The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with the condensed consolidated
financial statements and related notes included elsewhere in this Quarterly
Report on Form 10-Q and with 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 July 31, 2022 (the "Fiscal 2022 Form 10-K"), filed
with the SEC on September 15, 2022. As discussed in the section titled "Special
Note Regarding Forward-Looking Statements," the following discussion contains
forward-looking statements that involve risks and uncertainties. Our actual
results could differ materially from those discussed below. Factors that could
cause or contribute to such difference include, but are not limited to, those
identified below and those discussed in the section titled "Risk Factors" and
elsewhere in this Quarterly Report on Form 10-Q. Our fiscal year end is July 31,
and our fiscal quarters end on October 31, January 31, April 30 and July 31. Our
fiscal year ended July 31, 2022 is referred to as fiscal 2022 and our fiscal
year ending July 31, 2023 is referred to as fiscal 2023.

Overview

Zscaler was incorporated in 2007, during the early stages of cloud adoption and
mobility, based on a vision that the internet would become the new corporate
network as the cloud becomes the new data center. We predicted that with rapid
cloud adoption and increasing workforce mobility, traditional perimeter security
approaches would provide inadequate protection for users and data and an
increasingly poor user experience. We pioneered a cloud platform, the Zscaler
Zero Trust Exchange, that represents a fundamental shift in the architectural
design and approach to networking and security.

We generate revenue primarily from sales of subscriptions to access our cloud
platform, together with related support services. We also generate an immaterial
amount of revenue from professional and other services, which consist primarily
of fees associated with mapping, implementation, network design and training.
Our subscription pricing is primarily calculated on a per-user basis. We
recognize subscription and support revenue ratably over the life of the
contract, which is generally one to three years. As of July 31, 2022, we had
expanded our operations to over 6,700 customers across major industries, with
users in 185 countries. Government agencies and some of the largest enterprises
in the world rely on us to support their digital transformation, including more
than 600 of the Forbes Global 2000 as of July 31, 2022.

We operate our business as one reportable segment. Our revenue has experienced
significant growth in recent periods. For the six months ended January 31, 2023
and 2022, our revenue was $743.1 million and $486.1 million, respectively. We
have incurred net losses in all periods since our inception. For the six months
ended January 31, 2023 and 2022, our net loss was $125.6 million and $191.2
million, respectively. We expect we will continue to incur net losses for the
foreseeable future, as we continue to invest in our sales and marketing
organization to take advantage of our market opportunity, to invest in research
and development efforts to enhance the functionality of our cloud platform, to
incur additional compliance and other related costs as we operate as a public
company, and to address any legal matters and related accruals, as further
described in Note 9, Commitments and Contingencies, of the condensed
consolidated financial statements included elsewhere in this Quarterly Report on
Form 10-Q.

Impact of macroeconomic conditions and COVID-19



Recent changes in macroeconomic conditions such as high inflation and potential
recessionary environments can cause uncertainty in our business. For the six
months ended January 31, 2023, we experienced growth in total revenue but also
saw increased scrutiny and a longer approval process for transactions,
particularly larger deals in comparison to the prior fiscal period, as potential
new customers are taking longer to make purchasing decisions and requiring
additional approvals for large expenditures in response to the challenging
economic environment. Macroeconomic conditions, including inflation and
continued uncertainty regarding the current and future political and economic
environment, may impact the future demand for subscriptions of our cloud
platform.

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In March 2020, the World Health Organization declared the COVID-19 outbreak to
be a pandemic. While we have not experienced significant disruptions to our
operations or financial performance from the COVID-19 pandemic to date, we are
unable to accurately predict the full impact that COVID-19 will have due to
numerous uncertainties, including the duration of the outbreak, the current or a
future resurgence of the outbreak in connection with new variants and mutations,
the widespread distribution and long-term efficacy of vaccines, the efficacy of
vaccines against new variants or mutations, actions that may be taken by
governmental authorities, the impact on our business including our sales cycle,
sales execution and marketing efforts, and the impact to the business of our
customers, vendors and partners. For further discussion of the challenges and
risks we confront related to macroeconomic conditions and the COVID-19 pandemic,
please refer to Part II, Item 1A Risk Factors of this Quarterly Report on Form
10-Q.

Certain Factors Affecting Our Performance

Increased Internet Traffic and Adoption of Cloud-Based Software and Security



The adoption of cloud applications and infrastructure, explosion of internet
traffic volumes and shift to mobile-first computing generally, and the pace at
which enterprises adopt the internet as their corporate network in particular,
impact our ability to drive market adoption of our cloud platform. We believe
that most enterprises are in the early stages of a broad transformation to the
cloud. Organizations are increasingly relying on the internet to operate their
businesses, deploying new SaaS applications and migrating internally managed
line-of-business applications to the cloud. However, the growing dependence on
the internet has increased exposure to malicious or compromised websites, and
sophisticated hackers are exploiting the gaps left by legacy network security
appliances. To securely access the internet and transform their networks,
organizations must also make fundamental changes in their network and security
architectures. We believe that most organizations have yet to fully make these
investments. Since we enable organizations to securely embrace digital
transformation, we believe that the imperative for organizations to securely
move to the cloud will increase demand for our cloud platform and broaden our
customer base.

New Customer Acquisition

We believe that our ability to increase the number of customers, and more
significantly, customers in the Forbes Global 2000, on our cloud platform is an
indicator of our market penetration and our future business opportunities. As of
July 31, 2022 and 2021, we had over 6,700 and over 5,600 customers,
respectively, across all major geographies. As of July 31, 2022, we had over 600
of the Forbes Global 2000 as customers. Our ability to continue to grow these
numbers will increase our future opportunities for renewals and follow-on sales.
We believe that we have significant room to capture additional market share and
intend to continue to invest significantly in sales and marketing to engage our
prospective customers, increase brand awareness, further leverage our channel
partnerships and drive adoption of our solution. However, as a result of the
challenging economic environment, potential new customers are increasingly
taking longer to make purchasing decisions and requiring additional approvals
for large expenditures. We expect customer cautiousness to continue in the near
term, elongating our sales cycles and the timing of large deals.

Follow-On Sales



We typically expand our relationship with our customers over time. While most of
our new customers route all of their internet-bound web traffic through our
cloud platform, some of our customers initially use our services for specific
users or specific security functionality. We leverage our land-and-expand model
with the goal of generating incremental revenue, often within the term of the
initial subscription, by increasing sales to our existing customers in one of
three ways:

•expanding deployment of our cloud platform to cover additional users;

•upgrading to a more advanced Business or Transformation edition; and


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•selling a subscription to a new solution or product, for example selling a ZPA subscription to a ZIA customer or a ZIA subscription to a ZPA customer.



