What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-03-29 compared with 2022-03-30 · 366 added, 229 removed, 928 unchanged (39% of the section changed)

54 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

(in thousands, except per share data)

January 31, 2023 January 31, 2022

29 unchanged sentences

$ 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)

Class B common stock;

200,000 shares authorized, zero shares issued and outstanding as of each January 31, 2023 and 2022

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)

2,500,000 Class A shares authorized, 323,305 and 312,377 shares issued and outstanding as of January 31, 2023 and 2022, respectively;

185,461 Class B shares authorized, zero shares issued and outstanding as of each January 31, 2023 and 2022

Additional paid-in capital 8,210,750 6,984,669

Accumulated other comprehensive income (loss) ( 16,286 ) 439

Accumulated other comprehensive loss ( 38,272 ) ( 16,286 )

Accumulated deficit ( 2,716,074 ) ( 1,919,369 )

Total Snowflake Inc.

stockholders’ equity 5,456,436 5,049,045

Noncontrolling interest 12,179 —

Total stockholders’ equity 5,468,615 5,049,045

Total liabilities and stockholders’ equity $ 7,722,322 $ 6,649,698

________________

(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.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

(in thousands, except per share data)

Fiscal Year Ended January 31,

12 unchanged sentences

Loss before income taxes ( 815,993 ) ( 676,960 ) ( 537,040 )

Provision for income taxes 2,988 2,062 993

Provision for (benefit from) income taxes ( 18,467 ) 2,988 2,062

Net loss ( 797,526 ) ( 679,948 ) ( 539,102 )

Net loss per share attributable to Class A and Class B common stockholders—basic and diluted (1)

net loss attributable to noncontrolling interest ( 821 ) — —

Net loss attributable to Snowflake Inc.

$ ( 796,705 ) $ ( 679,948 ) $ ( 539,102 )

Weighted-average shares used in computing net loss per share attributable to Class A and Class B common stockholders—basic and diluted (1)

Net loss per share attributable to Snowflake Inc.

Class A and Class B common stockholders—basic and diluted (1)

$ ( 2.50 ) $ ( 2.26 ) $ ( 3.81 )

Weighted-average shares used in computing net loss per share attributable to Snowflake Inc.

Class A and Class B common stockholders—basic and diluted (1)

318,730 300,273 141,613

________________

10 unchanged sentences

Foreign currency translation adjustments ( 1,367 ) ( 918 ) 118

Net change in unrealized gains or losses on available-for-sale debt securities ( 15,807 ) 105 200

Net change in unrealized gains (losses) on available-for-sale debt securities ( 20,619 ) ( 15,807 ) 105

Total other comprehensive income (loss) ( 21,986 ) ( 16,725 ) 223

Comprehensive loss $ ( 696,673 ) $ ( 538,879 ) $ ( 348,335 )

Comprehensive loss attributable to Snowflake Inc.

$ ( 819,512 ) $ ( 696,673 ) $ ( 538,879 )

See accompanying notes to consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share and per share data)

(in thousands, except per share data)

Redeemable Convertible Preferred Stock Class A and Class B

3 unchanged sentences

Income (Loss) Accumulated

Deficit Total

Deficit Total Snowflake Inc.

Stockholders’ Equity (Deficit) Noncontrolling Interest Total

Stockholders’

3 unchanged sentences

169,921 $ 936,474 55,452 $ 6 $ 155,340 $ 216 $ ( 700,319 ) $ ( 544,757 ) $ — $ ( 544,757 )

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

14 unchanged sentences

Issuance of common stock under employee stock purchase plan — — 370 — 52,227 — — 52,227 — 52,227

Vesting of early exercised stock options and restricted common stock — — — — 750 — — 750

Vesting of early exercised stock options — — — — 750 — — 750 — 750

Vesting of restricted stock units — — 3,186 — — — — — — —

4 unchanged sentences

— — 312,377 31 6,984,669 ( 16,286 ) ( 1,919,369 ) 5,049,045 — 5,049,045

Issuance of common stock upon exercise of stock options — — 6,118 1 39,742 — — 39,743 — 39,743

Issuance of common stock under employee stock purchase plan — — 286 — 40,931 — — 40,931 — 40,931

Issuance of common stock in connection with a business combination — — 1,916 — 438,916 — — 438,916 — 438,916

Issuance of common stock in connection with a business combination subject to future vesting — — 409 — — — — — — —

Vesting of early exercised stock options — — — — 244 — — 244 — 244

Vesting of restricted stock units — — 3,348 — — — — — — —

Shares withheld related to net share settlement of equity awards — — ( 1,149 ) — ( 184,702 ) — — ( 184,702 ) — ( 184,702 )

Stock-based compensation — — — — 890,950 — — 890,950 — 890,950

Capital contributions from noncontrolling interest holders — — — — — — — — 13,000 13,000

Other comprehensive loss — — — — — ( 21,986 ) — ( 21,986 ) — ( 21,986 )

Net loss — — — — — — ( 796,705 ) ( 796,705 ) ( 821 ) ( 797,526 )

BALANCE—January 31, 2023

— $ — 323,305 $ 32 $ 8,210,750 $ ( 38,272 ) $ ( 2,716,074 ) $ 5,456,436 $ 12,179 $ 5,468,615

________________

14 unchanged sentences

Stock-based compensation, net of amounts capitalized 861,533 605,095 301,441

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 ) — —

Net amortization of premiums on investments 3,497 48,002 8,630

Net unrealized losses (gains) on strategic investments in equity securities 46,435 ( 27,621 ) —

Deferred income tax ( 26,664 ) ( 717 ) ( 30 )

