0001660134-23-000013 | 10-K | XBRL Viewer

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Cover - USD ($) $ in Billions	12 Months Ended
Cover - USD ($) $ in Billions	Jan. 31, 2023	Feb. 27, 2023	Jul. 31, 2022
Entity Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Period End Date	Jan. 31, 2023
Current Fiscal Year End Date	--01-31
Document Transition Report	false
Entity File Number	001-38044
Entity Registrant Name	Okta, Inc.
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	100 First Street, Suite 600
Entity Tax Identification Number	26-4175727
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94105
City Area Code	888
Local Phone Number	722-7871
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	OKTA
Security Exchange Name	NASDAQ
Entity Well-Known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Smaller Reporting Company	false
Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Shell Company	false
Entity Public Float			$ 14.9
Amendment Flag	false
Entity Central Index Key	0001660134
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Documents Incorporated by Reference	Portions of the registrant's definitive Proxy Statement relating to the 2023 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended January 31, 2023.
Class A Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		153,987,922
Class B Common Stock
Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		7,299,891

Audit Information	12 Months Ended
Audit Information	Jan. 31, 2023
Audit Information [Abstract]
Auditor Name	Ernst & Young LLP
Auditor Location	San Jose, California
Auditor Firm ID	42

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Jan. 31, 2023	Jan. 31, 2022
Current assets:
Cash and cash equivalents	$ 264	$ 260
Short-term investments	2,316	2,242
Accounts receivable, net of allowances of $8 and $4	481	398
Deferred commissions	92	75
Prepaid expenses and other current assets	76	66
Total current assets	3,229	3,041
Property and equipment, net	59	65
Operating lease right-of-use assets	122	148
Deferred commissions, noncurrent	210	191
Intangible assets, net	241	317
Goodwill	5,400	5,401
Other assets	46	43
Total assets	9,307	9,206
Current liabilities:
Accounts payable	12	20
Accrued expenses and other current liabilities	112	90
Accrued compensation	99	144
Convertible senior notes, net	0	16
Deferred revenue	1,242	973
Total current liabilities	1,465	1,243
Convertible senior notes, net, noncurrent	2,193	1,816
Operating lease liabilities, noncurrent	142	171
Deferred revenue, noncurrent	18	23
Other liabilities, noncurrent	23	31
Total liabilities	3,841	3,284
Commitments and contingencies (Note 11)
Stockholders’ equity:
Preferred stock	0	0
Additional paid-in capital	7,974	7,750
Accumulated other comprehensive loss	(33)	(12)
Accumulated deficit	(2,475)	(1,816)
Total stockholders’ equity	5,466	5,922
Total liabilities and stockholders’ equity	9,307	9,206
Class A Common Stock
Stockholders’ equity:
Common stock	0	0
Class B Common Stock
Stockholders’ equity:
Common stock	$ 0	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Jan. 31, 2023	Jan. 31, 2022
Allowance for accounts receivable	$ 8	$ 4
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	100,000,000	100,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Class A Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	1,000,000,000	1,000,000,000
Common stock, issued (in shares)	154,009,000	149,624,000
Common stock, outstanding (in shares)	154,009,000	149,624,000
Class B Common Stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	120,000,000	120,000,000
Common stock, issued (in shares)	7,300,000	6,978,000
Common stock, outstanding (in shares)	7,300,000	6,978,000

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Revenue
Total revenue	$ 1,858	$ 1,300	$ 835
Cost of revenue
Total cost of revenue	546	396	218
Gross profit	1,312	904	617
Operating expenses
Research and development	620	469	223
Sales and marketing	1,066	771	427
General and administrative	409	432	171
Restructuring and other charges	29	0	0
Total operating expenses	2,124	1,672	821
Operating loss	(812)	(768)	(204)
Interest expense	(11)	(91)	(73)
Interest income and other, net	22	9	13
Loss on early extinguishment and conversion of debt	0	0	(2)
Interest and other, net	11	(82)	(62)
Loss before provision for (benefit from) income taxes	(801)	(850)	(266)
Provision for (benefit from) income taxes	14	(2)	0
Net loss	$ (815)	$ (848)	$ (266)
Net loss per share, basic (in dollars per share)	$ (5.16)	$ (5.73)	$ (2.09)
Net loss per share, diluted (in dollars per share)	$ (5.16)	$ (5.73)	$ (2.09)
Weighted-average shares used to compute net loss per share, basic (in shares)	158,023	148,036	127,212
Weighted-average shares used to compute net loss per share, diluted (in shares)	158,023	148,036	127,212
Subscription
Revenue
Total revenue	$ 1,794	$ 1,249	$ 797
Cost of revenue
Total cost of revenue	464	329	170
Professional services and other
Revenue
Total revenue	64	51	38
Cost of revenue
Total cost of revenue	$ 82	$ 67	$ 48

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Statement of Comprehensive Income [Abstract]
Net loss	$ (815)	$ (848)	$ (266)
Net change in unrealized gains or losses on available-for-sale securities	(12)	(14)	1
Foreign currency translation adjustments	(9)	(3)	3
Other comprehensive income (loss)	(21)	(17)	4
Comprehensive loss	$ (836)	$ (865)	$ (262)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Amount after tax and reclassification adjustments of other comprehensive income (loss).

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Millions	Total	Settlement of convertible senior notes	Adjustment	Common Stock Class A Common Stock	Common Stock Class A Common Stock Conversion of Class B common stock to Class A common stock	Common Stock Class A Common Stock Settlement of convertible senior notes	Common Stock Class B Common Stock	Common Stock Class B Common Stock Conversion of Class B common stock to Class A common stock	Additional Paid-in Capital	Additional Paid-in Capital Settlement of convertible senior notes	Additional Paid-in Capital Adjustment	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit	Accumulated Deficit Adjustment
Beginning balance (in shares) at Jan. 31, 2020				113,990			8,648
Beginning balance at Jan. 31, 2020	$ 405			$ 0			$ 0		$ 1,106			$ 1	$ (702)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock upon exercise of stock options and other activity, net (in shares)				4,114			254
Issuance of common stock upon exercise of stock options and other activity, net	46								46
Issuance of common stock under employee stock purchase plan, net of cancellations (in shares)				247
Issuance of common stock under employee stock purchase plan, net of cancellations	26								26
Issuance of common stock for settlement of restricted stock units (in shares)				2,109
Issuance of common stock for bonus settlement (in shares)				86
Issuance of common stock for bonus settlement	10								10
Issuance of common stock pursuant to charitable donation (in shares)				43
Issuance of common stock pursuant to charitable donation	9								9
Conversion of convertible securities (in shares)				743			(743)
Proceeds from hedges related to convertible senior notes (in shares)				(168)
Equity component of convertible senior notes, net of issuance costs	306								306
Equity component of early extinguishment of convertible senior notes (in shares)				1,660
Equity component of early extinguishment and conversion of convertible senior notes	70								70
Proceeds from hedges related to convertible senior notes	195								195
Payments for warrants related to convertible senior notes	(175)								(175)
Purchases of capped calls related to convertible senior notes	(134)								(134)
Stock-based compensation	197								197
Other comprehensive income	4											4
Net loss	(266)			$ (249)			$ (17)						(266)
Ending balance (in shares) at Jan. 31, 2021				122,824			8,159
Ending balance at Jan. 31, 2021	$ 693			$ 0			$ 0		1,656			5	(968)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2020-06 [Member]
Issuance of common stock in connection with business combinations (in shares)				19,190
Issuance of common stock in connection with business combinations	$ 5,409								5,409
Issuance of common stock in connection with business combinations subject to future vesting (in shares)				1,269
Issuance of common stock upon exercise of stock options and other activity, net (in shares)				2,552			2
Issuance of common stock upon exercise of stock options and other activity, net	54								54
Issuance of common stock under employee stock purchase plan, net of cancellations (in shares)				186
Issuance of common stock under employee stock purchase plan, net of cancellations	36								36
Issuance of common stock for settlement of restricted stock units (in shares)				2,294
Issuance of common stock pursuant to charitable donation (in shares)				30
Issuance of common stock pursuant to charitable donation	7								7
Conversion of convertible securities (in shares)				1,183			(1,183)
Proceeds from hedges related to convertible senior notes (in shares)				(380)
Equity component of early extinguishment of convertible senior notes (in shares)				476
Equity component of early extinguishment and conversion of convertible senior notes	21								21
Stock-based compensation	567								567
Other comprehensive income	(17)											(17)
Net loss	(848)			$ (806)			$ (42)						(848)
Ending balance (in shares) at Jan. 31, 2022				149,624			6,978
Ending balance at Jan. 31, 2022	$ 5,922		$ (372)	$ 0			$ 0		7,750		$ (528)	(12)	(1,816)	$ 156
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in connection with business combinations subject to future vesting (in shares)				(14)
Issuance of common stock upon exercise of stock options and other activity, net (in shares)	1,416			965			451
Issuance of common stock upon exercise of stock options and other activity, net	$ 17								17
Issuance of common stock under employee stock purchase plan, net of cancellations (in shares)				492
Issuance of common stock under employee stock purchase plan, net of cancellations	31								31
Issuance of common stock for settlement of restricted stock units (in shares)				2,555
Issuance of common stock pursuant to charitable donation (in shares)				42
Issuance of common stock pursuant to charitable donation	4								4
Conversion of convertible securities (in shares)					129	356		(129)
Conversion of convertible securities		$ 17								$ 17
Proceeds from hedges related to convertible senior notes (in shares)				(140)
Stock-based compensation	683								683
Other comprehensive income	(21)											(21)
Net loss	(815)			$ (778)			$ (37)						(815)
Ending balance (in shares) at Jan. 31, 2023				154,009			7,300
Ending balance at Jan. 31, 2023	$ 5,466			$ 0			$ 0		$ 7,974			$ (33)	$ (2,475)

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Cash flows from operating activities:
Net loss	$ (815)	$ (848)	$ (266)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock-based compensation	677	566	195
Depreciation, amortization and accretion	114	108	37
Amortization of debt discount and issuance costs	6	86	68
Amortization of deferred commissions	84	57	40
Deferred income taxes	7	(6)	(1)
Non-cash charitable contributions	4	7	9
Lease impairment charges	14	0	3
Loss on early extinguishment and conversion of debt	0	0	2
(Gain) loss on strategic investments	(1)	(8)	1
Other, net	3	2	2
Changes in operating assets and liabilities:
Accounts receivable	(87)	(175)	(66)
Deferred commissions	(122)	(171)	(81)
Prepaid expenses and other assets	(13)	(7)	(13)
Operating lease right-of-use assets	27	23	19
Accounts payable	(6)	7	4
Accrued compensation	(44)	50	44
Accrued expenses and other liabilities	8	21	6
Operating lease liabilities	(34)	(24)	(17)
Deferred revenue	264	416	142
Net cash provided by operating activities	86	104	128
Cash flows from investing activities:
Capitalization of internal-use software costs	(9)	(4)	(4)
Purchases of property and equipment	(12)	(13)	(13)
Purchases of securities available for sale and other	(1,411)	(1,847)	(2,029)
Proceeds from maturities and redemption of securities available for sale	1,308	1,482	535
Proceeds from sales of securities available for sale and other	0	230	206
Payments for business acquisitions, net of cash acquired	(4)	(215)	0
Purchase of intangible assets	(2)	0	0
Net cash used in investing activities	(130)	(367)	(1,305)
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes, net of issuance costs	0	0	1,135
Proceeds from hedges related to convertible senior notes	0	0	195
Payments for warrants related to convertible senior notes	0	0	(175)
Purchases of capped calls related to convertible senior notes	0	0	(134)
Proceeds from stock option exercises, net of repurchases	17	53	45
Proceeds from shares issued in connection with employee stock purchase plan	31	36	26
Net cash provided by financing activities	48	89	1,092
Effects of changes in foreign currency exchange rates on cash, cash equivalents and restricted cash	(6)	(2)	2
Net decrease in cash, cash equivalents and restricted cash	(2)	(176)	(83)
Cash, cash equivalents and restricted cash at beginning of year	273	449	532
Cash, cash equivalents and restricted cash at end of year	271	273	449
Cash paid during the period for:
Interest	6	6	4
Income taxes	8	3	1
Non-cash investing and financing activities:
Issuance of common stock and value of equity awards assumed in connection with business combination	0	5,409	0
Issuance of common stock for repurchases and conversions of convertible senior notes	47	126	308
Benefit from exercise of hedges related to convertible senior notes	18	92	37
Operating lease right-of-use assets exchanged for lease liabilities	11	22	46
Issuance of common stock for bonus settlement	0	0	10
Reconciliation of cash, cash equivalents, and restricted cash within the consolidated balance sheets to the amounts shown in the statements of cash flows above:
Cash and cash equivalents	264	260	435
Restricted cash, current included in prepaid expenses and other current assets	0	5	5
Restricted cash, noncurrent included in other assets	7	8	9
Total cash, cash equivalents and restricted cash	$ 271	$ 273	$ 449

Overview and Basis of Presentation	12 Months Ended
Overview and Basis of Presentation	Jan. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Overview and Basis of Presentation	Overview and Basis of Presentation Description of Business Okta, Inc. (the “Company”) is the leading independent identity provider. The Company's Workforce Identity and Customer Identity Clouds are powered by the Company's Identity Platform enabling customers to securely connect the right people to the right technologies and services at the right time, and developers to securely and efficiently embed identity into the software they build, allowing them to innovate and focus on their core mission. The Company was incorporated in January 2009 as Saasure Inc., a California corporation, and was later reincorporated in April 2010 under the name Okta, Inc. as a Delaware corporation. The Company is headquartered in San Francisco, California. Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America. All intercompany balances and transactions have been eliminated in consolidation. The Company conducts business globally and is managed, operated and organized by major functional departments that operate on a consolidated basis. As result, the Company operates in one reportable segment. The Company’s fiscal year ends on January 31. References to fiscal 2023, for example, refer to the fiscal year ended January 31, 2023. Certain reclassifications of components of prior period operating cash flows have been made in the consolidated statements of cash flows to conform to the current period presentation. These reclassifications had no impact on the aggregate cash flow classifications as previously reported. In fiscal 2023, the Company elected to change its presentation of dollars from thousands to millions. As a result, the sum of the components reported in millions may not equal the total amount reported in millions due to rounding. In addition, percentages presented may not add to their respective totals or recalculate due to rounding. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates are based on historical experience and on other assumptions that management believes are reasonable under the circumstances. Actual results could vary from those estimates. The Company’s most significant estimates include the valuation of deferred income tax assets, uncertain tax positions, assets and liabilities acquired in business combinations, and loss contingencies related to litigation. Foreign Currency The functional currencies of the Company’s foreign subsidiaries are the respective local currencies. Translation adjustments arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive income (loss) within the consolidated statements of stockholders’ equity. Foreign currency transaction gains and losses are included in interest and other, net in the consolidated statements of operations and were not material in fiscal 2023, 2022 or 2021. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period.

Summary of Significant Accounting Policies

12 Months Ended

Jan. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Revenue Recognition

Revenue is derived from subscription fees (which include support fees) and professional services fees. The Company sells subscriptions to its platform through arrangements that are generally one to five years in length. The arrangements are generally non-cancellable and non-refundable. Furthermore, if a customer reduces the contracted

usage or service level, the customer has no right of refund. The subscription arrangements do not provide customers with the right to take possession of the software supporting the platform and, as a result, are accounted for as service arrangements. This revenue recognition policy is consistent for sales generated directly with customers and sales generated indirectly through channel partners.

Revenue recognition is determined 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, the performance obligations are satisfied.

The Company recognizes revenue net of any applicable value added or sales tax.

Subscription Revenue

Subscription revenue, which includes support, is recognized on a straight-line basis over the non-cancellable contractual term of the arrangement, generally beginning on the date that the Company’s service is made available to the customer.

Professional Services Revenue

Professional services principally consist of customer-specific requests for application integrations, user interface enhancements and other customer-specific requests. Revenue for professional services is recognized as services are performed in proportion to their pattern of transfer.

Contracts with Multiple Performance Obligations

Some of the Company’s contracts with customers contain multiple performance obligations. For these contracts, the Company accounts 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 ("SSP") basis.

The Company determines SSP based on observable, if available, prices for those related services when sold separately. When such observable prices are not available, the Company determines SSP based on overarching pricing objectives and strategies, taking into consideration market conditions and other factors, including customer size, volume purchased, market and industry conditions, product-specific factors and historical sales of the deliverables. Pricing objectives, market conditions or other factors may change in the future resulting in changes to standalone selling prices that could impact the timing or amount of revenue recognition.

Deferred Revenue

Deferred Commissions

Sales commissions earned by the Company’s sales force are generally considered incremental and recoverable costs of obtaining a contract with a customer. Sales commissions for new revenue contracts, including incremental sales to existing customers, are deferred and then amortized on a straight-line basis over a period of benefit, which is determined to be generally five years. The Company determined the period of benefit by taking into consideration the terms of its customer contracts, its technology and other factors.

Sales commissions for renewal contracts (which are not considered commensurate with sales commissions for new revenue contracts and incremental sales to existing customers) are deferred and then amortized on a straight-line basis over the related period of benefit, which is generally two years, as determined by considering the average contractual term for renewal contracts.

