Cover
Cover shares in Millions | 3 Months Ended |
Mar. 31, 2021shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Mar. 31, 2021 |
Document Transition Report | false |
Entity File Number | 001-35580 |
Entity Registrant Name | SERVICENOW, INC. |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 20-2056195 |
Entity Address, Address Line One | 2225 Lawson Lane |
Entity Address, City or Town | Santa Clara |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 95054 |
City Area Code | 408 |
Local Phone Number | 501-8550 |
Title of 12(b) Security | Common stock, par value $0.001 per share |
Trading Symbol | NOW |
Security Exchange Name | NYSE |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 197.4 |
Entity Central Index Key | 0001373715 |
Amendment Flag | false |
Document Fiscal Year Focus | 2021 |
Document Fiscal Period Focus | Q1 |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 1,821 | $ 1,677 |
Short-term investments | 1,635 | 1,415 |
Accounts receivable, net | 645 | 1,009 |
Current portion of deferred commissions | 241 | 229 |
Prepaid expenses and other current assets | 182 | 192 |
Total current assets | 4,524 | 4,522 |
Deferred commissions, less current portion | 471 | 444 |
Long-term investments | 1,348 | 1,468 |
Property and equipment, net | 693 | 660 |
Operating lease right-of-use assets | 455 | 454 |
Intangible assets, net | 221 | 153 |
Goodwill | 361 | 241 |
Deferred tax assets | 643 | 673 |
Other assets | 106 | 100 |
Total assets | 8,822 | 8,715 |
Current liabilities: | ||
Accounts payable | 109 | 34 |
Accrued expenses and other current liabilities | 484 | 668 |
Current portion of deferred revenue | 2,994 | 2,963 |
Current portion of operating lease liabilities | 77 | 72 |
Total current liabilities | 3,664 | 3,737 |
Deferred revenue, less current portion | 50 | 45 |
Operating lease liabilities, less current portion | 420 | 423 |
Long-term debt, net | 1,611 | 1,640 |
Other long-term liabilities | 40 | 36 |
Total liabilities | 5,785 | 5,881 |
Stockholders’ equity: | ||
Common stock | 0 | 0 |
Additional paid-in capital | 3,133 | 2,974 |
Accumulated other comprehensive income | 56 | 94 |
Accumulated deficit | (152) | (234) |
Total stockholders’ equity | 3,037 | 2,834 |
Total liabilities and stockholders’ equity | $ 8,822 | $ 8,715 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Revenues: | |||
Total revenues | $ 1,360,000 | $ 1,046,000 | |
Cost of revenues: | |||
Total cost of revenues | [1] | 299,000 | 223,000 |
Gross profit | 1,061,000 | 823,000 | |
Operating expenses: | |||
Sales and marketing | [1] | 524,000 | 441,000 |
Research and development | [1] | 314,000 | 227,000 |
General and administrative | [1] | 126,000 | 106,000 |
Total operating expenses | [1] | 964,000 | 774,000 |
Income from operations | 97,000 | 49,000 | |
Interest expense | (7,000) | (9,000) | |
Other income, net | 9,000 | 8,000 | |
Income before income taxes | 99,000 | 48,000 | |
Provision for income taxes | 17,000 | 0 | |
Net income | $ 82,440 | $ 48,231 | |
Net income (loss) per share - basic (in dollars per share) | $ 0.42 | $ 0.25 | |
Net income (loss) per share - diluted (in dollars per share) | $ 0.41 | $ 0.24 | |
Weighted-average shares used to compute net income (loss) per share - basic (in shares) | 196,624 | 190,163 | |
Weighted-average shares used to compute net income (loss) per share - diluted (in shares) | 202,268 | 199,938 | |
Other comprehensive income: | |||
Foreign currency translation adjustments | $ (31,000) | $ (20,000) | |
Unrealized losses on investments, net of tax | (7,000) | (20,000) | |
Other comprehensive income | (38,000) | (40,000) | |
Comprehensive income | 44,000 | 8,000 | |
Subscription | |||
Revenues: | |||
Total revenues | 1,293,000 | 995,000 | |
Cost of revenues: | |||
Total cost of revenues | [1] | 228,000 | 160,000 |
Professional services and other | |||
Revenues: | |||
Total revenues | 67,000 | 51,000 | |
Cost of revenues: | |||
Total cost of revenues | [1] | $ 71,000 | $ 63,000 |
[1] | Includes stock-based compensation as follows: Three Months Ended March 31, 2021 2020 Cost of revenues: Subscription $ 29 $ 22 Professional services and other 13 12 Operating expenses: Sales and marketing 93 70 Research and development 88 59 General and administrative 33 26 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stock-based compensation | $ 256 | $ 188 |
Cost of revenues | Subscription | ||
Stock-based compensation | 29 | 22 |
Cost of revenues | Professional services and other | ||
Stock-based compensation | 13 | 12 |
Sales and marketing | ||
Stock-based compensation | 93 | 70 |
Research and development | ||
Stock-based compensation | 88 | 59 |
General and administrative | ||
Stock-based compensation | $ 33 | $ 26 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income |
Beginning balance (in shares) at Dec. 31, 2019 | 189,461 | ||||
Beginning balance at Dec. 31, 2019 | $ 2,128,000 | $ 0 | $ 2,455,000 | $ (352,000) | $ 25,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued under employee stock plans (in shares) | 1,200 | 1,239 | |||
Common stock issued under employee stock plans | $ 67,000 | 67,000 | |||
Taxes paid related to net share settlement of equity awards | (126,000) | (126,000) | |||
Stock-based compensation | 189,000 | 189,000 | |||
Settlement of 2022 Notes conversion feature | (4,000) | (4,000) | |||
Benefit from exercise of 2022 Note Hedge | 4,000 | 4,000 | |||
Other comprehensive income (loss), net | (40,000) | (40,000) | |||
Net income | 48,231 | 48,000 | |||
Ending balance (in shares) at Mar. 31, 2020 | 190,700 | ||||
Ending balance at Mar. 31, 2020 | 2,266,000 | $ 0 | 2,585,000 | (304,000) | (15,000) |
Beginning balance (in shares) at Dec. 31, 2020 | 195,845 | ||||
Beginning balance at Dec. 31, 2020 | $ 2,834,000 | $ 0 | 2,974,000 | (234,000) | 94,000 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Common stock issued under employee stock plans (in shares) | 1,100 | 1,066 | |||
Common stock issued under employee stock plans | $ 94,000 | $ 0 | 94,000 | ||
Taxes paid related to net share settlement of equity awards | (191,000) | (191,000) | |||
Stock-based compensation | 256,000 | 256,000 | |||
Settlement of Warrants (in shares) | 536 | ||||
Settlement of Warrants | 0 | ||||
Settlement of 2022 Notes conversion feature | (102,000) | (102,000) | |||
Benefit from exercise of 2022 Note Hedge | 102,000 | 102,000 | |||
Other comprehensive income (loss), net | (38,000) | (38,000) | |||
Net income | 82,440 | 82,000 | |||
Ending balance (in shares) at Mar. 31, 2021 | 197,447 | ||||
Ending balance at Mar. 31, 2021 | $ 3,037,000 | $ 0 | $ 3,133,000 | $ (152,000) | $ 56,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 82,440 | $ 48,231 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 106,000 | 76,000 |
Amortization of deferred commissions | 66,000 | 49,000 |
Amortization of debt discount and issuance costs | 2,000 | 9,000 |
Stock-based compensation | 256,000 | 188,000 |
Deferred income taxes | 1,000 | (2,000) |
Repayments of convertible senior notes attributable to debt discount | (7,000) | 0 |
Other | 15,000 | 3,000 |
Changes in operating assets and liabilities, net of effect of business combinations: | ||
Accounts receivable | 354,000 | 209,000 |
Deferred commissions | (114,000) | (71,000) |
Prepaid expenses and other assets | (3,000) | (20,000) |
Accounts payable | 89,000 | 21,000 |
Deferred revenue | 75,000 | 60,000 |
Accrued expenses and other liabilities | (195,000) | (78,000) |
Net cash provided by operating activities | 727,000 | 492,000 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (107,000) | (83,000) |
Business combinations, net of cash acquired | (225,000) | (83,000) |
Purchases of investments | (644,000) | (528,000) |
Sales and maturities of investments | 532,000 | 313,000 |
Other | 7,000 | (4,000) |
Net cash used in investing activities | (437,000) | (385,000) |
Cash flows from financing activities: | ||
Repayments of convertible senior notes attributable to principal | (28,000) | (2,000) |
Proceeds from employee stock plans | 95,000 | 67,000 |
Taxes paid related to net share settlement of equity awards | (191,000) | (126,000) |
Net cash used in financing activities | (124,000) | (61,000) |
Foreign currency effect on cash, cash equivalents and restricted cash | (18,000) | (11,000) |
Net increase in cash, cash equivalents and restricted cash | 148,000 | 35,000 |
Cash, cash equivalents and restricted cash at beginning of period | 1,679,000 | 778,000 |
Cash, cash equivalents and restricted cash at end of period | 1,827,000 | 813,000 |
Cash, cash equivalents and restricted cash at end of period: | ||
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows | 1,827,000 | 813,000 |
Supplemental disclosures of other cash flow information: | ||
Interest paid | 15,000 | 0 |
Income taxes paid, net of refunds | 12,000 | 7,000 |
Non-cash investing and financing activities: | ||
Settlement of 2022 Notes conversion feature | 102,000 | 4,000 |
Benefit from exercise of 2022 Note Hedge | 102,000 | 4,000 |
Property and equipment included in accounts payable and accrued expenses | $ 28,000 | $ 41,000 |
Description of the Business
Description of the Business | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the BusinessServiceNow’s purpose is to make the world of work, work better for people. We believe that people want the technology they use in their work to be more efficient and easier to use. We build applications to meet that demand by automating existing processes and creating efficient, digitized workflows with a consumer grade user experience. Our products and services enable the steps of a job to flow naturally across disparate departments, systems and processes of a business. ServiceNow delivers digital workflows on a single enterprise cloud platform called the Now Platform®. Our product portfolio is currently focused on providing Information Technology (“IT”), Employee and Customer workflows in standardized product offerings. We also enable our customers to design and build their own custom workflow applications using our Creator workflows, formerly called the Now Platform App Engine, and to integrate those applications with third party systems through our Integration Hub. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements due to the permitted exclusion of certain disclosures for interim reporting. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary under GAAP for fair statement of results for the interim periods presented have been included. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for other interim periods or future years. The condensed consolidated balance sheet as of December 31, 2020 is derived from audited consolidated financial statements; however, it does not include all of the information and footnotes required by GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 12, 2021. Principles of Consolidation The condensed consolidated financial statements have been prepared in conformity with GAAP and include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as reported amounts of revenues and expenses during the reporting period. Such management estimates and assumptions include, but are not limited to, standalone selling price for each distinct performance obligation included in customer contracts with multiple performance obligations, the period of benefit for deferred commissions, valuation of intangible assets, the useful life of property and equipment and identifiable intangible assets, stock-based compensation expense and income taxes. Actual results could differ from those estimates. We assessed the impact of COVID-19 on the estimates and assumptions and determined there was no material impact. Significant Accounting Policies There were no significant changes to our significant accounting policies disclosed in “Note 2 – Summary of Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 12, 2021. Concentration of Credit Risk and Significant Customers Credit risk arising from accounts receivable is mitigated to a certain extent due to our large number of customers and their dispersion across various industries and geographies. As of March 31, 2021, we had one customer, a channel partner, that represented 13% of our accounts receivable and no customers that individually exceeded 10% of our total revenues in any of the periods presented. As of December 31, 2020, there were no customers that represented more than 10% of our accounts receivable balance. For purposes of assessing concentration of credit risk and significant customers, a group of customers under common control or customers that are affiliates of each other are regarded as a single customer. Accounting Pronouncement Adopted in 2021 Income taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2019-12, “Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amending existing guidance to improve consistent application. Most amendments within this standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We adopted this standard on a prospective basis as of January 1, 2021. The adoption of this standard did not result in any material impact on our condensed consolidated financial statements upon adoption. Recently Issued Accounting Pronouncement Pending Adoption Debt with Conversion Options In August 2020, the FASB issued new guidance to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The standard eliminates beneficial conversion feature and cash conversion models resulting in more convertible instruments being accounted for as a single unit; and simplifies classification of debt on the balance sheet and earnings per share calculation. This new standard is effective for our interim and annual periods beginning January 1, 2022 and earlier adoption is permitted. Amendments within this standard are required to be applied on a retrospective or modified retrospective basis. We are currently evaluating the impact of the adoption of this standard on our condensed consolidated financial statements. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2021 | |
Debt Securities, Available-for-sale [Abstract] | |
Investments | Investments Marketable Debt Securities The following is a summary of our available-for-sale debt securities recorded within short-term and long-term investments on the condensed consolidated balance sheets (in millions): March 31, 2021 Amortized Gross Gross Estimated Available-for-sale securities: Commercial paper $ 458 $ — $ — $ 458 Corporate notes and bonds 2,319 6 (1) 2,324 Certificates of deposit 74 — — 74 U.S. government and agency securities 97 — — 97 Mortgage and asset backed securities 31 — (1) 30 Total available-for-sale securities $ 2,979 $ 6 $ (2) $ 2,983 December 31, 2020 Amortized Gross Gross Estimated Available-for-sale securities: Commercial paper $ 406 $ — $ — $ 406 Corporate notes and bonds 2,298 10 — 2,308 Certificates of deposit 23 — — 23 U.S. government and agency securities 145 1 — 146 Total available-for-sale securities $ 2,872 $ 11 $ — $ 2,883 As of March 31, 2021, the contractual maturities of our available-for-sale debt securities, excluding those securities classified within cash and cash equivalents on the condensed consolidated balance sheet and mortgage and asset backed securities that do not have a single maturity, did not exceed 36 months. The fair values of available-for-sale securities, by remaining contractual maturity, are as follows (in millions): March 31, 2021 Due within 1 year $ 1,635 Due in 1 year through 5 years 1,318 Instruments not due in single maturity 30 Total $ 2,983 As of March 31, 2021, the fair values and the gross unrealized losses of these available-for-sale debt securities, classified by the length of time that the securities have been in a continuous unrealized loss position, and aggregated by investment types, excluding those securities classified within cash and cash equivalents on the condensed consolidated balance sheets (in millions), are as follows: March 31, 2021 Less than 12 Months 12 Months or Greater Total Fair Value Gross Fair Value Gross Fair Value Gross Corporate notes and bonds $ 1,027 $ (1) $ — $ — $ 1,027 $ (1) Mortgage and asset backed securities 27 (1) — — 27 (1) Total $ 1,054 $ (2) $ — $ — $ 1,054 $ (2) As of December 31, 2020, the gross unrealized losses related to fair value $637 million available-for-sale debt securities that have been in a continuous unrealized loss position were not material. The decline in fair value below amortized cost basis was not considered other than temporary as it is more likely than not we will hold the securities until maturity or a recovery of the cost basis, and credit-related impairment losses were not deemed material as of March 31, 2021. Strategic Investments As of March 31, 2021 and December 31, 2020, the total amount of equity investments in privately-held companies included in other assets on our condensed consolidated balance sheets was $37 million and $28 million, respectively. We classify these assets as Level 3 within the fair value hierarchy as only an impairment or observable adjustment is recognized based on observable transaction price at the transaction date of identical or similar investment of the same issuer and other unobservable inputs such as volatility. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis as of March 31, 2021 (in millions): Level 1 Level 2 Total Cash equivalents: Money market funds $ 1,059 $ — $ 1,059 Commercial paper — 34 34 Corporate notes and bonds — 3 3 Deposits 100 — 100 U.S. government and agency securities — 69 69 Marketable securities: Commercial paper — 458 458 Corporate notes and bonds — 2,324 2,324 Certificates of deposit — 74 74 U.S. government and agency securities — 97 97 Mortgage and asset backed securities — 30 30 Total $ 1,159 $ 3,089 $ 4,248 The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis as of December 31, 2020 (in millions): Level 1 Level 2 Total Cash equivalents: Money market funds $ 1,305 $ — $ 1,305 U.S. government and agency securities — 2 2 Marketable securities: Commercial paper — 406 406 Corporate notes and bonds — 2,308 2,308 Certificates of deposit — 23 23 U.S. government and agency securities — 146 146 Total $ 1,305 $ 2,885 $ 4,190 We determine the fair value of our security holdings based on pricing from our service providers and market prices from industry-standard independent data providers. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures. Our equity investments in privately-held companies are not included in the table above and are discussed in Note 3. See Note 8 for the fair value measurement of our derivative contracts and Note 10 for the fair value measurement of our long-term debt, which are also not included in the table above. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations On January 8, 2021, we acquired all outstanding stock of Element AI Inc. ("Element"), a leading enterprise artificial intelligence (“AI”) solution provider for $228 million in an all-cash transaction. We have included the financial results of Element in the condensed consolidated financial statements from the date of acquisition, which were not material to date. The purchase price was allocated based on the estimated fair value of developed technology intangible asset of $85 million ( five The fair values assigned to tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received. The provisional measurements of fair value for income taxes payable and deferred taxes may be subject to change as additional information is received and certain tax returns are finalized. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill balances are presented below (in millions): Carrying Amount Balance as of December 31, 2020 $ 241 Goodwill acquired 126 Foreign currency translation adjustments (6) Balance as of March 31, 2021 $ 361 Intangible assets consist of the following (in millions): March 31, 2021 December 31, 2020 Developed technology $ 308 $ 226 Patents 62 65 Other 5 3 Intangible assets, gross 375 294 Less: accumulated amortization (154) (141) Intangible assets, net $ 221 $ 153 The weighted-average useful life for the developed technology acquired during the three months ended March 31, 2021 was approximately five years. Amortization expense for intangible assets for the three months ended March 31, 2021 and 2020 was $17 million and $10 million, respectively. The following table presents the estimated future amortization expense related to intangible assets held at March 31, 2021 (in millions): Years Ending December 31, Remainder of 2021 $ 44 2022 55 2023 49 2024 43 2025 23 Thereafter 7 Total future amortization expense $ 221 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consists of the following (in millions): March 31, 2021 December 31, 2020 Computer equipment $ 1,020 $ 974 Computer software 74 72 Leasehold and other improvements 180 168 Furniture and fixtures 70 69 Construction in progress 6 9 Property and equipment, gross 1,350 1,292 Less: Accumulated depreciation (657) (632) Property and equipment, net $ 693 $ 660 Construction in progress consists primarily of leasehold and other improvements and in-process software development costs. Depreciation expense for the three months ended March 31, 2021 and 2020 was $71 million and $51 million, respectively. |
Derivative Contracts
Derivative Contracts | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Contracts | Derivative Contracts As of March 31, 2021 and December 31, 2020, we had foreign currency forward contracts with total notional values of $504 million and $583 million, respectively, which are not designated as hedging instruments. Our foreign currency contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, such as currency spot and forward rates. The fair value of these outstanding derivative contracts was as follows (in millions): Condensed Consolidated Balance Sheet Location March 31, 2021 December 31, 2020 Derivative Assets: Foreign currency derivative contracts Prepaid expenses and other current assets $ 2 $ 8 Derivative Liabilities: Foreign currency derivative contracts Accrued expenses and other current liabilities $ 2 $ 10 |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligations | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue and Performance Obligations | Deferred Revenue and Performance ObligationsRevenues recognized during the three months ended March 31, 2021 from amounts included in deferred revenue as of December 31, 2020 were $1.1 billion. Revenues recognized during the three months ended March 31, 2020 from amounts included in deferred revenue as of December 31, 2019 were $0.8 billion. Remaining Performance Obligations Transaction price allocated to remaining performance obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenues in future periods. RPO excludes contracts that are billed in arrears, such as certain time and materials contracts, as we apply the “right to invoice” practical expedient under relevant accounting guidance. As of March 31, 2021, the total non-cancelable RPO under our contracts with customers was $8.8 billion and we expect to recognize revenues on approximately 50% of these RPO over the following 12 months, with the balance to be recognized thereafter. |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Notes Payable [Abstract] | |
