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You should read the following discussion and analysis of our financial condition
and results of operations together with the unaudited condensed consolidated
financial statements and related notes included elsewhere in this Quarterly
Report on Form 10-Q. This discussion contains forward-looking statements based
upon current expectations that involve risks and uncertainties. Our actual
results may differ materially from those anticipated in these forward-looking
statements as a result of various factors, including those discussed in the
section titled "Risk Factors" and in other parts of this Quarterly Report on
Form 10-Q.

Overview

Our mission is to make video communications frictionless and secure.



Zoom enables people to connect to others, share ideas, make plans, and build
toward a future limited only by their imagination. Our frictionless
communications platform started with video as its foundation, and we have set
the standard for innovation ever since. We connect people through our core
unified communications offering, which frictionlessly brings together phone,
chat, video, whiteboarding, and webinars, and enables meaningful experiences
across disparate devices and locations. Our Developer Platform enables
customers, developers, and service providers to easily build apps and
integrations on top of Zoom's industry-leading video communications platform,
with opportunities for global discovery and distribution. Our virtual and hybrid
event solutions allow users to seamlessly create and manage engaging events. Our
Contact Center is an omnichannel contact center solution that is optimized for
video and integrated right into the Zoom client.

We believe that face-to-face communications build greater empathy and trust. We
strive to live up to the trust our customers place in us by delivering a
communications solution while prioritizing their privacy and security. Our 27
co-located data centers worldwide and the public cloud in conjunction with our
proprietary adaptive rate codec enable us to provide both high-quality and
high-definition, real-time video to our customers even in low-bandwidth
environments.

We generate revenue from the sale of subscriptions to our unified communications
platform. Subscription revenue is driven primarily by the number of paid hosts
as well as purchases of additional products, including Rooms, Webinars, Phone,
Events, Contact Center, and Hardware-as-a-Service ("HaaS") for rooms and phones.
A host is any user of our unified communications platform who initiates a Zoom
Meeting and invites one or more participants to join that meeting. We refer to
hosts who subscribe to a paid Zoom Meeting plan as "paid hosts." We define a
customer as a separate and distinct buying entity, which can be a single paid
user or host or an organization of any size (including a distinct unit of an
organization) that has multiple paid hosts. Our Zoom One Basic offering is free
and gives hosts access to Zoom Meetings with core features but with the
limitation that meetings time-out at 40 minutes. Our core paid offerings are
available with our Zoom One bundles: Zoom One Pro, Business, Business Plus,
Enterprise, and Enterprise Plus. The Zoom One bundles are designed for different
business needs and are composed of Zoom Meetings, Zoom Phone, Zoom Chat, Zoom
Whiteboard as well as Zoom Webinars and Zoom Rooms for our Enterprise plans. We
also offer vertical-specific plans for Education and Healthcare, which provide
incremental features and functionality, such as different participant limits,
administrative controls, and reporting.

For Zoom Phone, plans include Zoom Phone Pro, which provides
extension-to-extension calling or can be used with the Bring Your Own Carrier
model wherein the customer connects Zoom Phone to an existing carrier. We also
offer Regional Unlimited and Regional Metered calling plans in four specific
markets (United States/Canada, United Kingdom/Ireland, Australia/New Zealand,
and Japan). In addition, we introduced the Global Select plan in August 2020,
which allows customers to select from local numbers and domestic calling in more
than 47 countries and territories where Zoom has local public switched telephone
network ("PSTN") coverage.

Our revenue was $1,101.9 million and $1,050.8 million for the three months ended
October 31, 2022 and 2021, respectively, representing period-over-period growth
of 4.9%. We had net income of $48.4 million and $340.4 million for the three
months ended October 31, 2022 and 2021, respectively. Our revenue was $3,275.2
million and $3,028.5 million for the nine months ended October 31, 2022 and
2021, respectively, representing period-over-period growth of 8.1%. We had net
income of $207.8 million and $885.0 million for the nine months ended
October 31, 2022 and 2021, respectively. Net cash provided by operating
activities was $1,078.7 million and $1,395.9 million for the nine months ended
October 31, 2022 and 2021, respectively.

Macroeconomic Conditions and Other Factors



Recent changes in macroeconomic conditions such as high inflation, recessionary
environments, and fluctuations in foreign currency exchange rates, can cause
uncertainty in our business. For the three and nine months ended October 31,
2022, we experienced continued growth in total revenue and revenue from
Enterprise customers. However, macroeconomic conditions, including inflation and
continued uncertainty regarding the current and future political and economic
environment, may impact the future demand for subscriptions to our unified
communications platform. For example, for the three and nine months ended
October 31, 2022, we experienced unfavorable foreign currency impact as a result
of the continued strengthening of the U.S. dollar compared to certain foreign
jurisdictions where we do a significant amount of business, which resulted in a


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$24 million and $48 million negative impact on revenue during the three and nine months ended October 31, 2022, respectively.



