The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with our condensed consolidated
financial statements and related notes appearing elsewhere in this Quarterly
Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended
December 31, 2021, filed with the SEC on February 15, 2022. As discussed in the
section titled "Special Note Regarding Forward-Looking Statements," the
following discussion and analysis contains forward-looking statements that
involve risks and uncertainties, as well as assumptions that, if they never
materialize or prove incorrect, could cause our results to differ materially
from those expressed or implied by such forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
impacts on our business and general economic conditions due to the current
COVID-19 pandemic, those identified below, and those discussed in the section
titled "Risk Factors" included under Part II, Item 1A below.

                                    Overview

We are a software development company that provides software as a service
solutions that are intended to help organizations and their customers build
better experiences. Our customer experience solutions are built upon a modern
architecture that enables us and our customers to rapidly innovate, adapt our
technology in novel ways, and easily integrate with other products and
applications. With our origins in customer service, we have evolved our
offerings over time to product and platform solutions that work together to help
organizations understand the broader customer journey, improve communications
across all channels, and engage where and when it's needed most.

We believe in developing solutions that serve organizations of all sizes and
across all industries. Our flagship product solution, Zendesk Support, provides
organizations with the ability to track, prioritize, and solve customer support
tickets across multiple channels, bringing customer information and interactions
into one place. Our other widely available product solutions integrate with
Support and include Zendesk Chat, Zendesk Talk, and Zendesk Guide. Chat is live
chat and messaging software that provides a fast and responsive way for
organizations to connect with their customers. Talk is cloud-based call center
software that facilitates personal and productive voice and short message
service support conversations between organizations and their customers. Guide
is a self-service destination that organizations can use to provide articles,
interactive forums, and a community that help an organization's customers help
themselves.

We additionally offer Zendesk Sell, sales customer relationship management
software that complements our mission in delivering solutions that provide a
better customer experience, Zendesk Explore, a solution to provide analytics for
organizations to measure and improve the entire customer experience, Zendesk
Gather, a product solution that enables companies to provide trusted and
transparent support to customers through online community forums, Zendesk
Sunshine, a customer relationship management platform which enables
organizations to connect and integrate customer data generated through our
product solutions, and Zendesk Sunshine Conversations, a messaging platform
solution that allows businesses to integrate messaging through social channels
and directly interact and transact with customers. For a service solution which
provides Support, Chat, Talk, Guide, Gather, Explore, and Sunshine together, we
offer the Zendesk Suite.

We offer a range of subscription account plans for our solutions that vary in
price based on functionality, type, and the amount of product support we offer.
We also offer a range of additional features that customers can purchase and add
to their subscriptions.

For the three months ended March 31, 2022 and 2021, our revenue was $388 million
and $298 million, respectively, representing a 30% growth rate. For the three
months ended March 31, 2022 and 2021, we derived $191 million, or 49%, and $145
million, or 49%, respectively, of our revenue from customers located outside of
the United States. We expect that the rate of growth in our revenue will decline
as our business scales, even if our revenue continues to grow in absolute terms.
For the three months ended March 31, 2022 and 2021, we generated net losses of
$67 million and $49 million, respectively.
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The growth of our business and our future success depend on many factors,
including our ability to continue to innovate, further develop our product and
platform solutions geared towards the entire customer experience, build brand
recognition and scalable solutions for larger organizations, sell to and provide
a unified and reliable service to those larger organizations, maintain our
leadership in the small and midsized business market, add new customers,
generate additional revenue from our existing customer base, and increase our
global customer footprint. While these areas represent significant opportunities
for us, we also face significant risks and challenges that we must successfully
address in order to sustain the growth of our business and improve our operating
results. We anticipate that we will continue to invest in our operations. The
expected expenditures that we anticipate will be necessary to manage our
anticipated growth, including personnel costs, expenditures relating to hosting
capabilities, leasehold improvements, and related fixed assets, will make it
more difficult for us to achieve profitability in the near term. Many of these
investments will occur in advance of us experiencing any direct benefit and will
make it difficult to determine if we are allocating our resources efficiently.

