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Salesforce, Inc. - Annual Report: 2024 (Form 10-K)

2 916 3 727 3 (3,562)7,838 
Operating Activities
The net cash provided by operating activities during fiscal 2024 was primarily comprised of net income of $4.1 billion, adjusted for non-cash items, including $4.0 billion of depreciation and amortization and $2.8 billion of stock-based compensation expense. Cash provided by operating activities can be significantly impacted by factors such as growth in new business, timing of cash receipts from customers, vendor payment terms and timing of payments to vendors. Cash provided by operating activities during fiscal 2024 was further benefited by the change in unearned revenue of $1.6 billion, partially offset by the changes in accounts receivable, net of $659 million and the change in accounts payable and accrued expenses and other liabilities of $478 million. As our business continues to grow, and assuming our expenses remain in line with or less than our revenue growth, we expect to continue to see growth in net cash provided by operating activities.
The net cash provided by operating activities during fiscal 2023 was related to net income of $208 million, adjusted for non-cash items including $3.8 billion of depreciation and amortization and $3.3 billion related to stock-based compensation expense. Cash provided by operating activities can be significantly impacted by factors such as growth in new business, timing of cash receipts from customers, vendor payment terms and timing of payments to vendors. Cash provided by operating activities during fiscal 2023 was further benefited by the change in unearned revenue of $1.7 billion, partially offset by the change in costs capitalized to obtain revenue contracts, net of $2.3 billion and accounts receivable, net of $1.0 billion due to cash collections. Cash provided by operating activities was impacted by the provision from the Tax Cuts and Jobs Act of 2017 which became effective in fiscal 2023 and requires the capitalization and amortization of research and development costs. The change increased our cash taxes paid in fiscal 2023.
Investing Activities
The net cash used in investing activities during fiscal 2024 was primarily related to capital expenditures of $736 million, net outflows from strategic investment activity of $388 million, and net outflows related to marketable securities activity of $121 million.
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The net cash used in investing activities during fiscal 2023 was primarily related to capital expenditures of $798 million, net outflows of $557 million from marketable securities activity, cash consideration for acquisitions of approximately $439 million and net outflows of $195 million from strategic investment activity.
Financing Activities
Net cash used in financing activities during fiscal 2024 consisted primarily of $7.6 billion from repurchases of common stock and $1.2 billion related to repayments of debt, partially offset by $2.0 billion from proceeds from equity plans.
Net cash used in financing activities during fiscal 2023 consisted primarily of $4.0 billion from repurchases of common stock partially offset by $861 million from proceeds from equity plans.
Debt
As of January 31, 2024, we had senior unsecured debt outstanding, with maturities starting in July 2024 and extending through July 2061 with a total carrying value of $9.4 billion, of which $1.0 billion was related to the 2024 Senior Notes due in the next 12 months. We were in compliance with all debt covenants as of January 31, 2024.
In December 2020, we entered into the Revolving Loan Credit Agreement, which provides for a $3.0 billion unsecured revolving Credit Facility that matures in December 2025. There were no outstanding borrowings under the Credit Facility as of January 31, 2024. We may use the proceeds of future borrowings under the Credit Facility for general corporate purposes, which may include, without limitation, the consideration, fees, costs and expenses related to any acquisition. In April 2022 and May 2023, we amended the Revolving Loan Credit Agreement to reflect certain immaterial administrative changes.
We do not have any special purpose entities and we do not engage in off-balance sheet financing arrangements.
Share Repurchase Program
In August 2022, the Board authorized a program to repurchase up to $10.0 billion of our common stock (the “Share Repurchase Program”). The Share Repurchase Program does not have a fixed expiration date and does not obligate us to acquire any specific number of shares. In February 2023, the Board authorized an additional $10.0 billion in repurchases under the Share Repurchase Program, for an aggregate total authorization of $20.0 billion. During the fiscal years ended January 31, 2024 and 2023, we repurchased approximately 36 million and 28 million shares of our common stock for approximately $7.7 billion and $4.0 billion at an average cost of $210.30 and $144.94 per share, respectively. All repurchases were made in open market transactions. As of January 31, 2024, we were authorized to purchase a remaining $8.3 billion of the Company’s common stock under the Share Repurchase Program. In February 2024, the Board authorized an additional $10.0 billion in repurchases under the Share Repurchase Program, for an aggregate total authorization of $30.0 billion. Subsequent to January 31, 2024, we have paid approximately $0.5 billion through February 29, 2024 for additional shares under the Share Repurchase Program.