During the onset of the COVID-19 pandemic, many organizations resorted to
mandating employees to work from home, which has resulted in these organizations
seeking out video communication solutions like ours to keep employees as
productive as possible, even while working from home. There is no assurance that
we will experience an increase in paid hosts or that new or existing users will
continue to utilize our service after the COVID-19 pandemic has tapered
globally. As reported in prior periods we experienced significant revenue
growth. This revenue growth has declined and we expect our revenue growth to
generally decline as compared to prior periods. Many factors may contribute to
declines in our growth rate, among other things, higher market penetration,
increased competition, slowing demand for our platform from the tapering of the
COVID-19 pandemic, a slower than anticipated capitalization on growth
opportunities, and the maturation of our business.

We continue to monitor the impacts of the COVID-19 pandemic on our business. The
effects of the COVID-19 pandemic have been widespread, and while the COVID-19
pandemic has tapered, it continues to fluctuate in severity. Our recent declines
in revenue growth are primarily attributable to the tapering of the COVID-19
pandemic along with other macroeconomic factors. At the same time, it is
starting to become clear that some of the behavioral trends the COVID-19
pandemic fostered, including the shift to remote and hybrid work, may remain in
place for an indeterminate amount of time. Given this, it is not possible for us
to quantify how the tapering of the COVID-19 pandemic has impacted our current
and future operations.

In addition the global impacts of the Russian invasion of Ukraine, including
various sanctions and export restrictions on Russia and Belarus by the United
States, the United Kingdom, the European Union, and other governmental
authorities remain highly uncertain. The Russia-Ukraine war impacted our EMEA
revenue for the three and nine months ended October 31, 2022. Our customers in
Russia, Belarus, and Ukraine represented less than 1% of our net assets and
total consolidated revenue as of and for the three and nine months ended
October 31, 2022. If the Russia-Ukraine war continues or worsens, leading to
additional sanctions, tightened export restrictions, and greater global economic
disruptions and uncertainty, our business and results of operations could be
materially impacted.

We are continuously monitoring the impact of these circumstances on our business
and financial results, as well as the overall global economy and geopolitical
landscape. The implications of macroeconomic conditions on our business, results
of operations and overall financial position, particularly in the long term,
remain uncertain.

Key Factors Affecting Our Performance

Acquiring New Customers



We are focused on continuing to grow the number of customers that use our
platform. Our operating results and growth prospects will depend, in part, on
our ability to attract new customers. While we believe there is a significant
market opportunity that our platform addresses, it is difficult to predict
customer adoption rates or the future growth rate and size of the market for our
platform. We will need to continue to invest in sales and marketing in order to
address this opportunity by hiring, developing, and retaining talented sales
personnel who are able to achieve desired productivity levels in a reasonable
period of time.

Expansion of Zoom Across Existing Enterprise Customers



We believe that there is a large opportunity for growth with many of our
existing customers. Many customers have increased the size of their
subscriptions as they have expanded their use of our platform across their
operations. Some of our larger customers start with a deployment of Zoom
Meetings with one team, location, or geography, before rolling out our platform
throughout their organization. Several of our largest customers have deployed
our platform globally to their entire workforce following smaller initial
deployments. This expansion in the use of our platform also provides us with
opportunities to market and sell additional products to our customers, such as
Phone, HaaS, Zoom for Home, Rooms at each office location, Developer Platform
solutions, Events, Contact Center, and Webinars. In order for us to address this
opportunity to expand the use of our products with our existing customers, we
will need to maintain the reliability of our platform and produce new features
and functionality that are responsive to our customers' requirements for
enterprise-grade solutions.

We quantify our expansion across existing Enterprise customers through our net
dollar expansion rate. We define Enterprise customers as distinct business units
who have been engaged by either our direct sales team, resellers, or strategic
partners. Revenue from Enterprise customers represented 55.7% and 48.8% of total
revenue for the three months ended October 31, 2022 and 2021, respectively, and
54.1% and 46.6% of total revenue for the nine months ended October 31, 2022 and
2021, respectively. Our net dollar expansion rate includes the increase in user
adoption within our Enterprise customers, as our subscription revenue is
primarily driven by the number of paid hosts within a customer and the purchase
of additional products, and compares our subscription revenue from the same set
of Enterprise customers across comparable periods. We


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calculate net dollar expansion rate as of a period end by starting with the
annual recurring revenue ("ARR") from all Enterprise customers as of 12 months
prior ("Prior Period ARR"). We define ARR as the annualized revenue run rate of
subscription agreements from all customers at a point in time. We calculate ARR
by taking the monthly recurring revenue ("MRR") and multiplying it by 12. MRR is
defined as the recurring revenue run-rate of subscription agreements from all
Enterprise customers for the last month of the period, including revenue from
monthly subscribers who have not provided any indication that they intend to
cancel their subscriptions. We then calculate the ARR from these Enterprise
customers as of the current period end ("Current Period ARR"), which includes
any upsells, contraction, and attrition. We divide the Current Period ARR by the
Prior Period ARR to arrive at the net dollar expansion rate. For the trailing
12-months calculation, we take an average of the net dollar expansion rate over
the trailing 12 months. Our net dollar expansion rate may fluctuate as a result
of a number of factors, including the level of penetration within our customer
base, expansion of products and features, and our ability to retain our
Enterprise customers. Our trailing 12-month net dollar expansion rate for
Enterprise customers as of October 31, 2022 and 2021 was 117% and 139%
respectively.

