Palantir Technologies (PLTR) 10-K risk factor changes: FY2021 vs FY2020

[removed: _Investing] [added: Investing] in our Class A common stock involves a high degree of risk.

[removed: You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form 10-K,] including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and accompanying notes, before making a decision to invest in our Class A common stock.

Our business, financial condition, results of operations, or prospects could also be harmed by risks and uncertainties not currently known to us or that we currently do not believe are [removed: material.]

In that event, the trading price of our Class A common stock could decline, and you could lose part or all of your [removed: investment._][added: investment.]

[removed: Risk] [added: Risk] Factor [removed: Summary][added: Summary]

| | • | | we may not [added: be] able to maintain and enhance our brand and reputation; |

| | • | | joint ventures, channel sales relationships, platform [removed: partners] [added: partnerships,] and strategic alliances may be unsuccessful; |

| | • | | issues [removed: in] [added: raised by] the use of artificial intelligence in our platforms may result in reputational harm or liability; |

| | • | | we may fail to adequately obtain, maintain, [removed: protect] [added: protect,] and enforce our intellectual property and other proprietary rights; |

| | • | | there may be real or perceived errors, failures, [removed: defects] [added: defects,] or bugs in our platforms; |

| | • | | [removed: the majority] [added: many] of our customer contracts may be terminated by the customer at any time for convenience and may contain other provisions permitting the customer to discontinue contract performance; |

| | • | | we may not realize the full [added: deal] value of our customer contracts; |

| | • | | there may be a decline in the U.S. and other government budgets, changes in spending or budgetary priorities, or delays in [removed: contracts] [added: contract] awards; and |

| | • | | the multi-class structure of our common stock, the Founder Voting Trust [removed: Agreement] [added: Agreement,] and the Founder Voting Agreement concentrate voting power with certain stockholders, in particular, our Founders and their affiliates. |

[removed: Risks] [added: Risks] Related to Our Business and [removed: Industry][added: Industry]

[removed: _We] [added: We] have incurred losses each year since our inception, we expect our operating expenses to increase, and we may not become profitable in the [removed: future._][added: future.]

To the extent we are successful in increasing our customer base, we may also incur increased losses because the costs associated with acquiring and growing our customers via our Acquire, Expand, and Scale business model and with research and development are generally incurred upfront, while our revenue from customer contracts is [added: generally recognized over the contract term.]

We may not be able to increase our revenue at a rate sufficient to offset increases in our costs of revenue and operating expenses in the near term or at all, which would prevent us from [removed: achieving or maintaining profitability in the future.]

[removed: _We] [added: We] may not be able to sustain our revenue growth rate in the [removed: future._][added: future.]

[removed: _Our] [added: Our] sales efforts involve considerable time and expense and our sales cycle is often long and [removed: unpredictable._][added: unpredictable.]

In addition, we [removed: currently] have a [removed: limited] [added: growing] direct sales force, and our sales efforts have historically depended on the significant involvement of our senior management team.

Our results of operations depend on sales to enterprise customers, which make product purchasing decisions based in part or entirely on factors, or perceived factors, not directly related to the features of the platforms, including, among others, that customer’s projections of business growth, uncertainty about economic conditions (including as a result of the ongoing [removed: COVID-19 outbreak), capital budgets, anticipated cost savings from the implementation of our platforms, potential preference for such customer’s internally-developed software solutions, perceptions about our business and platforms, more favorable terms offered by potential competitors, and previous technology investments.]

[removed: _Historically,] [added: Historically,] existing customers have expanded their relationships with us, which has resulted in a limited number of customers accounting for a substantial portion of our revenue.

If existing customers do not make subsequent purchases from us or renew their contracts with us, or if our relationships with our largest customers are impaired or terminated, our revenue could decline, and our results of operations would be adversely [removed: impacted._][added: impacted.]

Our top three customers together accounted for [removed: 25%] [added: 18%] and [removed: 28%] [added: 25%] of our revenue for the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

Our top three customers by revenue, for the year ended December 31, [removed: 2020,] [added: 2021,] have been with us for an average of [removed: 5.7] [added: five] years as of December 31, [removed: 2020.][added: 2021.]

While we generally offer contract terms up to five years in length, our customers sometimes enter into shorter-term contracts, such as [removed: one-year subscriptions, which may not provide for automatic renewal and may require the customer to opt-in to extend the term.]

[removed: _We] [added: We] may not realize the full deal value of our customer contracts, which may result in lower than expected [removed: revenue._][added: revenue.]

As of December 31, [removed: 2020,] [added: 2021,] the total remaining deal value of the contracts that we had been awarded by, or entered into with, commercial and government customers, including existing contractual obligations and contractual [removed: options available to those customers, was $2.8 billion.]

Of our total remaining deal value, as of December 31, [removed: 2020, $1.5] [added: 2021, $2.6] billion was the remaining deal value of our contracts with commercial customers and [removed: $1.3] [added: $1.2] billion was the remaining deal value of our contracts with government customers.

[removed: The majority] [added: Many] of these contracts are subject to termination for convenience provisions.

This is because the actual timing and amount of revenue under contracts included are subject to various contingencies, including exercise of contractual options, customers not terminating their contracts, and [removed: renegotiations] [added: renegotiation] of contracts.

[removed: _Our] [added: Our] results of operations and our key business measures are likely to fluctuate significantly on a quarterly basis in future periods and may not fully reflect the underlying performance of our business, which makes our future results difficult to predict and could cause our results of operations to fall below [removed: expectations._][added: expectations.]

| | • | | Cyberattacks and other actual or perceived data or security [removed: breaches;] [added: breaches or incidents;] |

In addition, [added: many of] our contracts [removed: generally] contain termination for convenience provisions, and we may be obligated to repay prepaid amounts or otherwise not realize anticipated future revenue should we fail to provide future services as anticipated.

[removed: _Seasonality] [added: Seasonality] may cause fluctuations in our results of operations and [removed: position._][added: position.]

Because a significant portion of our customer contracts are typically finalized near the end of the year, and we typically invoice customers shortly after entering into a contract, we [added: may] receive a [removed: significant] portion of our customer payments near the end of the year and record [added: such payment as] an increase in [removed: contract liabilities,] [added: deferred revenue or customer deposits (“contract liabilities”),] while the revenue from our customer contracts is generally recognized over the contract term.

[removed: _Our] [added: Our] platforms are complex and may have a lengthy implementation process, and any failure of our platforms to satisfy our customers or perform as desired could harm our business, results of operations, and financial [removed: condition._][added: condition.]

Similarly, our platforms sometimes [added: are] used by customers with smaller or less sophisticated IT departments, potentially resulting in [removed: sub-optimal performance at a level lower than anticipated by the customer.]

Because our customers rely on our platforms and services to address important business goals and challenges, the incorrect or improper use or configuration of our platforms and O&M services, failure to properly train customers on how to efficiently and effectively use our platforms, or failure to properly provide implementation or analytical or maintenance services to our customers may result in contract terminations or [removed: non-renewals, reduced customer payments, negative publicity, or legal claims against us.]

| --- | --- |

You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report on Form

10-K,

material.

| | • | | we have made and may continue to make strategic investments to support key business initiatives, including in privately-held and publicly-traded companies as well as alternative investments, and we may not realize a return on these investments; |

achieving or maintaining profitability in the future.

COVID-19

pandemic), capital budgets, anticipated cost savings from the implementation of our platforms, potential preference for such customer’s internally-developed software solutions, perceptions about our business and platforms, more favorable terms offered by potential competitors, and previous technology investments.

one-year

subscriptions, which may not provide for automatic renewal and may require the customer to

opt-in

to extend the term.

options available to those customers, was $3.8 billion.

Also, a majority of commercial contracts entered into in connection with our strategic investments are subject to termination, including for convenience in the event the proposed business combination is not completed.

sub-optimal

performance at a level lower than anticipated by the customer.

non-renewals,

reduced customer payments, negative publicity, or legal claims against us.

follow-on

expansion sales of our platforms and services.

platforms and services with a broader base of government and commercial customers.

All of our executive officers and many key personnel are

at-will

Necessary security clearances may be

non-U.S.

government contracts in a timely manner or at all.

non-U.S.

markets where we expect to expand our

non-U.S.

operations.

non-U.S.

markets will depend, among other things, on our ability to successfully build and expand our sales organization and operations.

In addition, we have invested, and may need to continue investing, significant resources in our sales operations to enable our sales organization to run effectively

As we expand access to our products to early- or growth-stage compaines, our pricing model and product and service offerings for such customers may be tailored to be attractive for such customers.

Our contracts with our customers are typically

non-exclusive,

non-cash

items.

in-house

software development projects often favored by internal IT departments or other competitive products and services.

##### [Table of Contents](#toc)

generally recognized over the contract term.

resources.

If

affected, we may face negative publicity, and our reputation with potential customers could be damaged.

including terminating our contracts or refusing a particular product use case could harm our brand and reputation.

the customer, and the software typically requires additional labor contracts for modifications, updates, and services during the life of that specific software.

have few formal promotions.

supply a new product leveraging certain components of Foundry integrated with IBM’s Cloud Pak for Data.

In addition, in November 2019, we created a jointly controlled entity in Japan with SOMPO.

The outbreak of the novel coronavirus and the COVID-19 disease that it causes has evolved into a global pandemic.

Furthermore, as a result of the COVID-19 pandemic, we are not requiring employees who are able to work remotely to come into the office through at least June 2021.

had $200.0 million of term loans outstanding and an additional $200.0 million of undrawn revolving commitments available under our secured credit facility.

_Our ability to generate the amount of cash needed to pay interest and principal on our secured credit facility and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control._

Our ability to make scheduled payments on, or to refinance our obligations under, our secured credit facility depends on our financial and operating performance and prevailing economic and competitive conditions.