We have focused on rapidly growing our business and plan to continue to invest
for long-term growth. We expect to continue to develop our hosting capabilities
primarily through expenditures for third-party managed hosting services. The
amount and timing of these expenditures will vary based on our estimates of
projected growth and planned use of hosting resources. Over time, we anticipate
that we will continue to gain economies of scale by efficiently utilizing our
hosting and personnel resources to support the growth in our number of
customers. In addition, we expect to incur third-party license fees to support
certain products and amortization expense associated with acquired intangible
assets and capitalized internal-use software. As a result, we expect our gross
margin to improve in the long-term, although our gross margin may decrease in
the near-term and may vary from period to period as our revenue fluctuates and
as a result of the timing and amount of such costs.

We expect our operating expenses to continue to increase in absolute dollars in
future periods. We have invested, and expect to continue to invest, in our
software development efforts to broaden the functionality of our existing
solutions, to further integrate these solutions and services, and to introduce
new solutions. We plan to continue to invest in our sales and marketing
organizations, particularly in connection with our efforts to expand our
customer base and expand usage of our solutions. We also expect to continue to
incur additional general and administrative costs in order to support the growth
of our business and the infrastructure required to comply with our obligations
as a public company.

                                COVID-19 Update

We are continuing to ascertain the long-term impact of the COVID-19 pandemic on
our business. We continue to focus on supporting our employees, customers, and
community.

Our business continuity plans have continued to focus on the health and safety
of our employees while continuing to drive innovation in customer experience
solutions for our customers. The ongoing global shift to a digital-first world
has continued to emphasize the importance of fast time-to-value solutions such
as our own and our need to reimagine the way our employees engage with each
other and their customers. We continue to evaluate conditions in each region we
operate and reassess local restrictions across the globe. We have reopened some
of our offices on a staggered, region-to-region basis in accordance with local
authority guidelines, while taking into account vaccine administration
prevalence and infection rates.

Because we primarily have a subscription-based business model which generally
results in recognition of revenue in subsequent periods originating from
customer contracts executed in prior periods, the effects of the COVID-19
pandemic may continue to have a delayed impact on our results of operations. See
the "Risk Factors" section for further discussion of the possible impact of the
COVID-19 pandemic on our business.

                              Key Business Metrics

We review a number of operating 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.

Logos. Our number of logos is a consolidation of paid customer accounts across
our solutions, exclusive of our legacy Starter plan, free trials, or other free
services, as of the end of the period. A paid customer account is one individual
billing relationship for subscription to our services. We calculate our logo
number by consolidating paid customer accounts that share common corporate
information as a single organization or customer may have multiple paid customer
accounts across our solutions to service separate subsidiaries, divisions, or
work processes. As of March 31, 2022, we had 110,300 logos. We do not currently
include in our logo metric logos associated with our legacy analytics product,
our legacy Outbound product, our legacy Starter plan, our Sell product, Sunshine
Conversations, our legacy Smooch product, free trials, or other free services.
We
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may from time to time refer to "customers" or "brands" in our publicly-available disclosures, each of which refers to our number of logos.



Dollar-Based Net Expansion Rate.  Our ability to generate revenue is dependent
upon our ability to maintain our relationships with our customers and to
increase their utilization of our solutions. We believe we can achieve this by
focusing on delivering value and functionality that retains our existing
customers, expands the number of authorized agents associated with an existing
logo, and results in upgrades to higher-priced subscription plans and the
purchase of additional products. Maintaining customer relationships allows us to
sustain and increase revenue to the extent customers maintain or increase the
number of authorized agents licensed to use our products. We assess our
performance in this area by measuring our dollar-based net expansion rate. Our
dollar-based net expansion rate provides a measurement of our ability to
increase revenue across our existing customer base through expansion of
authorized agents associated with a logo, upgrades in subscription plans, and
the purchase of additional products as offset by contraction and churn in
authorized agents associated with a logo, and downgrades in subscription plans.
We do not currently incorporate operating metrics associated with our legacy
analytics product, our legacy Outbound product, our legacy Starter plan, our
Sell product, Sunshine Conversations, our legacy Smooch product, free trials, or
other free services into our measurement of dollar-based net expansion rate.

Our dollar-based net expansion rate is based upon our annual recurring revenue
for a set of logos on our products. Annual recurring revenue is determined by
multiplying monthly recurring revenue by 12. Monthly recurring revenue is a
legal and contractual determination made by assessing the contractual terms, as
of the date of determination, as to the revenue we expect to generate in the
next monthly period, assuming no changes to the subscription and without taking
into account any usage above the subscription base, if any, that may be
applicable to such subscription. We exclude the impact of revenue that we expect
to generate from fixed-term contracts that are each associated with an existing
account, are solely for additional temporary agents, and are not contemplated to
last for the duration of the primary contract for the existing account from our
determination of monthly recurring revenue. We additionally exclude the impact
of accounts that are free-trial accounts that did not result in paid
subscriptions, and temporary coupons, such as short-term discounts that were
applied to certain accounts due to the COVID-19 pandemic, from our annual
recurring revenue. Monthly recurring revenue is not determined by reference to
historical revenue, deferred revenue, or any other United States generally
accepted accounting principles, or GAAP, financial measure over any period.

