The following discussion and analysis should be read in conjunction with our
consolidated financial statements and related notes thereto included in Item 8
and the Risk Factors included in Item 1A of Part I of this Annual Report on Form
10-K. All information presented herein is based on our fiscal calendar. Unless
otherwise stated, references in this report to particular years or quarters
refer to our fiscal years ended in July and the associated quarters of those
fiscal years. We assume no obligation to revise or update any forward-looking
statements for any reason, except as required by law.
We have elected to omit discussion on the earliest of the three years covered by
the consolidated financial statements presented. Refer to Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations located
in our Form 10-K for the fiscal year ended July 31, 2019, filed on September 30,
2019, for reference to discussion of the fiscal year ended July 31, 2018, the
earliest of the three fiscal years presented.
Overview
We deliver the platform P&C insurers trust to engage, innovate, and grow
efficiently. We combine core operations, digital engagement, analytics, and
artificial intelligence (AI) applications delivered as a cloud service or
self-managed software. As a partner to our customers, we continually evolve to
enable their success and assist them in navigating a rapidly changing insurance
market.

Our core operational products are InsuranceSuite via Guidewire Cloud,
InsuranceNow, and InsuranceSuite for self-managed installations. These products
are core transactional systems of record that support the entire insurance
lifecycle, including insurance product definition, distribution, underwriting,
policyholder services, and claims management.

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InsuranceSuite via Guidewire Cloud is a highly configurable and scalable
product, delivered as a service and primarily comprised of three core
applications (PolicyCenter, BillingCenter, and ClaimCenter) that can be
subscribed to separately or together. These applications are built on and
optimized for our Guidewire Cloud Platform (GWCP) architecture and leverages our
in-house Guidewire Cloud operations team. InsuranceSuite via Guidewire Cloud is
designed to support multiple releases a year to ensure that cloud customers
remain on the latest version and gain fast access to our innovation efforts.
Additionally, InsuranceSuite via Guidewire Cloud embeds digital and analytics
capabilities natively into our platform. Most new sales and implementations are
for InsuranceSuite via Guidewire Cloud. InsuranceNow is a complete, cloud-based
system that offers policy, billing, and claims management functionality to
insurers that have limited IT resources. InsuranceSuite for self-managed is
comprised of three core applications (PolicyCenter, BillingCenter, and
ClaimCenter) that can be licensed separately or together and can be deployed and
updated by our customers and their implementation partners. Our digital
engagement applications enable digital sales, omni-channel service, and enhanced
claims experiences for policyholders, agents, vendor partners and field
personnel. Our Guidewire Analytics and AI offerings enable insurers to manage
data more effectively, gain insights into their business, drive operational
efficiencies, and underwrite new and evolving risks. To support P&C insurers
globally, we have localized, and will continue to localize, our platform for use
in a variety of international regulatory, language, and currency environments.

Our customers range from some of the largest global insurance companies or their
subsidiaries to predominantly national or local insurers that serve specific
states and/or regions. Our customer engagement is led by our direct sales team
and supported by our SI partners. We maintain and continue to grow our sales and
marketing efforts globally, and maintain regional sales centers throughout the
world.
Our sales cycles for new and existing customers remain protracted as customers
are deliberate and the decision-making and product evaluation process is long.
These evaluation periods can extend further if the customer purchases multiple
products or assesses the benefits of a cloud-based subscription in addition to
our more traditional self-managed licensing models. Sales to new customers also
involve extensive customer due diligence and reference checks. The success of
our sales efforts relies on continued improvements and enhancements to our
current products, the introduction of new products, efficient operation of our
cloud infrastructure, and the continued development of relevant local content
and the creation of automated tools for updating content. Additionally, we
maintain and grow our credibility with each successful implementation.
We sell our cloud-delivered offerings through subscription services and our
self-managed products through term-licenses. We generally price our products and
services based on the amount of DWP that will be managed by our platform. Our
subscription, term license, and support fees are typically invoiced annually in
advance. Subscription services are generally sold with an initial term of
between three and five years with optional annual renewals commencing after the
initial term. Subscription revenue is recognized on a ratable basis over the
committed term, once all revenue recognition criteria is met including providing
access to the service. Term licenses are primarily sold with an initial two-year
committed term with optional annual renewals commencing after the initial term.
We may enter into term license arrangements with our customers that have an
initial term of more than two years or may renew license arrangements for longer
than one year. A small portion of our revenue is derived from perpetual
licenses. Term and perpetual license revenue are typically recognized when
software is made available to the customer, provided that all other revenue
recognition criteria have been met. We also offer professional services, both
directly and through partners, to help our customers deploy, migrate, and
utilize our products and platform. Substantially all of our services revenue is
billed on a time and materials basis.
We have primarily been entering into cloud-based subscription arrangements with
our new and existing customers. Generally, these subscriptions have an initial
term of three to five years, and are typically billed annually in advance,
although in some instances additional fees may be assessed in arrears as
customers increase their DWP. Revenue derived from these subscriptions is
recognized ratably over the contractual term beginning after the subscription is
effectively provisioned, which is the date our service is made available to
customers. We anticipate that subscriptions will be a majority of annual new
sales going forward. As a result of the ratable recognition of revenue
associated with subscriptions, a significant shift from term licenses to
subscriptions will adversely affect our reported revenue growth. As this sales
model matures, we may decide to change certain contract terms in new
arrangements to remain competitive or otherwise meet market demands.
To extend our technology leadership in the global market and to drive operating
efficiency, we continue to invest in product development and cloud operations to
enhance and improve our current products, introduce new products, and advance
our ability to cost-effectively deliver each of our products in the cloud.
Continued investment is critical as we seek to assist our customers in achieving
their technology goals, maintain our competitive advantage, grow our revenue,
expand internationally, and meet evolving customer demands. In certain cases, we
may also acquire skills and technologies to manage our cloud infrastructure and
accelerate our time to market for new products and solutions.

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Our track record of success with customers and their implementations is central
to maintaining our strong competitive position. We rely on our services teams
and SI partners to meet our customers' implementation needs. Our services
organization is comprised of on-site, near-shore, and off-shore technical
experts. The services organization seeks to ensure that teams with the right
combination of product and language skills are used in the most efficient way.
Our partnerships with leading SI partners allow us to increase efficiency and
scale while reducing customer implementation costs. Our extensive relationships
with SI partners and industry partners have strengthened and expanded in line
with the interest in and adoption of our products and services. We encourage our
partners to co-market, pursue joint sales initiatives, and drive broader
adoption of our technology, helping us grow our business more efficiently. We
continue to grow our services organization and invest time and resources in
increasing the number of qualified consultants employed by our SI partners,
developing relationships with new SI partners in existing and new markets, and
ensuring that all partners are qualified to assist with implementing our
products.
We face a number of risks in the execution of our strategy including risks
related to expanding to new markets, managing lengthy sales cycles, competing
effectively in the global market, relying on sales to a relatively small number
of large customers, developing new or acquiring existing products successfully,
migrating our business towards a subscription model with ratable revenue
recognition, increasing the overall adoption of our products, and managing the
infrastructure of our cloud-based customers. In response to these and other
risks we might face, we continue to invest in many areas of our business. Our
investments in sales and marketing align with our goal of winning new customers
in both existing and new markets, and enable us to maintain a persistent,
consultative relationship with our existing customers. Our investments in
product development are designed to meet the evolving needs of our customers.
Public Offerings
On March 13, 2018, we closed a public offering of 2,628,571 shares of our common
stock, including the underwriters' exercise in full of their option to purchase
additional shares of our common stock. The public offering price of the shares
sold in the offering was $87.50 per share. Our stockholders did not sell any
shares in this public offering. Concurrently, we offered and sold $400.0 million
aggregate principal amount of our Convertible Senior Notes, including the
underwriters' exercise in full of their option to purchase additional
Convertible Senior Notes. Net of issuance costs, we received net proceeds of
approximately $220.9 million related to the common stock offering and $387.2
million related to the convertible note offering.

