Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 22, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36164 | |
Entity Registrant Name | Twitter, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-8913779 | |
Entity Address, Address Line One | 1355 Market Street | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94103 | |
City Area Code | 415 | |
Local Phone Number | 222-9670 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 765,246,152 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001418091 | |
Current Fiscal Year End Date | --12-31 | |
Common Stock, par value $0.000005 per share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.000005 per share | |
Trading Symbol | TWTR | |
Security Exchange Name | NYSE | |
Preferred Stock Purchase Rights | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Preferred Stock Purchase Rights | |
No Trading Symbol Flag | true | |
Security Exchange Name | NYSE |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 2,680,596 | $ 2,186,549 |
Short-term investments | 3,440,147 | 4,207,133 |
Accounts receivable, net of allowance for doubtful accounts of $13,459 and $15,278 | 972,591 | 1,217,404 |
Prepaid expenses and other current assets | 180,247 | 266,484 |
Assets held for sale | 0 | 40,800 |
Total current assets | 7,273,581 | 7,918,370 |
Property and equipment, net | 2,175,290 | 2,082,160 |
Operating lease right-of-use assets | 1,372,465 | 1,195,124 |
Intangible assets, net | 52,643 | 69,324 |
Goodwill | 1,303,438 | 1,301,520 |
Deferred tax assets, net | 997,900 | 1,148,573 |
Other assets | 403,970 | 344,445 |
Total assets | 13,579,287 | 14,059,516 |
Current liabilities: | ||
Accounts payable | 153,092 | 203,171 |
Accrued and other current liabilities | 676,189 | 918,350 |
Operating lease liabilities, short-term | 187,982 | 222,346 |
Total current liabilities | 1,017,263 | 1,343,867 |
Convertible notes, long-term | 3,563,136 | 3,559,023 |
Senior notes, long-term | 1,683,713 | 693,996 |
Operating lease liabilities, long-term | 1,282,393 | 1,071,209 |
Deferred and other long-term tax liabilities, net | 41,190 | 40,691 |
Other long-term liabilities | 59,111 | 43,531 |
Total liabilities | 7,646,806 | 6,752,317 |
Commitments and contingencies (Note 15) | ||
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; 770,978 and 799,384 shares issued and outstanding | 4 | 4 |
Additional paid-in capital | 7,096,599 | 8,432,112 |
Treasury stock, at cost-- 0 and 120 shares | 0 | (5,295) |
Accumulated other comprehensive loss | (200,456) | (117,320) |
Accumulated deficit | (963,666) | (1,002,302) |
Total stockholders' equity | 5,932,481 | 7,307,199 |
Total liabilities and stockholders' equity | $ 13,579,287 | $ 14,059,516 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 13,459 | $ 15,278 |
Preferred stock, par value (USD per share) | $ 0.000005 | $ 0.000005 |
Preferred stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (USD per share) | $ 0.000005 | $ 0.000005 |
Common stock, shares authorized (share) | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued (shares) | 770,978,000 | 799,384,000 |
Common stock, shares outstanding (shares) | 770,978,000 | 799,384,000 |
Treasury stock (shares) | 0 | 120,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 1,176,660 | $ 1,190,427 | $ 2,377,644 | $ 2,226,445 |
Costs and expenses | ||||
Cost of revenue | 540,676 | 416,932 | 1,048,126 | 797,940 |
Research and development | 454,859 | 299,859 | 826,554 | 550,568 |
Sales and marketing | 308,301 | 301,902 | 608,110 | 536,494 |
General and administrative | 216,586 | 141,482 | 366,449 | 259,009 |
Total costs and expenses | 1,520,422 | 1,160,175 | 2,849,239 | 2,144,011 |
Income (loss) from operations | (343,762) | 30,252 | (471,595) | 82,434 |
Interest expense | (23,342) | (13,893) | (38,786) | (27,078) |
Interest income | 13,595 | 9,202 | 21,557 | 20,203 |
Other income, net | 17,616 | 55,739 | 11,110 | 55,745 |
Gain (loss) on sale of asset group | (11) | 0 | 970,463 | 0 |
Income (loss) before income taxes | (335,904) | 81,300 | 492,749 | 131,304 |
Provision (benefit) for income taxes | (65,897) | 15,651 | 249,470 | (2,350) |
Net income (loss) | $ (270,007) | $ 65,649 | $ 243,279 | $ 133,654 |
Net income (loss) per share: | ||||
Basic (USD per share) | $ (0.35) | $ 0.08 | $ 0.31 | $ 0.17 |
Diluted (USD per share) | $ (0.35) | $ 0.08 | $ 0.30 | $ 0.16 |
Numerator | ||||
Basic | $ (270,007) | $ 65,649 | $ 243,279 | $ 133,654 |
Diluted | $ (270,007) | $ 68,501 | $ 246,934 | $ 138,896 |
Weighted-average shares used to compute net income (loss) per share: | ||||
Basic (shares) | 766,837 | 796,472 | 772,911 | 795,992 |
Diluted (shares) | 766,837 | 869,180 | 835,661 | 870,622 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (270,007) | $ 65,649 | $ 243,279 | $ 133,654 |
Other comprehensive income (loss), net of tax: | ||||
Change in unrealized loss on investments in available-for-sale securities | (9,885) | (3,791) | (42,062) | (14,809) |
Change in foreign currency translation adjustment | (35,049) | 11,667 | (41,074) | (8,153) |
Net change in accumulated other comprehensive loss | (44,934) | 7,876 | (83,136) | (22,962) |
Comprehensive income (loss) | $ (314,941) | $ 73,525 | $ 160,143 | $ 110,692 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Additional paid-in capital Cumulative Effect, Period of Adoption, Adjustment | Treasury stock | Accumulated other comprehensive loss | Accumulated deficit | Accumulated deficit Cumulative Effect, Period of Adoption, Adjustment |
Balance, beginning of period (shares) at Dec. 31, 2020 | 796,000,000 | |||||||
Balance, beginning of period at Dec. 31, 2020 | $ 4 | $ 9,167,138 | $ (567,547) | $ (5,297) | $ (66,094) | $ (1,125,669) | $ 344,776 | |
Balance, beginning of period (shares) at Dec. 31, 2020 | 98,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock in connection with RSU vesting (shares) | 8,647,000 | |||||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation (shares) | 69,000 | |||||||
Exercise of stock options (shares) | 524,000 | |||||||
Issuance of common stock upon purchases under employee stock purchase plan (shares) | 1,500,000 | 1,539,000 | ||||||
Shares withheld related to net share settlement of equity awards (shares) | (243,000) | |||||||
Repurchased of common stock (in shares) | (8,595,000) | |||||||
Exercise of stock options | 1,986 | |||||||
Issuance of common stock upon purchases under employee stock purchase plan | 39,531 | |||||||
Purchases of convertible note hedges | $ 213,469 | (213,469) | ||||||
Shares withheld related to net share settlement of equity awards | (15,497) | |||||||
Stock-based compensation | 330,533 | |||||||
Tax related to purchase of convertible note hedge | 49,262 | |||||||
Issuance of warrants | 161,144 | |||||||
Repurchases of common stock | (495,364) | |||||||
Retirement of treasury stock (in shares) | (181,000) | |||||||
Retirement of treasury stock | $ 10,594 | |||||||
Repurchases of common stock | $ (10,595) | |||||||
Repurchases of common stock (in shares) | 160,000 | |||||||
Other comprehensive income (loss) | (22,962) | (22,962) | ||||||
Net income (loss) | 133,654 | 133,654 | ||||||
Balance, end of period (shares) at Jun. 30, 2021 | 797,941,000 | |||||||
Balance, end of period at Jun. 30, 2021 | $ 7,716,128 | $ 4 | 8,457,717 | $ (5,298) | (89,056) | (647,239) | ||
Balance, end of period (shares) at Jun. 30, 2021 | 77,000 | |||||||
Balance, beginning of period (shares) at Mar. 31, 2021 | 798,083,000 | |||||||
Balance, beginning of period at Mar. 31, 2021 | $ 4 | 8,551,763 | $ (5,297) | (96,932) | (712,888) | |||
Balance, beginning of period (shares) at Mar. 31, 2021 | 83,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock in connection with RSU vesting (shares) | 4,247,000 | |||||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation (shares) | 31,000 | |||||||
Exercise of stock options (shares) | 1,000 | |||||||
Issuance of common stock upon purchases under employee stock purchase plan (shares) | 1,500,000 | 1,539,000 | ||||||
Shares withheld related to net share settlement of equity awards (shares) | (88,000) | |||||||
Repurchased of common stock (in shares) | (5,872,000) | |||||||
Exercise of stock options | 29 | |||||||
Issuance of common stock upon purchases under employee stock purchase plan | 39,531 | |||||||
Shares withheld related to net share settlement of equity awards | (4,928) | |||||||
Stock-based compensation | 205,134 | |||||||
Repurchases of common stock | (333,812) | |||||||
Retirement of treasury stock (in shares) | (83,000) | |||||||
Retirement of treasury stock | $ 5,297 | |||||||
Repurchases of common stock | $ (5,298) | |||||||
Repurchases of common stock (in shares) | 77,000 | |||||||
Other comprehensive income (loss) | $ 7,876 | 7,876 | ||||||
Net income (loss) | 65,649 | 65,649 | ||||||
Balance, end of period (shares) at Jun. 30, 2021 | 797,941,000 | |||||||
Balance, end of period at Jun. 30, 2021 | $ 7,716,128 | $ 4 | 8,457,717 | $ (5,298) | (89,056) | (647,239) | ||
Balance, end of period (shares) at Jun. 30, 2021 | 77,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance, end of period (shares) | 798,018,000 | |||||||
Balance, beginning of period (shares) at Dec. 31, 2021 | 799,384,000 | 799,384,000 | ||||||
Balance, beginning of period at Dec. 31, 2021 | $ 7,307,199 | $ 4 | 8,432,112 | $ (5,295) | (117,320) | (1,002,302) | ||
Balance, beginning of period (shares) at Dec. 31, 2021 | 120,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock in connection with RSU vesting (shares) | 10,137,000 | |||||||
Issuance of common stock in connection with acquisitions (in shares) | 27,000 | |||||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation (shares) | 74,000 | |||||||
Exercise of stock options (shares) | 25,000 | |||||||
Issuance of common stock upon purchases under employee stock purchase plan (shares) | 1,600,000 | 1,555,000 | ||||||
Shares withheld related to net share settlement of equity awards (shares) | (311,000) | |||||||
Repurchased of common stock (in shares) | (1,900,000) | (39,788,000) | ||||||
Other activities (shares) | (125,000) | |||||||
Issuance of common stock in connection with acquisitions | 1,191 | |||||||
Exercise of stock options | 320 | |||||||
Issuance of common stock upon purchases under employee stock purchase plan | 49,404 | |||||||
Purchases of convertible note hedges | $ 0 | |||||||
Shares withheld related to net share settlement of equity awards | (13,141) | |||||||
Stock-based compensation | 499,829 | |||||||
Repurchases of common stock | (71,500) | (1,273,116) | (204,643) | |||||
Purchase of forward contract under accelerated share repurchase agreements | (600,000) | |||||||
Retirement of treasury stock (in shares) | (120,000) | |||||||
Retirement of treasury stock | $ 5,295 | |||||||
Other comprehensive income (loss) | (83,136) | (83,136) | ||||||
Net income (loss) | $ 243,279 | 243,279 | ||||||
Balance, end of period (shares) at Jun. 30, 2022 | 770,978,000 | 770,978,000 | ||||||
Balance, end of period at Jun. 30, 2022 | $ 5,932,481 | $ 4 | 7,096,599 | $ 0 | (200,456) | (963,666) | ||
Balance, end of period (shares) at Jun. 30, 2022 | 0 | |||||||
Balance, beginning of period (shares) at Mar. 31, 2022 | 763,578,000 | |||||||
Balance, beginning of period at Mar. 31, 2022 | $ 4 | 6,754,093 | $ 0 | (155,522) | (693,659) | |||
Balance, beginning of period (shares) at Mar. 31, 2022 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock in connection with RSU vesting (shares) | 6,016,000 | |||||||
Issuance of common stock in connection with acquisitions (in shares) | 27,000 | |||||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation (shares) | 74,000 | |||||||
Exercise of stock options (shares) | 20,000 | |||||||
Issuance of common stock upon purchases under employee stock purchase plan (shares) | 1,600,000 | 1,555,000 | ||||||
Shares withheld related to net share settlement of equity awards (shares) | (197,000) | |||||||
Other activities (shares) | (95,000) | |||||||
Issuance of common stock in connection with acquisitions | 1,191 | |||||||
Exercise of stock options | 243 | |||||||
Issuance of common stock upon purchases under employee stock purchase plan | 49,404 | |||||||
Shares withheld related to net share settlement of equity awards | (8,951) | |||||||
Stock-based compensation | 300,619 | |||||||
Other comprehensive income (loss) | $ (44,934) | (44,934) | ||||||
Net income (loss) | $ (270,007) | (270,007) | ||||||
Balance, end of period (shares) at Jun. 30, 2022 | 770,978,000 | 770,978,000 | ||||||
Balance, end of period at Jun. 30, 2022 | $ 5,932,481 | $ 4 | $ 7,096,599 | $ 0 | $ (200,456) | $ (963,666) | ||
Balance, end of period (shares) at Jun. 30, 2022 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Balance, end of period (shares) | 770,978,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net income | $ 243,279 | $ 133,654 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 333,571 | 265,864 |
Stock-based compensation expense | 459,453 | 289,075 |
Bad debt expense | (312) | 391 |
Deferred income taxes | 131,148 | (23,017) |
Gain on investments in privately-held companies | (22,600) | (51,894) |
Gain on sale of asset group | (970,463) | 0 |
Other adjustments | 945 | 1,467 |
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | ||
Accounts receivable | 228,579 | 88,969 |
Prepaid expenses and other assets | 19,028 | (44,520) |
Operating lease right-of-use assets | 132,721 | 104,049 |
Accounts payable | (88,205) | 2,818 |
Accrued and other liabilities | (178,045) | 99,243 |
Operating lease liabilities | (133,312) | (93,948) |
Net cash provided by operating activities | 155,787 | 772,151 |
Cash flows from investing activities | ||
Purchases of property and equipment | (317,670) | (460,376) |
Proceeds from sales of property and equipment | 3,332 | 4,837 |
Purchases of marketable securities | (1,643,930) | (2,165,696) |
Proceeds from maturities of marketable securities | 1,766,296 | 2,084,537 |
Proceeds from sales of marketable securities | 590,592 | 1,092,794 |
Purchases of investments in privately-held companies | (6,536) | (31,497) |
Proceeds from sale of asset group | 1,050,000 | 0 |
Investments in Finance Justice Fund | (30,500) | (22,700) |
Business combinations, net of cash acquired | (9,379) | (22,937) |
Other investing activities | 0 | (8,385) |
Net cash provided by investing activities | 1,402,205 | 470,577 |
Cash flows from financing activities | ||
Proceeds from issuance of convertible notes | 0 | 1,437,500 |
Proceeds from issuance of senior notes | 1,000,000 | 0 |
Purchases of convertible note hedges | 0 | (213,469) |
Proceeds from issuance of warrants concurrent with note hedges | 0 | 161,144 |
Debt issuance costs | (11,270) | (16,769) |
Repurchases of common stock | (2,077,759) | (495,364) |
Taxes paid related to net share settlement of equity awards | (13,141) | (15,497) |
Payments of finance lease obligations | 0 | (565) |
Proceeds from exercise of stock options | 320 | 1,986 |
Proceeds from issuances of common stock under employee stock purchase plan | 49,404 | 39,531 |
Net cash provided by (used in) financing activities | (1,052,446) | 898,497 |
Net increase in cash, cash equivalents and restricted cash | 505,546 | 2,141,225 |
Foreign exchange effect on cash, cash equivalents and restricted cash | (11,652) | (3,999) |
Cash, cash equivalents and restricted cash at beginning of period | 2,210,685 | 2,011,276 |
Cash, cash equivalents and restricted cash at end of period | 2,704,579 | 4,148,502 |
Supplemental disclosures of non-cash investing and financing activities | ||
Changes in accrued property and equipment purchases | 49,632 | 138,257 |
Reconciliation of cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows | ||
Cash and cash equivalents | 2,680,596 | 4,125,595 |
Restricted cash included in prepaid expenses and other current assets | 7,943 | 3,286 |
Restricted cash included in other assets | 16,040 | 19,621 |
