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Published: 2023-12-01 00:00:00 ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39504

SNOWFLAKE INC.

(Exact name of registrant as specified in its charter)


Delaware									46-0636374
(State or other jurisdiction of incorporation or organization)									(I.R.S. Employer Identification No.)

Suite 3A, 106 East Babcock Street Bozeman, MT 59715
(Address of principal executive offices and zip code)1
(844) 766-9355
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value	SNOW	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Small reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 17, 2023, there were 329.3 million shares of the registrant’s Class A common stock, par value of $0.0001 per share, outstanding.

1 We are a Delaware corporation with a globally distributed workforce and no corporate headquarters. Under the Securities and Exchange Commission’s rules, we are required to designate a “principal executive office.” For purposes of this report, we have designated our office in Bozeman, Montana as our principal executive office, as that is where our Chief Executive Officer and Chief Financial Officer are based.

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TABLE OF CONTENTS


			Page
Special Note about Forward-Looking Statements			4
Selected Risks Affecting Our Business			6
PART I. Financial Information			7
ITEM 1. Financial Statements (Unaudited)			7
Condensed Consolidated Balance Sheets			7
Condensed Consolidated Statements of Operations			8
Condensed Consolidated Statements of Comprehensive Loss			9
Condensed Consolidated Statements of Stockholders’ Equity			10
Condensed Consolidated Statements of Cash Flows			12
Notes to Condensed Consolidated Financial Statements			14
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			37
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk			57
ITEM 4. Controls and Procedures			58
PART II. Other Information			60
ITEM 1. Legal Proceedings			60
ITEM 1A. Risk Factors			60
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			87
ITEM 3. Defaults Upon Senior Securities			87
ITEM 4. Mine Safety Disclosures			87
ITEM 5. Other Information			88
ITEM 6. Exhibits			89
Signatures			90

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SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations and financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “target,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “should,” “will,” “would,” or the negative of these terms or other similar expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•our expectations regarding our revenue, expenses, and other operating results, including statements relating to the portion of our remaining performance obligations that we expect to recognize as revenue in future periods;

•our ability to acquire new customers and successfully retain existing customers;

•our ability to maintain and increase consumption on our platform;

•our ability to continue to innovate and make new features generally available to customers, including our development and use of artificial intelligence and machine learning;

•our ability to achieve or sustain our profitability;

•future investments in our business, our anticipated capital expenditures, and our estimates regarding our capital requirements;

•the costs and success of our sales and marketing efforts, and our ability to promote our brand;

•our growth strategies for, and market acceptance of, our platform and the Data Cloud, including Snowflake Marketplace and Snowpark, as well as our ability to execute such strategies;

•our ability to successfully integrate and realize the benefits of strategic acquisitions;

•our reliance on key personnel and our ability to identify, recruit, and retain skilled personnel;

•our ability to effectively manage our growth, including any international expansion;

•our ability to protect our intellectual property rights and any costs associated therewith;

•our ability to prevent or mitigate disruptions, outages, defects, and other performance and quality problems with our platform or with the public cloud and internet infrastructure on which it relies;

•our expectations regarding general market conditions and the effects of those conditions, including on customer and partner activity;

•our ability to compete effectively with existing competitors and new market entrants;

•the growth rates of the markets in which we compete;

•our expectations regarding our stock repurchase program; and

•the impacts of volatility and uncertainty in the global economy on our business and the businesses of our customers and partners.

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

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Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Other sections of this Quarterly Report on Form 10-Q may include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. We cannot assure you that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report or to conform these statements to actual results or to changes in our expectations. You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this report with the understanding that our actual future results, levels of activity, performance, and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Investors and others should note that we may announce material business and financial information to our investors using our investor relations website (investors.snowflake.com), our filings with the Securities and Exchange Commission (SEC), webcasts, press releases, and conference calls. We use these mediums, including our website, to communicate with investors and the general public about our company, our products, and other issues. It is possible that the information that we make available on our website may be deemed to be material information. We therefore encourage investors and others interested in our company to review the information that we make available on our website.

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SELECTED RISKS AFFECTING OUR BUSINESS

Investing in our common stock involves numerous risks, including those set forth below. This summary does not contain all of the information that may be important to you, and you should read this summary together with the more detailed discussion of risks and uncertainties set forth in the section titled “Risk Factors” included elsewhere in this Quarterly Report on Form 10-Q. Below are summaries of some of these risks, any one of which could materially adversely affect our business, results of operations, and financial condition. In that event, the market price of our common stock could decline, and you could lose part or all of your investment. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business. You should not interpret our disclosure of any of the following risks to imply that such risks have not already materialized.

•We have experienced rapid revenue growth and have a limited operating history, both of which make it difficult to forecast our future results of operations.

•We may not have visibility into our future financial position and results of operations.

•We have a history of operating losses and may not achieve or sustain profitability in the future.

•General market conditions, volatility, or disruptions, including higher inflation, higher interest rates, bank failures, and fluctuations or volatility in capital markets or foreign currency exchange rates, could have an adverse impact on our or our customers’ or partners’ businesses, which could negatively impact our financial condition or results of operations.

•The markets in which we operate are highly competitive, and if we do not compete effectively, our business, financial condition, and results of operations could be harmed.

•If we fail to innovate in response to changing customer needs, new technologies, or other market requirements, our business, financial condition, and results of operations could be harmed.

•If we are not successful in executing our investments in artificial intelligence and machine learning technology, or AI Technology, including generative AI Technology, our business, financial condition, and results of operations could be harmed.

•If we or our third-party service providers experience an actual or perceived security breach or unauthorized parties otherwise obtain access to our customers’ data, our data, or our platform, our platform may be perceived as not being secure, our reputation may be harmed, demand for our platform may be reduced, and we may incur significant liabilities.

•We could suffer disruptions, outages, defects, and other performance and quality problems with our platform or with the public cloud and internet infrastructure on which it relies.

•We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price could decline.

•Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our products and platform.

•Sales efforts to large customers involve risks that may not be present or that are present to a lesser extent with respect to sales to smaller organizations, such as longer sales cycles and more complex customer requirements.

•Unfavorable conditions in our industry or the global economy, reductions in cloud spending, or lower than expected consumption, could limit our ability to grow our business and negatively affect our results of operations.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

SNOWFLAKE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)


	October 31, 2023		January 31, 2023

Assets
Current assets:
Cash and cash equivalents	$	982,182	$	939,902
Short-term investments	2,566,357		3,067,966
Accounts receivable, net	511,034		715,821
Deferred commissions, current	74,574		67,901
Prepaid expenses and other current assets	178,136		193,100
Total current assets	4,312,283		4,984,690
Long-term investments	947,829		1,073,023
Property and equipment, net	216,380		160,823
Operating lease right-of-use assets	254,236		231,266
Goodwill	784,405		657,370
Intangible assets, net	329,767		186,013
Deferred commissions, non-current	150,362		145,286
Other assets	269,117		283,851
Total assets	$	7,264,379	$	7,722,322
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	75,456	$	23,672
Accrued expenses and other current liabilities	318,281		269,069
Operating lease liabilities, current	33,348		27,301
Deferred revenue, current	1,605,587		1,673,475
Total current liabilities	2,032,672		1,993,517
Operating lease liabilities, non-current	253,029		224,357
Deferred revenue, non-current	12,082		11,463
Other liabilities	25,829		24,370
Total liabilities	2,323,612		2,253,707
Commitments and contingencies (Note 10)


Stockholders’ equity:
Preferred stock; $0.0001 par value per share; 200,000 shares authorized, zero shares issued and outstanding as of each October 31, 2023 and January 31, 2023	—		—
Common stock; $0.0001 par value per share; 2,500,000 Class A shares authorized, 329,651 and 323,305 shares issued and outstanding as of October 31, 2023 and January 31, 2023, respectively; 185,461 Class B shares authorized, zero shares issued and outstanding as of each October 31, 2023 and January 31, 2023	33		32

Treasury stock, at cost; 500 and zero shares held as of October 31, 2023 and January 31, 2023, respectively	(68,299)		—
Additional paid-in capital	8,931,647		8,210,750
Accumulated other comprehensive loss	(27,208)		(38,272)
Accumulated deficit	(3,906,252)		(2,716,074)
Total Snowflake Inc. stockholders’ equity	4,929,921		5,456,436
Noncontrolling interest	10,846		12,179
Total stockholders’ equity	4,940,767		5,468,615
Total liabilities and stockholders’ equity	$	7,264,379	$	7,722,322

See accompanying notes to condensed consolidated financial statements.

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SNOWFLAKE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Revenue	$	734,173	$	557,028	$	2,031,790	$	1,476,647
Cost of revenue	228,948		190,721		656,754		511,883
Gross profit	505,225		366,307		1,375,036		964,764
Operating expenses:
Sales and marketing	355,079		284,477		1,029,925		803,034
Research and development	332,065		211,387		923,473		545,933
General and administrative	78,704		76,462		240,906		218,314
Total operating expenses	765,848		572,326		2,194,304		1,567,281
Operating loss	(260,623)		(206,019)		(819,268)		(602,517)
Interest income	53,491		21,857		146,902		38,308
Other expense, net	(4,170)		(13,271)		(2,646)		(44,672)
Loss before income taxes	(211,302)		(197,433)		(675,012)		(608,881)
Provision for (benefit from) income taxes	3,392		4,009		(6,934)		(18,839)
Net loss	(214,694)		(201,442)		(668,078)		(590,042)
Less: net loss attributable to noncontrolling interest	(443)		(506)		(1,333)		(506)
Net loss attributable to Snowflake Inc.	$	(214,251)	$	(200,936)	$	(666,745)	$	(589,536)
Net loss per share attributable to Snowflake Inc. Class A common stockholders—basic and diluted	$	(0.65)	$	(0.63)	$	(2.04)	$	(1.86)
Weighted-average shares used in computing net loss per share attributable to Snowflake Inc. Class A common stockholders—basic and diluted	329,310		320,135		326,964		317,653

See accompanying notes to condensed consolidated financial statements.

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SNOWFLAKE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Net loss	$	(214,694)	$	(201,442)	$	(668,078)	$	(590,042)
Other comprehensive income (loss):
Foreign currency translation adjustments	—		(1,108)		—		(4,158)
Net change in unrealized gains or losses on available-for-sale debt securities	5,927		(20,214)		11,796		(48,735)
Other	(891)		—		(732)		—
Total other comprehensive income (loss)	5,036		(21,322)		11,064		(52,893)
Comprehensive loss	(209,658)		(222,764)		(657,014)		(642,935)
Less: comprehensive loss attributable to noncontrolling interest	(443)		(506)		(1,333)		(506)
Comprehensive loss attributable to Snowflake Inc.	$	(209,215)	$	(222,258)	$	(655,681)	$	(642,429)

See accompanying notes to condensed consolidated financial statements.

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SNOWFLAKE INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


		Three Months Ended October 31, 2023
	Class A Common Stock		Treasury Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Snowflake Inc. Stockholders’ Equity		Noncontrolling Interest		Total Stockholders’ Equity
		Shares	Amount		Shares													Amount




































BALANCE—July 31, 2023		329,878	$	33	(500)	$	(68,299)	$	8,679,411	$	(32,244)	$	(3,291,963)	$	5,286,938	$	11,289		$	5,298,227
Issuance of common stock upon exercise of stock options		1,095	—		—	—		7,294		—		—		7,294		—			7,294
Issuance of common stock under employee stock purchase plan		204	—		—	—		24,169		—		—		24,169		—			24,169
Vesting of early exercised stock options		—	—		—	—		41		—		—		41		—			41
Vesting of restricted stock units		1,632	—		—	—		—		—		—		—		—			—
Shares withheld related to net share settlement of equity awards		(551)	—		—	—		(90,162)		—		—		(90,162)		—			(90,162)

Repurchases and retirement of common stock		(2,607)	—		—	—		—		—		(400,038)		(400,038)		—			(400,038)
Stock-based compensation		—	—		—	—		310,894		—		—		310,894		—			310,894
Other comprehensive income		—	—		—	—		—		5,036		—		5,036		—			5,036
Net loss		—	—		—	—		—		—		(214,251)		(214,251)		(443)			(214,694)
BALANCE—October 31, 2023		329,651	$	33	(500)	$	(68,299)	$	8,931,647	$	(27,208)	$	(3,906,252)	$	4,929,921	$	10,846		$	4,940,767


		Three Months Ended October 31, 2022
	Class A Common Stock		Treasury Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Snowflake Inc. Stockholders’ Equity		Noncontrolling Interest		Total Stockholders’ Equity
		Shares	Amount		Shares													Amount

BALANCE—July 31, 2022		319,897	$	32	—	$	—	$	7,782,117	$	(47,857)	$	(2,307,969)	$	5,426,323	$	—		$	5,426,323
Issuance of common stock upon exercise of stock options		984	—		—	—		7,366		—		—		7,366		—			7,366
Issuance of common stock under employee stock purchase plan		102	—		—	—		14,837		—		—		14,837		—			14,837
Issuance of common stock in connection with a business combination		2	—		—	—		—		—		—		—		—			—
Vesting of early exercised stock options		—	—		—	—		61		—		—		61		—			61
Vesting of restricted stock units		786	—		—	—		—		—		—		—		—			—
Shares withheld related to net share settlement of equity awards		(274)	—		—	—		(52,507)		—		—		(52,507)		—			(52,507)
Stock-based compensation		—	—		—	—		236,955		—		—		236,955		—			236,955
Capital contributions from noncontrolling interest holders		—	—		—	—		—		—		—		—		13,000			13,000
Other comprehensive loss		—	—		—	—		—		(21,322)		—		(21,322)		—			(21,322)
Net loss		—	—		—	—		—		—		(200,936)		(200,936)		(506)			(201,442)
BALANCE—October 31, 2022		321,497	$	32	—	$	—	$	7,988,829	$	(69,179)	$	(2,508,905)	$	5,410,777	$	12,494		$	5,423,271

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SNOWFLAKE INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


		Nine Months Ended October 31, 2023
	Class A Common Stock		Treasury Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Snowflake Inc. Stockholders’ Equity		Noncontrolling Interest		Total Stockholders’ Equity
		Shares	Amount		Shares													Amount




































BALANCE—January 31, 2023		323,305	$	32	—	$	—	$	8,210,750	$	(38,272)	$	(2,716,074)	$	5,456,436	$	12,179		$	5,468,615
Issuance of common stock upon exercise of stock options		5,951	1		—	—		38,820		—		—		38,821		—			38,821
Issuance of common stock under employee stock purchase plan		516	—		—	—		61,234		—		—		61,234		—			61,234
Vesting of early exercised stock options		—	—		—	—		163		—		—		163		—			163
Vesting of restricted stock units		5,131	—		—	—		—		—		—		—		—			—
Shares withheld related to net share settlement of equity awards		(1,740)	—		—	—		(279,067)		—		—		(279,067)		—			(279,067)
Repurchases of common stock as treasury stock		—	—		(500)	(68,299)		—		—		—		(68,299)		—			(68,299)
Repurchases and retirement of common stock		(3,512)	—		—	—		—		—		(523,433)		(523,433)		—			(523,433)
Stock-based compensation		—	—		—	—		899,747		—		—		899,747		—			899,747
Other comprehensive income		—	—		—	—		—		11,064		—		11,064		—			11,064
Net loss		—	—		—	—		—		—		(666,745)		(666,745)		(1,333)			(668,078)
BALANCE—October 31, 2023		329,651	$	33	(500)	$	(68,299)	$	8,931,647	$	(27,208)	$	(3,906,252)	$	4,929,921	$	10,846		$	4,940,767


		Nine Months Ended October 31, 2022
	Class A Common Stock		Treasury Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Snowflake Inc. Stockholders’ Equity		Noncontrolling Interest		Total Stockholders’ Equity
		Shares	Amount		Shares													Amount

BALANCE—January 31, 2022		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		4,926	1		—	—		30,932		—		—		30,933		—			30,933
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		—	—		—	—		183		—		—		183		—			183
Vesting of restricted stock units		2,409	—		—	—		—		—		—		—		—			—
Shares withheld related to net share settlement of equity awards		(826)	—		—	—		(138,641)		—		—		(138,641)		—			(138,641)
Stock-based compensation		—	—		—	—		631,839		—		—		631,839		—			631,839
Capital contributions from noncontrolling interest holders		—	—		—	—		—		—		—		—		13,000			13,000
Other comprehensive loss		—	—		—	—		—		(52,893)		—		(52,893)		—			(52,893)
Net loss		—	—		—	—		—		—		(589,536)		(589,536)		(506)			(590,042)
BALANCE—October 31, 2022		321,497	$	32	—	$	—	$	7,988,829	$	(69,179)	$	(2,508,905)	$	5,410,777	$	12,494		$	5,423,271

See accompanying notes to condensed consolidated financial statements.

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SNOWFLAKE INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Nine Months Ended October 31,
	2023		2022

Cash flows from operating activities:
Net loss	$	(668,078)	$	(590,042)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	84,917		43,809
Non-cash operating lease costs	39,141		33,579
Amortization of deferred commissions	54,722		41,525
Stock-based compensation, net of amounts capitalized	862,517		610,837
Net amortization (accretion) of premiums (discounts) on investments	(49,226)		12,331
Net unrealized losses (gains) on strategic investments in equity securities	(1,105)		45,096
Deferred income tax	(13,107)		(25,277)

Other	14,286		678
Changes in operating assets and liabilities, net of effects of business combinations:
Accounts receivable	205,138		150,723
Deferred commissions	(66,470)		(63,627)
Prepaid expenses and other assets	51,574		13,169
Accounts payable	51,672		10,304
Accrued expenses and other liabilities	33,709		27,727
Operating lease liabilities	(28,739)		(29,176)
Deferred revenue	(67,409)		46,667
Net cash provided by operating activities	503,542		328,323
Cash flows from investing activities:
Purchases of property and equipment	(22,014)		(19,766)
Capitalized internal-use software development costs	(27,104)		(17,319)
Cash paid for business combinations, net of cash, cash equivalents, and restricted cash acquired	(279,534)		(352,555)
Purchases of intangible assets	(28,744)		(700)
Purchases of investments	(2,095,329)		(2,796,167)

Sales of investments	11,266		58,813
Maturities and redemptions of investments	2,751,148		2,594,593
Net cash provided by (used in) investing activities	309,689		(533,101)
Cash flows from financing activities:



Proceeds from exercise of stock options	38,854		31,095
Proceeds from issuance of common stock under employee stock purchase plan	61,234		40,931
Taxes paid related to net share settlement of equity awards	(273,828)		(135,766)
Repurchases of common stock	(591,732)		—
Capital contributions from noncontrolling interest holders	—		13,000
Payments of deferred purchase consideration for a business combination	—		(1,800)




Net cash used in financing activities	(765,472)		(52,540)

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	Nine Months Ended October 31,
	2023		2022

Effect of exchange rate changes on cash, cash equivalents, and restricted cash	(4,595)		(9,390)
Net increase (decrease) in cash, cash equivalents, and restricted cash	43,164		(266,708)
Cash, cash equivalents, and restricted cash—beginning of period	956,731		1,102,534
Cash, cash equivalents, and restricted cash—end of period	$	999,895	$	835,826


Supplemental disclosures of non-cash investing and financing activities:

Property and equipment included in accounts payable and accrued expenses	$	7,690	$	5,841

Stock-based compensation included in capitalized software development costs	$	37,230	$	20,295


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



Unpaid taxes related to net share settlement of equity awards included in accrued expenses and other current liabilities	$	5,293	$	2,874
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	982,182	$	819,003
Restricted cash—included in other assets and prepaid expenses and other current assets	17,713		16,823
Total cash, cash equivalents, and restricted cash	$	999,895	$	835,826

See accompanying notes to condensed consolidated financial statements.

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SNOWFLAKE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization and Description of Business

Snowflake Inc. (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, 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.

2. Basis of Presentation and Summary of Significant Accounting Policies

Fiscal Year

The Company’s fiscal year ends on January 31. For example, references to fiscal 2024 refer to the fiscal year ending January 31, 2024.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and applicable rules and regulations of the U.S. Securities and Exchange Commission (SEC) regarding interim financial reporting. Accordingly, they do not include all disclosures normally required in annual consolidated financial statements prepared in accordance with GAAP. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023, which was filed with the SEC on March 29, 2023.

In management’s opinion, these unaudited condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the Company’s financial position as of October 31, 2023 and the results of operations for the three and nine months ended October 31, 2023 and 2022, and cash flows for the nine months ended October 31, 2023 and 2022. The condensed balance sheet as of January 31, 2023 was derived from the audited consolidated financial statements but does not include all disclosures required by GAAP. The results of operations for the three and nine months ended October 31, 2023 are not necessarily indicative of the results to be expected for the full year or any other future interim or annual period.

Principles of Consolidation

The condensed 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 condensed 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

The Company has a single operating and reportable segment. The Company’s chief operating decision maker is its Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance, and allocating resources. For information regarding the Company’s revenue by geographic area, see Note 3, “Revenue, Accounts Receivable, Deferred Revenue, and Remaining Performance Obligations.”

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The following table presents the Company’s long-lived assets, comprising property and equipment, net and operating lease right-of-use assets, by geographic area (in thousands):


	October 31, 2023		January 31, 2023

United States	$	366,305	$	329,275
Other(1)	104,311		62,814
Total	$	470,616	$	392,089

________________

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

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed 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 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. These estimates are assessed on a regular basis; however, actual results could differ from these estimates.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are discussed in “Note 2 – Basis of Presentation and Summary of Significant Accounting Policies” of the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2023, which was filed with the SEC on March 29, 2023.

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

Disaggregation of Revenue

Revenue consists of the following (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Product revenue	$	698,478	$	522,752	$	1,928,759	$	1,383,454
Professional services and other revenue	35,695		34,276		103,031		93,193
Total	$	734,173	$	557,028	$	2,031,790	$	1,476,647

Revenue by geographic area, based on the location of the Company’s customers (or end-customers under reseller arrangements), was as follows (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Americas:
United States	$	569,743	$	441,432	$	1,569,099	$	1,171,641
Other Americas(1)	18,083		11,637		52,781		31,316
EMEA(1)(2)	110,412		79,326		311,586		207,010
Asia-Pacific and Japan(1)	35,935		24,633		98,324		66,680
Total	$	734,173	$	557,028	$	2,031,790	$	1,476,647

________________

(1)No individual country in these areas represented more than 10% of the Company’s revenue for all periods presented.

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

Accounts Receivable, Net

As of October 31, 2023 and January 31, 2023, allowance for credit losses of $6.3 million and $2.2 million, respectively, was included in the Company’s accounts receivable, net balance.

Significant Customers

For purposes of assessing the concentration of credit risk and significant customers, a group of customers under common control or customers that are affiliates of each other are regarded as a single customer. As of October 31, 2023 and January 31, 2023, 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 three and nine months ended October 31, 2023 and 2022.

Deferred Revenue

The Company recognized $556.1 million and $427.4 million of revenue for the three months ended October 31, 2023 and 2022, respectively, from the deferred revenue balances as of July 31, 2023 and 2022, respectively.

The Company recognized $1.2 billion and $841.8 million of revenue for the nine months ended October 31, 2023 and 2022, respectively, from the deferred revenue balances as of January 31, 2023 and 2022, respectively.

Remaining Performance Obligations

As of October 31, 2023, the Company’s RPO was $3.7 billion, of which the Company expects approximately 57% to be recognized as revenue in the twelve months ending October 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.

