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Fair Value Measurements

3 Months Ended

Apr. 30, 2020

The Company measures its financial assets at fair value each reporting period using a fair value hierarchy that prioritizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Three levels of inputs may be used to measure as follows:

Level 1—Valuations based on observable inputs that reflect quoted prices for identical assets or liabilities in active markets.

Level 2—Valuations based on other inputs that are directly or indirectly observable in the marketplace.

Level 3—Valuations based on unobservable inputs that are supported by little or no market activity.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about the Company’s financial assets that were measured at fair value on a recurring basis using the above input categories (in thousands):



	As of April 30, 2020
	Level 1		Level 2		Level 3		Total
	(unaudited)
Assets:
Cash equivalents:
Money market funds	$	497,208	$	—	$	—	$	497,208
Corporate debt securities	—		6,006		—		6,006
Total cash equivalents	497,208		6,006		—		503,214
Short-term investments:
U.S. treasury securities	—		580,077		—		580,077
Corporate debt securities	—		247,479		—		247,479
Total short-term investments	—		827,556		—		827,556
Total cash equivalents and short-term investments	$	497,208	$	833,562	$	—	$	1,330,770



	As of January 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market funds	$	416,584	$	—	$	—	$	416,584
U.S. treasury securities	—		19,996		—		19,996
Total cash equivalents	416,584		19,996		—		436,580
Short-term investments:
U.S. treasury securities	—		576,598		—		576,598
Corporate debt securities	—		306,378		—		306,378
Total short-term investments	—		882,976		—		882,976
Total cash equivalents and short-term investments	$	416,584	$	902,972	$	—	$	1,319,556

The carrying amounts of certain financial instruments, including cash held in banks, accounts receivable and accounts payable approximate fair value due to their short-term maturities and are excluded from the fair value table above.

Fair Value Measurements of Other Financial Instruments

The following table presents the carrying amounts and estimated fair values of our financial instruments that are not recorded at fair value on the condensed consolidated balance sheets (in thousands):



	As of April 30, 2020
	Net Carrying Amount ⁽¹⁾		Estimated Fair Value
	(unaudited)
2023 convertible senior notes	$	103,911	$	375,264
2025 convertible senior notes	$	859,889	$	1,126,769


⁽¹⁾	Before unamortized debt issuance costs.

The difference between the principal amount of the 2023 convertible senior notes (2023 Notes) and the 2025 convertible senior notes (2025 Notes, and together with the 2023 Notes, the Notes), $120.6 million and $1,060.0 million, respectively, and the net carrying amounts before unamortized debt issuance costs represents the unamortized debt discount (See Note 9 for additional details). The estimated fair values of the Notes, which are Level 2 financial instruments, were determined based on the quoted bid prices of the Notes in an over-the-counter market on the last trading day of the reporting period. As of April 30, 2020, the difference between the net carrying amount of the Notes and their estimated fair values represented the equity conversion value premium the market assigned to the Notes. Based on the closing price of our common stock of $151.30 on April 30, 2020, the if-converted value of the 2023 Notes exceeded the principal amount of $120.6 million, while the if-converted value of the 2025 Notes was less than the principal amount of $1,060.0 million.

- 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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