Cover page
Cover page - USD ($) | 12 Months Ended | ||
Jan. 31, 2022 | Mar. 17, 2022 | Jul. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 31, 2022 | ||
Current Fiscal Year End Date | --01-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-35498 | ||
Entity Registrant Name | Splunk Inc. | ||
Entity Central Index Key | 0001353283 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 86-1106510 | ||
Entity Address, Address Line One | 270 Brannan Street | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94107 | ||
City Area Code | 415 | ||
Local Phone Number | 848-8400 | ||
Title of 12(b) Security | Common Stock, par value $0.001 per share | ||
Trading Symbol | SPLK | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 16,000,000,000 | ||
Entity Common Stock, Shares Outstanding | 160,700,000 | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement for the 2022 Annual Stockholders’ Meeting are incorporated by reference into Part III of this Annual Report on Form 10-K. |
Audit Information
Audit Information | 12 Months Ended |
Jan. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | San Jose, California |
Auditor Firm ID | 238 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,428,691 | $ 1,771,064 |
Investments, current | 286,337 | 87,847 |
Accounts receivable, net | 1,306,666 | 1,114,199 |
Prepaid expenses and other current assets | 152,871 | 162,939 |
Deferred commissions, current | 102,322 | 136,331 |
Total current assets | 3,276,887 | 3,272,380 |
Investments, non-current | 46,431 | 13,728 |
Accounts receivable, non-current | 242,689 | 347,202 |
Operating lease right-of-use assets | 229,198 | 356,296 |
Property and equipment, net | 124,900 | 182,780 |
Intangible assets, net | 164,769 | 206,153 |
Goodwill | 1,401,628 | 1,334,888 |
Deferred commissions, non-current | 200,876 | 69,637 |
Other assets | 103,497 | 85,422 |
Total assets | 5,790,875 | 5,868,486 |
Current liabilities: | ||
Accounts payable | 59,206 | 9,319 |
Accrued compensation | 396,952 | 281,986 |
Accrued expenses and other liabilities | 257,979 | 202,959 |
Deferred revenue, current | 1,384,605 | 1,030,484 |
Total current liabilities | 2,098,742 | 1,524,748 |
Convertible senior notes, net | 3,137,731 | 2,302,635 |
Operating lease liabilities | 225,556 | 330,970 |
Deferred revenue, non-current | 86,584 | 110,418 |
Other liabilities, non-current | 19,491 | 5,710 |
Total non-current liabilities | 3,469,362 | 2,749,733 |
Total liabilities | 5,568,104 | 4,274,481 |
Commitments and contingencies (Note 3 and 4) | ||
Stockholders’ equity | ||
Preferred stock: $0.001 par value; 20,000,000 shares authorized; no shares issued or outstanding at January 31, 2022 and January 31, 2021 | 0 | 0 |
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 160,044,675 shares outstanding at January 31, 2022, and 163,147,139 shares issued and outstanding at January 31, 2021 | 167 | 163 |
Accumulated other comprehensive loss | (1,199) | (592) |
Additional paid-in capital | 5,032,351 | 4,063,885 |
Treasury stock, at cost: 6,885,414 shares at January 31, 2022, and 0 shares at January 31, 2021 | (1,000,000) | 0 |
Accumulated deficit | (3,808,548) | (2,469,451) |
Total stockholders’ equity | 222,771 | 1,594,005 |
Total liabilities and stockholders’ equity | $ 5,790,875 | $ 5,868,486 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jan. 31, 2022 | Jan. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 163,147,139 | |
Common stock, shares outstanding | 160,044,675 | 163,147,139 |
Treasury stock, shares | 6,885,414 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | ||
Revenues | ||||
Total revenues | $ 2,673,664 | $ 2,229,385 | $ 2,358,926 | |
Cost of revenues | ||||
Total cost of revenues | [1] | 733,969 | 547,345 | 429,788 |
Gross profit | 1,939,695 | 1,682,040 | 1,929,138 | |
Operating expenses | ||||
Research and development | [1] | 1,029,574 | 791,026 | 619,800 |
Sales and marketing | [1] | 1,534,600 | 1,336,056 | 1,263,873 |
General and administrative | [1] | 522,350 | 335,144 | 332,602 |
Total operating expenses | [1] | 3,086,524 | 2,462,226 | 2,216,275 |
Operating loss | (1,146,829) | (780,186) | (287,137) | |
Interest and other income (expense), net | ||||
Interest income | 2,583 | 13,850 | 54,142 | |
Interest expense | (174,598) | (123,076) | (96,249) | |
Other income (expense), net | (1,939) | (11,636) | (2,407) | |
Total interest and other income (expense), net | (173,954) | (120,862) | (44,514) | |
Loss before income taxes | (1,320,783) | (901,048) | (331,651) | |
Income tax provision | 18,314 | 6,932 | 5,017 | |
Net loss | $ (1,339,097) | $ (907,980) | $ (336,668) | |
Net loss per share: | ||||
Basic (in dollars per share) | $ (8.29) | $ (5.68) | $ (2.22) | |
Diluted (in dollars per share) | $ (8.29) | $ (5.68) | $ (2.22) | |
Weighted-average shares outstanding: | ||||
Weighted-average common shares outstanding basic (in shares) | 161,966 | 160,397 | 152,653 | |
Weighted-average common shares outstanding diluted (in shares) | 161,628 | 159,744 | 151,949 | |
Cloud services | ||||
Revenues | ||||
Total revenues | $ 943,785 | $ 554,132 | $ 312,358 | |
Cost of revenues | ||||
Total cost of revenues | [1] | 398,274 | 252,290 | 161,510 |
License | ||||
Revenues | ||||
Total revenues | 1,056,481 | 971,378 | 1,373,367 | |
Cost of revenues | ||||
Total cost of revenues | [1] | 9,215 | 20,864 | 24,116 |
Maintenance and services | ||||
Revenues | ||||
Total revenues | 673,398 | 703,875 | 673,201 | |
Cost of revenues | ||||
Total cost of revenues | [1] | $ 326,480 | $ 274,191 | $ 244,162 |
[1] | Amounts include stock-based compensation expense, as follows: 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 |
CONSOLIDATED STATEMENTS OF OP_2
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 |
CONSOLIDATED STATEMENTS OF COMP
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) |
CONSOLIDATED STATEMENTS OF CASH
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 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Additional Paid-in CapitalCumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment |
Balances at Jan. 31, 2019 | $ 1,520,457 | $ 7,241 | $ 149 | $ 2,754,858 | $ 0 | $ (2,506) | $ (1,232,044) | $ 7,241 | |
Balances (in shares) at Jan. 31, 2019 | 149,167,298 | ||||||||
Stock-based compensation | 545,424 | 545,424 | |||||||
Capitalized software development costs | 951 | 951 | |||||||
Issuance of common stock upon exercise of options | 3,543 | $ 0 | 3,543 | ||||||
Issuance of common stock upon exercise of options (in shares) | 329,155 | ||||||||
Vesting of restricted and performance stock units | 4 | $ 4 | |||||||
Vesting of restricted and performance stock units (in shares) | 4,003,765 | ||||||||
Issuance of restricted stock awards | 1 | $ 1 | |||||||
Issuance of restricted stock awards (in shares) | 641,382 | ||||||||
Issuance of common stock from acquisitions | 344,572 | $ 3 | 344,569 | ||||||
Issuance of common stock from acquisitions (in shares) | 2,948,471 | ||||||||
Fair value of replacement equity awards attributable to pre-acquisition service | 19,703 | 19,703 | |||||||
Vesting of early exercised options | 784 | 784 | |||||||
Taxes paid related to net share settlement of equity awards | (164,160) | (164,160) | |||||||
Issuance of common stock upon ESPP purchase | 60,383 | 60,383 | |||||||
Issuance of common stock upon ESPP purchase (in shares) | 697,477 | ||||||||
Unrealized gain (loss) from investments (net of tax) | 1,114 | 1,114 | |||||||
Net change in cumulative translation adjustments | (3,920) | (3,920) | |||||||
Net loss | (336,668) | (336,668) | |||||||
Balances at Jan. 31, 2020 | $ 1,999,429 | $ 157 | 3,566,055 | (5,312) | (1,561,471) | ||||
Balances (in shares) at Jan. 31, 2020 | 157,787,548 | ||||||||
Accounting Standards Update [Extensible List] | Accounting Standards Update 2016-02 [Member] | ||||||||
Stock-based compensation | $ 618,655 | 618,655 | |||||||
Capitalized software development costs | 8,019 | 8,019 | |||||||
Issuance of common stock upon exercise of options | 3,472 | $ 0 | 3,472 | ||||||
Issuance of common stock upon exercise of options (in shares) | 352,910 | ||||||||
Vesting of restricted and performance stock units | 5 | $ 5 | |||||||
Vesting of restricted and performance stock units (in shares) | 4,252,183 | ||||||||
Issuance of restricted stock awards | 0 | $ 0 | |||||||
Issuance of restricted stock awards (in shares) | 78,897 | ||||||||
Issuance of common stock from acquisitions | 4,941 | $ 0 | 4,941 | ||||||
Issuance of common stock from acquisitions (in shares) | 31,521 | ||||||||
Fair value of replacement equity awards attributable to pre-acquisition service | 2,313 | 2,313 | |||||||
Vesting of early exercised options | 203 | 203 | |||||||
Taxes paid related to net share settlement of equity awards | (140,776) | (140,776) | |||||||
Issuance of common stock upon ESPP purchase | 79,950 | $ 1 | 79,949 | ||||||
Issuance of common stock upon ESPP purchase (in shares) | 644,080 | ||||||||
Equity component of convertible senior notes, net | 342,062 | 342,062 | |||||||
Purchase of capped calls | (137,379) | (137,379) | |||||||
Partial repurchase of convertible senior notes | (283,629) | (283,629) | |||||||
Unrealized gain (loss) from investments (net of tax) | (1,188) | (1,188) | |||||||
Net change in cumulative translation adjustments | 5,908 | 5,908 | 0 | ||||||
Net loss | (907,980) | (907,980) | |||||||
Balances at Jan. 31, 2021 | 1,594,005 | $ 163 | 4,063,885 | (592) | (2,469,451) | ||||
Balances (in shares) at Jan. 31, 2021 | 163,147,139 | ||||||||
Stock-based compensation | 794,818 | 794,818 | |||||||
Capitalized software development costs | 3,539 | 3,539 | |||||||
Issuance of common stock upon exercise of options | 2,430 | $ 0 | 2,430 | ||||||
Issuance of common stock upon exercise of options (in shares) | 217,982 | ||||||||
Vesting of restricted and performance stock units | 4 | $ 4 | |||||||
Vesting of restricted and performance stock units (in shares) | 2,761,401 | ||||||||
Issuance of restricted stock awards | 0 | $ 0 | |||||||
Issuance of restricted stock awards (in shares) | 9,307 | ||||||||
Fair value of replacement equity awards attributable to pre-acquisition service | 939 | 939 | |||||||
Vesting of early exercised options | 92 | 92 | |||||||
Taxes paid related to net share settlement of equity awards | (200,961) | (200,961) | |||||||
Taxes paid related to net share settlement of equity awards (in shares) | 0 | ||||||||
Issuance of common stock upon ESPP purchase | 79,938 | $ 0 | 79,938 | ||||||
Issuance of common stock upon ESPP purchase (in shares) | 794,260 | ||||||||
Equity component of convertible senior notes, net | 287,671 | 287,671 | |||||||
Repurchases of common stock | (1,000,000) | $ (1,000,000) | |||||||
Repurchases of common stock (in shares) | (6,885,414) | ||||||||
Unrealized gain (loss) from investments (net of tax) | (607) | (607) | |||||||
Net change in cumulative translation adjustments | 0 | ||||||||
Net loss | (1,339,097) | (1,339,097) | |||||||
Balances at Jan. 31, 2022 | $ 222,771 | $ 167 | $ 5,032,351 | $ (1,000,000) | $ (1,199) | $ (3,808,548) | |||
Balances (in shares) at Jan. 31, 2022 | 160,044,675 |
Description of the Business and
Description of the Business and Significant Accounting Policies | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of the Business and Significant Accounting Policies | Description of the Business and Significant Accounting Policies Business Splunk Inc. (“we,” “us,” “our”) provides innovative cloud services and licensed software solutions that deliver and operationalize insights from the data generated by digital systems. 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 business transactions, customer and user behavior, and security threats. This data is growing significantly as a direct result of the prevalence and importance of digital systems used by today’s organizations. Our solutions help users remove barriers between insights derived from this data and actions organizations take to thrive in an era of unprecedented digital transformation. 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 2022, for example, refer to the fiscal year ended January 31, 2022. Basis of Presentation We prepared our consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”). The accompanying 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. Use of Estimates The preparation of financial statements in conformity with 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 the liability component of the convertible debt, the fair value of assets acquired and liabilities assumed in business combinations, income taxes, the discount rate used for operating leases, and contingencies. Actual results could differ from those estimates. COVID-19 The novel coronavirus (“COVID-19”) has created, and may continue to create, significant uncertainty in macroeconomic conditions. The lasting social effects and extent of the impact the COVID-19 pandemic will directly or indirectly have on the global economy, our business, results of our operations, and our financial condition will depend on future developments which are highly uncertain and cannot be accurately predicted. These include the duration, spread, severity and potential recurrence of the virus and its variants, and the global availability of COVID-19 vaccines and vaccination rates. As of the date of issuance of these consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or adjust the carrying value of our assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and will be recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our consolidated financial statements. Segments We operate our business as one operating segment: the development and marketing of cloud services and licensed software solutions that enable our customers to gain real-time business insights 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. Foreign Currency During fiscal 2022, we reassessed the functional currency of our foreign subsidiaries and determined it was the U.S.Dollar for all our subsidiaries. The impact of this change was not material. Foreign currency transaction gains and losses are included in “Other income (expense), net” on our consolidated statements of operations and were not material during fiscal 2022, 2021, and 2020. Foreign Currency Contracts We may use foreign currency forward contracts as a part of our strategy to manage exposure related to foreign currency denominated monetary assets and liabilities. These contracts typically have maturities of one month. They are not designated as cash flow or fair value hedges under ASC Topic 815, Derivatives and Hedging. These contracts hedge assets and liabilities that are denominated in foreign currencies and are carried at fair value as either assets or liabilities on our consolidated balance sheets with changes in the fair value included in “Other income (expense), net” on our consolidated statements of operations. Business Combinations We use our best estimates and assumptions to allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. We apply significant judgment in determining the fair value of the intangible assets acquired, which involves the use of significant estimates and assumptions with respect to revenue growth rates, royalty rate and technology migration curve. While we use our best estimates and judgments, our estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. We continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to our preliminary estimates to goodwill provided that we are within the measurement period. Upon the conclusion of the final determination of the fair value of assets acquired or liabilities assumed during the measurement period, any subsequent adjustments are included in our consolidated statements of operations. Revenue Recognition We generate revenues in the form of cloud services fees, license and related maintenance fees, and other service fees. Cloud services are provided on a subscription basis and give our customers access to our cloud solutions, which include related customer support. Licenses for on-premises software (“licenses”) are typically term licenses and provide the customer with a right to use the software. When a term license is purchased, maintenance is bundled with the license for the term of the license period. Other services include training and professional services that are not integral to the functionality of the cloud services or licenses. Our contracts with customers often contain multiple performance obligations, which may include a combination of cloud services, licenses, related maintenance and support services, and professional services including training. We apply significant judgment in identifying and accounting for each performance obligation, as a result of evaluating the terms and conditions in contracts. For these contracts, we account for cloud services, licenses, maintenance and support, and other services as separate performance obligations as they are each distinct. Revenue is recognized when the performance obligations are satisfied. We satisfy our cloud service performance obligation over the associated contract term and recognize the associated revenue ratably over the term of the contract once access is provided to the customer, consistent with the pattern of benefit to the customer of such services. We satisfy our obligation and recognize revenue for licenses upon transfer of control of the licenses, which occurs at delivery of the license key to customers, or when the license term commences, if later. We satisfy our maintenance and support performance obligations and recognize revenue ratably over the maintenance and support term, consistent with the pattern of benefit to the customer of such services. Professional services and training are either provided on a time and material basis or over a contract term. We satisfy our professional services and training performance obligations and recognize the associated revenue as services are delivered. With respect to contracts that include customer acceptance provisions, we recognize revenue upon customer acceptance. Our policy is to record revenues net of any applicable sales tax, use, goods and services, value added, and excise taxes. Customers can purchase our products under different pricing options. Regardless of the pricing option selected, the consideration for our cloud services and license contracts is fixed and does not result in variable consideration. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on an observable standalone selling price when it is available, as well as other factors, including the price charged to customers, our discounting practices, and our overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, we estimate the SSP using the residual approach. Most of our multi-year cloud services and license contracts are invoiced annually. A receivable for multi-year cloud services is generally recorded upon invoicing. A receivable for multi-year license contracts is recorded upon delivery, whether or not invoiced, to the extent we have an unconditional right to receive payment in the future related to those licenses. The non-current portion of these receivables, primarily consisting of unbilled receivables from multi-year license contracts, is included in “Accounts receivable, non-current” on our consolidated balance sheets. Payment terms and conditions vary by contract type, although our standard payment terms generally require payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of payment, we have determined our contracts do not generally include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Deferred revenue is recorded when we invoice a contract or deliver a license prior to recognizing revenue. It is comprised of balances related to cloud services, maintenance, training and professional services invoiced at the beginning of each service period, as well as licenses that were delivered prior to the license term commencing. Deferred Sales Commissions Sales commissions paid to our sales force and the related payroll taxes are considered incremental and recoverable costs of obtaining a contract with a customer. Costs related to new cloud services and term license contracts are amortized in proportion to the transfer of related services and delivery of licenses, including renewals, over the average period of benefit. We have determined that the average period of benefit related to these costs is five years, which is longer than our customers’ initial contract periods, but reflects the average period of benefit, including expected contract renewals. In arriving at this average period of benefit we considered the nature of our customer contracts, the duration of our relationships with customers, and the estimated life cycles of our technology. Costs related to renewals are amortized over the contract period. In capitalizing and amortizing deferred commissions, we have elected to apply a portfolio approach. We include capitalized costs in “Deferred commissions, current and non-current” on our consolidated balance sheets and related amortization of deferred commissions in “Sales and marketing” expense on our consolidated statements of operations. There were no impairments to deferred commissions for all periods presented. Commission expense was $177.7 million, $223.6 million and $208.9 million for fiscal 2022, 2021 and 2020, respectively. Cash and Cash Equivalents We consider all highly liquid instruments with original maturities of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. We do not hold or issue financial instruments for trading purposes. Investments For our investments in marketable debt securities, we determine the appropriate classification at the time of purchase and reevaluate such determination at each balance sheet date. All securities are classified as available-for-sale and are carried at fair value. When the fair value of a security is below its amortized cost, the carrying value of the security will be reduced to its fair value if it is more likely than not that management is required to sell the impaired security before recovery of its amortized basis, or management has the intention to sell the security. If neither of these conditions are met, we determine whether the impairment is due to credit losses by comparing the present value of the expected cash flows of the security with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security. An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in “Other income (expense), net” on our consolidated statements of operations. Non-credit related impairment losses are reported as a separate component on our consolidated statements of comprehensive income (loss). The cost of securities sold is based on the specific-identification method. Interest on securities classified as available-for-sale is included in “Interest income” on our consolidated statements of operations. Investments in entities where we have the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting. Our results of operations will include, as a component of “Other income (expense), net,” our share of the net income or loss of the equity investments accounted for under the equity method of accounting. Those equity investments over which we do not have the ability to exercise significant influence and that do not have readily determinable fair values are accounted for at cost, less impairment and adjusted for subsequent observable price changes obtained from transactions for identical or similar investments issued by the same issuer. Changes in the basis of these investments will be recognized in “Other income (expense), net.” Concentration of Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, investments and accounts receivable. We maintain the majority of our cash balance with two financial institutions that management believes are high-credit, quality financial institutions and invest our cash equivalents in highly rated money market funds. Our accounts receivable is subject to collection risk. Our gross accounts receivable is reduced for this risk by an allowance for doubtful accounts. This allowance is for estimated losses resulting from the inability of our customers to make required payments. It is an estimate and is regularly evaluated for adequacy by taking into consideration a combination of factors. We look at factors such as past collection experience, credit quality of the customer, age of the receivable balance, and current economic conditions. These factors are reviewed to determine whether an allowance for bad debts should be recorded to reduce the receivable balance to the amount believed to be collectible. The following table presents the changes in the allowance for doubtful accounts: Fiscal Year Ended January 31, (In thousands) 2022 2021 2020 Balance at beginning of period $ 4,430 $ 1,003 $ 445 Add: bad debt expense 5,981 3,533 1,062 Less: write-offs, net of recoveries (6,894) (106) (504) Balance at end of period $ 3,517 $ 4,430 $ 1,003 Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments Goodwill and indefinite-lived intangible assets are carried at cost and are evaluated annually for impairment, or more frequently if circumstances exist that indicate that impairment may exist. When conducting our annual goodwill impairment assessment, we perform a quantitative evaluation of whether goodwill is impaired by comparing the fair value of our reporting unit to its carrying value. We consider the enterprise to be the reporting unit for this analysis. If the carrying amount of our reporting unit exceeds its fair value, we recognize an impairment loss in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. In-process research and development is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When in-process research and development projects are completed, the corresponding amount is reclassified as an amortizable intangible asset and is amortized over the asset’s estimated useful life. Finite-lived intangible assets are amortized over their useful lives. Each period we evaluate the estimated remaining useful life of our finite-lived intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. In addition, we evaluate the recoverability of our long-lived assets including intangible and tangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, then the carrying amount of such assets is reduced to fair value. Property and Equipment Property and equipment are stated at cost net of accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from generally three 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 Capitalized Software Development and Implementation Costs Capitalization of software development costs for software to be sold, leased, or otherwise marketed begins upon the establishment of technological feasibility, which is generally the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. Amortization begins once the software is ready for its intended use, generally based on the pattern in which the economic benefits will be consumed. We did not capitalize any software development costs for fiscal 2022 and 2021 because the cost incurred and the time between technological feasibility and product release was insignificant. We had no amortization expense from capitalized purchased technology during fiscal 2022, 2021 or 2020. We capitalize certain costs incurred in connection with the development of software (“development costs”) and the implementation of cloud computing services and on-premise software purchased for internal use (“implementation costs”). Costs incurred during the preliminary planning and evaluation stage of each project and during the post implementation operational stage are expensed as incurred. Costs incurred during the application development stage of each project are capitalized. We define the configuration and coding process as the application development stage. Capitalized development costs are included in “Property and equipment, net” on our consolidated balance sheets. The current portion of capitalized implementation costs are included in “Prepaid expenses and other current assets” and the non-current portion are included in “Other assets” on our consolidated balance sheets. We capitalized $12.9 million and $20.3 million of development costs in fiscal 2022 and 2021, respectively, and capitalized $22.1 million of implementation costs in fiscal 2021. We did not capitalize any implementation costs in fiscal 2022. Development costs capitalized are amortized on a straight-line basis over their estimated useful life of 3 years and implementation costs capitalized are amortized on a straight-line basis over the term of the related arrangement. We recognized $7.1 million and $1.5 million in amortization expense related to capitalized implementation and development costs during fiscal 2022 and 2021, respectively, and no amortization expense was recognized during fiscal 2020. 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 right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets. 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 include leases with terms of 12 months or less on our 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 consolidated balance sheets. As of January 31, 2022, we had no finance leases. Refer to Note 4 “Leases” for details. Advertising Expense We expense advertising costs as incurred. We incurred $25.5 million, $36.8 million and $30.1 million in advertising expenses for fiscal 2022, 2021 and 2020, respectively. Advertising costs are included in “Sales and marketing” expenses on our consolidated statements of operations. Stock-Based Compensation We recognize compensation expense for all share-based payment awards, including stock options, restricted stock units (“RSUs”), performance units (“PSUs”) and restricted stock awards (“RSAs”), based on the estimated fair value of the award on the grant date over the related vesting periods. The expense recorded is based on awards ultimately expected to vest and therefore is reduced by estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Options are generally only granted in connection with business combinations for the purpose of replacing unvested awards of acquiree employees. We calculate the fair value of options using the Black-Scholes method and expense using the straight-line attribution approach. The fair value of each option grant and stock purchase right granted under the Employee Stock Purchase Plan (“ESPP”) is estimated on the date of grant using the Black-Scholes option pricing model. We recognize stock-based compensation related to our ESPP using the graded-vesting attribution method over the offering period, which is twelve months. Stock-based compensation expense is recognized net of estimated forfeiture activity. The determination of the grant date fair value of options using an option-pricing model is affected by assumptions regarding a number of other complex and subjective variables, which include our expected stock price volatility over the expected term of the options, stock option exercise and cancellation behaviors, risk-free interest rates and expected dividends. The expected term of the options is based on the average period the stock options are expected to remain outstanding calculated as the midpoint of the vesting terms and contractual expiration periods, as we do not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The expected stock price volatility for our stock is determined by examining the historical volatility of our common stock. The risk-free interest rate is calculated using the average of the published interest rates United States Treasury zero-coupon issues with maturities that approximate the expected term. The dividend yield assumption is zero as we do not have any history of, nor plans to make, dividend payments. The number of PSUs earned and eligible to vest is determined based on achievement of certain performance conditions and/or market conditions and the recipients’ continued service with us. For awards subject to service and performance conditions, the number of shares of our stock issued pursuant to the award can range from 0% to 200% of the target amount. For awards subject to service and performance conditions that also include market conditions, the number of shares of our stock issued pursuant to the award can range from 0% to 300% of the target amount. Compensation expense for PSUs with performance conditions is measured using the fair value at the date of grant and recorded over the vesting period under the graded-vesting attribution method, and may be adjusted over the vesting period based on interim estimates of performance against pre-set objectives. We use a Monte Carlo option-pricing model to determine the fair value of PSUs with market conditions. Income Taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. We record a valuation allowance to reduce deferred income tax assets to the extent that we believe any deferred tax assets are not more-likely-than-not to be realized. Because of our history of U.S. net operating losses, we have established a full valuation allowance on our U.S. deferred tax assets. We regularly assess the need for the valuation allowance, and if we determine that an adjustment is needed, we will record the necessary adjustment in the period that the determination is made. Our tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. We recognize the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination, based solely on its technical merits. We measure the tax benefit recognized as the largest amount of benefit which is more likely than not to be realized upon settlement. Recently Adopted Accounting Standards We did not adopt any new accounting standards in the period ended January 31, 2022. Recently Issued Accounting Pronouncements Standard Description Effective Date Effect on the Consolidated Financial Statements (or Other Significant Matters) ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815 - 40) In August 2020, the FASB issued new authoritative guidance to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The standard reduces the number of models used to account for convertible instruments and simplifies both the classification of debt on the balance sheet and the earnings per share calculation. First quarter of fiscal 2023. We will adopt this standard in our first quarter of fiscal 2023 using the modified-retrospective approach, under which, financial results reported in periods prior to fiscal 2023 will not be adjusted. The previously recorded equity components of the convertible instruments outstanding and amortization of the debt discount and issuance costs classified as equity are reclassified from equity to debt through an adjustment to the opening balance of accumulated deficit as of February 1, 2022 which will result in reduced interest expense in future periods. Adoption of the standard will result in a decrease to accumulated deficit of $304.0 million, decrease to additional paid-in capital of $1 billion and an increase to convertible senior notes, net of $737.6 million. ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers This ASU amends the guidance on accounting related to contract assets and liabilities acquired in business combinations. Entities will be required to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. Prior to this ASU, an acquirer generally recognizes contract assets and contract liabilities at fair value on the acquisition date. The guidance should be applied prospectively to business combinations occurring on or after the effective date of the amendment in this update. First quarter of fiscal 2024. Early adoption is permitted. We will adopt this standard in our first quarter of fiscal 2023 and apply the standard to any contract assets and liabilities acquired in a business combination occurring on or after February 1, 2022. |
Investments and Fair Value Meas
