Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

WORKDAY, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Reports of Independent Registered Public Accounting Firm			51
Consolidated Balance Sheets			54
Consolidated Statements of Operations			55
Consolidated Statements of Comprehensive Loss			56
Consolidated Statements of Stockholders’ Equity			57
Consolidated Statements of Cash Flows			58
Notes to Consolidated Financial Statements			60

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Workday, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Workday, Inc. (the Company) as of January 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2021, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of January 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 2, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.


			Revenue Recognition
Description of the Matter			As described in Note 2 to the consolidated financial statements, the Company recognizes revenue primarily from subscription services and professional services contracts. Some of the Company’s contracts contain multiple performance obligations. For these contracts, the Company assesses the performance obligations and accounts for those obligations separately if they are distinct. In such cases, the transaction price is allocated to the distinct performance obligations on a relative standalone selling price basis. Auditing the Company's determination of distinct performance obligations and the allocation of the transaction price to these performance obligations was challenging. For example, there were nonstandard terms and conditions that required judgment to determine the distinct performance obligations and relative standalone selling prices were accounted for appropriately.

How We Addressed the Matter in Our Audit			We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company's process to identify distinct performance obligations and allocate the transaction price to those performance obligations, including the underlying assumptions related to the relative standalone selling price. Among other audit procedures, we selected a sample of contracts and evaluated whether management appropriately identified and considered the terms and conditions and the appropriate revenue recognition. As part of our procedures, we evaluated the assessment of distinct performance obligations and the accuracy and completeness of the underlying data used in management's determination of the relative standalone selling prices.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2008.

San Jose, California

March 2, 2021

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Workday, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Workday, Inc.’s internal control over financial reporting as of January 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Workday, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2021, and the related notes and our report dated March 2, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

San Jose, California

March 2, 2021

WORKDAY, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and par value data)


	January 31,
	2021		2020
Assets
Current assets:
Cash and cash equivalents	$	1,384,181	$	731,141
Marketable securities	2,151,472		1,213,432
Trade and other receivables, net of allowance for credit losses of $14,267 and $6,762, respectively	1,032,484		877,578
Deferred costs	122,764		100,459
Prepaid expenses and other current assets	111,160		172,012
Total current assets	4,802,061		3,094,622
Property and equipment, net	972,403		936,179
Operating lease right-of-use assets	414,143		290,902
Deferred costs, noncurrent	271,796		222,395
Acquisition-related intangible assets, net	248,626		308,401
Goodwill	1,819,625		1,819,261
Other assets	189,757		144,605
Total assets	$	8,718,411	$	6,816,365
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	75,596	$	57,556
Accrued expenses and other current liabilities	169,266		130,050
Accrued compensation	285,061		248,154
Unearned revenue	2,556,624		2,223,178
Operating lease liabilities	93,000		66,147
Debt, current	1,103,101		244,319
Total current liabilities	4,282,648		2,969,404
Debt, noncurrent	691,913		1,017,967
Unearned revenue, noncurrent	80,111		86,025
Operating lease liabilities, noncurrent	350,051		241,425
Other liabilities	35,854		14,993
Total liabilities	5,440,577		4,329,814
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.001 par value; 10 million shares authorized as of January 31, 2021, and 2020; no shares issued and outstanding as of January 31, 2021, and 2020	—		—
Class A common stock, $0.001 par value; 750 million shares authorized as of January 31, 2021, and 2020; 184 million and 170 million shares issued and outstanding as of January 31, 2021, and 2020, respectively	184		170
Class B common stock, $0.001 par value; 240 million shares authorized as of January 31, 2021, and 2020; 59 million and 62 million shares issued and outstanding as of January 31, 2021, and 2020, respectively	58		61
Additional paid-in capital	6,254,936		5,090,187
Treasury stock, at cost; 0.1 million and 0 million shares as of January 31, 2021, and 2020, respectively	(12,384)		—
Accumulated other comprehensive income (loss)	(54,970)		23,492
Accumulated deficit	(2,909,990)		(2,627,359)
Total stockholders’ equity	3,277,834		2,486,551
Total liabilities and stockholders’ equity	$	8,718,411	$	6,816,365

See Notes to Consolidated Financial Statements

WORKDAY, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)


	Year Ended January 31,
	2021		2020		2019
Revenues:
Subscription services	$	3,788,452	$	3,096,389	$	2,385,769
Professional services	529,544		530,817		436,411
Total revenues	4,317,996		3,627,206		2,822,180
Costs and expenses (1):
Costs of subscription services	611,912		488,513		379,877
Costs of professional services	586,220		576,745		455,073
Product development	1,721,222		1,549,906		1,211,832
Sales and marketing	1,233,173		1,146,548		891,345
General and administrative	414,068		367,724		347,337
Total costs and expenses	4,566,595		4,129,436		3,285,464
Operating income (loss)	(248,599)		(502,230)		(463,284)
Other income (expense), net	(26,535)		19,783		39,532
Loss before provision for (benefit from) income taxes	(275,134)		(482,447)		(423,752)
Provision for (benefit from) income taxes	7,297		(1,773)		(5,494)
Net loss	$	(282,431)	$	(480,674)	$	(418,258)
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted	$	(1.19)	$	(2.12)	$	(1.93)
Weighted-average shares used to compute net loss per share attributable to Class A and Class B common stockholders	237,019		227,185		216,789

(1)Costs and expenses include share-based compensation expenses as follows:


	Year Ended January 31,
	2021		2020		2019
Costs of subscription services	$	63,253	$	49,919	$	36,754
Costs of professional services	101,869		80,401		55,535
Product development	505,376		434,188		320,876
Sales and marketing	202,819		176,758		132,810
General and administrative	131,537		118,614		127,443

See Notes to Consolidated Financial Statements

WORKDAY, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)


	Year Ended January 31,
	2021		2020		2019
Net loss	$	(282,431)	$	(480,674)	$	(418,258)
Other comprehensive income (loss), net of tax:
Net change in foreign currency translation adjustment	2,926		(575)		(1,635)
Net change in unrealized gains (losses) on available-for-sale debt securities, net of tax provision of $0, $839, and $660, respectively	(1,437)		2,392		2,534
Net change in market value of effective foreign currency forward exchange contracts, net of tax provision of $0, $3,216, and $6,386, respectively	(79,951)		22,484		44,705
Other comprehensive income (loss), net of tax	(78,462)		24,301		45,604
Comprehensive loss	$	(360,893)	$	(456,373)	$	(372,654)

See Notes to Consolidated Financial Statements

WORKDAY, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share data)


	Year Ended January 31,
	2021		2020		2019
Common stock:
Balance, beginning of period	$	231	$	221	$	211
Issuance of common stock under employee equity plans	9		10		8
Settlement of convertible senior notes	2		—		2
Balance, end of period	242		231		221
Additional paid-in capital:
Balance, beginning of period	5,090,187		4,105,334		3,354,423
Issuance of common stock under employee equity plans	148,664		125,663		37,746
Share-based compensation	1,003,726		858,809		652,404



Equity awards assumed in business combination	—		—		4,350
Exercise of convertible senior notes hedges	303,238		—		193,680
Settlement of convertible senior notes	(4)		—		(24)
Settlement of warrants	(290,875)		—		(137,245)
Cumulative effect of accounting changes	—		381		—
Balance, end of period	6,254,936		5,090,187		4,105,334
Treasury stock:
Balance, beginning of period	—		—		—


Issuance of common stock under employee equity plans	—		—		55,813
Exercise of convertible senior notes hedges	(303,239)		—		(193,679)
Settlement of convertible senior notes	—		—		17
Settlement of warrants	290,855		—		137,849
Balance, end of period	(12,384)		—		—
Accumulated other comprehensive income (loss):
Balance, beginning of period	23,492		(809)		(46,413)
Other comprehensive income (loss)	(78,462)		24,301		45,604
Balance, end of period	(54,970)		23,492		(809)
Accumulated deficit:
Balance, beginning of period	(2,627,359)		(2,146,304)		(1,727,856)
Net loss	(282,431)		(480,674)		(418,258)
Settlement of warrants	—		—		(617)

Cumulative effect of accounting changes	(200)		(381)		427


Balance, end of period	(2,909,990)		(2,627,359)		(2,146,304)
Total stockholders’ equity	$	3,277,834	$	2,486,551	$	1,958,442


	Year Ended January 31,
	2021	2020	2019
Common stock (in shares):
Balance, beginning of period	231,708,391	222,052,063	211,977,495
Issuance of common stock under employee equity plans	9,371,466	9,656,111	9,011,223
Settlement of warrants	1,587,375	—	1,063,380
Purchase of treasury stock from the exercise of convertible senior notes hedges	(1,654,921)	—	(1,457,548)
Settlement of convertible senior notes	1,654,472	217	1,457,513
Balance, end of period	242,666,783	231,708,391	222,052,063

See Notes to Consolidated Financial Statements

WORKDAY, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Year Ended January 31,
	2021		2020		2019
Cash flows from operating activities:
Net loss	$	(282,431)	$	(480,674)	$	(418,258)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	293,657		276,278		198,111
Share-based compensation expenses	1,004,854		859,571		652,465
Amortization of deferred costs	112,647		90,641		71,238
Amortization of debt discount and issuance costs	53,693		54,034		59,974
Non-cash lease expense	84,376		67,325		—
Other	(12,311)		(35,063)		(53,195)
Changes in operating assets and liabilities, net of business combinations:
Trade and other receivables, net	(159,240)		(176,141)		(160,527)
Deferred costs	(184,353)		(149,168)		(131,996)
Prepaid expenses and other assets	52,117		(17,736)		(16,344)
Accounts payable	(3,476)		20,293		5,877
Accrued expenses and other liabilities	(18,472)		220		54,895
Unearned revenue	327,380		355,018		344,418
Net cash provided by (used in) operating activities	1,268,441		864,598		606,658
Cash flows from investing activities:
Purchases of marketable securities	(2,731,885)		(1,797,468)		(1,989,868)
Maturities of marketable securities	1,802,334		1,686,643		2,090,693
Sales of marketable securities	10,627		56,508		949,970
Owned real estate projects	(6,116)		(99,308)		(181,180)
Capital expenditures, excluding owned real estate projects	(253,380)		(243,694)		(202,507)
Business combinations, net of cash acquired	—		(473,603)		(1,474,337)
Purchase of other intangible assets	(2,950)		(850)		(10,450)
Purchases of non-marketable equity and other investments	(67,482)		(25,393)		(43,016)
Sales and maturities of non-marketable equity and other investments	7,228		252		17,911
Other	—		(9)		—
Net cash provided by (used in) investing activities	(1,241,624)		(896,922)		(842,784)
Cash flows from financing activities:
Proceeds from borrowings on Term Loan, net of debt discount and issuance costs	747,795		—		—



Payments on convertible senior notes	(250,012)		(30)		(350,030)
Payments on Term Loan	(18,750)		—		—
Proceeds from issuance of common stock from employee equity plans	148,673		125,673		93,567
Other	(2,657)		(519)		(248)
Net cash provided by (used in) financing activities	625,049		125,124		(256,711)
Effect of exchange rate changes	1,334		(282)		(614)
Net increase (decrease) in cash, cash equivalents, and restricted cash	653,200		92,518		(493,451)
Cash, cash equivalents, and restricted cash at the beginning of period	734,721		642,203		1,135,654
Cash, cash equivalents, and restricted cash at the end of period	$	1,387,921	$	734,721	$	642,203

See Notes to Consolidated Financial Statements


	Year Ended January 31,
	2021		2020		2019
Supplemental cash flow data
Cash paid for interest, net of amounts capitalized	$	14,373	$	3,306	$	38
Cash paid for income taxes	9,939		9,010		6,007
Non-cash investing and financing activities:
Purchases of property and equipment, accrued but not paid	54,792		46,027		56,308


	As of January 31,
	2021		2020		2019
Reconciliation of cash, cash equivalents, and restricted cash as shown in the statements of cash flows
Cash and cash equivalents	$	1,384,181	$	731,141	$	638,554
Restricted cash included in Prepaid expenses and other current assets	3,602		3,459		3,519
Restricted cash included in Other assets	138		121		130
Total cash, cash equivalents, and restricted cash	$	1,387,921	$	734,721	$	642,203

See Notes to Consolidated Financial Statements

Workday, Inc.

