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Dynamic quotes 
OFFON

SALESFORCE.COM, INC.

(CRM)
  Report
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SALESFORCE.COM, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

12/02/2021 | 04:19pm EST
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended
("Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended ("Exchange Act"). Words such as "expects," "anticipates," "aims,"
"projects," "intends," "plans," "believes," "estimates," "seeks," "assumes,"
"may," "should," "could," "would," "foresees," "forecasts," "predicts,"
"targets," "commitments," variations of such words and similar expressions are
intended to identify such forward-looking statements, which may consist of,
among other things, trend analyses and statements regarding future events,
future financial performance, anticipated growth, industry prospects and the
anticipated impact on our business of the ongoing COVID-19 pandemic and related
public health measures. These forward-looking statements are based on current
expectations, estimates and forecasts, as well as the beliefs and assumptions of
our management, and are subject to risks and uncertainties that are difficult to
predict, including: the impact of, and actions we may take in response to, the
COVID-19 pandemic, related public health measures and resulting economic
downturn and market volatility; our ability to maintain security levels and
service performance meeting the expectations of our customers, and the resources
and costs required to avoid unanticipated downtime and prevent, detect and
remediate performance degradation and security breaches; the expenses associated
with our data centers and third-party infrastructure providers; our ability to
secure additional data center capacity; our reliance on third-party hardware,
software and platform providers; the effect of evolving domestic and foreign
government regulations, including those related to the provision of services on
the Internet, those related to accessing the Internet, and those addressing data
privacy, cross-border data transfers and import and export controls; current and
potential litigation involving us or our industry, including litigation
involving acquired entities such as Tableau Software, Inc. and Slack
Technologies, Inc., and the resolution or settlement thereof; regulatory
developments and regulatory investigations involving us or affecting our
industry; our ability to successfully introduce new services and product
features, including any efforts to expand our services; the success of our
strategy of acquiring or making investments in complementary businesses, joint
ventures, services, technologies and intellectual property rights; our ability
to complete, on a timely basis or at all, announced transactions; our ability to
realize the benefits from acquisitions, strategic partnerships, joint ventures
and investments, including our July 2021 acquisition of Slack Technologies,
Inc., and successfully integrate acquired businesses and technologies; our
ability to compete in the markets in which we participate; the success of our
business strategy and our plan to build our business, including our strategy to
be a leading provider of enterprise cloud computing applications and platforms;
our ability to execute our business plans; our ability to continue to grow
unearned revenue and remaining performance obligation; the pace of change and
innovation in enterprise cloud computing services; the seasonal nature of our
sales cycles; our ability to limit customer attrition and costs related to those
efforts; the success of our international expansion strategy; the demands on our
personnel and infrastructure resulting from significant growth in our customer
base and operations, including as a result of acquisitions; our ability to
preserve our workplace culture, including as a result of our decisions regarding
our current and future office environments or work-from-home policies; our
dependency on the development and maintenance of the infrastructure of the
Internet; our real estate and office facilities strategy and related costs and
uncertainties; fluctuations in, and our ability to predict, our operating
results and cash flows; the variability in our results arising from the
accounting for term license revenue products; the performance and fair value of
our investments in complementary businesses through our strategic investment
portfolio; the impact of future gains or losses from our strategic investment
portfolio, including gains or losses from overall market conditions that may
affect the publicly traded companies within our strategic investment portfolio;
our ability to protect our intellectual property rights; our ability to develop
our brands; the impact of foreign currency exchange rate and interest rate
fluctuations on our results; the valuation of our deferred tax assets and the
release of related valuation allowances; the potential availability of
additional tax assets in the future; the impact of new accounting pronouncements
and tax laws; uncertainties affecting our ability to estimate our tax rate;
uncertainties regarding our tax obligations in connection with potential
jurisdictional transfers of intellectual property, including the tax rate, the
timing of the transfer and the value of such transferred intellectual property;
uncertainties regarding the effect of general economic and market conditions;
the impact of geopolitical events; uncertainties regarding the impact of
expensing stock options and other equity awards; the sufficiency of our capital
resources; our ability to comply with our debt covenants and lease obligations;
and the impact of climate change, natural disasters and actual or threatened
public health emergencies, including the ongoing COVID-19 pandemic. These and
other risks and uncertainties may cause our actual results to differ materially
and adversely from those expressed in any forward-looking statements. Readers
are directed to risks and uncertainties identified below under "Risk Factors"
and elsewhere in this report for additional detail regarding factors that may
cause actual results to be different than those expressed in our forward-looking
statements. Except as required by law, we undertake no obligation to revise or
update publicly any forward-looking statements for any reason.
Overview
We are a global leader in customer relationship management ("CRM") technology
that brings companies and customers together. With our Customer 360 platform we
deliver a single source of truth, connecting customer data across systems, apps
and devices to help companies sell, service, market and conduct commerce from
anywhere. Since our founding in 1999, we have pioneered innovations in cloud,
mobile, social, analytics and artificial intelligence ("AI"), enabling companies
of every size and industry to transform their businesses in the all-digital,
work-from-anywhere world.
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COVID-19 Impact
In March 2020, the World Health Organization declared the novel coronavirus and
resulting disease ("COVID-19") a pandemic. This pandemic has created significant
global economic uncertainty, adversely impacted the business of our customers
and partners, impacted our business and results of operations and could further
