Veeva Systems (VEEV) 10-K risk factor changes: FY2024 vs FY2023

*Investing in our [removed: Class A] common stock involves a high degree of risk.

You should consider carefully the risks and uncertainties described below and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” together with all of the other information in this report, including our consolidated financial statements and related notes, before investing in our [removed: Class A] common stock.

In that event, the price of our [removed: Class A] common stock could decline and you could lose part or all of your investment.*

- Our plans to migrate our [added: customers to our Vault] CRM applications [removed: from the Salesforce platform to] [added: built on] our own Veeva Vault platform could cause business disruptions for customers, lead to the loss of our customers to competitors, and adversely affect our operating results.

- [removed: We expect] [added: Over the longer term] our [removed: longer-term] revenue growth rates [added: are likely] to [removed: decline in future periods] [added: fluctuate from year to year and may decline,] and, as our costs increase, we may not be able to sustain the same level of profitability we have achieved in the past.

- Unique and uncertain macroeconomic and geopolitical factors, including as a result of worldwide inflationary pressures and [removed: rising] [added: changes in] interest rates, volatility in the financial sector, concerns about a possible domestic or global recession, currency exchange [removed: fluctuations and] [added: fluctuations,] the Russian invasion of [removed: Ukraine] [added: Ukraine, and the Israel-Hamas conflict] may cause instability and volatility in the global financial [removed: markets] [added: markets,] and disruptions within the life sciences industry that may negatively impact our business, our financial results, and our stock price.

Our solutions involve the [removed: storage] [added: storage, transmission,] and [removed: transmission] [added: other processing] of our customers’ proprietary information (including personal or identifying information regarding their employees and the medical professionals whom their sales personnel contact, and sensitive proprietary data related to the clinical trial, regulatory submission and sales and marketing processes for medical treatments), personal information of medical professionals, personal information (which may include personal health information) of patients and clinical trial participants, and other sensitive information.

For example, Veeva Crossix [removed: processes] [added: and Veeva Compass process] third-party health and non-health data for U.S. patients.

Unauthorized access or other security breaches or incidents, as a result of third-party action (e.g., cyber-attacks, or the introduction into our networks or systems of ransomware or other malware), employee or contractor error or malfeasance, product defect, or otherwise, [added: have resulted in and] could [added: in the future] result in the loss of [removed: information,] [added: information or intellectual property,] inappropriate access to or use, [added: disclosure,] unavailability, modification, destruction, or other processing of information, [removed: loss of intellectual property,] service interruption, [removed: service] degradation, [added: disruption, and] outages, service level credits, claims, demands, litigation, regulatory investigations and other proceedings, indemnity obligations, damage to our reputation, and other liability.

It is possible that our risk of cyber-attack and other sources of security breaches and incidents may be elevated as a result of Russia’s invasion of [removed: Ukraine] [added: Ukraine, the Israel-Hamas conflict, or other geopolitical tensions or conflicts,] due to an increase in cyber-attack attempts on us, our customers, our partners, or our technology infrastructure providers.

In new sales cycles within our largest product categories, we generally compete with other cloud-based solutions from providers that make applications geared toward the life [removed: sciences industry.]

The principal such competitor for our [added: Veeva] Commercial [removed: Solutions] [added: Cloud applications] is IQVIA Holdings Inc., which offers a CRM application built on the Salesforce platform, various data products, and other applications that compete with our products.

[removed: Our data and data analytics products, including Veeva OpenData, Veeva Link,] [added: as well as] Veeva Crossix, [removed: and Veeva Compass,] compete with IQVIA, Ipsos Group S.A., Definitive Health Corp., and smaller data and data analytics providers.

IQVIA, Dassault Systèmes, OpenText Corporation, Oracle Corporation, Honeywell International Inc., and other smaller application providers offer applications that compete with certain of our Veeva [removed: R&D][added: Development Cloud applications.]

Our Veeva Commercial Cloud and Veeva [removed: R&D] [added: Development Cloud] applications also compete to replace client server-based legacy solutions offered by companies such as Oracle, Microsoft Corporation, and other smaller application providers.

[removed: We recently] [added: In December 2022, we] announced plans to migrate [added: customers of] our multichannel CRM applications [removed: from] [added: built on] the Salesforce platform to [added: CRM solutions that are built on] our [added: own] Veeva Vault platform, as discussed in more detail below, which could lead to customers choosing competitors that continue to use the Salesforce platform, or other CRM application providers, over us.

For example, as disclosed elsewhere in this report, we are in active litigation with [removed: IQVIA and Medidata.][added: IQVIA.]

If our competitors’ products, services, or technologies become more accepted than our solutions, if they are successful in bringing their products or services to market earlier than we are, if their products or services are more technologically capable than [removed: ours,] [added: ours (including as a result of new] or [added: better use of evolving artificial intelligence (AI) technologies), or] if customers replace our solutions with custom-built software, then our revenues could be adversely affected.

For example, we have limited experience selling [added: certain of] our [removed: Veeva Compass offering for longitudinal patient data,] [added: data] and [added: analytics offerings and certain of] our [removed: MyVeeva for Patients solution] [added: solutions] that [removed: enables] [added: enable] remote patient interactions for clinical trials.

Also, as discussed in more detail below, we [removed: recently announced plans] [added: intend] to migrate our [removed: multichannel] [added: Veeva] CRM [removed: applications from the Salesforce platform] [added: customers] to [removed: our Veeva] Vault [removed: platform.][added: CRM.]

In our fiscal years ended January 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] our top 10 customers accounted for [added: 28%,] 29%, [removed: 31%,] and [removed: 36%] [added: 31%] of our total revenues, respectively.

We rely on our reputation and recommendations from key customers in order to promote our solutions to potential customers, which we call “reference selling.” The loss of any of our key customers, or a failure of one or more of them to renew or expand user subscriptions for some or all our products, could have a significant impact on the growth rate of our revenues, our reputation, and our ability to obtain new [removed: customers.]

Since our customers use our solutions for important aspects of their [removed: business,] [added: businesses,] any errors, defects, disruptions, service degradations, or other performance problems with our solutions, could hurt our reputation and may damage our customers’ businesses.

Our plans to migrate our CRM [removed: applications from the Salesforce platform] [added: customers] to our [added: Vault CRM applications built on our] own Veeva Vault platform could cause business disruptions for customers, lead to the loss of our customers to competitors, and adversely affect our operating results.

We currently depend on the Salesforce platform to deliver our multichannel CRM applications, but [added: in December 2022] we [removed: recently] announced plans to migrate [removed: those applications] [added: our CRM customers] to our [added: Vault CRM solutions, which are built on our] Veeva Vault platform.

We also [removed: recently] announced that we do not intend to renew our agreement with Salesforce, Inc. for use of the Salesforce platform.

The migration of our [added: Veeva] CRM [removed: applications and the migration of existing] customers will require time and expense, which may be significant.

Further, some existing customers may decide not to migrate to [removed: the Veeva] Vault [removed: platform] [added: CRM] and may decide to use a different CRM solution.

[removed: During the migration period, there may be] [added: Any] disruptions in our services or other migration-related problems, whether or not such incidents are our fault, that could subject us to liability or harm our reputation.

If we are unsuccessful migrating our [removed: multichannel] [added: Veeva] CRM [removed: applications] [added: customers] to [removed: the Veeva] Vault [removed: platform,] [added: CRM,] encounter disruptions or other problems in the migration process, or our customers do not migrate to the [removed: Veeva] Vault [removed: platform] [added: CRM] in a timely manner, or at all, our business, operating [removed: results] [added: results,] and brand could be materially and adversely affected.

In addition, our sales cycle can vary substantially from customer to customer because of various factors, including the discretionary nature of potential customers’ purchasing and budget decisions, the [removed: macroeconomic and regulatory environments, the availability of funding in the life sciences industry, the announcement or planned introduction of new solutions by us or our competitors, and the purchasing approval processes of potential customers.]

For example, [removed: since the quarter ended July 31, 2022,] we have [added: recently] experienced increased [removed: project] scrutiny for certain potential projects, [added: particularly for our professional services offerings,] which may continue for the foreseeable future.

In our fiscal year ended January 31, [removed: 2023,] [added: 2024,] customers outside North America accounted for approximately [removed: 42%] [added: 41%] of our total revenues.

- changes in diplomatic relations and trade policy, including the status of relations between the United States and other countries, including [removed: China,] [added: China and] Russia, [removed: or Belarus,] and the implementation of or changes to trade sanctions, tariffs, and embargoes, including if the United States and other countries were to impose more significant general sanctions against Russia [removed: or Belarus] in response to the continuing conflict in Ukraine, which could ban the use of our products by companies or users in [removed: Russia or Belarus;][added: Russia;]

- public health crises, such as epidemics and [removed: pandemics, including COVID-19;] [added: pandemics;] and

- unstable regional and economic political conditions or [removed: war] [added: armed conflicts] in the markets in which we operate, including as a result of the Russian invasion of [removed: Ukraine.][added: Ukraine and the Israel-Hamas conflict.]

We do not currently have locations or employees in [removed: Russia, we have discontinued Belarus operations,] [added: Russia] and our revenues from sales to Russian [removed: and Belarus] entities is limited.

[removed: For example,] [added: However,] certain customers have [removed: recently] reduced their number of [removed: end] users [added: of our products] in Ukraine.

[added: If] customers further curtail or discontinue their operations in [removed: Ukraine,] [added: Ukraine or Russia, or if we are not able to supply or service users in] Russia [added: due to existing] or [removed: Belarus,] [added: new sanctions,] we may lose sales and our results of operations could be negatively impacted.

If the perceived value of our equity awards declines, including as a result of prolonged declines in the market price of our [removed: Class A] common stock or changes in perception about our future prospects, it may adversely affect our ability to recruit and retain highly skilled employees.

- Changing laws and regulations, including increasingly complex data privacy and information security regulations, in the U.S. and internationally, life sciences industry regulations, and trade policies, may impose additional costs for compliance, reduce demand for our solutions, and subject us to significant liabilities.

- We may acquire other companies or technologies, which could divert our management’s attention, result in additional dilution to our stockholders, and otherwise disrupt our operations and adversely affect our operating results.

sciences industry.

Salesforce, Inc. has also announced their intention to offer a life science industry-specific CRM solution, which will compete with our offerings.

Our Veeva Data Cloud products.

customers.

Vault CRM is currently used by early adopters and we intend to make Vault CRM generally available to all customers in April 2024.

Veeva CRM will be supported until September 1, 2030.

Additionally, Vault CRM may encounter difficulties supporting the increased volume of users migrating from Veeva CRM, leading to outages or other performance problems.

macroeconomic and regulatory environments, the availability of funding in the life sciences industry, the announcement or planned introduction of new solutions by us or our competitors, and the purchasing approval processes of potential customers.

We have an office, vendors, and customers in Israel and many of our customers in other regions also have operations in Israel.

Armed conflicts, terrorist activities or political instability involving Israel or other countries in the region may cause business disruptions and adversely impact our results of operations.

Additionally, the European Union recently adopted new sanctions against Russia prohibiting the sale and supply of enterprise software to entities and individuals in Russia.

While we believe this program is beneficial to our business, over the long term we may find it challenging or more costly to maintain employee productivity and collaboration as we continue to grow our business.

security, loss of key employees, and loss of critical data, all of which could have an adverse effect on our future operating results.

For example, in recent years, certain life sciences companies have reduced the number of sales representatives they employ due to an increased preference for digitally-enabled sales channels, which negatively impacted sales of Veeva CRM and certain of our other Commercial Solutions.

If our succession planning for key personnel is inadequate, the loss of one or more of our key employees could harm our business.

Our ability to serve a significant portion of this

A number of life sciences companies have initiated litigation against the federal government challenging the constitutionality of the Inflation Reduction Act’s mandatory pricing scheme.

For example, in recent years, certain life sciences companies have reduced the number of sales representatives they employ due to an increased preference for digitally-enabled sales channels, which negatively impacted sales of our solutions, including Veeva CRM and certain of our other Commercial Solutions.

Furthermore, we have in the past and may in the future be subject to inspections or

Each of the GDPR and UK GDPR impose significant data protection obligations and provide for substantial penalties and other remedies for noncompliance.

We maintain active self-certifications under the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework as set forth by the U.S. Department of Commerce.

In addition, these laws are complex, with the application and interpretation of them, at times, unclear and inconsistent, and may impose significant penalties for non-compliance.

For example, in May 2023, the Irish Data Protection Commission imposed a significant fine on a large internet technology corporation for its failure to sufficiently address risks to EU data subjects when transferring data to the U.S.

For example, in 2021, China adopted the Personal Information Protection Law, which, together with the Cybersecurity Law and the Data Security Law, require companies that process personal data of China residents above certain thresholds to seek approval from the Cyberspace Administration of China (CAC) to transfer such data outside of China.

Certain of our Veeva CRM customers in China were required to request such approval from the CAC and had their requests denied.

As a result, we expect that over the next twelve months, such customers may be required to implement a CRM solution that does not require data to be transferred outside of China.

While we offer a CRM solution, called China SFA, that does not require data to be transferred outside of China, certain of our Veeva CRM customers in China may choose to implement a competitor’s CRM solution and our CRM business in China may be negatively impacted.

Currently, approximately 3% of our total revenue is attributable to China.

U.S. federal and state data privacy laws are rapidly evolving.

The State of Washington, for example, recently passed the My Health My Data Act, which became effective on March

21, 2024, establishing significant new restrictions on how businesses can collect, use, and disclose consumer health data.