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 | 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 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Proceedings A putative class action lawsuit alleging violations of the federal securities laws was filed on December 4, 2020 in the U.S. District Court for the Northern District of California (the “Court”) against us, our former CEO and our CFO. The initial complaint alleged violations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for allegedly making materially false and misleading statements regarding our financial guidance and asserted a putative class period of October 21, 2020 to December 2, 2020. On March 16, 2021, the Court appointed Louisiana Sheriffs’ Pension & Relief Fund as lead plaintiff and approved its selection of lead plaintiff counsel in the case. On June 7, 2021, the lead plaintiff filed an amended complaint which expands the putative class period to run from March 26, 2020 to December 2, 2020 and alleges that defendants made materially false and misleading statements regarding our marketing efforts, hiring practices, and retention of personnel. The lead plaintiff seeks unspecified monetary damages and other relief. On July 27, 2021, defendants filed a motion to dismiss the amended complaint. On March 21, 2022, the Court issued a decision granting in part and denying in part the defendants’ motion to dismiss. The decision dismissed some claims with leave to amend and permitted other claims to proceed. Several derivative lawsuits related to the securities class action were filed in February, March, and April 2021 in the U.S. District Court for the Northern District of California and California Superior Court, San Francisco County. The lawsuits name our former CEO, our CFO, and many of our board members, including our interim CEO, as defendants, and the company as a nominal defendant. The lawsuits allege claims for breach of fiduciary duties, unjust enrichment, waste of corporate assets, abuse of control, and gross mismanagement against the defendants, and claims for contribution under Sections 10(b) and 21D of the Exchange Act against only our CEO and CFO. The plaintiffs seek unspecified monetary damages and other relief on behalf of the Company. The court has stayed the actions pursuant to stipulation of the parties until after a ruling on the motion to dismiss the federal securities case. On August 9, 2021, we received a demand letter alleging claims similar to those in the derivative lawsuits and requesting that our board of directors launch an investigation on such matters. We are also 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 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 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 in connection with their service as our officers or directors or those of our direct and indirect subsidiaries. Claims and reimbursements under indemnification arrangements have not been material to our consolidated financial statements; therefore, there is no accrual of such amounts at January 31, 2022 or 2021. |
Leases
Leases | 12 Months Ended |
Jan. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases We have operating leases for office space, used for our business operations and sales support, and data centers, used primarily for product development. In April 2021, we entered into an agreement to terminate our lease of certain office space located in San Jose, CA and ceased use of the space as of April 30, 2021. As of January 31, 2021, we had $155.5 million in related operating lease commitments. As a result, the related right-of-use asset and leasehold improvements balances were written off and we have no remaining liability as of January 31, 2022. In total, a $55.2 million loss was recognized during fiscal 2022, which includes certain termination-related fees. The loss is included in “General and administrative” expenses on our consolidated statement of operations. During fiscal 2022, 2021, and 2020, operating lease costs were $59.4 million, $82.5 million, and $49.6 million, respectively, excluding short-term leases, variable lease costs, and sublease income, all of which were immaterial in each of these periods. 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 % 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. 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 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jan. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 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: 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. Depreciation and amortization expense related to Property and equipment, net was $41.3 million, $34.9 million and $29.0 million for fiscal 2022, 2021 and 2020, respectively. Geographic Information 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 |
Acquisitions, Goodwill and Inta
Acquisitions, Goodwill and Intangible Assets | 12 Months Ended |
Jan. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisitions, Goodwill and Intangible Assets | Acquisition, Goodwill and Intangible Assets Fiscal 2022 Acquisition TruSTAR On May 28, 2021, we acquired 100% of the voting equity interest of TruSTAR Technology, Inc. (“TruSTAR”), a privately-held Delaware corporation that provides an intelligence platform for cybersecurity and threat data. This acquisition has been accounted for as a business combination. The total consideration transferred for this acquisition was $82.1 million, of which $81.2 million was in cash. The purchase price was allocated as follows: $16.5 million to identified intangible assets, $1.1 million to other net liabilities acquired, with the excess $66.7 million of the purchase price over the fair value of net assets acquired recorded as goodwill, allocated to our single 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 TruSTAR, which are not material, have been included in our consolidated financial statements from the date of purchase. 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 Developed technology $ 10,100 36 Customer relationships 6,400 36 Total intangible assets acquired $ 16,500 Fiscal 2021 Acquisitions Rigor On November 5, 2020, we acquired 100% of the voting equity interest of Rigor, Inc. (“Rigor”), a privately-held Delaware corporation that offers advanced synthetic monitoring and optimization tools. This acquisition has been accounted for as a business combination. The total consideration transferred for this acquisition, all of which was in cash, was $37.6 million. The purchase price was allocated as follows: $15.4 million to identified intangible assets, $0.9 million to net assets acquired and $1.8 million to net deferred tax liabilities, with the excess $23.1 million of the purchase price over the fair value of net tangible and intangible assets acquired recorded as goodwill, allocated to our single 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 Rigor, which are not material, have been included in our consolidated financial statements from the date of purchase. 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 Developed technology $ 10,700 36 Customer relationships 4,500 36 Other acquired intangible assets 200 12 Total intangible assets acquired $ 15,400 Other Acquisitions During fiscal 2021, we acquired 100% of the voting equity interest of OÜ Plumbr (“Plumbr”) and Flowmill, Inc. (“Flowmill”) that specialize in application and network performance monitoring capabilities. The acquisitions have been accounted for as business combinations and were not material individually to our consolidated financial statements. The aggregate purchase price of $31.6 million consisted of $24.4 million paid in cash, $4.9 million for the fair value of shares of our common stock issued and $2.3 million in fair value of replacement equity awards attributable to pre-acquisition service. The purchase price was allocated as follows: $10.2 million to identifiable intangible assets, $2.9 million to net assets acquired and $0.5 million to net deferred tax liabilities, with the excess $19.0 million of the purchase price over the fair value of net 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 identifiable intangible assets, which primarily consisted of developed technology, have an estimated useful life of 3 years. The results of operations of the acquisitions which are not material, have been included in our consolidated financial statements from the date of purchase. Fiscal 2020 Acquisitions SignalFx On October 1, 2019, we acquired 100% of the voting equity interest of SignalFx, Inc. (“SignalFx”), a privately-held Delaware corporation that develops real-time monitoring solutions for cloud infrastructure, microservices and applications. This acquisition has been accounted for as a business combination. The total fair value of consideration transferred for this acquisition was $961.4 million, which consisted of $619.1 million in cash, $324.5 million for the fair value of 2,771,482 shares of our common stock issued and $17.8 million in fair value of replacement equity awards attributable to pre-acquisition service. The purchase price was allocated as follows: $173.7 million to identified intangible assets, $62.1 million to net assets acquired and $3.3 million to net deferred tax liabilities, with the excess $728.9 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 SignalFx have been included in our consolidated financial statements from the date of purchase. Per the terms of the merger agreement with SignalFx, certain unvested stock options, restricted stock units and restricted stock awards held by SignalFx employees were canceled and exchanged for replacement equity awards under our 2012 Equity Incentive Plan. Additionally, certain shares of stock issued pursuant to share-based compensation awards held by key employees of SignalFx 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 SignalFx’s employees represented a component of the total purchase consideration, as discussed above. The remaining fair value of $104.7 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 Developed technology $ 108,800 84 Customer relationships 60,900 60 Other acquired intangible assets 4,000 36 Total intangible assets acquired $ 173,700 We applied significant judgment in determining the fair value of the intangible assets acquired, which involved the use of significant estimates and assumptions with respect to revenue growth rates, royalty rate and technology migration curve. Omnition On September 13, 2019, we acquired 100% of the voting equity interest of Cloud Native Labs, Inc. (“Omnition”), a privately-held Delaware corporation that develops a platform for distributed tracing and application monitoring. This acquisition has been accounted for as a business combination. The total fair value of consideration transferred for this acquisition was $52.5 million, which consisted of $31.6 million in cash, $20.2 million for the fair value of 176,989 shares of our common stock issued and $0.7 million in fair value of replacement equity awards attributable to pre-acquisition service. The purchase price was allocated to $8.0 million of identified intangible assets, with the excess $44.5 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 Omnition which are not material, have been included in our consolidated financial statements from the date of purchase. 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 Developed technology $ 8,000 60 Total intangible assets acquired $ 8,000 Streamlio On November 1, 2019, we acquired 100% of the voting equity interest of Streamlio, Inc. (“Streamlio”), a privately-held Delaware corporation that specializes in designing and operating streaming data solutions. This acquisition has been accounted for as a business combination. The total fair value of consideration transferred for this acquisition was $19.8 million, which consisted of $18.7 million in cash and $1.1 million in fair value of replacement equity awards attributable to pre-acquisition service. The purchase price was allocated as follows: $3.6 million to identified intangible assets and $0.1 million to net assets acquired, with the excess $16.1 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 Streamlio have been included in our consolidated financial statements from the date of purchase. 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 Developed technology $ 3,600 36 Total intangible assets acquired $ 3,600 Unaudited Pro Forma Financial Information The following unaudited pro forma information presents the combined results of operations as if the acquisitions of SignalFx and Omnition had been completed in the beginning of the applicable comparable prior annual reporting period. The unaudited pro forma results include adjustments primarily related to the following: (i) amortization associated with preliminary estimates for the acquired intangible assets; (ii) recognition of post-acquisition stock-based compensation; (iii) the effect of recording deferred revenue at fair value; (iv) elimination of historical interest expense related to debt extinguished in the acquisition of SignalFx; (v) the inclusion of acquisition costs as of the earliest period presented; and (vi) the associated tax impact of the acquisitions and these unaudited pro forma adjustments. The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred from integrating these companies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations: (In thousands) Fiscal Year Ended January 31, 2020 Revenues $ 2,376,181 Net loss $ (434,998) Goodwill Goodwill balances are presented below: Fiscal Year Ended January 31, (In thousands) 2022 2021 Beginning balance $ 1,334,888 $ 1,292,840 Goodwill acquired 66,740 42,048 Ending balance $ 1,401,628 $ 1,334,888 There was no impairment of goodwill during fiscal 2022 or during prior periods. Intangible Assets Intangible assets subject to amortization as of January 31, 2022 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Developed technology $ 283,400 $ (164,529) $ 118,871 46 Customer relationships 92,710 (47,701) 45,009 29 Other acquired intangible assets 7,394 (6,505) 889 8 Total intangible assets subject to amortization $ 383,504 $ (218,735) $ 164,769 Intangible assets subject to amortization as of January 31, 2021 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Developed technology $ 273,349 $ (127,072) $ 146,277 57 Customer relationships 86,310 (28,778) 57,532 41 Other acquired intangible assets 7,420 (5,076) 2,344 19 Total intangible assets subject to amortization $ 367,079 $ (160,926) $ 206,153 Amortization expense from acquired intangible assets was $57.8 million, $57.7 million and $38.5 million during fiscal 2022, 2021 and 2020, respectively. The expected future amortization expense for acquired intangible assets as of January 31, 2022 is as follows: Fiscal Period (In thousands) Expected Amortization Expense Fiscal 2023 $ 55,448 Fiscal 2024 48,892 Fiscal 2025 33,010 Fiscal 2026 17,058 Fiscal 2027 10,361 Total amortization expense $ 164,769 |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Jan. 31, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | Convertible Senior Notes Convertible Senior Notes Due 2026 On July 9, 2021, we issued $1.0 billion aggregate principal amount of 0.75% Convertible Senior Notes due 2026 (the “2026 Notes”). The 2026 Notes are general senior, unsecured obligations of Splunk. The total proceeds from the issuance of the 2026 Notes was $981.7 million, net of issuance costs. The 2026 Notes will mature on July 15, 2026, unless earlier redeemed, repurchased or converted. The 2026 Notes will bear interest from July 9, 2021, at a rate of 0.75% per year, payable semiannually in arrears on January 15 and July 15 of each year, beginning on January 15, 2022. The initial conversion rate for the 2026 Notes is 6.25 shares of our common stock per $1,000 principal amount of the 2026 Notes, which is equivalent to an initial conversion price of approximately $160.00 per share of our common stock, subject to adjustment upon the occurrence of certain specified events. The initial conversion price of the 2026 Notes represents a premium of approximately 30.0% to the volume weighted average price of our common stock over a 10-day period of approximately $123.08 per share ending on June 21, 2021, which was the date the pricing of the 2026 Notes was determined. Convertible Senior Notes Due 2027 On June 5, 2020, we issued $1.27 billion aggregate principal amount of 1.125% Convertible Senior Notes due 2027 (the “2027 Notes”), including the exercise in full by the initial purchasers of the 2027 Notes of their option to purchase an additional $165.0 million principal amount of 2027 Notes. The 2027 Notes are general senior, unsecured obligations of Splunk. The total proceeds from the issuance of the 2027 Notes was $1.25 billion, net of initial purchaser discounts and other issuance costs. The 2027 Notes will mature on June 15, 2027, unless earlier redeemed, repurchased or converted. The 2027 Notes will bear interest from June 5, 2020 at a rate of 1.125% per year, payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The initial conversion rate for the 2027 Notes is 3.9164 shares of our common stock per $1,000 principal amount of the 2027 Notes, which is equivalent to an initial conversion price of approximately $255.34 per share of our common stock, subject to adjustment upon the occurrence of certain specified events. The initial conversion price of the 2027 Notes represents a premium of approximately 35.0% to the volume weighted average price of our common stock of approximately $189.14 per share on June 2, 2020, which was the date the pricing of the 2027 Notes was determined. Convertible Senior Notes Due 2023 and 2025 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”), 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 2023 Notes and the 2025 Notes are general senior, unsecured obligations of Splunk. The total proceeds from the issuance of the 2023 Notes and the 2025 Notes was $2.11 billion, net of initial purchaser discounts and other 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 bear interest from September 21, 2018 at a rate of 0.50% per year and the 2025 Notes 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 of the 2023 Notes and 2025 Notes is 6.7433 shares of our common stock per $1,000 principal amount of each of the 2023 Notes and 2025 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 certain specified events. The initial conversion price of each of the 2023 Notes and 2025 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 2023 Notes and the 2025 Notes was determined. Other Terms The 2026 Notes are convertible into shares of our common stock at the option of the holder at any time prior to the close of business on the business day immediately preceding the maturity date. We may not redeem the 2026 Notes prior to July 20, 2024. We may redeem for cash all or any portion of the 2026 Notes, at our option, on or after July 20, 2024 if the last reported sale price of our common stock has been 140% of the conversion price for the 2026 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 2026 Notes, plus accrued and unpaid interest to, but excluding, the redemption date. Whether to exercise our redemption option is solely within our control. The 2023 Notes, 2025 Notes and 2027 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, June 15, 2025 and December 15, 2026 for the 2023 Notes, 2025 Notes and 2027 Notes, respectively, 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) for the 2023 Notes and the 2025 Notes and October 31, 2020 (and only during such fiscal quarter) for the 2027 Notes, 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, June 15, 2025 and December 15, 2026 for the 2023 Notes, 2025 Notes and 2027 Notes, respectively, 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, regardless of the foregoing circumstances. 