Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 10, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Transition Report | false | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001418091 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Document Fiscal Year Focus | 2021 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 53,550 | ||
Entity Common Stock, Shares Outstanding | 800,641,166 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 238 |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | San Francisco, California |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 2,186,549 | $ 1,988,429 |
Short-term investments | 4,207,133 | 5,483,873 |
Accounts receivable, net of allowance for doubtful accounts of $15,278 and $16,946 | 1,217,404 | 1,041,743 |
Prepaid expenses and other current assets | 266,484 | 123,063 |
Assets held for sale | 40,800 | 0 |
Total current assets | 7,918,370 | 8,637,108 |
Property and equipment, net | 2,082,160 | 1,493,794 |
Operating lease right-of-use assets | 1,195,124 | 930,139 |
Intangible assets, net | 69,324 | 58,338 |
Goodwill | 1,301,520 | 1,312,346 |
Deferred tax assets, net | 1,148,573 | 796,326 |
Other assets | 344,445 | 151,039 |
Total assets | 14,059,516 | 13,379,090 |
Current liabilities: | ||
Accounts payable | 203,171 | 194,281 |
Accrued and other current liabilities | 918,350 | 663,532 |
Convertible notes, short-term | 0 | 917,866 |
Operating lease liabilities, short-term | 222,346 | 177,147 |
Total current liabilities | 1,343,867 | 1,952,826 |
Convertible notes, long-term | 3,559,023 | 1,875,878 |
Senior notes, long-term | 693,996 | 692,994 |
Operating lease liabilities, long-term | 1,071,209 | 819,748 |
Deferred and other long-term tax liabilities, net | 40,691 | 31,463 |
Other long-term liabilities | 43,531 | 36,099 |
Total liabilities | 6,752,317 | 5,409,008 |
Commitments and contingencies (Note 16) | ||
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; 799,384 and 796,000 shares issued and outstanding | 4 | 4 |
Additional paid-in capital | 8,432,112 | 9,167,138 |
Treasury stock, at cost-- 120 and 98 shares | (5,295) | (5,297) |
Accumulated other comprehensive loss | (117,320) | (66,094) |
Accumulated deficit | (1,002,302) | (1,125,669) |
Total stockholders' equity | 7,307,199 | 7,970,082 |
Total liabilities and stockholders' equity | $ 14,059,516 | $ 13,379,090 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 15,278 | $ 16,946 |
Preferred shares, par value (in dollars per share) | $ 0.000005 | $ 0.000005 |
Preferred shares, authorized (in shares) | 200,000,000 | 200,000,000 |
Preferred shares, issued (in shares) | 0 | 0 |
Preferred shares, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.000005 | $ 0.000005 |
Common shares, authorized (in shares) | 5,000,000,000 | 5,000,000,000 |
Common shares, issued (in shares) | 799,384,000 | 796,000,000 |
Common shares, outstanding (in shares) | 799,384,000 | 796,000,000 |
Treasury stock (in shares) | 120,000 | 98,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 5,077,482 | $ 3,716,349 | $ 3,459,329 |
Costs and expenses | |||
Cost of revenue | 1,797,510 | 1,366,388 | 1,137,041 |
Research and development | 1,246,704 | 873,011 | 682,281 |
Sales and marketing | 1,175,970 | 887,860 | 913,813 |
General and administrative | 584,336 | 562,432 | 359,821 |
Litigation settlement, net | 765,701 | 0 | 0 |
Total costs and expenses | 5,570,221 | 3,689,691 | 3,092,956 |
Income (loss) from operations | (492,739) | 26,658 | 366,373 |
Interest expense | (51,186) | (152,878) | (138,180) |
Interest income | 35,683 | 88,178 | 157,703 |
Other income (expense), net | 97,129 | (12,897) | 4,243 |
Income (loss) before income taxes | (411,113) | (50,939) | 390,139 |
Provision (benefit) for income taxes | (189,704) | 1,084,687 | (1,075,520) |
Net income (loss) | $ (221,409) | $ (1,135,626) | $ 1,465,659 |
Net income (loss) per share: | |||
Basic (in dollars per share) | $ (0.28) | $ (1.44) | $ 1.90 |
Diluted (in dollars per share) | $ (0.28) | $ (1.44) | $ 1.87 |
Weighted-average shares used to compute net income (loss) per share: | |||
Basic (in shares) | 797,573 | 787,861 | 770,729 |
Diluted (in shares) | 797,573 | 787,861 | 785,531 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ (221,409) | $ (1,135,626) | $ 1,465,659 |
Other comprehensive income (loss), net of tax: | |||
Change in unrealized gain (loss) on investments in available-for-sale securities | (25,917) | 11,318 | 13,785 |
Change in foreign currency translation adjustment | (25,309) | (6,878) | (19,008) |
Net change in accumulated other comprehensive income (loss) | (51,226) | 4,440 | (5,223) |
Comprehensive income (loss) | $ (272,635) | $ (1,131,186) | $ 1,460,436 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ 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, 2018 | 764,257 | |||||||
Balance, beginning of period at Dec. 31, 2018 | $ 4 | $ 8,324,974 | $ (65,311) | $ (1,454,073) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock in connection with RSU vesting (in shares) | 13,519 | |||||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation (in shares) | 471 | |||||||
Exercise of stock options (in shares) | 361 | |||||||
Issuance of common stock upon purchases under employee stock purchase plan (in shares) | 1,592 | |||||||
Shares withheld related to net share settlement of equity awards (in shares) | (579) | |||||||
Other activities (in shares) | (2) | |||||||
Exercise of stock options | 788 | |||||||
Issuance of common stock upon purchases under employee stock purchase plan | 42,378 | |||||||
Shares withheld related to net share settlement of equity awards | (19,594) | |||||||
Stock-based compensation | 414,784 | |||||||
Purchase of convertible note hedge | $ 0 | |||||||
Other comprehensive income (loss) | (5,223) | (5,223) | ||||||
Net income (loss) | $ 1,465,659 | 1,465,659 | ||||||
Balance, end of period, shares at Dec. 31, 2019 | 779,619 | 779,619 | ||||||
Balance, end of period at Dec. 31, 2019 | $ 8,704,386 | $ 4 | 8,763,330 | (70,534) | 11,586 | $ (1,629) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock in connection with RSU vesting (in shares) | 16,795 | |||||||
Issuance of common stock in connection with acquisitions (in shares) | 168 | |||||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation (in shares) | 1,509 | |||||||
Exercise of stock options (in shares) | 1,882 | |||||||
Issuance of common stock upon purchases under employee stock purchase plan (in shares) | 2,300 | 2,250 | ||||||
Shares withheld related to net share settlement of equity awards (in shares) | (639) | |||||||
Repurchased of common stock (in shares) | (5,700) | (5,584) | ||||||
Issuance of common stock in connection with acquisitions | 8,311 | |||||||
Exercise of stock options | 5,441 | |||||||
Issuance of common stock upon purchases under employee stock purchase plan | 55,470 | |||||||
Shares withheld related to net share settlement of equity awards | (22,585) | |||||||
Stock-based compensation | 510,254 | |||||||
Equity component of the convertible note issuance, net | 92,209 | |||||||
Purchase of convertible note hedge | $ 0 | |||||||
Repurchases of common stock | (250,600) | (245,292) | $ (5,297) | |||||
Other comprehensive income (loss) | 4,440 | 4,440 | ||||||
Net income (loss) | $ (1,135,626) | (1,135,626) | ||||||
Balance, end of period, shares at Dec. 31, 2020 | 796,000 | 796,000 | ||||||
Balance, end 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 (in shares) | 17,423 | |||||||
Issuance of common stock in connection with acquisitions (in shares) | 194 | |||||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation (in shares) | 388 | |||||||
Exercise of stock options (in shares) | 532 | 532 | ||||||
Issuance of common stock upon purchases under employee stock purchase plan (in shares) | 2,200 | 2,214 | ||||||
Shares withheld related to net share settlement of equity awards (in shares) | (442) | |||||||
Repurchased of common stock (in shares) | (16,900) | (16,860) | ||||||
Other activities (in shares) | (65) | |||||||
Issuance of common stock in connection with acquisitions | 12,640 | |||||||
Exercise of stock options | 2,056 | |||||||
Issuance of common stock upon purchases under employee stock purchase plan | 68,792 | |||||||
Shares withheld related to net share settlement of equity awards | (26,982) | |||||||
Stock-based compensation | 709,608 | |||||||
Purchase of convertible note hedge | $ (213,469) | (213,469) | ||||||
Adjustments to Additional Paid in Capital, Tax Related to Purchase of Convertible Note Hedge | 49,262 | |||||||
Issuance of warrants | 161,144 | |||||||
Repurchases of common stock | (930,500) | (930,530) | (21,181) | |||||
Retirement of treasury stock | 21,183 | |||||||
Other comprehensive income (loss) | (51,226) | (51,226) | ||||||
Net income (loss) | $ (221,409) | (221,409) | ||||||
Balance, end of period, shares at Dec. 31, 2021 | 799,384 | 799,384 | ||||||
Balance, end of period at Dec. 31, 2021 | $ 7,307,199 | $ 4 | $ 8,432,112 | $ (5,295) | $ (117,320) | $ (1,002,302) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net income (loss) | $ (221,409) | $ (1,135,626) | $ 1,465,659 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization expense | 544,848 | 495,177 | 465,549 |
Stock-based compensation expense | 629,901 | 474,932 | 378,025 |
Amortization of discount on convertible notes | 0 | 101,733 | 113,298 |
Bad debt expense | 1,560 | 18,775 | 3,083 |
Deferred income taxes | (228,774) | (36,978) | 84,369 |
Deferred tax assets establishment related to intra-entity transfers of intangible assets | 0 | 0 | (1,206,880) |
Deferred tax assets valuation allowance establishment | 0 | 1,101,374 | 0 |
Impairment (gain) on investments in privately-held companies | (101,445) | 8,842 | 1,550 |
Other adjustments | 2,975 | (10,764) | (19,989) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | |||
Accounts receivable | (189,946) | (188,039) | (67,000) |
Prepaid expenses and other assets | (121,501) | 6,398 | (29,602) |
Operating lease right-of-use assets | 219,287 | 168,000 | 149,880 |
Accounts payable | 20,869 | 18,232 | 2,946 |
Accrued and other liabilities | 260,475 | 123,345 | 92,681 |
Operating lease liabilities | (184,151) | (152,531) | (130,205) |
Net cash provided by operating activities | 632,689 | 992,870 | 1,303,364 |
Cash flows from investing activities | |||
Purchases of property and equipment | (1,011,546) | (873,354) | (540,688) |
Proceeds from sales of property and equipment | 8,462 | 9,170 | 6,158 |
Purchases of marketable securities | (3,736,659) | (6,272,395) | (5,798,111) |
Proceeds from maturities of marketable securities | 3,811,768 | 4,554,238 | 4,928,097 |
Proceeds from sales of marketable securities | 1,172,626 | 1,092,754 | 367,116 |
Purchases of investments in privately-held companies | (39,761) | (11,912) | (51,163) |
Investments in Finance Justice Fund | (69,500) | 0 | 0 |
Business combinations, net of cash acquired | (32,702) | (48,016) | (29,664) |
Other investing activities | (50,065) | (11,050) | 2,281 |
Net cash provided by (used in) investing activities | 52,623 | (1,560,565) | (1,115,974) |
Cash flows from financing activities | |||
Proceeds from issuance of convertible notes | 1,437,500 | 1,000,000 | 0 |
Proceeds from issuance of senior notes | 0 | 0 | 700,000 |
Purchases of convertible note hedges | (213,469) | 0 | 0 |
Proceeds from issuance of warrants concurrent with note hedges | 161,144 | 0 | 0 |
Debt issuance costs | (16,769) | (14,662) | (8,070) |
Repayment of convertible notes | (954,000) | 0 | (935,000) |
Repurchases of common stock | (930,530) | (245,292) | 0 |
Taxes paid related to net share settlement of equity awards | (26,982) | (22,587) | (19,594) |
Payments of finance lease obligations | (565) | (23,062) | (66,677) |
Proceeds from exercise of stock options | 2,056 | 5,442 | 788 |
Proceeds from issuances of common stock under employee stock purchase plan | 68,792 | 55,471 | 42,378 |
Net cash provided by (used in) financing activities | (472,823) | 755,310 | (286,175) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 212,489 | 187,615 | (98,785) |
Foreign exchange effect on cash, cash equivalents and restricted cash | (13,080) | (4,005) | 4,576 |
Cash, cash equivalents and restricted cash at beginning of period | 2,011,276 | 1,827,666 | 1,921,875 |
Cash, cash equivalents and restricted cash at end of period | 2,210,685 | 2,011,276 | 1,827,666 |
Supplemental cash flow data | |||
Interest paid in cash | 41,754 | 38,510 | 12,236 |
Income taxes paid in cash | 113,525 | 11,480 | 20,144 |
Supplemental disclosures of non-cash investing and financing activities | |||
Common stock issued in connection with acquisitions | 12,640 | 8,311 | 0 |
Changes in accrued property and equipment purchases | (12,149) | 24,882 | 14,985 |
Reconciliation of cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows | |||
Cash and cash equivalents | 2,186,549 | 1,988,429 | 1,799,082 |
Restricted cash included in prepaid expenses and other current assets | 8,140 | 2,287 | 1,862 |
Restricted cash included in other assets | 15,996 | 20,560 | 26,722 |
Total cash, cash equivalents and restricted cash | $ 2,210,685 | $ 2,011,276 | $ 1,827,666 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation 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. 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 generally accepted accounting principles in the United States of America (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. Revenue Recognition The Company generates the substantial majority of its revenue from the sale of advertising services with the remaining balance from data licensing and other arrangements. The Company generates its advertising revenue primarily from the sale of its Promoted Products: (i) Promoted Ads, (ii) Follower Ads and (iii) Twitter Takeover. Promoted Ads and Follower Ads are pay-for-performance advertising products or pay on impressions delivered, each priced through an auction. Twitter Takeover is featured by geography and offered on a fixed-fee-per-day basis. Advertisers are obligated to pay when a person engages with a Promoted Ad, follows a Follower Ad, when an impression is delivered, or when a Twitter Takeover is displayed for an entire day in a particular country. These advertising services may be sold in combination as a bundled arrangement or separately on a stand-alone basis. For the Company's Promoted Product arrangements, significant judgments are (i) identifying the performance obligations in the contract, (ii) determining the basis for allocating contract consideration to performance obligations, (iii) determining whether the Company is the principal or the agent in arrangements where another party is involved in providing specified services to a customer, and (iv) estimating the transaction price to be allocated for contracts with tiered rebate provisions. The Company may generate revenue from the sale of certain Promoted Ads through placement by Twitter of advertiser ads against third-party publisher content. The Company will pay the third-party publisher a revenue share fee for its right to monetize their content. In such transactions, advertisers are contracting to obtain a single integrated advertising service, the Promoted Ad combined with the third-party publisher content, and the Company obtains control of the third-party publisher content displayed on Twitter that it then combines with the advertiser ads within the Promoted Ad. Therefore, the Company reports advertising revenue generated from these transactions on a gross basis and records the related third-party content monetization fees as cost of revenue. The Company also generates advertising revenue by selling services in which the Company places ads on third-party publishers’ websites, applications or other offerings. To fulfill these transactions, the Company purchases advertising inventory from third-party publishers’ websites and applications where the Company has identified the advertisers’ targeted audience and therefore incurs traffic acquisition costs prior to transferring the advertising service to its customers. At such point, the Company has the sole ability to monetize the third-party publishers advertising inventory. In such transactions, the Company obtains control of a right to a service to be performed by the third-party publishers, which gives the Company the ability to direct those publishers to provide the services to the Company's customers on the Company's behalf. Therefore, the Company reports advertising revenue generated from these transactions on a gross basis and records the related traffic acquisition costs as cost of revenue. Fees for the advertising services above are recognized in the period when advertising is delivered as evidenced by a person engaging with a Promoted Ad or an ad on a third-party publisher website or application in a manner satisfying the types of engagement selected by the advertisers, such as Tweet engagements (e.g., Retweets, replies and likes), website clicks, mobile application installs or engagements, obtaining new followers, or video views, following a Follower Ad, delivery of impressions, or through the display of a Twitter Takeover on the Company's platform. The Company has concluded that its data licensing arrangements, which grant customers a right to its intellectual property (IP) for a defined period of time, may contain a single performance obligation satisfied at a point in time (Historical IP) or over time (Future IP), or may contain two or more performance obligations satisfied separately at a point in time (Historical IP) and over time (Future IP). In some of the Company's data licensing arrangements, pricing is a fixed monthly fee over a specified term. In arrangements with a single performance obligation satisfied over time, data licensing revenue is recognized on a straight-line basis over the period in which the Company provides data as the customer consumes and benefits from the continuous data available on an ongoing basis. In arrangements with at least two performance obligations, the Company allocates revenue on a relative basis between the performance obligations based on standalone selling price (SSP) and recognizes revenue as the performance obligations are satisfied. In other data licensing arrangements, the Company charges customers based on the amount of sales they generate from downstream customers using Twitter data. Certain of those royalty-based data licensing arrangements are subject to minimum guarantees. For such arrangements with a minimum guarantee and a single Future IP performance obligation, the Company recognizes revenue for minimum guarantees on a straight-line basis over the period in which the Company provides data. For such arrangements with a minimum guarantee and two or more performance obligations, the Company allocates revenue on a relative basis between the performance obligations based on SSP and recognizes revenue as the performance obligations are satisfied. Royalties in excess of minimum guarantees, if any, are recognized as revenue over the contract term, on a straight-line, cumulative catch-up basis. This reflects the nature of the Company’s performance obligation, which is a series of distinct monthly periods of providing a license of IP. For data licensing arrangements involving two or more performance obligations, the Company uses directly observable standalone transactions to determine SSP of Historical IP. The Company uses standalone transactions and considers all other reasonably available observable evidence to estimate SSP of Future IP. Other revenue is primarily generated from service fees from transactions completed on the Company's mobile ad exchange. The Company's mobile ad exchange enables buyers and sellers to purchase and sell advertising inventory by matching them in the exchange. The Company has determined it is not the principal in the purchase and sale of advertising inventory in transactions between third-party buyers and sellers on the exchange because the Company does not obtain control of the advertising inventory. The Company reports revenue related to its ad exchange services on a net basis for the fees paid by buyers, net of costs related to acquiring the advertising inventory paid to sellers. Arrangements involving multiple performance obligations primarily consist of combinations of the Company's pay-for-performance products, Promoted Ads and Follower Ads, which are priced through an auction, and Twitter Takeover, which is priced on a fixed-fee-per day, per geography basis. For arrangements that include a combination of these products, the Company develops an estimate of the standalone selling price for these products in order to allocate any potential discount to all performance obligations in the arrangement. The estimate of standalone selling price for pay-for-performance auction based products is determined based on the winning bid price. The estimate of standalone selling price for Twitter Takeover is based on Twitter Takeover sold on a standalone basis and/or separately priced in a bundled arrangement by reference to a list price by geography, which is typically updated and approved annually. For other arrangements involving multiple performance obligations where neither auction pricing nor standalone sales provide sufficient evidence of standalone selling price, the Company estimates standalone selling price using either an adjusted market assessment approach or an expected cost plus margin approach. The Company believes the use of its estimation approach and allocation of the transaction price on a relative standalone selling price basis to each performance obligation results in revenue recognition in a manner consistent with the underlying economics of the transaction and the allocation principles of the revenue recognition guidance. The Company has elected to exclude certain sales and indirect taxes from the determination of the transaction price. The Company expenses sales commissions as incurred when the amortization period is one year or less. Sales commission expenses are recorded within sales and marketing in the consolidated statements of operations. Cost of Revenue Cost of revenue includes infrastructure costs, other direct costs including revenue share expenses, amortization expense of technology acquired through acquisitions and amortization of capitalized labor costs for internally developed software, allocated facilities costs, as well as traffic acquisition costs (TAC). Infrastructure costs consist primarily of data center costs related to the Company’s co-located facilities, which include lease and hosting costs, related support and maintenance costs and energy and bandwidth costs, public cloud hosting costs, as well as depreciation of servers and networking equipment, and personnel-related costs, including salaries, benefits and stock-based compensation, for its operations teams. Revenue share expenses are primarily related to payments to providers from whom the Company licenses content, in order to increase engagement on the platform. The fees paid to these content providers may be based on revenues generated, or a minimum guaranteed fee. TAC consists of costs incurred with third parties in connection with the sale to advertisers of advertising products that the Company places on third-party publishers’ websites, applications or other offerings collectively resulting from acquisitions. Stock-Based Compensation Expense The Company accounts for stock-based compensation expense under the fair value recognition and measurement provisions of GAAP. Stock-based awards granted to employees are measured based on the grant-date fair value. For service-based restricted stock awards and performance-based restricted stock awards, the Company recognizes the compensation expense only for those awards expected to meet the performance and service vesting conditions. For service-based restricted stock awards, expense is recognized on a straight-line basis over the requisite service period. The service condition for restricted stock awards is generally satisfied over four years, but has been up to five years in certain circumstances. For performance-based restricted stock awards, expense is recognized on a graded basis over the requisite service period. For market-based restricted stock awards, the Company recognizes the compensation expense on a graded basis over the requisite service period regardless of whether the market condition is satisfied, provided that the requisite service has been provided. The requisite service period for performance-based and market-based restricted stock awards is generally up to six years. The Company accounts for forfeitures as they occur. The Company estimates the fair value of stock options granted and stock purchase rights provided under the Company’s employee stock purchase plan using the Black-Scholes option pricing model on the dates of grant. The compensation expense related to stock options and employee stock purchase rights is recognized on a straight-line basis over the requisite service period. The fair value of market-based restricted stock awards is determined using a Monte Carlo simulation to estimate the grant date fair value. The Company issues restricted stock subject to a lapsing right of repurchase to continuing employees of certain acquired companies. For such restricted stock issuances subject to post acquisition employment, the Company recognizes the grant-date fair value as post-acquisition stock-based compensation expense on a straight-line basis over the requisite service period. Business Combinations The Company allocates the purchase price of the acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements 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 December 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). The investments in privately-held companies are included within other assets on the consolidated balance sheets. All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net in the consolidated statements of operations. 