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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-Q(Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended July 31,2024ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES

2、 EXCHANGE ACT OF 1934For the transition period from toCommission File Number:001-39504SNOWFLAKE INC.(Exact name of registrant as specified in its charter)Delaware46-0636374(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)Suite 3A,106 East Babcock Stree

3、tBozeman,MT 59715(Address of principal executive offices and zip code)(844)766-9355(Registrants 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 c

4、lassTrading Symbol(s)Name of each exchange on which registeredClass A Common Stock,$0.0001 par valueSNOWThe New York Stock ExchangeIndicate 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 preced

5、ing 12 months(or for such shorter period that the registrant was requiredto 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 submitte

6、d pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for suchshorter 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 fi

7、ler,a smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“acceleratedfiler,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmall reporting comp

8、anyEmerging growth companyIf 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 theExchange Act.Indicate by check mark whet

9、her the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No As of August 20,2024,there were 335.2 million shares of the registrants Class A common stock,par value of$0.0001 per share,outstanding.We are a Delaware corporation with a globally distributed workforce and no

10、 corporate headquarters.Under the Securities and Exchange Commissions rules,we are required to designate a“principal executive office.”For purposes of thisreport,we have designated our office in Bozeman,Montana as our principal executive office.11 Table of ContentsTABLE OF CONTENTSPageSpecial Note a

11、bout Forward-Looking Statements3Selected Risks Affecting Our Business5PART I.Financial Information6ITEM 1.Financial Statements(Unaudited)6Condensed Consolidated Balance Sheets6Condensed Consolidated Statements of Operations7Condensed Consolidated Statements of Comprehensive Loss8Condensed Consolidat

12、ed Statements of Stockholders Equity9Condensed Consolidated Statements of Cash Flows11Notes to Condensed Consolidated Financial Statements13ITEM 2.Managements Discussion and Analysis of Financial Condition and Results of Operations38ITEM 3.Quantitative and Qualitative Disclosures about Market Risk57

13、ITEM 4.Controls and Procedures59PART II.Other Information60ITEM 1.Legal Proceedings60ITEM 1A.Risk Factors60ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds90ITEM 3.Defaults Upon Senior Securities90ITEM 4.Mine Safety Disclosures90ITEM 5.Other Information90ITEM 6.Exhibits91Signatures

14、922Table of ContentsSPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTSThis 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 ofthe Securities Exchange Act of 1934,as amended(Exchange

15、 Act),about us and our industry that involve substantial risks and uncertainties.All statements other than statements of historical factcontained in this report,including statements regarding our future results of operations and financial condition,business strategy,capital requirements,market trend

16、s,and plans and objectives ofmanagement for future operations,are forward-looking statements.In some cases,forward-looking statements can be identified by words such as“anticipate,”“believe,”“continue,”“can,”“could,”“design,”“estimate,”“target,”“expect,”“intend,”“may,”“plan,”“potentially,”“predict,”

17、“project,”“should,”“will,”“would,”or the negative of these terms or other similarexpressions.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 t

18、o the portion of our remaining performance obligations that we expect torecognize 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

19、 new features generally available to customers,including our development and use of artificial intelligence and machine learning,and ourcustomers adoption and use of such features;our ability to achieve or sustain our profitability;future investments in our business,our anticipated capital expenditu

20、res,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 AI Data Cloud,including the Snowflake Marketplace and Snowpark,as well as our

21、 ability to execute suchstrategies;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 expansio

22、n;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 onwhich it relies;our expectat

23、ions 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 repurc

24、hase program;andthe 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.3Table of ContentsF

25、orward-looking statements are based on our managements beliefs and assumptions and on information currently available.These forward-looking statements are subject to a number ofknown and unknown risks,uncertainties and assumptions,including risks described in the section titled“Risk Factors”and else

26、where in this Quarterly Report on Form 10-Q.Other sections ofthis 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 changingenvironment.New risk factors emerge from time to time,an

27、d 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 theextent 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 shoul

28、d 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 willbe achieved or occur.Although we believe that the expectations reflected in the forward-looking statements are reasonable,

29、we cannot guarantee future results,levels of activity,performance,orachievements.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 statementsto actual results or to changes in our ex

30、pectations.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 havefiled as exhibits to this report with the understanding that our actual future results,levels of activity,performance,and achievements may be materially dif

31、ferent from what we expect.We qualifyall 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(),ourfilings with the Securities and Excha

32、nge Commission(SEC),webcasts,press releases,and conference calls.We use these mediums,including our website,to communicate with investors and thegeneral public about our company,our products,and other issues.It is possible that the information we make available on our website may be deemed to be mat

33、erial information.We thereforeencourage investors and others interested in our company to review the information we make available on our website.4Table of ContentsSELECTED RISKS AFFECTING OUR BUSINESSInvesting in our common stock involves numerous risks,including those set forth below.This summary

34、does not contain all of the information that may be important to you,and you shouldread 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 is a summary of some

35、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 ourcommon stock could decline,and you could lose part or all of your investment.Additional risks and uncertainties that we are unaware of,or

36、that we currently believe are not material,may alsobecome 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 oper

37、ating 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 condition

38、s,volatility,or disruptions,including higher inflation,higher interest rates,bank failures,and fluctuations or volatility in capital markets or foreign currencyexchange rates,could have an adverse impact on our or our customers or partners businesses,which could negatively impact our financial condi

39、tion 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 requirem

40、ents,our business,financial condition,and results of operations could beharmed.If we are not successful in executing our investments in our platform,including artificial intelligence and machine learning technology,or AI Technology,our business,financialcondition,and results of operations could be h

41、armed.If we,our customers,or 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 pl

42、atform may be reduced,and we may incur significant liabilities.We or our third-party service providers could suffer disruptions,outages,defects,and other performance and quality problems with our platform or with the public cloud and internetinfrastructure on which it relies.We expect fluctuations i

43、n 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 ourresults of operations,our stock price could decline.Failure to effectively develop and expand our sales and marketing capabilities coul

44、d harm our ability to increase our customer base and achieve broader market acceptance of ourproducts 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

45、andmore 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 andnegatively affect our results of operations.5Table of ContentsPART I.FINANCIAL INFORMATIO

46、NITEM 1.FINANCIAL STATEMENTS(UNAUDITED)SNOWFLAKE INC.CONDENSED CONSOLIDATED BALANCE SHEETS(in thousands,except per share data)(unaudited)July 31,2024January 31,2024AssetsCurrent assets:Cash and cash equivalents$1,282,045$1,762,749 Short-term investments1,948,462 2,083,499 Accounts receivable,net431,

47、597 926,902 Deferred commissions,current86,899 86,096 Prepaid expenses and other current assets149,085 180,018 Total current assets3,898,088 5,039,264 Long-term investments697,406 916,307 Property and equipment,net264,778 247,464 Operating lease right-of-use assets272,459 252,128 Goodwill984,076 975

48、,906 Intangible assets,net286,538 331,411 Deferred commissions,non-current177,457 187,093 Other assets363,084 273,810 Total assets$6,943,886$8,223,383 Liabilities and Stockholders EquityCurrent liabilities:Accounts payable$134,537$51,721 Accrued expenses and other current liabilities448,926 446,860

49、Operating lease liabilities,current32,843 33,944 Deferred revenue,current1,848,376 2,198,705 Total current liabilities2,464,682 2,731,230 Operating lease liabilities,non-current279,969 254,037 Deferred revenue,non-current12,280 14,402 Other liabilities49,367 33,120 Total liabilities2,806,298 3,032,7

50、89 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 July 31,2024 and January 31,2024 Common stock;$0.0001 par value per share;2,500,000 Class A shares authorized,335,620 and 3

51、34,453 shares issued andoutstanding as of July 31,2024 and January 31,2024,respectively(excluding 200 shares held by a wholly-owned subsidiaryand treated as treasury stock for accounting purposes as of each July 31,2024 and January 31,2024);185,461 Class B sharesauthorized,zero shares issued and out

52、standing as of each July 31,2024 and January 31,202434 34 Treasury stock,at cost;460 and 492 shares held as of July 31,2024 and January 31,2024,respectively(62,800)(67,140)Additional paid-in capital9,822,965 9,331,238 Accumulated other comprehensive loss(5,379)(8,220)Accumulated deficit(5,625,819)(4

53、,075,604)Total Snowflake Inc.stockholders equity4,129,001 5,180,308 Noncontrolling interest8,587 10,286 Total stockholders equity4,137,588 5,190,594 Total liabilities and stockholders equity$6,943,886$8,223,383 See accompanying notes to condensed consolidated financial statements.6Table of ContentsS

54、NOWFLAKE INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(in thousands,except per share data)(unaudited)Three Months Ended July 31,Six Months Ended July 31,2024202320242023Revenue$868,823$674,018$1,697,532$1,297,617 Cost of revenue288,078 218,392 560,595 427,806 Gross profit580,745 455,626 1,136,

55、937 869,811 Operating expenses:Sales and marketing400,625 343,288 801,447 674,846 Research and development437,660 313,996 848,454 591,408 General and administrative97,763 83,749 190,911 162,202 Total operating expenses936,048 741,033 1,840,812 1,428,456 Operating loss(355,303)(285,407)(703,875)(558,