Retention of Online Customers
In addition to Enterprise customers, we also have a significant number of
customers that subscribe to our services directly through our website ("Online
customers"). Online customers represent a diverse customer base, ranging from
individual consumers to small and medium size businesses. We continue to focus
on acquisition and retention of our online customer base through various
strategies to improve the features and functionalities of our products and
services. Revenue from Online customers represented 44.3% and 51.2% of total
revenue for the three months ended October 31, 2022 and 2021, respectively, and
45.9% and 53.4% of total revenue for the nine months ended October 31, 2022 and
2021, respectively. The ability to retain these Online customers will have an
impact on our future revenue. The online monthly average churn for our Online
customers was 3.1% and 3.7% per month for the three months ended October 31,
2022 and 2021, respectively, and 3.4% and 3.9% per month for the nine months
ended October 31, 2022 and 2021, respectively. We calculate our online average
monthly churn by starting with the Online customer MRR as of the beginning of
the applicable quarter ("Entry MRR"). We define Entry MRR as the recurring
revenue run-rate of subscription agreements from all Online customers, including
revenue from monthly subscribers that have not provided any indication that they
intend to cancel their subscriptions. We then determine the MRR related to
customers who canceled or downgraded their subscription during the applicable
quarter ("Applicable Quarter MRR Churn") and divide the Applicable Quarter MRR
Churn by the applicable quarter Entry MRR to arrive at the MRR churn rate for
Online Customers for the applicable quarter. We then divided that amount by
three to calculate the online average monthly churn.

Innovation and Expansion of Our Platform



We continue to invest resources to enhance the capabilities of our platform. For
example, we have recently introduced a number of product enhancements, including
new features for Phone, Meetings, Webinars, and Events and launched Zoom Contact
Center, Zoom IQ for Sales, and Whiteboard. We addressed new work-from-home
realities with the introduction of Zoom for Home, a solution designed for the
home office that combines Zoom software enhancements with compatible hardware.
We also deliver Zoom Phone calling plans in more than 47 countries and
territories as of October 31, 2022. Third-party developers are also a key
component of our strategy for platform innovation to make it easier for
customers and developers to extend our product portfolio with new
functionalities. We believe that as more developers and other third parties use
our platform to integrate major third-party applications, we will become the
ubiquitous platform for communications. We will need to expend additional
resources to continue introducing new products, features, and functionality, and
supporting the efforts of third parties to enhance the value of our platform
with their own applications.

An end-to-end encryption ("E2EE") option is available to free and paid Zoom
customers globally who host meetings with up to 200 participants as well as on
Zoom Phone. Zoom's E2EE uses the same AES-256-GCM encryption that secures Zoom
meetings by default, but with Zoom's E2EE, the meeting host, or originating
caller in the case of Zoom Phone, as opposed to Zoom's servers, generates
encryption keys and uses public key cryptography to distribute these keys to the
other meeting participants or call recipient.

In February 2022, we launched Zoom Contact Center, an omnichannel contact center
solution that is optimized for video and is integrated right into the Zoom
client. Currently, Zoom Contact Center is available in the U.S. and Canada, with
plans to introduce international availability later in 2022. In April 2022, we
released Zoom Whiteboard, a persistent whiteboard tool for team collaboration in
and outside of meetings, and Zoom IQ for Sales, a conversation intelligence
software for Zoom Meetings, which provides sales teams with meaningful and
actionable insights from their customer interactions to improve seller
performance and enhance customer experiences.

In November 2022, we launched the beta releases of Zoom Mail and Calendar
product offerings, which include both client experiences (Zoom Mail Client, Zoom
Calendar Client) and service components (Zoom Mail Service, Zoom Calendar
Service). Zoom Mail Client and Zoom Calendar Client can be used with third-party
email and calendaring services from Microsoft or Google, or with Zoom Mail
Service and Calendar Service. Zoom Mail Service and Zoom Calendar Service are


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Zoom-hosted offerings targeted at customers with up to 50 employees and currently available in beta release in the United States and Canada.