Other 1,618 2,014 4,610

Changes in operating assets and liabilities, net of effect of business combinations:

Changes in operating assets and liabilities, net of effects of business combinations:

Accounts receivable ( 166,965 ) ( 251,652 ) ( 116,289 )

9 unchanged sentences

Capitalized internal-use software development costs ( 24,012 ) ( 12,772 ) ( 5,293 )

Cash paid for business combinations, net of cash acquired — ( 6,035 ) ( 6,314 )

Cash paid for business combinations, net of cash and cash equivalents acquired ( 362,609 ) — ( 6,035 )

Purchases of intangible assets ( 700 ) ( 24,334 ) ( 8,374 )

2 unchanged sentences

Maturities and redemptions of investments 3,657,072 3,842,796 700,876

Net cash provided by (used in) investing activities ( 20,800 ) ( 4,036,645 ) 138,495

Net cash used in investing activities ( 597,885 ) ( 20,800 ) ( 4,036,645 )

Cash flows from financing activities:

5 unchanged sentences

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

Fiscal Year Ended January 31,

2023 2022 2021

Repurchases of early exercised stock options — — ( 30 )

Taxes paid related to net share settlement of equity awards ( 184,648 ) — —

Capital contributions from noncontrolling interest holders 13,000 — —

Payments of deferred purchase consideration for business combinations ( 1,800 ) ( 1,065 ) ( 1,164 )

Net cash provided by (used in) financing activities ( 92,624 ) 178,198 4,775,290

Effect of exchange rate changes on cash, cash equivalents, and restricted cash ( 933 ) ( 236 ) ( 11 )

Net increase in cash, cash equivalents, and restricted cash 267,341 693,217 19,406

Net increase (decrease) in cash, cash equivalents, and restricted cash ( 145,803 ) 267,341 693,217

Cash, cash equivalents, and restricted cash—beginning of period 1,102,534 835,193 141,976

5 unchanged sentences

Stock-based compensation included in capitalized software development costs $ 28,467 $ 23,620 $ 2,072

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

Vesting of early exercised stock options $ 244 $ 750 $ 3,502

Issuance of common stock in connection with a business combination $ 438,916 $ — $ —

Purchases of intangible assets included in accrued expenses and other liabilities $ — $ 4,544 $ —

Reconciliation of cash, cash equivalents, and restricted cash:

7 unchanged sentences

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.

(Snowflake or the Company) provides a cloud-based data platform, which enables customers to consolidate data into a single source of truth to drive meaningful business insights, build data applications, and share data and data products.

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.

Through its platform, the Company delivers the Data Cloud, a network where Snowflake customers, partners, developers, 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.

5 unchanged sentences

Principles of Consolidation

The consolidated financial statements include the accounts of Snowflake Inc.

and its wholly-owned subsidiaries.

The consolidated financial statements include the accounts of Snowflake Inc., its wholly-owned subsidiaries, and a majority-owned subsidiary in which the Company has a controlling financial interest.

All intercompany transactions and balances have been eliminated in consolidation.

The Company records noncontrolling interest in its consolidated financial statements to recognize the minority ownership interest in its majority-owned subsidiary.

Profits and losses of the majority-owned subsidiary are attributed to controlling and noncontrolling interests using the hypothetical liquidation at book value method.

Segment Information

5 unchanged sentences

United States $ 329,275 $ 272,895

Other 22,540 8,329

62,814 22,540

Total $ 392,089 $ 295,435

________________

(1) No individual country outside of the United States accounted for more than 10% of the Company’s long-lived assets as of January 31, 2023 and 2022.

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.

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 fair value of intangible assets acquired in business combinations, 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.

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.

These estimates are assessed on a regular basis;

however, actual results could differ from these estimates.

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.

The Company maintains its cash, cash equivalents, investments in marketable securities, restricted cash and deliverable foreign currency forward contracts with high-quality financial institutions that have 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.

20 unchanged sentences

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.

Revenue from on-demand arrangements represented approximately 2 %, 3 %, and 4 % of the Company’s revenue for the fiscal years ended January 31, 2023, 2022, and 2021, respectively.

The Company recognizes revenue as customers consume compute, storage, and data transfer resources under either of these arrangements.

8 unchanged sentences

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.

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 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 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.

37 unchanged sentences

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.

Such costs include costs associated with office facilities, depreciation of property and equipment, information technology (IT) and general recruiting related expenses and other expenses, such as software and subscription services.

Cost of Revenue

6 unchanged sentences

Advertising Costs

Advertising costs are expensed as incurred and are included in sales and marketing expenses in the consolidated statements of operations.

Advertising costs, excluding expenses associated with the Company’s user conferences, are expensed as incurred and are included in sales and marketing expenses in the consolidated statements of operations.

These costs were $ 68.2 million, $ 57.5 million, and $ 41.0 million for the fiscal years ended January 31, 2023, 2022, and 2021, respectively.

15 unchanged sentences

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 Company measures and recognizes compensation expense for all stock-based awards, including stock options, restricted stock units (RSUs), restricted common stock granted to employees, non-employee directors, and other service providers, 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.

6 unchanged sentences

Forfeitures are accounted for in the period in which they occur.

Net Loss Per Share Attributable to Class A and Class B Common Stockholders

During the fiscal year ended January 31, 2023, the Company began funding withholding taxes due upon the vesting of employee RSUs in certain jurisdictions by net share settlement, rather than its previous approach of selling shares of the Company’s common stock.

The amount of withholding taxes related to net share settlement of employee RSUs is 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, and do not impact the calculation of basic net income (loss) per share attributable to Snowflake Inc.

Class A and Class B common stockholders.