56、645)Interest income49,265 50,280 104,044 93,411 Other income(expense),net(7,946)4,086(29,248)1,524 Loss before income taxes(313,984)(231,041)(629,079)(463,710)Provision for(benefit from)income taxes3,786(3,721)6,507(10,326)Net loss(317,770)(227,320)(635,586)(453,384)Less:net loss attributable to non

57、controlling interest(871)(453)(1,699)(890)Net loss attributable to Snowflake Inc.$(316,899)$(226,867)$(633,887)$(452,494)Net loss per share attributable to Snowflake Inc.Class A commonstockholdersbasic and diluted$(0.95)$(0.69)$(1.90)$(1.39)Weighted-average shares used in computing net loss per shar

58、eattributable to Snowflake Inc.Class A common stockholdersbasicand diluted334,071 327,335 333,830 325,772 See accompanying notes to condensed consolidated financial statements.7Table of ContentsSNOWFLAKE INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS(in thousands)(unaudited)Three Months

59、 Ended July 31,Six Months Ended July 31,2024202320242023Net loss$(317,770)$(227,320)$(635,586)$(453,384)Other comprehensive income(loss):Net change in unrealized gains or losses on available-for-sale debtsecurities10,304(1,575)2,883 5,869 Other30 159(42)159 Total other comprehensive income(loss)10,3

60、34(1,416)2,841 6,028 Comprehensive loss(307,436)(228,736)(632,745)(447,356)Less:comprehensive loss attributable to noncontrolling interest(871)(453)(1,699)(890)Comprehensive loss attributable to Snowflake Inc.$(306,565)$(228,283)$(631,046)$(446,466)See accompanying notes to condensed consolidated fi

61、nancial statements.8Table of ContentsSNOWFLAKE INC.CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY(in thousands)(unaudited)Three Months Ended July 31,2024Class A Common StockTreasury StockAdditionalPaid-inCapitalAccumulatedOtherComprehensive LossAccumulatedDeficitTotal SnowflakeInc.Stockhol

62、dersEquityNoncontrollingInterestTotalStockholdersEquitySharesAmountSharesAmountBALANCEApril 30,2024335,264$34(469)$(63,958)$9,546,792$(15,713)$(4,908,921)$4,558,234$9,458$4,567,692 Issuance of common stock upon exercise ofstock options1,816 12,963 12,963 12,963 Vesting of restricted stock units2,264

63、 1 (1)Shares withheld related to net share settlementof equity awards(767)(98,881)(98,881)(98,881)Repurchases and retirement of common stock(2,957)(1)(399,999)(400,000)(400,000)Reissuance of treasury stock upon settlement ofequity awards 9 1,158(1,156)2 2 Stock-based compensation 363,248 363,248 363

64、,248 Other comprehensive income 10,334 10,334 10,334 Net loss (316,899)(316,899)(871)(317,770)BALANCEJuly 31,2024335,620$34(460)$(62,800)$9,822,965$(5,379)$(5,625,819)$4,129,001$8,587$4,137,588 Three Months Ended July 31,2023Class A Common StockTreasury StockAdditionalPaid-inCapitalAccumulatedOtherC

65、omprehensiveLossAccumulatedDeficitTotal SnowflakeInc.StockholdersEquityNoncontrollingInterestTotalStockholdersEquitySharesAmountSharesAmountBALANCEApril 30,2023326,312$33(500)$(68,299)$8,450,433$(30,828)$(3,065,096)$5,286,243$11,742$5,297,985 Issuance of common stock upon exercise ofstock options2,4

66、80 16,194 16,194 16,194 Vesting of early exercised stock options 61 61 61 Vesting of restricted stock units1,637 Shares withheld related to net share settlementof equity awards(551)(99,902)(99,902)(99,902)Stock-based compensation 312,625 312,625 312,625 Other comprehensive loss (1,416)(1,416)(1,416)

67、Net loss (226,867)(226,867)(453)(227,320)BALANCEJuly 31,2023329,878$33(500)$(68,299)$8,679,411$(32,244)$(3,291,963)$5,286,938$11,289$5,298,227 9Table of ContentsSNOWFLAKE INC.CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY(in thousands)(unaudited)Six Months Ended July 31,2024Class A Common

68、StockTreasury StockAdditionalPaid-inCapitalAccumulatedOtherComprehensiveLossAccumulatedDeficitTotal SnowflakeInc.StockholdersEquityNoncontrollingInterestTotalStockholdersEquitySharesAmountSharesAmountBALANCEJanuary 31,2024334,453$34(492)$(67,140)$9,331,238$(8,220)$(4,075,604)$5,180,308$10,286$5,190,

69、594 Issuance of common stock upon exercise ofstock options3,186 23,480 23,480 23,480 Issuance of common stock under employeestock purchase plan346 46,735 46,735 46,735 Issuance of common stock in connection with abusiness combination1 Vesting of restricted stock units5,452 1 (1)Shares withheld relat

70、ed to net share settlementof equity awards(1,879)(275,965)(275,965)(275,965)Repurchases and retirement of common stock(5,939)(1)(916,328)(916,329)(916,329)Reissuance of treasury stock upon settlement ofequity awards 32 4,340(4,257)83 83 Stock-based compensation 701,735 701,735 701,735 Other comprehe

71、nsive income 2,841 2,841 2,841 Net loss (633,887)(633,887)(1,699)(635,586)BALANCEJuly 31,2024335,620$34(460)$(62,800)$9,822,965$(5,379)$(5,625,819)$4,129,001$8,587$4,137,588 Six Months Ended July 31,2023Class A Common StockTreasury StockAdditionalPaid-inCapitalAccumulatedOtherComprehensiveLossAccumu

72、latedDeficitTotal SnowflakeInc.StockholdersEquityNoncontrollingInterestTotalStockholdersEquitySharesAmountSharesAmountBALANCEJanuary 31,2023323,305$32$8,210,750$(38,272)$(2,716,074)$5,456,436$12,179$5,468,615 Issuance of common stock upon exerciseof stock options4,856 1 31,526 31,527 31,527 Issuance

73、 of common stock underemployee stock purchase plan312 37,065 37,065 37,065 Vesting of early exercised stock options 122 122 122 Vesting of restricted stock units3,499 Shares withheld related to net sharesettlement of equity awards(1,189)(188,905)(188,905)(188,905)Repurchases of common stock as treas

74、urystock (500)(68,299)(68,299)(68,299)Repurchases and retirement of commonstock(905)(123,395)(123,395)(123,395)Stock-based compensation 588,853 588,853 588,853 Other comprehensive income 6,028 6,028 6,028 Net loss (452,494)(452,494)(890)(453,384)BALANCEJuly 31,2023329,878$33(500)$(68,299)$8,679,411$

75、(32,244)$(3,291,963)$5,286,938$11,289$5,298,227 See accompanying notes to condensed consolidated financial statements.10Table of ContentsSNOWFLAKE INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)(unaudited)Six Months Ended July 31,20242023Cash flows from operating activities:Net los

76、s$(635,586)$(453,384)Adjustments to reconcile net loss to net cash provided by operating activities:Depreciation and amortization85,332 52,447 Non-cash operating lease costs27,568 25,653 Amortization of deferred commissions45,586 35,853 Stock-based compensation,net of amounts capitalized687,936 564,

77、231 Net accretion of discounts on investments(24,772)(32,992)Net realized and unrealized losses(gains)on strategic investments in equity securities27,203(2,895)Deferred income tax49(12,894)Other1,918 11,812 Changes in operating assets and liabilities,net of effects of business combinations:Accounts

78、receivable492,192 309,843 Deferred commissions(36,754)(40,992)Prepaid expenses and other assets33,347 46,916 Accounts payable91,425 17,469 Accrued expenses and other liabilities4,637 27,106 Operating lease liabilities(25,289)(16,023)Deferred revenue(349,459)(149,515)Net cash provided by operating ac

79、tivities425,333 382,635 Cash flows from investing activities:Purchases of property and equipment(21,562)(13,268)Capitalized internal-use software development costs(13,396)(17,215)Cash paid for business combinations,net of cash,cash equivalents,and restricted cash acquired(8,906)(264,571)Purchases of

80、 intangible assets(27,480)Purchases of investments(1,274,742)(1,725,964)Sales of investments40,797 7,266 Maturities and redemptions of investments1,511,458 1,780,061 Settlement of cash flow hedges(749)Net cash provided by(used in)investing activities232,900(261,171)Cash flows from financing activiti

81、es:Proceeds from exercise of stock options23,664 31,519 Proceeds from issuance of common stock under employee stock purchase plan46,735 37,065 Taxes paid related to net share settlement of equity awards(278,114)(182,710)Repurchases of common stock(916,329)(191,694)Net cash used in financing activiti

82、es(1,124,044)(305,820)Effect of exchange rate changes on cash,cash equivalents,and restricted cash(1,909)1,005 11Table of ContentsSix Months Ended July 31,20242023Net decrease in cash,cash equivalents,and restricted cash(467,720)(183,351)Cash,cash equivalents,and restricted cashbeginning of period1,

83、780,977 956,731 Cash,cash equivalents,and restricted cashend of period$1,313,257$773,380 Supplemental disclosures of non-cash investing and financing activities:Property and equipment included in accounts payable and accrued expenses$20,168$6,474 Stock-based compensation included in capitalized soft

84、ware development costs$17,141$24,622 Unpaid taxes related to net share settlement of equity awards included in accrued expenses and other current liabilities$4,719$6,249 Reconciliation of cash,cash equivalents,and restricted cash:Cash and cash equivalents$1,282,045$755,192 Restricted cashincluded in