We calculate our dollar-based net expansion rate by dividing our retained
revenue net of contraction and churn by our base revenue. We define our base
revenue as the aggregate annual recurring revenue across our products from logos
as of the date one year prior to the date of calculation. We define our retained
revenue net of contraction and churn as the aggregate annual recurring revenue
across our products from the same customer base included in our measure of base
revenue at the end of the annual period being measured.

Our dollar-based net expansion rate was 121% as of March 31, 2022. We expect
that, among other factors, our continued focus on adding larger logos at the
time of addition and the growth in our revenue will result in an overall decline
in our dollar-based net expansion rate over time as our aggregate annual
recurring revenue grows.

                      Components of Results of Operations

Revenue



We derive substantially all of our revenue from subscription services, which are
comprised of subscription fees from customer accounts on Support and, to a
lesser extent, Chat, Talk, Guide, Sell, Explore, Gather and Sunshine and
includes related support services. We also derive revenue from Zendesk Suite,
which provides a subset of these solutions for a single price. Each subscription
may have multiple authorized users, and we refer to each user as an "agent." The
number of agents ranges from one to thousands for various customer accounts. Our
pricing is generally established on a per agent basis. We offer a range of
subscription account plans for our solutions that vary in price based on
functionality, type, and the amount of support we offer. We also offer a range
of additional features that customers can purchase and add to their
subscriptions. Certain arrangements provide for incremental fees above a fixed
maximum number of monthly agents during the subscription term. Additionally,
certain customers have arrangements that provide for unlimited users during the
subscription term for a fixed fee. We sell subscription services under
contractual agreements that vary in length, ranging between one month and
multiple years, with the majority of subscriptions having a term of either one
month or one year.

Subscription fees are generally non-refundable regardless of the actual use of
the service. Subscription revenue is typically affected by the number of
customer accounts, number of agents, and the type of plan purchased by our
customers, and is recognized ratably over the term of the arrangement beginning
on the date that our services are made available to our customers. Subscription
services purchased online are typically paid for via a credit card on the date
of purchase while
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subscription services purchased through our internal sales organization are
generally billed with monthly, quarterly, or annual payment frequencies. Due to
our mixed contract lengths and billing frequencies, the annualized value of the
arrangements we enter into with our customers may not be fully reflected in
deferred revenue at any single point in time. Accordingly, we do not believe
that the change in deferred revenue for any period provides sufficient context
to accurately predict our future revenue for a given period of time.

We also derive revenue from implementation and training services, for which we
recognize revenue based on proportional performance, and Talk usage, for which
we recognize revenue based on usage.

Cost of Revenue, Gross Margin, and Operating Expenses



Cost of Revenue. Cost of revenue consists primarily of personnel costs
(primarily including salaries, share-based compensation, and benefits) for
employees associated with our infrastructure, product support, and professional
service organizations, and expenses for hosting capabilities, primarily for
third-party managed hosting services located in North America, Europe, Asia and
Australia. Cost of revenue also includes third-party license fees, payment
processing fees, amortization expense associated with acquired intangible
assets, amortization expense associated with capitalized internal-use software,
and allocated shared costs. We allocate shared costs such as facilities,
information technology, and security costs to all departments based on
headcount. As such, allocated shared costs are reflected in cost of revenue and
each operating expense category.

We intend to continue to invest additional resources in our infrastructure,
professional service organizations, and product support organically and through
acquisitions. We expect that recent and future business acquisitions will result
in increased amortization expense of intangible assets such as acquired
technology. As we continue to invest in technology innovation, we expect to
continue to incur capitalized internal-use software costs and related
amortization. We expect these investments in technology to not only expand the
capabilities of our solutions but also to increase the efficiency of how we
deliver these services, enabling us to improve our gross margin over time,
although our gross margin may decrease in the near-term and may vary from period
to period as our revenue fluctuates and as a result of the timing and amount of
these investments. To the extent that we continue to rely on third-party
technology to provide certain functionality within our solutions or for certain
subscription plans or integrations, we expect third-party license fees for
technology that is incorporated in such solutions and subscription plans to
remain significant over time.