International Expansion



Our platform addresses the communications needs of users worldwide, and we see
international expansion as a major opportunity. Our revenue from the rest of
world (APAC and EMEA) represented 30% and 33% of our total revenue for the three
months ended October 31, 2022 and 2021, respectively, and 31% and 33% of our
total revenue for the nine months ended October 31, 2022 and 2021, respectively.
We plan to add local sales support in further select international markets over
time. We use strategic partners and resellers to sell in certain international
markets where we have limited or no direct sales presence. While we believe
global demand for our platform will continue to increase as international market
awareness of Zoom grows, our ability to conduct our operations internationally
will require considerable management attention and resources, and is subject to
the particular challenges of supporting a rapidly growing business in an
environment of multiple languages, cultures, customs, legal and regulatory
systems, alternative dispute systems, and commercial markets.

Key Business Metrics

We review the following key business metrics to measure our performance, identify trends, formulate financial projections, and make strategic decisions.

Number of Enterprise Customers



We believe that our ability to increase the number of Enterprise customers is an
indicator of our potential future business opportunities, the growth of our
business, and an indicator of our market penetration. Increasing awareness of
our platform and capabilities, coupled with the mainstream adoption of our
technology, has expanded the diversity of our customer base to include
organizations of all sizes across all industries. Over time, we expect
Enterprise customers to represent a larger share of our business. As of
October 31, 2022 and 2021, we had approximately 209,300 and 183,700 Enterprise
customers, respectively.

Customers Contributing More Than $100,000 of Trailing 12 Months Revenue



We focus on growing the number of customers that contribute more than $100,000
of trailing 12 months revenue as it is a measure of our ability to scale with
our customers and attract larger organizations to Zoom. Revenue from these
customers represented 27% and 22% of total revenue for the three months ended
October 31, 2022 and 2021, respectively, and 26% and 21% of total revenue for
the nine months ended October 31, 2022 and 2021, respectively. As of October 31,
2022 and 2021, we had 3,286 and 2,507 customers, respectively, that contributed
more than $100,000 of trailing 12 months revenue, demonstrating our rapid
penetration of larger organizations, including enterprises. These customers are
a subset of Enterprise customers.

Non-GAAP Financial Measures

In addition to our results determined in accordance with GAAP, we believe that free cash flow ("FCF") is a non-GAAP financial measures that is useful in evaluating our liquidity.

Free Cash Flow



We define FCF as GAAP net cash provided by operating activities less purchases
of property and equipment. We believe that FCF is a useful indicator of
liquidity that provides information to management and investors about the amount
of cash generated from our operations that, after investments in property and
equipment, can be used for future growth. FCF is presented for supplemental
informational purposes only and has limitations as an analytical tool, and
should not be considered in isolation or as a substitute for analysis of other
GAAP financial measures, such as net cash provided by operating activities. It
is important to note that other companies, including companies in our industry,
may not use this metric, may calculate this metric differently, or may use other
financial measures to evaluate their liquidity, all of which could reduce the
usefulness of the non-GAAP metric as a comparative measure.


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The following table presents a summary of our cash flows for the periods
presented and a reconciliation of FCF to net cash provided by operating
activities, the most directly comparable financial measure calculated in
accordance with GAAP:

                                                                       Nine Months Ended October 31,
                                                                        2022                      2021

                                                                              (in thousands)
Net cash provided by operating activities                      $     1,078,674               $  1,395,870

Less: purchases of property and equipment                              (75,568)                  (111,816)
Free cash flow (non-GAAP)                                      $     1,003,106               $  1,284,054

Net cash used in investing activities                          $       (60,613)              $ (2,367,098)
Net cash (used in) provided by financing activities            $      (948,687)              $     20,885

Components of Results of Operations

Revenue



We derive our revenue from subscription agreements with customers for access to
our unified communications platform. Our customers generally do not have the
ability to take possession of our software. We also provide services, which
include professional services, consulting services, and online event hosting,
which are generally considered distinct from the access to our unified
communications platform.

Cost of Revenue



Cost of revenue primarily consists of costs related to hosting our unified
communications platform and providing general operating support services to our
customers. These costs are related to our co-located data centers, third-party
cloud hosting, integrated third-party PSTN services, personnel-related expenses,
amortization of capitalized software development and acquired intangible assets,
royalty payments, and allocated overhead. We expect our cost of revenue to
increase in absolute dollars for the foreseeable future as we expand our data
center capacity. We expect, however, that our cost of revenue as a percentage of
revenue will remain relatively flat for the rest of the current fiscal year.

Operating Expenses

Research and Development

Research and development expenses primarily consist of personnel-related
expenses directly associated with our research and development organization,
depreciation of equipment used in research and development, and allocated
overhead. Research and development costs are expensed as incurred. We plan to
increase our investment in research and development for the foreseeable future,
primarily by increasing research and development headcount, as we focus on
further developing our platform, enhancing its use cases, and strengthening
security and privacy. As a result, we expect our research and development
expenses to increase both in absolute dollars and as a percentage of revenue for
the rest of the current fiscal year.