Total cash, cash equivalents and restricted cash | $ 2,704,579 | $ 4,148,502 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements include the accounts of Twitter, Inc. and its wholly-owned subsidiaries (collectively, “Twitter” or the “Company”). All intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period. The interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. Proposed Transaction with Elon Musk On April 25, 2022, the Company entered into an Agreement and Plan of Merger (the Merger Agreement) with X Holdings I, Inc. (Parent), X Holdings II, Inc., a wholly owned subsidiary of Parent (Acquisition Sub), and, solely for the purpose of certain provisions of the Merger Agreement, Elon Musk. Parent and Acquisition Sub are affiliates of Elon Musk. The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement, Acquisition Sub will merge with and into the Company (the Merger), with the Company surviving the Merger and becoming a wholly owned subsidiary of Parent (the Surviving Corporation). Under the Merger Agreement, at the effective time of the Merger, each issued and outstanding share of the Company’s common stock (subject to certain exceptions set forth in the Merger Agreement) will be canceled and converted into the right to receive $54.20 in cash, without interest (the Merger Consideration). Consummation of the Merger is subject to the satisfaction or waiver of customary closing conditions, including: (1) approval of the Merger Agreement by the Company’s stockholders; (2) the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which occurred on June 2, 2022, and clearance under the antitrust and foreign investment laws of the United States and certain non-United States jurisdictions; and (3) the absence of any law or order by a governmental authority of the United States or certain non-United States jurisdictions that has the effect of rendering illegal or prohibiting the consummation of the Merger, or causing the Merger to be rescinded following the completion thereof. As of July 13, 2022, all required regulatory clearances and approvals have been obtained, and stockholder approval of the Merger Agreement is the only remaining approval or regulatory condition to consummating the closing of the Merger under the Merger Agreement. The exact timing of completion of the Merger, if at all, cannot be predicted because the Merger is subject to ongoing litigation, adoption of the Merger Agreement by our stockholders and the satisfaction of the other remaining closing conditions. The Merger Agreement contains certain termination rights for the Company and Parent. Upon termination of the Merger Agreement under specified limited circumstances, the Company will be required to pay Parent a termination fee of $1.0 billion. Specifically, this termination fee is payable by the Company to Parent because (1) the Company terminates the Merger Agreement to allow the Company to enter into a definitive agreement for a competing acquisition proposal that constitutes a Superior Proposal (as defined in the Merger Agreement); or (2) Parent terminates the Merger Agreement because the Company’s Board of Directors recommends that the Company’s stockholders vote against the adoption of the Merger Agreement or in favor of any competing acquisition proposal. This termination fee will also be payable by the Company to Parent in the event that, generally, (1) a competing acquisition proposal for 50% or more of the stock or consolidated assets of the Company has been publicly announced and not withdrawn, (2) the Merger Agreement is terminated because the Company’s stockholders fail to adopt the Merger Agreement or because the Company materially breaches the Merger Agreement, and (3) within twelve months of such termination of the Merger Agreement, the Company enters into a definitive agreement providing for a competing acquisition proposal for 50% or more of the stock or consolidated assets of the Company and such acquisition is subsequently consummated. Upon termination of the Merger Agreement under other specified limited circumstances, Parent will be required to pay the Company a termination fee of $1.0 billion. Specifically, this termination fee is payable by Parent to the Company if the Merger Agreement is terminated by the Company because (1) the conditions to Parent’s obligations to consummate the Merger are satisfied and the Parent fails to consummate the Merger as required pursuant to, and in the circumstances specified in, the Merger Agreement; or (2) Parent breaches of its representations, warranties or covenants in a manner that would cause the related closing conditions to not be satisfied. Mr. Musk has provided the Company with a limited guarantee in favor of the Company, which guarantees, among other things, the payment of the termination fee payable by Parent to the Company, subject to the conditions set forth therein. In addition to the foregoing termination rights, and subject to certain limitations, either party may terminate the Merger Agreement if the Merger is not consummated by October 24, 2022 (the Termination Date). The Termination Date will be extended for six months if the closing conditions related to applicable antitrust and foreign investment clearances and the absence of any applicable law or order making illegal or prohibiting the Merger have not been satisfied as of such date. In addition, if a party to the Merger Agreement brings litigation to enforce the performance of the Merger Agreement, the Termination Date will be extended to (i) the 20 th business day following the resolution of such litigation or (ii) such other time period established by the court in such litigation. On July 8, 2022, representatives of Mr. Musk delivered a notice purporting to terminate the Merger Agreement. Twitter believes that Mr. Musk’s purported termination is invalid and wrongful, and the Merger Agreement remains in effect. On July 12, 2022, Twitter commenced litigation against Mr. Musk, Parent and Acquisition Sub to cause them to perform their obligations under the Merger Agreement and consummate the closing in accordance with the terms of the Merger Agreement. On July 19, 2022, the Delaware Court of Chancery granted Twitter’s motion to expedite proceedings and scheduled a five day trial to begin in October 2022. Other than transaction expenses associated with the proposed Merger of $33.1 million for the three and six months ended June 30, 2022, the terms of the Merger Agreement did not impact the Company's consolidated financial statements. Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates due to risks and uncertainties, including uncertainty in the current economic environment. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. Recent Accounting Pronouncements There have been no recent accounting pronouncements or changes in accounting pronouncements during the six months ended June 30, 2022, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, that are of significance or potential significance to the Company. Significant Accounting Policies |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Revenue Recognition Revenue is recognized when the control of promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company identifies its contracts with customers and all performance obligations within those contracts. The Company then determines the transaction price and allocates the transaction price to the performance obligations within the Company's contracts with customers, recognizing revenue when, or as the Company satisfies its performance obligations. While the majority of the Company's revenue transactions are based on standard business terms and conditions, the Company also enters into sales agreements with advertisers and data partners that sometimes involve multiple performance obligations and occasionally include non-standard terms or conditions. Revenue by geography is based on the billing address of the customers. The following tables set forth revenue by services and revenue by geographic area (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue by services: Advertising services $ 1,076,003 $ 1,053,411 $ 2,182,581 $ 1,952,251 Subscription and other (1) 100,657 137,016 195,063 274,194 Total revenue $ 1,176,660 $ 1,190,427 $ 2,377,644 $ 2,226,445 (1) To better reflect the Company's business opportunities, including the sale of MoPub and the launch of Twitter Blue, the Company updated the name of the revenue line captioned “Data Licensing and Other Revenue” to “Subscription and Other Revenue” in the first quarter of 2022. This revenue line includes subscription revenue from the Twitter Developer Platform, Twitter Blue, and other subscription-related offerings. Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue by geographic area: United States $ 661,278 $ 653,075 $ 1,332,778 $ 1,209,295 Japan 153,277 151,443 332,870 321,407 Rest of World 362,105 385,909 711,996 695,743 Total revenue $ 1,176,660 $ 1,190,427 $ 2,377,644 $ 2,226,445 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): June 30, December 31, Unbilled revenue $ 37,104 $ 44,880 Deferred revenue $ 135,232 $ 79,414 The amount of revenue recognized in the three months ended June 30, 2022 that was included in the deferred revenue balance as of March 31, 2022 was $45.8 million. The amount of revenue recognized in the six months ended June 30, 2022 that was included in the deferred revenue balance as of December 31, 2021 was $79.2 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. The amount of revenue recognized from obligations satisfied (or partially satisfied) in prior periods was not material. The decrease in the unbilled revenue balance from December 31, 2021 to June 30, 2022 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, 2021 to June 30, 2022 was primarily due to payments received or due in advance of satisfying the Company's performance obligations relating to data licensing contracts and bonus ads inventory offered to customers during the period for meeting certain spend targets, offset by the delivery of bonus ads inventory. Remaining Performance Obligations As of June 30, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations in contracts with an original expected duration exceeding one year is $925.5 million. This total amount primarily consists of long-term data licensing contracts and excludes deferred revenue related to the Company’s short-term advertising service arrangements. The Company expects to recognize this amount as revenue over the following time periods (in thousands): Remaining Performance Obligations Total Remainder of 2022 2023 2024 and Thereafter Revenue expected to be recognized on remaining performance obligations $ 925,470 $ 175,653 $ 319,369 $ 430,448 |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-term Investments | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, December 31, Cash and cash equivalents: Cash $ 250,642 $ 336,958 Money market funds 923,728 1,000,671 Corporate notes, commercial paper and certificates of deposit 1,506,226 848,920 Total cash and cash equivalents $ 2,680,596 $ 2,186,549 Short-term investments: U.S. government and agency securities $ 206,090 $ 374,868 Corporate notes, commercial paper and certificates of deposit 3,232,497 3,829,123 Marketable equity securities 1,560 3,142 Total short-term investments $ 3,440,147 $ 4,207,133 The contractual maturities of debt securities classified as available-for-sale as of June 30, 2022 were as follows (in thousands): June 30, Due within one year $ 2,469,054 Due after one year through five years 969,533 Total $ 3,438,587 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): June 30, 2022 Gross Gross Gross Aggregated U.S. government and agency securities $ 211,197 $ — $ (5,107) $ 206,090 Corporate notes, commercial paper and certificates of deposit 3,275,401 25 (42,929) 3,232,497 Total available-for-sale debt securities classified as short-term investments $ 3,486,598 $ 25 $ (48,036) $ 3,438,587 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 The gross unrealized loss on available-for-sale debt securities in a continuous loss position for 12 months or longer was not material as of June 30, 2022 and December 31, 2021. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021 based on the three-tier fair value hierarchy (in thousands): June 30, 2022 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 923,728 $ — $ 923,728 Corporate notes — 3,520 3,520 Commercial paper — 1,502,706 1,502,706 Short-term investments: U.S. government and agency securities — 206,090 206,090 Corporate notes — 1,958,090 1,958,090 Commercial paper — 1,003,247 1,003,247 Certificates of deposit — 271,160 271,160 Marketable equity securities 1,560 — 1,560 Other current assets: Foreign currency contracts — 8,966 8,966 Total $ 925,288 $ 4,953,779 $ 5,879,067 Liabilities Other current liabilities: Foreign currency contracts $ — $ 5,382 $ 5,382 Total $ — $ 5,382 $ 5,382 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 The following table sets forth the estimated fair value of the Company's convertible and senior notes outstanding as of June 30, 2022 based on the three-tier fair value hierarchy (in thousands): June 30, 2022 Level 2 Level 3 Total $1.15 billion in aggregate principal amount of 0.25% convertible senior notes due in 2024 (the 2024 Notes) $ 1,131,485 $ — $ 1,131,485 $1.0 billion in aggregate principal amount of 0.375% convertible senior notes due in 2025 (the 2025 Notes) — 1,127,460 1,127,460 $1.44 billion in aggregate principal amount of 0% convertible senior notes due in 2026 (the 2026 Notes) 1,284,694 — 1,284,694 $700.0 million in aggregate principal amount of 3.875% senior notes due in 2027 (the 2027 Notes) 657,125 — 657,125 $1.0 billion in aggregate principal amount of 5.000% senior notes due in 2030 (the 2030 Notes) 948,750 — 948,750 Total $ 4,022,054 $ 1,127,460 $ 5,149,514 The estimated fair value of the 2024 Notes, the 2026 Notes, the 2027 Notes, and the 2030 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 $653.2 million and $910.5 million as of June 30, 2022 and December 31, 2021, respectively. The fair values of outstanding derivative instruments for the periods presented on a gross basis are as follows (in thousands): Balance Sheet Location June 30, December 31, Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 8,966 $ 7,849 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities $ 5,382 $ 2,125 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net The following tables set forth property and equipment, net by geographic area for the periods presented (in thousands): June 30, December 31, Property and equipment, net: United States $ 2,127,483 $ 2,038,597 International 47,807 43,563 Total property and equipment, net $ 2,175,290 $ 2,082,160 |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Operating Leases | Operating Leases The Company has operating leases primarily for office space and data center facilities. The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Operating lease right-of-use assets obtained in exchange for operating lease obligations were $322.4 million and $330.5 million in the six months ended June 30, 2022 and 2021, respectively. Future lease payments under operating leases and sublease income as of June 30, 2022 were as follows (in thousands): Operating Sublease Year Ending December 31, Remainder of 2022 $ 117,622 $ (1,944) 2023 239,018 (3,303) 2024 239,382 (1,844) 2025 234,725 (140) 2026 212,758 — Thereafter 725,631 — Total future lease payments (receipts) 1,769,136 $ (7,231) Less: leases not yet commenced (81,132) Less: imputed interest (217,629) Total operating lease liabilities $ 1,470,375 Reconciliation of operating lease liabilities as shown on the consolidated balance sheets Operating lease liabilities, short-term $ 187,982 Operating lease liabilities, long-term 1,282,393 Total operating lease liabilities $ 1,470,375 There were no other material changes in the Company's operating leases in the three and six months ended June 30, 2022, as compared to the disclosure in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
Operating Leases | Operating Leases The Company has operating leases primarily for office space and data center facilities. The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Operating lease right-of-use assets obtained in exchange for operating lease obligations were $322.4 million and $330.5 million in the six months ended June 30, 2022 and 2021, respectively. Future lease payments under operating leases and sublease income as of June 30, 2022 were as follows (in thousands): Operating Sublease Year Ending December 31, Remainder of 2022 $ 117,622 $ (1,944) 2023 239,018 (3,303) 2024 239,382 (1,844) 2025 234,725 (140) 2026 212,758 — Thereafter 725,631 — Total future lease payments (receipts) 1,769,136 $ (7,231) Less: leases not yet commenced (81,132) Less: imputed interest (217,629) Total operating lease liabilities $ 1,470,375 Reconciliation of operating lease liabilities as shown on the consolidated balance sheets Operating lease liabilities, short-term $ 187,982 Operating lease liabilities, long-term 1,282,393 Total operating lease liabilities $ 1,470,375 There were no other material changes in the Company's operating leases in the three and six months ended June 30, 2022, as compared to the disclosure in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021 $ 1,301,520 Acquisition 13,186 Other (11,268) Balance as of June 30, 2022 $ 1,303,438 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 June 30, 2022: Patents and developed technologies $ 107,823 $ (70,357) $ 37,466 Assembled workforce 23,500 (8,323) 15,177 Total $ 131,323 $ (78,680) $ 52,643 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 Amortization expense associated with intangible assets was $8.6 million and $11.7 million for the three months ended June 30, 2022 and 2021, respectively, and $18.2 million and $19.8 million for the six months ended June 30, 2022 and 2021, respectively. Estimated future amortization expense as of June 30, 2022 is as follows (in thousands): Remainder of 2022 $ 13,370 2023 19,988 2024 7,194 2025 2,683 2026 2,410 Thereafter 6,998 Total $ 52,643 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, December 31, Accrued compensation $ 186,962 $ 325,113 Deferred revenue 130,524 78,541 Accrued professional services 67,891 41,321 Accrued operations and engineering costs 55,485 55,682 Accrued tax liabilities 47,747 47,830 Accrued publisher, content and ad network costs 36,026 45,025 Federal Trade Commission accrual (see Note 15) — 150,000 Accrued other 151,554 174,838 Total $ 676,189 $ 918,350 |