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4. Cash Equivalents and Investments

The following is a summary of the Company’s cash equivalents, short-term investments, and long-term investments on the condensed consolidated balance sheets (in thousands):


	October 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value

Cash equivalents:
Money market funds	$	579,719	$	—	$	—	$	579,719


Time deposits	5,285		—		—		5,285
Commercial paper	4,997		—		(1)		4,996

Total cash equivalents	590,001		—		(1)		590,000
Investments:
Corporate notes and bonds	1,530,205		483		(12,947)		1,517,741
U.S. government and agency securities	1,135,128		7		(11,259)		1,123,876
Commercial paper	572,082		29		(439)		571,672
Certificates of deposit	300,969		93		(165)		300,897

Total investments	3,538,384		612		(24,810)		3,514,186
Total cash equivalents and investments	$	4,128,385	$	612	$	(24,811)	$	4,104,186


	January 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value

Cash equivalents:
Money market funds(1)	$	520,138	$	—	$	—	$	520,138

Commercial paper	9,305		—		(1)		9,304
Corporate notes and bonds	6,902		1		—		6,903
Certificates of deposit	3,045		—		(1)		3,044
Total cash equivalents(1)	539,390		1		(2)		539,389
Investments:
Corporate notes and bonds	2,124,454		2,096		(23,470)		2,103,080
Commercial paper	883,023		272		(1,947)		881,348
U.S. government and agency securities	715,949		107		(12,220)		703,836
Certificates of deposit	453,557		278		(1,110)		452,725

Total investments	4,176,983		2,753		(38,747)		4,140,989
Total cash equivalents and investments(1)	$	4,716,373	$	2,754	$	(38,749)	$	4,680,378

________________

(1)Includes a reclassification of $141.0 million from cash to cash equivalents for the money market funds balance as of January 31, 2023, as presented in the Annual Report on Form 10-K filed with the SEC on March 29, 2023. Such reclassification did not impact the Company’s consolidated balance sheet as of January 31, 2023 or its consolidated statement of cash flows for the fiscal year ended January 31, 2023.

The Company included $23.4 million and $19.4 million of interest receivable in prepaid expenses and other current assets on the condensed consolidated balance sheets as of October 31, 2023 and January 31, 2023, respectively. The Company did not recognize an allowance for credit losses against interest receivable as of October 31, 2023 and January 31, 2023 because such potential losses were not material.

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As of October 31, 2023, the contractual maturities of the Company’s available-for-sale marketable debt securities did not exceed 36 months. The estimated fair values of available-for-sale marketable debt securities, classified as short-term or long-term investments on the Company’s condensed consolidated balance sheets, by remaining contractual maturity, are as follows (in thousands):


	October 31, 2023
	Estimated Fair Value

Due within 1 year	$	2,566,357
Due in 1 year to 3 years	947,829
Total	$	3,514,186

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 condensed consolidated balance sheets (in thousands):


	October 31, 2023
	Less than 12 Months				12 Months or Greater				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses

Cash equivalents:

Commercial paper	$	4,997	$	(1)	$	—	$	—	$	4,997	$	(1)




Total cash equivalents	4,997		(1)		—		—		4,997		(1)
Investments:
Corporate notes and bonds	873,774		(7,142)		460,730		(5,805)		1,334,504		(12,947)
U.S. government and agency securities	785,354		(5,392)		244,639		(5,867)		1,029,993		(11,259)
Commercial paper	490,963		(439)		—		—		490,963		(439)
Certificates of deposit	153,122		(165)		—		—		153,122		(165)

Total investments	2,303,213		(13,138)		705,369		(11,672)		3,008,582		(24,810)
Total cash equivalents and investments	$	2,308,210	$	(13,139)	$	705,369	$	(11,672)	$	3,013,579	$	(24,811)

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	January 31, 2023
	Less than 12 Months				12 Months or Greater				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses

Cash equivalents:
Commercial paper	$	9,304	$	(1)	$	—	$	—	$	9,304	$	(1)



Certificates of deposit	3,044		(1)		—		—		3,044		(1)
Total cash equivalents	12,348		(2)		—		—		12,348		(2)


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

For available-for-sale marketable debt securities with unrealized loss positions, the Company does not intend to sell these securities and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis. The decline in fair value of these securities due to credit related factors was not material as of October 31, 2023 and January 31, 2023.

See Note 5, “Fair Value Measurements,” for information regarding the Company’s strategic investments.

5. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows:

Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

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The following table presents the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis as of October 31, 2023 (in thousands):


	Level 1		Level 2		Total

Cash equivalents:
Money market funds	$	579,719	$	—	$	579,719
Time deposits	—		5,285		5,285
Commercial paper	—		4,996		4,996



Short-term investments:
Corporate notes and bonds	—		937,328		937,328
U.S. government and agency securities	—		756,460		756,460
Commercial paper	—		571,672		571,672
Certificates of deposit	—		300,897		300,897


Long-term investments:
Corporate notes and bonds	—		580,413		580,413
U.S. government and agency securities	—		367,416		367,416



Total	$	579,719	$	3,524,467	$	4,104,186

The following table presents the fair value hierarchy for the Company’s assets measured at fair value on a recurring basis as of January 31, 2023 (in thousands):


	Level 1		Level 2		Total

Cash equivalents:
Money market funds(1)	$	520,138	$	—	$	520,138
Commercial paper	—		9,304		9,304

Corporate notes and bonds	—		6,903		6,903
Certificates of deposit	—		3,044		3,044
Short-term investments:
Corporate notes and bonds	—		1,301,296		1,301,296
Commercial paper	—		881,348		881,348
Certificates of deposit	—		445,194		445,194
U.S. government and agency securities	—		440,128		440,128
Long-term investments:
Corporate notes and bonds	—		801,784		801,784
U.S. government and agency securities	—		263,708		263,708
Certificates of deposit	—		7,531		7,531
Total(1)	$	520,138	$	4,160,240	$	4,680,378

________________

The Company determines the fair value of its security holdings based on pricing from the Company’s service providers and market prices from industry-standard independent data providers. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures.

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Strategic Investments

The tables above do not include the Company’s strategic investments, which consist primarily of (i) non-marketable equity securities recorded at cost minus impairment, if any, and adjusted for observable transactions for the same or similar investments of the same issuer (referred to as the Measurement Alternative), and (ii) 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):


	October 31, 2023		January 31, 2023

Equity securities:
Non-marketable equity securities under Measurement Alternative	$	192,038	$	174,248
Non-marketable equity securities under equity method	5,206		5,066
Marketable equity securities	26,329		22,122
Debt securities:
Non-marketable debt securities	1,500		1,500
Total strategic investments—included in other assets	$	225,073	$	202,936

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 October 31, 2023 (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Non-marketable equity securities under Measurement Alternative:
Upward adjustments	$	—	$	1,124	$	—	$	1,124
Impairments	(1,000)		(7,482)		(3,101)		(34,037)
Marketable equity securities:
Net unrealized gains (losses)	(790)		(6,706)		4,206		(12,183)
Total—included in other expense, net	$	(1,790)	$	(13,064)	$	1,105	$	(45,096)

The cumulative upward adjustments and the cumulative impairments to the carrying value of the non-marketable equity securities accounted for using the Measurement Alternative held by the Company as of October 31, 2023 were $37.1 million and $41.1 million, respectively.

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

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6. Property and Equipment, Net

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


	October 31, 2023		January 31, 2023

Leasehold improvements	$	67,366	$	59,872
Computers, equipment, and software	27,741		20,050
Furniture and fixtures	17,533		14,800
Capitalized internal-use software development costs	78,607		44,059
Construction in progress—capitalized internal-use software development costs	84,266		61,575
Construction in progress—other	13,050		7,313
Total property and equipment, gross	288,563		207,669
Less: accumulated depreciation and amortization(1)	(72,183)		(46,846)
Total property and equipment, net	$	216,380	$	160,823

________________

(1)Includes $32.2 million and $19.9 million of accumulated amortization related to capitalized internal-use software development costs as of October 31, 2023 and January 31, 2023, respectively.

Depreciation and amortization expense was $10.0 million and $26.0 million for the three and nine months ended October 31, 2023, respectively. Included in these amounts were the amortization of capitalized internal-use software development costs of $5.0 million and $12.3 million for the three and nine months ended October 31, 2023, respectively.

Depreciation and amortization expense was $6.6 million and $17.1 million for the three and nine months ended October 31, 2022, respectively. Included in these amounts were the amortization of capitalized internal-use software development costs of $2.9 million and $6.8 million for the three and nine months ended October 31, 2022, respectively.

During the nine months ended October 31, 2023, the Company recognized impairment charges of $7.1 million related to its capitalized internal-use software development costs previously included in construction in-progress that were no longer probable of being completed. Such impairment charges were recorded as research and development expenses on the condensed consolidated statements of operations. Impairment charges related to capitalized internal-use software development costs recognized during the nine months ended October 31, 2022 were not material.

7. Business Combinations

Fiscal 2024

Neeva Inc.

During the nine months ended October 31, 2023, the Company acquired all outstanding stock of Neeva Inc. and its equity investee (collectively, Neeva), for total preliminary consideration of $185.4 million in cash. The Company acquired Neeva primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination.

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The following table summarizes the preliminary allocation of purchase consideration to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition:


	Estimated Fair Value (in thousands)		Estimated Useful Life (in years)

Cash and cash equivalents	$	43,968
Goodwill	63,049
Developed technology intangible assets	83,000		5

Other net tangible liabilities	(789)


Deferred tax liabilities, net(1)	(3,801)
Total	$	185,427

________________

(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 assets were 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.

Mountain US Corporation (formerly known as Mobilize.Net Corporation)

On February 10, 2023, the Company acquired all outstanding stock of Mountain US Corporation (formerly known as Mobilize.Net Corporation) (Mountain), a privately-held company which provides a premier suite of tools for efficiently migrating databases to the Data Cloud, for preliminary consideration of $76.3 million in cash. The Company acquired Mountain primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination.


	Estimated Fair Value (in thousands)		Estimated Useful Life (in years)

Cash and cash equivalents	$	11,594
Goodwill	45,450
Developed technology intangible asset	33,000		5

Other net tangible liabilities	(6,669)


Deferred tax liabilities, net(1)	(7,114)
Total	$	76,261

________________

(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 not deductible for income tax purposes. The Company believes the goodwill balance associated with this business combination represents the synergies expected from strengthening enablement capabilities and the acceleration of legacy migrations to the Data Cloud, as well as expanding the Company’s professional services footprint.

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LeapYear Technologies, Inc.

On February 10, 2023, the Company acquired all outstanding stock of LeapYear Technologies, Inc. (LeapYear), a privately-held company which provides a differential privacy platform, for $62.0 million in cash. The Company acquired LeapYear primarily for its talent and developed technology. The Company has accounted for this transaction as a business combination.


	Estimated Fair Value (in thousands)		Estimated Useful Life (in years)

Cash, cash equivalents, and restricted cash	$	3,563
Goodwill	8,431
Developed technology intangible asset	53,000		5

Other net tangible liabilities	(1,434)


Deferred tax liabilities, net(1)	(1,552)
Total	$	62,008

________________

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

Other Business Combination

During the nine months ended October 31, 2023, the Company acquired all outstanding stock of a privately-held company for $16.6 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 $1.6 million of cash acquired, $4.9 million as a developer community intangible asset (to be amortized over an estimated useful life of five years), and $10.1 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, recorded as general and administrative expenses, associated with each of the business combinations above were not material during the nine months ended October 31, 2023.

From the respective dates of acquisition through October 31, 2023, revenue attributable to each of the companies acquired in fiscal 2024, included in the Company’s condensed consolidated statements of operations for the nine months ended October 31, 2023, was not material. It was impracticable to determine the effect on the Company’s net loss attributable to each of the companies acquired in fiscal 2024 as these operations have been integrated into the Company’s ongoing operations since the respective dates of acquisition.

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Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations of the Company and Neeva, as if Neeva had been acquired as of February 1, 2022 (in thousands):


	Pro Forma
	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

	(unaudited)
Revenue	$	734,173	$	557,044	$	2,032,036	$	1,476,684
Net loss	$	(214,694)	$	(231,175)	$	(714,693)	$	(669,011)

The pro forma financial information for all periods presented above has been calculated after adjusting the results of operations of Neeva 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 both the Company and Neeva as though this business combination occurred as of February 1, 2022, the beginning of the Company’s fiscal 2023. The historical condensed consolidated financial information in the unaudited pro forma table above has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to the business combination, 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 this business combination had taken place as of February 1, 2022.

Pro forma financial information has not been presented as the effects of each of the Mountain, LeapYear, and other fiscal 2024 business combinations were not material to the Company’s condensed consolidated financial statements.

Fiscal 2023

Applica Sp. z.o.o.

On September 23, 2022, the Company acquired all outstanding stock of Applica Sp. z.o.o. (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 allocated to assets acquired and liabilities assumed based on their respective estimated fair values. The allocation of purchase consideration, inclusive of measurement period adjustments, was as follows:


	Estimated Fair Value (in thousands)		Estimated Useful Life (in years)

Cash	$	61
Goodwill	146,444
Developed technology intangible asset	35,000		5

Other net tangible liabilities	(612)


Deferred tax liabilities, net(1)	(6,202)
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.

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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. 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 $3.4 million associated with this business combination were recorded as general and administrative expenses during the nine months ended October 31, 2022.

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)	438,916
Total	$	650,755

________________

(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 11, “Equity,” for further discussion.


	Estimated Fair Value (in thousands)		Estimated Useful Life (in years)

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)	(26,911)
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.

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The excess of purchase consideration over the 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 general and administrative expenses during the nine months ended October 31, 2022.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of operations of the Company and both of Applica and Streamlit, as if each had been acquired as of February 1, 2021 (in thousands):


	Pro Forma
	Three Months Ended October 31,				Nine Months Ended October 31,
	2022		2021		2022		2021

	(unaudited)
Revenue	$	557,116	$	334,839	$	1,477,232	$	836,607
Net loss	$	(201,510)	$	(191,273)	$	(650,406)	$	(640,111)

The pro forma financial information for all periods presented above has been calculated after adjusting the results of operations of Applica and Streamlit 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, Applica, and Streamlit as though these business combinations occurred as of February 1, 2021, the beginning of the Company’s fiscal 2022. The historical condensed consolidated financial information in the unaudited pro forma table 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 these business combinations had taken place as of February 1, 2021.

8. Intangible Assets and Goodwill

Intangible Assets, Net

Intangible assets, net consisted of the following (in thousands):


	October 31, 2023
	Gross		Accumulated Amortization		Net

Finite-lived intangible assets:
Developed technology	$	218,596	$	(36,330)	$	182,266
Developer community	154,900		(47,641)		107,259
Assembled workforce	55,732		(19,430)		36,302
Patents	8,874		(5,760)		3,114
Other	47		(47)		—
Total finite-lived intangible assets	$	438,149	$	(109,208)	$	328,941
Indefinite-lived intangible assets—trademarks					826
Total intangible assets, net					$	329,767

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	January 31, 2023
	Gross		Accumulated Amortization		Net

Finite-lived intangible assets:
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
Other	47		(47)		—
Total finite-lived intangible assets	$	235,505	$	(50,318)	$	185,187
Indefinite-lived intangible assets—trademarks					826
Total intangible assets, net					$	186,013

During the nine months ended October 31, 2023, in addition to the developed technology intangible assets and a developer community intangible asset acquired in connection with fiscal 2024 business combinations, as discussed in Note 7, “Business Combinations,” the Company also acquired $28.7 million of intangible assets, primarily consisting of assembled workforce intangible assets with a useful life of four years.

Amortization expense of intangible assets was $22.5 million and $58.9 million for the three and nine months ended October 31, 2023, respectively, and $11.1 million and $26.7 million for the three and nine months ended October 31, 2022, respectively.

As of October 31, 2023, future amortization expense is expected to be as follows (in thousands):


	Amount
Fiscal Year Ending January 31,
Remainder of 2024	$	22,780
2025	89,764
2026	83,519
2027	79,366
2028	46,800
Thereafter	6,712
Total	$	328,941

Goodwill

Changes in goodwill were as follows (in thousands):


	Amount

Balance—January 31, 2023	$	657,370
Additions	127,035
Balance—October 31, 2023	$	784,405

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9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	October 31, 2023		January 31, 2023

Accrued compensation	$	152,440	$	123,173
Accrued third-party cloud infrastructure expenses	43,252		26,535
Liabilities associated with sales, marketing and business development programs	28,985		23,444
Accrued taxes	17,194		20,003
Employee contributions under employee stock purchase plan	16,072		36,648
Accrued professional services	11,941		11,776
Accrued purchases of property and equipment	4,098		3,876

Other	44,299		23,614
Total accrued expenses and other current liabilities	$	318,281	$	269,069

10. Commitments and Contingencies

Operating Leases—The Company leases its facilities for office space under non-cancelable operating leases with various expiration dates through fiscal 2035. Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into the determination of lease payments.

In March 2023, the Company entered into an agreement related to a new office facility located outside of the United States for a total commitment of $33.8 million based on the exchange rate as of October 31, 2023. The lease commenced during the nine months ended October 31, 2023, with an expiration date in fiscal 2032, and resulted in an increase in the Company’s operating lease right-of-use assets and operating lease liabilities in the amount of approximately $31 million.

In addition, the Company subleases certain of its unoccupied facilities to third parties with various expiration dates through fiscal 2030. Such subleases have all been classified as operating leases. Sublease income is recorded as a reduction to the Company’s operating lease costs. Sublease income was $2.9 million and $9.1 million for the three and nine months ended October 31, 2023, respectively, and $3.0 million and $9.7 million for the three and nine months ended October 31, 2022, respectively.

Other Contractual Commitments—Other contractual commitments relate mainly to third-party cloud infrastructure agreements and subscription arrangements used to facilitate the Company’s operations at the enterprise level.

In June 2023, the Company amended one of its third-party cloud infrastructure agreements. Under the amended agreement, the Company has committed to spend at least $1.0 billion between June 2023 and May 2028 on cloud infrastructure services with no minimum purchase commitment during any year. The Company is required to pay the difference if it fails to meet the minimum purchase commitment as of May 2028, and such payment can be applied to qualifying spending on cloud infrastructure services for up to twelve months after May 2028. Prior to such amendment, the remaining non-cancelable commitments under the agreement was $416.4 million as of January 31, 2023.

401(k) Plan—The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for each of the three and nine months ended October 31, 2023 and 2022.

Legal Matters—On March 23, 2021, a former employee, whose employment with the Company was terminated on September 29, 2020, filed a charge with the National Labor Relations Board (the NLRB) claiming that he was terminated in retaliation for engaging in concerted activity protected under the National Labor Relations Act. On September 15, 2023, following a hearing before a NLRB administrative law judge, the administrative law judge issued his ruling in favor of the former employee and ordered that he be awarded certain compensatory and other damages.

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The Company is appealing the ruling to the Board of the NLRB. The Company believes it is reasonably possible that a loss could ultimately result from an unfavorable outcome and that an estimate of the potential range of loss is between zero and $25 million, plus interest. No material loss accrual was recorded in the Company’s condensed consolidated balance sheet as of October 31, 2023, because management believes the likelihood of material loss resulting from this charge is not probable given the further appellate proceedings that are due to take place.

In addition, the Company is involved from time to time in various claims and legal actions arising in the ordinary course of business. While it is not feasible to predict or determine the ultimate outcome of these matters, the Company believes that none of its current legal proceedings will have a material adverse effect on its financial position, results of operations, or cash flows.

Letters of Credit—As of October 31, 2023, the Company had a total of $17.7 million in cash collateralized letters of credit outstanding, substantially in favor of certain landlords for the Company’s leased facilities. These letters of credit renew annually and expire at various dates through fiscal 2033.

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, non-employee directors, and certain other employees. The Company has agreed to indemnify and defend the indemnified party for claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims due to the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. For each of the three and nine months ended October 31, 2023 and 2022, losses recorded in the condensed consolidated statements of operations in connection with the indemnification provisions were not material.

11. Equity

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


	October 31, 2023	January 31, 2023

2012 Equity Incentive Plan:
Options outstanding	29,174	35,212
Restricted stock units outstanding	1,189	2,521

2020 Equity Incentive Plan:
Options outstanding	602	642
Restricted stock units outstanding	18,677	13,039
Shares available for future grants	61,584	52,989
2020 Employee Stock Purchase Plan:
Shares available for future grants	13,764	11,046
Total shares of common stock reserved for future issuance	124,990	115,449

Stock Repurchase Program and Treasury Stock—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.

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The following table summarizes the stock repurchase activity under the Company’s stock repurchase program (in thousands, except per share data):


	Three Months Ended October 31, 2023		Nine Months Ended October 31, 2023

Number of shares repurchased	2,607		4,012
Weighted-average price per share(1)	$	153.49	$	147.50
Aggregate purchase price(1)	$	400,038	$	591,732

________________

(1)Includes transaction costs associated with the repurchases.

As of October 31, 2023, $1.4 billion remained available for future stock repurchases under the stock repurchase program. The first 0.5 million shares repurchased during the nine months ended October 31, 2023 were recorded in treasury stock as a reduction to the stockholders’ equity on the condensed consolidated balance sheets. All subsequent repurchases of common stock were retired. Upon retirement, the par value of the common stock repurchased was deducted from common stock and any excess of repurchase price (including associated transaction costs) over par value was recorded entirely to retained earnings (accumulated deficit) on the condensed consolidated balance sheets.

Equity Incentive Plans—The Company’s 2020 Equity Incentive Plan (2020 Plan), which became effective in connection with its Initial Public Offering (IPO), provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards (RSUs), performance awards and other forms of equity compensation (collectively, equity awards). All shares that remain available for future grants are under the 2020 Plan.

The Company’s 2012 Equity Incentive Plan (2012 Plan) provided for the grant of equity awards to employees, non-employee directors, and other service providers of the Company. The 2012 Plan was terminated in September 2020 in connection with the IPO but continues to govern the terms of outstanding awards that were granted prior to the termination of the 2012 Plan. Upon the expiration, forfeiture, cancellation, or reacquisition of any shares of common stock underlying outstanding equity 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. No further equity awards will be granted under the 2012 Plan.

The Company’s 2020 Employee Stock Purchase Plan (2020 ESPP), which became effective in connection with the IPO, authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. Offering periods are generally six months long and begin on March 15 and September 15 of each year, except for the first two offering periods. The initial offering period began on September 15, 2020 and ended on February 26, 2021. The second offering period began on March 1, 2021 and ended on September 14, 2021.

On February 1, 2023, the shares available for grant under the 2020 Plan and the 2020 ESPP were automatically increased by 16.2 million shares and 3.2 million shares, respectively, pursuant to the annual evergreen increase provisions under the 2020 Plan and the 2020 ESPP.

Stock Options—Stock options granted under the 2012 Plan and the 2020 Plan (collectively, the Plans) generally vest based on continued service over four years and expire ten years from the date of grant. Certain stock options granted under the 2012 Plan are exercisable at any time following the date of grant and expire ten years from the date of grant.

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A summary of stock option activity and activity regarding shares available for grant under the Plans during the nine months ended October 31, 2023 is as follows:


	Shares Available for Grant (in thousands)	Number of Options Outstanding (in thousands)	Weighted- Average Exercise Price		Weighted-Average Remaining Contractual Life (in years)	Aggregate Intrinsic Value (in thousands)



Balance—January 31, 2023	52,989	35,854	$	11.27	5.9	$	5,237,549
Shares authorized	16,165	—

Options exercised	—	(2,376)	$	6.45
Options canceled	50	(50)	$	5.38

RSUs granted	(7,318)	—
Shares withheld related to net share settlement of RSUs	638	—
RSUs forfeited	472	—
Balance—April 30, 2023	62,996	33,428	$	11.63	5.7	$	4,599,537


Options exercised	—	(2,480)	$	6.53
Options canceled	55	(55)	$	110.24

RSUs granted	(2,048)	—
Shares withheld related to net share settlement of RSUs	551	—
RSUs forfeited	458	—
Balance—July 31, 2023	62,012	30,893	$	11.86	5.5	$	5,141,902



Options exercised	—	(1,095)	$	6.66
Options canceled	22	(22)	$	122.25

RSUs granted	(1,504)	—
Shares withheld related to net share settlement of RSUs	551	—
RSUs forfeited	503	—
Balance—October 31, 2023	61,584	29,776	$	11.97	5.2	$	4,002,528
Vested and exercisable as of October 31, 2023		28,830	$	9.52	5.2	$	3,924,611

No options were granted during the nine months ended October 31, 2023. The weighted-average grant-date fair value of options granted during the nine months ended October 31, 2022 was $101.66 per share. The intrinsic value of options exercised in the nine months ended October 31, 2023 and 2022 was $901.4 million and $875.0 million, respectively. The aggregate grant-date fair value of options that vested during the nine months ended October 31, 2023 and 2022 was $36.4 million and $60.7 million, respectively.

