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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-Q(Mark One)Quarterly report pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934For the quarterly period ended October 31,2024ORTransition report pursuant to Section 13 or 15(d)of the Securities Exchange Act

2、of 1934For the transition period from to.Commission File Number:001-32224 Salesforce,Inc.(Exact name of Registrant as specified in its charter)Delaware94-3320693(State or other jurisdiction ofincorporation or organization)(IRS EmployerIdentification No.)Salesforce Tower415 Mission Street,3rd FlSan F

3、rancisco,California 94105(Address of principal executive offices)Telephone Number:(415)901-7000(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the ActTitle of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,par valu

4、e$0.001 per shareCRMNew York Stock ExchangeIndicate 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(the“ExchangeAct”)during the preceding 12 months(or for such shorter period that the Registrant was requir

5、ed to file such reports),and(2)has been subject to such filing requirements for thepast 90 days.Yes x No Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)duri

6、ng the preceding 12 months(or for such shorter period that the Registrant was required to submit such files).Yes x No Indicate by check mark whether the Registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company or an emerging growthcompany.See t

7、he definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate

8、by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the Registrant is a shell company(as defined in Rule 12b-2 of

9、 the Exchange Act).Yes No xAs of November 27,2024,there were approximately 957 million shares of the Registrants Common Stock outstanding.1Table of ContentsINDEX Page No.PART I.FINANCIAL INFORMATION Item 1.Financial Statements:Condensed Consolidated Balance Sheets as of October 31,2024 and January 3

10、1,20243Condensed Consolidated Statements of Operations for the three and nine months ended October 31,2024 and 20234Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended October 31,2024 and20235Condensed Consolidated Statements of Stockholders Equity for the t

11、hree and nine months ended October 31,2024 and 20236Condensed Consolidated Statements of Cash Flows for the three and nine months ended October 31,2024 and 20237Notes to Condensed Consolidated Financial Statements9Item 2.Managements Discussion and Analysis of Financial Condition and Results of Opera

12、tions30Item 3.Quantitative and Qualitative Disclosures About Market Risk43Item 4.Controls and Procedures46PART II.OTHER INFORMATIONItem 1.Legal Proceedings47Item 1A.Risk Factors47Item 2.Unregistered Sales of Equity Securities and Use of Proceeds71Item 3.Defaults Upon Senior Securities71Item 4.Mine S

13、afety Disclosures71Item 5.Other Information71Item 6.Exhibits71Signatures732Table of ContentsPART I.FINANCIAL INFORMATIONITEM 1.FINANCIAL STATEMENTSSalesforce,Inc.Condensed Consolidated Balance Sheets(in millions)October 31,2024January 31,2024Assets(unaudited)Current assets:Cash and cash equivalents$

14、7,997$8,472 Marketable securities4,760 5,722 Accounts receivable,net4,741 11,414 Costs capitalized to obtain revenue contracts,net1,836 1,905 Prepaid expenses and other current assets2,091 1,561 Total current assets21,425 29,074 Property and equipment,net3,416 3,689 Operating lease right-of-use asse

15、ts,net2,167 2,366 Noncurrent costs capitalized to obtain revenue contracts,net2,121 2,515 Strategic investments4,845 4,848 Goodwill49,093 48,620 Intangible assets acquired through business combinations,net4,119 5,278 Deferred tax assets and other assets,net4,209 3,433 Total assets$91,395$99,823 Liab

16、ilities and stockholders equityCurrent liabilities:Accounts payable,accrued expenses and other liabilities$5,331$6,111 Operating lease liabilities,current572 518 Unearned revenue13,472 19,003 Debt,current0 999 Total current liabilities19,375 26,631 Noncurrent debt8,432 8,427 Noncurrent operating lea

17、se liabilities2,420 2,644 Other noncurrent liabilities2,643 2,475 Total liabilities32,870 40,177 Stockholders equity:Common stock1 1 Treasury stock,at cost(19,414)(11,692)Additional paid-in capital63,114 59,841 Accumulated other comprehensive loss(225)(225)Retained earnings15,049 11,721 Total stockh

18、olders equity58,525 59,646 Total liabilities and stockholders equity$91,395$99,823 See accompanying Notes.3Table of ContentsSalesforce,Inc.Condensed Consolidated Statements of Operations(in millions,except per share data)(unaudited)3Three Months Ended October 31,Nine Months Ended October 31,20242023

19、20242023Revenues:Subscription and support$8,879$8,141$26,228$23,789 Professional services and other565 579 1,674 1,781 Total revenues9,444 8,720 27,902 25,570 Cost of revenues(1)(2):Subscription and support1,501 1,571 4,617 4,596 Professional services and other604 584 1,809 1,797 Total cost of reven

20、ues2,105 2,155 6,426 6,393 Gross profit7,339 6,565 21,476 19,177 Operating expenses(1)(2):Research and development1,356 1,204 4,073 3,631 Sales and marketing3,323 3,173 9,786 9,440 General and administrative711 632 2,069 1,902 Restructuring56 55 163 815 Total operating expenses5,446 5,064 16,091 15,

21、788 Income from operations1,893 1,501 5,385 3,389 Losses on strategic investments,net(217)(72)(217)(242)Other income70 58 282 158 Income before provision for income taxes1,746 1,487 5,450 3,305 Provision for income taxes(219)(263)(961)(615)Net income$1,527$1,224$4,489$2,690 Basic net income per shar

22、e$1.60$1.26$4.66$2.76 Diluted net income per share$1.58$1.25$4.60$2.73 Shares used in computing basic net income per share956 972 963 976 Shares used in computing diluted net income per share965 981 975 985(1)Amounts include amortization of intangible assets acquired through business combinations,as

23、 follows:Three Months Ended October 31,Nine Months Ended October 31,2024202320242023Cost of revenues$131$245$600$743 Sales and marketing223 223 669 668(2)Amounts include stock-based compensation expense,as follows:Three Months Ended October 31,Nine Months Ended October 31,2024202320242023Cost of rev

24、enues$135$109$386$324 Research and development278 238 814 735 Sales and marketing312 275 911 815 General and administrative95 71 267 223 Restructuring0 0 2 16 See accompanying Notes.4Table of ContentsSalesforce,Inc.Condensed Consolidated Statements of Comprehensive Income(in millions)(unaudited)3Thr

25、ee Months Ended October 31,Nine Months Ended October 31,2024202320242023Net income$1,527$1,224$4,489$2,690 Other comprehensive income(loss),net of reclassification adjustments:Foreign currency translation and other gains(losses)4(65)(23)(54)Unrealized gains(losses)on marketable securities and privat

26、ely helddebt securities9(9)27 2 Other comprehensive income(loss),before tax13(74)4(52)Tax effect(2)1(4)(5)Other comprehensive income(loss),net11(73)0(57)Comprehensive income$1,538$1,151$4,489$2,633 See accompanying Notes.5Table of ContentsSalesforce,Inc.Condensed Consolidated Statements of Stockhold

27、ers Equity(in millions)(unaudited)Three and Nine Months Ended October 31,2024 Common StockTreasury StockAdditionalPaid-inCapitalAccumulated OtherComprehensiveLossRetainedEarningsTotalStockholdersEquity SharesAmountSharesAmountBalance at January 31,20241,035$1(64)$(11,692)$59,841$(225)$11,721$59,646

28、Common stock issued7 0 0 0 352 0 0 352 Common stock repurchased0 0(7)(2,168)0 0 0(2,168)Stock-based compensation0 0 0 0 753 0 0 753 Other comprehensive loss,net of tax0 0 0 0 0(45)0(45)Cash dividends declared0 0 0 0 0 0(388)(388)Net income0 0 0 0 0 0 1,533 1,533 Balance at April 30,20241,042$1(71)$(

29、13,860)$60,946$(270)$12,866$59,683 Common stock issued5 0 0 0 384 0 0 384 Common stock repurchased0 0(18)(4,322)0 0 0(4,322)Stock-based compensation0 0 0 0 813 0 0 813 Other comprehensive income,net of tax0 0 0 0 0 34 0 34 Cash dividends declared0 0 0 0 0 0(388)(388)Net income0 0 0 0 0 0 1,429 1,429

30、 Balance at July 31,20241,047 1(89)(18,182)62,143(236)13,907 57,633 Common stock issued3 0 0 0 148 0 0 148 Common stock repurchased0 0(5)(1,232)0 0 0(1,232)Stock-based compensation0 0 0 0 823 0 0 823 Other comprehensive income,net of tax0 0 0 0 0 11 0 11 Cash dividends declared0 0 0 0 0 0(385)(385)N

31、et income0 0 0 0 0 0 1,527 1,527 Balance at October 31,20241,050$1(94)$(19,414)$63,114$(225)$15,049$58,525 Three and Nine Months Ended October 31,2023Common StockTreasury StockAdditionalPaid-inCapitalAccumulated OtherComprehensiveLossRetainedEarningsTotalStockholdersEquitySharesAmountSharesAmountBal

32、ance at January 31,20231,009$1(28)$(4,000)$55,047$(274)$7,585$58,359 Common stock issued7 0 0 0 283 0 0 283 Common stock repurchased0 0(11)(2,144)0 0 0(2,144)Stock-based compensation0 0 0 0 696 0 0 696 Other comprehensive income,net of tax0 0 0 0 0 19 0 19 Net income0 0 0 0 0 0 199 199 Balance at Ap

33、ril 30,20231,016$1(39)$(6,144)$56,026$(255)$7,784$57,412 Common stock issued7 0 0 0 595 0 0 595 Common stock repurchased0 0(9)(1,913)0 0 0(1,913)Stock-based compensation0 0 0 0 724 0 0 724 Other comprehensive loss,net of tax0 0 0 0 0(3)0(3)Net income0 0 0 0 0 0 1,267 1,267 Balance at July 31,20231,0

34、23 1(48)(8,057)57,345(258)9,051 58,082 Common stock issued3 0 0 0 111 0 0 111 Common stock repurchased0 0(9)(1,947)0 0 0(1,947)Stock-based compensation expense0 0 0 0 693 0 0 693 Other comprehensive loss,net of tax0 0 0 0 0(73)0(73)Net income0 0 0 0 0 0 1,224 1,224 Balance at October 31,20231,026 1(