Veeva Crossix’s data platform combines large-scale data sets, inclusive of de-identified health and consumer data, to provide insights, analytics, and audience segmentation for our life sciences customers in the U.S. The law may curtail our ability to use data of Washington consumers, which may limit the accuracy of and reduce demand for our Crossix products, which, in turn, could adversely impact the business.

Compliance with these global laws and regulations, including any new or evolving regulations relating to the use of data in AI and machine learning technologies, such as the proposed EU AI Act, has and will continue to require valuable management and employee time and resources and modification of our products or operations, and may also limit use and adoption of our products.

On May 1, 2023, as allowed by the terms of our agreement, Salesforce Inc. terminated certain competition restrictions imposed by the agreement.

Per the terms of the agreement, termination of those non-competition

obligations by Salesforce, Inc. released us from our minimum order commitments in the future.

Under the terms of our current agreement, Salesforce, Inc. is no longer prohibited from promoting third parties' products that are competitive to Veeva CRM, treating another third party as a "preferred" vendor of a CRM solution in the pharma and biotech market, or developing or promoting a product that competes with Veeva CRM.

While we expect our revenue growth rates to accelerate in our fiscal year ending January 31, 2025, as compared to the prior fiscal year, the year-over-year acceleration is in part due to the reduction in our revenues in the fiscal year ended January 31, 2024 from the contracting change discussed above.

- Our status as a PBC may not result in the benefits that we anticipate, requires our directors to balance the interest of stockholders with other interests, and may subject us to legal uncertainty and other risks.

- Until its expiration on October 15, 2023, the dual-class structure of our common stock has the effect of concentrating voting control with certain individuals and their affiliates, which will limit or preclude the ability of our investors to influence corporate matters.

applications.

We currently intend to make our CRM applications available on the Veeva Vault platform in 2024 for early adopters and in 2025 for all customers, but we may not be successful in achieving this timeline.

All existing CRM customers will be required to migrate to the Veeva Vault platform by September 1, 2030.

However, some of our customers, particularly large multinational companies, have users of our products in Russia and the affected areas.

If the conflict continues or worsens and

In light of the worldwide labor market conditions and inflationary pressure, our global compensation increases in connection with our annual compensation review process, which took place in our fiscal quarter ended April 30, 2022, were higher than previous years, which has increased our expenses.

While we believe this program is beneficial to our business, we have limited experience with the program.

otherwise offer growth opportunities.

A significant percentage of our Commercial Solutions subscription

In the quarter ended October 31, 2020, we disclosed that we expected life sciences companies to reduce the number of sales representatives that they employ by roughly 10%.

While the majority of these reductions were completed by the end of our fiscal year ended January 31, 2023, we expect additional reductions to take place through the end of our fiscal year ending January 31, 2024.

Such reductions could negatively impact sales of Veeva CRM and certain of our other Commercial Solutions, but we cannot be certain of the timing or magnitude of such reductions.

We do not maintain key-man insurance for Mr. Gassner or any other member of our senior management team.

In our fiscal year ended January 31, 2023, in response to a competitive talent environment, we made significant awards to our senior management, other than Mr. Gassner, outside of our regular compensation program, but we cannot guarantee those awards will be sufficient to retain all of these individuals.

In addition, in the past several years we have experienced changes to our senior leadership team.

subject to many risks and uncertainties.

Such reductions could negatively impact sales of our solutions, including Veeva CRM and certain of our other Commercial Solutions, but we cannot be certain of the timing or magnitude of such reductions.

Further, decreased advertising budgets in the life sciences industry negatively impacted our Crossix business in the fiscal year ended January 31, 2023, and we may experience similar budget constraints in the foreseeable future.

It is also possible that clinical trial activity may be disrupted or delayed in the regions near Ukraine as clinical trial sites deal with the healthcare impact of the Russian invasion of Ukraine.

Veeva Crossix, for instance, provides analytics derived from de-identified third-party health and consumer data on U.S. residents that life sciences companies use for measurement of their advertising objectives.

For example, in 2021, China adopted the Personal Information Protection Law (PIPL), which, together with the Cybersecurity Law (CSL) and the Data Security Law (DSL), has required and will continue to require significant investment and resources to develop our position and provide compliant solutions for our customers.

Compliance with global laws, regulations, and customer demand relating to privacy, data protection, and cybersecurity has and will continue to require valuable management and employee time and resources, and any actual or perceived failure to comply with these laws and regulations could include severe penalties, reputational harm, and reduce demand for our solutions.

The functional and operational requirements and costs of compliance with such laws and regulations may adversely impact our business.

All of these domestic and international legislative and regulatory initiatives could adversely affect our customers’ ability or desire to collect, use, process, store, and disclose personal information and health data using our solutions, or to license data products from us, which could reduce demand for our solutions.

Through the expiration of the wind-down period, our agreement with Salesforce, Inc. provides that we can use the Salesforce platform as combined with our proprietary Veeva CRM application to sell sales automation solutions only to drug makers in the pharmaceutical and biotechnology industries for human and animal treatments, which does not include the medical device industry or products for non-drug departments of pharmaceutical and biotechnology companies.

Sales of the Salesforce platform in combination with our Veeva CRM application to additional industries would require the review and approval of Salesforce, Inc. Our inability to freely sell our Veeva CRM application using the Salesforce platform outside of drug makers in the pharmaceutical and biotechnology industries may adversely impact our growth.

to third-party intellectual property infringement claims based on our solutions (except to the extent based on the Salesforce platform) or our trademarks and we do not remedy such infringement in accordance with the agreement.

For the period through September 1, 2025, our existing agreement provides that Salesforce, Inc., subject to certain exceptions including pre-existing arrangements, will not position, develop, promote, invest in, or acquire applications directly competitive to the Veeva CRM application for sales automation that directly target drug makers in the pharmaceutical and biotechnology industry or the pharma/biotech industry.

During the same period, the agreement also restricts Salesforce, Inc. from competing with us with respect to sales opportunities for sales automation solutions for the pharmaceutical and biotechnology industry unless such competition has been pre-approved by Salesforce Inc.’s senior management based on certain criteria specified in the agreement, and imposes certain limits on Salesforce, Inc. from entering into new arrangements after March 3, 2014 that are similar to ours with other parties with respect to sales automation applications for the pharmaceutical and biotechnology industry.

However, the agreement does not restrict a Salesforce, Inc. customer’s ability (or the ability of Salesforce, Inc. on behalf of a specific Salesforce, Inc. customer) to customize or configure the Salesforce platform.

Moreover, our remedy for a breach of these commitments by Salesforce, Inc. is limited to early termination of the agreement or continue the agreement but be released from our minimum order commitments from the date of Salesforce, Inc.’s breach forward.

After September 1, 2025, Salesforce, Inc. may develop a product that competes directly or indirectly with us or enter into arrangements similar to ours with competitors.

imposes unanticipated conditions or restrictions on our ability to market our solutions.

We expect our longer-term revenue growth rates will decline.

In our fiscal quarter ended January 31, 2023, our total revenues grew by 16% and our subscription services revenues grew by 16% as compared to the same quarterly period in the prior fiscal year.

Moreover, a contracting change in the master subscription agreement for our multi-year orders, which became effective February 1, 2023, will affect the timing of revenue recognition for such orders.

As a result, our total revenue and subscription services revenue growth rates will be negatively affected in the fiscal year ending January 31, 2024 compared to the prior fiscal year.

revenue for the fiscal year.

Our offerings span cloud software, data, analytics, professional services, and business consulting and are designed to meet the unique needs of our customers and their most strategic business functions—from research and development [removed: to] [added: through] commercialization.

Our solutions are grouped into [removed: two] [added: three] major product categories —Veeva Development [removed: Cloud and] [added: Cloud,] Veeva Commercial [added: Cloud, and Veeva Data] Cloud.

For financial reporting purposes, revenues associated with our Veeva Commercial [removed: Cloud] [added: Cloud, Veeva Data Cloud,] and Veeva Claims solutions are classified as “Commercial Solutions” revenues, and revenues associated with our Veeva Development Cloud, Veeva RegulatoryOne, and Veeva QualityOne solutions are classified as “R&D Solutions” revenues.

[removed: In our] [added: For the] fiscal year ended January 31, 2023, we derived approximately 55% and 45% of our subscription services revenues and 52% and 48% of our total revenues from our Commercial Solutions and R&D Solutions, respectively.

[removed: For the] [added: In our] fiscal year ended January 31, [removed: 2022,] [added: 2024,] we derived approximately [removed: 59%] [added: 52%] and [removed: 41%] [added: 48%] of our subscription services revenues and [removed: 56%] [added: 50%] and [removed: 44%] [added: 50%] of our total revenues from our Commercial Solutions and R&D Solutions, respectively.

For our fiscal years ended January 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] our total revenues were [removed: $2,155] [added: $2,364] million, [removed: $1,851] [added: $2,155] million, and [removed: $1,465] [added: $1,851] million, respectively, representing year-over-year growth in total revenues of [removed: 16%] [added: 10%] in our fiscal year ended January 31, [removed: 2023,] [added: 2024,] and [removed: 26%] [added: 16%] in our fiscal year ended January 31, [removed: 2022.][added: 2023.]

For our fiscal years ended January 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] our subscription services revenues were [removed: $1,733] [added: $1,902] million, [removed: $1,484] [added: $1,733] million, and [removed: $1,179] [added: $1,484] million, respectively, representing year-over-year growth in subscription services revenues of [removed: 17%] [added: 10%] in our fiscal year ended January 31, [removed: 2023,] [added: 2024,] and [removed: 26%] [added: 17%] in our fiscal year ended January 31, [removed: 2022.][added: 2023.]

[removed: We expect] [added: For] the [removed: growth rate] [added: fiscal year ended January 31, 2024, subscription services revenues constituted 80%] of [removed: our] total revenues and [removed: subscription] [added: professional] services [added: and other] revenues [removed: for the fiscal year ending January 31, 2024 to decline compared to the prior fiscal year.][added: constituted 20% of total revenues.]

We generated net income of [removed: $488] [added: $526] million, [removed: $427] [added: $488] million, and [removed: $380] [added: $427] million for our fiscal years ended January 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] respectively.

As of January 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] we served [added: 1,432,] 1,388, [removed: 1,205,] and [removed: 993,] [added: 1,205,] customers, respectively.

As of January 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021,] [added: 2022,] we had [removed: 684, 653] [added: 693, 684] and [removed: 572] [added: 653] Commercial Solutions customers, respectively, and [removed: 1,025, 860,] [added: 1,078, 1025,] and [removed: 664] [added: 860] R&D Solutions customers, respectively.

[removed: For] [added: Professional services and other revenues for] the fiscal year ended January 31, [removed: 2023, subscription services revenues constituted 80% of total revenues and professional services and other revenues constituted 20% of total revenues.][added: 2024 increased $40 million.]

[removed: Conversely, affiliated legal entities that maintain distinct master subscription agreements] may choose to consolidate their orders under a single master subscription agreement, and, in that circumstance, our customer count would decrease.

New subscription orders for our [removed: core] Veeva CRM application generally have a one-year term.

If a customer adds end users or additional Commercial Solutions to an existing order for our [removed: core] Veeva CRM application, such additional orders will generally be coterminous with the anniversary date of the [removed: core] Veeva CRM order, and as a result, orders for additional end users or additional Commercial Solutions will commonly have an initial term of less than one year.

[removed: When] [added: For such non-cancellable orders, when] the amounts we are entitled to invoice in any period pursuant to multi-year orders with escalating fees are less than the revenue recognized, we [removed: will] accrue an unbilled accounts receivable balance (a contract asset) related to such orders.

Since February 1, 2023, our master subscription agreements that govern multi-year orders generally [removed: include] [added: included] a termination for convenience right for our customers.

In the fiscal year [removed: ending] [added: ended] January 31, 2024, the addition of termination for convenience rights in such master subscription agreements [removed: changes] [added: changed] the timing of revenue recognition for [added: such] orders governed by these master subscription agreements and [removed: will result in an adverse impact to] [added: reduced] our revenue for the fiscal year.

Also, particularly with respect to [added: expansion] orders for our Commercial Solutions, because the term of orders for additional end users or applications is commonly less than one [removed: year,] [added: year to align to] the [added: renewal date of existing Commercial Solutions orders, the] annualized value of such orders may not be completely reflected in deferred revenue at any single point in time.

Such changes [removed: typically] [added: may] result in an order of less than one year as necessary to align all orders to the desired renewal date and, thus, may result in a [removed: change] [added: lesser increase] to deferred revenue compared to if the adjustment had not occurred.

[added: Accordingly, we do not believe that changes on a] quarterly basis in deferred revenue, unbilled accounts receivable, [added: calculated billings,] or normalized billings are accurate indicators of future revenues for any given period of time.

We define the term normalized billings for any period to mean [removed: revenue for the period plus the change in deferred revenue from the immediately preceding period minus the change in unbilled accounts receivable (contract asset) from the immediately preceding period,] [added: calculated billings] adjusted for the impact of [added: term] changes in [added: renewal business, such as in] the timing [removed: of customer renewals (such as] [added: (for example,] changing the renewal date of multiple products to be coterminous) or [removed: changes in] billing frequency [removed: (such as] [added: (for example,] changing from annual to quarterly [removed: billings) during the period.][added: billings).]

[removed: Subscription services revenues are affected primarily by the number of customers, the scope of the] subscription purchased by each customer (for example, the number of end users or other subscription usage metric) and the number of solutions subscribed to by each customer.

Our business consulting revenues are affected primarily by our customers’ demands for services related to a particular customer success initiative, strategic analysis, or business process change, and not [removed: a] [added: by] cloud software implementation.

