The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the condensed consolidated
financial statements and the related notes thereto included elsewhere in this
Quarterly Report on Form 10-Q and the audited consolidated financial statements
and notes thereto and the information contained in Item 5. Operating and
Financial Review and Prospects for the year ended June 30, 2022, included in our
Annual Report on Form 20-F filed with the SEC on August 19, 2022.

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 (the
"Securities Act"), Section 21E of the Exchange Act and the Private Securities
Litigation Reform Act of 1995. In some cases, you can identify these statements
by forward-looking words such as "may," "will," "expect," "believe,"
"anticipate," "intend," "could," "should," "estimate," or "continue," and
similar expressions or variations, but these words are not the exclusive means
for identifying such statements. Such forward-looking statements are subject to
risks, uncertainties and other factors that could cause actual results and the
timing of certain events to differ materially from future results and timing
expressed or implied by such forward-looking statements. Factors that could
cause or contribute to such differences include, but are not limited to, those
identified below, and those discussed in the section titled "Risk Factors" in
Part II, Item 1A of this Quarterly Report on Form 10-Q. The forward-looking
statements in this Quarterly Report on Form 10-Q represent our views as of the
date of this Quarterly Report on Form 10-Q. Except as may be required by law, we
assume no obligation to update these forward-looking statements or the reasons
that results could differ from these forward-looking statements. You should,
therefore, not rely on these forward-looking statements as representing our
views as of any date subsequent to the date of this Quarterly Report on Form
10-Q.

Our free cash flow measures included in the sections entitled "Key Business
Metrics-Free Cash Flow" are not presented in accordance with GAAP. These
non-GAAP financial measures are not intended to be considered in isolation or as
a substitute for, or superior to, financial information prepared and presented
in accordance with GAAP. These measures may be different from non-GAAP financial
measures used by other companies, thus limiting their usefulness for comparison
purposes. We encourage investors to carefully consider our results under GAAP,
as well as our supplemental non-GAAP results, to more fully understand our
business.

Company Overview

Our mission is to unleash the potential of every team.

Our products help teams organize, discuss and complete their work - delivering superior outcomes for their organizations.



Our products serve teams of all shapes and sizes, in virtually every industry.
Our primary products include Jira Software and Jira Work Management for planning
and project management, Confluence for content creation and sharing, Trello for
capturing and adding structure to fluid, fast-forming work for teams, Jira
Service Management for team service, management and support applications, Jira
Align for enterprise agile planning, and Bitbucket for code sharing and
management. Together, our products form an integrated system for organizing,
discussing and completing shared work, becoming deeply entrenched in how people
collaborate and how organizations run.

Our mission is possible with deep investment in product development to create
and refine high-quality and versatile products that users love. By making our
products affordable for organizations of all sizes and transparently sharing our
pricing online for most of our products, we do not follow the practice of opaque
pricing and ad hoc discounting that is typical in the enterprise software
industry. We pursue customer volume, targeting every organization, regardless of
size, industry, or geography. This allows us to operate at unusual scale for an
enterprise software company, with more than 250,000 customers across virtually
every industry sector in approximately 200 countries as of December 31, 2022.
Our customers range from small organizations that have adopted one of our
products for a small group of users, to over two-thirds of the Fortune 500, many
of which use a combination of our products across thousands of users.

To reach this expansive market, we primarily distribute and sell our products
online, without traditional sales infrastructure, where our customers can get
started in minutes without the need for assistance. We focus on enabling a
self-service, low-friction model that makes it easy for customers to try, adopt
and use our products. By making our products simple, powerful, affordable and
easy to adopt, we generate demand from word-of-mouth and viral expansion within
organizations.

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Our culture of innovation, transparency and dedication to customer service
drives our success in implementing and refining this unique approach. We believe
this approach creates a self-reinforcing effect that fosters innovation,
quality, customer success, scale and profitability. As a result of this
strategy, we invest significantly more in research and development activities
than in traditional sales activities relative to other enterprise software
companies.

A substantial majority of our sales are automated through our website, including
sales of our products through our solution partners and resellers. Our solution
partners and resellers primarily focus on customers in regions that require
local language support and other customized needs. We plan to continue to invest
in our partner programs to help us enter and grow in new markets, complementing
our automated, low-touch approach.

We generate revenues primarily in the form of subscriptions, maintenance and
other sources. Subscription revenues consist primarily of fees earned from
subscription-based arrangements for providing customers the right to use our
software in a cloud-based-infrastructure that we provide ("Cloud offerings"). We
also sell on-premises term license agreements for our Data Center products
("Data Center offerings"), consisting of software licensed for a specified
period and support and maintenance service that is bundled with the license for
the term of the license period. Subscription revenues also include
subscription-based agreements for our premier support services. From time to
time, we make changes to our product offerings, prices and pricing plans for our
products which may impact the growth rate of our revenue, our deferred revenue
balances, and customer retention.

Maintenance provides our customers with access to unspecified future updates,
upgrades and enhancements and technical product support on an
if-and-when-available basis for perpetual license products purchased and
operated by our customers on their premises ("Server offerings"). Maintenance
revenue combined with our subscription revenue business, through our Cloud and
Data Center products, results in a large recurring revenue base. In each of the
past three fiscal years, more than 80% of our total revenues have been of a
recurring nature from either maintenance fees or subscriptions.

Customers typically pay us maintenance fees annually, at the beginning of each
year. We typically recognize revenue on the license portion of term license
agreements (Data Center offerings) once the customer obtains control of the
license, which is generally upon delivery of the license, and for maintenance
and subscriptions, revenue is recognized ratably over the term of the contract.
Any invoice amounts or payments received in advance of revenue recognition from
subscriptions or maintenance are included in our deferred revenue balance. The
deferred revenue balance is influenced by several factors, including customer
decisions around the timing of renewals, length of contracts and invoice timing
within the period. We no longer sell perpetual licenses for our Server
offerings. Since February 2022, we no longer sell upgrades to Server offerings
and plan to end maintenance and support for these Server offerings in February
2024. We will proactively help our customers transition to other versions of our
products with our migration tools and programs, customer support teams, and
pricing and packaging options.

Economic Conditions



Our results of operations may vary based on the impact of changes in the global
economy on us or our customers. Our business depends on demand for business
software applications generally and for collaboration software solutions in
particular. Weakening economic conditions as a result of rising inflation,
increases in interest rates, and Russia's invasion of Ukraine did not
individually have a material adverse impact on our financial condition or
results of operations during the three and six months ended December 31, 2022;
however, starting in fiscal year 2023 we began to see the growth from existing
customers moderate. This trend has become more pronounced during the three
months ended December 31, 2022. We believe this is largely due to customers
impacted by weakening economic conditions. The extent to which these risks
ultimately impact our business, results of operations, and financial position
will depend on future developments, which are uncertain and cannot be predicted
at this time.