impact our results of operations and our cash flows in the future.
As the administration of the vaccine program increases and cases decline and as
our employees, customers and partners begin to work in person on a periodic
basis, we continue to evaluate and refine our return to work strategy.
Specifically, we continue to evaluate our office space needs, our investments in
our go-to-market and product efforts and our plans for business travel for our
employees. As we adjust and refine our strategy, there may be additional
investments and redirection efforts in the future which may include position
eliminations, incremental costs to improve employee's ability to work from home
and impairments to assets associated with real estate leases in select locations
we decide to exit.
The ultimate extent of the impact of the COVID-19 pandemic on our operational
and financial performance, including our long term revenue growth and
profitability, depends on certain developments, including the duration of the
pandemic and any resurgences (such as the recent delta variant surge throughout
the world), the severity of the disease, responsive actions taken by public
health officials or by us, the development, distribution and public acceptance
of treatments and vaccines, the impacts on our customers and our sales cycles,
our ability to generate new business leads, the impacts on our customers,
employee and industry events, and the effects on our vendors, all of which are
uncertain and currently cannot be predicted with any degree of certainty. As a
result, the extent to which the COVID-19 pandemic will continue to impact our
financial condition or results of operations is uncertain. Due to our primarily
subscription-based business model, the effect of the COVID-19 pandemic may not
be fully reflected in our results of operations until future periods. If the
COVID-19 pandemic has a substantial impact on our employees', partners' or
customers' productivity, our results of operations and overall financial
performance may be harmed. In addition, the global macroeconomic effects of the
COVID-19 pandemic and related impacts on our customers' business operations and
their demand for our products and services may persist for an indefinite period,
even after the COVID-19 pandemic has subsided.
See Part II, Item 1A. "Risk Factors" for further discussion of the impact and
possible future impacts of the COVID-19 pandemic on our business.
Highlights from the Third Quarter of Fiscal Year 2022
•Revenue: For the nine months ended October 31, 2021, revenue was $19.2 billion,
an increase of 24 percent year-over-year.
•Earnings per Share: For the nine months ended October 31, 2021, diluted
earnings per share was $1.53 as compared to earnings per share of $4.11 from a
year ago. For the nine months ended October 31, 2020, our results included a
$2.0 billion one-time discrete tax benefit.
•Cash: Cash provided by operations for the nine months ended October 31, 2021
was $4.0 billion, an increase of 53 percent year-over-year. Total cash, cash
equivalents and marketable securities as of October 31, 2021 was $9.4 billion.
•Remaining Performance Obligation: Remaining performance obligation as of
October 31, 2021 was approximately $36.3 billion, which includes approximately
$900 million of remaining performance obligation related to the Slack
acquisition, an increase of 20 percent year-over-year. Current remaining
performance obligation as of October 31, 2021 was approximately $18.8 billion,
an increase of 23 percent year-over-year.
We continue to invest for future growth and are focused on several key growth
levers, including driving multiple service offering adoption, increasing our
penetration with enterprise and international customers and our
industry-specific reach with more vertical software solutions. These growth
drivers often require a more sophisticated go-to-market approach and, as a
result, we may incur additional costs upfront to obtain new customers and expand
our relationships with existing customers, including additional sales and
marketing expenses specific to subscription and support revenue. As a result, we
have seen that customers with many of these characteristics have lower attrition
rates than our company average.
We plan to continue to reinvest a significant portion of our income from
operations in future periods to grow and innovate our business and service
offerings and expand our leadership role in the cloud computing industry. We
drive innovation organically and, to a lesser extent, through acquisitions. We
regularly evaluate acquisitions and investment opportunities in complementary
businesses, services, technologies and intellectual property rights in an effort
to expand our service offerings and to nurture the overall ecosystem for our
offerings. Past acquisitions have enabled us to deliver innovative solutions in
new categories, including analytics, integration and messaging. We continue to
evaluate investment opportunities and expect to continue to make investments and
acquisitions in the future, such as our July 2021 acquisition of Slack. Slack
has an integrated value proposition across all of our service offerings and,
upon successful product integration, we believe it will further enable companies
to grow and succeed in an all-digital, work-from-anywhere era.
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As a result of our aggressive growth plans and integration of our previously
acquired businesses, we have incurred significant expenses for equity awards and
amortization of purchased intangibles, which have reduced our operating income.
We periodically make changes to our sales organization to position us for
long-term growth, which has in the past, and could again in the future result in
temporary disruptions to our sales productivity. In addition, we have
experienced, and may at times in the future experience, more variation from our
forecasted expectations of new business activity due to longer and less
predictable sales cycles and increasing complexity of our business, which
includes an expanded mix of products and various revenue models resulting from
acquisitions and increased enterprise solution selling activities. Slower growth
in new business in a given period could negatively affect our revenues in future
periods, as well as remaining performance obligation in current or future
periods, particularly if experienced on a sustained basis.
The expanding global scope of our business and the heightened volatility of
global markets, including as a result of COVID-19, expose us to the risk of
fluctuations in foreign currency markets. Foreign currency fluctuations
benefited revenues by approximately one percent for the three months ended
October 31, 2021. Fluctuations in the United States Dollar against international
currencies did not have a material impact on our remaining performance
obligation as of October 31, 2021 compared to what we would have reported as of
October 31, 2020 using constant currency rates. Recently there have been
negative fluctuations in certain foreign currency markets in which we operate.
If these conditions continue or materially worsen, they could have an impact on
our future results and our ability to accurately predict our future results and