COVID-19 Impact
In March 2020, the World Health Organization declared the outbreak of COVID-19 a
pandemic that continues to spread throughout the United States and the world and
has resulted in authorities implementing numerous measures to contain the virus,
including travel bans and restrictions, quarantines, shelter-in-place orders,
and business limitations and shutdowns. While we are unable to accurately
predict the full impact that COVID-19 will have on our results of operations,
financial condition, liquidity, and cash flows due to numerous uncertainties,
including the duration and severity of the pandemic and containment measures,
our compliance with these measures has impacted our day-to-day operations and
could disrupt our business and operations, as well as that of our key customers,
SI partners, vendors, and other counterparties, for an indefinite period of
time. To support the health and well-being of our employees, customers, SI
partners and communities, a vast majority of our employees are working remotely.
In addition, many of our existing and potential customers are working remotely,
which may continue to delay the timing of new orders and professional services
engagements in the future.
Our business and financial results since the third fiscal quarter of 2020 have
been impacted due to these disruptions, including decreases in annual recurring
revenue ("ARR") growth rates, services revenue and margins, operating cash flow
as a result of an early partial bonus payout, and the change in fair value of a
strategic investment. ARR and revenue, especially services revenue, for the
fourth fiscal quarter of 2020 continued to be impacted as a result of the
challenges related to our compliance with government-mandated or recommended
shelter-in-place orders in jurisdictions in which we, our customers, SI partners
and vendors operate. For example, we or our SI partners have not been able to
visit customer facilities to make sales visits or to work on implementation
engagements since March 2020. These disruptions and their impact on our business
and the businesses of our customers, SI partners, and vendors are expected to
continue for at least the first half of fiscal year 2021.
We currently believe that we may continue to be adversely impacted as a result
of the pandemic's global economic impact for an unknown period of time. We
believe that new sales activities are being delayed, not cancelled, and
implementation engagements are being rescheduled to later periods or being
completed over a longer period of time. Certain marketing events have or will be
cancelled or postponed, while the majority are being hosted virtually, like our
annual customer conference, Connections. Our customers may be unable to pay or
may request amended payment terms for their outstanding invoices due to the
economic impacts from COVID-19, and we may need to increase allowance for
doubtful accounts and revenue reserves. A decrease in orders in a given period
could negatively affect our revenues and ARR in future periods, particularly if
experienced on a sustained basis, because a substantial proportion of our new
software subscription services orders is recognized as revenue

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over time. Also, the pandemic's global economic impact could affect our
customers' DWP, which could ultimately impact our revenue as we generally price
our products and services based on the amount of DWP that will be managed by our
platform. Additionally, we may be required to record impairment related to our
operating lease assets, investments, long-lived assets, or goodwill. We will
continue to evaluate the nature and extent of the impact of COVID-19 on our
business.
Key Business Metrics
We use certain key metrics and financial measures not prepared in accordance
with GAAP to evaluate and manage our business, including ARR and Free Cash Flow.
For a further discussion of how we use key metrics and certain non-GAAP
financial measures, see "Non-GAAP Financial Measures."
Annual Recurring Revenue ("ARR")
We use ARR to identify the annualized recurring value of active customer
contracts at the end of a reporting period.  ARR includes the annualized
recurring value of term licenses, subscription agreements, support contracts,
and hosting agreements based on customer contracts, which may not be the same as
the timing and amount of revenue recognized. All components of the licensing and
subscription arrangements that are not expected to recur (primarily perpetual
licenses and services) are excluded.  If a customer contract contains invoicing
amounts that increase over the contract term, then ARR reflects the annualized
invoicing amount outlined in the contract for the current reporting period. For
example, given a contract with annual invoicing of $1.0 million at the beginning
of year one, $2.0 million at the beginning of year two, and $3.0 million at the
beginning of year three, and the reporting period is subsequent to year two
invoicing and prior to year three invoicing, the reported ARR for that contract
would be $2.0 million.
ARR exiting fiscal year 2020 was $514 million based on currency rates at the end
of fiscal year 2020, up from $460 million at the end of fiscal year 2019 based
on currency rates at the end of fiscal year 2019. Revaluing our ARR at the end
of fiscal year 2020 using currency rates at the beginning of fiscal year 2020,
our ARR at the end of fiscal year 2020 would be $509 million, or approximately
$5 million lower than the ARR reported above.
Free Cash Flow
We monitor our free cash flow, as a key measure of our overall business
performance, which enables us to analyze our financial performance without the
effects of certain non-cash items such as depreciation, amortization, and
stock-based compensation expenses. Additionally, free cash flow takes into
account the impact of changes in deferred revenue, which reflects the receipt of
cash payment for products before they are recognized as revenue, and unbilled
accounts receivable, which reflects revenue that has been recognized that has
yet to be invoiced to our customers. Our net cash provided by (used in)
operating activities is significantly impacted by the timing of invoicing and
collections of accounts receivable, the timing and amount of annual bonus
payments, as well as payroll and tax payments. Our capital expenditures consists
of purchases of property and equipment, primarily computer hardware, software,
leasehold improvements, and capitalized software development costs. Free cash
flow was impacted by a $9.9 million partial early bonus payout during the third
fiscal quarter of 2020. This partial early bonus payout was approved by our
board of directors in order to support our employees and, in turn, their local
economies during the extraordinary situation created by the COVID-19 pandemic.
The build out and furnishing of our corporate headquarters in San Mateo,
California impacted free cash flow by $11.1 million and $23.6 million for the
fiscal years ended July 31, 2020 and 2019, respectively. For a further
discussion of our operating cash flows, see "Liquidity and Capital Resources -
Cash Flows."
                                                              Fiscal years ended July 31,
                                                             2020                      2019