The Inflation Reduction Act introduced a new one percent excise tax imposed on certain stock repurchases made after December 31, 2022. The excise tax is assessed on an annual fiscal year basis, reported and paid in the subsequent year. It was applicable to stock repurchases made in fiscal 2024 and impacted in fiscal 2025 by factors such as the Company’s share price. Any excise tax for fiscal 2024 will impact financing cash flows.
Cash Dividend
On February 28, 2024, we announced a quarterly dividend policy and the declaration of our first-ever cash dividend. This cash dividend of $0.40 per share of the Company’s outstanding common stock will be paid on April 11, 2024 to stockholders of record as of the close of business on March 14, 2024.
The payment of future cash dividends is subject to future declaration by our Board, which will be based in part on continued capital availability, general economic and market conditions, applicable laws and agreements and our Board continuing to determine that the declaration of dividends is in the best interests of the Company and its stockholders.
Contractual Obligations
Our principal commitments consist of obligations under leases for office space, co-location data center facilities and our development and test data center, as well as leases for computer equipment, software, furniture and fixtures. As of January 31, 2024, the future non-cancelable minimum payments under these commitments were approximately $4.6 billion, with payments of $1.0 billion due in the next 12 months and $3.6 billion due thereafter. As of January 31, 2024, we have additional operating leases that have not yet commenced totaling $77 million. In addition to our leasing arrangements, we have other contractual commitments associated with agreements that are enforceable and legally binding, including those with infrastructure service providers. As of January 31, 2024, our total commitments under these agreements were approximately $16.8 billion, of which payments of $2.2 billion are due in the next 12 months and $14.6 billion are due thereafter. We generally expect to satisfy these commitments with cash on hand and cash provided by operating activities.
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During the fiscal 2024 and in future years, we have made, and expect to continue to make, additional investments in our infrastructure to scale our operations to increase productivity and enhance our security measures. We plan to upgrade or replace various internal systems to scale with our overall growth. While we continue to make investments in our infrastructure, including offices, information technology and data centers, as well as investments with infrastructure service providers, to provide capacity for the growth of our business, our strategy may continue to change related to these investments and we may slow the pace of our investments.
Other Future Obligations
As of January 31, 2024, we expect approximately $100 million to $125 million in future cash payments related to our restructuring initiatives, primarily related to workforce costs such as severance payments. We generally expect to satisfy these commitments with cash on hand and cash provided by operating activities. Additionally, as we have utilized the majority of our net operating loss and tax credits carryforward, we expect an increase in cash taxes
Environmental, Social and Governance
We believe that business is the greatest platform for change. By focusing on environmental, social and governance (ESG) excellence, Salesforce strives to be a leading example of an ethical, resilient company delivering value to stakeholders now and in the future. We aim to maintain our public commitments with the highest standards of integrity and transparency, and enable compliance with global ESG regulations.
Guided by our values, we work to earn the trust of our stakeholders. Transparency is key to trust, which is why we have published an annual ESG report for over ten years to keep our stakeholders informed and to hold ourselves accountable to our ESG strategy, as well as our key programs, goals, commitments and metrics. Our ESG disclosures are also informed by relevant topics identified through ESG relevancy assessments and third-party ESG reporting organizations, frameworks and standards, such as the Sustainability Accounting Standards Board (“SASB”) Standards and the Task Force on Climate-Related Financial Disclosures (“TCFD”). Read more about these initiatives and view our Stakeholder Impact Report at https://salesforce.com/stakeholder-impact-report. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this report.
While we believe that our ESG goals align with our long-term growth strategy and financial and operational priorities, they are aspirational and may change, and there is no guarantee or promise that they will be met.

