The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with (1) our unaudited condensed
consolidated financial statements and related notes appearing elsewhere in this
Quarterly Report on Form 10-Q, and (2) our audited consolidated financial
statements and the related notes and the discussion under the heading
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" for the fiscal year ended January 31, 2022 included in the Annual
Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC)
on March 30, 2022. This discussion, particularly information with respect to our
future results of operations or financial condition, business strategy and
plans, and objectives of management for future operations, includes
forward-looking statements that involve risks and uncertainties as described
under the heading "Special Note About Forward-Looking Statements" in this
Quarterly Report on Form 10-Q. You should review the disclosure under the
heading "Risk Factors" in this Quarterly Report on Form 10-Q for a discussion of
important factors that could cause our actual results to differ materially from
those anticipated in these forward-looking statements.

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

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

Overview



We believe in a data connected world where organizations have seamless access to
explore, share, and unlock the value of data. To realize this vision, we deliver
the Data Cloud, a network where Snowflake customers, partners, data providers,
and data consumers can break down data silos and derive value from rapidly
growing data sets in secure, governed, and compliant ways.

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

Our cloud-native architecture consists of three independently scalable but
logically integrated layers across storage, compute, and cloud services. The
storage layer ingests massive amounts and varieties of structured,
semi-structured, and unstructured data to create a unified data record. The
compute layer provides dedicated resources to enable users to simultaneously
access common data sets for many use cases with minimal latency. The cloud
services layer intelligently optimizes each use case's performance requirements
with no administration. This architecture is built on three major public clouds
across 36 regional deployments around the world. These deployments are generally
interconnected to deliver the Data Cloud, enabling a consistent, global user
experience.

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

                                       34

--------------------------------------------------------------------------------

Tab le of Contents



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

Our go-to-market strategy is focused on acquiring new customers and driving
continued use of our platform for existing customers. We primarily focus our
selling efforts on large organizations and primarily sell our platform through a
direct sales force, which targets technical and business leaders who are
adopting a cloud strategy and leveraging data to improve their business
performance. Our sales force is comprised of sales development, inside sales,
and field sales personnel and is segmented by the industry, size, and region of
prospective customers. Once our platform has been adopted, we focus on
increasing the migration of additional customer workloads to our platform to
drive increased consumption, as evidenced by our net revenue retention rate of
171% and 176% as of July 31, 2022 and January 31, 2022, respectively. See the
section titled "Key Business Metrics" for a definition of net revenue retention
rate.

Our platform is used globally by organizations of all sizes across a broad range
of industries. As of July 31, 2022, we had 6,808 total customers, increasing
from 5,965 customers as of January 31, 2022. Our customer count is subject to
adjustments for acquisitions, consolidations, spin-offs, and other market
activity, and we present our total customer count for historical periods
reflecting these adjustments. Our platform has been adopted by many of the
world's largest organizations that view Snowflake as a key strategic partner in
their cloud and data transformation initiatives. As of July 31, 2022, our
customers included 510 of the Forbes Global 2000, based on the 2022 Forbes
Global 2000 list, and those customers contributed approximately 41% of our
revenue for the six months ended July 31, 2022. Our Forbes Global 2000 customer
count is subject to adjustments for annual updates to the Global 2000 list by
Forbes, as well as acquisitions, consolidations, spin-offs, and other market
activity with respect to such customers, and we present our Forbes Global 2000
customer count for historical periods reflecting these adjustments.

Business Combination-Streamlit, Inc.



On March 31, 2022, we acquired all outstanding stock of Streamlit, Inc.
(Streamlit), a privately-held company which provides an open-source framework
for creating and deploying data applications. The acquisition date fair value of
the purchase consideration was $650.8 million, which was comprised of $211.8
million in cash and 1.9 million shares of our Class A common stock valued at
$438.9 million as of the acquisition date. In addition, we issued to Streamlit's
three founders a total of 0.4 million shares of our Class A common stock in
exchange for a portion of their Streamlit stock. These shares are subject to
vesting agreements pursuant to which the shares will vest over three years,
subject to each founder's continued employment with us. The $93.7 million fair
value of these shares are accounted for as post-combination stock-based
compensation over the requisite service period of three years.

The results of operations attributable to Streamlit from March 31, 2022, the
date of acquisition, have been included in our condensed consolidated statements
of operations for the three and six months ended July 31, 2022. See Note 7,
"Business Combination, Intangible Assets, and Goodwill," and Note 10, "Equity,"
to our condensed consolidated financial statements included elsewhere in this
Quarterly Report on Form 10-Q for details regarding this transaction and the
post-combination stock-based compensation.

Key Factors Affecting Our Performance

Adoption of our Platform and Expansion of the Data Cloud



Our future success depends in large part on the market adoption of our platform.
While we see growing demand for our platform, particularly from large
enterprises, many of these organizations have invested substantial technical,
financial, and personnel resources in their legacy database products or big data
offerings, despite their inherent limitations. While this makes it difficult to
predict customer adoption rates and future demand, we believe that the benefits
of our platform put us in a strong position to capture the significant market
opportunity ahead.
                                       35

--------------------------------------------------------------------------------

Tab le of Contents




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

Expanding Within our Existing Customer Base



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

Once deployed, our customers often expand their use of our platform more broadly
within the enterprise and across their ecosystem of customers and partners as
they migrate more data to the public cloud, identify new use cases, and realize
the benefits of our platform and the Data Cloud. However, because we generally
recognize product revenue on consumption and not ratably over the term of the
contract, we do not have visibility into the timing of revenue recognition from
any particular customer. In any given period, there is a risk that customer
consumption of our platform will be slower than we expect, which may cause
fluctuations in our revenue and results of operations. New software releases or
hardware improvements, like better storage compression and cloud infrastructure
processor improvements, may make our platform more efficient, enabling customers
to consume fewer compute, storage, and data transfer resources to accomplish the
same workloads. To the extent these improvements do not result in an offsetting
increase in new workloads, we may experience lower revenue. Our ability to
increase usage of our platform by, and sell additional contracted capacity to,
existing customers, and, in particular, large enterprise customers, will depend
on a number of factors, including our customers' satisfaction with our platform,
competition, pricing, general economic conditions, overall changes in our
customers' spending levels, the effectiveness of our and our partners' efforts
to help our customers realize the benefits of our platform, and the extent to
which customers migrate new workloads to our platform over time.