Net cash provided by (used in) operating activities $ 113,066

     $       116,126
Purchases of property and equipment                            (21,377)                 (44,921)
Capitalized software development costs                          (4,283)                  (3,936)
Free cash flow                                        $         87,406          $        67,269
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Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with GAAP.
Accounting policies, methods, and estimates are an integral part of the
preparation of our consolidated financial statements in accordance with GAAP
and, in part, are based upon management's current judgments. Those judgments are
normally based on knowledge and experience with regard to past and current
events and assumptions about future events. Certain accounting policies,
methods, and estimates are particularly sensitive because of their significance
to our consolidated financial statements and because of the possibility that
future events affecting them may differ markedly from management's current
judgments. While there are a number of significant accounting policies, methods,
and estimates affecting our consolidated financial statements, which are
described in Note 1 "The Company and a Summary of Significant Accounting
Policies and Estimates" to our consolidated financial statements included in
this Annual Report on Form 10-K, our revenue recognition policies are
particularly critical to fiscal years 2020 and 2019.
Revenue Recognition
Revenue recognition requires judgment and the use of estimates, especially in
identifying and evaluating the various non-standard terms and conditions in our
contracts with customers as to their effect on reported revenue.
Our revenue is derived from contracts with customers. The majority of our
revenue is derived from licensing arrangements that can span multiple years,
subscriptions for our cloud services, and implementation and other professional
services arrangements. On August 1, 2018, we adopted ASC 606 using the modified
retrospective method and recorded a net cumulative effect adjustment of $44.3
million. The core principle of ASC 606 is to recognize revenue upon the transfer
of services or products to customers in an amount that reflects the
consideration we expect to be entitled to in exchange for those services or
products. We apply a five-step framework to recognize revenue as described in
our Revenue Recognition policy included in Note 1 of our consolidated financial
statements included in this Annual Report on Form 10-K.
Our customers have significant negotiating power during the sales process which
can and does result in terms and conditions that are different from our standard
terms and conditions. When terms and conditions of our customer contracts are
not standard, certain negotiated terms may require significant judgment in order
to determine the appropriate revenue recognition in accordance with ASC 606.
The estimates and assumptions requiring significant judgment under our revenue
policy in accordance with ASC 606 are as follows:
Identification of the contract, or contracts, with the customer
Contracts may be modified to account for changes in contract scope or price. We
consider contract modifications to exist when the modification either creates
new rights or obligations or changes the existing enforceable rights and
obligations of either party. Contract modifications for products and services
that are distinct from the existing contract and are priced commensurate with
their standalone selling price are treated as separate contracts, and are
accounted for prospectively. Contract modifications for products and services
that are distinct but are not priced commensurate with their standalone selling
price or are not distinct from the existing contract may affect the initial
transaction price or the allocation of the transaction price to the performance
obligations in the contract. In such cases, previously recognized revenue may be
adjusted.
Determination of the transaction price
The transaction price is determined based on the consideration to which we
expect to be entitled in exchange for transferring services and products to our
customer. Variable consideration is estimated and included in the transaction
price if, in our judgment, it is probable that there will not be a significant
future reversal of cumulative revenue under the contract.
Self-managed software licenses and subscription services may be subject to
either fixed or variable installments. Variable installments are generally
subject to changes in a customer's DWP or a customer's Gross Written Premium
("GWP"). When consideration is subject to variable installments, we estimate
variable consideration using the expected value method based on historical DWP
or GWP usage to the extent that a significant revenue reversal is not probable
to occur. When consideration is subject to a customer termination right, we
estimate the total transaction price using the most likely method, and defer
consideration associated with the customer's termination right until it expires.
We evaluate whether a significant financing component exists when the timing of
revenue recognition occurs in advance of invoicing. This timing difference
occurs when control of the software license is transferred at a point in time,
usually at the contract onset, but the customer payments occur over time. A
significant financing component generally does not exist under our standard
contracting and billing practices. For example, our typical time-based licenses
have a two-year initial term with the final payment due at the end of the first
year.

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Allocation of the transaction price to the performance obligations in the
contract
If the contract contains a single performance obligation, the entire transaction
price is allocated to the single performance obligation. Contracts that contain
multiple performance obligations require an allocation of the transaction price
to each performance obligation based on its standalone selling price ("SSP") in
relation to the total fair value of all performance obligations in the
arrangement. The majority of our contracts contain multiple performance
obligations, such as when licenses are sold with support, implementation
services, or training services. Additionally, as customers transition to
subscription services, our customers may be under contract for both self-managed
licenses and subscription services for a period of time, which may require an
allocation of the transaction price to each performance obligation. Some of our
performance obligations, such as support, implementation services, and training
services, have observable inputs that are used to determine the SSP of those
distinct performance obligations. Where SSP is not directly observable, we
determine the SSP using information that may include market conditions and other
observable inputs. In the circumstances when available information to determine
SSP is highly variable or uncertain, such as for our term licenses, we use the
residual method.
Recent Accounting Pronouncements
See Note 1 "The Company and Summary of Significant Accounting Policies and
Estimates" in the notes to the consolidated financial statements in Item 8 of
Part II of this Annual Report on Form 10-K, for a full description of recent
accounting pronouncements adopted, including the dates of adoption, which is
incorporated herein by reference.
Recent Accounting Pronouncements Not Yet Adopted
Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments
In June 2016, the FASB issued ASU No. 2016-13 (ASU 2016-13), Financial
Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments, which requires the measurement and recognition of expected credit
losses for financial assets held at amortized cost. ASU 2016-13 replaces the
existing incurred loss impairment model with an expected loss model that
requires the use of forward-looking information to calculate credit loss
estimates. It also eliminates the concept of other-than-temporary impairment and
requires credit losses related to available-for-sale debt securities to be
recorded through an allowance for credit losses rather than as a reduction in
the amortized cost basis of the securities. These changes will result in earlier
recognition of credit losses. We adopted this standard on August 1, 2020. We
have evaluated the impact of adopting the new standard and expect the impact to
the consolidated financial statements to be immaterial.
Intangibles, Goodwill and Other (Subtopic 350-40): Customer's Accounting for
Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service
Contract
In August 2018, the FASB issued ASU No. 2018-15, Intangibles, Goodwill and Other
(Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a
Cloud Computing Arrangement that is a Service Contract ("ASU 2018-15"), which
requires implementation costs incurred by customers in cloud computing
arrangements to be deferred and recognized over the term of the arrangement, if
those costs would be capitalized by the customer in a software licensing
arrangement under the internal-use software guidance in ASC 350-40. We adopted
this standard using the prospective approach on August 1, 2020, and the impact
of the adoption to the consolidated financial statements will largely depend on
the magnitude of implementation costs incurred in our cloud computing
arrangements after August 1, 2020.
Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for
Convertible Instruments and Contracts in an Entity's Own Equity
In August 2020, the FASB issued ASU No. 2020-06, "Debt-Debt with Conversion and
Other Options (Subtopic 470-20) and Derivatives and Hedging- Contracts in
Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments
and Contracts in an Entity's Own Equity", which simplifies the accounting for
convertible instruments by eliminating the requirement to separate embedded
conversion features from the host contract when the conversion features are not
required to be accounted for as derivatives under Topic 815, Derivatives and
Hedging, or that do not result in substantial premiums accounted for as paid-in
capital. By removing the separation model, a convertible debt instrument will be
reported as a single liability instrument with no separate accounting for
embedded conversion features. This new standard also removes certain settlement
conditions that are required for contracts to qualify for equity classification
and simplifies the diluted earnings per share calculations by requiring that an
entity use the if-converted method and that the effect of potential share
settlement be included in diluted earnings per share calculations. This new
standard will be effective for fiscal years beginning after December 15, 2021,
including interim periods within those fiscal years. Early adoption is
permitted, but no earlier than fiscal years beginning after December 15, 2020.
We are currently assessing the impact of adopting this standard on the
consolidated financial statements.