35、57)(10,004)58,149(331)10,275 58,090 See accompanying Notes.6Table of ContentsSalesforce,Inc.Condensed Consolidated Statements of Cash Flows(in millions)(unaudited)3Three Months Ended October 31,Nine Months Ended October 31,2024202320242023Operating activities:Net income$1,527$1,224$4,489$2,690 Adjus

36、tments to reconcile net income to net cash provided by operatingactivities:Depreciation and amortization(1)814 862 2,600 3,006 Amortization of costs capitalized to obtain revenue contracts,net525 482 1,568 1,428 Stock-based compensation expense820 693 2,380 2,113 Losses on strategic investments,net2

37、17 72 217 242 Changes in assets and liabilities,net of business combinations:Accounts receivable,net655 550 6,681 5,905 Costs capitalized to obtain revenue contracts,net(430)(300)(1,105)(906)Prepaid expenses and other current assets and other assets(272)(407)(1,263)(750)Accounts payable and accrued

38、expenses and other liabilities32 172(503)(1,607)Operating lease liabilities(144)(139)(387)(474)Unearned revenue(1,761)(1,677)(5,555)(4,816)Net cash provided by operating activities1,983 1,532 9,122 6,831 Investing activities:Business combinations,net of cash acquired(179)(82)(517)(82)Purchases of st

39、rategic investments(67)(103)(374)(390)Sales of strategic investments13 80 118 102 Purchases of marketable securities(1,239)(661)(5,041)(2,827)Sales of marketable securities554 315 3,652 1,117 Maturities of marketable securities905 563 2,439 1,810 Capital expenditures(204)(166)(504)(589)Net cash used

40、 in investing activities(217)(54)(227)(859)Financing activities:Repurchases of common stock(1,285)(1,925)(7,753)(5,928)Proceeds from employee stock plans321 274 1,056 1,085 Principal payments on financing obligations(100)(114)(505)(506)Repayments of debt0 0(1,000)(1,182)Payments of dividends(382)0(1

41、,154)0 Net cash used in financing activities(1,446)(1,765)(9,356)(6,531)Effect of exchange rate changes(5)(32)(14)(4)Net increase(decrease)in cash and cash equivalents315(319)(475)(563)Cash and cash equivalents,beginning of period7,682 6,772 8,472 7,016 Cash and cash equivalents,end of period$7,997$

42、6,453$7,997$6,453(1)Includes amortization of intangible assets acquired through business combinations,depreciation of fixed assets and amortization and impairment of right-of-use assets.See accompanying Notes.7Table of ContentsSalesforce,Inc.Condensed Consolidated Statements of Cash FlowsSupplementa

43、l Cash Flow Disclosure(in millions)Three Months Ended October 31,Nine Months Ended October 31,2024202320242023Supplemental cash flow disclosure:Cash paid during the period for:Interest$28$28$146$164 Income taxes,net of tax refunds$471$458$1,388$709 See accompanying Notes.8Table of ContentsSalesforce

44、,Inc.Notes to Condensed Consolidated Financial Statements1.Summary of Business and Significant Accounting PoliciesDescription of BusinessSalesforce,Inc.(the“Company”)is a global leader in customer relationship management technology that brings companies and customers together.Withthe Salesforce plat

45、form,the Company delivers a single source of truth,connecting customer data with integrated artificial intelligence(“AI”)across systems,apps and devices to help companies sell,service,market and conduct commerce from anywhere.During the third quarter of fiscal 2025,the Companyintroduced Agentforce,a

46、 new layer of the trusted Salesforce platform that enables companies to build and deploy AI agents that can respond to inputs,makedecisions and take action autonomously across business functions.Agentforce includes a suite of customizable agents for use across sales,service,marketingand commerce.Sin

47、ce its founding in 1999,the Company has pioneered innovations in cloud,mobile,social,analytics and AI,enabling companies of every sizeand industry to transform their businesses in the digital-first world.Fiscal YearThe Companys fiscal year ends on January 31.References to fiscal 2025,for example,ref

48、er to the fiscal year ending January 31,2025.Basis of PresentationThe accompanying condensed consolidated balance sheet as of October 31,2024 and the condensed consolidated statements of operations,comprehensive income,stockholders equity and cash flows for the three and nine months ended October 31

49、,2024 and 2023,respectively,are unaudited.These financial statements have been prepared in accordance with U.S.generally accepted accounting principles(“U.S.GAAP”)for interim financialinformation.Accordingly,they do not include all of the financial information and footnotes required by U.S.GAAP for

50、complete financial statements.In theopinion of the Companys management,the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentationof the Companys balance sheet as of October 31,2024 and its results of operations,including its comprehensive in

51、come,stockholders equity and cash flowsfor the three and nine months ended October 31,2024 and 2023.All adjustments are of a normal recurring nature.The results for the three and nine monthsended October 31,2024 are not necessarily indicative of the results to be expected for any subsequent quarter

52、or for the fiscal year ending January 31,2025.These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and relatednotes included in the Companys Annual Report on Form 10-K for the fiscal year ended January 31,2024,fi

53、led with the Securities and Exchange Commission(the“SEC”)on March 6,2024.Use of EstimatesThe preparation of financial statements in conformity with U.S.GAAP requires management to make estimates and assumptions in the Companyscondensed consolidated financial statements and notes thereto.Significant

54、estimates and assumptions made by management include the determination of:the standalone selling price(“SSP”)of performance obligations for revenue contracts with multiple performance obligations;the valuation of privately-held strategic investments;the fair value of assets acquired and liabilities

55、assumed for business combinations;the recognition,measurement and valuation of current and deferred income taxes and uncertain tax positions;the useful lives of intangible assets;andthe fair value of certain stock awards issued.Actual results could differ materially from these estimates.The Company

56、bases its estimates on historical experience and on various other assumptionsthat are believed to be reasonable,which forms the basis for making judgments about the carrying values of assets and liabilities as well as income andexpenses to be recognized.Principles of ConsolidationThe condensed conso

57、lidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.All significant intercompanybalances and transactions have been eliminated in consolidation.9Table of ContentsSegmentsThe Company operates as one operating segment.Operating segments are defined as com

58、ponents of an enterprise for which separate financialinformation is evaluated regularly by the chief operating decision maker(“CODM”)in deciding how to allocate resources and assess performance.Over thepast few years,the Company has completed a number of acquisitions which have allowed the Company t

59、o expand its offerings,presence and reach in variousmarket 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 Companys acquisitions,and operates in multiple countries,the Companys busin

60、ess operates in one operating segment becausemost of the Companys service offerings operate on the Salesforce platform and are deployed in a nearly identical manner,and the Companys CODMevaluates the Companys financial information and resources,and assesses the performance of these resources,on a co

61、nsolidated basis.Concentrations of Credit Risk,Significant Customers and InvestmentsThe Companys financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents,marketablesecurities and accounts receivable.The Company monitors and manages the ov

62、erall exposure of its cash balances to individual financial institutions on anongoing basis.The Companys marketable securities portfolio consists primarily of investment-grade securities and the Companys policies limit the amount ofcredit exposure to any one issuer.The Company does not require colla

63、teral for accounts receivable.The Company maintains an allowance for its doubtfulaccounts receivable for estimated credit losses.This allowance is based upon historical loss patterns,the number of days that billings are past due,anevaluation of the potential risk of loss associated with delinquent a

64、ccounts and current market conditions and reasonable and supportable forecasts of futureeconomic conditions to inform adjustments to historical loss patterns.The Company records the allowance against bad debt expense through the condensedconsolidated statements of operations,included in general and

65、administrative expense,up to the amount of revenues recognized to date.Any incrementalallowance is recorded as an offset to unearned revenue on the condensed consolidated balance sheets.Receivables are written off and charged against therecorded allowance when the Company has exhausted collection ef

66、forts without success.No single customer accounted for ten percent or more of accounts receivable as of October 31,2024 and January 31,2024.No single customer accountedfor ten percent or more of total revenue during the three and nine months ended October 31,2024 and 2023.As of October 31,2024 and J

67、anuary 31,2024,assets located outside the Americas were 13 percent and 16 percent of total assets,respectively.As of October 31,2024 and January 31,2024,assets located inthe United States were 85 percent and 82 percent of total assets,respectively.The Company is also exposed to concentrations of ris

68、k in its strategic investment portfolio,including within specific industries,as the Companyprimarily invests in enterprise cloud companies,technology startups and system integrators.As of October 31,2024,the Company held two investments,bothprivately held,with carrying values that were individually

69、greater than five percent of its total strategic investments portfolio and represented approximately 13percent of the portfolio in the aggregate.As of January 31,2024,the Company held two investments,both privately held,with carrying values that wereindividually greater than five percent of its stra

70、tegic investments portfolio and represented approximately 16 percent of the portfolio in the aggregate.Revenue RecognitionThe Company derives its revenues from two sources:(1)subscription and support revenues and(2)professional services and other revenues.Subscription and support revenues include su

71、bscription fees from customers accessing the Companys enterprise cloud computing services(collectively,“Cloud Services”),software license revenues from the sales of term software licenses and support revenues from the sales of support and updates beyond thebasic subscription or software license sale

72、s.Professional services and other revenues include professional and advisory services for process mapping,projectmanagement and implementation services and training services.Revenue is recognized upon transfer of control of promised products and services to customers in an amount that reflects the c

73、onsideration the Companyexpects 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 th

74、e total transaction price if it is probablethat a significant reversal of cumulative revenue recognized will not occur.The Company determines the amount of revenue to be recognized through the application of the following steps:identification of the contract,or contracts,with a customer;identificati

75、on 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.10Table of ContentsSubscription and Supp

76、ort RevenuesSubscription and support revenues are comprised of fees that provide customers with access to Cloud Services,software licenses and related support andupdates during the term of the arrangement.Cloud Services allow customers to use the Companys multi-tenant software without taking possess

77、ion of the software.Revenue is generally recognizedratably over the contract term.Substantially all of the Companys subscription service arrangements are noncancellable and do not contain refund-typeprovisions.Subscription and support revenues also include revenues associated with term software lice

78、nses that provide the customer with a right to use the softwareas it exists when made available.Revenues from term software licenses are generally recognized at the point in time when the software is made available to thecustomer.Revenue from software support and updates is recognized as the support