Acquisitions and Investments in
Acquisitions and Investments in Privately-Held Companies | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Investments in Privately-Held Companies | Acquisitions and Investments in Privately-Held Companies 2022 Acquisitions During the six months ended June 30, 2022, the Company made one acquisition, which was accounted for as a business combination. The total purchase price for this acquisition was $12.8 million, which was allocated as follows: $1.6 million to developed technologies, $2.0 million to net liabilities assumed based on their estimated fair value on the acquisition date, and the excess $13.2 million of the purchase price over the fair value of net assets acquired to goodwill. The goodwill from the acquisition is mainly attributable to expected synergies and other benefits. The goodwill is not tax deductible. Developed technologies will be amortized on a straight-line basis over their estimated useful lives of three years. The results of operations for this acquisition has 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 the acquisition has 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 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 June 30, 2022, there were no variable interest entities required to be consolidated in the Company’s consolidated financial statements. The Company’s non-marketable equity securities had a combined carrying value of $237.3 million and $207.4 million as of June 30, 2022 and December 31, 2021, respectively. The maximum loss the Company can incur for its investments is their carrying value. The Company periodically evaluates the carrying value of its investments in privately-held companies when events and circumstances indicate that the carrying amount of the investment may not be recovered. No impairment charges were recorded in the three and six months ended June 30, 2022 and 2021. The Company records adjustments for the difference between the fair value and carrying value of its investments in privately-held companies resulting from observable price changes in orderly transactions for identical or similar investments. In the three and six months ended June 30, 2022, the Company recorded an upward adjustment (unrealized gain) of $22.6 million on its investment in a privately held-company in other income (expense), net in the consolidated statements of operations. In the three and six months ended June 30, 2021, the Company recorded an upward adjustment (unrealized gain) of $36.0 million on its investment in a privately-held company in other income (expense), net in the consolidated statements of operations. As of June 30, 2022, the Company recorded cumulative upward adjustments of $108.3 million on its investments in privately-held companies. |
Sale of Asset Group
Sale of Asset Group | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Asset Group | Sale of Asset GroupOn January 1, 2022, the Company completed the sale of certain assets that comprised its MoPub business to AppLovin Corporation for a total consideration of $1.05 billion in cash. The assets sold, which were classified as assets held for sale on the consolidated balance sheets as of December 31, 2021, consisted only of goodwill. No liabilities were transferred in the transaction. The Company recorded a pre-tax gain of $970.5 million on the sale of its MoPub asset group in the consolidated statements of operations in the six months ended June 30, 2022. The gain represents the excess of the proceeds from the sale less the carrying value of the net assets sold and closing and transition service costs. The sale of MoPub enables the Company to focus on key areas of the business, including performance-based advertising, small and medium-sized business offerings, and commerce initiatives on Twitter. The sale did not represent a strategic shift that would have a major effect on the Company's operations and financial results, and therefore did not qualify for reporting as a discontinued operation. |
Convertible Notes and Senior No
Convertible Notes and Senior Notes | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Senior Notes | Convertible Notes and Senior Notes Senior Notes In February 2022, the Company issued $1.0 billion aggregate principal amount of 5.000% senior notes due 2030 (the 2030 Notes) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended. The total net proceeds from this offering was approximately $988.7 million, after deducting $11.3 million of debt issuance costs. The 2030 Notes represent senior unsecured obligations of the Company. The interest rate is fixed at 5.000% per annum and interest is payable semi-annually in arrears on March 1 and September 1 of each year, commencing on September 1, 2022. The 2030 Notes mature on March 1, 2030. The Company may redeem the 2030 Notes, in whole or in part, at any time prior to December 1, 2029, at a price equal to 100% of the principal amount of the 2030 Notes plus a “make-whole” premium and accrued and unpaid interest, if any. On and after December 1, 2029, the Company may redeem the 2030 Notes at 100% of the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In 2019, the Company issued $700.0 million aggregate principal amount of 3.875% senior notes due 2027 (the 2027 Notes, which we refer to together with the 2030 Notes as the Senior Notes) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended. The total net proceeds from this offering were approximately $691.9 million, after deducting $8.1 million of debt issuance costs in connection with the issuance of the 2027 Notes. The 2027 Notes represent senior unsecured obligations of the Company. The interest rate is fixed at 3.875% per annum and interest is payable semi-annually in arrears on June 15 and December 15 of each year, which commenced on June 15, 2020. The 2027 Notes mature on December 15, 2027. If the Company experiences a change of control triggering event (as defined in the indenture governing the applicable series of Senior Notes), the Company must offer to repurchase such Senior Notes at a repurchase price equal to 101% of the principal amount of the Senior Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. A change of control triggering event occurs when a change of control (as defined in the indenture governing the applicable Senior Notes), including the Merger, occurs accompanied or followed by a downgrade of the rating by each of Moody’s Investors Service, Inc. and S&P Global Ratings of the applicable series of Senior Notes between the first public announcement of such change of control and ends on the 60th day following consummation of such change of control. Pursuant to the terms of the Merger Agreement, the Company is required to use its commercially reasonable best efforts to, solely at Parent’s expense, cause the payoff, redemption, defeasance, discharge or other satisfaction of the Senior Notes on or subsequent to the effective time of the Merger. Convertible Notes In 2018, the Company issued $1.15 billion aggregate principal amount of 0.25% convertible senior notes due 2024 (the 2024 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 was 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 (the 2025 Notes). The total net proceeds from this offering was approximately $985.3 million, after deducting $14.7 million of debt issuance costs in connection with the 2025 Notes. In 2021, the Company issued $1.44 billion in aggregate principal amount of 0% convertible senior notes due 2026 (the 2026 Notes, which we refer to together with the 2024 Notes and the 2025 Notes as the Convertible 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 was approximately $1.42 billion, after deducting $16.8 million of debt issuance costs in connection with the 2026 Notes. At the effective time of the Merger, holders of the Convertible Notes can require the Company (the surviving entity following the Merger) to repurchase their Notes at a repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. Holders may also elect to surrender their Notes for conversion upon effectiveness of the Merger. The Convertible Notes represent 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 2026 Notes do not bear interest except in special circumstances described below, and the principal amount of the 2026 Notes does not accrete. The 2024 Notes, 2025 Notes, and 2026 Notes mature on June 15, 2024, March 15, 2025, and March 15, 2026, respectively. Each $1,000 of principal of the 2024 Notes, 2025 Notes, and 2026 Notes will initially be convertible into 17.5001 shares, 24.0964 shares, and 7.6905 shares, respectively, of the Company’s common stock, which is equivalent to an initial conversion price of approximately $57.14, $41.50, and $130.03 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. 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. The 2025 Notes are convertible at the option of the holder at any time until the scheduled trading day prior to the maturity date. Holders of the 2024 Notes and 2026 Notes may convert all or any portion of their 2024 Notes or 2026 Notes at the option of such holder prior to March 15, 2024 for the 2024 Notes, and prior to the close of business on the business day immediately preceding December 15, 2025 for the 2026 Notes, 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, including fundamental changes (as defined in the indenture governing the applicable series of Convertible Notes) such as the Merger. Upon conversion of the Convertible 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. Upon delivery of a notice of a fundamental change, such as the Merger, holders of the Convertible Notes may surrender all or any portion of their Convertible Notes for conversion at any time after the effective date of the Merger or such other transaction until the related fundamental change repurchase date of such series of Convertible Notes. In addition, if specific corporate events, including the Merger, occur prior to the applicable maturity date of the 2024 Notes, 2025 Notes, or the 2026 Notes, the Company will be required to increase the conversion rate for holders who elect to convert their Convertible Notes in connection with such corporate events. If a fundamental change, including the Merger, occurs prior to the applicable maturity date, holders of the 2024 Notes, 2025 Notes, or 2026 Notes, as applicable, will also have the right to require the Company to repurchase all or a portion of their Convertible Notes for cash at a repurchase price equal to 100% of the principal amount of such Convertible Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date of such series of Convertible Notes. 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. Concurrent with the offering of the 2024 Notes and 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 20.1 million shares of its common stock at a price of approximately $57.14 per share for the 2024 Notes, and a total of approximately 11.1 million shares of its common stock at a price of approximately $130.03 per share for the 2026 Notes. The total cost of the convertible note hedge transactions was $268.0 million and $213.5 million for the 2024 Notes and the 2026 Notes, respectively. In addition, the Company sold warrants to certain bank counterparties whereby the holders of the warrants have the option to purchase initially (subject to adjustment for certain specified events) a total of approximately 20.1 million shares of the Company’s common stock at an initial strike price of $80.20 per share for the 2024 Notes and a total of approximately 11.1 million shares of the Company’s common stock at a price of $163.02 per share for the 2026 Notes. The Company received $186.8 million and $161.1 million in cash proceeds from the sale of these warrants in connection with the 2024 Notes and 2026 Notes offerings, respectively. 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 2026 Notes and to effectively increase the overall conversion price from $57.14 to $80.20 per share for the 2024 Notes and from $130.03 to $163.02 per share for the 2026 Notes. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost incurred in connection with the convertible note hedge and warrant transactions was recorded as a reduction to additional paid-in capital on the consolidated balance sheets as of June 30, 2022. Convertible Notes and Senior Notes The Notes consisted of the following (in thousands): June 30, 2022 2024 Notes 2025 Notes 2026 Notes 2027 Notes 2030 Notes Principal amounts: Principal $ 1,150,000 $ 1,000,000 $ 1,437,500 $ 700,000 $ 1,000,000 Unamortized debt discount and issuance costs (4,034) (7,951) (12,379) (5,506) (10,781) Net carrying amount $ 1,145,966 $ 992,049 $ 1,425,121 $ 694,494 $ 989,219 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 (5,052) (9,399) (14,026) (6,004) Net carrying amount $ 1,144,948 $ 990,601 $ 1,423,474 $ 693,996 In the three and six months ended June 30, 2022, the effective interest rate for the 2030 Notes was 5.24%. In the three and six months ended June 30, 2022, the effective interest rate for the 2024 Notes, 2025 Notes, 2026 Notes, and 2027 Notes was 0.43%, 0.67%, 0.23%, and 4.08%. In the three and six months ended June 30, 2021, the effective interest rate for the 2024 Notes, 2025 Notes, 2026 Notes, and 2027 Notes was 0.43%, 0.67%, 0.23%, and 4.08%. During the three months ended June 30, 2022 and 2021, the Company recognized $2.7 million and $2.9 million, respectively, of interest expense related to the amortization of debt discount and issuance costs prior to capitalization of interest. During the six months ended June 30, 2022 and 2021, the Company recognized $5.1 million and $5.1 million, respectively, of interest expense related to the amortization of debt discount and issuance costs prior to capitalization of interest. During the three months ended June 30, 2022 and 2021, the Company recognized $21.0 million and $10.9 million, respectively, of coupon interest expense. During the six months ended June 30, 2022 and 2021, the Company recognized $34.3 million and $21.6 million, respectively, of coupon interest expense. Future interest payments associated with the Notes total $567.1 million, with $42.7 million payable during the remainder of the year ending December 31, 2022. As of June 30, 2022, the remaining life of the 2024 Notes, the 2025 Notes, the 2026 Notes, the 2027 Notes, and the 2030 Notes is approximately 23 months, 32 months, 44 months, 65 months, and 92 months, respectively. The following table summarizes the aggregate future principal payments on the Company’s Notes as of June 30, 2022 (in thousands): Convertible Notes Senior Notes Remainder of 2022 $ — $ — 2023 — — 2024 1,150,000 — 2025 (1) 1,000,000 — 2026 1,437,500 — Thereafter — 1,700,000 Total $ 3,587,500 $ 1,700,000 (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 | 6 Months Ended |
Jun. 30, 2022 | |
