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Stockholders' Equity
12 Months Ended
Jan. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Stockholders' Equity Stockholders’ Equity
The Company maintains the following stock plans: the ESPP, the 2013 Equity Incentive Plan and the 2014 Inducement Equity Incentive Plan (“2014 Inducement Plan”). Options issued have terms of seven years.
The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions and fair value per share:
 Fiscal Year Ended January 31,
202520242023
Volatility
33 - 36
%
35 - 40
%
34 - 40
%
Estimated life5.2 years3.5 years3.5 years
Risk-free interest rate
4.3 - 4.5
%
3.6 - 4.3
%
1.7 -4.4
%
Weighted-average fair value per share of grants$114.96 $66.95 $62.10 
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.
Stock option activity for fiscal 2025 was as follows:
  Options Outstanding
 Shares
Available for
Grant
(in millions)
Outstanding
Stock
Options
(in millions)
Weighted-
Average
Exercise Price
Aggregate
Intrinsic Value (in millions)
Balance as of January 31, 202460 12 $185.77 
Increase in shares authorized:
2013 Equity Incentive Plan36 
Restricted stock activity(23)
Exercised(4)173.43 
Balance as of January 31, 202573 $198.89 $1,140 
Vested or expected to vest$198.10 $1,126 
Exercisable as of January 31, 2025$187.48 $883 
The total intrinsic value of the options exercised during fiscal 2025, 2024 and 2023, was $0.7 billion, $0.6 billion, and $0.2 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 3.5 years.
As of January 31, 2025, options to purchase 6 million shares were vested at a weighted-average exercise price of $187.48 per share and had a weighted-average remaining contractual life of approximately 3.0 years. The total intrinsic value of these vested options based on the market value of the stock as of January 31, 2025 was approximately $0.9 billion.
The following table summarizes information about stock options outstanding as of January 31, 2025:
 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
$1.34 to $154.14
2.6$128.18 $127.85 
$157.70 to $167.45
2.4162.50 162.27 
$171.43 to $215.17
3.4208.80 211.81 
$218.21
4.1218.21 218.21 
$218.63 to $342.02
4.6267.30 238.64 
3.5$198.89 $187.48 
Restricted stock activity for fiscal 2025 is as follows:
 Restricted Stock Outstanding
 Outstanding
(in millions)
Weighted Average Grant Date Fair ValueAggregate
Intrinsic
Value (in millions)
Balance as of January 31, 202428 $202.95 
Granted - restricted stock units and awards12 302.73 
Granted - performance-based stock units290.64 
Canceled(3)226.68 
Vested and converted to shares(12)203.70 
Balance as of January 31, 202526 $250.50 $8,796 
Expected to vest23 $7,693 
Restricted stock, which upon vesting entitles the holder to one share of common stock for each share of restricted stock, has an exercise price of $0.001 per share, which is equal to the par value of the Company’s common stock, and generally vests over four years. The total fair value of shares vested during fiscal 2025 and 2024 was $3.4 billion and $2.5 billion, respectively.
In fiscal 2025, 2024 and 2023, the Company granted performance-based restricted stock unit awards to executive officers and other members of senior management. The performance-based restricted stock unit awards are subject to vesting based on the achievement of a market-based condition and a service-based condition or a performance-based condition and a service-based condition. At the end of the service periods, which range from approximately one-year to four-years, these performance-based restricted stock units will vest in a percentage of the target number of shares between 0 and 200 percent, depending on the extent the market-based condition or performance-based condition, or both, are achieved.
The aggregate expected stock-based compensation expense remaining to be recognized as of January 31, 2025 was as follows (in millions):
Fiscal Period:
Fiscal 2026$2,602 
Fiscal 20271,717 
Fiscal 20281,083 
Fiscal 2029182 
Total stock-based compensation expense$5,584 
The aggregate expected stock-based compensation expense remaining to be recognized reflects only outstanding stock awards as of January 31, 2025 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
The following number of shares of common stock were reserved and available for future issuance at January 31, 2025 (in millions):
Options outstanding
Restricted stock awards and units and performance-based stock units outstanding26 
Stock available for future grant or issuance:
2013 Equity Incentive Plan73 
2014 Inducement Plan
Amended and Restated 2004 Employee Stock Purchase Plan13 
121 
Preferred Stock
The Company’s board of directors has the authority, without further action by stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series. The Company’s board of directors may designate the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on the Company’s common stock, diluting the voting power of its common stock, impairing the liquidation rights of its common stock, or delaying or preventing a change in control. As of January 31, 2025 and 2024, no shares of preferred stock were outstanding.
Share Repurchase Program
In August 2022, the Board of Directors authorized a program to repurchase up to $10.0 billion of the Company’s common stock (the “Share Repurchase Program”). In February 2023, the Board of Directors authorized an additional $10.0 billion in repurchases under the Share Repurchase Program. In February 2024, the Board of Directors authorized an additional $10.0 billion in repurchases under the Share Repurchase Program for an aggregate total authorization of $30.0 billion. The Share Repurchase Program does not have a fixed expiration date and does not obligate the Company to acquire any specific number of shares. Under the Share Repurchase Program, shares of common stock may be repurchased using a variety of methods, including privately negotiated and or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as part of accelerated share repurchases and other methods. The timing, manner, price and amount of any repurchases are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions. The Company accounts for treasury stock under the cost method.
The Company repurchased the following under its Share Repurchase Program (in millions, except average price per share):
202520242023
SharesAverage price per shareAmountSharesAverage price per shareAmountSharesAverage price per shareAmount
Fiscal year ended January 3130 $260.12 $7,757 36 $210.30 $7,674 28 $144.94 $4,000 
All repurchases were made in open market transactions. As of January 31, 2025, the Company was authorized to purchase a remaining $10.6 billion of its common stock under the Share Repurchase Program.
Dividends
The Company announced the following dividends in the fiscal year ended January 31, 2025 (in millions, except dividend per share):
Record DatePayment DateDividend per ShareAmount
March 14, 2024April 11, 2024$0.40 $388 
July 9, 2024July 25, 2024$0.40 $388 
September 18, 2024October 8, 2024$0.40 $385 
December 18, 2024January 9, 2025$0.40 $388