earnings. The impact of these fluctuations could also be compounded by the
seasonality of our business in which our fourth quarter has historically been
our strongest quarter for new business and renewals.
Fiscal Year
Our fiscal year ends on January 31. References to fiscal 2022, for example,
refer to the fiscal year ending January 31, 2022.
Operating Segments
We operate as one segment. See Note 1 "Summary of Business and Significant
Accounting Policies" to the condensed consolidated financial statements for a
discussion about our segments.
Sources of Revenues
We derive our revenues from two sources: subscription and support revenues and
professional services and other revenues. Subscription and support revenues
accounted for approximately 93 percent of our total revenues for the nine months
ended October 31, 2021.
Subscription and support revenues include subscription fees from customers
accessing our enterprise cloud computing services (collectively, "Cloud
Services"), software license revenues from the sales of term and perpetual
licenses, and support revenues from the sale of support and updates beyond the
basic subscription fees or related to the sales of software licenses. Our Cloud
Services allow customers to use our multi-tenant software without taking
possession of the software. Revenue is generally recognized ratably over the
contract term. Subscription and support revenues also include revenues
associated with term and perpetual software licenses that provide the customer
with a right to use the software as it exists when made available. Revenues from
software licenses are generally recognized at the point in time when the
software is made available to the customer. Revenue from support and updates is
recognized as such support and updates are provided, which is generally ratably
over the contract term. Changes in contract duration for multi-year licenses can
impact the amount of revenues recognized upfront. Revenues from software
licenses represent less than ten percent of total subscription and support
revenue for the nine months ended October 31, 2021.
The revenue growth rates of each of our service offerings, as described below in
"Results of Operations," fluctuate from quarter to quarter and over time.
Additionally, we manage the total balanced product portfolio to deliver
solutions to our customers and, as a result, the revenue result for each
offering is not necessarily indicative of the results to be expected for any
subsequent quarter. In addition, some of our Cloud Service offerings have
similar features and functions. For example, customers may use our Sales,
Service or Platform service offering to record account and contact information,
which are similar features across these service offerings. Depending on a
customer's actual and projected business requirements, more than one service
offering may satisfy the customer's current and future needs. We record revenue
based on the individual products ordered by a customer, not according to the
customer's business requirements and usage.
Our growth in revenues is also impacted by attrition. Attrition represents the
reduction or loss of the annualized value of our contracts with customers. We
calculate our attrition rate at a point in time on a trailing twelve-month basis
as of the end of each month. As of October 31, 2021, our attrition rate,
excluding our Integration service offering, Salesforce.org, Tableau and Slack,
was between 7.5 and 8.0 percent. Beginning in fiscal year 2021, our attrition
rate includes our Commerce service offering. In general, we exclude service
offerings from acquisitions from our attrition calculation until they are fully
integrated
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into our customer success organization. While our attrition rate is difficult to
predict, we expect it to remain consistent for the remainder of fiscal 2022 due
to the diversity of size, industry and geography within the customer base.
However, our attrition rate may increase over time, including, for example, as a
result of COVID-19.
We continue to invest in a variety of customer programs and initiatives, which,
along with increasing enterprise adoption, have helped keep our attrition rate
consistent as compared to the prior year. Consistent attrition rates play a role
in our ability to maintain growth in our subscription and support revenues.
                     [[Image Removed: crm-20211031_g1.jpg]]
Seasonal Nature of Unearned Revenue, Accounts Receivable and Operating Cash Flow
Unearned revenue primarily consists of billings to customers for our
subscription service. Over 90 percent of the value of our billings to customers
is for our subscription and support service. We generally invoice our customers
in advance, in annual installments, and typical payment terms provide that our
customers pay us within 30 days of invoice. Amounts that have been invoiced are
recorded in accounts receivable and in unearned revenue or in revenue depending
on whether transfer of control to customers has occurred. In general, we collect
our billings in advance of the subscription service period. We typically issue
renewal invoices in advance of the renewal service period, and depending on
timing, the initial invoice for the subscription and services contract and the
subsequent renewal invoice may occur in different quarters. There is a
disproportionate weighting toward annual billings in the fourth quarter,
primarily as a result of large enterprise account buying patterns. Our fourth
quarter has historically been our strongest quarter for new business and
renewals. The year-on-year compounding effect of this seasonality in both
billing patterns and overall new and renewal business causes the value of
invoices that we generate in the fourth quarter for both new business and
renewals to increase as a proportion of our total annual billings. Accordingly,
because of this billing activity, our first quarter is typically our largest
collections and operating cash flow quarter. Conversely, our third quarter has
historically been our smallest operating cash flow quarter. Unearned revenues,
accounts receivable and operating cash flow may also be impacted by
acquisitions. For example, operating cash flows may be adversely impacted by
acquisitions due to transaction costs, financing costs such as interest expense
and lower operating cash flows from the acquired entity.
In response to COVID-19, we offered temporary financial flexibility to some
customers in the first quarter of fiscal 2021 and changed billing frequencies
for other customers throughout fiscal 2021, which delayed payments to periods
later than expected. We also accelerated our investments in our go-to-market and
product efforts throughout fiscal 2021, which resulted in increased expenses and
a negative impact to operating cash flow. These efforts have affected and may
continue to affect trends related to the seasonal nature of unearned revenue,
accounts receivable and operating cash flow.
The sequential quarterly changes in accounts receivable and the related unearned
revenue and operating cash flow during the first quarter of our fiscal year are
not necessarily indicative of the billing activity that occurs for the following
quarters as displayed below (in millions).

