Salesforce, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS The following financial statements are filed as part of this Annual Report on Form 10-K: Page No. Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 58 Consolidated Balance Sheets 60 Consolidated Statements of Operations 62 Consolidated Statements of Comprehensive Income 63 Consolidated Statements of Stockholders’ Equity 64 Consolidated Statements of Cash Flows 65 Notes to Consolidated Financial Statements 67 57 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Salesforce, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Salesforce, Inc. (the Company) as of January 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income , stockholders' equity and cash flows for each of the three years in the period ended January 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at January 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 6, 2024 expressed an unqualified opinion thereon . Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 58 Table of Contents Revenue Recognition Description of the Matter As described in Note 1 to the consolidated financial statements, the Company recognizes revenue primarily from subscription and support services and professional services contracts in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts with its customers that may include promises to transfer multiple cloud services, software licenses, premium support and professional services. Significant judgment may be required by the Company in determining revenue recognition for these customer agreements, including the determination of whether products and services are considered distinct performance obligations and the determination of standalone selling prices, particularly for products and services that are not sold separately. Auditing the Company’s accounting for revenue contracts with customers required significant judgment to assess management’s determination of performance obligations and standalone selling prices. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to identify performance obligations and allocate the transaction price to those performance obligations, including controls over determining standalone selling prices. To test the Company’s judgments and conclusions related to the identification of performance obligations and determination of standalone selling prices, our audit procedures included, among others, obtaining an understanding of the Company’s various service offerings and evaluating management’s conclusions regarding which were distinct. We read a sample of executed contracts to assess management’s evaluation of significant terms, including the determination of distinct performance obligations, and the related standalone selling price. We evaluated the information utilized to determine standalone selling price and we tested the mathematical accuracy of the Company’s calculations. Impairment of Strategic Investments Description of the Matter As described in Note 1 to the consolidated financial statements, the Company holds investments in privately held equity securities, which are assessed for impairment at least quarterly. 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 and the rate at which the investee is using its cash. Significant judgment may be required by the Company in determining if an investment is impaired based on the information available about the investee. Auditing the Company’s accounting for impairment of privately held equity securities required significant judgment to evaluate management’s assessment of impairment indicators to evaluate whether investments are impaired considering the current economic environment. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s process to identify impaired privately held equity securities, including controls over assessing impairment indicators. To test the Company’s judgments and conclusions related to impairment of privately held equity securities, our audit procedures included, among others, obtaining an understanding of the nature of the privately held equity securities and evaluating the Company’s assessment of both qualitative and quantitative factors. We read the Company’s analysis of a sample of investments and available information including financial metrics and cash usage. We evaluated the information available to determine the appropriateness of the Company’s conclusions of whether the investments are impaired. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. San Francisco, California March 6, 2024 59 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Salesforce, Inc. Opinion on Internal Control Over Financial Reporting We have audited Salesforce, Inc.’s internal control over financial reporting as of January 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Salesforce, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, 2024, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2024, and the related notes and our report dated March 6, 2024 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP San Francisco, California March 6, 2024 60 Table of Contents Salesforce, Inc. Consolidated Balance Sheets (in millions) January 31, 2024 January 31, 2023 Assets Current assets: Cash and cash equivalents $ 8,472 $ 7,016 Marketable securities 5,722 5,492 Accounts receivable, net 11,414 10,755 Costs capitalized to obtain revenue contracts, net 1,905 1,776 Prepaid expenses and other current assets 1,561 1,356 Total current assets 29,074 26,395 Property and equipment, net 3,689 3,702 Operating lease right-of-use assets, net 2,366 2,890 Noncurrent costs capitalized to obtain revenue contracts, net 2,515 2,697 Strategic investments 4,848 4,672 Goodwill 48,620 48,568 Intangible assets acquired through business combinations, net 5,278 7,125 Deferred tax assets and other assets, net 3,433 2,800 Total assets $ 99,823 $ 98,849 Liabilities and stockholders’ equity Current liabilities: Accounts payable, accrued expenses and other liabilities $ 6,111 $ 6,743 Operating lease liabilities, current 518 590 Unearned revenue 19,003 17,376 Debt, current 999 1,182 Total current liabilities 26,631 25,891 Noncurrent debt 8,427 9,419 Noncurrent operating lease liabilities 2,644 2,897 Other noncurrent liabilities 2,475 2,283 Total liabilities 40,177 40,490 Commitments and contingencies (See Notes 6 and 14) Stockholders’ equity: Preferred stock, $ 0.001 par value; 5 shares authorized and none issued and outstanding 0 0 Common stock, $ 0.001 par value; 1,600 shares authorized, 1,035 and 1,009 shares issued as of January 31, 2024 and 2023, respectively, and 971 and 981 shares outstanding as of January 31, 2024 and 2023, respectively 1 1 Treasury stock, at cost ( 11,692 ) ( 4,000 ) Additional paid-in capital 59,841 55,047 Accumulated other comprehensive loss ( 225 ) ( 274 ) Retained earnings 11,721 7,585 Total stockholders’ equity 59,646 58,359 Total liabilities and stockholders’ equity $ 99,823 $ 98,849 See accompanying Notes. 61 Table of Contents Salesforce, Inc. Consolidated Statements of Operations (in millions, except per share data) 4 Fiscal Year Ended January 31, 2024 2023 2022 Revenues: Subscription and support $ 32,537 $ 29,021 $ 24,657 Professional services and other 2,320 2,331 1,835 Total revenues 34,857 31,352 26,492 Cost of revenues (1)(2): Subscription and support 6,177 5,821 5,059 Professional services and other 2,364 2,539 1,967 Total cost of revenues 8,541 8,360 7,026 Gross profit 26,316 22,992 19,466 Operating expenses (1)(2): Research and development 4,906 5,055 4,465 Marketing and sales 12,877 13,526 11,855 General and administrative 2,534 2,553 2,598 Restructuring 988 828 0 Total operating expenses 21,305 21,962 18,918 Income from operations 5,011 1,030 548 Gains (losses) on strategic investments, net ( 277 ) ( 239 ) 1,211 Other income (expense) 216 ( 131 ) ( 227 ) Income before provision for income taxes 4,950 660 1,532 Provision for income taxes ( 814 ) ( 452 ) ( 88 ) Net income $ 4,136 $ 208 $ 1,444 Basic net income per share $ 4.25 $ 0.21 $ 1.51 Diluted net income per share $ 4.20 $ 0.21 $ 1.48 Shares used in computing basic net income per share 974 992 955 Shares used in computing diluted net income per share 984 997 974 (1) Amounts include amortization of intangible assets acquired through business combinations, as follows: Fiscal Year Ended January 31, 2024 2023 2022 Cost of revenues $ 978 $ 1,035 $ 897 Marketing and sales 891 916 727 (2) Amounts include stock-based compensation expense, as follows: Fiscal Year Ended January 31, 2024 2023 2022 Cost of revenues $ 431 $ 499 $ 386 Research and development 972 1,136 918 Marketing and sales 1,062 1,256 1,104 General and administrative 299 368 371 Restructuring 23 20 0 See accompanying Notes. 62 Table of Contents Salesforce, Inc. Consolidated Statements of Comprehensive Income (in millions) 4 Fiscal Year Ended January 31, 2024 2023 2022 Net income $ 4,136 $ 208 $ 1,444 Other comprehensive income (loss), net of reclassification adjustments: Foreign currency translation and other losses ( 11 ) ( 35 ) ( 55 ) Unrealized gains (losses) on marketable securities and privately held debt securities 83 ( 94 ) ( 83 ) Other comprehensive income (loss), before tax 72 ( 129 ) ( 138 ) Tax effect ( 23 ) 21 14 Other comprehensive income (loss), net 49 ( 108 ) ( 124 ) Comprehensive income $ 4,185 $ 100 $ 1,320 See accompanying Notes. 63 Table of Contents Salesforce, Inc. Consolidated Statements of Stockholders’ Equity (in millions) Common Stock Treasury Stock Additional Paid-in Capital Accumulated Other Comprehensive Income/(Loss) Retained Earnings Total Stockholders’ Equity Shares Amount Shares Amount Balance at January 31, 2021 919 $ 1 0 $ 0 $ 35,601 $ ( 42 ) $ 5,933 $ 41,493 Common stock issued 24 0 0 0 1,270 0 0 1,270 Shares issued related to business combinations 46 0 0 0 11,269 0 0 11,269 Stock-based compensation 0 0 0 0 2,779 0 0 2,779 Other comprehensive loss, net of tax 0 0 0 0 0 ( 124 ) 0 ( 124 ) Net income 0 0 0 0 0 0 1,444 1,444 Balance at January 31, 2022 989 1 0 0 50,919 ( 166 ) 7,377 58,131 Common stock issued 20 0 0 0 849 0 0 849 Common stock repurchased 0 0 ( 28 ) ( 4,000 ) 0 0 0 ( 4,000 ) Stock-based compensation 0 0 0 0 3,279 0 3,279 Other comprehensive loss, net of tax 0 0 0 0 0 ( 108 ) 0 ( 108 ) Net income 0 0 0 0 0 0 208 208 Balance at January 31, 2023 1,009 1 ( 28 ) ( 4,000 ) 55,047 ( 274 ) 7,585 58,359 Common stock issued 26 0 0 0 1,994 0 0 1,994 Common stock repurchased 0 0 ( 36 ) ( 7,692 ) 0 0 0 ( 7,692 ) Stock-based compensation 0 0 0 0 2,800 0 0 2,800 Other comprehensive income, net of tax 0 0 0 0 0 49 0 49 Net income 0 0 0 0 0 0 4,136 4,136 Balance at January 31, 2024 1,035 1 ( 64 ) ( 11,692 ) 59,841 ( 225 ) 11,721 59,646 See accompanying Notes. 