Key Business Metrics

We utilize the following key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate business plans and make strategic decisions.



Customers

We have successfully demonstrated a history of growing both our customer base
and spend per customer through growth in users, purchase of new licenses and
adoption of new products. We believe that our ability to attract new customers
and grow our customer base drives our success as a business.

                                       38
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In the first quarter of fiscal year 2022, we refined the definition of number of
customers at the end of any particular period to be the number of organizations
with unique domains that have at least one active and paid non-starter license
or subscription, with two or more seats. A single-user account is no longer
counted as a customer. While a single customer may have distinct departments,
operating segments, or subsidiaries with multiple active licenses or
subscriptions of our products, if the product deployments share a unique domain
name, we only include the customer once for purposes of calculating this metric.
We define active licenses as those licenses that are under an active maintenance
or subscription contract as of period end.

Our customers, as defined in this metric, have generated substantially all of
our revenue in each of the periods presented. Including single-user accounts and
organizations who have only adopted our free or starter products, the active use
of our products extends well beyond our more than 250,000 customers. With these
customers using our software today, we are able to reach a vast number of users,
gather insights to refine our offerings and generate growing revenue by
expanding within our customer base. No single customer contributed more than 5%
of our total revenues during the three and six months ended December 31, 2022.

The following table sets forth our number of customers:



                                                                                                       As of
                                          December 31, 2021            March 31, 2022             June 30, 2022            September 30, 2022           December 31, 2022
Number of customers                            226,521                    234,575                   242,623                     249,173                      253,177


Free Cash Flow

Free cash flow is a non-GAAP financial measure that we calculate as net cash
provided by operating activities less net cash used in investing activities for
capital expenditures. Management considers free cash flow to be a liquidity
measure that provides useful information to management and investors about the
amount of cash generated by our business that can be used for strategic
opportunities, including investing in our business, making strategic
acquisitions, and strengthening our financial position. Free cash flow is not a
measure calculated in accordance with GAAP and should not be considered in
isolation from, or as a substitute for financial information prepared in
accordance with GAAP, such as GAAP net cash provided by operating activities. In
addition, Free cash flow may not be comparable to similarly titled metrics of
other companies due to differences among methods of calculation. The following
table presents a reconciliation of net cash provided by operating activities to
free cash flow for the periods presented (in thousands):

                                                Three Months Ended December 31,               Six Months Ended December 31,
                                                   2022                   2021                   2022                  2021

Net cash provided by operating activities $ 150,525 $ 206,455 $ 242,967 $ 271,456 Less: Capital expenditures

                            (4,040)            (12,581)                 (20,536)            (19,462)
Free cash flow                              $        146,485          $  193,874          $       222,431          $  251,994


Free cash flow decreased by $47.4 million during the three months ended December
31, 2022 as compared to the three months ended December 31, 2021. The net
decrease of net cash provided by operating activities was primarily attributable
to an increase in cash paid to suppliers and employees and cash used to pay
income taxes, offset by an increase in cash received from customers. The net
decrease of free cash flow was primarily attributable to the net decrease of net
cash provided by operating activities described above, offset by a decrease in
capital expenditures.

Free cash flow decreased by $29.6 million during the six months ended December
31, 2022 as compared to the six months ended December 31, 2021. The net decrease
of net cash provided by operating activities was primarily attributable to an
increase in cash paid to suppliers and employees and cash used to pay income
taxes, offset by an increase in cash received from customers. The net decrease
of free cash flow was primarily attributable to the net decrease of net cash
provided by operating activities described above.

For more information about net cash provided by operating activities, please see "Liquidity and Capital Resources."


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Components of Results of Operations



On September 30, 2022, the Company completed the U.S. Domestication to change
its publicly traded parent company from a company incorporated under the laws of
England and Wales to a Delaware corporation. In fiscal year 2022 and prior
periods, we prepared our financial information in accordance with IFRS. As a
consequence of becoming a U.S. domestic issuer, beginning with the Quarterly
Report on Form 10-Q for the three months ended September 30, 2022, we are
required to present our financial information in accordance with GAAP. The below
financial information has been prepared in accordance with GAAP. The financial
information should not be expected to correspond to figures we have previously
presented under IFRS.

Sources of Revenues

Subscription Revenues

Subscription revenues consist primarily of fees earned from subscription-based
arrangements for providing customers the right to use our software in a
cloud-based-infrastructure that we provide. We also sell on-premises term
license agreements for our Data Center products, which consist of software
licensed for a specified period and include support and maintenance services
that are bundled with the license for the term of the license period.
Subscription revenues also include subscription-based agreements for our premier
support services. Subscription revenues are driven primarily by the number and
size of active licenses, the type of product and the price of the licenses. Our
subscription-based arrangements generally have a contractual term of one to
twelve months, with a majority being one month. For cloud-based services,
subscription revenue is recognized ratably as services are performed, commencing
with the date the service is made available to customers. For Data Center
products, we recognize revenue upfront for the portion that relates to the
delivery of the term license and the support and related revenue is recognized
ratably as the services are delivered over the term of the arrangement. Premier
support consists of subscription-based arrangements for a higher level of
support across different deployment options, and revenue is recognized ratably
as the services are delivered over the term of the arrangement.

Maintenance Revenues

Maintenance revenues represent fees earned from providing customers unspecified future updates, upgrades and enhancements and technical product support for perpetual license products on an if-and-when-available basis. Maintenance revenue is recognized ratably over the term of the support period.

Other Revenues



Other revenues primarily include perpetual license revenue and fees received for
sales of third-party apps in the Atlassian Marketplace. Technical account
management, consulting and training services are also included in other
revenues. Perpetual license revenues represent fees earned from the license of
software to customers for use on the customer's premises other than data center
products. Software is licensed on a perpetual basis. Perpetual license revenues
consist of the revenues recognized from sales of licenses to customers. The
Company no longer sells perpetual licenses or upgrades for our Server offerings.
The Company typically recognized revenue on the license portion of perpetual
license arrangements once the customer obtained control of the license, which is
generally upon delivery of the license. Revenue from the sale of third-party
apps via Atlassian Marketplace is recognized on the date of product delivery
given that all of our obligations have been met at that time and on a net basis
the Company functions as the agent in the relationship. Revenue from technical
account management is recognized over the time period that the customer has
access to the service. Revenue from consulting and training is recognized over
time as the services are performed.