Notes to Consolidated Financial Statements

Note 1. Overview and Basis of Presentation

Company and Background

Workday delivers financial management, spend management, human capital management, planning, and analytics applications designed for the world’s largest companies, educational institutions, and government agencies. We offer innovative and adaptable technology focused on the consumer internet experience and cloud delivery model. Our applications are designed for global enterprises to manage complex and dynamic operating environments. We provide our customers highly adaptable, accessible, and reliable applications to manage critical business functions that help enable them to optimize their financial and human resources. We were originally incorporated in March 2005 in Nevada, and in June 2012, we reincorporated in Delaware.

Fiscal Year

Our fiscal year ends on January 31. References to fiscal 2021, for example, refer to the fiscal year ended January 31, 2021.

Basis of Presentation

These consolidated financial statements have been prepared in accordance with GAAP and include the results of Workday, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated.

Certain prior period amounts reported in our consolidated financial statements and notes thereto have been reclassified to conform to current period presentation.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates, judgments, and assumptions include, but are not limited to, the determination of the fair value and useful lives of assets acquired and liabilities assumed through business combinations, the period of benefit for deferred commissions, the fair value of certain equity awards, and the valuation of non-marketable equity investments. Actual results could differ from those estimates and such differences could be material to our consolidated financial statements.

Segment Information

We operate in one operating segment, cloud applications. Operating segments are defined as components of an enterprise where separate financial information is evaluated regularly by chief operating decision makers (“CODMs”) in deciding how to allocate resources and assessing performance. For fiscal 2021, our CODMs were our co-chief executive officers, Aneel Bhusri and Chano Fernandez. Our CODMs allocate resources and assess performance based upon discrete financial information at the consolidated level.

Note 2. Accounting Standards and Significant Accounting Policies

Summary of Significant Accounting Policies

Revenue Recognition

We derive our revenues from subscription services and professional services. Revenues are recognized when control of these services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for services rendered.

We determine revenue recognition through the following steps:

Identification of the contract, or contracts, with a customer;
Identification of the performance obligations in the contract;
Determination of the transaction price;
Allocation of the transaction price to the performance obligations in the contract; and
Recognition of revenue when, or as, we satisfy a performance obligation.

Subscription Services Revenue

Subscription services revenue primarily consists of fees that provide customers access to one or more of our cloud applications for financial management, spend management, human capital management, planning, and analytics, with routine customer support. Revenue is generally recognized on a ratable basis over the contract term beginning on the date that our service is made available to the customer. Our subscription contracts are generally three years or longer in length, billed annually in advance, and are generally noncancelable.

Professional Services Revenue

Professional services revenue primarily consists of consulting fees for deployment and optimization services, as well as training. Our consulting contracts are billed on a time and materials basis or a fixed price basis. For contracts billed on a time and materials basis, revenue is recognized over time as the professional services are performed. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of the professional services performed.

Contracts with Multiple Performance Obligations

Some of our contracts with customers contain multiple performance obligations. For these contracts, we account for individual performance obligations separately if they are distinct. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. We determine the standalone selling prices based on our overall pricing objectives, taking into consideration market conditions and other factors, including the value of our contracts, the cloud applications sold, customer demographics, geographic locations, and the number and types of users within our contracts.

Fair Value Measurement

We measure our cash equivalents, marketable securities, and foreign currency derivative contracts at fair value at each reporting period using a fair value hierarchy that requires that we maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In addition, we measure our non-marketable equity investments for which there has been an observable price change from an orderly transaction for identical or similar investments of the same issuer at 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 fair value:

Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 — Other inputs that are directly or indirectly observable in the marketplace.

Level 3 — Unobservable inputs that are supported by little or no market activity.

Cash and Cash Equivalents

Cash and cash equivalents consist of highly liquid investments with maturities of three months or less at the time of purchase. Our cash equivalents primarily consist of investments in U.S. treasury securities, U.S. agency obligations, corporate bonds, commercial paper, and money market funds.

Debt Securities

Debt securities primarily consist of investments in U.S. treasury securities, U.S. agency obligations, corporate bonds, and commercial paper. We classify our debt securities as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. We consider all debt securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classify these securities as current assets in the accompanying consolidated balance sheets. Debt securities included in Marketable securities on the consolidated balance sheets consist of securities with original maturities greater than three months at the time of purchase.

When the fair value of a debt security is below its amortized cost, the amortized cost should be written down to its fair value if (i) it is more likely than not that management will be required to sell the impaired security before recovery of its amortized basis or (ii) management has the intention to sell the security. If neither of these conditions are met, we must determine whether the impairment is due to credit losses. To determine the amount of credit losses, we compare the present value of the expected cash flows of the security, derived by taking into account the issuer’s credit ratings and remaining payment terms, 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 recorded in Other comprehensive income (loss) (“OCI”).

If quoted prices for identical instruments are available in an active market, debt securities are classified within Level 1 of the fair value hierarchy. If quoted prices for identical instruments in active markets are not available, fair values are estimated using quoted prices of similar instruments and are classified within Level 2 of the fair value hierarchy. To date, all of our debt securities can be valued using one of these two methodologies.

Equity Investments

We determine at the inception of each arrangement whether an investment or other interest is considered a variable interest entity (“VIE”). If the investment or other interest is determined to be a VIE, we must evaluate whether we are considered the primary beneficiary. The primary beneficiary of a VIE is the party that meets both of the following criteria: (1) has the power to direct the activities that most significantly impact the VIE’s economic performance; and (2) has the obligation to absorb losses or the right to receive benefits from the VIE. For investments in VIEs in which we are considered the primary beneficiary, the assets, liabilities, and results of operations of the VIE are consolidated in our consolidated financial statements. As of January 31, 2021, there were no VIEs for which we were the primary beneficiary.

Equity Investments Accounted for Under the Equity Method

Investments in VIEs for which we are not the primary beneficiary or do not own a controlling interest but can exercise significant influence over the investee are accounted for under the equity method of accounting. These investments are measured at cost, less any impairment, plus or minus our share of earnings and losses and are included in Other assets on the consolidated balance sheets. Our share of earnings and losses are recorded in Other income (expense), net on the consolidated statements of operations.

Non-Marketable Equity Investments Measured Using the Measurement Alternative

Non-marketable equity investments measured using the measurement alternative include investments in privately held companies without readily determinable fair values in which we do not own a controlling interest or have significant influence. These investments are included in Other assets on the consolidated balance sheets. We adjust the carrying values of non-marketable equity investments based on observable price changes from orderly transactions for identical or similar investments of the same issuer. Additionally, we assess our non-marketable equity investments quarterly for impairment. Adjustments and impairments are recorded in Other income (expense), net on the consolidated statements of operations.

Non-marketable equity investments are valued using significant unobservable inputs or data in an inactive market. Valuations of non-marketable equity investments are inherently complex due to the lack of readily available market data, and require our judgment due to the absence of market prices and inherent lack of liquidity. In addition, the determination of whether an orderly transaction is for an identical or similar investment requires significant management judgment, including understanding the differences in the rights and obligations of the investments and the extent to which those differences would affect the fair values of those investments.

Our impairment analysis encompasses a qualitative and quantitative analysis of key factors including the investee’s financial metrics, market acceptance of the investee’s product or technology, other competitive products or technology in the market, general market conditions, and the rate at which the investee is using its cash. We also consider the impacts of the COVID-19 pandemic. These factors require significant judgment. If impairment is identified, we will assess the severity and duration of the impairment.

Non-marketable equity investments that have been remeasured during the period due to an observable event or impairment are classified within Level 3 in the fair value hierarchy because we estimate the value based on valuation methods which may include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the investments we hold.

Marketable Equity Investments

We hold marketable equity investments over which we do not have a controlling interest or significant influence. Marketable equity investments are included in Marketable securities on the consolidated balance sheets. They are measured using quoted prices in active markets with changes recorded in Other income (expense), net on the consolidated statements of operations.

Trade and Other Receivables

Trade and other receivables are primarily comprised of trade receivables that are recorded at the invoice amount, net of an allowance for credit losses. We assess our allowance for credit losses on trade receivables by taking into consideration forecasts of future economic conditions, information about past events, such as our historical trend of write-offs, and customer-specific circumstances, such as bankruptcies and disputes. The allowance for credit losses on trade receivables is recorded in operating expenses on our consolidated statements of operations. Other receivables represent unbilled receivables related to subscription and professional services contracts.

Deferred Commissions

Sales commissions earned by our sales force are considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for initial contracts are deferred and then amortized on a straight-line basis over a period of benefit that we have determined to be five years. We determined the period of benefit by taking into consideration our customer contracts, our technology, and other factors. Sales commissions for renewal contracts are deferred and then amortized on a straight-line basis over the related contractual renewal period. Amortization expense is included in Sales and marketing expenses on the consolidated statements of operations.

Derivative Financial Instruments and Hedging Activities

We use derivative financial instruments to manage foreign currency exchange risk. Derivative instruments are carried at fair value and recorded as either an asset or liability on the consolidated balance sheets. Gains and losses resulting from changes in fair value are accounted for depending on the use of the derivative and whether it is designated and qualifies for hedge accounting. For derivative instruments designated as cash flow hedges, which we use to hedge certain customer contracts denominated in foreign currencies, the gains or losses are recorded in Accumulated other comprehensive income (loss) (“AOCI”) on the consolidated balance sheets and subsequently reclassified to income in the same period that the underlying revenues are earned. For derivative instruments not designated as hedging instruments, which we use to hedge a portion of our net outstanding monetary assets and liabilities, the gains or losses are recorded in Other income (expense), net on the consolidated statement of operations in the period of change. We use nonderivative financial instruments designated as net investment hedges to hedge our net investment in certain foreign subsidiaries. The gains or losses, which are not material, are recorded in the currency translation adjustment component of AOCI and are reclassified to income in the period in which the hedged subsidiary is either sold or substantially liquidated.

Our foreign currency contracts are classified within Level 2 of the fair value hierarchy because the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, such as currency spot and forward rates.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets. Leasehold improvements are depreciated over the shorter of the related lease term or ten years. Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable.

Business Combinations

We use our best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed as of the acquisition date. 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. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to our consolidated statements of operations.

Goodwill and Acquisition-Related Intangible Assets

Acquisition-related intangible assets with finite lives are amortized over their estimated useful lives. Goodwill amounts are not amortized. Acquisition-related intangible assets and goodwill are tested for impairment at least annually, and more frequently upon the occurrence of certain events.

Unearned Revenue

Unearned revenue primarily consists of customer billings in advance of revenues being recognized from our subscription contracts. We generally invoice our customers annually in advance for our subscription services. Our typical payment terms provide that customers pay a portion of the total arrangement fee within 30 days of the contract date. Unearned revenue that is anticipated to be recognized during the succeeding twelve-month period is recorded as current unearned revenue and the remaining portion is recorded as noncurrent.

Convertible Senior Notes

In June 2013, we issued 0.75% convertible senior notes due July 15, 2018, with a principal amount of $350 million, which were subsequently converted by note holders during the second quarter of fiscal 2019. Concurrently. in June 2013, we issued 1.50% convertible senior notes due July 15, 2020 with a principal amount of $250 million, which were subsequently converted by note holders during the second quarter of fiscal 2021. In September 2017, we issued 0.25% convertible senior notes due October 1, 2022, with a principal amount of $1.15 billion. In accounting for the issuance of the Notes, we separated each of the Notes into liability and equity components. The carrying amounts of the liability components were calculated by measuring the fair value of similar liabilities that do not have associated convertible features. The carrying amount 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. These differences represent debt discounts that are amortized to interest expense over the respective terms of the Notes using the effective interest rate method. The equity components 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 of issuance costs incurred to the liability and equity components based on their relative values. Issuance costs attributable to the liability components are being amortized on a straight-line basis, which approximates the effective interest rate method, to interest expense over the respective terms of the Notes. The issuance costs attributable to the equity components were netted against the respective equity components in Additional paid-in capital.

Leases

We have entered into operating lease agreements for our office space, data centers, and other property and equipment. Operating lease right-of-use assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Right-of-use assets also include adjustments related to prepaid or deferred lease payments and lease incentives. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate to determine the present value of lease payments.

We recognize variable lease costs in our consolidated statement of operations in the period incurred. Variable lease costs include common area maintenance, utilities, real estate taxes, insurance, and other operating costs that are passed on from the lessor.

Options to extend or terminate a lease are included in the lease term when it is reasonably certain that we will exercise such options. The remaining lease term of our leases generally ranges from less than one year to nine years.

Advertising Expenses

Advertising is expensed as incurred. Advertising expense was $85 million, $61 million, and $51 million for fiscal 2021, 2020, and 2019, respectively.

Share-Based Compensation

We measure and recognize compensation expense for share-based awards issued to employees and non-employees, including RSUs, performance-based restricted stock units (“PRSUs”), stock options, and purchases under the 2012 Employee Stock Purchase Plan (“ESPP”), on our consolidated statements of operations.

For RSUs and PRSUs, fair value is based on the closing price of our common stock on the grant date. Compensation expense, net of estimated forfeitures, is recognized on a straight-line basis over the requisite service period. The requisite service period of the awards is generally the same as the vesting period.

For stock options assumed, fair value is estimated using the Black-Scholes option-pricing model. Compensation expense, net of estimated forfeitures, is recognized on a straight-line basis over the requisite service period. We determine the assumptions for the option-pricing model as follows:

Risk-Free Interest Rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date closest to the grant date for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the stock option grants.
Expected Term. The expected term represents the period that our share-based award is expected to be outstanding. The expected term for stock options was determined based on the vesting terms, exercise terms, and contractual lives.
Volatility. The volatility is based on a blend of historical volatility and implied volatility of our common stock. Implied volatility is based on market traded options of our common stock.
Dividend Yield. The dividend yield is assumed to be zero as we have not paid and do not expect to pay dividends.

For shares issued under the ESPP, fair value is estimated using the Black-Scholes option-pricing model. Compensation expense is recognized on a straight-line basis over the offering period. We determine the assumptions for the option-pricing model as follows:

Risk-Free Interest Rate. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the date closest to the grant date for zero-coupon U.S. Treasury notes with maturities approximately equal to the expected term of the ESPP purchase rights.
Expected Term. The expected term represents the period that our ESPP is expected to be outstanding. The expected term for the ESPP approximates the offering period.
Volatility. The volatility is based on a blend of historical volatility and implied volatility of our common stock. Implied volatility is based on market traded options of our common stock.
Dividend Yield. The dividend yield is assumed to be zero as we have not paid and do not expect to pay dividends.

Income Taxes

We record a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, we recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax basis of assets and liabilities, as well as for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. We record a valuation allowance to reduce our deferred tax assets to the net amount that we believe is more likely than not to be realized.

We recognize tax benefits from uncertain tax positions only if we believe that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although we believe that we have adequately reserved for our uncertain tax positions, we can provide no assurance that the final tax outcome of these matters will not be materially different. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on our financial condition and operating results. The provision for income taxes includes the effects of any accruals that we believe are appropriate, as well as the related net interest and penalties.

Warranties and Indemnification

Our cloud applications are generally warranted to perform materially in accordance with our online documentation under normal use and circumstances. Additionally, our contracts generally include provisions for indemnifying customers against liabilities if use of our cloud applications infringe a third party’s intellectual property rights. We may also incur liabilities if we breach the security, privacy and/or confidentiality obligations in our contracts. To date, we have not incurred any material costs, and we have not accrued any liabilities in the accompanying consolidated financial statements, as a result of these obligations.

In our standard agreements with customers, we commit to defined levels of service availability and performance and, under certain circumstances, permit customers to receive credits in the event that we fail to meet those levels. In the event our failure to meet those levels triggers a termination right for a customer, we permit a terminating customer to receive a refund of prepaid amounts related to unused subscription services. To date, we have not experienced any significant failures to meet defined levels of availability and performance and, as a result, we have not accrued any liabilities related to these agreements on the consolidated financial statements.

Foreign Currency Exchange

The functional currency for certain of our foreign subsidiaries is the U.S. dollar, while others use local currencies. We translate the foreign functional currency financial statements to U.S. dollars for those entities that do not have the U.S. dollar as their functional currency using the exchange rates at the balance sheet date for assets and liabilities, the period average exchange rates for revenues and expenses, and the historical exchange rates for equity transactions. The effects of foreign currency translation adjustments are recorded in AOCI on the consolidated balance sheets. Foreign currency transaction gains and losses are included in Other income (expense), net on the consolidated statements of operations.

Concentrations of Risk and Significant Customers

Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, debt securities, and trade and other receivables. Our deposits exceed federally insured limits.

No customer individually accounted for more than 10% of trade and other receivables, net as of January 31, 2021, or 2020. No customer individually accounted for more than 10% of total revenues during fiscal 2021, 2020, or 2019.

In order to reduce the risk of down-time of our cloud applications, we have established data centers in various geographic regions. We have internal procedures to restore services in the event of disaster at one of our current data center facilities. We serve our customers and users from data center facilities operated by third parties, located in the United States, Europe, and Canada. Even with these procedures for disaster recovery in place, our cloud applications could be significantly interrupted during the implementation of the procedures to restore services.

In addition, we rely upon third-party hosted infrastructure partners globally, including AWS and Dimension Data, to serve customers and operate certain aspects of our services, such as environments for development testing, training, sales demonstrations, and production usage. Given this, any disruption of or interference at our hosted infrastructure partners would impact our operations and our business could be adversely impacted.

Other than the United States, no country individually accounted for more than 10% of total revenues for any of the periods on the consolidated financial statements.

Recently Adopted Accounting Pronouncements

ASU No. 2016-13

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities.

We adopted this standard effective February 1, 2020, using a modified retrospective approach, which resulted in a cumulative-effect adjustment of $0.2 million to Accumulated deficit.

ASU No. 2018-15

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new standard requires capitalized costs to be amortized on a straight-line basis generally over the term of the arrangement, and the financial statement presentation for these capitalized costs would be the same as that of the fees related to the hosting arrangements.

We adopted this standard effective February 1, 2020, using a prospective approach. The adoption of this new standard did not have a material impact on our consolidated financial statements. Subsequent impact on our consolidated financial statements will depend on the magnitude of implementation costs to be incurred. Implementation costs capitalized subsequent to adoption will be recognized in operating expenses on our consolidated statements of operations over the noncancelable period of the hosting arrangement plus any renewal periods reasonably certain to be taken.

ASU No. 2019-12

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies accounting guidance for certain tax matters, including franchise taxes and certain transactions that result in a step-up in tax basis of goodwill, and enacts changes in tax laws in interim periods. In addition, it eliminates a company’s need to evaluate certain exceptions relating to the incremental approach for intra-period tax allocation, accounting for basis differences when there are ownership changes in foreign investments, and interim period income tax accounting for year-to-date losses that exceed anticipated losses.

We adopted this standard effective February 1, 2020. We adopted the amendments in this update on a retrospective basis for the provision related to franchise taxes and prospectively for all other applicable amendments. The adoption of this new standard did not have a material impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements

ASU No. 2020-04 and ASU No. 2021-01

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions to GAAP guidance on contract modifications to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate to alternative reference rates. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848), which refines the scope of Topic 848 and clarifies some of its guidance. We may elect to apply the amendments prospectively through December 31, 2022. The impact on our consolidated financial statements from the adoption of this standard is expected to be immaterial.

ASU No. 2020-06

In August 2020, the FASB issued ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40). Under ASU No. 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments when calculating earnings per share. This new standard is effective for our interim and annual periods beginning February 1, 2022, and earlier adoption is permitted. We intend to early adopt this standard effective February 1, 2021, using the modified retrospective approach. Adoption of the new standard is expected to result in a decrease to Accumulated deficit of approximately $140 million, a decrease to Additional paid-in capital of approximately $220 million, and an increase to Debt, current of approximately $80 million. There will be an immaterial impact on Property and equipment related to non-cash interest previously capitalized. If all of the 2022 Notes remain outstanding through maturity, non-cash interest expense will be reduced by approximately $45 million in fiscal 2022, and approximately $30 million in fiscal 2023.

Note 3. Investments

Debt Securities

As of January 31, 2021, debt securities consisted of the following (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses		Aggregate Fair Value
U.S. treasury securities	$	1,054,146	$	205	$	(10)	$	1,054,341
U.S. agency obligations	504,298		196		(49)		504,445
Corporate bonds	346,563		1,253		(14)		347,802
Commercial paper	664,262		—		—		664,262
	$	2,569,269	$	1,654	$	(73)	$	2,570,850
Included in Cash and cash equivalents	$	440,678	$	—	$	—	$	440,678
Included in Marketable securities	$	2,128,591	$	1,654	$	(73)	$	2,130,172

As of January 31, 2020, debt securities consisted of the following (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses		Aggregate Fair Value
U.S. treasury securities	$	312,183	$	492	$	(5)	$	312,670
U.S. agency obligations	169,613		99		(44)		169,668
Corporate bonds	504,434		2,476		—		506,910
Commercial paper	364,701		—		—		364,701
	$	1,350,931	$	3,067	$	(49)	$	1,353,949
Included in Cash and cash equivalents	$	140,517	$	—	$	—	$	140,517
Included in Marketable securities	$	1,210,414	$	3,067	$	(49)	$	1,213,432

The unrealized losses associated with our debt securities were immaterial as of January 31, 2021, and January 31, 2020, and we did not recognize any credit losses related to our debt securities during fiscal 2021, 2020, or 2019.

We sold $11 million, $6 million, and $950 million of debt securities during fiscal 2021, 2020, and 2019, respectively. The realized gains and losses from the sales were immaterial.

