Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 25, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | TWTR | |
Entity Registrant Name | TWITTER, INC. | |
Entity Central Index Key | 1,418,091 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 761,250,269 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 1,928,929 | $ 1,638,413 |
Short-term investments | 4,027,614 | 2,764,689 |
Accounts receivable, net of allowance for doubtful accounts of $4,147 and $5,430 | 621,943 | 664,268 |
Prepaid expenses and other current assets | 141,274 | 254,514 |
Total current assets | 6,719,760 | 5,321,884 |
Property and equipment, net | 904,027 | 773,715 |
Intangible assets, net | 44,810 | 49,654 |
Goodwill | 1,227,939 | 1,188,935 |
Deferred tax assets, net | 765,708 | 10,455 |
Other assets | 83,948 | 67,834 |
Total assets | 9,746,192 | 7,412,477 |
Current liabilities: | ||
Accounts payable | 116,685 | 170,969 |
Accrued and other current liabilities | 380,567 | 327,333 |
Convertible notes, short-term | 884,435 | |
Capital leases, short-term | 75,959 | 84,976 |
Total current liabilities | 1,457,646 | 583,278 |
Convertible notes, long-term | 1,710,065 | 1,627,460 |
Capital leases, long-term | 37,371 | 81,308 |
Deferred and other long-term tax liabilities, net | 20,732 | 13,240 |
Other long-term liabilities | 67,806 | 59,973 |
Total liabilities | 3,293,620 | 2,365,259 |
Commitments and contingencies (Note 13) | ||
Stockholders' equity: | ||
Preferred stock, $0.000005 par value-- 200,000 shares authorized; none issued and outstanding | ||
Common stock, $0.000005 par value-- 5,000,000 shares authorized; 760,403 and 746,902 shares issued and outstanding | 4 | 4 |
Additional paid-in capital | 8,225,037 | 7,750,522 |
Accumulated other comprehensive loss | (63,093) | (31,579) |
Accumulated deficit | (1,709,376) | (2,671,729) |
Total stockholders' equity | 6,452,572 | 5,047,218 |
Total liabilities and stockholders' equity | $ 9,746,192 | $ 7,412,477 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 4,147 | $ 5,430 |
Preferred stock, par value | $ 0.000005 | $ 0.000005 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.000005 | $ 0.000005 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 760,403,000 | 746,902,000 |
Common stock, shares outstanding | 760,403,000 | 746,902,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |||
Income Statement [Abstract] | ||||||
Revenue | $ 758,111 | $ 589,633 | [1] | $ 2,133,523 | $ 1,711,739 | [1] |
Costs and expenses | ||||||
Cost of revenue | 243,644 | 210,016 | 696,652 | 643,263 | ||
Research and development | 150,764 | 136,115 | 412,684 | 408,014 | ||
Sales and marketing | 193,496 | 172,957 | 559,587 | 527,847 | ||
General and administrative | 78,339 | 63,266 | 218,183 | 203,973 | ||
Total costs and expenses | 666,243 | 582,354 | 1,887,106 | 1,783,097 | ||
Income (loss) from operations | 91,868 | 7,279 | 246,417 | (71,358) | ||
Interest expense | (38,336) | (26,732) | (95,333) | (78,537) | ||
Interest income | 36,067 | 12,028 | 74,208 | 31,034 | ||
Other expense, net | (2,341) | (10,106) | (8,285) | (70,110) | ||
Income (loss) before income taxes | 87,258 | (17,531) | 217,007 | (188,971) | ||
Provision (benefit) for income taxes | (701,921) | 3,564 | (733,286) | 10,171 | ||
Net income (loss) | $ 789,179 | $ (21,095) | $ 950,293 | $ (199,142) | ||
Net income (loss) per share attributable to common stockholders: | ||||||
Basic | $ 1.04 | $ (0.03) | $ 1.26 | $ (0.27) | ||
Diluted | $ 1.02 | $ (0.03) | $ 1.23 | $ (0.27) | ||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: | ||||||
Basic | 756,537 | 736,515 | 752,233 | 729,626 | ||
Diluted | 776,002 | 736,515 | 771,511 | 729,626 | ||
[1] | Prior period amounts have not been adjusted due to adoption of the new revenue standard under the modified retrospective method. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 789,179 | $ (21,095) | $ 950,293 | $ (199,142) |
Other comprehensive income (loss), net of tax: | ||||
Change in unrealized gain (loss) on investments in available-for-sale securities | 594 | 564 | 149 | 404 |
Change in foreign currency translation adjustment | (7,253) | 9,508 | (31,663) | 32,093 |
Net change in accumulated other comprehensive loss | (6,659) | 10,072 | (31,514) | 32,497 |
Comprehensive income (loss) | $ 782,520 | $ (11,023) | $ 918,779 | $ (166,645) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities | ||
Net income (loss) | $ 950,293 | $ (199,142) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization expense | 314,775 | 303,347 |
Stock-based compensation expense | 244,341 | 331,352 |
Amortization of discount on convertible notes | 74,909 | 59,644 |
Changes in bad debt provision | 1,221 | 26 |
Deferred income taxes | (23,072) | (1,343) |
Deferred tax assets valuation allowance release | (725,294) | |
Impairment of investments in privately-held companies | 3,000 | 62,439 |
Other adjustments | (7,059) | (1,278) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | ||
Accounts receivable | 35,389 | 155,598 |
Prepaid expenses and other assets | 103,234 | 4,353 |
Accounts payable | (22,590) | (14,458) |
Accrued and other liabilities | 58,565 | (67,436) |
Net cash provided by operating activities | 1,007,712 | 633,102 |
Cash flows from investing activities | ||
Purchases of property and equipment | (409,913) | (120,583) |
Proceeds from sales of property and equipment | 8,127 | 2,783 |
Purchases of marketable securities | (4,054,312) | (2,020,115) |
Proceeds from maturities of marketable securities | 2,750,427 | 2,023,778 |
Proceeds from sales of marketable securities | 42,131 | 108,818 |
Proceeds from sales of long-lived assets | 35,000 | |
Business combinations, net of cash acquired | (33,572) | |
Other investing activities | (2,175) | (10,927) |
Net cash provided by (used in) investing activities | (1,699,287) | 18,754 |
Cash flows from financing activities | ||
Proceeds from issuance of convertible notes | 1,150,000 | |
Purchases of convertible note hedges | (267,950) | |
Proceeds from issuance of warrants concurrent with note hedges | 186,760 | |
Debt issuance costs | (13,483) | |
Taxes paid related to net share settlement of equity awards | (16,180) | (7,049) |
Payments of capital lease obligations | (69,504) | (80,685) |
Proceeds from exercise of stock options | 3,251 | 7,872 |
Proceeds from issuances of common stock under employee stock purchase plan | 16,337 | 14,019 |
Net cash provided by (used in) financing activities | 989,231 | (65,843) |
Net increase in cash, cash equivalents and restricted cash | 297,656 | 586,013 |
Foreign exchange effect on cash, cash equivalents and restricted cash | (15,211) | 8,798 |
Cash, cash equivalents and restricted cash at beginning of period | 1,673,857 | 1,027,633 |
Cash, cash equivalents and restricted cash at end of period | 1,956,302 | 1,622,444 |
Supplemental disclosures of non-cash investing and financing activities | ||
Common stock issued in connection with acquisitions | 19,165 | |
Equipment purchases under capital leases | 16,086 | 100,633 |
Changes in accrued property and equipment purchases | (28,617) | (23,521) |
Reconciliation of cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows | ||
Cash and cash equivalents | 1,928,929 | 1,586,558 |
Restricted cash included in prepaid expenses and other current assets | 1,690 | 8,616 |
Restricted cash included in other assets | 25,683 | 27,270 |
Cash, cash equivalents and restricted cash at end of period | $ 1,956,302 | $ 1,622,444 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Twitter, Inc. (“Twitter” or the “Company”) was incorporated in Delaware in April 2007, and is headquartered in San Francisco, California. Twitter offers products and services for users, advertisers, developers and platform and data partners. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period. The accompanying interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. Certain prior period amounts have been reclassified to conform to the current period presentation. Recent Accounting Pronouncements Recently adopted accounting pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued a new accounting standard update on revenue recognition from contracts with customers (“Topic 606”). The new guidance replaces all current GAAP guidance on this topic and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company adopted this new accounting standard on January 1, 2018 using the modified retrospective method. See Note 2 – Revenue for further details. In January 2016, the FASB issued a new accounting standard update on the classification and measurement of financial instruments. The new guidance principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. The Company adopted this new accounting standard prospectively for its non-marketable equity securities during the three months ended March 31, 2018. The Company has elected to use the measurement alternative for its non-marketable equity securities, defined as cost adjusted for changes from observable transactions for identical or similar investments of the same issuer, less impairment. non-marketable equity securities In August 2016, the FASB issued a new accounting standard update on the statement of cash flows. The new guidance clarifies classification of certain cash receipts and cash payments in the statement of cash flows. The Company adopted this new accounting standard retrospectively during the three months ended March 31, 2018 and the adoption did not have a material impact on the Company’s financial statements. In October 2016, the FASB issued a new accounting standard update on simplifying the accounting for income taxes related to intra-entity asset transfers. The new guidance requires an entity to recognize the tax expense from the sale of an asset in the seller’s tax jurisdiction when the transfers occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. The Company adopted this new accounting standard on January 1, 2018 using the modified retrospective method. Upon adoption, the Company recognized an additional deferred tax asset of $29.5 million related to a prior period intra-entity transfer, which was offset by a full valuation allowance. Therefore, the recognition of the deferred tax asset upon adoption did not have an impact on the Company’s accumulated deficit. See Note 12 – Income Taxes for further details. In November 2016, the FASB issued a new accounting standard update on the presentation of restricted cash in the statement of cash flows. The new guidance requires an entity to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows, and an entity will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company adopted this new accounting standard retrospectively during the three months ended March 31, 2018. As a result of the adoption, net cash provided by investing activities was adjusted to exclude the changes in restricted cash, resulting in a decrease of $3.2 million in the previously-reported amount for the nine months ended September 30, 2017. Restricted cash balances are primarily cash deposits secured against letters of credit related to certain property leases. In January 2017, the FASB issued a new accounting standard update on narrowing the definition of a business. The new guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs. The Company adopted this new accounting standard retrospectively during the three months ended March 31, 2018 and the adoption did not have a material impact on the Company’s financial statements. Recently issued accounting pronouncements not yet adopted In February 2018, the FASB issued a new accounting standard update to give entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax reform to retained earnings (accumulated deficits). The new guidance also requires entities to make additional disclosures, regardless of whether reclassification of tax effects is elected. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard update on its financial statements and related disclosures. In February 2016, the FASB issued a new accounting standard update on leases. The new guidance requires lessees to recognize right-of-use assets and lease liabilities for operating leases, initially measured at the present value of the lease payments, on the balance sheet. In addition, it requires lessees to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. In July 2018, the FASB issued updated guidance which allows an additional transition method to adopt the new lease standard at the adoption date, as compared to the beginning of the earliest period presented, and recognize a cumulative-effect adjustment to the beginning balance of retained earnings in the period of adoption. The Company plans to elect this transition method on January 1, 2019. The Company is evaluating the impact of adopting these new accounting standard updates on the financial statements and related disclosures. The Company anticipates this new guidance will materially impact its financial statements, given the Company has a significant number of operating leases. In August 2018, the FASB issued a new accounting standard update which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The update eliminates the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and introduces a requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company plans to adopt this new accounting standard on January 1, 2020. Adoption is not expected to have a material impact on the Company’s financial statements and related disclosures. In August 2018, the FASB issued a new accounting standard update requiring a customer in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard update on its financial statements and related disclosures. With the exception of the standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2018, 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, 2017, that are of significance or potential significance to the Company. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 2. Revenue Adoption of ASC Topic 606, "Revenue from Contracts with Customers" On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts not yet substantially completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under the new revenue standard, while prior period amounts are not adjusted and continue to be reported in accordance with the Company's historical accounting practices. 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 addresses of the customers. The following table sets forth revenue by services and revenue by geographic area (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 (1) 2018 2017 (1) Revenue by services: Advertising services $ 649,816 $ 502,802 $ 1,826,032 $ 1,465,730 Data licensing and other 108,295 86,831 307,491 246,009 Total revenue $ 758,111 $ 589,633 $ 2,133,523 $ 1,711,739 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 (1) 2018 2017 (1) Revenue by geographic area: United States $ 423,443 $ 332,092 $ 1,136,670 $ 1,007,351 Japan 130,425 90,608 369,470 237,455 Rest of World 204,243 166,933 627,383 466,933 Total revenue $ 758,111 $ 589,633 $ 2,133,523 $ 1,711,739 (1) Revenue Recognition Accounting Policy The Company generates the substantial majority of its revenue from the sale of advertising services with the balance from data licensing and other arrangements. The Company generates its advertising revenue primarily from the sale of its Promoted Products: (i) Promoted Tweets, (ii) Promoted Accounts and (iii) Promoted Trends. Promoted Tweets and Promoted Accounts are pay-for-performance advertising products or pay on impressions delivered, each priced through an auction. Promoted Trends are featured by geography and offered on a fixed-fee-per-day basis. Advertisers are obligated to pay when a user engages with a Promoted Tweet, follows a Promoted Account, when an impression is delivered, or when a Promoted Trend is displayed. These advertising services may be sold in combination as a bundled arrangement or separately on a stand-alone basis. For the Company's Promoted Product arrangements, significant judgments are (i) determining whether the Company is the principal or the agent in arrangements where another party is involved in providing specified services to a customer, (ii) identifying the performance obligations in the contract, (iii) determining the basis for allocating contract consideration to performance obligations, and (iv) estimating the transaction price to be allocated for contracts with tiered rebate provisions. The Company may generate revenue from the sale of certain Promoted Tweets through placement by Twitter of advertiser ads against third-party publisher content. The Company will pay the third-party publisher a revenue share fee for its right to monetize their content. In such transactions, advertisers are contracting to obtain a single integrated advertising service, the Promoted Tweet combined with the third-party publisher content, and the Company obtains control of the third-party publisher content