Risk factor changes · CRM
What changed in Salesforce's risk factors
Item 1A (Risk Factors) of Salesforce's FY2026 10-K compared with its FY2025 10-K, sentence by sentence.
72new sentences
175reworded
74removed
225unchanged
New in the latest 10-K 72
- The evolving landscape related to environmental, social and governance matters.
- Volatility in our stock price and associated litigation. 12 Table of Contents Provisions in our governing documents and Delaware law that might discourage, delay or prevent a change of control of the Company or changes in our management.
- Our ability to mitigate these risks may be impacted by the following: evolving and increasingly sophisticated techniques used to breach or disrupt IT systems and infrastructure, including the use or exploitation of AI technologies by threat actors to accelerate, scale or personalize cyberattacks, which may increase speed and effectiveness and limit our ability to anticipate, detect or mitigate such threats; the increasing complexity of our internal IT systems as we integrate acquired businesses and adopt new technologies and data-sharing models; and our limited control over our customers, partners, and third-party vendors (including those authorized by customers to access their data), or over the processing of data by such third parties, which may limit our ability to maintain the integrity or security of such transmissions or processing.
- As our market presence grows, we may face increased risks of cyberattacks and other security threats.
- Additionally, as AI technologies, including generative and agentic AI, continue to evolve, threat actors are using and exploiting these technologies to enhance the sophistication, scale, speed and effectiveness of security threats that may be more difficult to detect and defend against.
- Any delay in detecting, containing, or remediating a cybersecurity incident may result in additional harm, and in certain cases the full scope and impact of any such incident may not be immediately apparent. 13 Table of Contents A cybersecurity incident could result in unauthorized access to, or the loss or denial of authorized access to, our IT systems or data, or those of our customers, including intellectual property and other proprietary, sensitive or confidential information.
- Assessing whether an incident is material or reportable may require complex judgment and investigation, and disclosure of an incident may itself adversely affect our reputation, customer relationships and exposure to legal or regulatory proceedings.
- Additionally, it may take considerable time for us to investigate and evaluate the full impact of cybersecurity attacks, particularly for sophisticated attacks, which may inhibit our ability to provide prompt, full and reliable information about the incident to our customers, regulators and the public.
- In addition, prevention, detection, investigation and remediation of actual or suspected vulnerabilities or incidents, including determining whether notification or disclosure is required, may not be straightforward, may result in significant direct and indirect costs, including increased infrastructure and security spending and the diversion of resources from development activities.
- Such outcomes could reduce future sales, increase in our allowance for doubtful accounts, increase collection cycles and expose us to litigation and related expenses.
- Any loss of the right to use such hardware, software, data or cloud computing platforms could significantly increase our expenses and disrupt or delay the provision of our services until equivalent technology is either developed internally or obtained from third parties and integrated into our systems.
- There can be no assurance that such replacement technology would be available or implemented in a timely manner or at all.
- Additionally, increased energy consumption, including as a result of AI adoption, climate-related events, energy market volatility, and power grid disruptions may increase the operational costs related to inputs across our value chain, including for data centers.
- For example, in connection with our acquisition of Informatica, we entered into the Informatica Credit Agreements on an unsecured basis.
- In November 2025, the Company borrowed the full $6.0 billion available under the Informatica Credit Agreements to finance a portion of the cash consideration for the acquisition, repay existing indebtedness of Informatica and its subsidiaries, and pay related fees, costs, and expenses.
- For more information, see Note 9 Debt to the consolidated financial statements in Item 8 of Part 2.
- For example, in the second quarter of fiscal 2026, we implemented a new enterprise resource planning system ( ERP ).
- Among other things, our ERP is essential to our financial planning, reporting, and compliance programs, and any unforeseen problems with our new ERP or in migrating away from previous systems and processes could harm our ability to manage our business.
- Furthermore, new AI offerings and technologies, which are integrated into our operations, may disrupt workforce needs and could adversely affect our operations if not managed properly.
- Strategic and Industry Risks The markets in which we participate are intensely competitive, and if we do not compete effectively, our operating results could be harmed.
- Our current competitors include: vendors of packaged business software, as well as companies offering enterprise applications delivered through on-premises offerings from enterprise software application vendors and cloud computing application service providers, either individually or with others;
- Policies we adopt or choose not to adopt, on social and ethical issues, particularly regarding the development, deployment or use of our products, may be viewed as controversial by employees, customers, potential customers, or regulators who have varied, evolving and oftentimes conflicting expectations.
- These perceptions have in the past, and may in the future, impact our ability to attract or retain employees and customers and may result in negative publicity or reputational harm.
- Regulatory frameworks such as the EU Digital Services Act ( DSA ), the EU AI Act and other rapidly evolving and sometimes conflicting global laws and regulations related to AI, privacy and consumer protection could increase compliance costs, restrict features or data flows, delay launches and expose us to penalties or litigation.
- As we develop and deploy AI applications in our products and services, including in customer-facing contexts, the speed, scale and complexity of related data processing may increase.
- AI applications may be targeted or misused, or may perform in ways that are inaccurate, biased, unreliable or otherwise harmful, or that implicate personal or proprietary data in ways that may be difficult to anticipate, detect or control.
- Such issues could result in regulatory scrutiny, litigation, contractual disputes, loss of customer trust or reputational harm.
- Inadequate or ineffective AI development, testing, deployment, content labeling, governance, monitoring or oversight, whether by us or others, could result in our AI applications not operating as intended or with reduced functionality, reduced acceptance of our products and services or diminished confidence in the decisions, predictions, analysis or other content that our AI applications produce.
- Such risks may be heightened as AI applications are integrated into a broader range of our products and services.
- This could subject us to regulatory scrutiny, competitive harm, legal liability and reputational damage.
- We may rely in part on third-party models, datasets, cloud infrastructure or other technologies in developing or offering certain AI applications.
- Our reliance on such third parties exposes us to risks relating to performance, availability, security vulnerabilities, intellectual property claims, licensing restrictions, cost increases or changes in terms of service.
- If a third-party provider modifies, suspends or terminates access to its models, data or infrastructure, or if such technologies fail to perform as expected, our ability to offer, scale or support certain AI applications may be adversely affected, and we may incur additional costs to mitigate such impacts.
- The rapid evolution of AI technologies and related regulatory requirements will require the allocation of significant resources to develop, test, monitor and maintain our products and services in order to comply with applicable laws and regulations and to address concerns relating to accuracy, bias, transparency, explainability, security and data provenance.
- Uncertainty surrounding new and emerging AI applications, including generative AI content creation and AI agents, may require additional investment in compliance programs, governance frameworks, licensing arrangements, documentation, auditing and risk mitigation processes, which may be complex, costly and could impact our profit margins.
- Moreover, 21 Table of Contents expansion of our AI capabilities to content generation, including through Agentforce and other generative AI offerings, introduces additional risks and responsibilities.
- AI technologies may produce content that is inaccurate, misleading, biased, offensive or unsafe, and may implicate privacy, security or intellectual property rights, including through the generation of copyrighted or other protected material.
- If our customers or others rely on such content to their detriment, or if regulators or rights holders assert claims relating to AI-generated content, we may be exposed to litigation, regulatory investigations, enforcement actions, indemnification obligations, monetary penalties or other liabilities, or reputational harm.
- The volume, complexity and scope of these regulatory requirements may continue to increase, including in response to heightened geopolitical tensions.
- These laws continue to evolve and expand, including through the adoption of new comprehensive data protection regimes such as India s Digital Personal Data Protection Act 2023, and through the introduction of additional implementing rules and regulations in various jurisdictions.
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- As a result, we and our customers may become subject to additional regulatory burdens.
- Historically, certain legal frameworks have provided safe harbors to companies that host or transmit content provided by others, including limitations on liability for monetary damages arising from copyright infringement or defamation based on customer-provided content.
- There is increasing legislative, regulatory and judicial scrutiny of these safe harbors, and ongoing legal efforts to repeal, narrow or limit these protections that were previously available to us.
- The loss or further erosion of these protections may require us to alter, limit or discontinue certain of our services, or may impose additional contractual terms on customers to mitigate potential liability for customer misconduct. 22 Table of Contents Compliance with these laws and regulations may require us to make changes to our practices, products or services to enable us or our customers to meet applicable legal requirements, and may increase our potential liability exposure through new or higher potential penalties, fines, investigations or litigation, including in connection with data breaches.
- In addition, we may be subject to increased liability exposure or regulatory scrutiny related to the use of certain technologies associated with the collection, management or processing of data, including the use of cookies and similar technologies.
- Data Privacy Framework to facilitate such transfers and address the concerns raised by the CJEU, it remains uncertain whether this framework will withstand future legal challenges.
- Additionally, recent governmental actions and geopolitical developments have increased the perceived risk that our services, particularly in the EU, could be disrupted, suspended or terminated.
- In addition to government activity, privacy advocates and industry groups have established or may establish new self-regulatory standards or voluntary certification requirements that customers may expect us to meet.
- Although the claims were initially dismissed, that decision was later reversed on appeal, and that matter remains pending before the Dutch Supreme Court.
- Furthermore, the uncertain and evolving regulatory environment and broader trust climate may heighten concerns regarding data privacy, cybersecurity, and artificial intelligence, particularly where advanced analytics or automated functionality is involved, which could cause our customers or their end users to limit the data they provide or their use of our products and services.
- Even the perception that personal data is not adequately protected or that our products or services do not comply with applicable regulatory requirements could inhibit sales, reduce adoption of our offerings or otherwise adversely affect our business.
- As these laws and regulations are implemented, interpreted and enforced, they may impose additional compliance obligations or restrictions on our products, services or business practices.
- Any failure, or perceived failure, by us to comply with applicable AI-related legal requirements could have an adverse impact on our business.