Net Loss Per Share Attributable to Snowflake Inc.

Class A and Class B Common Stockholders

As discussed in Note 12, 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.

Basic and diluted net loss per share attributable to Snowflake Inc.

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.

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.

Basic net loss per share attributable to Snowflake Inc.

common stockholders is computed by dividing net loss attributable to Snowflake Inc.

common stockholders by the weighted-average number of shares of Snowflake Inc.

common stock outstanding during the period.

Diluted net loss per share attributable to Snowflake Inc.

common stockholders is computed by giving effect to all potentially dilutive Snowflake Inc.

common stock equivalents to the extent they are dilutive.

For purposes of this calculation, redeemable convertible preferred stock, stock options, restricted common stock, 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 Snowflake Inc.

common stockholders as their effect is anti-dilutive for all periods presented.

The rights, including the liquidation and dividend rights, of the holders of Snowflake Inc.

Class A and Class B common stock are identical, except with respect to voting, converting, and transfer rights.

common stockholders are, therefore, the same for both Snowflake Inc.

Class A and Class B common stock on both individual and combined basis.

Cash and Cash Equivalents

15 unchanged sentences

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.

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 which 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.

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.

10 unchanged sentences

See Note 5 for information regarding the fair value of the Company’s investments in marketable securities and strategic investments.

Derivative Financial Instruments

During the fiscal year ended January 31, 2023, the Company began using derivative financial instruments to manage its exposure to certain foreign currency exchange risks associated with certain intercompany balances denominated in currencies other than the U.S.

These derivative financial instruments consist of deliverable foreign currency forward contracts with maturities of one month or less and are not designated as hedging instruments.

As such, all changes in the fair value of these derivative instruments are recorded in other income (expense), net on the consolidated statements of operations, and are intended to offset the foreign currency transaction gains or losses associated with the underlying intercompany balances.

The resulting derivative assets and liabilities are measured at fair value using Level 2 inputs and presented as prepaid expenses and other current assets and accrued expenses and other current liabilities, as applicable, on the consolidated balance sheets.

Cash flows at settlement of such foreign currency forward contracts are classified as operating activities in the consolidated statement of cash flows.

As of January 31, 2023, all of the Company’s derivative assets and liabilities were settled, and the related realized gains (losses) were not material for the fiscal year ended January 31, 2023.

Accounts Receivable, Net

33 unchanged sentences

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.

Operating leases are included in operating lease right-of-use assets, operating lease liabilities, current, and operating lease liabilities, non-current on the consolidated balance sheets.

The Company did not have any material finance leases for all periods presented.

18 unchanged sentences

The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill.

Critical estimates used in valuing certain intangible assets include, but are not limited to, time and resources required to recreate the assets acquired.

These estimates are based on information obtained from the management of the acquired companies, the Company’s assessment of the information, and historical experience.

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.

During the measurement period of up to one year from the acquisition date, the Company may record adjustments to the preliminary fair value of the assets acquired and liabilities assumed with a corresponding offset to goodwill for these business combinations.

Impairment of Goodwill, Intangible Assets, and Other Long-Lived Assets

34 unchanged sentences

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.

The Company early adopted this guidance upon issuance to all business combinations that occur on or after the date of adoption, and the adoption did not have a material impact on the Company's consolidated financial statements.

Revenue, Accounts Receivable, Deferred Revenue, and Remaining Performance Obligations

18 unchanged sentences

(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

(2) Includes Europe, the Middle East and Africa.

Accounts Receivable, Net

2 unchanged sentences

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, 2023 and 2022, there were no customers that represented 10% or more of the Company’s accounts receivable, net balance.

Additionally, there were no customers that represented 10% or more of the Company’s revenue for each of the fiscal years ended January 31, 2023, 2022, and 2021.

Deferred Revenue

3 unchanged sentences

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.

Portions of RPO that are not yet invoiced and are denominated in foreign currencies are revalued into U.S.

dollars each period based on the applicable period-end exchange rates.

As of January 31, 2023, the Company’s RPO was $ 3.7 billion, of which the Company expects approximately 55 % to be recognized as revenue in the twelve months ending January 31, 2024 based on historical customer consumption patterns.

However, the amount and timing of revenue recognition are generally dependent upon customers’ future consumption, which is inherently variable at customers’ discretion and 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.

Cash Equivalents and Investments

5 unchanged sentences

Commercial paper 9,305 — ( 1 ) 9,304

government securities 36,997 — ( 2 ) 36,995

Corporate notes and bonds 6,902 1 — 6,903

Certificates of deposit 3,045 — ( 1 ) 3,044

Total cash equivalents 398,346 1 ( 2 ) 398,345

10 unchanged sentences

Commercial paper 77,795 1 ( 2 ) 77,794

Corporate notes and bonds 58,969 3 ( 2 ) 58,970

government securities 36,997 — ( 2 ) 36,995

Certificates of deposit 23,500 3 — 23,503

Corporate notes and bonds 7,950 — ( 1 ) 7,949

Total cash equivalents 845,234 1 ( 5 ) 845,230

Corporate notes and bonds 2,610,010 91 ( 12,062 ) 2,598,039

government and agency securities 1,016,059 250 ( 46 ) 1,016,263

Commercial paper 884,376 81 ( 821 ) 883,636

government and agency securities 439,449 28 ( 2,558 ) 436,919

Certificates of deposit 104,108 4 ( 135 ) 103,977

9 unchanged sentences

Total $ 4,160,240

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):

The following tables show 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 type, on the consolidated balance sheets (in thousands):

January 31, 2023

5 unchanged sentences

Commercial paper $ 9,304 $ ( 1 ) $ — $ — $ 9,304 $ ( 1 )