displayed on Twitter that it then combines with the advertiser ads within the Promoted Tweet. Therefore, the Company reports advertising revenue generated from these transactions on a gross basis and records the related third-party content monetization fees as cost of revenue. The Company also generates advertising revenue by selling services in which the Company places ads on third-party publishers’ websites, applications or other offerings. To fulfill these transactions, the Company purchases advertising inventory from third-party publishers’ websites and applications where the Company has identified the advertisers’ targeted audience and therefore incurs traffic acquisition costs prior to transferring the advertising service to its customers. At such point, the Company has the sole ability to monetize the third-party publishers advertising inventory. In such transactions, the Company obtains control of a right to a service to be performed by the third-party publishers, which gives the Company the ability to direct those publishers to provide the services to the Company's customers on the Company's behalf. Therefore, the Company reports advertising revenue generated from these transactions on a gross basis and records the related traffic acquisition costs as cost of revenue. Fees for the advertising services above are recognized in the period when advertising is delivered as evidenced by a user engaging with a Promoted Tweet or an ad on a third-party publisher website or application in a manner satisfying the types of engagement selected by the advertisers, such as Tweet engagements (e.g., retweets, replies and likes), website clicks, mobile application installs or engagements, obtaining new followers, or video views, following a Promoted Account, delivery of impressions, or through the display of a Promoted Trend on the Company's platform. The Company has concluded that data licensing arrangements, which grant customers a right to access Twitter intellectual property for a defined period of time, may contain a single performance obligation or may contain multiple performance obligations satisfied over the same period of time. In some of the Company's data licensing arrangements, pricing is a fixed monthly fee over a specified term. In such arrangements, data licensing revenue is recognized on a straight-line basis over the period in which the Company provides data access. In other data licensing arrangements, the Company charges customers based on the amount of sales they generate from downstream customers using Twitter data. Certain of those royalty-based data licensing arrangements are subject to minimum guarantees. The Company recognizes revenue for minimum guarantees on a straight-line basis over the period in which the Company provides data access. Royalties in excess of minimum guarantees, if any, are recognized as revenue in the period that the related downstream sales occur. Other revenue is primarily generated from service fees from transactions completed on the Company's mobile ad exchange. The Company's mobile ad exchange enables buyers and sellers to purchase and sell advertising inventory by matching them in the exchange. The Company has determined it is not the principal in the purchase and sale of advertising inventory in transactions between third-party buyers and sellers on the exchange because the Company does not obtain control of the advertising inventory. The Company reports revenue related to its ad exchange services on a net basis for the fees paid by buyers, net of costs related to acquiring the advertising inventory paid to sellers. Arrangements involving multiple performance obligations primarily consist of combinations of the Company's pay-for-performance products, Promoted Tweets and Promoted Accounts, which are priced through an auction, and Promoted Trends, which are priced on a fixed-fee-per day, per geography basis. For arrangements that include a combination of these products, the Company develops an estimate of the standalone selling price for these products in order to allocate any potential discount to all performance obligations in the arrangement. The estimate of standalone selling price for pay-for-performance auction based products is determined based on the winning bid price. The estimate of standalone selling price for Promoted Trends is based on Promoted Trends sold on a standalone basis and/or separately priced in a bundled arrangement by reference to a list price by geography, which is updated and approved periodically. For other arrangements involving multiple performance obligations where neither auction pricing nor standalone sales provide sufficient evidence of standalone selling price, the Company estimates standalone selling price using either an adjusted market assessment approach or an expected cost plus margin approach. The Company believes the use of its estimation approach and allocation of the transaction price on a relative standalone selling price basis to each performance obligation results in revenue recognition in a manner consistent with the underlying economics of the transaction and the allocation principle included in Topic 606. Impact of Adoption The Company recorded a net reduction to opening accumulated deficit of $12.1 million, an increase to unbilled revenue of $8.0 million, and a reduction to deferred revenue of $4.1 million as of January 1, 2018 due to the cumulative impact of adopting Topic 606, with the impact primarily related to its data licensing arrangements. As a result of applying the new standard, the impact for the three months ended September 30, 2018 was an increase to revenue of $3.1 million, and an increase to unbilled revenue of $3.1 million. The impact for the nine months ended September 30, 2018 was an increase to revenue of $12.7 million, an increase to unbilled revenue of $10.6 million, and a reduction to deferred revenue of $2.1 million, with the impact primarily related to the Company’s data licensing arrangements. Practical Expedients and Exemptions The Company expenses sales commissions as incurred when the amortization period is one year or less. Sales commission expenses are recorded within sales and marketing in the consolidated statements of operations. The Company applied the practical expedient to not disclose the value of remaining performance obligations not yet satisfied as of period end for contracts with an original expected duration of one year or less. The Company applied the practical expedient to not disclose the value of remaining performance obligations not yet satisfied as of period end for variable consideration in the form of sales-based royalties promised in exchange for access licenses to its intellectual property in data licensing contracts. 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 billing date) or deferred revenue (customer payment is received in advance of performance). Deferred Revenue (Contract Liabilities) The Company records deferred revenue within accrued and other current liabilities in the consolidated balance sheets. 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 access. 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. Unbilled Revenue (Contract Assets) The Company records unbilled revenue within prepaid expenses and other current assets and other assets in the consolidated balance sheets. 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 exceeds amounts the Company has a right to bill during early portions of such contracts, resulting in unbilled revenue. The following table presents contract balances (in thousands): January 1, September 30, 2018 2018 Unbilled Revenue $ 7,980 $ 19,138 Deferred Revenue $ 25,869 $ 50,739 The amount of revenue recognized in the three and nine months ended September 30, 2018 that was included in the opening deferred revenue balance was $22.3 million and $25.9 million, respectively. This revenue consists primarily of revenue recognized as a result of the utilization of bonus media inventory earned by and material rights provided to customers in prior periods. The amount of revenue recognized from obligations satisfied (or partially satisfied) in prior periods was not material. The increase in unbilled revenue balance from January 1, 2018 to September 30, 2018 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 deferred revenue balance from January 1, 2018 to September 30, 2018 was primarily due to cash payments due in advance of satisfying the Company’s performance obligations relating to data licensing contracts and bonus and make good media inventory offered to customers during the period, offset by the utilization of such media inventory issued in prior periods. Remaining Performance Obligations As of September 30, 2018, the aggregate amount of the transaction price allocated to remaining performance obligations in contracts with an original expected duration exceeding one year is $522.8 million. This total amount primarily consists of long-term data licensing contracts and excludes deferred revenue related to the Company’s short-term Promoted Products arrangements. The Company expects to recognize this amount as revenue over the following time periods (in thousands): Remaining Performance Obligations Remainder of 2020 and Total 2018 2019 Thereafter Revenue expected to be recognized on remaining performance obligations $ 522,765 $ 52,280 $ 188,569 $ 281,916 |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-term Investments | 9 Months Ended |
Sep. 30, 2018 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Short-term Investments | Note 3. Cash, Cash Equivalents and Short-term Investments Cash, cash equivalents and short-term investments consist of the following (in thousands): September 30, December 31, 2018 2017 Cash and cash equivalents: Cash $ 227,693 $ 301,684 Money market funds 1,154,954 981,681 Corporate notes, commercial paper and certificates of deposit 546,282 355,048 Total cash and cash equivalents $ 1,928,929 $ 1,638,413 Short-term investments: U.S. government and agency securities including treasury bills $ 1,172,126 $ 1,064,957 Corporate notes, commercial paper and certificates of deposit 2,855,488 1,699,732 Total short-term investments $ 4,027,614 $ 2,764,689 The contractual maturities of securities classified as available-for-sale as of September 30, 2018 were as follows (in thousands): September 30, 2018 Due within one year $ 3,122,955 Due after one year through five years 904,659 Total $ 4,027,614 The following tables summarize unrealized gains and losses related to available-for-sale securities classified as short-term investments on the Company’s consolidated balance sheets (in thousands): September 30, 2018 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 1,173,045 $ 85 $ (1,004 ) $ 1,172,126 Corporate notes, commercial paper and certificates of deposit 2,857,947 424 (2,883 ) 2,855,488 Total available-for-sale securities classified as short-term investments $ 4,030,992 $ 509 $ (3,887 ) $ 4,027,614 December 31, 2017 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 1,067,047 $ 133 $ (2,223 ) $ 1,064,957 Corporate notes, commercial paper and certificates of deposit 1,701,168 72 (1,508 ) 1,699,732 Total available-for-sale securities classified as short-term investments $ 2,768,215 $ 205 $ (3,731 ) $ 2,764,689 The gross unrealized loss on securities in a continuous loss position for 12 months or longer was not material as of September 30, 2018 and December 31, 2017. Investments are reviewed periodically to identify possible other-than-temporary impairments. No impairment loss has been recorded on the securities included in the tables above as the Company believes that the decrease in fair value of these securities is temporary and expects to recover the initial cost of investment for these securities. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements The Company measures its cash equivalents, short-term investments and derivative financial instruments at fair value. The Company classifies its cash equivalents, short-term investments and derivative financial instruments within Level 1 or Level 2 because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The fair value of the Company’s Level 1 financial assets is based on quoted market prices of the identical underlying security. The fair value of the Company’s Level 2 financial assets is based on inputs that are directly or indirectly observable in the market, including the readily-available pricing sources for the identical underlying security that may not be actively traded. The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 based on the three-tier fair value hierarchy (in thousands): September 30, 2018 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 1,154,954 $ — $ — $ 1,154,954 Commercial paper — 527,187 — 527,187 Certificates of deposit — 19,095 — 19,095 Short-term investments: Treasury bills — 288,398 — 288,398 U.S. government securities — 603,847 — 603,847 Agency securities — 279,881 — 279,881 Corporate notes — 1,359,553 — 1,359,553 Commercial paper — 729,248 — 729,248 Certificates of deposit — 766,687 — 766,687 Other current assets: Foreign currency contracts — 3,460 — 3,460 Total $ 1,154,954 $ 4,577,356 $ — $ 5,732,310 Liabilities Other current liabilities: Foreign currency contracts — 1,379 — 1,379 Total $ — $ 1,379 $ — $ 1,379 December 31, 2017 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 981,681 $ — $ — $ 981,681 Commercial paper — 346,968 — 346,968 Certificates of deposit — 8,080 — 8,080 Short-term investments: U.S. government securities — 669,552 — 669,552 Agency securities — 395,405 — 395,405 Corporate notes — 745,915 — 745,915 Commercial paper — 299,675 — 299,675 Certificates of deposit — 654,142 — 654,142 Other current assets: Foreign currency contracts — 2,237 — 2,237 Total $ 981,681 $ 3,121,974 $ — $ 4,103,655 Liabilities Other current liabilities: Foreign currency contracts — 601 — 601 Total $ — $ 601 $ — $ 601 In June 2018, the Company issued $1.15 billion principal amount of 0.25% convertible senior notes due in 2024 in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act of 1933, as amended. In 2014, the Company issued $935.0 million principal amount of 0.25% convertible senior notes due in 2019 (the “2019 Notes”) and $954.0 million principal amount of 1.00% convertible senior notes due in 2021 (the “2021 Notes” and together with the 2019 Notes and the 2024 Notes, the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Refer to Note 9 – Convertible Notes for further details on the Notes. The estimated fair value of the 2019 Notes, 2021 Notes, and 2024 Notes, based on a market approach as of September 30, 2018 was approximately $905.7 million, $879.1 million, and $1.01 billion, respectively, which represents a Level 2 valuation. The estimated fair value was determined based on the estimated or actual bids and offers of the Notes in an over-the-counter market on the last business day of the period. Derivative Financial Instruments The Company enters into foreign currency forward contracts with financial institutions to reduce the risk that its earnings may be adversely affected by the impact of exchange rate fluctuations on monetary assets or liabilities denominated in currencies other than the functional currency of a subsidiary. These contracts do not subject the Company to material balance sheet risk due to exchange rate movements because gains and losses on these derivatives are intended to offset gains and losses on the hedged foreign currency denominated assets and liabilities. These foreign currency forward contracts are not designated as hedging instruments. The Company recognizes these derivative instruments as either assets or liabilities in the consolidated balance sheets at fair value based on a Level 2 valuation. The Company records changes in the fair value (i.e., gains or losses) of the derivatives as other expense, net in the consolidated statements of operations. The notional principal of foreign currency contracts outstanding was equivalent to $460.2 million and $326.1 million at September 30, 2018 and December 31, 2017, respectively. The fair values of outstanding derivative instruments for the periods presented on a gross basis are as follows (in thousands): September 30, December 31, Balance Sheet Location 2018 2017 Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 3,460 $ 2,237 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities $ 1,379 $ 601 The Company recognized $1.2 million of net gains and $5.4 million of net losses on its foreign currency contracts in the three and nine months ended September 30, 2018, respectively. The Company recognized $2.7 million and $5.1 million of net gains on its foreign currency contracts in the three and nine months ended September 30, 2017, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 5. Property and Equipment, Net The following table presents the detail of property and equipment, net for the periods presented (in thousands): September 30, December 31, 2018 2017 Property and equipment, net Equipment $ 1,284,545 $ 1,091,672 Furniture and leasehold improvements 319,113 314,852 Capitalized software 523,811 472,147 Construction in progress 105,045 49,417 Total 2,232,514 1,928,088 Less: Accumulated depreciation and amortization (1,328,487 ) (1,154,373 ) Property and equipment, net $ 904,027 $ 773,715 The Company reviews the remaining estimated useful lives of its property and equipment on an ongoing basis. Management is required to use judgment in determining the estimated useful lives of such assets. Changes in circumstances such as technological advances, changes to the Company’s business model, changes in the Company’s business strategy, or changes in the planned use of property and equipment could result in the actual useful lives differing from the Company’s current estimates. In cases where the Company determines that the estimated useful life of property and equipment should be shortened or extended, the Company would depreciate the remaining net book value at the time of the change in excess of the estimated salvage value over its revised remaining useful life. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6. Goodwill and Intangible Assets The following table presents the goodwill activities for the periods presented (in thousands): Goodwill Balance as of December 31, 2017 $ 1,188,935 Acquisition 44,014 Foreign currency translation adjustment and other (5,010 ) Balance as of September 30, 2018 $ 1,227,939 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 Value Amortization Value September 30, 2018: Patents and developed technologies $ 102,378 $ (58,653 ) $ 43,725 Publisher and advertiser relationships 9,300 (8,215 ) 1,085 Total $ 111,678 $ (66,868 ) $ 44,810 December 31, 2017: Patents and developed technologies $ 93,511 $ (46,337 ) $ 47,174 Publisher and advertiser relationships 9,300 (6,820 ) 2,480 Total $ 102,811 $ (53,157 ) $ 49,654 Amortization expense associated with intangible assets for the three months ended September 30, 2018 and 2017 was $4.4 million and $11.1 million, respectively, and for the nine months ended September 30, 2018 and 2017 was $14.2 million and $41.6 million, respectively. Estimated future amortization expense as of September 30, 2018 is as follows (in thousands): Remainder of 2018 $ 4,380 2019 13,187 2020 8,459 2021 5,867 2022 4,290 Thereafter 8,627 Total $ 44,810 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Payables And Accruals [Abstract] | |