Cost of subscription services revenues for all of our solutions consists of expenses related to our computing infrastructure provided by third parties, including Salesforce, Inc. and Amazon Web Services, personnel related costs associated with hosting our subscription services and providing support, including our data stewards, data acquisition [added: costs] and [removed: third-party contractor] costs [removed: related to the development] of [added: delivering] our data [removed: products,] [added: solutions,] expenses associated with computer equipment and software, and allocated overhead.

We continue to focus our research and development efforts on [added: our platforms, including] adding new features and applications and increasing the functionality and enhancing the ease of use of our cloud-based applications.

Other income, net, consists primarily of interest income, [added: amortization of premiums paid or accretion of discounts on investments, and] transaction gains or losses on foreign currency, net of hedging [removed: costs, and amortization of premiums paid on investments.][added: costs.]

Provision for income taxes consists of [removed: federal and] [added: federal,] state, and local income taxes in the United States and income taxes in certain foreign jurisdictions.

See [note [removed: 8](#if4ce5512b2324fbb8b78d2e676208342_151)] [added: 8](#ic434b8423fd143e0904096859dd23f0c_142)] of the notes to our consolidated financial statements.

| | | | | | | | | | | | | | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Subscription services | | | | | | | | | | | | | | | $ | [removed: 1,733,002] [added: 1,901,593] | | | | | $ | [removed: 1,483,976] [added: 1,733,002] | |

| Professional services and other | | | | | | | | | | | | | | | [removed: 422,058] [added: 462,080] | | | | | | [removed: 366,801] [added: 422,058] | | |

| Total revenues | | | | | | | | | | | | | | | [removed: 2,155,060] [added: 2,363,673] | | | | | | [removed: 1,850,777] [added: 2,155,060] | | |

| Cost of subscription services | | | | | | | | | | | | | | | [removed: 257,635] [added: 290,577] | | | | | | [removed: 224,911] [added: 257,635] | | |

| Cost of professional services and other | | | | | | | | | | | | | | | [removed: 351,770] [added: 386,714] | | | | | | [removed: 278,767] [added: 351,770] | | |

| Total cost of revenues | | | | | | | | | | | | | | | [removed: 609,405] [added: 677,291] | | | | | | [removed: 503,678] [added: 609,405] | | |

| Gross profit | | | | | | | | | | | | | | | [removed: 1,545,655] [added: 1,686,382] | | | | | | [removed: 1,347,099] [added: 1,545,655] | | |

| Research and development | | | | | | | | | | | | | | | [removed: 520,278] [added: 629,031] | | | | | | [removed: 382,035] [added: 520,278] | | |

| Sales and marketing | | | | | | | | | | | | | | | [removed: 348,691] [added: 381,472] | | | | | | [removed: 288,061] [added: 348,691] | | |

| General and administrative | | | | | | | | | | | | | | | [removed: 217,595] [added: 246,545] | | | | | | [removed: 171,507] [added: 217,595] | | |

Veeva Data Cloud is comprised of our data offerings, including Veeva Compass, Veeva Link, and Veeva OpenData.

Conversely, affiliated legal entities that maintain distinct master subscription agreements

In the fiscal year ended January 31, 2024, the addition of termination for convenience rights in such master subscription agreements changed the timing of revenue recognition for orders governed by these master subscription agreements and reduced our unbilled revenue balance from such orders, as well as reduced our revenue for the fiscal year.

We define the term calculated billings for any period to mean revenue for the period plus the change in deferred revenue from the immediately preceding period minus the change in unbilled accounts receivable from the immediately preceding period.

Subscription services revenues are affected primarily by the number of customers, the scope of the

See [n](#ic434b8423fd143e0904096859dd23f0c_1138)[ote](#ic434b8423fd143e0904096859dd23f0c_1138) [1](#ic434b8423fd143e0904096859dd23f0c_1138), in our Notes to Consolidated Financial Statements included in “Part II, Item 8.

Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K for a discussion of recent accounting pronouncements.

| | | | | | | | | | | | | | | | 2024 | | | | | | 2023 | | |

The increase in cost of subscription services was primarily due to an

The increase in employee compensation-related costs is primarily driven by merit increases and continued investment in professional services resources.

We expect operating expenses to increase in the fiscal year ending January 31, 2025, primarily due to employee compensation-related costs.

| | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | |

| | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | |

We expect sales and marketing expenses to increase in the fiscal year ending January 31, 2025, primarily due to employee compensation-related costs and the increase in marketing program costs related to events.

| | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | |

The increase in employee compensation-related costs was primarily driven by the increase in headcount during the period.

| | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | |

| | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | 2023 | | | | | | % Change | | |

| | | | | | | | | | | | | | | | 2024 | | | | | | 2023 | | |

| Stock-based compensation expense | | | | | | | | | | | | | | | 393,733 | | | | | | 351,907 | | |

| Amortization of purchased intangibles | | | | | | | | | | | | | | | 19,459 | | | | | | 19,464 | | |

and data acquisition costs.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| Veeva Systems Inc. \| Form 10-K | | | 35 | | |

Solutions formerly categorized as Veeva Data Cloud (Veeva Compass, Veeva Link, and Veeva OpenData) are now part of the Veeva Commercial Cloud offerings.

Subscription services revenues are expected to continue to increase as a percentage of total revenues in the future.

Our PBC Charter

On February 1, 2021, we became a Delaware public benefit corporation (PBC), and we amended our certificate of incorporation to include the following public benefit purpose: “to provide products and services that are intended to help make the industries we serve more productive, and to create high-quality employment opportunities in the communities in which we operate.” When making decisions, our directors have a fiduciary duty to balance the financial interests of stockholders, the best interests of other stakeholders materially affected by our conduct (including customers, employees, partners, and the communities in which we operate), and the pursuit of our public benefit purpose.

For more information on our status as a PBC and associated risks, see “Risk Factors.”

Accordingly, we do not believe that changes on a

We intend to continue to invest additional resources in our subscription services to enhance our product offerings and increase our delivery capacity.

We may add or expand computing infrastructure capacity in the future, migrate to new computing infrastructure service providers, make additional investments in the availability and security of our solutions, and make continued investments in data sources.

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides accounting relief from the future impact of the cessation of the London Interbank Offered Rate (LIBOR) by, among other things, providing optional expedients to treat contract modifications resulting from such reference rate reform as a continuation of the existing contract and for hedging relationships to not be de-designated as a result of such changes provided certain criteria are met.

The guidance, along with the amendments within ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, that extended the period of time preparers can utilize the reference rate reform relief guidance in Topic 848, became effective on March 12, 2020, and the amendments apply prospectively through December 31, 2024.

We are currently in the process of incorporating fallback language in negotiated contracts and incorporating non-LIBOR reference rate and/or fallback language in new contracts to prepare for these changes.

We do not expect the adoption of these ASUs to have a material impact on our consolidated financial statements.

Business Combinations

In October 2021, the FASB issued ASU No. 2021-08, *Business Combinations* (Topic 805): *Accounting for Contract Assets and Contract Liabilities from Contracts with Customers*, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with Topic 606, *Revenue from Contracts with Customers*, as if the acquirer had originated the contracts.

Under current GAAP, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date.

The new standard is effective for our fiscal year beginning on February 1, 2023.

We do not expect the adoption of ASU 2021-08 to have a material impact on our consolidated financial statements.

The increase in subscription services revenue attributable to R&D Solutions was primarily due to growth in quality and clinical, and the increase in subscription services revenue attributable Commercial Solutions was driven by some of our most established products, such as Veeva CRM and Veeva Vault PromoMats.

The increased demand for professional services and the resulting increase in professional services revenues was weighted heavily towards implementation and deployments of our R&D Solutions.

Demand for our business consulting services also contributed to the growth for the period.

Over time, we expect the proportion of our total revenues from professional services to decrease.

We do not expect the annual inflation adjustment to have a significant impact to revenue for the fiscal year ending January 31, 2024.

In the quarter ended October 31, 2020, we disclosed that we expected life sciences companies to reduce the number of sales representatives that they employ by roughly 10%.

While the majority of these reductions were completed by the end of our fiscal year ended January 31, 2023, we expect additional reductions to take place through the end of our fiscal year ending January 31, 2024.

Such reductions could negatively impact sales of our solutions, including Veeva CRM and certain of our other Commercial Solutions, but we cannot be certain such reductions will happen or of the timing or magnitude of such reductions.

Costs and Expenses

Note that in light of the worldwide labor market conditions and inflationary pressure, our global compensation increases in connection with our annual compensation review process, which took place in our fiscal quarter ended April 30, 2022, were higher than previous years.

These compensation changes increased our employee-related expenses, which impacted all of the cost and expense categories discussed below.

Employee compensation-related costs increased in response to worldwide labor market conditions and inflationary pressure as discussed previously.

We expect cost of professional services and other to increase in absolute dollars in the near term as we add personnel to our global professional services organization.

Gross margin for the fiscal years ended January 31, 2023 and 2022 was 72% and 73%, respectively.

The slight decrease compared to the prior period is due primarily to higher employee compensation-related costs and higher travel costs related to professional services.

We expect gross margin to decrease in the fiscal year ending January 31, 2024 due to the expected negative impact to revenue resulting from the addition of termination for convenience rights in our master subscription agreements, as discussed in “[Components of Results of Operations](#if4ce5512b2324fbb8b78d2e676208342_55)[—](#if4ce5512b2324fbb8b78d2e676208342_55)[Revenues](#if4ce5512b2324fbb8b78d2e676208342_55).”

We expect our operating margin to decrease in the fiscal year ending January 31, 2024 due to the increase in operating expenses and stock-based compensation and the expected negative impact to revenue resulting from the addition of termination for convenience rights in our master subscription agreements, as discussed in “[Comp](#if4ce5512b2324fbb8b78d2e676208342_55)[onents of Results of Operations](#if4ce5512b2324fbb8b78d2e676208342_55)[—](#if4ce5512b2324fbb8b78d2e676208342_55)[Revenues](#if4ce5512b2324fbb8b78d2e676208342_55).”

We expect research and development expenses to increase in the fiscal year ending January 31, 2024, primarily due to higher headcount and continued investment in our product offerings.

There was also an increase of $10 million in marketing program costs as in-person events resumed.

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Euro, Japanese Yen, Canadian Dollar, British Pound Sterling, [removed: Hungarian Forint,] Chinese Yuan, [removed: Israeli Shekel,] and [removed: Brazilian Real,] [added: Hungarian Forint,] and may be adversely affected in the future due to changes in foreign currency exchange rates.

For example, changes in exchange rates negatively affected our revenues as expressed in U.S. dollars for the fiscal year ended January 31, [removed: 2023.][added: 2024.]

Additionally, changes in exchange rates [removed: reduced our expenses as expressed in U.S. dollars] [added: had a largely offsetting impact on operating income] for the fiscal year ended January 31, [removed: 2023, which largely offset the impact to operating income for those periods resulting from changes in exchange rates that reduced revenue as expressed in U.S. dollars.][added: 2024.]

For the fiscal year ended January 31, [removed: 2023,] [added: 2024,] about 83% of our revenues and about 80% of our expenses were denominated in USD, respectively.

We engage in the hedging of our foreign currency transactions as described in [note [removed: 7](#if4ce5512b2324fbb8b78d2e676208342_148)] [added: 7](#ic434b8423fd143e0904096859dd23f0c_139)] of the notes to our consolidated financial statements and may, in the future, hedge selected significant transactions or net monetary exposure positions denominated in currencies other than the U.S. dollar.

Realized [removed: and unrealized] foreign currency [removed: losses,] [added: gains,] primarily resulting from the re-measurement of monetary account balances offset by the foreign currency hedges, were [removed: both] [added: $3 million and unrealized foreign currency losses were] $4 million for the fiscal year ended January 31, [removed: 2023.][added: 2024.]

For the fiscal year ended January 31, [removed: 2022,] [added: 2023,] we had [removed: a] realized foreign currency [removed: loss] [added: gains] of [removed: $2] [added: $4] million and [removed: an] unrealized foreign currency [removed: gain] [added: losses] of [removed: $1] [added: $4] million.

We had cash, cash equivalents and short-term investments totaling [removed: $3.1] [added: $4.0] billion as of January 31, [removed: 2023.][added: 2024.]

This amount was held primarily in demand deposit accounts, money market funds, U.S. treasury securities and agency obligations, corporate notes and bonds, asset-backed securities, commercial paper, [added: and] foreign government [removed: bonds, and agency mortgage-backed securities.][added: bonds.]

Fixed rate securities may have their market value adversely affected due to a rise in interest rates, while floating rate securities may produce less income than expected if [removed: interest rates fall.]

An immediate increase of 100-basis points in interest rates would have resulted in a [removed: $24] [added: $43] million market value reduction in our investment portfolio as of January 31, [removed: 2023.][added: 2024.]

An immediate decrease of 100-basis points in interest rates would have increased the market value by [removed: $24] [added: $43] million as of January 31, [removed: 2023.][added: 2024.]

| 48 | | | Veeva Systems Inc. \| Form 10-K | | |

interest rates fall.

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

Our offerings span cloud software, data, and business consulting and are designed to meet the unique needs of our customers and their most strategic business functions—from research and development (R&D) [removed: to] [added: through] commercialization.

We also bring the benefits of our content and data management solutions to customers in the consumer products [removed: and chemical] industries.

Our industry cloud solutions for the life sciences industry are grouped into [removed: two] [added: three] major product [removed: families—Veeva] [added: categories—Veeva] Development [removed: Cloud and] [added: Cloud,] Veeva Commercial [added: Cloud, and Veeva Data] Cloud—and are designed to address pharmaceutical, biotechnology, and medical devices and diagnostics (MedTech) companies’ most pressing strategic needs in their commercial and R&D operations.