Certificates of deposit 3,044 ( 1 ) — — 3,044 ( 1 )

Total cash equivalents 12,348 ( 2 ) — — 12,348 ( 2 )

Corporate notes and bonds 899,655 ( 8,521 ) 736,431 ( 14,949 ) 1,636,086 ( 23,470 )

government and agency securities 387,207 ( 3,157 ) 232,771 ( 9,063 ) 619,978 ( 12,220 )

Commercial paper 561,793 ( 1,947 ) — — 561,793 ( 1,947 )

Certificates of deposit 256,428 ( 1,110 ) — — 256,428 ( 1,110 )

Total investments 2,105,083 ( 14,735 ) 969,202 ( 24,012 ) 3,074,285 ( 38,747 )

Total cash equivalents and investments $ 2,117,431 $ ( 14,737 ) $ 969,202 $ ( 24,012 ) $ 3,086,633 $ ( 38,749 )

January 31, 2022

Less than 12 Months 12 Months or Greater Total

Fair Value Gross

Losses Fair Value Gross

Cash equivalents:

Commercial paper $ 55,819 $ ( 2 ) $ — $ — $ 55,819 $ ( 2 )

government securities 36,995 ( 2 ) — — 36,995 ( 2 )

7 unchanged sentences

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.

14 unchanged sentences

Commercial paper — 9,304 9,304

government securities — 36,995 36,995

Corporate notes and bonds — 6,903 6,903

Certificates of deposit — 3,044 3,044

Short-term investments:

1 unchanged sentence

Commercial paper — 881,348 881,348

government and agency securities — 116,712 116,712

Certificates of deposit — 445,194 445,194

government and agency securities — 440,128 440,128

Long-term investments:

7 unchanged sentences

Commercial paper — 77,794 77,794

Corporate notes and bonds — 58,970 58,970

government securities — 36,995 36,995

Certificates of deposit — 23,503 23,503

Corporate notes and bonds — 7,949 7,949

Short-term investments:

Corporate notes and bonds — 1,662,436 1,662,436

government and agency securities — 829,318 829,318

Commercial paper — 883,636 883,636

government and agency securities — 116,712 116,712

Certificates of deposit — 103,580 103,580

7 unchanged sentences

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

The tables above do not include the Company’s strategic investments, which consist primarily of non-marketable equity securities accounted for using the Measurement Alternative and marketable equity securities.

The Company’s non-marketable equity securities accounted for using the Measurement Alternative are recorded at fair value on a non-recurring basis and classified within Level 3 of the fair value hierarchy because significant unobservable inputs or data in an inactive market are used in estimating their fair value.

The estimation of fair value for these assets requires the use of an observable transaction price or other unobservable inputs, including the volatility, rights, and obligations of the securities the Company holds.

The Company’s marketable equity securities are recorded at fair value on a recurring basis and classified within Level 1 of the fair value hierarchy because they are valued using the quoted market price.

The following table presents the Company’s strategic investments by type (in thousands):

January 31, 2023 January 31, 2022

Equity securities:

Non-marketable equity securities $ — $ 170,860 $ 170,860

Non-marketable equity securities under Measurement Alternative $ 174,248 $ 170,860

Non-marketable equity securities under equity method 5,066 —

Marketable equity securities 22,122 34,646

2 unchanged sentences

Total strategic investments—included in other assets $ 202,936 $ 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.

The following table summarizes the unrealized gains and losses included in the carrying value of the Company’s strategic investments in equity securities held as of January 31, 2023 (in thousands):

Fiscal Year Ended January 31,

Non-marketable equity securities under Measurement Alternative:

Upward adjustments $ 4,125 $ 32,975

Impairments ( 38,036 ) —

Marketable equity securities:

Net unrealized losses ( 12,524 ) ( 5,354 )

Total—included in other income (expense), net $ ( 46,435 ) $ 27,621

During the fiscal year ended January 31, 2021, the Company did not have any strategic investments in marketable equity securities and did not record any upward or downward adjustments, or impairments, on non-marketable equity securities under Measurement Alternative.

No realized gains or losses were recognized on the Company’s strategic investments in equity securities during any of periods presented.

The cumulative upward adjustments and the cumulative impairments to the carrying value of the non-marketable equity securities accounted for using the Measurement Alternative that the Company held as of January 31, 2023 were $ 37.1 million and $ 38.0 million, respectively.

Property and Equipment, Net

15 unchanged sentences

Included in these amounts were the amortization of capitalized internal-use software development costs of $ 10.2 million, $ 4.2 million, and $ 2.9 million for the fiscal years ended January 31, 2023, 2022, and 2021, respectively.

Business Combinations, Intangible Assets, and Goodwill

Business Combinations

Streamlit, Inc.

On March 31, 2022, the Company acquired all outstanding stock of Streamlit, Inc.

(Streamlit), a privately-held company which provides an open-source framework for creating and deploying data applications.

The Company acquired Streamlit primarily for its talent and developer community.

The Company has accounted for this transaction as a business combination.

The acquisition date fair value of the purchase consideration was $ 650.8 million, which was comprised of the following (in thousands):

Estimated Fair Value

Cash $ 211,839

Common stock (1)

________________

(1) Approximately 1.9 million shares of the Company’s Class A common stock were included in the purchase consideration and the fair values of these shares were determined based on the closing market price of $ 229.13 per share on the acquisition date.

In addition, in connection with this business combination, the Company issued to Streamlit’s three founders a total of 0.4 million shares of the Company’s Class A common stock in exchange for a portion of their Streamlit stock.

These shares are subject to vesting agreements pursuant to which the shares will vest over three years , subject to each founder’s continued employment with the Company or its affiliates.