Sales and Marketing



Sales and marketing expenses primarily consist of personnel-related expenses
directly associated with our sales and marketing organization. Other sales and
marketing expenses include advertising and promotional events to promote our
brand, such as awareness programs, digital programs, public relations,
tradeshows, and our user conference, Zoomtopia, and allocated overhead. Sales
and marketing expenses also include credit card processing fees related to sales
and amortization of deferred contract acquisition costs. We plan to increase our
investment in sales and marketing over the foreseeable future, primarily by
increasing the headcount of our direct sales force and marketing investments in
demand generation. As a result, we expect our sales and marketing expenses to
increase both in absolute dollars and as a percentage of revenue for the rest of
the current fiscal year.

General and Administrative

General and administrative expenses primarily consist of personnel-related
expenses associated with our finance and legal organizations; professional fees
for external legal, accounting, and other consulting services; expected credit
losses; insurance; certain indirect taxes; litigation settlements, and allocated
overhead. We expect to increase the size of our general


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and administrative function to support the growth and complexity of our business. As a result, we expect our general and administrative expenses to increase both in absolute dollars and as a percentage of revenue for the rest of the current fiscal year.

(Losses) gains on Strategic Investments, Net

(Losses) gains on strategic investments, net consist primarily of remeasurement gains or losses on our equity investments.

Other Expense, Net



Other expense, net consists primarily of interest income and net amortization of
discount/premium on our marketable securities and effect of changes in foreign
currency exchange rates.

Provision for Income Taxes

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


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Results of Operations



The following tables set forth selected condensed consolidated statements of
operations data and such data as a percentage of revenue for each of the periods
indicated:

                                            Three Months Ended October 31,                 Nine Months Ended October 31,
                                              2022                    2021                   2022                    2021

                                                                           (in thousands)
Revenue                                $      1,101,899          $ 1,050,756          $      3,275,157          $ 3,028,488
Cost of revenue (1)                             270,665              270,957                   806,097              797,207
Gross profit                                    831,234              779,799                 2,469,060            2,231,281
Operating expenses:
Research and development (1)                    195,946               98,508                   512,801              245,994
Sales and marketing (1)                         427,747              293,698                 1,191,004              810,544
General and administrative (1)                  141,033               96,736                   389,939              362,971
Total operating expenses                        764,726              488,942                 2,093,744            1,419,509
Income from operations                           66,508              290,857                   375,316              811,772
(Losses) gains on strategic
investments, net                                 (6,898)             122,421                   (78,014)             154,497
Other expense, net                               (4,861)              (2,995)                   (8,482)              (3,171)
Income before provision for income
taxes                                            54,749              410,283                   288,820              963,098
Provision for income taxes                        6,396               69,900                    81,059               78,100
Net income                             $         48,353          $   

340,383 $ 207,761 $ 884,998



(1) Includes stock-based compensation
expense as follows:
Cost of revenue                        $         41,449          $    

17,206 $ 109,776 $ 46,050 Research and development

                         83,202               27,879                   208,654               71,615
Sales and marketing                             125,144               54,220                   329,100              156,888
General and administrative                       53,020               15,496                   120,163               41,359
Total stock-based compensation expense $        302,815          $   114,801          $        767,693          $   315,912



                                             Three Months Ended October 31,                     Nine Months Ended October 31,
                                              2022                     2021                     2022                     2021

                                                                       (as a percentage of revenue)
Revenue                                          100.0  %                 100.0  %                 100.0  %                 100.0  %
Cost of revenue                                   24.6                     25.8                     24.6                     26.3
Gross profit                                      75.4                     74.2                     75.4                     73.7
Operating expenses:
Research and development                          17.8                      9.4                     15.7                      8.1
Sales and marketing                               38.8                     28.0                     36.4                     26.8
General and administrative                        12.8                      9.1                     11.8                     12.0
Total operating expenses                          69.4                     46.5                     63.9                     46.9
Income from operations                             6.0                     27.7                     11.5                     26.8
(Losses) gains on strategic
investments, net                                  (0.6)                    11.7                     (2.4)                     5.1
Other expense, net                                (0.4)                    (0.4)                    (0.3)                    (0.1)
Income before provision for income
taxes                                              5.0                     39.0                      8.8                     31.8
Provision for income taxes                         0.6                      6.7                      2.5                      2.6
Net income                                         4.4  %                  32.3  %                   6.3  %                  29.2  %




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Comparison of the Three Months Ended October 31, 2022 and 2021



Revenue
                         Three Months Ended October 31,
                      2022                   2021          % Change

                          (in thousands)
Revenue     $      1,101,899             $ 1,050,756          4.9  %


Revenue for the three months ended October 31, 2022 increased by $51.1 million,
or 4.9%, compared to the three months ended October 31, 2021. The increase in
revenue was due to a 20% increase in revenue from subscription services provided
to Enterprise customers, of which 74% and 26% were from existing and new
customers, respectively. This increase was partially offset by a 9% decline in
revenue from subscription services provided to Online customers.