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[[Image Removed: crm-20211031_g2.jpg]][[Image Removed: crm-20211031_g3.jpg]]

                     [[Image Removed: crm-20211031_g4.jpg]]
Remaining Performance Obligation
Our remaining performance obligation represents all future revenue under
contract that has not yet been recognized as revenue and includes unearned
revenue and unbilled amounts. Our current remaining performance obligation
represents future revenue under contract that is expected to be recognized as
revenue in the next 12 months.
Remaining performance obligation is not necessarily indicative of future revenue
growth and is influenced by several factors, including seasonality, the timing
of renewals, average contract terms, foreign currency exchange rates and
fluctuations in new business growth. Remaining performance obligation is also
impacted by acquisitions. Unbilled portions of the remaining performance
obligation denominated in foreign currencies are revalued each period based on
the period end exchange rates. For multi-year subscription agreements billed
annually, the associated unbilled balance and corresponding remaining
performance obligation are typically high at the beginning of the contract
period, zero just prior to renewal, and increase if the agreement is renewed.
Low remaining performance obligation attributable to a particular subscription
agreement is often associated with an impending renewal but may not be an
indicator of the likelihood of renewal or future revenue from such customer.
Changes in contract duration or the timing of delivery of professional services
can impact remaining performance obligation as well as the allocation between
current and non-current remaining performance obligation.
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Remaining performance obligation consisted of the following (in billions):
                     [[Image Removed: crm-20211031_g5.jpg]]
(1) Includes approximately $900 million of remaining performance obligation
related to the Slack acquisition in July 2021.
(2) Includes approximately $800 million of remaining performance obligation
related to the Slack acquisition in July 2021.
Cost of Revenues and Operating Expenses
Cost of Revenues
Cost of subscription and support revenues primarily consists of expenses related
to delivering our service and providing support, including the costs of data
center capacity, certain fees paid to various third parties for the use of their
technology, services and data and employee-related costs such as salaries and
benefits. Our cost of subscription and support revenues also includes
amortization of acquisition-related intangible assets, such as the amortization
of the cost associated with an acquired company's research and development
efforts. Also included in the cost of subscription and support revenues are
expenses incurred supporting the free user base of Slack, including third-party
hosting costs and employee-related costs specific to customer experience and
technical operations.
Cost of professional services and other revenues consists primarily of
employee-related costs associated with these services, including stock-based
expense, the cost of subcontractors and certain third-party fees. We expect the
cost of professional services to be approximately in line with revenues from
professional services in future fiscal periods. We believe that this investment
in professional services facilitates the adoption of our service offerings,
helps us to secure larger subscription revenue contracts and supports our
customers' success.
Research and Development
Research and development expenses consist primarily of salaries and related
expenses, including stock-based expense and allocated overhead.
Marketing and Sales
Marketing and sales expenses make up the majority of our operating expenses and
consist primarily of salaries and related expenses, including stock-based
expense and commissions, for our sales and marketing staff, as well as payments
to partners, marketing programs and allocated overhead. Marketing programs
consist of advertising, events, corporate communications, brand building and
product marketing activities. We capitalize certain costs to obtain customer
contracts, such as commissions, and amortize these costs on a straight-line
basis. Payments of these commissions are not consistent with the period in which
the expense is recognized.
Our marketing and sales expenses include amortization of acquisition-related
intangible assets, such as the amortization of the cost associated with an
acquired company's trade names, customer lists and customer relationships.
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General and Administrative
General and administrative expenses consist primarily of salaries and related
expenses, including stock-based expense, for finance and accounting, legal,
internal audit, human resources and management information systems personnel and
professional services fees.
We allocate overhead such as information technology infrastructure, rent and
occupancy charges based on headcount. Employee benefit costs and taxes are
allocated based upon a percentage of total compensation expense. As such, these
types of expenses are reflected in each cost of revenue and operating expense
category.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these condensed consolidated financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues, costs and expenses, and related disclosures. On an
ongoing basis, we evaluate our estimates and assumptions. Our actual results may
differ from these estimates under different assumptions or conditions.
We believe that of our significant accounting policies, which are described in
Note 1 "Summary of Business and Significant Accounting Policies" to our
condensed consolidated financial statements, the following accounting policies
and specific estimates involve a greater degree of judgment and complexity.
Accordingly, these are the policies and estimates we believe are the most
critical to aid in fully understanding and evaluating our consolidated financial
condition and results of operations:
•the fair value of assets acquired and liabilities assumed for business
combinations;
•the standalone selling price ("SSP") of performance obligations for revenue
contracts with multiple performance obligations;
•the valuation of privately held strategic investments, including impairment
considerations;
•the recognition, measurement and valuation of current and deferred income taxes
and uncertain tax positions; and
•the average period of benefit associated with costs capitalized to obtain
revenue contracts.
These estimates may change, as new events occur and additional information is
obtained, and such changes will be recognized in the condensed consolidated
financial statements as soon as they become known. Actual results could differ
from these estimates and any such differences may be material to our financial
statements.
Recent Accounting Pronouncements
See Note 1 "Summary of Business and Significant Accounting Policies" to the
condensed consolidated financial statements for our discussion about new
accounting pronouncements adopted.










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Results of Operations
The following tables set forth selected data for each of the periods indicated
(in millions):
3                                                    Three Months Ended October 31,                                                     Nine Months Ended October 31,
                                                    % of Total                             % of Total                                    % of Total                              % of Total
                                   2021              Revenues              2020             Revenues                 2021                 Revenues              2020              Revenues

Revenues:

Subscription and support        $  6,379                    93  %       $ 5,085                    94  %       $       17,829                    93  %       $ 14,500                    94  %
Professional services and other      484                     7              334                     6                   1,337                     7               935                     6
Total revenues                     6,863                   100            5,419                   100                  19,166                   100            15,435                   100
Cost of revenues (1)(2):
Subscription and support           1,335                    20            1,060                    20                   3,603                    19             3,039                    20
Professional services and other      509                     7              334                     6                   1,409                     7               920                     6
Total cost of revenues             1,844                    27            1,394                    26                   5,012                    26             3,959                    26
Gross profit                       5,019                    73            4,025                    74                  14,154                    74            11,476                    74
Operating expenses (1)(2):
Research and development           1,203                    18              902                    17                   3,174                    17             2,659                    17
Marketing and sales                3,111                    45            2,377                    44                   8,391                    44             7,042                    45
General and administrative           667                     9              522                     9                   1,865                     9             1,513                    10

Total operating expenses           4,981                    72            3,801                    70                  13,430                    70            11,214                    72
Income from operations                38                     1              224                     4                     724                     4               262                     2

Gains on strategic investments,
net                                  363                     5            1,036                    19                   1,177                     6             1,910                    12
Other expense                       (102)                   (2)             (10)                    0                    (172)                   (1)              (36)                    0
Income before benefit from
(provision for) income taxes         299                     4            1,250                    23                   1,729                     9             2,136                    14
Benefit from (provision for)
income taxes (3)                     169                     3             (169)                   (3)                   (257)                   (1)            1,669                    11
Net income                      $    468                     7  %       $ 1,081                    20  %       $        1,472                     8  %       $  3,805                    25  %

(1) Amounts related to amortization of intangible assets acquired through business combinations, as follows (in millions):

                                                  Three Months Ended October 31,                                                     Nine Months Ended October 31,
                                                    % of Total                            % of Total                                   % of Total                            % of Total
                                 2021                Revenues             2020             Revenues                 2021                Revenues             2020             Revenues
Cost of revenues           $         272                     4  %       $  169                     3  %       $         624                     3  %       $  494                     3  %
Marketing and sales                  236                     3             114                     2                    491                     3             344                     2

(2) Amounts related to stock-based expense, as follows (in millions):

                                                    Three Months Ended October 31,                                                   Nine Months Ended October 31,
                                                    % of Total                            % of Total                                   % of Total                            % of Total
                                   2021              Revenues             2020             Revenues                 2021                Revenues             2020             Revenues
Cost of revenues                $    103                     1  %       $   65                     1  %       $         280                     2  %       $  180                     1  %
Research and development             276                     4             181                     3                    646                     3             531                     4
Marketing and sales                  316                     5             242                     5                    817                     4             718                     5
General and administrative           117                     2              78                     1                    273                     2             219                     1


(3) During the second quarter of fiscal 2021, the Company recorded approximately
$2.0 billion of a one-time benefit from a discrete tax item related to the
recognition of deferred tax assets resulting from an intra-entity transfer of
intangible property.

