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 21, 2008

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)	(IRS 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 (see General Instruction A.2. below):

¨ 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 21, 2008, the Company issued a press release announcing its results for the quarter ended April 30, 2008. 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 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 21, 2008

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 21, 2008	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 21, 2008

EX-99.1

Exhibit 99.1

David Havlek

salesforce.com

Investor Relations

415-536-2171

dhavlek@salesforce.com

Jane Hynes

salesforce.com

Public Relations

415-901-5079

jhynes@salesforce.com

Salesforce.com Announces Record Fiscal First Quarter Results

First Ever Software-as-a-Service Company to Exceed $950M Annual Revenue Run Rate

• Record Revenue of $248 Million, up 52% Year-Over-Year

• Record Operating Cash Flow of $84 Million, up 128% Year-Over-Year

• GAAP EPS of $0.08, up from $0.01 Year-Over-Year

• Net Paying Customers Rise 2,600 to a record 43,600

• Total Cash and Marketable Securities Increases $303 Million Year-Over-Year to $751 Million

• Company Raises FY09 Revenue & GAAP EPS Guidance to $1.060 - $1.065 Billion and $0.33 - $0.34 Respectively

SAN FRANCISCO, Calif. – May 21, 2008 – Salesforce.com (NYSE: CRM), the market and technology leader in Software-as-a-Service (SaaS) and Platform-as-a-Service (PaaS), today announced results for its fiscal first quarter ended April 30, 2008.

“First quarter revenues were up 52% year-over-year, and well above our guidance,” said Marc Benioff, Chairman and CEO. “And our growing profitability contributed to GAAP EPS of eight cents per share, up from one cent a year ago, and record operating cash of $84M, an increase of 128% from the prior year. Salesforce.com has now generated more than a quarter billion dollars of operating cash in the last 12 months alone.”

Salesforce.com delivered the following results for its first quarter fiscal year 2009:

Revenue: Total Q1 revenue was $247.6 million, an increase of 52% on a year-over-year basis and an increase of 14% on a quarter-over-quarter basis. Subscription and support revenues were $225.3 million, an increase of 53% on a year-over-year basis and an increase of 15% on a quarter-over-quarter basis. Professional services and other revenues were $22.3 million, an increase of 51% on a year-over-year basis and an increase of 9% on a quarter-over-quarter basis.

Earnings per Share: Q1 GAAP diluted earnings per share were approximately $0.08, including approximately $18 million in stock based compensation and approximately $1.3 million in amortization of purchased intangibles related to previously announced acquisitions. For the basis of Q1 GAAP EPS calculations, there was an average of approximately 124 million diluted shares outstanding during the quarter.

Customers Additions: Net paying customers rose approximately 2,600 during the quarter to approximately 43,600. Compared with the year ago quarter, net paying customers have grown by approximately 11,300.

Cash: Cash from operations for the fiscal first quarter was approximately $84 million, up 128% year-over-year, up 4% from Q4, and a company record for the 3^rd consecutive quarter. Total cash, cash equivalents and marketable securities finished the quarter at approximately $751 million, an increase of approximately $81 million from Q4 and up approximately $303 million from the year prior.

Deferred Revenue: Deferred revenue on the balance sheet as of April 30, 2008 was approximately $470 million, an increase of 59% on a year-over-year basis and a decline of 2% on a quarter-over-quarter basis.

As of May 21, 2008, salesforce.com is initiating guidance for its second quarter, fiscal year 2009. In addition, for its full fiscal year 2009 the company is raising its revenue and EPS guidance.

Q2 FY09: Revenue for the company’s second fiscal quarter is projected to be in the range of approximately $258 million to approximately $259 million. GAAP diluted EPS is expected to be in the range of approximately $0.07 to $0.08. This estimate includes the effects of stock based compensation and the amortization of purchased intangibles. For the second fiscal quarter, stock based compensation expense is expected to be approximately $19 million, and the expense associated with amortization of purchased intangibles is now expected to be approximately $1.3 million. For purposes of the Q2 GAAP EPS calculation, the company is expecting an average diluted shares count of approximately 125 million shares, and a GAAP tax rate of 48%.

Full Year FY09: The company today is raising the full year revenue guidance it provided on February 27, 2008, with revenue now expected to be approximately $1.060 billion to approximately $1.065 billion. The company is also raising its earnings outlook for the full year, expecting GAAP diluted EPS to be in the range of approximately $0.33 to $0.34. GAAP EPS estimates include the effects of stock based compensation and the amortization of purchased intangibles. For the full fiscal year 2009, stock based compensation expense is expected to be approximately $83 million, and the expense associated with the amortization of purchased intangibles is currently expected to be approximately $5.3 million. For purposes of the full fiscal year 2009 GAAP EPS calculation, the company is expecting an average diluted shares count of approximately 125 million shares, and a GAAP tax rate of 48%.

