UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________

FORM 8-K

_______________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2023

_______________________________________________________________

Guidewire Software, Inc.

(Exact name of registrant as specified in its charter)

_______________________________________________________________

Delaware	001-35394	36-4468504		
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)		
incorporation)				
	970 Park Place, Suite 200			
	San Mateo, CA 94403			
	(Address of principal executive offices, including zip code)			
	(650) 357-9100			
	(Registrant’s telephone number, including area code)			
	2850 South Delaware Street, Suite 400			
	San Mateo, California 94403			
	(Former name or former address, if changed since last report)			

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered	
Common Stock, $0.0001 par value	GWRE	New York Stock Exchange	

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02	Results of Operations and Financial Condition.

On June 1, 2023, Guidewire Software, Inc. (the "Company") issued a press release announcing unaudited financial results for the fiscal quarter ended April 30, 2023. A copy of the press release is attached as Exhibit 99.1.

In accordance with General Instruction B.2 on Form 8-K, certain of the information in this Current Report on Form 8-K, including Exhibit 99.1, is being furnished under Item 2.02 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

	Item 9.01	Financial Statements and Exhibits.	
	(d) Exhibits.		
	Exhibit No.	Description of Exhibits	
99.1	Press release dated June 1, 2023 titled "Guidewire Announces Third Quarter Fiscal Year 2023 Financial Results"	
				
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)	

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GUIDEWIRE SOFTWARE, INC.

By:	/s/ JEFF COOPER	
	Jeff Cooper	
	Chief Financial Officer	
Date:	June 1, 2023	

Exhibit 99.1

Guidewire Announces Third Quarter Fiscal Year 2023 Financial Results

SAN MATEO, Calif., June 1, 2023 - Guidewire (NYSE: GWRE) today announced its financial results for the fiscal quarter ended April 30, 2023.

“The third quarter was highlighted by eight cloud deals and significantly better than expected subscription and support gross margins. We are raising our overall profitability expectations for the year as higher cloud margins and ongoing cost discipline outweigh lower services revenue and margin,” said Mike Rosenbaum, chief executive officer, Guidewire. “Our continued momentum is driven by the product leadership we have established with InsuranceSuite and Guidewire Cloud.”

Third Quarter Fiscal Year 2023 Financial Highlights

Revenue

•	Total revenue for the third quarter of fiscal year 2023 was $207.5 million, an increase of 5% from the same quarter in fiscal year 2022. Subscription and support revenue was $107.5 million, an increase of 24%; services revenue was $49.4 million, a decrease of 13%; and license revenue was $50.6 million, a decrease of 6%.

•	As of April 30, 2023, annual recurring revenue, or ARR, was $722 million, compared to $664 million as of July 31, 2022. ARR results for interim quarterly periods in fiscal year 2023 are based on actual currency rates at the end of fiscal year 2022, held constant throughout the year.

Profitability

•	GAAP loss from operations was $57.8 million for the third quarter of fiscal year 2023, compared with $62.4 million for the same quarter in fiscal year 2022.

•	Non-GAAP loss from operations was $12.2 million for the third quarter of fiscal year 2023, compared with $24.9 million for the same quarter in fiscal year 2022.

•	GAAP net loss was $45.6 million for the third quarter of fiscal year 2023, compared with $57.4 million for the same quarter in fiscal year 2022. GAAP net loss per share was $0.56, based on diluted weighted average shares outstanding of 81.8 million, compared to a GAAP net loss per share of $0.69 for the same quarter in fiscal year 2022, based on diluted weighted average shares outstanding of 83.7 million.

•	Non-GAAP net loss was $6.4 million for the third quarter of fiscal year 2023, compared with $21.8 million for the same quarter in fiscal year 2022. Non-GAAP net loss per share was $0.08, based on diluted weighted average shares outstanding of 81.8 million, compared to a Non-GAAP net loss per share of $0.26 for the same quarter in fiscal year 2022, based on diluted weighted average shares outstanding of 83.7 million.

Liquidity and Capital Resources

•	The Company had $806.9 million in cash, cash equivalents, and investments at April 30, 2023, compared to $1.2 billion at July 31, 2022. The Company used $134.8 million in cash from operations during the nine months ended April 30, 2023.