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; provided, in the case of the 2026 Notes, the holder is to determine the settlement method related to any notes converted in connection with the exercise of our redemption option as mentioned above. Subject to the provisions described in the immediately preceding sentence, upon any conversion of the 2023 Notes, 2025 Notes, 2026 Notes, and 2027 Notes (together the “Notes”), it is our current intent to settle the first $1,000 of conversion value of each $1,000 principal amount of such notes in cash and the remaining conversion value, if any, in shares of common stock. If we undergo a fundamental change (as defined in the applicable indenture governing the relevant series of notes), 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 of such series 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 fiscal 2022, the conditions allowing holders of the Notes to convert or redeem were not met. The Notes are not required to be settled in cash within the next twelve months and as such are classified as long-term debt on our condensed consolidated balance sheet as of January 31, 2022. We may not redeem the 2023 Notes, 2025 Notes and 2027 Notes prior to September 20, 2021, September 20, 2022 and June 20, 2024, respectively. We may redeem for cash all or any portion of the 2023 Notes, 2025 Notes and 2027 Notes, at our option, on or after September 20, 2021, September 20, 2022, and June 20, 2024, respectively, 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. Whether to exercise our redemption options under each respective indenture is solely within our control. Partial Repurchase of the 2023 Notes On June 5, 2020, we used a portion of the net proceeds from the issuance of the 2027 Notes to repurchase $488.3 million aggregate principal amount of the 2023 Notes (the “2023 Notes Partial Repurchase”), leaving $776.7 million aggregate principal outstanding on the 2023 Notes immediately after the 2023 Notes Partial Repurchase. The 2023 Notes Partial Repurchase was not made pursuant to a redemption notice and constituted individually privately negotiated transactions. The holders of the repurchased 2023 Notes also invested in the 2027 Notes. For each holder, the 2023 Notes and the 2027 Notes exchanged were deemed to be substantially different as the present value of the cash flows under the terms of the 2027 Notes was at least 10% different from the present value of the remaining cash flows under the terms of the 2023 Notes and accordingly, the 2023 Notes Partial Repurchase was accounted for as a debt extinguishment. We used $691.6 million of the net proceeds from the issuance of the 2027 Notes to complete the 2023 Notes Partial Repurchase, of which $407.4 million and $283.6 million were allocated to the liability and equity components of the 2023 Notes, respectively, and $0.5 million was related to the payment of the interest accrued. Accounting for the Notes In accounting for the issuance of the Notes, we separated each of the Notes into their respective liability and equity components. The carrying amounts of the liability components of the respective 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 relevant series of notes using the effective interest rate method. The carrying amounts of the equity components representing the conversion options were $266.9 million, $237.2 million, $293.0 million and $347.4 million for the 2023 Notes, the 2025 Notes, the 2026 Notes and the 2027 Notes, respectively, which 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 for the relevant series of notes to the liability and equity components based on the proportion of the proceeds allocated to the debt and equity components for that series. Issuance costs attributable to the liability component of the 2023 Notes, the 2025 Notes, the 2026 Notes and the 2027 Notes were $10.4 million, $6.5 million, $12.9 million and $14.2 million, respectively. The issuance costs allocated to the liability component are amortized to interest expense over the contractual terms of the 2023 Notes, the 2025 Notes, the 2026 Notes and the 2027 Notes at an effective interest rate of 5.65%, 6.22%, 8.37% and 6.26%, respectively. Issuance costs attributable to the equity component of the 2023 Notes, the 2025 Notes, the 2026 Notes, and the 2027 Notes were $2.8 million, $2.5 million, $5.4 million and $5.4 million, respectively, and are netted against the equity components representing the conversion option in additional paid-in capital. The cash consideration of the 2023 Notes Partial Repurchase allocated to the liability component of the 2023 Notes was based on the fair value of the liability component of the 2023 Notes as of June 5, 2020 utilizing an effective discount rate of 6.25%. This rate was based on our estimated rate for a similar liability with the same maturity, but without the conversion option. To derive this effective discount rate, we observed the trading details of the 2023 Notes immediately prior to the repurchase date to determine the volatility of the 2023 Notes. We utilized the observed volatility to calculate the effective discount rate, which was adjusted to reflect the term of the remaining 2023 Notes. The cash consideration allocated to the equity component of the 2023 Notes was calculated by deducting the fair value of the liability component from the aggregate cash consideration and was recorded as a reduction to “Additional paid-in capital.” The gain on extinguishment was subsequently determined by comparing the allocated cash consideration with the carrying value of the liability component, which includes the proportionate amounts of unamortized debt discount and the remaining unamortized debt issuance costs. 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 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 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. 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 As of January 31, 2022, the total estimated fair values of the 2023 Notes, the 2025 Notes, and the 2027 Notes were approximately $0.84 billion, $0.96 billion and $1.16 billion, respectively. The fair value was determined based on the closing trading price per $100 of the applicable series of notes as of the last day of trading for the period. We consider the fair value of the 2023 Notes, the 2025 Notes, and the 2027 Notes to be a Level 2 measurement. As of January 31, 2022, the estimated fair value of the 2026 Notes was $0.72 billion, which represents the present value of future principal and interest payments. We consider the fair value of the 2026 Notes to be a Level 3 measurement. Capped Calls In connection with the issuance of the 2023 Notes, the 2025 Notes, and the 2027 Notes, we entered into privately negotiated capped call transactions relating to each series of notes with certain counterparties (the “Capped Calls”). The Capped Calls are expected to reduce potential dilution to our common stock upon conversion of a given series of notes and/or offset any cash payments that we are required to make in excess of the principal amount of converted notes of such series, as the case may be, with such reduction and/or offset subject to a cap. The Capped Calls are subject to adjustment upon the occurrence of certain 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. 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 For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of any series of notes. As the Capped Calls qualify for a scope exception from derivative accounting for instruments that are both indexed to the issuer’s own stock and classified in stockholders’ equity in its statement of financial position, the premium paid for the purchase of the Capped Calls has been recorded as a reduction to “Additional paid-in capital” and will not be remeasured. |
Stock Compensation Plans
Stock Compensation Plans | 12 Months Ended |
Jan. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock Compensation Plans | Stock Compensation Plans and Stockholders’ Equity Equity Incentive Plans In November 2003, our board adopted the 2003 Equity Incentive Plan (the “2003 Plan”). The 2003 Plan authorized the granting of common stock options and restricted stock awards to employees, directors and consultants. In March 2012, our board approved the 2012 Equity Incentive Plan (as amended, the “2012 Plan”), which became effective on April 18, 2012 and expired in March 2022 pursuant to its terms. The 2012 Plan provided for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to our employees and any parent and subsidiary corporations’ employees, and for the grant of nonstatutory stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance units and performance shares to our employees, directors and consultants and any parent or subsidiary corporations’ employees and consultants. Upon the effectiveness of the 2012 plan, all shares that were reserved but not issued under the 2003 Plan became available for issuance under the 2012 Plan and no further awards have been granted pursuant to the 2003 Plan. Canceled or forfeited equity awards under the 2003 Plan became available for issuance under the 2012 Plan. The term of an incentive stock option may not exceed 10 years, except that with respect to any participant who owns more than 10% of the voting power of all classes or our outstanding stock, the term must not exceed 5 years. Options and RSUs generally vest over 3 or 4 years. The 2012 plan provided for annual automatic increases on February 1 to the shares reserved for issuance. The automatic increase of the number of shares available for issuance under the 2012 Plan was equal to the lesser of 10 million shares, 5% of the outstanding shares of common stock as of the last day of our immediately preceding fiscal year or such other amount as our board may determine. In January 2022, our board approved the 2022 Inducement Plan (the “Inducement Plan”) in accordance with Listing Rule 5635(c)(4) of the corporate governance rules of the Nasdaq Stock Market, which will become effective on April 1, 2022. The 2022 Plan provides for the grant of nonstatutory stock options, restricted stock awards, restricted stock units, stock appreciation rights, performance units and performance shares to eligible employees in accordance with Listing Rule 5635(c)(4) of the corporate governance rules of the Nasdaq Stock Market. No awards were made under the Inducement Plan during the fiscal year ended January 31, 2022. 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 Shares Available Shares Weighted- Weighted- Aggregate (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. During fiscal 2022, upon each settlement date of our outstanding RSUs and PSUs to then current employees, shares were withheld to cover the required withholding tax, which was based on the value of a share on the settlement date as determined by the closing price of our common stock on the trading day of the applicable settlement date. The remaining shares were delivered to the recipient as shares of our common stock. The amount remitted to the tax authorities for the employees’ tax obligation was reflected as a financing activity on our consolidated statements of cash flows. These shares withheld by us as a result of the net settlement of RSUs and PSUs were not considered issued and outstanding. These shares were returned to the reserves and were available for future issuance under our 2012 Plan. We may also require employees to sell a portion of the shares that they received upon the vesting of RSUs or PSUs in order to cover any required withholding taxes. During fiscal 2022, we granted 516,686 PSUs to certain executives under our 2012 Plan, which includes both PSUs awarded but not yet earned, as well as PSUs earned and eligible to vest. The number of PSUs granted that were earned and eligible to vest were determined after a one-year performance period, based on achievement of certain company financial performance measures and the recipient’s continued service with us. The number of shares of our stock to be received based on financial performance measures can range from 0% to 200% of the target amount. Compensation expense for PSUs with financial performance measures is measured using the fair value at the date of grant and recorded over the vesting period of three or four-years under the graded-vesting attribution method, and may be adjusted over the vesting period based on interim estimates of performance against the pre-set objectives. Additionally, beginning in fiscal 2019, our PSUs granted contain an additional market performance measure that can increase the number of shares earned by up to an additional 50% of the shares received based on the financial performance measure. On October 27, 2020, the Compensation Committee of our board of directors approved a modification to the performance thresholds of our fiscal 2021 PSU awards. We accounted for this change as a Type III modification under ASC 718 as the expectation of the achievement of certain performance conditions related to these awards changed from improbable to probable post-modification. As a result, we reversed $10.8 million of stock-based compensation expense previously recognized for these awards, during fiscal 2021. Post-modification stock-based compensation expense related to these awards will be recognized based on the modification date fair value over their remaining service period, under the graded-vesting attribution method. 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 Weighted-Average Remaining Contractual Term 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 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 The aggregate intrinsic value of options exercised was $26.3 million, $52.6 million and $43.7 million for fiscal 2022, 2021 and 2020, respectively. The weighted-average grant date fair value of options granted was $105.32, $134.26 and $106.85 per share for fiscal 2022, 2021 and 2020, respectively. The aggregate intrinsic value of RSUs vested was $511.3 million, $771.3 million and $629.9 million for fiscal 2022, 2021 and 2020, respectively. The weighted-average grant date fair value of RSUs granted was $145.11, $161.64 and $135.39 per share for fiscal 2022, 2021 and 2020, respectively. The weighted-average grant date fair value of PSUs granted was $155.53, $197.55 and $166.57 per share for fiscal 2022, 2021 and 2020, respectively. The weighted-average grant date fair value of RSAs issued was $121.20, $175.98 and $115.53 per share for fiscal 2022, 2021 and 2020, respectively. Employee Stock Purchase Plan Our 2012 Employee Stock Purchase Plan (the “ESPP”) allows eligible employees to purchase shares of our common stock at a discount through payroll deductions of up to 15% of their eligible compensation, at not less than 85% of the fair market value, as defined in the ESPP, subject to any plan limitations. The ESPP provides for overlapping 12-month offering periods, starting on the first trading day on or after June 15 and December 15 of each year. The ESPP provides for an automatic increase of the number of shares available for issuance under the ESPP equal to the least of 4 million shares, 2% of the outstanding shares of our common stock on the last day of the immediately preceding fiscal year, or such other amount as may be determined by our board of directors. Stock-Based Compensation Expense 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 We capitalized $3.5 million and $8.0 million of stock-based compensation for fiscal 2022 and 2021, respectively, related to our software development and implementation projects. During fiscal 2022, 2021 and 2020, we recognized tax benefits on total stock-based compensation expense of $5.9 million, $4.0 million and $3.9 million, respectively, which are reflected in "Income tax provision" on our consolidated statements of operations. Valuation Assumptions PSUs granted in fiscal 2022 and 2021 contain an additional market performance measure that can increase the number of shares earned. 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 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 Stock Repurchase Program In June 2021, our board of directors authorized and approved a stock repurchase program of up to $1.0 billion of our outstanding common stock. As of October 31, 2021, we repurchased 6.9 million shares of common stock with a total price of $1.0 billion, under trading plans complying with Rule 10b5-1 under the Exchange Act, at an average price of $145.23 per share. The repurchased shares are reflected as treasury stock on our consolidated balance sheets and statement of stockholders’ equity. As of October 31, 2021, the repurchase program was complete. |
Revenues, Accounts Receivable,
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations | 12 Months Ended |
Jan. 31, 2022 | |
Segment Reporting [Abstract] | |