Accrued and Other Current Liabilities | Note 7. Accrued and Other Current Liabilities The following table presents the detail of accrued and other current liabilities for the periods presented (in thousands): September 30, December 31, 2018 2017 Accrued compensation $ 134,876 $ 98,553 Accrued tax liabilities 36,486 36,097 Accrued publisher, content and ad network costs 30,346 32,462 Deferred revenue 50,739 27,824 Accrued other 128,120 132,397 Total $ 380,567 $ 327,333 |
Acquisition And Other Investmen
Acquisition And Other Investments | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition and Other Investments | Note 8. Acquisitions and Other Investments 2018 Acquisition During the nine months ended September 30, 2018, the Company acquired a company, which was accounted for as a business combination. The purchase price of $53.7 million (paid in shares of the Company’s common stock having a total fair value of $19.1 million and cash of $34.6 million) for this acquisition was allocated as follows: $9.3 million to developed technology, $0.4 million to net tangible assets acquired based on their estimated fair value on the acquisition date, and the excess $44.0 million of the purchase price over the fair value of net assets acquired to goodwill. The goodwill from the acquisition is mainly attributable to assembled workforce, expected synergies and other benefits. The results of operations for this acquisition have been included in the Company’s consolidated statements of operations since the date of acquisition. Actual and pro forma revenue and results of operations for this acquisition have not been presented because they do not have a material impact on the consolidated revenue and results of operations. Investments in Privately-Held Companies The Company makes strategic investments in privately-held companies. The Company also evaluates each investee to determine if the investee is a variable interest entity and, if so, whether the Company is the primary beneficiary of the variable interest entity. The Company has determined, as of September 30, 2018, there were no variable interest entities required to be consolidated in the Company’s consolidated financial statements. The Company’s investments in privately-held companies are primarily non-marketable equity securities without readily determinable fair values. Prior to January 1, 2018, the Company accounted for its non-marketable equity securities at cost less impairment. Realized gains and losses on non-marketable securities sold or impaired were recognized in other income (expense), net. On January 1, 2018, the Company adopted the new standard which changed the way it accounts for non-marketable securities. The Company now adjusts the carrying value of its non-marketable equity securities to fair value upon observable transactions for identical or similar investments of the same issuer or upon impairment (referred to as the measurement alternative). All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), net. The Company’s non-marketable equity securities had a carrying value of $24.6 million as of September 30, 2018 and $27.6 million as of December 31, 2017. The maximum loss the Company can incur for its investments is their carrying value. These investments in privately-held companies are included within Other Assets on the consolidated balance sheets. The Company periodically evaluates the carrying value of the investments in privately-held companies when events and circumstances indicate that the carrying amount of the investment may not be recovered. The Company estimates the fair value of the investments to assess whether impairment losses shall be recorded using Level 3 inputs. These investments include the Company’s holdings in privately-held companies that are not exchange traded and therefore not supported with observable market prices; hence, the Company may determine the fair value by reviewing equity valuation reports, current financial results, long-term plans of the privately-held companies, the amount of cash that the privately-held companies have on-hand, the ability to obtain additional financing and overall market conditions in which the privately-held companies operate or based on the price observed from the most recent completed financing. No impairment charge was recorded in the three months ended September 30, 2018. In the nine months ended September 30, 2018, the Company recorded a $3.0 million In the three and nine months ended September 30, 2017, the Company recorded a $7.4 million and $62.4 million impairment charge, respectively, within other expense, net in the consolidated statements of operations |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 9. Convertible Notes 2024 Notes In June 2018, the Company issued $1.15 billion in principal amount of the 2024 Notes in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act of 1933, as amended. The total net proceeds from this offering were approximately $1.14 billion, after deducting $12.3 million of debt issuance costs in connection with the 2024 Notes. The 2024 Notes represent senior unsecured obligations of the Company. The interest rate is fixed at 0.25% per annum and are payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2018. Each $1,000 of principal of these notes will initially be convertible into 17.5001 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $57.14 per share, subject to adjustment upon the occurrence of specified events. Holders of these notes may convert their notes at their option at any time on or after March 15, 2024 until close of business on the second scheduled trading day immediately preceding the maturity date of June 15, 2024. Further, 1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2018 (and only during such calendar quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 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 2024 Notes) per $1,000 principal amount of notes for each trading day of the 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 notes on each such trading day; or 3) upon the occurrence of certain specified corporate events. Upon conversion of the 2024 Notes, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of its common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value (as set forth in the indenture governing the 2024 Notes) calculated on a proportionate basis for each trading day in a 30 trading day observation period. If a fundamental change (as defined in the indenture governing the 2024 Notes) occurs prior to the maturity date, holders of the 2024 Notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount of the notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. In addition, if specific corporate events occur prior to the maturity date of the 2024 Notes, the Company will be required to increase the conversion rate for holders who elect to convert their notes in certain circumstances. In accordance with accounting guidance on embedded conversion features, the Company valued and bifurcated the conversion option associated with the 2024 Notes from the respective host debt instrument, which is referred to as debt discount, and initially recorded the conversion option of $255.0 million for the 2024 Note in stockholders’ equity. The resulting debt discount on the 2024 Notes is amortized to interest expense at an effective interest rate of 4.46% over the contractual terms of the Notes. The Company allocated $2.7 million of debt issuance costs to the equity component and the remaining debt issuance costs of $9.6 million are amortized to interest expense under the effective interest rate method over the contractual terms of the notes. Concurrently with the offering of the 2024 Notes in June 2018, 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. The total cost of the convertible note hedge transactions was $268.0 million. In addition, the Company sold warrants to certain bank counterparties whereby the holders of the warrants have the option to purchase initially (subject to adjustment for certain specified events) a total of approximately 20.1 million shares of the Company’s common stock at a price of $80.20. The Company received $186.8 million in cash proceeds from the sale of these warrants. 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 these notes and to effectively increase the overall conversion price from approximately $57.14 to $80.20 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost incurred in connection with the convertible note hedge and warrant transactions was recorded as a reduction to additional paid-in capital in the consolidated balance sheet as of September 30, 2018. 2019 Notes and 2021 Notes In 2014, the Company issued $935.0 million principal amount of 2019 Notes and $954.0 million principal amount of 2021 Notes. The total net proceeds from this offering were approximately $1.86 billion, after deducting $28.3 million of debt discount and $0.5 million debt issuance costs in connection with the 2019 Notes and the 2021 Notes. The interest rates are fixed at 0.25% and 1.00% per annum for the 2019 Notes and the 2021 Notes, respectively, and are payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2015. The Notes consisted of the following (in thousands): September 30, 2018 December 31, 2017 2019 Notes 2021 Notes 2024 Notes 2019 Notes 2021 Notes Principal amounts: Principal $ 935,000 $ 954,000 $ 1,150,000 $ 935,000 $ 954,000 Unamortized debt discount and issuance costs (1) (50,565 ) (141,177 ) (252,758 ) (88,359 ) (173,181 ) Net carrying amount $ 884,435 $ 812,823 $ 897,242 $ 846,641 $ 780,819 Carrying amount of the equity component (2) $ 222,826 $ 283,283 $ 254,981 $ 222,826 $ 283,283 (1) (2) During the three months ended September 30, 2018 and 2017, the Company recognized $33.6 million and $22.5 million, respectively, of interest expense related to the amortization of debt discount and issuance costs prior to capitalization of interest, and $3.8 million and $3.0 million, respectively, of coupon interest expense. During the nine months ended September 30, 2018 and 2017, the Company recognized $81.6 million and $66.0 million, respectively, of interest expense related to the amortization of debt discount and issuance costs prior to capitalization of interest, and $9.8 million and $8.9 million, respectively, of coupon interest expense. As of September 30, 2018, the remaining life of the 2019 Notes, 2021 Notes, and 2024 Notes is approximately 11 months, 35 months, and 68 months, respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 10. Net Income (Loss) per Share Basic net income (loss) per share is computed by dividing total net income (loss) attributable to common stockholders by the weighted-average common shares outstanding during the period. The weighted-average common shares outstanding is adjusted for shares subject to repurchase such as unvested restricted stock granted to employees in connection with acquisitions, contingently returnable shares and escrowed shares supporting indemnification obligations that are issued in connection with acquisitions and unvested stock options exercised. Diluted net income (loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding, during the period, including potential dilutive common stock instruments. In the three and nine months ended September 30, 2017, the Company’s potential common stock instruments such as stock options, restricted stock units (RSUs), shares to be purchased under the 2013 Employee Stock Purchase Plan (ESPP), shares subject to repurchases, conversion feature of the Notes and the warrants were not included in the computation of diluted net income (loss) per share as the effect of including these shares in the calculation would have been anti-dilutive. The following table presents the calculation of basic and diluted net income (loss) per share for periods presented (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Basic net income (loss) per share: Numerator Net income (loss) $ 789,179 $ (21,095 ) $ 950,293 $ (199,142 ) Denominator Weighted-average common shares outstanding 759,322 740,290 754,866 733,698 Weighted-average restricted stock subject to repurchase (2,785 ) (3,775 ) (2,633 ) (4,072 ) Weighted-average shares used to compute basic net income (loss) per share 756,537 736,515 752,233 729,626 Basic net income (loss) per share attributable to common stockholders $ 1.04 $ (0.03 ) $ 1.26 $ (0.27 ) Dilutive net income (loss) per share: Numerator Net income (loss) $ 789,179 $ (21,095 ) $ 950,293 $ (199,142 ) Denominator Number of shares used in basic computation 756,537 736,515 752,233 729,626 Weighted-average effect of dilutive securities: RSUs 14,301 — 14,289 — Stock options 2,709 — 2,727 — Other 2,455 — 2,262 — Weighted-average shares used to compute diluted net income (loss) per share 776,002 736,515 771,511 729,626 Dilutive net income (loss) per share attributable to common stockholders $ 1.02 $ (0.03 ) $ 1.23 $ (0.27 ) The following number of potential common shares at the end of each period were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 RSUs 3,928 32,153 15,534 32,153 Warrants 44,454 24,329 44,454 24,329 Stock options 21 5,002 844 5,002 Shares subject to repurchase and others 1,790 6,133 2,436 6,133 Since the Company expects to settle the principal amount of the outstanding Notes in cash, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. For the 2019 Notes and 2021 Notes, the conversion spread of 24.3 million shares will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s common stock for a given period exceeds the conversion price of $77.64 per share. For the 2024 Notes, the conversion spread of 20.1 million shares will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s common stock for a given period exceeds the conversion price of $57.14 per share. If the average market price of the common stock exceeds the exercise price of the warrants, $105.28 for the 2019 Notes and 2021 Notes, and $80.20 for the 2024 Notes, the warrants will have a dilutive effect on the earnings per share assuming that the Company is profitable. Since the average market price of the common stock is below $80.20 for all periods presented, all of the warrants are anti-dilutive. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | Note 11. Stockholders’ Equity Equity Incentive Plans The Company’s 2013 Equity Incentive Plan became effective upon the completion of the Company’s initial public offering and serves as the successor to the 2007 Equity Incentive Plan. Initially, 68.3 million shares were reserved under the 2013 Equity Incentive Plan and any shares subject to options or other similar awards granted under the 2007 Equity Incentive Plan that expire, are forfeited, are repurchased by the Company or otherwise terminate unexercised will become available under the 2013 Equity Incentive Plan. The number of shares of the Company’s common stock available for issuance under the 2013 Equity Incentive Plan were and will be increased on the first day of each fiscal year beginning with the 2014 fiscal year, in an amount equal to the least of (i) 60,000,000 shares, (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year or (iii) such number of shares determined by the Company’s Board of Directors. No additional awards were issued under the 2007 Equity Incentive Plan or the 2016 Equity Incentive Plan during the three and nine months ended September 30, 2018. Employee Stock Purchase Plan The number of shares available for sale under the ESPP were and will be increased on the first day of each fiscal year beginning with the 2014 fiscal year, in an amount equal to the least of (i) 11.3 million shares, (ii) 1% of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year or (iii) such other amount as determined by the Company’s Board of Directors. During the nine months ended September 30, 2018, employees purchased an aggregate of 1.0 million shares under the ESPP at a weighted-average price of $16.51 per share. During the nine months ended September 30, 2017, employees purchased an aggregate of 1.1 million shares under the ESPP at a weighted-average price of $12.43 per share. Restricted Common Stock The Company has granted restricted common stock to certain continuing employees in connection with certain of its acquisitions. Vesting of this stock is dependent on the respective employee’s continued employment at the Company during the requisite service period, which is generally up to four years from the issuance date, and the Company has the right to repurchase the unvested shares upon termination of employment. The fair value of the restricted common stock issued to employees is recorded as compensation expense on a straight-line basis over the requisite service period. During the nine months ended September 30, 2018, the Company granted 0.7 million shares of restricted common stock with a weighted-average grant date fair value of $25.62 per share in connection with an acquisition. Stock Option Activity The Company had 3.8 million and 4.8 million shares of stock options outstanding as of September 30, 2018 and December 31, 2017, respectively. The Company’s stock option activity was not material during the nine months ended September 30, 2018. 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, approximately one year (PRSUs). These PRSUs are granted when the annual performance targets are set and the awards are approved by the Compensation Committee of the Board of Directors, generally in the first quarter of each financial year. The following table summarizes the activity related to the Company’s PRSUs for the nine months ended September 30, 2018 (in thousands, except per share data): PRSUs Outstanding Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2017 346 $ 15.39 Granted (100% target level) 519 $ 35.25 Additional earned performance shares related to 2017 grants 300 $ 15.39 Vested (187% target level) (646 ) $ 15.39 Unvested and outstanding at September 30, 2018 519 $ 35.25 The total fair value of PRSUs vested during the nine months ended September 30, 2018 was $20.4 million. The Company also grants restricted stock units to certain of its executive officers that vest based on Twitter stock price performance relative to a broad-market index over a performance period of two calendar years and the executives’ continued employment through the vesting date (TSR RSUs). The following table summarizes the activity related to the Company’s TSR RSUs for the nine months ended September 30, 2018 (in thousands, except per share data): TSR RSUs Outstanding Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2017 146 $ 13.02 Granted (100% target level) 414 $ 53.71 Canceled (14 ) $ 13.02 Unvested and outstanding at September 30, 2018 546 $ 43.87 In addition, there are 1,608,311 additional PRSUs and TSR RSUs at the 100% target level that will vest based on performance goals and Total Shareholder Return (TSR) targets to be granted in 2019 and 2020 at target levels from 0% to 200%. RSU Activity The following table summarizes the activity related to the Company’s RSUs, excluding PRSUs and TSR RSUs, for the nine months ended September 30, 2018. 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 Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2017 33,123 $ 19.80 Granted 18,035 $ 30.45 Vested (11,097 ) $ 21.69 Canceled (5,330 ) $ 22.53 Unvested and outstanding at September 30, 2018 34,731 $ 24.31 The total fair value of RSUs vested during the three months ended September 30, 2018 and 2017 was $126.3 million and $88.3 million, respectively, and $338.4 million and $275.3 million during the nine months ended September 30, 2018 and 2017, respectively. Stock-Based Compensation Expense Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Cost of revenue $ 4,247 $ 5,625 $ 12,384 $ 17,830 Research and development 53,195 57,174 140,210 185,185 Sales and marketing 19,634 22,433 52,681 68,216 General and administrative 14,530 15,727 39,066 60,121 Total stock-based compensation expense $ 91,606 $ 100,959 $ 244,341 $ 331,352 The Company capitalized $10.7 million and $12.0 million of stock-based compensation expense associated with the cost for developing software for internal use in the three months ended September 30, 2018 and 2017, respectively, and $33.5 million and $42.3 million in the nine months ended September 30, 2018 and 2017, respectively. As of September 30, 2018, there was $822.4 million of gross unamortized stock-based compensation expense related to unvested awards which is expected to be recognized over a weighted-average period of 3.2 years. The Company accounts for forfeitures as they occur. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision. The Company recorded an income tax benefit of $701.9 million and $733.3 million for the three and nine months ended September 30, 2018, respectively, and an income tax provision of $3.6 million and $10.2 million for the three and nine months ended September 30, 2017, respectively. The primary difference between the effective tax rate and the federal statutory tax rate relates to the release of the valuation allowance related to most of the United States federal and all states deferred tax assets with the exception of California and Massachusetts during the three months ended September 30, 2018, the release of the Brazilian valuation allowance during the three months ended June 30, 2018, excess share-based compensation tax deductions, and foreign tax rate differences. During the three months ended September 30, 2018, the Company released $797.4 million of the valuation allowance related to most of the United States federal and all states deferred tax assets with the exception of California and Massachusetts. The valuation allowance release resulted in a net benefit to tax expense of $681.5 million during the three months ended September 30, 2018 due to income tax accounting treatment in interim periods. The Company continues to maintain a valuation allowance related to specific net deferred tax assets where it is not more likely than not that the deferred tax assets will be realized, which include all capital losses, California, and Massachusetts net deferred tax assets. The Company concluded, based upon the preponderance of positive evidence (i.e. cumulative profit before tax adjusted for permanent items over the previous twelve quarters, a history of taxable income in recent periods, and the current forecast of income before taxes for the United States going forward) over negative evidence and the anticipated ability to use the deferred tax assets, that it was more likely than not that the deferred tax assets could be realized. If there are unfavorable changes to actual operating results or to projections of future income, the Company may determine that it is more likely than not such deferred tax assets may not be realizable. During the nine months ended September 30, 2018, the Company released the valuation allowance related to deferred tax assets of its Brazilian operations that resulted in a net benefit to tax expense of $43.4 million . During the three and nine months ended September 30, 2018, the amount of gross unrecognized tax benefits increased by $24.3 million and $52.5 million, respectively. As of September 30, 2018, the Company has $312.9 million of unrecognized tax benefits, of which $258.4 million will affect its effective tax rate, if recognized. The Company is subject to taxation in the United States and various state and foreign jurisdictions. The material jurisdictions in which the Company is subject to potential examination by taxing authorities include the United States, California and Ireland. The Company is currently under examination in California for tax years 2013 through 2015. The Company believes that adequate amounts have been reserved in this jurisdiction. In December 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law and the new legislation contains several key tax provisions that impact the Company, including a reduction of the federal corporate income tax rate to 21% effective January 1, 2018, among others. The Company is required to recognize the effect of the tax law changes in the period of enactment, such as re-measuring its United States deferred tax assets and liabilities. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the 2017 Tax Cuts and Jobs Act (SAB 118), which allows the Company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. The Company will complete its analysis in the fourth quarter of 2018 within the measurement period provided by SAB 118. As of September 30, 2018, the Company is still determining its policy with respect to whether to record the taxes for Global Intangible Low-Taxed Income, or GILTI, as deferred taxes or period costs and will make a determination in the fourth quarter of 2018 within the measurement period provided by SAB 118. The Company has concluded on the policy of tax law ordering for reflecting the realization of the net operating losses related to GILTI as a permanent adjustment as reflected in the United States valuation allowance release in the third quarter of 2018. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. Commitments and Contingencies Credit Facility In August 2018, the Company entered into 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. As of September 30, 2018, no amounts had been drawn under the credit facility. In connection with entering into the $500.0 million credit facility, the Company also terminated its $1.0 billion unsecured revolving credit facility that was scheduled to mature on October 22, 2018. No amounts had been drawn on the $1.0 billion credit facility at the time of its termination. Operating and Capital Leases The Company has entered into various non-cancelable operating lease agreements for certain offices and data center facilities with contractual lease periods expiring through 2028. Under the terms of certain leases, the Company is committed to pay for certain taxes, insurance, maintenance and management expenses. Certain of these arrangements have free rent periods or escalating rent payment provisions, and the Company recognizes rent expense under such arrangements on a straight-line basis. The Company also entered into several sublease agreements for office space that the Company is not fully utilizing. The Company also has lease arrangements for certain server and networking equipment A summary of gross lease commitments and sublease income as of September 30, 2018 is as follows (in thousands): Operating Sublease Capital Leases Income Leases Years Ending December 31, Remainder of 2018 $ 38,643 $ (6,568 ) $ 22,179 2019 160,107 (21,524 ) 70,133 2020 149,511 (12,537 ) 23,845 2021 108,277 (11,781 ) 569 2022 83,532 (1,329 ) — Thereafter 212,321 — — $ 752,391 $ (53,739 ) 116,726 Less: Amounts representing interest 3,396 Total capital lease obligation 113,330 Less: Short-term portion 75,959 Long-term portion $ 37,371 Rent expense, net of sublease income, under the Company’s operating leases, including co-location arrangements for the Company’s data centers, was $35.5 million and $29.5 million for the three months ended September 30, 2018 and 2017, respectively, and $102.9 million and $88.8 million for the nine months ended September 30, 2018 and 2017, respectively. Contractual Obligations Our principal commitments consist of obligations under the Notes (including principal and coupon interest), capital and operating leases for equipment, office space and co-located data center facilities, as well as non-cancellable contractual commitments. The following table summarizes our commitments to settle contractual obligations in cash as of September 30, 2018: Payments Due by Fiscal Year Remainder of Total 2018 2019-2020 2021-2022 Thereafter (In thousands) 2019 Notes $ 937,338 $ — $ 937,338 $ — $ — 2021 Notes 982,646 — 19,106 963,540 — 2024 Notes 1,167,250 1,469 5,742 5,734 1,154,305 Operating lease obligations (1) 752,391 38,643 309,618 191,809 212,321 Capital lease obligations 116,726 22,179 93,978 569 — Other contractual commitments (2) 336,715 37,536 84,797 135,594 78,788 Total contractual obligations $ 4,293,066 $ 99,827 $ 1,450,579 $ 1,297,246 $ 1,445,414 (1) (2) 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 Twitter, Twitter’s directors, and/or certain officers alleging false and misleading statements in violation of securities laws and breach of fiduciary duty. The Company disputes the claims and intends to continue to defend the lawsuits vigorously. The putative class actions were consolidated in the U.S. District Court for the Northern District of California. On October 16, 2017, the court granted in part and denied in part the Company’s motion to dismiss. On July 17, 2018, the court granted plaintiffs' motion for class certification in the consolidated securities action. The Company is also currently involved in, and may in the future be involved in, legal proceedings, claims, investigations, and government inquiries arising in the ordinary course of business. These proceedings, which include both individual and class action litigation and administrative proceedings, have included, but are not limited to matters involving content on the platform, intellectual property, privacy, securities, employment and contractual rights. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Litigation accruals are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. As of September 30, 2018 and December 31, 2017, there was no litigation or contingency with at least a reasonable possibility of a material loss. No material losses have been recorded during the three and nine months ended September 30, 2018 and 2017 with respect to litigation or loss contingencies. Non-Income Taxes The Company is under audit by various domestic and foreign tax authorities and currently involved in a number of tax disputes related to non-income tax matters. The subject matter of non-income tax audits primarily arises from disputes on the tax treatment and tax rate applied to the sale of the Company’s products and services in these jurisdictions and the tax treatment of certain employee benefits. The Company accrues non-income taxes that may result from examinations by, or any negotiated agreements with, these tax authorities when a loss is probable and reasonably estimable. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, it discloses the reasonably possible loss or range of loss. The Company believes these matters are without merit and it is defending itself vigorously. Due to the inherent complexity and uncertainty of these matters and judicial process in certain jurisdictions, the final outcome may be materially different from the Company’s expectations. Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its customers, partners, suppliers and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company has never incurred significant expense defending its licensees against third-party claims, nor has it ever incurred significant expense under its standard service warranties or arrangements with its customers, partners, suppliers and vendors. Accordingly, the Company had no liabilities recorded for these provisions as of September 30, 2018 and December 31, 2017. |
Geographical Information