These purchases increase the Annual Recurring Revenue ("ARR") attributable to
our customers over time. To establish ARR for a customer, we use the total
amount of each order booked to compute the annual recurring value of revenue
that we would recognize if the customer continues to renew all contractual
subscriptions. For example, a contract for $3.0 million with a contractual term
of three years would have an ARR of $1.0 million as long as our customer uses
our cloud platform.

Investing in Business Growth

Since our founding, we have invested significantly in growing our business. We
intend to continue (i) investing in our research and development organization
and our development efforts to offer new solutions on our cloud platform and
(ii) dedicating resources to update and upgrade our existing solutions. In
addition, we expect our general and administrative expenses to increase in
absolute dollars in the foreseeable future, as we continue to operate as a
public company, and address any legal matters and related accruals, as further
described in Note 9, Commitments and Contingencies, of the condensed
consolidated financial statements included elsewhere in this Quarterly Report on
Form 10-Q.

We also intend to continue to invest significantly in sales and marketing to
grow and train our sales force, broaden our brand awareness and expand and
deepen our channel partner relationships. While these planned investments will
increase our operating expenses in the short term, we believe that over the long
term these investments will help us to expand our customer base and grow our
business. We also are investing in programs to increase recognition of our brand
and solutions, including joint marketing activities with our channel partners
and strategic partners.

While we expect our operating expenses to increase in absolute dollars in the
foreseeable future as a result of these activities, we intend to balance these
investments in future growth with a continued focus on managing our results of
operations and investing judiciously. In the long term we anticipate that these
investments will positively impact our business and results of operations.

Key Business Metrics and Other Financial Measures



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

Dollar-Based Net Retention Rate



We believe that dollar-based net retention rate is a key metric to measure the
long-term value of our customer relationships because it is driven by our
ability to retain and expand the recurring revenue generated from our existing
customers. Our dollar-based net retention rate compares the recurring revenue
from a set of customers against the same metric for the prior 12-month period on
a trailing basis. Because our customers have repeat buying patterns and the
average term of our contracts is more than 12 months, we measure this metric
over a set of customers who were with us as of the last day of the same
reporting period in the prior fiscal year. Our dollar-based net retention rate
includes customer attrition. We have not experienced a material increase in
customer attrition rates in recent periods. For the trailing 12 months ended
January 31, 2023 and 2022, the dollar-based net retention rate was above 125%.

We calculate our dollar-based net retention rate as follows:



Denominator: To calculate our dollar-based net retention rate as of the end of a
reporting period, we first establish the ARR from all active subscriptions as of
the last day of the same reporting period in the prior fiscal year. This
effectively

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represents recurring dollars that we expect in the next 12-month period from the
cohort of customers that existed on the last day of the same reporting period in
the prior fiscal year.

Numerator: We measure the ARR for that same cohort of customers representing all
subscriptions based on confirmed customer orders booked by us as of the end of
the reporting period.

Dollar-based net retention rate is obtained by dividing the numerator by the
denominator. Our dollar-based net retention rate may fluctuate due to a number
of factors, including the performance of our cloud platform, our success in
selling bigger deals, including deals for all employees with our higher-end
bundles, selling multiple-pillars from the start of our contract with new
customers, faster upsells within a year, the timing and the rate of ARR
expansion of our existing customers, potential changes in our rate of renewals
and other risk factors described elsewhere in this Quarterly Report on Form
10-Q.

Non-GAAP Financial Measures



In addition to our results determined in accordance with GAAP, we believe the
following non-GAAP measures are useful in evaluating our operating performance.
We use the following non-GAAP financial information to evaluate our ongoing
operations and for internal planning and forecasting purposes. We believe that
non-GAAP financial information, when taken collectively, may be helpful to
investors because it provides consistency and comparability with past financial
performance. However, non-GAAP financial information is presented for
supplemental informational purposes only, has limitations as an analytical tool
and should not be considered in isolation or as a substitute for financial
information presented in accordance with GAAP. In particular, free cash flow is
not a substitute for cash provided by operating activities. Additionally, the
utility of free cash flow as a measure of our liquidity is further limited as it
does not represent the total increase or decrease in our cash balance for a
given period. In addition, other companies, including companies in our industry,
may calculate similarly-titled non-GAAP measures differently or may use other
measures to evaluate their performance, all of which could reduce the usefulness
of our non-GAAP financial measures as tools for comparison. A reconciliation is
provided below for each non-GAAP financial measure to the most directly
comparable financial measure stated in accordance with GAAP. Investors are
encouraged to review the related GAAP financial measures and the reconciliation
of these non-GAAP financial measures to their most directly comparable GAAP
financial measures, and not to rely on any single financial measure to evaluate
our business.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We define non-GAAP gross profit as GAAP gross profit excluding stock-based compensation expense and related payroll taxes and amortization expense of acquired intangible assets. We define non-GAAP gross margin as non-GAAP gross profit as a percentage of revenue.



                                              Three Months Ended January 31,               Six Months Ended January 31,
                                                  2023                  2022                  2023                  2022

                                                                            (in thousands)
GAAP gross profit                          $      299,994           $ 197,780          $      578,845           $ 376,128
Add:
Stock-based compensation expense and                9,595               5,766                  18,256              11,085
related payroll taxes
Amortization expense of acquired                    2,175               2,000                   4,114               4,056
intangible assets
Non-GAAP gross profit                      $      311,764           $ 205,546          $      601,215           $ 391,269
GAAP gross margin                                      77   %              77  %                   78   %              77  %
Non-GAAP gross margin                                  80   %              80  %                   81   %              80  %


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Non-GAAP Income from Operations and Non-GAAP Operating Margin

We define non-GAAP income from operations as GAAP loss from operations, excluding stock-based compensation expense and related payroll taxes and amortization expense of acquired intangible assets. We define non-GAAP operating margin as non-GAAP income from operations as a percentage of revenue.



                                              Three Months Ended January 31,                  Six Months Ended January 31,
                                                  2023                  2022                  2023                       2022

                                                                               (in thousands)
GAAP loss from operations                  $      (65,238)          $ (83,932)         $     (134,325)               $ (158,303)

Add:


Stock-based compensation expense and              111,518             104,045                 220,154                   200,139
related payroll taxes
Amortization expense of acquired                    2,551               2,231                   5,103                     4,457
intangible assets
Non-GAAP income from operations            $       48,831           $  22,344          $       90,932                $   46,293
GAAP operating margin                                 (17)  %             (33) %                  (18)  %                   (33) %
Non-GAAP operating margin                              13   %               9  %                   12   %                    10  %


Free Cash Flow and Free Cash Flow Margin



Free cash flow is a non-GAAP financial measure that we calculate as net cash
provided by operating activities less purchases of property, equipment and other
assets and capitalized internal-use software. Free cash flow margin is
calculated as free cash flow divided by revenue. We believe that free cash flow
and free cash flow margin are useful indicators of liquidity that provide
information to management and investors about the amount of cash generated from
our operations that, after the investments in property, equipment and other
assets and capitalized internal-use software, can be used for strategic
initiatives, including investing in our business and strengthening our financial
position.