We expect subscription revenue to increase and continue to be our primary driver
of revenue growth as our customers continue to migrate to our Cloud and Data
Center offerings. Migrating our larger customers to the cloud continues to be
one of our most important priorities over the next several years. Consistent
with our strategy, our Server business is expected to contract. Maintenance
revenue is expected to decline as Server customers migrate to our Cloud and Data
Center offerings.
                                       40
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Cost of Revenues



Cost of revenues primarily consists of expenses related to compensation expenses
for our employees, including stock-based compensation, hosting our cloud
infrastructure, which includes third-party hosting fees and depreciation
associated with computer equipment and software; payment processing fees;
consulting and contractors costs, associated with our customer support and
infrastructure service teams; amortization of acquired intangible assets;
certain IT program fees; and facilities and related overhead costs. To support
our cloud-based infrastructure, we utilize third-party managed hosting
facilities and self-managed data centers. We allocate stock-based compensation
to personnel costs based on the expense category in which the employee works. We
allocate overhead such as information technology infrastructure, rent and
occupancy charges in each expense category based on headcount in that category.
As such, general overhead expenses are reflected in cost of revenues and
operating expense categories.

Our cost of revenues also includes amortization of acquired intangible assets, such as the amortization of the cost associated with an acquired company's developed technology.

We expect cost of revenues to increase as we continue to invest in our cloud-based infrastructure to support migrations and our cloud customers.

Gross Profit and Gross Margin

Gross profit is total revenues less total cost of revenues. Gross margin is gross profit expressed as a percentage of total revenues. Gross margin can fluctuate from period to period as a result of changes in product and services mix.



We expect gross margin to decrease due to the sales mix shift from Server
offerings to Cloud offerings. This impact will be primarily driven by increased
hosting costs as well as additional personnel costs to support migrations and
our cloud customers.

Operating Expenses

Our operating expenses are classified as research and development, marketing and
sales, and general and administrative. For each functional category, the largest
component is compensation expenses, which include salaries and bonuses,
stock-based compensation, employee benefit costs, and contractor costs. We
allocate overhead, such as information technology infrastructure, rent, and
occupancy charges in each expense category based on headcount in that category.

Research and Development



Research and development expenses consist primarily of compensation expense for
our employees, including stock-based compensation, consulting and contractors
costs, contract software development costs, facilities and related overhead
costs, and certain IT program expenses. We continue to focus our research and
development efforts on building new products, adding new features and services,
integrating acquired technologies, increasing functionality, enhancing our cloud
infrastructure and developing our mobile capabilities.

Marketing and Sales



Marketing and sales expenses consist primarily of compensation expense for our
employees, including stock-based compensation, marketing and sales programs,
consulting and contractors costs, facilities and related overhead costs and
certain IT program expenses. Marketing programs consist of advertising,
promotional events, corporate communications, brand building and product
marketing activities such as online lead generation. Sales programs consist of
activities and teams focused on supporting our solution partners and resellers,
tracking channel sales activity, supporting and servicing our customers by
helping them optimize their experience and expand the use of our products across
their organizations and helping product evaluators learn how they can use our
tools most effectively.

General and Administrative

General and administrative expenses consist primarily of compensation expense
for our employees, including stock-based compensation, for finance, legal, human
resources and information technology personnel, consulting and contractors
costs, certain IT program expenses, other corporate expenses and facilities and
related overhead costs.

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Income Taxes

Provision for income taxes consists primarily of income taxes related to federal, state, and foreign jurisdictions where we conduct business.

Net Loss



We incurred a net loss during the three and six months ended December 31, 2022,
primarily due to our significant investments in research and development,
infrastructure for our Cloud offerings, as well as in growing our team. We also
incurred additional tax expense from the recognition of a reserve for uncertain
tax positions in the three months ended December 31, 2022.

Critical Accounting Estimates



Our condensed consolidated financial statements have been prepared in accordance
with GAAP. The preparation of these condensed consolidated financial statements
requires us to make estimates and assumptions that affect the reported amounts
of assets and liabilities and the disclosure of contingent assets and
liabilities at the date of the condensed consolidated financial statements, as
well as the reported revenues and expenses during the reporting periods. These
items are monitored and analyzed by us for changes in facts and circumstances,
and material changes in these estimates could occur in the future. We base our
estimates on historical experience and on various other factors that we believe
are reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Changes in estimates are reflected in
reported results for the period in which they become known. Actual results may
differ from these estimates under different assumptions or conditions and such
differences could be material.

While our significant accounting policies are more fully described in Note 2,
"Summary of Significant Accounting Policies" to the notes to our condensed
consolidated financial statements, the following accounting policies involve a
greater degree of judgment and complexity. Accordingly, these are the accounting
policies that we believe are the most critical to aid in fully understanding and
evaluating our financial condition and results of operations.

Revenue Recognition

Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations may require judgment.



We allocate the transaction price for each contract to each performance
obligation based on the relative SSP for each performance obligation. We use
judgment in determining the SSP for products and services. We typically
determine an SSP range for our products and services, which is reassessed on a
periodic basis or when facts and circumstances change. For all performance
obligations other than perpetual and term licenses, we are able to determine SSP
based on the observable prices of products or services sold separately in
comparable circumstances to similar customers. In instances where performance
obligations do not have observable standalone sales, we utilize available
information that may include market conditions, pricing strategies, the economic
life of the software, and other observable inputs to estimate the price we would
charge if the products and services were sold separately.

Our products are generally sold with a right of return, we may provide other
credits or incentives, and, in certain instances, we estimate customer usage of
our services, which are accounted for as variable consideration when determining
the amount of revenue to recognize. Returns and credits are estimated at
contract inception and updated at the end of each reporting period if additional
information becomes available. Variable consideration was not material for the
periods presented.

Strategic Investments

Investments in privately held equity securities without readily determinable
fair values in which we do not own a controlling interest or have significant
influence over are measured using the measurement alternative. In applying the
measurement alternative, the carrying value of the investment is measured at
cost, less impairment, if any, plus or minus changes resulting from observable
price changes from orderly transactions for identical or similar investments of
the same issuer in the period of occurrence. In determining the estimated fair
value of our strategic investments in privately held companies, we use the most
recent data available to us. Valuations of privately held securities are
inherently complex due to the lack of readily available market data and require
the use of judgment. The determination of whether an orderly transaction is for
an identical or similar investment requires significant

                                       42
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judgment. In our evaluation, we consider factors such as differences in the rights and preferences of the investments and the extent to which those differences would affect the fair values of those investments.



We assess our privately held debt and equity securities' strategic investment
portfolio quarterly for impairment. Our impairment analysis encompasses an
assessment of both qualitative and quantitative analyses of key factors
including the investee's financial metrics, market acceptance of the investee's
product or technology, general market conditions and liquidity considerations.
If the investment is considered to be impaired, we record the investment at fair
value by recognizing an impairment through the condensed consolidated statements
of operations and establishing a new carrying value for the investment.

Valuation of Minority Interest in Equity Method Investment



In July 2022, we completed a non-cash sale of our controlling interest in VFT to
a third-party buyer. VFT was established for the construction project associated
with our new Australian HQ Property. We retained a minority equity interest of
13% in the form of ordinary shares and have significant influence in VFT. VFT
was deconsolidated at the time of the sale, and we accounted for our retained
equity interest as an equity method investment in our condensed consolidated
financial statements.