Geographical Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Geographical Information | Note 14. Geographical Information Revenue See Note 2 – Revenue for further details. Property and Equipment, net The following table sets forth property and equipment, net by geographic area (in thousands): September 30, December 31, 2018 2017 Property and equipment, net: United States $ 870,962 $ 730,262 International 33,065 43,453 Total property and equipment, net $ 904,027 $ 773,715 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. Related Party Transactions The Company has a partnership agreement for no consideration with Square, Inc., for which Jack Dorsey (the Company’s Chief Executive Officer) serves as Chief Executive Officer, to enable U.S. political donations through Tweets. Neither Square, Inc. nor the Company will pay each other any amounts in connection with the agreement. The agreement has no impact on the Company’s financial statements. Certain of the Company’s directors have affiliations with customers of the Company. The Company recognized revenue under contractual obligations from such customers of $6.7 million and $6.2 million for the three months ended September 30, 2018 and 2017, respectively, and $20.4 million and $16.2 million for the nine months ended September 30, 2018 and 2017, respectively. The Company had outstanding receivable balances of $4.2 million from such customers as of September 30, 2018 and December 31, 2017. |
Restructuring Charges
Restructuring Charges | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges | Note 16. Restructuring Charges On October 25, 2016, the Board of Directors of the Company approved a reduction in force plan (“2016 Plan”) of up to approximately 9% of the Company’s positions globally. The reduction in force was undertaken to eliminate investment in noncore areas and drive toward greater efficiency, while allowing the Company to continue to invest in its highest priorities. The Company completed the reduction in force in 2017. On December 17, 2016, the Board of Directors of the Company approved a lease abandonment plan (“2016 Lease Plan”) to abandon excess office space with lease terms expiring through 2028. The following table summarizes the activities related to the 2016 Lease Plan restructuring charges, as discussed above (in thousands): 2016 Lease Plan Accrued as of December 31, 2017 $ 31,929 Charges (1) (1,266 ) Cash payment (12,558 ) Non-cash and other adjustments (34 ) Accrued as of September 30, 2018 $ 18,071 Reflected in consolidated balance sheets as of September 30, 2018: Accrued and other current liabilities $ 15,251 Other long-term liabilities $ 2,820 (1) recorded a reduction to restructuring charges related to its 2016 Lease Plan of $0.1 million and $1.3 million in the consolidated statements of operations, respectively. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period. The accompanying interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. Certain prior period amounts have been reclassified to conform to the current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently adopted accounting pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued a new accounting standard update on revenue recognition from contracts with customers (“Topic 606”). The new guidance replaces all current GAAP guidance on this topic and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. The Company adopted this new accounting standard on January 1, 2018 using the modified retrospective method. See Note 2 – Revenue for further details. In January 2016, the FASB issued a new accounting standard update on the classification and measurement of financial instruments. The new guidance principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. The Company adopted this new accounting standard prospectively for its non-marketable equity securities during the three months ended March 31, 2018. The Company has elected to use the measurement alternative for its non-marketable equity securities, defined as cost adjusted for changes from observable transactions for identical or similar investments of the same issuer, less impairment. non-marketable equity securities In August 2016, the FASB issued a new accounting standard update on the statement of cash flows. The new guidance clarifies classification of certain cash receipts and cash payments in the statement of cash flows. The Company adopted this new accounting standard retrospectively during the three months ended March 31, 2018 and the adoption did not have a material impact on the Company’s financial statements. In October 2016, the FASB issued a new accounting standard update on simplifying the accounting for income taxes related to intra-entity asset transfers. The new guidance requires an entity to recognize the tax expense from the sale of an asset in the seller’s tax jurisdiction when the transfers occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. The Company adopted this new accounting standard on January 1, 2018 using the modified retrospective method. Upon adoption, the Company recognized an additional deferred tax asset of $29.5 million related to a prior period intra-entity transfer, which was offset by a full valuation allowance. Therefore, the recognition of the deferred tax asset upon adoption did not have an impact on the Company’s accumulated deficit. See Note 12 – Income Taxes for further details. In November 2016, the FASB issued a new accounting standard update on the presentation of restricted cash in the statement of cash flows. The new guidance requires an entity to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows, and an entity will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company adopted this new accounting standard retrospectively during the three months ended March 31, 2018. As a result of the adoption, net cash provided by investing activities was adjusted to exclude the changes in restricted cash, resulting in a decrease of $3.2 million in the previously-reported amount for the nine months ended September 30, 2017. Restricted cash balances are primarily cash deposits secured against letters of credit related to certain property leases. In January 2017, the FASB issued a new accounting standard update on narrowing the definition of a business. The new guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs. The Company adopted this new accounting standard retrospectively during the three months ended March 31, 2018 and the adoption did not have a material impact on the Company’s financial statements. Recently issued accounting pronouncements not yet adopted In February 2018, the FASB issued a new accounting standard update to give entities the option to reclassify tax effects stranded in accumulated other comprehensive income as a result of tax reform to retained earnings (accumulated deficits). The new guidance also requires entities to make additional disclosures, regardless of whether reclassification of tax effects is elected. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard update on its financial statements and related disclosures. In February 2016, the FASB issued a new accounting standard update on leases. The new guidance requires lessees to recognize right-of-use assets and lease liabilities for operating leases, initially measured at the present value of the lease payments, on the balance sheet. In addition, it requires lessees to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. In July 2018, the FASB issued updated guidance which allows an additional transition method to adopt the new lease standard at the adoption date, as compared to the beginning of the earliest period presented, and recognize a cumulative-effect adjustment to the beginning balance of retained earnings in the period of adoption. The Company plans to elect this transition method on January 1, 2019. The Company is evaluating the impact of adopting these new accounting standard updates on the financial statements and related disclosures. The Company anticipates this new guidance will materially impact its financial statements, given the Company has a significant number of operating leases. In August 2018, the FASB issued a new accounting standard update which eliminates, adds and modifies certain disclosure requirements for fair value measurements. The update eliminates the requirement to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, and introduces a requirement to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company plans to adopt this new accounting standard on January 1, 2020. Adoption is not expected to have a material impact on the Company’s financial statements and related disclosures. In August 2018, the FASB issued a new accounting standard update requiring a customer in a cloud computing arrangement (i.e., hosting arrangement) that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. Capitalized implementation costs related to a hosting arrangement that is a service contract will be amortized over the term of the hosting arrangement, beginning when the module or component of the hosting arrangement is ready for its intended use. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard update on its financial statements and related disclosures. With the exception of the standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the nine months ended September 30, 2018, 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, 2017, 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. Revenue Recognition Accounting Policy The Company generates the substantial majority of its revenue from the sale of advertising services with the balance from data licensing and other arrangements. The Company generates its advertising revenue primarily from the sale of its Promoted Products: (i) Promoted Tweets, (ii) Promoted Accounts and (iii) Promoted Trends. Promoted Tweets and Promoted Accounts are pay-for-performance advertising products or pay on impressions delivered, each priced through an auction. Promoted Trends are featured by geography and offered on a fixed-fee-per-day basis. Advertisers are obligated to pay when a user engages with a Promoted Tweet, follows a Promoted Account, when an impression is delivered, or when a Promoted Trend is displayed. These advertising services may be sold in combination as a bundled arrangement or separately on a stand-alone basis. For the Company's Promoted Product arrangements, significant judgments are (i) determining whether the Company is the principal or the agent in arrangements where another party is involved in providing specified services to a customer, (ii) identifying the performance obligations in the contract, (iii) determining the basis for allocating contract consideration to performance obligations, and (iv) estimating the transaction price to be allocated for contracts with tiered rebate provisions. The Company may generate revenue from the sale of certain Promoted Tweets through placement by Twitter of advertiser ads against third-party publisher content. The Company will pay the third-party publisher a revenue share fee for its right to monetize their content. In such transactions, advertisers are contracting to obtain a single integrated advertising service, the Promoted Tweet combined with the third-party publisher content, and the Company obtains control of the third-party publisher content displayed on Twitter that it then combines with the advertiser ads within the Promoted Tweet. Therefore, the Company reports advertising revenue generated from these transactions on a gross basis and records the related third-party content monetization fees as cost of revenue. The Company also generates advertising revenue by selling services in which the Company places ads on third-party publishers’ websites, applications or other offerings. To fulfill these transactions, the Company purchases advertising inventory from third-party publishers’ websites and applications where the Company has identified the advertisers’ targeted audience and therefore incurs traffic acquisition costs prior to transferring the advertising service to its customers. At such point, the Company has the sole ability to monetize the third-party publishers advertising inventory. In such transactions, the Company obtains control of a right to a service to be performed by the third-party publishers, which gives the Company the ability to direct those publishers to provide the services to the Company's customers on the Company's behalf. Therefore, the Company reports advertising revenue generated from these transactions on a gross basis and records the related traffic acquisition costs as cost of revenue. Fees for the advertising services above are recognized in the period when advertising is delivered as evidenced by a user engaging with a Promoted Tweet or an ad on a third-party publisher website or application in a manner satisfying the types of engagement selected by the advertisers, such as Tweet engagements (e.g., retweets, replies and likes), website clicks, mobile application installs or engagements, obtaining new followers, or video views, following a Promoted Account, delivery of impressions, or through the display of a Promoted Trend on the Company's platform. The Company has concluded that data licensing arrangements, which grant customers a right to access Twitter intellectual property for a defined period of time, may contain a single performance obligation or may contain multiple performance obligations satisfied over the same period of time. In some of the Company's data licensing arrangements, pricing is a fixed monthly fee over a specified term. In such arrangements, data licensing revenue is recognized on a straight-line basis over the period in which the Company provides data access. In other data licensing arrangements, the Company charges customers based on the amount of sales they generate from downstream customers using Twitter data. Certain of those royalty-based data licensing arrangements are subject to minimum guarantees. The Company recognizes revenue for minimum guarantees on a straight-line basis over the period in which the Company provides data access. Royalties in excess of minimum guarantees, if any, are recognized as revenue in the period that the related downstream sales occur. Other revenue is primarily generated from service fees from transactions completed on the Company's mobile ad exchange. The Company's mobile ad exchange enables buyers and sellers to purchase and sell advertising inventory by matching them in the exchange. The Company has determined it is not the principal in the purchase and sale of advertising inventory in transactions between third-party buyers and sellers on the exchange because the Company does not obtain control of the advertising inventory. The Company reports revenue related to its ad exchange services on a net basis for the fees paid by buyers, net of costs related to acquiring the advertising inventory paid to sellers. Arrangements involving multiple performance obligations primarily consist of combinations of the Company's pay-for-performance products, Promoted Tweets and Promoted Accounts, which are priced through an auction, and Promoted Trends, which are priced on a fixed-fee-per day, per geography basis. For arrangements that include a combination of these products, the Company develops an estimate of the standalone selling price for these products in order to allocate any potential discount to all performance obligations in the arrangement. The estimate of standalone selling price for pay-for-performance auction based products is determined based on the winning bid price. The estimate of standalone selling price for Promoted Trends is based on Promoted Trends sold on a standalone basis and/or separately priced in a bundled arrangement by reference to a list price by geography, which is updated and approved periodically. For other arrangements involving multiple performance obligations where neither auction pricing nor standalone sales provide sufficient evidence of standalone selling price, the Company estimates standalone selling price using either an adjusted market assessment approach or an expected cost plus margin approach. The Company believes the use of its estimation approach and allocation of the transaction price on a relative standalone selling price basis to each performance obligation results in revenue recognition in a manner consistent with the underlying economics of the transaction and the allocation principle included in Topic 606. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue by Services and Revenue by Geographic Area | Revenue by geography is based on the billing addresses of the customers. The following table sets forth revenue by services and revenue by geographic area (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 (1) 2018 2017 (1) Revenue by services: Advertising services $ 649,816 $ 502,802 $ 1,826,032 $ 1,465,730 Data licensing and other 108,295 86,831 307,491 246,009 Total revenue $ 758,111 $ 589,633 $ 2,133,523 $ 1,711,739 Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 (1) 2018 2017 (1) Revenue by geographic area: United States $ 423,443 $ 332,092 $ 1,136,670 $ 1,007,351 Japan 130,425 90,608 369,470 237,455 Rest of World 204,243 166,933 627,383 466,933 Total revenue $ 758,111 $ 589,633 $ 2,133,523 $ 1,711,739 (1) |