- There are also various statutes, regulations and regulatory rulings governing direct email marketing and text messaging, including the Telephone Consumer Protection Act ( TCPA ) and related Federal Communication Commission orders, which impose significant restrictions on the use of telephone calls and text messages to mobile telephone numbers without prior consent.
- These developments may result in new or expanded legal or regulatory obligations that require changes to our business practices, increased compliance costs, or other measures that could adversely affect our business and operating results.
- If this position becomes widely accepted, intellectual property ownership and license rights, including copyright, may be limited, or not available at all, for inventions or works developed in part or wholly by AI technologies.
- Furthermore, the use or adoption of AI technologies in our products and services may expose us to copyright infringement or other intellectual property misappropriation claims related to AI training or output.
- Our business depends, in part, on sales to government organizations, and significant changes in the contracting or fiscal policies of such government organizations could adversely affect our business and operating results.
- Government contracts may also at times be modified or terminated for convenience.
- Furthermore, pressures on and uncertainty regarding the U.S. federal government s budget and potential changes in budgetary priorities could adversely affect the funding for and purchases of our services by government organizations.
- Financial Risks Because we generally recognize revenue from subscriptions for our services over the term of the subscription, downturns or upturns in new business may not be immediately reflected in our operating results.
- Due to the unpredictability of future general economic and financial market conditions, we may not be able to realize our projected revenue growth plans.
- For example, as a result of the One Big Beautiful Bill Act ( OBBBA ), we could be subject to Corporate Alternative Minimum Tax ( CAMT ).
- While certain changes brought forth by the OBBBA, notably, the immediate deduction of domestic research and development expenditures favorably impact our cash flows from operating activities, our tax provision may be adversely impacted to the extent additional clarification or interpretive guidance related to the OBBBA is released, or if there are changes to our valuation allowance assessment related to CAMT.
- For example, heightened interest in multinationals participating in the digital economy led many countries to adopt Pillar Two, a 15% corporate minimum tax proposed by the Organization for Economic Cooperation and Development ( OECD ).
- In January 2026, the OECD introduced new guidance including a "side-by-side safe harbor" which, if elected, exempts U.S. parented groups from certain provisions of Pillar Two.
- However, the election does not relieve foreign subsidiaries from certain jurisdiction specific minimum taxes.
- The guidance will need to be incorporated into local tax legislation to be effective.
- In November 2025, we borrowed the full $6.0 billion available under the Informatica Credit Agreements to finance a portion of the cash consideration for our acquisition of Informatica, repay existing indebtedness of Informatica and its subsidiaries, and pay related fees, costs, and expenses.
- Our quarterly results have fluctuated, and are likely to fluctuate in the future, as a result of a number of known and unknown factors, including: the factors described in this Item 1, Part 1A of this Annual Report; the cyclical nature and seasonality of our sales cycle and our customers businesses, especially our Commerce service offering customers; the global economic impact of geopolitical events, including ongoing conflicts and uncertainty about the interest rate environment; the timing of contract execution and term software license sales; the amount and timing of operating costs and capital expenditures related to the operations and expansion of our business; the timing of commission, bonus and other compensation payments to 28 Table of Contents employees; expenses related to our real estate or changes in the nature or extent of our use of existing real estate, including our office leases and data centers; expenses related to significant, unusual or discrete events, which are recorded in the period in which the events occur, including litigation or other dispute-related settlement payments; and equity or debt issuances, including as consideration in or in conjunction with acquisitions.
- The stock market in general, and the market for technology companies in particular, has historically been highly volatile.
- For example, the occurrence of regional conflicts, epidemics or a global pandemic have in the past and may in the future materially affect how we and our customers operate our businesses, as well as our operating results and cash flows.
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Removed words are struck through; added words are highlighted.
- Risk Factor Summary Operational and Execution Risks Any breaches in our security measures or those of our third-party data center
hostingfacilities,providers, cloud computing platformprovidersproviders, customers, partners, or other third-partyservicepartners,vendors, or the underlyinginfrastructureoftheInternet infrastructure that cause unauthorized accesstoato, disclosure, alteration, corruption, destruction or loss of customersdata, our data or our IT systems, ortheblockageordisablementdisruption of authorized accesstoourservices.thereto. - Any interruptions or delays in services from third parties, including data center hosting facilities, cloud computing platform providers and other hardware and software vendors, as well as
internetavailability,Internet infrastructure, or from our inability to adequately plan for and manage service interruptions or infrastructure capacityrequirements.requirements, could impair the delivery of our services and harm our business. - A more time-consuming and expensive sales cycle, pricing pressure and implementation and configuration challenges
aswetargetmoreofourfor sales effortsatto larger enterprise customers. - Any discontinuance by third-party developers and
providersvendors in embracing our technology delivery model and enterprise cloud computing services, or customers asking us for warranties for third-party applications, integrations, data and content. SocialSocial, ethical, andethicalregulatory issues, including the development, deployment, use or capabilities of AI in our offerings.11TableofContentsTheevolvinglandscaperelatedtoESGmatters.- Legal and Regulatory Risks Privacy concerns and laws as well as evolving regulation of cloud computing, AI services, increased restriction of cross-border data transfers and other regulatory developments.
- Provisions in our
certificateofincorporationandbylawsgoverning documents and Delaware lawthatmight discourage, delay or prevent a change of control of the Company or changes in ourmanagement.management and, therefore, depress our stock price. - The occurrence of natural disasters and other catastrophic events beyond our control.
- Operational and Execution Risks If our security
measuresmeasures, or those of our third-party data centerhostingfacilities,providers, cloud computing platformprovidersorthird-partyserviceproviders, customers, partners, other third-party vendors or the underlyinginfrastructureoftheInternet infrastructure, arebreached,andbreached or otherwise compromised, resulting in the unauthorized accessisobtainedtoato, disclosure, alteration, corruption, destruction or loss of customersdata, our data or our IT systems, or disruption of authorized accessisblockedordisabled,thereto, our services may be perceived asnotbeingsecure,insecure, customers maycurtailreduce orstopusingterminate their use of our services, and we may incur significant reputational harm, legalexposureandliabilities,liability, regulatory scrutiny or a negative financial impact. - Our services and underlying infrastructure have in the past and may in the future be
materiallybreached orcompromisedcompromised, including, for example, as a result of the following:third-partyattempts to fraudulently induce our employees,partnerscustomers, partners, orcustomersthird-party vendors to disclose sensitive information to gain unauthorized access to ourcustomersdataorITsystems,orour customers data orourIT systems; efforts byhackersorsophisticatedgroups,suchasthreat actors, including criminal organizations, state-sponsoredorganizationsoractors and nation-states, to launch coordinated cyberattacks or supply chain attacks oninternallybuiltour infrastructure oronthat of our third-partycloud-computingplatformproviders,vendors, including through ransomware, destructivemalwareandmalware, distributed denial-of-serviceattacks;third-partyattacks or exploitation of previously unknown zero-day vulnerabilities; attempts toabusemisuse our marketing, advertising, messaging or social products and functionalities to impersonate persons or organizations and disseminate information that is false, misleading or malicious; vulnerabilitiesexistingwithinarising from new technologies and infrastructures, including those fromacquiredcompanies,orresultingfromacquisitions, enhancements and updates to our existingserviceofferings;products, and the adoption and deployment of AI technologies within our products, services, internal systems, which may introduce novel security, data governance, or operational risks; vulnerabilities intheproducts or componentsacrosswithin the broad ecosystemthatin which our services operateinconjunctionwithandaredependenton;upon which they depend; attacks on, or vulnerabilities in, themanydifferentunderlying networks and services that power the Internetthaton which our productsdependon,depend, most of which are not under our control or the control of our third-party vendors, partners or customers; and12TableofContentsemployee or contractorerrorserrors, omissions or intentional acts that compromise our security systems. WeAlthough we devote significant resources to protecting our data and IT systems, we can provide no assurances that our security measures, includingimplementedsystems and processes designed to protect the confidentiality, integrity and availability of our customers and our customers customers proprietary andothersensitive data, willprovideabsolutesecurityorotherwisebe effective or that a materialbreachcybersecurity incident will not occur.- In the normal course of business, we and our customers are and have been the target of malicious cyberattacks and
haveexperiencedother securityincidents.threats. Although,Although todate,suchdate we have not identified any securityeventsincidents involving our systems that havenothad a material financialimpact,impact on us, there can be no assurance that futurecyberattacksincidents will not be material or significant.- We
