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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2021

SNOWFLAKE INC.
(Exact name of registrant as specified in its charter)

Delaware
001-39504
46-0636374
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)
450 Concar Drive
94402
San Mateo, California
(Address of Principal Executive Offices)
(Zip Code)
(844) 766-9355
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.0001 par value
SNOW The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02 Results of Operations and Financial Condition.

On March 3, 2021, Snowflake Inc. (the “Company”) issued a press release announcing its financial results for the fiscal fourth quarter and full year ended January 31, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 2.02 and Item 9.01 in this Current Report on Form 8-K, including the accompanying Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 3.03 Material Modification to Rights of Security Holders.

At 5:00 p.m. Eastern Time on March 1, 2021, all outstanding shares of the Company's Class B common stock, par value $0.0001 per share, automatically converted into the same number of shares of Class A common stock, par value $0.0001 per share, pursuant to the terms of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”). No additional shares of Class B common stock will be issued following such conversion.

The conversion occurred pursuant to Article IV, Section D.7(a) of the Certificate of Incorporation, which provides, among other things, that each one share of Class B common stock would convert automatically, without any further action, into one share of Class A common stock at 5:00 p.m. New York City time on the date specified (the “Conversion Date”) by the holders of a majority of the outstanding shares of Class B common stock, acting as a single class (the “Class B Majority”). The Class B Majority specified the Conversion Date as March 1, 2021. The Company’s Class A common stock continued and will continue to trade on The New York Stock Exchange under the ticker symbol “SNOW” following the conversion and did and will maintain the same CUSIP number previously assigned to the Class A common stock.

In addition, in accordance with Article IV, Section D.9 of the Certificate of Incorporation, and as required by Section 243 of the Delaware General Corporation Law (the “DGCL”), on March 3, 2021 the Company filed a certificate with the Secretary of State of the State of Delaware effecting the retirement of the shares of Class B common stock that were issued but no longer outstanding following the conversion (the “Certificate of Retirement”). Pursuant to Section 243 of the DGCL, the filing of the Certificate of Retirement had the effect of amending the Certificate of Incorporation such that, upon the effectiveness of the Certificate of Retirement, the Company’s total number of authorized shares of capital stock has been reduced by the number of retired shares of Class B Common Stock.

The conversion had the following effects, among others, on the holders of shares of Class B common stock:

Voting Power. Prior to the conversion, holders of shares of Class B common stock were entitled to cast ten votes per share on any matter submitted to a vote of the Company’s stockholders. As a result of the conversion, all former holders of shares of Class B common stock are now holders of shares of Class A common stock, which is entitled to only one vote per share on all matters subject to a stockholder vote. In addition, the provisions of the Certificate of Incorporation and Delaware law that entitled the holders of shares of Class A and Class B common stock, in certain circumstances, to separate class voting rights are no longer applicable as a result of the conversion.

Economic Interests. Because holders of shares of Class A common stock are entitled to the same economic interests to which former holders of shares of Class B common stock were entitled before the


conversion, including with regard to dividends, liquidation rights, and treatment in connection with a change of control or merger transaction, the conversion had no impact on the economic interests of former holders of shares of Class B common stock.

Capitalization. The conversion had no impact on the total number of the Company’s outstanding shares of capital stock, as the shares of Class B common stock converted into an equivalent number of shares of Class A common stock.

Equity Incentive Plans. Upon the effectiveness of the conversion, outstanding options and restricted stock units that were previously denominated in shares of Class B common stock and issued under the Company’s 2012 Equity Incentive Plan remained unchanged, except that they now represent the right to receive shares of Class A common stock.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described under Item 3.03, on March 3, 2021, the Company filed the Certificate of Retirement with the Secretary of State of the State of Delaware to retire the shares of Class B common stock that were issued but no longer outstanding following the conversion.

