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 related notes thereto included elsewhere in this
Quarterly Report on Form 10-Q. This discussion contains forward-looking
statements that involve risks and uncertainties. Our actual results could differ
materially from those discussed below. You should review the sections titled
"Special Note Regarding Forward-Looking Statements" and "Risk Factors" for a
discussion of forward-looking statements and important factors that could cause
actual results to differ materially from the results described in or implied by
the forward-looking statements contained in the following discussion and
analysis.

Overview



We created the first experience management platform to manage customer,
employee, product, and brand experiences. Our platform serves as a business
operating system for experience management. The Qualtrics Experience Management
Platform, or XM Platform, is a system of action that helps companies design and
improve the experiences they provide to their many constituents across these
four core experiences.

Our revenue was $356.4 million and $249.3 million for the three months ended
June 30, 2022 and 2021, respectively, representing year-over-year growth of 43%.
Our revenue was $692.0 million and $488.0 million for the six months ended June
30, 2022 and 2021, respectively, representing year-over-year growth of 42%. For
the three months ended June 30, 2022 and 2021, our net loss was $279.2 million
and $263.5 million, respectively, and $571.6 million and $463.3 million for the
six months ended June 30, 2022 and 2021, respectively. The results of our
operations for the three and six months ended June 30, 2022 and 2021 were
impacted by equity and cash settled stock-based compensation expense.

We generate revenue by selling subscriptions to our XM Platform and integrated
solutions, as well as professional services. Over 99% of our contracts have a
subscription period of one year or longer, and we primarily bill annually in
advance. Subscription revenue comprised approximately 84% of our total revenue
for each of the three and six months ended June 30, 2022. We have a diversified
customer base consisting of organizations of various sizes across virtually all
industries. Our largest customer accounted for less than 3% of revenue during
the three and six months ended June 30, 2022, and our largest industries by
annual recurring revenue, or ARR, as of June 30, 2022 were financial services,
professional and business services, education, technology, government, and
healthcare. ARR is calculated by annualizing subscription revenue in the last
month of a period.

We price and package our software subscriptions solutions based on the capacity,
use case, and functionality needs of our customers. This pricing and packaging
includes volume of expected responses, number of users accessing our platform,
number of employees, and level of functionality provided, such as dashboards, iQ
functionality, and integrations. We have also recently begun to offer use case
pricing that simplifies pricing for customers seeking to address specific needs.
Our customers often expand their subscriptions as they increase volume of
responses, add solutions and integrations, grow users and employees, and
increase features and workflows within each solution.

Our professional services consist primarily of research services, through our
DesignXM offering, which allows customers to gain market intelligence by
procuring a curated group of respondents and returning actionable results, while
conforming to best-practice design and methodology, as well as implementations,
configurations, and integration and engineering services to help customers
deploy our XM Platform. Other professional services revenue consists of
consulting and training fees.

Key Factors Affecting Our Performance



We believe that the growth and future success of our business depends on many
factors. While each of these factors presents significant opportunities for our
business, they also pose important challenges that we must successfully address
in order to sustain our growth and improve our results of operations.

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Customer Acquisition and Expansion



We are focused on continuing to acquire new customers to support our long-term
growth. We have invested, and expect to continue to invest, heavily in our sales
and marketing efforts to drive customer acquisition. Our customers include
businesses of all sizes, academic institutions, and government organizations. We
define the number of customers at the end of any particular period as the number
of parties or individual legal entities that have entered into a separate
subscription contract with us. For avoidance of doubt, international
subsidiaries of parent entities are not separately counted, but business units,
brands, and academic institutions are counted if they are distinct legal
entities. A single organization or customer may have multiple paid business
accounts.

Our business model relies on rapidly and efficiently landing new customers and
expanding our relationship with them over time. We have a history of attracting
new customers, driving expanded use through upselling our XM Platform across the
enterprise, and cross-selling through the subsequent deployment of additional
solutions throughout the enterprise. Our relationship with SAP has resulted in
greater access to enterprise customers and increased cross-sell opportunities
through SAP's customer base.

Investing for Growth

Our investment for growth encompasses multiple critical areas, including international growth, enterprise sales, and product expansion.



Our revenue outside of the United States represented 31% and 30% of our total
revenue during the three months ended June 30, 2022 and 2021, respectively, and
30% and 29% of our total revenue during the six months ended June 30, 2022 and
2021, respectively. We initially started our expansion outside of the United
States in English-speaking countries, such as Ireland, the United Kingdom,
Canada, and Australia, as we were able to leverage our core technologies and
go-to-market motion. Since opening our first international office in Dublin,
Ireland in 2013, we now have over 25 sales offices in countries around the
globe.