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. Loss Contingencies The Company is 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. The Company records a liability when it believes that it is both probable that a loss has been incurred and the amount or range can be reasonably estimated. If the Company determines there is a reasonable possibility that it may incur a loss and the loss or range of loss can be estimated, it discloses the possible loss to the extent material. Significant judgment is required to determine both probability and the estimated amount. The Company reviews these provisions on a regular basis and adjusts these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Operating and Finance Leases The Company has operating leases primarily for office space and data center facilities. The determination of whether an arrangement is a lease or contains a lease is made at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, short-term, and operating lease liabilities, long-term on the Company’s consolidated balance sheets. With the exception of initial adoption of the new lease standard, where the Company’s incremental borrowing rate used was the rate on the adoption date (January 1, 2019), operating lease ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. To determine the incremental borrowing rate used to calculate the present value of future lease payments, the Company uses information including the Company’s credit rating, interest rates of similar debt instruments of entities with comparable credit ratings, the Company's recent debt issuances, and Twitter, Inc.’s guarantee of certain leases in foreign jurisdictions, as applicable. Certain lease agreements contain options for the Company to renew or early terminate a lease. The Company considers these options, which may be elected at the Company’s sole discretion, in determining the lease term on a lease-by-lease basis. Leases with an initial term of twelve months or less are not recognized on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. The Company also has server and networking equipment lease arrangements with original lease terms ranging from three The Company’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Certain of the Company’s leases contain free or escalating rent payment terms. Additionally, certain lease agreements contain lease components (for example, fixed payments such as rent) and non-lease components such as common-area maintenance costs. For each asset class of the Company’s leases—real estate offices, data centers, and equipment—the Company has elected to account for both of these provisions as a single lease component. For arrangements accounted for as a single lease component, there may be variability in future lease payments as the amount of the non-lease components is typically revised from one period to the next. These variable lease payments, which are primarily comprised of common-area maintenance, utilities, and real estate taxes that are passed on from the lessor in proportion to the space leased by the Company, are recognized in operating expenses in the period in which the obligation for those payments was incurred. The Company recognizes lease expense for its operating leases in operating expenses on a straight-line basis over the term of the lease. The Company records a liability for the estimated cost of any asset retirement obligation (ARO) associated with its leases, which are incurred as a result of the acquisition, construction or development, and/or normal operation of a long-lived asset. In the determination of the fair value of AROs, the Company uses various assumptions and judgments, including factors such as the estimated amounts and timing of restoration costs, and discount and inflation rates. As of December 31, 2021 and 2020, the Company had AROs of $34.2 million and $19.9 million, respectively, in other long-term liabilities on the consolidation balance sheets. The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Certain of these subleases contain both lease and non-lease components. The Company has elected to account for both of these provisions as a single lease component. Sublease rent income is recognized as an offset to operating expense on a straight-line basis over the lease term. In addition to sublease rent, variable non-lease costs such as common-area maintenance, utilities, and real estate taxes are charged to subtenants over the duration of the lease for their proportionate share of these costs. These variable non-lease income receipts are recognized in operating expenses as a reduction to costs incurred by the Company in relation to the head lease. Cash, Cash Equivalents and Investments The Company invests its excess cash primarily in short-term fixed income securities, including government and investment-grade debt securities and money market funds. The Company classifies all liquid investments with stated maturities of three months or less from date of purchase as cash equivalents. The Company classifies all marketable securities for use in current operations, even if the security matures beyond 12 months, and presents them as short-term investments on the consolidated balance sheets. As of December 31, 2021 and 2020, the Company has restricted cash balances of $8.1 million and $2.3 million, respectively, within prepaid expenses and other current assets and $16.0 million and $20.6 million, respectively, in other assets on the consolidated balance sheets based upon the term of the remaining restrictions. These restricted cash balances are primarily cash deposits to back letters of credit related to certain property leases. The Company determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable securities as available-for-sale. After considering the Company’s capital preservation objectives, as well as its liquidity requirements, the Company may sell securities prior to their stated maturities. The Company carries its available-for-sale securities at fair value. The Company reports the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for unrealized losses determined to be credit-related, which are recorded as other income (expense), net in the consolidated statements of operations and reports an allowance for credit losses in short-term investments on the balance sheet, if any. The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method and records such gains and losses as a component of other income (expense), net. Interest earned on cash, cash equivalents, and marketable securities was $35.7 million, $88.2 million, and $157.7 million during the years ended December 31, 2021, 2020 and 2019, respectively. These amounts are recorded in interest income in the consolidated statements of operations. The Company's investment policy only allows purchases of investment-grade notes and provides guidelines on concentrations to ensure minimum risk of loss. The Company evaluates whether the unrealized loss on available-for-sale debt securities is the result of the credit worthiness of the corporate notes it held, or other non-credit-related factors such as liquidity by reviewing a number of factors such as the implied yield of the corporate note based on the market price, the nature of the invested entity's business or industry, market capitalization relative to debt, changes in credit ratings, and the market prices of the corporate notes subsequent to period end. As of December 31, 2021, the gross unrealized loss on available-for-sale debt securities was immaterial and there were no expected credit losses related to the Company's available-for-sale debt securities. The Company does not intend to sell these investments and it is not more likely than not that the Company will be required to sell these investments before recovery of their amortized cost bases. As of December 31, 2021, no allowance for credit losses in short-term investments was recorded. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector and establishing a minimum allowable credit rating. To manage the risk exposure, the Company invests cash equivalents and short-term investments in a variety of fixed income securities, including government and investment-grade debt securities and money market funds. The Company places its cash primarily in checking and money market accounts with reputable financial institutions. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits, if any. The Company’s accounts receivable are typically unsecured and are derived from customers around the world in different industries. The Company includes terms in its contracts providing the ability to stop transferring promised goods or services, performs ongoing credit evaluations of its customers, and maintains allowances for potential credit losses. Historically, such losses have been within management’s expectations. As of December 31, 2021 and 2020, no single customer accounted for more than 10% of the Company’s net accounts receivable balances. No single customer accounted for more than 10% of the Company’s revenue in the years ended December 31, 2021, 2020 and 2019. The Company’s note hedge transactions, entered into in connection with the Convertible Notes, as defined and further described in Note 4 – Fair Value Measurements, and its derivative financial instruments expose the Company to credit risk to the extent that its counterparties may be unable to meet the terms of the transactions. The Company mitigates this risk by limiting its counterparties to major financial institutions and using multiple financial institutions as counterparties in its hedge transactions. Accounts Receivable, Net The Company records accounts receivable at the invoiced amount. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivable amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, the customer’s current financial condition, and considers macroeconomic factors to estimate expected future credit losses. In the year ended December 31, 2021, the Company recorded an immaterial increase in the allowance for doubtful accounts. Unbilled Revenue (Contract Assets) The Company evaluates whether its unbilled revenue is exposed to potential credit losses by considering factors such as the creditworthiness of its customers, the term over which unbilled revenue will be recognized, historical impairment of unbilled revenue, and contemplation of projected macroeconomic factors. As of December 31, 2021, the Company recorded an immaterial amount of allowance for credit losses on unbilled revenue. Property and Equipment, Net Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life. The estimated useful lives of property and equipment are described below: Property and Equipment Estimated Useful Life Computer hardware, networking and office equipment Three Computer software Up to five years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term The Company reviews the remaining estimated useful lives of its property and equipment on an ongoing basis. Management is required to use judgment in determining the estimated useful lives of such assets. Changes in circumstances such as technological advances, changes to the Company’s business model, changes in the Company’s business strategy, or changes in the planned use of property and equipment could result in the actual useful lives differing from the Company’s current estimates. In cases where the Company determines that the estimated useful life of property and equipment should be shortened or extended, the Company would apply the new estimated useful life prospectively. The Company reviews property and equipment for impairment when events or circumstances indicate the carrying amount may not be recoverable. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operating expenses. Capitalization of Interest Interest costs are capitalized for assets that are constructed for the Company’s own internal use, including internally developed software and property and equipment, for the period of time to get them ready for their intended use. During the years ended December 31, 2021, 2020 and 2019, the Company capitalized $1.5 million, $3.8 million, and $4.6 million of interest expense, respectively. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but rather is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. If the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value. The Company conducted its annual goodwill impairment test during the fourth quarter of 2021 and determined that the fair value of the reporting unit significantly exceeded its carrying value. As such, goodwill was not impaired. No impairment charge was recorded in any of the periods presented in the consolidated financial statements. Intangible Assets Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives of up to eleven years. The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. There have been no impairment charges recorded in any of the periods presented in the consolidated financial statements. Fair Value Measurements The Comp |
Revenue
Revenue | 12 Months Ended |
Dec. 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): Year Ended December 31, 2021 2020 2019 Revenue by services: Advertising services $ 4,505,692 $ 3,207,392 $ 2,993,392 Data licensing and other 571,790 508,957 465,937 Total revenue $ 5,077,482 $ 3,716,349 $ 3,459,329 Year Ended December 31, 2021 2020 2019 Revenue by geographic area: United States $ 2,835,760 $ 2,078,836 $ 1,944,022 Japan 675,022 547,862 537,021 Rest of World 1,566,700 1,089,651 978,286 Total revenue $ 5,077,482 $ 3,716,349 $ 3,459,329 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 on the consolidated balance sheets within prepaid expenses and other current assets and within other assets. The Company’s contracts do not contain material financing components. The Company's unbilled revenue primarily consists of amounts that have yet to be billed under contracts with escalating fee structures. Specifically, because the Company generally recognizes revenue on a straight-line basis for data licensing arrangements with escalating fee structures, revenue recognized represents amounts to which the Company is contractually entitled; however, the revenue recognized exceeds the amounts the Company has a right to bill as of the period end, thus resulting in unbilled revenue. Deferred Revenue (Contract Liabilities) The Company presents deferred revenue primarily within accrued and other current liabilities on 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): December 31, December 31, Unbilled Revenue $ 44,880 $ 44,063 Deferred Revenue $ 79,414 $ 62,191 The amount of revenue recognized in the year ended December 31, 2021 that was included in the deferred revenue balance as of December 31, 2020 was $61.9 million. The amount of revenue recognized in the year ended December 31, 2020 that was included in the deferred revenue balance as of December 31, 2019 was $69.0 million. This revenue consists primarily of revenue recognized as a result of the utilization of bonus ads inventory earned by and material rights provided to customers in prior periods and the satisfaction of the Company’s performance obligations relating to data licensing contracts with advance cash payments or material rights. The amount of revenue recognized from obligations satisfied (or partially satisfied) in prior periods was not material. The increase in the unbilled revenue balance from December 31, 2020 to December 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 December 31, 2021 was primarily due to bonus ads inventory offered to customers during the period for meeting certain spending targets, offset by the delivery of bonus ads inventory. Remaining Performance Obligations As of December 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 $587.2 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 2022 2023 2024 and Thereafter Revenue expected to be recognized on remaining performance obligations $ 587,198 $ 237,036 $ 163,645 $ 186,517 |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-term Investments | 12 Months Ended |
Dec. 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): December 31, December 31, Cash and cash equivalents: Cash $ 336,958 $ 285,002 Money market funds 1,000,671 1,158,927 Corporate notes, commercial paper and certificates of deposit 848,920 544,500 Total cash and cash equivalents $ 2,186,549 $ 1,988,429 Short-term investments: U.S. government and agency securities $ 374,868 $ 910,259 Corporate notes, commercial paper and certificates of deposit 3,829,123 4,572,394 Marketable equity securities 3,142 1,220 Total short-term investments $ 4,207,133 $ 5,483,873 The contractual maturities of debt securities classified as available-for-sale as of December 31, 2021 were as follows (in thousands): December 31, Due within one year $ 2,208,362 Due after one year through five years 1,995,629 Total $ 4,203,991 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): December 31, 2021 Gross Gross Gross Aggregated U.S. government and agency securities $ 376,966 $ 12 $ (2,110) $ 374,868 Corporate notes, commercial paper and certificates of deposit 3,832,983 4,873 (8,733) 3,829,123 Total available-for-sale debt securities classified as short-term investments $ 4,209,949 $ 4,885 $ (10,843) $ 4,203,991 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 available-for-sale debt securities classified as cash and cash equivalents on the consolidated balance sheets are not included in the tables above as the gross unrealized gains and losses were immaterial for each period. Their carrying value approximates fair value because of the short maturity period of these instruments. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company measures its cash equivalents, short-term investments and derivative financial instruments at fair value. The Company classifies its cash equivalents, short-term investments and derivative financial instruments within Level 1 or Level 2 because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The fair value of the Company’s Level 1 financial assets is based on quoted market prices of the identical underlying security. The fair value of the Company’s Level 2 financial assets is based on inputs that are directly or indirectly observable in the market, including the readily-available pricing sources for the identical underlying security that may not be actively traded. The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2021 and 2020 based on the three-tier fair value hierarchy (in thousands): December 31, 2021 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 1,000,671 $ — $ 1,000,671 Commercial paper — 843,919 843,919 Certificates of deposit — 5,001 5,001 Short-term investments: U.S. government and agency securities — 374,868 374,868 Corporate notes — 2,633,777 2,633,777 Commercial paper — 953,103 953,103 Certificates of deposit — 242,243 242,243 Marketable equity securities 3,142 — 3,142 Other current assets: Foreign currency contracts — 7,849 7,849 Total $ 1,003,813 $ 5,060,760 $ 6,064,573 Liabilities Other current liabilities: Foreign currency contracts $ — $ 2,125 $ 2,125 Total $ — $ 2,125 $ 2,125 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 In 2018, we issued $1.15 billion in aggregate principal amount of 0.25% convertible senior notes due 2024, or the 2024 Notes. In 2019, we issued $700.0 million in aggregate principal amount of 3.875% senior notes due 2027, or the 2027 Notes. In 2020, we issued $1.0 billion in aggregate principal amount of 0.375% convertible senior notes due 2025, or the 2025 Notes. In March 2021, we issued $1.44 billion in aggregate principal amount of 0% convertible senior notes due 2026, or the 2026 Notes. We refer to the 2024 Notes, the 2025 Notes, and the 2026 Notes as the Convertible Notes, and we refer to the Convertible Notes and the 2027 Notes as the Notes. The following table sets forth the estimated fair value of the Company's convertible and senior notes outstanding as of December 31, 2021 based on the three-tier fair value hierarchy (in thousands): December 31, 2021 Level 2 Level 3 Total $1.15 billion in aggregate principal amount of 0.25% convertible senior notes due in 2024 (the 2024 Notes) 1,244,760 — 1,244,760 $1.0 billion in aggregate principal amount of 0.375% convertible senior notes due in 2025 (the 2025 Notes) — 1,206,210 1,206,210 $1.44 billion in aggregate principal amount of 0% convertible senior notes due in 2026 (the 2026 Notes) 1,297,200 — 1,297,200 $700.0 million in aggregate principal amount of 3.875% senior notes due in 2027 (the 2027 Notes) 728,756 — 728,756 Total 3,270,716 1,206,210 4,476,926 The estimated fair value of 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 11 – 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 on 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 $910.5 million and $729.8 million at December 31, 2021 and 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 December 31, December 31, Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 7,849 $ 5,529 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities $ 2,125 $ 1,028 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 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): December 31, December 31, Property and equipment, net Equipment $ 2,603,304 $ 1,830,459 Furniture and leasehold improvements 470,678 362,766 Capitalized software 948,710 811,371 Construction in progress 261,267 349,935 Total 4,283,959 3,354,531 Less: Accumulated depreciation and amortization (2,201,799) (1,860,737) Property and equipment, net $ 2,082,160 $ 1,493,794 December 31, December 31, Property and equipment, net: United States $ 2,038,597 $ 1,460,163 International 43,563 33,631 Total property and equipment, net $ 2,082,160 $ 1,493,794 Depreciation expense totaled $503.6 million, $471.6 million, and $449.0 million for the years ended December 31, 2021, 2020, and 2019, respectively. Included in these amounts were depreciation expense for server and networking equipment acquired under finance leases in the amount of $0.4 million, $20.5 million, and $63.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. |
Operating and Finance Leases
Operating and Finance Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Operating and Finance Leases | Operating and Finance Leases The Company’s leases have remaining lease terms from less than one year up to approximately ten years. The components of lease cost for the year ended December 31, 2021 were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Operating lease cost $ 256,388 $ 201,386 173,005 Finance lease cost Depreciation expense 435 20,527 63,674 Interest on lease liabilities 2 369 2,125 Total finance lease cost 437 20,896 65,799 Short-term lease cost 5,411 5,603 3,000 Variable lease cost 81,387 52,476 49,456 Sublease income (9,660) (9,626) (22,326) Total lease cost $ 333,963 $ 270,735 268,934 Other information related to leases was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 231,643 $ 183,033 $ 165,093 Operating cash flows from finance leases $ 2 $ 369 $ 2,125 Financing cash flows from finance leases $ 565 $ 23,062 $ 66,677 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 491,996 $ 398,480 $ 110,522 December 31, December 31, Lease Term and Discount Rate Weighted-average remaining lease term (years): Operating leases 7.2 6.8 Finance leases — 0.1 Weighted-average discount rate: Operating leases 3.4 % 3.8 % Finance leases — % 3.9 % Future lease payments under leases and sublease income as of December 31, 2021 were as follows (in thousands): Operating Sublease Year Ending December 31, 2022 $ 277,260 $ (4,685) 2023 235,742 (3,187) 2024 235,777 (1,725) 2025 230,193 (120) 2026 207,828 — Thereafter 687,226 — Total future lease payments (receipts) 1,874,026 $ (9,717) Less: leases not yet commenced (409,380) Less: imputed interest (171,091) Total lease liabilities $ 1,293,555 Reconciliation of lease liabilities as shown on the consolidated balance sheets Operating lease liabilities, short-term $ 222,346 Operating lease liabilities, long-term 1,071,209 Total operating lease liabilities $ 1,293,555 |