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): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Basic net income (loss) per share: Numerator Net income (loss) $ (270,007) $ 65,649 $ 243,279 $ 133,654 Denominator Weighted-average common shares outstanding 768,218 798,451 774,261 798,061 Weighted-average restricted stock subject to repurchase (1,381) (1,979) (1,350) (2,069) Weighted-average shares used to compute basic net income (loss) per share 766,837 796,472 772,911 795,992 Basic net income (loss) per share $ (0.35) $ 0.08 $ 0.31 $ 0.17 Diluted net income (loss) per share: Numerator Net income (loss) $ (270,007) $ 65,649 $ 243,279 $ 133,654 Interest expense on convertible notes, net of tax — 2,852 3,655 5,242 Numerator used to compute diluted net income (loss) per share (270,007) 68,501 246,934 138,896 Denominator Number of shares used in basic computation 766,837 796,472 772,911 795,992 Weighted-average effect of dilutive securities: Convertible notes — 55,277 55,277 55,277 RSUs — 15,247 6,157 16,411 Stock options — 496 274 625 Other — 1,688 1,042 2,317 Weighted-average shares used to compute diluted net income (loss) per share 766,837 869,180 835,661 870,622 Diluted net income (loss) per share $ (0.35) $ 0.08 $ 0.30 $ 0.16 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): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Warrants 31,180 43,467 31,180 43,467 Convertible notes 55,277 12,287 — 12,287 RSUs 63,021 13,119 37,887 14,239 Shares subject to repurchase and others 45,171 2,515 41,883 2,515 Stock options 933 3 18 3 There is no dilutive effect of the 2024 Notes, the 2025 Notes, and the 2026 Notes in the three months ended June 30, 2022 due to the net loss position. In the three months ended June 30, 2021 and the six months ended June 30, 2022 and 2021, the 2024 Notes, the 2025 Notes, and the 2026 Notes were included in the computation of diluted income per share as the effect of including these shares in the calculation is dilutive. The 2021 Notes were not included in the computation of diluted income per share in the three and six months ended June 30, 2021 as the effect of including these shares in the calculation would have been anti-dilutive. The 2021 Notes were repaid at maturity in September 2021 and were not included in the calculation in the three and six months ended June 30, 2022. If the average market price of the common stock exceeds the exercise price of the warrants, $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 if the Company is profitable. Since the average market price of the common stock is below $80.20 for all periods presented, the warrants are anti-dilutive. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Equity Incentive Plans The Company’s 2013 Equity Incentive Plan serves as the successor to the 2007 Equity Incentive Plan. The number of shares of the Company’s common stock available for issuance under the 2013 Equity Incentive Plan have been and will be increased on the first day of each fiscal year beginning with the 2014 fiscal year, in an amount equal to the least of (i) 60,000,000 shares, (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Company’s Board of Directors. Rights Plan On April 15, 2022, the Company’s Board of Directors authorized and declared a dividend distribution of one right (each, a “Right”) for each outstanding share of the Company’s common stock to stockholders of record as of the close of business on April 25, 2022, as set forth in a Preferred Stock Rights Agreement dated as of April 15, 2022 (the Rights Agreement). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, par value $0.000005 per share, of the Company at an exercise price of $210.00, subject to adjustment. The Rights expire on the earliest of (1) April 14, 2023, unless such date is extended, or (2) the redemption or exchange of the Rights as described above. On April 25, 2022, in connection with the execution of the Merger Agreement, the Board approved Amendment No. 1 to the Rights Agreement (Amendment No. 1). Amendment No. 1 exempts the approval, execution, delivery or performance of the Merger Agreement, or the consummation prior to the termination of the Merger Agreement, of the Merger or any of the other transactions contemplated by the Merger Agreement in accordance with its terms, from, among other things, (i) resulting in a Distribution Date (as defined by the Rights Agreement) or permitting the Rights (as defined by the Rights Agreement) to be exercised or exchanged, and (ii) causing Parent, Acquisition Sub or their respective affiliates to be deemed an Acquiring Person (as defined by the Rights Agreement) for any purpose under the Rights Agreement. As a result of Amendment No. 1, the completion of the Merger in accordance with the terms of the Merger Agreement will not trigger the terms of the Rights Plan. 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 (the 2020 Repurchase Program). In February 2022, the Company’s Board of Directors authorized a new $4.0 billion share repurchase program (the 2022 Repurchase Program). The program became effective immediately and replaced the 2020 Repurchase Program. As part of the 2022 Repurchase Program, the Company entered into accelerated share repurchase agreements (the ASR Agreements) to repurchase $2.0 billion of its common stock. The Company records the excess of the purchase price over par value to additional paid-in capital subject to certain limitations, with any remaining purchase price recorded to accumulated deficit. In the six months ended June 30, 2022, the Company repurchased 1.9 million shares for an aggregate amount of $71.5 million under the 2020 Repurchase Program. In connection with the ASR Agreements, the Company made a prepayment of $2.0 billion and received an initial delivery of approximately 37.8 million shares of its common stock. The repurchased shares were immediately retired upon settlement and treated as a repurchase of common stock for purposes of calculating earnings per share. $600.0 million of the prepayment was evaluated as an unsettled forward contract, classified within stockholders’ equity. Under the terms of the ASR Agreements, the remaining shares are expected to be delivered in the third quarter of 2022. The number of shares that the Company will ultimately repurchase will be determined based on the volume-weighted average price of the Company’s common stock over the term of the ASR Agreements, less an agreed upon discount. The Company revised its previously reported additional paid-in capital and accumulated deficit as of March 31, 2022, which were understated by $76.8 million due to an error identified by the Company related to the amount of additional paid-in capital reductions recorded for share repurchase transactions during the three months ended March 31, 2022. There was no overall change to stockholders' equity. The Company assessed the materiality of the error and concluded it was not material to the consolidated financial statements as of and for the three months ended March 31, 2022. Repurchases under the remaining authorization 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 2022 Repurchase Program does not obligate the Company to acquire any particular amount of its common stock and may be suspended at any time at its discretion. The 2022 Repurchase Program does not have an expiration date. Employee Stock Purchase Plan The number of shares available for sale under the Employee Stock Purchase Plan (ESPP) has been and will be increased on the first day of each fiscal year beginning with the 2014 fiscal year, in an amount equal to the least of (i) 11.3 million shares; (ii) 1% of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year; or (iii) such other amount as determined by the Company's Board of Directors. During the three and six months ended June 30, 2022, employees purchased an aggregate of 1.6 million shares under the ESPP at a weighted-average price of $31.78 per share. During the three and six months ended June 30, 2021, employees purchased an aggregate of 1.5 million shares under the ESPP at a weighted-average price of $25.69 per share. Restricted Common Stock Activity The Company has granted restricted common stock to certain continuing employees in connection with certain of its acquisitions. Vesting of this stock is dependent on the respective employee’s continued employment at the Company during the requisite service period, which is generally up to four years from the issuance date, and the Company has the right to repurchase the unvested shares upon termination of employment. The fair value of the restricted common stock issued to employees is recorded as compensation expense on a straight-line basis over the requisite service period. The Company had 1.2 million and 1.6 million shares of unvested restricted common stock as of June 30, 2022 and December 31, 2021, respectively. The Company's restricted common stock activity was not material during the six months ended June 30, 2022. Stock Option Activity The Company had 0.9 million and 1.0 million shares of stock options outstanding as of June 30, 2022 and December 31, 2021, respectively. The Company’s stock option activity was not material during the six months ended June 30, 2022. 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 grants PRSUs with a vesting period of three years. The following table summarizes the activity related to the Company’s PRSUs for the six months ended June 30, 2022 (in thousands, except per share data): PRSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2021 456 $ 52.89 Granted (100% target level) 852 $ 46.15 Additional earned performance shares related to 2021 grants 4 $ 71.22 Vested (217) $ 48.43 Forfeited or canceled (125) $ 53.23 Unvested and outstanding at June 30, 2022 970 $ 48.01 The total fair value of PRSUs vested during the three and six months ended June 30, 2022 was $0.5 million and $7.7 million, respectively. The total fair value of PRSUs vested during the three and six months ended June 30, 2021 was $9.4 million. Market-based Restricted Stock Units Activity 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 six months ended June 30, 2022 (in thousands, except per share data): Market-based RSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2021 2,921 $ 31.64 Granted (100% target level) 810 $ 57.08 Vested (46) $ 40.26 Forfeited or canceled (582) $ 37.87 Unvested and outstanding at June 30, 2022 3,103 $ 36.98 The total fair value of market-based RSUs vested during the three and six months ended June 30, 2022 was $1.7 million. The total fair value of market-based RSUs vested during the three and six months ended June 30, 2021 was $17.2 million. The 3.1 million shares of market-based RSUs unvested and outstanding at June 30, 2022 represent the awards at the target level of achievement for the respective performance periods. RSU Activity The following table summarizes the activity related to the Company’s restricted stock units (RSUs), excluding PRSUs and market-based RSUs, for the six months ended June 30, 2022. 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, 2021 37,394 $ 48.14 Granted 42,161 $ 39.12 Vested (9,874) $ 42.72 Canceled (6,660) $ 45.55 Unvested and outstanding at June 30, 2022 63,021 $ 43.23 The total fair value of RSUs vested during the three months ended June 30, 2022 and 2021 was $277.3 million and $241.8 million, respectively. The total fair value of RSUs vested during the six months ended June 30, 2022 and 2021 was $427.1 million and $462.5 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): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 19,813 $ 13,120 $ 32,693 $ 21,852 Research and development 167,403 103,312 274,007 168,468 Sales and marketing 50,792 36,371 79,956 57,542 General and administrative 44,182 25,399 72,797 41,213 Total stock-based compensation expense $ 282,190 $ 178,202 $ 459,453 $ 289,075 The Company capitalized $17.9 million and $27.0 million of stock-based compensation expense associated with the cost for developing software for internal use in the three months ended June 30, 2022 and 2021, respectively, and $36.6 million and $41.5 million in the six months ended June 30, 2022 and 2021, respectively. As of June 30, 2022, there was $2.70 billion of gross unamortized stock-based compensation expense related to unvested awards which is expected to be recognized over a weighted-average period of 3.1 years. The Company accounts for forfeitures as they occur. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s tax provision or benefit for income taxes for interim periods has generally been determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Under certain circumstances where the Company is unable to make a reliable estimate of the annual effective tax rate, the accounting guidance permits the use of the actual effective tax rate for the year-to-date period. In all periods presented, the Company used this approach because it was unable to reasonably estimate its annual effective tax rate due to the variability of the rate as a result of fluctuations in forecasted income and the effects of being taxed in multiple tax jurisdictions. The Company recorded a benefit from income taxes of $65.9 million and a provision for income taxes of $249.5 million for the three and six months ended June 30, 2022, respectively. The Company recorded a provision for income taxes of $15.7 million and a benefit from income taxes of $2.4 million for the three and six months ended June 30, 2021, respectively. For the three months ended June 30, 2022, the primary difference between the effective tax rate and the federal statutory tax rate relates to foreign tax rate differences and research and development credits. For the six months ended June 30, 2022, the primary difference between the effective tax rate and the federal statutory tax rate relates to the gain on the sale of MoPub, described in Note 10 - Sale of Asset Group, being subject to higher foreign tax rates and U.S. global intangible low-taxed income. As of June 30, 2022, the Company had $997.9 million of deferred tax assets for which it had not established a valuation allowance. The Company had a valuation allowance of $1.43 billion, primarily related to deferred tax assets of a foreign subsidiary, California and Massachusetts, and U.S. federal unrealized capital losses. The Company completed its reassessment of the ability to realize these assets and concluded that a valuation allowance was not required for the other jurisdictions. However, if the current macroeconomic environment continues, the Company's forecasted earnings and expectations may change. This could result in a material non-cash income tax expense to record an additional valuation allowance to further reduce its deferred tax assets to the net amount it believes is more-likely-than-not to be realized. There is a possibility that within the next several quarters, sufficient negative evidence could become available to reach a conclusion that an additional valuation allowance is required. As of June 30, 2022, the Company had $425.9 million of unrecognized tax benefits, of which $325.9 million could result in a reduction of the Company’s effective tax rate, if recognized. The remainder of the unrecognized tax benefits would not affect the effective tax rate due to the full valuation allowance recorded for California and Massachusetts deferred tax assets. The Company is subject to taxation in the United States and various foreign jurisdictions. Earnings from non-U.S. activities are subject to local country income tax. The material jurisdictions where the Company is subject to potential examination by tax authorities include the United States, California and Ireland. The Company believes that it has reserved adequate amounts for these jurisdictions. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