Equity Investments

Equity investments consisted of the following (in thousands):


		January 31,
	Consolidated Balance Sheets Location	2021		2020
Money market funds (1)	Cash and cash equivalents	$	659,964	$	386,909
Marketable equity investments (1)	Marketable securities	21,300		—
Equity investments accounted for under the equity method	Other assets	48,222		—
Non-marketable equity investments measured using the measurement alternative (2)	Other assets	73,142		59,026
		$	802,628	$	445,935

(1)Investments with readily determinable fair values.

(2)Investments in privately held companies without readily determinable fair values.

Total realized and unrealized gains and losses associated with our equity investments consisted of the following (in thousands):


	Year Ended January 31,
	2021		2020		2019
Net realized gains (losses) recognized on equity investments sold	$	1,667	$	26,837	$	8,333
Net unrealized gains (losses) recognized on equity investments held	18,425		6,057		32,127
Total net gains (losses) recognized in Other income (expense), net	$	20,092	$	32,894	$	40,460

Equity Investments Accounted for Under the Equity Method

During the first quarter of fiscal 2021, we made an equity investment of $50 million in a limited partnership, which represents an ownership interest of approximately 6%. We determined that the limited partnership is a VIE because the at-risk equity holders, as a group, lack the characteristics of a controlling financial interest. We do not have majority voting rights nor the power to direct the activities of this entity, and therefore, we are not the primary beneficiary. The investment is accounted for under the equity method of accounting as it is considered to be more than minor and we have the ability to exercise significant influence over the entity. The carrying value was $48 million as of January 31, 2021. There was no impairment loss recorded on this investment during fiscal 2021.

Non-Marketable Equity Investments Measured Using the Measurement Alternative

During fiscal 2021 and 2020, there were $9 million and $6 million in upward adjustments to the carrying values of non-marketable equity investments as measured under the measurement alternative. No material adjustments were made to the carrying value of the non-marketable equity investments during fiscal 2019, and no material impairment losses were recorded during fiscal 2021, 2020, or 2019. In addition, during fiscal 2020 we recognized a $20 million non-cash gain on the sale of a non-marketable equity investment as part of the Scout acquisition. See Note 7, Business Combinations for further details on the Scout acquisition.

Marketable Equity Investments

During fiscal 2021 and 2019, we recorded unrealized gains on marketable equity investments of $14 million and $34 million, respectively. There were no unrealized gains or losses recorded during fiscal 2020. During fiscal 2020, we sold $51 million of marketable equity investments, with a corresponding gain recognized of $7 million. There were no sales of marketable equity investments during fiscal 2021 or 2019.

Note 4. Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table presents information about our assets and liabilities that are measured at fair value on a recurring basis and their assigned levels within the valuation hierarchy as of January 31, 2021 (in thousands):


	Level 1		Level 2		Level 3		Total
U.S. treasury securities	$	1,054,341	$	—	$	—	$	1,054,341
U.S. agency obligations	—		504,445		—		504,445
Corporate bonds	—		347,802		—		347,802
Commercial paper	—		664,262		—		664,262
Money market funds	659,964		—		—		659,964
Marketable equity investments	21,300		—		—		21,300
Foreign currency derivative assets	—		3,221		—		3,221
Total assets	$	1,735,605	$	1,519,730	$	—	$	3,255,335
Foreign currency derivative liabilities	$	—	$	49,456	$	—	$	49,456
Total liabilities	$	—	$	49,456	$	—	$	49,456


	Level 1		Level 2		Level 3		Total
U.S. treasury securities	$	312,670	$	—	$	—	$	312,670
U.S. agency obligations	—		169,668		—		169,668
Corporate bonds	—		506,910		—		506,910
Commercial paper	—		364,701		—		364,701
Money market funds	386,909		—		—		386,909

Foreign currency derivative assets	—		33,274		—		33,274
Total assets	$	699,579	$	1,074,553	$	—	$	1,774,132
Foreign currency derivative liabilities	$	—	$	3,996	$	—	$	3,996
Total liabilities	$	—	$	3,996	$	—	$	3,996

Fair Value Measurements of Other Financial Instruments

In April 2020, we entered into a Credit Agreement pursuant to which the lenders extended to Workday a senior unsecured Term Loan in an aggregate principal amount of $750 million and an unsecured Revolving Credit Facility in an aggregate principal amount of $750 million. As of January 31, 2021, the carrying value of the Term Loan was $729 million, and there were no outstanding borrowings under the Revolving Credit Facility. The estimated fair value of the Term Loan, which we have classified as a Level 2 financial instrument, approximates its carrying value because it is a floating rate facility. For further information, see Note 11, Debt.

The following table presents the carrying amounts and estimated fair values of our outstanding Notes which are not recorded at fair value on the consolidated balance sheets (in thousands):


	January 31, 2021				January 31, 2020
	Net Carrying Amount		Estimated Fair Value		Net Carrying Amount		Estimated Fair Value

1.50% Convertible senior notes due 2020	$	—	$	—	$	244,319	$	571,057
0.25% Convertible senior notes due 2022	1,065,601		1,838,448		1,017,967		1,587,978

The carrying amounts of the Notes represent the liability components of the principal balances as of January 31, 2021, and 2020. The estimated fair values of the Notes, which we have classified as 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 fiscal 2021 and 2020. As of January 31, 2021, the if-converted value of the 2022 Notes exceeded the principal amount by $629 million. The if-converted value was determined based on the closing price of our common stock of $227.53 on the last trading day of fiscal 2021. For further information, see Note 11, Debt.

Note 5. Deferred Costs

Deferred costs, which consist of deferred sales commissions, were $395 million and $323 million as of January 31, 2021, and 2020, respectively. Amortization expense for the deferred costs was $113 million, $91 million, and $71 million for fiscal 2021, 2020, and 2019, respectively. There was no impairment loss in relation to the costs capitalized for the periods presented.

Note 6. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	January 31,
	2021		2020
Land and land improvements	$	37,065	$	38,737
Buildings	494,599		489,028
Computers, equipment, and software	931,456		723,482
Furniture and fixtures	54,193		51,917
Leasehold improvements	204,273		189,668
Property and equipment, gross	1,721,586		1,492,832
Less accumulated depreciation and amortization	(749,183)		(556,653)
Property and equipment, net	$	972,403	$	936,179

Depreciation expense totaled $231 million, $201 million, and $147 million for fiscal 2021, 2020, and 2019, respectively. No interest costs were capitalized to Property and equipment, net during fiscal 2021. Interest costs capitalized to Property and equipment, net totaled $6 million and $11 million for fiscal 2020 and 2019, respectively.

Note 7. Business Combinations

Fiscal 2020

Scout Acquisition

On December 9, 2019, we acquired all outstanding stock of Scout, a cloud-based platform for strategic sourcing and supplier engagement, for total purchase consideration of $513 million, attributable to cash consideration of $485 million and the fair value of a previously held equity interest of $28 million. The acquisition of Scout helps accelerate our ability to deliver a comprehensive source-to-pay solution to our customers.

The purchase consideration was allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess recorded to goodwill as shown below. The purchase consideration allocation, which includes measurement period adjustments, was as follows (in thousands):


Acquisition-related intangible assets	$	63,400
Other assets acquired	37,087
Liabilities assumed	(17,270)
Total purchase consideration, inclusive of previously held equity interest	513,492
Estimated goodwill	$	430,275

The fair values and estimated useful lives of the acquired intangible assets by category were as follows (in thousands, except years):


	Estimated Fair Values		Estimated Useful Lives (in Years)
Trade name	$	400	1
Developed technology	28,000		5
Customer relationships	35,000		10
Total acquisition-related intangible assets	$	63,400	8

The goodwill recognized was primarily attributable to the assembled workforce and the expected synergies from integrating Scout's technology into our product portfolio. The goodwill is not deductible for U.S. federal income tax purposes.

We have included the financial results of Scout in our consolidated financial statements from the date of acquisition. Separate operating results and pro forma results of operations for Scout have not been presented as the effect of this acquisition was not material to our financial results.

Other Acquisitions

In the second quarter of fiscal 2020, acquisition activity resulted in an increase of $4 million and $9 million in acquired developed technology and goodwill, respectively.

Fiscal 2019

Adaptive Insights Acquisition

On August 1, 2018, we acquired all outstanding stock of Adaptive Insights for $1.5 billion. The acquisition of Adaptive Insights, a cloud-based provider of business planning software, strengthened our product portfolio and helps enable our customers to better plan, execute, and analyze in one system.

The purchase consideration transferred consisted of the following (in thousands):


	Purchase Consideration
Cash paid to common and preferred stockholders, warrant holders, and vested option holders	$	1,408,422
Debt repaid by Workday on behalf of Adaptive Insights	53,696
Transaction costs paid by Workday on behalf of Adaptive Insights	23,375
Fair value of assumed Adaptive Insights awards attributable to pre-combination services (1)	5,424
Total purchase consideration	$	1,490,917

(1)The assumed awards were primarily options, which were valued based upon the Black-Scholes option-pricing model.


Assets acquired:
Cash and cash equivalents	$	37,892
Trade and other receivables, net	23,042
Prepaid expenses and other current assets and other assets	2,581
Property and equipment, net	2,246
Acquisition-related intangible assets	316,000
Total assets acquired	$	381,761

Liabilities assumed:
Accounts payable	$	3,115
Accrued expenses and other current liabilities	9,396
Accrued compensation	13,545
Unearned revenue (1)	67,754
Other liabilities	1,919
Total liabilities assumed	95,729
Net assets acquired, excluding goodwill	286,032
Total purchase consideration	1,490,917
Goodwill	$	1,204,885

(1)The cost build-up method was used to determine the fair value of unearned revenue.

The goodwill recognized was primarily attributable to the value of the acquired workforce, the opportunity to expand our customer base, and the ability to add breadth and depth to our product portfolio by accelerating our financial planning roadmap. The goodwill is not deductible for U.S. federal income tax purposes.

The fair values and estimated useful lives of the acquired intangible assets by category were as follows (in thousands, except years):


	Estimated Fair Values		Estimated Useful Lives

			(in years)
Trade name	$	12,000	1.5
Developed technology	105,000		5
Customer relationships	188,000		9 - 10
Backlog	11,000		2
Total acquisition-related intangible assets	$	316,000	8

The fair values of the trade name and developed technology were determined utilizing the relief-from-royalty method, and the multi-period excess earnings method was utilized to fair value customer relationships and backlog. The valuation model inputs required the application of considerable judgment by management. The acquired finite-lived intangible assets have a total weighted-average amortization period of eight years. The weighted-average amortization period of customer relationships is ten years.

We have included the financial results of Adaptive Insights in our consolidated financial statements from the date of acquisition. One-time acquisition related transaction costs of $25 million were expensed as incurred during fiscal 2019, and were recorded in general and administrative expense on our consolidated statements of operations.

The pro forma financial information shown below summarizes the combined results of operations for Workday and Adaptive Insights as if the closing of the acquisition had occurred on February 1, 2017, the first day of our fiscal year 2018. The pro forma financial information includes adjustments that are directly attributable to the business combination and are factually supportable. The adjustments primarily reflect the amortization of acquired intangible assets, share-based compensation expense for replacement awards, as well as the pro forma tax impact for such adjustments. The pro forma financial information reflects $67 million of nonrecurring expenses related to acquisition costs and certain compensation expenses.


	Year Ended January 31,
	2019		2018

	(in thousands, except per share data)
Total revenues	$	2,886,057	$	2,228,917
Net loss	(425,604)		(529,404)
Net loss per share, basic and diluted	(1.96)		(2.55)

The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have been realized if the acquisition had taken place on February 1, 2017.

Other Acquisitions

In the second quarter of fiscal 2019, we completed two acquisitions resulting in an increase of $12 million and $16 million in developed technology and goodwill, respectively.

Note 8. Acquisition-Related Intangible Assets, Net

Acquisition-related intangible assets, net consisted of the following (in thousands):


	January 31,
	2021		2020
Developed technology	$	218,400	$	218,400
Customer relationships	223,000		224,000
Trade name	12,000		12,400
Backlog	11,000		11,000
Acquisition-related intangible assets, gross	464,400		465,800
Less accumulated amortization	(215,774)		(157,399)
Acquisition-related intangible assets, net	$	248,626	$	308,401

Amortization expense related to acquisition-related intangible assets was $60 million, $72 million, and $49 million for fiscal 2021, 2020, and 2019, respectively.

As of January 31, 2021, our future estimated amortization expense related to acquisition-related intangible assets was as follows (in thousands):


Fiscal Period:
2022	$	52,833
2023	50,109
2024	38,933
2025	27,500
2026	22,833
Thereafter	56,418
Total	$	248,626

Note 9. Other Assets

Other assets consisted of the following (in thousands):


	January 31,
	2021		2020
Non-marketable equity and other investments (1)	$	85,868	$	75,004
Equity investments accounted for under the equity method	48,222		—
Prepayments for goods and services	19,824		27,928
Technology patents and other intangible assets, net	17,766		17,898
Net deferred tax assets	9,985		6,912
Deposits	6,218		6,335
Derivative assets	173		9,529
Other	1,701		999
Total	$	189,757	$	144,605

(1)Included in non-marketable equity and other investments are investments in loan receivables of privately held companies, which are carried at amortized cost. The carrying values of these loan receivables were $13 million and $16 million as of January 31, 2021, and 2020, respectively. As of January 31, 2021, the allowance for credit losses on this balance was immaterial.

Technology patents and other intangible assets with estimable useful lives are amortized on a straight-line basis. As of January 31, 2021, the future estimated amortization expense was as follows (in thousands):


Fiscal Period:
2022	$	2,960
2023	2,688
2024	2,380
2025	1,900
2026	1,636
Thereafter	6,202
Total	$	17,766

Note 10. Derivative Instruments

We conduct business on a global basis in multiple foreign currencies, subjecting Workday to foreign currency risk. To mitigate this risk, we utilize derivative hedging contracts as described below. We do not enter into any derivatives for trading or speculative purposes.

Foreign Currency Forward Contracts Designated as Cash Flow Hedges

We are exposed to foreign currency fluctuations resulting from customer contracts denominated in foreign currencies. We have a hedging program in which we enter into foreign currency forward contracts related to certain customer contracts. We designate these forward contracts as cash flow hedging instruments since the accounting criteria for such designation have been met.

Foreign currency forward contracts designated as cash flow hedges are recorded on the consolidated balance sheets at fair value. Cash flows from such forward contracts are classified as operating activities. Gains or losses resulting from changes in the fair value of these hedges are recorded in AOCI on the consolidated balance sheets and will be subsequently reclassified to the related revenue line item on the consolidated statements of operations in the same period that the underlying revenues are earned. As of January 31, 2021, we estimate that $8 million of net losses recorded in AOCI related to our foreign currency forward contracts designated as cash flow hedges will be reclassified into income within the next 12 months.

As of January 31, 2021, and 2020, we had outstanding foreign currency forward contracts designated as cash flow hedges with total notional values of $1.3 billion and $908 million, respectively. The notional value represents the amount that will be bought or sold upon maturity of the forward contract. All contracts have maturities of less than 48 months.

Foreign Currency Forward Contracts Not Designated as Hedges

We also enter into foreign currency forward contracts to hedge a portion of our net outstanding monetary assets and liabilities. These forward contracts are intended to offset the foreign currency gains or losses associated with the underlying monetary assets and liabilities and are recorded on the consolidated balance sheets at fair value. These forward contracts are not designated as hedging instruments under applicable accounting guidance, and therefore all changes in the fair value of these forward contracts are recorded in Other income (expense), net on the consolidated statements of operations. Cash flows from such forward contracts are classified as operating activities.

As of January 31, 2021, and 2020, we had outstanding forward contracts not designated as hedges with total notional values of $175 million and $246 million, respectively.

The fair values of outstanding derivative instruments were as follows (in thousands):


	Consolidated Balance Sheets Location		January 31,
		2021			2020
Derivative assets:
Foreign currency forward contracts designated as cash flow hedges	Prepaid expenses and other current assets		$	2,073		$	20,944
Foreign currency forward contracts designated as cash flow hedges	Other assets		173			9,529
Foreign currency forward contracts not designated as hedges	Prepaid expenses and other current assets		975			2,801
Foreign currency forward contracts not designated as hedges	Other assets		—			—
Total derivative assets			$	3,221		$	33,274
Derivative liabilities:
Foreign currency forward contracts designated as cash flow hedges	Accrued expenses and other current liabilities		$	23,647		$	1,211
Foreign currency forward contracts designated as cash flow hedges	Other liabilities		24,586			1,809
Foreign currency forward contracts not designated as hedges	Accrued expenses and other current liabilities		1,162			976
Foreign currency forward contracts not designated as hedges	Other liabilities		61			—
Total derivative liabilities			$	49,456		$	3,996

The effect of foreign currency forward contracts designated as cash flow hedges on the consolidated statements of operations was as follows (in thousands):


		Year Ended January 31,
	Consolidated Statements of Operations Location	2021		2020
Total revenues	Revenues	$	4,317,996	$	3,627,206
Amount of gains (losses) related to foreign currency forward contracts designated as cash flow hedges	Revenues	18,780		6,142

Pre-tax gains (losses) associated with foreign currency forward contracts designated as cash flow hedges were as follows (in thousands):


	Consolidated Statements of Operations and Statements of Comprehensive Loss Locations		Year Ended January 31,
		2021			2020			2019
Gains (losses) recognized in OCI	Net change in market value of effective foreign currency forward exchange contracts		$	(61,171)		$	31,842		$	44,079
Gains (losses) reclassified from AOCI into income (effective portion)	Revenues		18,780			6,142			(7,012)
Gains (losses) recognized in income (amount excluded from effectiveness testing and ineffective portion) (1)	Other income (expense), net		—			—			13,868

(1)Prior to the adoption of ASU No. 2017-12, Derivatives and Hedging (Topic 815), the changes in value of these foreign currency forward contracts resulting from changes in forward points were excluded from the assessment of hedge effectiveness and were recorded as incurred in Other income (expense), net on the consolidated statements of operations. Upon adoption of ASU No. 2017-12, we elected to prospectively include changes in the value of these contracts resulting from changes in forward points in the assessment of hedge effectiveness. These changes are recorded in AOCI on the consolidated balance sheets and will be subsequently reclassified to the related revenue line item on the consolidated statements of operations in the same period that the underlying revenues are earned.

Gains (losses) associated with foreign currency forward contracts not designated as cash flow hedges were as follows (in thousands):


	Consolidated Statements of Operations Location		Year Ended January 31,
Derivative Type		2021			2020			2019
Foreign currency forward contracts not designated as hedges	Other income (expense), net		$	(4,095)		$	3,671		$	4,706

We are subject to master netting agreements with all of the counterparties of the foreign exchange contracts, under which we are permitted to net settle transactions of the same currency with a single net amount payable by one party to the other. It is our policy to present the derivatives gross on the consolidated balance sheets. Our foreign currency forward contracts are not subject to any credit contingent features or collateral requirements. We manage our exposure to counterparty risk by entering into contracts with a diversified group of major financial institutions and by actively monitoring outstanding positions.

As of January 31, 2021, information related to these offsetting arrangements was as follows (in thousands):


	Gross Amounts of Recognized Assets		Gross Amounts Offset on the Consolidated Balance Sheets			Net Amounts of Assets Presented on the Consolidated Balance Sheets			Gross Amounts Not Offset on the Consolidated Balance Sheets				Net Assets Exposed
					Financial Instruments			Cash Collateral Received
Derivative assets:
Counterparty A	$	9	$	—		$	9		$	(9)	$	—	$	—
Counterparty B	2,968		—			2,968			(2,968)		—		—
Counterparty C	104		—			104			(104)		—		—
Counterparty D	140		—			140			(140)		—		—
Total	$	3,221	$	—		$	3,221		$	(3,221)	$	—	$	—


	Gross Amounts of Recognized Liabilities		Gross Amounts Offset on the Consolidated Balance Sheets			Net Amounts of Liabilities Presented on the Consolidated Balance Sheets			Gross Amounts Not Offset on the Consolidated Balance Sheets				Net Liabilities Exposed
					Financial Instruments			Cash Collateral Pledged
Derivative liabilities:
Counterparty A	$	7,724	$	—		$	7,724		$	(9)	$	—	$	7,715
Counterparty B	19,401		—			19,401			(2,968)		—		16,433
Counterparty C	22,136		—			22,136			(104)		—		22,032
Counterparty D	195		—			195			(140)		—		55
Total	$	49,456	$	—		$	49,456		$	(3,221)	$	—	$	46,235

Note 11. Debt

Outstanding debt consisted of the following (in thousands):


	January 31, 2021		January 31, 2020
Term Loan, net of unamortized debt discounts of $1,682 and $0, respectively, and unamortized debt issuance costs of $155 and $0, respectively	$	729,413	$	—
2020 Notes, net of unamortized debt discounts of $0 and $5,319, respectively, and unamortized debt issuance costs of $0 and $307, respectively	—		244,319
2022 Notes, net of unamortized debt discounts of $79,562 and $124,403, respectively, and unamortized debt issuance costs of $4,771 and $7,630, respectively	1,065,601		1,017,967
Total debt	$	1,795,014	$	1,262,286
Less: debt, current	$	(1,103,101)	$	(244,319)
Total debt, noncurrent	$	691,913	$	1,017,967

As of January 31, 2021, contractual repayments and maturities of our outstanding debt were as follows (in thousands):


Fiscal Period:
2022	$	37,500
2023	1,224,934
2024	75,000
2025	75,000
2026	468,750

Total	$	1,881,184

Credit Agreement

The Term Loan and Revolving Credit Facility bear interest, at our option, at either (i) a floating rate per annum equal to the base rate plus a margin that ranges from 0% to 0.625%, or (ii) a per annum rate equal to the rate at which dollar deposits are offered in the London interbank market plus a margin that ranges from 1.000% to 1.625%. The base rate is defined as the greatest of (i) Bank of America’s prime rate, (ii) the federal funds rate plus 0.50%, or (iii) a per annum rate equal to the rate at which dollar deposits are offered in the London interbank market for a period of one month (but not less than zero) plus 1.00%. Actual margins under either election will be based on our consolidated leverage ratio, which is measured by dividing (a) our consolidated funded indebtedness as of the end of the fiscal quarter by (b) our consolidated EBITDA as defined in the Credit Agreement for the most recently completed four consecutive fiscal quarters.

The Credit Agreement contains customary representations, warranties, and affirmative and negative covenants, including a financial covenant, events of default, and indemnification provisions in favor of the lenders. The financial covenant, based on a quarterly financial test, requires Workday not to exceed a maximum leverage ratio of 3.50:1.00, subject to a step-up to 4.50:1.00 at the election of Workday for a certain period following an Acquisition (as defined in the Credit Agreement). As of January 31, 2021, we were in compliance with all covenants.

Term Loan

The Term Loan was funded in two individual tranches. On April 2, 2020, $500 million of the Term Loan was funded, and the remaining $250 million was funded on July 13, 2020.

The Term Loan matures on April 2, 2025, and provides for quarterly repayment in installments of the principal amount, beginning October 2020, at a rate of 1.25% of the principal amount per quarter through January 2022, and 2.50% of the principal amount per quarter thereafter. The Term Loan may be prepaid or permanently reduced by Workday without penalty or premium.

We incurred fees of approximately $2 million in connection with entering into the agreement for the Term Loan. The fees paid to the lenders for the issuance of the debt are accounted for as a debt discount, while the remaining fees paid to third parties are accounted for as debt issuance costs. The debt discount and issuance costs are amortized on a straight-line basis, which approximates the effective interest rate method, to interest expense over the contractual term of the arrangement.

As of January 31, 2021, the Term Loan had a carrying value of $729 million, of which $38 million is classified as current and $692 million is classified as noncurrent on the consolidated balance sheet. As of January 31, 2021, the interest rate on the Term Loan was 1.38% and the effective interest rate was 1.46%.

Revolving Credit Facility

The Revolving Credit Facility may be borrowed, repaid, and reborrowed until April 2, 2025, at which time all amounts borrowed must be repaid. We may request, no more than two times during the term of the Credit Agreement, that each revolving lender extend the maturity date for the revolving loans for one year. Additionally, we may request an increase in aggregate revolving commitments of up to $250 million at any time prior to April 2, 2025. The Revolving Credit Facility may be prepaid or permanently reduced by Workday without penalty or premium.

We are required to pay each revolving lender a commitment fee on a quarterly basis based on amounts committed but unused under the Revolving Credit Facility that ranges from 0.090% to 0.225% per annum, depending on our consolidated leverage ratio. The commitment fee is expensed as incurred and included within Other income (expense), net on the consolidated statement of operations.

We incurred fees of approximately $2 million in connection with entering into the agreement for the Revolving Credit Facility. The fees are recorded in Other assets on the consolidated balance sheet and are amortized on a straight-line basis over the contractual term of the arrangement.

As of January 31, 2021, there were no outstanding borrowings under the Revolving Credit Facility.

Convertible Senior Notes

In June 2013, we issued 0.75% convertible senior notes due July 15, 2018, with a principal amount of $350 million. The 2018 Notes were unsecured, unsubordinated obligations, and interest was payable in cash in arrears at a fixed rate of 0.75% on January 15 and July 15 of each year. During fiscal 2019, the 2018 Notes were converted by note holders and we repaid the $350 million principal balance in cash. We also distributed approximately 1.5 million shares of our Class A common stock to note holders during fiscal 2019, which represented the conversion value in excess of the principal amount.

In June 2013, we issued 1.50% convertible senior notes due July 15, 2020, with a principal amount of $250 million. The 2020 Notes were unsecured, unsubordinated obligations, and interest was payable in cash in arrears at a fixed rate of 1.50% on January 15 and July 15 of each year. During fiscal 2021, the 2020 Notes were converted by note holders and we repaid the $250 million principal balance in cash. We also distributed approximately 1.7 million shares of our Class A common stock to note holders during fiscal 2021, which represents the conversion value in excess of the principal amount.

In September 2017, we issued 0.25% convertible senior notes due October 1, 2022, with a principal amount of $1.15 billion. The 2022 Notes are unsecured, unsubordinated obligations, and interest is payable in cash in arrears at a fixed rate of 0.25% on April 1 and October 1 of each year. The 2022 Notes mature on October 1, 2022, unless repurchased or converted in accordance with their terms prior to such date. We cannot redeem the 2022 Notes prior to maturity.

The terms of the 2022 Notes are governed by an Indenture by and between us and Wells Fargo Bank, National Association, as Trustee. Upon conversion, holders of the 2022 Notes will receive cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock, at our election.

The initial conversion rate for the 2022 Notes is 6.7982 shares of Class A common stock per $1,000 principal amount, which is equal to an initial conversion price of approximately $147.10 per share of Class A common stock, subject to adjustment. Prior to the close of business on May 31, 2022, conversion of the 2022 Notes is subject to the satisfaction of certain conditions, as described below.

Holders of the 2022 Notes who convert their 2022 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a fundamental change (as defined in the Indenture), holders of the 2022 Notes may require us to repurchase all or a portion of their 2022 Notes at a price equal to 100% of the principal amount of the 2022 Notes, plus any accrued and unpaid interest.

Holders of the 2022 Notes may convert all or a portion of their 2022 Notes prior to the close of business on May 31, 2022, in multiples of $1,000 principal amount, only under the following circumstances:

if the last reported sale price of our Class A common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the 2022 Notes on each applicable trading day;
during the five business day period after any five consecutive trading day period in which the trading price per $1,000 principal amount of the 2022 Notes for each day of that five day consecutive trading day period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate of the 2022 Notes on such trading day; or
upon the occurrence of specified corporate events, as noted in the Indenture.

On or after June 1, 2022, holders of the 2022 Notes may convert their 2022 Notes at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2022 Notes.

The 2022 Notes became convertible at the option of the holders during the fourth quarter of fiscal 2021 and continue to be convertible in the first quarter of fiscal 2022 since the trigger for early conversion was met. Specifically, the last reported sale price of our Class A common stock exceeded 130% of the conversion price of the 2022 Notes for more than 20 trading days during the 30 consecutive trading days ended October 31, 2020, and January 31, 2021. Accordingly, the 2022 Notes are classified as current on the consolidated balance sheet as of January 31, 2021. Through the date of this filing, the amount of the principal balance of the 2022 Notes that has been converted or for which conversion has been requested was not material.

In accounting for the issuance of the Notes, we separated each of the Notes into liability and equity components. The carrying amounts of the liability components were calculated by measuring the fair value of similar liabilities that do not have associated convertible features. 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. These differences represent debt discounts that are amortized to interest expense over the respective terms of the Notes using the effective interest rate method. The gross carrying amounts of the equity components recorded were $77 million, $68 million, and $223 million for the 2018 Notes, 2020 Notes, and 2022 Notes, respectively, and were included in Additional paid-in capital on the consolidated balance sheets upon issuance. The equity components are not remeasured as long as they continue to meet the conditions for equity classification. The effective interest rate of the liability component was 5.75%, 6.25%, 4.60% for the 2018 Notes, 2020 Notes, and 2022 Notes, respectively. The interest rates were based on the interest rates of similar liabilities at the time of issuance that did not have associated convertible features.

In accounting for the issuance costs related to the Notes, we allocated the total amount of issuance costs incurred to liability and equity components based on their relative values. Issuance costs attributable to the liability components are being amortized on a straight-line basis, which approximates the effective interest rate method, to interest expense over the respective terms of the Notes. The issuance costs attributable to the equity components were netted against the respective equity components in Additional paid-in capital. Upon issuance of the 2018 Notes, we recorded liability issuance costs of $7 million and equity issuance costs of $2 million; upon issuance of the 2020 Notes, we recorded liability issuance costs of $5 million and equity issuance costs of $2 million; and upon issuance of the 2022 Notes, we recorded liability issuance costs of $14 million and equity issuance costs of $4 million.

Notes Hedges

In connection with the issuance of the Notes, we entered into convertible note hedge transactions with respect to our Class A common stock (“Purchased Options”). The Purchased Options are intended to offset potential economic dilution to our Class A common stock upon any conversion of the Notes. The Purchased Options are separate transactions and are not part of the terms of the Notes. The amounts paid for the Purchased Options are included in Additional paid-in capital on the consolidated balance sheets.

The Purchased Options relating to the 2018 Notes gave us the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2018 Notes, approximately 4.2 million shares of our Class A common stock for $83.28 per share, exercisable upon conversion of the 2018 Notes. During the second quarter of fiscal 2019, we received approximately 1.5 million shares of our Class A common stock from the exercise of the Purchased Options relating to the 2018 Notes. These shares were recorded as treasury stock.

The Purchased Options relating to the 2020 Notes gave us the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2020 Notes, approximately 3.1 million shares of our Class A common stock for $81.74 per share, exercisable upon conversion of the 2020 Notes. During the second quarter of fiscal 2021, we received approximately 1.7 million shares of our Class A common stock from the exercise of the Purchased Options relating to the 2020 Notes. These shares were recorded as treasury stock.

The Purchased Options relating to the 2022 Notes give us the option to purchase, subject to anti-dilution adjustments substantially identical to those in the 2022 Notes, approximately 7.8 million shares of our Class A common stock for $147.10 per share, exercisable upon conversion of the 2022 Notes. The Purchased Options relating to the 2022 Notes will expire in 2022, if not exercised earlier.

Warrants

In connection with the issuance of the Notes, we also entered into warrant transactions to sell warrants (“Warrants”) to acquire, subject to anti-dilution adjustments, up to approximately 4.2 million shares over 60 scheduled trading days beginning in October 2018, 3.1 million shares over 60 scheduled trading days beginning in October 2020, and 7.8 million shares over 60 scheduled trading days beginning in January 2023 of our Class A common stock at an exercise price of $107.96, $107.96, and $213.96 per share, respectively. If the Warrants are not exercised on their exercise dates, they will expire. The Warrants will be net share settled, and the resulting number of shares of our common stock we will issue depends on the daily volume-weighted average stock prices over the 60 scheduled trading day period beginning on the first expiration date of the Warrants. If the market value per share of our Class A common stock exceeds the applicable exercise price of the Warrants, the Warrants will have a dilutive effect on our earnings per share, assuming that we are profitable. The Warrants are separate transactions and are not part of the terms of the Notes or the Purchased Options. The proceeds from the sale of the Warrants are recorded in Additional paid-in capital on the consolidated balance sheets.

During the third and fourth quarters of fiscal 2019, Warrants related to the 2018 Notes were exercised, and we distributed approximately 1.1 million shares of our Class A common stock to warrant holders primarily utilizing treasury stock. As of January 31, 2019, there were no Warrants outstanding related to the 2018 Notes.

During the third and fourth quarters of fiscal 2021, Warrants related to the 2020 Notes were exercised, and we distributed approximately 1.6 million shares of our Class A common stock to warrant holders primarily utilizing treasury stock. As of January 31, 2021, there were no Warrants outstanding related to the 2020 Notes.

Interest Expense on Debt

The following table sets forth total interest expense recognized related to our debt, net of amounts capitalized (in thousands):


	Year Ended January 31,
	2021		2020		2019
Contractual interest expense	$	15,012	$	6,624	$	7,821
Interest cost related to amortization of debt issuance costs	3,196		3,531		4,172
Interest cost related to amortization of debt discount	50,497		54,007		59,277
Total interest expense	$	68,705	$	64,162	$	71,270

Note 12. Leases

We have entered into operating lease agreements for our office space, data centers, and other property and equipment. As of January 31, 2021, and 2020, operating lease right-of-use assets were $414 million and $291 million, respectively, and operating lease liabilities were $443 million and $308 million, respectively. We have also entered into finance lease agreements for other property and equipment. As of January 31, 2021, and 2020, finance leases were not material.

The components of operating lease expense were as follows (in thousands):



	Year Ended January 31,
	2021		2020
Operating lease cost	$	94,183	$	85,154




Short-term lease cost	14,544		16,260
Variable lease cost	17,708		17,845

Total operating lease cost	$	126,435	$	119,259

Prior to the adoption of ASU No. 2016-02, Leases (Topic 842) in the first quarter of fiscal 2020, we generally recognized rent expense on a straight-line basis over the period in which we benefited from the lease. Total rent expense associated with operating leases was $99 million for fiscal 2019.

