FAIR VALUE MEASUREMENTS

12 Months Ended

Jul. 31, 2018

The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value as follows:


•	Level I — Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;


•	Level II — Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and


•	Level III — Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

Cash equivalents and short-term investments

Our money market funds are classified within Level I due to the highly liquid nature of these assets and have unadjusted inputs, quoted prices in active markets for these assets at the measurement date from the financial institution that carries these investment securities. Our investments in available-for-sale debt securities such as commercial paper, corporate bonds and U.S. government securities are classified within Level II. The fair value of these securities is priced by using inputs based on non-binding market consensus prices that are corroborated by observable market data, quoted market prices for similar instruments, or pricing models such as discounted cash flow techniques.

The fair value of our financial assets and liabilities measured on a recurring basis is as follows:



	As of July 31, 2017
	Level I		Level II		Level III		Total
	(in thousands)
Financial Assets:
Cash equivalents:
Money market funds	$	34,784	$	—	$	—	$	34,784
Commercial paper	—		23,041		—		23,041
Short-term investments:
Corporate bonds	—		160,634		—		160,634
Commercial paper	—		36,084		—		36,084
U.S. government securities	—		13,976		—		13,976
Total measured at fair value	$	34,784	$	233,735	$	—	$	268,519
Cash							80,534
Total cash, cash equivalents and short-term investments							$	349,053
Financial Liabilities:
Contingent consideration	$	—	$	—	$	4,295	$	4,295



	As of July 31, 2018
	Level I		Level II		Level III		Total
	(in thousands)
Financial Assets:
Cash equivalents:
Money market funds	$	41,763	$	—	$	—	$	41,763
Commercial paper	—		77,818		—		77,818
U.S. government securities	—		4,985		—		4,985
Short-term investments:
Corporate bonds	—		448,458		—		448,458
Commercial paper	—		120,772		—		120,772
U.S. government securities	—		59,098		—		59,098
Total measured at fair value	41,763		711,131		—		752,894
Cash							181,409
Total cash, cash equivalents and short-term investments							$	934,303
Financial Liabilities:
Contingent consideration	$	—	$	—	$	1,872	$	1,872

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

We report our financial instruments at fair value, with the exception of the 0% Convertible Senior Notes, due in 2023 (the "Notes"). Financial instruments that are not recorded at fair value are measured at fair value on a quarterly basis for disclosure purposes. The carrying values and estimated fair values of financial instruments not recorded at fair value are as follows:



	As of July 31, 2017				As of July 31, 2018
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
	(in thousands)
Convertible senior notes, net	$	—	$	—	$	429,598	$	685,527

The carrying value of the Notes as of July 31, 2018 was net of the unamortized debt discount of $137.7 million and unamortized debt issuance costs of $7.7 million.

The total estimated fair value of the Notes was determined based on the closing trading price per $100 of the Notes as of the last day of trading for the period. We consider the fair value of the Notes to be a Level 2 measurement due to the limited trading activity.

A summary of the changes in the fair value of our contingent consideration, characterized as Level 3 in the fair value hierarchy, is as follows:



	Fiscal Year Ended July 31,
	2017		2018
	(in thousands)
Contingent consideration—beginning balance	$	—	$	4,295
Assumed in a business combination	2,371		—
Change in fair value ⁽¹⁾	1,924		(2,423		)
Contingent consideration—ending balance	$	4,295	$	1,872


(1)	Recognized in the consolidated statements of operations within general and administrative expenses.

We remeasure the fair value of our Level 3 contingent consideration liability using a Monte Carlo simulation on projected future payments. The fair value is determined by calculating the net present value of the expected payments using significant inputs that are not observable in the market, including the probability of achieving the milestone, estimated bookings and discount rates. The fair value of the contingent consideration will increase or decrease according to the movement of the inputs.

- Definition

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

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