Certain of these financial and business factors, many of which may be beyond our control, are described above.

If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets, raise additional equity capital, or restructure our debt.

However, there is no assurance that such alternative measures may be successful or permitted under the agreements governing our indebtedness and, as a result, we may not be able to meet our scheduled debt service obligations.

Even if successful, actions taken to improve short-term liquidity in order to meet our debt service and other obligations could harm our long-term business prospects, financial condition, and results of operations.

Our outstanding debt matures in June 2023.

We cannot guarantee that we will be able to refinance our indebtedness or obtain additional financing on satisfactory terms or at all, including due to existing guarantees on our assets or our level of indebtedness and the debt incurrence restrictions imposed by the agreements governing our indebtedness.

Further, the cost and availability of credit are subject to changes in the economic and business environment.

If conditions in major credit markets deteriorate, our ability to refinance our indebtedness or obtain additional financing on satisfactory terms, or at all, may be negatively affected.

Our results of operations may not be sufficient to service our indebtedness and to fund our other expenditures, and we may not be able to obtain financing to meet these requirements.

platforms to fail, our revenue and margins could decline, or our reputation and brand to be damaged, we could be exposed to legal or contractual liability, our expenses could increase, our ability to manage our operations could be interrupted, and our processes for managing our sales and servicing our customers could be impaired until equivalent services or technology, if available, are identified, procured, and implemented, all of which may take significant time and resources, increase our costs, and could adversely affect our business.

reinterpreted after issuance and issued patents may be invalidated.

and pending applications, that cover the goods and services that we offer in certain regions.

contributed software source code for competitive purposes, or for commercial or other purposes beyond what we intended.

reflect in our financial statements with regard to these matters may not reflect the ultimate disposition or financial impact of litigation or other such matters.

United States only with the required export authorizations, which may include license requirements in some circumstances.

could limit our ability to distribute our platforms or could limit our customers’ abilities to implement our platforms in those countries.

For example, recent new standards issued by the Financial Accounting Standards Board could materially impact our financial statements, including Accounting Standards Codification Topic 842 (“ASC 842”), _Leases,_ which we adopted during the year ended December 31, 2020_._ The adoption of this new standard required enhancements to, and changes in our processes and systems, and may require significant additional time and cost on behalf of our financial management.

This may in turn adversely affect our results of operations and growth prospects.

expense without any assurance that these efforts will generate a sale.

programs), which preclude the dissemination of information and technology that is classified for national security purposes under applicable law and regulation.

| | • | | Sales or expected sales of shares of our Class A common stock by us or our stockholders, including in connection with the expiration of the lock-up agreements that certain of our stockholders have entered into in connection with our listing; |

Court of Chancery does not have jurisdiction, another state court in Delaware or, if no state court in Delaware has jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom, in all cases subject to the court having jurisdiction over the claims at issue and the indispensable parties; provided that the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act.

Our executive officers, directors, and record holders representing over 99% of our capital stock and securities convertible into or exchangeable for our capital stock were subject to market standoff or lock-up agreements with us under which they were prohibited from selling shares of our capital stock until February 18, 2021 (the “lock-up period”), except as described below and subject to certain other exceptions.

As such, an aggregate of approximately 1,836.0 million shares, including shares issuable upon exercise of outstanding stock options, were recently released from the lock-up provisions following expiration of the lock-up period related to our listing on the NYSE, subject to applicable securities laws and our insider trading policy.

Sales of substantial amounts of stock in the public markets following the expiration of the lock-up period, or the perception that sales might occur, could cause the trading price of our Class A common stock to decline.

[removed: _The] [added: The] following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere in this Annual Report on Form [removed: 10-K.]

You should review the section titled “Special Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and the section titled “Risk Factors” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Annual Report on Form [removed: 10-K.]

Our historical results are not necessarily indicative of the results that may be expected for any period in the [removed: future._][added: future.]

[removed: Overview][added: Overview]

We believe that every [removed: large] institution faces challenges that our platforms were designed to address.

Over the long term, we believe that every [removed: large] institution in the markets we serve is a potential partner.

[removed: _Direct Listing_][added: Direct Listing charges.]

[removed: _Our Business_][added: Our Business]

For the year ended December 31, [removed: 2020,] [added: 2021,] we generated [removed: $1.1] [added: $1.5] billion in revenue, reflecting a [removed: 47%] [added: 41%] growth rate from the year ended December 31, [removed: 2019,] [added: 2020,] when we generated [removed: $742.6 million] [added: $1.1 billion] in revenue.

In the year ended December 31, 2020, [removed: we incurred] [added: our] losses from operations [removed: of] [added: were] $1.2 billion, or [added: adjusted] income from operations of $189.9 million when excluding stock-based compensation, related employer payroll taxes, and [removed: non-recurring charges relating to our direct listing in 2020.]

In the year ended December 31, [removed: 2019, our] [added: 2021, we incurred] losses from operations [removed: were $576.4] [added: of $411.0] million, or [removed: $334.5] [added: adjusted income from operations of $473.5] million when excluding stock-based [removed: compensation.][added: compensation and related employer payroll taxes.]

In the year ended December 31, [removed: 2019,] [added: 2021,] our gross profit was [removed: $500.2 million,] [added: $1.2 billion,] reflecting a gross margin of [removed: 67%,] [added: 78%,] or [removed: 71%] [added: 82%] when excluding stock-based compensation.

[removed: For more information about our income or loss from operations, when excluding stock-based compensation, related employer payroll taxes, and non-recurring direct listing] [added: Direct Listing] charges; and gross profit, and gross margin, [removed: when excluding] [added: which excludes] stock-based compensation, as well as reconciliations from loss from operations and gross profit, see the section titled [removed: “_Non-GAAP Reconciliations_” below.][added: “]

[removed: _Our Customers_][added: Our Customers]

[removed: As of] [added: During the period ended] December 31, [removed: 2020,] [added: 2021,] we had [removed: 139] [added: 237] customers, including [removed: leading] companies in various commercial sectors as well as government agencies around the world.

We define a customer as an organization from which we have recognized revenue [removed: in a reporting] [added: during the trailing twelve-month] period.

For example, while the U.S. Food and Drug Administration, Centers for Disease [removed: Control,] [added: Control] and [added: Prevention, and] National Institutes of Health are subsidiary agencies of the U.S. Department of Health and Human Services, we treat each of those agencies as a separate customer given that the governing structures and procurement processes of each agency are independent.

We have built lasting and significant customer relationships with some of the world’s leading government institutions and [added: companies, and are expanding our partnerships with early- and growth-stage] companies.

Our average revenue per customer [removed: in] [added: during] the [removed: year] [added: trailing twelve months] ended December 31, [removed: 2020] [added: 2021] was [removed: $7.9] [added: $6.5] million, which [removed: grew 41%] [added: decreased 18%] from [removed: $5.6] [added: an average of $7.9] million [added: in revenue] per customer in the year ended December 31, [removed: 2019.][added: 2020, reflecting our continued acceleration in customer acquisition.]

[removed: Large organizations] [added: Organizations] in the commercial and government sectors face similar challenges when it comes to managing data, and we intend to expand our reach in both markets moving forward.

In the year ended December 31, [removed: 2020, 44%] [added: 2021, 58%] of our revenue came from [removed: commercial] [added: government] customers and [removed: 56%] [added: 42%] came from [removed: government] [added: commercial] agencies.

In the year ended December 31, [removed: 2020,] [added: 2021,] we generated [removed: 52%] [added: 57%] of our revenue from customers in the United States and the remaining [removed: 48%] [added: 43%] from customers abroad.

[removed: As a result of COVID-19,] we [removed: have taken] [added: continue to take] precautionary measures in order to minimize the risk of the virus to our employees, our customers, and the communities in which we operate, [removed: including] [added: which included] the suspension of all [removed: non-essential business travel of employees and the temporary closure of all of our major offices.]

Although the majority of our workforce [removed: currently works] [added: worked] remotely, there [removed: has been] [added: was] minimal disruption in our ability to ensure the effective operation of our software platforms.

[removed: The economic consequences of the COVID-19] pandemic have been challenging for certain of our customers and prospective customers.

[removed: While the broader implications of the COVID-19] pandemic on our results of operations and overall financial performance remain uncertain, the [removed: COVID-19 pandemic has, to date, not had a material adverse impact on our results of operations.]

[removed: The] pandemic has made clear to many of our customers that accommodating the extended timelines ordinarily required to realize results from implementing new software solutions is not an option during a crisis.

We [removed: have seen a decrease] [added: saw decreases] in our travel and office-related expenditures, including [added: during the] temporary closures of our offices globally and reductions in related operating expenses, related to the ongoing [removed: pandemic.]

However, improvement of our contribution metric [removed: this year] has also been driven by the expansion of existing customer accounts, improved sales efficiency, and the increasing deployment of centralized hosting and other software deployment infrastructure.

While we expect our travel and office-related expenditures to increase moving forward, especially [removed: once] [added: as] we [added: continue to] reopen our offices, we do not expect such expenditures to return to their [removed: pre-pandemic levels, given that we have made significant investments in enabling employees to work with customers remotely.]

[removed: Our] [added: Our] Business [removed: Model][added: Model]

As of December 31, [removed: 2020,] [added: 2021,] we expect to generate revenue under our existing customer contracts for an additional [removed: 3.6] [added: 3.5] years on [added: a] dollar-weighted average contract duration basis.

Dollar-weighted average contract duration represents the length of time we expect to generate revenue on average, including existing contractual obligations and assuming that our customers will exercise all of the contractual options available to them, and is subject to change as we enter into new contracts [removed: or if customers terminate for convenience.]

