What changed in this filing

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Item 1. Financial Statements

2022-08-08 compared with 2022-05-09 · 135 added, 112 removed, 431 unchanged (36% of the section changed)

3 unchanged sentences

(in thousands, except per share amounts)

As of March 31, As of December 31,

As of June 30, As of December 31,

Current assets:

1 unchanged sentence

Restricted cash 28,125 36,628

Accounts receivable 256,554 190,923

Accounts receivable, net 265,826 190,923

Marketable securities 99,210 234,153

22 unchanged sentences

Common stock, $ 0.001 par value:

20,000,000 Class A shares authorized as of March 31, 2022 and

December 31, 2021;

1,945,140 and 1,926,589 shares issued and outstanding as of March 31, 2022

and December 31, 2021, respectively;

2,700,000 Class B shares authorized as of March 31, 2022

and December 31, 2021;

99,731 and 99,880 shares issued and outstanding as of March 31, 2022

and December 31, 2021, respectively;

and 1,005 Class F shares authorized, issued, and

outstanding as of March 31, 2022 and December 31, 2021

20,000,000 Class A shares authorized as of June 30, 2022 and December 31, 2021;

1,962,382 and 1,926,589 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively;

2,700,000 Class B shares authorized as of June 30, 2022 and December 31, 2021;

99,354 and 99,880 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively;

and 1,005 Class F shares authorized, issued, and outstanding as of June 30, 2022 and December 31, 2021

Additional paid-in capital 8,119,876 7,777,085

7 unchanged sentences

(in thousands, except per share amounts)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Revenue $ 473,010 $ 375,642 $ 919,367 $ 716,876

10 unchanged sentences

Other income (expense), net ( 135,798 ) 2,125 ( 195,668 ) ( 2,769 )

Loss before provision for income taxes ( 99,356 ) ( 120,372 )

Provision for income taxes 2,023 3,102

Loss before provision for (benefit from) income taxes ( 176,741 ) ( 144,241 ) ( 276,097 ) ( 264,613 )

Provision for (benefit from) income taxes 2,588 ( 5,661 ) 4,611 ( 2,559 )

Net loss $ ( 179,329 ) $ ( 138,580 ) $ ( 280,708 ) $ ( 262,054 )

1 unchanged sentence

Net loss per share attributable to common stockholders, diluted $ ( 0.09 ) $ ( 0.07 ) $ ( 0.14 ) $ ( 0.14 )

Weighted-average shares of common stock outstanding used in computing net loss per share

attributable to common stockholders, basic 2,036,307 1,821,158

Weighted-average shares of common stock outstanding used in computing net loss per share

attributable to common stockholders, diluted 2,036,307 1,821,158

Weighted-average shares of common stock outstanding used in computing net loss per share attributable to common stockholders, basic 2,054,799 1,894,606 2,045,604 1,858,085

Weighted-average shares of common stock outstanding used in computing net loss per share attributable to common stockholders, diluted 2,054,799 1,894,606 2,045,604 1,858,085

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Net loss $ ( 179,329 ) $ ( 138,580 ) $ ( 280,708 ) $ ( 262,054 )

8 unchanged sentences

Shares Amount

Balance as of March 31, 2022 2,045,876 $ 2,046 $ 7,953,856 $ ( 4,044 ) $ ( 5,587,112 ) $ 2,364,746

Issuance of common stock from the exercise of stock options 4,780 5 20,311 — — 20,316

Issuance of common stock upon vesting of RSUs 12,085 12 ( 12 ) — — —

Stock-based compensation — — 145,721 — — 145,721

Other comprehensive loss — — — ( 2,630 ) — ( 2,630 )

Net loss — — — — ( 179,329 ) ( 179,329 )

Balance as of June 30, 2022 2,062,741 $ 2,063 $ 8,119,876 $ ( 6,674 ) $ ( 5,766,441 ) $ 2,348,824