For financial reporting purposes, revenues associated with our Veeva [removed: Development] [added: Commercial] Cloud, Veeva [removed: RegulatoryOne,] [added: Data Cloud,] and Veeva [removed: QualityOne] [added: Claims] solutions are classified as [removed: “R&D] [added: “Commercial] Solutions” revenues, and revenues associated with our Veeva [removed: Commercial Cloud] [added: Development Cloud, Veeva RegulatoryOne,] and Veeva [removed: Claims] [added: QualityOne] solutions are classified as [removed: “Commercial] [added: “R&D] Solutions” revenues.

[removed: Veeva Development Cloud includes application suites for the clinical, regulatory, quality, and safety functions of life sciences companies, all built on our proprietary Veeva Vault platform.] Veeva Vault’s unique ability to handle content and data allows us to build content and data-centric applications to help customers streamline end-to-end business processes and eliminate manual processes and siloed systems.

[removed: The] [added: Our clinical] platform is designed to enable seamless execution and flow of data between clinical trial stakeholders—including patients, research sites, contract research organizations (CROs), and trial sponsors—for faster, more efficient trials that achieve higher data accuracy and increased patient diversity.

- [removed: Veeva] [added: Veeva] Vault RIM is a suite of applications that provides fully integrated regulatory information management capabilities on a single cloud platform.

- [removed: Veeva] [added: Veeva] Vault Safety is a suite of applications that unifies systems and processes to enable proactive patient safety.

Applications include solutions for [added: aggregating and] managing quality content, harmonizing quality processes, and simplifying employee qualification.

Veeva Commercial Cloud is a product [removed: family] [added: category] comprised of software and [removed: data] [added: analytics] solutions built specifically for life sciences companies to more efficiently and effectively commercialize their products.

Veeva Commercial Cloud includes solutions for the sales, [removed: medical affairs,] [added: marketing,] and [removed: marketing] [added: medical affairs] functions of a life sciences company:

In addition, we offer multichannel CRM applications that can enhance and extend our core [removed: Veeva] CRM and Medical CRM products, providing customers with an end-to-end solution across all key channels, including face-to-face, email, and virtual engagement, live and virtual enterprise events, and field [removed: collaboration, all of which support the life sciences industry’s unique commercial business processes and regulatory compliance requirements with highly specialized functionality.][added: collaboration.]

- [removed: Veeva] [added: Veeva] Vault PromoMats is an end-to-end content and digital asset management (DAM) solution through which life sciences companies can collaborate, review, distribute, and update commercial content and manage assets.

- [removed: Veeva] [added: Veeva] OpenData is customer reference data.

- Veeva Link [removed: data] applications are built on a modern data platform that combines intelligent software automation with human curation to [removed: ensure accuracy] [added: provide deep data across a growing number of areas, including key people, publications, conferences,] and [removed: depth.][added: digital engagement.]

- Veeva Compass [removed: includes de-identified,] [added: is a suite of de-identified U.S.] longitudinal [removed: patient] [added: patient, projected prescriber, and national] data [removed: for the U.S.] [added: designed] for a wide range of commercial use cases, including [removed: launch] [added: business] planning, patient [removed: and HCP] [added: finding, patient journey analytics,] segmentation and targeting, [added: forecasting,] and [removed: patient journey analytics.][added: incentive compensation.]

Our Cloud Solutions for the Consumer Products [removed: and Chemical (CP&C)] Industries

Our initial applications for customers outside of life sciences address specific content and data management processes within the [removed: CP&C] [added: consumer products] industries.

[removed: Engagements] [added: Commercial Business Consulting] typically [removed: focus] [added: focuses] on a particular customer success initiative, [removed: strategic analysis,] [added: commercial strategy,] or business process change like [removed: commercial strategy,] digital engagement, commercial content management, field optimization, and commercial insights and analytics.

As of January 31, [removed: 2023,] [added: 2024,] we served [removed: 1,388] [added: 1,432] customers.

Our life sciences customers range from the largest global pharmaceutical and biotechnology companies such as Bayer AG, Boehringer Ingelheim GmbH, Eli Lilly and Company, Gilead Sciences, Inc., Merck Sharp & Dohme Corp., and Novartis Pharma AG, to emerging growth pharmaceutical and biotechnology companies, including Alkermes Inc., Alnylam Pharmaceuticals, Inc., bluebird bio, Inc., [added: and] Idorsia Pharmaceuticals [removed: Ltd, and Moderna Therapeutics Inc.] [added: Ltd.] We also deliver solutions to companies in the [removed: CP&C] [added: consumer products] industries.

As of January 31, [removed: 2023,] [added: 2024,] we had [removed: 6,744] [added: 7,172] employees worldwide, up by [removed: 1,262] [added: 428] from the previous year.

As of January 31, [removed: 2023,] [added: 2024,] 44% of our global employee population self-identified as female and approximately [removed: 39%] [added: 42%] of our U.S. workforce self-identified as members of underrepresented racial or ethnic groups.

Based on customer feedback and needs, we focus our efforts on developing new [removed: solutions] [added: solutions,] functionality, applications, and core technologies and further enhancing the usability, functionality, reliability, performance, and flexibility of existing solutions and applications.

Our products are hosted in data centers located in the United States, the United Kingdom, the European Union, Japan, [removed: and] South [removed: Korea.][added: Korea, Australia, and Brazil.]

For example, for Veeva CRM and certain of our multichannel CRM applications, we currently utilize the hosting infrastructure provided by Salesforce, Inc. For our Veeva Vault [removed: applications] [added: applications, including Vault CRM,] and certain other Veeva Commercial Cloud applications, we utilize Amazon Web Services.

Our technology is [added: generally] based on multitenant architectures that apply common, consistent management practices for all customers using our solutions.

We enable multiple customers to share the same version of our solutions while [added: securely partitioning their respective data.]

[removed: Portions] [added: Veeva CRM and portions] of our multichannel [removed: customer relationship management] [added: CRM] applications currently utilize the Salesforce platform of Salesforce, Inc. Our Veeva Vault [removed: applications] [added: applications, including Vault CRM,] and portions of our other Commercial Cloud applications are built upon our own proprietary platforms.

Certain of our other applications rely on technology platforms provided by [removed: Amazon Web Services.][added: third parties.]

Veeva maintains a [removed: global] [added: data] privacy program aligned to applicable laws such as the European Union’s General Data Protection Regulation [removed: (GDPR),] [added: (EU GDPR),] the [added: United Kingdom’s General Data Protection Regulation (UK GDPR), the] California Consumer Privacy Act (CCPA), and the U.S. Health Insurance Portability and Accountability Act (HIPAA).

We have a Chief Privacy [removed: Officer,] [added: Officer] who collaborates with our Chief Information Security Officer and business and product leaders throughout our organization.

[removed: data and data analytics products, including Veeva OpenData, Veeva Link,] [added: Our] Veeva [removed: Crossix, and] [added: Data Cloud products as well as] Veeva [removed: Compass,] [added: Crossix] compete with IQVIA, Ipsos Group S.A., Definitive Health Corp., and smaller data and data analytics providers.

No single vendor offers products that compete with all of our Veeva [removed: Vault] [added: Development Cloud] applications, but IQVIA, Dassault Systèmes, OpenText Corporation, Oracle Corporation, Honeywell International Inc., and other smaller application providers offer applications that compete with certain of our Veeva [removed: Vault] [added: Development Cloud] applications.

We sell certain of our [removed: Veeva Vault] [added: Development Cloud] applications to companies outside the life sciences industry.

The table below provides a summary of our issued patents and pending patent applications as of January 31, [removed: 2023:][added: 2024:]

| Issued U.S. patents (expiring between May 2027 and January 2039) | | | [removed: 59] [added: 74] | | |

| U.S. and international pending patent applications | | | [removed: 65] [added: 90] | | |

Our patents and patent applications cover technology within our Veeva Development [removed: Cloud and] [added: Cloud,] Veeva Commercial [added: Cloud, and Veeva Data] Cloud product families.

Policing unauthorized use of our technology and intellectual property rights is difficult, and protection of our rights through civil enforcement mechanisms may be expensive and time [removed: consuming.][added: consuming, and may result in the impairment or loss of portions of our intellectual property.]

Veeva Development Cloud includes application suites for the clinical, regulatory, quality, and safety functions of life sciences companies, all built on our proprietary Veeva Vault platform.

All support the life sciences industry’s unique commercial business processes and regulatory compliance requirements with highly specialized functionality.

Veeva CRM and some of its applications are built on a platform provided by Salesforce, Inc. and will be supported until September 1, 2030.

Veeva Vault CRM is our next generation CRM solution that is built on our proprietary Veeva Vault platform and will include the full functionality of Veeva CRM.

Vault CRM is currently used by early adopters and planned for general availability in April 2024.

Veeva Data Cloud is a modern data platform comprised of connected reference data, deep data, and transaction data.

The platform is designed to bring greater efficiency and precision across clinical and commercial operations of a life sciences company:

R&D Business Consulting enables continuous and sustainable innovation across the drug development

value chain, including process efficiency, time-to-market acceleration, and optimized operating model and governance.

We do not require any of our employees anywhere in the world to enter into non-compete agreements.

We also have product specific and industry specific sales teams for certain of our products.

Our program focuses on the implementation of policies, procedures, and agreements to comply with applicable data privacy laws and regulations as well as data privacy requirements of customers and partners; the creation and maintenance of privacy documentation to demonstrate compliance with applicable data privacy laws and regulations, including legal transfer mechanisms; the process by which we obtain personal information through lawful and transparent means; the process by which we process personal information; the process by which we notify customers and data subjects in a timely manner in the event of a data breach, as required by contract or law; and the training of employees and contractors engaged in the processing of personal information.

Salesforce, Inc. has also announced their intention to offer a life sciences industry-specific CRM solution, which will likely compete with our offerings.

Our software offerings include:

Our data offerings include:

This allows Link to generate real-time intelligence across a growing number of areas, including key people, publications, conferences, and digital engagement.

We also have a distinct sales team for our sales efforts to companies in the CP&C industries.

securely partitioning their respective data.

We recently announced that we intend to migrate our applications built on the Salesforce platform to our own Veeva Vault platform.

Security Program

Veeva maintains an information security management system certified to ISO 27001 and managed by our Veeva security team to ensure security controls conform to established standards across both product and infrastructure components.

Our solution undergoes internal vulnerability testing prior to release, and we employ third parties to perform penetration and vulnerability tests on our solutions on at least an annual basis.

We also obtain independent third-party audit opinions related to security and availability annually, such as SOC 2 Type 2 reports and ISO 27001 attestation reports.

We also require role-based security and security awareness training and have defined security incident response processes.

Veeva maintains an active EU-U.S. Privacy Shield certification and a Swiss-U.S. Privacy Shield certification; however, we currently rely on the EU Standard Contractual Clauses as our alternative legal data transfer mechanism.

Veeva is also registered as a data broker as required by the California Attorney General.

In addition, Veeva maintains privacy policies and procedures and role-based privacy awareness training.

Our

For information regarding certain current legal proceedings, see [removed: [note 14](#if4ce5512b2324fbb8b78d2e676208342_178)] [added: [note](#ic434b8423fd143e0904096859dd23f0c_172) [14](#ic434b8423fd143e0904096859dd23f0c_172)] of the notes to our consolidated financial statements, which is incorporated herein by reference.

In addition to the legal proceedings referenced in [note [removed: 14](#if4ce5512b2324fbb8b78d2e676208342_178),] [added: 14](#ic434b8423fd143e0904096859dd23f0c_172),] we are involved in the following additional legal proceedings which may be material to our business.

On February 13, 2023, Veeva and Sparta entered into a confidential settlement agreement [removed: and agreed to dismiss] [added: dismissing] their claims against each other.

On June 9, 2023, IQVIA filed a counter-complaint seeking a declaration that its non-compete agreements comply with California law.

Discovery is proceeding and no trial date has been set.

On January 16, 2024, Veeva and Medidata also entered into a confidential settlement agreement dismissing their claims against each other.

The only defendant now in the case is IQVIA.

On February 26, 2020, IQVIA answered our complaint.

Discovery and requests to the court for rulings on contested questions are proceeding with respect to Veeva’s claims against Medidata and IQVIA and no trial date has been set.

For the fiscal year ended January 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of voting stock held by non-affiliates of the Registrant on the last business day of the Registrant’s most recently completed second fiscal quarter, which was July 31, [removed: 2022,] [added: 2023,] based on the closing price of [removed: $223.58] [added: $204.22] for shares of the Registrant’s Class A common stock as reported by the New York Stock Exchange on July [removed: 29, 2022,] [added: 31, 2023,] the last trading day of the second fiscal quarter, was approximately [removed: $31.3] [added: $29.7] billion.

Shares of Class A common stock [removed: or Class B common stock] held by each executive officer, director, and their affiliated holders have been excluded in that such persons may be deemed to be affiliates.

As of February [removed: 28, 2023,] [added: 29, 2024,] there were [removed: 145,254,851] [added: 161,316,597] shares of the Registrant’s Class A common stock [removed: outstanding and 14,551,598 shares of the Registrant’s Class B common stock] outstanding.

Portions of the Registrant’s Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Form 10-K to the extent stated herein.

The proxy statement will be filed by the Registrant with the Securities and Exchange Commission within 120 days after the end of the Registrant’s fiscal year ended January 31, [removed: 2023.][added: 2024.]