havecontractualare subject to contractual, regulatory and other legal obligations to notify relevant stakeholders of certain securitybreaches.incidents. - For example, SEC rules require disclosure on Form 8-K of the nature, scope and timing of any material cybersecurity incident and the reasonably likely impact of
anysuch incident. - A security
breachincident orresultingmandatoryrelated disclosure could result inaloss of confidence in the security of our services,damageharm our reputation, negatively impactourfuture sales, disrupt our businessandleadtoincreasesinoperations, increase insurance premiums and result in legal, regulatory and financialexposureandliability. - Further, there can be no assurance that our insurance coverage will be sufficient in type or amount to cover the
financial,legal,business,orreputationallossesthatmayresultarising from a cybersecurityincidentorbreachofourITsystems.incident. - We have in the past and may in the future
findidentify defects in or experience disruptions to our services. - Such issues may arise in a variety of circumstances, including
duetoourfrom customers using our services in unanticipated ways thatmaycauseadisruptioninservicesdisrupt access for othercustomersattemptingtoaccesstheirdata;asaresultofcustomers; from employee, contractor or other third-party action or inaction; orduetofrom the complexity of our services, which incorporate a variety of hardware, proprietary software and third-party and open-source software. - We have experienced and may in the future experience defects in our, our customers , or third-party vendors products
thatand components, which may create vulnerabilities that inadvertently permit unauthorized access to protected customer data. - We can provide no assurance that such
productdefects orothervulnerabilities will not occur in the future, have a material adverse effect on our business or subject us to substantial liability. - Vulnerabilities in
opensourceoranyopen-source, proprietary or third-partyproductproducts and components can persist even after security patches have been issued ifcustomershaveupdates are notinstalledthemostrecentupdates,timely implemented or iftheattackersexploitedthethreat actors exploit vulnerabilities beforepatchingwasremediation is complete. - Since our customers
userely on our products and services for important aspects of theirbusiness,operations, errors, defects,disruptionsinservice disruptions or other performanceproblemsissues have in the past adversely impacted our customersbusinessesand could do so in the future. - As a result, customers could elect to not renew
ourservicesortheir services, delay or withhold paymenttoor make warranty or other claims against us. WecouldalsolosefuturesalesorcustomersmaymakewarrantyAny defects orotherclaimsagainstus,whichcouldresultinanincreasedisruptions in ourallowancefordoubtfulaccounts,anincreaseincollectioncyclesservices that diminish demand foraccountsreceivableortheexpenseandriskoflitigation.13our services. 11 Table of Contents Any interruptions or delays in services from third parties, including data center hosting facilities, cloud computing platform providers and other hardware and software vendors, as well asinternetavailability,Internet infrastructure, or from our inability to adequately plan for and manage service interruptions or infrastructure capacityrequirements,couldimpairthedeliveryofourservicesandharmourbusiness.requirements.- We
currentlyrely on third-party data center hosting facilities and cloud computing platform providers located in the United States and other countries, as well as the many different underlying networks and services that power the Internet, to deliver ourproducts,servicesproducts andbusinessoperationsservices andtooperate critical business systems. - We also rely on
computerhardware purchased or leased from, software licensed from, and cloud computing platforms providedby,by third parties in order to offer our products and services, including database software, hardware and data fromavarietyofmultiple vendors. - Any
disruptionordamageto,disruption, degradation or failure of oursystemsgenerally,includingthesystemssystems, or those ofthird-partyprovidersthe third parties on which werelyon,rely, could result in service interruptions and harm our business. - We have
fromtimetotimeexperienced service interruptions andsuchinterruptions may occur in the future. - As
weincreaseour reliance on these third-partysystems,systems increases, and particularlywithrespecttoon third-party cloud computing platforms, our exposure todamagefromservice interruptionsorotherand performance or quality issues may also increase. - Service interruptions or other performance or quality issues may cause us to issue credits or pay penalties, cause customers to
makeassert warranty or other claimsagainstusortoterminate their subscriptions, and adversely affectourattrition rates and our ability to attract new customers,allofwhichwouldcould reduceourrevenue. - Our business and reputation would also be harmed if our customers and potential customers
believeperceive our servicesareas unreliable. - For many of our offerings, our production environment and
customerscustomer data are replicatedinaat geographically separatefacilitylocatedelsewhere.facilities. - Certain offerings, including
someofferingsofcompaniesthose added through acquisitions, may beserveddelivered through alternate facilities or arrangements. - We do not control the operation of any of these facilities, and they may be vulnerable to damage or interruption from
earthquakes,floods,fires,powerloss,telecommunicationsfailuresandsimilarevents.events outside of our control, such as natural disasters or supply chain disruptions. - Despite precautions taken at these facilities, such as disaster recovery and business continuity arrangements,
theoccurrenceofanyoftheforegoingeventsorrisks,oranaturaldisasterorpublichealthemergency,anactofterrorism,adecisiontoclosethefacilitieswithoutadequatenoticeorotherunanticipatedproblemsorevents, problems, operational failuresatthesefacilities14 Table of Contents or other disruptions could result inlengthyprolonged service interruptions, andnoassurancethere can beprovidedno assurance thatanysuch interruptions would be remediated without significantcostorcost, in a timely manner or at all. - As we scale our operations, the
amountvolume andtypenature ofinformationtransferredondata processed by our offeringscontinuescontinue to evolve, including as a result of the deployment of AI technologies, and our infrastructure capacity requirements, including networkcapacityandcapacity, computingpower,power and energy requirements, may increase as a result. - If we
donotaccuratelyplanforourinfrastructurecapacityrequirementsandweexperience significant strains on our data center capacity, whether due to insufficient infrastructure capacity or for other reasons outside of our control, our customers could experience performance degradation or service outages that may subject us to financial liabilities, result in customerlosseslosses, subject us to litigation and harm our reputation and business. AcquisitionsWe continue to evaluate such opportunities and expect to make such acquisitions and other transactions and arrangements in the future, which may involve numerous risks and could create unforeseen operating difficulties and expenditures, including: potential failure to achieve the expected benefits on a timely basis or at all; potential identified or unknown security vulnerabilities in acquired products or technologies that expose us to additionalsecurityrisksorcybersecurity risks, delayourabilitytointegratetheproductintegration into our service offerings,aswellasdifficultiesor create challenges in increasing or maintaining the security standardsforacquiredtechnology;14TableofContentsthe acquired technologies; difficulty of transitioning the acquired technology onto our existingplatformsandcustomeracceptanceofmultipleplatformsonatemporaryorpermanentbasis;platforms; brand or reputational harm associated with our acquired companies; challenges converting the acquired company s revenue recognition policies and forecasting the related revenues, including both consumption- and subscription-based revenues and term software licenserevenue,aswellasappropriateallocationofthecustomerconsiderationtorevenue; in theindividualdeliverables;case of foreign acquisitions, challengesenteringintonewmarketsinwhichwehavelittleornoexperienceorwherecompetitorsmayhavestrongermarketpositions;currencywith integrating operations across different cultures and languages and addressing the particular economic, currency, political, cybersecurity, regulatory and market risks associated withforeigncountriesandpotentialadditionalcybersecurityandcompliancerisksresultingfromentryintonewmarkets;certain countries; operational and financial difficulties and strains on resources in integrating acquired operations, technologies, services, platforms andpersonnel;personnel (including cultural integration and retention of employees); regulatory challenges from antitrust or other regulatory authorities that may block, delay or impose conditions(suchasdivestitures,ownershiporoperationalrestrictionsorotherstructuralorbehavioralremedies)on the completion of transactions or the integration of acquired operations;failuretofullyassimilate,integrateorretrainacquiredemployees,whichmayleadtoretentionriskwithrespecttobothkeyacquiredemployeesandourexistingkeyemployeesordisruptiontoexistingteamsorourworkplaceculture;challenges with maintaining the acquired company s customers, partners and third-party service providers; known and potential unknown liabilities associated with the acquired businesses, including due to litigation; difficulties in managing, or potential write-offs of, acquired assets, and potential financial and credit risks associated with acquired customers; negative impact to our results of operations because of the depreciation and amortization of acquired intangible assets, fixed assets and operating lease right-of-use assets;difficultiesinandfinancialcostsofaddressingacquiredcompensationstructuresinconsistentwithourcompensationstructure;additional stock-based compensation issued or assumed in connection with the acquisition, including the impact on stockholder dilution and our results of operations; ineffective or inadequate controls, procedures and policies at the acquired company; and the tax effects related to integration and business operation changes, realizability of our deferred tax assets, and uncertain tax liabilities. 15 Table of Contents Any of these risks could harm our business or negatively impact our results of operations.Forexample,ifIf we finance acquisitions by issuing equity or convertible or other debt securities or taking out loans, our existing stockholders may be diluted, or we could face constraints related to the terms of, and repayment obligation related to, the incurrence of indebtedness that could affectthemarketpriceofourcommonstock.stock price.