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations | Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations Disaggregation of Revenues The following table presents disaggregated revenues by major product or service type: Fiscal Year Ended January 31, (In thousands) 2022 2021 2020 Revenues Cloud services $ 943,785 $ 554,132 $ 312,358 License 1,056,481 971,378 1,373,367 Maintenance, professional services and training 673,398 703,875 673,201 Total revenues $ 2,673,664 $ 2,229,385 $ 2,358,926 Revenues by geography are based on the shipping address of the customer. The following table presents our revenues by geographic region: Fiscal Year Ended January 31, (In thousands) 2022 2021 2020 United States $ 1,843,288 $ 1,467,260 $ 1,676,395 International 830,376 762,125 682,531 Total revenues $ 2,673,664 $ 2,229,385 $ 2,358,926 Other than the United States, no other individual country exceeded 10% of total revenues during any of the periods presented. The following table presents revenues by channel partners representing 10% or more of total revenues: Fiscal Year Ended January 31, 2022 2021 2020 Channel Partner A 29 % 28 % 29 % Channel Partner B 14 % 13 % 19 % The revenues from these channel partners are comprised of a number of customer transactions, none of which were individually greater than 10% of total revenues during fiscal 2022, 2021 or 2020. Accounts Receivable The following table presents total current and non-current accounts receivable by channel partners representing 10% or more of total current and non-current accounts receivable: January 31, 2022 2021 Channel Partner A 30 % 26 % The COVID-19 pandemic and the recent economic downturn prompted us to perform additional credit reviews of our existing customers. After performing our additional reviews using a current expected credit loss model, we determined that, while there may be delays in certain of our collections, the risk of credit loss on our accounts receivable as of January 31, 2022 is low. As this is consistent with the results of our risk assessment, no significant adjustments to our allowance for doubtful accounts were made. Deferred Revenue Revenues recognized from amounts included in deferred revenue as of January 31, 2021 and 2020 were $943.2 million and $785.2 million during fiscal 2022 and 2021, respectively. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and excludes performance obligations that are subject to cancellation terms. Our remaining performance obligations were $2.58 billion as of January 31, 2022, of which we expect to recognize approximately 64% as revenue over the next 12 months and the remainder thereafter. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes 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) 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 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. 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. ASC Topic 740, Income Taxes, requires that the tax benefit of net operating losses, temporary differences and credit carryforwards be recorded as an asset if we believe that realization is more likely than not. Realization of the future tax benefits is dependent on our ability to generate sufficient taxable income in future periods. Due to our history of U.S. operating losses, we believe that realization of our U.S. deferred tax assets is not more likely than not and, accordingly, have provided a full valuation allowance. The valuation allowance totaled $1.2 billion and $925.8 million for fiscal 2022 and 2021, respectively. The valuation allowance on our net deferred tax assets increased by $254.3 million, $282.4 million and $162.1 million during fiscal 2022, 2021 and 2020, respectively. If we reverse all or part of our valuation allowance in the future, our consolidated financial statements in the period of reversal may reflect a material increase in balance sheet assets and a corresponding material tax benefit to our consolidated statements of operations. As of January 31, 2022, we had net operating loss carryforwards of $2.93 billion for federal income tax purposes, a portion of which will begin to expire in 2025 if unused. We had net operating loss carryforwards of $1.88 billion for state income tax purposes, which will begin to expire in the year 2023 if unused. As of January 31, 2022, we also had research and development tax credit carryforwards of $204.1 million for federal income tax purposes and $155.0 million for state income tax purposes. The federal research and development tax credits will begin to expire in 2026 if unused. State research and development tax credits carry forward indefinitely. As of January 31, 2022, we have an immaterial amount of earnings indefinitely reinvested outside of the U.S. We do not intend to repatriate these earnings, so we do not provide for U.S. income taxes and foreign withholding tax on these earnings. As of January 31, 2022, our unrecognized tax benefits were $82.1 million, of which $11.1 million would, if recognized, impact our effective tax rate. The remainder will not, if recognized, affect the effective income tax rate due to the valuation allowance that currently offsets deferred tax assets. 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 We identify, evaluate and measure all uncertain tax positions taken or to be taken on tax returns and record liabilities for positions that may not be sustained upon examination by the relevant taxing authorities. We are subject to federal, state and local taxes in the United States and numerous foreign jurisdictions. Our federal tax returns for the years 2005 through the current period remain subject to examination. The potential change in unrecognized tax benefits during the next 12 months is not expected to be material. |
Net Loss Per Share
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. |
Description of the Business a_2
Description of the Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation | Business Splunk Inc. (“we,” “us,” “our”) provides innovative cloud services and licensed software solutions that deliver and operationalize insights from the data generated by digital systems. 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 business transactions, customer and user behavior, and security threats. This data is growing significantly as a direct result of the prevalence and importance of digital systems used by today’s organizations. Our solutions help users remove barriers between insights derived from this data and actions organizations take to thrive in an era of unprecedented digital transformation. We were incorporated in California in October 2003 and reincorporated in Delaware in May 2006. |
Fiscal Year | Fiscal Year Our fiscal year ends on January 31. References to fiscal 2022, for example, refer to the fiscal year ended January 31, 2022. |
Basis of Presentation | Basis of Presentation We prepared our consolidated financial statements in accordance with generally accepted accounting principles (“GAAP”). The accompanying 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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 the liability component of the convertible debt, the fair value of assets acquired and liabilities assumed in business combinations, income taxes, the discount rate used for operating leases, and contingencies. Actual results could differ from those estimates. |
COVID-19 | COVID-19 The novel coronavirus (“COVID-19”) has created, and may continue to create, significant uncertainty in macroeconomic conditions. The lasting social effects and extent of the impact the COVID-19 pandemic will directly or indirectly have on the global economy, our business, results of our operations, and our financial condition will depend on future developments which are highly uncertain and cannot be accurately predicted. These include the duration, spread, severity and potential recurrence of the virus and its variants, and the global availability of COVID-19 vaccines and vaccination rates. As of the date of issuance of these consolidated financial statements, we are not aware of any specific event or circumstance that would require us to update our estimates, judgments or adjust the carrying value of our assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and will be recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to our consolidated financial statements. |
Segments | Segments We operate our business as one operating segment: the development and marketing of cloud services and licensed software solutions that enable our customers to gain real-time business insights 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. |
Foreign Currency | Foreign Currency During fiscal 2022, we reassessed the functional currency of our foreign subsidiaries and determined it was the U.S.Dollar for all our subsidiaries. The impact of this change was not material. Foreign currency transaction gains and losses are included in “Other income (expense), net” on our consolidated statements of operations and were not material during fiscal 2022, 2021, and 2020. Foreign Currency Contracts We may use foreign currency forward contracts as a part of our strategy to manage exposure related to foreign currency denominated monetary assets and liabilities. These contracts typically have maturities of one month. They are not designated as cash flow or fair value hedges under ASC Topic 815, Derivatives and Hedging. These contracts hedge assets and liabilities that are denominated in foreign currencies and are carried at fair value as either assets or liabilities on our consolidated balance sheets with changes in the fair value included in “Other income (expense), net” on our consolidated statements of operations. |
Business Combinations | Business Combinations We use our best estimates and assumptions to allocate the fair value of purchase consideration to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. We apply significant judgment in determining the fair value of the intangible assets acquired, which involves the use of significant estimates and assumptions with respect to revenue growth rates, royalty rate and technology migration curve. While we use our best estimates and judgments, our estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. We continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustments to our preliminary estimates to goodwill provided that we are within the measurement period. Upon the conclusion of the final determination of the fair value of assets acquired or liabilities assumed during the measurement period, any subsequent adjustments are included in our consolidated statements of operations. |
Revenue Recognition | Revenue Recognition We generate revenues in the form of cloud services fees, license and related maintenance fees, and other service fees. Cloud services are provided on a subscription basis and give our customers access to our cloud solutions, which include related customer support. Licenses for on-premises software (“licenses”) are typically term licenses and provide the customer with a right to use the software. When a term license is purchased, maintenance is bundled with the license for the term of the license period. Other services include training and professional services that are not integral to the functionality of the cloud services or licenses. Our contracts with customers often contain multiple performance obligations, which may include a combination of cloud services, licenses, related maintenance and support services, and professional services including training. We apply significant judgment in identifying and accounting for each performance obligation, as a result of evaluating the terms and conditions in contracts. For these contracts, we account for cloud services, licenses, maintenance and support, and other services as separate performance obligations as they are each distinct. Revenue is recognized when the performance obligations are satisfied. We satisfy our cloud service performance obligation over the associated contract term and recognize the associated revenue ratably over the term of the contract once access is provided to the customer, consistent with the pattern of benefit to the customer of such services. We satisfy our obligation and recognize revenue for licenses upon transfer of control of the licenses, which occurs at delivery of the license key to customers, or when the license term commences, if later. We satisfy our maintenance and support performance obligations and recognize revenue ratably over the maintenance and support term, consistent with the pattern of benefit to the customer of such services. Professional services and training are either provided on a time and material basis or over a contract term. We satisfy our professional services and training performance obligations and recognize the associated revenue as services are delivered. With respect to contracts that include customer acceptance provisions, we recognize revenue upon customer acceptance. Our policy is to record revenues net of any applicable sales tax, use, goods and services, value added, and excise taxes. Customers can purchase our products under different pricing options. Regardless of the pricing option selected, the consideration for our cloud services and license contracts is fixed and does not result in variable consideration. The transaction price is allocated to the separate performance obligations on a relative standalone selling price (“SSP”) basis. We determine the SSP based on an observable standalone selling price when it is available, as well as other factors, including the price charged to customers, our discounting practices, and our overall pricing objectives, while maximizing observable inputs. In situations where pricing is highly variable, we estimate the SSP using the residual approach. Most of our multi-year cloud services and license contracts are invoiced annually. A receivable for multi-year cloud services is generally recorded upon invoicing. A receivable for multi-year license contracts is recorded upon delivery, whether or not invoiced, to the extent we have an unconditional right to receive payment in the future related to those licenses. The non-current portion of these receivables, primarily consisting of unbilled receivables from multi-year license contracts, is included in “Accounts receivable, non-current” on our consolidated balance sheets. Payment terms and conditions vary by contract type, although our standard payment terms generally require payment within 30 to 60 days. In instances where the timing of revenue recognition differs from the timing of payment, we have determined our contracts do not generally include a significant financing component. The primary purpose of our invoicing terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing from our customers or to provide customers with financing. Deferred revenue is recorded when we invoice a contract or deliver a license prior to recognizing revenue. It is comprised of balances related to cloud services, maintenance, training and professional services invoiced at the beginning of each service period, as well as licenses that were delivered prior to the license term commencing. |
Deferred Sales Commissions | Deferred Sales Commissions Sales commissions paid to our sales force and the related payroll taxes are considered incremental and recoverable costs of obtaining a contract with a customer. Costs related to new cloud services and term license contracts are amortized in proportion to the transfer of related services and delivery of licenses, including renewals, over the average period of benefit. We have determined that the average period of benefit related to these costs is five years, which is longer than our customers’ initial contract periods, but reflects the average period of benefit, including expected contract renewals. In arriving at this average period of benefit we considered the nature of our customer contracts, the duration of our relationships with customers, and the estimated life cycles of our technology. Costs related to renewals are amortized over the contract period. In capitalizing and amortizing deferred commissions, we have elected to apply a portfolio approach. We include capitalized costs in “Deferred commissions, current and non-current” on our consolidated balance sheets and related amortization of deferred commissions in “Sales and marketing” expense on our consolidated statements of operations. There were no impairments to deferred commissions for all periods presented. Commission expense was $177.7 million, $223.6 million and $208.9 million for fiscal 2022, 2021 and 2020, respectively. |
Cash and Cash Equivalents | Cash and Cash EquivalentsWe consider all highly liquid instruments with original maturities of 90 days or less at the date of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. We do not hold or issue financial instruments for trading purposes. |
