8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 17, 2006

Date of Report (date of earliest event reported)

SALESFORCE.COM, INC.

(Exact name of Registrant as specified in charter)

Delaware	001-32224	94-3320693
(State or other jurisdiction of incorporation)	(Commission File Number)	(I. R. S. Employer Identification No.)

The Landmark @ One Market, Suite 300

San Francisco CA 94105

(Address of principal executive offices)

Registrant’s telephone number, including area code: (415) 901-7000

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 2 – Financial Information

Item 2.02 – Results of Operations and Financial Condition

On May 17, 2006, salesforce.com, inc. issued a press release announcing its results for the quarter ended April 30, 2006. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated by reference herein.

The press release attached to this current report on Form 8-K contains non-GAAP financial information. In addition to providing the Company’s net income (loss) and earnings (loss) per diluted share on a GAAP basis for the three months April 30, 2006 and 2005, the press release also provides non-GAAP net income and earnings per diluted share figures.

The non-GAAP financial measures are derived from the applicable GAAP figures by excluding:

• stock-based expenses recognized during the three months ended April 30, 2006 and 2005;

• the amortization expense of acquired intangible assets during the three months ended April 30, 2006 resulting from the Company’s acquisition of Sendia Corporation in April 2006; and

• a one-time, unusual income item of $285,000 recorded during the three months ended April 30, 2005

Effective February 1, 2006, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, or SFAS 123R, using the modified prospective transition method. As a result, the Company recognized pre-tax stock-based expense of $7.6 million during the three months ended April 30, 2006.

Prior to its adoption of SFAS 123R, the Company recognized stock-based compensation expense in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). Under APB 25, compensation expense of fixed stock options was based on the difference on the date of the grant between the deemed fair value of the Company’s stock and the exercise price of the option. The differences occurred prior to the Company’s initial public offering in June 2004 when there was no established public market for the Company’s common stock. Compensation expense was recognized on a straight-line basis over the option-vesting period of four years. As a result, the Company recognized stock-based expense of $0.9 million during the three months ended April 30, 2005.

Additionally, the financial statements for the three months ended April 30, 2006 reflect $89,000 of amortization expense resulting from the business combination accounting for the acquisition of Sendia Corporation.

The one-time unusual income item of $285,000, which was recorded during the three months ended April 30, 2005, was due to the reduction in accrued liabilities associated with office space the Company abandoned in December 2001. In March 2005, the Company entered into an agreement with its primary landlord that released the Company from a portion of the future obligations associated with office space in exchange for the agreement to lease additional office space elsewhere in the building.

Management provides these non-GAAP financial measures to give investors a more complete understanding of the Company’s underlying operational results and trends in its performance.

The Company generally uses non-GAAP financial measures for assessing its performance against management targets, which do not account for certain items, as a basis for making strategic decisions and as a means to evaluate period-to-period comparisons. It believes that use of non-GAAP numbers is important as these figures ignore certain events and activities that could obscure or enhance trends or other factors affecting its business. This is especially true when, as in this quarter, the GAAP financial

information includes a number of charges that did not exist in the Company’s prior comparable reporting periods. For these reasons, the Company believes that these non-GAAP measures are also useful to investors. Further, the Company believes that the financial analysts who regularly follow and report on the Company or sector exclude items such as these when analyzing performance relative to guidance, their financial performance estimates and the performance of other sector participants, and in projecting future financial results.

These non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, GAAP measures of earnings per share. The Company’s non-GAAP numbers may be different from those of other companies and direct comparison should not be relied upon.

The information in this current report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release dated May 17, 2006

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: May 17, 2006	salesforce.com, inc.
	/s/ David Schellhase
	David Schellhase, Senior Vice President and General Counsel

Exhibit Index

Exhibit Number	Exhibit Title
99.1	Press Release dated May 17, 2006

EX-99.1

Exhibit 99.1

Contacts:

David Havlek

salesforce.com

Investor Relations

415-536-2171

dhavlek@salesforce.com

Bruce Francis

salesforce.com

Public Relations

415-536-6972

bfrancis@salesforce.com

Salesforce.com Announces Record Fiscal First Quarter Results

First on-demand business service provider to exceed $100-million in revenue in a single quarter

• Record Revenue of $104.7M, up 63% year-over-year

• Company Raises Full Year Fiscal 2007 Guidance

• Paying Subscribers rise 45,000 to 444,000, up 66% year-over-year

• Customers rise 2,200 to 22,700, up 46% year-over-year

• Fully Diluted Non-GAAP EPS of $0.04

• GAAP EPS approximately break-even

• AppExchange exceeds 200 On-Demand Applications

• Largest Enterprise Implementation Now at 7,500 Subscribers

SAN FRANCISCO, Calif. – May 17, 2006 – Salesforce.com (NYSE: CRM), the market and technology leader in on-demand business services, today announced results for its fiscal first quarter ended April 30, 2006.

