Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 29, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36164 | |
Entity Registrant Name | Twitter, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-8913779 | |
Entity Address, Address Line One | 1355 Market Street | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94103 | |
City Area Code | 415 | |
Local Phone Number | 222-9670 | |
Title of 12(b) Security | Common Stock, par value $0.000005 per share | |
Trading Symbol | TWTR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 795,349,591 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001418091 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 2,201,073 | $ 1,799,082 |
Short-term investments | 5,479,974 | 4,839,970 |
Accounts receivable, net of allowance for doubtful accounts of $16,327 and $2,401 | 747,548 | 850,184 |
Prepaid expenses and other current assets | 160,984 | 130,839 |
Total current assets | 8,589,579 | 7,620,075 |
Property and equipment, net | 1,392,720 | 1,031,781 |
Operating lease right-of-use assets | 828,213 | 697,095 |
Intangible assets, net | 58,923 | 55,106 |
Goodwill | 1,289,147 | 1,256,699 |
Deferred tax assets, net | 792,362 | 1,908,086 |
Other assets | 137,848 | 134,547 |
Total assets | 13,088,792 | 12,703,389 |
Current liabilities: | ||
Accounts payable | 241,102 | 161,148 |
Accrued and other current liabilities | 623,885 | 500,893 |
Convertible notes, short-term | 905,532 | 0 |
Operating lease liabilities, short-term | 161,508 | 146,959 |
Finance lease liabilities, short-term | 3,076 | 23,476 |
Total current liabilities | 1,935,103 | 832,476 |
Convertible notes, long-term | 1,858,685 | 1,816,833 |
Senior notes, long-term | 692,742 | 691,967 |
Operating lease liabilities, long-term | 727,011 | 609,245 |
Deferred and other long-term tax liabilities, net | 28,845 | 24,170 |
Other long-term liabilities | 34,318 | 24,312 |
Total liabilities | 5,276,704 | 3,999,003 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Preferred stock, $0.000005 par value-- 200,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.000005 par value-- 5,000,000 shares authorized; 794,447 and 779,619 shares issued and outstanding | 4 | 4 |
Additional paid-in capital | 9,249,956 | 8,763,330 |
Accumulated other comprehensive loss | (90,087) | (70,534) |
Retained earnings (accumulated deficit) | (1,347,785) | 11,586 |
Total stockholders' equity | 7,812,088 | 8,704,386 |
Total liabilities and stockholders' equity | $ 13,088,792 | $ 12,703,389 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 16,327 | $ 2,401 |
Preferred stock, par value (USD per share) | $ 0.000005 | $ 0.000005 |
Preferred stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.000005 | $ 0.000005 |
Common stock, shares authorized (USD per share) | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued (shares) | 794,447,000 | 779,619,000 |
Common stock, shares outstanding (shares) | 794,447,000 | 779,619,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 936,233 | $ 823,717 | $ 2,427,308 | $ 2,451,988 |
Costs and expenses | ||||
Cost of revenue | 361,388 | 281,057 | 933,464 | 823,033 |
Research and development | 208,877 | 178,553 | 625,071 | 484,041 |
Sales and marketing | 215,285 | 226,204 | 643,858 | 672,252 |
General and administrative | 94,576 | 93,758 | 450,181 | 259,173 |
Total costs and expenses | 880,126 | 779,572 | 2,652,574 | 2,238,499 |
Income (loss) from operations | 56,107 | 44,145 | (225,266) | 213,489 |
Interest expense | (39,614) | (36,226) | (112,712) | (111,803) |
Interest income | 17,167 | 40,348 | 75,077 | 123,776 |
Other income (expense), net | (3,977) | (504) | (12,057) | 6,583 |
Income (loss) before income taxes | 29,683 | 47,763 | (274,958) | 232,045 |
Provision (benefit) for income taxes | 1,024 | 11,241 | 1,082,784 | (1,114,841) |
Net income (loss) | $ 28,659 | $ 36,522 | $ (1,357,742) | $ 1,346,886 |
Net income per share attributable to common stockholders: | ||||
Basic (USD per share) | $ 0.04 | $ 0.05 | $ (1.73) | $ 1.75 |
Diluted (USD per share) | $ 0.04 | $ 0.05 | $ (1.73) | $ 1.72 |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: | ||||
Basic (shares) | 790,827 | 772,789 | 785,788 | 768,719 |
Diluted (shares) | 806,383 | 790,523 | 785,788 | 784,443 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 28,659 | $ 36,522 | $ (1,357,742) | $ 1,346,886 |
Other comprehensive income (loss), net of tax: | ||||
Change in unrealized gain (loss) on investments in available-for-sale equity securities | (2,154) | 1,331 | 20,037 | 19,285 |
Change in foreign currency translation adjustment | 5,067 | (70,296) | (39,590) | (69,883) |
Net change in accumulated other comprehensive income (loss) | 2,913 | (68,965) | (19,553) | (50,598) |
Comprehensive income (loss) | $ 31,572 | $ (32,443) | $ (1,377,295) | $ 1,296,288 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Additional paid-in capital | Accumulated other comprehensive loss | Retained earnings (Accumulated deficit) | Retained earnings (Accumulated deficit)Revision of prior period, change in accounting principle, adjustment |
Balance, beginning of period (shares) at Dec. 31, 2018 | 764,257 | |||||
Balance, beginning of period at Dec. 31, 2018 | $ 4 | $ 8,324,974 | $ (65,311) | $ (1,454,073) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in connection with RSU vesting (shares) | 10,396 | |||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation (shares) | 306 | |||||
Exercise of stock options (shares) | 347 | |||||
Issuance of common stock upon purchases under employee stock purchase plan (shares) | 900 | 901 | ||||
Shares withheld related to net share settlement of equity awards (shares) | (487) | |||||
Other activities (shares) | (2) | |||||
Exercise of stock options | 754 | |||||
Issuance of common stock upon purchases under employee stock purchase plan | 25,209 | |||||
Shares withheld related to net share settlement of equity awards | (16,695) | |||||
Stock-based compensation | 304,492 | |||||
Other comprehensive income (loss) | $ (50,598) | (50,598) | ||||
Net income (loss) | $ 1,346,886 | 1,346,886 | ||||
Balance, end of period (shares) at Sep. 30, 2019 | 775,718 | 775,718 | ||||
Balance, end of period at Sep. 30, 2019 | $ 8,415,642 | $ 4 | 8,638,734 | (115,909) | (107,187) | |
Balance, beginning of period (shares) at Jun. 30, 2019 | 772,393 | |||||
Balance, beginning of period at Jun. 30, 2019 | $ 4 | 8,535,463 | (46,944) | (143,709) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in connection with RSU vesting (shares) | 3,264 | |||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation (shares) | 0 | |||||
Exercise of stock options (shares) | 152 | |||||
Issuance of common stock upon purchases under employee stock purchase plan (shares) | 0 | |||||
Shares withheld related to net share settlement of equity awards (shares) | (91) | |||||
Other activities (shares) | 0 | |||||
Exercise of stock options | 245 | |||||
Issuance of common stock upon purchases under employee stock purchase plan | 0 | |||||
Shares withheld related to net share settlement of equity awards | (3,757) | |||||
Stock-based compensation | 106,783 | |||||
Other comprehensive income (loss) | (68,965) | (68,965) | ||||
Net income (loss) | $ 36,522 | 36,522 | ||||
Balance, end of period (shares) at Sep. 30, 2019 | 775,718 | 775,718 | ||||
Balance, end of period at Sep. 30, 2019 | $ 8,415,642 | $ 4 | 8,638,734 | (115,909) | (107,187) | |
Balance, beginning of period (shares) at Dec. 31, 2019 | 779,619 | |||||
Balance, beginning of period at Dec. 31, 2019 | $ 8,704,386 | $ 4 | 8,763,330 | (70,534) | 11,586 | $ (1,629) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in connection with RSU vesting (shares) | 12,256 | |||||
Issuance of restricted stock in connection with acquisitions | 33 | |||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation (shares) | 1,381 | |||||
Exercise of stock options (shares) | 301 | |||||
Issuance of common stock upon purchases under employee stock purchase plan (shares) | 1,400 | 1,395 | ||||
Shares withheld related to net share settlement of equity awards (shares) | (538) | |||||
Issuance of restricted stock in connection with acquisitions | 1,312 | |||||
Exercise of stock options | 454 | |||||
Issuance of common stock upon purchases under employee stock purchase plan | 34,395 | |||||
Shares withheld related to net share settlement of equity awards | (18,344) | |||||
Stock-based compensation | 376,600 | |||||
Equity component of the convertible note issuance, net | 92,209 | |||||
Other comprehensive income (loss) | $ (19,553) | (19,553) | ||||
Net income (loss) | $ (1,357,742) | (1,357,742) | ||||
Balance, end of period (shares) at Sep. 30, 2020 | 794,447 | 794,447 | ||||
Balance, end of period at Sep. 30, 2020 | $ 7,812,088 | $ 4 | 9,249,956 | (90,087) | (1,347,785) | |
Balance, beginning of period (shares) at Jun. 30, 2020 | 790,426 | |||||
Balance, beginning of period at Jun. 30, 2020 | $ 4 | 9,127,495 | (93,000) | (1,376,444) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock in connection with RSU vesting (shares) | 4,085 | |||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation (shares) | 0 | |||||
Exercise of stock options (shares) | 37 | |||||
Issuance of common stock upon purchases under employee stock purchase plan (shares) | 0 | |||||
Shares withheld related to net share settlement of equity awards (shares) | (101) | |||||
Exercise of stock options | 31 | |||||
Issuance of common stock upon purchases under employee stock purchase plan | 0 | |||||
Shares withheld related to net share settlement of equity awards | (3,726) | |||||
Stock-based compensation | 126,156 | |||||
Other comprehensive income (loss) | 2,913 | 2,913 | ||||
Net income (loss) | $ 28,659 | 28,659 | ||||
Balance, end of period (shares) at Sep. 30, 2020 | 794,447 | 794,447 | ||||
Balance, end of period at Sep. 30, 2020 | $ 7,812,088 | $ 4 | $ 9,249,956 | $ (90,087) | $ (1,347,785) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities | ||
Net income (loss) | $ (1,357,742) | $ 1,346,886 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization expense | 366,469 | 349,076 |
Stock-based compensation expense | 346,748 | 276,729 |
Amortization of discount on convertible notes | 74,733 | 93,251 |
Bad debt expense | 16,861 | 2,661 |
Deferred income taxes | (32,382) | 68,587 |
Deferred tax assets establishment related to intra-entity transfers of intangible assets | 0 | (1,206,880) |
Deferred tax assets valuation allowance establishment | 1,101,374 | 0 |
Impairment of investments in privately-held companies | 8,842 | 1,550 |
Other adjustments | (7,756) | (16,502) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | ||
Accounts receivable | 97,812 | 93,932 |
Prepaid expenses and other assets | (24,765) | (21,216) |
Operating lease right-of-use assets | 121,712 | 104,862 |
Accounts payable | (5,722) | (12,599) |
Accrued and other liabilities | 76,497 | 40,378 |
Operating lease liabilities | (120,111) | (94,530) |
Net cash provided by operating activities | 662,570 | 1,026,185 |
Cash flows from investing activities | ||
Purchases of property and equipment | (577,829) | (389,073) |
Proceeds from sales of property and equipment | 5,815 | 4,290 |
Purchases of marketable securities | (5,103,983) | (3,940,682) |
Proceeds from maturities of marketable securities | 3,566,895 | 4,151,862 |
Proceeds from sales of marketable securities | 925,387 | 173,325 |
Purchases of investments in privately-held companies | (3,839) | (51,163) |
Business combinations, net of cash acquired | (34,285) | (20,302) |
Other investing activities | (11,050) | 2,281 |
Net cash used in investing activities | (1,232,889) | (69,462) |
Cash flows from financing activities | ||
Proceeds from issuance of convertible notes | 1,000,000 | 0 |
Debt issuance costs | (14,662) | 0 |
Repayment of convertible notes | 0 | (935,000) |
Taxes paid related to net share settlement of equity awards | (18,344) | (16,695) |
Payments of finance lease obligations | (20,573) | (53,627) |
Proceeds from exercise of stock options | 454 | 753 |
Proceeds from issuances of common stock under employee stock purchase plan | 34,395 | 25,209 |
Net cash provided by (used in) financing activities | 981,270 | (979,360) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 410,951 | (22,637) |
Foreign exchange effect on cash, cash equivalents and restricted cash | (14,854) | (1,790) |
Cash, cash equivalents and restricted cash at beginning of period | 1,827,666 | 1,921,875 |
Cash, cash equivalents and restricted cash at end of period | 2,223,763 | 1,897,448 |
Supplemental disclosures of non-cash investing and financing activities | ||
Common stock issued in connection with acquisitions | 1,312 | 0 |
Changes in accrued property and equipment purchases | 103,649 | 26,679 |
Reconciliation of cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows | ||
Cash and cash equivalents | 2,201,073 | 1,869,444 |
Total cash, cash equivalents and restricted cash | $ 2,223,763 | $ 1,897,448 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Description of Business and Summary of Significant Accounting Policies Twitter, Inc. (“Twitter” or the “Company”) was incorporated in Delaware in April 2007 and is headquartered in San Francisco, California. Twitter offers products and services for people, organizations, advertisers, developers and platform and data partners. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period. The accompanying interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. COVID-19 Impacts The COVID-19 pandemic has caused, and continues to cause, widespread economic disruption and has impacted the Company in a number of ways, most notably a significant decrease in global advertising spend in the month of March and the second quarter of 2020, followed by a recovery in the third quarter of 2020. The Company expects the extent of the impact on its financial and operational results will continue to depend on the duration and severity of the economic disruption caused by the COVID-19 pandemic. As of September 30, 2020, the Company had $7.68 billion of cash, cash equivalents and short-term investments in marketable securities. If required, the Company may take certain liquidity mitigation actions in the future; however, it does not believe such actions are necessary based on its current forecasts. The Company believes that the existing cash, cash equivalents and short-term investments balances, together with cash generated by operations will be sufficient to meet its working capital and capital expenditure requirements in the foreseeable future based on its current expectations of the impact of the COVID-19 pandemic. The Company considered the impacts of the COVID-19 pandemic on its significant estimates and judgments used in applying its accounting policies in the three and nine months ended September 30, 2020. In light of the pandemic, there is a greater degree of uncertainty in applying these judgments and depending on the duration and severity of the pandemic, changes to its estimates and judgments could result in a meaningful impact to its financial statements in future periods. Some of the more reasonably possible and significant items subject to a greater degree of uncertainty during this time include estimates of the valuation allowance against deferred tax assets, the carrying value of investments in privately-held companies, revenue collectibility, and credit losses related to accounts receivable, unbilled revenue, and investments in debt securities. Recent Accounting Pronouncements Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board (FASB) issued a new accounting standard update on the measurement of credit losses on financial instruments. The new guidance requires financial assets measured at amortized cost to be presented at the net amount expected to be collected and available-for-sale debt securities to record credit losses through an allowance for credit losses. The Company adopted this new accounting standard on January 1, 2020 using a modified retrospective method. In connection with the adoption of this guidance, the Company recorded a cumulative-effect adjustment of $1.6 million to opening retained earnings as of January 1, 2020, related to additional allowance for credit losses on doubtful accounts and unbilled revenue. In August 2018, the FASB issued a new accounting standard update which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The update eliminates the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and introduces a requirement to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The Company adopted this new accounting standard on January 1, 2020, using the prospective method, and the adoption did not have a material impact on the Company’s financial statements and related disclosures. In August 2018, the FASB issued a new accounting standard update requiring a customer in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The Company adopted the new accounting standard update on January 1, 2020, using the prospective method, and the adoption did not have a material impact on the Company’s financial statements and related disclosures. In December 2019, the FASB issued a new accounting standard update to simplify the accounting for income taxes. The new guidance removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The Company adopted this guidance on January 1, 2020, using the modified retrospective method, and the adoption did not have a material impact on the Company's financial statements and related disclosures. Recently issued accounting pronouncements not yet adopted In August 2020, the FASB issued a new accounting standard update to simplify the accounting for convertible debt and other equity-linked instruments. The new guidance simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature models used to separately account for embedded conversion features as a component of equity. Instead, the entity will account for the convertible debt or convertible preferred stock securities as a single unit of account, unless the conversion feature requires bifurcation and recognition as derivatives. Additionally, the guidance requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, using a modified or full retrospective transition method. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company is evaluating the impact of adopting this new accounting standard update on its financial statements and related disclosures. With the exception of the standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2020, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, that are of significance or potential significance to the Company. Significant Accounting Policies There have been no material changes to the Company's significant accounting policies from its Annual Report on Form 10-K for the fiscal year ended December 31, 2019, except for the policies noted below, which changed as a result of the adoption of the new standard on the measurement of credit losses on financial instruments. Accounts Receivable, Net The Company records accounts receivable at the invoiced amount. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivable amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, the customer’s current financial condition, and considers macro-economic factors such as gross domestic product (GDP) growth rates to estimate expected future credit losses. In the three and nine months ended September 30, 2020, the Company recorded a $0.9 million reduction and a $15.4 million increment in the allowance for doubtful accounts, respectively, including estimated future losses in consideration of the impact of the COVID-19 pandemic on the economy and the Company. The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic to determine future expected losses on its accounts receivable. Actual future bad debt could differ materially from this estimate and additional bad debt could be incurred as the duration and severity of the impact of the COVID-19 pandemic remains uncertain. Unbilled Revenue (Contract Assets) The Company evaluates whether its unbilled revenue is exposed to potential credit losses by considering factors such as the creditworthiness of its customers, the term over which unbilled revenue will be recognized, historical impairment of unbilled revenue, and contemplation of projected macroeconomic factors such as GDP growth rates. As of September 30, 2020, the Company recorded an immaterial amount of allowance for credit losses on unbilled revenue in consideration of the impact of the COVID-19 pandemic on the economy and the Company. The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic to determine future expected credit losses on its unbilled revenue. Actual results could differ materially from the Company’s estimates given the uncertainty arising from the COVID-19 pandemic. Cash, Cash Equivalents and Short-term Investments The Company determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable securities as available-for-sale. After considering the Company’s capital preservation objectives, as well as its liquidity requirements, the Company may sell securities prior to their stated maturities. The Company carries its available-for-sale securities at fair value. The Company reports the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for unrealized losses determined to be credit-related which are recorded as other income (expense), net in the consolidated statements of operations and reports an allowance for credit losses in short-term investments on the balance sheet, if any. The Company's investment policy only allows purchases of investment-grade notes and provides guidelines on concentrations to ensure minimum risk of loss. The Company evaluates whether the unrealized loss on available-for-sale debt securities is the result of the credit worthiness of the corporate notes it held, or other non-credit-related factors such as liquidity by reviewing a number of factors such as the implied yield of the corporate note based on the market price, the nature of the invested entity's business or industry, market capitalization relative to debt, changes in credit ratings, and the market prices of the corporate notes subsequent to period end. As of September 30, 2020, the gross unrealized loss on available-for-sale debt securities was immaterial and there were no expected credit losses related to the Company's available-for-sale debt securities. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost bases. As of September 30, 2020, no allowance for credit losses in short-term investments was recorded. However, given the uncertainty surrounding the severity and duration of the COVID-19 pandemic, the Company could incur future unrealized losses on available-for-sale debt securities that are credit-related, which will be recorded in other income (expense), net in the consolidated statements of operations. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Recognition Revenue is recognized when the control of promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company identifies its contracts with customers and all performance obligations within those contracts. The Company then determines the transaction price and allocates the transaction price to the performance obligations within the Company's contracts with customers, recognizing revenue when, or as the Company satisfies its performance obligations. While the majority of the Company's revenue transactions are based on standard business terms and conditions, the Company also enters into sales agreements with advertisers and data partners that sometimes involve multiple performance obligations and occasionally include non-standard terms or conditions. Revenue by geography is based on the billing address of the customers. The following tables set forth revenue by services and revenue by geographic area (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue by services: Advertising services $ 808,449 $ 702,257 $ 2,052,635 $ 2,108,846 Data licensing and other 127,784 121,460 374,673 343,142 Total revenue $ 936,233 $ 823,717 $ 2,427,308 $ 2,451,988 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue by geographic area: United States $ 512,637 $ 465,409 $ 1,345,948 $ 1,352,966 Japan 132,392 128,797 371,763 397,539 Rest of World 291,204 229,511 709,597 701,483 Total revenue $ 936,233 $ 823,717 $ 2,427,308 $ 2,451,988 Contract Balances The Company enters into contracts with its customers, which may give rise to contract liabilities (deferred revenue) and contract assets (unbilled revenue). The payment terms and conditions within the Company’s contracts vary by the type and location of its customer and products or services purchased, the substantial majority of which are due in less than one year. When the timing of revenue recognition differs from the timing of payments made by customers, the Company recognizes either unbilled revenue (its performance precedes the billing date) or deferred revenue (customer payment is received in advance of performance). Unbilled Revenue (Contract Assets) The Company presents unbilled revenue in the consolidated balance sheets within prepaid expenses and other current assets and within other assets. The Company’s contracts do not contain material financing components. The Company's unbilled revenue primarily consists of amounts that have yet to be billed under contracts with escalating fee structures. Specifically, because the Company generally recognizes revenue on a straight-line basis for data licensing arrangements with escalating fee structures, revenue recognized represents amounts to which the Company is contractually entitled; however, the revenue recognized exceeds the amounts the Company has a right to bill as of the period end, thus resulting in unbilled revenue. Deferred Revenue (Contract Liabilities) The Company presents deferred revenue primarily within accrued and other current liabilities in the consolidated balance sheets and there is not expected to be any material non-current contract liabilities given the Company's contracting provisions. The Company's deferred revenue balance primarily consists of cash payments due in advance of satisfying its performance obligations relating to data licensing contracts and performance obligations given to customers based on their spend relating to advertising contracts, for which the Company defers, as they represent material rights. The Company recognizes deferred revenue relating to its data licensing contracts on a straight-line basis over the period in which the Company provides data. The Company recognizes deferred revenue relating to its advertising contracts based on the amount of customer spend and the relative standalone selling price of the material rights. The following table presents contract balances (in thousands): September 30, December 31, Unbilled revenue $ 37,241 $ 27,691 Deferred revenue $ 58,408 $ 69,000 The amount of revenue recognized in the three months ended September 30, 2020 that was included in the deferred revenue balance as of June 30, 2020 was $35.3 million. The amount of revenue recognized in the nine months ended September 30, 2020 that was included in the deferred revenue balance as of December 31, 2019 was $69.0 million. This revenue consists primarily of revenue recognized as a result of the utilization of bonus ads inventory earned by and material rights provided to customers in prior periods and the satisfaction of the Company’s performance obligations relating to data licensing contracts with advance cash payments or material rights. The amount of revenue recognized from obligations satisfied (or partially satisfied) in prior periods was not material. The increase in the unbilled revenue balance from December 31, 2019 to September 30, 2020 was primarily attributable to differences between revenue recognized and amounts billed in the Company's data licensing arrangements with escalating fee structures due to recognizing such fees as revenue on a straight-line basis. The decrease in the deferred revenue balance from December 31, 2019 to September 30, 2020 was primarily due to utilization of bonus and make good ads inventory earned in prior periods and the satisfaction of the Company's performance obligations relating to data licensing contracts with advance cash payments or material rights, offset by bonus ads inventory offered to customers during the period. Remaining Performance Obligations As of September 30, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations in contracts with an original expected duration exceeding one year is $836.5 million. This total amount primarily consists of long-term data licensing contracts and excludes deferred revenue related to the Company’s short-term advertising service arrangements. The Company expects to recognize this amount as revenue over the following time periods (in thousands): Remaining Performance Obligations Remainder of 2020 2021 2022 and Thereafter Revenue expected to be recognized on remaining performance obligations $ 836,537 $ 79,300 $ 295,179 $ 462,058 |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-term Investments | 9 Months Ended |
Sep. 30, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Short-term Investments | Cash, Cash Equivalents and Short-term Investments Cash, cash equivalents and short-term investments consist of the following (in thousands): September 30, December 31, Cash and cash equivalents: Cash $ 234,497 $ 254,405 Money market funds 1,620,552 465,158 Corporate notes, commercial paper and certificates of deposit 346,024 1,079,519 Total cash and cash equivalents $ 2,201,073 $ 1,799,082 Short-term investments: U.S. government and agency securities $ 956,442 $ 660,860 Corporate notes, commercial paper and certificates of deposit 4,522,498 4,179,110 Marketable equity securities 1,034 — Total short-term investments $ 5,479,974 $ 4,839,970 The contractual maturities of debt securities classified as available-for-sale as of September 30, 2020 were as follows (in thousands): September 30, Due within one year $ 2,753,187 Due after one year through five years 2,725,753 Total $ 5,478,940 The following tables summarize unrealized gains and losses related to available-for-sale debt securities classified as short-term investments on the Company’s consolidated balance sheets (in thousands): September 30, 2020 Gross Gross Gross Aggregated U.S. government and agency securities $ 954,625 $ 1,817 $ — $ 956,442 Corporate notes, commercial paper and certificates of deposit 4,491,038 31,957 (497) 4,522,498 Total available-for-sale debt securities classified as short-term investments $ 5,445,663 $ 33,774 $ (497) $ 5,478,940 December 31, 2019 Gross Gross Gross Aggregated U.S. government and agency securities $ 660,361 $ 1,049 $ (550) $ 660,860 Corporate notes, commercial paper and certificates of deposit 4,166,203 13,133 (226) 4,179,110 Total available-for-sale debt securities classified as short-term investments $ 4,826,564 $ 14,182 $ (776) $ 4,839,970 The gross unrealized loss on available-for-sale debt securities in a continuous loss position for 12 months or longer was not material as of September 30, 2020 and December 31, 2019. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures its cash equivalents, short-term investments and derivative financial instruments at fair value. The Company classifies its cash equivalents, short-term investments and derivative financial instruments within Level 1 or Level 2 because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The fair value of the Company’s Level 1 financial assets is based on quoted market prices of the identical underlying security. The fair value of the Company’s Level 2 financial assets is based on inputs that are directly or indirectly observable in the market, including the readily-available pricing sources for the identical underlying security that may not be actively traded. The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 based on the three-tier fair value hierarchy (in thousands): September 30, 2020 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 1,620,552 $ — $ 1,620,552 Corporate notes — 9,085 9,085 Commercial paper — 324,634 324,634 Certificates of deposit — 12,305 12,305 Short-term investments: U.S. government and agency securities — 956,442 956,442 Corporate notes — 2,928,802 2,928,802 Commercial paper — 1,099,352 1,099,352 Certificates of deposit — 494,344 494,344 Marketable equity securities 1,034 — 1,034 Other current assets: Foreign currency contracts — 404 404 Total $ 1,621,586 $ 5,825,368 $ 7,446,954 Liabilities Other current liabilities: Foreign currency contracts $ — $ 6,889 $ 6,889 Total $ — $ 6,889 $ 6,889 December 31, 2019 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 465,158 $ — $ 465,158 Corporate notes — 8,246 8,246 Commercial paper — 1,031,825 1,031,825 Certificates of deposit — 39,448 39,448 Short-term investments: U.S. government and agency securities — 660,860 660,860 Corporate notes — 2,468,429 2,468,429 Commercial paper — 1,236,487 1,236,487 Certificates of deposit — 474,194 474,194 Other current assets: Foreign currency contracts — 3,756 3,756 Total $ 465,158 $ 5,923,245 $ 6,388,403 Liabilities Other current liabilities: Foreign currency contracts $ — $ 1,573 $ 1,573 Total $ — $ 1,573 $ 1,573 The Company has $954.0 million in aggregate principal amount of 1.00% convertible senior notes due in 2021, or the 2021 Notes, $1.15 billion in aggregate principal amount of 0.25% convertible senior notes due in 2024, or the 2024 Notes, $1.0 billion in aggregate principal amount of 0.375% convertible senior notes due in 2025, or the 2025 Notes, and, taken together with the 2021 Notes and the 2024 Notes, the Convertible Notes. The Company also has $700.0 million in aggregate principal amount of 3.875% senior notes due in 2027, or the 2027 Notes, and, together with the Convertible Notes, the Notes, outstanding as of September 30, 2020. Refer to Note 10 – Senior Notes and Convertible Notes for further details on the Notes. The estimated fair value of the 2021 Notes, the 2024 Notes, and the 2027 Notes, based on a market approach as of September 30, 2020 was approximately $949.0 million, $1.26 billion, and $728.0 million, respectively, which represents a Level 2 valuation. The estimated fair value was determined based on the estimated or actual bids and offers of the Notes in an over-the-counter market on the last business day of the period. The estimated fair value of the 2025 Notes, based on a binomial model, as