Long-Term Debt | Long-Term Debt The following table summarizes the carrying value of our outstanding debt (in millions, except percentages): March 31, 2021 December 31, 2020 2030 Notes 2022 Notes 2030 Notes 2022 Notes Long-term debt Principal $ 1,500 $ 135 $ 1,500 $ 169 Less: debt issuance cost and debt discount, net of amortization (17) (7) (18) (11) Net carrying amount $ 1,483 $ 128 $ 1,482 $ 158 Effective interest rate of the liability component - 2022 Notes 4.75% Effective interest rate - 2030 Notes 1.53% The effective interest rates for the 2030 Notes and 2022 Notes include interest payable, amortization of debt issuance cost and amortization of debt discount, as applicable. We consider the fair value of the 2030 Notes and 2022 Notes at March 31, 2021 to be a Level 2 measurement. The estimated fair value of the 2030 Notes and 2022 Notes at March 31, 2021 and December 31, 2020 is based on the closing trading price per $100 of the 2030 Notes and 2022 Notes were as follows (in millions): March 31, 2021 December 31, 2020 2022 Notes $ 479 $ 687 2030 Notes $ 1,354 $ 1,463 2030 Notes In August 2020, we issued 1.40% fixed rate ten 2022 Notes In May and June 2017, we issued an aggregate of $782.5 million of 0% convertible senior notes (the “2022 Notes”), which are due June 1, 2022 unless earlier converted or repurchased in accordance with their terms. The 2022 Notes do not bear interest, and we cannot redeem the 2022 Notes prior to maturity. The 2022 Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. In accounting for the issuance of the 2022 Notes and the related transaction costs, we valued and bifurcated the conversion option from the host debt instrument, referred to as debt discount, and recorded the conversion option of $160 million in equity at issuance. The resulting debt discount and transactions costs allocated to the liability component are amortized to interest expense using the effective interest method over the term of the 2022 Notes. Upon conversion of the 2022 Notes, we may choose to pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock upon settlement. We currently intend to settle the principal amount of the 2022 Notes with cash. Convertible Date Initial Conversion Price per Share Initial Conversion Rate per $1,000 Par Value Initial Number of Shares (in millions) 2022 Notes February 1, 2022 $ 134.75 7.42 shares 6 Conversion of the 2022 Notes prior to the Convertible Date . At any time prior to the close of business on the business day immediately preceding February 1, 2022 (“Convertible Date”), holders of the 2022 Notes may convert their 2022 Notes at their option, only if one of the following conditions are met: • during any calendar quarter (and only during such calendar quarter) if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day (in each case, the “Conversion Condition”); or • during the five-business day period after any five-consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of the 2022 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or • upon the occurrence of specified corporate events. For conversion requests received prior to maturity, the difference between the fair value and the amortized book value is recorded as a gain or loss on early note conversion. Conversion of the 2022 Notes on or after the Convertible Date. On or after the Convertible Date, a holder may convert all or any portion of its 2022 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding maturity, regardless of the foregoing conditions, and such conversions will settle upon maturity. Upon settlement, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The conversion price of the 2022 Notes will be subject to adjustment in some events. Holders of the 2022 Notes who convert their 2022 Notes in connection with certain corporate events that constitute a “make-whole fundamental change” are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a “fundamental change,” holders of the 2022 Notes may require us to purchase with cash all or a portion of the 2022 Notes upon the occurrence of a fundamental change, at a purchase price equal to 100% of the principal amount of the 2022 Notes plus any accrued and unpaid special interest, if any. The Conversion Condition for the 2022 Notes was met for all the quarters ended June 30, 2018 through March 31, 2021, except for the quarter ended December 31, 2018. Therefore, our 2022 Notes became convertible at the holders’ option beginning on July 1, 2018 and continue to be convertible through June 30, 2021, except for the quarter ended March 31, 2019 because the Conversion Condition for the 2022 Notes was not met for the quarter ended December 31, 2018. During the three months ended March 31, 2021, we paid cash to settle $34 million in principal of the 2022 Notes and the loss on the early note conversions was not material. As a result of the settlements, we also recorded a net reduction to additional paid-in capital, reflecting $102 million fair value adjustments to the settled conversion option partially offset by a $102 million benefit from the 2022 Note Hedge (as defined below). Based on conversion requests received through the filing date, we expect to settle in cash an aggregate of approximately $30 million in principal amount of the 2022 Notes during the second quarter of 2021. We may receive additional conversion requests that require settlement in the second quarter of 2021 and future periods. Repurchase of 2022 Notes On August 11, 2020, we repurchased $497 million in aggregate principal amount of the 2022 Notes (the “2022 Notes Repurchase”) funded in part by the $1.1 billion proceeds received from the partial unwind of the 2022 Note Hedge (as defined below). The 2022 Notes Repurchase was accounted for as a debt extinguishment in which $493 million and $1.1 billion were allocated to the liability and equity components of the 2022 Notes, respectively. The cash consideration allocated to the liability component was based on the estimated fair value of the liability component utilizing a discount rate assuming a similar liability per the Company’s credit rating with the same maturity, but without the conversion option, as of the repurchase date. The cash consideration allocated to the equity component was based on the aggregate cash consideration less the estimated fair value of the liability component. The loss on extinguishment of $39 million recorded as other income, net, represents the difference between the allocated cash consideration and the carrying value of the liability component, which includes the proportionate amounts of unamortized debt discount and unamortized debt issuance costs in the amount of $43 million. Note Hedge To minimize the impact of potential economic dilution upon conversion of the 2022 Notes, we entered into convertible note hedge transactions (the “2022 Note Hedge”) with certain investment banks, with respect to our common stock concurrently with the issuance of the 2022 Notes. Purchase Initial Shares Shares as of (in millions) 2022 Note Hedge $ 128 6 1 The 2022 Note Hedge covers shares of our common stock at a strike price per share that corresponds to the initial conversion price of the 2022 Notes, subject to adjustment, and are exercisable upon conversion of the 2022 Notes. If exercised, we may elect to receive cash, shares of our common stock, or a combination of cash and shares. The 2022 Note Hedge will expire upon the maturity of the 2022 Notes. The 2022 Note Hedge is intended to reduce the potential economic dilution upon conversion of the 2022 Notes in the event that the fair value per share of our common stock at the time of exercise is greater than the conversion price of the 2022 Notes. The 2022 Note Hedge is a separate transaction and is not part of the terms of the 2022 Notes. Holders of the 2022 Notes will not have any rights with respect to the 2022 Note Hedge. The 2022 Note Hedge does not impact earnings per share, as it was entered into to offset any dilution from the 2022 Notes. On August 11, 2020, in connection with the 2022 Notes Repurchase, we entered into partial unwind agreements (the “Note Hedge Unwind”) to reduce the number of options corresponding to the principal amount of the 2022 Notes Repurchase. We received $1.1 billion for the Note Hedge Unwind and the aggregate number of shares underlying the call options under the 2022 Note Hedge was reduced by 3.7 million shares. Consistent with early conversions of the 2022 Notes, proceeds received by the Company from the Note Hedge Unwind were used to settle a portion of the 2022 Notes Repurchase. Warrants Proceeds Initial Shares Strike Price First Expiration Date Shares as of (in millions) (in millions) (in millions) 2022 Warrants $ 54 6 $ 203.40 September 1, 2022 1 Separately, we entered into warrant transactions with certain investment banks, whereby we sold warrants to acquire, subject to adjustment, the number of shares of our common stock shown in the table above (the “2022 Warrants”). If the average market value per share of our common stock for the reporting period, as measured under the 2022 Warrants, exceeds the strike price of the respective 2022 Warrants, such 2022 Warrants would have a dilutive effect on our earnings per share to the extent we report net income. The 2022 Warrants are separate transactions and are not remeasured through earnings each reporting period. The 2022 Warrants are not part of the 2022 Notes or 2022 Note Hedge. In connection with the 2022 Notes Repurchase and early note conversions, we entered into partial unwind agreements to reduce the number of warrants outstanding under the 2022 Warrants by delivering an aggregate of 0.5 million and 2.3 million shares of our common stock during the three months ended March 31, 2021 and year ended December 31, 2020, respectively. According to the terms, the remaining portion of the 2022 Warrants will be net share settled and automatically exercised over a 60 trading day period beginning on the first expiration date as set forth above based on the daily volume-weighted average stock prices over the same 60 trading day period . We expect to issue additional shares of our common stock in the second half of 2022 upon the automatic exercise of the remaining portion of the 2022 Warrants. The remaining portion of the 2022 Warrants could have a dilutive effect to the extent that the daily volume-weighted average stock prices over a 60 trading day period beginning on September 1, 2022 exceeds the strike price of the 2022 Warrants. Based on the volume-weighted average stock price on March 31, 2021, the total number of shares of our common stock to be issued upon the automatic exercise of the remaining portion of the 2022 Warrants would be approximately 0.6 million. The actual number of shares of our common stock issuable upon the automatic exercise of the remaining portion of the 2022 Warrants, if any, is unknown at this time. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The components of accumulated other comprehensive income, net of tax, consist of the following (in millions): March 31, 2021 December 31, 2020 Foreign currency translation adjustment $ 56 $ 87 Net unrealized losses on investments, net of tax — 7 Accumulated other comprehensive income $ 56 $ 94 Reclassification adjustments out of accumulated other comprehensive income into net income were not material for all periods presented. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock We are authorized to issue a total of 600 million shares of common stock as of March 31, 2021. Holders of our common stock are not entitled to receive dividends unless declared by our board of directors. As of March 31, 2021, we had 197.4 million shares of common stock outstanding and had reserved shares of common stock for future issuance as follows (in thousands): March 31, 2021 Stock plans: Options outstanding 454 RSUs (1) 8,047 Shares of common stock available for future grants: 2012 Equity Incentive Plan (2) 26,603 2012 Employee Stock Purchase Plan (2) 9,526 Total shares of common stock reserved for future issuance 44,630 (1) Represents the number of shares issuable upon settlement of outstanding restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”), assuming 100% of the target number of shares for performance-based RSUs, as discussed under the section entitled “RSUs” in Note 13. (2) Refer to Note 13 for a description of these plans. During the three months ended March 31, 2021 and 2020, we issued a total of 1.1 million shares and 1.2 million shares, respectively, from stock option exercises, vesting of RSUs, net of employee payroll taxes and purchases from the employee stock purchase plan (“ESPP”). In addition, as described in Note 10, we issued 0.5 million shares of our common stock upon partial unwind of the 2022 Warrants during the three months ended March 31, 2021. |