The summary does not include certain Part III information that will be incorporated by reference from the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, which will be filed within 120 days after our fiscal year ended January 31, [removed: 2023.][added: 2024.]

| [Special Note Regarding Forward Looking [removed: Statements](#if4ce5512b2324fbb8b78d2e676208342_10)] [added: Statements](#ic434b8423fd143e0904096859dd23f0c_10)] | | | | | | [removed: [1](#if4ce5512b2324fbb8b78d2e676208342_10)] [added: [1](#ic434b8423fd143e0904096859dd23f0c_10)] | | |

| [Item [removed: 1.](#if4ce5512b2324fbb8b78d2e676208342_16)] [added: 1.](#ic434b8423fd143e0904096859dd23f0c_16)] | | | [removed: [Business](#if4ce5512b2324fbb8b78d2e676208342_16)] [added: [Business](#ic434b8423fd143e0904096859dd23f0c_16)] | | | [removed: [2](#if4ce5512b2324fbb8b78d2e676208342_16)] [added: [2](#ic434b8423fd143e0904096859dd23f0c_16)] | | |

| [Item [removed: 1A.](#if4ce5512b2324fbb8b78d2e676208342_19)] [added: 1A.](#ic434b8423fd143e0904096859dd23f0c_19)] | | | [Risk [removed: Factors](#if4ce5512b2324fbb8b78d2e676208342_19)] [added: Factors](#ic434b8423fd143e0904096859dd23f0c_19)] | | | [removed: [8](#if4ce5512b2324fbb8b78d2e676208342_19)] [added: [8](#ic434b8423fd143e0904096859dd23f0c_19)] | | |

| [Item [removed: 1B.](#if4ce5512b2324fbb8b78d2e676208342_22)] [added: 1B.](#ic434b8423fd143e0904096859dd23f0c_22)] | | | [Unresolved Staff [removed: Comments](#if4ce5512b2324fbb8b78d2e676208342_22)] [added: Comments](#ic434b8423fd143e0904096859dd23f0c_22)] | | | [removed: [32](#if4ce5512b2324fbb8b78d2e676208342_22)] [added: [32](#ic434b8423fd143e0904096859dd23f0c_22)] | | |

| [Item [removed: 2.](#if4ce5512b2324fbb8b78d2e676208342_25)] [added: 2.](#ic434b8423fd143e0904096859dd23f0c_25)] | | | [removed: [Properties](#if4ce5512b2324fbb8b78d2e676208342_25)] [added: [Properties](#ic434b8423fd143e0904096859dd23f0c_25)] | | | [removed: [33](#if4ce5512b2324fbb8b78d2e676208342_25)] [added: [34](#ic434b8423fd143e0904096859dd23f0c_25)] | | |

| [Item [removed: 3.](#if4ce5512b2324fbb8b78d2e676208342_28)] [added: 3.](#ic434b8423fd143e0904096859dd23f0c_28)] | | | [Legal [removed: Proceedings](#if4ce5512b2324fbb8b78d2e676208342_28)] [added: Proceedings](#ic434b8423fd143e0904096859dd23f0c_28)] | | | [removed: [33](#if4ce5512b2324fbb8b78d2e676208342_28)] [added: [34](#ic434b8423fd143e0904096859dd23f0c_28)] | | |

| [Item [removed: 4.](#if4ce5512b2324fbb8b78d2e676208342_31)] [added: 4.](#ic434b8423fd143e0904096859dd23f0c_31)] | | | [Mine Safety [removed: Disclosures](#if4ce5512b2324fbb8b78d2e676208342_31)] [added: Disclosures](#ic434b8423fd143e0904096859dd23f0c_31)] | | | [removed: [33](#if4ce5512b2324fbb8b78d2e676208342_31)] [added: [34](#ic434b8423fd143e0904096859dd23f0c_31)] | | |

| [Item [removed: 5.](#if4ce5512b2324fbb8b78d2e676208342_34)] [added: 5.](#ic434b8423fd143e0904096859dd23f0c_34)] | | | [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#if4ce5512b2324fbb8b78d2e676208342_34)] [added: Securities](#ic434b8423fd143e0904096859dd23f0c_34)] | | | [removed: [33](#if4ce5512b2324fbb8b78d2e676208342_34)] [added: [34](#ic434b8423fd143e0904096859dd23f0c_34)] | | |

| [Item [removed: 6.](#if4ce5512b2324fbb8b78d2e676208342_37)] [added: 6.](#ic434b8423fd143e0904096859dd23f0c_37)] | | | [removed: [\[Reserved\]](#if4ce5512b2324fbb8b78d2e676208342_37)] [added: [\[Reserved\]](#ic434b8423fd143e0904096859dd23f0c_37)] | | | [removed: [35](#if4ce5512b2324fbb8b78d2e676208342_37)] [added: [36](#ic434b8423fd143e0904096859dd23f0c_37)] | | |

| [Item [removed: 7.](#if4ce5512b2324fbb8b78d2e676208342_40)] [added: 7.](#ic434b8423fd143e0904096859dd23f0c_40)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#if4ce5512b2324fbb8b78d2e676208342_40)] [added: Operations](#ic434b8423fd143e0904096859dd23f0c_40)] | | | [removed: [35](#if4ce5512b2324fbb8b78d2e676208342_40)] [added: [36](#ic434b8423fd143e0904096859dd23f0c_40)] | | |

| | | | [Components of Results of [removed: Operations](#if4ce5512b2324fbb8b78d2e676208342_55)] [added: Operations](#ic434b8423fd143e0904096859dd23f0c_49)] | | | [removed: [37](#if4ce5512b2324fbb8b78d2e676208342_55)] [added: [37](#ic434b8423fd143e0904096859dd23f0c_49)] | | |

| | | | [Results of [removed: Operations](#if4ce5512b2324fbb8b78d2e676208342_58)] [added: Operations](#ic434b8423fd143e0904096859dd23f0c_52)] | | | [removed: [40](#if4ce5512b2324fbb8b78d2e676208342_58)] [added: [40](#ic434b8423fd143e0904096859dd23f0c_52)] | | |

| | | | [Operating Expenses and Operating [removed: Margin](#if4ce5512b2324fbb8b78d2e676208342_61)] [added: Margin](#ic434b8423fd143e0904096859dd23f0c_55)] | | | [removed: [42](#if4ce5512b2324fbb8b78d2e676208342_61)] [added: [42](#ic434b8423fd143e0904096859dd23f0c_55)] | | |

| | | | [Non-GAAP Financial [removed: Measures](#if4ce5512b2324fbb8b78d2e676208342_64)] [added: Measures](#ic434b8423fd143e0904096859dd23f0c_58)] | | | [removed: [44](#if4ce5512b2324fbb8b78d2e676208342_64)] [added: [43](#ic434b8423fd143e0904096859dd23f0c_58)] | | |

| | | | [Liquidity and Capital [removed: Resources](#if4ce5512b2324fbb8b78d2e676208342_67)] [added: Resources](#ic434b8423fd143e0904096859dd23f0c_61)] | | | [removed: [46](#if4ce5512b2324fbb8b78d2e676208342_67)] [added: [46](#ic434b8423fd143e0904096859dd23f0c_61)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#if4ce5512b2324fbb8b78d2e676208342_70)] [added: Estimates](#ic434b8423fd143e0904096859dd23f0c_64)] | | | [removed: [48](#if4ce5512b2324fbb8b78d2e676208342_70)] [added: [47](#ic434b8423fd143e0904096859dd23f0c_64)] | | |

| [Item [removed: 7A.](#if4ce5512b2324fbb8b78d2e676208342_76)] [added: 7A.](#ic434b8423fd143e0904096859dd23f0c_70)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#if4ce5512b2324fbb8b78d2e676208342_76)] [added: Risk](#ic434b8423fd143e0904096859dd23f0c_70)] | | | [removed: [49](#if4ce5512b2324fbb8b78d2e676208342_76)] [added: [48](#ic434b8423fd143e0904096859dd23f0c_70)] | | |

| [Item [removed: 8.](#if4ce5512b2324fbb8b78d2e676208342_79)] [added: 8.](#ic434b8423fd143e0904096859dd23f0c_73)] | | | [Consolidated Financial Statements and Supplementary [removed: Data](#if4ce5512b2324fbb8b78d2e676208342_79)] [added: Data](#ic434b8423fd143e0904096859dd23f0c_73)] | | | [removed: [50](#if4ce5512b2324fbb8b78d2e676208342_79)] [added: [50](#ic434b8423fd143e0904096859dd23f0c_73)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#if4ce5512b2324fbb8b78d2e676208342_85)] [added: Firm](#ic434b8423fd143e0904096859dd23f0c_79)] | | | [removed: [51](#if4ce5512b2324fbb8b78d2e676208342_85)] [added: [51](#ic434b8423fd143e0904096859dd23f0c_79)] | | |

| | | | [Consolidated Balance [removed: Sheets](#if4ce5512b2324fbb8b78d2e676208342_88)] [added: Sheets](#ic434b8423fd143e0904096859dd23f0c_82)] | | | [removed: [53](#if4ce5512b2324fbb8b78d2e676208342_88)] [added: [53](#ic434b8423fd143e0904096859dd23f0c_82)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#if4ce5512b2324fbb8b78d2e676208342_91)] [added: Income](#ic434b8423fd143e0904096859dd23f0c_85)] | | | [removed: [54](#if4ce5512b2324fbb8b78d2e676208342_91)] [added: [54](#ic434b8423fd143e0904096859dd23f0c_85)] | | |

| | | | [Consolidated Statements of Stockholders’ [removed: Equity](#if4ce5512b2324fbb8b78d2e676208342_94)] [added: Equity](#ic434b8423fd143e0904096859dd23f0c_88)] | | | [removed: [55](#if4ce5512b2324fbb8b78d2e676208342_94)] [added: [55](#ic434b8423fd143e0904096859dd23f0c_88)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#if4ce5512b2324fbb8b78d2e676208342_97)] [added: Flows](#ic434b8423fd143e0904096859dd23f0c_91)] | | | [removed: [56](#if4ce5512b2324fbb8b78d2e676208342_97)] [added: [56](#ic434b8423fd143e0904096859dd23f0c_91)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#if4ce5512b2324fbb8b78d2e676208342_100)] [added: Statements](#ic434b8423fd143e0904096859dd23f0c_94)] | | | [removed: [57](#if4ce5512b2324fbb8b78d2e676208342_100)] [added: [57](#ic434b8423fd143e0904096859dd23f0c_94)] | | |

| | | | [Note 1. Summary of Business and Significant Accounting [removed: Policies](#if4ce5512b2324fbb8b78d2e676208342_103)] [added: Policies](#ic434b8423fd143e0904096859dd23f0c_97)] | | | [removed: [57](#if4ce5512b2324fbb8b78d2e676208342_103)] [added: [57](#ic434b8423fd143e0904096859dd23f0c_97)] | | |

| | | | [removed: [Note](#if4ce5512b2324fbb8b78d2e676208342_121) [2](#if4ce5512b2324fbb8b78d2e676208342_121)[.] [added: [Note 2.] Short-Term [removed: Investments](#if4ce5512b2324fbb8b78d2e676208342_121)] [added: Investments](#ic434b8423fd143e0904096859dd23f0c_112)] | | | [removed: [62](#if4ce5512b2324fbb8b78d2e676208342_121)] [added: [63](#ic434b8423fd143e0904096859dd23f0c_112)] | | |

| | | | [removed: [Note](#if4ce5512b2324fbb8b78d2e676208342_127) [3](#if4ce5512b2324fbb8b78d2e676208342_127)[.] [added: [Note 3.] Deferred [removed: Costs](#if4ce5512b2324fbb8b78d2e676208342_127)] [added: Costs](#ic434b8423fd143e0904096859dd23f0c_118)] | | | [removed: [63](#if4ce5512b2324fbb8b78d2e676208342_127)] [added: [64](#ic434b8423fd143e0904096859dd23f0c_118)] | | |

| | | | [removed: [Note](#if4ce5512b2324fbb8b78d2e676208342_130) [4](#if4ce5512b2324fbb8b78d2e676208342_130)[.] [added: [Note 4.] Property and Equipment, [removed: Net](#if4ce5512b2324fbb8b78d2e676208342_130)] [added: Net](#ic434b8423fd143e0904096859dd23f0c_121)] | | | [removed: [64](#if4ce5512b2324fbb8b78d2e676208342_130)] [added: [65](#ic434b8423fd143e0904096859dd23f0c_121)] | | |

| | | | [removed: [Note](#if4ce5512b2324fbb8b78d2e676208342_136) [5](#if4ce5512b2324fbb8b78d2e676208342_136)[.] [added: [Note 5.] Goodwill and Intangible [removed: Assets](#if4ce5512b2324fbb8b78d2e676208342_136)] [added: Assets](#ic434b8423fd143e0904096859dd23f0c_127)] | | | [removed: [64](#if4ce5512b2324fbb8b78d2e676208342_136)] [added: [65](#ic434b8423fd143e0904096859dd23f0c_127)] | | |

| | | | [removed: [Note](#if4ce5512b2324fbb8b78d2e676208342_145) [6](#if4ce5512b2324fbb8b78d2e676208342_145)[.] [added: [Note 6.] Accrued [removed: Expenses](#if4ce5512b2324fbb8b78d2e676208342_145)] [added: Expenses](#ic434b8423fd143e0904096859dd23f0c_136)] | | | [removed: [65](#if4ce5512b2324fbb8b78d2e676208342_145)] [added: [66](#ic434b8423fd143e0904096859dd23f0c_136)] | | |

| | | | [removed: [Note](#if4ce5512b2324fbb8b78d2e676208342_148) [7](#if4ce5512b2324fbb8b78d2e676208342_148)[.] [added: [Note 7.] Fair Value [removed: Measurements](#if4ce5512b2324fbb8b78d2e676208342_148)] [added: Measurements](#ic434b8423fd143e0904096859dd23f0c_139)] | | | [removed: [65](#if4ce5512b2324fbb8b78d2e676208342_148)] [added: [66](#ic434b8423fd143e0904096859dd23f0c_139)] | | |

| | | | [removed: [Note](#if4ce5512b2324fbb8b78d2e676208342_151) [8](#if4ce5512b2324fbb8b78d2e676208342_151)[.] [added: [Note 8.] Income [removed: Taxes](#if4ce5512b2324fbb8b78d2e676208342_151)] [added: Taxes](#ic434b8423fd143e0904096859dd23f0c_142)] | | | [removed: [67](#if4ce5512b2324fbb8b78d2e676208342_151)] [added: [68](#ic434b8423fd143e0904096859dd23f0c_142)] | | |

