Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 07, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
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 Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 766,824,550 | ||
Entity Public Float | $ 31.2 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 1,894,444 | $ 1,638,413 |
Short-term investments | 4,314,957 | 2,764,689 |
Accounts receivable, net of allowance for doubtful accounts of $3,559 and $5,430 | 788,700 | 664,268 |
Prepaid expenses and other current assets | 112,935 | 254,514 |
Total current assets | 7,111,036 | 5,321,884 |
Property and equipment, net | 885,078 | 773,715 |
Intangible assets, net | 45,025 | 49,654 |
Goodwill | 1,227,269 | 1,188,935 |
Deferred tax assets, net | 808,459 | 10,455 |
Other assets | 85,705 | 67,834 |
Total assets | 10,162,572 | 7,412,477 |
Current liabilities: | ||
Accounts payable | 145,186 | 170,969 |
Accrued and other current liabilities | 405,751 | 327,333 |
Convertible notes, short-term | 897,328 | |
Capital leases, short-term | 68,046 | 84,976 |
Total current liabilities | 1,516,311 | 583,278 |
Convertible notes, long-term | 1,730,922 | 1,627,460 |
Capital leases, long-term | 24,394 | 81,308 |
Deferred and other long-term tax liabilities, net | 17,849 | 13,240 |
Other long-term liabilities | 67,502 | 59,973 |
Total liabilities | 3,356,978 | 2,365,259 |
Commitments and contingencies (Note 15) | ||
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; 764,257 and 746,902 shares issued and outstanding | 4 | 4 |
Additional paid-in capital | 8,324,974 | 7,750,522 |
Accumulated other comprehensive loss | (65,311) | (31,579) |
Accumulated deficit | (1,454,073) | (2,671,729) |
Total stockholders' equity | 6,805,594 | 5,047,218 |
Total liabilities and stockholders' equity | $ 10,162,572 | $ 7,412,477 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 3,559 | $ 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 | 764,257,000 | 746,902,000 |
Common stock, shares outstanding | 764,257,000 | 746,902,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Income Statement [Abstract] | |||||
Revenue | $ 3,042,359 | $ 2,443,299 | [1] | $ 2,529,619 | [1] |
Costs and expenses | |||||
Cost of revenue | 964,997 | 861,242 | 932,240 | ||
Research and development | 553,858 | 542,010 | 713,482 | ||
Sales and marketing | 771,361 | 717,419 | 957,829 | ||
General and administrative | 298,818 | 283,888 | 293,276 | ||
Total costs and expenses | 2,589,034 | 2,404,559 | 2,896,827 | ||
Income (loss) from operations | 453,325 | 38,740 | (367,208) | ||
Interest expense | (132,606) | (105,237) | (99,968) | ||
Interest income | 111,221 | 44,383 | 24,277 | ||
Other income (expense), net | (8,396) | (73,304) | 2,065 | ||
Income (loss) before income taxes | 423,544 | (95,418) | (440,834) | ||
Provision (benefit) for income taxes | (782,052) | 12,645 | 16,039 | ||
Net income (loss) | $ 1,205,596 | $ (108,063) | $ (456,873) | ||
Net income (loss) per share attributable to common stockholders: | |||||
Basic | $ 1.60 | $ (0.15) | $ (0.65) | ||
Diluted | $ 1.56 | $ (0.15) | $ (0.65) | ||
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders: | |||||
Basic | 754,326 | 732,702 | 702,135 | ||
Diluted | 772,686 | 732,702 | 702,135 | ||
[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) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income (loss) | $ 1,205,596 | $ (108,063) | $ (456,873) |
Other comprehensive income (loss), net of tax: | |||
Change in unrealized gain (loss) on investments in available-for-sale securities | (393) | (1,325) | 1,685 |
Change in foreign currency translation adjustment | (33,339) | 38,999 | (25,372) |
Net change in accumulated other comprehensive income (loss) | (33,732) | 37,674 | (23,687) |
Comprehensive income (loss) | $ 1,171,864 | $ (70,389) | $ (480,560) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance, beginning of period, shares at Dec. 31, 2015 | 694,132 | ||||
Balance, beginning of period at Dec. 31, 2015 | $ 3 | $ 6,507,087 | $ (2,093,477) | $ (45,566) | |
Issuance of common stock in connection with RSU vesting, shares | 26,909 | ||||
Issuance of common stock in connection with RSU vesting | $ 1 | ||||
Issuance of common stock in connection with acquisitions, shares | 41 | ||||
Issuance of common stock in connection with acquisitions | 735 | ||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation, shares | 3,364 | ||||
Exercise of stock options, shares | 2,864 | ||||
Exercise of stock options | 7,714 | ||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 2,039 | ||||
Issuance of common stock upon purchases under employee stock purchase plan | 24,431 | ||||
Shares withheld related to net share settlement of equity awards, shares | (878) | ||||
Shares withheld related to net share settlement of equity awards | (15,598) | ||||
Cancellation of shares contributed by the CEO | (6,814) | ||||
Stock-based compensation | 695,525 | ||||
Other activities, shares | (85) | ||||
Other activities | 4,640 | ||||
Other comprehensive income (loss) | $ (23,687) | (23,687) | |||
Net income (loss) | $ (456,873) | (456,873) | |||
Balance, end of period, shares at Dec. 31, 2016 | 721,572 | 721,572 | |||
Balance, end of period at Dec. 31, 2016 | $ 4,604,935 | $ 4 | 7,224,534 | (2,550,350) | (69,253) |
Issuance of common stock in connection with RSU vesting, shares | 20,855 | ||||
Exercise of stock options, shares | 3,733 | ||||
Exercise of stock options | 9,515 | ||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 1,700 | 1,735 | |||
Issuance of common stock upon purchases under employee stock purchase plan | 23,920 | ||||
Shares withheld related to net share settlement of equity awards, shares | (531) | ||||
Shares withheld related to net share settlement of equity awards | (8,962) | ||||
Stock-based compensation | 488,123 | ||||
Other activities, shares | (462) | ||||
Other activities | 76 | ||||
Other comprehensive income (loss) | $ 37,674 | 37,674 | |||
Net income (loss) | $ (108,063) | (108,063) | |||
Balance, end of period, shares at Dec. 31, 2017 | 746,902 | 746,902 | |||
Balance, end of period at Dec. 31, 2017 | $ 5,047,218 | $ 4 | 7,750,522 | (2,671,729) | (31,579) |
Cumulative-effect adjustment from adoption of stock-based compensation expense simplification rule | 13,316 | (13,316) | |||
Issuance of common stock in connection with RSU vesting, shares | 15,026 | ||||
Issuance of common stock in connection with acquisitions, shares | 119 | ||||
Issuance of common stock in connection with acquisitions | 5,405 | ||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation, shares | 655 | ||||
Issuance of stock options in connection with acquisitions | 917 | ||||
Issuance of restricted stock in connection with acquisitions | 12,843 | ||||
Exercise of stock options, shares | 634 | 634 | |||
Exercise of stock options | 3,442 | ||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 1,500 | 1,539 | |||
Issuance of common stock upon purchases under employee stock purchase plan | 29,288 | ||||
Shares withheld related to net share settlement of equity awards, shares | (610) | ||||
Shares withheld related to net share settlement of equity awards | (19,256) | ||||
Stock-based compensation | 367,668 | ||||
Equity component of the convertible note issuance, net | 252,248 | ||||
Purchase of convertible note hedge | $ 267,950 | (267,950) | |||
Issuance of warrants | 186,760 | ||||
Other activities, shares | (8) | ||||
Other activities | 3,087 | ||||
Other comprehensive income (loss) | (33,732) | (33,732) | |||
Cumulative-effect adjustment from adoption of revenue recognition rule | 12,060 | ||||
Net income (loss) | $ 1,205,596 | 1,205,596 | |||
Balance, end of period, shares at Dec. 31, 2018 | 764,257 | 764,257 | |||
Balance, end of period at Dec. 31, 2018 | $ 6,805,594 | $ 4 | $ 8,324,974 | $ (1,454,073) | $ (65,311) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | |||
Net income (loss) | $ 1,205,596 | $ (108,063) | $ (456,873) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization expense | 425,498 | 395,867 | 402,172 |
Stock-based compensation expense | 326,228 | 433,806 | 615,233 |
Amortization of discount on convertible notes | 105,926 | 80,061 | 74,660 |
Deferred income taxes | (801,720) | (6,415) | (4,775) |
Impairment of investments in privately-held companies | 3,000 | 62,439 | 4,000 |
Other adjustments | (14,139) | 5,753 | 46,042 |
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | |||
Accounts receivable | (130,871) | 2,668 | (22,969) |
Prepaid expenses and other assets | 126,470 | (13,974) | 7,101 |
Accounts payable | (1,533) | 8,371 | (7,112) |
Accrued and other liabilities | 95,256 | (29,304) | 105,576 |
Net cash provided by operating activities | 1,339,711 | 831,209 | 763,055 |
Cash flows from investing activities | |||
Purchases of property and equipment | (483,934) | (160,742) | (218,657) |
Proceeds from sales of property and equipment | 13,070 | 2,783 | |
Purchases of marketable securities | (5,334,396) | (2,687,214) | (2,908,611) |
Proceeds from maturities of marketable securities | 3,732,973 | 2,579,747 | 2,518,631 |
Proceeds from sales of marketable securities | 58,721 | 124,826 | 183,154 |
Proceeds from sales of long-lived assets | 35,000 | ||
Purchases of investments in privately-held companies | (3,375) | (825) | (81,502) |
Business combinations, net of cash acquired | (33,572) | (85,082) | |
Other investing activities | (5,000) | (10,101) | (1,181) |
Net cash used in investing activities | (2,055,513) | (116,526) | (593,248) |
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 | (13,783) | ||
Taxes paid related to net share settlement of equity awards | (19,263) | (8,962) | (15,598) |
Payments of capital lease obligations | (90,351) | (102,775) | (100,558) |
Proceeds from exercise of stock options | 3,415 | 9,444 | 7,540 |
Proceeds from issuances of common stock under employee stock purchase plan | 29,288 | 23,920 | 24,641 |
Net cash provided by (used in) financing activities | 978,116 | (78,373) | (83,975) |
Net increase in cash, cash equivalents and restricted cash | 262,314 | 636,310 | 85,832 |
Foreign exchange effect on cash, cash equivalents and restricted cash | (14,296) | 9,914 | (3,754) |
Cash, cash equivalents and restricted cash at beginning of period | 1,673,857 | 1,027,633 | 945,555 |
Cash, cash equivalents and restricted cash at end of period | 1,921,875 | 1,673,857 | 1,027,633 |
Supplemental cash flow data | |||
Interest paid in cash | 14,547 | 13,990 | 12,953 |
Taxes paid in cash | 33,065 | 16,216 | 14,532 |
Supplemental disclosures of non-cash investing and financing activities | |||
Common stock issued in connection with acquisitions | 19,165 | 1,341 | |
Equipment purchases under capital leases | 16,086 | 123,235 | 100,281 |
Changes in accrued property and equipment purchases | (23,469) | 16,387 | 5,738 |
Reconciliation of cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows | |||
Cash and cash equivalents | 1,894,444 | 1,638,413 | 988,598 |
Restricted cash included in prepaid expenses and other current assets | 1,698 | 8,289 | 9,449 |
Restricted cash included in other assets | 25,733 | 27,155 | 29,586 |
Cash, cash equivalents and restricted cash at end of period | $ 1,921,875 | $ 1,673,857 | $ 1,027,633 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
The Company | Note 1. The Company 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Principles of Consolidation 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. Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates. 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 management believes are reasonable based on its knowledge of current events, as well as its expectations about actions it may take in the future, and evaluates these estimates on an ongoing basis. Revenue Recognition The Company generates the substantial majority of its revenue from the sale of advertising services with the 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) identifying the performance obligations in the contract, (ii) determining the basis for allocating contract consideration to performance obligations, (iii) determining whether the Company is the principal or the agent in arrangements where another party is involved in providing specified services to a customer, and (iv) estimating the transaction price to be allocated for contracts with tiered rebate provisions. The Company may generate revenue from the sale of certain Promoted 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 its data licensing arrangements, which grant customers a right to Twitter’s intellectual property (“IP”) for a defined period of time, may contain a single performance obligation satisfied at a point in time (“Historical IP”) or over time (“Future IP”), or may contain two or more performance obligations satisfied separately at a point in time (Historical IP) and over time (Future IP). In some of the Company's data licensing arrangements, pricing is a fixed monthly fee over a specified term. In arrangements with a single performance obligation satisfied over time, data licensing revenue is recognized on a straight-line basis over the period in which the Company provides data as the customer consumes and benefits from the continuous data available on an ongoing basis. In arrangements with at least two performance obligations, the Company allocates revenue on a relative basis between the performance obligations based on standalone selling price (“SSP”) and recognizes revenue as the performance obligations are satisfied. In other data licensing arrangements, the Company charges customers based on the amount of sales they generate from downstream customers using Twitter data. Certain of those royalty-based data licensing arrangements are subject to minimum guarantees. For such arrangements with a minimum guarantee and a single Future IP performance obligation, the Company recognizes revenue for minimum guarantees on a straight-line basis over the period in which the Company provides data. For such arrangements with a minimum guarantee and two or more performance obligations, the Company allocates revenue on a relative basis between the performance obligations based on SSP and recognizes revenue as the performance obligations are satisfied. Royalties in excess of minimum guarantees, if any, are recognized as revenue in the period that the related downstream customer sales using the Company’s licensed data occur, and such amounts have been immaterial to date. For data licensing arrangements involving two or more performance obligations, the Company uses directly observable standalone transactions to determine SSP of Historical IP. The Company uses standalone transactions and considers all other reasonably available observable evidence to estimate SSP of Future IP. Other revenue is primarily generated from service fees from transactions completed on the Company's mobile ad exchange. The Company's mobile ad exchange enables buyers and sellers to purchase and sell advertising inventory by matching them in the exchange. The Company has determined it is not the principal in the purchase and sale of advertising inventory in transactions between third-party buyers and sellers on the exchange because the Company does not obtain control of the advertising inventory. The Company reports revenue related to its ad exchange services on a net basis for the fees paid by buyers, net of costs related to acquiring the advertising inventory paid to sellers. Arrangements involving multiple performance obligations primarily consist of combinations of the Company's pay-for-performance products, Promoted 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. The Company has elected to exclude certain sales and indirect taxes from the determination of the transaction price. Cost of Revenue Cost of revenue includes infrastructure costs, other direct costs including content costs, amortization expense of technology acquired through acquisitions and amortization of capitalized labor costs for internally developed software, allocated facilities costs, as well as traffic acquisition costs (“TAC”). Infrastructure costs consist primarily of data center costs related to the Company’s co-located facilities, which include lease and hosting costs, related support and maintenance costs and energy and bandwidth costs, as well as depreciation of servers and networking equipment, and personnel-related costs, including salaries, benefits and stock-based compensation, for its operations teams. Content costs are primarily related to payments to providers from whom the Company licenses content, in order to increase engagement on the platform. The fees paid to these content providers may be based on revenues generated, or a minimum guaranteed fee. TAC consists of costs incurred with third parties in connection with the sale to advertisers of advertising products that the Company places on third-party publishers’ websites, applications or other offerings collectively resulting from acquisitions and from the Company’s organically-built advertising network, Twitter Audience Platform. Stock-Based Compensation Expense The Company accounts for stock-based compensation expense under the fair value recognition and measurement provisions of GAAP. Stock-based awards granted to employees are measured based on the grant-date fair value. For service-based restricted stock awards and performance-based restricted stock awards without market conditions, the Company recognizes the compensation expense only for those awards expected to meet the performance and service vesting condition on a straight-line basis over the requisite service period which is generally one year for performance vesting condition awards and five years regardless of whether the market condition is satisfied, provided that the requisite service has been provided. Starting in 2017, The Company estimates the fair value of stock options granted and stock purchase rights provided under the Company’s employee stock purchase plan using the Black-Scholes option pricing model on the dates of grant. The compensation expense related to stock options and employee stock purchase rights is recognized on a straight-line basis over the requisite service period. The fair value of performance-based restricted stock awards with market conditions is determined using a Monte Carlo simulation to estimate the grant date fair value. The Company issues restricted stock subject to a lapsing right of repurchase to continuing employees of certain acquired companies. Since these issuances are subject to post-acquisition employment, the Company accounts for them as post-acquisition stock-based compensation expense. The grant-date fair value of restricted stock granted in connection with acquisitions is recognized as stock-based compensation expense on a straight-line basis over the requisite service period. Acquisitions The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Investments in Privately-Held Companies The Company makes strategic investments in privately-held companies. The Company 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’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 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 private 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 private companies operate or based on the price observed from the most recent completed financing. Loss Contingencies The Company is involved in various lawsuits, claims, investigations, and proceedings that arise in the ordinary course of business. The Company records a liability when it believes that it is both probable that a loss has been incurred and the amount or range can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Company reviews these provisions on a quarterly basis and adjust these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. Restructuring and Other Charges The Company records charges associated with management-approved restructuring plans to reduce headcount and for leases. Restructuring costs are recognized when the related liability is incurred and measured at fair value. The Company records a liability for employee terminations when all of the following conditions have been met: management, having the authority to approve the action, commits to a plan of termination; the plan identifies the number of employees to be terminated, their job classifications and their locations, and the expected completion date; the plan establishes the terms of the benefit arrangement in sufficient detail to enable employees to determine the type and amount of benefits they will receive if they are involuntarily terminated; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company