of September 30, 2020 was approximately $1.28 billion, which represents a Level 3 valuation. The Level 3 inputs used include risk free rate, volatility and discount yield. Derivative Financial Instruments The Company enters into foreign currency forward contracts with financial institutions to reduce the risk that its earnings may be adversely affected by the impact of exchange rate fluctuations on monetary assets or liabilities denominated in currencies other than the functional currency of a subsidiary. These contracts do not subject the Company to material balance sheet risk due to exchange rate movements because gains and losses on these derivatives are intended to offset gains and losses on the hedged foreign currency denominated assets and liabilities. These foreign currency forward contracts are not designated as hedging instruments. The Company recognizes these derivative instruments as either assets or liabilities in the consolidated balance sheets at fair value based on a Level 2 valuation. The Company records changes in the fair value (i.e., gains or losses) of the derivatives in other income (expense), net in the consolidated statements of operations. The notional principal of foreign currency contracts outstanding was equivalent to $470.5 million and $456.1 million as of September 30, 2020 and December 31, 2019, respectively. The fair values of outstanding derivative instruments for the periods presented on a gross basis are as follows (in thousands): Balance Sheet Location September 30, December 31, Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 404 $ 3,756 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities $ 6,889 $ 1,573 The Company recognized $7.1 million and $18.3 million of net losses on its foreign currency contracts in the three and nine months ended September 30, 2020, respectively. The Company recognized $9.6 million and $14.5 million of net losses on its foreign currency contracts in the three and nine months ended September 30, 2019, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net The following tables set forth property and equipment, net by type and by geographic area for the periods presented (in thousands): September 30, December 31, Property and equipment, net Equipment $ 1,683,628 $ 1,445,003 Furniture and leasehold improvements 362,599 347,983 Capitalized software 769,879 688,894 Construction in progress 383,296 100,551 Total 3,199,402 2,582,431 Less: Accumulated depreciation and amortization (1,806,682) (1,550,650) Property and equipment, net $ 1,392,720 $ 1,031,781 September 30, December 31, Property and equipment, net: United States $ 1,359,952 $ 999,552 International 32,768 32,229 Total property and equipment, net $ 1,392,720 $ 1,031,781 |
Operating and Finance Leases
Operating and Finance Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Operating and Finance Leases | Operating and Finance Leases The Company has operating leases primarily for office space and data center facilities. The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. The Company’s server and networking equipment leases typically are accounted for as finance leases. Operating lease right-of-use assets obtained in exchange for operating lease obligations were $253.9 million and $34.0 million in the nine months ended September 30, 2020 and 2019, respectively. Future lease payments under leases and sublease income as of September 30, 2020 were as follows (in thousands): Operating Finance Total Sublease Year Ending December 31, Remainder of 2020 $ 37,771 $ 2,528 $ 40,299 $ (2,715) 2021 220,364 569 220,933 (8,920) 2022 218,230 — 218,230 (1,325) 2023 143,583 — 143,583 — 2024 143,242 — 143,242 — Thereafter 630,098 — 630,098 — Total future lease payments (receipts) 1,393,288 3,097 1,396,385 $ (12,960) Less: leases not yet commenced (367,190) — (367,190) Less: imputed interest (137,579) (21) (137,600) Total lease liabilities $ 888,519 $ 3,076 $ 891,595 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, short-term $ 161,508 $ — $ 161,508 Operating lease liabilities, long-term 727,011 — 727,011 Finance lease liabilities, short-term — 3,076 3,076 Total lease liabilities $ 888,519 $ 3,076 $ 891,595 There were no other material changes in the Company's operating and finance leases in the three and nine months ended September 30, 2020, as compared to the disclosure in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019. |
Operating and Finance Leases | Operating and Finance Leases The Company has operating leases primarily for office space and data center facilities. The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. The Company’s server and networking equipment leases typically are accounted for as finance leases. Operating lease right-of-use assets obtained in exchange for operating lease obligations were $253.9 million and $34.0 million in the nine months ended September 30, 2020 and 2019, respectively. Future lease payments under leases and sublease income as of September 30, 2020 were as follows (in thousands): Operating Finance Total Sublease Year Ending December 31, Remainder of 2020 $ 37,771 $ 2,528 $ 40,299 $ (2,715) 2021 220,364 569 220,933 (8,920) 2022 218,230 — 218,230 (1,325) 2023 143,583 — 143,583 — 2024 143,242 — 143,242 — Thereafter 630,098 — 630,098 — Total future lease payments (receipts) 1,393,288 3,097 1,396,385 $ (12,960) Less: leases not yet commenced (367,190) — (367,190) Less: imputed interest (137,579) (21) (137,600) Total lease liabilities $ 888,519 $ 3,076 $ 891,595 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, short-term $ 161,508 $ — $ 161,508 Operating lease liabilities, long-term 727,011 — 727,011 Finance lease liabilities, short-term — 3,076 3,076 Total lease liabilities $ 888,519 $ 3,076 $ 891,595 There were no other material changes in the Company's operating and finance leases in the three and nine months ended September 30, 2020, as compared to the disclosure in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table presents the goodwill activities for the periods presented (in thousands): Goodwill Balance as of December 31, 2019 $ 1,256,699 Acquisitions 33,080 Other (632) Balance as of September 30, 2020 $ 1,289,147 For each of the periods presented, gross goodwill balance equaled the net balance since no impairment charges have been recorded. The following table presents the detail of intangible assets for the periods presented (in thousands): Gross Carrying Accumulated Net Carrying September 30, 2020: Patents and developed technologies $ 115,203 $ (57,880) $ 57,323 Other 3,233 (1,633) 1,600 Total $ 118,436 $ (59,513) $ 58,923 December 31, 2019: Patents and developed technologies $ 96,636 $ (41,530) $ 55,106 Total $ 96,636 $ (41,530) $ 55,106 Amortization expense associated with intangible assets was $5.4 million and $3.8 million for the three months ended September 30, 2020 and 2019, respectively, and $18.0 million and $12.5 million for the nine months ended September 30, 2020 and 2019, respectively. Estimated future amortization expense as of September 30, 2020 is as follows (in thousands): Remainder of 2020 $ 5,425 2021 18,249 2022 13,022 2023 7,843 2024 6,026 Thereafter 8,358 Total $ 58,923 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | Accrued and Other Current Liabilities The following table presents the detail of accrued and other current liabilities for the periods presented (in thousands): September 30, December 31, Accrued compensation $ 157,334 $ 190,465 Federal Trade Commission accrual (see Note 14) 150,000 — Deferred revenue 57,180 68,987 Accrued publisher, content and ad network costs 38,490 45,265 Accrued professional services 34,240 38,596 Accrued tax liabilities 31,710 45,967 Accrued other 154,931 111,613 Total $ 623,885 $ 500,893 |
Acquisitions and Other Investme
Acquisitions and Other Investments | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions and Other Investments | Acquisitions and Other Investments 2020 Acquisitions During the nine months ended September 30, 2020, the Company made a number of acquisitions, which were accounted for as business combinations. The total purchase price for these acquisitions was $46.1 million, which was allocated as follows: $8.8 million to developed technologies and other acquired intangible assets, $4.2 million to net assets assumed based on their estimated fair value on the acquisition date, and the excess $33.1 million of the purchase price over the fair value of net assets acquired to goodwill. The goodwill from the acquisitions is mainly attributable to assembled workforce, expected synergies and other benefits. The goodwill is not tax deductible. Developed technologies and other acquired intangible assets will be amortized on a straight-line basis over their estimated useful lives of up to three years. The results of operations for these acquisitions have been included in the Company’s consolidated statements of operations since the date of each respective acquisition. Actual and pro forma revenue and results of operations for these acquisitions have not been presented because they do not have a material impact on the consolidated revenue and results of operations. Investments in Privately-Held Companies From time to time, the Company makes strategic investments in privately-held companies. The Company evaluates each investee to determine if the investee is a variable interest entity and, if so, whether the Company is the primary beneficiary of the variable interest entity. The Company has determined, as of September 30, 2020, there were no variable interest entities required to be consolidated in the Company’s consolidated financial statements. The Company’s investments in privately-held companies are primarily non-marketable equity securities without readily determinable fair values. The Company accounts for its investments in privately-held companies either under equity method accounting or by adjusting the carrying value of its non-marketable equity securities to fair value upon observable transactions for identical or similar investments of the same issuer or upon impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net. The Company’s non-marketable equity securities had a combined carrying value of $77.3 million and $77.7 million as of September 30, 2020 and December 31, 2019, respectively. The maximum loss the Company can incur for its investments is their carrying value. These investments in privately-held companies are included within other assets on the consolidated balance sheets. The Company periodically evaluates the carrying value of the investments in privately-held companies when events and circumstances indicate that the carrying amount of the investment may not be recovered. The Company estimates the fair value of the investments to assess whether impairment losses shall be recorded using Level 3 inputs. These investments include the Company’s holdings in privately-held companies that are not exchange traded and therefore not supported with observable market prices; hence, the Company may determine the fair value by reviewing equity valuation reports, current financial results, long-term plans of the privately-held companies, the amount of cash that the privately-held companies have on-hand, the ability to obtain additional financing and overall market conditions in which the privately-held companies operate or based on the price observed from the most recent completed financing. The Company recorded impairment charges of $0.3 million and $8.8 million in the three and nine months ended September 30, 2020, respectively, and $1.6 million in the nine months ended September 30, 2019, within other income (expense), net in the consolidated statements of operations. No impairment charge was recorded in the three months ended September 30, 2019. The Company also recorded a gain of $10.2 million from the sale of an investment in a privately-held company in the nine months ended September 30, 2019 within other income (expense), net in the consolidated statements of operations. No gains were recorded in the three and nine months ended September 30, 2020 and in the three months ended September 30, 2019. |
Senior Notes and Convertible No
Senior Notes and Convertible Notes | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Senior Notes and Convertible Notes | Senior Notes and Convertible Notes Senior Notes 2027 Notes In 2019, the Company issued $700.0 million aggregate principal amount of the 3.875% senior notes due 2027, or the 2027 Notes, in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act of 1933. The total net proceeds from this offering were approximately $691.9 million, after deducting $8.1 million of debt issuance costs in connection with the issuance of the 2027 Notes. The 2027 Notes represent senior unsecured obligations of the Company. The interest rate is fixed at 3.875% per annum and interest is payable semi-annually in arrears on June 15 and December 15 of each year, which commenced on June 15, 2020. The 2027 Notes mature on December 15, 2027. Convertible Notes 2025 Notes In March 2020, the Company entered into an investment agreement (the Investment Agreement) with Silver Lake Partners V DE (AIV), L.P. (Silver Lake) relating to the issuance and sale to Silver Lake of $1.0 billion in aggregate principal amount of the Company's 0.375% convertible senior notes due 2025, or the 2025 Notes. The total net proceeds from this offering were approximately $985.3 million, after deducting $14.7 million of debt issuance costs in connection with the 2025 Notes. The 2025 Notes represent senior unsecured obligations of the Company. The interest rate is fixed at 0.375% per annum and interest is payable semi-annually in arrears on March 15 and September 15 of each year, which commenced on September 15, 2020. The 2025 Notes mature on March 15, 2025, subject to earlier conversion, redemption or repurchase. The 2025 Notes are convertible at the option of the holder at any time until the scheduled trading day prior to the maturity date, including in connection with a redemption by the Company. The 2025 Notes will be convertible into shares of the Company’s common stock based on an initial conversion rate of 24.0964 shares of common stock per $1,000 principal amount of the 2025 Notes, which is equal to an initial conversion price of $41.50 per share, subject to customary anti-dilution and other adjustments, including in connection with any make-whole adjustment as a result of certain extraordinary transactions. Upon conversion of the 2025 Notes, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of its common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value (as set forth in the indenture governing the 2025 Notes) calculated on a proportionate basis for each trading day in a 30 trading day observation period. On or after March 20, 2022, the 2025 Notes will be redeemable by the Company in the event that the closing sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the redemption notice at a redemption price of 100% of the principal amount of such 2025 Notes, plus accrued and unpaid interest to, but excluding, the redemption date. With certain exceptions, upon a change of control of the Company or a fundamental change (as defined in the indenture governing the 2025 Notes), the holders of the 2025 Notes may require that the Company repurchase all or part of the principal amount of the 2025 Notes at a repurchase price equal to 100% of the principal amount of the 2025 Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. Pursuant to the Investment Agreement, and subject to certain exceptions, Silver Lake will be restricted from transferring or entering into an agreement that transfers the economic consequences of ownership of the 2025 Notes or converting the 2025 Notes prior to the earlier of (i) the two year anniversary of the original issue date of the 2025 Notes or (ii) immediately prior to the consummation of a change of control of the Company. Exceptions to such restrictions on transfer include, among others: (a) transfers to affiliates of Silver Lake, (b) transfers to the Company or any of its subsidiaries, (c) transfers to a third party where the net proceeds of such sale are solely used to satisfy a margin call or repay a permitted loan or (d) transfers in connection with certain merger and acquisition events. In accordance with accounting guidance on convertible debt that may be settled in cash on conversion, the Company separated the conversion option associated with the 2025 Notes (the equity component) from the respective debt instrument (the liability component). The carrying value of the liability component was determined by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying value of the equity component of $121.4 million, which is recognized in stockholders’ equity, represents the difference between the proceeds from the issuance of the 2025 Notes and the fair value of the liability component. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount (the debt discount) is amortized to interest expense at an effective interest rate of 2.99% over the expected life of the 2025 Notes. The Company allocated $1.8 million of issuance costs to the equity component and the remaining issuance costs of $12.9 million are amortized to interest expense under the effective interest rate method over the expected life of the notes. As of September 30, 2020, the net carrying value, net of debt issuance costs, of the 2025 Notes was $879.8 million. 