Gross Margin. Gross margin is gross profit expressed as a percentage of revenue.
Our gross margin may fluctuate from period to period as our revenue fluctuates
and as a result of the timing and amount of usage of third-party managed hosting
resources, investments to expand our product support and professional services
teams, investments in additional personnel, increased share-based compensation
expense, as well as the amortization of certain acquired intangible assets,
costs associated with capitalized internal-use software, and third-party license
fees.

Research and Development. Research and development expenses consist primarily of
personnel costs (primarily including salaries, share-based compensation, and
benefits) for employees associated with our research and development
organization and allocated shared costs.

We focus our research and development efforts on the continued development of
our solutions, including the development and deployment of new features and
functionality and enhancements to our software architecture and integration
across our solutions. We expect that, in the future, research and development
expenses will increase in absolute dollars. However, we expect our research and
development expenses to decrease modestly as a percentage of our revenue in the
long-term, although this may fluctuate from period to period depending on
fluctuations in revenue and the timing and the extent of our research and
development expenses.

Sales and Marketing. Sales and marketing expenses consist of personnel costs
(primarily including salaries, share-based compensation, sales commissions, and
benefits) for employees associated with our sales and marketing organizations,
costs of marketing activities, and allocated shared costs. Marketing activities
include online and offline marketing initiatives, including digital advertising,
such as search engine, paid social, e-mail and product marketing, content
marketing, user events, conferences, corporate communications, web marketing and
optimization, and outbound list and contact generation. Sales commissions are
considered incremental costs of obtaining customer contracts and are capitalized
and amortized on a straight-line basis over their anticipated period of benefit,
which we have determined to be three years.
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We focus our sales and marketing efforts on generating awareness of our
solutions, establishing and promoting our brand, and cultivating a community of
successful and vocal customers. We plan to continue investing in sales and
marketing by increasing the number of sales employees, developing our marketing
teams, improving our demand generation strategies, and building brand awareness,
which we believe will enable us to add new customers and increase penetration
within our existing customer base. Because we do not have a long history of
undertaking or growing many of these activities, we cannot predict whether, or
to what extent, our revenue will increase as we invest in these strategies. We
expect our sales and marketing expenses to continue to increase in absolute
dollars and continue to be our largest operating expense category for the
foreseeable future. Our sales and marketing expenses as a percentage of our
revenue over time may fluctuate from period to period depending on fluctuations
in revenue and the timing and extent of our sales and marketing expenses.

General and Administrative. General and administrative expenses consist
primarily of personnel costs (primarily including salaries, share-based
compensation, and benefits) for our executive, finance, legal, human resources,
and other administrative employees. In addition, general and administrative
expenses include fees for third-party professional services, including legal,
accounting, and tax related services, allowance for credit losses on accounts
receivable, other corporate expenses, and allocated shared costs.

We expect to incur incremental costs associated with supporting the growth of
our business, both in terms of size and geographic expansion. As a result, we
expect our general and administrative expenses to continue to increase in
absolute dollars for the foreseeable future. Our general and administrative
expenses as a percentage of our revenue over time may fluctuate from period to
period depending on fluctuations in revenue and the timing and extent of our
general and administrative expenses.

Other Income (Expense), Net



Other income (expense), net consists primarily of interest income from
marketable securities, strategic investment gains and losses, foreign currency
gains and losses, and interest expense from our convertible senior notes.
Interest expense includes amortization of the debt discount, amortization of
issuance costs, and contractual interest expense.

Provision for (Benefit from) Income Taxes

Provision for (benefit from) income taxes consists of federal and state income taxes in the United States and income taxes in certain foreign jurisdictions.