accrues for costs to terminate an operating lease or other contract when it terminates the contract in accordance with the contract terms. A liability for costs that will continue to be incurred under a contract for the remaining term without economic benefits to the Company is recognized and measured when the entity meets the cease-use date. In recording liabilities for cease-use facilities, the Company makes various assumptions, including the time period over which the facilities are expected to be vacant, expected sublease terms and expected sublease rates. The estimates involve a number of risks and uncertainties, some of which are beyond the Company’s control, including future real estate market conditions and the Company’s ability to successfully enter into sublease agreements with terms as favorable as those assumed when arriving at the estimates. The Company regularly evaluates a number of factors to determine the appropriateness and reasonableness of the restructuring and lease loss accruals including the various assumptions noted above. If actual results differed significantly from its estimates, the Company may be required to adjust the restructuring and lease loss accruals in the future. Operating and Capital Leases The Company leases office space and data center facilities under operating leases. Certain lease agreements contain free or escalating rent payment provisions. The Company recognizes rent expense under such leases on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis in determining the lease term. The Company also has entered into server and networking equipment lease arrangements with original lease terms up to four years. The Company’s server and networking equipment leases typically are accounted for as capital leases as they meet one or more of the four capital lease classification criteria. Assets acquired under capital leases are amortized over their estimated useful life. As of December 31, 2018 and 2017, the Company had capital lease obligations included in short-term and long-term capital lease obligations in the consolidated balance sheets of $92.4 million and $166.3 million, respectively. In the years ended December 31, 2018, 2017 and 2016, the Company recorded approximately $4.9 million, $5.6 million and $5.5 million, respectively, of interest expense in relation to these capital lease arrangements. Cash, Cash Equivalents and Investments The Company invests its excess cash primarily in short-term fixed income securities, including government and investment-grade debt securities and money market funds. The Company classifies all liquid investments with stated maturities of three months or less from date of purchase as cash equivalents. The Company classifies all marketable securities for use in current operations, even if the security matures beyond 12 months, and presents them as short-term investments in the consolidated balance sheets. As of December 31, 2018 and 2017, the Company has restricted cash balances of $1.7 million and $8.3 million, respectively, within prepaid expenses and other current assets and $25.7 million and $27.1 million, respectively, in other assets on the accompanying consolidated balance sheets based upon the term of the remaining restrictions. These restricted cash balances are primarily cash deposits to back letters of credit related to certain property leases. The Company determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable securities as available-for-sale. After considering the Company’s capital preservation objectives, as well as its liquidity requirements, the Company may sell securities prior to their stated maturities. The Company carries its available-for-sale securities at fair value, and reports the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for unrealized losses determined to be other-than-temporary which are recorded as other income (expense), net. The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method and records such gains and losses as a component of other income (expense), net. Interest earned on cash, cash equivalents, and marketable securities was $111.2 million, $44.4 million, and $24.3 million during the years ended December 31, 2018, 2017 and 2016, respectively. These balances are recorded in interest income in the accompanying consolidated statements of operations. The Company evaluates the investments periodically for possible other-than-temporary impairment. A decline in fair value below the amortized costs of debt securities is considered an other-than-temporary impairment if the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the entire amortized cost basis. In those instances, an impairment charge equal to the difference between the fair value and the amortized cost basis is recognized in earnings. Regardless of the Company’s intent or requirement to sell a debt security, impairment is considered other-than-temporary if the Company does not expect to recover the entire amortized cost basis. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector and establishing a minimum allowable credit rating. To manage the risk exposure, the Company invests cash equivalents and short-term investments in a variety of fixed income securities, including government and investment-grade debt securities and money market funds. The Company places its cash primarily in checking and money market accounts with reputable financial institutions. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits, if any. The Company’s accounts receivable are typically unsecured and are derived from customers around the world in different industries. The Company includes terms in its contracts providing the ability to stop transferring promised goods or services, performs ongoing credit evaluations of its customers, and maintains allowances for potential credit losses. Historically, such losses have been within management’s expectations. As of December 31, 2018 and 2017, no single customer accounted for more than 10% of the Company’s net accounts receivable balance. No single customer accounted for more than 10% of the Company’s revenue in the years ended December 31, 2018, 2017 and 2016. The Company’s note hedge transactions, entered into in connection with the Notes, as defined and further described in Note 5 – Fair Value Measurements, and its derivative financial instruments expose the Company to credit risk to the extent that its counterparties may be unable to meet the terms of the transactions. The Company mitigates this risk by limiting its counterparties to major financial institutions and using multiple financial institutions as counterparties in its hedge transactions. Accounts Receivable, Net The Company records accounts receivable at the invoiced amount. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivable amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, and the customer’s current financial condition. Property and Equipment, Net Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life. The estimated useful lives of property and equipment are described below: Property and Equipment Estimated Useful Life Computer hardware, networking and office equipment Three to five years Computer software Up to four years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term The Company reviews the remaining estimated useful lives of its property and equipment on an ongoing basis. Management is required to use judgment in determining the estimated useful lives of such assets. Changes in circumstances such as technological advances, changes to the Company’s business model, changes in the Company’s business strategy, or changes in the planned use of property and equipment could result in the actual useful lives differing from the Company’s current estimates. In cases where the Company determines that the estimated useful life of property and equipment should be shortened or extended, the Company would apply the new estimated useful life prospectively. The Company reviews property and equipment for impairment when events or changes indicate the carrying amount may not be recoverable. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operating expenses. Capitalization of Interest Interest costs are capitalized for assets that are constructed for the Company’s own internal use, including internally developed software and property and equipment, for the period of time to get them ready for their intended use. During the years ended December 31, 2018, 2017 and 2016, the Company capitalized $3.7 million, $3.6 million and $4.3 million of interest expense, respectively. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. If the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value. The Company conducted its annual goodwill impairment test during the fourth quarter of 2018 and determined that the fair value of the reporting unit significantly exceeded its carrying value. As such, goodwill was not impaired. No impairment charge was recorded in any of the periods presented in the accompanying consolidated financial statements. Intangible Assets Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives of up to eleven years. The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. There have been no impairment charges recorded in any of the periods presented in the accompanying consolidated financial statements. Fair Value Measurements The Company classifies and discloses assets and liabilities measured at fair value on a recurring basis, as well as fair value measurements of assets and liabilities measured on a nonrecurring basis in periods subsequent to initial measurement, in a three-tier fair value hierarchy as described below. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs that may be used to measure fair value are as follows: Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Internal Use Software and Website Development Costs The Company capitalizes certain costs incurred in developing software programs or websites for internal use. In the years ended December 31, 2018, 2017 and 2016, the Company capitalized costs totaling approximately $121.0 million, $113.9 million and $139.0 million, respectively. The estimated useful life of costs capitalized is evaluated for each specific project and is up to four years. In the years ended December 31, 2018, 2017 and 2016, the amortization of capitalized costs totaled approximately $111.8 million, $96.5 million and $74.6 million, respectively. Income Taxes The Company is subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining its provision (benefit) for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. The Company records a provision (benefit) for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company recognizes the deferred income tax effects of a change in tax rates in the period of the enactment. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more like |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 3. 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 policies and 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): Year Ended December 31, 2018 2017 (1) 2016 (1) Revenue by services: Advertising services $ 2,617,397 $ 2,109,987 $ 2,248,052 Data licensing and other 424,962 333,312 281,567 Total revenue $ 3,042,359 $ 2,443,299 $ 2,529,619 Year Ended December 31, 2018 2017 (1) 2016 (1) Revenue by geographic area: United States $ 1,642,259 $ 1,413,614 $ 1,564,776 Japan 507,970 343,741 268,496 Rest of World 892,130 685,944 696,347 Total revenue $ 3,042,359 $ 2,443,299 $ 2,529,619 (1) Revenue Recognition Accounting Policy See Note 2 – Summary of Significant Accounting Policies . 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 twelve months ended December 31, 2018 was an increase to revenue of $16.1 million, an increase to unbilled revenue of $12.6 million, and a reduction to deferred revenue of $3.5 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 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. 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): December 31, January 1, 2018 2018 Unbilled Revenue $ 20,786 $ 7,980 Deferred Revenue $ 38,949 $ 25,869 The amount of revenue recognized in the twelve months ended December 31, 2018 that was included in the opening deferred revenue balance was $25.9 million. 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 December 31, 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 December 31, 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. Remaining Performance Obligations As of December 31, 2018, the aggregate amount of the transaction price allocated to remaining performance obligations in contracts with an original expected duration exceeding one year is $494.8 million. This total amount primarily consists of long-term data licensing contracts and excludes deferred revenue related to the Company’s short-term advertising service arrangements. The Company expects to recognize this amount as revenue over the following time periods (in thousands): Remaining Performance Obligations 2021 and Total 2019 2020 Thereafter Revenue expected to be recognized on remaining performance obligations $ 494,845 $ 201,546 $ 146,612 $ 146,687 |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-term Investments | 12 Months Ended |
Dec. 31, 2018 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Short-term Investments | Note 4. Cash, Cash Equivalents and Short-term Investments Cash, cash equivalents and short-term investments consist of the following (in thousands): December 31, December 31, 2018 2017 Cash and cash equivalents: Cash $ 229,924 $ 301,684 Money market funds 861,206 981,681 Corporate notes, commercial paper and certificates of deposit 803,314 355,048 Total cash and cash equivalents $ 1,894,444 $ 1,638,413 Short-term investments: U.S. government and agency securities including treasury bills $ 1,053,408 $ 1,064,957 Corporate notes, commercial paper and certificates of deposit 3,261,549 1,699,732 Total short-term investments $ 4,314,957 $ 2,764,689 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 as of December 31, 2018 and 2017 (in thousands): December 31, 2018 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 1,053,988 $ 41 $ (621 ) $ 1,053,408 Corporate notes, commercial paper and certificates of deposit 3,265,012 713 (4,176 ) 3,261,549 Total available-for-sale securities classified as short-term investments $ 4,319,000 $ 754 $ (4,797 ) $ 4,314,957 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 available-for-sale securities classified as cash and cash equivalents on the consolidated balance sheets are not included in the tables above as the gross unrealized gains and losses were immaterial for each period. Their carrying value approximates fair value because of the short maturity period of these instruments. The contractual maturities of securities classified as available-for-sale as of December 31, 2018 were as follows (in thousands): December 31, 2018 Due within one year $ 3,262,976 Due after one year through five years 1,051,981 Total $ 4,314,957 The gross unrealized loss on securities in a continuous loss position for 12 months or longer was not material as of December 31, 2018 and 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 | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5. Fair Value Measurements The Company measures its cash equivalents, short-term investments and derivative financial instruments at fair value. The Company classifies its cash equivalents, short-term investments and derivative financial instruments within Level 1 or Level 2 because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The fair value of the Company’s Level 1 financial assets is based on quoted market prices of the identical underlying security. The fair value of the Company’s Level 2 financial assets is based on inputs that are directly or indirectly observable in the market, including the readily-available pricing sources for the identical underlying security that may not be actively traded. The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2018 and 2017 based on the three-tier fair value hierarchy (in thousands): December 31, 2018 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 861,206 $ — $ 861,206 Corporate notes 24,537 24,537 Commercial paper — 778,777 778,777 Short-term investments: Treasury bills — 294,128 294,128 U.S. government and agency securities — 759,280 759,280 Corporate notes — 1,713,835 1,713,835 Commercial paper — 733,999 733,999 Certificates of deposit — 813,715 813,715 Other current assets: Foreign currency contracts — 1,343 1,343 Total $ 861,206 $ 5,119,614 $ 5,980,820 Liabilities Other current liabilities: Foreign currency contracts — 3,826 3,826 Total $ — $ 3,826 $ 3,826 December 31, 2017 Level 1 Level 2 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 and agency securities — 1,064,957 1,064,957 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 in aggregate principal amount of 0.25% convertible senior notes due in 2024 (the “2024 Notes”) 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 in aggregate principal amount of 0.25% convertible senior notes due in 2019 (the “2019 Notes”) and $954.0 million in aggregate 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 10 – 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 December 31, 2018, was approximately $909.2 million, $872.6 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 income (expense), net in the consolidated statements of operations. The notional principal of foreign currency contracts outstanding was equivalent to $545.3 million and $326.1 million at December 31, 2018 and 2017, respectively. The fair values of outstanding derivative instruments for the periods presented on a gross basis are as follows (in thousands): December 31, December 31, Balance Sheet Location 2018 2017 Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 1,343 $ 2,237 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities $ 3,826 $ 601 The Company recognized $11.6 million of net losses, $8.3 million of net gains, and $1.6 million of net gains on the foreign currency contracts in the year ended December 31, 2018, 2017 and 2016, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 6. Property and Equipment, Net The following table presents the detail of property and equipment, net for the periods presented (in thousands): December 31, December 31, 2018 2017 Property and equipment, net Equipment $ 1,185,270 $ 1,091,672 Furniture and leasehold improvements 328,532 314,852 Capitalized software 554,962 472,147 Construction in progress 96,488 49,417 Total 2,165,252 1,928,088 Less: Accumulated depreciation and amortization (1,280,174 ) (1,154,373 ) Property and equipment, net $ 885,078 $ 773,715 The gross carrying amount of property and equipment includes $241.4 million and $284.0 million of server and networking equipment acquired under capital leases as of December 31, 2018 and 2017, respectively. The accumulated depreciation of the equipment under capital leases totaled $154.0 million and $123.4 million as of December 31, 2018 and 2017, respectively. Depreciation expense totaled $406.5 million, $349.3 million and $332.8 million for the years ended December 31, 2018, 2017 and 2016, respectively. Included in these amounts were depreciation expense for server and networking equipment acquired under capital leases in the amount of $84.2 million, $93.6 million and $100.8 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 7. 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 (5,680 ) Balance as of December 31, 2018 $ 1,227,269 For each of the periods presented, the gross goodwill balance equaled the net balance since no impairment charges have been recorded. Refer to Note 9 – Acquisitions and Other Investments for further details about goodwill. The following table presents the detail of intangible assets for the periods presented (in thousands): Gross Carrying Accumulated Net Carrying Value Amortization Value December 31, 2018: Patents and developed technologies $ 93,211 $ (48,806 ) $ 44,405 Publisher and advertiser relationships 9,300 (8,680 ) 620 Total $ 102,511 $ (57,486 ) $ 45,025 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 Patents and developed technologies are amortized over a period of up to eleven years from the respective purchase dates, and publisher and advertiser relationships are amortized over a period of five years. Amortization expense associated with intangible assets for the years ended December 31, 2018, 2017 and 2016 was $19.0 million, $46.5 million and $69.3 million, respectively. During the year ended December 31, 2018, $13.9 million in gross carrying value and accumulated amortization related to fully-amortized intangible assets was eliminated. Estimated future amortization expense as of December 31, 2018 is as follows (in thousands): Years ending December 31, 2019 $ 14,808 2020 10,081 2021 7,218 2022 4,290 2023 4,264 Thereafter 4,364 Total $ 45,025 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables And Accruals [Abstract] | |
