Fair Value of Financial Instruments

12 Months Ended

Jul. 31, 2020

Available-for-sale investments within cash equivalents and investments consist of the following (in thousands):


	July 31, 2020
	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
U.S. Government agency securities	$	242,153	$	202	$	(81)	$	242,274
Commercial paper	222,578		—		—		222,578
Corporate bonds	474,646		3,448		(38)		478,056
U.S. Government bonds	68,332		476		—		68,808
Asset-backed securities	58,564		306		—		58,870

Certificates of deposit	56,296		—		—		56,296
Money market funds	231,063		—		—		231,063
Total	$	1,353,632	$	4,432	$	(119)	$	1,357,945


	July 31, 2019
	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
U.S. Government agency securities	$	55,904	$	4	$	(29)	$	55,879
Commercial paper	239,333		—		—		239,333
Corporate bonds	666,087		1,612		(111)		667,588
U.S. Government bonds	130,530		94		(29)		130,595

Certificates of deposit	50,796		—		—		50,796
Money market funds	115,711		—		—		115,711
Total	$	1,258,361	$	1,710	$	(169)	$	1,259,902

The following table shows the gross unrealized losses and fair value of the Company’s investments with unrealized losses, aggregated by investment category and the length of time that individual securities have been in an unrealized loss position (in thousands):


	July 31, 2020
	Less Than 12 Months						12 Months or Greater						Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
U.S. Government agency securities	$	34,195	$	(81)	$	—	$	—	$	34,195	$	(81)

Corporate bonds	21,238		(38)		—		—		21,238		(38)




Total	$	55,433	$	(119)	$	—	$	—	$	55,433	$	(119)

As of July 31, 2020, the Company had 21 investments in a gross unrealized loss position. The unrealized losses on its available-for-sale securities were primarily a result of unfavorable changes in interest rates subsequent to the initial purchase of these securities. The Company neither intends to sell, nor does it believe it will need to sell, these securities before recovering the associated unrealized losses. The Company does not consider any portion of the unrealized losses at July 31, 2020 to be other-than-temporarily impaired, nor are any unrealized losses considered to be credit losses. The Company has recorded the securities at fair value in its consolidated balance sheets, with unrealized gains and losses reported as a component of accumulated other comprehensive (income) loss. The amount of realized gains and losses reclassified into earnings are based on the specific identification of the securities sold. The realized gains and losses from sales of securities in the periods presented were not material.

The following table summarizes the contractual maturities of the Company’s available-for-sale investments measured at fair value (in thousands):


	July 31, 2020
	Less Than 12 Months		12 to 36 Months		Total
U.S. Government agency securities	$	110,089	$	132,185	$	242,274
Commercial paper	222,578		—		222,578
Corporate bonds	358,175		119,881		478,056
U.S. Government bonds	63,773		5,035		68,808
Asset-backed securities	25,448		33,422		58,870

Certificates of deposit	47,048		9,248		56,296
Money market funds	231,063		—		231,063
Total	$	1,058,174	$	299,771	$	1,357,945

Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company applies the three-level valuation hierarchy when measuring certain assets and liabilities:

Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2—Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data; and

Level 3—Unobservable inputs that are supported by little or no market activity, which require the Company to develop its own assumptions.

Available-for-sale investments

The following tables summarize the Company’s available-for-sale investments measured at fair value, by level within the fair value hierarchy (in thousands):


	July 31, 2020
	Level 1		Level 2		Level 3		Total
Cash equivalents:
Commercial paper	$	—	$	60,584	$	—	$	60,584

Money market funds	231,063		—		—		231,063
Total cash equivalents	231,063		60,584		—		291,647
Short-term investments:
U.S. Government agency securities	—		110,089		—		110,089
Commercial paper	—		161,994		—		161,994
Corporate bonds	—		358,175		—		358,175
U.S. Government bonds	—		63,773		—		63,773
Asset-backed securities	—		25,448		—		25,448

Certificates of deposit	—		47,048		—		47,048
Total short-term investments	—		766,527		—		766,527
Long-term investments:
U.S. Government agency securities	—		132,185		—		132,185
Corporate bonds	—		119,881		—		119,881
U.S. Government bonds	—		5,035		—		5,035

Asset-backed securities	—		33,422		—		33,422
Certificates of deposit	—		9,248		—		9,248
Total long-term investments	—		299,771		—		299,771
Total	$	231,063	$	1,126,882	$	—	$	1,357,945


	July 31, 2019
	Level 1		Level 2		Level 3		Total
Cash and cash equivalents:
Commercial paper	$	—	$	56,132	$	—	$	56,132
Corporate bonds	—		4,398		—		4,398
Money market funds	115,712		—		—		115,712
Total cash equivalents	115,712		60,530		—		$	176,242
Short-term investments:
U.S. Government agency securities	—		39,166		—		39,166
Commercial paper	—		183,201		—		183,201
Corporate bonds	—		477,169		—		477,169
U. S. Government bonds	—		123,600		—		123,600

Certificates of deposit	—		47,000		—		47,000
Total short-term investments	—		870,136		—		870,136
Long-term investments:
U.S. Government agency securities	—		16,713		—		16,713

Corporate bonds	—		186,021		—		186,021
U.S. Government bonds	—		6,994		—		6,994
Certificates of deposit	—		3,796		—		3,796

Total long-term investments	—		213,524		—		213,524
Total	$	115,712	$	1,144,190	$	—	$	1,259,902

Convertible debt - strategic investment

In May 2020, the Company invested $1.0 million in a technology company by participating in its convertible debt financing round. The Company estimates the fair value of this strategic investment to be $1.0 million as of July 31, 2020 based on assumptions of the expected return on the investment (Level 3). The strategic investment is included in long-term investments on the consolidated balance sheet.

Convertible Senior Notes

The fair value of the Convertible Senior Notes was $480.0 million and $454.1 million at July 31, 2020 and 2019, respectively. The Company estimates the fair value of the Convertible Senior Notes using commonly accepted valuation methodologies and market-based risk measurements that are directly observable, such as unadjusted quoted prices (Level 2). The Company carries the Convertible Senior Notes at initial fair value less debt discount and issuance costs on its consolidated balance sheets. For further information on the Convertible Senior Notes, see Note 6.

- Definition

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

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