Acquiring New Customers



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

Investing in Growth and Scaling our Business



We are focused on our long-term revenue potential. We believe that our market
opportunity is large, and we will continue to invest significantly in scaling
across all organizational functions in order to grow our operations both
domestically and internationally. We have a history of introducing successful
new features and capabilities on our platform, and we intend to continue to
invest heavily to grow our business to take advantage of our expansive market
opportunity while also focusing on profitability and cash flow.

                                       36

--------------------------------------------------------------------------------

Tab le of Contents

Key Business Metrics



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

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

                                                                                        Three Months Ended
                                  July 31, 2022              April 30, 2022             January 31, 2022             October 31, 2021             July 31, 2021

Product revenue (in millions)                $466.3                     $394.4                       $359.6                       $312.5

$254.6


Free cash flow (non-GAAP) (in
millions)(1)(2)                               $53.8                     $172.4                        $70.7                         $9.5                    ($12.0)



                               July 31, 2022           April 30, 2022          January 31, 2022         October 31, 2021          July 31, 2021

Remaining performance
obligations (in millions)(3)          $2,715.7                 $2,610.0                 $2,646.5                 $1,804.0                $1,528.7
Total customers(4)                    6,808                    6,332                    5,965                    5,430                   4,996
Net revenue retention
rate(4)                                 171  %                   174  %                   176  %                   171  %                  169  %
Customers with trailing
12-month product revenue
greater than $1 million(4)              246                      206                      184                      148                     116


________________

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


                                                                                       Three Months Ended
                                July 31, 2022              April 30, 2022              January 31, 2022              October 31, 2021               July 31, 2021

 Net cash paid on payroll
tax-related items on
employee stock transactions                  $4.8
$9.0                         $31.4                         $12.1                       $14.8



(2)Cash outflows for employee payroll tax items related to the net share
settlement of equity awards, which were $30.9 million and $84.1 million for the
three and six months ended July 31, 2022, respectively, are included in cash
flow for financing activities and, as a result, do not have an effect on the
calculation of free cash flow. No equity awards were net settled prior to the
six months ended July 31, 2022. See the section titled "Free Cash Flow" for a
reconciliation of free cash flow to the most directly comparable financial
measure calculated in accordance with GAAP.

(3)As of July 31, 2022, our remaining performance obligations were approximately
$2.7 billion, of which we expect approximately 57% to be recognized as revenue
in the twelve months ending July 31, 2023 based on historical customer
consumption patterns. The weighted-average remaining life of our capacity
contracts was 1.9 years as of July 31, 2022. However, the amount and timing of
revenue recognition are generally dependent upon customers' future consumption,
which is inherently variable at our customers' discretion and can extend beyond
the original contract term in cases where customers are permitted to roll over
unused capacity to future periods, generally upon the purchase of additional
capacity at renewal. In addition, our historical customer consumption patterns
are not necessarily indicative of future results.

(4)Historical total customer count, net revenue retention rate, and number of
customers with trailing 12-month product revenue greater than $1 million reflect
any adjustments for acquisitions, consolidations, spin-offs, and other market
activity.

Product Revenue

Product revenue is a key metric for us because we recognize revenue based on
platform consumption, which is inherently variable at our customers' discretion,
and not based on the amount and duration of contract terms. Product revenue is
primarily derived from the consumption of compute, storage, and data transfer
resources, which are consumed by customers on our platform as a single,
integrated offering. Customers have the flexibility to consume more than their
contracted capacity during the contract term and may have the ability to roll
over unused capacity to future periods, generally upon the purchase of
additional capacity at renewal. Our consumption-based business model
distinguishes us from subscription-based software companies that generally
recognize revenue ratably over the contract term and may not permit rollover.
Because customers have flexibility in the timing of their consumption, which can
exceed their contracted capacity or extend beyond the original contract term in
many cases, the amount of product revenue recognized in a given period is an
important indicator of customer satisfaction and the value derived from our
platform. While customer use of our platform in any period is not necessarily
indicative of future use, we estimate future revenue using predictive models
based on customers' historical usage to plan and determine financial forecasts.
Product revenue excludes our professional services and other revenue, which has
been less than 10% of revenue for each of the periods presented.
                                       37

--------------------------------------------------------------------------------

Tab le of Contents

Remaining Performance Obligations



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

Total Customers



We count the total number of customers at the end of each period. For purposes
of determining our customer count, we treat each customer account, including
accounts for end-customers under a reseller arrangement, that has at least one
corresponding capacity contract as a unique customer, and a single organization
with multiple divisions, segments, or subsidiaries may be counted as multiple
customers. For purposes of determining our customer count, we do not include
customers that consume our platform only under on-demand arrangements. Our
customer count is subject to adjustments for acquisitions, consolidations,
spin-offs, and other market activity, and we present our total customer count
for historical periods reflecting these adjustments. We believe that the number
of customers is an important indicator of the growth of our business and future
revenue trends.