Accrued and Other Current Liabilities | Note 8. Accrued and other current liabilities The following table presents the detail of accrued and other current liabilities for the periods presented (in thousands): December 31, December 31, 2018 2017 Accrued compensation $ 155,830 $ 98,553 Accrued tax liabilities 39,729 36,097 Accrued publisher, content and ad network costs 33,014 32,462 Deferred revenue 38,949 27,824 Accrued other 138,229 132,397 Total $ 405,751 $ 327,333 |
Acquisitions and Other Investme
Acquisitions and Other Investments | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions and Other Investments | Note 9. Acquisitions and Other Investments 2018 Acquisition During the year ended 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. 2017 Acquisitions The Company did not complete any acquisitions during the year ended December 31, 2017. 2016 Acquisitions During the year ended December 31, 2016, the Company acquired several companies, each of which was accounted for as a business combination. The total purchase price of $91.4 million (paid in shares of the Company’s common stock having a total fair value of $1.3 million and cash of $90.1 million) for these acquisitions was allocated as follows: $14.4 million to developed technologies, $5.0 million to cash acquired, $0.2 million to net tangible assets acquired based on their estimated fair value on the acquisition date, $2.4 million to deferred tax liability, and the excess $74.2 million of the purchase price over the fair value of net assets acquired to goodwill. The goodwill from the acquisitions are mainly attributable to assembled workforce, expected synergies and other benefits. Tax deductible goodwill resulting from certain of these acquisitions was $63.8 million. The remaining goodwill is not tax deductible for U.S. income tax purposes. Developed technologies will be amortized on a straight-line basis over their estimated useful lives of up to 24 months. The results of operations for each of these acquisitions have been included in the Company’s consolidated statements of operations since the date of acquisition. Actual and pro forma revenue and results of operations for these acquisitions have not been presented because they do not have a material impact on the consolidated revenue and results of operations, either individually or in the aggregate. 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 December 31, 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 $25.8 million and $27.6 million as of December 31, 2018 and 2017, respectively. The maximum loss the Company can incur for its investments is their carrying value. These investments in privately-held companies are included within other assets on the consolidated balance sheets. The Company periodically evaluates the carrying value of the investments in privately-held companies when events and circumstances indicate that the carrying amount of the investment may not be recovered. The Company estimates the fair value of the investments to assess whether impairment losses shall be recorded using Level 3 inputs. These investments include the Company’s holdings in privately-held companies that are not exchange traded and therefore not supported with observable market prices; hence, the Company may determine the fair value by reviewing equity valuation reports, current financial results, long-term plans of the privately-held companies, the amount of cash that the privately-held companies have on-hand, the ability to obtain additional financing and overall market conditions in which the privately-held companies operate or based on the price observed from the most recent completed financing. In the years ended December 31, 2018, 2017, and 2016, the Company recorded impairment charges of $3.0 million, $62.4 million, and $4.0 million, respectively, within |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 10. Convertible Notes 2024 Notes In June 2018, the Company issued $1.15 billion in aggregate 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 is payable semi-annually in arrears on June 15 and December 15 of each year, which commenced on December 15, 2018. Each $1,000 of principal of the 2024 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 the 2024 Notes may convert the 2024 Notes at their option at any time on or after March 15, 2024 until close of business on the second scheduled trading day immediately preceding the maturity date of June 15, 2024. Further, 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 (as used in this paragraph, the “measurement period”) in which the trading price (as defined in the Indenture governing the 2024 Notes) per $1,000 principal amount of 2024 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 2024 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 2024 Notes for cash at a repurchase price equal to 100% of the principal amount of the 2024 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 2024 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 2024 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 2024 Notes. Concurrent 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 an initial strike 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 in connection with the issuance of the 2024 Notes are intended to offset any actual dilution from the conversion of these 2024 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 December 31, 2018. 2019 Notes and 2021 Notes In 2014, the Company issued $935.0 million in aggregate principal amount of 2019 Notes and $954.0 million in aggregate principal amount of 2021 Notes in a private placement to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended. The total net proceeds from this offering were approximately $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 2019 Notes and 2021 Notes represent senior unsecured obligations of the Company. 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, which commenced on March 15, 2015. Each $1,000 of principal of these Notes will initially be convertible into 12.8793 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $77.64 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 until close of business on the second scheduled trading day immediately preceding the relevant maturity date which is March 15, 2019 for the 2019 Notes and March 15, 2021 for the 2021 Notes. Further, holders of each of these notes may convert their notes at their option prior to the respective dates above, only under the following circumstances: 1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2014 (and only during such calendar quarters), if the last reported sale price of Twitter’s 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 relevant series of 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 related Indenture) per $1,000 principal amount of 2019 notes or 2021 notes, as applicable, 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 of the relevant series on each such trading day; or 3) upon the occurrence of certain specified corporate events. Upon conversion of the 2019 Notes and 2021 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 described herein) calculated on a proportionate basis for each trading day in a 30 trading day observation period. If a fundamental change (as defined in the relevant indenture governing the applicable series of Notes) occurs prior to the maturity date, holders of the 2019 Notes and 2021 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 applicable maturity date, 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 2019 Notes and 2021 Notes from the respective host debt instrument, which is referred to as debt discount, and initially recorded the conversion option of $222.8 million for the 2019 Notes and $283.3 million for the 2021 Notes in stockholders’ equity. The resulting debt discounts on the 2019 Notes and 2021 Notes are being amortized to interest expense at an effective interest rate of 5.75% and 6.25%, respectively, over the contractual terms of the notes. The Company allocated $0.1 million of debt issuance costs to the equity component, and the remaining debt issuance costs of $0.4 million are being amortized to interest expense. Concurrently with the offering of these Notes in September and October 2014, 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 24.3 million shares of its common stock at a price of approximately $77.64 per share. The total cost of the convertible note hedge transactions was $407.2 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 24.3 million shares of the Company’s common stock at a price of $105.28. The Company received $289.3 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 $77.64 to $105.28 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 2014. The Notes consisted of the following (in thousands): December 31, 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) (37,672 ) (130,232 ) (242,846 ) (88,359 ) (173,181 ) Net carrying amount $ 897,328 $ 823,768 $ 907,154 $ 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 twelve months ended December 31, 2018, 2017, and 2016, the Company recognized $115.4 million, $88.5 million and $83.9 million, respectively, of interest expense related to the amortization of debt discount and issuance costs prior to capitalization of interest. The Company recognized $13.4 million of coupon interest expense in the year ended December 31, 2018, and $11.9 million of coupon interest expense in each of the years ended December 31, 2017 and 2016. As of December 31, 2018, the remaining life of the 2019 Notes, 2021 Notes, and 2024 Notes is approximately 8 months, 32 months, and 65 months, respectively. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 11. 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. 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 including potential dilutive common stock instruments. In the years ended December 31, 2017 and 2016, the Company’s potential common stock instruments such as stock options, RSUs, shares to be purchased under the 2013 Employee Stock Purchase Plan, shares subject to repurchases, conversion feature of the Notes and the warrants were not included in the computation of diluted loss per share as the effect of including these shares in the calculation would have been anti-dilutive. The following table presents the calculation of basic and diluted net loss per share for periods presented (in thousands, except per share data). Year Ended December 31, 2018 2017 2016 Basic net income (loss) per share: Numerator Net income (loss) $ 1,205,596 $ (108,063 ) $ (456,873 ) Denominator Weighted-average common shares outstanding 756,916 736,607 708,010 Weighted-average restricted stock subject to repurchase (2,590 ) (3,905 ) (5,875 ) Weighted-average shares used to compute basic net income (loss) per share 754,326 732,702 702,135 Basic net income (loss) per share attributable to common stockholders $ 1.60 $ (0.15 ) $ (0.65 ) Diluted net income (loss) per share: Numerator Net income (loss) $ 1,205,596 $ (108,063 ) $ (456,873 ) Denominator Number of shares used in basic computation 754,326 732,702 702,135 Weighted-average effect of dilutive securities: RSUs 13,285 — — Stock options 2,686 — — Other 2,389 — — Weighted-average shares used to compute diluted net income (loss) per share 772,686 732,702 702,135 Diluted net income (loss) per share attributable to common stockholders $ 1.56 $ (0.15 ) $ (0.65 ) The following number of potential common shares at the end of each period were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2018 2017 2016 RSUs 14,949 33,123 48,069 Warrants 44,454 24,329 24,329 Stock options 837 4,793 8,723 Shares subject to repurchase and others 1,951 5,879 6,637 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, the warrants are anti-dilutive. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2018 | |
Temporary Equity Disclosure [Abstract] | |
Preferred Stock | Note 12. Preferred Stock The Company has the authority to issue up to 200,000,000 shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the stockholders. As of December 31, 2018 and 2017, there was no preferred stock outstanding. |
Common Stock and Stockholders'
Common Stock and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Stockholders Equity Note [Abstract] | |
Common Stock and Stockholders' Equity | Note 13. Common Stock and Stockholders’ Equity Common Stock As of December 31, 2018, the Company is authorized to issue 5.0 billion shares of $0.000005 par value common stock in accordance with the Certificate of Incorporation, as amended and restated. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding. As of December 31, 2018, no dividends have been declared. Equity Incentive Plans The Company’s 2013 Equity Incentive Plan 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. As of December 31, 2018, the total number of options, RSUs, and PRSUs outstanding under the 2013 Equity Incentive Plan was 32.5 million shares, and 176.0 million shares were available for future issuance. There were 2.5 million shares of options outstanding under the 2007 Equity Incentive Plan as of December 31, 2018. No additional shares have been issued under the 2007 Equity Incentive Plan since 2013. Options granted under the Company’s Equity Incentive Plans generally expire 10 years after the grant date. The Company issues new shares to satisfy stock option exercises. On May 25, 2016, the Company’s stockholders approved the 2016 Equity Incentive Plan. A total of 6,814,085 shares were reserved under the 2016 Equity Incentive Plan, which equals the number of shares that the Jack Dorsey Revocable Trust dated December 8, 2010 (the “Jack Dorsey Trust”), for which Jack Dorsey, the Company’s Chief Executive Officer, serves as trustee, gave back and contributed to the Company without any cost or charge to the Company. All such shares have been retired and cancelled by the Company. A maximum aggregate number of 6,814,085 shares were reserved under the 2016 Equity Incentive Plan and are available for grants. The Company also assumed stock options of acquired entities in connection with certain acquisitions. While the respective stock plans were terminated on the closing of each acquisition, they continue to govern the terms of stock options assumed in the respective acquisition. Restricted Common Stock The Company has granted restricted common stock to certain continuing employees in connection with the acquisitions. Vesting of this stock is dependent on the respective employee’s continued employment at the Company during the requisite service period, which is up to four years from the issuance date, and the Company has the right to repurchase the unvested shares upon termination of employment. The fair value of the restricted common stock issued to employees is recorded as compensation expense on a straight-line basis over the requisite service period. The activities for the restricted common stock issued to employees for the year ended December 31, 2018 are summarized as follows (in thousands, except per share data): Weighted-Average Number of Grant-Date Fair Shares Value Per Share Unvested restricted common stock at December 31, 2017 2,764 $ 19.60 Granted 654 $ 25.62 Vested (1,173 ) $ 23.05 Canceled (7 ) $ 36.44 Unvested restricted common stock at December 31, 2018 2,238 $ 19.50 Employee Stock Purchase Plan On November 7, 2013, the Company’s 2013 Employee Stock Purchase Plan (the “ESPP”) became effective. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP provides for twelve-month offering periods, and each offering period will include purchase periods, which will be the approximately six-month period commencing with one exercise date and ending with the next exercise date. Employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the exercise date. The number of shares available for sale under the ESPP were and will be increased annually on the first day of each fiscal year, equal to the least of i) 11.3 million shares; ii) 1% of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year; or iii) such other amount as determined by the Board of Directors. During the years ended December 31, 2018 and 2017, employees purchased an aggregate of 1.5 million and 1.7 million shares, respectively, under this plan at a weighted average price of $19.03 and $13.79 per share, respectively. Stock Option Activity A summary of stock option activity for the year ended December 31, 2018 is as follows (in thousands, except years and per share data): Options Outstanding Weighted- Weighted- Average Average Remaining Number of Exercise Contractual Life Aggregate Shares Price Per Share (in years) Intrinsic Value Outstanding at December 31, 2017 4,793 $ 11.94 4.84 $ 70,932 Options granted and assumed in connection with acquisitions 46 $ 2.00 Options exercised (634 ) $ 5.43 Options canceled (513 ) $ 41.11 Outstanding at December 31, 2018 3,692 $ 8.88 3.64 $ 73,581 Exercisable at December 31, 2018 3,363 $ 7.84 3.32 $ 70,468 The aggregate intrinsic value in the table above represents the difference between the fair value of common stock and the exercise price of outstanding, in-the-money stock options. The total intrinsic values of stock options exercised in the years ended December 31, 2018, 2017 and 2016 were $16.9 million, $51.6 million and $41.4 million, respectively. Performance Restricted Stock Units Activity The Company grants restricted stock units to certain of its executive officers periodically that vest based on the Company’s attainment of the annual financial performance goals and the executives’ continued employment through the vesting date, approximately one year (“PRSUs”). These PRSUs are granted when the annual performance targets are set 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 year ended December 31, 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 Canceled (129 ) $ 34.36 Unvested and outstanding at December 31, 2018 (1) 390 $ 35.55 (1) The PRSUs unvested and outstanding at December 31, 2018 represent performance based awards for the 2018 performance period and given financial results for the financial year will vest at 193% of target, or approximately 752,000 RSUs. The total fair value of PRSUs vested during the year ended December 31, 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 year ended December 31, 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 (140 ) $ 35.05 Unvested and outstanding at December 31, 2018 (1) 420 $ 45.78 (1) The TSR RSUs unvested and outstanding at December 31, 2018 include performance based awards for the 2017 to 2018 performance period, and given financial results for the 2017 and 2018 financial years will vest at 132% of target, or approximately 121,500 RSUs. In addition, there are 1,148,311 additional PRSUs and TSR RSUs that will vest based on performance goals and Total Shareholder Return (“TSR”) targets, respectively, 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 for the year ended December 31, 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 19,101 $ 30.73 Vested (14,379 ) $ 21.64 Canceled (7,458 ) $ 23.17 Unvested and outstanding at December 31, 2018 30,387 $ 24.97 The total fair value of RSUs vested during the years ended December 31, 2018, 2017, and 2016 was approximately $445.7 million, $358.7 million, and $466.4 million, respectively. Stock-Based Compensation Expense Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Cost of revenue $ 17,289 $ 23,849 $ 29,502 Research and development 183,799 240,833 335,498 Sales and marketing 71,305 94,135 160,935 General and administrative 53,835 74,989 89,298 Total stock-based compensation expense $ 326,228 $ 433,806 $ 615,233 The amount of incremental stock-based compensation recorded in relation to the modification of stock-based awards was not material for the years ended December 31, 2018, 2017 and 2016. The Company capitalized $41.4 million, $51.8 million and $73.9 million of stock-based compensation expense associated with the cost for developing software for internal use in the years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, there was $715.0 million of gross unamortized stock-based compensation expense related to unvested awards which will be recognized over a weighted-average period of 2.9 years. Starting in 2017, the Company accounts for forfeitures as they occur. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14. Income Taxes The domestic and foreign components of income (loss) before income taxes for the years ended December 31, 2018, 2017 and 2016 are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Domestic $ 193,500 $ (18,412 ) $ (237,325 ) Foreign 230,044 (77,006 ) (203,509 ) Income (loss) before income taxes $ 423,544 $ (95,418 ) $ (440,834 ) The components of the provision (benefit) for income taxes for the years ended December 31, 2018, 2017 and 2016 are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Current: Federal $ (1,661 ) $ 1,977 $ 1,087 State 4,083 316 (143 ) Foreign 17,246 16,767 19,870 Total current provision for income taxes 19,668 19,060 20,814 Deferred: Federal (711,084 ) (4,701 ) 293 State (49,047 ) (67 ) 17 Foreign (41,589 ) (1,647 ) (5,085 ) Total deferred benefit for income taxes (801,720 ) (6,415 ) (4,775 ) Provision (benefit) for income taxes $ (782,052 ) $ 12,645 $ 16,039 The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2018, 2017 and 2016: Year Ended December 31, 2018 2017 2016 Tax at federal statutory rate 21.0 % 35.0 % 35.0 % State taxes, net of federal benefit (8.4 ) (0.3 ) 0.0 Stock-based compensation (6.4 ) (28.5 ) (2.8 ) Research and development credits (5.6 ) 18.6 4.9 Valuation allowance (179.1 ) 425.2 (7.0 ) Effect of the U.S. Tax Act 0.0 (369.8 ) 0.0 Nondeductible other expenses 0.2 (8.7 ) (6.1 ) Foreign rate differential (6.4 ) (81.2 ) (27.4 ) Other 0.1 (3.6 ) (0.2 ) Effective tax rate (184.6 )% (13.3 )% (3.6 )% The tax effects of temporary differences and related deferred tax assets and liabilities as of December 31, 2018 and 2017 are as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 513,427 $ 720,444 Accruals and reserves 32,298 26,202 Stock-based compensation expense 29,600 32,825 Tax credits 375,699 327,756 Capitalized research expenditures 13,868 — Fixed assets and intangible assets 24,819 10,803 Investments 16,571 14,906 Other 17,658 19,683 Total deferred tax assets 1,023,940 1,152,619 Valuation allowance (210,862 ) (1,021,326 ) Total deferred tax assets, net of valuation allowance 813,078 131,293 Deferred tax liabilities: Fixed assets and intangible assets — (57,290 ) Capitalized research expenditures — (51,179 ) Other (4,619 ) (12,369 ) Total deferred tax liabilities (4,619 ) (120,838 ) Net deferred tax assets $ 808,459 $ 10,455 In December 2017, the Tax Act was enacted into law and the new legislation contains several key provisions that affected the Company, including a reduction of the federal corporate income tax rate to 21% effective January 1, 2018. The Company is required to recognize the effect of the tax law changes in the period of enactment, such as re-measuring its U.S. deferred tax assets and liabilities as well as its valuation allowance against its net U.S. deferred tax assets. Also in December 2017, the SEC staff issued SAB 118, which allowed the Company to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. During the fourth quarter of 2018, the Company completed its accounting for the Tax Act as summarized below: • The Company previously recognized a provisional reduction in its deferred tax assets, with a corresponding decrease to the valuation allowance of the same amount, related to the revaluation of deferred tax assets and liabilities. No adjustments were made to the provisional estimates recorded due to the full valuation allowance upon adoption. • The Company was not subject to the one-time mandatory transition tax. • The Company elected to record the taxes for GILTI as period costs. • The Company elected to utilize tax law ordering for reflecting the realization of the net operating losses expected to offset future GILTI. The Company has recorded a valuation allowance of $14.6 million and $780.2 million against its gross U.S. federal deferred tax asset balance as of December 31, 2018, and December 31, 2017, respectively, as well as a valuation allowance of $196.3 million and $222.9 million against its gross state deferred tax asset balance as of December 31, 2018, and December 31, 2017, respectively. During the year ended December 31, 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 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 and 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. At December 31, 2018, the Company had $2.85 billion of U.S. federal and $1.30 billion of state net operating losses, which will begin to expire in 2034 for federal and 2026 for state tax purposes, if not utilized. The Company also has $300.4 million and $236.2 million of U.S. federal and state research credit carryforwards, respectively. The U.S. federal credit carryforward will begin to expire in 2027. The state research tax credits have no expiration date. Additionally, the Company has California Enterprise Zone Credit carryforwards of $19.1 million which will begin to expire in 2023. Utilization of the net operating loss and credit carryforwards may be subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions. Any annual limitation may result in the expiration of net operating losses and credits before utilization. Also during the year ended December 31, 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 $47.7 million. The Company reported cumulative profit before tax (adjusted for permanent items) over the previous twelve quarters in its Brazilian operations based on U.S. GAAP and expects that net operating loss carryovers and other deductible amounts in Brazil will ultimately be realizable against future profits. The Company concluded, based upon the preponderance of positive evidence 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 in Brazil would be realizable due to U.S. GAAP forecasted profits for Twitter Brazil. 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. As of December 31, 2018, the unrecognized tax benefit was $332.3 million, including $317.5 million of unrecognized tax benefits which, if recognized, will not affect the annual effective tax rate as these unrecognized tax benefits would increase deferred tax assets which would be subject to a full valuation allowance, and the remaining $14.8 million of unrecognized tax benefits which, if recognized, would affect the annual effective tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Gross unrecognized tax benefits at the beginning of the year $ 259,781 $ 269,508 $ 209,443 Increases related to prior year tax positions 20,000 913 3,682 Decreases related to prior year tax positions (13,174 ) — — Decreases related to settlement with tax authorities — (1,415 ) — Decreases related to the Tax Act — (71,104 ) — Increases related to current year tax positions 66,249 61,879 56,383 Statute of limitations expirations (542 ) — — Gross unrecognized tax benefits at the end of the year $ 332,314 $ 259,781 $ 269,508 Total unrecognized tax benefits are recorded on the Company’s consolidated balance sheets as follows (in thousands): December 31, 2018 2017 Total unrecognized tax benefits balance $ 332,314 $ 259,781 Amounts netted against related deferred tax assets (317,524 ) (246,776 ) Unrecognized tax benefits recorded on consolidated balance sheets $ 14,790 $ 13,005 The Company recognizes interest and/or penalties related to income tax matters as a component of income tax expense. In 2018, the Company recognized net interest and penalties of $2.2 million in income tax expense. As of December 31, 2018, the Company recorded $3.1 million of interest and penalties related to uncertain tax positions. The Company is subject to taxation in the United States and various state and foreign jurisdictions. Earnings from non-US activities are subject to local country income tax. The material jurisdictions in which the Company is subject to potential examination by taxing authorities include the United States, California and Ireland. The Company is currently under examination in California for tax years 2013 through 2015. The Company believes that adequate amounts have been reserved in these jurisdictions. The Company’s 2007 to 2017 tax years remain subject to examination by the United States and California due to tax attributes, and its 2014 to 2017 tax years remain subject to examination in Ireland. The Company remains subject to possible examination in various other jurisdictions that are not expected to result in material tax adjustments. The Company does not believe that its unrecognized tax benefits will materially change within the next 12 months. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 15. 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. In connection with entering into the $500.0 million credit facility, the Company also terminated its $1.0 billion unsecured revolving credit facility. The Company is obligated to pay interest on loans under the new 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 new credit facility is determined based on calculations using certain market rates as set forth in the credit agreement. As of December 31, 2018, no amounts had been drawn under the credit facility. 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 between 2019 and 2028. During the year ended December 31, 2018 and 2017, the Company 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 December 31, 2018 is as follows (in thousands): Operating Sublease Capital Leases Income Leases Years Ending December 31, 2019 $ 161,932 $ (24,312 ) $ 70,506 2020 151,751 (15,144 ) 23,845 2021 110,853 (11,762 ) 569 2022 89,398 (1,319 ) — 2023 62,137 — — Thereafter 263,441 — — $ 839,512 $ (52,537 ) 94,920 Less: Amounts representing interest 2,480 Total capital lease obligation 92,440 Less: Short-term portion 68,046 Long-term portion $ 24,394 Rent expense, net of sublease income, under the Company’s operating leases, including co-location arrangements for the Company’s data centers, was $138.8 million, $117.9 million and $155.7 million for the years ended December 31, 2018, 2017 and 2016, 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 December 31, 2018: Payments Due by Year Total 2019 2020-2021 2022-2023 Thereafter (In thousands) 2019 Notes $ 937,338 $ 937,338 $ — $ — $ — 2021 Notes 982,646 9,540 973,106 — — 2024 Notes 1,165,781 2,867 5,742 5,734 1,151,438 Operating lease obligations (1) 839,512 161,932 262,604 151,535 263,441 Capital lease obligations 94,920 70,506 24,414 — — Other contractual commitments (2) 346,922 65,768 135,205 134,404 11,545 Total contractual obligations $ 4,367,119 $ 1,247,951 $ 1,401,071 $ 291,673 $ 1,426,424 (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 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 disputes the claims and intends to continue to defend the lawsuits vigorously. 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 December 31, 2018, except for the above referenced class actions and derivative actions, there was no litigation or contingency with at least a reasonable possibility of a material loss. No material losses have been recorded during the years ended December 31, 2018, 2017 and 2016 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 December 31, 2018 and 2017. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16. Related Party Transactions In September 2015, the Company entered into 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 consolidated 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 $25.9 million and $22.5 million for the years ended December 31, 2018 and December 31, 2017, respectively. No revenue was recognized under contractual obligations from such customers for the year ended December 31, 2016. The Company had outstanding receivable balances of $3.8 million and $4.2 million from such customers as of December 31, 2018 and December 31, 2017, respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 17. Employee Benefit Plan The Company has a 401(k) Plan that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. Under the 401(k) Plan, participating employees may defer a portion of their pretax earnings not to exceed the maximum amount allowable. Matching contributions are based upon the amount of the employees’ contributions subject to certain limitations. The matching contributions made by the Company were $6.3 million for the year ended December 31, 2018 and $2.8 million for each of the years ended December 2017 and 2016. |
Segment Information and Operati
Segment Information and Operations by Geographic Area | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment Information and Operations by Geographic Area | Note 18. Segment Information and Operations by Geographic Area The Company has a single operating segment and reporting unit structure. The Company’s chief operating decision-maker is the Chief Executive Officer who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Revenue See Note 3 – Revenue for further details. Property and Equipment, net The following table sets forth property and equipment, net by geographic area (in thousands): December 31, December 31, 2018 2017 Property and equipment, net: United States $ 853,731 $ 730,262 International 31,347 43,453 Total property and equipment, net $ 885,078 $ 773,715 |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges | Note 19. 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. 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 restructuring charges, as discussed above (in thousands): 2016 Employee 2016 Termination Plan Lease Plan Charges (1) $ 21,611 $ 79,685 Cash payment (11,629 ) (3,562 ) Non-cash and other adjustments (6,357 ) (19,577 ) Accrued as of December 31, 2016 $ 3,625 $ 56,546 Charges (2) $ 608 $ 6,090 Cash payment (4,309 ) (28,371 ) Non-cash and other adjustments 76 (2,336 ) Accrued as of December 31, 2017 $ — $ 31,929 Charges (3) — (4,255 ) Cash payment — (15,525 ) Non-cash and other adjustments — (34 ) Accrued as of December 31, 2018 $ — $ 12,115 Reflected in consolidated balance sheets as of December 31, 2018: (4) Accrued and other current liabilities $ — $ 12,070 Other long-term liabilities $ — $ 45 (1) recorded restructuring charges related to its 2016 Employee Termination Plan and 2016 Lease Plan of $49.0 million within cost of revenue, $30.4 million within sales and marketing, $15.9 million within research and development and $6.0 million within general and administrative in the consolidated statements of operations. ( 2 ) recorded restructuring charges related to its 2016 Employee Termination Plan and 2016 Lease Plan of $0.4 million within cost of revenue, $3.0 million within sales and marketing, $2.1 million within research and development and $1.2 million within general and administrative in the consolidated statements of operations. (3) reversed restructuring charges related to its 2016 Lease Plan of $0.3 million research and development and $0.9 million within general and administrative in the consolidated statements of operations. (4) |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
Valuation And Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | The following documents are filed as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2018, 2017 AND 2016 Charged/ Balance at Credited Beginning of Charged to to Other Balance at Year Expenses Accounts End of Year (In thousands) Allowance for Deferred Tax Assets: Year ended December 31, 2018 $ 1,021,326 $ (817,529 ) $ 7,065 $ 210,862 Year ended December 31, 2017 $ 439,993 $ (346,389 ) $ 927,722 $ 1,021,326 Year ended December 31, 2016 $ 378,448 $ 57,529 $ 4,016 $ 439,993 Balance at Beginning of Additions Write-off/ Balance at Year (Reductions) Adjustments End of Year (In thousands) Allowance for Doubtful Accounts: Year ended December 31, 2018 $ 5,430 $ 1,610 $ (3,481 ) $ 3,559 Year ended December 31, 2017 $ 7,216 $ 586 $ (2,372 ) $ 5,430 Year ended December 31, 2016 $ 8,121 $ 3,958 $ (4,863 ) $ 7,216 All other financial statement schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is shown in our Consolidated Financial Statements or Notes thereto. 3. Exhibits The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K). |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation 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. |
Prior Period Reclassifications | Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates. 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 management believes are reasonable based on its knowledge of current events, as well as its expectations about actions it may take in the future, and evaluates these estimates on an ongoing basis. |
Revenue Recognition | Revenue Recognition The Company generates the substantial majority of its revenue from the sale of advertising services with the 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) identifying the performance obligations in the contract, (ii) determining the basis for allocating contract consideration to performance obligations, (iii) determining whether the Company is the principal or the agent in arrangements where another party is involved in providing specified services to a customer, and (iv) estimating the transaction price to be allocated for contracts with tiered rebate provisions. The Company may generate revenue from the sale of certain Promoted 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 its data licensing arrangements, which grant customers a right to Twitter’s intellectual property (“IP”) for a defined period of time, may contain a single performance obligation satisfied at a point in time (“Historical IP”) or over time (“Future IP”), or may contain two or more performance obligations satisfied separately at a point in time (Historical IP) and over time (Future IP). In some of the Company's data licensing arrangements, pricing is a fixed monthly fee over a specified term. In arrangements with a single performance obligation satisfied over time, data licensing revenue is recognized on a straight-line basis over the period in which the Company provides data as the customer consumes and benefits from the continuous data available on an ongoing basis. In arrangements with at least two performance obligations, the Company allocates revenue on a relative basis between the performance obligations based on standalone selling price (“SSP”) and recognizes revenue as the performance obligations are satisfied. In other data licensing arrangements, the Company charges customers based on the amount of sales they generate from downstream customers using Twitter data. Certain of those royalty-based data licensing arrangements are subject to minimum guarantees. For such arrangements with a minimum guarantee and a single Future IP performance obligation, the Company recognizes revenue for minimum guarantees on a straight-line basis over the period in which the Company provides data. For such arrangements with a minimum guarantee and two or more performance obligations, the Company allocates revenue on a relative basis between the performance obligations based on SSP and recognizes revenue as the performance obligations are satisfied. Royalties in excess of minimum guarantees, if any, are recognized as revenue in the period that the related downstream customer sales using the Company’s licensed data occur, and such amounts have been immaterial to date. For data licensing arrangements involving two or more performance obligations, the Company uses directly observable standalone transactions to determine SSP of Historical IP. The Company uses standalone transactions and considers all other reasonably available observable evidence to estimate SSP of Future IP. Other revenue is primarily generated from service fees from transactions completed on the Company's mobile ad exchange. The Company's mobile ad exchange enables buyers and sellers to purchase and sell advertising inventory by matching them in the exchange. The Company has determined it is not the principal in the purchase and sale of advertising inventory in transactions between third-party buyers and sellers on the exchange because the Company does not obtain control of the advertising inventory. The Company reports revenue related to its ad exchange services on a net basis for the fees paid by buyers, net of costs related to acquiring the advertising inventory paid to sellers. Arrangements involving multiple performance obligations primarily consist of combinations of the Company's pay-for-performance products, Promoted 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. The Company has elected to exclude certain sales and indirect taxes from the determination of the transaction price. 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. |