The $ 93.7 million fair value of these shares are accounted for as post-combination stock-based compensation over the requisite service period of three years .

See Note 12 for further discussion.

The purchase consideration was preliminarily allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition.

During the three months ended January 31, 2023, the Company recorded a measurement period adjustment which did not have a material impact on goodwill.

The updated preliminary allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

Estimated Fair Value

(in thousands) Estimated Useful Life

Cash and cash equivalents $ 33,914

Goodwill 494,411

Developer community intangible asset 150,000 5

Other net tangible liabilities ( 659 )

Deferred tax liabilities, net (1)

Total $ 650,755

________________

(1) Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair value of the developer community intangible asset was estimated using the replacement cost method which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost.

The excess of purchase consideration over the preliminary fair value of identifiable net assets acquired was recorded as goodwill, which is not deductible for income tax purposes.

The Company believes the goodwill balance associated with this business combination represents the synergies expected from expanded market opportunities when integrating the acquired developed technologies with the Company’s offerings.

Acquisition-related costs of $ 1.9 million associated with this business combination were recorded as a general and administrative expense during the fiscal year ended January 31, 2023.

From the date of acquisition through January 31, 2023, revenue attributable to Streamlit was not material.

It was impracticable to determine the effect on the Company's net loss attributable to Streamlit as its operations have been integrated into the Company's ongoing operations since the date of acquisition.

On September 23, 2022, the Company acquired all outstanding stock of Applica Sp.

(Applica), a privately-held company which provides an artificial intelligence platform for document understanding, for $ 174.7 million in cash.

The Company acquired Applica primarily for its talent and developed technology.

The Company has accounted for this transaction as a business combination.

The purchase consideration was preliminarily allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition.

During the three months ended January 31, 2023, the Company recorded a measurement period adjustment which did not have a material impact on goodwill.

The updated preliminary allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:

Estimated Fair Value

(in thousands) Estimated Useful Life

Goodwill 146,444

Developed technology intangible asset 35,000 5

Other net tangible liabilities ( 612 )

Deferred tax liabilities, net (1)

Total $ 174,691

________________

(1) Deferred tax liabilities, net primarily relates to the intangible asset acquired and the amount presented is net of deferred tax assets.

The fair value of the developed technology intangible asset was estimated using the replacement cost method, which utilizes assumptions for the cost to replace it, such as time and resources required, as well as a theoretical profit margin and opportunity cost.

The excess of purchase consideration over the preliminary fair value of identifiable net assets acquired was recorded as goodwill, which is generally not deductible for income tax purposes.

Acquisition-related costs of $ 3.4 million associated with this business combination were recorded as a general and administrative expense during the fiscal year ended January 31, 2023.

The results of operations of Applica from the date of acquisition, which were not material, have been included in the Company’s consolidated statements of operations for the fiscal year ended January 31, 2023.

Other Business Combination

During the fiscal year ended January 31, 2023, the Company acquired all outstanding stock of a privately-held company for $ 10.4 million in cash.

The Company has accounted for this transaction as a business combination.

In allocating the aggregate purchase consideration based on the estimated fair values, the Company recorded $ 2.0 million as a developed technology intangible asset (to be amortized over an estimated useful life of five years ), $ 0.3 million of net tangible assets acquired, and $ 8.1 million as 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 balance associated with this business combination is primarily attributed to the assembled workforce and expected synergies arising from the acquisition.

Acquisition-related costs associated with this business combination were not material for the fiscal year ended January 31, 2023, and were recorded as a general and administrative expense in the consolidated statements of operations.

From the date of acquisition through January 31, 2023, revenue attributable to this business combination was not material.

It was impracticable to determine the effect on the Company's net loss attributable to this business combination as its operations have been integrated into the Company's ongoing operations since the date of acquisition.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations of the Company and the above three companies acquired during fiscal 2023, as if each had been acquired as of February 1, 2021 (in thousands):

Fiscal Year Ended January 31,

Revenue $ 2,067,262 $ 1,221,461

Net loss $ ( 866,099 ) $ ( 817,848 )

The pro forma financial information for all periods presented above has been calculated after adjusting the results of operations of these three acquired companies to reflect certain business combination effects, including the amortization of the acquired intangible asset, stock-based compensation, income tax impact, and acquisition-related costs incurred by the Company and these three acquired companies as though these business combinations occurred as of February 1, 2021, the beginning of the Company’s fiscal 2022.

The historical consolidated financial information in the unaudited pro forma tables above has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to these business combinations, reasonably estimable, and factually supportable.

The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the business combinations had taken place as of February 1, 2021.

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.

In allocating the aggregate purchase consideration 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.

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.

Acquisition-related costs associated with this business combination were not material for the fiscal year ended January 31, 2021, and were recorded as a general and administrative expense in the consolidated statements of operations.

The results of operations of the business combination have been included in the Company’s consolidated financial statements from the acquisition date.

The business combination did not have a material impact on the Company’s consolidated financial statements.

Therefore, historical results of operations prior to the acquisition date and pro forma results of operations have not been presented.