85、 other assets and prepaid expenses and other current assets31,212 18,188 Total cash,cash equivalents,and restricted cash$1,313,257$773,380 See accompanying notes to condensed consolidated financial statements.12Table of ContentsSNOWFLAKE INC.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(unaud

86、ited)1.Organization and Description of BusinessSnowflake 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 insights,apply AI to solve business problems,build data applications,and share dat

87、a and data products.The Company provides its platform through a customer-centric,consumption-based businessmodel,only charging customers for the resources they use.Through its platform,the Company delivers the AI Data Cloud,a network where Snowflake customers,partners,developers,dataproviders,and da

88、ta 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 ofDelaware on July 23,2012.2.Basis of Presentation and Summary of Significant Accounting PoliciesFiscal YearThe Companys fiscal year en

89、ds on January 31.For example,references to fiscal 2025 refer to the fiscal year ending January 31,2025.Basis of PresentationThe accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of Am

90、erica(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 disclosuresnormally required in annual consolidated financial statements prepared in accordance with GAAP.Therefore,these unaudi

91、ted condensed consolidated financial statements should be read inconjunction with the audited consolidated financial statements and notes included in the Companys Annual Report on Form 10-K for the fiscal year ended January 31,2024,which was filedwith the SEC on March 26,2024.In managements opinion,

92、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 Companys financial position as of July 31,2024 and t

93、he results of operations for the three and six monthsended July 31,2024 and 2023,and cash flows for the six months ended July 31,2024 and 2023.The condensed balance sheet as of January 31,2024 was derived from the audited consolidatedfinancial statements but does not include all disclosures required

94、 by GAAP.The results of operations for the three and six months ended July 31,2024 are not necessarily indicative of the resultsto be expected for the full year or any other future interim or annual period.Principles of ConsolidationThe condensed consolidated financial statements include the account

95、s of Snowflake Inc.,its wholly-owned subsidiaries,and a majority-owned subsidiary in which the Company has acontrolling financial interest.All intercompany transactions and balances have been eliminated in consolidation.The Company records noncontrolling interest in its condensed consolidatedfinanci

96、al statements to recognize the minority ownership interest in its majority-owned subsidiary.Profits and losses of the majority-owned subsidiary are attributed to controlling andnoncontrolling interests using the hypothetical liquidation at book value method.Segment InformationThe Company has a singl

97、e operating and reportable segment.The Companys chief operating decision maker is its Chief Executive Officer,who reviews financial information presented on aconsolidated basis for purposes of making operating decisions,assessing financial performance,and allocating resources.For information regardi

98、ng the Companys revenue by geographic area,see Note 3,“Revenue,Accounts Receivable,Deferred Revenue,and Remaining Performance Obligations.”13Table of ContentsThe following table presents the Companys long-lived assets,comprising property and equipment,net and operating lease right-of-use assets,by g

99、eographic area(in thousands):July 31,2024January 31,2024United States$418,999$379,664 Other118,238 119,928 Total$537,237$499,592 _No individual country outside of the United States accounted for more than 10%of the Companys long-lived assets as of July 31,2024 and January 31,2024.Use of EstimatesThe

100、 preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in thecondensed consolidated financial statements and accompanying notes.Such estimates include,but are not limited to,stand-alon

101、e 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 le

102、ase right-of-use assets,stock-based compensation,accounting for income taxes,and the fair value of investments in marketable and non-marketablesecurities.The Company bases its estimates on historical experience and also on assumptions that management considers reasonable.These estimates are assessed

103、 on a regular basis;however,actualresults could differ from these estimates.Summary of Significant Accounting PoliciesThe Companys significant accounting policies are discussed in“Note 2 Basis of Presentation and Summary of Significant Accounting Policies”of the Companys Annual Report on Form10-K fo

104、r the fiscal year ended January 31,2024,which was filed with the SEC on March 26,2024.During the six months ended July 31,2024,the Company updated its revenue recognitionaccounting policy,as described below.This update was made due to the developments in the Companys business in connection with a ne

105、w product capability that became generally available tocustomers during the three months ended July 31,2024.Other than this update,there have been no significant changes to the Companys accounting policies.Revenue RecognitionThe Company accounts for revenue in accordance with Accounting Standards Co

106、dification(ASC)Topic 606,Revenue from Contracts with Customers(ASC 606)for all periods presented.The Company delivers its platform over the internet as a service.Customers choose to consume the platform under either capacity arrangements,in which customers commit to a certainamount of consumption at

107、 specified prices,or under on-demand arrangements,in which the Company charges for use of the platform monthly in arrears.Under capacity arrangements,fromwhich a majority of revenue is derived,the Company typically bills its customers annually in advance of their consumption.Revenue from on-demand a

108、rrangements typically relates to customerswith lower usage levels or overage consumption beyond a customers contracted usage amount under a capacity contract or following the expiration of a customers capacity contract.Revenuefrom on-demand arrangements represented approximately 2%of our revenue for

109、 each of the three and six months ended July 31,2024 and 2023.The Company recognizes revenue as customersconsume 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 avirtu

110、al private deployment.Deployment fees are recognized ratably over the contract term.Customers do not have the contractual right to take possession of the Companys platform.Pricing for the platform includes embedded support services,data backup and disaster recoveryservices,as well as future updates,

111、when and if available,offered during the contract term.(1)(1)14Table of ContentsCustomer contracts for capacity typically have a term of one to four years.To the extent customers enter into such contracts and either consume the platform in excess of their capacitycommitments or continue to use the p

112、latform after expiration of the contract term,they are charged for their incremental consumption.In many cases,customer contracts permit customers to rollover any unused capacity to a subsequent order,generally on the purchase of additional capacity.Customer contracts are generally non-cancelable du

113、ring the contract term,although customers can terminate for breach if the Company materially fails to perform.For those customers whodo not have a capacity arrangement,the Companys on-demand arrangements generally have a monthly stated contract term and can be terminated at any time by either the cu

114、stomer or theCompany.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 customers d

115、ata stored in the platform.For data transfer resources,consumption is based on terabytesof data transferred,the public cloud provider used,and the region to and from which the transfer is executed.The Companys revenue also includes professional services and other revenue,which consists primarily of

116、consulting,technical solution services,and training related to the platform.Professional services revenue is recognized over time based on input measures,including time and materials costs incurred relative to total costs,with consideration given to output measures,such as contract deliverables,when

117、 applicable.Other revenue consists primarily of fees from customer training delivered on-site or through publicly available classes.The Company determines revenue recognition in accordance with ASC 606 through the following five steps:1)Identify the contract with a customer.The Company considers the

118、 terms and conditions of the contracts and the Companys customary business practices in identifying its contracts underASC 606.The Company determines it has a contract with a customer when the contract has been approved by both parties,it can identify each partys rights regarding the services to bet

119、ransferred and the payment terms for the services,it has determined the customer to have the ability and intent to pay,and the contract has commercial substance.At contract inception,theCompany evaluates whether two or more contracts should be combined and accounted for as a single contract and whet

120、her the combined or single contract includes more than one performanceobligation.The Company applies judgment in determining the customers ability and intent to pay,which is based on a variety of factors,including the customers payment history or,in the caseof a new customer,credit and financial inf

121、ormation pertaining to the customer.2)Identify the performance obligations in the contract.Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that areboth capable of being distinct,whereby the customer can benefit from the ser

122、vice either on its own or together with other resources that are readily available from third parties or from theCompany,and are distinct in the context of the contract,whereby the transfer of the services is separately identifiable from other promises in the contract.Prior to June 2024,the Company

123、treated consumption of its platform for compute,storage,and data transfer resources as a single performance obligation because they were consumed bycustomers as a single,integrated offering.Each of compute,storage and data transfer worked together to drive consumption on the Companys platform.In Jun

124、e 2024,the Company made Iceberg tables generally available to its customers,enabling them to use the Snowflake platform for compute services without requiring storage.As a result,starting from June 2024,customers are allowed to select compute,storage,and data transfer resources separately,at their d

125、iscretion.Consequently,the Company treats the consumption of itsplatform for compute,storage,and data transfer resources as separate and distinct performance obligations.This change did not have a material impact on the Companys condensed consolidatedfinancial statements for any period presented.The

126、 Company treats its virtual private deployments for customers,professional services,technical solution services,and training each as a separate and distinct performance obligation.Somecustomers have negotiated an option to purchase additional capacity at a stated discount.These options generally do

127、not provide a material right as they are priced at the Companys SSP,asdescribed below,as the stated discounts are not incremental to the range of discounts typically given.15Table of Contents3)Determine the transaction price.The transaction price is determined based on the consideration the Company

128、expects to receive in exchange for transferring services to the customer.Variable consideration is included in the transaction price if,in the Companys judgment,it is probable that a significant future reversal of cumulative revenue recognized under the contract willnot occur.Variable consideration

129、is estimated based on expected value,primarily relying on the Companys history.In certain situations,the Company may also use the most likely amount as thebasis of its estimate.None of the Companys contracts contain a significant financing component.Revenue is recognized net of any taxes collected f

130、rom customers,which are subsequentlyremitted to governmental entities(e.g.,sales and other indirect taxes).4)Allocate the transaction price to performance obligations in the contract.If the contract contains a single performance obligation,the entire transaction price is allocated to the singleperfo