We continue to evolve our technology to ensure that we are best serving our
customers' needs. We believe this will lead to continued strong retention and
positive customer referrals that will continue to generate expansion within
current customer organizations and business from new customers. Since 2015, we
have established offices in Seattle and Poland to expand our engineering
headcount. We continue to invest in research and development to drive product
innovation and development.

Strategic Partnerships

In 2018, we announced the launch of the Qualtrics Partner Network, or QPN. Since
then, we have built out our partner network to include over 300 global member
companies partnering with us on our platform to help drive breakthrough business
outcomes for joint customers. Since the SAP Acquisition in 2019, we have also
developed joint go-to-market and product integrations with SAP. We expect our
partnerships to continue to extend our sales reach and provide implementation
leverage both domestically and internationally, as well as product and
technology integrations that will accelerate our product roadmap.

Key Business Metrics



We review a number of operating and financial metrics, including the following
key metrics to evaluate our business, measure our performance, identify trends
affecting our business, formulate business plans, and make strategic decisions.

Large Customers



We define our large customers as those spending more than $100,000 in ARR on our
XM Platform. We believe that our ability to increase the number of large
customers is an indicator of our market penetration, strategic demand for our
platform, the growth of our business, and our potential future business
opportunities. Increasing awareness of our XM Platform and its broad range of
capabilities, coupled with the mainstream adoption of cloud-based

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technology, has expanded the diversity of our large customer base to include organizations of different sizes across virtually all industries.



We continue to increase the number of customers who have entered into larger
subscriptions with us. We had 2,146 customers with ARR of $100,000 or more as of
June 30, 2022, up from 1,940 as of December 31, 2021. The number of customers
with ARR of $100,000 or more indicates the strategic importance of our XM
Platform for enterprise customers and our ability to both initially land
significant accounts and grow them over time.

Net Retention Rate



We calculate our dollar-based net retention rate to measure our ability to
retain and expand subscription revenue from our existing customers and is an
indicator of the value our platform delivers to customers and our future
business opportunities. Our net retention rate compares our subscription revenue
from the same set of customers across comparable periods and reflects customer
renewals, expansion, contraction and churn.

We calculate our net retention rate on a trailing four-quarter basis. As of June
30, 2022, our net retention rate was 126%. Our net retention rate was 128% as of
December 31, 2021.

To calculate our net retention rate, we first calculate the subscription revenue
in one quarter from a cohort of customers that were customers at the beginning
of the same quarter in the prior fiscal year, or cohort customers. We repeat
this calculation for each quarter in the trailing four-quarter period. The
numerator for net retention rate is the sum of subscription revenue from cohort
customers for the four most recent quarters, or numerator period, and the
denominator is the sum of subscription revenue from cohort customers for the
four quarters preceding the numerator period.

SAP Acquisition



The results of our operations include all revenue and costs directly
attributable and/or allocable to the Company, including costs for facilities,
functions, and services used by Qualtrics. Our results also include expenses of
SAP directly charged to Qualtrics for certain functions provided by SAP,
including, but not limited to, sales organization costs, insurance, employee
benefits, human resources and usage of data centers. We expect this revenue and
these cross charges to continue in the near future. These amounts may fluctuate
from period to period based on the nature and extent of the indirect benefits
received and provided. See Note 13 "Related Party Transactions" for further
details in our condensed consolidated financial statements included elsewhere in
this Quarterly Report on Form 10-Q.

SAP Segment Reporting



Since the SAP Acquisition, certain of our financial results have been presented
as an operating segment within SAP's publicly reported financial results. These
Euro-reported financial results are prepared under International Financial
Reporting Standards, or IFRS, and presented on a non-IFRS basis. The SAP segment
results differ from our standalone financial results primarily due to:
differences in reporting currency, differences between IFRS and GAAP,
differences in the reporting of certain related party transactions between
Qualtrics and SAP, SAP's reporting of expenses related to certain corporate
overhead functions, and differences in the reporting related to the SAP
Acquisition.