The foregoing description of the Certificate of Retirement is a summary only and is qualified in its entirety by reference to the full text of (a) the Certificate of Retirement, a copy of which is attached as Exhibit 3.1 hereto, and (b) the Certificate of Incorporation, a copy of which is incorporated by reference herein as Exhibit 3.2 hereto, and both of which are incorporated by reference into this Item 5.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Incorporated by Reference
Exhibit No. Description Form File No. Exhibit Filing Date
3.1
3.2
8-K 001-395504 3.1 9/18/2020















SIGNATURES

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


Snowflake Inc.
Dated: March 3, 2021
By: /s/ Michael P. Scarpelli
Michael P. Scarpelli
Chief Financial Officer


CERTIFICATE OF RETIREMENT
OF
CLASS B COMMON STOCK
OF
SNOWFLAKE INC.
Pursuant to Section 243(b)
of the General Corporation Law
of the State of Delaware
Snowflake Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), HEREBY CERTIFIES as follows:
1. Part A of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on September 18, 2020 (the “Amended and Restated Certificate”) provides, among other things, that the total number of shares of capital stock that the Corporation shall have authority to issue is 3,055,000,000, consisting of (i) 2,500,000,000 shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), (ii) 355,000,000 shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), and (iii) 200,000,000 shares of Preferred Stock, par value $0.0001 per share.
2. 169,538,568 shares of Class B Common Stock, constituting all of the outstanding shares of Class B Common Stock, have been converted (the “Conversion”) into shares of Class A Common Stock of the Corporation pursuant to the provisions of Part D of Article IV of the Amended and Restated Certificate.
3. Section 9 of Part D of Article IV of the Amended and Restated Certificate provides that, following the Conversion, the shares of Class B Common Stock shall be retired and shall not be reissued.
4. Pursuant to Section 243 of the General Corporation Law of the State of Delaware (the “DGCL”) and Section 9 of Part D of Article IV of the Amended and Restated Certificate, the reissuance of 169,538,568 shares of Class B Common Stock is prohibited and such shares of Class B Common Stock are hereby retired.
5. Pursuant to Section 243 of the DGCL, the total number of shares of Class B Common Stock authorized is reduced to 185,461,432 shares of the Class B Common Stock.
Signature page follows




IN WITNESS WHEREOF, Snowflake Inc. has caused this Certificate of Retirement to be signed by its duly authorized officer as of March 3, 2021.
 
SNOWFLAKE INC.
  
  By:   /s/ Michael Scarpelli
    Michael Scarpelli
    Chief Financial Officer



IMAGE1A.JPG
Snowflake Reports Financial Results for the Fourth Quarter and Full Year of Fiscal 2021

•Product revenue of $178.3 million in the fourth quarter, representing 116% year-over-year growth
•Remaining performance obligations of $1.3 billion, representing 213% year-over-year growth
•4,139 total customers
•Net revenue retention rate of 168%
•77 customers with trailing 12-month product revenue greater than $1 million


SAN MATEO, Calif. - March 3, 2021 - Snowflake (NYSE: SNOW), the Data Cloud company, today announced financial results for its fourth quarter and full year of fiscal 2021, ended January 31, 2021.

Revenue for the quarter was $190.5 million, representing 117% year-over-year growth. Product revenue for the quarter was $178.3 million, representing 116% year-over-year growth. Remaining performance obligations were $1.3 billion, representing 213% year-over-year growth. Net revenue retention rate was 168% as of January 31, 2021. The company now has 4,139 total customers and 77 customers with trailing 12-month product revenue greater than $1 million. See the section titled “Key Business Metrics” for definitions of product revenue, remaining performance obligations, net revenue retention rate, total customers, and customers with trailing 12-month product revenue greater than $1 million.

