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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
xAnnual Reportreport pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended January 31, 20182023
OR
¨Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to .
Commission File Number: 001-32224
salesforce.com, inc.Salesforce, Inc.
(Exact name of registrantRegistrant as specified in its charter)
Delaware94-3320693
(State or other jurisdiction of

incorporation or organization)
(IRS Employer

Identification No.)
The Landmark @ One Market, Suite 300Salesforce Tower
415 Mission Street, 3rd Fl
San Francisco, California 94105
(Address of principal executive offices)
Telephone NumberNumber: (415) 901-7000
(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareCRMNew York Stock Exchange Inc.

Securities registered pursuant to section 12(g) of the Act:
Not applicable
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes  ¨    No  x
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  x    No  ¨
Indicate by check mark whether the Registrant has submitted electronically, and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”filer,”


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“smaller reporting company” and “smaller reporting“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filerAccelerated filer  
Large accelerated filerxAccelerated filer  ¨
Non-accelerated filer
¨  (Do not check if a smaller reporting company)
Smaller reporting company¨
Emerging growth company¨
If an emerging growth company, indicate by check mark if the registrantRegistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨
Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x
Based on the closing price of the Registrant’s Common Stock on the last business day of the Registrant’s most recently completed second fiscal quarter, which was July 31, 2017,2022, the aggregate market value of its shares (based on a closing price of $90.80$184.02 per share) held by non-affiliates was approximately $45.5$164.4 billion. Shares of the Registrant’s Common Stock held by each executive officer and director and by each entity or person that owned 5 percent or more of the Registrant’s outstanding Common Stock were excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 28, 2018,March 7, 2023, there were approximately 731.5 million1.0 billion shares of the Registrant’s Common Stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement for its 20182023 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of the Registrant’s fiscal year ended January 31, 2018,2023, are incorporated by reference in Parts II andPart III of this Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K.



INDEX



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INDEX
Page No.
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 4A.
PART II
Page No.
PART I
Item 1.5.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 4A.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.PART III
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.




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FORWARD-LOOKING INFORMATION
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Words such as “expects,” “anticipates,” “aims,” “projects,” “intends,” “plans,” “believes,” “estimates,” “seeks,” “assumes,” “may,” “should,” “could,” “would,” “foresees,” “forecasts,” “predicts,” “targets,” “commitments,” variations of such words and similar expressions are intended to identify such forward-looking statements, which may consist of, among other things, trend analyses and statements regarding future events, future financial performance, anticipated growth, industry prospects, our business plans and industry prospects.growth strategy, our commitments, goals, aims or aspirations regarding environmental, social and governance matters, including climate change and diversity and inclusion, our strategies, expectations or plans regarding our investments, including strategic investments or future acquisitions, our beliefs or expectations regarding our competition, our intentions regarding use of future earnings or dividends, our expectations regarding attrition rates, our expectations regarding the Restructuring Plan, including with respect to timing or costs, our expectations regarding investing in human capital and technology or our beliefs or expectations regarding working capital, capital expenditures, debt maintenance or commitments. These forward-looking statements are based on current expectations, estimates and forecasts, as well as the beliefs and assumptions of our management, and are subject to risks and uncertainties that are difficult to predict, including: the effectimpact of, generaland actions we may take in response to, the COVID-19 pandemic, related public health measures and resulting economic downturn and market conditions; the impact of foreign currency exchange ratevolatility; our ability to maintain security levels and interest rate fluctuations on our results; our business strategy and our plan to build our business, including our strategy to be the leading provider of enterprise cloud computing applications and platforms; the pace of change and innovation in enterprise cloud computing services; the competitive nature of the market in which we participate; our international expansion strategy; our service performance meeting the expectations of our customers, and security, including the resources and costs required to avoid unanticipated downtime and prevent, detect and remediate potentialperformance degradation and security breaches; the expenses associated with newour data centers and third-party infrastructure providers; our ability to secure additional data center capacity; real estate and office facilities space; our operating results and cash flows; new services and product features; our strategy of acquiring or making investments in complementary businesses, joint ventures, services, technologies and intellectual property rights; the performance and fair value of our investments in complementary businesses through our strategic investment portfolio; our ability to realize the benefits from strategic partnerships and investments; our ability to successfully integrate acquired businesses and technologies; our ability to continue to grow and maintain deferred revenue and unbilled deferred revenue; our ability to protect our intellectual property rights; our ability to develop our brands; our reliance on third-party hardware, software and platform providers; our dependency on the development and maintenance of the infrastructure of the Internet; the effect of evolving domestic and foreign government regulations, including those related to the provision of services on the Internet, those related to accessing the Internet, and those addressing data privacy, cross-border data transfers and import and export controls; current and potential litigation involving us or our industry, including litigation involving acquired entities such as Tableau Software, Inc. and Slack Technologies, Inc., and the resolution or settlement thereof; regulatory developments and regulatory investigations involving us or affecting our industry; our ability to successfully introduce new services and product features, including any efforts to expand our services; the success of our strategy of acquiring or making investments in complementary businesses, joint ventures, services, technologies and intellectual property rights; our ability to complete, on a timely basis or at all, announced transactions; our ability to realize the benefits from acquisitions, strategic partnerships, joint ventures and investments, and successfully integrate acquired businesses and technologies; our ability to compete in the markets in which we participate; the success of our business strategy and our plan to build our business, including our strategy to be a leading provider of enterprise cloud computing applications and platforms; our ability to execute our business plans; our ability to continue to grow unearned revenue and remaining performance obligation; the pace of change and innovation in enterprise cloud computing services; the seasonal nature of our sales cycles; our ability to limit customer attrition and costs related to those efforts; the success of our international expansion strategy; the demands on our personnel and infrastructure resulting from significant growth in our customer base and operations, including as a result of acquisitions; our ability to preserve our workplace culture, including as a result of our decisions regarding our current and future office environments or work-from-home policies; our dependency on the development and maintenance of the infrastructure of the Internet; our real estate and office facilities strategy and related costs and uncertainties; fluctuations in, and our ability to predict, our operating results and cash flows; the variability in our results arising from the accounting for term license revenue products; the performance and fluctuations in the fair value of our investments in complementary businesses through our strategic investment portfolio; the impact of future gains or losses from our strategic investment portfolio, including gains or losses from overall market conditions that may affect the publicly traded companies within our strategic investment portfolio; our ability to protect our intellectual property rights; our ability to maintain and enhance our brands; the impact of foreign currency exchange rate and interest rate fluctuations on our results; the valuation of our deferred tax assets;assets and the release of related valuation allowances; the potential availability of additional tax assets in the future; the impact of new accounting pronouncements and tax laws, including the U.S. Tax Cuts and Jobs Act, and interpretations thereof;laws; uncertainties affecting our ability to estimate our tax rate; uncertainties regarding our tax obligations in connection with potential jurisdictional transfers of intellectual property, including the tax rate, the timing of the transfer and the value of such transferred intellectual property; uncertainties regarding the effect of general economic, business and market conditions, including inflationary pressures, general economic downturn or recession, market volatility, increasing interest rates and changes in monetary policy; the impact of geopolitical events, includingthe recent conflict in Europe; uncertainties regarding the impact of expensing stock options and other equity awards; the sufficiency of our capital resources; factors relatedour ability to execute our outstanding convertible notes, revolving credit facility, term loan and loan associated with 50 Fremont; complianceShare Repurchase Program; our ability to comply with our debt covenants and capital lease obligations; current and potential litigation involving us; and the impact of climate change.change, natural disasters and actual or threatened public health emergencies; the expected benefits of and timing of completion of the Restructuring Plan and the expected costs and charges of the Restructuring Plan, including, among other things, the risk that the restructuring costs and charges may be greater than we anticipate, the risk that the Company’s restructuring efforts may adversely affect the Company’s internal programs and the Company’s ability to recruit and retain skilled and motivated personnel and may be distracting to employees and management, the risk that the Company’s restructuring efforts may negatively impact the Company’s business operations and reputation with or ability to serve customers, and the risk that the Company’s restructuring efforts may not generate their intended benefits to the extent or as quickly as anticipated; and our ability to achieve our aspirations, goals and projections related to our environmental, social and governance initiatives. These and other risks and
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uncertainties may cause our actual results to differ materially and adversely from those expressed in any forward-looking statements. Readers are directed to risks and uncertainties identified below under “Risk Factors” and elsewhere in this report for additional detail regarding factors that may cause actual results to be different than those expressed in our forward-looking statements. Except as required by law, we undertake no obligation to revise or update publicly any forward-looking statements for any reason.
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PART I.

ITEM 1.    BUSINESS
Overview
Salesforce is a global leader in customer relationship management or CRM, software. We deliver our cloud-based software through the internet as a service. We introduced our first CRM solution(“CRM”) technology that brings companies and their customers together. Founded in 2000,1999, we enable companies of every size and have since expanded our service offerings into new areas and industries, as well as introduced new features and platform capabilities. Our core mission isindustry to empower our customerstake advantage of powerful technologies to connect withto their customers in entirelya whole new ways through cloud, mobile, social, Internetway and help them transform their businesses around the customer in this digital-first world.
Our Customer 360 platform unites sales, service, marketing, commerce and IT teams by connecting customer data across systems, apps and devices to create a complete view of Things (“IoT”)customers. With this single source of customer truth, teams can be more responsive, productive and artificial intelligence (“AI”) technologies.efficient, deliver intelligent, personalized experiences across every channel and increase productivity. With Slack, we provide a digital headquarters where companies, employees, governments and stakeholders can collaborate to create success from anywhere.
Our Customer 360 service offerings are designed to be intuitiveflexible, scalable and easy to use. They can generally be configured easily, deployed rapidly via mobile devices and major internet browsers, configured easily and integrated with other platforms and enterprise applications. We sell to businesses of all sizes and in almost every industry worldwide, primarily on a subscription basis, primarily through our direct sales efforts and also indirectly through partners. Through our platform and other developer tools, weWe also enable third parties to developuse our platform and developer tools to create additional functionality and new applications or apps, that run on our platform, which are sold separately from, or in conjunction with, our service offerings.
We deliverSalesforce is committed to a comprehensive portfolio of service offerings including sales force automation, customer service and support, marketing automation, digital commerce, community management, collaboration, industry-specific solutions and the Salesforce Platform, also referred to as the Customer Success Platform, which includes Trailhead, Einstein AI, Lightning, IoT, Heroku, Analytics and the AppExchange.

Salesforce operates with acore set of core values: trust, growth,customer success, innovation, equality and equality. At Salesforce,sustainability. Foremost among these is trust, which is the foundation for everything we believe nothing is more important than the trust of our customers. Customersdo. Our customers trust our technology to deliver the highest levels of security, reliabilityprivacy, performance, compliance and availability at scale. OurCustomer success is at the core of our business and we align the entire company around our customers’ needs to ensure their success and prove our value. We believe in continuous innovation, enabling our customers to access the latest technology advances so they can innovate and stay ahead in their industries. Equality is a core tenet of how we run our business. We value the equality of every individual at our company and in our communities. We believe that creating a diverse workplace that reflects the communities we serve and fostering an inclusive culture where everyone feels seen, heard and valued makes us a better company. Finally, we believe the world is in a climate crisis and that sustainability, including bold climate action, is the only way forward. We are committed to ambitious climate leadership solutions, and we're bringing the full power of Salesforce to help organizations achieve net zero emissions.
We believe that our values create value, and the democratizationbusiness of both technologybusiness is to make the world a better place for all of our stakeholders, including stockholders, customers, employees, partners, the planet and innovation drives customer success,the communities in which in turn drives mutual growth.
we work and live. Salesforce also believes inis committed to giving back.back to our communities, closing the inequality gap and helping businesses grow while protecting the environment for future generations. We pioneered, and have inspired other companies to adopt, an integrated philanthropy model called the 1-1-1 model, which leverages 1% of a company's equity, employee time and product to help improve communities around the world. In addition,believe we have spearheaded initiativesa broad responsibility to society, and we aspire to create a world where equal pay, equal advancement, equal opportunityframework for the ethical and equalhumane use of technology that not only drives the success of our customers, but also upholds the basic human rights become a reality for our employeesof every individual. We are committed to transparent environmental, social and governance disclosures and maintaining programs that support the broader world. We also strive to play a meaningful role in creating a sustainable, low-carbon future by delivering a carbon neutral cloud, operating as a net-zero greenhouse gas emissions company and by working to achieve our goalsuccess of 100 percent renewable energy for our global operations.
We were incorporated in Delaware in February 1999, and our principal executive offices are located in San Francisco, California. Our principal website address is www.salesforce.com and our office address is The Landmark @ One Market, Suite 300, San Francisco, California 94105.these initiatives.
Our Cloud Service Offerings
We believe that every business, in every industry, has to optimize for a digital-first customer, employee and partner experience, leveraging customer data to become more responsive and connect with their customers through digital channels. Our cloudindustry-leading Customer 360 platform spans sales, service, marketing, commerce, collaboration, integration, artificial intelligence, analytics, automation and more. It empowers our customers to work together, from anywhere, to deliver seamless, connected, personalized experiences for their customers. Our customers can select from our integrated Customer 360 solutions for any team, in any industry and for companies of any size, to get a single source of truth and complete view of their customers.
Customer 360 service offerings are as follows:designed to work together and include:
Sales. Our Sales Cloud. The Sales Cloudoffering empowers sales teams of companies to efficiently manage and automate their entire sales process from leads to opportunities to billing, allowing them to sell faster, smarter and in the way they want. No matter the industry, role or company size,Our customers use our Sales Cloud enables companiesoffering to store data, monitor leads and progress, forecast opportunities, gain insights through analytics and relationship intelligence and deliver quotes, contracts and invoices. Our Sales offerings enable teams to work from anywhere in the office, on the go or at home and support the changing expectations of customers in a digital-first world.
Service. Our Service Cloud. The Service Cloudoffering enables companies to deliver smarter, fastertrusted and morehighly personalized customer service and support. Our customerssupport at scale. Organizations use theour Service Cloudoffering to connect their service agents with customers anytime and anywhere, on popular devices and across multiple channels:channels — from the phone and email messaging, chat, live video, SMS,to self-service web portals and social networks, online communitiesmedia — allowing customers to engage with companies in the ways that best suit them. Our Service offering also helps our customers’ customers resolve routine issues by engaging with AI-powered chatbots that provide informed recommendations and directly within their own products and mobile apps.suggested next steps. In addition, Service Cloud also offers a field
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service solution that enables companies to connect agents, dispatchers and mobile employees through one centralized platform, on which they can schedule and dispatch work intelligently and track and manage jobs in real-time.
Platform and Other.
Platform. Our Platform offering is an easy, flexible platform that enables companies of all sizes, locations and industries to build business apps that bring them closer to their customers, with drag-and-drop tools that boost efficiency, increase productivity and save on IT costs. It is an agile and trusted way for enterprises to innovate and deliver digital transformation at scale. Platform offers industry-leading trust, security and availability, built-in compliance and automatic upgrades. Integrated platform services, such as automation, AI and real-time data processing, make it easier for customers to utilize those capabilities in their Salesforce applications. Platform also includes Trailhead, our free online learning platform that allows anyone to learn in-demand Salesforce skills, including administering our services and developing on Platform. With myTrailhead, customers can personalize Trailhead for their business to empower learning and enablement at their company.
Slack. Our Slack offering is a system of engagement that digitally connects employees, customers, partners and systems with every application and every workflow. Slack enables organizations to build a digital headquarters and work more efficiently by supporting the way people naturally work together, in real-time or asynchronously, in-person or remote and structured or informal. We continue to innovate and integrate Slack across our Customer 360 platform.
Marketing Cloud. Theand Commerce.
Marketing. Our Marketing Cloudoffering enables companies to plan, personalize and optimize one-to-one customer marketing journeys, including interactions across email, mobile, social, web, Web3 and connected products. In addition, companies can segmentMarketing enables our customers to provide an integrated customer experience across their customers' journey with real-time personalization, and target audiences to power precise digitaloptimize overall marketing at scale.impact with integrated analytics. With theour Marketing Cloud,offering, customer data can also be integrated with theour Sales Cloudoffering and our Service Cloudoffering in the form of leads, contacts and customer service cases to give companies a complete viewsingle source of truth for their customers.
Commerce. Our Commerce Cloud. The Commerce Cloudoffering empowers brands to unify the customershopping experience across allmany points of commerce, including mobile, web, social and store. With embedded AI that delivers aThrough personalized, connected shopping experience,experiences and a robust partner ecosystem, our Commerce Cloudoffering helps companies drive increased engagement, conversion, revenueloyalty and loyaltyrevenue from their customers. Our Commerce offering also delivers click-to-code tools that provide customers with the ability to choose how they build and deploy our solutions quickly around their customers as markets, industries and customers change.
Community Cloud. The Community Cloud enables companiesData.
Analytics. Our Analytics offering, including Tableau, provides customers with an advanced, end-to-end analytics solution serving a broad range of enterprise use cases. Analytics offers customers intelligent analytics capabilities to better see and understand their business data, enabling them to work more efficiently, use advanced AI models, spot trends, predict outcomes, get timely recommendations and take action from any device.
Integration. Our Integration offering, powered by MuleSoft, makes it easy to connect data from any system to deliver truly connected experiences. MuleSoft helps our customers unlock, unify and secure their data, use discoverable, reusable APIs and integrations and increase their speed and agility to quickly create connected experiences. MuleSoft allows our customers to unlock data across their enterprise, which can create new revenue opportunities, increase operational efficiency and manage trusted, branded digital destinationscreate differentiated customer experiences.
Other Customer 360 Service Offerings
In addition to our solution specific service offerings, we have specialized solutions that work across all offerings to support the capabilities our customers’ business needs. These additional service offerings include:
Customer Data Cloud. At Dreamforce 2022, we announced the Genie Customer Data Cloud (“Genie”), a hyperscale real-time data platform that powers the entire Salesforce Customer 360 platform. With Genie, companies can power seamless, highly personalized experiences across sales, service, marketing and commerce that continuously adapt to changing customer information and needs in real time. Genie ingests and stores real-time data streams at scale and combines it with Salesforce transactional data and includes built-in connectors that bring in data from every channel, legacy data through MuleSoft, and historical data from proprietary data lakes. With Tableau for Genie, customers partners and employees. This allows companies to engage and collaborate directly with groups of people by giving them access to relevant information, apps and experts.
Quip. The Quip collaboration platform combines documents, spreadsheets, apps, and chat with live CRM data to deliver a central hub for teams to create, collaborate and get work done. Built mobile-first, Quip breaks down communication barriers and silos to enablein every business to collaborate online, offlinecan visualize, automate, explore and from any device.act on data in real time.
Industry Offerings. ToVerticals. Our industry vertical service offerings are suited to meet the needs of our customers in certainspecific industries, we alsosuch as financial services, healthcare and life sciences, manufacturing and more. They include out-of-the-box capabilities that provide solutionsthe speed and flexibility to keep up with changing times and customer demands, accelerating time to value.
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Salesforce Easy. We offer Salesforce Easy, which is designed and priced for Financial Services, Healthcaresmall and Government. Financial Services Cloud enables retail bankingmedium-sized businesses and wealth management institutions to bring together disparate lines of business, geographies and channels to put customers at the center of every interaction. For example, Health Cloud is a patient and member relationship platform that harnesses our cloud, social and mobile technologies to deliver more personalized engagement by providing a complete view of the patient, intelligent care collaboration and a connected patient engagement experience. Government Cloud provides departments and agencies with a group of connected cloud services and solutions enabling any agency to build modern, connected app experiences that empower them to work faster, smarter and the way they want.
Salesforce Platform. The Salesforce Platform includes tools customers can leverage to build intelligent and connected enterprise apps. Thousands of partner-built apps and millions of custom apps built by customers have been developed on the Salesforce Platform. The Salesforce Platform also offers a full continuumpurpose-built Customer 360 solution. With ease of AI, no-code, low-codepurchase through self serve and code developmentcustomized out-of-the-box features, Easy helps customers increase productivity, save time and integration services, including Trailhead, Einstein AI, Lightning, IoT, Heroku, Analytics and the AppExchange.

Trailhead is our free, gamified, interactive online learning platform, where anyone can become a Trailblazer by learning in-demand skills, including administering our services and developing on the Salesforce Platform.
Einstein AIis a set of advanced AI capabilities embedded across the entire Salesforce Platform that automatically discovers relevant insights, predicts future behavior, proactively recommends best next actions and automates tasks.
Salesforce Lightningis a component-based experience, platform and ecosystem that allows customers to create apps fast with clicks, not code.
IoT is a platform service that allows businesses to use IoT data at scale with tools to create rules-based automation to deliver proactive sales, service and marketing.
Heroku is an app development Platform-as-a-Service for building mobile and web customer apps.
Analytics delivers complete, intelligent analytics so customers can explore their business data, uncover new insights, make smarter decisions and take action from any device.
AppExchange is an enterprise cloud marketplace that allows customers to extend the Salesforce Platform to every department and every industry with more than 5,000 solutions, 5,000,000 customer installs and 70,000 peer reviews.
Success Cloud. We offer professional services to help customers achieve business results faster with Salesforce solutions. Our architects and innovation program teams act as advisors to plan and execute digital transformations for our customers. We provide best-practices based support and adoption programs globally. In addition, we provide more advanced education, including instructor-led and online courses to certify our customers and partners on architecting, administering, deploying and developing our service offerings.cut costs.
Business Benefits of Using Our SolutionSolutions
The key advantages of our solutionsolutions include but are not limited to the following:
Secure, private, an industry-leading CRM integrated platform for business-to-business, business-to-consumer and business-to-employee for the all-digital, work-from-anywhere world;
scalable, efficient and reliable. Our services have been designed to provide our customers with high levelsflexible solutions for any size company or industry;
a single source of performance, reliability and security. We have built, and continue to invest in, a comprehensive security infrastructure, including firewalls, intrusion detection systems and encryption for transmission over the Internet, which we monitor, test and update on an ongoing basis. We built and maintain a multi-tenant application architecturetruth that has been designed to enable our services to scale securely, reliably and cost effectively considering, among other things, the Framework for Improving Critical Infrastructure Cybersecurity issued by the National Institute of Standards and Technology, which assembles standards, guidelines and practices. Our multi-tenant application architecture maintains the integrity and separation ofconnects customer data while still permitting all customers to use the same application functionality simultaneously. Our cloud services have received an extensive set of third-party data protection compliance certifications and attestations across geographical regions and industries, demonstrating our unwavering commitment to customer trust.
Rapid deployment and lower total cost of ownership. Our services can be deployed rapidly since our customers do not have to spend time procuring, installing or maintaining the servers, storage, networking equipment, security products or other hardware and software. We enable customers to achieve up-front savings relative to the traditional enterprise software model. Customers benefit from the predictability of their future costs since they generally pay for the service on a per subscriber basis for the term of the subscription contract. We further reduce the total cost of ownership of our cloud services over the subscription term by delivering multiple releases per year which automatically introduce new features and functionality, while preserving previous customizations and integrations that minimize additional customer engineering investment for compatibility.
Ease of integration and configuration. Our customers and partners are able to integrate and configure our solutions with existing applications quickly and seamlessly. We provide a set of application programming interfaces (“APIs”) that enable customers and independent software developers to both integrate our solutions with existing third-party, custom and legacysystems, apps and writedevices to help companies sell, service, market and conduct commerce from anywhere;
the ability to unlock companies’ customer data across their own application services that integratebusiness, see and understand their data with our solutions. For example, many of ouradvanced analytics, make predictions with pervasive AI, automate tasks and personalize every interaction;
the ability to collaborate easily with customers, use our Salesforce Platform API to move customer-related data from custom-developedemployees, partners and packaged applications into our services on a periodic basis to provide greater visibility into their activities. Administrators,systems;
modern low-code and no code tools powered by leading edge AI, which empowers developers and business users can also take advantageto create digital experiences and configure and automate business processes to fit the needs of our custom-branded tool setsany business, accelerating time to value;
the ability to accelerate adoption and drive results with point-and-click easepurpose-built, compliant tools and processes that deliver out-of-the-box functionality, security and interoperability; and
an enterprise application marketplace and a community of over eighteen million Trailblazers: passionate developers, admins and experts who use Salesforce to develop reusable components to tailorinnovate and extend the CRM experienceplatform with AI, IoT datathousands of partner apps.
Our Business and content.Growth Strategy
Ease of use.We have designed our solutionscontinue to be intuitive and easy to use. Our solutions contain many modern and recognizable tools and features that are similar to popular consumer websites, which provide a more familiar user experience than traditional enterprise software. As a result, our users can often use and gain benefit from our solutions with minimal training.
Rapid development of apps. Our customers and third-party developers can create apps rapidly because of the ease of use and the benefits of a multi-tenant platform. We provide the capability for business users to configure our applications to suit their specific needs and also support a variety of programming languages so developers can code complex apps spanning

multiple business processes. By providing infrastructure and development environments on demand, we provide developers the opportunity to create new and innovative apps without having to investexpand in hardware. Developers can create, test and support their apps on the Salesforce Platform and make their apps accessible for a subscription fee to customers. With millions of installations of third-party developed apps, the AppExchange demonstrates the growing Salesforce ecosystem.
Continuous innovation. We release hundreds of new features toaddressable markets across all of our service offerings, providing additional opportunities for growth in our business and results. We continue to focus on several key growth levers, including driving multiple service offering adoption, increasing our penetration with enterprise and international customers multiple times a year. Our metadata-driven, multi-tenant cloud enables every customer to run theirand our industry-specific reach with more vertical software solutions. We orient our business on the latest release without disruption. We readily embrace the ideasstrategy and opinions of our Trailblazer community, comprised of customers, innovators, technology disruptors and global shapers, through our Ideas Exchange, which is a forum to provide feedback and suggest new features for future service releases. Because we deploy all upgrades on our servers, new features and functionality automatically become part of our service on the upgrade release date, benefiting all of our customers immediately.
Positive environmental impact. Our multi-tenant cloud computing model has a much smaller environmental footprint than traditional Information Technology ("IT") hardware and software. When organizations move business applications to Salesforce, they can significantly reduce their energy use and carbon footprint compared to traditional on-premises solutions.
Our Growth Strategy
We invest for future growth by focusing on the following key priorities:
Cross selling and upselling.Expand relationships with existing customers. We see significant opportunityopportunities to deepen existing customer relationships through cross-selling and upselling our relationshipsservice offerings. For example, we continue to focus on driving multiple service offering adoption, which provides our customers with our existing customers.a one-stop-shop for their front-office business technology needs. As our customers realize the benefits of our services,entire suite of service offerings, we aim to upgrade the customercustomers’ experience with premium editionsnew products and features, and gain additional subscriptions by targeting new functional areas and business units, ultimately becomingunits. Finally, we aim to expand our customers' trusted advisors, inspiring enterprise-wide digital transformation and accelerating strategic engagements through direct discussionsrelationships with the highest levels of our customers' executive management.
Extending existing service offerings. We offer multiple editions of our service offerings at different price points to meet the needs of customers of different sizes and we have designed our solutions to accommodate new features and functionality. We intend to continue to extend all editions of our service offerings with new features, functions and increased security through our own development, acquisitions and partnerships. Over the past year, for example,additional support offerings.
Increase geographic reach. By extending our go-to-market capabilities globally, we have invested heavily in the AI capabilities of Einstein, which allows users ofaim to grow our productsbusiness by selling to deliver more predictive customer experiences, as well as innovations like Lightning and Trailhead that elevate the entire platform.
Reducing customer attrition. Our goal is to have all of our customers renew their subscriptions prior to the end of their contractual terms. We run customer success and other related programs in an effort to secure renewals of existing customers.
Expanding and strengthening the partner ecosystem. We continue to work with strategic system integrators (SIs) and independent software vendors (ISVs) to reach new markets and industries, offer a variety of solutions and apps through the AppExchange, and address the business requirements of both current and future customers.
International expansion. We continue to increase our investment in our international go-to-market resources, operations and infrastructure to deliver the highest quality service to our customers around the world.
Targeting vertical industries. To meet the needs of our customers in certain industries, we also provide solutions specifically built for certain vertical industries, such as financial services, healthcare and public sector.
Expanding into new horizontal markets. As part of our growth strategy, which is driven both organically and through acquisitions, we are delivering innovative solutions in new categories, including analytics, commerce and IoT.
Extending go-to-market capabilities. We believe that our offerings provide significant value for businesses of any size.regions. We will continue to pursue businesses of all sizes in top industries andmost major regionsmarkets globally, primarily through our direct sales force. We have steadily increased andalso plan to continue to increase the number of direct sales professionals we employ, and we intend to develop additionalindirect distribution channels for our solutions around the globe.globe and new go-to-market strategies. We continue to invest in our domestic and international operations and infrastructure to deliver the highest-quality service to our customers around the world.
EnsuringFocus on industries and new products. As part of our growth strategy, we are delivering innovative and value-driven solutions in new categories based on our existing and potential customers’ needs. For example, we provide out-of-the-box solutions specifically built for customers in certain industries, such as financial services, healthcare and life sciences, manufacturing and more. In addition, through direct discussions and strategic engagements with our customers, we are able to deliver the innovations and enhancements that align with the needs of our customers. As a result of customer feedback, in fiscal 2023 we developed Genie, which allows our customers to ingest, transform, harmonize, unify and visualize data across all of our industry solutions in real time.
Leverage our partner ecosystem. The Customer 360 Platform enables customers, independent software vendors (“ISVs”) and third-party developers to create, test and deliver cloud-based apps. These apps can be marketed and sold on the AppExchange, our enterprise cloud marketplace, or sold directly by software vendors. In addition, we rely on our consulting partners to deliver technology solutions and expertise to customers, from large-scale implementations to more limited solutions that help businesses run more efficiently. We continue to work with and invest in our partner ecosystem, including these ISVs and system integrators (“SIs”), to accelerate our reach into new markets and industries.
Promote strong customer adoption. adoption and reduce customer attrition. We believe that we have the people, processes and proven innovation to help companies transform successfully. WeOur customer success programs, including success management resources, advisory services, technical architects and business strategists, help enable and accelerate our customers’ digital transformations. In addition, we have free, curated resources such as Trailhead to help companies learn our systems and a
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community of Trailblazers who drive innovation. With these programs and resources, we aim to speed, as well as advisory services, technical architectsreduce attrition and business strategists to enablesecure renewals of existing customer subscriptions.
Mergers and accelerate digital transformation.Acquisitions and Strategic Investments
Encouraging the development of third-party applications on our cloud computing platform. The Salesforce Platform enables customers, ISVs and third-party developers to create and deliver cloud-based apps. It is a platform on which apps can be created, tested, published and run. In addition, these apps can be marketed and sold on the AppExchange or sold directly by software vendors. We believe our ecosystem of developers and software vendors will address the business requirements of both current and future customers.
In addition to the key elements of our business strategy described above, from time to time, we evaluate opportunities to acquire or invest in complementary businesses, services, technologies and intellectual property rights. Thisto complement our organic innovation and advance the development of our Customer 360 Platform. Our evaluation resultedseeks to ensure that any potential acquisition accelerates our Customer 360 strategy, and represents an attractive customer opportunity, there is a way to effectively monetize the acquired products and drive significant operational efficiencies and there is a clear timeline for value accretion. Our acquisitions can range in size and complexity, from those that enhance or complement existing products and accelerate development of features to large-scale acquisitions that result in new service offerings. Our goal is to prioritize the use of our acquisitionbalance sheet, through cash and debt, to complete acquisitions without diluting shareholders. Our Board of severalDirectors’ Mergers and Acquisitions Committee, which oversaw risks related to mergers, acquisitions and investments, including with respect to the integration of acquired technology and employees, was dissolved effective as of March 1, 2023.
We also manage a portfolio of strategic investments in both privately held and publicly traded companies focused primarily on enterprise cloud companies, technology startups and system integrators. Our investments range from early to late stage companies, including investments made concurrent with a company’s initial public offering. We invest in companies that we believe are digitally transforming their industries, improving customer experiences, helping us expand our solution ecosystem or supporting other corporate initiatives. We plan to continue making these types of strategic investments as opportunities arise that we find attractive, including investments in companies representing targeted geographies, businesses and technological initiatives. Our strategy includes growing our strategic investment portfolio, in part, by reinvesting proceeds from the past few years.

sales of strategic investments.
Technology, Development and Operations
We primarily deliver our Salesforce solutions as highly scalable cloud computing application and platform services on a multi-tenant technology architecture. Multi-tenancy is an architectural approach that allows us to operate a single application instance for multiple organizations, treating all customers as separate tenants who run in virtual isolation from each other. This approach allows us to spread the cost of delivering our services across our user base and scale our business faster than traditional software vendors while focusing our resources on building new functionality.functionality and enhancing existing offerings.
We have historically provided and continue to provide the majority of our services to our customers from infrastructure designed and operated by us but secured within third-party data center facilities located in the United States, United Kingdom, Germany, France, Japan and other countries. These third-party data center operators provide space, physical security, continuous power and cooling.facilities. In combination with these third-party data center facilities, we also provide our services via cloud computing platform partners who offer Infrastructure as a Service,Infrastructure-as-a-Service, including servers, storage, databases and networking. The useWe continue to invest and expand the deployment of cloud computingHyperforce, which allows our platform partners provides us flexibilityand applications to servicebe delivered rapidly and reliably to locations worldwide, giving our customers in newautonomy and emerging regions and those with in-countrycontrol over data privacy requirements, as well as to support acquired companies.residency.
Our technology and product efforts are focused on improving and enhancing the features, functionality, performance, availability and security of our existing service offerings, as well as developing new features, functionality and services. We also remain focused on integrating businesses, services and technologies from acquisitions, including our most recent acquisitions of Slack, Tableau and MuleSoft. Performance, functional depth, security, usability, ease of integration and the usabilityconfiguration and sustainability of our solutions influence our technology decisions and product direction.
Sources of RevenueCompetition
For revenue reporting purposes, we group all ofThe market for our service offerings into four major categories: Sales Cloud, Service Cloud, Salesforce Platformis highly competitive, rapidly evolving and Other,fragmented, and Marketingsubject to changing technology with low barriers to entry, shifting customer needs and Commerce Cloud. frequent introductions of new products and services.
Our subscriptioncurrent competitors include:
internally developed enterprise applications (by our potential customers’ IT departments);
vendors of packaged business software, as well as companies offering enterprise apps delivered through on-premises offerings from enterprise software application vendors and support revenuescloud computing application service providers, either individually or with others;
software companies that provide their product or service free of charge as a single product or when bundled with other offerings, or only charge a premium for advanced features and functionality, as well as companies that offer solutions that are disaggregated into these four core offerings. Forsold without a more detailed discussion, seedirect sales organization;
vendors who offer software tailored to specific services, as opposed to our full suite of service offerings including suppliers of traditional business intelligence and data preparation products, integration software vendors, marketing vendors or e-commerce solutions vendors;
productivity tool and email providers, unified communications providers and consumer application companies that have entered the “Revenue by Cloud Service Offering” discussion in Management’s Discussionbusiness software market; and Analysis.
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traditional platform development environment companies and cloud computing development platform companies who may develop toolsets and products that allow customers to build new apps that run on the customers’ current infrastructure or as hosted services.
We derive our revenues primarily from subscriptionbelieve more companies may become competitive threats due to the accelerated shift to cloud and support fees for our services.hosted service offerings and customer experience management solutions. We also derive revenues from related professional services via the Success Cloud.
We recognize subscriptionexpect our competition to change and support revenue ratably over the contract term, beginning on the commencement date of each contract. We enterevolve as we expand into professional services contracts that are on a time and materials, fixed fee or subscription basis. We recognize revenue as the services are rendered for time and materials contracts, when the milestones are achieved and accepted by the customer or on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services.
Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services described above and is recognized as the revenue recognition criteria are met. Unbilled deferred revenue represents future billings under our subscription agreements that have not been invoiced and, accordingly, are not recorded in deferred revenue. We generally invoice customers in annual installments.
Deferred revenue and unbilled deferred revenue are influenced by several factors, includingmore markets, with new business seasonality within the year, the specific timing, size and duration of large customer subscription agreements, the timing and compounding effects of customer renewals, varying billing cycles of subscription agreements, invoice timing, foreign currency fluctuations and new business linearity. Our fourth quarter has historically been our strongest quarter for new business and renewals, and our first quarter is generally our largest collections and operating cash flow quarter. For a more detailed discussion, see the “Seasonal Nature of Deferred Revenue, Accounts Receivable and Operating Cash Flow” discussion in Management’s Discussion and Analysis.offerings.
Customers
We sell to businesses of all sizes and in almost every industry worldwide. The number of paying subscriptions at each of our customers ranges from one to hundreds of thousands. None of our customers accounted for more than five percent of our revenues in fiscal 2018, 2017years 2023, 2022 or 2016.2021. In addition, we do not have any material dependencies on any specific product, service or particular group or groups.
Customer Service and Support
We offer professional services to help customers achieve business results faster with Salesforce solutions. Our architects and innovation program teams act as advisors to plan and execute digital transformations for our customers. This includes implementation services for multi-cloud and complex deployments. We provide best-practices and AI-based recommendations and adoption programs globally. In addition, we provide advanced education, including in-person and online courses, to certify our customers and partners on architecting, administering, deploying and developing our service offerings.
Our global customer support group responds to both business and technical inquiries about the use of our products via the web, telephone, email, social networks and other channels. We provide standard customer support during regular business hours at no charge to customers who purchase any of our paying subscription editions. We also offer premier customer support that is either included in a premium success offering or sold for an additional fee, which can include services such as priority access to technical resources, developer support and system administration. In addition, we offer a mission criticalpremier priority support add-on that is

designed to provide customers with responses for incidentsincludes proactive monitoring, rapid incidence response and instruction from a dedicated support team knowledgeable about the customer's specific enterprise architecture, and which offers instruction to optimize their usage of our products.architecture.
Sales and Marketing
We sell our services primarily through our direct sales force, which is comprised ofcomprises telephone sales personnel based in regional hubs, and field sales personnel based in territories close to their customers. Both our telephone salescustomers and field sales personnel are supported by sales representatives, who are primarily responsible for generating qualified sales leads.self-service offerings.
We haveTo a lesser extent, we also utilize a network of partners who refer sales leads to us and who then assist in selling to these prospects. This network includes global consulting firms, systems integrators and other partners. In return, we typically pay these partners a fee based on the first-year subscription revenue generated by the customers whom they refer. We continue to invest in developing additional distribution channels for our subscription service.services.
Our marketing strategy is to promote our brand and generate demand for our offerings. We use a variety of marketing programs across traditional and social channels to target our prospective and current customers, partners and developers. We focus our marketing activities onin the cities and countries with the largest market opportunity.
opportunities. Our primary marketing activities include:
Multi-channelmultichannel marketing campaigns that span email, social media, the web, television and more, which align to a broader customer journey;
Customerin-person and virtual customer events of all sizes to create customer and prospect awareness, including proprietary events such as Dreamforce and our virtual Dreamforce to You, World Tours and other virtual events, as well as participation in trade shows and industry events;
Presslive events and original programming on our Salesforce+ streaming service, which includes discussions about the future of technology in the digital-first, work anywhere world and educational content to learn new skills and pursue new career opportunities;
press and industry analyst relations to garner third-party validation and generate positive coverage for our company, brand, service offerings and value proposition;
Content marketing and engagement on all of the major social channels;
Search engine marketing and advertising to drive traffic to our web properties;
Partnerpartner co-marketing activities with global and regional implementation partners;
Web site development to engagecustomer testimonials and educate prospects and generate interest through product information and demonstrations, case studies, white papers and marketing collateral;
Customer testimonials;
Cultivating aour community of TrailblazersTrailblazers: individuals who embrace our Company valuesdrive innovation, grow their careers and evangelize our offerings;transform their businesses using the Customer 360 platform;
Tools that enable our sales organization to more effectively convert leads into customers;
Eventin-person and virtual technology event sponsorships; and
Primary real estate signage.
We organize our salesevent partnerships with high-profile global brands and marketing programs by geographic regions, such as the Americas, Europe and Asia Pacific, which includes Japan. The majority of our revenue from the Americas is attributable to customers in the United States. Approximately 28 percent of our revenue for fiscal 2018 comes from customers outside of the Americas.
Competition
The market for our service offerings is highly competitive, rapidly evolving and fragmented, and subject to changing technology, shifting customer needs and frequent introductions of new products and services.
Our current competitors include:
Vendors of packaged business software, as well as companies offering enterprise apps delivered through on-premises offerings from enterprise software application vendors and cloud computing application service providers, either individually or with others;
Software companies that provide their product or service free of charge, and only charge a premium for advanced features and functionality;
Internally developed enterprise applications (by our potential customers’ IT departments);
Marketing vendors, which may be specialized in advertising, targeting, messaging, or campaign automation;
E-commerce solutions from emerging cloud-only vendors and established on-premises vendors;
Traditional platform development environment companies and cloud computing development platform companies who may develop toolsets and products that allow customers to build new apps that run on the customers’ current infrastructure or as hosted services;
IoT platforms from large companies that have existing relationships with hardware and software companies; and
AI solutions from new startups and established companies.

We believe that as traditional enterprise software application and platform vendors shift more of their focus to cloud computing, they may become a greater competitive threat.
Strategic Investments
Since 2009, we have been investing in early- to late-stage technology and professional cloud service companies across the globe to support our key business initiatives, which include, among other things, extending the capabilities of our platform and service offerings, increasing the ecosystem of enterprise cloud companies and partners, accelerating the adoption of cloud technologies and creating the next-generation of mobile applications and connected products. Our minority investments in over 200 companies as of January 31, 2018 also help us stay connected with the rapid pace of innovation that is currently occurring within the technology industry. In some cases, we have acquired companies in which we have previously invested. Due to the inherent risk in investing, our individual investments are subject to a risk of partial or total loss of investment capital.organizations.
Intellectual Property
We rely on a combination of trademarks, copyrights, trade secrets and patents as well asand contractual provisions, to protect our proprietary technology and our brands. We also enter into confidentiality and proprietary rights agreements with our employees, consultants and other third parties and control access to software, services, documentation and other proprietary information. We believe the duration of our patents is adequate relative to the expected lives of our service offerings. We also purchase or
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license technology that we incorporate into our products or services. At times, we make select intellectual property broadly available at no or low cost to achieve a strategic objective, such as promoting industry standards, advancing interoperability, fosteringsupporting open source software or attracting and enabling our external development community. While it may be necessary in the future to seek or renew licenses relating to various aspects of our products and business methods, we believe, based upon past experience and industry practice, such licenses generally could be obtained on commercially reasonable terms.
Human Capital Management
Salesforce is committed to a core set of values: trust, customer success, innovation, equality and sustainability. These core values are the foundation of our company culture, which we believe is fundamental to, and a competitive advantage in, our approach to managing our workforce. We believe our continuing researchcompany culture fosters open dialogue, collaboration, recognition and product developmenta sense of family, all of which allow us to attract and retain the best talent, which is critical for our continued success. For example, our sales, engineering and customer success teams are not materially dependent on any single license or other agreement with a third party relatingcritical to our ability to grow, innovate and ensure the developmenttrust and customer success of our products.customers.
EmployeesWe believe our efforts in managing our workforce have been effective. Our focus on our workplace environment and a strong company culture has led to recognition across the globe, as evidenced by the following awards: Fortune World's Most Admired Companies (2022 and for the eighth year in a row), Fortune 100 Best Companies to Work For (2022 and for the 13th year in a row), Human Rights Campaign Best Places to Work for LGBTQ Equality (2022) and Glassdoor Employees' Choice Best Place to Work in Canada, France, Germany, the United Kingdom and the United States (2022).
As of January 31, 2018,2023, we had more79,390 employees, of which approximately 52 percent were located in the United States and 48 percent were located internationally and approximately 36 percent identified as women, 63 percent identified as men and less than 29,000 employees.0.2 percent identified as non-binary. This number includes those individuals impacted by our restructuring plan announced on January 4, 2023, which includes a reduction of our current workforce by approximately 10 percent. None of our employees in the United States are represented by a labor union, however, forunion. However, employees of certain foreign subsidiaries are represented by works councils representcouncils.
We have continued to invest in equality, diversity and inclusion initiatives, development programs, employee engagement and ongoing communications and feedback. Some of our key human capital management initiatives are summarized below:
Equality, Diversity and Inclusion
Equality is a core value at Salesforce. We aim to create a workplace that reflects the diverse communities we serve and empowers our employees. Our key equality initiatives include: Racial Equality and Justice Task Force, a diversity recruiting team dedicated to sourcing talent from Underrepresented Minority (URM) communities, a newly instituted URM referral process, Black Women Experience program, Warmline employee advocacy resource and Equality Mentorship and Sponsorship programs, investing in our future leaders, inclusive hiring and leadership trainings, equal pay for equal work, employee-led resource groups and a focus on accessibility in our products and workspaces. For example:
We aspired to have 50 percent of our U.S. workforce made up of underrepresented groups for the U.S. technology industry (“underrepresented groups”), which we define as employees who identify as Women, Black, Latinx, Indigenous, Multiracial, Lesbian, Gay, Bi-Sexual, Trans, Queer, People with Disabilities and Veterans, by fiscal 2024. As of January 31, 2023, we achieved that goal as approximately 52 percent of our U.S. workforce was made up of these underrepresented groups.
We published our latest representation goal to reach 40 percent women identifying and non-binary employees globally by the end of 2026. As of January 31, 2023, approximately 37 percent of our global workforce was made up of women and non-binary employees.
To align and accelerate our equality, diversity and inclusion initiatives, beginning in fiscal 2023 all executive vice presidents, presidents and executive officers had a component of their incentive compensation plans tied to employee diversity measures.
Talent and Career Development
We offer our employees various talent development programs to create a culture of continuous learning. Learning and development opportunities include Trailhead, our learning platform available for all employees, in-person and virtual classes, guides and workbooks and more. For example, the Great Leader Pathways program is designed to support leadership development at scale to meet current and future needs of the business. In fiscal 2023, approximately 24,000 employees enrolled in Great Leader Pathways. We also encourage our employees to seek personal and professional development opportunities with external organizations and offer yearly education reimbursement to employees who wish to continue job-related education from accredited institutions or organizations.
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Total Rewards
We believe offering competitive compensation packages and robust benefits is an important factor in our ability to attract, retain and motivate our employees and to help enhance their everyday wellbeing. We use a combination of fixed and variable cash compensation for all employees and award equity compensation to certain employees in the form of stock options, restricted stock units and performance-based restricted stock units. Eligible employees are also able to participate in our Employee Stock Purchase Plan, which allows employees to purchase our stock at a 15 percent discount up to U.S. Internal Revenue Code limits. We also match up to $5,000 of donations, per employee, to eligible nonprofit organizations. We offer employees benefits that vary by country and are designed to meet or exceed local laws and to be competitive in the marketplace.
Our V2MOM and Code of Conduct
Alignment and consistent and clear communication are a key part of our employee engagement, especially as we continue to grow. Each year, we complete a corporate V2MOM, which is an internal management tool used to align the Company on our vision, values, methods, obstacles and measures for the upcoming year. All employees are then expected to complete their own V2MOM that aligns with the corporate V2MOM. In addition, our Code of Conduct ensures that our core values remain the foundation of the Company and directly impact our ability to deliver success. We expect all of our employees to commit to acting with integrity and treating others with compassion and respect.
Employee Engagement & Satisfaction
Our leadership strives for active and frequent engagement with our employees through frequent company all hands meetings and The Daily, our daily communication allowing employees to be connected with the business in real time. Our Employee Opinion Survey is a vehicle for employees to provide confidential feedback on their experience as Salesforce employees. The results are used to assess employee engagement, our company culture and our workplace environment. Based on the results of the most recent survey, 93 percent of responding employees indicated they were willing to give extra effort to get the job done and 90 percent of responding employees indicated that they feel a sense of pride working at Salesforce.
Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC,Securities and Exchange Commission (“SEC”), and all amendments to these filings, can be obtained free of charge from our website at http://investor.salesforce.com/about-us/investor/financials/ or by contacting our Investor Relations department at our office address listed above as soon as reasonably practicable following our filing of any of these reports with the SEC. The public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The contents of these and other websites referenced throughout the filing are not incorporated intoand do not constitute a part of this filing. Further, the Company’sour references to the URLs for these websites are intended to be inactive textual references only.
Our principal executive offices are located in San Francisco, California. Our principal address is Salesforce Tower, 415 Mission St, 3rd Floor, San Francisco, California 94105, and our primary website address is www.salesforce.com.
ITEM 1A.RISK FACTORS
ITEM 1A. RISK FACTORS
The risks and uncertainties described below are not the only ones facing us. Other events that we do not currently anticipate or that we currently deem immaterial also may affect our business, financial condition, results of operations, cash flows, other key metrics and the trading price of our common stock.
Risk Factor Summary
Operational and Execution Risks
Any breaches in our security measures or those of our third-party data center hosting facilities, cloud computing platform providers or third-party service partners, or the underlying infrastructure of the Internet that cause unauthorized access to a customer’s data, our data or our IT systems, or the blockage or disablement of authorized access to our services.
Any defects or disruptions in our services that diminish demand for our services.
Any interruptions or delays in services from third parties, including data center hosting facilities, cloud computing platform providers and other hardware and software vendors, or from our inability to adequately plan for and manage service interruptions or infrastructure capacity requirements.
An inability to realize the expected business or financial condition.benefits of company and technology acquisitions and investments.
Strain on our personnel resources and infrastructure from supporting our existing and growing customer base or an inability to scale our operations and increase productivity.
Customer attrition, or our inability to accurately predict subscription renewals and upgrade rates.
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Disruptions caused by periodic changes to our sales organization.
Dependency of our services on the development and maintenance of the infrastructure of the Internet by third parties.
Exposure to risks inherent in international operations from sales to customers outside the United States.
A more time-consuming and expensive sales cycle, pricing pressure and implementation and configuration challenges as we target more of our sales efforts at larger enterprise customers.
Any loss of key members of our management team or development and operations personnel, or inability to attract and retain employees necessary to support our operations and growth.
Any failure in our delivery of high-quality professional and technical support services.
Strategic and Industry Risks
An inability to compete effectively in the intensely competitive markets in which we participate.
Any failure to expand our services and to develop and integrate our existing services in order to keep pace with technological developments.
An inability to maintain and enhance our brands.
Partial or complete loss of invested capital, or significant changes in the fair value, of our strategic investment portfolio.
Any discontinuance by third-party developers and providers in embracing our technology delivery model and enterprise cloud computing services, or customers asking us for warranties for third-party applications, integrations, data and content.
Social and ethical issues, including the use or capabilities of AI in our offerings.
Risks related to our aspirations and disclosures related to environmental, social and governance (“ESG”) matters.
Legal and Regulatory Risks
Privacy concerns and laws as well as evolving regulation of cloud computing, increased restriction of cross-border data transfers and other regulatory developments.
Evolving or unfavorable industry-specific regulations, requirements, interpretive positions or standards.
Lawsuits against us by third parties for various claims, including alleged infringement of proprietary rights.
Any failure to obtain registration or protection of our intellectual property rights.
Risks related to government contracts and related procurement regulations.
Governmental sanctions and export and import controls that could impair our ability to compete in international markets and may subject us to liability.
Financial Risks
Downturns or upturns in new business may not be immediately reflected in our operating results because we generally recognize revenue from subscriptions for our services over the term of the subscription.
Significant fluctuations in our rate of anticipated growth and any failure to balance our expenses with our revenue forecasts.
Unanticipated changes in our effective tax rate and additional tax liabilities and global tax developments.
Fluctuations in currency exchange rates, particularly the U.S. Dollar versus local currencies.
Our debt service obligations, lease commitments and other contractual obligations.
Accounting pronouncements and changes in other financial and non-financial reporting standards.
Risks Related to Owning Our BusinessCommon Stock
Fluctuations in our quarterly results.
Volatility in the market price of our common stock and Industryassociated litigation.
Provisions in our certificate of incorporation and bylaws and Delaware law that might discourage, delay or prevent a change of control of the Company or changes in our management.
General Risks
The effects of the COVID-19 pandemic and related public health measures on how we and our customers are operating our businesses.
Volatile and significantly weakened global economic conditions.
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The occurrence of natural disasters and other events beyond our control.
The long-term impact of climate change on our business.
Operational and Execution Risks
If our security measures or those of our third-party data center hosting facilities, cloud computing platform providers or third-party service partners, or the underlying infrastructure of the Internet are breached, and unauthorized access is obtained to a customer’s data, our data or our IT systems, or authorized access is blocked or disabled, our services may be perceived as not being secure, customers may curtail or stop using our services, and we may incur significant reputational harm, legal and financial exposure and liabilities.liabilities, or a negative financial impact.
Our services involve the storage and transmission of our customers’ and our customers' customers'customers’ customers’ proprietary and other sensitive data, including financial, informationhealth and other personally identifiablepersonal information. While we haveWe can provide no assurances that our security measures designed to protect our customers’ and our customers’ customers’ data will be effective. Our services and underlying infrastructure may in place, they maythe future be materially breached or compromised as a result of efforts by individuals or groups of hackers and sophisticated organizations, including state-sponsored organizations or nation-states. Our security measures could also be compromised by employee error or malfeasance, which could result in someone obtaining unauthorized access to, or denying authorized access to our IT systems, our customers’ data or our data, including our intellectual property and other confidential business information. Additionally, third parties may attemptthe following:
third-party attempts to fraudulently induce our employees, partners or customers into disclosingto disclose sensitive information such as user names, passwords or other information to gain access to our customers’ data or IT systems, or our data or our IT systems.systems;

efforts by individuals or groups of hackers and sophisticated organizations, such as state-sponsored organizations or nation-states, to launch coordinated attacks, including ransomware, destructive malware and distributed denial-of-service attacks;
Becausethird-party attempts to abuse our marketing, advertising, messaging or social products and functionalities to impersonate persons or organizations and disseminate information that is false, misleading or malicious;
cyberattacks on our internally built infrastructure on which many of our service offerings operate, or on third-party cloud-computing platform providers;
vulnerabilities resulting from enhancements and updates to our existing service offerings;
vulnerabilities in the products or components across the broad ecosystem that our services operate in conjunction with and are dependent on;
vulnerabilities existing within new technologies and infrastructures, including those from acquired companies;
attacks on, or vulnerabilities in, the many different underlying networks and services that power the Internet that our products depend on, most of which are not under our control or the control of our vendors, partners or customers; and
employee or contractor errors or intentional acts that compromise our security systems.
These risks are mitigated, to the extent possible, by our ability to maintain and improve business and data governance policies, enhanced processes and internal security controls, including our ability to escalate and respond to known and potential risks. Our Board of Directors, Cybersecurity and Privacy Committee and executive management are regularly briefed on our cybersecurity policies and practices and ongoing efforts to improve security, as well as updates on cybersecurity events. We can provide no assurances that our implemented systems and processes designed to protect our customers’ and our customers’ customers’ proprietary and other sensitive data will provide absolute security or otherwise be effective or that a material breach will not occur. For example, our ability to mitigate these risks may be impacted by the following:
frequent changes to, and growth in complexity of, the techniques used to breach, obtain unauthorized access to, or sabotage IT systems change frequently, grow more complex over time, and infrastructure, which are generally are not recognized until launched against a target, we may beand could result in our being unable to anticipate or implement adequate measures to prevent against such techniques. Our services operate in conjunction with and are dependent on products and components across a broad ecosystem and, as illustrated by techniques;
the recent Spectre and Meltdown threats, if there is a security vulnerability in onecontinued evolution of these components, a security breach could occur. In addition, our internal IT systems continue to evolve andas we are often early adapters ofadopt new technologies and new ways of sharing data and communicating internally and with partners and customers, which increases the complexity of our IT systems. These risks are mitigatedsystems;
the acquisition of new companies, requiring us to incorporate and secure different or more complex IT environments;
authorization by our abilitycustomers to maintain and improve business and data governance policies and processes and internal security controls, including our ability to escalate and respond to known and potential risks.
In addition, our customers may authorize third-party technology providers to access their customer data, and some ofwhich may lead to our customers may not have adequate security measures in placecustomers’ inability to protect their data that is stored on our servers. Because we do notservers; and
our limited control over our customers or third-party technology providers, or the processing of such data by third-party technology providers, we cannot ensurewhich may not allow us to maintain the integrity or security of such transmissions or processing. Malicious third parties may also conduct attacks designed
In the normal course of business, we are and have been the target of malicious cyberattack attempts and have experienced other security incidents. Although, to temporarily deny customers accessdate, such identified security events have not been material or significant to us, including to our services.reputation or business operations, or had a material financial impact, there can be no assurance that future cyberattacks will not be material or significant. Additionally, as our market presence grows, we may face increased risks of cyberattack attempts or security threats.
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A security breach or incident could expose usresult in unauthorized parties obtaining access to, a risk of loss or inappropriate use of proprietary and sensitive data, or the denial of authorized access to, this data.our IT systems or data, or our customers’ systems or data, including intellectual property and proprietary, sensitive or other confidential information. A security breach could also result in a loss of confidence in the security of our services, damage our reputation, negatively impact our future sales, disrupt our business and lead to increases in insurance premiums and legal, regulatory and financial exposure and liability. Finally, the detection, prevention and remediation of known or potential security vulnerabilities, including those arising from third-party hardware or software, may result in additional financial burdens due to additional direct and indirect costs, for examplesuch as additional infrastructure capacity spending to mitigate any system degradation and the reallocation of resources from development activities.
For example, in April 2022, we learned a threat actor had obtained unauthorized access to several databases on Heroku, a Salesforce platform-as-a-service. The threat actor downloaded stored customer security credentials and passwords for logging into GitHub, a third-party code hosting service used by both Heroku and Heroku customers. The threat actor also was able to download passwords for a subset of customer user accounts and access the encryption key. While we do not believe this incident materially affected our business or financial results, there is no assurance that such circumstances or other similar incidents in the future could not result from remediation efforts.in a material adverse effect on our business.
Defects or disruptions in our services could diminish demand for our services and subject us to substantial liability.
Because our services are complex and incorporate a variety of hardware, proprietary software, third-party and third-partyopen-source software, our services may have errors or defects that could result in unanticipated downtime for our subscribers and harm to our reputation and our business. Our customers may also use our services in unanticipated ways that may cause a disruption in services for other customers attempting to access their data. Cloud services frequently contain undetected errors when first introduced or when new versions or enhancements are released. We may also encounter difficulties integrating acquired technologies into our services and in augmenting the technologies to meet the quality standards that are consistent with our brand and reputation. As a result, our services may have errors or defects resulting from the complexities of integrating acquisitions.
We have from time to time found defects in, and experienced disruptions to, our services and new defects or disruptions may occur in the future. In addition, our customers may use our services in unanticipated ways that may cause a disruption in services forSuch defects could be the result of employee, contractor or other customers attempting to access their data. As we acquire companies, we may encounter difficulty in incorporating the acquired technologies into our servicesthird-party acts or inaction, and in augmenting the technologies to meet the quality standards that are consistent withcould negatively affect our brand and reputation. We have experienced and may in the future experience defects in our products that created vulnerabilities that inadvertently permitted access to protected customer data. For example, in December 2021, a vulnerability in a widely-used open-source software application, known as Apache Log4j, was identified that could have allowed bad actors to remotely access a target, potentially stealing data or taking control of a target’s system. While this issue did not materially affect our business, reputation or financial results, there is no assurance that such circumstances or other incidents could not occur in the future that have a material adverse effect on our business or subject us to substantial liability. Vulnerabilities in open source or any proprietary or third-party product can persist even after security patches have been issued if customers have not installed the most recent updates, or if the attackers exploited the vulnerabilities before patching was complete. In some cases, vulnerabilities may not be immediately detected, which may make it difficult to recover critical services and lead to damaged assets.
Since our customers use our services for important aspects of their business, any errors, defects, disruptions in service or other performance problems could hurt our reputation and may damage our customers’ businesses. As a result, customers could elect to not renew our services or delay or withhold payment to us. We could also lose future sales or customers may make warranty or other claims against us, which could result in an increase in our allowance for doubtful accounts, an increase in collection cycles for accounts receivable or the expense and risk of litigation.
Any interruptions or delays in services from third-parties,third parties, including data center hosting facilities, cloud computing platform providers and other hardware and software vendors, or from our inability to adequately plan for and manage service interruptions or infrastructure capacity requirements, could impair the delivery of our services and harm our business.
We currently serve our customers from third-party data center hosting facilities and cloud computing platform providers located in the United States and other countries. We also rely on computer hardware purchased or leased from, software licensed from, and cloud computing platforms provided by, third parties in order to offer our services, including database software, hardware and data from a variety of vendors. Any disruption or damage to, or failure of our systems generally, including the systems of our third-party platform providers, could result in interruptions in our services.services and harm our business. We have from time to time experienced interruptions in our services and such interruptions may occur in the future. The COVID-19 pandemic disrupted and continues to disrupt the supply chain of hardware needed to maintain these third-party systems or to run our business, which affects our and our suppliers’ operations. In addition, supply chain disruptions due to geopolitical developments in Europe and indirect effects have further complicated existing supply chain constraints. As we increase our reliance on these third-party systems, particularly with respect to third-party cloud computing platforms, our exposure to damage from service interruptions may increase. Interruptions in our services may cause us to issue credits or pay penalties, cause customers to make warranty or other claims against us or to terminate their subscriptions, and adversely affect
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our attrition rates and our ability to attract new customers, all of which would reduce our revenue. Our business and reputation would also be harmed if our customers and potential customers believe our services are unreliable.
We use a range of disaster recovery and business continuity arrangements. For many of our offerings, our production environment and customers’ data are replicated in near real-timereal time in a separate facility located elsewhere. Certain offerings, including some offerings of companies added through acquisitions, may be served through alternate facilities or arrangements. We do not control the operation of any of these facilities, and they may be vulnerable to damage or interruption from earthquakes, floods, fires, power loss, telecommunications failures and similar events. They may also be subject to break-ins, sabotage, intentional acts of destruction or vandalism andor similar misconduct, as well as local administrative actions (including shelter-in-place or similar orders), changes to legal or permitting requirements and litigation to stop, limit or delay operation. In addition, supply chain disruptions due to geopolitical developments in Europe may also lead to power disruptions in regions where our facilities are located. Despite precautions taken at these facilities, such as disaster recovery and business continuity arrangements, the occurrence of any of the foregoing events or risks, or a natural disaster or public health emergency, an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems or operational failures at these facilities could result in lengthy interruptions in our services.services, and no assurance can be provided that any such interruptions would be remediated without significant cost or in a timely manner or at all.