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ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to financial market risks, including changes in foreign currency exchange rates, interest rates and equity investment risks. This exposure has increased due to recent financial market movements and changes to our expectations of near-term possible movements caused by the impact of the macroeconomic environment as discussed in more detail below.
Foreign Currency Exchange Risk
We primarily conduct our business in the following locations: the United States, Europe, Canada, Latin America, Asia Pacific and Japan. The expanding global scope of our business exposes us to the risk of fluctuations in foreign currency markets, including emerging markets. This exposure is the result of selling in multiple currencies, operating in countries where the functional currency is the local currency and growth in our international investments, including data center expansion, costs associated with third-party infrastructure providers and additional headcount in foreign countries. Specifically, our results of operations and cash flows are subject to fluctuations in the following currencies: the Euro, British Pound Sterling, Japanese Yen, Canadian Dollar, Australian Dollar and Brazilian Real against the United States Dollar (“USD”). These exposures may change over time as business practices evolve and economic conditions change. Changes in foreign currency exchange rates could have an adverse impact on our financial results and cash flows.
Foreign Currency Transaction Risk
Our foreign currency exposures typically arise from selling annual and multi-year subscriptions in multiple currencies, customer accounts receivable, intercompany transfer pricing arrangements and other intercompany transactions. Our foreign currency management objective is to minimize the effect of fluctuations in foreign exchange rates on selected assets or liabilities without exposing us to additional risk associated with transactions that could be regarded as speculative.
We pursue our objective by utilizing foreign currency forward contracts to offset foreign exchange risk. Our foreign currency forward contracts are generally short-term in duration. We neither use these foreign currency forward contracts for trading purposes nor do we currently designate these forward contracts as hedging instruments under the relevant accounting and financial reporting guidelines. Accordingly, we record the fair values of these contracts as of the end of our reporting period to our consolidated balance sheets with changes in fair values recorded to our consolidated statements of operations. Given the short duration of the forward contracts, the amount recorded is not significant. Our ultimate realized gain or loss with respect to foreign currency exposures will generally depend on the size and type of cross-currency transactions that we enter into, the currency exchange rates associated with these exposures and changes in those rates, the net realized gain or loss on our foreign currency forward contracts and other factors.
Foreign Currency Translation Risk
Fluctuations in foreign currencies impact the amount of total assets, liabilities, revenues, operating expenses and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into USD. Total revenue during the fiscal year ended January 31, 2024, was minimally impacted by fluctuations in foreign currencies compared to the fiscal year ended January 31, 2024. In addition, fluctuations in USD against international currencies negatively impacted our current remaining performance obligation by approximately one percent as of January 31, 2024 compared to what we would have reported as of January 31, 2023 using constant currency rates.
Interest Rate Sensitivity
We had cash, cash equivalents and marketable securities totaling $14.2 billion as of January 31, 2024. This amount was invested primarily in money market funds, time deposits, corporate notes and bonds, government securities and other debt securities with credit ratings of at least BBB or better. The cash, cash equivalents and marketable securities are held for general corporate purposes, including share repurchases, dividend payments, acquisitions of, or investments in, complementary businesses, services or technologies, working capital and capital expenditures. Our investments are made for capital preservation purposes. We do not enter into investments for trading or speculative purposes.
