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, and industry prospects. 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 and
related public health measures; 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, business and market
conditions, including inflationary pressures, general economic downturn or
recession, market volatility, increasing interest rates and changes in monetary
policy; the impact of geopolitical events; uncertainties regarding the impact of
expensing stock options and other equity awards; the sufficiency of our capital
resources; the ability to execute our Share Repurchase Program; our ability to
comply with our debt covenants and lease obligations; the impact of climate
change, natural disasters and actual or threatened public health emergencies;
and our ability to achieve our aspirations, goals and projections related to our
environmental, social and governance initiatives. 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

Salesforce, Inc. ("we") is a global leader in customer relationship management
("CRM") technology that brings companies and customers together in the digital
age. Founded in 1999, we enable companies of every size and industry to take
advantage of powerful technologies, including cloud, mobile, social, voice,
blockchain and artificial intelligence to connect to their customers in a whole
new way and help them transform their businesses around the customer in this
digital-first world.
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With our Customer 360 platform, we deliver a single source of truth, connecting
customer data across systems, apps and devices to help companies with their
digital transformation. Customer 360 gives teams sales, service, marketing and
commerce capabilities and more, and a single shared view of their customers so
they can work together to build lasting, trusted relationships and deliver the
personalized experiences their customers expect. And with our acquisition of
Slack Technologies, Inc. ("Slack") in July 2021, we are creating a new digital
headquarters, one where companies, employees, governments, and stakeholders can
create success from anywhere.

Highlights from the First Nine Months of Fiscal 2023

•Revenue: For the nine months ended October 31, 2022, revenue was $23.0 billion, an increase of 20 percent year-over-year.

•Earnings per Share: For the nine months ended October 31, 2022, diluted earnings per share was $0.31 as compared to diluted earnings per share of $1.53 from a year ago.

•Cash: Cash provided by operations for the nine months ended October 31, 2022 was $4.3 billion, an increase of 8 percent year-over-year. Total cash, cash equivalents and marketable securities as of October 31, 2022 was $11.9 billion.



•Remaining Performance Obligation: Total remaining performance obligation as of
October 31, 2022 was approximately $40.0 billion, an increase of 10 percent
year-over-year. Current remaining performance obligation as of October 31, 2022
was approximately $20.9 billion, an increase of 11 percent year-over-year.

•Share Repurchase Program: In August 2022, our Board of Directors authorized a
program to repurchase up to $10.0 billion of our common stock. During three
months ended October 31, 2022, we repurchased approximately 11 million shares of
our common stock for approximately $1.7 billion. As of October 31, 2022, we were
authorized to purchase a remaining $8.3 billion of our common stock under the
Share Repurchase Program.

While we continue to see growth in our total revenues, macroeconomic factors
have impacted our business and our customers' businesses in ways that are
difficult to isolate and quantify. Beginning in July 2022, we saw more measured
buying behavior from our customers resulting in stretched sales cycles,
additional approval layers required from our customers and deal compression.
These trends continued in the third quarter of fiscal 2023 as we saw a more
challenging buying environment and our customers incrementally scrutinized their
purchasing decisions. However, there was no material impact to our consolidated
revenues for the three and nine months ended October 31, 2022 or our remaining
performance obligation as of October 31, 2022. The outlook for the macroeconomic
environment and its impact on our business remains uncertain. Slower growth in
new and renewal business impacts our future results and projections. The slower
growth in new and renewal business, particularly if sustained, could impact our
remaining performance obligation or revenues, and our ability to meet financial
guidance and long term targets.

In addition, the expanding global scope of our business and the heightened
volatility of global markets, expose us to the risk of fluctuations in foreign
currency markets. Foreign currency fluctuations negatively impacted revenues by
approximately four percent in the three months ended October 31, 2022 and
negatively impacted our current remaining performance obligation by
approximately four percent as of October 31, 2022 compared to what we would have
reported as of October 31, 2021 using constant currency rates. Recently the
United States Dollar has strengthened significantly against certain foreign
currencies in the markets in which we operate, particularly against the Euro,
British Pound Sterling, and Japanese Yen. Based on the continued volatility in
foreign currency markets, we expect lower revenue growth in the near-term
compared to past results. If these conditions continue throughout the remainder
of fiscal 2023, they could have a material adverse impact on our near-term
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.