Free cash flow includes the cyclical impact of inflows and outflows resulting
from contributions to our employee stock purchase plan for which the purchase
period of approximately six months ends in each of our second and fourth fiscal
quarters. As of January 31, 2023, the accrued employee payroll contributions to
our ESPP was $9.2 million, which will be used to purchase shares at the end of
the current purchase period ending on June 15, 2023. Payroll contributions
ultimately used to purchase shares will be reclassified to stockholders' equity
upon issuance of the shares during our fourth quarter of fiscal 2023.


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                                             Three Months Ended January 31,               Six Months Ended January 31,
                                                 2023                  2022                  2023                  2022

                                                                           (in thousands)
Net cash provided by operating activities $       89,481           $  48,262          $      217,938           $ 141,533

Less:


Purchases of property, equipment and             (18,681)            (13,988)                (43,883)            (20,442)
other assets
Capitalized internal-use software                 (7,982)             (4,825)                (15,623)             (8,275)
Free cash flow                            $       62,818           $  29,449          $      158,432           $ 112,816
As a percentage of revenue:
Net cash provided by operating activities             23   %              19  %                   29   %              29  %

Less:


Purchases of property, equipment and                  (5)  %              (5) %                   (6)  %              (4) %
other assets
Capitalized internal-use software                     (2)  %              (2) %                   (2)  %              (2) %
Free cash flow margin                                 16   %              12  %                   21   %              23  %


Calculated Billings

Calculated billings is a non-GAAP financial measure that we believe is a key
metric to measure our periodic performance. Calculated billings represents our
total revenue plus the change in deferred revenue in a period. Calculated
billings in any particular period aims to reflect amounts invoiced for
subscriptions to access our cloud platform, together with related support
services for our new and existing customers. We typically invoice our customers
annually in advance, and to a lesser extent quarterly in advance, monthly in
advance or multi-year in advance. Calculated billings increased $126.1 million,
or 34%, for the three months ended January 31, 2023 over the three months ended
January 31, 2022 and $218.5 million or 36%, for the six months ended January 31,
2023 over the six months ended January 31, 2022. As calculated billings
continues to grow in absolute terms, we expect our calculated billings growth
rate to trend down over time. We also expect that calculated billings will be
affected by seasonality in terms of when we enter into agreements with
customers; and the mix of billings in each reporting period as we typically
invoice customers annually in advance, and to a lesser extent quarterly in
advance, monthly in advance or multi-year in advance.

                                          Three Months Ended January 31,              Six Months Ended January 31,
                                              2023                2022                  2023                   2022

                                                                         (in thousands)
Revenue                                  $   387,598          $ 255,563          $        743,146          $ 486,080
Add: Total deferred revenue, end of        1,111,880            759,931                 1,111,880            759,931

period

Less: Total deferred revenue, beginning (1,005,713) (647,816)


           (1,021,123)          (630,601)
of period
Calculated billings                      $   493,765          $ 367,678          $        833,903          $ 615,410

Components of Results of Operations

Revenue



We generate revenue primarily from sales of subscriptions to access our cloud
platform, together with related support services. Subscription and related
support services accounted for approximately 97% of our revenue for each of the
three and six months ended January 31, 2023 and 2022, respectively. Our
contracts with our customers do not at any time provide the customer with the
right to take possession of the software that runs our cloud platform. Our
customers may also purchase professional services, such as mapping,
implementation, network design and training. Professional services account for
an immaterial portion of our revenue.

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We generate revenue from contracts with typical durations ranging from one to
three years. We typically invoice our customers annually in advance, and to a
lesser extent quarterly in advance, monthly in advance or multi-year in advance.
We recognize revenue ratably over the life of the contract. Amounts that have
been invoiced are recorded in deferred revenue, or they are recorded in revenue
if the revenue recognition criteria have been met. Subscriptions that are
invoiced annually in advance or multi-year in advance represent a significant
portion of our short-term and long-term deferred revenue in comparison to
invoices issued quarterly in advance or monthly in advance. Accordingly, we
cannot predict the mix of invoicing schedules in any given period.

We generally experience seasonality in terms of when we enter into agreements
with our customers. We typically enter into a higher percentage of agreements
with new customers, as well as renewal agreements with existing customers, in
our second and fourth fiscal quarters. However, because we recognize revenue
ratably over the terms of our subscription contracts, a substantial portion of
the revenue that we report in each period is attributable to the recognition of
deferred revenue relating to agreements that we entered into during previous
periods. Consequently, increases or decreases in new sales or renewals in any
one period may not be immediately reflected as revenue for that period.
Accordingly, the effect of downturns in sales and market acceptance of our
platform, and potential changes in our rate of renewals, may not be fully
reflected in our results of operations until future periods.

Cost of Revenue



Cost of revenue includes expenses related to operating our cloud platform in
data centers, depreciation of our data center equipment, amortization of our
capitalized internal-use software, amortization of intangible assets acquired
through our business acquisitions and allocated overhead expenses (i.e.,
facilities, IT, depreciation expense and amortization expense). Cost of revenue
also includes employee-related expenses, including salaries, bonuses,
stock-based compensation expense and employee benefit expenses associated with
our customer support and cloud operations organizations.

As our customers expand and increase the use of our cloud platform driven by
additional applications and connected devices, our cost of revenue will increase
due to higher bandwidth and data center expenses. However, we expect to continue
to benefit from economies of scale as our customers increase the use of our
cloud platform. We intend to continue to invest additional resources in our
cloud platform and our customer support organizations as we grow our business.
The level and timing of investment in these areas could affect our cost of
revenue in the future.

Gross Profit and Gross Margin



Gross profit, or revenue less cost of revenue, and gross margin, or gross profit
as a percentage of revenue, have been and will continue to be affected by
various factors, including the timing of our acquisition of new customers and
our renewals of and follow-on sales to existing customers, the average sales
price of our services, mix of services offered in our solutions, including new
product introductions, the data center and bandwidth costs associated with
operating our cloud platform, the extent to which we expand our customer support
and cloud operations organizations and the extent to which we can increase the
efficiency of our technology, infrastructure and data centers through
technological improvements. We expect our gross profit to increase in absolute
dollars and our gross margin to increase slightly over the long term, although
our gross profit and gross margin could fluctuate from period to period
depending on the interplay of all of the above factors.

Operating Expenses



Our operating expenses consist of sales and marketing, research and development
and general and administrative expenses. Personnel expenses are the most
significant component of operating expenses and consist of salaries, benefits,
bonuses, stock-based compensation expense and, with respect to sales and
marketing expenses, sales commissions that are recognized as expenses over the
period of benefit. Operating expenses also include overhead expenses for
facilities, IT, depreciation expense and amortization expense.