Response to COVID-19



In response to the COVID-19 pandemic, we implemented a variety of measures,
including a COVID-19 task force, a temporary work from home policy, new
operating guidelines for our offices based on local conditions, restrictions on
work-related travel, and additional wellness benefits for employees, all of
which have the potential to result in disruptions to how we operate our
business. We have begun relaxing many of these measures, in compliance with
local restrictions and orders, but some of them are ongoing. Our employees'
health and safety is our top priority, and we continue to monitor the status of
the pandemic globally. Our customers and partners have similarly been impacted.
Our XM Platform enables customers to focus on managing their customer, employee,
product, and brand experiences, which is increasingly important in a digitally
connected world. Although we believe

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our business is well-suited to navigate the current environment, the ultimate
impact of the COVID-19 pandemic cannot be accurately predicted at this time, and
the direct and indirect impact on our business, results of operations, and
financial condition will depend on future developments that are uncertain. We
have experienced, and may continue to experience, an adverse impact on certain
parts of our business. The conditions caused by the pandemic have adversely
affected or may in the future adversely affect, among other things, demand,
spending by new customers, renewal and retention rates of existing customers,
the length of our sales cycles, sales productivity, the value and duration of
subscriptions, supply of goods and services provided by third parties,
collections of accounts receivable, our IT and other expenses, our ability to
focus time and attention on our core business, our ability to recruit, and the
ability of our employees to travel, all of which could adversely affect our
business, results of operations, and financial condition.

We have also experienced, and may continue to experience, certain positive
impacts on other aspects of our business, including an increase in sales of our
platform to state, local, and federal governments and non-profit organizations
to help them navigate through the pandemic as well as sales of vaccine and
testing verification solutions on our XM Platform. Moreover, we have seen a
reduction in certain operating expenses due to reduced business travel, reduced
office use, deferred hiring for some positions, and the virtualization or
cancellation of customer and employee events. Additionally, we believe that the
COVID-19 pandemic could also accelerate customer transformation into digital
businesses, which we expect will generate additional opportunities for us in the
future. These benefits, however, may be reduced by difficulties in renewing
licenses for pandemic-related solutions and increased operating costs as the
world begins to emerge from the COVID-19 pandemic.

The global impact of COVID-19 continues to evolve, including as a result of new
variants of the virus and the changing legal landscape, and we will continue to
monitor the situation and the effects on our business and operations closely. We
do not yet know the full extent of potential impacts on our business or
operations. In particular, due to our subscription-based business model, the
effect of the COVID-19 pandemic may not be fully reflected in our revenue until
future periods. Given the uncertainty, we cannot reasonably estimate the impact
on our future results of operations, cash flows, or financial condition. For
additional details, see "Risk Factors."

Components of Our Results of Operations

Revenue

We generate revenue from sales of subscriptions to our XM Platform and related professional services.



Subscription revenue is recognized ratably over the related contractual term,
generally beginning on the date that our XM Platform is made available to our
customer. Our subscription agreements generally have annual contractual terms,
with a growing number having multi-year contractual terms. Our agreements
generally cannot be canceled for a refund. We primarily bill in advance for our
annual contracts and annually in advance for our multi-year contracts. Amounts
that have been billed are initially recorded as deferred revenue until the
revenue is recognized. Subscription revenue as a percentage of total revenue may
fluctuate period to period.

Professional services and other revenue consists primarily of research services,
implementation services, and engineering services. Research services revenue is
recognized upon completion of the project. Our research services agreements
generally cannot be canceled for a refund. We typically bill in advance for
research services projects, with a number of customers purchasing annual
retainers to fund future projects. Amounts that have been billed are initially
recorded as deferred revenue until the revenue is recognized. Implementation
services and engineering services include fees associated with new and expanding
customers requesting implementation, integration, customization, consulting, and
other services. We price these services on a fixed fee basis. Our implementation
services and engineering services agreements generally cannot be canceled for a
refund. We typically bill in advance for professional services and other
revenue. Amounts that have been billed are initially recorded as deferred
revenue until the revenue is recognized. We continue to increase deployment of
partners to fulfill certain of these services, especially implementation
services, and we generally expect professional services and other revenue to
decrease as a percentage of total revenue in the long term, although this
percentage may fluctuate from period to period.

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Cost of revenue and gross margin



Cost of revenue. Our cost of subscription revenue includes expenses related to
operating our XM Platform in data centers, depreciation of our data center
equipment, and the amortization of our capitalized internal-use software and
acquired technology. Subscription cost of revenue also includes employee-related
costs associated with our customer support and XM Platform operations
organizations. Our cost of professional services and other revenue includes
vendor costs and employee-related costs associated with the delivery of these
services. Additionally, we make allocations of certain overhead costs, primarily
based on headcount, to each of these costs of revenue. Allocated overhead
includes costs such as facilities, including lease expense, utilities,
depreciation on leasehold improvements, and shared information technology costs.
We expect our cost of revenue will increase in absolute dollars in future
periods as we continue to invest in our business.