Our cash equivalents and our portfolio of marketable securities are subject to market risk due to changes in interest rates. Fixed-rate securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we classify our debt securities as “available for sale,” no gains or losses are recognized in our consolidated statement of operations due to changes in interest rates. Gains or losses recognized in our consolidated statement of operations are limited to those related to either the sale of securities prior to maturity or expected credit losses.
Our fixed-income portfolio is also subject to interest rate risk. An immediate increase or decrease in interest rates of 100 basis points at January 31, 2024 could result in a $63 million market value reduction or increase of the same amount. This estimate is based on a sensitivity model that measures market value changes when changes in interest rates occur. Fluctuations
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in the value of our investment securities caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive income, net, and are realized only if we sell the underlying securities.
At January 31, 2023, we had cash, cash equivalents and marketable securities totaling $12.5 billion. Changes in interest rates of 100 basis points would have resulted in market value changes of $56 million.
Market Risk and Market Interest Risk
We deposit our cash with multiple financial institutions.
Debt
We maintain debt obligations that are subject to market interest risk, as follows (in millions):
InstrumentMaturity DatePrincipal Outstanding as of January 31, 2024Interest TermsContractual Interest Rate
2024 Senior NotesJuly 2024$1,000 Fixed0.625%
Credit FacilityDecember 20250 FloatingN/A
2028 Senior NotesApril 20281,500 Fixed3.70
2028 Senior Sustainability NotesJuly 20281,000 Fixed1.50
2031 Senior NotesJuly 20311,500 Fixed1.95
2041 Senior NotesJuly 20411,250 Fixed2.70
2051 Senior NotesJuly 20512,000 Fixed2.90
2061 Senior NotesJuly 20611,250 Fixed3.05
                )  ) $ $          )  )        ())))() ))  )) )  ))  ) )))    $ $         )())  $ 
(1) Other includes, for example, the impact of foreign currency translation.
Revenue recognized over time primarily includes Cloud Services subscription and support revenue, which is generally recognized ratably over time, and professional services and other revenue, which is generally recognized ratably or as delivered.
Revenue recognized at a point in time substantially consists of on-premises software licenses.
Approximately percent of total revenue recognized in fiscal 2024 is from the unearned revenue balance as of January, 31, 2023.
Remaining Performance Obligation
Remaining performance obligation represents contracted revenue that has not yet been recognized and includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods. Transaction price allocated to the remaining performance obligation is based on SSP. Remaining performance obligation is influenced by several factors, including seasonality, the timing of renewals, the timing of software license deliveries, average contract terms and foreign currency exchange rates. Remaining performance obligation is also impacted by acquisitions. Unbilled portions of the remaining performance obligation denominated in foreign currencies are revalued each period based on the period end exchange rates. Remaining performance obligation is subject to future economic risks, including bankruptcies, regulatory changes and other market factors.
The Company excludes amounts related to performance obligations from professional services contracts that are billed and recognized on a time and materials basis.
The majority of the Company's noncurrent remaining performance obligation is expected to be recognized in the next to months.
 $ $ As of January 31, 2023 $ $ $ 
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3.
 $ $()$ U.S. treasury securities  () Mortgage-backed obligations  () Asset-backed securities  () Municipal securities  () Commercial paper    Covered bonds  () Other  () Total marketable securities$ $ $()$ 
At January 31, 2023, marketable securities consisted of the following (in millions): )) 
Amortized
Cost		Unrealized
Gains		Unrealized
Losses		Fair Value
Corporate notes and obligations$ $ $()$ 
U.S. treasury securities  () 
Mortgage-backed obligations  () 
Asset-backed securities  () 
Municipal securities  () 
Commercial paper    
  