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Sales and Marketing



Sales and marketing expenses consist primarily of employee compensation and
related expenses, including salaries, bonuses and benefits for our sales and
marketing employees, sales commissions that are recognized as expenses over the
period of benefit, stock-based compensation expense, marketing programs, travel
and entertainment expenses, expenses for conferences and events, amortization of
intangible assets acquired through our business acquisitions and allocated
overhead expenses. We capitalize our sales commissions and associated payroll
taxes and recognize them as expenses over the estimated period of benefit. The
amount recognized in our sales and marketing expenses reflects the amortization
of expenses previously deferred as attributable to each period presented in this
Quarterly Report on Form 10-Q, as described below under "Critical Accounting
Policies and Estimates."

We intend to continue to make significant investments in our sales and marketing
organization to drive additional revenue, further penetrate the market and
expand our global customer base. As a result, we expect our sales and marketing
expenses to continue to increase in absolute dollars and to be our largest
operating expense category for the foreseeable future. In particular, we will
continue to invest in growing and training our sales force, broadening our brand
awareness and expanding and deepening our channel partner relationships.
However, we expect our sales and marketing expenses to decrease as a percentage
of our revenue over the long term, although our sales and marketing expenses may
fluctuate as a percentage of our revenue from period to period due to the timing
and extent of these expenses.

Research and Development

Our research and development expenses support our efforts to add new products,
new features to our existing offerings and to ensure the reliability,
availability and scalability of our solutions. Our cloud platform is
software-driven, and our research and development teams employ software
engineers in the design, and the related development, testing, certification and
support, of these solutions. Accordingly, a majority of our research and
development expenses result from employee-related expenses, including salaries,
bonuses and benefits, stock-based compensation expense and expenses associated
with technology tools used by our engineers. We expect our research and
development expenses to continue to increase in absolute dollars for the
foreseeable future, as we continue to invest in research and development efforts
to enhance the functionality of our cloud platform, improve the reliability,
availability and scalability of our platform and access new customer markets.
However, we expect our research and development expenses to decrease as a
percentage of our revenue over the long term, although our research and
development expenses may fluctuate as a percentage of our revenue from period to
period due to the timing and extent of these expenses.

General and Administrative



General and administrative expenses consist primarily of employee-related
expenses, including salaries and bonuses, stock-based compensation expense and
employee benefit expenses for our finance, legal, human resources and
administrative personnel, as well as professional fees for external legal
services (including certain litigation-related expenses), accounting and other
related consulting services. The litigation-related expenses include
professional fees and related expenses incurred by us in defending or settling
significant claims that we deem not to be in the ordinary course of our business
and, if applicable, accruals related to estimated losses in connection with
these claims. We expect our general and administrative expenses to increase in
absolute dollars for the foreseeable future, as we continue to incur compliance
expenses, and other related expenses necessary to operate as a public company,
and due to any legal matters and related accruals, as further described in Note
9, Commitments and Contingencies, to the condensed consolidated financial
statements included elsewhere in this Quarterly Report on Form 10-Q. However, we
expect our general and administrative expenses to decrease as a percentage of
our revenue over the long term, although our general and administrative expenses
may fluctuate as a percentage of our revenue from period to period due to the
timing and extent of these expenses. In particular, litigation-related expenses
related to significant litigation claims may result in significant fluctuations
from period to period as they are inherently subject to change and difficult to
estimate.

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Interest Expense



Interest expense consists primarily of amortization of debt discount and
issuance costs and recognition of contractual interest expense related to the
Notes. Refer to Note 8, Convertible Senior Notes, of our condensed consolidated
financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Effective August 1, 2022, we adopted ASU 2020-06. The adoption of this standard
resulted in the elimination of the amortization of the debt discount as interest
expense and the portion of the issuance costs initially allocated to equity is
now classified as debt and amortized as interest expense. For further
information, refer to Note 1, Business and Summary of Significant Accounting
Policies, of our condensed consolidated financial statements included elsewhere
in this Quarterly Report on Form 10-Q.

Interest Income

Interest income consists primarily of income earned on our cash equivalents and short-term investments.



Other Income (Expense), Net

Other income (expense), net consists primarily of foreign currency transaction gains and losses and changes in fair value of our non-designated derivative instruments.

Provision for Income Taxes



Our provision for income taxes consists primarily of income and withholding
taxes in the foreign jurisdictions, and U.S. income taxes from a tax law change
related to mandatory capitalization of research and development expenses for tax
years starting January 1, 2022. In the United States, we have recorded deferred
tax assets for which we provide a full valuation allowance, which includes net
operating loss carryforwards and research and development tax credits. We expect
to maintain this full valuation allowance for the foreseeable future as it is
more likely than not that some or all of those deferred tax assets may not be
realized based on our history of losses. Additionally, in the U.K., we have
recorded deferred tax assets for which we provide a full valuation allowance,
which includes net operating loss carryforwards. We expect to maintain this full
valuation allowance for the foreseeable future as it is more likely than not
that some or all of those deferred tax assets may not be realized based on our
history of losses.

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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:



                                                 Three Months Ended January 31,                Six Months Ended January 31,
                                                    2023                  2022                   2023                  2022
                                                                               (in thousands)
Revenue                                      $       387,598          $  

255,563 $ 743,146 $ 486,080 Cost of revenue (1)(2)

                                87,604              57,783                  164,301             109,952
Gross profit                                         299,994             197,780                  578,845             376,128
Operating expenses:
Sales and marketing (1)(2)                           235,945             175,073                  464,781             328,859
Research and development (1)(2)                       85,765              69,195                  160,711             134,411
General and administrative (1)                        43,522              37,444                   87,678              71,161
Total operating expenses                             365,232             281,712                  713,170             534,431
Loss from operations                                 (65,238)            (83,932)                (134,325)           (158,303)
Interest income                                       12,669                 557                   20,534               1,030
Interest expense (3)                                  (1,333)            (14,040)                  (2,664)            (27,875)
Other income (expense), net                              141                (844)                    (722)             (1,433)
Loss before income taxes                             (53,761)            (98,259)                (117,177)           (186,581)
Provision for income taxes                             3,692               2,161                    8,438               4,640
Net loss                                     $       (57,453)         $ (100,420)         $      (125,615)         $ (191,221)


(1) Includes stock-based compensation expense and related payroll taxes as follows:
Cost of revenue                         $    9,595          $    5,766          $   18,256          $   11,085
Sales and marketing                         55,213              47,666             110,682              91,130
Research and development                    29,380              30,000              54,613              58,570
General and administrative                  17,330              20,613              36,603              39,354
Total                                   $  111,518          $  104,045          $  220,154          $  200,139