Net Revenue Retention Rate

We believe the growth in use of our platform by our existing customers is an
important measure of the health of our business and our future growth prospects.
We monitor our dollar-based net revenue retention rate to measure this growth.
To calculate this metric, we first specify a measurement period consisting of
the trailing two years from our current period end. Next, we define as our
measurement cohort the population of customers under capacity contracts that
used our platform at any point in the first month of the first year of the
measurement period. Starting with the fiscal quarter ended October 31, 2021, the
cohorts used to calculate net revenue retention rate include end-customers under
a reseller arrangement. Although the impact is not material, we have adjusted
all prior periods presented to reflect this inclusion. We then calculate our net
revenue retention rate as the quotient obtained by dividing our product revenue
from this cohort in the second year of the measurement period by our product
revenue from this cohort in the first year of the measurement period. Any
customer in the cohort that did not use our platform in the second year remains
in the calculation and contributes zero product revenue in the second year. Our
net revenue retention rate is subject to adjustments for acquisitions,
consolidations, spin-offs, and other market activity, and we present our net
revenue retention rate for historical periods reflecting these adjustments.
Since we will continue to attribute the historical product revenue to the
consolidated contract, consolidation of capacity contracts within a customer's
organization typically will not impact our net revenue retention rate unless one
of those customers was not a customer at any point in the first month of the
first year of the measurement period. We expect our net revenue retention rate
to decrease over the long-term as customers that have consumed our platform for
an extended period of time become a larger portion of both our overall customer
base and our product revenue that we use to calculate net revenue retention
rate, and as their consumption growth primarily relates to existing use cases
rather than new use cases.
                                       38

--------------------------------------------------------------------------------

Tab le of Contents

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



Large customer relationships lead to scale and operating leverage in our
business model. Compared with smaller customers, large customers present a
greater opportunity for us to sell additional capacity because they have larger
budgets, a wider range of potential use cases, and greater potential for
migrating new workloads to our platform over time. As a measure of our ability
to scale with our customers and attract large enterprises to our platform, we
count the number of customers under capacity arrangements that contributed more
than $1 million in product revenue in the trailing 12 months. Our customer count
is subject to adjustments for acquisitions, consolidations, spin-offs, and other
market activity, and we present our customer count for historical periods
reflecting these adjustments.

Free Cash Flow



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

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

                                                                                  Three Months Ended
                                  July 31, 2022           April 30, 2022          January 31, 2022          October 31, 2021           July 31, 2021

Net cash provided by (used in)
operating activities            $       64,433          $       184,613

$ 78,898 $ 15,538 $ (6,111) Less: purchases of property and equipment

                               (3,848)                  (7,413)                   (4,012)                   (2,282)                 (3,497)
Less: capitalized internal-use
software development costs              (6,736)                  (4,804)                   (4,160)                   (3,788)                 (2,344)

Free cash flow (non-GAAP)(1)(2) $ 53,849 $ 172,396

$ 70,726 $ 9,468 $ (11,952)

________________

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



                                                                             Three Months Ended
                              July 31, 2022          April 30, 2022          January 31, 2022          October 31, 2021           July 31, 2021

 Net cash paid on payroll
tax-related items on
employee stock transactions $        4,796          $        9,045          $         31,378          $         12,058          $       14,764


(2)Cash outflows for employee payroll tax items related to the net share
settlement of equity awards, which were $30.9 million and $84.1 million for the
three and six months ended July 31, 2022, respectively, are included in cash
flow for financing activities and, as a result, do not have an effect on the
calculation of free cash flow. No equity awards were net settled prior to the
six months ended July 31, 2022.

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

                                       39

--------------------------------------------------------------------------------

Tab le of Contents

Impact of COVID-19



The ongoing COVID-19 pandemic has caused general business disruption worldwide
beginning in January 2020. The full extent to which the COVID-19 pandemic,
including any new variants, may continue to directly or indirectly impact
general market conditions or our business, results of operations, cash flows,
and financial condition will depend on future developments that are highly
uncertain and cannot be accurately predicted. For example, if our customers or
partners experience downturns or uncertainty in their own business operations or
revenue resulting from the spread or resurgence of COVID-19, they may decrease
or delay their spending, request pricing discounts, or seek renegotiations of
their contracts, any of which may result in decreased revenue and cash receipts
for us in future periods. In addition, we may experience customer losses,
including due to bankruptcy or our customers ceasing operations, which may
result in an inability to collect accounts receivable from these customers.

In response to the spread of COVID-19, we required virtually all of our
employees to work remotely to minimize the risk of the virus to our employees
and the communities in which we operate, and we may take further actions as may
be required by government authorities or that we determine are in the best
interests of our employees, customers, and business partners. Although we have
recently opened most of our offices for voluntary use and we expect many of our
employees to return to physical offices in the near future, the nature and
extent of that return is uncertain. We also cancelled certain of our marketing
events or adjusted those events to be virtual or include both an in-person and
virtual experience. As our offices reopen and we resume in-person events, we
expect to continue to incur incremental expenses in connection with onsite
services, incur related in-office and event costs, and manage fluctuating
in-person regulations and restrictions. Given the uncertainty regarding the
length, severity, and ability to continue to combat the COVID-19 pandemic, we
cannot reasonably estimate the long-term impact on our future results of
operations, cash flows, or financial condition, but we will continue to monitor
any actual and potential impacts on our business and the business of our
customers. For additional details, see the section titled "Risk Factors."