“We finished our fiscal year with strong performance and reported triple-digit product revenue growth,” said Snowflake CEO, Frank Slootman. “Remaining performance obligations showed a robust increase year-on-year, reflecting strength in sales across the board. Coupled with this rapid growth, we saw improving operating efficiency while expanding our footprint globally. These results indicate that customers across multiple industries rely on the Snowflake Data Cloud to mobilize their data and enable breakthrough data strategies.”





Fourth Quarter Fiscal 2021 GAAP and Non-GAAP Results:

The following table summarizes our financial results for the fourth quarter of fiscal 2021:

Fourth Quarter Fiscal 2021
GAAP Results
Fourth Quarter Fiscal 2021
Non-GAAP Results(1)
Amount
(millions) 		Year/Year Growth
Product revenue $178.3 116  %
Amount
(millions) 		Margin Amount
(millions) 		Margin
Product gross profit $114.5 64  % $125.3 70  %
Operating loss ($200.4) (105  %) ($46.0) (24  %)
Net cash provided by operating activities $19.6
Free cash flow $7.3 4  %
Adjusted free cash flow $17.3 9  %

(1) We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” for an explanation of non-GAAP financial measures, and the table entitled “GAAP to Non-GAAP Reconciliations” for a reconciliation of GAAP to non-GAAP financial measures.
Note: Fiscal year ends January 31. Numbers are rounded for presentation purposes.


Full-Year Fiscal 2021 GAAP and Non-GAAP Results:

The following table summarizes our financial results for the full-year fiscal 2021:

Full-Year Fiscal 2021
GAAP Results
Full-Year Fiscal 2021
Non-GAAP Results(1)
Amount
(millions) 		Year/Year Growth
Product revenue $553.8 120  %
Amount
(millions) 		Margin Amount
(millions) 		Margin
Product gross profit $360.0 65  % $380.4 69  %
Operating loss ($543.9) (92  %) ($224.9) (38  %)
Net cash used in operating activities ($45.4)
Free cash flow ($85.7) (14  %)
Adjusted free cash flow ($71.6) (12  %)

(1) We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” for an explanation of non-GAAP financial measures, and the table entitled “GAAP to Non-GAAP Reconciliations” for a reconciliation of GAAP to non-GAAP financial measures.
Note: Fiscal year ends January 31. Numbers are rounded for presentation purposes.




Financial Outlook:

Our guidance includes GAAP and non-GAAP financial measures.

The following table summarizes our guidance for the first quarter of fiscal 2022:

First Quarter Fiscal 2022
GAAP Guidance
First Quarter Fiscal 2022
Non-GAAP Guidance(1)
Amount
(millions) 		Year/Year Growth
Product revenue $195 - $200 92 - 96%
Margin
Operating loss (23  %)
Amount
(millions)
Weighted-average shares used to compute diluted net loss per share attributable to common stockholders - basic and diluted 289 

(1) We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” for an explanation of non-GAAP financial measures.


The following table summarizes our guidance for the full-year fiscal 2022:

Full-Year Fiscal 2022
GAAP Guidance
Full-Year Fiscal 2022
Non-GAAP Guidance(1)
Amount
(millions) 		Year/Year Growth
Product revenue $1,000 - $1,020 81 - 84%
Margin
Product gross profit 71  %
Operating loss (19  %)
Adjusted free cash flow 0  %
Amount
(millions)
Weighted-average shares used to compute diluted net loss per share attributable to common stockholders - basic and diluted 295 

(1) We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” for an explanation of non-GAAP financial measures.

A reconciliation of non-GAAP guidance measures to corresponding GAAP guidance measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding, and the potential variability of, expenses that may be incurred in the future. Stock-based compensation expense-related charges, including employer payroll tax-related items on employee stock transactions, are impacted by the timing of employee stock transactions, the future fair market value of our common stock, and our future hiring and retention needs, all of which are difficult to predict and subject to constant change. We have provided a reconciliation of GAAP to non-GAAP financial measures in the financial statement tables for our historical non-GAAP financial results included in this press release. Our fiscal year ends January 31, and numbers are rounded for presentation purposes.