Operating and Finance Leases | Operating and Finance Leases The Company’s leases have remaining lease terms from less than one year up to approximately ten years. The components of lease cost for the year ended December 31, 2021 were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Operating lease cost $ 256,388 $ 201,386 173,005 Finance lease cost Depreciation expense 435 20,527 63,674 Interest on lease liabilities 2 369 2,125 Total finance lease cost 437 20,896 65,799 Short-term lease cost 5,411 5,603 3,000 Variable lease cost 81,387 52,476 49,456 Sublease income (9,660) (9,626) (22,326) Total lease cost $ 333,963 $ 270,735 268,934 Other information related to leases was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 231,643 $ 183,033 $ 165,093 Operating cash flows from finance leases $ 2 $ 369 $ 2,125 Financing cash flows from finance leases $ 565 $ 23,062 $ 66,677 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 491,996 $ 398,480 $ 110,522 December 31, December 31, Lease Term and Discount Rate Weighted-average remaining lease term (years): Operating leases 7.2 6.8 Finance leases — 0.1 Weighted-average discount rate: Operating leases 3.4 % 3.8 % Finance leases — % 3.9 % Future lease payments under leases and sublease income as of December 31, 2021 were as follows (in thousands): Operating Sublease Year Ending December 31, 2022 $ 277,260 $ (4,685) 2023 235,742 (3,187) 2024 235,777 (1,725) 2025 230,193 (120) 2026 207,828 — Thereafter 687,226 — Total future lease payments (receipts) 1,874,026 $ (9,717) Less: leases not yet commenced (409,380) Less: imputed interest (171,091) Total lease liabilities $ 1,293,555 Reconciliation of lease liabilities as shown on the consolidated balance sheets Operating lease liabilities, short-term $ 222,346 Operating lease liabilities, long-term 1,071,209 Total operating lease liabilities $ 1,293,555 |
Operating and Finance Leases | Operating and Finance Leases The Company’s leases have remaining lease terms from less than one year up to approximately ten years. The components of lease cost for the year ended December 31, 2021 were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Operating lease cost $ 256,388 $ 201,386 173,005 Finance lease cost Depreciation expense 435 20,527 63,674 Interest on lease liabilities 2 369 2,125 Total finance lease cost 437 20,896 65,799 Short-term lease cost 5,411 5,603 3,000 Variable lease cost 81,387 52,476 49,456 Sublease income (9,660) (9,626) (22,326) Total lease cost $ 333,963 $ 270,735 268,934 Other information related to leases was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 231,643 $ 183,033 $ 165,093 Operating cash flows from finance leases $ 2 $ 369 $ 2,125 Financing cash flows from finance leases $ 565 $ 23,062 $ 66,677 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 491,996 $ 398,480 $ 110,522 December 31, December 31, Lease Term and Discount Rate Weighted-average remaining lease term (years): Operating leases 7.2 6.8 Finance leases — 0.1 Weighted-average discount rate: Operating leases 3.4 % 3.8 % Finance leases — % 3.9 % Future lease payments under leases and sublease income as of December 31, 2021 were as follows (in thousands): Operating Sublease Year Ending December 31, 2022 $ 277,260 $ (4,685) 2023 235,742 (3,187) 2024 235,777 (1,725) 2025 230,193 (120) 2026 207,828 — Thereafter 687,226 — Total future lease payments (receipts) 1,874,026 $ (9,717) Less: leases not yet commenced (409,380) Less: imputed interest (171,091) Total lease liabilities $ 1,293,555 Reconciliation of lease liabilities as shown on the consolidated balance sheets Operating lease liabilities, short-term $ 222,346 Operating lease liabilities, long-term 1,071,209 Total operating lease liabilities $ 1,293,555 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 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 34,143 Reclassified to assets held for sale (1) (40,800) Other (4,169) Balance as of December 31, 2021 $ 1,301,520 (1) On October 6, 2021, the Company announced that it entered into a definitive agreement to sell its MoPub business. The Company reclassified $40.8 million of goodwill to assets held for sale on the consolidated balance sheet as of December 31, 2021. Refer to Note 10 - Assets Held for Sale for further details on the transaction. 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 December 31, 2021: Patents and developed technologies $ 106,261 $ (57,988) $ 48,273 Assembled workforce 23,500 (2,449) 21,051 Total $ 129,761 $ (60,437) $ 69,324 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 Intangible assets are amortized over a period of up to eleven years from the respective purchase dates. The weighted-average amortization period for intangible assets acquired during the year ended December 31, 2021 is 2.7 years, with a weighted-average amortization period by asset class of 3.6 years for patents and developed technologies and 2.0 years for assembled workforce. Amortization expense associated with intangible assets for the years ended December 31, 2021, 2020, and 2019 was $41.2 million, $23.6 million, and $16.5 million, respectively. During the year ended December 31, 2021, $34.1 million in gross carrying value and accumulated amortization related to fully-amortized intangible assets was eliminated. Estimated future amortization expense as of December 31, 2021 is as follows (in thousands): 2022 $ 31,266 2023 19,467 2024 6,673 2025 2,510 2026 2,410 Thereafter 6,998 Total $ 69,324 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 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): December 31, December 31, Accrued compensation 325,113 171,681 Federal Trade Commission accrual (see Note 16) 150,000 150,000 Deferred revenue 78,541 58,976 Accrued tax liabilities 47,830 40,384 Accrued publisher, content and ad network costs 45,025 42,541 Accrued professional services 41,321 27,404 Accrued other 230,520 172,546 Total $ 918,350 $ 663,532 |
Acquisitions and Other Investme
Acquisitions and Other Investments | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Other Investments | Acquisitions and Other Investments 2021 Acquisitions During the year ended December 31, 2021, the Company made a number of acquisitions that were accounted for as business combinations. The total purchase price for these acquisitions was $56.6 million, which was allocated as follows: $13.9 million to developed technologies and other acquired intangible assets, $8.6 million to net assets assumed based on their estimated fair value on the acquisition date, and the excess $34.1 million of the purchase price over the fair value of net assets acquired to goodwill. The goodwill from the acquisitions is mainly attributable to 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 two years. During the year ended December 31, 2021, the Company also made a number of acquisitions that were accounted for as asset acquisitions, with a total purchase price of $32.6 million, which was all allocated to assembled workforce intangible assets. Assembled workforce intangible assets are amortized on a straight-line basis over their estimated useful lives of up to two years. The results of operations for these acquisitions have been included in the Company’s consolidated statements of operations since the date of each respective acquisition. Actual and pro forma revenue and results of operations for these acquisitions have not been presented because they do not have a material impact on the consolidated results of operations. 2020 Acquisitions During the year ended December 31, 2020, the Company made a number of acquisitions, which were accounted for as business combinations. The total purchase price for these acquisitions was $69.7 million, which was allocated as follows: $13.8 million to developed technologies and other acquired intangible assets, $4.9 million to net assets assumed based on their estimated fair value on the acquisition date, and the excess $51.0 million of the purchase price over the fair value of net assets acquired to goodwill. The goodwill from the acquisitions is mainly attributable to assembled workforce, expected synergies and other benefits. The goodwill is not tax deductible. Developed technologies and other acquired intangible assets will be amortized on a straight-line basis over their estimated useful lives of up to three years. The results of operations for these acquisitions have been included in the Company’s consolidated statement 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. 2019 Acquisitions During the year ended December 31, 2019, the Company made a number of acquisitions, which were accounted for as business combinations. The total purchase price of $34.5 million (paid in cash of $29.9 million and indemnification holdback of $4.6 million) for these acquisitions was allocated as follows: $9.0 million to developed technology, $1.9 million to net liabilities assumed based on their estimated fair value on the acquisition date, and the excess $27.4 million of the purchase price over the fair value of net assets acquired to goodwill. The goodwill from the acquisitions are mainly attributable to assembled workforce, expected synergies and other benefits. The goodwill is not tax deductible. Developed technologies are amortized on a straight-line basis over their estimated useful lives of up to three years. The results of operations for these acquisitions have been included in the Company’s consolidated statements of operations since the date of 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 that primarily consist of non-marketable equity securities without readily determinable fair values. The Company’s non-marketable equity securities had a combined carrying value of $207.4 million and $85.8 million as of December 31, 2021 and 2020, respectively. The maximum loss the Company can incur for its investments is their carrying value. In 2021, the Company funded $60.0 million of bridge financing in the form of convertible loans to a privately-held company in which it had an existing investment. Subsequently, the Company converted $30.0 million of the $60.0 million of the convertible loans into preferred stock, and sold the remaining $30.0 million of the convertible loans at face value to an unaffiliated third party. As of December 31, 2021, the $30.0 million of the preferred stock is included within other assets on the consolidated balance sheet. In the year ended December 31, 2021, the Company recorded upward adjustments (unrealized gain) of $84.7 million on its investment in this privately-held company in other income (expense), net in the consolidated statements of operations. The upward adjustments represent the difference between the fair value and carrying value of the investment, resulting from observable price changes in orderly transactions for similar investments related to subsequent rounds of financing from new and existing investors completed by the privately-held company. The estimated fair value of the preferred stock is determined based on an option pricing model, which represents a Level 3 valuation. The option pricing model allocates equity value to individual securities within the investees’ capital structure based on contractual rights and preferences. The inputs in the option pricing model are transaction price per share of those similar securities along with time to liquidity and volatility. In the year ended December 31, 2021, two of the Company's investments in privately-held companies completed their initial public offerings. The Company recorded upward adjustments (unrealized gains) of $16.9 million on its investments in these companies in other income (expense), net in the consolidated statement of operations in the year ended December 31, 2021 to reflect the market value of these investments. The investments were each reclassified to marketable equity securities following the initial public offering of the respective issuer. No upward adjustments were recorded in the year ended December 31, 2020. 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. No impairment charge was recorded in the year ended December 31, 2021. In the years ended December 31, 2020 and 2019, the Company recorded $8.8 million and $1.6 million of impairment charges, respectively, within other income (expense), net in the consolidated statements of operations. The Company also recorded a gain of $10.2 million from the sale of an investment in a privately-held company in the year ended December 31, 2019 within other income (expense), net in the consolidated statement of operations. No such gains were recorded in the years ended December 31, 2021 and 2020. |
Assets Held for Sale
Assets Held for Sale | 12 Months Ended |
Dec. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Assets Held for Sale | Assets Held for SaleOn October 6, 2021, the Company entered into a definitive agreement to sell its MoPub business to AppLovin Corporation for $1.05 billion in cash. The Company closed the transaction on January 1, 2022 and expects to record a pre-tax gain after closing costs of approximately $1.0 billion as non-operating income in the consolidated statements of operations in the first quarter of 2022. The sale of MoPub enables the Company to concentrate more of its efforts on the significant opportunity for performance-based advertising, SMB offerings, and commerce initiatives on Twitter.The Company concluded that the sale of the MoPub business meets the criteria to be classified as assets held for sale as of December 31, 2021. The held for sale assets on the consolidated balance sheet as of December 31, 2021 consist only of goodwill. No liabilities were transferred in the transaction. No impairment charges were required for the held for sale assets in the year ended December 31, 2021. The sale does not represent a strategic shift that would have a major effect on the Company's operations and financial results, and therefore does not qualify for reporting as a discontinued operation for financial statement purposes. |
Senior Notes and Convertible No
Senior Notes and Convertible Notes | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Senior Notes and Convertible 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% fixed-rate 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 on the consolidated balance sheet as of December 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. On September 15, 2021, the Company repaid at maturity the $954.0 million of aggregate principal amount associated with its 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 2024 Notes and 2025 Notes are senior unsecured obligations of the Company. 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 2024 Notes and 2025 Notes mature on June 15, 2024 and March 15, 2025, respectively. Each $1,000 of principal of the 2024 Notes and 2025 Notes will initially be convertible into 17.5001 and 24.0964 shares, respectively, of the Company’s common stock, which is equivalent to an initial conversion price of approximately $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 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. Further, holders of the 2024 Notes may convert all or any portion of the notes at the option of such holder prior to March 15, 2024 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 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. 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 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 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. 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. 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. 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 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. The note hedge transactions in connection with the 2021 Notes expired on September 15, 2021. The total cost of the convertible note hedge transactions associated with the 2024 Notes was $268.0 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 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. The warrant transactions in connection with the 2021 Notes expire over a 60 trading day settlement period scheduled to end on March 11, 2022. Taken together, the purchase of the convertible note hedges and the sale of warrants are intended to offset any actual dilution from the conversion of the 2024 Notes and to effectively increase the overall conversion price from $57.14 to $80.20 per share. 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 on the consolidated balance sheet as of December 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. 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. The Company may redeem the 2027 Notes, in whole or in part, at any time prior to September 15, 2027 at a price equal to 100% of the principal amount of the 2027 Notes plus a “make-whole” premium and accrued and unpaid interest, if any. On and after September 15, 2027, the Company may redeem the 2027 Notes at 100% of the principal amount plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If the Company experiences a change of control triggering event (as defined in the Indenture), the Company must offer to repurchase the 2027 Notes at a repurchase price equal to 101% of the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date. Convertible Notes and Senior Notes The Notes consisted of the following (in thousands): December 31, 2021 2024 Notes 2025 Notes 2026 Notes 2027 Notes Principal amounts: Principal $ 1,150,000 $ 1,000,000 $ 1,437,500 $ 700,000 Unamortized debt discount and issuance costs (1) (5,052) (9,399) (14,026) (6,004) Net carrying amount $ 1,144,948 $ 990,601 $ 1,423,474 $ 693,996 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 on 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 December 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 and other equity-linked 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 on the consolidated balance sheet within additional paid-in capital. In the year ended December 31, 2021, the effective interest rate for the 2024 Notes, 2025 Notes, and 2027 Notes was 0.25%, 0.375%, and 3.875%, respectively. The 2026 Notes do not bear regular interest. In the year ended December 31, 2020 the effective interest rate for the 2024 Notes, 2025 Notes, and 2027 Notes was 4.46%, 2.99%, and 3.875%, respectively. During the years ended December 31, 2021, 2020, and 2019, the Company recognized $10.2 million, $112.2 million, and $123.6 million respectively, of interest expense related to the amortization of debt discount and issuance costs prior to capitalization of interest. The decreases in the effective interest rate and interest expense are 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. Refer to Note 1 - Summary of Significant Accounting Policies for more detail. During the years ended December 31, 2021, 2020, and 2019, the Company recognized $40.6 million, $42.6 million, and $15.7 million, respectively, of coupon interest expense. Future interest payments associated with the Notes total $183.0 million, with $33.7 million payable within the next 12 months. As of December 31, 2021, the remaining lives of the 2024 Notes, the 2025 Notes, the 2026 Notes, and the 2027 Notes are approximately 29 months, 38 months, 50 months, and 71 months, respectively. The following table summarizes the aggregate future principal payments on the Company’s Notes as of December 31, 2021 (in thousands): Convertible Notes Senior Notes 2022 $ — $ — 2023 — — 2024 1,150,000 — 2025 (1) 1,000,000 — 2026 1,437,500 — Thereafter — 700,000 Total $ 3,587,500 $ 700,000 (1) 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. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 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) 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 net income (loss) by the weighted-average number of common shares outstanding during the period, including potential dilutive securities. When the convertible notes are dilutive, interest expense, net of tax, is added back to net income to calculate diluted net income 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). Year Ended December 31, 2021 2020 2019 Basic net income (loss) per share: Numerator Net income (loss) $ (221,409) $ (1,135,626) $ 1,465,659 Denominator Weighted-average common shares outstanding 799,198 789,887 772,663 Weighted-average restricted stock subject to repurchase (1,625) (2,026) (1,934) Weighted-average shares used to compute basic net income (loss) per share 797,573 787,861 770,729 Basic net income (loss) per share $ (0.28) $ (1.44) $ 1.90 Diluted net income (loss) per share: Numerator Net income (loss) $ (221,409) $ (1,135,626) $ 1,465,659 Denominator Number of shares used in basic computation 797,573 787,861 770,729 Weighted-average effect of dilutive securities: RSUs — — 10,468 Stock options — — 2,496 Other — — 1,838 Weighted-average shares used to compute diluted net income (loss) per share 797,573 787,861 785,531 Diluted net income (loss) per share $ (0.28) $ (1.44) $ 1.87 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 because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2021 2020 2019 Convertible Notes 62,084 — — Warrants 41,010 32,412 42,246 RSUs 37,394 36,611 12,117 Shares subject to repurchase and others 7,612 5,668 1,284 Stock options 965 1,436 3 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 year ended December 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 net loss per share as the effect of including these shares in the calculation would have been anti-dilutive. In the year ended December 31, 2019, since the average market price of the common stock was below both the conversion price of each of the Convertible Notes outstanding in the period and the exercise price of each of the warrants in the period, the Convertible Notes did not have a dilutive impact on diluted net income per share, and the warrants were anti-dilutive. On January 1, 2021, the Company adopted the accounting standard update to simplify the accounting for convertible debt instruments. For the year ended December 31, 2021, the Company 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 year ended December 31, 2021, the Convertible Notes were not included in the computation of diluted net loss per share as the effect of including these shares in the calculation would have been anti-dilutive. The use of the if-converted method had no impact on the diluted net income (loss) per share amount for the year ended December 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. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Temporary Equity Disclosure [Abstract] | |
Preferred Stock | Preferred StockThe Company has the authority to issue up to 200,000,000 shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the stockholders. As of December 31, 2021 and 2020, there was no preferred stock outstanding. |
Common Stock and Stockholders'
