Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 23, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36164 | |
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 $0.000005 per share | |
Trading Symbol | TWTR | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 798,126,631 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001418091 | |
Current Fiscal Year End Date | --12-31 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 4,248,702 | $ 1,988,429 |
Short-term investments | 4,557,585 | 5,483,873 |
Accounts receivable, net of allowance for doubtful accounts of $13,741 and $16,946 | 850,075 | 1,041,743 |
Prepaid expenses and other current assets | 207,380 | 123,063 |
Total current assets | 9,863,742 | 8,637,108 |
Property and equipment, net | 1,620,001 | 1,493,794 |
Operating lease right-of-use assets | 1,001,109 | 930,139 |
Intangible assets, net | 62,718 | 58,338 |
Goodwill | 1,316,461 | 1,312,346 |
Deferred tax assets, net | 933,245 | 796,326 |
Other assets | 186,799 | 151,039 |
Total assets | 14,984,075 | 13,379,090 |
Current liabilities: | ||
Accounts payable | 219,899 | 194,281 |
Accrued and other current liabilities | 684,697 | 663,532 |
Convertible notes, short-term | 953,046 | 917,866 |
Operating lease liabilities, short-term | 179,051 | 177,147 |
Total current liabilities | 2,036,693 | 1,952,826 |
Convertible notes, long-term | 3,552,784 | 1,875,878 |
Senior notes, long-term | 693,241 | 692,994 |
Operating lease liabilities, long-term | 899,757 | 819,748 |
Deferred and other long-term tax liabilities, net | 32,033 | 31,463 |
Other long-term liabilities | 32,917 | 36,099 |
Total liabilities | 7,247,425 | 5,409,008 |
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; 798,083 and 796,000 shares issued and outstanding | 4 | 4 |
Additional paid-in capital | 8,551,763 | 9,167,138 |
Treasury stock, at cost-- 83 and 98 shares | (5,297) | (5,297) |
Accumulated other comprehensive loss | (96,932) | (66,094) |
Accumulated deficit | (712,888) | (1,125,669) |
Total stockholders' equity | 7,736,650 | 7,970,082 |
Total liabilities and stockholders' equity | $ 14,984,075 | $ 13,379,090 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 13,741 | $ 16,946 |
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) | 798,083,000 | 796,000,000 |
Common stock, shares outstanding (shares) | 798,083,000 | 796,000,000 |
Treasury stock, shares (in shares) | 83,000 | 98,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 1,036,018 | $ 807,637 |
Costs and expenses | ||
Cost of revenue | 381,008 | 284,037 |
Research and development | 250,709 | 200,388 |
Sales and marketing | 234,592 | 221,287 |
General and administrative | 117,527 | 109,368 |
Total costs and expenses | 983,836 | 815,080 |
Income (loss) from operations | 52,182 | (7,443) |
Interest expense | (13,185) | (33,270) |
Interest income | 11,001 | 32,897 |
Other income (expense), net | 6 | (7,719) |
Income (loss) before income taxes | 50,004 | (15,535) |
Benefit from income taxes | (18,001) | (7,139) |
Net income (loss) | $ 68,005 | $ (8,396) |
Net income per share attributable to common stockholders: | ||
Basic (USD per share) | $ 0.09 | $ (0.01) |
Diluted (USD per share) | $ 0.08 | $ (0.01) |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: | ||
Basic (shares) | 795,633 | 780,688 |
Diluted (shares) | 872,187 | 780,688 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 68,005 | $ (8,396) |
Other comprehensive income (loss), net of tax: | ||
Change in unrealized gain (loss) on investments in available-for-sale equity securities | (11,018) | (26,360) |
Change in foreign currency translation adjustment | (19,820) | (61,103) |
Net change in accumulated other comprehensive income (loss) | (30,838) | (87,463) |
Comprehensive income (loss) | $ 37,167 | $ (95,859) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Additional paid-in capitalCumulative Effect, Period of Adoption, Adjustment | Treasury Stock | Accumulated other comprehensive loss | Retained earnings (Accumulated deficit) | Retained earnings (Accumulated deficit)Cumulative Effect, Period of Adoption, Adjustment |
Balance, beginning of period (shares) at Dec. 31, 2019 | 779,619,000 | |||||||
Balance, beginning of period at Dec. 31, 2019 | $ 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) | 4,225,000 | |||||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation (shares) | 412,000 | |||||||
Exercise of stock options (shares) | 181,000 | |||||||
Shares withheld related to net share settlement of equity awards (shares) | (337,000) | |||||||
Issuance of common stock in connection with acquisitions | 1,312 | |||||||
Exercise of stock options | 305 | |||||||
Shares withheld related to net share settlement of equity awards | (11,693) | |||||||
Stock-based compensation | 106,596 | |||||||
Equity component of the convertible note issuance, net | 92,209 | |||||||
Purchases of convertible note hedges | $ 0 | |||||||
Other comprehensive income (loss) | (87,463) | (87,463) | ||||||
Net income (loss) | $ (8,396) | (8,396) | ||||||
Balance, end of period (shares) at Mar. 31, 2020 | 784,100,000 | 784,100,000 | ||||||
Balance, end of period at Mar. 31, 2020 | $ 8,795,627 | $ 4 | 8,952,059 | (157,997) | 1,561 | |||
Balance, beginning of period (shares) at Dec. 31, 2020 | 796,000,000 | |||||||
Balance, beginning of period at Dec. 31, 2020 | 7,970,082 | $ 4 | 9,167,138 | $ (567,547) | $ (5,297) | (66,094) | (1,125,669) | $ 344,776 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock in connection with RSU vesting (shares) | 4,400,000 | |||||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation (shares) | 38,000 | |||||||
Exercise of stock options (shares) | 523,000 | |||||||
Shares withheld related to net share settlement of equity awards (shares) | (155,000) | |||||||
Exercise of stock options | 1,957 | |||||||
Shares withheld related to net share settlement of equity awards | (10,569) | |||||||
Stock-based compensation | 125,399 | |||||||
Equity component of the convertible note issuance, net | 0 | |||||||
Purchases of convertible note hedges | $ (213,469) | (213,469) | ||||||
Tax related to purchase of convertible note hedge | (49,262) | |||||||
Issuance of warrants | 161,144 | |||||||
Repurchased of common stock (in shares) | (2,700,000) | (2,723,000) | ||||||
Repurchases of common stock | $ (161,600) | (161,552) | (5,297) | |||||
Retirement of treasury stock (in shares) | 5,297 | |||||||
Other comprehensive income (loss) | (30,838) | (30,838) | ||||||
Net income (loss) | $ 68,005 | 68,005 | ||||||
Balance, end of period (shares) at Mar. 31, 2021 | 798,083,000 | 798,083,000 | ||||||
Balance, end of period at Mar. 31, 2021 | $ 7,736,650 | $ 4 | $ 8,551,763 | $ (5,297) | $ (96,932) | $ (712,888) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | |||||
Net income (loss) | $ 68,005 | $ (8,396) | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Depreciation and amortization expense | 131,052 | 120,649 | |||
Stock-based compensation expense | 110,873 | 97,903 | |||
Amortization of discount on convertible notes | 0 | 21,504 | |||
Bad debt expense | (1,405) | 14,067 | |||
Deferred income taxes | (23,873) | (7,024) | |||
Impairment of investments in privately-held companies | 0 | 8,003 | |||
Other adjustments | 4,739 | (8,425) | |||
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | |||||
Accounts receivable | 189,297 | 168,932 | |||
Prepaid expenses and other assets | (80,989) | (6,252) | |||
Operating lease right-of-use assets | 49,246 | 38,749 | |||
Accounts payable | (24,808) | (14,480) | |||
Accrued and other liabilities | 6,382 | (139,168) | |||
Operating lease liabilities | (38,335) | (39,295) | |||
Net cash provided by operating activities | 390,184 | 246,767 | |||
Cash flows from investing activities | |||||
Purchases of property and equipment | (181,181) | (122,667) | |||
Proceeds from sales of property and equipment | 1,835 | 1,623 | |||
Purchases of marketable securities | (1,370,830) | (1,233,530) | |||
Proceeds from maturities of marketable securities | 1,221,461 | 1,125,634 | |||
Proceeds from sales of marketable securities | 1,067,603 | 722,253 | |||
Purchases of investments in privately-held companies | (30,867) | (1,339) | |||
Purchases of investments in privately-held companies | (10,200) | 0 | |||
Business combinations, net of cash acquired | (8,378) | (14,780) | |||
Other investing activities | (9,085) | (11,050) | |||
Net cash provided by investing activities | 680,358 | 466,144 | |||
Cash flows from financing activities | |||||
Proceeds from issuance of convertible notes | 1,437,500 | 1,000,000 | |||
Purchases of convertible note hedges | (213,469) | 0 | |||
Proceeds from issuance of warrants concurrent with note hedges | 161,144 | 0 | |||
Debt issuance costs | (16,769) | (14,662) | |||
Repurchases of common stock | (161,552) | 0 | |||
Taxes paid related to net share settlement of equity awards | (10,569) | (11,693) | |||
Payments of finance lease obligations | (565) | (9,966) | |||
Proceeds from exercise of stock options | 1,958 | 305 | |||
Net cash provided by financing activities | 1,197,678 | 963,984 | |||
Net increase in cash, cash equivalents and restricted cash | 2,268,220 | 1,676,895 | |||
Foreign exchange effect on cash, cash equivalents and restricted cash | (8,018) | (11,948) | |||
Cash, cash equivalents and restricted cash at beginning of period | 2,011,276 | 1,827,666 | $ 1,827,666 | ||
Cash, cash equivalents and restricted cash at end of period | 4,271,478 | 3,492,613 | 2,011,276 | ||
Supplemental disclosures of non-cash investing and financing activities | |||||
Common stock issued in connection with acquisitions | 0 | 1,312 | |||
Changes in accrued property and equipment purchases | 57,030 | 38,512 | |||
Reconciliation of cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows | |||||
Cash and cash equivalents | 4,248,702 | 3,463,349 | 1,988,429 | ||
Restricted cash included in prepaid expenses and other current assets | $ 3,516 | $ 1,846 | |||
Restricted cash included in other assets | 19,260 | 27,418 | |||
Total cash, cash equivalents and restricted cash | $ 4,271,478 | $ 3,492,613 | $ 1,827,666 | $ 4,271,478 | $ 3,492,613 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of Twitter, Inc. and its wholly-owned subsidiaries (collectively, “Twitter” or the “Company”). 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, 2020. 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 due to risks and uncertainties, including uncertainty in the current economic environment due to the global impact of the COVID-19 pandemic. 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 Recently adopted accounting pronouncements In August 2020, the Financial Accounting Standards Board (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. The Company early adopted this new guidance using the modified retrospective method as of January 1, 2021. The adoption of this new guidance resulted in an increase of $254.6 million and $34.7 million to "Convertible notes, long-term" and "Convertible notes, short-term", respectively, to reflect the full principal amount of the Convertible Notes (as defined below) outstanding, net of issuance costs, a reduction of $567.5 million to additional paid-in capital, net of estimated income tax effects, to remove the equity component separately recorded for the conversion features associated with the Convertible Notes, an increase to deferred tax assets, net of $66.6 million, and a cumulative-effect adjustment of $344.8 million, net of estimated income tax effects, reducing the beginning balance of accumulated deficit as of January 1, 2021. The adoption of this new guidance reduced interest expense by $27.6 million in the three months ended March 31, 2021. In addition, the adoption requires the use of the if-converted method for all convertible notes in the diluted net income (loss) per share calculation and the inclusion of the effect of potential share settlement of the convertible notes, if the effect is more dilutive. The use of the if-converted method increased the number of potentially dilutive shares by 46.2 million shares and had no impact on the diluted income per share amount in the three months ended March 31, 2021. With the exception of the standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2021, 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, 2020, that are of significance or potential significance to the Company. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 2020 Revenue by services: Advertising services $ 898,840 $ 682,192 Data licensing and other 137,178 125,445 Total revenue $ 1,036,018 $ 807,637 Three Months Ended March 31, 2021 2020 Revenue by geographic area: United States $ 556,220 $ 468,430 Japan 169,964 131,132 Rest of World 309,834 208,075 Total revenue $ 1,036,018 $ 807,637 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. As of March 31, 2021, the Company recorded an immaterial amount of allowance for credit losses on 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): March 31, December 31, Unbilled revenue $ 44,166 $ 44,063 Deferred revenue $ 72,603 $ 62,191 The amount of revenue recognized in the three months ended March 31, 2021 that was included in the deferred revenue balance as of December 31, 2020 was $40.1 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, 2020 to March 31, 2021 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 increase in the deferred revenue balance from December 31, 2020 to March 31, 2021 was primarily due to cash payments received or due in advance of satisfying the Company’s performance obligations for data licensing contracts and bonus ads inventory offered to customers during the period, offset by the delivery of performance obligations and bonus ads inventory. Remaining Performance Obligations As of March 31, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations in contracts with an original expected duration exceeding one year is $702.5 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 Total Remainder of 2021 2022 2023 and Thereafter Revenue expected to be recognized on remaining performance obligations $ 702,495 $ 229,697 $ 200,799 $ 271,999 |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-term Investments | 3 Months Ended |
Mar. 31, 2021 | |
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): March 31, December 31, Cash and cash equivalents: Cash $ 289,128 $ 285,002 Money market funds 3,627,215 1,158,927 Corporate notes, commercial paper and certificates of deposit 332,359 544,500 Total cash and cash equivalents $ 4,248,702 $ 1,988,429 Short-term investments: U.S. government and agency securities $ 634,852 $ 910,259 Corporate notes, commercial paper and certificates of deposit 3,921,181 4,572,394 Marketable equity securities 1,552 1,220 Total short-term investments $ 4,557,585 $ 5,483,873 The contractual maturities of debt securities classified as available-for-sale as of March 31, 2021 were as follows (in thousands): March 31, Due within one year $ 2,219,683 Due after one year through five years 2,336,350 Total $ 4,556,033 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): March 31, 2021 Gross Gross Gross Aggregated U.S. government and agency securities $ 634,614 $ 465 $ (227) $ 634,852 Corporate notes, commercial paper and certificates of deposit 3,904,564 18,183 (1,566) 3,921,181 Total available-for-sale debt securities classified as short-term investments $ 4,539,178 $ 18,648 $ (1,793) $ 4,556,033 December 31, 2020 Gross Gross Gross Aggregated U.S. government and agency securities $ 909,092 $ 1,177 $ (10) $ 910,259 Corporate notes, commercial paper and certificates of deposit 4,545,687 26,939 (232) 4,572,394 Total available-for-sale debt securities classified as short-term investments $ 5,454,779 $ 28,116 $ (242) $ 5,482,653 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 March 31, 2021 and December 31, 2020. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value MeasurementsThe 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 March 31, 2021 and December 31, 2020 based on the three-tier fair value hierarchy (in thousands): March 31, 2021 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 3,627,215 $ — $ 3,627,215 Commercial paper — 328,855 328,855 Certificates of deposit — 3,504 3,504 Short-term investments: U.S. government and agency securities — 634,852 634,852 Corporate notes — 2,782,385 2,782,385 Commercial paper — 727,496 727,496 Certificates of deposit — 411,300 411,300 Marketable equity securities 1,552 — 1,552 Other current assets: Foreign currency contracts — 4,077 4,077 Total $ 3,628,767 $ 4,892,469 $ 8,521,236 Liabilities Other current liabilities: Foreign currency contracts $ — $ 10,060 $ 10,060 Total $ — $ 10,060 $ 10,060 December 31, 2020 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 1,158,927 $ — $ 1,158,927 Corporate notes — 1,347 1,347 Commercial paper — 543,153 543,153 Short-term investments: U.S. government and agency securities — 910,259 910,259 Corporate notes — 2,829,521 2,829,521 Commercial paper — 1,240,670 1,240,670 Certificates of deposit — 502,203 502,203 Marketable equity securities 1,220 — 1,220 Other current assets: Foreign currency contracts — 5,529 5,529 Total $ 1,160,147 $ 6,032,682 $ 7,192,829 Liabilities Other current liabilities: Foreign currency contracts $ — $ 1,028 $ 1,028 Total $ — $ 1,028 $ 1,028 The following table sets forth the estimated fair value of the Company's convertible and senior notes outstanding as of March 31, 2021 based on the three-tier fair value hierarchy (in thousands): March 31, 2021 Level 2 Level 3 Total $954.0 million in aggregate principal amount of 1.00% convertible senior notes due in 2021 (the 2021 Notes) 986,436 — 986,436 $1.15 billion in aggregate principal amount of 0.25% convertible senior notes due in 2024 (the 2024 Notes) 1,516,505 — 1,516,505 $1.0 billion in aggregate principal amount of 0.375% convertible senior notes due in 2025 (the 2025 Notes) — 1,614,480 1,614,480 $1.44 billion in aggregate principal amount of 0% convertible senior notes due in 2026 (the 2026 Notes) 1,360,594 — 1,360,594 $700.0 million in aggregate principal amount of 3.875% senior notes due in 2027 (the 2027 Notes) 733,670 — 733,670 Total 4,597,205 1,614,480 6,211,685 The estimated fair value of the 2021 Notes, the 2024 Notes, the 2026 Notes, and the 2027 Notes is determined based on a market approach, using the estimated or actual bids and offers of the respective notes in an over-the-counter market on the last business day of the period. The estimated fair value of the 2025 Notes is determined based on a binomial model, using inputs including risk free rate, volatility and discount yield. Refer to Note 10 – Convertible Notes and Senior Notes for further details on the Notes. 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 $777.3 million and $729.8 million as of March 31, 2021 and December 31, 2020, respectively. The fair values of outstanding derivative instruments for the periods presented on a gross basis are as follows (in thousands): Balance Sheet Location March 31, December 31, Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 4,077 $ 5,529 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities $ 10,060 $ 1,028 The Company recognized $2.1 million and $11.7 million of net losses on its foreign currency contracts in the three months ended March 31, 2021 and 2020, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
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): March 31, December 31, Property and equipment, net Equipment $ 1,916,045 $ 1,830,459 Furniture and leasehold improvements 367,549 362,766 Capitalized software 831,377 811,371 Construction in progress 440,285 349,935 Total 3,555,256 3,354,531 Less: Accumulated depreciation and amortization (1,935,255) (1,860,737) Property and equipment, net $ 1,620,001 $ 1,493,794 March 31, December 31, Property and equipment, net: United States $ 1,586,350 $ 1,460,163 International 33,651 33,631 Total property and equipment, net $ 1,620,001 $ 1,493,794 |
Operating Leases
Operating Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Operating Leases | Operating 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. Operating lease right-of-use assets obtained in exchange for operating lease obligations were $123.5 million and $13.3 million in the three months ended March 31, 2021 and 2020, respectively. Future lease payments under operating leases and sublease income as of March 31, 2021 were as follows (in thousands): Operating Sublease Year Ending December 31, Remainder of 2021 $ 176,618 $ (6,672) 2022 262,094 (1,348) 2023 190,225 — 2024 190,388 — 2025 186,104 — Thereafter 672,611 — Total future lease payments (receipts) 1,678,040 $ (8,020) Less: leases not yet commenced (447,118) Less: imputed interest (152,114) Total operating lease liabilities $ 1,078,808 Reconciliation of operating lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, short-term $ 179,051 Operating lease liabilities, long-term 899,757 Total operating lease liabilities $ 1,078,808 There were no other material changes in the Company's operating leases in the three months ended March 31, 2021, as compared to the disclosure in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2020. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The following table presents the goodwill activities for the periods presented (in thousands): Goodwill Balance as of December 31, 2020 $ 1,312,346 Acquisitions 5,293 Other (1,178) Balance as of March 31, 2021 $ 1,316,461 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 March 31, 2021: Patents and developed technologies $ 113,562 $ (59,715) $ 53,847 Other 10,885 (2,014) 8,871 Total $ 124,447 $ (61,729) $ 62,718 December 31, 2020: Patents and developed technologies $ 110,153 $ (53,265) $ 56,888 Other 1,800 (350) 1,450 Total $ 111,953 $ (53,615) $ 58,338 Amortization expense associated with intangible assets was $8.1 million and $5.0 million for the three months ended March 31, 2021 and 2020, respectively. Estimated future amortization expense as of March 31, 2021 is as follows (in thousands): Remainder of 2021 $ 25,747 2022 14,744 2023 7,843 2024 6,026 2025 1,863 Thereafter 6,495 Total $ 62,718 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
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): March 31, December 31, Accrued compensation $ 179,740 $ 171,681 Federal Trade Commission accrual (see Note 14) 150,000 150,000 Deferred revenue 72,392 58,976 Accrued professional services 39,631 27,404 Accrued publisher, content and ad network costs 29,415 42,541 Accrued tax liabilities 28,444 40,384 Accrued other 185,075 172,546 Total $ 684,697 $ 663,532 |
Acquisitions and Other Investme
Acquisitions and Other Investments | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions and Other Investments | Acquisitions and Other Investments 2021 Acquisitions During the three months ended March 31, 2021, the Company made a number of acquisitions, which were accounted for as business combinations. The total purchase price for these acquisitions was $8.5 million, which was allocated as follows: $3.4 million to developed technologies, $0.2 million to net liabilities assumed based on their estimated fair value on the acquisition date, and the excess $5.3 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. $2.1 million of the goodwill is tax deductible. Developed technologies will be amortized on a straight-line basis over their estimated useful lives of up to one year. 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 results of operations. Investments in Privately-Held Companies 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 March 31, 2021, 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 $116.9 million and $85.8 million as of March 31, 2021 and December 31, 2020, 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. In the three months ended March 31, 2021, the Company funded $60.0 million of bridge financing to one of its investments in a privately-held company. The loan bears interest at 3.2% plus LIBOR and contains a conversion feature where Twitter may convert all or any part of the outstanding loan into preference shares through June 30, 2021. As of March 31, 2021, $30.0 million of the loan is classified as receivable held for sale and included within prepaid expenses and other current assets and the remaining $30.0 million is included within other assets on the consolidated balance sheets. There was immaterial interest income and allowance for credit losses recorded in the three months ended March 31, 2021. In April 2021, the Company converted $30.0 million of the $60.0 million of the convertible loans into preferred shares, and sold the remaining $30.0 million of the convertible loans at face value to an unaffiliated third party. 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 an impairment charge of $8.0 million in the three months ended March 31, 2020 within other income (expense), net in the consolidated statements of operations. No impairment charge was recorded in the three months ended March 31, 2021. |