Summary of Contract Balances | The following table presents contract balances (in thousands): January 1, September 30, 2018 2018 Unbilled Revenue $ 7,980 $ 19,138 Deferred Revenue $ 25,869 $ 50,739 |
Summary of Revenue Expected to Recognize on Remaining Performance Obligations Over the Time Periods | The Company expects to recognize this amount as revenue over the following time periods (in thousands): Remaining Performance Obligations Remainder of 2020 and Total 2018 2019 Thereafter Revenue expected to be recognized on remaining performance obligations $ 522,765 $ 52,280 $ 188,569 $ 281,916 |
Cash, Cash Equivalents and Sh_2
Cash, Cash Equivalents and Short-term Investments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash and Equivalents and Short-term Investments | Cash, cash equivalents and short-term investments consist of the following (in thousands): September 30, December 31, 2018 2017 Cash and cash equivalents: Cash $ 227,693 $ 301,684 Money market funds 1,154,954 981,681 Corporate notes, commercial paper and certificates of deposit 546,282 355,048 Total cash and cash equivalents $ 1,928,929 $ 1,638,413 Short-term investments: U.S. government and agency securities including treasury bills $ 1,172,126 $ 1,064,957 Corporate notes, commercial paper and certificates of deposit 2,855,488 1,699,732 Total short-term investments $ 4,027,614 $ 2,764,689 |
Contractual Maturities of Securities Classified as Available-for-Sale | The contractual maturities of securities classified as available-for-sale as of September 30, 2018 were as follows (in thousands): September 30, 2018 Due within one year $ 3,122,955 Due after one year through five years 904,659 Total $ 4,027,614 |
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 securities classified as short-term investments on the Company’s consolidated balance sheets (in thousands): September 30, 2018 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 1,173,045 $ 85 $ (1,004 ) $ 1,172,126 Corporate notes, commercial paper and certificates of deposit 2,857,947 424 (2,883 ) 2,855,488 Total available-for-sale securities classified as short-term investments $ 4,030,992 $ 509 $ (3,887 ) $ 4,027,614 December 31, 2017 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 1,067,047 $ 133 $ (2,223 ) $ 1,064,957 Corporate notes, commercial paper and certificates of deposit 1,701,168 72 (1,508 ) 1,699,732 Total available-for-sale securities classified as short-term investments $ 2,768,215 $ 205 $ (3,731 ) $ 2,764,689 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 based on the three-tier fair value hierarchy (in thousands): September 30, 2018 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 1,154,954 $ — $ — $ 1,154,954 Commercial paper — 527,187 — 527,187 Certificates of deposit — 19,095 — 19,095 Short-term investments: Treasury bills — 288,398 — 288,398 U.S. government securities — 603,847 — 603,847 Agency securities — 279,881 — 279,881 Corporate notes — 1,359,553 — 1,359,553 Commercial paper — 729,248 — 729,248 Certificates of deposit — 766,687 — 766,687 Other current assets: Foreign currency contracts — 3,460 — 3,460 Total $ 1,154,954 $ 4,577,356 $ — $ 5,732,310 Liabilities Other current liabilities: Foreign currency contracts — 1,379 — 1,379 Total $ — $ 1,379 $ — $ 1,379 December 31, 2017 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 981,681 $ — $ — $ 981,681 Commercial paper — 346,968 — 346,968 Certificates of deposit — 8,080 — 8,080 Short-term investments: U.S. government securities — 669,552 — 669,552 Agency securities — 395,405 — 395,405 Corporate notes — 745,915 — 745,915 Commercial paper — 299,675 — 299,675 Certificates of deposit — 654,142 — 654,142 Other current assets: Foreign currency contracts — 2,237 — 2,237 Total $ 981,681 $ 3,121,974 $ — $ 4,103,655 Liabilities Other current liabilities: Foreign currency contracts — 601 — 601 Total $ — $ 601 $ — $ 601 |
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): September 30, December 31, Balance Sheet Location 2018 2017 Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 3,460 $ 2,237 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities $ 1,379 $ 601 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following table presents the detail of property and equipment, net for the periods presented (in thousands): September 30, December 31, 2018 2017 Property and equipment, net Equipment $ 1,284,545 $ 1,091,672 Furniture and leasehold improvements 319,113 314,852 Capitalized software 523,811 472,147 Construction in progress 105,045 49,417 Total 2,232,514 1,928,088 Less: Accumulated depreciation and amortization (1,328,487 ) (1,154,373 ) Property and equipment, net $ 904,027 $ 773,715 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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, 2017 $ 1,188,935 Acquisition 44,014 Foreign currency translation adjustment and other (5,010 ) Balance as of September 30, 2018 $ 1,227,939 |
Schedule of Intangible Assets | The following table presents the detail of intangible assets for the periods presented (in thousands): Gross Carrying Accumulated Net Carrying Value Amortization Value September 30, 2018: Patents and developed technologies $ 102,378 $ (58,653 ) $ 43,725 Publisher and advertiser relationships 9,300 (8,215 ) 1,085 Total $ 111,678 $ (66,868 ) $ 44,810 December 31, 2017: Patents and developed technologies $ 93,511 $ (46,337 ) $ 47,174 Publisher and advertiser relationships 9,300 (6,820 ) 2,480 Total $ 102,811 $ (53,157 ) $ 49,654 |
Schedule of Estimated Future Amortization Expenses | Estimated future amortization expense as of September 30, 2018 is as follows (in thousands): Remainder of 2018 $ 4,380 2019 13,187 2020 8,459 2021 5,867 2022 4,290 Thereafter 8,627 Total $ 44,810 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables And Accruals [Abstract] | |
Accrued and Other Current Liabilities | The following table presents the detail of accrued and other current liabilities for the periods presented (in thousands): September 30, December 31, 2018 2017 Accrued compensation $ 134,876 $ 98,553 Accrued tax liabilities 36,486 36,097 Accrued publisher, content and ad network costs 30,346 32,462 Deferred revenue 50,739 27,824 Accrued other 128,120 132,397 Total $ 380,567 $ 327,333 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Components of Notes | The Notes consisted of the following (in thousands): September 30, 2018 December 31, 2017 2019 Notes 2021 Notes 2024 Notes 2019 Notes 2021 Notes Principal amounts: Principal $ 935,000 $ 954,000 $ 1,150,000 $ 935,000 $ 954,000 Unamortized debt discount and issuance costs (1) (50,565 ) (141,177 ) (252,758 ) (88,359 ) (173,181 ) Net carrying amount $ 884,435 $ 812,823 $ 897,242 $ 846,641 $ 780,819 Carrying amount of the equity component (2) $ 222,826 $ 283,283 $ 254,981 $ 222,826 $ 283,283 (1) (2) |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) Per Share | The following table presents the calculation of basic and diluted net income (loss) per share for periods presented (in thousands, except per share data): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Basic net income (loss) per share: Numerator Net income (loss) $ 789,179 $ (21,095 ) $ 950,293 $ (199,142 ) Denominator Weighted-average common shares outstanding 759,322 740,290 754,866 733,698 Weighted-average restricted stock subject to repurchase (2,785 ) (3,775 ) (2,633 ) (4,072 ) Weighted-average shares used to compute basic net income (loss) per share 756,537 736,515 752,233 729,626 Basic net income (loss) per share attributable to common stockholders $ 1.04 $ (0.03 ) $ 1.26 $ (0.27 ) Dilutive net income (loss) per share: Numerator Net income (loss) $ 789,179 $ (21,095 ) $ 950,293 $ (199,142 ) Denominator Number of shares used in basic computation 756,537 736,515 752,233 729,626 Weighted-average effect of dilutive securities: RSUs 14,301 — 14,289 — Stock options 2,709 — 2,727 — Other 2,455 — 2,262 — Weighted-average shares used to compute diluted net income (loss) per share 776,002 736,515 771,511 729,626 Dilutive net income (loss) per share attributable to common stockholders $ 1.02 $ (0.03 ) $ 1.23 $ (0.27 ) |
Summary of Potential Common Shares Excluded from Calculation of Diluted Net Income (Loss) Per Share Attributable to Common Stockholders | The following number of potential common shares at the end of each period were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 RSUs 3,928 32,153 15,534 32,153 Warrants 44,454 24,329 44,454 24,329 Stock options 21 5,002 844 5,002 Shares subject to repurchase and others 1,790 6,133 2,436 6,133 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Compensation Expense Allocated | Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function is as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Cost of revenue $ 4,247 $ 5,625 $ 12,384 $ 17,830 Research and development 53,195 57,174 140,210 185,185 Sales and marketing 19,634 22,433 52,681 68,216 General and administrative 14,530 15,727 39,066 60,121 Total stock-based compensation expense $ 91,606 $ 100,959 $ 244,341 $ 331,352 |
PRSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of RSU Activity | The following table summarizes the activity related to the Company’s PRSUs for the nine months ended September 30, 2018 (in thousands, except per share data): PRSUs Outstanding Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2017 346 $ 15.39 Granted (100% target level) 519 $ 35.25 Additional earned performance shares related to 2017 grants 300 $ 15.39 Vested (187% target level) (646 ) $ 15.39 Unvested and outstanding at September 30, 2018 519 $ 35.25 |
TSR RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of RSU Activity | The following table summarizes the activity related to the Company’s TSR RSUs for the nine months ended September 30, 2018 (in thousands, except per share data): TSR RSUs Outstanding Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2017 146 $ 13.02 Granted (100% target level) 414 $ 53.71 Canceled (14 ) $ 13.02 Unvested and outstanding at September 30, 2018 546 $ 43.87 |
RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of RSU Activity | The following table summarizes the activity related to the Company’s RSUs, excluding PRSUs and TSR RSUs, for the nine months ended September 30, 2018. 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 Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2017 33,123 $ 19.80 Granted 18,035 $ 30.45 Vested (11,097 ) $ 21.69 Canceled (5,330 ) $ 22.53 Unvested and outstanding at September 30, 2018 34,731 $ 24.31 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Minimum Commitments and Sublease Income Under Non-Cancelable Capital and Operating Lease Agreements | A summary of gross lease commitments and sublease income as of September 30, 2018 is as follows (in thousands): Operating Sublease Capital Leases Income Leases Years Ending December 31, Remainder of 2018 $ 38,643 $ (6,568 ) $ 22,179 2019 160,107 (21,524 ) 70,133 2020 149,511 (12,537 ) 23,845 2021 108,277 (11,781 ) 569 2022 83,532 (1,329 ) — Thereafter 212,321 — — $ 752,391 $ (53,739 ) 116,726 Less: Amounts representing interest 3,396 Total capital lease obligation 113,330 Less: Short-term portion 75,959 Long-term portion $ 37,371 |
Summary of Commitments to Settle Contractual Obligations in Cash | The following table summarizes our commitments to settle contractual obligations in cash as of September 30, 2018: Payments Due by Fiscal Year Remainder of Total 2018 2019-2020 2021-2022 Thereafter (In thousands) 2019 Notes $ 937,338 $ — $ 937,338 $ — $ — 2021 Notes 982,646 — 19,106 963,540 — 2024 Notes 1,167,250 1,469 5,742 5,734 1,154,305 Operating lease obligations (1) 752,391 38,643 309,618 191,809 212,321 Capital lease obligations 116,726 22,179 93,978 569 — Other contractual commitments (2) 336,715 37,536 84,797 135,594 78,788 Total contractual obligations $ 4,293,066 $ 99,827 $ 1,450,579 $ 1,297,246 $ 1,445,414 (1) (2) |
Geographical Information (Table
Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Property and Equipment Net by Geographic Area | The following table sets forth property and equipment, net by geographic area (in thousands): September 30, December 31, 2018 2017 Property and equipment, net: United States $ 870,962 $ 730,262 International 33,065 43,453 Total property and equipment, net $ 904,027 $ 773,715 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring And Related Activities [Abstract] | |
Summary of Activities Related to Restructuring Charges | The following table summarizes the activities related to the 2016 Lease Plan restructuring charges, as discussed above (in thousands): 2016 Lease Plan Accrued as of December 31, 2017 $ 31,929 Charges (1) (1,266 ) Cash payment (12,558 ) Non-cash and other adjustments (34 ) Accrued as of September 30, 2018 $ 18,071 Reflected in consolidated balance sheets as of September 30, 2018: Accrued and other current liabilities $ 15,251 Other long-term liabilities $ 2,820 (1) recorded a reduction to restructuring charges related to its 2016 Lease Plan of $0.1 million and $1.3 million in the consolidated statements of operations, respectively. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - Accounting Standards Update 2016-18 - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2017 | Jan. 01, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Recognized additional deferred tax asset related to prior period intra-entity transfer offset by valuation allowance | $ 29.5 | |
Increase (Decrease) in net cash provided by investing activities due to adoption of new accounting standard update on presentation of restricted cash in statement of cash flows | $ (3.2) |
Revenue - Revenue by Services a
Revenue - Revenue by Services and Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | [1] | Sep. 30, 2018 | Sep. 30, 2017 | [1] | |
Revenue: | ||||||
Revenue | $ 758,111 | $ 589,633 | $ 2,133,523 | $ 1,711,739 | ||
United States | ||||||
Revenue: | ||||||
Revenue | 423,443 | 332,092 | 1,136,670 | 1,007,351 | ||
Japan | ||||||
Revenue: | ||||||
Revenue | 130,425 | 90,608 | 369,470 | 237,455 | ||
Rest of World | ||||||
Revenue: | ||||||
Revenue | 204,243 | 166,933 | 627,383 | 466,933 | ||
Advertising Services | ||||||
Revenue: | ||||||
Revenue | 649,816 | 502,802 | 1,826,032 | 1,465,730 | ||
Data Licensing And Other | ||||||
Revenue: | ||||||
Revenue | $ 108,295 | $ 86,831 | $ 307,491 | $ 246,009 | ||
[1] | Prior period amounts have not been adjusted due to adoption of the new revenue standard under the modified retrospective method. |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | Jan. 01, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | [1] | Sep. 30, 2018 | Sep. 30, 2017 | [1] |
Revenue From Contracts With Customers [Line Items] | |||||||
Increase in revenue | $ 758,111 | $ 589,633 | $ 2,133,523 | $ 1,711,739 | |||
Deferred revenue, revenue recognized | 22,300 | 25,900 | |||||
Aggregate amount of transaction price allocated to remaining performance obligations | 522,765 | 522,765 | |||||
Adoption of ASC Topic 606 | |||||||
Revenue From Contracts With Customers [Line Items] | |||||||
Net reduction in accumulated deficit | $ 12,100 | ||||||
Increase in unbilled revenue | 8,000 | 3,100 | 10,600 | ||||
Increase (decrease) in deferred revenue | $ (4,100) | (2,100) | |||||
Increase in revenue | $ 3,100 | $ 12,700 | |||||
[1] | Prior period amounts have not been adjusted due to adoption of the new revenue standard under the modified retrospective method. |
Revenue - Summary of Contract B
Revenue - Summary of Contract Balances (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jan. 01, 2018 |
Revenues [Abstract] | ||
Unbilled Revenue | $ 19,138 | $ 7,980 |
Deferred Revenue | $ 50,739 | $ 25,869 |
Revenue - Summary of Revenue Ex
Revenue - Summary of Revenue Expected to Recognize on Remaining Performance Obligations Over the Time Periods (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Revenue Performance Obligation [Abstract] | |
Remaining Performance Obligations, Total | $ 522,765 |
Remaining Performance Obligations, 2018 | 52,280 |
Remaining Performance Obligations, 2019 | 188,569 |
Remaining Performance Obligations, 2020 and Thereafter | $ 281,916 |
Cash, Cash Equivalents and Sh_3
Cash, Cash Equivalents and Short-term Investments - Cash, Cash and Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 |
Cash and cash equivalents: | |||
Cash | $ 227,693 | $ 301,684 | |
Cash and cash equivalents | 1,928,929 | 1,638,413 | $ 1,586,558 |
Short-term investments: | |||
Short-term investments | 4,027,614 | 2,764,689 | |
Money Market Funds | |||
Cash and cash equivalents: | |||
Cash and cash equivalents | 1,154,954 | 981,681 | |
Corporate Notes, Commercial Paper and Certificates of Deposit | |||
Cash and cash equivalents: | |||