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity

Shares Amount

Balance as of December 31, 2021 2,027,474 $ 2,027 $ 7,777,085 $ ( 2,349 ) $ ( 5,485,733 ) $ 2,291,030

Issuance of common stock from the exercise of stock options 11,434 12 47,529 — — 47,541

Issuance of common stock upon vesting of restricted stock units (“RSUs”) 11,748 12 ( 12 ) — — —

Issuance of common stock upon vesting of RSUs 23,833 24 ( 24 ) — — —

Stock-based compensation — — 295,286 — — 295,286

1 unchanged sentence

Net loss — — — — ( 280,708 ) ( 280,708 )

Balance as of June 30, 2022 2,062,741 $ 2,063 $ 8,119,876 $ ( 6,674 ) $ ( 5,766,441 ) $ 2,348,824

Palantir Technologies Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands)

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income Accumulated Deficit Total Stockholders’ Equity

Shares Amount

Balance as of March 31, 2021 1,860,607 $ 1,860 $ 6,892,046 $ 865 $ ( 5,088,828 ) $ 1,805,943

Issuance of common stock from the exercise of stock options 59,171 59 167,769 — — 167,828

Issuance of common stock upon vesting of RSUs 12,872 13 ( 13 ) — — —

Issuance of common stock upon net exercise of common stock warrants and other 3,928 5 1,707 — — 1,712

Stock-based compensation — — 232,860 — — 232,860

Other comprehensive loss — — — ( 800 ) — ( 800 )

Net loss — — — — ( 138,580 ) ( 138,580 )

Balance as of June 30, 2021 1,936,578 $ 1,937 $ 7,294,369 $ 65 $ ( 5,227,408 ) $ 2,068,963

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity

4 unchanged sentences

Issuance of common stock upon vesting of growth units 1,471 1 ( 1 ) — — —

Issuance of common stock upon net exercise of common stock warrants 736 1 ( 1 ) — — —

Issuance of common stock upon net exercise of common stock warrants and other 4,664 6 1,706 — — 1,712

Stock-based compensation — — 427,257 — — 427,257

1 unchanged sentence

Net loss — — — — ( 262,054 ) ( 262,054 )

Balance as of March 31, 2021 1,860,607 $ 1,860 $ 6,892,046 $ 865 $ ( 5,088,828 ) $ 1,805,943

Balance as of June 30, 2021 1,936,578 $ 1,937 $ 7,294,369 $ 65 $ ( 5,227,408 ) $ 2,068,963

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities

24 unchanged sentences

Financing activities

Principal payments on borrowings — ( 200,000 )

Proceeds from the exercise of common stock options 47,541 376,688

2 unchanged sentences

Effect of foreign exchange on cash, cash equivalents, and restricted cash ( 6,341 ) ( 1,496 )

Net increase (decrease) in cash, cash equivalents, and restricted cash ( 34,477 ) 320,330

Net increase in cash, cash equivalents, and restricted cash 48,251 311,674

Cash, cash equivalents, and restricted cash - beginning of period 2,366,914 2,128,146

35 unchanged sentences

Significant Accounting Policies in the notes to consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on February 24, 2022.

There have been no significant changes to these policies during the three months ended March 31, 2022.

There have been no significant changes to these policies during the six months ended June 30, 2022.

Cash, Cash Equivalents, and Restricted Cash

5 unchanged sentences

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the amounts shown in the condensed consolidated statements of cash flows (in thousands):

As of March 31,

As of June 30,

Cash and cash equivalents $ 2,358,393 $ 2,341,156

7 unchanged sentences

Accounts receivable are written-off and charged against an allowance for credit losses when the Company has exhausted collection efforts without success.

Based upon the Company’s assessment as of March 31, 2022 and December 31, 2021, it did not record an allowance for credit losses as probable losses are not expected to be material.

Based upon the Company’s assessment as of June 30, 2022 and December 31, 2021, the allowances for credit losses were not material.

