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Stockholders' Equity
12 Months Ended
Jan. 31, 2022
Share-based Payment Arrangement [Abstract]  
Stockholders' Equity Stockholders’ Equity
The Company maintains the following stock plans: the ESPP, the 2013 Equity Incentive Plan and the 2014 Inducement Equity Incentive Plan (“2014 Inducement Plan”). Options issued have terms of seven years.
The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions and fair value per share:
 Fiscal Year Ended January 31,
202220212020
Volatility
34 - 37
%
28 - 37
%
27 - 30
%
Estimated life3.5 years3.5 years3.5 years
Risk-free interest rate
0.4 - 1.7
%
0.2 - 1.4
%
1.6 - 2.5
%
Weighted-average fair value per share of grants$59.34 $41.24 $39.59 
The Company estimated its future stock price volatility considering both its observed option-implied volatilities and its historical volatility calculations. Management believes this is the best estimate of the expected volatility over the expected life of its stock options and stock purchase rights.
The estimated life for the stock options was based on an analysis of historical exercise activity. The risk-free interest rate is based on the rate for a U.S. government security with the same estimated life at the time of the option grant and the stock purchase rights.
The estimated forfeiture rate applied is based on historical forfeiture rates. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option pricing model.
In fiscal 2022, 2021 and 2020, the Company granted performance-based restricted stock unit awards to certain employees, including the Chair of the Board and Co-Chief Executive Officer, the Vice Chair of the Board and Co-Chief
Executive Officer and other senior executives. The performance-based restricted stock unit awards are subject to vesting based on a market-based condition and a service-based condition. At the end of the three-year service period, based on the Company's share price performance, these performance-based restricted stock units will vest in a percentage of the target number of shares between 0 and 200 percent, depending on the extent the performance condition is achieved.
Stock option activity, excluding the ESPP, for fiscal 2022 was as follows:
  Options Outstanding
 Shares
Available for
Grant
(in millions)
Outstanding
Stock
Options
(in millions)
Weighted-
Average
Exercise Price
Aggregate
Intrinsic Value (in millions)
Balance as of January 31, 202182 23 $120.61 
Increase in shares authorized:
2013 Equity Incentive Plan10 
Assumed equity plans
Options granted under all plans(8)201.38 
Restricted stock activity(26)
Performance-based restricted stock units activity(2)
Exercised(7)89.26 
Plan shares expired or canceled(3)163.48 
Balance as of January 31, 202266 21 $156.34 $3,078 
Vested or expected to vest20 $153.87 $2,934 
Exercisable as of January 31, 2022$115.76 $1,709 
The total intrinsic value of the options exercised during fiscal 2022, 2021, and 2020, was $1.2 billion, $1.2 billion, and $0.8 billion, respectively. The intrinsic value of options exercised during each year is calculated as the difference between the market value of the stock at the time of exercise and the exercise price of the stock option.
The weighted-average remaining contractual life of vested and expected to vest options is approximately five years.
As of January 31, 2022, options to purchase 9 million shares were vested at a weighted-average exercise price of $115.76 per share and had a weighted-average remaining contractual life of approximately 3 years. The total intrinsic value of these vested options based on the market value of the stock as of January 31, 2022 was approximately $1.7 billion.
The following table summarizes information about stock options outstanding as of January 31, 2022:
 Options OutstandingOptions Exercisable
Range of Exercise
Prices
Number
Outstanding
(in millions)
Weighted-
Average
Remaining
Contractual Life
(Years)
Weighted-
Average
Exercise
Price
Number of
Shares
(in millions)
Weighted-
Average
Exercise
Price
$0.71 to $80.99
3.1$55.98 $57.00 
$81.88 to $148.24
3.7125.80 121.33 
$154.14
5.1154.14 154.14 
$155.20 to $207.53
4.2164.12 162.61 
$215.17 to $296.84
6.2223.61 0.00 
21 4.7156.34 $115.76 
Restricted stock activity for fiscal 2022 was as follows:
 Restricted Stock Outstanding
 Outstanding
(in millions)
Weighted-Average Grant Date Fair ValueAggregate
Intrinsic
Value (in millions)
Balance as of January 31, 202125 $155.50 
Granted - restricted stock units and awards18 233.58 
Granted - performance-based stock units197.70 
Canceled(4)180.40 
Vested and converted to shares(13)160.45 
Balance as of January 31, 202227 $202.85 $6,350 
Expected to vest24 $5,618 
The restricted stock, which upon vesting entitles the holder to one share of common stock for each share of restricted stock, has an exercise price of $0.001 per share, which is equal to the par value of the Company’s common stock, and generally vest over four years. The total fair value of shares vested during fiscal 2022 and 2021 was $3.2 billion and $2.5 billion, respectively.
The aggregate expected stock-based expense remaining to be recognized as of January 31, 2022 was as follows (in millions):
Fiscal Period:
Fiscal 2023$2,670 
Fiscal 20241,661 
Fiscal 20251,010 
Fiscal 2026239 
Total stock-based expense$5,580 
The aggregate expected stock-based expense remaining to be recognized reflects only outstanding stock awards as of January 31, 2022 and assumes no forfeiture activity. The aggregate expected stock-based expense remaining will be recognized over a weighted-average period of approximately two years.
Common Stock
The following number of shares of common stock were reserved and available for future issuance at January 31, 2022 (in millions):
Options outstanding21 
Restricted stock awards and units and performance-based stock units outstanding27 
Stock available for future grant or issuance:
2013 Equity Incentive Plan66 
2014 Inducement Plan
Amended and Restated 2004 Employee Stock Purchase Plan
119 
Preferred Stock
The Company’s board of directors has the authority, without further action by stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series. The Company’s board of directors may designate the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on the Company’s common stock, diluting the voting power of its common stock, impairing the liquidation rights of its common stock, or delaying or preventing a change in control. As of January 31, 2022 and 2021, no shares of preferred stock were outstanding.