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

$    2,175          $    2,000          $    4,114          $    4,056
Sales and marketing                          178                 178                 356                 348
Research and development                     198                  53                 633                  53
Total                                 $    2,551          $    2,231          $    5,103          $    4,457


(3) Includes amortization of debt
discount and issuance costs as         $      973          $   13,680          $    1,945          $   27,156
follows:


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                                                             Three Months Ended January 31,                             Six Months Ended January 31,
                                                         2023                              2022                     2023                             2022
Revenue                                                  100%                              100%                     100%                             100%
Cost of revenue                                           23                                23                       22                               23
Gross margin                                              77                                77                       78                               77
Operating expenses
Sales and marketing                                       61                                68                       62                               68
Research and development                                  22                                27                       22                               28
General and administrative                                11                                15                       12                               14
Total operating expenses                                  94                                110                      96                               110
Operating margin                                         (17)                              (33)                     (18)                             (33)
Interest income                                            3                                 -                       3                                 1
Interest expense                                           -                                (5)                     (1)                               (6)
Other income (expense), net                                -                                 -                       -                                 -
Loss before income taxes                                 (14)                              (38)                     (16)                             (38)
Provision for income taxes                                 1                                 1                       1                                 1
Net loss                                                 (15)%                             (39)%                   (17)%                             (39)%





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Comparison of the Three Months Ended January 31, 2023 and 2022



Revenue
                   Three Months Ended January 31,                    Change
                         2023                    2022             $            %

                                   (in thousands)
Revenue     $        387,598                  $ 255,563      $ 132,035        52  %




Revenue increased by $132.0 million, or 52%, for the three months ended January
31, 2023, compared to the three months ended January 31, 2022. The increase in
revenue was driven by an increase in users and sales of additional subscriptions
to existing customers, which contributed $89.9 million in additional revenue.
The remainder of the increase was primarily attributable to the addition of new
customers, as we increased our customer base by 16% from January 31, 2022 to
January 31, 2023.

Cost of Revenue and Gross Margin


                         Three Months Ended January 31,                   Change
                         2023                          2022            $            %

                                        (in thousands)
Cost of revenue   $       87,604                    $ 57,783       $ 29,821        52  %
Gross margin                  77   %                      77  %


Cost of revenue increased by $29.8 million, or 52%, for the three months ended
January 31, 2023, compared to the three months ended January 31, 2022. The
overall increase in cost of revenue was driven primarily by the expanded use of
our cloud platform by existing and new customers, which led to an increase of
$15.0 million for data center and equipment related costs for hosting and
operating our cloud platform. Additionally, our employee-related expenses
increased by $11.6 million, inclusive of an increase of $3.9 million in
stock-based compensation expense, driven primarily by a 41% increase in
headcount in our customer support and cloud operations organizations from
January 31, 2022 to January 31, 2023. The remainder of the increase was
primarily attributable to increased expenses of $2.0 million for facility and IT
services.

Gross margin remained unchanged at 77% for each of the three months ended
January 31, 2023 and 2022.

Operating Expenses

Sales and Marketing Expenses
                                          Three Months Ended January 31,                         Change
                                            2023                    2022                 $                   %

                                                           (in thousands)
Sales and marketing expenses         $        235,945          $   175,073          $  60,872                  35  %


Sales and marketing expenses increased by $60.9 million, or 35%, for the three
months ended January 31, 2023, compared to the three months ended January 31,
2022. The increase was primarily due to a 39% increase in headcount from January
31, 2022 to January 31, 2023, resulting in an increase of $47.1 million in
employee-related expenses, inclusive of an increase of $9.6 million in
stock-based compensation expense and an increase of $10.6 million in sales
commissions expense. The remainder of the increase was primarily attributable to
increased expenses of $4.7 million for facility and IT services, $3.4 million in
travel expense and $2.9 million in marketing and advertising expense.

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Research and Development Expenses


                                            Three Months Ended January 31,                         Change
                                              2023                    2022                 $                   %

                                                             (in thousands)

Research and development expenses $ 85,765 $ 69,195 $ 16,570

                  24  %


Research and development expenses increased by $16.6 million, or 24%, for the
three months ended January 31, 2023, compared to the three months ended January
31, 2022, as we continued to develop and enhance the functionality of our cloud
platform and integrate technologies acquired through our business combinations.
The increase was primarily driven by an increase of $14.8 million in
employee-related expenses. This increase in employee-related expenses was driven
by a 46% increase in headcount from January 31, 2022 to January 31, 2023. The
remainder of the increase in research and development expenses was primarily
attributable to increased expenses of $3.7 million in facility, software and
equipment related expenses to support our growth. The net increase was offset by
higher capitalized internal-use software development costs of $3.2 million to
support the enhancement and growth of our cloud platform.

General and Administrative Expenses


                                              Three Months Ended January 31,                         Change
                                                2023                    2022                 $                   %

                                                               (in thousands)

General and administrative expenses $ 43,522 $ 37,444 $ 6,078

                  16  %


General and administrative expenses increased by $6.1 million, or 16%, for the
three months ended January 31, 2023, compared to the three months ended January
31, 2022. The overall increase was primarily due to an increase of $5.1 million
in employee-related expenses, excluding stock-based compensation expense which
decreased by $3.2 million in the three months ended January 31, 2023. The
decrease in stock-based compensation expense was primarily as a result of an
executive award for which the vesting term was completed in the quarter ended
October 31, 2022. The increase in employee-related expenses was driven in part
by a 45% increase in headcount from January 31, 2022 to January 31, 2023. The
remainder of the increase was primarily attributable to increased expenses of
$1.7 million for professional services and the rise of miscellaneous expenses to
support the growth of our business.

Interest Income
                            Three Months Ended January 31,                      Change
                                   2023                       2022          $             %

                                           (in thousands)
Interest income   $             12,669                       $ 557      $ 12,112       2,175  %


Interest income increased by $12.1 million for the three months ended January
31, 2023, compared to the three months ended January 31, 2022. The increase was
primarily driven by higher interest rates and our increased balance of cash
equivalents and short-term investments.

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Interest Expense
                            Three Months Ended January 31,                    Change
                                  2023                    2022             $            %

                                            (in thousands)
Interest expense     $        (1,333)                  $ (14,040)     $ (12,707)      (91) %


Interest expense decreased by $12.7 million for the three months ended January
31, 2023, compared to the three months ended January 31, 2022. The decrease in
interest expense was primarily due to the derecognition of the unamortized debt
discount as a result of the adoption of ASU 2020-06. For further information
refer to Note 1, Business and Summary of Significant Accounting Policies, of our
condensed consolidated financial statements included elsewhere in this Quarterly
Report on Form 10-Q.