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 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. As of June 30, 2022, no amounts had been drawn under the credit facility. Contractual Obligations The Company's principal commitments consist of obligations under the Notes (including principal and coupon interest), operating and finance leases for equipment, office space and co-located data center facilities, as well as non-cancellable contractual commitments. During the six months ended June 30, 2022, the Company issued $1.0 billion in aggregate principal amount of the 2030 Notes. As of June 30, 2022, the Company's contractual obligation to settle commitments related to the 2030 Notes is $25.8 million for the remainder of the year ending December 31, 2022, $50.0 million for each of the years ending December 31, 2023, 2024, 2025, and 2026, and $1.18 billion in aggregate thereafter until the 2030 Notes are repaid at maturity in the year ending December 31, 2030. Refer to Note 11 - Convertible Notes and Senior Notes for additional detail. Other than as described above, there were no material changes outside the Company's normal course of business in its commitments under contractual obligations from those disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021. 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 derivative actions were settled and fully resolved in 2021. The putative class actions were consolidated in the U.S. District Court for the Northern District of California and were 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 agreement is subject to final approval by the U.S. District Court for the Northern District of California. 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 (GDPR) and other regulators, of certain personal data breaches and privacy issues, and is subject to inquiries and investigations regarding various aspects of the Company's 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 recorded an accrual of $150.0 million in the three months ended June 30, 2020. In May 2022, the Company and the FTC finalized a settlement that required the Company to pay a $150.0 million penalty, which the Company previously deposited into escrow from cash on hand in March 2022, and entered into a consent order. In June 2022, the U.S. District Court for the Northern District of California approved the settlement. On January 15, 2021, a derivative action was filed in the Delaware Chancery Court against certain directors of the Company alleging that the directors violated their fiduciary duties in deciding to enter into the Cooperation Agreement with certain affiliates of Elliott Management Corporation, to enter into the Investment Agreement with an affiliate of Silver Lake Partners, and to authorize a program to repurchase up to $2.0 billion of the Company's common stock. The Company and the directors dispute the claims and intend to defend the lawsuit vigorously. The defendants moved to dismiss the complaint on March 19, 2021 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 pending the completion of an investigation by a Special Litigation Committee of the Company's Board of Directors. On May 5, 2022, the Court granted a motion to extend the stay to September 6, 2022. 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 agreed to a stay of this action pending the outcome of the Company's Board of Directors' investigation of the claims. Upon completion of its investigation, on March 14, 2022, a Special Committee of the Company’s Board of Directors notified the plaintiff by letter that the Company’s Board of Directors voted to refuse the plaintiff’s demand. The Company’s response to the complaint is currently due in July 2022. On May 6, 2022, a complaint was filed in the Delaware Court of Chancery by a putative Company stockholder (the Delaware Plaintiff) against the Company, members of the Company’s Board of Directors, and Mr. Musk, captioned Orlando Police Pension Fund v. Twitter, Inc., et al., C.A. No. 2022-0396-KSJM (Del. Ch.) (the Delaware Complaint). The Delaware Complaint alleged that Mr. Musk reached an “agreement, arrangement or understanding,” as those terms are defined in Section 203 of the Delaware General Corporation Law (Section 203), with certain other Company stockholders prior to the Company Board’s approval of the Merger, pursuant to which the shares of the Company owned by these other stockholders would be voted in favor of the Merger, thereby triggering Section 203’s requirement that at least 66 and 2/3 percent of the Company’s outstanding stock unaffiliated with Mr. Musk vote in favor of the Merger. The Delaware Complaint sought, among other things, (1) an order declaring that the Merger is subject to Section 203’s supermajority voting requirement and (2) a finding that the members of the Company’s Board breached their fiduciary duties by entering into the Merger Agreement without providing for a supermajority stockholder vote contemplated by Section 203. The Company disputes the Delaware Complaint’s allegations, including the allegation that Section 203’s supermajority voting requirement applies to the Merger. On June 27, 2022, the Delaware Court of Chancery granted a stipulation and proposed order filed by the parties to the litigation to voluntarily dismiss the Delaware Complaint, including the causes of action asserted therein, with prejudice as to the Delaware Plaintiff only. On May 25, 2022, a class action complaint was filed in the U.S. District Court for the Northern District of California by a putative Company stockholder (the California Plaintiff) against Mr. Musk and the Company. The complaint asserted causes of action against Mr. Musk under the California Corporation Code for alleged market manipulation, disclosure of materially misleading public statements, insider trading, and unjust enrichment in connection with Mr. Musk’s acquisition of Company shares and certain public statements he has made regarding the Merger Agreement. The complaint also sought a declaration that Mr. Musk is not entitled to put the Merger Agreement on hold pending investigation of false or spam accounts on Twitter’s platform and that the Company has an obligation to investigate Mr. Musk’s insider trading. On July 1, 2022, the California Plaintiff filed an amended complaint. The amended complaint no longer asserts causes of action under the California Corporation Code or a declaration that the Company has an obligation to investigate Mr. Musk’s alleged insider trading. The amended complaint now asserts causes of action under Delaware law (i) against Mr. Musk, Parent and Acquisition Sub for aiding and abetting breaches of fiduciary duties allegedly committed by Jack Dorsey and Egon Durban in connection with the Merger Agreement, and (ii) against Mr. Musk for unjust enrichment. The amended complaint also adds certain new allegations regarding events that transpired since the original complaint was filed. The amended complaint still seeks a declaration that Mr. Musk is not entitled to put the Merger Agreement on hold pending investigation of false or spam accounts. The lawsuit does not seek damages from the Company. On June 7, 2022, a books and records complaint under Section 220 of the Delaware General Corporation Law (DGCL) was filed in the Delaware Court of Chancery by a putative Company stockholder against the Company. The complaint seeks an order requiring the Company to produce to the plaintiff certain books and records of the Company sufficient to investigate whether the Company’s Board or management has engaged in alleged wrongdoing in connection with, among other things, the Merger and the Company’s public disclosures regarding its calculation of daily active users on the Twitter platform. The Company disputes the complaint’s allegations. The lawsuit does not seek damages from the Company. On June 28, 2022, a Company stockholder filed a lawsuit in the Southern District of New York against the Company and the Board of Directors, asserting claims for violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (Exchange Act), alleging that certain disclosures regarding the Merger in the revised preliminary proxy statement filed on June 21, 2022 are materially incomplete and misleading. More specifically, the lawsuit alleges that the preliminary proxy statement should provide additional information and metrics related to projections and financial analyses described in the preliminary proxy statement. Twitter intends to defend itself vigorously in this litigation. On July 12, 2022, following Mr. Musk’s delivery of a notice alleging that the Company breached the Merger Agreement and purporting to terminate the Merger Agreement, the Company filed a complaint in the Delaware Court of Chancery against Mr. Musk, Parent and Acquisition Sub seeking a grant of specific performance, and such injunctive relief as is necessary to enforce the decree of specific performance, ordering Mr. Musk, Parent and Acquisition Sub to specifically perform their obligations under the Merger Agreement and consummate the closing in accordance with the terms of the Merger Agreement. On July 19, 2022, the Delaware Court of Chancery granted Twitter’s motion to expedite proceedings and scheduled a five day trial to begin in October 2022. The Company may be involved in additional litigation related to the Merger. 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 thereto, intellectual property, privacy, data protection, consumer protection, securities, employment, and contractual rights. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. With respect to the cases, actions, and inquiries described above, the Company evaluates the associated developments on a regular basis and will accrue a liability when it believes a loss is probable and the amount can be reasonably estimated. In addition, the Company believes there is a reasonable possibility that it may incur a loss in some of these matters and the loss may be material or exceed its estimated ranges of possible loss. With respect to the matters described above that do not include an estimate of the amount of loss or range of possible loss, such losses or range of possible losses either are not material or may be material but cannot be estimated. The outcomes of the matters described in this section, such as whether the likelihood of loss is remote, reasonably possible, or probable, or if and when the reasonably possible range of loss is estimable, are inherently uncertain. If one or more of these matters were resolved against the Company for amounts above management’s estimates, the Company’s financial condition and results of operations, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. Non-Income Taxes The Company is under various non-income tax audits by domestic and foreign tax authorities. These audits primarily revolve around routine inquiries, refund requests, and employee benefits. The Company accrues non-income taxes that may result from these audits when they are probable and can be reasonably estimated. Due to the complexity and uncertainty of some of these matters, however, as well as the judicial process in certain jurisdictions, the final outcome of these audits may be materially different from the Company's expectations. Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its customers, partners, suppliers and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company has never incurred significant expense defending its licensees against third-party claims, nor has it ever incurred significant expense under its standard service warranties or arrangements with its customers, partners, suppliers and vendors. Accordingly, the Company had no liabilities recorded for these provisions as of June 30, 2022 and December 31, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of Twitter, Inc. and its wholly-owned subsidiaries (collectively, “Twitter” or the “Company”). All intercompany accounts and transactions have been eliminated in consolidation. The unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period. The interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021. |
Prior Period Reclassifications | Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates due to risks and uncertainties, including uncertainty in the current economic environment. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements There have been no recent accounting pronouncements or changes in accounting pronouncements during the six months ended June 30, 2022, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, that are of significance or potential significance to the Company. |
Revenue Recognition | Revenue Recognition Revenue is recognized when the control of promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company identifies its contracts with customers and all performance obligations within those contracts. The Company then determines the transaction price and allocates the transaction price to the performance obligations within the Company's contracts with customers, recognizing revenue when, or as the Company satisfies its performance obligations. While the majority of the Company's revenue transactions are based on standard business terms and conditions, the Company also enters into sales agreements with advertisers and data partners that sometimes involve multiple performance obligations and occasionally include non-standard terms or conditions. Contract Balances The Company enters into contracts with its customers, which may give rise to contract liabilities (deferred revenue) and contract assets (unbilled revenue). The payment terms and conditions within the Company’s contracts vary by the type and location of its customer and products or services purchased, the substantial majority of which are due in less than one year. When the timing of revenue recognition differs from the timing of payments made by customers, the Company recognizes either unbilled revenue (its performance precedes the billing date) or deferred revenue (customer payment is received in advance of performance). Unbilled Revenue (Contract Assets) The Company presents unbilled revenue 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. |
Fair Value Measurements | Fair Value MeasurementsThe Company measures its cash equivalents, short-term investments and derivative financial instruments at fair value. The Company classifies its cash equivalents, short-term investments and derivative financial instruments within Level 1 or Level 2 because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The fair value of the Company’s Level 1 financial assets is based on quoted market prices of the identical underlying security. The fair value of the Company’s Level 2 financial assets is based on inputs that are directly or indirectly observable in the market, including the readily-available pricing sources for the identical underlying security that may not be actively traded. |
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 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 June 30, 2022, there were no variable interest entities required to be consolidated in the Company’s consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from External Customers by Products and Services | Revenue by geography is based on the billing address of the customers. The following tables set forth revenue by services and revenue by geographic area (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue by services: Advertising services $ 1,076,003 $ 1,053,411 $ 2,182,581 $ 1,952,251 Subscription and other (1) 100,657 137,016 195,063 274,194 Total revenue $ 1,176,660 $ 1,190,427 $ 2,377,644 $ 2,226,445 (1) To better reflect the Company's business opportunities, including the sale of MoPub and the launch of Twitter Blue, the Company updated the name of the revenue line captioned “Data Licensing and Other Revenue” to “Subscription and Other Revenue” in the first quarter of 2022. This revenue line includes subscription revenue from the Twitter Developer Platform, Twitter Blue, and other subscription-related offerings. |
Revenue from External Customers by Geographic Areas | Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenue by geographic area: United States $ 661,278 $ 653,075 $ 1,332,778 $ 1,209,295 Japan 153,277 151,443 332,870 321,407 Rest of World 362,105 385,909 711,996 695,743 Total revenue $ 1,176,660 $ 1,190,427 $ 2,377,644 $ 2,226,445 |
Summary of Contract Balances | The following table presents contract balances (in thousands): June 30, December 31, Unbilled revenue $ 37,104 $ 44,880 Deferred revenue $ 135,232 $ 79,414 |
Summary of Revenue Expected to Recognize on Remaining Performance Obligations Over the Time Periods | The Company expects to recognize this amount as revenue over the following time periods (in thousands): Remaining Performance Obligations Total Remainder of 2022 2023 2024 and Thereafter Revenue expected to be recognized on remaining performance obligations $ 925,470 $ 175,653 $ 319,369 $ 430,448 |
Cash, Cash Equivalents and Sh_2
Cash, Cash Equivalents and Short-term Investments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, December 31, Cash and cash equivalents: Cash $ 250,642 $ 336,958 Money market funds 923,728 1,000,671 Corporate notes, commercial paper and certificates of deposit 1,506,226 848,920 Total cash and cash equivalents $ 2,680,596 $ 2,186,549 Short-term investments: U.S. government and agency securities $ 206,090 $ 374,868 Corporate notes, commercial paper and certificates of deposit 3,232,497 3,829,123 Marketable equity securities 1,560 3,142 Total short-term investments $ 3,440,147 $ 4,207,133 |
Contractual Maturities of Securities Classified as Available-for-Sale | The contractual maturities of debt securities classified as available-for-sale as of June 30, 2022 were as follows (in thousands): June 30, Due within one year $ 2,469,054 Due after one year through five years 969,533 Total $ 3,438,587 |