We continue to focus 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 levers 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 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 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 collaboration. We expect to
make investments and acquisitions in the future to continue our growth and
expand our service
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offerings and our professional services organization in supporting the adoption
of our service offerings. 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.

Fiscal Year

Our fiscal year ends on January 31. References to fiscal 2023, for example, refer to the fiscal year ending January 31, 2023.

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 92 percent of our total revenues for the nine months
ended October 31, 2022.

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, 2022.

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 offerings 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, 2022, our attrition rate,
excluding MuleSoft, Tableau and Slack, was below 7.5 percent. While our
attrition rate is difficult to predict, we expect it to remain consistent for
the near term due to the diversity of size, industry and geography within the
customer base. However, our attrition rate may increase over time.

We continue to maintain 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.
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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. Generally, 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.

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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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.

Remaining performance obligation consisted of the following:


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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, employee-related costs such as salaries and
benefits, and allocated overhead. 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, including stock-based
compensation expense, 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
compensation expense, the cost of subcontractors, certain third-party fees and
allocated overhead. We believe that our professional services organization
facilitates the adoption of our service offerings, helps us to secure larger
subscription revenue contracts and supports our customers' success. The cost of
professional services may exceed revenues from professional services in future
fiscal periods.

Research and Development

Research and development expenses consist primarily of salaries and related expenses, including stock-based compensation 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
compensation 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. As such, the timing of expense recognition for these
commissions is not consistent with the timing of the associated cash payment.

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.

General and Administrative



General and administrative expenses consist primarily of salaries and related
expenses, including stock-based compensation 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.
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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.

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
                                   2022              Revenues              2021             Revenues                 2022                 Revenues              2021              Revenues

Revenues:


Subscription and support        $  7,233                    92  %       $ 6,379                    93  %       $       21,232                    92  %       $ 17,829                    93  %
Professional services and other      604                     8              484                     7                   1,736                     8             1,337                     7
Total revenues                     7,837                   100            6,863                   100                  22,968                   100            19,166                   100
Cost of revenues (1)(2):
Subscription and support           1,451                    19            1,335                    20                   4,381                    19             3,603                    19
Professional services and other      637                     8              509                     7                   1,879                     8             1,409                     7
Total cost of revenues             2,088                    27            1,844                    27                   6,260                    27             5,012                    26
Gross profit                       5,749                    73            5,019                    73                  16,708                    73            14,154                    74
Operating expenses (1)(2):
Research and development           1,280                    16            1,203                    18                   3,927                    17             3,174                    17
Marketing and sales                3,345                    43            3,111                    45                  10,141                    44             8,391                    44
General and administrative           664                     8              667                     9                   1,967                     9             1,865                     9

Total operating expenses           5,289                    67            4,981                    72                  16,035                    70            13,430                    70
Income from operations               460                     6               38                     1                     673                     3               724                     4

Gains on strategic investments,
net                                   23                     0              363                     5                      75                     0             1,177                     6
Other expense                         (8)                    0             (102)                   (2)                   (121)                    0              (172)                   (1)
Income before benefit from
(provision for) income taxes         475                     6              299                     4                     627                     3             1,729                     9
Benefit from (provision for)
income taxes                        (265)                   (3)             169                     3                    (321)                   (2)             (257)                   (1)
Net income                      $    210                     3  %       $   468                     7  %       $          306                     1  %       $  1,472                     8  %

(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
                                 2022                Revenues             2021             Revenues                 2022                Revenues             2021             Revenues
Cost of revenues           $         250                     3  %       $  272                     4  %       $         785                     3  %       $  624                     3  %
Marketing and sales                  224                     3             236                     3                    693                     3             491                     3


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(2) Amounts related to stock-based compensation expense, as follows (in
millions):
                                                       Three Months Ended October 31,                                                     Nine Months Ended October 31,
                                                         % of Total                            % of Total                                   % of Total                            % of Total
                                      2022                Revenues             2021             Revenues                 2022                Revenues             2021             Revenues
Cost of revenues                $         130                     2  %       $  103                     1  %       $         372                     2  %       $  280                     2  %
Research and development                  287                     4             276                     4                    863                     4             646                     3
Marketing and sales                       330                     4             316                     5                    947                     4             817                     4
General and administrative                 96                     1             117                     2                    288                     1             273                     2


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, 2022          January 31, 2022

Cash, cash equivalents and marketable securities            $         11,918          $         10,537
Unearned revenue                                                      11,193                    15,628
Remaining performance obligation                                        40.0                      43.7
Principal due on our outstanding debt obligations (1)                 10,683                    10,686


(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 for the nine months ended October 31,
2022 compared to the same period in fiscal 2022 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 nine months ended October 31, 2022 compared to the same period in fiscal
2022, we may quantitatively disclose the impact of our acquired products and
services for the one-year period subsequent to the acquisition date for 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)                                          2022                   2021              Dollars               Percent
Subscription and support                        $          7,233          $   6,379          $      854                      13  %
Professional services and other                              604                484                 120                      25
Total revenues                                  $          7,837          $   6,863          $      974                      14  %


                                                    Nine Months Ended October 31,                         Variance
(in millions)                                          2022                  2021             Dollars               Percent
Subscription and support                        $        21,232          $  17,829          $   3,403                      19  %
Professional services and other                           1,736              1,337                399                      30
Total revenues                                  $        22,968          $  19,166          $   3,802                      20  %


The increase in subscription and support revenues for the three and nine months
ended October 31, 2022 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 five percent of total subscription and support revenues for the
three and nine months ended October 31, 2022. Subscription and support revenues
accounted for approximately 92 percent of our total revenues for the three and
nine months ended October 31, 2022 and 2021, respectively.

For business combinations prior to fiscal 2023, 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. In fiscal 2023, we adopted
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Accounting Standards Update No. 2021-08, "Business Combinations (Topic 805):
Accounting for Contract Assets and Contract Liabilities from Contracts with
Customers" ("ASU 2021-08") which requires contract liabilities (i.e., unearned
revenue) acquired in a business combination to be recognized and measured in
accordance with ASC 606, Revenue from Contracts with Customers, thereby
eliminating the previously unrecognized would-be revenue. The adoption of ASU
2021-08 did not materially impact our results of operations in fiscal 2023.

The increase in professional services and other revenues was due primarily to the higher demand for services from an increased number of customers.

Subscription and Support Revenues by Service Offering

Subscription and support revenues consisted of the following (in millions):


                                                                   Three Months Ended October 31,
                                                              As a % of Total                                   As a % of Total
                                                             Subscription and                                  Subscription and
                                        2022                 Support Revenues               2021               Support Revenues                Growth Rate
Sales                             $        1,717                            24  %       $    1,538                            24  %                        12  %
Service                                    1,856                            26               1,658                            26                           12
Platform and Other                         1,513                            20               1,277                            20                           18
Marketing and Commerce                     1,129                            16               1,006                            16                           12
Data                                       1,018                            14                 900                            14                           13
Total                             $        7,233                           100  %       $    6,379                           100  %                        13  %


                                                               Nine Months Ended October 31,
                                                         As a % of Total                                   As a % of Total
                                                        Subscription and                                  Subscription and
                                   2022                 Support Revenues               2021               Support Revenues                Growth Rate
Sales                        $        5,044                            24  %       $    4,403                            25  %                        15  %
Service                               5,445                            26               4,764                            27                           14
Platform and Other                    4,410                            20               3,159                            18                           40
Marketing and Commerce                3,339                            16               2,856                            16                           17
Data                                  2,994                            14               2,647                            14                           13
Total                        $       21,232                           100  %       $   17,829                           100  %                        19  %


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.

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
greater volatility in revenues period to period compared to our other service
offerings. For example, in fiscal 2022, we made changes to our go-to-market
organizations within our Data offering that created greater short-term
disruption than anticipated, resulting in lower revenue growth in our Data
offering in both the second half of fiscal 2022 and the first quarter of fiscal
2023. We did not see a material impact to Data revenues in the second and third
quarters of fiscal 2023 due to these changes and do not expect these changes to
have a material adverse effect on our business or our ability to meet our
consolidated long-term revenue targets. We are starting to see the benefits of
these changes to our Mulesoft offering and continue to make adjustments to
reaccelerate our Tableau offering. Additionally, as we transition customers
within the Data offering from term software licenses to subscription based
services, revenue associated with such customers will generally be recognized
ratably over the contract term, resulting in potentially less revenue in the
period the customer transitions but potentially increasing revenues over the
remaining term.
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Revenues by Geography

Three Months Ended October 31,


                                                              As a % of Total                             As a % of Total
(in millions)                               2022                  Revenues                2021                Revenues                 Growth rate
Americas                              $       5,361                       68  %       $   4,638                       68  %                       16  %
Europe                                        1,745                       23              1,581                       23                          10
Asia Pacific                                    731                        9                644                        9                          14
                                      $       7,837                      100  %       $   6,863                      100  %                       14  %


                                                                           

Nine Months Ended October 31,


                                                              As a % of Total                             As a % of Total
(in millions)                               2022                  Revenues                2021                Revenues                 Growth rate
Americas                              $      15,593                       68  %       $  13,044                       68  %                       20  %
Europe                                        5,228                       23              4,299                       22                          22
Asia Pacific                                  2,147                        9              1,823                       10                          18
                                      $      22,968                      100  %       $  19,166                      100  %                       20  %


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 international resources. Total revenue during the three months
ended October 31, 2022 was negatively impacted by foreign currency fluctuations
of approximately four percent compared to the three months ended October 31,
2021.

Cost of Revenues
                                                                  Three Months Ended October 31,                                     Variance
                                                               As a % of Total                             As a % of Total
(in millions)                               2022                   Revenues                2021                Revenues               Dollars
Subscription and support              $        1,451                       19  %       $   1,335                       20  %       $      116
Professional services and other                  637                        8                509                        7                 128
Total cost of revenues                $        2,088                       27  %       $   1,844                       27  %       $      244


                                                                  Nine Months Ended October 31,                                     Variance
                                                              As a % of Total                             As a % of Total
(in millions)                               2022                  Revenues                2021                Revenues               Dollars
Subscription and support              $       4,381                       19  %       $   3,603                       19  %       $      778
Professional services and other               1,879                        8              1,409                        7                 470
Total cost of revenues                $       6,260                       27  %       $   5,012                       26  %       $    1,248


For the three months ended October 31, 2022, the increase in cost of revenues
was primarily due to an increase of $137 million in employee-related costs, an
increase of $27 million in stock-based compensation expense and an increase of
$60 million in service delivery costs, primarily due to our efforts to increase
data center capacity. For the nine months ended October 31, 2022, the increase
in cost of revenues was primarily due to an increase of $474 million in
employee-related costs, an increase of $92 million in stock-based compensation
expense, an increase of $261 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 $161 million.

We have increased our headcount by 32 percent since October 31, 2021 to meet the
higher demand for services from our customers, and our fiscal 2023 acquisition
of Traction on Demand also contributed to this increase. We intend to continue
to invest 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 utilize our professional services organization to
facilitate the adoption of our services. The timing of the adoption of our
services may impact our cost of revenues, both in terms of absolute dollars and
as a percentage of revenues, in future periods.
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Operating Expenses

                                                                    Three Months Ended October 31,                                     Variance
                                                                 As a % of Total                             As a % of Total
(in millions)                                 2022                   Revenues                2021                Revenues               Dollars
Research and development                $        1,280                       16  %       $   1,203                       18  %       $       77
Marketing and sales                              3,345                       43              3,111                       45                 234
General and administrative                         664                        8                667                        9                  (3)

Total operating expenses                $        5,289                       67  %       $   4,981                       72  %       $      308


                                                                    Nine Months Ended October 31,                                      Variance
                                                                 As a % of Total                             As a % of Total
(in millions)                                 2022                   Revenues                2021                Revenues               Dollars
Research and development                $        3,927                       17  %       $   3,174                       17  %       $      753
Marketing and sales                             10,141                       44              8,391                       44               1,750
General and administrative                       1,967                        9              1,865                        9                 102
Total operating expenses                $       16,035                       70  %       $  13,430                       70  %       $    2,605


For the three months ended October 31, 2022, the increase in research and
development expenses was primarily due to an increase of approximately
$84 million in employee related costs, an increase in stock-based compensation
expense of $11 million and increases in our development and test data center
costs. For the nine months ended October 31, 2022, the increase in research and
development expenses was primarily due to an increase of approximately $473
million in employee-related costs, an increase in stock-based compensation
expense of $217 million and increases in our development and test data center
costs. Our research and development headcount increased by 11 percent since
October 31, 2021 in order to improve and extend our service offerings, develop
new technologies and integrate acquired companies. The increase in research and
development expenses for the nine months ended October 31, 2022 was also
impacted by the timing of the July 2021 acquisition of Slack. 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 the development of new, and the improvement of existing, technologies and to
support the integration of acquired technologies.

For the three months ended October 31, 2022, the increase in marketing and sales
expenses was primarily due to an increase of $238 million in employee-related
costs, which includes the amortization of deferred commissions, and an increase
in stock-based compensation expense of $14 million. For the nine months ended
October 31, 2022, the increase in marketing and sales expenses was primarily due
to an increase of $1.1 billion in employee-related costs, which includes the
amortization of deferred commissions, an increase of $130 million in stock-based
compensation and an increase in amortization of purchased intangibles of
$202 million. Our marketing and sales headcount increased by 11 percent since
October 31, 2021, primarily due to hiring additional sales personnel to focus on
adding new customers and increasing penetration within our existing customer
base. The increase in marketing and sales expenses for the nine months ended
October 31, 2022 was also impacted by the timing of the July 2021 acquisition of
Slack. We expect that marketing and sales expenses will increase in absolute
dollars and will remain consistent as a percentage of revenues in the near term.

For three months ended October 31, 2022, general and administrative expenses
were relatively consistent with the prior period. The increase in general and
administrative expenses for the nine months ended October 31, 2022 was impacted
by the timing of the July 2021 acquisition of Slack. Our general and
administrative headcount increased by seven percent since October 31, 2021 as we
added personnel to support our growth. The nine months ended October 31, 2021
include transaction costs associated with our acquisition of Slack of
approximately $54 million. We expect that general and administrative expenses
may increase in absolute dollars but will generally remain consistent as a
percentage of revenue in the near term.
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Other Income and Expense
                                                              Three Months Ended October 31,            Variance
(in millions)                                                    2022                  2021              Dollars

Gains on strategic investments, net                        $           23          $     363          $     (340)
Other expense                                                          (8)              (102)                 94


                                             Nine Months Ended October 31,             Variance
(in millions)                                      2022                    2021        Dollars

Gains on strategic investments, net   $        75                        $ 1,177      $ (1,102)
Other expense                                (121)                          (172)           51


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. For the three months ended October 31, 2022, our strategic
investment portfolio gains were primarily driven by unrealized gains on
privately held equity investments and realized gains on sales of securities of
$57 million and $34 million, respectively, partially offset by $68 million of
impairments. For the nine months ended October 31, 2022 our strategic investment
portfolio gains were primarily driven by unrealized gains on privately held
equity investments and realized gains on sales of securities of $174 million and
$125 million, respectively, which was partially offset by impairments of $121
million and high public market volatility resulting in an unrealized loss on our
publicly held investments of $103 million.

Other expense primarily consists of interest expense on our debt as well as our
finance leases offset by investment income. Interest expense was $75 million and
$72 million for the three months ended October 31, 2022 and 2021, respectively
and $224 million and $147 million for the nine months ended October 31, 2022 and
2021, respectively.

Benefit From (Provision For) Income Taxes


                                                             Three Months Ended October 31,              Variance
(in millions)                                                    2022                   2021              Dollars
Benefit from (provision for) income taxes                $          (265)           $     169          $     (434)
Effective tax rate                                                    56    %             (57) %


                                                             Nine Months Ended October 31,              Variance
(in millions)                                                   2022                   2021              Dollars
Benefit from (provision for) income taxes                $         (321)           $    (257)         $      (64)
Effective tax rate                                                   51    %              15  %


We recorded a tax provision of $265 million on pretax income of $475 million for
the three months ended October 31, 2022, and a tax provision of $321 million on
pretax income of $627 million for the nine months ended October 31, 2022. The
majority of our year-to-date tax provision was related to taxes from profitable
jurisdictions outside of the United States which includes withholding taxes. 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, including, for example, acquisitions,
changes to our operating structure, COVID-19 and other macroeconomic factors.

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.

Additionally, the provision from the Tax Cuts and Jobs Act of 2017 that requires
capitalization and amortization of research and development costs is effective
starting fiscal 2023. If not deferred, modified or repealed, this provision may
materially increase future cash taxes.

The Inflation Reduction Act was signed into law in August 2022. The Inflation
Reduction Act introduced new provisions, including a 15 percent corporate
alternative minimum tax for certain large corporations that have at least an
average of $1 billion adjusted financial statement income over a consecutive
three-tax-year period. The corporate minimum tax will be effective for fiscal
2024. We are currently evaluating the applicability and the effect of the new
law to our financial results.
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Liquidity and Capital Resources



At October 31, 2022, our principal sources of liquidity were cash, cash
equivalents and marketable securities totaling $11.9 billion and accounts
receivable of $4.3 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, 2022 provides the
ability to borrow up to $3.0 billion in unsecured financing (the "Credit
Facility"), also serves as a source of liquidity.

Cash from operations could continue to be affected by various risks and
uncertainties, including, but not limited to, the 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 maintenance 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.

Cash Flows



For the three and nine months ended October 31, 2022 and 2021, our cash flows
were as follows (in millions):
3                                                Three Months Ended October 31,                Nine Months Ended October 31,
                                                     2022                  2021                  2022                   2021
Net cash provided by operating activities     $           313          $    

404 $ 4,323 $ 4,018 Net cash provided by (used in) investing activities

                                                533               (976)                   (2,301)            (13,077)
Net cash provided by (used in) financing
activities                                             (1,678)              (970)                   (1,341)              7,635


Operating Activities

The net cash provided by operating activities during the nine months ended
October 31, 2022 was related to net income of $306 million, adjusted for
non-cash items including $2.8 billion of depreciation and amortization and $2.5
billion related to stock-based compensation expense. Cash provided by operating
activities can be significantly impacted by factors such as growth in new
business, timing of cash receipts from customers, vendor payment terms and
timing of payments to vendors. Cash provided by operating activities during the
nine months ended October 31, 2022 was further benefited by the change in
accounts receivable, net of $5.5 billion due to cash collections and partially
offset by the change in unearned revenue of $4.4 billion and the change in
accounts payable, accrued expenses and other liabilities of $1.2 billion. As our
business continues to grow and our expenses remain in line with or less than our
revenue growth, we expect to continue to see growth in net cash provided by
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 and
adjusted for non-cash items such as $2.4 billion related to depreciation and
amortization, $2.0 billion of expenses related to stock-based compensation
expense and $1.2 billion related to gains on strategic investments, net. Cash
provided by operating activities during the nine months ended October 31, 2021
further benefited by the change in accounts receivable of $3.9 billion,
partially offset by the change in unearned revenue, net of $2.9 billion.

Investing Activities



The net cash used in investing activities during the nine months ended October
31, 2022 was primarily related to net outflows of $1.0 billion from marketable
securities activity, cash consideration for acquisitions of approximately
$439 million and net outflows of $294 million from strategic investment
activity.

The net cash used in investing activities during the nine months ended October
31, 2021 was primarily related to the cash consideration for the acquisitions of
Slack and Acumen, net of cash acquired, of approximately $14.8 billion partially
offset by net cash inflows of $1.1 billion from marketable securities and $1.2
billion from strategic investments.

Financing Activities

Net cash used in financing activities during the nine months ended October 31, 2022 consisted primarily of $1.7 billion from repurchases of common stock partially offset by $688 million from proceeds from equity plans.



Net cash provided by financing activities during the nine months ended October
31, 2021 consisted primarily of net proceeds of $7.9 billion from our July 2021
issuance of Senior Notes, $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.
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Debt



As of October 31, 2022, we had senior unsecured debt outstanding, with
maturities starting in April 2023 through July 2061. The total carrying value of
this debt was $10.4 billion, of which $1.0 billion is related to the 2023 Senior
Notes due in the next 12 months. 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 June 2023, with a
total carrying value of $183 million. We were in compliance with all debt
covenants as of October 31, 2022.

In December 2020, we entered into the Revolving Loan Credit Agreement, which
provides for a $3.0 billion unsecured revolving Credit Facility that matures in
December 2025. There were no outstanding borrowings under the Credit Facility as
of October 31, 2022. 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. In April 2022, we amended the Revolving Loan Credit Agreement
to reflect certain immaterial administrative changes.

We do not have any special purpose entities and we do not engage in off-balance sheet financing arrangements.



Share Repurchase Program

In August 2022, the Board of Directors authorized a program to repurchase up to
$10.0 billion of our common stock (the "Share Repurchase Program"). The Share
Repurchase Program does not have a fixed expiration date and does not obligate
us to acquire any specific number of shares. During the three months ended
October 31, 2022, we repurchased approximately 11 million shares of our common
stock for approximately $1.7 billion at an average cost of $152.66. All
repurchases were made in open market transactions. As of October 31, 2022, we
were authorized to purchase a remaining $8.3 billion of the Company's common
stock under the Share Repurchase Program. Subsequent to October 31, 2022, we
have paid approximately $0.8 billion through November 29, 2022 for additional
shares under the Share Repurchase Program.

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, 2022, the future non-cancelable minimum payments under these
commitments were approximately $4.4 billion, with payments of $0.8 billion due
in the next 12 months and $3.6 billion due thereafter. As of October 31, 2022,
we have additional operating leases that have not yet commenced totaling $450
million. We generally expect to satisfy these commitments with cash on hand and
cash provided by operating activities.

During fiscal 2023 and in future fiscal years, we have made, and expect to continue to make, additional investments in our infrastructure to scale our operations to 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.

Other Future Obligations



Our overall acquisition strategy may evolve to require integration and business
operation changes that may result in incremental income tax costs. The timing
and amount of a tax 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.

The Inflation Reduction Act was signed into law in August 2022. The Inflation
Reduction Act introduced new provisions, including a 15 percent corporate
alternative minimum tax for certain large corporations that have at least an
average of $1 billion adjusted financial statement income over a consecutive
three-tax-year period, and a 1 percent excise tax imposed on certain stock
repurchases by publicly traded companies. The corporate minimum tax will be
effective in fiscal 2024, and the excise tax applies to stock repurchases made
after December 31, 2022. We are currently evaluating the applicability and the
effect of the new law to our future cash flows.
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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 the communities in which we work and live. 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.

The topics covered in this section are informed by an internal ESG
prioritization assessment refreshed in fiscal 2022, which assesses topics based
on their potential impact to both our own enterprise value creation and the
environment and society more broadly. The assessment gathered input from a
number of our key internal and external stakeholders, such as investors,
customers, suppliers, our employees and executives, non-governmental
organizations and sector organizations. Our ESG disclosures are also informed by
relevant topics identified through third-party ESG reporting organizations,
frameworks and standards, such as 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 in our annual Stakeholder Impact
Report, https://salesforce.com/stakeholder-impact-report.

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.

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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