RSUs—RSUs granted under the 2012 Plan had both service-based and performance-based vesting conditions, of which the performance-based vesting condition was satisfied upon the effectiveness of the IPO in September 2020. The service-based vesting condition for these awards is typically satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. Stock-based compensation associated with RSUs granted under the 2012 Plan was recognized using an accelerated attribution method from the time it was deemed probable that the vesting condition was met through the time the service-based vesting condition had been achieved. RSUs granted under the 2020 Plan generally only contain a service-based vesting condition that is typically satisfied over four years, and the related stock-based compensation for such RSUs is recognized on a straight-line basis over the requisite service period.

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During the nine months ended October 31, 2023, the Company granted, under the 2020 Plan, RSUs that have both service-based and performance-based vesting conditions (PRSUs) to its executive officers and certain other members of its senior leadership team. The service-based vesting condition for these PRSUs is satisfied over four years with a cliff vesting period of one year and continued vesting quarterly thereafter. The performance-based vesting condition is satisfied upon the achievement of certain Company annual performance targets set by the compensation committee of the board of directors of the Company. The ultimate number of PRSUs earned and eligible to vest ranges between 0% to 120% of the target number of PRSUs granted based on the weighted-average achievement of such Company annual performance metrics for the fiscal year ending January 31, 2024. Stock-based compensation associated with these PRSUs is recognized using an accelerated attribution method over the requisite service period, based on the probability of the performance condition being satisfied, which is assessed periodically by the Company. For the three and nine months ended October 31, 2023, the Company recognized stock-based compensation of $10.5 million and $20.6 million associated with these PRSUs, respectively.

A summary of RSU activity, inclusive of PRSU activity, during the nine months ended October 31, 2023 is as follows:


	Number of Shares (in thousands)	Weighted-Average Grant Date Fair Value per Share

Unvested Balance—January 31, 2023	15,560	$	181.17
Granted(1)	7,318	$	143.56
Vested	(1,862)	$	188.47
Forfeited	(472)	$	179.39
Unvested Balance—April 30, 2023	20,544	$	167.15
Granted	2,048	$	187.08
Vested	(1,637)	$	169.81
Forfeited	(458)	$	176.59
Unvested Balance—July 31, 2023	20,497	$	168.72
Granted	1,504	$	157.62
Vested	(1,632)	$	168.13
Forfeited	(503)	$	173.42
Unvested Balance—October 31, 2023	19,866	$	167.81

________________

(1)Includes 0.5 million PRSUs granted at 120% of the target number of PRSUs, which represents the maximum number of PRSUs that may be earned and eligible to vest with respect to these awards over their full term.

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

As discussed in Note 7, “Business Combinations,” during the nine months ended October 31, 2022, 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 October 31, 2023, 0.3 million shares remained unvested.

A summary of restricted common stock activity during the nine months ended October 31, 2023 is as follows:


	Outside of the Plans
	Number of Shares (in thousands)	Weighted-Average Grant Date Fair Value per Share

Unvested Balance—January 31, 2023	428	$	219.26

Vested	(142)	$	199.28
Unvested Balance—April 30, 2023, July 31, 2023, and October 31, 2023	286	$	229.13

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Stock-Based Compensation—The following table summarizes the assumptions used in estimating the fair value of stock options granted to employees during the nine months ended October 31, 2022:


	Nine Months Ended October 31, 2022


Expected term (in years)	6.0
Expected volatility	50.0	%
Risk-free interest rate	1.8	%
Expected dividend yield	—	%

No stock options were granted during the three months ended October 31, 2022 or each of the three and nine months ended October 31, 2023.

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 uses 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.

Expected dividend yield—Because the Company has never paid and has no intention to pay cash dividends on common stock, the expected dividend yield is zero.

Fair value of underlying common stock—Since the completion of the IPO, the fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the New York Stock Exchange.

The following table summarizes the assumptions used in estimating the fair value of employee stock purchase rights granted under the 2020 ESPP during the three and nine months ended October 31, 2023 and 2022:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Expected term (in years)	0.5		0.5		0.5		0.5
Expected volatility	48.4	%	74.8	%	48.4% - 71.3%		58.9% - 74.8%
Risk-free interest rate	5.5	%	3.8	%	4.7% - 5.5%		0.9% - 3.8%
Expected dividend yield	—	%	—	%	—	%	—	%

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Stock-based compensation included in the condensed consolidated statements of operations was as follows (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Cost of revenue	$	30,530	$	27,794	$	93,294	$	76,499
Sales and marketing	75,708		65,010		226,841		177,641
Research and development	167,445		110,231		466,867		280,721
General and administrative	24,603		26,128		75,515		75,976
Stock-based compensation, net of amounts capitalized	298,286		229,163		862,517		610,837
Capitalized stock-based compensation	12,608		7,792		37,230		21,002
Total stock-based compensation	$	310,894	$	236,955	$	899,747	$	631,839

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

12. Income Taxes

The Company computes its tax provision for interim periods by applying the estimated annual effective tax rate to year-to-date pre-tax income from recurring operations and adjusting for discrete tax items arising in that quarter.

The Company had an effective tax rate of (1.6%) and 1.0% for the three and nine months ended October 31, 2023, respectively, and (2.0%) and 3.1% for the three and nine months ended October 31, 2022, respectively. The Company has incurred U.S. operating losses and has minimal profits in foreign jurisdictions.

The Company has evaluated all available evidence, both positive and negative, including historical levels of income and expectations and risks associated with estimates of future taxable income, and has determined that it is more likely than not that its net deferred tax assets will not be realized in the United States and the United Kingdom. Due to uncertainties surrounding the realization of the deferred tax assets, the Company maintains a full valuation allowance against its net deferred tax assets.

The Company is subject to income taxes in the United States and numerous foreign jurisdictions. As of October 31, 2023, tax years 2012 and forward generally remain open for examination for U.S. federal and state tax purposes, and tax years 2017 and forward generally remain open for examination for foreign tax purposes.

The Company has applied ASC 740 and determined that it has uncertain tax positions giving rise to unrecognized tax benefits for each of the three and nine months ended October 31, 2023 and 2022. The Company’s policy is to recognize interest and penalties related to uncertain tax positions in income tax expense. The Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. None of the unrecognized tax benefits are currently expected to impact the Company’s effective tax rate, if realized, as a result of the full valuation allowance.

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 stock repurchases. For the three and nine months ended October 31, 2023, the Inflation Act had no material impact to the Company, including its stock repurchase program. The Company is continuing to evaluate the various provisions of the Inflation Act and does not anticipate the impact, if any, will be material to the Company.

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13. Net Loss per Share

Basic and diluted net loss per share attributable to Snowflake Inc. Class A common stockholders is computed in conformity with the two-class method required for participating securities. The Company considers unvested common 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.

Basic net loss per share attributable to Snowflake Inc. Class A common stockholders is computed by dividing net loss attributable to Snowflake Inc. Class A common stockholders by the weighted-average number of shares of Snowflake Inc. Class A common stock outstanding during the period. Diluted net loss per share attributable to Snowflake Inc. Class A common stockholders is computed by giving effect to all potentially dilutive Snowflake Inc. Class A common stock equivalents to the extent they are dilutive. For purposes of this calculation, stock options, RSUs, restricted common stock, early exercised stock options, and employee stock purchase rights under the 2020 ESPP are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share attributable to Snowflake Inc. Class A common stockholders as their effect is anti-dilutive for all periods presented.

The following table presents the calculation of basic and diluted net loss per share attributable to Snowflake Inc. Class A common stockholders (in thousands, except per share data):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Numerator:
Net loss	$	(214,694)	$	(201,442)	$	(668,078)	$	(590,042)
Less: net loss attributable to noncontrolling interest	(443)		(506)		(1,333)		(506)
Net loss attributable to Snowflake Inc. Class A common stockholders	$	(214,251)	$	(200,936)	$	(666,745)	$	(589,536)
Denominator:
Weighted-average shares used in computing net loss per share attributable to Snowflake Inc. Class A common stockholders—basic and diluted	329,310		320,135		326,964		317,653
Net loss per share attributable to Snowflake Inc. Class A common stockholders—basic and diluted	$	(0.65)	$	(0.63)	$	(2.04)	$	(1.86)

The following potentially dilutive securities were excluded from the calculation of diluted net loss per share attributable to Snowflake Inc. Class A common stockholders for the periods presented because the impact of including them would have been anti-dilutive (in thousands):


	Three and Nine Months Ended October 31,
	2023	2022


Stock options	29,776	37,106

RSUs	19,866	15,561
Unvested restricted common stock and early exercised stock options	286	543
Employee stock purchase rights under the 2020 ESPP	130	107
Total	50,058	53,317

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with (1) our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q, and (2) our audited consolidated financial statements and the related notes and the discussion under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the fiscal year ended January 31, 2023 included in the Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on March 29, 2023. This discussion, particularly information with respect to our future results of operations or financial condition, business strategy and plans, and objectives of management for future operations, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note About Forward-Looking Statements” in this Quarterly Report on Form 10-Q. You should review the disclosure under the heading “Risk Factors” in this Quarterly Report on Form 10-Q for a discussion of important factors that could cause our actual results to differ materially from those anticipated in these forward-looking statements.

In addition to our results determined in accordance with U.S. generally accepted accounting principles (GAAP), free cash flow, a non-GAAP financial measure, is included in the section titled “Key Business Metrics.” This non-GAAP financial measure is not meant to be considered in isolation or as a substitute for, or superior to, comparable GAAP financial measures and should be read only in conjunction with our unaudited condensed consolidated financial statements prepared in accordance with GAAP. Our presentation of this non-GAAP financial measure may not be comparable to similar measures used by other companies. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the GAAP-to-non-GAAP reconciliation included in the section titled “Key Business Metrics—Free Cash Flow,” to more fully understand our business.

Unless the context otherwise requires, all references in this report to “Snowflake,” the “Company,” “we,” “our,” “us,” or similar terms refer to Snowflake Inc. and its consolidated subsidiaries.

Overview

We believe in a data connected world where organizations have seamless access to explore, share, and unlock the value of data. To realize this vision, we deliver 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.

Our platform is the innovative technology that powers the Data Cloud, enabling customers to consolidate data into a single source of truth to drive meaningful business insights, build data applications, and share data and data products. We provide our platform through a customer-centric, consumption-based business model, only charging customers for the resources they use.

Our cloud-native architecture consists of three independently scalable but logically integrated layers across compute, storage, and cloud services. The compute layer provides dedicated resources to enable users to simultaneously access common data sets for many use cases with minimal latency. The storage layer ingests massive amounts and varieties of structured, semi-structured, and unstructured data to create a unified data record. The cloud services layer intelligently optimizes each use case’s performance requirements with no administration. This architecture is built on three major public clouds across 40 regional deployments around the world. These deployments are generally interconnected to deliver the Data Cloud, enabling a consistent, global user experience.

We generate the substantial majority of our revenue from fees charged to our customers based on the compute, storage, and data transfer resources consumed on our platform as a single, integrated offering. For compute resources, consumption fees are 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 fees are based on the average terabytes per month of all of the customer’s data stored in our platform. For data transfer resources, consumption fees are based on terabytes of data transferred, the public cloud provider used, and the region to and from which the transfer is executed.

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Our customers typically enter into capacity arrangements with a term of one to four years, or consume our platform under on-demand arrangements in which we charge for use of our platform monthly in arrears. Consumption for most customers accelerates from the beginning of their usage to the end of their contract terms and often exceeds their initial capacity commitment amounts. When this occurs, our customers have the option to amend their existing agreement with us to purchase additional capacity or request early renewals. When a customer’s consumption during the contract term does not exceed its capacity commitment amount, it may have the option to roll over any unused capacity to future periods, generally upon the purchase of additional capacity. For these reasons, we believe our deferred revenue is not a meaningful indicator of future revenue that will be recognized in any given time period.

Our go-to-market strategy is focused on acquiring new customers and driving continued use of our platform for existing customers. We primarily focus our selling efforts on large organizations and primarily sell our platform through a direct sales force, which targets technical and business leaders who are adopting a cloud strategy and leveraging data to improve their business performance. Our sales force is comprised of sales development, inside sales, and field sales personnel and is segmented by the industry, size, and region of prospective customers. Once our platform has been adopted, we focus on increasing the migration of additional customer workloads to our platform to drive increased consumption, as evidenced by our net revenue retention rate of 135% and 158% as of October 31, 2023 and January 31, 2023, respectively. See the section titled “Key Business Metrics” for a definition of net revenue retention rate.

Our platform is used globally by organizations of all sizes across a broad range of industries. As of October 31, 2023, we had 8,907 total customers, increasing from 7,776 customers as of January 31, 2023. Our customer count is subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity, and we present our total customer count for historical periods reflecting these adjustments. Our platform has been adopted by many of the world’s largest organizations that view Snowflake as a key strategic partner in their cloud and data transformation initiatives. As of October 31, 2023, our customers included 647 of the Forbes Global 2000, based on the 2023 Forbes Global 2000 list, and those customers contributed approximately 42% of our revenue for the nine months ended October 31, 2023. Our Forbes Global 2000 customer count is subject to adjustments for annual updates to the Global 2000 list by Forbes, as well as acquisitions, consolidations, spin-offs, and other market activity with respect to such customers, and we present our Forbes Global 2000 customer count for historical periods reflecting these adjustments.

Fiscal Year

Our fiscal year ends on January 31. For example, references to fiscal 2024 refer to the fiscal year ended January 31, 2024.

Impact of Macroeconomic Conditions

Our business and financial condition have been, and may continue to be, impacted by adverse macroeconomic conditions, including higher inflation, higher interest rates, and fluctuations or volatility in capital markets or foreign currency exchange rates. These conditions are causing customers to rationalize budgets, prioritize cash flow management, including through shortened contract duration, and optimize consumption, including by reducing storage through shorter data retention policies. We are continuing to monitor the actual and potential effects of general macroeconomic conditions across our business. For additional details, see the section titled “Risk Factors.”

Stock Repurchase Program

In February 2023, our board of directors authorized a stock repurchase program of up to $2.0 billion of our outstanding common stock. The program is funded using our working capital and will expire in March 2025. During the nine months ended October 31, 2023, we repurchased approximately 4.0 million shares of our outstanding common stock for an aggregate purchase price of approximately $591.7 million, including transaction costs, at a weighted-average price of $147.50 per share. All repurchases were made in open market transactions (including via a pre-set trading plan). As of October 31, 2023, $1.4 billion remained available for future share repurchases under the stock repurchase program. See Note 11, “Equity,” to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details.

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Business Combinations

During the nine months ended October 31, 2023, we acquired all outstanding stock of Neeva Inc. and its equity investee (collectively, Neeva), a privately-held company which provide search technology powered by language models, for $185.4 million in cash.

On February 10, 2023, we acquired (i) all outstanding stock of Mountain US Corporation (formerly known as Mobilize.Net Corporation) (Mountain), a privately-held company which provides a premier suite of tools for efficiently migrating databases to the Data Cloud, for $76.3 million in cash, and (ii) all outstanding stock of LeapYear Technologies, Inc. (LeapYear), a privately-held company which provides a differential privacy platform, for $62.0 million in cash.

The results of operations of these business combinations have been included in our condensed consolidated financial statements from the respective dates of acquisition. See Note 7, “Business Combinations,” to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for details regarding these business combinations.

Key Factors Affecting Our Performance

Adoption of our Platform and Expansion of the Data Cloud

Our future success depends in large part on the market adoption of our platform, including new product functionality such as Snowpark. While we see growing demand for our platform, particularly from large enterprises, many of these organizations have invested substantial technical, financial, and personnel resources in their legacy database products or big data offerings, despite their inherent limitations. In addition, due to adverse macroeconomic conditions, many customers are attempting to rationalize budgets, prioritize cash flow management, and optimize consumption. While this makes it difficult to predict customer adoption rates and future demand, we believe that the benefits of our platform put us in a strong position to capture the significant market opportunity ahead.

Our platform powers the Data Cloud, a network of data providers, data consumers, and data application developers that enables our customers to securely share, monetize, and acquire live data sets and data products. The Data Cloud includes access to Snowflake Marketplace, through which customers can access or acquire third-party data sets and other data products. Our future growth is increasingly dependent on our ability to increase consumption of our platform by building and expanding the Data Cloud.

Expanding Within our Existing Customer Base

Our large base of customers represents a significant opportunity for further consumption of our platform. While we have seen an increase in the number of customers that have contributed more than $1 million in product revenue in the trailing 12 months, we believe that there is a substantial opportunity to continue growing these customers further, as well as continuing to expand the usage of our platform within our other existing customers. We plan to continue investing to encourage increased consumption and adoption of new use cases among our existing customers, particularly large enterprises.

Once deployed, our customers often expand their use of our platform more broadly within the enterprise and across their ecosystem of customers and partners as they migrate more data to the public cloud, identify new use cases, and realize the benefits of our platform and the Data Cloud. However, because we generally recognize product revenue on consumption and not ratably over the term of the contract, we do not have visibility into the timing of revenue recognition from any particular customer. In any given period, there is a risk that customer consumption of our platform will be slower than we expect, including in response to adverse macroeconomic conditions, which may cause fluctuations in our revenue and results of operations.

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New software releases or hardware improvements, like better storage compression and cloud infrastructure processor improvements, may make our platform more efficient, enabling customers to consume fewer compute, storage, and data transfer resources to accomplish the same workloads. To the extent these improvements do not result in an offsetting increase in new workloads, we may experience lower revenue. Our ability to increase usage of our platform by, and sell additional contracted capacity to, existing customers, and, in particular, large enterprise customers, will depend on a number of factors, including our customers’ satisfaction with our platform, competition, pricing, macroeconomic conditions, overall changes in our customers’ spending levels, customers’ attempts to optimize their consumption, the effectiveness of our and our partners’ efforts to help our customers realize the benefits of our platform, and the extent to which customers migrate new workloads to our platform over time, including data science, artificial intelligence, and machine learning workloads.

Acquiring New Customers

We believe there is a substantial opportunity to further grow our customer base by continuing to make significant investments in sales and marketing and brand awareness. Our ability to attract new customers will depend on a number of factors, including the productivity of our sales organization, competitive dynamics in our target markets, changes in our customers’ spending and platform consumption in response to market uncertainty, and our ability to build and maintain partner relationships, including with global system integrators, resellers, and technology partners. While our platform is built for organizations of all sizes, we focus our selling efforts on large enterprise customers, customers with vast amounts of data, and customers requiring industry-specific solutions. We may not achieve anticipated revenue growth if we are unable to hire, develop, integrate, and retain talented and effective sales personnel; if our sales personnel are unable to achieve desired productivity levels in a reasonable period of time; or if our sales and marketing programs are not effective.

Investing in Growth and Scaling our Business

We are focused on our long-term revenue potential, and believe our market opportunity is large. We will continue to invest significantly in research and development to improve our platform, including in the areas of data science, artificial intelligence, and machine learning. In addition, we are focused on expanding our business both domestically and internationally. As part of these efforts, we are investing in meeting the needs of organizations in geographies and specialized industries that have heightened data requirements, including with respect to data localization, privacy, and security. We intend to continue to invest heavily to grow our business to take advantage of our expansive market opportunity, while also focusing on profitability and cash flow.

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Key Business Metrics

We monitor the key business metrics set forth below to help us evaluate our business and growth trends, establish budgets, measure the effectiveness of our sales and marketing efforts, and assess operational efficiencies. The calculation of the key business metrics discussed below may differ from other similarly titled metrics used by other companies, securities analysts, or investors.

The following tables present a summary of key business metrics for the periods presented:


	Three Months Ended
	October 31, 2023		July 31, 2023		April 30, 2023		January 31, 2023		October 31, 2022

Product revenue (in millions)	$	698.5	$	640.2	$	590.1	$	555.3	$	522.8
Free cash flow (non-GAAP) (in millions)(1)(2)	$	102.3	$	69.0	$	283.1	$	205.3	$	65.0


	October 31, 2023			July 31, 2023			April 30, 2023			January 31, 2023			October 31, 2022

Customers with trailing 12-month product revenue greater than $1 million(3)	436			401			373			332			287
Net revenue retention rate(3)	135		%	142		%	151		%	158		%	166		%
Forbes Global 2000 customers(3)	647			645			623			614			586
Remaining performance obligations (in millions)(4)	$	3,698.7		$	3,540.2		$	3,409.0		$	3,660.5		$	3,003.1

________________

(1)Includes net cash paid on payroll tax-related items on employee stock transactions as follows (in millions):


	Three Months Ended
	October 31, 2023		July 31, 2023		April 30, 2023		January 31, 2023		October 31, 2022

Net cash paid on payroll tax-related items on employee stock transactions	$	8.5	$	19.1	$	3.8	$	10.0	$	0.1

(2)Cash outflows for employee payroll tax items related to the net share settlement of equity awards were $91.1 million and $273.8 million for the three and nine months ended October 31, 2023, respectively, and $51.7 million and $135.8 million for the three and nine months ended October 31, 2022, respectively. These amounts are included in cash flow for financing activities and, as a result, do not have an effect on the calculation of non-GAAP free cash flow. See the section titled “Free Cash Flow” for a reconciliation of non-GAAP free cash flow to the most directly comparable financial measure calculated in accordance with GAAP.

(3)Historical numbers for (i) customers with trailing 12-month product revenue greater than $1 million, (ii) net revenue retention rate, and (iii) Forbes Global 2000 customers reflect any adjustments for acquisitions, consolidations, spin-offs, and other market activity. In addition, our Forbes Global 2000 customer count reflects adjustments for annual updates to the Forbes Global 2000 list by Forbes.

(4)As of October 31, 2023, our remaining performance obligations were approximately $3.7 billion, of which we expect approximately 57% to be recognized as revenue in the twelve months ending October 31, 2024 based on historical customer consumption patterns. The weighted-average remaining life of our capacity contracts was 1.8 years as of October 31, 2023. However, the amount and timing of revenue recognition are generally dependent upon customers’ future consumption, which is inherently variable at our 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 upon the purchase of additional capacity at renewal. In addition, our historical customer consumption patterns are not necessarily indicative of future results.

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Product Revenue

Product revenue is a key metric for us because we recognize revenue based on platform consumption, which is inherently variable at our customers’ discretion, and not based on the amount and duration of contract terms. Product revenue is primarily derived from the consumption of compute, storage, and data transfer resources, which are consumed by customers on our platform as a single, integrated offering. Customers have the flexibility to consume more than their contracted capacity during the contract term and may have the ability to roll over unused capacity to future periods, generally upon the purchase of additional capacity at renewal. Our consumption-based business model distinguishes us from subscription-based software companies that generally recognize revenue ratably over the contract term and may not permit rollover. Because customers have flexibility in the timing of their consumption, which can exceed their contracted capacity or extend beyond the original contract term in many cases, the amount of product revenue recognized in a given period is an important indicator of customer satisfaction and the value derived from our platform. While customer use of our platform in any period is not necessarily indicative of future use, we estimate future revenue using predictive models based on customers’ historical usage to plan and determine financial forecasts. Product revenue excludes our professional services and other revenue, which has been less than 10% of revenue for each of the periods presented.

Customers with Trailing 12-Month Product Revenue Greater than $1 Million

Large customer relationships lead to scale and operating leverage in our business model. Compared with smaller customers, large customers present a greater opportunity for us to sell additional capacity because they have larger budgets, a wider range of potential use cases, and greater potential for migrating new workloads to our platform over time. As a measure of our ability to scale with our customers and attract large enterprises to our platform, we count the number of customers under capacity arrangements that contributed more than $1 million in product revenue in the trailing 12 months. For purposes of determining our customer count, we treat each customer account, including accounts for end-customers under a reseller arrangement, that has at least one corresponding capacity contract as a unique customer, and a single organization with multiple divisions, segments, or subsidiaries may be counted as multiple customers. We do not include customers that consume our platform only under on-demand arrangements for purposes of determining our customer count. Our customer count is subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity, and we present our customer count for historical periods reflecting these adjustments.