•	The September 2022 accelerated share repurchase program was finalized in February 2023 with 3,229,479 total shares repurchased at an average price of $61.93 per share. Additionally the Company repurchased 207,191 shares at an average price of $77.19 per share during the third quarter of fiscal year 2023. As of April 30, 2023, $184.0 million remains under the September 2022 authorized and approved $400 million share repurchase program.

Business Outlook

Guidewire is issuing the following outlook for the fourth quarter of fiscal year 2023 based on current expectations:

•	ARR between $745 million and $755 million

•	Total revenue between $255 million and $265 million

•	Operating income (loss) between $(7) million and $3 million

•	Non-GAAP operating income (loss) between $29 million and $39 million

Guidewire is issuing the following updated outlook for fiscal year 2023 based on current expectations:

•	ARR between $745 million and $755 million

•	Total revenue between $890 million and $900 million

•	Operating income (loss) between $(163) million and $(153) million

•	Non-GAAP operating income (loss) between $(4) million and $6 million

•	Operating cash flow between $10 million and $40 million

Conference Call Information

What:	Guidewire Third Quarter Fiscal Year 2023 Financial Results Conference Call	
When:	Thursday, June 1, 2023	
Time:	2:00 p.m. PT (5:00 p.m. ET)	
Live Call:	(877)	704-4453, Domestic	
Live Call:	(201)	389-0932, International	
Replay:	(844)	512-2921, Passcode 13738628, Domestic	
Replay	(412)	317-6671, Passcode 13738628, International	
Webcast:	http://ir.guidewire.com/ (live and replay)	

The webcast will be archived on Guidewire’s website ( www.guidewire.com) for a period of three months.

Non-GAAP Financial Measures and Other Metrics

This press release contains the following non-GAAP financial measures: non-GAAP gross profit, non -GAAP income (loss) from operations, non-GAAP net income (loss), non-GAAP tax provision (benefit), non-GAAP net income (loss) per share, and free cash flow. Non-GAAP gross profit and non-GAAP income (loss) from operations exclude stock-based compensation, amortization of intangibles, and acquisition consideration holdback. Non-GAAP net income (loss), non-GAAP tax provision (benefit), and non-GAAP net income (loss) per share also exclude the amortization of debt discount and issuance costs from our convertible notes, net impact of assignment of lease agreement, changes in fair value of our strategic investments, and the related tax effects of the non-GAAP adjustments. Free cash flow consists of net cash flow provided by (used in) operating activities less cash used for purchases of property and equipment and capitalized software development costs. These non-GAAP measures enable us to analyze our financial performance without the effects of certain non-cash items such as amortization, stock-based compensation, net impact of assignment of lease agreement, and changes in fair value of strategic investments.

Annual recurring revenue ("ARR") is used to quantify the annualized recurring value outlined in active customer contracts at the end of a reporting period. ARR includes the annualized recurring value of term licenses, subscription agreements, support contracts, and hosting agreements based on customer contracts, which may not be the same as the timing and amount of revenue recognized. All components of the licensing and other arrangements that are not expected to recur (primarily perpetual licenses and professional services) are excluded. In some arrangements with multiple performance obligations, a portion of recurring license and support or subscription contract value is allocated to services revenue for revenue recognition purposes, but does not get allocated for purposes of calculating ARR. This revenue allocation only impacts the initial term of the contract. This means that as we increase arrangements with multiple performance obligations that include services at discounted rates, more of the total contract value will be recognized as

services revenue, but our reported ARR amount will not be impacted. During the nine months ended April 30, 2023, the recurring license and support or subscription contract value recognized as services revenue was $22.4 million.

Guidewire believes that these non-GAAP financial measures and other metrics provide useful information to management and investors regarding certain financial and business trends relating to Guidewire’s financial condition and results of operations. The Company’s management uses these non-GAAP measures and other metrics to compare the Company’s performance to that of prior periods for trend analysis, for purposes of determining executive and senior management incentive compensation, and for budgeting and planning purposes. The Company believes that the use of these non- GAAP financial measures and other metrics provides an additional tool for investors to use in evaluating ongoing operating results and trends and in comparing the Company’s financial measures with other software companies, many of which present similar non-GAAP financial measures and other metrics to investors.

Management of the Company does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. Guidewire urges investors to review the reconciliation of its non-GAAP financial measures to the comparable GAAP financial measures, which it includes in press releases announcing quarterly financial results, including the financial tables at the end of this press release, and not to rely on any single financial measure to evaluate the Company’s business.