2021 Notes and 2024 Notes In 2014, the Company issued $954.0 million in aggregate principal amount of the 1.00% convertible senior notes due 2021, or the 2021 Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. The total net proceeds from this offering were approximately $939.5 million, after deducting $14.3 million of debt discount and $0.2 million of debt issuance costs in connection with the issuance of the 2021 Notes. In 2018, the Company issued $1.15 billion aggregate principal amount of the 0.25% convertible senior notes due 2024, or the 2024 Notes, in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act of 1933. The total net proceeds from this offering were approximately $1.14 billion, after deducting $12.3 million of debt issuance costs in connection with the 2024 Notes. The 2021 Notes and the 2024 Notes are senior unsecured obligations of the Company. The interest rate of the 2021 Notes is fixed at 1.00% per annum and interest is payable semi-annually in arrears on March 15 and September 15 of each year. The interest rate of the 2024 Notes is fixed at 0.25% per annum and interest is payable semi-annually in arrears on June 15 and December 15 of each year. The 2021 Notes mature on September 15, 2021 and the 2024 Notes mature on June 15, 2024. Senior Notes and Convertible Notes The Notes consisted of the following (in thousands): September 30, 2020 December 31, 2019 2021 Notes 2024 Notes 2025 Notes 2027 Notes 2021 Notes 2024 Notes 2027 Notes Principal amounts: Principal $ 954,000 $ 1,150,000 $ 1,000,000 $ 700,000 $ 954,000 $ 1,150,000 $ 700,000 Unamortized debt discount and issuance costs (1) (48,468) (171,081) (120,234) (7,258) (84,652) (202,515) (8,033) Net carrying amount $ 905,532 $ 978,919 $ 879,766 $ 692,742 $ 869,348 $ 947,485 $ 691,967 Carrying amount of the equity component (2) $ 283,283 $ 254,981 $ 121,413 $ — $ 283,283 $ 254,981 $ — (1) Included in the consolidated balance sheets within convertible notes, short-term; convertible notes, long-term; and senior notes, long-term, and amortized over the remaining lives of the Notes. (2) Included in the consolidated balance sheets within additional paid-in capital. During the three months ended September 30, 2020 and 2019, the Company recognized $29.6 million and $33.1 million, respectively, of interest expense related to the amortization of debt discount and issuance costs prior to capitalization of interest, and $10.9 million and $3.6 million, respectively, of coupon interest expense. During the nine months ended September 30, 2020 and 2019, the Company recognized $82.4 million and $101.6 million, respectively, of interest expense related to the amortization of debt discount and issuance costs prior to capitalization of interest, and $31.7 million and $11.0 million, respectively, of coupon interest expense. As of September 30, 2020, the remaining life of the 2021 Notes, the 2024 Notes, the 2025 Notes, and the 2027 Notes is approximately 11 months, 44 months, 53 months, and 86 months, respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average common shares outstanding during the period. The weighted-average common shares outstanding is adjusted for shares subject to repurchase such as unvested restricted stock granted to employees in connection with acquisitions, contingently returnable shares and escrowed shares supporting indemnification obligations that are issued in connection with acquisitions and unvested stock options exercised. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period, including potential dilutive common stock instruments. In the nine months ended September 30, 2020, the Company’s potential common stock instruments such as stock options, RSUs, shares to be purchased under the 2013 Employee Stock Purchase Plan, shares subject to repurchases, the conversion feature of the Convertible Notes and the warrants were not included in the computation of diluted loss per share as the effect of including these shares in the calculation would have been anti-dilutive. The following table presents the calculation of basic and diluted net income (loss) per share for periods presented (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Basic net income (loss) per share: Numerator Net income (loss) $ 28,659 $ 36,522 $ (1,357,742) $ 1,346,886 Denominator Weighted-average common shares outstanding 793,065 774,580 787,831 770,755 Weighted-average restricted stock subject to repurchase (2,238) (1,791) (2,043) (2,036) Weighted-average shares used to compute basic net income (loss) per share 790,827 772,789 785,788 768,719 Basic net income (loss) per share attributable to common stockholders $ 0.04 $ 0.05 $ (1.73) $ 1.75 Diluted net income (loss) per share: Numerator Net income (loss) $ 28,659 $ 36,522 $ (1,357,742) $ 1,346,886 Denominator Number of shares used in basic computation 790,827 772,789 785,788 768,719 Weighted-average effect of dilutive securities: RSUs 12,194 12,950 — 11,348 Stock options 2,221 2,585 — 2,548 Other 1,141 2,199 — 1,828 Weighted-average shares used to compute diluted net income (loss) per share 806,383 790,523 785,788 784,443 Diluted net income (loss) per share attributable to common stockholders $ 0.04 $ 0.05 $ (1.73) $ 1.72 The following numbers of potential common shares at the end of each period were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 RSUs 2,549 1,973 38,932 10,670 Warrants 32,412 44,454 32,412 44,454 Stock options 26 3 2,917 3 Shares subject to repurchase and others 3,317 2,660 7,930 3,177 Since the Company expects to settle the principal amount of the outstanding Convertible Notes in cash, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. For the 2021 Notes, the conversion spread of 12.3 million shares will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s common stock for a given period exceeds the conversion price of $77.64 per share. For the 2024 Notes, the conversion spread of 20.1 million shares will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s common stock for a given period exceeds the conversion price of $57.14 per share. For the 2025 Notes, the conversion spread of 24.1 million shares will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company's common stock for a given period exceeds the conversion price of $41.50 per share. Since the average market price of the common stock is below $41.50 for all periods presented, the Convertible Notes are anti-dilutive. If the average market price of the common stock exceeds the exercise price of the warrants, $105.28 for the 2021 Notes, and $80.20 for the 2024 Notes, the warrants will have a dilutive effect on the earnings per share assuming that the Company is profitable. Since the average market price of the common stock is below $80.20 for all periods presented, the warrants are anti-dilutive. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Equity Incentive Plans The Company’s 2013 Equity Incentive Plan serves as the successor to the 2007 Equity Incentive Plan. The number of shares of the Company’s common stock available for issuance under the 2013 Equity Incentive Plan were and will be increased on the first day of each fiscal year beginning with the 2014 fiscal year, in an amount equal to the least of (i) 60,000,000 shares, (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Company’s Board of Directors. Share Repurchases In March 2020, the Company's Board of Directors authorized a program to repurchase up to $2.0 billion of the Company's common stock over time. Repurchases may be made from time to time through open market purchases or through privately negotiated transactions subject to market conditions, applicable legal requirements and other relevant factors. The repurchase program does not obligate the Company to acquire any particular amount of its common stock, and may be suspended at any time at the Company’s discretion. No shares were repurchased under the program in the nine months ended September 30, 2020. Employee Stock Purchase Plan The number of shares available for sale under the Employee Stock Purchase Plan (ESPP) has been and will be increased on the first day of each fiscal year beginning with the 2014 fiscal year, in an amount equal to the least of (i) 11.3 million shares; (ii) 1% of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as determined by the Company's Board of Directors. During the nine months ended September 30, 2020, employees purchased an aggregate of 1.4 million shares under the ESPP at a weighted-average price of $24.65 per share. During the nine months ended September 30, 2019, employees purchased an aggregate of 0.9 million shares under the ESPP at a weighted-average price of $27.96 per share. Restricted Common Stock The Company has granted restricted common stock to certain continuing employees in connection with certain of its acquisitions. Vesting of this stock is dependent on the respective employee’s continued employment at the Company during the requisite service period, which is generally up to four years from the issuance date, and the Company has the right to repurchase the unvested shares upon termination of employment. The fair value of the restricted common stock issued to employees is recorded as compensation expense on a straight-line basis over the requisite service period. During the nine months ended September 30, 2020, the Company granted 1.4 million shares of restricted common stock with a weighted-average grant date fair value of $34.30 per share in connection with certain acquisitions. The Company had 2.0 million and 1.4 million shares of unvested restricted common stock as of September 30, 2020 and December 31, 2019, respectively. The Company’s restricted common stock activity was not material during the nine months ended September 30, 2020. Stock Option Activity The Company had 2.9 million and 3.2 million shares of stock options outstanding as of September 30, 2020 and December 31, 2019, respectively. The Company’s stock option activity was not material during the nine months ended September 30, 2020. Performance Restricted Stock Units Activity The Company grants restricted stock units to certain of its executive officers periodically that vest based on the Company’s attainment of the annual financial performance goals and the executives’ continued employment through the vesting date (PRSUs). These PRSUs are granted when the annual performance targets are set and the awards are approved by the Compensation Committee of the Board of Directors, generally in the first quarter of each financial year. Prior to 2020, the Company granted PRSUs with a vesting period of approximately one year. In the nine months ended September 30, 2020, the Company granted PRSUs with a vesting period of approximately three years. The following table summarizes the activity related to the Company’s PRSUs for the nine months ended September 30, 2020 (in thousands, except per share data): PRSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2019 646 $ 31.52 Granted (100% target level) 729 $ 27.77 Vested (100% target level) (646) $ 31.52 Unvested and outstanding at September 30, 2020 729 $ 27.77 The total fair value of PRSUs vested during the nine months ended September 30, 2020 and 2019 was $22.7 million and $23.2 million, respectively. The Company also grants restricted stock units to certain of its executive officers that vest based on Twitter stock price performance relative to a broad-market index over a performance period of two three two three The following table summarizes the activity related to the Company’s TSR RSUs for the nine months ended September 30, 2020 (in thousands, except per share data): TSR RSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2019 759 $ 41.15 Granted (100% target level) 487 $ 31.16 Additional earned performance shares related to 2019 grants 52 $ 54.97 Vested (116% target level) (381) $ 54.97 Unvested and outstanding at September 30, 2020 917 $ 30.90 The total fair value of TSR RSUs vested during the nine months ended September 30, 2020 and 2019 was $13.4 million and $3.7 million, respectively. RSU Activity The following table summarizes the activity related to the Company’s RSUs, excluding PRSUs and TSR RSUs, for the nine months ended September 30, 2020. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of each respective date (in thousands, except per share data): RSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2019 31,731 $ 29.74 Granted 20,923 $ 29.99 Vested (11,229) $ 26.94 Canceled (2,493) $ 30.52 Unvested and outstanding at September 30, 2020 38,932 $ 30.63 The total fair value of RSUs vested during the three months ended September 30, 2020 and 2019 was $147.7 million and $133.7 million, respectively. The total fair value of RSUs vested during the nine months ended September 30, 2020 and 2019 was $363.6 million and $353.1 million, respectively. Stock-Based Compensation Expense Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenue $ 8,581 $ 5,757 $ 23,333 $ 16,778 Research and development 66,111 53,009 204,686 149,499 Sales and marketing 25,550 23,755 73,572 64,022 General and administrative 15,727 16,102 45,157 46,430 Total stock-based compensation expense $ 115,969 $ 98,623 $ 346,748 $ 276,729 The Company capitalized $10.2 million and $9.9 million of stock-based compensation expense associated with the cost for developing software for internal use in the three months ended September 30, 2020 and 2019, respectively, and $29.1 million and $29.5 million in the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, there was $1.13 billion of gross unamortized stock-based compensation expense related to unvested awards which is expected to be recognized over a weighted-average period of 2.8 years. The Company accounts for forfeitures as they occur. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s tax provision or benefit from income taxes for interim periods has been historically determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Under certain circumstances where the Company is unable to make a reliable estimate of the annual effective tax rate, the accounting standard permits the use of the actual effective tax rate for the year-to-date period. In the third quarter of 2020, the Company used this approach because it was unable to reasonably estimate its annual effective rate due to the variability of the rate as a result of fluctuations in forecasted income, fluctuations in pre-tax income and loss between quarters, and the effects of being taxed in multiple tax jurisdictions. The Company recorded a net provision for income taxes of $1.0 million and $1.08 billion for the three and nine months ended September 30, 2020, respectively. For the nine months ended September 30, 2020, the net provision for income taxes consisted of a provision for income taxes related to the establishment of a valuation allowance against deferred tax assets of $1.10 billion of a foreign subsidiary, which was offset by an income tax benefit of $18.6 million. The Company recorded a net provision for income taxes of $11.2 million and a net benefit from income taxes of $1.11 billion for the three and nine months ended September 30, 2019, respectively. For the nine months ended September 30, 2019, the net benefit from income taxes consisted of income tax benefits from the establishment of deferred tax assets from intra-entity transfers of certain intangible assets of $1.21 billion, which was offset by income tax provisions of $92.0 million. For the three and nine months ended September 30, 2020, the primary difference between the effective tax rate and the federal statutory tax rate relates to the valuation allowance establishment in the three months ended June 30, 2020, the accrual related to the ongoing Federal Trade Commission matter described in Note 14 – Commitments and Contingencies that is not expected to be tax-deductible if and when paid, research and development credits, stock-based compensation, and foreign tax rate differences. For the three and nine months ended September 30, 2019, the primary difference between the effective tax rate and the federal statutory tax rate relates to the deferred tax asset establishment, research and development credits, stock-based compensation, and foreign tax rate differences. The Company reassessed the ability to realize deferred tax assets by considering the available positive and negative evidence. As of June 30, 2020, the Company concluded that the deferred tax assets in a foreign subsidiary are not more-likely-than-not to be realized and recorded a full valuation allowance against such deferred tax assets in the approximate amount of $1.10 billion. In evaluating the need for a valuation allowance, the Company considered its recent operating results which resulted in a cumulative taxable loss in a foreign subsidiary for the twelve quarters ended June 30, 2020. The twelve quarters cumulative taxable losses from operations is considered a significant piece of negative evidence and outweighs other positive evidence, such as projections of future income. The twelve quarters