TheseThe hardware, software, data and cloud computing platforms that we rely on may not continue to be available at reasonable prices, on commercially reasonable terms or at all. Any loss of the right to use any of these hardware, software, data or cloud computing platforms could significantly increase our expenses and disrupt or otherwise result in delays in the provisioning of our services until equivalent technology is either developed by us, or, if available, is identified, obtained through purchase or license and integrated into our services.services, and no assurance can be provided that such equivalent technology would be developed or obtained in a timely manner or at all.
If we do not accurately plan for our infrastructure capacity requirements and we experience significant strains on our data center capacity, our customers could experience performance degradation or service outages that may subject us to financial liabilities, result in customer losses and harm our reputation and business. WhenAs we add data centers and add capacity and continue to move to cloud computing platform providers, we may move or transfer our data and our customers’ data.data from time to time. Despite precautions taken during this process, any unsuccessful data transfers may impair the delivery of our services, which may damage our business.
Privacy concernsAs we acquire and laws such asinvest in companies or technologies, we may not realize the European Union’s General Data Protection Regulation, evolving regulation of cloud computing, cross-border data transfer restrictionsexpected business or financial benefits and other domestic or foreign regulations may limit the use and adoption ofacquisitions could prove difficult to integrate, disrupt our servicesbusiness, dilute stockholder value and adversely affect our business.operating results and the market value of our common stock.
RegulationAs part of our business strategy, we periodically make investments in, or acquisitions of, complementary businesses, joint ventures, services and technologies and intellectual property rights. We continue to evaluate such opportunities and expect to continue to make such investments and acquisitions in the future.
Acquisitions and other transactions, arrangements and investments involve numerous risks and could create unforeseen operating difficulties and expenditures, including:
potential failure to achieve the expected benefits on a timely basis or at all;
potential identified or unknown security vulnerabilities in acquired products that expose us to additional security risks or delay our ability to integrate the product into our service offerings;
difficulties in increasing or maintaining the security standards for acquired technology consistent with our other services, and related costs;
difficulty of transitioning the acquired technology onto our existing platforms and customer acceptance of multiple platforms on a temporary or permanent basis;
augmenting the acquired technologies and platforms to the levels that are consistent with our brand and reputation;
brand or reputational harm associated with our strategic investments or acquired companies;
challenges converting the acquired company’s revenue recognition policies and forecasting the related revenues, including subscription-based revenues and software license revenue, as well as appropriate allocation of the customer consideration to the individual deliverables;
division of financial and managerial resources from existing operations;
challenges entering into new markets in which we have little or no experience or where competitors may have stronger market positions;
currency and regulatory risks associated with foreign countries and potential additional cybersecurity and compliance risks resulting from entry into new markets;
difficulties and strain on resources in integrating acquired operations, technologies, services, platforms and personnel;
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regulatory challenges from antitrust or other regulatory authorities that may block, delay or impose conditions (such as divestitures, ownership or operational restrictions or other structural or behavioral remedies) on the completion of transactions or the integration of acquired operations;
failure to fully assimilate, integrate or retrain acquired employees, which may lead to retention risk with respect to both key acquired employees and our existing key employees or disruption to existing teams;
differences between our values and those of our acquired companies, as well as disruptions to our workplace culture;
inability to generate sufficient revenue to offset acquisition or investment costs;
challenges with the acquired company’s customers and partners, including the inability to maintain such relationships and changes to perception of the acquired business as a result of the acquisition;
challenges with the acquired company’s third-party service providers, including those that are required for ongoing access to third-party data;
potential for acquired products to impact the profitability of existing products;
unanticipated expenses related to acquired technology and its integration into our existing technology;
known and potential unknown liabilities associated with the acquired businesses, including due to litigation;
difficulties in managing, or potential write-offs of, acquired assets or investments, and potential financial and credit risks associated with acquired customers;
negative impact to our results of operations because of the depreciation and amortization of acquired intangible assets , fixed assets and operating lease right-of-use assets;
the loss of acquired unearned revenue and unbilled unearned revenue;
challenges relating to the structure of an investment, such as governance, accountability and decision-making conflicts that may arise in the context of a joint venture or other majority ownership investments;
difficulties in and financial costs of addressing acquired compensation structures inconsistent with our compensation structure;
additional stock-based compensation issued or assumed in connection with the acquisition, including the impact on stockholder dilution and our results of operations;
delays in customer purchases due to uncertainty related to any acquisition;
ineffective or inadequate controls, procedures and policies at the acquired company;
in the case of foreign acquisitions, challenges caused by integrating operations over distance, and across different languages, cultures and political environments; and
the tax effects of any such acquisitions including related integration and business operation changes, and assessment of the impact on the realizability of our future tax assets or liabilities.
Any of these risks could harm our business or negatively impact our results of operations. In addition, to facilitate acquisitions or investments, we may seek additional equity or debt financing, which may not be available on terms favorable to us or at all, which may affect our ability to complete subsequent acquisitions or investments, and which may affect the risks of owning our common stock. For example, if we finance acquisitions by issuing equity or convertible or other debt securities or loans, our existing stockholders may be diluted, or we could face constraints related to the provisionterms of, services overand repayment obligation related to, the Internet is evolving, as federal, stateincurrence of indebtedness that could affect the market price of our common stock.
Our ability to acquire other businesses or technologies, make strategic investments or integrate acquired businesses effectively may be impaired by trade tensions and increased global scrutiny of foreign governmentsinvestments and acquisitions and investments in the technology sector. For example, several countries, including the United States and countries in Europe and the Asia-Pacific region, are considering or have adopted restrictions of varying kinds on transactions involving foreign investments and acquisitions. Antitrust authorities in a number of countries have also reviewed acquisitions and investments in the technology industry with increased scrutiny. Governments may continue to adopt or tighten restrictions of this nature, some of which may apply to acquisitions, investments or integrations of businesses by us, and such restrictions or government actions could negatively impact our business and financial results.
Supporting our existing and growing customer base could strain our personnel resources and infrastructure, and if we are unable to scale our operations and increase productivity, we may not be able to successfully implement our business plan.
We continue to experience significant growth in our customer base and personnel, including through acquisitions, which has placed a strain on and in the future may stress the capabilities of our management, administrative, operational and financial infrastructure. We anticipate that significant additional investments, including in human capital software, will be required to scale our operations and increase productivity, to address the needs of our customers, to further develop and enhance our
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services, to expand into new geographic areas, and to scale with our overall growth. The additional investments we are making will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term. We may not be able to make these investments as quickly or effectively as necessary to successfully scale our operations.
We regularly upgrade or replace our various software systems and processes. If the implementations of these new applications are delayed, or if we encounter unforeseen problems with our new systems and processes or in migrating away from our existing systems and processes, our operations and our ability to manage our business could be negatively impacted. For example, our efforts to further automate our processes for customer contracts may be complicated by unanticipated operating difficulties.
Our success will depend in part upon the ability of our senior management to manage our projected growth effectively. To do so, we must continue to increase the productivity of our existing employees and to hire, train and manage new employees as needed. Additionally, changes in our work environment and workforce in the wake of the COVID-19 pandemic could adversely affect our operations. In particular, although most of our offices have reopened, we have offered a significant percentage of our employees the flexibility in the amount of time they work in an office. Our new office model and any adjustments made to our current and future office environments or work-from-home policies, including changes from the restructuring plan announced in January 2023, may not meet the needs and expectations of our workforce, which could negatively impact our ability to increase productivity of our existing workforce and to attract and retain our employees. To manage the expected domestic and international growth of our operations and personnel, we will need to continue to improve our operational, financial and management controls, our reporting systems and procedures, and our utilization of real estate. If we fail to successfully scale our operations and increase productivity, we may be unable to execute our business plan and the value of our common stock could decline.
If our customers do not renew their subscriptions for our services or if they reduce the number of paying subscriptions at the time of renewal, our revenue and current remaining performance obligation could decline and our business may suffer. If we cannot accurately predict subscription renewals or upgrade rates, we may not meet our revenue targets, which may adversely affect the market price of our common stock.
Our customers have no obligation to renew their subscriptions for our services after the expiration of their contractual subscription period, which is typically 12 to 36 months, and in the normal course of business, some customers have elected not to renew. In addition, our customers may renew for fewer subscriptions, renew for shorter contract lengths, or switch to lower cost offerings of our services. It is difficult to predict attrition rates given our varied customer base and the number of multi-year subscription contracts. Historically, our subscription and support revenues primarily consisted of subscription fees; however, with the acquisitions of MuleSoft and Tableau, subscription and support revenues also now include term software license sales. We have less experience forecasting the renewal rates of such term software license sales. Our attrition rates may increase or fluctuate as a result of various factors, including customer dissatisfaction with our services, customers’ spending levels, mix of customer base, decreases in the number of users at our customers, competition, pricing increases or changes and deteriorating general economic conditions.
Our future success also depends in part on our ability to sell additional features and services, more subscriptions or enhanced editions of our services to our current customers. This may also require increasingly sophisticated and costly sales efforts that are targeted at senior management. Similarly, the rate at which our customers purchase new or modifyenhanced services depends on a number of factors, including general economic conditions and customer receptiveness to any price changes related to these additional features and services.
If customers do not renew their subscriptions, do not purchase additional features or enhanced subscriptions or if attrition rates increase, we may not meet our revenue targets and our business could be harmed, which may adversely affect the market price of our common stock.
Periodic changes to our sales organization can be disruptive and may reduce our rate of growth.
We periodically change and make adjustments to our sales organization in response to market opportunities, competitive threats, management changes, product introductions or enhancements, acquisitions, sales performance, increases in sales headcount, cost levels and other internal and external considerations. Such sales organization changes have in some periods resulted in, and may in the future result in, a reduction of productivity, which could negatively impact our rate of growth in the current and future quarters and operating results, including revenue. For example, the restructuring plan we announced in January 2023 involved such changes to our sales organization, which could negatively impact our productivity, growth rate and operating results, which may adversely affect the market price of our common stock. In addition, any significant change to the way we structure our compensation of our sales organization may be disruptive and may affect our revenue growth.
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Our ability to deliver our services is dependent on the development and maintenance of the infrastructure of the Internet by third parties.
The Internet’s infrastructure comprises many different networks and services that are highly fragmented and distributed by design. This infrastructure is run by a series of independent third-party organizations that work together to provide the infrastructure and supporting services of the Internet under the governance of the Internet Corporation for Assigned Numbers and Names (“ICANN”) and the Internet Assigned Numbers Authority, now under the stewardship of ICANN.
The Internet has experienced a variety of outages and other delays as a result of damages to portions of its infrastructure, denial-of-service attacks or related cyber incidents, and it could face outages and delays in the future, potentially reducing the availability of the Internet to us or our customers for delivery of our Internet-based services. Any resulting interruptions in our services or the ability of our customers to access our services could result in a loss of potential or existing customers and harm our business.
In addition, certain countries have implemented, or may implement, legislative and technological actions that either do or can effectively regulate access to the Internet, including the ability of Internet service providers to limit access to specific websites or content. Other countries have attempted, are attempting or may attempt to change or limit the legal protections available to businesses that depend on the Internet for the delivery of their services. These actions could potentially limit or interrupt access to our services from certain countries or Internet service providers, increase our risk or add liabilities, impede our growth, productivity and operational effectiveness, result in the loss of potential or existing customers and harm our business.
Sales to customers outside the United States expose us to risks inherent in international operations.
We sell our services throughout the world and are subject to risks and challenges associated with international business. We intend to seek to continue to expand our international sales efforts. The risks and challenges associated with sales to customers outside the United States or those that can affect international operations generally, include:
regional economic and political conditions, natural disasters, acts of war, terrorism and actual or threatened public health emergencies, including the COVID-19 pandemic;
localization of our services, including translation into foreign languages and associated expenses;
regulatory frameworks or business practices favoring local competitors;
pressure on the creditworthiness of sovereign nations, where we have customers and a balance of our cash, cash equivalents and marketable securities;
foreign currency fluctuations and controls, which may make our services more expensive for international customers and could add volatility to our operating results;
compliance with multiple, conflicting, ambiguous or evolving governmental laws and regulations, addressingincluding employment, tax, privacy, anti-corruption, import/export, customs, anti-boycott, sanctions and embargoes, antitrust, data privacytransfer, storage and protection and industry-specific laws and regulations, including rules related to compliance by our third-party resellers and our ability to identify and respond timely to compliance issues when they occur;
liquidity issues or political actions by sovereign nations, including nations with a controlled currency environment, which could result in decreased values of these balances or potential difficulties protecting our foreign assets or satisfying local obligations;
vetting and monitoring our third-party resellers in new and evolving markets to confirm they maintain standards consistent with our brand and reputation;
treatment of revenue from international sources, evolving domestic and international tax environments, and changes to tax codes, including being subject to foreign tax laws and being liable for paying withholding taxes in foreign jurisdictions;
impacts of or uncertainties regarding the collection, processing, storage, transferUnited Kingdom’s exit from the EU (“Brexit”) on regulations, currencies, taxes and useoperations, including possible disruptions to the sale of data. In some cases, newour services or the movement of our people between the United Kingdom, EU and other locations;
uncertainty regarding the imposition of and changes in the United States’ and other governments’ trade regulations, trade wars, tariffs, other restrictions or other geopolitical events, including the evolving relations between the United States and China, the United States and Russia and conflict in Europe;
changes in the public perception of governments in the regions where we operate or plan to operate;
regional data privacy laws and regulations, such asother regulatory requirements that apply to outsourced service providers and to the European Union’s ("EU") General Data Protection Regulation that takes effect in May 2018 and an amended Act on the Protection of Personal Information in Japan, impose new obligations directly on Salesforce as both a data controller and a data processor, as well as on manytransmission of our customers. Thesecustomers’ data across international borders, which grow more complex as we scale, expand into new laws may require usmarkets and enhance the breadth of our service offerings;
different pricing environments;
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difficulties in staffing and managing foreign operations;
different or lesser protection of our intellectual property, including increased risk of theft of our proprietary technology and other intellectual property, and more prevalent cybersecurity risks, particularly in jurisdictions in which we have historically chosen not to make changes tooperate; and
longer accounts receivable payment cycles and other collection difficulties.
Any of these factors could negatively impact our services to enable Salesforce and/or our customers to meet the new legal requirements,business and results of operations. The above factors may also increase our potential liability exposure through higher potential penalties for non-compliance. Further, laws such as the European Union’s proposed e-Privacy Regulation are increasingly aimed at the use of personal information for marketing purposes, and the tracking of individuals’ online activities. These new or proposed laws and regulations are subject to differing interpretations and may be inconsistent among jurisdictions. These and other requirements could reduce demand for our services, require us to take on more onerous obligations in our contracts, restrict our ability to store, transfer and process data or, in some cases,negatively impact our ability to offersuccessfully expand into emerging market countries, where we have little or no operating experience, where it can be costly and challenging to establish and maintain operations, including hiring and managing required personnel, and difficult to promote our services in certain locationsbrand, and where we may not benefit from any first-to-market advantage or our customers' ability to deploy our solutions globally. For example, ongoing legal challenges in Europe to the mechanisms allowing companies to transfer personal data from the European Economic Area to the United States could result in further limitations on the ability to transfer data across borders, particularly if governments are unable or unwilling to reach new or maintain existing agreements that support cross-border data transfers, such as the EU-U.S. and Swiss-U.S. Privacy Shield framework. Additionally, certain countries have passed or are considering passing laws requiring local data residency. The costs of compliance with, and other burdens imposed by, privacy laws, regulations and standards may limit the use and adoptionotherwise succeed.
As more of our services, reduce overall demandsales efforts are targeted at larger enterprise customers, our sales cycle may become more time-consuming and expensive, we may encounter pricing pressure and implementation and configuration challenges, and we may have to delay revenue recognition for our services, make it more difficult to meet expectations from or commitments to customers, lead to significant fines, penalties or liabilities for noncompliance, or slow the pace at which we close salessome complex transactions, anyall of which could harm our business.business and operating results.
As we target more of our sales efforts at larger enterprise customers, including governmental entities, and specific industries, such as financial services and healthcare and life sciences, we may face greater costs, longer sales cycles, greater competition and less predictability in completing some of our sales. In these market segments, the customer’s decision to use our services is often an enterprise-wide decision and, if so, may require us to provide greater levels of education regarding the use and benefits of our services, as well as addressing concerns regarding privacy and data protection laws and regulations of prospective customers with international operations or whose own customers operate internationally.
In addition, larger customers and governmental entities often demand more configuration, integration services and features. As a result of these factors, these sales opportunities often require us to government activity, privacy advocacydevote greater sales support and professional services resources to individual customers, driving up costs and time required to complete sales and diverting our own sales and professional services resources to a smaller number of larger transactions, while potentially requiring us to delay revenue recognition on some of these transactions until the technical or implementation requirements have been met.
Pricing and packaging strategies for enterprise and other industry groups have establishedcustomers for subscriptions to our existing and future service offerings may not be widely accepted by other new or existing customers. Our adoption of such new pricing and packaging strategies may establish new self-regulatory standardsharm our business.
For large enterprise customers, professional services are often performed by us, a third party, or a combination of our own staff and a third party. Our strategy is to work with third parties to increase the breadth of capability and depth of capacity for delivery of these services to our customers. If a customer is not satisfied with the quality of work performed by us or a third party or with the type of services or solutions delivered, we could incur additional costs to address the situation, the profitability of that may place additional burdens onwork might be impaired, and the customer’s dissatisfaction with our services could damage our ability to provideobtain additional work from that customer. In addition, negative publicity related to our customer relationships, regardless of its accuracy, may further damage our business by affecting our ability to compete for new business with current or prospective customers.
We may lose key members of our management team or development and operations personnel, and may be unable to attract and retain employees we need to support our operations and growth.
Our success depends substantially upon the continued services of our executive officers and other key members of management, particularly our chief executive officer. From time to time, there may be changes in our management team resulting from the hiring, departure or realignment of executives. For example, in January 2023, Bret Taylor, our former co-CEO and Vice Chair of our board of directors, resigned from these positions with our company. Such changes may be disruptive to our business. We are also substantially dependent on the continued service of our existing development and operations personnel because of the complexity of our services globally. and technologies. Our executive officers, key management, development or operations personnel could terminate their employment with us at any time. Effective succession planning for management is important to our long-term success. If we do not develop adequate succession planning for our key personnel, the loss of one or more of our key employees or groups of employees could seriously harm our business.
The technology industry is subject to substantial and continuous competition for engineers with high levels of experience in designing, developing and managing software and Internet-related services, as well as competition for sales executives, data scientists and operations personnel. We have experienced, and currently experience, challenges with significant competition in talent recruitment and retention, and may not in the future be successful in recruiting or retaining talent or achieving the workforce diversity goals we have set publicly. We have from time to time experienced, and we expect to continue to experience, difficulty in hiring, developing, integrating and retaining highly skilled employees with appropriate qualifications. These difficulties may be amplified by evolving restrictions on immigration, travel, or availability of visas for skilled
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technology workers. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be severely harmed.
In January 2023, we announced a restructuring plan (the “Restructuring Plan”) intended to reduce operating costs, improve operating margins and continue advancing our ongoing commitment to profitable growth. The Restructuring Plan includes a reduction of our workforce and select real estate exits and office space reductions within certain markets. The actions associated with the employee restructuring under the Restructuring Plan are expected to be substantially complete by the end of fiscal 2024, subject to local law and consultation requirements. This Restructuring Plan, or any similar actions taken in the future, could negatively impact our ability to attract, integrate, retain and motivate key employees.
In addition, we believe in the importance of our corporate culture, which fosters dialogue, collaboration, recognition, equality and a sense of family. As our organization has grown and expanded globally, and as our workplace plans have developed, including, for example, the Restructuring Plan, we have in the past and may in the future find it increasingly difficult to maintain the beneficial aspects of our corporate culture globally, including managing the complexities of communicating with all employees. Our inability to maintain our corporate culture could negatively impact our ability to attract and retain employees, harm our reputation with customers, or negatively impact our future growth.
Any failure in our delivery of high-quality professional and technical support services may adversely affect our relationships with our customers and our financial results.
Our customers expect usdepend on our support organization to meet voluntary certification and other standards established by third parties, such as TRUSTe. If we areresolve technical issues relating to our applications. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services across our varying and diverse offerings. Outsourced provision of technical support may be suddenly and adversely impacted by unforeseen events, for example, as occurred when certain business process outsourced service providers were delayed in effectively servicing our customers due to conditions related to the COVID-19 pandemic. Increased customer demand for these services, without corresponding revenues, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on our applications and business reputation and on positive recommendations from our existing customers. Any failure to maintain these certificationshigh-quality technical support, or meet these standards, ita market perception that we do not maintain high-quality support, could adversely affect our reputation, our ability to providesell our solutionsservice offerings to certainexisting and prospective customers, and our business, operating results and financial position.
Strategic and Industry Risks
The markets in which we participate are intensely competitive, and if we do not compete effectively, our operating results could be harmed.
The market for enterprise applications and platform services is highly competitive, rapidly evolving, fragmented and subject to changing technology, low barriers to entry, shifting customer needs and frequent introductions of new products and services. Many prospective customers have invested substantial personnel and financial resources to implement and integrate their current enterprise software into their businesses and therefore may be reluctant or unwilling to migrate away from their current solution to an enterprise cloud computing application service. Additionally, third-party developers may be reluctant to build application services on our platform since they have invested in other competing technology platforms.
Our current competitors include:
internally developed enterprise applications by our potential customers’ IT departments;
vendors of packaged business software, as well as companies offering enterprise apps delivered through on-premises offerings from enterprise software application vendors and cloud computing application service providers, either individually or with others;
software companies that provide their product or service free of charge as a single product or when bundled with other offerings, or only charge a premium for advanced features and functionality, as well as companies that offer solutions that are sold without a direct sales organization;
vendors who offer software tailored to specific services as opposed to our full suite of service offerings, including suppliers of traditional business intelligence and data preparation products, integration software vendors, marketing vendors or e-commerce solutions vendors;
productivity tool and email providers, unified communications providers and consumer application companies that have entered the business software market;
traditional platform development environment companies and cloud computing development platform companies who may develop toolsets and products that allow customers to build new apps that run on the customers’ current infrastructure or as hosted services.
In addition, we may face more competition as we expand our product offerings. Some of our current and potential competitors may have competitive advantages, such as greater name recognition, longer operating histories, more significant
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installed bases, broader geographic scope, broader suites of service offerings and larger marketing budgets, as well as substantially greater financial, technical, personnel and other resources. In addition, many of our current and potential competitors have established marketing relationships and access to larger customer bases, and have major distribution agreements with consultants, system integrators and resellers. We also experience competition from smaller, younger competitors that may be more agile in responding to customers’ demands and offer more targeted and simplified solutions. These competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements, or provide competitive pricing, more flexible contracts or faster implementations. As a result, even if our services are more effective than the products and services that our competitors offer, potential customers might select competitive products and services in lieu of purchasing our services. For all of these reasons, we may not be able to compete successfully against our current and future competitors, which could negatively impact our future sales and harm our business.
Furthermore, concerns regarding data privacy may cause our customers’ customers to resist providing the data necessary to allow our customers to use our services effectively. Even the perception that the privacy of personal information is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our products or services and could limit adoption of our cloud-based solutions.
Our efforts to expand our services beyond the CRM marketservice offerings and to develop and integrate our existing services in order to keep pace with technological developments may not succeed and may reduce our revenue growth rate and harm our business.
We derive a significant portion of our revenue from subscriptions to our CRM enterprise cloud computing application services, and we expect this will continue for the foreseeable future. Our efforts to expand our services beyond the CRM marketcurrent service offerings may not succeed and may reduce our revenue growth rate. TheIn addition, the markets for certain of our offerings remain relatively new and it is uncertain whether our efforts, and related investments, will ever result in significant revenue for us. Further, the introduction of significant platform changes and upgrades including our conversion to our new Lightning platform, and introduction of new services beyond the CRM market, may not be successful, and early stage interest and adoption of such new services may not result in long term successrevenue growth.
In July 2021, we completed our acquisition of Slack, our largest acquisition to date. Slack is a relatively new category of business technology in a rapidly evolving market for software, programs and tools used by knowledge workers. We may not succeed in enhancing and improving the features, integrations and capabilities of Slack, or significanteffectively introduce compelling new features, integrations and capabilities that reflect or anticipate the changing nature of the market which may result in an inability to attract new users and organizations and increase revenue for us.

Additionally, if we fail to anticipate or identify significant Internet-related and other technology trends and developments early enough, or if we do not devote appropriate resources to adapting to such trends and developments, our business could be harmed.from existing paid customers.
If we are unable to develop enhancements to, and new features for, our existing or new services that keep pace with rapid technological developments, our business could be harmed. For example, we may be required to continuously enhance our AI offerings to improve the quality of recommendations provided to our customers. The success of enhancements, new features and services depends on several factors, including the timely completion, introduction and market acceptance of the feature, service or enhancement by customers, administrators and developers, as well as our ability to seamlessly integrate all of our product and service offerings.offerings and develop adequate selling capabilities in new markets. Failure in this regard may significantly impair our revenue growth as well as negatively impact our operating results if the additional costs are not offset by additional revenues. In addition, because our services are designed to operate over various network technologies and on a variety of mobile devices, operating systems and computer hardware and software platforms using a standard browser, we will need to continuously modify and enhance our services to keep pace with changes in Internet-related hardware, software, communication, browser, app development platform and database technologies.technologies, as well as continue to maintain and support our services on legacy systems. We may not be successful in either developing these modifications and enhancements or in bringing them to market timely. Furthermore, uncertainties
Additionally, if we fail to anticipate or identify significant Internet-related and other technology trends and developments early enough, or if we do not devote appropriate resources to adapting to such trends and developments, our business could be harmed. Uncertainties about the timing and nature of new network platforms or technologies, or modifications to existing platforms or technologies, including text messaging capabilities, or changes in customer usage patterns thereof could increase our research and development or service delivery expenses.expenses or lead to our increased reliance on certain vendors. Any failure of our services to operate effectively with future network platforms and technologies could reduce the demand for our services, result in customer dissatisfaction and harm our business.
AsOur continued success depends on our ability to maintain and enhance our brands.
We believe that the brand identities we acquirehave developed, including associations with trust, customer success, innovation, performance and equality and sustainability have significantly contributed to the success of our business. Maintaining and enhancing the Salesforce brand and our other brands is critical to expanding our base of customers, partners and employees. Our brand strength, particularly for our core services, depends largely on our ability to remain a technology leader and to continue to provide high-quality innovative products, services and features in a secure, reliable manner that enhances our customers’ success even as we scale and expand our services. In order to maintain and enhance the strength of our brands, we have made and may in the future make substantial investments to expand or improve our product offerings and services, or we may enter new markets that may be accompanied by initial complications or ultimately prove to be unsuccessful.
In addition, we have secured the naming rights to facilities controlled by third parties, such as office towers and a transit center, and any negative events or publicity arising in connection with these facilities could adversely impact our brand.
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Further, entry into markets with weaker protection of brands or changes in the legal systems in countries we operate may impact our ability to protect our brands. If we fail to maintain, enhance or protect our brands, or if we incur excessive expenses in our efforts to do so, our business, operating results and financial condition may be materially and adversely affected.
We are subject to risks associated with our strategic investments, including partial or complete loss of invested capital. Significant changes in the fair value of this portfolio, including changes in the valuation of our investments in publicly traded and privately held companies, could negatively impact our financial results.
We manage a portfolio of strategic investments in both privately held and publicly traded companies focused primarily on enterprise cloud companies, technology startups and system integrators. Our investments range from early to late stage companies, including investments made concurrent with a company’s initial public offering. We invest in companies that we believe are digitally transforming their industries, improving customer experiences, helping us expand our solution ecosystem or supporting other corporate initiatives. We continually evaluate our investments in privately held and publicly traded companies. In certain cases, our ability to sell these investments may be impacted by contractual obligations to hold the securities for a set period of time after a public offering. In addition, the financial success of our investment in any company is typically dependent on a liquidity event, such as a public offering, acquisition or other favorable market event reflecting appreciation to the cost of our initial investment. All of our investments are therefore subject to a risk of partial or total loss of invested capital.
We anticipate additional volatility to our consolidated statements of operations due to changes in market prices, observable price changes and both temporary and permanent impairments to our investments. These changes could be material based on market conditions and events. While historically our strategic investment portfolio has had a positive impact on our financial results, we have had periods where our investment portfolio has recorded net losses and may have losses again in future periods, particularly in periods of significant market fluctuations that affect our equity securities within our strategic investments portfolio. Volatility in global market conditions, including recent economic disruptions, inflation and ongoing volatility in the public equity markets, may impact our strategic investment portfolio and our financial results may fluctuate from historical results and expectations.
If third-party developers and providers do not continue to embrace our technology delivery model and enterprise cloud computing services, or if our customers seek warranties from us for third-party applications, integrations, data and content, our business could be harmed.
Our success depends on the willingness of a growing community of third-party developers and technology providers to build applications and provide integrations, data and content that are complementary to our services. Without the continued development of these applications and provision of such integrations, data and content, both current and potential customers may not find our services sufficiently attractive, which could impact future sales. In addition, for those customers who authorize a third-party technology partner to access their data, we do not provide any warranty related to the functionality, security or integrity of the data access, transmission or processing. Despite contract provisions to protect us, customers may look to us to support and provide warranties for the third-party applications, integrations, data and content, even though not developed or sold by us, which may expose us to potential claims, liabilities and obligations, all of which could harm our reputation and our business.
Social and ethical issues, including the use or capabilities of AI in our offerings, may result in reputational harm and liability.
Policies we adopt or choose not to adopt on social and ethical issues, especially regarding the use of our products, may be unpopular with some of our employees or with our customers or potential customers, which has in the past impacted and may in the future impact our ability to attract or retain employees and customers. We also may choose not to conduct business with potential customers or discontinue or not expand business with existing customers due to these policies. Further, actions taken by our customers and employees, including through the use or misuse of our products or new technologies for illegal activities or improper information sharing, may result in reputational harm or possible liability. For example, we have been subject to allegations in legal proceedings that we should be liable for the use of certain of our products by third parties. Although we believe that such claims lack merit, legal proceedings can be lengthy, expensive and disruptive to our operations and the outcome of any claims or litigation, regardless of the merits, is inherently uncertain. Regardless of outcome, these types of claims could cause reputational harm to our brand or result in liability.
We are increasingly building AI into many of our offerings. As with many innovations, AI and our Customer 360 platform present additional risks and challenges that could affect their adoption and therefore our business. For example, the development of AI and Customer 360, the latter of which provides information regarding our customers’ customers, presents emerging ethical issues. If we enable or offer solutions that draw controversy due to their perceived or actual impact on human rights, privacy, employment, or in other social contexts, we may experience brand or reputational harm, competitive harm or legal liability. Data practices by us or others that result in controversy could also impair the acceptance of AI solutions. This in turn could undermine the decisions, predictions or analysis AI applications produce, subjecting us to competitive harm, legal
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liability and brand or reputational harm. The rapid evolution of AI will require the application of resources to develop, test and maintain our products and services to help ensure that AI is implemented ethically in order to minimize unintended, harmful impact. Uncertainty around new and emerging AI applications such as generative AI content creation may require additional investment in the development of proprietary datasets, machine learning models and systems to test for accuracy, bias and other variables, which are often complex, may be costly and could impact our profit margin if we decide to expand generative AI into our product offerings. Developing, testing and deploying AI systems may also increase the cost profile of our offerings due to the nature of the computing costs involved in such systems.
Our aspirations and disclosures related to environmental, social and governance (“ESG”) matters expose us to risks that could adversely affect our reputation and performance.
We have established and publicly announced ESG goals, including our commitments to advancing racial and gender equality within our workforce and reducing greenhouse gas emissions. These statements reflect our current plans and aspirations and are not realizeguarantees that we will be able to achieve them. Our failure to accomplish or accurately track and report on these goals on a timely basis, or at all, could adversely affect our reputation, financial performance and growth, and expose us to increased scrutiny from the expected businessinvestment community as well as enforcement authorities.
Our ability to achieve any ESG objective is subject to numerous risks, many of which are outside of our control. Examples of such risks include:
the availability and cost of low- or financial benefitsnon-carbon-based energy sources;
the evolving regulatory requirements affecting ESG standards or disclosures;
the availability of suppliers that can meet our sustainability, diversity and other ESG standards;
our ability to recruit, develop and retain diverse talent in our labor markets; and
the success of our organic growth and acquisitions or dispositions of businesses or operations.
Standards for tracking and reporting ESG matters continue to evolve. Our selection of voluntary disclosure frameworks and standards, and the acquisitionsinterpretation or application of those frameworks and standards, may change from time to time or differ from those of others. This may result in a lack of consistent or meaningful comparative data from period to period or between Salesforce and other companies in the same industry. In addition, our processes and controls may not comply with evolving standards for identifying, measuring and reporting ESG metrics, including ESG-related disclosures that may be required of public companies by the SEC, and such standards may change over time, which could prove difficultresult in significant revisions to integrate, disrupt our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.
If our ESG practices do not meet evolving investor or other stakeholder expectations and standards, then our reputation, our ability to attract or retain employees, and our attractiveness as an investment, business dilute stockholder valuepartner, acquiror or service provider could be negatively impacted. Further, our failure or perceived failure to pursue or fulfill our goals and objectives or to satisfy various reporting standards on a timely basis, or at all, could have similar negative impacts or expose us to government enforcement actions and private litigation.
Legal and Regulatory Risks
Privacy concerns and laws as well as evolving regulation of cloud computing, cross-border data transfer restrictions and other domestic or foreign regulations may limit the use and adoption of our services and adversely affect our operating resultsbusiness.
Regulation related to the provision of services over the Internet is evolving, as federal, state and foreign governments continue to adopt new, or modify existing, laws and regulations addressing data privacy, cybersecurity, data protection, data sovereignty and the market valuecollection, processing, storage, hosting, transfer and use of data, generally. In some cases, data privacy laws and regulations, such as the European Union’s (“EU”) General Data Protection Regulation (“GDPR”), impose obligations directly on Salesforce as both a data controller and a data processor, as well as on many of our common stock.
As partcustomers. In addition, new domestic data privacy laws, such as the California Consumer Privacy Act (“CCPA”) as amended by the California Privacy Rights Act (“CPRA”), the Virginia Consumer Data Protection Act, the Colorado Privacy Act, which goes into effect on July 1, 2023, the Connecticut Data Privacy Act, which goes into effect July 1, 2023, and the Utah Consumer Privacy Act, which goes into effect on December 31, 2023, similarly impose new obligations on us and many of our business strategy,customers, potentially as both businesses and service providers. These laws continue to evolve, and as various states introduce similar proposals, we periodically make investmentsand our customers could be exposed to additional regulatory burdens. Further, laws and legislative proposals such as the EU’s proposed e-Privacy Regulation are increasingly aimed at the use of personal information for marketing purposes, and the tracking of individuals’ online activities. The EU has been developing new requirements related to the use of data, including in the Digital Services Act, that may impose additional rules and restrictions on the use of the data in our products and services.
In addition, various safe harbors have historically been provided to those who hosted content provided by others, such as safe harbors from monetary damages for copyright infringement arising from copyrighted content provided by customers and others and for defamation and other torts arising from information provided by customers and others. There is an increasing
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demand for repealing or acquisitions of, complementary businesses, joint ventures, services and technologies and intellectual property rights,limiting these safe harbors by either judicial decision or legislation, and we expecthave active legal proceedings that have been impacted by the repeal or limiting of safe harbors that were previously available to us. Loss of these safe harbors may require altering or limiting some of our services or may require additional contractual terms to avoid liabilities for our customers’ misconduct.
Although we monitor the regulatory, judicial and legislative environment and have invested in addressing these developments, these laws may require us to make additional changes to our practices and services to enable us or our customers to meet the new legal requirements, and may also increase our potential liability exposure through new or higher potential penalties for noncompliance, including as a result of penalties, fines and lawsuits related to data breaches. Furthermore, privacy laws and regulations are subject to differing interpretations and may be inconsistent among jurisdictions. These and other requirements are causing increased scrutiny among customers, particularly in the public sector and highly regulated industries, and may be perceived differently from customer to customer. These developments could reduce demand for our services, require us to take on more onerous obligations in our contracts, restrict our ability to store, transfer and process data or, in some cases, impact our ability or our customers' ability to offer our services in certain locations, to deploy our solutions, to reach current and prospective customers, or to derive insights from customer data globally. For example, on July 16, 2020, the Court of Justice of the European Union (“CJEU”) invalidated the EU-US Privacy Shield Framework, one of the mechanisms that allowed companies, including Salesforce, to transfer personal data from the European Economic Area (“EEA”) to the United States. Even if the CJEU decision upheld the Standard Contractual Clauses (“SCCs”) as an adequate transfer mechanism, the data exporters are now also required when relying on SCCs to conduct a transfer risk assessment to verify if anything in the law and/or practices of the destination country may impinge on the effectiveness of the SCCs in the context of the transfer at stake and, if so, to identify and adopt supplementary measures that are necessary to bring the level of protection of the data transferred to the EU standard of essential equivalence. Where no supplementary measure is suitable, the data exporter should avoid, suspend or terminate the transfer. Depending on how the CJEU’s decision is enforced, the cost and complexity of providing our services in certain markets may increase. While the EU and U.S. governments have recently advanced the EU-U.S. Data Privacy Framework to foster EU-to-U.S. data transfers and address the concerns raised in the aforementioned CJEU decision, it is uncertain whether this framework will be overturned in court like the previous two EU-U.S. bilateral cross-border transfer frameworks. As a result, regulators may be inclined to continue to interpret the CJEU’s decision, and the logic behind it, as significantly restricting certain cross-border transfers. Certain countries outside of the EEA (e.g., China and India) have also passed or are considering passing laws requiring varying degrees of local data residency. By way of further example, statutory damages available through a private right of action for certain data breaches under the CPRA and potentially other states’ laws, may increase our and our customers’ potential liability and the demands our customers place on us.
The costs of compliance with, and other burdens imposed by, privacy laws, regulations and standards may limit the use and adoption of our services, reduce overall demand for our services, make such investmentsit more difficult to meet expectations from our commitments to customers and acquisitionsour customers’ customers, lead to significant fines, penalties or liabilities for noncompliance, impact our reputation, or slow the pace at which we close sales transactions, in particular where customers request specific warranties and unlimited indemnity for noncompliance with privacy laws, any of which could harm our business. In September 2021, Salesforce announced the Hyperforce EU Operating Zone, which is expected to enable storage and processing of customer data solely within the EU. This EU service may enhance our ability to attract and retain customers operating in the future. Acquisitions and investments involve numerous risks, including:
potential failure to achieve the expected benefits of the combination or acquisition;
difficulties in, andEU, but may also increase the cost and complexity of integrating operations, technologies,supporting those customers, and our customers may request similar offerings in other territories.
In addition to government activity, privacy advocates and other industry groups have established or may establish new self-regulatory standards that may place additional burdens on our ability to provide our services platformsglobally. Our customers expect us to meet voluntary certification and personnel;
diversion of financial and managerial resources from existing operations;
the potential entry into new markets in whichother standards established by third parties, such as TRUSTe. If we have little or no experience or where competitors may have stronger market positions;
potential write-offs of acquired assets or investments, and potential financial and credit risks associated with acquired customers;
potential loss of key employees of the acquired company;
inability to generate sufficient revenue to offset acquisition or investment costs;
inabilityare unable to maintain relationships withthese certifications or meet these standards, it could adversely affect our ability to provide our solutions to certain customers and partners of the acquired business;
difficulty of transitioning the acquired technology onto our existing platforms and customer acceptance of multiple platforms on a temporary or permanent basis;
augmenting the acquired technologies and platforms to the levels that are consistent with our brand and reputation;
increasing or maintaining the security standards for acquired technology consistent with our other services;
potential unknown liabilities associated with the acquired businesses;
unanticipated expenses related to acquired technology and its integration into our existing technology;
negative impact to our results of operations because of the depreciation and amortization of amounts related to acquired intangible assets, fixed assets and deferred compensation;
additional stock based compensation; the loss of acquired deferred revenue and unbilled deferred revenue;
delays in customer purchases due to uncertainty related to any acquisition;
ineffective or inadequate controls, procedures and policies at the acquired company may negatively impact our results of operations;
challenges caused by integrating operations over distance, and across different languages and cultures;
currency and regulatory risks associated with foreign countries and potential additional cybersecurity and compliance risks resulting from entry into new markets; and
the tax effects of any such acquisitions.
Any of these risks could harm our business. In addition, we have seen a trend toward the private enforcement of data protection obligations, including through private actions for alleged noncompliance, which could harm our business and negatively impact our reputation. For example, in 2020 we were made a party to facilitatea legal proceeding brought by a Dutch privacy advocacy group (the Privacy Collective) on behalf of certain Dutch citizens that claims we violated the GDPR and Dutch Telecommunications Act through the processing and sharing of data in connection with our Audience Studio and Data Studio products. In December 2021, the Amsterdam District Court declared the Privacy Collective inadmissible in its claims against us and dismissed the case, however this is currently being appealed by the Privacy Collective. We were also named as a defendant in a similar lawsuit brought in the UK, which has subsequently been dismissed. Although we believe that these acquisitionsclaims lack merit, these or investments, wesimilar future claims could cause reputational harm to our brand or result in liability. In addition, the economic slowdown could increase the regulatory enforcement of privacy regulations, which could require our cooperation and or increase the cost of our compliance with the imposed regulations.
Furthermore, the uncertain and shifting regulatory environment and trust climate may seek additional equity or debt financing,raise concerns regarding data privacy and cybersecurity, which may cause our customers or our customers’ customers to resist providing the data necessary to allow our customers to use our services effectively. In addition, new products we develop or acquire in connection with
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changing events may expose us to liability or regulatory risk. Even the perception that the privacy and security of personal information are not be available on terms favorable to ussatisfactorily protected or at all, which may affect our ability

to complete subsequent acquisitions or investments, and which may affect the risks of owning our common stock. For example, if we finance acquisitions by issuing equity or convertible or other debt securities or loans, our existing stockholders may be diluted, or wedo not meet regulatory requirements could face constraints related to the terms of, and repayment obligation related to, the incurrence of indebtedness that could affect the market priceinhibit sales of our common stock.products or services and could limit adoption of our cloud-based solutions.
Industry-specific regulationregulations and other requirements and standards are evolving and unfavorable industry-specific laws, regulations, interpretive positions or standards could harm our business.
Our customers and potential customers conduct business in a variety of industries, including financial services, the public sector, healthcare and telecommunications. Regulators in certain industries have adopted and may in the future adopt regulations or interpretive positions regarding the use of cloud computing and other outsourced services. The costs of compliance with, and other burdens imposed by, industry-specific laws, regulations and interpretive positions may limit our customers’ use and adoption of our services and reduce overall demand for our services. Compliance with these regulations may also require us to devote greater resources to support certain customers, which may increase costs and lengthen sales cycles. For example, some financial services regulators have imposed guidelines for use of cloud computing services that mandate specific controls or require financial services enterprises to obtain regulatory approval prior to outsourcing certain functions. In the United States, a cybersecurity Executive Order released in May 2021 may heighten future compliance and incident reporting standards in order to obtain certain public sector contracts. If we are unable to comply with these guidelines or controls, or if our customers are unable to obtain regulatory approval to use our services where required, our business may be harmed. In addition, an inability to satisfy the standards of certain voluntary third-party certification bodies that our customers may expect, such as an attestation of compliance with the Payment Card Industry (PCI)(“PCI”) Data Security Standards, may have an adverse impact on our business and results. If in the future we are unable to achieve or maintain industry-specific certifications or other requirements or standards relevant to our customers, it may harm our business and adversely affect our results.
Further, in some cases, industry-specific, regionally-specific or product-specific laws, regulations or interpretive positions may also apply directlyimpact our ability, as well as the ability of our customers, partners and data providers, to us as a service provider.collect, augment, analyze, use, transfer and share personal and other information that is integral to certain services we provide. The interpretation of many of these statutes, regulations and rulings is evolving in the courts and administrative agencies and an inability to comply may have an adverse impact on our business and results. This impact may be particularly acute in countries that have passed or are considering passing legislation that requires data to remain localized “in country,” as this may impose financial costs on companies required to store data in jurisdictions not of their choosing and to use nonstandard operational processes that add complexity and are difficult and costly to integrate with global processes. This is also true with respect to the global proliferation of laws regulating the financial services industry, including its use of cloud services. In Europe, the Digital Operational Resilience Act (DORA), which aims to ensure the resilience of the EU financial sectors, including through mandatory risk management, incident reporting, resilience testing and third-party outsourcing restrictions, was formally adopted by the Council of the EU in November 2022. The UK is advancing similar legislation and other countries may follow. Further, countries are considering legal frameworks on AI, which is a trend that may increase now that the European Commission has proposed the first such framework. Any failure or perceived failure by usSalesforce to comply with such requirements could have an adverse impact on our business. For example, there
There are various statutes, regulations and rulings relevant to the direct email marketing and text-messaging industries, including the Telephone Consumer Protection Act (TCPA)(“TCPA”) and related Federal Communication Commission (FCC) orders, which impose significant restrictions on the ability to utilize telephone calls and text messages to mobile telephone numbers as a means of communication, when the prior consent of the person being contacted has not been obtained. We are,have been, and may in the future be, subject to one or more class-action lawsuits, as well as individual lawsuits, containing allegations that one of our businesses or customers violated the TCPA. A determination that we or our customers violated the TCPA or other communications-based statutes could expose us to significant damage awards that could, individually or in the aggregate, materially harm our business.
Supporting our existing and growing customer base could strain our personnel resources and infrastructure, and if we are unable to scale our operations and increase productivity, we may not be able to successfully implement our business plan.
We continue to experience significant growth in our customer base and personnel, which has placed a strain on our management, administrative, operational and financial infrastructure. We anticipate that additional investments in our internal infrastructure, data center capacity, research, customer support and development, and real estate spending will be required to scale our operations and increase productivity, to address the needs of our customers, to further develop and enhance our services, to expand into new geographic areas, and to scale with our overall growth. The additional investments we are making will increase our cost base, which will make it more difficult for us to offset any future revenue shortfalls by reducing expenses in the short term.
We regularly upgrade or replace our various software systems. If the implementations of these new applications are delayed, or if we encounter unforeseen problems with our new systems or in migrating away from our existing applications and systems, our operations and our ability to manage our business could be negatively impacted.
Our success will depend in part upon the ability of our senior management to manage our projected growth effectively. To do so, we must continue to increase the productivity of our existing employees and to hire, train and manage new employees as needed. To manage the expected domestic and international growth of our operations and personnel, we will need to continue to improve our operational, financial and management controls, our reporting systems and procedures, and our utilization of real estate. If we fail to successfully scale our operations and increase productivity, we may be unable to execute our business plan and the fair value of our common stock could decline.
The market in which we participate is intensely competitive, and if we do not compete effectively, our operating results could be harmed.
The market for enterprise applications and platform services is highly competitive, rapidly evolving and fragmented, and subject to changing technology, shifting customer needs and frequent introductions of new products and services. Many prospective customers have invested substantial personnel and financial resources to implement and integrate their current

enterprise software into their businesses and therefore may be reluctant or unwilling to migrate away from their current solution to an enterprise cloud computing application service. Additionally, third-party developers may be reluctant to build application services on our platform since they have invested in other competing technology platforms.
Our current competitors include:
Vendors of packaged business software, as well as companies offering enterprise apps delivered through on-premises offerings from enterprise software application vendors and cloud computing application service providers, either individually or with others;
Software companies that provide their product or service free of charge, and only charge a premium for advanced features and functionality;
Internally developed enterprise applications (by our potential customers’ IT departments);
Marketing vendors, which may be specialized in advertising, targeting, messaging, or campaign automation;
E-commerce solutions from emerging cloud-only vendors and established on-premises vendors;
Traditional platform development environment companies and cloud computing development platform companies who may develop toolsets and products that allow customers to build new apps that run on the customers’ current infrastructure or as hosted services;
IoT platforms from large companies that have existing relationships with hardware and software companies; and
Artificial intelligence solutions from new startups and established companies.
Some of our current and potential competitors may have competitive advantages, such as greater name recognition, longer operating histories, significant installed bases, broader geographic scope, and larger marketing budgets, as well as substantially greater financial, technical, and other resources. In addition, many of our currentjurisdictions across the world are currently considering, or have already begun implementing, changes to antitrust and potential competitors have established marketing relationshipscompetition laws, regulations or interpretative positions to enhance competition in digital markets and accessaddress practices by certain digital platforms that they perceive to larger customer bases, and have major distribution agreements with consultants, system integrators and resellers. We also experience competition from smaller, younger competitors that may be more agile in responding to customers' demands. As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, standards or customer requirements. Furthermore, because of these advantages, even if our services are more effective than the products and services that our competitors offer, potential customers might select competitive products and services in lieu of purchasing our services. For all of these reasons, we may not be able to compete successfully against our current and future competitors, which could negatively impact our future sales and harm our business.
Our ability to deliver our services is dependent on the development and maintenance of the infrastructure of the Internet by third parties.
The Internet’s infrastructure is comprised of many different networks and services that are highly fragmented and distributed by design. This infrastructure is run by a series of independent third-party organizations that work together to provide the infrastructure and supporting services of the Internet under the governance of the Internet Corporation for Assigned Numbers and Names (ICANN) and the Internet Assigned Numbers Authority (IANA), now under the stewardship of ICANN.
The Internet has experienced a variety of outages and other delays as a result of damages to portions of its infrastructure, denial-of-service attacks or related cyber incidents, and it could face outages and delays in the future.anticompetitive. These outages and delays could reduce the level of Internet usage or result in fragmentation of the Internet, resulting in multiple separate Internets. These scenarios are not under our control and could reduce the availability of the Internet to us or our customers for delivery of our Internet-based services. Any resulting interruptions in our services or the ability of our customers to access our servicesregulatory efforts could result in a loss of potentiallaws, regulations or existing customers and harm our business.
In addition, certain countries have implemented (or may implement) legislative and technological actionsinterpretative positions that either do or can effectively regulate access to the Internet, including the ability of Internet Service Providers to limit access to specific websites or content. These actions could potentially limit or interrupt access to our services from certain countries or Internet Service Providers, impede our growth, result in the loss of potential or existing customers and harm our business.
We are subject to risks associated with our strategic investments. Other-than-temporary impairments in the value of our investments could negatively impact our financial results.
We invest in early-to-late stage companies for strategic reasons and to support key business initiatives, and may not realize a return on our strategic investments. Many such companies generate net losses and the market for their products, services or technologies may be slow to develop, and, therefore, are dependent on the availability of later rounds of financing from banks or investors on favorable terms to continue their operations. The financial success of our investment in any company is typically dependent on a liquidity event, such as a public offering, acquisition or other favorable market event reflecting appreciation to the cost of our initial investment. The capital markets for public offerings and acquisitions are

dynamic and the likelihood of liquidity events for the companies we have invested in could significantly worsen. Further, valuations of privately-held companies are inherently complex due to the lack of readily available market data. If we determine that any of our investments in such companies have experienced a decline in value, we may be required to record an other-than-temporary impairment, which could be material. We have in the past written off the full value of specific investments. Similar situations could occur in the future and negatively impact our financial results and may harm our business and cause our stock price to decline. All of our investments are subject to a risk of a partial or total loss of investment capital.
Our quarterly results are likely to fluctuate, which may cause the value of our common stock to decline substantially.
Our quarterly results are likely to fluctuate. For example, our fiscal fourth quarter has historically been our strongest quarter for new business and renewals. The year-over-year compounding effect of this seasonality in billing patterns and overall new business and renewal activity causes the value of invoices that we generate in the fourth quarter to continually increase in proportion to our billings in the other three quarters of our fiscal year. As a result, our fiscal first quarter is our largest collections and operating cash flow quarter.
Additionally, some of the important factors that may cause our revenues, operating results and cash flows to fluctuate from quarter to quarter include:
our ability to retain and increase sales to existing customers, attract new customers and satisfy our customers’ requirements;
the attrition rates for our services;
the rate of expansion and productivity of our sales force;
the length of the sales cycle for our services;
new product and service introductions by our competitors;
our success in selling our services to large enterprises;
our ability to realize benefits from strategic partnerships, acquisitions or investments;
general economic conditions, which may adversely affect either our customers’ ability or willingness to purchase additional subscriptions or upgrade their services, or delay a prospective customer's purchasing decision, reduce the value of new subscription contracts, or affect attrition rates;
variations in the revenue mix of our services and growth rates of our cloud subscription and support offerings;
changes in our pricing policies and terms of contracts, whether initiated by us or as a result of competition;
changes in payment terms and the timing of customer payments and payment defaults by customers;
changes in deferred revenue and unbilled deferred revenue balances, which are not reflected in the balance sheet, due to seasonality, the compounding effects of renewals, invoice duration, size and timing, new business linearity between quarters and within a quarter and fluctuations due to foreign currency movements, all of which may impact implied growth rates;
the seasonality of our customers’ businesses, especially Commerce Cloud customers, including retailers and branded manufacturers;
changes in foreign currency exchange rates such as with respect to the British Pound;
the amount and timing of operating costs and capital expenditures related to the operations and expansion of our business;
the number of new employees;
the timing of commission, bonus, and other compensation payments to employees;
the cost, timing and management effort for the introduction of new features to our services;
the costs associated with acquiring new businesses and technologies and the follow-on costs of integration and consolidating the results of acquired businesses;
expenses related to our real estate, our office leases and our data center capacity and expansion;
timing of additional investments in our enterprise cloud computing application and platform services and in our consulting services;
expenses related to significant, unusual or discrete events, which are recorded in the period in which the events occur;
extraordinary expenses such as litigation or other dispute-related settlement payments;
income tax effects, including the impact of changes in U.S. federal and state and international tax laws applicable to corporate multinationals;

the timing of payroll and other withholding tax expenses, which are triggered by the payment of bonuses and when employees exercise their vested stock awards;
technical difficulties or interruptions in our services;
changes in interest rates and our mix of investments, which would impact the return on our investments in cash and marketable securities;
conditions, particularly sudden changes, in the financial markets, which have impacted and may continue to impact the value of and liquidity of our investment portfolio;
changes in the fair value of our strategic investments in early-to-late stage public and privately held companies, which could be material in a particular quarter;
equity issuances, including as consideration in acquisitions or due to the conversion of our outstanding convertible notes at the election of the note holders;
the timing of stock awards to employees and the related adverse financial statement impact of having to expense those stock awards on a straight-line basis over their vesting schedules;
evolving regulations of cloud computing and cross-border data transfer restrictions and similar regulations;
regulatory compliance costs; and
the impact of new accounting pronouncements and associated system implementations, for example, the adoption of Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers (Topic 606)” (“ASU 2014-09”), which includes the accounting for revenue recognized and capitalized costs.
Many of these factors are outside of our control, and the occurrence of one or more of them might cause our operating results to vary widely. If we fail to meet or exceed operating results expectations or if securities analysts and investors have estimates and forecasts of our future performance that are unrealistic or that we do not meet, the market price of our common stock could decline. In addition, if one or more of the securities analysts who cover us adversely change their recommendation regarding our stock, the market price of our common stock could decline.
If we experience significant fluctuations in our rate of anticipated growth and fail to balance our expenses with our revenue forecasts, our business could be harmed and the market price of our common stock could decline.
Due to the pace of change and innovation in enterprise cloud computing services, the unpredictability of future general economic and financial market conditions, the impact of foreign currency exchange rate fluctuations, the growing complexity of our business, including the use of multiple pricing and packaging models, and our increasing focus on enterprise cloud computing services, we may not be able to realize our projected revenue growth plans. We plan our expense levels and investment on estimates of future revenue and future anticipated rate of growth. We may not be able to adjust our spending appropriately if the addition of new subscriptions or the renewals of existing subscriptions fall short of our expectations. A portion of our expenses may also be fixed in nature for some minimum amount of time, such as with deferred commissions, data center contracts or office leases, so it may not be possible to reduce costs in a timely manner, or at all, without the payment of fees to exit certain obligations early. As a result, we expect that our revenues, operating results and cash flows may fluctuate significantly on a quarterly basis and revenue growth rates may not be sustainable and may decline in the future, and we may not be able to provide continued operating margin expansion, which could harm our business and cause the market price of our common stock to decline.
Sales to customers outside the United States expose us to risks inherent in international operations.
We sell our services throughout the world and are subject to risks and challenges associated with international business. We intend to continue to expand our international sales efforts. The risks and challenges associated with sales to customers outside the United States or those that can affect international operations generally, include:
localization of our services, including translation into foreign languages and associated expenses;
regulatory frameworks or business practices favoring local competitors;
pressure on the creditworthiness of sovereign nations, particularly in Europe, where we have customers and a balance of our cash, cash equivalents and marketable securities;
evolving domestic and international tax environments;
liquidity issues or political actions by sovereign nations, which could result in decreased values of these balances or potential difficulties protecting our foreign assets or satisfying local obligations;
foreign currency fluctuations and controls, which may make our services more expensive for international customers and could add volatility to our operating results;