Conference Call Details

We will host a conference call today, beginning at 2 p.m. Pacific Time on March 3, 2021. Investors and participants can register for the call in advance by visiting http://www.directeventreg.com/registration/event/3553798. After registering, a confirmation will be sent via email, including dial-in details and unique conference call access codes required for call entry.

The call will also be webcast live on the Snowflake Investor Relations website.

An audio replay of the conference call and webcast will be available two hours after its completion and will be accessible for 30 days on the Snowflake Investor Relations website.


Investor Presentation Details

An investor presentation providing additional information and analysis can be found at https://investors.snowflake.com.

Statement Regarding Use of Non‑GAAP Financial Measures

We report the following non-GAAP financial measures, which have not been prepared in accordance with generally accepted accounting principles in the United States (GAAP), in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.

▪Product gross profit and Operating income (loss). Our non-GAAP product gross profit and operating income (loss) measures exclude the effect of stock-based compensation expense-related charges, including employer payroll tax-related items on employee stock transactions, amortization of acquired intangibles, and expenses associated with acquisitions and strategic investments. We believe the presentation of operating results that exclude these non-cash or non-recurring items provides useful supplemental information to investors and facilitates the analysis of our operating results and comparison of operating results across reporting periods.

▪Free cash flow and Adjusted free cash flow. Free cash flow is defined as net cash provided by (used in) operating activities reduced by purchases of property and equipment and capitalized internal-use software development costs. Adjusted free cash flow is defined as free cash flow plus cash paid on employer payroll tax-related items on employee stock transactions. Free cash flow margin and adjusted free cash flow margin are calculated as free cash flow or adjusted free cash flow as a percentage of revenue. We believe these measures provide useful supplemental information to investors because they are indicators of the strength and performance of our core business operations.

We use these non-GAAP financial measures internally for financial and operational decision-making purposes and as a means to evaluate period-to-period comparisons. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP. Our presentation of non-GAAP financial measures 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 reconciliation between these presentations, to more fully understand our business. Please see the tables included at the end of this release for the reconciliation of GAAP to non-GAAP results.

Key Business Metrics

•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 includes 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 on 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. Product revenue excludes our professional services and other revenue.



•Remaining Performance Obligations. Remaining performance obligations (RPO) represent the amount of contracted future revenue that has not yet been recognized, including both deferred revenue and 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. 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, 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.

•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 end-customer account that has at least one corresponding capacity contract or order form 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.

•Net Revenue Retention Rate. To calculate net revenue retention rate, 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. 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. 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.

•Customers with Trailing 12-Month Product Revenue Greater than $1 Million. To calculate the number of customers with trailing 12-month product revenue greater than $1 million, 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.

Use of Forward‑Looking Statements

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding our performance, including but not limited to statements in the section titled “Financial Outlook.” The forward-looking statements contained in this release and the accompanying oral presentation are subject to known and unknown risks, uncertainties, assumptions, and other factors that may cause actual results or outcomes to be materially different from any future results or outcomes expressed or implied by the forward-looking statements. These risks, uncertainties, assumptions, and other factors include, but are not limited to, those related to our business and financial performance, the effects of COVID-19 or other public health crises on our business, results of operations, and financial condition, our ability to attract and retain customers, our ability to develop new products and services and enhance existing products and services, our ability to respond rapidly to emerging technology trends, our ability to execute on our business strategy, including our strategy related to the Data Cloud, our ability to increase and predict customer consumption of our platform, our ability to compete effectively, and our ability to manage growth.

Further information on these and additional risks, uncertainties, and other factors that could cause actual outcomes and results to differ materially from those included in or contemplated by the forward-looking statements contained in this release are included under the caption “Risk Factors” and elsewhere in our Form 10-Q for the fiscal quarter ended October 31, 2020 and other filings and reports we make with the Securities and Exchange Commission from time to time, including our Form 10-K that will be filed for the fiscal year ended January 31, 2021.