                             Results of Operations

The following tables set forth our results of operations for the periods
presented in dollars and as a percentage of our revenue (in thousands, except
percentages):


                                                     Three Months Ended March 31,
                                                         2022                   2021
   Revenue                                    $       388,327                $ 298,048
   Cost of revenue (1)                                 75,678                   60,894
   Gross profit                                       312,649                  237,154

Operating expenses (1):


   Research and development                           108,077               

73,783


   Sales and marketing                                201,660               

157,518


   General and administrative                          63,538                   43,133
   Total operating expenses                           373,275                  274,434
   Operating loss                                     (60,626)                 (37,280)

Other income (expense), net:



   Interest expense                                    (3,121)              

(14,415)



   Interest and other income (expense), net               838               

5,084


   Total other income (expense), net                   (2,283)              

(9,331)


   Loss before provision for income taxes             (62,909)                 (46,611)
   Provision for income taxes                           4,037                    2,354
   Net loss                                   $       (66,946)               $ (48,965)


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(1) Includes share-based compensation expense as follows (in thousands):




                                             Three Months Ended March 31,
                                                   2022                   2021
         Cost of revenue              $        6,177                    $ 4,486
         Research and development             19,287                     15,673
         Sales and marketing                  26,800                     23,232
         General and administrative           11,674                      8,983




                                                     Three Months Ended March 31,
                                                          2022                   2021
   Revenue                                                         100.0  %     100.0  %
   Cost of revenue (1)                                              19.5         20.4
   Gross profit                                                     80.5         79.6
   Operating expenses (1):
   Research and development                                         27.8         24.8
   Sales and marketing                                              51.9         52.8
   General and administrative                                       16.4         14.5
   Total operating expenses                                         96.1         92.1
   Operating loss                                                  (15.6)       (12.5)
   Other income (expense), net:

   Interest expense                                                 (0.8)        (4.8)

   Interest and other income (expense), net                          0.2          1.7
   Total other income (expense), net                                (0.6)        (3.1)
   Loss before provision for income taxes                          (16.2)       (15.6)
   Provision for income taxes                                        1.0          0.8
   Net loss                                                        (17.2) %     (16.4) %


(1) Includes share-based compensation expense as follows:




                                              Three Months Ended March 31,
                                                    2022                  2021
           Cost of revenue                                     1.6  %     1.5  %
           Research and development                            5.0        5.3
           Sales and marketing                                 6.9        7.8
           General and administrative                          3.0        3.0


Revenue


                                Three Months Ended March 31,
                                    2022                   2021         % Change
                                    (In thousands, except percentages)
               Revenue   $       388,327                $ 298,048           30  %


Revenue increased $90 million, or 30%, in the three months ended March 31, 2022
compared to the same period in 2021. The total increase in revenue was primarily
attributable to expansions from existing accounts as of March 31, 2021 and the
remainder was attributable to revenue from new accounts acquired thereafter.
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Cost of Revenue and Gross Margin




                                    Three Months Ended March 31,
                                   2022                        2021         % Change
                                        (In thousands, except percentages)
           Cost of revenue   $      75,678                  $ 60,894            24  %
           Gross margin               80.5   %                  79.6  %


Cost of revenue increased $15 million, or 24%, in the three months ended
March 31, 2022 compared to the same period in 2021. The overall increase was
primarily due to higher employee compensation costs of $10 million, driven by
headcount growth, and higher allocated shared costs of $1 million. Additionally,
in the three months ended March 31, 2022, hosting and related costs and
third-party license fees increased by $2 million, driven by increased customer
usage.

Our gross margin increased by 0.9 percentage points in the three months ended
March 31, 2022 compared to the same period in 2021. The overall improvement was
driven primarily by efficiencies in our use of third-party licenses and hosting
services, including timing of vendor credits, partially offset by increased
employee compensation-related costs.

Operating Expenses

Research and Development Expenses




                                        Three Months Ended March 31,
                                             2022                    2021        % Change
                                            (In thousands, except percentages)

      Research and development   $        108,077                 $ 73,783

46 %




Research and development expenses increased $34 million, or 46%, in the three
months ended March 31, 2022 compared to the same period in 2021. The overall
increase was primarily due to increased employee compensation-related costs of
$26 million, driven by headcount growth. The increase was also driven by higher
allocated shared costs of $4 million.

Sales and Marketing Expenses


                                      Three Months Ended March 31,
                                          2022                   2021         % Change
                                          (In thousands, except percentages)
         Sales and marketing   $       201,660                $ 157,518           28  %


Sales and marketing expenses increased $44 million, or 28%, in the three months
ended March 31, 2022 compared to the same period in 2021. The overall increase
was primarily due to increased employee compensation-related costs, including
amortization of deferred commissions, of $35 million, driven by headcount
growth. The increase was also driven by higher allocated shared costs of $5
million.