Intangible Assets and Goodwill

Intangible Assets, Net

3 unchanged sentences

Finite-lived intangible assets:

Assembled workforce $ 28,252 $ ( 3,941 ) $ 24,311

Developer community $ 150,000 $ ( 25,206 ) $ 124,794

Developed technology 48,332 ( 9,608 ) 38,724

Assembled workforce 28,252 ( 11,036 ) 17,216

Patents 8,874 ( 4,421 ) 4,453

1 unchanged sentence

Total finite-lived intangible assets $ 235,505 $ ( 50,318 ) $ 185,187

Infinite-lived intangible assets - trademarks 826

Indefinite-lived intangible assets—trademarks 826

Total intangible assets, net $ 186,013

2 unchanged sentences

Finite-lived intangible assets:

Assembled workforce $ 28,252 $ ( 3,941 ) $ 24,311

Developed technology 11,332 ( 4,812 ) 6,520

2 unchanged sentences

Total finite-lived intangible assets $ 47,805 $ ( 11,490 ) $ 36,315

Infinite-lived intangible assets - trademarks 426

Indefinite-lived intangible assets—trademarks 826

Total intangible assets, net $ 37,141

Intangible assets acquired during the fiscal year ended January 31, 2023 consisted primarily of developed community and developed technology intangible assets acquired in connection with business combinations.

See Note 7 for further details.

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 .

5 unchanged sentences

Changes in goodwill were as follows (in thousands):

Balance—January 31, 2020

Addition 1,400

Balance—January 31, 2021 and January 31, 2022

Additions and related adjustments (1)

Balance—January 31, 2023

________________

(1) Includes measurement period adjustments related to the Company’s preliminary fair values of the assets acquired and liabilities assumed in business combinations, which did not have a material impact on goodwill.

See Note 7 for further details.

Accrued Expenses and Other Current Liabilities

4 unchanged sentences

Accrued third-party cloud infrastructure expenses 26,535 13,341

Liabilities associated with sales, marketing and business development programs 23,444 16,284

Accrued taxes 20,003 12,709

20 unchanged sentences

Cash payments (receipts) included in the measurement of operating lease liabilities—operating cash flows

$ 42,342 $ 38,249 $ 31,281

Operating lease liabilities arising from obtaining right-of-use assets $ 72,158 $ 28,314 $ 11,506

15 unchanged sentences

Present value of operating lease liabilities $ 251,658

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

8 unchanged sentences

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.

In January 2023, the Company amended one of its third-party cloud infrastructure agreements effective February 1, 2023 (the January 2023 Amendment).

Under the amended agreement, the Company has committed to spend an aggregate of at least $ 2.5 billion from fiscal 2024 to fiscal 2028 on cloud infrastructure services ($ 350.0 million in fiscal 2024, $ 450.0 million in fiscal 2025, $ 500.0 million in fiscal 2026, $ 550.0 million in fiscal 2027, and $ 650.0 million in fiscal 2028), which are reflected in the table above.

The Company is required to pay the difference if it fails to meet the minimum purchase commitment during any fiscal year, and such payment can be applied to qualifying expenditures for cloud infrastructure services during the term of the amended agreement.

The remaining non-cancelable purchase commitments under the agreement prior to the January 2023 Amendment, the aggregate amount of which was $ 732.0 million as of January 31, 2023, is not reflected in the table above as the Company is no longer required to fulfill such commitments.

401(k) Plan —The Company sponsors a 401(k) defined contribution plan covering all eligible U.S.

5 unchanged sentences

These letters of credit renew annually and expire at various dates through fiscal 2033.

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.

2 unchanged sentences

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.

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.

Upon completion of its IPO in September 2020, as further discussed in Note 12, all shares of the Company’s redeemable convertible preferred stock outstanding, totaling 182.3 million, 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, 2023 and 2022, there were no shares of redeemable convertible preferred stock issued and outstanding.

Initial Public Offering and Private Placements —In September 2020, the Company completed its IPO, in which the Company issued and sold 32.2 million shares of its Class A common stock at $ 120.00 per share, including 4.2 million 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;

• all 182.3 million 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;

• 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.

each purchased 2.1 million 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.

1 unchanged sentence

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.

Preferred Stock —In connection with the IPO, the Company’s amended and restated certificate of incorporation became effective, which authorized the issuance of 200.0 million 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.

In connection with the IPO, the Company’s amended and restated certificate of incorporation authorized the issuance of 2.5 billion shares of Class A common stock and 355.0 million shares of Class B common stock.

On March 1, 2021, all 169.5 million 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.

11 unchanged sentences

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:

Upon the effectiveness of the certificate, the Company’s total number of authorized shares of capital stock was reduced by the retirement of 169.5 million shares of Class B common stock.

The Company had reserved shares of common stock for future issuance as follows (in thousands):

January 31, 2023 January 31, 2022

3 unchanged sentences

2020 Equity Incentive Plan:

Shares available for future grants 45,446,313 32,871,367

Options outstanding 642 —

Restricted stock units outstanding 13,039 5,082

Shares available for future grants 52,989 45,446

2020 Employee Stock Purchase Plan:

7 unchanged sentences

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.

No further stock-based 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.

As a result of this conversion, options and 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.

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 .

A total of 34.1 million 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 78.8 million.

On February 1, 2022, the shares available for future grants under the 2020 Plan were automatically increased by 15.6 million shares pursuant to the provision described in the preceding sentence.

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.

A total of 5.7 million 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.

On February 1, 2022, the shares available for future grants under the 2020 ESPP were automatically increased by 3.1 million shares pursuant to the provision described in the preceding sentence.

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.

4 unchanged sentences

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.