Supplemental cash flow information related to our operating leases was as follows (in thousands):


	Year Ended January 31,
	2021		2020
Cash paid for operating lease liabilities	$	87,450	$	75,029
Operating lease right-of-use assets obtained in exchange for new operating lease liabilities (1)	205,103		365,305

(1)Prior year activity includes $279 million for operating leases existing on February 1, 2019, and $86 million for operating leases that commenced during fiscal 2020.

Other information related to our operating leases was as follows:


	Year Ended January 31,
	2021	2020
Weighted average remaining lease term (in years)	6	6
Weighted average discount rate	1.73%	3.36%

As of January 31, 2021, maturities of operating lease liabilities were as follows (in thousands):


Fiscal period:
2022	$	100,678
2023	90,492
2024	80,107
2025	68,846
2026	46,638
Thereafter	95,678
Total lease payments	482,439
Less imputed interest	(39,388)
Total	$	443,051

As of January 31, 2021, there were no operating leases that had not yet commenced.

Related-Party Lease Transactions

We lease certain office space from an affiliate of our Chairman of the Board of Directors, Mr. Duffield, adjacent to our corporate headquarters in Pleasanton, California, under various lease agreements. As of January 31, 2021, and 2020, operating lease right-of-use assets related to these agreements were $134 million and $57 million, respectively, and operating lease liabilities were $146 million and $70 million, respectively. The weighted average remaining lease term of these agreements is eight years. The total rent expense under these agreements was $16 million, $13 million, and $11 million for fiscal 2021, 2020, and 2019, respectively.

During fiscal 2021, we entered into an agreement with this affiliated party for a fee of $2 million for an option to purchase these leased properties at a price based on third-party appraisals and negotiation between Workday and the affiliated party. If the Leased Property Purchase Option was not exercised by March 1, 2021, the existing lease agreements would have been automatically renewed for four years beyond the current lease end dates at rates determined based on independent third-party evaluations. We accounted for this arrangement, which was approved by our Board of Directors, as a lease modification during the third quarter of fiscal 2021, as we were not reasonably certain that the option to purchase the leased facilities would be exercised. As of January 31, 2021, this assessment did not change. On February 23, 2021, our Board of Directors approved the exercise of this Leased Property Purchase Option to purchase the leased properties. See Note 22, Subsequent Events for further details.

Note 13. Commitments and Contingencies

Third-Party Hosted Infrastructure Platform-Related Commitments

We have entered into noncancelable agreements with third-party hosted infrastructure platform vendors with various expiration dates. As of January 31, 2021, future noncancelable minimum payments under these agreements were approximately $424 million.

As of January 31, 2021, future noncancelable minimum payments for third-party hosted infrastructure platforms were as follows (in thousands):


Fiscal Period:
2022	$	41,000
2023	42,000
2024	49,000
2025	44,000
2026	247,730

Total	$	423,730

Legal Matters

We are a party to various legal proceedings and claims that arise in the ordinary course of 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 impacts of negotiations, settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter. In our opinion, as of January 31, 2021, there was not at least a reasonable possibility that we had incurred a material loss, or a material loss in excess of a recorded accrual, with respect to such loss contingencies.

Note 14. Stockholders’ Equity

Common Stock

As of January 31, 2021, there were 184 million shares of Class A common stock, net of treasury stock, and 59 million shares of Class B common stock outstanding. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. Each share of Class B common stock can be converted into a share of Class A common stock at any time at the option of the holder. All of our Class A and Class B shares will convert to a single class of common stock upon the date that is the first to occur of (i) October 17, 2032, (ii) such time as the shares of Class B common stock represent less than 9% of the outstanding Class A common stock and Class B common stock, (iii) nine months following the death of both Mr. Duffield and Mr. Bhusri, and (iv) the date on which the holders of a majority of the shares of Class B common stock elect to convert all shares of Class A common stock and Class B common stock into a single class of common stock.

Employee Equity Plans

Our 2012 Equity Incentive Plan (“EIP”) serves as the successor to our 2005 Stock Plan (together with the EIP, the “Stock Plans”). As of January 31, 2021, we had approximately 63 million shares of Class A common stock available for future grants.

In connection with the acquisition of Adaptive Insights, we assumed unvested awards that had been granted under the Adaptive Insights, Inc. 2013 Equity Incentive Plan.

We also have a 2012 Employee Stock Purchase Plan. Under the ESPP, eligible employees are granted options to purchase shares at the lower of 85% of the fair market value of the stock at the time of grant or 85% of the fair market value at the time of exercise. Options to purchase shares are granted twice yearly on or about June 1, and December 1, and exercisable on or about the succeeding November 30, and May 31, respectively, of each year. As of January 31, 2021, approximately 4 million shares of Class A common stock were available for issuance under the ESPP.

Restricted Stock Units

The Stock Plans provide for the issuance of RSUs to employees and non-employees. RSUs generally vest over four years. A summary of information related to RSU activity during fiscal 2021 is as follows:


	Number of Shares	Weighted-Average Grant Date Fair Value
Balance as of January 31, 2020	11,914,064	$	147.96
RSUs granted	8,188,933	152.70
RSUs vested	(5,761,931)	138.27
RSUs forfeited	(1,173,400)	150.73
Balance as of January 31, 2021	13,167,666	154.90

The weighted-average grant date fair value of RSUs granted during fiscal 2021, 2020, and 2019 was $152.70, $187.89, and $129.62, respectively. The total fair value of RSUs vested as of the vesting dates during fiscal 2021, 2020, and 2019 was $1.1 billion, $1.2 billion, and $801 million, respectively.

As of January 31, 2021, there was a total of $1.8 billion in unrecognized compensation cost related to unvested RSUs, which is expected to be recognized over a weighted-average period of approximately three years.

Performance-Based Restricted Stock Units

During fiscal 2021, 0.6 million shares of PRSUs were granted to all employees other than executive management that included both service conditions and performance conditions related to company-wide goals. These performance conditions were met and the PRSU awards will vest if the individual employee continues to provide service through the vesting date of March 15, 2021. During fiscal 2021, we recognized $91 million in compensation cost related to these PRSUs, and as of January 31, 2021, there was a total of $18 million in unrecognized compensation cost which is expected to be recognized over a weighted-average period of approximately two months.

During fiscal 2020, 0.6 million shares of PRSUs were granted to all employees other than executive management that included both service conditions and performance conditions related to company-wide goals. These performance conditions were met and the PRSUs vested on March 15, 2020. During fiscal 2021, we recognized $19 million in compensation cost related to these PRSUs.

Stock Options

The Stock Plans provide for the issuance of incentive and nonstatutory stock options to employees and non-employees. Stock options issued under the Stock Plans generally are exercisable for periods not to exceed ten years and generally vest over five years. A summary of information related to stock option activity during fiscal 2021 is as follows (in millions, except share and per share data):


	Outstanding Stock Options	Weighted-Average Exercise Price		Aggregate Intrinsic Value
Balance as of January 31, 2020	3,435,577	$	9.78	$	601

Stock options exercised	(2,117,729)	6.70
Stock options canceled	(58,107)	40.27
Balance as of January 31, 2021	1,259,741	13.55		270
Vested and expected to vest as of January 31, 2021	1,257,398	13.52		269
Exercisable as of January 31, 2021	1,148,056	11.64		248

The total grant date fair value of stock options vested during fiscal 2021, 2020, and 2019 was $23 million, $37 million, and $29 million, respectively. The total intrinsic value of stock options exercised during fiscal 2021, 2020, and 2019 was $396 million, $407 million, and $261 million, respectively. The intrinsic value is the difference between the current fair value of the stock and the exercise price of the stock option. The weighted-average remaining contractual life of vested and expected to vest stock options as of January 31, 2021, is approximately three years.

As of January 31, 2021, there was a total of $9 million in unrecognized compensation cost related to unvested assumed stock options, which is expected to be recognized over a weighted-average period of approximately one year.

The stock options that are exercisable as of January 31, 2021, have a weighted-average remaining contractual life of approximately two years. The weighted-average remaining contractual life of outstanding stock options as of January 31, 2021, is approximately three years.

There were no stock options granted during fiscal 2021, 2020, and 2019, and no stock options assumed during fiscal 2021 and 2020. The weighted-average grant date fair value of stock options assumed during fiscal 2019 was $100.69. The fair value of stock options assumed was estimated using the following assumptions:


			Year Ended January 31, 2019
Expected volatility			31.5% - 34.3%
Expected term (in years)			0.03 - 2.42
Risk-free interest rate			2.10% - 2.72%
Dividend yield			—%

Employee Stock Purchase Plan

For fiscal 2021, approximately 1 million shares of Class A common shares were purchased under the ESPP at a weighted-average price of $148.65 per share, resulting in cash proceeds of $134 million.

The fair value of stock purchase rights granted under the ESPP was estimated using the following assumptions:


	Year Ended January 31,
	2021	2020	2019
Expected volatility	36.9% - 51.0%	36.9% - 41.7%	30.9% - 41.7%
Expected term (in years)	0.5	0.5	0.5
Risk-free interest rate	0.10% - 1.62%	1.62% - 2.50%	2.09% - 2.50%
Dividend yield	—%	—%	—%
Grant date fair value per share	$146.14 - $191.85	$167.80 - $191.88	$126.29 - $167.80

Note 15. Unearned Revenue and Performance Obligations

Subscription services revenue of $2.2 billion, $1.8 billion, and $1.4 billion was recognized during fiscal 2021, 2020, and 2019, respectively, that was included in the unearned revenue balances at the beginning of the respective periods. Professional services revenue recognized in the same periods from unearned revenue balances at the beginning of the respective periods was not material.

Transaction Price Allocated to the Remaining Performance Obligations

As of January 31, 2021, approximately $10.09 billion of revenue is expected to be recognized from remaining performance obligations for subscription contracts. We expect to recognize revenue on approximately $6.53 billion of these remaining performance obligations over the next 24 months, with the balance recognized thereafter. Revenue from remaining performance obligations for professional services contracts as of January 31, 2021, was not material.

Note 16. Other Income (Expense), Net

Other income (expense), net consisted of the following (in thousands):


	Year Ended January 31,
	2021		2020		2019
Interest income	$	18,788	$	41,268	$	42,461
Interest expense (1)	(68,806)		(58,685)		(60,209)
Other (2)	23,483		37,200		57,280
Other income (expense), net	$	(26,535)	$	19,783	$	39,532

(1)Interest expense includes the contractual interest expense of the Term Loan and Notes, and the related non-cash interest expense attributable to amortization of the debt discounts and debt issuance costs, net of capitalized interest costs. For further information, see Note 11, Debt.

(2)Other includes the net gains (losses) from our equity investments, the commitment fee on the Revolving Credit Facility, and amortization of issuance costs on the Revolving Credit Facility. For further information, see Note 3, Investments and Note 11, Debt.