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The following table sets forth selected balance sheet data and other metrics for
each of the periods indicated (in millions, except remaining performance
obligation, which is presented in billions):
                                                                                As of
                                                              October 31, 2021          January 31, 2021

Cash, cash equivalents and marketable securities            $           9,391          $         11,966
Unearned revenue                                                       10,116                    12,607
Remaining performance obligation                                         36.3                      36.1
Principal due on our outstanding debt obligations (1)                  10,698                     2,690


(1) Amounts do not include operating or financing lease obligations.
Remaining performance obligation represents contracted revenue that has not yet
been recognized, which includes unearned revenue and unbilled amounts that will
be recognized as revenue in future periods.
Impact of Acquisitions
The comparability of our operating results in the three and nine months ended
October 31, 2021 compared to the same periods in fiscal 2021 was impacted by our
recent acquisitions, including the acquisition of Slack in July 2021, our
largest acquisition to date. In our discussion of changes in our results of
operations for the three and nine months ended October 31, 2021, compared to the
same periods in fiscal 2021, we may quantitatively disclose the impact of our
acquired products and services for the one-year period subsequent to the
acquisition date to the growth in certain of our revenues where such discussions
would be meaningful. Expense contributions from our recent acquisitions for each
of the respective period comparisons generally were not separately identifiable
due to the integration of these businesses into our existing operations or were
insignificant to our results of operations during the periods presented.
Revenues
                                                    Three Months Ended October 31,                         Variance
(in millions)                                          2021                   2020             Dollars               Percent
Subscription and support                        $          6,379          $   5,085          $   1,294                      25  %
Professional services and other                              484                334                150                      45
Total revenues                                  $          6,863          $   5,419          $   1,444                      27  %


                                                    Nine Months Ended October 31,                         Variance
(in millions)                                          2021                  2020             Dollars               Percent
Subscription and support                        $        17,829          $  14,500          $   3,329                      23  %
Professional services and other                           1,337                935                402                      43
Total revenues                                  $        19,166          $  15,435          $   3,731                      24  %


The increase in subscription and support revenues for the three and nine months
ended October 31, 2021 was primarily caused by volume-driven increases from new
business, which includes new customers, upgrades, additional subscriptions from
existing customers and acquisition activity. Pricing was not a significant
driver of the increase in revenues for either period. Revenues from term and
perpetual software licenses, which are recognized at a point in time, represent
approximately six percent of total subscription and support revenues for the
three and nine months ended October 31, 2021. Subscription and support revenues
accounted for approximately 93 and 94 percent of our total revenues for the
three months ended October 31, 2021 and 2020, respectively.
The acquisition of Slack in July 2021 contributed approximately $276 million to
subscription and support revenues during the nine months ended October 31, 2021.
As a result of our business combination activity, we recorded unearned revenue
related to acquired contracts from acquired entities at fair value on the date
of acquisition. As a result, we did not recognize certain revenues related to
these acquired contracts that the acquired entities would have otherwise
recorded as an independent entity.
The increase in professional services and other revenues was due primarily to
the higher demand for services from an increased number of customers as well as
revenues resulting from the Acumen Solutions, Inc. ("Acumen") acquisition in
February 2021.
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Table of Contents Subscription and Support Revenue by Service Offering Subscription and support revenues consisted of the following (in millions):

                                 Three Months Ended October 31,
                                        2021                     2020         Variance Percent
Sales                    $          1,538                      $ 1,311              17%
Service                             1,658                        1,376              20%
Platform and Other                  1,277                          844              51%
Marketing and Commerce              1,006                          804              25%
Data                                  900                          750              20%
Total                    $          6,379                      $ 5,085


                                Nine Months Ended October 31,
                                      2021                    2020         Variance Percent
Sales                    $         4,403                   $  3,835              15%
Service                            4,764                      3,931              21%
Platform and Other                 3,159                      2,439              30%
Marketing and Commerce             2,856                      2,264              26%
Data                               2,647                      2,031              30%
Total                    $        17,829                   $ 14,500


Our Industry Offerings revenue is included in one of the above service offerings
depending on the primary service purchased; Slack revenues are included in
Platform and Other. Data is comprised of revenue from Analytics and Integration
service offerings, which were reclassified from Platform and Other beginning in
the third quarter of fiscal 2022. Reclassifications to prior period Platform and
Other revenues were made to conform to the current period presentation.
Data subscription and support revenues include revenues from term and perpetual
software licenses which are recognized at the point in time when the software is
made available to the customer. Therefore we expect Data to experience more
volatility quarter to quarter. For example, we recently made changes that
impacted our Mulesoft sales organization which we expect to have long-term
benefits, but created greater short-term disruption than anticipated. This
disruption impacted Data revenues during the three months ended October 31,
2021, due to the timing of revenue recognition associated with the sale of
Mulesoft term and perpetual software licenses.
Revenues by Geography
                                                                            

Three Months Ended October 31,

                                                              As a % of Total                             As a % of Total
(in millions)                               2021                  Revenues                2020                Revenues                 Growth rate
Americas                              $       4,638                       68  %       $   3,758                       69  %                       23  %
Europe                                        1,581                       23              1,149                       21                          38
Asia Pacific                                    644                        9                512                       10                          26
                                      $       6,863                      100  %       $   5,419                      100  %                       27  %


                                                                           

Nine Months Ended October 31,

                                                              As a % of Total                             As a % of Total
(in millions)                               2021                  Revenues                2020                Revenues                 Growth rate
Americas                              $      13,044                       68  %       $  10,724                       69  %                       22  %
Europe                                        4,299                       22              3,253                       21                          32
Asia Pacific                                  1,823                       10              1,458                       10                          25
                                      $      19,166                      100  %       $  15,435                      100  %                       24  %


Revenues by geography are determined based on the region of the Salesforce
contracting entity, which may be different than the region of the customer. The
increase in Americas revenues was the result of the increasing acceptance of our
services and the investment of additional sales resources. The increase in
revenues outside of the Americas was the result of the increasing acceptance of
our services, our focus on marketing our services internationally and investment
in additional
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international resources. Foreign currency fluctuations did not have a material
impact on revenues outside of the Americas for the three and nine months ended
October 31, 2021 and 2020.
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Cost of Revenues
                                          Three Months Ended October 31,             Variance
(in millions)                            2021                            2020         Dollars
Subscription and support          $        1,335                      $ 1,060       $     275
Professional services and other              509                          334             175
Total cost of revenues            $        1,844                      $ 1,394       $     450
Percent of total revenues                     27   %                       26  %


                                         Nine Months Ended October 31,             Variance
(in millions)                           2021                           2020        Dollars
Subscription and support          $       3,603                     $ 3,039       $    564
Professional services and other           1,409                         920            489
Total cost of revenues            $       5,012                     $ 3,959       $  1,053
Percent of total revenues                    26   %                      26  %


For the three months ended October 31, 2021, the increase in cost of revenues
was primarily due to an increase of $147 million in employee-related costs, an
increase of $38 million in stock-based expense, an increase of $73 million in
service delivery costs, primarily due to our efforts to increase data center
capacity, and an increase of amortization of purchased intangible assets of $103
million. For the nine months ended October 31, 2021, the increase in cost of
revenues was primarily due to an increase of $431 million in employee-related
costs, an increase of $100 million in stock-based expense, an increase of $183
million in service delivery costs, primarily due to our efforts to increase data
center capacity, and an increase of amortization of purchased intangible assets
of $130 million.
We have increased our headcount by 37 percent since October 31, 2020 to meet the
higher demand for services from our customers, and our recent acquisition of
Slack also contributed to this increase. We intend to continue to invest
additional resources in our enterprise cloud computing services and data center
capacity to allow us to scale with our customers and continuously evolve our
security measures. We also plan to add employees in our professional services
group to facilitate the adoption of our services. The timing of these expenses
will affect our cost of revenues, both in terms of absolute dollars and as a
percentage of revenues, in future periods.
Our professional services and other gross margin was negative $25 million and
negative $72 million during the three and nine months ended October 31, 2021,
respectively, primarily due to increasing our capacity to support our enterprise
customer base. Our professional services and other gross margin was break-even
and $15 million during the three and nine months ended October 31, 2020,
respectively. We expect the cost of professional services to be approximately in
line with revenues from professional services in future fiscal quarters. We
believe that this investment in professional services facilitates the adoption
of our service offerings, helps us to secure larger subscription revenue
contracts and supports our customers' success.
Operating Expenses
                                     Three Months Ended October 31,             Variance
(in millions)                       2021                            2020        Dollars
Research and development     $        1,203                      $   902       $    301
Marketing and sales                   3,111                        2,377            734
General and administrative              667                          522            145

Total operating expenses     $        4,981                      $ 3,801       $  1,180
Percent of total revenues                72   %                       70  %


                                    Nine Months Ended October 31,             Variance
(in millions)                       2021                         2020         Dollars
Research and development     $        3,174                   $  2,659       $    515
Marketing and sales                   8,391                      7,042          1,349
General and administrative            1,865                      1,513            352
Total operating expenses     $       13,430                   $ 11,214       $  2,216
Percent of total revenues                70   %                     72  %

For the three months ended October 31, 2021, the increase in research and development expenses was primarily due to an increase of approximately $139 million in employee related costs, an increase in stock-based expense of $95 million and

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increases in our development and test data center costs. Our research and
development headcount increased by 23 percent since the three months ended
October 31, 2020 in order to improve and extend our service offerings, develop
new technologies and integrate acquired companies. In addition, our recent
acquisition of Slack also contributed to this increase in headcount. For the
nine months ended October 31, 2021, the increase in research and development
expenses was primarily due to an increase of approximately $277 million in
employee-related costs, an increase in stock-based expense of $115 million and
increases in our development and test data center costs. We expect that research
and development expenses will increase in absolute dollars and may increase as a
percentage of revenues in future periods as we continue to invest in additional
employees and technology to support the development of new, and improve
existing, technologies and to support the integration of acquired technologies.
For the three months ended October 31, 2021, the increase in marketing and sales
expenses was primarily due to an increase of $324 million in employee-related
costs, which includes the amortization of deferred commissions, an increase in
stock-based expense of $74 million, an increase in advertising and event expense
of $112 million, and an increase in amortization of purchased intangibles of
$122 million. Our marketing and sales headcount increased by 26 percent since
the three months ended October 31, 2020, primarily due to hiring additional
sales personnel to focus on adding new customers and increasing penetration
within our existing customer base. In addition, our recent acquisition of Slack
also contributed to this increase in headcount. For the nine months ended
October 31, 2021, the increase in marketing and sales expenses was primarily due
to an increase of $844 million in employee-related costs, which includes the
amortization of deferred commissions, an increase of $99 million in stock-based
expense, an increase in advertising and event expense of $163 million, and an
increase in amortization of purchased intangibles of $147 million. We expect
that marketing and sales expenses will increase in absolute dollars and will
increase as a percentage of revenues in future periods as we continue to hire
additional sales personnel. We also expect an increase in marketing and sales
expenses due to the gradual increase of travel and related expenses in the
fourth quarter of fiscal 2022.
For the three and nine months ended October 31, 2021, the increase in general
and administrative expenses was primarily due to an increase in employee-related
costs. Our general and administrative headcount increased by 27 percent since
the three months ended October 31, 2020 as we added personnel to support our
growth, and our recent acquisition of Slack also contributed to this increase.
During the nine months ended October 31, 2021, the increase in general and
administrative expenses was primarily due to an increase in employee-related
costs and incurred transaction costs associated with our acquisition of Slack of
approximately $54 million. We expect that general and administrative expenses
will increase in absolute dollars but will generally remain consistent as a
percentage of revenue.
Other Income and Expense
                                                             Three Months Ended October 31,            Variance
(in millions)                                                    2021                 2020              Dollars

Gains on strategic investments, net                        $         363          $   1,036          $     (673)
Other expense                                                       (102)               (10)                (92)


                                                               Nine Months Ended October 31,              Variance
(in millions)                                                     2021                   2020              Dollars