Net Revenue Retention Rate

We believe the growth in use of our platform by our existing customers is an important measure of the health of our business and our future growth prospects. We monitor our dollar-based net revenue retention rate to measure this growth. To calculate this metric, we first specify a measurement period consisting of the trailing two years from our current period end. Next, we define as our measurement cohort the population of customers under capacity contracts that used our platform at any point in the first month of the first year of the measurement period. The cohorts used to calculate net revenue retention rate include end-customers under a reseller arrangement. We then calculate our net revenue retention rate as the quotient obtained by dividing our product revenue from this cohort in the second year of the measurement period by our product revenue from this cohort in the first year of the measurement period. Any customer in the cohort that did not use our platform in the second year remains in the calculation and contributes zero product revenue in the second year. Our net revenue retention rate is subject to adjustments for acquisitions, consolidations, spin-offs, and other market activity, and we present our net revenue retention rate for historical periods reflecting these adjustments. Since we will continue to attribute the historical product revenue to the consolidated contract, consolidation of capacity contracts within a customer’s organization typically will not impact our net revenue retention rate unless one of those customers was not a customer at any point in the first month of the first year of the measurement period. We expect our net revenue retention rate to decrease over the long-term as customers that have consumed our platform for an extended period of time become a larger portion of both our overall customer base and our product revenue that we use to calculate net revenue retention rate, and as their consumption growth primarily relates to existing use cases rather than new use cases. In addition, we have seen, and may continue to see, impacts on customer consumption patterns due to holidays and certain of our customers increasing their consumption of our platform at a slower pace than expected, which may negatively impact our net revenue retention rate in future periods.

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Forbes Global 2000 Customers

We believe that the number of Forbes Global 2000 customers is an important indicator of the growth of our business and future revenue trends as we focus our selling efforts on large enterprise customers and customers with vast amounts of data. Our Forbes Global 2000 customer count is a subset of our customer count based on the 2023 Forbes Global 2000 list. Our Forbes Global 2000 customer count is subject to adjustments for annual updates to the list by Forbes, as well as acquisitions, consolidations, spin-offs, and other market activity with respect to such customers, and we present our Forbes Global 2000 customer count for historical periods reflecting these adjustments.

Remaining Performance Obligations

Remaining performance obligations (RPO) represent the amount of contracted future revenue that has not yet been recognized, including (i) deferred revenue and (ii) non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods. RPO excludes performance obligations from on-demand 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 U.S. dollars each period based on the applicable period-end exchange rates. RPO is not necessarily indicative of future product revenue growth because it does not account for the timing of customers’ consumption or their consumption of more than their contracted capacity. Moreover, RPO is influenced by a number of factors, including the timing and size of renewals, the timing and size of purchases of additional capacity, average contract terms, seasonality, changes in foreign currency exchange rates, and the extent to which customers are permitted to roll over unused capacity to future periods, generally upon the purchase of additional capacity at renewal. Due to these factors, it is important to review RPO in conjunction with product revenue and other financial metrics disclosed elsewhere herein.

Free Cash Flow

We define free cash flow, a non-GAAP financial measure, as GAAP net cash provided by (used in) operating activities reduced by purchases of property and equipment and capitalized internal-use software development costs. Cash outflows for employee payroll tax items related to the net share settlement of equity awards are included in cash flow for financing activities and, as a result, do not have an effect on the calculation of free cash flow. We believe information regarding free cash flow provides useful supplemental information to investors because it is an indicator of the strength and performance of our core business operations.

The following table presents a reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable financial measure calculated in accordance with GAAP, for the periods presented (in thousands):


	Three Months Ended
	October 31, 2023		July 31, 2023		April 30, 2023		January 31, 2023		October 31, 2022

Net cash provided by operating activities	$	120,907	$	83,191	$	299,444	$	217,316	$	79,277
Less: purchases of property and equipment	(8,746)		(6,298)		(6,970)		(5,362)		(8,505)
Less: capitalized internal-use software development costs	(9,889)		(7,874)		(9,341)		(6,693)		(5,779)
Free cash flow (non-GAAP)(1)(2)	$	102,272	$	69,019	$	283,133	$	205,261	$	64,993

________________

(1)Includes net cash paid on payroll tax-related items on employee stock transactions as follows (in thousands):


	Three Months Ended
	October 31, 2023		July 31, 2023		April 30, 2023		January 31, 2023		October 31, 2022

Net cash paid on payroll tax-related items on employee stock transactions	$	8,541	$	19,138	$	3,785	$	10,034	$	52

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Historically, we have received a higher volume of orders from new and existing customers in the fourth fiscal quarter of each year. As a result, we have historically seen higher free cash flow in the first and fourth fiscal quarters of each year.

Components of Results of Operations

Revenue

We deliver our platform over the internet as a service. Customers choose to consume our platform under either capacity arrangements, in which they commit to a certain amount of consumption at specified prices, or under on-demand arrangements, in which we charge for use of our platform monthly in arrears. Under capacity arrangements, from which a majority of our revenue is derived, we typically bill our customers annually in advance of their consumption. However, in future periods, we expect to see an increase in capacity contracts providing for quarterly upfront billings and monthly in arrears billings as our customers increasingly want to align consumption and timing of payments. Revenue from on-demand arrangements typically relates to customers with lower usage levels or, 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 approximately 2% of our revenue for each of the three and nine months ended October 31, 2023 and 2022.

We recognize revenue as customers consume compute, storage, and data transfer resources under either of these arrangements. In limited instances, customers pay an annual deployment fee to gain access to a dedicated instance of a virtual private deployment. We recognize the deployment fee ratably over the contract term. Such deployment revenue represented less than 1% of our revenue for each of the three and nine months ended October 31, 2023 and 2022.

Our customer contracts for capacity typically have a term of one to four years. The weighted-average term of capacity contracts entered into during each of the three and nine months ended October 31, 2023 is approximately 2.3 years. To the extent our customers enter into such contracts and either consume our platform in excess of their capacity commitments or continue to use our platform after expiration of the contract term, they are charged for their incremental consumption. In many cases, our customer contracts permit customers to roll over any unused capacity to a subsequent order, generally upon the purchase of additional capacity. For those customers who do not have a capacity arrangement, our on-demand arrangements generally have a monthly stated contract term and can be terminated at any time by either the customer or us.

We generate the substantial majority of our revenue from fees charged to our customers based on the compute, storage, and data transfer resources consumed on our platform as a single, integrated offering. We do not make any one of these resources available for consumption without the others. Instead, each of compute, storage, and data transfer work together to drive consumption on our 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 our 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.

Because customers have flexibility in their consumption, and we generally recognize revenue on consumption and not ratably over the term of the contract, we do not have the visibility into the timing of revenue recognition from any particular customer contract that typical subscription-based software companies may have. As our customer base grows, we expect our ability to forecast customer consumption in the aggregate to improve. However, in any given period, there is a risk that customers will consume our platform more slowly than we expect, including in response to adverse macroeconomic conditions, which may cause fluctuations in our revenue and results of operations.

Our revenue also includes professional services and other revenue, which consists primarily of consulting, technical solution services, and training related to our platform. Our professional services revenue is recognized over time based on input measures, including time and materials costs incurred relative to total costs, with consideration given to output measures, such as contract deliverables, when applicable. Other revenue consists primarily of fees from customer training delivered on-site or through publicly available classes.

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Allocation of Overhead Costs

Overhead costs that are not substantially dedicated for use by a specific functional group are allocated based on headcount. Such costs include costs associated with office facilities, depreciation of property and equipment, information technology (IT) and general recruiting related expenses and other expenses, such as software and subscription services.

Cost of Revenue

Cost of revenue consists of cost of product revenue and cost of professional services and other revenue. Cost of revenue also includes allocated overhead costs.

Cost of product revenue. Cost of product revenue consists primarily of (i) third-party cloud infrastructure expenses incurred in connection with our customers’ use of our platform and the deployment and maintenance of our platform on public clouds, including different regional deployments, and (ii) personnel-related costs associated with customer support and maintaining service availability and security of our platform, including salaries, benefits, bonuses, and stock-based compensation. We periodically receive credits from third-party cloud providers that are recorded as a reduction to the third-party cloud infrastructure expenses. Cost of product revenue also includes amortization of capitalized internal-use software development costs, amortization of acquired developed technology intangible assets, and expenses associated with software and subscription services dedicated for use by our customer support team and our engineering team responsible for maintaining our platform.

Cost of professional services and other revenue. Cost of professional services and other revenue consists primarily of personnel-related costs associated with our professional services and training departments, including salaries, benefits, bonuses, and stock-based compensation, amortization of an acquired developed technology intangible asset, and costs of contracted third-party partners and software tools.

We intend to continue to invest additional resources in our platform infrastructure and our customer support and professional services organizations to support the growth of our business. Some of these investments, including certain support costs and costs of expanding our business internationally, are incurred in advance of generating revenue, and either the failure to generate anticipated revenue or fluctuations in the timing of revenue could affect our gross margin from period to period.

Operating Expenses

Our operating expenses consist of sales and marketing, research and development, and general and administrative expenses. Personnel costs are the most significant component of operating expenses and consist of salaries, benefits, bonuses, stock-based compensation, and sales commissions. Operating expenses also include allocated overhead costs.

Sales and Marketing

Sales and marketing expenses consist primarily of personnel-related expenses associated with our sales and marketing staff, including salaries, benefits, bonuses, and stock-based compensation. Sales and marketing expenses also include sales commissions and draws paid to our sales force and certain referral fees paid to third parties, including amortization of deferred commissions. A portion of the sales commissions paid to the sales force is earned based on the rate of the customers’ consumption of our platform, and a portion of the commissions paid to the sales force is earned upon the origination of the customer contracts. Sales commissions tied to customers’ consumption are expensed in the same period as they are earned. Sales commissions and referral fees earned upon the origination of the new customer or customer expansion contracts are deferred and then amortized over a period of benefit that we determined to be five years. Sales and marketing expenses also include advertising costs and other expenses associated with our sales, marketing and business development programs, including Summit, our annual user conference, offset by proceeds from such conferences and programs. In addition, sales and marketing expenses are comprised of travel-related expenses, software and subscription services dedicated for use by our sales and marketing organizations, amortization of an acquired developer community intangible asset, and outside services contracted for sales and marketing purposes. We expect that our sales and marketing expenses will increase in absolute dollars and continue to be our largest operating expense for the foreseeable future as we grow our business. However, we expect that our sales and marketing expenses will decrease as a percentage of our revenue over time, although the percentage may fluctuate from period to period depending on the timing and the extent of these expenses.

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Research and Development

Research and development expenses consist primarily of personnel-related expenses associated with our research and development staff, including salaries, benefits, bonuses, and stock-based compensation. Research and development expenses also include contractor or professional services fees, third-party cloud infrastructure expenses incurred in developing our platform, and expenses associated with computer equipment, software and subscription services dedicated for use by our research and development organization. We expect that our research and development expenses will increase in absolute dollars as our business grows, particularly as we incur additional costs related to continued investments in our platform. However, we expect that our research and development expenses will decrease as a percentage of our revenue over time, although the percentage may fluctuate from period to period depending on the timing and the extent of these expenses. In addition, research and development expenses that qualify as internal-use software development costs are capitalized, the amount of which may fluctuate significantly from period to period.

General and Administrative

General and administrative expenses consist primarily of personnel-related expenses for our finance, legal, human resources, facilities, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation. General and administrative expenses also include external legal, accounting, and other professional services fees, software and subscription services dedicated for use by our general and administrative functions, insurance, unallocated lease costs associated with unused office facilities to accommodate planned headcount growth, and other corporate expenses. We expect that our general and administrative expenses will increase in absolute dollars as our business grows but will decrease as a percentage of our revenue over time, although the percentage may fluctuate from period to period depending on the timing and the extent of these expenses.

Interest Income

Interest income consists primarily of interest income earned on our cash and cash equivalents and short-term and long-term investments, including amortization of premiums and accretion of discounts related to our available-for-sale marketable debt securities, net of associated fees.

Other Income (Expense), Net

Other income (expense), net consists primarily of (i) unrealized gains (losses) on our strategic investments in equity securities, and (ii) the effect of exchange rates on our foreign currency-denominated asset and liability balances.

Provision for (Benefit from) Income Taxes

Provision for (benefit from) income taxes consists primarily of income taxes in certain foreign and U.S. federal and state jurisdictions in which we conduct business. We maintain a full valuation allowance against our U.S. and U.K. deferred tax assets because we have concluded that it is more likely than not that the deferred tax assets will not be realized.

Net Income (Loss) Attributable to Noncontrolling Interest

Our condensed consolidated financial statements include the accounts of Snowflake Inc., our wholly-owned subsidiaries, and a majority-owned subsidiary in which we have a controlling financial interest. Net income (loss) attributable to noncontrolling interest represents the net income (loss) of our majority-owned subsidiary attributed to noncontrolling interest using the hypothetical liquidation at book value method. See Note 2, “Basis of Presentation and Summary of Significant Accounting Policies,” to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details.

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Results of Operations

The following table sets forth our condensed consolidated statements of operations data for the periods indicated (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Revenue	$	734,173	$	557,028	$	2,031,790	$	1,476,647
Cost of revenue(1)	228,948		190,721		656,754		511,883
Gross profit	505,225		366,307		1,375,036		964,764
Operating expenses(1):
Sales and marketing	355,079		284,477		1,029,925		803,034
Research and development	332,065		211,387		923,473		545,933
General and administrative	78,704		76,462		240,906		218,314
Total operating expenses	765,848		572,326		2,194,304		1,567,281
Operating loss	(260,623)		(206,019)		(819,268)		(602,517)
Interest income	53,491		21,857		146,902		38,308
Other expense, net	(4,170)		(13,271)		(2,646)		(44,672)
Loss before income taxes	(211,302)		(197,433)		(675,012)		(608,881)
Provision for (benefit from) income taxes	3,392		4,009		(6,934)		(18,839)
Net loss	(214,694)		(201,442)		(668,078)		(590,042)
Less: net loss attributable to noncontrolling interest	(443)		(506)		(1,333)		(506)
Net loss attributable to Snowflake Inc.	$	(214,251)	$	(200,936)	$	(666,745)	$	(589,536)

________________

(1)Includes stock-based compensation as follows (in thousands):


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Cost of revenue	$	30,530	$	27,794	$	93,294	$	76,499
Sales and marketing	75,708		65,010		226,841		177,641
Research and development	167,445		110,231		466,867		280,721
General and administrative	24,603		26,128		75,515		75,976
Total stock-based compensation	$	298,286	$	229,163	$	862,517	$	610,837

The overall increase in stock-based compensation for the three and nine months ended October 31, 2023, compared to the three and nine months ended October 31, 2022, was primarily attributable to additional equity awards granted to existing and new employees, partially offset by a decrease in stock-based compensation associated with restricted stock unit awards (RSUs) granted prior to our Initial Public Offering (IPO). RSUs granted prior to our IPO had both a service-based and a performance-based vesting condition and, as a result, we recognized stock-based compensation associated with such RSUs using an accelerated attribution method.

As of October 31, 2023, total compensation cost related to unvested stock-based awards not yet recognized was $2.9 billion, which will be recognized over a weighted-average period of 2.9 years. See Note 11, “Equity,” to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details.

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The following table sets forth our condensed consolidated statements of operations data expressed as a percentage of revenue for the periods indicated:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Revenue	100	%	100	%	100	%	100	%
Cost of revenue(1)	31		34		32		35
Gross profit	69		66		68		65
Operating expenses(1):
Sales and marketing	48		51		51		54
Research and development	45		38		45		37
General and administrative	11		14		12		15
Total operating expenses	104		103		108		106
Operating loss	(35)		(37)		(40)		(41)
Interest income	7		4		7		3
Other expense, net	(1)		(2)		—		(3)
Loss before income taxes	(29)		(35)		(33)		(41)
Provision for (benefit from) income taxes	—		1		—		(1)
Net loss	(29)		(36)		(33)		(40)
Less: net loss attributable to noncontrolling interest	—		—		—		—
Net loss attributable to Snowflake Inc.	(29%)		(36%)		(33%)		(40%)

________________

(1)Stock-based compensation included in the table above as a percentage of revenue as follows:


	Three Months Ended October 31,				Nine Months Ended October 31,
	2023		2022		2023		2022

Cost of revenue	4	%	5	%	5	%	5	%
Sales and marketing	10		12		11		12
Research and development	24		19		23		19
General and administrative	3		5		4		5
Total stock-based compensation	41	%	41	%	43	%	41	%

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Comparison of the Three and Nine Months Ended October 31, 2023 and 2022

Revenue


	Three Months Ended October 31,					Nine Months Ended October 31,
	2023		2022		% Change	2023		2022		% Change

	(dollars in thousands)					(dollars in thousands)
Revenue:
Product	$	698,478	$	522,752	34%	$	1,928,759	$	1,383,454	39%
Professional services and other	35,695		34,276		4%	103,031		93,193		11%
Total	$	734,173	$	557,028	32%	$	2,031,790	$	1,476,647	38%
Percentage of revenue:
Product	95%		94%			95%		94%
Professional services and other	5%		6%			5%		6%
Total	100%		100%			100%		100%

Product revenue increased $175.7 million and $545.3 million for the three and nine months ended October 31, 2023, compared to the three and nine months ended October 31, 2022, respectively, primarily due to increased consumption of our platform by existing customers, as evidenced by our net revenue retention rate of 135% as of October 31, 2023. The increase in product revenue was also driven by an increase in capacity consumption prices of approximately 3% for each of the three and nine months ended October 31, 2023, compared to the same periods in the prior year, primarily due to increased consumption of higher-priced editions of our platform and better discipline over discounting.

We had 436 customers with product revenue of greater than $1 million for the trailing 12 months ended October 31, 2023, an increase from 287 customers as of October 31, 2022. Such customers represented approximately 64% and 61% of our product revenue for the trailing 12 months ended October 31, 2023 and 2022, respectively. Within these customers, we had 75 and 24 customers with product revenue of greater than $5 million and $10 million, respectively, for the trailing 12 months ended October 31, 2023. The substantial majority of our revenue was derived from existing customers under capacity arrangements, which represented approximately 98% of our revenue for each of the three months ended October 31, 2023 and 2022, and approximately 97% of our revenue for each of the nine months ended October 31, 2023 and 2022. The remainder was derived from on-demand arrangements and new customers under capacity arrangements. The preceding historical metrics reflect any adjustments for acquisitions, consolidations, spin-offs, and other market activity. For purposes of determining revenue derived from (i) customers with trailing 12-month product revenue greater than $1 million, (ii) new customers, and (iii) existing customers, we treat each customer account, including accounts for end-customers under a reseller arrangement, that has at least one corresponding capacity contract as a unique customer, and a single organization with multiple divisions, segments, or subsidiaries may be counted as multiple customers.

Professional services and other revenue for the three months ended October 31, 2023 remained relatively flat compared to the three months ended October 31, 2022. Professional services and other revenue increased $9.8 million for the nine months ended October 31, 2023, compared to the same period in the prior year, as we continued to expand our professional services organization to help our customers further realize the benefits of our platform.

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Cost of Revenue, Gross Profit (Loss), and Gross Margin


	Three Months Ended October 31,					Nine Months Ended October 31,
	2023		2022		% Change	2023		2022		% Change

	(dollars in thousands)					(dollars in thousands)
Cost of revenue:
Product	$	180,000	$	145,929	23%	$	508,424	$	388,946	31%
Professional services and other	48,948		44,792		9%	148,330		122,937		21%
Total cost of revenue	$	228,948	$	190,721	20%	$	656,754	$	511,883	28%
Gross profit (loss):
Product	$	518,478	$	376,823	38%	$	1,420,335	$	994,508	43%
Professional services and other	(13,253)		(10,516)		26%	(45,299)		(29,744)		52%
Total gross profit	$	505,225	$	366,307	38%	$	1,375,036	$	964,764	43%
Gross margin:
Product	74%		72%			74%		72%
Professional services and other	(37%)		(31%)			(44%)		(32%)
Total gross margin	69%		66%			68%		65%
Headcount (at period end)
Product	402		343			402		343
Professional services and other	523		458			523		458
Total headcount	925		801			925		801

Cost of product revenue increased $34.1 million and $119.5 million for the three and nine months ended October 31, 2023, compared to the three and nine months ended October 31, 2022, respectively. The increase was primarily due to an increase of $15.5 million and $61.9 million in third-party cloud infrastructure expenses as a result of increased customer consumption for the three and nine months ended October 31, 2023, respectively, compared to the same periods in the prior year. Personnel-related costs and allocated overhead costs also increased $7.1 million and $27.9 million for the three and nine months ended October 31, 2023, respectively, compared to the same periods in the prior year, as a result of increased headcount and overall costs to support the growth in our business, and increased stock-based compensation primarily related to additional equity awards granted to existing and new employees. The remaining increase in cost of product revenue was primarily driven by an increase of $9.8 million and $23.7 million in amortization of acquired developed technology intangible assets and capitalized internal-use software development costs for the three and nine months ended October 31, 2023, respectively.

Our product gross margin was 74% for each of the three and nine months ended October 31, 2023, compared to 72% for each of the three and nine months ended October 31, 2022. The improvement was primarily due to (i) higher volume-based discounts for our purchases of third-party cloud infrastructure, and (ii) increased cost efficiency as a result of cloud infrastructure processor improvements. While we expect our product gross margin to slightly improve for the fiscal year ending January 31, 2024, a number of factors could hinder any improvement in our product gross margin, including (i) fluctuations in the mix and timing of customers’ consumption, which is inherently variable at our customers’ discretion, (ii) whether or not a customer contracts with us through our marketplace listings, (iii) our discounting practices, including as a result of changes to the competitive environment, and (iv) the extent of our investments in our operations, including performance improvements that may make our platform or the underlying cloud infrastructure more efficient.

Cost of professional services and other revenue increased $4.2 million and $25.4 million for the three and nine months ended October 31, 2023, compared to the three and nine months ended October 31, 2022, respectively. The increase was primarily due to an increase of $4.8 million and $24.4 million in personnel-related costs and allocated overhead costs for the three and nine months ended October 31, 2023, respectively, compared to the same periods in the prior year, as a result of increased headcount and overall costs to support the growth in our business, and increased stock-based compensation primarily related to additional equity awards granted to existing and new employees. The overall increase in cost of professional services and other revenue was also driven by increased amortization of an acquired developed technology intangible asset as a result of the Mountain business combination completed in February 2023, partially offset by a decrease in costs associated with contracted third-party partners.

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Professional services and other gross margin declined for each of the three and nine months ended October 31, 2023, compared to the same periods in the prior year, primarily due to overall increased costs from scaling our professional services organization, including increased headcount and amortization of an acquired developed technology intangible asset as a result of the Mountain business combination. However, we do not believe the year-over-year changes in professional services and other gross margins are meaningful given that our professional services and other revenue represents a small percentage of our revenue.

Sales and Marketing


	Three Months Ended October 31,					Nine Months Ended October 31,
	2023		2022		% Change	2023		2022		% Change

	(dollars in thousands)					(dollars in thousands)
Sales and marketing	$	355,079	$	284,477	25%	$	1,029,925	$	803,034	28%
Percentage of revenue	48%		51%			51%		54%
Headcount (at period end)	2,978		2,625			2,978		2,625

Sales and marketing expenses increased $70.6 million and $226.9 million for the three and nine months ended October 31, 2023, compared to the three and nine months ended October 31, 2022, respectively. The increase was primarily due to an increase of $43.2 million and $168.5 million in personnel-related costs (excluding commission expenses) and allocated overhead costs for the three and nine months ended October 31, 2023, respectively, compared to the same periods in the prior year, as a result of increased headcount and overall costs to support the growth in our business, and increased stock-based compensation primarily related to additional equity awards granted to existing and new employees.