We used our best estimates and assumptions to accurately determine the fair
value of our retained equity interest in VFT. The estimation is primarily due to
the judgmental nature of the inputs to the valuation model used to measure fair
value and the sensitivity to the significant underlying assumptions. Our
estimates are inherently uncertain. We used a discounted cash flow model to
calculate the fair value of our retained equity interest. The significant inputs
to the valuation included observable market inputs, including capitalization
rate, discount rate, and other management inputs, including the underlying
building practical completion date. These assumptions are forward-looking and
could be affected by future economic and market conditions and construction
progress.

Income Tax



We account for income taxes using the asset and liability method. We recognize
deferred tax assets and liabilities for the future tax consequences attributable
to (i) temporary differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases and (ii)
operating loss and tax credit carryforwards. Deferred tax assets are recognized
subject to management's judgment that realization is more likely than not
applicable to the periods in which we expect the temporary difference will
reverse. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled.

Valuation allowances are established when necessary to reduce deferred tax
assets to the amounts that are more likely than not expected to be realized.
Future realization of deferred tax assets ultimately depends on the existence of
sufficient taxable income within the carryback or carryforward periods available
under the applicable tax law. We regularly review the deferred tax assets for
recoverability based on historical taxable income, projected future taxable
income, the expected timing of the reversals of existing temporary differences
and tax planning strategies. Our judgment regarding future profitability may
change due to many factors, including future market conditions and the ability
to successfully execute our business plans and tax planning strategies. Should
there be a change in the ability to recover deferred tax assets, our income tax
provision would increase or decrease in the period in which the assessment is
changed.

In the multiple tax jurisdictions in which we operate, our tax returns are
subject to routine audit by the Internal Revenue Service, ATO, and other
taxation authorities. These audits at times may produce alternative views
regarding certain tax positions taken in the year(s) of review. As a result, we
record uncertain tax positions, which require recognition at the time when it is
deemed more likely than not that the position in question will be upheld.
Although management believes that the judgment and estimates involved are
reasonable and that the necessary provisions have been recorded, changes in
circumstances or unexpected events could adversely affect our financial
position, results of operations, and cash flows.

New Accounting Pronouncements Pending Adoption

The impact of recently issued accounting standards is set forth in Note 2, "Summary of Significant Accounting Policies," of the notes to our condensed consolidated financial statements.


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Results of Operations

The following table sets forth our results of operations for the periods indicated (in thousands, except for percentages of total revenues):



                                                   Three Months Ended December 31,                                                  Six Months Ended December 31,
                                               2022                                   2021                                    2022                                     2021

Revenues:
Subscription                    $        711,199              82  %       $ 508,987              74  %       $     1,362,183                   82  %       $  944,283              72  %
Maintenance                              106,023              12            127,059              18                  219,588                   13             257,649              20
Other                                     55,482               6             52,480               8                   98,325                    5             100,618               8
Total revenues                           872,704             100            688,526             100                1,680,096                  100           1,302,550             100
Cost of revenues                         155,945              18            110,191              16                  295,337                   18             206,447              16
Gross profit                             716,759              82            578,335              84                1,384,759                   82           1,096,103              84
Operating expenses:
Research and development                 473,676              54            318,569              46                  872,682                   52             590,709              45
Marketing and sales                      186,191              21            121,046              18                  346,319                   20             220,375              17
General and administrative               156,131              18            115,678              17                  299,024                   18             205,500              16
Total operating expenses                 815,998              93            555,293              81                1,518,025                   90           1,016,584              78
Operating income (loss)                  (99,239)            (11)            23,042               3                 (133,266)                  (8)             79,519               6
Other income (expense), net               (6,749)             (1)           (22,343)             (3)                  22,540                    1            (478,147)            (37)
Interest income                            8,963               1                 74               -                   14,106                    1                 351               -
Interest expense                          (7,508)             (1)           (21,022)             (3)                 (13,629)                  (1)            (32,540)             (2)
Loss before income taxes                (104,533)            (12)           (20,249)             (3)                (110,249)                  (7)           (430,817)            (33)
Provision for income taxes              (100,498)            (12)            (2,079)              -                 (108,523)                  (6)             (2,715)              -
Net loss                        $       (205,031)            (24) %       $ (22,328)             (3) %       $      (218,772)                 (13) %       $ (433,532)            (33) %




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Three Months Ended December 31, 2022 and 2021

Revenues


                                                Three Months Ended December 

31,


(in thousands, except percentage data)             2022                   2021              $ Change               % Change
Subscription                                $        711,199          $  508,987          $  202,212                       40  %
Maintenance                                          106,023             127,059             (21,036)                     (17)
Other                                                 55,482              52,480               3,002                        6
Total revenues                              $        872,704          $  688,526          $  184,178                       27  %


Total revenues increased $184.2 million, or 27%, in the three months ended
December 31, 2022 compared to the three months ended December 31, 2021. Growth
in total revenues was primarily attributable to increased demand for our
products from both new and existing customers. Of total revenues recognized in
the three months ended December 31, 2022, over 90% was attributable to sales to
customer accounts existing on or before September 30, 2022. Our number of total
customers increased to 253,177 at December 31, 2022 from 226,521 at December 31,
2021.

Subscription revenues increased $202.2 million, or 40%, in the three months
ended December 31, 2022 compared to the three months ended December 31, 2021.
The increase in subscription revenues was primarily attributable to additional
subscriptions from our existing customer base, and customers migrating to
subscription services for our Cloud offerings and term-based licenses for our
Data Center offerings.

Maintenance revenues decreased $21.0 million, or 17%, in the three months ended
December 31, 2022 compared to the three months ended December 31, 2021. We no
longer offer upgrades to perpetual licenses beginning February 2022, and plan to
end maintenance and support for these products in February 2024.

Other revenues increased $3.0 million, or 6%, in the three months ended December
31, 2022 compared to the three months ended December 31, 2021. The increase in
other revenues was primarily attributable to an increase of $10.5 million in
revenue from sales of third-party apps through our Atlassian Marketplace, offset
by a decrease of $8.0 million in perpetual license revenues as we discontinued
selling new perpetual licenses for our products beginning February 2021.