Cost of Revenue | Cost of Revenue Cost of revenue includes infrastructure costs, other direct costs including content costs, amortization expense of technology acquired through acquisitions and amortization of capitalized labor costs for internally developed software, allocated facilities costs, as well as traffic acquisition costs (“TAC”). Infrastructure costs consist primarily of data center costs related to the Company’s co-located facilities, which include lease and hosting costs, related support and maintenance costs and energy and bandwidth costs, as well as depreciation of servers and networking equipment, and personnel-related costs, including salaries, benefits and stock-based compensation, for its operations teams. Content costs are primarily related to payments to providers from whom the Company licenses content, in order to increase engagement on the platform. The fees paid to these content providers may be based on revenues generated, or a minimum guaranteed fee. TAC consists of costs incurred with third parties in connection with the sale to advertisers of advertising products that the Company places on third-party publishers’ websites, applications or other offerings collectively resulting from acquisitions and from the Company’s organically-built advertising network, Twitter Audience Platform. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company accounts for stock-based compensation expense under the fair value recognition and measurement provisions of GAAP. Stock-based awards granted to employees are measured based on the grant-date fair value. For service-based restricted stock awards and performance-based restricted stock awards without market conditions, the Company recognizes the compensation expense only for those awards expected to meet the performance and service vesting condition on a straight-line basis over the requisite service period which is generally one year for performance vesting condition awards and five years regardless of whether the market condition is satisfied, provided that the requisite service has been provided. Starting in 2017, The Company estimates the fair value of stock options granted and stock purchase rights provided under the Company’s employee stock purchase plan using the Black-Scholes option pricing model on the dates of grant. The compensation expense related to stock options and employee stock purchase rights is recognized on a straight-line basis over the requisite service period. The fair value of performance-based restricted stock awards with market conditions is determined using a Monte Carlo simulation to estimate the grant date fair value. The Company issues restricted stock subject to a lapsing right of repurchase to continuing employees of certain acquired companies. Since these issuances are subject to post-acquisition employment, the Company accounts for them as post-acquisition stock-based compensation expense. The grant-date fair value of restricted stock granted in connection with acquisitions is recognized as stock-based compensation expense on a straight-line basis over the requisite service period. |
Acquisitions | Acquisitions The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. |
Investments in Privately-Held Companies | Investments in Privately-Held Companies The Company makes strategic investments in privately-held companies. The Company 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’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 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 private 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 private companies operate or based on the price observed from the most recent completed financing. |
Loss Contingencies | Loss Contingencies The Company is involved in various lawsuits, claims, investigations, and proceedings that arise in the ordinary course of business. The Company records a liability when it believes that it is both probable that a loss has been incurred and the amount or range can be reasonably estimated. Significant judgment is required to determine both probability and the estimated amount. The Company reviews these provisions on a quarterly basis and adjust these provisions accordingly to reflect the impact of negotiations, settlements, rulings, advice of legal counsel, and updated information. |
Restructuring and Other Charges | Restructuring and Other Charges The Company records charges associated with management-approved restructuring plans to reduce headcount and for leases. Restructuring costs are recognized when the related liability is incurred and measured at fair value. The Company records a liability for employee terminations when all of the following conditions have been met: management, having the authority to approve the action, commits to a plan of termination; the plan identifies the number of employees to be terminated, their job classifications and their locations, and the expected completion date; the plan establishes the terms of the benefit arrangement in sufficient detail to enable employees to determine the type and amount of benefits they will receive if they are involuntarily terminated; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company accrues for costs to terminate an operating lease or other contract when it terminates the contract in accordance with the contract terms. A liability for costs that will continue to be incurred under a contract for the remaining term without economic benefits to the Company is recognized and measured when the entity meets the cease-use date. In recording liabilities for cease-use facilities, the Company makes various assumptions, including the time period over which the facilities are expected to be vacant, expected sublease terms and expected sublease rates. The estimates involve a number of risks and uncertainties, some of which are beyond the Company’s control, including future real estate market conditions and the Company’s ability to successfully enter into sublease agreements with terms as favorable as those assumed when arriving at the estimates. The Company regularly evaluates a number of factors to determine the appropriateness and reasonableness of the restructuring and lease loss accruals including the various assumptions noted above. If actual results differed significantly from its estimates, the Company may be required to adjust the restructuring and lease loss accruals in the future. |
Operating and Capital Leases | Operating and Capital Leases The Company leases office space and data center facilities under operating leases. Certain lease agreements contain free or escalating rent payment provisions. The Company recognizes rent expense under such leases on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis in determining the lease term. The Company also has entered into server and networking equipment lease arrangements with original lease terms up to four years. The Company’s server and networking equipment leases typically are accounted for as capital leases as they meet one or more of the four capital lease classification criteria. Assets acquired under capital leases are amortized over their estimated useful life. As of December 31, 2018 and 2017, the Company had capital lease obligations included in short-term and long-term capital lease obligations in the consolidated balance sheets of $92.4 million and $166.3 million, respectively. In the years ended December 31, 2018, 2017 and 2016, the Company recorded approximately $4.9 million, $5.6 million and $5.5 million, respectively, of interest expense in relation to these capital lease arrangements. |
Cash, Cash Equivalents and Investments | Cash, Cash Equivalents and Investments The Company invests its excess cash primarily in short-term fixed income securities, including government and investment-grade debt securities and money market funds. The Company classifies all liquid investments with stated maturities of three months or less from date of purchase as cash equivalents. The Company classifies all marketable securities for use in current operations, even if the security matures beyond 12 months, and presents them as short-term investments in the consolidated balance sheets. As of December 31, 2018 and 2017, the Company has restricted cash balances of $1.7 million and $8.3 million, respectively, within prepaid expenses and other current assets and $25.7 million and $27.1 million, respectively, in other assets on the accompanying consolidated balance sheets based upon the term of the remaining restrictions. These restricted cash balances are primarily cash deposits to back letters of credit related to certain property leases. The Company determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable securities as available-for-sale. After considering the Company’s capital preservation objectives, as well as its liquidity requirements, the Company may sell securities prior to their stated maturities. The Company carries its available-for-sale securities at fair value, and reports the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for unrealized losses determined to be other-than-temporary which are recorded as other income (expense), net. The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method and records such gains and losses as a component of other income (expense), net. Interest earned on cash, cash equivalents, and marketable securities was $111.2 million, $44.4 million, and $24.3 million during the years ended December 31, 2018, 2017 and 2016, respectively. These balances are recorded in interest income in the accompanying consolidated statements of operations. The Company evaluates the investments periodically for possible other-than-temporary impairment. A decline in fair value below the amortized costs of debt securities is considered an other-than-temporary impairment if the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the entire amortized cost basis. In those instances, an impairment charge equal to the difference between the fair value and the amortized cost basis is recognized in earnings. Regardless of the Company’s intent or requirement to sell a debt security, impairment is considered other-than-temporary if the Company does not expect to recover the entire amortized cost basis. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector and establishing a minimum allowable credit rating. To manage the risk exposure, the Company invests cash equivalents and short-term investments in a variety of fixed income securities, including government and investment-grade debt securities and money market funds. The Company places its cash primarily in checking and money market accounts with reputable financial institutions. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits, if any. The Company’s accounts receivable are typically unsecured and are derived from customers around the world in different industries. The Company includes terms in its contracts providing the ability to stop transferring promised goods or services, performs ongoing credit evaluations of its customers, and maintains allowances for potential credit losses. Historically, such losses have been within management’s expectations. As of December 31, 2018 and 2017, no single customer accounted for more than 10% of the Company’s net accounts receivable balance. No single customer accounted for more than 10% of the Company’s revenue in the years ended December 31, 2018, 2017 and 2016. The Company’s note hedge transactions, entered into in connection with the Notes, as defined and further described in Note 5 – Fair Value Measurements, and its derivative financial instruments expose the Company to credit risk to the extent that its counterparties may be unable to meet the terms of the transactions. The Company mitigates this risk by limiting its counterparties to major financial institutions and using multiple financial institutions as counterparties in its hedge transactions. |
Accounts Receivable, Net | Accounts Receivable, Net The Company records accounts receivable at the invoiced amount. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivable amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, and the customer’s current financial condition. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life. The estimated useful lives of property and equipment are described below: Property and Equipment Estimated Useful Life Computer hardware, networking and office equipment Three to five years Computer software Up to four years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term The Company reviews the remaining estimated useful lives of its property and equipment on an ongoing basis. Management is required to use judgment in determining the estimated useful lives of such assets. Changes in circumstances such as technological advances, changes to the Company’s business model, changes in the Company’s business strategy, or changes in the planned use of property and equipment could result in the actual useful lives differing from the Company’s current estimates. In cases where the Company determines that the estimated useful life of property and equipment should be shortened or extended, the Company would apply the new estimated useful life prospectively. The Company reviews property and equipment for impairment when events or changes indicate the carrying amount may not be recoverable. Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operating expenses. |
Capitalization of Interest | Capitalization of Interest Interest costs are capitalized for assets that are constructed for the Company’s own internal use, including internally developed software and property and equipment, for the period of time to get them ready for their intended use. During the years ended December 31, 2018, 2017 and 2016, the Company capitalized $3.7 million, $3.6 million and $4.3 million of interest expense, respectively. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. If the carrying value of the reporting unit exceeds its fair value, an impairment charge is recognized for the excess of the carrying value of the reporting unit over its fair value. The Company conducted its annual goodwill impairment test during the fourth quarter of 2018 and determined that the fair value of the reporting unit significantly exceeded its carrying value. As such, goodwill was not impaired. No impairment charge was recorded in any of the periods presented in the accompanying consolidated financial statements. |
Intangible Assets | Intangible Assets Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives of up to eleven years. The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. There have been no impairment charges recorded in any of the periods presented in the accompanying consolidated financial statements. |
Fair Value Measurements | Fair Value Measurements The Company classifies and discloses assets and liabilities measured at fair value on a recurring basis, as well as fair value measurements of assets and liabilities measured on a nonrecurring basis in periods subsequent to initial measurement, in a three-tier fair value hierarchy as described below. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs that may be used to measure fair value are as follows: Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Internal Use Software and Website Development Costs | Internal Use Software and Website Development Costs The Company capitalizes certain costs incurred in developing software programs or websites for internal use. In the years ended December 31, 2018, 2017 and 2016, the Company capitalized costs totaling approximately $121.0 million, $113.9 million and $139.0 million, respectively. The estimated useful life of costs capitalized is evaluated for each specific project and is up to four years. In the years ended December 31, 2018, 2017 and 2016, the amortization of capitalized costs totaled approximately $111.8 million, $96.5 million and $74.6 million, respectively. |
Income Taxes | Income Taxes The Company is subject to income taxes in the United States and several foreign jurisdictions. Significant judgment is required in determining its provision (benefit) for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. The Company records a provision (benefit) for income taxes for the anticipated tax consequences of the reported results of operations using the asset and liability method. Under this method, the Company recognizes deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as for loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The Company recognizes the deferred income tax effects of a change in tax rates in the period of the enactment. The Company records a valuation allowance to reduce its deferred tax assets to the net amount that it believes is more likely than not to be realized. The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes it has adequately reserved for its uncertain tax positions (including net interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be different. The Company makes adjustments to these reserves in accordance with income tax accounting guidance when facts and circumstances change, such as the closing of a tax audit. To the extent that the final tax outcome of these matters is different from the amounts recorded, such differences may impact the provision (benefit) for income taxes in the period in which such determination is made. The Company records interest and penalties related to our uncertain tax positions in provision (benefit) for income taxes. The Tax Cuts and Jobs Act (the “Tax Act”) contains several key tax provisions that affected the Company, including a reduction of the federal corporate income tax rate to 21% effective January 1, 2018. The Company is required to recognize the effect of the tax law changes in the period of enactment, such as re-measuring its U.S. deferred tax assets and liabilities as well as its valuation allowance against its net U.S. deferred tax assets. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the 2017 Tax Cuts and Jobs Act |
Foreign Currency | Foreign Currency The functional currency of the Company's foreign subsidiaries is generally the local currency. The financial statements of these subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for revenue and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Unrealized foreign exchange gains and losses due to re-measurement of monetary assets and liabilities denominated in non-functional currencies as well as realized foreign exchange gains and losses on foreign exchange transactions are recorded in other income (expense), net in the accompanying consolidated statements of operations. |