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:

Available for Grant Number of Options Outstanding Weighted-

A summary of stock option activity and activity regarding shares available for grant under the Plans during the fiscal years ended January 31, 2023, 2022, and 2021 is as follows:

Available for Grant

(in thousands) Number of Options Outstanding

(in thousands) Weighted-

Exercise Price Weighted-Average Remaining Contractual Life

4 unchanged sentences

Shares authorized 54,970 —

Shares ceased to be available for issuance under the 2012 Plan ( 15,696 ) —

Options granted ( 877 ) 877 $ 34.83

Options exercised — ( 13,799 ) $ 3.90

Options forfeited 7,831,769 ( 7,831,769 ) $ 4.07

Repurchases of unvested common stock 252,260 —

Restricted stock awards granted ( 16,700 ) —

Options canceled 3,406 ( 3,406 ) $ 7.04

Repurchase of unvested common stock 40 —

RSUs granted ( 9,553 ) —

RSUs forfeited 168 —

Balance—January 31, 2021

1 unchanged sentence

Shares authorized 14,397 —

Shares ceased to be available for issuance under the 2012 Plan ( 15,696,031 ) —

Options granted ( 876,961 ) 876,961 $ 34.83

Options exercised — ( 20,903 ) $ 6.08

Options forfeited 3,406,764 ( 3,406,764 ) $ 7.04

Repurchase of unvested common stock 40,000 —

Options canceled 1,629 ( 1,629 ) $ 6.80

RSUs granted ( 4,026 ) —

3 unchanged sentences

Shares authorized 15,619 —

Options granted ( 642 ) 642 $ 207.56

Options exercised — ( 6,118 ) $ 6.50

Options forfeited 1,629,050 ( 1,629,050 ) $ 6.80

Options canceled 713 ( 713 ) $ 8.02

RSUs granted ( 10,788 ) —

Shares withheld related to net share settlement of RSUs 1,149 —

RSUs forfeited 1,492 —

3 unchanged sentences

30,261 $ 8.20 5.8 $ 4,492,574

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.

No options were granted during the fiscal year ended January 31, 2022.

The weighted-average grant-date fair value of options granted during the fiscal years ended January 31, 2023 and 2021 was $ 101.66 and $ 22.67 , respectively.

The intrinsic value of options exercised during the fiscal years ended January 31, 2023, 2022, and 2021 was $ 1.0 billion, $ 5.7 billion, and $ 2.0 billion, respectively.

The aggregate grant-date fair value of options that vested during the fiscal years ended January 31, 2023, 2022, and 2021 was $ 79.1 million, $ 81.0 million, and $ 90.9 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:

Under the Plans Out of the Plans

Number of Shares Weighted-Average Grant Date

per Share Number of Shares Weighted-Average Grant Date

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.

2 unchanged sentences

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.

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.

Shares subject to repurchase as a result of early exercised options were not material as of each January 31, 2023 and 2022.

RSUs —In March 2020, the Company began granting more RSUs than options to its employees and non-employee directors.

RSUs granted prior to the IPO had both service-based and performance-based vesting conditions.

4 unchanged sentences

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

A summary of RSU activity during the fiscal years ended January 31, 2023, 2022, and 2021 is as follows:

Number of Shares

(in thousands) Weighted-Average Grant Date Fair Value

Unvested Balance—January 31, 2020

9 unchanged sentences

9,612 $ 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:

Granted 10,788 $ 180.65

Vested ( 3,348 ) $ 165.30

Forfeited ( 1,492 ) $ 206.02

Unvested Balance—January 31, 2023

15,560 $ 181.17

Restricted Common Stock —Restricted common stock is not deemed to be outstanding for accounting purposes until it vests.

From time to time, the Company has granted restricted common stock outside of the Plans.

A summary of restricted common stock activity outside of the Plans during the fiscal years ended January 31, 2023, 2022, and 2021 is as follows:

Outside of the Plans

Number of Shares

(in thousands) Weighted-Average Grant Date Fair Value

Unvested Balance—January 31, 2020

Vested ( 862 ) $ 2.03

Unvested Balance—January 31, 2021

Vested ( 362 ) $ 2.10

Unvested Balance—January 31, 2022

Granted 409 $ 229.13

Vested ( 361 ) $ 2.10

Unvested Balance—January 31, 2023

As discussed in Note 7, during the fiscal year ended January 31, 2023, in connection with the Streamlit business combination, the Company issued to Streamlit’s three founders a total of 0.4 million shares of the Company’s common stock outside of the Plans in exchange for a portion of their Streamlit stock.

These shares are subject to vesting agreements pursuant to which the shares will vest over three years , subject to each founder’s continued employment with the Company or its affiliates.

The $ 93.7 million fair value of these shares are accounted for as post-combination stock-based compensation over the requisite service period of three years .

As of January 31, 2023, all 0.4 million shares remained unvested.

In December 2017, the Company issued 1.3 million shares of restricted common stock outside of the Plans 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.

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 the 1.3 million shares of restricted common stock were fully vested as of January 31, 2023.

Stock-Based Compensation — The following table summarizes the assumptions used in estimating the fair value of stock options granted to employees and a non-employee director during the fiscal years ended January 31, 2023 and 2021:

Fiscal Year Ended January 31,

5 unchanged sentences

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.

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.

Expected volatility —Prior to fiscal 2023, the Company performed 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.

During the fiscal year ended January 31, 2023, the Company began using the average volatility of its Class A common stock and the stocks of a peer group of representative public companies 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.

12 unchanged sentences

Fiscal Year Ended January 31,

2023 2022 2021

Expected term (in years) 0.5 0.5 0.5

Expected volatility 58.9 % - 74.8 %

37.3 % - 49.5 %

Risk-free interest rate 0.9 % - 3.8 %

10 unchanged sentences

Total stock-based compensation $ 890,950 $ 629,269 $ 303,513

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 .

As of January 31, 2023, total compensation cost related to unvested equity awards not yet recognized was $ 2.4 billion, which will be recognized over a weighted-average period of 2.9 years.