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): June 30, 2022 Gross Gross Gross Aggregated U.S. government and agency securities $ 211,197 $ — $ (5,107) $ 206,090 Corporate notes, commercial paper and certificates of deposit 3,275,401 25 (42,929) 3,232,497 Total available-for-sale debt securities classified as short-term investments $ 3,486,598 $ 25 $ (48,036) $ 3,438,587 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021 based on the three-tier fair value hierarchy (in thousands): June 30, 2022 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 923,728 $ — $ 923,728 Corporate notes — 3,520 3,520 Commercial paper — 1,502,706 1,502,706 Short-term investments: U.S. government and agency securities — 206,090 206,090 Corporate notes — 1,958,090 1,958,090 Commercial paper — 1,003,247 1,003,247 Certificates of deposit — 271,160 271,160 Marketable equity securities 1,560 — 1,560 Other current assets: Foreign currency contracts — 8,966 8,966 Total $ 925,288 $ 4,953,779 $ 5,879,067 Liabilities Other current liabilities: Foreign currency contracts $ — $ 5,382 $ 5,382 Total $ — $ 5,382 $ 5,382 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 |
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 June 30, 2022 based on the three-tier fair value hierarchy (in thousands): June 30, 2022 Level 2 Level 3 Total $1.15 billion in aggregate principal amount of 0.25% convertible senior notes due in 2024 (the 2024 Notes) $ 1,131,485 $ — $ 1,131,485 $1.0 billion in aggregate principal amount of 0.375% convertible senior notes due in 2025 (the 2025 Notes) — 1,127,460 1,127,460 $1.44 billion in aggregate principal amount of 0% convertible senior notes due in 2026 (the 2026 Notes) 1,284,694 — 1,284,694 $700.0 million in aggregate principal amount of 3.875% senior notes due in 2027 (the 2027 Notes) 657,125 — 657,125 $1.0 billion in aggregate principal amount of 5.000% senior notes due in 2030 (the 2030 Notes) 948,750 — 948,750 Total $ 4,022,054 $ 1,127,460 $ 5,149,514 |
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 June 30, December 31, Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 8,966 $ 7,849 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities $ 5,382 $ 2,125 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following tables set forth property and equipment, net by geographic area for the periods presented (in thousands): |
Property and Equipment Net by Geographic Area | June 30, December 31, Property and equipment, net: United States $ 2,127,483 $ 2,038,597 International 47,807 43,563 Total property and equipment, net $ 2,175,290 $ 2,082,160 |
Operating Leases (Tables)
Operating Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Summary of Future Operating Lease Payments Under Leases and Sublease Income | Future lease payments under operating leases and sublease income as of June 30, 2022 were as follows (in thousands): Operating Sublease Year Ending December 31, Remainder of 2022 $ 117,622 $ (1,944) 2023 239,018 (3,303) 2024 239,382 (1,844) 2025 234,725 (140) 2026 212,758 — Thereafter 725,631 — Total future lease payments (receipts) 1,769,136 $ (7,231) Less: leases not yet commenced (81,132) Less: imputed interest (217,629) Total operating lease liabilities $ 1,470,375 Reconciliation of operating lease liabilities as shown on the consolidated balance sheets Operating lease liabilities, short-term $ 187,982 Operating lease liabilities, long-term 1,282,393 Total operating lease liabilities $ 1,470,375 |
Summary of Future Operating Lease Payments Under Leases and Sublease Income | Future lease payments under operating leases and sublease income as of June 30, 2022 were as follows (in thousands): Operating Sublease Year Ending December 31, Remainder of 2022 $ 117,622 $ (1,944) 2023 239,018 (3,303) 2024 239,382 (1,844) 2025 234,725 (140) 2026 212,758 — Thereafter 725,631 — Total future lease payments (receipts) 1,769,136 $ (7,231) Less: leases not yet commenced (81,132) Less: imputed interest (217,629) Total operating lease liabilities $ 1,470,375 Reconciliation of operating lease liabilities as shown on the consolidated balance sheets Operating lease liabilities, short-term $ 187,982 Operating lease liabilities, long-term 1,282,393 Total operating lease liabilities $ 1,470,375 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021 $ 1,301,520 Acquisition 13,186 Other (11,268) Balance as of June 30, 2022 $ 1,303,438 |
Schedule of Intangible Assets | The following table presents the detail of intangible assets for the periods presented (in thousands): Gross Carrying Accumulated Net Carrying June 30, 2022: Patents and developed technologies $ 107,823 $ (70,357) $ 37,466 Assembled workforce 23,500 (8,323) 15,177 Total $ 131,323 $ (78,680) $ 52,643 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 |
Schedule of Estimated Future Amortization Expenses | Estimated future amortization expense as of June 30, 2022 is as follows (in thousands): Remainder of 2022 $ 13,370 2023 19,988 2024 7,194 2025 2,683 2026 2,410 Thereafter 6,998 Total $ 52,643 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | The following table presents the detail of accrued and other current liabilities for the periods presented (in thousands): June 30, December 31, Accrued compensation $ 186,962 $ 325,113 Deferred revenue 130,524 78,541 Accrued professional services 67,891 41,321 Accrued operations and engineering costs 55,485 55,682 Accrued tax liabilities 47,747 47,830 Accrued publisher, content and ad network costs 36,026 45,025 Federal Trade Commission accrual (see Note 15) — 150,000 Accrued other 151,554 174,838 Total $ 676,189 $ 918,350 |
Convertible Notes and Senior _2
Convertible Notes and Senior Notes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Components of Notes | The Notes consisted of the following (in thousands): June 30, 2022 2024 Notes 2025 Notes 2026 Notes 2027 Notes 2030 Notes Principal amounts: Principal $ 1,150,000 $ 1,000,000 $ 1,437,500 $ 700,000 $ 1,000,000 Unamortized debt discount and issuance costs (4,034) (7,951) (12,379) (5,506) (10,781) Net carrying amount $ 1,145,966 $ 992,049 $ 1,425,121 $ 694,494 $ 989,219 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 (5,052) (9,399) (14,026) (6,004) Net carrying amount $ 1,144,948 $ 990,601 $ 1,423,474 $ 693,996 |
Future Principal Payments on Company's Notes | The following table summarizes the aggregate future principal payments on the Company’s Notes as of June 30, 2022 (in thousands): Convertible Notes Senior Notes Remainder of 2022 $ — $ — 2023 — — 2024 1,150,000 — 2025 (1) 1,000,000 — 2026 1,437,500 — Thereafter — 1,700,000 Total $ 3,587,500 $ 1,700,000 (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) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) Per Share | The following table presents the calculation of basic and diluted net income (loss) per share for periods presented (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Basic net income (loss) per share: Numerator Net income (loss) $ (270,007) $ 65,649 $ 243,279 $ 133,654 Denominator Weighted-average common shares outstanding 768,218 798,451 774,261 798,061 Weighted-average restricted stock subject to repurchase (1,381) (1,979) (1,350) (2,069) Weighted-average shares used to compute basic net income (loss) per share 766,837 796,472 772,911 795,992 Basic net income (loss) per share $ (0.35) $ 0.08 $ 0.31 $ 0.17 Diluted net income (loss) per share: Numerator Net income (loss) $ (270,007) $ 65,649 $ 243,279 $ 133,654 Interest expense on convertible notes, net of tax — 2,852 3,655 5,242 Numerator used to compute diluted net income (loss) per share (270,007) 68,501 246,934 138,896 Denominator Number of shares used in basic computation 766,837 796,472 772,911 795,992 Weighted-average effect of dilutive securities: Convertible notes — 55,277 55,277 55,277 RSUs — 15,247 6,157 16,411 Stock options — 496 274 625 Other — 1,688 1,042 2,317 Weighted-average shares used to compute diluted net income (loss) per share 766,837 869,180 835,661 870,622 Diluted net income (loss) per share $ (0.35) $ 0.08 $ 0.30 $ 0.16 |
Summary of Potential Common Shares Excluded from Calculation of Diluted Net Income Per Share Attributable to Common Stockholders | The following numbers of potential common shares at the end of each period were excluded from the calculation of diluted net income (loss) per share because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Warrants 31,180 43,467 31,180 43,467 Convertible notes 55,277 12,287 — 12,287 RSUs 63,021 13,119 37,887 14,239 Shares subject to repurchase and others 45,171 2,515 41,883 2,515 Stock options 933 3 18 3 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Compensation Expense Allocated | Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenue $ 19,813 $ 13,120 $ 32,693 $ 21,852 Research and development 167,403 103,312 274,007 168,468 Sales and marketing 50,792 36,371 79,956 57,542 General and administrative 44,182 25,399 72,797 41,213 Total stock-based compensation expense $ 282,190 $ 178,202 $ 459,453 $ 289,075 |
PRSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of RSU Activity | The following table summarizes the activity related to the Company’s PRSUs for the six months ended June 30, 2022 (in thousands, except per share data): PRSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2021 456 $ 52.89 Granted (100% target level) 852 $ 46.15 Additional earned performance shares related to 2021 grants 4 $ 71.22 Vested (217) $ 48.43 Forfeited or canceled (125) $ 53.23 Unvested and outstanding at June 30, 2022 970 $ 48.01 |
Market-based RSU | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of RSU Activity | The following table summarizes the activity related to the Company’s market-based restricted stock units for the six months ended June 30, 2022 (in thousands, except per share data): Market-based RSUs Outstanding Shares Weighted- Unvested and outstanding at December 31, 2021 2,921 $ 31.64 Granted (100% target level) 810 $ 57.08 Vested (46) $ 40.26 Forfeited or canceled (582) $ 37.87 Unvested and outstanding at June 30, 2022 3,103 $ 36.98 |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of RSU Activity | The following table summarizes the activity related to the Company’s restricted stock units (RSUs), excluding PRSUs and market-based RSUs, for the six months ended June 30, 2022. 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, 2021 37,394 $ 48.14 Granted 42,161 $ 39.12 Vested (9,874) $ 42.72 Canceled (6,660) $ 45.55 Unvested and outstanding at June 30, 2022 63,021 $ 43.23 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jul. 19, 2022 | Apr. 25, 2022 USD ($) day | Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 $ / shares | |
Business Acquisition [Line Items] | |||||
Transaction expenses | $ 33.1 | $ 33.1 | |||
Subsequent Event | X Holdings I, Inc., X Holdings II, Inc. And Elon Musk | |||||
Business Acquisition [Line Items] | |||||
Litigation, Term Of Trial | 5 days | ||||
Twitter Inc. | X Holdings I, Inc., X Holdings II, Inc. And Elon Musk | |||||
Business Acquisition [Line Items] | |||||
Termination fee | $ 1,000 | ||||
Extension period | 6 months | ||||
Number of business days termination date is extended following the resolution of litigation | day | 20 | ||||
Business Combination, Termination Fee, Trigger, Percent Acquire By Other Entity | 50% | ||||
Business Combination, Termination Fee, Trigger, Period After Termination | 12 months | ||||
Forecast | Twitter Inc. | X Holdings I, Inc., X Holdings II, Inc. And Elon Musk | |||||
Business Acquisition [Line Items] | |||||
Stock conversion price (in dollars per share) | $ / shares | $ 54.20 |
Revenue - Revenue by Services a
Revenue - Revenue by Services and Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 1,176,660 | $ 1,190,427 | $ 2,377,644 | $ 2,226,445 |
United States | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 661,278 | 653,075 | 1,332,778 | 1,209,295 |
Japan | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 153,277 | 151,443 | 332,870 | 321,407 |
Rest of World | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 362,105 | 385,909 | 711,996 | 695,743 |
Advertising services | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | 1,076,003 | 1,053,411 | 2,182,581 | 1,952,251 |
Subscription and other | ||||
Segment Reporting, Revenue Reconciling Item [Line Items] | ||||
Revenue | $ 100,657 | $ 137,016 | $ 195,063 | $ 274,194 |
Revenue - Summary of Contract B
Revenue - Summary of Contract Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | ||
Unbilled revenue | $ 37,104 | $ 44,880 |
Deferred revenue | $ 135,232 | $ 79,414 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue, revenue recognized | $ 45,800 | $ 79,200 |
Aggregate amount of transaction price allocated to remaining performance obligations | $ 925,470 | $ 925,470 |
Revenue - Summary of Revenue Ex
Revenue - Summary of Revenue Expected to Recognize on Remaining Performance Obligations Over the Time Periods (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 925,470 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 175,653 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 319,369 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 430,448 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Cash, Cash Equivalents and Sh_3
Cash, Cash Equivalents and Short-term Investments - Schedule of Components (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 |
Cash and cash equivalents: | |||
Cash | $ 250,642 | $ 336,958 | |
Total cash and cash equivalents | 2,680,596 | 2,186,549 | $ 4,125,595 |
Short-term investments: | |||
Debt securities, available-for-sale | 3,438,587 | 4,203,991 | |
Marketable equity securities | 1,560 | 3,142 | |
Total short-term investments | 3,440,147 | 4,207,133 | |
Money market funds | |||
Cash and cash equivalents: | |||
Total cash and cash equivalents | 923,728 | 1,000,671 | |
Corporate notes, commercial paper and certificates of deposit | |||
Cash and cash equivalents: | |||
Total cash and cash equivalents | 1,506,226 | 848,920 | |
Short-term investments: | |||
Debt securities, available-for-sale | 3,232,497 | 3,829,123 | |
U.S. government and agency securities | |||
Short-term investments: | |||
Debt securities, available-for-sale | $ 206,090 | $ 374,868 |
Cash, Cash Equivalents and Sh_4
Cash, Cash Equivalents and Short-term Investments - Contractual Maturities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Cash And Cash Equivalents And Marketable Securities [Abstract] | ||
Due within one year | $ 2,469,054 | |
Due after one year through five years | 969,533 | |
Total | $ 3,438,587 | $ 4,203,991 |
Cash, Cash Equivalents and Sh_5
Cash, Cash Equivalents and Short-term Investments - Summary of Unrealized Gains and Losses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Gross Amortized Cost | $ 3,486,598 | $ 4,209,949 |
Gross Unrealized Gains | 25 | 4,885 |
Gross Unrealized Losses | (48,036) | (10,843) |
Debt securities, available-for-sale | 3,438,587 | 4,203,991 |
U.S. government and agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Amortized Cost | 211,197 | 376,966 |
Gross Unrealized Gains | 0 | 12 |
Gross Unrealized Losses | (5,107) | (2,110) |
Debt securities, available-for-sale | 206,090 | 374,868 |
Corporate notes, commercial paper and certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Gross Amortized Cost | 3,275,401 | 3,832,983 |
Gross Unrealized Gains | 25 | 4,873 |
Gross Unrealized Losses | (42,929) | (8,733) |
Debt securities, available-for-sale | $ 3,232,497 | $ 3,829,123 |
Cash, Cash Equivalents and Sh_6
Cash, Cash Equivalents and Short-term Investments - Narrative (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Investments, Debt and Equity Securities [Abstract] | ||
Gross unrealized loss | $ 48,036 | $ 10,843 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Instruments on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities, available-for-sale | $ 3,438,587 | $ 4,203,991 |
Marketable equity securities | 1,560 | 3,142 |
Other current assets | 8,966 | 7,849 |
Other current liabilities | 5,382 | 2,125 |
U.S. government and agency securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities, available-for-sale | 206,090 | 374,868 |
Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Marketable equity securities | 1,560 | 3,142 |
Assets | 5,879,067 | 6,064,573 |
Liabilities | 5,382 | 2,125 |
Fair Value, Measurements, Recurring | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 8,966 | 7,849 |
Other current liabilities | 5,382 | 2,125 |
Fair Value, Measurements, Recurring | Money market funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 923,728 | 1,000,671 |
Fair Value, Measurements, Recurring | Corporate notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 3,520 | |
Debt securities, available-for-sale | 1,958,090 | 2,633,777 |
Fair Value, Measurements, Recurring | Commercial paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 1,502,706 | 843,919 |
Debt securities, available-for-sale | 1,003,247 | 953,103 |
Fair Value, Measurements, Recurring | U.S. government and agency securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities, available-for-sale | 206,090 | 374,868 |