Common Stock and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Common Stock and Stockholders' Equity | Common Stock and Stockholders’ Equity Common Stock As of December 31, 2021, the Company is authorized to issue 5.0 billion shares of $0.000005 par value common stock in accordance with the Certificate of Incorporation, as amended and restated. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding. As of December 31, 2021, no dividends have been declared. Equity Incentive Plans The Company’s 2013 Equity Incentive Plan became effective upon its initial public offering. Initially, 68.3 million shares were reserved under the 2013 Equity Incentive Plan. The number of shares of the Company’s common stock available for issuance under the 2013 Equity Incentive Plan were and will be increased on the first day of each fiscal year beginning with the 2014 fiscal year, in an amount equal to the least of (i) 60,000,000 Shares, (ii) 5% of the outstanding Shares on the last day of the immediately preceding fiscal year or (iii) such number of Shares determined by the Company’s Board of Directors. As of December 31, 2021, the total number of options, restricted stock units (RSUs), and performance-based restricted stock units (PRSUs) outstanding under the 2013 Equity Incentive Plan was 41.7 million shares, and 231.0 million shares were available for future issuance. In addition, a total of 6.8 million shares were reserved and are available for grants under the Company's 2016 Equity Incentive Plan. As of December 31, 2021, no shares have been issued under the 2016 Equity Incentive Plan. Options granted under the Company’s Equity Incentive Plans generally expire 10 years after the grant date. The Company issues new shares to satisfy stock option exercises. The Company also assumed stock options of acquired entities in connection with certain acquisitions. While the respective stock plans were terminated on the closing of each acquisition, they continue to govern the terms of stock options assumed in the respective acquisition. 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. The Company repurchased 16.9 million shares for an aggregate amount of $930.5 million and 5.7 million shares for an aggregate amount of $250.6 million in the years ended December 31, 2021 and 2020, respectively. The repurchases include approximately 120,000 shares for $5.3 million and 98,000 shares for $5.3 million that were not settled and that are presented as treasury stock on the consolidated balance sheets as of December 31, 2021 and 2020, respectively. 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 that is subject to post-acquisition employment is recorded as compensation expense on a straight-line basis over the requisite service period. The activities for the restricted common stock issued to employees for the year ended December 31, 2021 are summarized as follows (in thousands, except per share data): Number of Weighted-Average Unvested restricted common stock at December 31, 2020 1,998 $ 34.00 Granted (1) 582 $ 24.50 Vested (950) $ 26.23 Canceled (65) $ 31.86 Unvested restricted common stock at December 31, 2021 1,565 $ 35.28 (1) Includes 194,000 fully vested shares issued in connection with acquisitions that are attributable to purchase consideration. No expense will be recognized for these fully vested shares. Employee Stock Purchase Plan The Company’s 2013 Employee Stock Purchase Plan (ESPP) allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP provides for twelve-month offering periods, and each offering period will include two successive six-month purchase periods, each ending with the exercise date. Employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the applicable exercise date. The number of shares available for sale under the ESPP were and will be increased annually on the first day of each fiscal year, 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 Board of Directors. During the years ended December 31, 2021 and 2020, employees purchased an aggregate of 2.2 million and 2.3 million shares, respectively, under this plan at a weighted average price of $31.07 and $24.65 per share, respectively. Stock Option Activity A summary of stock option activity for the year ended December 31, 2021 is as follows (in thousands, except years and per share data): Options Outstanding Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2020 1,436 $ 18.97 3.39 $ 50,534 Options granted and assumed in connection with acquisitions 64 $ 16.56 Options exercised (532) $ 3.87 Options canceled (3) $ 26.71 Outstanding at December 31, 2021 965 $ 27.11 4.20 $ 15,550 Exercisable at December 31, 2021 934 $ 27.34 4.06 $ 14,828 The aggregate intrinsic value in the table above represents the difference between the fair value of common stock and the exercise price of outstanding, in-the-money stock options. The total intrinsic values of stock options exercised in the years ended December 31, 2021, 2020 and 2019 were $36.0 million, $78.5 million and $13.1 million, respectively. 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 half of each financial year. The Company granted PRSUs with a vesting period of one year prior to 2020, and three years since 2020. The following table summarizes the activity related to the Company’s PRSUs for the year ended December 31, 2021 (in thousands, except per share data): PRSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2020 729 $ 27.77 Granted (100% target level) 348 $ 71.22 Unearned performance shares canceled related to 2020 grants (365) $ 27.77 Vested (137) $ 30.63 Forfeited or cancelled (119) $ 54.97 Unvested and outstanding at December 31, 2021 456 $ 52.89 The PRSUs unvested and outstanding at December 31, 2021 include approximately 243,000 shares of performance-based awards for the 2021 performance period, which are expected to vest at 102% of target, or approximately 248,000 PRSUs, over three years, based on the financial results of the 2021 financial year. The remaining PRSUs unvested and outstanding primarily relate to the required service periods associated with prior grants. The total fair value of PRSUs vested during the years ended December 31, 2021, 2020, and 2019 were $10.0 million, $22.7 million, and $23.2 million, respectively. The Company grants market-based restricted stock units to certain of its executive officers that vest based on Twitter stock price performance relative to a broad-market index or upon achievement of certain Twitter stock price targets over a performance period of up to five years and the executives’ continued employment through the vesting date. The Company granted market-based RSUs with a vesting period of three The following table summarizes the activity related to the Company’s market-based restricted stock units for the year ended December 31, 2021 (in thousands, except per share data): Market-based RSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2020 917 $ 30.90 Granted (100% target level) 3,371 $ 32.92 Unearned performance shares canceled related to 2019 grants (207) $ 30.60 Vested (302) $ 32.03 Forfeited or cancelled (858) $ 35.96 Unvested and outstanding at December 31, 2021 2,921 $ 31.64 The 2.9 million shares of market-based RSUs unvested and outstanding at December 31, 2021 represent the awards at the target level of achievement for the respective performance periods. The total fair value of market-based RSUs vested during the years ended December 31, 2021, 2020, and 2019 was $20.7 million, $13.4 million, and $3.7 million, respectively. RSU Activity The following table summarizes the activity related to the Company’s RSUs, excluding PRSUs and market-based RSUs, for the year ended December 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 24,507 $ 61.67 Vested (16,984) $ 36.64 Canceled (6,740) $ 40.16 Unvested and outstanding at December 31, 2021 37,394 $ 48.14 The total fair value of RSUs vested during the years ended December 31, 2021, 2020, and 2019 was $993.0 million, $557.1 million, and $454.5 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): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 45,203 $ 32,020 $ 22,797 Research and development 381,961 281,092 209,063 Sales and marketing 112,990 98,748 85,739 General and administrative 89,747 63,072 60,426 Total stock-based compensation expense $ 629,901 $ 474,932 $ 378,025 The amount of incremental stock-based compensation recorded in relation to the modification of stock-based awards was not material for the years ended December 31, 2021, 2020 and 2019. The Company capitalized $79.7 million, $34.6 million and $37.5 million of stock-based compensation expense associated with the cost for developing software for internal use in the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, there was $1.82 billion of gross unamortized stock-based compensation expense related to unvested awards which is expected to be recognized over a weighted-average period of 2.9 years. The Company accounts for forfeitures as they occur. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The domestic and foreign components of income (loss) before income taxes for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ (341,942) $ (72,850) $ 317,135 Foreign (69,171) 21,911 73,004 Income (loss) before income taxes $ (411,113) $ (50,939) $ 390,139 The components of the provision (benefit) for income taxes for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ (1,382) $ (199) $ 563 State 741 677 3,375 Foreign 39,711 19,813 43,053 Total current provision for income taxes 39,070 20,291 46,991 Deferred: Federal (185,081) (35,651) 2,023 State (24,405) (2,248) 2,050 Foreign (19,288) 1,102,295 (1,126,584) Total deferred provision (benefit) for income taxes (228,774) 1,064,396 (1,122,511) Provision (benefit) for income taxes $ (189,704) $ 1,084,687 $ (1,075,520) The following is a reconciliation of the income tax at the federal statutory rate to the Company’s provision (benefit) for income taxes for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Income tax at federal statutory rate $ (86,334) (10,697) $ 81,929 State taxes, net of federal benefit (18,694) (1,246) 4,286 Stock-based compensation (56,551) (27,127) (19,005) Research and development credits (71,820) (40,707) (33,044) Valuation allowance 361 1,104,732 (724) Nondeductible other expenses 6,145 7,438 12,266 Nondeductible Federal Trade Commission settlement accrual — 31,500 — Deferred tax asset on intra-entity transfer of intangible assets — — (1,203,381) Foreign rate differential 39,285 22,078 79,186 Other (2,096) (1,284) 2,967 Provision (benefit) for income taxes $ (189,704) $ 1,084,687 $ (1,075,520) The tax effects of temporary differences and related deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 487,729 $ 421,411 Tax credits 586,026 485,106 Fixed assets and intangible assets 1,152,360 1,280,597 Operating lease liability 299,514 230,837 Litigation Settlement 194,897 — Other 169,278 82,596 Total deferred tax assets 2,889,804 2,500,547 Valuation allowance (1,414,632) (1,457,137) Total deferred tax assets, net of valuation allowance 1,475,172 1,043,410 Deferred tax liabilities: Operating lease right-of-use asset (276,855) (215,663) Other (50,716) (32,451) Total deferred tax liabilities (327,571) (248,114) Net deferred tax assets $ 1,147,601 $ 795,296 The Company has a gross deferred tax asset balance of $2.89 billion and $2.50 billion as of December 31, 2021 and 2020, respectively. The Company has a valuation allowance of approximately $1.41 billion and $1.46 billion as of December 31, 2021, and 2020, respectively primarily related to deferred tax assets of a foreign subsidiary, California, and Massachusetts, and U.S. federal unrealized capital losses. The Company continues to reassess the ability to realize the valuation allowance quarterly, and if future evidence allows for a partial or full release of the valuation allowance, a tax benefit will be recorded accordingly. At December 31, 2021, the Company had $2.39 billion of U.S. federal, $1.36 billion of U.S. state, $151.5 million of Ireland, and $55.6 million of Brazil net operating losses. The federal and state net operating losses will begin to expire in 2034 and 2024, respectively, if not utilized. The Ireland and Brazil net operating losses have no expiration date. The Company also has $494.8 million and $349.4 million of U.S. federal and state research credit carryforwards, respectively. The U.S. federal credit carryforward will begin to expire in 2027, if not utilized. The majority of state research tax credits have no expiration date. A small portion of state research tax credits will begin to expire in 2030, if not utilized. Additionally, the Company has California Enterprise Zone Credit carryforwards of $16.4 million which will begin to expire in 2023, if not utilized. Utilization of the U.S. net operating loss and credit carryforwards may be subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended (the Code), and similar state provisions. Utilization of the foreign net operating losses may be subject to limitation based on the nature of income earned. Any annual limitation may result in the expiration of net operating losses and credits before utilization. As of December 31, 2021, the Company had $401.4 million of unrecognized tax benefits, of which $309.5 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. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Gross unrecognized tax benefits at the beginning of the year $ 354,598 $ 419,858 $ 332,314 Increases related to prior year tax positions 3,365 5,943 54,743 Decreases related to prior year tax positions (5,296) (99,540) (2,537) Increases related to current year tax positions 50,468 28,337 35,338 Statute of limitations expirations (1,770) — — Gross unrecognized tax benefits at the end of the year $ 401,365 $ 354,598 $ 419,858 Total unrecognized tax benefits are recorded on the Company’s consolidated balance sheets as follows (in thousands): December 31, 2021 2020 Total unrecognized tax benefits balance $ 401,365 $ 354,598 Amounts netted against related deferred tax assets (369,312) (331,339) Unrecognized tax benefits recorded on consolidated balance sheets $ 32,053 $ 23,259 The Company recognizes interest and/or penalties related to income tax matters as a component of income tax expense. During the years ended December 31, 2021, 2020, and 2019, the Company recognized immaterial amounts of interest and penalties in income tax expense. As of December 31, 2021 and 2020, the Company had $7.6 million and $7.2 million of interest and penalties included in uncertain tax positions, respectively. 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. The Company’s 2007 to 2020 tax attributes remain subject to potential examination by the United States and California, and its 2017 to 2020 tax years remain subject to potential examination in Ireland. The Company remains subject to potential examination in various other jurisdictions that are not expected to result in material tax adjustments. The Company does not believe that its unrecognized tax benefits will materially change within the next 12 months. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 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 December 31, 2021, no amounts had been drawn under the credit facility. Unconditional Obligations The Company's unconditional obligations are non-cancelable contractual commitments primarily related to the Company’s infrastructure services and other services arrangements. The following table summarizes the Company's commitments to settle unconditional obligations in cash as of December 31, 2021: 2022 $ 213,578 2023 385,854 2024 387,446 2025 382,469 2026 197,428 Thereafter 7,985 Total $ 1,574,760 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. In January 2021, the Company entered into a binding agreement to settle the shareholder derivative lawsuits. The derivative 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 settlement, the Company's board of directors will adopt and implement certain corporate governance modifications. On July 27, 2021, the Court of Chancery of the State of Delaware approved the settlement agreement, and in the three months ended September 30, 2021, the Company received $38.0 million of insurance proceeds to be used for general corporate purposes. The settlement does not require the Company to make any payment, aside from covering certain administrative costs related to the settlement. The shareholder class action lawsuit was scheduled for trial on September 20, 2021. In September 2021, prior to the start of the trial, the Company negotiated and entered into a binding agreement to settle the shareholder class action lawsuit. The proposed class action settlement resolves all claims asserted against the Company and the other named defendants in the shareholder class action lawsuit without any liability or wrongdoing attributed to them personally or to the Company. Under the terms of the proposed settlement, the Company paid the settlement amount of $809.5 million from cash on hand in the fourth quarter of 2021. The settlement amount is included in litigation settlement, net in the consolidated statement of operations for the year ended December 31, 2021. The settlement agreement is subject to final approval by the U.S. District Court for the Northern District of California. Following the agreements to settle the class action and derivative lawsuits, no other matters related to the aforementioned putative class actions and derivative actions remain outstanding. 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 and cybersecurity 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 on the consolidated balance sheet as of December 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 defendants moved to dismiss the complaint on March 19, 2021 and on September 10, 2021, the court denied defendants’ motion to dismiss. On November 9, 2021, the court granted a motion to stay the case for six months while a Special Litigation Committee of the Company's board of directors investigates the claims. 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 parties have agreed to a stay of this action pending the outcome of the Company's board of directors' investigation of the claims. 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 or the Company's actions related there to, intellectual property, privacy, data protection, cybersecurity, 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 will accrue a liability when it believes a loss is probable and the amount can be reasonably estimated. I n 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 December 31, 2021 and 2020. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsCertain of the Company’s directors have affiliations with customers of the Company. The Company recognized revenue under contractual obligations from such customers of $31.2 million for the year ended December 31, 2021 and $22.0 million for each of the years ended December 31, 2020 and 2019. The Company had outstanding receivable balances of $4.1 million and $5.0 million from such customers as of December 31, 2021 and 2020, respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Employee Benefit PlanThe Company has a 401(k) Plan that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. Under the 401(k) Plan, participating employees may defer a portion of their pretax earnings not to exceed the maximum amount allowable. Matching contributions are based upon the amount of the employees’ contributions subject to certain limitations. The matching contributions made by the Company were $15.1 million, $11.0 million, and $8.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Segment Information and Operati
Segment Information and Operations by Geographic Area | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information and Operations by Geographic Area | Segment Information and Operations by Geographic Area The Company has a single operating segment and reporting unit structure. The Company’s chief operating decision-maker is the Chief Executive Officer who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Revenue See Note 2 – Revenue for further details. Property and Equipment, net See Note 5 – Property and Equipment, Net for further details. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In February 2022, the Company’s board of directors authorized a new $4.0 billion share repurchase program. The program became effective immediately, and replaced the previously authorized $2.0 billion program from 2020. As part of the new program, the Company entered into a $2.0 billion accelerated share repurchase program and the Company intends to repurchase the remaining $2.0 billion over time. In February 2022, the Company amended its existing revolving credit agreement to permit repurchases by the Company of its common stock in an aggregate amount not to exceed $4.0 billion. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2021 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2021, 2020 AND 2019 Balance at Charged to Charged/ Balance at (In thousands) Allowance for Deferred Tax Assets: Year ended December 31, 2021 $ 1,457,137 $ 42,328 $ (84,833) $ 1,414,632 Year ended December 31, 2020 $ 223,775 $ 1,124,132 $ 109,230 $ 1,457,137 Year ended December 31, 2019 $ 210,862 $ 12,913 $ — $ 223,775 Balance at Additions Write-off/ Balance at (In thousands) Allowance for Doubtful Accounts: Year ended December 31, 2021 $ 16,946 $ 436 $ (2,104) $ 15,278 Year ended December 31, 2020 $ 2,401 $ 17,190 $ (2,645) $ 16,946 Year ended December 31, 2019 $ 3,559 $ 3,083 $ (4,241) $ 2,401 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation 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. |
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 generally accepted accounting principles in the United States of America (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. |
Revenue Recognition | Revenue Recognition The Company generates the substantial majority of its revenue from the sale of advertising services with the remaining balance from data licensing and other arrangements. The Company generates its advertising revenue primarily from the sale of its Promoted Products: (i) Promoted Ads, (ii) Follower Ads and (iii) Twitter Takeover. Promoted Ads and Follower Ads are pay-for-performance advertising products or pay on impressions delivered, each priced through an auction. Twitter Takeover is featured by geography and offered on a fixed-fee-per-day basis. Advertisers are obligated to pay when a person engages with a Promoted Ad, follows a Follower Ad, when an impression is delivered, or when a Twitter Takeover is displayed for an entire day in a particular country. These advertising services may be sold in combination as a bundled arrangement or separately on a stand-alone basis. For the Company's Promoted Product arrangements, significant judgments are (i) identifying the performance obligations in the contract, (ii) determining the basis for allocating contract consideration to performance obligations, (iii) determining whether the Company is the principal or the agent in arrangements where another party is involved in providing specified services to a customer, and (iv) estimating the transaction price to be allocated for contracts with tiered rebate provisions. The Company may generate revenue from the sale of certain Promoted Ads through placement by Twitter of advertiser ads against third-party publisher content. The Company will pay the third-party publisher a revenue share fee for its right to monetize their content. In such transactions, advertisers are contracting to obtain a single integrated advertising service, the Promoted Ad combined with the third-party publisher content, and the Company obtains control of the third-party publisher content displayed on Twitter that it then combines with the advertiser ads within the Promoted Ad. Therefore, the Company reports advertising revenue generated from these transactions on a gross basis and records the related third-party content monetization fees as cost of revenue. The Company also generates advertising revenue by selling services in which the Company places ads on third-party publishers’ websites, applications or other offerings. To fulfill these transactions, the Company purchases advertising inventory from third-party publishers’ websites and applications where the Company has identified the advertisers’ targeted audience and therefore incurs traffic acquisition costs prior to transferring the advertising service to its customers. At such point, the Company has the sole ability to monetize the third-party publishers advertising inventory. In such transactions, the Company obtains control of a right to a service to be performed by the third-party publishers, which gives the Company the ability to direct those publishers to provide the services to the Company's customers on the Company's behalf. Therefore, the Company reports advertising revenue generated from these transactions on a gross basis and records the related traffic acquisition costs as cost of revenue. Fees for the advertising services above are recognized in the period when advertising is delivered as evidenced by a person engaging with a Promoted Ad or an ad on a third-party publisher website or application in a manner satisfying the types of engagement selected by the advertisers, such as Tweet engagements (e.g., Retweets, replies and likes), website clicks, mobile application installs or engagements, obtaining new followers, or video views, following a Follower Ad, delivery of impressions, or through the display of a Twitter Takeover on the Company's platform. The Company has concluded that its data licensing arrangements, which grant customers a right to its intellectual property (IP) for a defined period of time, may contain a single performance obligation satisfied at a point in time (Historical IP) or over time (Future IP), or may contain two or more performance obligations satisfied separately at a point in time (Historical IP) and over time (Future IP). In some of the Company's data licensing arrangements, pricing is a fixed monthly fee over a specified term. In arrangements with a single performance obligation satisfied over time, data licensing revenue is recognized on a straight-line basis over the period in which the Company provides data as the customer consumes and benefits from the continuous data available on an ongoing basis. In arrangements with at least two performance obligations, the Company allocates revenue on a relative basis between the performance obligations based on standalone selling price (SSP) and recognizes revenue as the performance obligations are satisfied. In other data licensing arrangements, the Company charges customers based on the amount of sales they generate from downstream customers using Twitter data. Certain of those royalty-based data licensing arrangements are subject to minimum guarantees. For such arrangements with a minimum guarantee and a single Future IP performance obligation, the Company recognizes revenue for minimum guarantees on a straight-line basis over the period in which the Company provides data. For such arrangements with a minimum guarantee and two or more performance obligations, the Company allocates revenue on a relative basis between the performance obligations based on SSP and recognizes revenue as the performance obligations are satisfied. Royalties in excess of minimum guarantees, if any, are recognized as revenue over the contract term, on a straight-line, cumulative catch-up basis. This reflects the nature of the Company’s performance obligation, which is a series of distinct monthly periods of providing a license of IP. For data licensing arrangements involving two or more performance obligations, the Company uses directly observable standalone transactions to determine SSP of Historical IP. The Company uses standalone transactions and considers all other reasonably available observable evidence to estimate SSP of Future IP. Other revenue is primarily generated from service fees from transactions completed on the Company's mobile ad exchange. The Company's mobile ad exchange enables buyers and sellers to purchase and sell advertising inventory by matching them in the exchange. The Company has determined it is not the principal in the purchase and sale of advertising inventory in transactions between third-party buyers and sellers on the exchange because the Company does not obtain control of the advertising inventory. The Company reports revenue related to its ad exchange services on a net basis for the fees paid by buyers, net of costs related to acquiring the advertising inventory paid to sellers. Arrangements involving multiple performance obligations primarily consist of combinations of the Company's pay-for-performance products, Promoted Ads and Follower Ads, which are priced through an auction, and Twitter Takeover, which is priced on a fixed-fee-per day, per geography basis. For arrangements that include a combination of these products, the Company develops an estimate of the standalone selling price for these products in order to allocate any potential discount to all performance obligations in the arrangement. The estimate of standalone selling price for pay-for-performance auction based products is determined based on the winning bid price. The estimate of standalone selling price for Twitter Takeover is based on Twitter Takeover sold on a standalone basis and/or separately priced in a bundled arrangement by reference to a list price by geography, which is typically updated and approved annually. For other arrangements involving multiple performance obligations where neither auction pricing nor standalone sales provide sufficient evidence of standalone selling price, the Company estimates standalone selling price using either an adjusted market assessment approach or an expected cost plus margin approach. The Company believes the use of its estimation approach and allocation of the transaction price on a relative standalone selling price basis to each performance obligation results in revenue recognition in a manner consistent with the underlying economics of the transaction and the allocation principles of the revenue recognition guidance. The Company has elected to exclude certain sales and indirect taxes from the determination of the transaction price. The Company expenses sales commissions as incurred when the amortization period is one year or less. Sales commission expenses are recorded within sales and marketing in the consolidated statements of operations. 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 on the consolidated balance sheets within prepaid expenses and other current assets and within other assets. The Company’s contracts do not contain material financing components. The Company's unbilled revenue primarily consists of amounts that have yet to be billed under contracts with escalating fee structures. Specifically, because the Company generally recognizes revenue on a straight-line basis for data licensing arrangements with escalating fee structures, revenue recognized represents amounts to which the Company is contractually entitled; however, the revenue recognized exceeds the amounts the Company has a right to bill as of the period end, thus resulting in unbilled revenue. Deferred Revenue (Contract Liabilities) The Company presents deferred revenue primarily within accrued and other current liabilities on 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. |
Cost of Revenue | Cost of Revenue Cost of revenue includes infrastructure costs, other direct costs including revenue share expenses, amortization expense of technology acquired through acquisitions and amortization of capitalized labor costs for internally developed software, allocated facilities costs, as well as traffic acquisition costs (TAC). Infrastructure costs consist primarily of data center costs related to the Company’s co-located facilities, which include lease and hosting costs, related support and maintenance costs and energy and bandwidth costs, public cloud hosting costs, as well as depreciation of servers and networking equipment, and personnel-related costs, including salaries, benefits and stock-based compensation, for its operations teams. Revenue share expenses are primarily related to payments to providers from whom the Company licenses content, in order to increase engagement on the platform. The fees paid to these content providers may be based on revenues generated, or a minimum guaranteed fee. TAC consists of costs incurred with third parties in connection with the sale to advertisers of advertising products that the Company places on third-party publishers’ websites, applications or other offerings collectively resulting from acquisitions. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company accounts for stock-based compensation expense under the fair value recognition and measurement provisions of GAAP. Stock-based awards granted to employees are measured based on the grant-date fair value. For service-based restricted stock awards and performance-based restricted stock awards, the Company recognizes the compensation expense only for those awards expected to meet the performance and service vesting conditions. For service-based restricted stock awards, expense is recognized on a straight-line basis over the requisite service period. The service condition for restricted stock awards is generally satisfied over four years, but has been up to five years in certain circumstances. For performance-based restricted stock awards, expense is recognized on a graded basis over the requisite service period. For market-based restricted stock awards, the Company recognizes the compensation expense on a graded basis over the requisite service period regardless of whether the market condition is satisfied, provided that the requisite service has been provided. The requisite service period for performance-based and market-based restricted stock awards is generally up to six years. The Company accounts for forfeitures as they occur. The Company estimates the fair value of stock options granted and stock purchase rights provided under the Company’s employee stock purchase plan using the Black-Scholes option pricing model on the dates of grant. The compensation expense related to stock options and employee stock purchase rights is recognized on a straight-line basis over the requisite service period. The fair value of market-based restricted stock awards is determined using a Monte Carlo simulation to estimate the grant date fair value. The Company issues restricted stock subject to a lapsing right of repurchase to continuing employees of certain acquired companies. For such restricted stock issuances subject to post acquisition employment, the Company recognizes the grant-date fair value as post-acquisition stock-based compensation expense on a straight-line basis over the requisite service period. |
Business Combinations | Business Combinations The Company allocates the purchase price of the acquisition to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. |
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 December 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). The investments in privately-held companies are included within other assets on the consolidated balance sheets. All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net in the consolidated statements of operations. 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. |
Loss Contingencies | Loss Contingencies The Company is 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. The Company records a liability when it believes that it is both probable that a loss has been incurred and the amount or range can be reasonably estimated. If the Company determines there is a reasonable possibility that it may incur a loss and the loss or range of loss can be estimated, it discloses the possible loss to the extent material. Significant judgment is required to determine both probability and the estimated amount. The Company reviews these provisions on a regular basis and adjusts these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. |
Operating and Finance Leases | Operating and Finance Leases The Company has operating leases primarily for office space and data center facilities. The determination of whether an arrangement is a lease or contains a lease is made at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, short-term, and operating lease liabilities, long-term on the Company’s consolidated balance sheets. With the exception of initial adoption of the new lease standard, where the Company’s incremental borrowing rate used was the rate on the adoption date (January 1, 2019), operating lease ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. To determine the incremental borrowing rate used to calculate the present value of future lease payments, the Company uses information including the Company’s credit rating, interest rates of similar debt instruments of entities with comparable credit ratings, the Company's recent debt issuances, and Twitter, Inc.’s guarantee of certain leases in foreign jurisdictions, as applicable. Certain lease agreements contain options for the Company to renew or early terminate a lease. The Company considers these options, which may be elected at the Company’s sole discretion, in determining the lease term on a lease-by-lease basis. Leases with an initial term of twelve months or less are not recognized on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. The Company also has server and networking equipment lease arrangements with original lease terms ranging from three The Company’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Certain of the Company’s leases contain free or escalating rent payment terms. Additionally, certain lease agreements contain lease components (for example, fixed payments such as rent) and non-lease components such as common-area maintenance costs. For each asset class of the Company’s leases—real estate offices, data centers, and equipment—the Company has elected to account for both of these provisions as a single lease component. For arrangements accounted for as a single lease component, there may be variability in future lease payments as the amount of the non-lease components is typically revised from one period to the next. These variable lease payments, which are primarily comprised of common-area maintenance, utilities, and real estate taxes that are passed on from the lessor in proportion to the space leased by the Company, are recognized in operating expenses in the period in which the obligation for those payments was incurred. The Company recognizes lease expense for its operating leases in operating expenses on a straight-line basis over the term of the lease. The Company records a liability for the estimated cost of any asset retirement obligation (ARO) associated with its leases, which are incurred as a result of the acquisition, construction or development, and/or normal operation of a long-lived asset. In the determination of the fair value of AROs, the Company uses various assumptions and judgments, including factors such as the estimated amounts and timing of restoration costs, and discount and inflation rates. As of December 31, 2021 and 2020, the Company had AROs of $34.2 million and $19.9 million, respectively, in other long-term liabilities on the consolidation balance sheets. The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Certain of these subleases contain both lease and non-lease components. The Company has elected to account for both of these provisions as a single lease component. Sublease rent income is recognized as an offset to operating expense on a straight-line basis over the lease term. In addition to sublease rent, variable non-lease costs such as common-area maintenance, utilities, and real estate taxes are charged to subtenants over the duration of the lease for their proportionate share of these costs. These variable non-lease income receipts are recognized in operating expenses as a reduction to costs incurred by the Company in relation to the head lease. |
Cash, Cash Equivalents and Investments | Cash, Cash Equivalents and Investments The Company invests its excess cash primarily in short-term fixed income securities, including government and investment-grade debt securities and money market funds. The Company classifies all liquid investments with stated maturities of three months or less from date of purchase as cash equivalents. The Company classifies all marketable securities for use in current operations, even if the security matures beyond 12 months, and presents them as short-term investments on the consolidated balance sheets. As of December 31, 2021 and 2020, the Company has restricted cash balances of $8.1 million and $2.3 million, respectively, within prepaid expenses and other current assets and $16.0 million and $20.6 million, respectively, in other assets on the consolidated balance sheets based upon the term of the remaining restrictions. These restricted cash balances are primarily cash deposits to back letters of credit related to certain property leases. The Company determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable securities as available-for-sale. After considering the Company’s capital preservation objectives, as well as its liquidity requirements, the Company may sell securities prior to their stated maturities. The Company carries its available-for-sale securities at fair value. The Company reports the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for unrealized losses determined to be credit-related, which are recorded as other income (expense), net in the consolidated statements of operations and reports an allowance for credit losses in short-term investments on the balance sheet, if any. The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method and records such gains and losses as a component of other income (expense), net. Interest earned on cash, cash equivalents, and marketable securities was $35.7 million, $88.2 million, and $157.7 million during the years ended December 31, 2021, 2020 and 2019, respectively. These amounts are recorded in interest income in the consolidated statements of operations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector and establishing a minimum allowable credit rating. To manage the risk exposure, the Company invests cash equivalents and short-term investments in a variety of fixed income securities, including government and investment-grade debt securities and money market funds. The Company places its cash primarily in checking and money market accounts with reputable financial institutions. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits, if any. The Company’s accounts receivable are typically unsecured and are derived from customers around the world in different industries. The Company includes terms in its contracts providing the ability to stop transferring promised goods or services, performs ongoing credit evaluations of its customers, and maintains allowances for potential credit losses. Historically, such losses have been within management’s expectations. As of December 31, 2021 and 2020, no single customer accounted for more than 10% of the Company’s net accounts receivable balances. No single customer accounted for more than 10% of the Company’s revenue in the years ended December 31, 2021, 2020 and 2019. The Company’s note hedge transactions, entered into in connection with the Convertible Notes, as defined and further described in Note 4 – Fair Value Measurements, and its derivative financial instruments expose the Company to credit risk to the extent that its counterparties may be unable to meet the terms of the transactions. The Company mitigates this risk by limiting its counterparties to major financial institutions and using multiple financial institutions as counterparties in its hedge transactions. |
Accounts Receivable, Net | Accounts Receivable, NetThe Company records accounts receivable at the invoiced amount. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivable amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, the customer’s current financial condition, and considers macroeconomic factors to estimate expected future credit losses. |
Unbilled Revenue (Contract Assets) | Unbilled Revenue (Contract Assets) The Company evaluates whether its unbilled revenue is exposed to potential credit losses by considering factors such as the creditworthiness of its customers, the term over which unbilled revenue will be recognized, historical impairment of unbilled revenue, and contemplation of projected macroeconomic factors. As of December 31, 2021, the Company recorded an immaterial amount of allowance for credit losses on unbilled revenue. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life. The estimated useful lives of property and equipment are described below: Property and Equipment Estimated Useful Life Computer hardware, networking and office equipment Three Computer software Up to five years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term The Company reviews the remaining estimated useful lives of its property and equipment on an ongoing basis. Management is required to use judgment in determining the estimated useful lives of such assets. Changes in circumstances such as technological advances, changes to the Company’s business model, changes in the Company’s business strategy, or changes in the planned use of property and equipment could result in the actual useful lives differing from the Company’s current estimates. In cases where the Company determines that the estimated useful life of property and equipment should be shortened or extended, the Company would apply the new estimated useful life prospectively. The Company reviews property and equipment for impairment when events or circumstances indicate the carrying amount may not be recoverable. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operating expenses. |
Capitalization of Interest | Capitalization of InterestInterest costs are capitalized for assets that are constructed for the Company’s own internal use, including internally developed software and property and equipment, for the period of time to get them ready for their intended use. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but rather is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. If the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value. |
Intangible Assets | Intangible AssetsIntangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives of up to eleven years. The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. |
Fair Value Measurements | Fair Value Measurements The Company classifies and discloses assets and liabilities measured at fair value on a recurring basis, as well as fair value measurements of assets and liabilities measured on a nonrecurring basis in periods subsequent to initial measurement, in a three-tier fair value hierarchy as described below. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs that may be used to measure fair value are as follows: Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Internal Use Software and Website Development Costs | Internal Use Software and Website Development Costs The Company capitalizes certain costs incurred in developing software programs or websites for internal use. The Company capitalizes these costs once the preliminary project stage is complete, and it is probable that the project will be completed and the software will be used to perform the function intended. In the years ended December 31, 2021, 2020 and 2019, the Company capitalized costs totaling approximately $265.3 million, $109.3 million and $127.5 million, respectively. Capitalized internal use software development costs are included in property and equipment, net. Included in the capitalized amounts above are $79.7 million, $34.6 million and $37.5 million of stock-based compensation expense in the years ended December 31, 2021, 2020 and 2019, respectively. |
Income Taxes | Income Taxes The Company is subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining its provision (benefit) for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. The Company records a provision (benefit) for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company recognizes the deferred income tax effects of a change in tax rates in the period of the enactment. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes it has adequately reserved for its uncertain tax positions (including net interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be different. The Company makes adjustments to these reserves in accordance with income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences may impact the provision (benefit) for income taxes in the period in which such determination is made. The Company records interest and penalties related to its uncertain tax positions in the provision (benefit) for income taxes. |
Foreign Currency | Foreign Currency The functional currency of the Company's foreign subsidiaries is generally the local currency. The financial statements of these subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for revenue and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Unrealized foreign exchange gains and losses due to re-measurement of monetary assets and liabilities denominated in non-functional currencies as well as realized foreign exchange gains and losses on foreign exchange transactions are recorded in other income (expense), net in the consolidated statements of operations. |
Advertising Costs | Advertising CostsAdvertising costs are expensed when incurred and are included in sales and marketing expense in the consolidated statements of operations. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that are recorded as an element of stockholders’ equity and are excluded from net income (loss). The Company’s other comprehensive income (loss) is comprised of unrealized gains or losses on available-for-sale securities, net of tax, and foreign currency translation adjustments. |