Components of Results of Operations

Revenue



We deliver our platform over the internet as a service. Customers choose to
consume our platform under either capacity arrangements, in which they commit to
a certain amount of consumption at specified prices, or under on-demand
arrangements, in which we charge for use of our platform monthly in arrears.
Under capacity arrangements, from which a majority of our revenue is derived, we
typically bill our customers annually in advance of their consumption. However,
in future periods, we expect to see an increase in capacity contracts providing
for quarterly upfront billings and monthly in arrears billings as our customers
increasingly want to align consumption and timing of payments. Revenue from
on-demand arrangements typically relates to initial consumption as part of
customer onboarding and, to a lesser extent, overage consumption beyond a
customer's contracted usage amount or following the expiration of a customer's
contract. Revenue from on-demand arrangements represented approximately 2% of
the Company's revenue for each of the three and six months ended July 31, 2022
and 2021.

We recognize revenue as customers consume compute, storage, and data transfer
resources under either of these arrangements. In limited instances, customers
pay an annual deployment fee to gain access to a dedicated instance of a virtual
private deployment. We recognize the deployment fee ratably over the contract
term. Such deployment revenue represented less than 1% of our revenue for each
of the three and six months ended July 31, 2022 and 2021.

Our customer contracts for capacity typically have a term of one to four years.
The weighted-average term of capacity contracts entered into during the three
and six months ended July 31, 2022 is 2.1 years and 2.0 years, respectively. To
the extent our customers enter into such contracts and either consume our
platform in excess of their capacity commitments or continue to use our platform
after expiration of the contract term, they are charged for their incremental
consumption. In many cases, our customer contracts permit customers to roll over
any unused capacity to a subsequent order, generally upon the purchase of
additional capacity. For those customers who do not have a capacity arrangement,
our on-demand arrangements generally have a monthly stated contract term and can
be terminated at any time by either the customer or us.

                                       40

--------------------------------------------------------------------------------

Tab le of Contents



We generate the substantial majority of our revenue from fees charged to our
customers based on the storage, compute, and data transfer resources consumed on
our platform as a single, integrated offering. We do not make any one of these
resources available for consumption without the others. Instead, each of
compute, storage, and data transfer work together to drive consumption on our
platform. For storage resources, consumption for a given customer is based on
the average terabytes per month of all of such customer's data stored in our
platform. For compute resources, consumption is based on the type of compute
resource used and the duration of use or, for some features, the volume of data
processed. For data transfer resources, consumption is based on terabytes of
data transferred, the public cloud provider used, and the region to and from
which the transfer is executed.

Because customers have flexibility in their consumption, and we generally
recognize revenue on consumption and not ratably over the term of the contract,
we do not have the visibility into the timing of revenue recognition from any
particular customer contract that typical subscription-based software companies
may have. As our customer base grows, we expect our ability to forecast customer
consumption in the aggregate to improve. However, in any given period, there is
a risk that customers will consume our platform more slowly than we expect,
which may cause fluctuations in our revenue and results of operations. In
addition, new software releases or hardware improvements, like better storage
compression and cloud infrastructure processor improvements, may make our
platform more efficient, enabling customers to consume fewer compute, storage,
and data transfer resources to accomplish the same workloads. To the extent
these improvements do not result in an offsetting increase in new workloads, we
may experience lower revenue.

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

Allocation of Overhead Costs

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

Cost of Revenue



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

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

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

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

                                       41

--------------------------------------------------------------------------------

Tab le of Contents

Operating Expenses



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

Sales and Marketing



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

Research and Development

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

General and Administrative



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

Interest Income



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

Other Income (Expense), Net

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


                                       42

--------------------------------------------------------------------------------

Tab le of Contents

Provision for (Benefit from) Income Taxes



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

Results of Operations

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



                                           Three Months Ended July 31,                     Six Months Ended July 31,
                                            2022                   2021                    2022                     2021

Revenue                              $       497,248          $   272,198          $      919,619              $   501,112
Cost of revenue(1)                           173,232              106,121                 321,162                  203,467
Gross profit                                 324,016              166,077                 598,457                  297,645
Operating expenses(1):
Sales and marketing                          274,645              182,903                 518,557                  349,707
Research and development                     183,748              118,087                 334,546                  227,883
General and administrative                    73,355               65,228                 141,852                  125,791
Total operating expenses                     531,748              366,218                 994,955                  703,381
Operating loss                              (207,732)            (200,141)               (396,498)                (405,736)
Interest income                               11,692                2,190                  16,451                    4,802
Other income (expense), net                  (22,920)               8,746                 (31,401)                   8,258
Loss before income taxes                    (218,960)            (189,205)               (411,448)                (392,676)
Provision for (benefit from) income
taxes                                          3,846                  514                 (22,848)                     263
Net loss                             $      (222,806)         $  (189,719)         $     (388,600)             $  (392,939)


________________

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



                                             Three Months Ended July 31,                   Six Months Ended July 31,
                                              2022                   2021                  2022                   2021

Cost of revenue                         $       26,070          $    22,114          $       48,705          $    45,217
Sales and marketing                             60,162               52,336                 112,631               98,389
Research and development                        96,897               62,827                 170,490              118,646
General and administrative                      26,052               26,714                  49,848               52,753

Total stock-based compensation $ 209,181 $ 163,991

$ 381,674 $ 315,005





The overall increase in stock-based compensation for the three and six months
ended July 31, 2022, compared to the three and six months ended July 31, 2021,
was primarily attributable to additional equity awards granted to current and
new employees, partially offset by a decrease in stock-based compensation
associated with restricted stock unit awards (RSUs) granted prior to our Initial
Public Offering (IPO). RSUs granted prior to our IPO have both a service-based
and a performance-based vesting condition and, as a result, we recognized
stock-based compensation associated with such RSUs using an accelerated
attribution method.