Equity Awards
Equity Awards | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Equity Awards | Equity Awards We currently have two equity incentive plans, our 2005 Stock Option Plan (the “2005 Plan”) and our 2012 Equity Incentive Plan (the “2012 Plan”). Our 2005 Plan was terminated in connection with our initial public offering in 2012 but continues to govern the terms of outstanding stock options that were granted prior to the termination of the 2005 Plan. We no longer grant equity awards pursuant to our 2005 Plan. Our 2012 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, RSUs, performance-based stock awards and other forms of equity compensation (collectively, “equity awards”). In addition, the 2012 Plan provides for the grant of performance cash awards. Incentive stock options may be granted only to employees. All other equity awards may be granted to employees, including officers, as well as directors and consultants. The share reserve may increase to the extent outstanding stock options under the 2005 Plan expire or terminate unexercised. Prior to January 2019, the share reserve also automatically increased on January 1 of each year, by up to 5% of the total number of shares of common stock outstanding on December 31 of the preceding year as determined by our board of directors. In January 2019, our Board of Directors amended the 2012 Plan to remove the automatic increase provision. Therefore, for the remaining term of the 2012 Plan, the share reserve will not be increased without stockholder approval. Our 2012 Employee Stock Purchase Plan (the “2012 ESPP”) authorizes the issuance of shares of common stock pursuant to purchase rights granted to our employees. The price at which common stock is purchased under the 2012 ESPP is equal to 85% of the fair market value of our common stock on the first or last day of the offering period, whichever is lower. Offering periods are six months long and begin on February 1 and August 1 of each year. The number of shares of common stock reserved for issuance automatically increases on January 1 of each year until January 1, 2022, by up to 1% of the total number of shares of common stock outstanding on December 31 of the preceding year as determined by our board of directors. Our board of directors elected not to increase the number of shares of common stock reserved for issuance under the 2012 ESPP pursuant to the provision described in the preceding sentence for the year ending December 31, 2021. Stock Options Stock options are exercisable at a price equal to the market value of the underlying shares of common stock on the date of the grant as determined by our board of directors or, for those stock options issued subsequent to our initial public offering, the closing price of our common stock as reported on the New York Stock Exchange on the date of grant. Stock options granted under our 2005 Plan and the 2012 Plan to new employees generally vest 25% one year from the date the requisite service period begins and continue to vest monthly for each month of continued employment over the remaining three years. Options granted generally are exercisable for a period of up to ten years contingent on each holder’s continuous status as a service provider. A summary of stock option activity for the three months ended March 31, 2021 was as follows: Number of Weighted- Weighted- Aggregate (in thousands) (in years) (in millions) Outstanding at December 31, 2020 522 $ 107.14 Granted 36 $ 587.91 Exercised (104) $ 88.28 $ 47 Outstanding at March 31, 2021 454 $ 149.23 5.0 Vested and expected to vest as of March 31, 2021 429 $ 137.40 4.7 $ 158 Vested and exercisable as of March 31, 2021 298 $ 50.86 2.9 $ 134 Aggregate intrinsic value represents the difference between the estimated fair value of our common stock and the exercise price of outstanding, in-the-money options. The total fair value of stock options vested during the three months ended March 31, 2021 was $1 million. As of March 31, 2021, total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options was approximately $14 million. The weighted-average remaining vesting period of unvested stock options at March 31, 2021 was approximately four years. RSUs A summary of RSU activity for the three months ended March 31, 2021 was as follows: Number of Weighted-Average Grant-Date Fair Value Aggregate (in thousands) (in millions) Outstanding at December 31, 2020 7,362 $ 274.23 Granted 2,004 $ 577.94 Vested (1,060) $ 226.59 $ 620 Forfeited (259) $ 330.43 Outstanding at March 31, 2021 8,047 $ 352.48 RSUs outstanding as of March 31, 2021 were comprised of 7.6 million RSUs with only service conditions and 0.4 million RSUs with both service and performance conditions, including certain RSUs with additional market conditions. PRSUs with service, performance and market vesting criteria are considered as eligible to vest when approved by the compensation committee of our board of directors in January of the year following the grant. The ultimate number of shares eligible to vest for PRSUs range from 0% to 200% of the target number of shares depending on achievement relative to the performance metrics and, for certain PRSUs, depend on our total shareholder return relative to that of the S&P 500 index over the applicable measurement period. The eligible shares subject to PRSUs granted during the three months ended March 31, 2021 will vest in February of the following year and semi-annually for the remaining two As of March 31, 2021, total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs was approximately $2.2 billion and the weighted-average remaining vesting period was approximately three years. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share Basic net income per share attributable to common stockholders is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income per share is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for the effects of dilutive shares of common stock, which are comprised of outstanding stock options, RSUs, ESPP obligations, the 2022 Notes and the 2022 Warrants. Stock awards with performance or market conditions are included in dilutive shares to the extent all conditions are met. The dilutive potential shares of common stock are computed using the treasury stock method or the as-if converted method, as applicable. The effects of outstanding stock options, RSUs, ESPP obligations, 2022 Notes and 2022 Warrants are excluded from the computation of diluted net income per share in periods in which the effect would be antidilutive. The following tables present the calculation of basic and diluted net income per share attributable to common stockholders (in thousands, except per share data): Three Months Ended March 31, 2021 2020 Numerator: Net income $ 82,440 $ 48,231 Denominator: Weighted-average shares outstanding - basic 196,624 190,163 Weighted-average effect of potentially dilutive securities: Common stock options 351 756 RSUs 3,671 3,751 2022 Notes 748 3,229 2022 Notes settlements 50 10 2022 Warrants 618 2,029 Partial settlement of 2022 Warrants 206 — Weighted-average shares outstanding - diluted 202,268 199,938 Net income per share - basic $ 0.42 $ 0.25 Net income per share - diluted $ 0.41 $ 0.24 Potentially dilutive securities that are not included in the calculation of diluted net income per share because doing so would be antidilutive are as follows (in thousands): Three Months Ended March 31, 2021 2020 Common stock options 36 161 RSUs 1,748 2,494 ESPP obligations 144 178 Total potentially dilutive securities 1,928 2,833 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We compute our provision for income taxes by applying the estimated annual effective tax rate to year-to-date income from recurring operations and adjust the provision for discrete tax items recorded in the period. Our income tax provision was $17 million for the three months ended March 31, 2021. The income tax provision was primarily attributable to the mix of earnings and losses in countries with differing statutory tax rates and the valuation allowance in the United States. Our income tax provision was not material for the three months ended March 31, 2020, as our foreign taxes were entirely offset by release of valuation allowance resulting from an acquisition and excess tax benefits of stock-based compensation. Governments in certain countries where we do business have enacted legislation in response to the COVID-19 pandemic, including the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted by the United States on March 27, 2020. We are continuing to analyze these legislative developments and believe that they have not had a material impact on our provision for income taxes for the three months ended March 31, 2021. We are subject to taxation in the United States and foreign jurisdictions. As of March 31, 2021, our tax years 2004 to 2020 remain subject to examination in most jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases For some of our offices and data centers, we have entered into non-cancelable operating lease agreements with various expiration dates through 2035. Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into our determination of lease payments. Total operating lease costs were $22 million and $19 million excluding short-term lease costs, variable lease costs and sublease income, each of which were immaterial, for the three months ended March 31, 2021 and 2020, respectively. For the three months ended March 31, 2021, cash paid for amounts included in the measurement of operating lease liabilities was $18 million and operating lease liabilities arising from obtaining operating right-of-use assets totaled $21 million. As of March 31, 2021, the weighted-average remaining lease term is 8 years, and the weighted-average discount rate is 3.4%. Maturities of operating lease liabilities as of March 31, 2021 are presented in the table below (in millions): Remainder of 2021 $ 70 2022 91 2023 86 2024 67 2025 57 Thereafter 221 Total operating lease payments 592 Less: imputed interest (95) Present value of operating lease liabilities $ 497 In addition to the amounts above, as of March 31, 2021, we have operating leases, primarily for offices, that have not yet commenced with undiscounted cash flows of $340 million. These operating leases will commence between 2021and 2022 with lease terms of 4 to 14 years. Other Commitments Other contractual commitments consist of data center and IT operations and sales and marketing activities. There were no material contractual obligations that were entered into during the three months ended March 31, 2021 that were outside the ordinary course of business. In addition to the amounts above, the repayment of our 2022 Notes and 2030 Notes with an aggregate principal amount of $135 million and $1.5 billion is due on June 1, 2022 and September 1, 2030, respectively. Refer to Note 10 for further information regarding our Notes. Also, $23 million of unrecognized tax benefits have been recorded as liabilities as of March 31, 2021. Letters of Credit As of March 31, 2021, we had letters of credit in the aggregate amount of $18 million, primarily in connection with our customer contracts and operating leases. Legal Proceedings From time to time, we are party to litigation and other legal proceedings in the ordinary course of business. While the results of any litigation or other legal proceedings are uncertain, management does not believe the ultimate resolution of any pending legal matters is likely to have a material adverse effect on our financial position, results of operations or cash flows, except for those matters for which we have recorded a loss contingency. We accrue for loss contingencies when it is both probable that we will incur the loss and when we can reasonably estimate the amount of the loss or range of loss. Generally, our subscription agreements require us to defend our customers for third-party intellectual property infringement and other claims. Any adverse determination related to intellectual property claims or other litigation could prevent us from offering our services and adversely affect our financial condition and results of operations. Indemnification Provisions Our agreements include provisions indemnifying customers against intellectual property and other third-party claims. In addition, we have entered into indemnification agreements with our directors, executive officers and certain other officers that will require us, among other things, to indemnify them against certain liabilities that may arise as a result of their affiliation with us. We have not incurred any costs as a result of such indemnification obligations and have not recorded any liabilities related to such obligations in the condensed consolidated financial statements. |
Information about Geographic Ar
Information about Geographic Areas and Products | 3 Months Ended |
Mar. 31, 2021 | |
Segments, Geographical Areas [Abstract] | |
Information about Geographic Areas and Products | Information about Geographic Areas and Products Revenues by geographic area, based on the location of our users, were as follows for the periods presented (in millions): Three Months Ended March 31, 2021 2020 North America (1) $ 883 $ 702 EMEA (2) 343 251 Asia Pacific and other 134 93 Total revenues $ 1,360 $ 1,046 Property and equipment, net by geographic area were as follows (in millions): March 31, 2021 December 31, 2020 North America (3) $ 420 $ 395 EMEA (2) 179 172 Asia Pacific and other 94 93 Total property and equipment, net $ 693 $ 660 (1) Revenues attributed to the United States were 94% of North America revenues for each of the three months ended March 31, 2021 and 2020, respectively. (2) Europe, the Middle East and Africa (“EMEA”) (3) Property and equipment, net attributed to the United States were approximately 78% of property and equipment, net attributable to North America as of March 31, 2021 and December 31, 2020. Subscription revenues consist of the following (in millions): Three Months Ended March 31, 2021 2020 Digital workflow products $ 1,131 $ 868 ITOM products 162 127 Total subscription revenues $ 1,293 $ 995 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn April 16, 2021, we completed the acquisition of Uber Techlabs Private Limited, d/b/a Intellibot, by acquiring all issued and outstanding shares in an all-cash transaction to improve our end‑to‑end automation capabilities. We are currently evaluating the purchase price allocation for this transaction. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements due to the permitted exclusion of certain disclosures for interim reporting. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary under GAAP for fair statement of results for the interim periods presented have been included. The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for other interim periods or future years. The condensed consolidated balance sheet as of December 31, 2020 is derived from audited consolidated financial statements; however, it does not include all of the information and footnotes required by GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 12, 2021. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements have been prepared in conformity with GAAP and include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, as well as reported amounts of revenues and expenses during the reporting period. Such management estimates and assumptions include, but are not limited to, standalone selling price for each distinct performance obligation included in customer contracts with multiple performance obligations, the period of benefit for deferred commissions, valuation of intangible assets, the useful life of property and equipment and identifiable intangible assets, stock-based compensation expense and income taxes. Actual results could differ from those estimates. We assessed the impact of COVID-19 on the estimates and assumptions and determined there was no material impact. |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant CustomersCredit risk arising from accounts receivable is mitigated to a certain extent due to our large number of customers and their dispersion across various industries and geographies. As of March 31, 2021, we had one customer, a channel partner, that represented 13% of our accounts receivable and no customers that individually exceeded 10% of our total revenues in any of the periods presented. As of December 31, 2020, there were no customers that represented more than 10% of our accounts receivable balance. For purposes of assessing concentration of credit risk and significant customers, a group of customers under common control or customers that are affiliates of each other are regarded as a single customer. |
Accounting Pronouncement Adopted in 2021 and Recently Issued Accounting Pronouncement Pending Adoption | Accounting Pronouncement Adopted in 2021 Income taxes In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2019-12, “Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and amending existing guidance to improve consistent application. Most amendments within this standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We adopted this standard on a prospective basis as of January 1, 2021. The adoption of this standard did not result in any material impact on our condensed consolidated financial statements upon adoption. Recently Issued Accounting Pronouncement Pending Adoption Debt with Conversion Options In August 2020, the FASB issued new guidance to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The standard eliminates beneficial conversion feature and cash conversion models resulting in more convertible instruments being accounted for as a single unit; and simplifies classification of debt on the balance sheet and earnings per share calculation. This new standard is effective for our interim and annual periods beginning January 1, 2022 and earlier adoption is permitted. Amendments within this standard are required to be applied on a retrospective or modified retrospective basis. We are currently evaluating the impact of the adoption of this standard on our condensed consolidated financial statements. |
Fair Value Measurements | We determine the fair value of our security holdings based on pricing from our service providers and market prices from industry-standard independent data providers. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures.Our equity investments in privately-held companies are not included in the table above and are discussed in Note 3. |
Legal Proceedings | From time to time, we are party to litigation and other legal proceedings in the ordinary course of business. While the results of any litigation or other legal proceedings are uncertain, management does not believe the ultimate resolution of any pending legal matters is likely to have a material adverse effect on our financial position, results of operations or cash flows, except for those matters for which we have recorded a loss contingency. We accrue for loss contingencies when it is both probable that we will incur the loss and when we can reasonably estimate the amount of the loss or range of loss. Generally, our subscription agreements require us to defend our customers for third-party intellectual property infringement and other claims. Any adverse determination related to intellectual property claims or other litigation could prevent us from offering our services and adversely affect our financial condition and results of operations. Indemnification Provisions Our agreements include provisions indemnifying customers against intellectual property and other third-party claims. In addition, we have entered into indemnification agreements with our directors, executive officers and certain other officers that will require us, among other things, to indemnify them against certain liabilities that may arise as a result of their affiliation with us. We have not incurred any costs as a result of such indemnification obligations and have not recorded any liabilities related to such obligations in the condensed consolidated financial statements. |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Securities, Available-for-sale [Abstract] | |
Schedule of Marketable Debt Securities | The following is a summary of our available-for-sale debt securities recorded within short-term and long-term investments on the condensed consolidated balance sheets (in millions): March 31, 2021 Amortized Gross Gross Estimated Available-for-sale securities: Commercial paper $ 458 $ — $ — $ 458 Corporate notes and bonds 2,319 6 (1) 2,324 Certificates of deposit 74 — — 74 U.S. government and agency securities 97 — — 97 Mortgage and asset backed securities 31 — (1) 30 Total available-for-sale securities $ 2,979 $ 6 $ (2) $ 2,983 December 31, 2020 Amortized Gross Gross Estimated Available-for-sale securities: Commercial paper $ 406 $ — $ — $ 406 Corporate notes and bonds 2,298 10 — 2,308 Certificates of deposit 23 — — 23 U.S. government and agency securities 145 1 — 146 Total available-for-sale securities $ 2,872 $ 11 $ — $ 2,883 |
Investments Classified by Contractual Maturity Date | The fair values of available-for-sale securities, by remaining contractual maturity, are as follows (in millions): March 31, 2021 Due within 1 year $ 1,635 Due in 1 year through 5 years 1,318 Instruments not due in single maturity 30 Total $ 2,983 |