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Other Accounting Pronouncements
Other recent accounting pronouncements that will be applicable to us are not
expected to have a material impact on our present or future financial
statements.

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Results of Operations
The following table sets forth our results of operations for the years
presented. The data has been derived from the consolidated financial statements
contained in this Annual Report on Form 10-K which, in the opinion of our
management, reflect all adjustments, consisting only of normal recurring
adjustments, necessary to fairly present the financial position and results of
operations for the fiscal years presented. The operating results for any period
should not be considered indicative of results for any future period.
At the end of fiscal year 2020, we changed the presentation for revenue and cost
of revenue to include subtotals for "subscription and support," "license," and
"services." Our presentation in prior fiscal years included subtotals for
"license and subscription," "maintenance" (now referred to as "support"), and
"services." We have reclassified prior period amounts in this report to conform
to the current period presentation.
In fiscal year 2019, we began reporting results under ASC 606, using the
modified retrospective method. Financial results for reporting periods prior to
fiscal year 2019 are presented as previously disclosed in conformity with then
existing guidance.
                                                                                     Fiscal years ended July 31,
                                                                                     As a % of                               As a % of
                                                                  2020             Total Revenue            2019           Total Revenue
                                                                                  (in thousands except percentages)

Revenue:
Subscription and support                                    $     203,473                   27  %       $ 150,474                   21  %
License                                                           331,554                   45            320,272                   44
Services                                                          207,280                   28            248,768                   35
Total revenue                                                     742,307                  100            719,514                  100
Cost of revenue:
Subscription and support                                          117,158                   16             73,597                   10
License                                                            11,566                    2              7,700                    1
Services                                                          209,291                   28            243,053                   34
Total cost of revenue                                             338,015                   46            324,350                   45
Gross profit:
Subscription and support                                           86,315                   11             76,877                   11
License                                                           319,988                   43            312,572                   43
Services                                                           (2,011)                   -              5,715                    1
Total gross profit                                                404,292                   54            395,164                   55
Operating expenses:
Research and development                                          200,575                   27            188,541                   26
Sales and marketing                                               142,420                   19            130,751                   18
General and administrative                                         85,183                   11             74,401                   10
Total operating expenses                                          428,178                   57            393,693                   54
Income (loss) from operations                                     (23,886)                  (3)             1,471                    1
Interest income                                                    24,705                    3             30,182                    4
Interest expense                                                  (17,945)                  (2)           (17,334)                  (2)
Other income (expense), net                                        (7,205)                  (1)            (1,867)                   -
Income (loss) before provision for income taxes                   (24,331)                  (3)            12,452                    3
Provision for (benefit from) income taxes                           2,867                    -             (8,280)                  (1)
Net income (loss)                                           $     (27,198)                  (3) %       $  20,732                    4  %



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Comparison of the Fiscal Years Ended July 31, 2020 and 2019
Revenue
We derive our revenue primarily from delivering cloud-based services, licensing
our software applications, providing support, and delivering professional
services.
Subscription and Support
A growing portion of our revenue consists of fees for our subscription services,
which are generally priced based on the amount of DWP that is managed by our
subscription services. Subscription revenue is recognized ratably over the term
of the arrangement, beginning at the point in time our provisioning process has
been completed and access has been made available to the customer. The initial
term of such arrangements is generally from three to five years. Subscription
agreements contain optional annual renewals commencing upon the expiration of
the initial contract term. A majority of our subscription customers are billed
annually in advance.
Our support revenue is generally recognized ratably over the committed support
term of the software. Our support fees are typically priced as a fixed
percentage of the associated term license fees. We generally invoice support
annually in advance.
License
A substantial majority of our license revenue consists of term license fees. Our
term license revenue is primarily generated through license fees that are billed
annually in advance during the term of the contract, including any renewals. Our
term license fees are generally priced based on the amount of DWP that will be
managed by our software. Since the beginning of fiscal year 2017, a majority of
our term licenses have been sold under a two-year initial term with optional
annual renewals after the initial term. However, we do enter into license
arrangements that have an initial term of more than two years and renewal terms
of more than one year. Term license revenue for the committed term of the
customer agreement is generally fully recognized upon delivery of the software
or at the beginning of the renewal term.
In a limited number of cases, we license our software on a perpetual basis.
Perpetual license revenue is generally recognized upon delivery. We invoice our
perpetual license customers either in full at contract signing or on an
installment basis.
Services
Our services revenue is primarily derived from implementation services performed
for our customers, reimbursable travel expenses, and training fees. A
substantial majority of our services engagements are billed monthly in arrears
on a time and materials basis and revenue is recognized upon providing our
services.
                                                                   Fiscal years ended July 31,
                                                         2020                                                           2019                                            Change
                                                                 % of total                                 % of total
                                            Amount                 revenue               Amount               revenue                ($)               (%)
                                                                                  (in thousands, except percentages)
Revenue:
Subscription and support revenue:
Subscription                           $     119,658                      16  %       $  65,050                       9  %       $ 54,608                 84  %
Support                                       83,815                      11             85,424                      12            (1,609)                (2)
 License revenue:
Term                                         328,489                      44            318,142                      44            10,347                  3
Perpetual                                      3,065                       1              2,130                       -               935                 44
 Services                                    207,280                      28            248,768                      35           (41,488)               (17)
 Total revenue                         $     742,307                     100  %       $ 719,514                     100  %       $ 22,793                  3  %


Subscription and Support Revenue
We anticipate subscriptions will continue to represent a majority of annual new
deals in future periods. Due to the ratable recognition of subscription revenue,
growth in subscription revenue will lag behind the growth of subscription orders
and will impact the comparative growth of our reported revenue. If we complete a
higher percentage of subscription deals in a given period, our short-term growth
rates will be negatively impacted. Due to the seasonal nature of our business,
the impact of new orders in the fourth fiscal quarter, our historically largest
quarter for new orders, is not reflected in revenues until the following fiscal
year.

