Snowflake Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 238 ) 63 Consolidated Balance Sheets 65 Consolidated Statements of Operations 66 Consolidated Statements of Comprehensive Loss 67 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) 68 Consolidated Statements of Cash Flows 69 Notes to Consolidated Financial Statements 71 62 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Snowflake Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Snowflake Inc. and its subsidiaries (the “Company”) as of January 31, 2022 and 2021, and the related consolidated statements of operations, of comprehensive loss, of redeemable convertible preferred stock and stockholders' equity (deficit) and of cash flows for each of the three years in the period ended January 31, 2022, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of January 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2022 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. 63 Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition - Capacity Arrangements As described in Note 2 to the consolidated financial statements, the Company delivers its platform over the internet as a service. The Company’s customers consume the platform typically under capacity arrangements, in which customers commit to a certain amount of consumption at specified prices. Management recognizes revenue as customers consume compute, storage, and data transfer resources. The Company’s total revenue for the year ended January 31, 2022 was $1.2 billion, of which a significant portion is recognized under capacity arrangements. The principal considerations for our determination that performing procedures relating to revenue recognition - capacity arrangements is a critical audit matter are the significant audit effort in performing procedures and evaluating audit evidence related to revenue recognized under capacity arrangements. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the revenue recognition process, including controls over revenue transactions recognized under capacity arrangements. These procedures also included, among others, evaluating, on a test basis, revenue recognized under capacity arrangements by obtaining and inspecting invoices, customer order forms, cash receipts from customers, usage confirmations from customers, and usage records. /s/ PricewaterhouseCoopers LLP San Jose, California March 30, 2022 We have served as the Company’s auditor since 2019. 64 Table of Contents SNOWFLAKE INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share data) January 31, 2022 January 31, 2021 Assets Current assets: Cash and cash equivalents $ 1,085,729 $ 820,177 Short-term investments 2,766,364 3,087,887 Accounts receivable, net 545,629 294,017 Deferred commissions, current 51,398 32,371 Prepaid expenses and other current assets 149,523 66,200 Total current assets 4,598,643 4,300,652 Long-term investments 1,256,207 1,165,275 Property and equipment, net 105,079 68,968 Operating lease right-of-use assets 190,356 186,818 Goodwill 8,449 8,449 Intangible assets, net 37,141 16,091 Deferred commissions, non-current 124,517 86,164 Other assets 329,306 89,322 Total assets $ 6,649,698 $ 5,921,739 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 13,441 $ 5,647 Accrued expenses and other current liabilities 200,664 125,315 Operating lease liabilities, current 25,101 19,650 Deferred revenue, current 1,157,887 638,652 Total current liabilities 1,397,093 789,264 Operating lease liabilities, non-current 181,196 184,887 Deferred revenue, non-current 11,180 4,194 Other liabilities 11,184 6,923 Total liabilities 1,600,653 985,268 Commitments and contingencies (Note 9) Stockholders’ equity: Preferred stock; $ 0.0001 par value per share; 200,000,000 shares authorized as of January 31, 2022 and 2021; zero shares issued and outstanding as of January 31, 2022 and 2021 — — Class A common stock; $ 0.0001 par value per share; 2,500,000,000 shares authorized as of January 31, 2022 and 2021; 312,376,783 and 111,374,416 shares issued and outstanding as of January 31, 2022 and 2021, respectively (1) 31 11 Class B common stock; $ 0.0001 par value per share; 185,461,432 and 355,000,000 shares authorized as of January 31, 2022 and 2021, respectively; zero and 176,543,188 shares issued and outstanding as of January 31, 2022 and 2021, respectively (1) — 17 Additional paid-in capital 6,984,669 6,175,425 Accumulated other comprehensive income (loss) ( 16,286 ) 439 Accumulated deficit ( 1,919,369 ) ( 1,239,421 ) Total stockholders’ equity 5,049,045 4,936,471 Total liabilities and stockholders’ equity $ 6,649,698 $ 5,921,739 ________________ (1) On March 1, 2021, all shares of the Company’s then-outstanding Class B common stock were automatically converted into the same number of shares of Class A common stock, pursuant to the terms of the Company’s amended and restated certificate of incorporation. No additional shares of Class B common stock will be issued following such conversion. See Note 11 for further details. See accompanying notes to consolidated financial statements. 65 Table of Contents SNOWFLAKE INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except share and per share data) Fiscal Year Ended January 31, 2022 2021 2020 Revenue $ 1,219,327 $ 592,049 $ 264,748 Cost of revenue 458,433 242,588 116,557 Gross profit 760,894 349,461 148,191 Operating expenses: Sales and marketing 743,965 479,317 293,577 Research and development 466,932 237,946 105,160 General and administrative 265,033 176,135 107,542 Total operating expenses 1,475,930 893,398 506,279 Operating loss ( 715,036 ) ( 543,937 ) ( 358,088 ) Interest income 9,129 7,507 11,551 Other income (expense), net 28,947 ( 610 ) ( 1,005 ) Loss before income taxes ( 676,960 ) ( 537,040 ) ( 347,542 ) Provision for income taxes 2,988 2,062 993 Net loss $ ( 679,948 ) $ ( 539,102 ) $ ( 348,535 ) Net loss per share attributable to Class A and Class B common stockholders—basic and diluted (1) $ ( 2.26 ) $ ( 3.81 ) $ ( 7.77 ) Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders—basic and diluted (1) 300,273,227 141,613,196 44,847,442 ________________ (1) On March 1, 2021, all shares of the Company’s then-outstanding Class B common stock were automatically converted into the same number of shares of Class A common stock, pursuant to the terms of the Company’s amended and restated certificate of incorporation. No additional shares of Class B common stock will be issued following such conversion. See Note 11 for further details. See accompanying notes to consolidated financial statements. 66 Table of Contents SNOWFLAKE INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Fiscal Year Ended January 31, 2022 2021 2020 Net loss $ ( 679,948 ) $ ( 539,102 ) $ ( 348,535 ) Other comprehensive income (loss): Foreign currency translation adjustments ( 918 ) 118 — Net change in unrealized gains or losses on available-for-sale debt securities ( 15,807 ) 105 200 Total other comprehensive income (loss) ( 16,725 ) 223 200 Comprehensive loss $ ( 696,673 ) $ ( 538,879 ) $ ( 348,335 ) See accompanying notes to consolidated financial statements. 67 Table of Contents SNOWFLAKE INC. CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (in thousands, except share and per share data) Redeemable Convertible Preferred Stock Class A and Class B Common Stock (1) Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount BALANCE—January 31, 2019 168,309,042 $ 910,853 45,559,637 $ 5 $ 39,296 $ 16 $ ( 351,784 ) $ ( 312,467 ) Issuance of Series F redeemable convertible preferred stock at $ 14.96125 per share 1,612,230 24,121 — — — — — — Issuance of common stock upon exercise of stock options — — 9,735,006 1 27,525 — — 27,526 Repurchases of early exercised stock options and restricted common stock — — ( 520,557 ) — — — — — Vesting of early exercised stock options and restricted common stock — — — — 5,791 — — 5,791 Issuance of restricted stock — — 16,700 — — — — — Issuance of common stock in connection with a business combination — — 661,635 — 4,749 — — 4,749 Stock-based compensation — 1,500 — — 77,979 — — 77,979 Other comprehensive income — — — — — 200 — 200 Net loss — — — — — — ( 348,535 ) ( 348,535 ) BALANCE—January 31, 2020 169,921,272 936,474 55,452,421 6 155,340 216 ( 700,319 ) ( 544,757 ) Issuance of Series G-1 and Series G-2 redeemable convertible preferred stock at $ 38.77 per share, net of issuance costs of $ 230 12,349,827 478,573 — — — — — — Conversion of redeemable convertible preferred stock to common stock upon initial public offering ( 182,271,099 ) ( 1,415,047 ) 182,271,099 18 1,415,029 — — 1,415,047 Issuance of common stock upon initial public offering and private placements, net of underwriting discounts — — 36,366,666 4 4,242,280 — — 4,242,284 Issuance of common stock upon exercise of stock options — — 13,798,741 — 53,671 — — 53,671 Exercise of common stock warrants — — 32,241 — — — — — Repurchase of early exercised stock options — — ( 40,000 ) — — — — — Vesting of early exercised stock options and restricted common stock — — — — 5,592 — — 5,592 Vesting of restricted stock units — — 36,436 — — — — — Stock-based compensation — — — — 303,513 — — 303,513 Other comprehensive income — — — — — 223 — 223 Net loss — — — — — — ( 539,102 ) ( 539,102 ) BALANCE—January 31, 2021 — — 287,917,604 28 6,175,425 439 ( 1,239,421 ) 4,936,471 Issuance of common stock upon exercise of stock options — — 20,902,509 3 126,998 — — 127,001 Issuance of common stock under employee stock purchase plan — — 370,452 — 52,227 — — 52,227 Vesting of early exercised stock options and restricted common stock — — — — 750 — — 750 Vesting of restricted stock units — — 3,186,218 — — — — — Stock-based compensation — — — — 629,269 — — 629,269 Other comprehensive loss — — — — — ( 16,725 ) — ( 16,725 ) Net loss — — — — — — ( 679,948 ) ( 679,948 ) BALANCE—January 31, 2022 — $ — 312,376,783 $ 31 $ 6,984,669 $ ( 16,286 ) $ ( 1,919,369 ) $ 5,049,045 ________________ (1) On March 1, 2021, all shares of the Company’s then-outstanding Class B common stock were automatically converted into the same number of shares of Class A common stock, pursuant to the terms of the Company’s amended and restated certificate of incorporation. No additional shares of Class B common stock will be issued following such conversion. See Note 11 for further details. See accompanying notes to consolidated financial statements. 68 Table of Contents SNOWFLAKE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Fiscal Year Ended January 31, 2022 2021 2020 Cash flows from operating activities: Net loss $ ( 679,948 ) $ ( 539,102 ) $ ( 348,535 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 21,498 9,826 3,522 Non-cash operating lease costs 35,553 33,475 27,712 Amortization of deferred commissions 37,876 28,841 16,986 Stock-based compensation, net of amounts capitalized 605,095 301,441 78,399 Net amortization (accretion) of premiums (discounts) on investments 48,002 8,630 ( 5,459 ) Net unrealized gains on strategic investments in equity securities ( 27,621 ) — — Other 1,297 4,580 1,476 Changes in operating assets and liabilities, net of effect of business combinations: Accounts receivable ( 251,652 ) ( 116,289 ) ( 116,869 ) Deferred commissions ( 95,877 ) ( 51,444 ) ( 68,595 ) Prepaid expenses and other assets ( 159,159 ) ( 62,349 ) ( 10,811 ) Accounts payable 7,371 ( 2,878 ) 1,116 Accrued expenses and other liabilities 79,772 58,252 34,994 Operating lease liabilities ( 38,249 ) ( 31,281 ) ( 13,455 ) Deferred revenue 526,221 312,881 222,961 Net cash provided by (used in) operating activities 110,179 ( 45,417 ) ( 176,558 ) Cash flows from investing activities: Purchases of property and equipment ( 16,221 ) ( 35,037 ) ( 18,583 ) Capitalized internal-use software development costs ( 12,772 ) ( 5,293 ) ( 4,265 ) Cash paid for business combinations, net of cash acquired — ( 6,035 ) ( 6,314 ) Purchases of intangible assets ( 24,334 ) ( 8,374 ) — Purchases of investments ( 4,250,338 ) ( 4,859,852 ) ( 622,854 ) Sales of investments 440,069 177,070 14,087 Maturities and redemptions of investments 3,842,796 700,876 776,424 Net cash provided by (used in) investing activities ( 20,800 ) ( 4,036,645 ) 138,495 Cash flows from financing activities: Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs — 478,573 24,121 Proceeds from initial public offering and private placements, net of underwriting discounts — 4,242,284 — Proceeds from early exercised stock options — 159 6,213 Proceeds from exercise of stock options 127,036 53,378 27,526 Proceeds from issuance of common stock under employee stock purchase plan 52,227 — — Proceeds from repayments of a nonrecourse promissory note — 2,090 — Repurchases of early exercised stock options and restricted common stock — ( 30 ) ( 391 ) Payments of deferred purchase consideration for business combinations ( 1,065 ) ( 1,164 ) — Net cash provided by financing activities 178,198 4,775,290 57,469 69 Table of Contents Fiscal Year Ended January 31, 2022 2021 2020 Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 236 ) ( 11 ) — Net increase in cash, cash equivalents, and restricted cash 267,341 693,217 19,406 Cash, cash equivalents, and restricted cash—beginning of period 835,193 141,976 122,570 Cash, cash equivalents, and restricted cash—end of period $ 1,102,534 $ 835,193 $ 141,976 Supplemental disclosures of cash flow information: Cash paid for income taxes $ 1,482 $ 1,195 $ 1,428 Supplemental disclosures of non-cash investing and financing activities Property and equipment included in accounts payable and accrued expenses $ 5,115 $ 6,941 $ 589 Stock-based compensation included in capitalized software development costs $ 23,620 $ 2,072 $ 1,080 Vesting of early exercised stock options and restricted common stock $ 750 $ 3,502 $ 5,791 Equity consideration in connection with a business combination $ — $ — $ 4,749 Intangible assets included in accrued expenses and other liabilities $ 4,544 $ — $ — Net change in unrealized gains or losses on available-for-sale debt securities $ 15,807 $ 105 $ 200 Reconciliation of cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 1,085,729 $ 820,177 $ 127,206 Restricted cash—included in other assets and prepaid expenses and other current assets 16,805 15,016 14,770 Total cash, cash equivalents, and restricted cash $ 1,102,534 $ 835,193 $ 141,976 See accompanying notes to consolidated financial statements. 