In 2020, [removed: those same customers from 2019] [added: we] generated a total of $1.1 billion in revenue.

New customers acquired during the year ended December 31, [removed: 2020] [added: 2021] generated an additional [removed: $41.8] [added: $83.9] million in revenue and were assigned a cohort as of December 31, [removed: 2020.][added: 2021.]

[removed: _Acquire_][added: Acquire]

In [removed: 2019,] [added: 2020,] we generated [removed: $0.6] [added: $0.3] million in revenue from customers in the Acquire phase, which yielded a contribution loss of [removed: $65.4] [added: $36.8] million.

In [removed: 2020,] [added: 2021,] those same customers generated [removed: $77.1] [added: $45.1] million in revenue which yielded [added: a] contribution profit of [removed: $13.2] [added: $7.2] million.

[removed: _Expand_][added: Expand]

In [removed: 2019,] [added: 2020,] we generated [removed: $176.3] [added: $20.3] million in revenue from customers that were in the Expand phase as of the end of that year, with a contribution margin of [removed: (43)%.][added: (159)%.]

10-K.

10-K.

This section of this Annual Report on Form

10-K

generally discusses fiscal years 2021 and 2020 items and

year-to-year

comparisons between fiscal years 2021 and 2020.

Discussions of fiscal year 2020 items and

year-to-year

comparisons between fiscal years 2020 and 2019 that are not included in this Annual Report on Form

10-K

can be found in Part II, Item 7 of our Annual Report on Form

10-K

for the fiscal year ended December 31, 2020, which was filed with the SEC on February 26, 2021.

We build software that empowers organizations to effectively integrate their data, decisions, and operations at scale.

We were founded in 2003 and started building software for the intelligence community in the United States to assist in counterterrorism investigations and operations.

We later began working with commercial enterprises, who often faced fundamentally similar challenges in working with data.

We have built three principal software platforms, Gotham, Foundry, and Apollo.

Gotham and Foundry enable institutions to transform massive amounts of information into an integrated data asset that reflects their operations.

For over a decade, Gotham has surfaced insights for global defense agencies, the intelligence community, disaster relief organizations and beyond.

Apollo, which we began offering as a commercial solution in 2021, is a cloud-agnostic, single control layer that coordinates ongoing delivery of new features, security updates, and platform configurations, helping to ensure the continuous operation of critical systems.

Apollo allows our customers to run their software in virtually any environment.

In addition to the investments we have made in our platforms, we plan to continue to expand our ability to sell our subscriptions globally by investing in resources to address the business needs of local markets, including, increasing our sales and marketing functions and activities, expanding our ecosystem of service partners to support local deployments, and investing in personnel to support our growing customer base and product offerings.

We regularly evaluate partnerships and investment opportunities in complementary businesses, employee teams, technologies, and intellectual property rights in an effort to expand our product and service offerings.

For example, we have approved and entered into Investment Agreements to purchase, or commit to purchase

shares of various entities, including special purpose acquisition companies and/or other privately-held or publicly-traded

entities.

See further discussion in

Note 4.

Investments and Fair Value Measurements

and

Note 9.

Commitments and Contingencies—Investment Commitments.

Our operating results continued to improve, including when adjusting for stock-based compensation.

non-recurring

For more information about our adjusted income from operations, which excludes stock-based compensation, related employer payroll taxes, and

non-recurring

Reconciliations

” below.

During the period ended December 31, 2020, we had 139 customers.

##### [Table of Contents](#toc)

We founded the company in 2003 to build software for use in counterterrorism operations.

In 2008, we released our first platform, Palantir Gotham, for customers in the intelligence sector.

Gotham enables users to identify patterns hidden deep within datasets, ranging from signals intelligence sources to reports from confidential informants.

Defense agencies in the United States then began using Gotham to investigate potential threats and to help protect soldiers from improvised explosive devices.

Today, the platform is widely used by government agencies in the United States and its allies.

Our software is on the front lines, sometimes literally, and that means so are we.

We later began working with leading companies across industries, including companies in the energy, transportation, financial services, and healthcare sectors.

In 2016, we released our second software platform, Palantir Foundry, to address a common set of challenges that we saw at large companies.

In 2017, for example, our partnership with Airbus expanded into a platform for the aviation industry, and today connects data from more than one hundred airlines and 9,000 aircraft around the world.

On September 30, 2020, we completed a direct listing of our Class A common stock, on the New York Stock Exchange (“NYSE”) (the “Direct Listing”).

Immediately prior to the Direct Listing and the filing of our amended and restated certificate of incorporation, all outstanding shares of redeemable convertible preferred stock and convertible preferred stock were converted into 797,743,185 shares of our Class B common stock, and all of our outstanding preferred stock warrants were converted into common stock warrants, which resulted in the reclassification of the warrants liability to additional paid-in capital.

Additionally, our restricted stock units (“RSUs”) had a performance vesting condition that was satisfied upon the completion of the Direct Listing.

Accordingly, the Direct Listing resulted in the vesting and settlement of RSUs covering 68,149,214 shares of Class A common stock and as a result we recorded cumulative stock-based compensation of $769.5 million on September 30, 2020.

In addition, we incurred fees related to financial advisory, accounting, legal and other professional services related to the Direct Listing and public company readiness initiatives and recorded $53.7 million primarily in general and administrative expense during the quarter ended September 30, 2020.

Our operating results have improved significantly in recent years when excluding stock-based compensation.

Our top twenty customers generated $663.1 million in revenue, or 61% of our total revenue in the year ended December 31, 2020.

From those top twenty customers we generated average revenue per customer of $33.2 million during the year ended December 31, 2020, which grew 34% from an average of $24.8 million from the top twenty customers during the year ended December 31, 2019.

We have also expanded significantly outside the United States.

_Coronavirus (“COVID-19”) Impact_

See the section titled “_Risk Factors_” included elsewhere in this Annual Report on Form 10-K for further discussion of the possible impact of the COVID-19 pandemic on our business.

In 2019, we generated a total of $742.6 million in revenue, of which $0.6 million came from customers in the Acquire phase, $176.3 million came from customers in the Expand phase, and $565.7 million came from customers in the Scale phase.

as identify new ways that those platforms can be used.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (1) | Excludes stock-based compensation. |

| --- | --- |

| Income (loss) from operations, excluding stock-based compensation, related employer payroll taxes, and non-recurring direct listing charges | | $ | 189,865 | | | $ | (334,474) | |

| (1) | Employer payroll taxes related to stock-based compensation were immaterial prior to the quarter ended September 30, 2020. |

| (2) | Non-recurring direct listing charges were primarily incurred during the quarter ended September 30, 2020 and were immaterial in other periods presented and as such are not excluded from such periods. |

_Change in Fair Value of Warrants_

The change in the fair value of warrants consists of the net changes in the fair value of our liability classified warrants to purchase redeemable convertible and convertible preferred stock that were remeasured at the end of each reporting period.

In connection with the Direct Listing, all of the Company’s outstanding preferred stock warrants were converted into common stock warrants, which resulted in the reclassification of the warrants liability to additional paid-in capital.

As such, we do not expect additional charges related to the fair value of these warrants.

| Change in fair value of warrants | | | 811 | | | | (3) | | | | 48,093 | |

| --- | --- | --- |

| | (ii) | During the years ended December 31, 2020, 2019, and 2018, we incurred modification charges of $96.2 million, $27.4 million, and $44.6 million, respectively, from repricing of certain options held by our employees. Additionally, during the years ended December 31, 2020, 2019, and 2018, we incurred modification charges of $9.9 million, $5.6 million, and $3.6 million respectively, related to the extension of the period to exercise of certain options that were approaching expiration. |

| Change in fair value of warrants | | | — | | | | — | | | | 8 | |

| Government | | $ | 610,198 | | | $ | 345,521 | | | $ | 264,677 | | | | 77% | |

| Commercial | | | 482,475 | | | | 397,034 | | | | 85,441 | | | | 22% | |

We are exposed to market risks in the ordinary course of our business, which primarily relate to fluctuations in [added: the value of our investments,] interest rates, foreign exchange, and inflation.

[removed: _Interest] [added: Interest] Rate [removed: Risk_][added: Risk]

[removed: _Foreign] [added: Foreign] Currency Exchange [removed: Risk_][added: Risk]

[removed: Additionally, fluctuations in] foreign currency exchange rates may cause us to recognize transaction gains and losses in our statement of operations.

[removed: _Inflation Risk_][added: Inflation Risk]

Market Risk

As of December 31, 2021, we had outstanding investments valued at $234.2 million in marketable securities.

We may continue to make additional investments or sell the existing investments.

These investments are often in early- or growth-stage companies that have minimal public trading history; as such the fair value of these investments may fluctuate depending on the financial outcome and prospects of the investees, as well as global market conditions including recent and ongoing volatility related to the impacts of

COVID-19.

Additionally, early-stage companies are inherently risky because the technologies or products these companies have under development are typically in the early phases and may never materialize, and they may experience a decline in financial condition, which could result in a loss of a substantial part of our investment in these companies.

We record gains or losses as the fair value of these investments change and as we sell them.

We anticipate additional volatility to our consolidated statements of operations due to changes in market prices, and as such gains and losses are realized.

During the fiscal year ended December 31, 2021, net unrealized losses of $72.8 million related to marketable securities were recorded in other income (expense), net on the consolidated statements of operations.

Our primary investment policy and strategies are focused on the preservation of capital and supporting our liquidity requirements, however, to a lesser extent we have made and may continue to make certain investments in early- and growth-stage companies as disclosed in

Note 4.

Investments and Fair Value Measurements

and

Note 9.

Commitments and Contingencies

and

Note 15.

Subsequent Events

in our consolidated financial statements included elsewhere in this Annual Report on Form

10-K.