Convertible Notes and Senior No
Convertible Notes and Senior Notes | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Senior Notes | Convertible Notes and Senior Notes Convertible Notes 2026 Notes In March 2021, the Company issued $1.44 billion in aggregate principal amount of 0% convertible senior notes due 2026 (or the 2026 Notes) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The total net proceeds from this offering, after deducting debt issuance costs, were approximately $1.42 billion. The 2026 Notes represent senior unsecured obligations of the Company. The 2026 Notes do not bear interest except in special circumstances described below, and the principal amount of the 2026 Notes does not accrete. The 2026 Notes mature on March 15, 2026. Each $1,000 of principal of the notes will initially be convertible into 7.6905 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $130.03 per share, subject to adjustment upon the occurrence of certain specified events set forth in the indenture governing the 2026 Notes. Holders of the 2026 Notes may convert their 2026 Notes at their option at any time on or after December 15, 2025 until close of business on the second scheduled trading day immediately preceding the maturity date of March 15, 2026. Further, holders of the 2026 Notes may convert all or any portion of their 2026 Notes at their option prior to the close of business on the business day immediately preceding December 15, 2025, only under the following circumstances: 1) during any calendar quarter commencing after June 30, 2021 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; 2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the indenture governing the 2026 Notes) per $1,000 principal amount of the 2026 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or 3) upon the occurrence of certain specified corporate events. Upon conversion of the 2026 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 2026 Notes) calculated on a proportionate basis for each trading day in a 30 trading day observation period. The Company may not redeem the 2026 Notes prior to the maturity date and no sinking fund is provided for the 2026 Notes. If a fundamental change (as defined in the indenture governing the 2026 Notes) occurs prior to the maturity date, holders of the 2026 Notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount of the 2026 Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. In addition, if specific corporate events occur prior to the maturity date of the 2026 Notes, the Company will be required to increase the conversion rate for holders who elect to convert their 2026 Notes in connection with such corporate events. Concurrent with the offering of the 2026 Notes, the Company entered into convertible note hedge transactions with certain bank counterparties whereby the Company has the option to purchase initially (subject to adjustment for certain specified events) a total of approximately 11.1 million shares of its common stock at a price of approximately $130.03 per share. The total cost of such convertible note hedge transactions was $213.5 million. In addition, the Company sold warrants to certain bank counterparties whereby the holders of the warrants have the option to purchase initially (subject to adjustment for certain specified events) a total of approximately 11.1 million shares of the Company’s common stock at a price of $163.02 per share. The Company received $161.1 million in cash proceeds from the sale of these warrants. Taken together, the purchase of such convertible note hedges and the sale of such warrants are intended to offset any actual dilution from the conversion of the 2026 Notes and to effectively increase the overall conversion price from $130.03 to $163.02 per share. As these transactions meet certain accounting criteria, such convertible note hedges and warrants are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost incurred in connection with such convertible note hedge and warrant transactions was recorded as a reduction to additional paid-in capital in the consolidated balance sheets as of March 31, 2021. 2021 Notes, 2024 Notes, and 2025 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, as amended. 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. In 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 2021 Notes, 2024 Notes, and 2025 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 interest rate of the 2025 Notes is fixed at 0.375% per annum and interest is payable semi-annually in arrears on March 15 and September 15 of each year. The 2021 Notes, 2024 Notes and 2025 Notes mature on September 15, 2021, June 15, 2024, and March 15, 2025, respectively. Each $1,000 of principal of the 2021 Notes, 2024 Notes, and 2025 Notes will initially be convertible into 12.8793, 17.5001, and 24.0964 shares, respectively, of the Company’s common stock, which is equivalent to an initial conversion price of approximately $77.64, $57.14, and $41.50 per share, respectively, in each case, subject to adjustment upon the occurrence of specified events set forth in the indenture governing such series of Convertible Notes. Holders of the 2021 Notes may convert their 2021 Notes at their option at any time on or after March 15, 2021 until close of business on the second scheduled trading day immediately preceding the maturity date of September 15, 2021. Holders of the 2024 Notes may convert their 2024 Notes at their option at any time on or after March 15, 2024 until close of business on the second scheduled trading day immediately preceding the maturity date of June 15, 2024. 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. Further, holders of the 2021 Notes and 2024 Notes may convert all or any portion of the notes of the applicable series at the option of such holder prior to March 15, 2021 and March 15, 2024 for the 2021 Notes and 2024 Notes, respectively, only under the following circumstances: 1) during any calendar quarter, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the applicable series of Convertible Notes on each applicable trading day; 2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price (as defined in the indenture governing the applicable series of Convertible Notes) per $1,000 principal amount of such series of Convertible Notes for each trading day of the applicable measurement period was less than 98% of the product of the last reported sale price of Twitter’s common stock and the conversion rate for the applicable series of Convertible Notes on each such trading day; or 3) upon the occurrence of certain specified corporate events. Upon conversion of the 2021 Notes, 2024 Notes, and 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 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 defined in the indenture governing the applicable series of Convertible Notes) calculated on a proportionate basis for each trading day in the applicable 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. If a fundamental change (as defined in the indenture governing the applicable series of Convertible Notes) occurs prior to the applicable maturity date, holders of the 2021 Notes, 2024 Notes, or 2025 Notes, as applicable, may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount of such notes, plus any accrued and unpaid interest to, but excluding, the repurchase date of such series of notes. In addition, if specific corporate events occur prior to the applicable maturity date of the 2021 Notes, 2024 Notes, or 2025 Notes, the Company will be required to increase the conversion rate for holders who elect to convert their notes in connection with such corporate events. Pursuant to the Investment Agreement related to the 2025 Notes, 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. Concurrent with the offering of the 2021 Notes and the 2024 Notes, the Company entered into convertible note hedge transactions with certain bank counterparties whereby the Company has the option to purchase initially (subject to adjustment for certain specified events) a total of approximately 12.3 million and 20.1 million shares, respectively, of its common stock at a price of approximately $77.64 and $57.14 per share, respectively. The total cost of the convertible note hedge transactions was $233.5 million and $268.0 million, respectively. In addition, the Company sold warrants to certain bank counterparties whereby the holders of the warrants have the option to purchase initially (subject to adjustment for certain specified events) a total of approximately 12.3 million and 20.1 million shares, respectively, of the Company’s common stock at an initial strike price of $105.28 and $80.20 per share, respectively. The Company received $172.9 million and $186.8 million in cash proceeds from the sale of these warrants, respectively. Taken together, the purchase of the convertible note hedges and the sale of warrants in connection with the issuance of the Convertible Notes are intended to offset any actual dilution from the conversion of such notes and to effectively increase the overall conversion price from $77.64 to $105.28 per share, in the case of the 2021 Notes, and from $57.14 to $80.20 per share, in the case of the 2024 Notes. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost incurred in connection with the convertible note hedge and warrant transactions was recorded as a reduction to additional paid-in capital in the consolidated balance sheet as of March 31, 2021. 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, as amended. 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 and Senior Notes The Notes consisted of the following (in thousands): March 31, 2021 2021 Notes 2024 Notes 2025 Notes 2026 Notes 2027 Notes Principal amounts: Principal $ 954,000 $ 1,150,000 $ 1,000,000 $ 1,437,500 $ 700,000 Unamortized debt discount and issuance costs (1) (954) (6,597) (11,595) (16,524) (6,759) Net carrying amount $ 953,046 $ 1,143,403 $ 988,405 $ 1,420,976 $ 693,241 Carrying amount of the equity component (2) $ — $ — $ — $ — $ — December 31, 2020 2021 Notes 2024 Notes 2025 Notes 2027 Notes Principal amounts: Principal $ 954,000 $ 1,150,000 $ 1,000,000 $ 700,000 Unamortized debt discount and issuance costs (1) (36,134) (160,297) (113,825) (7,006) Net carrying amount $ 917,866 $ 989,703 $ 886,175 $ 692,994 Carrying amount of the equity component (2) $ 283,283 $ 254,981 $ 121,413 $ — (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. The decrease of unamortized debt discount and issuance costs balance as of March 31, 2021 compared to December 31, 2020 was mainly due to the adoption of the new convertible debt standard on January 1, 2021. (2) The Company adopted the new accounting standard update which simplifies the accounting for convertible debt instruments on January 1, 2021 using the modified retrospective method. The adoption eliminates the cash conversion and beneficial conversion feature models used to separately account for embedded conversion features as a component of equity. As of December 31, 2020, these amounts were included in the consolidated balance sheets within additional paid-in capital. In the three months ended March 31, 2021, the effective interest rate for the 2021 Notes, 2024 Notes, 2025 Notes, and 2027 Notes was 1.00%, 0.25%, 0.375%, and 3.875%, respectively. The 2026 Notes do not bear interest. In the three months ended March 31, 2020 the effective interest rate for the 2021 Notes, 2024 Notes, 2025 Notes, and 2027 Notes was 6.25%, 4.46%, 2.99%, and 3.875%, respectively. During the three months ended March 31, 2021 and 2020, the Company recognized $2.2 million and $23.7 million, respectively, of interest expense related to the amortization of debt discount and issuance costs prior to capitalization of interest. The decrease in the effective interest rate and interest expenses is due to the elimination of interest expense related to the conversion features of the Convertible Notes as a result of the adoption of the new accounting standard update to simplify the accounting for convertible debt on January 1, 2021. During the three months ended March 31, 2021 and 2020, the Company recognized $10.7 million and $10.0 million, respectively, of coupon interest expense. As of March 31, 2021, the remaining life of the 2021 Notes, the 2024 Notes, the 2025 Notes, the 2026 Notes, and the 2027 Notes is approximately 5 months, 38 months, 47 months, 59 months, and 80 months, respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2021 | |
