Business Combinations

12 Months Ended

Jan. 31, 2025

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

Fiscal Year 2025

Spiff, Inc.

In February 2024, the Company acquired all outstanding stock of Spiff, Inc. (“Spiff”), an incentive compensation management platform company. The acquisition date fair value of the consideration transferred for Spiff was $419 million, which consisted primarily of $374 million in cash. The Company recorded $323 million of goodwill which is primarily attributed to the assembled workforce and expanded market opportunities. The goodwill associated with the acquisition of Spiff has no basis and is not deductible for U.S. income tax purposes. The Company also recorded approximately $52 million of intangible assets for developed technology and customer relationships with useful lives of nine and five years, respectively. The fair values assigned to 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 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 Spiff, which were not material, in its consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were also not material.

Zoomin Software Ltd.

In November 2024, the Company acquired all outstanding stock of Zoomin Software Ltd. (“Zoomin”), a data management company. The acquisition date fair value of the consideration transferred for Zoomin was $374 million, which consisted primarily of $344 million in cash. The Company recorded $284 million of goodwill which is primarily attributed to the assembled workforce and expanded market opportunities. The goodwill associated with the acquisition of Zoomin has no basis and is not deductible for U.S. income tax purposes. The Company also recorded approximately $94 million of intangible assets for developed technology with a useful life of three years. The fair values assigned to 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 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 Zoomin, which were not material, in its consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were also not material.

Own Data Company Ltd.

In November 2024, the Company acquired all outstanding stock of Own Data Company Ltd. (“Own”), a leading provider

of data protection and data management solutions. The Company has included the financial results of Own, which were not material, in the consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were not material. The acquisition date fair value of the consideration transferred for Own was approximately $2.1 billion, which consisted of the following (in millions):


	Fair Value
Cash	$	1,931
Fair value of pre-existing relationship	212
Total	$	2,143

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions):


	Fair Value
Cash and cash equivalents	$	44
Accounts receivable	32
Operating lease right-of-use assets, net	35
Goodwill	1,812
Intangible assets	597
Other assets	10
Accounts payable, accrued expenses and other liabilities, current and noncurrent	(16)
Unearned revenue	(125)
Operating lease liabilities	(35)
Deferred tax liability	(211)
Net assets acquired	$	2,143

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities, for which there is 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 returns are finalized. 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	$	343	6 years
Customer relationships	224		9 years
Other purchased intangible assets	30		2 years
Total intangible assets subject to amortization	$	597

Developed technology represents the fair value of Own’s data analysis technology. Customer relationships represent the fair values of the underlying relationships with Own customers.

The fair value of the Company’s noncontrolling equity investment in Own prior to the acquisition was $172 million. The Company recognized a gain of approximately $40 million as a result of remeasuring its prior equity interest in Own held before the business combination. The gain is included in losses on strategic investments, net in the consolidated statement of operations.

Fiscal Year 2023

Traction Sales and Marketing Inc.

In April 2022, the Company acquired all outstanding stock of Traction Sales and Marketing Inc. (“Traction on Demand”), a professional services firm that provides innovative and critical solutions to clients using the Company’s service offerings and other advanced cloud technologies. The acquisition date fair value of the consideration transferred for Traction on Demand was approximately $340 million, which consisted primarily of $302 million in cash.