64 Table of Contents Salesforce, Inc. Consolidated Statements of Cash Flows (in millions) 4 Fiscal Year Ended January 31, 2024 2023 2022 Operating activities: Net income $ 4,136 $ 208 $ 1,444 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization (1) 3,959 3,786 3,298 Amortization of costs capitalized to obtain revenue contracts, net 1,925 1,668 1,348 Stock-based compensation expense 2,787 3,279 2,779 (Gains) losses on strategic investments, net 277 239 ( 1,211 ) Changes in assets and liabilities, net of business combinations: Accounts receivable, net ( 659 ) ( 995 ) ( 1,824 ) Costs capitalized to obtain revenue contracts, net ( 1,872 ) ( 2,345 ) ( 2,283 ) Prepaid expenses and other current assets and other assets ( 843 ) ( 302 ) 114 Accounts payable and accrued expenses and other liabilities ( 478 ) 528 507 Operating lease liabilities ( 621 ) ( 699 ) ( 801 ) Unearned revenue 1,623 1,744 2,629 Net cash provided by operating activities 10,234 7,111 6,000 Investing activities: Business combinations, net of cash acquired ( 82 ) ( 439 ) ( 14,876 ) Purchases of strategic investments ( 496 ) ( 550 ) ( 1,718 ) Sales of strategic investments 108 355 2,201 Purchases of marketable securities ( 3,761 ) ( 4,777 ) ( 5,674 ) Sales of marketable securities 1,511 1,771 4,179 Maturities of marketable securities 2,129 2,449 2,069 Capital expenditures ( 736 ) ( 798 ) ( 717 ) Net cash used in investing activities ( 1,327 ) ( 1,989 ) ( 14,536 ) Financing activities: Proceeds from issuance of debt, net of issuance costs 0 0 7,906 Repayments of Slack Convertible Notes, net of capped call proceeds 0 0 ( 1,197 ) Repurchases of common stock ( 7,620 ) ( 4,000 ) 0 Proceeds from employee stock plans 1,954 861 1,289 Principal payments on financing obligations ( 629 ) ( 419 ) ( 156 ) Repayments of debt ( 1,182 ) ( 4 ) ( 4 ) Net cash provided by (used in) financing activities ( 7,477 ) ( 3,562 ) 7,838 Effect of exchange rate changes 26 ( 8 ) ( 33 ) Net increase (decrease) in cash and cash equivalents 1,456 1,552 ( 731 ) Cash and cash equivalents, beginning of period 7,016 5,464 6,195 Cash and cash equivalents, end of period $ 8,472 $ 7,016 $ 5,464 (1) Includes amortization of intangible assets acquired through business combinations, depreciation of fixed assets and amortization and impairment of right-of-use assets. See accompanying Notes. 65 Table of Contents Salesforce, Inc. Consolidated Statements of Cash Flows Supplemental Cash Flow Disclosure (in millions) Fiscal Year Ended January 31, 2024 2023 2022 Supplemental cash flow disclosure: Cash paid during the period for: Interest $ 254 $ 275 $ 187 Income taxes, net of tax refunds $ 1,027 $ 510 $ 196 Non-cash investing and financing activities: Fair value of equity awards assumed $ 0 $ 7 $ 205 Fair value of common stock issued as consideration for business combinations $ 0 $ 0 $ 11,064 See accompanying Notes. 66 Table of Contents Salesforce, Inc. Notes to Consolidated Financial Statements 1. Summary of Business and Significant Accounting Policies Description of Business Salesforce, Inc. (the “Company”) is a global leader in customer relationship management technology that brings companies and customers together. With the Customer 360 platform, the Company delivers a single source of truth, connecting customer data with integrated artificial intelligence across systems, apps and devices to help companies sell, service, market and conduct commerce from anywhere. Since its founding in 1999, Salesforce has pioneered innovations in cloud, mobile, social, analytics and artificial intelligence, enabling companies of every size and industry to transform their businesses in the all-digital, work-from-anywhere era. Fiscal Year The Company’s fiscal year ends on January 31. References to fiscal 2024, for example, refer to the fiscal year ending January 31, 2024. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Significant estimates and assumptions made by management include the determination of: • the standalone selling price (“SSP”) of performance obligations for revenue contracts with multiple performance obligations; • the valuation of privately-held strategic investments; • the fair value of assets acquired and liabilities assumed for business combinations; • the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions; • the useful lives of intangible assets; and • the fair value of certain stock awards issued. Actual results could differ materially from these estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, which forms the basis for making judgments about the carrying values of assets and liabilities as well as income and expenses to be recognized. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. Over the past few years, the Company has completed a number of acquisitions which have allowed the Company to expand its offerings, presence and reach in various market segments of the enterprise cloud computing market. While the Company has offerings in multiple enterprise cloud computing market segments, including as a result of the Company's acquisitions, and operates in multiple countries, the Company’s business operates in one operating segment because most of the Company's service offerings operate on the Customer 360 Platform and are deployed in a nearly identical manner, and the Company’s CODM evaluates the Company’s financial information and resources, and assesses the performance of these resources, on a consolidated basis. Concentrations of Credit Risk, Significant Customers and Investments The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. The Company monitors and manages the overall exposure of its cash balances to individual financial institutions on an ongoing basis. The Company’s marketable securities portfolio consists primarily of investment-grade securities, and the Company’s policies limit the amount of credit exposure to any one issuer. The Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable for estimated credit losses. This allowance is based upon historical loss patterns, the number of days that billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and 67 Table of Contents reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss patterns. The Company records the allowance against bad debt expense through the consolidated statements of operations, included in general and administrative expense, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to unearned revenue on the consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. No single customer accounted for five percent or more of accounts receivable as of January 31, 2024 and January 31, 2023. No single customer accounted for five percent or more of total revenue during fiscal 2024, 2023 and 2022. As of January 31, 2024 and January 31, 2023, assets located outside the Americas were 16 percent and 15 percent of total assets, respectively. As of January 31, 2024 and January 31, 2023, assets located in the United States were 82 percent and 83 percent of total assets, respectively. The Company is also exposed to concentrations of risk in its strategic investment portfolio, including within specific industries, as the Company primarily invests in enterprise cloud companies, technology st artups and system integrators. As of January 31, 2024 and 2023, the Company held two investments, both privately held, with carrying values that were individually greater than five percent of its total strategic investments portfolio and represented 16 percent of the portfolio in aggregate. Revenue Recognition The Company derives its revenues from two sources: (1) subscription and support revenues and (2) professional services and other revenues. Subscription and support revenues include subscription fees from customers accessing the Company’s enterprise cloud computing services (collectively, “Cloud Services”), software license revenues from the sales of term software licenses and support revenues from the sales of support and updates beyond the basic subscription or software license sales. Professional services and other revenues include professional and advisory services for process mapping, project management and implementation services and training services. Revenue is recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. If the consideration promised in a contract includes a variable amount, for example, overage fees, contingent fees or service level penalties, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company determines the amount of revenue to be recognized through the application of 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 Company satisfies the performance obligations. Subscription and Support Revenues Subscription and support revenues are comprised of fees that provide customers with access to Cloud Services, software licenses and related support and updates during the term of the arrangement. Cloud Services allow customers to use the Company's multi-tenant software without taking possession of the software. Revenue is generally recognized ratably over the contract term. Substantially all of the Company’s subscription service arrangements are non-cancelable and do not contain refund-type provisions. Subscription and support revenues also include revenues associated with term software licenses that provide the customer with a right to use the software as it exists when made available. Revenues from term software licenses are generally recognized at the point in time when the software is made available to the customer. Revenue from software support and updates is recognized as the support and updates are provided, which is generally ratably over the contract term. The Company typically invoices its customers annually and its payment terms provide that customers pay within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in unearned revenue or revenue, depending on whether transfer of control to customers has occurred. Professional Services and Other Revenues The Company’s professional services contracts are either on a time and materials, fixed price or subscription basis. These revenues are recognized as the services are rendered for time and materials contracts, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services contracts. Other revenues consist primarily of training revenues recognized as such services are performed. 68 Table of Contents Significant Judgments - Contracts with Multiple Performance Obligations The Company enters into contracts with its customers that may include promises to transfer multiple performance obligations such as Cloud Services, software licenses, support and updates and professional services. A performance obligation is a promise in a contract with a customer to transfer products or services that are concluded to be distinct. Determining whether products and services are distinct performance obligations that should be accounted for separately or combined as one unit of accounting may require significant judgment. Cloud Services, software licenses and support and updates services are generally concluded to be distinct because such offerings are often sold separately. In determining whether professional services are distinct, the Company considers the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the subscription start date and the contractual dependence of the service on the customer’s satisfaction with the professional services work. To date, the Company has concluded that professional services included in contracts with multiple performance obligations are distinct. The Company allocates the transaction price to each performance obligation on a relative SSP basis. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. The Company determines SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, the Company's go-to-market strategy, historical and current sales and contract prices. In instances where the Company does not sell or price a product or service separately, the Company maximizes the use of observable inputs by using information that may include market conditions. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes to SSP. In certain cases, the Company is able to establish SSP based on observable prices of products or services sold or priced separately in comparable circumstances to similar customers. The Company uses a single amount to estimate SSP when indicated by the distribution of its observable prices. Alternatively, the Company uses a range of amounts to estimate SSP when the pricing practices or distribution of the observable prices are highly variable. The Company typically has more than one SSP for individual products and services due to the stratification of those products and services by customer size and geography. Costs Capitalized to Obtain Revenue Contracts The Company capitalizes incremental costs of obtaining revenue contracts related to non-cancelable Cloud Services subscription, ongoing Cloud Services support and license support and updates. For contracts with on-premises software licenses where revenue is recognized upfront when the software is made available to the customer, costs allocable to those licenses are expensed as they are incurred. Capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force. Capitalized amounts also include (1) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired, (2) commissions paid to employees upon renewals of subscription and support contracts, (3) the associated payroll taxes and fringe benefit costs associated with the payments to the Company’s employees and (4) to a lesser extent, success fees paid to partners in emerging markets where the Company has a limited presence. Costs capitalized related to new revenue contracts are amortized on a straight-line basis over four years , which is longer than the typical initial contract period, but reflects the estimated average period of benefit, including expected contract renewals. In arriving at this average period of benefit, the Company evaluates both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition. Additionally, the Company amortizes capitalized costs for renewals and success fees paid to partners over two years . The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment. Amortization of capitalized costs to obtain revenue contracts is included in marketing and sales expense in the accompanying consolidated statements of operations. There were no impairments of costs to obtain revenue contracts for fiscal 2024 and 2023. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. 69 Table of Contents Marketable Securities The Company considers all of its marketable debt securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classifies these securities within current assets on the consolidated balance sheets. Securities are classified as available for sale and are carried at fair value, with the change in unrealized gains and losses, net of tax, reported as a separate component on the consolidated statements of comprehensive income until realized. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. Securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of the excess, if any, is caused by expected credit losses. Expected credit losses on securities are recognized in other income (expense) on the consolidated statements of operations, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive income in stockholders' equity. For the purposes of computing realized and unrealized gains and losses, the cost of securities sold is based on the specific-identification method. Interest on securities classified as available for sale is included as a component of investment income within other income (expense) on the consolidated statements of operations. Strategic Investments The Company holds strategic investments in privately held debt and equity securities and publicly held equity securities in which the Company does not have a controlling interest. Privately held equity securities where the Company lacks a controlling financial interest but does exercise significant influence are accounted for under the equity method. Privately held equity securities not accounted for under the equity method are recorded at cost and adjusted only for observable transactions for same or similar investments of the same issuer or impairment events (referred to as the measurement alternative). All gains and losses on privately held equity securities, realized and unrealized, are recorded through gains (losses) on strategic investments, net on the consolidated statements of operations. Privately held debt securities are recorded at fair value with changes in fair value recorded through accumulated other comprehensive loss on the consolidated balance sheet. Valuations of privately held securities are inherently complex and require judgment due to the lack of readily available market data. In determining the estimated fair value of its strategic investments in privately held companies, the Company utilizes the most recent data available to the Company. The Company assesses its privately held debt and equity securities in its strategic investment portfolio at least quarterly for impairment. 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 and the rate at which the investee is using its cash. If the investment is considered impaired, the Company estimates the fair value of the investment and recognizes any resulting impairment through the consolidated statements of operations. Publicly held equity securities are measured at fair value with changes recorded through gains (losses) on strategic investments, net on the consolidated statements of operations. The Company may enter into strategic investments or other investments that are considered variable interest entities (“VIEs”). If the Company is a primary beneficiary of a VIE, it is required to consolidate the entity. To determine if the Company is the primary beneficiary of a VIE, the Company evaluates whether it has (1) the power to direct the activities that most significantly impact the VIE’s economic performance, and (2) the obligation to absorb losses or the right to receive benefits from the VIE that could potentially be significant to the VIE. The assessment of whether the Company is the primary beneficiary of its VIE investments requires significant assumptions and judgments. VIEs that are not consolidated are accounted for under the measurement alternative, equity method, amortized cost, or other appropriate methodology based on the nature of the interest held. The Company did not consolidate any VIEs as of January 31, 2024 and January 31, 2023. Fair Value Measurement The Company measures its cash and cash equivalents, marketable securities, publicly held equity securities and foreign currency derivative contracts at fair value. In addition, the Company measures certain of its strategic investments, including its privately held debt securities and privately held equity securities, at fair value on a nonrecurring basis when there has been an observable price change in a same or similar security or an impairment. The additional disclosures regarding the Company’s fair value measurements are included in Note 4 “Fair Value Measurement.” Derivative Financial Instruments The Company enters into foreign currency derivative contracts with financial institutions to reduce foreign exchange risk associated with intercompany transactions and other monetary assets or liabilities denominated in currencies other than the functional currency of a subsidiary. The Company uses forward currency derivative contracts, which are not designated as hedging instruments, to minimize the Company’s exposure to balances primarily denominated in the Euro, British Pound Sterling, Canadian Dollar, Australian Dollar, Brazilian Real and Japanese Yen. The Company’s derivative financial instruments 70 Table of Contents program is not designated for trading or speculative purposes. The Company generally enters into master netting arrangements with the financial institutions with which it contracts for such derivatives, which permit net settlement of transactions with the same counterparty, thereby reducing risk of credit-related losses from a financial institutions' nonperformance. While the contract or notional amount is often used to express the volume of foreign currency derivative contracts, the amounts potentially subject to credit risk are generally limited to the amounts, if any, by which the counterparties’ obligations under the agreements exceed the obligations of the Company to the counterparties. The notional amount of foreign currency derivative contracts as of January 31, 2024 and January 31, 2023 was $ 8.6 billion and $ 6.0 billion, respectively. Outstanding foreign currency derivative contracts are recorded at fair value on the consolidated balance sheets. Unrealized gains or losses due to changes in the fair value of these derivative contracts, as well as realized gains or losses from their net settlement, are recognized as other income (expense) consistent with the offsetting gains or losses resulting from the remeasurement or settlement of the underlying foreign currency denominated receivables and payables. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of those assets as follows: Buildings and building improvements 10 to 40 years Computers, equipment and software 3 to 5 years Furniture and fixtures 5 years Leasehold improvements Shorter of the estimated lease term or 10 years The Company estimates the useful lives of property and equipment upon initial recognition and periodically evaluates the useful lives and whether events or changes in circumstances warrant a revision to the useful lives. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from their respective accounts and any loss on such retirement is reflected in operating expenses. Leases The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are included in operating lease right-of-use (“ROU”) assets and current and noncurrent operating lease liabilities on the Company’s consolidated balance sheets. Assets (also referred to as ROU assets) and liabilities recognized from finance leases are included in property and equipment, accrued expenses and other liabilities and other noncurrent liabilities, respectively, on the Company’s consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term. The corresponding lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less for any asset classes. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement, net of any future tenant incentives. The Company has lease agreements which contain both lease and non-lease components, which it has elected to combine for all asset classes. As such, minimum lease payments include fixed payments for non-lease components within a lease agreement, but exclude variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. The Company’s lease terms may include options to extend or terminate the lease. Periods beyond the noncancellable term of the lease are included in the measurement of the lease liability only when it is reasonably certain that the Company will exercise the associated extension option or waive the termination option. The Company reassesses the lease term if and when a significant event or change in circumstances occurs within the control of the Company. As most of the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company's incremental borrowing rate is an estimate of the interest rate the Company would have to pay to borrow on a collateralized basis with similar terms and payments, in the economic environment where the leased asset is located. The lease ROU asset is recognized based on the lease liability, adjusted for any rent payments or initial direct costs incurred or tenant incentives received prior to commencement. Lease expense for operating leases, which includes amortization expense of ROU assets, is recognized on a straight-line basis over the lease term. Amortization expense of finance lease ROU assets is recognized on a straight-line basis over the lease term, and interest expense for finance lease liabilities is recognized based on the incremental borrowing rate. Expense for variable lease payments are recognized as incurred. On the lease commencement date, the Company also establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are included in property and equipment, net and are amortized over the lease term. 71 Table of Contents The Company has entered into subleases or has made decisions and taken actions to exit and sublease certain unoccupied leased office space. Similar to other long-lived assets discussed below, management tests ROU assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. For leased assets, such circumstances would include the decision to leave a leased facility prior to the end of the minimum lease term or subleases for which estimated cash flows do not fully cover the costs of the associated lease. Intangible Assets Acquired through Business Combinations Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Impairment Assessment The Company evaluates intangible assets and other long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions, tax-related valuation allowances and pre-acquisition contingencies are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s consolidated statements of operations. In the event the Company acquires an entity with which the Company has a preexisting relationship, the Company will generally recognize a gain or loss to settle that relationship as of the acquisition date within operating income on the consolidated statements of operations. In the event that the Company acquires an entity in which the Company previously held a strategic investment, the difference between the fair value of the shares as of the date of the acquisition and the carrying value of the strategic investment is recorded as a gain or loss and recorded within net gains (losses) on strategic investments in the consolidated statements of operations. Restructuring The Company generally recognizes employee severance costs when payments are probable and amounts are estimable or when notification occurs, depending on the region an employee works. Costs related to contracts without future benefit or contract termination are recognized at the earlier of the contract termination or the cease-use dates. Other exit-related costs are recognized as incurred. Stock-Based Compensation Expense Stock-based compensation expense is measured based on grant date at fair value using the Black-Scholes option pricing model for stock options and the grant date closing stock price for restricted stock awards. The Company recognizes stock-based compensation expense related to stock options and restricted stock awards on a straight-line basis, net of estimated forfeitures, over the requisite service period of the awards, which is generally the vesting term of four years . The estimated forfeiture rate applied is based on historical forfeiture rates. Stock-based compensation expense related to the Company’s Amended and Restated 2004 Employee Stock Purchase Plan (“ESPP” or “2004 Employee Stock Purchase Plan”) is measured based on grant date at fair value using the Black-Scholes option pricing model. The Company recognizes stock-based compensation expense related to shares issued pursuant to the 2004 Employee Stock Purchase Plan on a straight-line basis over the offering period, which is 12 months. The ESPP allows employees to purchase shares of the Company's common stock at a 15 percent discount from the lower of the Company’s stock price on (i) the first day of the offering period or on (ii) the last day of the purchase period. The ESPP also allows employees to 72 Table of Contents reduce their percentage election once during a six-month purchase period (December 15 and June 15 of each fiscal year), but not to increase that election until the next one-year offering period. The ESPP includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date. The Company, at times, grants performance share awards to executive officers and other members of senior management, which may include a market condition, performance condition, or both. Stock-based compensation expense related to awards with a market condition are measured at fair value using a Monte Carlo simulation model and the expense related to these awards is recognized on a straight-line basis, net of estimated forfeitures, over the requisite service period of the awards, which is generally the vesting term. Stock-based compensation expense related to awards with a performance condition are measured based on the grant date closing stock price and the expense related to these awards is recognized based on the requisite service period elapsed, as well as the probability of achievement and estimated attainment of the performance condition as of the end of our reporting period. The Company, at times, grants unvested restricted shares to employee stockholders of certain acquired companies in lieu of cash consideration. These awards are generally subject to continued post-acquisition employment. Therefore, the Company accounts for them as post-acquisition stock-based compensation expense. The Company recognizes stock-based compensation expense equal to the grant date fair value of the restricted stock awards, based on the closing stock price on grant date, on a straight-line basis over the requisite service period of the awards, which is generally four years . Advertising Expenses Advertising is expensed as incurred. Advertising expense was $ 1.1 billion, $ 1.0 billion and $ 1.0 billion for fiscal 2024, 2023 and 2022, respectively. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the consolidated statements of operations in the period that includes the enactment date. The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, solely based on its technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed. Foreign Currency Translation The functional currency of the Company’s major foreign subsidiaries is generally the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the consolidated statements of comprehensive income. Foreign currency transaction gains and losses are included in other income (expense) in the consolidated statements of operations for the period. Warranties and Indemnification The Company’s enterprise cloud computing services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company’s online help documentation under normal use and circumstances. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third party’s intellectual property rights. To date, the Company has not incurred any material 73 Table of Contents costs as a result of such obligations and has not accrued any material liabilities related to such obligations in the accompanying consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that would generally enable the Company to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. New Accounting Pronouncement Pending Adoption In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”), which requires additional operating segment disclosures in annual and interim consolidated financial statements. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and for interim periods beginning after December 15, 2024 on a retrospective basis, with early adoption permitted. The Company is evaluating the effect of adopting ASU 2023-07. In December 2023, the FASB issued Accounting Standards Update No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation and modifies other income tax-related disclosures. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a retrospective or prospective basis. The Company is evaluating the effect of adopting ASU 2023-09. 2. Revenues Disaggregation of Revenue Subscription and Support Revenue by the Company's Service Offerings Subscription and support revenues consisted of the following (in millions): Fiscal Year Ended January 31, 2024 2023 2022 Sales $ 7,580 $ 6,831 $ 5,989 Service 8,245 7,369 6,474 Platform and Other 6,611 5,967 4,509 Marketing and Commerce 4,912 4,516 3,902 Integration and Analytics (1) 5,189 4,338 3,783 $ 32,537 $ 29,021 $ 24,657 (1) In the fourth quarter of fiscal 2024, the Company renamed the service offering previously referred to as Data to Integration and Analytics, which includes Mulesoft and Tableau. Total Revenue by Geographic Locations Revenues by geographical region consisted of the following (in millions): Fiscal Year Ended January 31, 2024 2023 2022 Americas $ 23,289 $ 21,250 $ 17,983 Europe 8,128 7,163 6,016 Asia Pacific 3,440 2,939 2,493 $ 34,857 $ 31,352 $ 26,492 Revenues by geography are determined based on the region of the Company's contracting entity, which may be different than the region of the customer. Americas revenue attributed to the United States was approximately 93 percent, 93 percent and 94 percent during fiscal 2024, 2023 and 2022, respectively. No other country represented more than ten percent of total revenue during fiscal 2024, 2023 and 2022. 74 Table of Contents Contract Balances Contract Assets The Company records a contract asset when revenue recognized on a contract exceeds the billings. Contract assets were $ 758 million as of January 31, 2024 as compared to $ 648 million as of January 31, 2023, and are included in prepaid expenses and other current assets and deferred tax assets and other assets, net on the consolidated balance sheets. Unearned Revenue Unearned revenue represents amounts that have been invoiced in advance of revenue recognition and is recognized as revenue when transfer of control to customers has occurred or services have been provided. The unearned revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements. The unearned revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, dollar size and new business linearity within the quarter. The change in unearned revenue was as follows (in millions): Fiscal Year Ended January 31, 2024 2023 Unearned revenue, beginning of period $ 17,376 $ 15,628 Billings and other (1) 36,370 33,034 Contribution from contract asset 110 62 Revenue recognized over time ( 32,727 ) ( 29,595 ) Revenue recognized at a point in time ( 2,130 ) ( 1,757 ) Unearned revenue from business combinations 4 4 Unearned revenue, end of period $ 19,003 $ 17,376 (1) Other includes, for example, the impact of foreign currency translation. Revenue recognized over time primarily includes Cloud Services subscription and support revenue, which is generally recognized ratably over time, and professional services and other revenue, which is generally recognized ratably or as delivered. Revenue recognized at a point in time substantially consists of on-premises software licenses. Approximately 49 percent of total revenue recognized in fiscal 2024 is from the unearned