“I am excited to announce that salesforce.com is the first on demand business services provider to exceed one hundred million dollars in a single quarter,” said Marc Benioff, chairman and CEO of salesforce.com. “Over 22,000 customers and 444,000 subscribers have chosen our salesforce.com and AppExchange on demand business services instead of traditional enterprise software to create this important industry milestone. Our largest implementation is now 7,500 subscribers, demonstrating the unique ability of the on demand model to scale from the largest enterprises in the world to the smallest.”

Salesforce.com delivered the following results for the first quarter of fiscal year 2007:

Customers and Paying Subscribers: Net paying subscribers rose approximately 45,000 during Q1 to exit the quarter at approximately 444,000 total subscribers. This ending total represents an increase of 66% from Q1 of the prior year, and an increase of 11% from the prior quarter. Customers rose approximately 2,200 during the quarter and totaled approximately 22,700, an increase of 46% from Q1 of the prior year, and an increase of 11% from the prior quarter.

Revenue: Total revenue was $104.7 million, an increase of 63% on a year-over-year basis and an increase of 15% on a quarter-to-quarter basis. Subscription and support revenues were $94.5 million, an increase of 62% on a year-over-year basis and an increase of 15% on a quarter-to-quarter basis. Professional services and other revenues were $10.2 million, an increase of 70% on a year-over-year basis and an increase of 18% on a quarter-to-quarter basis.

Earnings per Share: GAAP earnings per share were approximately break-even. Non-GAAP earnings per diluted share, excluding the effects of stock based compensation and amortization of purchased intangibles related to acquisitions, were $0.04. For the basis of non-GAAP EPS calculations, a diluted share count of 120 million shares was used.

Cash: Cash from operations for the fiscal first quarter was $12.4 million.

Deferred Revenue: Deferred revenue on the balance sheet as of April 30, 2006 was $182 million, an increase of 74% on a year-over-year basis and 8% on a quarter-to-quarter basis.

Based on information as of May 17, 2006, Salesforce.com is initiating guidance for its second quarter fiscal 2007 ending July 31, 2006, and updating guidance for its full fiscal year 2007 ending January 31, 2007.

Q2 FY07: Revenue for the company’s second fiscal quarter is expected to be in the range of approximately $112 million to approximately $114 million. Non-GAAP earnings per diluted share, excluding the effects of stock based compensation and amortization of purchased intangibles associated with acquisitions, are expected to be in the range of approximately $0.03 to approximately $0.04. This further assumes an estimated average of 121 million diluted shares outstanding and an estimated non-GAAP effective tax rate of 45%. The company expects to report a GAAP loss of approximately $0.02 to $0.04 per share for the second quarter.

Full Year FY07: The company today is raising its revenue outlook for its fiscal year 2007, and now expects full year revenue of approximately $478 million to approximately $483 million. Non-GAAP earnings per diluted share, excluding the effects of stock based compensation and amortization of purchased intangibles associated with acquisitions, are expected to be in the range of approximately $0.17 to $0.19. This estimate is in-line with the company’s prior outlook. This outlook further assumes an estimated average of 122 million diluted shares outstanding and an estimated non-GAAP effective tax rate of 45%. The company expects to report a GAAP loss of approximately $0.05 to $0.08 per share for its full fiscal year 2007.

Quarterly Conference Call

Salesforce.com will host a conference call to discuss its first quarter and fiscal 2007 results at 2:00 p.m. Pacific Daylight Time today. A live audio webcast of the conference call, together with detailed financial information, can be accessed through the company’s Investor Relations Web site at http://www.salesforce.com/investor. In addition, an archive of the webcast can be accessed through the same link. Participants who choose to call into the conference call can do so by dialing 866-901-SFDC or 866-901-7332. International participants may dial 706-758-3772. A replay will be available until midnight Eastern Daylight Time on June 2, 2006 and can be accessed by dialing, (800) 642-1687 or (706) 645-9291, passcode 8249998.