Gains on strategic investments, net                        $          1,177          $   1,910          $     (733)
Other expense                                                          (172)               (36)               (136)


Gains on strategic investments, net consists primarily of mark-to-market
adjustments related to our publicly held equity securities, observable price
adjustments related to our privately held equity securities and other
adjustments. Net gains during the three months ended October 31, 2021 were
primarily driven by unrealized gains on privately held investments of
$162 million and a realized gain on the sale of one of our publicly held
investments of $112 million. Net gains recognized during the nine months ended
October 31, 2021 were primarily driven by an unrealized gain on one of our
privately held equity investments of $369 million, a realized gain on the
acquisition of one of our privately held equity investments in a stock and cash
transaction by a publicly traded company of $155 million, and a realized gain on
the sale of one of our publicly held investments of $112 million.
Other expense primarily consists of interest expense on our debt as well as our
finance leases offset by investment income. Interest expense was $72 million and
$29 million for the three months ended October 31, 2021 and 2020, respectively
and $147 million and $87 million for the nine months ended October 31, 2021 and
2020, respectively. The increase in interest expense was primarily driven by our
issuance of $8.0 billion of Senior Notes in July 2021. Investment income
decreased by $10 million during the three months ended October 31, 2021 compared
to the same period a year ago and decreased by $22 million in the nine months
ended October 31, 2021 compared to the same period a year ago. The decrease in
investment income was primarily due to lower interest rates across our portfolio
as well as lower cash balances. Other expense for the three and nine months
ended October 31, 2021 also includes $24 million in losses related to the Slack
Convertible Notes, which were paid in excess of the notes' acquisition date fair
values.
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Benefit From (Provision For) Income Taxes

                                                            Three Months Ended October 31,             Variance
(in millions)                                                   2021                  2020              Dollars
Benefit from (provision for) income taxes                $         169            $    (169)         $      338
Effective tax rate                                                 (57)   %              14  %


                                                            Nine Months Ended October 31,            Variance
(in millions)                                                  2021                 2020             Dollars
Benefit from (provision for) income taxes                $       (257)          $   1,669          $  (1,926)
Effective tax rate                                                 15   %             (78) %


We recorded a tax benefit of $169 million, primarily related to excess tax
benefits from stock-based compensation, on pretax income of $299 million for the
three months ended October 31, 2021, and a tax provision of $257 million on
pretax income of $1.7 billion for the nine months ended October 31, 2021. Our
year-to-date tax provision was related to excess tax benefits from stock-based
compensation partially offset by profitable jurisdictions outside the United
States subject to tax rates greater than 21 percent. Our effective tax rate may
fluctuate due to changes in our domestic and foreign earnings or material
discrete tax items or a combination of these factors resulting from transactions
or events, for example, acquisitions, changes to our operating structure, or
COVID-19.
We recognized a tax provision of $169 million on a pretax income of $1.3 billion
for the three months ended October 31, 2020 and a tax benefit of $1.7 billion on
a pretax income of $2.1 billion for the nine months ended October 31, 2020. We
changed our international corporate structure, which included the consolidation
of certain intangible property in Ireland, resulting in a net tax benefit of
$2.0 billion related to foreign deferred tax assets. We believe that it is more
likely than not the deferred tax assets will be realized in Ireland.
Liquidity and Capital Resources
At October 31, 2021, our principal sources of liquidity were cash, cash
equivalents and marketable securities totaling $9.4 billion and accounts
receivable of $4.0 billion. Our cash equivalents and marketable securities are
comprised primarily of corporate notes and obligations, U.S. treasury
securities, U.S. agency obligations, asset-backed securities, foreign government
obligations, mortgage-backed obligations, covered bonds, time deposits, money
market mutual funds and municipal securities. Our credit agreement (the
"Revolving Loan Credit Agreement"), which as of October 31, 2021 provides the
ability to borrow up to $3.0 billion in unsecured financing (the "Credit
Facility"), also serves as a source of liquidity.
As of October 31, 2021, our remaining performance obligation was $36.3 billion.
Our remaining performance obligation represents contracted revenue that has not
yet been recognized and includes unearned revenue, which has been invoiced and
is recorded on the balance sheet, and unbilled amounts that are not recorded on
the balance sheet, that will be recognized as revenue in future periods.
Cash from operations could continue to be affected by various risks and
uncertainties, including, but not limited to, the effects of the COVID-19
pandemic and other risks detailed in Part II, Item 1A titled "Risk Factors." We
believe our existing cash, cash equivalents, marketable securities, cash
provided by operating activities, unbilled amounts related to contracted
non-cancelable subscription agreements, which is not reflected on the balance
sheet, and, if necessary, our borrowing capacity under our Credit Facility will
be sufficient to meet our working capital, capital expenditure and debt
repayment needs over the next 12 months.
In the future, we may enter into arrangements to acquire or invest in
complementary businesses, services and technologies and intellectual property
rights. To facilitate these acquisitions or investments, we may seek additional
equity or debt financing, which may not be available on terms favorable to us or
at all, impacting our ability to complete subsequent acquisitions or
investments.
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Cash Flows
For the three and nine months ended October 31, 2021 and 2020, our cash flows
were as follows (in millions):
3                                                 Three Months Ended October 31,               Nine Months Ended October 31,
                                                     2021                  2020                   2021                   2020
Net cash provided by operating activities     $           404          $    

339 $ 4,018 $ 2,627 Net cash used in investing activities

                    (976)             (1,035)                  (13,077)            (4,065)
Net cash provided by (used in) financing
activities                                               (970)                368                     7,635              1,018