Cash and cash equivalents | 546,282 | 355,048 | |
Short-term investments: | |||
Short-term investments | 2,855,488 | 1,699,732 | |
U.S. Government and Agency Securities Including Treasury Bills | |||
Short-term investments: | |||
Short-term investments | $ 1,172,126 | $ 1,064,957 |
Cash, Cash Equivalents and Sh_4
Cash, Cash Equivalents and Short-term Investments - Contractual Maturities of Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Cash And Cash Equivalents And Marketable Securities [Abstract] | ||
Due within one year | $ 3,122,955 | |
Due after one year through five years | 904,659 | |
Total | $ 4,027,614 | $ 2,764,689 |
Cash, Cash Equivalents and Sh_5
Cash, Cash Equivalents and Short-term Investments - Summary of Unrealized Gains and Losses Related to Available-for-Sale Securities Classified as Short-term Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | $ 4,030,992 | $ 2,768,215 |
Gross Unrealized Gains | 509 | 205 |
Gross Unrealized Losses | (3,887) | (3,731) |
Aggregated Estimated Fair Value | 4,027,614 | 2,764,689 |
U.S. Government and Agency Securities Including Treasury Bills | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | 1,173,045 | 1,067,047 |
Gross Unrealized Gains | 85 | 133 |
Gross Unrealized Losses | (1,004) | (2,223) |
Aggregated Estimated Fair Value | 1,172,126 | 1,064,957 |
Corporate Notes, Commercial Paper and Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | 2,857,947 | 1,701,168 |
Gross Unrealized Gains | 424 | 72 |
Gross Unrealized Losses | (2,883) | (1,508) |
Aggregated Estimated Fair Value | $ 2,855,488 | $ 1,699,732 |
Cash, Cash Equivalents and Sh_6
Cash, Cash Equivalents and Short-term Investments - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Investments Debt And Equity Securities [Abstract] | ||
Impairment loss on securities | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | $ 4,027,614 | $ 2,764,689 |
Other current assets | 3,460 | 2,237 |
Other current liabilities | 1,379 | 601 |
Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 5,732,310 | 4,103,655 |
Total | 1,379 | 601 |
Fair Value, Measurements, Recurring | Agency Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 279,881 | 395,405 |
Fair Value, Measurements, Recurring | Money Market Funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 1,154,954 | 981,681 |
Fair Value, Measurements, Recurring | Corporate Notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 1,359,553 | 745,915 |
Fair Value, Measurements, Recurring | Commercial Paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 527,187 | 346,968 |
Short-term investments | 729,248 | 299,675 |
Fair Value, Measurements, Recurring | Certificates of Deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 19,095 | 8,080 |
Short-term investments | 766,687 | 654,142 |
Fair Value, Measurements, Recurring | Treasury Bills | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 288,398 | |
Fair Value, Measurements, Recurring | US Government Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 603,847 | 669,552 |
Fair Value, Measurements, Recurring | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 3,460 | 2,237 |
Other current liabilities | 1,379 | 601 |
Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 1,154,954 | 981,681 |
Level 1 | Fair Value, Measurements, Recurring | Money Market Funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 1,154,954 | 981,681 |
Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 4,577,356 | 3,121,974 |
Total | 1,379 | 601 |
Level 2 | Fair Value, Measurements, Recurring | Agency Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 279,881 | 395,405 |
Level 2 | Fair Value, Measurements, Recurring | Corporate Notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 1,359,553 | 745,915 |
Level 2 | Fair Value, Measurements, Recurring | Commercial Paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 527,187 | 346,968 |
Short-term investments | 729,248 | 299,675 |
Level 2 | Fair Value, Measurements, Recurring | Certificates of Deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 19,095 | 8,080 |
Short-term investments | 766,687 | 654,142 |
Level 2 | Fair Value, Measurements, Recurring | Treasury Bills | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 288,398 | |
Level 2 | Fair Value, Measurements, Recurring | US Government Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 603,847 | 669,552 |
Level 2 | Fair Value, Measurements, Recurring | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 3,460 | 2,237 |
Other current liabilities | $ 1,379 | $ 601 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Notional principal of foreign currency contracts outstanding | $ 460,200 | $ 460,200 | $ 326,100 | ||||
Net gain (losses) on foreign currency contracts | 1,200 | $ 2,700 | (5,400) | $ 5,100 | |||
Convertible Notes | Senior Notes Due 2024 | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Debt instrument, principal amount | $ 1,150,000 | $ 1,150,000 | $ 1,150,000 | ||||
Debt Instrument, percentage | 0.25% | 0.25% | 0.25% | ||||
Debt Instrument, due date | 2,024 | ||||||
Convertible Notes | Senior Notes Due 2019 | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Debt instrument, principal amount | $ 935,000 | $ 935,000 | 935,000 | $ 935,000 | |||
Debt Instrument, percentage | 0.25% | 0.25% | 0.25% | ||||
Debt Instrument, due date | 2,019 | ||||||
Convertible Notes | Senior Notes Due 2021 | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Debt instrument, principal amount | $ 954,000 | $ 954,000 | $ 954,000 | $ 954,000 | |||
Debt Instrument, percentage | 1.00% | 1.00% | 1.00% | ||||
Debt Instrument, due date | 2,021 | ||||||
Convertible Notes | Level 2 | Senior Notes Due 2024 | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Estimated fair value of notes based on a market approach | $ 1,010,000 | $ 1,010,000 | |||||
Convertible Notes | Level 2 | Senior Notes Due 2019 | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Estimated fair value of notes based on a market approach | 905,700 | 905,700 | |||||
Convertible Notes | Level 2 | Senior Notes Due 2021 | |||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||||
Estimated fair value of notes based on a market approach | $ 879,100 | $ 879,100 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Values of Outstanding Derivative Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Assets | ||
Foreign currency contracts not designated as hedging instruments | $ 3,460 | $ 2,237 |
Liabilities | ||
Foreign currency contracts not designated as hedging instruments | $ 1,379 | $ 601 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property and equipment, net | ||
Property and equipment, gross | $ 2,232,514 | $ 1,928,088 |
Less: Accumulated depreciation and amortization | (1,328,487) | (1,154,373) |
Property and equipment, net | 904,027 | 773,715 |
Equipment | ||
Property and equipment, net | ||
Property and equipment, gross | 1,284,545 | 1,091,672 |
Furniture and Leasehold Improvements | ||
Property and equipment, net | ||
Property and equipment, gross | 319,113 | 314,852 |
Capitalized Software | ||
Property and equipment, net | ||
Property and equipment, gross | 523,811 | 472,147 |
Construction in Progress | ||
Property and equipment, net | ||
Property and equipment, gross | $ 105,045 | $ 49,417 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill Activities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill | |
Beginning balance | $ 1,188,935 |
Acquisition | 44,014 |
Foreign currency translation adjustment and other | (5,010) |
Ending balance | $ 1,227,939 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Impairment charges on goodwill | $ 0 | $ 0 | |||
Amortization of intangible assets | $ 4,400,000 | $ 11,100,000 | $ 14,200,000 | $ 41,600,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 111,678 | $ 102,811 |
Accumulated Amortization | (66,868) | (53,157) |
Net Carrying Value | 44,810 | 49,654 |
Patents and Developed Technologies | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 102,378 | 93,511 |
Accumulated Amortization | (58,653) | (46,337) |
Net Carrying Value | 43,725 | 47,174 |
Publisher and Advertiser Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 9,300 | 9,300 |
Accumulated Amortization | (8,215) | (6,820) |
Net Carrying Value | $ 1,085 | $ 2,480 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2018 | $ 4,380 | |
2,019 | 13,187 | |
2,020 | 8,459 | |
2,021 | 5,867 | |
2,022 | 4,290 | |
Thereafter | 8,627 | |
Net Carrying Value | $ 44,810 | $ 49,654 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accrued compensation | $ 134,876 | $ 98,553 |
Accrued tax liabilities | 36,486 | 36,097 |
Accrued publisher, content and ad network costs | 30,346 | 32,462 |
Deferred revenue | 50,739 | 27,824 |
Accrued other | 128,120 | 132,397 |
Total | $ 380,567 | $ 327,333 |
Acquisitions and Other Investme
Acquisitions and Other Investments - 2018 Acquisitions - Additional Information (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Business Acquisition [Line Items] | |
Goodwill acquired | $ 44,014 |
Other acquisitions | |
Business Acquisition [Line Items] | |
Business Combination, Consideration Transferred | 53,700 |
Business acquisition, common stock issued | 19,100 |
Business acquisition, purchase price cash consideration | 34,600 |
Acquisition purchase price allocated to assets | 400 |
Goodwill acquired | 44,000 |
Other acquisitions | Developed Technology Rights | |
Business Acquisition [Line Items] | |
Acquisition purchase price allocated to finite lived intangible assets | $ 9,300 |
Intangible assets, estimated useful life | 24 months |
Acquisitions and Other Invest_2
Acquisitions and Other Investments - Investments in Privately-Held Companies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Schedule Of Investments [Line Items] | |||||
Carrying value of investments | $ 24,600 | $ 24,600 | $ 27,600 | ||
Impairment charge | 3,000 | $ 62,439 | |||
Other Expense | |||||
Schedule Of Investments [Line Items] | |||||
Impairment charge | $ 0 | $ 7,400 | $ 3,000 | $ 62,400 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)$ / shares | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)d$ / shares | Sep. 30, 2017USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2017USD ($) | ||
Debt Instrument [Line Items] | ||||||||
Proceeds from issuance of warrants concurrent with note hedges | $ 186,760,000 | |||||||
Senior Notes Due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion Price | $ / shares | $ 57.14 | $ 57.14 | ||||||
Exercise price of the warrants | $ / shares | 80.20 | 80.20 | ||||||
2019 Notes and 2021 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion Price | $ / shares | 77.64 | 77.64 | ||||||
Exercise price of the warrants | $ / shares | $ 105.28 | $ 105.28 | ||||||
Convertible Notes | Senior Notes Due 2024 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 1,150,000,000 | $ 1,150,000,000 | $ 1,150,000,000 | |||||
Debt issuance costs | 12,300,000 | |||||||
Proceeds from offerings, net of transaction costs | $ 1,140,000,000 | |||||||
Debt instrument, interest rate percentage | 0.25% | 0.25% | 0.25% | |||||
Debt Instrument, frequency of periodic payment | semi-annually | |||||||
Debt Instrument, date of first required payment | Dec. 15, 2018 | |||||||
Debt Instrument Payment Terms | The interest rate is fixed at 0.25% per annum and are payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2018. | |||||||
Conversion Price | $ / shares | $ 57.14 | $ 57.14 | ||||||
Debt Instrument, conversion earliest date | Mar. 15, 2024 | |||||||
Price percentage for repurchase of notes if repurchase option is elected | 100.00% | |||||||
Carrying amount of the equity component | [1] | $ 254,981,000 | $ 254,981,000 | |||||
Effective interest rate for amortization to interest expense | 4.46% | 4.46% | ||||||
Equity component of the convertible note issuance, net | $ 2,700,000 | |||||||
Amortization of discount on convertible notes | $ 9,600,000 | $ 9,600,000 | ||||||
Number of shares authorized for repurchase under hedge agreement | shares | 20.1 | |||||||
Exercise price of the option to repurchase stock | $ / shares | $ 57.14 | |||||||
Purchases of convertible note hedges | $ 268,000,000 | |||||||
Number of warrants issued | shares | 20.1 | |||||||
Exercise price of the warrants | $ / shares | $ 80.20 | $ 80.20 | $ 80.20 | |||||
Proceeds from issuance of warrants concurrent with note hedges | $ 186,800,000 | |||||||
Remaining period for convertible debt | 68 months | |||||||
Convertible Notes | Senior Notes Due 2024 | Scenario One | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible debt instrument, consecutive trading days threshold | d | 30 | |||||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 130.00% | |||||||
Convertible Notes | Senior Notes Due 2024 | Scenario One | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible debt instrument, trading days threshold | d | 20 | |||||||
Convertible Notes | Senior Notes Due 2024 | Scenario Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible debt instrument, trading days threshold | d | 5 | |||||||
Convertible debt instrument, consecutive trading days threshold | d | 5 | |||||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 98.00% | |||||||
Convertible Notes | Senior Notes Due 2024 | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, conversion principal amount | $ 1,000 | |||||||
Debt Instrument, conversion ratio | 17.5001 | |||||||
Conversion Price | $ / shares | $ 57.14 | $ 57.14 | ||||||
Debt Instrument, terms of conversion | Each $1,000 of principal of these notes will initially be convertible into 17.5001 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $57.14 per share, subject to adjustment upon the occurrence of specified events. | |||||||
Convertible Notes | Senior Notes Due 2019 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 935,000,000 | $ 935,000,000 | $ 935,000,000 | $ 935,000,000 | ||||
Debt instrument, interest rate percentage | 0.25% | 0.25% | 0.25% | |||||
Carrying amount of the equity component | [1] | $ 222,826,000 | $ 222,826,000 | 222,826,000 | ||||
Remaining period for convertible debt | 11 months | |||||||
Convertible Notes | Senior Notes Due 2021 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 954,000,000 | $ 954,000,000 | $ 954,000,000 | 954,000,000 | ||||
Debt instrument, interest rate percentage | 1.00% | 1.00% | 1.00% | |||||
Carrying amount of the equity component | [1] | $ 283,283,000 | $ 283,283,000 | $ 283,283,000 | ||||
Remaining period for convertible debt | 35 months | |||||||
Convertible Notes | 2019 Notes and 2021 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt issuance costs | $ 500,000 | |||||||
Proceeds from offerings, net of transaction costs | 1,860,000,000 | |||||||
Debt Instrument, frequency of periodic payment | semi-annually | |||||||
Debt Instrument, date of first required payment | Mar. 15, 2015 | |||||||
Debt Instrument Payment Terms | The interest rates are fixed at 0.25% and 1.00% per annum for the 2019 Notes and the 2021 Notes, respectively, and are payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2015. | |||||||
Debt discount | $ 28,300,000 | |||||||
Amortization of debt discount, prior to capitalization of interest | 33,600,000 | $ 22,500,000 | $ 81,600,000 | $ 66,000,000 | ||||
Coupon interest expense | $ 3,800,000 | $ 3,000,000 | $ 9,800,000 | $ 8,900,000 | ||||
[1] | Included in the consolidated balance sheets within additional paid-in capital. |
Convertible Notes - Components
Convertible Notes - Components of Notes (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | |
Principal amounts: | |||||
Net carrying amount | $ 1,710,065 | $ 1,627,460 | |||
Convertible Notes | Senior Notes Due 2019 | |||||
Principal amounts: | |||||
Debt instrument, principal amount | 935,000 | 935,000 | $ 935,000 | ||
Unamortized debt discount and issuance costs | [1] | (50,565) | (88,359) | ||
Net carrying amount | 884,435 | 846,641 | |||
Carrying amount of the equity component | [2] | 222,826 | 222,826 | ||
Convertible Notes | Senior Notes Due 2021 | |||||
Principal amounts: | |||||
Debt instrument, principal amount | 954,000 | 954,000 | $ 954,000 | ||
Unamortized debt discount and issuance costs | [1] | (141,177) | (173,181) | ||
Net carrying amount | 812,823 | 780,819 | |||
Carrying amount of the equity component | [2] | 283,283 | $ 283,283 | ||
Convertible Notes | Senior Notes Due 2024 | |||||
Principal amounts: | |||||
Debt instrument, principal amount | 1,150,000 | $ 1,150,000 | |||
Unamortized debt discount and issuance costs | [1] | (252,758) | |||
Net carrying amount | 897,242 | ||||
Carrying amount of the equity component | [2] | $ 254,981 | |||
[1] | Included in the consolidated balance sheets within convertible notes and amortized over the remaining lives of the Notes. | ||||
[2] | Included in the consolidated balance sheets within additional paid-in capital. |
Net Income (Loss) Per Share - B
Net Income (Loss) Per Share - Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator | ||||