About Guidewire

Guidewire is the platform P&C insurers trust to engage, innovate, and grow efficiently. We combine digital, core, analytics, and AI to deliver our platform as a cloud service. More than 500 insurers in 38 countries, from new ventures to the largest and most complex in the world, run on Guidewire.

As a partner to our customers, we continually evolve to enable their success. We are proud of our unparalleled implementation track record, with 1,000+ successful projects, supported by the largest R&D team and partner ecosystem in the industry. Our marketplace provides hundreds of applications that accelerate integration, localization, and innovation.

For more information, please visit www.guidewire.com and follow us on twitter: @Guidewire_PandC and LinkedIn.

NOTE: For information about Guidewire’s trademarks, visit https://www.guidewire.com/legal-notices.

Cautionary Language Concerning Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding our financial outlook and our future business momentum regarding our cloud sales, profitability expectations, gross and cloud margins, ongoing cost discipline, and our associated product leadership, vision and strategy. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward -looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Guidewire’s control. Guidewire’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to, risks detailed in Guidewire’s most recent Forms 10-K and 10- Q filed with the Securities and Exchange Commission as well as other documents that may be filed by the Company from time to time with the Securities and Exchange Commission. In particular, the following factors, among others, could cause results to differ materially from those expressed or implied by such forward-looking statements: quarterly and annual operating results may fluctuate more than expected; seasonal and other variations related to our customer agreements and related revenue recognition may cause significant fluctuations in our results of operations, ARR, and cash flows; our reliance on sales to and renewals from a relatively small number of large customers for a substantial portion of our revenue; our ability to successfully manage any changes to our business model, including the transition of our products to cloud offerings and the costs related to cloud operations and security; the timing, success, and number of professional services engagements and the billing rates and utilization of our professional services employees and contractors; recent global events (including, without limitation, global pandemics, the ongoing conflict between Russia and Ukraine, escalating tensions in the South China Sea, inflation higher than we have seen in decades, bank failures and associated financial instability and crises, and supply chain issues) and their impact on our employees and our business and the businesses of our customers, system integrator (“SI”) partners, and vendors; data security breaches of our cloud-based services or products or unauthorized access to our customers’ data, particularly in connection with our transition to a hybrid in-person and remote workforce; our competitive environment and changes thereto; our services revenue produces lower gross margins than our license, subscription and support revenue; our product development and sales cycles are lengthy and may be affected by factors outside of our control; the impact of new regulations and laws, including tax laws and accounting standards; assertions by third parties that we violate their intellectual property rights; weakened global economic conditions may adversely affect the P&C insurance industry, including the rate of information technology spending; general political or destabilizing events, including war, conflict or acts of terrorism; our ability to sell our products is highly dependent on the quality of our professional services and SI partners; the risk of losing key employees; the challenges of international operations, including changes in foreign exchange rates; and other risks and uncertainties. Past performance is not necessarily indicative of future results. The forward-looking statements included in this press release represent Guidewire’s views as of the date of this press release. Guidewire anticipates that subsequent events and developments will cause its views to change. Guidewire undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should not be relied upon as representing Guidewire’s views as of any date subsequent to the date of this press release.

Investor Contact:

Alex Hughes
Guidewire

(650)	356-4921 ir@guidewire.com

Media Contact:

Diana Stott
Guidewire

(650)	781-9955 dstott@guidewire.com

GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands)

		April 30,			July 31,		
		2023			2022		
ASSETS							
CURRENT ASSETS:							
Cash and cash equivalents	$	266,615	$	606,303		
Short-term investments		421,202			369,865		
Accounts receivable, net		129,068			143,797		
Unbilled accounts receivable, net		128,166			71,515		
Prepaid expenses and other current assets		61,454			61,223		
Total current assets		1,006,505			1,252,703		
Long-term investments		119,098			187,507		
Unbilled accounts receivable, net		14,541			13,914		
Property and equipment, net		53,595			80,740		
Operating lease assets		44,721			90,287		
Intangible assets, net		15,840			21,361		
Goodwill		372,214			372,192		
Deferred tax assets, net		230,526			191,461		
Other assets		59,486			56,732		
TOTAL ASSETS	$	1,916,526	$	2,266,897		
LIABILITIES AND STOCKHOLDERS’ EQUITY							
							