Sales commissions capitalized as contract costs totaled $121 million and $171 million in fiscal 2023 and 2022, respectively. Amortization of contract costs was $84 million, $57 million and $40 million in fiscal 2023, 2022 and 2021, respectively. Amortization expense is included in sales and marketing expenses in the accompanying consolidated statements of operations.

Cost of Revenue

Costs of revenue primarily consist of costs related to providing the Company’s cloud-based platform to its customers, including third-party hosting fees, amortization of capitalized internal-use software and finite-lived purchased developed technology, customer support, other employee-related expenses for security, technical operations and professional services staff, and allocated overhead costs.

Research and Development

Research and development expense incurred in the normal course of business is expensed as incurred.

Software Development Costs

Qualifying internally-developed software development costs, including the associated stock-based compensation expenses, are capitalized during the application development stage, as long as management has authorized and committed to funding the project, it is probable the project will be completed and the software will be used to perform the function intended. Capitalization of such costs ceases once the project is substantially complete and ready for its intended use. Capitalized software development costs are included in Intangible assets, net on the consolidated balance sheets and are amortized on a straight-line basis over an expected useful life of 3 years.

Advertising Expenses

Advertising costs are expensed as incurred. Advertising expense was $77 million, $79 million, and $33 million in fiscal 2023, 2022 and 2021, respectively.

Restructuring and Other Charges

Restructuring generally includes significant actions involving employee-related severance charges, facilities consolidation and contract termination costs. Employee-related severance charges are largely based upon substantive severance plans, while some are mandated requirements in certain foreign jurisdictions. Severance costs generally include severance payments, outplacement services, health insurance coverage and legal costs. These charges are reflected in the period when both the actions are probable, at the balance sheet date, and the amounts are reasonably estimable. Right-of-use asset impairments are recognized on the date the premises have been vacated or the Company have ceased-use of the leased facilities.

Actual results may differ from the Company's estimates and assumptions. Restructuring liabilities are classified in accrued expenses and other current liabilities in the consolidated balance sheets.

Stock-Based Compensation

The Company's equity incentive plans provide for granting stock options, restricted stock units ("RSUs"), restricted stock awards to employees, consultants, officers and directors and RSUs with market-based vesting conditions to certain executives. In addition, the Company offers an ESPP to eligible employees.

Stock-based compensation expense related to stock awards (including stock options, RSUs, market-based RSUs, and ESPP) is measured based on the fair value of the awards granted and recognized as an expense over the requisite service period.

The fair value of each option and ESPP awards are estimated on the grant date using the Black-Scholes option pricing model which requires the use of various assumptions, including the expected term of the award, the expected volatility of the price of the underlying common stock, risk-free interest rates, and expected dividend yield

of the underlying common stock. Stock-based compensation expense is recognized following the straight-line attribution method over the requisite service period for options, and over the offering period for ESPP awards. The expected term of the Company’s stock options granted to employees has been determined utilizing the simplified method due to lack of historical exercise data. The expected volatility has been determined using a weighted-average of the historical volatility measures of a group of guideline companies and the Company's own historical volatility. The risk-free interest rate used is based on the U.S. Treasury yield in effect at the time of grant for a period consistent with the expected term of the award. The expected dividend is assumed to be zero as the Company has never declared or paid any cash dividends and do not currently intend to declare dividends in the foreseeable future.

The fair value of each RSU award is based on the fair value of the underlying common stock as of the grant date. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period, generally four years.

The fair value of each market-based RSU award is measured using a Monte Carlo simulation valuation model which requires the use of various assumptions, including the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period. Stock-based compensation expense for awards with market conditions is recognized over the requisite service period using the accelerated attribution method and is not reversed if the market condition is not met.

The assumptions used to determine the fair value of the stock awards represent management's best estimates. These estimates involve inherent uncertainties and the application of management's judgment. Forfeitures are accounted for as they occur.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax basis. Deferred tax assets are also recognized for operating losses and tax credit carry forwards. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Management considers all positive and negative evidence in evaluating the Company’s ability to realize its deferred tax assets, for example its historical results and forecasts of future ability to realize its deferred tax assets, including forecasts of future taxable income by jurisdiction. Deferred tax assets and liabilities are measured using enacted tax rates applicable in the years in which they are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax law is recognized in the provision for income taxes in the period that includes the enactment date.

The Company does not provide for income taxes on undistributed earnings of subsidiaries that are intended to be indefinitely reinvested. Where the Company does not intend to indefinitely reinvest subsidiary earnings, income and withholding taxes, as applicable, are provided on such undistributed earnings.

The calculation of tax liabilities involves dealing with uncertainties in the application of complex tax regulations. The Company determines if the weight of available evidence indicates that it is more likely than not that a tax position will be sustained on tax audit, assuming that all issues are audited and resolution of any related appeals or litigation processes are considered. The tax benefit is then measured as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The reserves for uncertain tax positions are adjusted as facts and circumstances change, for example on closing of a tax audit, expiration of statutes of limitation on potential assessments or refinement of an estimate. To the extent that the final outcome of these matters is different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such a determination is made. The provisions for income taxes include the impact of reserves for uncertain tax positions, along with the related interest and penalties.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents consist of cash on hand and highly liquid investments with original maturities of three months or less from the date of purchase. Cash equivalents generally consist of investments in money market funds. The fair market value of cash equivalents approximated their carrying value as of January 31, 2023 and 2022.

As of January 31, 2023 and 2022, the Company's long-term restricted cash balance was $7 million and $8 million, respectively, primarily related to letters of credit for its facility lease agreements.

Short-Term Investments

The Company’s short-term investments comprise of U.S. treasury securities and corporate debt securities. The Company determines the appropriate classification of its short-term investments at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its short-term investments as available-for-sale securities as the Company may sell these securities at any time for use in its current operations or for other purposes, even prior to maturity. As a result, short-term investments, including securities with stated maturities beyond twelve months, are classified within current assets in the consolidated balance sheets.

Available-for-sale securities are recorded at fair value each reporting period and are periodically evaluated for impairment. For unrealized losses in securities that the Company intends to hold and will not more likely than not be required to sell before recovery, the Company further evaluates whether declines in fair value below amortized cost are due to credit or non-credit related factors.

The Company considers credit related impairments to be changes in value that are driven by a change in the creditor’s ability to meet its payment obligations, and records an allowance and recognizes a corresponding loss in interest income and other, net when the impairment is incurred. Unrealized non-credit related losses and unrealized gains are reported as a separate component of accumulated other comprehensive loss in the consolidated balance sheets until realized. Realized gains and losses are determined based on the specific identification method and are reported in interest income and other, net in the consolidated statements of operations.

Strategic Investments

The Company's strategic investments consist primarily of equity investments in privately held companies and are included in Other assets on the consolidated balance sheets. Investments in privately held companies without readily determinable fair values in which the Company does not own a controlling interest or have significant influence over are measured using the measurement alternative. In applying the measurement alternative, the Company adjusts the carrying values of strategic investments based on observable price changes from orderly transactions for identical or similar investments of the same issuer. Additionally, the Company evaluates its strategic investments at least quarterly for impairment. Adjustments and impairments are recorded in Interest and other, net on the consolidated statements of operations.

In determining the estimated fair value of its strategic investments in privately held companies, the Company uses the most recent and available data. Valuations of privately held securities are inherently complex due to the lack of readily available market data and require the use of judgment. The determination of whether an orderly transaction is for an identical or similar investment requires significant Company judgment. In its evaluation, the Company considers factors such as differences in the rights and preferences of the investments and the extent to which those differences would affect the fair values of those investments. The Company’s impairment analysis encompasses an assessment of both qualitative and quantitative factors including the investee's financial metrics, market acceptance of the investee's product or technology, general market conditions and liquidity considerations.

Accounts Receivable and Allowances

Accounts receivable are recorded at the invoiced amount, net of allowances. These allowances are based on the Company’s assessment of the collectibility of accounts by considering the age of each outstanding invoice, the collection history of each customer, and an evaluation of current expected risk of credit loss based on current economic conditions and reasonable and supportable forecasts of future economic conditions over the life of the receivable. The Company assesses collectibility by reviewing accounts receivable on an aggregated basis where similar characteristics exist and on an individual basis when specific customers with collectibility issues are identified. Amounts deemed uncollectible are recorded as an allowance in the consolidated balance sheets with an offsetting decrease in deferred revenue or a charge to general and administrative expense in the consolidated statements of operations.

Property and Equipment

Property and equipment, net, is stated at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets. Repairs and maintenance costs are expensed as incurred.

The useful lives of property and equipment are as follows:


			Useful lives
Computers and equipment			3 years
Furniture and fixtures			7 years
Leasehold improvements			Shorter of estimated useful life or remaining lease term

Business Combinations

Business combinations are accounted for under the acquisition method of accounting, which requires the acquired assets, including separately identifiable intangible assets, and assumed liabilities to be recorded as of the acquisition date at their respective estimated fair values. Any excess of the purchase price over the fair value of the assets acquired, including separately identifiable intangible assets and liabilities assumed, is recorded as goodwill.

The determination of the fair value of assets acquired and liabilities assumed involves assessments of factors such as the expected future cash flows associated with individual assets and liabilities and appropriate discount rates at the date of the acquisition. Significant management inputs used in the estimation of fair value of assets acquired and liabilities assumed include, but are not limited to, expected future cash flows, future changes in technology, estimated replacement costs, discount rates and assumptions about the period of time the brand will continue to be used in the Company’s product portfolio. Where appropriate, external advisers are consulted to assist in the determination of fair value. For non-observable market values, fair value has been determined using acceptable valuation methods. The results of operations for businesses acquired are included in the financial statements from the acquisition date. Acquisition-related expenses and post-acquisition restructuring costs are recognized separately from the business combination and are expensed as incurred.

Goodwill and Other Long-Lived Assets

Goodwill represents the excess of the purchase price over the estimated fair value of net assets of businesses acquired in a business combination. Goodwill amounts are not amortized. Goodwill is tested for impairment annually on the first day of the fourth quarter of each fiscal year, or whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. The Company operates as a single operating segment.

Management has the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of the Company is less than the carrying amount, including goodwill. If it is determined that it is more likely than not that the fair value of the Company is less than the carrying amount, a quantitative assessment is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The Company also has the option to bypass the qualitative assessment, and perform the quantitative assessment. No goodwill impairments were recorded during the years presented.

Long-lived assets, such as property and equipment and finite-lived intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of assets to be held and used is measured by comparing the carrying amount to the estimated undiscounted future cash flows expected to be generated. If the carrying amount exceeds the undiscounted cash flows, the assets are determined to be impaired and an impairment charge is recognized as the amount by which the carrying amount exceeds its fair value. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives.

Operating Leases and Incremental Borrowing Rate

The Company leases office space under operating leases with expiration dates through 2029. The Company determines whether an arrangement constitutes a lease and records lease liabilities and right-of-use assets on its consolidated balance sheets at lease commencement. Lease liabilities are measured based on the present value of the total lease payments not yet paid, discounted based on the more readily determinable of either the rate implicit in the lease or the incremental borrowing rate, which is the estimated rate the Company would be required to pay for a collateralized borrowing equal to the total lease payments over the term of the lease. Lease liabilities due within twelve months are included within accrued expenses and other current liabilities on the consolidated balance sheet. The estimation of the incremental borrowing rate is based on an estimate of the Company's unsecured borrowing rate for its Notes, adjusted for tenor and collateralized security features. Right-of-use assets are measured based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives received, incurred or payable under the lease. Recognition of rent expense begins when the lessor makes the underlying asset available to the Company. The Company does not assume renewals or early terminations of its leases unless it is reasonably certain to exercise these options at commencement and does not allocate consideration between lease and non-lease components.

For leases with a lease term of 12 months or less ("short-term leases"), rent expense is recorded in the consolidated statements of operations on a straight-line basis over the lease term and records variable lease payments as incurred.

Loss Contingencies

The Company is periodically involved in various legal claims and proceedings. The Company routinely reviews the status of each significant matter and assesses its potential financial exposure. If the potential loss from any matter is considered probable and the amount can be reasonably estimated, the Company records a liability for the estimated loss. If either or both of the criteria for recording the liability are not met, the Company assesses whether there is at least a reasonable possibility that a loss, or additional losses, may have been incurred. If there is a reasonable possibility that a loss may have been incurred, the Company discloses the estimate of the amount of loss or range of loss, discloses that the amount is immaterial, or discloses that an estimate of loss cannot be made, as applicable. Because of inherent uncertainties related to these legal matters, the Company bases its loss accruals on the best information available at the time. As additional information becomes available, the Company reassesses its potential liability and may review its estimates. Actual outcomes of these legal and regulatory proceedings may differ materially from the Company’s estimates.

Concentrations of Risk

Financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and accounts receivable. The Company's short-term investments are primarily intended to facilitate liquidity and capital preservation and consist predominately of highly liquid investment-grade fixed-income securities, diversified among industries and individual issuers. The Company's policy is designed to limit exposure from any particular issuer or institution.

Credit risk arising from accounts receivable is mitigated due to the large number of customers and their dispersion across various industries and geographies. For the periods presented, there were no customers that represented more than 10% of the Company's accounts receivable balance or total revenue.

The Company serves customers and users from data center facilities located across various different physical locations, such as the U.S., Europe and Asia-Pacific, most of which are operated by a single third party. The Company has disaster recovery protocols at the third-party service providers. Even with these procedures for disaster recovery in place, access to the Company's service could be significantly interrupted, resulting in an adverse effect on its operating results and financial condition.

Net Loss per Share

stockholders is computed giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock, unvested RSUs, unvested common stock and restricted stock issued in connection with certain business combinations, convertible senior notes and warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. The rights of the holders of the Company's Class A and Class B common stock are identical, except with respect to voting and conversion rights. See Note 15 for additional details.

Recently Adopted Accounting Pronouncements

ASU No. 2020-06

The Company adopted ASU 2020-06, effective February 1, 2022, using the modified retrospective method. The prior period consolidated financial statements have not been retrospectively adjusted and continue to be reported under the accounting standards in effect for those periods.

The new guidance simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, the guidance removes from GAAP the liability and equity separation model for convertible instruments with a cash conversion feature, and as a result, after adoption, no longer requires separately presenting in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature is no longer amortized into income as interest expense over the life of the instrument. Instead, the convertible debt instrument is accounted for wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, the guidance requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share, which is consistent with the Company’s accounting treatment prior to the adoption of the new guidance.

The Company recognized a cumulative effect of initially applying the guidance as an adjustment to the February 1, 2022 opening balance of accumulated deficit. Due to the elimination of the equity conversion component of the Company’s convertible senior notes outstanding as of February 1, 2022, additional paid-in capital was reduced. The elimination of the equity conversion component had the effect of increasing the Company’s net debt balance. The reduction of other liabilities is related to changes to the Company’s deferred tax liabilities.

The adoption of the new guidance resulted in the following changes to the Company’s consolidated balance sheet as of February 1, 2022:


	Balance at January 31, 2022		Adjustments from Adoption of ASU 2020-06		Balance at February 1, 2022
	(dollars in millions)
Liabilities
Convertible senior notes, net	$	16	$	1	$	17
Convertible senior notes, net, noncurrent	1,816		372		2,188
Other liabilities, noncurrent	31		(1)		30
Stockholders’ equity
Additional paid-in capital	7,750		(528)		7,222
Accumulated deficit	(1,816)		156		(1,660)

In addition, the adoption of the new guidance resulted in a decrease in reported net interest expense of approximately $85 million and a decrease in basic and diluted net loss per share of $0.54 in fiscal 2023.

ASU No. 2021-08

The Company adopted the Financial Accounting Standards Board ("FASB") issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), effective February 1, 2022, on a prospective basis. The update requires contract assets and contract liabilities acquired in a business combination be recognized and measured in accordance with the latest revenue guidance. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

ASU No. 2021-04

The Company adopted the FASB issued ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”), effective February 1, 2022, on a prospective basis. The new guidance addresses specific guidance related to modifications or exchanges of freestanding equity-classified written call options (such as warrants) by specifying the accounting for various modification scenarios. The adoption of the new guidance did not have a material impact on the Company’s consolidated financial statements.

Business Combinations	12 Months Ended
Business Combinations	Jan. 31, 2023
Business Combination and Asset Acquisition [Abstract]
Business Combinations	Business Combinations Acquisition of Auth0 On May 3, 2021, the Company acquired all outstanding shares of privately-held Auth0, an Identity-as-a-Service company. Total consideration transferred for Auth0 was $5,671 million, including approximately 19 million shares of common stock valued at $5,176 million, cash of $257 million, and assumed outstanding equity awards with vested fair value of $238 million. Cash consideration of $4 million and approximately 1 million shares valued at $295 million were held back as partial security for post-closing true-up adjustments as well as any indemnification claims made within one year of the acquisition date. The consideration held back was paid in full during fiscal 2023. The Company incurred $29 million of acquisition-related costs, which were recorded as general and administrative expenses in its consolidated statement of operations in fiscal 2022. The transaction was accounted for as a business combination. The total purchase price of $5,671 million was allocated to the tangible and identifiable intangible assets and liabilities based on their estimated fair values. The excess of purchase consideration over the fair value of the assets acquired and liabilities assumed was $5,290 million and was recorded as goodwill. Acquisition of atSpoke On August 2, 2021, the Company acquired all issued and outstanding capital stock of privately-held atSpoke, a modern workplace operations platform. The acquisition date cash consideration for atSpoke was approximately $79 million, of which $13 million of consideration was held back as partial security for any adjustments and indemnification obligations and was paid within 18 months of the closing date. The Company recorded $18 million for developed technology intangible assets with an estimated useful life of 3 years and recorded $62 million of goodwill. The Company incurred $1 million of acquisition-related costs, which were recorded as general and administrative expenses in its consolidated statement of operations in fiscal 2022.