About salesforce.com

Salesforce.com is the market and technology leader in on-demand business services. The company’s Salesforce suite of on-demand applications enables customers to manage and share all of their sales, support, marketing and partner information on-demand. AppExchange, salesforce.com’s on-demand platform, allows customers and partners to build powerful new applications quickly and easily, customize and integrate the Salesforce suite to meet their unique business needs, and distribute and sell on-demand apps at www.appexchange.com. Customers can also take advantage of Successforce, salesforce.com’s world-class training, support, consulting and best practices offerings.

As of April 30, 2006, salesforce.com manages customer information for approximately 22,700 customers and approximately 444,000 paying subscribers including Advanced Micro Devices (AMD), America Online (AOL), Avis/Budget Rent A Car (Cendant Rental Car Group), Dow Jones Newswires, Nokia, Polycom and SunTrust. Any unreleased services or features referenced in this or other press releases or public statements are not currently available and may not be delivered on time or at

all. Customers who purchase salesforce.com applications should make their purchase decisions based upon features that are currently available. Salesforce.com has headquarters in San Francisco, with offices in Europe and Asia, and trades on the New York Stock Exchange under the ticker symbol “CRM”. For more information please visit http://www.salesforce.com, or call 1-800-NO-SOFTWARE.

###

“Safe harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements about expected revenue and GAAP and Non-GAAP earnings per share for the second fiscal quarter of 2007 and the full fiscal year 2007, the achievement of which involve risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions proves incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make.

The risks and uncertainties referred to above include - but are not limited to - risks associated with possible fluctuations in our operating results and rate of growth, errors, interruptions or delays in our service or our Web hosting, our new business model, our history of operating losses, the possibility that we will not remain profitable, breach of our security measures, the emerging market in which we operate, our relatively limited operating history, our ability to hire, retain and motivate our employees and manage our growth, competition, our ability to continue to release and gain customer acceptance of new and improved versions of our service, our belief that Sendia Corporation’s wireless solution will provide value to our customers, customer and partner acceptance of the AppExchange, successful customer deployment and utilization of our services, unanticipated changes in our effective tax rate, fluctuations in the number of shares outstanding, the price of such shares, foreign currency exchange rates and interest rates.

Further information on these and other factors that could affect our financial results is included in the reports on Forms 10-K, 10-Q and 8-K and in other filings we make with the Securities and Exchange Commission from time to time, including our Form 10-K for the fiscal year ended January 31, 2006. These documents are available on the SEC Filings section of the Investor Information section of our website at www.salesforce.com/investor.

Salesforce.com, inc. assumes no obligation and does not intend to update these forward-looking statements, except as required by law.

Salesforce.com is a registered trademark of, and The Business Web, AppExchange and Successforce are trademarks of, salesforce.com, Inc., San Francisco, California. Other names used may be trademarks of their respective owners.

salesforce.com, inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

	Three Months Ended April 30,
	2006			2005
	(unaudited)
Revenues:
Subscription and support	$	94,493		$	58,190
Professional services and other		10,193			5,987
Total revenues		104,686			64,177
Cost of revenues (1):
Subscription and support		12,775			5,336
Professional services and other		11,785			6,629
Total cost of revenues		24,560			11,965
Gross profit		80,126			52,212
Operating expenses (1):
Research and development		8,825			4,302
Marketing and sales		52,016			34,502
General and administrative		19,405			9,423
Lease recovery		0			(285	)
Total operating expenses		80,246			47,942
Income (loss) from operations		(120	)		4,270
Interest, net		2,979			1,441
Other income (expense)		(599	)		44
Income before provision for income taxes and minority interest		2,260			5,755
Provision for income taxes		(2,005	)		(1,151	)
Income before minority interest		255			4,604
Minority interest in consolidated joint venture		(484	)		(224	)
Net income (loss)		($229	)	$	4,380
Basic net income (loss) per share	$	0.00		$	0.04
Diluted net income (loss) per share	$	0.00		$	0.04
Shares used in computing basic net income (loss) per share		110,957			105,221
Shares used in computing diluted net income (loss) per share		110,957			116,367
_____________ (1)    Amounts include stock-based expenses, as follows:
Cost of revenues	$	1,154		$	150
Research and development		720			88
Marketing and sales		3,482			362
General and administrative		2,250			256
Total stock-based expenses	$	7,606		$	856

salesforce.com, inc.