Cost of Revenue
                               Three Months Ended October 31,
                         2022                        2021         % Change

                                (in thousands)
Cost of revenue   $      270,665                 $ 270,957          (0.1) %
Gross profit             831,234                   779,799           6.6  %
Gross margin                75.4   %                  74.2  %


Cost of revenue for the three months ended October 31, 2022 decreased by
$0.3 million, or 0.1%, compared to the three months ended October 31, 2021. The
decrease was primarily due to a decrease of $48.0 million in costs mainly driven
by the net impact of the transition from third-party cloud hosting to internal
data centers and cloud optimization offset by an increase of $35.9 million in
personnel-related expenses, which includes an increase of $24.2 million in
stock-based compensation expense, mainly driven by additional headcount and
expanded equity programs, and an increase of $6.6 million related to
subscription to software-based services.

Gross margin increased to 75.4% for the three months ended October 31, 2022 from
74.2% for the three months ended October 31, 2021. The increase in gross margin
was mainly due to increased efficiencies as we expanded our internal data center
capacity.

Operating Expenses

Research and Development
                                         Three Months Ended October 31,
                                        2022                    2021        % Change

                                          (in thousands)
Research and development   $        195,946                  $ 98,508         98.9  %


Research and development expense for the three months ended October 31, 2022
increased by $97.4 million, or 98.9%, compared to the three months ended
October 31, 2021. The increase was primarily due to higher personnel-related
expenses of $92.8 million, which includes a $55.3 million increase in
stock-based compensation expense, mainly driven by additional headcount and
expanded equity programs.





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Sales and Marketing
                                     Three Months Ended October 31,
                                    2022                   2021         % Change

                                      (in thousands)
Sales and marketing     $       427,747                 $ 293,698         45.6  %


Sales and marketing expense for the three months ended October 31, 2022
increased by $134.0 million, or 45.6%, compared to the three months ended
October 31, 2021. The increase in sales and marketing expense was primarily due
to higher personnel-related expenses of $107.6 million, mainly driven by
additional headcount and expanded equity programs, which includes a
$70.9 million increase in stock-based compensation expense and a $20.8 million
increase in amortization of deferred contract acquisition costs driven by our
increase in revenue. The remaining increase was primarily due to an increase of
$15.6 million in marketing and sales event-related costs, mainly due to an
increase in social media programs and international marketing.

General and Administrative
                                            Three Months Ended October 31,
                                           2022                    2021        % Change

                                             (in thousands)
General and administrative    $        141,033                  $ 96,736         45.8  %


General and administrative expense for the three months ended October 31, 2022
increased by $44.3 million, or 45.8%, compared to the three months ended
October 31, 2021. The increase in general and administrative expense was
primarily due to an increase of $47.8 million in personnel-related expenses,
which includes a $37.5 million increase in stock-based compensation expense,
mainly driven by additional headcount and expanded equity programs.

(Losses) Gains on Strategic Investments, Net



                                                                     Three Months Ended October 31,
                                                            2022                  2021                % Change

                                                                 (in thousands)

(Losses) gains on strategic investments, net $ (6,898)

   $ 122,421                   (105.6) %


Losses on strategic investments, net recognized during the three months ended
October 31, 2022 was mainly driven by $7.5 million unrealized losses recognized
on our publicly traded equity securities, while gains on strategic investments,
net, of $122.4 million recognized during the three months ended October 31, 2021
was driven by unrealized gains recognized on our publicly traded equity
securities.

Other Expense, Net
                                   Three Months Ended October 31,
                                  2022                    2021        % Change

                                    (in thousands)
Other expense, net   $        (4,861)                  $ (2,995)        62.3  %


Other expense, net for the three months ended October 31, 2022 increased by
$1.9 million, or 62.3%, compared to the three months ended October 31, 2021. The
increase was primarily due to a loss of $16.4 million related to changes in
foreign currency exchange rates, partially offset by $7.6 million net accretion
on our investments in marketable securities and $6.9 million interest income
earned from our investments in marketable securities.



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Provision for Income Taxes
                                            Three Months Ended October 31,
                                           2022                    2021        % Change

                                             (in thousands)
Provision for income taxes    $        6,396                    $ 69,900        (90.8) %


Provision for income taxes for the three months ended October 31, 2022 decreased
by $63.5 million, or 90.8%, compared to the three months ended October 31, 2021.
The change was due primarily to the foreign-derived intangible income deduction
for the three months ended October 31, 2022.

Comparison of the Nine Months Ended October 31, 2022 and 2021



Revenue
                        Nine Months Ended October 31,
                     2022                  2021          % Change

                         (in thousands)
Revenue     $     3,275,157            $ 3,028,488          8.1  %


Revenue for the nine months ended October 31, 2022 increased by $246.7 million,
or 8.1%, compared to the nine months ended October 31, 2021. The increase in
revenue was due to a 26% increase in revenue from subscription services provided
to Enterprise customers, of which 84% and 16% were from existing and new
customers, respectively. This increase was partially offset by a 7% decline in
revenue from subscription services provided to Online customers.