compliance with multiple, conflicting, ambiguous or evolving governmental laws and regulations, including employment, tax, privacy, anti-corruption, import/export, antitrust, data transfer, storage and protection, and industry-specific laws and regulations, including rules related to compliance by our third-party resellers;
regional data privacy laws and other regulatory requirements that apply to outsourced service providers and to the transmission of our customers’ data across international borders;
treatment of revenue from international sources and changes to tax codes, including being subject to foreign tax laws and being liable for paying withholding income or other taxes in foreign jurisdictions;
different pricing environments;
difficulties in staffing and managing foreign operations;
different or lesser protection of our intellectual property;
longer accounts receivable payment cycles and other collection difficulties;
natural disasters, acts of war, terrorism, pandemics or security breaches; and
regional economic and political conditions.
Any of these factors could negatively impact our business and results of operations. The above factors may also negatively impact our ability to successfully expand into emerging market countries, where we have little or no operating experience, where it can be costly and challenging to establish and maintain operations, including hiring and managing required personnel, and difficult to promote our brand, and where we may not benefit from any first-to-market advantage or otherwise succeed.
Because we recognize revenue from subscriptions for our services over the term of the subscription, downturns or upturns in new business may not be immediately reflected in our operating results.
We generally recognize revenue from customers ratably over the terms of their subscription agreements, which are typically 12 to 36 months. As a result, most of the revenue we report in each quarter is the result of subscription agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter may not be reflected in our revenue results for that quarter. Any such decline, however, will negatively impact our revenue in future quarters. Accordingly, the effect of significant downturns in sales and market acceptance of our services, and potential changes in our attrition rate, may not be fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription term.
If our customers do not renew their subscriptions for our services or reduce the number of paying subscriptions at the time of renewal, our revenue could decline and our business may suffer. If we cannot accurately predict subscription renewals or upgrade rates, we may not meet our revenue targets, which may adversely affect the market price of our common stock.
Our customers have no obligation to renew their subscriptions for our services after the expiration of their contractual subscription period, which is typically 12 to 36 months, and in the normal course of business, some customers have elected not to renew. In addition, our customers may renew for fewer subscriptions, renew for shorter contract lengths, or switch to lower cost offerings of our services. It is difficult to predict attrition rates given our varied customer base of enterprise and small and medium size business customers and the number of multi-year subscription contracts. Our attrition rates may increase or fluctuate as a result of a number of factors, including customer dissatisfaction with our services, customers’ spending levels, mix of customer base, decreases in the number of users at our customers, competition, pricing increases or changes and deteriorating general economic conditions.
Our future success also depends in part on our ability to sell additional features and services, more subscriptions or enhanced editions of our services to our current customers. This may also require increasingly sophisticated and costly sales efforts that are targeted at senior management. Similarly, the rate at which our customers purchase new or enhanced services depends on a number of factors, including general economic conditions and that our customers do not react negatively to any price changes related to these additional features and services.
If customers do not renew their subscriptions, do not purchase additional features or enhanced subscriptions or if attrition rates increase, our business could be harmed.
If third-party developers and providers do not continue to embrace our technology delivery model and enterprise cloud computing services, or if our customers seek warranties from us for third-party applications, integrations, data and content, our business could be harmed.
Our success depends on the willingness of a growing community of third-party developers and technology providers to build applications and provide integrations, data and content that are complementary to our services. Without the continued development of these applications and provision of such integrations, data and content, both current and potential customers

may not find our services sufficiently attractive, which could impact future sales. In addition, for those customers who authorize a third-party technology partner access to their data, we do not provide any warranty related to the functionality, security and integrity of the data transmission or processing. Despite contract provisions to protect us, customers may look to us to support and provide warranties for the third-party applications, integrations, data and content, even though not developed or sold by us, which may expose us to potential claims, liabilities and obligations, all of which could harm our business.
We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows from changes in the value of the U.S. Dollar versus local currencies and the Euro versus the Pound Sterling.
We conduct our business in the following regions: the Americas, Europe, and Asia Pacific. The expanding global scope of our business exposes us to risk of fluctuations in foreign currency markets. This exposure is the result of selling in multiple currencies, growth in our international investments, including data center expansion, additional headcount in foreign locations, and operating in countries where the functional currency is the local currency. Specifically, our results of operations and cash flows are subject to fluctuations primarily in British Pound Sterling, Euro, Japanese Yen, Canadian Dollar and Australian Dollar against the U.S. Dollar as well as the Euro against the Pound Sterling. These exposures may change over time as business practices evolve, economic conditions change and evolving tax regulations come into effect. The fluctuations of currencies in which we conduct business can both increase and decrease our overall revenue and expenses for any given fiscal period. Additionally, global political events, including the United Kingdom’s 2016 vote in favor of exiting the European Union, or “Brexit,” and similar geopolitical developments, have caused global economic uncertainty, which could amplify the volatility of currency fluctuations. Such volatility, even when it increases our revenues or decreases our expenses, impacts our ability to accurately predict our future results and earnings. Although we attempt to mitigate some of this volatility and related risks through foreign currency hedging, our hedging activities are limited and may not effectively offset the adverse financial impacts that may result from unfavorable movements in foreign currency exchange rates, which could adversely affect our financial condition or results of operations.
As more of our sales efforts are targeted at larger enterprise customers, our sales cycle may become more time-consuming and expensive, we may encounter pricing pressure and implementation and configuration challenges, and we may have to delay revenue recognition for some complex transactions, all of which could harm our business and operating results.
As we target more of our sales efforts at larger enterprise customers, including governmental entities, we may face greater costs, longer sales cycles, greater competition and less predictability in completing some of our sales. In this market segment, the customer’s decision to use our services may be an enterprise-wide decision and, if so, these types of sales would require us to provide greater levels of education regarding the use and benefits of our services, as well as education regarding privacy and data protection laws and regulations to prospective customers with international operations. In addition, larger customers and governmental entities may demand more configuration, integration services and features. As a result of these factors, these sales opportunities may require us to devote greater sales support and professional services resources to individual customers, driving up costs and time required to complete sales and diverting our own sales and professional services resources to a smaller number of larger transactions, while potentially requiring us to delay revenue recognition on some of these transactions until the technical or implementation requirements have been met.
Pricing and packaging strategies for enterprise and other customers for subscriptions to our existing and future service offerings may not be widely accepted by other new or existing customers. Our adoption of such new pricing and packaging strategies may harm our business.
For large enterprise customers, professional services may also be performed by a third party or a combinationchange certain of our own staff and a third-party. Our strategy is to work with third parties to increase the breadth of capability and depth of capacity for delivery of these services to our customers. If a customer is not satisfied with the quality of work performed by usbusiness practices, undertake new compliance obligations or a third-party or with the type of services or solutions delivered, then we could incur additional costs to address the situation, the profitability of that work might be impaired, and the customer’s dissatisfaction with our services could damage our ability to obtain additional work from that customer. In addition, negative publicity related to our customer relationships, regardless of its accuracy,otherwise may further damagehave an adverse impact on our business by affecting our ability to compete for new business with current and prospective customers.results.
We have been and may in the future be sued by third parties for various claims, including alleged infringement of proprietary rights.
We are involved in various legal matters arising from the normal course of business activities. These may include claims, suits, government investigations and other proceedings involving alleged infringement of third-party patents and other intellectual property rights, as well as commercial, corporate and securities, labor and employment, class actions, wage and hour, antitrust, data privacy and other matters.
The software and Internet industries are characterized by the existence of a large number ofmany patents, trademarks, trade secrets and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. We

have received in the past and may receive in the future communications from third parties, including practicing entities and
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non-practicing entities, claiming that we have infringed their intellectual property rights.
In addition, we We have also been, and may in the future be, sued by third parties for alleged infringement of their claimed proprietary rights. Our technologies may be subject to injunction if they are found to infringe the rights of a third-partythird party or we may be required to pay damages, or both. Further, many of our subscription agreements require us to indemnify our customers for third-party intellectual property infringement claims, which would increase the cost to us of an adverse ruling on such a claim.
In addition, we have in the past been, and may in the future be, sued by third parties who seek to target us for actions taken by our customers, including through the use or misuse of our products. For example, we have been subject to allegations in legal proceedings that we should be liable for the use of certain of our products by third parties. Although we believe that such claims lack merit, such claims could cause reputational harm to our brand or result in liability.
Our exposure to risks associated with various claims, including claims related to the use of intellectual property as well as securities and related stockholder derivative claims, may be increased as a result of acquisitions of other companies. For example, we are subject to ongoing securities class action litigation and related stockholder derivative claims brought against Tableau and Slack that remain outstanding, and as to which we may ultimately be subject to liability or settlement costs. Additionally, we may have a lower level of visibility into the development process with respect to intellectual property or the care taken to safeguard against infringement risks with respect to the acquired companycompanies or technology.technologies. In addition, third parties have made claims in connection with our acquisitions and may do so in the future, and they may also make infringement and similar or related claims after we have acquired technology that had not been asserted prior to our acquisition.
The outcome of any claims or litigation, regardless of the merits, is inherently uncertain. Any claims andor lawsuits, and the disposition of such claims and lawsuits, whether through settlement or licensing discussions, or litigation, could be time-consuming and expensive to resolve, divert management attention from executing our business plan, result in efforts to enjoin our activities, lead to attempts on the part of other parties to pursue similar claims and, in the case of intellectual property claims, require us to change our technology, change our business practices, pay monetary damages or enter into short- or long-term royalty or licensing agreements.
Any adverse determination or settlement related to intellectual property claims or other litigation could prevent us from offering our services to others, could be material to our financial condition or cash flows, or both, or could otherwise adversely affect our operating results.results, including our operating cash flow in a particular period. In addition, depending on the nature and timing of any such dispute, an unfavorable resolution of a legal matter could materially affect our current or future results of operations or cash flows in a particular quarter.period.
Any failure to protectobtain registration or protection of our intellectual property rights could impair our ability to protect our proprietary technology and our brand, causecausing us to incur significant expenses and harm our business.
If we fail to protect our intellectual property rights adequately, our competitors may gain access to our technology, affecting our brand, causing us to incur significant expenses and harming our business. Any of our patents, trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. While we have many U.S. patents and pending U.S. and international patent applications, we may be unable to obtain patent protection for the technology covered in our patent applications or the patent protection may not be obtained quickly enough to meet our business needs. In addition, our existing patents and any patents issued in the future may not provide us with competitive advantages, or may be successfully challenged by third parties. Similar uncertainty applies to our U.S. and international trademark registrations and applications. Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain, and we also may face proposals to change the scope of protection for some intellectual property rights in the U.S. and elsewhere. Effective patent, trademark, copyright and trade secret protection may not be available to us in every country in which our services are available.available and legal changes and uncertainty in various countries’ intellectual property regimes may result in making conduct that we believe is lawful to be deemed violative of others’ rights. The laws of some foreign countries may not be as protective of intellectual property rights as those in the U.S., and mechanisms for enforcement of intellectual property rights may be inadequate. Also, our involvement in standard settingstandard-setting activity, our contribution to open source projects, various competition law regimes or the need to obtain licenses from others may require us to license our intellectual property.property in certain circumstances. Accordingly, despite our efforts, we may be unable to prevent third parties from using our intellectual property.
We may be required to spend significant resources and expense to monitor and protect our intellectual property rights. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. If we fail to protect our intellectual property rights, it could impact our ability to protect our technology and brand. Furthermore, any litigation, whether or not it is resolved in our favor, could result in significant expense to us, cause us to divert time and resources from our core business, and harm our business.
We may be subject to risks related to government contracts and related procurement regulations.
Our continued success dependscontracts with federal, state, local and foreign government entities are subject to various procurement regulations and other requirements relating to their formation, administration and performance. We may be subject to audits and investigations
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relating to our government contracts, and any violations could result in various civil and criminal penalties and administrative sanctions, including termination of contracts, refunding or suspending of payments, forfeiture of profits, payment of fines, and suspension or debarment from future government business. In addition, such contracts may provide for termination by the government at any time, without cause. Any of these risks related to contracting with governmental entities could adversely impact our future sales and operating results.
We are subject to governmental sanctions and export and import controls that could impair our ability to compete in international markets and may subject us to liability if we are not in full compliance with applicable laws.
Our solutions are subject to export and import controls where we conduct our business activities, including the U.S. Commerce Department’s Export Administration Regulations, U.S. Customs regulations, U.S. supply chain regulations and various economic and trade sanctions regulations established by the U.S. Treasury Department’s Office of Foreign Assets Control. If we fail to comply with applicable trade laws, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of trade privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers. Obtaining necessary authorizations, including any required licenses, may be time-consuming, requires expenditure of corporate resources, is not guaranteed, and may result in the delay or loss of sales opportunities or the ability to realize value from certain acquisitions or engagements. Acquisitions may also subject us to successor liability and other integration compliance risks. Furthermore, U.S. export control laws and economic sanctions may prohibit or limit the transfer of certain products and services to U.S. embargoed or sanctioned countries, governments and parties. We can provide no assurance that any of the precautions we take to prevent our solutions from being provisioned or provided to U.S. sanctions targets in violation of applicable regulations will be effective, and, accordingly, our solutions could be provisioned or provided to those targets, including by our resellers or other third parties, which could have negative consequences for our business, including government investigations, penalties and reputational harm. Changes in our solutions or trade regulations may create delays in the introduction, sale and deployment of our solutions in international markets or prevent the export or import of our solutions to certain countries, governments or persons altogether. Any decreased use of our solutions or limitation on our ability to maintainexport or sell our solutions may adversely affect our business, financial condition and enhanceresults of operations. Import and export control regulations in the United States and other countries are subject to change and uncertainty, including as a result of geopolitical developments and relations between the United States and China, the United States and Russia and war in Europe.
Financial Risks
Because we generally recognize revenue from subscriptions for our brands.services over the term of the subscription, downturns or upturns in new business may not be immediately reflected in our operating results.
We believegenerally recognize revenue from customers ratably over the terms of their subscription and support agreements, which are typically 12 to 36 months. As a result, most of the revenue we report in each quarter is the result of subscription and support agreements entered into during previous quarters. Consequently, a decline in new or renewed subscriptions in any one quarter may not be reflected in our revenue results for that the brand identities we have developed have significantly contributed to the success of our business. Maintaining and enhancing the Salesforce brand and our other brands are critical to expanding our base of customers, partners and employees. Our brand strengthquarter but will depend largely on our ability to remain a technology leader and continue to provide high-quality innovative products, services, and features securely, reliably and in a manner that enhances our customers' success. In order to maintain and enhance our brands, we may be required to make substantial investments that may later prove to be unsuccessful. In addition, positions we take on social issues may be unpopular with some customers or potential customers, which maynegatively impact our ability to attract or retain such customers. Our brand is also associated with our public commitments to sustainabilityrevenue in future quarters. Accordingly, the effect of significant downturns in sales and equality, and any perceived changes in our dedication to these commitments could adversely impact our relationships with our customers. In addition, we have secured the naming rights to facilities controlled by third parties, such as office towers and a transit center, and any negative events or publicity arising from these facilities could adversely impact our

brand. If we fail to maintain and enhance our brands, or if we incur excessive expenses in our efforts to do so, our business, operating results and financial condition may be materially and adversely affected.
We may lose key members of our management team or development and operations personnel, and may be unable to attract and retain employees we need to support our operations and growth.
Our success depends substantially upon the continued services of our executive officers and other key members of management, particularly our Chief Executive Officer. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives. Such changes in our executive management team may be disruptive to our business. We are also substantially dependent on the continued service of our existing development and operations personnel because of the complexitymarket acceptance of our services, and technologies. We dochanges in our attrition rate, may not have employment agreementsbe fully reflected in our results of operations until future periods. Our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period, as revenue from new customers must be recognized over the applicable subscription and support term.
If we experience significant fluctuations in our rate of anticipated growth and fail to balance our expenses with anyour revenue forecasts, our business could be harmed and the market price of our executive officers, key management, development or operations personnelcommon stock could decline.
Due to the unpredictability of future general economic and they could terminate their employment with us at any time. The lossfinancial market conditions, including from the global economic impact of one or moregeopolitical conflict in Europe, the pace of change and innovation in enterprise cloud computing services, the impact of foreign currency exchange rate fluctuations, the growing complexity of our key employees or groups could seriously harmbusiness, including the use of multiple pricing and packaging models and the increasing amount of revenue from software license sales, and our business.
In the technology industry, there is substantialincreasing focus on enterprise cloud computing services, we may not be able to realize our projected revenue growth plans. We plan our expense and continuous competition for engineers with highinvestment levels based on estimates of experience in designing, developingfuture revenue and managing software and Internet-related services, as well as competition for sales executives, data scientists and operations personnel.future anticipated rate of growth. We may not be successfulable to adjust our spending appropriately if the addition of new subscriptions or the renewals of existing subscriptions fall short of our expectations, and unanticipated events may cause us to incur expenses beyond what we anticipated. A portion of our expenses may also be fixed in attractingnature for some minimum amount of time, such as with costs capitalized to obtain revenue contracts, data center and retaining qualified personnel. Weinfrastructure service contracts or office leases, so it may not be possible to reduce costs in a timely manner, or at all, without the payment of fees to exit certain obligations early. As a result, our revenues, operating results and cash flows may fluctuate significantly on a quarterly basis and revenue growth rates may not be sustainable and may decline in the future. In some periods, we have from timenot been able to, time experienced, and we expectmay not be able in the future to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. These difficulties may be amplified by evolving restrictions on immigration, travel or availability of visas for skilled technology workers. If we fail to attract new personnel or fail to retain and motivate our current personnel,provide continued operating margin expansion, which could harm our business and future growth prospects could be severely harmed.
In addition, we believe incause the importancemarket price of our corporate culturecommon stock to decline.
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Any failure in our delivery of high-quality technical support services may adversely affect our relationships with our customers and our financial results.
Our customers depend on our support organization to resolve technical issues relating to our applications. We may be unable to respond quickly enough to accommodate short-term increases in customer demand for support services. Increased customer demand for these services, without corresponding revenues, could increase costs and adversely affect our operating results. In addition, our sales process is highly dependent on our applications and business reputation and on positive recommendations from our existing customers. Any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely affect our reputation, our ability to sell our service offerings to existing and prospective customers, and our business, operating results and financial position.
Periodic changes to our sales organization can be disruptive and may reduce our rate of growth.
We periodically change and make adjustments to our sales organization in response to market opportunities, competitive threats, management changes, product introductions or enhancements, acquisitions, sales performance, increases in sales headcount, cost levels and other internal and external considerations. Any such future sales organization changes may result in a temporary reduction of productivity, which could negatively impact our rate of growth. In addition, any significant change to the way we structure our compensation of our sales organization may be disruptive and may affect our revenue growth.
Unanticipated changes in our effective tax rate and additional tax liabilities and global tax developments may impact our financial results.
We are subject to income taxes in the United States and various jurisdictions outsideother jurisdictions. Significant judgment is often required in the determination of the United States.our worldwide provision for income taxes. Our effective tax rate could fluctuate due tobe impacted by changes in the mix ofour earnings and losses in countries with differing statutory tax rates. Our tax expense could also be impacted byrates, changes in operations, changes in non-deductible expenses, changes in excessthe tax benefitseffects of stock-based compensation expense, changes in the valuation of deferred tax assets and liabilities and our ability to utilize them, the applicability of withholding taxes, and effects from acquisitions and changes in accounting principles and tax laws. Any changes, ambiguity or uncertainty in taxing jurisdictions’ administrative interpretations, decisions, policies and positions could also materially impact our income tax liabilities.
We may also be subject to additional tax liabilities and penalties due to changes in non-income based taxes resulting from changes in federal, state, local or international tax laws, changes in taxing jurisdictions’ administrative interpretations, decisions, policies and positions, results of tax examinations, settlements or judicial decisions, changes in accounting principles, or changes to our business operations, including as a result of acquisitions. Any resulting increase in our tax obligation or cash taxes paid could adversely affect our cash flows and financial results.
We are also subject to tax examinations or engaged in alternative resolutions in multiple jurisdictions. While we regularly evaluate new information that may change our judgment resulting in recognition, derecognition or changechanges in measurement of a tax position taken, there can be no assurance that the final determination of any examinations will not have an adverse effect on our operating results andor financial position.
OurAs our business continues to grow, increasing our brand recognition and profitability, we may be subject to increased scrutiny and corresponding tax provisiondisputes, which may impact our cash flows and financial results. Furthermore, our growing prominence may bring public attention to our tax profile, and if perceived negatively, may cause brand or reputational harm.
As we utilize our remaining tax credits and net operating loss carryforwards, we may be unable to mitigate our tax obligations to the same extent as in prior years, which could also be impacted byhave a material impact to our future cash flows. In addition, changes to our operating structure, including changes related to acquisitions, may result in accounting principles, and changes in U.S. federal and state or internationalcash tax lawsobligations.
Global tax developments applicable to corporate multinationals. Formultinational businesses may have a material impact to our business, cash flows from operating activities, or financial results. Such developments, for example, may include certain new provisions introduced by the 2017 U.S. Tax CutsInflation Reduction Act, certain Organization for Economic Co-operation and Jobs Act ("Tax Act") significantly changed incomeDevelopment’s proposals including the implementation of the global minimum tax law that affect U.S. corporations. We made significant judgmentsunder the Pillar Two model rules, and assumptionsthe European Commission’s and certain major jurisdictions’ heightened interest in and taxation of companies participating in the interpretation of this new lawdigital economy. Furthermore, governments’ responses to macroeconomic factors such as shrinking gross domestic product or increased inflation rates may lead to tax rule changes that could materially and adversely affect our cash flows and financial results.
We are exposed to fluctuations in our calculations ofcurrency exchange rates that have in the provisional amounts reflected in our financial statements. The U.S. Treasury Department, the Internal Revenue Service ("IRS"),past and other standard-setting bodies may issue guidance on how the provisions of the Tax Act will be applied or otherwise administered, and additional accounting guidance or interpretations may be issuedcould in the future that is different from our current interpretation.  As we further analyze the new law, and collect relevant

information to complete our computations of the related accounting impact, we may make adjustments to the provisional amounts that could materially affect our provision for income taxes in the period in which the adjustments are made. In addition, other countries are considering fundamental tax law changes. Any changes in taxing jurisdictions' administrative interpretations, decisions, policies and positions could alsonegatively impact our tax liabilities.
We may also be subject to additional tax liabilitiesfinancial results and penalties due to changes in non-income based taxes resultingcash flows from changes in federal, state orthe value of the U.S. Dollar versus local currencies.
We primarily conduct our business in the following regions: the Americas, Europe and Asia Pacific. The expanding global scope of our business exposes us to risk of fluctuations in foreign currency markets, including in emerging markets. This exposure is the result of selling in multiple currencies, growth in our international tax laws, changesinvestments, including data center expansion, additional headcount in taxing jurisdictions’ administrative interpretations, decisions, policies,foreign locations, and positions,operating in countries where the functional currency is the local currency. Specifically, our results of operations and cash flows are subject to currency fluctuations primarily in Euro, British Pound Sterling, Japanese Yen, Canadian Dollar, Australian Dollar, Brazilian Real and Israeli Shekel against the U.S. Dollar. These exposures may change over time as business practices evolve, economic and political conditions change and evolving tax examinations, settlements or judicial decisions, changesregulations come into effect. The fluctuations of currencies in accounting principles, changeswhich we conduct business can both increase and decrease our overall revenue and expenses for any given fiscal period. Furthermore, fluctuations in foreign currency exchange rates, combined with the seasonality of our business, could affect our ability to the business operations, including acquisitions,accurately predict our future results and earnings.
Additionally, global events as well as geopolitical developments, including conflict in Europe, fluctuating commodity prices, trade tariff developments and inflation have caused, and may in the evaluationfuture cause, global economic uncertainty and uncertainty about the interest rate environment, which has and could in the future amplify the volatility of new informationcurrency fluctuations. Although we attempt to mitigate some of this volatility and related risks through foreign currency hedging, our hedging activities are limited in scope and may not effectively offset the adverse financial impacts that may result from unfavorable movements in foreign currency exchange rates, which could adversely impact our financial condition or results in a change to a tax position taken in a prior period.of operations.
Our debt service obligations, and operating lease commitments and other contractual obligations may adversely affect our financial condition, results of operations and cash flows from operations.flows.
We haveAs of January 31, 2023, we had a substantial level of outstanding debt, including the 0.25% convertible senior notes we issued in March 2013 (“0.25%our Senior Notes”) due April 1, 2018,Notes and the loan we assumed when we purchased an office building located at 50 Fremont Street in San Francisco, California (“50 Fremont”),Fremont. We are also party to the $500.0 million term loanRevolving Loan Credit Agreement, which provides for our $3.0 billion Credit Facility. Although there were no outstanding borrowings under the Credit Facility as of January 31, 2023,
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we may use the proceeds of future borrowings under the Credit Facility for general corporate purposes, which may include, without limitation, financing the consideration for and fees, costs and expenses related to finance our acquisition of Demandware, due July 2019 (the “term loan”)any acquisition.
In addition to the outstanding and capital lease arrangements. Additionally,potential debt obligations above, we have also recorded substantial liabilities associated with noncancellable future payments on our long-term lease agreements. We also have significant other contractual commitments, in operating lease arrangements,such as commitments with infrastructure service providers, which are not reflected on our consolidated balance sheets. In addition, we have a financing obligation for a leased facility of which we are deemed the owner for accounting purposes. In July 2016, we amended and restated our revolving credit facility under which we can draw down up to $1.0 billion.
Maintenance of our indebtedness and contractual commitments and any additional issuances of indebtedness could:
impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate or other purposes;
cause us to dedicate a substantial portion of our cash flows from operations towardstoward debt service obligations and principal repayments; and
make us more vulnerable to downturns in our business, our industry or the economy in general; and
due to limitations within the revolving credit facility and term loan covenants, restrict our ability to incur additional indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into transactions with affiliates, pay dividends or make distributions, repurchase stock and enter into restrictive agreements, as defined in the credit agreement.general.
Our ability to meet our expenses and debt obligations will depend on our future performance, which will be affected by financial, business, economic, regulatory and other factors. We will not be able to control many of these factors, such as economic conditions and governmental regulations. Further, our operations may not generate sufficient cash to enable us to service our debt or contractual obligations resulting from our leases. If we fail to make a payment on our debt, we could be in default on such debt. If we are at any time unable to generate sufficient cash flows from operations to service our indebtedness when payment is due, we may be required to attempt to renegotiate the terms of the instruments relating to the indebtedness, seek to refinance all or a portion of the indebtedness or obtain additional financing. There can be no assurance that we would be able to successfully renegotiate such terms, that any such refinancing would be possible or that any additional financing could be obtained on terms that are favorable or acceptable to us. Any new or refinanced debt may be subject to substantially higher interest rates, which could adversely affect our financial condition and impact our business. In addition, we may seek debt financing to fund future acquisitions. We can offer no assurance that we can obtain debt financing on terms acceptable to us, if at all.
In addition, adverse changes by any rating agency to our credit ratings may negatively impact the value and liquidity of both our debt and equity securities, as well as the potential costs associated with a refinancing of our debt. Downgrades in our credit ratings could also affect the terms of any such refinancing or future financing or restrict our ability to obtain additional financing in the future.
The indentures governing our Senior Notes and the Revolving Loan Credit Agreement impose restrictions on us and require us to maintain compliance with specified covenants. Our ability to comply with these covenants may be affected by events beyond our control. A failure to comply with the covenants and other provisions of our outstanding debt could result in events of default under such instruments, which could permit acceleration of all of our notesdebt and borrowings. Any required repayment of our notes or revolving credit facilitydebt as a result of a fundamental change or other acceleration would lower our current cash on hand such that we would not have those funds available for use in our business.
New leaseLease accounting guidance will requirerequires that we record a liability for operating lease activity on our consolidated balance sheet, no later than fiscal 2020, which will result in an increase inincreases both our assets and financing obligations. The implementation of this guidanceliabilities and therefore may impact our ability to obtain the necessary financing from financial institutions at commercially viable rates or at all as this new guidanceall. Our 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 and associated asset only when it is reasonably certain that we will resultexercise the associated extension option or waive the termination option. We reassess the lease term if and when a significant event or change in a higher financing obligation oncircumstances occurs within our consolidated balance sheet.
Weakened global economic conditions may adversely affect our industry, business and results of operations.
Our overall performance depends in part on worldwide economic and geopolitical conditions.control. The United States and other key international economies have experienced cyclical downturns from time to time in which economic activity was impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, bankruptcies and overall uncertainty with respect to the economy. These economic conditions can arise suddenly and the fullpotential impact of such conditions can remain uncertain. In addition, geopolitical developments can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets. Moreover, these conditions can affect the rate of information technology spending andoptions to extend could adversely affect our customers’ ability or willingness to purchase our enterprise cloud computing services, delay prospective customers’

purchasing decisions, reduce the value or duration of their subscription contracts, or affect attrition rates, all of which could adversely affect our future sales and operating results.
Natural disasters and other events beyond our control could materially adversely affect us.
Natural disasters or other catastrophic events may cause damage or disruptionbe material to our operations, international commercefinancial position and the global economy, and thus could have a strong negative effect on us. Our business operations are subject to interruption by natural disasters, fire, power shortages, pandemics and other events beyond our control. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to deliver our services to our customers, and could decrease demand for our services. Our corporate headquarters, and a significant portion of our research and development activities, information technology systems, and other critical business operations, are located near major seismic faults in the San Francisco Bay Area. Because we do not carry earthquake insurance for direct quake-related losses, with the exception of the building that we own in San Francisco, and significant recovery time could be required to resume operations, our financial condition and operating results could be materially adversely affected in the event of a major earthquake or catastrophic event.
Climate change may have a long-term impact on our business.
While we seek to partner with organizations that mitigate their business risks associated with climate change, we recognize that there are inherent climate related risks wherever business is conducted. Access to clean water and reliable energy in the communities where we conduct our business, whether for our offices, vendors, customers or other stakeholders, is a priority. Any of our primary locations may be vulnerable to the adverse effects of climate change. Climate related events have the potential to disrupt our business and may cause us to experience losses and additional costs to resume operations.results.
Current and future accounting pronouncements and other financial and nonfinancial reporting standards especially but not only concerning revenue recognition, cost capitalization and lease accounting, may negatively impact our financial results.
We regularly monitor our compliance with applicable financial and nonfinancial reporting standards and review new pronouncements and drafts thereofinterpretations that are relevant to us. As a result of new financial or nonfinancial standards or pronouncements, changes to existing standards or pronouncements and changes in their interpretation, we mightmay be required to change our accounting policies, particularly concerning revenue recognition,to alter our operational policies, to implement new or enhance existing systems so that they reflect new or amended financial reporting standards, and to adjust our published financial statements. For example, proposed reporting requirements such as the capitalized incremental costsSEC proposals related to obtain a customer contractthe enhancement and leasestandardization of climate-related disclosures may require us to change our accounting policies, to alter our operational policies and to implement new or enhance existing systems so that they reflect new or amended financial reporting standards, or to restate our published financial statements. Such changes may have an adverse effect on our business, financial position and operating results, or cause an adverse deviation from our revenue and operating profit target,targets, which may negatively impact our financial results.
We may be subject
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Risks Related to risks related to government contracts and related procurement regulations.Owning Our Common Stock
Our contracts with federal, state, local,quarterly results are likely to fluctuate, which may cause the value of our common stock to decline substantially.
Our quarterly results are likely to fluctuate. Fluctuations have occurred due to known and unknown risks, such as the sudden and unanticipated effects of the COVID-19 pandemic and rising interest rates. In addition, our fiscal fourth quarter has historically been our strongest quarter for new business and renewals, and the year-over-year compounding effect of this seasonality in billing patterns and overall new business and renewal activity causes the value of invoices that we generate in the fourth quarter to continually increase in proportion to our billings in the other three quarters of our fiscal year. As a result, our fiscal first quarter has typically in the past been our largest collections and operating cash flow quarter.
Additionally, some of the important factors that may cause our revenues, operating results and cash flows to fluctuate from quarter to quarter include:
general economic or geopolitical conditions, including the impacts of the conflict in Europe, financial market conditions, increasing costs of operation and foreign government entities are subjectcurrency exchange rates, any of which can adversely affect either our customers’ ability or willingness to various procurement regulations and other requirements relating topurchase additional subscriptions or upgrade their formation, administration and performance. We may be subject to audits and investigations relating to our governmentservices, or delay prospective customers’ purchasing decisions, reduce the value of new subscription contracts, and any violations could result in various civil and criminal penalties and administrative sanctions, including termination of contract, refunding or suspending of payments, forfeiture of profits, payment of fines, and suspension or debarment from future government business. In addition, such contracts may provide for termination by the government at any time, without cause. Any of these risks related to contracting with governmental entities could adversely impact our future sales and operating resultsaffect attrition rates;
We are subject to governmental export and import controls that could impair our ability to competeretain and increase sales to existing customers, attract new customers and satisfy our customers’ requirements;
the attrition rates for our services;
the rate of expansion and productivity of our sales force;
the length of the sales cycle for our services;
new product and service introductions by our competitors;
our success in international marketsselling our services to large enterprises;
changes in unearned revenue and subject usremaining performance obligation, due to liability if we are notseasonality, the timing of and compounding effects of renewals, invoice duration, size and timing, new business linearity between quarters and within a quarter, average contract term, the collectability of invoices related to multi-year agreements, the timing of license software revenue recognition, or fluctuations due to foreign currency movements, all of which may impact implied growth rates;
our ability to realize benefits from strategic partnerships, acquisitions or investments;
variations in full compliance with applicable laws.
Our solutions are subject to exportthe revenue mix of our services and import controls,growth rates of our subscription and support offerings, including the timing of software license sales and sales offerings that include an on-premise software element for which the revenue allocated to that deliverable is recognized upfront;
the seasonality of our sales cycle, including software license sales, and timing of contract execution and the corresponding impact on revenue recognized at a point in time;
changes in our pricing policies and terms of contracts, whether initiated by us or as a result of competition, customer preference or other factors;
expenses associated with our pricing policies and terms of contracts, such as the costs of customer SMS text usage paid by us and the related impacts to our gross margin;
the seasonality of our customers’ businesses, especially our Commerce Department’s Export Administration Regulations,service offering customers, including retailers and branded manufacturers;
fluctuations in foreign currency exchange rates such as with respect to the U.S. Customs regulationsDollar against the Euro and various economicBritish Pound Sterling;
the amount and trade sanctions regulations establishedtiming of operating costs and capital expenditures related to the operations and expansion of our business;
the number of new employees, including the cost to recruit and train such employees;
the timing of commission, bonus and other compensation payments to employees, including decisions to guarantee some portion of commissions payments in connection with extraordinary events;
the cost, timing and management effort required for the introduction of new features to our services;
the costs associated with acquiring new businesses and technologies and the follow-on costs of integration and consolidating the results of acquired businesses;
expenses related to our real estate or changes in the nature or extent of our use of existing real estate, including our office leases and our data center capacity and expansion;
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timing of additional investments in our enterprise cloud computing application and platform services and in our consulting services;
expenses related to significant, unusual or discrete events, which are recorded in the period in which the events occur;
extraordinary expenses such as litigation or other dispute-related settlement payments;
income tax effects resulting from, but not limited to, tax law changes, court decisions on tax matters, global tax developments applicable to multinational corporations, changes in operations or business structures and acquisition activity;
the timing of payroll and other withholding tax expenses, which are triggered by the Treasury Department’s Officepayment of Foreign Assets Control.bonuses and when employees exercise their vested stock options;
technical difficulties or interruptions in our services;
changes in interest rates and our mix of investments, which impact the return on our investments in cash and marketable securities;
conditions, and particularly sudden changes, in the financial markets, which have impacted and may continue to impact the value and liquidity of our investment portfolio;
changes in the fair value of our strategic investments in early-to-late-stage privately held and public companies, including temporary impairments, which could negatively and materially impact our financial results, particularly in periods of significant market fluctuations;
equity or debt issuances, including as consideration in or in conjunction with acquisitions;
the timing of stock awards to employees and the related adverse financial statement impact of having to expense those stock awards on a straight-line basis over their vesting schedules;
evolving regulations of cloud computing and cross-border data transfer restrictions and similar regulations;
regulatory compliance and acquisition costs; and
the impact of new accounting pronouncements and associated system implementations.
Many of these factors are outside of our control, and the occurrence of one or more of them might cause our operating results to vary widely. If we fail to comply with these U.S. export control lawsmeet or exceed operating results expectations or if securities analysts and import laws weinvestors have estimates and certainforecasts of our employees could be subject to substantial civilfuture performance that are unrealistic or criminal penalties, includingthat we do not meet, the possible loss of export or import privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible employees or managers. Obtaining the necessary authorizations, including any required license, may be time-consuming, is not guaranteed and may result in the delay or loss of sales opportunities. Furthermore, the U.S. export control laws and economic sanctions laws prohibit the shipment of certain products and services to U.S. embargoed or sanctioned countries, governments and persons. Even though we take precautions to prevent our solutions from being provisioned or provided to U.S. sanctions targets, our solutions could be provisioned to those targets or provided by our resellers despite such precautions. Any such sales could have negative consequences, including government investigations, penalties and reputational harm. Changes in our solutions or changes in export and import regulations may create delays in the introduction, sale and deploymentmarket price of our solutions in international marketscommon stock could decline. In addition, if one or preventmore of the export or importsecurities analysts who cover us adversely change their recommendations regarding our stock, the market price of our solutions to certain countries, governments or persons altogether. Any decreased use of our solutions or limitation on our ability to export or sell our solutions would likely adversely affect our business, financial condition and results of operations.

Risks Relating to Our Convertible Senior Notes and Our Common Stockcommon stock could decline.
The market price of our common stock is likely to be volatile and could subject us to litigation.
The trading prices of the securities of technology companies have historically been highly volatile. Accordingly, the market price of our notes and common stock has been and is likely to continue to be subject to wide fluctuations. Factors affecting the market price of our notes and common stock include:
variations in our operating results, earnings per share, cash flows from operating activities, deferredunearned revenue, both billed and unbilled,remaining performance obligation, year-over-year growth rates for individual core service offerings and other financial metrics and non-financial metrics, such as transaction usage volumes and Einstein predictions, and how those results compare to analyst expectations;
variations in, and limitations of, the various financial and other metrics and modeling used by analysts in their research and reports about our business;
forward-looking guidance to industry and financial analysts related to, for example, future revenue, current remaining performance obligation, cash flows from operating activities and earnings per share;share, the accuracy of which may be impacted by various factors, many of which are beyond our control, including general economic and market conditions and unanticipated delays in the integration of acquired companies as a result of regulatory review;
our ability to meet or exceed forward-looking guidance we have given or to meet or exceed the expectations of investors, analysts or others; our ability to give forward-looking guidance consistent with past practices; and changes to or withdrawal of previous guidance or long-range targets;
changes in the estimates of our operating results or changes in recommendations by securities analysts that elect to follow our common stock;
announcements of technological innovations, new services or service enhancements, strategic alliances or significant agreements by us or by our competitors;
announcements by us or by our competitors of mergers or other strategic acquisitions, or rumors of such transactions involving us or our competitors;
announcements of customer additions and customer cancellations or delays in customer purchases;
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the coverage of our common stock by the financial media, including television, radio and press reports and blogs;
recruitment or departure of key personnel;personnel, such as the recent departure of our former co-CEO;
disruptions in our service due to computer hardware, software, network or data center problems;
the economy as a whole, geopolitical conditions, including global trade and health concerns, market conditions in our industry and the industries of our customers;
trading activity or positions by a limited number of stockholders who together beneficially own a significant portion of our outstanding common stock;stock, as well as other institutional or activist investors;
the issuance of shares of common stock by us, whether in connection with an acquisition or a capital raising transactioncapital-raising transaction;
the inability to execute on our Share Repurchase Program as planned, including failure to meet internal or upon conversionexternal expectations around the timing or price of someshare repurchases, and any reductions or alldiscontinuances of our outstanding convertible senior notes; andrepurchases thereunder;
issuance of debt or other convertible securities.securities;
the inability to conclude that our internal controls over financial reporting are effective;
changes to our credit ratings; and
ESG and other issues impacting our reputation.
In addition, if the market for technology stocks or the stockgreater securities market in general experiencesexperience uneven investor confidence, the market price of our notes and common stock has and could in the future decline for reasons unrelated to our business, operating results or financial condition. The market price of our notes and common stock has and might in the future also decline in reaction to events that affect other companies within, or outside, our industry even if these events do not directly affect us. Some companies that have experienced volatility in the trading price of their stock have been the subject of securities class action litigation. If we arelitigation, such as the subject of suchsecurities litigation itagainst Slack that was brought before our acquisition. Such litigation, whether against Salesforce or an acquired subsidiary, could result in substantial costs and a diversion of management’s attention and resources.
We may issue additional shares of our common stock or instruments convertible into shares of our common stock, including in connection with the conversion of the notes,resources and thereby materially and adversely affect the market price of our common stock and the trading price of the notes.
We are not restrictedliability resulting from issuing additional shares of our common stock or other instruments convertible into, or exchangeable or exercisable for, shares of our common stock during the life of the notes. If we issue additional shares of our common stock or instruments convertible into shares of our common stock, it may materially and adversely affect the market price of our common stock and, in turn, the trading price of the notes. In addition, the conversion of some or all of the notes may dilute the ownership interests of existing holders of our common stock, and any sales in the public market of any shares of our common stock issuable upon such conversion of the notes could adversely affect the prevailing market price of our common stock. In addition, the potential conversion of the notes could depress the market price of our common stock.
We may not have the ability to pay the amount of cash due upon conversion of the notes or the fundamental change purchase price due when a holder submits its notes for purchase upon the occurrencesettlement of a fundamental change.
Upon the occurrence of a fundamental change, holders of the notes may require us to purchase, for cash, all or a portion of their notes. In addition, if a holder converts its notes, we will generally pay such holder an amount of cash before delivering to such holder any shares of our common stock.

There can be no assurance that we will have sufficient financial resources, or will be able to arrange financing, to pay the fundamental change purchase price if holders submit their notes for purchase by us upon the occurrence of a fundamental change or to pay the amount of cash due if holders surrender their notes for conversion. In addition, agreements governing any future debt may restrict our ability to make each of the required cash payments even if we have sufficient funds to make them. Furthermore, our ability to purchase the notes or to pay cash upon the conversion of the notes may be limited by law or regulatory authority. If we fail to purchase the notes, to pay interest due on the notes, or to pay the amount of cash due upon conversion, we will be in default under the indenture, which in turn may result in the acceleration of other indebtedness we may then have. If the repayment of the other indebtedness were to be accelerated, we may not have sufficient funds to repay that indebtedness and to purchase the notes or to pay the amount of cash due upon conversion. Our inability to pay for the notes that are tendered for purchase or upon conversionlitigation could result in note holders receiving substantially less than the principal amount of the notes, which could harm our reputation, financing opportunities and our business.
The fundamental change provisions of the notes may delay or prevent an otherwise beneficial takeover attempt of us.
The fundamental change purchase rights will allow holders of the notes to require us to purchase all or a portion of their notes upon the occurrence of a fundamental change. The provisions requiring an increase to the conversion rate for conversions in connection with a make-whole fundamental change may, in certain circumstances, delay or prevent a takeover of us and the removal of incumbent management that might otherwise be beneficial to investors.
The convertible note hedges and warrant transactions may affect the trading price of the notes and the market price of our common stock.
We entered into privately negotiated convertible note hedge transactions with certain hedge counterparties concurrently with the pricing of the notes. We also entered into privately negotiated warrant transactions with the hedge counterparties. Taken together, the convertible note hedge transactions and the warrant transactions are expected, but not guaranteed, to reduce the potential dilution with respectmaterial adverse impacts to our common stock upon conversionoperating cash flows or results of the notes. If, however, the price of our common stock, as measured under the terms of the warrant transactions, exceeds the exercise price of the warrant transactions, the warrant transactions will haveoperations for a dilutive effect on our earnings per share to the extent that the price of our common stock as measured under the warrant transactions exceeds the strike price of the warrant transactions.
The hedge counterparties and their respective affiliates periodically modify their hedge positions from time to time following the pricing of the notes (and are particularly likely to do so during any observation period relating to a conversion of the notes) by entering into or unwinding various over-the-counter derivative transactions with respect to our common stock, or by purchasing or selling shares of our common stock or the notes in privately negotiated transactions or open market transactions. The effect, if any, of these transactions and activities on the market price of our common stock or the trading price of the notes will depend in part on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the market price of our common stock and the trading price of the notes.
We do not make any representation or prediction as to the direction or magnitude of any potential effect that the transactions described above may have on the price of the notes or our common stock. In addition, we do not make any representation that the counterparties to those transactions will engage in these transactions or activities or that these transactions and activities, once commenced, will not be discontinued without notice; the counterparties or their affiliates may choose to engage in, or discontinue engaging in, any of these transactions or activities with or without notice at any time, and their decisions will be in their sole discretion and not within our control.
We are subject to counterparty risk with respect to the convertible note hedge transactions.
The hedge counterparties are financial institutions or affiliates of financial institutions, and we will be subject to the risk that these hedge counterparties may default under the convertible note hedge transactions. Our exposure to the credit risk of the hedge counterparties will not be secured by any collateral. If one or more of the hedge counterparties to one or more of our convertible note hedge transactions becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at the time under those transactions. Our exposure will depend on many factors but, generally, the increase in our exposure will be correlated to the increase in our stock price and the volatility of our stock. In addition, upon a default by one of the hedge counterparties, we may suffer adverse tax consequences and dilution with respect to our common stock. We can provide no assurances as to the financial stability or viability of any of the hedge counterparties.given period.
Provisions in our amended and restated certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent a change of control of our companythe Company or changes in our management and, therefore, depress the market price of our common stock.
Our amended and restated certificate of incorporation and bylaws contain provisions that could depress the market price of our common stock by acting to discourage, delay or prevent a change in control of our companythe Company or changes in our management that the stockholders of our companythe Company may deem advantageous. These provisions among other things:
permit the board of directors to establish the number of directors;

provide that directors may only be removed with the approval of holders of 66 2/3 percent of our outstanding capital stock;
require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and bylaws;
authorize the issuance of “blank check” preferred stock that our board could use to implement a stockholder rights plan (also known as a “poison pill”);
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and
establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
In addition, Section 203 of the Delaware General Corporation Law may discourage, delay or prevent a change in control of our company. Section 203 imposes certain restrictions on merger, business combinations and other transactions between us and holders of 15 percent or more of our common stock.
General Risks
The effects of the COVID-19 pandemic and related public health measures have materially affected how we and our customers are operating our businesses, and have in the past materially affected our operating results and cash flows; the duration and extent to which this will impact our future results of operations and cash flows remain uncertain.
The COVID-19 pandemic and related public health measures have materially affected how we and our customers are operating our businesses, and have in the past materially affected our operating results and cash flows; the duration and extent to which this will impact our future results remain uncertain. We have in the past and may in the future deem it advisable to alter, postpone or cancel entirely additional customer, employee and industry events.
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Changes in our work environment and workforce in the wake of the COVID-19 pandemic have and could in the future adversely affect our operations. In particular, although most of our offices have reopened, we have offered a significant percentage of our employees the flexibility in the amount of time they work in an office. This presents risks for our real estate portfolio and strategy and presents operational and workplace culture challenges that may adversely affect our business. Even as the pandemic moves into endemic stages, our employees may be exposed to health risks and government directives may require us to again close certain of our offices that have since been reopened.
Our operations were negatively affected by a range of external factors related to the COVID-19 pandemic that are not within our control, and COVID-19 remains a public health emergency in certain parts of the world, which could impact the operations of our business infrastructure and service providers in such parts of the world and delay our security measures, business processes, product development and foreign investments. As we continue to monitor the situation and public health guidance throughout the world, we may adjust our current policies and practices, and existing and new precautionary measures could negatively affect our operations.
The duration and extent of the long-term impact of the COVID-19 pandemic and related economic conditions on our financial condition or results of operations remains uncertain. Due to our subscription-based business model, these effects may not be fully reflected in our results of operations until future periods. If there is a substantial impact on our customers’ business or the productivity of our employees or partners, our results of operations and overall financial performance may be harmed. The global macroeconomic effects of the COVID-19 pandemic and related impacts on our customers’ business operations and their demand for our products and services may persist for an indefinite period, even after the COVID-19 pandemic has subsided. In addition, the fundamental change purchase rights applicableeffects of the COVID-19 pandemic may heighten other risks described in this “Risk Factors” section.
Volatile and significantly weakened global economic conditions have in the past and may in the future adversely affect our industry, business and results of operations.
Our overall performance depends in part on worldwide economic and geopolitical conditions. The United States and other key international economies have experienced significant economic and market downturns in the past, and are likely to experience additional cyclical downturns from time to time in which economic activity is impacted by falling demand for a variety of goods and services, restricted credit, poor liquidity, reduced corporate profitability, volatility in credit, equity and foreign exchange markets, inflation, bankruptcies and overall uncertainty with respect to the notes, whicheconomy. These economic conditions can arise suddenly, as did the conditions associated with the COVID-19 pandemic, and the full impact of such conditions can be difficult to predict. In addition, geopolitical and domestic political developments, such as existing and potential trade wars and other events beyond our control, such as conflict in Europe, have increased levels of political and economic unpredictability globally and increase the volatility of global financial markets. Moreover, these conditions have affected and may continue to affect the rate of IT spending; could adversely affect our customers’ ability or willingness to attend our events or to purchase our enterprise cloud computing services; have delayed and may delay customer purchasing decisions; have reduced and may in the future reduce the value and duration of customer subscription contracts; and we expect these conditions will allow note holdersadversely affect our customer attrition rates. All of these risks and conditions could materially adversely affect our future sales and operating results.
Natural disasters and other events beyond our control have in the past and may in the future materially adversely affect us.
Natural disasters or other catastrophic events have in the past and may in the future cause damage or disruption to requireour operations, international commerce and the global economy, and thus could have a strong negative effect on us. Our business operations, the business operations of third-party providers or suppliers that we rely on to conduct our business and the business operations of our customers are subject to interruption by natural disasters, fire, power shutoffs or shortages, actual or threatened public health emergencies and other events beyond our control. Although we maintain crisis management and disaster response plans, such events could make it difficult or impossible for us to purchase all ordeliver our services to our customers, and could decrease demand for our services. Our corporate headquarters, and a significant portion of their notes uponour personnel, research and development activities, IT systems and other critical business operations, are located near major seismic faults in the occurrenceSan Francisco Bay Area. Because we do not carry earthquake insurance for direct earthquake-related losses, with the exception of the building that we own in San Francisco, and significant recovery time could be required to resume operations, our financial condition and operating results could be materially and adversely affected in the event of a fundamental change,major earthquake or catastrophic event, and the provisions requiringadverse effects of any such catastrophic event would be exacerbated if experienced at the same time as another unexpected and adverse event. For example, wildfires have resulted in power shut-offs in the San Francisco Bay Area and are likely to occur in the future, and this could adversely affect the work-from-home operations of our employees in the San Francisco Bay Area.
Climate change may have an increaseimpact on our business.
While we seek to mitigate our business risks associated with climate change by establishing robust environmental programs and partnering with organizations who are also focused on mitigating their own climate-related risks, we recognize
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that there are inherent climate-related risks wherever business is conducted. Any of our primary locations may be vulnerable to the conversion rate for conversions in connectionadverse effects of climate change. For example, our offices globally have historically experienced, and are projected to continue to experience, climate-related events at an increasing frequency, including drought, water scarcity, heat waves, cold waves, flooding, wildfires and resultant air quality impacts and power shutoffs associated with a make-whole fundamental change, may in certain circumstances delay or prevent a takeoverwildfire prevention. Furthermore, it is more difficult to mitigate the impact of usthese events on our employees to the extent they work from home. Changing market dynamics, global policy developments and the removalincreasing frequency and impact of incumbent managementextreme weather events on critical infrastructure in the United States and elsewhere have the potential to disrupt our business, the business of third-party providers or suppliers that might otherwise be beneficialwe rely on to investors.conduct our business and the business of our customers, and may cause us to experience higher attrition, losses and additional costs to maintain or resume operations. Additionally, failure to uphold, meet or make timely forward progress against our public commitments and goals related to climate action could adversely affect our reputation with investors, suppliers and customers, our financial performance or our ability to recruit and retain talent.
ITEM 1B.    UNRESOLVED STAFF COMMENTS
None.
ITEM 2.    PROPERTIES
As of January 31, 2018,2023, our executive and principal offices for sales, marketing, professional services, development and development consistadministration consisted of approximately 1.81.6 million square feet of leased and owned property in San Francisco. OfExcluded from this total, we lease and occupyamount is approximately 1.10.8 million square feet and own and occupy a majority of the approximately 820,000 square feet of total owned space at 50 Fremont Street. Of the total space in San Francisco 1.2that is currently sublet, as well as approximately 0.7 million square feet is concentrated in our urban campus, which includes 50 Fremont Street, 350 Mission Street,San Francisco currently available to sublease as we continued consolidating and Salesforce Tower located at 415 Mission Street ("Salesforce Tower"), collectively defined as our "Urban Campus". subleasing additional real estate leases in fiscal 2023.
We also lease office space for our operations in various locations throughout the United States for local sales and professional services personnel. Our foreign subsidiaries leaseas well as office space in a number of countries in Europe, North America, Asia, South America, Africa and Australia for our international operations, primarily for local sales and professional services personnel.
In addition, in April 2014, we entered into a lease agreement for approximately 882,000 rentable square feet in Salesforce Tower. The lease payments associated with the lease will be approximately $774.1 million over the 15.5 year term of the lease, beginning in our second quarter of fiscal 2018. We currently occupy 97,000 square feet of this property, and we have included this amount in the total leased space in San Francisco stated above.Australia.
We operate data centers in the U.S., Europe and Asia pursuant to various co-location lease arrangements.
Beginning in the fourth quarter of fiscal 2023, we made a decision to exit or reduce office space in select locations within certain markets under operating leases. See Note 10 Restructuring in the notes to the consolidated financial statements included in Part II, Item 8, "Financial Statements" of this Annual Report on Form 10-K for additional information regarding our select real estate exits and office space reductions within certain markets.
We believe that our existing facilities and offices are adequate to meet our current requirements. If we require additional space, we believe that we will be able to obtain such space on acceptable, commercially reasonable terms.
ITEM 3.
ITEM 3.    LEGAL PROCEEDINGS
In the ordinary course of business, we are 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, or alleged violation of commercial, corporate and securities, labor and employment, wage and hour, or other laws or regulations. We have been, and may in the future be put on notice and/or sued by third parties for alleged infringement of their proprietary rights, including patent infringement.
We evaluate all claims and lawsuits with respect to their potential merits, our potential defenses and counterclaims, settlement or litigation potential and the expected effect on us. Our technologies may be subject to injunction if they are found to infringe the rights of a third-party.third party. In addition, many of our subscription agreements require us to indemnify our customers for third-party intellectual property infringement claims, which could increase the cost to us of an adverse ruling on such a claim.
The outcome of any claims or litigation, regardless of the merits, is inherently uncertain. Any claims and other lawsuits, and the disposition of such claims and lawsuits, whether through settlement or litigation, could be time-consuming and

expensive to resolve, divert our attention from executing our business plan, result in efforts to enjoin our activities, lead to attempts by third parties to seek similar claims and, in the case of intellectual property claims, require us to change our technology, change our business practices, pay monetary damages or enter into short- or long-term royalty or licensing agreements.
In general, the resolution of a legal matter could prevent us from offering our service to others, could be material to our financial condition or cash flows, or both, or could otherwise adversely affect our operating results.
We make a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and otherFor more information and events pertaining to a particular matter. The outcomes of ourregarding legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. As a result, we may not be 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 any contingencies, and our estimates may not prove to be accurate.
In our opinion, resolution of all current matters is not expected to have a material adverse impact on our consolidated results of operations, cash flows or financial position. However, depending on the nature and timing of a given dispute or other contingency, an unfavorable resolution could materially affect our current or future results of operations or cash flows, or both, in a particular quarter.
See alsosee Note 15,14 “Legal Proceedings and Claims” ofto the Notes to Consolidated Financial Statements includedconsolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.Part II.
ITEM 4.MINE SAFETY DISCLOSURES
ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable.
34

ITEM 4A.EXECUTIVE OFFICERS OF THE REGISTRANT
ITEM 4A.    INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following sets forth certain information regarding our current executive officers as of March 1, 2018February 28, 2023 (in alphabetical order):
NameAgePosition
Marc Benioff58Chair of the Board, CEO and co-Founder
NameParker HarrisAge56PositionDirector, Chief Technology Officer and co-Founder
Joe Allanson54Chief Accounting Officer and Corporate Controller
Marc BenioffBrent Hyder5358Chairman of the Board of DirectorsPresident and Chief ExecutivePeople Officer
Keith BlockBrian Millham5653Vice Chairman, President and Chief Operating Officer
Alexandre DayonSundeep Reddy50Executive Vice President and Chief StrategyAccounting Officer
Parker HarrisSrinivas Tallapragada5153Co-FounderPresident and Chief TechnologyEngineering Officer
Mark Hawkins58
Amy Weaver55President and Chief Financial Officer
Maria Martinez60President, Global Customer Success and Latin America
Cindy Robbins45President and Chief People Officer
Bret Taylor37President and Chief Product Officer
Amy Weaver50President, Legal and General Counsel
Joe Allanson has served as our Chief Accounting Officer and Corporate Controller since February 2014. Prior to that, Mr. Allanson served as our Senior Vice President, Chief Accountant and Corporate Controller since July 2011, Senior Vice President, Corporate Controller from July 2007 to July 2011, and served in various other management positions in finance since joining Salesforce in 2003. Prior to Salesforce, Mr. Allanson spent four years at Autodesk, Inc. and three years at Chiron Corporation in key corporate finance positions. Previously, he worked at Arthur Andersen LLP for 11 years in its Audit and Business Advisory Services group. Mr. Allanson also serves onMarc Benioff is Chair of the Board, of Trustees of the University of San Francisco. Mr. Allanson graduated from Santa Clara University with a B.S. in Accounting.
Marc Benioff is Chairman, Chief Executive Officer and co-founderco-Founder of Salesforce and a pioneer of cloud computing. Under Mr. Benioff’sBenioff has served as Chief Executive Officer since 2001 and under his leadership, Salesforce has become the fastest-growing top-five enterprise#1 provider of CRM software company and the #1 CRM provider globally. Mr. Benioff was named Innovator of the Decade by Forbes ranked #3 on Fortune's 2017 "Best Businessperson of the Year" list, and recognized as one of the World’s 50 Greatest Leaders by Fortune and 2010 Best-Performing CEOs by Harvard Business Review. AAs a member of the World Economic Forum ("WEF")(WEF) Board of Trustees, Mr. Benioff serves as the inaugural Chairchair of WEF'sWEF’s Forum Center for the Fourth Industrial Revolution in San Francisco. Mr. Benioff alsocurrently serves as Chair of Salesforce.org. Mr. Benioff served as a director of Cisco Systems, Inc. from 2012 to 2014.the Salesforce Foundation. Mr. Benioff received ahis B.S. in Business Administration from the University of Southern California, where he isalso serves on itsthe Board of Trustees.