Condensed Consolidated Statements of Operations

As a percentage of total revenues:

(Unaudited)

	Three Months Ended April 30,
	2006		2005
Revenues:
Subscription and support	90	%	91	%
Professional services and other	10		9
Total revenues	100		100
Cost of revenues:
Subscription and support	12		9
Professional services and other	11		10
Total cost of revenues	23		19
Gross profit	77		81
Operating expenses:
Research and development	8		6
Marketing and sales	50		54
General and administrative	19		14
Lease recovery	0		0
Total operating expenses	77		74
Income (loss) from operations	0		7
Interest, net	3		2
Other income (expense)	(1	)	0
Income before provision for income taxes and minority interest	2		9
Provision for income taxes	(2	)	(2	)
Income before minority interest	0		7
Minority interest in consolidated joint venture	0		0
Net income (loss)	0	%	7	%
_____________ Stock-based expenses as a percentage of total revenues, as follows:
Cost of revenues	1	%	0	%
Research and development	1		0
Marketing and sales	3		1
General and administrative	2		0
Total stock-based expenses	7	%	1	%

salesforce.com, inc.

Condensed Consolidated Balance Sheets

(in thousands)

	April 30, 2006			January 31, 2006
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	128,573		$	99,842
Short-term marketable securities		104,584			107,723
Accounts receivable, net		72,337			76,128
Deferred commissions		12,731			13,186
Deferred income taxes		994			0
Prepaid expenses and other current assets		9,397			6,338
Total current assets		328,616			303,217
Marketable securities, noncurrent		65,156			89,227
Restricted cash		0			0
Fixed assets, net		24,786			24,216
Deferred commissions, noncurrent		3,804			3,889
Deferred income taxes, noncurrent		17,464			10,416
Goodwill		7,239			0
Other assets		10,391			3,784
Total assets	$	457,456		$	434,749
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	7,720		$	10,212
Accrued expenses and other current liabilities		40,424			48,782
Income taxes payable		3,120			2,650
Deferred income taxes		5,039			3,191
Deferred revenue		182,036			169,175
Current portion of capital lease obligations		620			615
Total current liabilities		238,959			234,625
Capital lease obligations, net of current portion		28			184
Long-term lease abandonment liability and other		1,181			1,155
Deferred income taxes, noncurrent		2,513			0
Minority interest		2,898			2,414
Total liabilities		245,579			238,378
Stockholders’ equity:
Common stock		111			111
Additional paid-in capital		250,367			237,010
Deferred stock-based compensation		0			(2,531	)
Accumulated other comprehensive loss		(2,258	)		(2,105	)
Accumulated deficit		(36,343	)		(36,114	)
Total stockholders’ equity		211,877			196,371
Total liabilities and stockholders’ equity	$	457,456		$	434,749

salesforce.com, inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

	Three Months Ended April 30,
	2006			2005
	(unaudited)
Operating activities:
Net income (loss)		($229	)	$	4,380
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Minority interest		484			224
Depreciation and amortization		2,236			1,121
Amortization of deferred commissions		5,127			3,402
Amortization of purchased intangibles		89			0
Lease recovery		0			(285	)
Expenses related to stock-based awards		7,606			856
Changes in assets and liabilities		(2,897	)		8,212
Net cash provided by operating activities		12,416			17,910
Investing activities:
Business combination, net		(15,502	)		0
Restricted cash		0			(94	)
Changes in marketable securities		27,208			(6,515	)
Capital expenditures		(2,595	)		(9,157	)
Net cash used in investing activities		9,111			(15,766	)
Financing activities:
Proceeds from the exercise of stock options and warrants		5,503			2,152
Tax benefits from employee stock plans		2,600			0
Collection of notes receivables		0			727
Principal payments on capital lease obligations		(151	)		(140	)
Repurchase of unvested shares		0			(4	)
Net cash provided by financing activities		7,952			2,735
Effect of exchange rate changes		(748	)		(6	)
Net increase in cash and cash equivalents		28,731			4,873
Cash and cash equivalents, beginning of period		99,842			35,731
Cash and cash equivalents, end of period	$	128,573		$	40,604

salesforce.com, inc.

Additional Metrics

(Unaudited)

	April 30, 2006			January 31, 2006			October 31, 2005		July 31, 2005		April 30, 2005		January 31, 2005
Customer and subscriber data:
Approximate number of customers		22,700			20,500			18,700		16,900		15,500		13,900
Approximate number of paying subscriptions (1)		444,000			399,000			351,000		308,000		267,000		227,000
Full Time Equivalent Headcount		1,480			1,304			1,116		1,059		876		767
Financial data (in thousands):
Cash, cash equivalents and marketable securities	$	298,313		$	296,792		$	256,853	$	232,710	$	217,004	$	205,938
Deferred revenue	$	182,036		$	169,175		$	127,110	$	117,311	$	104,645	$	95,900
	Three Months Ended April 30,
	2006			2005
	(unaudited)
Revenues by geography (in thousands):
Americas	$	83,025		$	50,912
Europe		14,950			9,383
Asia Pacific		6,711			3,882
	$	104,686		$	64,177
As a percentage of total revenues:
Revenues by geography:
Americas		79	%		79	%
Europe		14			15
Asia Pacific		7			6
		100	%		100	%

(1) Paying subscriptions are defined as unique user accounts, purchased by customers for use by their employees and other customer-authorized users that have not been suspended for non-payment and for which we are recognizing subscription revenue.

salesforce.com, inc.