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- We continue to experience significant growth in our customer base, including through acquisitions, which has placed a strain on
andinthefuturemaystrainour management, administrative, operational and financial infrastructure. - We anticipate that significant additional investments, including in human capital software,
aswellasleveragingagentic AI and other technologies, will be required to scale our operations and increase productivity,toaddress the needs of our customers,tofurtherdevelop and enhance our services,toexpand into new geographic areas andtoscalewithouroverallsupport continued growth. - These investments will increase our cost base, making it more difficult
forusto offset any future revenue shortfalls by reducing expenses in the15TableofContentsshort term. - We regularly upgrade or replace our
varioussoftware systems and processes. - If the implementations of these new applications are delayed, or if we encounter
unforeseenproblems with our new systems and processes or in migrating away from our existing systems and processes, our operationsandourabilitytomanageourbusinesscould be negatively impacted. Todoso,weWe must continue to increase the productivity of our existing employees and to hire, train and managenewemployees as needed.- To manage the expected
domesticandinternationalgrowth of our operations and personnel, we will need to continue to improve our operational, financial and management controls, our reporting systems and procedures and our utilization of real estate. - If our customers do not renew their subscriptions
forourservicesor if they reducethenumberofpayingsubscriptions atthetimeofrenewal, our revenue and current remaining performance obligation could decline and our business may suffer. - If customer usage of
certainconsumption-based offerings is below expected levels, our revenue could decline. - If we cannot accurately predict subscription renewals or upgrade rates or optimal pricing for consumption-based contracts, we may not meet our revenue targets, which may adversely affect
themarketpriceofourcommonstock.stock price. - Our customers have no obligation to renew their subscriptions
forourservicesafter the expiration of their contractual subscription period, which is typically 12 to 36 months, and in the normal course of business, some customers have elected not to renew. Inaddition,ourOur customers may renew for fewer subscriptions, renew for shorter contract lengths or switch to lower cost offerings of ourservices,particularlyintimesofgeneraleconomicuncertainty.services.- Our attrition rates may increase or fluctuate as a result of various factors, including customer
dissatisfactionwithourservices,dissatisfaction, customers spending levels, mix of customer base, decreases in the number of users at our customers, competition, pricing increases or changes, such as the increased prevalence of consumption-based pricing models and economic downturns. - Our future success
alsodepends in part on our ability to sell additional features and services, more subscriptions or enhanced editions of our services to our current customers. - Similarly, the rate at which our customers purchase new or enhanced services depends on a 16 Table of Contents number of factors, including general economic conditions and customer receptiveness to
anyprice changes related to these additional features and services. - In addition, the markets and monetization strategies for certain offerings, including Agentforce and Data
Cloud,360, remain relatively new and uncertain andasaresultour expansion into such offerings, and related investments, may present additional risks and challenges. - For example, we offer certain products, including Agentforce and Data
Cloud,360, through a consumption-based business model and may increase the number of products through which we do so. Additionally,duetocustomerflexibilityinthetimingoftheirconsumption,wecouldWe have limited experience with determining optimal pricing for our consumption-based contracts and may have lower levels of customer consumption of our products than we expect which may 19 Table of Contents result in suboptimalpricingforconsumption-basedcontracts.pricing.- Such
salesorganizationchanges have in some periods resulted in, and may in the future result in, a reduction of productivity, which could negatively impact ourrateofgrowthinthecurrentandfuturequartersandoperatingresults,includingrevenue.results. Inaddition,Further, any significant change tothewaywestructureourcompensationofoursales organization s compensation structure may be disruptive andmaynegatively affect ourrevenuegrowth.operating results.- The risks and challenges associated with sales to customers outside the United States or those that can affect international operations generally, include: regional economic and political conditions, natural disasters, acts of war, terrorism and actual or threatened public health
emergencies;emergencies, or other geopolitical events, including the evolving relations between the United States and China, the United States and Russia, and ongoing conflicts, such as the war in Ukraine and the regional conflict in the Middle East; localization of our services, including translation into foreign languages and associated expenses; regulatory frameworks or business practices favoring local competitors;16TableofContentspressure on the creditworthiness of sovereign nations, where we have customers and a balance of our cash, cash equivalents and marketable securities; foreign currency fluctuations and controls, which may make our services more expensive for international customers and could add volatility to or negatively impact our operating results; compliance with complex and evolving governmental laws and regulations,includingemployment,tax,anti-corruption,import/export,customs,anti-boycott,sanctionsandembargoes,antitrust,cybersecurity,sustainabilityandindustry-specificlawsandregulations,includingrulesrelatedtocompliancebyourthird-partyresellers;such as those governing AI; liquidity issues or political actions by sovereign nations, including nations with a controlled currency environment, could result in decreased values of these balances or potential difficulties protecting our foreign assets or satisfying local obligations; vetting and monitoring our third-party resellers in new and evolving markets to confirm they maintain standards consistent with our brand and reputation; treatment of revenue from international sources, evolving domestic and international tax environments and changes to tax codes, including being subject to and paying withholding taxes under foreign tax laws; uncertainty regardingtheimpositionofandchanges in trade policies, including trade wars,tariffsorothertraderestrictionsorthe threat or imposition ofsuchactions,tariffs or othergeopoliticalevents,includingtheevolvingrelationsbetweentheUnitedStatesandChina,theUnitedStatesandRussia,andongoingconflicts,suchtrade restrictions, asthewarinUkraineandtheregionalconflictwell as any retaliatory actions; perceptions of U.S.-based companies in theMiddleEast;regions where we operate or plan to operate; perceptions of regions or governments in the regions where we operate or plan to operate, resulting in negative publicity or reputational harm;regionaldataprivacylawsandotherregulatoryrequirementsthatapplytooutsourcedserviceprovidersandtothetransmissionofourcustomersdataacrossinternationalborders;different pricing environments; difficulties in staffing and managing foreign operations; different or lesser protection of our intellectual property, including increased risk of theft of our proprietary technology and other intellectual property, and more prevalent cybersecurity risks, particularly in jurisdictions in which we have historically chosen not to operate; and longer accounts receivable payment cycles and other collection difficulties. AsmoreofoursaleseffortsaretargetedatSales to larger enterprisecustomers,oursalescyclecustomers maybecomeinvolve more time-consuming andexpensive,wemayencounterexpensive sales cycles, pricing pressure and implementation and configuration challenges,andwemayhavetodelayrevenuerecognitionand, for some complex transactions, delayed revenue recognition, all of which could harm our business and operating results. 17 Table of Contents We may face greater costs, longer sales cycles, greater competition and less predictability in completing some of our sales to large enterprise customers, including governmental entities and customers in regulated industries.- In these market segments, the customer s decision to use our services is often an enterprise-wide decision
and,ifso,and may require us to provide greater levels of education regarding the use and benefits of our services, as well asaddressingconcernsregardingaddress other concerns, such as heightened privacy and data protectionlawsandregulationsofprospectivecustomerswithinternationaloperationsorwhoseowncustomersoperateinternationally.requirements. - In addition, larger enterprise customers and governmental entities often demand more configuration, integration services and features.
Asaresultofthesefactors,theseThese sales opportunities often require us to devote greater sales support and professional services resources to individual customers, driving up costs and time required to complete sales and diverting our own sales and professional services resources to a smaller number of larger transactions, while potentially requiring us to delay revenue recognition on some of these transactions until the technical or implementation requirements have been met.- We are also substantially dependent on
thecontinuedserviceofourexisting development and operations personnel because of the complexity of our services and technologies. - Our executive officers, key management, and development
orand operations personnel could terminate their employment with us at any time. - Effective succession planning
formanagementis important to our long-term success, and changes in our management teamresultingfromor thehiring,departureloss of one orrealignmentmore ofexecutivesmaybedisruptivetoour key employees or groups of employees could seriously harm our business. - The technology industry is subject to substantial and continuous competition for engineers with high levels of experience in designing, developing and managing software and technology services, as well as competition for sales executives, data scientists and development and operations personnel.
- We have experienced challenges with significant competition in talent recruitment and retention, particularly for engineers with experience in AI, and may not
inthefuturebe successful in recruiting or retaining such talent. - If we fail to attract new personnel or fail to retain
andmotivateourcurrent personnel, our business and future growth prospects could be severely harmed. InJanuary2023,weannouncedaWe have undertaken various restructuringplaninitiatives intended toreduceoperatingcosts,improve operating margins and continue advancing our ongoing commitment to profitable growth, which have included areductionofourworkforce reduction, select data center exits, and office space reductions within certain markets.- If customers are not satisfied with the quality and timing of work
byusorathirdpartyorwith the type of services or solutions delivered, we could incur additional costs to address the situation, the profitability of that work might be impaired, our revenue recognition could be impacted and the customer s dissatisfaction with the services received could negatively impact our ability to sell our other offerings to that customer or retain existing customers. - Any failure or perceived 18 Table of Contents failure to maintain high-quality professional and technical support services could adversely affect our reputation, our ability to sell our service offerings to existing and prospective customers, and our business, operating results and financial position.
StrategicandIndustryRisksThemarketsinwhichweparticipateareintenselycompetitive,andifwedonotcompeteeffectively,ouroperatingresultscouldbeharmed.18TableofContentsThemarket for enterprise applications and platform services is highly competitive, rapidly evolving, fragmented and subject to changing technology, low barriers to entry, shifting customer needs and frequent introductions of new products and services.Ourcurrentcompetitorsinclude:vendorsofpackagedbusinesssoftware,aswellasAI-native companiesofferingenterpriseapplicationsdeliveredthroughon-premisesofferingsfromenterprisesoftwareapplicationvendorsandcloudcomputingapplicationserviceproviders,eitherindividuallyemerging startups that leverage generative AI and large language models as the core foundation of their architecture, offering highly specialized, autonomous, orwithothers;automated solutions that may bypass traditional business process workflows or displace established user interfaces; software companies that provide their product or service free of charge as a single product or when bundled with other offerings, or only charge a premium for advanced features and functionality, as well as companies that offer solutions that are sold without a direct sales organization; vendors who offer software tailored to specific services, industries or market segments, as opposed to our full suite of service offerings, including suppliers of traditional business intelligence and data preparation products, integration software vendors, marketing vendors, e-commerce solutions vendors or AI software and service vendors; productivity tool and email providers, unified communications providers and consumer application companies that have entered the business software market; and traditional platform development environment companies and cloud computing development platform companies who may develop toolsets and products that allow customers to build new applications, including AI-augmented applications, that run on the customers current infrastructure or as hosted services, as well as would-be customers who may develop enterprise applications for internal use.- In addition, we may face more competition as we expand our
productservice offerings. - We also experience competition from
smaller,youngersmaller competitors that may be more agile in responding to customers demands and offer more targeted and simplified solutions. - Additionally, as we continue to
increasebuildingincreasingly build AI into many of our offerings, we face more competition as AI technologies are increasingly integrated into the markets in which we compete. - New AI offerings may disrupt our service offerings or transform workforce needs and negatively impact demand for our offerings, or our competitors may be able to incorporate AI into their offerings more efficiently or successfully than we are able to and achieve greater and faster adoption.
- Even if our products and services are more effective than the products and services that our competitors offer, potential customers might select competitive products and services in lieu of purchasing our products and services.