As of July 31, 2022, total compensation cost related to unvested stock-based
awards not yet recognized was $2.4 billion, which will be recognized over a
weighted-average period of 3.2 years. See Note 10, "Equity," to our condensed
consolidated financial statements included elsewhere in this Quarterly Report on
Form 10-Q for further details.

                                       43

--------------------------------------------------------------------------------

Tab le of Contents



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

                                            Three Months Ended July 31,                      Six Months Ended July 31,
                                           2022                    2021                    2022                    2021

Revenue                                         100  %                  100  %                  100  %                  100  %
Cost of revenue(1)                               35                      39                      35                      41
Gross profit                                     65                      61                      65                      59
Operating expenses(1):
Sales and marketing                              55                      68                      57                      70
Research and development                         37                      43                      36                      45
General and administrative                       15                      24                      15                      25
Total operating expenses                        107                     135                     108                     140
Operating loss                                  (42)                    (74)                    (43)                    (81)
Interest income                                   2                       1                       2                       1
Other income (expense), net                      (4)                      3                      (3)                      2
Loss before income taxes                        (44)                    (70)                    (44)                    (78)
Provision for (benefit from) income
taxes                                             1                       -                      (2)                      -
Net loss                                         (45%)                   (70%)                   (42%)                   (78%)


________________

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



                                              Three Months Ended July 31,                     Six Months Ended July 31,
                                              2022                    2021                   2022                    2021

Cost of revenue                                      5  %                   8  %                    5  %                   9  %
Sales and marketing                                 12                     19                      12                     20
Research and development                            20                     23                      20                     24
General and administrative                           5                     10                       5                     10
Total stock-based compensation                      42  %                  60  %                   42  %                  63  %



Comparison of the Three and Six Months Ended July 31, 2022 and 2021



Revenue

                                   Three Months Ended July 31,                                      Six Months Ended July 31,
                                    2022                  2021              % Change              2022                  2021                % Change

                                     (dollars in thousands)                                          (dollars in thousands)
Revenue:
Product                       $   466,268            $      254,623                 83%       $     860,702       $         468,453                 84%
Professional services and
other                              30,980                    17,575                 76%              58,917                  32,659                 80%
Total                         $   497,248            $      272,198                 83%       $     919,619       $         501,112                 84%
Percentage of revenue:
Product                                94  %                94  %                                       94%                     93%
Professional services and
other                                   6  %                 6  %                                        6%                      7%
Total                                 100  %                   100%                                    100%                    100%



Product revenue increased $211.6 million and $392.2 million for the three and
six months ended July 31, 2022, compared to the three and six months ended
July 31, 2021, respectively, primarily due to increased consumption of our
platform by existing customers, as evidenced by our net revenue retention rate
of 171% as of July 31, 2022. The increase in product revenue was also driven by
an increase in capacity sales prices of approximately 1% and 2% for the three
and six months ended July 31, 2022, respectively, compared to the same periods
in the prior year, primarily due to increased sales of higher-priced editions of
our platform.
                                       44

--------------------------------------------------------------------------------

Tab le of Contents




We had 246 customers with product revenue of greater than $1 million for the
trailing 12 months ended July 31, 2022, an increase from 116 customers as of
July 31, 2021. Such customers represented approximately 59% and 51% of our
product revenue for the trailing 12 months ended July 31, 2022 and 2021,
respectively. Within these customers, we had 45 and 12 customers with product
revenue of greater than $5 million and $10 million, respectively, for the
trailing 12 months ended July 31, 2022. Approximately 97% of our revenue for
each of the three and six months ended July 31, 2022 was derived from existing
customers under capacity arrangements, compared to 97% and 96% for the same
periods in the prior year, respectively. Approximately 1% of our revenue for
each of the three and six months ended July 31, 2022 was derived from new
customers under capacity arrangements, compared to 1% and 2% for the same
periods in the prior year, respectively. The remainder was driven by on-demand
arrangements. The preceding historical metrics reflect any adjustments for
acquisitions, consolidations, spin-offs, and other market activity. For purposes
of determining revenue derived from (i) customers with trailing 12-month product
revenue greater than $1 million, (ii) new customers, and (iii) existing
customers, we treat each customer account, including accounts for end-customers
under a reseller arrangement, that has at least one corresponding capacity
contract as a unique customer, and a single organization with multiple
divisions, segments, or subsidiaries may be counted as multiple customers.

Professional services and other revenue increased $13.4 million and $26.3
million for the three and six months ended July 31, 2022, respectively, compared
to the same periods in the prior year, as we continued to expand our
professional services organization to help our customers further realize the
benefits of our platform.

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



                                     Three Months Ended July 31,                                        Six Months Ended July 31,
                                     2022                    2021               % Change              2022                  2021                % Change

                                       (dollars in thousands)                                            (dollars in thousands)
Cost of revenue:
Product                       $   131,606              $         81,048                 62%       $     243,017       $         153,128                 59%
Professional services and
other                              41,626                        25,073                 66%              78,145                  50,339                 55%
Total cost of revenue         $   173,232              $        106,121                 63%       $     321,162       $         203,467                 58%
Gross profit (loss):
Product                       $   334,662              $        173,575                 93%       $     617,685       $         315,325                 96%
Professional services and
other                             (10,646)                      (7,498)                 42%            (19,228)                (17,680)                  9%
Total gross profit            $   324,016              $        166,077                 95%       $     598,457       $         297,645                101%
Gross margin:
Product                                72  %                        68%                                     72%                     67%
Professional services and
other                                 (34  %)                     (43%)                                   (33%)                   (54%)
Total gross margin                     65  %                        61%                                     65%                     59%
Headcount (at period end)
Product                                      295                    194                                     295                     194
Professional services and
other                                        427                    251                                     427                     251
Total headcount                              722                    445                                     722                     445



Cost of product revenue increased $50.6 million and $89.9 million for the three
and six months ended July 31, 2022, compared to the three and six months ended
July 31, 2021, respectively. The increase was primarily due to an increase of
$42.3 million and $75.1 million in third-party cloud infrastructure expenses as
a result of increased customer consumption for the three and six months ended
July 31, 2022, respectively, compared to the same periods in the prior year.
Personnel-related costs and allocated overhead costs also increased $5.9 million
and $10.6 million for the three and six months ended July 31, 2022,
respectively, compared to the same periods in the prior year, as a result of
increased headcount and overall costs to support the growth in our business.