cumulative taxable losses and projected near-term losses in the foreign subsidiary are largely driven by the negative impact from the COVID-19 pandemic as it has caused, and may continue to cause, decreased advertiser demand. If there are favorable changes to actual operating results or to projections of future income, the Company may determine that it is more-likely-than-not such deferred tax assets may be realizable. As of September 30, 2020, there have been no changes to the Company's conclusion. As of September 30, 2020, the Company had $792.4 million of deferred tax assets for which it has not established a valuation allowance, related to the US federal, states other than Massachusetts and California, and international subsidiaries other than Ireland. The $792.4 million deferred tax asset balance reflects the reduction in net deferred tax assets of $1.10 billion in the nine months ended September 30, 2020. The Company completed its reassessment of the ability to realize these assets and concluded that a valuation allowance was not required. Depending on the extent and severity of COVID-19’s impact, the Company's forecasted earnings and expectations may change and could result in a material non-cash income tax charge to record additional valuation allowances to further reduce its deferred tax assets to the net amount it believes is more-likely-than-not to be realized. As of September 30, 2020, the Company has $441.3 million of unrecognized tax benefits, of which $363.0 million could result in a reduction of the Company’s effective tax rate, if recognized. The remainder of the unrecognized tax benefits would not affect the effective tax rate due to the full valuation allowance recorded for California and Massachusetts deferred tax assets. On June 7, 2019, the Ninth Circuit Court of Appeals issued a new opinion in the case of Altera Corp. v. Commissioner, which upheld Department of Treasury regulations which require related parties in an intercompany cost-sharing arrangement to share expenses related to stock-based compensation. The Company has prepared the consolidated financial statements consistent with this opinion. In February 2020, Altera Corp. filed a petition to appeal the decision with the Supreme Court of the United States. On June 22, 2020, the Supreme Court denied the petition. The Company has considered the impact of the Supreme Court's denial and there were no material impacts to its consolidated financial statements as of September 30, 2020. Subsequent to September 30, 2020 but prior to the filing of this Form 10-Q, the Company filed its 2019 US Federal Tax Return and included certain adjustments related to the decision of the Ninth Circuit Court of Appeals in the case of Altera Corp. v. Commissioner for which the Company previously recognized a reserve. As a result, the Company's unrecognized tax benefits will decrease by $91.9 million with no impact to the effective tax rate in the fourth quarter of 2020. The Company is subject to taxation in the United States and various state and foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The material jurisdictions in which the Company is subject to potential examination by taxing authorities include the United States, California and Ireland. The Company believes that adequate amounts have been reserved in these jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Credit Facility The Company has a revolving credit agreement with certain lenders, which provides for a $500.0 million unsecured revolving credit facility maturing on August 7, 2023. The Company is obligated to pay interest on loans under the credit facility and other customary fees for a credit facility of this size and type, including an upfront fee and an unused commitment fee. The interest rate for the credit facility is determined based on calculations using certain market rates as set forth in the credit agreement. In addition, the credit facility contains restrictions on payments including cash payments of dividends. As of September 30, 2020, no amounts had been drawn under the credit facility. Contractual Obligations The Company's principal commitments consist of obligations under the Notes (including principal and coupon interest), operating and finance leases for equipment, office space and co-located data center facilities, as well as non-cancellable contractual commitments. During the nine months ended September 30, 2020, the Company entered into the Investment Agreement relating to the issuance and sale of $1.0 billion in aggregate principal amount of the 2025 Notes. As of September 30, 2020, the Company's contractual obligation to settle commitments related to the 2025 Notes is $7.5 million for the years ended December 31, 2021 through 2022, $7.5 million for the years ended December 31, 2023 through 2024, and $1.0 billion for the year ended December 31, 2025. Other than as described above, there were no material changes outside the Company's normal course of business in its commitments under contractual obligations from those disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Legal Proceedings Beginning in September 2016, multiple putative class actions and derivative actions were filed in state and federal courts in the United States against the Company and the Company’s directors and/or certain former officers alleging that false and misleading statements, made in 2015, are in violation of securities laws and breached fiduciary duty. The putative class actions were consolidated in the U.S. District Court for the Northern District of California. On October 16, 2017, the court granted in part and denied in part the Company’s motion to dismiss. On July 17, 2018, the court granted plaintiffs' motion for class certification in the consolidated securities action. The Company filed a motion for summary judgment on September 13, 2019, which was denied on April 17, 2020. The scheduled jury trial has been postponed due to the COVID-19 pandemic and is currently scheduled for September 2021. The outcome of this litigation is, and any potential losses therewith are, inherently uncertain, and the Company is, therefore, not able to estimate a reasonable range of possible loss, if any. The Company disputes the claims and intends to continue to defend the lawsuits vigorously. Beginning in October 2019, putative class actions were filed in the U.S. District Court for the Northern District of California against the Company and certain of the Company’s officers alleging violations of securities laws in connection with the Company’s announcements that it had discovered and taken steps to remediate issues related to certain user settings designed to target advertising that were not working as expected and seeking unspecified damages. The Company disputes the claims and intends to defend the lawsuit vigorously. From time to time the Company notifies the Irish Data Protection Commission, its designated European privacy regulator under the European Union General Data Protection Regulation, or GDPR, and other regulators, of certain personal data breaches and privacy issues, and is subject to inquiries and investigations regarding various aspects of our regulatory compliance. The Company is currently the subject of inquiries by the Irish Data Protection Commission with respect to its compliance with the GDPR. On July 28, 2020, the Company received a draft complaint from the Federal Trade Commission (FTC) alleging violations of the Company’s 2011 consent order with the FTC and the FTC Act. The allegations relate to the Company’s use of phone number and/or email address data provided for safety and security purposes for targeted advertising during periods between 2013 and 2019. The Company estimates that the range of probable loss in this matter is $150.0 million to $250.0 million and recorded an accrual of $150.0 million in the three months ended June 30, 2020. The accrual is included in accrued and other current liabilities in the consolidated balance sheet and in general and administrative expenses in the consolidated statements of operations. The matter remains unresolved, and there can be no assurance as to the timing or the terms of any final outcome. The Company is also currently involved in, and may in the future be involved in, legal proceedings, claims, investigations, and government inquiries and investigations arising in the ordinary course of business. These proceedings, which include both individual and class action litigation and administrative proceedings, have included, but are not limited to matters involving content on the platform, intellectual property, privacy, data protection, consumer protection, securities, employment, and contractual rights. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Litigation accruals are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. As of September 30, 2020, except for the above referenced class actions, derivative actions and FTC matter, there was no litigation or contingency with at least a reasonable possibility of a material loss. Except for the aforementioned accrual of $150.0 million recorded in relation to the FTC matter, no other material losses were recorded during the three and nine months ended September 30, 2020 and 2019 with respect to litigation or loss contingencies. Non-Income Taxes The Company is under various non-income tax audits by domestic and foreign tax authorities. These audits primarily revolve around routine inquiries, refund requests, and employee benefits. The Company accrues non-income taxes that may result from these audits when they are probable and can be reasonably estimated. Due to the complexity and uncertainty of some of these matters, however, as well as the judicial process in certain jurisdictions, the final outcome of these audits may be materially different from the Company's expectations. Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its customers, partners, suppliers and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company has never incurred significant expense defending its licensees against third-party claims, nor has it ever incurred significant expense under its standard service warranties or arrangements with its customers, partners, suppliers and vendors. Accordingly, the Company had no liabilities recorded for these provisions as of September 30, 2020 and December 31, 2019. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period. The accompanying interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. |
Prior Period Reclassifications | Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently adopted accounting pronouncements In June 2016, the Financial Accounting Standards Board (FASB) issued a new accounting standard update on the measurement of credit losses on financial instruments. The new guidance requires financial assets measured at amortized cost to be presented at the net amount expected to be collected and available-for-sale debt securities to record credit losses through an allowance for credit losses. The Company adopted this new accounting standard on January 1, 2020 using a modified retrospective method. In connection with the adoption of this guidance, the Company recorded a cumulative-effect adjustment of $1.6 million to opening retained earnings as of January 1, 2020, related to additional allowance for credit losses on doubtful accounts and unbilled revenue. In August 2018, the FASB issued a new accounting standard update which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The update eliminates the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and introduces a requirement to disclose the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The Company adopted this new accounting standard on January 1, 2020, using the prospective method, and the adoption did not have a material impact on the Company’s financial statements and related disclosures. In August 2018, the FASB issued a new accounting standard update requiring a customer in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. The Company adopted the new accounting standard update on January 1, 2020, using the prospective method, and the adoption did not have a material impact on the Company’s financial statements and related disclosures. In December 2019, the FASB issued a new accounting standard update to simplify the accounting for income taxes. The new guidance removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. It also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. The Company adopted this guidance on January 1, 2020, using the modified retrospective method, and the adoption did not have a material impact on the Company's financial statements and related disclosures. Recently issued accounting pronouncements not yet adopted In August 2020, the FASB issued a new accounting standard update to simplify the accounting for convertible debt and other equity-linked instruments. The new guidance simplifies the accounting for convertible instruments by eliminating the cash conversion and beneficial conversion feature models used to separately account for embedded conversion features as a component of equity. Instead, the entity will account for the convertible debt or convertible preferred stock securities as a single unit of account, unless the conversion feature requires bifurcation and recognition as derivatives. Additionally, the guidance requires entities to use the if-converted method for all convertible instruments in the diluted earnings per share calculation and include the effect of potential share settlement for instruments that may be settled in cash or shares. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, using a modified or full retrospective transition method. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company is evaluating the impact of adopting this new accounting standard update on its financial statements and related disclosures. With the exception of the standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2020, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, that are of significance or potential significance to the Company. |
Accounts Receivable, Net | Accounts Receivable, NetThe Company records accounts receivable at the invoiced amount. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivable amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, the customer’s current financial condition, and considers macro-economic factors such as gross domestic product (GDP) growth rates to estimate expected future credit losses. In the three and nine months ended September 30, 2020, the Company recorded a $0.9 million reduction and a $15.4 million increment in the allowance for doubtful accounts, respectively, including estimated future losses in consideration of the impact of the COVID-19 pandemic on the economy and the Company. The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic to determine future expected losses on its accounts receivable. Actual future bad debt could differ materially from this estimate and additional bad debt could be incurred as the duration and severity of the impact of the COVID-19 pandemic remains uncertain. |
Revenue Recognition | Unbilled Revenue (Contract Assets) The Company evaluates whether its unbilled revenue is exposed to potential credit losses by considering factors such as the creditworthiness of its customers, the term over which unbilled revenue will be recognized, historical impairment of unbilled revenue, and contemplation of projected macroeconomic factors such as GDP growth rates. As of September 30, 2020, the Company recorded an immaterial amount of allowance for credit losses on unbilled revenue in consideration of the impact of the COVID-19 pandemic on the economy and the Company. The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic to determine future expected credit losses on its unbilled revenue. Actual results could differ materially from the Company’s estimates given the uncertainty arising from the COVID-19 pandemic. Revenue Recognition Revenue is recognized when the control of promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company identifies its contracts with customers and all performance obligations within those contracts. The Company then determines the transaction price and allocates the transaction price to the performance obligations within the Company's contracts with customers, recognizing revenue when, or as the Company satisfies its performance obligations. While the majority of the Company's revenue transactions are based on standard business terms and conditions, the Company also enters into sales agreements with advertisers and data partners that sometimes involve multiple performance obligations and occasionally include non-standard terms or conditions. Contract Balances The Company enters into contracts with its customers, which may give rise to contract liabilities (deferred revenue) and contract assets (unbilled revenue). The payment terms and conditions within the Company’s contracts vary by the type and location of its customer and products or services purchased, the substantial majority of which are due in less than one year. When the timing of revenue recognition differs from the timing of payments made by customers, the Company recognizes either unbilled revenue (its performance precedes the billing date) or deferred revenue (customer payment is received in advance of performance). Unbilled Revenue (Contract Assets) The Company presents unbilled revenue in the consolidated balance sheets within prepaid expenses and other current assets and within other assets. The Company’s contracts do not contain material financing components. The Company's unbilled revenue primarily consists of amounts that have yet to be billed under contracts with escalating fee structures. Specifically, because the Company generally recognizes revenue on a straight-line basis for data licensing arrangements with escalating fee structures, revenue recognized represents amounts to which the Company is contractually entitled; however, the revenue recognized exceeds the amounts the Company has a right to bill as of the period end, thus resulting in unbilled revenue. Deferred Revenue (Contract Liabilities) The Company presents deferred revenue primarily within accrued and other current liabilities in the consolidated balance sheets and there is not expected to be any material non-current contract liabilities given the Company's contracting provisions. The Company's deferred revenue balance primarily consists of cash payments due in advance of satisfying its performance obligations relating to data licensing contracts and performance obligations given to customers based on their spend relating to advertising contracts, for which the Company defers, as they represent material rights. The Company recognizes deferred revenue relating to its data licensing contracts on a straight-line basis over the period in which the Company provides data. The Company recognizes deferred revenue relating to its advertising contracts based on the amount of customer spend and the relative standalone selling price of the material rights. |