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Subscription revenue increased by $54.6 million, compared to the prior year
period, primarily due to the full year impact of orders entered into last fiscal
year and new orders entered into during the earlier quarters of this fiscal year
for InsuranceSuite via Guidewire Cloud.
Support revenue decreased $1.6 million, compared to the prior year period.
Maintenance related to subscription arrangements is included in subscription
revenue, as maintenance is not quoted or priced separately from the subscription
services. As a result, we expect the increase in subscription orders as a
percentage of total new sales and customers transitioning from term licenses to
subscription services will continue to reduce the growth in or result in lower
support revenue in the future.
License
Term license revenue increased by $10.3 million, compared to the prior year
period, primarily due to new term license and multi-year renewal deals of
approximately $51 million during fiscal year 2020 compared to new term license
and multi-year renewal deals of approximately $37 million during fiscal year
2019, including one ten-year term license contract where we recognized $14.5
million of license revenue. Revenue related to new term licenses and multi-year
renewals is generally recognized upfront and have no license revenue in
subsequent periods until after the committed term expires. As customers
transition from term license to subscription agreements, the timing of revenue
recognition will be impacted by allocations of revenue between the license,
subscription, and support performance obligations. License revenue growth could
be negatively impacted as subscription sales increase as a percentage of total
new sales and as customers transition from term licenses to subscription
services.
Perpetual license revenue increased by $0.9 million, compared to the prior year,
and accounted for approximately 1% of total revenue in fiscal year 2020. We
expect perpetual license revenue to continue to represent a small percentage of
our total revenue. We also expect perpetual license revenue to remain volatile
across periods due to the large amount of perpetual revenue that may be
generated from a single customer order in a given period.
Services Revenue
Services revenue decreased $41.5 million, compared to the prior year period. The
decrease is primarily driven by the completion of large InsuranceSuite
implementations since the end of the prior fiscal year, increased involvement by
SI partners in customer cloud implementations, and reduced travel related to
travel restrictions associated with the COVID-19 pandemic, given that
reimbursable travel expenses are billed at actual amounts incurred.
As the number of implementations led by our SI partners increase, our services
revenue could decrease further. We expect challenges related to COVID-19 will
also continue to negatively impact services revenue. We expect modestly higher
levels of variability in our services revenue in future periods. As we continue
to expand into new markets and develop new products and services, we have, and
may continue to, enter into contracts with reduced billing rates, make
investments in customer engagements, and enter into fixed price contracts, which
may impact services revenue and services margins.
Cost of Revenue and Gross Profit
Our cost of subscription and support revenue consists of personnel costs for our
cloud operations and technical support teams, cloud infrastructure costs,
development of online training curriculum, amortization of our intangible
assets, and royalty fees paid to third parties. Our cost of license revenue
primarily consists of development of online training curriculum, royalty fees
paid to third parties, and amortization of our intangible assets. Our cost of
services revenue primarily consists of personnel costs for our professional
service employees, third-party contractors, and travel-related costs. In
instances where we have primary responsibility for the delivery of services,
subcontractor fees are expensed as cost of services revenue. In each case,
personnel costs include salaries, bonuses, benefits, and stock-based
compensation.
We allocate overhead such as information technology support, information
security, facilities, and other administrative costs to all functional
departments based on headcount. As such, these general overhead expenses are
reflected in cost of revenue and each functional operating expense.

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Cost of Revenue:
                                                                      Fiscal years ended July 31,
                                                             2020                                                               2019                                         Change
                                                                         % of total                                 % of total
                                                Amount                     revenue               Amount               revenue                ($)              (%)
                                                                                     (In thousands, except percentages)
Cost of revenue:
Subscription and support               $      117,158                             16  %       $  73,597                      10  %       $ 43,561               59  %
License                                        11,566                              2              7,700                       1             3,866               50
Services                                      209,291                             28            243,053                      34           (33,762)             (14)
Total cost of revenue                  $      338,015                             46  %       $ 324,350                      45  %       $ 13,665                4  %

Includes stock-based compensation of:
Cost of subscription and support
revenue                                $        7,575                                         $   4,659                                  $  2,916
Cost of license revenue                           769                                               173                                       596
Cost of services revenue                       20,816                                            22,781                                    (1,965)
Total                                  $       29,160                                         $  27,613                                  $  1,547



Cost of subscription and support revenue increased by $43.6 million primarily
due to increases of $32.0 million in personnel expenses, $8.2 million in cloud
infrastructure costs, and $4.8 million in professional services due to our
continued investment in our cloud operations to increase operational efficiency
and scale for our growing cloud customer base.
We expect our cost of subscription revenue to increase as we continue to invest
in our cloud operations to support our growing cloud customer base, to improve
efficiencies, and to continuously improve and maintain secure environments. Cost
of support revenues are expected to remain flat or slightly decrease over time
as term license customers transition to the cloud.
The $3.9 million increase in our cost of license revenue was primarily
attributable to increased costs associated with the development of online
training curriculum included with the latest releases of InsuranceSuite,
partially offset by decreases in amortization of acquired intangible assets. We
anticipate lower cost of license revenue over time as our term license customers
transition to cloud subscription agreements.
The $33.8 million decrease in cost of services was attributable to decreases in
personnel expenses and third-party consultant costs billable to customers
primarily as a result of the completion of certain large InsuranceSuite and
InsuranceNow implementation engagements and, to a lesser extent, lower billable
travel expenses resulting from COVID-19 travel restrictions.
We had 378 cloud operations and technical support employees and 758 professional
service employees at July 31, 2020 compared to 198 cloud operations and
technical support employees and 781 professional services employees at July 31,
2019.
Gross Profit
                                                                 Fiscal years ended July 31,
                                                        2020                                                         2019                                          Change
                                            Amount               margin %              Amount             margin %              ($)                (%)
                                                                                (In thousands, except percentages)
Gross profit:
Subscription and support               $      86,315                    42  %       $  76,877                    51  %       $ 9,438                  12  %
License                                      319,988                    97            312,572                    98            7,416                   2
Services                                      (2,011)                   (1)             5,715                     2           (7,726)               (135)
Total gross profit                     $     404,292                    54  %       $ 395,164                    55  %       $ 9,128                   2  %


Our gross profit increased $9.1 million, primarily due to growth in our
subscription revenue and the execution of multi-year term license and multi-year
term license renewal deals in fiscal year 2020. These increases were partially
offset by investments in cloud operations and the completion of, and investments
in, certain large implementation engagements.
Our gross margin slightly decreased to 54% in fiscal year 2020, as compared to
55% in fiscal year 2019. Gross margin was impacted by lower subscription and
support gross margins resulting from increasing investments in cloud operations,
and

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to a lesser extent, lower services gross margins resulting from the completion
of certain large customer implementations and the lower utilization of services
employees.
We expect subscription and support gross margins will fluctuate as our
subscription revenue increases and we continue to invest in our cloud
operations. In addition to the impact of our customer investments, we expect
challenges related to COVID-19 will negatively impact services gross margin in
at least the first half of fiscal 2021 and potentially longer. We expect license
gross margin will fluctuate based on changes in revenue due to multi-year term
license and multi-year term license renewal deals as cost of license revenue is
expected to be relatively flat compared to fiscal 2020.
Operating Expenses
Our operating expenses consist of research and development, sales and marketing,
and general and administrative expenses. The largest components of our operating
expenses are personnel costs for our employees and, to a lesser extent,
professional services. In each case, personnel costs include salaries, bonuses,
commissions, benefits, and stock-based compensation. We allocate overhead such
as information technology support, information security, facilities, and other
administrative costs to all functional departments based on headcount. As a
result, general overhead expenses are reflected in cost of revenue and each
functional operating expense.
                                                                     Fiscal years ended July 31,
                                                           2020                                                            2019                                          Change
                                                                   % of total                                 % of total
                                              Amount                 revenue               Amount               revenue                ($)               (%)
                                                                                   (In thousands, except percentages)
Operating expenses:
Research and development                 $     200,575                      27  %       $ 188,541                      26  %          12,034                6
Sales and marketing                            142,420                      19            130,751                      18             11,669                9
General and administrative                      85,183                      11             74,401                      10             10,782               14
Total operating expenses                 $     428,178                      57  %       $ 393,693                      54  %          34,485                9