79、 and updates are provided,which is generally ratably over the contract term.The Company typically invoices its customers annually and its payment terms provide that customers pay within 30 days of invoice.Amounts that havebeen invoiced are recorded in accounts receivable and in unearned revenue or r

80、evenue,depending on whether transfer of control to customers has occurred.Professional Services and Other RevenuesThe Companys professional services contracts are either on a time and materials,fixed price or subscription basis.These revenues are recognized as theservices are rendered for time and m

81、aterials contracts,on a proportional performance basis for fixed price contracts or ratably over the contract term forsubscription professional services contracts.Other revenues consist primarily of training revenues recognized as such services are performed.Significant Judgments-Contracts with Mult

82、iple Performance ObligationsThe Company enters into contracts with its customers that may include promises to transfer multiple performance obligations such as Cloud Services,software licenses,support and updates and professional services.A performance obligation is a promise in a contract with a cu

83、stomer to transfer products orservices that are concluded to be distinct.Determining whether products and services are distinct performance obligations that should be accounted forseparately or combined as one unit of accounting may require significant judgment.Cloud Services,software licenses and s

84、upport and updates services are generally concluded to be distinct because such offerings are often soldseparately.In determining whether professional services are distinct,the Company considers the following factors for each professional services agreement:availability of the services from other ve

85、ndors,the nature of the professional services,the timing of when the professional services contract was signed incomparison to the subscription start date and the contractual dependence of the service on the customers satisfaction with the professional services work.Todate,the Company has concluded

86、that professional services included in contracts with multiple performance obligations are distinct.The Company allocates the transaction price to each performance obligation on a relative SSP basis.The SSP is the price at which the Company wouldsell a promised product or service separately to a cus

87、tomer.Judgment is required to determine the SSP for each distinct performance obligation.The Company determines SSP by considering its overall pricing objectives and market conditions.Significant pricing practices taken into considerationinclude the Companys discounting practices,the size and volume

88、 of the Companys transactions,the customer demographic,the geographic area whereservices are sold,price lists,the Companys go-to-market strategy,historical and current sales and contract prices.In instances where the Company does notsell or price a product or service separately,the Company maximizes

89、 the use of observable inputs by using information that may include market conditions.Asthe Companys 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 observabl

90、e prices of products or services sold or priced separately in comparablecircumstances 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 p

91、ractices or distribution of the observable prices are highlyvariable.The Company typically has more than one SSP for individual products and services due to the stratification of those products and services bycustomer size and geography.Costs Capitalized to Obtain Revenue ContractsThe Company capita

92、lizes incremental costs of obtaining revenue contracts related to noncancellable Cloud Services subscription,ongoing CloudServices support and license support and updates.For contracts with term software licenses where revenue is recognized upfront when the software is madeavailable to the customer,

93、costs allocable to those licenses are expensed as they are incurred.Capitalized amounts consist primarily of sales commissions paidto the Companys direct sales force.Capitalized amounts also include(1)amounts paid to employees other than the direct sales force who earn incentive11Table of Contentspa

94、youts under annual compensation plans that are tied to the value of contracts acquired,(2)commissions paid to employees upon renewals of subscription andsupport contracts,(3)the associated payroll taxes and fringe benefit costs associated with the payments to the Companys employees and(4)to a lesser

95、 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 contractperiod,but reflects the estimated average peri

96、od of benefit,including expected contract renewals.In arriving at this average period of benefit,the Companyevaluates both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition.Additionally,the Companyamortizes capitalized costs for

97、 renewals and success fees paid to partners over two years.The capitalized amounts are recoverable through future revenue streams under all noncancellable customer contracts.The Company periodicallyevaluates whether there have been any changes in its business,the market conditions in which it operat

98、es or other events which would indicate that itsamortization period should be changed or if there are potential indicators of impairment.Amortization of capitalized costs to obtain revenue contracts is included in sales and marketing expense in the accompanying condensed consolidatedstatements of op

99、erations.There were no impairments of costs to obtain revenue contracts for the three and nine months ended October 31,2024 and 2023.Cash and Cash EquivalentsThe Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.Cash an

100、d cashequivalents are stated at fair value.Marketable SecuritiesThe Company considers all of its marketable debt securities as available for use in current operations,including those with maturity dates beyond oneyear,and therefore classifies these securities within current assets on the condensed c

101、onsolidated balance sheets.Securities are classified as available for saleand are carried at fair value,with the change in unrealized gains and losses,net of tax,reported as a separate component on the condensed consolidatedstatements of comprehensive income until realized.Fair value is determined b

102、ased on quoted market rates when observable or utilizing data points that areobservable,such as quoted prices,interest rates and yield curves.Securities with an amortized cost basis in excess of estimated fair value are assessed todetermine what amount of the excess,if any,is caused by expected cred

103、it losses.Expected credit losses on securities are recognized in other income on thecondensed consolidated statements of operations and any remaining unrealized losses,net of taxes,are included in accumulated other comprehensive loss instockholders equity.For the purposes of computing realized and u

104、nrealized gains and losses,the cost of securities sold is based on the specific-identificationmethod.Interest on securities classified as available for sale is included as a component of investment income within other income on the condensedconsolidated statements of operations.Strategic Investments

105、The Company holds strategic investments in privately held debt and equity securities and publicly held equity securities in which the Company does nothave a controlling interest.Privately held equity securities where the Company lacks a controlling financial interest but does exercise significant in

106、fluence are accounted for underthe equity method.Privately held equity securities not accounted for under the equity method are recorded at cost and adjusted only for observable transactionsfor same or similar investments of the same issuer or impairment events(referred to as the measurement alterna

107、tive).All gains and losses on privately heldequity securities,realized and unrealized,are recorded through losses on strategic investments,net on the condensed consolidated statements of operations.Privately held debt securities are recorded at fair value with changes in fair value recorded through

108、accumulated other comprehensive loss on the condensedconsolidated balance sheets.Other privately held investments not classified as debt or equity securities are recorded at cost and adjusted for impairment events,with any associated gains and losses recorded through losses on strategic investments,

109、net on the consolidated statements of operations.Valuations of privately held securities are inherently complex and require judgment due to the lack of readily available market data.In determining theestimated fair value of its strategic investments in privately held companies,the Company utilizes t

110、he most recent data available to the Company.TheCompany assesses its privately held strategic investments quarterly for impairment.The Companys impairment analysis encompasses an assessment of bothqualitative and quantitative factors,including the investees financial metrics,market acceptance of the

111、 investees product or technology and the rate at whichthe investee is using its cash.If the investment is considered impaired,the Company estimates the fair value of the investment and recognizes any resultingimpairment through the condensed consolidated statements of operations.Publicly held equity

112、 securities are measured at fair value with changes recorded through losses on strategic investments,net on the condensedconsolidated statements of operations.12Table of ContentsFair Value MeasurementThe Company measures its cash and cash equivalents,marketable securities,publicly held equity securi

113、ties and foreign currency derivative contracts atfair value.In addition,the Company measures certain of its strategic investments,including its privately held debt and equity securities,at fair value on anonrecurring basis when there has been an observable price change in a same or similar security

114、or an impairment event.The additional disclosures regardingthe Companys fair value measurements are included in Note 4“Fair Value Measurement.”Derivative Financial InstrumentsThe Company enters into foreign currency derivative contracts with financial institutions to reduce foreign exchange risk ass

115、ociated with intercompanytransactions and other monetary assets or liabilities denominated in currencies other than the functional currency of a subsidiary.The Company uses forwardcurrency derivative contracts,which are not designated as hedging instruments,to minimize the Companys exposure to balan

116、ces primarily denominated in theEuro,British Pound Sterling,Canadian Dollar,Australian Dollar,Brazilian Real and Japanese Yen.The Companys derivative financial instruments program isnot designated for trading or speculative purposes.The Company generally enters into master netting arrangements with

117、the financial institutions with which itcontracts for such derivatives,which permit net settlement of transactions with the same counterparty,thereby reducing risk of credit-related losses from afinancial institutions nonperformance.While the contract or notional amount is often used to express the

118、volume of foreign currency derivative contracts,theamounts potentially subject to credit risk are generally limited to the amounts,if any,by which the counterparties obligations under the agreements exceed theobligations of the Company to the counterparties.The notional amount of outstanding foreign

119、 currency derivative contracts as of October 31,2024 and January31,2024 was$9.4 billion and$8.6 billion,respectively.Outstanding foreign currency derivative contracts are recorded at fair value on the condensed consolidated balance sheets.Unrealized gains or losses dueto changes in the fair value of

120、 these derivative contracts,as well as realized gains or losses from their net settlement,are recognized as other income in thecondensed consolidated statements of operations consistent with the offsetting gains or losses resulting from the remeasurement or settlement of the underlyingforeign curren

121、cy denominated receivables and payables.Property and EquipmentProperty and equipment are stated at cost less accumulated depreciation.Depreciation is calculated on a straight-line basis over the estimated useful livesof those assets as follows:Buildings and building improvements10 to 40 yearsCompute

122、rs,equipment and software3 to 5 yearsFurniture and fixtures5 yearsLeasehold improvementsShorter of the estimated lease term or 10 yearsThe Company estimates the useful lives of property and equipment upon initial recognition and periodically evaluates the useful lives and whether eventsor changes in

123、 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 andany loss on such retirement is reflected in operating expenses.LeasesThe Company determines if a

124、n arrangement is a lease at inception and classifies its leases at commencement.Operating leases are included in operatinglease right-of-use(“ROU”)assets and current and noncurrent operating lease liabilities on the Companys condensed consolidated balance sheets.Assets(alsoreferred to as ROU assets)

125、and liabilities recognized from finance leases are included in property and equipment,accrued expenses and other liabilities andother noncurrent liabilities,respectively,on the Companys condensed consolidated balance sheets.ROU assets represent the Companys right to use anunderlying asset for the le

126、ase term.The corresponding lease liabilities represent its obligation to make lease payments arising from the lease.The Companydoes 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 va

127、lue of the future minimum lease payments over the lease term at commencement,net of any futuretenant 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 paymen