Keith BlockParker Harris has served as our Vice Chairman, President and as a Director since joining Salesforce in June 2013,August 2018 and has additionally served as our Chief Operating Officer since February 2016. Prior to that, Mr. Block was employed at Oracle Corporation from 1986 to June 2012 where he held a number of positions, most recently Executive Vice President, North America. Mr. Block currently serves on the World Economic Forum’s Information Technology Community as a Governor, the Board of Trustees for Carnegie-Mellon University, the President’s Advisory Council at Carnegie-Mellon University Heinz Graduate School and the Board of Trustees at the Concord Museum. Mr. Block received both a B.S. in Information Systems and an M.S. in Management & Policy Analysis from Carnegie-Mellon University.
Alexandre Dayon has served as our President and Chief Strategy Officer since November 2017. Prior to that, he served as our President and Chief Product Officer since February 2016, President, Products from March 2014 to February 2016, President, Applications and Platform from December 2012 to March 2014, Executive Vice President, Applications from September 2011 to December 2012, Executive Vice President, Product Management from February 2010 to December 2012, and Senior Vice President, Product Management from September 2008 to January 2010. Mr. Dayon joined Salesforce through the acquisition of InStranet, a leading knowledge-base company, where he was a founder and served as CEO. Prior to InStranet, Mr. Dayon was a founding member of Business Objects SA where he led the product group for more than 10 years. Mr. Dayon, who holds several patents, is focused on creating business value out of technology disruption. Mr. Dayon holds a master’s degree in electrical engineering from Ecole Supérieure d'Electricité (SUPELEC) in France.
Parker Harris has served as our Co-Founder and Chief Technology Officer since September 2016. Mr. Harris co-founded Salesforce in February 1999 and has served in senior technical positions since inception. Frominception, including Executive Vice President, Technology from December 2004 to February 2013, Mr. Harris served as our Executive Vice President, Technology.2013. Prior to Salesforce, Mr. Harris was a Vice President atco-founded Left Coast Software, a Java consulting firm, he co-founded,and served as its Vice President from October 1996 to February 1999. Mr. Harris received ahis B.A. in English Literature from Middlebury College.
Mark Hawkins Brent Hyder has served as our President and Chief People Officer since September 2019. Prior to joining Salesforce, Mr. Hyder served in several senior management roles at Gap Inc., a global clothing and accessories retailer, from 2004 to 2019, including Executive Vice President and Chief People Officer from February 2018 to September 2019, Executive Vice President, Global Talent and Sustainability from May 2017 to February 2018, Executive Vice President and Chief Operating Officer, Gap from June 2016 to May 2017 and Senior Vice President, Human Resources, Gap from September 2014 to June 2016. Mr. Hyder holds a B.A. in Retail Management from Brigham Young University.
Brian Millham has served as our President and Chief Operating Officer since August 2022. Mr. Millham has been with Salesforce since its inception in 1999, most recently serving as Chief Customer Success Officer and Chief Operating Officer, Global Distribution from February 2022 to August 2022. From February 2021 to February 2022, he served as President, Customer Success Group and Chief Operating Officer, Worldwide Distribution. From August 2018 to February 2021, Mr. Millham served as President, Customer Success Group. From June 2017 to August 2018, Mr. Millham served as Executive Vice President, Americas Commercial, and B-to-C Sales, Global Strategy. Previously, Mr. Millham served in various leadership roles in business development, account management and sales. Mr. Millham received his B.A. from the University of California, Berkeley.
Sundeep Reddy has served as our Chief Accounting Officer since September 2021. Prior to joining Salesforce, Mr. Reddy served in a variety of corporate finance leadership roles at McKesson Corporation, a pharmaceutical distribution company, from 2013 to 2021, including Senior Vice President, Controller and Chief Accounting Officer from July 2018 to September 2021, Senior Vice President, Assistant Controller from June 2017 to July 2018, Senior Vice President, McKesson Technology Solutions Finance and Accounting from March 2017 to June 2017 and Vice President, Controller of McKesson Technology Solutions from December 2013 to February 2017. Mr. Reddy is a Certified Public Accountant and received his B.B.A. from Georgia State University and M.B.A. from Emory University.
Srinivas Tallapragada has served as our President and Chief Engineering Officer since December 2019. Prior to this, he served as our President, Technology from June 2018 to December 2019, Executive Vice President, Engineering from March 2014 to June 2018 and Senior Vice President, Engineering from May 2012 to February 2014. Prior to Salesforce, Mr. Tallapragada served as Senior Vice President at Oracle Corporation from April 2011 to June 2012 and as Senior Vice President at SAP Labs from February 2009 to April 2011. Previously, Mr. Tallapragada held various technical management roles at Oracle, Infosys and Asian Paints. Mr. Tallapragada currently serves on the Board of Directors of GoDaddy Inc. Mr. Tallapragada received his masters degree from the School of Human Resources at XLRI, Jamshedpur and B.T. in Computer Science from the National Institute of Technology, Warangal.
Amy Weaverhas served as our President and Chief Financial Officer and Principal Financial Officer since August 2017.February 2021. Prior to that, he served as our Chief Financial Officer, Principal Financial Officer and Executive Vice President since August 2014. Prior to Salesforce, Mr. Hawkins served as Executive Vice President and Chief Financial Officer and principal financial officer for Autodesk, Inc., a design software and services company, from April 2009 to July 2014. From April 2006 to April 2009, Mr. Hawkins served as Senior Vice President, Finance and Information Technology, and Chief Financial Officer of Logitech International S.A. Previously, Mr. Hawkins held various finance and business-management roles with Dell Inc. and Hewlett-Packard Company. Mr. Hawkins currently serves as a director of Plex Systems, Inc., where he is the Chairman of the Audit Committee, and SecureWorks, Inc., where he is also a member of the Compensation Committee and the Chairman of the Audit Committee. Mr. Hawkins also served on the Board of Directors of BMC Software, Inc. from May 2010 through September 2013, at which time BMC was taken private. Mr. Hawkins holds a B.A. in Operations Management from Michigan State University and an M.B.A. in Finance from the University of Colorado. He also completed the Advanced Management Program at Harvard Business School.
Maria Martinez has served as our President, Global Customer Success and Latin America since March 2017. Prior to that,this, she served as our President, Customer Success and Latin America since March 2016, President, Sales and Customer Success from February 2013 to March 2016, Executive Vice President, Chief Growth Officer from February 2012 to February 2013 and Executive Vice President, Customers for Life from February 2010 to February 2012. Prior to Salesforce, Ms. Martinez was at Microsoft Corporation and served as its Corporate Vice President of Worldwide Services. In addition to Microsoft, she was president and CEO of Embrace Networks, and also held senior leadership roles at Motorola, Inc. and AT&T Inc. / Bell Laboratories. Ms. Martinez currently serves as a director of Plantronics, Inc., where she is also a member of the Nominating and Corporate Governance Committee and the Strategy Committee. Ms. Martinez received a B.S. in Electrical Engineering from the University of Puerto Rico and an M.S. in Computer Engineering from Ohio State University.
Cindy Robbins has served as our President, Chief People Officer since August 2017. Prior to that, she served as our Executive Vice President, Global Employee Success since July 2015, Senior Vice President, Global Employee Success from October 2014 to June 2015 and Vice President, Global Employee Success from November 2013 to September 2014. Prior to that, Ms. Robbins held various other positions in Executive Recruiting, Sales and Marketing at the Company since 2006. Ms. Robbins holds a B.S. in Political Science from Santa Clara University.
Bret Taylor has served as our President and Chief ProductLegal Officer since November 2017. Priorfrom January 2020 to that, he served as our President, Quip since August 2016. Mr. Taylor joined Salesforce through the acquisition of Quip, Inc., where he was a co-founder and served as CEO since September 2012. Previously, Mr. Taylor served as Chief Technology Officer of Facebook, Inc. from August 2009 to July 2012 and Chief Executive Officer of FriendFeed, Inc., a social network, from October 2007 to August 2009. From June 2007 to September 2007, Mr. Taylor served as an entrepreneur-in-residence at Benchmark, a venture capital firm. Prior to June 2007, Mr. Taylor served as Group Product Manager at Google Inc. Mr. Taylor currently serves as a director of Twitter, Inc., where he is also a member of the Compensation Committee. He has also served on the Board of Directors of TASER International, Inc., a protection technologies company, since June 2014. Mr. Taylor holds a B.S. and an M.S. in Computer Science from Stanford University.

Amy Weaver has served as ourJanuary 2021, President, Legal & Corporate Affairs and General
35

Counsel sincefrom February 2017. Prior2017 to that, she served as ourJanuary 2020, Executive Vice President and General Counsel sincefrom July 2015 to February 2017 and our Senior Vice President and General Counsel from October 2013 to July 2015. Prior to Salesforce, Ms. Weaver served as Executive Vice President and General Counsel at Univar Inc., a global chemical distributor, from December 2010 to June 2013. Previously, Ms. Weaver was2013 and Senior Vice President and Deputy General Counsel at Expedia, Inc. and before that she, an online travel services provider, from July 2005 to December 2010. Previously, Ms. Weaver practiced law at Cravath, Swaine & Moore LLP and Perkins Coie LLP. Ms. WeaverShe also served as a clerk on the U.S. Court of Appeals, Ninth Circuit and as a legislative assistant to a member of the Hong Kong Legislative Council. Ms. Weaver holds acurrently serves on the Board of Directors of McDonald’s Corporation and Habitat for Humanity International. Ms. Weaver received her B.A. in Political Science from Wellesley College and a J.D. from Harvard Law School.

36

PART IIII.

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
ITEM 5.     MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information for Common Stock
Our common stock is traded on the New York Stock Exchange under the symbol “CRM.”
The following table sets forth for the indicated periods the high and low sales prices of our common stock, based on the last daily sale, as reported by the New York Stock Exchange.
  High Low
Fiscal year ending January 31, 2018    
First quarter $86.12
 $78.58
Second quarter $91.39
 $86.00
Third quarter $102.34
 $87.63
Fourth quarter $113.91
 $99.85
Fiscal year ending January 31, 2017    
First quarter $77.27
 $54.05
Second quarter $83.77
 $73.81
Third quarter $81.63
 $68.42
Fourth quarter $79.10
 $68.41
Dividend Policy
We have never paid any cash dividends on our common stock. Our board of directors currently intends to retain any future earnings to support operations and to finance the growth and development of our business and does not intend to pay cash dividends on our common stock for the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board and if the board chooses to declare a cash dividend it will be in compliance with the consolidated leverage ratio covenant associated with our revolving credit facility. board.
Stockholders
As of January 31, 2018,2023, there were 498433 registered stockholders of record of our common stock, including The Depository Trust Company, which holds shares of Salesforce common stock on behalf of an indeterminate number of beneficial owners.
Securities Authorized for Issuance under Equity Compensation Plans
The information concerning our equity compensation plans is incorporated by reference herein to the section of the Proxy Statement entitled “Equity Compensation Plan Information,” to be filed within 120 days of our January 31, 2018 fiscal year end.
Outstanding Convertible Senior Notes due April 2018 and Warrants
In March 2013, we issued at par value $1.15 billion of 0.25% convertible senior notes (the “0.25% Senior Notes”) due April 1, 2018 and we issued 17.3 million warrants to purchase our common stock. As of January 31, 2018, the 0.25% Senior Notes were convertible with $1.03 billion outstanding and as of the date of this filing, $196.7 million had been converted or have requested conversion.

Stock Performance Graph
The following shall not be deemed incorporated by reference into any of our other filings under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended.
The graph below compares the cumulative total stockholder return on our common stock with the cumulative total return on the Standard & Poor’s 500 Index ("S&P 500 Index"), Nasdaq Computer & Data Processing Index ("Nasdaq Computer") and, the Nasdaq 100 Index (added this year for additional reference)and the Dow Jones Industrial Average for each of the last five fiscal years ended January 31, 2018,2023, assuming an initial investment of $100. Data for the S&P 500 Index, Nasdaq Computer, and Nasdaq 100 Index and Dow Jones Industrial Average assume reinvestment of dividends.
The comparisons in the graph below are based upon historical data and are not indicative of, nor intended to forecast, future performance of our common stock.

crm-20230131_g1.jpg
37

1/31/20181/31/20191/31/20201/31/20211/31/20221/31/2023
 1/31/2013 1/31/2014 1/31/2015 1/31/2016 1/31/2017 1/31/2018
salesforce.com $100.00
 $141.00
 $131.00
 $158.00
 $184.00
 $265.00
SalesforceSalesforce$100 $133 $160 $198 $204 $147 
S&P 500 Index 100.00
 119.00
 133.00
 130.00
 152.00
 188.00
S&P 500 Index100 96 114 132 160 144 
Nasdaq Computer 100.00
 128.00
 152.00
 158.00
 196.00
 277.00
Nasdaq Computer100 98 141 206 258 200 
Nasdaq 100 Index 100.00
 129.00
 152.00
 157.00
 187.00
 254.00
Nasdaq 100 Index100 99 129 186 215 174 
Dow Jones Industrial AverageDow Jones Industrial Average100 96 108 120 134 130 
Recent Sales of Unregistered Securities
None.

Issuer Purchases of Equity Securities
Share repurchases of the Company’s common stock for the three months ended January 31, 2023 were as follows (in millions, except for average price paid per share):
PeriodTotal Number of Shares Purchased (1)Average Price Paid Per Share (2)Total Number of Shares Purchased as Part of Publicly Announced Program (1)Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
November 20226$150.486$7,400
December 20229132.1196,273
January 20232139.7626,000
Total1717
(1)    In connectionAugust 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 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. All repurchases disclosed in the table were made pursuant to the publicly announced Share Repurchase Program.
(2)    Average price paid per share includes costs associated with the acquisition of MetaMind, Inc., the Company issued 1,559 shares of Company common stock on January 2, 2018. This issuance was made in reliance on one or more of the following exemptions or exclusions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”): Section 4(a)(2) of the Securities Act, Regulation D promulgated under the Securities Act, and Regulation S promulgated under the Securities Act.repurchases, when applicable.

ITEM 6.SELECTED FINANCIAL DATA
The following selected consolidated financial data should be read in conjunction with our audited consolidated financial statements and related notes thereto and with Management’s Discussion and Analysis of Financial Condition and Results of Operations, which are included elsewhere in this Form 10-K. The consolidated statement of operations data for fiscal 2018, 2017 and 2016, and the selected consolidated balance sheet data as of January 31, 2018 and 2017 are derived from, and are qualified by reference to, the audited consolidated financial statements that are included in this Form 10-K. The consolidated statement of operations data for fiscal 2015 and 2014 and the consolidated balance sheet data as of January 31, 2016, 2015 and 2014 are derived from audited consolidated financial statements which are not included in this Form 10-K after certain reclassifications were made to conform to the current period presentation described in Note 1 "Summary of Business and Significant Accounting Policies" of the Notes to Consolidated Financial Statements included in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.
ITEM 6.    RESERVED
 Fiscal Year Ended January 31,
(in thousands, except per share data)2018 2017 2016 2015 2014
Consolidated Statement of Operations         
Revenues:         
Subscription and support$9,710,538
 $7,756,205
 $6,205,599
 $5,013,764
 $3,824,542
Professional services and other769,474
 635,779
 461,617
 359,822
 246,461
Total revenues10,480,012
 8,391,984
 6,667,216
 5,373,586
 4,071,003
Cost of revenues (1)(2)(3):         
Subscription and support2,033,457
 1,617,315
 1,241,692
 964,608
 734,321
Professional services and other740,065
 616,724
 412,856
 324,662
 234,107
Total cost of revenues2,773,522
 2,234,039
 1,654,548
 1,289,270
 968,428
Gross profit7,706,490
 6,157,945
 5,012,668
 4,084,316
 3,102,575
Operating expenses (1)(2):         
Research and development1,553,073
 1,208,127
 946,300
 792,917
 623,798
Marketing and sales4,829,291
 3,918,027
 3,239,824
 2,757,096
 2,168,132
General and administrative1,088,358
 967,563
 748,238
 679,936
 596,719
Operating lease termination resulting from purchase of 50 Fremont0
 0
 (36,617) 0
 0
Total operating expenses7,470,722
 6,093,717
 4,897,745
 4,229,949
 3,388,649
Income (loss) from operations235,768
 64,228
 114,923
 (145,633) (286,074)
Investment income35,848
 27,374
 15,341
 10,038
 10,218
Interest expense(86,943) (88,988) (72,485) (73,237) (77,211)
Other income (expense) (1)17,435
 9,072
 (15,292) (19,878) (4,868)
Gain on sales of land and building improvements0
 0
 21,792
 15,625
 0
Gains from acquisitions of strategic investments0
 13,697
 0
 0
 0
Income (loss) before benefit from (provision for) income taxes202,108
 25,383
 64,279
 (213,085) (357,935)
Benefit from (provision for) income taxes(74,630) 154,249
 (111,705) (49,603) 125,760
Net income (loss)$127,478
 $179,632
 $(47,426) $(262,688) $(232,175)
Net income (loss) per share-basic and diluted:         
Basic net income (loss) per share$0.18
 $0.26
 $(0.07) $(0.42) $(0.39)
Diluted net income (loss) per share$0.17
 $0.26
 $(0.07) $(0.42) $(0.39)
Shares used in computing basic net income (loss) per share714,919
 687,797
 661,647
 624,148
 597,613
Shares used in computing diluted net income (loss) per share734,598
 700,217
 661,647
 624,148
 597,613

 Fiscal Year Ended January 31,
(in thousands)2018 2017 2016 2015 2014
(1) Amounts include amortization of purchased intangibles from business combinations, as follows:         
Cost of revenues$165,545
 $127,676
 $80,918
 $90,300
 $109,356
Marketing and sales121,340
 97,601
 77,152
 64,673
 37,179
Other income (expense)1,433
 2,491
 3,636
 0
 0
(2) Amounts include stock-based expenses, as follows:         
Cost of revenues$129,954
 $107,457
 $69,443
 $53,812
 $45,608
Research and development259,838
 187,487
 129,434
 121,193
 107,420
Marketing and sales468,553
 388,937
 289,152
 286,410
 258,571
General and administrative138,668
 136,486
 105,599
 103,350
 91,681
(3)Certain reclassifications to fiscal 2017, 2016, 2015 and 2014 balances were made to conform to the current period presentation in the consolidated statement of operations, which include cost of revenues-subscription and support and cost of revenues-professional services and other.
 As of January 31,
(in thousands)2018 2017 2016 2015 2014
Consolidated Balance Sheet Data:         
Cash, cash equivalents and marketable securities (4)$4,521,705
 $2,208,887
 $2,725,377
 $1,890,284
 $1,321,017
(Negative) working capital (5)(839,147) (1,298,639) 90,432
 (15,385) (915,382)
Total assets21,009,802
 17,584,923
 12,762,920
 10,654,053
 9,096,124
Long-term obligations (6)1,487,921
 2,789,330
 2,119,160
 2,254,086
 2,002,311
Accumulated deficit(337,432) (464,910) (653,271) (605,845) (343,157)
Total stockholders’ equity9,388,496
 7,500,127
 5,002,869
 3,975,183
 3,038,510
(4)Excludes the restricted cash balance of $115.0 million as of January 31, 2015.
(5)The Company considers all its marketable debt securities to be available to support current liquidity needs including those with maturity dates beyond one year, and therefore classifies these securities within current assets on the consolidated balance sheets. For consistency in presentation, working capital in the table above as of January 31, 2016, 2015 and 2014 includes amounts previously reported in Marketable securities, noncurrent. In addition, other reclassifications were made to balances as of January 31, 2017, 2016, 2015 and 2014 to conform to the current period presentation.
(6)Long-term obligations consists of the 0.75% convertible senior notes issued in January 2010, the 0.25% convertible senior notes issued in March 2013, the term loan entered into in July 2013, which was subsequently paid off in fiscal 2016, the loan assumed on 50 Fremont, the term loan entered into in July 2016, and the revolving credit facility entered into in October 2014 and amended in July 2016. At January 31, 2014, the 0.75% notes were convertible and accordingly were classified as a current liability. At January 31, 2015, the 0.75% notes had matured and were no longer outstanding. At January 31, 2018, the 0.25% notes were due in April 2018 and accordingly were classified as a current liability. As of January 31, 2018, a portion of the loan assumed on 50 Fremont was due within the next 12 months and accordingly was classified as a current liability.


ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 7.     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion contains forward-looking statements, including, without limitation, our expectations and statements regarding our outlook and future revenues, expenses, results of operations, liquidity, plans, strategies and management objectives of management and any assumptions underlying any of the foregoing. Our actual results may differ significantly from those projected in the forward-looking statements. Our forward-looking statements and factors that might cause future actual results to differ materially from our recent results or those projected in the forward-looking statements include, but are not limited to, those discussed in the section titled “Forward-Looking Information” and “Risk Factors” of this Annual Report on Form 10-K. Except as required by law, we assume no obligation to update the forward-looking statements or our risk factors for any reason.
The following section generally discusses fiscal 2023 and 2022 items and year-to-year comparisons between fiscal 2023 and 2022, as well as certain fiscal 2021 items. Discussions of fiscal 2021 items and year-to-year comparisons between fiscal 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K for the fiscal year ended January 31, 2022.
Overview
We areSalesforce, Inc. is a leading provider of enterprise cloud computing solutions, with a focus onglobal leader in customer relationship management or CRM. We introduced our first CRM solution(“CRM”) technology that brings companies and customers together in 2000,the digital age. Founded in 1999, we enable companies of every size and we have since expanded our service offerings with new editions, features and platform capabilities. Our core mission isindustry to empower our customerstake advantage of
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powerful technologies to connect withto their customers in entirelya whole new ways through cloud, mobile, social, Internet of Things (“IoT”)way and artificial intelligence technologies.help them transform their businesses around the customer in this digital-first world.
Our Customer Success Platform - including360 platform unites sales, force automation,service, marketing, commerce and IT teams by connecting customer servicedata across systems, apps and support, marketing automation, digital commerce, community management, industry-specific solutions, analytics, application development, IoT integration, collaborative productivity tools, our AppExchange, which is our enterprise cloud marketplace,devices to create a complete view of customers. With this single source of customer truth, teams can be more responsive, productive and our professional cloud services - provides the tools customers need to succeed inefficient, deliver intelligent, personalized experiences across every channel and increase productivity. With Slack, we provide a digital world. Key elements of our strategy include:
cross sellheadquarters where companies, employees, governments and upsell;
extend existing service offerings;
reduce customer attrition;
expand and strengthen the partner ecosystem;
expand internationally;
target vertical industries;
expand into new horizontal markets;
extend go-to-market capabilities;
ensure strong customer adoption; and
encourage the development of third-party applications on our cloud computing platform.stakeholders can create success from anywhere.
We are also committed to a sustainable, low-carbon future, advancing equality and diversity, and fostering employee success. We try to integrate social good into everything we do. All of these goals align with our long-term growth strategy and financial and operational priorities.
We believe the factors that will influence our ability to achieve our objectives include: our prospective customers’ willingness to migrate to enterprise cloud computing services; our ability to maintain a balanced portfolio of products and customers; the availability, performance and security of our service; our ability to continue to release, and gain customer acceptance of new and improved features; our ability to successfully integrate acquired businesses and technologies; successful customer adoption and utilization of our service; our ability to continue to meet new and evolving privacy laws and regulations, acceptance of our service in markets where we have few customers; the emergence of additional competitors in our market and improved product offerings by existing and new competitors; the location of new data centers that we operate as well as the new locations of services provided by third-party cloud computing platform providers; third-party developers’ willingness to develop applications on our platforms; our ability to attract new personnel and retain and motivate current personnel; and general economic conditions which could affect our customers’ ability and willingness to purchase our services, delay the customers’ purchasing decision or affect attrition rates.
To address these factors, we will need to, among other things, continue to add substantial numbers of paying subscriptions, upgrade our customers to fully featured versions or arrangements such as an Enterprise License Agreement, provide high quality technical support to our customers, encourage the development of third-party applications on our platforms, realize the benefits from our strategic partnerships and continue to focus on retainingseveral key growth levers, including driving multiple service offering adoption, increasing our penetration with enterprise and international customers at the timeand our industry-specific reach with more vertical software solutions. These growth levers often require a more sophisticated go-to-market approach and, as a result, we may incur additional costs
upfront to obtain new customers and expand our relationships with existing customers, including additional sales and marketing expenses specific to subscription and support revenue. As a result, we have seen that customers with many of renewal. Our plansthese characteristics drive higher annual revenues and have lower attrition rates than our company average.
In addition to invest for futureour focus on top line growth include the continuation of the expansionlevers, we are also focused on reducing our operating expenses to improve our operating margin. For example, in January 2023, we announced a restructuring plan (the “Plan”) intended to reduce operating costs, improve operating margins, and continue advancing our ongoing commitment to profitable growth. The Plan includes a reduction of our data center capacity, whether internally or throughworkforce by approximately 10 percent and select real estate exits and office space reductions within certain markets. We expect to see improvements in our operating expenses across all operating categories, with the use of third parties, the hiring of additional personnel, particularlymost opportunity in direct sales other customer-related areas and research and development, the expansion of domestic and international selling and marketing activities, specifically inexpense and general and administrative expenses. We plan to continue to grow and innovate our top markets, the continued development of our brands, the addition of distribution channels, the upgrade of our service offerings, the continued development of services including Community Cloud, Industry Cloudsbusiness and Success Cloud, the integration of new and acquired technologies such as Commerce Cloud, artificial intelligence technologies and Salesforce

Quip, the expansion of our Marketing Cloud and Salesforce Platform core service offerings and the additions to our global infrastructure to support our growth.
We also regularly evaluate acquisitions or investment opportunities in complementary businesses, joint ventures, services and technologies and intellectual property rights in an effort to expand our service offerings. We expect to continue to make such investments and acquisitions in the future and we plan to reinvest a significant portion of our incremental revenue in future periods to grow our business and continue our leadership role in the cloud computing industry. As part
Highlights from the Fiscal Year 2023
Revenue: For fiscal 2023, revenue was $31.4 billion, an increase of 18 percent year-over-year.
Earnings per Share: For fiscal 2023, diluted earnings per share was $0.21 as compared to diluted earnings per share of $1.48 from a year ago.
Cash: Cash provided by operations for fiscal 2023 was $7.1 billion, an increase of 19 percent year-over-year. Total cash, cash equivalents and marketable securities as of January 31, 2023 was $12.5 billion.
Remaining Performance Obligation: Total remaining performance obligation as of January 31, 2023 was approximately $48.6 billion, an increase of 11 percent year-over-year. Current remaining performance obligation as of January 31, 2023 was approximately $24.6 billion, an increase of 12 percent year-over-year.
Share Repurchase Program: In August 2022, our Board of Directors authorized a program to repurchase up to $10.0 billion of our common stock. During the fiscal year ended January 31, 2023, we repurchased approximately 28 million shares of our common stock for approximately $4.0 billion. As of January 31, 2023, we were authorized to purchase a remaining $6.0 billion of our common stock under 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.
Restructuring: In January 2023, we announced a restructuring plan (the “Plan”) intended to reduce operating costs, improve operating margins, and continue advancing our ongoing commitment to profitable growth. The Plan includes a reduction of our workforce and select real estate exits and office space reductions within certain markets. For fiscal 2023, we incurred approximately $828 million related to the Plan.
While we continue to see growth strategy,in our total revenues, macroeconomic factors have impacted our business and our customers’ businesses in ways that are difficult to isolate and quantify. Beginning in July 2022, we are delivering innovative solutionssaw more measured buying behavior from our customers resulting in stretched sales cycles, additional approval layers required from our customers and deal compression. These trends continued in the second half of fiscal 2023. Slower growth in new categories, including analytics, e-commerce, artificial intelligence, IoT and collaborative productivity tools. We drive innovation organicallyrenewal business, particularly if sustained, impacts our remaining performance obligation, revenues and our ability to a lesser extent through acquisitions, such as our July 2016 acquisition of Demandware, Inc. (“Demandware”), a digital commerce leader. We have a disciplinedmeet financial guidance and thoughtful acquisition process where we routinely surveylong-term targets.
In addition, the industry landscape across a wide range of companies. As a resultexpanding global scope of our aggressive growth plansbusiness and integrationthe heightened volatility of global markets, expose us to the risk of fluctuations in foreign currency markets. Foreign currency fluctuations negatively impacted revenues by approximately four percent in the fiscal year ended January 31, 2023 and negatively impacted our previously acquired businesses, we have incurred significant expenses from equity awards and amortization of purchased intangibles, which have reduced our operating income. We remain focused on improving operating margins in fiscal 2019 and beyond.
Our typical subscription contract term is 12 to 36 months, although terms range fromcurrent remaining performance obligation by approximately one to 60 months, so during any fiscal reporting period only a subset of active subscription contracts is eligible for renewal. We calculate our attrition rate as of the end of each month. Our current attrition rate, which does not include the Marketing and Commerce Cloud service offerings, was between eight and nine percent as of January 31, 2018. Our attrition rate, including the Marketing Cloud service offering, was less than ten percent2023 compared to what we would have reported as of January 31, 2018. While it is difficult to predict,2022 using constant currency rates. During fiscal 2023, the United States Dollar has strengthened significantly against certain foreign currencies in the markets in which we operate, particularly against the Euro, British Pound Sterling and Japanese Yen. Based on the continued volatility in foreign currency markets, we expect lower revenue growth in the near-term compared to past results. If these conditions continue throughout fiscal 2024, they could have a material adverse impact on our attrition ratenear-term results and our ability to remain consistent as we continue to expandaccurately predict our enterprisefuture results and earnings. The impact of these fluctuations could also be compounded by the
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seasonality of our business in which our fourth quarter has historically been our strongest quarter for new business and invest in customer success and related programs.
We expect marketing and sales costs, which were 46 percent and 47 percent for fiscal 2018 and 2017, respectively, to continue to represent a substantial portion of total revenues in the future as we seek to grow our customer base, sell more products to existing customers, and continue to build greater brand awareness.renewals.
Fiscal Year
Our fiscal year ends on January 31. References to fiscal 2018,2023, for example, refer to the fiscal year endingended January 31, 2018.
2023.
Operating Segments
We operate as one operating segment. Operating segments are defined as componentsSee Note 1 “Summary of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who in our case is the chief executive officer, in deciding howBusiness and Significant Accounting Policies” to allocate resources and assess performance. Over the past few years, we have completed a number of acquisitions. These acquisitions have allowed us to expand our offerings, presence and reach in various market segments of the enterprise cloud computing market. While we have offerings in multiple enterprise cloud computing market segments, including as a result of our acquisitions, our business operates in one operating segment because the majority of our offerings operate on a single platform and are deployed in an identical way, andour chief operating decision maker evaluates our financial information and resources and assesses the performance of these resources on a consolidated basis. Since we operate as one operating segment, all required financial segment information can be found in the consolidated financial statements.statements for a discussion about our segments.
Sources of Revenues
We derive our revenues from two sources: (1) subscription and support revenues which are comprisedand professional services and other revenues. Subscription and support revenues accounted for approximately 93 percent of our total revenues for fiscal 2023.
Subscription and support revenues include subscription fees from customers accessing our enterprise cloud computing services (collectively, "Cloud Services"), software license revenues from the sales of term and perpetual licenses, and support revenues from customers paying for additionalthe sale of support and updates beyond the standard support that is included in the basic subscription fees; and (2)fees or related professional services such as process mapping, project management, implementation services and other revenue. “Other revenue” consists primarilyto the sales of training fees. Subscription and support revenues accounted for approximately 93 percentsoftware licenses. Our Cloud Services allow customers to use our multi-tenant software without taking possession of our total revenues for fiscal 2018. Subscription revenues are driven primarily by the number of paying subscribers, varying service types, the price of our service and renewals. We define a “customer” as a separate and distinct buying entity (e.g., a company, a distinct business unit of a large corporation, a partnership, etc.) that has entered into a contract to access our enterprise cloud computing services. We define a “subscription” as a unique user account purchased by a customer for use by its employees or other customer-authorized users, and we refer to each such user as a “subscriber.” The number of paying subscriptions at each of our customers ranges from one to hundreds of thousands. None of our customers accounted for more than five percent of our revenues during fiscal 2018 and 2017.
Subscription and support revenues aresoftware. Revenue is generally recognized ratably over the contract terms beginning on the commencement dates of each contract. The typical subscription and support term is 12 to 36 months, although terms range from one to 60 months. Our subscription and support contracts are non-cancelable, though customers typically have the right to terminate their contracts for cause if we materially fail to perform. We generally invoice our customers in advance, in annual installments, and typical payment terms provide that our customers pay us within 30 days of invoice. Amounts that have been invoiced are

recorded in accounts receivable and in deferred revenue, or in revenue depending on whether the revenue recognition criteria have been met. In general, we collect our billings in advance of the subscription service period.
Professional services and other revenues consist of fees associated with consulting and implementation services and training. Our consulting and implementation engagements are billed on a time and materials, fixed fee or subscription basis. We also offer a number of training classes on implementing, using and administering our service that are billed on a per person, per class basis. Our typical professional services payment terms provide that our customers pay us within 30 days of invoice.
In determining whether professional services can be accounted for separately from subscription and support revenues, we consider a number of factors, which are described in Note 1 “Summary of Business and Significant Accounting Policies.”
Revenue by Cloud Service Offering
The information below is provided on a supplemental basis to give additional insight into the revenue performance of our individual core service offerings. All of the cloud offerings that we offer to customers are grouped into four major cloud service offerings.term. Subscription and support revenues consistedalso include revenues associated with term and perpetual software licenses that provide the customer with a right to use the software as it exists when made available. Revenues from software licenses are generally recognized at the point in time when the software is made available to the customer. Revenue from support and updates is recognized as such support and updates are provided, which is generally ratably over the contract term. Changes in contract duration for multi-year licenses can impact the amount of the following (in millions):
 Fiscal Year Ended January 31,    
 2018 2017 2016 
Variance - Percent
Fiscal 2017 and 2018
 Variance - Percent
Fiscal 2016 and 2017
Sales Cloud$3,554.3
 $3,060.6
 $2,699.0
 16% 13%
Service Cloud2,877.1
 2,320.7
 1,817.8
 24% 28%
Salesforce Platform and Other1,929.2
 1,441.6
 1,034.7
 34% 39%
Marketing and Commerce Cloud1,349.9
 933.3
 654.1
 45% 43%
Total$9,710.5
 $7,756.2
 $6,205.6
    
Subscription and support revenues recognized upfront. Revenues from the Community Cloud, Quip and our Industry Offerings were not significant in fiscal 2018. Quip revenue is included with Salesforce Platform and Other in the table above. Our Industry Offerings and Community Cloud revenue are included in either Sales Cloud, Service Cloud or Salesforce Platform and Other depending on the primary service offering purchased.
As required under U.S. generally accepted accounting principles (“U.S. GAAP"), we recorded deferred revenue related to acquired contracts from Demandware at fair value on the datesoftware licenses represent less than ten percent of acquisition. As a result, we did not recognize certain revenues related to these acquired contracts that Demandware would have otherwise recorded as an independent entity. Of the $1,349.9 milliontotal subscription and support revenue for Marketingfiscal 2023.
The revenue growth rates of each of our service offerings, as described below in “Results of Operations,” fluctuate from quarter to quarter and Commerce Cloudover time. Additionally, we manage the total balanced product portfolio to deliver solutions to our customers and, as a result, the revenue result for fiscal 2018, approximately $253.4 million was attributed to Commerce Cloud.
In situations where a customer purchases multiple cloud offerings, such as through an Enterprise License Agreement, we allocate the contract value to each core service offering based on the customer’s estimated product demand plan and the service that was provided at the inceptionis not necessarily indicative of the contract. We do not update these allocations based on actual product usage during the term of the contract. We have allocated approximately 14 percent, 13 percent and 10 percentof our total subscription and support revenuesresults to be expected for fiscal 2018, 2017 and 2016, respectively, based on customers’ estimated product demand plans and these allocated amounts are included in the table above.
Additionally,any subsequent quarter. In addition, some of our serviceCloud Service offerings have similar features and functions. For example, customers may use theour Sales, Cloud, the Service Cloud or our Salesforce Platform service offerings to record account and contact information, which are similar features across these core service offerings. Depending on a customer’s actual and projected business requirements, more than one core service offering may satisfy the customer’s current and future needs. We record revenue based on the individual products ordered by a customer, not according to the customer’s business requirements and usage. In addition,
Our growth in revenues is also impacted by attrition. Attrition represents the reduction or loss of the annualized value of our contracts with customers. We calculate our attrition rate at a point in time on a trailing twelve-month basis as we introduce new featuresof the end of each month. As of January 31, 2023, our attrition rate, excluding MuleSoft, Tableau and functions within each offeringSlack, was below 7.5 percent. Beginning in the first quarter of fiscal 2024, Mulesoft and refine our allocation methodology for changesTableau will be included in our business,attrition rate calculation, which we do not expect it to be practicalslightly increase our attrition rate going forward.
We continue to adjust historical revenue results by service offering for comparability. Accordingly, comparisonsmaintain a variety of revenue performance by core service offering over time may not be meaningful.
Our Sales Cloud service offering iscustomer programs and initiatives, which, along with increasing enterprise adoption, have helped keep our most widely distributed service offering and has historically beenattrition rate consistent as compared to the largest contributor ofprior year. Consistent attrition rates play a role in our ability to maintain growth in our subscription and support revenues. As a result, Sales Cloud has the most international exposure and foreign exchange rate exposure relative to the other cloud service offerings. Conversely, revenue for Marketing and Commerce Cloud is primarily derived from the Americas with little impact from foreign exchange rate movement.
The revenue growth rates of each of our core service offerings fluctuate from quarter to quarter and over time. While we are a market leader in each core offering, we manage the total balanced product portfolio to deliver solutions to our customers. Accordingly, the revenue result for each cloud service offering is not necessarily indicative of the results to be expected for any subsequent quarter.

Seasonal Nature of DeferredUnearned Revenue, Accounts Receivable and Operating Cash Flow
DeferredUnearned revenue primarily consists of billings to customers for our subscription service. Over 90 percent of the value of our billings to customers is for our subscription and support service. We generally invoice our customers in advance, in annual cycles. Approximately 80 percentinstallments, and typical payment terms provide that our customers pay us within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in unearned revenue or in revenue depending on whether transfer of control to customers has occurred. In general, we collect our billings in advance of the value of all subscription and support related invoices, excluding Demandware related invoices, were issued with annual terms during fiscal 2018, 2017 and 2016.service period. We typically issue renewal invoices in advance of the renewal service period, and depending on timing, the initial invoice for the subscription and services contract and the subsequent renewal invoice may occur in different quarters. This may result in an increase in deferred revenue and accounts receivable. There is a disproportionate weighting toward annual billings in the fourth quarter, primarily as a result of large enterprise account buying patterns. Our fourth quarter has historically been our strongest quarter for new business and renewals. The year on yearyear-on-year compounding effect of this seasonality in both billing patterns and overall new and renewal business causes the value of invoices that we generate in the fourth quarter for both new business and renewals to increase as a proportion of our total annual billings. Accordingly, because of this billing activity, our first quarter is typically our largest collections and operating cash flow quarter. Generally, our third quarter has historically been our smallest operating cash flow quarter. Unearned revenues, accounts receivable and operating
Unbilled Deferred Revenue, an Operational Measure
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The deferredcash flow may also be impacted by acquisitions. For example, operating cash flows may be adversely impacted by acquisitions due to transaction costs, financing costs such as interest expense and lower operating cash flows from the acquired entity.
Remaining Performance Obligation
Our remaining performance obligation represents all future revenue balance on our consolidated balance sheets doesunder contract that has not represent the total contract value of annual or multi-year, non-cancelable subscription agreements. Unbilled deferredyet been recognized as revenue is an operational measure thatand includes unearned revenue and unbilled amounts. Our current remaining performance obligation represents future billingsrevenue under our subscription agreementscontract that have not been invoiced and, accordingly, are not recorded in deferred revenue. Unbilled deferred revenue amounts by quarter are reflected in the table below. Our typical contract length is between 12 and 36 months. We expect that the amount of unbilled deferred revenue will change from quarter to quarter for several reasons, including the specific timing, duration and size of large customer subscription agreements, varying billing cycles of subscription agreements, the specific timing of customer renewals, foreign currency fluctuations, the timing of when unbilled deferred revenue isexpected to be recognized as revenue in the next 12 months.
Remaining performance obligation is not necessarily indicative of future revenue growth and changesis influenced by several factors, including seasonality, the timing of renewals, average contract terms, foreign currency exchange rates and fluctuations in customer financial circumstances.new business growth. 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. For multi-year subscription agreements billed annually, the associated unbilled deferred revenue isbalance and corresponding remaining performance obligation are typically high at the beginning of the contract period, zero just prior to renewal, and increasesincrease if the agreement is renewed. Low unbilled deferred revenueremaining performance obligation attributable to a particular subscription agreement is often associated with an impending renewal andbut may not be an indicator of the likelihood of renewal or future revenue from such customer. Accordingly, we expect thatChanges in contract duration or the amounttiming of aggregate unbilled deferred revenue will change from year-to-year depending in part upondelivery of professional services can impact remaining performance obligation as well as the numberallocation between current and dollar amount of subscription agreements at particular stages in their renewal cycle. Such fluctuations are not a reliable indicator of future revenues. Unbilled deferred revenue does not include minimum revenue commitments from indirect sales channels, as we recognize revenue, deferred revenue, and any unbilled deferred revenue upon sell-through to an end user customer. Unbilled deferred revenue also does not include any estimates for overage billings above a customer's minimum commitment.non-current remaining performance obligation.
The sequential quarterly changes in accounts receivable and the related deferred revenue and operating cash flow during the first quarter of our fiscal year are not necessarily indicative of the billing activity that occurs for the following quarters as displayed below (in thousands, except unbilled deferred revenue):
 January 31,
2018
 October 31,
2017
 July 31,
2017
 April 30,
2017
Fiscal 2018       
Accounts receivable, net$3,917,401
 $1,519,916
 $1,569,322
 $1,439,875
Deferred revenue7,094,705
 4,392,082
 4,818,634
 5,042,652
Operating cash flow (1)1,051,320
 125,792
 331,269
 1,229,584
Unbilled deferred revenue13.3 bn
 11.5 bn
 10.4 bn
 9.6 bn
 January 31,
2017
 October 31,
2016
 July 31,
2016
 April 30,
2016
Fiscal 2017       
Accounts receivable, net$3,196,643
 $1,281,425
 $1,323,114
 $1,192,965
Deferred revenue5,542,802
 3,495,133
 3,823,561
 4,006,914
Operating cash flow (1)706,146
 154,312
 250,678
 1,051,062
Unbilled deferred revenue9.0 bn
 8.6 bn
 8.0 bn
 7.6 bn

 January 31,
2016
 October 31,
2015
 July 31,
2015
 April 30,
2015
Fiscal 2016       
Accounts receivable, net$2,496,165
 $1,060,726
 $1,067,799
 $926,381
Deferred revenue4,291,553
 2,846,510
 3,034,991
 3,056,820
Operating cash flow (1)470,208
 162,514
 304,278
 735,081
Unbilled deferred revenue7.1 bn
 6.7 bn
 6.2 bn
 6.0 bn
(1)Operating cash flow represents net cash provided by operating activities for the three months ended in the periods stated above.
Cost of Revenues and Operating Expenses
Cost of Revenues
Cost of subscription and support revenues primarily consists of expenses related to delivering our service and providing support, including the costs of data center capacity, depreciation or operating lease expense associated with computer equipment and software, allocated overhead, amortization expense associated with capitalized software related to our services and acquired developed technologies and certain fees paid to various third parties for the use of their technology, services and data. data, employee-related costs such as salaries and benefits, and allocated overhead. Our cost of subscription and support revenues also includes amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company’s research and development efforts. Also included in the cost of subscription and support revenues are expenses incurred supporting the free user base of Slack, including third-party hosting costs and employee-related costs, including stock-based compensation expense, specific to customer experience and technical operations.
Cost of professional services and other revenues consists primarily of employee-related costs associated with these services, including stock-based compensation expense, the cost of subcontractors, certain third-party fees and allocated overhead. We believe that our professional services organization facilitates the adoption of our service offerings, helps us to secure larger subscription revenue contracts and supports our customers’ success. The cost of professional services may exceed revenues from professional services in future fiscal periods.
Research and Development
Research and development expenses consist primarily of salaries and related expenses, including stock-based compensation expense and allocated overhead.
Marketing and Sales
Marketing and sales expenses make up the majority of our operating expenses and consist primarily of salaries and related expenses, including stock-based compensation expense and commissions, for our sales and marketing staff, as well as payments to partners, marketing programs and allocated overhead. Marketing programs consist of advertising, events, corporate communications, brand building and product marketing activities. We capitalize certain costs to obtain customer contracts, such as commissions, and amortize these costs on a straight-line basis. As such, the timing of expense recognition for these commissions is not consistent with the timing of the associated cash payment.
Our marketing and sales expenses include amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company’s trade names, customer lists and customer relationships.
General and Administrative
General and administrative expenses consist primarily of salaries and related expenses, including stock-based compensation expense, for finance and accounting, legal, internal audit, human resources and management information systems personnel, professional services fees and allocated overhead.
We allocate overhead such as ITinformation technology infrastructure, rent and occupancy charges based on headcount. Employee benefit costs and taxes are allocated based upon a percentage of total compensation expense. As such, general overheadthese types of expenses are reflected in each cost of revenue and operating expense category. Cost
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Table of professional services and other revenues consists primarily of employee-related costs associated with these services, including stock-based expenses, the cost of subcontractors, certain third-party fees and allocated overhead. The cost of providing professional services is higher as a percentage of theContents
Restructuring
Restructuring, related revenue than for our enterprise cloud computing subscription service due to the direct labor costs and costs of subcontractors.
We intend to continue to invest additional resources in our enterprise cloud computing services. For example, we have invested in additional database software and hardware and we plan to increase the capacity that we are able to offer globally through data centers and third-party infrastructure providers. As we acquire new businesses and technologies, the majority of the amortization expense associated with this activity will be included in cost of revenues. Additionally, as we enter into new contracts with third parties for the use of their technology, services or data, or as our sales volume grows, the fees paid to use such technology or services may increase. Finally, we expect the cost of professional services to be approximately in line with revenues from professional services as we believe this investment in professional services facilitates the adoption of our service offerings. The timing of these additional expenses will affect our cost of revenues, both in terms of absolute dollars and as a percentage of revenues, in the affected periods.
Research and Development
Research and development expensesJanuary 2023 Plan, consist primarily of salariescharges related to employee transition, severance payments, employee benefits and related expenses, including stock-based expenses, the costs of our development and test data center and allocated overhead. We continue to focus our research and development efforts on adding new features and services, integrating acquired technologies, increasing the functionality and security and enhancing the ease of use of our enterprise cloud computing services. Our proprietary, scalable and secure multi-tenant architecture enables us to provide all of our customers with a service based on a single version of our application. As a result, we do not have to maintain multiple versions, which enables us to have relatively lower research and development expenses as compared to traditional enterprise software companies.
We expect that in the future, research and development expenses will increase in absolute dollars and may increase as a percentage of total revenues as we invest in adding employees and building the necessary system infrastructure required to support the development of new, and improve existing, technologies and the integration of acquired businesses, technologies and all of our service offerings.
Marketing and Sales
Marketing and sales expenses are our largest cost and consist primarily of salaries and related expenses, including stock-based expenses, for our sales and marketing staff, including commissions,share-based compensation as well as payments to partners, marketing programs and allocated overhead. Marketing programs consist of advertising, events, corporate communications, brand building and product marketing activities.
We plan to continue to invest in marketing and sales by expanding our domestic and international selling and marketing activities, building brand awareness, attracting new customers and sponsoring additional marketing events. The timing of these marketing events, such as our annual and largest event, Dreamforce, will affect our marketing costs in a particular quarter. In addition, as we acquire new businesses and technologies, a component of the amortization expenseexit charges associated with this activity will be included in marketing and sales. We expect that inoffice space reductions. The actions associated with the future, marketing and sales expenses will increase in absolute

dollars and continueemployee restructuring under the Plan are expected to be substantially complete by the end of our largest cost. We expect marketingfiscal 2024, subject to local law and sales expenses, excluding sales personnel expenses,consultation requirements. The actions associated with the real estate restructuring under the Plan are expected to growbe fully complete in line with or at a slower rate than revenues and sales personnel expenses may increase as a percentage of total revenues as we invest in additional sales personnel to focus on adding new customers and increasing penetration within our existing customer base.
General and Administrative
General and administrative expenses consist of salaries and related expenses, including stock-based expenses, for finance and accounting, legal, internal audit, human resources and management information systems personnel, legal costs, professional fees, other corporate expenses andfiscal 2026. Restructuring excludes allocated overhead. We expect that in the future, general and administrative expenses will increase in absolute dollars as we invest in our infrastructure and we incur additional employee related costs, professional fees and insurance costs related to the growth of our business and international expansion. We expect general and administrative costs as a percentage of total revenues to either remain flat or decrease for the next several quarters. However, the timing of additional expenses in a particular quarter, both in terms of absolute dollars and as a percentage of revenues, will affect our general and administrative expenses.
Stock-Based Expenses
Our cost of revenues and operating expenses include stock-based expenses related to equity plans for employees and non-employee directors. We recognize our stock-based compensation as an expense in the statements of operations based on their fair values and vesting periods. These charges have been significant in the past and we expect that they will increase as our stock price increases, as we acquire more companies, as we hire more employees and seek to retain existing employees.
During fiscal 2018, we recognized stock-based expense related to our equity plans for employees and non-employee directors of $997.0 million. As of January 31, 2018, the aggregate stock compensation remaining to be amortized to costs and expenses was approximately $1.8 billion. We expect this stock compensation balance to be amortized as follows: $855.4 million during fiscal 2019; $582.7 million during fiscal 2020; $318.1 million during fiscal 2021; $59.5 million during fiscal 2022; $17.2 million during fiscal 2023 and $8.0 million thereafter. The expected amortization reflects only outstanding stock awards as of January 31, 2018 and assumes no forfeiture activity. We expect to continue to issue stock-based awards to our employees in future periods.
In prior years, we had our annual equity grant cycle for employees in the month of November. During fiscal 2018, we changed our annual equity grant to occur in the month of March, starting in fiscal 2019. Therefore, the stock-based expense timing for fiscal 2018 is not consistent with prior years. We granted 14.9 million shares under the annual equity grant in fiscal 2017 whereas we did not grant any shares under the annual equity grant cycle in fiscal 2018.
Amortization of Purchased Intangibles from Business Combinations and the Purchase of 50 Fremont
Our cost of revenues, operating expenses and other expenses include amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company’s developed technology, trade names and trademarks, customer lists, acquired leases and customer relationships. We expect this expense to fluctuate as we acquire more businesses and intangible assets become fully amortized.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. On an ongoing basis, we evaluate our estimates and assumptions. Our actual results may differ from these estimates under different assumptions or conditions.
We believe that of our significant accounting policies, which are described in Note 1 “Summary of Business and Significant Accounting Policies” to our consolidated financial statements, the following accounting policies and specific estimates involve a greater degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations.
Revenue Recognition. We derive our revenues from two sources: (1) subscription revenues, which are comprised of subscription fees from customers accessing our enterprise cloud computing services and from customers purchasing additional support beyond the standard support that is included in the basic subscription fee; and (2) related professional services such as process mapping, project management, implementation services and other revenue. “Other revenue” consists primarily of training fees.
We commence revenue recognition when all of the following conditions are satisfied:
there is persuasive evidence of an arrangement;
the service has been or is being provided to the customer;

the collection of the fees is reasonably assured; and
the amount of fees to be paid by the customer is fixed or determinable.
Our subscription service arrangements are non-cancelable and do not contain refund-type provisions.
Subscription and Support Revenues
Subscription and support revenues are recognized ratably over the contract terms beginning on the commencement date of each contract, which is the date our service is made available to customers. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met.
Professional Services and Other Revenues
Our professional services contracts are either on a time and materials, fixed-fee or subscription basis. As discussed below, these revenues are recognized as the services are rendered for time and materials contracts, and when the milestones are achieved and accepted by the customer or on a proportional performance basis for fixed price contracts and ratably over the contract term for subscription professional services. The milestone method for revenue recognition is used when there is substantive uncertainty at the date the contract is entered into whether the milestone will be achieved. Training revenues are recognized after the services are performed.
-Contracts with Multiple Deliverable Arrangements
Performance Obligations.We enter into arrangementscontracts with our customers that may include promises to transfer multiple deliverables that generally include multiple subscriptions,Cloud Services, software licenses, premium support and professional services. If the deliverables have standalone value atA performance obligation is a promise in a contract inception, we accountwith a customer to transfer products or services that are distinct. Determining whether products and services are distinct performance obligations that should be accounted for each deliverable separately. Subscription services have standalone valueseparately or combined as one unit of accounting may require significant judgment.
Cloud Services and software licenses are distinct as such servicesofferings are often sold separately. In determining whether professional services have standalone value,are distinct, we consider 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 service start date and the contractual dependence of the subscription service on the customer’s satisfaction with the professional services work. To date, we have generally concluded that all of the professional services included in contracts with multiple deliverable arrangements executed have standalone value.performance obligations are distinct.
Multiple deliverables included in an arrangement are separated into different units of accounting andWe allocate the arrangement consideration is allocatedtransaction price to the identified separate units basedeach performance obligation on a relative standalone selling price hierarchy. We determine("SSP") basis. The SSP is the relative selling price forat which we would sell a deliverable based on its vendor-specific objective evidence of selling price (“VSOE”), if available,promised product or our best estimate of selling price (“BESP”), if VSOEservice separately to a customer. Judgment is not available. We have determined that third-party evidence (“TPE”) is not a practical alternative due to differences in our service offerings compared to other parties and the availability of relevant third-party pricing information. The amount of revenue allocated to delivered items is limited by contingent revenue, if any.
For certain professional services, we have established VSOE as a consistent number of standalone sales of this deliverable have been priced within a reasonably narrow range. We have not established VSOE for our subscription services due to lack of pricing consistency, the introduction of new services and other factors. Accordingly, we use our BESPrequired to determine the relative selling price.
SSP for each distinct performance obligation. We determined BESPdetermine SSP by considering our overall pricing objectives and market conditions. Significant pricing practices taken into consideration include our discounting practices, the size and volume of our transactions, the customer demographic, the geographic area where our services are sold, our price lists, our go-to-market strategy, historical standalone sales and contract prices. The determination of BESP is made through consultation with and approval by management, taking into considerationIn instances where we do not sell or price a product or service separately, we determine the go-to-market strategy.estimated standalone selling price using information that may include market conditions or other observable inputs. As our go-to-market strategies evolve, we may modify our pricing practices in the future, which could result in changes to SSP.
In certain cases, we are able to establish SSP based on observable prices of products or services sold separately in relative selling prices, including both VSOEcomparable circumstances to similar customers. We use a single amount to estimate SSP when it has observable prices. If SSP is not directly observable, for example when pricing is highly variable, we use a range of SSP. We determine the SSP range using information that may include pricing practices or other observable inputs. We typically have more than one SSP for individual products and BESP.
Deferred Revenue. The deferred revenue balance does not representservices due to the total contract valuestratification of annual or multi-year, non-cancelable subscription agreements. Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscriptionthose products and services described above and is recognized as the revenue recognition criteria are met. We generally invoice customers in annual installments. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, dollarcustomer size and new business linearity within the quarter.geography.
Deferred Commissions. We defer commission payments to our direct sales force. The commissions are deferred and amortized to sales expense over the non-cancelable terms of the related subscription contracts with our customers, which are typically 12 to 36 months. The commission payments, which are paid in full the month after the customer’s service commences, are a direct and incremental cost of the revenue arrangements. The deferred commission amounts are recoverable through the future revenue streams under the non-cancelable customer contracts. We believe this is the preferable method of accounting as the commission charges are so closely related to the revenue from the non-cancelable customer contracts that they should be recorded as an asset and charged to expense over the same period that the subscription revenue is recognized.