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. 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 March 31, 2021 2020 Basic net income (loss) per share: Numerator Net income (loss) $ 68,005 $ (8,396) Denominator Weighted-average common shares outstanding 797,667 782,296 Weighted-average restricted stock subject to repurchase (2,034) (1,608) Weighted-average shares used to compute basic net income (loss) per share 795,633 780,688 Basic net income (loss) per share attributable to common stockholders $ 0.09 $ (0.01) Diluted net income (loss) per share: Numerator Net income (loss) $ 68,005 $ (8,396) Denominator Number of shares used in basic computation 795,633 780,688 Weighted-average effect of dilutive securities: Convertible notes 55,277 — RSUs 17,575 — Stock options 756 — Other 2,946 — Weighted-average shares used to compute diluted net income (loss) per share 872,187 780,688 Diluted net income (loss) per share attributable to common stockholders $ 0.08 $ (0.01) 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 March 31, 2021 2020 Warrants 43,467 32,412 Convertible notes 12,287 — RSUs 2,354 29,785 Shares subject to repurchase and others 392 4,617 Stock options — 3,046 Prior to January 1, 2021, the Company used the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income (loss) per share, if applicable. In the three months ended March 31, 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 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. On January 1, 2021, the Company adopted the accounting standard update to simplify the accounting for convertible debt instruments. The Company now uses the if-converted method for all Convertible Notes in the diluted net income (loss) per share calculation and includes the effect of potential share settlement for the Convertible Notes, if the effect is more dilutive. In the three months ended March 31, 2021, the 2024 Notes, the 2025 Notes and the 2026 Notes were included in the computation of diluted income per share as the effect of including these shares in the calculation is more dilutive. The 2021 Notes were not included in the computation of diluted income per share as the effect of including these shares in the calculation would have been anti-dilutive. The use of the if-converted method increased the number of potentially dilutive shares by 46.2 million shares and had no impact on the diluted income per share amount in the three months ended March 31, 2021. If the average market price of the common stock exceeds the exercise price of the warrants, $105.28 for the 2021 Notes, $80.20 for the 2024 Notes, and $163.02 for the 2026 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 | 3 Months Ended |
Mar. 31, 2021 | |
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 have 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) 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. In the three months ended March 31, 2021, the Company repurchased 2.7 million shares for an aggregate amount of $161.6 million. The repurchases include 83,000 shares for $5.3 million that were not settled as of March 31, 2021 and that are presented as treasury stock on the consolidated balance sheets as of such date. 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. 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. The Company had 1.9 million and 2.0 million shares of unvested restricted common stock as of March 31, 2021 and December 31, 2020, respectively. The Company's restricted common stock activity was not material during the three months ended March 31, 2021. Stock Option Activity The Company had 0.9 million and 1.4 million shares of stock options outstanding as of March 31, 2021 and December 31, 2020, respectively. The Company’s stock option activity was not material during the three months ended March 31, 2021. 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. The Company granted PRSUs with a vesting period of one year prior to 2020, and three years in 2020. The following table summarizes the activity related to the Company’s PRSUs for the three months ended March 31, 2021 (in thousands, except per share data): PRSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2020 729 $ 27.77 Unearned performance shares canceled related to 2020 grants (365) $ 27.77 Vested (50% target level for 2020 performance period) (121) $ 27.77 Unvested and outstanding at March 31, 2021 243 $ 27.77 The total fair value of PRSUs vested during the three months ended March 31, 2021 and 2020 was $9.4 million and $22.7 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 The following table summarizes the activity related to the Company’s TSR RSUs for the three months ended March 31, 2021 (in thousands, except per share data): TSR RSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2020 917 $ 30.90 Unearned performance shares canceled related to 2019 grants (207) $ 30.60 Vested (52% target level for 2019-2020 performance period) (224) $ 30.60 Unvested and outstanding at March 31, 2021 486 $ 31.16 The total fair value of TSR RSUs vested during the three months ended March 31, 2021 and 2020 was $17.2 million and $13.4 million, respectively. RSU Activity The following table summarizes the activity related to the Company’s RSUs, excluding PRSUs and TSR RSUs, for the three months ended March 31, 2021. 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, 2020 36,611 $ 32.28 Granted 3,268 $ 62.51 Vested (4,055) $ 30.17 Canceled (1,285) $ 32.11 Unvested and outstanding at March 31, 2021 34,539 $ 35.40 The total fair value of RSUs vested during the three months ended March 31, 2021 and 2020 was $220.7 million and $103.9 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 March 31, 2021 2020 Cost of revenue $ 8,732 $ 5,756 Research and development 65,156 60,587 Sales and marketing 21,171 18,839 General and administrative 15,814 12,721 Total stock-based compensation expense $ 110,873 $ 97,903 The Company capitalized $14.5 million and $8.1 million of stock-based compensation expense associated with the cost for developing software for internal use in the three months ended March 31, 2021 and 2020, respectively. As of March 31, 2021, there was $1.17 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 | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s tax provision or benefit for income taxes for interim periods has generally been 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 first quarter of 2021, 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 and the effects of being taxed in multiple tax jurisdictions. The Company recorded a benefit from income taxes of $18.0 million and $7.1 million for the three months ended March 31, 2021 and 2020, respectively. The primary difference between the effective tax rate and the federal statutory tax rate relates to foreign tax rate differences, tax deductions for stock-based compensation, and research and development credits. 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 were 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. As of March 31, 2021, there have been no changes to the Company's conclusion. As of March 31, 2021, the Company had $933.2 million of deferred tax assets for which it has not established a valuation allowance, related to the U.S. federal, states other than Massachusetts and California, and certain international subsidiaries. The Company completed its reassessment of the ability to realize these assets and concluded that a valuation allowance was not required. As of March 31, 2021, the Company had $361.5 million of unrecognized tax benefits, of which $280.1 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. The Company is subject to taxation in the United States and various foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The material jurisdictions where the Company is subject to potential examination by tax authorities include the United States, California and Ireland. The Company believes that it has reserved adequate amounts for these jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
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. In March 2021, the Company entered into an amendment to the revolving credit agreement to increase the amount of indebtedness the Company may incur from $4.5 billion to $6.0 billion and to permit the convertible note issuance and hedge transactions associated with the 2026 Notes. As of March 31, 2021, 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 three months ended March 31, 2021, the Company issued $1.44 billion in aggregate principal amount of the 2026 Notes. As of March 31, 2021, the Company's contractual obligation to settle commitments related to the 2026 Notes is $1.44 billion for the year ended December 31, 2026. 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, 2020. 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. In January 2021, the Company entered into a binding agreement to settle the pending shareholder derivative lawsuits. The proposed settlement resolves all claims asserted against the Company and the other named defendants in the derivative lawsuits without any liability or wrongdoing attributed to them personally or the Company. Under the terms of the proposed settlement, the Company's board of directors will adopt and implement certain corporate governance modifications. In addition, the Company will receive $38.0 million of insurance proceeds to be used for general corporate purposes. The settlement will not require the Company to make any payment, aside from covering certain administrative costs related to the settlement. On March 19, 2021, the Court of Chancery of the State of Delaware held an approval hearing on the settlement at which it requested additional information as part of the approval process; the parties submitted such information on April 14, 2021. The shareholder class action remains pending and is scheduled for trial on September 20, 2021. 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. In December 2020, the district court dismissed the plaintiffs’ claims. The case is currently on appeal to the United States Court of Appeal for the Ninth Circuit. 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 Federal Trade Commission 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 as of March 31, 2021. The matter remains unresolved, and there can be no assurance as to the timing or the terms of any final outcome. On January 15, 2021, a derivative action was filed in the Delaware Chancery Court against certain directors of the Company alleging that the directors violated their fiduciary duties in deciding to enter into the Cooperation Agreement with certain affiliates of Elliott Management Corporation, to enter into the Investment Agreement with an affiliate of Silver Lake Partners, and to authorize a program to repurchase up to $2.0 billion of the Company's common stock. The Company and the directors dispute the claims and intend to defend the lawsuit vigorously. The defendants moved to dismiss the complaint on March 19, 2021. On February 22, 2021, a derivative action was filed in the Delaware Chancery Court against Jack Dorsey alleging that Mr. Dorsey violated his fiduciary duties relating to various alleged privacy and cybersecurity issues. The Company and Mr. Dorsey dispute the claims and intend to defend the lawsuit vigorously. 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. With respect to the cases, actions, and inquiries described above, the Company evaluates the associated developments on a regular basis and accrues a liability when it believes a loss is probable and the amount can be reasonably estimated. In addition, the Company believes there is a reasonable possibility that it may incur a loss in some of these matters and the loss may be material or exceed its estimated ranges of possible loss. With respect to the matters described above that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either are not material or may be material but cannot be estimated. The outcomes of the matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the reasonably possible range of loss is estimable, are inherently uncertain. If one or more of these matters were resolved against the Company for amounts above management’s estimates, the Company’s financial condition and results of operations, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. 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 March 31, 2021 and December 31, 2020. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Twitter, Inc. and its wholly-owned subsidiaries (collectively, “Twitter” or the “Company”). 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, 2020. |