Concentrations of Risk

5 unchanged sentences

The Company is exposed to concentrations of credit risk with respect to accounts receivable presented on the condensed consolidated balance sheets.

The Company’s accounts receivable balances as of March 31, 2022 and December 31, 2021 were $ 256.6 million and $ 190.9 million, respectively.

Customer I represented 14 % of total accounts receivable as of March 31, 2022, No other customers represented more than 10 % of total accounts receivable as of March 31, 2022 or December 31, 2021.

For the three months ended March 31, 2022 and 2021, no customer represented 10 % or more of total revenue.

The Company’s accounts receivable balances as of June 30, 2022 and December 31, 2021 were $ 265.8 million and $ 190.9 million, respectively.

No single customer represented more than 10 % of total accounts receivable as of June 30, 2022 or December 31, 2021.

For the three and six months ended June 30, 2022 and 2021, no customer represented more than 10 % of total revenue.

Contract Liabilities and Remaining Performance Obligations

1 unchanged sentence

The Company’s contract liabilities consist of deferred revenue and customer deposits.

As of March 31, 2022 and December 31, 2021 the Company's contract liability balances were $ 506.9 million and $ 463.3 million, respectively.

Revenue of $ 187.0 million and $ 169.5 million was recognized during the three months ended March 31, 2022 and 2021, respectively, that was included in the contract liability balances as of December 31, 2021 and 2020, respectively.

As of June 30, 2022 and December 31, 2021, the Company's contract liability balances were $ 430.0 million and $ 463.3 million, respectively.

Revenue of $ 299.2 million and $ 285.4 million was recognized during the six months ended June 30, 2022 and 2021, respectively, that was included in the contract liability balances as of December 31, 2021 and 2020, respectively.

Remaining Performance Obligations

4 unchanged sentences

Cancelable contracted revenue, which includes customer deposits, is not considered a remaining performance obligation.

The Company’s remaining performance obligations were $ 1.2 billion as of March 31, 2022, of which the Company expects to recognize approximately 42 % as revenue over the next 12 months, 41 % as revenue over the subsequent 13 to 36 months, and the remainder thereafter.

Palantir Technologies Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company’s remaining performance obligations were $ 1.2 billion as of June 30, 2022, of which the Company expects to recognize approximately 44 % as revenue over the next 12 months, 43 % as revenue over the subsequent 13 to 36 months, and the remainder thereafter.

Disaggregation of Revenue

1 unchanged sentence

Investments and Fair Value Measurements

The following tables present the Company’s assets that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation (in thousands):

As of March 31, 2022

The following tables present the Company’s assets that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation (in thousands):

As of June 30, 2022

Total Level 1 Level 2 Level 3

24 unchanged sentences

Realized and unrealized gains and losses are recorded in other income (expense), net on the condensed consolidated statements of operations.

During the three months ended March 31, 2022, the Company recorded net unrealized losses of $ 51.9 million and realized losses of $ 10.9 million within other income (expense), net on the condensed consolidated statements of operations.

During the three and six months ended June 30, 2022, the Company recorded net unrealized losses of $ 122.8 million and $ 174.7 million, respectively, and realized losses of $ 15.7 million and $ 26.6 million, respectively, within other income (expense), net on the condensed consolidated statements of operations.

Since 2021, the Company has approved and entered into certain agreements (“Investment Agreements”) to purchase, or commit to purchase, as further discussed in Note 7.

Commitments and Contingencies — Investment Commitments , shares of various entities, including special purpose acquisition companies and/or other privately-held or publicly-traded entities (each, an “Investee,” and such purchases, and commitments to purchase, the “Investments”).

In connection with signing the Investment Agreements, each Investee or an associated entity and the Company entered into a commercial contract for access to the Company’s products and services.

The total value of such commercial contracts was $ 754.9 million as of March 31, 2022, which is inclusive of $ 116.2 million of

Commitments and Contingencies — Investment Commitments , shares of various

Palantir Technologies Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

contractual options.

entities, including special purpose acquisition companies and/or other privately-held or publicly-traded entities (each, an “Investee,” and such purchases, and commitments to purchase, the “Investments”).