Moreover, we operate in a very competitive and rapidly changing environment, and new risks may emerge from time to time. It is not possible for us to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results or outcomes to differ materially from those contained in any forward-looking statements we may make. Forward-looking statements speak only as of the date the statements are made and are based on information available to us at the time those statements are made and/or management's good faith belief as of that time with respect to future events. Except as required by law, we undertake no obligation, and do not intend, to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter.




About Snowflake
Snowflake delivers the Data Cloud — a global network where thousands of organizations mobilize data with near-unlimited scale, concurrency, and performance. Inside the Data Cloud, organizations unite their siloed data, easily discover and securely share governed data, and execute diverse analytic workloads. Wherever data or users live, Snowflake delivers a single and seamless experience across multiple public clouds. Snowflake’s platform is the engine that powers and provides access to the Data Cloud, creating a solution for data warehousing, data lakes, data engineering, data science, data application development, and data sharing. Join Snowflake customers, partners, and data providers already taking their businesses to new frontiers in the Data Cloud at Snowflake.com.

Investor Contact
Jimmy Sexton
IR@snowflake.com

Press Contact
Eszter Szikora
Press@snowflake.com

Source: Snowflake Inc.



Snowflake Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)

Three Months Ended January 31, Twelve Months Ended January 31,
2021 2020 2021 2020
Revenue $ 190,465  $ 87,692  $ 592,049  $ 264,748 
Cost of revenue 82,904  34,522  242,588  116,557 
Gross profit 107,561  53,170  349,461  148,191 
Operating expenses:
Sales and marketing 154,050  80,444  479,317  293,577 
Research and development 93,997  29,709  237,946  105,160 
General and administrative 59,911  28,129  176,135  107,542 
Total operating expenses 307,958  138,282  893,398  506,279 
Operating loss (200,397) (85,112) (543,937) (358,088)
Interest income 1,853  2,299  7,507  11,551 
Other income (expense), net 951  (186) (610) (1,005)
Loss before income taxes (197,593) (82,999) (537,040) (347,542)
Provision for income taxes 1,342  255  2,062  993 
Net loss $ (198,935) $ (83,254) $ (539,102) $ (348,535)
Net loss per share attributable to common stockholders - basic and diluted $ (0.70) $ (1.67) $ (3.81) $ (7.77)
Weighted-average shares used to compute net loss per share attributable to common stockholders - basic and diluted 284,121,777  49,992,181  141,613,196  44,847,442 




Snowflake Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)

January 31, 2021 January 31, 2020
Assets
Current assets:
Cash and cash equivalents $ 820,177  $ 127,206 
Short-term investments 3,087,887  306,844 
Accounts receivable, net 294,017  179,459 
Deferred commissions, current 32,371  26,358 
Prepaid expenses and other current assets 66,200  25,327 
Total current assets 4,300,652  665,194 
Long-term investments 1,165,275  23,532 
Property and equipment, net 68,968  27,136 
Operating lease right-of-use assets 186,818  195,976 
Goodwill 8,449  7,049 
Intangible assets, net 16,091  4,795 
Deferred commissions, non-current 86,164  69,516 
Other assets 89,322  19,522 
Total assets $ 5,921,739  $ 1,012,720 
Liabilities, Redeemable Convertible Preferred Stock and
Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable $ 5,647  $ 8,488 
Accrued expenses and other current liabilities 125,315  62,817 
Operating lease liabilities, current 19,650  18,092 
Deferred revenue, current 638,652  327,058 
Total current liabilities 789,264  416,455 
Operating lease liabilities, non-current 184,887  193,175 
Deferred revenue, non-current 4,194  2,907 
Other liabilities 6,923  8,466 
Redeemable convertible preferred stock —  936,474 
Stockholders’ equity (deficit) 4,936,471  (544,757)
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit) $ 5,921,739  $ 1,012,720 