()$()$ 
Unrealized gains and losses recognized on privately held equity securities, net includes upward and downward adjustments from equity securities accounted for under the measurement alternative, as well as gains and losses from private equity securities in other measurement categories. For privately held securities accounted for under the measurement alternative, the Company recorded upward adjustments of $ million and $ million and impairments and downward adjustments of $ million and $ million for fiscal 2024 and 2023, respectively.
4.
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 $ $ $ Money market mutual funds    Cash equivalent securities     Marketable securities:Corporate notes and obligations    U.S. treasury securities    Mortgage-backed obligations    Asset-backed securities    Municipal securities    Commercial paper    Covered bonds    Other    Strategic investments:Equity securities    Total assets$ $ $ $ 
(1) Included in “cash and cash equivalents” in the accompanying consolidated balance sheets in addition to $ billion of cash, as of January 31, 2024.
The following table presents information about the Company’s assets that were measured at fair value as of January 31, 2023 and indicates the fair value hierarchy of the valuation (in millions): 
DescriptionQuoted Prices in
Active Markets
for Identical Assets
(Level 1)		Significant Other
Observable Inputs (Level 2)		Significant
Unobservable
Inputs
(Level 3)		Fair Value
Cash equivalents (1):
Time deposits$ $ $ $ 
Money market mutual funds    
Cash equivalent securities    
Marketable securities:
Corporate notes and obligations    
U.S. treasury securities    
Mortgage-backed obligations    
Asset-backed securities    
Municipal securities    
Commercial paper    
Covered bonds    
Other    
Strategic investments:
Equity securities    
 $ 
 $     $ Operating lease liabilities, current$ $ Noncurrent operating lease liabilities  Total operating lease liabilities$ $ Finance leases:Computers, equipment and software$ $ Accumulated depreciation()()Property and equipment, net$ $ Accrued expenses and other liabilities $ $ Other noncurrent liabilities   Total finance lease liabilities$ $ 
Other information related to leases was as follows:
As of January 31,
20242023
Weighted average remaining lease term
Operating leases years years
Finance leases years years
Weighted average discount rate
Operating leases % %
Finance leases % %
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 $ Fiscal 2026  Fiscal 2027  Fiscal 2028  Fiscal 2029  Thereafter  Total minimum lease payments  Less: Imputed interest()()Total$ $ 
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 $ million in the next five years and $ million thereafter.
Of the total lease commitment balance, including leases not yet commenced, of $ billion, approximately $ billion is related to facilities space. The remaining commitment amount is primarily related to equipment.
7.
 million, which consisted primarily of $ million in cash. The Company recorded approximately $ million for customer relationships with estimated useful lives of . The Company recorded approximately $ million of goodwill which is primarily attributed to the assembled workforce. For the goodwill balance, there is some basis for foreign income tax purposes but no basis for U.S. income tax purposes.
Fiscal Year 2022
Slack Technologies, Inc.
On July 21, 2021, the Company acquired all outstanding stock of Slack Technologies, Inc. (“Slack”), a leading channel-based messaging platform.
The acquisition date fair value of the consideration transferred for Slack was approximately $ billion, which consisted of $ billion of cash paid, $ billion of common stock issued, and $ million related to the fair value of stock options, restricted stock units and restricted stock awards assumed.
The Company recorded $ billion of intangible assets related to customer relationship, developed technology and other purchased intangible assets with useful life of five to . Developed technology represents the preliminary estimated fair value of Slack's data analysis technologies. Customer relationships represent the preliminary estimated fair values of the underlying relationships with Slack customers. The Company recorded $ billion of goodwill which is primarily attributed to the assembled workforce and expanded market opportunities, including integrating the Slack product offering with existing Company service offerings in a digital-first, work anywhere world for which there is no basis for U.S. income tax purposes.
The Company assumed unvested stock options, restricted stock units and restricted stock awards with an estimated fair value of $ billion. Of the total consideration, $ million was allocated to the purchase consideration and $ billion was allocated to future services and will be expensed over the remaining service periods on a straight-line basis.
Acumen Solutions, Inc.
 million, in cash.
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8.
 $()$ $()$()$()$ $ Customer relationships () ()()()  Other (2)   ()()()  Total$ $()$ $()$()$()$ $ (1) The Company retired $ million of fully depreciated intangible assets during fiscal 2024, of which $ million were included in acquired developed technology, and $ million in customer relationships.
Amortization of intangible assets resulting from business combinations for fiscal 2024, 2023 and 2022 was $ billion, $ billion and $ billion, respectively.
 Fiscal 2026 Fiscal 2027 Fiscal 2028 Fiscal 2029 Thereafter Total amortization expense$ 
Goodwill
Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired.
 Traction on Demand Other acquisitions and adjustments (1) Balance as of January 31, 2023$           )Office Space ReductionsTotalWorkforce ReductionOffice Space ReductionsTotal )) - years -  $ $ 
The Company estimated its future stock price volatility considering both its observed option-implied volatilities and its historical volatility calculations. Management believes this is the best estimate of the expected volatility over the expected life of its stock options and stock purchase rights.
The estimated life for the stock options was based on an analysis of historical exercise activity. The risk-free interest rate is based on the rate for a U.S. government security with the same estimated life at the time of the option grant and the stock purchase rights.
The estimated forfeiture rate applied is based on historical forfeiture rates.
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  $ Increase in shares authorized:2013 Equity Incentive Plan Restricted stock activity()Exercised0 () Plan shares expired or canceled () Balance as of January 31, 2024  $ $ Vested or expected to vest $ $ Exercisable as of January 31, 2024 $ $ 
The total intrinsic value of the options exercised during fiscal 2024, 2023 and 2022, was $ billion, $ billion, and $ billion, respectively. The intrinsic value of options exercised during each year is calculated as the difference between the market value of the stock at the time of exercise and the exercise price of the stock option.
The weighted-average remaining contractual life of vested and expected to vest options is approximately years.
 million shares were vested at a weighted-average exercise price of $ per share and had a weighted-average remaining contractual life of approximately years. The total intrinsic value of these vested options based on the market value of the stock as of January 31, 2024 was approximately $ billion.
 Options OutstandingOptions Exercisable
Range of Exercise
Prices		Number
Outstanding
(in millions)		Weighted-
Average
Remaining
Contractual Life
(Years)		Weighted-
Average
Exercise
Price		Number of
Shares
(in millions)		Weighted-
Average
Exercise
Price
$ to $
 $  $ 
$ to $
    