Other Income (expense), net
                                      Three Months Ended January 31,                   Change
                                             2023                      2022         $          %

                                                    (in thousands)
Other income (expense), net   $          141                         $ (844)     $ 985       117  %


Other income (expense), net increased by $1.0 million for the three months ended
January 31, 2023 compared to the three months ended January 31, 2022. The
increase was primarily driven by fluctuations in foreign currency transactions
gains and losses.

Provision for Income Taxes
                                      Three Months Ended January 31,                    Change
                                             2023                     2022           $           %

                                                     (in thousands)
Provision for income taxes    $          3,692                      $ 2,161      $ 1,531        71  %


Our provision for income taxes increased by $1.5 million for the three months
ended January 31, 2023, compared to the three months ended January 31, 2022. The
increase in the provision for income taxes for the three months ended January
31, 2023 was due to the increase in our pre-tax income in the foreign
jurisdictions in which we conduct business, and the impact of a tax law change
related to mandatory capitalization of research and development expenses in the
U.S. for tax-purposes, which was enacted as part of the Tax Cuts and Jobs Act of
2017 and became effective on January 1, 2022.

Our provision for income taxes for interim periods is determined using an
estimate of our annual effective tax rate, adjusted for discrete items, if any,
that arise during the period. Each fiscal quarter, we update our estimate of the
annual effective tax rate, and if the estimated annual effective tax rate
changes, we make a cumulative adjustment in such period.

Our quarterly tax provision, and estimate of our annual effective tax rate, is
subject to variation due to several factors, including variability in pre-tax
income or loss, the mix of jurisdictions to which such income relates, changes
in how we do business and tax law developments. Our estimated annual effective
tax rate for the year differs from the U.S. statutory rate of 21% primarily due
to the benefit of a portion of our earnings being taxed at rates lower than the
U.S. statutory rate.

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The realization of deferred tax assets is dependent upon the generation of
sufficient taxable income of the appropriate character in future periods. We
assess our ability to realize our deferred tax assets on a quarterly basis and
we establish a valuation allowance if it is more-likely-than-not that some
portion of the deferred tax assets will not be realized. We weigh all available
positive and negative evidence, including our earnings history and results of
recent operations, scheduled reversals of deferred tax liabilities, projected
future taxable income and tax planning strategies. Due to the weight of
objectively verifiable negative evidence, including our history of losses in
certain jurisdictions, we believe that it is more likely than not that our U.S.
federal, state, and U.K. deferred tax assets will not be realized. Accordingly,
we have maintained a valuation allowance on our U.S. federal, state, and U.K.
deferred tax assets.

Comparison of the Six Months Ended January 31, 2023 and 2022



Revenue
                   Six Months Ended January 31,                   Change
                       2023                   2022             $            %

                                 (in thousands)
Revenue     $       743,146                $ 486,080      $ 257,066        53  %




Revenue increased by $257.1 million, or 53%, for the six months ended January
31, 2023, compared to the six months ended January 31, 2022. The increase in
revenue was driven by an increase in users and sales of additional subscriptions
to existing customers, which contributed $187.0 million in additional revenue.
The remainder of the increase was primarily attributable to the addition of new
customers, as we increased our customer base by 16% from January 31, 2022 to
January 31, 2023.

Cost of Revenue and Gross Margin


                         Six Months Ended January 31,                  Change
                         2023                       2022            $            %

                                       (in thousands)
Cost of revenue   $      164,301                $ 109,952       $ 54,349        49  %
Gross margin                  78   %                   77  %


Cost of revenue increased by $54.3 million, or 49%, for the six months ended
January 31, 2023, compared to the six months ended January 31, 2022. The overall
increase in cost of revenue was driven primarily by the expanded use of our
cloud platform by existing and new customers, which led to an increase of $26.9
million for data center and equipment related costs for hosting and operating
our cloud platform. Additionally, our employee-related expenses increased by
$21.6 million, inclusive of an increase of $7.4 million in stock-based
compensation expense, driven primarily by a 41% increase in headcount in our
customer support and cloud operations organizations from January 31, 2022 to
January 31, 2023. The remainder of the increase was primarily attributable to
increased expenses of $3.8 million for facility and IT services.

Gross margin increased from 77% for the six months ended January 31, 2022 to 78% for the six months ended January 31, 2023. The increase in gross margin is primarily due to additional hardware costs incurred in the six months ended January 31, 2022.





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Operating Expenses

Sales and Marketing Expenses
                                        Six Months Ended January 31,                   Change
                                            2023                   2022             $            %

                                                      (in thousands)
Sales and marketing expenses     $       464,781                $ 328,859      $ 135,922        41  %


Sales and marketing expenses increased by $135.9 million, or 41%, for the six
months ended January 31, 2023, compared to the six months ended January 31,
2022. The increase was primarily due to a 39% increase in headcount from January
31, 2022 to January 31, 2023, resulting in an increase of $95.9 million in
employee-related expenses, inclusive of an increase of $22.5 million in
stock-based compensation expense and an increase of $21.9 million in sales
commissions expense. The remainder of the increase was primarily attributable to
increased expenses of $11.9 million in travel expense, $11.0 million in
marketing and advertising expense, $10.7 million for facility and IT services
and $2.2 million for professional services.

Research and Development Expenses


                                            Six Months Ended January 31,                          Change
                                              2023                   2022                 $                   %

                                                             (in thousands)

Research and development expenses $ 160,711 $ 134,411

$  26,300                  20  %


Research and development expenses increased by $26.3 million, or 20%, for the
six months ended January 31, 2023, compared to the six months ended January 31,
2022, as we continued to develop and enhance the functionality of our cloud
platform and integrate technologies acquired through our business combinations.
The increase was primarily driven by an increase of $25.8 million in
employee-related expenses, excluding stock-based compensation expense which
decreased in the six months ended January 31, 2023. This increase in
employee-related expenses was driven by a 46% increase in headcount from January
31, 2022 to January 31, 2023. The remainder of the increase in research and
development expenses was primarily attributable to increased expenses of $7.3
million in facility, software and equipment related expenses to support our
growth. These increases were partially offset by a decrease in stock-based
compensation expense of $2.4 million, primarily as a result of the resignation
of our President, who led research and development activities, in October 2022
which resulted in the reversal of $9.9 million of stock-based compensation
expense associated with the cancellation of unvested incentive equity awards in
the six months ended January 31, 2023. The net increase was further offset by
higher capitalized internal-use software development costs of $7.4 million to
support the enhancement and growth of our cloud platform.