70 Table of Contents SNOWFLAKE INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Description of Business Snowflake Inc. (Snowflake or the Company) provides a cloud-based data platform, which enables customers to consolidate data to drive meaningful business insights, build data-driven applications, and share data. The Company provides its platform through a customer-centric, consumption-based business model, only charging customers for the resources they use. Through its platform, the Company delivers the Data Cloud, a network where Snowflake customers, partners, data providers, and data consumers can break down data silos and derive value from rapidly growing data sets in secure, governed, and compliant ways. Snowflake was incorporated in the state of Delaware on July 23, 2012. 2. Basis of Presentation and Summary of Significant Accounting Policies Fiscal Year The Company’s fiscal year ends on January 31. For example, references to fiscal 2022 refer to the fiscal year ended January 31, 2022. Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). Principles of Consolidation The consolidated financial statements include the accounts of Snowflake Inc. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Segment Information The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. For information regarding the Company’s revenue by geographic area, see Note 3. The following table presents the Company’s long-lived assets, comprising property and equipment, net and operating lease right-of-use assets, by geographic area (in thousands): January 31, 2022 January 31, 2021 United States $ 272,895 $ 247,457 Other 22,540 8,329 Total $ 295,435 $ 255,786 Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, stand-alone selling prices (SSP) for each distinct performance obligation, internal-use software development costs, the expected period of benefit for deferred commissions, the useful lives of long-lived assets, the carrying value of operating lease right-of-use assets, stock-based compensation, accounting for income taxes, and the fair value of investments in marketable and non-marketable securities. 71 Table of Contents The Company bases its estimates on historical experience and also on assumptions that management considers reasonable. The Company assesses these estimates on a regular basis; however, actual results could differ from these estimates due to risks and uncertainties, including uncertainty in the current economic environment due to the potential long-term impact and duration of the ongoing COVID-19 pandemic. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash, cash equivalents, investments in marketable securities, restricted cash, and accounts receivable. The Company maintains its cash, cash equivalents, investments in marketable securities, and restricted cash with high-quality financial institutions with investment-grade ratings. For accounts receivable, the Company is exposed to credit risk in the event of nonpayment by customers up to the amounts recorded on the consolidated balance sheets. The Company manages its accounts receivable credit risk through ongoing credit evaluation of its customers' financial conditions. The Company generally does not require collateral from its customers. For information regarding the Company’s significant customers, see Note 3. Foreign Currency The reporting currency of the Company is the United States dollar. The functional currency of the Company’s foreign subsidiaries is the U.S. dollar or the Euro, depending on the nature of the subsidiaries’ activities. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured to the functional currency at period-end exchange rates. Foreign currency transaction gains and losses resulting from remeasurement are recognized in other income (expense), net in the consolidated statements of operations, and have not been material for any of the periods presented. For those subsidiaries with non-U.S. dollar functional currencies, assets and liabilities are translated into U.S. dollars at period-end exchange rates. Revenue and expenses are translated at the average exchange rates during the period. Equity transactions are translated using historical exchange rates. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity (deficit). Revenue Recognition The Company accounts for revenue in accordance with Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606) for all periods presented. The Company delivers its platform over the internet as a service. Customers choose to consume the platform under either capacity arrangements, in which customers commit to a certain amount of consumption at specified prices, or under on-demand arrangements, in which the Company charges for use of the platform monthly in arrears. Under capacity arrangements, from which a majority of revenue is derived, the Company typically bills its customers annually in advance of their consumption. Revenue from on-demand arrangements typically relates to initial consumption as part of customer onboarding and, to a lesser extent, overage consumption beyond a customer’s contracted usage amount or following the expiration of a customer’s contract. Revenue from on-demand arrangements represented 3 %, 4 %, and 4 % of the Company’s revenue for the fiscal years ended January 31, 2022, 2021, and 2020, respectively. The Company recognizes revenue as customers consume compute, storage, and data transfer resources under either of these arrangements. In limited instances, customers pay an annual deployment fee to gain access to a dedicated instance of a virtual private deployment. Deployment fees are recognized ratably over the contract term. Customers do not have the contractual right to take possession of the Company’s platform. Pricing for the platform includes embedded support services, data backup and disaster recovery services, as well as future updates, when and if available, offered during the contract term. Customer contracts for capacity typically have a term of one to four years . To the extent customers enter into such contracts and either consume the platform in excess of their capacity commitments or continue to use the platform after expiration of the contract term, they are charged for their incremental consumption. In many cases, customer contracts permit customers to roll over any unused capacity to a subsequent order, generally on the purchase of additional capacity. Customer contracts are generally non-cancelable during the contract term, although customers can terminate for breach if the Company materially fails to perform. For those customers who do not have a capacity arrangement, the Company’s on-demand arrangements generally have a monthly stated contract term and can be terminated at any time by either the customer or the Company. 72 Table of Contents For storage resources, consumption for a given customer is based on the average terabytes per month of all of such customer’s data stored in the platform. For compute resources, consumption is based on the type of compute resource used and the duration of use or, for some features, the volume of data processed. For data transfer resources, consumption is based on terabytes of data transferred, the public cloud provider used, and the region to and from which the transfer is executed. The Company’s revenue also includes professional services and other revenue, which consists primarily of consulting, on-site technical solution services, and training related to the platform. Professional services revenue is recognized over time based on input measures, including time and materials costs incurred relative to total costs, with consideration given to output measures, such as contract deliverables, when applicable. Other revenue consists primarily of fees from customer training delivered on-site or through publicly available classes. The Company determines revenue recognition in accordance with ASC 606 through the following five steps: 1) Identify the contract with a customer. The Company considers the terms and conditions of the contracts and the Company’s customary business practices in identifying its contracts under ASC 606. The Company determines it has a contract with a customer when the contract has been approved by both parties, it can identify each party’s rights regarding the services to be transferred and the payment terms for the services, it has determined the customer to have the ability and intent to pay, and the contract has commercial substance. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s payment history or, in the case of a new customer, credit and financial information pertaining to the customer. 2) Identify the performance obligations in the contract. Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. The Company treats consumption of its platform for compute, storage, and data transfer resources as one single performance obligation because they are consumed by customers as a single, integrated offering. The Company does not make any one of these resources available for consumption without the others. Instead, each of compute, storage, and data transfer work together to drive consumption on the Company’s platform. The Company treats its virtual private deployments for customers, professional services, on-site technical solution services, and training each as a separate and distinct performance obligation. Some customers have negotiated an option to purchase additional capacity at a stated discount. These options generally do not provide a material right as they are priced at the Company’s SSP, as described below, as the stated discounts are not incremental to the range of discounts typically given. 3) Determine the transaction price. The transaction price is determined based on the consideration the Company expects to receive in exchange for transferring services to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue recognized under the contract will not occur. Variable consideration is estimated based on expected value, primarily relying on the Company’s history. In certain situations, the Company may also use the most likely amount as the basis of its estimate. None of the Company’s contracts contain a significant financing component. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental entities (e.g., sales and other indirect taxes). 4) Allocate the transaction price to performance obligations in the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative SSP basis. The determination of a relative SSP for each distinct performance obligation requires judgment. The Company determines SSP for performance obligations based on an observable standalone selling price when it is available, as well as other factors, including the overall pricing objectives, which take into consideration market conditions and customer-specific factors, including a review of internal discounting tables, the services being sold, the volume of capacity commitments, and other factors. The observable standalone selling price is established based on the price at which products and services are sold separately. If an SSP is not observable through past transactions, the Company estimates it using available information including, but not limited to, market data and other observable inputs. 