During fiscal 2018, we deferred $799.3 million of commission expenditures and we amortized $464.7 million to sales expense. During fiscal 2017, we deferred $462.0 million of commission expenditures and we amortized $371.5 million to sales expense. Deferred commissions on our consolidated balance sheets totaled $874.3 million at January 31, 2018 and $539.6 million at January 31, 2017.
Capitalized Internal-Use Software Costs. We are required to follow the guidance of Accounting Standards Codification 350 (“ASC 350”), Intangibles- Goodwill and Other in accounting for the cost of computer software developed for internal-use and the accounting for web-based product development costs. ASC 350 requires companies to capitalize qualifying computer software costs, which are incurred during the application development stage, and amortize these costs on a straight-line basis over the estimated useful life of the respective asset. We deliver our enterprise cloud computing solutions as a service via all the major Internet browsers and on leading major mobile device operating systems. As a result of this software as a service delivery model, we believe we have larger capitalized costs as compared to traditional enterprise software companies as they are required to use a different accounting standard.
Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
Stock-Based Expense. We recognize stock-based expenses 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. We recognize stock-based expenses related to shares issued pursuant to our 2004 Employee Stock Purchase Plan (“ESPP”) on a straight-line basis over the offering period, which is 12 months.
Stock-based expenses related to performance share grants are measured based on grant date fair value and expensed on a straight-line basis over the service period of the awards, which is generally the vesting term of three years.
We, at times, grant 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, and as a result, we have accounted for them as post-acquisition stock-based expense. We recognize stock-based expenses equal to the grant date fair value of the restricted stock awards on a straight-line basis over the requisite service period of the awards. 
Business Combinations. Accounting for business combinations requires us to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible assets acquired and liabilities assumed and pre-acquisition contingencies. We use our best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date.date as well as the useful lives of those acquired intangible assets.
Examples of criticalCritical estimates in valuing certain of the intangible assets and goodwill we have acquired include but are not limited to:are:
future expected cash flows from subscription and support contracts, professional services contracts, other customer contracts and acquired developed technologies and patents;
thehistorical and expected customer attrition rates and anticipated growth in revenue from acquired company’s trade name, trademark and existing customer relationship, as well as customers;
assumptions about the period of time the acquired trade name and trademark will continue to be used in our offerings;
discount rates;
uncertain tax positions and tax relatedtax-related valuation allowances assumed;
fair value of assumed equity awards; and
discount rates.
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fair value of pre-existing relationships.
Unanticipated events and circumstances may occur that may affect the accuracy or validity of such assumptions, estimates or actual results.
InIncome Taxes. Valuation allowances are established when necessary to reduce deferred tax assets to the eventamounts that we acquire an entity in which we previously held a strategic investment,are more likely than not expected to be realized based on the difference betweenweighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the fair valueexistence of sufficient taxable income of the shares asappropriate character, for example, ordinary income or capital gains, within the carryback or carryforward periods available under the applicable tax law. We regularly review the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the datereversals of the acquisitionexisting temporary differences and the carrying value of the strategic investment is recorded as a gain or loss and disclosed separately within the statements of operations.
Goodwill and Intangibles. We make estimates, assumptions, and judgments when valuing goodwill and other intangible assets in connection with the initial purchase price allocation of an acquired entity, as well as when evaluating the recoverability of our goodwill and other intangible assets on an ongoing basis. These estimates are based upon a number oftax planning strategies. Our judgment regarding future profitability may change due to many factors, including historical experience,future market conditions and information obtained from the management of acquired companies. Critical estimatesability to successfully execute our business plans and tax planning strategies. Should there be a change in valuing certain intangible assets include, but are not limitedthe ability to historical and projected attrition rates, discount rates, anticipated growth in revenue from the acquired customers and acquired technology, and the expected use of the acquired assets. These factors are also considered in determining the useful life of acquired intangible assets. The amounts and useful lives assigned to identified intangible assets impact the amount and timing of future amortization expense.

Income Taxes. We use the asset and liability method of accounting for income taxes. Under this method,recover deferred tax assets, and liabilities are determined based on temporary differences betweenour income tax provision would increase or decrease in the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the yearperiod in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax ratesassessment is recognized in the consolidated statements of operations in the period that includes the enactment date.changed.
Our tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. We recognize 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. We recognize interest accrued and penalties related to unrecognized tax benefits in our 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. We regularly review 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. Our judgment regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute our business plans and/or tax planning strategies. Should there be a change in our ability to realize deferred tax assets, our income tax provision would increase or decrease in the period in which the assessment is changed.
In December 2017, the Tax Cuts and Jobs Act ("Tax Act") was enacted into law, significantly changing income tax law that affects U.S corporations. Key changes included a corporate tax rate reduction from 35 percent to 21 percent effective January 1, 2018, expensing of certain qualified property, significant changes to the U.S international tax system such as a one-time transition tax on accumulated foreign earnings, and how foreign earnings are subject to U.S. tax. We are required to recognize the effects of the tax law changes in the period of enactment, including the determination of the transition tax and the re-measurement of deferred taxes as well as to re-assess the realizability of our deferred tax assets. Subsequent to the enactment of the Tax Act, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118"), which allows companies to record provisional amounts related to the effects of the Tax Act during a measurement period not to extend beyond one year of the enactment date. Due to the timing of the Tax Act and additional guidance and interpretations that may be issued by the U.S. Treasury Department, IRS and other standard-setting bodies in the future, we have not completed our analysis of the income tax effects of the Tax Act. Our provisional estimates will be adjusted during the measurement period defined under SAB 118, based upon our ongoing analysis of our data and tax positions along with the new guidance from regulators and interpretations of the law.
Strategic Investments. We hold Accounting for strategic investments in marketable equity securities and non-marketableprivately held debt and equity securities in which we do not have a controlling interest or significant influence as defined in Accounting Standards Codification 323 (“ASC 323”), Investments - Equity Methodrequires us to make significant estimates and Joint Ventures. Marketable equity securities and non-marketable debt securities, which consistassumptions.
Valuations of debt investments in privately held companies,securities are recorded at fair value with changes in fair value recorded through accumulated other comprehensive income. Equity investments withoutinherently complex and require judgment due to the lack of readily determinable fair values for which the Company does not have the ability to exercise significant influence are accounted for using the cost method of accounting. If, based on the terms of our ownership of these marketable and non-marketable securities, we determine that we exercise significant influence on the entity to which these marketable and non-marketable securities relate, we apply the equity method of accounting for such investments.
We determine the fair value of our marketable equity securities and non-marketable debt and equity securities quarterly for impairment and disclosure purposes; however, the non-marketableavailable market data. Privately held debt and equity securities are recorded atvalued using significant unobservable inputs or data in an inactive market and the valuation requires our judgment due to the absence of market prices and inherent lack of liquidity. The carrying values of our privately held equity securities are adjusted if there are observable price changes in a same or similar security from the same issuer or if there are identified events or changes in circumstances that may indicate impairment, as discussed below. In determining the estimated fair value only iffor these investments, we utilize the most recent data available and apply valuation methods, including the market approach and option pricing models (“OPM”), adjusted to reflect the specific rights and preferences of the classes of securities we hold. Such information available to us from investee companies is supplemented with estimates such as volatility and expected time to liquidity.
We assess our privately held debt and equity securities strategic investment portfolio quarterly for impairment. Our impairment analysis encompasses an impairment is recognized. The measurementassessment of fair value requires significant judgment and includes aboth qualitative and quantitative analysisanalyses of events and circumstances that impact the fair value of the investment. Our assessment of the severity and duration of the impairment and qualitative and quantitative analysis includeskey factors including the investee’s financial metrics, the investee’s products and technologies meeting or exceeding predefined milestones, market acceptance of the product or technology, other competitive products or technology in the market, general market conditions, management and governance structure of the investee, investee’s liquidity, debt ratios and the rate at which the investee is using its cash, and investee’s receipt of additional funding at a lower valuation. In determining the estimated fair value ofcash. Depending on our strategic investments in privately held companies, we utilize the most recent datacontractual rights as an investor, investee specific information available to us. Valuations of privately held companies are inherently complex dueus to the lack of readilymake this assessment may be limited or may be available market data.
If the fair value of an investment is below our cost, we determine whether the investment is other-than-temporarily impaired based on our qualitative and quantitative analysis, which includes the severity and duration of the impairment.a delayed basis. If the investment is considered to be other-than-temporarily impaired, we record the investment at fair value by recognizing an impairment through the incomeconsolidated statement of operations and establishing a new cost basiscarrying value for the investment.

The particular privately held debt and equity securities we hold, and their rights and preferences relative to those of other securities within the capital structure, may impact the magnitude by which our investment value moves in relation to movement of the total enterprise value of the company. As a result, our investment value in a specific company may move by more or less than any change in the value of that overall company. An immediate decrease of ten percent in the enterprise values of our largest privately held equity securities, representing 37 percent of our total strategic investments as of January 31, 2023, could result in a $115 million reduction in the value of our investment portfolio.
Results of Operations
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The following tables set forth selected data for each of the periods indicated (in thousands)millions):
4Fiscal Year Ended January 31,
 2023% of Total Revenues2022% of Total Revenues2021% of Total Revenues
Revenues:
Subscription and support$29,021 93 %$24,657 93 %$19,976 94 %
Professional services and other2,331 1,835 1,276 
Total revenues31,352 100 26,492 100 21,252 100 
Cost of revenues (1)(2):
Subscription and support5,821 19 5,059 19 4,154 20 
Professional services and other2,539 1,967 1,284 
Total cost of revenues8,360 27 7,026 27 5,438 26 
Gross profit22,992 73 19,466 73 15,814 74 
Operating expenses (1)(2):
Research and development5,055 16 4,465 17 3,598 17 
Marketing and sales13,526 43 11,855 44 9,674 45 
General and administrative2,553 2,598 10 2,087 10 
Restructuring828 
Total operating expenses21,962 70 18,918 71 15,359 72 
Income from operations1,030 548 455 
Gains (losses) on strategic investments, net(239)(1)1,211 2,170 10 
Other expense(131)(227)(1)(64)
Income before benefit from (provision for) income taxes660 1,532 2,561 12 
Benefit from (provision for) income taxes(452)(1)(88)(1)1,511 
Net income$208 %$1,444 %$4,072 19 %
 Fiscal Year Ended January 31,
 2018 As a % of Total revenues 2017 As a % of Total revenues 2016 As a % of Total revenues
Revenues:           
Subscription and support$9,710,538
 93 % $7,756,205
 92 % $6,205,599
 93 %
Professional services and other769,474
 7
 635,779
 8
 461,617
 7
Total revenues10,480,012
 100
 8,391,984
 100
 6,667,216
 100
Cost of revenues (1)(2):           
Subscription and support2,033,457
 19
 1,617,315
 19
 1,241,692
 19
Professional services and other740,065
 7
 616,724
 8
 412,856
 6
Total cost of revenues2,773,522
 26
 2,234,039
 27
 1,654,548
 25
Gross profit7,706,490
 74
 6,157,945
 73
 5,012,668
 75
Operating expenses (1)(2):           
Research and development1,553,073
 15
 1,208,127
 14
 946,300
 14
Marketing and sales4,829,291
 46
 3,918,027
 47
 3,239,824
 49
General and administrative1,088,358
 10
 967,563
 11
 748,238
 11
Operating lease termination resulting from purchase of 50 Fremont0
 0
 0
 0
 (36,617) (1)
Total operating expenses7,470,722
 71
 6,093,717
 72
 4,897,745
 73
Income from operations235,768
 3
 64,228
 1
 114,923
 2
Investment income35,848
 0
 27,374
 0
 15,341
 0
Interest expense(86,943) (1) (88,988) (1) (72,485) (1)
Other income (expense) (1)17,435
 0
 9,072
 0
 (15,292) 0
Gain on sales of land and building improvements0
 0
 0
 0
 21,792
 0
Gains from acquisitions of strategic investments0
 0
 13,697
 0
 0
 0
Income before benefit from (provision for) income taxes202,108
 2
 25,383
 0
 64,279
 1
Benefit from (provision for) income taxes(74,630) (1) 154,249
 2
 (111,705) (2)
Net income (loss)$127,478
 1 % $179,632
 2 % $(47,426) (1)%
(1) Amounts related to amortization of purchased intangibles fromintangible assets acquired through business combinations, as follows (in thousands)millions):
 Fiscal Year Ended January 31,
 2023% of Total Revenues2022% of Total Revenues2021% of Total Revenues
Cost of revenues$1,035 %$897 %$662 %
Marketing and sales916 727 459 
 Fiscal Year Ended January 31,
 2018 As a % of Total revenues 2017 As a % of Total revenues 2016 As a % of Total revenues
Cost of revenues$165,545
 2% $127,676
 2% $80,918
 1%
Marketing and sales121,340
 1
 97,601
 1
 77,152
 1
Other income (expense)1,433
 0
 2,491
 0
 3,636
 0

(2) Amounts related to stock-based expenses,compensation expense, as follows (in thousands)millions):
 Fiscal Year Ended January 31,
 2023% of Total Revenues2022% of Total Revenues2021% of Total Revenues
Cost of revenues$499 %$386 %$241 %
Research and development1,136 918 703 
Marketing and sales1,256 1,104 941 
General and administrative368 371 305 
Restructuring20 

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 Fiscal Year Ended January 31,
 2018 As a % of Total revenues 2017 As a % of Total revenues 2016 As a % of Total revenues
Cost of revenues$129,954
 1% $107,457
 1% $69,443
 1%
Research and development259,838
 2
 187,487
 2
 129,434
 2
Marketing and sales468,553
 4
 388,937
 5
 289,152
 4
General and administrative138,668
 1
 136,486
 2
 105,599
 2
The following table sets forth selected balance sheet data and other metrics for each of the periods indicated (in millions, except remaining performance obligation, which is presented in billions):
As of
January 31, 2023January 31, 2022
Cash, cash equivalents and marketable securities$12,508 $10,537 
Unearned revenue17,376 15,628 
Remaining performance obligation48.6 43.7 
Principal due on our outstanding debt obligations (1)10,682 10,686 

(1) Amounts do not include operating or financing lease obligations.
Remaining performance obligation represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods.
Impact of Acquisitions
 As of January 31,
 2018 2017
Selected Balance Sheet Data (in thousands):   
Cash, cash equivalents and marketable securities$4,521,705
 $2,208,887
Deferred revenue7,094,705
 5,542,802
Unbilled deferred revenue (an operational measure)13,300,000
 9,000,000
Principal due on our outstanding debt obligations1,726,821
 2,050,000
The comparability of our operating results for the fiscal year ended January 31, 2023 compared to the same period in fiscal 2022 was impacted by our recent acquisitions, including the acquisition of Slack Technologies, Inc. (“Slack”) in July 2021, our largest acquisition to date, such that approximately six months of Slack revenues and expenses are included in fiscal 2022 whereas 12 months of Slack operations are included in fiscal 2023. In our discussion of changes in our results of operations for the fiscal year ended January 31, 2023 compared to the same period in fiscal 2022, we may quantitatively disclose the impact of our acquired products and services for the one-year period subsequent to the acquisition date for the growth in certain of our revenues where such discussions would be meaningful. Expense contributions from our recent acquisitions for each of the respective period comparisons generally were not separately identifiable due to the integration of these businesses into our existing operations or were insignificant to our results of operations during the periods presented.
Unbilled deferred revenue represents future billings under our non-cancelable subscription agreements that have not been invoiced and, accordingly, are not recorded in deferred revenue.
Fiscal Year Ended January 31, 20182023 and 20172022
Revenues.
Revenues
Fiscal Year Ended January 31,Variance
Fiscal Year Ended January 31, Variance
(in thousands)2018 2017 Dollars Percent
(in millions)(in millions)20232022DollarsPercent
Subscription and support$9,710,538
 $7,756,205
 $1,954,333
 25%Subscription and support$29,021 $24,657 $4,364 18 %
Professional services and other769,474
 635,779
 133,695
 21%Professional services and other2,331 1,835 496 27 
Total revenues$10,480,012
 $8,391,984
 $2,088,028
 25%Total revenues$31,352 $26,492 $4,860 18 %
Total revenues were $10.5 billion for fiscal 2018, compared to $8.4 billion during the same period a year ago, an increase of $2.1 billion, or 25 percent. Subscription and support revenues were $9.7 billion, or 93 percent of total revenues, for fiscal 2018, compared to $7.8 billion, or 92 percent of total revenues, during the same period a year ago, an increase of $2.0 billion, or 25 percent. The increase in subscription and support revenues for fiscal 2023 was primarily caused by volume-driven increases from new business, which includes new customers, upgrades, and additional subscriptions from existing customers. Ourcustomers and acquisition of Demandware in July 2016 contributed $287.7 million to total revenues in fiscal 2018 as compared to $120.4 million from the date of acquisition to January 31, 2017. Thisactivity. Pricing was offset by a reduction in subscription revenues of approximately $20.0 million as a result of one less day in fiscal 2018 compared to fiscal 2017. We continue to invest in a variety of customer programs and initiatives which, along with increasing enterprise adoption, have helped keep our attrition rate consistent as compared to the prior year. Consistent attrition rates play a role in our ability to maintain growth in our subscription and support revenues. Changes in the net price per user per month have not been a significant driver of revenue growththe increase in revenues for the periods presented. Professional serviceseither period. Revenues from term and other revenues were $769.5 million, orperpetual software licenses, which are recognized at a point in time, represent approximately six percent and seven percent of total subscription and support revenues for fiscal 2018, compared to $635.8 million, or eight2023 and 2022, respectively. Subscription and support revenues accounted for approximately 93 percent of our total revenues for fiscal 2023 and 2022.
For business combinations prior to fiscal 2023, we recorded unearned revenue related to acquired contracts from acquired entities at fair value on the same perioddate of acquisition. As a year ago,result, we did not recognize certain revenues related to these acquired contracts that the acquired entities would have otherwise recorded as an increaseindependent entity. In fiscal 2023, we adopted Accounting Standards Update No. 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” (“ASU 2021-08”) which requires contract liabilities (i.e., unearned revenue) acquired in a business combination to be recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers, thereby eliminating the previously unrecognized would-be revenue. The adoption of $133.7 million, or 21 percent. ASU 2021-08 did not materially impact our results of operations in fiscal 2023.
The increase in professional services and other revenues was due primarily to the higher demand for services from an increased number of customers.
Revenues by geography were as follows (in thousands):
45
 Fiscal Year Ended January 31,
 2018 As a % of Total Revenues 2017 As a % of Total Revenues
Americas$7,579,116
 72% $6,224,971
 74%
Europe1,903,524
 18
 1,373,547
 16
Asia Pacific997,372
 10
 793,466
 10
 $10,480,012
 100% $8,391,984
 100%

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Subscription and Support Revenues by Service Offering
Subscription and support revenues consisted of the following (in millions):
 Fiscal Year Ended January 31,
 2023As a % of Total Subscription and Support Revenues2022As a % of Total Subscription and Support RevenuesGrowth Rate
Sales$6,831 24 %$5,989 24 %14 %
Service7,369 25 6,474 26 14 
Platform and Other5,967 20 4,509 19 32 
Marketing and Commerce4,516 16 3,902 16 16 
Data4,338 15 3,783 15 15 
Total$29,021 100 %$24,657 100 %18 %
Our Industry Offerings revenue is included in one of the above service offerings depending on the primary service purchased. Slack revenues are included in Platform and Other. Data is comprised of revenue from Analytics and Integration service offerings.
Data subscription and support revenues include revenues from term and perpetual software licenses, which are recognized at the point in time when the software is made available to the customer. Therefore, we expect Data to experience greater volatility in revenues period to period compared to our other service offerings. Additionally, as we transition customers within the Data offering from perpetual and term software licenses to subscription based services, revenue associated with such customers will generally be recognized ratably over the contract term, resulting in potentially less revenue in the period the customer transitions but potentially increasing revenues over the remaining term.
Revenuesby Geography
 Fiscal Year Ended January 31,
(in millions)2023As a % of Total Revenues2022As a % of Total RevenuesGrowth Rate
Americas$21,250 68 %$17,983 68 %18 %
Europe7,163 23 6,016 23 19 
Asia Pacific2,939 2,493 18 
Total$31,352 100 %$26,492 100 %18 %
Revenues by geography are determined based on the region of the Salesforce contracting entity, which may be different than the region of the customer. Americas revenue attributedThe increase in revenues across all regions was due primarily to the United States was approximately 96 percentcontinued execution of our business and 96 percent duringgrowth strategy, including increasing our geographic reach primarily through extending our go-to-market capabilities globally. During fiscal 2018 and 2017, respectively.
Revenues in Europe and Asia Pacific accounted for $2.9 billion, or 28 percent of total revenues, for fiscal 2018, compared to $2.2 billion, or 26 percent of total revenues, during the same period a year ago, an increase of $0.7 billion, or 34 percent. The increase in2023, revenues outside of the Americas was the result of the increasing acceptance of our services, our focus on marketing our services internationally and additional resources. Revenues outside of the Americas increased on a total dollar basiswere negatively impacted by $97.3 million in fiscal 2018foreign currency fluctuations by approximately ten percent compared to the same period a year ago as a result of the strengthening British Pound Sterling.fiscal 2022.

Cost of Revenues.Revenues
 Fiscal Year Ended January 31,Variance
Dollars
(in millions)2023As a % of Total Revenues2022As a % of Total Revenues
Subscription and support$5,821 19 %$5,059 19 %$762 
Professional services and other2,539 %1,967 %572 
Total cost of revenues$8,360 27 %$7,026 27 %$1,334 
 Fiscal Year Ended January 31, 
Variance
Dollars
(in thousands)2018 2017 
Subscription and support$2,033,457
 $1,617,315
 $416,142
Professional services and other740,065
 616,724
 123,341
Total cost of revenues$2,773,522
 $2,234,039
 $539,483
Percent of total revenues26% 27%  

CostFor fiscal 2023, the increase in cost of revenues was $2.8 billion, or 26 percent of total revenues, for fiscal 2018, compared to $2.2 billion, or 27 percent of total revenues, during the same period a year ago, an increase of $539.5 million. The increase in absolute dollars was primarily due to an increase of $191.5$638 million in employee-related costs, an increase of $22.5 million inincluding stock-based expenses, an increase of $196.9 million in service delivery costs, primarily due to our efforts to increase data center capacity, an increase of amortization of purchased intangible assets of $37.9 million and an increase of $23.2 million in allocated overhead.compensation expense. We have increased our headcount associated with our data centers, customer support and professional services by 1127 percent since January 31, 2017fiscal 2022 to meet the higher demand for services from our customers andas well as from our fiscal 2023 acquisition of Traction on Demand. Fiscal 2023 cost of revenues, as a resultpercentage of ourrevenues, were consistent to that of fiscal 2017 acquisitions. 2022.
We intend to continue to invest additional resources in our enterprise cloud computing services and data center capacity to allow us to scale with our customers and continuously evolve our security measures. We also plan to add additional employees in our
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professional services group to facilitate the adoption of our services. The timing of these expenses willis expected to affect our cost of revenues, both in terms of absolute dollars and as a percentage of revenues, in future periods.the near term.
The cost of professional services and other revenues was $740.1 million during fiscal 2018 resulting in positive gross margin of $29.4 million. The cost of professional services and other revenues was $616.7 million during fiscal 2017 resulting in positive gross margins of $19.1 million. We expect the cost of professional services to be approximately in line with revenues from professional services in future fiscal quarters. We believe that this investment in professional services facilitates the adoption of our service offerings.
Operating Expenses.Expenses
 Fiscal Year Ended January 31,Variance
Dollars
(in millions)2023As a % of Total Revenues2022As a % of Total Revenues
Research and development$5,055 16 %$4,465 17 %$590 
Marketing and sales13,526 43 11,855 44 1,671 
General and administrative2,553 2,598 10 (45)
Restructuring828 828 
Total operating expenses$21,962 70 %$18,918 71 %$3,044 
 Fiscal Year Ended January 31, 
Variance
Dollars
(in thousands)2018 2017 
Research and development$1,553,073
 $1,208,127
 $344,946
Marketing and sales4,829,291
 3,918,027
 911,264
General and administrative1,088,358
 967,563
 120,795
Total operating expenses$7,470,722
 $6,093,717
 $1,377,005
Percent of total revenues71% 72%  
ResearchFor fiscal 2023, the increase in research and development expenses were $1.6 billion, or 15 percent of total revenues, for fiscal 2018, compared to $1.2 billion, or 14 percent of total revenues, during the same period a year ago, an increase of $344.9 million. The increase in absolute dollars was primarily due to an increase of approximately $211.5$547 million in employee-related costs, an increase of $72.4 million inincluding stock-based expenses, an increase in our development and test data center costs and allocated overhead. We increased ourcompensation expense. Our research and development headcount increased by 11three percent since January 31, 2017fiscal 2022 in order to improve and extend our service offerings, develop new technologies and integrate previously acquired companies, includingcompanies. Fiscal 2023 research and development expenses, as a percentage of revenues, decreased compared to fiscal 2022 primarily due to our hiring pause that began in the second half of fiscal 2017 acquisitions. 2023 as well as our January 2023 restructuring plan.
We expect that research and development expenses will increase in absolute dollars and may increase as a percentage of revenues in future periodsthe near term as we continue to invest in additional employees and technology to support the development of new, and improve existing, technologies and the integration of acquired technologies.

MarketingFor fiscal 2023, the increase in marketing and sales expenses were $4.8 billion, or 46 percent of total revenues, for fiscal 2018, compared to $3.9 billion, or 47 percent of total revenues, during the same period a year ago, an increase of $911.3 million. The change was primarily due to an increase of $719.8 million$1.3 billion in employee-related costs, andincluding the amortization of deferred commissions an increase of $79.6 million inand stock-based expenses, an increase in amortization of purchased intangible assets of $23.7 million, and allocated overhead.compensation expense. Our marketing and sales headcount increased by 22three percent since January 31, 2017. The increase in headcount wasfiscal 2022 primarily attributabledue to hiring additional sales personnel to focus on adding new customers and increasing penetration within our existing customer base. Fiscal 2023 marketing and sales expenses as a percentage of revenue decreased compared to fiscal 2022 primarily due to our hiring pause that began in the second half of fiscal 2023, our January 2023 restructuring plan and decreased marketing expenses.
GeneralWe expect that marketing and sales expenses will increase in absolute dollars and may decrease as a percentage of revenues in the near term as we focus on leveraging our self-serve and partner-led channels and increasing our sales productivity.
For fiscal 2023, the decrease in general and administrative expenses were $1.1 billion, or 10 percent of total revenues, for fiscal 2018, compared to $1.0 billion, or 11 percent of total revenues, during the same period a year ago, an increase of $120.8 million. The increase was primarily due to an increase in employee-related costs.decreased third-party and miscellaneous expenses. Our general and administrative headcount increased by 16five percent since January 31, 2017fiscal 2022 as we added personnel to support our growth. General and administrative expenses, as a percentage of revenue, decreased primarily due to our hiring pause in the second half of fiscal 2023, our January 2023 restructuring plan and real estate exits that occurred in fiscal 2023.
We expect that general and administrative expenses may increase in absolute dollars and may decrease as a percentage of revenues in the near term as we continue to invest in process efficiency initiatives.
In fiscal 2023, approximately $828 million of costs were incurred related to the January 2023 restructuring plan, of which approximately $683 million relates to employee transition, severance payments, employee benefits and stock-based compensation expense and $145 million relates to exit charges associated with office space reductions. We expect to incur approximately $600 million to $1.1 billion in charges in connection with the Plan in the near term.
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Other Income and Expenses
 Fiscal Year Ended January 31,Variance
Dollars
(in millions)20232022
Gains (losses) on strategic investments, net$(239)$1,211 $(1,450)
Other expense(131)(227)96 
Gains (losses) on strategic investments, net consists primarily of mark-to-market adjustments related to our publicly held equity securities, observable price adjustments related to our privately held equity securities and other adjustments including impairments. Our strategic investment portfolio continues to be affected by high public equity market volatility as well as challenging market conditions for companies in which we hold private equity or debt investments. In fiscal 2023 these factors resulted in impairments on privately held equity and debt securities of $491 million, partially offset by $180 million in unrealized gains on privately held equity securities.
Other income and expense.
 Fiscal Year Ended January 31, 
Variance
Dollars
(in thousands)2018 2017 
Investment income$35,848
 $27,374
 $8,474
Interest expense(86,943) (88,988) 2,045
Other income (expense)17,435
 9,072
 8,363
Gains from acquisitions of strategic investments0
 13,697
 (13,697)
Investment income was $35.8 million for fiscal 2018 and was $27.4 million during the same period a year ago. The increase was due to higher interest income across our portfolio.
Interest expense primarily consists of interest expense on our convertible senior notes, capitaldebt as well as our finance leases, financing obligation related to 350 Mission, the loan assumed on 50 Fremont, revolving credit facility and the $500.0 million term loan that was entered into in connection with our acquisition of Demandware. Interest expense was $86.9 million for fiscal 2018 and was $89.0 million during the same period a year ago.
Other income (expense) primarily consists of non-operating transactions such as strategic investment realized gains and losses and other-than-temporary impairments, gains and losses from foreign exchange rate fluctuations and real estate transactions. The Company sold a portion of its publicly-held investments in fiscal 2018, which resulted in a reclassification of previously unrealized gains from the accumulated other comprehensive loss on the balance sheet to other income (expense) in the amount of $58.6 million. This amount was offset by other-than-temporary impairmentsinterest income on strategic investments.our marketable securities portfolio. Other expense decreased primarily due to an increase in investment income from rising interest rates offset by an increase in interest expense primarily driven by our issuance of $8.0 billion Senior Notes in July 2021.
Gains from acquisitions of strategic investments represents gains recognized related to strategic investments when we acquire an entity in which we previously held a strategic investment. The difference between the fair value of the shares as of the date of the acquisition and the carrying value of the strategic investment is recorded as a gain or loss and disclosed separately within the statements of operations.
Benefit from (provision for) income taxes.From (Provision For) Income Taxes
 Fiscal Year Ended January 31,Variance
Dollars
(in millions)20232022
Provision for income taxes$(452)$(88)$(364)
Effective tax rate68 %%
 Fiscal Year Ended January 31, 
Variance
Dollars
(in thousands)2018 2017 
Benefit from (provision for) income taxes$(74,630) $154,249
 $(228,879)
Effective tax rate37% (608)%  
WeIn fiscal 2023, we recognized a tax provision of $74.6$452 million on a pretax income of $202.1 million for fiscal 2018.$660 million. The majority of the tax provision recorded was primarily related to income taxes infrom profitable jurisdictions outside of the United States.States which includes withholding taxes. Our effective tax rate may fluctuate due to changes in our domestic and foreign earnings, or material discrete tax items, or a combination of these factors resulting from transactions or events, for example, acquisitions, changes to our operating structure and other macroeconomic factors.
In fiscal 2017,2022, we recordedrecognized a tax benefitprovision of $154.2$88 million on a pretax income of $25.4 million for fiscal 2017. The most significant component of this$1.5 billion. Our tax amountprovision was the discrete tax benefit of $210.3 millionprimarily due to taxes from a partial release of the valuation allowance in connection with the acquisition of Demandware. The net deferred tax liability from the acquisition of Demandware provided a source of additional income to support the realizability of our preexisting deferred tax assets and, as a result, we released a portion of our valuation allowance. The tax benefit associated with the release of the valuation allowance was partially offset by income taxes in profitable jurisdictions outside of the United States.

Fiscal Years Ended January 31, 2017 and 2016
Revenues.
 Fiscal Year Ended January 31, Variance
(in thousands)2017 2016 Dollars Percent
Subscription and support$7,756,205
 $6,205,599
 $1,550,606
 25%
Professional services and other635,779
 461,617
 174,162
 38%
Total revenues$8,391,984
 $6,667,216
 $1,724,768
 26%
Total revenues were $8.4 billion for fiscal 2017, compared to $6.7 billion for fiscal 2016, an increase of $1.7 billion, or 26 percent. Subscription and support revenues were $7.8 billion, or 92 percent of total revenues, for fiscal 2017, compared to $6.2 billion, or 93 percent of total revenues, for fiscal 2016, an increase of $1.6 billion, or 25 percent. The increase in subscription and support revenues in fiscal 2017States, which was primarily causedoffset by volume-driven increases from new business, which includes new customers, upgrades and additional subscriptions from existing customers. Revenue resulting from our July 2016 acquisition of Demandware contributed $120.4 million to total revenues for fiscal 2017. Revenues from other acquired businesses in fiscal 2017 were not material. We continued to invest in a variety of customer programs and initiatives, which, along with increasing enterprise adoption, have helped keep our attrition rate consistent as compared to fiscal 2016. Our attrition rate also played a role in the increase in subscription and support revenues. Changes in our pricing have not been a significant driver of revenue growth for the periods presented. Professional services and other revenues were $635.8 million, or eight percent of total revenues, for fiscal 2017, compared to $461.6 million, or seven percent of total revenues, for fiscal 2016, an increase of $174.2 million, or 38 percent. The increase wasnet US tax benefit primarily due to the growth in our subscription professional services.
Revenues by geography were as follows (in thousands):
 Fiscal Year Ended January 31,
 2017 As a % of Total Revenues 2016 As a % of Total Revenues
Americas$6,224,971
 74% $4,910,745
 74%
Europe1,373,547
 16
 1,162,808
 17
Asia Pacific793,466
 10
 593,663
 9
 $8,391,984
 100% $6,667,216
 100%
Revenues in Europe and Asia Pacific accounted for $2.2 billion, or 26 percent of total revenues, for fiscal 2017, compared to $1.8 billion, or 26 percent of total revenues, for fiscal 2016, an increase of $410.5 million, or 23 percent. The increase in revenues on a total dollar basis outside of the Americas was the result of the increasing acceptance of our service, our focus on marketing our services internationally, additional resources and consistent attrition rates as a result of the reasons stated above. Revenues outside of the Americas increased on a total dollar basis in fiscal 2017 despite an overall strengthening of the U.S. dollar, which reduced aggregate international revenues by $103.8 million compared to fiscal 2016.
Americas revenue attributed to the United States was approximately 96 percent and 95 percent for fiscal 2017 and 2016, respectively. No other country represented more than ten percent of total revenue during fiscal 2017 or 2016.
Cost of Revenues.
 Fiscal Year Ended January 31, 
Variance
Dollars
(in thousands)2017 2016 
Subscription and support$1,617,315
 $1,241,692
 $375,623
Professional services and other616,724
 412,856
 203,868
Total cost of revenues$2,234,039
 $1,654,548
 $579,491
Percent of total revenues27% 25%  

Cost of revenues was $2.2 billion, or 27 percent of total revenues, for fiscal 2017, compared to $1.7 billion, or 25 percent of total revenues, for fiscal 2016, an increase of $579.5 million. The increase in absolute dollars was primarily due to an increase of $240.9 million in employee-related costs, an increase of $38.0 million in stock-based expenses, an increase of $162.4 million in service delivery costs, primarily due to our efforts to increase data center capacity, an increase of $23.5 million in professional and outside services, an increase of amortization of purchased intangibles of $46.8 million, an increase in depreciation of equipment of $16.2 million and an increase in allocated overhead of $35.9 million. We increased our headcount by 34 percent in fiscal 2017 to meet the higher demand for services from our customers and as a result of our fiscal 2017 acquisitions.
The cost of professional services and other revenues was $616.7 million during fiscal 2017 resulting in positive gross margin of $19.1 million. The cost of professional services and other revenues was $412.9 million during fiscal 2016 resulting in positive gross margins of $48.8 million.
Operating Expenses.
 Fiscal Year Ended January 31, 
Variance
Dollars
(in thousands)2017 2016 
Research and development$1,208,127
 $946,300
 $261,827
Marketing and sales3,918,027
 3,239,824
 678,203
General and administrative967,563
 748,238
 219,325
Operating lease termination resulting from purchase of 50 Fremont0
 (36,617) 36,617
Total operating expenses6,093,717
 4,897,745
 1,195,972
Percent of total revenues72% 73%  
Research and development expenses were $1.2 billion, or 14 percent of total revenues, for fiscal 2017, compared to $946.3 million, or 14 percent of total revenues, for fiscal 2016, an increase of $261.8 million. The increase in absolute dollars was primarily due to an increase of $173.2 million in employee-related costs, an increase of $58.1 million in stock-based expense, an increase of $28.1 million in development and test data center expense, and an increase in allocated overhead. We increased our research and development headcount by 35 percent in fiscal 2017 in order to improve and extend our service offerings and develop new technologies as a result of our fiscal 2017 acquisitions.
Marketing and sales expenses were $3.9 billion, or 47 percent of total revenues, for fiscal 2017, compared to $3.2 billion, or 49 percent of total revenues, for fiscal 2016, an increase of $678.2 million. The increase in absolute dollars was primarily due to increases of $484.3 million in employee-related costs, including amortization of deferred commissions, $34.7 million in advertising expense, $20.4 million in amortization of purchased intangibles, $99.8 million stock-based expense and $36.5 million in allocated overhead. Our marketing and sales headcount increased by 24 percent in fiscal 2017. The increase in headcount was also attributable to hiring additional sales personnel to focus on adding new customers and increasing penetration within our existing customer base.
General and administrative expenses were $967.6 million, or 11 percent of total revenues, for fiscal 2017, compared to $748.2 million, or 11 percent of total revenues, for fiscal 2016, an increase of $219.3 million. The increase was primarily due to an increase of $175.2 million in employee-related costs, an increase of $30.9 million in stock-based expense and an increase in professional and outside services. Our general and administrative headcount increased by 22 percent in fiscal 2017 as we added personnel to support our growth.
In connection with the purchase of 50 Fremont, we recognized a net non-cash gain in fiscal 2016 totaling approximately $36.6 million on the termination of the lease signed in January 2012.
Other income and expense.
 Fiscal Year Ended January 31, 
Variance
Dollars
(in thousands)2017 2016 
Investment income$27,374
 $15,341
 $12,033
Interest expense(88,988) (72,485) (16,503)
Other income (expense)9,072
 (15,292) 24,364
Gain on sales of land and building improvements0
 21,792
 (21,792)
Gains from acquisitions of strategic investments13,697
 0
 13,697

Investment income consists of income on our cash and marketable securities balances. Investment income was $27.4 million for fiscal 2017 and was $15.3 million for fiscal 2016. The increase was due to both realized gains resulting from the sales of marketable securities as well as higher interest income across our portfolio.
Interest expense consists of interest on our convertible senior notes, capital leases, financing obligation related to 350 Mission, the loan assumed on 50 Fremont, revolving credit facility and the $500.0 million term loan that was entered into in connection with our acquisition of Demandware. Interest expense was $89.0 million for fiscal 2017 and was $72.5 million for fiscal 2016. The increase was primarily due to the term loan in fiscal 2017 associated with the Demandware purchase and our outstanding balance in our revolving facility in in fiscal 2017.
Other income (expense) primarily consists of non-operating transactions such as strategic investments fair market value adjustments, gains and losses from foreign exchange rate fluctuations and real estate transactions.
Gain on sales of land and building improvements consists of the gain the company recognized from sales of undeveloped real estate and a portion of associated perpetual parking rights in San Francisco, California. Gain on sales of land and building improvements, net of closing costs, was $21.8 million during fiscal 2016.
Gains from acquisitions of strategic investments represents gains on sales of strategic investments when we acquire an entity in which we 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 disclosed separately within the statements of operations.
Benefit from (provision for) income taxes.
 Fiscal Year Ended January 31, 
Variance
Dollars
(in thousands)2017 2016 
Benefit from (provision for) income taxes$154,249
 $(111,705) $265,954
Effective tax rate(608)% 174%  
We reported a tax benefit of $154.2 million on a pretax income of $25.4 million, which resulted in a negative effective tax rate of 608 percent for fiscal 2017. The most significant component of this tax amount was the tax benefit of $210.3 million from a partial release of the valuation allowance in connection with the acquisition of Demandware. The net deferred tax liability from the acquisition of Demandware provided a source of additional income to support the realizability of our preexisting deferred tax assets and as a result, we released a portion of our tax valuation allowance. The tax benefit associated with the release of the valuation allowance was partially offset by income taxes in profitable jurisdictions outside the United States. Additionally, as a result of early adopting Accounting Standards Update No. 2016-09, “Stock Compensation (Topic 718): Improvements to Employee Shared-Based Payment Accounting” (“ASU 2016-09”) and our valuation allowance position, we did not record significant U.S. current income tax expense.
We recorded a tax provision of $111.7 million with a pretax income of $64.3 million, which resulted in an effective tax rate of 174 percent for fiscal 2016. We had a tax provision in profitable jurisdictions outside the United States and current tax
expense in the United States. We had U.S. current tax expense as a result of taxable income before considering certain excess
tax benefits from stock optionsbased compensation.
The Inflation Reduction Act was signed into law in August 2022. The Inflation Reduction Act introduced new provisions,
including a 15 percent corporate alternative minimum tax for certain large corporations that have at least an average of
$1 billion adjusted financial statement income over a consecutive three-tax-year period. The corporate minimum tax will be
effective for fiscal 2024. While we do not anticipate this change to be significant, it could impact our consolidated financial position. We continue to monitor and vestinganalyze new information, interpretations and guidance.
Fiscal Year Ended January 31, 2022 and 2021
For a discussion of restricted stock.the year ended January 31, 2022 compared to the year ended January 31, 2021, refer to Part II, Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the year ended January 31, 2022.
Liquidity and Capital Resources
At January 31, 2018,2023, our principal sources of liquidity were cash, cash equivalents and marketable securities totaling $4.5$12.5 billion and accounts receivable of $3.9$10.8 billion. Our cash, cash equivalents and marketable securities are comprised primarily of corporate notes and obligations, U.S. treasury securities, asset backedU.S. agency obligations, asset-backed securities, foreign government obligations, mortgage backedmortgage-backed obligations, covered bonds, time deposits, money market mutual funds and municipal securities. Our credit agreement (the “Revolving Loan Credit Agreement”), which as of January 31, 2023 provides the ability to borrow up to $3.0 billion in unsecured financing (the “Credit Facility”), also serves as a source of liquidity.
NetCash from operations could continue to be affected by various risks and uncertainties, including, but not limited to, the risks detailed in Part I, Item 1A titled “Risk Factors.” We believe our existing cash, cash equivalents, marketable securities, cash provided by operating activities, was $2.7 billion during fiscal 2018 and $2.2 billion during the same period a year ago. Net cash provided by operating activities was $2.2 billion during fiscal 2017 and $1.7 billion during fiscal 2016. Cash provided by operating activities has historically been affected by the amount of net income adjusted for non-cash expense items such as depreciation and amortization; amortization of purchased intangibles from business combinations; amortization of debt discount; the expense associated with stock-based awards; gains on sales of strategic investments; the timing of employeeunbilled amounts related costs including commissions and bonus payments; the timing of payments against accounts payable, accrued expenses and other current liabilities; the timing of collections from our customers,to contracted non-cancelable subscription agreements, which is our largest source of operating cash flows; the timing of business combination activity and the related integration and transaction costs; and changes in working capital accounts.
Our working capital accounts consist of accounts receivable, deferred commissions, prepaid assets and other current assets. Claims against working capital include accounts payable, accrued expenses, deferred revenue, and other current

liabilities and payments related to our debt obligations. Our working capital may be impacted by factors in future periods such as billings to customers for subscriptions and support services and the subsequent collection of those billings, certain amounts and timing of which are seasonal. Our working capital in some quarters may be impacted by adverse foreign currency exchange rate movements and this impact may increase as our working capital balances increase in our foreign subsidiaries. Our billings are also influenced by new business linearity within the quarters and across quarters.
As described above in “Seasonal Nature of Deferred Revenue, Accounts Receivable and Operating Cash Flow,” our fourth quarter has historically been our strongest quarter for new business and renewals and, correspondingly, the first quarter has historically been the strongest for cash collections. The year on year compounding effect of this seasonality in both billing patterns and overall business causes both the value of invoices that we generate in the fourth quarter and cash collections in the first quarter to increase as a proportion of our total annual billings.
We generally invoice our customers for our subscription and services contracts in advance in annual installments. We typically issue renewal invoices in advance of the renewal service period, and depending on timing, the initial invoice for the subscription and services contract and the subsequent renewal invoice may occur in different quarters. Such invoice amounts are initially reflected in accounts receivable and deferred revenue, which isnot reflected on the balance sheets,sheet, and, as the contract renewal approaches, the corresponding deferred revenue decreases to zero. The operating cash flow benefit of increased billing activity generally occurs in the subsequent quarter when we collect fromif necessary, our customers. As such, our first quarter is our largest collections and operating cash flow quarter.
Net cash used in investing activities was $2.0 billion during fiscal 2018 and $2.7 billion during the same period a year ago. The net cash used in investing activities during fiscal 2018 primarily related to purchases of marketable securities of $2.0 billion and new office build outs and capital investments of $534.0 million, which were offset by the cash inflows for the period from the sales of marketable securities of $558.6 million. Net cash used in investing activities was $2.7 billion during fiscal 2017 and $1.5 billion during fiscal 2016. The net cash used in investing activities during fiscal 2017 primarily related to business combinations with the largest being the acquisition of Demandware in July 2016, purchases of marketable securities of approximately $1.1 billion, new office build-outs and strategic and capital investments, which were offset by the cash inflows for the period from sales and maturities of marketable securities of $2.0 billion. Net cash used in investing activities was $1.5 billion during fiscal 2016, which primarily related to capital expenditures, strategic investments, business combinations, the purchase of 50 Fremont land and building, new office build-outs, investment of cash balances offset by proceeds from sales and maturities of marketable securities and proceeds from the sale of Mission Bay land and the use of restricted cash to purchase 50 Fremont land and building.
Net cash provided by financing activities was $221.2 million during fiscal 2018 as compared to $997.7 million during the same period a year ago. Net cash provided by financing activities during fiscal 2018 consisted primarily of $650.3 million from proceeds from equity plans offset by $200.0 million repayment of the revolving credit facility, $123.2 million of principal payments on conversions of the 0.25% Senior Notes and $105.9 million of principal payments on capital lease obligations. Net cash provided by financing activities was $997.7 million during fiscal 2017 as compared to net cash provided by financing activities of $73.2 million during fiscal 2016. Net cash provided by financing activities during fiscal 2017 consisted primarily of $748.8 million proceeds from borrowingsborrowing capacity under our revolving credit facility, $495.6 million of proceeds from the Term Loan, net of loan fees, $401.5 million from proceeds from equity plans offset by $98.2 million of principal payments on capital leases and $550.0 million payment of our revolving credit facility. Net cash provided by financing activities during fiscal 2016 consisted primarily of $455.5 million from proceeds from equity plan offset by $82.3 million of principal payments on capital leases and $300.0 million payment of our revolving credit facility.
In March 2013, we issued at par value $1.15 billion of 0.25% convertible senior notes (“0.25% Senior Notes”), due April 2018, unless earlier purchased by us or converted. The Notes are classified as a current liability on our consolidated balance sheet as of January 31, 2018 as they are due within one year. As of January 31, 2018 the remaining principal balance of the 0.25% Senior Notes outstanding is $1.03 billion.
In July 2016, we entered into a credit agreement (“Revolving Loan Credit Agreement”), which provides for a $1.0 billion unsecured revolving credit facility (“Credit Facility”) that matures in July 2021. We may use any future borrowings under the Credit Facility for refinancing other indebtedness,will be sufficient to meet our working capital, capital expendituresexpenditure and other general corporate purposes, including permitted acquisitions. We may borrow amounts under the Credit Facility at any time during the term of the Revolving Loan Credit Agreement. As of January 31, 2018, we had no outstanding borrowings under the Credit Facility. We were in compliance with the Revolving Loan Credit Agreement’s covenants as of January 31, 2018.
In July 2016, to partially finance the acquisition of Demandware, we entered into a $500.0 million term loan (“Term Loan”) which matures in July 2019. As of January 31, 2018, the noncurrent outstanding principal portion of the Term Loan was $500.0 million.
All outstanding amounts under the Term Loan Credit Agreement will be due and payable in July 2019. The Company may prepay the Term Loan, in whole or in part, at any time without premium or penalty, subject to certain conditions, and

amounts repaid or prepaid may not be reborrowed. The Company’s obligations under the Term Loan Credit Agreement are required to be guaranteed by certain of its subsidiaries meeting certain thresholds set forth in the Term Loan Credit Agreement. The Company was in compliance with the Term Loan Credit Agreement’s covenants as of January 31, 2018.
As of January 31, 2018, we have a total of $99.9 million in letters of credit outstanding in favor of certain landlords for office space. To date, no amounts have been drawn against the letters of credit, which renew annually and expire at various dates through December 2030.
We do not have any special purpose entities, and other than operating leases for office space and computer equipment, we do not engage in off-balance sheet financing arrangements.
Our principal commitments consist of obligations under leases for office space, co-location data center facilities and our development and test data center, as well as leases for computer equipment, software, furniture and fixtures. At January 31, 2018, the future non-cancelable minimum payments under these commitments were as follows (in thousands):
Contractual ObligationsPayments Due by Period
 Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years
Capital lease obligations, including interest$317,645
 $115,909
 $201,695
 $41
 $0
Operating lease obligations:         
          Facilities space2,727,369
 335,289
 660,807
 575,673
 1,155,600
          Computer equipment and furniture and
fixtures
555,958
 275,636
 280,322
 0
 0
0.25% Convertible Senior Notes1,026,821
 1,026,821
 0
 0
 0
Loan assumed on 50 Fremont200,000
 2,128
 7,661
 8,257
 181,954
Term loan500,000
 0
 500,000
 0
 0
Financing obligation - leased facility300,903
 21,881
 45,095
 46,872
 187,055
Contractual commitments513,831
 185,449
 229,132
 53,500
 45,750
 $6,142,527
 $1,963,113
 $1,924,712
 $684,343
 $1,570,359
The majority of our operating lease agreements provide us with the option to renew. Our future operating lease obligations would change if we exercised these options and if we entered into additional operating lease agreements as we expand our operations.
The financing obligation - leased facility above represents the total obligation for our lease of approximately 445,000 rentable square feet of office space at 350 Mission St. ("350 Mission") in San Francisco, California. As of January 31, 2018, $218.2 million of the total obligation noted above was recorded to Financing obligation - leased facility, of which the current portion is included in “Accounts payable, accrued expenses and other liabilities” and the noncurrent portion is included in “Other noncurrent liabilities” on the consolidated balance sheets.
Purchase orders are not included in the table above. Our purchase orders represent authorizations to purchase rather than binding agreements. The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding and that specify all significant terms, including: fixed or minimum services to be used; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Obligations under contracts that we can cancel without a significant penalty are not included in the table above.
In April 2016, we entered into an agreement with a third-party provider for certain infrastructure services for a period of four years. We paid $96.0 million in connection with this agreement during fiscal 2018. The agreement further provides that we will pay an additional $108.0 million in fiscal 2019 and $126.0 million in fiscal 2020. This agreement is included in the table above under contractual commitments.
In July 2017, we entered into an agreement with a third-party to obtain the exclusive naming rights for the Salesforce Transit Center project in San Francisco for a period of 25 years. We paid a non-refundable fee of $1.0 million upon execution of the agreement and we are obligated to pay approximately $4.4 million each yeardebt maintenance needs over the lifenext 12 months.
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Table of the agreement. The agreement may be terminated by us without cause upon satisfaction of certain conditions and is therefore excluded from the table above.Contents
During fiscal 2018 and in future fiscal years, we have made and expect to continue to make additional investments in our infrastructure to scale our operations and increase productivity. We plan to upgrade or replace various internal systems to scale with the overall growth of the Company. Additionally, we expect capital expenditures to be higher in absolute dollars and remain consistent as a percentage of total revenues in future periods as a result of continued office build-outs, other leasehold improvements and data center investments.

In the future, we may enter into arrangements to acquire or invest in complementary businesses, services and technologies and intellectual property rights. To facilitate these acquisitions or investments, we may seek additional equity or debt financing, which may not be available on terms favorable to us or at all, which may affectimpacting our ability to complete subsequent acquisitions or investments,investments.
CashFlows
For fiscal 2023, 2022 and which may affect the risks of owning2021 our common stock.cash flows were as follows (in millions):
4Fiscal Year Ended January 31,
 202320222021
Net cash provided by operating activities$7,111 $6,000 $4,801 
Net cash used in investing activities(1,989)(14,536)(3,971)
Net cash provided by (used in) financing activities(3,562)7,838 1,194 
We believe our existing cash, cash equivalents, marketable securities,Operating Activities
The net cash provided by operating activities during fiscal 2023 was related to net income of $208 million, adjusted for non-cash items including $3.8 billion of depreciation and if necessary,amortization and $3.3 billion related to stock-based compensation expense. Cash provided by operating activities can be significantly impacted by factors such as growth in new business, timing of cash receipts from customers, vendor payment terms and timing of payments to vendors. Cash provided by operating activities during fiscal 2023 was further benefited by the change in unearned revenue of $1.7 billion, partially offset by the change in costs capitalized to obtain revenue contracts, net of $2.3 billion and accounts receivable, net of $1.0 billion due to cash collections. Cash provided by operating activities was impacted by the provision from the Tax Cuts and Jobs Act of 2017 which became effective in fiscal 2023 and requires the capitalization and amortization of research and development costs. The change increased our borrowing capacity under cash taxes paid in fiscal 2023. As our Credit Facility will be sufficientbusiness continues to meetgrow and our workingexpenses remain in line with or less than our revenue growth, we expect to continue to see growth in net cash provided by operating activities.
The net cash provided by operating activities during fiscal 2022 was primarily related to net income of $1.4 billion, adjusted for non-cash items including $3.3 billion of depreciation and amortization and $2.8 billion related to stock-based expense offset by $1.2 billion related to gains on strategic investments. Cash provided by operating activities during fiscal 2022 was further benefited by the change in unearned revenue of $2.6 billion, partially offset by accounts receivable, net of $1.8 billion.
Investing Activities
The net cash used in investing activities during fiscal 2023 was primarily related to capital capital expenditureexpenditures of $798 million, net outflows of $557 million from marketable securities activity, cash consideration for acquisitions of approximately $439 million and net outflows of $195 million from strategic investment activity.
The net cash used in investing activities during fiscal 2022 was primarily related to cash consideration for the acquisitions of Slack and Acumen, as well as other acquisitions, net of cash acquired, of approximately $14.9 billion. Net cash used in investing activities was impacted by net inflows of $574 million from marketable securities activity and $483 million from strategic investment activity.
Financing Activities
Net cash used in financing activities during fiscal 2023 consisted primarily of $4.0 billion from repurchases of common stock partially offset by $861 million from proceeds from equity plans.
Net cash provided by financing activities during fiscal 2022 consisted primarily of $7.9 billion of net proceeds from our July 2021 issuance of Senior Notes and $1.3 billion from proceeds from equity plans, partially offset by payments related to the Slack Convertible Notes, net of associated capped call proceeds of $1.2 billion.
Debt
As of January 31, 2023, we had senior unsecured debt repayment needs overoutstanding, with maturities starting in April 2023 through July 2061. The total carrying value of this debt was $10.6 billion, of which $1.0 billion is related to the 2023 Senior Notes due in the next 12 months. In addition, we had senior secured notes outstanding related to our loan on our purchase of an office building located at 50 Fremont Street in San Francisco (“50 Fremont”), due in June 2023, with a total carrying value of $182 million. We expectwere in compliance with all debt covenants as of January 31, 2023.
In December 2020, we entered into the Revolving Loan Credit Agreement, which provides for a $3.0 billion unsecured revolving Credit Facility that matures in December 2025. There were no outstanding borrowings under the Credit Facility as of January 31, 2023. We may use the proceeds of future borrowings under the Credit Facility for general corporate purposes,
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which may include, without limitation, financing the consideration for, fees, costs and expenses related to any acquisition. In April 2022, we amended the Revolving Loan Credit Agreement to reflect certain immaterial administrative changes.
We do not have any special purpose entities and we do not engage in off-balance sheet financing arrangements.
Share Repurchase Program
In August 2022, the Board of Directors authorized a program to repurchase up to $10.0 billion of our common stock (the “Share Repurchase Program”). The Share Repurchase Program does not have a fixed expiration date and does not obligate us to acquire any specific number of shares. During the fiscal year ended January 31, 2023, we repurchased approximately 28 million shares of our common stock for approximately $4.0 billion at an average cost of $144.94. All repurchases were made in open market transactions. As of January 31, 2023, we were authorized to purchase a remaining $6.0 billion of the Company’s common stock under 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. Subsequent to January 31, 2023, we have paid approximately $0.3 billion through March 6, 2023 for additional shares under the Share Repurchase Program.
The Inflation Reduction Act was signed into law in August 2022. It introduced a new 1 percent excise tax imposed on certain stock repurchases made after December 31, 2022. It did not impact our financing cash flows in fiscal 2023. The excise tax may apply to future repurchases and could impact our financing cash flows.
ContractualObligations
Our principal commitments consist of obligations under leases for office space, co-location data center facilities and our development and test data center, as well as leases for computer equipment, software, furniture and fixtures. As of January 31, 2023, the future non-cancelable minimum payments forunder these commitments were approximately $4.7 billion, with payments of $933 million due in the next 12 months primarily from profitable jurisdictions outsideand $3.8 billion due thereafter. As of January 31, 2023, we have additional operating leases that have not yet commenced totaling $0.4 billion. We generally expect to satisfy these commitments with cash on hand and cash provided by operating activities.
In addition to our leasing arrangements, we have other contractual commitments associated with agreements that are enforceable and legally binding, including those with infrastructure service providers. Our total commitments under these agreements are $6.5 billion, of which payments of $1.1 billion are due in the U.S,next 12 months and $5.4 billion are due thereafter. We generally expect to satisfy these commitments with cash on hand and cash provided by operating activities.
During fiscal 2023 and in future fiscal years, we have made, and expect to continue to make, additional investments in our infrastructure to scale our operations to increase productivity and enhance our security measures. We plan to upgrade or replace various internal systems to scale with our overall growth. While we continue to make investments in our infrastructure including offices, information technology and data centers, as well as investments with infrastructure service providers, to provide capacity for the growth of our business, our strategy may continue to change related to these investments and we may slow the pace of our investments.
Other Future Obligations
Our overall acquisition strategy may evolve to require integration and business operation changes that may result in incremental income tax costs. The timing and amount of a tax cash payment, if any, is uncertain and would be based upon a number of factors, including our integration plans, valuations related to intercompany transactions, the tax rate in effect at the time, potential negotiations with the taxing authorities and potential litigation. Additionally, as we utilize our remaining tax credits and net operating loss carryforwards, we expect an increase in future cash taxes.
The Inflation Reduction Act was signed into law in August 2022. The Inflation Reduction Act introduced new provisions, including a 15 percent corporate alternative minimum tax for certain large corporations that have at least an average of $1 billion adjusted financial statement income over a consecutive three-tax-year period. The corporate minimum tax will be effective in fiscal 2024. While we do not anticipate this change to be consistent with those paid in prior years. significant, it could impact our consolidated financial position. We continue to monitor and analyze new information, interpretation and guidance.
Additionally, the one-time transition tax under the Tax Act will not have an impact on our cash taxes based on our provisional assessment.
New Accounting Pronouncements
See Note 1 “Summary of Business and Significant Accounting Policies”related to the consolidated financial statements for our discussion about new accounting pronouncements adopted and those pending.restructuring plan announced in January 2023, we expect approximately $1.2 billion to $1.7 billion in future cash expenditures, primarily related to workforce costs such as severance payments.
Other Information
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Environmental, Social, and Governance
We believe the business of business is improvingto make the state of the world a better place for all of our stakeholders, including our stockholders, customers, employees, community,partners, the planet and the communities in which we work and live. We believe that values drive value, and that effectively managing our priority Environmental, Social and Governance (“ESG”) topics will help create long-term value for our investors. We also believe that transparently disclosing the goals and relevant metrics related to our ESG programs will allow our stakeholders to be informed about our progress.
Our ESG disclosures include our annual stakeholder impact report, our Task Force on Climate-Related Financial Disclosures (“TCFD”) report, Sustainability Bond report and others as required by location regulations. The disclosures are informed by an internal ESG prioritization assessment refreshed in fiscal 2022, which assessed topics based on their potential impact to both our own enterprise value creation and the environment and society. We are committed to creating a sustainable, low-carbon future by delivering a carbon neutral cloud, operating as a net-zero greenhouse gas emissions company and by working to achieve our goal of 100 percent renewable energy for our global operations. In addition, we have spearheaded initiatives to drive equality in four key areas: equal rights, equal pay, equal education and equal opportunity. We also pioneered and have inspired other companies to adopt our 1-1-1 integrated philanthropy model, which leverages 1 percent of a company’s equity, employee time and product to help improve communities around the world. Together with the Salesforce Foundation, a 501(c)(3) nonprofit organization, and Salesforce.org, a nonprofit social enterprise, which are not included in our consolidated financial statements, we have given approximately $200 million to charitable organizations, loggedsociety more than 2.6 million employee volunteer hours around the world and provided more than 34,000 nonprofit and higher education organizations with the use of our service offerings for free or at a discount.
Below are some of the key highlights of our environmental, social and governance efforts:
In fiscal 2018 we achieved net-zero greenhouse gas emissions and began delivering a carbon neutral cloud for all customers. In addition, we are committed to working toward 100 percent renewable energy for our global operations. To support this goal, in fiscal 2016, we signed two virtual power purchase agreements in West Virginia and Texas and, in fiscal 2018, we began sourcing 100 percent renewable energy for approximately 90 percent of our urban campus in San Francisco.
As part of our ongoing work to promote equality in employee pay, opportunity and advancement, in fiscal 2017, we initiated our equal paybroadly. The assessment and subsequently adjusted our pay practices to eliminate statistically significant gender-associated differences in pay, committing approximately $6 million to this end to date.
In fiscal 2018, we announced that Salesforce Tower will feature the largest on-site water recycling system in a commercial high-rise building in the United States. The system is expected to reduce the building's water consumption and provide water recycling capabilities for all building tenants.
We strive to integrate sustainability into our corporate events. For example, at Dreamforce 2017, we offset 100 percent of onsite event greenhouse gas emissions, as well as emissionsgathered input from employee travel, through carbon credits purchased by us.
We are active in and support organizations that move the United States and the world toward a more sustainable, low-carbon future. For example, we were a founding member of the Business Renewables Center, signed the Corporate Renewable Energy Buyers’ Principles, helped to launch the Corporate Colocation and Cloud Buyers’ Principles, disclose our annual carbon emissions to the Carbon Disclosure Project, and signed on to initiatives such as We Mean Business and the American Business Act on Climate.
We have significantly increased the diversity of our Board over the past five years, including with respect to gender and race.
We leverage a number of communications channelsour key internal and strategic content to better serveexternal stakeholders, such as investors, customers, suppliers, our employees and engageexecutives, non-governmental organizations and sector organizations. Our ESG disclosures are also informed by relevant topics identified through third-party ESG reporting organizations, frameworks and standards, such as the TCFD. More information on our many stakeholders. Our sustainability website, www.salesforce.com/company/sustainability, provides information regarding our environmentalkey ESG programs, goals and other sustainability efforts, includingcommitments, and key metrics can be found in our annual impact reportsStakeholder Impact Report, https://salesforce.com/stakeholder-impact-report.
Website references throughout this document are provided for convenience only, and our environmental policy. At our equality portal, www.salesforce.com/company/equality, our stakeholders can gain insights on our approach to equality, see our company profile by gender, and review our most recent Employer Information Report, which provides a snapshot in time of our

U.S. demographics based on categories prescribed by the federal government. In addition, stakeholders can learn about equality through one of our many free Trailheads. Our annual proxy statement, as availablecontent on the Investor Relations website, www.investor.salesforce.com,referenced websites is not incorporated by reference into this report.
While we believe that our ESG goals align with our long-term growth strategy and financial and operational priorities, they are aspirational and may change, and there is no guarantee or www.sec.gov, provides additional details on our corporate governance practices, including our board composition.promise that they will be met.