Note 17. Income Taxes

The components of loss before provision for (benefit from) income taxes were as follows (in thousands):


	Year Ended January 31,
	2021		2020		2019
Domestic	$	(140,352)	$	(256,772)	$	(263,505)
Foreign	(134,782)		(225,675)		(160,247)
Total	$	(275,134)	$	(482,447)	$	(423,752)

The provision for (benefit from) income taxes consisted of the following (in thousands):


	Year Ended January 31,
	2021		2020		2019
Current:
Federal	$	—	$	—	$	—
State	1,524		438		270
Foreign	9,248		7,707		6,596
Total	10,772		8,145		6,866

Deferred:
Federal	(81)		(1,258)		(760)
State	(177)		(2,014)		(2,446)
Foreign	(3,217)		(6,646)		(9,154)
Total	(3,475)		(9,918)		(12,360)
Provision for (benefit from) income taxes	$	7,297	$	(1,773)	$	(5,494)

The items accounting for the difference between income taxes computed at the federal statutory income tax rate and the provision for (benefit from) income taxes consisted of the following:


	Year Ended January 31,
	2021		2020		2019
Federal statutory rate	21.0	%	21.0	%	21.0	%
Effect of:
Foreign income at other than U.S. rates	(12.5)	%	(10.7)	%	(8.9)	%
Intercompany transactions	1.0	%	4.6	%	3.7	%
Research tax credits	26.6	%	13.1	%	12.6	%
State taxes, net of federal benefit	(0.5)	%	(0.1)	%	(0.1)	%

Changes in valuation allowance	(56.3)	%	(48.3)	%	(39.7)	%
Stock compensation	19.0	%	21.6	%	12.7	%
Other	(1.0)	%	(0.8)	%	—	%
Total	(2.7)	%	0.4	%	1.3	%

As a result of our history of net operating losses, the current provision for income taxes primarily relates to state income taxes and the current foreign provision from our profitable foreign entities. The foreign deferred income tax benefit primarily relates to the excess of tax benefit from share-based compensation in certain foreign jurisdictions.

Significant components of our deferred tax assets and liabilities were as follows (in thousands):


	January 31,
	2021		2020
Deferred tax assets:
Unearned revenue	$	17,502	$	20,613
Other reserves and accruals	23,021		20,691
Federal net operating loss carryforwards	752,346		746,020
State net operating loss and foreign tax attributes carryforwards	447,716		371,233
Property and equipment	13,093		11,235
Share-based compensation	77,815		72,055
Research and development credits	336,696		243,617
Intangibles	483,752		488,626
Operating lease liabilities	105,564		73,563
Other	40,603		19,904
Total deferred tax assets	2,298,108		2,067,557
Valuation allowance	(2,083,683)		(1,903,837)
Deferred tax assets, net of valuation allowance	214,425		163,720
Deferred tax liabilities:


Other	(22,992)		(28,517)
Deferred commissions	(81,125)		(61,459)
Operating lease right-of-use assets	(100,917)		(67,775)

Total deferred tax liabilities	(205,034)		(157,751)
Net deferred tax assets	$	9,391	$	5,969

We regularly assess the need for a valuation allowance against our deferred tax assets by considering both positive and negative evidence related to whether it is more likely than not that our deferred tax assets will be realized. In evaluating the need for a valuation allowance, we consider the cumulative losses in recent years as a significant piece of negative evidence that is generally difficult to overcome. As of January 31, 2021, we continue to maintain a full valuation allowance against our U.S. federal, state, and certain foreign jurisdiction deferred tax assets.

As of January 31, 2021, we recorded a valuation allowance of $2.1 billion for the portion of the deferred tax assets that we do not expect to be realized. The valuation allowance on our net deferred tax assets increased by $180 million and $340 million during fiscal 2021 and 2020, respectively. The increase in the valuation allowance during fiscal 2021 is mainly due to an increase in deferred tax assets on our net operating losses and research and development credits during the fiscal year.

As of January 31, 2021, we had approximately $3.8 billion of federal, $2.6 billion of state, and $1.9 billion of foreign net operating loss and other tax attributes carryforwards available to offset future taxable income. If not utilized, the pre-fiscal 2018 federal and the state net operating loss carryforwards expire in varying amounts between fiscal 2022 and 2041. The federal net operating losses generated in and after fiscal 2018 and the foreign net operating losses and other tax attributes do not expire and may be carried forward indefinitely.

We also had approximately $223 million of federal and $213 million of California research and development tax credit carryforwards as of January 31, 2021. The federal credits expire in varying amounts between fiscal 2023 and 2041. The California research credits do not expire and may be carried forward indefinitely.

Our ability to utilize the net operating loss and tax credit carryforwards in the future may be subject to substantial restrictions in the event of past or future ownership changes as defined in Section 382 of the Internal Revenue Code of 1986, as amended, and similar state tax law.

We intend to permanently reinvest any future earnings in our foreign operations unless such earnings are subject to U.S. federal income taxes. As of January 31, 2021, we estimate any such hypothetical foreign withholding tax expense to be immaterial to our financial statements.

A reconciliation of the gross unrecognized tax benefit is as follows (in thousands):


	Year Ended January 31,
	2021		2020		2019
Unrecognized tax benefits at the beginning of the period	$	143,621	$	130,771	$	107,849
Additions for tax positions taken in prior years	4,640		309		10,586
Reductions for tax positions taken in prior years	(2,347)		—		—

Additions for tax positions related to the current year	15,158		13,109		12,336
Reductions related to a lapse of applicable statute of limitations	(807)		(568)		—
Reductions related to settlements	(403)		—		—
Unrecognized tax benefits at the end of the period	$	159,862	$	143,621	$	130,771

Our policy is to include interest and penalties related to unrecognized tax benefits within our provision for income taxes. We did not accrue any material interest expense or penalties during fiscal 2021, 2020, or 2019.

Of the total amount of unrecognized tax benefits of $160 million, $1 million, if recognized, would impact the effective tax rate as of January 31, 2021.

We file federal, state, and foreign income tax returns in jurisdictions with varying statutes of limitations. Due to our net operating loss carryforwards, our income tax returns generally remain subject to examination by federal and most state and foreign tax authorities.

On June 22, 2020, the U.S. Supreme Court declined to hear the appeal of a ruling by the U.S. Court of Appeals for the Ninth Circuit regarding the treatment of stock-based compensation expenses in a cost-sharing agreement (Altera Corporation & Subsidiaries v. Commissioner). The U.S. Supreme Court decision resulted in an immaterial reduction in our deferred tax assets relative to the total gross deferred tax assets, which was fully offset by our valuation allowance. As a result, there was no net impact on our consolidated financial statements.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law in response to the COVID-19 pandemic. The CARES Act includes temporary changes to income and non-income based tax laws. We evaluated the applicable provisions of the CARES Act and determined that there is no material impact to our financial results.

Note 18. Net Loss Per Share

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, net of treasury stock. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including our outstanding stock options, unvested RSUs and PRSUs, common stock related to convertible senior notes to the extent dilutive, outstanding warrants, and common stock issuable pursuant to the ESPP. Basic and diluted net loss per share was the same for each period presented, as the inclusion of all potential common shares outstanding would have been anti-dilutive.

The net loss per share attributable to common stockholders is allocated based on the contractual participation rights of the Class A common shares and Class B common shares as if the loss for the period had been distributed. As the liquidation and dividend rights are identical, the net loss attributable to common stockholders is allocated on a proportionate basis.

The following table presents the calculation of basic and diluted net loss attributable to common stockholders per share (in thousands, except per share data):


	Year Ended January 31,
	2021				2020				2019
	Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net loss per share attributable to Class A and Class B common stockholders:
Numerator:
Allocation of distributed net loss attributable to common stockholders	$	(210,637)	$	(71,794)	$	(345,958)	$	(134,716)	$	(287,021)	$	(131,237)
Denominator:
Weighted-average common shares outstanding	176,758		60,261		163,513		63,672		148,767		68,022
Basic and diluted net loss per share	$	(1.19)	$	(1.19)	$	(2.12)	$	(2.12)	$	(1.93)	$	(1.93)

Potentially dilutive securities that were not included in the calculation of diluted net loss per share because doing so would be anti-dilutive were as follows (in thousands):


	January 31,
	2021	2020	2019
Outstanding common stock options	1,260	3,436	5,781

Unvested RSUs and PRSUs	13,790	12,530	13,551
Shares related to the convertible senior notes	7,818	10,876	10,876
Shares subject to warrants related to the issuance of convertible senior notes	7,818	10,876	10,876
Shares issuable pursuant to the ESPP	416	491	402
Total	31,102	38,209	41,486

Note 19. Geographic Information

Disaggregation of Revenue

We sell our subscription contracts and related services in two primary geographical markets: to customers located in the United States and to customers located outside of the United States. Revenue by geography is generally based on the address of the customer as specified in our master subscription agreement. The following table sets forth revenue by geographic area (in thousands):


	Year Ended January 31,
	2021		2020		2019
United States	$	3,249,127	$	2,741,427	$	2,173,346
Other countries	1,068,869		885,779		648,834
Total	$	4,317,996	$	3,627,206	$	2,822,180

Long-Lived Assets

Our long-lived assets, which primarily consist of property and equipment and operating lease right-of-use assets, are attributed to a country based on the physical location of the assets. Aggregate Property and equipment, net and Operating lease right-of-use assets by geographic area was as follows (in thousands):


	January 31,
	2021		2020
United States	$	1,169,820	$	1,064,292
Ireland	143,887		122,619
Other countries	72,839		40,170
Total	$	1,386,546	$	1,227,081

Note 20. 401(k) Plan

We have a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code covering eligible employees. We match a certain portion of employee contributions up to a fixed maximum per employee. Our contributions to the plan were $42 million, $36 million, and $28 million during fiscal 2021, 2020, and 2019, respectively.

Note 21. Selected Quarterly Financial Data (unaudited)

The following tables set forth selected unaudited quarterly consolidated statements of operations data for each of the eight quarters in fiscal 2021 and 2020 (in thousands, except per share data):


	Quarter ended
	1/31/2021		10/31/2020		7/31/2020		4/30/2020		1/31/2020		10/31/2019		7/31/2019		4/30/2019
Consolidated Statements of Operations Data:
Total revenues	$	1,131,684	$	1,105,960	$	1,061,967	$	1,018,385	$	976,299	$	938,100	$	887,752	$	825,055
Operating loss	(73,311)		(14,077)		(16,754)		(144,457)		(146,097)		(110,250)		(122,497)		(123,386)
Net loss	(71,707)		(24,340)		(28,016)		(158,368)		(127,958)		(115,729)		(120,712)		(116,275)
Net loss per share, basic and diluted	(0.30)		(0.10)		(0.12)		(0.68)		(0.56)		(0.51)		(0.53)		(0.52)

Note 22. Subsequent Events

Peakon

On January 28, 2021, we entered into a definitive agreement to acquire Peakon ApS, an employee success platform that converts feedback into actionable insights, for consideration of approximately $700 million in cash, subject to adjustments. The acquisition is expected to close during our first quarter of fiscal 2022, subject to the satisfaction of customary closing conditions, including required regulatory approvals.

Exercise of Leased Property Purchase Option

As discussed in Note 12, Leases, we entered into an agreement with an affiliated party during fiscal 2021 which gives us the option to purchase certain leased properties. On February 23, 2021, our Board of Directors approved the exercise of this Leased Property Purchase Option to purchase the leased properties. This purchase provides long-term stability to our corporate headquarter footprint in Pleasanton, California. The purchase price is $173 million in cash, reduced by the $2 million fee paid for the Leased Property Purchase Option. The transaction is expected to be completed in the first quarter of fiscal 2022. The net carrying value of the properties purchased will be $159 million at the time of purchase, which is calculated as the net purchase price of $171 million, reduced by the difference between the carrying values of the right-of-use asset and lease liability of the leased properties immediately prior to the purchase of approximately $12 million.

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