$ to $
    
$ to $
    
$    
$ to $
    
 $  $ 
 $ Granted - restricted stock units and awards  Granted - performance-based stock units  Canceled() Vested and converted to shares() Balance as of January 31, 2024 $ $ Expected to vest $ 
Restricted stock, which upon vesting entitles the holder to one share of common stock for each share of restricted stock, has an exercise price of $ per share, which is equal to the par value of the Company’s common stock, and generally vests over . The total fair value of shares vested during fiscal 2024 and 2023 was $ billion and $ billion, respectively.
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and percent, depending on the extent the market-based condition or performance-based condition, or both, is achieved. Fiscal 2026 Fiscal 2027 Fiscal 2028 Total stock-based compensation expense$ 
The aggregate expected stock-based compensation expense remaining to be recognized reflects only outstanding stock awards as of January 31, 2024 and assumes no forfeiture activity and no changes in the expected level of attainment of performance share grants based on the Company’s financial performance relative to certain targets.
Common Stock
 Restricted stock awards and units and performance-based stock units outstanding Stock available for future grant or issuance:2013 Equity Incentive Plan 2014 Inducement Plan         
14.
purported class action lawsuits were filed against Slack, its directors, certain of its officers and certain investment funds associated with certain of its directors, each alleging violations of securities laws in connection with Slack’s registration statement on Form S-1 (the “Registration Statement”) filed with the SEC. All but one of these actions were filed in the Superior Court of California for the County of San Mateo, though one plaintiff originally filed in the County of San Francisco before refiling in the County of San Mateo (and the original San Francisco action was dismissed). The remaining action was filed in the U.S. District Court for the Northern District of California (the “Federal Action”). In the Federal Action, captioned Dennee v. Slack Technologies, Inc., Case No. 3:19-CV-05857-SI, Slack and the other defendants filed a motion to dismiss the complaint in January 2020. In April 2020, the court granted in part and denied in part the motion to dismiss. In May 2020, Slack and the other defendants filed a motion to certify the court’s order for interlocutory appeal, which the court granted. Slack and the other defendants filed a petition for permission to appeal the district court’s order to the Ninth Circuit Court of Appeals, which was granted in July 2020. Oral argument was heard in May 2021. On September 20, 2021, the Ninth Circuit affirmed the district court’s ruling. Slack filed a petition for rehearing with the Ninth Circuit on November 3, 2021, which was denied on May 2, 2022. Slack filed a petition for a writ of certiorari with the U.S. Supreme Court on August 31, 2022, which was granted on December 13, 2022. On June 1, 2023, the Supreme Court issued a unanimous decision vacating the Ninth Circuit’s decision and remanded for further proceedings. The Ninth Circuit ordered the parties to submit additional briefing in light of the Supreme Court’s decision. That briefing has concluded, and the parties await rulings from the Ninth Circuit. The state court actions were consolidated in November 2019, and the consolidated action is captioned In re Slack Technologies, Inc. Shareholder Litigation, Lead Case No. 19CIV05370 (the “State Court Action”). An additional state court action was filed in San Mateo County in June 2020 but was consolidated with the State Court Action in July 2020. Slack and the other defendants filed demurrers to the complaint in the State Court Action in February 2020. In August 2020, the court sustained in part and overruled in part the demurrers, and granted plaintiffs leave to file an amended complaint, which they filed in October 2020. Slack and the other defendants answered the complaint in November 2020. Plaintiffs filed a motion for class certification on October 21, 2021, which remains pending. On October 26, 2022, the court stayed the State Court Action pending resolution of Slack’s petition for a writ of certiorari in the Federal Action. The State Court Action remains stayed pending resolution of the appellate proceedings in the Federal Action. The Federal Action and the State Court Action seek unspecified monetary damages and other relief on behalf of investors who purchased Slack’s Class A common stock issued pursuant and/or traceable to the Registration Statement.
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15.
 million, and consisted primarily of $ million in cash paid at closing.
Dividend Declaration
On February 28, 2024, the Company announced a cash dividend of $ per share of the Company’s outstanding common stock, payable on April 11, 2024 to stockholders of record as of the close of business on March 14, 2024.
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ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A.     CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this report.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management’s evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level, that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures.
(b) Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2024 based on the guidelines established in the Internal Control—Integrated Framework (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our internal control over financial reporting includes policies and procedures that provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
Based on the results of our evaluation, our management concluded that our internal control over financial reporting was effective as of January 31, 2024. We reviewed the results of management’s assessment with our Audit Committee.
The effectiveness of our internal control over financial reporting as of January 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.
(c) Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter ended January 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
(d) Inherent Limitations on Effectiveness of Controls
Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate
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because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
ITEM 9B.     OTHER INFORMATION
During the three months ended January 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the adoption or termination of a “Rule 10b5-1 ” or “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K), except as follows. , , , a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to shares of the Company’s common stock, subject to certain conditions, through June 10, 2024. , , , a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to shares of the Company’s common stock, subject to certain conditions, through December 31, 2024. , , , a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to shares of the Company’s common stock, subject to certain conditions, through December 31, 2024.