Fair Values and Gross Unrealized Losses of Available-for-Sale Securities Aggregated by Investment Category | As of March 31, 2021, the fair values and the gross unrealized losses of these available-for-sale debt securities, classified by the length of time that the securities have been in a continuous unrealized loss position, and aggregated by investment types, excluding those securities classified within cash and cash equivalents on the condensed consolidated balance sheets (in millions), are as follows: March 31, 2021 Less than 12 Months 12 Months or Greater Total Fair Value Gross Fair Value Gross Fair Value Gross Corporate notes and bonds $ 1,027 $ (1) $ — $ — $ 1,027 $ (1) Mortgage and asset backed securities 27 (1) — — 27 (1) Total $ 1,054 $ (2) $ — $ — $ 1,054 $ (2) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Assets Measured at Fair Value on Recurring Basis | The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis as of March 31, 2021 (in millions): Level 1 Level 2 Total Cash equivalents: Money market funds $ 1,059 $ — $ 1,059 Commercial paper — 34 34 Corporate notes and bonds — 3 3 Deposits 100 — 100 U.S. government and agency securities — 69 69 Marketable securities: Commercial paper — 458 458 Corporate notes and bonds — 2,324 2,324 Certificates of deposit — 74 74 U.S. government and agency securities — 97 97 Mortgage and asset backed securities — 30 30 Total $ 1,159 $ 3,089 $ 4,248 The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis as of December 31, 2020 (in millions): Level 1 Level 2 Total Cash equivalents: Money market funds $ 1,305 $ — $ 1,305 U.S. government and agency securities — 2 2 Marketable securities: Commercial paper — 406 406 Corporate notes and bonds — 2,308 2,308 Certificates of deposit — 23 23 U.S. government and agency securities — 146 146 Total $ 1,305 $ 2,885 $ 4,190 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill balances are presented below (in millions): Carrying Amount Balance as of December 31, 2020 $ 241 Goodwill acquired 126 Foreign currency translation adjustments (6) Balance as of March 31, 2021 $ 361 |
Schedule of Intangible Assets | Intangible assets consist of the following (in millions): March 31, 2021 December 31, 2020 Developed technology $ 308 $ 226 Patents 62 65 Other 5 3 Intangible assets, gross 375 294 Less: accumulated amortization (154) (141) Intangible assets, net $ 221 $ 153 |
Schedule of Estimated Future Amortization Expense Related to Intangible Assets | The following table presents the estimated future amortization expense related to intangible assets held at March 31, 2021 (in millions): Years Ending December 31, Remainder of 2021 $ 44 2022 55 2023 49 2024 43 2025 23 Thereafter 7 Total future amortization expense $ 221 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consists of the following (in millions): March 31, 2021 December 31, 2020 Computer equipment $ 1,020 $ 974 Computer software 74 72 Leasehold and other improvements 180 168 Furniture and fixtures 70 69 Construction in progress 6 9 Property and equipment, gross 1,350 1,292 Less: Accumulated depreciation (657) (632) Property and equipment, net $ 693 $ 660 |
Derivative Contracts (Tables)
Derivative Contracts (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Values of Outstanding Derivative Contracts | The fair value of these outstanding derivative contracts was as follows (in millions): Condensed Consolidated Balance Sheet Location March 31, 2021 December 31, 2020 Derivative Assets: Foreign currency derivative contracts Prepaid expenses and other current assets $ 2 $ 8 Derivative Liabilities: Foreign currency derivative contracts Accrued expenses and other current liabilities $ 2 $ 10 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Convertible Notes Payable [Abstract] | |
Summary of Convertible Senior Notes | The following table summarizes the carrying value of our outstanding debt (in millions, except percentages): March 31, 2021 December 31, 2020 2030 Notes 2022 Notes 2030 Notes 2022 Notes Long-term debt Principal $ 1,500 $ 135 $ 1,500 $ 169 Less: debt issuance cost and debt discount, net of amortization (17) (7) (18) (11) Net carrying amount $ 1,483 $ 128 $ 1,482 $ 158 Effective interest rate of the liability component - 2022 Notes 4.75% Effective interest rate - 2030 Notes 1.53% Convertible Date Initial Conversion Price per Share Initial Conversion Rate per $1,000 Par Value Initial Number of Shares (in millions) 2022 Notes February 1, 2022 $ 134.75 7.42 shares 6 |
Schedule of Estimated Fair Values of Convertible Senior Notes | The estimated fair value of the 2030 Notes and 2022 Notes at March 31, 2021 and December 31, 2020 is based on the closing trading price per $100 of the 2030 Notes and 2022 Notes were as follows (in millions): March 31, 2021 December 31, 2020 2022 Notes $ 479 $ 687 2030 Notes $ 1,354 $ 1,463 |
Schedule of Note Hedges | Purchase Initial Shares Shares as of (in millions) 2022 Note Hedge $ 128 6 1 |
Schedule of Warrants | Proceeds Initial Shares Strike Price First Expiration Date Shares as of (in millions) (in millions) (in millions) 2022 Warrants $ 54 6 $ 203.40 September 1, 2022 1 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income, Net of Tax | The components of accumulated other comprehensive income, net of tax, consist of the following (in millions): March 31, 2021 December 31, 2020 Foreign currency translation adjustment $ 56 $ 87 Net unrealized losses on investments, net of tax — 7 Accumulated other comprehensive income $ 56 $ 94 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock Outstanding and Reserved Shares of Common Stock for Future Issuance | As of March 31, 2021, we had 197.4 million shares of common stock outstanding and had reserved shares of common stock for future issuance as follows (in thousands): March 31, 2021 Stock plans: Options outstanding 454 RSUs (1) 8,047 Shares of common stock available for future grants: 2012 Equity Incentive Plan (2) 26,603 2012 Employee Stock Purchase Plan (2) 9,526 Total shares of common stock reserved for future issuance 44,630 (1) Represents the number of shares issuable upon settlement of outstanding restricted stock units (“RSUs”) and performance-based RSUs (“PRSUs”), assuming 100% of the target number of shares for performance-based RSUs, as discussed under the section entitled “RSUs” in Note 13. (2) Refer to Note 13 for a description of these plans. |
Equity Awards (Tables)
Equity Awards (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity for the three months ended March 31, 2021 was as follows: Number of Weighted- Weighted- Aggregate (in thousands) (in years) (in millions) Outstanding at December 31, 2020 522 $ 107.14 Granted 36 $ 587.91 Exercised (104) $ 88.28 $ 47 Outstanding at March 31, 2021 454 $ 149.23 5.0 Vested and expected to vest as of March 31, 2021 429 $ 137.40 4.7 $ 158 Vested and exercisable as of March 31, 2021 298 $ 50.86 2.9 $ 134 |
Schedule of Restricted Stock Unit Activity | A summary of RSU activity for the three months ended March 31, 2021 was as follows: Number of Weighted-Average Grant-Date Fair Value Aggregate (in thousands) (in millions) Outstanding at December 31, 2020 7,362 $ 274.23 Granted 2,004 $ 577.94 Vested (1,060) $ 226.59 $ 620 Forfeited (259) $ 330.43 Outstanding at March 31, 2021 8,047 $ 352.48 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income Per Share | The following tables present the calculation of basic and diluted net income per share attributable to common stockholders (in thousands, except per share data): Three Months Ended March 31, 2021 2020 Numerator: Net income $ 82,440 $ 48,231 Denominator: Weighted-average shares outstanding - basic 196,624 190,163 Weighted-average effect of potentially dilutive securities: Common stock options 351 756 RSUs 3,671 3,751 2022 Notes 748 3,229 2022 Notes settlements 50 10 2022 Warrants 618 2,029 Partial settlement of 2022 Warrants 206 — Weighted-average shares outstanding - diluted 202,268 199,938 Net income per share - basic $ 0.42 $ 0.25 Net income per share - diluted $ 0.41 $ 0.24 |
Schedule of Potentially Dilutive Securities | Potentially dilutive securities that are not included in the calculation of diluted net income per share because doing so would be antidilutive are as follows (in thousands): Three Months Ended March 31, 2021 2020 Common stock options 36 161 RSUs 1,748 2,494 ESPP obligations 144 178 Total potentially dilutive securities 1,928 2,833 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities as of March 31, 2021 are presented in the table below (in millions): Remainder of 2021 $ 70 2022 91 2023 86 2024 67 2025 57 Thereafter 221 Total operating lease payments 592 Less: imputed interest (95) Present value of operating lease liabilities $ 497 |
Information about Geographic _2
Information about Geographic Areas and Products (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segments, Geographical Areas [Abstract] | |
Revenues by Geographic Area, Based on Billing Location of Customer | Revenues by geographic area, based on the location of our users, were as follows for the periods presented (in millions): Three Months Ended March 31, 2021 2020 North America (1) $ 883 $ 702 EMEA (2) 343 251 Asia Pacific and other 134 93 Total revenues $ 1,360 $ 1,046 |
Schedule of Long Lived Assets by Geographic Area | Property and equipment, net by geographic area were as follows (in millions): March 31, 2021 December 31, 2020 North America (3) $ 420 $ 395 EMEA (2) 179 172 Asia Pacific and other 94 93 Total property and equipment, net $ 693 $ 660 (1) Revenues attributed to the United States were 94% of North America revenues for each of the three months ended March 31, 2021 and 2020, respectively. (2) Europe, the Middle East and Africa (“EMEA”) (3) Property and equipment, net attributed to the United States were approximately 78% of property and equipment, net attributable to North America as of March 31, 2021 and December 31, 2020. |
Schedule of Subscription Revenue | Subscription revenues consist of the following (in millions): Three Months Ended March 31, 2021 2020 Digital workflow products $ 1,131 $ 868 ITOM products 162 127 Total subscription revenues $ 1,293 $ 995 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Accounts Receivable | Customer Concentration Risk | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Concentration risk | 13.00% |
Investments - Summary of Invest
Investments - Summary of Investments (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 2,979 | $ 2,872 |
Gross Unrealized Gains | 6 | 11 |
Gross Unrealized Losses | (2) | 0 |
Estimated Fair Value | 2,983 | 2,883 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 458 | 406 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 458 | 406 |
Corporate notes and bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,319 | 2,298 |
Gross Unrealized Gains | 6 | 10 |
Gross Unrealized Losses | (1) | 0 |
Estimated Fair Value | 2,324 | 2,308 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 74 | 23 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 74 | 23 |
U.S. government and agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 97 | 145 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 97 | $ 146 |
Mortgage and asset backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 31 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | (1) | |
Estimated Fair Value | $ 30 |
Investments - Additional Inform
Investments - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Securities, Available-for-sale [Abstract] | ||
Contractual maturities | 36 months | |
Unrealized loss | $ 1,054 | $ 637 |
Strategic investments | $ 37 | $ 28 |
Investments - Maturities of Ava
Investments - Maturities of Available-for-Sale Investments (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Abstract] | ||
Due within 1 year | $ 1,635 | |
Due in 1 year through 5 years | 1,318 | |
Instruments not due in single maturity | 30 | |
Total | $ 2,983 | $ 2,883 |
Investments - Fair Values and G
Investments - Fair Values and Gross Unrealized Losses of Available-for-Sale Securities Aggregated by Investment Category (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Continuous unrealized loss position, less than 12 months, fair value | $ 1,054 | |
Continuous unrealized loss position, less than 12 months, gross unrealized losses | (2) | |
Continuous unrealized loss position, 12 months or greater, fair value | 0 | |