In connection with signing the Investment Agreements, each Investee or an associated entity and the Company entered into a commercial contract for access to the Company’s products and services.

The total value of such commercial contracts was $ 754.9 million as of June 30, 2022, which is inclusive of $ 116.2 million of contractual options.

The terms of such contracts, including contractual options, range from three to ten years .

1 unchanged sentence

The Company assesses the concurrent agreements under the non-monetary guidance within ASC 606— Revenue from Contracts with Customers as well as the commercial substance of each arrangement considering the customer’s ability and intention to pay as well as the Company’s obligation to perform under each contract.

The total revenue recognized from these commercial contracts during the three months ended March 31, 2022 was $ 39.2 million.

During the year ended December 31, 2021, the Company purchased shares for a total investment of $ 326.0 million.

The following table presents the details of the investments purchased under such Investment Agreements during the three months ended March 31, 2022 (in thousands):

Share Amount Investment Amount

Fast Radius 2,000 $ 20,000

Energy Vault 850 8,500

Tritium 2,500 15,000

Rigetti 1,000 10,000

Allego 2,000 20,000

Starry Group Holdings 2,133 16,000

Total 10,483 $ 89,500

(1) Investments are in publicly-traded marketable securities.

The total revenue recognized from these commercial contracts during the three and six months ended June 30, 2022 was $ 31.4 million and $ 70.6 million, respectively.

During the six months ended June 30, 2022 and the year ended December 31, 2021, the Company purchased shares for a total investment of $ 89.5 million and $ 326.0 million, respectively.

No investments were purchased under such Investment Agreements during the three months ended June 30, 2022.

Alternative Investments

5 unchanged sentences

Property and equipment, net consisted of the following (in thousands):

As of March 31, 2022 As of December 31, 2021

As of June 30,

2022 As of December 31, 2021

Leasehold improvements $ 71,834 $ 72,834

5 unchanged sentences

Total property and equipment, net $ 47,644 $ 31,304

Depreciation and amortization expense related to property and equipment, net was $ 3.9 million and $ 3.2 million for the three months ended March 31, 2022 and 2021, respectively.

Palantir Technologies Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Depreciation and amortization expense related to property and equipment, net was $ 4.5 million and $ 3.1 million for the three months ended June 30, 2022 and 2021, respectively, and $ 8.4 million and $ 6.3 million for the six months ended June 30, 2022 and 2021, respectively.

Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

As of March 31, 2022 As of December 31, 2021

As of June 30,

2022 As of December 31, 2021

Accrued payroll and related expenses $ 47,046 $ 60,732

Accrued legal 42,912 13,086

Accrued other liabilities 97,610 81,988

Total accrued liabilities $ 187,568 $ 155,806

Palantir Technologies Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

2014 Credit Facility

In October 2014, the Company entered into an unsecured revolving credit facility, which has been subsequently secured by substantially all of the Company’s assets and amended from time to time (as amended, the “2014 Credit Facility”), including most recently on March 31, 2022 (the “March 2022 Amendment”).

In October 2014, the Company entered into an unsecured revolving credit facility, which has been subsequently secured by substantially all of the Company’s assets and amended from time to time (as amended, the “2014 Credit Facility”), including on March 31, 2022 (the “March 2022 Amendment”).

The March 2022 Amendment provides for, among other things, an extension of the revolving loan facility maturity date to March 31, 2027 and an increase of $ 100.0 million to the lenders’ revolving commitments for total revolving commitments of $ 500.0 million.

4 unchanged sentences

The 2014 Credit Facility also allows for an incremental loan facility of additional term loans or revolving loans in an aggregate principal amount up to the amount and upon the terms and conditions set forth therein with one or more existing or new lenders upon mutual agreement between the Company and such lenders.