131、rmance obligation.Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative SSP basis.Thedetermination of a relative SSP for each distinct performance obligation requires judgment.The Company determines SSP for

132、 performance obligations based on an observable standalone sellingprice when it is available,as well as other factors,including the overall pricing objectives,which take into consideration market conditions and customer-specific factors,including a review ofinternal discounting tables,the services b

133、eing sold,the volume of capacity commitments,the estimated mix of compute,storage,and data transfer,and other factors.The observable standaloneselling price is established based on the price at which products and services are sold separately.If an SSP is not observable through past transactions,the

134、Company estimates it using availableinformation including,but not limited to,market data and other observable inputs.5)Recognize revenue when or as the Company satisfies a performance obligation.Revenue is recognized at the time the related performance obligation is satisfied by transferring theprom

135、ised service to a customer.Revenue is recognized when control of the services is transferred to the customers,in an amount that reflects the consideration that the Company expects toreceive in exchange for those services.The Company determined an output method for capacity arrangements to be the mos

136、t appropriate measure of progress because it most faithfully representswhen the value of the services is simultaneously received and consumed by the customer,and control is transferred.Virtual private deployment fees are recognized ratably over the term of thedeployment as the deployment service rep

137、resents a stand-ready performance obligation provided throughout the deployment term.Recently Issued Accounting Pronouncements Not Yet AdoptedIn November 2023,the FASB issued ASU 2023-07,Segment Reporting(Topic 280):Improvements to Reportable Segment Disclosures,which requires disclosure,on an annua

138、l and interimbasis,of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit and loss,and an amount forother segment items by reportable segment and a description of its composition.This guidance also

139、 requires disclosures on the title and position of the chief operating decision maker and anexplanation of how the chief operating decision maker uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources,and interimdisclosures of rep

140、ortable segments profit or loss and assets.This guidance is effective for the Company for its fiscal year beginning February 1,2024 and interim periods within its fiscal yearbeginning February 1,2025 on a retrospective basis.Early adoption is permitted.The Company is currently evaluating the impact

141、of the adoption of this guidance on its condensed consolidatedfinancial statements and disclosures.In December 2023,the FASB issued ASU 2023-09,Income Taxes(Topic 740):Improvements to Income Tax Disclosures,which requires annual disclosure on disaggregation of ratereconciliation categories and incom

142、e taxes paid by jurisdiction.This guidance is effective for the Company for its fiscal year beginning February 1,2025 on a prospective basis.Early adoptionand retrospective application are permitted.The Company is currently evaluating the impact of the adoption of this guidance on its condensed cons

143、olidated financial statements and disclosures.16Table of Contents3.Revenue,Accounts Receivable,Deferred Revenue,and Remaining Performance ObligationsDisaggregation of RevenueRevenue consists of the following(in thousands):Three Months Ended July 31,Six Months Ended July 31,2024202320242023Product re

144、venue$829,250$640,209$1,618,837$1,230,281 Professional services and other revenue39,573 33,809 78,695 67,336 Total$868,823$674,018$1,697,532$1,297,617 Revenue by geographic area,based on the location of the Companys customers(or end-customers under reseller arrangements),was as follows(in thousands)

145、:Three Months Ended July 31,Six Months Ended July 31,2024202320242023Americas:United States$663,630$516,367$1,295,671$999,356 Other Americas22,777 17,842 46,512 34,698 EMEA137,872 106,284 269,529 201,174 Asia-Pacific and Japan44,544 33,525 85,820 62,389 Total$868,823$674,018$1,697,532$1,297,617 _No

146、individual country in these areas represented more than 10%of the Companys revenue for all periods presented.Includes Europe,the Middle East,and Africa.Accounts Receivable,NetAs of July 31,2024 and January 31,2024,allowance for credit losses of$4.6 million and$2.5 million,respectively,was included i

147、n the Companys accounts receivable,net balance.Significant CustomersFor 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 asa single customer.As of July 31,2024 and Ja

148、nuary 31,2024,there were no customers that represented 10%or more of the Companys accounts receivable,net balance.Additionally,there wereno customers that represented 10%or more of the Companys revenue for each of the three and six months ended July 31,2024 and 2023.Deferred RevenueThe Company recog

149、nized$642.7 million and$524.0 million of revenue for the three months ended July 31,2024 and 2023,respectively,from the deferred revenue balances as of April 30,2024 and 2023,respectively.The Company recognized$1.2 billion and$896.4 million of revenue for the six months ended July 31,2024 and 2023,r

150、espectively,from the deferred revenue balances as of January 31,2024 and 2023,respectively.Remaining Performance ObligationsRemaining performance obligations(RPO)represent the amount of contracted future revenue that has not yet been recognized,including(i)deferred revenue and(ii)non-cancelablecontr

151、acted amounts that will be invoiced and recognized as revenue in future periods.The Companys RPO excludes performance obligations from on-demand arrangements as there are nominimum purchase commitments associated with these arrangements,and certain time and materials contracts that are billed in arr

152、ears.Portions of RPO that are not yet invoiced and aredenominated in foreign currencies are revalued into U.S.dollars each period based on the applicable period-end exchange rates.(1)(1)(2)(1)(1)(2)17As of July 31,2024,the Companys RPO was$5.2 billion,of which the Company expects approximately 50%to

153、 be recognized as revenue in the twelve months ending July 31,2025 basedon historical customer consumption patterns.However,the amount and timing of revenue recognition are generally dependent upon customers future consumption,which is inherently variableat customers discretion and can extend beyond

154、 the original contract term in cases where customers are permitted to roll over unused capacity to future periods,generally on the purchase ofadditional capacity at renewal.4.Cash Equivalents and InvestmentsThe following is a summary of the Companys cash equivalents,short-term investments,and long-t

155、erm investments on the condensed consolidated balance sheets(in thousands):July 31,2024AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesEstimatedFair ValueCash equivalents:Money market funds$636,041$636,041 U.S.government securities276,147 (2)276,145 Time deposits65,287 65,287 Commercial paper2

156、,348 2,348 Total cash equivalents979,823 (2)979,821 Investments:Corporate notes and bonds1,274,237 1,525(1,682)1,274,080 U.S.government and agency securities672,427 346(2,427)670,346 Commercial paper443,345 40(226)443,159 Certificates of deposit258,208 108(33)258,283 Total investments2,648,217 2,019

157、(4,368)2,645,868 Total cash equivalents and investments$3,628,040$2,019$(4,370)$3,625,689 January 31,2024AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesEstimatedFair ValueCash equivalents:U.S.government securities$742,235$1$(2)$742,234 Money market funds533,211 533,211 Time deposits56,263 56,

158、263 Total cash equivalents1,331,709 1(2)1,331,708 Investments:Corporate notes and bonds1,549,151 1,959(3,394)1,547,716 U.S.government and agency securities877,496 574(4,653)873,417 Commercial paper353,525 154(131)353,548 Certificates of deposit224,869 271(15)225,125 Total investments3,005,041 2,958(

159、8,193)2,999,806 Total cash equivalents and investments$4,336,750$2,959$(8,195)$4,331,514 The Company included$21.2 million and$24.2 million of interest receivable in prepaid expenses and other current assets on the condensed consolidated balance sheets as of July 31,2024and January 31,2024,respectiv

160、ely.The Company did not recognize an allowance for credit losses against interest receivable as of July 31,2024 and January 31,2024 because such potentiallosses were not material.18Table of ContentsAs of July 31,2024,the contractual maturities of the Companys available-for-sale marketable debt secur

161、ities did not exceed 36 months.The estimated fair values of available-for-salemarketable debt securities,classified as short-term or long-term investments on the Companys condensed consolidated balance sheets,by remaining contractual maturity,are as follows(inthousands):July 31,2024EstimatedFair Val

162、ueDue within 1 year$1,948,462 Due in 1 year to 3 years697,406 Total$2,645,868 The following tables show the fair values of,and the gross unrealized losses on,the Companys available-for-sale marketable debt securities,classified by the length of time that thesecurities have been in a continuous unrea

163、lized loss position and aggregated by investment type,on the condensed consolidated balance sheets(in thousands):July 31,2024Less than 12 Months12 Months or GreaterTotalFair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLossesCash equivalents:U.S.government securi

164、ties$179,497$(2)$179,497$(2)Commercial paper2,348 2,348 Total cash equivalents181,845(2)181,845(2)Investments:Corporate notes and bonds527,359(807)276,449(875)803,808(1,682)U.S.government and agency securities122,169(174)333,091(2,253)455,260(2,427)Commercial paper316,822(226)316,822(226)Certificate

165、s of deposit45,260(33)45,260(33)Total investments1,011,610(1,240)609,540(3,128)1,621,150(4,368)Total cash equivalents and investments$1,193,455$(1,242)$609,540$(3,128)$1,802,995$(4,370)19Table of ContentsJanuary 31,2024Less than 12 Months12 Months or GreaterTotalFair ValueGrossUnrealizedLossesFair V

166、alueGrossUnrealizedLossesFair ValueGrossUnrealizedLossesCash equivalents:U.S.government securities$338,893$(2)$338,893$(2)Total cash equivalents338,893(2)338,893(2)Investments:Corporate notes and bonds625,766(1,259)321,952(2,135)947,718(3,394)U.S.government and agency securities525,408(1,323)191,863