                                       45

--------------------------------------------------------------------------------

Tab le of Contents



Our product gross margin was 72% for each of the three and six months ended
July 31, 2022, compared to 68% and 67% for the three and six months ended
July 31, 2021, respectively, primarily due to (i) an increased percentage of
revenue from consumption of higher-priced editions of our platform, (ii)
increased scale across our cloud infrastructure regions, and (iii) higher
volume-based discounts for our purchases of third-party cloud infrastructure.
While we expect our product gross margin to remain relatively flat for the
fiscal year ending January 31, 2023, a number of factors could negatively impact
our product gross margin, including (i) fluctuations in the mix and timing of
customers' consumption, which is inherently variable at our customers'
discretion, (ii) whether or not a customer contracts with us through our
marketplace listings, (iii) our discounting practices, including as a result of
changes to the competitive environment, and (iv) the extent of our investments
in our operations, including performance improvements that may make our platform
or the underlying cloud infrastructure more efficient.

Cost of professional services and other revenue increased $16.6 million and
$27.8 million for the three and six months ended July 31, 2022, compared to the
three and six months ended July 31, 2021, respectively. The increase was
primarily due to an increase of $13.5 million and $22.5 million in
personnel-related costs and allocated overhead costs for the three and six
months ended July 31, 2022, respectively, compared to the same periods in the
prior year, as a result of increased headcount and overall costs to support the
growth in our business. Costs associated with contracted third-party partners
also increased $2.6 million and $4.4 million for the three and six months ended
July 31, 2022, respectively, compared to the same periods in the prior year, as
a result of growth in our business.

Professional services and other gross margins improved for each of the three and
six months ended July 31, 2022, compared to the same periods in the prior year,
primarily due to decreased stock-based compensation as a percentage of
professional services and other revenue. We do not believe the year-over-year
changes in professional services and other gross margins are meaningful given
that we are continuing to scale our professional services organization and our
professional services and other revenue represents a small percentage of our
revenue.

Sales and Marketing

                                          Three Months Ended July 31,                                       Six Months Ended July 31,
                                            2022                  2021             % Change                2022                     2021             % Change

                                             (dollars in thousands)                                          (dollars in thousands)
Sales and marketing                   $     274,645           $ 182,903                    50%       $    518,557               $ 349,707                    48%
Percentage of revenue                            55  %               68  %                                     57  %                   70  %
Headcount (at period end)                     2,417               1,570                                     2,417                   1,570



Sales and marketing expenses increased $91.7 million and $168.9 million for the
three and six months ended July 31, 2022, compared to the three and six months
ended July 31, 2021, respectively. The increase was primarily due to an increase
of $52.4 million and $97.8 million in personnel-related costs (excluding
commission expenses) and allocated overhead costs for the three and six months
ended July 31, 2022, respectively, compared to the same periods in the prior
year, as a result of increased headcount and overall costs to support the growth
in our business, and increased stock-based compensation primarily related to
additional equity awards granted to current and new employees, partially offset
by a decrease in stock-based compensation related to RSUs granted prior to our
IPO. Expenses associated with sales commissions and draws paid to our sales
force and certain referral fees paid to third parties, including amortization of
deferred commissions, also increased $9.6 million and $19.7 million for the
three and six months ended July 31, 2022, respectively, compared to the same
periods in the prior year, primarily due to increases in customers' consumption
of our platform and in the value of bookings.

Advertising costs and other expenses associated with our marketing and business
development programs, including Summit, our in-person annual user conference
which was held virtually in the prior year due to the COVID-19 pandemic, also
increased $13.2 million and $24.4 million for the three and six months ended
July 31, 2022, respectively, compared to the same periods in the prior year.
Expenses associated with Summit, net of the associated proceeds, increased $8.4
million and $10.5 million for the three and six months ended July 31, 2022,
respectively, compared to the same periods in the prior year. In addition, sales
and marketing expenses for the three and six months ended July 31, 2022 included
$7.6 million and $10.1 million of amortization of acquired developer community
intangible assets, respectively, as a result of the Streamlit business
combination completed in March 2022.

                                       46

--------------------------------------------------------------------------------

Tab le of Contents

The remaining increase in sales and marketing expenses was attributable to increased travel-related expenses, and software and subscription services dedicated for use by our sales and marketing organizations.