Cash And Cash Equivalents And Short-term Investments | Cash, Cash Equivalents and Short-term Investments The Company determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable securities as available-for-sale. After considering the Company’s capital preservation objectives, as well as its liquidity requirements, the Company may sell securities prior to their stated maturities. The Company carries its available-for-sale securities at fair value. The Company reports the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for unrealized losses determined to be credit-related which are recorded as other income (expense), net in the consolidated statements of operations and reports an allowance for credit losses in short-term investments on the balance sheet, if any. |
Fair Value Measurements | The Company measures its cash equivalents, short-term investments and derivative financial instruments at fair value. The Company classifies its cash equivalents, short-term investments and derivative financial instruments within Level 1 or Level 2 because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The fair value of the Company’s Level 1 financial assets is based on quoted market prices of the identical underlying security. The fair value of the Company’s Level 2 financial assets is based on inputs that are directly or indirectly observable in the market, including the readily-available pricing sources for the identical underlying security that may not be actively traded. |
Investments in Privately-Held Companies | Investments in Privately-Held Companies From time to time, the Company makes strategic investments in privately-held companies. The Company evaluates each investee to determine if the investee is a variable interest entity and, if so, whether the Company is the primary beneficiary of the variable interest entity. The Company has determined, as of September 30, 2020, there were no variable interest entities required to be consolidated in the Company’s consolidated financial statements. The Company’s investments in privately-held companies are primarily non-marketable equity securities without readily determinable fair values. The Company accounts for its investments in privately-held companies either under equity method accounting or by adjusting the carrying value of its non-marketable equity securities to fair value upon observable transactions for identical or similar investments of the same issuer or upon impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from External Customers by Products and Services | Revenue by geography is based on the billing address of the customers. The following tables set forth revenue by services and revenue by geographic area (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue by services: Advertising services $ 808,449 $ 702,257 $ 2,052,635 $ 2,108,846 Data licensing and other 127,784 121,460 374,673 343,142 Total revenue $ 936,233 $ 823,717 $ 2,427,308 $ 2,451,988 |
Revenue from External Customers by Geographic Areas | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue by geographic area: United States $ 512,637 $ 465,409 $ 1,345,948 $ 1,352,966 Japan 132,392 128,797 371,763 397,539 Rest of World 291,204 229,511 709,597 701,483 Total revenue $ 936,233 $ 823,717 $ 2,427,308 $ 2,451,988 |
Summary of Contract Balances | The following table presents contract balances (in thousands): September 30, December 31, Unbilled revenue $ 37,241 $ 27,691 Deferred revenue $ 58,408 $ 69,000 |
Summary of Revenue Expected to Recognize on Remaining Performance Obligations Over the Time Periods | The Company expects to recognize this amount as revenue over the following time periods (in thousands): Remaining Performance Obligations Remainder of 2020 2021 2022 and Thereafter Revenue expected to be recognized on remaining performance obligations $ 836,537 $ 79,300 $ 295,179 $ 462,058 |
Cash, Cash Equivalents and Sh_2
Cash, Cash Equivalents and Short-term Investments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash and Equivalents and Short-term Investments | Cash, cash equivalents and short-term investments consist of the following (in thousands): September 30, December 31, Cash and cash equivalents: Cash $ 234,497 $ 254,405 Money market funds 1,620,552 465,158 Corporate notes, commercial paper and certificates of deposit 346,024 1,079,519 Total cash and cash equivalents $ 2,201,073 $ 1,799,082 Short-term investments: U.S. government and agency securities $ 956,442 $ 660,860 Corporate notes, commercial paper and certificates of deposit 4,522,498 4,179,110 Marketable equity securities 1,034 — Total short-term investments $ 5,479,974 $ 4,839,970 |
Contractual Maturities of Securities Classified as Available-for-Sale | The contractual maturities of debt securities classified as available-for-sale as of September 30, 2020 were as follows (in thousands): September 30, Due within one year $ 2,753,187 Due after one year through five years 2,725,753 Total $ 5,478,940 |
Summary of Unrealized Gains and Losses Related to Available-for-Sale Securities Classified as Short-term Investments | The following tables summarize unrealized gains and losses related to available-for-sale debt securities classified as short-term investments on the Company’s consolidated balance sheets (in thousands): September 30, 2020 Gross Gross Gross Aggregated U.S. government and agency securities $ 954,625 $ 1,817 $ — $ 956,442 Corporate notes, commercial paper and certificates of deposit 4,491,038 31,957 (497) 4,522,498 Total available-for-sale debt securities classified as short-term investments $ 5,445,663 $ 33,774 $ (497) $ 5,478,940 December 31, 2019 Gross Gross Gross Aggregated U.S. government and agency securities $ 660,361 $ 1,049 $ (550) $ 660,860 Corporate notes, commercial paper and certificates of deposit 4,166,203 13,133 (226) 4,179,110 Total available-for-sale debt securities classified as short-term investments $ 4,826,564 $ 14,182 $ (776) $ 4,839,970 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2020 and December 31, 2019 based on the three-tier fair value hierarchy (in thousands): September 30, 2020 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 1,620,552 $ — $ 1,620,552 Corporate notes — 9,085 9,085 Commercial paper — 324,634 324,634 Certificates of deposit — 12,305 12,305 Short-term investments: U.S. government and agency securities — 956,442 956,442 Corporate notes — 2,928,802 2,928,802 Commercial paper — 1,099,352 1,099,352 Certificates of deposit — 494,344 494,344 Marketable equity securities 1,034 — 1,034 Other current assets: Foreign currency contracts — 404 404 Total $ 1,621,586 $ 5,825,368 $ 7,446,954 Liabilities Other current liabilities: Foreign currency contracts $ — $ 6,889 $ 6,889 Total $ — $ 6,889 $ 6,889 December 31, 2019 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 465,158 $ — $ 465,158 Corporate notes — 8,246 8,246 Commercial paper — 1,031,825 1,031,825 Certificates of deposit — 39,448 39,448 Short-term investments: U.S. government and agency securities — 660,860 660,860 Corporate notes — 2,468,429 2,468,429 Commercial paper — 1,236,487 1,236,487 Certificates of deposit — 474,194 474,194 Other current assets: Foreign currency contracts — 3,756 3,756 Total $ 465,158 $ 5,923,245 $ 6,388,403 Liabilities Other current liabilities: Foreign currency contracts $ — $ 1,573 $ 1,573 Total $ — $ 1,573 $ 1,573 |
Schedule of Fair Values of Outstanding Derivative Instruments | The fair values of outstanding derivative instruments for the periods presented on a gross basis are as follows (in thousands): Balance Sheet Location September 30, December 31, Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 404 $ 3,756 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities $ 6,889 $ 1,573 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following tables set forth property and equipment, net by type and by geographic area for the periods presented (in thousands): September 30, December 31, Property and equipment, net Equipment $ 1,683,628 $ 1,445,003 Furniture and leasehold improvements 362,599 347,983 Capitalized software 769,879 688,894 Construction in progress 383,296 100,551 Total 3,199,402 2,582,431 Less: Accumulated depreciation and amortization (1,806,682) (1,550,650) Property and equipment, net $ 1,392,720 $ 1,031,781 |
Property and Equipment Net by Geographic Area | September 30, December 31, Property and equipment, net: United States $ 1,359,952 $ 999,552 International 32,768 32,229 Total property and equipment, net $ 1,392,720 $ 1,031,781 |
Operating and Finance Leases (T
Operating and Finance Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Summary of Future Operating Lease Payments Under Leases and Sublease Income | Future lease payments under leases and sublease income as of September 30, 2020 were as follows (in thousands): Operating Finance Total Sublease Year Ending December 31, Remainder of 2020 $ 37,771 $ 2,528 $ 40,299 $ (2,715) 2021 220,364 569 220,933 (8,920) 2022 218,230 — 218,230 (1,325) 2023 143,583 — 143,583 — 2024 143,242 — 143,242 — Thereafter 630,098 — 630,098 — Total future lease payments (receipts) 1,393,288 3,097 1,396,385 $ (12,960) Less: leases not yet commenced (367,190) — (367,190) Less: imputed interest (137,579) (21) (137,600) Total lease liabilities $ 888,519 $ 3,076 $ 891,595 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, short-term $ 161,508 $ — $ 161,508 Operating lease liabilities, long-term 727,011 — 727,011 Finance lease liabilities, short-term — 3,076 3,076 Total lease liabilities $ 888,519 $ 3,076 $ 891,595 |
Summary of Future Finance Lease Payments Under Leases and Sublease Income | Future lease payments under leases and sublease income as of September 30, 2020 were as follows (in thousands): Operating Finance Total Sublease Year Ending December 31, Remainder of 2020 $ 37,771 $ 2,528 $ 40,299 $ (2,715) 2021 220,364 569 220,933 (8,920) 2022 218,230 — 218,230 (1,325) 2023 143,583 — 143,583 — 2024 143,242 — 143,242 — Thereafter 630,098 — 630,098 — Total future lease payments (receipts) 1,393,288 3,097 1,396,385 $ (12,960) Less: leases not yet commenced (367,190) — (367,190) Less: imputed interest (137,579) (21) (137,600) Total lease liabilities $ 888,519 $ 3,076 $ 891,595 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, short-term $ 161,508 $ — $ 161,508 Operating lease liabilities, long-term 727,011 — 727,011 Finance lease liabilities, short-term — 3,076 3,076 Total lease liabilities $ 888,519 $ 3,076 $ 891,595 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Activities | The following table presents the goodwill activities for the periods presented (in thousands): Goodwill Balance as of December 31, 2019 $ 1,256,699 Acquisitions 33,080 Other (632) Balance as of September 30, 2020 $ 1,289,147 |
Schedule of Intangible Assets | The following table presents the detail of intangible assets for the periods presented (in thousands): Gross Carrying Accumulated Net Carrying September 30, 2020: Patents and developed technologies $ 115,203 $ (57,880) $ 57,323 Other 3,233 (1,633) 1,600 Total $ 118,436 $ (59,513) $ 58,923 December 31, 2019: Patents and developed technologies $ 96,636 $ (41,530) $ 55,106 Total $ 96,636 $ (41,530) $ 55,106 |
Schedule of Estimated Future Amortization Expenses | Estimated future amortization expense as of September 30, 2020 is as follows (in thousands): Remainder of 2020 $ 5,425 2021 18,249 2022 13,022 2023 7,843 2024 6,026 Thereafter 8,358 Total $ 58,923 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The following table presents the detail of accrued and other current liabilities for the periods presented (in thousands): September 30, December 31, Accrued compensation $ 157,334 $ 190,465 Federal Trade Commission accrual (see Note 14) 150,000 — Deferred revenue 57,180 68,987 Accrued publisher, content and ad network costs 38,490 45,265 Accrued professional services 34,240 38,596 Accrued tax liabilities 31,710 45,967 Accrued other 154,931 111,613 Total $ 623,885 $ 500,893 |
Senior Notes and Convertible _2
Senior Notes and Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Components of Notes | The Notes consisted of the following (in thousands): September 30, 2020 December 31, 2019 2021 Notes 2024 Notes 2025 Notes 2027 Notes 2021 Notes 2024 Notes 2027 Notes Principal amounts: Principal $ 954,000 $ 1,150,000 $ 1,000,000 $ 700,000 $ 954,000 $ 1,150,000 $ 700,000 Unamortized debt discount and issuance costs (1) (48,468) (171,081) (120,234) (7,258) (84,652) (202,515) (8,033) Net carrying amount $ 905,532 $ 978,919 $ 879,766 $ 692,742 $ 869,348 $ 947,485 $ 691,967 Carrying amount of the equity component (2) $ 283,283 $ 254,981 $ 121,413 $ — $ 283,283 $ 254,981 $ — (1) Included in the consolidated balance sheets within convertible notes, short-term; convertible notes, long-term; and senior notes, long-term, and amortized over the remaining lives of the Notes. (2) Included in the consolidated balance sheets within additional paid-in capital. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) Per Share | The following table presents the calculation of basic and diluted net income (loss) per share for periods presented (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Basic net income (loss) per share: Numerator Net income (loss) $ 28,659 $ 36,522 $ (1,357,742) $ 1,346,886 Denominator Weighted-average common shares outstanding 793,065 774,580 787,831 770,755 Weighted-average restricted stock subject to repurchase (2,238) (1,791) (2,043) (2,036) Weighted-average shares used to compute basic net income (loss) per share 790,827 772,789 785,788 768,719 Basic net income (loss) per share attributable to common stockholders $ 0.04 $ 0.05 $ (1.73) $ 1.75 Diluted net income (loss) per share: Numerator Net income (loss) $ 28,659 $ 36,522 $ (1,357,742) $ 1,346,886 Denominator Number of shares used in basic computation 790,827 772,789 785,788 768,719 Weighted-average effect of dilutive securities: RSUs 12,194 12,950 — 11,348 Stock options 2,221 2,585 — 2,548 Other 1,141 2,199 — 1,828 Weighted-average shares used to compute diluted net income (loss) per share 806,383 790,523 785,788 784,443 Diluted net income (loss) per share attributable to common stockholders $ 0.04 $ 0.05 $ (1.73) $ 1.72 |
Summary of Potential Common Shares Excluded from Calculation of Diluted Net Income Per Share Attributable to Common Stockholders | The following numbers of potential common shares at the end of each period were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 RSUs 2,549 1,973 38,932 10,670 Warrants 32,412 44,454 32,412 44,454 Stock options 26 3 2,917 3 Shares subject to repurchase and others 3,317 2,660 7,930 3,177 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation Expense Allocated | Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenue $ 8,581 $ 5,757 $ 23,333 $ 16,778 Research and development 66,111 53,009 204,686 149,499 Sales and marketing 25,550 23,755 73,572 64,022 General and administrative 15,727 16,102 45,157 46,430 Total stock-based compensation expense $ 115,969 $ 98,623 $ 346,748 $ 276,729 |
PRSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of RSU Activity | The following table summarizes the activity related to the Company’s PRSUs for the nine months ended September 30, 2020 (in thousands, except per share data): PRSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2019 646 $ 31.52 Granted (100% target level) 729 $ 27.77 Vested (100% target level) (646) $ 31.52 Unvested and outstanding at September 30, 2020 729 $ 27.77 |