128、ts for non-lease components within a lease agreement but exclude variable lease payments notdependent on an index or rate,such as common area maintenance,operating expenses,utilities,or other costs that are subject to fluctuation from period toperiod.The Companys lease terms may include options to e

129、xtend or terminate the lease.Periods beyond the noncancellable term of the lease are included inthe measurement of the lease liability only when it is reasonably certain that the Company will exercise the associated extension option or waive thetermination option.The Company reassesses the lease ter

130、m if and when a significant13Table of Contentsevent or change in circumstances occurs within the control of the Company.As most of the Companys leases do not provide an implicit rate,the net presentvalue of future minimum lease payments is determined using the Companys incremental borrowing rate.The

131、 Companys incremental borrowing rate is anestimate of the interest rate the Company would have to pay to borrow on a collateralized basis with similar terms and payments,in the economic environmentwhere the leased asset is located.The lease ROU asset is recognized based on the lease liability,adjust

132、ed for any rent payments or initial direct costs incurred or tenant incentives receivedprior to commencement.Lease expense for operating leases,which includes amortization expense of ROU assets,is recognized on a straight-line basis over the lease term.Amortization expense of finance lease ROU asset

133、s is recognized on a straight-line basis over the lease term and interest expense for finance lease liabilities isrecognized based on the incremental borrowing rate.Expense for variable lease payments is recognized as incurred.On the lease commencement date,the Company also establishes assets and li

134、abilities for the present value of estimated future costs to retire long-livedassets at the termination or expiration of a lease.Such assets are included in property and equipment,net and are amortized over the lease term.The Company has entered into subleases or has made decisions and taken actions

135、 to exit and sublease certain unoccupied leased office space.Similar toother long-lived assets discussed below,management tests ROU assets for impairment whenever events or changes in circumstances indicate that the carryingamount of such assets may not be recoverable.For leased assets,such circumst

136、ances would include the decision to leave a leased facility prior to the end of theminimum lease term or subleases for which estimated cash flows do not fully cover the costs of the associated lease.Intangible Assets Acquired through Business CombinationsIntangible assets are amortized over their es

137、timated useful lives.Each period,the Company evaluates the estimated remaining useful life of its intangibleassets and whether events or changes in circumstances warrant a revision to the remaining period of amortization.Impairment AssessmentThe Company evaluates intangible assets and other long-liv

138、ed assets for possible impairment whenever events or changes in circumstances indicate thatthe carrying amount of such assets may not be recoverable,including,but not limited to,significant adverse changes in business climate,market conditions orother events that indicate an assets carrying amount m

139、ay not be recoverable.Recoverability of these assets is measured by comparing the carrying amount ofeach asset group to the future undiscounted cash flows the asset is expected to generate.If the undiscounted cash flows used in the test for recoverability areless than the carrying amount of these as

140、sets,the carrying amount of such assets is reduced to fair value.The Company evaluates and tests the recoverability of its goodwill for impairment annually during its fourth quarter of each fiscal year or more often ifand when circumstances indicate that goodwill may not be recoverable.Business Comb

141、inationsThe Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at theacquisition date.The Companys estimates are inherently uncertain and subject to refinement.During the measurement period,which may be up to on

142、e yearfrom the acquisition date,the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed,withthe corresponding offset to goodwill.In addition,uncertain tax positions,tax-related valuation allowances and pre-acquisition contingencie

143、s are initiallyrecorded in connection with a business combination as of the acquisition date.The Company continues to collect information and reevaluates these estimatesand assumptions quarterly and records any adjustments to the Companys preliminary estimates to goodwill provided that the Company i

144、s within themeasurement 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 Companys condensed consolidated statements of operations.In the event t

145、he Company acquires an entity with which the Company has a preexisting relationship,the Company will generally recognize a gain or lossto settle that relationship as of the acquisition date within operating income on the condensed consolidated statements of operations.In the event that theCompany ac

146、quires an entity in which the Company previously held a strategic investment,the difference between the fair value of the shares as of the date ofthe acquisition and the carrying value of the strategic investment is recorded as a gain or loss and recorded within losses on strategic investments,net i

147、n thecondensed consolidated statements of operations.14Table of ContentsRestructuringThe Company generally recognizes employee severance costs when payments are probable and amounts are estimable or when notification occurs,depending on the region an employee works.Costs related to contracts without

148、 future benefit or contract termination are recognized at the earlier of thecontract termination or the cease-use dates.Other exit-related costs are recognized as incurred.Stock-Based Compensation ExpenseStock-based compensation expense is measured based on grant date at fair value using the grant d

149、ate closing stock price for restricted stock units andrestricted stock awards and using the Black-Scholes option pricing model for stock options.The Company recognizes stock-based compensation expenserelated to restricted stock units,restricted stock awards,and stock options on a straight-line basis

150、,net of estimated forfeitures,over the requisite service periodof the awards,which is generally the vesting term of four years.The estimated forfeiture rate applied is based on historical forfeiture rates.The Company grants performance share awards to executive officers and other members of senior m

151、anagement,which may include a market condition,aperformance condition,or both.Stock-based compensation expense related to awards with a market condition are measured at fair value using a Monte Carlosimulation model and the expense related to these awards is recognized on a graded-vesting basis,net

152、of estimated forfeitures,over the requisite service periodof the awards,which is generally the vesting term.Stock-based compensation expense related to awards with a performance condition are measured based onthe grant date closing stock price and the expense related to these awards is recognized ba

153、sed on the requisite service period elapsed,as well as the probabilityof achievement and estimated attainment of the performance condition as of the end of our reporting period.Stock-based compensation expense related to the Companys Amended and Restated 2004 Employee Stock Purchase Plan(“ESPP”or“20

154、04 EmployeeStock Purchase Plan”)is measured based on grant date at fair value using the Black-Scholes option pricing model.The Company recognizes stock-basedcompensation expense related to shares issued pursuant to the 2004 Employee Stock Purchase Plan on a straight-line basis over the offering peri

155、od,which is 12months.The ESPP allows employees to purchase shares of the Companys common stock at a 15 percent discount from the lower of the Companys stock priceon(i)the first day of the offering period or on(ii)the last day of the purchase period.The ESPP also allows employees to reduce their perc

156、entage election onceduring a six-month purchase period(December 15 and June 15 of each fiscal year),but not to increase that election until the next one-year offering period.TheESPP includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price

157、 on the offering date.The Company,at times,grants unvested restricted shares to employee stockholders of certain acquired companies in lieu of cash consideration.Theseawards are generally subject to continued post-acquisition employment.Therefore,the Company accounts for them as post-acquisition sto

158、ck-basedcompensation expense.The Company recognizes stock-based compensation expense equal to the grant date fair value of the restricted stock awards,based onthe closing stock price on grant date,on a straight-line basis over the requisite service period of the awards,which is generally four years.

159、Income TaxesThe Company uses the asset and liability method of accounting for income taxes.Under this method,deferred tax assets and liabilities are determinedbased on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for

160、the year in which thedifferences are expected to reverse.The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the condensed consolidatedstatements of operations in the period that includes the enactment date.The Companys tax positions are subject to income tax a

161、udits by multiple tax jurisdictions throughout the world.The Company recognizes the tax benefitof 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 itstechnical merits.The tax benefit recognized is m

162、easured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlementwith 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 ne

163、cessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realizedbased on the weighting of positive and negative evidence.Future realization of deferred tax assets ultimately depends on the existence of sufficient taxableincome of the appropriate character(fo

164、r example,ordinary income or capital gain)within the carryback or carryforward periods available under the applicabletax law.The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income,projected future taxable income,theexpected timing of the reversals

165、 of existing temporary differences and tax planning strategies.The Companys judgments regarding future profitability maychange due to many factors,including future market conditions and the ability to successfully execute its business plans.Should there be a change in the abilityto recover deferred

166、tax assets,the tax provision would increase or decrease in the period in which the assessment is changed.15Table of ContentsForeign Currency TranslationThe functional currency of the Companys major foreign subsidiaries is generally the local currency.All assets and liabilities denominated in a forei

167、gncurrency are translated into U.S.dollars at the exchange rate on the balance sheet date.Revenues and expenses are translated at the average exchange rateduring the period.Equity transactions are translated using historical exchange rates.Adjustments resulting from translating foreign functional cu

168、rrencyfinancial statements into U.S.dollars are recorded as a separate component on the condensed consolidated statements of comprehensive income.Foreigncurrency transaction gains and losses are included in other income in the condensed consolidated statements of operations.Warranties and Indemnific

169、ationThe Companys arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe on athird partys intellectual property rights.To date,the Company has not incurred any material costs as a result of such obligations and has not ac

170、crued anymaterial liabilities related to such obligations in the accompanying condensed consolidated financial statements.The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees,expenses,judgments,fines andsettlement amounts incurred by any of

171、 these persons in any action or proceeding to which any of those persons is,or is threatened to be,made a party by reasonof the persons service as a director or officer,including any action by the Company,arising out of that persons services as the Companys director or officer orthat persons service

172、s provided to any other company or enterprise at the Companys request.The Company maintains director and officer insurance coveragethat would generally enable the Company to recover a portion of any future amounts paid.The Company may also be subject to indemnification obligations bylaw with respect

173、 to the actions of its employees under certain circumstances and in certain jurisdictions.New Accounting Pronouncements Pending AdoptionIn November 2023,the Financial Accounting Standards Board(“FASB”)issued Accounting Standards Update No.2023-07,“Segment Reporting(Topic280):Improvements to Reportab

174、le Segment Disclosures”(“ASU 2023-07”),which requires additional operating segment disclosures in annual and interimconsolidated financial statements.ASU 2023-07 is effective for annual periods beginning after December 15,2023 and for interim periods beginning afterDecember 15,2024 on a retrospectiv

175、e basis,with early adoption permitted.The Company will adopt ASU 2023-07 in the fourth quarter of fiscal year 2025 anddoes not expect the additional required disclosures to have a material impact on its financial statements.In December 2023,the FASB issued Accounting Standards Update No.2023-09,“Inc

176、ome Taxes(Topic 740):Improvements to Income Tax Disclosures”(“ASU 2023-09”),which requires disclosure of disaggregated income taxes paid,prescribes standard categories for the components of the effective tax ratereconciliation and modifies other income tax-related disclosures.ASU 2023-09 is effectiv

