VEEVVeeva Systems

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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