Advertising Costs | Advertising Costs Advertising costs are expensed when incurred and are included in sales and marketing expense in the accompanying consolidated statements of operations. Advertising expense totaled $78.1 million, $70.2 million and $114.3 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that are recorded as an element of stockholders’ equity and are excluded from net income (loss). The Company’s other comprehensive income (loss) is comprised of unrealized gains or losses on available-for-sale securities, net of tax, and foreign currency translation adjustments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently adopted accounting pronouncements In 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 3 – 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 on January 1, 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 on January 1, 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 14 – 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 on January 1, 2018. As a result of the adoption, net cash used in investing activities was adjusted to exclude the changes in restricted cash, resulting in an increase of $3.6 million in the previously-reported amount for the twelve months ended December 31, 2017 and a $4.8 million decrease in the previously-reported amount for the twelve months ended December 31, 2016. 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 on January 1, 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 2016, the FASB issued a new accounting standard update on leases. The new guidance requires lessees to recognize right-of-use (“ROU”) 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 will adopt the new lease standard effective January 1, 2019 and will elect to apply all relevant practical expedients permitted under the transition guidance within the new lease standard with the exception of the practical expedient allowing the use of hindsight in determining the lease term and in assessing impairment. The standard will have a material impact on the Company’s consolidated balance sheets, but it will not have a material impact on its consolidated statements of operations, its consolidated statements of stockholders’ equity, or its consolidated statements of cash flows. The most significant impact will be the recognition of ROU assets and lease liabilities for operating leases. The accounting for capital leases remains substantially unchanged. The adoption of the new lease standard on January 1, 2019 is anticipated to result in the recognition of ROU assets and lease liabilities of approximately $700 million to $800 million. In June 2016, the FASB issued a new accounting standard update on the measurement of credit losses on financial instruments. The new guidance requires financial assets measured at amortized cost to be presented at the net amount expected to be collected and available-for-sale debt securities to record credit losses through an allowance for credit losses. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted as early as the fiscal years beginning after December 15, 2018. The Company is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures. In March 2017, the FASB issued a new accounting standard update on shortening the premium amortization period for purchased non-contingently callable debt securities. The new guidance shortens the amortization period for the premium on purchased non-contingently callable debt securities to the earliest call date. Currently, entities generally amortize the premium as a yield adjustment over the contractual life of the security. This guidance will be effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. Adoption is not expected to have a material impact on the Company’s financial statements and related disclosures. 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. The Company will not elect the option to reclassify tax effects as a result of tax reform and as such, 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 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. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | Property and Equipment Estimated Useful Life Computer hardware, networking and office equipment Three to five years Computer software Up to four years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2018 2017 (1) 2016 (1) Revenue by services: Advertising services $ 2,617,397 $ 2,109,987 $ 2,248,052 Data licensing and other 424,962 333,312 281,567 Total revenue $ 3,042,359 $ 2,443,299 $ 2,529,619 Year Ended December 31, 2018 2017 (1) 2016 (1) Revenue by geographic area: United States $ 1,642,259 $ 1,413,614 $ 1,564,776 Japan 507,970 343,741 268,496 Rest of World 892,130 685,944 696,347 Total revenue $ 3,042,359 $ 2,443,299 $ 2,529,619 (1) |
Summary of Contract Balances | The following table presents contract balances (in thousands): December 31, January 1, 2018 2018 Unbilled Revenue $ 20,786 $ 7,980 Deferred Revenue $ 38,949 $ 25,869 |
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 2021 and Total 2019 2020 Thereafter Revenue expected to be recognized on remaining performance obligations $ 494,845 $ 201,546 $ 146,612 $ 146,687 |
Cash, Cash Equivalents and Sh_2
Cash, Cash Equivalents and Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, December 31, 2018 2017 Cash and cash equivalents: Cash $ 229,924 $ 301,684 Money market funds 861,206 981,681 Corporate notes, commercial paper and certificates of deposit 803,314 355,048 Total cash and cash equivalents $ 1,894,444 $ 1,638,413 Short-term investments: U.S. government and agency securities including treasury bills $ 1,053,408 $ 1,064,957 Corporate notes, commercial paper and certificates of deposit 3,261,549 1,699,732 Total short-term investments $ 4,314,957 $ 2,764,689 |
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 as of December 31, 2018 and 2017 (in thousands): December 31, 2018 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 1,053,988 $ 41 $ (621 ) $ 1,053,408 Corporate notes, commercial paper and certificates of deposit 3,265,012 713 (4,176 ) 3,261,549 Total available-for-sale securities classified as short-term investments $ 4,319,000 $ 754 $ (4,797 ) $ 4,314,957 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 |
Contractual Maturities of Securities Classified as Available-for-Sale | The contractual maturities of securities classified as available-for-sale as of December 31, 2018 were as follows (in thousands): December 31, 2018 Due within one year $ 3,262,976 Due after one year through five years 1,051,981 Total $ 4,314,957 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2018 and 2017 based on the three-tier fair value hierarchy (in thousands): December 31, 2018 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 861,206 $ — $ 861,206 Corporate notes 24,537 24,537 Commercial paper — 778,777 778,777 Short-term investments: Treasury bills — 294,128 294,128 U.S. government and agency securities — 759,280 759,280 Corporate notes — 1,713,835 1,713,835 Commercial paper — 733,999 733,999 Certificates of deposit — 813,715 813,715 Other current assets: Foreign currency contracts — 1,343 1,343 Total $ 861,206 $ 5,119,614 $ 5,980,820 Liabilities Other current liabilities: Foreign currency contracts — 3,826 3,826 Total $ — $ 3,826 $ 3,826 December 31, 2017 Level 1 Level 2 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 and agency securities — 1,064,957 1,064,957 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): December 31, December 31, Balance Sheet Location 2018 2017 Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 1,343 $ 2,237 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities $ 3,826 $ 601 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
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): December 31, December 31, 2018 2017 Property and equipment, net Equipment $ 1,185,270 $ 1,091,672 Furniture and leasehold improvements 328,532 314,852 Capitalized software 554,962 472,147 Construction in progress 96,488 49,417 Total 2,165,252 1,928,088 Less: Accumulated depreciation and amortization (1,280,174 ) (1,154,373 ) Property and equipment, net $ 885,078 $ 773,715 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 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 (5,680 ) Balance as of December 31, 2018 $ 1,227,269 |
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 December 31, 2018: Patents and developed technologies $ 93,211 $ (48,806 ) $ 44,405 Publisher and advertiser relationships 9,300 (8,680 ) 620 Total $ 102,511 $ (57,486 ) $ 45,025 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 December 31, 2018 is as follows (in thousands): Years ending December 31, 2019 $ 14,808 2020 10,081 2021 7,218 2022 4,290 2023 4,264 Thereafter 4,364 Total $ 45,025 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, December 31, 2018 2017 Accrued compensation $ 155,830 $ 98,553 Accrued tax liabilities 39,729 36,097 Accrued publisher, content and ad network costs 33,014 32,462 Deferred revenue 38,949 27,824 Accrued other 138,229 132,397 Total $ 405,751 $ 327,333 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Components of Notes | The Notes consisted of the following (in thousands): December 31, 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) (37,672 ) (130,232 ) (242,846 ) (88,359 ) (173,181 ) Net carrying amount $ 897,328 $ 823,768 $ 907,154 $ 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) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share for periods presented (in thousands, except per share data). Year Ended December 31, 2018 2017 2016 Basic net income (loss) per share: Numerator Net income (loss) $ 1,205,596 $ (108,063 ) $ (456,873 ) Denominator Weighted-average common shares outstanding 756,916 736,607 708,010 Weighted-average restricted stock subject to repurchase (2,590 ) (3,905 ) (5,875 ) Weighted-average shares used to compute basic net income (loss) per share 754,326 732,702 702,135 Basic net income (loss) per share attributable to common stockholders $ 1.60 $ (0.15 ) $ (0.65 ) Diluted net income (loss) per share: Numerator Net income (loss) $ 1,205,596 $ (108,063 ) $ (456,873 ) Denominator Number of shares used in basic computation 754,326 732,702 702,135 Weighted-average effect of dilutive securities: RSUs 13,285 — — Stock options 2,686 — — Other 2,389 — — Weighted-average shares used to compute diluted net income (loss) per share 772,686 732,702 702,135 Diluted net income (loss) per share attributable to common stockholders $ 1.56 $ (0.15 ) $ (0.65 ) |
Summary of Potential Common Shares Excluded from Calculation of Diluted Net 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 loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2018 2017 2016 RSUs 14,949 33,123 48,069 Warrants 44,454 24,329 24,329 Stock options 837 4,793 8,723 Shares subject to repurchase and others 1,951 5,879 6,637 |
Common Stock and Stockholders_2
Common Stock and Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Restricted Stock Activity | The activities for the restricted common stock issued to employees for the year ended December 31, 2018 are summarized as follows (in thousands, except per share data): Weighted-Average Number of Grant-Date Fair Shares Value Per Share Unvested restricted common stock at December 31, 2017 2,764 $ 19.60 Granted 654 $ 25.62 Vested (1,173 ) $ 23.05 Canceled (7 ) $ 36.44 Unvested restricted common stock at December 31, 2018 2,238 $ 19.50 |
Summary of Stock Option Activity | A summary of stock option activity for the year ended December 31, 2018 is as follows (in thousands, except years and per share data): Options Outstanding Weighted- Weighted- Average Average Remaining Number of Exercise Contractual Life Aggregate Shares Price Per Share (in years) Intrinsic Value Outstanding at December 31, 2017 4,793 $ 11.94 4.84 $ 70,932 Options granted and assumed in connection with acquisitions 46 $ 2.00 Options exercised (634 ) $ 5.43 Options canceled (513 ) $ 41.11 Outstanding at December 31, 2018 3,692 $ 8.88 3.64 $ 73,581 Exercisable at December 31, 2018 3,363 $ 7.84 3.32 $ 70,468 |
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 for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Cost of revenue $ 17,289 $ 23,849 $ 29,502 Research and development 183,799 240,833 335,498 Sales and marketing 71,305 94,135 160,935 General and administrative 53,835 74,989 89,298 Total stock-based compensation expense $ 326,228 $ 433,806 $ 615,233 |
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 year ended December 31, 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 Canceled (129 ) $ 34.36 Unvested and outstanding at December 31, 2018 (1) 390 $ 35.55 (1) The PRSUs unvested and outstanding at December 31, 2018 represent performance based awards for the 2018 performance period and given financial results for the financial year will vest at 193% of target, or approximately 752,000 RSUs. |
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 year ended December 31, 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 (140 ) $ 35.05 Unvested and outstanding at December 31, 2018 (1) 420 $ 45.78 (1) The TSR RSUs unvested and outstanding at December 31, 2018 include performance based awards for the 2017 to 2018 performance period, and given financial results for the 2017 and 2018 financial years will vest at 132% of target, or approximately 121,500 RSUs. |
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 for the year ended December 31, 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 19,101 $ 30.73 Vested (14,379 ) $ 21.64 Canceled (7,458 ) $ 23.17 Unvested and outstanding at December 31, 2018 30,387 $ 24.97 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Summary of Domestic and Foreign Components of Income (Loss) Before Income Taxes | The domestic and foreign components of income (loss) before income taxes for the years ended December 31, 2018, 2017 and 2016 are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Domestic $ 193,500 $ (18,412 ) $ (237,325 ) Foreign 230,044 (77,006 ) (203,509 ) Income (loss) before income taxes $ 423,544 $ (95,418 ) $ (440,834 ) |
Components of Provision (Benefit) for Income Taxes | The components of the provision (benefit) for income taxes for the years ended December 31, 2018, 2017 and 2016 are as follows (in thousands): Year Ended December 31, 2018 2017 2016 Current: Federal $ (1,661 ) $ 1,977 $ 1,087 State 4,083 316 (143 ) Foreign 17,246 16,767 19,870 Total current provision for income taxes 19,668 19,060 20,814 Deferred: Federal (711,084 ) (4,701 ) 293 State (49,047 ) (67 ) 17 Foreign (41,589 ) (1,647 ) (5,085 ) Total deferred benefit for income taxes (801,720 ) (6,415 ) (4,775 ) Provision (benefit) for income taxes $ (782,052 ) $ 12,645 $ 16,039 |
Schedule of Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate | The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2018, 2017 and 2016: Year Ended December 31, 2018 2017 2016 Tax at federal statutory rate 21.0 % 35.0 % 35.0 % State taxes, net of federal benefit (8.4 ) (0.3 ) 0.0 Stock-based compensation (6.4 ) (28.5 ) (2.8 ) Research and development credits (5.6 ) 18.6 4.9 Valuation allowance (179.1 ) 425.2 (7.0 ) Effect of the U.S. Tax Act 0.0 (369.8 ) 0.0 Nondeductible other expenses 0.2 (8.7 ) (6.1 ) Foreign rate differential (6.4 ) (81.2 ) (27.4 ) Other 0.1 (3.6 ) (0.2 ) Effective tax rate (184.6 )% (13.3 )% (3.6 )% |
Schedule of Tax Effects of Temporary Differences and Related Deferred Tax Assets and Liabilities | The tax effects of temporary differences and related deferred tax assets and liabilities as of December 31, 2018 and 2017 are as follows (in thousands): December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 513,427 $ 720,444 Accruals and reserves 32,298 26,202 Stock-based compensation expense 29,600 32,825 Tax credits 375,699 327,756 Capitalized research expenditures 13,868 — Fixed assets and intangible assets 24,819 10,803 Investments 16,571 14,906 Other 17,658 19,683 Total deferred tax assets 1,023,940 1,152,619 Valuation allowance (210,862 ) (1,021,326 ) Total deferred tax assets, net of valuation allowance 813,078 131,293 Deferred tax liabilities: Fixed assets and intangible assets — (57,290 ) Capitalized research expenditures — (51,179 ) Other (4,619 ) (12,369 ) Total deferred tax liabilities (4,619 ) (120,838 ) Net deferred tax assets $ 808,459 $ 10,455 |
Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit | A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2018 2017 2016 Gross unrecognized tax benefits at the beginning of the year $ 259,781 $ 269,508 $ 209,443 Increases related to prior year tax positions 20,000 913 3,682 Decreases related to prior year tax positions (13,174 ) — — Decreases related to settlement with tax authorities — (1,415 ) — Decreases related to the Tax Act — (71,104 ) — Increases related to current year tax positions 66,249 61,879 56,383 Statute of limitations expirations (542 ) — — Gross unrecognized tax benefits at the end of the year $ 332,314 $ 259,781 $ 269,508 |
Summary of Unrecognized Tax Benefits Recorded in Balance Sheet | Total unrecognized tax benefits are recorded on the Company’s consolidated balance sheets as follows (in thousands): December 31, 2018 2017 Total unrecognized tax benefits balance $ 332,314 $ 259,781 Amounts netted against related deferred tax assets (317,524 ) (246,776 ) Unrecognized tax benefits recorded on consolidated balance sheets $ 14,790 $ 13,005 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2018 is as follows (in thousands): Operating Sublease Capital Leases Income Leases Years Ending December 31, 2019 $ 161,932 $ (24,312 ) $ 70,506 2020 151,751 (15,144 ) 23,845 2021 110,853 (11,762 ) 569 2022 89,398 (1,319 ) — 2023 62,137 — — Thereafter 263,441 — — $ 839,512 $ (52,537 ) 94,920 Less: Amounts representing interest 2,480 Total capital lease obligation 92,440 Less: Short-term portion 68,046 Long-term portion $ 24,394 |
Summary of Commitments to Settle Contractual Obligations in Cash | The following table summarizes our commitments to settle contractual obligations in cash as of December 31, 2018: Payments Due by Year Total 2019 2020-2021 2022-2023 Thereafter (In thousands) 2019 Notes $ 937,338 $ 937,338 $ — $ — $ — 2021 Notes 982,646 9,540 973,106 — — 2024 Notes 1,165,781 2,867 5,742 5,734 1,151,438 Operating lease obligations (1) 839,512 161,932 262,604 151,535 263,441 Capital lease obligations 94,920 70,506 24,414 — — Other contractual commitments (2) 346,922 65,768 135,205 134,404 11,545 Total contractual obligations $ 4,367,119 $ 1,247,951 $ 1,401,071 $ 291,673 $ 1,426,424 (1) (2) |
Segment Information and Opera_2
Segment Information and Operations by Geographic Area (Tables) | 12 Months Ended |
Dec. 31, 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): December 31, December 31, 2018 2017 Property and equipment, net: United States $ 853,731 $ 730,262 International 31,347 43,453 Total property and equipment, net $ 885,078 $ 773,715 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring And Related Activities [Abstract] | |
Summary of Activities Related to Restructuring Charges | The following table summarizes the activities related to restructuring charges, as discussed above (in thousands): 2016 Employee 2016 Termination Plan Lease Plan Charges (1) $ 21,611 $ 79,685 Cash payment (11,629 ) (3,562 ) Non-cash and other adjustments (6,357 ) (19,577 ) Accrued as of December 31, 2016 $ 3,625 $ 56,546 Charges (2) $ 608 $ 6,090 Cash payment (4,309 ) (28,371 ) Non-cash and other adjustments 76 (2,336 ) Accrued as of December 31, 2017 $ — $ 31,929 Charges (3) — (4,255 ) Cash payment — (15,525 ) Non-cash and other adjustments — (34 ) Accrued as of December 31, 2018 $ — $ 12,115 Reflected in consolidated balance sheets as of December 31, 2018: (4) Accrued and other current liabilities $ — $ 12,070 Other long-term liabilities $ — $ 45 (1) recorded restructuring charges related to its 2016 Employee Termination Plan and 2016 Lease Plan of $49.0 million within cost of revenue, $30.4 million within sales and marketing, $15.9 million within research and development and $6.0 million within general and administrative in the consolidated statements of operations. ( 2 ) recorded restructuring charges related to its 2016 Employee Termination Plan and 2016 Lease Plan of $0.4 million within cost of revenue, $3.0 million within sales and marketing, $2.1 million within research and development and $1.2 million within general and administrative in the consolidated statements of operations. (3) reversed restructuring charges related to its 2016 Lease Plan of $0.3 million research and development and $0.9 million within general and administrative in the consolidated statements of operations. (4) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2019 | Jan. 01, 2018 | |
Significant Accounting Policies [Line Items] | |||||
Capital lease obligations included in short-term and long-term | $ 92,400,000 | $ 166,300,000 | |||
Interest expense in relation to capital lease arrangements. | 4,900,000 | 5,600,000 | $ 5,500,000 | ||
Interest earned on cash, cash equivalent and marketable securities | 111,221,000 | 44,383,000 | 24,277,000 | ||
Capitalized interest expenses | 3,700,000 | 3,600,000 | 4,300,000 | ||
Impairment charges on goodwill | 0 | 0 | 0 | ||
Impairment charges on intangible assets | 0 | 0 | 0 | ||
Software developing program costs capitalized | 121,000,000 | 113,900,000 | 139,000,000 | ||
Amortization of capitalized costs | $ 111,800,000 | $ 96,500,000 | $ 74,600,000 | ||
Federal corporate income tax rate | 21.00% | 35.00% | 35.00% | ||
Advertising expense | $ 78,100,000 | $ 70,200,000 | $ 114,300,000 | ||
Recognized additional deferred tax asset related to prior period intra-entity transfer offset by valuation allowance | 1,023,940,000 | 1,152,619,000 | |||
Accounting Standards Update 2016-16 | |||||
Significant Accounting Policies [Line Items] | |||||
Recognized additional deferred tax asset related to prior period intra-entity transfer offset by valuation allowance | $ 29,500,000 | ||||
Accounting Standards Update 2016-18 | |||||
Significant Accounting Policies [Line Items] | |||||
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 | 3,600,000 | (4,800,000) | |||
Internal Use Software and Website Development Costs | |||||
Significant Accounting Policies [Line Items] | |||||
Share-based compensation, capitalized amount | $ 41,400,000 | $ 51,800,000 | $ 73,900,000 | ||
Customer Concentration Risk | Accounts Receivable | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 10.00% | 10.00% | |||
Customer Concentration Risk | Revenue | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 10.00% | 10.00% | 10.00% | ||
Prepaid Expenses and Other Current Assets | |||||
Significant Accounting Policies [Line Items] | |||||