Additionally, fluctuations in

Our investment policy and strategy are focused on the preservation of capital and supporting our liquidity requirements.

We have not entered into investments for trading or speculative purposes.

A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our consolidated financial statements.

As of December 31, 2020, we had $200.0 million in variable rate term loans outstanding that are scheduled to mature in June 2023.

An immediate 10% change in LIBOR would not have a material impact on our debt-related obligations, financial position or results of operations.

##### [Table of Contents](#toc)

[removed: Overview][added: Overview]

We have built [removed: two] [added: three] principal software platforms, Palantir Gotham [removed: (“Gotham”) and] [added: (“Gotham”),] Palantir Foundry [removed: (“Foundry”).][added: (“Foundry”), and Palantir Apollo (“Apollo”).]

Gotham enables users to identify patterns hidden deep within datasets, ranging from signals intelligence sources to reports from confidential [removed: informants, and helps U.S. and allied military personnel find what they are looking for.][added: informants.]

And Foundry is becoming [removed: the] [added: a] central operating system not only for individual institutions but [added: also] for entire industries.

Gotham and Foundry enable [removed: these] institutions to transform massive amounts of information into an integrated data asset that reflects their operations.

Our software is [added: currently] used [removed: by customers] across [removed: 40 industries and in] more than [removed: 150 countries.][added: 50 industries around the world.]

[removed: Our Platforms][added: Our Platforms]

We have built [removed: two] [added: three] principal software platforms: [removed: Palantir Gotham] [added: Gotham, Foundry,] and [removed: Palantir Foundry.][added: Apollo.]

Our software platforms provide the critical infrastructure needed to integrate our customers’ data and [removed: operations.][added: operations and run their software in virtually any environment.]

Both [removed: platforms] [added: platforms, backed by Apollo,] can be deployed in almost any environment.

[removed: _Gotham_][added: Gotham]

[removed: It also facilitates the hand-off] between analysts and operational users, helping operators plan and execute real-world responses to threats that have been identified within the platform.

[removed: _Foundry_][added: Foundry]

[removed: Our Customers][added: Our Customers]

As of December 31, [removed: 2020,] [added: 2021,] we had [removed: 139] [added: 237] customers.

[removed: _Overview_][added: Overview]

Of the [removed: $1.1] [added: $1.5] billion in revenue that we generated in [removed: 2020, 56%] [added: 2021, 58%] came from customers in the government segment, and [removed: 44%] [added: 42%] came from customers in the commercial segment.

In [removed: 2020,] [added: 2021,] we earned [removed: 52%] [added: 57%] of our revenue from customers in the United States, and [removed: 48%] [added: 43%] from those abroad.

[removed: _Our] [added: Our] Software at [removed: Work_][added: Work]

[removed: _Industries] [added: Industries] and [removed: Sectors_][added: Sectors]

[removed: Sales] [added: Sales] and [removed: Marketing][added: Marketing]

Our approach to sales and marketing is built around the first two phases of our business model, as described in the section titled [removed: “_Management’s Discussion and Analysis of Financial Condition and Results of Operation — Our Business Model_”: customer acquisition (in the Acquire phase) and account growth (in the Expand phase).][added: “]

[removed: _Customer Acquisition_][added: Customer Acquisition]

Our customer acquisition strategy targets large-scale, [removed: hard-to-execute opportunities at large government and commercial institutions.]

[removed: _Direct] [added: Direct] Sales [removed: Force_][added: Force]

[removed: _Sector] [added: Sector] and Industry [removed: Platforms_][added: Platforms]

[removed: Our approach with Airbus involves a collaborative go-to-market] strategy to distribute the Foundry platform across the aviation industry.

[removed: _U.S.][added: U.S. Government]

We intend to capture an even greater share of U.S. federal government spending on software systems, following our [added: 2018] legal victory in federal court.

[removed: See the section titled _“Management’s] [added: Management’s] Discussion and Analysis of Financial Condition and Results of Operation — Our Business Model [removed: — Government Contracts”_ for a discussion of the terms of our government contracts.]

[removed: _Channel] [added: Channel] Sales & Cloud [removed: Partnerships_][added: Partnerships]

[removed: _Joint] [added: Joint] Ventures & New Business [removed: Partnerships_][added: Partnerships]

[removed: _Account Growth_][added: Account Growth]

[removed: Research] [added: Research] and [removed: Development][added: Development]

[removed: Privacy] [added: Privacy] and Civil [removed: Liberties][added: Liberties]

[removed: _Principles_][added: Principles]

| | • | | [removed: _Systems] [added: Systems] must incorporate privacy from the beginning of the design [removed: process_.] [added: process .] Our goal has always been to eliminate the perceived trade-offs between privacy and utility. To do this, we treat privacy as a fundamental concern at every stage of the engineering process. |

| | • | | [removed: _Decisions] [added: Decisions] that can affect individuals’ rights and liberties cannot be left solely to [removed: computers_.] [added: computers .] Our customers are using data to inform decisions with significant implications for individuals. Rather than relying on algorithms that inhibit accountability, our software empowers humans to make informed decisions. |

| | • | | [removed: _Technology] [added: Technology] is not the answer to every [removed: problem_.] [added: problem .] Some decisions carry implications that are too complex or significant to be automated. We strive to understand major world problems and think critically about whether it’s possible to build complementary solutions in an ethically responsible way. |

[removed: _Customer Impact_][added: Customer Impact]

We build software that empowers organizations to effectively integrate their data, decisions, and operations at scale.

We later began working with commercial enterprises, who often faced fundamentally similar challenges in working with data.

For over a decade, Gotham has surfaced insights for global defense agencies, the intelligence community, disaster relief organizations and beyond.

Apollo is a cloud-agnostic, single control layer that coordinates ongoing delivery of new features, security updates, and platform configurations, helping to ensure the continuous operation of critical systems and allowing our customers to run their software in virtually any environment.

Recent crises and systemic shocks, such as the

COVID-19

pandemic, have made clear to many of our customers that accommodating the extended timelines ordinarily required to realize results from implementing new software solutions is not a viable option.

As a result, customers are increasingly adopting our software, which can be ready in days, over internal software development efforts, which may take months or years.

See further discussion in the section titled

“Management’s Discussion and Analysis of Financial Condition and Results of Operation — Overview —

COVID-19

Impact.”

Similarly, customers can now use Apollo to enable continuous deployment, configuration management, and central software operations management across almost any environment for their own software products.

It also facilitates the

hand-off

Apollo

We have always prioritized meeting our customers wherever they need us most.

We originally built Apollo to enable the continuous delivery of our software wherever our customers are: in the cloud,

on-premises,

or even more rugged environments.

Today, Apollo enables the rapid, secure delivery of our software and updates across our business.

In 2021, we began offering Apollo as a commercial solution to allow our customers to securely deploy their own software in virtually any environment.

Apollo provides a single control layer to coordinate ongoing delivery of new features, security updates, and platform configurations.

Our average revenue per customer during the trailing twelve months ended December 31, 2021 was $6.5 million, which is down from 2020, when our average revenue per customer during the trailing twelve months ended December 31, 2020 was $7.9 million, reflecting our continued acceleration in customer acquisition.

The average revenue for our top twenty customers during the trailing twelve months ended December 31, 2021 was $43.6 million, and is up from 2020, when the average revenue from our top 20 customers during the trailing twelve months ended December 31, 2020 was $33.2 million, demonstrating our expanding relationships with existing customers.

”: customer acquisition (in the Acquire phase) and account growth (in the Expand phase).

hard-to-execute

opportunities at large government and commercial institutions.

Additionally, we have begun expanding access to our platforms to early- and growth-stage companies, including startups, as we continue our outreach efforts to an increasingly broad swath of our potential market.

Expansion of Access to Platforms

We have recently begun to expand access to our platforms to early- and growth-stage companies, including startups, as we continue our outreach efforts to an increasingly broad swath of the potential market.

The speed with which our platforms can be deployed has significantly expanded the range of potential customers with which we plan on partnering over the long term.

We anticipate that our reach among an increasingly broad set of customers, in both the commercial and government sectors, will accelerate moving forward.

We believe that, as these new partners grow, we will grow with them.

We have also made a number of investments in companies whose businesses rely on the ability of their organizations to manage and analyze data effectively at scale.

Our proximity to these businesses and the industries in which they are operating has enhanced, and is expected to continue enhancing, our own product and business development efforts, as we continue expanding access to our platforms to the broadest possible set of customers.

Our approach with Airbus involves a collaborative

go-to-market

See the section titled

“Management’s Discussion and Analysis of Financial Condition and Results of Operation — Overview — Our Customers”

We build software platforms for large institutions whose work is essential to our way of life.

Those institutions must be able to function in times of stability as well as crisis and uncertainty.

To do so, they need software that works.

We later began working with commercial enterprises.

Gotham, our first software platform, was constructed for analysts at defense and intelligence agencies.

They were hunting for needles not in one, but in thousands of haystacks.

And they did not have the software they needed to do their jobs.

In Afghanistan and Iraq, soldiers were mapping networks of insurgents and makers of roadside bombs by hand.

We later found that the challenges faced by commercial institutions when it came to working with data were fundamentally similar.

An Airbus A350, for example, has five million parts and is built by hundreds of teams that are spread across four countries and more than eight factories.

Companies routinely struggle to manage let alone make sense of the data involved in large projects.

Foundry was built for them.

The platform transforms the ways in which organizations interact with information by creating a central operating system for their data.

Our software is on the front lines, sometimes literally, and that means so are we.

Gotham’s use has now extended beyond intelligence analysis into defense operations and mission planning.

The stakes are high.

The challenges our platforms address are a matter of survival, both for the institutions we serve and the individuals who depend on them.