177、e for annual periods beginning after December 15,2024 on aretrospective or prospective basis.The Company is evaluating the effect that ASU 2023-09 will have on its financial statement disclosures.In November 2024,the FASB issued Accounting Standards Update No.2024-03,“Income Statement-Reporting Comp

178、rehensive Income-ExpenseDisaggregation Disclosures(Subtopic 220-40):Disaggregation of Income Statement Expenses”(“ASU 2024-03”),which requires disaggregation of certaincosts in a separate note to the financial statements,such as the amounts of employee compensation,depreciation and intangible asset

179、amortization,included ineach relevant expense caption in annual and interim consolidated financial statements.ASU 2024-03 is effective for annual periods beginning after December15,2026 and for interim periods beginning after December 15,2027 on a retrospective or prospective basis,with early adopti

180、on permitted.The Company isevaluating the effect that ASU 2024-03 will have on its financial statement disclosures.16Table of Contents2.RevenuesDisaggregation of RevenueSubscription and Support Revenue by the Companys Service OfferingsSubscription and support revenues consisted of the following(in m

181、illions):Three Months Ended October 31,Nine Months Ended October 31,2024202320242023Sales$2,119$1,906$6,188$5,611 Service2,288 2,074 6,727 6,087 Platform and Other1,825 1,686 5,329 4,891 Marketing and Commerce1,334 1,230 3,924 3,638 Integration and Analytics(1)1,313 1,245 4,060 3,562$8,879$8,141$26,

182、228$23,789(1)In the fourth quarter of fiscal 2024,the Company renamed the service offering previously referred to as Data to Integration and Analytics,which includesMulesoft and Tableau.Total Revenue by Geographic LocationsRevenues by geographical region consisted of the following(in millions):Three

183、 Months Ended October 31,Nine Months Ended October 31,2024202320242023Americas$6,220$5,862$18,483$17,113 Europe2,228 1,998 6,557 5,923 Asia Pacific996 860 2,862 2,534$9,444$8,720$27,902$25,570 Revenues by geography are determined based on the region of the Companys contracting entity,which may be di

184、fferent than the region of the customer.Americas revenue attributed to the United States was approximately 93 percent during the three and nine months ended October 31,2024 and 2023.No othercountry represented more than ten percent of total revenue during the three and nine months ended October 31,2

185、024 and 2023.Contract BalancesContract AssetsThe Company records a contract asset when revenue recognized on a contract exceeds the billings.Contract assets were$948 million as of October 31,2024 as compared to$758 million as of January 31,2024,and are included in prepaid expenses and other current

186、assets and deferred tax assets and otherassets,net on the condensed consolidated balance sheets.Unearned RevenueUnearned revenue represents amounts that have been invoiced in advance of revenue recognition and is recognized as revenue when transfer of control tocustomers has occurred or services hav

187、e been provided.The unearned revenue balance does not represent the total contract value of annual or multi-year,noncancellable subscription agreements.The unearned revenue balance is influenced by several factors,including seasonality,the compounding effects ofrenewals,invoice duration,invoice timi

188、ng,dollar size and new business linearity within the quarter.17Table of ContentsThe change in unearned revenue was as follows(in millions):Three Months Ended October 31,Nine Months Ended October 31,2024202320242023Unearned revenue,beginning of period$15,222$14,237$19,003$17,376 Billings and other(1)

189、7,620 6,876 22,158 20,536 Contribution from contract asset63 167 189 218 Revenue recognized over time(9,023)(8,249)(26,446)(24,264)Revenue recognized at a point in time(421)(471)(1,456)(1,306)Unearned revenue from business combinations11 4 24 4 Unearned revenue,end of period$13,472$12,564$13,472$12,

190、564(1)Other includes,for example,the impact of foreign currency translation.The majority of revenue recognized for these services is from the beginning of period unearned revenue balance.Revenue recognized over time primarily includes Cloud Services subscription and support revenue,which is generall

191、y recognized ratably over time,andprofessional services and other revenue,which is generally recognized ratably or as delivered.Revenue recognized at a point in time substantially consists of term software licenses.Remaining Performance ObligationRemaining performance obligation represents contracte

192、d revenue that has not yet been recognized and includes unearned revenue and unbilled amountsthat will be recognized as revenue in future periods.The transaction price allocated to the remaining performance obligation is based on SSP.Remainingperformance obligation is influenced by several factors,i

193、ncluding seasonality,the timing of renewals,the timing of term license deliveries,average contractterms and foreign currency exchange rates.Remaining performance obligation is also impacted by acquisitions.Unbilled portions of the remainingperformance obligation denominated in foreign currencies are

194、 revalued each period based on the period end exchange rates.Remaining performance obligationis 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 tha

195、t are billed and recognized on a time andmaterials basis.The majority of the Companys 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):CurrentNoncurrentTotalAs of October 31,2

196、024$26.4$26.7$53.1 As of January 31,2024$27.6$29.3$56.9 3.InvestmentsMarketable SecuritiesAt October 31,2024,marketable securities consisted of the following(in millions):AmortizedCostUnrealizedGainsUnrealizedLossesFair ValueCorporate notes and obligations$2,511$7$(25)$2,493 U.S.treasury securities4

197、10 0(5)405 Mortgage-backed obligations125 0(6)119 Asset-backed securities1,018 2(4)1,016 Municipal securities96 0(1)95 Commercial paper527 0 0 527 Covered bonds27 0(1)26 Other79 0 0 79 Total marketable securities$4,793$9$(42)$4,760 18Table of ContentsAt January 31,2024,marketable securities consiste

198、d of the following(in millions):AmortizedCostUnrealizedGainsUnrealizedLossesFair ValueCorporate notes and obligations$3,014$9$(45)$2,978 U.S.treasury securities583 0(8)575 Mortgage-backed obligations244 1(9)236 Asset-backed securities1,381 5(7)1,379 Municipal securities139 0(3)136 Commercial paper21

199、3 0 0 213 Covered bonds81 0(3)78 Other127 1(1)127 Total marketable securities$5,782$16$(76)$5,722 The contractual maturities of the investments classified as marketable securities were as follows(in millions):As of October 31,2024January 31,2024Due within 1 year$2,019$2,523 Due in 1 year through 5 y

200、ears2,740 3,180 Due in 5 years through 10 years1 19$4,760$5,722 Strategic InvestmentsStrategic investments by form and measurement category as of October 31,2024 were as follows(in millions):Measurement Category Fair ValueMeasurementAlternativeOtherTotalEquity securities$72$4,543$137$4,752 Debt secu

201、rities and other investments0 0 93 93 Balance as of October 31,2024$72$4,543$230$4,845 Strategic investments by form and measurement category as of January 31,2024 were as follows(in millions):Measurement Category Fair ValueMeasurementAlternativeOtherTotalEquity securities$80$4,557$130$4,767 Debt se

202、curities and other investments0 0 81 81 Balance as of January 31,2024$80$4,557$211$4,848 The Company holds investments in,or management agreements with,variable interest entities(“VIEs”)which the Company does not consolidate becauseit is not considered the primary beneficiary of these entities.The c

203、arrying value of VIEs within strategic investments was$439 million and$382 million,as ofOctober 31,2024 and January 31,2024,respectively.19Table of ContentsLosses on Strategic Investments,NetThe components of losses on strategic investments,net were as follows(in millions):3Three Months Ended Octobe

204、r 31,Nine Months Ended October 31,2024202320242023Unrealized gains(losses)recognized on publicly traded equity securities,net$8$(2)$(11)$0 Unrealized gains recognized on privately held equity securities,net18 14 167 65 Impairments on privately held equity and debt securities(242)(98)(432)(355)Unreal

205、ized losses,net(216)(86)(276)(290)Realized gains(losses)on sales of securities,net(1)14 59 48 Losses on strategic investments,net$(217)$(72)$(217)$(242)Unrealized gains and losses recognized on privately held equity securities,net includes upward and downward adjustments from equity securitiesaccoun

206、ted for under the measurement alternative,as well as gains and losses from private equity securities in other measurement categories.For privately heldsecurities accounted for under the measurement alternative,the Company recorded upward adjustments of$22 million and$14 million and impairments anddo

207、wnward adjustments of$245 million and$98 million for the three months ended October 31,2024 and 2023,respectively,and upward adjustments of$182 million and$65 million and impairments and downward adjustments of$435 million and$354 million for the nine months ended October 31,2024,and2023,respectivel

208、y.Realized gains(losses)on sales of securities,net reflects the difference between the sale proceeds and the carrying value of the security at the beginningof the period or the purchase date,if later.4.Fair Value MeasurementThe Company uses a three-tier fair value hierarchy,which prioritizes the inp

209、uts 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 supp

210、orted by little or no market activity.All of the Companys cash equivalents,marketable securities and foreign currency derivative contracts are classified within Level 1 or Level 2 becausethese assets are valued using quoted market prices or alternative pricing sources and models utilizing observable

211、 market inputs.20Table of ContentsThe following table presents information about the Companys assets that were measured at fair value as of October 31,2024 and indicates the fair valuehierarchy of the valuation(in millions):DescriptionQuoted Prices inActive Marketsfor Identical Assets(Level 1)Signif

212、icant OtherObservableInputs(Level 2)SignificantUnobservableInputs(Level 3)Fair ValueCash equivalents(1):Time deposits$0$1,267$0$1,267 Money market mutual funds3,377 0 0 3,377 Cash equivalent securities0 1,114 0 1,114 Marketable securities:Corporate notes and obligations0 2,493 0 2,493 U.S.treasury s

213、ecurities0 405 0 405 Mortgage-backed obligations0 119 0 119 Asset-backed securities0 1,016 0 1,016 Municipal securities0 95 0 95 Commercial paper0 527 0 527 Covered bonds0 26 0 26 Other0 79 0 79 Strategic investments:Equity securities72 0 0 72 Total assets$3,449$7,141$0$10,590(1)Included in“cash and

214、 cash equivalents”in the accompanying condensed consolidated balance sheets in addition to$2.2 billion of cash,as of October 31,2024.The following table presents information about the Companys assets that were measured at fair value as of January 31,2024 and indicates the fair valuehierarchy of the