Gross margin. Gross margin is gross profit expressed as a percentage of revenue.
Our gross margin may fluctuate from period to period based on the timing of
capital expenditures and the related depreciation expense, or other changes in
equity and cash settled stock-based compensation, employee-related costs,
infrastructure costs, revenue mix, timing of completion of professional services
projects, as well as revenue fluctuations. Excluding the impact of equity and
cash settled stock-based compensation expense, we generally expect our gross
margin to remain relatively consistent in the near term and to increase modestly
in the long term, although our gross margin may fluctuate from period to period
depending on the interplay of all of these factors.

Operating expenses

Research and development. Our research and development expenses consist primarily of employee-related costs for our engineering, product, and design teams, and allocated overhead.



We plan to continue to hire employees for our engineering, product, and design
teams to support our efforts to enhance the functionality and improve the
reliability, availability, and scalability of our XM Platform. Excluding the
impact of equity and cash settled stock-based compensation expense, we expect
our research and development expenses to increase in absolute dollars in future
periods, to remain relatively consistent as a percentage of our revenue in the
near term, and to decrease as a percentage of our revenue over the long term,
although our research and development expenses may fluctuate as a percentage of
our revenue from period to period due to the timing and extent of these
expenses.

Sales and marketing. Our sales and marketing expenses relate to both inside and
outbound sales activities, as well as expansion efforts with our current
customers. The expenses consist primarily of employee-related costs, marketing
programs and events, lead generation fees, indirect benefits received from SAP
net of indirect benefits we provide to SAP, and allocated overhead. Sales
commissions earned by our sales team and the related payroll taxes, that we
consider to be incremental and recoverable costs of obtaining a contract with an
organization, are deferred and amortized over an estimated period of benefit of
five years.

We plan to continue to invest in sales and marketing to grow our customer base
and increase our brand awareness. The trend and timing of sales and marketing
expenses will depend in part on the timing of marketing campaigns. Excluding the
impact of equity and cash settled stock-based compensation expense, we expect
that sales and marketing expenses will increase in absolute dollars in future
periods; however, we expect our sales and marketing expenses to decrease as a
percentage of our revenue over the long term, although our sales and marketing
expenses may fluctuate as a percentage of our revenue from period to period due
to the timing and extent of these expenses.

General and administrative. Our general and administrative expenses consist
primarily of employee-related costs for our finance, legal, people operations,
and other administrative teams, as well as certain executives. In addition,
general and administrative expenses include allocated overhead, outside legal,
accounting and other professional fees, and non-income based taxes.

We expect to incur additional general and administrative expenses to support our
growth as well as our transition to being a publicly traded company. Excluding
the impact of equity and cash settled stock-based compensation expense, we
expect that general and administrative expenses will increase in absolute
dollars in future

                                       29

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periods. Our general and administrative expenses may fluctuate as a percentage of our revenue from period to period due to the timing and extent of these expenses.

Other non-operating income (expense), net

Other non-operating income (expense), net consists of other non-operating gains or losses, including those related to interest income and foreign currency transaction gains and losses.

Provision for income taxes



Provision for income taxes consists primarily of income taxes related to the
U.S. and other foreign jurisdictions in which we conduct business. We maintain a
full valuation allowance against our deferred tax assets in certain entities as
we have concluded that it is not more likely than not that the deferred tax
assets will be realized. Other entities do not have a valuation allowance, as
they are, and are expected to be taxable in the future. Our effective tax rate
is affected by tax rates in both U.S. and foreign jurisdictions and the relative
amounts of income we earn in those jurisdictions, as well as non-deductible
expenses, such as share-based compensation, and changes in our valuation
allowance.

Income taxes as presented in our consolidated financial statements attribute
current and deferred income taxes of SAP to our standalone financial statements
in a manner that is systematic, rational and consistent with the asset and
liability method prescribed by FASB ASC Topic 740: Income Taxes, or ASC 740.
Accordingly, our income tax provision was prepared following the separate return
method prior to deconsolidation in October 2021 for U.S. federal income tax
purposes, and the separate return method continues to apply for other
jurisdictions where we file returns as part of a SAP Tax Group. The separate
return method applies ASC 740 to the standalone financial statements of each
member of the consolidated group as if the group members were a separate
taxpayer and a standalone enterprise. As a result of deconsolidation for U.S.
federal income tax purposes, our reported tax attributes in certain
jurisdictions were updated in 2021 to reflect the actual tax attributes
available for future use by the Qualtrics tax reporting entities that file
returns separate from a SAP Tax Group.