Research and Development

                                           Three Months Ended July 31,                                       Six Months Ended July 31,
                                             2022                  2021             % Change                2022                     2021             % Change

                                              (dollars in thousands)                                          (dollars in thousands)
Research and development               $     183,748           $ 118,087                    56%       $    334,546               $ 227,883                    47%
Percentage of revenue                             37  %               43  %                                     36  %                   45  %
Headcount (at period end)                      1,007                 642                                     1,007                     642



Research and development expenses increased $65.7 million and $106.7 million for
the three and six months ended July 31, 2022, compared to the three and six
months ended July 31, 2021, respectively. The increase was primarily due to an
increase of $55.2 million and $89.7 million in personnel-related costs and
allocated overhead costs for the three and six months ended July 31, 2022,
respectively, compared to the same periods in the prior year, as a result of
increased headcount and overall costs to support the growth in our business. The
increase in personnel-related costs included an increase of $34.1 million and
$51.8 million in stock-based compensation for the three and six months ended
July 31, 2022, respectively, primarily related to additional equity awards
granted to current and new employees and the post-combination stock-based
compensation related to the Streamlit business combination, partially offset by
a decrease in stock-based compensation related to RSUs granted prior to our IPO.
See Note 10, "Equity," to our condensed consolidated financial statements
included elsewhere in this Quarterly Report on Form 10-Q for further details.

The remaining increase in research and development expenses was primarily driven
by an increase of $6.2 million and $10.0 million in third-party cloud
infrastructure expenses incurred in developing our platform for the three and
six months ended July 31, 2022, respectively, compared to the same periods in
the prior year.

General and Administrative

                                            Three Months Ended July 31,                                      Six Months Ended July 31,
                                              2022                 2021             % Change                2022                     2021             % Change

                                              (dollars in thousands)                                          (dollars in thousands)
General and administrative              $      73,355           $ 65,228                    12%       $    141,852               $ 125,791                    13%
Percentage of revenue                              15  %              24  %                                     15  %                   25  %
Headcount (at period end)                         845                603                                       845                     603



General and administrative expenses increased $8.1 million and $16.1 million for
the three and six months ended July 31, 2022, compared to the three and six
months ended July 31, 2021, respectively. The increase was partially due to an
increase of $2.5 million and $6.1 million in personnel-related costs (excluding
stock-based compensation) and allocated overhead costs for the three and six
months ended July 31, 2022, respectively, compared to the same periods in the
prior year, as a result of increased headcount and overall costs to support the
growth in our business. Unallocated lease costs associated with unused office
facilities to accommodate planned headcount growth increased $2.0 million and
$3.3 million for the three and six months ended July 31, 2022, respectively,
compared to the same periods in the prior year. The remaining increase in
general and administrative expenses for the three and six months ended July 31,
2022, respectively, compared to the same periods in the prior year, was
attributable to increased insurance expenses and other corporate expenses to
support the normal course of operations and our continued growth, and increased
legal fees primarily related to the Streamlit business combination.

The overall increase in general and administrative expenses for the six months ended July 31, 2022 was partially offset by a $2.9 million decrease in stock-based compensation primarily related to RSUs granted prior to our IPO.


                                       47

--------------------------------------------------------------------------------


  Tab    le     of Contents

Other Income (Expense), Net

                                     Three Months Ended July 31,                                         Six Months Ended July 31,
                                     2022                   2021                % Change                2022                   2021                % Change

                                        (dollars in thousands)                                             (dollars in thousands)
Net unrealized gains (losses)
on strategic investments in
non-marketable equity:
Upward adjustments              $             -       $          8,060                    NM       $             -       $          8,060                    NM
Impairments                            (26,555)                      -                    NM              (26,555)                      -                    NM
Net unrealized gains (losses)
on strategic investments in
marketable equity securities              3,382                      -                    NM               (5,477)                      -                    NM
Other                                       253                    686               (63  %)                   631                    198               219  %
Other income (expense), net     $      (22,920)       $          8,746              (362  %)       $      (31,401)       $          8,258              (480  %)


NM - Not meaningful.

Other income (expense), net decreased $31.7 million and $39.7 million for the
three and six months ended July 31, 2022, compared to the three and six months
ended July 31, 2021, respectively, primarily as a result of the impairments of
$26.6 million recorded on our non-marketable equity securities during the three
and six months ended July 31, 2022. See Note 5, "Fair Value Measurements," to
our condensed consolidated financial statements included elsewhere in this
Quarterly Report on Form 10-Q for further details.

Provision for (Benefit from) Income Taxes



                                  Three Months Ended July 31,                                            Six Months Ended July 31,
                                 2022                    2021                 % Change                 2022                     2021                 % Change

                                     (dollars in thousands)                                                (dollars in thousands)
Loss before income taxes    $     (218,960)       $        (189,205)
         16  %       $   (411,448)           $        (392,676)                  5  %
Provision for (benefit
from) income taxes                    3,846                      514                648  %            (22,848)                          263                    NM
Effective tax rate                   (1.8%)                   (0.3%)                                      5.6  %                     (0.1%)


NM - Not meaningful.

Our provision for income taxes was $3.8 million for the three months ended July
31, 2022, compared to $0.5 million for the three months ended July 31, 2021,
primarily due to higher pre-tax income in foreign jurisdictions.

Our benefit from income taxes was $22.8 million for the six months ended July
31, 2022, compared to our provision for income taxes of $0.3 million for the six
months ended July 31, 2021, primarily due to the partial release of a valuation
allowance of $26.7 million as a result of the Streamlit business combination.

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

Liquidity and Capital Resources



As of July 31, 2022, our principal sources of liquidity were cash, cash
equivalents, and short-term and long-term investments totaling $5.0 billion. Our
investments primarily consist of corporate notes and bonds, commercial paper,
money market funds, U.S. government and agency securities, and certificates of
deposit.

                                       48

--------------------------------------------------------------------------------

Tab le of Contents



As of July 31, 2022, our RPO was $2.7 billion. Our RPO represents the amount of
contracted future revenue that has not yet been recognized, including (i)
deferred revenue and (ii) non-cancelable contracted amounts that will be
invoiced and recognized as revenue in future periods, which are not recorded on
the balance sheet. Portions of RPO that are not yet invoiced and are denominated
in foreign currencies are revalued into USD each period based on the applicable
period-end exchange rates.