215、valuation(in millions):DescriptionQuoted Prices inActive Marketsfor Identical Assets(Level 1)Significant OtherObservable Inputs(Level2)SignificantUnobservableInputs(Level 3)Fair ValueCash equivalents(1):Time deposits$0$1,337$0$1,337 Money market mutual funds4,447 0 0 4,447 Cash equivalent securities

216、0 493 0 493 Marketable securities:Corporate notes and obligations0 2,978 0 2,978 U.S.treasury securities0 575 0 575 Mortgage-backed obligations0 236 0 236 Asset-backed securities0 1,379 0 1,379 Municipal securities0 136 0 136 Commercial paper0 213 0 213 Covered bonds0 78 0 78 Other0 127 0 127 Strate

217、gic investments:Equity securities80 0 0 80 Total assets$4,527$7,552$0$12,079(1)Included in“cash and cash equivalents”in the accompanying condensed consolidated balance sheets in addition to$2.2 billion of cash,as of January 31,2024.21Table of ContentsStrategic Investments Measured and Recorded at Fa

218、ir Value on a Non-Recurring BasisSubstantially all of the Companys privately held debt and equity securities and other investments are recorded at fair value on a non-recurring basis.Theestimation of fair value for these investments requires the use of significant unobservable inputs,and as a result

219、,the Company deems these assets as Level 3within the fair value measurement framework.For privately held equity investments without a readily determinable fair value,the Company applies valuationmethods based on information available,including the market approach and option pricing models(“OPM”).Obs

220、ervable transactions,such as the issuance ofnew equity by an investee,are indicators of investee enterprise value and are used to estimate the fair value of the privately held equity investments.An OPMmay be utilized to allocate value to the various classes of securities of the investee,including cl

221、asses owned by the Company.Such information,available to theCompany from investee companies,is supplemented with estimates such as volatility,expected time to liquidity and the rights and obligations of the securitiesthe Company holds.When indicators of impairment are observed for privately held equ

222、ity securities,the Company generally uses the market approach toestimate the fair value of its investment,giving consideration to the latest observable transactions,as well as the investees current and projected financialperformance and other significant inputs and assumptions,including estimated ti

223、me to exit,selection and analysis of guideline public companies and the rightsand obligations of the securities the Company holds.The Companys privately held debt and equity securities and other investments amounted to$4.8 billion asof October 31,2024 and January 31,2024.5.Leases and Other Commitmen

224、tsLeasesThe Company has leases for corporate offices,data centers and equipment under noncancellable operating and finance leases with various expirationdates.Total operating lease costs were$162 million and$163 million for the three months ended October 31,2024 and 2023,respectively,and were$513 mi

225、llion and$823 million for the nine months ended October 31,2024 and 2023,respectively.Included in operating lease costs are amounts related torestructuring charges,which are discussed in Note 9“Restructuring.”As of October 31,2024,the maturities of lease liabilities under noncancellable operating an

226、d finance leases were as follows(in millions):Operating LeasesFinance LeasesFiscal Period:Remaining three months of fiscal 2025$167$91 Fiscal 2026637 359 Fiscal 2027565 246 Fiscal 2028505 69 Fiscal 2029415 24 Thereafter1,080 8 Total minimum lease payments3,369 797 Less:Imputed interest(377)(43)Total

227、$2,992$754 Other Balance Sheet AccountsAccounts payable,accrued expenses and other liabilities as of October 31,2024 included approximately$2.0 billion of accrued compensation ascompared to$2.5 billion as of January 31,2024.22Table of Contents6.Business CombinationsIn February 2024,the Company acqui

228、red all outstanding stock of Spiff,Inc.(“Spiff”),an incentive compensation management platform company.Theacquisition date fair value of the consideration transferred for Spiff was$419 million,which consisted primarily of$374 million in cash.The Companyrecorded$323 million of goodwill which is prima

229、rily attributed to the assembled workforce and expanded market opportunities.The goodwill associated withthe acquisition of Spiff has no basis and is not deductible for U.S.income tax purposes.The Company also recorded approximately$52 million of intangibleassets for developed technology and custome

230、r relationships with useful lives of nine and five years,respectively.The fair values assigned to assets acquired andliabilities assumed are based on managements estimates and assumptions and may be subject to change as additional information is received and certain taxreturns are finalized.The Comp

231、any expects to finalize the valuation as soon as practicable,but not later than one year from the acquisition date.The Companyhas included the financial results of Spiff,which were not material,in its condensed consolidated financial statements from the date of acquisition.Thetransaction costs assoc

232、iated with the acquisition were also not material.7.Intangible Assets Acquired Through Business Combinations and GoodwillIntangible Assets Acquired Through Business CombinationsIntangible assets acquired through business combinations were as follows(in millions):Intangible Assets,GrossAccumulated Am

233、ortizationIntangible Assets,NetWeightedAverageRemainingUseful Life(Years)January 31,2024Additions andretirements,netOctober 31,2024January 31,2024Expense andretirements,netOctober 31,2024January 31,2024October 31,2024October 31,2024Acquired developedtechnology$4,624$102$4,726$(3,208)$(600)$(3,808)$1

234、,416$918 1.6Customerrelationships6,674 8 6,682(2,985)(632)(3,617)3,689 3,065 4.1Other(1)303 0 303(130)(37)(167)173 136 2.7Total$11,601$110$11,711$(6,323)$(1,269)$(7,592)$5,278$4,119 3.5(1)Included in Other are in-place leases,trade names,trademarks and territory rights.Amortization of intangible ass

235、ets resulting from business combinations for the three months ended October 31,2024 and 2023 was$354 million and$468 million,respectively,and for the nine months ended October 31,2024 and 2023 was$1.3 billion,and$1.4 billion,respectively.The expected future amortization expense for intangible assets

236、 as of October 31,2024 was as follows(in millions):Fiscal Period:Remaining three months of fiscal 2025$353 Fiscal 20261,392 Fiscal 20271,024 Fiscal 2028639 Fiscal 2029496 Thereafter215 Total amortization expense$4,119 GoodwillGoodwill represents the excess of the purchase price in a business combina

237、tion over the fair value of net assets acquired.The changes in the carrying amounts of goodwill,which is generally not deductible for tax purposes,were as follows(in millions):Balance as of January 31,2024$48,620 Acquisition of Spiff323 Other acquisitions and adjustments(1)150 Balance as of October

238、31,2024$49,093(1)Adjustments include the effect of foreign currency translation.23Table of Contents8.DebtThe components of the Companys borrowings were as follows(in millions):InstrumentDate of IssuanceMaturity DateContractualInterest RateOutstandingPrincipal as ofOctober 31,2024Carrying Value as of

239、October 31,2024Carrying Value as ofJanuary 31,20242024 Senior Notes(1)July 2021July 20240.625%0 0 999 2028 Senior NotesApril 2018April 20283.70 1,500 1,495 1,495 2028 Senior Sustainability NotesJuly 2021July 20281.50 1,000 995 994 2031 Senior NotesJuly 2021July 20311.95 1,500 1,491 1,490 2041 Senior

240、 NotesJuly 2021July 20412.70 1,250 1,236 1,235 2051 Senior NotesJuly 2021July 20512.90 2,000 1,979 1,978 2061 Senior NotesJuly 2021July 20613.05 1,250 1,236 1,235 Total carrying value of debt8,500 8,432 9,426 Less current portion of debt0(999)Total noncurrent debt$8,432$8,427(1)The Company repaid in

241、 full the 2024 Senior Notes in the second quarter of fiscal 2025.The Company was in compliance with all debt covenants as of October 31,2024.The total estimated fair value of the Companys outstanding senior unsecured notes(the“Senior Notes”)above was$6.7 billion and$7.8 billion as ofOctober 31,2024

242、and January 31,2024,respectively.The fair value was determined based on the closing trading price per$100 of the Senior Notes as of thelast day of trading of the third quarter of fiscal 2025 and the last day of trading of fiscal 2024,respectively,and are deemed Level 2 liabilities within the fairval

243、ue measurement framework.The contractual future principal payments for all borrowings as of October 31,2024 were as follows(in millions):Fiscal Period:Remaining three months of fiscal 2025$0 Fiscal 20260 Fiscal 20270 Fiscal 20280 Fiscal 20292,500 Thereafter6,000 Total principal outstanding$8,500 Rev

244、olving Credit FacilityIn October 2024,the Company entered into a Credit Agreement with the lenders and issuing lenders party thereto,and Bank of America,N.A.,asadministrative agent(the“Revolving Loan Credit Agreement”).The Revolving Loan Credit Agreement replaced the Credit Agreement,dated December

245、23,2020(as amended,the“Prior Credit Agreement”),among the Company,the lenders and the issuing lenders party thereto,and Citibank,N.A.,as administrativeagent,which provided for a$3.0 billion unsecured revolving credit facility that was scheduled to mature on December 23,2025.There were no outstanding

246、borrowings under the Prior Credit Agreement.The Revolving Loan Credit Agreement provides for a$5.0 billion unsecured revolving credit facility(“Credit Facility”)and matures in October 2029.The Company may use the proceeds of future borrowings under the Credit Facility for general corporate purposes.