Expenses associated with sales commissions and draws paid to our sales force and certain referral fees paid to third parties, including amortization of deferred commissions, also increased $14.8 million and $31.6 million for the three and nine months ended October 31, 2023, respectively, compared to the same periods in the prior year, primarily due to increases in customers’ consumption of our platform. In addition, advertising costs and other expenses associated with our sales, marketing and business development programs increased $11.3 million and $17.1 million for the three and nine months ended October 31, 2023, respectively, compared to the same periods in the prior year.

The remaining increase in sales and marketing expenses for the nine months ended October 31, 2023 was primarily attributable to a $9.2 million increase in travel-related expenses.

Research and Development


	Three Months Ended October 31,					Nine Months Ended October 31,
	2023		2022		% Change	2023		2022		% Change

	(dollars in thousands)					(dollars in thousands)
Research and development	$	332,065	$	211,387	57%	$	923,473	$	545,933	69%
Percentage of revenue	45%		38%			45%		37%
Headcount (at period end)	1,891		1,235			1,891		1,235

Research and development expenses increased $120.7 million and $377.5 million for the three and nine months ended October 31, 2023, compared to the three and nine months ended October 31, 2022, respectively. The increase was primarily due to an increase of $100.8 million and $326.7 million in personnel-related costs and allocated overhead costs for the three and nine months ended October 31, 2023, respectively, compared to the same periods in the prior year, as a result of increased stock-based compensation, headcount, and overall costs to support the growth in our business. The increase in personnel-related costs included an increase of $57.2 million and $186.1 million in stock-based compensation for the three and nine months ended October 31, 2023, respectively, primarily related to additional equity awards granted to new and existing employees. Third-party cloud infrastructure expenses incurred in developing our platform also increased $12.3 million and $24.1 million for the three and nine months ended October 31, 2023, respectively, compared to the same periods in the prior year.

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The remaining increase in research and development expenses for the nine months ended October 31, 2023 was primarily driven by (i) impairment charges of $7.1 million, recognized during the nine months ended October 31, 2023, related to our capitalized internal-use software development costs previously included in construction in progress that were no longer probable of being completed, and, to a lesser extent, (ii) increased costs associated with software and subscription services dedicated for use by our research and development organization, and (iii) increased amortization of developed technology intangible assets acquired from business combinations.

General and Administrative


	Three Months Ended October 31,					Nine Months Ended October 31,
	2023		2022		% Change	2023		2022		% Change

	(dollars in thousands)					(dollars in thousands)
General and administrative	$	78,704	$	76,462	3%	$	240,906	$	218,314	10%
Percentage of revenue	11%		14%			12%		15%
Headcount (at period end)	989		886			989		886

General and administrative expenses for the three months ended October 31, 2023 remained relatively flat compared to the three months ended October 31, 2022.

General and administrative expenses increased $22.6 million for the nine months ended October 31, 2023, compared to the nine months ended October 31, 2022, primarily due to an increase of $13.3 million in personnel-related costs and allocated overhead costs, as a result of increased headcount and overall costs to support the growth in our business. Costs associated with outside services also increased $6.3 million for the nine months ended October 31, 2023, compared to the same period in the prior year, due to increased legal fees, accounting and other professional service fees related to the normal course of operations. The remaining increase in general and administrative expenses for the nine months ended October 31, 2023 was attributable to increased costs associated with software and subscription services, travel-related expenses and other corporate costs.

Interest Income


	Three Months Ended October 31,					Nine Months Ended October 31,
	2023		2022		% Change	2023		2022		% Change

	(dollars in thousands)					(dollars in thousands)
Interest income	$	53,491	$	21,857	145%	$	146,902	$	38,308	283%

Interest income increased $31.6 million and $108.6 million for the three and nine months ended October 31, 2023, compared to the three and nine months ended October 31, 2022, respectively, primarily due to higher yields on our investments in available-for-sale marketable debt securities as a result of increased interest rates.

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Other Expense, Net


	Three Months Ended October 31,					Nine Months Ended October 31,
	2023		2022		% Change	2023		2022		% Change

	(dollars in thousands)					(dollars in thousands)
Net unrealized gains (losses) on strategic investments in non-marketable equity securities:
Upward adjustments	$	—	$	1,124	NM	$	—	$	1,124	NM
Impairments	(1,000)		(7,482)		(87%)	(3,101)		(34,037)		(91%)
Net unrealized gains (losses) on strategic investments in marketable equity securities	(790)		(6,706)		(88%)	4,206		(12,183)		(135%)
Other	(2,380)		(207)		1,050%	(3,751)		424		(985%)
Other expense, net	$	(4,170)	$	(13,271)	(69%)	$	(2,646)	$	(44,672)	(94%)

NM - Not meaningful.

Other expense, net decreased $9.1 million and $42.0 million for the three and nine months ended October 31, 2023 and 2022, compared to the three and nine months ended October 31, 2022, respectively. The decrease was primarily due to (i) a decrease in impairments recorded on our strategic investments in non-marketable equity securities and (ii) decreased net unrealized losses associated with our strategic investments in marketable equity securities. See Note 5, “Fair Value Measurements,” to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details on our strategic investments. The remainder was primarily attributable to the net effects of exchange rates on our foreign currency-denominated asset and liability balances.

Provision for (Benefit from) Income Taxes


	Three Months Ended October 31,					Nine Months Ended October 31,
	2023		2022		% Change	2023		2022		% Change

	(dollars in thousands)					(dollars in thousands)
Loss before income taxes	$	(211,302)	$	(197,433)	7%	$	(675,012)	$	(608,881)	11%
Provision for (benefit from) income taxes	$	3,392	$	4,009	(15%)	$	(6,934)	$	(18,839)	(63%)
Effective tax rate	(1.6%)		(2.0%)			1.0%		3.1%

Our provision for income taxes was $3.4 million for the three months ended October 31, 2023, compared to $4.0 million for the three months ended October 31, 2022, primarily due to pre-tax income in foreign jurisdictions.

Our benefit from income taxes was $6.9 million for the nine months ended October 31, 2023, compared to $18.8 million for the nine months ended October 31, 2022, primarily due to the partial release of a valuation allowance as a result of the Streamlit business combination completed in March 2022.

We maintain a full valuation allowance on our U.S. and U.K. deferred tax assets, and the significant components of our recorded tax expense are current cash taxes in various jurisdictions. The cash tax expenses are impacted by each jurisdiction’s individual tax rates, laws on the timing of recognition of income and deductions, and availability of net operating losses and tax credits. Our effective tax rate might fluctuate significantly and could be adversely affected to the extent earnings are lower than forecasted in countries that have lower statutory rates and higher than forecasted in countries that have higher statutory rates.

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Liquidity and Capital Resources

As of October 31, 2023, our principal sources of liquidity were cash, cash equivalents, and short-term and long-term investments totaling $4.5 billion. Our cash equivalents and investments primarily consist of corporate notes and bonds, U.S. government and agency securities, money market funds, commercial paper, certificates of deposit, and time deposits.

As of October 31, 2023, our RPO was $3.7 billion. Our RPO represents the amount of contracted future revenue that has not yet been recognized, including (i) deferred revenue and (ii) non-cancelable contracted amounts that will be invoiced and recognized as revenue in future periods, which are not recorded on the balance sheet. 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.

Our primary source of cash is payments received from our customers. Our primary uses of cash include personnel-related expenses, third-party cloud infrastructure expenses, sales and marketing expenses, overhead costs, acquisitions and strategic investments we may make from time to time, and repurchases of our common stock under our authorized stock repurchase program. As of October 31, 2023, our material cash requirements from known contractual obligations and commitments related primarily to (i) third-party cloud infrastructure agreements, (ii) operating leases for office facilities, and (iii) subscription arrangements used to facilitate our operations at the enterprise level. These agreements are enforceable and legally binding and specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the actions under the contracts. In June 2023, we amended one of our third-party cloud infrastructure agreements. Under the amended agreement, we have committed to spend at least $1.0 billion between June 2023 and May 2028 on cloud infrastructure services with no minimum purchase commitment during any year. We are required to pay the difference if we fail to meet the minimum purchase commitment as of May 2028, and such payment can be applied to qualifying spending on cloud infrastructure services for up to twelve months after May 2028. Other than this amended cloud infrastructure agreement, for the nine months ended October 31, 2023, there were no material changes outside of the ordinary course of business in our commitments and contractual obligations disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023, which was filed with the SEC on March 29, 2023. See Note 10, “Commitments and Contingencies,” to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details.

During the nine months ended October 31, 2023, we paid an aggregate of $279.5 million in cash for the Neeva, Mountain, LeapYear and other fiscal 2024 business combinations, net of cash, cash equivalents, and restricted cash acquired.

In March 2023, we entered into a lease agreement related to a new office facility located outside of the United States for a total commitment of $33.8 million based on the exchange rate as of October 31, 2023. The lease commenced during the nine months ended October 31, 2023, with an expiration date in fiscal 2032.

In February 2023, our board of directors authorized a stock repurchase program of up to $2.0 billion of our 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 our 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 us to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at our discretion. During the nine months ended October 31, 2023, we repurchased 4.0 million shares of our outstanding common stock for an aggregate purchase price of $591.7 million, including transaction costs, at a weighted-average price of $147.50 per share. All repurchases were made in open market transactions. As of October 31, 2023, $1.4 billion remained available for future repurchases under the stock repurchase program. See Note 11, “Equity,” to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details.

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We believe that our existing cash, cash equivalents, and short-term and long-term investments, as well as cash flows expected to be generated by our operations, will be sufficient to support our working capital and capital expenditure requirements, acquisitions and strategic investments we may make from time to time, and repurchases of our common stock under our authorized stock repurchase program, for the next 12 months and beyond. Our future capital requirements will depend on many factors, including our revenue growth rate, expenditures related to our headcount growth, the timing and the amount of cash received from customers, the expansion of sales and marketing activities, the timing and extent of spending to support development efforts, the price at which we are able to purchase public cloud capacity, our existing commitments to our third-party cloud providers, expenses associated with our international expansion, the introduction of platform enhancements, the continuing market adoption of our platform, and the volume and timing of our stock repurchases. We may continue to enter into arrangements to acquire or invest in complementary businesses, products, and technologies. We may, as a result of those arrangements or the general expansion of our business, be required to seek additional equity or debt financing. In the event that we require additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued innovation, we may not be able to compete successfully, which would harm our business, results of operations, and financial condition.

The following table shows a summary of our cash flows for the periods presented (in thousands):


	Nine Months Ended October 31,
	2023		2022

Net cash provided by operating activities	$	503,542	$	328,323
Net cash provided by (used in) investing activities	$	309,689	$	(533,101)
Net cash used in financing activities	$	(765,472)	$	(52,540)

Operating Activities

Net cash provided by operating activities mainly consists of our net loss adjusted for certain non-cash items, primarily consisting of (i) stock-based compensation, net of amounts capitalized, (ii) depreciation and amortization of property and equipment and amortization of acquired intangible assets, (iii) amortization of deferred commissions, (iv) net amortization (accretion) of premiums (discounts) on investments, (v) amortization of operating lease right-of-use assets, (vi) net unrealized losses (gains) on strategic investments in equity securities, and (vii) deferred income tax benefit or expense, and changes in operating assets and liabilities during each period.

For the nine months ended October 31, 2023, net cash provided by operating activities was $503.5 million, consisting of our net loss of $668.1 million, adjusted for non-cash charges of $992.1 million, and net cash inflows of $179.5 million provided by changes in our operating assets and liabilities, net of the effects of business combinations. The main drivers of the changes in operating assets and liabilities during the nine months ended October 31, 2023 were (i) a $205.1 million decrease in accounts receivable due to timing of billings and collections as we have historically received a higher volume of customer orders in the fourth fiscal quarter of each year, (ii) a $51.7 million increase in accounts payable due to timing of invoices and payments, (iii) a $51.6 million decrease in prepaid expenses and other assets primarily driven by a decrease in prepaid third-party cloud infrastructure expenses, and (iv) a $33.7 million increase in accrued expenses and other liabilities primarily due to increased headcount and the timing of accruals and payments, partially offset by (a) a $67.4 million decrease in deferred revenue due to revenue recognition outpacing invoicing for prepaid capacity agreements, (b) a $66.5 million increase in deferred commissions earned upon the origination of customer contracts, and (c) a $28.7 million decrease in operating lease liabilities due to payments related to our operating lease obligations.

For the nine months ended October 31, 2022, net cash provided by operating activities was $328.3 million, consisting of our net loss of $590.0 million, adjusted for non-cash charges of $762.6 million, and net cash inflows of $155.8 million provided by changes in our operating assets and liabilities, net of the effects of business combinations.

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Net cash provided by operating activities increased $175.2 million for the nine months ended October 31, 2023, compared to the nine months ended October 31, 2022, primarily due to an increase of $464.0 million in cash collected from customers resulting from increased sales. This was partially offset by increased expenditures due to an increase in headcount and growth in our business. We expect to continue to generate positive net cash flows from operating activities for the fiscal year ending January 31, 2024.

Investing Activities

Net cash provided by investing activities for the nine months ended October 31, 2023 was $309.7 million, primarily driven by proceeds of $667.1 million from net sales, maturities and redemptions of investments, partially offset by an aggregate of $279.5 million in cash paid for the Neeva, Mountain, LeapYear and other business combinations, net of cash, cash equivalents, and restricted cash acquired, and to a lesser extent, purchases of intangible assets, capitalized internal-use software development costs, and purchases of property and equipment to support our office facilities.

Net cash used in investing activities for the nine months ended October 31, 2022 was $533.1 million, primarily driven by an aggregate of $352.6 million in cash paid for the Streamlit and Applica business combinations, net of cash and cash equivalents acquired, $142.8 million in net purchases of investments and, to a lesser extent, purchases of property and equipment to support our office facilities and capitalized internal-use software development costs.

Financing Activities

Net cash used in financing activities for the nine months ended October 31, 2023 was $765.5 million, primarily as a result of $591.7 million in repurchases of our common stock under our authorized stock repurchase program and $273.8 million in taxes paid related to net share settlement of equity awards, partially offset by proceeds of $100.1 million from the issuance of equity securities under our equity incentive plans.

Net cash used in financing activities for the nine months ended October 31, 2022 was $52.5 million, primarily as a result of $135.8 million in taxes paid related to net share settlement of equity awards, partially offset by $72.0 million in proceeds from the issuance of equity securities under our equity incentive plans and, to a lesser extent, capital contributions from noncontrolling interest holders.

Critical Accounting Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our condensed consolidated financial statements, which are prepared in accordance with GAAP. The preparation of these condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. By their nature, these estimates and assumptions are subject to an inherent degree of uncertainty and actual results could differ significantly from the estimates made by management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations, and cash flows will be affected.

There have been no material changes to our critical accounting estimates as compared to those described in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” set forth in our Annual Report on Form 10-K for the fiscal year ended January 31, 2023, which was filed with the SEC on March 29, 2023.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

As of October 31, 2023, we had $4.5 billion of cash, cash equivalents, and short-term and long-term investments in a variety of securities, including corporate notes and bonds, U.S. government and agency securities, money market funds, commercial paper, certificates of deposit, and time deposits. In addition, we had $17.7 million of restricted cash primarily due to outstanding letters of credit established in connection with lease agreements for our facilities. Our cash, cash equivalents, and short-term and long-term investments are held for working capital, capital expenditure, and general corporate purposes, including repurchases of our common stock under our stock repurchase program as well as acquisitions and strategic investments we may make from time to time. We do not enter into investments for trading or speculative purposes. A hypothetical 100 basis point increase or decrease in interest rates would have resulted in a decrease or increase of $19.7 million in the market value of our cash equivalents, and short-term and long-term investments as of October 31, 2023.

As of January 31, 2023, we had $5.1 billion of cash, cash equivalents, and short-term and long-term investments, and a hypothetical 100 basis point increase or decrease in interest rates would have resulted in a decrease of $26.0 million or an increase of $25.9 million, respectively, in the market value.

Foreign Currency Exchange Risk

Our reporting currency is the U.S. dollar. Effective February 1, 2023, the functional currency of our foreign subsidiaries is the U.S. dollar. The majority of our sales are currently denominated in U.S. dollars, although we also have sales in Euros and, to a lesser extent, in British pounds, Australian dollars, and Brazilian reals. Therefore, our revenue is not currently subject to significant foreign currency risk, but that will likely change in the future as we increase sales in these international currencies and enable sales in additional currencies. Our operating expenses are denominated in the currencies of the countries in which our operations are located, which is primarily in the United States and to a lesser extent in Europe, Canada, and the Asia-Pacific region. Monetary assets and liabilities denominated in currencies other than the functional currency are remeasured to the functional currency at period-end exchange rates. Our condensed consolidated results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates.

In order to manage our exposure to certain foreign currency exchange risks, we entered into foreign currency forward contracts to hedge primarily a portion of our net outstanding monetary assets and liabilities positions and certain intercompany balances denominated in currencies other than the U.S. dollar. We also entered into a foreign currency forward contract, which we designate as a cash flow hedge, to manage the volatility of cash flows related to certain capital expenditures. All of our foreign currency forward contracts mature within twelve months. These forward contracts reduced, but did not entirely eliminate, the impact of adverse currency exchange rate movements. We did not enter into these forward contracts for trading or speculative purposes.

We do not believe a 10% increase or decrease in the relative value of the U.S. dollar would have had a material impact on our operating results for each of the three and nine months ended October 31, 2023 and 2022, respectively. However, a strengthening of the U.S. dollar makes our platform more expensive for international customers, which may slow down consumption.

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Other Market Risk

Our strategic investments consist primarily of (i) non-marketable equity securities recorded at cost minus impairment, if any, and adjusted for observable transactions for the same or similar investments of the same issuer (referred to as the Measurement Alternative), and (ii) marketable equity securities. These strategic investments are subject to a wide variety of market-related risks, including volatility in the public and private markets, that could substantially reduce or increase the carrying value of our investments and, as a result, our financial results may fluctuate. Strategic investments are subject to periodic impairment analyses, which involves an assessment of both qualitative and quantitative factors, including the investee’s financial metrics, market acceptance of the investee’s product or technology, and the rate at which the investee is using its cash.

The following table presents our strategic investments by type (in thousands):


	October 31, 2023		January 31, 2023

Equity securities:
Non-marketable equity securities under Measurement Alternative	$	192,038	$	174,248
Non-marketable equity securities under equity method	5,206		5,066
Marketable equity securities	26,329		22,122
Debt securities:
Non-marketable debt securities	1,500		1,500
Total strategic investments—included in other assets	$	225,073	$	202,936

See Note 5, “Fair Value Measurements,” to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further details.

We plan to continue these types of strategic investments as part of our corporate development program. We anticipate additional volatility to our condensed consolidated statements of operations as a result of changes in market prices, changes resulting from observable transactions for the same or similar investments of the same issuer, and impairments to our strategic investments.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15(d)-15(e) under the Exchange Act) as of October 31, 2023. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of October 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended October 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we have been and will continue to be subject to legal proceedings and claims. We are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material adverse effect on our business, results of operations, financial condition, or cash flows. We have received, and may in the future continue to receive, claims from third parties asserting, among other things, infringement of their intellectual property rights. Future litigation may be necessary to defend ourselves, our partners, and our customers by determining the scope, enforceability, and validity of third-party proprietary rights, or to establish our proprietary rights. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors. See Note 10, “Commitments and Contingencies,” to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional details.

ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties, including those described below. You should consider and read carefully all of the risks and uncertainties described below, together with all of the other information contained in this Quarterly Report on Form 10-Q, including the sections titled “Special Note about Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited condensed consolidated financial statements and related notes, before making an investment decision. The risks described below are not the only ones we face. The occurrence of any of the following risks or additional risks and uncertainties not presently known to us or that we currently believe to be immaterial could materially and adversely affect our business, financial condition, results of operations or growth prospects. In such case, the trading price of our common stock could decline. You should not interpret our disclosure of any of the following risks to imply that such risks have not already materialized.

Risks Related to Our Business and Operations

We have experienced rapid revenue growth and have a limited operating history, both of which make it difficult to forecast our future results of operations.

Our revenue was $734.2 million and $557.0 million for the three months ended October 31, 2023 and 2022, respectively, and $2.0 billion and $1.5 billion for the nine months ended October 31, 2023 and 2022, respectively. As a result of our historical rapid growth, limited operating history, and unstable macroeconomic conditions, our ability to accurately forecast our future results of operations, including revenue, remaining performance obligations (RPO), and the percentage of RPO we expect to recognize as revenue in future periods, is limited and subject to a number of uncertainties, including our ability to plan for and model future growth and platform consumption. Our historical revenue growth should not be considered indicative of our future performance.

Further, our revenue growth could slow or our revenue could decline for a number of reasons, including increased competition, changes to technology, such as changes in software or underlying cloud infrastructure or the increasing prominence of new technology like artificial intelligence, and reduced demand for our platform. For example, customers may continue to optimize consumption, rationalize budgets, and prioritize cash flow management, including by reducing storage through shorter data retention policies and shortening committed contract durations. As a result of the foregoing and our rapid revenue growth in prior periods, our revenue growth rate has slowed in recent periods. Any further declines in our revenue growth rate could adversely affect investors’ perceptions of our business, and negatively impact the trading price of our common stock. We have also encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described below. If our assumptions regarding these risks and uncertainties and our future revenue growth are incorrect or change, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer.

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We may not have visibility into our future financial position and results of operations.

Customers generally consume our platform by using compute, storage, and data transfer resources. Unlike a subscription-based business model, in which revenue is recognized ratably over the term of the subscription, we generally recognize revenue on consumption. Because our customers have flexibility in the timing of their consumption, we do not have the visibility into the timing of revenue recognition that a typical subscription-based software company has. There is a risk that customers will consume our platform at lower levels than we expect, including in response to adverse macroeconomic conditions or holidays. For example, during April 2023 and part of May 2023, consumption of our platform increased at a slower pace than expected. Unexpected fluctuations in customer consumption may cause actual results to differ from our forecasts. As a result, our results of operations in a given period should not be relied upon as indicative of future performance.

We have a history of operating losses and may not achieve or sustain profitability in the future.

We have experienced net losses in each period since inception. We generated net losses of $214.7 million and $201.4 million for the three months ended October 31, 2023 and 2022, respectively, and $668.1 million and $590.0 million for the nine months ended October 31, 2023 and 2022, respectively. As of October 31, 2023 and January 31, 2023, we had an accumulated deficit of $3.9 billion and $2.7 billion, respectively. We expect our costs and expenses to increase in future periods. In particular, we intend to continue to invest significant resources to further develop our platform, expand our research and development teams, retain our employees, and acquire other businesses, including in the areas of data science, artificial intelligence and machine learning. In addition, our platform currently operates on public cloud infrastructure provided by Amazon Web Services (AWS), Microsoft Azure (Azure), and Google Cloud Platform (GCP), and our costs and gross margins are significantly influenced by the prices we are able to negotiate with these public cloud providers, which in certain cases are also our competitors. If we fail to meet any minimum commitments under these third-party cloud infrastructure agreements, we may be required to pay the difference, and our results of operations could be negatively impacted. We will also incur increased general and administrative expenses associated with our growth, including costs related to internal systems, operating as a public company, and targeting regulated industries or markets. Our efforts to grow our business may be costlier than we expect, or our revenue growth rate may be slower than we expect, and we may not be able to increase our revenue enough to offset the increase in operating expenses resulting from these investments. If we are unable to achieve and sustain profitability, or if we are unable to achieve the revenue growth that we expect from these investments, the value of our business and common stock may significantly decrease.

The markets in which we operate are highly competitive, and if we do not compete effectively, our business, financial condition, and results of operations could be harmed.