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ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to financial market risks, including changes in foreign currency exchange rates, interest rates and equity investment risks. This exposure has increased due to recent financial market movements and changes to our expectations of near-term possible movements caused by the impact of the macroeconomic environment and COVID-19 as discussed in more detail below.
Foreign Currency Exchange Risk
We primarily conduct our business in the following locations: the United States, Europe, Canada, Latin America, Asia Pacific and Japan. The expanding global scope of our business exposes us to the risk of fluctuations in foreign currency markets, including emerging markets. This exposure is the result of selling in multiple currencies, growth in our international investments, including data center expansion, costs associated with third-party infrastructure providers, additional headcount in foreign countries, and operating in countries where the functional currency is the local currency. Specifically, our results of operations and cash flows are subject to fluctuations in the following currencies: the Euro, British Pound Sterling, Japanese Yen, Canadian Dollar, Australian Dollar and Japanese YenBrazilian Real against the United States Dollar (“USD”). These exposures may change over time as business practices evolve and economic conditions change.change, including market impacts associated with COVID-19. Changes in foreign currency exchange rates could have an adverse impact on our financial results and cash flows.
Our European revenue, operating expenses and significant balance sheet accounts denominated in currencies other than the USD primarily flow through our United Kingdom subsidiary, which has a functional currency of the British Pound. This results in a two-step currency exchange process wherein the currencies in Europe other than the British Pound are first converted into the British Pound and then British Pounds are translated into USD for our Consolidated Financial Statements. As an example, costs incurred in France are translated from the Euro to the British Pound and then into the USD. Our statements of operations and balance sheet accounts are also impacted by the re-measurement of non-functional currency transactions such as USD denominated intercompany loans, cash accounts held by our overseas subsidiaries, accounts receivable denominated in foreign currencies and deferred revenue and accounts payable denominated in foreign currencies.
Foreign Currency Transaction Risk
Our foreign currency exposures typically arise from selling annual and multi-year subscriptions in multiple currencies, customer account receivables,accounts receivable, intercompany transfer pricing arrangements and other intercompany transactions. Our foreign currency management objective is to minimize the effect of fluctuations in foreign exchange rates on selected assets or liabilities without exposing us to additional risk associated with transactions that could be regarded as speculative.
We pursue our objective by utilizing foreign currency forward contracts to offset foreign exchange risk. Our foreign currency forward contracts are generally short-term in duration. We neither use these foreign currency forward contracts for trading purposes nor do we currently designate these forward contracts as hedging instruments pursuant to Accounting Standards Codification 815, (“ASC 815”), Derivatives and Hedging. Accordingly, we record the fair values of these contracts as of the end of our reporting period to our consolidated balance sheets with changes in fair values recorded to our consolidated statements of operations. Given the short duration of the forward contracts, the amount recorded is not significant. Our ultimate realized gain or loss with respect to foreign currency exposures will generally depend on the size and type of cross-currency transactions that we enter into, the currency exchange rates associated with these exposures and changes in those rates, the net realized gain or loss on our foreign currency forward contracts and other factors.
Foreign Currency Translation Risk
Fluctuations in foreign currencies impact the amount of total assets, liabilities, revenues, operating expenses and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into USD. AsTotal revenue during the fiscal year ended January 31, 2023, was negatively impacted by approximately four percent compared to the fiscal year ended January 31, 2022. In addition, fluctuations in USD fluctuated against certain international currencies over the past several months, the amountsnegatively impacted our current remaining performance obligation by approximately one percent as of revenue and deferred revenue that we reported in USD for foreign subsidiaries that transact in international currencies were higher relativeJanuary 31, 2023 compared to what we would have reported as of January 31, 2022 using a constant currency rate.rates.
Interest Rate Sensitivity
We had cash, cash equivalents and marketable securities totaling $4.5$12.5 billion atas of January 31, 2018.2023. This amount was invested primarily in money market funds, time deposits, corporate notes and bonds, government securities and other debt securities with credit ratings of at least BBB or better. The cash, cash equivalents and marketable securities are held for general corporate purposes, including possible acquisitions of, or investments in, complementary businesses, services or technologies, working capital and capital expenditures. Our investments are made for capital preservation purposes. We do not enter into investments for trading or speculative purposes.
Our cash equivalents and our portfolio of marketable securities are subject to market risk due to changes in interest rates. Fixed rateFixed-rate securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectationexpectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we classify our debt securities as “available for sale,” no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are determineddue to be other-than-temporary. expected credit losses.
Our fixed-income portfolio is also subject to interest rate risk.
An immediate increase or decrease in interest rates of 100-basis100 basis points at January 31, 20182023 could result in a $33.5$56 million market value reduction or increase of the same amount. This estimate is based on a sensitivity model that measures market

value changes when changes in interest rates occur. Fluctuations
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in the value of our investment securities caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive income,loss, net, and are realized only if we sell the underlying securities.
At January 31, 2017,2022, we had cash, cash equivalents and marketable securities totaling $2.2$10.5 billion. The fixed-income portfolio was also subject to interest rate risk. Changes in interest rates of 100-basis100 basis points would have resulted in market value changes of $13.0$58 million.
Market Risk and Market Interest Risk
We deposit our cash with multiple financial institutions.
In March 2013, we issued at par value $1.15 billion of 0.25% convertible senior notes (“Notes”) due in April 2018. Holders of the Notes may convert the Notes priorDebt
We maintain debt obligations that are subject to maturity upon the occurrence of certain circumstances. Upon conversion, we would pay the holder an amount of cash equal to the principal amounts of the Notes. The amounts in excess of the principal amounts, if any, may be paid in cash or stock at our option. Concurrent with the issuance of the Notes, we entered into separate note hedging transactions and the sale of warrants. These separate transactions were completed to reduce the potential economic dilution from the conversion of the Notes.market interest risk, as follows (in millions):
InstrumentMaturity DatePrincipal Outstanding as of January 31, 2023Interest TermsContractual Interest Rate
2023 Senior NotesApril 2023$1,000 Fixed3.25%
Loan assumed on 50 FremontJune 2023182 Fixed3.75
2024 Senior NotesJuly 20241,000 Fixed0.625
Credit FacilityDecember 2025FloatingN/A
2028 Senior NotesApril 20281,500 Fixed3.70
2028 Senior Sustainability NotesJuly 20281,000 Fixed1.50
2031 Senior NotesJuly 20311,500 Fixed1.95
2041 Senior NotesJuly 20411,250 Fixed2.70
2051 Senior NotesJuly 20512,000 Fixed2.90
2061 Senior NotesJuly 20611,250 Fixed3.05
The Notes have a fixed annual interest rate of 0.25% and therefore, we do not have economic interest rate exposure on the Notes. However, the value of the Notes is exposed to interest rate risk. Generally, the fair value ofborrowings under our fixed interest rate Notes will increase as interest rates fall and decrease as interest rates rise. In addition, the fair value of our Notes is affected by our stock price. The principal balance of our Notes was $1.03 billion as of January 31, 2018. The total estimated fair value of our Notes at January 31, 2018 was $1.8 billion. The fair value was determined based on the closing trading price per $100 of the Notes as of the last day of trading for the fourth quarter of fiscal 2018, which was $170.95.
In July 2016, we amended our credit agreement (“Revolving Loan Credit Agreement”) to provide for a $1.0 billion unsecured revolving credit facility (“Credit Facility”) that matures in July 2021.
The Borrowings under the Credit Facility bear interest, at our option, at a base rate plus a spread of 0.00% to 0.75%0.125% or an adjusted LIBORbenchmark rate plus a spread of 1.00%0.50% to 1.75%1.125%, in each case with such spread being determined based on our consolidated leverage ratio for the preceding four fiscal quarter period. Regardless of what amounts, if any, are outstanding under the revolving credit facility, werating. We are also obligated to pay an ongoing commitment fee on undrawn amounts at a rate of 0.125% to 0.25%, with such rate being based on our consolidated leverage ratio for the preceding four fiscal quarter period, payable in arrears quarterly.amounts. As of January 31, 20182023, there was no outstanding borrowing amount under the Credit Facility.
In February 2015, we assumed a $200.0 million loan with the acquisition of 50 Fremont (“Loan”). The Loan bears an interest rate of 3.75% per annum and is due in June 2023. For the remainder of fiscal 2018, the Loan requires interest only payments. Beginning in fiscal 2019, principal and interest payments are required, with the remaining principal due at maturity. The Loan can be prepaid at any time subject to a yield maintenance fee. The agreement governing the Loan contains certain customary affirmative and negative covenants that we were in compliance with as of January 31, 2018.
In July 2016, we entered into a $500.0 million term loan (“Term Loan”) which matures in July 2019 and bears interest at our option, at either a base rate plus a spread of 0.00% to 0.75% or an adjusted LIBOR rate plus a spread of 1.00% to 1.75%, in each case with such spread being determined based on the Company’s consolidated leverage ratio for the preceding four fiscal quarter period. We entered into the Term Loan for purposes of partially funding the acquisition of Demandware. Interest is due and payable in arrears quarterly for loans bearing interest at a rate based on the base rate and at the end of an interest period in the case of loans bearing interest at the adjusted LIBOR rate.
By entering into the Term Loan, we have assumed risks associated with variable interest rates based upon a variable base rate or LIBOR. The weighted average interest rate on the Term Loan was 2.2% as of January 31, 2018. Changes in the overall level of interest rates affect the interest expense that we recognize in our statements of operations.
The bank counterparties to our derivative contracts potentially expose us to credit-related losses in the event of their nonperformance. To mitigate that risk, we only contract with counterparties who meet the minimum requirements under our counterparty risk assessment process. We monitor ratings, credit spreads and potential downgrades on at least a quarterly basis. Based on our on-goingongoing assessment of counterparty risk, we adjust our exposure to various counterparties. We generally enter into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. However, we do not have any master netting arrangements in place with collateral features.
We have an investment portfolio that includes strategic investments in public and privately held companies, which range from early-stage companies to more mature companies with established revenue streams and business models. Strategic Investments
As of January 31, 2018,2023, our strategic investment portfolio consistsconsisted of investments in over 200400 companies with a combined carrying value of $4.7 billion, including two privately held companiesinvestments with carrying values that were individually greater than five percent of the total strategic investments portfolio and two public companies, primarily comprisedrepresented sixteen percent of independent software vendors and system integrators. Ourthe portfolio in aggregate.
The following table sets forth additional information regarding active equity investments in these companies range from $0.2 million to over $90.0 million, with 16 investments individually equal to or in excess of approximately $10.0 millionwithin our strategic investment portfolio as of January 31, 2018.

2023 and excludes exited investments (in millions):
Investment TypeCapital InvestedUnrealized Gains (Cumulative)Unrealized Losses (Cumulative)Carrying Value as of January 31, 2023
Publicly held equity securities$$$(1)$
Privately held equity securities3,611 1,310 (321)4,600 
Total equity securities$3,613 $1,312 $(322)$4,603 
We investanticipate additional volatility to our consolidated statements of operations due to changes in early-to-late stage enterprise cloud companiesmarket prices, observable price changes and impairments to our investments. These changes could be material based on market conditions and events. While historically our strategic investment portfolio has had a positive impact on our financial results, that may not be true for future periods, particularly in periods of significant market fluctuations that affect our equity securities within our strategic reasonsinvestments portfolio. Volatility in the global market conditions, including recent economic disruptions, inflation and to support key business initiatives to growongoing volatility in the public equity markets, may impact our ecosystem of partnersstrategic investment portfolio and accelerate the adoption of cloud technologies. We invest in both domesticour financial results may fluctuate from historical results and international companies and currently holdexpectations.
Our investments in allprivately held securities are in various classes of equity which may have different rights and
53

preferences. The particular securities we hold, and their rights and preferences relative to those of other securities within the capital structure, may impact the magnitude by which our investment value moves in relation to movement of the total enterprise value of the company. As a result, our investment value in a specific company may move by more or less than any change in value of that overall company. An immediate decrease of ten percent in the enterprise values of our regions: the Americas, Europe, and Asia Pacific. We plan to continue to invest in these typeslargest privately held equity securities, representing 37 percent of our total strategic investments includingas of January 31, 2023, could result in companies representing targeted geographies and targeted business and technological initiatives, as opportunities arise that we find attractive
The primary purposea $115 million reduction in the value of our investment portfolio. Fluctuations in the value of our privately held equity investments are only recorded when there is to create an ecosystemobservable transaction for a same or similar investment of enterprise cloud companies, accelerate the growthsame issuer or in the event of technology startups and system integrators and create the next generation of mobile applications and connected products. Therefore, weimpairment.
We continually evaluate our investments in privately held and publicly traded companies. In certain cases, our ability to sell these investments may be impacted by contractual obligations to hold the securities for a set period of time after a public offering. Currently, one of our publicly held investments is subject to such a contractual obligation, which expires in
In addition, the first quarter of fiscal 2019.
Our strategic investments in privately held companies are primarily in preferred stock of the respective investees and therefore provide us with liquidation preferences in the event there are certain liquidation events. When our ownership interests are less than 20 percent and we do not have the ability to exert significant influence, we account for investments in non-marketable debt at their estimated fair value and equity securities of the privately held companies using the cost method of accounting. Otherwise, we account for the investments using the equity method of accounting.
As of January 31, 2018 and January 31, 2017, the carrying value of our investments in privately held companies was $652.8 million and $526.0 million, respectively. The estimated fair value of our investments in privately held companies was $912.0 million and $758.3 million as of January 31, 2018 and January 31, 2017, respectively. The financial success of our investment in any company is typically dependent on a liquidity event, such as a public offering, acquisition or other favorable market event reflecting appreciation to the cost of our initial investment. If we determine that any of our investments in such companies have experienced a decline in fair value, we may be required to record an impairment that is other-than-temporary, which could be material. We have in the past recorded other than temporary impairments or written off the full value of specific investments. Similar situations could occur in the future and negatively impact our financial results. All of our investments, particularly those in privately held companies, are therefore subject to a risk of partial or total loss of investmentinvested capital.

54
ITEM 8.CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


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.



55


Report of Independent Registered Public Accounting Firm
The
To the Stockholders and Board of Directors and Stockholders of salesforce.com, inc.Salesforce, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of salesforce.com, inc.Salesforce, Inc. (the Company) as of January 31, 20182023 and 2017, and2022, the related consolidated statements of operations, comprehensive income, (loss), stockholders' equity and cash flows for each of the three years in the period ended January 31, 2018,2023, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (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, 20182023 and 2017,2022, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2018,2023, 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, 2018,2023, 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 9, 20188, 2023 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.

56

/s/ Ernst & Young LLPRevenue 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 20022002.


Redwood City,San Francisco, California
March 9, 20188, 2023

57

Report of Independent Registered Public Accounting Firm


TheTo the Stockholders and Board of Directors and Stockholders of salesforce.com, inc.Salesforce, Inc.

Opinion on Internal Control Overover Financial Reporting

We have audited salesforce.com, inc.Salesforce, Inc.’s (the Company’s) internal control over financial reporting as of January 31, 20182023, based on criteria established in Internal Control-IntegratedControl – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, salesforce.com, inc. (the Company)the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2018,2023, 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, 20182023 and 2017,2022, and the related consolidated statements of operations, comprehensive income, (loss), stockholders'stockholders’ equity and cash flows for each of the three years in the period ended January 31, 2018,2023, and the related notes, and financial statement schedule listed in the Index at Item 15(a)2, and our report dated March 9, 20188, 2023 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 Overover 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 8, 2023
58
/s/ Ernst & Young LLP

Redwood City, California
March 9, 2018


salesforce.com, inc.Salesforce, Inc.
Consolidated Balance Sheets
(in thousands)millions)
January 31, 2023January 31, 2022
Assets
Current assets:
Cash and cash equivalents$7,016 $5,464 
Marketable securities5,492 5,073 
Accounts receivable, net10,755 9,739 
Costs capitalized to obtain revenue contracts, net1,776 1,454 
Prepaid expenses and other current assets1,356 1,120 
Total current assets26,395 22,850 
Property and equipment, net3,702 2,815 
Operating lease right-of-use assets, net2,890 2,880 
Noncurrent costs capitalized to obtain revenue contracts, net2,697 2,342 
Strategic investments4,672 4,784 
Goodwill48,568 47,937 
Intangible assets acquired through business combinations, net7,125 8,978 
Deferred tax assets and other assets, net2,800 2,623 
Total assets$98,849 $95,209 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable, accrued expenses and other liabilities$6,743 $5,470 
Operating lease liabilities, current590 686 
Unearned revenue17,376 15,628 
Debt, current1,182 
Total current liabilities25,891 21,788 
Noncurrent debt9,419 10,592 
Noncurrent operating lease liabilities2,897 2,703 
Other noncurrent liabilities2,283 1,995 
Total liabilities40,490 37,078 
Commitments and contingencies (See Notes 6 and 14)
Stockholders’ equity:
Preferred stock, $0.001 par value; 5 shares authorized and none issued and outstanding
Common stock, $0.001 par value; 1,600 shares authorized, 1,009 and 989 issued and outstanding at January 31, 2023 and 2022, respectively
Treasury stock, at cost(4,000)
Additional paid-in capital55,047 50,919 
Accumulated other comprehensive loss(274)(166)
Retained earnings7,585 7,377 
Total stockholders’ equity58,359 58,131 
Total liabilities and stockholders’ equity$98,849 $95,209 
 January 31,
2018
 January 31,
2017
Assets   
Current assets:   
Cash and cash equivalents$2,543,484
 $1,606,549
Marketable securities1,978,221
 602,338
Accounts receivable, net of allowance for doubtful accounts of $20,963 and $12,039 at January 31, 2018 and 2017, respectively3,917,401
 3,196,643
Deferred commissions460,887
 311,770
Prepaid expenses and other current assets390,378
 279,527
Total current assets9,290,371
 5,996,827
Property and equipment, net1,946,527
 1,787,534
Deferred commissions, noncurrent413,375
 227,849
Capitalized software, net146,065
 141,671
Strategic investments677,283
 566,953
Goodwill7,314,096
 7,263,846
Intangible assets acquired through business combinations, net826,445
 1,113,374
Other assets, net395,640
 486,869
Total assets$21,009,802
 $17,584,923
Liabilities, temporary equity and stockholders’ equity   
Current liabilities:   
Accounts payable, accrued expenses and other liabilities$2,010,096
 $1,752,664
Deferred revenue7,094,705
 5,542,802
Current portion of debt1,024,717
 0
Total current liabilities10,129,518
 7,295,466
Non-current debt694,781
 2,008,391
Other noncurrent liabilities793,140
 780,939
Total liabilities11,617,439
 10,084,796
Commitments and contingencies (See Notes 13 and 15)
 
Temporary equity:   
Convertible 0.25% senior notes due April 20183,867
 0
Stockholders’ equity:   
Preferred stock, $0.001 par value; 5,000 shares authorized and none issued and outstanding0
 0
Common stock, $0.001 par value; 1,600,000 shares authorized, 729,853 and 707,460 issued and outstanding at January 31, 2018 and 2017, respectively730
 708
Additional paid-in capital9,752,340
 8,040,170
Accumulated other comprehensive loss(27,142) (75,841)
Accumulated deficit(337,432) (464,910)
Total stockholders’ equity9,388,496
 7,500,127
Total liabilities, temporary equity and stockholders’ equity$21,009,802
 $17,584,923











See accompanying Notes.

59
salesforce.com, inc.

Salesforce, Inc.
Consolidated Statements of Operations
(in thousands,millions, except per share data)

Fiscal Year Ended January 31,
44Fiscal Year Ended January 31,
2018 2017 2016 202320222021
Revenues:     Revenues:
Subscription and support$9,710,538
 $7,756,205
 $6,205,599
Subscription and support$29,021 $24,657 $19,976 
Professional services and other769,474
 635,779
 461,617
Professional services and other2,331 1,835 1,276 
Total revenues10,480,012
 8,391,984
 6,667,216
Total revenues31,352 26,492 21,252 
Cost of revenues (1)(2):     Cost of revenues (1)(2):
Subscription and support2,033,457
 1,617,315
 1,241,692
Subscription and support5,821 5,059 4,154 
Professional services and other740,065
 616,724
 412,856
Professional services and other2,539 1,967 1,284 
Total cost of revenues2,773,522
 2,234,039
 1,654,548
Total cost of revenues8,360 7,026 5,438 
Gross profit7,706,490
 6,157,945
 5,012,668
Gross profit22,992 19,466 15,814 
Operating expenses (1)(2):     Operating expenses (1)(2):
Research and development1,553,073
 1,208,127
 946,300
Research and development5,055 4,465 3,598 
Marketing and sales4,829,291
 3,918,027
 3,239,824
Marketing and sales13,526 11,855 9,674 
General and administrative1,088,358
 967,563
 748,238
General and administrative2,553 2,598 2,087 
Operating lease termination resulting from purchase of 50 Fremont0
 0
 (36,617)
Restructuring (Note 10)Restructuring (Note 10)828 
Total operating expenses7,470,722
 6,093,717
 4,897,745
Total operating expenses21,962 18,918 15,359 
Income from operations235,768
 64,228
 114,923
Income from operations1,030 548 455 
Investment income35,848
 27,374
 15,341
Interest expense(86,943) (88,988) (72,485)
Other income (expense) (1)17,435
 9,072
 (15,292)
Gain on sales of land and building improvements0
 0
 21,792
Gains from acquisitions of strategic investments0
 13,697
 0
Gains (losses) on strategic investments, netGains (losses) on strategic investments, net(239)1,211 2,170 
Other expenseOther expense(131)(227)(64)
Income before benefit from (provision for) income taxes202,108
 25,383
 64,279
Income before benefit from (provision for) income taxes660 1,532 2,561 
Benefit from (provision for) income taxes(74,630) 154,249
 (111,705)
Net income (loss)$127,478
 $179,632
 $(47,426)
Basic net income (loss) per share$0.18
 $0.26
 $(0.07)
Diluted net income (loss) per share$0.17
 $0.26
 $(0.07)
Shares used in computing basic net income (loss) per share714,919
 687,797
 661,647
Shares used in computing diluted net income (loss) per share734,598
 700,217
 661,647
Benefit from (provision for) income taxes (3)Benefit from (provision for) income taxes (3)(452)(88)1,511 
Net incomeNet income$208 $1,444 $4,072 
Basic net income per shareBasic net income per share$0.21 $1.51 $4.48 
Diluted net income per shareDiluted net income per share$0.21 $1.48 $4.38 
Shares used in computing basic net income per shareShares used in computing basic net income per share992 955 908 
Shares used in computing diluted net income per shareShares used in computing diluted net income per share997 974 930 
_______________
(1) Amounts include amortization of purchased intangibles fromintangible assets acquired through business combinations, as follows:
Fiscal Year Ended January 31,
202320222021
Cost of revenues$1,035 $897 $662 
Marketing and sales916 727 459 
 Fiscal Year Ended January 31,
 2018 2017 2016
Cost of revenues$165,545
 $127,676
 $80,918
Marketing and sales121,340
 97,601
 77,152
Other income (expense)1,433
 2,491
 3,636
(2) Amounts include stock-based compensation expense, as follows:
 Fiscal Year Ended January 31,
 202320222021
Cost of revenues$499 $386 $241 
Research and development1,136 918 703 
Marketing and sales1,256 1,104 941 
General and administrative368 371 305 
Restructuring20 
 Fiscal Year Ended January 31,
 2018 2017 2016
Cost of revenues$129,954
 $107,457
 $69,443
Research and development259,838
 187,487
 129,434
Marketing and sales468,553
 388,937
 289,152
General and administrative138,668
 136,486
 105,599
(3) During fiscal 2021, the Company recorded approximately $2.0 billion of a one-time benefit from a discrete tax item related to the recognition of deferred tax assets resulting from an intra-entity transfer of intangible property.





See accompanying Notes.

60
salesforce.com, inc.

Table of Contents
Salesforce, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(in thousands)millions)

 Fiscal Year Ended January 31,
 2018 2017 2016
Net income (loss)$127,478
 $179,632
 $(47,426)
Other comprehensive income (loss), before tax and net of reclassification adjustments:     
Foreign currency translation and other gains (losses)52,072
 (43,070) (16,616)
Unrealized gains (losses) on marketable securities and strategic investments(4,497) 14,500
 (9,193)
Other comprehensive income (loss), before tax47,575
 (28,570) (25,809)
Tax effect1,124
 2,646
 0
Other comprehensive income (loss), net of tax48,699
 (25,924) (25,809)
Comprehensive income (loss)$176,177
 $153,708
 $(73,235)
4Fiscal Year Ended January 31,
202320222021
Net income$208 $1,444 $4,072 
Other comprehensive income (loss), net of reclassification adjustments:
Foreign currency translation and other gains (losses)(35)(55)40 
Unrealized gains (losses) on marketable securities and privately held debt securities(94)(83)15 
Other comprehensive income (loss), before tax(129)(138)55 
Tax effect21 14 (4)
Other comprehensive income (loss), net(108)(124)51 
Comprehensive income$100 $1,320 $4,123 































































See accompanying Notes.

61
salesforce.com, inc.

Table of Contents
Salesforce, Inc.
Consolidated Statements of Stockholders’ Equity
(in thousands)millions)
 Common StockTreasury StockAdditional
Paid-in
Capital
Accumulated Other Comprehensive LossRetained EarningsTotal
Stockholders’
Equity
 SharesAmountSharesAmount
Balance at January 31, 2020893 $$$32,116 $(93)$1,861 $33,885 
Common stock issued26 1,295 1,295 
Stock-based compensation expense2,190 2,190 
Other comprehensive income, net of tax51 51 
Net income4,072 4,072 
Balance at January 31, 2021919 35,601 (42)5,933 41,493 
Common stock issued24 1,270 1,270 
Shares issued related to business combinations46 11,269 11,269 
Stock-based compensation expense2,779 2,779 
Other comprehensive loss, net of tax(124)(124)
Net income1,444 1,444 
Balance at January 31, 2022989 50,919 (166)7,377 58,131 
Common stock issued20 849 849 
Common stock repurchased(28)(4,000)(4,000)
Stock-based compensation expense3,279 3,279 
Other comprehensive loss, net of tax(108)(108)
Net income208 208 
Balance at January 31, 20231,009 $(28)$(4,000)$55,047 $(274)$7,585 $58,359 
 Common Stock 
Additional
Paid-in
Capital
 Accumulated Other Comprehensive Loss 
Accumulated
Deficit
 
Total
Stockholders’
Equity
 Shares Amount 
Balance at January 31, 2015650,596
 $651
 $4,604,485
 $(24,108) $(605,845) $3,975,183
Exercise of stock options and stock grants to board members for board services8,278
 8
 296,493
 0
 0
 296,501
Vested restricted stock units converted to shares8,933
 9
 0
 0
 0
 9
Shares issued related to business combinations, net117
 0
 0
 0
 0
 0
Shares issued under employee stock plans3,005
 3
 154,957
 0
 0
 154,960
Tax benefits from employee stock plans0
 0
 59,496
 0
 0
 59,496
Stock-based expenses0
 0
 589,955
 0
 0
 589,955
Other comprehensive loss, net of tax0
 0
 0
 (25,809) 0
 (25,809)
Net loss0
 0
 0
 0
 (47,426) (47,426)
Balance at January 31, 2016670,929
 $671
 $5,705,386
 $(49,917) $(653,271) $5,002,869
Exercise of stock options and stock grants to board members for board services5,555
 6
 200,760
 0
 0
 200,766
Vested restricted stock units converted to shares8,098
 8
 0
 0
 0
 8
Shares issued related to business combinations, net19,697
 20
 1,192,170
 0
 0
 1,192,190
Shares issued under employee stock plans3,181
 3
 126,147
 0
 0
 126,150
Stock-based expenses0
 0
 815,707
 0
 0
 815,707
Other comprehensive loss, net of tax0
 0
 0
 (25,924) 0
 (25,924)
Excess tax benefits cumulative-effect adjustment0
 0
 0
 0
 8,729
 8,729
Net income0
 0
 0
 0
 179,632
 179,632
Balance at January 31, 2017707,460
 $708
 $8,040,170
 $(75,841) $(464,910) $7,500,127
Exercise of stock options and stock grants to board members for board services8,389
 8
 389,819
 0
 0
 389,827
Vested restricted stock units converted to shares9,527
 10
 0
 0
 0
 10
Shares issued related to business combinations, net333
 0
 12,145
 0
 0
 12,145
Shares issued under employee stock plans4,144
 4
 319,683
 0
 0
 319,687
Temporary equity reclassification related to 0.25% convertible notes0
 0
 (3,867) 0
 0
 (3,867)
Settlement of 0.25% convertible notes0
 0
 (346) 0
 0
 (346)
Stock-based expenses0
 0
 994,736
 0
 0
 994,736
Other comprehensive income, net of tax0
 0
 0
 48,699
 0
 48,699
Net income0
 0
 0
 0
 127,478
 127,478
Balance at January 31, 2018729,853
 $730
 $9,752,340
 $(27,142) $(337,432) $9,388,496















































See accompanying Notes.

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Salesforce, Inc.
Consolidated Statements of Cash Flows
(in thousands)millions)

 Fiscal Year Ended January 31,
 2018 2017 2016
Operating activities:     
Net income (loss)$127,478
 $179,632
 $(47,426)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:     
Depreciation and amortization752,600
 632,245
 525,750
Amortization of debt discount and issuance costs31,267
 30,541
 27,467
Gain on sales of land and building improvements0
 0
 (21,792)
Gains from acquisitions of strategic investments0
 (13,697) 0
50 Fremont lease termination0
 0
 (36,617)
Amortization of deferred commissions464,662
 371,541
 319,074
Expenses related to employee stock plans997,013
 820,367
 593,628
Changes in assets and liabilities, net of business combinations:     
Accounts receivable, net(720,019) (628,477) (582,425)
Deferred commissions(799,305) (462,030) (380,022)
Prepaid expenses and other current assets and other assets24,140
 (28,850) 50,772
Accounts payable, accrued expenses and other liabilities308,225
 49,953
 253,986
Deferred revenue1,551,904
 1,210,973
 969,686
Net cash provided by operating activities2,737,965
 2,162,198
 1,672,081
Investing activities:     
Business combinations, net of cash acquired(25,391) (3,192,739) (58,680)
Proceeds from land and building improvements held for sale0
 0
 127,066
Purchase of 50 Fremont land and building0
 0
 (425,376)
Deposit for purchase of 50 Fremont land and building0
 0
 115,015
Non-refundable amounts received for sale of land available for sale0
 0
 6,284
Purchases of strategic investments(216,438) (110,329) (386,219)
Sales of strategic investments130,732
 80,342
 19,700
Purchases of marketable securities(2,003,115) (1,070,412) (1,139,267)
Sales of marketable securities558,614
 2,005,301
 500,264
Maturities of marketable securities79,123
 67,454
 37,811
Capital expenditures(534,027) (463,958) (284,476)
Net cash used in investing activities(2,010,502) (2,684,341) (1,487,878)
Financing activities:     
Proceeds from term loan, net0
 495,550
 0
Proceeds from employee stock plans650,300
 401,481
 455,482
Principal payments on capital lease obligations(105,896) (98,157) (82,330)
Payments on revolving credit facility(200,000) (550,000) (300,000)
Proceeds from revolving credit facility0
 748,824
 0
Payments on convertible 0.25% senior notes(123,179) 0
 0
Net cash provided by financing activities221,225
 997,698
 73,152
Effect of exchange rate changes(11,753) (27,369) (7,109)
Net increase in cash and cash equivalents936,935
 448,186
 250,246
Cash and cash equivalents, beginning of period1,606,549
 1,158,363
 908,117
Cash and cash equivalents, end of period$2,543,484
 $1,606,549
 $1,158,363
4Fiscal Year Ended January 31,
202320222021
Operating activities:
Net income$208 $1,444 $4,072 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization (1)3,786 3,298 2,846 
Amortization of costs capitalized to obtain revenue contracts, net1,668 1,348 1,058 
Stock-based compensation expense3,279 2,779 2,190 
(Gains) losses on strategic investments, net239 (1,211)(2,170)
Tax benefit from intra-entity transfer of intangible property(2,003)
Changes in assets and liabilities, net of business combinations:
Accounts receivable, net(995)(1,824)(1,556)
Costs capitalized to obtain revenue contracts, net(2,345)(2,283)(1,645)
Prepaid expenses and other current assets and other assets(302)114 (133)
Accounts payable and accrued expenses and other liabilities528 507 1100
Operating lease liabilities(699)(801)(830)
Unearned revenue1,744 2,629 1,872 
Net cash provided by operating activities7,111 6,000 4,801 
Investing activities:
Business combinations, net of cash acquired(439)(14,876)(1,281)
Purchases of strategic investments(550)(1,718)(1,069)
Sales of strategic investments355 2,201 1,051 
Purchases of marketable securities(4,777)(5,674)(4,833)
Sales of marketable securities1,771 4,179 1,836 
Maturities of marketable securities2,449 2,069 1,035 
Capital expenditures(798)(717)(710)
Net cash used in investing activities(1,989)(14,536)(3,971)
Financing activities:
Proceeds from issuance of debt, net of issuance costs7,906 (20)
Repayments of Slack Convertible Notes, net of capped call proceeds(1,197)
Repurchases of common stock(4,000)
Proceeds from employee stock plans861 1,289 1,321 
Principal payments on financing obligations(419)(156)(103)
Repayments of debt(4)(4)(4)
Net cash provided by (used in) financing activities(3,562)7,838 1,194 
Effect of exchange rate changes(8)(33)26 
Net increase (decrease) in cash and cash equivalents1,552 (731)2,050 
Cash and cash equivalents, beginning of period5,464 6,195 4,145 
Cash and cash equivalents, end of period$7,016 $5,464 $6,195 

(1)    Includes amortization of intangible assets acquired through business combinations, depreciation of fixed assets and amortization of right of use assets.


See accompanying Notes.

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salesforce.com, inc.Salesforce, Inc.
Consolidated Statements of Cash Flows
Supplemental Cash Flow Disclosure
(in thousands)millions)
 Fiscal Year Ended January 31,
 202320222021
Supplemental cash flow disclosure:
Cash paid during the period for:
Interest$275 $187 $96 
Income taxes, net of tax refunds$510 $196 $216 
Non-cash investing and financing activities:
Fair value of equity awards assumed$$205 $
Fair value of common stock issued as consideration for business combinations$$11,064 $
 Fiscal Year Ended January 31,
 2018 2017 2016
Supplemental cash flow disclosure:     
Cash paid during the period for:     
Interest$40,340
 $54,999
 $37,954
Income taxes, net of tax refunds$53,234
 $36,388
 $31,462
Non-cash investing and financing activities:     
Fixed assets acquired under capital leases$4,038
 $585
 $12,948
Building - leased facility acquired under financing obligation$0
 $0
 $77,057
Fair value of loan assumed on 50 Fremont$0
 $0
 $198,751
Fair value of equity awards assumed$0
 $103,267
 $0
Fair value of common stock issued as consideration for business combinations$12,145
 $1,088,917
 $0
Increase (decrease) to non-cash equity liability$(68,355) $68,355
 $0













































































See accompanying Notes.

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Salesforce, Inc.
Notes to Consolidated Financial Statements
1. Summary of Business and Significant Accounting Policies
Description of Business
Salesforce.com, inc.Salesforce, Inc. (the "Company"“Company”) is a leading provider of enterprise software, delivered through the cloud, with a focus onglobal leader in customer relationship management or CRM. Thetechnology that brings companies and customers together. With the Customer 360 platform, the Company introduceddelivers a single source of truth, connecting customer data across systems, apps and devices to help companies sell, service, market and conduct commerce from anywhere. Since its first CRM solutionfounding in 2000, and1999, Salesforce has since expanded its service offerings into new areas and industries with new editions, features and platform capabilities.
The Company's core mission is to empower its customers to connect with their customerspioneered innovations in entirely new ways through cloud, mobile, social, Internet of Things (“IoT”)analytics and artificial intelligence, technologies.
The Company's Customer Success Platform is a comprehensive portfolioenabling companies of service offerings providing sales force automation, customer serviceevery size and support, marketing automation, digital commerce, community management, industry-specific solutions, analytics, application development, IoT integration, collaborative productivity tools, an enterprise cloud marketplace whichindustry to transform their businesses in the all-digital, work-from-anywhere era. In March 2022, the Company referschanged its corporate name from salesforce.com, inc. to as the AppExchange, and its professional cloud services.Salesforce, Inc.
Fiscal Year
The Company’s fiscal year ends on January 31. References to fiscal 2018,2023, for example, refer to the fiscal year endingended January 31, 2018.2023.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP")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 best estimate of selling price of the deliverables included in multiple deliverable revenue arrangements;
the fair value of assets acquired and liabilities assumed for business combinations;
the standalone selling price (“SSP”) of performance obligations for revenue contracts with multiple performance obligations;
the valuation of privately-held strategic investments, including impairments;
the recognition, measurement and valuation of current and deferred income taxes;taxes and uncertain tax positions;
the average period of benefit associated with costs capitalized to obtain revenue contracts;
the useful lives of intangible assets; and
the fair value of certain stock awards issued;
the useful lives of intangible assets, property and equipment and building and structural components; and
the valuation of strategic investments and the determination of other-than-temporary impairments.issued.
Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments about the carrying values of assets and liabilities.
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 who is the chief executive officer,(“CODM”), in deciding how to allocate resources and assessingassess performance. Over the past few years, the Company has completed a number of acquisitions. These 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 the majoritymost of the Company's service offerings operate on a single platformthe Customer 360 Platform and are deployed in ana nearly identical way,manner, andthe Company’s chief operating decision makerCODM evaluates the Company’s financial information and resources, and assesses the performance of these resources, on a consolidated basis. Since
In January 2023, former co-CEO and Vice Chair of the Company’s Board of Directors, Bret Taylor, resigned his positions from the Company. Prior to his resignation, Mr. Taylor was identified as a co-CODM along with Marc Benioff, CEO and Chair of the Board. Upon Mr. Taylor’s resignation, Mr. Benioff assumed all Mr. Taylor’s responsibilities and, as of January, 31 2023, is the primary executive that evaluates the operating results of the Company operates in one operatingto assess performance and allocate resources. Accordingly, the Company determined that the chief executive officer also serves as the CODM for the purposes of segment all required financial segment information can be foundreporting. Despite the change in the consolidatedchief operating decision maker, the Company determined no change to
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segment reporting was necessary as there was no change in the components of the Company for which separate financial statements.information is regularly evaluated.
Concentrations of Credit Risk, and 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. In addition, in connection withThe Company’s investment portfolio consists primarily of investment-grade securities, and per the Company's Convertible 0.25% Senior Notes (as defined in Note 8 "Debt"), which were issued in March 2013,Company’s policy, limits the Company entered into convertible note

hedge transactions with respect to its common stock, which are exposed to concentrationsamount of credit risk. Collateral isexposure to any one issuer. The Company monitors and manages the overall exposure of its cash balances to individual financial institutions on an ongoing basis. The Company does not requiredrequire collateral for accounts receivable or the note hedge transactions.receivable. The Company maintains an allowance for its doubtful accounts receivable.receivable due to estimated credit losses. This allowance is based upon historical loss patterns, the number of days that billings are past due, and an evaluation of the potential risk of loss associated with delinquent accounts.accounts and current market conditions and 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-offwritten off and charged against itsthe recorded allowance when the Company has exhausted collection efforts without success.
No single customer accounted for more than five percent of accounts receivable at January 31, 20182023 and January 31, 2017.2022. No single customer accounted for five percent or more of total revenue during fiscal 2018, 20172023, 2022 and 2016.
Geographic Locations
2021. As of January 31, 20182023 and 2017,January 31, 2022, assets located outside the Americas were 1615 percent and 1213 percent of total assets, respectively. As of January 31, 20182023 and 2017,January 31, 2022, assets located in the United States were 83 percent and 86 percent of total assets, respectively.
Revenues by geographical region areThe Company is also exposed to concentrations of risk in its strategic investment portfolio, including within specific industries, as follows (in thousands):
 Fiscal Year Ended January 31,
 2018 2017 2016
Americas$7,579,116
 $6,224,971
 $4,910,745
Europe1,903,524
 1,373,547
 1,162,808
Asia Pacific997,372
 793,466
 593,663
 $10,480,012
 $8,391,984
 $6,667,216
Revenues by geography are determined based on the regionCompany primarily invests in enterprise cloud companies, technology startups and system integrators. As of January 31, 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 Salesforce contracting entity, which may be differentportfolio in aggregate. As of January 31, 2022, the Company held two investments, both privately held, with carrying values that were individually greater than the regionfive percent of its strategic investment portfolio and represented 21 percent of the customer. Americas revenue attributed to the United States was approximately 96 percent, 96 percent and 95 percent during fiscal 2018, 2017 and 2016, respectively. No other country represented more than ten percent of total revenue during the fiscal 2018, 2017 and 2016.portfolio in aggregate.
Revenue Recognition
The Company derives its revenues from two sources: (1) subscription and support revenues which are comprised ofand 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 and perpetual licenses and support revenues from customers paying for additionalthe sales of support and updates beyond the standard support that is included in the basic subscription fees;fees or related to the sales of software licenses. Professional services and (2) relatedother revenues include professional and advisory services such asfor process mapping, project management and implementation services and other revenue. Othertraining 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 consists primarily of training fees.recognized will not occur.
The Company commencesdetermines 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 following conditions are satisfied:
there is persuasive evidence of an arrangement;
the service has been or is being provided to the customer;
the collection of the fees is reasonably assured; and
the amount of fees to be paid by the customer is fixed or determinable.
The Company’s subscription service arrangements are non-cancelable and do not contain refund-type provisions.
Subscription and Support Revenues
Subscription and support revenues also include revenues associated with term and perpetual software licenses that provide the customer with a right to use the software as it exists when made available. Revenues from term and perpetual
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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 beginning on the commencement dateprovide that customers pay within 30 days of each contract, which is the date the Company’s service is made available to customers.
invoice. Amounts that have been invoiced are recorded in accounts receivable and in deferredunearned revenue or revenue, depending on whether the revenue recognition criteria have been met.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 feeprice or subscription basis. These revenues are recognized as the services are rendered for time and materials contracts, when the milestones are achieved and accepted by the customer or on a proportional performance basis for fixed price contracts andor ratably over the contract term for subscription professional services contracts. The milestone method for revenue recognition is used when there is substantive uncertainty at the date the contract is entered into whether the milestone will be achieved. TrainingOther revenues areconsist primarily of training revenues recognized as thesuch services are performed.

Significant Judgments - Contracts with Multiple Deliverable ArrangementsPerformance Obligations
The Company enters into arrangementscontracts with its customers that may include promises to transfer multiple deliverables that generally include multiple subscriptions, premiumperformance obligations such as Cloud Services, software licenses, support and updates and professional services. If the deliverables have standalone value atA performance obligation is a promise in a contract inception, the Company accountswith 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 each deliverable separately. Subscriptionseparately or combined as one unit of accounting may require significant judgment.
Cloud Services, software licenses and support and updates services have standalone value asare generally concluded to be distinct because such servicesofferings are often sold separately. In determining whether professional services have standalone value,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 service start date and the contractual dependence of the subscription service on the customer’s satisfaction with the professional services work. To date, the Company has concluded that all of the professional services included in contracts with multiple deliverable arrangements executed have standalone value.performance obligations are distinct.
Multiple deliverables included in an arrangement are separated into different units of accounting andThe Company allocates the arrangement consideration is allocatedtransaction price to the identified separate units basedeach performance obligation on a relative sellingSSP basis. The SSP is the price hierarchy. The Company determines the relative selling price for a deliverable based on its vendor-specific objective evidence of selling price (“VSOE”), if available, or its best estimate of selling price (“BESP”), if VSOE is not available. The Company has determined that third-party evidence of selling price (“TPE”) is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. The amount of revenue allocated to delivered items is limited by contingent revenue, if any.
For certain professional services,at which the Company has established VSOE aswould sell a consistent number of standalone sales of these deliverables have been priced withinpromised product or service separately to a reasonably narrow range. The Company has not established VSOE for its subscription services due to lack of pricing consistency, the introduction of new services and other factors. Accordingly, the Company uses its BESPcustomer. Judgment is required to determine the relative selling priceSSP for its subscription services.each distinct performance obligation.
The Company determines BESPSSP 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, itsthe Company's go-to-market strategy, historical standaloneand current sales and contract prices. The determination of BESP is made through consultation with and approval byIn instances where the Company’s management, taking into considerationCompany does not sell or price a product or service separately, the go-to-market strategy.Company determines SSP using information that may include market conditions or other observable inputs. 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 relative sellingcomparable 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 including both VSOEis highly variable. The Company typically has more than one SSP for individual products and BESP.services due to the stratification of those products and services by customer size and geography.
DeferredCosts Capitalized to Obtain Revenue Contracts
The deferredCompany capitalizes incremental costs of obtaining revenue balance does not represent the total contract value of annual or multi-year,contracts related to non-cancelable Cloud Services subscription, agreements. Deferredongoing Cloud Services support and license support and updates. For contracts with on-premises software licenses where revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services described above and is recognized upfront when the software is made available to the customer, costs allocable to those licenses are expensed as the revenue recognition criteriathey are met. The Company generally invoices customers in annual installments. The deferred 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.
Deferred Commissions
Deferred commissions are the incremental costs that are directly associated with non-cancelable subscription contracts with customers andincurred. 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 evaluated both qualitative and quantitative factors which
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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 commissions are deferred and amortized over the non-cancelable terms of the related customer contracts, which are typically 12 to 36 months. The commission payments are paid in full the month after the customer’s service commences and are a direct and incremental cost of the revenue arrangements. The deferred commissioncapitalized amounts are recoverable through the future revenue streams under theall non-cancelable customer contracts. The Company believes this isperiodically evaluates whether there have been any changes in its business, the preferable method of accounting as the commission charges are so closely related to the revenue from the non-cancelable customer contractsmarket conditions in which it operates or other events which would indicate that theyits amortization period should be recorded as an asset and charged to expense over the same period that the subscription revenue is recognized. changed or if there are potential indicators of impairment.
Amortization of deferred commissionscapitalized costs to obtain revenue contracts is included in marketing and sales expense in the accompanying consolidated statements of operations.
During There were no impairments of costs to obtain revenue contracts for fiscal 2018, the Company deferred $799.3 million of commission expenditures2023 and amortized $464.7 million to marketing and sales expense. During the same period a year ago, the Company deferred $462.0 million of commission expenditures and amortized $371.5 million to marketing and sales expense. Deferred commissions on the Company's consolidated balance sheets totaled $874.3 million at January 31, 2018 and $539.6 million at January 31, 2017.2022.
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.

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. DeclinesSecurities with an amortized cost basis in excess of estimated fair value judgedare assessed to be other-than-temporarydetermine what amount of the excess, if any, is caused by expected credit losses. Expected credit losses on securities available for saleare recognized in other expense, net on the consolidated statements of operations, and any remaining unrealized losses, net of taxes, are included as a reduction to investment income. To determine whether a decline in value is other-than-temporary, the Company evaluates, amongaccumulated other factors: the duration and extent to which the fair value has been less than the carrying value and its intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recoverycomprehensive loss in fair value.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 also included as a component of investment income.income within other expense on the consolidated statements of operations.
Strategic Investments
The Company holds certain marketable equity and non-marketablestrategic investments in privately held debt and equity securities within its strategic investments portfolio. Marketableand publicly held equity securities in which the Company does not have a controlling interest.
Privately held equity securities where the Company does not have a controlling financial interest in but does exercise significant influence over the investee are measured using quoted prices in their respective active markets, non-marketable debtaccounted for under the equity method. Privately held equity securities not accounted for under the equity method are recorded at their estimated fair valuecost and adjusted for observable transactions for same or similar investments of the non-marketablesame issuer or impairment events (referred to as the measurement alternative). All gains and losses on privately held equity securities, realized and unrealized, are recorded at cost.
Marketable equity securities and non-marketablethrough gains (losses) on strategic investments, net on the consolidated statements of operations. Privately held debt securities which consist of debt investments in privately held companies, are recorded at fair value with changes in fair value recorded through accumulated other comprehensive income. Equity investments without readily determinable fair values for whichloss on the Company does not have the ability to exercise significant influence are accounted for using the cost methodconsolidated balance sheet.
Valuations of accounting. Under the cost method of accounting, the non-marketableprivately held securities are carried at costinherently complex and are adjusted only for other-than-temporary impairments, certain distributions and additional investments. These investments are valued using significant unobservable inputs or data in an inactive market and the valuation requires the Company'srequire judgment due to the absence of market prices and inherent lack of liquidity.readily available market data. The carrying value is not adjusted for the Company's privately held equity securities if there are no observable price changes in a same or similar security from the same issuer or if there are no identified events or changes in circumstances that may indicate impairment, as discussed below. 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 recognizes an impairment through the consolidated statements of operations and establishes a new carrying value for the investment.
Publicly held equity securities are measured at fair value with changes recorded through gains 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
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accounted for under the measurement alternative, equity method, amortized cost, or other appropriate methodology based on quantitative and qualitative factors including, but not limited to, subsequent financing activities by the investee and projected discounted cash flows.nature of the interest held.
Fair Value Measurement
The carryingCompany 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 ofon a nonrecurring basis when there has been an observable price change in a same or similar security. The additional disclosures regarding the Company’s strategic investments is impacted by various events such as entering into new investments, dispositions due to acquisitions, fair market value adjustments or initial public offerings. The cash inflows from exits and cash outflows for new investmentsmeasurements are disclosed within the investing activities section of the statement of cash flows and any realized gains or losses are recorded within the operating activities of the statements of cash flows for each of the respective fiscal quarter periods. 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.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, Japanese Yen, Canadian Dollar, Australian Dollar, Brazilian Real and Australian Dollar. The Company’s foreign currency derivative contracts, which are not designated as hedging instruments, are used to reduce the exchange rate risk associated primarily with intercompany receivables and payables.Japanese Yen. The Company’s derivative financial instruments program is not designated for trading or speculative purposes. AsThe Company generally enters into master netting arrangements with the financial institutions with which it contracts for such derivatives, which permit net settlement of January 31, 2018 and 2017,transactions with the outstanding foreign currency derivative contracts were recorded at fair value on the consolidated balance sheets.
Foreign currency derivative contracts are marked-to-market at the endsame counterparty, thereby reducing risk of each reporting period with gains andcredit-related losses recognized as other expense to offset the gains or losses resulting from the settlement or remeasurement of the underlying foreign currency denominated receivables and payables.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.
Fair Value Measurement
The Company measures its cash and cash equivalents, marketable securities andnotional amount of foreign currency derivative contracts as of January 31, 2023 and January 31, 2022 was $6.0 billion and $6.1 billion, respectively.
Outstanding foreign currency derivative contracts are recorded at fair value. The additional disclosures regardingvalue on the Company’scondensed consolidated balance sheets. Unrealized gains or losses due to changes in the fair value measurementsof these derivative contracts, as well as realized gains or losses from their net settlement, are included in Note 4 “Fair Value Measurement.”

recognized as other 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.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 improvements10 to 40 years
Computers, equipment and software3 to 9 years
Furniture and fixtures5 years
Furniture and fixtures5 years
Leasehold improvementsShorter of the estimated lease term or 10 years
Building and structural componentsAverage weighted useful life of 32 years
Building - leased facility27 years
Building improvements10 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.
Capitalized Software CostsLeases
The Company capitalizesdetermines 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 recognized from finance leases (also referred to as ROU assets) 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 relatedthat are subject to its enterprise cloud computing servicesfluctuation 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 when it is reasonably certain that the Company will exercise the
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associated extension option or waive the termination option. The Company reassesses the lease term if and certain projectswhen 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 internal useany rent payments or initial direct costs incurred during the application development stage. Costs relatedor tenant incentives received prior to preliminary project activities and post implementation activitiescommencement.
Lease expenses for minimum lease payments for operating leases, which includes amortization expense of ROU assets, are expensed as incurred. Internal-use software is amortizedrecognized on a straight-line basis over itsthe 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 useful life, which is generally threefuture costs to five years. Management evaluatesretire long-lived assets at the useful livestermination or expiration of thesea lease. Such assets on an annual basisare included in property and equipment, net and are amortized over the lease term to operating expense.
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 occurindicate that could impact the recoverabilitycarrying amount of these assets.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 acquiredAcquired 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. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets.
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.
There was no impairment of intangible assets, long-lived assets or goodwill during fiscal 2018, 2017 and 2016.
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, and 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 which is recorded in otherwithin operating income (expense) withinon 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 disclosed separatelyrecorded within net gains (losses) on strategic investments in the consolidated statements of operations.