General and Administrative Expenses




                                         Three Months Ended March 31,
                                              2022                    2021        % Change
                                             (In thousands, except percentages)

     General and administrative   $        63,538                  $ 43,133

47 %




General and administrative expenses increased $20 million, or 47%, in the three
months ended March 31, 2022 compared to the same period in 2021. The overall
increase was primarily due to increased employee compensation-related costs of
$18 million, due to headcount growth, and higher allocated shared costs of $1
million.
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Other Income (Expense), Net

                                                              Three Months Ended March 31,
                                                                2022                  2021               % Change
                                                                       (In

thousands, except percentages)



Interest expense                                          $       (3,121)         $ (14,415)                    (78) %

Interest and other income (expense), net                             838              5,084                     (84) %



Interest expense decreased by $11 million in the three months ended March 31,
2022 compared to the same period in 2021, primarily due to the adoption of ASU
2020-06, which resulted in the elimination of the debt discounts that were
amortized to interest expense over the contractual term of the related
convertible senior notes prior to January 1, 2022. Interest and other income
(expense), net decreased by $4 million in the three months ended March 31, 2022
compared to the same period in 2021, primarily due to net foreign currency
losses.

                        Liquidity and Capital Resources

As of March 31, 2022, our principal sources of liquidity were cash, cash
equivalents, and marketable securities totaling $1.6 billion, which were held
for working capital and general corporate purposes. Our cash equivalents and
marketable securities are comprised of U.S. Treasury securities, corporate
bonds, money market funds, asset-backed securities, agency securities,
commercial paper, certificates of deposit, and time deposits.

The following table summarizes our cash flows for the periods indicated (in
thousands):


                                                   Three Months Ended March 31,
                                                        2022                    2021
Net cash provided by operating activities   $        11,212                  $ 33,595
Net cash used in investing activities               (18,568)                

(77,676)


Net cash provided by financing activities            26,949                 

16,315





To date, we have financed our operations primarily through customer payments for
subscription services, the issuance of our convertible senior notes, and public
and private equity financings. Cash from operations could also be affected by
various risks and uncertainties, including, but not limited to, the effects of
the COVID-19 pandemic, including timing of cash collections from our customers,
and other risks detailed in the "Risk Factors" section. However, based on our
current business plan and revenue prospects, we believe that our existing cash,
cash equivalents, and marketable securities balances, together with cash
generated from operations, will be sufficient to meet our working capital and
capital expenditure requirements for at least the next 12 months.

In March 2018, we issued $575 million aggregate principal amount of 0.25%
convertible senior notes due March 15, 2023 (refer to Note 8 of the Notes to our
Condensed Consolidated Financial Statements for more information). As of the
date of this filing, we have received one request for conversion for an
immaterial amount. The 2023 Notes are convertible during the three months
ending June 30, 2022.

In June 2020, we issued $1,150 million aggregate principal amount of 0.625%
convertible senior notes due June 15, 2025 (refer to Note 8 of the Notes to our
Condensed Consolidated Financial Statements for more information). In connection
with the offering of the 2025 Notes, we used $618 million of the proceeds from
the offering to repurchase a portion of the 2023 Notes, of which $39 million was
related to repayment of the debt discount and was reflected as a cash outflow
from operating activities. We also terminated a portion of our existing capped
call in amounts corresponding to the principal of the 2023 Notes repurchased.
The 2025 Notes are not convertible during the three months ending June 30, 2022.

We are in compliance with all covenants under both the 2023 Notes and the 2025 Notes as of March 31, 2022.



The impact of the 2023 Notes and the 2025 Notes on our liquidity will depend on
whether we elect to settle any conversions in shares of our common stock or a
combination of cash and shares.
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Our material cash requirements from known contractual and other obligations
consist of our convertible senior notes, obligations under operating leases for
office space, and contractual commitments for third-party managed hosting and
other support services. For more information regarding our convertible senior
notes, refer to Note 8 of the Notes to our Condensed Consolidated Financial
Statements. For more information regarding our lease obligations, refer to Note
6 of the Notes to our Condensed Consolidated Financial Statements. Our other
contractual obligations consist primarily of purchase commitments for
third-party managed hosting services. Except as discussed below, there were no
material changes to our material cash requirements from known contractual and
other obligations from those disclosed in our audited consolidated financial
statements for the year ended December 31, 2021.

In February 2022, we terminated and entered into a new agreement with a cloud
services provider for which we have a total obligation of $400 million over a
five-year period.