Restricted Cash Balances | $ 1,700,000 | $ 8,300,000 | |||
Other assets | |||||
Significant Accounting Policies [Line Items] | |||||
Restricted Cash Balances | $ 25,700,000 | $ 27,100,000 | |||
Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Capital leases term | 4 years | ||||
Intangible assets, estimated useful lives | 11 years | ||||
Maximum | Accounting Standards Update 2016-02 | Subsequent Event | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative effect resulting from the adoption of new guidance | $ 800,000,000 | ||||
Maximum | Internal Use Software and Website Development Costs | |||||
Significant Accounting Policies [Line Items] | |||||
Estimated Useful Life | 4 years | ||||
Minimum | Accounting Standards Update 2016-02 | Subsequent Event | |||||
Significant Accounting Policies [Line Items] | |||||
Cumulative effect resulting from the adoption of new guidance | $ 700,000,000 | ||||
Performance Condition Awards | |||||
Significant Accounting Policies [Line Items] | |||||
Vesting condition period | 1 year | ||||
Service Condition Awards | Maximum | |||||
Significant Accounting Policies [Line Items] | |||||
Vesting condition period | 5 years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Computer Hardware, Networking Equipment and Office Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Computer Hardware, Networking Equipment and Office Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Computer Software | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 4 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | Lesser of estimated useful life or remaining lease term |
Revenue - Revenue by Services a
Revenue - Revenue by Services and Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | [1] | Dec. 31, 2016 | [1] | |
Revenue: | |||||
Revenue | $ 3,042,359 | $ 2,443,299 | $ 2,529,619 | ||
United States | |||||
Revenue: | |||||
Revenue | 1,642,259 | 1,413,614 | 1,564,776 | ||
Japan | |||||
Revenue: | |||||
Revenue | 507,970 | 343,741 | 268,496 | ||
Rest of World | |||||
Revenue: | |||||
Revenue | 892,130 | 685,944 | 696,347 | ||
Advertising Services | |||||
Revenue: | |||||
Revenue | 2,617,397 | 2,109,987 | 2,248,052 | ||
Data Licensing And Other | |||||
Revenue: | |||||
Revenue | $ 424,962 | $ 333,312 | $ 281,567 | ||
[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 | Dec. 31, 2018 | Dec. 31, 2017 | [1] | Dec. 31, 2016 | [1] |
Revenue From Contracts With Customers [Line Items] | ||||||
Increase in unbilled revenue | $ 7,980 | $ 20,786 | ||||
Increase in revenue | 3,042,359 | $ 2,443,299 | $ 2,529,619 | |||
Deferred revenue, revenue recognized | 25,900 | |||||
Aggregate amount of transaction price allocated to remaining performance obligations | 494,845 | |||||
Adoption of ASC Topic 606 | ||||||
Revenue From Contracts With Customers [Line Items] | ||||||
Net reduction in accumulated deficit | 12,100 | |||||
Increase (decrease) in deferred revenue | (4,100) | (3,500) | ||||
Adoption of ASC Topic 606 | Difference between Revenue Guidance in Effect before and after Topic 606 | ||||||
Revenue From Contracts With Customers [Line Items] | ||||||
Increase in unbilled revenue | $ 8,000 | 12,600 | ||||
Increase in revenue | $ 16,100 | |||||
[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 | Dec. 31, 2018 | Jan. 01, 2018 |
Revenues [Abstract] | ||
Increase in unbilled revenue | $ 20,786 | $ 7,980 |
Deferred Revenue | $ 38,949 | $ 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 | Dec. 31, 2018USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 494,845 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 201,546 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 146,612 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 146,687 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Revenue - Summary of Revenue _2
Revenue - Summary of Revenue Expected to Recognize on Remaining Performance Obligations Over the Time Periods (Details1) $ in Thousands | Dec. 31, 2018USD ($) |
Revenue Performance Obligation [Abstract] | |
Revenue expected to be recognized on remaining performance obligations | $ 494,845 |
Cash, Cash Equivalents and Sh_3
Cash, Cash Equivalents and Short-term Investments - Cash, Cash and Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Cash and cash equivalents: | |||
Cash | $ 229,924 | $ 301,684 | |
Cash and cash equivalents | 1,894,444 | 1,638,413 | $ 988,598 |
Short-term investments: | |||
Short-term investments | 4,314,957 | 2,764,689 | |
Money Market Funds | |||
Cash and cash equivalents: | |||
Cash and cash equivalents | 861,206 | 981,681 | |
Corporate Notes, Commercial Paper and Certificates of Deposit | |||
Cash and cash equivalents: | |||
Cash and cash equivalents | 803,314 | 355,048 | |
Short-term investments: | |||
Short-term investments | 3,261,549 | 1,699,732 | |
U.S. Government and Agency Securities Including Treasury Bills | |||
Short-term investments: | |||
Short-term investments | $ 1,053,408 | $ 1,064,957 |
Cash, Cash Equivalents and Sh_4
Cash, Cash Equivalents and Short-term Investments - Summary of Unrealized Gains and Losses Related to Available-for-Sale Securities Classified as Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | $ 4,319,000 | $ 2,768,215 |
Gross Unrealized Gains | 754 | 205 |
Gross Unrealized Losses | (4,797) | (3,731) |
Aggregated Estimated Fair Value | 4,314,957 | 2,764,689 |
U.S. Government and Agency Securities Including Treasury Bills | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | 1,053,988 | 1,067,047 |
Gross Unrealized Gains | 41 | 133 |
Gross Unrealized Losses | (621) | (2,223) |
Aggregated Estimated Fair Value | 1,053,408 | 1,064,957 |
Corporate Notes, Commercial Paper and Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | 3,265,012 | 1,701,168 |
Gross Unrealized Gains | 713 | 72 |
Gross Unrealized Losses | (4,176) | (1,508) |
Aggregated Estimated Fair Value | $ 3,261,549 | $ 1,699,732 |
Cash, Cash Equivalents and Sh_5
Cash, Cash Equivalents and Short-term Investments - Contractual Maturities of Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Cash And Cash Equivalents And Marketable Securities [Abstract] | ||
Due within one year | $ 3,262,976 | |
Due after one year through five years | 1,051,981 | |
Total | $ 4,314,957 | $ 2,764,689 |
Cash, Cash Equivalents and Sh_6
Cash, Cash Equivalents and Short-term Investments - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 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 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | $ 4,314,957 | $ 2,764,689 |
Other current assets | 1,343 | 2,237 |
Other current liabilities | 3,826 | 601 |
Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 5,980,820 | 4,103,655 |
Total | 3,826 | 601 |
Fair Value, Measurements, Recurring | Money Market Funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 861,206 | 981,681 |
Fair Value, Measurements, Recurring | Treasury Bills | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 294,128 | |
Fair Value, Measurements, Recurring | US Government and Agency Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 759,280 | 1,064,957 |
Fair Value, Measurements, Recurring | Corporate Notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 24,537 | |
Short-term investments | 1,713,835 | 745,915 |
Fair Value, Measurements, Recurring | Commercial Paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 778,777 | 346,968 |
Short-term investments | 733,999 | 299,675 |
Fair Value, Measurements, Recurring | Certificates of Deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 8,080 | |
Short-term investments | 813,715 | 654,142 |
Fair Value, Measurements, Recurring | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 1,343 | 2,237 |
Other current liabilities | 3,826 | 601 |
Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 861,206 | 981,681 |
Level 1 | Fair Value, Measurements, Recurring | Money Market Funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 861,206 | 981,681 |
Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 5,119,614 | 3,121,974 |
Total | 3,826 | 601 |
Level 2 | Fair Value, Measurements, Recurring | Treasury Bills | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 294,128 | |
Level 2 | Fair Value, Measurements, Recurring | US Government and Agency Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 759,280 | 1,064,957 |
Level 2 | Fair Value, Measurements, Recurring | Corporate Notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 24,537 | |
Short-term investments | 1,713,835 | 745,915 |
Level 2 | Fair Value, Measurements, Recurring | Commercial Paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 778,777 | 346,968 |
Short-term investments | 733,999 | 299,675 |
Level 2 | Fair Value, Measurements, Recurring | Certificates of Deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 8,080 | |
Short-term investments | 813,715 | 654,142 |
Level 2 | Fair Value, Measurements, Recurring | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 1,343 | 2,237 |
Other current liabilities | $ 3,826 | $ 601 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2018 | Dec. 31, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||||
Notional principal of foreign currency contracts outstanding | $ 545,300 | $ 326,100 | |||
Net gain (losses) on foreign currency contracts | (11,600) | 8,300 | $ 1,600 | ||
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 | |||
Debt Instrument, percentage | 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 | ||
Debt Instrument, percentage | 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 | ||
Debt Instrument, percentage | 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 | ||||
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 | 909,200 | ||||
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 | $ 872,600 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Values of Outstanding Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets | ||
Foreign currency contracts not designated as hedging instruments | $ 1,343 | $ 2,237 |
Liabilities | ||
Foreign currency contracts not designated as hedging instruments | $ 3,826 | $ 601 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property and equipment, net | ||
Property and equipment, gross | $ 2,165,252 | $ 1,928,088 |
Less: Accumulated depreciation and amortization | (1,280,174) | (1,154,373) |
Property and equipment, net | 885,078 | 773,715 |
Equipment | ||
Property and equipment, net | ||
Property and equipment, gross | 1,185,270 | 1,091,672 |
Furniture and Leasehold Improvements | ||
Property and equipment, net | ||
Property and equipment, gross | 328,532 | 314,852 |
Capitalized Software | ||
Property and equipment, net | ||
Property and equipment, gross | 554,962 | 472,147 |
Construction in Progress | ||
Property and equipment, net | ||
Property and equipment, gross | $ 96,488 | $ 49,417 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 406.5 | $ 349.3 | $ 332.8 |
Computer Hardware, Networking Equipment and Office Equipment | |||
Property Plant And Equipment [Line Items] | |||
Gross carrying amount of property and equipment | 241.4 | 284 | |
Accumulated depreciation of the equipment | 154 | 123.4 | |
Depreciation expense | $ 84.2 | $ 93.6 | $ 100.8 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill Activities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Goodwill | |
Beginning balance | $ 1,188,935 |
Acquisition | 44,014 |
Foreign currency translation adjustment and other | (5,680) |
Ending balance | $ 1,227,269 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite Lived Intangible Assets [Line Items] | |||
Impairment charges on goodwill | $ 0 | $ 0 | $ 0 |
Amortization of intangible assets | 19,000,000 | $ 46,500,000 | $ 69,300,000 |
Fully amortized finite lived intangible assets | $ 13,900,000 | ||
Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful lives | 11 years | ||
Patents and Developed Technologies | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful lives | 11 years | ||
Publisher and Advertiser Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful lives | 5 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 102,511 | $ 102,811 |
Accumulated Amortization | (57,486) | (53,157) |
Net Carrying Value | 45,025 | 49,654 |
Patents and Developed Technologies | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 93,211 | 93,511 |
Accumulated Amortization | (48,806) | (46,337) |
Net Carrying Value | 44,405 | 47,174 |
Publisher and Advertiser Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 9,300 | 9,300 |
Accumulated Amortization | (8,680) | (6,820) |
Net Carrying Value | $ 620 | $ 2,480 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,019 | $ 14,808 | |
2,020 | 10,081 | |
2,021 | 7,218 | |
2,022 | 4,290 | |
2,023 | 4,264 | |
Thereafter | 4,364 | |
Net Carrying Value | $ 45,025 | $ 49,654 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accrued compensation | $ 155,830 | $ 98,553 |
Accrued tax liabilities | 39,729 | 36,097 |
Accrued publisher, content and ad network costs | 33,014 | 32,462 |
Deferred revenue | 38,949 | 27,824 |
Accrued other | 138,229 | 132,397 |
Total | $ 405,751 | $ 327,333 |
Acquisitions and Other Invest_2
Acquisitions and Other Investments - 2018 Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Goodwill acquired | $ 44,014 | |
Other acquisitions | ||
Business Acquisition [Line Items] | ||
Business Combination, Consideration Transferred | 53,700 | $ 91,400 |
Business acquisition, common stock issued | 19,100 | 1,300 |
Business acquisition, purchase price cash consideration | 34,600 | 90,100 |
Acquisition purchase price allocated to assets | 400 | 200 |
Goodwill acquired | 44,000 | 74,200 |
Other acquisitions | Developed Technology Rights | ||
Business Acquisition [Line Items] | ||
Acquisition purchase price allocated to finite lived intangible assets | $ 9,300 | $ 14,400 |
Intangible assets, estimated useful lives | 24 months |
Acquisitions and Other Invest_3
Acquisitions and Other Investments -2016 Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||
Goodwill acquired | $ 44,014 | |
Maximum | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful lives | 11 years | |
Other acquisitions | ||
Business Acquisition [Line Items] | ||
Business Combination, Consideration Transferred | $ 53,700 | $ 91,400 |
Business acquisition, common stock issued | 19,100 | 1,300 |
Business acquisition, purchase price cash consideration | 34,600 | 90,100 |
Net cash acquired | 5,000 | |
Acquisition purchase price allocated to assets | 400 | 200 |
Acquisition purchase price allocated to deferred tax liability | 2,400 | |
Goodwill acquired | 44,000 | 74,200 |
Business acquisition, goodwill expected tax deductible amount | 63,800 | |
Other acquisitions | Developed Technology Rights | ||
Business Acquisition [Line Items] | ||
Acquisition purchase price allocated to finite lived intangible assets | $ 9,300 | $ 14,400 |
Intangible assets, estimated useful lives | 24 months | |
Other acquisitions | Developed Technology Rights | Maximum | ||
Business Acquisition [Line Items] | ||
Intangible assets, estimated useful lives | 24 months |
Acquisitions and Other Invest_4
Acquisitions and Other Investments - Investments in Privately-Held Companies - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule Of Investments [Line Items] | |||
Carrying value of investments | $ 25,800 | $ 27,600 | |
Impairment charge | 3,000 | 62,439 | $ 4,000 |
Other Expense | |||
Schedule Of Investments [Line Items] | |||
Impairment charge | $ 3,000 | $ 62,400 | $ 4,000 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)dD$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2014USD ($)$ / sharesshares | ||
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 | |||||
Exercise price of the warrants | $ / shares | 80.20 | |||||
2019 Notes and 2021 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Conversion Price | $ / shares | 77.64 | |||||
Exercise price of the warrants | $ / shares | $ 105.28 | |||||
Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Conversion Price | $ / shares | $ 77.64 | |||||
Price percentage for repurchase of notes if repurchase option is elected | 100.00% | |||||
Equity component of the convertible note issuance, net | $ 100,000 | |||||
Amortization of discount on convertible notes | $ 400,000 | |||||
Number of shares authorized for repurchase under hedge agreement | shares | 24.3 | |||||
Exercise price of the option to repurchase stock | $ / shares | $ 77.64 | |||||
Purchases of convertible note hedges | $ 407,200,000 | |||||
Number of warrants issued | shares | 24.3 | |||||
Exercise price of the warrants | $ / shares | $ 105.28 | |||||
Proceeds from issuance of warrants concurrent with note hedges | $ 289,300,000 | |||||
Convertible Notes | Scenario One | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt instrument, consecutive trading days threshold | d | 30 | |||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 130.00% | |||||
Convertible Notes | Scenario One | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt instrument, trading days threshold | d | 20 | |||||
Convertible Notes | Scenario Two | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt instrument, trading days threshold | d | 5 | |||||
Convertible debt instrument, consecutive trading days threshold | d | 5 | |||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 98.00% | |||||
Convertible Notes | Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, conversion principal amount | $ 1,000 | |||||
Debt Instrument, conversion ratio | 12.8793 | |||||
Conversion Price | $ / shares | $ 77.64 | |||||
Debt Instrument, terms of conversion | Each $1,000 of principal of these Notes will initially be convertible into 12.8793 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $77.64 per share, subject to adjustment upon the occurrence of specified events. | |||||
Convertible Notes | Senior Notes Due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 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% | ||||
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 is payable semi-annually in arrears on June 15 and December 15 of each year, which commenced on December 15, 2018. | |||||
Conversion Price | $ / shares | $ 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 | ||||
Effective interest rate for amortization to interest expense | 4.46% | |||||
Equity component of the convertible note issuance, net | $ 2,700,000 | |||||
Amortization of discount on convertible notes | $ 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 | ||||
Proceeds from issuance of warrants concurrent with note hedges | $ 186,800,000 | |||||
Remaining period for convertible debt | 65 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 | |||||
Debt Instrument, terms of conversion | Each $1,000 of principal of the 2024 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 | |||
Debt instrument, interest rate percentage | 0.25% | 0.25% | ||||
Debt Instrument, conversion earliest date | Mar. 15, 2019 | |||||
Carrying amount of the equity component | [1] | $ 222,826,000 | 222,826,000 | |||
Effective interest rate for amortization to interest expense | 5.75% | |||||
Remaining period for convertible debt | 8 months | |||||
Convertible Notes | Senior Notes Due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 954,000,000 | 954,000,000 | $ 954,000,000 | |||
Debt instrument, interest rate percentage | 1.00% | 1.00% | ||||
Debt Instrument, conversion earliest date | Mar. 15, 2021 | |||||
Carrying amount of the equity component | [1] | $ 283,283,000 | 283,283,000 | |||
Effective interest rate for amortization to interest expense | 6.25% | |||||
Remaining period for convertible debt | 32 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 2019 Notes and 2021 Notes represent senior unsecured obligations of the Company. 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, which commenced on March 15, 2015. | |||||
Debt discount | $ 28,300,000 | |||||
Convertible Notes | 2019 Notes, 2021 Notes and 2024 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt discount, prior to capitalization of interest | $ 115,400,000 | 88,500,000 | $ 83,900,000 | |||
Coupon interest expense | $ 13,400,000 | $ 11,900,000 | $ 11,900,000 | |||
[1] | Included in the consolidated balance sheets within additional paid-in capital. |
Convertible Notes - Components
Convertible Notes - Components of Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2014 | |
Principal amounts: | |||||
Net carrying amount | $ 1,730,922 | $ 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] | (37,672) | (88,359) | ||
Net carrying amount | 897,328 | 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] | (130,232) | (173,181) | ||