Total revenues by deployment options were as follows:


                                              Three Months Ended December 

31,


(in thousands, except percentage data)           2022                    2021              $ Change               % Change

Cloud                                     $        512,335          $   364,099          $  148,236                       41  %
Data Center                                        194,264              139,108              55,156                       40
Server                                             106,168              135,519             (29,351)                     (22)
Marketplace and services                            59,937               49,800              10,137                       20
Total revenues                            $        872,704          $   688,526          $  184,178                       27  %

Total revenues by geography were as follows:


                                             Three Months Ended December 

31,


(in thousands, except percentage data)          2022                    2021              $ Change               % Change

Americas                                 $        429,709          $   348,256          $   81,453                       23  %
EMEA                                              343,770              263,695              80,075                       30
Asia Pacific                                       99,225               76,575              22,650                       30
Total revenues                           $        872,704          $   688,526          $  184,178                       27  %



                                       45

--------------------------------------------------------------------------------

Cost of Revenues


                                             Three Months Ended December 

31,


(in thousands, except percentage data)        2022                   2021                $ Change               % Change

Cost of revenues                         $       155,945       $         110,191       $   45,754                       42  %
Gross margin                                       82  %                 84    %


Cost of revenues increased $45.8 million, or 42%, in the three months ended
December 31, 2022 compared to the three months ended December 31, 2021. The
overall increase was primarily attributable to an increase of $21.3 million in
compensation expense for employees (which includes an increase of $10.1 million
in stock-based compensation), an increase of $15.1 million in hosting fees paid
to third-party providers, and an increase of $3.3 million in professional
services.

Operating Expenses

Research and Development
                                               Three Months Ended December 31,
(in thousands, except percentage data)            2022                    2021              $ Change              % Change

Research and development                   $        473,676          $   318,569          $ 155,107                       49  %


Research and development expenses increased $155.1 million, or 49%, in the three
months ended December 31, 2022 compared to the three months ended December 31,
2021. The overall increase was primarily attributable to an increase of $126.5
million in compensation expenses for employees (which includes an increase of
$79.2 million in stock-based compensation), and an increase of $12.2 million in
professional services.

Marketing and Sales
                                               Three Months Ended December 31,
(in thousands, except percentage data)          2022                    2021                $ Change              % Change

Marketing and sales                       $      186,191                 121,046          $  65,145                       54  %


Marketing and sales expenses increased $65.1 million, or 54%, for the three
months ended December 31, 2022, compared to the three months ended December 31,
2021. The overall increase was primarily attributable to an increase of $38.9
million in compensation expenses for employees (which includes an increase of
$16.3 million in stock-based compensation), an increase of $7.7 million in
professional services, and an increase of $7.1 million in online product
advertisement expenses.

General and Administrative
                                                   Three Months Ended December 31,
(in thousands, except percentage data)              2022                    2021                $ Change              % Change

General and administrative                    $      156,131                 115,678          $  40,453                       35  %


General and administrative expenses increased $40.5 million, or 35%, in the
three months ended December 31, 2022 compared to the three months ended December
31, 2021. The overall increase was primarily attributable to an increase of
$34.3 million in compensation expenses for employees (which includes an increase
of $14.4 million in stock-based compensation).

Other Income and Expense


                                              Three Months Ended December 

31,


(in thousands, except percentage data)           2022                   2021              $ Change              % Change
Other expense, net                        $        (6,749)         $   (22,343)         $  15,594                      (70) %


Other expense, net decreased $15.6 million in the three months ended December
31, 2022, compared to the three months ended December 31, 2021. The decrease was
primarily attributable to a $20.5 million decrease in mark-to-market adjusted
losses related to our publicly held equity securities, offset by a $5.6 million
increase in losses related to our private equity investments.

                                       46
--------------------------------------------------------------------------------

Interest Expense


                                              Three Months Ended December 

31,


(in thousands, except percentage data)           2022                   2021              $ Change             % Change
Interest expense                          $        (7,508)         $   (21,022)         $  13,514                        **


Interest expense decreased $13.5 million in the three months ended December 31,
2022 compared to the three months ended December 31, 2021. The decrease was
primarily attributable to $16.9 million in lower amortization of debt discount
and issuance cost due to settlements of the Notes in fiscal year 2022, offset by
an increase in interest expense of $3.3 million from our Credit Facility.

Provision for Income Taxes


                                            Three Months Ended December 31,
(in thousands, except percentage data)         2022                  2021              $ Change              % Change
Provision for income taxes                $   (100,498)         $    (2,079)         $ (98,419)                          **
Effective tax rate                                     **                   **


**  Not meaningful

We reported an income tax provision of $100.5 million on pretax loss of $104.5
million for the three months ended December 31, 2022, as compared to an income
tax provision of $2.1 million on pretax loss of $20.2 million for the three
months ended December 31, 2021. The income tax provision for the three months
ended December 31, 2022 reflects an increase in tax provision primarily
attributable to the recognition of a reserve for uncertain tax positions. Since
fiscal year 2020, we have been in unilateral APA negotiations with the ATO
relating to our transfer pricing arrangements between Australia and the U.S.
During the three months ended December 31, 2022, we discussed with the ATO, for
the first time, a framework to resolve our transfer pricing arrangements for the
APA period (tax years ended June 30, 2019 to June 30, 2025). Given the stage of
discussions with the ATO during the three months ended December 31, 2022, we
recorded a reserve for uncertain tax positions of $83.0 million based upon
applying the recognition and measurement thresholds of ASC 740. Although our
recorded tax reserves are the best estimate of our liabilities, differences may
occur in the future, depending on resolution of the APA negotiations. The
negotiations are expected to be finalized within the next 12 months. The gross
unrecognized tax benefit of $83.0 million, if realized, would affect our
effective tax rate. We do not have any other material audits or negotiations
that are currently in progress. The increase is also attributable to overall
growth in foreign jurisdictions associated with an increase in profit and
non-deductible stock-based compensation.

Our effective tax rate substantially differed from the U.S. statutory income tax
rate of 21.0% primarily attributable to the recognition of a reserve for
uncertain tax positions, different tax rates, non-deductible stock-based
compensation in foreign jurisdictions, and full valuation allowances in the U.S.
and Australia. See Note 17, "Income Tax," to the notes to our condensed
consolidated financial statements for additional information.

Our future effective annual tax rate may be materially impacted by the expense
or benefit from tax amounts associated with our foreign earnings that are taxed
at rates different from the federal statutory rate, level of profit before tax,
accounting for uncertain tax positions, business combinations and changes in our
valuation allowances to the extent sufficient positive evidence becomes
available, closure of statute of limitations or settlement of tax audits, and
changes in tax laws, including impacts of the TCJA. The TCJA, enacted on
December 22, 2017, eliminates the option to deduct research and development
expenditures, instead requiring taxpayers to capitalize and amortize such
expenditures over five or fifteen years beginning in fiscal year 2023. If not
deferred, modified or repealed, this provision may materially increase future
cash taxes.

A significant amount of our earnings is generated by our Australian
subsidiaries. Our future effective tax rates may be adversely affected to the
extent earnings are lower than anticipated in countries where we have lower
statutory tax rates. Changes in our global operations could result in changes to
our effective tax rates, future cash flows, and overall profitability of our
operations.