247、There were no outstanding borrowingsunder the Credit Facility as of October 31,2024.9.RestructuringIn January 2023,the Company announced a restructuring plan(the“Restructuring Plan”)intended to reduce operating costs,improve operating marginsand continue advancing the Companys ongoing commitment to

248、profitable growth.This plan included a reduction of the Companys workforce and select realestate exits and office space reductions within certain markets.The actions associated with the employee restructuring under the Restructuring Plan weresubstantially completed in fiscal 2024 and the actions ass

249、ociated with the real estate portion of the Restructuring Plan are expected to be substantially completein fiscal 2026.In the first nine months of fiscal 2025,the Company approved restructuring initiatives focused on driving further operational efficiencies,optimizing our management structure and in

250、creasing cost optimization efforts to realize long-term24Table of Contentssustainable growth through a targeted workforce reduction.The actions associated with these initiatives are expected to be substantially complete in fiscal2025.The following tables summarize the activities related to the Compa

251、nys restructuring initiatives for the three and nine months ended October 31,2024 and2023(in millions):Three Months Ended October 31,2024Nine Months Ended October 31,2024Workforce ReductionOffice SpaceReductionsTotalWorkforce ReductionOffice SpaceReductionsTotalLiability,beginning of theperiod$69$0$

252、69$118$2$120 Charges47 9 56 117 46 163 Payments(39)0(39)(156)(2)(158)Non-cash items0(9)(9)(2)(46)(48)Liability,end of the period$77$0$77$77$0$77 Three Months Ended October 31,2023Nine Months Ended October 31,2023Workforce ReductionOffice SpaceReductionsTotalWorkforce ReductionOffice SpaceReductionsT

253、otalLiability,beginning of theperiod$117$0$117$607$0$607 Charges47 8 55 436 379 815 Payments(103)(25)(128)(963)(27)(990)Non-cash items0 20 20(19)(349)(368)Liability,end of the period$61$3$64$61$3$64 The liability for restructuring charges,which is related to workforce and office space reductions,is

254、included in accounts payable,accrued expenses andother liabilities on the condensed consolidated balance sheets.The charges reflected in the tables above related to workforce reduction included charges foremployee transition,severance payments,employee benefits and share-based compensation.The charg

255、es reflected in the tables above related to office spacereductions included exit charges associated with those reductions.10.Stockholders EquityStock option activity for the nine months ended October 31,2024 was as follows:Options Outstanding OutstandingStockOptions(in millions)Weighted-AverageExerc

256、ise PriceAggregateIntrinsic Value(inmillions)Balance as of January 31,202412$185.77 Exercised(3)173.21 Balance as of October 31,20249$192.60$965 Vested or expected to vest9$192.30$952 Exercisable as of October 31,20247$181.72$762 25Table of ContentsRestricted stock activity for the nine months ended

257、 October 31,2024 was as follows:Restricted Stock Outstanding Outstanding(in millions)Weighted-Average GrantDate Fair ValueAggregateIntrinsicValue(in millions)Balance as of January 31,202428$202.95 Granted-restricted stock units and awards11 301.35 Granted-performance-based stock units1 290.64 Cancel

258、ed(2)223.64 Vested and converted to shares(10)201.53 Balance as of October 31,202428$245.96$8,181 Expected to vest24$7,051 The aggregate expected stock-based compensation expense remaining to be recognized as of October 31,2024 was as follows(in millions):Fiscal Period:Remaining three months of fisc

259、al 2025$844 Fiscal 20262,536 Fiscal 20271,697 Fiscal 20281,057 Fiscal 2029151 Total stock-based compensation expense$6,285 The aggregate expected stock-based compensation expense remaining to be recognized reflects only outstanding stock awards as of October 31,2024 andassumes no forfeiture activity

260、 and no changes in the expected level of attainment of performance share grants based on the Companys financial performancerelative to certain targets.Share Repurchase ProgramIn August 2022,the Board of Directors authorized a program to repurchase up to$10.0 billion of the Companys common stock(the“

261、Share RepurchaseProgram”).In February 2023,the Board of Directors authorized an additional$10.0 billion in repurchases under the Share Repurchase Program.In February2024,the Board of Directors authorized an additional$10.0 billion in repurchases under the Share Repurchase Program for an aggregate to

262、tal authorization of$30.0 billion.The Share Repurchase Program does not have a fixed expiration date and does not obligate the Company to acquire any specific number ofshares.Under the Share Repurchase Program,shares of common stock may be repurchased using a variety of methods,including privately n

263、egotiated and oropen market transactions,including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934,as amended(the“Exchange Act”),aspart of accelerated share repurchases and other methods.The timing,manner,price and amount of any repurchases are determined by the Comp

264、any in itsdiscretion and depend on a variety of factors,including legal requirements,price and economic and market conditions.The Company accounts for treasurystock under the cost method.The Company repurchased the following under its Share Repurchase Program(in millions,except average price per sha

265、re):20242023SharesAverage price pershareAmountSharesAverage price pershareAmountThree months ended April 307$293.00$2,168 11$188.17$2,143 Three months ended July 3118$246.14$4,288 9$211.83$1,913 Three months ended October 315$257.00$1,228 9$209.33$1,924 All repurchases were made in open market trans

266、actions.As of October 31,2024,the Company was authorized to purchase a remaining$10.6 billion of itscommon stock under the Share Repurchase Program.26Table of ContentsDividendsThe Company announced the following dividends(in millions,except dividend per share):Record DatePayment DateDividend per Sha

267、reAmountMarch 14,2024April 11,2024$0.40$388 July 9,2024July 25,2024$0.40$388 September 18,2024October 8,2024$0.40$385 11.Income TaxesEffective Tax RateThe Company computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year-to-date pretax income or

268、loss and adjusts the provision for discrete tax items recorded in the period.For the nine months ended October 31,2024,the Company reported a tax provisionof$961 million on pretax income of$5.5 billion,which resulted in an effective tax rate of 18 percent.The Companys effective tax rate differed fro

269、m the U.S.statutory rate of 21 percent primarily due to research and development credits,the foreign-derived intangible income deduction,and excess tax benefits fromstock-based compensation.For the nine months ended October 31,2023,the Company reported a tax provision of$615 million on pretax income

270、 of$3.3 billion,which resulted inan effective tax rate of 19 percent.The Companys effective tax rate differed from the U.S.statutory rate of 21 percent primarily due to discrete benefits fromresearch and development credits,foreign tax credits attributable to the IRS Notice 2023-55,and certain adjus

271、tments resulted from a transfer pricing agreementin a foreign tax jurisdiction,partially offset by profitable jurisdictions outside of the United States subject to tax rates greater than 21 percent and withholdingtaxes.Unrecognized Tax Benefits and Other ConsiderationsThe Company records liabilities

272、 related to its uncertain tax positions.Tax positions for the Company and its subsidiaries are subject to income tax auditsby multiple tax jurisdictions throughout the world.Certain prior year tax returns are currently being examined by various taxing authorities in countriesincluding the United Sta

273、tes,Germany,France,Israel,and India.The Company believes that it has provided adequate reserves for its income tax uncertainties inall open tax years.As the outcome of the tax audits cannot be predicted with certainty,if any issues arising in the Companys tax audits progress in a mannerinconsistent

274、with managements expectations,the Company could adjust its provision for income taxes in the future.In addition,the Company anticipates it isreasonably possible that an insignificant decrease of its unrecognized tax benefits may occur in the next 12 months,as the applicable statutes of limitationsla

275、pse,ongoing examinations are completed,or tax positions meet the conditions of being effectively settled.12.Net Income Per ShareBasic net income per share is computed by dividing net income by the weighted-average number of shares of common stock outstanding for the fiscalperiod.Diluted net income p

276、er share is computed by giving effect to all potential weighted average dilutive common stock,including options and restrictedstock units.The dilutive effect of outstanding awards is reflected in diluted net income per share by application of the treasury stock method.27Table of ContentsA reconcilia

277、tion of the denominator used in the calculation of basic and diluted net income per share is as follows(in millions):3Three Months Ended October 31,Nine Months Ended October 31,2024202320242023Numerator:Net income$1,527$1,224$4,489$2,690 Denominator:Weighted-average shares outstanding for basic net

278、income per share956 972 963 976 Effect of dilutive securities:Employee stock awards9 9 12 9 Weighted-average shares outstanding for diluted net income per share965 981 975 985 The weighted-average number of shares outstanding used in the computation of diluted net income per share does not include t

279、he effect of the followingpotentially outstanding common stock.The effects of these potentially outstanding shares were not included in the calculation of diluted net income per sharebecause the effect would have been anti-dilutive(in millions):Three Months Ended October 31,Nine Months Ended October

280、 31,2024202320242023Employee stock awards10 12 9 16 13.Legal Proceedings and ClaimsIn the ordinary course of business,the Company is or may be involved in various legal or regulatory proceedings,claims or purported class actionsrelated to alleged infringement of third-party patents and other intelle

281、ctual property rights,commercial,corporate and securities,labor and employment,wageand hour and other claims.The Company has been,and may in the future be,put on notice or sued by third parties for alleged infringement of their proprietaryrights,including patent infringement.In general,the resolutio

282、n of a legal matter could prevent the Company from offering its service to others,could be material to the Companys financialcondition or cash flows,or both,or could otherwise adversely affect the Companys reputation and future operating results.The Company makes a provision for a liability relating

283、 to legal matters when it is both probable that a liability has been incurred and the amount of theloss 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 oth

284、er information and events pertaining to a particular matter.The outcomes of legal proceedings and othercontingencies are,however,inherently unpredictable and subject to significant uncertainties.At this time,the Company is not able to reasonably estimate theamount or range of possible losses in exce

285、ss of any amounts accrued,including losses that could arise as a result of application of non-monetary remedies,withrespect to the contingencies it faces,and the Companys estimates may not prove to be accurate.In managements opinion,resolution of all current matters,including those described below,i

286、s not expected to have a material adverse impact on theCompanys financial statements.However,depending on the nature and timing of any such dispute,payment or other contingency,the resolution of a mattercould materially affect the Companys current or future results of operations or cash flows,or bot

287、h,in a particular quarter.Slack LitigationBeginning in September 2019,seven purported class action lawsuits were filed against Slack,its directors,certain of its officers and certain investmentfunds associated with certain of its directors,each alleging violations of securities laws in connection wi

288、th Slacks registration statement on Form S-1(the“Registration Statement”)filed with the SEC.All but one of these actions were filed in the Superior Court of California for the County of San Mateo,thoughone plaintiff originally filed in the County of San Francisco before refiling in the County of San

289、 Mateo(and the original San Francisco action was dismissed).The remaining action was filed in the U.S.District Court for the Northern District of California(the“Federal Action”).In the Federal Action,captioned Denneev.Slack Technologies,Inc.,Case No.3:19-CV-05857-SI,Slack and the other defendants fi

290、led a motion to dismiss the complaint in January 2020.In April2020,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 courts orderfor interlocutory appeal,which the court granted.Slack and the other defendants f

291、iled a petition for permission to appeal the district courts order to the NinthCircuit Court of Appeals,which was granted in July 2020.Oral argument was heard in May 2021.On September 20,2021,the28Table of ContentsNinth Circuit affirmed the district courts ruling.Slack filed a petition for rehearing