Net income (loss) | $ 789,179 | $ (21,095) | $ 950,293 | $ (199,142) |
Denominator | ||||
Weighted-average common shares outstanding | 759,322 | 740,290 | 754,866 | 733,698 |
Weighted-average restricted stock subject to repurchase | (2,785) | (3,775) | (2,633) | (4,072) |
Weighted-average shares used to compute basic net income (loss) per share | 756,537 | 736,515 | 752,233 | 729,626 |
Basic | $ 1.04 | $ (0.03) | $ 1.26 | $ (0.27) |
Numerator | ||||
Net income (loss) | $ 789,179 | $ (21,095) | $ 950,293 | $ (199,142) |
Denominator | ||||
Basic | 756,537 | 736,515 | 752,233 | 729,626 |
Weighted-average effect of dilutive securities: | ||||
RSUs | 14,301 | 14,289 | ||
Stock options | 2,709 | 2,727 | ||
Other | 2,455 | 2,262 | ||
Weighted-average shares used to compute diluted net income (loss) per share | 776,002 | 736,515 | 771,511 | 729,626 |
Diluted | $ 1.02 | $ (0.03) | $ 1.23 | $ (0.27) |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Potential Common Shares Excluded from Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
RSUs | ||||
Earnings Per Share Basic [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income (loss) per share | 3,928 | 32,153 | 15,534 | 32,153 |
Warrants | ||||
Earnings Per Share Basic [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income (loss) per share | 44,454 | 24,329 | 44,454 | 24,329 |
Stock Options | ||||
Earnings Per Share Basic [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income (loss) per share | 21 | 5,002 | 844 | 5,002 |
Restricted Common Stock and Others | ||||
Earnings Per Share Basic [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income (loss) per share | 1,790 | 6,133 | 2,436 | 6,133 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
2019 Notes and 2021 Notes | |
Earnings Per Share Basic [Line Items] | |
Conversion Price | $ 77.64 |
Conversion spread will have a dilutive impact on diluted net income per share of common stock | shares | 24,300,000 |
Exercise price of the warrants | $ 105.28 |
Senior Notes Due 2024 | |
Earnings Per Share Basic [Line Items] | |
Conversion Price | $ 57.14 |
Conversion spread will have a dilutive impact on diluted net income per share of common stock | shares | 20,100,000 |
Exercise price of the warrants | $ 80.20 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 1,000,000 | 1,100,000 | |||
Employee stock purchase plan (ESOP), weighted average purchase price of shares purchased | $ 16.51 | $ 12.43 | |||
Gross unamortized stock-based compensation expense related to unvested awards | $ 822.4 | $ 822.4 | |||
Unrecognized share-based compensation expense, weighted average recognition period | 3 years 2 months 12 days | ||||
Internal Use Software and Website Development Costs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation, capitalized amount | $ 10.7 | $ 12 | $ 33.5 | $ 42.3 | |
Stock Option Activity | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares of stock options outstanding | 3,800,000 | 3,800,000 | 4,800,000 | ||
Restricted Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted Average Grant Date Fair Value Per Share, Granted | $ 25.62 | ||||
Number of unvested restricted common shares | 2,500,000 | 2,500,000 | 2,800,000 | ||
Restricted Common Stock | All Acquisitions | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of Shares, granted | 700,000 | ||||
Restricted Common Stock | All Acquisitions | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Equity compensation service period | 4 years | ||||
PRSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of Shares, granted | 519,000 | ||||
Weighted Average Grant Date Fair Value Per Share, Granted | $ 35.25 | ||||
Number of unvested restricted common shares | 519,000 | 519,000 | 346,000 | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | ||||
Fair value of stock units vested | $ 20.4 | ||||
TSR RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of Shares, granted | 414,000 | ||||
Weighted Average Grant Date Fair Value Per Share, Granted | $ 53.71 | ||||
Number of unvested restricted common shares | 546,000 | 546,000 | 146,000 | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years | ||||
PRSUs and TSR RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Additional number of shares, that will vest based on performance goals and total shareholder return targets | 1,608,311 | ||||
Shares expected to vest, percentage of target level | 100.00% | ||||
PRSUs and TSR RSUs | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares expected to vest, percentage of target level | 200.00% | ||||
PRSUs and TSR RSUs | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares expected to vest, percentage of target level | 0.00% | ||||
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of Shares, granted | 18,035,000 | ||||
Weighted Average Grant Date Fair Value Per Share, Granted | $ 30.45 | ||||
Number of unvested restricted common shares | 34,731,000 | 34,731,000 | 33,123,000 | ||
Fair value of stock units vested | $ 126.3 | $ 88.3 | $ 338.4 | $ 275.3 | |
Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for issuance | 11,300,000 | 11,300,000 | |||
Outstanding shares of common stock percentage | 1.00% | ||||
2013 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares initially reserved | 68,300,000 | 68,300,000 | |||
Number of shares available for issuance | 60,000,000 | 60,000,000 | |||
Outstanding shares of common stock percentage | 5.00% | ||||
2007 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Awards issued during the period | 0 | 0 | |||
2016 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Awards issued during the period | 0 | 0 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of PRSUs Activity (Details) - PRSUs | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Unvested Shares, beginning of period | shares | 346,000 |
Number of Shares. Granted (100% target level) | shares | 519,000 |
Number of Shares, Additional earned performance shares related to 2017 grants | shares | 300,000 |
Number of Shares, vested | shares | (646,000) |
Number of Unvested Shares, end of period | shares | 519,000 |
Weighted Average Grant Date Fair Value Per Share, beginning of period | $ / shares | $ 15.39 |
Weighted Average Grant Date Fair Value Per Share, Granted (100% target level) | $ / shares | 35.25 |
Weighted Average Grant Date Fair Value Per Share, Additional earned performance shares related to 2017 grants | $ / shares | 15.39 |
Weighted Average Grant Date Fair Value Per Share, Vested (187% target level) | $ / shares | 15.39 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ / shares | $ 35.25 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of PRSUs Activity (Parenthetical) (Details) - PRSUs | 9 Months Ended |
Sep. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares granted, percentage of target level | 100.00% |
Shares vested, percentage of target level | 187.00% |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of TSR RSUs Activity (Details) - TSR RSUs shares in Thousands | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Unvested Shares, beginning of period | shares | 146 |
Number of Shares. Granted (100% target level) | shares | 414 |
Number of Shares, Canceled | shares | (14) |
Number of Unvested Shares, end of period | shares | 546 |
Weighted Average Grant Date Fair Value Per Share, beginning of period | $ / shares | $ 13.02 |
Weighted Average Grant Date Fair Value Per Share, Granted (100% target level) | $ / shares | 53.71 |
Weighted Average Grant Date Fair Value Per Share, Canceled | $ / shares | 13.02 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ / shares | $ 43.87 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of TSR RSUs Activity (Parenthetical) (Details) | 9 Months Ended |
Sep. 30, 2018 | |
TSR RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares granted, percentage of target level | 100.00% |
Stockholders' Equity - Summar_5
Stockholders' Equity - Summary of RSU Activity Excluding PRSUs and TSR RSUs (Details) - RSUs shares in Thousands | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Unvested Shares, beginning of period | shares | 33,123 |
Number of Shares, granted | shares | 18,035 |
Number of Shares, vested | shares | (11,097) |
Number of Shares, Canceled | shares | (5,330) |
Number of Unvested Shares, end of period | shares | 34,731 |
Weighted Average Grant Date Fair Value Per Share, beginning of period | $ / shares | $ 19.80 |
Weighted Average Grant Date Fair Value Per Share, Granted | $ / shares | 30.45 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 21.69 |
Weighted Average Grant Date Fair Value Per Share, Canceled | $ / shares | 22.53 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ / shares | $ 24.31 |
Stockholders' Equity - Compensa
Stockholders' Equity - Compensation Expense Allocated (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 91,606 | $ 100,959 | $ 244,341 | $ 331,352 |
Cost of Revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 4,247 | 5,625 | 12,384 | 17,830 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 53,195 | 57,174 | 140,210 | 185,185 |
Sales and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 19,634 | 22,433 | 52,681 | 68,216 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 14,530 | $ 15,727 | $ 39,066 | $ 60,121 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Tax [Line Items] | ||||
Provision (benefit) for income taxes | $ (701,921) | $ 3,564 | $ (733,286) | $ 10,171 |
Deferred tax asset valuation allowance | 797,400 | 797,400 | ||
Deferred tax asset valuation allowance release | (681,500) | 725,294 | ||
Unrecognized tax benefits, period change | 24,300 | 52,500 | ||
Unrecognized tax benefits | 312,900 | 312,900 | ||
Uncertain tax benefits, if recognized, would affect effective tax rate | $ 258,400 | $ 258,400 | ||
Federal corporate income tax rate | 21.00% | |||
Brazil | ||||
Income Tax [Line Items] | ||||
Deferred tax asset valuation allowance release | $ (43,400) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Other Commitments [Line Items] | |||||
Expiration year of operating lease, last | 2,028 | ||||
Operating leases, rent expense, net of sublease income | $ 35,500,000 | $ 29,500,000 | $ 102,900,000 | $ 88,800,000 | |
Revolving Credit Facility | |||||
Other Commitments [Line Items] | |||||
Unsecured revolving credit facility | $ 500,000,000 | ||||
Line of credit facility, expiration date | Aug. 7, 2023 | Oct. 22, 2018 | |||
Line of credit facility amount | $ 0 | $ 0 | |||
Line of credit facility terminated | $ 1,000,000,000 |
Commitments and Contingencies_2
Commitments and Contingencies - Minimum Commitments and Sublease Income Under Non-Cancelable Capital and Operating Lease Agreements (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Operating Leases Future Minimum Payments Due [Abstract] | ||
Remainder of 2018 | $ 38,643 | |
2,019 | 160,107 | |
2,020 | 149,511 | |
2,021 | 108,277 | |
2,022 | 83,532 | |
Thereafter | 212,321 | |
Total | 752,391 | |
Operating Leases Future Minimum Sublease Income[Abstract] | ||
Remainder of 2018 | (6,568) | |
2,019 | (21,524) | |
2,020 | (12,537) | |
2,021 | (11,781) | |
2,022 | (1,329) | |
Thereafter | 0 | |
Total | (53,739) | |
Capital Leases Future Minimum Payments Due [Abstract] | ||
Remainder of 2018 | 22,179 | |
2,019 | 70,133 | |
2,020 | 23,845 | |
2,021 | 569 | |
2,022 | 0 | |
Thereafter | 0 | |
Total | 116,726 | |
Less: Amounts representing interest | 3,396 | |
Total capital lease obligation | 113,330 | |
Less: Short-term portion | 75,959 | $ 84,976 |
Long-term portion | $ 37,371 | $ 81,308 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Commitments to Settle Contractual Obligations in Cash (Details) $ in Thousands | Sep. 30, 2018USD ($) | |
Other Commitments [Line Items] | ||
Total | $ 4,293,066 | |
Payments Due by Fiscal Year Less than 1 year | 99,827 | |
Payments Due by Fiscal Year 1-3 years | 1,450,579 | |
Payments Due by Fiscal Year 3-5 years | 1,297,246 | |
Payments Due by Fiscal Year More than 5 years | 1,445,414 | |
2019 Notes | ||
Other Commitments [Line Items] | ||
Total | 937,338 | |
Payments Due by Fiscal Year 1-3 years | 937,338 | |
2021 Notes | ||
Other Commitments [Line Items] | ||
Total | 982,646 | |
Payments Due by Fiscal Year 1-3 years | 19,106 | |
Payments Due by Fiscal Year 3-5 years | 963,540 | |
Senior Notes Due 2024 | ||
Other Commitments [Line Items] | ||
Total | 1,167,250 | |
Payments Due by Fiscal Year Less than 1 year | 1,469 | |
Payments Due by Fiscal Year 1-3 years | 5,742 | |
Payments Due by Fiscal Year 3-5 years | 5,734 | |
Payments Due by Fiscal Year More than 5 years | 1,154,305 | |
Operating Lease Obligations | ||
Other Commitments [Line Items] | ||
Total | 752,391 | [1] |
Payments Due by Fiscal Year Less than 1 year | 38,643 | [1] |
Payments Due by Fiscal Year 1-3 years | 309,618 | [1] |
Payments Due by Fiscal Year 3-5 years | 191,809 | [1] |
Payments Due by Fiscal Year More than 5 years | 212,321 | [1] |
Capital Lease Obligations | ||
Other Commitments [Line Items] | ||
Total | 116,726 | |
Payments Due by Fiscal Year Less than 1 year | 22,179 | |
Payments Due by Fiscal Year 1-3 years | 93,978 | |
Payments Due by Fiscal Year 3-5 years | 569 | |
Other Contractual Commitments | ||
Other Commitments [Line Items] | ||
Total | 336,715 | [2] |
Payments Due by Fiscal Year Less than 1 year | 37,536 | [2] |
Payments Due by Fiscal Year 1-3 years | 84,797 | [2] |
Payments Due by Fiscal Year 3-5 years | 135,594 | [2] |
Payments Due by Fiscal Year More than 5 years | $ 78,788 | [2] |
[1] | The Company entered into several sublease agreements for office space that it is not fully utilizing. Under the sublease agreements, the Company will receive approximately $53.7 million in sublease income over the next five years. | |
[2] | Other contractual commitments are non-cancelable contractual commitments primarily related to the Company’s infrastructure services, bandwidth and other services arrangements. |
Commitments and Contingencies_4
Commitments and Contingencies - Summary of Commitments to Settle Contractual Obligations in Cash (Parenthetical) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Sublease income | $ 53,739 |
Sublease income term | 5 years |
Geographical Information - Prop
Geographical Information - Property and Equipment Net by Geographic Area (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property and equipment, net: | ||
Property and equipment, net | $ 904,027 | $ 773,715 |
United States | ||
Property and equipment, net: | ||
Property and equipment, net | 870,962 | 730,262 |
International | ||
Property and equipment, net: | ||
Property and equipment, net | $ 33,065 | $ 43,453 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||||
Revenue recognized under contractual obligations from customers | $ 6,700,000 | $ 6,200,000 | $ 20,400,000 | $ 16,200,000 | |
Revenue receivable under contractual obligations from customers | $ 4,200,000 | 4,200,000 | $ 4,200,000 | ||
Square Inc | |||||
Related Party Transaction [Line Items] | |||||
Agreement consideration amount | $ 0 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) | Oct. 25, 2016 | Sep. 30, 2018 |
Restructuring Cost And Reserve [Line Items] | ||
Percentage on employees reduction plan | 9.00% | |
Restructuring and related activities, lease terms expiration year | 2,028 | |
2016 Lease Plan | Abandonment Excess Office Space | ||
Restructuring Cost And Reserve [Line Items] | ||
Restructuring and related activities, initiation date | Dec. 17, 2016 | |
Restructuring and related activities, lease terms expiration year | 2,028 |
Restructuring Charges - Summary
Restructuring Charges - Summary of Activities Related to Restructuring Charges (Details) - 2016 Lease Plan $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | ||
Restructuring Cost And Reserve [Line Items] | |||
Accrued as of December 31, 2017 | $ 31,929 | ||
Charges | $ (100) | (1,266) | [1] |
Cash payment | (12,558) | ||
Non-cash and other adjustments | (34) | ||
Accrued as of September 30, 2018 | 18,071 | 18,071 | |
Accrued restructuring, reflected in accrued and other current liabilities | 15,251 | 15,251 | |
Accrued restructuring, reflected in other long-term liabilities | $ 2,820 | $ 2,820 | |
[1] | For the three and nine months ended September 30, 2018, the Company recorded a reduction to restructuring charges related to its 2016 Lease Plan of $0.1 million and $1.3 million in the consolidated statements of operations, respectively. |
Restructuring Charges - Summa_2
Restructuring Charges - Summary of Activities Related to Restructuring Charges (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2018 | ||
2016 Lease Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Charges | $ 100 | $ 1,266 | [1] |
[1] | For the three and nine months ended September 30, 2018, the Company recorded a reduction to restructuring charges related to its 2016 Lease Plan of $0.1 million and $1.3 million in the consolidated statements of operations, respectively. |