                                       47
--------------------------------------------------------------------------------

Six Months Ended December 31, 2022 and 2021

Revenues


                                                Six Months Ended December 

31,


(in thousands, except percentage data)            2022                    2021              $ Change               % Change

Subscription                               $      1,362,183          $   944,283          $  417,900                       44  %
Maintenance                                         219,588              257,649             (38,061)                     (15)
Other                                                98,325              100,618              (2,293)                      (2)
Total revenues                             $      1,680,096          $ 1,302,550          $  377,546                       29  %


Total revenues increased $377.5 million, or 29%, in the six months ended
December 31, 2022 compared to the six months ended December 31, 2021. Growth in
total revenues was primarily attributable to increased demand for our products
from both new and existing customers. Of total revenues recognized in the six
months ended December 31, 2022, over 90% was attributable to sales to customer
accounts existing on or before June 30, 2022. Our number of total customers
increased to 253,177 at December 31, 2022 from 226,521 at December 31, 2021.

Subscription revenues increased $417.9 million, or 44%, in the six months ended
December 31, 2022 compared to the six months ended December 31, 2021. The
increase in subscription revenues was primarily attributable to additional
subscriptions from our existing customer base, and customers migrating to
cloud-based subscription services and term-based licenses for our Data Center
products.

Maintenance revenues decreased $38.1 million, or 15%, in the six months ended
December 31, 2022 compared to the six months ended December 31, 2021. We no
longer offer upgrades to perpetual licenses beginning February 2022, and plan to
end maintenance and support for these products in February 2024.

Other revenues decreased $2.3 million, or 2%, in the six months ended December
31, 2022 compared to the six months ended December 31, 2021. The decrease in
other revenues was primarily attributable to a decrease of $16.7 million in
perpetual license revenues as we discontinued selling new perpetual licenses for
our products beginning February 2021, offset by an increase of $12.9 million in
revenue from sales of third-party apps through our Atlassian Marketplace.

Total revenues by deployment options were as follows:


                                               Six Months Ended December 

31,


(in thousands, except percentage data)           2022                    2021              $ Change               % Change

Cloud                                     $        987,378          $   682,002          $  305,376                       45  %
Data Center                                        365,492              250,303             115,189                       46
Server                                             219,981              275,066             (55,085)                     (20)
Marketplace and services                           107,245               95,179              12,066                       13
Total revenues                            $      1,680,096          $ 1,302,550          $  377,546                       29  %

Total revenues by geography were as follows:


                                              Six Months Ended December 31,
(in thousands, except percentage data)          2022                    2021              $ Change               % Change

Americas                                 $        839,630          $   656,980          $  182,650                       28  %
EMEA                                              648,048              498,709             149,339                       30
Asia Pacific                                      192,418              146,861              45,557                       31
Total revenues                           $      1,680,096          $ 1,302,550          $  377,546                       29  %


Cost of Revenues
                                              Six Months Ended December 31,
(in thousands, except percentage data)        2022                   2021                $ Change               % Change

Cost of revenues                         $       295,337       $         206,447       $   88,890                       43  %
Gross margin                                       82  %                 84    %


                                       48

--------------------------------------------------------------------------------

Cost of revenues increased $88.9 million, or 43%, in the six months ended
December 31, 2022 compared to the six months ended December 31, 2021. The
overall increase was primarily attributable to an increase of $42.2 million in
compensation expense for employees (which includes an increase of $14.8 million
in stock-based compensation), an increase of $29.6 million in hosting fees paid
to third-party providers, and an increase of $5.9 million in professional
services.

Operating Expenses

Research and Development
                                                Six Months Ended December 31,
(in thousands, except percentage data)            2022                   2021              $ Change              % Change

Research and development                   $       872,682          $   590,709          $ 281,973                       48  %


Research and development expenses increased $282.0 million, or 48%, in the six
months ended December 31, 2022 compared to the six months ended December 31,
2021. The overall increase was primarily attributable to an increase of $221.1
million in compensation expenses for employees (which includes an increase of
$125.1 million in stock-based compensation), and an increase of $26.0 million in
professional services.

Marketing and Sales
                                               Six Months Ended December 31,
(in thousands, except percentage data)           2022                   2021              $ Change              % Change

Marketing and sales                       $       346,319          $   220,375          $ 125,944                       57  %


Marketing and sales expenses increased $125.9 million, or 57%, for the six
months ended December 31, 2022, compared to the six months ended December 31,
2021. The overall increase was primarily attributable to an increase of $73.6
million in compensation expenses for employees (which includes an increase of
$25.0 million in stock-based compensation), an increase of $14.8 million in
online product advertisement expenses, and an increase of $13.6 million in
professional services.

General and Administrative
                                                   Six Months Ended December 31,
(in thousands, except percentage data)               2022                   2021              $ Change              % Change

General and administrative                    $       299,024          $   205,500          $  93,524                       46  %


General and administrative expenses increased $93.5 million, or 46%, in the six
months ended December 31, 2022 compared to the six months ended December 31,
2021. The overall increase was primarily attributable to an increase of $73.9
million in compensation expenses for employees (which includes an increase of
$27.8 million in stock-based compensation).

Other Income and Expense


                                              Six Months Ended December 31,
(in thousands, except percentage data)          2022                   2021              $ Change              % Change
Other income (expense), net               $       22,540          $  (478,147)         $ 500,687                     (105) %


Other income (expense), net increased $500.7 million in the six months ended
December 31, 2022, compared to the six months ended December 31, 2021. The
increase was primarily attributable to a decrease of $424.5 million in other
expense from the mark to fair value of the Notes and Capped Calls and charges
related to the full settlements of Notes and Capped Calls during the six months
ended December 31, 2021, a decrease of $46.5 million in mark-to-market adjusted
losses related to our publicly held equity securities, and an increase of $45.2
million from a non-cash sale of a controlling interest of a subsidiary recorded
during the six months ended December 31, 2022.

Interest Expense


                                               Six Months Ended December 

31,


(in thousands, except percentage data)           2022                   2021              $ Change              % Change
Interest expense                          $       (13,629)         $   (32,540)         $  18,911                      (58) %


                                       49

--------------------------------------------------------------------------------

Interest expense decreased $18.9 million in the six months ended December 31,
2022 compared to the six months ended December 31, 2021. The overall decrease
was primarily attributable to $26.6 million in lower amortization of debt
discount and issuance cost due to settlements of the Notes, offset by an
increase in interest expense of $7.7 million from our Credit Facility.

