VEEVVeeva Systems

Please expand your discussion to fully describe and analyze the underlying business reasons for material changes in revenues. Please discuss and quantify the effects of changes in both price and volume on revenues, where appropriate.

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For example, please explain why subscription services revenues attributable to R&D Solutions and Commercial Solutions increased $119 million and $50 million, respectively, in the year ended January 31, 2024. In addition, while applicable please describe the change in the timing of revenue recognition resulting from the addition of termination for convenience rights in your master subscription agreements beginning February 1, 2023 and quantify the impact on revenue recognition. Refer to Item 303(b) of Regulation S-K.

We acknowledge the Staff’s comment and will provide additional qualitative disclosure of the underlying business reasons for material changes to subscription services revenue in future filings beginning with our next quarterly report on Form 10-Q, including, to the extent relevant, the effects of changes in price and volume on revenues. For the fiscal year ended January 31, 2024 (“FY24”), the $119 million increase in subscription services revenue attributable to R&D Solutions was primarily due to expanding use of Veeva Development Cloud products by both new and existing customers.

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The $50 million increase in subscription services revenues attributable to Commercial Solutions in FY24 was primarily due to expanding use of our Veeva Commercial Cloud and Veeva Data Cloud products by both new and existing customers.

We further respectfully advise the Staff that the addition of termination for convenience rights (“TFC”) in some of our master subscription agreements changed the timing of revenue recognition for certain multi-year orders governed by such master subscription agreements, as described in the Form 10-K. Before the addition of TFC, such multi-year orders, most of which had escalating fees, were non-cancellable, and the total revenue in connection with such orders was recognized ratably over the applicable non-cancellable subscription term because of the continuous transfer of control to the customer. With the addition of TFC, such orders were considered cancellable, and therefore revenue recognized in connection with such orders was generally consistent with the amount invoiced for the relevant term of the order. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Components of Results of Operations—Revenues” on pages 37-39 of the Form 10-K.

For FY24, the addition of TFC for certain multi-year orders resulted in an actual $28 million reduction of contract assets and revenue, which represented approximately 1.5% of reported subscription services revenue in FY24 and was deemed immaterial. Separately, we estimate that FY24 subscription services revenue would have hypothetically been an additional $62 million higher had we not added TFC to certain master subscription agreements. Due to the immateriality of the actual revenue recognition adjustment in FY24 and the hypothetical nature of our estimate of what subscription services revenue might have been had we not made the TFC change, we do not believe material information was withheld from investors.

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We note that your Non-GAAP liquidity measure, Net cash provided by operating activities on a non-GAAP basis, includes an adjustment for "Impact of tax legislation." Considering that this adjustment appears to relate to required higher estimated tax payments resulting from the change in the treatment of research-and-development costs pursuant to the TCJA ("direct cash payments"), please remove this adjustment in

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future filings. Refer to Item 10(e)(1)(ii)(A) of Regulation S-K.

We acknowledge the Staff’s comment and will revise our disclosures of net cash provided by operating activities on a non-GAAP basis in future filings to remove the adjustment for the impact of direct tax payments resulting from the change in the treatment of research and development costs pursuant to the Tax Cuts and Jobs Act of 2017 (“TCJA”), as requested by the Staff. Read in the reply ↗

We note that your cash flows from operating activities for the nine months ended October 31, 2022 were reduced as a result of certain provisions in the Tax Cuts and Jobs Act of 2017. Additionally, you expected cash flows from operating activities to be substantially less in the fourth quarter.

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In your Annual Report, please discuss any material tax-related cash requirements arising from commitments or uncertainties in connection with the Tax Cuts and Jobs Act that will result in or that are reasonably likely to result in your liquidity increasing or decreasing in any material way, including the relevant time period for such cash requirements as applicable. Refer to Item 303(b)(1)(i) of Regulation S-K.

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2017. Additionally, you expected cash flows from operating activities to be substantially less in the fourth quarter. In your Annual Report, please discuss any material tax-related cash requirements arising from commitments or uncertainties in connection with the Tax Cuts and Jobs Act that will result in or that are reasonably likely to result in your liquidity increasing or decreasing in any material way, including the relevant time period for such cash requirements as applicable.

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Refer to Item 303(b)(1)(i) of Regulation S-K.

We acknowledge the Staff’s comment, and, based upon facts and circumstances available to us at the time of filing our Annual Report on Form 10-K for the fiscal year ended January 31, 2023, we will include a discussion of any material tax-related cash requirements arising from commitments or uncertainties in connection with the TCJA, including any likely material impact on our liquidity and the relevant time period for such impact, in such annual report. To the extent additional information becomes available to us, we will update our relevant disclosure in future filings based on such information.

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