Includes stock-based compensation of:
Research and development                 $      26,324                                  $  23,421                                      2,903
Sales and marketing                             21,260                                     19,245                                      2,015
General and administrative                      25,073                                     21,237                                      3,836
Total                                    $      72,657                                  $  63,903                                      8,754



Research and Development
Our research and development expenses primarily consist of personnel costs for
our technical staff and consultants providing professional services.
The $12.0 million increase in research and development expenses was primarily
due to a $9.4 million increase in personnel costs associated with higher
headcount in fiscal year 2020, as well as additional cloud infrastructure costs
of $2.9 million in order to support the development of our subscription
offerings, information security requirements, and cloud strategy.
Our research and development headcount was 809 as of July 31, 2020 compared with
724 as of July 31, 2019.
We expect our research and development expenses to increase in absolute dollars
as we continue to hire and dedicate internal resources to developing, improving,
and expanding the functionality of our solutions and migrating our solutions to
the cloud. Research and development expenses may also increase if we pursue
additional acquisitions.
Sales and Marketing
Our sales and marketing expenses primarily consist of personnel costs for our
sales and marketing employees. It also includes travel expenses, professional
services for marketing activities, and amortization of certain acquired
intangibles.
The $11.7 million increase in sales and marketing expenses was primarily due to
increases of $15.1 million in personnel expenses due to higher headcount to sell
and market our products and services, including an increase of $4.3 million due
to the net amortization of contract acquisition costs (primarily commissions).
Contract acquisition costs are capitalized when earned and expensed over the
anticipated period of time that goods and services are expected to be provided
to a customer, which we estimate to be approximately five years. This increase
was partially offset by decreases of $2.5 million due to lower travel expenses
resulting from COVID-19 travel restrictions and $1.7 million due to lower
amortization of intangible assets.

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Our sales and marketing headcount was 399 as of July 31, 2020 compared with 354
as of July 31, 2019.
We expect our sales and marketing expenses to continue to increase in absolute
dollars as we continue to invest in sales and marketing activities to support
our business growth and objectives.

General and Administrative
Our general and administrative expenses include executive, finance, human
resources, legal, and corporate development and strategy functions, and
primarily consist of personnel costs, as well as professional services.
The $10.8 million increase in our general and administrative expenses was
primarily attributable to increases in our facilities, personnel, and software
expenses to support our growth.
Our general and administrative headcount was 346 as of July 31, 2020 compared
with 298 as of July 31, 2019. General and administrative headcount includes
personnel in information technology support, information security, facilities,
and recruiting whose expenses are allocated across all functional departments.
We expect that our general and administrative expenses will increase in absolute
dollars as we continue to invest in personnel, corporate infrastructure, and
systems required to support our strategic initiatives, the growth of our
business, and our compliance and reporting obligations.
Other Income (Expense)
                                    Fiscal years ended July 31,
                                        2020                  2019              Change
                                       Amount                Amount          ($)        (%)
                                            (In thousands, except percentages)
Interest income               $       24,705               $  30,182       (5,477)      (18)
Interest expense              $      (17,945)              $ (17,334)        (611)        4
Other income (expense), net   $       (7,205)              $  (1,867)

(5,338) 286




Interest Income
Interest income represents interest earned on our cash, cash equivalents, and
investments.
Interest income decreased by $5.5 million in fiscal year 2020, primarily due to
lower yields on invested funds.
Interest Expense
Interest expense includes both stated interest and the amortization of debt
discount and issuance costs associated with the $400.0 million aggregate
principal amount of our Convertible Senior Notes that were issued in March 2018.
The amortization of debt discount and issuance costs are recognized on an
effective interest basis. Stated interest expense is consistent in the
comparative periods as the outstanding principal and stated interest rate have
not changed.
Interest expense for fiscal year 2020 and 2019 consist of non-cash interest
expense related to the amortization of debt discount and issuance costs of $12.9
million and $12.2 million respectively, and stated interest of $5.0 million in
both periods.
Other Income (Expense), Net
Other income (expense), net includes foreign exchange gains and losses resulting
from fluctuations in foreign exchange rates on monetary asset and monetary
liability balances that are denominated in currencies other than the functional
currency of the entity in which they are recorded. We currently have entities
with a functional currency of the Argentine Peso, Australian Dollar, Brazilian
Real, British Pound, Canadian Dollar, Danish Kroner, Euro, Indian Rupee,
Japanese Yen, Malaysian Ringgit, Polish Zloty, Russian Ruble, and Swiss Franc.
Additionally, changes in the fair value of strategic investments are also
included in other income (expense), net.
Other expense, net increased by $5.3 million during fiscal year 2020, as
compared to the prior year, primarily due to the $10.7 million reduction in fair
value of one of our strategic investments, partially offset by net currency
exchange rate gains. In fiscal year 2019, exchange rate movements on monetary
assets and monetary liabilities denominated in currencies other than the
functional currency of the entity in which the transaction was recorded resulted
in a net currency exchange rate loss.
Provision for Income Taxes

We are subject to taxes in the United States as well as other tax jurisdictions
and countries in which we conduct business. Earnings from our non-U.S.
activities are subject to local country income tax and may be subject to current
U.S. income tax.

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                                                     Fiscal years ended July 31,
                                                   2020                          2019                            Change
                                                  Amount                        Amount                 ($)                     (%)
                                                                         (In thousands, except percentages)
Provision for (benefit from) income taxes    $      2,867                    $  (8,280)                  11,147                  (135)
Effective tax rate                                    (12)  %                      (66) %



We recognized an income tax provision of $2.9 million for fiscal year 2020
compared to an income tax benefit of $8.3 million for fiscal year 2019. The
fiscal year 2020 income tax provision was primarily due to the BEAT liability,
including interest and penalties, of $11.4 million recorded in fiscal year 2020,
of which $7.7 million relates to fiscal year 2020 and $3.7 million relates to
fiscal year 2019, as a result of regulations issued by the Internal Revenue
Service ("IRS") on December 2, 2019, and subsequent amendments resulting from
the CARES Act which was passed on March 27, 2020.
As of July 31, 2020, we had unrecognized tax benefits of $18.0 million that, if
recognized, would affect our effective tax rate.
On December 22, 2017, the Tax Act was enacted into law which substantially
changed U.S. tax law, including a reduction in the U.S. corporate income tax
rate to 21% effective January 1, 2018 and several provisions that may impact us
in current and future periods. The Tax Act includes a provision to tax global
intangible low-taxed income ("GILTI") of foreign subsidiaries, a special
deduction for foreign-derived intangible income, and a BEAT measure that taxes
certain payments between a U.S. corporation and its foreign subsidiaries. These
provisions of the Tax Act became effective for us beginning on August 1, 2018.
The effective tax rate of (12)% for fiscal year 2020, differs from the statutory
U.S. Federal income tax rate of 21% mainly due to permanent differences for
stock-based compensation, including excess tax benefits, research and
development credits, change in valuation allowance, certain non-deductible
expenses including executive compensation, and BEAT.
Comparison of the Fiscal Years Ended July 31, 2019 and 2018
Refer to Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations located in our 10-K for the fiscal year ended July 31,
2019, filed on September 30, 2019, for the discussion of the comparison of the
fiscal year ended July 31, 2019 to the fiscal year ended July 31, 2018, the
earliest of the three fiscal years presented in the consolidated financial
statements.