We have the privilege of partnering with some of the world’s most important government and commercial organizations.

And we believe that the work of those organizations is essential to our security and the lives that we lead.

We are committed to ensuring that our software is as effective as possible without ever compromising our values.

Our platforms were built from the start to protect individual privacy and prevent the misuse of information.

We are not in the business of collecting, mining, or selling data.

We build software platforms that enable our customers to integrate their own data — data that they already have.

The same technology that makes our software so analytically powerful — its ability to construct a model of the real world from countless data points — is what allows our customers to monitor, properly secure, and control access to that data and its use.

It is also why customers, including governments around the world, trust our platforms to safeguard their data, including their most sensitive information.

As of December 31, 2020, our platforms were used by 139 customers, including some of the largest and most significant institutions in the world.

For example, the U.S. Army uses our software to ensure the readiness of more than one million military personnel and to make decisions across dozens of command structures.

Similarly, our software is deployed by one of the world’s leading auto manufacturers across its factories in North America to help ensure quality control on the production line.

Users can build on top of this asset to make data accessible and

##### [Table of Contents](#toc)

actionable.

Our platforms enable people, whether they are workers on an assembly line or soldiers in the field, to work with data, even if they have never written a line of code.

We have also invested heavily in developing Apollo, our continuous delivery and product infrastructure platform, which is used to deliver software updates to our customers and enables our software to run in any environment.

The investments in our software platforms have yielded a significant decrease in the time and number of engineers required to install and deploy our software.

For instance, the time required to install our software and begin working with a customer has decreased more than five-fold from 2019 to 2020.

In some cases, our customers can now be up and running in mere hours.

Our government work is central to defense and intelligence operations in the United States and its allies abroad.

On the commercial front, we work with some of the world’s most durable and important companies across industries, including in the consumer, energy, financial services, healthcare, industrials, telecommunications, and transportation sectors.

We generated $1.1 billion in revenue in 2020, reflecting an increase of 47% from our revenue in 2019, which was $742.6 million.

The scale of our partnerships with customers, in revenue terms, has also grown over time.

For information on legal proceedings, refer to [removed: _Note 9.]

[removed: Commitments and Contingencies—Litigation and Legal Proceedings_] in our consolidated financial statements included elsewhere in this Annual Report on Form [removed: 10-K.]

| --- | --- |

Note 9.

Commitments and Contingencies—Litigation and Legal Proceedings

10-K.

[removed: ##### [Table of Contents](#toc)][added: TABLE OF CONTENTS]

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: WASHINGTON,] [added: WASHINGTON,] DC [removed: 20549][added: 20549]

[removed: FORM 10-K][added: FORM]

[removed: (Mark One)][added: (Mark One)]

| ☒ | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2020][added: 2021]

| ☐ | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] |

[removed: For] [added: For] the transition period from [removed: to]

[removed: Commission] [added: Commission] File Number: [removed: 001-39540]

[removed: Palantir] [added: Palantir] Technologies [removed: Inc.][added: Inc.]

[removed: (Exact] [added: (Exact] Name of Registrant as Specified in its [removed: Charter)][added: Charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 68-0551851] [added: 68-0551851] |

| [removed: (State] [added: (State] or other jurisdiction of incorporation or [removed: organization)] [added: organization)] | | [removed: (I.R.S.] [added: (I.R.S.] Employer Identification [removed: No.)] [added: No.)] |

| [removed: 1555] [added: 1555] Blake Street, Suite [removed: 250 Denver, Colorado] [added: 250 Denver, Colorado] | | [removed: 80202] [added: 80202] |

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (Zip Code)] [added: (Zip Code)] |

[removed: Registrant’s] [added: Registrant’s] telephone number, including area code: (720) [removed: 358-3679]

| [removed: Title] [added: Title] of each [removed: class] [added: class] | | [removed: Trading Symbol(s)] [added: Trading Symbol(s)] | | [removed: Name] [added: Name] of each exchange on which [removed: registered] [added: registered] |

| [removed: Class] [added: Class] A Common Stock, par value $0.001 per [removed: share] [added: share] | | [removed: PLTR] [added: PLTR] | | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] |

Yes [removed: ☐ No] ☒ [added: No ☐]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation [removed: S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a [removed: non-accelerated filer, a smaller reporting company, or an emerging growth company.]

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule [removed: 12b-2 of the Exchange Act.]

| Large accelerated filer | | [removed: ☐ | |] [added: ☒] Accelerated filer | | ☐ |

| Non-accelerated filer | | [removed: ☒ | |] [added: ☐] Smaller reporting company | | ☐ |

| Emerging growth company | | ☐ | | | [removed: | |]

Indicate by check mark whether the registrant is a shell company (as defined in Rule [removed: 12b-2 of the Act).]

[removed: The aggregate market value] of the [removed: common stock held by non-affiliates of the] registrant, based on the closing price of the shares of Class A common stock on [removed: September] [added: June] 30, [removed: 2020] [added: 2021] as reported by the New York Stock Exchange on such date was approximately [removed: $13.3] [added: $45.4] billion.

[removed: As of February 19, 2021, there were 1,752,006,708] [added: 1,929,183,497] shares of the registrants’ Class A common stock outstanding, [removed: 69,255,840] [added: 99,929,842] shares of the registrant’s Class B common stock outstanding, and 1,005,000 shares of the registrant’s Class F common stock outstanding.

[removed: Documents] [added: Documents] Incorporated by [removed: Reference][added: Reference]

Portions of the registrant’s Definitive Proxy Statement relating to the Annual Meeting of Stockholders [added: to be held in 2022] are incorporated by reference into Part III of this Annual Report on Form [removed: 10-K where indicated.]

Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days after the end of the registrant’s fiscal year ended December 31, [removed: 2020.][added: 2021.]

| | | | | [removed: Page | |] [added: Page] |

| | | [removed: PART I | |] [added: PART I] | | |

| [removed: [Item 1.](#tx65934_1) |] [added: Item 1.] | [removed: [Business](#tx65934_1)] | [added: [Business](#tx273589_1)] | | 5 | [removed: |]

| [removed: [Item 1A.](#tx65934_2)] [added: Item 1A.] | | [Risk [removed: Factors](#tx65934_2) | |] [added: Factors](#tx273589_2)] | [removed: 21] | [added: 13] |

| [removed: [Item 1B.](#tx65934_3)] [added: Item 1B.] | | [Unresolved Staff [removed: Comments](#tx65934_3) | |] [added: Comments](#tx273589_3)] | [removed: 80] | [added: 73] |

| [removed: [Item 2.](#tx65934_4) | | [Properties](#tx65934_4)] [added: Item 2.] | | [added: [Properties](#tx273589_4)] | [removed: 80] | [added: 73] |

| [removed: [Item 3.](#tx65934_5)] [added: Item 3.] | | [Legal [removed: Proceedings](#tx65934_5) | |] [added: Proceedings](#tx273589_5)] | [removed: 81] | [added: 73] |

10-K

OR

to

001-39540

358-3679

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

non-accelerated

filer, a smaller reporting company, or an emerging growth company.

12b-2

of the Exchange Act.

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | | | | |

12b-2

of the Act).

The aggregate market value of the common stock held by

non-affiliates

As of February 17, 2022, there were

10-K

where indicated.

| | | | | |

| --- | --- | --- | --- | --- |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| Item 6. | | [\[Reserved\]](#tx273589_8) | | 75 |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

| | | | | |

10-K 1 d65934d10k.htm 10-K

OR

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

The registrant has elected to use September 30, 2020, which was the date of its initial listing of Class A common stock, as the calculation date because on June 30, 2020 (the last business day of the registrant’s most recently completed second fiscal quarter), the registrant was a privately held company.

TABLE OF CONTENTS

| [Item 6.](#tx65934_7a) | | [Selected Financial Data](#tx65934_7a) | | | 83 | |

| --- | --- |

[removed: Facilities][added: Facilities]

We believe [added: that] our [added: existing] facilities are adequate [removed: and suitable for our] [added: to meet] current [removed: needs] [added: requirements,] and [removed: that, should it be needed,] [added: that] suitable additional or [removed: alternative] [added: substitute] space will be available [added: as needed] to accommodate any [added: further physical] expansion of [removed: our operations.][added: operations and for any additional offices.]

| --- | --- |

We have leased principal properties in Denver, Colorado, which is the location of our corporate headquarters; in Palo Alto, California; New York City, New York; and London, England.

In addition, we lease various office space throughout the world.

Our corporate headquarters is located in Denver, Colorado.

We lease additional offices in the United States and around the world, including in California, New York, and Washington, D.C., in the United States; and Australia, Canada, Denmark, France, Germany, Israel, Japan, Norway, Sweden, Switzerland, the United Arab Emirates, and the United Kingdom.

##### [Table of Contents](#toc)

We lease all of our facilities and do not own any real property.

We intend to procure additional space as we add employees and expand geographically.

[removed: PART II][added: PART II]

| --- | --- |

##### [Table of Contents](#toc)

[removed: Market] [added: Market] Information for Class A Common [removed: Stock][added: Stock]

[removed: Holders] [added: Holders] of [removed: Record][added: Record]

As of February [removed: 22, 2021,] [added: 17, 2022,] there were [removed: 1,306] [added: 730] holders of record of our Class A common stock, [removed: 49] [added: 36] holders of record of our Class B common stock, and one holder of record of our Class F common stock.

[removed: Dividend Policy][added: Dividend Policy]

[removed: Performance Graph][added: Performance Graph]

[removed: _This] [added: This] performance graph shall not be deemed “soliciting material” or to be “filed” with the Securities Exchange Commission (“SEC”) for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any of our filings under the Securities Act or the Exchange [removed: Act._][added: Act.]