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General and Administrative Expenses


                                              Six Months Ended January 31,                          Change
                                                2023                   2022                 $                   %

                                                               (in thousands)

General and administrative expenses $ 87,678 $ 71,161 $ 16,517

                  23  %


General and administrative expenses increased by $16.5 million, or 23%, for the
six months ended January 31, 2023, compared to the six months ended January 31,
2022. The overall increase was primarily due to an increase of $7.8 million in
employee-related expenses, excluding stock-based compensation expense which
decreased by $1.6 million in the six months ended January 31, 2023. The decrease
in stock-based compensation expense was primarily as a result of an executive
award for which the vesting term was completed in the quarter ended October 31,
2022. The increase in employee-related expenses was driven in part by a 45%
increase in headcount from January 31, 2022 to January 31, 2023. The remainder
of the increase was primarily attributable to increased expenses of $4.6 million
for professional services, $2.1 million for facility related expenses and the
rise of miscellaneous expenses to support the growth of our business.

Interest Income
                          Six Months Ended January 31,                    Change
                               2023                    2022           $             %

                                        (in thousands)
Interest income   $         20,534                   $ 1,030      $ 19,504       1,894  %

Interest income increased by $19.5 million for the six months ended January 31, 2023, compared to the six months ended January 31, 2022. The increase was primarily driven by higher interest rates and our increased balance of cash equivalents and short-term investments.



Interest Expense
                            Six Months Ended January 31,                  Change
                                2023                   2022            $            %

                                          (in thousands)
Interest expense     $       (2,664)                $ (27,875)     $ 25,211       (90) %


Interest expense decreased by $25.2 million for the six months ended January 31,
2023, compared to the six months ended January 31, 2022. The decrease in
interest expense was primarily due to the derecognition of the unamortized debt
discount as a result of the adoption of ASU 2020-06. For further information
refer to Note 1, Business and Summary of Significant Accounting Policies, of our
condensed consolidated financial statements included elsewhere in this Quarterly
Report on Form 10-Q.

Other Expense, Net
                               Six Months Ended January 31,                 Change
                                    2023                   2022          $          %

                                           (in thousands)
Other expenses, net     $       (722)                   $ (1,433)     $ 711        50  %


Other expenses, net decreased by $0.7 million for the six months ended January
31, 2023 compared to the six months ended January 31, 2022. The decrease was
primarily driven by fluctuations in foreign currency transactions gains and
losses.

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Provision for Income Taxes
                                     Six Months Ended January 31,                   Change
                                           2023                   2022           $           %

                                                   (in thousands)
Provision for income taxes    $        8,438                    $ 4,640      $ 3,798        82  %


Our provision for income taxes increased by $3.8 million for the six months
ended January 31, 2023, compared to the six months ended January 31, 2022. The
increase in the provision for income taxes for the six months ended January 31,
2023 was due to the increase in our pre-tax income in the foreign jurisdictions
in which we conduct business, and the impact of a tax law change related to
mandatory capitalization of research and development expenses in the U.S. for
tax-purposes, which was enacted as part of the Tax Cuts and Jobs Act of 2017 and
became effective on January 1, 2022.

Our provision for income taxes for interim periods is determined using an
estimate of our annual effective tax rate, adjusted for discrete items, if any,
that arise during the period. Each fiscal quarter, we update our estimate of the
annual effective tax rate, and if the estimated annual effective tax rate
changes, we make a cumulative adjustment in such period.

Our quarterly tax provision, and estimate of our annual effective tax rate, is
subject to variation due to several factors, including variability in pre-tax
income or loss, the mix of jurisdictions to which such income relates, changes
in how we do business and tax law developments. Our estimated annual effective
tax rate for the year differs from the U.S. statutory rate of 21% primarily due
to the benefit of a portion of our earnings being taxed at rates lower than the
U.S. statutory rate.

The realization of deferred tax assets is dependent upon the generation of
sufficient taxable income of the appropriate character in future periods. We
assess our ability to realize our deferred tax assets on a quarterly basis and
we establish a valuation allowance if it is more-likely-than-not that some
portion of the deferred tax assets will not be realized. We weigh all available
positive and negative evidence, including our earnings history and results of
recent operations, scheduled reversals of deferred tax liabilities, projected
future taxable income and tax planning strategies. Due to the weight of
objectively verifiable negative evidence, including our history of losses in
certain jurisdictions, we believe that it is more likely than not that our U.S.
federal, state, and U.K. deferred tax assets will not be realized. Accordingly,
we have maintained a valuation allowance on our U.S. federal, state, and U.K.
deferred tax assets.

Liquidity and Capital Resources



As of January 31, 2023, our principal sources of liquidity were cash, cash
equivalents and short-term investments totaling $1,905.3 million which were held
for working capital and general corporate purposes. Our cash equivalents and
investments consist of highly liquid investments in money market funds, U.S.
treasury securities, U.S. government agency securities and corporate debt
securities.

In June 2020, we completed the private offering of the Notes with an aggregate
principal amount of $1,150.0 million. The total net proceeds from the offering,
after deducting initial purchase discount and issuance costs, was $1,130.5
million. In connection with the Notes, we entered into the Capped Call
transactions which are expected to reduce the potential dilution of our common
stock upon any conversion of the Notes and/or offset any cash payments we could
be required to make in excess of the principal amount of converted Notes. We
used an aggregate amount of $145.2 million of the net proceeds of the Notes to
purchase the Capped Calls.

We have generated significant losses from operations, as reflected in our
accumulated deficit of $1,013.7 million as of January 31, 2023. We expect to
continue to incur operating losses and have in the past and may in the future
generate negative cash flows due to expected investments to grow our business,
including potential business acquisitions and other strategic transactions.

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We believe that our existing cash, cash equivalents and short-term investments
will be sufficient to fund our operating and capital needs for at least the next
12 months from the issuance of our financial statements. Our foreseeable cash
needs, in addition to our recurring operating costs, include our expected
capital expenditures to support expansion of our infrastructure and workforce,
lease obligations, purchase commitments, potential business acquisitions and
other strategic transactions. Our assessment of the period of time through which
our financial resources will be adequate to support our operations is a
forward-looking statement and involves risks and uncertainties. Our actual
results could vary as a result of, and our future capital requirements, both
near-term and long-term, will depend on, many factors, including our growth
rate, the timing and extent of spending to support our research and development
efforts, the expansion of sales and marketing and international operating
activities, the timing of new introductions of solutions or features, and the
continuing market acceptance of our services, the impact of macroeconomic
conditions, such as high inflation and recessionary environments, and the impact
of COVID-19 pandemic to our and our customers', vendors' and partners'
businesses. We have and may in the future enter into arrangements to acquire or
invest in complementary businesses, services and technologies, including
intellectual property rights. We have based this estimate on assumptions that
may prove to be wrong, and we could use our available capital resources sooner
than we currently expect. Additionally, some of the factors that may influence
our operations are not within our control, such as general economic conditions,
geopolitical developments and the impact of the COVID-19 pandemic. We may be
required to seek additional equity or debt financing. In the event that
additional financing is required from outside sources, we may not be able to
raise it on terms acceptable to us or at all. If we are unable to raise
additional capital when desired, or if we cannot expand our operations or
otherwise capitalize on our business opportunities because we lack sufficient
capital, our business, operating results and financial condition would be
adversely affected.