CURRENT LIABILITIES:							
Accounts payable	$	35,578	$	40,440		
Accrued employee compensation		72,548			90,962		
Deferred revenue, net		143,228			170,776		
Other current liabilities		24,074			35,340		
Total current liabilities		275,428			337,518		
Lease liabilities		36,518			105,123		
Convertible senior notes, net		396,743			358,216		
Deferred revenue, net		5,688			7,500		
Other liabilities		7,042			6,883		
Total liabilities		721,419			815,240		
STOCKHOLDERS’ EQUITY:							
Common stock		8			8		
Additional paid-in capital		1,794,531			1,755,476		
Accumulated other comprehensive income (loss)		(15,076)			(19,845)		
Retained earnings (accumulated deficit)		(584,356)			(283,982)		
Total stockholders’ equity		1,195,107			1,451,657		
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,916,526	$	2,266,897		

GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited, in thousands except share and per share data)

		Three Months Ended April 30,			Nine Months Ended April 30,		
		2023			2022			2023			2022		
Revenue:													
Subscription and support	$	107,499	$	86,851	$	312,321	$	250,138		
License		50,602			53,894			164,669			163,845		
Services		49,389			56,703			158,393			154,032		
Total revenue		207,490			197,448			635,383			568,015		
Cost of revenue(1):													
Subscription and support		52,281			51,831			156,896			148,157		
License		1,243			1,951			4,961			6,544		
Services		55,048			59,742			178,993			158,805		
Total cost of revenue		108,572			113,524			340,850			313,506		
Gross profit:													
Subscription and support		55,218			35,020			155,425			101,981		
License		49,359			51,943			159,708			157,301		
Services		(5,659)			(3,039)			(20,600)			(4,773)		
Total gross profit		98,918			83,924			294,533			254,509		
Operating expenses(1):													
Research and development		63,055			58,440			182,927			169,368		
Sales and marketing		46,864			44,615			138,113			134,127		
General and administrative		46,815			43,273			129,078			118,252		
Total operating expenses		156,734			146,328			450,118			421,747		
Income (loss) from operations		(57,816)			(62,404)			(155,585)			(167,238)		
Interest income		6,627			1,000			16,657			2,373		
Interest expense		(1,683)			(4,885)			(5,034)			(14,512)		
Other income (expense), net		(3,356)			(6,932)			(5,889)			(13,794)		
Income (loss) before provision for (benefit from) income taxes		(56,228)			(73,221)			(149,851)			(193,171)		
Provision for (benefit from) income taxes		(10,660)			(15,777)			(25,776)			(43,770)		
Net income (loss)	$	(45,568)	$	(57,444)	$	(124,075)	$	(149,401)		
Net income (loss) per share:													
													
Basic and diluted	$	(0.56)	$	(0.69)	$	(1.51)	$	(1.79)		
Shares used in computing net income (loss) per share:													
													
Basic and diluted		81,832,244			83,689,429			82,407,950			83,440,231		

(1)Amounts include stock-based compensation expense as follows:												
		Three Months Ended April 30,			Nine Months Ended April 30,	
		2023			2022			2023			2022	
					(unaudited, in thousands)				
Stock-based compensation expense:												
Cost of subscription and support revenue	$	3,580	$	3,450	$	10,488	$	9,886	
Cost of license revenue		93			170			359			541	
Cost of services revenue		4,631			5,025			14,377			15,766	
Research and development		10,084			8,124			29,676			24,840	
Sales and marketing		7,432			6,787			22,343			24,279	
General and administrative		9,199			9,372			29,051			27,721	
Total stock-based compensation expense	$	35,019	$	32,928	$	106,294	$	103,033	

GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

		Three Months Ended April 30,			Nine Months Ended April 30,		
		2023			2022			2023			2022		
CASH FLOWS FROM OPERATING ACTIVITIES:													
Net income (loss)	$	(45,568)	$	(57,444)	$	(124,075)	$	(149,401)		
Adjustments to reconcile net income (loss) to net cash provided by (used in)													
operating activities:													
Depreciation and amortization		5,682			8,766			19,911			25,745		
Amortization of debt discount and issuance costs		426			3,623			1,274			10,719		
Amortization of contract costs		4,403			3,410			13,000			9,720		
Stock-based compensation		35,019			32,928			106,294			103,033		
Changes to allowance for credit losses and revenue reserves		11			2,550			(304)			2,707		
Deferred income tax		(12,676)			(17,208)			(31,034)			(47,457)		
Amortization of premium (accretion of discount) on available-for-sale		(1,736)			1,300			(2,458)			4,615		
securities, net													
Changes in fair value of strategic investments		—			—			—			—		
Accelerated depreciation related to lease assignment		26,921			—			26,921			—		
Gain from lease assignment		(18,419)			—			(18,419)			—		
Other non-cash items affecting net income (loss)		(391)			(7)			(315)			221		
Changes in operating assets and liabilities:													
Accounts receivable		(1,768)			23,470			14,756			15,530		
Unbilled accounts receivable		(27,818)			(18,002)			(57,278)			(18,450)		
Prepaid expenses and other assets		(7,898)			(329)			(12,718)			(13,664)		
Operating lease assets		(16,156)			2,342			(11,348)			8,009		
Accounts payable		(4,436)			5,998			(6,725)			4,287		
Accrued employee compensation		14,147			15,068			(18,392)			(32,255)		
Deferred revenue		(3,069)			(13,392)			(29,360)			(31,218)		
Lease liabilities		6,670			(3,074)			953			(9,891)		
Other liabilities		(1,971)			(1,479)			(5,525)			(3,782)		
Net cash provided by (used in) operating activities		(48,627)			(11,480)			(134,842)			(121,532)		
CASH FLOWS FROM INVESTING ACTIVITIES:													
Purchases of available-for-sale securities		(88,494)			(138,892)			(358,823)			(506,006)		
Sales of available-for-sale securities		137,734			14,385			339,849			64,746		
Maturities of available-for-sale securities		9,102			212,262			42,370			627,527		
Purchases of property and equipment		(677)			(986)			(2,614)			(7,976)		
Capitalized software development costs		(2,759)			(2,990)			(8,877)			(9,187)		
Acquisition of strategic investments		(2,210)			—			(8,051)			(10,521)		
Acquisition of business, net of acquired cash		—			—			—			(43,830)		
Net cash provided by (used in) investing activities		52,696			83,779			3,854			114,753		
CASH FLOWS FROM FINANCING ACTIVITIES:													
Proceeds from issuance of common stock upon exercise of stock options		225			18			227			116		
Repurchase and retirement of common stock		(13,993)			—			(213,993)			(37,451)		
Net cash provided by (used in) financing activities		(13,768)			18			(213,766)			(37,335)		
Effect of foreign exchange rate changes on cash, cash equivalents, and restricted		(282)			(2,834)			1,659			(5,641)		
cash													

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS, AND		(9,981)			69,483			(343,095)			(49,755)		
RESTRICTED CASH													
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—Beginning of		281,572			265,672			614,686			384,910		
period													
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH—End of period	$	271,591	$	335,155	$	271,591	$	335,155		

GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Financial Measures

	(unaudited, in thousands)										
The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP financial measures for the periods indicated below:		
			Three Months Ended April 30,			Nine Months Ended April 30,	
			2023			2022			2023			2022	
Gross profit reconciliation:													
GAAP gross profit	$	98,918	$	83,924	$	294,533	$	254,509	
Non-GAAP adjustments:													
Stock-based compensation			8,304			8,645			25,224			26,193	
Amortization of intangibles			485			1,905			2,875			5,754	
Non-GAAP gross profit	$	107,707	$	94,474	$	322,632	$	286,456	

Income (loss) from operations reconciliation:													
GAAP income (loss) from operations	$	(57,816)	$	(62,404)	$	(155,585)	$	(167,238)	
Non-GAAP adjustments:													
Stock-based compensation			35,019			32,928			106,294			103,033	
Amortization of intangibles			1,367			3,770			5,521			11,294	
Acquisition consideration holdback			706			809			2,209			2,318	
Net impact of assignment of lease agreement (1)			8,502			—			8,502			—	
Non-GAAP income (loss) from operations	$	(12,222)	$	(24,897)	$	(33,059)	$	(50,593)	

Net income (loss) reconciliation:													
GAAP net income (loss)	$	(45,568)	$	(57,444)	$	(124,075)	$	(149,401)	
Non-GAAP adjustments:													
Stock-based compensation			35,019			32,928			106,294			103,033	
Amortization of intangibles			1,367			3,770			5,521			11,294	
Acquisition consideration holdback			706			809			2,209			2,318	
Amortization of debt discount and issuance costs			426			3,623			1,274			10,719	
Changes in fair value of strategic investments			—			—			—			—	
Net impact of assignment of lease agreement (1)			8,502			—			8,502			—	
Tax impact of non-GAAP adjustments			(6,824)			(5,510)			(33,309)			(22,641)	
Non-GAAP net income (loss)	$	(6,372)	$	(21,824)	$	(33,584)	$	(44,678)	