- In addition, the markets and monetization strategies for certain offerings, including Agentforce and Data
Cloud,360, remain relatively new and uncertain andasaresultourexpansionintosuchofferings,andrelatedinvestments,may present additional risks and challenges. - The success of enhancements, new features and services depends on several factors, including its timely
completion,completion and introduction and market acceptance, as well as our ability to integrate allofour product and service offerings and develop adequate selling capabilities in new markets. - In addition, because our services are designed to operate over various network technologies and on a
19TableofContentsvariety of mobile devices, operating systems and computer hardware and software platforms, we need to continuously modify and enhance our services to keep pace with changes in these technologies, as well as continue to maintain and support our services on legacy systems. - We may not be successful in
eitherdeveloping these modifications and enhancements or in bringing them to market timely. - Uncertainties about the timing and nature of new network platforms or technologies, modifications to existing platforms or technologies, including text messaging
capabilities,capabilities within these platforms, or changes in customer usage patterns thereof could increase our research and development or service delivery expenses or lead to our increased reliance on certain vendors. - Our brand
strength,particularlyforourcoreservices,strength depends largely on our ability to remain a technology leader andtocontinuetoprovide high-quality innovative products, services and features in a secure, reliable manner that enhances our customers success even as we scale and expand our services. - In order to maintain and enhance the strength of our brands, we have made and may in the future make substantial investments to expand or improve our product offerings and services, including our investments in data and AI technologies, or we may enter new markets that may be accompanied by initial complications or ultimately prove to be unsuccessful.
- While we invest in companies that we believe are digitally transforming their industries, advancing responsible generative AI, improving customer experiences, helping us expand our solution ecosystem or supporting other corporate initiatives, we may still experience unforeseen
brandorreputational harm associated with our investments. - Our investments range from
earlyearly- tolatestagelate-stage companies, including investments made concurrent with a company s initial public offering. - Investments in
earlystageearly-stage companies are inherently speculative, as these companies may not yet be revenue-generating and could still be in the process of developing their products and services at the time of our investment. - Our investments may face challenges from regulatory
authorities,includingantitrustauthorities,authorities potentially resulting in unexpected costs, delays, or unfavorable conditions imposed on transactions involving our investment portfolio. - The measurement of our non-marketable equity
anddebtsecurities at fair value is inherently subjective and requires management judgment and estimation. - The resulting gains or losses could be material depending on market conditions and events, particularly in periods with economic uncertainty, inflation, geopolitical conflict, volatile public equity markets or unsettled global market conditions. 20 Table of Contents If third-party developers and
providersvendors do not continue to embrace our technology delivery model and enterprise cloud computing services, or if our customers seek warranties from us for third-party applications, integrations, data and content, our business could be harmed. - Our success depends on the willingness of a growing community of third-party developers and
technologyprovidersvendors to build applications and provide integrations, data and content that are complementary to our services. - Despite contract provisions to protect us, customers may look to us to
20TableofContentssupport and provide warranties for the third-party applications, integrations, data and content, even though not developed or sold by us, which may expose us to potential claims, liabilities and obligations, all of which could harm our reputation and our business. SocialSocial, ethical, andethicalregulatory issues, including the development, deployment, use or capabilities of AI in our offerings, may result in reputationalharmharm, legal liability andliability.increased compliance costs.- Our decisions about whether to conduct business with potential customers, or whether to continue or expand
businessrelationships with existing customers, may also impact ourabilitytoattractorretainemployeesandcustomers,stakeholder relationships andcouldresultinnegativepublicityorreputationalharm.reputation. Further,actionsActions taken by our customersandor employees, including through the use or misuse of our products ornewtechnologies forillegalactivitiesorunlawful activities, improper informationsharing,sharing or other harmful purposes, may result in reputationalharmorpossibleliability,particularlyinlightofharm, regulatoryrequirementsliketheDigitalServicesAct(DSA)fromtheEU.scrutiny or legal liability.- Regardless of outcome, these types of claims could cause reputational harm to our brand or result in liability. 24 Table of Contents Our exposure to risks associated with various claims may be increased as a result of acquisitions of other companies.
- As with many technical innovations, AI offerings, such as Agentforce, and our
SalesforceAgentforce 360 Platform present additional risks and challenges that could affecttheircustomer adoption and therefore our business. - For example, the development and deployment of
ourAIofferingsandtheSalesforcePlatform,whichprovidesofferings, including those involving information regarding our customers customers,presentraise emergingethicalissues.ethical, legal and operational considerations. - If we enable or offer solutions that draw controversy due to their perceived or actual impact on human rights, privacy,
employment,employment orinother socialcontexts,concerns, we may experience new orenhancedheightened governmental or regulatory scrutiny,brandinvestigations, enforcement actions, fines or penalties and reputationalharm,competitiveharmorlegalliability,especiallyasgeopoliticalturmoilcreatesincreasinglyvolatilepoliticalandmarketconditions.competitive harm. - Developing, testing and deploying AI
systemstechnologies may also increase the cost profile of our offerings due to thenatureofthecomputing costsinvolvedinsuchsystems.required. - If we are unable to effectively mitigate these risks, or if
weincurexcessiveexpensesinour mitigation effortstodoso,result in excessive costs, our reputation, business, operating results and financial condition may beharmed.adversely affected. - The evolving landscape related to
ESGenvironmental, social and governance matters may expose us to risks that could adversely affect our reputation and performance. - In furtherance of these values, we have in the past and may in the future establish and disclose quantitative and qualitative statements related to
ESGequality and sustainability matters, which areaspirationalandsubject to numerous risks and dependencies. - The proliferation of regulations and guidance addressing climate, human capital and other
ESGtopics at the regional,state,nationalstate andinternationalnational levels has required and may continue to require significant effort and resources, and our practices, processes and controls may not ensure compliance with evolving standards. - Further, various regulations or guidance may conflict with each other, making universal compliance challenging as a multinational company, and our status as a government contractor in various jurisdictions, including but not limited to the U.S. where we are headquartered, may also result in greater exposure or differentiated obligations or requirements with which we would seek to comply.
- The standards and frameworks for tracking and reporting on
ESGthese matters continue to evolve, and our use, interpretation or application of such frameworks and standards may change from time to time or differ from those of other companies, which may result in a lack of consistent or meaningful comparative data from period to period or between Salesforce and other companies. - In addition, our
ESGpractices and disclosures may not satisfy, appropriately respond to the concerns of or be supported by all investors, customers, partners, regulators, enforcement authorities or otherstakeholders(includingthoseinsupportofandthosein21TableofContentsoppositiontovariousESGpractices),stakeholders, whose expectations and requirements areevolvingevolving, varied, andvaried.oftentimes conflicting. - Any violation of, non-compliance with or failure to meet such expectations or requirements, or negative publicity related to our
ESGpractices or disclosures, could result in harm to our reputation, our ability to attract or retain employees, and our attractiveness as an investment, business partner, acquiror or service provider, could expose us to increased scrutiny orcriticismorto regulatory or enforcement actions or litigation, and could cause us to incur increased costs to address or defend against such actions. - Legal and Regulatory Risks Privacy concerns and laws as well as evolving regulation of cloud computing, AI services, cross-border data
transferrestrictionstransfers and other domestic or foreign regulations may limit the use and adoption of our services and adversely affect our business. - Regulation related to the provision of services over the Internet
isevolving,continues to evolve, as federal, state and foreign governmentscontinuetoadopt new, or modify existing, laws and regulations addressing data privacy, cybersecurity, data protection, data sovereignty and the collection,processing,storage, hosting,transferandtransfer, use and other processing ofdata,generally.data. - In addition, domestic data privacy laws, such as the California Consumer Privacy
ActAct, as amended by the California Privacy Rights Act ( CCPA ), and similar laws that haverecentlypassedand/orpassed, gone into effect or are being considered inmanynumerous otherstatessimilarlyU.S. states, imposenewobligations on us and many of our customers, potentially as both a covered business and service provider. - New EU laws, including the DSA, the Data Act and the AI Act, have also been adopted and, depending on how they are implemented, interpreted and enforced, may impose additional
rulesandrules, restrictions or compliance requirements on the development, deployment or use of our products andservices.services, including AI-enabled features. Furthermore,privacyPrivacy and data protection laws and regulations are also subject to differing interpretations and may be inconsistentamongor conflicting across jurisdictions.- These
andotherrequirementsarecausingfactors have increased scrutinyamongfrom customers, particularly those in the public sector and highly regulatedindustries,industries and may be perceived differently from customer to customer. - These developments could reduce demand for our services, require us to take on more onerous
obligationsinourcontracts,contractual obligations, restrict our ability to store, transfer and otherwise process data or, in some cases,impactlimit ourabilityor our customers ability to offer our services in certain locations,todeploy our solutions,toreach currentandor prospective customers, ortoderive insights from customer dataglobally.on a global basis. Forexample,inIn July 2020, the Court of Justice of the European Union ( CJEU ) invalidated the EU-U.S.- Privacy Shield Framework, one of the mechanisms that
allowedcompanies,includingus,totransferpreviously permitted transfers of personal data from the European Economic Area ( EEA ) to the United States. - Even though the CJEU decision upheld the use of Standard Contractual Clauses ( SCCs ) as
anadequatea lawful transfer mechanism, the decision created ongoing uncertaintyaroundthevalidityofallregarding EU-to-U.S. data transfers. - As a result, regulators may continue to
beinclinedtointerpret the CJEU sdecision,decision and thelogicbehindit,reasoning underlying it as significantly restricting certain cross-border data transfersandincreasing the cost and complexity of providing our services in certainmarketsmayincrease.markets. - Certain countries outside of the EEA have
alsopassedenacted or are consideringpassingenacting lawsrequiringthat require varying degrees of local dataresidency.residency or localization. BywayoffurtherFor example, statutory damages available through a private right of action for certain data breaches under theCCPA,CCPA may increase our and our customers potential liability exposure and the demandsourcustomers place on us.- The costs of compliance with, and other burdens imposed by, privacy laws, regulations and standards may limit the use and adoption of our services, reduce overall demand for our services, make it more difficult to meet expectations from our commitments to customers and our customers customers, lead to significant fines, penalties or liabilities for noncompliance, impact our
reputation,reputation or slow the pace at which we close salestransactions,inparticulartransactions particularly where customers request specific warrantiesandunlimitedindemnityor broad indemnities for noncompliance with privacy laws, any of which could harm our business.22TableofContentsInadditiontogovernmentactivity,privacyadvocatesandotherindustrygroupshaveestablishedormayestablishnewself-regulatorystandardsthatmayplaceadditionalburdensonourabilitytoprovideourservicesglobally. - If we are unable to maintain
theserequired certifications ormeetthesecomply with such standards,itcouldadverselyaffectour ability to provide oursolutionsservices to certain customersandcouldharmourbusiness.be adversely affected. Inaddition,weWe haveseenatrendtowardthealso observed increased private enforcement of data protection obligations, including through private actions for alleged noncompliance, which could result in litigation, harmourbusinessandnegativelyimpactto ourreputation.business, reputational harm or liability.- For example, in 2020 we were
madenamed as apartytodefendant in a legal proceeding brought by a Dutch privacy advocacy group (the Privacy Collective) on behalf of certain Dutch citizensthatclaimsweviolatedalleging violations of the GDPR and Dutch TelecommunicationsActthroughtheprocessingandsharingofdatainconnectionwithourAudienceStudioandDataStudioproducts.Act. - Although we believe we have
astrongdefensefortheseclaims,defenses in these or similar matters, current or future claims of this nature could cause reputational harmtoourbrandorresultinliability. - In addition, a shift in consumers data privacy expectations or other social, economic or political developments could impact
theregulatory enforcementofprivacyregulations,whichcouldpriorities, require our cooperation with regulators and increase the cost of compliance withtheimposedapplicable privacy regulations. - For example, some financial services regulators have imposed guidelines for use of cloud computing services that 23 Table of Contents mandate specific controls or require financial services enterprises to obtain regulatory approval prior to outsourcing certain functions.