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Results of Operations



The following table sets forth our results of operations for the periods
presented:

                                              Three Months Ended June 30,                     Six Months Ended June 30,
                                                2022                  2021                    2022                    2021
                                                                             (In thousands)
Revenue:
Subscription                             $       300,578          $  204,538          $      581,386              $  391,434
Professional services and other                   55,787              44,807                 110,626                  96,554
Total revenue                                    356,365             249,345                 692,012                 487,988
Cost of revenue(1)(2):
Subscription                                      47,593              21,693                  92,367                  42,063
Professional services and other                   56,855              43,070                 111,348                  84,481
Total cost of revenue                            104,448              64,763                 203,715                 126,544
Gross profit                                     251,917             184,582                 488,297                 361,444
Operating expenses(1)(2):
Research and development                         116,156              79,871                 222,155                 142,677
Sales and marketing                              219,644             151,695                 437,974                 287,876
General and administrative                       188,085             226,685                 390,674                 401,134
Total operating expenses                         523,885             458,251               1,050,803                 831,687
Operating loss                                  (271,968)           (273,669)               (562,506)               (470,243)
Other non-operating income (expense),
net                                                  507              (1,191)                  1,181                  (2,931)
Loss before income taxes                        (271,461)           (274,860)               (561,325)               (473,174)
Provision for income taxes                         7,784             (11,373)                 10,245                  (9,833)
Net loss                                 $      (279,245)         $ (263,487)         $     (571,570)             $ (463,341)


________________

(1)Includes equity and cash settled stock-based compensation expense, including cash settled, as follows:


                                             Three Months Ended June 30,                   Six Months Ended June 30,
                                              2022                   2021                  2022                  2021
                                                                          (In thousands)
Cost of subscription revenue            $        4,334          $     3,382          $       8,878          $     6,006
Cost of professional services and other
revenue                                          8,243                6,754                 16,309               11,184
Research and development                        45,556               34,381                 86,831               55,713
Sales and marketing                             50,865               35,489                 99,918               58,266
General and administrative                     154,057              204,767                319,380              356,603



(2)Includes amortization of acquired intangible assets as follows:


                                                      Three Months Ended June 30,                     Six Months Ended June 30,
                                                        2022                   2021                   2022                   2021
                                                                                    (In thousands)
Cost of revenue                                 $           7,505          $      265          $         15,077          $      531
Sales and marketing                                            5,531                  51                    11,058                 102
General and administrative                                       320                  47                       638                  94


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The following table sets forth our results of operations for the periods presented as a percentage of our total revenue for those periods:



                                              Three Months Ended June 30,                     Six Months Ended June 30,
                                              2022                   2021                    2022                   2021
                                                                         (as a % of revenue)
Revenue:
Subscription                                       84                      82                     84                     80
Professional services and other                    16                      18                     16                     20
Total revenue                                     100  %                  100  %                 100  %                 100  %
Cost of revenue:
Subscription                                       13                       9                     13                      9
Professional services and other                    16                      17                     16                     17
Total cost of revenue                              29                      26                     29                     26
Gross profit                                       71                      74                     71                     74
Operating expenses:
Research and development                           33                      32                     32                     29
Sales and marketing                                62                      61                     63                     59
General and administrative                         53                      91                     56                     82
Total operating expenses                          148                     184                    151                    170
Operating loss                                    (77)                   (110)                   (80)                   (96)
Other non-operating income (expense),
net                                                 -                       -                      -                     (1)
Loss before income taxes                          (77)                   (110)                   (80)                   (97)
Provision for income taxes                          2                      (5)                     1                     (2)
Net loss                                          (79) %                 (105) %                 (81) %                 (95) %

Comparison of the three months ended June 30, 2022 and 2021



Revenue

                                            Three Months Ended June 30,
                                             2022                  2021              $ Change               % Change
                                                            (In thousands)
Subscription revenue                   $      300,578          $  204,538          $   96,040                        47  %
Professional services and other
revenue                                        55,787              44,807              10,980                        25  %
Total revenue                          $      356,365          $  249,345          $  107,020                        43  %


Subscription revenue increased by $96.0 million, or 47%, for the three months
ended June 30, 2022, as compared to the three months ended June 30, 2021. This
increase was due to increased demand for our solutions from new and existing
customers. Of the increase in subscription revenue for the three months ended
June 30, 2022, as compared to the three months ended June 30, 2021,
approximately $66.8 million was attributable to existing customers and
approximately $29.2 million was attributable to new customers. The increase in
revenue from existing customers was driven by upgrades of current subscription
solutions and the purchase of additional solutions within our XM Platform.
Pricing changes were not material to the increase in revenue. Professional
services and other revenue increased $11.0 million, or 25%, for the three months
ended June 30, 2022, as compared to the three months ended June 30, 2021. This
increase was due to an increase in revenue from large customers, who generally
require more services.