GAAP / Non-GAAP Reconciliation

(in thousands, except per share data)

(unaudited)

	Three Months Ended April 30, 2006									Three Months Ended April 30, 2005
	GAAP Reported			Adjustments			Non-GAAP Results			GAAP Reported			Adjustments			Non-GAAP Results
Revenues	$	104,686			0		$	104,686		$	64,177					$	64,177
Cost of revenues (1) (2)		24,560			(1,233	)		23,327			11,965			(150	)		11,815
Gross profit		80,126			1,233			81,359			52,212			150			52,362
Operating expenses (1):
Research and development		8,825			(720	)		8,105			4,302			(88	)		4,214
Marketing and sales (2)		52,016			(3,492	)		48,524			34,502			(362	)		34,140
General and administrative		19,405			(2,250	)		17,155			9,423			(256	)		9,167
Lease recovery (3)		0			0			0			(285	)		285			0
Total operating expenses		80,246			(6,462	)		73,784			47,942			(421	)		47,521
Income (loss) from operations		(120	)		7,695			7,575			4,270			571			4,841
Interest, net		2,979			0			2,979			1,441						1,441
Other income (expense)		(599	)		0			(599	)		44						44
Income before benefit (provision) for income taxes and minority interest		2,260			7,695			9,955			5,755			571			6,326
Benefit (provision) for income taxes (4)		(2,005	)		(2,475	)		(4,480	)		(1,151	)		(114	)		(1,265	)
Income before minority interest		255			5,220			5,475			4,604			457			5,061
Minority interest in consolidated joint venture		(484	)		0			(484	)		(224	)					(224	)
Net income (loss)		($229	)	$	5,220		$	4,991		$	4,380		$	457		$	4,837
Basic net income per share	$	0.00		$	0.05		$	0.04		$	0.04		$	0.00		$	0.05
Diluted net income per share		0.00			0.04			0.04			0.04			0.00			0.04
Shares used in computing basic net income per share		110,957			110,957			110,957			105,221			105,221			105,221
Shares used in computing diluted net income per share		110,957			119,868			119,868			116,367			116,367			116,367

To supplement our consolidated financial statements presented on a GAAP basis, salesforce.com uses non-GAAP measures of net income and earnings per share, which are adjusted to exclude certain costs, such as stock-based expenses and the effect of business combination entries related to acquisitions, and income, such as the lease recovery, that we believe are appropriate to enhance the overall understanding and comparison with our past financial performance and trends and also our prospects for the future. These adjustments to our GAAP results are made with the intent of providing both management and investors a more complete understanding of salesforce.com’s underlying operational results and trends and our performance. We believe the use of non-GAAP numbers is important as these figures ignore certain events and activities that could obscure or enhance trends or other factors affecting our business. This is especially true when, as in this quarter, the GAAP financial information includes a number of charges that did not exist in prior reporting periods.

The presentation of non-GAAP financial results is not meant to be considered in isolation or as a substitute for net income or earnings per share prepared in accordance with generally accepted accounting principles in the United States. Investors should be aware that non-GAAP financial measures have inherent limitations and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Our non-GAAP numbers may be different from those of other companies and direct comparison should not be relied upon.

Explanation of adjustments

(1) The non-GAAP adjustments include stock-based expenses and the amortization of capitalized stock based charges, as follows:

	Three Months Ended April 30,
	2006		2005
Cost of revenues	$	1,154	$	150
Research and development		720		88
Marketing and sales		3,482		362
General and administrative		2,250		256
Total stock-based expenses	$	7,606	$	856

(2) Acquisition charges include the amortization of purchased intangible assets.

	Three Months Ended April 30,
	2006		2005
Cost of revenues	$	79	$	0
Marketing and sales		10		0
Total amortization of purchased intangible assets	$	89	$	0

(3) The lease recovery relates to the reduction in accruals associated with the San Francisco, California office space that we abandoned in December 2001. We believe this income amount to be outside of our core results and thus appropriate to exclude from our financial results

(4) The tax impact of the non-GAAP adjustments described above.