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Leases and Asset Retirement ObligationsRestructuring
The Company categorizes leasesgenerally 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 their inception as either operating or capital leases. In certain lease agreements, the Company may receive rent holidays and other incentives. The Company recognizes lease costs on a straight-line basis once controlearlier of the space is achieved, without regard to deferred payment terms such as rent holidays that defer the commencement date of required payments. Additionally, incentives received are treated as a reduction of costs over the term of the agreement.
The Company establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at thecontract termination or expiration of a lease. Such assets are depreciated over the lease period to operating expense.
In the event the Company is the deemed owner for accounting purposes during construction, the Company records assets and liabilities for the estimated constructioncease-use dates. Other exit-related costs incurred under build-to-suit lease arrangements to the extent it is involved in the construction of structural improvements or takes construction risk prior to commencement of a lease.
The Company additionally has entered into subleases for unoccupied leased office space. To the extent there are losses associated with the sublease, they are recognized inas incurred.
Stock-Based Compensation Expense
Stock-based compensation expense is measured based on grant date at fair value using the periodBlack-Scholes option pricing model for stock options and the sublease is executed. Gains are recognized over the sublease life. Any sublease payments received in excess of the straight-line rent paymentsgrant date closing stock price for the sublease are recorded in other income (expense).
Accounting for Stock-Based Expense
restricted stock awards. The Company recognizes stock-based expensescompensation 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 Company recognizes stock-based expensesestimated forfeiture rate applied is based on historical forfeiture rates.
Stock-based compensation expense related to shares issued pursuant to itsthe 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 and also allows employees to reduce their percentage election once during a six monthsix-month purchase period (December 15 and June 15 of each fiscal year), but not increase that election until the next one-year offering period. The ESPP also includes a re-setreset provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date.
Stock-based expensescompensation expense related to performance share grants, which are awarded to executive officers and other members of senior management and vest, if at all, based on the Company’s performance over a three-year period relative to the Nasdaq 100. Performance share grants are measured based on grant date at fair value using a Monte Carlo simulation model and expensed on a straight-line basis, net of estimated forfeitures, over the service period of the awards, which is generally the vesting term of three years.
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 $372.9 million, $350.3 million$1.0 billion, $1.0 billion and $315.6 million$0.8 billion for fiscal 2018, 20172023, 2022 and 2016,2021, 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 and/or tax planning strategies.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.
In December 2017, the Tax Cuts and Jobs Act ("Tax Act") was enacted into law, significantly changing income tax law that affects U.S corporations. Key changes included a corporate tax rate reduction from 35 percent to 21 percent effective January 1, 2018, expensing
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Table of certain qualified property, significant changes to the U.S international tax system such as a one-time transition tax on accumulated foreign earnings, and how foreign earnings are subject to U.S. tax. The Company is required to recognize the effects of the tax law changes in the period of enactment, including the determination of the transition tax and the re-measurement of deferred taxes as well as to re-assess the realizability of the deferred tax assets. Subsequent to the enactment of the Tax Act, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act ("SAB 118"), which allows companies to record provisional amounts related to the effects of the Tax Act during a measurement period not to extend beyond one year from the enactment date. Due to the timing of the Tax Act and additional guidance and interpretations that may be issued by the U.S. Treasury Department, the Internal Revenue Service ("IRS") and other standard-setting bodies in the future, the Company has not completed its analysis of the income tax effects of the Tax Act. The provisional estimates will be adjusted during the measurement period defined under SAB 118, based upon the Company's ongoing analysis of its data and tax positions along with new guidance from regulators and interpretations of the law.Contents
Foreign Currency Translation
The functional currency of the Company’s major foreign subsidiaries is generally the local currency. 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. 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 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 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 PronouncementsPronouncement Adopted in Fiscal 20182023
In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2017-01, "Business Combinations (Topic 805) Clarifying the Definition of a Business" ("ASU 2017-01") which amended the existing FASB Accounting Standards Codification. The standard provides additional guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting, including acquisitions, disposals, goodwill, and consolidation. ASU 2017-01 is effective for fiscal 2019 with early adoption permitted. The Company early adopted the standard in the first quarter of fiscal 2018 on a prospective basis. Since the Company has not acquired any material businesses since the start of the year, this standard has had no impact on the Company's financial statements.
In May 2017,October 2021, the FASB issued Accounting Standards Update No. 2017-09, "Compensation—Stock Compensation2021-08, “Business Combinations (Topic 718)805): Scope of Modification Accounting" ("ASU 2017-09") which amended the existing FASB Accounting Standards Codification. The standard provides clarityfor Contract Assets and reduces the cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. ASU 2017-09 is

effective for fiscal 2019 with early adoption permitted. The Company early adopted the standard in the second quarter of fiscal 2018 on a prospective basis and this standard has had no impact on the Company's financial statements.
Accounting Pronouncements Pending Adoption
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "RevenueContract Liabilities from Contracts with Customers (Topic 606)" ("Customers” (“ASU 2014-09"), which amended the existing FASB Accounting Standards Codification and replaces the existing revenue recognition guidance with a comprehensive revenue measurement and recognition standard and expanded disclosure requirements. The standard also provides guidance on the recognition of costs related to obtaining customer contracts. ASU 2014-09, as amended, will be effective as of the beginning of fiscal 2019, including interim periods within that reporting period.
The Company plans to adopt the standard using the full retrospective method to restate each prior reporting period presented. The Company does not expect the adoption of ASU 2014-09 to have any impact on its total cash flows from operating, investing or financing activities.
Revenue pursuant to ASU 2014-09
The Company is continuing to assess the impact of adopting ASU 2014-09 on its financial position, results of operations and related disclosures and believes that the impact is not material.
The Company believes that the new standard will impact the following policies and disclosures:
removal of the current limitation on contingent revenue will result in revenue being recognized earlier for certain contracts;
allocation of subscription and support revenue across different clouds and to professional services revenue;
estimation of variable consideration for arrangements with overage fees;
required disclosures including disaggregation of revenues, information about the remaining transaction price and when the Company expects to recognize revenue; and
accounting for deferred commissions including costs that qualify for deferral and the amortization period.
Capitalized costs to acquire a contract pursuant to ASU 2014-09
The accounting for capitalized costs to acquire a contract under the new standard is significantly different than the Company’s current accounting for deferred commissions. The new guidance results in the capitalization of significantly more costs and longer amortization lives. Under the Company’s current accounting, the Company only capitalizes sales commissions that have a direct relationship to a specific new revenue contract. Currently, payments made to those employees not directly related to the sale of a new contract or those related to any renewals, including the associated fringe benefits and payroll taxes, and partner referral fees are not capitalized. Additionally, all amounts capitalized under the Company’s current policy are amortized over the specific contract terms of the underlying new revenue arrangements, which were typically 12 to 36 months.
Under the new standard, the Company will capitalize incremental costs of acquiring a non-cancelable subscription and support revenue contract. The capitalized amounts will consist primarily of sales commissions paid to the Company’s direct sales force. Capitalized amounts will 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 to a lesser extent (4) success fees paid to partners in emerging markets where the Company has a limited presence.
Capitalized costs related to new revenue contracts will be amortized on a straight-line basis over four years, which, although longer than the typical initial contract period, reflects the average period of benefit, including expected contract renewals. In arriving at this average period of benefit, the Company evaluated both qualitative and quantitative factors, including the estimated life cycles of its offerings and its customer attrition. Additionally, the Company will amortize capitalized costs for renewals and success fees paid to partners over two years.
While the Company has not yet finalized its assessment of the impact the new commission accounting policy will have on its financial position and results of operations, the Company believes it will be material to both its balance sheet and statement of operations due to the capitalization of additional costs and the longer period of amortization.
In January 2016, the FASB issued Accounting Standards Update No. 2016-01, "Financial Instrument-Overall (Subtopic 825-10)" ("ASU 2016-01"2021-08”), which requires entitiescontract assets and contract liabilities (i.e., unearned revenue) acquired in a business combination to measure equity instrumentsbe recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers. Previously, the Company recognized contract assets and contract liabilities at the acquisition date based on fair value and recognize any changesestimates, which had resulted in fair value within the statement of operations. Under the new standard, the Company will record its publicly traded equity investments at fair value on a quarterly basis and record the change within the statement of operations. Previously, such adjustments were recorded in other comprehensive income. The guidance provides for electing the measurement alternative or defaultingreduction to the fair value option for equity investments that do not have readily determinable fair values.The Company plans to elect the measurement alternative for its equity investments in privately held companies, which are included in strategic

investments in the accompanying consolidated balance sheets. These investments will be measured at cost, less any impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer, which will be recorded within the statement of operations. The determination of whether a transaction is for a similar investment will require significant management judgment including consideration of the rights and obligations between the investments and the extent to which those differences would affect the fair values of those investments with additional consideration for the stage of development of the investee company. In addition, the determination of fair value for those investments with orderly transactions for similar investments may require significant assumptions and complex valuation models, all of which requires management judgment due to the absence of market prices and lack of liquidity.
The new standard is effective as of the beginning of fiscal 2019, including interim periods within that reporting period, on a prospective basis for nonmarketable equity securities and a modified retrospective basis for publicly held equity investments. The adoption of ASU 2016-01 will impact the Company's strategic investments portfolio, which consists of approximately $24.5 million in publicly traded equity investments and $599.3 million in privately held equity investments, as of January 31, 2018, both of which are recorded in strategic investments within the balance sheet. Upon adoption of ASU 2016-01, the Company will reclassify $13.0 million, excluding the tax impact, from accumulated other comprehensive lossunearned revenue on the balance sheet, and therefore, a reduction to accumulated deficit. This amount reflects unrealized gainsrevenues that would have otherwise been recorded on the Company's publicly traded equity investments as of January 31, 2018. Refer to Note 2, "Investments," for additional details. The new standard could have a material impact to the Company's consolidated financial statements, including additional volatility to the Company's statements of operations in future periods, due to changes in market prices of the Company's investments in publicly held equity investments and the valuation and timing of observable price changes and impairments of its investments in non-marketable securities.
In October 2016, the FASB issued Accounting Standards Update No. 2016-16, "Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory" ("an independent entity. ASU 2016-16"), which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. The new standard is effective for annual periods beginning after December 15, 2017, with early adoption permitted as of the beginning of a fiscal year. The Company plans to adopt the new standard in its first quarter of fiscal 2019. Based on transactions up to January 31, 2018, the Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, "Leases (Topic 842)" ("ASU 2016-02"), which requires lessees to record most leases on their balance sheets but recognize the expenses on their statements of operations in a manner similar to current accounting rules. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. The new standard2021-08 is effective for interim and annual periods beginning after December 15, 20182022 on a modified retrospective basis.prospective basis, with early adoption permitted. The Company isadopted ASU 2021-08 in the process of implementing changes to its systems, processes and controls, in conjunction with its review of existing lease agreements, in order to adopt the new standard in its first quarter of fiscal 2020. The Company expects its leases designated as operating leases in Note 13, “Commitments,” will be reported on2023 and the impact of the adoption was not material.
Reclassifications
A reclassification to the fiscal 2022 consolidated balance sheets upon adoption. The Company is currently evaluating the impact to its consolidated financial statements as it relates to other aspects of the business.
Reclassifications
Certain reclassifications to fiscal 2017 and 2016 balances weresheet was made to conform to the current period presentation of current debt. This reclassification did not impact the Company's key metrics including Total Assets, Total Revenues, Income From Operations, Net Income or Operating Cash Flows.
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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,
 202320222021
Sales$6,831 $5,989 $5,191 
Service7,369 6,474 5,377 
Platform and Other5,967 4,509 3,324 
Marketing and Commerce4,516 3,902 3,133 
Data4,338 3,783 2,951 
$29,021 $24,657 $19,976 

Total Revenue by Geographic Locations
Revenues by geographical region consisted of the following (in millions):
 Fiscal Year Ended January 31,
 202320222021
Americas$21,250 $17,983 $14,736 
Europe7,163 6,016 4,501 
Asia Pacific2,939 2,493 2,015 
$31,352 $26,492 $21,252 
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, 94 percent and 95 percent during fiscal 2023, 2022 and 2021, respectively. No other country represented more than ten percent of total revenue during fiscal 2023, 2022 and 2021.
Contract Balances
Contract Assets
The Company records a contract asset when revenue recognized on a contract exceeds the billings. Contract assets were $648 million as of January 31, 2023 as compared to $587 million as of January 31, 2022, and are included in prepaid expenses and other current assets and deferred tax assets and other assets, net on the consolidated balance sheets, consolidated statementsheets.
Unearned Revenue
Unearned revenue represents amounts that have been invoiced in advance of operationsrevenue recognition and consolidated statementsis recognized as revenue when transfer of cash flows. These reclassifications include costcontrol to customers has occurred or services have been provided. The unearned revenue balance does not represent the total contract value of revenues-subscriptionannual 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.
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The change in unearned revenue was as follows (in millions):
Fiscal Year Ended January 31,
20232022
Unearned revenue, beginning of period$15,628 $12,607 
Billings and other (1)33,034 29,011 
Contribution from contract asset62 110 
Revenue recognized over time(29,595)(24,841)
Revenue recognized at a point in time(1,757)(1,651)
Unearned revenue from business combinations392 
Unearned revenue, end of period$17,376 $15,628 
(1) Other includes, for example, the impact of foreign currency translation.
Revenue recognized over time primarily includes Cloud Services subscription and support cost of revenues-professionalrevenue, 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 2023 is from the unearned revenue balance as of January, 31, 2022.
Remaining Performance Obligation
Remaining performance obligation represents contracted revenue that has not yet been recognized and purchasesincludes unearned revenue and salesunbilled 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 strategic investments.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.
2.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):
 CurrentNoncurrentTotal
As of January 31, 2023$24.6 $24.0 $48.6 
As of January 31, 202222.0 21.7 43.7 

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3. Investments
Marketable Securities
At January 31, 2018,2023, marketable securities consisted of the following (in thousands)millions):
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
Corporate notes and obligations$3,442 $$(92)$3,354 
U.S. treasury securities381 (11)370 
Mortgage-backed obligations190 (12)178 
Asset-backed securities1,004 (20)985 
Municipal securities175 (6)169 
Commercial paper278 278 
Covered bonds105 (4)101 
Other59 (2)57 
Total marketable securities$5,634 $$(147)$5,492 
Investments classified as Marketable Securities
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 Fair Value
Corporate notes and obligations$1,222,752
 $877
 $(7,264) $1,216,365
U.S. treasury securities196,224
 2
 (1,926) 194,300
Mortgage backed obligations99,994
 7
 (1,250) 98,751
Asset backed securities251,197
 38
 (1,206) 250,029
Municipal securities53,019
 1
 (703) 52,317
Foreign government obligations86,623
 0
 (978) 85,645
U.S. agency obligations19,256
 1
 (131) 19,126
Commercial Paper11,429
 0
 0
 11,429
Covered bonds50,530
 13
 (284) 50,259
Total marketable securities$1,991,024

$939

$(13,742)
$1,978,221
At January 31, 2017,2022, marketable securities consisted of the following (in thousands)millions):
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value
Corporate notes and obligations$3,153 $$(34)$3,121 
U.S. treasury securities205 (3)202 
Mortgage-backed obligations229 (4)225 
Asset-backed securities1,056 (5)1,051 
Municipal securities225 (2)223 
Commercial paper27 27 
Covered bonds212 (2)210 
Other14 14 
Total marketable securities$5,121 $$(50)$5,073 
Investments classified as Marketable Securities
Amortized
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 Fair Value
Corporate notes and obligations$321,284
 $887
 $(1,531) $320,640
U.S. treasury securities62,429
 68
 (674) 61,823
Mortgage backed obligations74,882
 39
 (669) 74,252
Asset backed securities101,913
 74
 (197) 101,790
Municipal securities33,523
 35
 (183) 33,375
Foreign government obligations10,491
 3
 (36) 10,458
Total marketable securities$604,522

$1,106

$(3,290)
$602,338
The contractual maturities of the investments classified as marketable securities arewere as follows (in thousands)millions):
 As of
 January 31, 2023January 31, 2022
Due within 1 year$2,380 $2,161 
Due in 1 year through 5 years3,104 2,899 
Due in 5 years through 10 years13 
$5,492 $5,073 
Strategic Investments
 As of
 January 31,
2018
 January 31,
2017
Due within 1 year$395,120
 $104,631
Due in 1 year through 5 years1,578,738
 494,127
Due in 5 years through 10 years4,363
 3,580
 $1,978,221
 $602,338
As of January 31, 2018, the following marketable securities were in an unrealized loss position (in thousands):
 Less than 12 Months 12 Months or Greater Total
 Fair Value 
Unrealized
Losses
 Fair Value 
Unrealized
Losses
 Fair Value 
Unrealized
Losses
Corporate notes and obligations$910,294
 $(6,435) $39,000
 $(829) $949,294
 $(7,264)
U.S. treasury securities152,413
 (1,658) 9,543
 (268) 161,956
 (1,926)
Mortgage backed obligations76,929
 (905) 18,763
 (345) 95,692
 (1,250)
Asset backed securities193,262
 (1,109) 11,484
 (97) 204,746
 (1,206)
Municipal securities41,077
 (550) 8,469
 (153) 49,546
 (703)
Foreign government obligations79,526
 (922) 6,119
 (56) 85,645
 (978)
U.S. agency obligations15,375
 (131) 0
 0
 15,375
 (131)
Covered bonds21,453
 (186) 3,301
 (98) 24,754
 (284)
 $1,490,329
 $(11,896) $96,679
 $(1,846) $1,587,008
 $(13,742)

The unrealized losses for each of the fixed rate marketable securities were less than $0.3 million. The Company does not believe any of the unrealized losses represent an other-than-temporary impairment based on its evaluation of available evidenceStrategic investments by form and measurement category as of January 31, 2018, such2023 were as follows (in millions):
 Measurement Category
 Fair ValueMeasurement AlternativeOtherTotal
Equity securities$48 $4,479 $76 $4,603 
Debt securities and other investments69 69 
Balance as of January 31, 2023$48 $4,479 $145 $4,672 

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Strategic investments by form and measurement category as of January 31, 2022 were as follows (in millions):
 Measurement Category
 Fair ValueMeasurement AlternativeOtherTotal
Equity securities$370 $4,204 $122 $4,696 
Debt securities and other investments88 88 
Balance as of January 31, 2022$370 $4,204 $210 $4,784 

The Company holds investments in, or management agreements with, VIEs which the Company's intent to hold and whetherCompany does not consolidate because it is more likely than not thatconsidered the Company will be required to sell the investment before recovery of the investment's amortized basis. The Company expects to receive the full principal and interest on allprimary beneficiary of these marketable securities.entities. The carrying value of VIEs within strategic investments was $354 million and $467 million, as of January 31, 2023 and 2022, respectively.
Investment IncomeGains (Losses) on Strategic Investments, Net
Investment income consists of interest income, realized gains and realized losses on the Company’s cash, cash equivalents and marketable securities. The components of investment income are presented belowgains and losses on strategic investments were as follows (in thousands)millions):
4Fiscal Year Ended January 31,
202320222021
Unrealized gains (losses) recognized on publicly traded equity securities, net$$(241)$1,743 
Unrealized gains recognized on privately held equity securities, net180 1,210 184 
Impairments on privately held equity and debt securities(491)(51)(124)
Unrealized gains (losses), net(310)918 1,803 
Realized gains on sales of securities, net71 293 367 
Gains (losses) on strategic investments, net$(239)$1,211 $2,170 

 Fiscal Year Ended January 31,
 2018 2017 2016
Interest income$36,480
 $21,901
 $14,146
Realized gains940
 7,858
 3,287
Realized losses(1,572) (2,385) (2,092)
Total investment income$35,848
 $27,374
 $15,341
ReclassificationUnrealized gains and losses recognized on privately held equity securities, net includes upward and downward adjustments outfrom 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 accumulated other comprehensive income into investment income were immaterial$220 million and $1.2 billion and impairments and downward adjustments of $466 million and $61 million for fiscal 2018, 20172023 and 2016.2022, respectively.
Strategic Investments
AsRealized gains on sales of January 31, 2018,securities, net reflects the Company had two investments in marketable equity securities with a fair value of $24.5 million, which included an unrealized gain of $13.0 million. As of January 31, 2017,difference between the Company had six investments in marketable equity securities with a fair value of $41.0 million, which included an unrealized gain of $24.5 million. The change in the fair value of the investments in publicly held companies is recorded in the consolidated balance sheets within strategic investmentssale proceeds and accumulated other comprehensive income (loss).
As of January 31, 2018 and 2017, the carrying value of the Company’s non-marketable debt and equity securities was $652.8 million and $526.0 million, respectively. The estimated fair valuesecurity at the beginning of the non-marketable debt and equity securities was approximately $912.0 million and $758.3 million as of January 31, 2018 and 2017, respectively.period or the purchase date, if later.
The Company sold a portioncalculates cumulative realized gains on sales of its publicly-held investments in fiscal 2018, which resulted in a reclassification of previously unrealized gains fromsecurities, net, as the statement of comprehensive income (loss) to other income (expense) indifference between the statement of operations in the amount of $58.6 million. This amount was not material in prior periods.
Strategic investments consisted of the following (in thousands):
Description
Balance at
beginning of
year
 Additions Sales, dispositions and fair market value adjustments (1) 
Balance at
end of
year
Fiscal year ended January 31, 2018$566,953
 $216,438
 $(106,108) $677,283
Fiscal year ended January 31, 2017$520,721
 $110,329
 $(64,097) $566,953
(1) Amounts include the release of the cost-basissale proceeds and the current unrealized gain or loss balance recorded in accumulated other comprehensive loss when sharesinitial purchase price for securities sold during the period. Cumulative realized gains on the sales of a publicly-held investment are sold, disposition-related reductions of a cost-basis investment if a privately-held company within the portfolio is acquired by another company, fair market value adjustments such as cost basis reductions related to impairments that are other-than-temporarysecurities for fiscal 2023 and unrealized gains or losses related to investments held in publicly traded companies.2022 were $87 million and $1.6 billion, net.
3. Derivatives
Details on outstanding foreign currency derivative contracts are presented below (in thousands):
 As of
 January 31, 2018 January 31, 2017
Notional amount of foreign currency derivative contracts$1,871,258
 $1,280,953
Fair value of foreign currency derivative contracts$12,368
 $10,205

The fair value of the Company’s outstanding derivative instruments not designated as hedging instruments are summarized below (in thousands):
  As of
  
Balance Sheet LocationJanuary 31, 2018 January 31, 2017
Derivative Assets    
Foreign currency derivative contractsPrepaid expenses and other current assets$17,949
 $13,238
Derivative Liabilities    
Foreign currency derivative contractsAccounts payable, accrued expenses and other liabilities$5,581
 $3,033
Gains/losses on derivative instruments not designated as hedging instruments recorded in Other income (expense) in the consolidated statements of operations during fiscal 2018, 2017 and 2016, respectively, are summarized below (in thousands):
 Fiscal Year Ended January 31,
 2018 2017 2016
Foreign currency derivative contracts$15,403
 $(86,239) $(25,786)
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.

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The following table presents information about the Company’s assets and liabilities that arewere measured at fair value as of January 31, 20182023 and indicates the fair value hierarchy of the valuation (in thousands)millions):
DescriptionQuoted 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$$1,877 $$1,877 
Money market mutual funds1,795 1,795 
Cash equivalent securities794 794 
Marketable securities:
Corporate notes and obligations3,354 3,354 
U.S. treasury securities370 370 
Mortgage-backed obligations178 178 
Asset-backed securities985 985 
Municipal securities169 169 
Commercial paper278 278 
Covered bonds101 101 
Other57 57 
Strategic investments:
Equity securities48 48 
Total assets$1,843 $8,163 $$10,006 
DescriptionQuoted Prices in
Active Markets
for Identical Assets
(Level 1)
 Significant Other
Observable
Inputs
(Level 2)
 Significant
Unobservable
Inputs
(Level 3)
 Balances as of January 31, 2018
Cash equivalents (1):       
Time deposits$0
 $542,756
 $0
 $542,756
Money market mutual funds1,389,165
 0
 0
 1,389,165
Marketable securities:       
Corporate notes and obligations0
 1,216,365
 0
 1,216,365
U.S. treasury securities0
 194,300
 0
 194,300
Mortgage backed obligations0
 98,751
 0
 98,751
Asset backed securities0
 250,029
 0
 250,029
Municipal securities0
 52,317
 0
 52,317
Foreign government obligations0
 85,645
 0
 85,645
U.S. agency obligations0
 19,126
 0
 19,126
Commercial Paper0
 11,429
 0
 11,429
Covered bonds0
 50,259
 0
 50,259
Foreign currency derivative contracts (2)0
 17,949
 0
 17,949
Total assets$1,389,165
 $2,538,926
 $0
 $3,928,091
Liabilities:       
Foreign currency derivative contracts (3)0
 5,581
 0
 5,581
Total liabilities$0
 $5,581
 $0
 $5,581
___________ 
(1)Included in “cash and cash equivalents” in the accompanying consolidated balance sheetsheets in addition to $2.6 billion of cash, as of January 31, 2018, in addition to $611.6 million of cash.2023.
(2)Included in “prepaid expenses and other current assets” in the accompanying consolidated balance sheet as of January 31, 2018.
(3)Included in “accounts payable, accrued expenses and other liabilities” in the accompanying consolidated balance sheet as of January 31, 2018.

The following table presents information about the Company’s assets and liabilities that arewere measured at fair value as of January 31, 20172022 and indicates the fair value hierarchy of the valuation (in thousands)millions):
DescriptionQuoted 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$$1,171 $$1,171 
Money market mutual funds1,426 1,426 
Cash equivalent securities106 106 
Marketable securities:
Corporate notes and obligations3,121 3,121 
U.S. treasury securities202 202 
Mortgage-backed obligations225 225 
Asset-backed securities1,051 1,051 
Municipal securities223 223 
Commercial paper27 27 
Covered bonds210 210 
Other14 14 
Strategic investments:
Equity securities370 370 
Total assets$1,796 $6,350 $$8,146 
Description
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
 
Significant Other
Observable Inputs (Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Balances as of
January 31, 2017
Cash equivalents (1):       
Time deposits$0
 $25,100
 $0
 $25,100
Money market mutual funds956,479
 0
 0
 956,479
Marketable securities:       
Corporate notes and obligations0
 320,640
 0
 320,640
U.S. treasury securities0
 61,823
 0
 61,823
Mortgage backed obligations0
 74,252
 0
 74,252
Asset backed securities0
 101,790
 0
 101,790
Municipal securities0
 33,375
 0
 33,375
Foreign government obligations0
 10,458
 0
 10,458
Foreign currency derivative contracts (2)0
 13,238
 0
 13,238
Total assets$956,479
 $640,676
 $0
 $1,597,155
Liabilities:       
Foreign currency derivative contracts (3)0
 3,033
 0
 3,033
Total liabilities$0
 $3,033
 $0
 $3,033
______________ 
(1)Included in “cash and cash equivalents” in the accompanying consolidated balance sheetsheets in addition to $2.8 billion of cash, as of January 31, 2017, in addition to $625.0 million2022.
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(2)Included in “prepaid expensesStrategic 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 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 Company’s 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, 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 assets” inand projected financial performance and other significant inputs and assumptions, including estimated time to exit, selection and analysis of guideline public companies and the accompanying consolidated balance sheetrights and obligations of the securities the Company holds. The Company's privately held debt and equity securities and other investments amounted to $4.6 billion and $4.4 billion as of January 31, 2017.
(3)Included in “accounts payable, accrued expenses2023 and other liabilities” in the accompanying consolidated balance sheet as of January 31, 2017.2022, respectively.
5. Property and Equipment, Net and Other Balance Sheet Accounts
Property and Equipment
Property and equipment, net consisted of the following (in thousands)millions):
 As of
 January 31, 2018 January 31, 2017
Land$183,888
 $183,888
Buildings and building improvements626,062
 621,377
Computers, equipment and software1,628,827
 1,440,986
Furniture and fixtures139,299
 112,564
Leasehold improvements824,470
 627,069
 3,402,546
 2,985,884
Less accumulated depreciation and amortization(1,456,019) (1,198,350)
 $1,946,527
 $1,787,534
 As of January 31,
 20232022
Land$293 $293 
Buildings and building improvements489 487 
Computers, equipment and software3,556 2,543 
Furniture and fixtures259 237 
Leasehold improvements1,807 1,656 
Property and equipment, gross6,404 5,216 
Less accumulated depreciation and amortization(2,702)(2,401)
Property and equipment, net$3,702 $2,815 
Depreciation and amortization expense totaled $372.8$903 million, $322.8$678 million and $302.0$579 million during fiscal 2018, 20172023, 2022 and 2016,2021, respectively. During fiscal 2018,
Other Balance Sheet Accounts
Accounts payable, accrued expenses and other liabilities as of January 31, 2023 included approximately $2.6 billion of accrued compensation as compared to $2.4 billion as of January 31, 2022.
6. Leases and Other Commitments
Leases
The Company has operating leases for corporate offices, data centers and equipment under noncancellable operating leases with various expiration dates. The leases have noncancellable remaining terms of 1 year to 17 years, some of which include options to extend for up to 5 years, and some of which include options to terminate within 1 year.
The components of lease expense were as follows (in millions):
Fiscal Year Ended January 31,
20232022
Operating lease cost$986 $1,080 
Finance lease cost:
Amortization of right-of-use assets$198 $125 
Interest on lease liabilities10 
Total finance lease cost$208 $130 
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Supplemental cash flow information related to operating and finance leases was as follows (in millions):
Fiscal Year Ended January 31,
20232022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflows for operating leases$769 $873 
Operating cash outflows for finance leases10 5
Financing cash outflows for finance leases180 74
Right-of-use assets obtained in exchange for lease obligations:
Operating leases915 364
Supplemental balance sheet information related to operating and finance leases was as follows (in millions):
As of January 31,
20232022
Operating leases:
Operating lease right-of-use assets$2,890 $2,880 
Operating lease liabilities, current$590 $686 
Noncurrent operating lease liabilities2,897 2,703 
Total operating lease liabilities$3,487 $3,389 
Finance leases:
Computers, equipment and software$1,053 $928 
Accumulated depreciation(264)(528)
Property and equipment, net$789 $400 
Accrued expenses and other liabilities$257 $114 
Other noncurrent liabilities534 271 
Total finance lease liabilities$791 $385 
Other information related to leases was as follows:
As of January 31,
20232022
Weighted average remaining lease term
Operating leases7 years7 years
Finance leases3 years3 years
Weighted average discount rate
Operating leases2.6 %2.1 %
Finance leases2.1 %1.9 %
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As of January 31, 2023, the maturities of lease liabilities under noncancellable operating and finance leases were as follows (in millions):
Operating LeasesFinance Leases
Fiscal Period:
Fiscal 2024$663 $270 
Fiscal 2025524 265 
Fiscal 2026536 199 
Fiscal 2027486 85 
Fiscal 2028437 
Thereafter1,239 
Total minimum lease payments3,885 819 
Less: Imputed interest(398)(28)
Total$3,487 $791 
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 retiredexpects to receive sublease income of approximately $122.3$237 million in the next five years and $42 million thereafter.
As of property and equipmentJanuary 31, 2023, the Company had additional leases that had been fully depreciated.not yet commenced totaling $0.4 billion and therefore are not reflected on the consolidated balance sheet and tables above. These leases include agreements for office facilities to be constructed. These leases will commence between fiscal year 2024 and fiscal year 2025 with lease terms of 1 to 17 years.
Computers, equipment and software atOf the total lease commitment balance, including leases not yet commenced, of $5.1 billion, approximately $4.2 billion is related to facilities space. The remaining commitment amount is primarily related to equipment.
Letters of Credit
As of January 31, 2018 and 2017 included2023, the Company had a total of $709.4 million and $729.0 million acquired under capital lease agreements, respectively. Accumulated amortization relating to computers, equipment and software acquired under capital leases totaled $449.6 million and $386.9 million, respectively, at January 31, 2018 and 2017. Amortization of assets acquired under capital leases is included in depreciation and amortization expense.

Land Sales
In October 2015, the Company sold approximately 8.8 net acres of undeveloped real estate and the associated perpetual parking rights in San Francisco, California, which were classified as held for sale. The total proceeds from the sale were $157.1 million, of which the Company received $127.1$126 million in October 2015letters of credit outstanding substantially in favor of certain landlords for office space. These letters of credit renew annually and previously received a nonrefundable deposit in the amount of $30.0 million during April 2014. The Company recognized a gain of $21.8 million, net of closing costs, on the sale of this portion of the Company’s land and building improvements and perpetual parking rights.expire at various dates through 2033.
Building - 350 Mission
In December 2013, the Company entered into a lease agreement for approximately 445,000 rentable square feet of office space at 350 Mission Street (“350 Mission”) in San Francisco, California, which is the total office space available in the building. As a result of the Company’s involvement during the construction period, the Company is considered for accounting purposes to be the owner of 350 Mission. As a result, the Company has capitalized the construction costs as Building with a corresponding current and noncurrent financing obligation liability and has accounted for the underlying land implicitly as an operating lease. Construction was completed in fiscal 2017. The Company capitalized $178.8 million of construction costs, based on the construction costs incurred by the landlord, and recorded a corresponding current and noncurrent financing obligation liability of $20.0 million and $198.2 million, respectively. The total expected financing obligation in the form of minimum lease payments inclusive of the amounts currently recorded is $300.9 million, including interest (see Note 13 “Commitments” for future commitment details). The obligation will be settled through monthly lease payments to the landlord, which commenced in October 2015. To the extent that operating expenses for 350 Mission are material, the Company, as the deemed accounting owner, will record the operating expenses.
6.7. Business Combinations
Fiscal Year 20182023
During fiscal 2018,Traction Sales and Marketing Inc.
In April 2022, the Company acquired two companiesall 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 an aggregateTraction on Demand was approximately $340 million, which consisted primarily of $37.6$302 million in cash and equity, netcash. The Company recorded approximately $62 million for customer relationships with estimated useful lives of cash acquired, and has included the financial resultsfive years. The Company recorded approximately $293 million of these companies in its consolidated financial statements from the dates of acquisition. The transactions were not materialgoodwill which is primarily attributed to the Company and the costs associated with the acquisitions were not material. The Company accounted for the transactions as business combinations. In allocating the purchase consideration based on estimated fair values, the Company recorded $2.7 million of intangible assets and $34.6 million of goodwill. The majority ofassembled workforce. For the goodwill balance, associated with these business combinationsthere is deductiblesome basis for foreign income tax purposes but no basis for U.S. income tax purposes.
Fiscal Year 2017
Krux
In November 2016, The fair values assigned to tangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received and certain tax returns are finalized. The primary areas that remain preliminary relate to the fair values of intangible assets acquired, certain tangible assets and liabilities acquired, legal and other contingencies as of the acquisition date, income and non-income-based taxes and residual goodwill. The Company acquiredexpects to finalize the outstanding stock of Krux Digital, Inc. (“Krux”), for consideration consisting of cash, common stock, and equity awards assumed. Krux is a leading data management platform that unifies, segments and activates audiences to increase engagement with users, prospects and customers.valuation as soon as practicable, but not later than one year from the acquisition date. The Company has included the financial results of KruxTraction on Demand in theits condensed consolidated financial statements from the date of acquisition, which havewere not been material to date.material. The transaction costs associated with the acquisition were not material.
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Fiscal Year 2022
Slack Technologies, Inc.
On July 21, 2021, the Company acquired all outstanding stock of Slack, a leading channel-based messaging platform. The transaction costs associated with the acquisition were approximately $54 million and were recorded in general and administrative expense during fiscal 2022. The acquisition date fair value of the consideration transferred for KruxSlack was approximately $741.8 million,$27.1 billion, which consisted of the following (in thousands, except for share data)millions):
 Fair Value
Cash$367,995
Common stock (4,210,773 shares)317,703
Fair value of stock options and restricted stock awards assumed56,068
Total$741,766
Fair Value
Cash$15,799 
Common stock issued11,064 
Fair value of stock options, restricted stock units and restricted stock awards assumed205 
Total$27,068 
The fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. TheA share conversion ratio of 0.20.1885 and 0.1804 was applied to convert Krux'sSlack's outstanding equity(i) stock options and restricted stock units and (ii) restricted stock awards, for Krux's common stockrespectively, into equity awards for shares of the Company'sCompany’s common stock.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands)millions):
 Fair Value
Cash and cash equivalents$17,883
Other current and noncurrent tangible assets12,418
Intangible assets86,000
Goodwill642,489
Deferred revenue(7,037)
Other liabilities, current and noncurrent(9,308)
Deferred tax liability(679)
Net assets acquired$741,766
Fair Value
Cash and cash equivalents$1,508 
Accounts receivable98 
Acquired customer contract asset70 
Operating lease right-of-use assets200 
Other assets409 
Goodwill21,410 
Intangible assets6,350 
Accounts payable, accrued expenses and other liabilities(478)
Unearned revenue(382)
Slack Convertible Notes (see Note 9)(1,339)
Operating lease liabilities(303)
Deferred tax liability(475)
Net assets acquired$27,068 
The excess of purchase consideration over the fair value of net tangibleother assets acquired and identifiable intangible assets acquiredliabilities assumed was recorded as goodwill. The deferred tax liability established was primarily a result of the difference in the book basis and tax basis related to the identifiable intangible assets.
The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives as of the date of acquisition.
 Fair ValueUseful Life
Developed technology$75,000
3 years
Customer relationships10,000
9 years
Other intangibles1,000
2 years
Total intangible assets subject to amortization$86,000
 
The amount recorded for developed technology represents the estimated fair value of Krux’s data management platform technology. The amount recorded for customer relationships represents the fair values of the underlying relationship with Krux customers. Theresulting goodwill balance is primarily attributed to the assembled workforce and expanded market opportunities, whenincluding integrating Krux's technologythe Slack product offering with the Company's other offerings.existing Company service offerings in a digital-first, work anywhere world. The goodwill balance is not deductiblehas no basis for U.S. income tax purposes.
The Company assumed equity awards for shares of Krux's common stock with a fair value of $104.4 million, of which $56.1 million was allocated to the consideration transferred.
BeyondCore
In September 2016, the Company acquired the outstanding stock of BeyondCore, Inc. (“BeyondCore”), for consideration consisting of cash, common stock, and equity awards assumed. BeyondCore is a smart data discovery technology company that automatically explores millions of variable combinations from structured data sources. The Company has included the financial results of BeyondCore in the consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were not material.
The acquisition date fair value consideration transferred for BeyondCore was approximately $106.6 million, which consisted of the following (in thousands, except for share data):
 Fair Value
Cash$21,053
Common stock (1,073,432 shares)81,484
Fair value of stock options and restricted stock awards assumed4,061
Total$106,598
The fair value of stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.0464 was applied to convert BeyondCore's outstanding equity awards for BeyondCore's common stock into equity awards for shares of the Company's common stock.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands):
 Fair Value
Cash and cash equivalents$2,046
Other current and noncurrent tangible assets462
Intangible assets15,600
Goodwill90,794
Deferred revenue(818)
Other liabilities, current and noncurrent(923)
Deferred tax liability(563)
Net assets acquired$106,598
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The deferred tax liability established was primarily a result of the difference in the book basis and tax basis related to the identifiable intangible assets.
The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives as of the date of acquisition.
 Fair ValueUseful Life
Developed technology$14,900
6 years
Customer relationships700
2 years
Total intangible assets subject to amortization$15,600
 
The amount recorded for developed technology represents the estimated fair value of BeyondCore's smart data analytics technology. The amount recorded for customer relationships represents the fair values of the underlying relationships with BeyondCore customers. The goodwill balance is primarily attributed to the assembled workforce and expanded market opportunities when integrating BeyondCore's technology with the Company's other offerings. The goodwill balance is not deductible for U.S. income tax purposes.
The Company assumed equity awards for shares of BeyondCore's common stock with a fair value of $8.6 million, of which $4.1 million was allocated to the consideration transferred.
Quip
In August 2016, the Company acquired the outstanding stock of Quip, Inc. (“Quip”) for consideration consisting of cash, common stock, fair value of equity awards assumed, as well as fair value of the Company's pre-existing relationship. Quip combines content and communication to create living documents to allow work-teams to write, edit and discuss documents, spreadsheets and checklists in a single experience. The Company acquired Quip for its product offerings and employees. The Company has included the financial results of Quip in the consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were not material.
The acquisition date fair value consideration transferred for Quip was approximately $412.0 million, which consisted of the following (in thousands, except for share data):
 Fair Value
Cash$2,711
Common stock (4,796,152 shares)385,131
Fair value of stock options and restricted stock awards assumed22,345
Fair value of pre-existing relationship1,833
Total$412,020
The fair value of stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.5514 was applied to convert Quip's outstanding equity awards for Quip's common stock into equity awards for shares of the Company's common stock.

The Company had a $1.0 million, or approximately 0.3 percent, noncontrolling equity investment in Quip prior to the acquisition. The acquisition date fair value of the Company's previously held equity interest was approximately $1.8 million and was included in the measurement of the consideration transferred. The Company recognized a gain of approximately $0.8 million as a result of remeasuring its prior equity interest in Quip held before the business combination. The gain is included in gains from acquisitions of strategic investments in the consolidated statement of operations.
The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands):
 Fair Value
Cash and cash equivalents$27,985
Other current and noncurrent tangible assets556
Intangible assets31,200
Goodwill357,610
Other liabilities, current and noncurrent(2,491)
Deferred tax liability(2,840)
Net assets acquired$412,020
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The deferred tax liability established was primarily a result of the difference in the book basis and tax basis related to the identifiable intangible assets.
The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives as of the date of acquisition.
 Fair ValueUseful Life
Developed technology$18,590
5 years
Customer relationships12,460
10 years
Other purchased intangible assets150
3 years
Total intangible assets subject to amortization$31,200
 
The amount recorded for developed technology represents the estimated fair value of Quip's productivity technology. The amount recorded for customer relationships represents the fair values of the underlying relationship with Quip customers. The goodwill balance is primarily attributed to the assembled workforce and expanded market opportunities when integrating Quip's technology with the Company's other offerings. The goodwill balance is not deductible for U.S. income tax purposes.
The Company assumed equity awards for shares of Quip's common stock with a fair value of $68.0 million, of which $22.3 million was allocated to the consideration transferred.
Demandware
In July 2016, the Company acquired for cash the outstanding stock of Demandware, Inc. (“Demandware”), an industry-leading provider of enterprise cloud commerce solutions in the digital commerce market. The Company acquired Demandware to, among other things, expand the Company's position in customer relationship management and to pursue the digital commerce market with the new Salesforce Commerce Cloud. The Company has included the financial results of Demandware in the consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were $15.5 million and are recorded in general and administrative expense. The acquisition date fair value of the consideration transferred for Demandware was approximately $2.9 billion, including the proceeds from the term loan of $500.0 million (see Note 8, "Debt"), which consisted of the following (in thousands):
 Fair Value
Cash$2,920,336
Fair value of stock options and restricted stock awards assumed9,344
Total$2,929,680

The fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.9545 was applied to convert Demandware’s outstanding equity awards for Demandware’s common stock into equity awards for shares of the Company’s common stock.
The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands):
 Fair Value
Cash and cash equivalents$139,259
Marketable securities37,230
Accounts receivable56,982
Other current assets13,545
Customer contract asset, noncurrent327,830
Intangible assets633,277
Property and equipment29,463
Other noncurrent assets4,579
Goodwill1,985,269
Accounts payable, accrued expenses and other liabilities(51,870)
Deferred revenue(22,647)
Other liabilities, noncurrent(12,935)
Deferred tax liability(210,302)
Net assets acquired$2,929,680
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The deferred tax liability established was primarily a result of the difference in the book basis and tax basis related to the identifiable intangible assets.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands)millions):
Fair ValueUseful Life
Developed technology$2,360 5 years
Customer relationships3,690 8 years
Other purchased intangible assets300 6 years
Total intangible assets subject to amortization$6,350 
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 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.
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 Fair ValueUseful Life
Developed technology$242,550
2 to 5 years
Customer relationships384,590
3 to 10 years
Other purchased intangible assets6,137
3 to 10 years
Total intangible assets subject to amortization$633,277
 
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. The Company recorded approximately $99 million for customer relationships with estimated useful lives of eight years. The Company recorded approximately $337 million of goodwill which is primarily attributed to the assembled workforce. For the goodwill balance there is no basis for U.S. income tax purposes.
Fiscal Year 2021
Vlocity
In June 2020, the Company acquired all outstanding stock of Vlocity, Inc. ("Vlocity"), a leading provider of industry-specific cloud and mobile software. The transaction costs associated with its acquisition were immaterial. The acquisition date fair value of the consideration transferred for Vlocity was approximately $1.4 billion, which primarily consisted of $1.2 billion of cash paid and $208 million of fair value related to the pre-existing relationship. The Company recorded $473 million of intangible assets related to customer relationships and developed technology with useful life of four to eight years. Developed technology represents the fair value of Demandware’s e-commerce technology.Vlocity’s industry-specific cloud and mobile software. Customer relationships represent the fair values of the underlying relationships with DemandwareVlocity customers. Other purchased intangible assets also includes intangibles such as trademarks and favorable leases,The Company recorded $1.0 billion of goodwill which span over lease terms varying from 1 to 10 years. The goodwill balance is primarily attributed to the assembled workforce and expanded market opportunities, when integrating Demandware’s e-commerce technology with the Company’s other offerings. The majority of the goodwill balancefor which there is not deductibleno basis for U.S. income tax purposes.
The Company assumed equity awardsunvested options with a fair value of $135.2 million, of which $9.3$139 million. Of the total consideration, $6 million was allocated to the purchase consideration.
The Demandware acquisitionconsideration and $133 million was significantallocated to future services and will be expensed over the Company's consolidated financial statements. The amounts of revenue and earnings of Demandware included in the Company’s consolidated statement of operations from the acquisition date of July 11, 2016 through January 31, 2017 are as follows (in thousands):
Total revenues$120,383
Pretax loss(102,524)
Net loss$(103,149)

SteelBrick
In February 2016, the Company acquired the outstanding stock of SteelBrick, Inc. (“SteelBrick”) for consideration consisting of cash and common stock. SteelBrick isremaining service periods on a next generation quote-to-cash platform, delivered 100 percent natively on the Salesforce platform, which offers applications, or apps, for automating the entire deal close process - from generating quotes and configuring orders to collecting cash. The Company has included the financial results of SteelBrick in the consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were not material.
The acquisition date fair value consideration transferred for SteelBrick was approximately $314.8 million, which consisted of the following (in thousands, except for share data):
 Fair Value
Cash$1,698
Common stock (4,288,447 shares)278,372
Fair value of stock options and restricted stock awards assumed10,989
Fair value of pre-existing relationship23,726
Total$314,785
The fair value of stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.08 was applied to convert SteelBrick's outstanding equity awards for SteelBrick's common stock into equity awards for shares of the Company's common stock.straight-line basis.
The Company had a $13.9 million, or approximately six percent, noncontrolling equity investment in SteelBrickVlocity valued at $167 million prior to the acquisition. The acquisition date fair value of the Company's previously held equity interest was approximately $23.7 million and is included in the measurement of the consideration transferred. The Company recognized a gain of approximately $9.8$41 million as a result of remeasuring its prior equity interest in SteelBrickVlocity held before the business combination. The gain is included in gains from acquisitions ofon strategic investments, onnet in the Consolidated Statementconsolidated statements of Operations.operations.
Evergage
In February 2020, the Company acquired all outstanding stock of Evergage Inc. ("Evergage") a cloud-based real-time personalization and customer data platform. The following table summarizes theacquisition date fair values of assets acquired and liabilities assumed asvalue of the dateconsideration transferred for Evergage was approximately $100 million, which consisted of acquisition (in thousands):
 Fair Value
Cash and cash equivalents$59,296
Other current and noncurrent tangible assets3,012
Customer contract asset, noncurrent6,954
Intangible assets49,160
Goodwill217,986
Deferred revenue(8,479)
Other liabilities, current and noncurrent(2,665)
Deferred tax liability(10,479)
Net assets acquired$314,785
The excess of purchase consideration overcash and the fair value of net tangiblestock options and identifiable intangible assets acquired was recorded as goodwill.restricted stock awards assumed.
The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives as of the date of acquisition.
 Fair ValueUseful Life
Developed technology$30,700
4 years
Customer relationships17,110
7 years
Other purchased intangible assets1,350
1 year
Total intangible assets subject to amortization$49,160
 

The amount recorded for developed technology represents the estimated fair value of SteelBrick's quote-to-cash and billing technology. The amount recorded for customer relationships represents the fair values of the underlying relationship with SteelBrick customers. The goodwill balance is primarily attributed to the assembled workforce and expanded market opportunities when integrating SteelBrick's quote-to-cash technology with the Company's other offerings. The majority of the goodwill balance is not deductible for U.S. income tax purposes.
The Company assumed equity awards for shares of SteelBrick's common stock with a fair value of $39.6 million, of which $11.0 million was allocated to the consideration transferred.
MetaMind
In April 2016, the Company acquired MetaMind, Inc. (“MetaMind”) for approximately $32.8 million in cash, net of cash acquired. This amount includes amounts to be paid after an initial holdback period, and assumed equity awards. The primary reason for the acquisition was to extend the Company's intelligence in natural language processing and image recognition across all clouds. The Company has included the financial results of MetaMind, which have not been material to date, in its consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were not material. In allocating the purchase consideration for MetaMind based on estimated fair values, the Company recorded $31.2 million of goodwill and $1.9 million of identifiable intangible assets. The goodwill balance is not deductible for U.S. income tax purposes.
The Company assumed equity awards for shares of MetaMind's common stock with a fair value of $5.5 million, of which $0.5 million was allocated to the purchase consideration.
The Company's chairman, who held a greater than ten percent ownership interest in MetaMind, received approximately $6.0 million in total proceeds, subject to customary escrow amounts, in connection with this acquisition.
Other Fiscal 2017 Business Combinations
During fiscal 2017, the Company acquired seven other companies for an aggregate of $108.7 million in cash, net of cash acquired, and the Company has included the financial results of these companies in its consolidated financial statements from the respective dates of acquisition. These transactions, individually and in the aggregate, are not material to the Company. The costs associated with these acquisitions were not material. The Company accounted for these transactions as business combinations. In allocating the purchase consideration for each company based on estimated fair values, the Company recorded $108.2 million of goodwill and $34.2 million of identifiable intangible assets. Amounts allocated to the remaining acquired tangible assets and liabilities were not material. The majority of the goodwill balance associated with these transactions is not deductible for U.S. income tax purposes.
Fiscal 2016 Business Combinations
During fiscal 2016, the Company acquired several companies, including the acquisition of the building and land at 50 Fremont, for an aggregate of $697.7 million in cash, net of cash acquired. The Company has included the financial results of these companies in its consolidated financial statements from the respective dates of acquisition. The costs associated with these acquisitions were not material. The Company accounted for these transactions as business combinations. In allocating the purchase consideration for each company based on fair values, the Company recorded $68.7 million of goodwill. Some of the goodwill balance associated with these transactions is deductible for U.S. income tax purposes.
In connection with the acquisition of 50 Fremont, the Company recognized a net non-cash gain totaling approximately $36.6 million on the termination of the lease signed in January 2012.

7.8. Intangible Assets Acquired Through Business Combinations and Goodwill
Intangible assets acquired through business combinationsAssets Acquired Through Business Combinations
Intangible assets acquired through business combinations arewere as follows (in thousands)millions):
Intangible Assets, GrossAccumulated AmortizationIntangible Assets, NetWeighted
Average
Remaining Useful Life (Years)
January 31, 2022Additions and retirements, net (1)January 31, 2023January 31, 2022Expense and retirements, netJanuary 31, 2023January 31, 2022January 31, 2023January 31, 2023
Acquired developed technology$5,633 $(789)$4,844 $(2,263)$(208)$(2,471)$3,370 $2,373 3.8
Customer relationships6,995 (304)6,691 (1,662)(500)(2,162)5,333 4,529 6.7
Other (2)345 (42)303 (70)(10)(80)275 223 5.5
Total$12,973 $(1,135)$11,838 $(3,995)$(718)$(4,713)$8,978 $7,125 5.7
 Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net Weighted
Average
Remaining Useful Life
 Jan 31, 2017 Additions and retirements, net (1) Jan. 31, 2018 Jan 31, 2017 Expense and retirements, net (1) Jan. 31, 2018 Jan 31, 2017 Jan. 31, 2018 
Acquired developed technology$1,092,161
 $(65,210) $1,026,951
 $(577,929) $(99,459) $(677,388) $514,232
 $349,563
 2.8
Customer relationships843,614
 (12,870) 830,744
 (254,035) (104,773) (358,808) 589,579
 471,936
 4.4
Other (2)69,449
 (16,339) 53,110
 (59,886) 11,722
 (48,164) 9,563
 4,946
 4.3
Total$2,005,224
 $(94,419) $1,910,805
 $(891,850) $(192,510) $(1,084,360) $1,113,374
 $826,445
 3.8
(1)The Company retired $96.1 million$1.2 billion of fully depreciated intangible assets during fiscal 2018,2023, of which $65.2$826 million were included in acquired developed technology $14.6and $366 million were included in customer relationships and $16.3 million in other.relationships.
(2)Included in other are thein-place leases, trade names, trademarks and trademarks, territory rights and other and 50 Fremont intangible assets.rights.
Amortization of intangible assets and unfavorable lease liabilities, which are not reflected in the table above, resulting from business combinations for fiscal 2018, 20172023, 2022 and 20162021 was $288.3 million, $227.8 million$2.0 billion, $1.6 billion and $161.7 million,$1.1 billion, respectively.
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The expected future amortization expense for intangible assets as of January 31, 2018 is2023 was as follows (in thousands)millions):
Fiscal Period: 
Fiscal 2019$266,186
Fiscal 2020224,990
Fiscal 2021169,433
Fiscal 2022111,305
Fiscal 202335,134
Thereafter19,397
Total amortization expense$826,445
Fiscal Period:
Fiscal 2024$1,869 
Fiscal 20251,597 
Fiscal 20261,355 
Fiscal 2027990 
Fiscal 2028616 
Thereafter698 
Total amortization expense$7,125 
Goodwill
Goodwill represents the excess of the purchase price in a business combination over the fair value of net assetsacquired. Goodwill amounts are not amortized, but rather tested for impairment at least annually during the fourth quarter.
The changes in the carrying amounts of goodwill, which is generally not deductible for tax purposes, were as follows (in thousands)millions):
Balance at January 31, 2021$26,318 
Slack21,161 
Acumen337 
Other acquisitions and adjustments (1)121 
Balance as of January 31, 2022$47,937 
Traction on Demand293 
Other acquisitions and adjustments (1)338 
Balance as of January 31, 2023$48,568 
(1) 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 Technologies, Inc. (“Slack”) and the effect of foreign currency translation.
Balance as of January 31, 2016 $3,849,937
Acquisitions 3,333,171
Adjustments of acquisition date fair values, including the effect of foreign currency translation 80,738
Balance as of January 31, 2017 $7,263,846
Acquisitions 34,625
Adjustments of acquisition date fair values, including the effect of foreign currency translation 15,625
Balance as of January 31, 2018 $7,314,096

8.9. Debt
The carrying values of ourthe Company's borrowings were as follows (in thousands)millions):
InstrumentDate of IssuanceMaturity DateContractual Interest RateOutstanding Principal as of January 31, 2023January 31, 2023January 31, 2022
2023 Senior NotesApril 2018April 20233.25 %$1,000 $1,000 $998 
Loan assumed on 50 FremontFebruary 2015June 20233.75 182 182 186 
2024 Senior NotesJuly 2021July 20240.625 1,000 998 997 
2028 Senior NotesApril 2018April 20283.70 1,500 1,493 1,492 
2028 Senior Sustainability NotesJuly 2021July 20281.50 1,000 992 990 
2031 Senior NotesJuly 2021July 20311.95 1,500 1,489 1,488 
2041 Senior NotesJuly 2021July 20412.70 1,250 1,235 1,234 
2051 Senior NotesJuly 2021July 20512.90 2,000 1,977 1,976 
2061 Senior NotesJuly 2021July 20613.05 1,250 1,235 1,235 
Total carrying value of debt$10,682 10,601 10,596 
Less current portion of debt(1,182)(4)
Total noncurrent debt$9,419 $10,592 
Instrument Date of issuance Maturity date Effective interest rate for fiscal 2018 January 31, 2018 January 31, 2017
0.25% Convertible Senior Notes March 2013 April 2018 2.53% $1,022,588
 $1,116,360
Term loan July 2016 July 2019 2.20% 498,372
 497,221
Revolving credit facility July 2016 July 2021 2.00% 0
 196,542
Loan assumed on 50 Fremont February 2015 June 2023 3.75% 198,538
 198,268
Total carrying value of debt       1,719,498
 2,008,391
Less current portion       (1,024,717) 0
Total non-current debt       $694,781
 $2,008,391
Each of the Company's debt agreements requires it to maintain compliance with certain debt covenants, all of which theThe Company was in compliance with all debt covenants as of January 31, 2018.2023.
The expected future principal payments for all borrowings as of January 31, 2018 is as follows (in thousands):
Fiscal period: 
Fiscal 2019$1,028,949
Fiscal 2020503,759
Fiscal 20213,902
Fiscal 20224,051
Fiscal 2023 and thereafter186,160
Total principal outstanding$1,726,821
Convertible Senior Notes
  
Par Value Outstanding 
Equity
Component Recorded at Issuance
 Liability Component of Par Value as of
(in thousands)January 31,
2018
 January 31,
2017
0.25% Convertible Senior Notes due April 2018$1,026,821
 $122,421
(1)$1,022,588
 $1,116,360
___________ 
(1)This amount represents the equity component recorded at the initial issuance of the 0.25% convertible senior notes. As of January 31, 2018, $3.9 million was reclassified to temporary equity on the accompanying consolidated balance sheet as these notes are convertible as of January 31, 2018 based on the conversion criteria below.
In March 2013, the Company issued at par value $1.15 billion of 0.25% convertible senior notes (the “0.25% Senior Notes”, or “Notes”) due in April 2018, unless earlier purchased by the Company or converted and are therefore classified as current on the consolidated balance sheet as of January 31, 2018. Interest is payable semi-annually, in arrears on April 1 and October 1 of each year.
The 0.25% Senior Notes are governed by an indenture between the Company, as issuer, and U.S. Bank National Association, as trustee. The 0.25% Senior Notes are unsecured and do not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or other indebtedness, or the issuance or repurchase of securities by the Company.
If converted, holders of the 0.25% Senior Notes will receive cash equal to the principal amount, and at the Company’s election, cash, shares of the Company’s common stock, or a combination of cash and shares, for any amounts in excess of the principal amounts.
Certain terms of the conversion features of the 0.25% Senior Notes are as follows:
 
Conversion
Rate per $1,000
Par Value
 Initial Conversion Price per Share Convertible Date
0.25% Senior Notes15.0512
 $66.44
 January 1, 2018
Throughout the term of the 0.25% Senior Notes, the conversion rate may be adjusted upon the occurrence of certain events, including any cash dividends. Holders of the 0.25% Senior Notes will not receive any cash payment representing

accrued and unpaid interest upon conversion of a Note. Accrued but unpaid interest will be deemed to be paid in full upon conversion rather than canceled, extinguished or forfeited.
As of January 31, 2018, holders may convert the 0.25% Senior Notes at any time on or after the convertible date noted in the table above and as described in the indenture.
Holders of the 0.25% Senior Notes have the right to require the Company to purchase with cash all or a portion of the Notes upon the occurrence of a fundamental change, such as a change of control, at a purchase price equal to 100% of the principal amount of the 0.25% Senior Notes plus accrued and unpaid interest. Following certain corporate transactions that constitute a change of control, the Company will increase the conversion rate for a holder who elects to convert the 0.25% Senior Notes in connection with such change of control.
In accounting for the issuances of the 0.25% Senior Notes, the Company separated the 0.25% Senior Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 0.25% Senior Notes as a whole. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the 0.25% Senior Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.
As holders of the 0.25% Senior Notes are eligible to exercise their conversion option as of January 31, 2018, the equity component related to convertible debt instruments is required to be reclassified from permanent equity to temporary equity. Therefore, the difference between (1) the amount of cash deliverable upon conversion (i.e., par value of debt) and (2) the carrying value of the debt component has been reclassified from permanent equity to temporary equity.
In accounting for the transaction costs related to the 0.25% Senior Notes issuance, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Transaction costs attributable to the liability component are being amortized to expense over the terms of the 0.25% Senior Notes, and transaction costs attributable to the equity component were netted with the equity component in stockholders’ equity.
The 0.25% Senior Notes consisted of the following (in thousands):
 As of
 January 31,
2018
 January 31,
2017
Liability component:   
Principal (1)$1,026,821
 $1,150,000
Less: debt discount, net (2)(3,867) (29,954)
Less: debt issuance cost(366) (3,686)
Net carrying amount$1,022,588
 $1,116,360
(1)The effective interest rate of the 0.25% Senior Notes is 2.53%. The interest rate is based on the interest rates of similar liabilities at the time of issuance that did not have an associated convertible feature.
(2)Included in the consolidated balance sheets within Convertible 0.25% Senior Notes (which is classified as a current liability as of January 31, 2018 and a noncurrent liability as of January 31, 2017) and is amortized over the life of the 0.25% Senior Notes using the effective interest rate method.
The total estimated fair value of the Company's 0.25% Senior Notes atoutstanding senior unsecured notes (the “Senior Notes”) above was $8.8 billion and $10.3 billion as of January 31, 2018 was $1.8 billion.2023 and 2022, respectively. The fair value was determined based on the closing trading price per $100 of the 0.25% Senior Notes as of the last day of trading for the fourth quarter of fiscal 2018.
Based on2023 and the closing pricelast day of the Company’s common stocktrading of $113.91 on January 31, 2018, the if-converted value of the 0.25% Senior Notes exceeded their principal amount by approximately $733.6 million.
During fiscal 2018, $123.2 million of the 0.25% Senior Notes outstanding was converted by noteholders. The Company recorded a loss of approximately $0.2 million during fiscal 2018 related to the extinguishment of the 0.25% Senior Notes converted by noteholders, which represents the difference between2022, respectively, and are deemed Level 2 liabilities within the fair market value allocated to the liability component on the settlement date and the net carrying amountmeasurement framework.
83

Table of the liability component and unamortized debt issuance costs on the settlement date. AsContents
The contractual future principal payments for all borrowings as of January 31, 2018 the remaining principal balance of the 0.25% Senior Notes outstanding is approximately $1.03 billion. The remaining principal balance of the 0.25% Senior Notes matures in April 2018 unless earlier converted by noteholders.2023 were as follows (in millions):
Fiscal Period:
Fiscal 2024$1,182 
Fiscal 20251,000 
Fiscal 2026
Fiscal 2027
Fiscal 2028
Thereafter8,500 
Total principal outstanding$10,682 
Since January 31, 2018 through the filing date of this Form 10-K, $73.6 million of the remaining principal balance of the 0.25% Senior Notes has been converted or has requested conversion.Revolving Credit Facility

Note Hedges
To minimize the impact of potential economic dilution upon conversion of the Notes, the Company entered into convertible note hedge transactions with respect to its common stock (“0.25% Note Hedges”).
(in thousands, except for shares)Date Purchase Shares
0.25% Note HedgesMarch 2013 $153,800
 17,308,880
The 0.25% Note Hedges cover shares of the Company’s common stock at a strike price that corresponds to the initial conversion price of the 0.25% Senior Notes, also subject to adjustment, and are exercisable upon conversion of the Notes. The 0.25% Note Hedges will expire upon the maturity of the 0.25% Senior Notes. The 0.25% Note Hedges are intended to reduce the potential economic dilution upon conversion of the 0.25% Senior Notes in the event that the market value per share of the Company’s common stock, as measured under the 0.25% Senior Notes, at the time of exercise is greater than the conversion price of the 0.25% Senior Notes. The 0.25% Note Hedges are separate transactions and are not part of the terms of the 0.25% Senior Notes. Holders of the 0.25% Senior Notes will not have any rights with respect to the 0.25% Note Hedges. The 0.25% Note Hedges do not impact earnings per share.
As a result of the conversions of the 0.25% Senior Notes that were settled during fiscal 2018, the Company exercised its rights on the corresponding portion of the 0.25% Note Hedges and received approximately 675,000 shares of the Company's common stock.
Warrants
 Date 
Proceeds
(in thousands)
 Shares 
Strike
Price
0.25% WarrantsMarch 2013 $84,800
 17,308,880
 $90.40
In March 2013, the Company also entered into a warrants transaction (“0.25% Warrants”), whereby the Company sold warrants to acquire, subject to anti-dilution adjustments, shares of the Company’s common stock. If the 0.25% Warrants are not exercised on their exercise dates, which are in fiscal 2019, they will expire. For periods in which the market value per share of the Company's common stock exceeds the applicable exercise price of the 0.25% Warrants and the Company is profitable, the 0.25% Warrants have a dilutive effect on the Company's earnings per share. The 0.25% Warrants are separate transactions entered into by the Company and are not part of the terms of the 0.25% Senior Notes or the 0.25% Note Hedges. Holders of the 0.25% Senior Notes and 0.25% Note Hedges will not have any rights with respect to the 0.25% Warrants.
Term Loan
In July 2016,December 2020, the Company entered into a credit agreement (“Term Loan Credit Agreement”)Agreement with Bank of America,Citibank, N.A., as administrative agent, and certain other institutional lenders for a $500.0 million term loan facility (“Term Loan”) that matures in July 2019. The Term Loan will bear interest, at the Company’s option, at either a base rate plus a spread of 0.00% to 0.75% or an adjusted LIBOR rate plus a spread of 1.00% to 1.75%, in each case with such spread being determined based on the Company’s consolidated leverage ratio for the preceding four fiscal quarter period.
In July 2016, the Company borrowed the full $500.0 million under the Term Loan. All of the net proceeds of the Term Loan were for the purpose of partially funding the acquisition of Demandware.
Interest on the Term Loan is due and payable in arrears quarterly for loans bearing interest at a rate based on the base rate and at the end of an interest period in the case of loans bearing interest at the adjusted LIBOR rate.
All outstanding amounts under the Term Loan Credit Agreement will be due and payable in July 2019. The Company may prepay the Term Loan, in whole or in part, at any time without premium or penalty, subject to certain conditions, and amounts repaid or prepaid may not be reborrowed. The Company’s obligations under the Term Loan Credit Agreement are required to be guaranteed by certain of its subsidiaries meeting certain thresholds set forth in the Term Loan Credit Agreement.
The weighted average interest rate on the Term Loan was 2.2% for fiscal 2018. Accrued interest on the Term Loan was $0.3 million as of January 31, 2018. As of January 31, 2018, the noncurrent outstanding principal portion was $500.0 million.
Revolving Credit Facility
In July 2016, the Company entered into an Amended and Restated Credit Agreement (“Revolving(the “Revolving Loan Credit Agreement”) with Wells Fargo Bank, National Association, and certain other institutional lenders that provides for $1.0a $3.0 billion unsecured revolving credit facility (“Credit Facility”) thatand matures in July 2021. The Revolving Loan Credit Agreement amended and restated the Company’s existing revolving credit facility dated October 2014.December 2025. The Company may use the proceeds of future borrowings under the Credit Facility for refinancing other indebtedness, working capital, capital expenditures and other general corporate purposes, including permitted acquisitions.