Fair Value, Measurements, Recurring | Certificates of deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 5,001 | |
Debt securities, available-for-sale | 271,160 | 242,243 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Marketable equity securities | 1,560 | 3,142 |
Assets | 925,288 | 1,003,813 |
Liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 0 | 0 |
Other current liabilities | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Money market funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 923,728 | 1,000,671 |
Fair Value, Measurements, Recurring | Level 1 | Corporate notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 0 | |
Debt securities, available-for-sale | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Commercial paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 0 | 0 |
Debt securities, available-for-sale | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | U.S. government and agency securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities, available-for-sale | 0 | 0 |
Fair Value, Measurements, Recurring | Level 1 | Certificates of deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 0 | |
Debt securities, available-for-sale | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Marketable equity securities | 0 | 0 |
Assets | 4,953,779 | 5,060,760 |
Liabilities | 5,382 | 2,125 |
Fair Value, Measurements, Recurring | Level 2 | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 8,966 | 7,849 |
Other current liabilities | 5,382 | 2,125 |
Fair Value, Measurements, Recurring | Level 2 | Money market funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring | Level 2 | Corporate notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 3,520 | |
Debt securities, available-for-sale | 1,958,090 | 2,633,777 |
Fair Value, Measurements, Recurring | Level 2 | Commercial paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 1,502,706 | 843,919 |
Debt securities, available-for-sale | 1,003,247 | 953,103 |
Fair Value, Measurements, Recurring | Level 2 | U.S. government and agency securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Debt securities, available-for-sale | 206,090 | 374,868 |
Fair Value, Measurements, Recurring | Level 2 | Certificates of deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 5,001 | |
Debt securities, available-for-sale | $ 271,160 | $ 242,243 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Values of Convertible and Senior Notes Outstanding (Details) - USD ($) | Jun. 30, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | $ 5,149,514,000 | |||||
Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | 4,022,054,000 | |||||
Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | 1,127,460,000 | |||||
Convertible Notes Due 2024 | Convertible Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | 1,131,485,000 | |||||
Debt instrument, principal amount | $ 1,150,000,000 | $ 1,150,000,000 | $ 1,150,000,000 | |||
Debt Instrument, percentage | 0.25% | 0.25% | ||||
Convertible Notes Due 2024 | Convertible Notes | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | $ 1,131,485,000 | |||||
Convertible Notes Due 2024 | Convertible Notes | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | 0 | |||||
Convertible Notes Due 2025 | Convertible Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | 1,127,460,000 | |||||
Debt instrument, principal amount | $ 1,000,000,000 | 1,000,000,000 | $ 1,000,000,000 | |||
Debt Instrument, percentage | 0.375% | 0.375% | ||||
Convertible Notes Due 2025 | Convertible Notes | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | $ 0 | |||||
Convertible Notes Due 2025 | Convertible Notes | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | 1,127,460,000 | |||||
Convertible Notes Due 2026 | Convertible Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | 1,284,694,000 | |||||
Debt instrument, principal amount | $ 1,437,500,000 | $ 1,437,500,000 | ||||
Debt Instrument, percentage | 0% | 0% | ||||
Convertible Notes Due 2026 | Convertible Notes | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | $ 1,284,694,000 | |||||
Convertible Notes Due 2026 | Convertible Notes | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | 0 | |||||
Senior Notes Due 2027 | Senior Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | 657,125,000 | |||||
Debt instrument, principal amount | $ 700,000,000 | $ 700,000,000 | $ 700,000,000 | |||
Debt Instrument, percentage | 3.875% | 3.875% | ||||
Senior Notes Due 2027 | Senior Notes | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | $ 657,125,000 | |||||
Senior Notes Due 2027 | Senior Notes | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | 0 | |||||
Senior Notes Due 2030 | Senior Notes | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | 948,750,000 | |||||
Debt instrument, principal amount | $ 1,000,000,000 | $ 1,000,000,000 | ||||
Debt Instrument, percentage | 5% | 5% | ||||
Senior Notes Due 2030 | Senior Notes | Level 2 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | $ 948,750,000 | |||||
Senior Notes Due 2030 | Senior Notes | Level 3 | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Debt instrument, fair value disclosure | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||||
Notional principal of foreign currency contracts outstanding | $ 653.2 | $ 653.2 | $ 910.5 | ||
Net losses on foreign currency contracts | $ (2) | $ 5.3 | $ (5.9) | $ 3.2 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Fair Values of Outstanding Derivative Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Foreign currency contracts not designated as hedging instruments | $ 8,966 | $ 7,849 |
Liabilities | ||
Foreign currency contracts not designated as hedging instruments | $ 5,382 | $ 2,125 |
Property and Equipment, Net - B
Property and Equipment, Net - By Geographic (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property and equipment, net: | ||
Property and equipment, net | $ 2,175,290 | $ 2,082,160 |
United States | ||
Property and equipment, net: | ||
Property and equipment, net | 2,127,483 | 2,038,597 |
International | ||
Property and equipment, net: | ||
Property and equipment, net | $ 47,807 | $ 43,563 |
Operating Leases - Additional I
Operating Leases - Additional Information (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||
Operating lease right-of-use assets obtained in exchange for operating lease obligations | $ 322.4 | $ 330.5 |
Operating Leases - Summary of F
Operating Leases - Summary of Future Lease Payments under Leases and Sublease Income (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Operating Leases | ||
Remainder of 2022 | $ 117,622 | |
2023 | 239,018 | |
2024 | 239,382 | |
2025 | 234,725 | |
2026 | 212,758 | |
Thereafter | 725,631 | |
Total future lease payments (receipts) | 1,769,136 | |
Less: leases not yet commenced | (81,132) | |
Less: imputed interest | (217,629) | |
Total operating lease liabilities | 1,470,375 | |
Sublease Income | ||
Remainder of 2022 | (1,944) | |
2023 | (3,303) | |
2024 | (1,844) | |
2025 | (140) | |
2026 | 0 | |
Thereafter | 0 | |
Total future lease payments (receipts) | (7,231) | |
Reconciliation of operating lease liabilities as shown on the consolidated balance sheets | ||
Operating lease liabilities, short-term | 187,982 | $ 222,346 |
Operating lease liabilities, long-term | 1,282,393 | $ 1,071,209 |
Total operating lease liabilities | $ 1,470,375 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill Activities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill | |
Beginning balance | $ 1,301,520 |
Acquisition | 13,186 |
Other | (11,268) |
Ending balance | $ 1,303,438 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment charges on goodwill | $ 0 | $ 0 | ||
Amortization of intangible assets | $ 8,600,000 | $ 11,700,000 | $ 18,200,000 | $ 19,800,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 131,323 | $ 129,761 |
Accumulated Amortization | (78,680) | (60,437) |
Net Carrying Value | 52,643 | 69,324 |
Patents and developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 107,823 | 106,261 |
Accumulated Amortization | (70,357) | (57,988) |
Net Carrying Value | 37,466 | 48,273 |
Employment Contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 23,500 | 23,500 |
Accumulated Amortization | (8,323) | (2,449) |
Net Carrying Value | $ 15,177 | $ 21,051 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 13,370 | |
2023 | 19,988 | |
2024 | 7,194 | |
2025 | 2,683 | |
2026 | 2,410 | |
Thereafter | 6,998 | |
Net Carrying Value | $ 52,643 | $ 69,324 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 186,962 | $ 325,113 |
Deferred revenue | 130,524 | 78,541 |
Accrued professional services | 67,891 | 41,321 |
Accrued operations and engineering costs | 55,485 | 55,682 |
Accrued tax liabilities | 47,747 | 47,830 |
Accrued publisher, content and ad network costs | 36,026 | 45,025 |
Federal Trade Commission accrual (see Note $15) | 0 | 150,000 |
Accrued other | 151,554 | 174,838 |
Total | $ 676,189 | $ 918,350 |
Acquisitions and Investments _2
Acquisitions and Investments in Privately-Held Companies - Investments in Privately-Held Companies (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) acquistion | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | |||||
Goodwill | $ 1,303,438,000 | $ 1,303,438,000 | $ 1,301,520,000 | ||
Non-marketable equity securities, combines carrying value | 237,300,000 | 237,300,000 | $ 207,400,000 | ||
Equity securities without readily determinable FV, impairment loss | 0 | $ 0 | 0 | $ 0 | |
Upward price adjustment | 22,600,000 | $ 36,000,000 | 22,600,000 | $ 36,000,000 | |
Cumulative upward adjustment | 108,300,000 | $ 108,300,000 | |||
Other acquisitions | |||||
Business Acquisition [Line Items] | |||||
Number of acquisitions | acquistion | 1 | ||||
Purchase price of acquisition | $ 12,800,000 | ||||
Net liabilities assumed | (2,000,000) | (2,000,000) | |||
Goodwill | 13,200,000 | 13,200,000 | |||
Other acquisitions | Developed Technology Rights | |||||
Business Acquisition [Line Items] | |||||
Acquisition purchase price allocated to finite lived intangible assets | $ 1,600,000 | $ 1,600,000 | |||
Intangible assets, estimated useful life | 3 years |
Sale of Asset Group (Details)
Sale of Asset Group (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 01, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain (loss) on sale of asset group | $ (11) | $ 0 | $ 970,463 | $ 0 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | MoPub | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Consideration | $ 1,050,000 | ||||
Gain (loss) on sale of asset group | $ 970,500 |
Convertible Notes and Senior _3
Convertible Notes and Senior Notes - Additional Information (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Feb. 28, 2022 USD ($) | Mar. 31, 2021 | Jun. 30, 2022 USD ($) $ / shares | Mar. 31, 2022 USD ($) | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) d D $ / shares | Jun. 30, 2021 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) $ / shares shares | Apr. 15, 2022 $ / shares | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Exercise price of the warrants (USD per share) | $ / shares | $ 80.20 | $ 80.20 | $ 210 | |||||||||
Proceeds from issuance of warrants concurrent with note hedges | $ 0 | $ 161,144,000 | ||||||||||
Amortization of debt discount, prior to capitalization of interest | $ 2,700,000 | $ 2,900,000 | 5,100,000 | 5,100,000 | ||||||||
Coupon interest expense | $ 21,000,000 | $ 10,900,000 | $ 34,300,000 | $ 21,600,000 | ||||||||
Convertible Notes Due 2024 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Exercise price of the warrants (USD per share) | $ / shares | $ 80.20 | $ 80.20 | ||||||||||
Convertible Notes Due 2026 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Exercise price of the warrants (USD per share) | $ / shares | $ 163.02 | $ 163.02 | ||||||||||
The Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest payable | $ 567,100,000 | $ 567,100,000 | ||||||||||
Remainder of 2022 | 42,700,000 | $ 42,700,000 | ||||||||||
Convertible Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price percentage | 100% | 100% | ||||||||||
Convertible Notes | Convertible Notes Due 2024 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal | $ 1,150,000,000 | $ 1,150,000,000 | $ 1,150,000,000 | $ 1,150,000,000 | ||||||||
Debt instrument, interest rate percentage | 0.25% | 0.25% | 0.25% | |||||||||
Proceeds from offerings, net of transaction costs | $ 1,140,000,000 | |||||||||||
Debt issuance costs | $ 12,300,000 | |||||||||||
Conversion price (USD per share) | $ / shares | $ 57.14 | |||||||||||
Shares covered by convertible note hedge | shares | 20.1 | |||||||||||
Payments for derivative instrument | $ 268,000,000 | |||||||||||
Number of securities called by warrants or rights (in shares) | shares | 20.1 | |||||||||||
Exercise price of the warrants (USD per share) | $ / shares | $ 80.20 | |||||||||||
Proceeds from issuance of warrants concurrent with note hedges | $ 186,800,000 | |||||||||||
Interest rate during period | 0.43% | 0.43% | 0.43% | 0.43% | ||||||||
Remaining period for convertible debt | 23 months | |||||||||||
Convertible Notes | Convertible Notes Due 2024 | Debt Instrument, Redemption, Period One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible debt instrument, consecutive trading days threshold | d | 30 | |||||||||||
Convertible Notes | Convertible Notes Due 2024 | Common stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion price (USD per share) | $ / shares | $ 57.14 | $ 57.14 | $ 57.14 | |||||||||
Debt Instrument, conversion ratio | 0.0175001 | |||||||||||
Convertible Notes | Convertible Notes Due 2025 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal | $ 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | 1,000,000,000 | ||||||||
Debt instrument, interest rate percentage | 0.375% | 0.375% | 0.375% | |||||||||
Proceeds from offerings, net of transaction costs | $ 985,300,000 | |||||||||||
Redemption price percentage | 100% | |||||||||||
Debt issuance costs | $ 14,700,000 | |||||||||||
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% | |||||||||||
Interest rate during period | 0.67% | 0.67% | 0.67% | 0.67% | ||||||||
Remaining period for convertible debt | 32 months | |||||||||||
Convertible Notes | Convertible Notes Due 2025 | Common stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion price (USD per share) | $ / shares | $ 41.50 | $ 41.50 | ||||||||||
Debt Instrument, conversion ratio | 0.0240964 | |||||||||||
Convertible Notes | Convertible Notes Due 2026 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal | $ 1,437,500,000 | $ 1,437,500,000 | $ 1,437,500,000 | |||||||||
Debt instrument, interest rate percentage | 0% | 0% | 0% | |||||||||
Proceeds from offerings, net of transaction costs | $ 1,420,000,000 | |||||||||||
Debt issuance costs | $ 16,800,000 | |||||||||||
Conversion price (USD per share) | $ / shares | $ 130.03 | |||||||||||
Shares covered by convertible note hedge | shares | 11.1 | |||||||||||
Payments for derivative instrument | $ 213,500,000 | |||||||||||
Number of securities called by warrants or rights (in shares) | shares | 11.1 | |||||||||||
Exercise price of the warrants (USD per share) | $ / shares | $ 163.02 | |||||||||||
Proceeds from issuance of warrants concurrent with note hedges | $ 161,100,000 | |||||||||||
Interest rate during period | 0.23% | 0.23% | 0.23% | 0.23% | ||||||||
Remaining period for convertible debt | 44 months | |||||||||||
Convertible Notes | Convertible Notes Due 2026 | Common stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Conversion price (USD per share) | $ / shares | $ 130.03 | $ 130.03 | $ 130.03 | |||||||||
Debt Instrument, conversion ratio | 0.076905 | |||||||||||
Convertible Notes | Convertible Notes Due At 2021 and 2024 | Debt Instrument, Redemption, Period 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% | |||||||||||
Convertible Notes | Convertible Notes Due At 2021 and 2024 | Debt Instrument, Redemption, Period 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% | |||||||||||
Convertible Notes | Convertible Notes Due At 2021 and 2024 | Minimum | Debt Instrument, Redemption, Period One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Convertible debt instrument, trading days threshold | d | 20 | |||||||||||
Senior Notes | Senior Notes Due 2030 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal | $ 1,000,000,000 | $ 1,000,000,000 | $ 1,000,000,000 | |||||||||
Debt instrument, interest rate percentage | 5% | 5% | 5% | |||||||||
Proceeds from offerings, net of transaction costs | $ 988,700,000 | |||||||||||
Debt issuance costs | $ 11,300,000 | |||||||||||
Interest rate during period | 5.24% | |||||||||||
Remainder of 2022 | $ 25,800,000 | $ 25,800,000 | ||||||||||