We refer to our Class A common stock as our “common stock.”

| [PART I](#ic434b8423fd143e0904096859dd23f0c_13) | | | | | | | | |

| I[tem 1C.](#ic434b8423fd143e0904096859dd23f0c_3298534884457) | | | [Cyber](#ic434b8423fd143e0904096859dd23f0c_3298534884457)[security](#ic434b8423fd143e0904096859dd23f0c_3298534884457) | | | [32](#ic434b8423fd143e0904096859dd23f0c_22) | | |

| [PART II](#ic434b8423fd143e0904096859dd23f0c_34) | | | | | | | | |

| | | | [Overview](#ic434b8423fd143e0904096859dd23f0c_43) | | | [37](#ic434b8423fd143e0904096859dd23f0c_43) | | |

| | | | [Note 10. Leases](#ic434b8423fd143e0904096859dd23f0c_154) | | | [71](#ic434b8423fd143e0904096859dd23f0c_154) | | |

| | | | [Note 11. Stockholders’ Equity](#ic434b8423fd143e0904096859dd23f0c_160) | | | [71](#ic434b8423fd143e0904096859dd23f0c_160) | | |

| | | | [Note 12. Other Income](#ic434b8423fd143e0904096859dd23f0c_166) | | | [74](#ic434b8423fd143e0904096859dd23f0c_166) | | |

| | | | [Note 15. Revenues by Product](#ic434b8423fd143e0904096859dd23f0c_175) | | | [78](#ic434b8423fd143e0904096859dd23f0c_175) | | |

| | | | [Note 17. 401(k) Plan](#ic434b8423fd143e0904096859dd23f0c_181) | | | [78](#ic434b8423fd143e0904096859dd23f0c_181) | | |

| [PART III](#ic434b8423fd143e0904096859dd23f0c_196) | | | | | | | | |

| [PART IV](#ic434b8423fd143e0904096859dd23f0c_211) | | | | | | | | |

| [Exhibit Index](#ic434b8423fd143e0904096859dd23f0c_217) | | | | | | [81](#ic434b8423fd143e0904096859dd23f0c_217) | | |

| [Signatures](#ic434b8423fd143e0904096859dd23f0c_220) | | | | | | [84](#ic434b8423fd143e0904096859dd23f0c_220) | | |

| [PART I](#if4ce5512b2324fbb8b78d2e676208342_13) | | | | | | | | |

| [PART II](#if4ce5512b2324fbb8b78d2e676208342_34) | | | | | | | | |

| | | | [Overview](#if4ce5512b2324fbb8b78d2e676208342_43) | | | [36](#if4ce5512b2324fbb8b78d2e676208342_43) | | |

| | | | [Recent Development](#if4ce5512b2324fbb8b78d2e676208342_46) | | | [36](#if4ce5512b2324fbb8b78d2e676208342_46) | | |

| | | | [Note 1](#if4ce5512b2324fbb8b78d2e676208342_160)[0](#if4ce5512b2324fbb8b78d2e676208342_160)[. Leases](#if4ce5512b2324fbb8b78d2e676208342_160) | | | [69](#if4ce5512b2324fbb8b78d2e676208342_160) | | |

| | | | [Note 1](#if4ce5512b2324fbb8b78d2e676208342_166)[1](#if4ce5512b2324fbb8b78d2e676208342_166)[. Stockholders’ Equity](#if4ce5512b2324fbb8b78d2e676208342_166) | | | [70](#if4ce5512b2324fbb8b78d2e676208342_166) | | |

| | | | [Note 1](#if4ce5512b2324fbb8b78d2e676208342_172)[2](#if4ce5512b2324fbb8b78d2e676208342_172)[. Other Income](#if4ce5512b2324fbb8b78d2e676208342_172) | | | [74](#if4ce5512b2324fbb8b78d2e676208342_172) | | |

| | | | [Note 1](#if4ce5512b2324fbb8b78d2e676208342_181)[5](#if4ce5512b2324fbb8b78d2e676208342_181)[. Revenues by Product](#if4ce5512b2324fbb8b78d2e676208342_181) | | | [78](#if4ce5512b2324fbb8b78d2e676208342_181) | | |

| | | | [Note 1](#if4ce5512b2324fbb8b78d2e676208342_187)[7](#if4ce5512b2324fbb8b78d2e676208342_187)[. 401(k) Plan](#if4ce5512b2324fbb8b78d2e676208342_187) | | | [78](#if4ce5512b2324fbb8b78d2e676208342_187) | | |

| [PART III](#if4ce5512b2324fbb8b78d2e676208342_202) | | | | | | | | |

| [PART IV](#if4ce5512b2324fbb8b78d2e676208342_217) | | | | | | | | |

| [Exhibit Index](#if4ce5512b2324fbb8b78d2e676208342_223) | | | | | | [81](#if4ce5512b2324fbb8b78d2e676208342_223) | | |

| [Signatures](#if4ce5512b2324fbb8b78d2e676208342_226) | | | | | | [84](#if4ce5512b2324fbb8b78d2e676208342_226) | | |

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| 32 | | | Veeva Systems Inc. \| Form 10-K | | |

We recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.

Governance

Our Board of Directors formed a Cybersecurity Committee to exercise oversight over our cybersecurity and privacy programs and controls for our products and our internal-use information technology.

The Cybersecurity Committee is chaired by a director with cybersecurity expertise and board and executive experience at large technology companies.

The Cybersecurity Committee receives reports from management on a regular basis on a range of topics, including the current cybersecurity landscape and emerging threats, the status of ongoing cybersecurity initiatives, incident reports from cybersecurity events, and compliance with regulatory requirements and industry standards.

Our day-to-day cybersecurity and technology risk management efforts, including oversight of our information security management system, are led by our EVP of Internal Operations, a member of our executive leadership team with over three decades of experience in the field, whose cybersecurity experience includes serving as our Chief Information Officer and in executive roles at other companies leading security, operations, audit, and compliance teams.

Our Chief Information Security Officer (CISO), who has over two decades of experience in cybersecurity, reports to the EVP of Internal Operations and oversees our security team.

Our CISO’s cybersecurity experience includes serving as an enterprise architect and network security architect at a Fortune 25 public retail company.

Cybersecurity risk management is integrated into our broader risk management framework.

We have a security points of contact program, which embeds security experts into product development teams.

In addition, a security council, chaired by our CISO, meets monthly to discuss the security program, security incidents, and ongoing program objectives.

The council is comprised of senior leaders in product development, operations, security, quality, and services, and helps ensure that security remains a top priority across the enterprise.

Risks Management and Strategy

Information Security Management System

We maintain a comprehensive Information Security Management System (ISMS) that is designed to ensure the confidentiality, integrity, and availability of customer data, corporate data (such as intellectual property or source code), employee data, and our systems.

Our ISMS is founded on the following industry-leading and regulatory standards:

- ISO 9001:2015 – Quality Management Systems

- ISO/IEC 27001:2013 – Information Security Management

- SOC2 Type II – System and Organization Controls

- SEI Capability Maturity Model Integration (v1.3)

- IT Infrastructure Library (ITIL) version 3

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| 32 | | | Veeva Systems Inc. \| Form 10-K | | |

- ICH Q9 – Quality Risk Management

We have achieved ISO 27001 certification for our ISMS, which is managed by our CISO.

As a data processor, we are the custodian of customer information that can be both confidential and sensitive.

We are also certified to ISO 27018 for privacy controls.

Critical elements of our ISMS include:

- Operational measures to monitor and respond to data breaches and cyber attacks.

We have application, database, network, and resource monitoring in place that are designated to identify vulnerabilities and protect our applications.

Our personnel are trained to promptly report any security incident and any such incident is addressed by our Security Incident Management Policy, which includes a formal incident response process.

We also provide a trust site that displays upcoming maintenance downtimes, data center incidents, and relevant security communications.

- Vulnerability and penetration testing.

Our solutions undergo internal vulnerability testing prior to release.

We have built our own internal penetration testing systems and we conduct vulnerability assessments on our software using automated and manual methods, at least annually.

In addition, we commission annual vulnerability and penetration testing of our systems by industry-recognized, third-party security specialists.

- Training.

We require role-based security and security awareness training.

All employees receive annual training on our Code of Conduct and our Acceptable Use Policy, which establishes our commitment to protecting the confidential and proprietary information of our customers and partners.

We expect to expand our facilities capacity in certain field locations during our fiscal year ending January 31, [removed: 2024] [added: 2025] and may further expand our facilities capacity after January 31, [removed: 2024] [added: 2025] as our employee base grows.

See [note [removed: 10](#if4ce5512b2324fbb8b78d2e676208342_160)] [added: 10](#ic434b8423fd143e0904096859dd23f0c_154)] of the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for more information about our lease commitments.

Market Price of [removed: Class A] Common Stock

Our [removed: Class A] common stock is listed on the New York Stock Exchange under the symbol “VEEV.”

| Veeva Systems Inc. \| Form 10-K | | | [removed: 33] [added: 35] | | |

As of January 31, [removed: 2023,] [added: 2024,] we had [removed: 11 holders of record of our Class A common stock and 31] [added: 21] holders of record of our [removed: Class B] common stock.

The actual number of holders of [removed: Class A] common stock is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

The chart assumes $100 was invested at the close of market on January 31, [removed: 2018] [added: 2019] in the [removed: Class A] common stock of Veeva Systems Inc., the S&P 500 Index, and the S&P 1500 Application Software Index and assumes the reinvestment of any dividends.

[removed: ][added: ]

| | | | [added: | | |] January 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| | | | [removed: 2018] | | | | | | 2019 | | | | | | 2020 | | | | | | 2021 | | | | | | 2022 | | | | | | 2023 | | | [added: | | | 2024 | | |]

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Veeva Systems Inc. | | | | | | | | | 100.00 | | | | | | 134.43 | | | | | | 253.48 | | | | | | 216.89 | | | | | | 156.38 | | | | | | 190.18 | | |

| S&P 500 | | | | | | | | | 100.00 | | | | | | 121.68 | | | | | | 142.67 | | | | | | 175.90 | | | | | | 161.45 | | | | | | 195.06 | | |

| S&P 1500 Application Software Index | | | | | | | | | 100.00 | | | | | | 133.60 | | | | | | 176.27 | | | | | | 195.48 | | | | | | 158.36 | | | | | | 238.99 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Veeva Systems Inc. | | | 100.00 | | | | | | 173.50 | | | | | | 233.23 | | | | | | 439.77 | | | | | | 376.30 | | | | | | 271.32 | | |

| S&P 500 | | | 100.00 | | | | | | 97.69 | | | | | | 118.87 | | | | | | 139.37 | | | | | | 171.83 | | | | | | 157.71 | | |

| S&P 1500 Application Software Index | | | 100.00 | | | | | | 120.67 | | | | | | 161.22 | | | | | | 212.71 | | | | | | 235.90 | | | | | | 191.10 | | |

| [Report of Independent Registered Public Accounting Firm (KPMG LLP, [removed: Santa Clara, CA,] [added: San](#ic434b8423fd143e0904096859dd23f0c_79) [Fra](#ic434b8423fd143e0904096859dd23f0c_79)[ncisco,](#ic434b8423fd143e0904096859dd23f0c_79) [CA,] Auditor Firm [removed: ID](#if4ce5512b2324fbb8b78d2e676208342_85)[:](#if4ce5512b2324fbb8b78d2e676208342_85) 185[)](#if4ce5512b2324fbb8b78d2e676208342_85)] [added: ID](#ic434b8423fd143e0904096859dd23f0c_79)[:](#ic434b8423fd143e0904096859dd23f0c_79) 185[)](#ic434b8423fd143e0904096859dd23f0c_79)] | | | [removed: [51](#if4ce5512b2324fbb8b78d2e676208342_85)] [added: [51](#ic434b8423fd143e0904096859dd23f0c_79)] | | |

| [Consolidated Balance [removed: Sheets](#if4ce5512b2324fbb8b78d2e676208342_88)] [added: Sheets](#ic434b8423fd143e0904096859dd23f0c_82)] | | | [removed: [53](#if4ce5512b2324fbb8b78d2e676208342_88)] [added: [53](#ic434b8423fd143e0904096859dd23f0c_82)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#if4ce5512b2324fbb8b78d2e676208342_91)] [added: Income](#ic434b8423fd143e0904096859dd23f0c_85)] | | | [removed: [54](#if4ce5512b2324fbb8b78d2e676208342_91)] [added: [54](#ic434b8423fd143e0904096859dd23f0c_85)] | | |

| [Consolidated Statements of Stockholders' [removed: Equity](#if4ce5512b2324fbb8b78d2e676208342_94)] [added: Equity](#ic434b8423fd143e0904096859dd23f0c_88)] | | | [removed: [55](#if4ce5512b2324fbb8b78d2e676208342_94)] [added: [55](#ic434b8423fd143e0904096859dd23f0c_88)] | | |

| [Consolidated Statements of Cash [removed: Flows](#if4ce5512b2324fbb8b78d2e676208342_97)] [added: Flows](#ic434b8423fd143e0904096859dd23f0c_91)] | | | [removed: [56](#if4ce5512b2324fbb8b78d2e676208342_97)] [added: [56](#ic434b8423fd143e0904096859dd23f0c_91)] | | |

| [Notes to Consolidated Financial [removed: Statements](#if4ce5512b2324fbb8b78d2e676208342_103)] [added: Statements](#ic434b8423fd143e0904096859dd23f0c_97)] | | | [removed: [57](#if4ce5512b2324fbb8b78d2e676208342_100)] [added: [57](#ic434b8423fd143e0904096859dd23f0c_94)] | | |

We have audited the accompanying consolidated balance sheets of Veeva Systems Inc. and subsidiaries (the Company) as of January 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended January 31, [removed: 2023,] [added: 2024,] and the related notes (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of January 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: *Internal] [added: Internal] Control [removed: -] [added: –] Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the years in the three-year period ended January 31, [removed: 2023,] [added: 2024,] in conformity with U.S. generally accepted accounting principles.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, [removed: 2023] [added: 2024] based on criteria established in [removed: *Internal] [added: Internal] Control [removed: -] [added: –] Integrated Framework [removed: (2013)*] [added: (2013)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's [added: Annual] Report on Internal Control Over Financial Reporting.