We typically invoice our customers annually in advance, and to a lesser extent
quarterly in advance, monthly in advance or multi-year in advance. Therefore, a
substantial source of our cash is from such prepayments, which are included on
our consolidated balance sheets as a contract liability. Deferred revenue
consists of the unearned portion of billed fees for our subscriptions, which is
subsequently recognized as revenue in accordance with our revenue recognition
policy. As of January 31, 2023, we had deferred revenue of $1,111.9 million, of
which $1,000.4 million was recorded as a current liability and is expected to be
recorded as revenue in the next 12 months, provided all other revenue
recognition criteria have been met. Subscriptions that are invoiced annually in
advance or multi-year in advance contribute significantly to our short-term and
long-term deferred revenue in comparison to our invoices issued quarterly in
advance or monthly in advance. Accordingly, we cannot predict the mix of
invoicing schedules in any given period.

As of January 31, 2023, we did not have any relationships with unconsolidated
organizations or financial partnerships, such as structured finance or special
purpose entities, which would have been established for the purpose of
facilitating off-balance sheet arrangements or other contractually narrow or
limited purposes.

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



                                                                   Six Months Ended January 31,
                                                                     2023                   2022

                                                                          (in thousands)
Net cash provided by operating activities                     $       217,938          $   141,533
Net cash provided by (used in) investing activities           $        12,352          $   (23,940)
Net cash provided by financing activities                     $        

13,512 $ 16,328


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Operating Activities



Net cash provided by operating activities during the six months ended January
31, 2023 was $217.9 million, which resulted from a net loss of $125.6 million,
adjusted for non-cash charges of $305.3 million and net cash inflows of $38.2
million from changes in operating assets and liabilities. Non-cash charges
primarily consisted of $214.9 million for stock-based compensation expense,
$46.1 million for amortization of deferred contract acquisition costs, $25.2
million for depreciation and amortization expense, $15.0 million for non-cash
operating lease costs and $5.1 million for amortization expense of acquired
intangible assets. Net cash inflows from changes in operating assets and
liabilities were primarily the result of an increase of $90.9 million in
deferred revenue, a decrease of $40.8 million in accounts receivable, primarily
due to timing of billings and collections, an increase of $5.9 million in
accrued expenses, other current and noncurrent liabilities and an increase of
$5.2 million in accounts payable. Net cash inflows were partially offset by cash
outflows resulting from an increase of $64.2 million in deferred contract
acquisition costs, a decrease of $17.7 million in accrued compensation, a
decrease of $14.9 million in operating lease liabilities and an increase of $7.8
million in prepaid expenses, other current and noncurrent assets.

Net cash provided by operating activities during the six months ended January
31, 2022 was $141.5 million, which resulted from a net loss of $191.2 million,
adjusted for non-cash charges of $287.3 million and net cash inflows of $45.5
million from changes in operating assets and liabilities. Non-cash charges
primarily consisted of $188.9 million for stock-based compensation expense,
$31.0 million for amortization of deferred contract acquisition costs, $27.2
million for amortization of debt discount and issuance costs, $19.0 million for
depreciation and amortization expense, $12.4 million for non-cash operating
lease costs, $4.7 million for amortization of investment premiums, net of
accretion of purchase discounts and $4.5 million for amortization expense of
acquired intangible assets. Net cash inflows from changes in operating assets
and liabilities were primarily the result of an increase of $129.6 million in
deferred revenue, primarily from advanced invoicing in accordance with our
subscription contracts, an increase of $5.0 million in accrued expenses, other
current and noncurrent liabilities and a decrease of $4.9 million in prepaid
expenses, other current and noncurrent assets. Net cash inflows were partially
offset by cash outflows resulting from an increase of $58.5 million in deferred
contract acquisition costs, as our sales commission payments increased due to
addition of new customers, and expansion of our existing customer subscriptions,
an increase of $12.6 million in accounts receivable, primarily due to timing of
billings and collections, a decrease of $13.0 million in operating lease
liabilities and an decrease of $9.8 million in accrued compensation.

Investing Activities



Net cash provided by investing activities during the six months ended January
31, 2023 of $12.4 million was primarily attributable to the purchases of
short-term investments of $513.7 million and capital expenditures of $59.5
million, primarily to support the growth and expansion of our cloud platform.
These activities were partially offset by proceeds from the maturity of
short-term investments of $586.8 million.

Net cash used in investing activities during the six months ended January 31,
2022 of $23.9 million was primarily attributable to the purchases of short-term
investments of $624.3 million, capital expenditures of $28.7 million, primarily
to support the growth and expansion of our cloud platform. These activities were
partially offset by proceeds from the maturity of short-term investments of
$629.4 million.





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Financing Activities



Net cash provided by financing activities of $13.5 million during the six months
ended January 31, 2023 was primarily attributable to $11.4 million in proceeds
from the issuance of common stock under the ESPP and $2.1 million from proceeds
from the exercise of stock options.

Net cash provided by financing activities of $16.3 million during the six months
ended January 31, 2022 was primarily attributable to $11.5 million in proceeds
from the issuance of common stock under the ESPP and $4.9 million from proceeds
from the exercise of stock options.

Contractual Obligations and Commitments



During the six months ended January 31, 2022, there have been no material
changes outside the ordinary course of business to our contractual obligations
and commitments from those disclosed in Management's Discussion and Analysis of
Financial Condition and Results of Operations, set forth in Part II, Item 7, of
our Fiscal 2022 Form 10-K.

Critical Accounting Policies and Estimates



Our financial statements are prepared in accordance with GAAP. The preparation
of these financial statements requires us to make estimates and assumptions that
affect the reported amounts of assets, liabilities, revenue and expenses, as
well as related disclosures. We evaluate our estimates and assumptions on an
ongoing basis. Our estimates are based on historical experience and various
other assumptions that we believe to be reasonable under the circumstances. Our
actual results could differ from these estimates. We refer to accounting
estimates of this type as critical accounting policies and estimates, which we
discuss below.

Our significant accounting policies are discussed in Note 1, Business and
Summary of Significant Accounting Policies, of our consolidated financial
statements included in our Fiscal 2022 Form 10-K. There have been no significant
changes to these policies for the six months ended January 31, 2023, except as
described in Note 1, Business and Summary of Significant Accounting Policies to
our condensed consolidated financial statements included elsewhere in this
Quarterly Report on Form 10-Q.

Recently Issued Accounting Pronouncements



Refer to Note 1, Business and Summary of Significant Accounting Policies, to the
condensed consolidated financial statements included elsewhere in this Quarterly
Report on Form 10-Q for more information regarding recently issued accounting
pronouncements.

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