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 due to risks and uncertainties, including uncertainty in the current economic environment due to the global impact of the COVID-19 pandemic. 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 August 2020, the Financial Accounting Standards Board (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. The Company early adopted this new guidance using the modified retrospective method as of January 1, 2021. The adoption of this new guidance resulted in an increase of $254.6 million and $34.7 million to "Convertible notes, long-term" and "Convertible notes, short-term", respectively, to reflect the full principal amount of the Convertible Notes (as defined below) outstanding, net of issuance costs, a reduction of $567.5 million to additional paid-in capital, net of estimated income tax effects, to remove the equity component separately recorded for the conversion features associated with the Convertible Notes, an increase to deferred tax assets, net of $66.6 million, and a cumulative-effect adjustment of $344.8 million, net of estimated income tax effects, reducing the beginning balance of accumulated deficit as of January 1, 2021. The adoption of this new guidance reduced interest expense by $27.6 million in the three months ended March 31, 2021. In addition, the adoption requires the use of the if-converted method for all convertible notes in the diluted net income (loss) per share calculation and the inclusion of the effect of potential share settlement of the convertible notes, if the effect is more dilutive. The use of the if-converted method increased the number of potentially dilutive shares by 46.2 million shares and had no impact on the diluted income per share amount in the three months ended March 31, 2021. With the exception of the standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the three months ended March 31, 2021, 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, 2020, that are of significance or potential significance to the Company. |
Revenue Recognition | 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. As of March 31, 2021, the Company recorded an immaterial amount of allowance for credit losses on 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. |
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 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 March 31, 2021, 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) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 2020 Revenue by services: Advertising services $ 898,840 $ 682,192 Data licensing and other 137,178 125,445 Total revenue $ 1,036,018 $ 807,637 |
Revenue from External Customers by Geographic Areas | Three Months Ended March 31, 2021 2020 Revenue by geographic area: United States $ 556,220 $ 468,430 Japan 169,964 131,132 Rest of World 309,834 208,075 Total revenue $ 1,036,018 $ 807,637 |
Summary of Contract Balances | The following table presents contract balances (in thousands): March 31, December 31, Unbilled revenue $ 44,166 $ 44,063 Deferred revenue $ 72,603 $ 62,191 |
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 Total Remainder of 2021 2022 2023 and Thereafter Revenue expected to be recognized on remaining performance obligations $ 702,495 $ 229,697 $ 200,799 $ 271,999 |
Cash, Cash Equivalents and Sh_2
Cash, Cash Equivalents and Short-term Investments (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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): March 31, December 31, Cash and cash equivalents: Cash $ 289,128 $ 285,002 Money market funds 3,627,215 1,158,927 Corporate notes, commercial paper and certificates of deposit 332,359 544,500 Total cash and cash equivalents $ 4,248,702 $ 1,988,429 Short-term investments: U.S. government and agency securities $ 634,852 $ 910,259 Corporate notes, commercial paper and certificates of deposit 3,921,181 4,572,394 Marketable equity securities 1,552 1,220 Total short-term investments $ 4,557,585 $ 5,483,873 |
Contractual Maturities of Securities Classified as Available-for-Sale | The contractual maturities of debt securities classified as available-for-sale as of March 31, 2021 were as follows (in thousands): March 31, Due within one year $ 2,219,683 Due after one year through five years 2,336,350 Total $ 4,556,033 |
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): March 31, 2021 Gross Gross Gross Aggregated U.S. government and agency securities $ 634,614 $ 465 $ (227) $ 634,852 Corporate notes, commercial paper and certificates of deposit 3,904,564 18,183 (1,566) 3,921,181 Total available-for-sale debt securities classified as short-term investments $ 4,539,178 $ 18,648 $ (1,793) $ 4,556,033 December 31, 2020 Gross Gross Gross Aggregated U.S. government and agency securities $ 909,092 $ 1,177 $ (10) $ 910,259 Corporate notes, commercial paper and certificates of deposit 4,545,687 26,939 (232) 4,572,394 Total available-for-sale debt securities classified as short-term investments $ 5,454,779 $ 28,116 $ (242) $ 5,482,653 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 and December 31, 2020 based on the three-tier fair value hierarchy (in thousands): March 31, 2021 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 3,627,215 $ — $ 3,627,215 Commercial paper — 328,855 328,855 Certificates of deposit — 3,504 3,504 Short-term investments: U.S. government and agency securities — 634,852 634,852 Corporate notes — 2,782,385 2,782,385 Commercial paper — 727,496 727,496 Certificates of deposit — 411,300 411,300 Marketable equity securities 1,552 — 1,552 Other current assets: Foreign currency contracts — 4,077 4,077 Total $ 3,628,767 $ 4,892,469 $ 8,521,236 Liabilities Other current liabilities: Foreign currency contracts $ — $ 10,060 $ 10,060 Total $ — $ 10,060 $ 10,060 December 31, 2020 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 1,158,927 $ — $ 1,158,927 Corporate notes — 1,347 1,347 Commercial paper — 543,153 543,153 Short-term investments: U.S. government and agency securities — 910,259 910,259 Corporate notes — 2,829,521 2,829,521 Commercial paper — 1,240,670 1,240,670 Certificates of deposit — 502,203 502,203 Marketable equity securities 1,220 — 1,220 Other current assets: Foreign currency contracts — 5,529 5,529 Total $ 1,160,147 $ 6,032,682 $ 7,192,829 Liabilities Other current liabilities: Foreign currency contracts $ — $ 1,028 $ 1,028 Total $ — $ 1,028 $ 1,028 |
Schedule of Convertible and Senior Notes Measured at Fair Value | The following table sets forth the estimated fair value of the Company's convertible and senior notes outstanding as of March 31, 2021 based on the three-tier fair value hierarchy (in thousands): March 31, 2021 Level 2 Level 3 Total $954.0 million in aggregate principal amount of 1.00% convertible senior notes due in 2021 (the 2021 Notes) 986,436 — 986,436 $1.15 billion in aggregate principal amount of 0.25% convertible senior notes due in 2024 (the 2024 Notes) 1,516,505 — 1,516,505 $1.0 billion in aggregate principal amount of 0.375% convertible senior notes due in 2025 (the 2025 Notes) — 1,614,480 1,614,480 $1.44 billion in aggregate principal amount of 0% convertible senior notes due in 2026 (the 2026 Notes) 1,360,594 — 1,360,594 $700.0 million in aggregate principal amount of 3.875% senior notes due in 2027 (the 2027 Notes) 733,670 — 733,670 Total 4,597,205 1,614,480 6,211,685 |
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 March 31, December 31, Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 4,077 $ 5,529 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities $ 10,060 $ 1,028 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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): March 31, December 31, Property and equipment, net Equipment $ 1,916,045 $ 1,830,459 Furniture and leasehold improvements 367,549 362,766 Capitalized software 831,377 811,371 Construction in progress 440,285 349,935 Total 3,555,256 3,354,531 Less: Accumulated depreciation and amortization (1,935,255) (1,860,737) Property and equipment, net $ 1,620,001 $ 1,493,794 |
Property and Equipment Net by Geographic Area | March 31, December 31, Property and equipment, net: United States $ 1,586,350 $ 1,460,163 International 33,651 33,631 Total property and equipment, net $ 1,620,001 $ 1,493,794 |
Operating Leases (Tables)
Operating Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Summary of Future Operating Lease Payments Under Leases and Sublease Income | Future lease payments under operating leases and sublease income as of March 31, 2021 were as follows (in thousands): Operating Sublease Year Ending December 31, Remainder of 2021 $ 176,618 $ (6,672) 2022 262,094 (1,348) 2023 190,225 — 2024 190,388 — 2025 186,104 — Thereafter 672,611 — Total future lease payments (receipts) 1,678,040 $ (8,020) Less: leases not yet commenced (447,118) Less: imputed interest (152,114) Total operating lease liabilities $ 1,078,808 Reconciliation of operating lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, short-term $ 179,051 Operating lease liabilities, long-term 899,757 Total operating lease liabilities $ 1,078,808 |
Lessor, Operating Lease, Payment to be Received, Fiscal Year Maturity | Future lease payments under operating leases and sublease income as of March 31, 2021 were as follows (in thousands): Operating Sublease Year Ending December 31, Remainder of 2021 $ 176,618 $ (6,672) 2022 262,094 (1,348) 2023 190,225 — 2024 190,388 — 2025 186,104 — Thereafter 672,611 — Total future lease payments (receipts) 1,678,040 $ (8,020) Less: leases not yet commenced (447,118) Less: imputed interest (152,114) Total operating lease liabilities $ 1,078,808 Reconciliation of operating lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, short-term $ 179,051 Operating lease liabilities, long-term 899,757 Total operating lease liabilities $ 1,078,808 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 $ 1,312,346 Acquisitions 5,293 Other (1,178) Balance as of March 31, 2021 $ 1,316,461 |
Schedule of Intangible Assets | The following table presents the detail of intangible assets for the periods presented (in thousands): Gross Carrying Accumulated Net Carrying March 31, 2021: Patents and developed technologies $ 113,562 $ (59,715) $ 53,847 Other 10,885 (2,014) 8,871 Total $ 124,447 $ (61,729) $ 62,718 December 31, 2020: Patents and developed technologies $ 110,153 $ (53,265) $ 56,888 Other 1,800 (350) 1,450 Total $ 111,953 $ (53,615) $ 58,338 |
Schedule of Estimated Future Amortization Expenses | Estimated future amortization expense as of March 31, 2021 is as follows (in thousands): Remainder of 2021 $ 25,747 2022 14,744 2023 7,843 2024 6,026 2025 1,863 Thereafter 6,495 Total $ 62,718 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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): March 31, December 31, Accrued compensation $ 179,740 $ 171,681 Federal Trade Commission accrual (see Note 14) 150,000 150,000 Deferred revenue 72,392 58,976 Accrued professional services 39,631 27,404 Accrued publisher, content and ad network costs 29,415 42,541 Accrued tax liabilities 28,444 40,384 Accrued other 185,075 172,546 Total $ 684,697 $ 663,532 |
Convertible Notes and Senior _2