Investments | Investments For our investments in marketable debt securities, we determine the appropriate classification at the time of purchase and reevaluate such determination at each balance sheet date. All securities are classified as available-for-sale and are carried at fair value. When the fair value of a security is below its amortized cost, the carrying value of the security will be reduced to its fair value if it is more likely than not that management is required to sell the impaired security before recovery of its amortized basis, or management has the intention to sell the security. If neither of these conditions are met, we determine whether the impairment is due to credit losses by comparing the present value of the expected cash flows of the security with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security. An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in “Other income (expense), net” on our consolidated statements of operations. Non-credit related impairment losses are reported as a separate component on our consolidated statements of comprehensive income (loss). The cost of securities sold is based on the specific-identification method. Interest on securities classified as available-for-sale is included in “Interest income” on our consolidated statements of operations. Investments in entities where we have the ability to exercise significant influence, but not control, over the investee are accounted for using the equity method of accounting. Our results of operations will include, as a component of “Other income (expense), net,” our share of the net income or loss of the equity investments accounted for under the equity method of accounting. Those equity investments over which we do not have the ability to exercise significant influence and that do not have readily determinable fair values are accounted for at cost, less impairment and adjusted for subsequent observable price changes obtained from transactions for identical or similar investments issued by the same issuer. Changes in the basis of these investments will be recognized in “Other income (expense), net.” |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents, investments and accounts receivable. We maintain the majority of our cash balance with two financial institutions that management believes are high-credit, quality financial institutions and invest our cash equivalents in highly rated money market funds. Our accounts receivable is subject to collection risk. Our gross accounts receivable is reduced for this risk by an allowance for doubtful accounts. This allowance is for estimated losses resulting from the inability of our customers to make required payments. It is an estimate and is regularly evaluated for adequacy by taking into consideration a combination of factors. We look at factors such as past collection experience, credit quality of the customer, age of the receivable balance, and current economic conditions. These factors are reviewed to determine whether an allowance for bad debts should be recorded to reduce the receivable balance to the amount believed to be collectible. The following table presents the changes in the allowance for doubtful accounts: Fiscal Year Ended January 31, (In thousands) 2022 2021 2020 Balance at beginning of period $ 4,430 $ 1,003 $ 445 Add: bad debt expense 5,981 3,533 1,062 Less: write-offs, net of recoveries (6,894) (106) (504) Balance at end of period $ 3,517 $ 4,430 $ 1,003 |
Goodwill and Intangible Assets | Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments Goodwill and indefinite-lived intangible assets are carried at cost and are evaluated annually for impairment, or more frequently if circumstances exist that indicate that impairment may exist. When conducting our annual goodwill impairment assessment, we perform a quantitative evaluation of whether goodwill is impaired by comparing the fair value of our reporting unit to its carrying value. We consider the enterprise to be the reporting unit for this analysis. If the carrying amount of our reporting unit exceeds its fair value, we recognize an impairment loss in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. In-process research and development is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When in-process research and development projects are completed, the corresponding amount is reclassified as an amortizable intangible asset and is amortized over the asset’s estimated useful life. Finite-lived intangible assets are amortized over their useful lives. Each period we evaluate the estimated remaining useful life of our finite-lived intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. In addition, we evaluate the recoverability of our long-lived assets including intangible and tangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, then the carrying amount of such assets is reduced to fair value. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost net of accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets ranging from generally three 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 |
Capitalized Software Development and Implementation Costs | Capitalized Software Development and Implementation Costs Capitalization of software development costs for software to be sold, leased, or otherwise marketed begins upon the establishment of technological feasibility, which is generally the completion of a working prototype that has been certified as having no critical bugs and is a release candidate. Amortization begins once the software is ready for its intended use, generally based on the pattern in which the economic benefits will be consumed. We did not capitalize any software development costs for fiscal 2022 and 2021 because the cost incurred and the time between technological feasibility and product release was insignificant. We had no amortization expense from capitalized purchased technology during fiscal 2022, 2021 or 2020. |
Leases | 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 right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets. 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 include leases with terms of 12 months or less on our 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 consolidated balance sheets. As of January 31, 2022, we had no finance leases. Refer to Note 4 “Leases” for details. |
Advertising Expense | Advertising Expense We expense advertising costs as incurred. We incurred $25.5 million, $36.8 million and $30.1 million in advertising expenses for fiscal 2022, 2021 and 2020, respectively. Advertising costs are included in “Sales and marketing” expenses on our consolidated statements of operations. |
Stock-Based Compensation | Stock-Based Compensation We recognize compensation expense for all share-based payment awards, including stock options, restricted stock units (“RSUs”), performance units (“PSUs”) and restricted stock awards (“RSAs”), based on the estimated fair value of the award on the grant date over the related vesting periods. The expense recorded is based on awards ultimately expected to vest and therefore is reduced by estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Options are generally only granted in connection with business combinations for the purpose of replacing unvested awards of acquiree employees. We calculate the fair value of options using the Black-Scholes method and expense using the straight-line attribution approach. The fair value of each option grant and stock purchase right granted under the Employee Stock Purchase Plan (“ESPP”) is estimated on the date of grant using the Black-Scholes option pricing model. We recognize stock-based compensation related to our ESPP using the graded-vesting attribution method over the offering period, which is twelve months. Stock-based compensation expense is recognized net of estimated forfeiture activity. The determination of the grant date fair value of options using an option-pricing model is affected by assumptions regarding a number of other complex and subjective variables, which include our expected stock price volatility over the expected term of the options, stock option exercise and cancellation behaviors, risk-free interest rates and expected dividends. The expected term of the options is based on the average period the stock options are expected to remain outstanding calculated as the midpoint of the vesting terms and contractual expiration periods, as we do not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The expected stock price volatility for our stock is determined by examining the historical volatility of our common stock. The risk-free interest rate is calculated using the average of the published interest rates United States Treasury zero-coupon issues with maturities that approximate the expected term. The dividend yield assumption is zero as we do not have any history of, nor plans to make, dividend payments. The number of PSUs earned and eligible to vest is determined based on achievement of certain performance conditions and/or market conditions and the recipients’ continued service with us. For awards subject to service and performance conditions, the number of shares of our stock issued pursuant to the award can range from 0% to 200% of the target amount. For awards subject to service and performance conditions that also include market conditions, the number of shares of our stock issued pursuant to the award can range from 0% to 300% of the target amount. Compensation expense for PSUs with performance conditions is measured using the fair value at the date of grant and recorded over the vesting period under the graded-vesting attribution method, and may be adjusted over the vesting period based on interim estimates of performance against pre-set objectives. We use a Monte Carlo option-pricing model to determine the fair value of PSUs with market conditions. |
Income Taxes | Income Taxes We account for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences of differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. We record a valuation allowance to reduce deferred income tax assets to the extent that we believe any deferred tax assets are not more-likely-than-not to be realized. Because of our history of U.S. net operating losses, we have established a full valuation allowance on our U.S. deferred tax assets. We regularly assess the need for the valuation allowance, and if we determine that an adjustment is needed, we will record the necessary adjustment in the period that the determination is made. Our tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. We recognize the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination, based solely on its technical merits. We measure the tax benefit recognized as the largest amount of benefit which is more likely than not to be realized upon settlement. |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Standards We did not adopt any new accounting standards in the period ended January 31, 2022. Recently Issued Accounting Pronouncements Standard Description Effective Date Effect on the Consolidated Financial Statements (or Other Significant Matters) ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815 - 40) In August 2020, the FASB issued new authoritative guidance to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The standard reduces the number of models used to account for convertible instruments and simplifies both the classification of debt on the balance sheet and the earnings per share calculation. First quarter of fiscal 2023. We will adopt this standard in our first quarter of fiscal 2023 using the modified-retrospective approach, under which, financial results reported in periods prior to fiscal 2023 will not be adjusted. The previously recorded equity components of the convertible instruments outstanding and amortization of the debt discount and issuance costs classified as equity are reclassified from equity to debt through an adjustment to the opening balance of accumulated deficit as of February 1, 2022 which will result in reduced interest expense in future periods. Adoption of the standard will result in a decrease to accumulated deficit of $304.0 million, decrease to additional paid-in capital of $1 billion and an increase to convertible senior notes, net of $737.6 million. ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers This ASU amends the guidance on accounting related to contract assets and liabilities acquired in business combinations. Entities will be required to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. Prior to this ASU, an acquirer generally recognizes contract assets and contract liabilities at fair value on the acquisition date. The guidance should be applied prospectively to business combinations occurring on or after the effective date of the amendment in this update. First quarter of fiscal 2024. Early adoption is permitted. We will adopt this standard in our first quarter of fiscal 2023 and apply the standard to any contract assets and liabilities acquired in a business combination occurring on or after February 1, 2022. |
Description of the Business a_3
Description of the Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of changes in the allowance for doubtful accounts | The following table presents the changes in the allowance for doubtful accounts: Fiscal Year Ended January 31, (In thousands) 2022 2021 2020 Balance at beginning of period $ 4,430 $ 1,003 $ 445 Add: bad debt expense 5,981 3,533 1,062 Less: write-offs, net of recoveries (6,894) (106) (504) Balance at end of period $ 3,517 $ 4,430 $ 1,003 |
Schedule of estimated useful lives of 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 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. |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | Recently Adopted Accounting Standards We did not adopt any new accounting standards in the period ended January 31, 2022. Recently Issued Accounting Pronouncements Standard Description Effective Date Effect on the Consolidated Financial Statements (or Other Significant Matters) ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815 - 40) In August 2020, the FASB issued new authoritative guidance to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The standard reduces the number of models used to account for convertible instruments and simplifies both the classification of debt on the balance sheet and the earnings per share calculation. First quarter of fiscal 2023. We will adopt this standard in our first quarter of fiscal 2023 using the modified-retrospective approach, under which, financial results reported in periods prior to fiscal 2023 will not be adjusted. The previously recorded equity components of the convertible instruments outstanding and amortization of the debt discount and issuance costs classified as equity are reclassified from equity to debt through an adjustment to the opening balance of accumulated deficit as of February 1, 2022 which will result in reduced interest expense in future periods. Adoption of the standard will result in a decrease to accumulated deficit of $304.0 million, decrease to additional paid-in capital of $1 billion and an increase to convertible senior notes, net of $737.6 million. ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers This ASU amends the guidance on accounting related to contract assets and liabilities acquired in business combinations. Entities will be required to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. Prior to this ASU, an acquirer generally recognizes contract assets and contract liabilities at fair value on the acquisition date. The guidance should be applied prospectively to business combinations occurring on or after the effective date of the amendment in this update. First quarter of fiscal 2024. Early adoption is permitted. We will adopt this standard in our first quarter of fiscal 2023 and apply the standard to any contract assets and liabilities acquired in a business combination occurring on or after February 1, 2022. |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Investments, Debt and Equity Securities and Fair Value Disclosures [Abstract] | |
Schedule of fair value of financial assets and liabilities that were measured on a recurring basis | 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 |
Schedule of available-for-sale securities reconciliation | 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 |
Schedule of unrealized loss on investments | 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) |
Investments classified by contractual maturity date | 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 |
Schedule of equity investments | 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 |
Leases (Tables)
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) |
Property and Equipment (Tables)
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 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. |
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 |
Acquisitions, Goodwill and In_2
Acquisitions, Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Goodwill [Line Items] | |
Business Acquisition, Pro Forma Information | The unaudited pro forma results do not reflect any cost saving synergies from operating efficiencies or the effect of the incremental costs incurred from integrating these companies. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisitions had occurred at the beginning of the period presented, nor are they indicative of future results of operations: (In thousands) Fiscal Year Ended January 31, 2020 Revenues $ 2,376,181 Net loss $ (434,998) |
Schedule of Goodwill | Goodwill balances are presented below: Fiscal Year Ended January 31, (In thousands) 2022 2021 Beginning balance $ 1,334,888 $ 1,292,840 Goodwill acquired 66,740 42,048 Ending balance $ 1,401,628 $ 1,334,888 |
Schedule of finite-lived intangible assets | Intangible assets subject to amortization as of January 31, 2022 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Developed technology $ 283,400 $ (164,529) $ 118,871 46 Customer relationships 92,710 (47,701) 45,009 29 Other acquired intangible assets 7,394 (6,505) 889 8 Total intangible assets subject to amortization $ 383,504 $ (218,735) $ 164,769 Intangible assets subject to amortization as of January 31, 2021 are as follows: (In thousands, except useful life) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted-Average Remaining Useful Life Developed technology $ 273,349 $ (127,072) $ 146,277 57 Customer relationships 86,310 (28,778) 57,532 41 Other acquired intangible assets 7,420 (5,076) 2,344 19 Total intangible assets subject to amortization $ 367,079 $ (160,926) $ 206,153 |
Schedule of expected future amortization for capitalized computer software costs developed for internal use | The expected future amortization expense for acquired intangible assets as of January 31, 2022 is as follows: Fiscal Period (In thousands) Expected Amortization Expense Fiscal 2023 $ 55,448 Fiscal 2024 48,892 Fiscal 2025 33,010 Fiscal 2026 17,058 Fiscal 2027 10,361 Total amortization expense $ 164,769 |
TruSTAR | |
Goodwill [Line Items] | |
Finite-lived and indefinite-lived intangible assets acquired as part of business combination | 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 Developed technology $ 10,100 36 Customer relationships 6,400 36 Total intangible assets acquired $ 16,500 |
Rigor | |
Goodwill [Line Items] | |