TSR RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of RSU Activity | The following table summarizes the activity related to the Company’s TSR RSUs for the nine months ended September 30, 2020 (in thousands, except per share data): TSR RSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2019 759 $ 41.15 Granted (100% target level) 487 $ 31.16 Additional earned performance shares related to 2019 grants 52 $ 54.97 Vested (116% target level) (381) $ 54.97 Unvested and outstanding at September 30, 2020 917 $ 30.90 |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of RSU Activity | The following table summarizes the activity related to the Company’s RSUs, excluding PRSUs and TSR RSUs, for the nine months ended September 30, 2020. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of each respective date (in thousands, except per share data): RSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2019 31,731 $ 29.74 Granted 20,923 $ 29.99 Vested (11,229) $ 26.94 Canceled (2,493) $ 30.52 Unvested and outstanding at September 30, 2020 38,932 $ 30.63 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Cash, cash equivalents, and short-term investments | $ 7,680,000 | $ 7,680,000 | |||||
Cumulative-effect adjustment on stockholders' equity attributable to parent | 7,812,088 | 7,812,088 | $ 8,704,386 | $ 8,415,642 | |||
Allowance for credit loss, period increase (decrease) | 900 | 15,400 | |||||
Retained earnings (Accumulated deficit) | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Cumulative-effect adjustment on stockholders' equity attributable to parent | $ (1,347,785) | $ (1,347,785) | $ (1,376,444) | 11,586 | $ (107,187) | $ (143,709) | $ (1,454,073) |
Retained earnings (Accumulated deficit) | Revision of prior period, change in accounting principle, adjustment | |||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | |||||||
Cumulative-effect adjustment on stockholders' equity attributable to parent | $ (1,629) |
Revenue - Revenue by Services a
Revenue - Revenue by Services and Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenue: | ||||
Revenue | $ 936,233 | $ 823,717 | $ 2,427,308 | $ 2,451,988 |
United States | ||||
Revenue: | ||||
Revenue | 512,637 | 465,409 | 1,345,948 | 1,352,966 |
Japan | ||||
Revenue: | ||||
Revenue | 132,392 | 128,797 | 371,763 | 397,539 |
Rest of World | ||||
Revenue: | ||||
Revenue | 291,204 | 229,511 | 709,597 | 701,483 |
Advertising services | ||||
Revenue: | ||||
Revenue | 808,449 | 702,257 | 2,052,635 | 2,108,846 |
Data licensing and other | ||||
Revenue: | ||||
Revenue | $ 127,784 | $ 121,460 | $ 374,673 | $ 343,142 |
Revenue - Summary of Contract B
Revenue - Summary of Contract Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Unbilled revenue | $ 37,241 | $ 27,691 |
Deferred revenue | $ 58,408 | $ 69,000 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue, revenue recognized | $ 35,300 | $ 69,000 |
Aggregate amount of transaction price allocated to remaining performance obligations | $ 836,537 | $ 836,537 |
Revenue - Summary of Revenue Ex
Revenue - Summary of Revenue Expected to Recognize on Remaining Performance Obligations Over the Time Periods (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 836,537 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 79,300 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 295,179 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 462,058 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Cash, Cash Equivalents and Sh_3
Cash, Cash Equivalents and Short-term Investments - Schedule of Components (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
Cash and cash equivalents: | |||
Cash | $ 234,497 | $ 254,405 | |
Total cash and cash equivalents | 2,201,073 | 1,799,082 | $ 1,869,444 |
Short-term investments: | |||
Debt securities, available-for-sale | 5,478,940 | 4,839,970 | |
Marketable equity securities | 1,034 | 0 | |
Total short-term investments | 5,479,974 | 4,839,970 | |
Money market funds | |||
Cash and cash equivalents: | |||
Total cash and cash equivalents | 1,620,552 | 465,158 | |
U.S. government and agency securities | |||
Short-term investments: | |||
Debt securities, available-for-sale | 956,442 | 660,860 | |
Corporate notes, commercial paper and certificates of deposit | |||
Cash and cash equivalents: | |||
Total cash and cash equivalents | 346,024 | 1,079,519 | |
Short-term investments: | |||
Debt securities, available-for-sale | $ 4,522,498 | $ 4,179,110 |
Cash, Cash Equivalents and Sh_4
Cash, Cash Equivalents and Short-term Investments - Contractual Maturities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Cash And Cash Equivalents And Marketable Securities [Abstract] | ||
Due within one year | $ 2,753,187 | |
Due after one year through five years | 2,725,753 | |
Total | $ 5,478,940 | $ 4,839,970 |
Cash, Cash Equivalents and Sh_5
Cash, Cash Equivalents and Short-term Investments - Summary of Unrealized Gains and Losses (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Gross Amortized Cost | $ 5,445,663 | $ 4,826,564 |
Gross Unrealized Gains | 33,774 | 14,182 |
Gross Unrealized Losses | (497) | (776) |
Debt securities, available-for-sale | 5,478,940 | 4,839,970 |
U.S. government and agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Amortized Cost | 954,625 | 660,361 |
Gross Unrealized Gains | 1,817 | 1,049 |
Gross Unrealized Losses | 0 | (550) |
Debt securities, available-for-sale | 956,442 | 660,860 |
Corporate notes, commercial paper and certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Amortized Cost | 4,491,038 | 4,166,203 |
Gross Unrealized Gains | 31,957 | 13,133 |
Gross Unrealized Losses | (497) | (226) |
Debt securities, available-for-sale | $ 4,522,498 | $ 4,179,110 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities, available-for-sale | $ 5,478,940 | $ 4,839,970 |
Marketable equity securities | 1,034 | 0 |
Other current assets | 404 | 3,756 |
Other current liabilities | 6,889 | 1,573 |
Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Marketable equity securities | 1,034 | |
Assets | 7,446,954 | 6,388,403 |
Liabilities | 6,889 | 1,573 |
Fair Value, Measurements, Recurring | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 404 | 3,756 |
Other current liabilities | 6,889 | 1,573 |
Fair Value, Measurements, Recurring | Money market funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 1,620,552 | 465,158 |
Fair Value, Measurements, Recurring | Corporate notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 9,085 | 8,246 |
Debt securities, available-for-sale | 2,928,802 | 2,468,429 |
Fair Value, Measurements, Recurring | Commercial paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 324,634 | 1,031,825 |
Debt securities, available-for-sale | 1,099,352 | 1,236,487 |
Fair Value, Measurements, Recurring | U.S. government and agency securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities, available-for-sale | 956,442 | 660,860 |
Fair Value, Measurements, Recurring | Certificates of deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 12,305 | 39,448 |
Debt securities, available-for-sale | 494,344 | 474,194 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Marketable equity securities | 1,034 | |
Assets | 1,621,586 | 465,158 |
Liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 0 | 0 |
Other current liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Money market funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 1,620,552 | 465,158 |
Fair Value, Measurements, Recurring | Level 1 | Corporate notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 0 | 0 |
Debt securities, available-for-sale | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Commercial paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 0 | 0 |
Debt securities, available-for-sale | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | U.S. government and agency securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities, available-for-sale | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Certificates of deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 0 | 0 |
Debt securities, available-for-sale | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Marketable equity securities | 0 | |
Assets | 5,825,368 | 5,923,245 |
Liabilities | 6,889 | 1,573 |
Fair Value, Measurements, Recurring | Level 2 | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 404 | 3,756 |
Other current liabilities | 6,889 | 1,573 |
Fair Value, Measurements, Recurring | Level 2 | Money market funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Corporate notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 9,085 | 8,246 |
Debt securities, available-for-sale | 2,928,802 | 2,468,429 |
Fair Value, Measurements, Recurring | Level 2 | Commercial paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 324,634 | 1,031,825 |
Debt securities, available-for-sale | 1,099,352 | 1,236,487 |
Fair Value, Measurements, Recurring | Level 2 | U.S. government and agency securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities, available-for-sale | 956,442 | 660,860 |
Fair Value, Measurements, Recurring | Level 2 | Certificates of deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 12,305 | 39,448 |
Debt securities, available-for-sale | $ 494,344 | $ 474,194 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Notional principal of foreign currency contracts outstanding | $ 470,500,000 | $ 470,500,000 | $ 456,100,000 | |||||
Net gain (losses) on foreign currency contracts | (7,100,000) | $ (9,600,000) | (18,300,000) | $ (14,500,000) | ||||
Convertible Notes | Convertible Notes Due 2021 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt instrument, principal amount | $ 954,000,000 | $ 954,000,000 | 954,000,000 | $ 954,000,000 | ||||
Debt Instrument, percentage | 1.00% | 1.00% | 1.00% | |||||
Convertible Notes | Convertible Notes Due 2024 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt instrument, principal amount | $ 1,150,000,000 | $ 1,150,000,000 | $ 1,150,000,000 | $ 1,150,000,000 | ||||
Debt Instrument, percentage | 0.25% | 0.25% | 0.25% | |||||
Convertible Notes | Convertible Notes Due 2025 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt instrument, principal amount | $ 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | |||||
Debt Instrument, percentage | 0.375% | 0.375% | 0.375% | 0.375% | ||||
Convertible Notes | Level 2 | Convertible Notes Due 2021 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Estimated fair value of notes based on a market approach | $ 949,000,000 | $ 949,000,000 | ||||||
Convertible Notes | Level 2 | Convertible Notes Due 2024 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Estimated fair value of notes based on a market approach | 1,260,000,000 | 1,260,000,000 | ||||||
Convertible Notes | Level 3 | Convertible Notes Due 2025 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Estimated fair value of notes based on a market approach | 1,280,000,000 | 1,280,000,000 | ||||||
Senior Notes | Senior Notes Due 2027 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt instrument, principal amount | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 | |||||
Debt Instrument, percentage | 3.875% | 3.875% | 3.875% | |||||
Senior Notes | Level 2 | Senior Notes Due 2027 | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||||
Debt instrument, fair value disclosure | $ 728,000,000 | $ 728,000,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Values of Outstanding Derivative Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Assets | ||
Foreign currency contracts not designated as hedging instruments | $ 404 | $ 3,756 |
Liabilities | ||
Foreign currency contracts not designated as hedging instruments | $ 6,889 | $ 1,573 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property and equipment, net | ||
Property and equipment, net | $ 3,199,402 | $ 2,582,431 |
Less: Accumulated depreciation and amortization | (1,806,682) | (1,550,650) |
Property and equipment, net | 1,392,720 | 1,031,781 |
Equipment | ||
Property and equipment, net | ||
Property and equipment, net | 1,683,628 | 1,445,003 |
Furniture and leasehold improvements | ||
Property and equipment, net | ||
Property and equipment, net | 362,599 | 347,983 |
Capitalized software | ||
Property and equipment, net | ||
Property and equipment, net | 769,879 | 688,894 |
Construction in progress | ||
Property and equipment, net | ||
Property and equipment, net | $ 383,296 | $ 100,551 |
Property and Equipment, Net - B
Property and Equipment, Net - By Geographic (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Property and equipment, net: | ||
Property and equipment, net | $ 1,392,720 | $ 1,031,781 |
United States | ||
Property and equipment, net: | ||
Property and equipment, net | 1,359,952 | 999,552 |
International | ||
Property and equipment, net: | ||
Property and equipment, net | $ 32,768 | $ 32,229 |
Operating and Finance Leases -
Operating and Finance Leases - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Right-of-use asset obtained in exchange for operating lease liability | $ 253,900 | $ 34,000 |
Operating and Finance Leases _2
Operating and Finance Leases - Summary of Future Lease Payments under Leases and Sublease Income (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Leases | ||
Remainder of 2020 | $ 37,771 | |
2021 | 220,364 | |
2022 | 218,230 | |
2023 | 143,583 | |
2024 | 143,242 | |
Thereafter | 630,098 | |
Total future lease payments (receipts) | 1,393,288 | |
Less: leases not yet commenced | (367,190) | |
Less: imputed interest | (137,579) | |
Total lease liabilities | 888,519 | |
Finance Leases | ||
Remainder of 2020 | 2,528 | |
2021 | 569 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total future lease payments (receipts) | 3,097 | |
Less: leases not yet commenced | 0 | |
Less: imputed interest | (21) | |
Total lease liabilities | 3,076 | |
Total | ||
Remainder of 2020 | 40,299 | |
2021 | 220,933 | |
2022 | 218,230 | |
2023 | 143,583 | |
2024 | 143,242 | |
Thereafter | 630,098 | |
Total future lease payments (receipts) | 1,396,385 | |
Less: leases not yet commenced | (367,190) | |
Less: imputed interest | (137,600) | |
Total lease liabilities | 891,595 | |
Sublease Income | ||
Remainder of 2020 | (2,715) | |
2021 | (8,920) | |
2022 | (1,325) | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total future lease payments (receipts) | (12,960) | |
Reconciliation of lease liabilities as shown in the consolidated balance sheets | ||
Operating lease liabilities, short-term | 161,508 | $ 146,959 |
Operating lease liabilities, long-term | 727,011 | 609,245 |
Operating lease liabilities | 888,519 | |
Finance lease liabilities, short-term | 3,076 | $ 23,476 |
Finance lease liabilities | 3,076 | |
Total lease liabilities | $ 891,595 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill Activities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill | |
Beginning balance | $ 1,256,699 |
Acquisitions | 33,080 |
Other | (632) |
Ending balance | $ 1,289,147 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment charges on goodwill | $ 0 | $ 0 | ||
Amortization of intangible assets | $ 5,400,000 | $ 3,800,000 | $ 18,000,000 | $ 12,500,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 118,436 | $ 96,636 |
Accumulated Amortization | (59,513) | (41,530) |
Net Carrying Value | 58,923 | 55,106 |
Patents and developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 115,203 | 96,636 |
Accumulated Amortization | (57,880) | (41,530) |
Net Carrying Value | 57,323 | $ 55,106 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 3,233 | |
Accumulated Amortization | (1,633) | |
Net Carrying Value | $ 1,600 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2020 | $ 5,425 | |
2021 | 18,249 | |
2022 | 13,022 | |
2023 | 7,843 | |
2024 | 6,026 | |
Thereafter | 8,358 | |
Net Carrying Value | $ 58,923 | $ 55,106 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 157,334 | $ 190,465 |
Federal Trade Commission accrual | 150,000 | 0 |
Deferred revenue | 57,180 | 68,987 |
Accrued publisher, content and ad network costs | 38,490 | 45,265 |
Accrued professional services | 34,240 | 38,596 |
Accrued tax liabilities | 31,710 | 45,967 |
Accrued other | 154,931 | 111,613 |
Total | $ 623,885 | $ 500,893 |
Acquisitions and Other Invest_2
Acquisitions and Other Investments - 2020 Acquisition (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,289,147 | $ 1,256,699 |
Other acquisitions | ||
Business Acquisition [Line Items] | ||
Purchase price of acquisition | 46,100 | |
Acquisition purchase price allocated to net assets | 4,200 | |
Goodwill | 33,100 | |
Other acquisitions | Developed Technology Rights | ||
Business Acquisition [Line Items] | ||
Acquisition purchase price allocated to finite lived intangible assets | $ 8,800 | |
Intangible assets, estimated useful life | 3 years |
Acquisitions and Other Invest_3
Acquisitions and Other Investments - Investments in Privately-Held Companies (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Schedule of Investments [Line Items] | |||||
Carrying value of investments | $ 77,300,000 | $ 77,300,000 | $ 77,700,000 | ||
Impairment charge | 8,842,000 | $ 1,550,000 | |||