The components of loss before income taxes were as follows (in thousands):

4 unchanged sentences

Loss before income taxes $ ( 815,993 ) $ ( 676,960 ) $ ( 537,040 )

The provision for income taxes consists of the following (in thousands):

The provision for (benefit from) income taxes consists of the following (in thousands):

Fiscal Year Ended January 31,

7 unchanged sentences

Foreign ( 607 ) ( 717 ) —

Provision for income taxes $ 2,988 $ 2,062 $ 993

Provision for (benefit from) income taxes $ ( 18,467 ) $ 2,988 $ 2,062

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):

1 unchanged sentence

2023 2022 2021

Income tax expense computed at federal statutory rate $ ( 142,162 ) $ ( 112,778 ) $ ( 72,984 )

Income tax benefit computed at federal statutory rate $ ( 171,359 ) $ ( 142,162 ) $ ( 112,778 )

State taxes, net of federal benefit 14,948 35,360 14,818

2 unchanged sentences

Change in valuation allowance 213,532 1,159,276 391,659

IRC Section 59A waived deductions 49,476 — —

Other 4,367 ( 8,708 ) 11,359

Provision for income taxes $ 2,988 $ 2,062 $ 993

Provision for (benefit from) income taxes $ ( 18,467 ) $ 2,988 $ 2,062

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.

6 unchanged sentences

Tax credit carryforwards 274,690 215,934

Capitalized research and development 147,328 —

Stock-based compensation 123,408 88,743

Operating lease liabilities 55,079 48,682

Net unrealized losses on strategic investments 5,669 —

Other 46,361 79,141

5 unchanged sentences

Intangible assets ( 39,426 ) ( 15,692 )

Net unrealized gains on strategic investments ( 6,399 ) —

Operating lease right-of-use assets ( 53,829 ) ( 48,307 )

Net unrealized gains on strategic investments — ( 6,399 )

Other ( 2,358 ) —

Total deferred tax liabilities ( 127,553 ) ( 98,766 )

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.

Net deferred tax liabilities $ ( 8,477 ) $ ( 2,027 )

The valuation allowance was $ 2.1 billion and $ 1.9 billion as of January 31, 2023 and 2022, respectively, primarily relating to U.S.

federal and state net operating loss carryforwards and tax credit carryforwards.

The valuation allowance increased $ 241.9 million during the fiscal year ended January 31, 2023, primarily due to increased U.S.

federal and state net operating loss carryforwards, tax credit carryforwards, capitalized research and development, and stock-based compensation.

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, 2023, the Company had U.S.

25 unchanged sentences

To the extent utilized in future years’ tax returns, net operating loss carryforwards at January 31, 2023 and 2022 will remain subject to examination until the respective tax year is closed.

On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 (the Inflation Act) into law.

The Inflation Act contains certain tax measures, including a corporate alternative minimum tax of 15% on some large corporations and an excise tax of 1% on share repurchases.

The Company is currently evaluating the various provisions of the Inflation Act and does not anticipate the impact, if any, will be material to the Company, including in connection with the Company’s stock repurchase program.

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):

The following table presents the calculation of basic and diluted net loss per share attributable to Snowflake Inc.

Class A and Class B common stockholders (in thousands, except per share data):

Fiscal Year Ended January 31,

2023 2022 2021

Net loss attributable to Class A and Class B common stockholders $ ( 679,948 ) $ ( 539,102 ) $ ( 348,535 )

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:

Net loss $ ( 797,526 ) $ ( 679,948 ) $ ( 539,102 )

net loss attributable to noncontrolling interest ( 821 ) — —

Net loss attributable to Snowflake Inc.

Class A and Class B common stockholders $ ( 796,705 ) $ ( 679,948 ) $ ( 539,102 )

Weighted-average shares used in computing net loss per share attributable to Snowflake Inc.

Class A and Class B common stockholders—basic and diluted 318,730 300,273 141,613

Net loss per share attributable to Snowflake Inc.

Class A and Class B common stockholders—basic and diluted $ ( 2.50 ) $ ( 2.26 ) $ ( 3.81 )

The following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to Snowflake Inc.

Class A and Class B common stockholders for the periods presented because the impact of including them would have been anti-dilutive (in thousands):

Fiscal Year Ended January 31,

2023 2022 2021

Redeemable convertible preferred stock — — 169,921,272

Stock options 35,854 42,043 64,575

Common stock warrants — — 32,336

Unvested restricted stock awards and early exercised stock options 426,094 987,544 3,724,593

RSUs 15,560 9,612 9,349

Unvested restricted common stock and early exercised stock options 446 426 988

Employee stock purchase rights under the 2020 ESPP 265 116 214

5 unchanged sentences

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.

Business Combinations

On February 10, 2023, the Company acquired (i) all outstanding stock of Mountain US Corporation (f/k/a Mobilize.net Corporation), a privately-held company which provides a premier suite of tools for efficiently migrating databases to the Data Cloud, for approximately $ 67 million in cash, net of cash and cash equivalents acquired, and (ii) all outstanding stock of LeapYear Technologies, Inc., a privately-held company which provides a differential privacy platform, for approximately $ 59 million in cash, net of cash and restricted cash acquired.

The Company is currently evaluating the purchase price allocation for these transactions.

Stock Repurchase Program

In February 2023, the Company’s board of directors authorized a stock repurchase program of up to $ 2.0 billion of its outstanding common stock.

Repurchases may be effected, from time to time, either on the open market (including via pre-set trading plans), in privately negotiated transactions, or through other transactions in accordance with applicable securities laws.

The program is funded using the Company’s working capital and will expire in March 2025.

The timing and amount of any repurchases will be determined by management based on an evaluation of market conditions and other factors.

The program does not obligate the Company to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at the Company’s discretion.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data