Cash Equivalents and Investments

12 Months Ended

Jan. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Cash Equivalents and Investments

Cash Equivalents and Short-term Investments

The following tables present the amortized cost, unrealized gain (loss) and estimated fair value of cash equivalents and short-term investments:


	As of January 31, 2023
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
	(dollars in millions)
Cash equivalents:
Money market funds	$	133	$	—	$	—	$	133



Total cash equivalents	133		—		—		133
Short-term investments:


U.S. treasury securities	2,207		—		(22)		2,185
Corporate debt securities	133		—		(2)		131
Total short-term investments	2,340		—		(24)		2,316
Total	$	2,473	$	—	$	(24)	$	2,449


	As of January 31, 2022
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
	(dollars in millions)
Cash equivalents:
Money market funds	$	152	$	—	$	—	$	152

Total cash equivalents	152		—		—		152
Short-term investments:


U.S. treasury securities	1,922		—		(9)		1,913
Corporate debt securities	331		—		(2)		329
Total short-term investments	2,253		—		(11)		2,242
Total	$	2,405	$	—	$	(11)	$	2,394

All short-term investments were designated as available-for-sale securities as of January 31, 2023 and 2022.

The following table presents the contractual maturities of the Company's short-term investments:


	As of January 31, 2023
	Amortized Cost		Estimated Fair Value
	(dollars in millions)
Due within one year	$	2,097	$	2,076
Due between one to five years	243		240
Total	$	2,340	$	2,316

Interest receivable of $10 million and $6 million is included in Prepaid expenses and other current assets on the consolidated balance sheets as of January 31, 2023 and 2022, respectively.

The following table presents the fair values and unrealized losses related to the Company's investments in available-for-sale debt securities classified by length of time that the securities have been in a continuous unrealized loss position as of January 31, 2023:


	Less Than 12 Months				More Than 12 Months				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
	(dollars in millions)
U.S. treasury securities	$	1,204	$	(9)	$	846	$	(13)	$	2,050	$	(22)
Corporate debt securities	13		—		114		(2)		127		(2)
Total	$	1,217	$	(9)	$	960	$	(15)	$	2,177	$	(24)

The Company had 159 and 193 short-term investments in unrealized loss positions as of January 31, 2023 and 2022, respectively.

For available-for-sale debt securities that have unrealized losses, the Company evaluates whether (i) the Company has the intention to sell any of these investments, (ii) it is not more likely than not that the Company will be required to sell any of these available-for-sale debt securities before recovery of the entire amortized cost basis and (iii) the decline in the fair value of the investment is due to credit or non-credit related factors. There were no material credit or non-credit related impairments for short-term investments as of January 31, 2023 and 2022.

Strategic Investments

Strategic investments primarily include equity investments in privately held companies, which do not have a readily determinable fair value. As of January 31, 2023 and 2022, the balance of strategic investments was $25 million and $15 million, respectively.

Fair Value Measurements

12 Months Ended

Jan. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

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

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

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

active markets.

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

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

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present information about financial assets that were measured at fair value on a recurring basis using the above input categories:


	As of January 31, 2023
	Level 1		Level 2		Level 3		Total
	(dollars in millions)
Assets:
Cash equivalents:
Money market funds	$	133	$	—	$	—	$	133



Total cash equivalents	133		—		—		133
Short-term investments:


U.S. treasury securities	—		2,185		—		2,185
Corporate debt securities	—		131		—		131
Total short-term investments	—		2,316		—		2,316
Total cash equivalents and short-term investments	$	133	$	2,316	$	—	$	2,449


	As of January 31, 2022
	Level 1		Level 2		Level 3		Total
	(dollars in millions)
Assets:
Cash equivalents:
Money market funds	$	152	$	—	$	—	$	152

Total cash equivalents	152		—		—		152
Short-term investments:


U.S. treasury securities	—		1,913		—		1,913
Corporate debt securities	—		329		—		329
Total short-term investments	—		2,242		—		2,242
Total cash equivalents and short-term investments	$	152	$	2,242	$	—	$	2,394

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

Fair Value Measurements of Other Financial Instruments

The following table presents the principal amounts and estimated fair values of financial instruments that are not recorded at fair value on the consolidated balance sheets:


	As of January 31, 2023
	Principal Amount		Estimated Fair Value
	(dollars in millions)
2025 convertible senior notes	$	1,060	$	933
2026 convertible senior notes	$	1,150	$	981

The Notes are recorded at face value less unamortized debt issuance costs (See Note 9 for additional details). The estimated fair values of the Notes, which are Level 2 financial instruments, were determined based on the quoted bid prices of the Notes in an over-the-counter market on the last trading day of the reporting period.

- Definition

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

+ References + Details

Goodwill and Intangible Assets, net

12 Months Ended

Jan. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets, net

Goodwill

As of January 31, 2023 and 2022, goodwill was $5,400 million and $5,401 million, respectively. No goodwill impairments were recorded during fiscal 2023, 2022 and 2021.

Intangible Assets, net

Intangible assets consisted of the following:


	As of January 31, 2023
	Gross		Accumulated Amortization		Net
	(dollars in millions)
Capitalized internal-use software costs	$	48	$	(28)	$	20
Purchased developed technology	220		(93)		127
Customer relationships	141		(62)		79
Trade name	21		(7)		14
Software licenses	1		—		1
	$	431	$	(190)	$	241


	As of January 31, 2022
	Gross		Accumulated Amortization		Net
	(dollars in millions)
Capitalized internal-use software costs	$	36	$	(24)	$	12
Purchased developed technology	220		(48)		172
Customer relationships	141		(26)		115
Trade name	21		(3)		18

	$	418	$	(101)	$	317

The weighted-average remaining useful lives of the Company’s acquired intangible assets are as follows:

Weighted-Average Remaining Useful Life

As of January 31,

2023

2022

Purchased developed technology

3.0 years

4.0 years

Customer relationships

3.4 years

4.0 years

Trade name

3.3 years

4.3 years

As of January 31, 2023, estimated remaining amortization expense for the intangible assets by fiscal year was as follows:



	Remaining Amortization
	(dollars in millions)
2024	$	84
2025	72
2026	63
2027	20
2028	2
Thereafter	—
Total	$	241

Amortization expense of intangible assets was $93 million, $69 million and $11 million in fiscal 2023, 2022 and 2021, respectively.

Balance Sheet Components

12 Months Ended

Jan. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Property and Equipment, net

Property and equipment consisted of the following:


	As of January 31,
	2023		2022
	(dollars in millions)
Computers and equipment	$	—	$	1
Furniture and fixtures	19		17
Leasehold improvements	88		82
Property and equipment, gross	107		100
Less accumulated depreciation	(48)		(35)
Property and equipment, net	$	59	$	65

Depreciation expense was $12 million in fiscal 2023 and 2022, and $9 million in fiscal 2021.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	As of January 31,
	2023		2022
	(dollars in millions)

Accrued expenses	$	67	$	48

Accrued taxes payable	5		7
Operating lease liabilities	32		27
Other	8		8
Accrued expenses and other current liabilities	$	112	$	90

Other Liabilities, Noncurrent

Other liabilities, noncurrent consisted of the following:


	As of January 31,
	2023		2022
	(dollars in millions)


Deferred tax liabilities	$	12	$	9
Other	11		22
Other liabilities, noncurrent	$	23	$	31

Deferred Revenue and Performance Obligations	12 Months Ended
Deferred Revenue and Performance Obligations	Jan. 31, 2023
Revenue from Contract with Customer [Abstract]
Deferred Revenue and Performance Obligations	Deferred Revenue and Performance Obligations Deferred Revenue Deferred revenue, which is a contract liability, consists primarily of payments received and accounts receivable recorded in advance of revenue recognition under the Company’s contracts with customers and is recognized as the revenue recognition criteria are met. Subscription revenue recognized during fiscal 2023 and 2022 included $952 million and $495 million, respectively, from deferred revenue balances at the beginning of the respective periods. Professional services and other revenue recognized in fiscal 2023 and 2022 from deferred revenue balances at the beginning of the respective periods was $14 million and $7 million, respectively. Transaction Price Allocated to the Remaining Performance Obligations Transaction price allocated to the remaining performance obligations represents all future, non-cancelable contracted revenue that has not yet been recognized, inclusive of deferred revenue that has been invoiced and non-cancelable amounts that will be invoiced and recognized as revenue in future periods. Total remaining non-cancelable performance obligations under subscription contracts with customers was approximately $3,007 million as of January 31, 2023. Of this amount, the Company expects to recognize revenue of approximately $1,684 million, or 56%, over the next 12 months, with the balance to be recognized as revenue thereafter. Remaining performance obligations for professional services and other contracts as of January 31, 2023 were not material.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Convertible Senior Notes, Net

12 Months Ended

Jan. 31, 2023

Debt Disclosure [Abstract]

Convertible Senior Notes, Net

2023 Convertible Senior Notes

The 2023 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 0.25% per year. Interest is payable in cash semi-annually in arrears on February 15 and August 15 of each year, beginning on August 15, 2018. The outstanding 2023 Notes matured on February 15, 2023.

The terms of the 2023 Notes are governed by an Indenture by and between the Company and Wilmington Trust, National Association, as Trustee (the "2023 Indenture"). Upon conversion, the 2023 Notes may be settled in

cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election.

The 2023 Notes are convertible at an initial conversion rate of 20.6795 shares of Class A common stock per $1,000 principal amount of the 2023 Notes, which is equal to an initial conversion price of approximately $48.36 per share of Class A common stock, subject to adjustment under certain circumstances in accordance with the terms of the 2023 Indenture. As of January 31, 2023, an immaterial amount of 2023 Notes remained outstanding.

During fiscal 2023, the Company issued approximately 0.4 million shares of Class A common stock and paid an immaterial amount in cash to settle approximately $17 million principal amount of 2023 Notes.

As of January 31, 2023, the effective interest rate on the 2023 Notes was 0.85%. As of January 31, 2022 and 2021, prior to the adoption of ASU 2020-06, the effective interest rate on the liability component of the 2023 Notes was 5.68%. Interest expense recognized related to the 2023 Notes was immaterial during fiscal 2023, 2022 and 2021.

The net carrying amount of the 2023 Notes consisted of the following:


	As of January 31, 2023		As of January 31, 2022
	(dollars in millions)
Liability component:
Principal	$	—	$	17
Less: unamortized debt issuance costs and debt discount(1)	—		(1)
Net carrying amount	$	—	$	16

Equity component:(1)
2023 Notes	$	—	$	4
Less: issuance costs	—		—
Carrying amount of the equity component(2)	$	—	$	4

(1) Subsequent to the adoption of ASU 2020-06 under the modified retrospective method, the equity component and debt discount are eliminated. (2) Included in the January 31, 2022 consolidated balance sheet within Additional paid-in capital.

Note Hedges

In connection with the pricing of the 2023 Notes, the Company entered into convertible note hedges with respect to its Class A common stock. The Note Hedges are purchased call options that give the Company the option to purchase shares, subject to anti-dilution adjustments substantially identical to those in the 2023 Notes, of its Class A common stock for approximately $48.36 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2023 Notes, exercisable upon conversion of the 2023 Notes. The Note Hedges will expire in 2023, if not exercised earlier. The Note Hedges are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2023 Notes under certain circumstances. The Note Hedges are separate transactions and are not part of the terms of the 2023 Notes. The Note Hedges meet the criteria for classification as equity and, as such, are not remeasured each reporting period.

During fiscal 2023, the Company exercised and net-share-settled Note Hedges corresponding to approximately $12 million principal amount of 2023 Notes and received approximately 0.1 million shares of Class A common stock and an immaterial cash payment.

As of January 31, 2023, Note Hedges giving the Company the option to purchase approximately 0.1 million shares (subject to adjustment) remained outstanding.

Warrants

In connection with the issuance of the 2023 Notes, the Company entered into separate warrant transactions pursuant to which it sold net-share-settled (or, at the Company’s election subject to certain conditions, cash-settled) warrants to acquire shares, subject to anti-dilution adjustments, over 80 scheduled trading days beginning in May 2023 of the Company’s Class A common stock at an initial exercise price of approximately $68.06 per share (subject to adjustment). If the Warrants are not exercised on their exercise dates, they will expire. If the market value per share of the Company’s Class A common stock exceeds the applicable exercise price of the Warrants, the Warrants could have a dilutive effect on the Company’s Class A common stock unless, subject to the terms of the Warrants, the Company elects to cash settle the Warrants. The Warrants are separate transactions and are not part of the terms of the 2023 Notes or the Note Hedges. The Warrants meet the criteria for classification as equity and, as such, are not remeasured each reporting period.

As of January 31, 2023, Warrants to acquire up to approximately 1 million shares (subject to adjustment) remained outstanding.

2025 Convertible Senior Notes

The 2025 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 0.125% per year. Interest is payable in cash semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2020. The 2025 Notes mature on September 1, 2025 unless earlier redeemed, repurchased or converted.

The terms of the 2025 Notes are governed by an Indenture by and between the Company and Wilmington Trust, National Association, as Trustee (the "2025 Indenture"). Upon conversion, the 2025 Notes may be settled in cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election.

The 2025 Notes are convertible at an initial conversion rate of 5.2991 shares of Class A common stock per $1,000 principal amount of the 2025 Notes, which is equal to an initial conversion price of approximately $188.71 per share of Class A common stock, subject to adjustment under certain circumstances in accordance with the terms of the 2025 Indenture. Prior to the close of business on the business day immediately preceding June 1, 2025, holders of the 2025 Notes may convert all or a portion of their 2025 Notes only in multiples of $1,000 principal amount, under the following circumstances:

•during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2020 (and only during such fiscal quarter), if the last reported sale price of Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the 2025 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 2025 Notes for each trading day of that five 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 on such trading day;

•if the Company calls the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

•upon the occurrence of specified corporate events, as described in the 2025 Indenture.

On or after June 1, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2025 Notes regardless of the foregoing circumstances. During the three months ended January 31, 2023, the conditions allowing holders of the 2025 Notes to convert during the three months ending April 30, 2023 were not met, and as a result, the 2025 Notes were classified as noncurrent liabilities as of January 31, 2023.

The Company may redeem for cash all or any portion of the 2025 Notes, at its option, on or after September 6, 2022, if the last reported sale price of the Company’s Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day preceding

the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2025 Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

Holders of the 2025 Notes who convert their 2025 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the 2025 Indenture) or in connection with the Company’s issuance of a redemption notice 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 2025 Indenture), holders of the 2025 Notes may require the Company to repurchase all or a portion of their 2025 Notes at a price equal to 100% of the principal amount of the 2025 Notes being repurchased, plus any accrued and unpaid interest.

As of January 31, 2023, the effective interest rate on the 2025 Notes was 0.43%. As of January 31, 2022 and 2021, prior to the adoption of ASU 2020-06, the effective interest rate on the liability component of the 2025 Notes was 4.10%. The following table sets forth total interest expense recognized related to the 2025 Notes:


	Year Ended January 31,
	2023		2022		2021
	(dollars in millions)
Contractual interest expense	$	1	$	1	$	1
Amortization of debt issuance costs	3		2		2
Amortization of debt discount(1)	—		36		34
Total	$	4	$	39	$	37

(1) Not applicable subsequent to the adoption of ASU 2020-06.

The net carrying amount of the 2025 Notes consisted of the following:


	As of January 31, 2023		As of January 31, 2022
	(dollars in millions)
Liability component:
Principal	$	1,060	$	1,060
Less: unamortized debt issuance costs and debt discount(1)	(8)		(149)
Net carrying amount	$	1,052	$	911

Equity component:(1)
2025 Notes	$	—	$	221
Less: issuance costs	—		(4)
Carrying amount of the equity component(2)	$	—	$	217

2025 Capped Calls

In connection with the pricing of the 2025 Notes, the Company entered into capped call transactions with respect to its Class A common stock. The 2025 Capped Calls are purchased call options that give the Company the option to purchase approximately 6 million shares, subject to anti-dilution adjustments substantially identical to those in the 2025 Notes, of its Class A common stock for approximately $188.71 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2025 Notes, exercisable upon conversion of the 2025 Notes. The 2025 Capped Calls have initial cap prices of $255.88 per share (subject to adjustment) and will expire in 2025, if not exercised earlier. The 2025 Capped Calls are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2025 Notes under certain circumstances. The 2025 Capped Calls are separate transactions and are not part of the terms of the 2025 Notes. The 2025 Capped Calls meet the criteria for classification as equity and, as such, are not remeasured each reporting period.

2026 Convertible Senior Notes

The 2026 Notes are senior, unsecured obligations of the Company, and bear interest at a fixed rate of 0.375% per year. Interest is payable in cash semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2020. The 2026 Notes mature on June 15, 2026 unless earlier redeemed, repurchased or converted.