Remaining period for convertible debt | 92 months | |||||||||||
Senior Notes | Senior Notes Due 2030 | Debt Instrument, Redemption, Period One | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price percentage | 100% | |||||||||||
Senior Notes | Senior Notes Due 2030 | Debt Instrument, Redemption, Period Two | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price percentage | 100% | |||||||||||
Senior Notes | Senior Notes Due 2030 | Debt Instrument, Redemption, Period Three | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Redemption price percentage | 101% | |||||||||||
Senior Notes | Senior Notes Due 2027 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal | $ 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 | |||||||||||
Debt issuance costs | $ 8,100,000 | |||||||||||
Interest rate during period | 4.08% | 4.08% | 4.08% | 4.08% | ||||||||
Remaining period for convertible debt | 65 months |
Convertible Notes and Senior _4
Convertible Notes and Senior Notes - Components of Notes (Details) - USD ($) | Jun. 30, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Principal amounts: | ||||||
Net carrying amount | $ 3,563,136,000 | $ 3,559,023,000 | ||||
Net carrying amount | 1,683,713,000 | 693,996,000 | ||||
Convertible Notes | Convertible Notes Due 2024 | ||||||
Principal amounts: | ||||||
Principal | 1,150,000,000 | 1,150,000,000 | $ 1,150,000,000 | |||
Unamortized debt discount and issuance costs | (4,034,000) | (5,052,000) | ||||
Net carrying amount | 1,145,966,000 | 1,144,948,000 | ||||
Convertible Notes | Convertible Notes Due 2025 | ||||||
Principal amounts: | ||||||
Principal | 1,000,000,000 | 1,000,000,000 | $ 1,000,000,000 | |||
Unamortized debt discount and issuance costs | (7,951,000) | (9,399,000) | ||||
Net carrying amount | 992,049,000 | 990,601,000 | ||||
Convertible Notes | Convertible Notes Due 2026 | ||||||
Principal amounts: | ||||||
Principal | 1,437,500,000 | 1,437,500,000 | ||||
Unamortized debt discount and issuance costs | (12,379,000) | (14,026,000) | ||||
Net carrying amount | 1,425,121,000 | 1,423,474,000 | ||||
Senior Notes | Senior Notes Due 2027 | ||||||
Principal amounts: | ||||||
Principal | 700,000,000 | 700,000,000 | $ 700,000,000 | |||
Unamortized debt discount and issuance costs | (5,506,000) | (6,004,000) | ||||
Net carrying amount | 694,494,000 | $ 693,996,000 | ||||
Senior Notes | Senior Notes Due 2030 | ||||||
Principal amounts: | ||||||
Principal | 1,000,000,000 | $ 1,000,000,000 | ||||
Unamortized debt discount and issuance costs | (10,781,000) | |||||
Net carrying amount | $ 989,219,000 |
Convertible Notes and Senior _5
Convertible Notes and Senior Notes - Maturity (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Instrument [Line Items] | |
Total | |
Convertible Notes | |
Debt Instrument [Line Items] | |
Remainder of 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] | |
Remainder of 2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 1,700,000 |
Total | $ 1,700,000 |
Net Income (Loss) per Share - C
Net Income (Loss) per Share - Calculation of EPS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator | ||||
Net income (loss) | $ (270,007) | $ 65,649 | $ 243,279 | $ 133,654 |
Denominator | ||||
Weighted-average common shares outstanding (shares) | 768,218 | 798,451 | 774,261 | 798,061 |
Weighted-average restricted stock subject to repurchase (shares) | (1,381) | (1,979) | (1,350) | (2,069) |
Weighted-average shares used to compute basic net income (loss) per share (shares) | 766,837 | 796,472 | 772,911 | 795,992 |
Basic net income (loss) per share attributable to common stockholders (USD per share) | $ (0.35) | $ 0.08 | $ 0.31 | $ 0.17 |
Numerator | ||||
Net income (loss) | $ (270,007) | $ 65,649 | $ 243,279 | $ 133,654 |
Interest expense on convertible notes, net of tax | 0 | 2,852 | 3,655 | 5,242 |
Numerator used to compute diluted net income (loss) per share | $ (270,007) | $ 68,501 | $ 246,934 | $ 138,896 |
Denominator | ||||
Number of shares used in basic computation (shares) | 766,837 | 796,472 | 772,911 | 795,992 |
Weighted-average effect of dilutive securities: | ||||
Convertible notes (shares) | 0 | 55,277 | 55,277 | 55,277 |
RSUs (shares) | 0 | 15,247 | 6,157 | 16,411 |
Stock options (shares) | 0 | 496 | 274 | 625 |
Other (shares) | 0 | 1,688 | 1,042 | 2,317 |
Weighted-average shares used to compute diluted net income (loss) per share (shares) | 766,837 | 869,180 | 835,661 | 870,622 |
Diluted net income (loss) per share attributable to common stockholders (USD per share) | $ (0.35) | $ 0.08 | $ 0.30 | $ 0.16 |
Net Income (Loss) per Share - A
Net Income (Loss) per Share - Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Warrants | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share (in shares) | 31,180 | 43,467 | 31,180 | 43,467 |
Convertible notes | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share (in shares) | 55,277 | 12,287 | 0 | 12,287 |
RSUs | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share (in shares) | 63,021 | 13,119 | 37,887 | 14,239 |
Shares subject to repurchase and others | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share (in shares) | 45,171 | 2,515 | 41,883 | 2,515 |
Stock options | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share (in shares) | 933 | 3 | 18 | 3 |
Net Income (Loss) per Share -_2
Net Income (Loss) per Share - Additional Information (Details) - $ / shares | Jun. 30, 2022 | Apr. 15, 2022 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Exercise price of the warrants (USD per share) | $ 80.20 | $ 210 |
Convertible Notes Due 2024 | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Exercise price of the warrants (USD per share) | 80.20 | |
Convertible Notes Due 2026 | ||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||
Exercise price of the warrants (USD per share) | $ 163.02 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 27 Months Ended | |||||||||
Apr. 15, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2020 | Mar. 31, 2022 | Feb. 28, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Jan. 15, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of rights issued per outstanding share of common stock (in shares) | 1 | ||||||||||||
Shares per right (in shares) | 0.001 | ||||||||||||
Preferred stock, par value (USD per share) | $ 0.000005 | $ 0.000005 | $ 0.000005 | $ 0.000005 | |||||||||
Exercise price of the warrants (USD per share) | $ 210 | $ 80.20 | $ 80.20 | ||||||||||
Stock repurchase program, authorized amount | $ 4,000,000 | $ 2,000,000 | $ 2,000,000 | ||||||||||
Stock repurchased during period (in shares) | 1,900,000 | ||||||||||||
Repurchases of common stock | $ 71,500 | ||||||||||||
Payments for repurchase of common stock | 2,077,759 | $ 495,364 | |||||||||||
Stockholders equity | $ 5,932,481 | $ 7,716,128 | $ 5,932,481 | $ 7,716,128 | $ 7,307,199 | ||||||||
Issuance of common stock upon purchases under employee stock purchase plan (shares) | 1,600,000 | 1,500,000 | 1,600,000 | 1,500,000 | |||||||||
Weighted average purchase price of shares purchased under employee stock purchase plan (in dollars per share) | $ 31.78 | $ 25.69 | $ 31.78 | $ 25.69 | |||||||||
Stock options outstanding (shares) | 900,000 | 900,000 | 1,000,000 | ||||||||||
Gross unamortized stock-based compensation expense related to unvested awards | $ 2,700,000 | $ 2,700,000 | |||||||||||
Unrecognized share-based compensation expense, weighted average recognition period | 3 years 1 month 6 days | ||||||||||||
Additional paid-in capital | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Repurchases of common stock | $ 333,812 | $ 1,273,116 | $ 495,364 | ||||||||||
Purchase of forward contract under accelerated share repurchase program | 600,000 | ||||||||||||
Stockholders equity | 7,096,599 | 8,457,717 | 7,096,599 | 8,457,717 | $ 6,754,093 | $ 8,432,112 | $ 8,551,763 | $ 9,167,138 | |||||
Additional paid-in capital | Revision of Prior Period, Error Correction, Adjustment | Share Repurchase, APIC And Accumulated Deficit Understatement | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stockholders equity | 76,800 | 76,800 | |||||||||||
Accumulated deficit | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Repurchases of common stock | 204,643 | ||||||||||||
Stockholders equity | (963,666) | (647,239) | $ (963,666) | (647,239) | (693,659) | $ (1,002,302) | $ (712,888) | $ (1,125,669) | |||||
Accumulated deficit | Revision of Prior Period, Error Correction, Adjustment | Share Repurchase, APIC And Accumulated Deficit Understatement | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stockholders equity | $ (76,800) | ||||||||||||
Accelerated Repurchase Program | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock repurchase program, authorized amount | $ 2,000,000 | ||||||||||||
Stock repurchased during period (in shares) | 37,800,000 | ||||||||||||
Payments for repurchase of common stock | $ 2,000,000 | ||||||||||||
Purchase of forward contract under accelerated share repurchase program | 600,000 | ||||||||||||
Internal Use Software and Website Development Costs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based compensation, capitalized amount | $ 17,900 | 27,000 | $ 36,600 | 41,500 | |||||||||
Restricted Common Stock | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Equity compensation service period | 4 years | ||||||||||||
Number of unvested restricted common shares (shares) | 1,200,000 | 1,200,000 | 1,600,000 | ||||||||||
PRSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of unvested restricted common shares (shares) | 970,000 | 970,000 | 456,000 | ||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | ||||||||||||
Fair value of stock units vested | $ 500 | 9,400 | $ 7,700 | 9,400 | |||||||||
RSUs | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of unvested restricted common shares (shares) | 63,021,000 | 63,021,000 | 37,394,000 | ||||||||||
Fair value of stock units vested | $ 277,300 | 241,800 | $ 427,100 | 462,500 | |||||||||
Market-based RSU | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of unvested restricted common shares (shares) | 3,103,000 | 3,103,000 | 2,921,000 | ||||||||||
Fair value of stock units vested | $ 1,700 | $ 17,200 | $ 1,700 | $ 17,200 | |||||||||
Market-based RSU | Minimum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 3 years | ||||||||||||
Market-based RSU | Maximum | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 6 years | ||||||||||||
Market-based RSU | Maximum | Executive Officer | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | ||||||||||||
2013 Equity Incentive Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares available for issuance (shares) | 60,000,000 | 60,000,000 | |||||||||||
Outstanding shares of common stock percentage | 5% | ||||||||||||
2013 Employee Stock Purchase Plan | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Number of shares available for issuance (shares) | 11,300,000 | 11,300,000 | |||||||||||
Outstanding shares of common stock percentage | 1% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of PRSUs Activity (Details) - PRSUs | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Shares | |
Unvested and outstanding, beginning of period (shares) | shares | 456,000 |
Additional earned performance shares related to 2021 grants (shares) | shares | 4,000 |
Vested (shares) | shares | (217,000) |
Forfeited or canceled (shares) | shares | (125,000) |
Unvested and outstanding, end of period (shares) | shares | 970,000 |
Weighted- Average Grant- Date Fair Value Per Share | |
Unvested and outstanding, beginning of period (USD per share) | $ 52.89 |
Granted (USD per share) | 46.15 |
Additional earned performance shares related to 2021 grants (USD per share) | 71.22 |
Vested (USD per share) | 48.43 |
Forfeited or canceled (USD per share) | 53.23 |
Unvested and outstanding, end of period (USD per share) | $ 48.01 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of TSR RSUs Activity (Details) | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
PRSUs | |
Shares | |
Unvested and outstanding, beginning of period (shares) | shares | 456,000 |
Granted (shares) | shares | 852,000 |
Vested (shares) | shares | (217,000) |
Forfeited or canceled (shares) | shares | (125,000) |
Unvested and outstanding, end of period (shares) | shares | 970,000 |
Weighted- Average Grant- Date Fair Value Per Share | |
Unvested and outstanding, beginning of period (USD per share) | $ / shares | $ 52.89 |
Granted (USD per share) | $ / shares | 46.15 |
Vested (USD per share) | $ / shares | 48.43 |
Forfeited or canceled (USD per share) | $ / shares | 53.23 |
Unvested and outstanding, end of period (USD per share) | $ / shares | $ 48.01 |
Shares granted, percentage of target level | 100% |
Market-based RSU | |
Shares | |
Unvested and outstanding, beginning of period (shares) | shares | 2,921,000 |
Granted (shares) | shares | 810,000 |
Vested (shares) | shares | (46,000) |
Forfeited or canceled (shares) | shares | (582,000) |
Unvested and outstanding, end of period (shares) | shares | 3,103,000 |
Weighted- Average Grant- Date Fair Value Per Share | |
Unvested and outstanding, beginning of period (USD per share) | $ / shares | $ 31.64 |
Granted (USD per share) | $ / shares | 57.08 |
Vested (USD per share) | $ / shares | 40.26 |
Forfeited or canceled (USD per share) | $ / shares | 37.87 |
Unvested and outstanding, end of period (USD per share) | $ / shares | $ 36.98 |
Shares granted, percentage of target level | 100% |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of RSU Activity Excluding PRSUs and TSR RSUs (Details) - RSUs | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Shares | |
Unvested and outstanding, beginning of period (shares) | shares | 37,394,000 |
Granted (shares) | shares | 42,161,000 |
Vested (shares) | shares | (9,874,000) |
Canceled (shares) | shares | (6,660,000) |
Unvested and outstanding, end of period (shares) | shares | 63,021,000 |
Weighted- Average Grant- Date Fair Value Per Share | |
Unvested and outstanding, beginning of period (USD per share) | $ / shares | $ 48.14 |
Granted (USD per share) | $ / shares | 39.12 |
Vested (USD per share) | $ / shares | 42.72 |
Canceled (USD per share) | $ / shares | 45.55 |
Unvested and outstanding, end of period (USD per share) | $ / shares | $ 43.23 |
Stockholders' Equity - Compensa
Stockholders' Equity - Compensation Expense Allocated (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 282,190 | $ 178,202 | $ 459,453 | $ 289,075 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 19,813 | 13,120 | 32,693 | 21,852 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 167,403 | 103,312 | 274,007 | 168,468 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 50,792 | 36,371 | 79,956 | 57,542 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 44,182 | $ 25,399 | $ 72,797 | $ 41,213 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Contingency [Line Items] | ||||
Provision (benefit) for income taxes | $ (65,897) | $ 15,651 | $ 249,470 | $ (2,350) |
Deferred tax assets, net of valuation allowance | 997,900 | 997,900 | ||
Unrecognized tax benefits | 425,900 | 425,900 | ||
Unrecognized tax benefits, if recognized, would affect the effective tax rate | 325,900 | 325,900 | ||
Foreign Tax Authority | ||||
Income Tax Contingency [Line Items] | ||||
Deferred tax assets, valuation allowance | $ 1,430,000 | $ 1,430,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Nov. 09, 2021 | May 31, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Feb. 28, 2022 | Jan. 15, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | |
Other Commitments [Line Items] | ||||||||
Stock repurchase program, authorized amount | $ 4,000,000,000 | $ 2,000,000,000 | $ 2,000,000,000 | |||||
Federal Trade Commissions | Unfavorable Regulatory Action | ||||||||
Other Commitments [Line Items] | ||||||||
Loss contingency accrual | $ 150,000,000 | |||||||
Amount awarded to other party | $ 150,000,000 | |||||||
Fiduciary Duties | ||||||||
Other Commitments [Line Items] | ||||||||
Period of motion to stay the case | 6 months | |||||||
Litigation settlement accrual | ||||||||
Other Commitments [Line Items] | ||||||||
Payments for Legal Settlements | $ 809,500,000 | |||||||
Senior Notes Due 2030 | Senior Notes | ||||||||
Other Commitments [Line Items] | ||||||||
Debt instrument, principal amount | $ 1,000,000,000 | 1,000,000,000 | ||||||
Remainder of 2022 | 25,800,000 | |||||||
2023 | 50,000,000 | |||||||
2024 | 50,000,000 | |||||||
2025 | 50,000,000 | |||||||
2026 | 50,000,000 | |||||||
Thereafter | 1,180,000,000 | |||||||
Revolving Credit Facility | ||||||||
Other Commitments [Line Items] | ||||||||
Unsecured revolving credit facility | $ 500,000,000 | |||||||
Share repurchases allowed under credit facility | $ 4,000,000,000 |