167、(3,330)717,271(4,653)Commercial paper172,422(131)172,422(131)Certificates of deposit71,813(15)71,813(15)Total investments1,395,409(2,728)513,815(5,465)1,909,224(8,193)Total cash equivalents and investments$1,734,302$(2,730)$513,815$(5,465)$2,248,117$(8,195)For available-for-sale marketable debt secu

168、rities with unrealized loss positions,the Company does not intend to sell these securities and it is more likely than not that the Company will holdthese securities until maturity or a recovery of the cost basis.The decline in fair values of these securities due to credit related factors was not mat

169、erial as of July 31,2024 and January 31,2024.See Note 5,“Fair Value Measurements,”for information regarding the Companys strategic investments.5.Fair Value MeasurementsFair 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 order

170、ly 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 as

171、sets 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 orliability.Level 3 Inputs:Unobs

172、ervable 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 islittle,if any,market activity for the asset or liability at the measurement date.20Table of ContentsThe following table present

173、s the fair value hierarchy for the Companys assets and liabilities measured at fair value on a recurring basis as of July 31,2024(in thousands):Level 1Level 2TotalAssets:Cash equivalents:Money market funds$636,041$636,041 U.S.government securities 276,145 276,145 Time deposits 65,287 65,287 Commerci

174、al paper 2,348 2,348 Short-term investments:Corporate notes and bonds 770,287 770,287 U.S.government and agency securities 488,432 488,432 Commercial paper 443,159 443,159 Certificates of deposit 246,584 246,584 Long-term investments:Corporate notes and bonds 503,793 503,793 U.S.government and agenc

175、y securities 181,914 181,914 Certificates of deposit 11,699 11,699 Derivative assets:Foreign currency forward contracts 1,075 1,075 Total assets$636,041$2,990,723$3,626,764 Liabilities:Derivative liabilities:Foreign currency forward contracts$(565)$(565)Total liabilities$(565)$(565)21Table of Conten

176、tsThe following table presents the fair value hierarchy for the Companys assets and liabilities measured at fair value on a recurring basis as of January 31,2024(in thousands):Level 1Level 2TotalAssets:Cash equivalents:U.S.government securities$742,234$742,234 Money market funds533,211 533,211 Time

177、deposits 56,263 56,263 Short-term investments:Corporate notes and bonds 939,727 939,727 U.S.government and agency securities 573,780 573,780 Commercial paper 353,548 353,548 Certificates of deposit 216,444 216,444 Long-term investments:Corporate notes and bonds 607,989 607,989 U.S.government and age

178、ncy securities 299,637 299,637 Certificates of deposit 8,681 8,681 Derivative assets:Foreign currency forward contracts 60 60 Total assets$533,211$3,798,363$4,331,574 Liabilities:Derivative liabilities:Foreign currency forward contracts$(745)$(745)Total liabilities$(745)$(745)The Company determines

179、the fair value of its security holdings based on pricing from the Companys 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

180、 quoted prices that are observable either directly orindirectly(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,brokerand dealer quotes,as well as other relevant economic me

181、asures.Strategic InvestmentsThe tables above do not include the Companys strategic investments,which consist primarily of(i)non-marketable equity securities recorded at cost minus impairment,if any,and adjustedfor observable transactions for the same or similar investments of the same issuer(referre

182、d to as the Measurement Alternative),and(ii)marketable equity securities.The Companys 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 fairvalue hierarchy because significant unob

183、servable 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 anobservable transaction price or other unobservable inputs,including the volatility,rights,and obligations of the securities the Company holds.The

184、Companys marketable equity securities arerecorded 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.22Table of ContentsThe following table presents the Companys strategic investments by type(in thousands

185、):July 31,2024January 31,2024Equity securities:Non-marketable equity securities under Measurement Alternative$295,506$190,238 Non-marketable equity securities under equity method5,436 5,307 Marketable equity securities13,255 37,320 Debt securities:Non-marketable debt securities1,750 1,500 Total stra

186、tegic investmentsincluded in other assets$315,947$234,365 The following table summarizes the gains and losses associated with the Companys strategic investments in equity securities(in thousands):Three Months Ended July 31,Six Months Ended July 31,2024202320242023Unrealized losses on non-marketable

187、equity securities under MeasurementAlternative:Impairments$(7,158)$(2,101)$(25,911)$(2,101)Net unrealized gains(losses)on marketable equity securities650 7,410(3,005)4,996 Net unrealized gains(losses)on strategic investments in equity securities(6,508)5,309(28,916)2,895 Net realized gains on marketa

188、ble equity securities sold 1,713 Totalincluded in other income(expense),net$(6,508)$5,309$(27,203)$2,895 _Represents the difference between the sale proceeds and the carrying value of the securities at the beginning of the period or the purchase date,if later.The cumulative upward adjustments and th

189、e cumulative impairments to the carrying value of the non-marketable equity securities accounted for using the Measurement Alternative held bythe Company as of July 31,2024 were$37.1 million and$67.0 million,respectively.(1)(1)23Table of Contents6.Property and Equipment,NetProperty and equipment,net

190、 consisted of the following(in thousands):July 31,2024January 31,2024Leasehold improvements$96,573$67,804 Computers,equipment,and software46,586 29,859 Furniture and fixtures24,211 17,593 Capitalized internal-use software development costs176,321 93,222 Construction in progresscapitalized internal-u

191、se software development costs24,671 78,737 Construction in progressother3,926 34,890 Total property and equipment,gross372,288 322,105 Less:accumulated depreciation and amortization(107,510)(74,641)Total property and equipment,net$264,778$247,464 _Includes$52.7 million and$30.0 million of accumulate

192、d amortization related to capitalized internal-use software development costs as of July 31,2024 and January 31,2024,respectively.Depreciation and amortization expense was$21.2 million and$38.0 million for the three and six months ended July 31,2024,respectively.Included in these amounts were the am

193、ortizationof capitalized internal-use software development costs of$13.3 million and$24.2 million for the three and six months ended July 31,2024,respectively.Depreciation and amortization expense was$8.5 million and$16.1 million for the three and six months ended July 31,2023,respectively.Included

194、in these amounts were the amortization ofcapitalized internal-use software development costs of$3.9 million and$7.4 million for the three and six months ended July 31,2023,respectively.During the six months ended July 31,2023,the Company recognized impairment charges of$7.1 million related to its ca

195、pitalized internal-use software development costs previouslyincluded in construction in-progress that were no longer probable of being completed.Such impairment charges were recorded as research and development expenses on the condensedconsolidated statements of operations.No impairment charge was r

196、ecognized during the six months ended July 31,2024.7.Business CombinationsFiscal 2025During the three months ended July 31,2024,the Company acquired certain technology assets and hired key employees from a privately-held company for$10.8 million in cash.TheCompany has accounted for this transaction

197、as a business combination.In allocating the aggregate purchase consideration based on the estimated fair values,the Company recorded$2.5 millionas a developed technology intangible asset(to be amortized over an estimated useful life of five years),and$8.3 million as goodwill,which is deductible for

198、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 associatedwith this business combination is primarily attributed to the assembled workforce and expected sy

199、nergies arising from the acquisition.Acquisition-related costs,recorded as general and administrative expenses,associated with this business combination were not material during the six months ended July 31,2024.From the date of acquisition through July 31,2024,revenue attributable to this acquired

200、company,included in the Companys condensed consolidated statements of operations for the threeand six months ended July 31,2024 was not material.It was impracticable to determine the effect on the Companys net loss attributable to this acquired company as its operation has beenintegrated into the Co

201、mpanys ongoing operations since the date of acquisition.(1)(1)24Table of ContentsFiscal 2024Neeva Inc.During the three months ended July 31,2023,the Company acquired all outstanding stock of Neeva Inc.and its equity investee(collectively,Neeva),for$185.4 million in cash.TheCompany acquired Neeva pri

202、marily for its talent and developed technology.The Company has accounted for this transaction as a business combination.The purchase consideration was preliminarily allocated to assets acquired and liabilities assumed based on their respective estimated fair values as of the date of acquisition.Duri

203、ng each ofthe three months ended July 31,2024 and January 31,2024,the Company recorded measurement period adjustments which did not have material impacts on goodwill.The allocation of purchaseconsideration,inclusive of measurement period adjustments,was as follows:Estimated Fair Value(in thousands)E

204、stimated Useful Life(in years)Cash and cash equivalents$43,968 Goodwill62,931 Developed technology intangible assets83,000 5Other net tangible liabilities(759)Deferred tax liabilities,net(3,713)Total$185,427 _Deferred tax liabilities,net primarily relates to the intangible asset acquired and the amo

205、unt presented is net of deferred tax assets.The fair values 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 andresources required,as well as a theoretical profit margin and opportunity c

206、ost.The excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill,which is not deductible for income tax purposes.The Companybelieves the goodwill balance associated with this business combination represents the synergies expected from expande

207、d market opportunities when integrating the acquired developedtechnologies with the Companys 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 Corporati

208、on)(Mountain),a privately-held company whichprovided a suite of tools for efficiently migrating databases to the AI Data Cloud,for$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 combina

209、tion.(1)(1)25Table of ContentsThe purchase consideration was allocated to assets acquired and liabilities assumed based on their respective estimated fair values.The allocation of purchase consideration,inclusive ofmeasurement period adjustments,was as follows:Estimated Fair Value(in thousands)Estim

210、ated Useful Life(in years)Cash and cash equivalents$11,594 Goodwill46,426 Developed technology intangible asset33,000 5Other net tangible liabilities(6,623)Deferred tax liabilities,net(8,136)Total$76,261 _Deferred tax liabilities,net primarily relates to the intangible asset acquired and the amount