As of March 31, 2022, the Company had no outstanding debt balances and $ 500.0 million undrawn revolving commitments under the 2014 Credit Facility.

The 2014 Credit Facility was subsequently amended in July 2022.

Subsequent Events for additional information.

As of June 30, 2022, the Company had no outstanding debt balances and $ 500.0 million undrawn revolving commitments under the 2014 Credit Facility.

The 2014 Credit Facility contains customary representations and warranties, and certain financial and nonfinancial covenants, including but not limited to maintaining minimum liquidity of $ 50.0 million, and certain limitations on liens and indebtedness.

The Company was in compliance with all covenants associated with the 2014 Credit Facility as of March 31, 2022.

The Company was in compliance with all covenants associated with the 2014 Credit Facility as of June 30, 2022.

Commitments and Contingencies

3 unchanged sentences

If the difference is greater than $ 30.0 million for each of the first three contract years or $ 50.0 million for each of the contract years thereafter (“relief amounts”), the Company has the option to pay the respective relief amount for that year for services to be utilized in the future and the excess amount of the difference above the relief amount would be added to the minimum annual commitment of the following year through the end of the contract.

As of March 31, 2022, the Company had satisfied $ 115.2 million of its $ 167.0 million commitment for the contract year ending June 30, 2022.

In May 2022, the agreement was amended to extend the second contract year from June 30, 2022 to September 30, 2022 and the optional carryover period from June 30, 2029 to September 30, 2029.

As of June 30, 2022, the Company had satisfied $ 157.3 million of its $ 167.0 million commitment for the contract year ending September 30, 2022.

Investment Commitments

1 unchanged sentence

Investments and Fair Value Measurements — Investments .

As of March 31, 2022, the Company had an outstanding investment commitment relating to Rubicon, effective as of December 15, 2021, subject to the applicable terms and conditions, to purchase a total of 3.5 million shares for an aggregate purchase price of $ 35.0 million.

As of June 30, 2022, the Company had an outstanding investment commitment relating to the planned merger of Rubicon Technologies, LLC (“Rubicon”) with Founder SPAC, effective as of December 15, 2021, subject to the applicable terms and conditions, to purchase a total of 3.5 million shares for an aggregate purchase price of $ 35.0 million.

The closing of such investment commitment is contingent upon the completion of a proposed business combination by and among Rubicon and other applicable parties.

2 unchanged sentences

From time to time, third parties may assert patent infringement claims against the Company.

In addition, from time to time, the Company may be subject to other legal proceedings and claims in the ordinary course of business, including claims of alleged

Palantir Technologies Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

infringement of trademarks, copyrights, and other intellectual property rights;

In addition, from time to time, the Company may be subject to other legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of trademarks, copyrights, and other intellectual property rights;

employment claims;

10 unchanged sentences

intellectual property;

government regulation or compliance (including but not limited to anti-corruption requirements, export or other trade controls, data privacy or data protection, cybersecurity requirements, or antitrust/competition law requirements);

government regulation or compliance (including but not limited to anti-corruption requirements, export or other trade controls, data privacy or data

Palantir Technologies Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

protection, cybersecurity requirements, or antitrust/competition law requirements);

or other matters.

2 unchanged sentences

The complaint alleges tortious interference with prospective economic advantage and civil conspiracy in connection with a potential sale of stock by the KT4 Plaintiffs to a third party.

The KT4 Plaintiffs seek compensatory and punitive damages, interest, fees, and costs.

The Company believes the lawsuit brought by the KT4 Plaintiffs is without merit and is vigorously defending itself against it.

Given the uncertainty of litigation, it may be reasonably possible that the Company will incur a loss with regards to the matter;

however, it cannot currently estimate a range of possible losses.

Accordingly, the Company is unable at this time to estimate the ultimate impact of the litigation on its financial condition, results of operations, or cash flows.