Our primary source of cash is payments received from our customers. Our primary
uses of cash include personnel-related expenses, sales and marketing expenses,
third-party cloud infrastructure expenses, overhead costs, capital expenditures,
and acquisitions and strategic investments we may make from time to time. As of
July 31, 2022, our material cash requirements from known contractual obligations
and commitments relate primarily to (i) third-party cloud infrastructure
agreements, (ii) operating leases for office facilities, and (iii) subscription
arrangements used to facilitate our operations at the enterprise level. For the
six months ended July 31, 2022, there were no material changes outside of the
ordinary course of business in our commitments and contractual obligations
disclosed in our Annual Report on Form 10-K for the fiscal year ended
January 31, 2022, which was filed with the SEC on March 30, 2022. See Note 9,
"Commitments and Contingencies," to our condensed consolidated financial
statements included elsewhere in this Quarterly Report on Form 10-Q for
additional details.

On March 31, 2022, we acquired all outstanding stock of Streamlit. A portion of
the purchase consideration was paid in cash, which amounted to $177.9 million,
net of $33.9 million cash and cash equivalents acquired.

During the six months ended July 31, 2022, we began funding withholding taxes
due upon the vesting of employee RSUs in certain jurisdictions by net share
settlement, rather than our previous approach of selling shares of our common
stock to cover taxes upon vesting of such awards. The amount of withholding
taxes paid related to net share settlement of employee RSUs was $30.9 million
and $84.1 million for the three and six months ended July 31, 2022,
respectively.

In May 2022, we entered into an agreement related to the expansion and lease
term extension of an existing office facility located in the United States,
which is considered a lease modification not accounted for as a separate
contract. The modified lease commenced during the three months ended July 31,
2022, with an expiration date in fiscal 2035. Total commitment, net of tenant
incentives expected to be received, under the modified lease is $68.0 million.

In August 2022, we entered into an agreement to acquire all outstanding stock of
Applica Sp. z.o.o. (Applica), for approximately $175 million in cash, subject to
customary purchase price adjustments. The acquisition is expected to close in
the three months ending October 31, 2022, subject to certain closing conditions.

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

                                       49

--------------------------------------------------------------------------------

Tab le of Contents



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

                                                                   Six Months Ended July 31,
                                                                  2022                      2021

Net cash provided by operating activities                 $      249,046              $      15,743
Net cash used in investing activities                     $     (386,239)             $    (228,031)
Net cash provided by (used in) financing activities       $      (34,219)             $      92,263



Operating Activities

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

For the six months ended July 31, 2022, net cash provided by operating
activities was $249.0 million, primarily consisting of our net loss of $388.6
million, adjusted for non-cash charges of $476.3 million, and net cash inflows
of $161.3 million provided by changes in our operating assets and liabilities,
net of the effects of a business combination. The main drivers of the changes in
operating assets and liabilities during the six months ended July 31, 2022 were
(i) a $239.6 million decrease in accounts receivable due to timing of billings
and collections as we have historically received a higher volume of customer
orders in the fourth fiscal quarter of each year, and (ii) a $10.5 million
increase in accrued expenses and other liabilities primarily due to the timing
of accruals and payments, partially offset by (a) a $39.9 million increase in
deferred commissions earned on bookings, (b) a $28.2 million increase in prepaid
expenses and other assets primarily driven by increased prepaid third-party
cloud infrastructure expenses, and (c) a $18.2 million decrease in operating
lease liabilities due to payments related to our operating lease obligations.

For the six months ended July 31, 2021, net cash provided by operating
activities was $15.7 million, primarily consisting of our net loss of $392.9
million, adjusted for non-cash charges of $379.3 million, and net cash inflows
of $29.3 million provided by changes in our operating assets and liabilities.

Net cash provided by operating activities increased $233.3 million for the six
months ended July 31, 2022, compared to the six months ended July 31, 2021,
primarily due to an increase of $547.4 million in cash collected from customers
resulting from increased sales. This was partially offset by increased
expenditures due to an increase in headcount and growth in our business. We
expect to continue to generate positive net cash flows from operating activities
for the fiscal year ending January 31, 2023.

Investing Activities



Net cash used in investing activities for the six months ended July 31, 2022 was
$386.2 million, primarily as a result of net purchases of investments, cash paid
for a business combination, net of cash and cash equivalents acquired and, to a
lesser extent, capitalized internal-use software development costs and purchases
of property and equipment to support our office facilities.

Net cash used in investing activities for the six months ended July 31, 2021 was
$228.0 million, primarily as a result of net purchases of investments and, to a
lesser extent, purchases of intangible assets, purchases of property and
equipment to support our office facilities, and capitalized internal-use
software development costs.

Financing Activities



Net cash used in financing activities for the six months ended July 31, 2022 was
$34.2 million, primarily as a result of taxes paid related to net share
settlement of equity awards, partially offset by proceeds from the issuance of
equity securities under our equity incentive plans.

Net cash provided by financing activities for the six months ended July 31, 2021
was $92.3 million, primarily as a result of proceeds from the issuance of equity
securities under our equity incentive plans.
                                       50

--------------------------------------------------------------------------------


  Tab    le     of Contents


Critical Accounting Estimates

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

There have been no material changes to our critical accounting estimates as
compared to those described in the section titled "Management's Discussion and
Analysis of Financial Condition and Results of Operations" set forth in our
Annual Report on Form 10-K for the fiscal year ended January 31, 2022, which was
filed with the SEC on March 30, 2022.

© Edgar Online, source Glimpses