Business Combinations

12 Months Ended

Jan. 31, 2023

Business Combination and Asset Acquisition [Abstract]

Business Combinations

Business Combinations

Acquisition of Auth0

On May 3, 2021, the Company acquired all outstanding shares of privately-held Auth0, an Identity-as-a-Service company. Total consideration transferred for Auth0 was $5,671 million, including approximately 19 million shares of common stock valued at $5,176 million, cash of $257 million, and assumed outstanding equity awards with vested fair value of $238 million. Cash consideration of $4 million and approximately 1 million shares valued at $295 million were held back as partial security for post-closing true-up adjustments as well as any indemnification claims made within one year of the acquisition date. The consideration held back was paid in full during fiscal 2023. The Company incurred $29 million of acquisition-related costs, which were recorded as general and administrative expenses in its consolidated statement of operations in fiscal 2022.

The transaction was accounted for as a business combination. The total purchase price of $5,671 million was allocated to the tangible and identifiable intangible assets and liabilities based on their estimated fair values. The excess of purchase consideration over the fair value of the assets acquired and liabilities assumed was $5,290 million and was recorded as goodwill.

Acquisition of atSpoke

On August 2, 2021, the Company acquired all issued and outstanding capital stock of privately-held atSpoke, a modern workplace operations platform. The acquisition date cash consideration for atSpoke was approximately $79 million, of which $13 million of consideration was held back as partial security for any adjustments and indemnification obligations and was paid within 18 months of the closing date.

The Company recorded $18 million for developed technology intangible assets with an estimated useful life of 3 years and recorded $62 million of goodwill. The Company incurred $1 million of acquisition-related costs, which were recorded as general and administrative expenses in its consolidated statement of operations in fiscal 2022.