Operating Activities
The net cash provided by operating activities during the nine months ended
October 31, 2021 was primarily related to net income of $1.5 billion, adjusted
for non-cash items including $2.4 billion of depreciation and amortization and
$2.0 billion of expenses related to stock-based expense offset by $1.2 billion
related to gains on strategic investments. Cash provided by operating activities
during the nine months ended October 31, 2021 was further benefited by the
change in accounts receivable, net of $3.9 billion, partially offset by a change
in unearned revenue of $2.9 billion.
The net cash provided by operating activities during the nine months ended
October 31, 2020 was primarily related to net income of $3.8 billion, adjusted
for non-cash items such as $2.0 billion related to depreciation and amortization
and $1.6 billion of expenses related to stock-based expense offset by $2.0
billion from a one-time discrete tax item from the recognition of deferred tax
assets related to an intra-entity transfer of certain intangible property and
$1.9 billion related to gains on strategic investments, net. Cash provided by
operating activities during the nine months ended October 31, 2020 further
benefited by the change in accounts receivable, net of $2.9 billion, offset by
change in unearned revenue of $2.8 billion. Cash provided by operating
activities during the nine months ended October 31, 2020 was negatively impacted
by providing temporary financial flexibility to customers most affected by
COVID-19, in addition to changes in billing frequency for new business. In
addition, our operating cash flows were negatively impacted by a one-time
partial minimum commission guarantee as these cash outflows were not offset by
corresponding cash inflows from customer receipts.
Investing Activities
The net cash used in investing activities during the nine months ended October
31, 2021 was primarily related to cash consideration for the acquisitions of
Slack and Acumen, as well as other acquisitions, net of cash acquired, of
approximately $14.8 billion. Net cash used in investing activities was impacted
by net inflows of $1.1 billion from marketable securities activity and
$1.2 billion from strategic investment activity.
The net cash used in investing activities during the nine months ended October
31, 2020 was primarily related to cash consideration for the acquisition of
Vlocity, net of cash acquired, of approximately $1.3 billion and by net outflows
from marketable securities activity of $2.0 billion. In addition, we paid
approximately $150 million of cash consideration related to the purchase of 450
Mission St. in San Francisco, which is reflected in capital expenditures.
Financing Activities
Net cash provided by financing activities during the nine months ended October
31, 2021 consisted primarily of $7.9 billion of net proceeds from our July 2021
issuance of Senior Notes and $1.0 billion from proceeds from equity plans,
partially offset by payments related to the Slack Convertible Notes net of
capped call proceeds of $1.2 billion.
Net cash provided by financing activities during the nine months ended October
31, 2020 consisted primarily of $1.1 billion from proceeds from equity plans.
Debt
As of October 31, 2021, the carrying value of our outstanding Senior Notes,
which mature starting in 2023 through 2061, was $10.4 billion. In addition, we
had senior secured notes outstanding related to our loan on our purchase of an
office building located at 50 Fremont Street in San Francisco ("50 Fremont"),
due in 2023, with a total carrying value of $187 million. We were in compliance
with all debt covenants as of October 31, 2021.
In December 2020, we entered into a credit agreement (the "Revolving Loan Credit
Agreement"), which provides for a $3.0 billion unsecured revolving credit
facility (the "Credit Facility") that matures in December 2025. There were no
outstanding borrowings under the Credit Facility as of October 31, 2021. We may
use the proceeds of future borrowings under the Credit Facility for general
corporate purposes, which may include, without limitation, financing the
consideration for, fees, costs and expenses related to any acquisition.
We do not have any special purpose entities and we do not engage in off-balance
sheet financing arrangements.
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Contractual Obligations
Our principal commitments consist of obligations under leases for office space,
co-location data center facilities and our development and test data center, as
well as leases for computer equipment, software, furniture and fixtures. As of
October 31, 2021, the future non-cancelable minimum payments under these
commitments were approximately $4.0 billion. As of October 31, 2021, we have
additional operating leases that have not yet commenced totaling $1.4 billion.
Additionally, we have significant contractual commitments with infrastructure
service providers.
During fiscal 2022 and in future fiscal years, we have made, and expect to
continue to make, additional investments in our infrastructure to scale our
operations, increase productivity and enhance our security measures. We plan to
upgrade or replace various internal systems to scale with our overall growth.
While we continue to make investments in our infrastructure including offices,
information technology and data centers, as well as investments with
infrastructure service providers, to provide capacity for the growth of our
business, our strategy may continue to change related to these investments and
we may slow the pace of our investments, including in response to the known and
potential impacts of COVID-19 on our business.
Other Future Obligations
In October 2019, we acquired ClickSoftware for approximately $1.4 billion. In
the event that we fully integrate the operations and assets of ClickSoftware, as
well as other acquired Israeli based entities into our operations, we may be
subject to a potential one-time income tax charge based on an assumed Israeli
statutory tax rate of 23 percent applied to the value of any transferred
intangibles. The timing and amount of the cash payment, if any, is uncertain and
would be based upon a number of factors, including our integration plans,
valuations related to intercompany transactions, the tax rate in effect at the
time, potential negotiations with the taxing authorities and potential
litigation.
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Environmental, Social, Governance
We believe the business of business is to make the world a better place for all
of our stakeholders, including our stockholders, customers, employees, partners,
the planet and our communities. We believe that values drive value, and that
effectively managing our priority Environmental, Social and Governance ("ESG")
topics will help create long-term value for our investors. We also believe that
transparently disclosing the goals and relevant metrics related to our ESG
programs will allow our stakeholders to be informed about our progress.
To identify ESG topics for disclosure, we performed an internal ESG materiality
assessment in fiscal 2020, which assessed both the impact on our business and
the importance to our stakeholders. We also identify relevant topics for
disclosure by considering the recommendations of third-party ESG reporting
foundations and frameworks, such as the Value Reporting Foundation and the Task
Force on Climate-Related Financial Disclosures ("TCFD"). More information on our
key ESG programs, goals and commitments, and key metrics can be found on our
website, in our Form 10-K filed with the SEC on March 17, 2021 or on our annual
Stakeholder Impact Report website,
https://stakeholderimpactreport.salesforce.com. Website references throughout
this document are provided for convenience only, and the content on the
referenced websites is not incorporated by reference into this report.
In July 2021, we released our inaugural Sustainability Bond Framework (the
"Framework") which can be found at
https://investor.salesforce.com/sustainablebondframework. In July 2021, we
issued $1.0 billion of 2028 Senior Sustainability Notes, which will be allocated
based on certain criteria described in the Framework. We intend to report on our
allocations on an annual basis.
While we believe that our ESG goals align with our long-term growth strategy and
financial and operational priorities, they are aspirational and may change, and
there is no guarantee or promise that they will be met.
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