Snowflake Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

Three Months Ended January 31, Twelve Months Ended January 31,
2021 2020 2021 2020
Cash flows from operating activities:
Net loss $ (198,935) $ (83,254) $ (539,102) $ (348,535)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization 3,215  1,265  9,826  3,522 
Non-cash operating lease costs 8,635  7,978  33,475  27,712 
Amortization of deferred commissions 7,608  5,578  28,841  16,986 
Stock-based compensation, net of amounts capitalized 143,651  20,974  301,441  78,399 
Net amortization (accretion) of premiums (discounts) on investments 7,513  (310) 8,630  (5,459)
Other 507  200  4,580  1,476 
Changes in operating assets and liabilities, net of effect of acquisitions:
Accounts receivable (125,510) (78,676) (116,289) (116,869)
Deferred commissions (24,183) (33,591) (51,444) (68,595)
Prepaid expenses and other assets (32,869) (1,955) (62,349) (10,811)
Accounts payable 928  (9,450) (2,878) 1,116 
Accrued expenses and other liabilities 35,775  20,626  58,252  34,994 
Operating lease liabilities (7,863) (7,403) (31,281) (13,455)
Deferred revenue 201,142  115,226  312,881  222,961 
Net cash provided by (used in) operating activities 19,614  (42,792) (45,417) (176,558)
Cash flows from investing activities:
Purchases of property and equipment (11,019) (4,079) (35,037) (18,583)
Capitalized internal-use software development costs (1,279) (1,325) (5,293) (4,265)
Cash paid for acquisitions, net of cash acquired —  —  (6,035) (6,314)
Purchases of intangible assets (2,190) —  (8,374) — 
Purchases of investments (3,624,832) (105,375) (4,859,852) (622,854)
Sales of investments 148,365  10,691  177,070  14,087 
Maturities and redemptions of investments 329,348  84,438  700,876  776,424 
Net cash (used in) provided by investing activities (3,161,607) (15,650) (4,036,645) 138,495 
Cash flows from financing activities:
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs —  —  478,573  24,121 
Proceeds from initial public offering and private placements, net of underwriting discounts
—  —  4,242,284  — 
Proceeds from early exercised stock options —  271  159  6,213 
Proceeds from exercise of stock options 22,278  6,387  53,378  27,526 
Proceeds from repayment of a nonrecourse promissory note —  —  2,090  — 
Repurchases of early exercised stock options and restricted common stock —  —  (30) (391)
Payments of deferred purchase consideration for acquisitions —  —  (1,164) — 
Net cash provided by financing activities 22,278  6,658  4,775,290  57,469 
Effect of exchange rate changes on cash, cash equivalents and restricted cash (11) —  (11) — 
Net (decrease) increase in cash, cash equivalents and restricted cash (3,119,726) (51,784) 693,217  19,406 
Cash, cash equivalents and restricted cash at beginning of period 3,954,919  193,760  141,976  122,570 
Cash, cash equivalents and restricted cash at end of period $ 835,193  $ 141,976  $ 835,193  $ 141,976 



Snowflake Inc.
GAAP to Non-GAAP Reconciliations
(in thousands, except percentages)
(unaudited)