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Cost of revenue, gross profit, and gross margin



                                            Three Months Ended June 30,
                                             2022                  2021              $ Change               % Change
                                                            (In thousands)
Cost of subscription revenue           $      47,593           $   21,693          $   25,900                       119  %
Cost of professional services and
other revenue                                 56,855               43,070              13,785                        32  %
Total cost of revenue                        104,448               64,763              39,685                        61  %

Subscription gross profit                    252,985              182,845              70,140                        38  %
Professional services and other gross
(loss) profit                                 (1,068)               1,737              (2,805)                     (161) %
Total gross profit                     $     251,917           $  184,582          $   67,335                        36  %

Subscription gross margin                         84   %               89  %
Professional services and other gross
margin                                            (2)  %                4  %
Total gross margin                                71   %               74  %


Cost of subscription revenue increased $25.9 million, or 119%, for the three
months ended June 30, 2022, as compared to the three months ended June 30, 2021.
This increase was driven by a $9.8 million increase in employee-related costs
from headcount growth related to our recent acquisitions and hiring, a $7.2
million increase in amortization expense related to acquired intangible assets,
a $6.8 million increase in server costs, a $1.0 million increase in stock-based
compensation expense, and a $1.1 million increase in amortization of internal
use software. Cost of professional services and other revenue increased $13.8
million, or 32%, for the three months ended June 30, 2022, as compared to the
three months ended June 30, 2021. This increase was driven by a $6.4 million
increase in employee-related costs from headcount growth related to our recent
acquisitions and hiring, a $5.7 million increase in professional services vendor
costs, and a $1.5 million increase in stock-based compensation expense.

Our gross margins decreased from 74% during the three months ended June 30, 2021
to 71% during the three months ended June 30, 2022, due to a decrease in
subscription gross margins driven by an increase in amortization expense and
other expenses discussed above and a decrease in professional services and other
gross margins based on the changes discussed above. Our professional services
and other gross margins reflect our investment in certain of our professional
services and our partner ecosystem, which facilitate the adoption of our
subscription offerings and help us to secure subscription revenue contracts and
ensure our customers' success.

Operating Expenses

Research and development

                                  Three Months Ended June 30,
                                      2022                   2021        $ Change      % Change
                                               (In thousands)
Research and development   $       116,156                $ 79,871      $ 36,285           45  %


Research and development expenses increased $36.3 million, or 45%, for the three
months ended June 30, 2022, as compared to the three months ended June 30, 2021.
This increase was driven by a $24.3 million increase in employee-related costs
from headcount growth related to our recent acquisitions and hiring as we
continue to add to and enhance our products, an $11.2 million increase in
stock-based compensation expense, a $0.7 million increase in employer payroll
tax on employee stock transactions, and a $0.2 million increase in vendor costs.

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Sales and marketing

                              Three Months Ended June 30,
                                  2022                  2021         $ Change      % Change
                                            (In thousands)
Sales and marketing     $      219,644               $ 151,695      $ 67,949           45  %


Sales and marketing expenses increased $67.9 million, or 45%, for the three
months ended June 30, 2022, as compared to the three months ended June 30, 2021.
The increase in sales and marketing was driven by a $39.6 million increase in
employee-related costs from headcount growth related to our recent acquisitions
and hiring, a $15.4 million increase in stock-based compensation expense, a $5.5
million increase in amortization expense, a $5.0 million increase in
travel-related expenses, a $1.5 million increase in marketing spend, and a $1.0
million increase in employer payroll tax on employee stock transactions.

General and administrative



                                    Three Months Ended June 30,
                                        2022                  2021         

$ Change % Change


                                                  (In thousands)
General and administrative    $      188,085               $ 226,685      $ 

(38,600) (17) %




General and administrative expenses decreased $38.6 million, or 17%, for the
three months ended June 30, 2022, as compared to the three months ended June 30,
2021. The decrease in general and administrative expenses was driven by a $50.7
million decrease in stock-based compensation expense, offset by an $11.0 million
increase in employee-related costs from headcount growth related to our recent
acquisitions and hiring, and an $0.8 million increase in employer payroll tax on
employee stock transactions.

Other non-operating income (expense), net



Other non-operating income (expense), net increased $1.7 million for the three
months ended June 30, 2022, as compared to the three months ended June 30, 2021.
This increase was driven by a $5.0 million non-operating gain related to the
change in the fair value of our distribution liability related to our tax
sharing agreement with SAP, a decrease in interest expense, and changes in
foreign currency transactions gains and losses.