The following graph compares the cumulative total return to stockholders on our Class A common stock since September 30, [removed: 2020 (the] [added: 2020, the] date [removed: our] [added: of the Company’s direct listing of its] Class A common stock [removed: commenced trading] on the [removed: NYSE)] [added: NYSE (“Direct Listing”),] relative to the cumulative total returns of the Standard & Poor’s 500 Index and the Standard & Poor’s Information Technology Index over the same period.

An investment of $100 (with reinvestment of all dividends) is assumed to have been made in our Class A common stock and in each index at the market close on September 30, 2020, and its relative performance is tracked through December 31, [removed: 2020.][added: 2021.]

[removed: ][added: ]

[removed: Unregistered] [added: Unregistered] Sales of Equity [removed: Securities][added: Securities]

##### [Table of Contents](#toc)

| ITEM 6. SELECTED | FINANCIAL DATA |

| --- | --- |

Not applicable.

| --- | --- |

[removed: INDEX][added: INDEX]

| | | [removed: Page] [added: Page] | | |

[removed: | [Report] [added: Report] of Independent Registered Public Accounting [removed: Firm](#tx65934_100) | | | 109 | |][added: Firm]

| [Consolidated Balance [removed: Sheets](#tx65934_101)] [added: Sheets](#tx273589_24)] | | | [removed: 111] [added: 1 0 1] | |

| [Consolidated Statements of [removed: Operations](#tx65934_102)] [added: Operations](#tx273589_25)] | | | [removed: 112] [added: 102] | |

| [Consolidated Statements of Comprehensive [removed: Loss](#tx65934_103)] [added: Loss](#tx273589_26)] | | | [removed: 113] [added: 103] | |

| [Consolidated Statements of Redeemable Convertible and Convertible Preferred Stock and Stockholders’ Equity [removed: (Deficit)](#tx65934_104)] [added: (Deficit)](#tx273589_27)] | | | [removed: 114] [added: 104] | |

| [Consolidated Statements of Cash [removed: Flows](#tx65934_105)] [added: Flows](#tx273589_28)] | | | [removed: 117] [added: 107] | |

[removed: | [Notes] [added: Notes] to Consolidated Financial [removed: Statements](#tx65934_106) | | | 119 | |][added: Statements]

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated balance sheets of Palantir Technologies Inc. (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the related consolidated statements of operations, comprehensive loss, redeemable convertible and convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] in conformity with U.S. generally accepted accounting [removed: principles (U.S. GAAP).][added: principles.]

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

We are a public accounting firm registered with the [removed: Public Company Accounting Oversight Board (United States) (PCAOB)] [added: PCAOB] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

[removed: Critical] [added: Critical] Audit [removed: Matter][added: Matter]

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the [removed: account] [added: accounts] or disclosures to which it relates.

| [removed: _Description] [added: Description] of the [removed: Matter_] [added: Matter] | | [removed: Revenue Recognition] As discussed in Note 2 to the consolidated financial statements, the Company derives its revenue primarily from the sale of subscriptions to access its software in the Company’s hosted environment with ongoing operations and maintenance (“O&M”) services (“Palantir Cloud”), software licenses, primarily term licenses in the customers’ environments, with ongoing O&M services (“On-Premises Software”), and professional services. Management applies significant judgment in identifying and evaluating any non-standard terms and conditions in customer arrangements which may impact the determination of performance obligations or the timing of revenue recognition. In addition, the determination as to whether the Company’s On-Premises Software licenses and O&M services are considered distinct performance obligations that should be accounted for separately or combined as a single performance obligation requires significant judgment. The Company has concluded that the On-Premises Software licenses and O&M services are highly interdependent and interrelated and represent a single distinct performance obligation within the context of the contract that is generally recognized ratably over the contract term. Auditing revenue recognition was complex and required a significant level of auditor judgment to identify and evaluate non-standard terms and conditions that impact revenue recognition and to assess whether the On-Premises software licenses and O&M services should be accounted for as distinct performance obligations or combined as a single performance obligation. |

| [removed: _How] [added: How] We Addressed the Matter in Our [removed: Audit_] [added: Audit] | | [added: We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls to identify and evaluate terms and conditions and performance obligations in customer arrangements that would impact revenue recognition.] Our substantive procedures included, among others, testing the completeness and accuracy of management’s identification and evaluation of non-standard terms and conditions, reading executed contracts for a sample of revenue transactions and evaluating whether the Company appropriately applied its revenue recognition policy to the arrangements based on the terms and conditions therein and consistent with U.S. GAAP. In addition, we evaluated management’s key assumptions and analysis of its performance obligations, including their assessment of the nature, interdependency, and level of integration between the On-Premises software license and O&M services. We also evaluated the appropriateness of the related disclosures in the consolidated financial statements. |

Palantir Technologies [removed: Inc.][added: Japan, K.K.]

[removed: _(in] [added: (in] thousands, except [removed: share and] per share [removed: amounts)_][added: amounts)]

| | | [removed: As] [added: As] of December [removed: 31,] [added: 31,] | | | | | | |

| | | [removed: 2020] [added: 2020] | | | | [removed: 2019] [added: 2019] | | |

| [removed: Assets] [added: Assets] | | | | | | | | |

| Cash and cash equivalents | | $ | [added: 2,290,674 | | | $ |] 2,011,323 | | | $ | 1,079,154 | |

| Restricted cash | | | [added: 36,628 | | | |] 37,285 | | | | 52,099 | |

| Accounts receivable | | | [removed: 156,932] [added: 190,923] | | | | [removed: 50,315] [added: 156,932] | |

| Prepaid expenses and other current assets | | | [removed: 51,889] [added: 110,872] | | | | [removed: 32,585] [added: 51,889] | |

| Total current assets | | | [removed: 2,257,429] [added: 2,863,250] | | | | [removed: 1,214,153] [added: 2,257,429] | |

| Property and equipment, net | | | [removed: 29,541] [added: 31,304] | | | | [removed: 31,589] [added: 29,541] | |

| Restricted cash, noncurrent | | | [added: 39,612 | | | |] 79,538 | | | | 270,709 | |

| Operating lease right-of-use assets | | | [removed: 217,075] [added: 216,898] | | | | [removed: —] [added: 217,075] | |

| Other assets | | | [removed: 106,921] [added: 96,386] | | | | [removed: 77,574] [added: 106,921] | |

| Total assets | | $ | [removed: 2,690,504] [added: 3,247,450] | | | $ | [removed: 1,594,025] [added: 2,690,504] | |

| [removed: Liabilities, Redeemable Convertible and Convertible Preferred Stock,] [added: Liabilities] and Stockholders’ Equity [removed: (Deficit)] | | | | | | | | |

| Accounts payable | | $ | [removed: 16,358] [added: 74,907] | | | $ | [removed: 51,735] [added: 16,358] | |

| Accrued liabilities | | | [removed: 158,546] [added: 155,806] | | | | [removed: 126,620] [added: 158,546] | |

| Deferred [removed: revenue(1)] [added: revenue] | | | [removed: 189,520] [added: 227,816] | | | | [removed: 186,105] [added: 189,520] | |

| Customer deposits | | | [removed: 210,320] [added: 161,605] | | | | [removed: 364,138] [added: 210,320] | |

| Operating lease liabilities | | | [removed: 29,079] [added: 39,927] | | | | [removed: —] [added: 29,079] | |

| [Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)](#tx273589_23) | | | 98 | |

| [Notes to Consolidated Financial Statements](#tx273589_29) | | | 109 | |

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 24, 2022 expressed an unqualified opinion thereon.

| | | |

To the Stockholders and the Board of Directors of Palantir Technologies Inc.

Opinion on Internal Control over Financial Reporting

We have audited Palantir Technologies Inc.’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Palantir Technologies Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive loss, redeemable convertible and convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 24, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

| |

| --- |

| /s/ Ernst & Young LLP |

| |

| San Jose, California |

| February 24, 2022 |

| Marketable securities | | | 234,153 | | | | — | |

The accompanying notes are an integral part of these consolidated financial statements.

The accompanying notes are an integral part of these consolidated financial statements.

(in thousands)

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | |

| --- | --- | --- | --- | --- |

##### [Table of Contents](#toc)

Adoption of New Accounting Standard

As discussed in Note 2 to the consolidated financial statements, the Company changed its method of accounting for leases in the year ended December 31, 2020 due to the adoption of Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842), and the related amendments.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

February 26, 2021

| Convertible preferred stock, $0.001 par value: 0 and 877,442,966 shares authorized as of December 31, 2020 and 2019, respectively; 0 and 742,839,990 shares issued and outstanding as of December 31, 2020 and 2019, respectively | | | — | | | | 2,093,662 | |

| Preferred stock, $0.001 par value: 2,000,000,000 and 0 shares authorized, issued and outstanding as of December 31, 2020 and 2019 | | | — | | | | — | |

| Treasury stock, at cost: 0 and 6,392,571 shares held as of December 31, 2020 and 2019, respectively | | | — | | | | (38,895 | ) |

(1) Deferred revenue as of December 31, 2020 and 2019 includes $68.2 million and $75.0 million, respectively, from Palantir Technologies Japan, K.K. See _Note 6._ _Equity Method Investments_ for more information.