Three Months Ended January 31, 2021
GAAP amounts GAAP amounts as a % of revenue
Stock-based compensation expense-related charges(1)
Amortization of acquired intangibles Expenses associated with acquisitions and strategic investments Non-GAAP amounts Non-GAAP amounts as a % of revenue
Revenue:
Product revenue $ 178,288  94  %
Professional services and other revenue 12,177  6  %
Revenue 190,465  100  %
Year over Year % Growth 117  %
Cost of Revenue:
Cost of product revenue 63,770  33  % $ (10,171) $ (566) $ —  $ 53,033  28  %
Cost of professional services and other revenue 19,134  11  % (8,702) —  —  10,432  5  %
Total cost of revenue 82,904  44  % (18,873) (566) —  63,465  33  %
Gross profit (loss):
Product gross profit 114,518  10,171  566  —  125,255 
Professional services and other gross profit (loss) (6,957) 8,702  —  —  1,745 
Total gross profit 107,561  56  % 18,873  566  —  127,000  67  %
Product gross margin 64  % 6  % —  % —  % 70  %
Professional services and other gross margin (57  %) 71  % —  % —  % 14  %
Total gross margin 56  % 11  % —  % —  % 67  %
Operating expenses:
Sales and marketing 154,050  81  % (52,438) —  —  101,612  54  %
Research and development 93,997  49  % (53,440) —  —  40,557  21  %
General and administrative 59,911  31  % (28,713) (352) (44) 30,802  16  %
Total operating expenses 307,958  161  % (134,591) (352) (44) 172,971  91  %
Operating loss $ (200,397) (105  %) $ 153,464  $ 918  $ 44  $ (45,971) (24  %)
Operating margin (105  %) 81  % —  % —  % (24  %)
(1) Stock-based compensation expense-related charges included approximately $9.6 million of employer payroll tax-related expenses on employee stock transactions.



Three Months Ended January 31, 2020
GAAP amounts GAAP amounts as a % of revenue
Stock-based compensation expense-related charges(1)
Amortization of acquired intangibles Expenses associated with acquisitions and strategic investments Non-GAAP amounts Non-GAAP amounts as a % of revenue
Revenue:
Product revenue $ 82,432  94  %
Professional services and other revenue 5,260  6  %
Revenue 87,692  100  %
Year over Year % Growth 139  %
Cost of Revenue:
Cost of product revenue 28,777  33  % $ (472) $ (281) $ —  $ 28,024  32  %
Cost of professional services and other revenue 5,745  6  % (496) —  —  5,249  6  %
Total cost of revenue 34,522  39  % (968) (281) —  33,273  38  %
Gross profit (loss):
Product gross profit 53,655  472  281  —  54,408 
Professional services and other gross profit (loss) (485) 496  —  —  11 
Total gross profit 53,170  61  % 968  281  —  54,419  62  %
Product gross margin 65  % 1  % —  % —  % 66  %
Professional services and other gross margin (9  %) 9  % —  % —  % —  %
Total gross margin 61  % 1  % —  % —  % 62  %
Operating expenses:
Sales and marketing 80,444  92  % (5,424) (16) —  75,004  86  %
Research and development 29,709  34  % (4,929) —  —  24,780  28  %
General and administrative 28,129  32  % (9,758) —  —  18,371  21  %
Total operating expenses 138,282  158  % (20,111) (16) —  118,155  135  %
Operating loss $ (85,112) (97  %) $ 21,079  $ 297  $ —  $ (63,736) (73  %)
Operating margin (97  %) 24  % —  % —  % (73  %)
(1) Stock-based compensation expense-related charges included approximately $0.1 million of employer payroll tax-related expenses on employee stock transactions.