Finite-lived and indefinite-lived intangible assets acquired as part of business combination | 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 Developed technology $ 10,700 36 Customer relationships 4,500 36 Other acquired intangible assets 200 12 Total intangible assets acquired $ 15,400 |
SignalFx | |
Goodwill [Line Items] | |
Finite-lived and indefinite-lived intangible assets acquired as part of business combination | 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 Developed technology $ 108,800 84 Customer relationships 60,900 60 Other acquired intangible assets 4,000 36 Total intangible assets acquired $ 173,700 |
Omnition | |
Goodwill [Line Items] | |
Finite-lived and indefinite-lived intangible assets acquired as part of business combination | 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 Developed technology $ 8,000 60 Total intangible assets acquired $ 8,000 |
Streamlio | |
Goodwill [Line Items] | |
Finite-lived and indefinite-lived intangible assets acquired as part of business combination | 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 Developed technology $ 3,600 36 Total intangible assets acquired $ 3,600 |
Convertible Senior Notes (Table
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 |
Stock Compensation Plans (Table
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 Shares Available Shares Weighted- Weighted- Aggregate (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 Weighted-Average Remaining Contractual Term 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 |
Revenues, Accounts Receivable_2
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations, Revenue from Contract with Customer (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table presents disaggregated revenues by major product or service type: Fiscal Year Ended January 31, (In thousands) 2022 2021 2020 Revenues Cloud services $ 943,785 $ 554,132 $ 312,358 License 1,056,481 971,378 1,373,367 Maintenance, professional services and training 673,398 703,875 673,201 Total revenues $ 2,673,664 $ 2,229,385 $ 2,358,926 |
Revenue from External Customers by Geographic Areas | Revenues by geography are based on the shipping address of the customer. The following table presents our revenues by geographic region: Fiscal Year Ended January 31, (In thousands) 2022 2021 2020 United States $ 1,843,288 $ 1,467,260 $ 1,676,395 International 830,376 762,125 682,531 Total revenues $ 2,673,664 $ 2,229,385 $ 2,358,926 |
Schedule of Revenue by Channel Partners | The following table presents revenues by channel partners representing 10% or more of total revenues: Fiscal Year Ended January 31, 2022 2021 2020 Channel Partner A 29 % 28 % 29 % Channel Partner B 14 % 13 % 19 % |
Schedule Of Accounts Receivable by Channel Partners | The following table presents total current and non-current accounts receivable by channel partners representing 10% or more of total current and non-current accounts receivable: January 31, 2022 2021 Channel Partner A 30 % 26 % |
Income Taxes (Tables)
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 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Jan. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of computation of historical basic and diluted net loss per share | 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) |
Potentially dilutive securities that were not included in the diluted per share calculations because they would be 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 |
Description of the Business a_4
Description of the Business and Significant Accounting Policies (Details) | 12 Months Ended |
Jan. 31, 2022segment | |
Segments | |
Number of operating segments | 1 |
Description of the Business a_5
Description of the Business and Significant Accounting Policies (Details 2) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022USD ($)financial_institution | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Expected Dividend | $ 0 | ||
Capitalized software development costs | 12,900 | $ 20,300 | |
Capitalized software implementation costs | 22,100 | ||
Amortization of intangible assets | 57,800 | 57,700 | $ 38,500 |
Changes in the allowance for doubtful accounts | |||
Balance at beginning of period | 4,430 | 1,003 | 445 |
Add: bad debt expense | 5,981 | 3,533 | 1,062 |
Less: write-offs | (6,894) | (106) | (504) |
Balance at end of period | $ 3,517 | 4,430 | $ 1,003 |
Cash | Credit concentration | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Number of financial institutions | financial_institution | 2 | ||
Capitalized software development costs | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Amortization of intangible assets | $ 7,100 | $ 1,500 | |
Minimum | |||
Revenue Recognition | |||
Accounts receivable payment terms | 30 days | ||
Maximum | |||
Revenue Recognition | |||
Accounts receivable payment terms | 60 days | ||
PSUs | Minimum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number Of Shares Of Stock Issued To Targeted Amount, Percentage | 0.00% | ||
PSUs | Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number Of Shares Of Stock Issued To Targeted Amount, Percentage | 200.00% | ||
PSUs with market conditions | Minimum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number Of Shares Of Stock Issued To Targeted Amount, Percentage | 0.00% | ||
PSUs with market conditions | Maximum | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Number Of Shares Of Stock Issued To Targeted Amount, Percentage | 300.00% |
Description of the Business a_6
Description of the Business and Significant Accounting Policies (Details 3) | 12 Months Ended |
Jan. 31, 2022 | |
Minimum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Maximum | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 3 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful Life | 5 years |
Description of the Business a_7
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 |
Investments and Fair Value Me_3
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 Me_4
Investments and Fair Value Measurements - Amortized Cost To Fair Value Reconciliation (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 299,672 | $ 87,797 |
Unrealized Gains | 2 | 50 |
Unrealized Losses | (405) | 0 |
Fair Value | 299,269 | 87,847 |
Due within one year | 289,337 | |
Due within one to two years | 9,932 | |
Cash and cash equivalents | Commercial Paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 3,000 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 3,000 | |
Investments, current | U.S. Government and Agency Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 75,032 | |
Unrealized Gains | 36 | |
Unrealized Losses | 0 | |
Fair Value | 75,068 | |
Investments, current | Corporate Bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 131,253 | 12,765 |
Unrealized Gains | 2 | 14 |
Unrealized Losses | (240) | 0 |
Fair Value | 131,015 | $ 12,779 |
Investments, current | Commercial Paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 155,469 | |
Unrealized Gains | 0 | |
Unrealized Losses | (147) | |
Fair Value | 155,322 | |
Investments, non-current | U.S. Government and Agency Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 8,036 | |
Unrealized Gains | 0 | |
Unrealized Losses | (12) | |
Fair Value | 8,024 | |
Investments, non-current | Commercial Paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,914 | |
Unrealized Gains | 0 | |
Unrealized Losses | (6) | |
Fair Value | $ 1,908 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Securities in Unrealized Loss Position (Details) $ in Thousands | Jan. 31, 2022USD ($) |
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) |
Investments and Fair Value Me_6
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 Me_7
Investments and Fair Value Measurements - Equity Investments (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Investments, Debt and Equity Securities and Fair Value Disclosures [Abstract] | ||
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 |
Investments and Fair Value Me_8
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 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Lessee, Lease, Description [Line Items] | |||
Total current and non-current operating lease liabilities | $ 269,592 | ||
Loss on lease termination | 47,124 | $ 0 | $ 0 |
Operating lease cost | 59,400 | 82,500 | $ 49,600 |
San Jose Lease | |||
Lessee, Lease, Description [Line Items] | |||
Total current and non-current operating lease liabilities | $ 155,500 | ||
Loss on lease termination | $ 55,200 |
Leases - Lease Term and Discoun
Leases - Lease Term and Discount Rate (Details) | Jan. 31, 2022 | Jan. 31, 2021 |
Leases [Abstract] | ||
Weighted-average remaining lease term (in years) | 7 years 8 months 12 days | 8 years 4 months 24 days |
Weighted-average discount rate | 6.00% | 6.00% |
Leases - Maturity of Lease Liab
Leases - Maturity of Lease Liability (Details) $ in Thousands | Jan. 31, 2022USD ($) |
Leases [Abstract] | |
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 | $ 269,592 |
Leases - Supplemental Disclosur
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 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
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 | |
Depreciation and amortization expense on Property and Equipment, net | 41,300 | 34,900 | $ 29,000 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 73,411 | 70,628 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 26,840 | 33,142 | |
Leasehold and building improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 141,496 | 180,956 | |
Capitalized software development costs | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 36,695 | 23,795 | |
Leasehold improvements not in service | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 6,000 | 25,400 | |
Software development costs under development | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 7,400 | $ 16,700 |
Property and Equipment (Detai_2
Property and Equipment (Details 2) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Long-lived assets | $ 354,098 | $ 539,076 |
United States | ||
Property, Plant and Equipment [Line Items] | ||
Long-lived assets | 301,309 | 476,575 |
United Kingdom | ||
Property, Plant and Equipment [Line Items] | ||
Long-lived assets | 41,483 | 50,460 |
International | ||
Property, Plant and Equipment [Line Items] | ||
Long-lived assets | $ 11,306 | $ 12,041 |
Acquisitions, Goodwill and In_3
Acquisitions, Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands | 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 |
Acquisitions, Goodwill and In_4
Acquisitions, Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | May 28, 2021 | Nov. 05, 2020 | Nov. 01, 2019 | Oct. 01, 2019 | Sep. 13, 2019 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Fair value of replacement equity awards attributable to pre-acquisition service | $ 939 | $ 2,313 | $ 19,703 | |||||
Goodwill | $ 1,401,628 | $ 1,334,888 | $ 1,292,840 | |||||
Developed technology | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired intangible assets, remaining useful life | 46 months | 57 months | ||||||
Customer relationships | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired intangible assets, remaining useful life | 29 months | 41 months | ||||||
Other acquired intangible assets | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired intangible assets, remaining useful life | 8 months | 19 months | ||||||
TruSTAR | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 16,500 | |||||||
Percentage of voting interests acquired | 100.00% | |||||||
Purchase price | $ 82,100 | |||||||
Purchase price paid in cash | 81,200 | |||||||
Net assets (liabilities) acquired | 1,100 | |||||||
Goodwill | 66,700 | |||||||
TruSTAR | Developed technology | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 10,100 | |||||||
Acquired intangible assets, remaining useful life | 36 months | |||||||
TruSTAR | Customer relationships | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 6,400 | |||||||
Acquired intangible assets, remaining useful life | 36 months | |||||||
Rigor | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 15,400 | |||||||
Percentage of voting interests acquired | 100.00% | |||||||
Purchase price | $ 37,600 | |||||||
Purchase price paid in cash | 37,600 | |||||||
Net assets (liabilities) acquired | 900 | |||||||
Net deferred tax liabilities assumed | 1,800 | |||||||
Goodwill | 23,100 | |||||||
Rigor | Developed technology | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 10,700 | |||||||
Acquired intangible assets, remaining useful life | 36 months | |||||||
Rigor | Customer relationships | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 4,500 | |||||||
Acquired intangible assets, remaining useful life | 36 months | |||||||
Rigor | Other acquired intangible assets | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 200 | |||||||
Acquired intangible assets, remaining useful life | 12 months | |||||||
Plumbr And Flowmill | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired intangible assets, remaining useful life | 3 years | |||||||
Percentage of voting interests acquired | 100.00% | |||||||
Purchase price | $ 31,600 | |||||||
Purchase price paid in cash | 24,400 | |||||||
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 | |||||||
Net assets (liabilities) acquired | 2,900 | |||||||
Net deferred tax liabilities assumed | 500 | |||||||
Goodwill | 19,000 | |||||||
Plumbr And Flowmill | Developed technology | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 10,200 | |||||||
SignalFx | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 173,700 | |||||||
Percentage of voting interests acquired | 100.00% | |||||||
Purchase price | $ 961,400 | |||||||
Purchase price paid in cash | 619,100 | |||||||
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 | |||||||
Net assets (liabilities) acquired | 62,100 | |||||||
Net deferred tax liabilities assumed | 3,300 | |||||||
Goodwill | 728,900 | |||||||
SignalFx | Developed technology | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 108,800 | |||||||
Acquired intangible assets, remaining useful life | 84 months | |||||||
SignalFx | Customer relationships | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 60,900 | |||||||
Acquired intangible assets, remaining useful life | 60 months | |||||||
SignalFx | Other acquired intangible assets | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 4,000 | |||||||
Acquired intangible assets, remaining useful life | 36 months | |||||||
Omnition | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 8,000 | |||||||
Percentage of voting interests acquired | 100.00% | |||||||
Purchase price | $ 52,500 | |||||||
Purchase price paid in cash | 31,600 | |||||||
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 | |||||||
Goodwill | 44,500 | |||||||
Omnition | Developed technology | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 8,000 | |||||||
Acquired intangible assets, remaining useful life | 60 months | |||||||
Streamlio | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 3,600 | |||||||
Percentage of voting interests acquired | 100.00% | |||||||
Purchase price | $ 19,800 | |||||||
Purchase price paid in cash | 18,700 | |||||||
Fair value of replacement equity awards attributable to pre-acquisition service | 1,100 | |||||||
Net assets (liabilities) acquired | 100 | |||||||
Goodwill | 16,100 | |||||||
Streamlio | Developed technology | ||||||||
Finite-Lived and Indefinite-lived Intangible Assets Acquired as Part of Business Combination [Line Items] | ||||||||
Acquired fair value of finite-lived intangible assets | $ 3,600 | |||||||
Acquired intangible assets, remaining useful life | 36 months |
Acquisitions, Goodwill and In_5
Acquisitions, Goodwill and Intangible Assets - Goodwill Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 1,334,888 | $ 1,292,840 |
Goodwill acquired | 66,740 | 42,048 |
Ending balance | $ 1,401,628 | $ 1,334,888 |
Intangible Assets Amortization
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 |
Intangible Assets Expected Futu
Intangible Assets Expected Future Amortization Expense (Details) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 2021 |
Business Combinations [Abstract] | ||
Fiscal 2023 | $ 55,448 | |
Fiscal 2024 | 48,892 | |
Fiscal 2025 | 33,010 | |
Fiscal 2026 | 17,058 | |
Fiscal 2027 | 10,361 | |
Total amortization expense | $ 164,769 | $ 206,153 |
Acquisitions, Goodwill and In_6
Acquisitions, Goodwill and Intangible Assets - Pro Forma Information (Details) - SignalFx, Omnition, VictorOps and Phantom $ in Thousands | 12 Months Ended |
Jan. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |
Revenues | $ 2,376,181 |
Net loss | $ (434,998) |
Convertible Senior Notes - Narr
Convertible Senior Notes - Narrative (Details) $ / shares in Units, $ in Thousands | Jul. 09, 2021USD ($)$ / shares | Jun. 21, 2021$ / shares | Jun. 05, 2020USD ($)$ / shares | Sep. 21, 2018USD ($)$ / shares | Jan. 31, 2022USD ($)trading_day$ / shares | Jan. 31, 2021USD ($) | Jan. 31, 2020USD ($) | Jun. 02, 2020$ / shares | Sep. 18, 2018$ / shares |
Debt Instrument [Line Items] | |||||||||
Proceeds from the issuance of convertible senior notes, net of issuance costs | $ 981,920 | $ 1,246,544 | $ 0 | ||||||
2023 Notes, Liability component | |||||||||
Debt Instrument [Line Items] | |||||||||
Effective discount rate | 6.25% | ||||||||
2023 Notes, Liability component | Convertible Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Partial repurchase | $ 407,400 | ||||||||
2023 Notes, Equity component | Convertible Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Partial repurchase | 283,600 | ||||||||
2023 Notes, Payment of interest accrued | Convertible Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Partial repurchase | 500 | ||||||||
2023 Notes, Partial repurchase | Convertible Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Partial repurchase | 691,600 | ||||||||
Convertible Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Consecutive trading days threshold | trading_day | 10 | ||||||||
Measurement period, business days | trading_day | 5 | ||||||||
Percentage of stock trigger price for measurement period | 98.00% | ||||||||
Convertible senior notes repurchase price percentage | 100.00% | ||||||||