Continuous unrealized loss position, 12 months or greater, gross unrealized loss | 0 | |
Continuous unrealized loss position, fair value | 1,054 | $ 637 |
Continuous unrealized loss position, gross unrealized losses | (2) | |
Corporate notes and bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Continuous unrealized loss position, less than 12 months, fair value | 1,027 | |
Continuous unrealized loss position, less than 12 months, gross unrealized losses | (1) | |
Continuous unrealized loss position, 12 months or greater, fair value | 0 | |
Continuous unrealized loss position, 12 months or greater, gross unrealized loss | 0 | |
Continuous unrealized loss position, fair value | 1,027 | |
Continuous unrealized loss position, gross unrealized losses | (1) | |
Mortgage and asset backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Continuous unrealized loss position, less than 12 months, fair value | 27 | |
Continuous unrealized loss position, less than 12 months, gross unrealized losses | (1) | |
Continuous unrealized loss position, 12 months or greater, fair value | 0 | |
Continuous unrealized loss position, 12 months or greater, gross unrealized loss | 0 | |
Continuous unrealized loss position, fair value | 27 | |
Continuous unrealized loss position, gross unrealized losses | $ (1) |
Fair Value Measurements (Detail
Fair Value Measurements (Detail) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 4,248 | $ 4,190 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,159 | 1,305 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 3,089 | 2,885 |
Cash equivalents | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,059 | 1,305 |
Cash equivalents | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 69 | 2 |
Cash equivalents | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 34 | |
Cash equivalents | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 3 | |
Cash equivalents | Deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 100 | |
Cash equivalents | Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,059 | 1,305 |
Cash equivalents | Level 1 | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Cash equivalents | Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Cash equivalents | Level 1 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Cash equivalents | Level 1 | Deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 100 | |
Cash equivalents | Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Cash equivalents | Level 2 | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 69 | 2 |
Cash equivalents | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 34 | |
Cash equivalents | Level 2 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 3 | |
Cash equivalents | Level 2 | Deposits | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Investments | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 97 | 146 |
Investments | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 458 | 406 |
Investments | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,324 | 2,308 |
Investments | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 74 | 23 |
Investments | Mortgage and asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 30 | |
Investments | Level 1 | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Investments | Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Investments | Level 1 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Investments | Level 1 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Investments | Level 1 | Mortgage and asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Investments | Level 2 | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 97 | 146 |
Investments | Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 458 | 406 |
Investments | Level 2 | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,324 | 2,308 |
Investments | Level 2 | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 74 | $ 23 |
Investments | Level 2 | Mortgage and asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 30 |
Business Combinations (Details)
Business Combinations (Details) - USD ($) $ in Millions | Jan. 08, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 361 | $ 241 | |
Element AI Inc. | |||
Business Acquisition [Line Items] | |||
Cash payment to acquire businesses | $ 228 | ||
Net tangible assets | 16 | ||
Goodwill | 126 | ||
Unrecognized tax benefits | $ 43 | ||
Developed technology | |||
Business Acquisition [Line Items] | |||
Weighted average useful life | 5 years | 5 years | |
Developed technology | Element AI Inc. | |||
Business Acquisition [Line Items] | |||
Intangible assets | $ 85 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $ 241 |
Goodwill acquired | 126 |
Foreign currency translation adjustments | (6) |
Goodwill, end of period | $ 361 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 375 | $ 294 |
Less: accumulated amortization | (154) | (141) |
Intangible assets, net | 221 | 153 |
Remainder of 2021 | 44 | |
2022 | 55 | |
2023 | 49 | |
2024 | 43 | |
2025 | 23 | |
Thereafter | 7 | |
Total future amortization expense | 221 | |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 308 | 226 |
Patents | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 62 | 65 |
Other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 5 | $ 3 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | Jan. 08, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 17 | $ 10 | |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life | 5 years | 5 years |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 1,350 | $ 1,292 | |
Less: Accumulated depreciation | (657) | (632) | |
Property and equipment, net | 693 | 660 | |
Depreciation | 71 | $ 51 | |
Computer equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 1,020 | 974 | |
Computer software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 74 | 72 | |
Leasehold and other improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 180 | 168 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 70 | 69 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 6 | $ 9 |
Derivative Contracts (Details)
Derivative Contracts (Details) - Foreign currency derivative contracts - Not Designated as Hedging Instruments - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Derivative, notional amount | $ 504 | $ 583 |
Level 2 | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | 2 | 8 |
Level 2 | Accrued expenses and other current liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | $ 2 | $ 10 |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligations - Revenues Recognized from Deferred Revenues (Details) - USD ($) $ in Billions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue recognized | $ 1.1 | $ 0.8 |
Deferred Revenue and Performa_3
Deferred Revenue and Performance Obligations - Transaction Price Allocated to the Remaining Performance Obligations (Details) $ in Billions | Mar. 31, 2021USD ($) |
Revenue from Contract with Customer [Abstract] | |
Remaining non-cancelable performance obligations | $ 8.8 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied (percent) | 50.00% |
Performance obligations period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Performance obligations expected to be satisfied (percent) | 50.00% |
Performance obligations period |
Long-Term Debt - Schedule of No
Long-Term Debt - Schedule of Notes Payable (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2017 |
2030 Notes | |||
Debt Instrument [Line Items] | |||
Principal | $ 1,500,000,000 | $ 1,500,000,000 | |
Less: debt issuance cost and debt discount, net of amortization | (17,000,000) | (18,000,000) | |
Net carrying amount | $ 1,483,000,000 | 1,482,000,000 | |
Effective interest rate | 1.53% | ||
2022 Notes | |||
Debt Instrument [Line Items] | |||
Principal | $ 135,000,000 | 169,000,000 | $ 782,500,000 |
Less: debt issuance cost and debt discount, net of amortization | (7,000,000) | (11,000,000) | |
Net carrying amount | $ 128,000,000 | $ 158,000,000 | |
Effective interest rate | 4.75% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Details) shares in Millions | Aug. 11, 2020USD ($)shares | Aug. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Mar. 31, 2021USD ($)daytrading_dayshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)shares | Jun. 30, 2017USD ($) |
Debt Instrument [Line Items] | |||||||
Estimated fair value of the note based on the closing trading price | $ 100 | $ 100 | |||||
Percentage of purchase price of notes which should be paid upon fundamental change (percent) | 100.00% | ||||||
Benefit from exercise of 2022 Note Hedge | $ 102,000,000 | $ 4,000,000 | |||||
Warrant exercise period | trading_day | 60 | ||||||
2022 Warrants | |||||||
Debt Instrument [Line Items] | |||||||
Number of shares to be issued upon exercise of the Warrants (in shares) | shares | 0.5 | 2.3 | |||||
Number of potential securities issued upon automatic exercise of the Warrants (in shares) | shares | 0.6 | ||||||
Stock Price Trigger Measurement | |||||||
Debt Instrument [Line Items] | |||||||
Trading days threshold | day | 20 | ||||||
Consecutive trading days threshold, total | day | 30 | ||||||
Threshold percentage of stock price trigger (percent) | 130.00% | ||||||
Notes Price Trigger Measurement | |||||||
Debt Instrument [Line Items] | |||||||
Trading days threshold | day | 5 | ||||||
Consecutive trading days threshold, total | day | 5 | ||||||
Threshold percentage of stock price trigger (percent) | 98.00% | ||||||
Conversion of notes base conversion price | $ 1,000 | ||||||
2030 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 1.40% | ||||||
Debt term | 10 years | ||||||
Face amount of debt | 1,500,000,000 | $ 1,500,000,000 | |||||
Percentage of principle issued | 0.9963 | ||||||
Payments of debt issuance costs | $ 13,000,000 | ||||||
2022 Notes | |||||||
Debt Instrument [Line Items] | |||||||
Stated interest rate | 0.00% | ||||||
Face amount of debt | 135,000,000 | $ 169,000,000 | $ 782,500,000 | ||||
Equity recorded at time of issuance | $ 160,000,000 | ||||||
Cash paid for settlement of debt | 34,000,000 | ||||||
Fair value adjustments | (102,000,000) | ||||||
Benefit from exercise of 2022 Note Hedge | $ 102,000,000 | ||||||
Repurchased face amount | $ 497,000,000 | ||||||
Net proceeds from unwind of 2022 Note Hedge | 1,100,000,000 | ||||||
Extinguishment of debt, amount, debt component | 493,000,000 | ||||||
Extinguishment of debt, amount, equity component | 1,100,000,000 | ||||||
Loss on extinguishment of 2022 Notes | 39,000,000 | ||||||
Unamortized debt discount and unamortized debt issuance costs | $ 43,000,000 | ||||||
Reduction of aggregate number of call options (in shares) | shares | 3.7 | ||||||
2022 Notes | Forecast | |||||||
Debt Instrument [Line Items] | |||||||
Cash paid for settlement of debt | $ 30,000,000 |
Long-Term Debt - Schedule of Fa
Long-Term Debt - Schedule of Fair Value (Details) - Level 2 - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 |
2022 Notes | ||
Debt Instrument [Line Items] | ||
Estimated fair values of notes | $ 479 | $ 687 |
2030 Notes | ||
Debt Instrument [Line Items] | ||
Estimated fair values of notes | $ 1,354 | $ 1,463 |
Long-Term Debt - Schedule of Co
Long-Term Debt - Schedule of Conversion (Details) - 2022 Notes shares in Millions | 2 Months Ended |
Jun. 30, 2017shares$ / shares | |
Debt Instrument [Line Items] | |
Initial Conversion Price per Share (in dollars per share) | $ / shares | $ 134.75 |
Initial Conversion Rate | 0.00742 |
Initial Number of Shares (in shares) | shares | 6 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Note Hedges (Details) - 2022 Note Hedge shares in Millions, $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)shares | |