73 Table of Contents 5) Recognize revenue when or as the Company satisfies a performance obligation. Revenue is recognized at the time the related performance obligation is satisfied by transferring the promised service to a customer. Revenue is recognized when control of the services is transferred to the customers, in an amount that reflects the consideration that the Company expects to receive in exchange for those services. The Company determined an output method to be the most appropriate measure of progress because it most faithfully represents when the value of the services is simultaneously received and consumed by the customer, and control is transferred. Virtual private deployment fees are recognized ratably over the term of the deployment as the deployment service represents a stand-ready performance obligation provided throughout the deployment term. Allocation of Overhead Costs Overhead costs that are not substantially dedicated for use by a specific functional group are allocated based on headcount. Such costs include costs associated with office facilities, depreciation of property and equipment, and information technology (IT) related personnel and other expenses, such as software and subscription services. Cost of Revenue Cost of revenue consists primarily of (i) third-party cloud infrastructure expenses incurred in connection with the customers’ use of the Snowflake platform and deploying and maintaining the platform on public clouds, including different regional deployments, (ii) personnel-related costs associated with the Company’s customer support team, engineering team that is responsible for maintaining the Company's service availability and security of its platform, and professional services and training departments, including salaries, benefits, bonuses, and stock-based compensation, and (iii) costs of contracted third-party partners for professional services. Cost of revenue also includes amortization of internal-use software development costs, amortization of acquired developed technology intangible assets, expenses associated with software and subscription services dedicated for use by the Company’s customer support team and engineering team responsible for maintaining the Company's service, and allocated overhead. Research and Development Costs Research and development costs are expensed as incurred, unless they qualify as internal-use software development costs. Research and development expenses consist primarily of personnel-related expenses associated with the Company’s research and development staff, including salaries, benefits, bonuses, and stock-based compensation. Research and development expenses also include contractor or professional services fees, third-party cloud infrastructure expenses incurred in developing the Company’s platform, expenses associated with computer equipment, software and subscription services dedicated for use by the Company’s research and development organization, and allocated overhead. Advertising Costs Advertising costs are expensed as incurred and are included in sales and marketing expenses in the consolidated statements of operations. These costs were $ 57.5 million, $ 41.0 million, and $ 29.7 million for the fiscal years ended January 31, 2022, 2021, and 2020, respectively. Income Taxes The Company is subject to income taxes in the United States and numerous foreign jurisdictions. Significant judgment is required in determining its provision for income taxes and deferred tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. The Company records a provision for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts for financial reporting purposes and the tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. The deferred assets and liabilities are measured using the statutorily enacted tax rates anticipated to be in effect when those tax assets and liabilities are expected to be realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. 74 Table of Contents A valuation allowance is established if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company considers all available evidence, both positive and negative, including historical levels of income, expectations and risks associated with estimates of future taxable income in assessing the need for a valuation allowance. The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not the position will be sustainable upon examination by the taxing authority, including resolution of any related appeals or litigation processes. This evaluation is based on all available evidence and assumes that the tax authorities have full knowledge of all relevant information concerning the tax position. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not (greater than 50% likely) to be realized upon ultimate settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in income tax expense. The Company makes adjustments to these reserves in accordance with the income tax guidance when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences may affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards, including stock options, restricted stock awards, restricted stock units (RSUs) granted to employees, directors, and non-employees, and stock purchase rights granted under the Employee Stock Purchase Plan (ESPP Rights) to employees, based on the estimated fair value of the awards on the date of grant. The fair value of each stock option granted and ESPP Rights is estimated using the Black-Scholes option-pricing model. The determination of the grant-date fair value using an option-pricing model is affected by the estimated fair value of the Company’s common stock as well as assumptions regarding a number of other complex and subjective variables. These variables include expected stock price volatility over an expected term, actual and projected employee stock option exercise behaviors, the risk-free interest rate for an expected term, and expected dividends. The fair value of each RSU is based on the fair value of the Company’s common stock on the date of grant. Stock-based compensation is generally recognized on a straight-line basis over the requisite service period. For awards with both a service-based vesting condition and a performance-based vesting condition, the stock-based compensation is recognized using an accelerated attribution method from the time it is deemed probable that the vesting condition will be met through the time the service-based vesting condition has been achieved. If an award contains a provision whereby vesting is accelerated upon a change in control, the Company recognizes stock-based compensation expense on a straight-line basis, as a change in control is considered to be outside of the Company’s control and is not considered probable until it occurs. Forfeitures are accounted for in the period in which they occur. Net Loss Per Share Attributable to Class A and Class B Common Stockholders As discussed in Note 11, on March 1, 2021, all shares of the Company’s then-outstanding Class B common stock were automatically converted into the same number of shares of Class A common stock pursuant to the terms of the Company’s amended and restated certificate of incorporation. Basic and diluted net loss per share attributable to common stockholders is computed in conformity with the two-class method required for participating securities. The Company considered unvested common stock and, prior to the automatic conversion of all of its outstanding redeemable convertible preferred stock into Class B common stock in connection with its initial public offering (IPO) in September 2020, all series of its redeemable convertible preferred stock to be participating securities, as the holders of such stock have the right to receive nonforfeitable dividends on a pari passu basis in the event that a dividend is declared on common stock. Under the two-class method, net loss is not allocated to the redeemable convertible preferred stock as the holders of such stock do not have a contractual obligation to share in the Company’s losses. 75 Table of Contents Basic net loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents to the extent they are dilutive. For purposes of this calculation, redeemable convertible preferred stock, stock options, restricted stock awards, RSUs, ESPP Rights, early exercised stock options, and common stock warrants are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive for all periods presented. The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting, converting, and transfer rights. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis to each class of common stock and the resulting basic and diluted net loss per share attributable to common stockholders are, therefore, the same for both Class A and Class B common stock on both individual and combined basis. Cash and Cash Equivalents The Company considers all highly liquid investments with original or remaining maturities of three months or less when purchased to be cash equivalents. Restricted Cash Restricted cash primarily consists of collateralized letters of credit established in connection with lease agreements for the Company’s facilities. Restricted cash is included in current assets for leases that expire within one year and is included in non-current assets for leases that expire more than one year from the balance sheet date. Investments The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale and are recorded at estimated fair value. The Company classifies its marketable debt securities as either short-term or long-term at each balance sheet date based on each instrument’s underlying contractual maturity date. Short-term investments are investments with original maturities of less than one year when purchased. Purchase premiums and discounts are amortized or accreted using the effective interest method over the life of the related security and such amortization and accretion are included in interest income in the consolidated statements of operations. For available-for-sale debt securities in an unrealized loss position, the Company first assesses whether it intends to sell or it is more likely than not that the Company will be required to sell the security before the recovery of its entire amortized cost basis. If either of these criteria is met, the security’s amortized cost basis is written down to fair value through other income (expense), net in the consolidated statements of operations. If neither of these criteria is met, the Company further assesses whether the decline in fair value below amortized cost is due to credit or non-credit related factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and any adverse conditions specifically related to the security, among other factors. Credit related unrealized losses are recognized as an allowance on the consolidated balance sheets with a corresponding charge in the other income (expense), net in the consolidated statements of operations. Non-credit related unrealized losses and unrealized gains on available-for-sale debt securities are included in accumulated other comprehensive income (loss). Realized gains and losses are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of operations. 76 Table of Contents Strategic Investments The Company’s strategic investments consist of non-marketable equity and debt securities in privately-held companies and marketable equity securities in publicly-traded companies; in each case the Company does not have a controlling interest or significant influence. Strategic investments are included in other assets on the consolidated balance sheets. The Company’s non-marketable equity securities are recorded at cost and adjusted for observable transactions for the same or similar investments of the same issuer (referred to as the Measurement Alternative) or impairment. For these investments, the Company recognizes remeasurement adjustments, including upward and downward adjustments, and impairments, if any, in other income (expense), net in the consolidated statements of operations. Valuations of privately-held securities are inherently complex due to the lack of readily available market data and require the use of judgment. For example, determining whether an orderly transaction is for an identical or similar investment requires judgment based on the rights and obligations that are attached to the securities. In determining the estimated fair value of these investments, the Company uses the most recent data available to the Company. Marketable equity securities are measured at fair value with changes in fair value recorded in other income (expense), net in the consolidated statements of operations. Non-marketable debt securities are classified as available-for-sale and are recorded at their estimated fair value with changes in fair value recorded through accumulated other comprehensive income (loss). Strategic investments are subject to periodic impairment analysis, which would involve an assessment of both qualitative and quantitative factors, including the investee’s financial metrics, market acceptance of the investee’s product or technology, and the rate at which the investee is using its cash. If the investment is considered impaired, the Company recognizes an impairment through other income (expense), net in the consolidated statements of operations and establishes a new carrying value for the investment. Fair Value of Financial Instruments The Company’s primary financial instruments include cash equivalents, investments in marketable securities, strategic investments, restricted cash, accounts receivable, accounts payable and accrued expenses. The carrying amounts of cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate fair value due to their short-term nature. See Note 5 for information regarding the fair value of the Company’s investments in marketable securities and strategic investments. Accounts Receivable, Net Accounts receivable include billed and unbilled receivables, net of allowance for credit losses. Trade accounts receivable are recorded at invoiced amounts and do not bear interest. The allowance for credit losses is estimated based on the Company’s assessment of the collectibility of accounts receivable by considering various factors, including the age of each outstanding invoice, the collection history of each customer, historical write-off experience, current economic conditions, and reasonable and supportable forecasts of future economic conditions over the life of the receivable. The Company assesses collectibility by reviewing accounts receivable on an aggregate basis when similar characteristics exist and on an individual basis when specific customers with collectibility issues are identified. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. Internal-Use Software Development Costs The Company capitalizes qualifying internal-use software development costs, primarily related to its cloud platform. The costs consist of personnel costs (including related benefits and stock-based compensation) that are incurred during the application development stage. Capitalization of costs begins when two criteria are met: (1) the preliminary project stage is completed, and (2) it is probable that the software will be completed and used for its intended function. Capitalization ceases when the software is substantially complete and ready for its intended use, including the completion of all significant testing. Costs related to preliminary project activities and post-implementation operating activities are expensed as incurred. 77 Table of Contents Capitalized costs are included in property and equipment, net on the consolidated balance sheets. These costs are amortized over the estimated useful life of the software, which is three years , on a straight-line basis. The amortization of capitalized costs related to the Company’s platform applications is primarily included in cost of revenue in the consolidated statements of operations. Property and Equipment, Net Property and equipment, net is stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the related asset, ranging from generally three to seven years . Leasehold improvements are amortized over the shorter of estimated useful life or the remaining lease term. Expenses that improve an asset or extend its remaining useful life are capitalized. Costs of maintenance or repairs that do not extend the lives of the respective assets are charged to expenses as incurred. Deferred Commissions The Company capitalizes incremental costs of obtaining a contract with a customer if such costs are recoverable. Such costs consist primarily of (i) sales commissions tied to new customer or customer expansion contracts earned by the Company’s sales force and the associated payroll taxes and fringe benefits, and (ii) certain referral fees earned by third parties. These costs are capitalized and then amortized over a period of benefit that is determined to be five years . The Company determined the period of benefit by taking into consideration the length of terms in its customer contracts, life of the technology, and other factors. Amounts expected to be recognized within one year of the balance sheet date are recorded as deferred commissions, current, and the remaining portion is recorded as deferred commissions, non-current, on the consolidated balance sheets. Amortization expense is included in sales and marketing expenses in the consolidated statements of operations. As a result of modifications to the Company’s sales compensation plan during the fiscal year ended January 31, 2021, a portion of the sales commissions paid to the sales force is earned based on the rate of the customers’ consumption of the Company’s platform, in addition to a portion of the commissions earned upon the origination of the new customer or customer expansion contract. Sales commissions tied to customers’ consumption are not considered incremental costs and are expensed in the same period as they are earned. Deferred commissions are periodically analyzed for impairment. There were no impairment losses relating to the deferred commissions for all periods presented. Leases The Company determines if an arrangement is or contains a lease at inception by evaluating various factors, including if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration and other facts and circumstances. Lease classification is determined at the lease commencement date. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current, and operating lease liabilities, noncurrent on the consolidated balance sheets. The Company did not have any material finance leases for all periods presented. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments consist primarily of the fixed payments under the arrangement, less any lease incentives. Variable lease payments are expensed as incurred and include certain non-lease components, such as maintenance and other services provided by the lessor to the extent the charges are variable. The Company uses an estimate of its incremental borrowing rate (IBR) based on the information available at the lease commencement date in determining the present value of lease payments, unless the implicit rate is readily determinable. In determining the appropriate IBR, the Company considers various factors, including, but not limited to, its credit rating, the lease term, and the currency in which the arrangement is denominated. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company does not separate non-lease components from lease components for its facility asset portfolio. In addition, the Company does not recognize right-of-use assets and lease liabilities for short-term leases, which have a lease term of 12 months or less and do not include an option to purchase the underlying asset that the Company is reasonably certain to exercise. Lease cost for short-term leases is recognized on a straight-line basis over the lease term. 78 Table of Contents In addition, the Company subleases certain of its unoccupied facilities to third parties. Any impairment to the associated right-of-use assets, leasehold improvements, or other assets as a result of a sublease is recognized in the period the sublease is executed and recorded in the consolidated statements of operations. The Company recognizes sublease income on a straight-line basis over the sublease term. Sublease income is recorded as a reduction to the Company’s operating lease costs. Business Combinations The Company applies a screen test to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. When the Company acquires a business, the purchase consideration is allocated to the tangible assets acquired, liabilities assumed, and intangible assets acquired based on their estimated respective fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Impairment of Goodwill, Intangible Assets, and Other Long-Lived Assets The Company’s long-lived assets with finite lives consist primarily of property and equipment, capitalized development software costs, operating lease right-of-use assets and acquired intangible assets. Long-lived assets with finite lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group. The Company did not recognize any material impairments of long-lived assets for all periods presented. Goodwill and indefinite-lived intangible assets are not amortized but rather tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that impairment may exist. Goodwill impairment is recognized when the quantitative assessment results in the carrying value of the reporting unit exceeding its fair value, in which case an impairment charge is recorded to goodwill to the extent the carrying value exceeds the fair value, limited to the amount of goodwill. The Company did not recognize any impairment of goodwill for all periods presented. Deferred Revenue The Company records deferred revenue when the Company receives customer payments in advance of satisfying the performance obligations on the Company’s contracts. Capacity arrangements are generally billed and paid in advance of satisfaction of performance obligations, and the Company’s on-demand arrangements are billed in arrears generally on a monthly basis. Deferred revenue also includes amounts that have been invoiced but not yet collected, classified as accounts receivable, when the Company has an enforceable right to invoice for capacity arrangements. Deferred revenue relating to the Company’s capacity arrangements that have a contractual expiration date of less than 12 months are classified as current. For capacity arrangements that have a contractual expiration date of greater than 12 months, the Company apportions deferred revenue between current and non-current based upon an assumed ratable consumption of these capacity arrangements over the entire term of the arrangement, even though it does not recognize revenue ratably over the term of the contract as customers have flexibility in their consumption and revenue is generally recognized on consumption. In addition, in many cases, the Company’s customer contracts also permit customers to roll over any unused capacity to a subsequent order, generally on the purchase of additional capacity. As such, the current or non-current classification of deferred revenue may not reflect the actual timing of revenue recognition. 79 Table of Contents Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected, with further clarifications made more recently. For trade receivables, loans, and other financial instruments, the Company is required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities are required to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. The Company early adopted this guidance effective February 1, 2021 on a modified retrospective basis, and the adoption did not result in any cumulative effect adjustment in its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract , which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by this new guidance. The Company adopted this guidance effective February 1, 2021 on a prospective basis, and the adoption did not have a material impact on its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by eliminating some exceptions to the general approach in ASC 740, Income Taxes in order to reduce the cost and complexity of its application. The Company early adopted this guidance effective February 1, 2021, and the adoption did not have a material impact on its consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers , as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities are recognized by the acquirer at fair value on the acquisition date. The Company early adopted this guidance upon issuance to all business combinations that occur on or after the date of adoption. The adoption had no impact on the Company’s consolidated financial statements as there were no acquisitions accounted for as business combinations in fiscal 2022. 3. Revenue, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations Disaggregation of Revenue Revenue consists of the following (in thousands): Fiscal Year Ended January 31, 2022 2021 2020 Product revenue $ 1,140,469 $ 553,794 $ 252,229 Professional services and other revenue 78,858 38,255 12,519 Total $ 1,219,327 $ 592,049 $ 264,748 80 Table of Contents Revenue by geographic area, based on the location of the Company’s customers (or end-customers under reseller arrangements), was as follows (in thousands): Fiscal Year Ended January 31, 2022 2021 2020 Americas: United States $ 977,077 $ 499,590 $ 233,828 Other Americas (1) 26,324 9,480 2,537 EMEA (1)(2) 169,268 66,813 22,388 Asia-Pacific and Japan (1) 46,658 16,166 5,995 Total $ 1,219,327 $ 592,049 $ 264,748 ________________ (1) No individual country in these areas represented more than 10% of the Company’s revenue for all periods presented. (2) Europe, the Middle East and Africa Accounts Receivable, Net As of January 31, 2022 and 2021, allowance for credit losses of $ 1.3 million and $ 2.6 million, was included in the Company’s accounts receivable, net balance, respectively. Significant Customers For purposes of assessing the concentration of credit risk and significant customers, a group of customers under common control or customers that are affiliates of each other are regarded as a single customer. The Company’s significant customers that represented 10% or more of revenue for the periods presented were as follows: Fiscal Year Ended January 31, 2022 2021 2020 Customer A * * 11 % ________________ * Less than 10% As of January 31, 2022 and 2021, there were no customers that represented 10% or more of the Company’s accounts receivable, net balance. Deferred Revenue The Company recognized $ 535.8 million, $ 257.9 million, and $ 89.1 million of revenue for the fiscal years ended January 31, 2022, 2021, and 2020, respectively, from the deferred revenue balances as of January 31, 2021, 2020, and 2019, respectively. Remaining Performance Obligations Remaining performance obligations (RPO) represent the amount of contracted future revenue that has not yet been recognized, including (i) deferred revenue, and (ii) non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. The Company’s RPO excludes performance obligations from on-demand arrangements as there are no minimum purchase commitments associated with these arrangements, and certain time and materials contracts that are billed in arrears. Portions of RPO that are not yet invoiced and are denominated in foreign currencies are revalued into USD each period based on the applicable period-end exchange rates. As of January 31, 2022, the Company’s RPO was $ 2.6 billion, of which approximately 77 % was related to contracts with original terms that exceed one year. The weighted-average remaining life of the Company’s contracts with original terms that exceed one year was 2.5 years as of January 31, 2022. However, the amount and timing of revenue recognition are generally driven by customers’ consumption, which can extend beyond the original contract term in cases where customers are permitted to roll over unused capacity to future periods, generally on the purchase of additional capacity at renewal. 