- In addition, an inability to satisfy the standards of certain voluntary third-party certification bodies that our customers may
expect,suchasanattestationofcompliancewiththePaymentCardIndustryDataSecurityStandards,expect may have an adverse impact on our business and results. - In Europe, the Digital Operational Resilience Act ( DORA
),which) aims to ensure the resilience of the EU financial sectors, including through mandatory risk management, incident reporting, resilience testing and third-party outsourcingrestrictions,wentintoeffectinJanuary2025.restrictions. - The UK
isadvancinghas implemented similar legislation and other countries may follow. - Further,
countriesandstatesjurisdictions are increasingly applyingtheirexisting dataandprivacy, consumer protection and other laws to AI,andparticularlyincluding emerging AI technologies such as generative AI,and/orand areenactingalso enacting, or considering enacting, AI-specific legalframeworksonAI,frameworks, such as the EU AI Act, and the Utah Artificial Intelligence Policy Act, the Colorado Artificial Intelligence Act and the draft CCPA regulations on automated decision-making technology. - We have been, and may in the future be, subject to
oneormoreclass-actionlawsuits,aswellasclass action and individuallawsuits,containingallegationslawsuits alleging that one of our businesses or customers violated theTCPA.TCPA or similar communications-based laws. - A determination that we or our customers
violatedtheTCPAorothercommunications-basedstatutesfailed to comply with such requirements could expose us to significantdamageawardsstatutory damages or other liabilities that could, individually or in the aggregate, materially harm our business. - In addition, many jurisdictions across the world are
currentlyconsidering, or havealreadybegun implementing, changes to antitrust and competition laws, regulations or interpretative positions intended to enhance competition in digital marketsandor address practicesbycertaindigitalplatformsthattheyperceiveperceived to be anticompetitive. - Any adverse determination or settlement could prevent us from offering our services to others, could be material to our financial condition or cash flows, or both, or could otherwise adversely affect our current or future operating results, including our
operatingresults of operations or cashflowflows in a particular period. - In addition, our existing patents and any patents issued in the future may not provide us with competitive
24TableofContentsadvantages, or may be successfully challenged by third parties. - Additionally, the intellectual property ownership and license rights, including copyright, surrounding AI technologies, which we are increasingly building into our product offerings, has not been fully addressed by U.S. courts or other federal or state laws or regulations, and
theuseoradoptionofAItechnologiesinourproductssome U.S. governmental entities andservicesmayexposeustocourts have expressed the view that U.S. copyrightinfringementorotherintellectualpropertymisappropriationclaimsrelatedand patent protection should be limited toAItrainingoroutput.protecting inventions and works of authorship created by humans. - Additionally, any violations could result in various civil and criminal penalties and administrative sanctions, including termination of 25 Table of Contents contracts, refunding or suspending of payments, forfeiture of profits, payment of fines and suspension or debarment from future government business, as well as reputational harm.
- Additionally, our
contractingrelationships with certain government entities may result in negative publicity or reputational harm. AnyThe occurrence oftheserisksrelatedtocontractingwithgovernmentalentitiesany of the foregoing could adversely impact our future sales, costs of doing business and operating results.- We
aremay be subject to risks from governmental sanctions and export and import controls that could impair our ability to compete in international markets andmaysubject us to liability if we are not in full compliance with applicable laws. - Sanctions and export and import control regulations in the United States and other countries are subject to change and uncertainty, including as a result of tariff policy changes, rapidly evolving technology, increased government regulation of AI and cloud service solutions, and geopolitical developments such as events affecting relations between the United States and China, multi-jurisdictional sanctions on Russia, the war in Ukraine and regional conflict in the Middle East.
- Regulators in the United States and elsewhere have signaled an increased emphasis on sanctions and export control enforcement, including efforts to combat diversion of services to sanctioned countries and parties, several recent high-profile enforcement actions and increased pressure for companies to self-disclose potential violations.
25TableofContentsFinancialRisksBecausewegenerallyrecognizerevenuefromsubscriptionsforourservicesoverthetermofthesubscription,downturnsorupturnsinnewbusinessmaynotbeimmediatelyreflectedinouroperatingresults. - If we experience significant fluctuations in our rate of anticipated growth and fail to balance our expenses with our revenue forecasts, our business could be harmed and
themarketpriceofourcommonstock price could decline. - As a result, our revenues, operating results and cash flows may 26 Table of Contents fluctuate significantly on a quarterly basis and revenue growth rates may not be sustainable and may decline in the future.
- If we are not able to provide continued operating margin expansion, our business could be harmed and
themarketpriceofourcommonstock price could decline. - Global tax developments
applicabletomultinationalbusinessesmay have a material impact to our business, cash flows, or financial results. - Although we attempt to mitigate some of this volatility and related risks through foreign currency hedging, our hedging activities are limited in scope and may not effectively offset the adverse financial impacts that may result from unfavorable movements in foreign currency exchange rates, which could adversely impact our financial condition or results of operations. 27 Table of Contents Our debt service obligations, lease commitments and other contractual obligations may adversely affect our financial condition, results of operations and cash flows.
- As of January 31,
2025,2026, we had a substantial level of outstanding debt, including our Senior Notes. - We are also party to the Revolving Loan Credit Agreement, which provides for our $5.0 billion Credit
Facility.Facility, as well as the Informatica Credit Agreements. - Although there were no outstanding borrowings under the Credit Facility as of January 31,
2025,2026, we may use the proceeds of future borrowings under the Credit Facility for general corporate purposes. - Our ability to meet our
expensesexpense and debt obligations will depend on our future performance, which will be affected by financial, business, economic, regulatory and other factors. - A failure to comply with the covenants and other provisions of our outstanding debt could result in
27TableofContentsevents of default under such instruments, which could permit acceleration of all of our debt and borrowings. - Any required repayment of our debt as a result of a fundamental change or other acceleration would lower our current cash on
handour balance sheet such that we would not have those funds available for use in our business. - As a result, our fiscal first quarter has typically
inthepastbeen our largest collections and operating cash flow quarter. ThemarketpriceofourcommonOur stock price is likely to be volatile and could subject us to litigation.- Accordingly,
themarketpriceofourcommonstock price has been and is likely to continue to be subject to wide fluctuations. FactorsaffectingthemarketOur stock price could be affected by many factors, some of which are beyond ourcommonstockinclude:control, including: the factors described in this Item 1, Part 1A of this Annual Report; announcements or rumors by us or our competitors regarding technological innovations, new services or service enhancements, strategic alliances, mergers, other strategic acquisitions or significant agreements, customer additions, customer cancellations or delays in customer purchases; investor sentiment regarding AI-related business models, our competitors, and our industry in general; variations in our financial results and how those results compare to analyst expectations;variationsin,andlimitationsof,thevariousfinancialandothermetricsandmodelingusedbyanalystsintheirresearchandreportsaboutourbusiness;forward-lookingguidancetoindustryandfinancialanalystsrelatedtofutureoperatingresults,theaccuracyofwhichmaybeimpactedbyvariousfactors,manyofwhicharebeyondourcontrol;ourabilitytomeetorexceedforward-lookingguidancewehavegivenortomeetorexceedtheexpectationsofinvestors,analystsorothers;ourabilitytogiveforward-lookingguidanceconsistentwithpastpractices;changes topreviousguidance or long-range targets, in the estimates of our operating results or in recommendations by securities analysts thatelecttofollow ourcommonstock;announcementsvariations in investors orrumorsoftechnologicalinnovations,newservicesanalysts valuation metrics and modeling for our business; the issuance of, changes to, orserviceenhancements,strategicalliances,mergersour ability to meet orotherstrategicacquisitionsexceed, our forward-looking guidance and long-range targets, estimates orsignificantagreementsrecommendations byusanalysts, orwithinourindustry;announcementsexpectations ofcustomeradditionsandcustomercancellationsinvestors, analysts ordelaysincustomerpurchases;others; the coverage of ourcommonstockbythefinancialmedia;recruitmentordepartureofkeypersonnel;disruptionsbusiness inourserviceduetocomputerhardware,software,networkordatacenterproblems;the press, social media, and analyst community; the economy as a whole, geopolitical conditions, including global trade and health concerns, market conditions in ourindustryandtheindustriesofourcustomers,customers industries, and financial institution instability; trading activityorpositionsbyalimitednumberofstockholderswhotogetherbeneficiallyownasignificantportionofouroutstandingcommonstock,aswellasotherstockholders, including institutional or activist investors;ourabilitytoexecuteonourShareRepurchaseProgramasplanned,includingwhetherwemeetinternalorexternalexpectationsaroundchanges in thetimingorpriceamounts and frequency of sharerepurchases,andanychangestotheprogram;repurchases or dividends; issuance of equity, debt or other convertible securities;anyincreasetoorreduction,suspensionoreliminationofdividendpayments;theinabilitytoconcludethatourinternalcontrolsoverfinancialreportingareeffective;changes to our credit ratings; and issues impacting our brand and reputation.- Some companies that have experienced volatility
29TableofContentsinthetradingpriceoftheir stock price have been the subject of securities class action litigation, such as the securities litigation brought against Slackthatwasbroughtbefore our acquisition. ProvisionsinouramendedandrestatedOur certificate of incorporation and bylawsandDelawarelawmightcontain provisions that could depress our stock price by acting to discourage, delay or prevent a changeofin control of the Company or changes in our managementand,therefore,depressthemarketpriceofthat ourcommonstock.stockholders may deem advantageous.- These provisions among other things: permit the Board to establish the number of directors; authorize the issuance of blank check preferred stock that our board could use to implement a stockholder rights plan (also known as a poison pill ); prohibit stockholder action by written consent,
whichrequiresrequiring all stockholder actions to be taken at ameetingofourstockholders;providethatstockholder meeting; permit the Boardisexpresslyauthorizedto make, alter or repeal our bylaws; and establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings. - A discontinuation of or reduction in our dividend payments could have a negative effect on our stock price. 29 Table of Contents General Risks Volatile and significantly weakened global economic conditions have in the past and may in the future adversely affect our industry, business and results of operations.