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 $99.5 million in the year ended December 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. There was no impact to the number of potentially dilutive shares in each of the periods presented. Recently issued accounting pronouncements not yet adopted In October 2021, the FASB issued a new accounting standard requiring contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with the accounting standard for revenue recognition for contracts with customers, as if it had originated the contracts. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Early adoption is permitted. The Company will adopt the guidance prospectively to business combinations after the date of adoption. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives of property and equipment are described below: Property and Equipment Estimated Useful Life Computer hardware, networking and office equipment Three Computer software Up to five years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term The following tables set forth property and equipment, net by type and by geographic area for the periods presented (in thousands): December 31, December 31, Property and equipment, net Equipment $ 2,603,304 $ 1,830,459 Furniture and leasehold improvements 470,678 362,766 Capitalized software 948,710 811,371 Construction in progress 261,267 349,935 Total 4,283,959 3,354,531 Less: Accumulated depreciation and amortization (2,201,799) (1,860,737) Property and equipment, net $ 2,082,160 $ 1,493,794 December 31, December 31, Property and equipment, net: United States $ 2,038,597 $ 1,460,163 International 43,563 33,631 Total property and equipment, net $ 2,082,160 $ 1,493,794 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from External Customers by 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): Year Ended December 31, 2021 2020 2019 Revenue by services: Advertising services $ 4,505,692 $ 3,207,392 $ 2,993,392 Data licensing and other 571,790 508,957 465,937 Total revenue $ 5,077,482 $ 3,716,349 $ 3,459,329 |
Revenue by Geographic Area | Year Ended December 31, 2021 2020 2019 Revenue by geographic area: United States $ 2,835,760 $ 2,078,836 $ 1,944,022 Japan 675,022 547,862 537,021 Rest of World 1,566,700 1,089,651 978,286 Total revenue $ 5,077,482 $ 3,716,349 $ 3,459,329 |
Summary of Contract Balances | The following table presents contract balances (in thousands): December 31, December 31, Unbilled Revenue $ 44,880 $ 44,063 Deferred Revenue $ 79,414 $ 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 2022 2023 2024 and Thereafter Revenue expected to be recognized on remaining performance obligations $ 587,198 $ 237,036 $ 163,645 $ 186,517 |
Cash, Cash Equivalents and Sh_2
Cash, Cash Equivalents and Short-term Investments (Tables) | 12 Months Ended |
Dec. 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): December 31, December 31, Cash and cash equivalents: Cash $ 336,958 $ 285,002 Money market funds 1,000,671 1,158,927 Corporate notes, commercial paper and certificates of deposit 848,920 544,500 Total cash and cash equivalents $ 2,186,549 $ 1,988,429 Short-term investments: U.S. government and agency securities $ 374,868 $ 910,259 Corporate notes, commercial paper and certificates of deposit 3,829,123 4,572,394 Marketable equity securities 3,142 1,220 Total short-term investments $ 4,207,133 $ 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 December 31, 2021 were as follows (in thousands): December 31, Due within one year $ 2,208,362 Due after one year through five years 1,995,629 Total $ 4,203,991 |
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): December 31, 2021 Gross Gross Gross Aggregated U.S. government and agency securities $ 376,966 $ 12 $ (2,110) $ 374,868 Corporate notes, commercial paper and certificates of deposit 3,832,983 4,873 (8,733) 3,829,123 Total available-for-sale debt securities classified as short-term investments $ 4,209,949 $ 4,885 $ (10,843) $ 4,203,991 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) | 12 Months Ended |
Dec. 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 December 31, 2021 and 2020 based on the three-tier fair value hierarchy (in thousands): December 31, 2021 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 1,000,671 $ — $ 1,000,671 Commercial paper — 843,919 843,919 Certificates of deposit — 5,001 5,001 Short-term investments: U.S. government and agency securities — 374,868 374,868 Corporate notes — 2,633,777 2,633,777 Commercial paper — 953,103 953,103 Certificates of deposit — 242,243 242,243 Marketable equity securities 3,142 — 3,142 Other current assets: Foreign currency contracts — 7,849 7,849 Total $ 1,003,813 $ 5,060,760 $ 6,064,573 Liabilities Other current liabilities: Foreign currency contracts $ — $ 2,125 $ 2,125 Total $ — $ 2,125 $ 2,125 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 December 31, 2021 based on the three-tier fair value hierarchy (in thousands): December 31, 2021 Level 2 Level 3 Total $1.15 billion in aggregate principal amount of 0.25% convertible senior notes due in 2024 (the 2024 Notes) 1,244,760 — 1,244,760 $1.0 billion in aggregate principal amount of 0.375% convertible senior notes due in 2025 (the 2025 Notes) — 1,206,210 1,206,210 $1.44 billion in aggregate principal amount of 0% convertible senior notes due in 2026 (the 2026 Notes) 1,297,200 — 1,297,200 $700.0 million in aggregate principal amount of 3.875% senior notes due in 2027 (the 2027 Notes) 728,756 — 728,756 Total 3,270,716 1,206,210 4,476,926 |
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 December 31, December 31, Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 7,849 $ 5,529 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities $ 2,125 $ 1,028 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The estimated useful lives of property and equipment are described below: Property and Equipment Estimated Useful Life Computer hardware, networking and office equipment Three Computer software Up to five years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term The following tables set forth property and equipment, net by type and by geographic area for the periods presented (in thousands): December 31, December 31, Property and equipment, net Equipment $ 2,603,304 $ 1,830,459 Furniture and leasehold improvements 470,678 362,766 Capitalized software 948,710 811,371 Construction in progress 261,267 349,935 Total 4,283,959 3,354,531 Less: Accumulated depreciation and amortization (2,201,799) (1,860,737) Property and equipment, net $ 2,082,160 $ 1,493,794 December 31, December 31, Property and equipment, net: United States $ 2,038,597 $ 1,460,163 International 43,563 33,631 Total property and equipment, net $ 2,082,160 $ 1,493,794 |
Operating and Finance Leases (T
Operating and Finance Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Cost | The components of lease cost for the year ended December 31, 2021 were as follows (in thousands): Year Ended December 31, 2021 2020 2019 Operating lease cost $ 256,388 $ 201,386 173,005 Finance lease cost Depreciation expense 435 20,527 63,674 Interest on lease liabilities 2 369 2,125 Total finance lease cost 437 20,896 65,799 Short-term lease cost 5,411 5,603 3,000 Variable lease cost 81,387 52,476 49,456 Sublease income (9,660) (9,626) (22,326) Total lease cost $ 333,963 $ 270,735 268,934 Other information related to leases was as follows (in thousands): Year Ended December 31, 2021 2020 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 231,643 $ 183,033 $ 165,093 Operating cash flows from finance leases $ 2 $ 369 $ 2,125 Financing cash flows from finance leases $ 565 $ 23,062 $ 66,677 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 491,996 $ 398,480 $ 110,522 December 31, December 31, Lease Term and Discount Rate Weighted-average remaining lease term (years): Operating leases 7.2 6.8 Finance leases — 0.1 Weighted-average discount rate: Operating leases 3.4 % 3.8 % Finance leases — % 3.9 % |
Future Lease Payments Under Leases and Subleases Income | Future lease payments under leases and sublease income as of December 31, 2021 were as follows (in thousands): Operating Sublease Year Ending December 31, 2022 $ 277,260 $ (4,685) 2023 235,742 (3,187) 2024 235,777 (1,725) 2025 230,193 (120) 2026 207,828 — Thereafter 687,226 — Total future lease payments (receipts) 1,874,026 $ (9,717) Less: leases not yet commenced (409,380) Less: imputed interest (171,091) Total lease liabilities $ 1,293,555 Reconciliation of lease liabilities as shown on the consolidated balance sheets Operating lease liabilities, short-term $ 222,346 Operating lease liabilities, long-term 1,071,209 Total operating lease liabilities $ 1,293,555 |
Future Lease Payments Under Lease and Sublease Income | Future lease payments under leases and sublease income as of December 31, 2021 were as follows (in thousands): Operating Sublease Year Ending December 31, 2022 $ 277,260 $ (4,685) 2023 235,742 (3,187) 2024 235,777 (1,725) 2025 230,193 (120) 2026 207,828 — Thereafter 687,226 — Total future lease payments (receipts) 1,874,026 $ (9,717) Less: leases not yet commenced (409,380) Less: imputed interest (171,091) Total lease liabilities $ 1,293,555 Reconciliation of lease liabilities as shown on the consolidated balance sheets Operating lease liabilities, short-term $ 222,346 Operating lease liabilities, long-term 1,071,209 Total operating lease liabilities $ 1,293,555 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 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 34,143 Reclassified to assets held for sale (1) (40,800) Other (4,169) Balance as of December 31, 2021 $ 1,301,520 (1) On October 6, 2021, the Company announced that it entered into a definitive agreement to sell its MoPub business. The Company reclassified $40.8 million of goodwill to assets held for sale on the consolidated balance sheet as of December 31, 2021. Refer to Note 10 - Assets Held for Sale for further details on the transaction. |
Schedule of Intangible Assets | The following table presents the detail of intangible assets for the periods presented (in thousands): Gross Carrying Accumulated Net Carrying December 31, 2021: Patents and developed technologies $ 106,261 $ (57,988) $ 48,273 Assembled workforce 23,500 (2,449) 21,051 Total $ 129,761 $ (60,437) $ 69,324 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 December 31, 2021 is as follows (in thousands): 2022 $ 31,266 2023 19,467 2024 6,673 2025 2,510 2026 2,410 Thereafter 6,998 Total $ 69,324 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | The following table presents the detail of accrued and other current liabilities for the periods presented (in thousands): December 31, December 31, Accrued compensation 325,113 171,681 Federal Trade Commission accrual (see Note 16) 150,000 150,000 Deferred revenue 78,541 58,976 Accrued tax liabilities 47,830 40,384 Accrued publisher, content and ad network costs 45,025 42,541 Accrued professional services 41,321 27,404 Accrued other 230,520 172,546 Total $ 918,350 $ 663,532 |
Senior Notes and Convertible _2
Senior Notes and Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Components of Notes | The Notes consisted of the following (in thousands): December 31, 2021 2024 Notes 2025 Notes 2026 Notes 2027 Notes Principal amounts: Principal $ 1,150,000 $ 1,000,000 $ 1,437,500 $ 700,000 Unamortized debt discount and issuance costs (1) (5,052) (9,399) (14,026) (6,004) Net carrying amount $ 1,144,948 $ 990,601 $ 1,423,474 $ 693,996 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 on 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 December 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 and other equity-linked 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 on the consolidated balance sheet within additional paid-in capital. |
Future Principal Payments on Company's Notes | The following table summarizes the aggregate future principal payments on the Company’s Notes as of December 31, 2021 (in thousands): Convertible Notes Senior Notes 2022 $ — $ — 2023 — — 2024 1,150,000 — 2025 (1) 1,000,000 — 2026 1,437,500 — Thereafter — 700,000 Total $ 3,587,500 $ 700,000 (1) 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. |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 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). Year Ended December 31, 2021 2020 2019 Basic net income (loss) per share: Numerator Net income (loss) $ (221,409) $ (1,135,626) $ 1,465,659 Denominator Weighted-average common shares outstanding 799,198 789,887 772,663 Weighted-average restricted stock subject to repurchase (1,625) (2,026) (1,934) Weighted-average shares used to compute basic net income (loss) per share 797,573 787,861 770,729 Basic net income (loss) per share $ (0.28) $ (1.44) $ 1.90 Diluted net income (loss) per share: Numerator Net income (loss) $ (221,409) $ (1,135,626) $ 1,465,659 Denominator Number of shares used in basic computation 797,573 787,861 770,729 Weighted-average effect of dilutive securities: RSUs — — 10,468 Stock options — — 2,496 Other — — 1,838 Weighted-average shares used to compute diluted net income (loss) per share 797,573 787,861 785,531 Diluted net income (loss) per share $ (0.28) $ (1.44) $ 1.87 |
Summary of Potential Common Shares Excluded from Calculation of Diluted Net Income (Loss) 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 because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2021 2020 2019 Convertible Notes 62,084 — — Warrants 41,010 32,412 42,246 RSUs 37,394 36,611 12,117 Shares subject to repurchase and others 7,612 5,668 1,284 Stock options 965 1,436 3 |
Common Stock and Stockholders_2
Common Stock and Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Activity | The activities for the restricted common stock issued to employees for the year ended December 31, 2021 are summarized as follows (in thousands, except per share data): Number of Weighted-Average Unvested restricted common stock at December 31, 2020 1,998 $ 34.00 Granted (1) 582 $ 24.50 Vested (950) $ 26.23 Canceled (65) $ 31.86 Unvested restricted common stock at December 31, 2021 1,565 $ 35.28 (1) Includes 194,000 fully vested shares issued in connection with acquisitions that are attributable to purchase consideration. No expense will be recognized for these fully vested shares. |
Summary of Stock Option Activity | A summary of stock option activity for the year ended December 31, 2021 is as follows (in thousands, except years and per share data): Options Outstanding Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2020 1,436 $ 18.97 3.39 $ 50,534 Options granted and assumed in connection with acquisitions 64 $ 16.56 Options exercised (532) $ 3.87 Options canceled (3) $ 26.71 Outstanding at December 31, 2021 965 $ 27.11 4.20 $ 15,550 Exercisable at December 31, 2021 934 $ 27.34 4.06 $ 14,828 |
Summary of RSU Activity | The following table summarizes the activity related to the Company’s PRSUs for the year ended December 31, 2021 (in thousands, except per share data): PRSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2020 729 $ 27.77 Granted (100% target level) 348 $ 71.22 Unearned performance shares canceled related to 2020 grants (365) $ 27.77 Vested (137) $ 30.63 Forfeited or cancelled (119) $ 54.97 Unvested and outstanding at December 31, 2021 456 $ 52.89 The following table summarizes the activity related to the Company’s market-based restricted stock units for the year ended December 31, 2021 (in thousands, except per share data): Market-based RSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2020 917 $ 30.90 Granted (100% target level) 3,371 $ 32.92 Unearned performance shares canceled related to 2019 grants (207) $ 30.60 Vested (302) $ 32.03 Forfeited or cancelled (858) $ 35.96 Unvested and outstanding at December 31, 2021 2,921 $ 31.64 The following table summarizes the activity related to the Company’s RSUs, excluding PRSUs and market-based RSUs, for the year ended December 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 24,507 $ 61.67 Vested (16,984) $ 36.64 Canceled (6,740) $ 40.16 Unvested and outstanding at December 31, 2021 37,394 $ 48.14 |
Compensation Expense Allocated | Total stock-based compensation expense by function is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 45,203 $ 32,020 $ 22,797 Research and development 381,961 281,092 209,063 Sales and marketing 112,990 98,748 85,739 General and administrative 89,747 63,072 60,426 Total stock-based compensation expense $ 629,901 $ 474,932 $ 378,025 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Domestic and Foreign Components of Income (Loss) Before Income Taxes | The domestic and foreign components of income (loss) before income taxes for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Domestic $ (341,942) $ (72,850) $ 317,135 Foreign (69,171) 21,911 73,004 Income (loss) before income taxes $ (411,113) $ (50,939) $ 390,139 |
Components of Provision (Benefit) for Income Taxes | The components of the provision (benefit) for income taxes for the years ended December 31, 2021, 2020 and 2019 are as follows (in thousands): Year Ended December 31, 2021 2020 2019 Current: Federal $ (1,382) $ (199) $ 563 State 741 677 3,375 Foreign 39,711 19,813 43,053 Total current provision for income taxes 39,070 20,291 46,991 Deferred: Federal (185,081) (35,651) 2,023 State (24,405) (2,248) 2,050 Foreign (19,288) 1,102,295 (1,126,584) Total deferred provision (benefit) for income taxes (228,774) 1,064,396 (1,122,511) Provision (benefit) for income taxes $ (189,704) $ 1,084,687 $ (1,075,520) |
Schedule of Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate | The following is a reconciliation of the income tax at the federal statutory rate to the Company’s provision (benefit) for income taxes for the years ended December 31, 2021, 2020 and 2019 (in thousands): Year Ended December 31, 2021 2020 2019 Income tax at federal statutory rate $ (86,334) (10,697) $ 81,929 State taxes, net of federal benefit (18,694) (1,246) 4,286 Stock-based compensation (56,551) (27,127) (19,005) Research and development credits (71,820) (40,707) (33,044) Valuation allowance 361 1,104,732 (724) Nondeductible other expenses 6,145 7,438 12,266 Nondeductible Federal Trade Commission settlement accrual — 31,500 — Deferred tax asset on intra-entity transfer of intangible assets — — (1,203,381) Foreign rate differential 39,285 22,078 79,186 Other (2,096) (1,284) 2,967 Provision (benefit) for income taxes $ (189,704) $ 1,084,687 $ (1,075,520) |
Schedule of Tax Effects of Temporary Differences and Related Deferred Tax Assets and Liabilities | The tax effects of temporary differences and related deferred tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 487,729 $ 421,411 Tax credits 586,026 485,106 Fixed assets and intangible assets 1,152,360 1,280,597 Operating lease liability 299,514 230,837 Litigation Settlement 194,897 — Other 169,278 82,596 Total deferred tax assets 2,889,804 2,500,547 Valuation allowance (1,414,632) (1,457,137) Total deferred tax assets, net of valuation allowance 1,475,172 1,043,410 Deferred tax liabilities: Operating lease right-of-use asset (276,855) (215,663) Other (50,716) (32,451) Total deferred tax liabilities (327,571) (248,114) Net deferred tax assets $ 1,147,601 $ 795,296 |
Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit | A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2021 2020 2019 Gross unrecognized tax benefits at the beginning of the year $ 354,598 $ 419,858 $ 332,314 Increases related to prior year tax positions 3,365 5,943 54,743 Decreases related to prior year tax positions (5,296) (99,540) (2,537) Increases related to current year tax positions 50,468 28,337 35,338 Statute of limitations expirations (1,770) — — Gross unrecognized tax benefits at the end of the year $ 401,365 $ 354,598 $ 419,858 |
Summary of Unrecognized Tax Benefits Recorded in Balance Sheet | Total unrecognized tax benefits are recorded on the Company’s consolidated balance sheets as follows (in thousands): December 31, 2021 2020 Total unrecognized tax benefits balance $ 401,365 $ 354,598 Amounts netted against related deferred tax assets (369,312) (331,339) Unrecognized tax benefits recorded on consolidated balance sheets $ 32,053 $ 23,259 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Commitments to Settle Contractual Obligations in Cash | The following table summarizes the Company's commitments to settle unconditional obligations in cash as of December 31, 2021: 2022 $ 213,578 2023 385,854 2024 387,446 2025 382,469 2026 197,428 Thereafter 7,985 Total $ 1,574,760 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | Jan. 01, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Significant Accounting Policies [Line Items] | |||||
Finance lease liability | $ 0 | ||||
Asset retirement obligations | 34,200,000 | $ 19,900,000 | |||
Interest earned on cash, cash equivalent and marketable securities | 35,683,000 | 88,178,000 | $ 157,703,000 | ||
Capitalized interest expenses | 1,500,000 | 3,800,000 | 4,600,000 | ||
Impairment charges on goodwill | $ 0 | 0 | 0 | ||
Intangible assets, estimated useful lives | 11 years | ||||
Impairment charges on intangible assets | $ 0 | 0 | 0 | ||
Software developing program costs capitalized | $ 265,300,000 | 109,300,000 | 127,500,000 | ||
Capitalized computer software, useful life | 5 years | ||||
Amortization of capitalized costs | $ 120,500,000 | 109,600,000 | 116,000,000 | ||
Advertising expense | 167,100,000 | 56,100,000 | 81,300,000 | ||
Increase (decrease) in convertible notes payable, noncurrent | 3,559,023,000 | 1,875,878,000 | |||
Increase (decrease) in convertible notes payable, current | 0 | 917,866,000 | |||
Cumulative-effect adjustment from ASU adoption | (7,307,199,000) | (7,970,082,000) | (8,704,386,000) | ||
Accumulated deficit | (1,002,302,000) | (1,125,669,000) | |||
Accounting Standards Update 2020-06 | |||||
Significant Accounting Policies [Line Items] | |||||
Reduction in interest expense | 99,500,000 | ||||
Additional Paid-in Capital | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative-effect adjustment from ASU adoption | (8,432,112,000) | (9,167,138,000) | (8,763,330,000) | $ (8,324,974,000) | |
Retained earnings (accumulated deficit) | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative-effect adjustment from ASU adoption | 1,002,302,000 | 1,125,669,000 | (11,586,000) | $ 1,454,073,000 | |
Cumulative Effect, Period of Adoption, Adjustment | Accounting Standards Update 2020-06 | |||||
Significant Accounting Policies [Line Items] | |||||
Increase (decrease) in convertible notes payable, noncurrent | $ 254,600,000 | ||||
Increase (decrease) in convertible notes payable, current | 34,700,000 | ||||
Deferred tax asset, increase (decrease), amount | 66,600,000 | ||||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative-effect adjustment from ASU adoption | 567,547,000 | ||||
Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital | Accounting Standards Update 2020-06 | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative-effect adjustment from ASU adoption | 567,500,000 | ||||
Cumulative Effect, Period of Adoption, Adjustment | Retained earnings (accumulated deficit) | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative-effect adjustment from ASU adoption | (344,776,000) | 1,629,000 | |||
Cumulative Effect, Period of Adoption, Adjustment | Retained earnings (accumulated deficit) | Accounting Standards Update 2020-06 | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative-effect adjustment from ASU adoption | $ 344,800,000 | ||||
Internal Use Software and Website Development Costs | |||||
Significant Accounting Policies [Line Items] | |||||
Share-based compensation, capitalized amount | 79,700,000 | 34,600,000 | $ 37,500,000 | ||
Prepaid Expenses and Other Current Assets | |||||
Significant Accounting Policies [Line Items] | |||||
Restricted cash balances | 8,100,000 | 2,300,000 | |||
Other assets | |||||
Significant Accounting Policies [Line Items] | |||||
Restricted cash balances | $ 16,000,000 | $ 20,600,000 | |||
Minimum | |||||
Significant Accounting Policies [Line Items] | |||||
Finance lease, term of contract | 3 years | ||||
Minimum | Service-Based Restricted Stock | |||||
Significant Accounting Policies [Line Items] | |||||
Vesting condition period | 4 years | ||||
Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Finance lease, term of contract | 4 years | ||||
Maximum | Service-Based Restricted Stock | |||||
Significant Accounting Policies [Line Items] | |||||
Vesting condition period | 5 years | ||||
Maximum | Performance-Based and Market-Based Restricted Stock Award | |||||
Significant Accounting Policies [Line Items] | |||||
Vesting condition period | 6 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer hardware, networking and office equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer hardware, networking and office equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Revenue - Revenue by Services a
Revenue - Revenue by Services and Revenue by Products and Services (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | $ 5,077,482 | $ 3,716,349 | $ 3,459,329 |
United States | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 2,835,760 | 2,078,836 | 1,944,022 |
Japan | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 675,022 | 547,862 | 537,021 |
Rest of World | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 1,566,700 | 1,089,651 | 978,286 |
Advertising services | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | 4,505,692 | 3,207,392 | 2,993,392 |