Twelve Months Ended January 31, 2021
GAAP amounts GAAP amounts as a % of revenue
Stock-based compensation expense-related charges(1)
Amortization of acquired intangibles Expenses associated with acquisitions and strategic investments Non-GAAP amounts Non-GAAP amounts as a % of revenue
Revenue:
Product revenue $ 553,794  94  %
Professional services and other revenue 38,255  6  %
Revenue 592,049  100  %
Year over Year % Growth 124  %
Cost of Revenue:
Cost of product revenue 193,835  33  % $ (18,724) $ (1,696) $ —  $ 173,415  29  %
Cost of professional services and other revenue 48,753  8  % (16,104) —  —  32,649  6  %
Total cost of revenue 242,588  41  % (34,828) (1,696) —  206,064  35  %
Gross profit (loss):
Product gross profit 359,959  18,724  1,696  —  380,379 
Professional services and other gross profit (loss) (10,498) 16,104  —  —  5,606 
Total gross profit 349,461  59  % 34,828  1,696  —  385,985  65  %
Product gross margin 65  % 4  % —  % —  % 69  %
Professional services and other gross margin (27  %) 42  % —  % —  % 15  %
Total gross margin 59  % 6  % —  % —  % 65  %
Operating expenses:
Sales and marketing 479,317  81  % (104,537) (12) —  374,768  63  %
Research and development 237,946  40  % (103,954) —  —  133,992  23  %
General and administrative 176,135  30  % (72,647) (1,069) (296) 102,123  17  %
Total operating expenses 893,398  151  % (281,138) (1,081) (296) 610,883  103  %
Operating loss $ (543,937) (92  %) $ 315,966  $ 2,777  $ 296  $ (224,898) (38  %)
Operating margin (92  %) 54  % —  % —  % (38  %)
(1) Stock-based compensation expense-related charges included approximately $14.2 million of employer payroll tax-related expenses on employee stock transactions.



Twelve Months Ended January 31, 2020
GAAP amounts GAAP amounts as a % of revenue
Stock-based compensation expense-related charges(1)
Amortization of acquired intangibles Expenses associated with acquisitions and strategic investments Non-GAAP amounts Non-GAAP amounts as a % of revenue
Revenue:
Product revenue $ 252,229  95  %
Professional services and other revenue 12,519  5  %
Revenue 264,748  100  %
Year over Year % Growth 174  %
Cost of Revenue:
Cost of product revenue 96,622  36  % $ (1,919) $ (849) $ —  $ 93,854  35  %
Cost of professional services and other revenue 19,935  8  % (1,732) —  —  18,203  7  %
Total cost of revenue 116,557  44  % (3,651) (849) —  112,057  42  %
Gross profit (loss):
Product gross profit 155,607  1,919  849  —  158,375 
Professional services and other gross loss (7,416) 1,732  —  —  (5,684)
Total gross profit 148,191  56  % 3,651  849  —  152,691  58  %
Product gross margin 62  % 1  % —  % —  % 63  %
Professional services and other gross margin (59  %) 14  % —  % —  % (45  %)
Total gross margin 56  % 1  % 1  % —  % 58  %
Operating expenses:
Sales and marketing 293,577  111  % (20,922) (58) —  272,597  103  %
Research and development 105,160  40  % (15,786) —  —  89,374  34  %
General and administrative 107,542  41  % (38,257) —  (328) 68,957  26  %
Total operating expenses 506,279  192  % (74,965) (58) (328) 430,928  163  %
Operating loss $ (358,088) (136  %) $ 78,616  $ 907  $ 328  $ (278,237) (105  %)
Operating margin (136  %) 30  % 1  % —  % (105  %)
(1) Stock-based compensation expense-related charges included approximately $0.2 million of employer payroll tax-related expenses on employee stock transactions.










Three Months Ended January 31, Twelve Months Ended January 31,
2021 2020 2021 2020
Revenue $ 190,465  $ 87,692  $ 592,049  $ 264,748 
GAAP net cash provided by (used in) operating activities $ 19,614  $ (42,792) $ (45,417) $ (176,558)
Less: purchases of property and equipment (11,019) (4,079) (35,037) (18,583)
Less: capitalized internal-use software development costs (1,279) (1,325) (5,293) (4,265)
Non-GAAP free cash flow 7,316  (48,196) (85,747) (199,406)
Add: cash paid for employer payroll tax-related items on employee stock transactions 9,940  105  14,136  217 
Non-GAAP adjusted free cash flow $ 17,256  $ (48,091) $ (71,611) $ (199,189)
Non-GAAP free cash flow margin 4  % (55  %) (14  %) (75  %)
Non-GAAP adjusted free cash flow margin 9  % (55  %) (12  %) (75  %)