Our [removed: audits] [added: audit] of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our [removed: audits] [added: audit] also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

As discussed in Note 1 to the consolidated financial statements, the Company recorded [removed: $2,155] [added: $2.363] million of total revenues for the year ended January 31, [removed: 2023,] [added: 2024,] of which [removed: $1,733] [added: $1.901] million was subscription services related, and [removed: $422] [added: $462] million was professional services related.

We identified the evaluation of the sufficiency of [added: the] audit evidence over revenue as a critical audit matter.

Evaluating the nature and extent of audit evidence obtained over revenue for each service offering required subjective auditor [removed: judgment] [added: judgement] because of the multiple service offerings and the number of information technology (IT) applications involved in the revenue recognition processes.

We applied auditor [removed: judgment] [added: judgement] to determine the nature and extent of procedures to be performed over revenue, including the determination of the revenue for service offerings.

We involved IT professionals with specialized skills and knowledge, who assisted in [added: the] testing certain IT applications that are used by the Company in its revenue recognition process.

| | | | January 31, [removed: 2023] [added: 2024] | | | | | | January 31, [removed: 2022] [added: 2023] | | |

| Cash and cash equivalents | | | [added: | | | | | | | | | | | |] $ | [added: 703,487 | | | | | $ |] 886,465 | | | | | $ | 1,138,040 | |

| Short-term investments | | | [removed: 2,216,163] [added: 3,324,269] | | | | | | [removed: 1,238,064] [added: 2,216,163] | | |

| Accounts receivable, net of allowance for doubtful accounts of [removed: $469] [added: $520] and [removed: $473,] [added: $469,] respectively | | | [removed: 703,055] [added: 852,172] | | | | | | [removed: 631,134] [added: 703,055] | | |

| Unbilled accounts receivable | | | [removed: 82,174] [added: 36,365] | | | | | | [removed: 63,266] [added: 82,174] | | |

| Prepaid expenses and other current assets | | | [removed: 81,456] [added: 86,918] | | | | | | [removed: 36,679] [added: 81,456] | | |

| Total current assets | | | [removed: 3,969,313] [added: 5,003,211] | | | | | | [removed: 3,107,183] [added: 3,969,313] | | |

| Property and equipment, net | | | [removed: 49,817] [added: 58,532] | | | | | | [removed: 54,495] [added: 49,817] | | |

| Deferred costs, net | | | [removed: 31,825] [added: 23,916] | | | | | | [removed: 33,106] [added: 31,825] | | |

| Lease right-of-use assets | | | [removed: 55,336] [added: 45,602] | | | | | | [removed: 49,640] [added: 55,336] | | |

| Intangible assets, net | | | [removed: 82,476] [added: 63,017] | | | | | | [removed: 101,940] [added: 82,476] | | |

| Deferred income taxes | | | [removed: 136,697] [added: 233,463] | | | | | | [removed: 5,097] [added: 136,697] | | |

| Other long-term assets | | | [removed: 38,955] [added: 43,302] | | | | | | [removed: 25,127] [added: 38,955] | | |

| Total assets | | | $ | [removed: 4,804,296] [added: 5,910,920] | | | | | $ | [removed: 3,816,465] [added: 4,804,296] | |

| Accounts payable | | | $ | [removed: 41,678] [added: 31,513] | | | | | $ | [removed: 20,348] [added: 41,678] | |

| Accrued compensation and benefits | | | [removed: 44,282] [added: 43,433] | | | | | | [removed: 33,834] [added: 44,282] | | |

| Accrued expenses and other current liabilities | | | [removed: 35,306] [added: 32,980] | | | | | | [removed: 36,109] [added: 35,306] | | |

| Income tax payable | | | [removed: 4,946] [added: 11,862] | | | | | | [removed: 7,761] [added: 4,946] | | |

| Deferred revenue | | | [removed: 869,285] [added: 1,049,761] | | | | | | [removed: 731,746] [added: 869,285] | | |

| Lease liabilities | | | [removed: 11,306] [added: 9,334] | | | | | | [removed: 10,981] [added: 11,306] | | |

| Total current liabilities | | | [removed: 1,006,803] [added: 1,178,883] | | | | | | [removed: 840,779] [added: 1,006,803] | | |

| Deferred income taxes | | | [removed: 1,492] [added: 2,052] | | | | | | [removed: 2,216] [added: 1,492] | | |

San Francisco, California

March 25, 2024

| (1)Class B common stock was converted to Class A common stock on October 15, 2023. We refer to our Class A common stock as common stock. See [note 11](#ic434b8423fd143e0904096859dd23f0c_160) Stockholders’ Equity. | | | | | | | | | | | |

| Shares withheld related to net share settlement | | | (412,027) | | | | | | — | | | | | | (79,825) | | | | | | — | | | | | | — | | | | | | (79,825) | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 525,705 | | | | | | — | | | | | | 525,705 | | |

| Balance at January 31, 2024 | | | 161,260,172 | | | | | | $ | 2 | | | | | $ | 1,915,002 | | | | | $ | 2,740,457 | | | | | $ | (10,637) | | | | | $ | 4,644,824 | |

| (1)Class B common stock was converted to Class A common stock on October 15, 2023. We refer to our Class A common stock as common stock. See [note 11](#ic434b8423fd143e0904096859dd23f0c_160) Stockholders’ Equity. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2024 | | | | | | 2023 | | |

| Customer 1 | | | 10.1% | | | | | | 11.4% | | |

| Customer 2 | | | N/A | | | | | | 10.7% | | |

There were no goodwill impairment charges during any of the periods presented.

Recently Adopted Accounting Pronouncements

Business Combinations

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured in accordance with Topic 606, Revenue from Contracts with Customers, as if the acquirer had originated the contracts.

Under the previous standard, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date.

We adopted the new standard effective February 1, 2023 and there was no impact to our consolidated financial statements for the fiscal year ended January 31, 2024.

Reference Rate Reform

In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides accounting relief from the future impact of the cessation of the London Interbank Offered Rate (LIBOR) by, among other things, providing optional expedients to treat contract modifications resulting from such reference rate reform as a continuation of the existing contract and for hedging relationships to not be de-designated as a result of such changes provided certain criteria are met.

The guidance, along with the amendments within ASU 2022-06, Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, that extended the period of time preparers can utilize the reference rate reform relief guidance in Topic 848, became effective on March 12, 2020, and the amendments apply prospectively through December 31, 2024.

As of January 31, 2024, all of our contracts that previously referenced LIBOR have transitioned to an alternative rate, which did not have a material impact to our consolidated financial statements for the fiscal year ended January 31, 2024.

New Accounting Pronouncements Issued and Not yet Adopted

Improvements to Reportable Segment Disclosures

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This new standard is effective for our fiscal year beginning on February 1, 2024 and interim periods beginning on February 1, 2025 on a retrospective basis.

We are currently evaluating this ASU to determine its impact on our disclosures.

Improvements to Income Tax Disclosures

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregation of rate reconciliation categories and income taxes paid by jurisdiction, among other amendments.

This new standard is effective for our fiscal year beginning on February 1, 2025 on a prospective basis and retrospective application is permitted.

We are currently evaluating this ASU to determine its impact on our disclosures.

| Asset-backed securities | | | 605,852 | | | | | | 2,916 | | | | | | (1,787) | | | | | | 606,981 | | |

| Commercial paper | | | 144,218 | | | | | | 47 | | | | | | (20) | | | | | | 144,245 | | |

| Corporate notes and bonds | | | 1,581,382 | | | | | | 8,835 | | | | | | (5,188) | | | | | | 1,585,029 | | |

| Municipal securities | | | 79,404 | | | | | | 301 | | | | | | (231) | | | | | | 79,474 | | |

| U.S. treasury securities | | | 717,015 | | | | | | 1,268 | | | | | | (3,824) | | | | | | 714,459 | | |

| Total available-for-sale securities | | | $ | 3,321,633 | | | | | $ | 13,892 | | | | | $ | (11,256) | | | | | $ | 3,324,269 | |

| | | | 2024 | | | | | | 2023 | | |

| Asset-backed securities | | | 120,543 | | | | | | (343) | | | | | | 105,419 | | | | | | (1,444) | | | | | | | | | | | | | | |

| Corporate notes and bonds | | | 394,823 | | | | | | (1,560) | | | | | | 280,092 | | | | | | (3,628) | | | | | | | | | | | | | | |

| Municipal securities | | | 31,418 | | | | | | (122) | | | | | | 13,686 | | | | | | (109) | | | | | | | | | | | | | | |

| U.S. treasury securities | | | 280,946 | | | | | | (1,227) | | | | | | 204,274 | | | | | | (2,597) | | | | | | | | | | | | | | |

Santa Clara, California

March 30, 2023

| | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| Balance at January 31, 2020 | | | 149,095,583 | | | | | | $ | 1 | | | | | $ | 745,475 | | | | | $ | 919,658 | | | | | $ | 460 | | | | | $ | 1,665,594 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 379,998 | | | | | | — | | | | | | 379,998 | | |

Our subscription services agreements are generally non-cancellable during the term, although customers typically have the right to terminate their agreements for cause in the event of material breach.

| Customer 1 | | | 11% | | | | | | 10% | | |

| Customer 2 | | | 11% | | | | | | 10% | | |

expected cash flows, future revenue growth, margins, customer retention rates, technology life, royalty rates, expected use of acquired assets, and discount rates.

| Asset-backed securities | | | 191,676 | | | | | | 45 | | | | | | (1,432) | | | | | | 190,289 | | |

| Corporate notes and bonds | | | 669,489 | | | | | | 276 | | | | | | (5,856) | | | | | | 663,909 | | |

| U.S. treasury securities | | | 290,513 | | | | | | 46 | | | | | | (1,755) | | | | | | 288,804 | | |

| Total available-for-sale securities | | | $ | 1,247,165 | | | | | $ | 392 | | | | | $ | (9,493) | | | | | $ | 1,238,064 | |

| Asset-backed securities | | | 177,056 | | | | | | (1,432) | | | | | | | | | | | | | | |

Unrealized losses of available-for-sale securities held for more than 12 months as of January 31, 2022 were immaterial.

There were no impairments considered other-than-temporary as of January 31, 2023 and 2022 as it is more likely than not we will hold these securities until recovery of the cost basis.

| | | | 81,932 | | | | | | 84,769 | | |

| | | | January 31, 2022 | | | | | | | | | | | | | | | | | | | | |

| Existing technology | | | $ | 28,580 | | | | | $ | (12,187) | | | | | $ | 16,393 | | | | | 3.9 | | |

| Other intangibles | | | 21,405 | | | | | | (17,441) | | | | | | 3,964 | | | | | | 3.8 | | |

| Fiscal 2024 | | | | | | $ | 19,460 | |

| Thereafter | | | | | | 13,612 | | |

| Total | | | | | | $ | 82,476 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Corporate notes and bonds | | | | | | — | | | | | | 5,853 | | | | | | | | | | | | 5,853 | | |

| Asset-backed securities | | | | | | — | | | | | | 190,289 | | | | | | | | | | | | 190,289 | | |

| Commercial paper | | | | | | — | | | | | | 29,430 | | | | | | | | | | | | 29,430 | | |

| Corporate notes and bonds | | | | | | — | | | | | | 663,909 | | | | | | | | | | | | 663,909 | | |

| Total financial assets | | | | | | $ | 428,411 | | | | | $ | 1,247,707 | | | | | | | | | | | $ | 1,676,118 | |

Realized foreign currency gains and losses were not material for the fiscal years ended January 31, 2022 and January 31, 2021.

| Other | | | 3,086 | | | | | | 5,988 | | | | | | 825 | | |

We maintain a full valuation allowance against certain foreign and net California deferred tax assets as it is not more likely than not that we will recognize the future benefits of these deferred tax assets.

tax rate.

We applied the practical expedient in accordance with ASU 2014-09, “*Revenue from Contracts with Customers*” (Topic 606) to exclude the amounts related to professional services contracts as these contracts generally have a remaining duration of one year or less.