| Change in fair value of warrants | | | 811 | | | | (3) | | | | 48,093 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance as of December 31, 2017 | | | 25,947,422 | | | $ | 154,065 | | | | 740,934,057 | | | $ | 2,073,171 | | | | | | | | 525,602,270 | | | $ | 561 | | | $ | 1,402,261 | | | | 35,288,149 | | | $ | (259,315) | | | $ | 1,807 | | | $ | (2,646,876) | | | $ | (1,501,562) | |

| Cumulative translation adjustment | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,045) | | | | — | | | | (1,045) | |

| Net loss | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (580,027) | | | | (580,027) | |

| Cumulative effect of accounting changes | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | (34) | | | | — | | | | — | | | | — | | | | 12,559 | | | | 12,525 | |

| Sale of common stock, held in treasury | | | — | | | | — | | | | — | | | | — | | | | | | | | 16,583,747 | | | | — | | | | (20,928) | | | | (16,583,747) | | | | 120,928 | | | | — | | | | — | | | | 100,000 | |

| Cumulative translation adjustment | | | — | | | | — | | | | — | | | | — | | | | | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,465) | | | | — | | | | (1,465) | |

| Change in fair value of warrants | | | (811) | | | | 3 | | | | (48,093) | |

| Other operating activities | | | 4,417 | | | | 2,769 | | | | 420 | |

| Other assets | | | (28,990) | | | | (29,447) | | | | (3,424) | |

| Deferred rent | | | — | | | | (3,414) | | | | (1,321) | |

| Purchase of assets held for sale | | | — | | | | — | | | | (2,400) | |

| Proceeds from the sale of assets held for sale | | | 250 | | | | — | | | | 8,620 | |

| Proceeds from the exercise of common stock options | | | 298,829 | | | | 16,897 | | | | 12,671 | |

| Repurchase of common stock | | | (3,777) | | | | (11,202) | | | | (7,706) | |

| Conversion of convertible preferred stock warrants to common stock warrants | | | 31,007 | | | | — | | | | — | |

| Accretion of redeemable convertible preferred stock to redemption value | | | — | | | | — | | | | 18,098 | |

1.

In connection with the Direct Listing, on September 22, 2020, the Company filed an amended and restated certificate of incorporation, which became effective on that date.

The amended and restated certificate of incorporation authorized the issuance of a total of 20,000,000,000 shares of Class A common stock and 2,700,000,000 shares of Class B common stock, authorized 1,005,000 shares of a new class of common stock (“Class F common stock”) and 2,000,000,000 shares of undesignated preferred stock.

In connection with the Direct Listing, Alexander Karp, Stephen Cohen, and Peter Thiel (the “Founders”) each transferred 335,000 shares of their Class B common stock to a voting trust, which were then exchanged for an equivalent number of Class F common stock.

Subsequent to the filing of the amended and restated certificate of incorporation, there were no shares of redeemable convertible preferred stock or convertible preferred stock outstanding.

Furthermore, upon the occurrence of the Direct Listing, the Company determined that the performance-based vesting condition was satisfied for 68,149,214 RSUs, which resulted in the issuance of an equivalent number of shares of Class A common stock.

See further discussion in _Note 12.

Stock-Based Compensation_ regarding the cumulative stock-based compensation charge recognized upon the Direct Listing.

[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures]

Our management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules [removed: 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on Form 10-K.]

[removed: Management’s] [added: Management’s] Report on Internal Control Over Financial [removed: Reporting][added: Reporting]

[removed: Changes] [added: Changes] in Internal Controls Over Financial [removed: Reporting][added: Reporting]

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule [removed: 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.]

[removed: Inherent] [added: Inherent] Limitations on the Effectiveness of [removed: Controls][added: Controls]

[removed: Moreover,] projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

13a-15(e)

and

15d-15(e)

under the Exchange Act) as of the end of the period covered by this Annual Report on Form

10-K.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule

13a-15(f)

of the Exchange Act.

Under the supervision and with the participation of our principal executive officer and principal financial officer and oversight of the Board of Directors, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework).

Based on our evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2021.

Our independent registered public accounting firm, Ernst & Young LLP, has issued an audit report with respect to our internal control over financial reporting, which is included in

Part II, Item 8, “Financial Statements and Supplementary Data”

, of this Annual Report on Form

10-K.

13a-15(d)

and

15d-15(d)

of the Exchange Act that occurred during the period covered by this Annual Report on Form

10-K

that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Moreover,

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

##### [Table of Contents](#toc)

PART III

| --- | --- |

None.

PART III

The information called for by this item will be set forth in our Proxy Statement for the [added: 2022] Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, [removed: 2020] [added: 2021 (“Proxy Statement”)] and is incorporated herein by reference.

Our [removed: board] [added: Board] of [removed: directors] [added: Directors] has adopted a code of conduct that applies to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial [removed: Officer] [added: Officer,] and other executive and senior financial officers.

[removed: We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K] regarding amendment to, or waiver from, a provision of our code of conduct by posting such information on the website address and location specified above.

We intend to satisfy the disclosure requirement under Item 5.05 of Form

8-K

Our Chief Executive Officer holds approximately 66.3 million compensatory stock options that are approaching their expiration date in December 2021.

As the expiration date of these options cannot be extended under existing laws and regulations without incurring significant tax penalties, we expect that he will exercise all of these options prior to December 2021, and concurrently or subsequently sell a significant portion of such shares, including to cover exercise costs, withholding taxes, and expected tax liabilities in connection with the exercise.

[removed: PART IV][added: PART IV]

##### [Table of Contents](#toc)

(a) We have filed the following documents as part of this Annual Report on Form [removed: 10-K:]

See Index under Part II, Item 8 of this Annual Report on Form [removed: 10-K.]

The exhibits listed below are filed as part of this Annual Report on Form [removed: 10-K or are incorporated herein by reference, in each case as indicated below.]

| | | | | [removed: Incorporated] [added: Incorporated] by [removed: Reference] [added: Reference] | | | | | | | | | | | | |

| [removed: Exhibit Number] [added: Exhibit Number] | | [removed: Description] [added: Description] | | [removed: Form] [added: Form] | | [removed: File No.] | | [added: File No.] | | [removed: Exhibit] | | [added: Exhibit] | | [removed: Filing Date] | | [added: Filing Date] |

| 3.1 | | [Amended and restated certificate of incorporation of the registrant.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520292177/d31861dex31.htm) | | [added: |] 10-Q | | | [added: |] 001-39540 | | | | 3.1 | | | [removed: |] November 13, 2020 | [removed: |]

| 3.2 | | [Amended and restated bylaws of the registrant.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520292177/d31861dex32.htm) | | [added: |] 10-Q | | | [added: |] 001-39540 | | | | 3.2 | | | [removed: |] November 13, 2020 | [removed: |]

| 4.1 | | [Form of Class A common stock certificate of the [removed: registrant.](http://www.sec.gov/Archives/edgar/data/0001321655/000119312520230013/d904406dex41.htm)] [added: registrant.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520230013/d904406dex41.htm)] | | [added: |] S-1 | | | [added: |] 333-248413 | | | | 4.1 | | | [removed: |] August 25, 2020 | [removed: |]

| 4.2 | | [Amended and Restated Investors’ Rights Agreement among the registrant and certain holders of its capital stock, dated as of August 24, [removed: 2020.](http://www.sec.gov/Archives/edgar/data/0001321655/000119312520244936/d904406dex42.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520244936/d904406dex42.htm)] | | [added: |] S-1/A | | | [added: |] 333-248413 | | | | 4.2 | | | [removed: |] September 14, 2020 | [removed: |]

| 4.3 | | [Form of Series [removed: D] [added: I] convertible preferred stock [removed: warrant.](http://www.sec.gov/Archives/edgar/data/0001321655/000119312520230013/d904406dex43.htm)] [added: lead investor IPO warrant.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520230013/d904406dex46.htm)] | | [added: |] S-1 | | | [removed: 333-248413] | [added: 333-248413] | | | [removed: 4.3] | [added: 4.6] | | | August 25, 2020 | [removed: |]

| 4.4 | | [Form of Series [removed: H redeemable] [added: I] convertible preferred stock [removed: venture warrant.](http://www.sec.gov/Archives/edgar/data/0001321655/000119312520230013/d904406dex44.htm)] [added: IPO warrant.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520230013/d904406dex47.htm)] | | [added: |] S-1 | | | [removed: 333-248413] | [added: 333-248413] | | | [removed: 4.4] | [added: 4.7] | | | August 25, 2020 | [removed: |]

| [removed: 4.8*] [added: 4.5*] | | [Description of Capital Stock of Palantir Technologies [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1321655/000119312521060650/d65934dex48.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1321655/000119312522050913/d273589dex45.htm)] | | | | | | | | | | | | | | |

| 9.1 | | [Founder Voting Agreement.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520250103/d904406dex91.htm) | | [added: |] S-1/A | | | [added: |] 333-248413 | | | | 9.1 | | | [removed: |] September 21, 2020 | [removed: |]

| 9.2 | | [Founder Voting Trust Agreement.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520248369/d904406dex92.htm) | | [added: |] S-1/A | | | [added: |] 333-248413 | | | | 9.2 | | | [removed: |] September 18, 2020 | [removed: |]

| 10.1+ | | [Form of Indemnification Agreement between the registrant and each of its directors and executive officers.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex101.htm) | | [removed: S-1/A] | [added: S-1] | | [added: | |] 333-248413 | | | | 10.1 | | | [removed: |] September 9, 2020 | [removed: |]

| 10.2 | | [removed: [Credit] [added: [Amendment No. 11 to Revolving Credit] Agreement [added: and Incremental Agreement, dated as of April 1, 2021,] among the registrant, [added: Palantir USG, Inc.,] the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as Administrative [removed: Agent,] [added: Agent (including the Credit Agreement,] dated as of October 7, 2014, [added: and the Pledge and Security Agreement, dated] as [removed: amended.](http://www.sec.gov/Archives/edgar/data/0001321655/000119312520230013/d904406dex102.htm)] [added: of December 20, 2019, each as amended and restated, and each among the registrant, Morgan Stanley Senior Funding, Inc., and the other parties thereto).](http://www.sec.gov/Archives/edgar/data/1321655/000119312521105223/d168273dex101.htm)] | | [removed: S-1] | [added: 8-K] | | [removed: 333-248413] | | [added: 001-39540] | | [removed: 10.2] | | [added: 10.1] | | [removed: August 25, 2020] | [added: April 2, 2021] |