As of March 31, 2022, the Company was not aware of any currently pending legal matters or claims, individually or in the aggregate, that were expected to have a material adverse impact on its condensed consolidated financial statements.

The KT4 Plaintiffs sought compensatory and punitive damages, interest, fees, and costs.

On June 27, 2022, the Company and the KT4 Plaintiffs entered into an agreement to settle the litigation and certain other matters.

The Company has recorded the amount of the settlement in accrued liabilities and an estimate of the amount to be received from the Company’s insurance in prepaid expenses and other current assets on the condensed consolidated balance sheets as of June 30, 2022.

As of June 30, 2022, the Company was not aware of any currently pending legal matters or claims, individually or in the aggregate, that were expected to have a material adverse impact on its condensed consolidated financial statements.

Letters of Credit and Guarantees

The Company had irrevocable standby letters of credit and guarantees, including bank guarantees, outstanding in the amounts of $ 63.0 million and $ 76.2 million as of March 31, 2022 and December 31, 2021, respectively, which were fully collateralized.

The Company had irrevocable standby letters of credit and guarantees, including bank guarantees, outstanding in the amounts of $ 56.8 million and $ 76.2 million as of June 30, 2022 and December 31, 2021, respectively, which were fully collateralized.

The Company is required to maintain these letters of credit and guarantees primarily in connection with operating lease agreements, certain customer contracts, and other guarantees and financing arrangements.

As of March 31, 2022, these letters of credit and guarantees had expiration dates through August 2031.

As of June 30, 2022, these letters of credit and guarantees had expiration dates through August 31, 2031.

Warranties and Indemnification

The Company generally provides a warranty for its software products and services and a service level agreement (“SLA”) for the Company’s performance of software operations via its operations and maintenance (“O&M”) services to its customers.

and the Company includes O&M services as part of its subscription and license agreements to support this warranty and maintain the operability of the software.

The Company’s products are generally warranted to perform substantially as described in the associated product documentation during the subscription term or for a period of up to 90 days where the software is hosted by the customer, and the Company includes O&M services as part of its subscription and license agreements to support this warranty and maintain the operability of the software.

The Company’s services are generally warranted to be performed in a professional manner and by an adequate staff with knowledge about the products.

1 unchanged sentence

Due to the absence of historical warranty claims, the Company’s expectations of future claims related to products under warranty continue to be insignificant.

The Company has not recorded warranty expense or related accruals as of March 31, 2022 and December 31, 2021.

The Company has not recorded warranty expense or related accruals as of June 30, 2022 and December 31, 2021.

The Company generally agrees to indemnify its customers against legal claims that the Company’s software products infringe certain third-party intellectual property rights and accounts for its indemnification obligations.

4 unchanged sentences

To date, the Company has not been required to make any payment resulting from infringement claims asserted against its customers and does not believe that the Company will be liable for such claims in the foreseeable future.

As such, the Company has not recorded a liability for infringement costs as of March 31, 2022 and December 31, 2021.

As such, the Company has not recorded a liability for infringement costs as of June 30, 2022 and December 31, 2021.

The Company has obligations under certain circumstances to indemnify each of the defendant directors and certain officers against judgments, fines, settlements, and expenses related to claims against such directors and certain officers and otherwise to the fullest extent permitted under the law and the Company’s bylaws and Amended and Restated Certificate of Incorporation.

Palantir Technologies Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Stockholders' Equity

2 unchanged sentences

The Class F common stock has the voting rights generally described herein and each share of Class F common stock is convertible at any time, at the option of the holder thereof, into one share of Class B common stock.

All shares of Class F common stock are held in a voting trust established by Stephen Cohen, Alexander Karp, and Peter Thiel (the “Founders”).

The Class F common stock generally gives the Founders the ability to control up to 49.999999 % of the total voting power of the Company's capital stock, so long as the Founders and certain of their affiliates collectively meet a minimum ownership threshold, which was 100.0 million of the Company's equity securities as of March 31, 2022.