The markets in which we operate are rapidly evolving and highly competitive. As these markets continue to mature and new technologies and competitors enter such markets, we expect competition to intensify. Our current competitors include:

•large, well-established, public cloud providers that generally compete in all of our markets, including AWS, Azure, and GCP;

•less-established public and private cloud companies with products that compete in some of our markets;

•other established vendors of legacy database solutions or big data offerings; and

•new or emerging entrants seeking to develop competing technologies.

We compete based on various factors, including price, performance, breadth of use cases, multi-cloud availability, brand recognition and reputation, customer support, and differentiated capabilities, including ease of implementation and data migration, ease of administration and use, scalability and reliability, data governance, security and compatibility with existing standards, programming languages, and third-party products. Many of our competitors have substantially greater brand recognition, customer relationships, and financial, technical, and other resources than we do, and may be able to respond more effectively than us to new or changing opportunities, technologies, standards, customer requirements, and buying practices.

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We currently only offer our platform on the public clouds provided by AWS, Azure, and GCP, which are also some of our primary competitors. Currently, a substantial majority of our business is run on the AWS public cloud. There is risk that one or more of these public cloud providers could use its respective control of its public clouds to embed innovations or privileged interoperating capabilities in competing products, bundle competing products, provide us unfavorable pricing, leverage its public cloud customer relationships to exclude us from opportunities, and treat us and our customers differently with respect to terms and conditions or regulatory requirements than it would treat its similarly situated customers. Further, they have the resources to acquire, invest in, or partner with existing and emerging providers of competing technology and thereby accelerate adoption of those competing technologies. All of the foregoing could make it difficult or impossible for us to provide products and services that compete favorably with those of the public cloud providers.

For all of these reasons, competition may negatively impact our ability to maintain and grow consumption of our platform or put downward pressure on our prices and gross margins, any of which could materially harm our reputation, business, results of operations, and financial condition.

If we fail to innovate in response to changing customer needs, new technologies, or other market requirements, our business, financial condition, and results of operations could be harmed.

We compete in markets that evolve rapidly. We believe that the pace of innovation will continue to accelerate as customers increasingly base their purchases of cloud data platforms on a broad range of factors, including performance and scale, markets addressed, types of data processed, ease of data ingestion, user experience and programming languages, use of artificial intelligence, and data governance and regulatory compliance. We introduced data warehousing on our platform in 2014 as our core use case, and our customers subsequently began using our platform for additional workloads, including data lake, data engineering, data science, application development, cybersecurity, unified online transaction and analytical processing, and collaboration. Our future success depends on our ability to continue to innovate rapidly and effectively and increase customer adoption of our platform and the Data Cloud, including Snowflake Marketplace and Snowpark.

Further, the value of our platform to customers is increased to the extent they are able to use it to process and access all types of data. We need to continue to invest in technologies, services, and partnerships that increase the types of data available and processed on our platform and the ease with which customers can ingest data into our platform. We must also continue to enhance our data sharing and marketplace capabilities so customers can share their data with internal business units, customers, and other third parties, acquire additional third-party data and data products to combine with their own data in order to gain additional business insights, and develop and monetize applications on our platform. As we develop, acquire, and introduce new services and technologies, including those that may incorporate artificial intelligence and machine learning, we may be subject to new or heightened legal, ethical, and other challenges. In addition, our platform requires third-party public cloud infrastructure to operate. Currently, we use public cloud offerings provided by AWS, Azure, and GCP. We will need to continue to innovate to optimize our offerings for these and other public clouds that our customers require, particularly as we expand internationally. Further, the markets in which we compete are subject to evolving industry standards and regulations, resulting in increasing data governance and compliance requirements for us and our customers and partners. To the extent we expand further into the public sector and highly regulated countries and industries, our platform and operations may need to address additional requirements specific to those markets, including data sovereignty requirements.

If we are unable to enhance our platform or operations to keep pace with these rapidly evolving customer requirements, or if new technologies emerge that are able to deliver competitive products at lower prices, more efficiently, more conveniently, or more securely than our platform, our business, financial condition, and results of operations could be adversely affected.

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If we are not successful in executing our investments in artificial intelligence and machine learning technology, including generative AI Technology, our business, financial condition, and results of operations could be harmed.

We are investing significantly in artificial intelligence and machine learning technology, or AI Technology. Our investments include internally developing AI Technology, acquiring companies with complementary AI Technology, and partnering with companies to bring AI Technology to our platform. Our competitors are pursuing similar opportunities. These competitors may, as a result of greater resources, branding, or otherwise, adopt and implement AI Technology faster or more successfully than we do, which could impair our ability to compete effectively and adversely affect our business, financial condition and results of operations. It is also possible that our investments in AI Technology do not result in the benefits we anticipate, or enable us to maintain our competitive advantage. For example, we may not accurately anticipate market demand or offer AI Technology that amplifies our core data platform.

If we or our third-party service providers experience an actual or perceived security breach or unauthorized parties otherwise obtain access to our customers’ data, our data, or our platform, our platform may be perceived as not being secure, our reputation may be harmed, demand for our platform may be reduced, and we may incur significant liabilities.

Our platform processes, stores, and transmits our own sensitive data as well as customers’ and partners’ proprietary, confidential, and sensitive data, such as personal information, protected health information, and financial data. Our platform is built on the infrastructure of third-party public cloud providers, such as AWS, Azure, and GCP. We also use third-party service providers and sub-processors to help us deliver services to our customers and their end-users, as well as for our internal business operations. These vendors may process, store, or transmit data of our employees, partners, customers, and customers’ end-users. Even though we may not control the security measures of these vendors, we may be responsible for any breach of such measures.

Threats to information systems and data come from a variety of sources, including traditional computer “hackers,” internal and external personnel (such as through theft or misuse), sophisticated nation-states, and nation-state-supported actors. We and the third parties on which we rely are subject to a variety of evolving cyber threats, including unauthorized intrusions, denial-of-service attacks, ransomware attacks, business email compromises, computer malware, social engineering attacks (including through deep fakes and phishing), internal and external personnel misconduct or error, supply-chain attacks, software vulnerabilities, software or hardware disruptions or failures, all of which are prevalent in our industry and our customers’ and partners’ industries. Furthermore, future business expansions, acquisitions or partnerships could expose us to additional cybersecurity risks and vulnerabilities. The techniques used to sabotage or obtain unauthorized access to our and our third-party providers’ platforms, systems, networks, or physical facilities in which data is stored or processed, or through which data is transmitted change frequently, and are becoming increasingly difficult to detect. In addition, ransomware attacks are becoming more frequent and severe, and we may be unwilling or unable to make ransom payments due to, for example, applicable laws or regulations prohibiting such payments. In general, cybersecurity breaches or efforts to mitigate security vulnerabilities could lead to significant interruptions in our operations, loss of data and income, reputational harm, diversion of funds, unexpected service interruptions, increased insurance costs, and other harm to our business, reputation, and competitive position.

We are a target of threat actors seeking unauthorized access to our or our customers’ or partners’ systems or data or to disrupt our operations or ability to provide our services. Threat actors may also exploit vulnerabilities in, or obtain unauthorized access to, platforms, systems, networks, or physical facilities utilized by our third-party service providers. Any security breach of our platform, our operational systems, our software (including open source software), our physical facilities, or the systems of our third-party service providers or sub-processors, or the perception that one has occurred, could result in litigation, indemnity obligations, regulatory enforcement actions, investigations, fines, penalties, mitigation and remediation costs, disputes, reputational harm, diversion of management’s attention, and other liabilities and damage to our business.

We have contractual and other legal obligations to notify relevant stakeholders of security breaches. For example, new SEC rules require disclosure on Form 8-K of the nature, scope and timing of any material cybersecurity incident and the reasonably likely impact of such incident. Determining whether a cybersecurity incident is notifiable or reportable may not be straightforward and any such mandatory disclosures are costly and could lead to negative publicity, loss of customer or partner confidence in the effectiveness of our security measures, diversion of management’s attention, governmental investigations, and the expenditure of significant capital and other resources to respond to or alleviate problems caused by the actual or perceived security breach.

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A security incident may also cause us to breach, or lead to claims that we have breached, customer contracts or legal obligations. As a result, we could be subject to legal action (including the imposition of fines or penalties) and our customers could end their relationships with us. Furthermore, there can be no assurance that any limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities, damages, or claims related to our data privacy and security obligations.

Litigation resulting from security breaches may adversely affect our business. Unauthorized access to our platform, systems, networks, or physical facilities could result in litigation with our customers, our customers’ end-users, or other relevant stakeholders. These proceedings could force us to spend money in defense or settlement, divert management’s time and attention, increase our costs of doing business, or adversely affect our reputation. We could be required to fundamentally change our business activities and practices or modify our platform capabilities in response to such litigation, which could have an adverse effect on our business.

Our insurance coverage may not be adequate for data security, indemnification obligations, or other liabilities. The successful assertion of one or more large claims against us that exceeds our available insurance coverage or results in changes to our insurance policies (including premium increases or the imposition of large deductible or co-insurance requirements) could have an adverse effect on our business. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim. Risks related to our systems and security breaches are likely to increase as we continue to expand our platform and geographic footprint, grow our customer and partner base, and process, store, and transmit increasingly large amounts of data.

In addition, some of our employees work remotely, including while traveling for business, which increases our cyber security risk, creates data accessibility concerns, and makes us more susceptible to security breaches or business disruptions. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations, or prospects.

We could suffer disruptions, outages, defects, and other performance and quality problems with our platform or with the public cloud and internet infrastructure on which it relies.

Our business depends on our platform being available without disruption. We have experienced, and may in the future experience, disruptions, outages, defects, and other performance and quality problems with our platform and with the public cloud and internet infrastructure on which our platform relies. These problems can be caused by a variety of factors, including introductions of new functionality, vulnerabilities, and defects in proprietary and open source software, human error or misconduct, natural disasters (such as tornadoes, earthquakes, or fires), capacity constraints, design limitations, denial of service attacks, or other security-related incidents.

Further, if our contractual and other business relationships with our public cloud providers are terminated, suspended, or suffer a material change to which we are unable to adapt, such as the elimination of services or features on which we depend, we could be unable to provide our platform and could experience significant delays and incur additional expense in transitioning customers to a different public cloud provider.

Any disruptions, outages, defects, and other performance and quality problems with our platform or with the public cloud and internet infrastructure on which it relies, or any material change in our contractual and other business relationships with our public cloud providers, could result in reduced use of our platform, increased expenses, including service credit obligations, and harm to our brand and reputation, any of which could have a material adverse effect on our business, financial condition, and results of operations.

We expect fluctuations in our financial results, making it difficult to project future results, and if we fail to meet the expectations of securities analysts or investors with respect to our results of operations, our stock price could decline.

Our results of operations have fluctuated in the past and are expected to fluctuate in the future due to a variety of factors, many of which are outside of our control. As a result, our past results may not be indicative of our future performance. In addition to the other risks described herein, factors that may affect our results of operations include the following:

•fluctuations in demand for our platform or changes in our pricing model;

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•fluctuations in usage of our platform, including as a result of customer optimization efforts that result in reduced consumption to execute workloads;

•our ability to attract new customers;

•our ability to retain existing customers and drive their increased consumption of our platform;

•customer expansion rates;

•timing, amount, and cost of our investments to expand the capacity of our public cloud providers;

•seasonality, including the impact of holidays;

•investments in new features, functionality, and programming languages, including investments in AI Technology and in making our platform available to store and process highly regulated data or comply with new or existing data sovereignty requirements;

•fluctuations in consumption resulting from the introduction of new features, technologies, or capabilities to our software, systems, or to underlying cloud infrastructure, including features or capabilities that may increase or decrease the consumption required to execute existing or future workloads, like better storage compression and cloud infrastructure processor improvements;

•our ability to execute on our business strategy, including our strategies related to the Data Cloud and the Snowflake Marketplace;

•the timing and frequency of purchases;

•the speed with which customers are able to migrate data onto our platform;

•fluctuations or delays in purchasing decisions in anticipation of new products or enhancements by us or our competitors;

•changes in customers’ budgets and cash flow management strategies and in the timing of their budget cycles and purchasing decisions;

•our ability to control costs, including our operating expenses;

•the amount and timing of operating expenses, particularly research and development and sales and marketing expenses, including commissions;

•the amount and timing of non-cash expenses, including stock-based compensation, goodwill impairments, and other non-cash charges;

•the amount and timing of costs associated with recruiting, training, and integrating new employees and retaining and motivating existing employees;

•the effects and timing of acquisitions and their integration;

•general political, social, market, and economic conditions, uncertainty, or volatility, both domestically and internationally, as well as political, social, and economic conditions specifically affecting industries in which our customers and partners participate or on which they rely;

•health epidemics or pandemics, such as the COVID-19 pandemic;

•the impact, or timing of our adoption, of new accounting pronouncements;

•changes in regulatory or legal environments, including the interpretation or enforcement of regulatory or legal requirements, that may cause us to incur, among other things, expenses associated with compliance;

•the overall tax rate for our business, which may be affected by the mix of income we earn in the United States and in jurisdictions with different tax rates, the effects of stock-based compensation, and the effects of changes in our business;

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•the impact of changes in tax laws or judicial or regulatory interpretations of tax laws, which are recorded in the period in which such laws are enacted or interpretations are issued and may significantly affect the effective tax rate of that period;

•rising inflation and our ability to control costs, including our operating expenses;

•fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated or measured in foreign currencies;

•fluctuations or impairments in, or the full loss of, the market values of our strategic investments or of our portfolio, including changes to the value or accessibility of our cash and cash equivalents as a result of economic conditions or bank failures;

•fluctuations in interest rates;

•changes in the competitive dynamics of our market, including consolidation among competitors or customers; and

•significant security breaches of, technical difficulties with, or interruptions to, the delivery and use of our platform.

Any of these and other factors, or the cumulative effect of some of these factors, may cause our results of operations to vary significantly or be adversely affected. If our results of operations fall below the expectations of investors and securities analysts who follow our stock, the price of our common stock could decline substantially, and we could face costly lawsuits, including securities class actions.

Failure to effectively develop and expand our sales and marketing capabilities could harm our ability to increase our customer base and achieve broader market acceptance of our products and platform.

We must increase the productivity of our sales and marketing organization to increase our sales to new and existing customers. It requires significant time and resources to effectively onboard new sales and marketing personnel. We also plan to continue to dedicate significant resources to sales and marketing programs that are industry-specific and focused on large organizations. Once a new customer begins using our platform, our sales team needs to focus on expanding consumption with that customer. All of these efforts will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date. Our business and results of operations will be harmed if our sales and marketing efforts generate increases in revenue that are smaller than anticipated. We may not achieve anticipated revenue growth from our sales force if we are unable to hire, develop, integrate, and retain talented and effective sales personnel, if our new and existing sales personnel are unable to achieve desired productivity levels in a reasonable period of time, or if our sales and marketing programs are not effective.

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Sales efforts to large customers involve risks that may not be present or that are present to a lesser extent with respect to sales to smaller organizations.

Sales to large customers involve risks that may not be present or that are present to a lesser extent with sales to smaller organizations, such as longer sales cycles, stronger customer leverage in negotiating pricing and other terms, more complex customer requirements, including our ability to partner with third parties that advise such customers or help them integrate their IT solutions, substantial upfront sales costs, less predictability in completing some of our sales, and higher customer support expectations. For example, large customers may require considerable time to evaluate and test our platform or new features prior to making a purchase decision. In addition, large customers may be switching from legacy on-premises solutions when purchasing our products, and may rely on third parties with whom we do not have relationships when making purchasing decisions. A number of factors also influence the length and variability of our sales cycle, including the need to educate potential customers about the uses and benefits of our platform, the renegotiation of existing agreements to cover additional workloads, changing laws, the discretionary nature of purchasing and budget cycles, and the competitive nature of evaluation and purchasing approval processes. As a result, the length of our sales cycle, from identification of the opportunity to deal closure, may vary significantly from customer to customer, with sales to large enterprises typically taking longer to complete. We have also historically seen consumption growth from large enterprises take longer than when compared to smaller enterprises. Moreover, large customers often begin to deploy our products on a limited basis but nevertheless demand implementation services and negotiate pricing discounts, which increase our upfront investment in the sales effort with no guarantee that sales to these customers will justify our substantial upfront investment. If we fail to effectively manage these risks associated with sales cycles and sales to large customers, our business, financial condition, and results of operations may be affected.

Unfavorable conditions in our industry or the global economy, or reductions in cloud spending, could limit our ability to grow our business and negatively affect our results of operations.

Our results of operations may vary based on the impact of changes in our industry or the global economy on us or our customers and potential customers. Negative conditions or volatility in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, financial and credit market fluctuations, bank failures, international trade relations, inflation, and interest rate fluctuations, or the existence of pandemics (such as the COVID-19 pandemic), political turmoil, natural catastrophes, warfare, or terrorist attacks on the United States, Europe, the Asia-Pacific region, Japan, or elsewhere, could cause a decrease in business investments, including spending on cloud technologies, and negatively affect the growth of our business. For example, the ongoing Hamas-Israel and the Russia-Ukraine conflicts have created volatility in the global capital markets and could have further global economic consequences, including disruptions of the global supply chain. In addition, unfavorable conditions in the general economy may negatively impact our customers’ budgets or cash flow, which could impact the contract terms, including payment terms, our customers demand from us. Competitors, many of whom are larger and have greater financial resources than we do, may respond to challenging market conditions by lowering prices in an attempt to attract our customers. We cannot predict the timing, strength, or duration of any economic slowdown, instability, or recovery, generally or within any particular industry.

Our growth depends on the development, expansion, and success of our partner relationships.

As part of our vision for the Data Cloud, we will need to grow and maintain a network of data providers, data consumers, and data application developers. The relationships we have with these partners, and that our partners have with our customers, provide our customers with enhanced value from our platform and the Data Cloud, including the Snowflake Marketplace. Our future growth will be increasingly dependent on the success of these relationships, and if we are unsuccessful in growing and maintaining these relationships or the types and quality of data and data applications supported by or available for consumption on our platform, our business, financial condition, and results of operations could be adversely affected.

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Additionally, a small but increasing portion of our revenue is generated as a result of our relationships with global system integrators, managed service providers, and resellers. Increasingly, we and our customers rely on these partners to provide professional services, including customer implementations and migrations from legacy solutions, and there may not be enough qualified partners available, or we may not be able to develop or maintain relationships with enough partners, to meet customer demand. While we provide our partners with training and other enablement programs, these programs may not be effective or utilized consistently, and our return on these investments may be lower than expected. In addition, new partners may require extensive training or significant time and resources to achieve productivity. If we fail to effectively manage and grow our network of these partners, or properly monitor the quality and efficacy of their interactions with our customers, our ability to attract and retain new customers and expand customer consumption of our platform may be impacted, and our operating results and growth rate may be harmed.

If we are unable to successfully manage the growth of our professional services business and improve our profit margin from these services, our operating results will be harmed.

Our professional services business, which performs implementation services for our customers, has grown larger and more complex as our product revenue has increased. We believe our future success depends in part on investment in professional services to facilitate customer code conversion and migration from legacy solutions and adoption of our platform, especially with large enterprises. As a result, our sales efforts have and will continue to be focused on helping our customers more quickly realize the value of our platform and the Data Cloud rather than on the profitability of our professional services business. We price our professional services based on the anticipated cost of those services and, as a result, we expect to improve the gross profit percentage of our professional services business over time. If we are unable to manage the growth of our professional services business and improve our profit margin from these services, our operating results, including our profit margins, will be harmed.

If we lose key members of our management team or are unable to attract and retain the executives and employees we need to support our operations and growth, our business and future growth prospects may be harmed.

Our success depends in part on the continued services of Frank Slootman, our Chairman and Chief Executive Officer, Michael P. Scarpelli, our Chief Financial Officer, and our other executive officers, as well as our other key employees in the areas of research and development and sales and marketing.

From time to time, there may be changes in our executive management team or other key employees resulting from the hiring or departure of these personnel. Our executive officers and other key employees are employed on an at-will basis, which means that these personnel could terminate their employment with us at any time. The loss of one or more of our executive officers, or the failure by our executive team to effectively work with our employees and lead our company could harm our business.

In addition, to execute our growth plan, we must attract and retain highly qualified personnel. Competition for these personnel is intense, especially for engineers experienced in designing and developing cloud-based data platform products, including products with artificial intelligence capabilities; experienced sales professionals; and expert customer support personnel. We also are dependent on the continued service of our existing software engineers because of the sophistication of our platform.

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In order to continue to hire and retain highly qualified personnel, we will need to continue to hire in new locations around the world and manage return to work and remote working policies, which may add to the complexity and costs of our business operations. From time to time, we have experienced, and we expect to continue to experience, difficulty in hiring and retaining employees with appropriate qualifications. Many of the companies with which we compete for experienced personnel have greater resources than we have, and the acceptance by these companies of remote or hybrid work environments may increase the competition for talent. In addition, prospective and existing employees often consider the value of the equity awards they receive in connection with their employment. If the actual or perceived value of our equity awards declines or continues to experience significant volatility, or if our existing employees receive significant proceeds from liquidating their previously vested equity awards, it may adversely affect our ability to recruit and retain key employees. Furthermore, current and prospective employees may believe that their equity award offers have limited upside, and our competitors may be able to offer more appealing compensation packages. In order to retain our existing employees and manage potential attrition, including as a result of recent stock price decreases and continued market volatility that impact the actual or perceived value of our equity awards, we may issue additional equity awards or provide our employees with increased cash compensation, which could negatively impact our results of operations and be dilutive to stockholders. Finally, if we hire employees from competitors or other companies, their former employers may attempt to assert that we or these employees have breached our or their legal obligations, resulting in a diversion of our time and resources.

We also believe our culture has been a key contributor to our success to date and that the critical nature of the platform that we provide promotes a sense of greater purpose and fulfillment in our employees. As our workforce becomes larger and more distributed around the world, we may not be able to maintain important aspects of our culture. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects would be harmed.

If the availability of our platform does not meet our service-level commitments to our customers, our current and future revenue may be negatively impacted.

We typically commit to our customers that our platform will maintain a minimum service-level of availability. If we are unable to meet these commitments, we may be obligated to provide customers with additional capacity, which could significantly affect our revenue. We rely on public cloud providers, such as AWS, Azure, and GCP, and any availability interruption in the public cloud could result in us not meeting our service-level commitments to our customers. In some cases, we may not have a contractual right with our public cloud providers that compensates us for any losses due to availability interruptions in the public cloud. Further, any failure to meet our service-level commitments could damage our reputation and adoption of our platform, and we could face loss of revenue from reduced future consumption of our platform. Any service-level failures could adversely affect our business, financial condition, and results of operations.

We assume liability for data breaches, intellectual property infringement, and other claims, which exposes us to substantial potential liability.

In our customer contracts, we assume liability for security breaches and data protection claims caused by us and by certain third parties on which we rely. Our contracts with customers, investors, and other third parties may also include indemnification provisions under which we agree to defend and indemnify them against claims and losses arising from alleged infringement, misappropriation, or other violation of intellectual property rights and for other matters. Although we attempt to limit our liability and indemnity obligations and negotiate corresponding liability and indemnification rights with vendors that would require them to contribute to our indemnity obligations, we may not be successful in doing so, and an event triggering our liability or indemnity obligations could give rise to multiple claims involving multiple customers or other third parties. There is no assurance that our applicable insurance coverage, if any, would cover, in whole or in part, any such liability or indemnity obligations. We may be liable for up to the full amount of the contractual claims, which could result in substantial liability or material disruption to our business or could negatively impact our relationships with customers or other third parties, reduce demand for our platform, and adversely affect our business, financial condition, and results of operations.

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Acquisitions, strategic investments, partnerships, or alliances could be difficult to identify, pose integration challenges, divert the attention of management, disrupt our business, dilute stockholder value, and adversely affect our business, financial condition, and results of operations.