Cost of Revenue
                            Nine Months Ended October 31,
                         2022                2021          % Change

                             (in thousands)
Cost of revenue   $      806,097        $   797,207           1.1  %
Gross profit      $    2,469,060        $ 2,231,281          10.7  %
Gross margin                75.4   %           73.7  %


Cost of revenue for the nine months ended October 31, 2022 increased by
$8.9 million, or 1.1%, compared to the nine months ended October 31, 2021. The
increase was primarily due to an increase of $98.6 million in personnel-related
expenses, which includes an increase of $63.7 million in stock-based
compensation expense, mainly driven by additional headcount and expanded equity
programs, an increase of $25.0 million related to subscription to software-based
services and an increase in allocated overhead of $5.8 million, partially offset
by a decrease of $125.8 million in costs mainly driven by the net impact of the
transition from third-party cloud hosting to internal data centers and cloud
optimization.

Gross margin increased to 75.4% for the nine months ended October 31, 2022 from
73.7% for the nine months ended October 31, 2021. The increase in gross margin
was mainly due to increased efficiencies as we expanded our internal data center
capacity.

Operating Expenses

Research and Development
                                        Nine Months Ended October 31,
                                      2022                   2021         % Change

                                         (in thousands)
Research and development   $       512,801                $ 245,994        108.5  %

Research and development expense for the nine months ended October 31, 2022 increased by $266.8 million, or 108.5%, compared to the nine months ended October 31, 2021. The increase was primarily due to higher personnel-related expenses of $248.4 million, which includes a $137.0 million increase in stock-based compensation expense, mainly driven by additional headcount and expanded equity programs, and an increase in allocated overhead of $15.6 million.


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Sales and Marketing
                                     Nine Months Ended October 31,
                                   2022                  2021         % Change

                                     (in thousands)
Sales and marketing     $      1,191,004              $ 810,544         46.9  %


Sales and marketing expense for the nine months ended October 31, 2022 increased
by $380.5 million, or 46.9%, compared to the nine months ended October 31, 2021.
The increase in sales and marketing expense was primarily due to higher
personnel-related expenses of $285.7 million, mainly driven by additional
headcount and expanded equity programs, which includes a $172.2 million increase
in stock-based compensation expense and a $60.9 million increase in amortization
of deferred contract acquisition costs. The remaining increase was primarily due
to an increase of $68.6 million in marketing and sales event-related costs,
mainly due to an increase in digital and social media programs, and an increase
in allocated overhead of $9.7 million.

General and Administrative
                                           Nine Months Ended October 31,
                                         2022                   2021         % Change

                                            (in thousands)
General and administrative    $       389,939                $ 362,971          7.4  %


General and administrative expense for the nine months ended October 31, 2022
increased by $27.0 million, or 7.4%, compared to the nine months ended
October 31, 2021. The increase in general and administrative expense was
primarily due to an increase of $113.6 million in personnel-related expenses,
which includes a $78.8 million increase in stock-based compensation expense,
mainly driven by additional headcount and expanded equity programs offset by a
decrease of $71.1 million in prior year litigation settlement expense, net of
amounts estimated to be covered by insurance, and a decrease of $9.2 million
related to the settlement of a contingent liability for sales and other indirect
tax in the current period.

(Losses) Gains on Strategic Investments, Net



                                                                      Nine Months Ended October 31,
                                                             2022                  2021                % Change

                                                                 (in thousands)

(Losses) gains on strategic investments, net $ (78,014)

    $ 154,497                   (150.5) %


Losses on strategic investments, net recognized during the nine months ended
October 31, 2022 was mainly driven by $76.4 million unrealized losses recognized
on our publicly traded equity securities, while gains on strategic investments,
net, of $154.5 million recognized during the nine months ended October 31, 2021
was driven by unrealized gains recognized on our publicly traded equity
securities.

Other Expense, Net
                                  Nine Months Ended October 31,
                                 2022                   2021        % Change

                                   (in thousands)
Other expense, net   $       (8,482)                 $ (3,171)       167.5  %


Other expense, net for the nine months ended October 31, 2022 increased by
$5.3 million, or 167.5%, compared to the nine months ended October 31, 2021. The
increase was primarily attributable to a loss of $29.2 million related to
changes in foreign currency exchange rates, partially offset by $14.1 million
net accretion on our investments in marketable securities and $9.8 million
interest income earned from our investments in marketable securities.


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Provision for Income Taxes
                                           Nine Months Ended October 31,
                                          2022                   2021        % Change

                                            (in thousands)
Provision for income taxes    $       81,059                  $ 78,100          3.8  %


Provision for income taxes for the nine months ended October 31, 2022 increased
by $3.0 million, or 3.8%, compared to the nine months ended October 31, 2021.
The change was due primarily to tax shortfalls on stock-based compensation and
other compensation-related permanent differences as of October 31, 2022 compared
to tax windfalls on stock-based compensation and the full valuation allowance on
the U.S. deferred tax assets as of October 31, 2021, which was released in the
fourth quarter of fiscal year 2022.