All shares of Class F common stock are held in a voting trust established by Stephen Cohen, Alexander Karp, and Peter Thiel (the

Palantir Technologies Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Holders of the common stock are entitled to dividends when, as, and if declared by the Company’s Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends.

No dividends have been declared as of March 31, 2022.

No dividends have been declared as of June 30, 2022.

The following represented the total authorized, issued, and outstanding shares for each class of common stock (in thousands):

As of March 31, 2022 As of December 31, 2021

As of June 30, 2022 As of December 31, 2021

Authorized Issued and Outstanding Authorized Issued and Outstanding

5 unchanged sentences

Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2022 (in thousands, except per share amounts):

The following table summarizes stock option activity for the six months ended June 30, 2022 (in thousands, except per share amounts):

Options Outstanding Weighted-Average Exercise Price Per Share

4 unchanged sentences

Options canceled and forfeited ( 1,942 ) 4.93 — —

Balance as of March 31, 2022 342,475 $ 7.89 8.91 $ 1,999,422

Options vested and exercisable as of March 31, 2022 172,081 $ 5.29 7.74 $ 1,452,249

As of March 31, 2022, the unrecognized expense related to options outstanding was $ 842.8 million, which is expected to be recognized over a weighted-average service period of eight years.

The following table summarizes the RSU activity for the three months ended March 31, 2022 (in thousands, except per share amounts):

Palantir Technologies Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Balance as of June 30, 2022 336,576 $ 7.95 8.74 $ 750,129

Options vested and exercisable as of June 30, 2022 175,943 $ 5.46 7.68 $ 676,872

As of June 30, 2022, the total unrecognized stock-based compensation expense related to options outstanding was $ 799.2 million, which is expected to be recognized over a weighted-average service period of eight years .

The following table summarizes the RSU activity for the six months ended June 30, 2022 (in thousands, except per share amounts):

RSUs Outstanding Weighted Average Grant Date Fair Value per Share

3 unchanged sentences

RSUs canceled ( 4,415 ) 9.07

Balance as of March 31, 2022 141,767 $ 9.73

As of March 31, 2022, the total unrecognized stock-based compensation expense related to the RSUs outstanding was $ 824.4 million, which the Company expects to recognize over a weighted-average service period of three years.

Balance as of June 30, 2022 136,710 $ 10.11

As of June 30, 2022, the total unrecognized stock-based compensation expense related to the RSUs outstanding was $ 826.7 million, which the Company expects to recognize over a weighted-average service period of three years .

Palantir Technologies Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

Stock-based Compensation Expense

Total stock-based compensation expense was as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Cost of revenue $ 11,211 $ 24,029 $ 22,888 $ 40,006

3 unchanged sentences

Total stock-based compensation expense $ 145,769 $ 232,742 $ 295,092 $ 426,473

The Company recorded a provision for income taxes of $ 2.0 million and $ 3.1 million for the three months ended March 31, 2022 and 2021, respectively.

The Company recorded a provision for income taxes of $ 2.6 million and a benefit from income taxes of $ 5.7 million for the three months ended June 30, 2022 and 2021, respectively, and a provision for income taxes of $ 4.6 million and a benefit from income taxes of $ 2.6 million for the six months ended June 30, 2022 and 2021, respectively.

The Company is subject to income tax in the U.S.

as well as other tax jurisdictions in which it conducts business.

The Company’s effective tax rate as of March 31, 2022 differs from the U.S.

statutory rate primarily due to the valuation allowance recorded on its losses from the U.S.

and other jurisdictions, foreign income taxed at different rates, non-deductible stock-based compensation, and foreign withholding taxes .

The provision for income taxes decreased by $ 1.1 million for the three months ended March 31, 2022 compared to the same period in 2021 primarily due to decreases in profits from the Company’s international operations offset by an increase in foreign withholding taxes.

The Company’s effective tax rate as of June 30, 2022 differs from the U.S.

statutory rate primarily due to foreign income taxed at different rates, foreign withholding taxes, and valuation allowances recorded on its losses from the U.S., U.K., and other jurisdictions .