292、 with the Ninth Circuit on November 3,2021,which was denied on May 2,2022.Slack filed a petition for a writ of certiorari with the U.S.Supreme Court on August 31,2022,which was granted on December 13,2022.On June 1,2023,the Supreme Court issued a unanimous decision vacating the Ninth Circuits decisi

293、on and remanded for further proceedings.The Ninth Circuit orderedthe parties to submit additional briefing in light of the Supreme Courts decision.That briefing has concluded,and the parties await rulings from the NinthCircuit.The state court actions were consolidated in November 2019,and the consol

294、idated action is captioned In re Slack Technologies,Inc.ShareholderLitigation,Lead Case No.19CIV05370(the“State Court Action”).An additional state court action was filed in San Mateo County in June 2020 but wasconsolidated with the State Court Action in July 2020.Slack and the other defendants filed

295、 demurrers to the complaint in the State Court Action in February2020.In August 2020,the court sustained in part and overruled in part the demurrers,and granted plaintiffs leave to file an amended complaint,which theyfiled in October 2020.Slack and the other defendants answered the complaint in Nove

296、mber 2020.Plaintiffs filed a motion for class certification on October 21,2021,which remains pending.On October 26,2022,the court stayed the State Court Action pending resolution of Slacks petition for a writ of certiorari in theFederal Action.The State Court Action remains stayed pending resolution

297、 of the appellate proceedings in the Federal Action.The Federal Action and the StateCourt Action seek unspecified monetary damages and other relief on behalf of investors who purchased Slacks Class A common stock issued pursuant and/ortraceable to the Registration Statement.14.Subsequent EventsIn No

298、vember 2024,the Company acquired all outstanding stock of Zoomin Software Ltd.(“Zoomin”),a data management company.Prior to theacquisition,the Company owned less than ten percent of the outstanding stock of Zoomin.The total consideration for the remaining shares of Zoomin wasapproximately$344 millio

299、n in cash,subject to customary purchase price adjustments.In November 2024,the Company acquired all outstanding stock of Own Data Company Ltd.(“Own”),a leading provider of data protection and datamanagement solutions.Prior to the acquisition,the Company owned approximately ten percent of the outstan

300、ding stock of Own.The total consideration for theremaining shares of Own was approximately$1.9 billion in cash,subject to customary purchase price adjustments.29Table of ContentsITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThis Quarterly Report on Form 1

301、0-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.Allstatements other than statements of historical fact,which may consist of,among other things,trend analyses and statements regarding future events,futurefinancial performance,anticipa

302、ted growth,and industry prospects,are forward-looking.Words such as“aims,”“anticipates,”“assumes,”“believes,”“commitments,”“could,”“estimates,”“expects,”“forecasts,”“foresees,”“goals,”“intends,”“may,”“plans,”“predicts,”“projects,”“seeks,”“should,”“targets”and“would,”and variations of such words and

303、similar expressions are intended to identify such forward-looking statements.These forward-lookingstatements are inherently uncertain and based on managements current expectations and assumptions,which are subject to risks and uncertainties that aredifficult to predict,including those described in P

304、art I,Item 2,“Managements Discussion and Analysis of Financial Condition and Results of Operations,”Part I,Item 3,“Quantitative and Qualitative Disclosures About Market Risk,”Part II,Item 1A,“Risk Factors,”and elsewhere in this Quarterly Report onForm 10-Q.Moreover,we operate in a very competitive a

305、nd rapidly changing environment and new risks emerge from time to time.It is not possible for ourmanagement to predict all risks,nor can we assess the impact of all factors on our business or the extent to which any factor,or combination of factors,maycause actual results or outcomes to differ mater

306、ially from those contained in any forward-looking statements.In light of these and other risks and uncertainties,the future events and trends discussed in this Quarterly Report on Form 10-Q may not occur as weexpect or at all,and our actual results or outcomes may differ materially and adversely fro

307、m those expressed or implied in our forward-looking statements.Readers are cautioned not to place undue reliance on such forward-looking statements.Except as required by law,we undertake no obligation to revise orupdate publicly any forward-looking statements for any reason.OverviewSalesforce is a g

308、lobal leader in customer relationship management(“CRM”)technology that brings humans together with artificial intelligence(“AI”)agents to drive customer success on one integrated platform.Founded in 1999,we enable companies of every size and industry to take advantage of powerfultechnologies to conn

309、ect to their customers in a whole new way and help them transform their businesses around the customer in this digital-first world.Our platform unites sales,service,marketing,commerce and IT teams by connecting customer data across systems,apps and devices to create a completeview of customers.With

310、this single source of customer truth and integrated artificial intelligence(“AI”),teams can be more responsive,productive andefficient,deliver intelligent,personalized experiences across every channel and increase productivity.During the third quarter of fiscal 2025,we introducedAgentforce,a new lay

311、er of our trusted platform that enables companies to build and deploy AI agents that can respond to inputs,make decisions and take actionautonomously across business functions.Agentforce includes a suite of customizable agents for use across sales,service,marketing and commerce.Wecontinue to invest

312、for growth,including investing in generative and agentic AI across all products,which we believe will change how our customers help theircustomers,and continuously look to expand our leadership role in the cloud computing industry.We continue to focus on several key growth levers,including driving m

313、ultiple service offering adoption,increasing our penetration with enterprise andinternational customers and expanding our industry-specific reach with more vertical software solutions.These growth levers often require a moresophisticated go-to-market approach and,as a result,we may incur additional

314、costs upfront to obtain new customers and expand our relationships with existingcustomers,including additional sales and marketing expenses specific to subscription and support revenue.As a result,we have seen that customers with manyof these characteristics drive higher annual revenues and have low

315、er attrition rates than our company average.In addition to our focus on top line growth levers,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“Restructuring Plan”)intended to reduce operating cos

316、ts,improve operating margins and continueadvancing our ongoing commitment to profitable growth which included a reduction of our workforce by approximately ten percent and office space reductionswithin certain markets.The employee actions associated with the Restructuring Plan were substantially com

317、pleted in fiscal 2024 and the real estate actionsassociated with the Restructuring Plan are expected to be fully complete in fiscal 2026.In addition to the Restructuring Plan,we continued to evaluate andoperationalize future programs to drive further operational efficiencies,optimize our management

318、structure and increase cost optimization efforts to realizelong-term sustainable growth,including targeted workforce and office space reductions that were initiated in the first half of fiscal 2025 and are expected to besubstantially complete in fiscal 2025.We have started to see improvements in our

319、 operating expenses across all operating categories,with the most opportunityin sales and marketing expense and general and administrative expenses.Over the long term,we expect to see additional operating expense improvements,which could include various restructuring initiatives or measured hiring i

320、nitiatives to drive operational efficiencies.Highlights from the First Nine Months of Fiscal 2025Revenue:For the nine months ended October 31,2024,revenue was$27.9 billion,an increase of 9 percent year-over-year.30Table of ContentsIncome from Operations:For the nine months ended October 31,2024,inco

321、me from operations was$5.4 billion as compared to$3.4 billion from ayear ago.Operating margin,which represents income from operations as a percentage of total revenue,increased to approximately 19 percent for thenine months ended October 31,2024 compared to approximately 13 percent for the same peri

322、od in the prior year.Net Income per Share:For the nine months ended October 31,2024,diluted net income per share was$4.60 as compared to diluted net income pershare of$2.73 from a year ago.Cash:Cash provided by operations for the nine months ended October 31,2024 was$9.1 billion,an increase of 34 pe

323、rcent year-over-year.Total cash,cash equivalents and marketable securities as of October 31,2024 was$12.8 billion.Remaining Performance Obligation:Total remaining performance obligation,which represents all future revenue under contract yet to berecognized,as of October 31,2024 was approximately$53.

324、1 billion,an increase of 10 percent year-over-year.Current remaining performanceobligation as of October 31,2024 was approximately$26.4 billion,an increase of 10 percent year-over-year.Share Repurchase Program:During the nine months ended October 31,2024,we repurchased approximately 30 million share

325、s of our commonstock for approximately$7.7 billion.Dividend Program:During the nine months ended October 31,2024,we paid approximately$1.2 billion in dividends.In the third quarter of fiscal 2025,we continued seeing increasing momentum for Agentforce and other AI service offerings.Outside of the dem

326、and forAI,the buying environment trends seen over the past two fiscal years have stabilized.A reemergence of slower growth in new and renewal business couldimpact our remaining performance obligation,revenues and our ability to meet financial guidance and long-term targets.In addition,the expanding

327、global scope of our business and the heightened volatility of global markets expose us to the risk of fluctuations in foreigncurrency markets.Total revenues in the nine months ended October 31,2024 were minimally impacted by foreign currency fluctuations compared to the ninemonths ended October 31,2

328、023.Our current remaining performance obligation as of October 31,2024 was minimally impacted by foreign currencyfluctuations compared to our remaining performance obligation as of October 31,2023.The impact of foreign currency fluctuations could impact our near-termresults and ability to accurately

329、 predict our future results and earnings.The impact of these fluctuations can also be compounded by the seasonality of ourbusiness in which our fourth quarter has historically been our strongest quarter for new business and renewals.Fiscal YearOur fiscal year ends on January 31.References to fiscal

330、2025,for example,refer to the fiscal year ending January 31,2025.Operating SegmentsWe operate as one segment.See Note 1“Summary of Business and Significant Accounting Policies”to the condensed consolidated financial statementsfor further discussion.Sources of RevenuesWe derive our revenues from two

331、sources:(1)subscription and support revenues and(2)professional services and other revenues.Subscription andsupport revenues accounted for approximately 94 percent of our total revenues for the nine months ended October 31,2024.Subscription and support revenues include subscription fees from custome

332、rs accessing our enterprise cloud computing services(collectively,“CloudServices”),software license revenues from the sales of term software licenses,and support revenues from the sale of support and updates beyond the basicsubscription fees or related to the sales of software licenses.Our Cloud Ser

333、vices allow customers to use our multi-tenant software without taking possession ofthe software.Revenue is generally recognized ratably over the contract term.Subscription and support revenues also include revenues associated with termsoftware licenses that provide the customer with a right to use the software as it exists when made available.Revenues from term software licenses aregenerally recog