Provision (benefit) for income taxes



Provision (benefit) for income taxes increased $19.2 million for the three
months ended June 30, 2022, as compared to the three months ended June 30, 2021.
The change was primarily due to current tax expense forecasted in the U.S. and
the impact of valuation allowances recorded against our deferred tax assets for
the three months ended June 30, 2022, as well as the net benefit related to the
reversal of an uncertain tax liability and tax benefits related to the
finalization of tax returns in various foreign jurisdictions, both recorded as
discrete items in the three months ended June 30, 2021.

Our effective tax rate was (2.9)% for the three months ended June 30, 2022, as compared to 4.1% for the three months ended June 30, 2021.



The difference between the U.S. statutory rate of 21% and our effective tax
rate, on a loss before income taxes, is primarily driven by rate adjustments due
to foreign taxes, non-deductible share-based compensation, current tax expense
forecasted in the U.S., and the impact of valuation allowances recorded against
our deferred tax assets.

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Comparison of the six months ended June 30, 2022 and 2021



Revenue

                                             Six Months Ended June 30,
                                             2022                  2021              $ Change               % Change
                                                            (In thousands)
Subscription revenue                   $      581,386          $  391,434          $  189,952                        49  %
Professional services and other
revenue                                       110,626              96,554              14,072                        15  %
Total revenue                          $      692,012          $  487,988          $  204,024                        42  %


Subscription revenue increased by $190.0 million, or 49%, for the six months
ended June 30, 2022, as compared to the six months ended June 30, 2021. This
increase was due to increased demand for our solutions from new and existing
customers. Of the increase in subscription revenue for the six months ended June
30, 2022, as compared to the six months ended June 30, 2021, approximately
$138.0 million was attributable to existing customers and approximately $51.9
million was attributable to new customers. The increase in revenue from existing
customers was driven by upgrades of current subscription solutions and the
purchase of additional solutions within our XM Platform. Pricing changes were
not material to the increase in revenue. Professional services and other revenue
increased $14.1 million, or 15%, for the six months ended June 30, 2022, as
compared to the six months ended June 30, 2021. This increase was primarily due
to an increase in revenue from large customers, who generally require more
services.

Cost of revenue, gross profit, and gross margin



                                              Six Months Ended June 30,
                                             2022                     2021              $ Change               % Change
                                                              (In thousands)
Cost of subscription revenue           $     92,367               $   42,063          $   50,304                       120  %
Cost of professional services and
other revenue                               111,348                   84,481              26,867                        32  %
Total cost of revenue                       203,715                  126,544              77,171                        61  %

Subscription gross profit                   489,019                  349,371             139,648                        40  %
Professional services and other gross
(loss) profit                                  (722)                  12,073             (12,795)                     (106) %
Total gross profit                     $    488,297               $  361,444          $  126,853                        35  %

Subscription gross margin                        84   %                   89  %
Professional services and other gross
margin                                           (1)  %                   13  %
Total gross margin                               71   %                   74  %


Cost of subscription revenue increased $50.3 million, or 120%, for the six
months ended June 30, 2022, as compared to the six months ended June 30, 2021,
consistent with the increase in subscription revenue growth over the same
period. This increase was driven by a $18.3 million increase in employee-related
costs from headcount growth related to our recent acquisitions and hiring, a
$14.5 million increase in amortization expense, a $12.7 million increase in
server costs, a $2.9 million increase in stock-based compensation expense, and a
$1.6 million increase in amortization of internal use software. Cost of
professional services and other revenue increased $26.9 million, or 32%, for the
six months ended June 30, 2022, as compared to the six months ended June 30,
2021. This increase was driven by a $10.8 million increase in professional
services vendor costs, a $10.4 million increase in employee-related costs from
headcount growth related to our recent acquisitions and hiring, and a
$5.1 million increase in stock-based compensation expense.

                                       35

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Our gross margins decreased from 74% during the six months ended June 30, 2021
to 71% during the six months ended June 30, 2022, due primarily to a decrease in
subscription gross margins driven by an increase in amortization expense and
other expenses discussed above and a decrease in professional services and other
gross margins based on the changes discussed above. Our professional services
and other gross margins reflect our investment in certain of our professional
services and our partner ecosystem, which facilitate the adoption of our
subscription offerings and help us to secure subscription revenue contracts and
ensure our customers' success.