| 10.3+ | | [Palantir Technologies Inc. 2020 Equity Incentive Plan and related form agreements.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex103.htm) | | [added: |] S-1/A | | | [added: |] 333-248413 | | | | 10.3 | | | [removed: |] September 9, 2020 | [removed: |]

| 10.4+ | | [Palantir Technologies Inc. Amended 2010 Equity Incentive Plan and related form [removed: agreements.](http://www.sec.gov/Archives/edgar/data/0001321655/000119312520239121/d904406dex104.htm)] [added: agreements.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520239121/d904406dex104.htm)] | | [added: |] S-1/A | | | [added: |] 333-248413 | | | | 10.4 | | | [removed: |] September 3, 2020 | [removed: |]

| [removed: 10.5+] [added: 10.8+] | | [removed: [Notice of Stock Option Grant and Stock Option] [added: [Security Program Continuation] Agreement [removed: (Non-Plan Option)] between the registrant and Alexander [removed: Karp,] [added: Karp] dated [removed: as of September 22, 2009.](http://www.sec.gov/Archives/edgar/data/0001321655/000119312520239121/d904406dex105.htm)] [added: June 5, 2019.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520244936/d904406dex1010.htm)] | | [added: |] S-1/A | | | [removed: 333-248413] | [added: 333-248413] | | | [removed: 10.5] | [added: 10.10] | | | September [removed: 3,] [added: 14,] 2020 | [removed: |]

| [removed: 10.7+] [added: 10.5+] | | [Palantir Technologies Inc. 2020 Executive Equity Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex107.htm) | | [added: |] S-1/A | | | [added: |] 333-248413 | | | | 10.7 | | | [removed: |] September 9, 2020 | [removed: |]

| [removed: 10.8+] [added: 10.6+] | | [Palantir Technologies Inc. Outside Director Compensation [removed: Policy.](http://www.sec.gov/Archives/edgar/data/0001321655/000119312520244936/d904406dex108.htm)] [added: Policy.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520241694/d904406dex108.htm)] | | [added: |] S-1/A | | | [added: |] 333-248413 | | | | 10.8 | | | [removed: |] September 14, 2020 | [removed: |]

| [removed: 10.9+] [added: 10.7+] | | [Employee Incentive Compensation [removed: Plan.](http://www.sec.gov/Archives/edgar/data/0001321655/000119312520244936/d904406dex109.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520244936/d904406dex109.htm)] | | [added: |] S-1/A | | | [added: |] 333-248413 | | | | 10.9 | | | [removed: |] September 14, 2020 | [removed: |]

| 21.1* | | [List of subsidiaries of Palantir Technologies [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1321655/000119312521060650/d65934dex211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1321655/000119312522050913/d273589dex211.htm)] | | | | | | | | | | | | | | |

| 23.1* | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1321655/000119312521060650/d65934dex231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1321655/000119312522050913/d273589dex231.htm)] | | | | | | | | | | | | | | |

| 31.1* | | [Certification of the Chief Executive Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000119312521060650/d65934dex311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000119312522050913/d273589dex311.htm)] | | | | | | | | | | | | | | |

| 31.2* | | [Certification of the Chief Financial Officer pursuant to Exchange Act Rule 13a-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000119312521060650/d65934dex312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000119312522050913/d273589dex312.htm)] | | | | | | | | | | | | | | |

| 32.1† | | [Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000119312521060650/d65934dex321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1321655/000119312522050913/d273589dex321.htm)] | | | | | | | | | | | | | | |

| 101.INS | | [added: Inline] XBRL Instance Document. | | | | | | | | | | | | | | |

| 101.SCH | | [added: Inline] XBRL Taxonomy Extension Schema Document. | | | | | | | | | | | | | | |

| 101.CAL | | [added: Inline] XBRL Taxonomy Extension Calculation Linkbase Document. | | | | | | | | | | | | | | |

| 101.DEF | | [added: Inline] XBRL Taxonomy Extension Definition Linkbase Document. | | | | | | | | | | | | | | |

| 101.LAB | | [added: Inlline] XBRL Taxonomy Extension Label Linkbase Document. | | | | | | | | | | | | | | |

| 101.PRE | | [added: Inline] XBRL Taxonomy Extension Presentation Linkbase Document. | | | | | | | | | | | | | | |

10-K:

10-K.

10-K

or are incorporated herein by reference, in each case as indicated below.

| | | | | Incorporated by Reference | | | | | | | | | | | | |

| Exhibit Number | | Description | | Form | | | | File No. | | | | Exhibit | | | | Filing Date |

| | | | | Incorporated by Reference | | | | | | | | | | | | |

| Exhibit Number | | Description | | Form | | | | File No. | | | | Exhibit | | | | Filing Date |

| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | |

| 4.5 | | [Form of Series I convertible preferred stock lead investor warrant.](http://www.sec.gov/Archives/edgar/data/0001321655/000119312520230013/d904406dex45.htm) | | S-1 | | | 333-248413 | | | | 4.5 | | | | August 25, 2020 | |

| 4.6 | | [Form of Series I convertible preferred stock lead investor IPO warrant.](http://www.sec.gov/Archives/edgar/data/0001321655/000119312520230013/d904406dex46.htm) | | S-1 | | | 333-248413 | | | | 4.6 | | | | August 25, 2020 | |

| 4.7 | | [Form of Series I convertible preferred stock IPO warrant.](http://www.sec.gov/Archives/edgar/data/1321655/000119312520230013/d904406dex47.htm) | | S-1 | | | 333-248413 | | | | 4.7 | | | | August 25, 2020 | |

##### [Table of Contents](#toc)

| 10.6+ | | [Notice of Stock Option Grant and Stock Option Agreement (Non-Plan Option) between the registrant and Alexander Karp, dated as of January 24, 2011.](http://www.sec.gov/Archives/edgar/data/0001321655/000119312520239121/d904406dex106.htm) | | S-1/A | | | 333-248413 | | | | 10.6 | | | | September 3, 2020 | |

| 10.10+ | | [Security Program Continuation Agreement between the registrant and Alexander Karp dated June 5, 2019.](http://www.sec.gov/Archives/edgar/data/0001321655/000119312520244936/d904406dex1010.htm) | | S-1/A | | | 333-248413 | | | | 10.10 | | | | September 14, 2020 | |

[removed: SIGNATURES][added: SIGNATURES]

| [removed: Date: February 26, 2021] | | [removed: PALANTIR TECHNOLOGIES INC.] | | [added: PALANTIR TECHNOLOGIES INC.] | | |

| [removed: | | By: | | | |] /s/ Alexander C. Karp | [added: | | | |]

[removed: POWER] [added: POWER] OF [removed: ATTORNEY][added: ATTORNEY]

[removed: Karp] and [removed: Stephen Cohen, and each one of them, as their true and lawful attorneys-in-fact and] agents, [removed: with full power of substitution] and [removed: resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and] each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said [removed: attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.]

| [removed: Signature] [added: Signature] | | [removed: Title] [added: Title] | | [removed: Date] [added: Date] |

| [removed: /s/] Alexander C. Karp [removed: Alexander C. Karp] | | Chief Executive Officer and Director [removed: (_Principal] [added: ( Principal] Executive [removed: Officer_)] [added: Officer )] | | February [removed: 26, 2021] [added: 24, 2022] |

| [removed: /s/] Stephen Cohen [removed: Stephen Cohen] | | President and Director | | February [removed: 26, 2021] [added: 24, 2022] |

| [removed: /s/] David Glazer [removed: David Glazer] | | Chief Financial Officer [removed: (_Principal] [added: ( Principal] Financial [removed: Officer_)] [added: Officer )] | | February [removed: 26, 2021] [added: 24, 2022] |

| [removed: /s/] Jeffrey Buckley [removed: Jeffrey Buckley] | | Chief Accounting Officer [removed: _(Principal] [added: (Principal] Accounting [removed: Officer_)] [added: Officer )] | | February [removed: 26, 2021] [added: 24, 2022] |

| [removed: /s/] Peter Thiel [removed: Peter Thiel] | | Director | | February [removed: 26, 2021] [added: 24, 2022] |

| [removed: /s/] Spencer Rascoff [removed: Spencer Rascoff] | | Director | | February [removed: 26, 2021] [added: 24, 2022] |

| [removed: /s/] Alexandra Schiff [removed: Alexandra Schiff] | | Director | | February [removed: 26, 2021] [added: 24, 2022] |

| [removed: /s/] Alexander Moore [removed: Alexander Moore] | | Director | | February [removed: 26, 2021] [added: 24, 2022] |

| [removed: /s/] Lauren Friedman Stat [removed: Lauren Friedman Stat] | | Director | | February [removed: 26, 2021] [added: 24, 2022] |

| --- | --- |

| Date: February 24, 2022 | | | | By: | | /s/ Alexander C. Karp |

Karp, Stephen Cohen and David Glazer, and each one of them, as their true and lawful

attorneys-in-fact

and agents, with full power of substitution and resubstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form

10-K,

and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said

attorneys-in-fact

attorneys-in-fact

and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

| /s/ Stephen Cohen | | | | |

| /s/ David Glazer | | | | |

| /s/ Jeffrey Buckley | | | | |

| /s/ Lauren Friedman Stat | | | | |

| /s/ Alexander Moore | | | | |

| Signature | | Title | | Date |

| /s/ Spencer Rascoff | | | | |

| /s/ Alexandra Schiff | | | | |

| /s/ Peter Thiel | | | | |

##### [Table of Contents](#toc)