The terms of the 2026 Notes are governed by an Indenture by and between the Company and Wilmington Trust, National Association, as Trustee (the "2026 Indenture"). Upon conversion, the 2026 Notes may be settled in cash, shares of Class A common stock or a combination of cash and shares of Class A common stock, at the Company’s election.

The 2026 Notes are convertible at an initial conversion rate of 4.1912 shares of Class A common stock per $1,000 principal amount of the 2026 Notes, which is equal to an initial conversion price of approximately $238.60 per share of Class A common stock, subject to adjustment under certain circumstances in accordance with the terms of the 2026 Indenture. Prior to the close of business on the business day immediately preceding March 15, 2026, holders of the 2026 Notes may convert all or a portion of their 2026 Notes only in multiples of $1,000 principal amount, under the following circumstances:

•during any fiscal quarter commencing after the fiscal quarter ending on October 31, 2020 (and only during such fiscal quarter), if the last reported sale price of the Company's Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price of the 2026 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 2026 Notes for each trading day of that five consecutive trading day period was less than 98% of the product of the last reported sale price of the Company's Class A common stock and the conversion rate on such trading day;

•if the Company calls the notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

•upon the occurrence of specified corporate events, as described in the 2026 Indenture.

On or after March 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their 2026 Notes regardless of the foregoing circumstances. During the three months ended January 31, 2023, the conditions allowing holders of the 2026 Notes to convert during the three months ending April 30, 2023 were not met, and as a result, the 2026 Notes were classified as noncurrent liabilities as of January 31, 2023.

The Company may redeem for cash all or any portion of the 2026 Notes, at its option, on or after June 20, 2023, if the last reported sale price of the Company’s Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on and including the trading day preceding the date on which the Company provides notice of redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

Holders of the 2026 Notes who convert their 2026 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the 2026 Indenture) or in connection with the Company’s issuance of a redemption notice 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 2026 Indenture), holders of the 2026 Notes may require the Company to repurchase all or a portion of their 2026 Notes at a price equal to 100% of the principal amount of the 2026 Notes being repurchased, plus any accrued and unpaid interest.

As of January 31, 2023, the effective interest rate on the 2026 Notes was 0.60%. As of January 31, 2022 and 2021, prior to the adoption of ASU 2020-06, the effective interest rate on the liability component of the 2026 Notes was 5.75%. The following table sets forth total interest expense recognized related to the 2026 Notes:


	Year Ended January 31,
		2023		2022		2021
		(dollars in millions)

Contractual interest expense		$	4	$	4	$	3
Amortization of debt issuance costs		3		1		1
Amortization of debt discount(1)		—		46		27
Total		$	7	$	51	$	31

(1) Not applicable subsequent to the adoption of ASU 2020-06.

The net carrying amount of the 2026 Notes consisted of the following:


	As of January 31, 2023		As of January 31, 2022
	(dollars in millions)
Liability component:
Principal	$	1,150	$	1,150
Less: unamortized debt issuance costs and debt discount(1)	(9)		(245)
Net carrying amount	$	1,141	$	905

Equity component:(1)
2026 Notes	$	—	$	310
Less: issuance costs	—		(4)
Carrying amount of the equity component(2)	$	—	$	306

2026 Capped Calls

In connection with the pricing of the 2026 Notes, the Company entered into capped call transactions with respect to its Class A common stock. The 2026 Capped Calls are purchased call options that give the Company the option to purchase approximately 5 million shares, subject to anti-dilution adjustments substantially identical to those in the 2026 Notes, of its Class A common stock for approximately $238.60 per share (subject to adjustment), corresponding to the approximate initial conversion price of the 2026 Notes, exercisable upon conversion of the 2026 Notes. The 2026 Capped Calls have initial cap prices of $360.14 per share (subject to adjustment) and will expire in 2026, if not exercised earlier. The 2026 Capped Calls are intended to offset potential dilution to the Company’s Class A common stock and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount upon any conversion of the 2026 Notes under certain circumstances. The 2026 Capped Calls are separate transactions and are not part of the terms of the 2026 Notes. The 2026 Capped Calls meet the criteria for classification as equity and, as such, are not remeasured each reporting period.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Leases

12 Months Ended

Jan. 31, 2023

Leases [Abstract]

Leases

LeasesThe Company has entered into various non-cancelable office space operating leases with original lease periods expiring between 2023 and 2029. These leases do not contain material variable rent payments, residual value guarantees, financial covenants or other restrictions. The Company's corporate headquarters lease in San Francisco has a 10 year term, which expires in October 2028. The Company is entitled to two five-year options to extend this lease, subject to certain requirements.

Operating lease costs were as follows:


	Year Ended January 31,
	2023		2022		2021
	(dollars in millions)
Operating lease costs(1)	$	40	$	38	$	33

(1) Amounts are presented exclusive of sublease income and include short-term leases, which are immaterial.

The weighted-average remaining term of operating leases was 5.1 years and 5.9 years as of January 31, 2023 and January 31, 2022, respectively, and the weighted-average discount rate used to measure the present value of the operating lease liabilities was 5.3% and 5.5% as of January 31, 2023 and January 31, 2022, respectively.

Maturities of operating lease liabilities, which do not include short-term leases, were as follows:


	As of January 31, 2023
Fiscal Year Ending January 31:	(dollars in millions)
2024	$	43
2025	42
2026	32
2027	31
2028	31
Thereafter	24
Total lease payments	203
Less imputed interest	(26)
Less tenant improvement allowances not yet incurred	(2)
Total operating lease liabilities	$	175

Cash payments made related to operating lease liabilities were $44 million and $40 million in fiscal 2023 and 2022, respectively.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Jan. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Letters of Credit In conjunction with the execution of certain office space operating leases, letters of credit in the aggregate amount of $6 million and $9 million were issued and outstanding as of January 31, 2023 and January 31, 2022, respectively. No draws have been made under such letters of credit. Noncurrent restricted cash of $6 million associated with these letters of credit is included in Other assets on the consolidated balance sheets as of January 31, 2023 and January 31, 2022. Legal Matters From time to time in the normal course of business, the Company may be subject to various legal matters such as threatened or pending claims or proceedings. On May 20, 2022, a purported shareholder filed a putative class action lawsuit in the United States District Court for the Northern District of California against the Company and certain of its executive officers, captioned In re Okta, Inc. Securities Litigation, No. 3:22-cv-02990. The lawsuit asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, alleging that the defendants made false or misleading statements or omissions concerning the Company’s cybersecurity controls, vulnerability to data breaches, and the Company’s integration of Auth0. The lawsuit seeks an order certifying the lawsuit as a class action and unspecified damages. Additionally, two purported shareholders filed derivative lawsuits on behalf of the Company in the United States District Court for the Northern District of California against certain of its current and former executive officers and directors, captioned O’Dell v. McKinnon et al., No. 3:22-cv-07480 (filed Nov. 28, 2022), and LR Trust v. McKinnon et al., No. 3:22-cv-08627 (filed Dec. 13, 2022). The lawsuits allege, among other things, that the defendants breached their fiduciary duties by making false or misleading statements or omissions concerning the Company’s cybersecurity controls, vulnerability to data breaches, and the Company’s integration of Auth0. The lawsuits seek orders permitting the plaintiffs to maintain this action derivatively on behalf of the Company, awarding unspecified damages allegedly sustained by the Company, awarding restitution from the individual defendants, and requiring the Company to make certain reforms to its corporate governance and controls. The Company intends to defend these lawsuits vigorously. At this time, the Company is unable to predict the outcome or estimate the amount of loss or range of losses that could potentially result from these lawsuits. Warranties and Indemnification The Company’s subscription services are generally warranted to perform materially in accordance with the Company’s online help documentation under normal use and circumstances. Additionally, the Company’s arrangements generally include provisions for indemnifying customers against liabilities if its subscription services infringe a third party’s intellectual property rights. Furthermore, the Company may also incur liabilities if it breaches the security or confidentiality obligations in its arrangements. To date, the Company has not incurred significant costs and has not accrued any material liabilities in the accompanying consolidated financial statements as a result of these obligations. The Company has entered into service-level agreements with a majority of its customers defining levels of uptime reliability and performance and permitting certain customers to receive credits for paid amounts related to subscription services when the Company fails to meet the defined levels of uptime. In very limited instances, the Company allows customers to early terminate their agreements in the event that the Company fails to meet those levels as they may constitute a breach of contract. If the customer did terminate, they would receive a refund of prepaid unused subscription fees. To date, the Company has not experienced any significant failures to meet defined levels of uptime reliability and performance as a result of those agreements and, as a result, the Company has not incurred significant costs and has not accrued any material liabilities in the accompanying consolidated financial statements as a result of these warranties. Agreements with customers and other third parties may include indemnification or other provisions under which the Company agrees to indemnify or otherwise be liable to them for losses suffered or incurred as a result of claims of intellectual property infringement, damages caused by us to property or persons, or other liabilities relating to or arising from the use of the Company’s platform or other acts or omissions. The Company cannot reasonably estimate potential payment obligations as a result of indemnification claims because it cannot predict when and under what circumstances they may be incurred. As a result, no material liabilities have been recognized in the accompanying consolidated financial statements related to these indemnification obligations.

Common Stock and Stockholders' Equity

12 Months Ended

Jan. 31, 2023

Equity [Abstract]

Common Stock and Stockholders' Equity

Common Stock

Holders of Class A and Class B common stock are entitled to one vote per share and 10 votes per share, respectively, and the shares of Class A common stock and Class B common stock are identical, except for voting and conversion rights. Shares of Class B common stock may be converted into Class A common stock at any time at the option of the stockholder on a one-for-one basis, and are automatically converted into Class A common stock upon sale or transfer, subject to certain limited exceptions. Shares of Class A common stock are not convertible.

As of January 31, 2023, shares of common stock reserved for future issuance were as follows:


			As of January 31, 2023

			(shares in thousands)
Options and unvested RSUs outstanding			15,728
Available for future stock option and RSU grants			25,228
Available for ESPP			6,831
			47,787

Awards Issued as Charitable ContributionsDuring fiscal 2023, 2022 and 2021, the Company issued 41,250, 30,000 and 42,500 shares, respectively, of Class A common stock as charitable contributions and recognized $4 million, $7 million and $9 million, respectively, as general and administrative expense in the consolidated statements of operations.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Employee Incentive Plans

12 Months Ended

Jan. 31, 2023

Share-Based Payment Arrangement [Abstract]

Employee Incentive Plans

Equity Incentive Plans

The Company has two equity incentive plans: the 2009 Stock Plan (“2009 Plan”) and the 2017 Equity Incentive Plan (“2017 Plan”). All shares that remain available for future grants are under the 2017 Plan. As of January 31, 2023, options to purchase 1,758,264 shares of Class A common stock and 4,594,675 shares of Class B common stock remained outstanding.

The Company’s equity incentive plans provide for granting stock options, RSUs, restricted stock awards to employees, consultants, officers and directors and RSUs with market-based vesting conditions to certain executives. In addition, the Company offers an ESPP to eligible employees.

Stock-based compensation expense by award type was as follows:


	Year Ended January 31,
		2023		2022		2021
		(dollars in millions)
Stock options		$	82	$	132	$	21
RSUs		464		335		164
ESPP		19		15		10
Restricted stock awards		112		84		—

Total		$	677	$	566	$	195

Stock-based compensation expense was recorded in the following cost and expense categories in the consolidated statements of operations:


	Year Ended January 31,
	2023		2022		2021
	(dollars in millions)
Cost of revenue:
Subscription	$	69	$	49	$	21
Professional services and other	14		12		9
Research and development	275		193		63
Sales and marketing	159		136		53
General and administrative	160		176		49
Total	$	677	$	566	$	195

Stock Options

Options issued under the Plan generally are exercisable for periods not to exceed ten years and generally vest over four years with 25% vesting after one year and with the remainder vesting monthly thereafter in equal installments. Shares offered under the Plan may be: (i) authorized but unissued shares or (ii) treasury shares.

A summary of stock option activity and related information was as follows:


	Number of Options (in thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
















Outstanding as of January 31, 2022	7,984	$	39.59	5.2	$	1,314

Exercised	(1,416)	11.92
Expired	(26)	189.80
Forfeited	(189)	80.67
Outstanding as of January 31, 2023	6,353	$	43.92	4.3	$	331
As of January 31, 2023
Vested and expected to vest	6,353	$	43.92	4.3	$	331
Vested and exercisable	5,729	$	29.75	3.9	$	323

No options were granted during fiscal 2023. The weighted-average grant-date fair value of options granted was $211.58 and $63.32 during fiscal 2022 and 2021, respectively. The total grant-date fair value of stock options vested was $104 million, $314 million and $20 million during fiscal 2023, 2022 and 2021, respectively. The intrinsic value of the options exercised, which represents the difference between the fair market value of the Company’s common stock on the date of exercise and the exercise price of each option, was $108 million, $545 million and $772 million during fiscal 2023, 2022 and 2021, respectively.

As of January 31, 2023 and January 31, 2022, there was a total of $90 million and $210 million, respectively, of unrecognized stock-based compensation expense related to options, which is being recognized over a weighted-average period of 1.8 years.

The Company used the Black-Scholes option pricing model to estimate the fair value of stock options granted with the following assumptions:


	Year Ended January 31,
	2023		2022		2021
Expected volatility	—	%	46	%	45	%
Expected term (in years)	0.0		6.3		6.3
Risk-free interest rate	—	%	1.03%		0.37% - 0.44%
Expected dividend yield	—		—		—

Restricted Stock Units

A summary of RSU activity (inclusive of market-based RSUs) and related information was as follows:


	Number of RSUs (in thousands)	Weighted- Average Grant Date Fair Value Per Share
Outstanding as of January 31, 2022	6,226	$	207.26
Granted	7,194	111.84
Vested	(2,556)	180.81
Forfeited	(1,489)	191.40
Outstanding as of January 31, 2023	9,375	$	143.77

The Company granted 7,194,187 RSUs with an aggregate fair value of $805 million during fiscal 2023. As of January 31, 2023 and 2022, there was a total of $1,200 million and $1,152 million, respectively, of unrecognized stock-based compensation expense related to unvested RSUs, which is being recognized over a weighted-average period of 3.0 years, based on vesting under the award service conditions. The total fair value of RSUs vested during fiscal 2023, 2022 and 2021 was $229 million, $531 million and $410 million, respectively.

Market-based Restricted Stock Units

In March 2022, the Company granted market-based RSUs to certain members of management. The target number of market-based RSUs granted was 58,150. One-third of these market-based RSUs vest over each of a one-, two- and three-year performance period, each starting on February 1, 2022. The number of shares that can be earned ranges from 0% to 200% of the target number of shares based on the relative performance of the per share price of the Company’s common stock as compared to the Nasdaq Composite Index over the respective performance periods and subject to continuous employment through the vesting dates. The $244.73 grant date fair value per target market-based RSU was determined using a Monte Carlo simulation approach. Compensation expense for awards with market conditions is recognized over the service period using the accelerated attribution method and is not reversed if the market condition is not met.

Restricted Stock Awards Issued in Connection with Business Combinations

In fiscal 2022, the Company entered into revesting agreements with the founders of the acquired businesses pursuant to which 1,269,008 restricted shares of Okta’s Class A common stock with a weighted-average fair value per share of $268.98 issued as of the respective closing dates will vest over 3 years.

In connection with the business combinations, as of January 31, 2023, there was $141 million of unrecognized stock-based compensation expense related to unvested restricted shares, which is being recognized over a weighted-average period of 1.3 years based on vesting under the award service conditions.

Employee Stock Purchase Plan

The ESPP provides for 12-month offering periods beginning June 21 and December 21 of each year, and each offering period consists of up to two six-month purchase periods. The ESPP contains a reset provision under which the offering period resets if the fair market value of the Company’s common stock on the purchase date is less than the fair market value on the offering date.

The Company estimated the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions:


	Year Ended January 31,
	2023	2022	2021
Expected volatility	63% - 90%	44% - 48%	48% - 54%
Expected term (in years)	0.5 - 1.0	0.5 - 1.0	0.5 - 1.0
Risk-free interest rate	2.46% - 4.67%	0.06% - 0.29%	0.09% - 0.18%
Expected dividend yield	—	—	—

During fiscal 2023, the Company's employees purchased 491,965 shares of its Class A common stock under the ESPP. The shares were purchased at a weighted-average purchase price of $63.97 per share, with proceeds of $31 million. During fiscal 2022, the Company's employees purchased 185,707 shares of its Class A common stock under the ESPP. The shares were purchased at a weighted-average purchase price of $191.54 per share, with proceeds of $36 million.

As of January 31, 2023 and January 31, 2022, there was $26 million and $17 million, respectively, of unrecognized stock-based compensation expense related to the ESPP which is being recognized over a weighted-average vesting period of 0.7 years.

Employee Defined Contribution Plan

The Company has a qualified defined contribution plan under Section 401(k) of the Internal Revenue Code covering eligible employees. A portion of employee contributions are matched up to a fixed maximum dollar amount per year per employee. The Company began matching contributions in fiscal 2023. Matching contributions to the plan were $21 million during fiscal 2023.