Convertible Notes and Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Components of Notes | The Notes consisted of the following (in thousands): March 31, 2021 2021 Notes 2024 Notes 2025 Notes 2026 Notes 2027 Notes Principal amounts: Principal $ 954,000 $ 1,150,000 $ 1,000,000 $ 1,437,500 $ 700,000 Unamortized debt discount and issuance costs (1) (954) (6,597) (11,595) (16,524) (6,759) Net carrying amount $ 953,046 $ 1,143,403 $ 988,405 $ 1,420,976 $ 693,241 Carrying amount of the equity component (2) $ — $ — $ — $ — $ — December 31, 2020 2021 Notes 2024 Notes 2025 Notes 2027 Notes Principal amounts: Principal $ 954,000 $ 1,150,000 $ 1,000,000 $ 700,000 Unamortized debt discount and issuance costs (1) (36,134) (160,297) (113,825) (7,006) Net carrying amount $ 917,866 $ 989,703 $ 886,175 $ 692,994 Carrying amount of the equity component (2) $ 283,283 $ 254,981 $ 121,413 $ — (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. The decrease of unamortized debt discount and issuance costs balance as of March 31, 2021 compared to December 31, 2020 was mainly due to the adoption of the new convertible debt standard on January 1, 2021. (2) The Company adopted the new accounting standard update which simplifies the accounting for convertible debt instruments on January 1, 2021 using the modified retrospective method. The adoption eliminates the cash conversion and beneficial conversion feature models used to separately account for embedded conversion features as a component of equity. As of December 31, 2020, these amounts were included in the consolidated balance sheets within additional paid-in capital. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 2020 Basic net income (loss) per share: Numerator Net income (loss) $ 68,005 $ (8,396) Denominator Weighted-average common shares outstanding 797,667 782,296 Weighted-average restricted stock subject to repurchase (2,034) (1,608) Weighted-average shares used to compute basic net income (loss) per share 795,633 780,688 Basic net income (loss) per share attributable to common stockholders $ 0.09 $ (0.01) Diluted net income (loss) per share: Numerator Net income (loss) $ 68,005 $ (8,396) Denominator Number of shares used in basic computation 795,633 780,688 Weighted-average effect of dilutive securities: Convertible notes 55,277 — RSUs 17,575 — Stock options 756 — Other 2,946 — Weighted-average shares used to compute diluted net income (loss) per share 872,187 780,688 Diluted net income (loss) per share attributable to common stockholders $ 0.08 $ (0.01) |
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 March 31, 2021 2020 Warrants 43,467 32,412 Convertible notes 12,287 — RSUs 2,354 29,785 Shares subject to repurchase and others 392 4,617 Stock options — 3,046 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 2020 Cost of revenue $ 8,732 $ 5,756 Research and development 65,156 60,587 Sales and marketing 21,171 18,839 General and administrative 15,814 12,721 Total stock-based compensation expense $ 110,873 $ 97,903 |
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 three months ended March 31, 2021 (in thousands, except per share data): PRSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2020 729 $ 27.77 Unearned performance shares canceled related to 2020 grants (365) $ 27.77 Vested (50% target level for 2020 performance period) (121) $ 27.77 Unvested and outstanding at March 31, 2021 243 $ 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 three months ended March 31, 2021 (in thousands, except per share data): TSR RSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2020 917 $ 30.90 Unearned performance shares canceled related to 2019 grants (207) $ 30.60 Vested (52% target level for 2019-2020 performance period) (224) $ 30.60 Unvested and outstanding at March 31, 2021 486 $ 31.16 |
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 three months ended March 31, 2021. 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, 2020 36,611 $ 32.28 Granted 3,268 $ 62.51 Vested (4,055) $ 30.17 Canceled (1,285) $ 32.11 Unvested and outstanding at March 31, 2021 34,539 $ 35.40 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jan. 01, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Convertible notes, long-term | $ 3,552,784 | $ 1,875,878 | ||
Convertible notes, short-term | 953,046 | 917,866 | ||
Accumulated deficit | (712,888) | $ (1,125,669) | ||
Interest expense | 13,185 | $ 33,270 | ||
Adjustments for New Accounting Principle, Early Adoption | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Interest expense | $ 27,600 | |||
Cumulative Effect, Period of Adoption, Adjustment | ||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||
Convertible notes, long-term | $ 254,600 | |||
Convertible notes, short-term | 34,700 | |||
Equity component of the convertible note issuance, net | (567,500) | |||
Deferred tax asset, increase (decrease), amount | 66,600 | |||
Accumulated deficit | $ 344,800 |
Revenue - Revenue by Services a
Revenue - Revenue by Services and Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue: | ||
Revenue | $ 1,036,018 | $ 807,637 |
United States | ||
Revenue: | ||
Revenue | 556,220 | 468,430 |
Japan | ||
Revenue: | ||
Revenue | 169,964 | 131,132 |
Rest of World | ||
Revenue: | ||
Revenue | 309,834 | 208,075 |
Advertising services | ||
Revenue: | ||
Revenue | 898,840 | 682,192 |
Data licensing and other | ||
Revenue: | ||
Revenue | $ 137,178 | $ 125,445 |
Revenue - Summary of Contract B
Revenue - Summary of Contract Balances (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Unbilled revenue | $ 44,166 | $ 44,063 |
Deferred revenue | $ 72,603 | $ 62,191 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue, revenue recognized | $ 40,100 |
Aggregate amount of transaction price allocated to remaining performance obligations | $ 702,495 |
Revenue - Summary of Revenue Ex
Revenue - Summary of Revenue Expected to Recognize on Remaining Performance Obligations Over the Time Periods (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 702,495 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 229,697 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 9 months |
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 | $ 200,799 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 271,999 |
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 | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Cash and cash equivalents: | |||
Cash | $ 289,128 | $ 285,002 | |
Total cash and cash equivalents | 4,248,702 | 1,988,429 | $ 3,463,349 |
Short-term investments: | |||
Debt securities, available-for-sale | 4,556,033 | 5,482,653 | |
Marketable equity securities | 1,552 | 1,220 | |
Total short-term investments | 4,557,585 | 5,483,873 | |
Money market funds | |||
Cash and cash equivalents: | |||
Total cash and cash equivalents | 3,627,215 | 1,158,927 | |
U.S. government and agency securities | |||
Short-term investments: | |||
Debt securities, available-for-sale | 634,852 | 910,259 | |
Corporate notes, commercial paper and certificates of deposit | |||
Cash and cash equivalents: | |||
Total cash and cash equivalents | 332,359 | 544,500 | |
Short-term investments: | |||
Debt securities, available-for-sale | $ 3,921,181 | $ 4,572,394 |
Cash, Cash Equivalents and Sh_4
Cash, Cash Equivalents and Short-term Investments - Contractual Maturities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Cash And Cash Equivalents And Marketable Securities [Abstract] | ||
Due within one year | $ 2,219,683 | |
Due after one year through five years | 2,336,350 | |
Total | $ 4,556,033 | $ 5,482,653 |
Cash, Cash Equivalents and Sh_5
Cash, Cash Equivalents and Short-term Investments - Summary of Unrealized Gains and Losses (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Gross Amortized Cost | $ 4,539,178 | $ 5,454,779 |
Gross Unrealized Gains | 18,648 | 28,116 |
Gross Unrealized Losses | (1,793) | (242) |
Debt securities, available-for-sale | 4,556,033 | 5,482,653 |
U.S. government and agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Amortized Cost | 634,614 | 909,092 |
Gross Unrealized Gains | 465 | 1,177 |
Gross Unrealized Losses | (227) | (10) |
Debt securities, available-for-sale | 634,852 | 910,259 |
Corporate notes, commercial paper and certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Amortized Cost | 3,904,564 | 4,545,687 |
Gross Unrealized Gains | 18,183 | 26,939 |
Gross Unrealized Losses | (1,566) | (232) |
Debt securities, available-for-sale | $ 3,921,181 | $ 4,572,394 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities, available-for-sale | $ 4,556,033 | $ 5,482,653 |
Marketable equity securities | 1,552 | 1,220 |
Other current assets | 4,077 | 5,529 |
Other current liabilities | 10,060 | 1,028 |
Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Marketable equity securities | 1,552 | 1,220 |
Assets | 8,521,236 | 7,192,829 |
Liabilities | 10,060 | 1,028 |
Fair Value, Measurements, Recurring | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 4,077 | 5,529 |
Other current liabilities | 10,060 | 1,028 |
Fair Value, Measurements, Recurring | Money market funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 3,627,215 | 1,158,927 |
Fair Value, Measurements, Recurring | Corporate notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 1,347 | |
Debt securities, available-for-sale | 2,782,385 | 2,829,521 |
Fair Value, Measurements, Recurring | Commercial paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 328,855 | 543,153 |
Debt securities, available-for-sale | 727,496 | 1,240,670 |
Fair Value, Measurements, Recurring | U.S. government and agency securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities, available-for-sale | 634,852 | 910,259 |
Fair Value, Measurements, Recurring | Certificates of deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 3,504 | |
Debt securities, available-for-sale | 411,300 | 502,203 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Marketable equity securities | 1,552 | 1,220 |
Assets | 3,628,767 | 1,160,147 |
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 | 3,627,215 | 1,158,927 |
Fair Value, Measurements, Recurring | Level 1 | Corporate notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 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 | |
Debt securities, available-for-sale | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Marketable equity securities | 0 | 0 |
Assets | 4,892,469 | 6,032,682 |
Liabilities | 10,060 | 1,028 |
Fair Value, Measurements, Recurring | Level 2 | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 4,077 | 5,529 |
Other current liabilities | 10,060 | 1,028 |
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 | 1,347 | |
Debt securities, available-for-sale | 2,782,385 | 2,829,521 |
Fair Value, Measurements, Recurring | Level 2 | Commercial paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 328,855 | 543,153 |
Debt securities, available-for-sale | 727,496 | 1,240,670 |
Fair Value, Measurements, Recurring | Level 2 | U.S. government and agency securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities, available-for-sale | 634,852 | 910,259 |
Fair Value, Measurements, Recurring | Level 2 | Certificates of deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 3,504 | |
Debt securities, available-for-sale | $ 411,300 | $ 502,203 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |||
Notional principal of foreign currency contracts outstanding | $ 777.3 | $ 729.8 | |
Net gain (losses) on foreign currency contracts | $ (2.1) | $ (11.7) |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Values of Convertible and Senior Notes Outstanding (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | $ 6,211,685,000 | ||||
Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | 4,597,205,000 | ||||
Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | 1,614,480,000 | ||||
Convertible Notes Due 2021 | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | 986,436,000 | ||||
Debt instrument, principal amount | 954,000,000 | $ 954,000,000 | $ 954,000,000 | ||
Debt Instrument, percentage | 1.00% | ||||
Convertible Notes Due 2021 | Level 2 | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | 986,436,000 | ||||
Convertible Notes Due 2021 | Level 3 | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | 0 | ||||
Convertible Notes Due 2024 | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | 1,516,505,000 | ||||
Debt instrument, principal amount | 1,150,000,000 | $ 1,150,000,000 | $ 1,150,000,000 | ||
Debt Instrument, percentage | 0.25% | ||||
Convertible Notes Due 2024 | Convertible Notes | Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | 1,516,505,000 | ||||