As of January 31, 2023, approximately $1,663 million of revenue is expected to be recognized from remaining performance obligations for subscription services contracts.

We expect to recognize revenue on approximately 80% of these remaining performance obligations over the next 12 months, with the balance recognized thereafter.

| Fiscal 2024 | | | | | | $ | 8,964 | | | | | | | |

| Thereafter | | | | | | 24,259 | | | | | | | | |

As of January 31, 2022, we had 139,432,822 shares of Class A common stock and 14,763,775 shares of Class B common stock outstanding.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of January 31, [removed: 2023.][added: 2024.]

Based on the evaluation of our disclosure controls and procedures as of January 31, [removed: 2023,] [added: 2024,] our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Management’s Annual Report on Internal [removed: Controls] [added: Control] Over Financial Reporting

Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of January 31, [removed: 2023] [added: 2024] based on the criteria set forth in *Internal Control-Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the assessment, our management has concluded that our internal control over financial reporting was effective as of January 31, [removed: 2023] [added: 2024] to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S. GAAP.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the fiscal quarter ended January 31, [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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 [removed: that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls]

[added: that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls] may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Rule 10b5-1 Trading Plans

The following table sets forth the material terms of all “Rule 10b5-1 trading arrangements” (as such term is defined under Item 408(a) of Regulation S-K) adopted, modified, or terminated by our Section 16 officers and directors during the fiscal quarter ended January 31, 2024:

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Name and Title | | | Action (Adoption / Termination) | | | Adoption / Termination Date | | | Aggregate Number of Shares of Common Stock to be Sold (1) | | | Expiration Date (2) | | |

| Josh Faddis *Corporate Secretary. SVP & General Counsel* | | | Adoption | | | 12/21/2023 | | | 7,645 | | | 4/15/2025 | | |

(1) This number represents the maximum number of shares of common stock that may be sold pursuant to the trading plan.

The number of shares actually sold will depend on the satisfaction of certain conditions as set forth in the plan.

(2) The trading plan may expire on an earlier date if and when all transactions thereunder are completed.

None of our Section 16 officers or directors adopted, modified, or terminated a “non-Rule 10b5-1 trading arrangement” (as such term is defined under Item 408(c) of Regulation S-K) during the fiscal quarter ended January 31, 2024.

None.

The information required by this item will be contained in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our [removed: 2023] [added: 2024] Annual Meeting of Stockholders (Proxy Statement), which we expect to file not later than 120 days after the end of our fiscal year ended January 31, [removed: 2023,] [added: 2024,] and is incorporated in this report by reference.

The information required by this item will be set forth in the Proxy Statement, which we expect to file not later than 120 days after the end of our fiscal year ended January 31, [removed: 2023] [added: 2024] and is incorporated in this report by reference.

The information required by this item will be set forth in the Proxy Statement, which we expect to file not later than 120 days after the end of our fiscal year ended January 31, [removed: 2023] [added: 2024] and is incorporated in this report by reference.

The information required by this item will be set forth in the Proxy Statement, which we expect to file not later than 120 days after the end of our fiscal year ended January 31, [removed: 2023] [added: 2024] and is incorporated in this report by reference.

The information required by this item will be set forth in the Proxy Statement, which we expect to file not later than 120 days after the end of our fiscal year ended January 31, [removed: 2023] [added: 2024] and is incorporated in this report by reference.

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| 80 | | | Veeva Systems Inc. \| Form 10-K | | |

See [Index to Consolidated Financial [removed: Statements](#if4ce5512b2324fbb8b78d2e676208342_82)] [added: Statements](#ic434b8423fd143e0904096859dd23f0c_76)] under [Item [removed: 7](#if4ce5512b2324fbb8b78d2e676208342_79)] [added: 7](#ic434b8423fd143e0904096859dd23f0c_73)] of this Form 10-K.

We have filed, or incorporated into this Form 10-K by reference, the exhibits listed on the accompanying [Exhibit [removed: Index](#if4ce5512b2324fbb8b78d2e676208342_223)] [added: Index](#ic434b8423fd143e0904096859dd23f0c_217)] immediately preceding the signature page of this Form 10-K.

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| 80 | | | Veeva Systems Inc. \| Form 10-K | | |

| 3.1 | | | | | | [added: [Amended and](https://www.sec.gov/Archives/edgar/data/1393052/000139305223000055/amendedrestatedcertifica.htm)] [Restated Certificate of Incorporation of Veeva Systems [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1393052/000162828021013044/veevex31jun2021.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1393052/000139305223000055/amendedrestatedcertifica.htm)] | | | | | | 8-K | | | | | | 001-36121 | | | | | | [removed: 3.1] [added: 3.2] | | | | | | [removed: 6/28/2021] [added: 10/16/2023] | | | | | | | | |

| [removed: 3.2] [added: 3.3] | | | | | | [Amended and Restated Bylaws of Veeva Systems [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1393052/000162828021013044/veevex32june2021.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1393052/000139305223000039/veevex31jun2023.htm)] | | | | | | 8-K | | | | | | 001-36121 | | | | | | [removed: 3.2] [added: 3.1] | | | | | | [removed: 6/28/2021] [added: 6/23/2023] | | | | | | | | |

| 4.2 | | | | | | [Description of Capital [removed: Stock.](https://www.sec.gov/Archives/edgar/data/1393052/000139305223000025/veev-20230131xexx42.htm)] [added: Stock.](https://www.sec.gov/Archives/edgar/data/1393052/000139305224000013/veev-20240131xexx42.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.3 | | | | | | [Description of Non-Employee Director [removed: Compensation.](https://www.sec.gov/Archives/edgar/data/1393052/000139305221000034/veev-20210731xexx101.htm)] [added: Compensation.](https://www.sec.gov/Archives/edgar/data/1393052/000139305224000013/veev-20240131xexx103.htm)] | | | | | | [removed: 10-Q] | | | | | | [removed: 001-36121] | | | | | | [removed: 10.1] | | | | | | [removed: 9/3/2021] | | | | | | [added: X] | | |

| 10.10 | | | | | | [Amended and Restated Value-Added Reseller Agreement, dated September 2, 2010, between Registrant and salesforce.com, inc., as amended December 3, 2010, December 13, 2010, April 15, 2011, August 23, 2011, September 29, 2011, April 3, 2012](https://www.sec.gov/Archives/edgar/data/1393052/000119312513373497/d541293dex107.htm),[May 24, [removed: 2012](https://www.sec.gov/Archives/edgar/data/1393052/000119312513373497/d541293dex107.htm)[,] [added: 2012,] March 3, 2014, and August 11, [removed: 2016](https://www.sec.gov/Archives/edgar/data/1393052/000119312513373497/d541293dex107.htm)[.](https://www.sec.gov/Archives/edgar/data/1393052/000119312513373497/d541293dex107.htm)] [added: 2016.](https://www.sec.gov/Archives/edgar/data/1393052/000119312513373497/d541293dex107.htm)] | | | | | | S-1/A | | | | | | 333-191085 | | | | | | 10.7 | | | | | | 9/20/2013 | | | | | | | | |

| 10.14* | | | | | | [Amended offer letter, dated April 26, 2022, between Jonathan W. Faddis and the Registrant.](https://www.sec.gov/Archives/edgar/data/1393052/000139305223000025/veev-20230131xexx1014220.htm) | | | | | | [added: 10-K] | | | | | | [added: 001-36121] | | | | | | [added: 10.14] | | | | | | [added: 3/30/2023] | | | | | | [removed: X] | | |

| 10.18 | | | | | | [Ninth Amendment, dated August 11, 2016, to Amended and Restated Value-Added Reseller [removed: Agreement](https://www.sec.gov/Archives/edgar/data/1393052/000156459016025058/veev-ex101_631.htm) [dated] [added: Agreement dated] September [removed: 201](https://www.sec.gov/Archives/edgar/data/1393052/000156459016025058/veev-ex101_631.htm)[0](https://www.sec.gov/Archives/edgar/data/1393052/000156459016025058/veev-ex101_631.htm)[, between](https://www.sec.gov/Archives/edgar/data/1393052/000156459016025058/veev-ex101_631.htm) [Registrant and](https://www.sec.gov/Archives/edgar/data/1393052/000156459016025058/veev-ex101_631.htm) [salesforce.com, inc.](https://www.sec.gov/Archives/edgar/data/1393052/000156459016025058/veev-ex101_631.htm)[,] [added: 2010, between Registrant and salesforce.com, inc.,] as amended.](https://www.sec.gov/Archives/edgar/data/1393052/000156459016025058/veev-ex101_631.htm) | | | | | | 10-Q | | | | | | 001-36121 | | | | | | 10.1 | | | | | | 9/8/2016 | | | | | | | | |

| 10.22 | | | | | | [removed: [Advisor Agreement,] [added: [Offer Letter] dated [removed: September 30, 2022,] [added: April 12, 2023,] between [removed: Frederic Lequient] [added: Kristine Diamond] and the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/1393052/000139305222000048/veev-20221031xexx101adviso.htm).] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1393052/000139305223000044/veevex101jul2023.htm)] | | | | | | [removed: 10-Q] [added: 8-K] | | | | | | 001-36121 | | | | | | 10.1 | | | | | | [removed: 12/7/2022] [added: 8/21/2023] | | | | | | | | |

| 21.1 | | | | | | [List of Subsidiaries of [removed: Registrant.](https://www.sec.gov/Archives/edgar/data/1393052/000139305223000025/veev-20230131xexx211.htm)] [added: Registrant.](https://www.sec.gov/Archives/edgar/data/1393052/000139305224000013/veev-20240131xexx211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of KPMG LLP, Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1393052/000139305223000025/veev-20230131xex231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1393052/000139305224000013/veev-20240131xex231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Power of Attorney (see page 85 of this Annual Report on Form [removed: 10-K).](#if4ce5512b2324fbb8b78d2e676208342_229)] [added: 10-K).](#ic434b8423fd143e0904096859dd23f0c_223)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/1393052/000139305223000025/veev-20230131xexx311.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/1393052/000139305224000013/veev-20240131xexx311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as [removed: amended.](https://www.sec.gov/Archives/edgar/data/1393052/000139305223000025/veev-20230131xexx312.htm)] [added: amended.](https://www.sec.gov/Archives/edgar/data/1393052/000139305224000013/veev-20240131xexx312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1† | | | | | | [Certification of Chief Executive Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. [removed: §1350.](https://www.sec.gov/Archives/edgar/data/1393052/000139305223000025/veev-202230131xexx321.htm)] [added: §1350.](https://www.sec.gov/Archives/edgar/data/1393052/000139305224000013/veev-20240131xexx321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2† | | | | | | [Certification of Chief Financial Officer Required Under Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. [removed: §1350.](https://www.sec.gov/Archives/edgar/data/1393052/000139305223000025/veev-20230131xexx322.htm)] [added: §1350.](https://www.sec.gov/Archives/edgar/data/1393052/000139305224000013/veev-20240131xexx322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pleasanton, State of California, on this [removed: 30th] [added: 25th] day of March, [removed: 2023.][added: 2024.]

| /s/ Peter P. Gassner | | | | | | Chief Executive Officer and Director | | | | | | March [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Brent Bowman | | | | | | Chief Financial Officer | | | | | | March [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ [removed: Michele O'Connor] [added: Kristine Diamond] | | | | | | Chief Accounting Officer | | | | | | March [removed: 30, 2023] [added: 25, 2024] | | |

| [removed: Michele O'Connor] [added: Kristine Diamond] | | | | | | (Principal Accounting Officer) | | | | | | | | |

| /s/ Tim Cabral | | | | | | Director | | | | | | March [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Mark Carges | | | | | | Director | | | | | | March [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Paul [removed: Chamberlain] [added: Sekhri] | | | | | | Director | | | | | | March [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Mary Lynne Hedley | | | | | | Director | | | | | | March [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Priscilla Hung | | | | | | Director | | | | | | March [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Nimrata Khatra Hunt | | | | | | Director | | | | | | March [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Marshall Mohr | | | | | | Director | | | | | | March [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Gordon Ritter | | | | | | [removed: Chairman] [added: Chair] of the Board of Directors | | | | | | March [removed: 30, 2023] [added: 25, 2024] | | |

| /s/ Matthew J. Wallach | | | | | | Director | | | | | | March [removed: 30, 2023] [added: 25, 2024] | | |

| 3.2 | | | | | | [Certificate of Retirement of Class B Common Stock of Veeva Systems Inc.](https://www.sec.gov/Archives/edgar/data/1393052/000139305223000055/certificateofretiremento.htm) | | | | | | 8-K | | | | | | 001-36121 | | | | | | 3.1 | | | | | | 10/16/2023 | | | | | | | | |

| 97.1 | | | | | | [Compensation Recovery (](https://www.sec.gov/Archives/edgar/data/1393052/000139305224000013/clawbackpolicyseptember2.htm)[“](https://www.sec.gov/Archives/edgar/data/1393052/000139305224000013/clawbackpolicyseptember2.htm)[Clawback](https://www.sec.gov/Archives/edgar/data/1393052/000139305224000013/clawbackpolicyseptember2.htm)[”](https://www.sec.gov/Archives/edgar/data/1393052/000139305224000013/clawbackpolicyseptember2.htm)[) Policy](https://www.sec.gov/Archives/edgar/data/1393052/000139305224000013/clawbackpolicyseptember2.htm) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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| Paul Chamberlain | | | | | | | | | | | | | | |

| /s/ Paul Sekhri | | | | | | Director | | | | | | March 30, 2023 | | |