We have in the past and may in the future seek to acquire or invest in businesses, joint ventures, and platform technologies that we believe could complement or expand our platform, enhance our technology, or otherwise offer growth opportunities. Further, we may enter into large and complex acquisitions and investments. For example, in February 2023 we acquired Mountain, a privately-held company which provides a premier suite of tools for efficiently migrating databases to the Data Cloud, and LeapYear, a privately-held company which provides a differential privacy platform, primarily for each of Mountain’s and LeapYear’s talent and developed technology. In May 2023, we acquired Neeva, a privately-held internet search company that leverages generative artificial intelligence and other innovations to improve search results. Any such acquisitions or investments may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable opportunities, whether or not the transactions are completed, and may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties or unexpected costs assimilating or integrating the businesses, technologies, products, personnel, or operations of any acquired companies, particularly if the key personnel of an acquired company choose not to work for us, their software is not easily adapted to work with our platform, or we have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise. Any such transactions that we are able to complete may not result in the synergies or other benefits we expect to achieve, which could result in substantial impairment charges. These transactions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our results of operations.

As part of our corporate development program, we invest in companies to support our key business initiatives. These companies range from early, growth stage companies still defining their strategic direction to mature companies with established revenue streams. Our strategic investments are subject to risk of inability to achieve the desired strategic synergies and partial or total loss of investment capital. Furthermore, our competitors may invest in these companies alongside us, and may obtain information about our corporate development program or other business plans. The financial success of our investment is typically dependent on an exit in favorable market conditions. To the extent any of the companies in which we invest are not successful, which can include failure to achieve strategic business objectives as well as failure to achieve a favorable exit, we could recognize an impairment or loss on all or part of our investment. In addition, in certain cases we may be required to consolidate one or more of our strategic investee’s financial results into ours. Fluctuations in any such investee’s financial results, due to general market conditions, bank failures, or otherwise, could negatively affect our condensed consolidated financial condition, results of operations, cash flows, or the price of our common stock. If one or more of such investees fails to timely provide us with information necessary for the preparation of our condensed consolidated financial statements and disclosures, we may be unable to report our financial results in a timely manner, which would negatively affect our business and the price of our common stock.

Seasonality may cause fluctuations in our remaining performance obligations or in customer consumption.

Historically, we have received a higher volume of orders from new and existing customers in the fourth fiscal quarter of each year. As a result, we have historically seen higher non-GAAP free cash flow in the first and fourth fiscal quarters of each year, and our sequential growth in remaining performance obligations has historically been highest in the fourth fiscal quarter of each year. We expect this seasonality to become more pronounced as we continue to target large enterprise customers based on their procurement, budgeting, and deployment cycles. In addition, while consumption is typically lower during holidays, the magnitude of any decrease is difficult to predict. For more information about non-GAAP free cash flow, including a definition of non-GAAP free cash flow and a reconciliation of free cash flow to the most directly comparable financial measure calculated in accordance with GAAP, see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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We do business with federal, state, local, and foreign governments and agencies, and heavily regulated organizations; as a result, we face risks related to the procurement process, budget, delays, and product decisions driven by statutory and regulatory determinations, termination of contracts, and compliance with government contracting requirements.

We provide our platform to the U.S. government, state and local governments, foreign governments, and heavily regulated organizations directly and through our partners. We have made, and may continue to make, significant investments to support future sales opportunities in the government sector, including obtaining government certifications. However, government certification requirements may change, we may be unable to achieve or sustain one or more required government certifications, or we may be required to make unexpected changes to our business or products to obtain or sustain such certifications. As a result, our ability to sell into the government sector could be restricted until we satisfy the requirements of such certifications.

A substantial majority of our sales to government entities have been made indirectly through our distribution and reseller partners. Doing business with government entities, whether directly or indirectly, presents a variety of risks. Many government entities need significant education regarding our business model, as well as the uses and benefits of our platform. The procurement process for governments and their agencies is highly competitive and time-consuming, and government decisions about their procurement needs may, in certain circumstances, be subject to political influence. To pursue these opportunities, we incur significant up-front time and expense, which subjects us to additional compliance risks and costs, without any assurance that we (or a third-party distributor or reseller) will win a contract. Beyond this, demand for our platform may be adversely impacted by public sector budgetary cycles, and funding availability that in any given fiscal cycle may be reduced or delayed, including in connection with an extended federal government shutdown. Further, if we or our partners are successful in receiving a competitive contract award, that award could be challenged by one or more competitive bidders in a legal action known as a “bid protest.” Bid protests may result in an increase in expenses related to obtaining or preserving contract awards or an unfavorable modification or loss of an award. In the event a bid protest is unsuccessful, the resulting delay in the startup and funding of the work under these contracts may cause our actual results to differ materially and adversely from those anticipated. As a result of these lengthy and uncertain sales cycles, it is difficult for us to predict the timing of entering into customer agreements with government entities or with our distribution and reseller partners in the government market.

In addition, public sector customers may have contractual, statutory, or regulatory rights to terminate current contracts with us or our third-party distributors or resellers for convenience or default. If a contract is terminated for convenience, we may only be able to collect fees for platform consumption prior to termination and settlement expenses. If a contract is terminated due to a default, we may be liable for excess costs incurred by the customer for procuring alternative products or services or be precluded from doing further business with government entities. Further, entities providing products or services to governments, whether directly or indirectly, are required to comply with a variety of complex laws, regulations, and contractual provisions relating to the formation, administration, and performance of government contracts. Such laws, regulations, and contractual provisions impose compliance obligations that are more burdensome than those typically encountered in commercial contracts, and they often give customers in the government market substantial rights and remedies, many of which are not typically found in commercial contracts. These rights and remedies may relate to intellectual property, price protection, the accuracy of information provided to the government, and termination rights. In addition, governments may use procurement requirements as an alternative to lawmaking, and impose stricter requirements than would apply to the commercial sector in areas that are not directly related to the purchase. These rules and requirements may apply to us or third-party resellers or distributors whose practices we may not control. Such parties’ non-compliance could result in repercussions for us with respect to contractual and customer satisfaction issues.

In addition, federal, state, and local governments routinely investigate and audit contractors for compliance with applicable laws, regulations, and contractual provisions. If, as a result of an audit or investigation, it is determined that we have failed to comply with applicable requirements, we may be subject to civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits or payments we have received, costs associated with the triggering of price reduction clauses, fines, and suspensions or debarment from future government business, and we may suffer reputational harm.

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Further, we are increasingly investing in doing business with customers and partners in heavily regulated industries, such as the financial services and health care industries. Existing and prospective customers, such as those in these industries, may be required to comply with more stringent regulations in connection with using and implementing our services or particular regulations regarding third-party vendors that may be interpreted differently by different customers. In addition, regulatory agencies may impose requirements toward third-party vendors generally, or our company in particular, that we may not be able to, or may not choose to, meet. In addition, customers in these heavily regulated areas and their regulators often have a right to conduct audits of our systems, products, and practices. In the event that one or more customers or their regulators determine that some aspect of our business does not meet regulatory requirements, we may be limited in our ability to continue or expand our business.

Our customers also include a number of non-U.S. governments, to which similar procurement, budgetary, contract, and audit risks of U.S. government contracting also apply, particularly in certain emerging markets where our customer base is less established. Such sales may also heighten our exposure to liabilities under anti-corruption laws. In addition, compliance with complex regulations, security certifications, and contracting provisions in a variety of jurisdictions can be expensive and consume significant financial and management resources. In certain jurisdictions, our ability to win business may be constrained by political and other factors unrelated to our competitive position in the market. Further, our business and results of operations will be harmed if our efforts to do business with governments and heavily regulated organizations do not generate the anticipated increases in revenue. Each of these difficulties could materially adversely affect our business and results of operations.

Any litigation against us could be costly and time-consuming to defend.

From time to time, we may become subject to legal proceedings and claims, such as claims brought by our customers in connection with commercial disputes, employment claims, including claims related to the loss of employee equity grants upon termination, intellectual property claims, or securities class actions or other claims related to volatility in the trading price of our common stock. Litigation might result in substantial costs and may divert management’s attention and resources, which might seriously harm our business, financial condition, and results of operations. Insurance might not cover such claims, provide sufficient payments to cover all the costs to resolve one or more such claims, or continue to be available on terms acceptable to us (including premium increases or the imposition of large deductible or co-insurance requirements). A claim brought against us that is uninsured or underinsured could result in unanticipated costs, potentially harming our business, financial position, and results of operations. In addition, we cannot be sure that our existing insurance coverage and coverage for errors and omissions will continue to be available on acceptable terms or that our insurers will not deny coverage as to any future claim.

Natural disasters, pandemics, and other catastrophic events could have an adverse impact on our business, operations, and the markets and communities in which we, our partners, and our customers operate.

Our platform and the public cloud infrastructure on which our platform relies are vulnerable to damage or interruption from catastrophic events, such as earthquakes, floods, fires, power loss, telecommunication failures, cyber attacks, military conflict or war, terrorist attacks, criminal acts, sabotage, other intentional acts of vandalism and misconduct, geopolitical events, and epidemics or pandemics, such as the COVID-19 pandemic. Some of our United States corporate offices in which we operate and certain of the public cloud data centers on which our platform runs are located in the San Francisco Bay Area and Pacific Northwest, regions known for seismic activity. Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated problems at our facilities or the facilities of our public cloud providers could result in disruptions, outages, and other performance and quality problems.

Our customers are also subject to the risk of catastrophic events. If those events occur, demand for our platform may decrease.

If we are unable to develop and maintain adequate plans to ensure that our business functions continue to operate during and after a catastrophic event and to execute successfully on those plans if such an event occurs, our business could be seriously harmed.

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Our current operations are international in scope, and we plan further geographic expansion, creating a variety of operational challenges.

A component of our growth strategy involves the further expansion of our operations and customer base internationally. Customer accounts outside the United States generated 22% and 23% of our revenue for the three and nine months ended October 31, 2023, respectively. We are continuing to adapt to and develop strategies to address international markets, but there is no guarantee that such efforts will have the desired effect. For example, we anticipate that we will need to establish relationships with new partners in order to expand into certain countries, including China, and if we fail to identify, establish, and maintain such relationships, we may be unable to execute on our expansion plans. We expect that our international activities will continue to grow for the foreseeable future as we continue to pursue opportunities in existing and new international markets, which will require significant dedication of management attention and financial resources.

Our current and future international business and operations involve a variety of risks, including:

•slower than anticipated public cloud adoption by international businesses;

•changes in a specific country’s or region’s political, economic, or legal and regulatory environment, including the effects of Brexit, pandemics, tariffs, trade wars, sanctions, or long-term environmental risks;

•the need to adapt and localize our platform for China and other countries, including as a result of data sovereignty requirements, and the engineering and related costs that we may incur when making those changes;

•greater difficulty collecting accounts receivable and longer payment cycles;

•unexpected changes in, or the selective application of, trade relations, regulations, or laws;

•new, evolving, and more stringent regulations relating to privacy and data security and the unauthorized use of, or access to, commercial and personal information;

•new, evolving, and potentially more stringent regulations relating to AI Technology;

•differing and potentially more onerous labor regulations where labor laws are generally more advantageous to employees as compared to the United States, including regulations governing terminations in locations that do not permit at-will employment and deemed hourly wage and overtime regulations;

•challenges inherent in efficiently managing, and the increased costs associated with, an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits, and compliance programs that are specific to each jurisdiction;

•difficulties in managing a business in new markets with diverse cultures, languages, customs, legal systems, alternative dispute systems, and regulatory systems;

•increased travel, real estate, infrastructure, and legal compliance costs associated with international operations, including increased costs associated with changing and potentially conflicting environmental regulations and requirements;

•currency exchange rate fluctuations and the resulting effect on our revenue, RPO, and expenses, and the cost and risk of utilizing mitigating derivative transactions and entering into hedging transactions to the extent we do so in the future;

•limitations on, or charges or taxes associated with, our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;

•laws and business practices favoring local competitors or general market preferences for local vendors;

•limited or insufficient intellectual property protection or difficulties obtaining, maintaining, protecting, or enforcing our intellectual property rights, including our trademarks and patents;

•political instability, military conflict or war, or terrorist activities;

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•exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA), U.S. bribery laws, the U.K. Bribery Act, and similar laws and regulations in other jurisdictions;

•burdens of complying with laws and regulations related to taxation; and

•regulations, adverse tax burdens, and foreign exchange controls that could make it difficult or costly to repatriate earnings and cash.

We expect to invest substantial time and resources to further expand our international operations, and, if we are unable to do so successfully and in a timely manner, our business and results of operations will suffer.

As we prepare to offer our platform to Chinese affiliates of certain multi-national customers, risks associated with economic, political, and social events in China could negatively affect our business, financial condition, results of operations and growth prospects.

We are currently preparing to offer our platform to Chinese affiliates of certain multi-national customers. Under Chinese law, we must offer our platform through a Chinese-owned operating partner, which must assume control and management of certain aspects of our platform and serve as the seller of record. This requires a new operating and go-to-market model, and there is a risk that functionality or customer experience may suffer and that we may incur liability or brand impairment arising from the operating partner’s actions or inactions. In addition, developing and operationalizing this new model is a significant investment and may not generate expected returns.

We may also encounter the following risks:

•uncertainty regarding the validity, enforceability, and scope of protection for intellectual property rights in China and the practical difficulties of enforcing such rights;

•inability to secure our intellectual property and other proprietary information located in China from unauthorized access or theft;

•heightened risks of cyber incidents, which could lead to the unauthorized exposure of customer data;

•inability to comply with extensive and evolving Chinese laws that are often ambiguous or inconsistently enforced;

•changes in tax regulations that may impact the economics of our China operating model;

•economic or political instability;

•a slowdown in China’s economy; and

•a government-controlled foreign exchange rate and limitations on the convertibility of the Chinese yuan to other currencies.

Further, geopolitical and national security tensions between China and the United States or other countries could lead to further restrictions on our ability to operate in China, increased scrutiny of our business operations in China, or unwillingness of certain customers to do business with us, including the U.S. federal government.

Due to these and other risks, our operations in China may be more expensive or difficult than anticipated or they may fail, which could have an adverse effect on our business, financial condition, results of operations and growth prospects.

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We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.

We have funded our operations since inception primarily through equity financings, including our IPO, and payments received from our customers. We cannot be certain if our operations will generate sufficient cash to fully fund our ongoing operations or the growth of our business. We intend to continue to make investments to support our business, which may require us to engage in equity or debt financings to secure additional funds. Additional financing may not be available on terms favorable to us, if at all, particularly during times of market volatility and general economic instability. If adequate funds are not available on acceptable terms, we may be unable to invest in future growth opportunities, which could harm our business, operating results, and financial condition. If we incur debt, the debt holders would have rights senior to holders of common stock to make claims on our assets, and the terms of any debt could restrict our operations, including our ability to repurchase stock and pay dividends on our common stock. Furthermore, if we issue additional equity securities, stockholders will experience dilution, and the new equity securities could have rights senior to those of our common stock. Because our decision to issue securities in the future will depend on numerous considerations, including factors beyond our control, we cannot predict or estimate the amount, timing, or nature of any future issuances of debt or equity securities. As a result, our stockholders bear the risk of future issuances of debt or equity securities reducing the value of our common stock and diluting their interests.

We are exposed to fluctuations in currency exchange rates, which could negatively affect our results of operations and our ability to invest and hold our cash.

Our sales are currently denominated in U.S. dollars, Euros, British pounds, Australian dollars, and Brazilian reals, and will likely be denominated in other currencies in the future. Because we report our results of operations and revenue in U.S. dollars, we currently face exposure to foreign currency translation risk and may in the future face other foreign currency risks. If we are not able to successfully hedge against the risks associated with currency fluctuations, our results of operations could be adversely affected. For example, a strengthening of the U.S. dollar could increase the real cost of our platform to international customers, which could adversely affect our results of operations. In addition, as our international operations expand, an increasing portion of our operating expenses is incurred outside the United States. These operating expenses are denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates. Exposure to these risks and fluctuations could adversely affect our financial position, results of operations, and cash flows.

If our estimates or judgments relating to our critical accounting estimates prove to be incorrect, our results of operations could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes appearing elsewhere herein. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Estimates.” The results of these estimates form the basis for making judgments about the carrying values of assets, liabilities, revenue, costs and expenses, and related disclosures. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the market price of our common stock.

Risks Related to Our Intellectual Property

Our intellectual property rights may not protect our business or provide us with a competitive advantage.

To be successful, we must protect our technology and brand in the United States and other jurisdictions through trademarks, trade secrets, patents, copyrights, service marks, invention assignments, contractual restrictions, and other intellectual property rights and confidentiality procedures. Despite our efforts to implement these protections, they may not protect our business or provide us with a competitive advantage for a variety of reasons, including:

•the failure by us to obtain patents and other intellectual property rights for important innovations or maintain appropriate confidentiality and other protective measures to establish and maintain our trade secrets;

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•to the extent a customer or partner owns any intellectual property created through a professional services engagement, our inability to use or monetize that intellectual property as part of our business;

•uncertainty in, and evolution of, legal standards relating to the validity, enforceability, and scope of protection of intellectual property rights;

•potential invalidation of our intellectual property rights through administrative processes or litigation;

•our inability to detect infringement or other misappropriation of our intellectual property rights by third parties;

•uncertainty regarding the applicability of intellectual property protections to AI Technology (including outputs generated from AI Technology); and

•other practical, resource, or business limitations on our ability to enforce our rights.

Further, the laws of certain foreign countries, particularly certain developing countries, do not provide the same level of protection of corporate proprietary information and assets, such as intellectual property, trademarks, trade secrets, know-how, and records, as the laws of the United States. As a result, we may encounter significant problems in protecting and defending our intellectual property or proprietary rights abroad. We may also be exposed to material risks of theft or unauthorized reverse engineering of our proprietary information and other intellectual property, including technical data, data sets, or other sensitive information. Our efforts to enforce our intellectual property rights in such foreign countries may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop, which could have a material adverse effect on our business, financial condition, and results of operations. Moreover, if we are unable to prevent the disclosure of our trade secrets to third parties, or if our competitors independently develop any of our trade secrets, we may not be able to establish or maintain a competitive advantage in our market, which could seriously harm our business.

Litigation may be necessary to enforce our intellectual property or proprietary rights, protect our trade secrets, or determine the validity and scope of proprietary rights claimed by others. Any litigation, whether or not resolved in our favor, could result in significant expense to us, divert the efforts of our technical and management personnel, and result in counterclaims with respect to infringement of intellectual property rights by us. If we are unable to prevent third parties from infringing upon or misappropriating our intellectual property or are required to incur substantial expenses defending our intellectual property rights, our business, financial condition, and results of operations may be materially adversely affected.

We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.

We compete in markets where there are a large number of patents, copyrights, trademarks, trade secrets, and other intellectual and proprietary rights, as well as disputes regarding infringement of these rights. In addition, many of the holders of patents, copyrights, trademarks, trade secrets, and other intellectual and proprietary rights have extensive intellectual property portfolios and greater resources than we do to enforce their rights. As compared to our large competitors, our patent portfolio is relatively undeveloped and may not provide a material deterrent to such assertions or provide us with a strong basis to counterclaim or negotiate settlements. Further, to the extent assertions are made against us by entities that hold patents but are not operating companies, our patent portfolio may not provide deterrence because such entities are not concerned with counterclaims.

Any intellectual property litigation to which we become a party may require us to do one or more of the following:

•cease selling, licensing, or using products, features, or data sets that incorporate the intellectual property rights that we allegedly infringe, misappropriate, or violate;

•require us to change the name of our products or services;

•make substantial payments for legal fees, settlement payments, or other costs or damages, including indemnification of third parties;

•obtain a license or enter into a royalty agreement, either of which may not be available on reasonable terms or at all, in order to obtain the right to sell or use the relevant intellectual property; or

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•redesign the allegedly infringing products to avoid infringement, misappropriation, or violation, which could be costly, time-consuming, or impossible.

Intellectual property litigation is typically complex, time consuming, and expensive to resolve and would divert the time and attention of our management and technical personnel. It may also result in adverse publicity, which could harm our reputation and ability to attract or retain employees, customers, or partners. As we grow, we may experience a heightened risk of allegations of intellectual property infringement. An adverse result in any litigation claims against us could have a material adverse effect on our business, financial condition, and results of operations.

If we use open source software inconsistent with our policies and procedures or the license terms applicable to such software, we could be subject to legal expenses, damages, or costly remediation or disruption to our business.

We use open source software in our platform and in our professional service engagements. From time to time, companies that use third-party open source software have faced claims challenging the use of such open source software and their compliance with the terms of the applicable open source license. We may be subject to suits by parties claiming ownership of what we believe to be open source software or claiming non-compliance with the applicable open source licensing terms. Additionally, while we have policies and procedures in place designed to govern our use of open source software, there is a risk that we may incorporate open source software with onerous licensing terms, including the obligation to make our source code available for others to use or modify without compensation to us, or inadvertently use third-party open source software in a manner that exposes us to claims of non-compliance with the applicable terms of such license, including claims for infringement of intellectual property rights or for breach of contract. If we receive an allegation that we have violated an open source license, we may incur significant legal expenses, be subject to damages, be required to redesign our product to remove the open source software or publicly release certain portions of our proprietary source code, or be required to comply with onerous license restrictions, all of which could have a material impact on our business. Even in the absence of a claim, if we discover the use of open source software inconsistent with our policies, we could expend significant time and resources to replace the open source software or obtain a commercial license, if available. All of these risks are heightened by the fact that the ownership of open source software can be uncertain, leading to litigation, and many of the licenses applicable to open source software have not been interpreted by courts, and these licenses could be construed to impose unanticipated conditions or restrictions on our ability to commercialize our products. Any use of open source software inconsistent with our policies or licensing terms could harm our business and financial position.

Risks Related to Our Tax, Legal, and Regulatory Environment

We are subject to stringent and changing obligations related to data privacy and security, and the failure or perceived failure to comply with these obligations could result in significant fines and liability or otherwise result in substantial harm to our business and prospects.

We are subject to data privacy and protection laws, regulations, guidance, external and internal policies and other documentation, industry standards, certifications, and contractual and other obligations that apply to the collection, transmission, storage, use, and other processing of personal information. These obligations are rapidly evolving, extensive, complex, and include inconsistencies and uncertainties. Examples of recent and anticipated developments that have impacted or could impact our business include the following:

•The European Union’s (EU) General Data Protection Regulation (GDPR) and the United Kingdom’s General Data Protection Regulation established strict requirements applicable to the handling of personal information.

•The EU has proposed the Regulation on Privacy and Electronic Communications, which, if adopted, would impose new obligations on using personal information in the context of electronic communications, particularly with respect to online tracking technologies and direct marketing.

•Certain other jurisdictions have enacted data localization laws and cross-border personal information transfer laws, such as Brazil and China, which could make it more difficult for us to transfer personal information across jurisdictions (such as transferring or receiving personal or other sensitive information that originates in the EU or China), or to enable our customers to transfer or replicate their data across jurisdictions using our platform. Existing mechanisms that may facilitate cross-border personal information transfers may change or be invalidated. An inability or material limitation on our ability to transfer personal data to the United States or other countries could materially impact our business operations and revenue.

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•In the United States, federal, state, and local governments have enacted or proposed data privacy and security laws, including data breach notification laws, personal data privacy laws, and consumer protection laws. For example, the California Consumer Privacy Act (CCPA) provides increased privacy rights and protections, including the ability of individuals to opt out of specific disclosures of their personal information. Further, as of January 1, 2023, the California Privacy Rights Act of 2020 (CPRA) has expanded the CCPA and established the California Privacy Protection Agency for purposes of implementing and enforcing the CPRA, which could increase the risk of an enforcement action. Other U.S. states have adopted, or are considering adopting, similar laws.

•The certifications we may maintain and the standards that may apply to our business, such as the U.S. Federal Risk and Authorization Management Program, PCI-DSS, ISO/IEC 27001, HI-TRUST CSF, StateRAMP, among others, are becoming more stringent.