Income Taxes

12 Months Ended

Jan. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

The domestic and foreign components of pre-tax loss for fiscal 2023, 2022 and 2021 were as follows:


	Year Ended January 31,
	2023		2022		2021
	(dollars in millions)
Domestic	$	(834)	$	(904)	$	(282)
Foreign	33		54		16
Loss before provision for (benefit from) income taxes	$	(801)	$	(850)	$	(266)

The components of the provision for (benefit from) income taxes for fiscal 2023, 2022 and 2021 were as follows:


	Year Ended January 31,
	2023		2022		2021
	(dollars in millions)
Current:
Federal	$	—	$	—	$	—
State	2		—		—
Foreign	5		4		1
Total current provision for income taxes	7		4		1
Deferred:
Federal	—		(8)		—
State	—		(1)		—
Foreign	7		3		(1)
Total deferred provision for (benefit from) income taxes	7		(6)		(1)
Total provision for (benefit from) income taxes	$	14	$	(2)	$	—

For fiscal 2023, the income tax expense resulted primarily from income tax expense related to profitable foreign jurisdictions, the tax impact of shortfalls from stock-based compensation in the United Kingdom, and state taxes. For fiscal 2022, the income tax benefit resulted from the release of valuation allowance in the United States in connection with acquisitions and excess tax benefits from stock-based compensation in the United Kingdom, offset by income tax expense related to profitable foreign jurisdictions. For fiscal 2021, the income tax expense from profitable jurisdictions was partially offset by excess tax benefits from stock-based compensation in the United Kingdom.

The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for fiscal 2023, 2022 and 2021:


	Year Ended January 31,
	2023		2022		2021
Tax at federal statutory rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal benefit	3.6		3.9		4.1
Change in valuation allowance	(9.9)		(36.1)		(101.0)
Stock-based compensation	(12.3)		8.4		70.2
Research and development credits	2.6		3.6		6.4
Non-deductible expenses	(5.4)		—		—
Other, net	(1.2)		(0.6)		(0.8)
Effective tax rate	(1.6)	%	0.2	%	(0.1)	%

The Tax Cuts and Jobs Act enacted on December 22, 2017 amended Internal Revenue Code Section 174 to require that specific research and experimental (“R&E”) expenditures be capitalized and amortized over five years (U.S. R&E) or fifteen years (non-U.S. R&E) beginning in fiscal 2023. The capitalization of R&E expenditures resulted in a deferred tax asset of $189 million. Additionally, the effective tax rate was impacted by (5.4)% due to

certain tax deductions being disavowed, which further resulted in the utilization of federal and state tax attributes to offset this impact.

The tax effects of temporary differences and related deferred tax assets and liabilities as of January 31, 2023 and 2022 were as follows:


	As of January 31,
	2023		2022
	(dollars in millions)
Deferred tax assets:
Net operating loss carryforwards	$	817	$	955
Capitalized research expenditures	189		—
Stock-based compensation	52		48

Operating lease liabilities	43		50
Other reserves and accruals	31		40
Research and development and other credits	113		92

Total deferred tax assets	1,245		1,185
Valuation allowance	(1,078)		(904)
Total deferred tax assets, net	167		281
Deferred tax liabilities:
Convertible debt	—		(91)
Deferred commissions	(77)		(68)
Other deferred tax liabilities	(5)		(3)

Operating lease right-of-use assets	(31)		(37)
Depreciation and amortization	(56)		(78)
Total deferred tax liabilities	(169)		(277)
Net deferred tax assets (liabilities)	$	(2)	$	4

As a result of continuing losses, the Company has determined that it is not more likely than not that it will realize the benefits of the U.S. deferred tax assets and, therefore, the Company has recorded a valuation allowance to reduce the carrying value of the U.S. deferred tax assets, net of U.S. deferred tax liabilities. The U.S. valuation allowance increased by $174 million and $349 million during fiscal 2023 and 2022, respectively.

As of January 31, 2023, the Company had approximately $3,208 million of federal and $2,108 million of state net operating loss carryforwards available to offset future taxable income. If not utilized, the federal and state net operating loss carryforwards will begin to expire in 2029 and 2023, respectively. As of January 31, 2023, the Company had approximately $46 million of UK net operating losses which do not expire.

As of January 31, 2023, the Company had federal research and development tax credit carryforwards of $98 million and California research and development tax credit carryforwards of $65 million. The federal research and development credits will start to expire in 2030 while the California research and development credits do not expire.

The Company’s ability to utilize the net operating loss and tax credit carryforwards in the future may be subject to substantial restrictions in the event of future ownership changes as defined in Section 382 of the Internal Revenue Code and similar state tax laws.

Accounting guidance for income taxes requires a deferred tax liability to be established for the U.S. tax impact of undistributed earnings of foreign subsidiaries unless it can be shown that these earnings will be permanently reinvested outside the U.S. If the Company repatriated its accumulated foreign earnings, any deferred income taxes for the estimated U.S. income tax, foreign income tax, and applicable withholding taxes on earnings of subsidiaries is insignificant.

A reconciliation of beginning and ending amount of unrecognized tax benefit was as follows:


	Year Ended January 31,
	2023		2022		2021
	(dollars in millions)
Gross amount of unrecognized tax benefits as of the beginning of the year	$	37	$	22	$	16
Additions based on tax positions related to a prior year	1		5		—
Additions based on tax positions related to current year	7		10		7
Reductions based on tax positions taken in a prior year	(2)		—		(1)
Gross amount of unrecognized tax benefits as of the end of the year	$	43	$	37	$	22

The Company is subject to taxation in the U.S. and various other state and foreign jurisdictions. As the Company has net operating loss carryforwards for the U.S. federal and state jurisdictions, the statute of limitations is open for all years. For material foreign jurisdictions, the tax years open to examination include the tax years 2017 and forward.

As of January 31, 2023 and 2022, the Company has an immaterial amount of unrecognized tax benefits that if recognized would impact the effective tax rate. As of January 31, 2021, the Company had no unrecognized tax benefits that if recognized would impact the effective tax rate. The Company's policy is to include interest and penalties related to unrecognized tax benefits within the provision for income taxes. As of January 31, 2023, 2022 and 2021, the Company has not accrued a material amount in interest and penalties related to unrecognized tax benefits. The Company does not have any significant uncertain tax positions as of January 31, 2023 for which it is reasonably possible that the positions will increase or decrease within the next twelve months.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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+ Details

Net Loss Per Share

12 Months Ended

Jan. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss Per Share The Company computes net loss per share of common stock in conformity with the two-class method required for participating securities. The following table presents the calculation of basic and diluted net loss per share:


	Year Ended January 31,
	2023				2022				2021
	Class A		Class B		Class A		Class B		Class A		Class B
	(dollars in millions, shares in thousands, except per share data)
Numerator:
Net loss	$	(778)	$	(37)	$	(806)	$	(42)	$	(249)	$	(17)
Denominator:
Weighted-average shares outstanding, basic and diluted	150,891		7,132		140,684		7,352		118,882		8,330
Net loss per share, basic and diluted	$	(5.16)	$	(5.16)	$	(5.73)	$	(5.73)	$	(2.09)	$	(2.09)

As the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential common shares outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:


	Year Ended January 31,
	2023	2022	2021
	(shares in thousands)
Issued and outstanding stock options	6,353	7,984	8,250
Unvested RSUs issued and outstanding	9,317	6,226	4,452
Unvested market-based RSUs issued and outstanding	116	—	—
Unvested restricted stock awards issued and outstanding	627	1,269	—


Shares committed under the ESPP	921	253	137
Shares related to the 2023 Notes	—	356	832
Shares subject to warrants related to the issuance of the 2023 Notes	1,048	1,048	1,048
Shares related to the 2025 Notes	5,617	5,617	5,617
Shares related to the 2026 Notes	4,820	4,820	4,820


	28,819	27,573	25,156

The Company uses the if-converted method for calculating any potential dilutive effect of the conversion options embedded in the Notes on diluted net income per share, if applicable. The conversion options of the 2023 Notes, 2025 Notes and 2026 Notes are dilutive in periods of net income on a weighted-average basis using an assumed conversion date equal to the later of the beginning of the reporting period and the date of issuance of the respective Notes. The exercise rights of the Warrants will have a dilutive impact on net income per share of common stock under the treasury-stock method when the average market price per share of the Company’s Class A common stock for a given period exceeds the conversion price of $68.06 per share.

Restructuring and Other Charges

12 Months Ended

Jan. 31, 2023

Restructuring and Related Activities [Abstract]

Restructuring and Other Charges

During the third quarter of fiscal 2023, the Company announced a real estate optimization plan which provided for closing duplicative sites and decommissioning underutilized offices and floors. As a result, the Company recognized non-cash lease impairment charges. The non-cash lease impairment charges represent the amount that the carrying value of the asset groups exceeded their estimated fair values. The asset groups primarily include operating lease right-of-use assets, leasehold improvements, and related property and equipment. To estimate the fair value of the asset group, the Company utilized a discounted cash flow approach using market participant assumptions of the expected cash flows and discount rate.

During the fourth quarter of fiscal 2023, the Company approved a restructuring plan (the “Restructuring Plan”) intended to reduce operating expenses and improve profitability. The Restructuring Plan involves a reduction of the Company’s workforce by approximately 300 full-time employees.

The Restructuring Plan is expected to be substantially complete by the first quarter of fiscal 2024. Aggregate restructuring costs associated with the Restructuring Plan are estimated to be approximately $15 million. The charges that the Company expects to incur throughout the completion of its Restructuring Plan are subject to a number of assumptions, including local law requirements in various jurisdictions, and the actual remaining expenses may differ from the original estimates.

The following table summarizes the Company’s restructuring and other charges during the period:


	Year Ended January 31,
	2023
	(dollars in millions)
Severance and termination benefit costs	$	15
Lease impairment charges	14
Total	$	29

The following table summarizes the Company’s restructuring liability that is included in accrued expenses and other current liabilities on the consolidated balance sheet:


	Severance and termination benefit costs
	(dollars in millions)
Balance as of January 31, 2022	$	—
Restructuring charges	15
Cash payments	—
Balance as of January 31, 2023	$	15

Geographical Information

12 Months Ended

Jan. 31, 2023

Segment Reporting [Abstract]

Geographical Information

Revenue by location is determined by the billing address of the customer. The following table sets forth revenue by geographic area:


	Year Ended January 31,
	2023		2022		2021
	(dollars in millions)
United States	$	1,456	$	1,036	$	702
International	402		264		133
Total	$	1,858	$	1,300	$	835

Other than the United States, no individual country exceeded 10% of total revenue for fiscal 2023, 2022 and 2021.

Property and equipment by geographic location is based on the location of the legal entity that owns the asset. As of January 31, 2023 and 2022, substantially all of the Company’s property and equipment was located in the United States.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

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+ Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Jan. 31, 2023

Accounting Policies [Abstract]

Basis of Presentation

The accompanying consolidated financial statements, which include the accounts of the Company and its wholly owned subsidiaries, have been prepared in conformity with accounting principles generally accepted in the United States of America.

Principles of Consolidation

All intercompany balances and transactions have been eliminated in consolidation. The Company conducts business globally and is managed, operated and organized by major functional departments that operate on a consolidated basis. As result, the Company operates in one reportable segment.

Fiscal Period

The Company’s fiscal year ends on January 31. References to fiscal 2023, for example, refer to the fiscal year ended January 31, 2023.

Reclassifications

Certain reclassifications of components of prior period operating cash flows have been made in the consolidated statements of cash flows to conform to the current period presentation. These reclassifications had no impact on the aggregate cash flow classifications as previously reported.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates are based on historical experience and on other assumptions that management believes are reasonable under the circumstances. Actual results could vary from those estimates. The Company’s most significant estimates include the valuation of deferred income tax assets, uncertain tax positions, assets and liabilities acquired in business combinations, and loss contingencies related to litigation.

Foreign Currency

The functional currencies of the Company’s foreign subsidiaries are the respective local currencies. Translation adjustments arising from the use of differing exchange rates from period to period are included in accumulated other comprehensive income (loss) within the consolidated statements of stockholders’ equity. Foreign currency transaction gains and losses are included in interest and other, net in the consolidated statements of operations and were not material in fiscal 2023, 2022 or 2021. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period.

Revenue Recognition, Deferred Revenue, Remaining Performance Obligations and Cost of Revenue

Revenue recognition is determined 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, the performance obligations are satisfied.

The Company recognizes revenue net of any applicable value added or sales tax.

Subscription Revenue

Professional Services Revenue

Contracts with Multiple Performance Obligations

Deferred revenue consists primarily of payments received and accounts receivable recorded in advance of revenue recognition under the Company’s subscription and support services and professional services arrangements. The Company primarily invoices its customers for its subscription services arrangements annually in advance. The Company’s payment terms generally provide that customers pay the invoiced portion of the total arrangement fee within 30 days of the invoice date. Amounts anticipated to be recognized within one year of the balance sheet date are recorded as deferred revenue, current; the remaining portion is recorded as deferred revenue, noncurrent in the consolidated balance sheets.Costs of revenue primarily consist of costs related to providing the Company’s cloud-based platform to its customers, including third-party hosting fees, amortization of capitalized internal-use software and finite-lived purchased developed technology, customer support, other employee-related expenses for security, technical operations and professional services staff, and allocated overhead costs.

Deferred Commissions

Research and Development

Research and development expense incurred in the normal course of business is expensed as incurred.

Software Development Costs

Advertising Expenses

Advertising costs are expensed as incurred.

Restructuring and Other Charges

Actual results may differ from the Company's estimates and assumptions. Restructuring liabilities are classified in accrued expenses and other current liabilities in the consolidated balance sheets.

Stock-Based Compensation

Income Taxes

Cash, Cash Equivalents and Restricted Cash

Short-Term Investments

Strategic Investments

Accounts Receivable and Allowances

Property and Equipment

The useful lives of property and equipment are as follows:


			Useful lives
Computers and equipment			3 years
Furniture and fixtures			7 years
Leasehold improvements			Shorter of estimated useful life or remaining lease term

Business Combinations

Goodwill and Other Long-Lived Assets

Operating Leases and Incremental Borrowing Rate

Loss Contingencies

Concentrations of Risk

Net Loss per Share

Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. Under the two-class method, basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period without consideration for potentially dilutive securities as they do not share in losses. The diluted net loss per share attributable to common stockholders is computed giving effect to all potential dilutive common stock equivalents outstanding for the period. For purposes of this calculation, options to purchase common stock, unvested RSUs, unvested common stock and restricted stock issued in connection with certain business combinations, convertible senior notes and warrants are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is antidilutive. The rights of the holders of the Company's Class A and Class B common stock are identical, except with respect to voting and conversion rights.

Recently Adopted Accounting Pronouncements

ASU No. 2020-06

ASU No. 2021-08

ASU No. 2021-04

Fair Value Measurement

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

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

active markets.

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

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

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Jan. 31, 2023

Accounting Policies [Abstract]

Schedule of Property Plant and Equipment Estimated Useful Life

The useful lives of property and equipment are as follows:


			Useful lives
Computers and equipment			3 years
Furniture and fixtures			7 years
Leasehold improvements			Shorter of estimated useful life or remaining lease term

Property and equipment consisted of the following:


	As of January 31,
	2023		2022
	(dollars in millions)
Computers and equipment	$	—	$	1
Furniture and fixtures	19		17
Leasehold improvements	88		82
Property and equipment, gross	107		100
Less accumulated depreciation	(48)		(35)
Property and equipment, net	$	59	$	65

Schedule of Impact of New Accounting Pronouncements

The adoption of the new guidance resulted in the following changes to the Company’s consolidated balance sheet as of February 1, 2022:


	Balance at January 31, 2022		Adjustments from Adoption of ASU 2020-06		Balance at February 1, 2022
	(dollars in millions)
Liabilities
Convertible senior notes, net	$	16	$	1	$	17
Convertible senior notes, net, noncurrent	1,816		372		2,188
Other liabilities, noncurrent	31		(1)		30
Stockholders’ equity
Additional paid-in capital	7,750		(528)		7,222
Accumulated deficit	(1,816)		156		(1,660)

Cash Equivalents and Investments (Tables)

12 Months Ended

Jan. 31, 2023

Investments, Debt and Equity Securities [Abstract]

Schedule of Amortized Costs, Unrealized Gains and Losses and Estimated Fair Value of Cash Equivalents and Short-term Investments

The following tables present the amortized cost, unrealized gain (loss) and estimated fair value of cash equivalents and short-term investments:


	As of January 31, 2023
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
	(dollars in millions)
Cash equivalents:
Money market funds	$	133	$	—	$	—	$	133



Total cash equivalents	133		—		—		133
Short-term investments:


U.S. treasury securities	2,207		—		(22)		2,185
Corporate debt securities	133		—		(2)		131
Total short-term investments	2,340		—		(24)		2,316
Total	$	2,473	$	—	$	(24)	$	2,449


	As of January 31, 2022
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value
	(dollars in millions)
Cash equivalents:
Money market funds	$	152	$	—	$	—	$	152

Total cash equivalents	152		—		—		152
Short-term investments:


U.S. treasury securities	1,922		—		(9)		1,913
Corporate debt securities	331		—		(2)		329
Total short-term investments	2,253		—		(11)		2,242
Total	$	2,405	$	—	$	(11)	$	2,394

Schedule of Contractual Maturities of Short-term Investments

The following table presents the contractual maturities of the Company's short-term investments:


	As of January 31, 2023
	Amortized Cost		Estimated Fair Value
	(dollars in millions)
Due within one year	$	2,097	$	2,076
Due between one to five years	243		240
Total	$	2,340	$	2,316