Convertible Notes Due 2024 | Convertible Notes | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | 0 | ||||
Convertible Notes Due 2025 | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | 1,614,480,000 | ||||
Debt instrument, principal amount | $ 1,000,000,000 | $ 1,000,000,000 | |||
Debt Instrument, percentage | 0.375% | 0.375% | |||
Convertible Notes Due 2025 | Convertible Notes | Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | $ 0 | ||||
Convertible Notes Due 2025 | Convertible Notes | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | 1,614,480,000 | ||||
Convertible Notes Due 2026 | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | 1,360,594,000 | ||||
Debt instrument, principal amount | $ 1,437,500,000 | ||||
Debt Instrument, percentage | 0.00% | ||||
Convertible Notes Due 2026 | Convertible Notes | Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | $ 1,360,594,000 | ||||
Convertible Notes Due 2026 | Convertible Notes | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | 0 | ||||
Senior Notes Due 2027 | Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | 733,670,000 | ||||
Debt instrument, principal amount | 700,000,000 | $ 700,000,000 | $ 700,000,000 | ||
Debt Instrument, percentage | 3.875% | ||||
Senior Notes Due 2027 | Senior Notes | Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | 733,670,000 | ||||
Senior Notes Due 2027 | Senior Notes | Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, fair value disclosure | $ 0 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Values of Outstanding Derivative Instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets | ||
Foreign currency contracts not designated as hedging instruments | $ 4,077 | $ 5,529 |
Liabilities | ||
Foreign currency contracts not designated as hedging instruments | $ 10,060 | $ 1,028 |
Property and Equipment, Net (De
Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property and equipment, net | ||
Property and equipment, net | $ 3,555,256 | $ 3,354,531 |
Less: Accumulated depreciation and amortization | (1,935,255) | (1,860,737) |
Property and equipment, net | 1,620,001 | 1,493,794 |
Equipment | ||
Property and equipment, net | ||
Property and equipment, net | 1,916,045 | 1,830,459 |
Furniture and leasehold improvements | ||
Property and equipment, net | ||
Property and equipment, net | 367,549 | 362,766 |
Capitalized software | ||
Property and equipment, net | ||
Property and equipment, net | 831,377 | 811,371 |
Construction in progress | ||
Property and equipment, net | ||
Property and equipment, net | $ 440,285 | $ 349,935 |
Property and Equipment, Net - B
Property and Equipment, Net - By Geographic (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property and equipment, net: | ||
Property and equipment, net | $ 1,620,001 | $ 1,493,794 |
United States | ||
Property and equipment, net: | ||
Property and equipment, net | 1,586,350 | 1,460,163 |
International | ||
Property and equipment, net: | ||
Property and equipment, net | $ 33,651 | $ 33,631 |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease right-of-use assets obtained in exchange for operating lease obligations | $ 123.5 | $ 13.3 |
Operating Leases - Summary of F
Operating Leases - Summary of Future Lease Payments under Leases and Sublease Income (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
Remainder of 2021 | $ 176,618 | |
2022 | 262,094 | |
2023 | 190,225 | |
2024 | 190,388 | |
2025 | 186,104 | |
Thereafter | 672,611 | |
Total future lease payments (receipts) | 1,678,040 | |
Less: leases not yet commenced | (447,118) | |
Less: imputed interest | (152,114) | |
Total operating lease liabilities | 1,078,808 | |
Sublease Income | ||
Remainder of 2021 | (6,672) | |
2022 | (1,348) | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
Thereafter | 0 | |
Total future lease payments (receipts) | (8,020) | |
Reconciliation of operating lease liabilities as shown in the consolidated balance sheets | ||
Operating lease liabilities, short-term | 179,051 | $ 177,147 |
Operating lease liabilities, long-term | 899,757 | $ 819,748 |
Operating lease liabilities | $ 1,078,808 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill Activities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill | |
Beginning balance | $ 1,312,346 |
Acquisitions | 5,293 |
Other | (1,178) |
Ending balance | $ 1,316,461 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Impairment charges on goodwill | $ 0 | $ 0 |
Amortization of intangible assets | $ 8,100,000 | $ 5,000,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 124,447 | $ 111,953 |
Accumulated Amortization | (61,729) | (53,615) |
Net Carrying Value | 62,718 | 58,338 |
Patents and developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 113,562 | 110,153 |
Accumulated Amortization | (59,715) | (53,265) |
Net Carrying Value | 53,847 | 56,888 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 10,885 | 1,800 |
Accumulated Amortization | (2,014) | (350) |
Net Carrying Value | $ 8,871 | $ 1,450 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2021 | $ 25,747 | |
2022 | 14,744 | |
2023 | 7,843 | |
2024 | 6,026 | |
2025 | 1,863 | |
Thereafter | 6,495 | |
Net Carrying Value | $ 62,718 | $ 58,338 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 179,740 | $ 171,681 |
Federal Trade Commission accrual | 150,000 | 150,000 |
Deferred revenue | 72,392 | 58,976 |
Accrued professional services | 39,631 | 27,404 |
Accrued publisher, content and ad network costs | 29,415 | 42,541 |
Accrued tax liabilities | 28,444 | 40,384 |
Accrued other | 185,075 | 172,546 |
Total | $ 684,697 | $ 663,532 |
Acquisitions and Other Invest_2
Acquisitions and Other Investments - 2021 Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 1,316,461 | $ 1,312,346 |
Goodwill, expected tax deductible amount | 2,100 | |
Other acquisitions | ||
Business Acquisition [Line Items] | ||
Purchase price of acquisition | 8,500 | |
Acquisition purchase price allocated to net assets | (200) | |
Goodwill | 5,300 | |
Other acquisitions | Developed Technology Rights | ||
Business Acquisition [Line Items] | ||
Acquisition purchase price allocated to finite lived intangible assets | $ 3,400 | |
Intangible assets, estimated useful life | 1 year |
Acquisitions and Other Invest_3
Acquisitions and Other Investments - Investments in Privately-Held Companies (Details) | 1 Months Ended | 3 Months Ended | |||
Apr. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | Apr. 01, 2021USD ($) | Dec. 31, 2020USD ($) | |
Schedule of Investments [Line Items] | |||||
Carrying value of investments | $ 116,900,000 | $ 85,800,000 | |||
Impairment charge | $ 0 | $ 8,003,000 | |||
Subsequent Event | |||||
Schedule of Investments [Line Items] | |||||
Financing receivable, converted to preferred shares | $ 30,000,000 | ||||
London Interbank Offered Rate (LIBOR) | |||||
Schedule of Investments [Line Items] | |||||
Loans receivable, base interest rate | 0.032 | ||||
Investments in Privately-Held Companies | Subsequent Event | |||||
Schedule of Investments [Line Items] | |||||
Financing receivable, after allowance for credit loss | $ 60,000,000 | ||||
Sale of convertible loans | $ 30,000,000 | ||||
Other Assets | |||||
Schedule of Investments [Line Items] | |||||
Financing receivable, held-for-investment | $ 30,000,000 | ||||
Prepaid Expenses and Other Current Assets | |||||
Schedule of Investments [Line Items] | |||||
Financing receivable, held-for-sale | $ 30,000,000 | ||||
Other Expense | |||||
Schedule of Investments [Line Items] | |||||
Impairment charge | $ 8,000,000 |
Convertible Notes and Senior _3
Convertible Notes and Senior Notes - Additional Information (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021USD ($)Dd$ / sharesshares | Dec. 31, 2019USD ($) | Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)Dd$ / sharesshares | Dec. 31, 2018USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | |||||||
Amortization of debt discount, prior to capitalization of interest | $ 2,200,000 | $ 23,700,000 | |||||
Coupon interest expense | 10,700,000 | 10,000,000 | |||||
Convertible notes, long-term | $ 3,552,784,000 | $ 3,552,784,000 | $ 1,875,878,000 | ||||
Exercise price of the warrants (USD per share) | $ / shares | $ 80.20 | $ 80.20 | |||||
Proceeds from issuance of warrants concurrent with note hedges | $ 161,144,000 | $ 0 | |||||
Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Exercise price of the warrants (USD per share) | $ / shares | $ 105.28 | ||||||
Convertible Notes Due 2021 | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price (USD per share) | $ / shares | 77.64 | ||||||
Exercise price of the warrants (USD per share) | $ / shares | $ 105.28 | $ 105.28 | $ 105.28 | ||||
Convertible Notes Due 2021 | Convertible Notes | |||||||
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% | ||||||
Debt discount | $ 14,300,000 | ||||||
Remaining period for convertible debt | 5 months | ||||||
Carrying amount of the equity component | 0 | $ 0 | $ 283,283,000 | ||||
Convertible notes, long-term | $ 953,046,000 | $ 953,046,000 | $ 917,866,000 | ||||
Shares covered by convertible note hedge | shares | 12.3 | ||||||
Payments for derivative instrument | $ 233,500,000 | ||||||
Number of securities called by warrants or rights | shares | 12.3 | ||||||
Proceeds from issuance of warrants concurrent with note hedges | $ 172,900,000 | ||||||
Effective interest rate for equity component | 6.25% | 1.00% | |||||
Convertible Notes Due 2021 | Common stock | Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price (USD per share) | $ / shares | $ 77.64 | ||||||
Debt Instrument, conversion ratio | 0.0128793 | ||||||
Convertible Notes Due 2024 | |||||||
Debt Instrument [Line Items] | |||||||
Exercise price of the warrants (USD per share) | $ / shares | $ 80.20 | $ 80.20 | |||||
Convertible Notes Due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price (USD per share) | $ / shares | 130.03 | 130.03 | |||||
Exercise price of the warrants (USD per share) | $ / shares | $ 163.02 | $ 163.02 | |||||
Convertible Notes Due At 2021 and 2024 | Convertible Notes | Scenario One | |||||||
Debt Instrument [Line Items] | |||||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 130.00% | ||||||
Convertible debt instrument, consecutive trading days threshold | d | 30 | ||||||
Convertible Notes Due At 2021 and 2024 | Convertible Notes | Scenario Two | |||||||
Debt Instrument [Line Items] | |||||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 98.00% | ||||||
Convertible debt instrument, consecutive trading days threshold | D | 5 | ||||||
Convertible debt instrument, trading days threshold | D | 5 | ||||||
Convertible Notes Due At 2021 and 2024 | Minimum | Convertible Notes | Scenario One | |||||||
Debt Instrument [Line Items] | |||||||
Convertible debt instrument, trading days threshold | d | 20 | ||||||
Senior Notes | Senior Notes Due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Principal | $ 700,000,000 | $ 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% | ||||||
Remaining period for convertible debt | 80 months | ||||||
Effective interest rate for equity component | 3.875% | 3.875% | 3.875% | ||||
Convertible Notes | |||||||
Debt Instrument [Line Items] | |||||||
Exercise price of the warrants (USD per share) | $ / shares | $ 163.02 | $ 163.02 | |||||
Convertible Notes | Senior Notes Due 2027 | |||||||
Debt Instrument [Line Items] | |||||||
Effective interest rate for equity component | 3.875% | ||||||
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% | ||||
Remaining period for convertible debt | 47 months | ||||||
Carrying amount of the equity component | $ 0 | $ 0 | $ 121,413,000 | ||||
Convertible notes, long-term | 988,405,000 | 988,405,000 | $ 886,175,000 | ||||
Redemption price percentage | 130.00% | ||||||
Effective interest rate for equity component | 2.99% | 0.375% | |||||
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 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% | ||||||
Remaining period for convertible debt | 38 months | ||||||
Conversion price (USD per share) | $ / shares | $ 57.14 | ||||||
Carrying amount of the equity component | 0 | $ 0 | $ 254,981,000 | ||||
Convertible notes, long-term | 1,143,403,000 | 1,143,403,000 | $ 989,703,000 | ||||
Shares covered by convertible note hedge | shares | 20.1 | ||||||