81 Table of Contents 4. Cash Equivalents and Investments The following is a summary of the Company’s cash equivalents, short-term investments, and long-term investments on the consolidated balance sheets (in thousands): January 31, 2022 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 722,492 $ — $ — $ 722,492 Commercial paper 77,795 1 ( 2 ) 77,794 U.S. government securities 36,997 — ( 2 ) 36,995 Corporate notes and bonds 7,950 — ( 1 ) 7,949 Total cash equivalents 845,234 1 ( 5 ) 845,230 Investments: Corporate notes and bonds 2,610,010 91 ( 12,062 ) 2,598,039 Commercial paper 884,376 81 ( 821 ) 883,636 U.S. government and agency securities 439,449 28 ( 2,558 ) 436,919 Certificates of deposit 104,108 4 ( 135 ) 103,977 Total investments 4,037,943 204 ( 15,576 ) 4,022,571 Total cash equivalents and investments $ 4,883,177 $ 205 $ ( 15,581 ) $ 4,867,801 January 31, 2021 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash equivalents: Money market funds $ 334,891 $ — $ — $ 334,891 Commercial paper 242,040 2 ( 5 ) 242,037 Corporate notes and bonds 58,969 3 ( 2 ) 58,970 U.S. government securities 23,700 — — 23,700 Certificates of deposit 23,500 3 — 23,503 Total cash equivalents 683,100 8 ( 7 ) 683,101 Investments: Corporate notes and bonds 2,287,006 628 ( 481 ) 2,287,153 U.S. government and agency securities 1,016,059 250 ( 46 ) 1,016,263 Commercial paper 711,389 85 ( 102 ) 711,372 Certificates of deposit 238,278 97 ( 1 ) 238,374 Total investments 4,252,732 1,060 ( 630 ) 4,253,162 Total cash equivalents and investments $ 4,935,832 $ 1,068 $ ( 637 ) $ 4,936,263 The Company included $ 14.1 million and $ 15.2 million of interest receivable in prepaid expenses and other current assets on the consolidated balance sheets as of January 31, 2022 and 2021, respectively. The Company did not recognize an allowance for credit losses against interest receivable as of January 31, 2022 and 2021 because such potential losses were not material. As of January 31, 2022, the contractual maturities of the Company’s available-for-sale marketable debt securities did not exceed 36 months. The estimated fair values of available-for-sale marketable debt securities, by remaining contractual maturity, are as follows (in thousands): 82 Table of Contents January 31, 2022 Estimated Fair Value Due within 1 year $ 2,889,102 Due in 1 year to 3 years 1,256,207 Total $ 4,145,309 The following table shows the fair values of and the gross unrealized losses on the Company’s available-for-sale marketable debt securities, classified by the length of time that the securities have been in a continuous unrealized loss position and aggregated by investment types, on the consolidated balance sheet as of January 31, 2022 (in thousands): January 31, 2022 Less than 12 Months 12 Months or Greater Total Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Fair Value Gross Unrealized Losses Cash equivalents: Commercial paper $ 55,819 $ ( 2 ) $ — $ — $ 55,819 $ ( 2 ) U.S. government securities 36,995 ( 2 ) — — 36,995 ( 2 ) Corporate notes and bonds 7,629 ( 1 ) — — 7,629 ( 1 ) Total cash equivalents 100,443 ( 5 ) — — 100,443 ( 5 ) Investments: Corporate notes and bonds 2,378,956 ( 12,044 ) 8,935 ( 18 ) 2,387,891 ( 12,062 ) Commercial paper 653,827 ( 821 ) — — 653,827 ( 821 ) U.S. government and agency securities 334,980 ( 2,558 ) — — 334,980 ( 2,558 ) Certificates of deposit 49,118 ( 135 ) — — 49,118 ( 135 ) Total investments 3,416,881 ( 15,558 ) 8,935 ( 18 ) 3,425,816 ( 15,576 ) Total cash equivalents and investments $ 3,517,324 $ ( 15,563 ) $ 8,935 $ ( 18 ) $ 3,526,259 $ ( 15,581 ) Gross unrealized losses on the Company’s available-for-sale marketable debt securities were $ 0.6 million as of January 31, 2021. For available-for-sale marketable debt securities with unrealized loss positions, the Company does not intend to sell these securities and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis. The decline in fair value of these securities due to credit related factors was not material as of January 31, 2022 and 2021. See Note 5 for information regarding the Company’s strategic investments. 5. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. 83 Table of Contents Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. The following table presents the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis as of January 31, 2022 (in thousands): Level 1 Level 2 Total Cash equivalents: Money market funds $ 722,492 $ — $ 722,492 Commercial paper — 77,794 77,794 U.S. government securities — 36,995 36,995 Corporate notes and bonds — 7,949 7,949 Short-term investments: Corporate notes and bonds — 1,662,436 1,662,436 Commercial paper — 883,636 883,636 U.S. government and agency securities — 116,712 116,712 Certificates of deposit — 103,580 103,580 Long-term investments: Corporate notes and bonds — 935,603 935,603 U.S. government and agency securities — 320,207 320,207 Certificates of deposit — 397 397 Total $ 722,492 $ 4,145,309 $ 4,867,801 The following table presents the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis as of January 31, 2021 (in thousands): Level 1 Level 2 Total Cash equivalents: Money market funds $ 334,891 $ — $ 334,891 Commercial paper — 242,037 242,037 Corporate notes and bonds — 58,970 58,970 U.S. government securities — 23,700 23,700 Certificates of deposit — 23,503 23,503 Short-term investments: Corporate notes and bonds — 1,318,573 1,318,573 U.S. government and agency securities — 829,318 829,318 Commercial paper — 711,372 711,372 Certificates of deposit — 228,624 228,624 Long-term investments: Corporate notes and bonds — 968,580 968,580 U.S. government and agency securities — 186,945 186,945 Certificates of deposit — 9,750 9,750 Total $ 334,891 $ 4,601,372 $ 4,936,263 The Company determines the fair value of its security holdings based on pricing from the Company’s service providers and market prices from industry-standard independent data providers. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures. 84 Table of Contents Strategic Investments The tables above do not include the Company’s strategic investments in non-marketable equity securities, which are recorded at fair value on a non-recurring basis using the Measurement Alternative, or the Company's strategic investments in marketable equity securities and non-marketable debt securities, which are recorded at fair value on a recurring basis. The non-marketable equity and debt securities that the Company holds are valued using significant unobservable inputs or data in an inactive market. As a result, the Company classifies these assets as Level 3 within the fair value hierarchy. The estimation of fair value for the Company’s non-marketable equity securities requires the use of an observable transaction price and other unobservable inputs, including the volatility, rights, and obligations of the securities the Company holds. The marketable equity securities that the Company holds are valued using the quoted market price and are classified as Level 1 within the fair value hierarchy. The following table presents the fair value hierarchy for the Company’s strategic investments measured at fair value as of January 31, 2022 (in thousands): Level 1 Level 3 Total Equity securities: Non-marketable equity securities $ — $ 170,860 $ 170,860 Marketable equity securities 34,646 — 34,646 Debt securities: Non-marketable debt securities — 2,250 2,250 Total strategic investments—included in other assets $ 34,646 $ 173,110 $ 207,756 The following table presents the fair value hierarchy for the Company’s strategic investments measured at fair value as of January 31, 2021 (in thousands): Level 1 Level 3 Total Non-marketable equity securities $ — $ 41,000 $ 41,000 Non-marketable debt securities — 500 500 Total strategic investments—included in other assets $ — $ 41,500 $ 41,500 The cumulative amount of upward adjustments recognized on the Company’s strategic investments in non-marketable equity securities was $ 33.0 million, all of which was recorded during the fiscal year ended January 31, 2022. During the fiscal year ended January 31, 2022, the Company made strategic investments of $ 40.0 million in marketable equity securities and recognized net unrealized losses of $ 5.4 million on these investments. 85 Table of Contents 6. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): January 31, 2022 January 31, 2021 Leasehold improvements $ 51,801 $ 41,593 Computers, equipment, and software 8,735 3,817 Furniture and fixtures 8,488 6,627 Capitalized internal-use software development costs 17,154 12,855 Construction in progress—capitalized internal-use software development costs 36,163 4,628 Construction in progress—other 6,185 11,402 Total property and equipment, gross 128,526 80,922 Less: accumulated depreciation and amortization (1) ( 23,447 ) ( 11,954 ) Total property and equipment, net $ 105,079 $ 68,968 ________________ (1) Includes $ 9.7 million and $ 5.5 million of accumulated amortization related to capitalized internal-use software development costs as of January 31, 2022 and 2021, respectively. Depreciation and amortization expense was $ 13.7 million, $ 7.0 million, and $ 2.6 million for the fiscal years ended January 31, 2022, 2021, and 2020, respectively. Included in these amounts were the amortization of capitalized internal-use software development costs of $ 4.2 million, $ 2.9 million, and $ 0.8 million for the fiscal years ended January 31, 2022, 2021, and 2020, respectively. 7. Business Combinations, Intangible Assets, and Goodwill Business Combinations During the fiscal year ended January 31, 2021, the Company acquired certain assets from a privately-held company for $ 7.1 million in cash. The Company has accounted for this transaction as a business combination. In allocating the aggregate purchase price based on the estimated fair values, the Company recorded $ 5.7 million as a developed technology intangible asset (to be amortized over an estimated useful life of five years ) and $ 1.4 million as goodwill, which is deductible for income tax purposes. During the fiscal year ended January 31, 2020, the Company completed acquisitions of two privately-held companies for an aggregate of $ 13.3 million in cash and equity. The Company has accounted for these transactions as business combinations. In allocating the aggregate purchase price based on the estimated fair values, the Company recorded a total of $ 5.6 million of developed technology intangible assets (to be amortized over estimated useful lives of five years ), $ 1.1 million of net assets acquired, $ 0.5 million of a deferred tax liability, $ 0.1 million of a customer relationships intangible asset, and $ 7.0 million of goodwill, which is not deductible for income tax purposes. The excess of purchase consideration over the fair value of net tangible and identifiable assets acquired was recorded as goodwill. The Company believes the goodwill balances associated with these business combinations represent the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings. Aggregate acquisition-related costs associated with these business combinations were not material for all periods presented, and were included in general and administrative expenses in the consolidated statements of operations. The results of operations of the business combinations have been included in the Company’s consolidated financial statements from the acquisition dates. These business combinations did not have a material impact on the Company’s consolidated financial statements. Therefore, historical results of operations prior to the acquisition dates and pro forma results of operations have not been presented. 