Provision for Income Taxes


                                                Six Months Ended December 

31,


(in thousands, except percentage data)            2022                    2021              $ Change               % Change
Provision for income taxes                $        (108,523)         $    (2,715)         $ (105,808)                          **
Effective tax rate                                          **                   **


**  Not meaningful

We reported an income tax provision of $108.5 million on pretax loss of $110.2
million for the six months ended December 31, 2022, as compared to an income tax
provision of $2.7 million on pretax loss of $430.8 million for the six months
ended December 31, 2021. The income tax provision for the six months ended
December 31, 2022 reflects an increase in tax provision primarily attributable
to the recognition of a reserve for uncertain tax positions. Since fiscal year
2020, we have been in unilateral APA negotiations with the ATO relating to our
transfer pricing arrangements between Australia and the U.S. During the three
months ended December 31, 2022, we discussed with the ATO, for the first time, a
framework to resolve our transfer pricing arrangements for the APA period (tax
years ended June 30, 2019 to June 30, 2025). Given the stage of discussions with
the ATO during the three months ended December 31, 2022, we recorded a reserve
for uncertain tax positions of $83.0 million based upon applying the recognition
and measurement thresholds of ASC 740. Although our recorded tax reserves are
the best estimate of our liabilities, differences may occur in the future,
depending on resolution of the APA negotiations. The negotiations are expected
to be finalized within the next 12 months. The gross unrecognized tax benefit of
$83.0 million, if realized, would affect our effective tax rate. We do not have
any other material audits or negotiations that are currently in progress. The
increase is also attributable to overall growth in foreign jurisdictions
associated with an increase in profit and non-deductible stock-based
compensation.

Our effective tax rate substantially differed from the U.S. statutory income tax
rate of 21.0% primarily attributable to the recognition of a reserve for
uncertain tax positions, different tax rates, non-deductible stock-based
compensation in foreign jurisdictions, and full valuation allowances in the U.S.
and Australia. See Note 17, "Income Tax," to the notes to our condensed
consolidated financial statements for additional information.

We regularly assess the need for a valuation allowance against our deferred tax
assets. Our assessment is based on all positive and negative evidence related to
the realizability of such deferred tax assets. Based on available objective
evidence as of December 31, 2022, we will continue to maintain a full valuation
allowance on our U.S. federal, U.S. state, and Australian deferred tax assets as
it is more likely than not that these deferred tax assets will not be realized.
We intend to maintain the full valuation allowance until sufficient positive
evidence exists to support the reversal of, or decrease in, the valuation
allowance.

Our future effective annual tax rate may be materially impacted by the expense
or benefit from tax amounts associated with our foreign earnings that are taxed
at rates different from the federal statutory rate, changes in valuation
allowances, level of profit before tax, accounting for uncertain tax positions,
business combinations, and changes in our valuation allowances to the extent
sufficient positive evidence becomes available, closure of statute of
limitations or settlement of tax audits, and changes in tax laws, including
impacts of the TCJA. The TCJA, enacted on December 22, 2017, eliminates the
option to deduct research and development expenditures, instead requiring
taxpayers to capitalize and amortize such expenditures over five or fifteen
years beginning in fiscal year 2023. If not deferred, modified or repealed, this
provision may materially increase future cash taxes.

A significant amount of our earnings is generated by our Australian
subsidiaries. Our future effective tax rates may be adversely affected to the
extent earnings are lower than anticipated in countries where we have lower
statutory tax rates. Changes in our global operations could result in changes to
our effective tax rates, future cash flows, and overall profitability of our
operations.

Liquidity and Capital Resources



As of December 31, 2022, we had cash and cash equivalents totaling $1.6 billion,
short-term investments totaling $36.1 million and accounts receivables totaling
$354.8 million. Since our inception, we have primarily financed our operations
through cash flows generated by operations and corporate debt.

                                       50
--------------------------------------------------------------------------------

Our cash flows from operating activities, investing activities, and financing activities for the periods presented were as follows (in thousands):


                                                                      Six Months Ended
                                                                        December 31,
                                                                               2022                    2021
Net cash provided by operating activities                                $      242,967          $      271,456
Net cash provided by investing activities                                         7,735                 108,445
Net cash provided by (used in) financing activities                               1,396                (413,184)

Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash

                                                  (1,417)                 (2,355)

Net increase (decrease) in cash, cash equivalents, and restricted cash

                                                          $  

250,681 $ (35,638)




Cash provided by operating activities has historically been affected by the
amount of net loss adjusted for non-cash expense items such as depreciation and
amortization, depreciation of right-of-use assets, expense associated with
stock-based awards, gain on non-cash sale of controlling interest of a
subsidiary and non-coupon impact related to the Notes and Capped Calls, the
timing of employee-related costs such as bonus payments, collections from our
customers, which is our largest source of operating cash flows, income tax
payment and changes in other working capital accounts.

Accounts impacting working capital consist of accounts receivables, prepaid
expenses and other current assets, accounts payables, current provisions, and
current deferred revenue. Our working capital may be impacted by various factors
in future periods, such as billings to customers for subscriptions, licenses and
maintenance services and the subsequent collection of those billings or the
amount and timing of certain expenditures.

Net cash provided by operating activities decreased by $28.5 million for the six
months ended December 31, 2022, compared to the six months ended December 31,
2021. The net decrease was primarily attributable to an increase in cash paid to
suppliers and employees and cash used to pay income taxes, offset in part by an
increase in cash received from customers.

Net cash provided by investing activities decreased by $100.7 million during the
six months ended December 31, 2022, compared to the six months ended December
31, 2021. The net decrease was primarily attributable to a decrease of $185.6
million from proceeds from sales of marketable securities and strategic
investments, offset by a decrease of $85.6 million purchases of strategic
investments.

Net cash provided by financing activities increased by $414.6 million for the
six months ended December 31, 2022, compared to the six months ended December
31, 2021. The increase was primarily attributable to the full settlement of the
Notes for an aggregate consideration of $1.5 billion during the six months ended
December 31, 2021, offset by proceeds from the Term Loan Facility of $1.0
billion and net proceeds from settlement of capped call transactions of $135.5
million.

Liquidity and Material Cash Requirements



We have fully drawn our $1 billion Term Loan Facility, and we have access to a
$500 million Revolving Credit Facility. The Credit Facility matures in October
2025 and bears interest, at our option, at a base rate plus a margin up to 0.50%
or LIBOR rate plus a spread of 0.875% to 1.50%, in each case with such margin
being determined by our consolidated leverage ratio. The Revolving Credit
Facility may be borrowed, repaid, and re-borrowed until its maturity, and we
have the option to request an increase of $250 million in certain circumstances.
The Credit Facility may be repaid at our discretion without penalty. Commencing
on October 31, 2023, we are obligated to repay the outstanding principal amount
of the Credit Facility in installments on a quarterly basis in an amount equal
to 1.25% of the Term Loan Facility borrowing amount until the maturity of the
Credit Facility. Please refer to Note 12, "Debt," to the notes to our condensed
consolidated financial statements for details of the Credit Facility.