Quarterly Conference Call

Salesforce.com will host a conference call to discuss its first quarter fiscal 2009 results today at 2:00 p.m. Pacific Time. 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 in to the conference call can do so by dialing domestically 866-901-SFDC or 866-901-7332 and internationally 706-902-1764. A replay will be available at (800) 642-1687 or (706) 645-9291, passcode 46678383, until midnight Eastern Time June 13, 2008.

About salesforce.com

Salesforce.com is the market and technology leader in Software-as-a-Service (SaaS) and Platform-as-a-Service (PaaS). The company’s portfolio of SaaS applications, including its award-winning CRM, available at http://www.salesforce.com/products/, has revolutionized the ways that customers manage and share business information over the Internet. The company’s Force.com PaaS enables customers, developers and partners to build powerful on-demand applications that deliver the benefits of multi-tenancy across the enterprise. Applications built on the Force.com platform, available at http://www.force.com/, can be easily shared, exchanged and installed with a few simple clicks via salesforce.com’s AppExchange marketplace available at http://www.salesforce.com/appexchange/.

As of April 30, 2008, salesforce.com manages customer information for approximately 43,600 customers including ABN AMRO, Dow Jones Newswires, Japan Post, Kaiser Permanente, KONE, Sprint Nextel, and SunTrust Banks. 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 earnings per share for the second fiscal quarter of 2009 and the full fiscal year 2009, and our expected tax rate, stock based compensation expense, amortization rate, and shares outstanding, the achievement of which involve risks, uncertainties and assumptions. If any such risks or uncertainties materialize or if any of the assumptions prove 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 financial and operating results, rate of growth and anticipated revenue run rate; errors, interruptions or delays in our service or our Web hosting; breaches of our security measures; the impact of any future acquisitions, the nature of our business model; our ability to continue to release, and gain customer acceptance of, new and improved versions of our service; successful customer deployment and utilization of our existing and future services; competition; various financial aspects of our subscription model; the emerging market in which we operate; our ability to hire, retain and motivate our employees and manage our growth; changes in our customer base; technological developments; unanticipated changes in our effective tax rate; and fluctuations in the number of shares we have 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-Q that will be filed for the quarter ended April 30, 2008 and our Form 10-K for the fiscal year ended January 31, 2008. 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.

Copyright (c) 2008 salesforce.com, inc. All rights reserved. Salesforce and the “no software” logo are registered trademarks of salesforce.com, inc., and salesforce.com owns other registered and unregistered trademarks. Other names used herein may be trademarks of their respective owners.

salesforce.com, inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(Unaudited)

	Three Months Ended April 30,
	2008			2007
Revenues:
Subscription and support	$	225,341		$	147,690
Professional services and other		22,281			14,722
Total revenues		247,622			162,412
Cost of revenues (1):
Subscription and support		28,710			20,184
Professional services and other		22,588			18,983
Total cost of revenues		51,298			39,167
Gross profit		196,324			123,245
Operating expenses (1):
Research and development		19,767			14,121
Marketing and sales		122,704			83,925
General and administrative		38,432			25,085
Total operating expenses		180,903			123,131
Income from operations		15,421			114
Interest, net		6,722			5,007
Other income (expense)		(763	)		169
Income before provision for income taxes and minority interest		21,380			5,290
Provision for income taxes		(10,311	)		(3,842	)
Income before minority interest		11,069			1,448
Minority interest in consolidated joint venture		(1,514	)		(718	)
Net income	$	9,555		$	730
Basic net income per share	$	0.08		$	0.01
Diluted net income per share	$	0.08		$	0.01
Shares used in computing basic net income per share		119,778			114,987
Shares used in computing diluted net income per share		124,414			120,635
(1)    Amounts include stock-based expenses, as follows:
Cost of revenues	$	2,675		$	1,774
Research and development		2,099			1,277
Marketing and sales		8,121			5,619
General and administrative		5,170			3,342
Total stock-based expenses	$	18,065		$	12,012

salesforce.com, inc.