211、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 resourcesrequired,as well as a theoretical profit margin and opportunity cost.The

212、 excess of purchase consideration over the fair values of identifiable net assets acquired was recorded as goodwill,which is not deductible for income tax purposes.The Companybelieves the goodwill balance associated with this business combination represents the synergies expected from strengthening

213、enablement capabilities and the acceleration of legacy migrations tothe AI Data Cloud,as well as expanding the Companys professional services footprint.LeapYear Technologies,Inc.On February 10,2023,the Company acquired all outstanding stock of LeapYear Technologies,Inc.(LeapYear),a privately-held co

214、mpany which provided 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.The purchase consideration was allocated to assets acquired and liabi

215、lities assumed based on their respective estimated fair values.The allocation of purchase consideration,inclusive ofmeasurement period adjustments,was as follows:Estimated Fair Value(in thousands)Estimated Useful Life(in years)Cash,cash equivalents,and restricted cash$3,563 Goodwill9,029 Developed t

216、echnology intangible asset53,000 5Other net tangible liabilities(1,434)Deferred tax liabilities,net(2,150)Total$62,008 _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 in

217、tangible asset was estimated using the replacement cost method,which utilizes assumptions for the cost to replace it,such as time and resourcesrequired,as well as a theoretical profit margin and opportunity cost.The excess of purchase consideration over the fair values of identifiable net assets acq

218、uired was recorded as goodwill,which is not deductible for income tax purposes.The Companybelieves the goodwill balance associated with this business combination represents the synergies expected from expanded market opportunities when integrating the acquired developedtechnologies with the Companys

219、 offerings.(1)(1)(1)(1)26Table of ContentsAcquisition-related costs,recorded as general and administrative expenses,associated with each of the business combinations above were not material during the six months ended July 31,2023.Unaudited Pro Forma Financial InformationThe following unaudited pro

220、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 FormaThree Months Ended July 31,Six Months Ended July 31,2023202220232022(unaudited)Revenue$674,156$497,261$1,297,863$919,640 Net l

221、oss$(244,992)$(254,014)$(499,999)$(437,835)The pro forma financial information presented above has been calculated after adjusting the results of operations of Neeva to reflect certain business combination effects,including theamortization of the acquired intangible asset,stock-based compensation,in

222、come tax impact,and acquisition-related costs incurred by both the Company and Neeva as though this businesscombination occurred as of February 1,2022,the beginning of the Companys fiscal 2023.The historical condensed consolidated financial information has been adjusted in the pro formacombined fina

223、ncial results to give effect to pro forma events that are directly attributable to the business combination,reasonably estimable,and factually supportable.The pro forma financialinformation is for informational purposes only and is not indicative of the results of operations that would have been ach

224、ieved if this business combination had taken place as of February 1,2022.Pro forma financial information for the Mountain,LeapYear,and fiscal 2025 business combinations has not been presented,as the effects of each were not material to the Companyscondensed consolidated financial statements.8.Intang

225、ible Assets and GoodwillIntangible Assets,NetIntangible assets,net consisted of the following(in thousands):July 31,2024GrossAccumulated AmortizationNetFinite-lived intangible assets:Developed technology$242,296$(68,216)$174,080 Developer community154,900(70,872)84,028 Assembled workforce55,732(29,8

226、99)25,833 Patents8,874(7,103)1,771 Total finite-lived intangible assets$461,802$(176,090)$285,712 Indefinite-lived intangible assetstrademarks826 Total intangible assets,net$286,538 27Table of ContentsJanuary 31,2024GrossAccumulated AmortizationNetFinite-lived intangible assets:Developed technology$

227、243,596$(47,919)$195,677 Developer community154,900(55,442)99,458 Assembled workforce55,732(22,945)32,787 Patents8,874(6,211)2,663 Total finite-lived intangible assets$463,102$(132,517)$330,585 Indefinite-lived intangible assetstrademarks826 Total intangible assets,net$331,411 During the three and s

228、ix months ended July 31,2024,the cost and accumulated amortization of a fully amortized intangible asset were removed from the Companys condensed consolidatedbalance sheet,as the asset was no longer in use.Amortization expense of intangible assets was$23.9 million and$47.3 million for the three and

229、six months ended July 31,2024,respectively,and$20.8 million and$36.4 million for thethree and six months ended July 31,2023,respectively.As of July 31,2024,future amortization expense is expected to be as follows(in thousands):AmountFiscal Year Ending January 31,Remainder of 2025$47,759 202689,013 2

230、02784,860 202852,295 202911,633 Thereafter152 Total$285,712 GoodwillChanges in goodwill were as follows(in thousands):AmountBalanceJanuary 31,2024$975,906 Additions and measurement period adjustments8,170 BalanceJuly 31,2024$984,076 _Includes measurement period adjustments related to the preliminary

231、 fair values of the assets acquired and liabilities assumed in business combinations.These adjustments did not have a material impact on goodwill.See Note 7,“BusinessCombinations,”for further details.(1)(1)28Table of Contents9.Accrued Expenses and Other Current LiabilitiesAccrued expenses and other

232、current liabilities consisted of the following(in thousands):July 31,2024January 31,2024Accrued compensation$206,486$205,056 Accrued third-party cloud infrastructure expenses63,087 48,571 Liabilities associated with sales,marketing and business development programs37,836 39,571 Employee contribution

233、s under employee stock purchase plan37,502 40,641 Accrued taxes17,446 37,108 Accrued purchases of property and equipment10,456 4,508 Employee payroll tax withheld on employee stock transactions10,224 22,479 Accrued professional services8,709 9,274 Other57,180 39,652 Total accrued expenses and other

234、current liabilities$448,926$446,860 10.Commitments and ContingenciesOperating LeasesThe Company leases its facilities for office space under non-cancelable operating leases with various expiration dates through fiscal 2039.Certain lease agreementsinclude options to renew or terminate the lease,which

235、 are not reasonably certain to be exercised and therefore are not factored into the determination of lease payments.In May 2024,the Company entered into a lease agreement for a new office facility located in the United States with a total commitment of$95.6 million,net of tenant incentives to berece

236、ived.The lease commenced during the three months ended July 31,2024,with an expiration date in fiscal 2039,and resulted in an increase of$35.2 million and$38.3 million in theCompanys operating lease right-of-use assets and operating lease liabilities,respectively.In addition,the Company subleases ce

237、rtain of its unoccupied facilities to third parties with various expiration dates through fiscal 2030.Such subleases have all been classified as operatingleases.Sublease income is recorded as a reduction to the Companys operating lease costs.Sublease income was$1.9 million and$4.3 million for the th

238、ree and six months ended July 31,2024,respectively,and$3.1 million and$6.2 million for the three and six months ended July 31,2023,respectively.Other Contractual CommitmentsOther contractual commitments relate mainly to third-party cloud infrastructure agreements and subscription arrangements used t

239、o facilitate theCompanys operations at the enterprise level.There were no material contractual obligations that were entered into during the six months ended July 31,2024 that were outside the ordinarycourse of business.401(k)PlanThe Company sponsors a 401(k)defined contribution plan covering all el

240、igible U.S.employees.Contributions to the 401(k)plan are discretionary.The Company did not makeany matching contributions to the 401(k)plan for each of the three and six months ended July 31,2024 and 2023.Legal MattersOn March 23,2021,a former employee filed a charge with the National Labor Relation

241、s Board(the NLRB)claiming that he was terminated in retaliation for engaging inconcerted 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 issuedhis ruling in favor of the former empl

242、oyee and ordered that he be awarded certain compensatory and other damages.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 anestimate of the potential range of loss is

243、 between zero and$25 million,plus interest.No material loss accrual was recorded as of July 31,2024 and January 31,2024,because managementbelieves the likelihood of material loss resulting from this charge is not probable given the further appellate proceedings that are due to take place.29Table of

244、ContentsIn 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 theultimate outcome of these matters,the Company believes that none of its current legal proceedings will have

245、 a material adverse effect on its financial position,results of operations,or cash flows.Letters of CreditAs of July 31,2024,the Company had a total of$17.5 million in cash collateralized letters of credit outstanding,substantially in favor of certain landlords for theCompanys leased facilities.Thes

246、e letters of credit renew annually and expire at various dates through fiscal 2033.IndemnificationThe Company enters into indemnification provisions under agreements with other parties in the ordinary course of business,including business partners,investors,contractors,customers,and the Companys off

247、icers,non-employee directors,and certain employees.The Company has agreed to indemnify and defend the indemnified party for claims andrelated losses suffered or incurred by the indemnified party from actual or threatened third-party claims due to the Companys activities or non-compliance with certai

248、n representations andwarranties made by the Company.It is not possible to determine the maximum potential loss under these indemnification provisions due to the Companys limited history of prior indemnificationclaims and the unique facts and circumstances involved in each particular provision.For ea

249、ch of the three and six months ended July 31,2024 and 2023,losses recorded in the condensedconsolidated statements of operations in connection with the indemnification provisions were not material.11.EquityCommon StockThe Company had reserved shares of common stock for future issuance as follows(in

250、thousands):July 31,2024January 31,20242012 Equity Incentive Plan:Options outstanding23,480 26,767 Restricted stock units outstanding123 789 2020 Equity Incentive Plan:Options outstanding1,617 602 Restricted stock units outstanding22,309 20,168 Shares available for future grants70,086 59,371 2020 Emp