We believe that our existing cash and cash equivalents, together with cash
generated from operations, and borrowing capacity from the Credit Facility will
be sufficient to meet our anticipated cash needs for at least the next
12 months. Our future cash requirements will depend on many factors including
our growth rate, the timing and extent of spend on research and development
efforts, employee headcount, marketing and sales activities, payments to tax
authorities, acquisitions of additional businesses and technologies, the
introduction of new software and services offerings, enhancements to our
existing software and services offerings and the continued market acceptance of
our products.

                                       51
--------------------------------------------------------------------------------

As of December 31, 2022, the Company is not party to any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
material effect on our financial condition, results of operations, liquidity,
capital expenditures, or capital resources. The cash requirements for the
upcoming fiscal year relate to our leases, operational and capital purchase
commitments, including hosting services, infrastructure investments and property
and equipment purchases. Our principal long-term contractual obligations
primarily consist of obligations under our Term Loan Facility, leases for office
space, including obligations for leases that have not yet commenced, contractual
commitments for cloud services platform and other infrastructure services, and
capital purchase obligations for the construction or purchase of property and
equipment. Refer to Note 9, "Leases," and Note 13, "Commitments," to our
condensed consolidated financial statements.

Non-GAAP Financial Measures



In addition to the measures presented in our condensed consolidated financial
statements, we regularly review other measures that are not presented in
accordance with GAAP, defined as non-GAAP financial measures by the SEC, to
evaluate our business, measure our performance, identify trends, prepare
financial forecasts and make strategic decisions. The key measures we consider
are non-GAAP gross profit, non-GAAP operating income, non-GAAP net income,
non-GAAP net income per diluted share and free cash flow (collectively, the
"Non-GAAP Financial Measures"). These Non-GAAP Financial Measures, which may be
different from similarly titled non-GAAP measures used by other companies,
provide supplemental information regarding our operating performance on a
non-GAAP basis that excludes certain gains, losses and charges of a non-cash
nature or that occur relatively infrequently and/or that management considers to
be unrelated to our core operations. Management believes that tracking and
presenting these Non-GAAP Financial Measures provides management, our board of
directors, investors and the analyst community with the ability to better
evaluate matters such as: our ongoing core operations, including comparisons
between periods and against other companies in our industry; our ability to
generate cash to service our debt and fund our operations; and the underlying
business trends that are affecting our performance.

Our Non-GAAP Financial Measures include:

•Non-GAAP gross profit. Excludes expenses related to stock-based compensation and amortization of acquired intangible assets.

•Non-GAAP operating income. Excludes expenses related to stock-based compensation and amortization of acquired intangible assets.



•Non-GAAP net income and non-GAAP net income per diluted share. Excludes
expenses related to stock-based compensation, amortization of acquired
intangible assets, non-coupon impact related to the Notes and Capped Calls, gain
on a non-cash sale of a controlling interest of a subsidiary and the related
income tax effects on these items, and a non-recurring income tax adjustment.

•Free cash flow. Free cash flow is defined as net cash provided by operating
activities less capital expenditures, which consists of purchases of property
and equipment.

We understand that although these Non-GAAP Financial Measures are frequently
used by investors and the analyst community in their evaluation of our financial
performance, these measures have limitations as analytical tools, and you should
not consider them in isolation or as substitutes for analysis of our results as
reported under GAAP. We compensate for such limitations by reconciling these
Non-GAAP Financial Measures to the most comparable GAAP financial measures.


                                       52
--------------------------------------------------------------------------------

The following table presents a reconciliation of our Non-GAAP Financial Measures
to the most comparable GAAP financial measure for the three and six months ended
December 31, 2022 and 2021 (in thousands, except per share data):

                                          Three Months Ended December 31,              Six Months Ended December 31,
                                              2022                2021                   2022                    2021
Gross profit
GAAP gross profit                        $   716,759          $  578,335          $      1,384,759          $ 1,096,103
Plus: Stock-based compensation                18,553               8,453                    29,166               14,370
Plus: Amortization of acquired
intangible assets                              5,697               5,599                    11,394               11,288
Non-GAAP gross profit                    $   741,009          $  592,387          $      1,425,319          $ 1,121,761
Operating income
GAAP operating income (loss)             $   (99,239)         $   23,042          $       (133,266)         $    79,519
Plus: Stock-based compensation               265,785             145,820                   439,416              246,727
Plus: Amortization of acquired
intangible assets                              8,296               7,958                    16,592               16,012
Non-GAAP operating income                $   174,842          $  176,820          $        322,742          $   342,258
Net income
GAAP net loss                            $  (205,031)         $  (22,328)         $       (218,772)         $  (433,532)
Plus: Stock-based compensation               265,785             145,820                   439,416              246,727
Plus: Amortization of acquired
intangible assets                              8,296               7,958                    16,592               16,012
Plus: Non-coupon impact related to
exchangeable senior notes and capped
calls                                              -              16,856                         -              450,829
Less: Gain on a non-cash sale of a
controlling interest of a subsidiary          (2,067)                  -                   (45,158)                   -
Plus (less): Income tax adjustments           47,750             (37,879)                   15,202              (75,200)
Non-GAAP net income                      $   114,733          $  110,427          $        207,280          $   204,836
Net income per share
GAAP net loss per share - diluted        $     (0.80)         $    (0.09)         $          (0.86)         $     (1.72)
Plus: Stock-based compensation                  1.04                0.57                      1.72                 0.98
Plus: Amortization of acquired
intangible assets                               0.03                0.03                      0.06                 0.06
Plus: Non-coupon impact related to
exchangeable senior notes and capped
calls                                              -                0.07                         -                 1.77
Less: Gain on a non-cash sale of a
controlling interest of a subsidiary           (0.01)                  -                     (0.17)                   -
Plus (less): Income tax adjustments             0.19               (0.15)                     0.06                (0.29)

Non-GAAP net income per share - diluted $ 0.45 $ 0.43

       $           0.81          $      0.80
Weighted-average diluted shares
outstanding
Weighted-average shares used in
computing diluted GAAP net loss per
share                                        255,874             252,960                   255,520              252,533
Plus: Dilution from dilutive securities
(1)                                              304               3,072                       673                3,178
Weighted-average shares used in
computing diluted non-GAAP net income
per share                                    256,178             256,032                   256,193              255,711
Free cash flow
GAAP net cash provided by operating
activities                               $   150,525          $  206,455          $        242,967          $   271,456
Less: Capital expenditures                    (4,040)            (12,581)                  (20,536)             (19,462)

Free cash flow                           $   146,485          $  193,874          $        222,431          $   251,994

(1) The effects of these dilutive securities were not included in the GAAP calculation of diluted net loss per share for the three and six months ended December 31, 2022 and 2021 because the effect would have been anti-dilutive.


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