Schedule of Unrealized Loss Position and Fair Value of Debt Securities


	Less Than 12 Months				More Than 12 Months				Total
	Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses		Estimated Fair Value		Unrealized Losses
	(dollars in millions)
U.S. treasury securities	$	1,204	$	(9)	$	846	$	(13)	$	2,050	$	(22)
Corporate debt securities	13		—		114		(2)		127		(2)
Total	$	1,217	$	(9)	$	960	$	(15)	$	2,177	$	(24)

Fair Value Measurements (Tables)

12 Months Ended

Jan. 31, 2023

Fair Value Disclosures [Abstract]

Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present information about financial assets that were measured at fair value on a recurring basis using the above input categories:


	As of January 31, 2023
	Level 1		Level 2		Level 3		Total
	(dollars in millions)
Assets:
Cash equivalents:
Money market funds	$	133	$	—	$	—	$	133



Total cash equivalents	133		—		—		133
Short-term investments:


U.S. treasury securities	—		2,185		—		2,185
Corporate debt securities	—		131		—		131
Total short-term investments	—		2,316		—		2,316
Total cash equivalents and short-term investments	$	133	$	2,316	$	—	$	2,449


	As of January 31, 2022
	Level 1		Level 2		Level 3		Total
	(dollars in millions)
Assets:
Cash equivalents:
Money market funds	$	152	$	—	$	—	$	152

Total cash equivalents	152		—		—		152
Short-term investments:


U.S. treasury securities	—		1,913		—		1,913
Corporate debt securities	—		329		—		329
Total short-term investments	—		2,242		—		2,242
Total cash equivalents and short-term investments	$	152	$	2,242	$	—	$	2,394

Schedule of Carrying Amounts and Estimated Fair Values of Convertible Note

The following table presents the principal amounts and estimated fair values of financial instruments that are not recorded at fair value on the consolidated balance sheets:


	As of January 31, 2023
	Principal Amount		Estimated Fair Value
	(dollars in millions)
2025 convertible senior notes	$	1,060	$	933
2026 convertible senior notes	$	1,150	$	981

Goodwill and Intangible Assets, net (Tables)

12 Months Ended

Jan. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets, net

Intangible assets consisted of the following:


	As of January 31, 2023
	Gross		Accumulated Amortization		Net
	(dollars in millions)
Capitalized internal-use software costs	$	48	$	(28)	$	20
Purchased developed technology	220		(93)		127
Customer relationships	141		(62)		79
Trade name	21		(7)		14
Software licenses	1		—		1
	$	431	$	(190)	$	241


	As of January 31, 2022
	Gross		Accumulated Amortization		Net
	(dollars in millions)
Capitalized internal-use software costs	$	36	$	(24)	$	12
Purchased developed technology	220		(48)		172
Customer relationships	141		(26)		115
Trade name	21		(3)		18

	$	418	$	(101)	$	317

The weighted-average remaining useful lives of the Company’s acquired intangible assets are as follows:

Weighted-Average Remaining Useful Life

As of January 31,

2023

2022

Purchased developed technology

3.0 years

4.0 years

Customer relationships

3.4 years

4.0 years

Trade name

3.3 years

4.3 years

Schedule of Estimated Remaining Amortization Expense for Intangible Assets

As of January 31, 2023, estimated remaining amortization expense for the intangible assets by fiscal year was as follows:



	Remaining Amortization
	(dollars in millions)
2024	$	84
2025	72
2026	63
2027	20
2028	2
Thereafter	—
Total	$	241

Amortization expense of intangible assets was $93 million, $69 million and $11 million in fiscal 2023, 2022 and 2021, respectively.

Balance Sheet Components (Tables)

12 Months Ended

Jan. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Property and Equipment, net

The useful lives of property and equipment are as follows:


			Useful lives
Computers and equipment			3 years
Furniture and fixtures			7 years
Leasehold improvements			Shorter of estimated useful life or remaining lease term

Property and equipment consisted of the following:


	As of January 31,
	2023		2022
	(dollars in millions)
Computers and equipment	$	—	$	1
Furniture and fixtures	19		17
Leasehold improvements	88		82
Property and equipment, gross	107		100
Less accumulated depreciation	(48)		(35)
Property and equipment, net	$	59	$	65

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	As of January 31,
	2023		2022
	(dollars in millions)

Accrued expenses	$	67	$	48

Accrued taxes payable	5		7
Operating lease liabilities	32		27
Other	8		8
Accrued expenses and other current liabilities	$	112	$	90

Schedule of Other Liabilities, noncurrent

Other liabilities, noncurrent consisted of the following:


	As of January 31,
	2023		2022
	(dollars in millions)


Deferred tax liabilities	$	12	$	9
Other	11		22
Other liabilities, noncurrent	$	23	$	31

Convertible Senior Notes, Net (Tables)

12 Months Ended

Jan. 31, 2023

Debt Disclosure [Abstract]

Schedule of Convertible Debt

The net carrying amount of the 2023 Notes consisted of the following:


	As of January 31, 2023		As of January 31, 2022
	(dollars in millions)
Liability component:
Principal	$	—	$	17
Less: unamortized debt issuance costs and debt discount(1)	—		(1)
Net carrying amount	$	—	$	16

Equity component:(1)
2023 Notes	$	—	$	4
Less: issuance costs	—		—
Carrying amount of the equity component(2)	$	—	$	4

The net carrying amount of the 2025 Notes consisted of the following:


	As of January 31, 2023		As of January 31, 2022
	(dollars in millions)
Liability component:
Principal	$	1,060	$	1,060
Less: unamortized debt issuance costs and debt discount(1)	(8)		(149)
Net carrying amount	$	1,052	$	911

Equity component:(1)
2025 Notes	$	—	$	221
Less: issuance costs	—		(4)
Carrying amount of the equity component(2)	$	—	$	217

The net carrying amount of the 2026 Notes consisted of the following:


	As of January 31, 2023		As of January 31, 2022
	(dollars in millions)
Liability component:
Principal	$	1,150	$	1,150
Less: unamortized debt issuance costs and debt discount(1)	(9)		(245)
Net carrying amount	$	1,141	$	905

Equity component:(1)
2026 Notes	$	—	$	310
Less: issuance costs	—		(4)
Carrying amount of the equity component(2)	$	—	$	306

Schedule of Interest Expense

The following table sets forth total interest expense recognized related to the 2025 Notes:


	Year Ended January 31,
	2023		2022		2021
	(dollars in millions)
Contractual interest expense	$	1	$	1	$	1
Amortization of debt issuance costs	3		2		2
Amortization of debt discount(1)	—		36		34
Total	$	4	$	39	$	37

(1) Not applicable subsequent to the adoption of ASU 2020-06.The following table sets forth total interest expense recognized related to the 2026 Notes:


	Year Ended January 31,
		2023		2022		2021
		(dollars in millions)

Contractual interest expense		$	4	$	4	$	3
Amortization of debt issuance costs		3		1		1
Amortization of debt discount(1)		—		46		27
Total		$	7	$	51	$	31

(1) Not applicable subsequent to the adoption of ASU 2020-06.

Leases (Tables)

12 Months Ended

Jan. 31, 2023

Leases [Abstract]

Schedule of Operating Lease Costs

Operating lease costs were as follows:


	Year Ended January 31,
	2023		2022		2021
	(dollars in millions)
Operating lease costs(1)	$	40	$	38	$	33

(1) Amounts are presented exclusive of sublease income and include short-term leases, which are immaterial.

Schedule of Maturities of Operating Leases

Maturities of operating lease liabilities, which do not include short-term leases, were as follows:


	As of January 31, 2023
Fiscal Year Ending January 31:	(dollars in millions)
2024	$	43
2025	42
2026	32
2027	31
2028	31
Thereafter	24
Total lease payments	203
Less imputed interest	(26)
Less tenant improvement allowances not yet incurred	(2)
Total operating lease liabilities	$	175

Common Stock and Stockholders' Equity (Tables)

12 Months Ended

Jan. 31, 2023

Equity [Abstract]

Schedule of Common Stock Reserved for Future Issuance

As of January 31, 2023, shares of common stock reserved for future issuance were as follows:


			As of January 31, 2023

			(shares in thousands)
Options and unvested RSUs outstanding			15,728
Available for future stock option and RSU grants			25,228
Available for ESPP			6,831
			47,787

Employee Incentive Plans (Tables)

12 Months Ended

Jan. 31, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Stock-based Compensation Expense by Award Type

Stock-based compensation expense by award type was as follows:


	Year Ended January 31,
		2023		2022		2021
		(dollars in millions)
Stock options		$	82	$	132	$	21
RSUs		464		335		164
ESPP		19		15		10
Restricted stock awards		112		84		—

Total		$	677	$	566	$	195

Schedule of Stock-based Compensation Expense by Statement of Operations Location

Stock-based compensation expense was recorded in the following cost and expense categories in the consolidated statements of operations:


	Year Ended January 31,
	2023		2022		2021
	(dollars in millions)
Cost of revenue:
Subscription	$	69	$	49	$	21
Professional services and other	14		12		9
Research and development	275		193		63
Sales and marketing	159		136		53
General and administrative	160		176		49
Total	$	677	$	566	$	195

Schedule of Stock Option Activity

A summary of stock option activity and related information was as follows:


	Number of Options (in thousands)	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in millions)
















Outstanding as of January 31, 2022	7,984	$	39.59	5.2	$	1,314

Exercised	(1,416)	11.92
Expired	(26)	189.80
Forfeited	(189)	80.67
Outstanding as of January 31, 2023	6,353	$	43.92	4.3	$	331
As of January 31, 2023
Vested and expected to vest	6,353	$	43.92	4.3	$	331
Vested and exercisable	5,729	$	29.75	3.9	$	323

Schedule of Black-Scholes Option Pricing Model Estimated Fair Value Assumptions

The Company used the Black-Scholes option pricing model to estimate the fair value of stock options granted with the following assumptions:


	Year Ended January 31,
	2023		2022		2021
Expected volatility	—	%	46	%	45	%
Expected term (in years)	0.0		6.3		6.3
Risk-free interest rate	—	%	1.03%		0.37% - 0.44%
Expected dividend yield	—		—		—

Schedule of Nonvested Restricted Stock Units Activity

A summary of RSU activity (inclusive of market-based RSUs) and related information was as follows:


	Number of RSUs (in thousands)	Weighted- Average Grant Date Fair Value Per Share
Outstanding as of January 31, 2022	6,226	$	207.26
Granted	7,194	111.84
Vested	(2,556)	180.81
Forfeited	(1,489)	191.40
Outstanding as of January 31, 2023	9,375	$	143.77

Schedule of ESPP Black-Scholes Option Pricing Model Estimated Fair Value Assumptions

The Company estimated the fair value of ESPP purchase rights using a Black-Scholes option pricing model with the following assumptions:


	Year Ended January 31,
	2023	2022	2021
Expected volatility	63% - 90%	44% - 48%	48% - 54%
Expected term (in years)	0.5 - 1.0	0.5 - 1.0	0.5 - 1.0
Risk-free interest rate	2.46% - 4.67%	0.06% - 0.29%	0.09% - 0.18%
Expected dividend yield	—	—	—

Income Taxes (Tables)

12 Months Ended

Jan. 31, 2023

Income Tax Disclosure [Abstract]

Schedule of Domestic and Foreign Components of Pre-tax Loss

The domestic and foreign components of pre-tax loss for fiscal 2023, 2022 and 2021 were as follows:


	Year Ended January 31,
	2023		2022		2021
	(dollars in millions)
Domestic	$	(834)	$	(904)	$	(282)
Foreign	33		54		16
Loss before provision for (benefit from) income taxes	$	(801)	$	(850)	$	(266)

Schedule of Components of Provision for (Benefit from) Income Taxes

The components of the provision for (benefit from) income taxes for fiscal 2023, 2022 and 2021 were as follows:


	Year Ended January 31,
	2023		2022		2021
	(dollars in millions)
Current:
Federal	$	—	$	—	$	—
State	2		—		—
Foreign	5		4		1
Total current provision for income taxes	7		4		1
Deferred:
Federal	—		(8)		—
State	—		(1)		—
Foreign	7		3		(1)
Total deferred provision for (benefit from) income taxes	7		(6)		(1)
Total provision for (benefit from) income taxes	$	14	$	(2)	$	—

Schedule of Effective Income Tax Rate Reconciliation

The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for fiscal 2023, 2022 and 2021:


	Year Ended January 31,
	2023		2022		2021
Tax at federal statutory rate	21.0	%	21.0	%	21.0	%
State income taxes, net of federal benefit	3.6		3.9		4.1
Change in valuation allowance	(9.9)		(36.1)		(101.0)
Stock-based compensation	(12.3)		8.4		70.2
Research and development credits	2.6		3.6		6.4
Non-deductible expenses	(5.4)		—		—
Other, net	(1.2)		(0.6)		(0.8)
Effective tax rate	(1.6)	%	0.2	%	(0.1)	%

Schedule of Deferred Tax Assets and Liabilities

The tax effects of temporary differences and related deferred tax assets and liabilities as of January 31, 2023 and 2022 were as follows:


	As of January 31,
	2023		2022
	(dollars in millions)
Deferred tax assets:
Net operating loss carryforwards	$	817	$	955
Capitalized research expenditures	189		—
Stock-based compensation	52		48

Operating lease liabilities	43		50
Other reserves and accruals	31		40
Research and development and other credits	113		92

Total deferred tax assets	1,245		1,185
Valuation allowance	(1,078)		(904)
Total deferred tax assets, net	167		281
Deferred tax liabilities:
Convertible debt	—		(91)
Deferred commissions	(77)		(68)
Other deferred tax liabilities	(5)		(3)

Operating lease right-of-use assets	(31)		(37)
Depreciation and amortization	(56)		(78)
Total deferred tax liabilities	(169)		(277)
Net deferred tax assets (liabilities)	$	(2)	$	4

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of beginning and ending amount of unrecognized tax benefit was as follows:


	Year Ended January 31,
	2023		2022		2021
	(dollars in millions)
Gross amount of unrecognized tax benefits as of the beginning of the year	$	37	$	22	$	16
Additions based on tax positions related to a prior year	1		5		—
Additions based on tax positions related to current year	7		10		7
Reductions based on tax positions taken in a prior year	(2)		—		(1)
Gross amount of unrecognized tax benefits as of the end of the year	$	43	$	37	$	22

Net Loss Per Share (Tables)

12 Months Ended

Jan. 31, 2023

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share:


	Year Ended January 31,
	2023				2022				2021
	Class A		Class B		Class A		Class B		Class A		Class B
	(dollars in millions, shares in thousands, except per share data)
Numerator:
Net loss	$	(778)	$	(37)	$	(806)	$	(42)	$	(249)	$	(17)
Denominator:
Weighted-average shares outstanding, basic and diluted	150,891		7,132		140,684		7,352		118,882		8,330
Net loss per share, basic and diluted	$	(5.16)	$	(5.16)	$	(5.73)	$	(5.73)	$	(2.09)	$	(2.09)

Schedule of Potentially Dilutive Securities Excluded from Computation of Diluted Per Share

Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:


	Year Ended January 31,
	2023	2022	2021
	(shares in thousands)
Issued and outstanding stock options	6,353	7,984	8,250
Unvested RSUs issued and outstanding	9,317	6,226	4,452
Unvested market-based RSUs issued and outstanding	116	—	—
Unvested restricted stock awards issued and outstanding	627	1,269	—


Shares committed under the ESPP	921	253	137
Shares related to the 2023 Notes	—	356	832
Shares subject to warrants related to the issuance of the 2023 Notes	1,048	1,048	1,048
Shares related to the 2025 Notes	5,617	5,617	5,617
Shares related to the 2026 Notes	4,820	4,820	4,820


	28,819	27,573	25,156

Restructuring and Other Charges (Tables)

12 Months Ended

Jan. 31, 2023

Restructuring and Related Activities [Abstract]

Summary of Restructuring and Other Charges

The following table summarizes the Company’s restructuring and other charges during the period:


	Year Ended January 31,
	2023
	(dollars in millions)
Severance and termination benefit costs	$	15
Lease impairment charges	14
Total	$	29

Schedule of Restructuring Reserve

The following table summarizes the Company’s restructuring liability that is included in accrued expenses and other current liabilities on the consolidated balance sheet:


	Severance and termination benefit costs
	(dollars in millions)
Balance as of January 31, 2022	$	—
Restructuring charges	15
Cash payments	—
Balance as of January 31, 2023	$	15

Geographical Information (Tables)

12 Months Ended

Jan. 31, 2023

Segment Reporting [Abstract]

Schedule of Revenue by Geographic Area

The following table sets forth revenue by geographic area:


	Year Ended January 31,
	2023		2022		2021
	(dollars in millions)
United States	$	1,456	$	1,036	$	702
International	402		264		133
Total	$	1,858	$	1,300	$	835

Overview and Basis of Presentation (Details)	12 Months Ended
Overview and Basis of Presentation (Details)	Jan. 31, 2023 segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of operating segments	1
Number of reportable segments	1

Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Payment terms for deferred revenue	30 days
Commissions capitalized as contract costs	$ 121,000,000	$ 171,000,000
Amortization of contract costs	84,000,000	57,000,000	$ 40,000,000
Advertising expenses	$ 77,000,000	79,000,000	33,000,000
Expected dividend yield	0.00%
Noncurrent portion of restricted cash	$ 7,000,000	8,000,000
Goodwill impairments	0	0	0
Interest expense decrease	$ (11,000,000)	$ (91,000,000)	$ (73,000,000)
Net loss per share, basic, decrease (in dollars per share)	$ 5.16	$ 5.73	$ 2.09
Net loss per share, diluted, decrease (in dollars per share)	$ 5.16	$ 5.73	$ 2.09
RSUs
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Requisite service period	4 years
Capitalized internal-use software costs
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Intangible asset, useful life	3 years
Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Interest expense decrease	$ 85,000,000
Net loss per share, basic, decrease (in dollars per share)	$ 0.54
Net loss per share, diluted, decrease (in dollars per share)	$ 0.54
Minimum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract duration	1 year
Amortization period for capitalized contract costs	2 years
Maximum
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Contract duration	5 years
Amortization period for capitalized contract costs	5 years

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives (Details)	12 Months Ended
	Jan. 31, 2023
Computers and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	3 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, useful life	7 years

Summary of Significant Accounting Policies - Schedule of New Accounting Pronouncements (Details) - USD ($) $ in Millions	Jan. 31, 2023	Jan. 31, 2022
Liabilities
Convertible senior notes, net	$ 0	$ 16
Convertible senior notes, net, noncurrent	2,193	1,816
Other liabilities, noncurrent	23	31
Stockholders’ equity:
Additional paid-in capital	7,974	7,750
Accumulated deficit	$ (2,475)	(1,816)
Adjustment
Liabilities
Convertible senior notes, net		1
Convertible senior notes, net, noncurrent		372
Other liabilities, noncurrent		(1)
Stockholders’ equity:
Additional paid-in capital		(528)
Accumulated deficit		156
Adjusted balance
Liabilities
Convertible senior notes, net		17
Convertible senior notes, net, noncurrent		2,188
Other liabilities, noncurrent		30
Stockholders’ equity:
Additional paid-in capital		7,222
Accumulated deficit		$ (1,660)

Business Combinations (Details) - USD ($) shares in Millions, $ in Millions			12 Months Ended
	Aug. 02, 2021	May 03, 2021	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Business Acquisition [Line Items]
Issuance of common stock and value of equity awards assumed in connection with business combination			$ 0	$ 5,409	$ 0
Goodwill			$ 5,400	$ 5,401
Purchased developed technology
Business Acquisition [Line Items]
Weighted average useful life			3 years	4 years
Auth0
Business Acquisition [Line Items]
Aggregate consideration		$ 5,671
Equity consideration (in shares)		19
Cash consideration		$ 257
Cash consideration held back		$ 4
Equity consideration held back (in shares)		1
Equity consideration held back		$ 295
Acquisition related costs				$ 29
Goodwill		5,290
Auth0 \| Common Stock
Business Acquisition [Line Items]
Issuance of common stock and value of equity awards assumed in connection with business combination		5,176
Auth0 \| Stock options
Business Acquisition [Line Items]
Issuance of common stock and value of equity awards assumed in connection with business combination		$ 238
atSpoke
Business Acquisition [Line Items]
Aggregate consideration	$ 79
Cash consideration held back	13
Acquisition related costs				$ 1
Goodwill	$ 62
Cash consideration hold back period	18 months
atSpoke \| Purchased developed technology
Business Acquisition [Line Items]
Identifiable intangible assets acquired	$ 18
Weighted average useful life	3 years

Cash Equivalents and Investments - Schedule of Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Millions	Jan. 31, 2023	Jan. 31, 2022
Cash and Cash Equivalents [Line Items]
Amortized Cost	$ 2,473	$ 2,405
Unrealized Gain	0	0
Unrealized Loss	(24)	(11)
Estimated Fair Value	2,449	2,394
Cash and cash equivalents
Cash and Cash Equivalents [Line Items]
Amortized Cost	133	152
Unrealized Gain	0	0
Unrealized Loss	0	0
Estimated Fair Value	133	152
Cash and cash equivalents \| Money market funds
Cash and Cash Equivalents [Line Items]
Amortized Cost	133	152
Unrealized Gain	0	0
Unrealized Loss	0	0
Estimated Fair Value	133	152
Short-term Investments
Cash and Cash Equivalents [Line Items]
Amortized Cost	2,340	2,253
Unrealized Gain	0	0
Unrealized Loss	(24)	(11)
Estimated Fair Value	2,316	2,242
Short-term Investments \| U.S. treasury securities
Cash and Cash Equivalents [Line Items]
Amortized Cost	2,207	1,922
Unrealized Gain	0	0
Unrealized Loss	(22)	(9)
Estimated Fair Value	2,185	1,913
Short-term Investments \| Corporate debt securities
Cash and Cash Equivalents [Line Items]
Amortized Cost	133	331
Unrealized Gain	0	0
Unrealized Loss	(2)	(2)
Estimated Fair Value	$ 131	$ 329

Cash Equivalents and Investments - Schedule of Contractual Maturities of Short-term Investments (Details) - USD ($) $ in Millions	Jan. 31, 2023	Jan. 31, 2022
Amortized Cost
Amortized Cost	$ 2,473	$ 2,405
Estimated Fair Value
Total	2,449	2,394
Short-term Investments
Amortized Cost
Due within one year	2,097
Due between one to five years	243
Amortized Cost	2,340	2,253
Estimated Fair Value
Due within one year	2,076
Due between one to five years	240
Total	$ 2,316	$ 2,242

Cash Equivalents and Investments - Narrative (Details)	12 Months Ended
Cash Equivalents and Investments - Narrative (Details)	Jan. 31, 2023 USD ($) investment	Jan. 31, 2022 USD ($) investment
Investments, Debt and Equity Securities [Abstract]
Interest receivable	$ 10,000,000	$ 6,000,000
Number of short-term investments in unrealized loss positions \| investment	159	193
Other-than-temporary impairment short term investment	$ 0	$ 0
Strategic investments without a readily determinable fair value	$ 25,000,000	$ 15,000,000

Cash Equivalents and Investments - Schedule of Unrealized Loss Position and Fair Value of Debt Securities (Details) $ in Millions	Jan. 31, 2023 USD ($)
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items]
Estimated fair value, less than 12 months	$ 1,217
Estimated fair value, more than 12 months	960
Estimated fair value	2,177
Unrealized losses, less than 12 months	(9)
Unrealized losses, more than 12 months	(15)
Unrealized losses	(24)
U.S. treasury securities
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items]
Estimated fair value, less than 12 months	1,204
Estimated fair value, more than 12 months	846
Estimated fair value	2,050
Unrealized losses, less than 12 months	(9)
Unrealized losses, more than 12 months	(13)
Unrealized losses	(22)
Corporate debt securities
Debt Securities, Available-for-sale, Unrealized Loss Position [Line Items]
Estimated fair value, less than 12 months	13
Estimated fair value, more than 12 months	114
Estimated fair value	127
Unrealized losses, less than 12 months	0
Unrealized losses, more than 12 months	(2)
Unrealized losses	$ (2)

Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value (Details) - Recurring - USD ($) $ in Millions	Jan. 31, 2023	Jan. 31, 2022
Assets:
Total cash equivalents	$ 133	$ 152
Total short-term investments	2,316	2,242
Total cash equivalents and short-term investments	2,449	2,394
Level 1
Assets:
Total cash equivalents	133	152
Total short-term investments	0	0
Total cash equivalents and short-term investments	133	152
Level 2
Assets:
Total cash equivalents	0	0
Total short-term investments	2,316	2,242
Total cash equivalents and short-term investments	2,316	2,242
Level 3
Assets:
Total cash equivalents	0	0
Total short-term investments	0	0
Total cash equivalents and short-term investments	0	0
U.S. treasury securities
Assets:
Total short-term investments	2,185	1,913
U.S. treasury securities \| Level 1
Assets:
Total short-term investments	0	0
U.S. treasury securities \| Level 2
Assets:
Total short-term investments	2,185	1,913
U.S. treasury securities \| Level 3
Assets:
Total short-term investments	0	0
Corporate debt securities
Assets:
Total short-term investments	131	329
Corporate debt securities \| Level 1
Assets:
Total short-term investments	0	0
Corporate debt securities \| Level 2
Assets:
Total short-term investments	131	329
Corporate debt securities \| Level 3
Assets:
Total short-term investments	0	0
Money market funds
Assets:
Total cash equivalents	133	152
Money market funds \| Level 1
Assets:
Total cash equivalents	133	152
Money market funds \| Level 2
Assets:
Total cash equivalents	0	0
Money market funds \| Level 3
Assets:
Total cash equivalents	$ 0	$ 0

Fair Value Measurements - Schedule of Carrying Amounts and Estimated Fair Values of Convertible Note (Details) - Senior Notes $ in Millions	Jan. 31, 2023 USD ($)
Net Carrying Amount \| 2025 Notes
Debt Instrument [Line Items]
Convertible senior notes value	$ 1,060
Net Carrying Amount \| 2026 Notes
Debt Instrument [Line Items]
Convertible senior notes value	1,150
Estimated Fair Value \| 2025 Notes
Debt Instrument [Line Items]
Convertible senior notes value	933
Estimated Fair Value \| 2026 Notes
Debt Instrument [Line Items]
Convertible senior notes value	$ 981

Goodwill and Intangible Assets, net - Narrative (Details) - USD ($)	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021	Aug. 02, 2021	May 03, 2021
Goodwill [Line Items]
Goodwill	$ 5,400,000,000	$ 5,401,000,000
Goodwill impairments	0	0	$ 0
Amortization expense	$ 93,000,000	$ 69,000,000	$ 11,000,000
Auth0
Goodwill [Line Items]
Goodwill					$ 5,290,000,000
atSpoke
Goodwill [Line Items]
Goodwill				$ 62,000,000

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Goodwill and Intangible Assets, net - Schedule of Intangible Assets (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross	$ 431	$ 418
Accumulated Amortization	(190)	(101)
Total	241	317
Capitalized internal-use software costs
Finite-Lived Intangible Assets [Line Items]
Gross	48	36
Accumulated Amortization	(28)	(24)
Total	20	12
Purchased developed technology
Finite-Lived Intangible Assets [Line Items]
Gross	220	220
Accumulated Amortization	(93)	(48)
Total	$ 127	$ 172
Weighted average useful life	3 years	4 years
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross	$ 141	$ 141
Accumulated Amortization	(62)	(26)
Total	$ 79	$ 115
Weighted average useful life	3 years 4 months 24 days	4 years
Trade name
Finite-Lived Intangible Assets [Line Items]
Gross	$ 21	$ 21
Accumulated Amortization	(7)	(3)
Total	$ 14	$ 18
Weighted average useful life	3 years 3 months 18 days	4 years 3 months 18 days
Software licenses
Finite-Lived Intangible Assets [Line Items]
Gross	$ 1
Accumulated Amortization	0
Total	$ 1

Goodwill and Intangible Assets, net - Remaining Amortization Expense (Details) - USD ($) $ in Millions	Jan. 31, 2023	Jan. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 84
2025	72
2026	63
2027	20
2028	2
Thereafter	0
Total	$ 241	$ 317

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 107	$ 100
Less accumulated depreciation	(48)	(35)
Property and equipment, net	59	65
Depreciation expense	12	12	$ 9
Computers and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	0	1
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	19	17
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 88	$ 82

Balance Sheet Components - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions	Jan. 31, 2023	Jan. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued expenses	$ 67	$ 48
Accrued taxes payable	5	7
Operating lease liabilities	32	27
Other	8	8
Accrued expenses and other current liabilities	$ 112	$ 90
Operating lease liability, current, statement of financial position	Accrued expenses and other current liabilities	Accrued expenses and other current liabilities

Balance Sheet Components - Schedule of Other Liabilities, Noncurrent (Details) - USD ($) $ in Millions	Jan. 31, 2023	Jan. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Deferred tax liabilities	$ 12	$ 9
Other	11	22
Other liabilities, noncurrent	$ 23	$ 31

Deferred Revenue and Performance Obligations (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue from remaining performance obligations	$ 3,007
Subscription
Revenue from Contract with Customer [Abstract]
Revenue recognized that was included in the contract liability balance	952	$ 495
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue recognized that was included in the contract liability balance	952	495
Professional services and other
Revenue from Contract with Customer [Abstract]
Revenue recognized that was included in the contract liability balance	14	7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue recognized that was included in the contract liability balance	14	$ 7
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-02-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue from remaining performance obligations	$ 1,684
Remaining performance obligation, percentage	56.00%
Performance obligations expected to be satisfied, expected timing	12 months

Convertible Senior Notes, Net - Narrative (Details) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Jan. 31, 2023 USD ($) tradingDay $ / shares shares	Jan. 31, 2022 shares	Jan. 31, 2021 shares	Mar. 01, 2020	Feb. 28, 2018
Debt Instrument [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	28,819	27,573	25,156
Convertible debt securities
Debt Instrument [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	356	832
2023 Notes
Debt Instrument [Line Items]
Number of shares available for purchase	100
Limitation on sale of common stock, sale price threshold, number of trading days \| tradingDay	80
Per share value, shares issuable under warrants granted (in dollars per share) \| $ / shares	$ 68.06
Number of warrants outstanding (in shares)	1,000
2025 Notes
Debt Instrument [Line Items]
Initial cap price (in dollars per share) \| $ / shares	$ 255.88
2025 Notes \| Convertible debt securities
Debt Instrument [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	6,000
2026 Notes
Debt Instrument [Line Items]
Redemption price percentage	130.00%
Initial cap price (in dollars per share) \| $ / shares	$ 360.14
2026 Notes \| Convertible debt securities
Debt Instrument [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	5,000
Senior Notes \| 2023 Notes
Debt Instrument [Line Items]
Fixed interest rate					0.25%
Initial conversion rate of common stock	0.0206795
Conversion price (in dollars per share) \| $ / shares	$ 48.36
Debt conversion, original debt amount \| $	$ 17
Effective interest rate	0.85%	5.68%	5.68%
Hedge exercised, underlying debt instrument amount \| $	$ 12
Senior Notes \| 2025 Notes
Debt Instrument [Line Items]
Fixed interest rate				0.125%
Initial conversion rate of common stock	0.0052991
Conversion price (in dollars per share) \| $ / shares	$ 188.71
Effective interest rate	0.43%	4.10%	4.10%
Limit within threshold of consecutive trading days \| tradingDay	20
Limitation on sale of common stock, sale price threshold, trading period \| tradingDay	30
Sales price as a percentage of conversion price	130.00%
Number of consecutive business days \| tradingDay	5
Percentage of closing sale price in excess of convertible notes	98.00%
Redemption price percentage	100.00%
Senior Notes \| 2026 Notes
Debt Instrument [Line Items]
Fixed interest rate	0.375%
Initial conversion rate of common stock	0.0041912
Conversion price (in dollars per share) \| $ / shares	$ 238.60
Effective interest rate	0.60%	5.75%	5.75%
Limit within threshold of consecutive trading days \| tradingDay	20
Limitation on sale of common stock, sale price threshold, trading period \| tradingDay	30
Sales price as a percentage of conversion price	130.00%
Number of consecutive business days \| tradingDay	5
Percentage of closing sale price in excess of convertible notes	98.00%
Redemption price percentage	100.00%
Class A Common Stock \| Senior Notes \| 2023 Notes
Debt Instrument [Line Items]
Shares issued to settle debt	400
Hedge exercised, number of shares received	100

Convertible Senior Notes, Net - Schedule of Interest Expense (Details) - Senior Notes - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
2025 Notes
Debt Instrument [Line Items]
Contractual interest expense	$ 1	$ 1	$ 1
Amortization of debt issuance costs	3	2	2
Amortization of debt discount		36	34
Interest Expense, Debt, Total	4	39	37
2026 Notes
Debt Instrument [Line Items]
Contractual interest expense	4	4	3
Amortization of debt issuance costs	3	1	1
Amortization of debt discount		46	27
Interest Expense, Debt, Total	$ 7	$ 51	$ 31

Convertible Senior Notes, Net - Schedule of Convertible Debt (Details) - Senior Notes - USD ($) $ in Millions	Jan. 31, 2023	Jan. 31, 2022
2023 Notes
Liability component:
Principal	$ 0	$ 17
Less: unamortized debt issuance costs and debt discount	0	(1)
Net carrying amount	0	16
2025 Notes
Liability component:
Principal	1,060	1,060
Less: unamortized debt issuance costs and debt discount	(8)	(149)
Net carrying amount	1,052	911
2026 Notes
Liability component:
Principal	1,150	1,150
Less: unamortized debt issuance costs and debt discount	(9)	(245)
Net carrying amount	$ 1,141	905
Additional Paid-in Capital \| 2023 Notes
Equity component:
Notes		4
Less: issuance costs		0
Carrying amount of the equity component		4
Additional Paid-in Capital \| 2025 Notes
Equity component:
Notes		221
Less: issuance costs		(4)
Carrying amount of the equity component		217
Additional Paid-in Capital \| 2026 Notes
Equity component:
Notes		310
Less: issuance costs		(4)
Carrying amount of the equity component		$ 306