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

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

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

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

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

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

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PART IV

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

ITEM 16.     10-K SUMMARY

Omitted at registrant’s option.

Index to Exhibits
Exhibit
No.		Provided
Herewith		Incorporated by Reference
Exhibit DescriptionFormSEC File No.ExhibitFiling Date
3.18-K001-322243.14/4/2022
3.28-K001-322243.112/16/2022
4.110-Q001-322244.16/1/2022
4.28-K001-322244.14/11/2018
4.38-K001-322244.24/11/2018
4.48-K001-322244.27/12/2021
4.58-K001-322244.17/21/2021
4.68-K001-322244.27/21/2021
4.78-K001-322244.37/21/2021
4.810-K001-322244.83/8/2023
10.1*S-8333-2725994.36/12/2023
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Exhibit
No.		Provided
Herewith		Incorporated by Reference
Exhibit DescriptionFormSEC File No.ExhibitFiling Date
10.2*S-8333-2655554.46/13/2022
10.3*S-1/A333-11128910.14/20/2004
10.4*S-8333-2115104.15/20/2016
10.5*10-Q001-3222410.36/1/2022
10.6*10-Q001-3222410.46/1/2022
10.7*10-Q001-3222410.56/1/2022
10.8*10-Q001-3222410.66/1/2022
10.9*10-Q001-3222410.76/1/2022
10.10*S-8333-2655574.36/13/2022
10.11*Form of Performance-Based Restricted Stock Unit Agreement10-Q001-3222410.16/1/2023
10.12*10-K001-3222410.133/9/2009
10.13*  10-K 001-32224 10.14 3/9/2009
10.14*10-K001-3222410.163/5/2020
10.15*10-Q001-3222410.26/1/2023
10.16*10-K001-3222410.173/17/2021
10.17*X
10.1810-Q001-3222410.25/30/2014
10.1910-Q001-3222410.211/26/2014
10.2010-Q001-3222410.36/1/2023
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Exhibit
No.		Provided
Herewith		Incorporated by Reference
Exhibit DescriptionFormSEC File No.ExhibitFiling Date
10.218-K001-3222410.212/23/2020
10.228-K001-3222499.11/27/2023
21.1X
23.1X
24.1X
31.1X
31.2X
32.1X
97.01X
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Extension Definition
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104
The Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101)
*Indicates a management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Dated: March 6, 2024  
  Salesforce, Inc.
  By: 
/s/ AMY WEAVER
   Amy Weaver
President and
Chief Financial Officer
(Principal Financial Officer)
Dated: March 6, 2024  
  Salesforce, Inc.
  By: 
/s/ SUNDEEP REDDY
   Sundeep Reddy
   Executive Vice President and
Chief Accounting Officer
(Principal Accounting Officer)


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

Signature
Title
Date
/s/ Marc BenioffChair of the Board and Chief Executive Officer (Principal Executive Officer)March 6, 2024
Marc Benioff
/s/ Amy WeaverPresident and Chief Financial Officer (Principal Financial Officer)March 6, 2024
Amy Weaver
/s/ Sundeep ReddyExecutive Vice President and Chief Accounting Officer (Principal Accounting Officer)March 6, 2024
Sundeep Reddy
/s/ Laura Alber
Director
March 6, 2024
Laura Alber
/s/ Craig Conway
Director
March 6, 2024
Craig Conway
/s/ Arnold Donald
Director
March 6, 2024
Arnold Donald
/s/ Parker Harris Director, Co-FounderMarch 6, 2024
Parker Harris
/s/ Neelie Kroes
Director
March 6, 2024
Neelie Kroes
/s/ Sachin Mehra
Director
March 6, 2024
Sachin Mehra
/s/ Mason Morfit
Director
March 6, 2024
Mason Morfit
/s/ Oscar Munoz
Director
March 6, 2024
Oscar Munoz
/s/ John V. Roos
Director
March 6, 2024
John V. Roos
/s/ Robin L. Washington
Director
March 6, 2024
Robin L. Washington
/s/ Maynard Webb
Director
March 6, 2024
Maynard Webb
/s/ Susan Wojcicki
Director
March 6, 2024
Susan Wojcicki
99

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