The borrowings underwhich may include, without limitation, financing the Credit Facility bear interest, at the Company’s option, at a base rate plus a spread of 0.00%consideration for, fees, costs and expenses related to 0.75% or an adjusted LIBOR rate plus a spread of 1.00% to 1.75%, in each case with such spread being determined based on the Company’s consolidated leverage ratio for the preceding four fiscal quarter period. Interest is due and payable in arrears quarterly for loans bearing interest at a rate based on the base rate and at the end of an interest period in the case of loans bearing interest at the adjusted LIBOR rate. Regardless of what amounts, if any are outstanding under the Credit Facility,acquisition. In April 2022, the Company is also obligatedamended the Revolving Loan Credit Agreement to pay an ongoing commitment fee on undrawn amounts at a rate of 0.125% to 0.25%, with such rate being based on the Company’s consolidated leverage ratio for the preceding four fiscal quarter period, payable in arrears quarterly.reflect certain administrative changes.
In fiscal 2018, the Company paid down the remaining $200.0 million of outstanding borrowings under the Credit Facility. There were no outstanding borrowings under the Credit Facility as of January 31, 2018.2023. The Company continues to pay a commitment fee on the available amount of the Credit Facility.
Loan Assumed on 50 Fremont
The Company assumed a $200.0 million loan withFacility, which is included within other expense in the acquisitionCompany's consolidated statements of 50 Fremont (“Loan”). The Loan bears an interest rate of 3.75% per annum and is due in June 2023. Beginning in fiscal 2019, principal and interest payments are required, with the remaining principal due at maturity. For fiscal 2018 and 2017, total interest expense recognized was $7.5 million and $7.5 million, respectively. The Loan can be prepaid at any time subject to a yield maintenance fee. The agreement governing the Loan contains certain customary affirmative and negative covenants that the Company was in compliance with as of January 31, 2018.operations.
Interest Expense on Convertible Senior Notes, Term Loan, Credit Facility and Loan Assumed on 50 FremontDebt
The following table sets forth total interest expense recognized related to debt (in millions), which is included within other expense in the 0.25% Senior Notes,Company’s consolidated statements of operations:
 Fiscal Year Ended January 31,
 202320222021
Contractual interest expense$277 $198 $96 
Amortization of debt discounts and debt issuance costs10 18 14 
$287 $216 $110 
10. Restructuring
In January 2023, the Term Loan,Company announced a restructuring plan (the “Plan”) intended to reduce operating costs, improve operating margins, and continue advancing the Credit Facility and the Loan (in thousands):
 Fiscal Year Ended January 31,
 2018 2017 2016
Contractual interest expense$22,886
 $19,023
 $11,879
Amortization of debt issuance costs5,324
 5,403
 4,105
Amortization of debt discount25,943
 25,137
 24,504
 $54,153
 $49,563
 $40,488
9. Other Balance Sheet Accounts
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consistedCompany’s ongoing commitment to profitable growth. The Plan includes 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 Plan are expected to be substantially complete by the end of the Company’s fiscal 2024, subject to local law and consultation requirements. The actions associated with the real estate restructuring under the Plan are expected to be fully complete in fiscal 2026. The Company incurred approximately $828 million in charges in connection with the Plan in fiscal 2023, which consists of $683 million in charges related to employee transition, severance payments, employee benefits and share-based compensation and $145 million in exit charges associated with the office space reductions.
The following table summarizes the activities related to the restructuring for fiscal 2023 (in thousands)millions):
 As of
 January 31,
2018
 January 31,
2017
Prepaid income taxes$33,523
 $26,932
Other taxes receivable32,692
 34,177
Prepaid expenses and other current assets324,163
 218,418
 $390,378
 $279,527
Workforce reductionReal estate exits and office space reductionsTotal
Charges$683 $145 $828 
Payments(48)(25)(73)
Non-cash items(28)(120)(148)
Liability as of January 31, 2023$607 $$607 
Capitalized Software, net
Capitalized software, net atThe liability as of January 31, 2018 and 2017 was $146.1 million and $141.7 million, respectively. Accumulated amortization relating to capitalized software, net totaled $325.6 million and $250.9 million, respectively, at January 31, 2018 and 2017.
Capitalized internal-use software amortization expense totaled $74.7 million, $64.6 million and $49.9 million2023 for fiscal 2018, 2017 and 2016, respectively.
The Company capitalized $8.4 million, $7.2 million and $6.1 million of stock-based expensedrestructuring charges, which is related to capitalized internal-use software development during fiscal 2018, 2017 and 2016, respectively.

Other Assets, net
Other assets consisted of the following (in thousands):
 As of
 January 31,
2018
 January 31,
2017
Deferred income taxes, noncurrent, net$36,523
 $28,939
Long-term deposits23,518
 23,597
Domain names and patents, net22,779
 39,213
Customer contract assets (1)170,921
 281,733
Other141,899
 113,387
 $395,640
 $486,869
(1) Customer contract asset reflects the fair value of future billings of amounts that are contractually committed by acquired companies' existing customers as of the acquisition date.
Domain names and patents amortization expense was $17.0 million, $16.5 million and $15.5 million for fiscal 2018, 2017 and 2016, respectively.
Accounts Payable, Accrued Expenses and Other Liabilities
Accountsworkforce reduction, is included in accounts payable, accrued expenses and other liabilities consistedon the consolidated balance sheet.
84

Table of the following (in thousands):
 As of
 January 31,
2018
 January 31,
2017
Accounts payable$76,465
 $115,257
Accrued compensation960,453
 730,390
Non-cash equity liability (1)0
 68,355
Accrued income and other taxes payable305,861
 239,699
Capital lease obligation, current102,539
 102,106
Other current liabilities564,778
 496,857
 $2,010,096
 $1,752,664
(1) Non-cash equity liability represents the purchase price of shares issued to non-executive employees, for those shares exceeding previously registered ESPP shares at the time of sale to the extent the shares had not been subsequently sold by the employee purchaser. This liability was relieved in the fourth quarter of fiscal 2018.
Other Noncurrent Liabilities
Other noncurrent liabilities consisted of the following (in thousands):
 As of
 January 31,
2018
 January 31,
2017
Deferred income taxes and income taxes payable$115,717
 $99,378
Financing obligation - leased facility198,226
 200,711
Long-term lease liabilities and other479,197
 480,850
 $793,140
 $780,939
10.11. 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”).
As of January 31, 2018 and 2017, $62.8 million and $48.4 million, respectively, was withheld on behalf of employees for future purchases under the ESPP and is recorded in accounts payable, accrued expenses and other liabilities.

Prior to February 2006, options issued under the Company’s stock option plans generally had a term of 10 years. From February 1, 2006 through July 2013, options issued had a term of five years. After July 2013, options Options issued have a termterms 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,
Stock Options2018 2017 2016 
Volatility28.0 - 31.4
% 31.4 - 32.3
% 32.0 - 37.0
%
Estimated life3.5 years
  3.5 years
  3.5 years
 
Risk-free interest rate1.4 - 2.3
% 0.9 - 1.6
% 1.1 - 1.4
%
Weighted-average fair value per share of grants$22.71
  $19.13
  $20.22
 
 Fiscal Year Ended January 31,
ESPP2018 2017 2016
Volatility21.3- 27.6
% 28.2 - 35.2
% 30.0 - 34.0
%
Estimated life0.75 years
  0.75 years
  0.75 years
 
Risk-free interest rate1.1 - 1.7
% 0.5 - 1.0
% 0.1 - 0.8
%
Weighted-average fair value per share of grants$23.64
  $20.18
  $19.49
 
 Fiscal Year Ended January 31,
202320222021
Volatility34 - 40%34 - 37%28 - 37%
Estimated life3.5 years3.5 years3.5 years
Risk-free interest rate1.7 - 4.4%0.4 - 1.7%0.2 - 1.4%
Weighted-average fair value per share of grants$62.10 $59.34 $41.24 
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. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option pricing model.
DuringThe estimated forfeiture rate applied is based on historical forfeiture rates. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option pricing model.
In fiscal 2016, the Company granted a performance-based restricted stock unit award to the Chairman of the Board2023, 2022 and Chief Executive Officer and during fiscal 2017,2021, the Company granted performance-based restricted stock unit awards to certain executive officers,employees, including the ChairmanChair of the Board and Chief Executive Officer.Officer and other senior executives. The performance-based restricted stock unit awards are subject to vesting based on a performance-basedmarket-based condition and a service-based condition. At the end of the three-year service period, based on the Company's share price performance, these performance-based restricted stock units will vest in a percentage of the target number of shares between 0 and 200%,200 percent, depending on the extent the performance condition is achieved.

Stock option activity excluding the ESPP isfor fiscal 2023 was as follows:
   Options Outstanding
 
Shares
Available for
Grant
 
Outstanding
Stock
Options
 
Weighted-
Average
Exercise Price
 
Aggregate
Intrinsic Value (in thousands)
Balance as of January 31, 201716,531,822
 30,353,076
 $59.88
  
Increase in shares authorized:       
2013 Equity Incentive Plan37,009,109
 0
 0.00
  
2014 Inducement Plan16,198
 0
 0.00
  
Options granted under all plans(1,212,731) 1,212,731
 91.76
  
Restricted stock activity(3,302,885) 0
 0.00
  
Stock grants to board and advisory board members(211,588) 0
 0.00
  
Exercised0
 (8,288,960) 46.41
  
Plan shares expired(59,262) 0
 0.00
  
Canceled1,541,850
 (1,541,850) 71.66
  
Balance as of January 31, 201850,312,513
 21,734,997
 $65.96
 $1,042,149
Vested or expected to vest  20,533,483
 $65.40
 $996,145
Exercisable as of January 31, 2018  11,259,046
 $60.44
 $601,993
  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, 202266 21 $156.34 
Increase in shares authorized:
2013 Equity Incentive Plan44 
Options granted under all plans(8)205.90 
Restricted stock activity(32)
Exercised(3)97.47 
Plan shares expired or canceled(3)188.04 
Balance as of January 31, 202373 23 $175.23 $2,982 
Vested or expected to vest23 $173.38 $2,852 
Exercisable as of January 31, 202312 $149.40 $1,808 
The total intrinsic value of the options exercised during fiscal 2018, 20172023, 2022 and 20162021, was $373.0 million, $224.3 million$0.2 billion, $1.2 billion, and $291.3 million,$1.2 billion, respectively. The intrinsic value of options exercised during each year is calculated as the difference between the current 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 54.37 years.
As of January 31, 2018,2023, options to purchase 11,259,04612 million shares were vested at a weighted averageweighted-average exercise price of $60.44$149.40 per share and had a weighted-average remaining weighted-average contractual life of approximately 4.23.33 years. The total intrinsic value of these vested options based on the market value of the stock as of January 31, 2018 was $602.0 million.
During fiscal 2018, the Company recognized stock-based expense related to its equity plans for employees and non-employee directors of $997.0 million. As of January 31, 2018, the aggregate stock compensation remaining to be amortized to costs and expenses2023 was approximately $1.8 billion. The Company will amortize this stock compensation balance as follows: $855.4 million during fiscal 2019; $582.7 million during fiscal 2020; $318.1 million during fiscal 2021; $59.5 million during fiscal 2022; $17.2 million during fiscal 2023 and $8.0 million thereafter. The expected amortization reflects only outstanding stock awards as
85


  Options Outstanding Options Exercisable
Range of Exercise
Prices
 
Number
Outstanding
 
Weighted-
Average
Remaining
Contractual Life
(Years)
 
Weighted-
Average
Exercise
Price
 
Number of
Shares
 
Weighted-
Average
Exercise
Price
$0.86 to $52.30 4,142,116
 4.1 $36.78
 3,497,985
 $42.40
$53.60 to $58.86 624,358
 3.5 55.45
 467,363
 55.44
$59.34 4,440,985
 3.8 59.34
 3,285,181
 59.34
$59.37 to $75.01 1,365,236
 5.1 69.74
 533,919
 69.95
$75.57 5,129,107
 5.8 75.57
 1,271,214
 75.57
$76.48 to $80.62 574,675
 5.4 78.54
 210,894
 78.57
$80.99 to $112.89 5,458,520
 5.2 83.40
 1,992,490
 80.99
  21,734,997
 4.8 $65.96
 11,259,046
 $60.44
 Options OutstandingOptions 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
$0.76 to $118.042.5$82.60 $84.42 
$120.75 to $151.254.4140.34 138.14 
$154.144.0154.14 154.14 
$155.20 to $171.433.7162.03 161.25 
$176.98 to $215.174.9211.42 213.44 
$218.21 to $296.845.8224.52 239.94 
23 4.5$175.23 13 $149.40 
Restricted stock activity isfor fiscal 2023 was as follows:
 Restricted Stock Outstanding
 Outstanding 
Weighted-
Average
Exercise Price
 
Aggregate
Intrinsic
Value (in thousands)
Balance as of January 31, 201727,453,498
 $0.001
  
Granted - restricted stock units and awards3,519,847
 0.001
  
Canceled(2,013,813) 0.001
  
Vested and converted to shares(9,941,049) 0.001
  
Balance as of January 31, 201819,018,483
 $0.001
 $2,166,395
Expected to vest16,557,373
   $1,886,050
 Restricted Stock Outstanding
 Outstanding
(in millions)
Weighted-Average Grant Date Fair ValueAggregate
Intrinsic
Value (in millions)
Balance as of January 31, 202227 $202.85 
Granted - restricted stock units and awards18 201.34 
Granted - performance-based stock units203.28 
Canceled(5)203.07 
Vested and converted to shares(12)196.21 
Balance as of January 31, 202329 $204.62 $4,924 
Expected to vest26 $4,302 
The 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 vestsvest over four years. The total fair value of shares vested during fiscal 2018, 20172023 and 20162022 was $952.8 million, $640.2 million$2.1 billion and $667.6 million,$3.2 billion, respectively.
The aggregate expected stock-based compensation expense remaining to be recognized as of January 31, 2023 was as follows (in millions):
Fiscal Period:
Fiscal 2024$2,672 
Fiscal 20251,849 
Fiscal 20261,156 
Fiscal 2027207 
Total stock-based compensation expense$5,884 
The aggregate expected stock-based compensation expense remaining to be recognized reflects only outstanding stock awards as of January 31, 2023 and assumes no forfeiture activity. The aggregate expected stock-based expense remaining will be recognized over a weighted-average grant date fair valueperiod of the restricted stock issued for fiscal 2018, 2017 and 2016 was $95.85, $75.99 and $73.61, respectively.approximately two years.
86

Common Stock
The following number of shares of common stock were reserved and available for future issuance at January 31, 2018:
2023 (in millions):
Options outstanding21,734,99723 
Restricted stock awards and units and performanceperformance-based stock units outstanding19,018,48329 
Stock available for future grant:grant or issuance:
2013 Equity Incentive Plan49,650,94972 
2014 Inducement Plan550,832
Amended and Restated 2004 Employee Stock Purchase Plan7,518,90623 
Acquired equity plans110,732148 
Convertible Senior Notes15,454,888
Warrants17,308,880
131,348,667
During fiscal years 2018, 2017 and 2016, certain board members received stock grants totaling 57,832 shares of common stock, 62,632 shares of common stock and 67,041 shares of common stock, respectively for board services pursuant to the terms described in the 2013 Plan and previously, the 2004 Outside Directors Stock Plan. The expense related to these awards,

which was expensed immediately at the time of the issuance, totaled $5.3 million, $4.7 million and $4.8 million for fiscal 2018, 2017 and 2016, respectively.
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. The ability to issue preferred stock could delay or impede a change in control. As of January 31, 20182023 and 2017,2022, no shares of preferred stock were outstanding.
Share Repurchase Program
11.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.
During fiscal year ended January 31, 2022, the Company repurchased approximately 28 million shares of its common stock for approximately $4.0 billion at an average price per share of $144.94. All repurchases were made in open market transactions. As of January 31, 2023, the Company was authorized to purchase a remaining $6.0 billion of its common stock under the Share Repurchase Program, which was subsequently increased by an additional $10.0 billion in February 2023.
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12. Income Taxes
The domestic and foreign components of income (loss) before provision for (benefit from) income taxes consisted of the following (in thousands)millions):
 Fiscal Year Ended January 31,
 202320222021
Domestic$398 $1,338 $2,683 
Foreign262 194 (122)
$660 $1,532 $2,561 
 Fiscal Year Ended January 31,
 2018 2017 2016
Domestic$51,131
 $65,432
 $(49,558)
Foreign150,977
 (40,049) 113,837
 $202,108
 $25,383
 $64,279
The provision for (benefit from) income taxes consisted of the following (in thousands)millions):
 Fiscal Year Ended January 31,
 2018 2017 2016
Current:     
Federal$(6,733) $153
 $40,723
State1,792
 4,626
 13,023
Foreign85,361
 71,878
 57,347
Total80,420
 76,657
 111,093
Deferred:     
Federal(1,697) (182,848) 1,453
State342
 (35,808) (426)
Foreign(4,435) (12,250) (415)
Total(5,790) (230,906) 612
Provision for (benefit from) income taxes$74,630
 $(154,249) $111,705
 Fiscal Year Ended January 31,
 202320222021
Current:
Federal$173 $$(12)
State216 (16)53 
Foreign397 352 238 
Total786 342 279 
Deferred:
Federal(134)(181)228 
State(203)(57)66 
Foreign(16)(2,084)
Total(334)(254)(1,790)
Provision for (benefit from) income taxes$452 $88 $(1,511)
In fiscal 2017, the Company adopted Accounting Standards Update No. 2016-09, “Stock Compensation (Topic 718): Improvements to Employee Shared-Based Payment Accounting” ("ASU 2016-09"). The excess tax benefits from the vesting or the settlement of the stock awards recorded in the consolidated statement of operations during fiscal 2017 and fiscal 2018 were immaterial, after considering the change in the Company's valuation allowance. In fiscal 2016,2023, the Company recorded excessa tax benefitsprovision of $59.5$452 million directlyprimarily due to stockholders' equity.
In fiscal 2018, the Company recorded tax expense primarilytaxes from profitable jurisdictions outside of the United States.States which includes withholding taxes. In fiscal 2017,2022, the Company recorded a tax provision of $88 million primarily due to taxes from profitable jurisdictions outside of the United states, which was offset by a net U.S. tax benefit primarily due to excess tax benefits from stock-based compensation. In fiscal 2021, the Company changed its international corporate structure, which included the transfer of certain intangible property to Ireland resulting in a net tax benefit of $154.2 million. The most significant component of this tax amount was the benefit of $210.3 million resulting from a partial release of its valuation allowance in connection with the acquisition of Demandware. The net$2.0 billion related to foreign deferred tax liability from acquisitions provided an additional source of income to support the realizability of the Company's pre-existingassets. The deferred tax assets and as a result, the Company released a portion of its valuation allowance. The tax benefit associated with the release of the valuation allowance was partially offset by income taxes in profitable jurisdictions outside the United States. In addition,were recognized as a result of adopting ASU 2016-09the book and tax basis difference on the intangible property transferred to an Irish subsidiary and were based on the intangible property’s current fair value. The determination of the estimated fair value of the intangible property is complex and subject to judgement due to the use of subjective assumptions in the valuation models used by management. The tax amortization related to the intellectual property transferred will be recognized in future periods and any amortization that is unused in a particular year can be carried forward indefinitely under Irish tax laws. The deferred tax asset and the Company's valuation allowance, it did not record significant current tax expense forbenefit were measured based on the United States. In fiscal 2016, the Company recorded income taxes in profitable jurisdictions outside the United States and currentcurrently enacted Irish tax expense in the United States.rate. The Company had U.S.believes that it is more likely than not that the deferred tax assets will be realized in Ireland.

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current tax expense as a result of taxable income before considering certain excess tax benefits from stock options and vesting of restricted stock prior to the adoption of ASU 2016-09.
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 thousands)millions):
 Fiscal Year Ended January 31,
 2018 2017 2016
U.S. federal taxes at statutory rate (1)$68,313
 $8,884
 $22,498
State, net of the federal benefit(10,769) 838
 (5,260)
Foreign taxes in excess of the U.S. statutory rate (2)(34,809) 61,912
 (25,780)
Change in valuation allowance39,317
 (128,797) 139,565
Tax credits(107,260) (50,216) (48,943)
Non-deductible expenses52,636
 47,836
 26,841
Tax expense from acquisitions1,137
 568
 1,584
Excess tax benefits related to shared based compensation (3)(135,237) (95,030) 0
Effect of U.S. tax law change206,885
 0
 0
Other, net(5,583) (244) 1,200
Provision for (benefit from) income taxes$74,630
 $(154,249) $111,705
 Fiscal Year Ended January 31,
 202320222021
U.S. federal taxes at statutory rate$139 $322 $538 
State, net of the federal benefit29 (29)90 
Effects of non-U.S. operations (1)287 199 (1,817)
Tax credits(239)(263)(125)
Non-deductible expenses94 83 45 
Foreign-derived intangible income deduction(55)
(Windfall)/shortfall related to share-based compensation31 (323)(289)
Effect of U.S. tax law change23 
Change in valuation allowance171 101 15 
Other, net(5)(2)
Provision for (benefit from) income taxes$452 $88 $(1,511)
(1) The Company revised its statutory rate from 35.0 percent to 33.8 percent for fiscal 2018 to reflect the corporate tax rate reduction effective January 1, 2018 due to the Tax Act.
(2) In fiscal 2016, the Company amended its inter-company cost-sharing arrangement to exclude stock-based compensation as a resultFiscal 2021 effects of the U.S. Tax Court's opinion in Altera Corporation's ("Altera") litigation with the IRS, and accordingly, recorded anon-U.S. operations included tax benefit subject to the valuation allowance. Most of the Altera related tax benefits were reflected in the foreign taxes in excess of the U.S. statutory rate in fiscal 2016, which were partially offset by a change in valuation allowance. In fiscal 2018, the benefit resulted from higher foreign tax credits, which were offset by the valuation allowance.
(3) Starting fiscal 2017, the excess tax benefits resulting from the vesting or the settlement of the stock awards were recorded in the tax provision, which were offset by the valuation allowance in the U.S. jurisdiction.
In December 2017, the Tax Act was enacted into law, significantly changing income tax law that affects U.S. corporations. Key changes included a corporate tax rate reduction from 35 percent to 21 percent effective January 1, 2018, expensingtransfer of certain qualifiedintangible property significant changes to the U.S international tax system such as a one-time transition tax on accumulated foreign earnings, and how foreign earnings are subject to U.S. tax. Due to the timing of the Tax Act and additional guidance and interpretations that may be issued in the future, the Company has not completed its analysis of the effects of the Tax Act. However, for the period ended January 31, 2018, the Company recorded a provisional tax expense of $206.9 million associated with the re-measurement of deferred taxes for the corporate rate reduction, which was offset by a reduction in valuation allowance of $216.8 million. Accordingly, an insignificant provisional benefit was recorded. Based on the Company's provisional assessment, the transition tax had no impact to its income tax provision. The provisional estimates will be adjusted during the measurement period defined under SAB 118, based upon the Company's ongoing analysis of its data and tax positions along with new guidance from regulators and interpretations of the law.
The Company received certain tax incentives in Singapore in the form of reduced tax rates, which will expire in fiscal 2020.Ireland.
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. The Company recorded a provisional adjustment to its U.S. deferred income taxes as of January 31, 2018 to reflect the reduction in the corporate tax rate from 35 percent to 21 percent resulting from the Tax Act.

Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands)millions):
 As of January 31,
 20232022
Deferred tax assets:
Losses and deductions carryforward$268 $682 
Deferred stock-based compensation expense312 244 
Tax credits1,055 1,469 
Accrued liabilities470 300 
Intangible assets1,976 2,009 
Lease liabilities912 862 
Unearned revenue78 116 
Capitalized research & development914 
Other86 32 
Total deferred tax assets6,071 5,714 
Less valuation allowance(633)(463)
Deferred tax assets, net of valuation allowance5,438 5,251 
Deferred tax liabilities:
Capitalized costs to obtain revenue contracts(913)(817)
Purchased intangible assets(1,500)(1,902)
Depreciation and amortization(304)(178)
Basis difference on strategic and other investments(250)(337)
Lease right-of-use assets(767)(735)
Total deferred tax liabilities(3,734)(3,969)
Net deferred tax assets (liabilities)$1,704 $1,282 
 As of January 31,
 2018 2017
Deferred tax assets:   
Net operating loss carryforwards$617,370
 $1,018,080
Deferred stock-based expense78,706
 133,921
Tax credits496,695
 240,925
Deferred rent expense59,159
 65,779
Accrued liabilities113,182
 141,008
Basis difference on strategic and other investments41,441
 42,034
Financing obligation96,952
 140,539
Deferred cost sharing adjustment19,511
 30,351
Non-cash equity liability0
 26,155
Other14,382
 21,432
Total deferred tax assets1,537,398
 1,860,224
Less valuation allowance(974,706) (948,386)
Deferred tax assets, net of valuation allowance562,692
 911,838
Deferred tax liabilities:   
Deferred commissions(137,479) (139,641)
Purchased intangibles(204,678) (408,203)
Unrealized gains on investments(5,093) (8,547)
Depreciation and amortization(166,382) (251,782)
Deferred revenue(37,435) (98,997)
Total deferred tax liabilities(551,067) (907,170)
Net deferred tax assets$11,625
 $4,668
At January 31, 2018,2023, for federal income tax purposes, the Company had net operating loss carryforwards of approximately $2.7$0.2 billion, which expire in fiscal 20212024 through fiscal 2038 with the exception of post-2017 losses that do not expire, federal research and development tax credits of approximately $274.5$1.1 billion, which expire in fiscal 2025 through fiscal 2043, foreign tax credits of approximately $79 million, which expire in fiscal 20202029 through fiscal 2038, foreign tax credits of approximately $118.5 million, which expire in fiscal 2019 through fiscal 2028, and alternative minimum tax credits of $0.8 million, which the Company expects to receive as a refund under the Tax Act.2033. For California income tax purposes, the Company had net operating loss carryforwards of approximately $847.5 million$1.1 billion which expire beginning in fiscal 2019fiscal 2029 through fiscal 2039, California2043, California research and development tax credits of approximately $215.1$730 million, which do not expire, and $8.8 millionexpire.
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For other statesstates' income tax purposes, the Company had net operating loss carryforwards of approximately $1.2$1.1 billion, which expire beginning in fiscal 20192024 through fiscal 20372043 and tax credits of approximately $27.1$79 million, which expire beginning in fiscal 20212024 through fiscal 2033. 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 $633 million and $463 million as of January 31, 2023 and January 31, 2022 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 Company will continue to assess the realizability of the deferred tax assetsassessment requires significant judgment and is performed in each of the applicable jurisdictions going forward.jurisdictions. The increase in the valuation allowance during fiscal 2023 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, 2023, 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 may release all or a portion ofwill continue to evaluate the need for valuation allowances for its valuation allowance if there is sufficient positive evidence that outweighs the negative evidence, for example, if the trend in profitability continues.
Tax Benefits Related to Stock-Based Compensation
The incomedeferred tax benefit related to stock-based compensation was $264.9 million, $228.8 million and 180.2 million for fiscal 2018, 2017 and 2016, respectively, the majority of which was not recognized as a result of the valuation allowance.

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. The Company had gross unrecognized tax benefits of $304.0 million, $231.3 million, and $172.7 million as of January 31, 2018, 2017 and 2016 respectively.
A reconciliation of the beginning and ending balance of total unrecognized tax benefits for fiscal years 2018, 20172023, 2022 and 20162021 is as follows (in thousands)millions):
 Fiscal Year Ended January 31,
 202320222021
Beginning of period$1,822 $1,479 $1,433 
Tax positions taken in prior period:
Gross increases53 25 77 
Gross decreases(45)(27)(40)
Tax positions taken in current period:
Gross increases227 358 107 
Settlements(40)(87)
Lapse of statute of limitations(12)(7)(19)
Currency translation effect(30)(6)
End of period$1,975 $1,822 $1,479 
 Fiscal Year Ended January 31,
 2018 2017 2016
Beginning of period$231,317
 $172,741
 $146,188
Tax positions taken in prior period:     
Gross increases31,347
 18,254
 7,456
Gross decreases(6,364) (1,131) (7,264)
Tax positions taken in current period:     
Gross increases50,405
 57,872
 38,978
Settlements(615) (15,598) (8,684)
Lapse of statute of limitations(8,193) (1,261) (781)
Currency translation effect6,054
 440
 (3,152)
End of period$303,951
 $231,317
 $172,741
In fiscal 2023, 2022 and 2021, the Company reported a net increase of approximately $153 million, $343 million, and $46 million, respectively in its unrecognized tax benefits. The increase in unrecognized tax benefits during fiscal 2022 was primarily for acquisition related liabilities. For fiscal 2018, 20172023, 2022 and 20162021, total unrecognized tax benefits in an amount of $77.2 million, $73.0 million$1.5 billion, $1.3 billion and $56.2 million,$1.3 billion, respectively, if recognized, would reducehave reduced income tax expense and the Company’s effective tax rate after considering the impact of the change in valuation allowance in the U.S.rate.
The Company recognizes accruedhas recognized interest and penalties related to unrecognized tax benefits in the income tax provision. The Company recorded an immaterial amount for penalties and interest for eachprovision of fiscal 2018, 2017 and 2016. The balance in the non-current income tax payable related to penalties and interest was $6.3$49 million, $6.7$21 million and $6.3$25 million in fiscal 2023, 2022 and 2021, respectively. Interest and penalties accrued as of January 31, 2018, 20172023, 2022 and 2016,2021 were $107 million, $58 million and $37 million, respectively.
Certain prior year tax returns are currently being examined by various taxing authorities in countries including the United States, France, United KingdomGermany and Germany. In March 2017, the Company received the final notice of proposed adjustments primarily related to transfer pricing issues from the IRS for fiscal 2011 and fiscal 2012. Accordingly, the Company re-assessed and adjusted its reserves, which resulted in a net immaterial impact to the tax provision due to its valuation allowance. The Company is currently appealing the IRS proposed adjustments.Israel. 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. Generally, any adjustments resulting from the U.S. audits should not have a significant impact to the Company's tax provision due to its valuation allowance.
The Company has operations and taxable presence in multiple jurisdictions in the U.S. and outside of the U.S. Tax positions for the Company and its subsidiaries are subject to income tax audits by multiple tax jurisdictions around the world. The Company currently considers U.S. federal, and state, Canada, Japan, Australia, Germany, France, and the United Kingdom, Ireland and Israel to be major tax jurisdictions. The Company’s U.S. federal and state tax returns since February 1999, which was the inception of the Company,fiscal 2008 remain open to examination. With some exceptions, tax years prior to fiscal 20112017 in jurisdictions outside of U.S. are generally closed. However, in Japan and United Kingdom, the Company is no longer subject to examinations for years prior to fiscal 2014 and fiscal 2015, respectively.
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The Company anticipates it is reasonably possible that aan inconsequential decrease of its unrecognized tax benefits up to approximately $7.5 million may occur in the next 12 months, as the applicable statutes of limitations lapse.lapse, ongoing examinations are completed, or tax positions meet the conditions of being effectively settled.


12. Earnings (Loss)13. Net Income Per Share
Basic earnings/lossearnings per share is computed by dividing net income by the weighted-average number of common shares 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, warrants and the convertible senior notes.units. The dilutive effect of outstanding awards and convertible securities is reflected in diluted earnings per share by application of the treasury stock method. Diluted loss per share for fiscal 2016 is the same as basic loss per share as there was a net loss in fiscal 2016, and inclusion of potentially issuable shares was anti-dilutive.
A reconciliation of the denominator used in the calculation of basic and diluted earnings per share is as follows (in thousands)millions):
4Fiscal Year Ended January 31,
 202320222021
Numerator:
Net income$208 $1,444 $4,072 
Denominator:
Weighted-average shares outstanding for basic earnings per share992 955 908 
Effect of dilutive securities:
Employee stock awards19 22 
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share997 974 930 
 Fiscal Year Ended January 31,
 2018 2017 2016
Numerator:     
Net income (loss)$127,478
 $179,632
 $(47,426)
Denominator:     
Weighted-average shares outstanding for basic earnings (loss) per share714,919
 687,797
 661,647
Effect of dilutive securities:     
Convertible senior notes4,672
 1,906
 0
Employee stock awards14,163
 10,514
 0
Warrants844
 0
 0
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings (loss) per share734,598
 700,217
 661,647
The weighted-average number of shares outstanding used in the computation of diluted earnings per share does not include the effect of the following potentialpotentially outstanding common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted earnings per share because the effect would have been anti-dilutive (in thousands)millions):
 Fiscal Year Ended January 31,
 202320222021
Employee stock awards39 
 Fiscal Year Ended January 31,
 2018 2017 2016
Employee stock awards7,210
 10,527
 26,615
Convertible senior notes0
 0
 17,309
Warrants0
 17,309
 17,309
13. Commitments
Letters of Credit
As of January 31, 2018, the Company had a total of $99.9 million in letters of credit outstanding substantially in favor of certain landlords for office space. These letters of credit renew annually and expire at various dates through December 2030.
Leases
The Company leases facilities space and certain fixed assets under non-cancelable operating and capital leases with various expiration dates.

As of January 31, 2018, the future minimum lease payments under non-cancelable operating and capital leases are as follows (in thousands):
 Capital
Leases
 Operating
Leases
 Financing Obligation -Leased Facility (1)
Fiscal Period:     
Fiscal 2019$115,909
 $610,925
 $21,881
Fiscal 2020201,618
 540,391
 22,325
Fiscal 202177
 400,738
 22,770
Fiscal 202238
 298,641
 23,214
Fiscal 20233
 277,032
 23,658
Thereafter0
 1,155,600
 187,055
Total minimum lease payments317,645
 $3,283,327
 $300,903
Less: amount representing interest(22,328) 
 
Present value of capital lease obligations$295,317
 
 
(1) Total Financing Obligation - Leased Facility noted above represents the total obligation on the lease agreement including amounts allocated to interest and the implied lease for the land as noted in Note 5 “Property and Equipment.” As of January 31, 2018, $218.2 million of the total $300.9 million above was recorded to Financing obligation leased facility, of which the current portion is included in "Accounts payable, accrued expenses and other liabilities" and the noncurrent portion is included in “Other noncurrent liabilities” on the consolidated balance sheets.
The Company’s agreements for the facilities and certain services provide the Company with the option to renew. The Company’s future contractual obligations would change if the Company exercised these options.
The terms of the lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not paid. Of the total operating lease commitment balance of $3.3 billion, approximately $2.7 billion is related to facilities space. The remaining commitment amount is related to computer equipment and furniture and fixtures.
Rent expense for fiscal 2018, 2017 and 2016 was $285.2 million, $226.0 million and $174.6 million, respectively.
Other Purchase Commitments
In April 2016, the Company entered into an agreement with a third-party provider for certain infrastructure services for a period of four years. The Company paid $96.0 million in connection with this agreement during fiscal 2018. The agreement further provides that the Company will pay an additional $108.0 million in fiscal 2019 and $126.0 million in fiscal 2020.
14. Employee Benefit Plan
The Company has a 401(k) plan covering all eligible employees in the United States and a Registered Retirement Savings plan covering all eligible employees in Canada. Since January 1, 2006, the Company has been contributing to the plans. Total Company contributions during fiscal 2018, 2017 and 2016, were $93.2 million, $56.4 million and $45.6 million, respectively.
15. Legal Proceedings and Claims
In the ordinary course of business, the Company is or may be involved in various legal or regulatory proceedings, and 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, class actions, wage and hour and other claims. The Company has been, and may in the future be put on notice and/or sued by third-partiesthird 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. As a result,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-

monetarynon-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 all those described below, is not expected to have a material adverse impact on the Company’s consolidated results of operations, cash flows or financial position.statements. However, depending on the nature and timing of any such dispute, an unfavorablepayment 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.
InSlack Litigation
Beginning in September 2013, one of the Company’s subsidiaries, ExactTarget, Inc. (“ExactTarget”), was added as a defendant in a2019, seven purported class-action lawsuit that alleged that ExactTarget and oneclass action lawsuits were filed against Slack, its directors, certain of its customers, Simply Fashion Stores, Ltd. (“Simply Fashion”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”), violated filed with the Telephone Consumer Protection Act (“TCPA”) as a resultSEC. All but one of Simply Fashion’s text messaging campaigns and alleged failure to opt-out certain Simply Fashion customers from receiving messages.
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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 complaintremaining action was subsequently amended to remove Simply Fashion as a defendant andfiled in the lawsuit is currently before the United StatesU.S. District Court for the SouthernNorthern District of Indiana.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. Oral argument is scheduled for April 17, 2023. 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 seeks statutoryin 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 of Slack’s petition for a writ of certiorari in the Federal Action. The State Court remains stayed pending the Supreme Court’s decision in the Federal Action. The Federal Action and the State Court Action seek unspecified monetary damages and injunctive relief. While disputing the allegationsother relief on behalf of wrongdoing, the Company has reached a settlement of the lawsuit for approximately $6.3 million. The parties submitted the settlement agreementinvestors who purchased Slack’s Class A common stock issued pursuant and/or traceable to the Court for approval and the Court entered the preliminary approval order.  The Court set the final approval hearing for July 20, 2018.
16. Related-Party Transactions
In January 1999, the Salesforce.com Foundation, also referred to as the Foundation, was chartered on an idea of leveraging the Company’s people, technology, and resources to help improve communities around the world. The Company calls this integrated philanthropic approach the 1-1-1 model. Beginning in 2008, Salesforce.org, which is a non-profit public benefit corporation, was established to resell the Company's services to nonprofit organizations and certain higher education organizations.
The Company’s Chairman is the chairman of both the Foundation and Salesforce.org. The Company’s Chairman holds one of the three Foundation board seats. The Company’s Chairman, one of the Company’s employees and one of the Company’s board members hold three of Salesforce.org’s nine board seats. The Company does not control the Foundation’s or Salesforce.org's activities, and accordingly, the Company does not consolidate either of the related entities' statement of activities with its financial results.
Since the Foundation’s and Salesforce.org’s inception, the Company has provided at no charge certain resources to those entities' employees such as office space, furniture, equipment, facilities, services, and other resources. The value of these items was approximately $11.2 million, $3.3 million and $1.2 million for fiscal 2018, 2017 and 2016, respectively.
Additionally, the Company allows Salesforce.org to donate subscriptions of the Company’s services to other qualified non-profit organizations. The Company also allows Salesforce.org to resell the Company’s service to non-profit organizations and certain education entities. The Company does not charge Salesforce.org for these subscriptions, therefore income from subscriptions sold to non-profit organizations is donated back to the community through charitable grants made by the Foundation and Salesforce.org. The value of the subscriptions sold by Salesforce.org pursuant to the reseller agreement, as amended, was approximately $182.6 million, $112.4 million and $69.9 million for fiscal 2018, 2017 and 2016, respectively.
As described in Note 6 “Business Combinations,” the Company's Chairman held an ownership interest in an acquisition that was completed by the Company in April 2016.
17. Subsequent events
In March 2018, Salesforce Ventures, a wholly owned subsidiary of the Company, entered into an agreement to make a strategic investment, through a private placement, in a late stage technology company. The Company had initially invested $5.0 million in this company in fiscal 2015 and the agreement provides that the Company will invest an additional $100.0 million in this company, subject to certain contingencies. This investment is expected to occur in the Company's first quarter of fiscal 2019, and will be one of the Company’s largest strategic investments to date. The Company expects its ownership interest after this investment to be less than five percent of the investee company’s outstanding shares.

18. Selected Quarterly Financial Data (Unaudited)
Selected summarized quarterly financial information for fiscal 2018 and 2017 is as follows:Registration Statement.
92
 1st
Quarter
 2nd
Quarter
 3rd
Quarter
 4th
Quarter
 Fiscal Year
 (in thousands, except per share data)
Fiscal 2018         
Revenues$2,387,579
 $2,561,589
 $2,679,841
 $2,851,003
 $10,480,012
Gross profit1,737,024
 1,890,922
 1,965,333
 2,113,211
 7,706,490
Income (loss) from operations(8,882) 50,793
 115,988
 77,869
 235,768
Net income (loss)$(9,207) $17,736
 $51,394
 $67,555
 $127,478
Basic net income (loss) per share$(0.01) $0.02
 $0.07
 $0.09
 $0.18
Diluted net income (loss) per share$(0.01) $0.02
 $0.07
 $0.09
 $0.17
Fiscal 2017         
Revenues$1,916,603
 $2,036,618
 $2,144,775
 $2,293,988
 $8,391,984
Gross profit1,419,622
 1,511,039
 1,559,253
 1,668,031
 6,157,945
Income (loss) from operations51,986
 32,551
 3,036
 (23,345) 64,228
Net income (loss)$38,759
 $229,622
 $(37,309) $(51,440) $179,632
Basic net income (loss) per share$0.06
 $0.34
 $(0.05) $(0.07) $0.26
Diluted net income (loss) per share$0.06
 $0.33
 $(0.05) $(0.07) $0.26

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.CONTROLS AND PROCEDURES
ITEM 9A.     CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officerofficers and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our principal executive officerofficers and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level, that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chiefco-chief executive officerofficers and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.
(b) Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our chiefco-chief executive officerofficers and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 20182023 based on the guidelines established in the Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
As a result of COVID-19, and as described above, we took precautionary actions to re-evaluate and refine our financial reporting process to provide reasonable assurance that we could report our financial results accurately and timely.
Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of January 31, 2018.2023. We reviewed the results of management’s assessment with our Audit Committee.
The effectiveness of our internal control over financial reporting as of January 31, 20182023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.
(c) Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended January 31, 20182023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
(d) Inherent Limitations on Effectiveness of Controls
Our management, including our chiefco-chief executive officerofficers and chief financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based
93

in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because

of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ITEM 9B.OTHER INFORMATION
ITEM 9B.     OTHER INFORMATION
Not applicable.


ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
94

PART IIIIII.


ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information concerning our directors, compliance with Section 16(a) of the Exchange Act, our Audit Committee and any changes to the process by which stockholders may recommend nominees to the Board required by this Item are incorporated herein by reference to information contained in the Proxy Statement, including “Directors and Corporate Governance” and, “Sectionas applicable, “Delinquent Section 16(a) Beneficial Ownership Reporting Compliance.Reports.
The information concerning our executive officers required by this Item is incorporated by reference herein to the section of this Annual Report on Form 10-K in Part I, entitled “Executive Officers of the Registrant.“Information About Our Executive Officers.
We have adopted a code of ethics, our Code of Conduct, which applies to all employees, including our principalchief executive officer, Marc Benioff, principal financial officer, Mark Hawkins,Amy Weaver, principal accounting officer, Joe Allanson,Sundeep Reddy and all other executive officers. The Code of Conduct is available on our website at http://investor.salesforce.com/about-us/investor/corporate-governance/. A copy may also be obtained without charge by contacting Investor Relations, salesforce.com, inc.Salesforce, Inc., The Landmark @ One Market, Suite 300,Salesforce Tower, 415 Mission St, 3rd Fl, San Francisco, California 94105 or by calling (415) 901-7000.
We plan to post on our website at the address described above future amendments and waivers of our Code of Conduct as permittedrequired under applicable NYSE and SEC rules.


ITEM 11.EXECUTIVE COMPENSATION
ITEM 11.     EXECUTIVE COMPENSATION
The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Compensation Discussion and Analysis,” “Committee Reports,” “Directors and Corporate Governance” and “Executive Compensation and Other Matters.”


ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Equity Compensation Plan Information.”


ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Directors and Corporate Governance” and “Employment Contracts and Certain Transactions.”


ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES
ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated herein by reference to information contained in the Proxy Statement, including “Ratification of Appointment of Independent Auditors.”



95

PART IV


ITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
ITEM 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this Annual Report on Form 10-K:
1. Financial Statements: The information concerning our financial statements, and Report of Independent Registered Public Accounting Firm required by this Item is incorporated by reference herein to the section of this Annual Report on Form 10-K in Item 8, entitled “Consolidated Financial Statements and Supplementary Data.“Financial Statements.
2. Financial Statement Schedules: Schedule II Valuation and Qualifying Accounts is filed as part of this Annual Report on Form 10-K and should be read in conjunction with the Consolidated Financial Statements and Notes thereto.
The Financial Statement Schedules not listed have been omitted because they are not applicable or are not required or are not present in material amounts or the information required to be set forth herein is included in the Consolidated Financial Statements or Notes thereto.
3. Exhibits: See “Index to Exhibits.”
(b) Exhibits. The exhibits listed below in the accompanying “Index to Exhibits” are filed or incorporated by reference as part of this Annual Report on Form 10-K.
(c) Financial Statement Schedules.

salesforce.com, inc.ITEM 16.     10-K SUMMARY
Schedule II Valuation and Qualifying Accounts
Description 
Balance at
beginning of
year
 Additions 
Deductions
write-offs
 
Balance at
end of
year
Fiscal year ended January 31, 2018        
Allowance for doubtful accounts $12,039,000
 30,841,000
 (21,917,000) $20,963,000
Fiscal year ended January 31, 2017        
Allowance for doubtful accounts $10,488,000
 $17,591,000
 $(16,040,000) $12,039,000
Fiscal year ended January 31, 2016        
Allowance for doubtful accounts $8,146,000
 $14,738,000
 $(12,396,000) $10,488,000

ITEM 16.10-K SUMMARY


Omitted at registrant’s option.



Index to Exhibits
Exhibit
No.
Provided
Herewith
Incorporated by Reference
Exhibit DescriptionFormSEC File No.ExhibitFiling Date
3.18-K001-322243.14/4/2022
3.28-K001-322243.112/16/2022
4.110-Q001-322244.16/1/2022
4.28-K001-322244.14/11/2018
4.38-K001-322244.24/11/2018
4.48-K001-322244.27/12/2021
4.58-K001-322244.17/21/2021
4.68-K001-322244.27/21/2021
4.78-K001-322244.37/21/2021
4.8X
10.1*S-8333-2655554.36/13/2022
96

Exhibit
No.
   
Provided
Herewith
 Incorporated by Reference
Exhibit Description Form SEC File No. Exhibit Filing Date
3.1    8-K 001-32224 3.1
 6/3/2016
3.2    8-K 001-32224 3.2
 3/21/2016
4.1    S-1/A 333-111289 4.2
 4/20/2004
4.2    8-K 001-32224 4.1
 3/18/2013
10.1*    S-1/A 333-111289 10.1
 4/20/2004
10.2*    8-K 001-32224 10.1
 6/7/2017
10.3*    8-K 001-32224 10.2
 6/7/2017
10.4*    S-8 333-211510 4.1
 5/20/2016
10.5*    S-8 333-213685 4.3
 9/16/2016
10.6*    10-Q 001-32224 10.4
 8/25/2017
10.7*    10-Q 001-32224 10.5
 8/25/2017
10.8*    10-Q 001-32224 10.6
 8/25/2017
10.9*    10-K 001-32224 10.7
 3/6/2015
10.10    10-Q 001-32224 10.5
 8/25/2015
10.11    10-Q 001-32224 10.4
 8/25/2015
10.12    10-Q 001-32224 10.1
 11/20/2015
10.13    10-Q 001-32224 10.1
 8/25/2017
10.14    10-Q 001-32224 10.1
 11/22/2017
10.15*    10-K 001-32224 10.11
 3/9/2012
10.16*    8-K 001-32224 10.1
 6/11/2013

Exhibit
No.
Provided
Herewith
Incorporated by Reference
Exhibit DescriptionFormSEC File No.ExhibitFiling Date
10.2*S-8333-2655554.46/13/2022
10.3*S-1/A333-11128910.14/20/2004
10.4*S-8333-2115104.15/20/2016
10.5*10-Q001-3222410.36/1/2022
10.6*10-Q001-3222410.46/1/2022
10.7*10-Q001-3222410.56/1/2022
10.8*10-Q001-3222410.66/1/2022
10.9*10-Q001-3222410.76/1/2022
10.10*S-8333-2655574.36/13/2022
10.11*10-K001-3222410.133/9/2009
10.12*  10-K 001-32224 10.14 3/9/2009
10.13*10-K001-3222410.163/5/2020
10.14*10-K001-3222410.183/5/2020
10.15*10-K001-3222410.173/17/2021
10.16*X
10.17*X
10.1810-Q001-3222410.25/30/2014
10.1910-Q001-3222410.211/26/2014
10.2010-Q001-3222410.96/1/2022
97

Exhibit
No.
   
Provided
Herewith
 Incorporated by Reference
Exhibit Description Form SEC File No. Exhibit Filing Date
10.17*    8-K 001-32224 10.1
 6/30/2014
10.18*    10-K 001-32224 10.13
 3/9/2009
10.19*    10-K 001-32224 10.14
 3/9/2009
10.20*    10-K 001-32224 10.17
 3/6/2017
10.21    8-K 001-32224 10.2
 3/18/2013
10.22    8-K 001-32224 10.3
 3/18/2013
10.23    10-Q 001-32224 10.2
 5/30/2014
10.24    10-Q 001-32224 10.2
 11/26/2014
10.25    8-K 001-32224 10.1
 7/11/2016
10.26    8-K 001-32224 10.2
 7/11/2016
12.1  X        
21.1  X        
23.1  X        
24.1  X        
31.1  X        
31.2  X        
32.1  X        
101.INS XBRL Instance Document          
Exhibit
No.
Provided
Herewith
Incorporated by Reference
Exhibit DescriptionFormSEC File No.ExhibitFiling Date
10.218-K001-3222410.212/23/2020
10.228-K001-3222499.11/27/2023
21.1X
23.1X
24.1X
31.1X
31.2X
32.1X
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Extension Definition
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104The Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101)


Exhibit
No.
*
Provided
Herewith
Incorporated by Reference
Exhibit DescriptionFormSEC File No.ExhibitFiling Date
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Extension Definition
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document

*Indicates a management contract or compensatory plan or arrangement.



98

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Dated: March 8, 2023
Dated: March 9, 2018Salesforce, Inc.
salesforce.com, inc.
By:
By:
/S/    MARK J. HAWKINS        s/ AMY WEAVER
Mark J. HawkinsAmy Weaver
President and

Chief Financial Officer

(Principal Financial Officer)
Dated: March 8, 2023
Salesforce, Inc.
By:
/s/ SUNDEEP REDDY
Sundeep Reddy
Dated: March 9, 2018
salesforce.com, inc.
By:
/S/    JOE ALLANSON        
Joe Allanson
Executive Vice President
and
Chief Accounting Officer
and Corporate Controller

(Principal Accounting Officer)





99

POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Marc Benioff, Mark J. Hawkins, Joe AllansonAmy Weaver, Sundeep Reddy and Amy Weaver,Todd Machtmes, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
100


Signature

Title

Date
/s/ Marc BenioffChair of the Board and Chief Executive Officer (Principal Executive Officer)March 8, 2023
Marc Benioff
SignatureTitleDate
/s/    MARC BENIOFF
Chairman of the Board of Directors
 and Chief Executive Officer
(Principal Executive Officer)
March 9, 2018
Marc Benioff
/s/ MARK J. HAWKINS
Amy Weaver
President and Chief Financial Officer
(Principal Financial Officer)
March 9, 20188, 2023
Mark J. HawkinsAmy Weaver
/s/ JOE ALLANSON
Sundeep Reddy
Executive Vice President and Chief Accounting Officer and Corporate Controller
(Principal(Principal Accounting Officer)
March 9, 20188, 2023
Joe AllansonSundeep Reddy
/s/ KEITH BLOCK
Laura Alber
Director, Vice Chairman, President and Chief Operating Officer

March 9, 2018
Keith Block
/s/    CRAIG CONWAY
DirectorMarch 9, 20188, 2023
Craig ConwayLaura Alber
/s/ ALAN HASSENFELD
Craig Conway
DirectorMarch 9, 20188, 2023
Alan HassenfeldCraig Conway
/s/ NEELIE KROES
Arnold Donald
DirectorMarch 9, 20188, 2023
Neelie KroesArnold Donald
/s/ COLIN POWELL
Parker Harris
 Director, Co-FounderMarch 8, 2023
Parker Harris
/s/ Alan HassenfeldDirectorMarch 9, 20188, 2023
Colin PowellAlan Hassenfeld
/s/ SANFORD R. ROBERTSON
Neelie Kroes
DirectorMarch 9, 20188, 2023
Neelie Kroes
/s/ Sachin MehraDirectorMarch 8, 2023
Sachin Mehra
/s/ Mason MorfitDirectorMarch 8, 2023
Mason Morfit
/s/ Oscar MunozDirectorMarch 8, 2023
Oscar Munoz
/s/ Sanford R. Robertson
/s/    JOHN V. ROOS
DirectorMarch 9, 20188, 2023
Sanford R. Robertson
/s/ John V. Roos
/s/    BERNARD TYSON
DirectorMarch 9, 20188, 2023
Bernard TysonJohn V. Roos
/s/ ROBIN WASHINGTON
Robin L. Washington
DirectorMarch 9, 20188, 2023
Robin L. Washington
/s/ MAYNARD WEBB
Maynard Webb
DirectorMarch 9, 20188, 2023
Maynard Webb
/s/ SUSAN WOJCICKI
Susan Wojcicki
DirectorMarch 9, 20188, 2023
Susan Wojcicki

111101