Data licensing and other | |||
Segment Reporting, Revenue Reconciling Item [Line Items] | |||
Revenue | $ 571,790 | $ 508,957 | $ 465,937 |
Revenue - Summary of Contract B
Revenue - Summary of Contract Balances (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue from Contract with Customer [Abstract] | ||
Unbilled Revenue | $ 44,880 | $ 44,063 |
Deferred Revenue | $ 79,414 | $ 62,191 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue, revenue recognized | $ 61,900 | $ 69,000 |
Aggregate amount of transaction price allocated to remaining performance obligations | $ 587,198 |
Revenue - Summary of Revenue Ex
Revenue - Summary of Revenue Expected to Recognize on Remaining Performance Obligations Over the Time Periods (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 587,198 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 237,036 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 163,645 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 186,517 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Cash, Cash Equivalents and Sh_3
Cash, Cash Equivalents and Short-term Investments - Cash, Cash and Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash and cash equivalents: | |||
Cash | $ 336,958 | $ 285,002 | |
Cash and cash equivalents | 2,186,549 | 1,988,429 | $ 1,799,082 |
Short-term investments: | |||
Available for sale debt securities | 4,203,991 | 5,482,653 | |
Marketable equity securities | 3,142 | 1,220 | |
Short-term Investments | 4,207,133 | 5,483,873 | |
Money market funds | |||
Cash and cash equivalents: | |||
Cash and cash equivalents | 1,000,671 | 1,158,927 | |
U.S. government and agency securities | |||
Short-term investments: | |||
Available for sale debt securities | 374,868 | 910,259 | |
Corporate notes, commercial paper and certificates of deposit | |||
Cash and cash equivalents: | |||
Cash and cash equivalents | 848,920 | 544,500 | |
Short-term investments: | |||
Available for sale debt securities | $ 3,829,123 | $ 4,572,394 |
Cash, Cash Equivalents and Sh_4
Cash, Cash Equivalents and Short-term Investments - Contractual Maturities of Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Cash And Cash Equivalents And Marketable Securities [Abstract] | ||
Due within one year | $ 2,208,362 | |
Due after one year through five years | 1,995,629 | |
Total | $ 4,203,991 | $ 5,482,653 |
Cash, Cash Equivalents and Sh_5
Cash, Cash Equivalents and Short-term Investments - Summary of Unrealized Gains and Losses Related to Available-for-Sale Securities Classified as Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Gross Amortized Cost | $ 4,209,949 | $ 5,454,779 |
Gross Unrealized Gains | 4,885 | 28,116 |
Gross Unrealized Losses | (10,843) | (242) |
Aggregated Estimated Fair Value | 4,203,991 | 5,482,653 |
U.S. government and agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Amortized Cost | 376,966 | 909,092 |
Gross Unrealized Gains | 12 | 1,177 |
Gross Unrealized Losses | (2,110) | (10) |
Aggregated Estimated Fair Value | 374,868 | 910,259 |
Corporate notes, commercial paper and certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Amortized Cost | 3,832,983 | 4,545,687 |
Gross Unrealized Gains | 4,873 | 26,939 |
Gross Unrealized Losses | (8,733) | (232) |
Aggregated Estimated Fair Value | $ 3,829,123 | $ 4,572,394 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Net Asset (Liability) [Abstract] | ||
Available for sale debt securities | $ 4,203,991 | $ 5,482,653 |
Marketable equity securities | 3,142 | 1,220 |
Other current assets | 7,849 | 5,529 |
Other current liabilities: | 2,125 | 1,028 |
Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Marketable equity securities | 3,142 | 1,220 |
Total | 6,064,573 | 7,192,829 |
Total | 2,125 | 1,028 |
Fair Value, Measurements, Recurring | Money market funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 1,000,671 | 1,158,927 |
Fair Value, Measurements, Recurring | Corporate notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 1,347 | |
Available for sale debt securities | 2,633,777 | 2,829,521 |
Fair Value, Measurements, Recurring | Commercial paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 843,919 | 543,153 |
Available for sale debt securities | 953,103 | 1,240,670 |
Fair Value, Measurements, Recurring | U.S. government and agency securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Available for sale debt securities | 374,868 | 910,259 |
Fair Value, Measurements, Recurring | Certificates of deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 5,001 | |
Available for sale debt securities | 242,243 | 502,203 |
Fair Value, Measurements, Recurring | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 7,849 | 5,529 |
Other current liabilities: | 2,125 | 1,028 |
Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Marketable equity securities | 3,142 | 1,220 |
Total | 1,003,813 | 1,160,147 |
Total | 0 | 0 |
Level 1 | Fair Value, Measurements, Recurring | Money market funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 1,000,671 | 1,158,927 |
Level 1 | Fair Value, Measurements, Recurring | Corporate notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 0 | |
Available for sale debt securities | 0 | 0 |
Level 1 | Fair Value, Measurements, Recurring | Commercial paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 0 | 0 |
Available for sale debt securities | 0 | 0 |
Level 1 | Fair Value, Measurements, Recurring | U.S. government and agency securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Available for sale debt securities | 0 | 0 |
Level 1 | Fair Value, Measurements, Recurring | Certificates of deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 0 | |
Available for sale debt securities | 0 | 0 |
Level 1 | Fair Value, Measurements, Recurring | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 0 | 0 |
Other current liabilities: | 0 | 0 |
Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Marketable equity securities | 0 | 0 |
Total | 5,060,760 | 6,032,682 |
Total | 2,125 | 1,028 |
Level 2 | Fair Value, Measurements, Recurring | Money market funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 0 | 0 |
Level 2 | Fair Value, Measurements, Recurring | Corporate notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 1,347 | |
Available for sale debt securities | 2,633,777 | 2,829,521 |
Level 2 | Fair Value, Measurements, Recurring | Commercial paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 843,919 | 543,153 |
Available for sale debt securities | 953,103 | 1,240,670 |
Level 2 | Fair Value, Measurements, Recurring | U.S. government and agency securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Available for sale debt securities | 374,868 | 910,259 |
Level 2 | Fair Value, Measurements, Recurring | Certificates of deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents: | 5,001 | |
Available for sale debt securities | 242,243 | 502,203 |
Level 2 | Fair Value, Measurements, Recurring | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 7,849 | 5,529 |
Other current liabilities: | $ 2,125 | $ 1,028 |
Fair Value Measurements - Conve
Fair Value Measurements - Convertible and Senior Notes (Details) - USD ($) | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | $ 4,476,926,000 | ||||
Level 2 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | 3,270,716,000 | ||||
Level 3 | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | 1,206,210,000 | ||||
2024 Notes | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | 1,244,760,000 | ||||
Debt instrument, principal amount | 1,150,000,000 | $ 1,150,000,000 | $ 1,150,000,000 | ||
Debt instrument, percentage | 0.25% | ||||
2024 Notes | Level 2 | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | 1,244,760,000 | ||||
2024 Notes | Level 3 | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | 0 | ||||
2025 Notes | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | 1,206,210,000 | ||||
Debt instrument, principal amount | 1,000,000,000 | $ 1,000,000,000 | |||
Debt instrument, percentage | 0.375% | ||||
2025 Notes | Level 2 | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | 0 | ||||
2025 Notes | Level 3 | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | 1,206,210,000 | ||||
2026 Notes | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | 1,297,200,000 | ||||
Debt instrument, principal amount | 1,437,500,000 | $ 1,440,000,000 | |||
Debt instrument, percentage | 0.00% | ||||
2026 Notes | Level 2 | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | 1,297,200,000 | ||||
2026 Notes | Level 3 | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | 0 | ||||
2027 Notes | Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | 728,756,000 | ||||
Debt instrument, principal amount | 700,000,000 | $ 700,000,000 | $ 700,000,000 | ||
Debt instrument, percentage | 3.875% | 3.875% | |||
2027 Notes | Level 2 | Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | 728,756,000 | ||||
2027 Notes | Level 3 | Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Total | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2018 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional principal of foreign currency contracts outstanding | $ 910,500,000 | $ 729,800,000 | |||
Net losses on foreign currency contracts | 4,000,000 | (8,100,000) | $ (7,200,000) | ||
2024 Notes | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, principal amount | 1,150,000,000 | 1,150,000,000 | $ 1,150,000,000 | ||
Debt instrument, percentage | 0.25% | ||||
2025 Notes | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, principal amount | 1,000,000,000 | $ 1,000,000,000 | |||
Debt instrument, percentage | 0.375% | ||||
2026 Notes | Convertible Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, principal amount | 1,437,500,000 | $ 1,440,000,000 | |||
Debt instrument, percentage | 0.00% | ||||
2027 Notes | Senior Notes | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Debt instrument, principal amount | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 | ||
Debt instrument, percentage | 3.875% | 3.875% |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Values of Outstanding Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets, Fair Value Disclosure [Abstract] | ||
Foreign currency contracts not designated as hedging instruments | $ 7,849 | $ 5,529 |
Liabilities, Fair Value Disclosure [Abstract] | ||
Foreign currency contracts not designated as hedging instruments | $ 2,125 | $ 1,028 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property and equipment, net | ||
Property and equipment, gross | $ 4,283,959 | $ 3,354,531 |
Less: Accumulated depreciation and amortization | (2,201,799) | (1,860,737) |
Property and equipment, net | 2,082,160 | 1,493,794 |
Equipment | ||
Property and equipment, net | ||
Property and equipment, gross | 2,603,304 | 1,830,459 |
Furniture and leasehold improvements | ||
Property and equipment, net | ||
Property and equipment, gross | 470,678 | 362,766 |
Capitalized software | ||
Property and equipment, net | ||
Property and equipment, gross | 948,710 | 811,371 |
Construction in progress | ||
Property and equipment, net | ||
Property and equipment, gross | $ 261,267 | $ 349,935 |
Property and Equipment, Net - B
Property and Equipment, Net - By Geographic (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property and equipment, net: | ||
Total property and equipment, net | $ 2,082,160 | $ 1,493,794 |
United States | ||
Property and equipment, net: | ||
Total property and equipment, net | 2,038,597 | 1,460,163 |
International | ||
Property and equipment, net: | ||
Total property and equipment, net | $ 43,563 | $ 33,631 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation expense | $ 503,600 | $ 471,600 | $ 449,000 |
Depreciation expense of finance lease | 435 | 20,527 | 63,674 |
Computer hardware, networking and office equipment | |||
Property, Plant and Equipment [Line Items] | |||
Depreciation expense of finance lease | $ 400 | $ 20,500 | $ 63,700 |
Operating and Finance Leases (D
Operating and Finance Leases (Details) | Dec. 31, 2021 |
Minimum | |
Leases [Line Items] | |
Remaining lease term | 1 year |
Remaining lease term | 1 year |
Maximum | |
Leases [Line Items] | |
Remaining lease term | 10 years |
Remaining lease term | 10 years |
Operating and Finance Leases -
Operating and Finance Leases - Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Operating lease cost | $ 256,388 | $ 201,386 | $ 173,005 |
Finance Lease Costs [Abstract] | |||
Depreciation expense | 435 | 20,527 | 63,674 |
Interest on lease liabilities | 2 | 369 | 2,125 |
Total finance lease cost | 437 | 20,896 | 65,799 |
Short-term lease cost | 5,411 | 5,603 | 3,000 |
Variable lease cost | 81,387 | 52,476 | 49,456 |
Sublease income | (9,660) | (9,626) | (22,326) |
Total lease cost | $ 333,963 | $ 270,735 | $ 268,934 |
Operating and Finance Leases _2
Operating and Finance Leases - Summary of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows from operating leases | $ 231,643 | $ 183,033 | $ 165,093 |
Operating cash flows from finance leases | 2 | 369 | 2,125 |
Payments of finance lease obligations | 565 | 23,062 | 66,677 |
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | $ 491,996 | $ 398,480 | $ 110,522 |
Weighted-average remaining lease term (years): | |||
Operating leases | 7 years 2 months 12 days | 6 years 9 months 18 days | |
Finance leases | 1 month 6 days | ||
Weighted-average discount rate: | |||
Operating leases | 3.40% | 3.80% | |
Finance leases | 0.00% | 3.90% |
Operating and Finance Leases _3
Operating and Finance Leases - Summary of Future Lease Payments under Leases and Sublease Income (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
2022 | $ 277,260 | |
2023 | 235,742 | |
2024 | 235,777 | |
2025 | 230,193 | |
2026 | 207,828 | |
Thereafter | 687,226 | |
Total future lease payments (receipts) | 1,874,026 | |
Less: leases not yet commenced | (409,380) | |
Less: imputed interest | (171,091) | |
Total lease liabilities | 1,293,555 | |
Sublease Income | ||
2022 | (4,685) | |
2023 | (3,187) | |
2024 | (1,725) | |
2025 | (120) | |
2026 | 0 | |
Thereafter | 0 | |
Total | (9,717) | |
Reconciliation of lease liabilities as shown on the consolidated balance sheets | ||
Operating lease liabilities, short-term | 222,346 | $ 177,147 |
Operating lease liabilities, long-term | $ 1,071,209 | $ 819,748 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill Activities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 1,312,346 |
Acquisitions | 34,143 |
Reclassified to assets held for sale | (40,800) |
Other | (4,169) |
Ending balance | 1,301,520 |
Held-for-sale, not discontinued operations | MoPub | |
Goodwill [Roll Forward] | |
Reclassified to assets held for sale | $ 40,800 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Impairment charges on goodwill | $ 0 | $ 0 | $ 0 |
Intangible assets, estimated useful lives | 11 years | ||
Weighted average amortization period | 2 years 8 months 12 days | ||
Amortization of intangible assets | $ 41,200,000 | $ 23,600,000 | $ 16,500,000 |
Fully amortized finite lived intangible assets | $ 34,100,000 | ||
Patents and developed technologies | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful lives | 11 years | ||
Weighted average amortization period | 3 years 7 months 6 days | ||
Assembled workforce | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average amortization period | 2 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 129,761 | $ 111,953 |
Accumulated Amortization | (60,437) | (53,615) |
Total | 69,324 | 58,338 |
Patents and developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 106,261 | 110,153 |
Accumulated Amortization | (57,988) | (53,265) |
Total | 48,273 | 56,888 |
Assembled workforce | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 23,500 | |
Accumulated Amortization | (2,449) | |
Total | $ 21,051 | |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,800 | |
Accumulated Amortization | (350) | |
Total | $ 1,450 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 31,266 | |
2023 | 19,467 | |
2024 | 6,673 | |
2025 | 2,510 | |
2026 | 2,410 | |
Thereafter | 6,998 | |
Total | $ 69,324 | $ 58,338 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 325,113 | $ 171,681 |
Federal Trade Commission accrual | 150,000 | 150,000 |
Deferred revenue | 78,541 | 58,976 |
Accrued tax liabilities | 47,830 | 40,384 |
Accrued publisher, content and ad network costs | 45,025 | 42,541 |
Accrued professional services | 41,321 | 27,404 |
Accrued other | 230,520 | 172,546 |
Total | $ 918,350 | $ 663,532 |
Acquisitions and Other Invest_2
Acquisitions and Other Investments - Acquisitions, Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||
Acquisitions | $ 34,143 | ||
Intangible assets, estimated useful lives | 11 years | ||
Series of Individually Immaterial Asset Acquisitions | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 32,600 | ||
Assembled workforce | Series of Individually Immaterial Asset Acquisitions | |||
Business Acquisition [Line Items] | |||
Intangible assets, estimated useful lives | 2 years | ||
Other acquisitions | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 56,600 | $ 69,700 | $ 34,500 |
Acquisition purchase price allocated to assets | 8,600 | 4,900 | |
Acquisitions | 34,100 | 51,000 | 27,400 |
Business acquisition, goodwill expected tax deductible amount | 2,100 | 0 | |
Purchase price cash consideration | 29,900 | ||
Indemnification holdback | 4,600 | ||
Liabilities | 1,900 | ||
Other acquisitions | Developed Technology Rights | |||
Business Acquisition [Line Items] | |||
Acquisition purchase price allocated to finite lived intangible assets | $ 13,900 | $ 13,800 | $ 9,000 |
Intangible assets, estimated useful lives | 3 years | 3 years | |
Other acquisitions | Assembled workforce | |||
Business Acquisition [Line Items] | |||
Intangible assets, estimated useful lives | 2 years |
Acquisitions and Other Invest_3
Acquisitions and Other Investments - Investments in Privately-Held Companies - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2021USD ($)company | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Schedule of Investments [Line Items] | |||
Non-marketable equity securities, combined carrying value | $ 207,400,000 | $ 85,800,000 | |
Convertible loans converted to shares | 30,000,000 | ||
Sale of convertible loans | $ 30,000,000 | ||
Number of investments in privately-held companies completing initial public offerings | company | 2 | ||
Gain on sale of investments | $ 10,200,000 | ||
Preferred Stock | |||
Schedule of Investments [Line Items] | |||
Annual upward price adjustment | $ 84,700,000 | ||
Common Stock | |||
Schedule of Investments [Line Items] | |||
Annual upward price adjustment | 16,900,000 | ||
Other Assets | |||
Schedule of Investments [Line Items] | |||
Non-marketable equity securities, combined carrying value | 30,000,000 | ||
Investments in Privately-Held Companies | |||
Schedule of Investments [Line Items] | |||
Bridge financing in the form of convertible loans | 60,000,000 | ||
Other Expense | |||
Schedule of Investments [Line Items] | |||
Equity securities without readily determinable FV, impairment loss | $ 0 | $ 8,800,000 | $ 1,600,000 |
Assets Held for Sale (Details)
Assets Held for Sale (Details) - Held-for-sale, not discontinued operations - MoPub - USD ($) $ in Millions | Jan. 01, 2022 | Oct. 06, 2021 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Consideration | $ 1,050 | |
Subsequent Event | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gain (loss) on disposal, pre-tax | $ 1,000 |
Senior Notes and Convertible _3
Senior Notes and Convertible Notes - Additional Information (Details) $ / shares in Units, shares in Millions | Sep. 15, 2021USD ($) | Mar. 31, 2021USD ($)dD$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2021USD ($)d$ / shares | Dec. 31, 2020USD ($)d$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)dD$ / sharesshares | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||||||
Conversion period | 2 years | |||||||
Exercise price of the warrants (in dollars per share) | $ / shares | $ 80.20 | |||||||
Proceeds from issuance of warrants concurrent with note hedges | $ 161,144,000 | $ 0 | $ 0 | |||||
Trading day settlement period (in days) | d | 60 | |||||||
Repayments of convertible debt | 954,000,000 | 0 | 935,000,000 | |||||
Amortization of debt discount, prior to capitalization of interest | 10,200,000 | 112,200,000 | 123,600,000 | |||||
Debt instrument coupon interest expense | 40,600,000 | 42,600,000 | 15,700,000 | |||||
The Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Future interest payments | 183,000,000 | |||||||
Interest payments payable within the next 12 months | $ 33,700,000 | |||||||
2021 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Exercise price of the warrants (in dollars per share) | $ / shares | $ 105.28 | |||||||
2024 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Exercise price of the warrants (in dollars per share) | $ / shares | 80.20 | |||||||
2026 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 130.03 | |||||||
Exercise price of the warrants (in dollars per share) | $ / shares | 163.02 | $ 163.02 | ||||||
Senior Notes | 2027 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 | ||||
Debt instrument, interest rate percentage | 3.875% | 3.875% | 3.875% | |||||
Proceeds from offerings, net of transaction costs | $ 691,900,000 | |||||||
Price percentage for repurchase of notes if repurchase option is elected | 101.00% | |||||||
Debt issuance costs | $ 8,100,000 | |||||||
Percentage of principal amount redeemed | 100.00% | |||||||
Interest rate percentage | 3.875% | 3.875% | ||||||
Remaining period for convertible debt | 71 months | |||||||
Convertible Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Exercise price of the warrants (in dollars per share) | $ / shares | $ 163.02 | |||||||
Convertible Notes | 2021 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 954,000,000 | $ 954,000,000 | ||||||
Debt instrument, interest rate percentage | 1.00% | |||||||
Proceeds from offerings, net of transaction costs | $ 939,500,000 | |||||||
Number of shares authorized for repurchase under hedge agreement | shares | 12.3 | |||||||
Number of warrants issued (in shares) | shares | 12.3 | |||||||
Exercise price of the warrants (in dollars per share) | $ / shares | $ 105.28 | |||||||
Proceeds from issuance of warrants concurrent with note hedges | $ 172,900,000 | |||||||
Debt discount | 14,300,000 | |||||||
Debt issuance costs | $ 200,000 | |||||||
Repayments of convertible debt | $ 954,000,000 | |||||||
Convertible Notes | 2021 Notes | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 77.64 | |||||||
Convertible Notes | 2024 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 1,150,000,000 | $ 1,150,000,000 | $ 1,150,000,000 | |||||
Debt instrument, interest rate percentage | 0.25% | |||||||
Proceeds from offerings, net of transaction costs | $ 1,140,000,000 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 57.14 | |||||||
Number of shares authorized for repurchase under hedge agreement | shares | 20.1 | |||||||
Purchases of convertible note hedges | $ 268,000,000 | |||||||
Number of warrants issued (in shares) | shares | 20.1 | |||||||
Exercise price of the warrants (in dollars per share) | $ / shares | $ 80.20 | |||||||
Proceeds from issuance of warrants concurrent with note hedges | $ 186,800,000 | |||||||
Debt issuance costs | $ 12,300,000 | |||||||
Interest rate percentage | 0.25% | 4.46% | ||||||
Remaining period for convertible debt | 29 months | |||||||
Convertible Notes | 2024 Notes | Scenario One | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible debt instrument, consecutive trading days threshold | d | 30 | |||||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 130.00% | |||||||
Convertible Notes | 2024 Notes | Scenario Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible debt instrument, trading days threshold | D | 5 | |||||||
Convertible debt instrument, consecutive trading days threshold | D | 5 | |||||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 98.00% | |||||||
Convertible Notes | 2024 Notes | Minimum | Scenario One | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible debt instrument, trading days threshold | d | 20 | |||||||
Convertible Notes | 2024 Notes | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, conversion ratio | 0.0175001 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 57.14 | $ 57.14 | ||||||
Convertible Notes | 2026 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 1,440,000,000 | $ 1,437,500,000 | ||||||
Debt instrument, interest rate percentage | 0.00% | |||||||
Proceeds from offerings, net of transaction costs | $ 1,420,000,000 | |||||||
Convertible debt instrument, consecutive trading days threshold | d | 30 | |||||||
Price percentage for repurchase of notes if repurchase option is elected | 100.00% | |||||||