Tax provision (benefit) reconciliation:													
GAAP tax provision (benefit)	$	(10,660)	$	(15,777)	$	(25,776)	$	(43,770)	
Non-GAAP adjustments:													
Stock-based compensation			13,163			10,534			97,554			27,429	
Amortization of intangibles			514			1,206			4,853			3,083	
Acquisition consideration holdback			265			259			2,018			618	
Amortization of debt discount and issuance costs			160			1,159			1,160			2,925	
Net impact of assignment of lease agreement (1)			3,196			—			3,196			—	
Tax impact of non-GAAP adjustments			(10,474)			(7,648)			(75,472)			(11,414)	
Non-GAAP tax provision (benefit)	$	(3,836)	$	(10,267)	$	7,533	$	(21,129)	

GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Financial Measures

(unaudited, in thousands except share and per share data)

The following tables reconcile the specific items excluded from GAAP in the calculation of non-GAAP financial measures for the periods indicated below:		
		Three Months Ended April 30,			Nine Months Ended April 30,	
		2023			2022			2023			2022	
												
Net income (loss) per share reconciliation:												
GAAP net income (loss) per share – diluted	$	(0.56)	$	(0.69)	$	(1.51)	$	(1.79)	
Non-GAAP adjustments:												
Stock-based compensation		0.43			0.39			1.29			1.23	
Amortization of intangibles		0.02			0.05			0.07			0.15	
Acquisition consideration holdback		0.01			0.01			0.03			0.03	
Amortization of debt discount and issuance costs		0.01			0.04			0.03			0.12	
Net impact of assignment of lease agreement (1)		0.10			—			0.10			—	
Tax impact of non-GAAP adjustments		(0.09)			(0.06)			(0.43)			(0.27)	
Non-GAAP net income (loss) per share – diluted	$	(0.08)	$	(0.26)	$	(0.42)	$	(0.53)	

Shares used in computing Non-GAAP income (loss) per share amounts:												
GAAP and pro forma weighted average shares — diluted		81,832,244			83,689,429			82,407,950			83,440,231	

(1)	During the third quarter of fiscal year 2023, the Company recorded in general and administrative expenses a net loss of $8.5 million related to the assignment of the lease agreement for the remaining lease term of the Company’s previous headquarters. The loss is comprised of an $18.4 million gain from the de-recognition of the operating lease asset of $56.9 million, the de-recognition of the lease liability of $75.5 million, and other expenses related to the lease assignment of $0.2 million, offset by accelerated depreciation expense related to property and equipment, primarily consisting of leasehold improvements, at the previous headquarters of $26.9 million. Prior to the third quarter of fiscal year 2023, there were no transactions similar to the lease assignment in any periods presented.

The following table summarizes our free cash flow for the periods indicated below (in thousands):

		Three Months Ended April 30,			Nine Months Ended April 30,	
		2023			2022			2023			2022	
Free cash flow:												
Net cash provided by (used in) operating activities	$	(48,627)	$	(11,480)	$	(134,842)	$	(121,532)	
Purchases of property and equipment		(677)			(986)			(2,614)			(7,976)	
Capitalized software development costs		(2,759)			(2,990)			(8,877)			(9,187)	
Free cash flow	$	(52,063)	$	(15,456)	$	(146,333)	$	(138,695)	

GUIDEWIRE SOFTWARE, INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Outlook

The following table reconciles the specific items excluded from GAAP outlook in the calculation of non-GAAP outlook for the periods indicated below (in millions):

		Fourth Quarter				Fiscal Year 2023			
		Fiscal Year 2023							
Income (loss) from operations outlook reconciliation:													
GAAP income (loss) from operations	$(7)		—	$3	$(163)		—	$(153)		
Non-GAAP adjustments:													
Stock-based compensation	34		—	34	140		—	140		
Amortization of intangibles	1		—	1	7		—	7		
Acquisition consideration holdback	1		—	1	3		—	3		
Net impact of assignment of lease agreement(1)	—		—		—		9		—		9		
Non-GAAP income (loss) from operations	$29		—	$39	$(4)		—	$6