- In addition, geopolitical and domestic political developments, such as uncertainty regarding changes in trade
policypolicy, including the threat or imposition of tariffs or other trade restrictions and related retaliatory actions, as well as other events beyond our control, such as war in Ukraine and the regional conflict in the Middle East, have increased and may continue to increase levels of political and economic unpredictability globally and the volatility of global financial markets. - Geopolitical crises, natural disasters and other catastrophic events beyond our control have in the past and may in the future materially adversely affect us.
- Our business operations, as well as the business operations of our customers and third-party providers or suppliers that we rely
ontoconductourbusinessandthebusinessoperationsofourcustomerson, are subject to interruption by geopolitical crises, natural disasters, fire, power or water shutoffs or shortages, telecommunications failures, terrorist attacks, acts of violence, political and/or civil unrest, acts of war or other military actions, actual or threatened public health emergencies and other events beyond our control.30TableofContentsForexample,theoccurrenceofregionalconflicts,epidemicsoraglobalpandemichaveinthepastandmayinthefuturemateriallyaffecthowweandourcustomersoperateourbusinesses,aswellasouroperatingresultsandcashflows. - Although we maintain crisis management and disaster response plans, if such catastrophic events occur it could make it difficult or impossible for us to deliver our services to our
customers,andcoulddecreasecustomers or negatively impact demand for ourservices.services, which could materially and adversely affect our financial condition and operating results. - While we seek to mitigate our business risks associated with climate change by establishing appropriate environmental programs and partnering with organizations who are
alsofocused on mitigating their own climate-related risks, there are inherent climate-related risks where our business is conducted. - For example, our offices globally
havehistoricallyexperienced,andare projected to continue toexperience,experience climate-related events atanincreasingincreased frequency, including drought, water scarcity, heat waves, cold waves, flooding, wildfires and resultant air quality impacts and powershutoffsassociatedwithclimate-relatedevents.shutoffs. - Changing market dynamics, global policy developments and the increasing frequency and impact of extreme weather events on critical infrastructure in the United States and elsewhere have the potential to disrupt our business, as well as the business of the companies we invest in,
thebusinessofthird-party providers or suppliers that we relyontoconductourbusinesson, andthebusinessofour customers, and may cause us to experience higher attrition, losses and additional costs to maintain or resume operations. 30 Table of Contents - In particular, increased energy consumption, including as a result of AI-related growth, climate-related events, energy market volatility, and power grid
disruptionsdisruptions, may increase the operational costs related to inputs across our value chain, including for data centers.
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- Any defects or disruptions in our services that diminish demand for our services.
- Volatility in the market price of our common stock and associated litigation.
- These risks are mitigated, to the extent possible, by our ability to maintain and improve business and data governance policies and enhance processes and internal security controls, including our ability to escalate and respond to known and potential risks.
- For example, our ability to mitigate these risks may be impacted by the following: evolving techniques used to breach or sabotage IT systems and infrastructure, including as a result of the increased use of AI technologies by bad actors, which are generally not recognized until launched against a target, and could result in our being unable to anticipate or implement adequate measures to prevent such techniques; the increasing complexity of our internal IT systems as we incorporate and secure IT environments from acquired companies and early adoption of new technologies and new ways of sharing data; and our limited control over our customers or third-party technology providers (including those authorized by customers to access their data), or the processing of data by third-party technology providers, which may not allow us to maintain the integrity or security of such transmissions or processing.
- Additionally, as our market presence grows, we may face increased risks of cyberattacks or security threats, and as AI technologies, including generative AI models, develop rapidly, threat actors are using these technologies to create new sophisticated attack methods that are increasingly automated, targeted and coordinated and more difficult to defend against.
- A security breach or incident could result in unauthorized parties obtaining access to, or the denial of authorized access to, our IT systems or data, or our customers systems or data, including intellectual property and proprietary, sensitive or other confidential information.
- Finally, the detection, prevention and remediation of known or potential security vulnerabilities, including determining whether a cybersecurity incident is notifiable or reportable, may not be straightforward and may result in additional financial burdens due to additional direct and indirect costs to respond to or alleviate problems caused by the actual or perceived security breach, such as additional infrastructure capacity spending to mitigate any system degradation and the reallocation of resources from development activities.
- We may also encounter difficulties integrating acquired or licensed technologies into our services and in augmenting the technologies we use to meet quality standards that are consistent with our brand and reputation, which may result in our services containing errors or defects.
- They may also be subject to break-ins, sabotage, intentional acts of destruction or vandalism or similar misconduct, as well as local administrative actions, changes to legal or permitting requirements and litigation to stop, limit or delay operation.
- In addition, supply chain disruptions due to geopolitical developments in Europe may lead to power disruptions in regions where our facilities are located.
- Any loss of the right to use any of these hardware, software, data or cloud computing platforms could significantly increase our expenses and disrupt or otherwise result in delays in the provisioning of our services until equivalent technology is either developed by us, or, if available, is identified, obtained through purchase or license and integrated into our services, and no assurance can be provided that such equivalent technology would be developed or obtained in a timely manner or at all.
- We continue to evaluate such opportunities and expect to make such acquisitions in the future.
- Any of these risks could harm our business or negatively impact our results of operations.
- For example, several countries, including the United States and countries in Europe and the Asia-Pacific region, are considering or have adopted restrictions of varying kinds on transactions involving foreign investments and acquisitions.
- Antitrust authorities in a number of countries have also reviewed acquisitions in the technology industry with increased scrutiny.
- We have limited experience with determining optimal pricing for our consumption-based contracts.
- We intend to seek to continue to expand our international sales efforts.
- As we target more of our sales efforts at larger enterprise customers, including governmental entities, and specific industries, such as financial services and healthcare and life sciences, we may face greater costs, longer sales cycles, greater competition and less predictability in completing some of our sales.
- We offer certain products, such as Agentforce and Data Cloud, through a consumption-based pricing model, and we have limited experience with determining the optimal pricing for our consumption-based contracts.
- Due to customer flexibility in the timing of their consumption, we could have lower levels of customer consumption of our products than we expect may result in suboptimal 17 Table of Contents pricing for consumption-based contracts.
- If we do not develop adequate succession planning for our key personnel, the loss of one or more of our key employees or groups of employees could seriously harm our business.
- The workforce reduction was substantially completed by the end of fiscal 2024, and real estate actions are expected to be completed by the end of fiscal 2026.
- Additionally, throughout fiscal 2025 we initiated further targeted workforce and office space reductions.
- For example, we offer certain products, including Agentforce and Data Cloud, through a consumption-based business model and may increase the number of products through which we do so.
- We have limited experience with determining optimal pricing for our consumption-based contracts.
- Additionally, due to customer flexibility in the timing of their consumption, we could have lower levels of customer consumption of our products than we expect which may result in suboptimal pricing for consumption-based contracts.
- In addition, we have secured the naming rights to facilities controlled by third parties, such as office towers and a transit center, and any negative events or publicity arising in connection with these facilities could adversely impact our brand.
- The resulting gains or losses could be material depending on market conditions and events, particularly in periods with economic uncertainty, inflation, geopolitical conflict, volatile public equity markets or unsettled global market conditions.
- Policies we adopt or choose not to adopt on social and ethical issues, especially regarding the use of our products, may be unpopular with some of our employees or with our customers or potential customers, and have in the past impacted and may in the future impact our ability to attract or retain employees and customers.
- For example, we have been subject to allegations in legal proceedings that we should be liable for the use of certain of our products by third parties.
- Although we believe that we have a strong defense against these allegations, legal proceedings can be lengthy, expensive and disruptive to our operations and the outcome of any claims or litigation, regardless of the merits, is inherently uncertain.
- Inadequate or ineffective AI development, deployment, content labeling or governance by us or others that result in controversy could also impair the acceptance of AI solutions or result in unintended performance of the services.