Condensed Consolidated Statements of Operations

As a percentage of total revenues:

(Unaudited)

	Three Months Ended April 30,
	2008		2007
Revenues:
Subscription and support	91	%	91	%
Professional services and other	9		9
Total revenues	100		100
Cost of revenues:
Subscription and support	12		12
Professional services and other	9		12
Total cost of revenues	21		24
Gross profit	79		76
Operating expenses:
Research and development	8		9
Marketing and sales	50		52
General and administrative	15		15
Total operating expenses	73		76
Income from operations	6		0
Interest, net	3		3
Other income (expense)	0		0
Income before provision for income taxes and minority interest	9		3
Provision for income taxes	(4	)	(2	)
Income before minority interest	5		1
Minority interest in consolidated joint venture	(1	)	(1	)
Net income	4	%	0	%
Stock-based expenses as a percentage of total revenues, as follows:
Cost of revenues	1	%	1	%
Research and development	1		1
Marketing and sales	3		3
General and administrative	2		2
Total stock-based expenses	7	%	7	%

salesforce.com, inc.

Condensed Consolidated Balance Sheets

(in thousands)

	April 30, 2008			January 31, 2008
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	378,548		$	279,095
Short-term marketable securities		116,535			171,748
Accounts receivable, net		143,909			220,061
Deferred commissions		34,937			35,679
Deferred income taxes		7,310			7,173
Prepaid expenses and other current assets		32,170			27,055
Total current assets		713,409			740,811
Marketable securities, noncurrent		255,550			218,957
Fixed assets, net		56,816			41,380
Deferred commissions, noncurrent		15,104			16,435
Deferred income taxes, noncurrent		32,301			26,512
Capitalized software, net		22,969			23,061
Goodwill		8,556			8,556
Other assets		14,888			13,881
Total assets	$	1,119,593		$	1,089,593
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	19,315		$	7,478
Accrued expenses and other current liabilities		102,596			125,996
Income taxes payable		1,155			3,622
Deferred revenue		457,913			468,821
Total current liabilities		580,979			605,917
Income taxes payable, noncurrent		9,511			8,465
Long-term lease abandonment liability and other		3,195			2,136
Deferred revenue, noncurrent		12,384			12,073
Minority interest		10,457			8,943
Total liabilities		616,526			637,534
Stockholders’ equity:
Common stock		120			119
Additional paid-in capital		514,621			471,802
Accumulated other comprehensive loss		(3,643	)		(2,276	)
Accumulated deficit		(8,031	)		(17,586	)
Total stockholders’ equity		503,067			452,059
Total liabilities and stockholders’ equity	$	1,119,593		$	1,089,593

salesforce.com, inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(Unaudited)

	Three Months Ended April 30,
	2008			2007
Operating activities:
Net income	$	9,555		$	730
Adjustments to reconcile net income to net cash provided by operating activities:
Minority interest		1,514			718
Depreciation and amortization		8,158			4,848
Amortization of deferred commissions		14,723			9,039
Expenses related to stock-based awards		18,065			12,012
Excess tax benefits from employee stock plans		(12,698	)		(6,286	)
Changes in assets and liabilities		44,515			15,769
Net cash provided by operating activities		83,832			36,830
Investing activities:
Changes in marketable securities		16,540			(34,212	)
Capital expenditures		(24,177	)		(15,957	)
Net cash used in investing activities		(7,637	)		(50,169	)
Financing activities:
Proceeds from the exercise of stock options and warrants		11,485			8,300
Excess tax benefits from employee stock plans		12,698			6,286
Principal payments on capital lease obligations		(5	)		(157	)
Net cash provided by financing activities		24,178			14,429
Effect of exchange rate changes		(920	)		(206	)
Net increase in cash and cash equivalents		99,453			884
Cash and cash equivalents, beginning of period		279,095			86,608
Cash and cash equivalents, end of period	$	378,548		$	87,492

salesforce.com, inc.

Additional Metrics

(Unaudited)

	April 30, 2008		Jan 31, 2008		Oct 31, 2007		Jul 31, 2007		Apr 30, 2007		Jan 31, 2007		Oct 31, 2006
Full Time Equivalent Headcount		2,864		2,606		2,461		2,302		2,243		2,070		1,807
Financial data (in thousands):
Cash, cash equivalents and marketable securities	$	750,633	$	669,800	$	571,003	$	497,191	$	448,071	$	412,512	$	371,278
Deferred revenue, current and non-current	$	470,297	$	480,894	$	340,808	$	321,852	$	295,672	$	284,063	$	219,431

	Three Months Ended April 30,
	2008			2007
Revenues by geography (in thousands):
Americas	$	178,371		$	124,452
Europe		45,164			25,574
Asia Pacific		24,087			12,386
	$	247,622		$	162,412
As a percentage of total revenues:
Revenues by geography:
Americas		72	%		77	%
Europe		18			16
Asia Pacific		10			7
		100	%		100	%