Convertible Senior Notes | 2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 1,000,000 | ||||||||
Stated interest rate | 0.75% | ||||||||
Proceeds from the issuance of convertible senior notes, net of issuance costs | $ 981,700 | ||||||||
Conversion ratio | 6.25 | ||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 160 | $ 160 | |||||||
Initial conversion price premium, percent | 30.00% | ||||||||
Share price measurement period | 10 days | ||||||||
Share price (in dollars per share) | $ / shares | $ 123.08 | ||||||||
Trading days threshold | trading_day | 20 | ||||||||
Consecutive trading days threshold | trading_day | 30 | ||||||||
Convertible senior notes repurchase price percentage | 100.00% | ||||||||
Equity component | $ 287,671 | ||||||||
Effective interest rate | 8.37% | ||||||||
Aggregate principal outstanding | $ 1,000,000 | ||||||||
Convertible Senior Notes | 2026 Notes | Level 3 | |||||||||
Debt Instrument [Line Items] | |||||||||
Convertible senior notes, fair value | 720,000 | ||||||||
Convertible Senior Notes | 2026 Notes | Liability | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance costs | $ 12,900 | ||||||||
Convertible Senior Notes | 2026 Notes | Additional Paid-in Capital | |||||||||
Debt Instrument [Line Items] | |||||||||
Equity component | 293,000 | ||||||||
Issuance costs | $ 5,400 | ||||||||
Convertible Senior Notes | SL Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of stock trigger price | 140.00% | ||||||||
Convertible Senior Notes | 2027 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 1,270,000 | ||||||||
Stated interest rate | 1.125% | ||||||||
Option to purchase additional amount | $ 165,000 | ||||||||
Proceeds from the issuance of convertible senior notes, net of issuance costs | $ 1,250,000 | ||||||||
Conversion ratio | 3.9164 | ||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 255.34 | $ 255.34 | |||||||
Initial conversion price premium, percent | 35.00% | ||||||||
Share price (in dollars per share) | $ / shares | $ 189.14 | ||||||||
Equity component | $ 342,062 | ||||||||
Effective interest rate | 6.26% | ||||||||
Convertible senior notes, fair value | $ 1,160,000 | ||||||||
Aggregate principal outstanding | 1,265,000 | ||||||||
Convertible Senior Notes | 2027 Notes | Liability | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance costs | $ 14,200 | ||||||||
Convertible Senior Notes | 2027 Notes | Additional Paid-in Capital | |||||||||
Debt Instrument [Line Items] | |||||||||
Equity component | 347,400 | ||||||||
Issuance costs | $ 5,400 | ||||||||
Convertible Senior Notes | 2023 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 1,270,000 | ||||||||
Stated interest rate | 0.50% | ||||||||
Option to purchase additional amount | $ 165,000 | ||||||||
Conversion ratio | 6.7433 | ||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 148.30 | $ 148.30 | |||||||
Initial conversion price premium, percent | 27.50% | ||||||||
Share price (in dollars per share) | $ / shares | $ 116.31 | ||||||||
Equity component | $ 264,129 | ||||||||
Effective interest rate | 5.65% | ||||||||
Convertible senior notes, fair value | $ 840,000 | ||||||||
Aggregate principal outstanding | 776,700 | 776,661 | |||||||
Convertible Senior Notes | 2023 Notes | Liability | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance costs | $ 10,400 | ||||||||
Convertible Senior Notes | 2023 Notes | Additional Paid-in Capital | |||||||||
Debt Instrument [Line Items] | |||||||||
Equity component | 266,900 | ||||||||
Issuance costs | $ 2,800 | ||||||||
Convertible Senior Notes | 2023 Notes, Partial repurchase | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal outstanding | 488,339 | ||||||||
Debt Instrument, Repurchased Face Amount | (488,300) | ||||||||
Convertible Senior Notes | 2025 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Principal amount | $ 862,500 | ||||||||
Stated interest rate | 1.125% | ||||||||
Option to purchase additional amount | $ 112,500 | ||||||||
Conversion ratio | 6.7433 | ||||||||
Initial conversion price (in dollars per share) | $ / shares | $ 148.30 | $ 148.30 | |||||||
Initial conversion price premium, percent | 27.50% | ||||||||
Share price (in dollars per share) | $ / shares | $ 116.31 | ||||||||
Equity component | $ 234,712 | ||||||||
Effective interest rate | 6.22% | ||||||||
Convertible senior notes, fair value | $ 960,000 | ||||||||
Aggregate principal outstanding | 862,500 | ||||||||
Convertible Senior Notes | 2025 Notes | Liability | |||||||||
Debt Instrument [Line Items] | |||||||||
Issuance costs | $ 6,500 | ||||||||
Convertible Senior Notes | 2025 Notes | Additional Paid-in Capital | |||||||||
Debt Instrument [Line Items] | |||||||||
Equity component | 237,200 | ||||||||
Issuance costs | $ 2,500 | ||||||||
Convertible Senior Notes | 2023 Notes and 2025 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Proceeds from the issuance of convertible senior notes, net of issuance costs | $ 2,110,000 | ||||||||
Convertible Senior Notes | 2023, 2025, and 2027 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Trading days threshold | trading_day | 20 | ||||||||
Percentage of stock trigger price | 130.00% | ||||||||
Convertible senior notes repurchase price percentage | 100.00% | ||||||||
Convertible Senior Notes | 2023 Notes, Total prior to partial repurchase | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal outstanding | $ 1,265,000 | ||||||||
Fiscal quarter commencing after the fiscal quarter ending on January 31, 2019 | Convertible Senior Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Trading days threshold | trading_day | 20 | ||||||||
Consecutive trading days threshold | trading_day | 30 | ||||||||
Percentage of stock trigger price | 130.00% | ||||||||
Fiscal quarter commencing after the fiscal quarter ending on January 31, 2019 | Convertible Senior Notes | 2023, 2025, and 2027 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Consecutive trading days threshold | trading_day | 30 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of Carrying Amount of the Liability and Equity (Details) - Convertible Senior Notes - USD ($) $ in Thousands | Jan. 31, 2022 | Jun. 05, 2020 |
2023 Notes | ||
Liability component: | ||
Principal amount | $ 776,661 | $ 776,700 |
Unamortized discount | (58,269) | |
Unamortized issuance costs | (2,274) | |
Net carrying amount | 716,118 | |
Equity component, net of purchase discounts and issuance costs | 264,129 | |
2023 Notes, Total prior to partial repurchase | ||
Liability component: | ||
Principal amount | 1,265,000 | |
Unamortized discount | (184,336) | |
Unamortized issuance costs | (7,194) | |
Net carrying amount | 1,073,470 | |
2023 Notes, Partial repurchase | ||
Liability component: | ||
Principal amount | 488,339 | |
Unamortized discount | (71,161) | |
Unamortized issuance costs | (2,777) | |
Net carrying amount | $ 414,401 | |
2025 Notes | ||
Liability component: | ||
Principal amount | 862,500 | |
Unamortized discount | (135,436) | |
Unamortized issuance costs | (3,727) | |
Net carrying amount | 723,337 | |
Equity component, net of purchase discounts and issuance costs | 234,712 | |
2027 Notes | ||
Liability component: | ||
Principal amount | 1,265,000 | |
Unamortized discount | (278,251) | |
Unamortized issuance costs | (11,334) | |
Net carrying amount | 975,415 | |
Equity component, net of purchase discounts and issuance costs | 342,062 | |
2026 Notes | ||
Liability component: | ||
Principal amount | 1,000,000 | |
Unamortized discount | (265,608) | |
Unamortized issuance costs | (11,531) | |
Net carrying amount | 722,861 | |
Equity component, net of purchase discounts and issuance costs | $ 287,671 |
Convertible Senior Notes - Sc_2
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 |
Convertible Senior Notes - Calc
Convertible Senior Notes - Calculation of Gain on Extinguishment of Convertible Senior Notes (Details) - USD ($) $ in Thousands | Jun. 05, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 |
Extinguishment of Convertible Senior Notes [Line Items] | ||||
Gain from the 2023 Notes Partial Repurchase | $ 0 | $ 6,952 | $ 0 | |
Convertible Senior Notes | 2023 Notes, Partial repurchase | ||||
Extinguishment of Convertible Senior Notes [Line Items] | ||||
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 |
Convertible Senior Notes - Othe
Convertible Senior Notes - Other Key Terms and Premiums Paid for Capped Calls (Details) - Capped Calls - USD ($) $ / shares in Units, $ in Thousands | Jun. 05, 2020 | Sep. 21, 2018 |
2023 Notes and 2025 Notes | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Initial strike price, subject to certain adjustments (in dollars per share) | $ 148.30 | |
Cap price, subject to certain adjustments (in dollars per share) | $ 232.62 | |
Total premium paid | $ 274,275 | |
2027 Notes | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Initial strike price, subject to certain adjustments (in dollars per share) | $ 255.34 | |
Cap price, subject to certain adjustments (in dollars per share) | $ 378.28 | |
Total premium paid | $ 137,379 |
Stock Compensation Plans (Detai
Stock Compensation Plans (Details) | 12 Months Ended |
Jan. 31, 2022shares | |
Available for Grant | |
Balances at the beginning of the period (in shares) | 24,923,677 |
Options granted (in shares) | (41,772) |
Options forfeited and expired (in shares) | 29,510 |
RSUs and PSUs granted (in shares) | (7,838,416) |
Shares withheld related to net share settlement of RSUs and PSUs (in shares) | 1,607,813 |
RSUs and PSUs forfeited and canceled (in shares) | 3,063,530 |
Balances at the end of the period (in shares) | 21,744,342 |
Stock Compensation Plans (Det_2
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% |
Stock Compensation Plans (Det_3
Stock Compensation Plans (Details 3) - RSAs | 12 Months Ended |
Jan. 31, 2022shares | |
Stock Compensation Plans | |
Balances at the beginning of the period (in shares) | 485,683 |
RSAs vested | (249,069) |
Balances at the end of the period (in shares) | 246,106 |
Stock Compensation Plans (Det_4
Stock Compensation Plans (Details 4) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | $ 794,818 | $ 618,655 | $ 545,424 |
Cost of revenues | |||
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | 79,968 | 56,437 | 44,399 |
Research and development | |||
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | 327,065 | 271,120 | 185,262 |
Sales and marketing | |||
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | 246,447 | 198,346 | 216,276 |
General and administrative | |||
Stock-Based Compensation Expense | |||
Total stock-based compensation expense | $ 141,338 | $ 92,752 | $ 99,487 |
Stock Compensation Plans (Det_5
Stock Compensation Plans (Details 5) | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
PSUs | |||
Assumptions used to determine the fair value | |||
Risk-free rate | 2.30% | ||
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected term (in years) | 4 years | ||
PSUs | Minimum | |||
Assumptions used to determine the fair value | |||
Expected volatility | 46.00% | 42.80% | 37.90% |
Risk-free rate | 0.30% | 0.20% | |
Expected term (in years) | 2 years 8 months 12 days | 3 years 4 months 24 days | |
PSUs | Maximum | |||
Assumptions used to determine the fair value | |||
Expected volatility | 47.50% | 43.90% | 40.20% |
Risk-free rate | 0.40% | 0.60% | |
Expected term (in years) | 3 years | 4 years | |
Options | |||
Assumptions used to determine the fair value | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
Options | Minimum | |||
Assumptions used to determine the fair value | |||
Expected volatility | 43.10% | 43.80% | 38.50% |
Risk-free rate | 0.30% | 0.40% | 1.50% |
Expected term (in years) | 3 years 2 months 12 days | 4 years 8 months 12 days | 3 years |
Options | Maximum | |||
Assumptions used to determine the fair value | |||
Expected volatility | 45.70% | 44.10% | 42.80% |
Risk-free rate | 1.00% | 0.50% | 1.80% |
Expected term (in years) | 5 years 8 months 12 days | 5 years 6 months | 6 years 4 months 24 days |
ESPP | |||
Assumptions used to determine the fair value | |||
Dividend yield | 0.00% | 0.00% | 0.00% |
ESPP | Minimum | |||
Assumptions used to determine the fair value | |||
Expected volatility | 40.60% | 53.20% | 37.40% |
Risk-free rate | 0.10% | 0.10% | 1.60% |
Expected term (in years) | 6 months | 6 months | 6 months |
ESPP | Maximum | |||
Assumptions used to determine the fair value | |||
Expected volatility | 47.40% | 70.20% | 46.60% |
Risk-free rate | 0.30% | 0.20% | 2.00% |
Expected term (in years) | 1 year | 1 year | 1 year |
Revenues, Accounts Receivable_3
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations - Disaggregated Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 2,673,664 | $ 2,229,385 | $ 2,358,926 |
Cloud services | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 943,785 | 554,132 | 312,358 |
License | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | 1,056,481 | 971,378 | 1,373,367 |
Maintenance, professional services and training | |||
Disaggregation of Revenue [Line Items] | |||
Total revenues | $ 673,398 | $ 703,875 | $ 673,201 |
Revenues, Accounts Receivable_4
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations - Revenue by Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Concentration Risk | |||
Revenues | $ 2,673,664 | $ 2,229,385 | $ 2,358,926 |
United States | |||
Concentration Risk | |||
Revenues | 1,843,288 | 1,467,260 | 1,676,395 |
International | |||
Concentration Risk | |||
Revenues | $ 830,376 | $ 762,125 | $ 682,531 |
Revenues, Accounts Receivable_5
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% |
Revenues, Accounts Receivable_6
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 |
Revenues, Accounts Receivable_7
Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations - Remaining Performance Obligations (Details) $ in Millions | Jan. 31, 2022USD ($) |
Revenue from Contract with Customer [Abstract] | |
Revenue, Remaining Performance Obligation, Amount | $ 2,580 |
Revenue, Remaining Performance Obligation, Percentage | 64.00% |
Revenues, Accounts Receivable_8
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 (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Loss before income tax expense | |||
United States | $ (1,338,946) | $ (907,201) | $ (363,053) |
International | 18,163 | 6,153 | 31,402 |
Loss before income taxes | (1,320,783) | (901,048) | (331,651) |
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 |
Reconciliation of federal statutory income tax provision to effective income tax provision | |||
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 |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Jan. 31, 2022 | Jan. 31, 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 | 5,049 | 5,368 |
Non-current deferred tax liabilities | (366) | (289) |
Net deferred taxes | $ 4,683 | $ 5,079 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | Jan. 31, 2019 | |
Net operating loss and tax credit carry forwards | ||||
Deferred tax assets valuation allowance | $ (1,180,117) | $ (925,844) | ||
Deferred tax assets valuation allowance increase (decrease) | 254,300 | 282,400 | $ 162,100 | |
Unrecognized Tax Benefits | 82,113 | $ 60,661 | $ 39,774 | $ 32,905 |
Liability for unrecognized tax positions that would, if recognized, impact the entity's effective tax rate | 11,100 | |||
Federal | ||||
Net operating loss and tax credit carry forwards | ||||
Net operating loss carryforward | 2,930,000 | |||
Tax credit | 204,100 | |||
State | ||||
Net operating loss and tax credit carry forwards | ||||
Net operating loss carryforward | 1,880,000 | |||
Tax credit | $ 155,000 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits Rollforward (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Unrecognized tax benefit | |||
Balance at beginning of year | $ 60,661 | $ 39,774 | $ 32,905 |
Increase related to prior year tax positions | 2,720 | 2,969 | 0 |
Decrease related to prior year tax positions | (447) | (446) | 0 |
Increase related to current year tax positions | 19,179 | 18,364 | 6,869 |
Balance at end of year | $ 82,113 | $ 60,661 | $ 39,774 |
Net Loss Per Share (Details)
Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Numerator | |||
Net loss | $ (1,339,097) | $ (907,980) | $ (336,668) |
Denominator | |||
Weighted-average common shares outstanding basic (in shares) | 161,966 | 160,397 | 152,653 |
Less: Weighted-average unvested common shares subject to repurchase or forfeiture (in shares) | (338) | (653) | (704) |
Weighted-average common shares outstanding diluted (in shares) | 161,628 | 159,744 | 151,949 |
Net loss per share | |||
Net loss per share, basic (in dollars per share) | $ (8.29) | $ (5.68) | $ (2.22) |
Diluted (in dollars per share) | $ (8.29) | $ (5.68) | $ (2.22) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities (Details) - shares | 12 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Jan. 31, 2020 | |
Potentially dilutive securities | |||
Antidilutive securities excluded from computation of earnings per share, amount | 13,855 | 14,654 | 15,371 |
Shares subject to outstanding common stock options | |||
Potentially dilutive securities | |||
Antidilutive securities excluded from computation of earnings per share, amount | 213 | 419 | 824 |
Shares subject to outstanding RSUs, PSUs and RSAs | |||
Potentially dilutive securities | |||
Antidilutive securities excluded from computation of earnings per share, amount | 11,933 | 11,723 | 13,999 |
Employee stock purchase plan | |||
Potentially dilutive securities | |||
Antidilutive securities excluded from computation of earnings per share, amount | 1,709 | 641 | 548 |
Shares underlying the conversion spread in the convertible senior notes | |||
Potentially dilutive securities | |||
Antidilutive securities excluded from computation of earnings per share, amount | 0 | 1,871 | 0 |
Net Loss Per Share - Net Loss P
Net Loss Per Share - Net Loss Per Share Conversion Shares (Details) shares in Millions | Jan. 31, 2022shares$ / 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 | 160 | $ 160 | ||
Convertible Senior Notes | 2027 Notes | |||||
Potentially dilutive securities | |||||
Initial conversion price (in dollars per share) | $ 255.34 | $ 255.34 | $ 255.34 |