86 Table of Contents Intangible Assets, Net Intangible assets, net consisted of the following (in thousands): January 31, 2022 Gross Accumulated Amortization Net Finite-lived intangible assets: Assembled workforce $ 28,252 $ ( 3,941 ) $ 24,311 Developed technology 11,332 ( 4,812 ) 6,520 Patents 8,174 ( 2,690 ) 5,484 Other 47 ( 47 ) — Total finite-lived intangible assets $ 47,805 $ ( 11,490 ) $ 36,315 Infinite-lived intangible assets - trademarks 826 Total intangible assets, net $ 37,141 January 31, 2021 Gross Accumulated Amortization Net Finite-lived intangible assets: Developed technology $ 11,332 $ ( 2,546 ) $ 8,786 Patents 7,948 ( 1,069 ) 6,879 Other 47 ( 47 ) — Total finite-lived intangible assets $ 19,327 $ ( 3,662 ) $ 15,665 Infinite-lived intangible assets - trademarks 426 Total intangible assets, net $ 16,091 Intangible assets acquired during the fiscal year ended January 31, 2022 consisted primarily of $ 28.3 million of assembled workforce assets with a useful life of four years . Amortization expense of intangible assets was $ 7.8 million, $ 2.8 million, and $ 0.9 million for the fiscal years ended January 31, 2022, 2021, and 2020, respectively. As of January 31, 2022, future amortization expense is expected to be as follows (in thousands): Amount Fiscal Year Ending January 31, 2023 $ 10,976 2024 10,976 2025 10,126 2026 4,237 2027 — Thereafter — Total $ 36,315 Goodwill Changes in goodwill were as follows (in thousands): Amount Balance—January 31, 2020 $ 7,049 Addition 1,400 Balance—January 31, 2021 and January 31, 2022 $ 8,449 87 Table of Contents 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following (in thousands): January 31, 2022 January 31, 2021 Accrued compensation $ 98,916 $ 62,451 Employee contributions under employee stock purchase plan 28,497 22,068 Accrued third-party cloud infrastructure expenses 13,341 6,648 Accrued taxes 12,709 4,498 Accrued professional services 7,068 6,628 Accrued purchases of property and equipment 4,204 6,718 Other 35,929 16,304 Total accrued expenses and other current liabilities $ 200,664 $ 125,315 9. Commitments and Contingencies Operating Leases The Company leases its facilities for office space under non-cancelable operating leases with various expiration dates through fiscal 2033. Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into the determination of lease payments. In addition, the Company subleases certain of its unoccupied facilities to third parties with various expiration dates through fiscal 2030. Such subleases have all been classified as operating leases. The components of lease costs and other information related to leases were as follows (in thousands): Fiscal Year Ended January 31, 2022 2021 2020 Operating lease costs $ 35,745 $ 33,627 $ 27,711 Variable lease costs 6,029 6,203 5,002 Sublease income ( 12,722 ) ( 12,779 ) ( 6,026 ) Total lease costs $ 29,052 $ 27,051 $ 26,687 Supplemental cash flow information and non-cash activity related to the Company’s operating leases were as follows (in thousands): Fiscal Year Ended January 31, 2022 2021 2020 Cash payments (receipts) included in the measurement of operating lease liabilities – operating cash flows $ 38,249 $ 31,281 $ 13,458 Operating lease liabilities arising from obtaining right-of-use assets $ 28,314 $ 11,506 $ 194,712 Weighted-average remaining lease term and discount rate for the Company’s operating leases were as follows: January 31, 2022 January 31, 2021 Weighted-average remaining lease term (years) 8.0 9.2 Weighted-average discount rate 5.9 % 6.2 % 88 Table of Contents The total remaining lease payments under non-cancelable operating leases and lease receipts for subleases as of January 31, 2022 were as follows (in thousands): Operating Leases Subleases Total Fiscal Year Ending January 31, 2023 $ 36,068 $ ( 12,617 ) $ 23,451 2024 38,460 ( 11,992 ) 26,468 2025 30,159 ( 7,763 ) 22,396 2026 27,186 ( 5,774 ) 21,412 2027 27,144 ( 5,960 ) 21,184 Thereafter 106,885 ( 15,738 ) 91,147 Total lease payments (receipts) $ 265,902 $ ( 59,844 ) $ 206,058 Less: imputed interest ( 59,605 ) Present value of operating lease liabilities $ 206,297 Lease payments presented above exclude $ 25.3 million of legally-binding lease commitments, net of tenant incentives expected to be received, for leases signed but not yet commenced as of January 31, 2022. These leases will commence in fiscal 2023 with lease terms of 4.6 to 9.5 years. Other Contractual Commitments Other contractual commitments relate mainly to third-party cloud infrastructure agreements and subscription arrangements used to facilitate the Company’s operations at the enterprise level. Future minimum payments under the Company’s non-cancelable purchase commitments with a remaining term in excess of one year as of January 31, 2022 are presented in the table below (in thousands): Amount Fiscal Year Ending January 31, 2023 $ 44,662 2024 280,961 2025 326,227 2026 852,323 (1) 2027 93 Thereafter — Total $ 1,504,266 ________________ (1) Includes $ 495.4 million of remaining non-cancelable contractual commitments as of January 31, 2022 related to one of the Company's third-party cloud infrastructure agreements, under which the Company committed to spend an aggregate of at least $ 555.0 million, between September 2020 and December 2025 with no minimum purchase commitment during any year. The Company is required to pay the difference if it fails to meet the minimum purchase commitment by December 2025, and such payment can be applied to qualifying expenditures for cloud infrastructure services for up to twelve months after December 2025. 401(k) Plan —The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for each of the fiscal years ended January 31, 2022, 2021, and 2020. Legal Matters —The Company is involved from time to time in various claims and legal actions arising in the ordinary course of business. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company believes that none of its current legal proceedings will have a material adverse effect on its financial position, results of operations, or cash flows. Letters of Credit —As of January 31, 2022, the Company had a total of $ 16.8 million in cash collateralized letters of credit outstanding, substantially in favor of certain landlords for the Company’s leased facilities. These letters of credit renew annually and expire at various dates through fiscal 2033. 89 Table of Contents Indemnification —The Company enters into indemnification provisions under agreements with other parties in the ordinary course of business, including business partners, investors, contractors, customers, and the Company’s officers, directors, and certain employees. The Company has agreed to indemnify and defend the indemnified party for claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims due to the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. For each of the fiscal years ended January 31, 2022, 2021, and 2020, losses recorded in the consolidated statements of operations in connection with the indemnification provisions were not material. 10. Redeemable Convertible Preferred Stock Upon completion of its IPO in September 2020, as further discussed in Note 11, all shares of the Company’s redeemable convertible preferred stock outstanding, totaling 182,271,099 , were automatically converted into an equivalent number of shares of Class B common stock on one -to-one basis and their carrying value of $ 1.4 billion was reclassified into stockholders’ equity. As of January 31, 2022 and January 31, 2021, there were no shares of redeemable convertible preferred stock issued and outstanding. 11. Equity Initial Public Offering and Private Placements —In September 2020, the Company completed its IPO, in which the Company issued and sold 32,200,000 shares of its Class A common stock at $ 120.00 per share, including 4,200,000 shares issued upon the exercise of the underwriters’ option to purchase additional shares. The Company received net proceeds of $ 3.7 billion after deducting underwriting discounts. In connection with the IPO: • all 182,271,099 shares of the Company’s outstanding redeemable convertible preferred stock automatically converted into an equivalent number of shares of Class B common stock on a one -to-one basis; and • Salesforce Ventures LLC and Berkshire Hathaway Inc. each purchased 2,083,333 shares of the Company’s Class A common stock at $ 120.00 per share in concurrent private placements that closed immediately subsequent to the closing of the IPO. The Company received aggregate proceeds of $ 500.0 million in these concurrent private placements and did not pay underwriting discounts with respect to the shares of Class A common stock that were sold in these private placements. Prior to the IPO, deferred offering costs, which consist of direct incremental legal, accounting, and consulting fees relating to the IPO, were capitalized in other assets on the consolidated balance sheets. These deferred offering costs, net of reimbursement received from the underwriters upon completion of the IPO, were not material. Preferred Stock —In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 200,000,000 shares of undesignated preferred stock with a par value of $ 0.0001 per share and with rights and preferences, including voting rights, designated from time to time by the board of directors. Common Stock and Elimination of Dual-Class Structure —The Company has two classes of common stock authorized: Class A common stock and Class B common stock. In connection with the IPO, the Company’s amended and restated certificate of incorporation authorized the issuance of 2,500,000,000 shares of Class A common stock and 355,000,000 shares of Class B common stock. On March 1, 2021, all 169,538,568 shares of the Company's then-outstanding Class B common stock, par value $ 0.0001 per share, were automatically converted into the same number of shares of Class A common stock, par value $ 0.0001 per share, pursuant to the terms of the Company’s amended and restated certificate of incorporation. No additional shares of Class B common stock will be issued following such conversion. 90 Table of Contents The shares of Class A common stock and Class B common stock were identical prior to the conversion, except with respect to voting, converting, and transfer rights. Prior to the conversion, each share of Class B common stock was entitled to cast ten votes per share on any matter submitted to a vote of the Company’s stockholders. As a result of the conversion, all former holders of shares of Class B common stock are now holders of shares of Class A common stock, which is entitled to only one vote per share on all matters subject to a stockholder vote. Class A and Class B common stock are referred to as common stock throughout the notes to the consolidated financial statements, unless otherwise indicated. Holders of common stock are entitled to receive any dividends as may be declared from time to time by the board of directors. Prior to the conversion, shares of Class B common stock were convertible to Class A common stock at any time at the option of the stockholder, and shares of Class B common stock would automatically convert to Class A common stock upon the following: (i) sale or transfer of such share of Class B common stock; (ii) the death of the Class B common stockholder (or nine months after the date of death if the stockholder is one of the Company’s founders); and (iii) on the final conversion date, defined as the earlier to occur following an IPO of (a) the first trading day on or after the date on which the outstanding shares of Class B common stock represented less than 10 % of the then outstanding Class A and Class B common stock; (b) September 15, 2027, which is the seventh anniversary of the effectiveness of the registration statement filed in connection with the IPO; or (c) the date specified by a vote of the holders of a majority of the outstanding shares of Class B common stock, voting as a single class. In addition, on March 3, 2021, the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement of the shares of Class B common stock that were issued but no longer outstanding following the conversion. Upon the effectiveness of the certificate, the Company’s total number of authorized shares of capital stock was reduced by the retirement of 169,538,568 shares of Class B Common Stock. The Company had reserved shares of common stock for future issuance as follows: January 31, 2022 January 31, 2021 2012 Equity Incentive Plan: Options outstanding 42,043,097 64,574,656 Restricted stock units outstanding 4,530,324 7,520,474 2020 Equity Incentive Plan: Shares available for future grants 45,446,313 32,871,367 Restricted stock units outstanding 5,081,999 1,828,083 2020 Employee Stock Purchase Plan: Shares available for future grants 8,208,724 5,700,000 Total shares of common stock reserved for future issuance 105,310,457 112,494,580 In February 2020, certain third parties unaffiliated with the Company commenced an offer to purchase existing outstanding shares of the Company’s Class B common stock from certain equity holders at a price of $ 38.77 per share. The Company was not a party to this transaction. The transaction was completed in March 2020, and an aggregate of 8.6 million shares of the Company’s Class B common stock were transferred to these third parties. Equity Incentive Plans —In 2012, the Company’s board of directors approved the adoption of the 2012 Equity Incentive Plan (2012 Plan). The 2012 Plan provides for the grant of stock-based awards to employees, non-employee directors, and other service providers of the Company. The 2012 Plan was terminated in September 2020 in connection with the IPO but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2012 Plan. No further equity awards will be granted under the 2012 Plan. With the establishment of the 2020 Equity Incentive Plan (2020 Plan) as further discussed below, upon the expiration, forfeiture, cancellation, or reacquisition of any shares of common stock underlying outstanding stock-based awards granted under the 2012 Plan, an equal number of shares of Class A common stock will become available for grant under the 2020 Plan. On March 1, 2021, all shares of the Company’s then-outstanding Class B common stock were automatically converted into the same number of shares of Class A common stock. As a result of this conversion, options and restricted stock units (RSUs) that were previously denominated in shares of Class B common stock and issued under the 2012 Plan remained unchanged, except that they represent the right to receive shares of Class A common stock. 