revenue balance as of January, 31, 2023. Remaining Performance Obligation Remaining performance obligation represents contracted revenue that has not yet been recognized and includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to the remaining performance obligation is based on SSP. Remaining performance obligation is influenced by several factors, including seasonality, the timing of renewals, the timing of software license deliveries, average contract terms and foreign currency exchange rates. Remaining performance obligation is also impacted by acquisitions. Unbilled portions of the remaining performance obligation denominated in foreign currencies are revalued each period based on the period end exchange rates. Remaining performance obligation is subject to future economic risks, including bankruptcies, regulatory changes and other market factors. The Company excludes amounts related to performance obligations from professional services contracts that are billed and recognized on a time and materials basis. The majority of the Company's noncurrent remaining performance obligation is expected to be recognized in the next 13 to 36 months. Remaining performance obligation consisted of the following (in billions): Current Noncurrent Total As of January 31, 2024 $ 27.6 $ 29.3 $ 56.9 As of January 31, 2023 $ 24.6 $ 24.0 $ 48.6 75 Table of Contents 3. Investments Marketable Securities At January 31, 2024, marketable securities consisted of the following (in millions): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Corporate notes and obligations $ 3,014 $ 9 $ ( 45 ) $ 2,978 U.S. treasury securities 583 0 ( 8 ) 575 Mortgage-backed obligations 244 1 ( 9 ) 236 Asset-backed securities 1,381 5 ( 7 ) 1,379 Municipal securities 139 0 ( 3 ) 136 Commercial paper 213 0 0 213 Covered bonds 81 0 ( 3 ) 78 Other 127 1 ( 1 ) 127 Total marketable securities $ 5,782 $ 16 $ ( 76 ) $ 5,722 At January 31, 2023, marketable securities consisted of the following (in millions): Amortized Cost Unrealized Gains Unrealized Losses Fair Value Corporate notes and obligations $ 3,442 $ 4 $ ( 92 ) $ 3,354 U.S. treasury securities 381 0 ( 11 ) 370 Mortgage-backed obligations 190 0 ( 12 ) 178 Asset-backed securities 1,004 1 ( 20 ) 985 Municipal securities 175 0 ( 6 ) 169 Commercial paper 278 0 0 278 Covered bonds 105 0 ( 4 ) 101 Other 59 0 ( 2 ) 57 Total marketable securities $ 5,634 $ 5 $ ( 147 ) $ 5,492 The contractual maturities of the investments classified as marketable securities were as follows (in millions): As of January 31, 2024 January 31, 2023 Due within 1 year $ 2,523 $ 2,380 Due in 1 year through 5 years 3,180 3,104 Due in 5 years through 10 years 19 8 $ 5,722 $ 5,492 Strategic Investments Strategic investments by form and measurement category as of January 31, 2024 were as follows (in millions): Measurement Category Fair Value Measurement Alternative Other Total Equity securities $ 80 $ 4,557 $ 130 $ 4,767 Debt securities and other investments 0 0 81 81 Balance as of January 31, 2024 $ 80 $ 4,557 $ 211 $ 4,848 76 Table of Contents Strategic investments by form and measurement category as of January 31, 2023 were as follows (in millions): Measurement Category Fair Value Measurement Alternative Other Total Equity securities $ 48 $ 4,479 $ 76 $ 4,603 Debt securities and other investments 0 0 69 69 Balance as of January 31, 2023 $ 48 $ 4,479 $ 145 $ 4,672 The Company holds investments in, or management agreements with, VIEs which the Company does not consolidate because it is not considered the primary beneficiary of these entities. The carrying value of VIEs within strategic investments was $ 382 million and $ 354 million, as of January 31, 2024 and January 31, 2023, respectively. Gains (Losses) on Strategic Investments, Net The components of gains and losses on strategic investments were as follows (in millions): 4 Fiscal Year Ended January 31, 2024 2023 2022 Unrealized gains (losses) recognized on publicly traded equity securities, net $ 29 $ 1 $ ( 241 ) Unrealized gains recognized on privately held equity securities, net 119 180 1,210 Impairments on privately held equity and debt securities ( 466 ) ( 491 ) ( 51 ) Unrealized gains (losses), net ( 318 ) ( 310 ) 918 Realized gains on sales of securities, net 41 71 293 Gains (losses) on strategic investments, net $ ( 277 ) $ ( 239 ) $ 1,211 Unrealized gains and losses recognized on privately held equity securities, net includes upward and downward adjustments from equity securities accounted for under the measurement alternative, as well as gains and losses from private equity securities in other measurement categories. For privately held securities accounted for under the measurement alternative, the Company recorded upward adjustments of $ 125 million and $ 220 million and impairments and downward adjustments of $ 465 million and $ 466 million for fiscal 2024 and 2023 , respectively . Realized gains on sales of securities, net reflects the difference between the sale proceeds and the carrying value of the security at the beginning of the period or the purchase date, if later. 4. Fair Value Measurement The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2. Significant other inputs that are directly or indirectly observable in the marketplace. Level 3. Significant unobservable inputs which are supported by little or no market activity. All of the Company’s cash equivalents, marketable securities and foreign currency derivative contracts are classified within Level 1 or Level 2 because the Company’s cash equivalents, marketable securities and foreign currency derivative contracts are valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs. 77 Table of Contents The following table presents information about the Company’s assets that were measured at fair value as of January 31, 2024 and indicates the fair value hierarchy of the valuation (in millions): Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Cash equivalents (1): Time deposits $ 0 $ 1,337 $ 0 $ 1,337 Money market mutual funds 4,447 0 0 4,447 Cash equivalent securities 0 493 0 493 Marketable securities: Corporate notes and obligations 0 2,978 0 2,978 U.S. treasury securities 0 575 0 575 Mortgage-backed obligations 0 236 0 236 Asset-backed securities 0 1,379 0 1,379 Municipal securities 0 136 0 136 Commercial paper 0 213 0 213 Covered bonds 0 78 0 78 Other 0 127 0 127 Strategic investments: Equity securities 80 0 0 80 Total assets $ 4,527 $ 7,552 $ 0 $ 12,079 (1) Included in “cash and cash equivalents” in the accompanying consolidated balance sheets in addition to $ 2.2 billion of cash, as of January 31, 2024. The following table presents information about the Company’s assets that were measured at fair value as of January 31, 2023 and indicates the fair value hierarchy of the valuation (in millions): Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Fair Value Cash equivalents (1): Time deposits $ 0 $ 1,877 $ 0 $ 1,877 Money market mutual funds 1,795 0 0 1,795 Cash equivalent securities 0 794 0 794 Marketable securities: Corporate notes and obligations 0 3,354 0 3,354 U.S. treasury securities 0 370 0 370 Mortgage-backed obligations 0 178 0 178 Asset-backed securities 0 985 0 985 Municipal securities 0 169 0 169 Commercial paper 0 278 0 278 Covered bonds 0 101 0 101 Other 0 57 0 57 Strategic investments: Equity securities 48 0 0 48 Total assets $ 1,843 $ 8,163 $ 0 $ 10,006 (1) Included in “cash and cash equivalents” in the accompanying consolidated balance sheets in addition to $ 2.6 billion of cash, as of January 31, 2023. 78 Table of Contents Strategic Investments Measured and Recorded at Fair Value on a Non-Recurring Basis Substantially all of the Company's privately held debt and equity securities and other investments are recorded at fair value on a non-recurring basis. The estimation of fair value for these investments requires the use of significant unobservable inputs, and as a result, the Company deems these assets as Level 3 within the fair value measurement framework. For privately held equity investments without a readily determinable fair value, the Company applies valuation methods based on information available, including the market approach and option pricing models (“OPM”). Observable transactions, such as the issuance of new equity by an investee, are indicators of investee enterprise value and are used to estimate the fair value of the privately held equity investments. An OPM may be utilized to allocate value to the various classes of securities of the investee, including classes owned by the Company. Such information, available to the Company from investee companies, is supplemented with estimates such as volatility, expected time to liquidity and the rights and obligations of the securities the Company holds. When indicators of impairment are observed for privately held equity securities, the Company generally uses the market approach to estimate the fair value of its investment, giving consideration to the latest observable transactions, as well as the investee's current and projected financial performance and other significant inputs and assumptions, including estimated time to exit, selection and analysis of guideline public companies and the rights and obligations of the securities the Company holds. The Company's privately held debt and equity securities and other investments amounted to $ 4.8 billion and $ 4.6 billion as of January 31, 2024 and January 31, 2023, respectively. 5. Property and Equipment, Net and Other Balance Sheet Accounts Property and Equipment Property and equipment, net consisted of the following (in millions): As of January 31, 2024 2023 Land $ 293 $ 293 Buildings and building improvements 490 489 Computers, equipment and software 4,209 3,556 Furniture and fixtures 245 259 Leasehold improvements 1,604 1,807 Property and equipment, gross 6,841 6,404 Less accumulated depreciation and amortization ( 3,152 ) ( 2,702 ) Property and equipment, net $ 3,689 $ 3,702 Depreciation and amortization expense totaled $ 1.1 billion, $ 903 million and $ 678 million during fiscal 2024, 2023 and 2022, respectively. Other Balance Sheet Accounts Accounts payable, accrued expenses and other liabilities as of January 31, 2024 included approximately $ 2.5 billion of accrued compensation as compared to $ 2.6 billion as of January 31, 2023. 