Our future capital requirements will depend on many factors, including
employee-related expenditures from expansion of our headcount, hosting costs to
support the growth in our customer accounts and continued customer expansion,
the timing and extent of spending to support product development efforts, the
introduction of new and enhanced solutions, features, and functionality, the
expansion of sales and marketing activities, and costs related to building out
our leased office facilities. We may in the future enter into arrangements to
acquire or invest in complementary businesses, services, and technologies, and
intellectual property rights. We may be required to seek additional equity or
debt financing in order to meet these future capital requirements. 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 adversely affected.

Operating Activities

Our largest source of operating cash inflows is cash collections from our customers. Our primary uses of cash from operating activities are for employee-related expenditures, hosting costs, office facilities, and marketing programs.



Net cash provided by operating activities in the three months ended March 31,
2022 was $11 million, reflecting our net loss of $67 million, adjusted by
non-cash charges including share-based compensation expense of $64 million,
amortization of deferred costs of $20 million, depreciation and amortization of
$10 million, allowance for credit losses on accounts receivable of $2 million,
and amortization of debt issuance costs of $1 million, partially offset by net
changes in operating assets and liabilities of $23 million. The net outflow from
changes in operating assets and liabilities was primarily attributable to an
increase in deferred costs of $27 million, primarily including sales
commissions, a decrease in accrued compensation and related benefits of $23
million, a decrease in accounts payable of $18 million due to timing of vendor
payments, and an increase in prepaid expenses and other current assets of $13
million, partially offset by a decrease in accounts receivable of $48 million
due to timing of customer billings and collections and an increase in deferred
revenue of $8 million.

Net cash provided by operating activities in the three months ended March 31,
2021 was $34 million, reflecting our net loss of $49 million, adjusted by
non-cash charges including share-based compensation expense of $52 million,
depreciation and amortization of $10 million, amortization of deferred costs of
$15 million, amortization of debt discount and issuance costs of $13 million,
and allowance for credit losses on accounts receivable of $3 million, partially
offset by net changes in operating assets and liabilities of $9 million. The net
outflow from changes in operating assets and liabilities was primarily
attributable to an increase in deferred costs of $21 million, primarily
including sales commissions, and a decrease in accrued compensation and benefits
of $20 million, partially offset by an increase in deferred revenue of $13
million, a decrease in accounts receivable of $16 million due to timing of
customer billings and collections, and an increase in accounts payable of $6
million due to timing of payments.

Investing Activities



Net cash used in investing activities in the three months ended March 31, 2022
of $19 million was primarily attributable to purchases of marketable securities
of $8 million, net of sales and maturities, purchases of property and equipment
of $7 million, primarily for employee equipment and leasehold improvements for
newly leased office facilities, and capitalized internal-use software costs of
$3 million, primarily related to the development of additional features and
functionality for our platform.

Net cash used in investing activities in the three months ended March 31, 2021
of $78 million was primarily attributable to purchases of marketable securities
of $70 million, net of sales and maturities, purchases of property and equipment
of $3 million, primarily for employee equipment, and capitalized internal-use
software costs of $4 million related to the development of additional features
and functionality for our platform.
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Financing Activities



Net cash provided by financing activities in the three months ended March 31,
2022 of $27 million was primarily attributable to proceeds from our employee
stock purchase plan of $18 million and proceeds from exercises of employee stock
options of $11 million, partially offset by payments for withholding taxes
related to net share settlement of RSUs of $2 million.

Net cash provided by financing activities in the three months ended March 31,
2021 of $16 million was primarily attributable to proceeds from our employee
stock purchase plan of $15 million and proceeds from exercises of employee stock
options of $4 million, partially offset by payments for withholding taxes
related to net share settlement of RSUs of $3 million.

                   Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in accordance with
GAAP. In the preparation of these condensed consolidated financial statements,
we are required to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenue, costs and expenses, and related
disclosures. To the extent that there are material differences between these
estimates and actual results, our financial condition or results of operations
would be affected. We base our estimates on past experience and other
assumptions that we believe are reasonable under the circumstances, and we
evaluate these estimates on an ongoing basis. We refer to accounting estimates
of this type as critical accounting policies and estimates.

There were no changes to our critical accounting policies described in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on February 15, 2022, that had a material impact on our condensed consolidated financial statements and related notes.

Recently Issued and Adopted Accounting Pronouncements

Refer to Note 1 of the Notes to our Condensed Consolidated Financial Statements for a summary of recently issued and adopted accounting pronouncements.

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