Payments for derivative instrument | $ 268,000,000 | ||||||
Number of securities called by warrants or rights | shares | 20.1 | ||||||
Exercise price of the warrants (USD per share) | $ / shares | $ 80.20 | ||||||
Proceeds from issuance of warrants concurrent with note hedges | $ 186,800,000 | ||||||
Effective interest rate for equity component | 4.46% | 0.25% | |||||
Convertible Notes | Convertible Notes Due 2024 | Common stock | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price (USD per share) | $ / shares | $ 57.14 | ||||||
Debt Instrument, conversion ratio | 0.0175001 | ||||||
Convertible Notes | Convertible Notes Due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Principal | $ 1,437,500,000 | 1,437,500,000 | |||||
Proceeds from offerings, net of transaction costs | $ 1,420,000,000 | ||||||
Debt instrument, interest rate percentage | 0.00% | 0.00% | |||||
Remaining period for convertible debt | 59 months | ||||||
Carrying amount of the equity component | $ 0 | $ 0 | |||||
Convertible notes, long-term | $ 1,420,976,000 | $ 1,420,976,000 | |||||
Shares covered by convertible note hedge | shares | 11.1 | 11.1 | |||||
Payments for derivative instrument | $ 213,500,000 | ||||||
Number of securities called by warrants or rights | shares | 11.1 | 11.1 | |||||
Proceeds from issuance of warrants concurrent with note hedges | $ 161,100,000 | ||||||
Convertible Notes | Convertible Notes Due 2026 | Scenario One | |||||||
Debt Instrument [Line Items] | |||||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 130.00% | ||||||
Convertible debt instrument, consecutive trading days threshold | d | 30 | ||||||
Convertible Notes | Convertible Notes Due 2026 | Scenario Two | |||||||
Debt Instrument [Line Items] | |||||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 98.00% | ||||||
Convertible debt instrument, consecutive trading days threshold | D | 5 | ||||||
Convertible debt instrument, trading days threshold | D | 5 | ||||||
Convertible Notes | Convertible Notes Due 2026 | Minimum | Scenario One | |||||||
Debt Instrument [Line Items] | |||||||
Convertible debt instrument, trading days threshold | d | 20 | ||||||
Convertible Notes | Convertible Notes Due 2026 | Common stock | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price (USD per share) | $ / shares | $ 130.03 | $ 130.03 | |||||
Debt Instrument, conversion ratio | 0.076905 |
Convertible Notes and Senior _4
Convertible Notes and Senior Notes - Components of Notes (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2014 |
Principal amounts: | |||||
Net carrying amount | $ 3,552,784,000 | $ 1,875,878,000 | |||
Net carrying amount | 693,241,000 | 692,994,000 | |||
Convertible Notes Due 2021 | Convertible Notes | |||||
Principal amounts: | |||||
Principal | 954,000,000 | 954,000,000 | $ 954,000,000 | ||
Unamortized debt discount and issuance costs | (954,000) | (36,134,000) | |||
Net carrying amount | 953,046,000 | 917,866,000 | |||
Carrying amount of the equity component | 0 | 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 | (6,597,000) | (160,297,000) | |||
Net carrying amount | 1,143,403,000 | 989,703,000 | |||
Carrying amount of the equity component | 0 | 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 | (11,595,000) | (113,825,000) | |||
Net carrying amount | 988,405,000 | 886,175,000 | |||
Carrying amount of the equity component | 0 | 121,413,000 | |||
Convertible Notes | Convertible Notes Due 2026 | |||||
Principal amounts: | |||||
Principal | 1,437,500,000 | ||||
Unamortized debt discount and issuance costs | (16,524,000) | ||||
Net carrying amount | 1,420,976,000 | ||||
Carrying amount of the equity component | 0 | ||||
Senior Notes | Senior Notes Due 2027 | |||||
Principal amounts: | |||||
Principal | 700,000,000 | 700,000,000 | $ 700,000,000 | ||
Unamortized debt discount and issuance costs | (6,759,000) | (7,006,000) | |||
Net carrying amount | 693,241,000 | 692,994,000 | |||
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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator | ||
Net income (loss) | $ 68,005 | $ (8,396) |
Denominator | ||
Weighted-average common shares outstanding (shares) | 797,667 | 782,296 |
Weighted-average restricted stock subject to repurchase (shares) | (2,034) | (1,608) |
Weighted-average shares used to compute basic net income per share (shares) | 795,633 | 780,688 |
Basic net income per share attributable to common stockholders (USD per share) | $ 0.09 | $ (0.01) |
Numerator | ||
Net income (loss) | $ 68,005 | $ (8,396) |
Denominator | ||
Number of shares used in basic computation (shares) | 795,633 | 780,688 |
Weighted-average effect of dilutive securities: | ||
Convertible notes (shares) | 55,277 | |
RSUs (shares) | 17,575 | 0 |
Stock options (shares) | 756 | 0 |
Other (shares) | 2,946 | 0 |
Weighted-average shares used to compute diluted net income (loss) per share | 872,187 | 780,688 |
Diluted net income per share attributable to common stockholders (USD per share) | $ 0.08 | $ (0.01) |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
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 | 43,467 | 32,412 |
Convertible notes | ||
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 | 12,287 | 0 |
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 | 2,354 | 29,785 |
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 | 392 | 4,617 |
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 | 0 | 3,046 |
Net Income (Loss) Per Share -_2
Net Income (Loss) Per Share - Additional Information (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Exercise price of the warrants (USD per share) | $ 80.20 | |
Accounting Standards Update 2020-06 | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Number diluted shares outstanding adjustment | 46,200,000 | |
Convertible Notes Due 2021 | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Exercise price of the warrants (USD per share) | $ 105.28 | $ 105.28 |
Convertible Notes Due 2024 | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Exercise price of the warrants (USD per share) | 80.20 | |
Convertible Notes Due 2026 | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Exercise price of the warrants (USD per share) | $ 163.02 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 15, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock repurchase program, authorized amount | $ 2,000,000 | $ 2,000,000 | |||
Stock repurchased during period (in shares) | 2,700,000 | ||||
Repurchases of common stock | $ 161,600 | ||||
Treasury stock, shares (in shares) | 83,000 | 98,000 | |||
Treasury stock, value | $ 5,297 | $ 5,297 | |||
Stock options outstanding (shares) | 900,000 | 1,400,000 | |||
Gross unamortized stock-based compensation expense related to unvested awards | $ 1,170,000 | ||||
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 | $ 14,500 | 8,100 | |||
Restricted Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of unvested restricted common shares (shares) | 1,900,000 | 2,000,000 | |||
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 unvested restricted common shares (shares) | 243,000 | 729,000 | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | 1 year | |||
Fair value of stock units vested | $ 9,400 | 22,700 | |||
TSR RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of unvested restricted common shares (shares) | 486,000 | 917,000 | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | 2 years | |||
Fair value of stock units vested | $ 17,200 | 13,400 | |||
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) | 3,268,000 | ||||
Weighted average grant date fair value (USD per share) | $ 62.51 | ||||
Number of unvested restricted common shares (shares) | 34,539,000 | 36,611,000 | |||
Fair value of stock units vested | $ 220,700 | $ 103,900 | |||
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 | ||||
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 | ||||
Outstanding shares of common stock percentage | 1.00% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of PRSUs Activity (Details) - PRSUs | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Shares | |
Unvested and outstanding, beginning of period (shares) | shares | 729,000 |
Unearned performance shares related to 2020 grants (shares) | shares | (365,000) |
Vested (shares) | shares | (121,000) |
Unvested and outstanding, end of period (shares) | shares | 243,000 |
Weighted- Average Grant- Date Fair Value Per Share | |
Unvested and outstanding, beginning of period (USD per share) | $ / shares | $ 27.77 |
Unearned performance shares related to 2020 grants (USD per share) | $ / shares | 27.77 |
Vested (USD per share) | $ / shares | 27.77 |
Unvested and outstanding, end of period (USD per share) | $ / shares | $ 27.77 |
Shares vested, percentage of target level | 50.00% |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of TSR RSUs Activity (Details) - TSR RSUs | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Shares | |
Unvested and outstanding, beginning of period (shares) | shares | 917,000 |
Unearned performance shares related to 2020 grants (shares) | shares | (207,000) |
Vested (shares) | shares | (224,000) |
Unvested and outstanding, end of period (shares) | shares | 486,000 |
Weighted- Average Grant- Date Fair Value Per Share | |
Unvested and outstanding, beginning of period (USD per share) | $ / shares | $ 30.90 |
Unearned performance shares related to 2020 grants (USD per share) | $ / shares | 30.60 |
Vested (USD per share) | $ / shares | 30.60 |
Unvested and outstanding, end of period (USD per share) | $ / shares | $ 31.16 |
Shares vested, percentage of target level | 52.00% |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of RSU Activity Excluding PRSUs and TSR RSUs (Details) - RSUs shares in Thousands | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Shares | |
Unvested and outstanding, beginning of period (shares) | shares | 36,611 |
Granted (shares) | shares | 3,268 |
Vested (shares) | shares | (4,055) |
Canceled (shares) | shares | (1,285) |
Unvested and outstanding, end of period (shares) | shares | 34,539 |
Weighted- Average Grant- Date Fair Value Per Share | |
Unvested and outstanding, beginning of period (USD per share) | $ / shares | $ 32.28 |
Granted (USD per share) | $ / shares | 62.51 |
Vested (USD per share) | $ / shares | 30.17 |
Canceled (USD per share) | $ / shares | 32.11 |
Unvested and outstanding, end of period (USD per share) | $ / shares | $ 35.40 |
Stockholders' Equity - Compensa
Stockholders' Equity - Compensation Expense Allocated (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 110,873 | $ 97,903 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 8,732 | 5,756 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 65,156 | 60,587 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | 21,171 | 18,839 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 15,814 | $ 12,721 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Contingency [Line Items] | ||
Benefit from income taxes | $ (18,001) | $ (7,139) |
Deferred tax assets, net of valuation allowance | 933,200 | |
Unrecognized tax benefits | 361,500 | |
Unrecognized tax benefits, if recognized, would affect the effective tax rate | 280,100 | |
Foreign Tax Authority | ||
Income Tax Contingency [Line Items] | ||
Deferred tax assets, valuation allowance | $ 1,100,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2021 | Jan. 31, 2021 | Jan. 15, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | |
Other Commitments [Line Items] | |||||
Amount of indebtedness to be incurred before increase through amendment | $ 4,500,000,000 | ||||
Increased amount of indebtedness to be incurred after amendment | 6,000,000,000 | ||||
Insurance settlements receivable | $ 38,000,000 | ||||
Stock repurchase program, authorized amount | $ 2,000,000,000 | $ 2,000,000,000 | |||
Unfavorable Regulatory Action | Federal Trade Commissions | |||||
Other Commitments [Line Items] | |||||
Loss contingency accrual | $ 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 2026 | Convertible Notes | |||||
Other Commitments [Line Items] | |||||
Debt instrument, principal amount | 1,437,500,000 | ||||
Contractual obligation to settle commitments | 1,440,000,000 | ||||
Revolving Credit Facility | |||||
Other Commitments [Line Items] | |||||
Unsecured revolving credit facility | 500,000,000 | ||||
Line of credit facility amount | $ 0 |