- This in turn could undermine confidence in the decisions, predictions, analysis or other content that our AI applications produce, subjecting us to competitive harm, legal liability and brand or reputational harm.
- The rapid evolution of AI will require the application of resources to develop, test and maintain our products and services to help ensure that AI is implemented ethically in order to minimize unintended, harmful impact.
- Uncertainty around new and emerging AI applications such as generative AI content creation and AI agents will require additional investment in compliance, governance and the licensing or development of proprietary datasets, machine learning models and systems to test for accuracy, bias and other variables, which are often complex, may be costly and could impact our profit margin.
- Moreover, the move from AI content classification to AI content generation through our development of Agentforce and other generative AI products brings additional risks and responsibility.
- Known risks of generative AI currently include risks related to accuracy, bias, toxicity, privacy and security and data provenance.
- For example, AI technologies, including generative AI, may create content that appears correct but is factually inaccurate or flawed, or contains copyrighted or other protected material, and if our customers or others use this flawed or protected content to their detriment, or the owners of such copyrighted material seek to enforce their rights, we may be exposed to brand or reputational harm, competitive harm and/or legal liability.
- These laws continue to evolve, including, for example, India s Digital Personal Data Protection Act 2023, and as various jurisdictions introduce similar proposals, which often include subsequent rules and regulation, we and our customers become subject to additional regulatory burdens.
- In addition, various safe harbors have historically been provided to those who hosted content provided by others, such as safe harbors from monetary damages for copyright infringement arising from copyrighted content provided by customers and others and for defamation and other torts arising from information provided by customers and others.
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- There is an increasing demand for repealing or limiting these safe harbors by either judicial decision or legislation, and we have active legal proceedings that have been impacted by the repeal or limiting of safe harbors that were previously available to us.
- Loss of these safe harbors may require altering or limiting some of our services or may require additional contractual terms to avoid liabilities for our customers misconduct.
- Although we monitor the regulatory, judicial and legislative environment and have invested in addressing these developments, these laws may require us to make additional changes to our practices and services to enable us or our customers to meet the new legal requirements, and may also increase our potential liability exposure through new or higher potential penalties for noncompliance, including as a result of penalties, fines and lawsuits related to data breaches.
- Data Privacy Framework to foster EU-to-U.S. data transfers and address the concerns raised in the aforementioned CJEU decision, it is uncertain whether this framework will be overturned in court like the previous two EU-U.S. bilateral cross-border transfer frameworks.
- Our customers expect us to meet voluntary certification and other standards established by third parties.
- In December 2021, the Amsterdam District Court declared the Privacy Collective s claims against us inadmissible and dismissed the case, however, this ruling was appealed by the Privacy Collective.
- The appeal hearing took place in the Amsterdam Court of Appeal in February 2024 and the appellate court reversed the district court s judgment.
- We have appealed that appellate decision to the Dutch Supreme Court.
- We were also named as a defendant in a similar lawsuit brought in the UK, which has subsequently been dismissed.
- Furthermore, the uncertain and shifting regulatory environment and trust climate may raise concerns regarding data privacy and cybersecurity, which may cause our customers or our customers customers to resist providing the data necessary to allow our customers to use our services effectively.
- In addition, new products we develop or acquire in connection with changing events may expose us to liability or regulatory risk.
- Even the perception that the privacy and security of personal information are not satisfactorily protected or do not meet regulatory requirements could inhibit sales of our products or services and could limit adoption of our cloud-based solutions.
- Any failure or perceived failure by us to comply with such requirements could have an adverse impact on our business. 23 Table of Contents There are various statutes, regulations and rulings relevant to direct email marketing and text-messaging, including the Telephone Consumer Protection Act ( TCPA ) and related Federal Communication Commission orders, which impose significant restrictions on the ability to utilize telephone calls and text messages to mobile telephone numbers as a means of communication, when the prior consent of the person being contacted has not been obtained.
- These regulatory efforts could result in laws, regulations or interpretative positions that may require us to change certain of our business practices, undertake new compliance obligations or otherwise may have an adverse impact on our business and results.
- Our exposure to risks associated with various claims may be increased as a result of acquisitions of other companies.
- In addition, depending on the nature and timing of any such dispute, an unfavorable resolution of a legal matter could materially affect our current or future results of operations or cash flows in a particular period.
- Due to the unpredictability of future general economic and financial market conditions, including from the global economic impact of ongoing conflicts, such as the war in Ukraine and the regional conflict in the Middle East; the pace of change and innovation in enterprise cloud computing services; the impact of foreign currency exchange rate fluctuations; uncertainty regarding changes in trade policy; changing interest rates and inflation; the growing complexity of our business, including the use of multiple pricing and packaging models and the increasing amount of revenue from term software license sales; and our increasing focus on enterprise cloud computing services, we may not be able to realize our projected revenue growth plans.
- Such developments, for example, may include certain provisions introduced by certain Organization for Economic Co-operation and Development s proposals including the implementation of the global minimum tax under the Pillar Two model rules, and the European Commission s and certain major jurisdictions heightened interest in and taxation of 26 Table of Contents companies participating in the digital economy.
- Furthermore, governments responses to macroeconomic factors and tax revenue needs may lead to tax rule changes that could materially and adversely affect our cash flows and financial results.
- Our debt service obligations, lease commitments and other contractual obligations may adversely affect our financial condition, results of operations and cash flows.
- Our quarterly results are likely to fluctuate.
- Fluctuations have occurred due to known and unknown risks, such as the global economic impact of ongoing conflicts, including the war in Ukraine and the regional conflict in the Middle East, and uncertainty about the interest rate environment.
- Additionally, some of the important factors that may cause our revenues, operating results and cash flows to fluctuate from quarter to quarter include: general economic or geopolitical conditions, including the impacts of the war in Ukraine and the regional conflict in the Middle East; financial market conditions; uncertainty regarding the imposition of and changes in trade policies, including trade wars, tariffs or other trade restrictions or the threat of such actions; and increasing costs of operation; our ability to retain and increase sales to existing customers, attract new customers and satisfy our customers requirements, including large enterprise customers; the attrition rates for our services; the size and productivity of our workforce, as well as the cost to recruit and train new employees; the length of the sales cycle for our services; new product and service introductions by our competitors; changes in unearned revenue and remaining performance obligation; our ability to realize benefits from strategic partnerships, acquisitions or investments; our ability to execute and realize benefits from restructuring actions and other workforce reductions, or any similar actions taken in the future; variations in the revenue mix of our services and growth rates of our subscription and support offerings; the seasonality of our sales cycle, as well as timing of contract execution and term software license sales; the lack of certainty regarding customer usage and associated costs for consumption-based product offerings; changes in and expenses associated with our pricing policies and terms of contracts; the seasonality of our customers businesses, especially our Commerce service offering customers; fluctuations in foreign currency exchange rates; the amount and timing of operating costs and capital expenditures related to the operations and expansion of our business; the timing of commission, bonus and other compensation payments to employees; the cost, timing and management effort required for the introduction of new features to our services; the costs associated with acquiring and integrating new businesses and technologies; expenses related to our real estate or changes in the nature or extent of our use of existing real estate, including our office leases and our data center capacity and expansion; timing of additional investments in our enterprise cloud computing application and platform services and in our consulting services; expenses related to significant, unusual or discrete events, which are recorded in the period in which the events occur, including litigation or other dispute-related settlement payments; 28 Table of Contents income tax effects resulting from, but not limited to, tax law changes, court decisions on tax matters, global tax developments applicable to multinational corporations, changes in operations or business structures and acquisition activity; the timing of stock awards to employees and payroll and other withholding tax expenses; technical difficulties or service interruptions; changes in interest rates and our mix of investments, which impact the return on our investments in cash and marketable securities; changes in the fair value of our strategic investments, including changes due to impairments, particularly in periods of significant market fluctuations; equity or debt issuances, including as consideration in or in conjunction with acquisitions; evolving regulations of cloud computing, AI and cross-border data transfer restrictions and similar regulations; and regulatory compliance and acquisition costs.
- If we fail to meet or exceed operating results expectations or if securities analysts and investors have estimates and forecasts of our future performance that are unrealistic or that we do not meet, the market price of our common stock could decline.
- In addition, if one or more of the securities analysts who cover us adversely change their recommendations regarding our stock, the market price of our common stock could decline.
- The trading prices of the securities of technology companies have historically been highly volatile.
- In addition, if the market for technology stocks or the greater securities market in general experience uneven investor confidence, the market price of our common stock has and could in the future decline for reasons unrelated to us, including as a reaction to events that affect other companies within, or outside, our industry.
- Our amended and restated certificate of incorporation and bylaws contain provisions that could depress the market price of our common stock by acting to discourage, delay or prevent a change in control of the Company or changes in our management that the stockholders of the Company may deem advantageous.
- A discontinuation of or reduction in our dividend payments could have a negative effect on our stock price.
- Our corporate headquarters, and a significant portion of our personnel, research and development activities and other critical business operations, are located near major seismic faults in the San Francisco Bay Area.
- Because we do not carry earthquake insurance for direct earthquake-related losses and significant recovery time could be required to resume operations, our financial condition and operating results could be materially and adversely affected in the event of a major earthquake or catastrophic event, and the adverse effects of any such catastrophic event would be exacerbated if experienced at the same time as another unexpected and adverse event.
- Furthermore, it is more difficult to mitigate the impact of these events on our employees working remotely or at client sites.
- Perceived associations with data centers growing energy demand or data center/AI-related changes to existing environmental pledges in certain jurisdictions may also result in increased targeting of our sites and operations by activists.
- Additionally, failure to uphold, meet or make timely forward progress against our public commitments and goals related to climate action could adversely impact the resilience of our business to the impacts of climate-related events. 31 Table of Contents
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