Number of shares authorized for repurchase under hedge agreement | shares | 11.1 | |||||||
Purchases of convertible note hedges | $ 213,500,000 | |||||||
Number of warrants issued (in shares) | shares | 11.1 | |||||||
Proceeds from issuance of warrants concurrent with note hedges | $ 161,100,000 | |||||||
Remaining period for convertible debt | 50 months | |||||||
Convertible Notes | 2026 Notes | Scenario One | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible debt instrument, consecutive trading days threshold | d | 30 | |||||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 130.00% | |||||||
Convertible Notes | 2026 Notes | Scenario Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible debt instrument, trading days threshold | D | 5 | |||||||
Convertible debt instrument, consecutive trading days threshold | D | 5 | |||||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 98.00% | |||||||
Convertible Notes | 2026 Notes | Minimum | Scenario One | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible debt instrument, trading days threshold | d | 20 | |||||||
Convertible Notes | 2026 Notes | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, conversion ratio | 0.076905 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 130.03 | |||||||
Convertible Notes | 2025 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 1,000,000,000 | $ 1,000,000,000 | ||||||
Debt instrument, interest rate percentage | 0.375% | |||||||
Proceeds from offerings, net of transaction costs | $ 985,300,000 | |||||||
Convertible debt instrument, trading days threshold | d | 20 | |||||||
Convertible debt instrument, consecutive trading days threshold | d | 30 | |||||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 130.00% | |||||||
Price percentage for repurchase of notes if repurchase option is elected | 100.00% | 100.00% | ||||||
Debt issuance costs | $ 14,700,000 | |||||||
Interest rate percentage | 0.375% | 2.99% | ||||||
Remaining period for convertible debt | 38 months | |||||||
Convertible Notes | 2025 Notes | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt Instrument, conversion ratio | 0.0240964 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 41.50 |
Senior Notes and Convertible _4
Senior Notes and Convertible Notes - Components of Notes (Details) - USD ($) | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2014 |
Principal amounts: | ||||||
Net carrying amount | $ 3,559,023,000 | $ 1,875,878,000 | ||||
Net carrying amount | 693,996,000 | 692,994,000 | ||||
2024 Notes | Convertible Notes | ||||||
Principal amounts: | ||||||
Debt instrument, principal amount | 1,150,000,000 | 1,150,000,000 | $ 1,150,000,000 | |||
Unamortized debt discount and issuance costs | (5,052,000) | (160,297,000) | ||||
Net carrying amount | 1,144,948,000 | 989,703,000 | ||||
Carrying amount of the equity component | 0 | 254,981,000 | ||||
2025 Notes | Convertible Notes | ||||||
Principal amounts: | ||||||
Debt instrument, principal amount | 1,000,000,000 | 1,000,000,000 | ||||
Unamortized debt discount and issuance costs | (9,399,000) | (113,825,000) | ||||
Net carrying amount | 990,601,000 | 886,175,000 | ||||
Carrying amount of the equity component | 0 | 121,413,000 | ||||
2027 Notes | Senior Notes | ||||||
Principal amounts: | ||||||
Debt instrument, principal amount | 700,000,000 | 700,000,000 | $ 700,000,000 | |||
Unamortized debt discount and issuance costs | (6,004,000) | (7,006,000) | ||||
Net carrying amount | 693,996,000 | 692,994,000 | ||||
Carrying amount of the equity component | 0 | 0 | ||||
2021 Notes | Convertible Notes | ||||||
Principal amounts: | ||||||
Debt instrument, principal amount | 954,000,000 | $ 954,000,000 | ||||
Unamortized debt discount and issuance costs | (36,134,000) | |||||
Net carrying amount | 917,866,000 | |||||
Carrying amount of the equity component | $ 283,283,000 | |||||
2026 Notes | Convertible Notes | ||||||
Principal amounts: | ||||||
Debt instrument, principal amount | 1,437,500,000 | $ 1,440,000,000 | ||||
Unamortized debt discount and issuance costs | (14,026,000) | |||||
Net carrying amount | 1,423,474,000 | |||||
Carrying amount of the equity component | $ 0 |
Senior Notes and Convertible _5
Senior Notes and Convertible Notes - Maturity (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Convertible Notes | |
Debt Instrument [Line Items] | |
2022 | $ 0 |
2023 | 0 |
2024 | 1,150,000 |
2025 | 1,000,000 |
2026 | 1,437,500 |
Thereafter | 0 |
Total | 3,587,500 |
Senior Notes | |
Debt Instrument [Line Items] | |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 700,000 |
Total | $ 700,000 |
Net Income (Loss) Per Share - B
Net Income (Loss) Per Share - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator | |||
Net income (loss) | $ (221,409) | $ (1,135,626) | $ 1,465,659 |
Denominator | |||
Weighted-average common shares outstanding | 799,198 | 789,887 | 772,663 |
Weighted-average restricted stock subject to repurchase | (1,625) | (2,026) | (1,934) |
Weighted-average shares used to compute basic net income (loss) per share | 797,573 | 787,861 | 770,729 |
Basic net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.28) | $ (1.44) | $ 1.90 |
Numerator | |||
Net income (loss) | $ (221,409) | $ (1,135,626) | $ 1,465,659 |
Denominator | |||
Number of shares used in basic computation | 797,573 | 787,861 | 770,729 |
Weighted-average effect of dilutive securities: | |||
RSUs | 0 | 0 | 10,468 |
Stock options | 0 | 0 | 2,496 |
Other | 0 | 0 | 1,838 |
Weighted-average shares used to compute diluted net income (loss) per share | 797,573 | 787,861 | 785,531 |
Diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ (0.28) | $ (1.44) | $ 1.87 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Potential Common Shares Excluded from Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 (loss) per share | 62,084 | 0 | 0 |
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 (loss) per share | 41,010 | 32,412 | 42,246 |
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 (loss) per share | 37,394 | 36,611 | 12,117 |
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 (loss) per share | 7,612 | 5,668 | 1,284 |
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 (loss) per share | 965 | 1,436 | 3 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Details) - $ / shares | Dec. 31, 2021 | Mar. 31, 2021 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Exercise price of the warrants (in dollars per share) | $ 80.20 | |
2021 Notes | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Exercise price of the warrants (in dollars per share) | 105.28 | |
2024 Notes | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Exercise price of the warrants (in dollars per share) | 80.20 | |
2026 Notes | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Exercise price of the warrants (in dollars per share) | $ 163.02 | $ 163.02 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Temporary Equity Disclosure [Abstract] | ||
Preferred shares, authorized | 200,000,000 | 200,000,000 |
Preferred shares, outstanding | 0 | 0 |
Common Stock and Stockholders_3
Common Stock and Stockholders' Equity - Additional Information (Details) | 12 Months Ended | ||||
Dec. 31, 2021USD ($)purchasePeriod$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Jan. 15, 2021USD ($) | Mar. 31, 2020USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common shares, authorized (in shares) | 5,000,000,000 | 5,000,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.000005 | $ 0.000005 | |||
Dividends declared | $ | $ 0 | ||||
Options granted expire years | 10 years | ||||
Stock options outstanding (in shares) | 965,000 | 1,436,000 | |||
Stock repurchase program, authorized amount | $ | $ 2,000,000,000 | $ 2,000,000,000 | $ 2,000,000,000 | ||
Repurchased of common stock (in shares) | 16,900,000 | 5,700,000 | |||
Repurchases of common stock | $ | $ 930,500,000 | $ 250,600,000 | |||
Treasury stock (in shares) | 120,000 | 98,000 | |||
Treasury stock, value | $ | $ 5,295,000 | $ 5,297,000 | |||
Issuance of common stock upon purchases under employee stock purchase plan (in shares) | 2,200,000 | 2,300,000 | |||
Employee stock purchase plan (ESOP), weighted average purchase price of shares purchased | $ / shares | $ 31.07 | $ 24.65 | |||
Gross unamortized stock-based compensation expense related to unvested awards | $ | $ 1,820,000,000 | ||||
Unrecognized share-based compensation expense, weighted average recognition period | 2 years 10 months 24 days | ||||
Internal Use Software and Website Development Costs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, capitalized amount | $ | $ 79,700,000 | $ 34,600,000 | $ 37,500,000 | ||
Restricted Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested and outstanding (in shares) | 1,565,000 | 1,998,000 | |||
Restricted Common Stock | All Acquisitions | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Equity compensation service period | 4 years | ||||
Employee Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options exercised, intrinsic value | $ | $ 36,000,000 | $ 78,500,000 | $ 13,100,000 | ||
PRSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested and outstanding (in shares) | 456,000 | 729,000 | |||
Vesting condition period | 3 years | 1 year | |||
Fair value of stock units vested | $ | $ 10,000,000 | $ 22,700,000 | $ 23,200,000 | ||
PRSUs | Tranche One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested and outstanding (in shares) | 243,000 | ||||
Award vesting rights, percentage | 102.00% | ||||
Expected to vest (in shares) | 248,000 | ||||
Vesting condition period | 3 years | ||||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested and outstanding (in shares) | 37,394,000 | 36,611,000 | |||
Fair value of stock units vested | $ | $ 993,000,000 | $ 557,100,000 | 454,500,000 | ||
Market-Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unvested and outstanding (in shares) | 2,921,000 | 917,000 | |||
Fair value of stock units vested | $ | $ 20,700,000 | $ 13,400,000 | $ 3,700,000 | ||
Maximum | TSR RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting condition period | 5 years | ||||
Maximum | Market-Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting condition period | 6 years | ||||
Minimum | Market-Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting condition period | 3 years | ||||
2013 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares initially reserved | 68,300,000 | ||||
Number of shares available for issuance | 60,000,000 | ||||
Outstanding shares of common stock percentage | 5.00% | ||||
Stock options, restricted stock units and performance restricted stock units outstanding (in shares) | 41,700,000 | ||||
Common stock, reserved for future issuance (in shares) | 231,000,000 | ||||
2016 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares initially reserved | 6,800,000 | ||||
Shares issued during the period | 0 | ||||
2013 Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of shares available for issuance | 11,300,000 | ||||
Outstanding shares of common stock percentage | 1.00% | ||||
Company's common stock at a discount through payroll deductions | 15.00% | ||||
Offering period | 12 months | ||||
Number of purchase periods | purchasePeriod | 2 | ||||
Purchase period | 6 months | ||||
Lower fair market value of common stock on the first trading day | 85.00% |
Common Stock and Stockholders_4
Common Stock and Stockholders' Equity - Summary of Restricted Stock Activity (Details) - USD ($) $ / shares in Units, shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Stock-based compensation expense | $ 629,901,000 | $ 474,932,000 | $ 378,025,000 |
Restricted Common Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Beginning of period (in shares) | 1,998 | ||
Granted (in shares) | 582 | ||
Vested (in shares) | (950) | ||
Canceled (in shares) | (65) | ||
End of period (in shares) | 1,565 | 1,998 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Beginning of period (in dollars per share) | $ 34 | ||
Granted (in dollars per share) | 24.50 | ||
Vested (in dollars per share) | 26.23 | ||
Canceled (in dollars per share) | 31.86 | ||
End of period (in dollars per share) | $ 35.28 | $ 34 | |
Restricted Common Stock | Other acquisitions | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |||
Vested (in shares) | (194) | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |||
Stock-based compensation expense | $ 0 |
Common Stock and Stockholders_5
Common Stock and Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Options Outstanding - Number of Shares | ||
Outstanding at beginning of period (in shares) | 1,436 | |
Options granted and assumed in connection with acquisitions (in shares) | 64 | |
Options exercised (in shares) | (532) | |
Options canceled (in shares) | (3) | |
Outstanding at end of period (in shares) | 965 | 1,436 |
Exercisable at end of period (in shares) | 934 | |
Options Outstanding - Weighted-Average Exercise Price Per Share | ||
Outstanding at beginning of period (dollars par share) | $ 18.97 | |
Options granted and assumed in connection with acquisitions (dollars par share) | 16.56 | |
Options exercised (dollars par share) | 3.87 | |
Options canceled (dollars par share) | 26.71 | |
Outstanding at end of period (dollars par share) | 27.11 | $ 18.97 |
Exercisable at end of period (dollars par share) | $ 27.34 | |
Options Outstanding - Weighted-Average Remaining Contractual Life | ||
Outstanding (in years) | 4 years 2 months 12 days | 3 years 4 months 20 days |
Exercisable at end of period (in years) | 4 years 21 days | |
Options Outstanding - Aggregate Intrinsic Value | ||
Outstanding | $ 15,550 | $ 50,534 |
Exercisable at end of period | $ 14,828 |
Common Stock and Stockholders_6
Common Stock and Stockholders' Equity - Summary of Performance and Market Based RSU Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
PRSUs | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning of period (in shares) | shares | 729,000 |
Granted (in shares) | shares | 348,000 |
Additional earned performance shares related to 2020 grants (in shares) | shares | (365,000) |
Vested (in shares) | shares | (137,000) |
Canceled (in shares) | shares | (119,000) |
End of period (in shares) | shares | 456,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning of period (in dollars per share) | $ / shares | $ 27.77 |
Granted (100% target level) (in dollars per share) | $ / shares | 71.22 |
Additional earned performance shares related to 2020 grants (in dollars per share) | $ / shares | 27.77 |
Vested (in dollars per share) | $ / shares | 30.63 |
Canceled (in dollars per share) | $ / shares | 54.97 |
End of period (in dollars per share) | $ / shares | $ 52.89 |
Shares granted, percentage of target level | 100.00% |
Market-Based Restricted Stock Units | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning of period (in shares) | shares | 917,000 |
Granted (in shares) | shares | 3,371,000 |
Additional earned performance shares related to 2020 grants (in shares) | shares | (207,000) |
Vested (in shares) | shares | (302,000) |
Canceled (in shares) | shares | (858,000) |
End of period (in shares) | shares | 2,921,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning of period (in dollars per share) | $ / shares | $ 30.90 |
Granted (100% target level) (in dollars per share) | $ / shares | 32.92 |
Additional earned performance shares related to 2020 grants (in dollars per share) | $ / shares | 30.60 |
Vested (in dollars per share) | $ / shares | 32.03 |
Canceled (in dollars per share) | $ / shares | 35.96 |
End of period (in dollars per share) | $ / shares | $ 31.64 |
TSR RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Shares granted, percentage of target level | 100.00% |
Common Stock and Stockholders_7
Common Stock and Stockholders' Equity - Summary of RSU Activity (Details) - RSUs shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Beginning of period (in shares) | shares | 36,611 |
Granted (in shares) | shares | 24,507 |
Vested (in shares) | shares | (16,984) |
Canceled (in shares) | shares | (6,740) |
End of period (in shares) | shares | 37,394 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning of period (in dollars per share) | $ / shares | $ 32.28 |
Granted (in dollars per share) | $ / shares | 61.67 |
Vested (in dollars per share) | $ / shares | 36.64 |
Canceled (in dollars per share) | $ / shares | 40.16 |
End of period (in dollars per share) | $ / shares | $ 48.14 |
Common Stock and Stockholders_8
Common Stock and Stockholders' Equity - Compensation Expense Allocated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 629,901 | $ 474,932 | $ 378,025 |
Cost of revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 45,203 | 32,020 | 22,797 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 381,961 | 281,092 | 209,063 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | 112,990 | 98,748 | 85,739 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 89,747 | $ 63,072 | $ 60,426 |
Income Taxes - Summary of Domes
Income Taxes - Summary of Domestic and Foreign Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (341,942) | $ (72,850) | $ 317,135 |
Foreign | (69,171) | 21,911 | 73,004 |
Income (loss) before income taxes | $ (411,113) | $ (50,939) | $ 390,139 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ (1,382) | $ (199) | $ 563 |
State | 741 | 677 | 3,375 |
Foreign | 39,711 | 19,813 | 43,053 |
Total current provision for income taxes | 39,070 | 20,291 | 46,991 |
Deferred: | |||
Federal | (185,081) | (35,651) | 2,023 |
State | (24,405) | (2,248) | 2,050 |
Foreign | (19,288) | 1,102,295 | (1,126,584) |
Total deferred provision (benefit) for income taxes | (228,774) | 1,064,396 | (1,122,511) |
Provision (benefit) for income taxes | $ (189,704) | $ 1,084,687 | $ (1,075,520) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax at federal statutory rate | $ (86,334) | $ (10,697) | $ 81,929 |
State taxes, net of federal benefit | (18,694) | (1,246) | 4,286 |
Stock-based compensation | (56,551) | (27,127) | (19,005) |
Research and development credits | (71,820) | (40,707) | (33,044) |
Valuation allowance | 361 | 1,104,732 | (724) |
Nondeductible other expenses | 6,145 | 7,438 | 12,266 |
Nondeductible Federal Trade Commission settlement accrual | 0 | 31,500 | 0 |
Deferred tax asset on intra-entity transfer of intangible assets | 0 | 0 | (1,203,381) |
Foreign rate differential | 39,285 | 22,078 | 79,186 |
Other | (2,096) | (1,284) | 2,967 |
Provision (benefit) for income taxes | $ (189,704) | $ 1,084,687 | $ (1,075,520) |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Effects of Temporary Differences and Related Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 487,729 | $ 421,411 |
Tax credits | 586,026 | 485,106 |
Fixed assets and intangible assets | 1,152,360 | 1,280,597 |
Operating lease liability | 299,514 | 230,837 |
Litigation Settlement | 194,897 | 0 |
Other | 169,278 | 82,596 |
Total deferred tax assets | 2,889,804 | 2,500,547 |
Valuation allowance | (1,414,632) | (1,457,137) |
Total deferred tax assets, net of valuation allowance | 1,475,172 | 1,043,410 |
Deferred tax liabilities: | ||
Operating lease right-of-use asset | (276,855) | (215,663) |
Other | (50,716) | (32,451) |
Total deferred tax liabilities | (327,571) | (248,114) |
Net deferred tax assets | $ 1,147,601 | $ 795,296 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax [Line Items] | ||||
Deferred tax asset valuation allowance | $ 1,414,632 | $ 1,457,137 | ||
Unrecognized tax benefits | 401,365 | 354,598 | $ 419,858 | $ 332,314 |
Unrecognized Tax Benefits, Decrease Resulting from Current Period Tax Positions | 309,500 | |||
Unrecognized tax benefits, income tax penalties and interest accrued | 7,600 | $ 7,200 | ||
Foreign Tax Authority | Brazil | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 55,600 | |||
Foreign Tax Authority | Ireland | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 151,500 | |||
Federal | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 2,390,000 | |||
Federal | Research | ||||
Income Tax [Line Items] | ||||
Credit carryforwards amount | 494,800 | |||
State | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | 1,360,000 | |||
State | Research | ||||
Income Tax [Line Items] | ||||
Credit carryforwards amount | 349,400 | |||
State | California Enterprise Zone | ||||
Income Tax [Line Items] | ||||
Credit carryforwards amount | $ 16,400 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross unrecognized tax benefits at the beginning of the year | $ 354,598 | $ 419,858 | $ 332,314 |
Increases related to prior year tax positions | 3,365 | 5,943 | 54,743 |
Decreases related to prior year tax positions | (5,296) | (99,540) | (2,537) |
Increases related to current year tax positions | 50,468 | 28,337 | 35,338 |
Statute of limitations expirations | (1,770) | 0 | 0 |
Gross unrecognized tax benefits at the end of the year | $ 401,365 | $ 354,598 | $ 419,858 |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits Recorded in Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||||
Total unrecognized tax benefits balance | $ 401,365 | $ 354,598 | $ 419,858 | $ 332,314 |
Amounts netted against related deferred tax assets | (369,312) | (331,339) | ||
Unrecognized tax benefits recorded on consolidated balance sheets | $ 32,053 | $ 23,259 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | Feb. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | Sep. 30, 2021 | Jan. 15, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 |
Other Commitments [Line Items] | ||||||||
Proceeds from insurance settlement | $ 38 | |||||||
Stock repurchase program, authorized amount | $ 2,000 | $ 2,000 | $ 2,000 | |||||
Revolving Credit Facility | ||||||||
Other Commitments [Line Items] | ||||||||
Unsecured revolving credit facility | $ 500 | |||||||
Increased amount of indebtedness to be incurred after amendment | $ 4,500 | $ 6,000 | ||||||
Settled Litigation | ||||||||
Other Commitments [Line Items] | ||||||||
Payment for litigation settlement | $ 809.5 | |||||||
Federal Trade Commissions | Unfavorable Regulatory Action | ||||||||
Other Commitments [Line Items] | ||||||||
Loss contingency accrual | $ 150 | |||||||
Federal Trade Commissions | Minimum | Unfavorable Regulatory Action | ||||||||
Other Commitments [Line Items] | ||||||||
Loss contingency, estimate of possible loss | 150 | |||||||
Federal Trade Commissions | Maximum | Unfavorable Regulatory Action | ||||||||
Other Commitments [Line Items] | ||||||||
Loss contingency, estimate of possible loss | $ 250 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Commitments to Settle Contractual Obligations in Cash (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 213,578 |
2023 | 385,854 |
2024 | 387,446 |
2025 | 382,469 |
2026 | 197,428 |
Thereafter | 7,985 |
Total | $ 1,574,760 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |||
Revenue recognized under contractual obligations from customers | $ 31.2 | $ 22 | $ 22 |
Revenue receivable under contractual obligations from customers | $ 4.1 | $ 5 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Employer discretionary contribution amount | $ 15.1 | $ 11 | $ 8.8 |
Segment Information and Opera_2
Segment Information and Operations by Geographic Area - Property and Equipment Net by Geographic Area (Details) | 12 Months Ended |
Dec. 31, 2021segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 1 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Billions | Feb. 16, 2022 | Jan. 15, 2021 | Dec. 31, 2020 | Mar. 31, 2020 |
Subsequent Event [Line Items] | ||||
Stock repurchase program, authorized amount | $ 2 | $ 2 | $ 2 | |
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Stock repurchase program, authorized amount | $ 4 | |||
Subsequent Event | Accelerated Repurchase Program | ||||
Subsequent Event [Line Items] | ||||
Stock repurchase program, authorized amount | 2 | |||
Subsequent Event | Repurchase Program, Excluding Accelerated Repurchase Program | ||||
Subsequent Event [Line Items] | ||||
Stock repurchase program, authorized amount | 2 | |||
Revolving Credit Facility | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Share repurchases allowed under credit facility | $ 4 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Allowance for Deferred Tax Assets: | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | $ 1,457,137 | $ 223,775 | $ 210,862 |
Charged to Expenses | 42,328 | 1,124,132 | 12,913 |
Charged/ Credited to Other Accounts | (84,833) | 109,230 | 0 |
Balance at End of Year | 1,414,632 | 1,457,137 | 223,775 |
Allowance for Doubtful Accounts: | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at Beginning of Year | 16,946 | 2,401 | 3,559 |
Additions (Reductions) | 436 | 17,190 | 3,083 |
Write-off/ Adjustments | (2,104) | (2,645) | (4,241) |
Balance at End of Year | $ 15,278 | $ 16,946 | $ 2,401 |