251、loyee Stock Purchase Plan:Shares available for future grants16,759 13,764 Total shares of common stock reserved for future issuance134,374 121,461 Stock Repurchase Program and Treasury StockIn February 2023,the Companys board of directors authorized a stock repurchase program of up to$2.0 billion of

252、 its outstanding Class Acommon 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 transactionsin accordance with applicable securities laws.The timing and amount of any repurchases w

253、ill be determined by management based on an evaluation of market conditions and other factors.Theprogram 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 Companysdiscretion.In August 2024,the

254、 Companys board of directors authorized the repurchase of an additional$2.5 billion of its outstanding common stock and extended the expiration date of the stockrepurchase program from March 2025 to March 2027.30Table of ContentsThe following table summarizes the stock repurchase activity under the

255、Companys stock repurchase program(in thousands,except per share data):Three Months Ended July 31,Six Months Ended July 31,2024202320242023Number of shares repurchased2,957 5,939 1,405 Weighted-average price per share$135.29$154.30$136.39 Aggregate purchase price$400,000$916,329$191,694 _Includes tra

256、nsaction costs associated with the repurchases.As of July 31,2024,$491.9 million remained available for future stock repurchases under the stock repurchase program,which does not take into account the additional$2.5 billion ofrepurchase amount authorized in August 2024.The first 0.5 million shares r

257、epurchased during the six months ended July 31,2023 were recorded in treasury stock as a reduction to thestockholders equity on the condensed consolidated balance sheets.All shares of Class A common stock subsequently repurchased were retired.Upon retirement,the par value of the commonstock repurcha

258、sed 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 PlansThe Companys 2020 Equity Incentive Plan(2020 P

259、lan),which became effective in connection with its Initial Public Offering(IPO),provides for the grant ofincentive stock options,nonqualified stock options,stock appreciation rights,restricted stock awards,restricted stock unit awards(RSUs),performance awards and other forms of equitycompensation(co

260、llectively,equity awards).All shares that remain available for future grants are under the 2020 Plan.The Companys 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.The2012 Plan was terminated in

261、 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

262、 the 2012 Plan,an equal number of shares ofClass A common stock will become available for grant under the 2020 Plan.No further equity awards will be granted under the 2012 Plan.The Companys 2020 Employee Stock Purchase Plan(2020 ESPP),which became effective in connection with the IPO,authorizes the

263、issuance of shares of common stock pursuant topurchase 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 initialoffering period began on September 15,2020 and ended on February

264、26,2021.The second offering period began on March 1,2021 and ended on September 14,2021.On February 1,2024,the shares available for grant under the 2020 Plan and the 2020 ESPP were automatically increased by 16.7 million shares and 3.3 million shares,respectively,pursuantto the annual evergreen incr

265、ease provisions under the 2020 Plan and the 2020 ESPP.Stock OptionsStock 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 thedate of grant.Certain stock options granted under the 2012 Plan

266、 are exercisable at any time following the date of grant and expire ten years from the date of grant.(1)(1)(1)31Table of ContentsA summary of stock option activity during the six months ended July 31,2024 is as follows:Number of Shares(in thousands)Weighted-AverageExercise PriceWeighted-AverageRemai

267、ning ContractualLife(in years)AggregateIntrinsic Value(in thousands)BalanceJanuary 31,202427,369$12.35 5.0$5,023,664 Granted960$163.04 Exercised(1,379)$7.69 Canceled(92)$3.75 BalanceApril 30,202426,858$18.01 4.8$3,723,873 Granted77$164.78 Exercised(1,816)$7.14 Canceled(22)$207.56 BalanceJuly 31,2024

268、25,097$19.07 4.6$2,872,192 Vested and exercisable as of July 31,202423,914$11.52 4.5$2,872,130 The weighted-average grant-date fair value of options granted during the six months ended July 31,2024 was$79.16 per share.No options were granted during the six months ended July 31,2023.The intrinsic val

269、ue of options exercised in the six months ended July 31,2024 and 2023 was$467.8 million and$736.7 million,respectively.The aggregate grant-date fair value of optionsthat vested during the six months ended July 31,2024 and 2023 was$15.8 million and$28.3 million,respectively.Equity-Classified RSUsRSUs

270、 granted under the 2012 Plan are equity-classified and had both service-based and performance-based vesting conditions,of which the performance-basedvesting condition was satisfied upon the effectiveness of the IPO in September 2020.The service-based vesting condition for these awards is typically s

271、atisfied over four years with a cliff vestingperiod of one year and continued vesting quarterly thereafter.Stock-based compensation associated with RSUs granted under the 2012 Plan was recognized using an accelerated attributionmethod from the time it was deemed probable that the vesting condition w

272、as met through the time the service-based vesting condition had been achieved.Equity-classified RSUs granted under the 2020 Plan include those that only contain a service-based vesting condition that is typically satisfied over four years,and the related stock-basedcompensation for these RSUs is rec

273、ognized on a straight-line basis over the requisite service period.In addition,under the 2020 Plan,the Company granted 0.8 million and 0.5 million equity-classified RSUs(Leadership PRSUs)to its executive officers and certain other members of its senior leadership team during the six months ended Jul

274、y 31,2024 and 2023,respectively.TheseLeadership PRSUs were granted at 120%of the target number of these awards,representing the maximum number of Leadership PRSUs that may be eligible to vest over their full term,and haveboth service-based and performance-based vesting conditions.The service-based v

275、esting condition for these Leadership PRSUs is typically satisfied over four years with a cliff vesting period ofone year and continued vesting quarterly thereafter.The performance-based vesting condition is satisfied upon the achievement of certain Company annual performance targets set by thecompe

276、nsation committee of the board of directors of the Company.The ultimate number of the Leadership PRSUs eligible to vest ranges between 0%to 120%of the target number of theLeadership PRSUs based on the weighted-average achievement of such Company annual performance metrics for the respective fiscal y

277、ear.Stock-based compensation associated with theseLeadership PRSUs is recognized using an accelerated attribution method over the requisite service period,based on the Companys periodic assessment of the probability that the performancecondition will be achieved.Stock-based compensation recognized f

278、or these Leadership PRSUs was$8.7 million and$21.2 million for the three and six months ended July 31,2024,respectively,and$6.3 million and$10.1 million for the three and six months ended July 31,2023,respectively.32Table of ContentsA summary of equity-classified RSUs activity during the six months

279、ended July 31,2024 is as follows:Number of Shares(in thousands)Weighted-Average Grant DateFair Valueper ShareUnvested BalanceJanuary 31,202419,575$169.82 Granted5,869$167.74 Vested(3,202)$162.47 Forfeited(533)$168.85 Performance adjustment(50)$139.58 Unvested BalanceApril 30,202421,659$170.44 Grante

280、d2,408$141.61 Vested(2,272)$172.52 Forfeited(748)$167.94 Unvested BalanceJuly 31,202421,047$167.01 _Represents an adjustment in the number of shares outstanding,with regards to Leadership PRSUs granted during the six months ended July 31,2023,based on the actual achievement of the associated Company

281、 annual performance targetsfor fiscal 2024.Liability-Classified RSUsDuring the fourth quarter of fiscal 2024,in connection with a business combination,the Company agreed to grant,under the 2020 Plan,RSUs that contain bothpost-combination service-based and performance-based vesting conditions(Acquisi

282、tion PRSUs)to eligible existing or future employees,subject to a maximum total number of approximately 1.7million shares.The post-combination service-based vesting condition for these Acquisition PRSUs is satisfied over four years with a cliff vesting period of one year and continued vestingquarterl

283、y thereafter.The performance-based vesting condition is contingent on the achievement of certain performance metric over the twelve-month period ending January 31,2027.AcquisitionPRSUs will vest when both service-based and performance-based conditions are satisfied.The ultimate number of Acquisition

284、 PRSUs eligible to vest is determined based on the actualachievement of the performance metric,which takes into account certain factors including the Companys stock price and market capitalization.Once granted,Acquisition PRSUs are initially liability-classified and recorded in other liabilities on

285、the Companys condensed consolidated balance sheets,as the monetary value of theobligation under each potential outcome of the performance condition is predominantly based on a fixed monetary amount known at inception and will be settled in a variable number of shares.Subsequently,these awards are re

286、measured to the fair value at each reporting date until the number of Acquisition PRSUs eligible to vest is fixed,at which time these awards will be reclassifiedto equity.Stock-based compensation associated with these awards is recognized based on the probable outcome of the performance condition,us

287、ing an accelerated attribution method over therequisite service period,with a cumulative catch-up adjustment recognized for changes in the fair value estimated at each reporting date.As of July 31,2024 and January 31,2024,the liabilitiesassociated with these Acquisition PRSUs were$3.8 million and$0.