Operating Expenses

Research and development

                                 Six Months Ended June 30,
                                    2022                 2021         $ Change      % Change
                                              (In thousands)
Research and development   $      222,155             $ 142,677      $ 79,478           56  %


Research and development expenses increased $79.5 million, or 56%, for the six
months ended June 30, 2022, as compared to the six months ended June 30, 2021.
This increase was driven by a $42.2 million increase in employee-related costs
from headcount growth related to our recent acquisitions and hiring as we
continue to add to and enhance our products, a $31.1 million increase in
stock-based compensation expense, a $3.9 million increase in employer payroll
tax on employee stock transactions, and a $2.4 million increase in outside
vendor costs.

Sales and marketing

                              Six Months Ended June 30,
                                 2022                 2021         $ Change       % Change
                                           (In thousands)
Sales and marketing     $      437,974             $ 287,876      $ 150,098           52  %


Sales and marketing expenses increased $150.1 million, or 52%, for the six
months ended June 30, 2022, as compared to the six months ended June 30, 2021.
The increase in sales and marketing was driven by an $80.8 million increase in
employee-related costs from headcount growth related to our recent acquisitions
and hiring, a $41.7 million increase in stock-based compensation expense, an
$11.0 million increase in amortization expense, a $9.4 million increase in
travel-related expenses, a $4.1 million increase in marketing spend, and a $3.1
million increase in employer payroll tax on employee stock transactions.

General and administrative



                                    Six Months Ended June 30,
                                       2022                 2021         $ 

Change % Change


                                                 (In thousands)
General and administrative    $      390,674             $ 401,134      $ 

(10,460) (3) %




General and administrative expenses decreased $10.5 million, or 3%, for the six
months ended June 30, 2022, as compared to the six months ended June 30, 2021.
The decrease in general and administrative expenses was driven by a
$37.2 million decrease in stock-based compensation expense, offset by an $18.5
million increase in employee-related costs from headcount growth related to our
recent acquisitions and hiring, and a $6.8 million increase in employer payroll
tax on employee stock transactions.

Other non-operating income (expense), net



Other non-operating income (expense), net increased $4.1 million for the six
months ended June 30, 2022, as compared to the six months ended June 30, 2021.
This increase was driven by a $6.5 million non-operating gain related to the
change in the fair value of our distribution liability related to our tax
sharing agreement with SAP, a decrease in interest expense, and changes in
foreign currency transactions gains and losses.

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Provision (benefit) for income taxes



Provision (benefit) for income taxes increased $20.1 million for the six months
ended June 30, 2022, as compared to the six months ended June 30, 2021, and our
effective tax rate was (1.8)% for the six months ended June 30, 2022, as
compared to 2.1% for the six months ended June 30, 2021. The change was
primarily due to current tax expense forecasted in the U.S., and the impact of
valuation allowances recorded against our deferred tax assets for the six months
ended June 30, 2022, as well as the net benefit related to the reversal of an
uncertain tax liability and tax benefits related to the finalization of tax
returns in various foreign jurisdictions, both recorded during the six months
ended June 30, 2021.

Liquidity and Capital Resources



As of June 30, 2022, we had cash and cash equivalents of $786.6 million. Our
cash and cash equivalents consist primarily of cash and money market funds. As
of June 30, 2022, we had $21.6 million of our cash and cash equivalents held by
our foreign subsidiaries.

We have financed our operations primarily through cash generated from our
operations, equity issuances, and proceeds from capital contributions received
from SAP in conjunction with the SAP Acquisition and funding of cash settled
stock-based compensation expense. Our principal uses of cash in recent periods
have been funding our operations, making capital expenditures, and settling
stock-based awards and related tax obligations.

We believe our existing cash and cash equivalents, together with cash provided
by operations, will be sufficient to meet our needs for at least the next 12
months. Our future capital requirements will depend on many factors, including
our revenue growth rate, subscription renewal activity, the timing and extent of
spending to support further infrastructure development and research and
development efforts, the timing and extent of additional capital expenditures to
invest in existing and new office spaces, the satisfaction of tax withholding
obligations related to the vesting of share-based awards, the settlement of
liabilities related to the tax sharing agreement with SAP, the expansion of
sales and marketing and international operation activities, the introduction of
new product capabilities and enhancement of our XM Platform, and the continuing
market acceptance of our XM Platform. We may in the future enter into
arrangements to acquire or invest in complementary businesses, services, and
technologies, including intellectual property rights. We may be required to seek
additional equity or debt financing. In the event that additional financing is
required from outside sources, we may not be able to raise it on terms
acceptable to us or at all. If we are unable to raise additional capital when
desired, our business, results of operations, and financial condition would be
materially and adversely affected.

Our cash flow activities were as follows for the periods presented:

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