Other Expense | |||||
Schedule of Investments [Line Items] | |||||
Impairment charge | 300,000 | $ 0 | 8,800,000 | 1,600,000 | |
Gain on sale of investments | $ 0 | $ 0 | $ 0 | $ 10,200,000 |
Senior Notes and Convertible _3
Senior Notes and Convertible Notes - Additional Information (Details) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Mar. 31, 2020USD ($)d$ / shares | Dec. 31, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||||||||
Amortization of debt discount, prior to capitalization of interest | $ 29,600,000 | $ 33,100,000 | $ 82,400,000 | $ 101,600,000 | ||||
Coupon interest expense | 10,900,000 | $ 3,600,000 | 31,700,000 | $ 11,000,000 | ||||
Convertible notes, long-term | $ 1,816,833,000 | $ 1,858,685,000 | $ 1,858,685,000 | |||||
Convertible Notes Due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price (USD per share) | $ / shares | $ 41.50 | $ 41.50 | ||||||
Convertible Notes Due 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price (USD per share) | $ / shares | 77.64 | 77.64 | ||||||
Convertible Notes Due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price (USD per share) | $ / shares | $ 57.14 | $ 57.14 | ||||||
Senior Notes | Senior Notes Due 2027 | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal | 700,000,000 | $ 700,000,000 | $ 700,000,000 | |||||
Proceeds from offerings, net of transaction costs | 691,900,000 | |||||||
Debt issuance costs | $ 8,100,000 | |||||||
Debt instrument, interest rate percentage | 3.875% | 3.875% | 3.875% | |||||
Remaining period for convertible debt | 86 months | |||||||
Convertible Notes | Convertible Notes Due 2025 | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal | $ 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | |||||
Proceeds from offerings, net of transaction costs | 985,300,000 | |||||||
Debt issuance costs | $ 14,700,000 | |||||||
Debt instrument, interest rate percentage | 0.375% | 0.375% | 0.375% | 0.375% | ||||
Remaining period for convertible debt | 53 months | |||||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 130.00% | |||||||
Carrying amount of the equity component | $ 121,400,000 | $ 121,413,000 | $ 121,413,000 | |||||
Effective interest rate for equity component | 2.99% | |||||||
Equity component of the convertible note issuance, net | $ 1,800,000 | |||||||
Amortization of discount on convertible notes | $ 12,900,000 | |||||||
Convertible notes, long-term | 879,766,000 | 879,766,000 | ||||||
Redemption price percentage | 100.00% | |||||||
Convertible debt instrument, consecutive trading days threshold | d | 30 | |||||||
Convertible debt instrument, trading days threshold | d | 20 | |||||||
Convertible Notes | Convertible Notes Due 2025 | Common stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price (USD per share) | $ / shares | $ 41.50 | |||||||
Debt Instrument, conversion ratio | 0.0240964 | |||||||
Convertible Notes | Convertible Notes Due 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal | $ 954,000,000 | $ 954,000,000 | $ 954,000,000 | $ 954,000,000 | ||||
Proceeds from offerings, net of transaction costs | 939,500,000 | |||||||
Debt issuance costs | $ 200,000 | |||||||
Debt instrument, interest rate percentage | 1.00% | 1.00% | 1.00% | |||||
Debt discount | $ 14,300,000 | |||||||
Remaining period for convertible debt | 11 months | |||||||
Carrying amount of the equity component | 283,283,000 | $ 283,283,000 | $ 283,283,000 | |||||
Convertible notes, long-term | 869,348,000 | 905,532,000 | 905,532,000 | |||||
Convertible Notes | Convertible Notes Due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal | 1,150,000,000 | $ 1,150,000,000 | $ 1,150,000,000 | $ 1,150,000,000 | ||||
Proceeds from offerings, net of transaction costs | 1,140,000,000 | |||||||
Debt issuance costs | $ 12,300,000 | |||||||
Debt instrument, interest rate percentage | 0.25% | 0.25% | 0.25% | |||||
Remaining period for convertible debt | 44 months | |||||||
Carrying amount of the equity component | 254,981,000 | $ 254,981,000 | $ 254,981,000 | |||||
Convertible notes, long-term | $ 947,485,000 | $ 978,919,000 | $ 978,919,000 |
Senior Notes and Convertible _4
Senior Notes and Convertible Notes - Components of Notes (Details) - USD ($) | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2014 |
Principal amounts: | |||||
Net carrying amount | $ 1,858,685,000 | $ 1,816,833,000 | |||
Net carrying amount | 692,742,000 | 691,967,000 | |||
Convertible Notes | Convertible Notes Due 2021 | |||||
Principal amounts: | |||||
Principal | 954,000,000 | 954,000,000 | $ 954,000,000 | ||
Unamortized debt discount and issuance costs | (48,468,000) | (84,652,000) | |||
Net carrying amount | 905,532,000 | 869,348,000 | |||
Carrying amount of the equity component | 283,283,000 | 283,283,000 | |||
Convertible Notes | Convertible Notes Due 2024 | |||||
Principal amounts: | |||||
Principal | 1,150,000,000 | 1,150,000,000 | $ 1,150,000,000 | ||
Unamortized debt discount and issuance costs | (171,081,000) | (202,515,000) | |||
Net carrying amount | 978,919,000 | 947,485,000 | |||
Carrying amount of the equity component | 254,981,000 | 254,981,000 | |||
Convertible Notes | Convertible Notes Due 2025 | |||||
Principal amounts: | |||||
Principal | 1,000,000,000 | $ 1,000,000,000 | |||
Unamortized debt discount and issuance costs | (120,234,000) | ||||
Net carrying amount | 879,766,000 | ||||
Carrying amount of the equity component | 121,413,000 | $ 121,400,000 | |||
Senior Notes | Senior Notes Due 2027 | |||||
Principal amounts: | |||||
Principal | 700,000,000 | 700,000,000 | |||
Unamortized debt discount and issuance costs | (7,258,000) | (8,033,000) | |||
Net carrying amount | 692,742,000 | 691,967,000 | |||
Carrying amount of the equity component | $ 0 | $ 0 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Calculation of EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Numerator | ||||
Net income (loss) | $ 28,659 | $ 36,522 | $ (1,357,742) | $ 1,346,886 |
Denominator | ||||
Weighted-average common shares outstanding (shares) | 793,065 | 774,580 | 787,831 | 770,755 |
Weighted-average restricted stock subject to repurchase (shares) | (2,238) | (1,791) | (2,043) | (2,036) |
Weighted-average shares used to compute basic net income per share (shares) | 790,827 | 772,789 | 785,788 | 768,719 |
Basic net income per share attributable to common stockholders (USD per share) | $ 0.04 | $ 0.05 | $ (1.73) | $ 1.75 |
Numerator | ||||
Net income (loss) | $ 28,659 | $ 36,522 | $ (1,357,742) | $ 1,346,886 |
Denominator | ||||
Number of shares used in basic computation (shares) | 790,827 | 772,789 | 785,788 | 768,719 |
Weighted-average effect of dilutive securities: | ||||
RSUs (shares) | 12,194 | 12,950 | 0 | 11,348 |
Stock options (shares) | 2,221 | 2,585 | 0 | 2,548 |
Other (shares) | 1,141 | 2,199 | 0 | 1,828 |
Weighted-average shares used to compute diluted net income (loss) per share | 806,383 | 790,523 | 785,788 | 784,443 |
Diluted net income per share attributable to common stockholders (USD per share) | $ 0.04 | $ 0.05 | $ (1.73) | $ 1.72 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
RSUs | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share | 2,549 | 1,973 | 38,932 | 10,670 |
Warrants | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share | 32,412 | 44,454 | 32,412 | 44,454 |
Stock options | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share | 26 | 3 | 2,917 | 3 |
Shares subject to repurchase and others | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share | 3,317 | 2,660 | 7,930 | 3,177 |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Convertible Notes Due 2021 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Conversion spread will have a dilutive impact on diluted net income per share of common stock (shares) | shares | 12,300,000 |
Conversion price (USD per share) | $ 77.64 |
Exercise price of the warrants (USD per share) | $ 105.28 |
Convertible Notes Due 2024 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Conversion spread will have a dilutive impact on diluted net income per share of common stock (shares) | shares | 20,100,000 |
Conversion price (USD per share) | $ 57.14 |
Exercise price of the warrants (USD per share) | $ 80.20 |
Convertible Notes Due 2025 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Conversion spread will have a dilutive impact on diluted net income per share of common stock (shares) | shares | 24,100,000 |
Conversion price (USD per share) | $ 41.50 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized to be repurchased (in shares) | 2,000,000,000 | |||||
Stock repurchased during period (in shares) | 0 | |||||
Issuance of common stock upon purchases under employee stock purchase plan (shares) | 1,400,000 | 900,000 | ||||
Employee stock purchase plan (ESOP), weighted average purchase price of shares purchased | $ 24.65 | $ 27.96 | ||||
Stock options outstanding (shares) | 2,900,000 | 2,900,000 | 3,200,000 | |||
Gross unamortized stock-based compensation expense related to unvested awards | $ 1,130 | $ 1,130 | ||||
Unrecognized share-based compensation expense, weighted average recognition period | 2 years 9 months 18 days | |||||
Internal Use Software and Website Development Costs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation, capitalized amount | $ 10.2 | $ 9.9 | $ 29.1 | $ 29.5 | ||
Restricted Common Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted (shares) | 1,400,000 | |||||
Weighted average grant date fair value (USD per share) | $ 34.30 | |||||
Number of unvested restricted common shares (shares) | 2,000,000 | 2,000,000 | 1,400,000 | |||
Restricted Common Stock | All Acquisitions | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity compensation service period | 4 years | |||||
PRSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted (shares) | 729,000 | |||||
Weighted average grant date fair value (USD per share) | $ 27.77 | |||||
Number of unvested restricted common shares (shares) | 729,000 | 729,000 | 646,000 | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | 1 year | ||||
Fair value of stock units vested | $ 22.7 | 23.2 | ||||
TSR RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted (shares) | 487,000 | |||||
Weighted average grant date fair value (USD per share) | $ 31.16 | |||||
Number of unvested restricted common shares (shares) | 917,000 | 917,000 | 759,000 | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | 2 years | ||||
Fair value of stock units vested | $ 13.4 | 3.7 | ||||
TSR RSUs | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years | |||||
TSR RSUs | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | |||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares granted (shares) | 20,923,000 | |||||
Weighted average grant date fair value (USD per share) | $ 29.99 | |||||
Number of unvested restricted common shares (shares) | 38,932,000 | 38,932,000 | 31,731,000 | |||
Fair value of stock units vested | $ 147.7 | $ 133.7 | $ 363.6 | $ 353.1 | ||
2013 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for issuance (shares) | 60,000,000 | 60,000,000 | ||||
Outstanding shares of common stock percentage | 5.00% | |||||
2013 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for issuance (shares) | 11,300,000 | 11,300,000 | ||||
Outstanding shares of common stock percentage | 1.00% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of PRSUs Activity (Details) - PRSUs shares in Thousands | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Shares | |
Unvested and outstanding, beginning of period (shares) | shares | 646 |
Granted (shares) | shares | 729 |
Vested (shares) | shares | (646) |
Unvested and outstanding, end of period (shares) | shares | 729 |
Weighted- Average Grant- Date Fair Value Per Share | |
Unvested and outstanding, beginning of period (USD per share) | $ / shares | $ 31.52 |
Granted (USD per share) | $ / shares | 27.77 |
Vested (USD per share) | $ / shares | 31.52 |
Unvested and outstanding, end of period (USD per share) | $ / shares | $ 27.77 |
Shares granted, percentage of target level | 100.00% |
Shares vested, percentage of target level | 100.00% |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of TSR RSUs Activity (Details) - TSR RSUs shares in Thousands | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Shares | |
Unvested and outstanding, beginning of period (shares) | shares | 759 |
Additional earned performance shares related to 2019 grants (shares) | shares | 52 |
Granted (shares) | shares | 487 |
Vested (shares) | shares | (381) |
Unvested and outstanding, end of period (shares) | shares | 917 |
Weighted- Average Grant- Date Fair Value Per Share | |
Unvested and outstanding, beginning of period (USD per share) | $ / shares | $ 41.15 |
Granted (USD per share) | $ / shares | 31.16 |
Additional earned performance shares related to 2019 grants (USD per share) | $ / shares | 54.97 |
Vested (USD per share) | $ / shares | 54.97 |
Unvested and outstanding, end of period (USD per share) | $ / shares | $ 30.90 |
Shares granted, percentage of target level | 100.00% |
Shares vested, percentage of target level | 116.00% |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of RSU Activity Excluding PRSUs and TSR RSUs (Details) - RSUs shares in Thousands | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Shares | |
Unvested and outstanding, beginning of period (shares) | shares | 31,731 |
Granted (shares) | shares | 20,923 |
Vested (shares) | shares | (11,229) |
Canceled (shares) | shares | (2,493) |
Unvested and outstanding, end of period (shares) | shares | 38,932 |
Weighted- Average Grant- Date Fair Value Per Share | |
Unvested and outstanding, beginning of period (USD per share) | $ / shares | $ 29.74 |
Granted (USD per share) | $ / shares | 29.99 |
Vested (USD per share) | $ / shares | 26.94 |
Canceled (USD per share) | $ / shares | 30.52 |
Unvested and outstanding, end of period (USD per share) | $ / shares | $ 30.63 |
Stockholders' Equity - Compensa
Stockholders' Equity - Compensation Expense Allocated (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 115,969 | $ 98,623 | $ 346,748 | $ 276,729 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 8,581 | 5,757 | 23,333 | 16,778 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 66,111 | 53,009 | 204,686 | 149,499 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 25,550 | 23,755 | 73,572 | 64,022 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 15,727 | $ 16,102 | $ 45,157 | $ 46,430 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Tax Contingency [Line Items] | |||||
Provision (benefit) for income taxes | $ 1,024 | $ 11,241 | $ 1,082,784 | $ (1,114,841) | |
Income tax benefit excluding provision for income taxes related to establishment of deferred tax asset valuation allowance | 18,600 | ||||
Benefit for income taxes related to deferred tax assets | 1,210,000 | ||||
Income tax expense excluding benefit from income taxes related to establishment of deferred tax asset from intra-entity transfer of intangible asset | 92,000 | ||||
Deferred tax assets, net of valuation allowance | 792,400 | 792,400 | |||
Change in deferred tax assets valuation allowance | (1,100,000) | (1,101,374) | $ 0 | ||
Unrecognized tax benefits | 441,300 | 441,300 | |||
Unrecognized tax benefits, if recognized, would affect the effective tax rate | 363,000 | 363,000 | |||
Forecast | |||||
Income Tax Contingency [Line Items] | |||||
Unrecognized tax benefits, decrease resulting from prior period tax positions | $ 91,900 | ||||
Foreign Tax Authority | |||||
Income Tax Contingency [Line Items] | |||||
Income taxes related to establishment of deferred tax asset valuation allowance | 1,100,000 | ||||
Deferred tax assets, valuation allowance | $ 1,100,000 | $ 1,100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 |
Unfavorable Regulatory Action | Federal Trade Commissions | |||
Other Commitments [Line Items] | |||
Loss contingency accrual | $ 150,000,000 | $ 150,000,000 | |
Minimum | Unfavorable Regulatory Action | Federal Trade Commissions | |||
Other Commitments [Line Items] | |||
Loss contingency, estimate of possible loss | 150,000,000 | ||
Maximum | Unfavorable Regulatory Action | Federal Trade Commissions | |||
Other Commitments [Line Items] | |||
Loss contingency, estimate of possible loss | $ 250,000,000 | ||
Convertible Notes Due 2025 | |||
Other Commitments [Line Items] | |||
2021-2022 | 7,500,000 | ||
2023-2024 | 7,500,000 | ||
Thereafter | 1,000,000,000 | ||
Convertible Notes Due 2025 | Convertible Notes | |||
Other Commitments [Line Items] | |||
Debt instrument, principal amount | 1,000,000,000 | $ 1,000,000,000 | |
Revolving Credit Facility | |||
Other Commitments [Line Items] | |||
Unsecured revolving credit facility | 500,000,000 | ||
Line of credit facility amount | $ 0 |
Uncategorized Items - twtr-2020
Label | Element | Value |
Restricted Cash and Cash Equivalents, Noncurrent | us-gaap_RestrictedCashAndCashEquivalentsNoncurrent | $ 20,439,000 |
Restricted Cash and Cash Equivalents, Noncurrent | us-gaap_RestrictedCashAndCashEquivalentsNoncurrent | 26,135,000 |
Restricted Cash and Cash Equivalents, Current | us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue | 2,251,000 |
Restricted Cash and Cash Equivalents, Current | us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue | $ 1,869,000 |