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Quarterly Results of Operations
The following table sets forth our selected unaudited quarterly financial
information for each of the eight fiscal quarters ended July 31, 2020. In
management's opinion, the data below has been prepared on the same basis as the
audited consolidated financial statements and reflect all necessary adjustments,
consisting only of normal recurring adjustments, necessary for a fair statement
of the data. The results of historical periods are not necessarily indicative of
the results to be expected for a full year or any future period.
                                                                                                         Fiscal quarters ended
                                                                                January 31,         October 31,                                                          January 31,         October 31,
                                July 31, 2020           April 30, 2020             2020                2019              July 31, 2019           April 30, 2019             2019                2018
                                                                                                              (unaudited)
                                                                                               (in thousands, except per share amounts)
Total revenue                 $      243,674          $       168,165

$ 173,458 $ 157,010 $ 207,858 $ 162,867 $ 168,534 $ 180,255 Total cost of revenue

                 87,811                   85,752              83,596              80,856                  82,784                   80,278              79,680              81,608
Total gross profit                   155,863                   82,413              89,862              76,154                 125,074                   82,589              88,854              98,647
Income (loss) from operations         44,341                  (25,600)            (18,030)            (24,597)                 21,082                  (15,767)             (6,331)              2,487
Net income (loss)             $       38,775          $       (31,038)         $  (19,944)         $  (14,991)         $       23,005          $        (8,581)         $       (1)         $    6,309
Income (loss) per share -
basic                         $         0.46          $         (0.37)      

$ (0.24) $ (0.18) $ 0.28 $

  (0.11)         $        -          $     0.08
Income (loss) per share -
diluted                       $         0.46          $         (0.37)         $    (0.24)         $    (0.18)         $         0.28          $         (0.11)         $        -          $     0.08


Our quarterly results of operations may fluctuate significantly due to a variety
of factors, many of which are outside of our control, making our results of
operations variable and difficult to predict. Such factors include those
discussed above and those set forth in "Risk Factors-We may experience
significant quarterly and annual fluctuations in our results of operations due
to a number of factors" and "Risk Factors-Seasonal sales patterns may cause
significant fluctuations in our results of operations and cash flows and may
prevent us from achieving our quarterly or annual forecasts, which may cause our
stock price to decline" in Item 1A of Part I of this Annual Report on Form 10-K.
One or more of these factors may cause our results of operations to vary widely.
As such, we believe that our quarterly results of operations may vary
significantly in the future and that sequential quarterly comparisons of our
results of operations may not be meaningful and should not be relied upon as an
indication of future performance.


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Non-GAAP Financial Measures
In addition to the key business metrics presented above, we believe that the
following non-GAAP financial measures provide useful information to management
and investors regarding certain financial and business trends relating to our
financial condition and results of operations. Management uses these non-GAAP
measures to compare our performance to that of prior periods for trend analysis,
for purposes of determining executive and senior management incentive
compensation and for budgeting and planning purposes. We believe that the use of
these non-GAAP financial measures provides an additional tool for investors to
use in evaluating ongoing operating results and trends and in comparing our
financial results with other software companies because it provides consistency
and comparability with past financial performance and assists in comparisons
with other companies, many of which present similar non-GAAP financial measures
to investors. However, our management does not consider these non-GAAP measures
in isolation or as an alternative to financial measures determined in accordance
with GAAP.
The non-GAAP financial information is presented for supplemental informational
purposes only, should not be considered a substitute for financial information
presented in accordance with GAAP, and may be different from similarly-titled
non-GAAP measures used by other companies. The principal limitation of these
non-GAAP financial measures is that they exclude significant expenses and income
that are required by GAAP to be recorded in our financial statements. In
addition, they are subject to inherent limitations as they reflect the exercise
of judgment by management about which expenses and income are excluded or
included in determining these non-GAAP financial measures. We urge investors to
review the reconciliation of non-GAAP financial measures to the comparable GAAP
financial measures included herein and not to rely on any single financial
measure to evaluate the Company's business.
The following table reconciles the specific items excluded from GAAP in the
calculation of non-GAAP financial measures for the periods indicated below:

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                                                                                      Fiscal years ended July 31,
                                                                                      2020                   2019
Gross profit reconciliation:
GAAP gross profit                                                               $      404,292          $    395,164
Non-GAAP adjustments:
Stock-based compensation                                                                29,160                27,614
Amortization of intangibles                                                             19,221                19,780
Non-GAAP gross profit                                                       

$ 452,673 $ 442,558



Income (loss) from operations reconciliation:
GAAP income (loss) from operations                                              $      (23,886)         $      1,471
Non-GAAP adjustments:
Stock-based compensation                                                               101,817                91,516
Amortization of intangibles                                                             26,834                29,113
Non-GAAP income (loss) from operations                                      

$ 104,765 $ 122,100



Net income (loss) reconciliation:
GAAP net income (loss)                                                          $      (27,198)         $     20,732
Non-GAAP adjustments:
Stock-based compensation                                                               101,817                91,516
Amortization of intangibles                                                             26,834                29,113
Amortization of debt discount and issuance costs                                        12,886                12,194
Changes in fair value of strategic investment (1)                                       10,672                     -
Tax impact of non-GAAP adjustments (2)                                                 (19,243)              (33,678)
Non-GAAP net income (loss)                                                  

$ 105,768 $ 119,877



Tax provision (benefit) reconciliation:
GAAP tax provision (benefit)                                                    $        2,867          $     (8,280)
Non-GAAP adjustments:
Stock-based compensation                                                                16,453                15,800
Amortization of intangibles                                                              4,334                 5,033
Amortization of debt discount and issuance costs                                         2,080                 2,117
Changes in fair value of strategic investment (1)                                        1,418                     -
Tax impact of non-GAAP adjustments (2)                                                  (5,042)               10,728

Non-GAAP tax provision (benefit)                                            

$ 22,110 $ 25,398



Net income (loss) per share reconciliation:
GAAP net income (loss) per share - diluted                                      $        (0.33)         $       0.25
Non-GAAP adjustments:
Stock-based compensation (1)                                                              1.23                  1.11
Amortization of intangibles (1)                                                           0.33                  0.35
Amortization of debt discount and issuance costs (2)                                      0.16                  0.16
Changes in fair value of strategic investment (1)                                         0.13                     -
Tax impact of non-GAAP adjustments (2)                                                   (0.23)                (0.42)

Non-GAAP dilutive shares excluded from GAAP net income (loss) per share calculation (3)

                                                                    (0.03)                    -
Non-GAAP net income (loss) per share - diluted                              

$ 1.26 $ 1.45

Shares used in computing Non-GAAP income (loss) per share amounts: GAAP weighted average shares - diluted

                                              82,855,392            82,681,214

Non-GAAP dilutive shares excluded from GAAP income (loss) per share calculation (3)

                                                                        834,002                     -
Pro forma weighted average shares - diluted                                         83,689,394            82,681,214



(1) Effective the third fiscal quarter of 2020, changes in fair value of strategic investments are excluded from non-GAAP measures. Prior to the third fiscal quarter of 2020, there were no changes in fair value of strategic investments in any periods presented.