These and other similar legal and regulatory developments could contribute to legal and economic uncertainty, increase our exposure to liability, affect how we design, market, and sell our platform, and how we operate our business, how our customers and partners process and share data, how we process and use data, and how we transfer personal data from one jurisdiction to another, any of which could require us to take on more onerous obligations in our contracts, impact our ability to operate in certain jurisdictions, and/or negatively impact the types of data available on or the demand for our platform. It is possible that new laws may be adopted or existing laws may be interpreted and applied in a manner that is inconsistent with our practices and our efforts to comply with the evolving data protection rules may be unsuccessful. We may incur substantial costs to comply with such laws and regulations, to meet the demands of our customers relating to their own compliance with applicable laws and regulations, and to establish and maintain internal policies, self-certifications, and third-party certifications supporting our compliance programs. Our customers may delegate certain of their GDPR compliance or other privacy law obligations to us, and we may otherwise be required to expend resources to assist our customers with such compliance obligations.

Although we endeavor to comply with applicable data privacy and security obligations, any actual or perceived non-compliance with such obligations by us or our third-party service providers and sub-processors could result in proceedings, investigations, or claims against us by regulatory authorities, customers, or others, leading to reputational harm, higher liability and indemnity obligations, significant fines, litigation costs, additional reporting requirements or oversight, bans on processing personal information, orders to destroy or not use personal information, limitations in our ability to develop or commercialize our platform, inability to process personal information or operate in certain jurisdictions, and other damages. For example, if regulators assert that we have failed to comply with the GDPR, we may be subject to fines of up to EUR 20.0 million or 4% of our worldwide annual revenue, whichever is greater, as well as potential data processing restrictions and penalties. Even if we are not determined to have violated these laws and other obligations, investigations into these issues typically require the expenditure of significant resources and generate negative publicity. In addition, any failure by us or our third-party service providers to comply with applicable obligations could result in proceedings against us. Any of these events could have a material adverse effect on our business, financial condition, and results of operations.

We may publish privacy policies and other documentation regarding our collection, processing, use, and disclosure of personal information, or other confidential information. Although we endeavor to comply with our published policies, certifications, and documentation, we or our vendors may at times fail to do so or may be perceived to have failed to do so. Claims that we have violated individuals’ privacy rights or failed to comply with data protection laws or applicable privacy notices even if we are not found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our business.

Issues in the development and use of AI Technology, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations.

The legal and regulatory landscape applicable to AI Technology is uncertain and is evolving rapidly, which may result in new and enhanced governmental or regulatory scrutiny, litigation, confidentiality, privacy or security risks, ethical concerns, legal liability, or other complications that could adversely affect our business, reputation or financial results. For example, states, regions, and supranational bodies, including the European Union and the United States, have passed or proposed new rules and regulations related to the use or sale of AI Technology. These regulations may impose onerous obligations related to our development, offering, and use of AI Technology and expose us to an increased risk of regulatory enforcement and litigation. If we cannot use AI Technology or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

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In particular, there is significant uncertainty surrounding the applications of intellectual property and privacy laws to AI Technology. Intellectual property ownership and license rights, including copyright, surrounding AI Technology have not been fully addressed by courts or other federal or state laws or regulations, and our use of AI Technology or adoption of AI Technology into our products and services may result in disputes with respect to ownership or intellectual property, or exposure to claims of copyright or other intellectual property misappropriation. In addition, our AI Technology may involve the processing of personal and other sensitive data and may be subject to laws, policies, legal obligations, and contractual requirements related to privacy, data protection, and information security. Certain privacy laws extend rights to consumers (such as the right to obtain consent or delete certain personal data) and regulate automated decision making. An alleged or actual failure to meet these obligations may lead to regulatory investigations and fines or penalties; may require us to change our business practices or retrain our algorithms; or may prevent or limit our use of AI Technology. For example, the FTC has required other companies to turn over valuable insights or trainings generated through the use of AI Technology where they allege the company has violated privacy and consumer protection laws. It is also possible that we are held liable for intellectual property, privacy, or other legal violations of third-party AI Technology that we use, and that we may not have full recourse for any damages that we suffer (for example, our use of third-party AI Technology may be subject to limitations of liability or provide no liability coverage (e.g., free or open source technology)).

The algorithms or training methodologies used in the AI Technology we use or offer may be flawed. Datasets may be overly broad, insufficient, or contain inappropriately biased information. Our generative AI Technology may also generate outputs that are inaccurate, misleading, harmful, or otherwise flawed. This may happen if the inputs that the model relied on were inaccurate, incomplete or flawed (including if a bad actor “poisons” the with bad inputs or logic), or if the logic of the algorithm is flawed (a so-called “hallucination”). Our customers or others may rely on or use such outputs to their detriment, or it may lead to adverse outcomes, which may expose us to brand or reputational harm, competitive harm, and/or legal liability. Finally, if we enable or offer services or technologies that draw scrutiny or controversy, we may experience brand or reputational harm, competitive harm, or legal liability.

We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations.

We are subject to the FCPA, U.S. domestic bribery laws, the U.K. Bribery Act 2010, and other anti-corruption and anti-money laundering laws in the countries in which we conduct business. Anti-corruption and anti-bribery laws have been enforced aggressively in recent years and are interpreted broadly to generally prohibit companies, their employees, and their third-party intermediaries from authorizing, offering, or providing, directly or indirectly, improper payments or benefits to recipients in the public or private sector. As we increase our international sales, including in China, and sales to the public sector, we may engage with business partners and third-party intermediaries to market or resell our products and to obtain necessary permits, licenses, and other regulatory approvals. In addition, we or our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies or state-owned or affiliated entities. We can be held liable for the corrupt or other illegal activities of these third-party intermediaries, our employees, representatives, contractors, partners, and agents, even if we do not explicitly authorize such activities.

While we have policies and procedures to address compliance with such laws, there is a risk that our employees, agents, and other third parties with which we do business, including reseller and system integrator partners, will take actions in violation of our policies and applicable law, for which we may be ultimately held responsible. As we expand internationally and into the public sector market, our risks under these laws may increase.

Detecting, investigating, and resolving actual or alleged violations of anti-corruption laws can require a significant diversion of time, resources, and attention from senior management. In addition, noncompliance with anti-corruption, anti-bribery, or anti-money laundering laws could subject us to whistleblower complaints, investigations, sanctions, settlements, prosecution, enforcement actions, fines, damages, other civil or criminal penalties or injunctions, suspension or debarment from contracting with certain persons, reputational harm, adverse media coverage, and other collateral consequences. If any subpoenas or investigations are launched, or governmental or other sanctions are imposed, or if we do not prevail in any possible civil or criminal proceeding, our business, financial condition, and results of operations could be harmed.

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We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.

Our platform is subject to U.S. export controls, including the U.S. Export Administration Regulations, and we incorporate encryption technology into our platform. This encryption technology may be exported outside of the United States only with the required export authorizations, including by license, a license exception, or other appropriate government authorizations, including the filing of an encryption classification request or self-classification report.

Obtaining the necessary export license or other authorization for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities. Furthermore, our activities are subject to U.S. economic sanctions laws and regulations administered by various U.S. agencies, including the U.S. Treasury Department’s Office of Foreign Assets Control, that prohibit the sale or supply of most products and services to embargoed jurisdictions or sanctioned parties. Violations of U.S. sanctions or export control regulations can result in significant fines or penalties and possible incarceration for responsible employees and managers.

If our channel partners fail to obtain appropriate import, export, or re-export licenses or permits, we may also be adversely affected through reputational harm, as well as other negative consequences, including government investigations and penalties.

Also, various countries, in addition to the United States, regulate the import and export of certain encryption and other technology, including import and export licensing requirements, and have enacted laws that could limit our ability to distribute our platform in those countries. Changes in our platform or future changes in export and import regulations may create delays in the introduction of our platform in international markets, prevent our customers with international operations from using our platform globally or, in some cases, prevent the export or import of our platform to certain countries, governments, or persons altogether. From time to time, various governmental agencies have proposed additional regulation of encryption technology. Any change in export or import regulations, economic sanctions, or related legislation, increased export and import controls, or change in the countries, governments, persons, or technologies targeted by such regulations, could result in decreased use of our platform by, or in our decreased ability to export or sell our platform to, existing or potential customers with international operations. Any decreased use of our platform or limitation on our ability to export or sell our platform would adversely affect our business, financial condition, and results of operations.

Our international operations may subject us to greater than anticipated tax liabilities.

We are expanding our international operations to better support our growth into international markets. Our corporate structure and associated transfer pricing policies contemplate future growth in international markets, and consider the functions, risks, and assets of the various entities involved in intercompany transactions. The amount of taxes we pay in different jurisdictions may depend on the application of the tax laws of various jurisdictions, including the United States, to our international business activities, changes in tax rates, new or revised tax laws or interpretations of existing tax laws and policies, and our ability to operate our business in a manner consistent with our corporate structure and intercompany arrangements. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for pricing intercompany transactions pursuant to our intercompany arrangements or disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a challenge or disagreement were to occur, and our position was not sustained, we could be required to pay additional taxes, interest, and penalties, which could result in one-time tax charges, higher effective tax rates, reduced cash flows, and lower overall profitability of our operations. Our financial statements could fail to reflect adequate reserves to cover such a contingency.

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Changes in tax laws or tax rulings could materially affect our financial position, results of operations, and cash flows.

The tax regimes we are subject to or operate under, including income and non-income taxes, are unsettled and may be subject to significant change. Changes in tax laws, regulations, or rulings, or changes in interpretations of existing laws and regulations, could materially affect our financial position and results of operations. For example, 2017 legislation informally titled the Tax Act significantly reformed the Internal Revenue Code of 1986, as amended (the Code). Recently, the United States passed the Inflation Reduction Act, which provides for a minimum tax equal to 15% of the adjusted financial statement income of certain large corporations, as well as a 1% excise tax on share repurchases. In February 2023, our board of directors authorized the repurchase of up to $2.0 billion of our common stock through a stock repurchase program. We do not expect the excise tax on issuer share repurchase programs to have a material impact on our aggregate tax liability. Many countries in Europe, as well as a number of other countries and organizations, including the Organization for Economic Cooperation and Development and the European Commission, have recently proposed, recommended, or (in the case of countries) enacted or otherwise become subject to changes to existing tax laws or new tax laws that could significantly increase our tax obligations in the countries where we do business or require us to change the manner in which we operate our business. These proposals, recommendations and enactments include changes to the existing framework in respect of income taxes, as well as new types of non-income taxes (such as taxes based on a percentage of revenue or taxes applicable to digital services), which could apply to our business.

Due to the large and expanding scale of our international business activities, these types of changes to the taxation of our activities could increase our worldwide effective tax rate, increase the amount of taxes imposed on our business, and harm our financial position. Such changes may also apply retroactively to our historical operations and result in taxes greater than the amounts estimated and recorded in our financial statements. We continue to monitor the impact of new global and U.S. legislation on our effective tax rate.

Our ability to use our net operating loss carryforwards may be limited.

We have incurred substantial losses during our history, do not expect to become profitable in the near future, and may never achieve profitability. Unused U.S. federal net operating losses (NOLs) for taxable years beginning before January 1, 2018 may be carried forward to offset future taxable income, if any, until such unused NOLs expire. Under the Tax Act, as modified by 2020 legislation referred to as the CARES Act, U.S. federal NOLs arising in taxable years beginning after December 31, 2017 can be carried forward indefinitely, but the deductibility of such U.S. federal NOLs in taxable years beginning after December 31, 2020 is limited to 80% of such year’s taxable income. At the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

As of January 31, 2023, we had U.S. federal, state, and foreign NOL carryforwards of $5.8 billion, $5.1 billion, and $159.0 million, respectively. Of the $5.8 billion U.S. federal NOL carryforwards, $5.7 billion may be carried forward indefinitely with utilization limited to 80% of taxable income, and the remaining $0.1 billion will begin to expire in 2032. The state NOL carryforwards begin to expire in 2023. Of the $159.0 million foreign NOL carryforwards, $150.2 million may be carried forward indefinitely, and the remaining $8.8 million will begin to expire in 2027.

In addition, under Section 382 of the Code, and corresponding provisions of state law, if a corporation undergoes an “ownership change,” which is generally defined as one or more stockholders or groups of stockholders who own at least 5% of our stock increasing their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period, the corporation’s ability to use its pre-change NOL carryforwards to offset its post-change income or taxes may be limited. It is possible that we have experienced or may experience ownership changes as a result of shifts in our stock ownership, some of which may be outside of our control. This could limit the amount of NOLs that we can utilize annually to offset future taxable income or tax liabilities. Subsequent ownership changes and changes to the U.S. tax rules in respect of the utilization of NOLs may further affect the limitation in future years.

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Changes in our effective tax rate or tax liability may have an adverse effect on our results of operations.

We are subject to income taxes in the United States and various foreign jurisdictions. The determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are many transactions where the ultimate tax determination is uncertain. We believe that our provision for income taxes is reasonable, but the ultimate tax outcome may differ from the amounts recorded in our condensed consolidated financial statements and may materially affect our financial results in the period or periods in which such outcome is determined.

Our effective tax rate could increase due to several factors, including:

•changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates;

•changes in tax laws, tax treaties, and regulations or the interpretation of them;

•changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business;

•the outcome of current and future tax audits, examinations, or administrative appeals; and

•the effects of acquisitions.

Any of these developments could adversely affect our results of operations.

Risks Related to the Ownership of Our Common Stock

Our stock price may be volatile, and the value of our common stock may decline.

The market price of our common stock has been and may continue to be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including:

•actual or anticipated fluctuations in our financial condition or results of operations;

•variance in our actual or projected financial performance from expectations of securities analysts;

•changes in the pricing or consumption of our platform;

•updates to our projected operating and financial results;

•changes in laws or regulations applicable to our business;

•announcements by us or our competitors of significant business developments, acquisitions, investments, or new offerings;

•rumors and market speculation involving us or other companies in our industry;

•significant data breaches, disruptions to, or other incidents involving our platform;

•our involvement in litigation;

•changes in senior management or key personnel;

•fluctuations in company valuations, particularly valuations of high-growth or cloud companies, perceived to be comparable to us;

•the trading volume of our common stock;

•changes in the anticipated future size and growth rate of our market;

•our issuance or repurchase of shares of our common stock; and

•general political, social, economic, and market conditions.

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Broad market and industry fluctuations, as well as general economic, political, regulatory, and market conditions, such as recessions, interest rate changes, or international currency fluctuations, may also negatively impact the market price of our common stock. In addition, technology stocks have historically experienced high levels of volatility. In the past, companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future, which could result in substantial expenses and divert our management’s attention.

Future sales of our common stock in the public market could cause the market price of our common stock to decline.

Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. Many of our stockholders who held our capital stock prior to completion of our IPO have substantial unrecognized gains on the value of the equity they hold based upon the price at which shares were sold in our IPO, and therefore, they may take steps to sell their shares or otherwise secure the unrecognized gains on those shares. We are unable to predict the timing of or the effect that such sales may have on the prevailing market price of our common stock.

The shares of common stock subject to outstanding options and RSU awards under our equity incentive plans, and the shares reserved for future issuance under our equity incentive plans, will become eligible for sale in the public market upon issuance, subject to compliance with applicable securities laws.

Further, certain holders of our common stock have rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders.

Our issuance of additional capital stock in connection with financings, acquisitions, investments, our equity incentive plans, or otherwise will dilute all other stockholders.

We expect to issue additional capital stock in the future that will result in dilution to all other stockholders. We expect to grant equity awards to employees, non-employee directors, and consultants under our equity incentive plans. We may also raise capital through equity financings in the future. As part of our business strategy, we have and may continue to acquire or make investments in companies, products, or technologies and issue equity securities to pay for any such acquisition or investment. Any such issuances of additional capital stock may cause stockholders to experience significant dilution of their ownership interests and the per share value of our common stock to decline.

We may not realize the anticipated long-term stockholder value of our stock repurchase program, and any failure to repurchase our common stock after we have announced our intention to do so may negatively impact our stock price.

In February 2023, our board of directors authorized the repurchase of up to $2.0 billion of our common stock through a stock repurchase program. 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 expires 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 us to acquire any particular amount of common stock, and may be suspended or discontinued at any time at our discretion. Any failure to repurchase stock after we have announced our intention to do so may negatively impact our reputation, investor confidence in us, or our stock price.

The existence of our stock repurchase program could cause our stock price to be higher than it otherwise would be and could potentially reduce the market liquidity for our stock. Although our stock repurchase program is intended to enhance long-term stockholder value, there is no assurance that it will do so because the market price of our common stock may decline below the levels at which we repurchase shares, and short-term stock price fluctuations could reduce the effectiveness of the program. Repurchasing our common stock reduces the amount of cash we have available to fund working capital, capital expenditures, strategic acquisitions or investments, other business opportunities, and other general corporate projects, and we may fail to realize the anticipated long-term stockholder value of any stock repurchase program.

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If securities or industry analysts publish unfavorable or inaccurate research about our business, the market price or trading volume of our common stock could decline.

The market price and trading volume of our common stock is heavily influenced by the way analysts interpret our financial information and other disclosures. We do not have control over these analysts. If securities analysts or industry analysts cease coverage of us, our stock price would be negatively affected. If securities or industry analysts downgrade our common stock or publish negative reports about our business, our stock price would likely decline. Further, investors and analysts may not understand how our consumption-based business model differs from a subscription-based business model. If one or more of these analysts cease coverage of us, publish inaccurate research about our business, or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our stock price to decline and could decrease the trading volume of our common stock.

We do not intend to pay dividends for the foreseeable future and, as a result, the ability of the holders of our common stock to achieve a return on their investment will depend on appreciation in the price of our common stock.

We have never declared or paid any cash dividends on our capital stock, and we do not intend to pay any cash dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, holders of our common stock may need to rely on sales of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

We incur significant costs operating as a public company, and our management is required to devote substantial time to compliance with our public company responsibilities and corporate governance practices.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the New York Stock Exchange, and other applicable securities rules and regulations. Our management and other personnel devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations have increased our legal and financial compliance costs and make some activities more time-consuming and costly. In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure, including those related to climate change and other environmental, social, and governance focused disclosures, are creating uncertainty for public companies. These laws, regulations, and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to continue to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If, notwithstanding our efforts, we fail to comply with evolving laws, regulations, and standards, regulatory authorities may initiate legal proceedings against us, and our business may be harmed. Failure to comply with these rules might also make it more difficult for us to obtain certain types of insurance, including director and officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our common stock.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act (Section 404), to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting as of the end of each fiscal year. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. In addition, our independent registered public accounting firm is required to attest to the effectiveness of our internal control over financial reporting. Our compliance with Section 404 requires that we incur substantial expenses and expend significant management efforts. We have established an internal audit group, and as we continue to grow, we will hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge and update the system and process documentation necessary to perform the evaluation needed to comply with Section 404.

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During the evaluation and testing process of our internal controls, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to certify that our internal control over financial reporting is effective. We cannot assure you that there will not be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our common stock could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management, and limit the market price of our common stock.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that:

•authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights, and preferences determined by our board of directors that may be senior to our common stock;

•require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

•specify that special meetings of our stockholders can be called only by our board of directors, the chairperson of our board of directors, or our Chief Executive Officer;

•establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;

•establish that our board of directors is divided into three classes, with each class serving three-year staggered terms;

•prohibit cumulative voting in the election of directors;

•provide that our directors may only be removed for cause;

•provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and

•require the approval of our board of directors or the holders of at least 66 2/3% of our outstanding shares of voting stock to amend our bylaws and certain provisions of our certificate of incorporation.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally, subject to certain exceptions, prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder. Any of the foregoing provisions could limit the price that investors might be willing to pay in the future for shares of our common stock, and they could deter potential acquirers of our company, thereby reducing the likelihood that holders of our common stock would receive a premium for their shares of our common stock in an acquisition.

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Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America as the exclusive forums for certain disputes between us and our stockholders, which will restrict our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers, or employees.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: any derivative action or proceeding brought on our behalf, any action asserting a breach of a fiduciary duty, any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine. This choice of forum provision does not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation provides that the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees. If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could seriously harm our business.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) Recent Sales of Unregistered Equity Securities

None.

(b) Use of Proceeds

On September 18, 2020, we closed our IPO of 32.2 million shares of our Class A common stock at an offering price of $120.00 per share, including 4.2 million shares pursuant to the exercise of the underwriters’ option to purchase additional shares of our Class A common stock, resulting in gross proceeds to us of $3.7 billion, net of the underwriting discounts. All of the shares issued and sold in our IPO were registered under the Securities Act pursuant to a registration statement on Form S-1 (File No. 333-248280), which was declared effective by the SEC on September 15, 2020. There has been no material change in the planned use of proceeds from our IPO from those disclosed in our final prospectus for our IPO dated as of September 15, 2020 and filed with the SEC pursuant to Rule 424(b)(4) on September 16, 2020.

The following table presents our stock repurchase activity under our authorized stock repurchase program for the three months ended October 31, 2023 (in thousands, except for per share data):


	Total Number of Shares	Average Price Paid Per Share(2)		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program(1)

August 1, 2023 to August 31, 2023	28	$	152.33	28	$	1,804,109
September 1, 2023 to September 30, 2023	1,909	$	154.96	1,909	$	1,508,277
October 1, 2023 to October 31, 2023	670	$	149.35	670	$	1,408,268
Total	2,607			2,607

________________

(1)In February 2023, our board of directors authorized a stock repurchase program of up to $2.0 billion of our 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 our 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 us to acquire any particular amount of common stock, and the repurchase program may be suspended or discontinued at any time at our discretion.

(2)Weighted-average price paid per share includes transaction costs associated with the repurchases.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

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ITEM 5. OTHER INFORMATION

Trading Arrangement

Action

Date

Rule 10b5-1*

Non-Rule 10b5-1**

Total Shares Subject to Trading Arrangement

Expiration Date

Frank Slootman, Chief Executive Officer and Director

Adopted

September 26, 2023

1,431,475

June 21, 2024

* Intended to satisfy the affirmative defense of Rule 10b5-1(c)

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the last fiscal quarter.

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ITEM 6. EXHIBITS

Exhibit
Number

Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

3.1

Amended and Restated Certificate of Incorporation of Snowflake Inc.

8-K

001-39504

3.1

9/18/2020

3.2

Amended and Restated Bylaws of Snowflake Inc.

8-K

001-39504

3.1

11/29/2023

3.3

Certificate of Retirement.

8-K

001-39504

3.1

3/3/2021

10.1

Confirmatory Offer Letter by and between Snowflake Inc. and Frank Slootman, dated August 23, 2023.

8-K

001-39504

10.1

8/23/2023

10.2

Confirmatory Offer Letter by and between Snowflake Inc. and Michael P. Scarpelli, dated August 23, 2023.

8-K

001-39504

10.2

8/23/2023

10.3

Confirmatory Offer Letter by and between Snowflake Inc. and Christopher W. Degnan, dated August 23, 2023.

8-K

001-39504

10.3

8/23/2023

10.4

Confirmatory Offer Letter by and between Snowflake Inc. and Benoit Dageville, dated August 23, 2023.

8-K

001-39504

10.4

8/23/2023

10.5

Confirmatory Offer Letter by and between Snowflake Inc. and Grzegorz Czajkowski, dated August 23, 2023.

8-K

001-39504

10.5

8/23/2023

10.6

Confirmatory Offer Letter by and between Snowflake Inc. and Christian Kleinerman, dated August 23, 2023.

8-K

001-39504

10.6

8/23/2023

10.7

Severance and Change in Control Plan and related participation agreement.

8-K

001-39504

10.7

8/23/2023

31.1

Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibits 101).

* The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and are not deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, irrespective of any general incorporation language contained in such filing.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 1, 2023


SNOWFLAKE INC.

By:						/s/ Frank Slootman
Name:						Frank Slootman
Title:						Chief Executive Officer and Chairman
						(Principal Executive Officer)

By:						/s/ Michael P. Scarpelli
Name:						Michael P. Scarpelli
Title:						Chief Financial Officer
						(Principal Financial and Accounting Officer)