Liquidity and Capital Resources

As of October 31, 2022, our principal sources of liquidity were cash, cash equivalents, and marketable securities of $5.2 billion, which were held for working capital purposes and for investment in growth opportunities. Our marketable securities generally consist of high-grade commercial paper, corporate bonds, agency bonds, corporate and other debt securities, U.S. government agency securities, and treasury bills.



We have financed our operations primarily through income from operations and
sales of equity securities. 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 section titled "Risk Factors." However, based on
our current business plan and revenue prospects, we believe our existing cash,
cash equivalents, and marketable securities, together with net cash provided by
operations, will be sufficient to meet our needs for at least the next 12 months
and allow us to capitalize on growth opportunities. We believe we will meet
longer-term expected future cash requirements and obligations through a
combination of cash flows from operating activities and available cash balances.
Our future capital requirements will depend on many factors, including our
revenue growth rate, subscription renewal activity, billing frequency, the
timing and extent of spending to support further sales and marketing and
research and development efforts, as well as expenses associated with our
international expansion, and the timing and extent of additional capital
expenditures to invest in existing and new office spaces as well as data center
infrastructure. We may, in the future, enter into arrangements to acquire or
invest in complementary businesses, services, and technologies, including
intellectual property rights. We may choose or 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.

There have been no material changes to our material cash requirements from known
contractual and other obligations from those disclosed in our Management's
Discussion and Analysis of Financial Condition and Results of Operations,
included in our Annual Report on Form 10-K for the year ended January 31, 2022,
filed with the SEC on March 7, 2022.

Cash Flows

The following table summarizes our cash flows for the periods presented:



                                                                       Nine Months Ended October 31,
                                                                        2022                      2021

                                                                              (in thousands)
Net cash provided by operating activities                      $     1,078,674               $  1,395,870
Net cash used in investing activities                          $       (60,613)              $ (2,367,098)
Net cash (used in) provided by financing activities            $      (948,687)              $     20,885


Operating Activities

Our largest source of operating cash is cash collections from our customers for
subscriptions to our platform. Our primary uses of cash from operating
activities are for employee-related expenditures, costs related to hosting our
platform, and marketing expenses. Net cash provided by operating activities is
impacted by our net income adjusted for certain non-cash items, such as
stock-based compensation expense, depreciation and amortization expenses, as
well as the effect of changes in operating assets and liabilities.


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Net cash provided by operating activities was $1,078.7 million for the nine
months ended October 31, 2022, compared to $1,395.9 million for the nine months
ended October 31, 2021. The decrease in operating cash flow was due to a
decrease in net income of $677.2 million and the negative impact from changes in
operating assets and liabilities of $452.2 million, offset by an increase in
non-cash adjustments of $812.2 million, which is primarily a result of higher
stock-based compensation expense, higher losses on strategic investments, net,
and higher deferred contract acquisition cost amortization due to an increase in
capitalized commissions as we continue to grow and expand our customer base.

Investing Activities



Net cash used in investing activities of $60.6 million for the nine months ended
October 31, 2022 was primarily due to net maturities of marketable securities of
$210.8 million, offset by the cash paid for acquisition, net of cash acquired,
of $120.6 million, purchases of strategic investments of $65.1 million,
purchases of property and equipment of $75.6 million and purchases of intangible
assets of $10.6 million.

Net cash used in investing activities of $2,367.1 million for the nine months
ended October 31, 2021 was primarily due to net purchases of marketable
securities of $2,117.2 million, purchases of strategic investments of $126.3
million, and purchases of property and equipment of $111.8 million, and
purchases of intangible assets of $9.6 million.

Financing Activities



Net cash used in financing activities of $948.7 million for the nine months
ended October 31, 2022 was primarily due to cash paid for repurchases of common
stock of $990.8 million offset by proceeds from issuance of common stock under
our ESPP of $34.6 million.

Net cash provided by financing activities of $20.9 million for the nine months
ended October 31, 2021 was primarily due to proceeds from issuance of common
stock under our ESPP of $37.8 million and proceeds from the exercise of stock
options of $11.0 million, offset by proceeds from employee equity transactions
remitted to employees and tax authorities, net, of $28.3 million.

Critical Accounting Estimates



Critical accounting estimates are those accounting estimates that require the
most difficult, subjective or complex judgments, often as a result of the need
to make estimates about the effect of matters that are inherently uncertain.
These estimates are developed based on historical experience and various other
assumptions that we believe to be reasonable under the circumstances. Critical
accounting estimates are accounting estimates where the nature of the estimates
are material due to the levels of subjectivity and judgment necessary to account
for highly uncertain matters or the susceptibility of such matters to change and
the impact of the estimates on financial condition or operating performance is
material.

There have been no material changes to our critical accounting estimates as compared to the critical accounting estimates described in our Management's Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year ended January 31, 2022, filed with the SEC on March 7, 2022.

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