91 Table of Contents In September 2020, the Company’s board of directors adopted, and its stockholders approved, the 2020 Plan, which became effective in connection with the IPO. The 2020 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, RSU awards, performance awards and other forms of equity compensation (collectively, equity awards). A total of 34,100,000 shares of the Company’s Class A common stock have been reserved for issuance under the 2020 Plan in addition to (i) any annual automatic evergreen increases in the number of shares of Class A common stock reserved for issuance under the 2020 Plan and (ii) upon the expiration, forfeiture, cancellation, or reacquisition of any shares of Class B common stock underlying outstanding stock awards granted under the 2012 Plan, an equal number of shares of Class A common stock, such number of shares not to exceed 78,816,888 . In September 2020, the Company’s board of directors adopted, and its stockholders approved, the 2020 Employee Stock Purchase Plan (2020 ESPP), which became effective in connection with the IPO. The 2020 ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. A total of 5,700,000 shares of the Company’s Class A common stock have been reserved for future issuance under the 2020 ESPP, in addition to any annual automatic evergreen increases in the number of shares of Class A common stock reserved for future issuance under the 2020 ESPP. The price at which Class A common stock is purchased under the 2020 ESPP is equal to 85 % of the fair market value of a share of the Company’s Class A common stock on the first or last day of the offering period, whichever is lower. Offering periods are generally six months long and begin on March 15 and September 15 of each year, except for the first two offering periods. The initial offering period began on September 15, 2020 and ended on February 26, 2021. The second offering period began on March 1, 2021 and ended on September 14, 2021. Stock Options —Stock options granted under the 2012 Plan and the 2020 Plan (collectively, the Plans) generally vest based on continued service over four years and expire ten years from the date of grant. Certain stock options granted under the 2012 Plan are exercisable at any time following the date of grant and expire ten years from the date of grant. 92 Table of Contents Stock option activity and activity regarding shares available for grant under the Plans during the fiscal years ended January 31, 2022, 2021, and 2020 is as follows: Shares Available for Grant Number of Options Outstanding Weighted- Average Exercise Price Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value (in thousands) Balance—January 31, 2019 5,479,974 51,535,443 $ 2.63 8.8 $ 287,993 Shares authorized 33,799,630 — Options granted ( 46,934,532 ) 46,934,532 $ 9.21 Options exercised — ( 9,735,006 ) $ 3.47 Options forfeited 7,831,769 ( 7,831,769 ) $ 4.07 Repurchases of unvested common stock 252,260 — Restricted stock awards granted ( 16,700 ) — Balance—January 31, 2020 412,401 80,903,200 $ 6.21 8.6 $ 1,546,313 Shares authorized 54,970,187 — Shares ceased to be available for issuance under the 2012 Plan ( 15,696,031 ) — Options granted ( 876,961 ) 876,961 $ 34.83 Options exercised — ( 13,798,741 ) $ 3.90 Options forfeited 3,406,764 ( 3,406,764 ) $ 7.04 Repurchase of unvested common stock 40,000 — RSUs granted ( 9,552,687 ) — RSUs forfeited 167,694 — Balance—January 31, 2021 32,871,367 64,574,656 $ 7.04 7.7 $ 17,138,896 Shares authorized 14,395,880 — Options exercised — ( 20,902,509 ) $ 6.08 Options forfeited 1,629,050 ( 1,629,050 ) $ 6.80 RSUs granted ( 4,025,850 ) — RSUs forfeited 575,866 — Balance—January 31, 2022 45,446,313 42,043,097 $ 7.53 6.9 $ 11,283,299 Vested and exercisable as of January 31, 2022 22,862,872 $ 6.44 6.5 $ 6,160,733 No options were granted during the fiscal year ended January 31, 2022 and the weighted-average grant-date fair value of options granted during the fiscal years ended January 31, 2021 and 2020 was $ 22.67 and $ 4.41 , respectively. The intrinsic value of options exercised for the fiscal years ended January 31, 2022, 2021, and 2020 was $ 5.7 billion, $ 2.0 billion, and $ 89.9 million, respectively. The aggregate grant-date fair value of options that vested during the fiscal years ended January 31, 2022, 2021, and 2020 was $ 81.0 million, $ 90.9 million, and $ 53.5 million, respectively. Restricted Stock Awards —Common stock issued pursuant to a restricted stock award is not deemed to be outstanding for accounting purposes until those shares vest. Restricted stock award activity during the fiscal years ended January 31, 2022, 2021, and 2020 is as follows: 93 Table of Contents Under the Plans Out of the Plans Number of Shares Weighted-Average Grant Date Fair Value per Share Number of Shares Weighted-Average Grant Date Fair Value per Share Unvested Balance—January 31, 2019 920,380 $ 7.24 1,652,446 $ 1.49 Granted 16,700 $ 8.58 661,635 $ 1.61 Vested ( 920,380 ) $ 7.24 ( 442,222 ) $ 0.50 Repurchased — $ — ( 268,297 ) $ — Unvested Balance—January 31, 2020 16,700 $ 8.58 1,603,562 $ 2.06 Vested ( 16,700 ) $ 8.58 ( 861,651 ) $ 2.03 Unvested Balance—January 31, 2021 — $ — 741,911 $ 2.11 Vested — $ — ( 361,651 ) $ 2.10 Unvested Balance—January 31, 2022 — $ — 380,260 $ 2.11 Under the 2012 Plan, the Company granted restricted stock awards to certain third-party service providers in exchange for their services. These restricted stock awards vested upon the satisfaction of certain performance-based vesting conditions, which were fully satisfied as of January 31, 2021. The aggregate grant-date fair value of restricted stock awards vested under the 2012 Plan was $ 0.1 million and $ 6.7 million for the fiscal years ended January 31, 2021 and 2020, respectively. In December 2017, the Company issued 1,250,000 shares of restricted common stock out of the 2012 Plan to an employee at $ 1.59 per share, payable by a promissory note. The promissory note accrued interest at the lower of 2.11 % per annum or the maximum interest rate on commercial loans permissible by law and was partially secured by the underlying restricted stock. The promissory note was considered nonrecourse from an accounting standpoint, and therefore the note was not reflected in the consolidated balance sheets and consolidated statements of stockholders’ equity (deficit). Rather, the note and the share purchases were accounted for as stock option grants, with the related stock-based compensation measured using the Black-Scholes option-pricing model and recognized over the vesting period of five years . The associated shares are legally outstanding and included in the balance of Class B common stock outstanding in the consolidated financial statements during the periods in which Class B common stock was outstanding and in the balance of Class A common stock outstanding thereafter. None of these shares of restricted common stock were considered vested before the underlying promissory note was repaid. In May and June 2020, the outstanding principal amount and all accrued interest under this promissory note of $ 2.1 million was repaid, and 250,000 shares of restricted common stock were unvested as of January 31, 2022. In March 2019, in connection with the acquisition of a privately-held company, the Company issued 661,635 shares of restricted common stock out of the 2012 Plan. Of the total shares issued, 215,031 shares vested on the grant date, and the remaining shares vest over four years from the grant date. The related post-acquisition stock-based compensation of $ 1.1 million is being amortized over the requisite service period of four years in the consolidated statements of operations. As of January 31, 2022, 130,260 shares of these restricted common stock were unvested. Early Exercised Stock Options —Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The consideration received for an exercise of an option is considered to be a deposit of the exercise price and the related dollar amount is recorded in other liabilities on the consolidated balance sheets. The shares issued upon the early exercise of these unvested stock option awards, which are reflected as exercises in the stock option activity table above, are considered to be legally issued and outstanding on the date of exercise. Upon termination of service, the Company may repurchase unvested shares acquired through the early exercise of stock options at a price equal to the price per share paid upon the exercise of such options. There were 45,834 and 245,633 shares subject to repurchase as of January 31, 2022 and 2021, respectively, as a result of early exercised options. 94 Table of Contents Modification of Early Exercised Stock Options — In connection with the termination of a former executive officer in April 2019, certain shares of his early exercised stock options were vested immediately. The remaining early exercised stock options held by him were subject to continuous vesting through April 2020 as he continued to provide service to the Company as an advisor. The acceleration and continuation of vesting were accounted for as a modification of the terms of the original award. The incremental stock-based compensation related to this modification was $ 16.7 million, of which $ 2.7 million and $ 14.0 million was recognized during the fiscal years ended January 31, 2021 and 2020, respectively. RSUs —In March 2020, the Company began granting more RSUs than options to its employees and directors. RSUs granted prior to the IPO had both service-based and performance-based vesting conditions. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. The performance-based vesting condition is satisfied on the earlier of (i) the effective date of a registration statement of the Company filed under the Securities Act for the sale of the Company’s common stock or (ii) immediately prior to the closing of a change in control of the Company. Both events were not deemed probable until consummated, and therefore, stock-based compensation related to these RSUs remained unrecognized prior to the effectiveness of the IPO. Upon the effectiveness of the IPO in September 2020, the performance-based vesting condition was satisfied, and therefore, the Company recognized cumulative stock-based compensation of $ 55.5 million using the accelerated attribution method for the portion of the RSU awards for which the service-based vesting condition has been fully or partially satisfied. RSUs granted after the IPO do not contain the performance-based vesting condition described above, and the related stock-based compensation is recognized on a straight-line basis over the requisite service period. RSU activity during the fiscal years ended January 31, 2022 and 2021 was as follows: Number of Shares Weighted-Average Grant Date Fair Value per Share Unvested Balance—January 31, 2020 — $ — Granted 9,552,687 $ 123.71 Vested ( 36,436 ) $ 50.71 Forfeited ( 167,694 ) $ 64.13 Unvested Balance—January 31, 2021 9,348,557 $ 125.06 Granted 4,025,850 $ 250.46 Vested ( 3,186,218 ) $ 109.44 Forfeited ( 575,866 ) $ 169.74 Unvested Balance—January 31, 2022 9,612,323 $ 180.08 Stock-Based Compensation — The following table summarizes the weighted-average assumptions used in estimating the fair value of stock options granted to employees and non-employees during the fiscal years ended January 31, 2021 and 2020: Fiscal Year Ended January 31, 2021 2020 Expected term (in years) 6.0 6.0 Expected volatility 37.2 % 36.9 % Risk-free interest rate 1.0 % 2.0 % Expected dividend yield — % — % No stock options were granted during the fiscal year ended January 31, 2022. Expected term —For stock