The provision for income taxes increased by $ 8.2 million and $ 7.2 million for the three and six months ended June 30, 2022, respectively, compared to the same periods in 2021 primarily due to the revaluation of the Company’s United Kingdom (“U.K.”) deferred tax assets as a result of a change in the U.K.

corporate tax rate enacted in June 2021.

The realization of deferred tax assets is dependent upon the generation of sufficient taxable income of the appropriate character in future periods.

5 unchanged sentences

Accordingly, the Company has maintained a full valuation allowance on its U.S.

deferred tax assets as of March 31, 2022.

deferred tax assets as of June 30, 2022.

Provisions enacted in the 2017 Tax Cuts and Jobs Act related to the capitalization for tax purposes of research and experimental (“R&E”) expenditures became effective on January 1, 2022.

8 unchanged sentences

The following table presents the calculation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share amounts):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Net loss attributable to common stockholders, for diluted net loss per share $ ( 179,329 ) $ ( 138,580 ) $ ( 280,708 ) $ ( 262,054 )

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The following outstanding potentially dilutive common stock equivalents have been excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented due to their anti-dilutive effect (in thousands):

As of March 31,

As of June 30,

Options and stock appreciation rights issued and outstanding 336,576 417,699

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Financial information for each reportable segment was as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Government $ 262,998 $ 232,119 $ 504,788 $ 440,539

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Notes to Unaudited Condensed Consolidated Financial Statements

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Contribution:

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The reconciliation of contribution to loss from operations is as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Loss from operations $ ( 41,745 ) $ ( 146,148 ) $ ( 81,184 ) $ ( 260,162 )

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Revenue is as follows (in thousands, except percentages):

Three Months Ended March 31,

Amount % Amount %

Three Months Ended June 30, Six Months Ended June 30,

2022 2021 2022 2021

Amount % Amount % Amount % Amount %

United States $ 290,223 61 % $ 199,930 53 % $ 563,136 61 % $ 398,377 56 %

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Total revenue $ 473,010 100 % $ 375,642 100 % $ 919,367 100 % $ 716,876 100 %

(1) No other country represents 10 % or more of total revenue for the three months ended March 31, 2022 or 2021.

(1) No other country represents 10 % or more of total revenue for the three and six months ended June 30, 2022 or 2021.

Subsequent Events

On July 1, 2022, the Company entered into an amendment (the “July 2022 Amendment”) to the 2014 Credit Facility, which provided for, among other things, a new incremental delayed draw term loan (“DDTL”) facility in an aggregate principal amount of up to $ 450.0 million, upon the terms and conditions set forth in the 2014 Credit Facility, as amended, with new and existing lenders.

The DDTL facility is available to draw upon through July 1, 2023 and any drawn amounts will mature on March 31, 2027.

The DDTL facility, together with the Company’s existing revolving credit facility with an aggregate principal amount of up to $ 500.0 million, provides for total revolving and DDTL commitments of up to $ 950.0 million available to draw to fund working capital and general corporate expenditures.

No amounts were drawn as of the date of this Quarterly Report on Form 10-Q.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

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• our expectations regarding our multi-class stock and governance structure and the benefits thereof;

• our expectations regarding macroeconomic events, including rising inflation and interest rates and monetary policy changes;

• the impacts of the ongoing coronavirus (“COVID-19” or “COVID”) pandemic and the ongoing Russian invasion of Ukraine, including on our and our customers’, vendors’, and partners’ respective businesses and the markets in which we and our customers, vendors, and partners operate;

2 unchanged sentences

You should not rely upon forward-looking statements as predictions of future events.

We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends

that we believe may affect our business, financial condition, results of operations, and prospects.

We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects.

The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, and other factors, including those described in the section titled “ Risk Factors ” and elsewhere in this Quarterly Report on Form 10-Q.

11 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements