Cover Page
Cover Page - shares shares in Millions | 6 Months Ended | |
Jul. 31, 2021 | Aug. 25, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-32224 | |
Entity Registrant Name | salesforce.com, inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-3320693 | |
Entity Address, Address Line One | Salesforce Tower | |
Entity Address, Address Line Two | 415 Mission Street, 3rd Fl | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94105 | |
City Area Code | 415 | |
Local Phone Number | 901-7000 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | CRM | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 979 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --01-31 | |
Entity Central Index Key | 0001108524 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Jul. 31, 2021 | Jan. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 6,299 | $ 6,195 |
Marketable securities | 3,351 | 5,771 |
Accounts receivable, net | 4,074 | 7,786 |
Costs capitalized to obtain revenue contracts, net | 1,211 | 1,146 |
Prepaid expenses and other current assets | 1,321 | 991 |
Total current assets | 16,256 | 21,889 |
Property and equipment, net | 2,711 | 2,459 |
Operating lease right-of-use assets, net | 3,123 | 3,204 |
Noncurrent costs capitalized to obtain revenue contracts, net | 1,820 | 1,715 |
Strategic investments | 4,105 | 3,909 |
Goodwill | 48,103 | 26,318 |
Intangible assets acquired through business combinations, net | 9,746 | 4,114 |
Deferred tax assets and other assets, net | 2,794 | 2,693 |
Total assets | 88,658 | 66,301 |
Current liabilities: | ||
Accounts payable, accrued expenses and other liabilities | 4,274 | 4,355 |
Operating lease liabilities, current | 713 | 766 |
Unearned revenue | 11,067 | 12,607 |
Slack Convertible Notes | 1,339 | 0 |
Total current liabilities | 17,393 | 17,728 |
Noncurrent debt | 10,589 | 2,673 |
Noncurrent operating lease liabilities | 2,878 | 2,842 |
Other noncurrent liabilities | 2,278 | 1,565 |
Total liabilities | 33,138 | 24,808 |
Stockholders’ equity: | ||
Common stock | 1 | 1 |
Additional paid-in capital | 48,666 | 35,601 |
Accumulated other comprehensive loss | (84) | (42) |
Retained earnings | 6,937 | 5,933 |
Total stockholders’ equity | 55,520 | 41,493 |
Total liabilities and stockholders’ equity | $ 88,658 | $ 66,301 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | ||
Revenues: | |||||
Total revenues | $ 6,340 | $ 5,151 | $ 12,303 | $ 10,016 | |
Cost of revenues: | |||||
Total cost of revenues | [1],[2] | 1,613 | 1,311 | 3,168 | 2,565 |
Gross profit | 4,727 | 3,840 | 9,135 | 7,451 | |
Operating expenses: | |||||
Research and development | [1],[2] | 1,020 | 898 | 1,971 | 1,757 |
Marketing and sales | [1],[2] | 2,736 | 2,275 | 5,280 | 4,665 |
General and administrative | [1],[2] | 639 | 489 | 1,198 | 991 |
Total operating expenses | [1],[2] | 4,395 | 3,662 | 8,449 | 7,413 |
Income from operations | 332 | 178 | 686 | 38 | |
Gains on strategic investments, net | 526 | 682 | 814 | 874 | |
Other expense | (32) | (21) | (70) | (26) | |
Income before benefit from (provision for) income taxes | 826 | 839 | 1,430 | 886 | |
Benefit from (provision for) income taxes | [3] | (291) | 1,786 | (426) | 1,838 |
Net income | $ 535 | $ 2,625 | $ 1,004 | $ 2,724 | |
Basic net income per share (in dollars per share) | $ 0.57 | $ 2.90 | $ 1.08 | $ 3.02 | |
Diluted net income per share (in dollars per share) | $ 0.56 | $ 2.85 | $ 1.06 | $ 2.96 | |
Shares used in computing basic net income per share (in shares) | 933 | 904 | 927 | 901 | |
Shares used in computing diluted net income per share (in shares) | 950 | 922 | 945 | 919 | |
Subscription and support | |||||
Revenues: | |||||
Total revenues | $ 5,914 | $ 4,840 | $ 11,450 | $ 9,415 | |
Cost of revenues: | |||||
Total cost of revenues | [1],[2] | 1,146 | 1,013 | 2,268 | 1,979 |
Professional services and other | |||||
Revenues: | |||||
Total revenues | 426 | 311 | 853 | 601 | |
Cost of revenues: | |||||
Total cost of revenues | [1],[2] | $ 467 | $ 298 | $ 900 | $ 586 |
[1] | Amounts include amortization of intangible assets acquired through business combinations, as follows: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Cost of revenues $ 184 $ 166 $ 352 $ 325 Marketing and sales 135 118 255 230 | ||||
[2] | Amounts include stock-based expense, as follows: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Cost of revenues $ 95 $ 63 $ 177 $ 115 Research and development 197 184 370 350 Marketing and sales 263 253 501 476 General and administrative 85 78 156 141 | ||||
[3] | During the three months ended July 31, 2020, the Company recorded an approximately $2.0 billion one-time benefit from discrete tax item related to the recognition of deferred tax assets resulting from an intra-entity transfer of intangible property. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Stock-based expenses | $ 640 | $ 578 | $ 1,204 | $ 1,082 |
Discrete tax benefit | 2,000 | |||
Cost of revenues | ||||
Amortization of intangibles acquired through business combinations | 184 | 166 | 352 | 325 |
Stock-based expenses | 95 | 63 | 177 | 115 |
Research and development | ||||
Stock-based expenses | 197 | 184 | 370 | 350 |
Marketing and sales | ||||
Amortization of intangibles acquired through business combinations | 135 | 118 | 255 | 230 |
Stock-based expenses | 263 | 253 | 501 | 476 |
General and administrative | ||||
Stock-based expenses | $ 85 | $ 78 | $ 156 | $ 141 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 535 | $ 2,625 | $ 1,004 | $ 2,724 |
Other comprehensive income (loss), net of reclassification adjustments: | ||||
Foreign currency translation and other gains (losses) | (9) | 28 | (25) | 5 |
Unrealized gains (losses) on marketable securities and privately held debt securities | (8) | 49 | (21) | 24 |
Other comprehensive income (loss), before tax | (17) | 77 | (46) | 29 |
Tax effect | 1 | (10) | 4 | (4) |
Other comprehensive income (loss), net | (16) | 67 | (42) | 25 |
Comprehensive income | $ 519 | $ 2,692 | $ 962 | $ 2,749 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) shares in Millions, $ in Millions | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Beginning balance (in shares) at Jan. 31, 2020 | 893 | ||||
Beginning balance at Jan. 31, 2020 | $ 33,885 | $ 1 | $ 32,116 | $ (93) | $ 1,861 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued (in shares) | 6 | ||||
Common stock issued | 119 | 119 | |||
Stock-based expense | 504 | 504 | |||
Other comprehensive loss, net of tax | (42) | (42) | |||
Net income | 99 | 99 | |||
Ending balance (in shares) at Apr. 30, 2020 | 899 | ||||
Ending balance at Apr. 30, 2020 | 34,565 | $ 1 | 32,739 | (135) | 1,960 |
Beginning balance (in shares) at Jan. 31, 2020 | 893 | ||||
Beginning balance at Jan. 31, 2020 | 33,885 | $ 1 | 32,116 | (93) | 1,861 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive loss, net of tax | 25 | ||||
Net income | 2,724 | ||||
Ending balance (in shares) at Jul. 31, 2020 | 908 | ||||
Ending balance at Jul. 31, 2020 | 38,440 | $ 1 | 33,922 | (68) | 4,585 |
Beginning balance (in shares) at Apr. 30, 2020 | 899 | ||||
Beginning balance at Apr. 30, 2020 | 34,565 | $ 1 | 32,739 | (135) | 1,960 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued (in shares) | 9 | ||||
Common stock issued | 605 | 605 | |||
Stock-based expense | 578 | 578 | |||
Other comprehensive loss, net of tax | 67 | 67 | |||
Net income | 2,625 | 2,625 | |||
Ending balance (in shares) at Jul. 31, 2020 | 908 | ||||
Ending balance at Jul. 31, 2020 | 38,440 | $ 1 | 33,922 | (68) | 4,585 |
Beginning balance (in shares) at Jan. 31, 2021 | 919 | ||||
Beginning balance at Jan. 31, 2021 | 41,493 | $ 1 | 35,601 | (42) | 5,933 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued (in shares) | 6 | ||||
Common stock issued | 67 | 67 | |||
Stock-based expense | 564 | 564 | |||
Other comprehensive loss, net of tax | (26) | (26) | |||
Net income | 469 | 469 | |||
Ending balance (in shares) at Apr. 30, 2021 | 925 | ||||
Ending balance at Apr. 30, 2021 | 42,567 | $ 1 | 36,232 | (68) | 6,402 |
Beginning balance (in shares) at Jan. 31, 2021 | 919 | ||||
Beginning balance at Jan. 31, 2021 | 41,493 | $ 1 | 35,601 | (42) | 5,933 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Other comprehensive loss, net of tax | (42) | ||||
Net income | 1,004 | ||||
Ending balance (in shares) at Jul. 31, 2021 | 978 | ||||
Ending balance at Jul. 31, 2021 | 55,520 | $ 1 | 48,666 | (84) | 6,937 |
Beginning balance (in shares) at Apr. 30, 2021 | 925 | ||||
Beginning balance at Apr. 30, 2021 | 42,567 | $ 1 | 36,232 | (68) | 6,402 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued (in shares) | 5 | ||||
Common stock issued | 525 | 525 | |||
Shares issued related to the acquisition of Slack (in shares) | 46 | ||||
Shares issued related to the acquisition of Slack | 11,269 | 11,269 | |||
Stock-based expense (in shares) | 2 | ||||
Stock-based expense | 640 | 640 | |||
Other comprehensive loss, net of tax | (16) | (16) | |||
Net income | 535 | 535 | |||
Ending balance (in shares) at Jul. 31, 2021 | 978 | ||||
Ending balance at Jul. 31, 2021 | $ 55,520 | $ 1 | $ 48,666 | $ (84) | $ 6,937 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Operating activities: | ||||
Net income | $ 535 | $ 2,625 | $ 1,004 | $ 2,724 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation and amortization | 719 | 649 | 1,404 | 1,307 |
Amortization of costs capitalized to obtain revenue contracts, net | 334 | 250 | 648 | 497 |
Stock-based expense | 640 | 578 | 1,204 | 1,082 |
Gains on strategic investments, net | (526) | (682) | (814) | (874) |
Tax benefit from intra-entity transfer of intangible property | 0 | (2,003) | 0 | (2,003) |
Changes in assets and liabilities, net of business combinations: | ||||
Accounts receivable, net | (812) | (349) | 3,804 | 2,745 |
Costs capitalized to obtain revenue contracts, net | (463) | (455) | (818) | (480) |
Prepaid expenses and other current assets and other assets | (173) | (203) | (190) | (214) |
Accounts payable and accrued expenses and other liabilities | 805 | 693 | (288) | (64) |
Operating lease liabilities | (200) | (209) | (416) | (412) |
Unearned revenue | (473) | (465) | (1,924) | (2,020) |
Net cash provided by operating activities | 386 | 429 | 3,614 | 2,288 |
Investing activities: | ||||
Business combinations, net of cash acquired | (14,356) | (1,154) | (14,781) | (1,257) |
Purchases of strategic investments | (509) | (232) | (786) | (574) |
Sales of strategic investments | 913 | 51 | 1,469 | 652 |
Purchases of marketable securities | (507) | (1,681) | (2,316) | (2,515) |
Sales of marketable securities | 2,464 | 207 | 3,045 | 544 |
Maturities of marketable securities | 1,154 | 330 | 1,652 | 557 |
Capital expenditures | (213) | (114) | (384) | (437) |
Net cash used in investing activities | (11,054) | (2,593) | (12,101) | (3,030) |
Financing activities: | ||||
Proceeds from issuance of debt, net of issuance costs | 7,922 | 0 | 7,912 | 0 |
Repayments of Slack Convertible Notes, net of capped call proceeds | 168 | 0 | 168 | 0 |
Proceeds from employee stock plans | 375 | 466 | 600 | 724 |
Principal payments on financing obligations | (24) | (24) | (73) | (72) |
Repayments of debt | (1) | (1) | (2) | (2) |
Net cash provided by financing activities | 8,440 | 441 | 8,605 | 650 |
Effect of exchange rate changes | (17) | 3 | (14) | (1) |
Net increase (decrease) in cash and cash equivalents | (2,245) | (1,720) | 104 | (93) |
Cash and cash equivalents, beginning of period | 8,544 | 5,772 | 6,195 | 4,145 |
Cash and cash equivalents, end of period | 6,299 | 4,052 | 6,299 | 4,052 |
Cash paid during the period for: | ||||
Interest | 2 | 2 | 48 | 48 |
Income taxes, net of tax refunds | 34 | 66 | 83 | 124 |
Non-cash investing and financing activities: | ||||
Fair value of equity awards assumed | 205 | 6 | 205 | 6 |
Fair value of common stock issued as consideration for the acquisition of Slack | $ 11,064 | $ 0 | $ 11,064 | $ 0 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Business and Significant Accounting Policies | Summary of Business and Significant Accounting Policies Description of Business Salesforce (the “Company”) is a global leader in customer relationship management ("CRM") technology that brings companies and customers together. With the Customer 360 platform, the Company delivers a single source of truth, connecting customer data across systems, apps and devices to help companies sell, service, market and conduct commerce from anywhere. Since its founding in 1999, Salesforce has pioneered innovations in cloud, mobile, social, analytics and artificial intelligence (“AI”), enabling companies of every size and industry to transform their businesses in the all-digital, work-from-anywhere era. On July 21, 2021, the Company acquired Slack Technologies, Inc. (“Slack”). Slack is a channel-based messaging platform (see Note 6, “Business Combinations”). Fiscal Year The Company’s fiscal year ends on January 31. References to fiscal 2022, for example, refer to the fiscal year ending January 31, 2022. Basis of Presentation The accompanying condensed consolidated balance sheet as of July 31, 2021 and the condensed consolidated statements of operations, condensed consolidated statements of comprehensive income, condensed consolidated statements of stockholders' equity and condensed consolidated statements of cash flows for the three and six months ended July 31, 2021 and 2020 are unaudited. These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of July 31, 2021, and its results of operations, including its comprehensive income, stockholders' equity and its cash flows for the three and six months ended July 31, 2021 and 2020. All adjustments are of a normal recurring nature. The results for the three and six months ended July 31, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending January 31, 2022. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2021. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in the Company’s condensed consolidated financial statements and notes thereto. Significant estimates and assumptions made by management include the determination of: • the fair value of assets acquired and liabilities assumed for business combinations; • the standalone selling price (“SSP”) of performance obligations for revenue contracts with multiple performance obligations; • the valuation of privately-held strategic investments, including impairments; • the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions; • the average period of benefit associated with costs capitalized to obtain revenue contracts; • the useful lives of intangible assets; and • the fair value of certain stock awards issued. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, which forms the basis for making judgments about the carrying values of assets and liabilities. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. Over the past few years, the Company has completed a number of acquisitions. These acquisitions have allowed the Company to expand its offerings, presence and reach in various market segments of the enterprise cloud computing market. While the Company has offerings in multiple enterprise cloud computing market segments, including as a result of the Company's acquisitions, and operates in multiple countries, the Company’s business operates in one operating segment because most of the Company's service offerings operate on the Customer 360 Platform and are deployed in a nearly identical manner, and the Company’s CODM evaluates the Company’s financial information and resources, and assesses the performance of these resources, on a consolidated basis. Concentrations of Credit Risk, Significant Customers and Investments The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. The Company’s investment portfolio consists primarily of investment-grade securities, and per the Company’s policy, limits the amount of credit exposure to any one issuer. The Company monitors and manages the overall exposure of its cash balances to individual financial institutions on an ongoing basis. The Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. This allowance is based upon historical loss patterns, the number of days that billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss patterns. The Company records the allowance against bad debt expense through the condensed consolidated statements of operations, included in general and administrative expense, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to unearned revenue on the condensed consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. No single customer accounted for more than five percent of accounts receivable at July 31, 2021 and January 31, 2021. No single customer accounted for five percent or more of total revenue during the six months ended July 31, 2021 and 2020. As of July 31, 2021 and January 31, 2021, assets located outside the Americas were 12 percent and 15 percent of total assets, respectively. As of July 31, 2021 and January 31, 2021, assets located in the United States were 87 percent and 82 percent of total assets, respectively. The Company is also exposed to concentrations of risk in its strategic investment portfolio, including within specific industries, as the Company primarily invests in enterprise cloud companies, technology startups and system integrators. These companies in many aspects are digitally transforming their respective industries and helping the Company expand its ecosystem and support other corporate initiatives. As these industries continue to mature and technologies change, the Company’s investment strategy and corresponding investment opportunities have expanded to include investments in late stage companies and companies concurrently with their initial public offerings (“IPO”), both of which typically result in larger individual capital investments. The Company’s strategy includes using proceeds from realized gains recognized on the sales of the Company’s existing strategic investments to, in part, fund these new strategic investments. As of July 31, 2021, the Company held one publicly traded investment with a carrying value that was greater than 10 percent of its strategic investment portfolio and one privately held investment with a carrying value that was individually greater than 15 percent of its strategic investment portfolio. As of January 31, 2021, the Company held three investments that were individually greater than five percent of its strategic investment portfolio, of which two were publicly traded and one was privately held. Revenue Recognition The Company derives its revenues from two sources: subscription and support revenues, and professional services and other revenues. Subscription and support revenues include subscription fees from customers accessing the Company’s enterprise cloud computing services (collectively, “Cloud Services”), software license revenues from the sales of term and perpetual licenses, and support revenue from the sales of support and updates beyond the basic subscription fees or related to the sales of software licenses. Professional services and other revenue includes professional and advisory services for process mapping, project management and implementation services, and training services. Revenue is recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. If the consideration promised in a contract includes a variable amount, for example, overage fees, contingent fees or service level penalties, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company determines the amount of revenue to be recognized through the application of the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when or as the Company satisfies the performance obligations. The Company’s subscription service arrangements are non-cancelable and do not contain refund-type provisions. Subscription and Support Revenues Subscription and support revenues are comprised of fees that provide customers with access to Cloud Services, software licenses and related support and updates during the term of the arrangement. Cloud Services allow customers to use the Company's multi-tenant software without taking possession of the software. Revenue is generally recognized ratably over the contract term. With the May 2018 acquisition of MuleSoft, Inc. (“MuleSoft”) and the August 2019 acquisition of Tableau Software, Inc. (“Tableau”), subscription and support revenues also include revenues associated with term-based on-premises software licenses that provide the customer with a right to use the software as it exists when made available. Revenues from distinct software licenses are generally recognized at the point in time when the software is made available to the customer. In cases where the Company allocates revenue to software support and updates revenue, the allocated revenue is recognized as the support and updates are provided, which is generally ratably over the contract term. The Company typically invoices its customers annually. Typical payment terms provide that customers pay within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in unearned revenue or revenue, depending on whether transfer of control to customers has occurred. Professional Services and Other Revenues The Company’s professional services contracts are either on a time and materials, fixed fee or subscription basis. These revenues are recognized as the services are rendered for time and materials contracts, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services contracts. Other revenues consist primarily of training revenues recognized as such services are performed. Significant Judgments - Contracts with Multiple Performance Obligations The Company enters into contracts with its customers that may include promises to transfer multiple Cloud Services, software licenses, premium support and professional services. A performance obligation is a promise in a contract with a customer to transfer products or services that are concluded to be distinct. Determining whether products and services are distinct performance obligations that should be accounted for separately or combined as one unit of accounting may require significant judgment. Cloud Services, software licenses, and support and updates services are generally concluded to be distinct because such offerings are often sold separately. In determining whether professional services are distinct, the Company considers the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the subscription start date and the contractual dependence of the service on the customer’s satisfaction with the professional services work. To date, the Company has concluded that professional services included in contracts with multiple performance obligations are distinct. The Company allocates the transaction price to each performance obligation on a relative SSP basis. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. The Company determines SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, the Company's go-to-market strategy, historical and current sales and contract prices. In instances where the Company does not sell or price a product or service separately, the Company determines relative fair value using information that may include market conditions or other observable inputs. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes to SSP. In certain cases, the Company is able to establish SSP based on observable prices of products or services sold or priced separately in comparable circumstances to similar customers. The Company uses a single amount to estimate SSP when indicated by the distribution of its observable prices. Alternatively, the Company uses a range of amounts to estimate SSP when the pricing practices or distribution of the observable prices is highly variable. The Company typically has more than one SSP for individual products and services due to the stratification of those products and services by customer size and geography. Costs Capitalized to Obtain Revenue Contracts The Company capitalizes incremental costs of obtaining non-cancelable Cloud Services subscription, ongoing Cloud Services support and license support and updates revenue contracts. For contracts with on-premises software licenses where revenue is recognized upfront when the software is made available to the customer, costs allocable to those licenses are expensed as they are incurred. Capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force. Capitalized amounts also include (1) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired, (2) commissions paid to employees upon renewals of subscription and support contracts, (3) the associated payroll taxes and fringe benefit costs associated with the payments to the Company’s employees, and (4) to a lesser extent, success fees paid to partners in emerging markets where the Company has a limited presence. Costs capitalized related to new revenue contracts are amortized on a straight-line basis over four years, which is longer than the typical initial contract period, but reflects the estimated average period of benefit, including expected contract renewals. In arriving at this average period of benefit, the Company evaluated both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition. Additionally, the Company amortizes capitalized costs for renewals and success fees paid to partners over two years. The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment. Amortization of capitalized costs to obtain revenue contracts is included in marketing and sales expense in the accompanying condensed consolidated statements of operations. During the six months ended July 31, 2021, the Company capitalized $818 million of costs to obtain revenue contracts and amortized $648 million to marketing and sales expense. During the six months ended July 31, 2020, the Company capitalized $480 million of costs to obtain revenue contracts and amortized $497 million to marketing and sales expense. Costs capitalized to obtain a revenue contract, net, on the Company's condensed consolidated balance sheets totaled $3.0 billion as of July 31, 2021 and $2.9 billion as of January 31, 2021. There were no impairments of costs to obtain revenue contracts for the three and six months ended July 31, 2021 and 2020, respectively. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. Marketable Securities The Company considers all of its marketable debt securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classifies these securities within current assets on the condensed consolidated balance sheets. Securities are classified as available for sale and are carried at fair value, with the change in unrealized gains and losses, net of tax, reported as a separate component on the condensed consolidated statements of comprehensive income until realized. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. Securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of the excess, if any, is caused by expected credit losses. Expected credit losses on securities are recognized in other expense, net on the condensed consolidated statements of operations, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive loss in stockholders' equity. For the purposes of computing realized and unrealized gains and losses, the cost of securities sold is based on the specific-identification method. Interest on securities classified as available for sale is included as a component of investment income within other expense. Strategic Investments The Company holds strategic investments in privately held debt and equity securities and publicly held equity securities in which the Company does not have a controlling interest. Privately held equity securities where the Company does not have a controlling financial interest in but does exercise significant influence over the investee are accounted for under the equity method. Privately held equity securities not accounted for under the equity method are recorded at cost and adjusted for observable transactions for same or similar investments of the same issuer (referred to as the measurement alternative) or impairment. All gains and losses on privately held equity securities, realized and unrealized, are recorded through gains 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 accumulated other comprehensive loss on the condensed consolidated balance sheet. Valuations of privately held securities are inherently complex and require judgment due to the lack of readily available market data. The carrying value is not adjusted for the Company's privately held equity securities if there are no observable price changes in a same or similar security from the same issuer or if there are no identified events or changes in circumstances that may indicate impairment, as discussed below. In determining the estimated fair value of its strategic investments in privately held companies, the Company utilizes the most recent data available to the Company. The Company assesses its privately held debt and equity securities in its strategic investment portfolio at least quarterly for impairment. The Company’s impairment analysis encompasses an assessment of both qualitative and quantitative factors, including the investee's financial metrics, market acceptance of the investee's product or technology and the rate at which the investee is using its cash. If the investment is considered impaired, the Company recognizes an impairment through the condensed consolidated statements of operations and establishes a new carrying value for the investment. Publicly held equity securities are measured at fair value with changes recorded through gains on strategic investments, net on the condensed consolidated statements of operations. Fair Value Measurement The Company measures its cash and cash equivalents, marketable securities, publicly held equity securities, and foreign currency derivative contracts at fair value. In addition, the Company measures certain of its strategic investments, including its privately held debt securities and privately held equity securities for which there has been an observable price change in a same or similar security, at fair value on a nonrecurring basis. The additional disclosures regarding the Company’s fair value measurements are included in Note 4 “Fair Value Measurement.” Derivative Financial Instruments The Company enters into foreign currency derivative contracts with financial institutions to reduce foreign exchange risk associated primarily with intercompany receivables and payables. The Company uses forward currency derivative contracts, which are not designated as hedging instruments, to minimize the Company’s exposure to balances primarily denominated in the Euro, British Pound Sterling, Canadian Dollar, Australian Dollar, Brazilian Real, and Japanese Yen. The Company’s derivative financial instruments program is not designated for trading or speculative purposes. The Company generally enters into master netting arrangements with the financial institutions with which it contracts for such derivatives, which permit net settlement of transactions with the same counterparty, thereby reducing risk of credit-related losses from a financial institutions' nonperformance. While the contract or notional amount is often used to express the volume of foreign currency derivative contracts, the amounts potentially subject to credit risk are generally limited to the amounts, if any, by which the counterparties’ obligations under the agreements exceed the obligations of the Company to the counterparties. The notional amount of foreign currency derivative contracts as of July 31, 2021 and January 31, 2021 was $4.7 billion and $5.3 billion, respectively. Outstanding foreign currency derivative contracts are recorded at fair value on the condensed consolidated balance sheets. Unrealized gains or losses due to changes in the fair value of these derivative contracts, as well as realized gains or losses from their net settlement, are recognized as other expense consistent with the offsetting gains or losses resulting from the remeasurement or settlement of the underlying foreign currency denominated receivables and payables. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of those assets as follows: Computers, equipment and software 3 to 9 years Furniture and fixtures 5 years Leasehold improvements Shorter of the estimated lease term or 10 years Buildings and building improvements 10 to 40 years When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from their respective accounts and any loss on such retirement is reflected in operating expenses. Leases The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are included in operating lease right-of-use (“ROU”) assets and current and noncurrent operating lease liabilities on the Company’s condensed consolidated balance sheets. Assets recognized from finance leases (also referred to as ROU assets) are included in property and equipment, accrued expenses and other liabilities and other noncurrent liabilities, respectively, on the Company’s condensed consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term. The corresponding lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less for any asset classes. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement, net of any future tenant incentives. The Company has lease agreements which contain both lease and non-lease components, which it has elected to combine for all asset classes. As such, minimum lease payments include fixed payments for non-lease components within a lease agreement, but exclude variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. The Company’s lease terms may include options to extend or terminate the lease. Periods beyond the noncancellable term of the lease are included in the measurement of the lease liability when it is reasonably certain that the Company will exercise the associated extension option or waive the termination option. The Company reassesses the lease term if and when a significant event or change in circumstances occurs within the control of the Company. As most of the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company's incremental borrowing rate is an estimate of the interest rate the Company would have to pay to borrow on a collateralized basis with similar terms and payments, in the economic environment where the leased asset is located. The lease ROU asset is recognized based on the lease liability, adjusted for any rent payments or initial direct costs incurred or tenant incentives received prior to commencement. Lease expenses for minimum lease payments for operating leases are recognized on a straight-line basis over the lease term. Amortization expense of finance lease ROU assets is recognized on a straight-line basis over the lease term, and interest expense for finance lease liabilities is recognized based on the incremental borrowing rate. Expense for variable lease payments are recognized as incurred. On the lease commencement date, the Company also establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are included in property and equipment, net and are amortized over the lease term to operating expense. The Company has entered into subleases or has made decisions and taken actions to exit and sublease certain unoccupied leased office space. Similar to other long-lived assets discussed below, management tests ROU assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. For leased assets, such circumstances would include the decision to leave a leased facility prior to the end of the minimum lease term or subleases for which estimated cash flow do not fully cover the costs of the associated lease. Intangible Assets Acquired through Business Combinations Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Impairment Assessment The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during its fourth quarter of each fiscal year or more often if and when circumstances indicate that goodwill may not be recoverable. There were no material impairments of intangible assets, long-lived assets or goodwill during the three and six months ended July 31, 2021 and 2020. Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions, tax-related valuation allowances and pre-acquisition contingencies are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s condensed consolidated statements of operations. In the event the Company acquires an entity with which the Company has a preexisting relationship, the Company will generally recognize a gain or loss to settle that relationship as of the acquisition date within operating income on the condensed consolidated statements of operations. In the event that the Company acquires an entity in which the Company previously held a strategic investment, the difference between the fair value of the shares as of the date of the acquisition and the carrying value of the strategic investment is recorded as a gain or loss and recorded within net gains or (losses) on strategic investments in the condensed consolidated statements of operations. Stock-Based E |
Revenues
Revenues | 6 Months Ended |
Jul. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues Disaggregation of Revenue Subscription and Support Revenue by the Company's Service Offerings Subscription and support revenues consisted of the following (in millions): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Sales $ 1,477 $ 1,279 $ 2,865 $ 2,524 Service 1,600 1,303 3,106 2,555 Platform and Other 1,882 1,512 3,629 2,876 Marketing and Commerce 955 746 1,850 1,460 $ 5,914 $ 4,840 $ 11,450 $ 9,415 Total Revenue by Geographic Locations Revenues by geographical region consisted of the following (in millions): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Americas $ 4,312 $ 3,596 $ 8,406 $ 6,966 Europe 1,416 1,070 2,718 2,104 Asia Pacific 612 485 1,179 946 $ 6,340 $ 5,151 $ 12,303 $ 10,016 Revenues by geography are determined based on the region of the Company's contracting entity, which may be different than the region of the customer. Americas revenue attributed to the United States was approximately 94 percent during the three and six months ended July 31, 2021 and 96 percent during the three and six months ended July 31, 2020. No other country represented more than ten percent of total revenue during the three and six months ended July 31, 2021 and 2020. Contract Balances Contract Assets As described in Note 1, subscription and support revenue is generally recognized ratably over the contract term beginning on the commencement date of each contract. License revenue is recognized at the point in time when the licenses are delivered. The Company records a contract asset when revenue recognized on a contract exceeds the billings. The Company's standard billing terms are annual in advance. Contract assets were $647 million as of July 31, 2021 as compared to $477 million as of January 31, 2021, and are included in prepaid expenses and other current assets and deferred tax assets and other assets, net on the condensed consolidated balance sheets. Impairments of contract assets were immaterial during the three and six months ended July 31, 2021 and 2020. Unearned Revenue Unearned revenue represents amounts that have been invoiced in advance of revenue recognition and is recognized as revenue when transfer of control to customers has occurred or services have been provided. The unearned revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements. The Company generally invoices customers in annual installments. The unearned revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, dollar size and new business linearity within the quarter. The change in unearned revenue was as follows (in millions): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Unearned revenue, beginning of period $ 11,158 $ 9,112 $ 12,607 $ 10,662 Billings and other (1) 5,771 4,632 10,209 7,937 Contribution from contract asset 96 54 170 59 Revenue recognized over time (5,948) (4,847) (11,559) (9,491) Revenue recognized at a point in time (392) (304) (744) (525) Unearned revenue from business combinations 382 64 384 69 Unearned revenue, end of period $ 11,067 $ 8,711 $ 11,067 $ 8,711 (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 revenue which is generally recognized over time, professional services revenue which is recognized as delivered, and training classes that are primarily billed, delivered and recognized within the same reporting period. Additionally, revenue recognized over time includes the contract consideration that is allocated to on-premise software support and updates. Revenue recognized at a point in time substantially consists of on-premises software licenses. Remaining Performance Obligation Remaining performance obligation represents contracted revenue that has not yet been recognized and includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to the remaining performance obligation is influenced by several factors, including seasonality, the timing of renewals, the timing of software license deliveries, average contract terms and foreign currency exchange rates. Remaining performance obligation is also impacted by acquisitions. Unbilled portions of the remaining performance obligation denominated in foreign currencies are revalued each period based on the period end exchange rates. Unbilled portions of the remaining performance obligation are subject to future economic risks, including bankruptcies, regulatory changes and other market factors. The Company excludes amounts related to performance obligations from professional services contracts that are billed and recognized on a time-and-materials basis. The majority of the Company's noncurrent remaining performance obligation is expected to be recognized in the next 13 to 36 months. Remaining performance obligation consisted of the following (in billions): Current Noncurrent Total As of July 31, 2021 (1) $ 18.7 $ 17.5 $ 36.2 As of January 31, 2021 $ 18.0 $ 18.1 $ 36.1 (1) Includes approximately $800 million of remaining performance obligation related to the Slack acquisition on July 21, 2021. |
Investments
Investments | 6 Months Ended |
Jul. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Marketable Securities At July 31, 2021, marketable securities consisted of the following (in millions): Investments Classified as Marketable Securities Amortized Unrealized Unrealized Fair Value Corporate notes and obligations $ 2,159 $ 11 $ (4) $ 2,166 U.S. treasury securities 81 0 0 81 Mortgage-backed obligations 223 3 0 226 Asset-backed securities 645 3 0 648 Municipal securities 70 1 0 71 Commercial paper 5 0 0 5 Covered bonds 139 0 (1) 138 Other 16 0 0 16 Total marketable securities $ 3,338 $ 18 $ (5) $ 3,351 At January 31, 2021, marketable securities consisted of the following (in millions): Investments Classified as Marketable Securities Amortized Unrealized Unrealized Fair Value Corporate notes and obligations $ 3,321 $ 20 $ 0 $ 3,341 U.S. treasury securities 205 1 0 206 Mortgage-backed obligations 382 5 0 387 Asset-backed securities 1,096 6 (1) 1,101 Municipal securities 242 2 0 244 Covered bonds 328 0 0 328 Other 164 0 0 164 Total marketable securities $ 5,738 $ 34 $ (1) $ 5,771 The contractual maturities of the investments classified as marketable securities were as follows (in millions): As of July 31, 2021 January 31, 2021 Due within 1 year $ 1,176 $ 2,525 Due in 1 year through 5 years 2,172 3,236 Due in 5 years through 10 years 3 10 $ 3,351 $ 5,771 Strategic Investments Strategic investments by form and measurement category as of July 31, 2021 were as follows (in millions): Measurement Category Fair Value Measurement Alternative Other Total Equity securities (1) $ 1,011 $ 2,895 $ 124 $ 4,030 Debt securities and other investments 0 0 75 75 Balance as of July 31, 2021 $ 1,011 $ 2,895 $ 199 $ 4,105 (1) Approximately 24 percent of the balance of the Company’s equity securities accounted for under the fair value is a result of initial investments made by the Company concurrently with the investee’s IPO. Strategic investments by form and measurement category as of January 31, 2021 were as follows (in millions): Measurement Category Fair Value Measurement Alternative Other Total Equity securities $ 2,068 $ 1,670 $ 120 $ 3,858 Debt securities and other investments 0 0 51 51 Balance as of January 31, 2021 $ 2,068 $ 1,670 $ 171 $ 3,909 Measurement Alternative Adjustments The Company recognized $15 million and $10 million of impairments and downward adjustments and $304 million and $25 million of upward adjustments during the three months ended July 31, 2021 and 2020, respectively. The Company recognized $27 million and $76 million of impairments and downward adjustments and $802 million and $55 million of upward adjustments during the six months ended July 31, 2021 and 2020. Approximately $369 million of the upward adjustments during the six months ended July 31, 2021 was related to the mark-up of one of the Company’s privately held investments. Since February 1, 2018, cumulative impairments and downward adjustments were $186 million and cumulative upward adjustments were $1.1 billion through July 31, 2021 for measurement alternative investments still held as of July 31, 2021. Gains on Strategic Investments, Net The components of gains and losses on strategic investments were as follows (in millions): 2 Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Unrealized gains (losses) recognized on publicly traded equity securities, net $ 95 $ 623 $ (111) $ 623 Unrealized gains recognized on privately held equity securities, net 304 24 802 54 Realized gains on sales of securities, net 147 49 157 288 Impairments on privately held equity and debt securities (20) (14) (34) (91) Gains on strategic investments, net $ 526 $ 682 $ 814 $ 874 Realized gains on sales of securities, net reflects the difference between the sale proceeds and the carrying value of the security at the beginning of the period or the purchase date, if later. The realized gains for the three and six months ended July 31, 2021, were primarily driven by the acquisition of one of the Company’s privately held equity investments in a stock and cash transaction by a publicly traded company of $155 million. The cumulative net gains, measured as the sale price less the initial purchase price, for equity securities exited during the three and six months ended July 31, 2021 were $638 million and $1.1 billion, respectively. Cumulative net realized gains in the three and six months ended July 31, 2021 include gains related to partial sales of two of the Company’s publicly traded investments, which resulted in cumulative net gains of $561 million and $965 million, respectively. In the three months ended July 31, 2021 and 2020, for strategic investments still held as of those respective period ends, the Company recognized net unrealized gains of $379 million and $633 million, respectively. These include approximately $20 million and $14 million of impairments on privately held equity and debt securities in the three months ended July 31, 2021 and 2020, respectively. |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jul. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2. Significant other inputs that are directly or indirectly observable in the marketplace. Level 3. Significant unobservable inputs which are supported by little or no market activity. All of the Company’s cash equivalents, marketable securities and foreign currency derivative contracts are classified within Level 1 or Level 2 because the Company’s cash equivalents, marketable securities and foreign currency derivative contracts are valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs. The following table presents information about the Company’s assets and liabilities that were measured at fair value as of July 31, 2021 and indicates the fair value hierarchy of the valuation (in millions): Description Quoted Prices in Significant Other Significant Balance as of Cash equivalents (1): Time deposits $ 0 $ 1,076 $ 0 $ 1,076 Money market mutual funds 2,396 0 0 2,396 Cash equivalent securities 0 11 0 11 Marketable securities: Corporate notes and obligations 0 2,166 0 2,166 U.S. treasury securities 0 81 0 81 Mortgage-backed obligations 0 226 0 226 Asset-backed securities 0 648 0 648 Municipal securities 0 71 0 71 Commercial paper 0 5 0 5 Covered bonds 0 138 0 138 Other 0 16 0 16 Strategic investments: Publicly held equity securities 1,011 0 0 1,011 Total assets $ 3,407 $ 4,438 $ 0 $ 7,845 (1) Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheets in addition to $2.8 billion of cash, as of July 31, 2021. The following table presents information about the Company’s assets and liabilities that were measured at fair value as of January 31, 2021 and indicates the fair value hierarchy of the valuation (in millions): Description Quoted Prices in Significant Other Significant Balance as of January 31, 2021 Cash equivalents (1): Time deposits $ 0 $ 1,143 $ 0 $ 1,143 Money market mutual funds 377 0 0 377 Cash equivalent securities 0 1,910 0 1,910 Marketable securities: Corporate notes and obligations 0 3,341 0 3,341 U.S. treasury securities 0 206 0 206 Mortgage-backed obligations 0 387 0 387 Asset-backed securities 0 1,101 0 1,101 Municipal securities 0 244 0 244 Covered bonds 0 328 0 328 Other 0 164 0 164 Strategic investments: Publicly held equity securities 2,068 0 0 2,068 Total assets $ 2,445 $ 8,824 $ 0 $ 11,269 (1) Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheets in addition to $2.8 billion of cash, as of January 31, 2021. Strategic Investments Measured and Recorded at Fair Value on a Non-Recurring Basis The Company's privately held debt and equity securities and equity method investments are recorded at fair value on a non-recurring basis. The estimation of fair value for these investments requires the use of significant unobservable inputs, and as a result, the Company deems these assets as Level 3 within the fair value measurement framework. For investments without a readily determinable fair value, the Company applies valuation methods based on information available, including the market approach and option pricing models (“OPM”). Observable transactions, such as the issuance of new equity by an investee, are indicators of investee enterprise value and are used to estimate the fair value of the Company’s investments. An OPM may be utilized to allocate value to the various classes of securities of the investee, including classes owned by the Company. Such information available to the Company from investee companies is supplemented with estimates such as volatility, expected time to liquidity and the rights and obligations of the securities the Company holds. The Company's privately held debt and equity securities and other investments amounted to $3.1 billion and $1.8 billion as of July 31, 2021 and January 31, 2021, respectively. |
Leases and Other Commitments
Leases and Other Commitments | 6 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Leases and Other Commitments | Leases and Other Commitments Leases The Company has operating leases for corporate offices, data centers and equipment under non-cancelable operating leases with various expiration dates. The leases have remaining terms of 1 to 18 years, some of which include options to terminate within one year. Total operating lease costs were $258 million for both the three months ended July 31, 2021 and 2020, and $524 million and $537 million for the six months ended July 31, 2021 and 2020, respectively. For the three months ended July 31, 2021 and 2020, cash payments for operating leases were $217 million and $224 million, respectively, and $454 million and $450 million for the six months ended July 31, 2021 and 2020, respectively. Operating lease commencements and modifications resulted in increases to ROU assets and corresponding operating lease liabilities of $57 million and $177 million during the three months ended July 31, 2021 and 2020, respectively, and $137 million and $366 million during the six months ended July 31, 2021 and 2020, respectively. The July 2021 acquisition of Slack resulted in an increase in ROU assets and operating lease liabilities of $208 million and $283 million, respectively. As of July 31, 2021, the maturities of lease liabilities under non-cancelable operating and finance leases were as follows (in millions): Operating Leases Finance Leases Fiscal Period: Remaining six months of fiscal 2022 $ 378 $ 36 Fiscal 2023 748 74 Fiscal 2024 575 74 Fiscal 2025 458 65 Fiscal 2026 394 11 Thereafter 1,330 0 Total minimum lease payments 3,883 260 Less: Imputed interest (292) (8) Total $ 3,591 $ 252 Operating lease amounts above do not include sublease income. The Company has entered into various sublease agreements with third parties. Under these agreements, the Company expects to receive sublease income of approximately $173 million in the next five years and $26 million thereafter. As of July 31, 2021, the Company has additional operating leases that have not yet commenced totaling $1.5 billion and therefore not reflected on the condensed consolidated balance sheets and tables above. These operating leases include agreements for office facilities to be constructed. These operating leases will commence between fiscal year 2022 and fiscal year 2025 with lease terms of 3 to 18 years. Letters of Credit |
Business Combinations
Business Combinations | 6 Months Ended |
Jul. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Slack Technologies, Inc. On July 21, 2021, the Company acquired all outstanding stock of Slack, a leading channel-based messaging platform. The Company has included the financial results of Slack in the condensed consolidated financial statements from the date of acquisition, which for the three and six months ended July 31, 2021 were not material. The transaction costs associated with the acquisition were approximately $54 million and were recorded in general and administrative expense during the six months ended July 31, 2021. The preliminary acquisition date fair value of the consideration transferred for Slack was approximately $27.1 billion, which consisted of the following (in millions): Fair Value Cash $ 15,799 Common stock issued 11,064 Fair value of stock options, restricted stock units and restricted stock awards assumed 205 Total $ 27,068 The fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. A share conversion ratio of 0.1885 and 0.1804 was applied to convert Slack's outstanding (i) stock options and restricted stock units and (ii) restricted stock awards, respectively, into equity awards for shares of the Company’s common stock. The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition (in millions): Fair Value Cash and cash equivalents $ 1,508 Accounts receivable 97 Acquired customer contract asset 70 Operating lease right-of-use assets 208 Other assets 323 Goodwill 21,453 Intangible assets 6,140 Accounts payable, accrued expenses and other liabilities (183) Unearned revenue (382) Slack Convertible Notes (see Note 8) (1,339) Operating lease liabilities (283) Deferred tax liability (544) Net assets acquired $ 27,068 The excess of purchase consideration over the fair value of other assets acquired and liabilities assumed was recorded as goodwill. The resulting goodwill is primarily attributed to the assembled workforce and expanded market opportunities, including integrating Slack product offering with existing Company service offerings in a digital-first, work anywhere world. The goodwill has no basis for U.S. income tax purposes. The fair values assigned to tangible assets acquired and liabilities assumed are preliminary based on management’s estimates and assumptions and may be subject to change as additional information is received and certain tax matters are finalized. The primary areas that remain preliminary relate to the fair values of intangible assets acquired, certain tangible assets and liabilities acquired, legal and other contingencies as of the acquisition date, income and non-income-based taxes and residual goodwill. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in millions): Fair Value Useful Life Developed technology $ 2,360 5 years Customer relationships 3,480 8 years Other purchased intangible assets 300 6 years Total intangible assets subject to amortization $ 6,140 Developed technology represents the preliminary estimated fair value of Slack's data analysis technologies. Customer relationships represent the preliminary estimated fair values of the underlying relationships with Slack customers. The Company assumed unvested stock options, restricted stock units and restricted stock awards with a preliminary estimated fair value of $1.7 billion. Of the total consideration, $205 million was preliminarily allocated to the purchase consideration and $1.5 billion was preliminarily allocated to future services and will be expensed over the remaining service periods on a straight-line basis. The following pro forma financial information summarizes the combined results of operations for the Company and Slack, as though the companies were combined as of the beginning of the Company’s fiscal 2021. The unaudited pro forma financial information was as follows (in millions): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Total revenues $ 6,557 $ 5,327 $ 12,743 $ 10,358 Pretax income (loss) 544 373 764 (126) Net income 369 2,253 563 1,942 The pro forma financial information for all periods presented above has been calculated after adjusting the results of Slack to reflect the business combination accounting effects resulting from this acquisition, including the fair value adjustment to revenue contracts, the amortization expense from acquired intangible assets and the stock-based compensation expense for unvested stock options, restricted stock units and restricted stock awards assumed as though the acquisition occurred as of the beginning of the Company’s fiscal year 2021. The historical consolidated financial statements have been adjusted in the pro forma combined financial statements to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the Company’s fiscal 2021. Acumen Solutions, Inc. In February 2021, the Company acquired all outstanding stock of Acumen Solutions, Inc. (“Acumen”), a professional services firm that provides innovative and critical solutions to clients using the Company’s service offerings and other advanced cloud technologies. The acquisition date fair value of the consideration transferred for Acumen was approximately $433 million, in cash. The Company recorded approximately $99 million for customer relationships with estimated useful lives of eight years. The Company recorded approximately $337 million of goodwill which is primarily attributed to the assembled workforce. For the goodwill balance there is no basis for U.S. income tax purposes. The fair values assigned to tangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received and certain tax returns are finalized. The primary areas that remain preliminary relate to the fair values of intangible assets acquired, certain tangible assets and liabilities acquired, legal and other contingencies as of the acquisition date, income and non-income-based taxes and residual goodwill. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. The Company has included the financial results of Acumen in its condensed consolidated financial statements from the date of acquisition, which were not material. The transaction costs associated with the acquisition were not material. |
Intangible Assets Acquired Thro
Intangible Assets Acquired Through Business Combinations and Goodwill | 6 Months Ended |
Jul. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Acquired Through Business Combinations and Goodwill | Intangible Assets Acquired Through Business Combinations and Goodwill Intangible Assets Acquired Through Business Combinations Intangible assets acquired through business combinations were as follows (in millions): Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net Weighted January 31, 2021 Additions and retirements, net July 31, 2021 January 31, 2021 Expense and retirements, net July 31, 2021 January 31, 2021 July 31, 2021 July 31, 2021 Acquired developed technology $ 3,305 $ 2,360 $ 5,665 $ (1,427) $ (352) $ (1,779) $ 1,878 $ 3,886 4.1 Customer relationships 3,510 3,579 7,089 (1,279) (251) (1,530) 2,231 5,559 7.1 Other (1) 45 300 345 (40) (4) (44) 5 301 5.9 Total $ 6,860 $ 6,239 $ 13,099 $ (2,746) $ (607) $ (3,353) $ 4,114 $ 9,746 5.8 (1) Included in other are in-place leases, trade names, trademarks and territory rights. Amortization of intangible assets resulting from business combinations for the three months ended July 31, 2021 and 2020 was $319 million and $284 million, respectively, and for the six months ended July 31, 2021 and 2020 was $607 million and $555 million, respectively. The expected future amortization expense for intangible assets as of July 31, 2021 was as follows (in millions): Fiscal Period: Remaining six months of fiscal 2022 $ 1,002 Fiscal 2023 1,892 Fiscal 2024 1,806 Fiscal 2025 1,537 Fiscal 2026 1,312 Thereafter 2,197 Total amortization expense $ 9,746 Customer Contract Assets Acquired Through Business Combinations Customer contract assets resulting from business combinations reflect the fair value of future billings of amounts that are contractually committed by acquired companies' existing customers as of the acquisition date. Customer contract assets are amortized over the corresponding assumed contract terms. Customer contract assets resulting from business combinations were $96 million and $42 million as of July 31, 2021 and January 31, 2021, respectively, and are included in other assets on the condensed consolidated balance sheets. Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. The changes in the carrying amounts of goodwill, which is generally not deductible for tax purposes, were as follows (in millions): Balance as of January 31, 2021 $ 26,318 Slack 21,453 Acumen 337 Other adjustments (1) (5) Balance as of July 31, 2021 $ 48,103 |
Debt
Debt | 6 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The carrying values of the Company's borrowings were as follows (in millions): Instrument Date of issuance Maturity date Contractual interest rate Outstanding principal as of July 31, 2021 July 31, 2021 January 31, 2021 2023 Senior Notes April 2018 April 2023 3.25% $ 1,000 $ 997 $ 996 Loan assumed on 50 Fremont February 2015 June 2023 3.75% 188 188 190 2024 Senior Notes July 2021 July 2024 0.625% 1,000 996 0 Slack Convertible Notes July 2021 (1) April 2025 0.50% 863 1,339 0 2028 Senior Notes April 2018 April 2028 3.70% 1,500 1,491 1,491 2028 Senior Sustainability Notes July 2021 July 2028 1.50% 1,000 990 0 2031 Senior Notes July 2021 July 2031 1.95% 1,500 1,487 0 2041 Senior Notes July 2021 July 2041 2.70% 1,250 1,233 0 2051 Senior Notes July 2021 July 2051 2.90% 2,000 1,976 0 2061 Senior Notes July 2021 July 2061 3.05% 1,250 1,234 0 Total carrying value of debt $ 11,551 11,931 2,677 Less current portion of debt (1,342) (4) Total noncurrent debt $ 10,589 $ 2,673 (1) Assumed in July 2021 acquisition of Slack. The Company was in compliance with all debt covenants as of July 31, 2021. The total estimated fair value of the Company's outstanding senior unsecured notes (the “Senior Notes”) above as of July 31, 2021 and January 31, 2021 was $10.9 billion and $2.8 billion, respectively. These fair values were determined based on the closing trading price per $100 of the Senior Notes as of the last day of trading of the second quarter of fiscal 2022 and the last day of trading of fiscal 2021, respectively, and are deemed Level 2 liabilities within the fair value measurement framework. The Slack Convertible Notes were recorded at their fair value as of July 31, 2021, based on the conversion rights available to the noteholders under the Indenture (as defined below), the Slack merger consideration and certain Company share price history as of July 31, 2021, and are deemed Level 2 liabilities within the fair value measurement framework. The contractual future principal payments for all borrowings as of July 31, 2021 were as follows (in millions): Fiscal period: Remaining six months of fiscal 2022 $ 2 Fiscal 2023 4 Fiscal 2024 1,182 Fiscal 2025 1,000 Fiscal 2026 863 Thereafter 8,500 Total principal outstanding $ 11,551 July 2021 Notes In July 2021 the Company issued $8.0 billion aggregate principal amount of senior unsecured Senior Notes (collectively, the “July 2021 Notes”), with maturities ranging from 2024 to 2061. The proceeds from this offering, net of discounts and debt issuance costs, was $7.9 billion. Interest on each of the July 2021 Notes is payable semi-annually in arrears. The Company may redeem any portion of the July 2021 Notes, either in whole or in part, at any time, subject to certain early redemption provisions. An amount equal to the net proceeds from the 2028 Senior Sustainability Notes will be allocated to finance or refinance, in whole or in part, one or more new or existing green or social projects that satisfy certain criteria. The remainder of the net proceeds from the July 2021 Notes were used to partially fund the cash consideration payable by the Company for the Slack acquisition, as well as related fees, costs and expenses. For more information regarding the acquisition of Slack, see Note 6 “Business Combinations.” In contemplation of the Slack acquisition, the Company had previously obtained contingent financing commitments from certain financial institutions for a $4.0 billion 364-day senior unsecured bridge loan facility and a $3.0 billion three-year senior unsecured term loan agreement. The Company terminated these borrowing facilities upon the issuance of the July 2021 Notes. Slack Convertible Notes In connection with the July 2021 acquisition of Slack, the Company assumed $863 million aggregate principal amount of 0.50 percent Convertible Senior Notes due 2025 (the “Slack Convertible Notes”) with a fair value of $1.3 billion as of the acquisition date. Under the indenture governing the Slack Convertible Notes (the “Indenture”), the Slack Convertible Notes bear semi-annual interest payments at 0.50 percent. The Slack Convertibles Notes mature on April 15, 2025, unless earlier converted or redeemed. The Slack Convertible Notes are convertible into merger consideration and may be settled in cash or a combination of both cash and shares based on a conversion ratio of 32.2630 units of merger consideration per note. On the date of the acquisition, the Company notified noteholders of their right to convert their notes under the terms of the Indenture, which provided for a conversion premium for notes converted by August 18, 2021. The notice specified that notes converted by August 18, 2021 would be settled entirely in cash. Through the date of filing, the Company has received conversion notices for $852 million of the $863 million aggregate principal balance of the Slack Convertible Notes, which the Company expects to settle in cash in the fiscal quarter ended October 31, 2021. There was no material change to the fair value of the Slack Convertible Notes between the Slack acquisition date and July 31, 2021. Slack Capped Calls In connection with the acquisition of Slack, the Company additionally assumed certain capped call contracts which Slack negotiated with multiple financial institutions as counterparties. The capped calls were intended to reduce or offset the potential dilution or negative cash outflows in the event of conversion of the Slack Convertible Notes. The Company agreed with the counterparties on settlement terms for these contracts, and the capped calls were settled in full in July 2021, which resulted in the Company’s receipt of aggregate cash proceeds of $168 million. Revolving Credit Facility In December 2020, the Company entered into a Credit Agreement with Citibank, N.A., as administrative agent, and certain other institutional lenders (the “Revolving Loan Credit Agreement”) that provides for a $3.0 billion unsecured revolving credit facility (“Credit Facility”) and that matures in December 2025. The Company may use the proceeds of future borrowings under the Credit Facility for general corporate purposes which may include, without limitation, financing the consideration for, fees, costs and expenses related to any acquisition. There were no outstanding borrowings under the Credit Facility as of July 31, 2021. The Company continues to pay a commitment fee on the available amount of the Credit Facility, which is included within other expense in the Company's condensed consolidated statements of operations. Interest Expense on Debt The following table sets forth total interest expense recognized related to debt (in millions), which is included within other expense in the Company’s condensed consolidated statements of operations: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Contractual interest expense $ 34 $ 24 $ 59 $ 48 Amortization of discounts and debt issuance costs 6 1 14 2 $ 40 $ 25 $ 73 $ 50 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jul. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The fair value of the Company’s stock options and ESPP shares are estimated on date of grant and the first day of the ESPP purchase period, respectively, using the Black-Scholes option pricing model. The weighted-average fair value per share for stock options grants, excluding assumed awards, was $60.30 and $57.99 in the three and six months ended July 31, 2021, respectively, compared to $48.50 and $40.06 in the three and six months ended July 31, 2020, respectively. ESPP assumptions and the related fair value per share table are disclosed in the three month periods in which ESPP purchases occur. The Company’s ESPP allows for two purchases each fiscal year, during the second and fourth quarters. The estimated term of the ESPP is based on the two purchase periods within each offering period. The weighted-average fair value per share for ESPP shares was $66.37 and $53.64 in the three months ended July 31, 2021 and 2020, respectively. Stock option activity, excluding the ESPP, for the six months ended July 31, 2021 was as follows: Options Outstanding Outstanding Weighted- Aggregate Balance as of January 31, 2021 23 $ 120.61 Options granted under all plans 7 196.68 Exercised (3) 93.38 Plan shares expired or canceled (1) 154.24 Balance as of July 31, 2021 26 $ 143.29 $ 2,586 Vested or expected to vest 24 $ 139.92 $ 2,472 Exercisable as of July 31, 2021 11 $ 99.98 $ 1,599 The following table summarizes information about stock options outstanding as of July 31, 2021: Options Outstanding Options Exercisable Range of Exercise Number Weighted- Weighted- Number of Weighted- $0.71 to $59.34 4 3.4 $ 38.55 3 $ 37.85 $59.64 to $118.04 5 2.9 96.87 4 94.62 $122.03 to $148.95 2 5.4 139.85 1 136.97 $154.14 5 5.6 154.14 1 154.14 $155.20 to $207.53 4 4.6 161.24 2 161.28 $215.17 to $258.04 6 6.6 220.16 0 0.00 26 4.9 $ 143.29 11 $ 99.98 Restricted stock activity for the six months ended July 31, 2021 was as follows: Restricted Stock Outstanding Outstanding Weighted-Average Grant Date Fair Value Aggregate Balance as of January 31, 2021 25 $ 155.50 Granted - restricted stock units and awards 16 228.60 Granted - performance-based stock units 1 196.24 Canceled (2) 164.98 Vested and converted to shares (7) 147.56 Balance as of July 31, 2021 33 $ 192.68 $ 7,932 Expected to vest 29 $ 6,899 The aggregate expected stock-based expense remaining to be recognized as of July 31, 2021 was as follows (in millions): Fiscal Period: Remaining six months of fiscal 2022 $ 1,621 Fiscal 2023 2,465 Fiscal 2024 1,609 Fiscal 2025 896 Thereafter 115 Total stock-based expense $ 6,706 |
Income Taxes
Income Taxes | 6 Months Ended |
Jul. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Effective Tax Rate The 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 loss and adjusts the provision for discrete tax items recorded in the period. For the six months ended July 31, 2021, the Company reported a tax provision of $426 million on a pretax income of $1.4 billion, which resulted in an effective tax rate of 30 percent. The Company’s effective tax rate differs from the U.S. statutory rate of 21 percent primarily due to profitable jurisdictions outside of the United States subject to tax rates greater than 21 percent, offset by excess tax benefits from stock-based compensation. For the six months ended July 31, 2020, the Company reported a tax benefit of $1.8 billion on a pretax income of $886 million, which resulted in a negative effective tax rate of 207 percent. The Company's effective tax rate differs from the U.S. statutory rate of 21 percent was primarily due to a one-time discrete tax benefit of $2.0 billion recorded in the three months ended July 31, 2020. The Company changed its international corporate structure, which included the consolidation of certain intangible property in Ireland resulting in a net tax benefit related to foreign deferred tax assets. The Company believes that it is more likely than not the deferred tax assets will be realized in Ireland. Unrecognized Tax Benefits and Other Considerations The Company records liabilities related to its uncertain tax positions. Tax positions for the Company and its subsidiaries are subject to income tax audits by multiple tax jurisdictions throughout the world. Certain prior year tax returns are currently being examined by various taxing authorities in countries including the United States, France and Germany. The Company believes that it has provided adequate reserves for its income tax uncertainties in all open tax years. As the outcome of the tax audits cannot be predicted with certainty, if any issues arising in the Company's tax audits progress in a manner inconsistent with management's expectations, the Company could adjust its provision for income taxes in the future. In addition, the Company anticipates it is reasonably possible that a decrease of its unrecognized tax benefits up to approximately $6 million may occur in the next 12 months, as the applicable statutes of limitations lapse, ongoing examinations are completed, or tax positions meet the conditions of being effectively settled. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jul. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding for the fiscal period. Diluted earnings per share is computed by giving effect to all potential weighted average dilutive common stock, including options and restricted stock units. The dilutive effect of outstanding awards is reflected in diluted earnings per share by application of the treasury stock method. A reconciliation of the denominator used in the calculation of basic and diluted earnings per share is as follows (in millions): 2 Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Numerator: Net income $ 535 $ 2,625 $ 1,004 $ 2,724 Denominator: Weighted-average shares outstanding for basic earnings per share 933 904 927 901 Effect of dilutive securities: Employee stock awards 17 18 18 18 Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share 950 922 945 919 The weighted-average number of shares outstanding used in the computation of diluted earnings per share does not include the effect of the following potentially outstanding common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted earnings per share because the effect would have been anti-dilutive (in millions): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Employee stock awards 7 12 6 11 |
Legal Proceedings and Claims
Legal Proceedings and Claims | 6 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Claims | Legal Proceedings and Claims In the ordinary course of business, the Company is or may be involved in various legal or regulatory proceedings, claims or purported class actions related to alleged infringement of third-party patents and other intellectual property rights, commercial, corporate and securities, labor and employment, wage and hour and other claims. The Company has been, and may in the future be put on notice or sued by third parties for alleged infringement of their proprietary rights, including patent infringement. In general, the resolution of a legal matter could prevent the Company from offering its service to others, could be material to the Company’s financial condition or cash flows, or both, or could otherwise adversely affect the Company’s reputation and future operating results. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. The outcomes of legal proceedings and other contingencies are, however, inherently unpredictable and subject to significant uncertainties. At this time, the Company is not able to reasonably estimate the amount or range of possible losses in excess of any amounts accrued, including losses that could arise as a result of application of non-monetary remedies, with respect to the contingencies it faces, and the Company’s estimates may not prove to be accurate. In management’s opinion, resolution of all current matters, including all those described below, is not expected to have a material adverse impact on the Company’s condensed consolidated results of operations, cash flows or financial position. However, depending on the nature and timing of any such dispute or other contingency, an unfavorable resolution of a matter could materially affect the Company’s current or future results of operations or cash flows, or both, in a particular quarter. Tableau Litigation In July and August 2017, two substantially similar securities class action complaints were filed against Tableau and two of its now former executive officers. The first complaint was filed in the U.S. District for the Southern District of New York (the “Scheufele Action”). The second complaint was filed in the U.S. District Court for the Western District of Washington and was voluntarily dismissed on October 17, 2017. In December 2017, the lead plaintiff in the Scheufele Action filed an amended complaint, which alleged that between February 5, 2015 and February 4, 2016, Tableau and certain of its executive officers violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 promulgated thereunder, in connection with statements regarding Tableau’s business and operations by allegedly failing to disclose, among other things, that product launches and software upgrades by competitors were negatively impacting Tableau’s competitive position and profitability. The amended complaint sought unspecified damages, interest, attorneys’ fees and other costs. In February 2018, the lead plaintiff filed a second amended complaint (the "SAC"), which contains substantially similar allegations as the amended complaint, and added as defendants two more of Tableau’s now former executive officers and directors. Defendants filed a motion to dismiss the SAC in March 2018, which was denied in February 2019. Defendants filed an answer to the SAC in March 2019, and subsequently amended their answer in April 2019. On January 15, 2020, the Court granted the lead plaintiff’s motion for class certification. The parties have completed fact and expert discovery. On October 1, 2020, the Court entered an order staying the deadline for summary judgment motions to allow the parties to complete additional discovery. On March 10, 2021, the parties reached an agreement in principle to settle the litigation in its entirety, which was memorialized in a formal settlement agreement dated April 16, 2021. On April 16, 2021, the lead plaintiff submitted a motion for preliminary approval of settlement, which was granted on May 7, 2021. On August 10, 2021, the lead plaintiff submitted a motion for final approval of the settlement, as well as a motion for an award of attorneys’ fees and expenses. The Court has set a final settlement approval hearing for September 14, 2021. In August 2018, Tableau was named as a nominal defendant in a purported shareholder derivative action in the United States District Court for the District of Delaware, allegedly on behalf of and for the benefit of Tableau, against certain of its now former directors and officers. The derivative action arises out of many of the factual allegations at issue in the Scheufele Action, and generally alleges that the individual defendants breached fiduciary duties owed to Tableau. The complaint seeks unspecified damages and equitable relief, attorneys' fees, costs and expenses. In April 2020, the same purported stockholder who filed the 2018 derivative action, who had previously been a shareholder of Tableau and acquired shares of Salesforce as a result of the acquisition of Tableau by Salesforce in August 2019, filed a “double derivative” action in the United States District Court for the District of Delaware, allegedly on behalf of and for the benefit of Salesforce and Tableau, against certain of Tableau’s now former directors and officers. The double derivative complaint adds Salesforce as an additional nominal defendant, but otherwise names the same individual defendants, generally alleges the same purported wrongdoing, and seeks the same relief as the 2018 derivative action. On April 24, 2020, the Court consolidated the 2018 and 2020 derivative actions. On June 5, 2020, the parties stipulated, and on June 12, 2020, the Court entered an order, vacating the defendants’ deadline to respond to the April 2020 complaint and requiring the plaintiff to file an amended complaint on or before August 11, 2020. On August 11, 2020, the plaintiff filed his amended complaint. The Company filed a motion to dismiss the amended complaint on September 25, 2020. On February 10, 2021, the Court dismissed plaintiff’s amended complaint with leave to amend. Plaintiff’s deadline to file a second amended complaint passed on March 12, 2021, without any amended filings by plaintiff. On March 22, 2021, the Court entered an order dismissing the case with prejudice. On March 25, 2021, plaintiff filed a motion for reconsideration asking the Court to clarify that the dismissal with prejudice applied only to the demand futility allegation in the amended complaint and to dismiss the underlying double-derivative claims without prejudice. As of this filing, the Court has not yet issued an order with respect to the plaintiff’s motion for reconsideration. Slack Litigation Beginning in September 2019, seven purported class action lawsuits were filed against Slack, its directors, certain of its officers and certain investment funds associated with certain of its directors, each alleging violations of securities laws in connection with Slack’s registration statement on Form S-1 (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”). All but one of these actions were filed in the Superior Court of California for the County of San Mateo, though one plaintiff originally filed in the County of San Francisco (the “San Francisco Action”) before refiling in the County of San Mateo. The remaining action was filed in the U.S. District Court for the Northern District of California (the “Federal Action”). In the Federal Action, captioned Dennee v. Slack Technologies, Inc., Case No. 3:19-CV-05857-SI, Slack and the other defendants filed a motion to dismiss the complaint in January 2020. In April 2020, the court granted in part and denied in part the motion to dismiss. In May 2020, Slack and the other defendants filed a motion to certify the court’s order for interlocutory appeal which the court granted. Slack and the other defendants filed a petition for permission to appeal the district court’s order to the Ninth Circuit Court of Appeals, which was granted in July 2020. Oral argument was heard in May 2021, and a decision is pending. The state court actions were consolidated in November 2019, and the consolidated action is captioned In re Slack Technologies, Inc. Shareholder Litigation, Lead Case No. 19CIV05370 (the “State Court Action”). An additional state court action was filed in San Mateo County in June 2020 but was consolidated with the State Court Action in July 2020. Slack and the other defendants filed demurrers to the complaint in the State Court Action in February 2020. In August 2020, the court sustained in part and overruled in part the demurrers, and granted plaintiffs leave to file an amended complaint, which they filed in October 2020. Slack and the other defendants answered the complaint in November 2020. The plaintiff in the San Francisco Action has sought dismissal of that action after joining the State Court Action. The dismissal is pending. The Federal Action and the State Court Action seek unspecified monetary damages and other relief on behalf of investors who purchased Slack’s Class A common stock issued pursuant and/or traceable to the Registration Statement. In April 2020, three purported stockholder derivative lawsuits were filed against certain of Slack’s officers and certain of Slack’s current and former directors in the U.S. District Courts for the District of Delaware and the Northern District of California. The case filed in the Northern District of California was dismissed and re-filed in the U.S. District Court for the District of Delaware. The derivative cases were consolidated in June 2020, and the operative complaint was designated in August 2020. The complaint alleges breaches of fiduciary duty in connection with Slack’s Registration Statement, and seeks the award of unspecified damages to Slack, and certain reforms to Slack’s governance policies. Slack moved to dismiss the case in September 2020. At approximately the same time, the plaintiffs in the lawsuit, pursuant to Delaware General Corporation Law Section 220, sought to intervene and stay the case. On that basis, the plaintiffs in the purported derivative lawsuit elected not to file an opposition to the motion to dismiss. In December 2020, the parties stipulated to stay the case in light of the proposed mergers, which the court granted. The court also denied all pending motions in the case without prejudice, noting that the parties may renew the motions upon a lift of the stay. In August 2021, defendants proposed that plaintiffs dismiss the derivative lawsuit in light of the closing of the mergers. |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jul. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Salesforce Foundation In January 1999, the Salesforce Foundation (the “Foundation”) was chartered on an idea of leveraging the Company’s people, technology and resources to help improve communities around the world. The Company calls this integrated philanthropic approach the 1-1-1 model. The Company’s Chair is the chair of the Foundation and holds one of the three Foundation board seats. The Company does not control the Foundation’s activities, and accordingly, the Company does not consolidate the Foundation’s statement of activities within its financial results. Since the Foundation’s inception, the Company has provided at no charge certain resources to the Foundation including general administrative support and has agreed to use its best efforts to make charitable cash commitments through the third quarter of fiscal 2030. The value of these resources and charitable cash contributions to the Foundation has not been, and is not expected to be material. |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on January 31. References to fiscal 2022, for example, refer to the fiscal year ending January 31, 2022. |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated balance sheet as of July 31, 2021 and the condensed consolidated statements of operations, condensed consolidated statements of comprehensive income, condensed consolidated statements of stockholders' equity and condensed consolidated statements of cash flows for the three and six months ended July 31, 2021 and 2020 are unaudited. These financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements include all adjustments necessary for the fair presentation of the Company’s balance sheet as of July 31, 2021, and its results of operations, including its comprehensive income, stockholders' equity and its cash flows for the three and six months ended July 31, 2021 and 2020. All adjustments are of a normal recurring nature. The results for the three and six months ended July 31, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending January 31, 2022. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 17, 2021. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in the Company’s condensed consolidated financial statements and notes thereto. Significant estimates and assumptions made by management include the determination of: • the fair value of assets acquired and liabilities assumed for business combinations; • the standalone selling price (“SSP”) of performance obligations for revenue contracts with multiple performance obligations; • the valuation of privately-held strategic investments, including impairments; • the recognition, measurement and valuation of current and deferred income taxes and uncertain tax positions; • the average period of benefit associated with costs capitalized to obtain revenue contracts; • the useful lives of intangible assets; and • the fair value of certain stock awards issued. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Segments | SegmentsThe Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and assess performance. Over the past few years, the Company has completed a number of acquisitions. These acquisitions have allowed the Company to expand its offerings, presence and reach in various market segments of the enterprise cloud computing market. While the Company has offerings in multiple enterprise cloud computing market segments, including as a result of the Company's acquisitions, and operates in multiple countries, the Company’s business operates in one operating segment because most of the Company's service offerings operate on the Customer 360 Platform and are deployed in a nearly identical manner, and the Company’s CODM evaluates the Company’s financial information and resources, and assesses the performance of these resources, on a consolidated basis. |
Concentrations of Credit Risk, Significant Customers and Investments | Concentrations of Credit Risk, Significant Customers and Investments The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. The Company’s investment portfolio consists primarily of investment-grade securities, and per the Company’s policy, limits the amount of credit exposure to any one issuer. The Company monitors and manages the overall exposure of its cash balances to individual financial institutions on an ongoing basis. The Company does not require collateral for accounts receivable. The Company maintains an allowance for its doubtful accounts receivable due to estimated credit losses. This allowance is based upon historical loss patterns, the number of days that billings are past due, an evaluation of the potential risk of loss associated with delinquent accounts and current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss patterns. The Company records the allowance against bad debt expense through the condensed consolidated statements of operations, included in general and administrative expense, up to the amount of revenues recognized to date. Any incremental allowance is recorded as an offset to unearned revenue on the condensed consolidated balance sheets. Receivables are written off and charged against the recorded allowance when the Company has exhausted collection efforts without success. No single customer accounted for more than five percent of accounts receivable at July 31, 2021 and January 31, 2021. No single customer accounted for five percent or more of total revenue during the six months ended July 31, 2021 and 2020. As of July 31, 2021 and January 31, 2021, assets located outside the Americas were 12 percent and 15 percent of total assets, respectively. As of July 31, 2021 and January 31, 2021, assets located in the United States were 87 percent and 82 percent of total assets, respectively. |
Revenue Recognition | Revenue Recognition The Company derives its revenues from two sources: subscription and support revenues, and professional services and other revenues. Subscription and support revenues include subscription fees from customers accessing the Company’s enterprise cloud computing services (collectively, “Cloud Services”), software license revenues from the sales of term and perpetual licenses, and support revenue from the sales of support and updates beyond the basic subscription fees or related to the sales of software licenses. Professional services and other revenue includes professional and advisory services for process mapping, project management and implementation services, and training services. Revenue is recognized upon transfer of control of promised products and services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. If the consideration promised in a contract includes a variable amount, for example, overage fees, contingent fees or service level penalties, the Company includes an estimate of the amount it expects to receive for the total transaction price if it is probable that a significant reversal of cumulative revenue recognized will not occur. The Company determines the amount of revenue to be recognized through the application of the following steps: • identification of the contract, or contracts, with a customer; • identification of the performance obligations in the contract; • determination of the transaction price; • allocation of the transaction price to the performance obligations in the contract; and • recognition of revenue when or as the Company satisfies the performance obligations. The Company’s subscription service arrangements are non-cancelable and do not contain refund-type provisions. Subscription and Support Revenues Subscription and support revenues are comprised of fees that provide customers with access to Cloud Services, software licenses and related support and updates during the term of the arrangement. Cloud Services allow customers to use the Company's multi-tenant software without taking possession of the software. Revenue is generally recognized ratably over the contract term. With the May 2018 acquisition of MuleSoft, Inc. (“MuleSoft”) and the August 2019 acquisition of Tableau Software, Inc. (“Tableau”), subscription and support revenues also include revenues associated with term-based on-premises software licenses that provide the customer with a right to use the software as it exists when made available. Revenues from distinct software licenses are generally recognized at the point in time when the software is made available to the customer. In cases where the Company allocates revenue to software support and updates revenue, the allocated revenue is recognized as the support and updates are provided, which is generally ratably over the contract term. The Company typically invoices its customers annually. Typical payment terms provide that customers pay within 30 days of invoice. Amounts that have been invoiced are recorded in accounts receivable and in unearned revenue or revenue, depending on whether transfer of control to customers has occurred. Professional Services and Other Revenues The Company’s professional services contracts are either on a time and materials, fixed fee or subscription basis. These revenues are recognized as the services are rendered for time and materials contracts, on a proportional performance basis for fixed price contracts or ratably over the contract term for subscription professional services contracts. Other revenues consist primarily of training revenues recognized as such services are performed. Significant Judgments - Contracts with Multiple Performance Obligations The Company enters into contracts with its customers that may include promises to transfer multiple Cloud Services, software licenses, premium support and professional services. A performance obligation is a promise in a contract with a customer to transfer products or services that are concluded to be distinct. Determining whether products and services are distinct performance obligations that should be accounted for separately or combined as one unit of accounting may require significant judgment. Cloud Services, software licenses, and support and updates services are generally concluded to be distinct because such offerings are often sold separately. In determining whether professional services are distinct, the Company considers the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the subscription start date and the contractual dependence of the service on the customer’s satisfaction with the professional services work. To date, the Company has concluded that professional services included in contracts with multiple performance obligations are distinct. The Company allocates the transaction price to each performance obligation on a relative SSP basis. The SSP is the price at which the Company would sell a promised product or service separately to a customer. Judgment is required to determine the SSP for each distinct performance obligation. The Company determines SSP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, the Company's go-to-market strategy, historical and current sales and contract prices. In instances where the Company does not sell or price a product or service separately, the Company determines relative fair value using information that may include market conditions or other observable inputs. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes to SSP. In certain cases, the Company is able to establish SSP based on observable prices of products or services sold or priced separately in comparable circumstances to similar customers. The Company uses a single amount to estimate SSP when indicated by the distribution of its observable prices. Alternatively, the Company uses a range of amounts to estimate SSP when the pricing practices or distribution of the observable prices is highly variable. The Company typically has more than one SSP for individual products and services due to the stratification of those products and services by customer size and geography. Costs Capitalized to Obtain Revenue Contracts The Company capitalizes incremental costs of obtaining non-cancelable Cloud Services subscription, ongoing Cloud Services support and license support and updates revenue contracts. For contracts with on-premises software licenses where revenue is recognized upfront when the software is made available to the customer, costs allocable to those licenses are expensed as they are incurred. Capitalized amounts consist primarily of sales commissions paid to the Company’s direct sales force. Capitalized amounts also include (1) amounts paid to employees other than the direct sales force who earn incentive payouts under annual compensation plans that are tied to the value of contracts acquired, (2) commissions paid to employees upon renewals of subscription and support contracts, (3) the associated payroll taxes and fringe benefit costs associated with the payments to the Company’s employees, and (4) to a lesser extent, success fees paid to partners in emerging markets where the Company has a limited presence. Costs capitalized related to new revenue contracts are amortized on a straight-line basis over four years, which is longer than the typical initial contract period, but reflects the estimated average period of benefit, including expected contract renewals. In arriving at this average period of benefit, the Company evaluated both qualitative and quantitative factors which included the estimated life cycles of its offerings and its customer attrition. Additionally, the Company amortizes capitalized costs for renewals and success fees paid to partners over two years. The capitalized amounts are recoverable through future revenue streams under all non-cancelable customer contracts. The Company periodically evaluates whether there have been any changes in its business, the market conditions in which it operates or other events which would indicate that its amortization period should be changed or if there are potential indicators of impairment. Amortization of capitalized costs to obtain revenue contracts is included in marketing and sales expense in the accompanying condensed consolidated statements of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. |
Marketable Securities | Marketable Securities The Company considers all of its marketable debt securities as available for use in current operations, including those with maturity dates beyond one year, and therefore classifies these securities within current assets on the condensed consolidated balance sheets. Securities are classified as available for sale and are carried at fair value, with the change in unrealized gains and losses, net of tax, reported as a separate component on the condensed consolidated statements of comprehensive income until realized. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. Securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of the excess, if any, is caused by expected credit losses. Expected credit losses on securities are recognized in other expense, net on the condensed consolidated statements of operations, and any remaining unrealized losses, net of taxes, are included in accumulated other comprehensive loss in stockholders' equity. For the purposes of computing realized and unrealized gains and losses, the cost of securities sold is based on the specific-identification method. Interest on securities classified as available for sale is included as a component of investment income within other expense. |
Strategic Investments | Strategic Investments The Company holds strategic investments in privately held debt and equity securities and publicly held equity securities in which the Company does not have a controlling interest. Privately held equity securities where the Company does not have a controlling financial interest in but does exercise significant influence over the investee are accounted for under the equity method. Privately held equity securities not accounted for under the equity method are recorded at cost and adjusted for observable transactions for same or similar investments of the same issuer (referred to as the measurement alternative) or impairment. All gains and losses on privately held equity securities, realized and unrealized, are recorded through gains 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 accumulated other comprehensive loss on the condensed consolidated balance sheet. Valuations of privately held securities are inherently complex and require judgment due to the lack of readily available market data. The carrying value is not adjusted for the Company's privately held equity securities if there are no observable price changes in a same or similar security from the same issuer or if there are no identified events or changes in circumstances that may indicate impairment, as discussed below. In determining the estimated fair value of its strategic investments in privately held companies, the Company utilizes the most recent data available to the Company. The Company assesses its privately held debt and equity securities in its strategic investment portfolio at least quarterly for impairment. The Company’s impairment analysis encompasses an assessment of both qualitative and quantitative factors, including the investee's financial metrics, market acceptance of the investee's product or technology and the rate at which the investee is using its cash. If the investment is considered impaired, the Company recognizes an impairment through the condensed consolidated statements of operations and establishes a new carrying value for the investment. Publicly held equity securities are measured at fair value with changes recorded through gains on strategic investments, net on the condensed consolidated statements of operations. |
Fair Value Measurement | Fair Value MeasurementThe Company measures its cash and cash equivalents, marketable securities, publicly held equity securities, and foreign currency derivative contracts at fair value. In addition, the Company measures certain of its strategic investments, including its privately held debt securities and privately held equity securities for which there has been an observable price change in a same or similar security, at fair value on a nonrecurring basis. |
Derivative Financial Instruments | Derivative Financial Instruments The Company enters into foreign currency derivative contracts with financial institutions to reduce foreign exchange risk associated primarily with intercompany receivables and payables. The Company uses forward currency derivative contracts, which are not designated as hedging instruments, to minimize the Company’s exposure to balances primarily denominated in the Euro, British Pound Sterling, Canadian Dollar, Australian Dollar, Brazilian Real, and Japanese Yen. The Company’s derivative financial instruments program is not designated for trading or speculative purposes. The Company generally enters into master netting arrangements with the financial institutions with which it contracts for such derivatives, which permit net settlement of transactions with the same counterparty, thereby reducing risk of credit-related losses from a financial institutions' nonperformance. While the contract or notional amount is often used to express the volume of foreign currency derivative contracts, the amounts potentially subject to credit risk are generally limited to the amounts, if any, by which the counterparties’ obligations under the agreements exceed the obligations of the Company to the counterparties. The notional amount of foreign currency derivative contracts as of July 31, 2021 and January 31, 2021 was $4.7 billion and $5.3 billion, respectively. Outstanding foreign currency derivative contracts are recorded at fair value on the condensed consolidated balance sheets. Unrealized gains or losses due to changes in the fair value of these derivative contracts, as well as realized gains or losses from their net settlement, are recognized as other expense consistent with the offsetting gains or losses resulting from the remeasurement or settlement of the underlying foreign currency denominated receivables and payables. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of those assets as follows: Computers, equipment and software 3 to 9 years Furniture and fixtures 5 years Leasehold improvements Shorter of the estimated lease term or 10 years Buildings and building improvements 10 to 40 years When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from their respective accounts and any loss on such retirement is reflected in operating expenses. |