options considered to be “plain vanilla” options, the Company estimates the expected term based on the simplified method, which is essentially the weighted average of the vesting period and contractual term, as the Company’s historical option exercise experience does not provide a reasonable basis upon which to estimate the expected term. 95 Table of Contents Expected volatility —The Company performs an analysis of using the average volatility of a peer group of representative public companies with sufficient trading history over the expected term to develop an expected volatility assumption. Risk-free interest rate —Risk-free rate is estimated based upon quoted market yields for the United States Treasury debt securities for a term consistent with the expected life of the awards in effect at the time of grant. Expected dividend yield —Because the Company has never paid and has no intention to pay cash dividends on common stock, the expected dividend yield is zero. Fair value of underlying common stock —Prior to the completion of the IPO, the board of directors considered numerous objective and subjective factors to determine the fair value of the Company’s common stock at each meeting in which awards were approved. The factors considered included, but were not limited to: (i) the results of contemporaneous independent third-party valuations of the Company’s common stock; (ii) the prices, rights, preferences, and privileges of the Company’s redeemable convertible preferred stock relative to those of its common stock; (iii) the lack of marketability of the Company’s common stock; (iv) actual operating and financial results; (v) current business conditions and projections; (vi) the likelihood of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions; and (vii) precedent transactions involving the Company’s shares. Since the completion of the IPO, the fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the New York Stock Exchange. The following table summarizes the assumptions used in estimating the fair value of employee stock purchase rights granted under the 2020 ESPP during the fiscal years ended January 31, 2022 and 2021: Fiscal Year Ended January 31, 2022 2021 Expected term (in years) 0.5 0.5 Expected volatility 37.3 % - 49.5 % 60.1 % Risk-free interest rate 0.1 % 0.1 % Expected dividend yield — % — % Stock-based compensation included in the consolidated statements of operations was as follows (in thousands): Fiscal Year Ended January 31, 2022 2021 2020 Cost of revenue $ 87,336 $ 33,642 $ 3,650 Sales and marketing 185,970 97,879 20,757 Research and development 232,867 99,223 15,743 General and administrative 98,922 70,697 38,249 Stock-based compensation, net of amounts capitalized 605,095 301,441 78,399 Capitalized stock-based compensation 24,174 2,072 1,080 Total stock-based compensation $ 629,269 $ 303,513 $ 79,479 As of January 31, 2022, total compensation cost related to unvested stock-based awards not yet recognized was $ 1.4 billion, which will be recognized over a weighted-average period of three years . 96 Table of Contents 12. Income Taxes The components of loss before income taxes were as follows (in thousands): Fiscal Year Ended January 31, 2022 2021 2020 U.S. $ ( 717,208 ) $ ( 544,700 ) $ ( 351,100 ) Foreign 40,248 7,660 3,558 Loss before income taxes $ ( 676,960 ) $ ( 537,040 ) $ ( 347,542 ) The provision for income taxes consists of the following (in thousands): Fiscal Year Ended January 31, 2022 2021 2020 Current provision: State $ 288 $ 704 $ 194 Foreign 3,417 1,388 1,400 Deferred benefit: Federal — ( 28 ) ( 512 ) State — ( 2 ) ( 89 ) Foreign ( 717 ) — — Provision for income taxes $ 2,988 $ 2,062 $ 993 The effective income tax rate differs from the federal statutory income tax rate applied to the loss before income taxes due to the following (in thousands): Fiscal Year Ended January 31, 2022 2021 2020 Income tax expense computed at federal statutory rate $ ( 142,162 ) $ ( 112,778 ) $ ( 72,984 ) State taxes, net of federal benefit 35,360 14,818 ( 12,239 ) Research and development credits ( 142,544 ) ( 56,633 ) ( 5,805 ) Stock-based compensation ( 898,234 ) ( 246,363 ) 6,905 Change in valuation allowance 1,159,276 391,659 83,966 Other ( 8,708 ) 11,359 1,150 Provision for income taxes $ 2,988 $ 2,062 $ 993 A valuation allowance has been recognized to offset the Company’s deferred tax assets, as necessary, by the amount of any tax benefits that, based on evidence, are not expected to be realized. As of January 31, 2022 and 2021, the Company believes it is more likely than not that its U.S. and U.K. deferred tax assets will not be fully realizable and continues to maintain a full valuation allowance against these net deferred tax assets. Significant components of the Company’s deferred tax assets and deferred tax liabilities are shown below (in thousands): 97 Table of Contents January 31, 2022 January 31, 2021 Deferred tax assets: Net operating losses carryforwards $ 1,522,969 $ 479,564 Tax credit carryforwards 215,934 72,138 Stock-based compensation 88,743 49,548 Operating lease liabilities 48,682 50,834 Other 79,141 23,123 Total deferred tax assets 1,955,469 675,207 Less: valuation allowance ( 1,858,730 ) ( 599,603 ) Net deferred tax assets 96,739 75,604 Deferred tax liabilities: Deferred commissions ( 28,368 ) ( 21,506 ) Intangible assets ( 15,692 ) ( 3,755 ) Net unrealized gains on strategic investments ( 6,399 ) — Operating lease right-of-use assets ( 48,307 ) ( 50,343 ) Total deferred tax liabilities ( 98,766 ) ( 75,604 ) Net deferred tax assets (liabilities) $ ( 2,027 ) $ — The valuation allowance was $ 1.9 billion and $ 599.6 million as of January 31, 2022 and 2021, respectively, primarily relating to U.S. federal and state net operating loss carryforwards and tax credit carryforwards. The valuation allowance increased $ 1.3 billion and $ 434.5 million during the fiscal years ended January 31, 2022, and 2021, respectively, primarily due to increased U.S. federal and state net operating loss carryforwards, tax credit carryforwards, deferred revenue, and stock-based compensation. The valuation allowance increased $ 81.1 million during the fiscal year ended January 31, 2020, primarily due to increased U.S. federal and state net operating loss carryforwards and tax credit carryforwards. As of January 31, 2022, the Company had U.S. federal, state, and foreign net operating loss carryforwards of $ 5.8 billion, $ 4.5 billion, and $ 162.7 million, respectively. Of the $ 5.8 billion U.S. federal net operating loss carryforwards, $ 5.7 billion may be carried forward indefinitely with utilization limited to 80% of taxable income, and the remaining $ 0.1 billion will begin to expire in 2032. The state net operating loss carryforwards begin to expire in 2022. Of the $ 162.7 million foreign net operating loss carryforwards, $ 149.6 million may be carried forward indefinitely, and the remaining $ 13.1 million will begin to expire in 2027. As of January 31, 2022, the Company also had federal and state tax credits of $ 199.7 million and $ 88.9 million, respectively. The federal tax credit carryforwards will expire beginning in 2032 if not utilized. The state tax credit carryforwards do not expire. Utilization of the Company’s net operating loss and tax credit carryforwards may be subject to annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss and tax credit carryforwards before utilization. Foreign withholding taxes have not been provided for the cumulative undistributed earnings of the Company’s foreign subsidiaries as of January 31, 2022 due to the Company’s intention to permanently reinvest such earnings. Determination of the amount of unrecognized deferred tax liability related to these earnings is not practicable. The following table shows the changes in the gross amount of unrecognized tax benefits (in thousands): Fiscal Year Ended January 31, 2022 2021 2020 Beginning balance $ 19,349 $ 4,057 $ 2,407 Increases based on tax positions during the prior period 20 35 — Increases based on tax positions during the current period 38,346 15,257 1,650 Ending balance $ 57,715 $ 19,349 $ 4,057 98 Table of Contents There were no interest and penalties associated with unrecognized income tax benefits for each of the fiscal years ended January 31, 2022, 2021, and 2020. Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next 12 months due to tax examination changes, settlement activities, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. The Company files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and in various international jurisdictions. Tax years 2012 and forward generally remain open for examination for federal and state tax purposes. Tax years 2017 and forward generally remain open for examination for foreign tax purposes. To the extent utilized in future years’ tax returns, net operating loss carryforwards at January 31, 2022 and 2021 will remain subject to examination until the respective tax year is closed. 13. Net Loss per Share The following table presents the calculation of basic and diluted net loss per share (in thousands, except share and per share data): Fiscal Year Ended January 31, 2022 2021 2020 Numerator: Net loss attributable to Class A and Class B common stockholders $ ( 679,948 ) $ ( 539,102 ) $ ( 348,535 ) Denominator: Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders—basic and diluted 300,273,227 141,613,196 44,847,442 Net loss per share attributable to Class A and Class B common stockholders—basic and diluted $ ( 2.26 ) $ ( 3.81 ) $ ( 7.77 ) The following potentially dilutive securities were excluded from the computation of diluted net loss per share calculations for the periods presented because the impact of including them would have been anti-dilutive: Fiscal Year Ended January 31, 2022 2021 2020 Redeemable convertible preferred stock — — 169,921,272 Stock options 42,043,097 64,574,656 80,903,200 Common stock warrants — — 32,336 Unvested restricted stock awards and early exercised stock options 426,094 987,544 3,724,593 RSUs 9,612,323 9,348,557 — Employee stock purchase rights under the 2020 ESPP 115,201 215,707 — Total 52,196,715 75,126,464 254,581,401 99 Table of Contents 14. Related Party Transactions In December 2020, as a minority investor, the Company made a strategic investment of approximately $ 20.0 million by purchasing non-marketable equity securities issued by a privately-held company (the Strategic Investee), which is partially owned by two of the holders of more than 5 % of the Company’s capital stock as of the time of investment, and two members of the Company’s board of directors are also members of the board directors of this privately-held company. In addition, the Company has entered into immaterial customer agreements and vendor contracts with the Strategic Investee since fiscal 2016 and fiscal 2018, respectively. In November 2021, the Strategic Investee raised additional funding in an orderly transaction, at which time it was no longer considered a related party of the Company. 15. Subsequent Events Business Combination In March 2022, the Company entered into an agreement to acquire all outstanding capital stock of Streamlit, Inc. (Streamlit), a privately-held company which provides a framework built to simplify and accelerate the creation of data applications, for approximately $ 800 million (Deal Consideration), net of acquired cash and cash equivalents and subject to customary purchase price adjustments. Upon completion of the acquisition, which is subject to customary closing conditions and expected to occur in the three months ending April 30, 2022, the Deal Consideration will be paid in a combination of cash and unregistered shares of the Company’s common stock (Equity Consideration). A portion of the Equity Consideration that will be issued to Streamlit’s founders (Revested Shares) will be subject to revesting agreements pursuant to which the Revested Shares will vest over three years, subject to each founder’s continued employment with the Company or its affiliates. The portion of the fair value of these Revested Shares attributable to post-combination services will be expensed over the remaining service periods as stock-based compensation. Net Share Settlement of RSUs In the three months ending April 30, 2022, the Company began funding withholding taxes in certain jurisdictions due on the vesting of employee RSUs by net share settlement, rather than its previous approach of selling shares of the Company’s common stock to cover taxes upon vesting of such awards. The amount of withholding taxes related to net share settlement of employee RSUs, which is approximately $ 54 million for the three months ending April 30, 2022, will be reflected as (i) a reduction to additional paid-in-capital, and (ii) cash outflows for financing activities when the payments are made. The shares withheld by the Company as a result of the net share settlement of RSUs are not considered issued and outstanding, thereby reducing our shares outstanding used to calculate net income (loss) per share. 100 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.