Leases - Narrative (Details) $ in Millions	12 Months Ended
Leases - Narrative (Details) $ in Millions	Jan. 31, 2023 USD ($) renewalOption	Jan. 31, 2022 USD ($)
Other Commitments [Line Items]
Number of renewal options \| renewalOption	2
Operating lease renewal term	5 years
Weighted average remaining lease term	5 years 1 month 6 days	5 years 10 months 24 days
Weighted average discount rate	5.30%	5.50%
Operating lease payments \| $	$ 44	$ 40
San Francisco - Ten Year Lease
Other Commitments [Line Items]
Operating lease term	10 years

Leases - Schedule of Operating Lease Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Leases [Abstract]
Operating lease costs	$ 40	$ 38	$ 33

Leases - Schedule of Maturities of Operating Leases (Details) $ in Millions	Jan. 31, 2023 USD ($)
Leases [Abstract]
2024	$ 43
2025	42
2026	32
2027	31
2028	31
Thereafter	24
Total lease payments	203
Less imputed interest	(26)
Less tenant improvement allowances not yet incurred	(2)
Operating lease liability	$ 175

Commitments and Contingencies (Details)	1 Months Ended
Commitments and Contingencies (Details)	Dec. 13, 2022 plaintiff	Jan. 31, 2023 USD ($)	Jan. 31, 2022 USD ($)
Other Commitments [Line Items]
Noncurrent portion of restricted cash		$ 7,000,000	$ 8,000,000
Derivative Lawsuit
Other Commitments [Line Items]
Number of plaintiffs \| plaintiff	2
Letter of Credit
Other Commitments [Line Items]
Letters of credit issued and outstanding		6,000,000	9,000,000
Draws on letters of credit		0
Noncurrent portion of restricted cash		$ 6,000,000	$ 6,000,000

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Common Stock and Stockholders' Equity - Narrative (Details) $ in Millions	12 Months Ended
	Jan. 31, 2023 USD ($) vote shares	Jan. 31, 2022 USD ($) shares	Jan. 31, 2021 USD ($) shares
Class of Stock [Line Items]
Non-cash charitable contributions \| $	$ 4	$ 7	$ 9
Class A Common Stock
Class of Stock [Line Items]
Number of votes per share \| vote	1
Number of shares issued upon conversion	1
Class A Common Stock \| Contribution of nonmonetary assets to charitable organization
Class of Stock [Line Items]
Issuance of common stock pursuant to charitable donation (in shares) \| shares	41,250	30,000	42,500
Non-cash charitable contributions \| $	$ 4	$ 7	$ 9
Class B Common Stock
Class of Stock [Line Items]
Number of votes per share \| vote	10

Common Stock and Stockholders' Equity - Schedule of Common Stock Reserved for Future Issuance (Details) shares in Thousands	Jan. 31, 2023 shares
Class of Stock [Line Items]
Common stock reserved for future issuance and options and unvested RSUs outstanding (in shares)	47,787
Options and unvested RSUs outstanding
Class of Stock [Line Items]
Options and unvested RSUs outstanding (in shares)	15,728
Common stock, reserved for future issuance (in shares)	25,228
ESPP
Class of Stock [Line Items]
Common stock, reserved for future issuance (in shares)	6,831

Employee Incentive Plans - Narrative (Details) $ / shares in Units, $ in Millions	1 Months Ended	12 Months Ended
	Mar. 31, 2022 $ / shares shares	Jan. 31, 2023 USD ($) numberOfIncentivePlan offering_period $ / shares shares	Jan. 31, 2022 USD ($) $ / shares shares	Jan. 31, 2021 USD ($) $ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity incentive plans \| numberOfIncentivePlan		2
Options to purchase common stock outstanding (in shares) \| shares		6,353,000	7,984,000
Number of options, granted (in shares) \| shares		0
Weighted average grant date fair value of options granted (in dollars per share) \| $ / shares			$ 211.58	$ 63.32
Grant date fair value of vested stock options		$ 104	$ 314	$ 20
Intrinsic value of options exercised		108	545	772
Unrecognized stock-based compensation expense		90	210
Issuance of common stock under employee stock purchase plan, net of cancellations		31	$ 36	26
Defined contribution plan, employer contribution amount		$ 21
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period (years)		10 years
Vesting period		4 years
Weighted average stock-based compensation recognition period		1 year 9 months 18 days	1 year 9 months 18 days
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average stock-based compensation recognition period		3 years
Granted during period (in shares) \| shares		7,194,187
Shares issued fair value		$ 805
Unrecognized compensation costs related to unvested restricted stock units		1,200	$ 1,152
Fair value of units vested		$ 229	531	$ 410
Granted during period (in dollars per share) \| $ / shares		$ 111.84
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted average stock-based compensation recognition period		8 months 12 days
Unrecognized compensation costs related to unvested restricted stock units		$ 26	$ 17
ESPP offering period		12 months
Number of offering periods \| offering_period		2
ESPP length of purchase period		6 months
Number of shares issued under ESPP \| shares		491,965	185,707
Weighted average price, shares issued under ESPP (in dollars per share) \| $ / shares		$ 63.97	$ 191.54
Market-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period	3 years
Granted during period (in shares) \| shares	58,150
Granted during period (in dollars per share) \| $ / shares	$ 244.73
Unvested restricted stock awards issued and outstanding \| Auth0 and atSpoke
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years
Weighted average stock-based compensation recognition period		1 year 3 months 18 days
Granted during period (in shares) \| shares		1,269,008
Unrecognized compensation costs related to unvested restricted stock units		$ 141
Granted during period (in dollars per share) \| $ / shares		$ 268.98
Minimum \| Market-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Earn rate, percent of shares granted	0.00%
Maximum \| Market-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Earn rate, percent of shares granted	200.00%
2017 Equity Incentive Plan \| Class A Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options to purchase common stock outstanding (in shares) \| shares		1,758,264
2017 Equity Incentive Plan \| Class B Common Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options to purchase common stock outstanding (in shares) \| shares		4,594,675
Vesting tranche one \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		1 year
Vesting percentage earned by employees after each completed year of service		25.00%
Vesting tranche one \| Market-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage earned by employees after each completed year of service	33.00%
Vesting tranche one \| Market-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage earned by employees after each completed year of service	33.00%
Vesting tranche one \| Market-Based RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage earned by employees after each completed year of service	33.00%

Employee Incentive Plans - Schedule of Stock-based Compensation Expense by Award Type (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 677	$ 566	$ 195
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	82	132	21
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	464	335	164
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	19	15	10
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 112	$ 84	$ 0

Employee Incentive Plans - Schedule of Stock-based Compensation Expense by Statement of Operations Location (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 677	$ 566	$ 195
Subscription
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	69	49	21
Professional services and other
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	14	12	9
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	275	193	63
Sales and marketing
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	159	136	53
General and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 160	$ 176	$ 49

Employee Incentive Plans - Schedule of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Number of Options (in thousands)
Number of options, outstanding beginning of period (in shares)	7,984
Number of options, exercised (in shares)	(1,416)
Number of options, expired (in shares)	(26)
Number of options, forfeited (in shares)	(189)
Number of options, outstanding end of period (in shares)	6,353	7,984
Vested and expected to vest, number of options (in shares)	6,353
Vested and exercisable, number of options (in shares)	5,729
Weighted- Average Exercise Price
Options outstanding, weighted average exercise price beginning of period (in dollars per share)	$ 39.59
Options exercised, weighted average exercise price (in dollars per share)	11.92
Options expired, weighted average exercise price (in dollars per share)	189.80
Options forfeited, weighted average exercise price (in dollars per share)	80.67
Options outstanding, weighted average exercise price end of period (in dollars per share)	43.92	$ 39.59
Vested and expected to vest, weighted average exercise price (in dollars per share)	43.92
Vested and exercisable, weighted average exercise price (in dollars per share)	$ 29.75
Additional Disclosures
Options outstanding, weighted average remaining contractual term	4 years 3 months 18 days	5 years 2 months 12 days
Vested and expected to vest, weighted average remaining contractual term	4 years 3 months 18 days
Vested and exercisable, weighted average remaining contractual term	3 years 10 months 24 days
Options outstanding, aggregate intrinsic value	$ 331	$ 1,314
Vested and expected to vest, aggregate intrinsic value	331
Vested and exercisable, aggregate intrinsic value	$ 323

Employee Incentive Plans - Schedule of Estimated Fair Value Assumptions (Details)	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum			0.37%
Risk-free interest rate, maximum			0.44%
Expected dividend yield	0.00%
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	0.00%	46.00%	45.00%
Expected term (in years)	0 years	6 years 3 months 18 days	6 years 3 months 18 days
Risk-free interest rate	0.00%	1.03%
Expected dividend yield	0.00%	0.00%	0.00%
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Risk-free interest rate, minimum	2.46%	0.06%	0.09%
Risk-free interest rate, maximum	4.67%	0.29%	0.18%
Expected dividend yield	0.00%	0.00%	0.00%
ESPP \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	63.00%	44.00%	48.00%
Expected term (in years)	6 months	6 months	6 months
ESPP \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	90.00%	48.00%	54.00%
Expected term (in years)	1 year	1 year	1 year

Employee Incentive Plans - Schedule of Restricted Stock Unit Activity (Details) - RSUs	12 Months Ended
	Jan. 31, 2023 $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Outstanding at beginning of period (in shares) \| shares	6,226,000
Granted during period (in shares) \| shares	7,194,187
Vested during period (in shares) \| shares	(2,556,000)
Forfeited during period (in shares) \| shares	(1,489,000)
Outstanding at end of period (in shares) \| shares	9,375,000
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 207.26
Granted during period (in dollars per share) \| $ / shares	111.84
Vested during period (in dollars per share) \| $ / shares	180.81
Forfeited during period (in dollars per share) \| $ / shares	191.40
Outstanding at end of period (in dollars per share) \| $ / shares	$ 143.77

Income Taxes - Schedule of Domestic and Foreign Components of Pre-tax Loss (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Income Tax Disclosure [Abstract]
Domestic	$ (834)	$ (904)	$ (282)
Foreign	33	54	16
Loss before provision for (benefit from) income taxes	$ (801)	$ (850)	$ (266)

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
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-Paragraph 32
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Income Taxes - Schedule of Components of Provision for (Benefit from) Income Taxes (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Current:
Federal	$ 0	$ 0	$ 0
State	2	0	0
Foreign	5	4	1
Total current provision for income taxes	7	4	1
Deferred:
Federal	0	(8)	0
State	0	(1)	0
Foreign	7	3	(1)
Total deferred provision for (benefit from) income taxes	7	(6)	(1)
Total provision for (benefit from) income taxes	$ 14	$ (2)	$ 0

Income Taxes - Reconciliation of Effective Income Tax Rate (Details)	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Income Tax Disclosure [Abstract]
Tax at federal statutory rate	21.00%	21.00%	21.00%
State income taxes, net of federal benefit	3.60%	3.90%	4.10%
Change in valuation allowance	(9.90%)	(36.10%)	(101.00%)
Stock-based compensation	(12.30%)	8.40%	70.20%
Research and development credits	2.60%	3.60%	6.40%
Non-deductible expenses	(5.40%)	0.00%	0.00%
Other, net	(1.20%)	(0.60%)	(0.80%)
Effective tax rate	(1.60%)	0.20%	(0.10%)

Income Taxes - Narrative (Details) - USD ($)	12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Deferred tax asset, capitalized research expenditures	$ 189,000,000	$ 0
Non-deductible expenses	(5.40%)	0.00%	0.00%
Increase in valuation allowance	$ 174,000,000	$ 349,000,000
Unrecognized tax benefit, impact effective tax rate	0	0	$ 0
Accrued penalties and interest related to unrecognized tax benefits	0	$ 0	$ 0
Unrecorded tax benefit, significant change in unrecognized tax benefits is reasonably possible	0
Domestic Tax Authority
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating loss carryforwards	3,208,000,000
Domestic Tax Authority \| Research Tax Credit Carryforward
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Tax credit carryforward	98,000,000
State and Local Jurisdiction
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating loss carryforwards	2,108,000,000
State and Local Jurisdiction \| Research Tax Credit Carryforward
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Tax credit carryforward	65,000,000
UK
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Operating loss carryforwards	$ 46,000,000

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions	Jan. 31, 2023	Jan. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 817	$ 955
Capitalized research expenditures	189	0
Stock-based compensation	52	48
Operating lease liabilities	43	50
Other reserves and accruals	31	40
Research and development and other credits	113	92
Total deferred tax assets	1,245	1,185
Valuation allowance	(1,078)	(904)
Total deferred tax assets, net	167	281
Deferred tax liabilities:
Convertible debt	0	(91)
Deferred commissions	(77)	(68)
Other deferred tax liabilities	(5)	(3)
Operating lease right-of-use assets	(31)	(37)
Depreciation and amortization	(56)	(78)
Total deferred tax liabilities	(169)	(277)
Net deferred tax liability	$ (2)
Net deferred tax asset		$ 4

Income Taxes - Unrecognized Tax Benefits Rollforward (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Gross amount of unrecognized tax benefits as of the beginning of the year	$ 37	$ 22	$ 16
Additions based on tax positions related to a prior year	1	5	0
Additions based on tax positions related to current year	7	10	7
Reductions based on tax positions taken in a prior year	(2)	0	(1)
Gross amount of unrecognized tax benefits as of the end of the year	$ 43	$ 37	$ 22

Net Loss Per Share - Schedule of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Numerator:
Net loss	$ (815)	$ (848)	$ (266)
Denominator:
Weighted-average shares used to compute net loss per share, basic (in shares)	158,023	148,036	127,212
Weighted-average shares used to compute net loss per share, diluted (in shares)	158,023	148,036	127,212
Net loss per share, basic (in dollars per share)	$ (5.16)	$ (5.73)	$ (2.09)
Net loss per share, diluted (in dollars per share)	$ (5.16)	$ (5.73)	$ (2.09)
Class A Common Stock
Denominator:
Weighted-average shares used to compute net loss per share, basic (in shares)	150,891	140,684	118,882
Weighted-average shares used to compute net loss per share, diluted (in shares)	150,891	140,684	118,882
Net loss per share, basic (in dollars per share)	$ (5.16)	$ (5.73)	$ (2.09)
Net loss per share, diluted (in dollars per share)	$ (5.16)	$ (5.73)	$ (2.09)
Class B Common Stock
Denominator:
Weighted-average shares used to compute net loss per share, basic (in shares)	7,132	7,352	8,330
Weighted-average shares used to compute net loss per share, diluted (in shares)	7,132	7,352	8,330
Net loss per share, basic (in dollars per share)	$ (5.16)	$ (5.73)	$ (2.09)
Net loss per share, diluted (in dollars per share)	$ (5.16)	$ (5.73)	$ (2.09)
Common Stock \| Class A Common Stock
Numerator:
Net loss	$ (778)	$ (806)	$ (249)
Common Stock \| Class B Common Stock
Numerator:
Net loss	$ (37)	$ (42)	$ (17)

Net Loss Per Share - Schedule of Potentially Dilutive Securities Excluded from Computation (Details) - shares shares in Thousands	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	28,819	27,573	25,156
Issued and outstanding stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	6,353	7,984	8,250
Unvested RSUs issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	9,317	6,226	4,452
Unvested market-based RSUs issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	116	0	0
Unvested restricted stock awards issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	627	1,269	0
Shares committed under the ESPP
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	921	253	137
Shares related to the 2023 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	356	832
Shares subject to warrants related to the issuance of the 2023 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,048	1,048	1,048
Shares related to the 2025 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	5,617	5,617	5,617
Shares related to the 2026 Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	4,820	4,820	4,820

Net Loss Per Share - Narrative (Details)	Jan. 31, 2023 $ / shares
2023 Notes
Debt Instrument [Line Items]
Class of warrant or right, conversion price (in dollars per share)	$ 68.06

Restructuring and Other Charges - Narrative (Details) - Restructuring Plan $ in Millions	3 Months Ended
	Jan. 31, 2023 USD ($) employee
Restructuring Cost and Reserve [Line Items]
Restructuring cost, number of positions eliminated \| employee	300
Expected restructuring costs \| $	$ 15

Restructuring and Other Charges - Summary of Restructuring and Other Charges (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Restructuring Cost and Reserve [Line Items]
Lease impairment charges	$ 14	$ 0	$ 3
Total	29	$ 0	$ 0
Restructuring Plan
Restructuring Cost and Reserve [Line Items]
Severance and termination benefit costs	15
Lease impairment charges	14
Total	$ 29

Restructuring and Other Charges - Schedule of Restructuring Reserve (Details) - Restructuring Plan $ in Millions	12 Months Ended
	Jan. 31, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Severance and termination benefit costs	$ 15
Severance and termination benefit costs
Restructuring Reserve [Roll Forward]
Balance as of January 31, 2022	0
Severance and termination benefit costs	15
Cash payments	0
Balance as of January 31, 2023	$ 15

Geographical Information (Details) - USD ($) $ in Millions	12 Months Ended
Geographical Information (Details) - USD ($) $ in Millions	Jan. 31, 2023	Jan. 31, 2022	Jan. 31, 2021
Segment Reporting Information [Line Items]
Total revenue	$ 1,858	$ 1,300	$ 835
United States
Segment Reporting Information [Line Items]
Total revenue	1,456	1,036	702
International
Segment Reporting Information [Line Items]
Total revenue	$ 402	$ 264	$ 133

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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+ Details