Leases | Leases The Company determines if an arrangement is a lease at inception and classifies its leases at commencement. Operating leases are included in operating lease right-of-use (“ROU”) assets and current and noncurrent operating lease liabilities on the Company’s condensed consolidated balance sheets. Assets recognized from finance leases (also referred to as ROU assets) are included in property and equipment, accrued expenses and other liabilities and other noncurrent liabilities, respectively, on the Company’s condensed consolidated balance sheets. ROU assets represent the Company's right to use an underlying asset for the lease term. The corresponding lease liabilities represent its obligation to make lease payments arising from the lease. The Company does not recognize ROU assets or lease liabilities for leases with a term of 12 months or less for any asset classes. Lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement, net of any future tenant incentives. The Company has lease agreements which contain both lease and non-lease components, which it has elected to combine for all asset classes. As such, minimum lease payments include fixed payments for non-lease components within a lease agreement, but exclude variable lease payments not dependent on an index or rate, such as common area maintenance, operating expenses, utilities, or other costs that are subject to fluctuation from period to period. The Company’s lease terms may include options to extend or terminate the lease. Periods beyond the noncancellable term of the lease are included in the measurement of the lease liability when it is reasonably certain that the Company will exercise the associated extension option or waive the termination option. The Company reassesses the lease term if and when a significant event or change in circumstances occurs within the control of the Company. As most of the Company’s leases do not provide an implicit rate, the net present value of future minimum lease payments is determined using the Company’s incremental borrowing rate. The Company's incremental borrowing rate is an estimate of the interest rate the Company would have to pay to borrow on a collateralized basis with similar terms and payments, in the economic environment where the leased asset is located. The lease ROU asset is recognized based on the lease liability, adjusted for any rent payments or initial direct costs incurred or tenant incentives received prior to commencement. Lease expenses for minimum lease payments for operating leases are recognized on a straight-line basis over the lease term. Amortization expense of finance lease ROU assets is recognized on a straight-line basis over the lease term, and interest expense for finance lease liabilities is recognized based on the incremental borrowing rate. Expense for variable lease payments are recognized as incurred. On the lease commencement date, the Company also establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are included in property and equipment, net and are amortized over the lease term to operating expense. The Company has entered into subleases or has made decisions and taken actions to exit and sublease certain unoccupied leased office space. Similar to other long-lived assets discussed below, management tests ROU assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. For leased assets, such circumstances would include the decision to leave a leased facility prior to the end of the minimum lease term or subleases for which estimated cash flow do not fully cover the costs of the associated lease. |
Intangible Assets Acquired through Business Combinations | Intangible Assets Acquired through Business Combinations Intangible assets are amortized over their estimated useful lives. Each period, the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. Management tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. |
Impairment Assessment | Impairment Assessment The Company evaluates intangible assets and long-lived assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions or other events that indicate an asset's carrying amount may not be recoverable. Recoverability of these assets is measured by comparing the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, the carrying amount of such assets is reduced to fair value. |
Business Combinations | Business Combinations The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions, tax-related valuation allowances and pre-acquisition contingencies are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s condensed consolidated statements of operations. In the event the Company acquires an entity with which the Company has a preexisting relationship, the Company will generally recognize a gain or loss to settle that relationship as of the acquisition date within operating income on the condensed consolidated statements of operations. In the event that the Company acquires an entity in which the Company previously held a strategic investment, the difference between the fair value of the shares as of the date of the acquisition and the carrying value of the strategic investment is recorded as a gain or loss and recorded within net gains or (losses) on strategic investments in the condensed consolidated statements of operations. |
Stock-Based Expense | Stock-Based Expense Stock-based expense is measured based on grant date at fair value using the Black-Scholes option pricing model for stock options and the grant date closing stock price for restricted stock awards. The Company recognizes stock-based expense related to stock options and restricted stock awards on a straight-line basis, net of estimated forfeitures, over the requisite service period of the awards, which is generally the vesting term of four years. The estimated forfeiture rate applied is based on historical forfeiture rates. Stock-based expense related to the Company’s Amended and Restated 2004 Employee Stock Purchase Plan (“ESPP” or “2004 Employee Stock Purchase Plan”) is measured based on grant date at fair value using the Black-Scholes option pricing model. The Company recognizes stock-based expense related to shares issued pursuant to the 2004 Employee Stock Purchase Plan on a straight-line basis over the offering period, which is 12 months. The ESPP allows employees to purchase shares of the Company's common stock at a 15 percent discount from the lower of the Company’s stock price on (i) the first day of the offering period or on (ii) the last day of the purchase period and also allows employees to reduce their percentage election once during a six-month purchase period (December 15 and June 15 of each fiscal year), but not increase that election until the next one-year offering period. The ESPP also includes a reset provision for the purchase price if the stock price on the purchase date is less than the stock price on the offering date. Stock-based expense related to performance share grants, which are awarded to executive officers and other members of senior management and vest, if at all, based on the Company’s performance over a three-year period relative to the Nasdaq 100. Performance share grants are measured based on grant date at fair value using a Monte Carlo simulation model and expensed on a straight-line basis, net of estimated forfeitures, over the service period of the awards, which is generally the vesting term of three years. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the condensed consolidated statements of operations in the period that includes the enactment date. The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, solely based on its technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision. |
Foreign Currency Translation | Foreign Currency TranslationThe functional currency of the Company’s major foreign subsidiaries is generally the local currency. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the condensed consolidated statements of comprehensive income. Foreign currency transaction gains and losses are included in other income in the condensed consolidated statements of operations for the period. |
Warranties and Indemnification | Warranties and Indemnification The Company’s enterprise cloud computing services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company’s online help documentation under normal use and circumstances. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any material liabilities related to such obligations in the accompanying 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 and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that would generally enable the Company to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. |
New Accounting Pronouncements Adopted | New Accounting Pronouncement Adopted in Fiscal 2022 In December 2019, the FASB issued Accounting Standards Update No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which modifies and eliminates certain exceptions to the general principles of ASC 740, Income Taxes. ASU 2019-12 was adopted in the first quarter of fiscal 2022. The prospective adoption of ASU 2019-12 was not material. |
Summary of Business and Signi_3
Summary of Business and Significant Accounting Policies (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Property and Equipment | Property and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on a straight-line basis over the estimated useful lives of those assets as follows: Computers, equipment and software 3 to 9 years Furniture and fixtures 5 years Leasehold improvements Shorter of the estimated lease term or 10 years Buildings and building improvements 10 to 40 years |
Revenues (Tables)
Revenues (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Subscription and support revenues consisted of the following (in millions): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Sales $ 1,477 $ 1,279 $ 2,865 $ 2,524 Service 1,600 1,303 3,106 2,555 Platform and Other 1,882 1,512 3,629 2,876 Marketing and Commerce 955 746 1,850 1,460 $ 5,914 $ 4,840 $ 11,450 $ 9,415 Total Revenue by Geographic Locations Revenues by geographical region consisted of the following (in millions): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Americas $ 4,312 $ 3,596 $ 8,406 $ 6,966 Europe 1,416 1,070 2,718 2,104 Asia Pacific 612 485 1,179 946 $ 6,340 $ 5,151 $ 12,303 $ 10,016 |
Unearned Revenue | The change in unearned revenue was as follows (in millions): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Unearned revenue, beginning of period $ 11,158 $ 9,112 $ 12,607 $ 10,662 Billings and other (1) 5,771 4,632 10,209 7,937 Contribution from contract asset 96 54 170 59 Revenue recognized over time (5,948) (4,847) (11,559) (9,491) Revenue recognized at a point in time (392) (304) (744) (525) Unearned revenue from business combinations 382 64 384 69 Unearned revenue, end of period $ 11,067 $ 8,711 $ 11,067 $ 8,711 (1) Other includes, for example, the impact of foreign currency translation. |
Remaining Performance Obligation | Remaining performance obligation consisted of the following (in billions): Current Noncurrent Total As of July 31, 2021 (1) $ 18.7 $ 17.5 $ 36.2 As of January 31, 2021 $ 18.0 $ 18.1 $ 36.1 (1) Includes approximately $800 million of remaining performance obligation related to the Slack acquisition on July 21, 2021. |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Marketable Securities | At July 31, 2021, marketable securities consisted of the following (in millions): Investments Classified as Marketable Securities Amortized Unrealized Unrealized Fair Value Corporate notes and obligations $ 2,159 $ 11 $ (4) $ 2,166 U.S. treasury securities 81 0 0 81 Mortgage-backed obligations 223 3 0 226 Asset-backed securities 645 3 0 648 Municipal securities 70 1 0 71 Commercial paper 5 0 0 5 Covered bonds 139 0 (1) 138 Other 16 0 0 16 Total marketable securities $ 3,338 $ 18 $ (5) $ 3,351 At January 31, 2021, marketable securities consisted of the following (in millions): Investments Classified as Marketable Securities Amortized Unrealized Unrealized Fair Value Corporate notes and obligations $ 3,321 $ 20 $ 0 $ 3,341 U.S. treasury securities 205 1 0 206 Mortgage-backed obligations 382 5 0 387 Asset-backed securities 1,096 6 (1) 1,101 Municipal securities 242 2 0 244 Covered bonds 328 0 0 328 Other 164 0 0 164 Total marketable securities $ 5,738 $ 34 $ (1) $ 5,771 |
Schedule of Short-Term and Long-Term Marketable Securities | The contractual maturities of the investments classified as marketable securities were as follows (in millions): As of July 31, 2021 January 31, 2021 Due within 1 year $ 1,176 $ 2,525 Due in 1 year through 5 years 2,172 3,236 Due in 5 years through 10 years 3 10 $ 3,351 $ 5,771 |
Schedules of Strategic Investments | Strategic investments by form and measurement category as of July 31, 2021 were as follows (in millions): Measurement Category Fair Value Measurement Alternative Other Total Equity securities (1) $ 1,011 $ 2,895 $ 124 $ 4,030 Debt securities and other investments 0 0 75 75 Balance as of July 31, 2021 $ 1,011 $ 2,895 $ 199 $ 4,105 (1) Approximately 24 percent of the balance of the Company’s equity securities accounted for under the fair value is a result of initial investments made by the Company concurrently with the investee’s IPO. Strategic investments by form and measurement category as of January 31, 2021 were as follows (in millions): Measurement Category Fair Value Measurement Alternative Other Total Equity securities $ 2,068 $ 1,670 $ 120 $ 3,858 Debt securities and other investments 0 0 51 51 Balance as of January 31, 2021 $ 2,068 $ 1,670 $ 171 $ 3,909 The components of gains and losses on strategic investments were as follows (in millions): 2 Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Unrealized gains (losses) recognized on publicly traded equity securities, net $ 95 $ 623 $ (111) $ 623 Unrealized gains recognized on privately held equity securities, net 304 24 802 54 Realized gains on sales of securities, net 147 49 157 288 Impairments on privately held equity and debt securities (20) (14) (34) (91) Gains on strategic investments, net $ 526 $ 682 $ 814 $ 874 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table presents information about the Company’s assets and liabilities that were measured at fair value as of July 31, 2021 and indicates the fair value hierarchy of the valuation (in millions): Description Quoted Prices in Significant Other Significant Balance as of Cash equivalents (1): Time deposits $ 0 $ 1,076 $ 0 $ 1,076 Money market mutual funds 2,396 0 0 2,396 Cash equivalent securities 0 11 0 11 Marketable securities: Corporate notes and obligations 0 2,166 0 2,166 U.S. treasury securities 0 81 0 81 Mortgage-backed obligations 0 226 0 226 Asset-backed securities 0 648 0 648 Municipal securities 0 71 0 71 Commercial paper 0 5 0 5 Covered bonds 0 138 0 138 Other 0 16 0 16 Strategic investments: Publicly held equity securities 1,011 0 0 1,011 Total assets $ 3,407 $ 4,438 $ 0 $ 7,845 (1) Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheets in addition to $2.8 billion of cash, as of July 31, 2021. The following table presents information about the Company’s assets and liabilities that were measured at fair value as of January 31, 2021 and indicates the fair value hierarchy of the valuation (in millions): Description Quoted Prices in Significant Other Significant Balance as of January 31, 2021 Cash equivalents (1): Time deposits $ 0 $ 1,143 $ 0 $ 1,143 Money market mutual funds 377 0 0 377 Cash equivalent securities 0 1,910 0 1,910 Marketable securities: Corporate notes and obligations 0 3,341 0 3,341 U.S. treasury securities 0 206 0 206 Mortgage-backed obligations 0 387 0 387 Asset-backed securities 0 1,101 0 1,101 Municipal securities 0 244 0 244 Covered bonds 0 328 0 328 Other 0 164 0 164 Strategic investments: Publicly held equity securities 2,068 0 0 2,068 Total assets $ 2,445 $ 8,824 $ 0 $ 11,269 (1) Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheets in addition to $2.8 billion of cash, as of January 31, 2021. |
Leases and Other Commitments (T
Leases and Other Commitments (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Maturities of Lease Liabilities | As of July 31, 2021, the maturities of lease liabilities under non-cancelable operating and finance leases were as follows (in millions): Operating Leases Finance Leases Fiscal Period: Remaining six months of fiscal 2022 $ 378 $ 36 Fiscal 2023 748 74 Fiscal 2024 575 74 Fiscal 2025 458 65 Fiscal 2026 394 11 Thereafter 1,330 0 Total minimum lease payments 3,883 260 Less: Imputed interest (292) (8) Total $ 3,591 $ 252 |
Maturities of Lease Liabilities | As of July 31, 2021, the maturities of lease liabilities under non-cancelable operating and finance leases were as follows (in millions): Operating Leases Finance Leases Fiscal Period: Remaining six months of fiscal 2022 $ 378 $ 36 Fiscal 2023 748 74 Fiscal 2024 575 74 Fiscal 2025 458 65 Fiscal 2026 394 11 Thereafter 1,330 0 Total minimum lease payments 3,883 260 Less: Imputed interest (292) (8) Total $ 3,591 $ 252 |
Business Combinations (Tables)
Business Combinations (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Consideration Transferred | The preliminary acquisition date fair value of the consideration transferred for Slack was approximately $27.1 billion, which consisted of the following (in millions): Fair Value Cash $ 15,799 Common stock issued 11,064 Fair value of stock options, restricted stock units and restricted stock awards assumed 205 Total $ 27,068 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition (in millions): Fair Value Cash and cash equivalents $ 1,508 Accounts receivable 97 Acquired customer contract asset 70 Operating lease right-of-use assets 208 Other assets 323 Goodwill 21,453 Intangible assets 6,140 Accounts payable, accrued expenses and other liabilities (183) Unearned revenue (382) Slack Convertible Notes (see Note 8) (1,339) Operating lease liabilities (283) Deferred tax liability (544) Net assets acquired $ 27,068 |
Intangible Assets Acquired | The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in millions): Fair Value Useful Life Developed technology $ 2,360 5 years Customer relationships 3,480 8 years Other purchased intangible assets 300 6 years Total intangible assets subject to amortization $ 6,140 |
Schedules of Pro Forma Information | The unaudited pro forma financial information was as follows (in millions): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Total revenues $ 6,557 $ 5,327 $ 12,743 $ 10,358 Pretax income (loss) 544 373 764 (126) Net income 369 2,253 563 1,942 |
Intangible Assets Acquired Th_2
Intangible Assets Acquired Through Business Combinations and Goodwill (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Acquired From Business Combinations | Intangible assets acquired through business combinations were as follows (in millions): Intangible Assets, Gross Accumulated Amortization Intangible Assets, Net Weighted January 31, 2021 Additions and retirements, net July 31, 2021 January 31, 2021 Expense and retirements, net July 31, 2021 January 31, 2021 July 31, 2021 July 31, 2021 Acquired developed technology $ 3,305 $ 2,360 $ 5,665 $ (1,427) $ (352) $ (1,779) $ 1,878 $ 3,886 4.1 Customer relationships 3,510 3,579 7,089 (1,279) (251) (1,530) 2,231 5,559 7.1 Other (1) 45 300 345 (40) (4) (44) 5 301 5.9 Total $ 6,860 $ 6,239 $ 13,099 $ (2,746) $ (607) $ (3,353) $ 4,114 $ 9,746 5.8 (1) Included in other are in-place leases, trade names, trademarks and territory rights. |
Expected Future Amortization Expense for Purchased Intangible Assets | The expected future amortization expense for intangible assets as of July 31, 2021 was as follows (in millions): Fiscal Period: Remaining six months of fiscal 2022 $ 1,002 Fiscal 2023 1,892 Fiscal 2024 1,806 Fiscal 2025 1,537 Fiscal 2026 1,312 Thereafter 2,197 Total amortization expense $ 9,746 |
Schedule of Goodwill | 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, 2021 $ 26,318 Slack 21,453 Acumen 337 Other adjustments (1) (5) Balance as of July 31, 2021 $ 48,103 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The carrying values of the Company's borrowings were as follows (in millions): Instrument Date of issuance Maturity date Contractual interest rate Outstanding principal as of July 31, 2021 July 31, 2021 January 31, 2021 2023 Senior Notes April 2018 April 2023 3.25% $ 1,000 $ 997 $ 996 Loan assumed on 50 Fremont February 2015 June 2023 3.75% 188 188 190 2024 Senior Notes July 2021 July 2024 0.625% 1,000 996 0 Slack Convertible Notes July 2021 (1) April 2025 0.50% 863 1,339 0 2028 Senior Notes April 2018 April 2028 3.70% 1,500 1,491 1,491 2028 Senior Sustainability Notes July 2021 July 2028 1.50% 1,000 990 0 2031 Senior Notes July 2021 July 2031 1.95% 1,500 1,487 0 2041 Senior Notes July 2021 July 2041 2.70% 1,250 1,233 0 2051 Senior Notes July 2021 July 2051 2.90% 2,000 1,976 0 2061 Senior Notes July 2021 July 2061 3.05% 1,250 1,234 0 Total carrying value of debt $ 11,551 11,931 2,677 Less current portion of debt (1,342) (4) Total noncurrent debt $ 10,589 $ 2,673 (1) Assumed in July 2021 acquisition of Slack. |
Schedule of Maturities of Long-term Debt | The contractual future principal payments for all borrowings as of July 31, 2021 were as follows (in millions): Fiscal period: Remaining six months of fiscal 2022 $ 2 Fiscal 2023 4 Fiscal 2024 1,182 Fiscal 2025 1,000 Fiscal 2026 863 Thereafter 8,500 Total principal outstanding $ 11,551 |
Schedule of Interest Expense on Debt | The following table sets forth total interest expense recognized related to debt (in millions), which is included within other expense in the Company’s condensed consolidated statements of operations: Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Contractual interest expense $ 34 $ 24 $ 59 $ 48 Amortization of discounts and debt issuance costs 6 1 14 2 $ 40 $ 25 $ 73 $ 50 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation, Stock Options, Activity | Stock option activity, excluding the ESPP, for the six months ended July 31, 2021 was as follows: Options Outstanding Outstanding Weighted- Aggregate Balance as of January 31, 2021 23 $ 120.61 Options granted under all plans 7 196.68 Exercised (3) 93.38 Plan shares expired or canceled (1) 154.24 Balance as of July 31, 2021 26 $ 143.29 $ 2,586 Vested or expected to vest 24 $ 139.92 $ 2,472 Exercisable as of July 31, 2021 11 $ 99.98 $ 1,599 |
Schedule of Stock Options Outstanding | The following table summarizes information about stock options outstanding as of July 31, 2021: Options Outstanding Options Exercisable Range of Exercise Number Weighted- Weighted- Number of Weighted- $0.71 to $59.34 4 3.4 $ 38.55 3 $ 37.85 $59.64 to $118.04 5 2.9 96.87 4 94.62 $122.03 to $148.95 2 5.4 139.85 1 136.97 $154.14 5 5.6 154.14 1 154.14 $155.20 to $207.53 4 4.6 161.24 2 161.28 $215.17 to $258.04 6 6.6 220.16 0 0.00 26 4.9 $ 143.29 11 $ 99.98 |
Schedule of Restricted Stock Activity | Restricted stock activity for the six months ended July 31, 2021 was as follows: Restricted Stock Outstanding Outstanding Weighted-Average Grant Date Fair Value Aggregate Balance as of January 31, 2021 25 $ 155.50 Granted - restricted stock units and awards 16 228.60 Granted - performance-based stock units 1 196.24 Canceled (2) 164.98 Vested and converted to shares (7) 147.56 Balance as of July 31, 2021 33 $ 192.68 $ 7,932 Expected to vest 29 $ 6,899 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount | The aggregate expected stock-based expense remaining to be recognized as of July 31, 2021 was as follows (in millions): Fiscal Period: Remaining six months of fiscal 2022 $ 1,621 Fiscal 2023 2,465 Fiscal 2024 1,609 Fiscal 2025 896 Thereafter 115 Total stock-based expense $ 6,706 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jul. 31, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of Denominator Used in Calculation of Basic And Diluted Earnings Per Share | A reconciliation of the denominator used in the calculation of basic and diluted earnings per share is as follows (in millions): 2 Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Numerator: Net income $ 535 $ 2,625 $ 1,004 $ 2,724 Denominator: Weighted-average shares outstanding for basic earnings per share 933 904 927 901 Effect of dilutive securities: Employee stock awards 17 18 18 18 Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share 950 922 945 919 |
Shares Excluded From Diluted Earnings Per Share | The effects of these potentially outstanding shares were not included in the calculation of diluted earnings per share because the effect would have been anti-dilutive (in millions): Three Months Ended July 31, Six Months Ended July 31, 2021 2020 2021 2020 Employee stock awards 7 12 6 11 |
Summary of Business and Signi_4
Summary of Business and Significant Accounting Policies - Narrative (Details) | Jul. 31, 2021USD ($) | Jan. 31, 2021USD ($) | Jul. 31, 2021USD ($) | Jul. 31, 2020USD ($) | Jul. 31, 2021USD ($)segment | Jul. 31, 2020USD ($) |
Concentration Risk [Line Items] | ||||||
Number of operating segments | segment | 1 | |||||
Capitalized contract cost, amortization term (in years) | 4 years | 4 years | 4 years | |||
Capitalized contract cost, renewals and success fees, amortization term (in years) | 2 years | |||||
Costs capitalized to obtain revenue contracts, net | $ 463,000,000 | $ 455,000,000 | $ 818,000,000 | $ 480,000,000 | ||
Amortization of costs capitalized to obtain revenue contracts, net | 334,000,000 | 250,000,000 | 648,000,000 | 497,000,000 | ||
Costs capitalized to obtain revenue contracts, net | $ 3,000,000,000 | $ 2,900,000,000 | 3,000,000,000 | 3,000,000,000 | ||
Impairments of costs to obtain revenue contracts | 0 | 0 | 0 | 0 | ||
Impairment of intangible assets | 0 | 0 | 0 | 0 | ||
Impairment of goodwill | 0 | 0 | 0 | 0 | ||
Impairments of capitalized software and long-lived assets | 0 | $ 0 | $ 0 | $ 0 | ||
Offering period | 12 months | |||||
Discount for ESPP | 15.00% | |||||
Purchase period | 6 months | |||||
Stock options and restricted stock | ||||||
Concentration Risk [Line Items] | ||||||
Vesting period (in years) | 4 years | |||||
Performance shares | ||||||
Concentration Risk [Line Items] | ||||||
Vesting period (in years) | 3 years | |||||
Performance period | 3 years | |||||
Restricted stock | ||||||
Concentration Risk [Line Items] | ||||||
Award requisite service period | 4 years | |||||
Foreign currency derivative contracts | Derivatives not designated as hedging instruments | ||||||
Concentration Risk [Line Items] | ||||||
Notional amount of foreign currency derivative contracts | $ 4,700,000,000 | $ 5,300,000,000 | $ 4,700,000,000 | $ 4,700,000,000 | ||
Assets | Geographic concentration risk | Non-US | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 12.00% | 15.00% | ||||
Assets | Geographic concentration risk | Untied States | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 87.00% | 82.00% | ||||
Strategic investments | Investment concentration risk | One publicly traded investment | Minimum | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 10.00% | |||||
Strategic investments | Investment concentration risk | One privately held investment | Minimum | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 15.00% | |||||
Strategic investments | Investment concentration risk | Three investments | Minimum | ||||||
Concentration Risk [Line Items] | ||||||
Concentration risk percentage | 5.00% |
Summary of Business and Signi_5
Summary of Business and Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details) | 6 Months Ended |
Jul. 31, 2021 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Minimum | Computers, equipment and software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Minimum | Buildings and building improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
Maximum | Computers, equipment and software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 9 years |
Maximum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
Maximum | Buildings and building improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 40 years |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 6,340 | $ 5,151 | $ 12,303 | $ 10,016 |
Americas | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,312 | 3,596 | 8,406 | 6,966 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,416 | 1,070 | 2,718 | 2,104 |
Asia Pacific | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 612 | $ 485 | $ 1,179 | $ 946 |
Untied States | Geographic concentration risk | Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 94.00% | 96.00% | 94.00% | 96.00% |
Subscription and support | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 5,914 | $ 4,840 | $ 11,450 | $ 9,415 |
Sales | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,477 | 1,279 | 2,865 | 2,524 |
Service | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,600 | 1,303 | 3,106 | 2,555 |
Platform and Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,882 | 1,512 | 3,629 | 2,876 |
Marketing and Commerce | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 955 | $ 746 | $ 1,850 | $ 1,460 |
Revenues - Contract Balances an
Revenues - Contract Balances and Unearned Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||||
Customer contract assets | $ 647 | $ 647 | $ 477 | ||
Unearned Revenue [Roll Forward] | |||||
Unearned revenue, beginning of period | 11,158 | $ 9,112 | 12,607 | $ 10,662 | |
Billings and other | 5,771 | 4,632 | 10,209 | 7,937 | |
Contribution from contract asset | 96 | 54 | 170 | 59 | |
Unearned revenue from business combinations | 382 | 64 | 384 | 69 | |
Unearned revenue, end of period | 11,067 | 8,711 | 11,067 | 8,711 | |
Revenue recognized over time | |||||
Unearned Revenue [Roll Forward] | |||||
Revenue recognized | (5,948) | (4,847) | (11,559) | (9,491) | |
Revenue recognized at a point in time | |||||
Unearned Revenue [Roll Forward] | |||||
Revenue recognized | $ (392) | $ (304) | $ (744) | $ (525) |
Revenues - Remaining Performanc
Revenues - Remaining Performance Obligation (Details) - USD ($) $ in Millions | Jul. 31, 2021 | Jan. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Current | $ 18,700 | $ 18,000 |
Noncurrent | 17,500 | 18,100 |
Total | 36,200 | $ 36,100 |
Slack | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Total | $ 800 | |
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-08-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Noncurrent remaining performance obligation, recognition period | 13 months | |
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-08-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Noncurrent remaining performance obligation, recognition period | 36 months |
Investments - Schedule of Marke
Investments - Schedule of Marketable Securities (Details) - USD ($) $ in Millions | Jul. 31, 2021 | Jan. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 3,338 | $ 5,738 |
Unrealized Gains | 18 | 34 |
Unrealized Losses | (5) | (1) |
Fair Value | 3,351 | 5,771 |
Corporate notes and obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,159 | 3,321 |
Unrealized Gains | 11 | 20 |
Unrealized Losses | (4) | 0 |
Fair Value | 2,166 | 3,341 |
U.S. treasury securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 81 | 205 |
Unrealized Gains | 0 | 1 |
Unrealized Losses | 0 | 0 |
Fair Value | 81 | 206 |
Mortgage-backed obligations | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 223 | 382 |
Unrealized Gains | 3 | 5 |
Unrealized Losses | 0 | 0 |
Fair Value | 226 | 387 |
Asset-backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 645 | 1,096 |
Unrealized Gains | 3 | 6 |
Unrealized Losses | 0 | (1) |
Fair Value | 648 | 1,101 |
Municipal securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 70 | 242 |
Unrealized Gains | 1 | 2 |
Unrealized Losses | 0 | 0 |
Fair Value | 71 | 244 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 5 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 5 | |
Covered bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 139 | 328 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (1) | 0 |
Fair Value | 138 | 328 |
Other | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 16 | 164 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 16 | $ 164 |
Investments - Schedule of Short
Investments - Schedule of Short-Term and Long-Term Marketable Securities (Details) - USD ($) $ in Millions | Jul. 31, 2021 | Jan. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Due within 1 year | $ 1,176 | $ 2,525 |
Due in 1 year through 5 years | 2,172 | 3,236 |
Due in 5 years through 10 years | 3 | 10 |
Fair value of marketable securities | $ 3,351 | $ 5,771 |
Investments - Schedule of Strat
Investments - Schedule of Strategic Investments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | |
Investment Holdings [Line Items] | |||||
Strategic investments | $ 4,105 | $ 4,105 | $ 3,909 | ||
Percent of equity securities balance resulting from investee's IPO | 24.00% | 24.00% | |||
Impairments and downward adjustments | $ 15 | $ 10 | $ 27 | $ 76 | |
Upward adjustments | 304 | $ 25 | 802 | $ 55 | |
Cumulative impairments and downward adjustments | (186) | (186) | |||
Cumulative upward adjustments | 1,100 | 1,100 | |||
One privately held investment | |||||
Investment Holdings [Line Items] | |||||
Upward adjustments | 369 | ||||
Equity securities | |||||
Investment Holdings [Line Items] | |||||
Strategic investments | 4,030 | 4,030 | 3,858 | ||
Debt securities and other investments | |||||
Investment Holdings [Line Items] | |||||
Strategic investments | 75 | 75 | 51 | ||
Fair Value | |||||
Investment Holdings [Line Items] | |||||
Strategic investments | 1,011 | 1,011 | 2,068 | ||
Fair Value | Equity securities | |||||
Investment Holdings [Line Items] | |||||
Strategic investments | 1,011 | 1,011 | 2,068 | ||
Fair Value | Debt securities and other investments | |||||
Investment Holdings [Line Items] | |||||
Strategic investments | 0 | 0 | 0 | ||
Measurement Alternative | |||||
Investment Holdings [Line Items] | |||||
Strategic investments | 2,895 | 2,895 | 1,670 | ||
Measurement Alternative | Equity securities | |||||
Investment Holdings [Line Items] | |||||
Strategic investments | 2,895 | 2,895 | 1,670 | ||
Measurement Alternative | Debt securities and other investments | |||||
Investment Holdings [Line Items] | |||||
Strategic investments | 0 | 0 | 0 | ||
Other | |||||
Investment Holdings [Line Items] | |||||
Strategic investments | 199 | 199 | 171 | ||
Other | Equity securities | |||||
Investment Holdings [Line Items] | |||||
Strategic investments | 124 | 124 | 120 | ||
Other | Debt securities and other investments | |||||
Investment Holdings [Line Items] | |||||
Strategic investments | $ 75 | $ 75 | $ 51 |
Investments - Gains (Losses) on
Investments - Gains (Losses) on Strategic Investments, Net (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Investment Holdings [Line Items] | ||||
Unrealized gains (losses) recognized, net | $ 379 | $ 633 | ||
Realized gains on sales of securities, net | 147 | 49 | $ 157 | $ 288 |
Gains on strategic investments, net | 526 | 682 | 814 | 874 |
Cumulative net gain on equity securities | 638 | 1,100 | ||
Publicly traded securities | ||||
Investment Holdings [Line Items] | ||||
Unrealized gains (losses) recognized, net | 95 | 623 | (111) | 623 |
Privately held securities | ||||
Investment Holdings [Line Items] | ||||
Unrealized gains (losses) recognized, net | 304 | 24 | 802 | 54 |
Privately held equity and debt securities | ||||
Investment Holdings [Line Items] | ||||
Impairments on privately held equity and debt securities | (20) | $ (14) | (34) | $ (91) |
One privately held investment | ||||
Investment Holdings [Line Items] | ||||
Realized gains on sales of securities, net | 155 | 155 | ||
Two publicly traded investments | ||||
Investment Holdings [Line Items] | ||||
Cumulative net gain on equity securities | $ 561 | $ 965 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - USD ($) $ in Millions | Jul. 31, 2021 | Jan. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 3,351 | $ 5,771 |
Publicly held equity securities | 1,011 | 2,068 |
Total assets | 7,845 | 11,269 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Publicly held equity securities | 1,011 | 2,068 |
Total assets | 3,407 | 2,445 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Publicly held equity securities | 0 | 0 |
Total assets | 4,438 | 8,824 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Publicly held equity securities | 0 | 0 |
Total assets | 0 | 0 |
Corporate notes and obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,166 | 3,341 |
Corporate notes and obligations | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Corporate notes and obligations | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,166 | 3,341 |
Corporate notes and obligations | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 81 | 206 |
U.S. treasury securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
U.S. treasury securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 81 | 206 |
U.S. treasury securities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Mortgage-backed obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 226 | 387 |
Mortgage-backed obligations | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Mortgage-backed obligations | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 226 | 387 |
Mortgage-backed obligations | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Asset-backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 648 | 1,101 |
Asset-backed securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Asset-backed securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 648 | 1,101 |
Asset-backed securities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 71 | 244 |
Municipal securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Municipal securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 71 | 244 |
Municipal securities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 5 | |
Commercial paper | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Commercial paper | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 5 | |
Commercial paper | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Covered bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 138 | 328 |
Covered bonds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Covered bonds | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 138 | 328 |
Covered bonds | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Other | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 16 | 164 |
Other | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Other | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 16 | 164 |
Other | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Privately held securities | Significant Unobservable Inputs (Level 3) | Fair value, non-recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments, fair value | 3,100 | 1,800 |
Time deposits | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,076 | 1,143 |
Time deposits | Cash and cash equivalents | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Time deposits | Cash and cash equivalents | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,076 | 1,143 |
Time deposits | Cash and cash equivalents | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market mutual funds | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,396 | 377 |
Money market mutual funds | Cash and cash equivalents | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,396 | 377 |
Money market mutual funds | Cash and cash equivalents | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Money market mutual funds | Cash and cash equivalents | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Cash equivalent securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,800 | 2,800 |
Cash equivalent securities | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 11 | 1,910 |
Cash equivalent securities | Cash and cash equivalents | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Cash equivalent securities | Cash and cash equivalents | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 11 | 1,910 |
Cash equivalent securities | Cash and cash equivalents | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Leases and Other Commitments -
Leases and Other Commitments - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jul. 21, 2021 | |
Other Commitments [Line Items] | |||||
Operating lease termination option | 1 year | ||||
Operating lease cost | $ 258 | $ 258 | $ 524 | $ 537 | |
Operating cash outflows for operating leases | 217 | 224 | 454 | 450 | |
Operating leases | 57 | $ 177 | 137 | $ 366 | |
Sublease income, next five years | 173 | 173 | |||
Sublease income, thereafter | 26 | 26 | |||
Operating leases, not yet commenced | 1,500 | 1,500 | |||
Letter of credit | |||||
Other Commitments [Line Items] | |||||
Value of outstanding letters of credit | $ 135 | $ 135 | |||
Slack | |||||
Other Commitments [Line Items] | |||||
Operating lease right-of-use assets | $ 208 | ||||
Operating lease liabilities | $ (283) | ||||
Minimum | |||||
Other Commitments [Line Items] | |||||
Operating lease term | 1 year | 1 year | |||
Operating lease term, not yet commenced | 3 years | 3 years | |||
Maximum | |||||
Other Commitments [Line Items] | |||||
Operating lease term | 18 years | 18 years | |||
Operating lease term, not yet commenced | 18 years | 18 years |
Leases and Other Commitments _2
Leases and Other Commitments - Maturities of Lease Liabilities (Details) $ in Millions | Jul. 31, 2021USD ($) |
Operating Leases | |
Remaining six months of fiscal 2022 | $ 378 |
Fiscal 2023 | 748 |
Fiscal 2024 | 575 |
Fiscal 2025 | 458 |
Fiscal 2026 | 394 |
Thereafter | 1,330 |
Total minimum lease payments | 3,883 |
Less: Imputed interest | (292) |
Total | 3,591 |
Finance Leases | |
Remaining six months of fiscal 2022 | 36 |
Fiscal 2023 | 74 |
Fiscal 2024 | 74 |
Fiscal 2025 | 65 |
Fiscal 2026 | 11 |
Thereafter | 0 |
Total minimum lease payments | 260 |
Less: Imputed interest | (8) |
Total | $ 252 |
Business Combinations - Narrati
Business Combinations - Narrative (Details) $ in Millions | Jul. 21, 2021USD ($) | Feb. 28, 2021USD ($) | Jul. 31, 2021USD ($) | Jul. 31, 2020USD ($) | Jul. 31, 2021USD ($) | Jul. 31, 2020USD ($) | Jan. 31, 2021USD ($) |
Business Acquisition [Line Items] | |||||||
Fair value of equity awards assumed | $ 205 | $ 6 | $ 205 | $ 6 | |||
Nonvested award, cost not yet recognized | 6,706 | $ 6,706 | |||||
Estimated useful lives (in years) | 5 years 9 months 18 days | ||||||
Goodwill | $ 48,103 | $ 48,103 | $ 26,318 | ||||
Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives (in years) | 7 years 1 month 6 days | ||||||
Slack | |||||||
Business Acquisition [Line Items] | |||||||
Transaction costs | $ 54 | ||||||
Consideration transferred | 27,068 | ||||||
Fair value of unvested options and restricted stock awards | 1,700 | ||||||
Fair value of equity awards assumed | 205 | ||||||
Nonvested award, cost not yet recognized | 1,500 | ||||||
Finite-lived intangible assets acquired | 6,140 | ||||||
Goodwill | $ 21,453 | ||||||
Slack | Stock Options and Restricted Stock Units | |||||||
Business Acquisition [Line Items] | |||||||
Share conversion ratio | 0.1885 | ||||||
Slack | Restricted stock | |||||||
Business Acquisition [Line Items] | |||||||
Share conversion ratio | 0.1804 | ||||||
Slack | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets acquired | $ 3,480 | ||||||
Estimated useful lives (in years) | 8 years | ||||||
Acumen | |||||||
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 433 | ||||||
Goodwill | 337 | ||||||
Acumen | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Finite-lived intangible assets acquired | $ 99 | ||||||
Estimated useful lives (in years) | 8 years |
Business Combinations - Schedul
Business Combinations - Schedule of Consideration Transferred (Details) - USD ($) $ in Millions | Jul. 21, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 |
Business Acquisition [Line Items] | |||||
Fair value of stock options, restricted stock units and restricted stock awards assumed | $ 205 | $ 6 | $ 205 | $ 6 | |
Slack | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 15,799 | ||||
Common stock issued | 11,064 | ||||
Fair value of stock options, restricted stock units and restricted stock awards assumed | 205 | ||||
Total | $ 27,068 |
Business Combinations - Sched_2
Business Combinations - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Millions | Jul. 31, 2021 | Jul. 21, 2021 | Jan. 31, 2021 |
Business Acquisition [Line Items] | |||
Acquired customer contract asset | $ 647 | $ 477 | |
Goodwill | $ 48,103 | $ 26,318 | |
Slack | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 1,508 | ||
Accounts receivable | 97 | ||
Acquired customer contract asset | 70 | ||
Operating lease right-of-use assets | 208 | ||
Other assets | 323 | ||
Goodwill | 21,453 | ||
Intangible assets | 6,140 | ||
Accounts payable, accrued expenses and other liabilities | (183) | ||
Unearned revenue | (382) | ||
Slack Convertible Notes | (1,339) | ||
Operating lease liabilities | (283) | ||
Deferred tax liability | (544) | ||
Net assets acquired | $ 27,068 |
Business Combinations - Intangi
Business Combinations - Intangible Assets Acquired (Details) - USD ($) $ in Millions | Jul. 21, 2021 | Jul. 31, 2021 |
Business Acquisition [Line Items] | ||
Estimated useful lives (in years) | 5 years 9 months 18 days | |
Developed technology | ||
Business Acquisition [Line Items] | ||
Estimated useful lives (in years) | 4 years 1 month 6 days | |
Customer relationships | ||
Business Acquisition [Line Items] | ||
Estimated useful lives (in years) | 7 years 1 month 6 days | |
Other purchased intangible assets | ||
Business Acquisition [Line Items] | ||
Estimated useful lives (in years) | 5 years 10 months 24 days | |
Slack | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | $ 6,140 | |
Slack | Developed technology | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | $ 2,360 | |
Estimated useful lives (in years) | 5 years | |
Slack | Customer relationships | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | $ 3,480 | |
Estimated useful lives (in years) | 8 years | |
Slack | Other purchased intangible assets | ||
Business Acquisition [Line Items] | ||
Finite-lived intangible assets acquired | $ 300 | |
Estimated useful lives (in years) | 6 years |
Business Combinations - Sched_3
Business Combinations - Schedule of Pro Forma Information (Details) - Slack - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Total revenues | $ 6,557 | $ 5,327 | $ 12,743 | $ 10,358 |
Pretax income (loss) | 544 | 373 | 764 | (126) |
Net income | $ 369 | $ 2,253 | $ 563 | $ 1,942 |
Intangible Assets Acquired Th_3
Intangible Assets Acquired Through Business Combinations and Goodwill - Intangible Assets Acquired From Business Combinations (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Jan. 31, 2021 | |
Finite-lived Intangible Assets [Roll Forward] | |||||
Intangible assets, gross, beginning balance | $ 6,860 | ||||
Additions and retirements, net | 6,239 | ||||
Intangible assets, gross, ending balance | $ 13,099 | 13,099 | |||
Accumulated amortization, beginning balance | (2,746) | ||||
Expense and retirements, net | (607) | ||||
Accumulated amortization, ending balance | (3,353) | (3,353) | |||
Intangible assets, net, beginning balance | 4,114 | ||||
Intangible assets, net, ending balance | 9,746 | $ 9,746 | |||
Weighted Average Remaining Useful Life (Years) | 5 years 9 months 18 days | ||||
Amortization of intangible assets | 319 | $ 284 | $ 607 | $ 555 | |
Customer contract assets | 647 | 647 | $ 477 | ||
Other assets | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Customer contract assets | 96 | 96 | $ 42 | ||
Developed technology | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Intangible assets, gross, beginning balance | 3,305 | ||||
Additions and retirements, net | 2,360 | ||||
Intangible assets, gross, ending balance | 5,665 | 5,665 | |||
Accumulated amortization, beginning balance | (1,427) | ||||
Expense and retirements, net | (352) | ||||
Accumulated amortization, ending balance | (1,779) | (1,779) | |||
Intangible assets, net, beginning balance | 1,878 | ||||
Intangible assets, net, ending balance | 3,886 | $ 3,886 | |||
Weighted Average Remaining Useful Life (Years) | 4 years 1 month 6 days | ||||
Customer relationships | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Intangible assets, gross, beginning balance | $ 3,510 | ||||
Additions and retirements, net | 3,579 | ||||
Intangible assets, gross, ending balance | 7,089 | 7,089 | |||
Accumulated amortization, beginning balance | (1,279) | ||||
Expense and retirements, net | (251) | ||||
Accumulated amortization, ending balance | (1,530) | (1,530) | |||
Intangible assets, net, beginning balance | 2,231 | ||||
Intangible assets, net, ending balance | 5,559 | $ 5,559 | |||
Weighted Average Remaining Useful Life (Years) | 7 years 1 month 6 days | ||||
Other purchased intangible assets | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Intangible assets, gross, beginning balance | $ 45 | ||||
Additions and retirements, net | 300 | ||||
Intangible assets, gross, ending balance | 345 | 345 | |||
Accumulated amortization, beginning balance | (40) | ||||
Expense and retirements, net | (4) | ||||
Accumulated amortization, ending balance | (44) | (44) | |||
Intangible assets, net, beginning balance | 5 | ||||
Intangible assets, net, ending balance | $ 301 | $ 301 | |||
Weighted Average Remaining Useful Life (Years) | 5 years 10 months 24 days |
Intangible Assets Acquired Th_4
Intangible Assets Acquired Through Business Combinations and Goodwill - Expected Future Amortization Expense for Purchased Intangible Assets (Details) - USD ($) $ in Millions | Jul. 31, 2021 | Jan. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remaining six months of fiscal 2022 | $ 1,002 | |
Fiscal 2023 | 1,892 | |
Fiscal 2024 | 1,806 | |
Fiscal 2025 | 1,537 | |
Fiscal 2026 | 1,312 | |
Thereafter | 2,197 | |
Total amortization expense | $ 9,746 | $ 4,114 |
Intangible Assets Acquired Th_5
Intangible Assets Acquired Through Business Combinations and Goodwill - Goodwill (Details) $ in Millions | 6 Months Ended |
Jul. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 26,318 |
Other adjustments | (5) |
Goodwill, ending balance | 48,103 |
Slack | |
Goodwill [Roll Forward] | |
Goodwill acquired | 21,453 |
Acumen | |
Goodwill [Roll Forward] | |
Goodwill acquired | $ 337 |
Debt - Carrying Value of Borrow
Debt - Carrying Value of Borrowings (Details) - USD ($) $ in Millions | Jul. 31, 2021 | Jul. 21, 2021 | Jan. 31, 2021 |
Debt Instrument [Line Items] | |||
Outstanding principal as of July 31, 2021 | $ 11,551 | ||
Total carrying value of debt | 11,931 | $ 2,677 | |
Less current portion of debt | (1,342) | (4) | |
Total noncurrent debt | $ 10,589 | 2,673 | |
Senior Notes | 2023 Senior Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest rate | 3.25% | ||
Outstanding principal as of July 31, 2021 | $ 1,000 | ||
Total carrying value of debt | $ 997 | 996 | |
Senior Notes | 2024 Senior Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest rate | 0.625% | ||
Outstanding principal as of July 31, 2021 | $ 1,000 | ||
Total carrying value of debt | $ 996 | 0 | |
Senior Notes | 2028 Senior Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest rate | 3.70% | ||
Outstanding principal as of July 31, 2021 | $ 1,500 | ||
Total carrying value of debt | $ 1,491 | 1,491 | |
Senior Notes | 2028 Senior Sustainability Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest rate | 1.50% | ||
Outstanding principal as of July 31, 2021 | $ 1,000 | ||
Total carrying value of debt | $ 990 | 0 | |
Senior Notes | 2031 Senior Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest rate | 1.95% | ||
Outstanding principal as of July 31, 2021 | $ 1,500 | ||
Total carrying value of debt | $ 1,487 | 0 | |
Senior Notes | 2041 Senior Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest rate | 2.70% | ||
Outstanding principal as of July 31, 2021 | $ 1,250 | ||
Total carrying value of debt | $ 1,233 | 0 | |
Senior Notes | 2051 Senior Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest rate | 2.90% | ||
Outstanding principal as of July 31, 2021 | $ 2,000 | ||
Total carrying value of debt | $ 1,976 | 0 | |
Senior Notes | 2061 Senior Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest rate | 3.05% | ||
Outstanding principal as of July 31, 2021 | $ 1,250 | ||
Total carrying value of debt | $ 1,234 | 0 | |
Secured Debt | Loan assumed on 50 Fremont | |||
Debt Instrument [Line Items] | |||
Contractual interest rate | 3.75% | ||
Outstanding principal as of July 31, 2021 | $ 188 | ||
Total carrying value of debt | $ 188 | 190 | |
Convertible Debt | Slack Convertible Notes | |||
Debt Instrument [Line Items] | |||
Contractual interest rate | 0.50% | 0.50% | |
Outstanding principal as of July 31, 2021 | $ 863 | ||
Total carrying value of debt | $ 1,339 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Jul. 21, 2021USD ($) | Aug. 27, 2021USD ($) | Jul. 31, 2021USD ($) | Jul. 31, 2021USD ($) | Jul. 31, 2020USD ($) | Jul. 31, 2021USD ($) | Jul. 31, 2020USD ($) | Jan. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Line of Credit Facility [Line Items] | |||||||||
Repayments of Slack Convertible Notes, net of capped call proceeds | $ 168,000,000 | $ (168,000,000) | $ 0 | $ (168,000,000) | $ 0 | ||||
Revolving Credit Facility | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 3,000,000,000 | ||||||||
Outstanding borrowings for line of credit | $ 0 | $ 0 | $ 0 | ||||||
Slack | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Slack Convertible Notes | $ 1,339,000,000 | ||||||||
Bridge Facility | Bridge loan | Slack | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, face amount | $ 4,000,000,000 | ||||||||
Debt term | 364 days | ||||||||
Slack Convertible Notes | Subsequent Event | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, conversion notices | $ 852,000,000 | ||||||||
Closing trading price | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Long-term debt measurement input | 100 | 100 | 100 | 100 | |||||
Senior Notes | July 2021 Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, face amount | $ 8,000,000,000 | $ 8,000,000,000 | $ 8,000,000,000 | ||||||
Proceeds from issuance of long-term debt | 7,900,000,000 | ||||||||
Senior Notes | Significant Other Observable Inputs (Level 2) | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Senior Notes fair value | $ 10,900,000,000 | $ 10,900,000,000 | $ 10,900,000,000 | $ 2,800,000,000 | |||||
Senior Unsecured Term Loan | Acquisition Term Loan | Slack | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, face amount | $ 3,000,000,000 | ||||||||
Debt term | 3 years | ||||||||
Convertible Debt | Slack Convertible Notes | |||||||||
Line of Credit Facility [Line Items] | |||||||||
Debt instrument, face amount | $ 863,000,000 | ||||||||
Contractual interest rate | 0.50% | 0.50% | 0.50% | 0.50% | |||||
Debt instrument, conversion ratio | 32.2630 |
Debt - Future Principal Payment
Debt - Future Principal Payments (Details) $ in Millions | Jul. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remaining six months of fiscal 2022 | $ 2 |
Fiscal 2023 | 4 |
Fiscal 2024 | 1,182 |
Fiscal 2025 | 1,000 |
Fiscal 2026 | 863 |
Thereafter | 8,500 |
Total principal outstanding | $ 11,551 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Debt Disclosure [Abstract] | ||||
Contractual interest expense | $ 34 | $ 24 | $ 59 | $ 48 |
Amortization of discounts and debt issuance costs | 6 | 1 | 14 | 2 |
Debt interest expense | $ 40 | $ 25 | $ 73 | $ 50 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average fair value per share of grants (in dollars per share) | $ 60.30 | $ 48.50 | $ 57.99 | $ 40.06 |
Period for recognition (in years) | 2 years | |||
Employee Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average fair value per share of ESPP shares (in dollars per share) | $ 66.37 | $ 53.64 |
Stockholders' Equity - Share-ba
Stockholders' Equity - Share-based Compensation, Stock Options, Activity (Details) $ / shares in Units, shares in Millions, $ in Millions | 6 Months Ended |
Jul. 31, 2021USD ($)$ / sharesshares | |
Outstanding Stock Options | |
Beginning balance (in shares) | shares | 23 |
Options granted under all plans (in shares) | shares | 7 |
Exercised (in shares) | shares | (3) |
Plan shares expired or canceled (in shares) | shares | (1) |
Ending balance (in shares) | shares | 26 |
Outstanding Stock Options, Vested or expected to vest (in shares) | shares | 24 |
Outstanding Stock Options, Exercisable (in shares) | shares | 11 |
Options Outstanding Weighted-Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 120.61 |
Options granted under all plans (in dollars per share) | $ / shares | 196.68 |
Exercised (in dollars per share) | $ / shares | 93.38 |
Plan shares expired or canceled (in dollars per share) | $ / shares | 154.24 |
Ending balance (in dollars per share) | $ / shares | 143.29 |
Weighted-Average Exercise Price, Vested or expected to vest (in dollars per share) | $ / shares | 139.92 |
Weighted-Average Exercise Price, Exercisable (in dollars per share) | $ / shares | $ 99.98 |
Aggregate Intrinsic Value | |
Balance | $ | $ 2,586 |
Vested or expected to vest | $ | 2,472 |
Exercisable | $ | $ 1,599 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options Outstanding (Details) shares in Millions | 6 Months Ended |
Jul. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Number Outstanding (in shares) | shares | 26 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 10 months 24 days |
Options Outstanding , Weighted-Average Exercise Price (in dollars per share) | $ 143.29 |
Options Exercisable, Number of Shares (in shares) | shares | 11 |
Options Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 99.98 |
$0.71 to $59.34 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum (in dollars per share) | 0.71 |
Range of Exercise Prices, Maximum (in dollars per share) | $ 59.34 |
Options, Number Outstanding (in shares) | shares | 4 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 3 years 4 months 24 days |
Options Outstanding , Weighted-Average Exercise Price (in dollars per share) | $ 38.55 |
Options Exercisable, Number of Shares (in shares) | shares | 3 |
Options Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 37.85 |
$59.64 to $118.04 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum (in dollars per share) | 59.64 |
Range of Exercise Prices, Maximum (in dollars per share) | $ 118.04 |
Options, Number Outstanding (in shares) | shares | 5 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 2 years 10 months 24 days |
Options Outstanding , Weighted-Average Exercise Price (in dollars per share) | $ 96.87 |
Options Exercisable, Number of Shares (in shares) | shares | 4 |
Options Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 94.62 |
$122.03 to $148.95 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum (in dollars per share) | 122.03 |
Range of Exercise Prices, Maximum (in dollars per share) | $ 148.95 |
Options, Number Outstanding (in shares) | shares | 2 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 4 months 24 days |
Options Outstanding , Weighted-Average Exercise Price (in dollars per share) | $ 139.85 |
Options Exercisable, Number of Shares (in shares) | shares | 1 |
Options Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 136.97 |
$154.14 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum (in dollars per share) | 154.14 |
Range of Exercise Prices, Maximum (in dollars per share) | $ 154.14 |
Options, Number Outstanding (in shares) | shares | 5 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 7 months 6 days |
Options Outstanding , Weighted-Average Exercise Price (in dollars per share) | $ 154.14 |
Options Exercisable, Number of Shares (in shares) | shares | 1 |
Options Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 154.14 |
$155.20 to $207.53 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum (in dollars per share) | 155.20 |
Range of Exercise Prices, Maximum (in dollars per share) | $ 207.53 |
Options, Number Outstanding (in shares) | shares | 4 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 7 months 6 days |
Options Outstanding , Weighted-Average Exercise Price (in dollars per share) | $ 161.24 |
Options Exercisable, Number of Shares (in shares) | shares | 2 |
Options Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 161.28 |
$215.17 to $258.04 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum (in dollars per share) | 215.17 |
Range of Exercise Prices, Maximum (in dollars per share) | $ 258.04 |
Options, Number Outstanding (in shares) | shares | 6 |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 6 years 7 months 6 days |
Options Outstanding , Weighted-Average Exercise Price (in dollars per share) | $ 220.16 |
Options Exercisable, Number of Shares (in shares) | shares | 0 |
Options Exercisable, Weighted-Average Exercise Price (in dollars per share) | $ 0 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Activity (Details) $ / shares in Units, shares in Millions, $ in Millions | 6 Months Ended |
Jul. 31, 2021USD ($)$ / sharesshares | |
Restricted stock | |
Restricted Stock Outstanding | |
Beginning balance (in shares) | 25 |
Granted (in shares) | 16 |
Canceled (in shares) | (2) |
Vested and converted to shares (in shares) | (7) |
Ending balance (in shares) | 33 |
Expected to vest (in shares) | 29 |
Restricted Stock Outstanding, Weighted-Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 155.50 |
Granted (in dollars per share) | $ / shares | 228.60 |
Canceled (in dollars per share) | $ / shares | 164.98 |
Vested and converted to shares (in dollars per share) | $ / shares | 147.56 |
Ending balance (in dollars per share) | $ / shares | $ 192.68 |
Restricted Stock Outstanding, Aggregate Intrinsic Value | |
Aggregate Intrinsic Value, Outstanding | $ | $ 7,932 |
Aggregate Intrinsic Value, Expected to vest | $ | $ 6,899 |
Performance shares | |
Restricted Stock Outstanding | |
Granted (in shares) | 1 |
Restricted Stock Outstanding, Weighted-Average Exercise Price | |
Granted (in dollars per share) | $ / shares | $ 196.24 |
Stockholders' Equity - Share-_2
Stockholders' Equity - Share-based Payment Arrangement Expensed and Capitalized, Amount (Details) $ in Millions | Jul. 31, 2021USD ($) |
Share-based Payment Arrangement [Abstract] | |
Remaining six months of fiscal 2022 | $ 1,621 |
Fiscal 2023 | 2,465 |
Fiscal 2024 | 1,609 |
Fiscal 2025 | 896 |
Thereafter | 115 |
Total stock-based expense | $ 6,706 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | ||
Income Tax Disclosure [Abstract] | |||||
Benefit from (provision for) income taxes | [1] | $ (291) | $ 1,786 | $ (426) | $ 1,838 |
Income (loss) before benefit from (provision for) income taxes | 826 | 839 | $ 1,430 | $ 886 | |
Effective tax rate | 30.00% | (207.00%) | |||
Discrete tax benefit | $ 2,000 | ||||
Reasonably possible decrease of unrecognized tax benefits | $ 6 | $ 6 | |||
[1] | During the three months ended July 31, 2020, the Company recorded an approximately $2.0 billion one-time benefit from discrete tax item related to the recognition of deferred tax assets resulting from an intra-entity transfer of intangible property. |
Net Income Per Share - Reconcil
Net Income Per Share - Reconciliation of Denominator Used in Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jul. 31, 2021 | Apr. 30, 2021 | Jul. 31, 2020 | Apr. 30, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Numerator: | ||||||
Net income | $ 535 | $ 469 | $ 2,625 | $ 99 | $ 1,004 | $ 2,724 |
Denominator: | ||||||
Weighted-average shares outstanding for basic earnings per share (in shares) | 933 | 904 | 927 | 901 | ||
Dilutive effect of employee stock awards (in shares) | 17 | 18 | 18 | 18 | ||
Adjusted weighted-average shares outstanding and assumed conversions for diluted earnings per share (in shares) | 950 | 922 | 945 | 919 |
Net Income Per Share - Shares E
Net Income Per Share - Shares Excluded from Diluted Earnings Per Share (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | |
Employee stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded (in shares) | 7 | 12 | 6 | 11 |
Legal Proceedings and Claims (D
Legal Proceedings and Claims (Details) | 1 Months Ended | 2 Months Ended | ||
Apr. 30, 2020lawsuit | Sep. 30, 2019plantifflawsuit | Feb. 28, 2018defendant | Aug. 31, 2017claimdefendant | |
Tableau Software, Inc. (Tableau) Litigation | ||||
Loss Contingencies [Line Items] | ||||
Number of claims filed | claim | 2 | |||
Number of defendants | defendant | 2 | 2 | ||
Slack Litigation | ||||
Loss Contingencies [Line Items] | ||||
Number of claims filed | lawsuit | 3 | 7 | ||
Number of plaintiffs | plantiff | 1 |
Related-Party Transactions (Det
Related-Party Transactions (Details) shares in Millions, $ in Millions | Jul. 31, 2021board_seatshares | Jul. 21, 2021USD ($) |
Slack | ||
Related Party Transaction [Line Items] | ||
Reserved shares of common stock for future sale (in share) | shares | 1.2 | |
Slack | Collaborative Arrangement, Transaction with Party to Collaborative Arrangement | ||
Related Party Transaction [Line Items] | ||
Collaborative arrangement, cash value of shares agreed to be donated | $ | $ 54 | |
Foundation | ||
Related Party Transaction [Line Items] | ||
Number of Company's board members that hold board seats in Foundation | 1 | |
Number of board seats in Foundation | 3 |