Derivative [Line Items] | |
Purchase | $ | $ 128 |
Initial Shares (in shares) | 6 |
Shares as of March 31, 2021 (in shares) | 1 |
Long-Term Debt - Schedule of Wa
Long-Term Debt - Schedule of Warrants (Details) - 2022 Warrants $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Proceeds | $ | $ 54 |
Initial Shares (in shares) | 6 |
Strike Price (in dollars per share) | $ / shares | $ 203.40 |
Shares as of March 31, 2021 (in shares) | 1 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income | $ 3,037 | $ 2,834 | $ 2,266 | $ 2,128 |
Foreign currency translation adjustment | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income | 56 | 87 | ||
Net unrealized losses on investments, net of tax | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income | 0 | 7 | ||
Accumulated other comprehensive income | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income | $ 56 | $ 94 | $ (15) | $ 25 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Class of Stock [Line Items] | |||
Shares of common stock, authorized (in shares) | 600,000,000 | ||
Shares of common stock, issued and sold (in shares) | 197,400,000 | ||
Stock issued during period, shares, new issues (in shares) | 1,100,000 | 1,200,000 | |
2022 convertible senior notes | |||
Class of Stock [Line Items] | |||
Number of shares to be issued upon exercise of the Warrants (in shares) | 500,000 | 2,300,000 |
Stockholders' Equity - Outstand
Stockholders' Equity - Outstanding and Reserved Shares of Common Stock for Future Issuance (Detail) - shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Common stock outstanding and reserved shares of common stock for future issuance | ||
Options outstanding (in shares) | 454,000 | 522,000 |
Total shares of common stock reserved for future issuance (in shares) | 44,630,000 | |
2012 Equity Incentive Plan | ||
Common stock outstanding and reserved shares of common stock for future issuance | ||
Total shares of common stock reserved for future issuance (in shares) | 26,603,000 | |
2012 Employee Stock Purchase Plan | ||
Common stock outstanding and reserved shares of common stock for future issuance | ||
Total shares of common stock reserved for future issuance (in shares) | 9,526,000 | |
Options outstanding | ||
Common stock outstanding and reserved shares of common stock for future issuance | ||
Options outstanding (in shares) | 454,000 | |
RSUs | ||
Common stock outstanding and reserved shares of common stock for future issuance | ||
RSUs (in shares) | 8,047,000 | 7,362,000 |
Performance-based RSUs | ||
Common stock outstanding and reserved shares of common stock for future issuance | ||
Number of shares eligible to vest (percent) | 100.00% |
Equity Awards - Additional Info
Equity Awards - Additional Information (Detail) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021USD ($)incentive_planshares | Mar. 31, 2020USD ($) | Dec. 31, 2020shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of equity incentive plans | incentive_plan | 2 | ||
Fair value of stock options vested | $ 1 | ||
Total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options | $ 14 | ||
Options outstanding | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Remaining weighted-average period | 4 years | ||
Restricted stock units with service condition only | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares outstanding (in shares) | shares | 7,600,000 | ||
Restricted stock units with service and performance conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares outstanding (in shares) | shares | 400,000 | ||
Performance-based RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares eligible to vest (percent) | 100.00% | ||
Stock-based compensation expense, net of actual and estimated forfeitures | $ 24 | $ 14 | |
Performance-based RSUs | Vesting, tranche one | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting term | 2 years | ||
Performance-based RSUs | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares eligible to vest (percent) | 0.00% | ||
Performance-based RSUs | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares eligible to vest (percent) | 200.00% | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Remaining weighted-average period | 3 years | ||
Number of shares outstanding (in shares) | shares | 8,047,000 | 7,362,000 | |
Unrecognized compensation expense expected to be recognized | $ 2,200 | ||
2012 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock outstanding, increase, percentage | 5.00% | ||
2012 Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock outstanding, increase, percentage | 1.00% | ||
Common stock purchase price percentage | 85.00% | ||
Award offering period | 6 months | ||
2005 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted to new employees vest, percentage per annum | 25.00% | ||
Requisite service period to vest employment continuation period | 3 years | ||
Options granted, exercisable period | 10 years |
Equity Awards - Summary of Stoc
Equity Awards - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 522,000 |
Granted (in shares) | shares | 36,000 |
Exercised (in shares) | shares | (104,000) |
Outstanding, ending balance (in shares) | shares | 454,000 |
Vested and expected to vest (in shares) | shares | 429,000 |
Vested and exercisable (in shares) | shares | 298,000 |
Weighted- Average Exercise Price Per Share | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 107.14 |
Granted (in dollars per share) | $ / shares | 587.91 |
Exercised (in dollars per share) | $ / shares | 88.28 |
Outstanding, ending balance (in dollars per share) | $ / shares | 149.23 |
Vested and expected to vest (in dollars per share) | $ / shares | 137.40 |
Vested and exercisable (in dollars per share) | $ / shares | $ 50.86 |
Weighted-average remaining contractual term, outstanding | 5 years |
Weighted-average remaining contractual term, vested and expected to vest | 4 years 8 months 12 days |
Weighted-average remaining contractual term, vested and exercisable | 2 years 10 months 24 days |
Aggregate intrinsic value, exercised | $ | $ 47 |
Aggregate intrinsic value, vested and expected to vest | $ | 158 |
Aggregate intrinsic value, vested and exercisable | $ | $ 134 |
Equity Awards - Restricted Stoc
Equity Awards - Restricted Stock Unit Table (Details) - RSUs $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)$ / sharesshares | |
Number of Shares | |
Outstanding, beginning balance (in shares) | shares | 7,362,000 |
Granted (in shares) | shares | 2,004,000 |
Vested (in shares) | shares | (1,060,000) |
Forfeited (in shares) | shares | (259,000) |
Outstanding, ending balance (in shares) | shares | 8,047,000 |
Weighted-Average Grant-Date Fair Value Per Share | |
Outstanding, beginning balance (in dollar per share) | $ / shares | $ 274.23 |
Granted (in dollar per share) | $ / shares | 577.94 |
Vested (in dollar per share) | $ / shares | 226.59 |
Forfeited (in dollar per share) | $ / shares | 330.43 |
Outstanding, ending balance (in dollar per share) | $ / shares | $ 352.48 |
Aggregate Intrinsic Value | |
Aggregate intrinsic value, vested | $ | $ 620 |
Net Income Per Share - Schedule
Net Income Per Share - Schedule of Basic and Diluted Net Income Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net income | $ 82,440 | $ 48,231 |
Denominator: | ||
Weighted-average shares outstanding - basic (in shares) | 196,624 | 190,163 |
Weighted-average shares outstanding - diluted (in shares) | 202,268 | 199,938 |
Net income (loss) per share - basic (in dollars per share) | $ 0.42 | $ 0.25 |
Net income (loss) per share - diluted (in dollars per share) | $ 0.41 | $ 0.24 |
Common stock options | ||
Denominator: | ||
Potentially dilutive securities (in shares) | 351 | 756 |
RSUs | ||
Denominator: | ||
Potentially dilutive securities (in shares) | 3,671 | 3,751 |
2022 Warrants | Warrants | ||
Denominator: | ||
Potentially dilutive securities (in shares) | 618 | 2,029 |
Partial settlement of 2022 Warrants (in shares) | 206 | 0 |
2022 Notes | Convertible senior notes | ||
Denominator: | ||
Potentially dilutive securities (in shares) | 748 | 3,229 |
Potentially dilutive securities (in shares) | 50 | 10 |
Net Income Per Share - Schedu_2
Net Income Per Share - Schedule of Potentially Dilutive Securities (Detail) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 1,928 | 2,833 |
Common stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 36 | 161 |
RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 1,748 | 2,494 |
ESPP obligations | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities (in shares) | 144 | 178 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision | $ 17 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jun. 30, 2017 | |
Debt Instrument [Line Items] | ||||
Letters of credit | $ 18,000,000 | |||
Operating lease costs | 22,000,000 | $ 19,000,000 | ||
Operating lease liabilities, payments | 18,000,000 | |||
Right-of-use assets obtained in exchange for operating lease liabilities | $ 21,000,000 | |||
Weighted-average lease remaining lease term | 8 years | |||
Weighted-average discount rate | 3.40% | |||
Undiscounted cash flows | $ 340,000,000 | |||
Unrecognized tax benefits | 23,000,000 | |||
2022 Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | 135,000,000 | $ 169,000,000 | $ 782,500,000 | |
2030 Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 1,500,000,000 | $ 1,500,000,000 | ||
Minimum | ||||
Debt Instrument [Line Items] | ||||
Operating lease term | 4 years | |||
Maximum | ||||
Debt Instrument [Line Items] | ||||
Operating lease term | 14 years |
Commitments and Contingencies_2
Commitments and Contingencies - Maturity of Operating Lease Liabilities (Details) $ in Millions | Mar. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2021 | $ 70 |
2022 | 91 |
2023 | 86 |
2024 | 67 |
2025 | 57 |
Thereafter | 221 |
Total operating lease payments | 592 |
Less: imputed interest | (95) |
Present value of operating lease liabilities | $ 497 |
Information about Geographic _3
Information about Geographic Areas and Products - Geographic Disclosures (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenues by geography | |||
Total revenues | $ 1,360 | $ 1,046 | |
Property and equipment by geography | |||
Property and equipment, net | $ 693 | $ 660 | |
Percentage of U.S. revenues in North America | 94.00% | 94.00% | |
Percentage of U.S. net property and equipment in North America | 78.00% | ||
North America | |||
Revenues by geography | |||
Total revenues | $ 883 | $ 702 | |
Property and equipment by geography | |||
Property and equipment, net | 420 | 395 | |
EMEA | |||
Revenues by geography | |||
Total revenues | 343 | 251 | |
Property and equipment by geography | |||
Property and equipment, net | 179 | 172 | |
Asia Pacific and other | |||
Revenues by geography | |||
Total revenues | 134 | $ 93 | |
Property and equipment by geography | |||
Property and equipment, net | $ 94 | $ 93 |
Information about Geographic _4
Information about Geographic Areas and Products - Subscription Revenues (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Subscription revenues | $ 1,360 | $ 1,046 |
Digital workflow products | ||
Segment Reporting Information [Line Items] | ||
Subscription revenues | 1,131 | 868 |
ITOM products | ||
Segment Reporting Information [Line Items] | ||
Subscription revenues | 162 | 127 |
Total subscription revenues | ||
Segment Reporting Information [Line Items] | ||
Subscription revenues | $ 1,293 | $ 995 |
Uncategorized Items - now-20210
Label | Element | Value |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | $ 6,000,000 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | $ 4,000,000 |