6. Leases and Other Commitments Leases The Company has operating leases for corporate offices, data centers and equipment under noncancellable operating and finance leases with various expiration dates. The leases have noncancellable remaining terms of 1 year to 16 years, some of which include options to extend for up to 5 years, and some of which include options to terminate within 1 year. 79 Table of Contents The components of lease expense were as follows (in millions): Fiscal Year Ended January 31, 2024 2023 Operating lease cost $ 1,041 $ 986 Finance lease cost: Amortization of right-of-use assets $ 264 $ 198 Interest on lease liabilities 29 10 Total finance lease cost $ 293 $ 208 Supplemental cash flow information related to operating and finance leases was as follows (in millions): Fiscal Year Ended January 31, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows for operating leases $ 716 $ 769 Operating cash outflows for finance leases 29 10 Financing cash outflows for finance leases 347 180 Right-of-use assets obtained in exchange for lease obligations: Operating leases 456 915 Supplemental balance sheet information related to operating and finance leases was as follows (in millions): As of January 31, 2024 2023 Operating leases: Operating lease right-of-use assets $ 2,366 $ 2,890 Operating lease liabilities, current $ 518 $ 590 Noncurrent operating lease liabilities 2,644 2,897 Total operating lease liabilities $ 3,162 $ 3,487 Finance leases: Computers, equipment and software $ 1,579 $ 1,053 Accumulated depreciation ( 525 ) ( 264 ) Property and equipment, net $ 1,054 $ 789 Accrued expenses and other liabilities $ 372 $ 257 Other noncurrent liabilities 602 534 Total finance lease liabilities $ 974 $ 791 Other information related to leases was as follows: As of January 31, 2024 2023 Weighted average remaining lease term Operating leases 7 years 7 years Finance leases 3 years 3 years Weighted average discount rate Operating leases 2.9 % 2.6 % Finance leases 3.3 % 2.1 % 80 Table of Contents As of January 31, 2024, the maturities of lease liabilities under noncancellable operating and finance leases were as follows (in millions): Operating Leases Finance Leases Fiscal Period: Fiscal 2025 $ 598 $ 397 Fiscal 2026 587 342 Fiscal 2027 521 230 Fiscal 2028 458 52 Fiscal 2029 380 7 Thereafter 1,025 0 Total minimum lease payments 3,569 1,028 Less: Imputed interest ( 407 ) ( 54 ) Total $ 3,162 $ 974 Operating lease amounts above do not include sublease income. The Company has entered into various sublease agreements with third parties. Under these agreements, the Company expects to receive sublease income of approximately $ 275 million in the next five years and $ 18 million thereafter. Of the total lease commitment balance, including leases not yet commenced, of $ 4.7 billion, approximately $ 3.6 billion is related to facilities space. The remaining commitment amount is primarily related to equipment. 7. Business Combinations Fiscal Year 2023 Traction Sales and Marketing Inc. In April 2022, the Company acquired all outstanding stock of Traction Sales and Marketing Inc. ("Traction on Demand”), a professional services firm that provides innovative and critical solutions to clients using the Company’s service offerings and other advanced cloud technologies. The acquisition date fair value of the consideration transferred for Traction on Demand was approximately $ 340 million, which consisted primarily of $ 302 million in cash. The Company recorded approximately $ 62 million for customer relationships with estimated useful lives of five years . The Company recorded approximately $ 293 million of goodwill which is primarily attributed to the assembled workforce. For the goodwill balance, there is some basis for foreign income tax purposes but no basis for U.S. income tax purposes. Fiscal Year 2022 Slack Technologies, Inc. On July 21, 2021, the Company acquired all outstanding stock of Slack Technologies, Inc. (“Slack”), a leading channel-based messaging platform. The acquisition date fair value of the consideration transferred for Slack was approximately $ 27.1 billion, which consisted of $ 15.8 billion of cash paid, $ 11.1 billion of common stock issued, and $ 205 million related to the fair value of stock options, restricted stock units and restricted stock awards assumed. The Company recorded $ 6.4 billion of intangible assets related to customer relationship, developed technology and other purchased intangible assets with useful life of five to eight years . Developed technology represents the preliminary estimated fair value of Slack's data analysis technologies. Customer relationships represent the preliminary estimated fair values of the underlying relationships with Slack customers. The Company recorded $ 21.4 billion of goodwill which is primarily attributed to the assembled workforce and expanded market opportunities, including integrating the Slack product offering with existing Company service offerings in a digital-first, work anywhere world for which there is no basis for U.S. income tax purposes. The Company assumed unvested stock options, restricted stock units and restricted stock awards with an estimated fair value of $ 1.7 billion. Of the total consideration, $ 205 million was allocated to the purchase consideration and $ 1.5 billion was allocated to future services and will be expensed over the remaining service periods on a straight-line basis. Acumen Solutions, Inc. In February 2021, the Company acquired all outstanding stock of Acumen Solutions, Inc. (“Acumen”), a professional services firm that provides innovative and critical solutions to clients using the Company’s service offerings and other advanced cloud technologies. The acquisition date fair value of the consideration transferred for Acumen was approximately $ 433 million, in cash. 81 Table of Contents 8. Intangible Assets Acquired Through Business Combinations and Goodwill Intangible Assets Acquired Through Business Combinations Intangible assets acquired through business combinations were as follows (in millions): Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net Weighted Average Remaining Useful Life (Years) January 31, 2023 Additions and retirements, net (1) January 31, 2024 January 31, 2023 Expense and retirements, net (1) January 31, 2024 January 31, 2023 January 31, 2024 January 31, 2024 Acquired developed technology $ 4,844 $ ( 220 ) $ 4,624 $ ( 2,471 ) $ ( 737 ) $ ( 3,208 ) $ 2,373 $ 1,416 2.2 Customer relationships 6,691 ( 17 ) 6,674 ( 2,162 ) ( 823 ) ( 2,985 ) 4,529 3,689 4.8 Other (2) 303 0 303 ( 80 ) ( 50 ) ( 130 ) 223 173 3.5 Total $ 11,838 $ ( 237 ) $ 11,601 $ ( 4,713 ) $ ( 1,610 ) $ ( 6,323 ) $ 7,125 $ 5,278 4.0 (1) The Company retired $ 261 million of fully depreciated intangible assets during fiscal 2024, of which $ 244 million were included in acquired developed technology, and $ 17 million in customer relationships. (2) Included in Other are in-place leases, trade names, trademarks and territory rights. Amortization of intangible assets resulting from business combinations for fiscal 2024, 2023 and 2022 was $ 1.9 billion, $ 2.0 billion and $ 1.6 billion, respectively. The expected future amortization expense for intangible assets as of January 31, 2024 was as follows (in millions): Fiscal Period: Fiscal 2025 $ 1,605 Fiscal 2026 1,363 Fiscal 2027 996 Fiscal 2028 619 Fiscal 2029 486 Thereafter 209 Total amortization expense $ 5,278 Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. The changes in the carrying amounts of goodwill, which is generally not deductible for tax purposes, were as follows (in millions): Balance at January 31, 2022 $ 47,937 Traction on Demand 293 Other acquisitions and adjustments (1) 338 Balance as of January 31, 2023 $ 48,568 Acquisitions and adjustments (2) 52 Balance as of January 31, 2024 $ 48,620 (1) Other acquisitions and adjustments include measurement period adjustments for business combinations from the prior year, including approximately $ 249 million in fiscal 2023 related to the Company’s July 2021 acquisition of Slack and the effect of foreign currency translation. (2) Acquisitions and adjustments includes the effect of foreign currency translation . 82 Table of Contents 9. Debt The components of the Company's borrowings were as follows (in millions): Instrument Date of Issuance Maturity Date Contractual Interest Rate Outstanding Principal as of January 31, 2024 Carrying Value as of January 31, 2024 Carrying Value as of January 31, 2023 2023 Senior Notes (1) April 2018 April 2023 3.25 % $ 0 $ 0 $ 1,000 Loan assumed on 50 Fremont (2) February 2015 June 2023 3.75 0 0 182 2024 Senior Notes July 2021 July 2024 0.625 1,000 999 998 2028 Senior Notes April 2018 April 2028 3.70 1,500 1,495 1,493 2028 Senior Sustainability Notes July 2021 July 2028 1.50 1,000 994 992 2031 Senior Notes July 2021 July 2031 1.95 1,500 1,490 1,489 2041 Senior Notes July 2021 July 2041 2.70 1,250 1,235 1,235 2051 Senior Notes July 2021 July 2051 2.90 2,000 1,978 1,977 2061 Senior Notes July 2021 July 2061 3.05 1,250 1,235 1,235 Total carrying value of debt $ 9,500 9,426 10,601 Less current portion of debt ( 999 ) ( 1,182 ) Total noncurrent debt $ 8,427 $ 9,419 (1) The Company repaid in full the 2023 Senior Notes in the first quarter of fiscal 2024. (2) The Company repaid in full the Loan assumed on 50 Fremont in the second quarter of fiscal 2024. The Company was in compliance with all debt covenants as of January 31, 2024. The total estimated fair value of the Company's outstanding senior unsecured notes (the “Senior Notes”) above was $ 7.8 billion and $ 8.8 billion as of January 31, 2024 and January 31, 2023 , respectively. The fair value was determined based on the closing trading price per $ 100 of the Senior Notes as of the last day of trading of the fourth quarter of fiscal 2024 and the last day of trading of fiscal 2023, respectively, and are deemed Level 2 liabilities within the fair value measurement framework. The contractual future principal payments for all borrowings as of January 31, 2024 were as follows (in millions): Fiscal Period: Fiscal 2025 $ 1,000 Fiscal 2026 0 Fiscal 2027 0 Fiscal 2028 0 Fiscal 2029 2,500 Thereafter 6,000 Total principal outstanding $ 9,500 Revolving Credit Facility In December 2020, the Company entered into a Credit Agreement with Citibank, N.A., as administrative agent, and certain other institutional lenders (the “Revolving Loan Credit Agreement”) that provides for a $ 3.0 billion unsecured revolving credit facility (“Credit Facility”) and matures in December 2025. The Company may use the proceeds of future borrowings under the Credit Facility for general corporate purposes, which may include, without limitation, the consideration, fees, costs and expenses related to any acquisition. The Company amended the Revolving Loan Credit Agreement in April 2022 and May 2023, in each case to reflect certain administrative changes. There were no outstanding borrowings under the Credit Facility as of January 31, 2024. 10. Restructuring In January 2023, the Company announced a restructuring plan (the “Restructuring Plan”) intended to reduce operating costs, improve operating margins and continue advancing the Company’s ongoing commitment to profitable growth. This plan included a reduction of the Company’s workforce and select real estate exits and office space reductions within certain markets. The actions associated with the employee restructuring under the Restructuring Plan were substantially completed in fiscal 2024 and the actions associated with the real estate portion of the Restructuring Plan are expected to be fully complete in fiscal 2026. 83 Table of Contents In the fourth quarter of fiscal 2024, the Company initiated, and has substantially completed, an initiative to drive further operational efficiencies through a focused workforce reduction. The following table summarizes the activities related to the Company’s restructuring initiatives for fiscal 2024 and fiscal 2023 (in millions): Fiscal Year Ended January 31, 2024 Fiscal Year Ended January 31, 2023 Workforce Reduction Office Space Reductions Total Workforce Reduction Office Space Reductions Total Liability, beginning of the period $ 607 $ 0 $ 607 $ 0 $ 0 $ 0 Charges 541 447 988 683 145 828 Payments ( 1,003 ) ( 27 ) ( 1,030 ) ( 48 ) ( 25 ) ( 73 ) Non-cash items ( 27 ) ( 418 ) ( 445 ) ( 28 ) ( 120 ) ( 148 ) Liability, end of the period $ 118 $ 2 $ 120 $ 607 $ 0 $ 607 The liability for restructuring charges, which is related to workforce and office space reductions, is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets. The charges reflected in the table above related to workforce reduction included charges for employee transition, severance payments, employee benefits and share-based compensation. The charges reflected in the table above related to office space reductions included exit charges associated with those reductions. 11. Stockholders’ Equity The Company maintains the following stock plans: the ESPP, the 2013 Equity Incentive Plan and the 2014 Inducement Equity Incentive Plan (“2014 Inducement Plan”). Options issued have terms of seven years . The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions and fair value per share: Fiscal Year Ended January 31, 2024 2023 2022 Volatility 35 - 40 % 34 - 40 % 34 - 37 % Estimated life 3.5 years 3.5 years 3.5 years Risk-free interest rate 3.6 - 4.3 % 1.7 - 4.4 % 0.4 - 1.7 % Weighted-average fair value per share of grants $ 66.95 $ 62.10 $ 59.34 The Company estimated its future stock price volatility considering both its observed option-implied volatilities and its historical volatility calculations. Management believes this is the best estimate of the expected volatility over the expected life of its stock options and stock purchase rights. The estimated life for the stock options was based on an analysis of historical exercise activity. The risk-free interest rate is based on the rate for a U.S. government security with the same estimated life at the time of the option grant and the stock purchase rights. The estimated forfeiture rate applied is based on historical forfeiture rates. 84 Table of Contents Stock option activity for fiscal 2024 was as follows: Options Outstanding Shares Available for Grant (in millions) Outstanding Stock Options (in millions) Weighted- Average Exercise Price Aggregate Intrinsic Value (in millions) Balance as of January 31, 2023 73 23 $ 175.23 Increase in shares authorized: 2013 Equity Incentive Plan 10 Restricted stock activity ( 25 ) Exercised 0 ( 9 ) 152.71 Plan shares expired or canceled 2 ( 2 ) 203.25 Balance as of January 31, 2024 60 12 $ 185.77 $ 1,252 Vested or expected to vest 12 $ 185.00 $ 1,218 Exercisable as of January 31, 2024 8 $ 172.82 $ 882 The total intrinsic value of the options exercised during fiscal 2024, 2023 and 2022, was $ 0.6 billion, $ 0.2 billion, and $ 1.2 billion, respectively. The intrinsic value of options exercised during each year is calculated as the difference between the market value of the stock at the time of exercise and the exercise price of the stock option. The weighted-average remaining contractual life of vested and expected to vest options is approximately 3.9 years. As of January 31, 2024, options to purchase 8 million shares were vested at a weighted-average exercise price of $ 172.82 per share and had a weighted-average remaining contractual life of approximately 3.4 years. The total intrinsic value of these vested options based on the market value of the stock as of January 31, 2024 was approximately $ 0.9 billion. Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding (in millions) Weighted- Average Remaining Contractual Life (Years) Weighted- Average Exercise Price Number of Shares (in millions) Weighted- Average Exercise Price $ 1.34 to $ 150.15 2 2.6 $ 99.16 2 $ 94.06 $ 151.25 to $ 160.17 2 3.5 154.77 2 154.35 $ 161.50 to $ 186.51 2 3.5 166.95 1 162.75 $ 191.31 to $ 215.17 2 4.1 213.84 1 213.72 $ 218.21 3 5.0 218.21 1 218.21 $ 218.63 to $ 296.84 1 4.4 243.76 1 239.59 12 4.0 $ 185.77 8 $ 172.82 Restricted stock activity for fiscal 2024 was as follows: Restricted Stock Outstanding Outstanding (in millions) Weighted-Average Grant Date Fair Value Aggregate Intrinsic Value (in millions) Balance as of January 31, 2023 29 $ 204.62 Granted - restricted stock units and awards 14 199.85 Granted - performance-based stock units 1 195.67 Canceled ( 5 ) 201.86 Vested and converted to shares ( 11 ) 202.62 Balance as of January 31, 2024 28 $ 202.95 $ 7,738 Expected to vest 24 $ 6,706 Restricted stock, which upon vesting entitles the holder to one share of common stock for each share of restricted stock, has an exercise price of $ 0.001 per share, which is equal to the par value of the Company’s common stock, and generally vests over four years . The total fair value of shares vested during fiscal 2024 and 2023 was $ 2.5 billion and $ 2.1 billion, respectively. 85 Table of Contents In fiscal 2024, 2023 and 2022, the Company granted performance-based restricted stock unit awards to executive officers and other members of senior management. The performance-based restricted stock unit awards are subject to vesting based on the achievement of a market-based condition or a performance-based condition and a service-based condition. At the end of the service periods, which range from approximately one-year to four-years, these performance-based restricted stock units will vest in a percentage of the target number of shares between 0 and 200 percent, depending on the extent the market-based condition or performance-based condition, or both, is achieved. The aggregate expected stock-based compensation expense remaining to be recognized as of January 31, 2024 was as follows (in millions): Fiscal Period: Fiscal 2025 $ 2,497 Fiscal 2026 1,664 Fiscal 2027 868 Fiscal 2028 227 Total stock-based compensation expense $ 5,256 The aggregate expected stock-based compensation expense remaining to be recognized reflects only outstanding stock awards as of January 31, 2024 and assumes no forfeiture activity and no changes in the expected level of attainment of performance share grants based on the Company’s financial performance relative to certain targets. Common Stock The following number of shares of common stock were reserved and available for future issuance at January 31, 2024 (in millions): Options outstanding 12 Restricted stock awards and units and performance-based stock units outstanding 28 Stock available for future grant or issuance: 2013 Equity Incentive Plan 60 2014 Inducement Plan 1 Amended and Restated 2004 Employee Stock Purchase Plan 17 118 Preferred Stock The Company’s board of directors has the authority, without further action by stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series. The Company’s board of directors may designate the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on the Company’s common stock, diluting the voting power of its common stock, impairing the liquidation rights of its common stock, or delaying or preventing a change in control. As of January 31, 2024 and 2023, no shares of preferred stock were outstanding. Share Repurchase Program In August 2022, the Board of Directors authorized a program to repurchase up to $ 10.0 billion of the Company’s common stock (the “Share Repurchase Program”). In February 2023, the Board of Directors authorized an additional $ 10.0 billion in repurchases under the Share Repurchase Program, for an aggregate total authorized of $ 20.0 billion. The Share Repurchase Program does not have a fixed expiration date and does not obligate the Company to acquire any specific number of shares. Under the Share Repurchase Program, shares of common stock may be repurchased using a variety of methods, including privately negotiated and or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as part of accelerated share repurchases and other methods. The timing, manner, price and amount of any repurchases are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions. The Company accounts for treasury stock under the cost method. 86 Table of Contents During fiscal year ended January 31, 2024 and 2023, the Company repurchased approximately 36 million and 28 million shares of its common stock for approximately $ 7.7 billion and $ 4.0 billion, at an average price per share of $ 210.30 and $ 144.94 , respectively. All repurchases were made in open market transactions. As of January 31, 2024, the Company was authorized to purchase a remaining $ 8.3 billion of its common stock under the Share Repurchase Program. In February 2024, the Board of Directors authorized an additional $ 10.0 billion in repurchases under the Share Repurchase Program for an aggregate total authorization of $ 30.0 billion. 12. Income Taxes The domestic and foreign components of income before provision for (benefit from) income taxes consisted of the following (in millions): Fiscal Year Ended January 31, 2024 2023 2022 Domestic $ 4,045 $ 398 $ 1,338 Foreign 905 262 194 $ 4,950 $ 660 $ 1,532 The provision for (benefit from) income taxes consisted of the following (in millions): Fiscal Year Ended January 31, 2024 2023 2022 Current: Federal $ 940 $ 173 $ 6 State 199 216 ( 16 ) Foreign 417 397 352 Total 1,556 786 342 Deferred: Federal ( 640 ) ( 134 ) ( 181 ) State ( 182 ) ( 203 ) ( 57 ) Foreign 80 3 ( 16 ) Total ( 742 ) ( 334 ) ( 254 ) Provision for (benefit from) income taxes $ 814 $ 452 $ 88 A reconciliation of income taxes at the statutory federal income tax rate to the provision for (benefit from) income taxes included in the accompanying consolidated statements of operations is as follows (in millions): Fiscal Year Ended January 31, 2024 2023 2022 U.S. federal taxes at statutory rate $ 1,040 $ 139 $ 322 State, net of the federal benefit 19 29 ( 29 ) Effects of non-U.S. operations (1) 29 287 199 Tax credits ( 332 ) ( 239 ) ( 263 ) Non-deductible expenses 43 94 83 Foreign-derived intangible income deduction ( 56 ) ( 55 ) 0 (Windfall)/shortfall related to share-based compensation ( 36 ) 31 ( 323 ) Change in valuation allowance 101 171 101 Other, net 6 ( 5 ) ( 2 ) Provision for (benefit from) income taxes $ 814 $ 452 $ 88 (1) Fiscal 2024 Effects of non-U.S. operations included tax benefits from foreign tax credits attributable to recent IRS notices. Deferred Income Taxes Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. 87 Table of Contents Significant components of the Company’s deferred tax assets and liabilities were as follows (in millions): As of January 31, 2024 2023 Deferred tax assets: Losses and deductions carryforward $ 176 $ 268 Deferred stock-based compensation expense 219 312 Tax credits 760 1,055 Accrued liabilities 419 470 Intangible assets 1,899 1,976 Lease liabilities 818 912 Unearned revenue 37 78 Capitalized research & development 1,710 914 Other 81 86 Total deferred tax assets 6,119 6,071 Less valuation allowance ( 733 ) ( 633 ) Deferred tax assets, net of valuation allowance 5,386 5,438 Deferred tax liabilities: Capitalized costs to obtain revenue contracts ( 873 ) ( 913 ) Purchased intangible assets ( 1,030 ) ( 1,500 ) Depreciation and amortization ( 263 ) ( 304 ) Basis difference on strategic and other investments ( 181 ) ( 250 ) Lease right-of-use assets ( 636 ) ( 767 ) Total deferred tax liabilities ( 2,983 ) ( 3,734 ) Net deferred tax assets (liabilities) $ 2,403 $ 1,704 At January 31, 2024, for federal income tax purposes, the Company had net operating loss carryforwards of approximately $ 168 million, which expire in fiscal 2025 and through fiscal 2038 with the exception of post-2017 losses that do not expire, federal research and development tax credits of approximately $ 259 million, which expire in fiscal 2037 through fiscal 2044, foreign tax credits of approximately $ 164 million, which expire in fiscal 2029 through fiscal 2034. For California income tax purposes, the Company had net operating loss carryforwards of approximately $ 639 million which expire beginning in fiscal 2029 through fiscal 2043, California research and development tax credits of approximately $ 834 million, which do not expire. For other states' income tax purposes, the Company had tax credits of approximately $ 98 million, which expire beginning in fiscal 2030 through fiscal 2042, and insignificant net operating loss carryforwards. Utilization of the Company’s net operating loss carryforwards may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss and tax credit carryforwards before utilization. The Company had a valuation allowance of $ 733 million and $ 633 million as of January 31, 2024 and January 31, 2023 respectively. The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some or all of its deferred tax assets will not be realized. The Company evaluates and weighs all available positive and negative evidence such as historic results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. The assessment requires significant judgment and is performed in each of the applicable jurisdictions. The increase in the valuation allowance during fiscal 2024 was primarily due to state tax credits and certain U.S foreign tax credits that are not expected to be realized. At the end of January 31, 2024, the valuation allowance was primarily related to U.S. states’ net operating loss and tax credits and certain U.S foreign tax credits. The Company will continue to evaluate the need for valuation allowances for its deferred tax assets. Unrecognized Tax Benefits and Other Considerations The Company records liabilities related to its uncertain tax positions. Tax positions for the Company and its subsidiaries are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. 88 Table of Contents A reconciliation of the beginning and ending balance of total unrecognized tax benefits for fiscal years 2024, 2023 and 2022 is as follows (in millions): Fiscal Year Ended January 31, 2024 2023 2022 Beginning of period $ 1,975 $ 1,822 $ 1,479 Tax positions taken in prior period: Gross increases 53 53 25 Gross decreases ( 85 ) ( 45 ) ( 27 ) Tax positions taken in current period: Gross increases 287 227 358 Settlements ( 21 ) ( 40 ) 0 Lapse of statute of limitations ( 104 ) ( 12 ) ( 7 ) Currency translation effect ( 22 ) ( 30 ) ( 6 ) End of period $ 2,083 $ 1,975 $ 1,822 In fiscal 2024, 2023 and 2022, the Company reported a net increase of approximately $ 108 million, $ 153 million, and $ 343 million, respectively in its unrecognized tax benefits. For fiscal 2024, 2023 and 2022, total unrecognized tax benefits in an amount of $ 1.7 billion, $ 1.5 billion and $ 1.3 billion, respectively, if recognized, would have reduced income tax expense and the Company’s effective tax rate. The Company has recognized interest and penalties related to unrecognized tax benefits in the income tax provision of $ 29 million, $ 48 million and $ 21 million in fiscal 2024, 2023 and 2022, respectively. Interest and penalties accrued as of January 31, 2024, 2023 and 2022, were $ 136 million, $ 107 million and $ 58 million, respectively. Certain prior year tax returns are currently being examined by various taxing authorities in major tax jurisdictions including the United States, France and Israel. The Company currently considers U.S. federal, Japan, Australia, Germany, France, United Kingdom, Ireland and Israel to be major tax jurisdictions. The Company’s U.S. federal tax returns since fiscal 2008 remain open to examination, and non-U.S. tax returns generally remain open to examination since fiscal 2018. The Company believes that it has provided adequate reserves for its income tax uncertainties in all open tax years. As the outcome of the tax audits cannot be predicted with certainty, if any issues addressed in the Company's tax audits are resolved in a manner inconsistent with management's expectations, the Company could adjust its provision for income taxes in the future. The Company anticipates it is reasonably possible that an inconsequential decrease of its unrecognized tax benefits may occur in the next 12 months, as the applicable statutes of limitations lapse, ongoing examinations are completed, or tax positions meet the conditions of being effectively settled. 13. Net Income Per Share Basic earnings per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the fiscal period. Diluted earnings per share is computed by giving effect to all potential weighted average dilutive common stock, including options and restricted stock units. The dilutive effect of outstanding awards is reflected in diluted earnings per share by application of the treasury stock method. A reconciliation of the denominator used in the calculation of basic and diluted earnings per share is as follows (in millions): 4 Fiscal Year Ended January 31, 2024 2023 2022 Numerator: Net income $ 4,136 $ 208 $ 1,444 Denominator: Weighted-average shares outstanding for basic earnings per share 974 992 955 Effect of dilutive securities: Employee stock awards 10 5 19 Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share 984 997 974 The weighted-average number of shares outstanding used in the computation of diluted earnings per share does not include the effect of the following potentially outstanding common stock. The effects of these potentially outstanding shares 89 Table of Contents were not included in the calculation of diluted earnings per share because the effect would have been anti-dilutive (in millions): Fiscal Year Ended January 31, 2024 2023 2022 Employee stock awards 13 39 4 14. Legal Proceedings and Claims In the ordinary course of business, the Company is or may be involved in various legal or regulatory proceedings, claims or purported class actions related to alleged infringement of third-party patents and other intellectual property rights, commercial, corporate and securities, labor and employment, wage and hour and other claims. The Company has been, and may in the future be, put on notice or sued by third parties for alleged infringement of their proprietary rights, including patent infringement. In general, the resolution of a legal matter could prevent the Company from offering its service to others, could be material to the Company’s financial condition or cash flows, or both, or could otherwise adversely affect the Company’s reputation and future operating results. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. At this time, the Company is not able to reasonably estimate the amount or range of possible losses in excess of any amounts accrued, including losses that could arise as a result of application of non-monetary remedies, with respect to the contingencies it faces, and the Company’s estimates may not prove to be accurate. In management’s opinion, resolution of all current matters, including those described below, is not expected to have a material adverse impact on the Company’s financial statements. However, depending on the nature and timing of any such dispute, payment or other contingency, the resolution of a matter could materially affect the Company’s current or future results of operations or cash flows, or both, in a particular quarter. Slack Litigation Beginning in September 2019, seven purported class action lawsuits were filed against Slack, its directors, certain of its officers and certain investment funds associated with certain of its directors, each alleging violations of securities laws in connection with Slack’s registration statement on Form S-1 (the “Registration Statement”) filed with the SEC. All but one of these actions were filed in the Superior Court of California for the County of San Mateo, though one plaintiff originally filed in the County of San Francisco before refiling in the County of San Mateo (and the original San Francisco action was dismissed). The remaining action was filed in the U.S. District Court for the Northern District of California (the “Federal Action”). In the Federal Action, captioned Dennee v. Slack Technologies, Inc., Case No. 3:19-CV-05857-SI, Slack and the other defendants filed a motion to dismiss the complaint in January 2020. In April 2020, the court granted in part and denied in part the motion to dismiss. In May 2020, Slack and the other defendants filed a motion to certify the court’s order for interlocutory appeal, which the court granted. Slack and the other defendants filed a petition for permission to appeal the district court’s order to the Ninth Circuit Court of Appeals, which was granted in July 2020. Oral argument was heard in May 2021. On September 20, 2021, the Ninth Circuit affirmed the district court’s ruling. Slack filed a petition for rehearing with the Ninth Circuit on November 3, 2021, which was denied on May 2, 2022. Slack filed a petition for a writ of certiorari with the U.S. Supreme Court on August 31, 2022, which was granted on December 13, 2022. On June 1, 2023, the Supreme Court issued a unanimous decision vacating the Ninth Circuit’s decision and remanded for further proceedings. The Ninth Circuit ordered the parties to submit additional briefing in light of the Supreme Court’s decision. That briefing has concluded, and the parties await rulings from the Ninth Circuit. The state court actions were consolidated in November 2019, and the consolidated action is captioned In re Slack Technologies, Inc. Shareholder Litigation, Lead Case No. 19CIV05370 (the “State Court Action”). An additional state court action was filed in San Mateo County in June 2020 but was consolidated with the State Court Action in July 2020. Slack and the other defendants filed demurrers to the complaint in the State Court Action in February 2020. In August 2020, the court sustained in part and overruled in part the demurrers, and granted plaintiffs leave to file an amended complaint, which they filed in October 2020. Slack and the other defendants answered the complaint in November 2020. Plaintiffs filed a motion for class certification on October 21, 2021, which remains pending. On October 26, 2022, the court stayed the State Court Action pending resolution of Slack’s petition for a writ of certiorari in the Federal Action. The State Court Action remains stayed pending resolution of the appellate proceedings in the Federal Action. The Federal Action and the State Court Action seek unspecified monetary damages and other relief on behalf of investors who purchased Slack’s Class A common stock issued pursuant and/or traceable to the Registration Statement. 90 Table of Contents 15. Subsequent Events Business Combination In February 2024, the Company acquired all outstanding stock of Spiff, Inc. ("Spiff”), a software company that provides incentive compensation management solutions. The acquisition date fair value of the consideration transferred for Spiff, inclusive of the Company's previous ownership interest, was approximately $ 429 million, and consisted primarily of $ 374 million in cash paid at closing. Dividend Declaration On February 28, 2024, the Company announced a cash dividend of $ 0.40 per share of the Company’s outstanding common stock, payable on April 11, 2024 to stockholders of record as of the close of business on March 14, 2024. 91 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.