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(2) Adjustments reflect the tax benefit (provision) resulting from all non-GAAP
adjustments.
(3) Due to the occurrence of a net loss on a GAAP basis, potentially dilutive
securities were excluded from the calculation of GAAP net income (loss) per
share, as they would have an anti-dilutive effect. However, these shares have a
dilutive effect on non-GAAP net income (loss) per share and, therefore, are
included in the non-GAAP net income (loss) per share calculation.

Liquidity and Capital Resources
Our principal sources of liquidity are as follows (in thousands):
                                              July 31, 2020       July 31, 

2019

Cash, cash equivalents, and investments $ 1,434,267 $ 1,337,761 Working capital

$    1,118,020      $    1,102,702


Cash, Cash Equivalents, and Investments
Our cash equivalents are comprised of liquid investments with remaining
maturities of 90 days or less from the date of purchase, primarily commercial
paper and money market funds. Substantially all of our investments are comprised
of corporate debt securities, U.S. government and agency securities, commercial
paper, asset-backed securities, and non-U.S. government securities, which
include state, municipal and foreign government securities.
As of July 31, 2020, approximately $43.4 million of our cash and cash
equivalents were domiciled in various foreign jurisdictions. While we have no
current plans to repatriate these funds to the United States, we may repatriate
foreign earnings in the future to the extent that the repatriation is not
restricted by local laws or there are no substantial incremental costs
associated with such repatriation.
Cash Flows
Our cash flows from operations are significantly impacted by timing of invoicing
and collections of accounts receivable and annual bonus payments, as well as
payments of payroll, commissions, payroll taxes, and other taxes. We expect that
we will continue to generate positive cash flows from operations on an annual
basis, although this may fluctuate significantly on a quarterly basis. In
particular, we typically use more cash during the first fiscal quarter ended
October 31, as we generally pay cash bonuses to our employees for the prior
fiscal year during that period and pay seasonally higher sales commissions from
increased customer orders booked in our fourth fiscal quarter.
We believe that our existing cash and cash equivalents and sources of liquidity
will be sufficient to fund our operations for at least the next 12 months. Our
future capital requirements will depend on many factors, including our rate of
revenue growth, the expansion of our sales and marketing activities, the timing
and extent of our spending to support our research and development efforts,
investments in cloud infrastructure and operating costs, and expansion into
other markets. We may also invest in or acquire complementary businesses,
applications, or technologies, which may require the use of significant cash
resources and/or additional financing.
The following summary of cash flows for the periods indicated has been derived
from our consolidated financial statements included elsewhere in this Annual
Report on Form 10-K (in thousands):
                                                                            

Fiscal years ended July 31,


                                                                             2020                  2019
Net cash provided by (used in) operating activities                    $      113,066          $  116,126
Net cash provided by (used in) investing activities                    $       (5,801)         $ (301,433)
Net cash provided by (used in) financing activities                    $    

4,955 $ 3,954




Cash Flows from Operating Activities
Net cash provided by operating activities decreased by $3.1 million in fiscal
year 2020 as compared to fiscal year 2019. The decrease in operating cash was
primarily attributable to a $15.3 million decrease in net income after excluding
the impact of non-cash charges such as deferred taxes, stock-based compensation
expense, depreciation and amortization expense, change in fair value of our
strategic investments, and other non-cash items, partially offset by a $12.3
million increase in cash provided by working capital activity as compared to the
same period a year ago, which was driven by $21.3 million in higher collections
from customers, partially offset by a $9.9 million partial early bonus payout
during the third fiscal quarter ended April 30, 2020.

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This partial early bonus payout was approved by our board of directors in order
to support our employees and, in turn, their local economies during the
extraordinary situation created by the COVID-19 pandemic.
Cash Flows from Investing Activities
Net cash used in investing activities decreased by $295.6 million in fiscal year
2020 as compared to fiscal year 2019. The decrease in net cash used in investing
activities was primarily due to a decrease of $274.6 million in net cash flows
from marketable securities transactions and a $23.2 million decrease in capital
expenditures primarily due to the completion of construction and furnishing of
our new headquarters in San Mateo, California, partially offset by the purchase
of $2.2 million in new strategic investments.
Cash Flows from Financing Activities
Net cash provided by financing activities was $5.0 million in fiscal year 2020,
as compared to $4.0 million in fiscal year 2019. The increase of $1.0 million in
net cash provided by financing activities was because of higher proceeds from
option exercises.
Comparison of the Fiscal Years Ended July 31, 2019 and 2018
Refer to Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations - "Liquidity and Capital Resources" located in our 10-K
for the fiscal year ended July 31, 2019, filed on September 30, 2019, for the
discussion of the comparison of fiscal year ended July 31, 2019 to the fiscal
year ended July 31, 2018, the earliest of the three fiscal years presented in
the consolidated financial statements.
Contractual Obligations
The following summarizes our contractual obligations as of July 31, 2020 (in
thousands):
                                                          Payments due by period
                                   Less than       1 to 3        3 to 5        More than
                                    1 year         years          years         5 years         Total
Long-term debt (1)                $   5,000      $ 10,000      $ 410,000      $       -      $ 425,000
Royalty obligations (2)               2,755         2,627              -              -          5,382
Purchase commitments (3)             67,494        35,428          3,073              -        105,995
Operating lease obligations (4)      15,660        33,995         31,945         78,886        160,486
Total                             $  90,909      $ 82,050      $ 445,018      $  78,886      $ 696,863


(1)Long-term debt consists of principal and interest payments on our Convertible
Senior Notes. The $400 million in principal is due in March 2025.
(2)Royalty obligations primarily represent our obligations under our
non-cancellable agreements related to certain revenue-generating agreements.
(3)Purchase commitments consist of agreements to purchase goods and services,
entered into in the ordinary course of business for which a penalty could be
imposed if the agreement was canceled for any reason other than an event of
default as described by the agreement.
(4)Lease obligations primarily represent payments required under our
non-cancellable lease agreements for our corporate headquarters and worldwide
offices through 2032.

Additionally, we have unrecognized tax benefits of $23.7 million as of July 31,
2020. We are unable to estimate when any cash settlement with a taxing authority
might occur.
Off-Balance Sheet Arrangements
Through July 31, 2020, we did not have any relationships with unconsolidated
entities or financial partnerships, such as entities often referred to as
structured finance or special purpose entities, which would have been
established for the purpose of facilitating off-balance sheet arrangements or
other contractually narrow or limited purposes.

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