288、5 million,respectively.Stock-based compensation recognized for these Acquisition PRSUs was not material for each of thethree and six months ended July 31,2024.A summary of liability-classified RSUs activity during the six months ended July 31,2024 is as follows:Number of Shares(in thousands)Unvested

289、 BalanceJanuary 31,2024 and April 30,20241,382 Granted3 Unvested BalanceJuly 31,20241,385 _Represents the maximum number of Acquisition PRSUs that may be eligible to vest with respect to these awards over their full term.Restricted Common StockFrom time to time,the Company has granted restricted com

290、mon stock outside of the Plans.Restricted common stock is not deemed to be outstanding foraccounting purposes until it vests.(1)(1)(1)(1)33Table of ContentsA summary of restricted common stock activity during the six months ended July 31,2024 is as follows:Outside of the PlansNumber of Shares(in tho

291、usands)Weighted-Average Grant DateFair Valueper ShareUnvested BalanceJanuary 31,2024671$209.15 Vested(146)$223.42 Unvested BalanceApril 30,2024525$205.15 Vested(25)$194.28 Unvested BalanceJuly 31,2024500$205.68 Stock-Based CompensationThe following table summarizes the assumptions used in estimating

292、 the fair values of stock options granted to employees during the three and six monthsended July 31,2024:Three Months Ended July 31,2024Six Months Ended July 31,2024Expected term(in years)6.04.8-6.0Expected volatility56.6%56.6%-56.7%Risk-free interest rate4.4%4.2%-4.4%Expected dividend yield%In addi

293、tion,for the stock option granted during the three months ended April 30,2024,the shares to be issued upon exercise are subject to a one-year holding period.As such,the Companyapplied a 7.6%discount for lack of marketability to the fair value estimated using the Black-Scholes option-pricing model,ba

294、sed on the assumptions included in the table above.No stock options were granted during each of the three and six months ended July 31,2023.The following table summarizes the assumptions used in estimating the fair value of employee stock purchase rights granted under the 2020 ESPP during the six mo

295、nths ended July 31,2024and 2023:Six Months Ended July 31,20242023Expected term(in years)0.50.5Expected volatility49.6%71.3%Risk-free interest rate5.4%4.7%Expected dividend yield%No employee stock purchase rights were granted during each of the three months ended July 31,2024 and 2023.Expected termFo

296、r stock options considered to be“plain vanilla”options,the Company estimates the expected term based on the simplified method,which is essentially the weightedaverage of the vesting period and contractual term,as the Companys historical option exercise experience does not provide a reasonable basis

297、upon which to estimate the expected term.Theexpected term for employee stock purchase rights granted under the 2020 ESPP(ESPP Rights)approximates the offering period.Expected volatilityIn fiscal 2023 and 2024,the Company used the average volatility of its Class A common stock and the stocks of a pee

298、r group of representative public companies todevelop an expected volatility assumption.During the six months ended July 31,2024,the Company began using the average of(i)the historical volatility of its Class A common stock,and(ii)the implied volatility from publicly traded options on its Class A com

299、mon stock to develop an expected volatility assumption.Risk-free interest rateRisk-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 ineffect at the time of grant.34Table of ContentsExpecte

300、d dividend yieldBecause 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 stockSince the completion of the IPO,the fair value of the Companys common stock is determined by the closing price,on the

301、 date of grant,of itscommon stock,which is traded on the New York Stock Exchange.The following table summarizes the assumptions used in estimating the fair value of liability-classified Acquisition PRSUs as of July 31,2024 and January 31,2024:July 31,2024January 31,2024Expected volatility58.0%60.0%R

302、isk-free interest rate4.2%4.0%Expected volatilityIn fiscal 2024,expected volatility was estimated based on the historical volatility of the Companys Class A common stock.During the six months ended July 31,2024,the Company began using the average of(i)the historical volatility of its Class A common

303、stock,and(ii)the implied volatility from publicly traded options on its Class A common stock todevelop an expected volatility assumption.Risk-free interest rateRisk-free rate is estimated based upon quoted market yields for the United States Treasury debt securities for a term that approximates the

304、period from the reportingdate to January 31,2027.Stock-based compensation included in the condensed consolidated statements of operations was as follows(in thousands):Three Months Ended July 31,Six Months Ended July 31,2024202320242023Cost of revenue$34,815$32,302$67,223$62,764 Sales and marketing80

305、,676 78,838 154,083 151,133 Research and development204,917 163,005 399,589 299,422 General and administrative35,592 25,577 67,041 50,912 Stock-based compensation,net of amounts capitalized356,000 299,722 687,936 564,231 Capitalized stock-based compensation7,846 12,903 17,141 24,622 Total stock-base

306、d compensation$363,846$312,625$705,077$588,853 As of July 31,2024,total compensation cost related to unvested awards not yet recognized was$3.4 billion,which will be recognized over a weighted-average period of 2.9 years.12.Income TaxesThe Company computes its tax provision for interim periods by ap

307、plying the estimated annual effective tax rate to year-to-date pre-tax income from recurring operations and adjusting fordiscrete tax items arising in that quarter.The Company had an effective tax rate of(1.2%)and(1.0%)for the three and six months ended July 31,2024,respectively,and 1.6%and 2.2%for

308、the three and six months ended July 31,2023,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 associa

309、ted with estimates of future taxableincome,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 therealization of the deferred tax assets,the Company maintains a full valu

310、ation allowance against its net deferred tax assets.35Table of ContentsThe Company is subject to income taxes in the United States and numerous foreign jurisdictions.As of July 31,2024,tax years 2012 and forward generally remain open for examination forU.S.federal and state tax purposes,and tax year

311、s 2019 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 six months ended July 31,2024 and2023.The Companys policy is to reco

312、gnize interest and penalties related to uncertain tax positions in income tax expense.The Company does not anticipate any significant changes tounrecognized tax benefits over the next 12 months.None of the unrecognized tax benefits are currently expected to impact the Companys effective tax rate,if

313、realized,as a result of the fullvaluation 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 alternativeminimum tax of 15%on some large corporations and an excise tax

314、of 1%on stock repurchases.For the three and six months ended July 31,2024,the Inflation Act had no material impact to theCompany,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

315、material tothe Company.13.Net Loss per ShareBasic 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 securit

316、ies,as the holders of such stock have the right to receive nonforfeitable dividends on a pari passu basis in the event thata 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 Snowfl

317、ake Inc.Class A common stockholders by theweighted-average number of shares of Snowflake Inc.Class A common stock outstanding during the period,which excludes treasury stock.Diluted net loss per share attributable to SnowflakeInc.Class A common stockholders is computed by giving effect to all potent

318、ially dilutive Snowflake Inc.Class A common stock equivalents to the extent they are dilutive.For purposes of thiscalculation,stock options,RSUs,restricted common stock,early exercised stock options,and ESPP Rights are considered to be common stock equivalents but have been excluded from thecalculat

319、ion 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 tho

320、usands,except per share data):Three Months Ended July 31,Six Months Ended July 31,2024202320242023Numerator:Net loss$(317,770)$(227,320)$(635,586)$(453,384)Less:net loss attributable to noncontrolling interest(871)(453)(1,699)(890)Net loss attributable to Snowflake Inc.Class A common stockholders$(3

321、16,899)$(226,867)$(633,887)$(452,494)Denominator:Weighted-average shares used in computing net loss per share attributable toSnowflake Inc.Class A common stockholdersbasic and diluted334,071 327,335 333,830 325,772 Net loss per share attributable to Snowflake Inc.Class A common stockholdersbasic and

322、 diluted$(0.95)$(0.69)$(1.90)$(1.39)No Class B common stock was outstanding during any periods presented.36Table of ContentsThe 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

323、 periodspresented because the impact of including them would have been anti-dilutive(in thousands):Three and Six Months Ended July 31,20242023Stock options25,097 30,893 RSUs22,432 20,497 Unvested restricted common stock and early exercised stock options500 291 Employee stock purchase rights under th

324、e 2020 ESPP271 176 Total48,300 51,857 14.Related Party TransactionsA member of the Companys board of directors currently serves as the Chief Executive Officer of a privately-held company(the Related Party),which has been the Companys customersince 2018.During the six months ended July 31,2024,as a m

325、inority investor,the Company made a strategic investment of approximately$5.0 million,by purchasing non-marketable equitysecurities issued by the Related Party.Revenue recognized from the Related Party was not material for each of the three and six months ended July 31,2024 and 2023.Additionally,as

326、of July 31,2024 and January 31,2024,the Company did not have material accounts receivable balance due from the Related Party.15.Subsequent EventAs set forth in Note 11,“Equity,”in February 2023,the Companys board of directors authorized a stock repurchase program of up to$2.0 billion of its outstand

327、ing common stock.As ofJuly 31,2024,$491.9 million remained available for future repurchases under the stock repurchase program.In August 2024,the Companys board of directors authorized the repurchase of anadditional$2.5 billion of its outstanding common stock and extended the expiration date of the

328、stock repurchase program from March 2025 to March 2027.Repurchases may be effected,fromtime 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 timing and amount of

329、 any repurchases will be determined by management based on an evaluation of market conditions and other factors.The program does not obligate the Company toacquire any particular amount of common stock,and the repurchase program may be suspended or discontinued at any time at the Companys discretion

330、.37Table of ContentsITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe following discussion and analysis of our financial condition and results of operations should be read in conjunction with(1)our unaudited condensed consolidated financial statementsand

331、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“Managements Discussion and Analysis of Financial Condition and Results of Operations”for the fiscal year ended Januar

332、y 31,2024 included in the Annual Report on Form 10-K filed withthe U.S.Securities and Exchange Commission(SEC)on March 26,2024.This discussion,particularly information with respect to our future results of operations or financial condition,businessstrategy and plans,and objectives of management for

333、future operations,includes forward-looking statements that involve risks and uncertainties as described under the heading“Special NoteAbout 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 adiscussion of important factors that could cause our actual results to differ materially