Net carrying amount | 823,768 | 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] | (242,846) | |||
Net carrying amount | 907,154 | ||||
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 Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator | |||
Net income (loss) | $ 1,205,596 | $ (108,063) | $ (456,873) |
Denominator | |||
Weighted-average common shares outstanding | 756,916 | 736,607 | 708,010 |
Weighted-average restricted stock subject to repurchase | (2,590) | (3,905) | (5,875) |
Weighted-average shares used to compute basic net income (loss) per share | 754,326 | 732,702 | 702,135 |
Basic | $ 1.60 | $ (0.15) | $ (0.65) |
Numerator | |||
Net income (loss) | $ 1,205,596 | $ (108,063) | $ (456,873) |
Denominator | |||
Basic | 754,326 | 732,702 | 702,135 |
Weighted-average effect of dilutive securities: | |||
RSUs | 13,285 | ||
Stock options | 2,686 | ||
Other | 2,389 | ||
Weighted-average shares used to compute diluted net income (loss) per share | 772,686 | 732,702 | 702,135 |
Diluted | $ 1.56 | $ (0.15) | $ (0.65) |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Potential Common Shares Excluded from Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
RSUs | |||
Earnings Per Share Basic [Line Items] | |||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 14,949 | 33,123 | 48,069 |
Warrants | |||
Earnings Per Share Basic [Line Items] | |||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 44,454 | 24,329 | 24,329 |
Stock Options | |||
Earnings Per Share Basic [Line Items] | |||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 837 | 4,793 | 8,723 |
Restricted Common Stock and Others | |||
Earnings Per Share Basic [Line Items] | |||
Anti-dilutive securities excluded from the computation of diluted net loss per share | 1,951 | 5,879 | 6,637 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Details) | 12 Months Ended |
Dec. 31, 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 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Features Of Convertible Preferred Stock [Abstract] | ||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock and Stockholders_3
Common Stock and Stockholders' Equity - Additional Information (Details) - USD ($) | Nov. 07, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 25, 2016 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 | |||
Common stock, par value | $ 0.000005 | $ 0.000005 | |||
Voting rights | Each share of common stock is entitled to one vote | ||||
Dividends declared | $ 0 | ||||
Stock options outstanding | 3,692,000 | 4,793,000 | |||
Options granted expire years | 10 years | ||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 1,500,000 | 1,700,000 | |||
Employee stock purchase plan (ESOP), weighted average purchase price of shares purchased | $ 19.03 | $ 13.79 | |||
Incremental Share-based compensation cost | $ 0 | $ 0 | $ 0 | ||
Gross unamortized stock-based compensation expense related to unvested awards | $ 715,000,000 | ||||
Unrecognized share-based compensation expense, weighted average recognition period | 2 years 10 months 24 days | ||||
Internal Use Software and Website Development Costs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation, capitalized amount | $ 41,400,000 | 51,800,000 | 73,900,000 | ||
Employee Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options exercised, intrinsic value | $ 16,900,000 | 51,600,000 | 41,400,000 | ||
PRSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | ||||
Fair value of stock units vested | $ 20,400,000 | ||||
Shares expected to vest, percentage of target level | 193.00% | ||||
TSR RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years | ||||
Shares expected to vest, percentage of target level | 132.00% | ||||
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 | 1,148,311 | ||||
Restricted Stock Units | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Fair value of stock units vested | $ 445,700,000 | $ 358,700,000 | $ 466,400,000 | ||
Maximum | Restricted Common Stock | All Acquisitions | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Equity compensation service period | 4 years | ||||
Maximum | PRSUs and TSR RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares expected to vest, percentage of target level | 200.00% | ||||
Minimum | PRSUs and TSR RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares expected to vest, percentage of target level | 0.00% | ||||
2013 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares initially reserved | 68,300,000 | ||||
Number of shares available for issuance | 60,000,000 | ||||
Outstanding shares of common stock percentage | 5.00% | ||||
Stock options, restricted stock units and performance restricted stock units outstanding | 32,500,000 | ||||
Common stock, reserved for future issuance | 176,000,000 | ||||
2007 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options outstanding | 2,500,000 | ||||
Shares issued during the period | 0 | ||||
2016 Equity Incentive Plan | Jack Dorsey Trust | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares given back and contributed by Chief Executive Officer | 6,814,085 | ||||
2016 Equity Incentive Plan | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares initially reserved | 6,814,085 | ||||
2013 Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for issuance | 11,300,000 | ||||
Outstanding shares of common stock percentage | 1.00% | ||||
Company's common stock at a discount through payroll deductions | 15.00% | ||||
Lower fair market value of common stock on the first trading day | 85.00% |
Common Stock and Stockholders_4
Common Stock and Stockholders' Equity - Summary of Restricted Stock Activity (Details) - Restricted Common Stock shares in Thousands | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Unvested Shares, beginning of period | shares | 2,764 |
Number of shares, Granted | shares | 654 |
Number of Shares, vested | shares | (1,173) |
Number of Shares, Canceled | shares | (7) |
Number of Unvested Shares, end of period | shares | 2,238 |
Weighted Average Grant Date Fair Value Per Share, beginning of period | $ / shares | $ 19.60 |
Weighted Average Grant Date Fair Value Per Share, Granted | $ / shares | 25.62 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 23.05 |
Weighted Average Grant Date Fair Value Per Share, Canceled | $ / shares | 36.44 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ / shares | $ 19.50 |
Common Stock and Stockholders_5
Common Stock and Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Options Outstanding - Number of Shares | ||
Outstanding at beginning of period | 4,793 | |
Options granted and assumed in connection with acquisitions | 46 | |
Options exercised | (634) | |
Options canceled | (513) | |
Outstanding at end of period | 3,692 | 4,793 |
Exercisable at end of period | 3,363 | |
Options Outstanding - Weighted-Average Exercise Price Per Share | ||
Outstanding at beginning of period | $ 11.94 | |
Options granted and assumed in connection with acquisitions | 2 | |
Options exercised | 5.43 | |
Options canceled | 41.11 | |
Outstanding at end of period | 8.88 | $ 11.94 |
Exercisable at end of period | $ 7.84 | |
Options Outstanding - Weighted-Average Remaining Contractual Life | ||
Outstanding | 3 years 7 months 20 days | 4 years 10 months 2 days |
Exercisable at end of period | 3 years 3 months 25 days | |
Options Outstanding - Aggregate Intrinsic Value | ||
Outstanding | $ 73,581 | $ 70,932 |
Exercisable at end of period | $ 70,468 |
Common Stock and Stockholders_6
Common Stock and Stockholders' Equity - Summary of PRSUs Activity (Details) - PRSUs | 12 Months Ended |
Dec. 31, 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 Shares, Canceled | shares | (129,000) |
Number of Unvested Shares, end of period | shares | 390,000 |
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, Canceled | $ / shares | 34.36 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ / shares | $ 35.55 |
Common Stock and Stockholders_7
Common Stock and Stockholders' Equity - Summary of PRSUs Activity (Parenthetical) (Details) - PRSUs | 12 Months Ended |
Dec. 31, 2018shares | |
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% |
Shares expected to vest, percentage of target level | 193.00% |
PRSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares expected to vest, target level number | 752,000 |
Common Stock and Stockholders_8
Common Stock and Stockholders' Equity - Summary of TSR RSUs Activity (Details) - TSR RSUs shares in Thousands | 12 Months Ended |
Dec. 31, 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 | (140) |
Number of Unvested Shares, end of period | shares | 420 |
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 | 35.05 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ / shares | $ 45.78 |
Common Stock and Stockholders_9
Common Stock and Stockholders' Equity - Summary of TSR RSUs Activity (Parenthetical) (Details) - TSR RSUs | 12 Months Ended |
Dec. 31, 2018shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares granted, percentage of target level | 100.00% |
Shares expected to vest, percentage of target level | 132.00% |
Shares expected to vest, target level number | 121,500 |
Common Stock and Stockholder_10
Common Stock and Stockholders' Equity - Summary of RSU Activity (Details) - RSUs shares in Thousands | 12 Months Ended |
Dec. 31, 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 | 19,101 |
Number of Shares, vested | shares | (14,379) |
Number of Shares, Canceled | shares | (7,458) |
Number of Unvested Shares, end of period | shares | 30,387 |
Weighted Average Grant Date Fair Value Per Share, beginning of period | $ / shares | $ 19.80 |
Weighted Average Grant Date Fair Value Per Share, Granted | $ / shares | 30.73 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 21.64 |
Weighted Average Grant Date Fair Value Per Share, Canceled | $ / shares | 23.17 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ / shares | $ 24.97 |
Common Stock and Stockholder_11
Common Stock and Stockholders' Equity - Compensation Expense Allocated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 326,228 | $ 433,806 | $ 615,233 |
Cost of Revenue | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 17,289 | 23,849 | 29,502 |
Research and Development | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 183,799 | 240,833 | 335,498 |
Sales and Marketing | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 71,305 | 94,135 | 160,935 |
General and Administrative | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 53,835 | $ 74,989 | $ 89,298 |
Income Taxes - Summary of Domes
Income Taxes - Summary of Domestic and Foreign Components of Income (Loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 193,500 | $ (18,412) | $ (237,325) |
Foreign | 230,044 | (77,006) | (203,509) |
Income (loss) before income taxes | $ 423,544 | $ (95,418) | $ (440,834) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | |||
Federal | $ (1,661) | $ 1,977 | $ 1,087 |
State | 4,083 | 316 | (143) |
Foreign | 17,246 | 16,767 | 19,870 |
Total current provision for income taxes | 19,668 | 19,060 | 20,814 |
Deferred: | |||
Federal | (711,084) | (4,701) | 293 |
State | (49,047) | (67) | 17 |
Foreign | (41,589) | (1,647) | (5,085) |
Total deferred benefit for income taxes | (801,720) | (6,415) | (4,775) |
Provision (benefit) for income taxes | $ (782,052) | $ 12,645 | $ 16,039 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Tax at federal statutory rate | 21.00% | 35.00% | 35.00% |
State taxes, net of federal benefit | (8.40%) | (0.30%) | 0.00% |
Stock-based compensation | (6.40%) | (28.50%) | (2.80%) |
Research and development credits | (5.60%) | 18.60% | 4.90% |
Valuation allowance | (179.10%) | 425.20% | (7.00%) |
Effect of the U.S. Tax Act | (0.00%) | (369.80%) | (0.00%) |
Nondeductible other expenses | 0.20% | (8.70%) | (6.10%) |
Foreign rate differential | (6.40%) | (81.20%) | (27.40%) |
Other | 0.10% | (3.60%) | (0.20%) |
Effective tax rate | (184.60%) | (13.30%) | (3.60%) |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Effects of Temporary Differences and Related Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 513,427 | $ 720,444 |
Accruals and reserves | 32,298 | 26,202 |
Stock-based compensation expense | 29,600 | 32,825 |
Tax credits | 375,699 | 327,756 |
Capitalized research expenditures | 13,868 | |
Fixed assets and intangible assets | 24,819 | 10,803 |
Investments | 16,571 | 14,906 |
Other | 17,658 | 19,683 |
Total deferred tax assets | 1,023,940 | 1,152,619 |
Valuation allowance | (210,862) | (1,021,326) |
Total deferred tax assets, net of valuation allowance | 813,078 | 131,293 |
Deferred tax liabilities: | ||
Fixed assets and intangible assets | (57,290) | |
Capitalized research expenditures | (51,179) | |
Other | (4,619) | (12,369) |
Total deferred tax liabilities | (4,619) | (120,838) |
Net deferred tax assets | $ 808,459 | $ 10,455 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax [Line Items] | ||||
Federal corporate income tax rate | 21.00% | 35.00% | 35.00% | |
Deferred tax asset valuation allowance | $ 210,862 | $ 1,021,326 | ||
Release of valuation allowance | 797,400 | |||
Unrecognized tax benefits | 332,314 | 259,781 | $ 269,508 | $ 209,443 |
Unrecognized tax benefits, if recognized would not affect the annual effective tax rate | 317,500 | |||
Unrecognized tax benefits, if recognized would affect the annual effective tax rate | 14,800 | |||
Net interest and penalties in income taxes | 2,200 | |||
Interest and penalties related to uncertain tax positions | 3,100 | |||
California Enterprise Zone | ||||
Income Tax [Line Items] | ||||
Credit carryforwards amount | $ 19,100 | |||
Credit carryforward, expiration year | 2,023 | |||
Federal | ||||
Income Tax [Line Items] | ||||
Deferred tax asset valuation allowance | $ 14,600 | 780,200 | ||
Net operating loss carryforwards | $ 2,850,000 | |||
Operating loss carryforwards, expiration year | 2,034 | |||
Credit carryforward, expiration start year | 2,027 | |||
Federal | Research | ||||
Income Tax [Line Items] | ||||
Credit carryforwards amount | $ 300,400 | |||
State | ||||
Income Tax [Line Items] | ||||
Deferred tax asset valuation allowance | 196,300 | $ 222,900 | ||
Net operating loss carryforwards | $ 1,300,000 | |||
Operating loss carryforwards, expiration year | 2,026 | |||
State | Research | ||||
Income Tax [Line Items] | ||||
Credit carryforwards amount | $ 236,200 | |||
Brazilian Operations | ||||
Income Tax [Line Items] | ||||
Release of valuation allowance | $ 47,700 |
Income Taxes - Schedule of Re_2
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Gross unrecognized tax benefits at the beginning of the year | $ 259,781 | $ 269,508 | $ 209,443 |
Increases related to prior year tax positions | 20,000 | 913 | 3,682 |
Decreases related to prior year tax positions | (13,174) | ||
Decreases related to settlement with tax authorities | (1,415) | ||
Decreases related to the Tax Act | (71,104) | ||
Increases related to current year tax positions | 66,249 | 61,879 | 56,383 |
Statute of limitations expirations | (542) | ||
Gross unrecognized tax benefits at the end of the year | $ 332,314 | $ 259,781 | $ 269,508 |
Income Taxes - Summary of Unrec
Income Taxes - Summary of Unrecognized Tax Benefits Recorded in Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Income Tax Uncertainties [Abstract] | ||||
Total unrecognized tax benefits balance | $ 332,314 | $ 259,781 | $ 269,508 | $ 209,443 |
Amounts netted against related deferred tax assets | (317,524) | (246,776) | ||
Unrecognized tax benefits recorded on consolidated balance sheets | $ 14,790 | $ 13,005 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other Commitments [Line Items] | ||||
Expiration year of operating lease, earliest | 2,019 | |||
Expiration year of operating lease, last | 2,028 | |||
Operating leases, rent expense, net of sublease income | $ 138,800,000 | $ 117,900,000 | $ 155,700,000 | |
Revolving Credit Facility | ||||
Other Commitments [Line Items] | ||||
Unsecured revolving credit facility | $ 500,000,000 | |||
Line of credit facility, expiration date | Aug. 7, 2023 | |||
Line of credit facility amount | 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 | Dec. 31, 2018 | Dec. 31, 2017 |
Operating Leases Future Minimum Payments Due [Abstract] | ||
2,019 | $ 161,932 | |
2,020 | 151,751 | |
2,021 | 110,853 | |
2,022 | 89,398 | |
2,023 | 62,137 | |
Thereafter | 263,441 | |
Total | 839,512 | |
Operating Leases Future Minimum Sublease Income[Abstract] | ||
2,019 | (24,312) | |
2,020 | (15,144) | |
2,021 | (11,762) | |
2,022 | (1,319) | |
2,023 | 0 | |
Thereafter | 0 | |
Total | (52,537) | |
Capital Leases Future Minimum Payments Due [Abstract] | ||
2,019 | 70,506 | |
2,020 | 23,845 | |
2,021 | 569 | |
2,022 | 0 | |
2,023 | 0 | |
Thereafter | 0 | |
Total | 94,920 | |
Less: Amounts representing interest | 2,480 | |
Total capital lease obligation | 92,440 | |
Less: Short-term portion | 68,046 | $ 84,976 |
Long-term portion | $ 24,394 | $ 81,308 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Commitments to Settle Contractual Obligations in Cash (Details) $ in Thousands | Dec. 31, 2018USD ($) | |
Other Commitments [Line Items] | ||
Total | $ 4,367,119 | |
Payments Due by Next Year | 1,247,951 | |
Payments Due by Year 1-3 years | 1,401,071 | |
Payments Due by Year 3-5 years | 291,673 | |
Payments Due by Year More than 5 years | 1,426,424 | |
2019 Notes | ||
Other Commitments [Line Items] | ||
Total | 937,338 | |
Payments Due by Next Year | 937,338 | |
2021 Notes | ||
Other Commitments [Line Items] | ||
Total | 982,646 | |
Payments Due by Next Year | 9,540 | |
Payments Due by Year 1-3 years | 973,106 | |
2024 Notes | ||
Other Commitments [Line Items] | ||
Total | 1,165,781 | |
Payments Due by Next Year | 2,867 | |
Payments Due by Year 1-3 years | 5,742 | |
Payments Due by Year 3-5 years | 5,734 | |
Payments Due by Year More than 5 years | 1,151,438 | |
Operating Lease Obligations | ||
Other Commitments [Line Items] | ||
Total | 839,512 | [1] |
Payments Due by Next Year | 161,932 | [1] |
Payments Due by Year 1-3 years | 262,604 | [1] |
Payments Due by Year 3-5 years | 151,535 | [1] |
Payments Due by Year More than 5 years | 263,441 | [1] |
Capital Lease Obligations | ||
Other Commitments [Line Items] | ||
Total | 94,920 | |
Payments Due by Next Year | 70,506 | |
Payments Due by Year 1-3 years | 24,414 | |
Other Contractual Commitments | ||
Other Commitments [Line Items] | ||
Total | 346,922 | [2] |
Payments Due by Next Year | 65,768 | [2] |
Payments Due by Year 1-3 years | 135,205 | [2] |
Payments Due by Year 3-5 years | 134,404 | [2] |
Payments Due by Year More than 5 years | $ 11,545 | [2] |
[1] | The Company has entered into several sublease agreements for office space that it is not fully utilizing. Under the sublease agreements, the Company will receive approximately $52.5 million in sublease income over the next four 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 | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Commitments And Contingencies Disclosure [Abstract] | |
Sublease income | $ 52,537 |
Sublease income term | 4 years |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | ||||
Revenue recognized under contractual obligations from customers | $ 25,900,000 | $ 22,500,000 | $ 0 | |
Revenue receivable under contractual obligations from customers | $ 3,800,000 | $ 4,200,000 | ||
Square Inc | ||||
Related Party Transaction [Line Items] | ||||
Agreement consideration amount | $ 0 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Pension Plans And Defined Benefit Postretirement Plans Disclosure [Abstract] | |||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 6.3 | $ 2.8 | $ 2.8 |
Segment Information and Opera_3
Segment Information and Operations by Geographic Area - Property and Equipment Net by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property and equipment, net: | ||
Property and equipment, net | $ 885,078 | $ 773,715 |
United States | ||
Property and equipment, net: | ||
Property and equipment, net | 853,731 | 730,262 |
International | ||
Property and equipment, net: | ||
Property and equipment, net | $ 31,347 | $ 43,453 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) | Oct. 25, 2016 | Dec. 31, 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) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |||||
2016 Employee Termination Plan | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Charges | $ 608 | [1] | $ 21,611 | [2] | |||
Cash payment | (4,309) | (11,629) | |||||
Non-cash and other adjustments | 76 | (6,357) | |||||
Accrued restructuring | 3,625 | ||||||
2016 Lease Plan | |||||||
Restructuring Cost And Reserve [Line Items] | |||||||
Charges | $ (4,255) | [3] | 6,090 | [1] | 79,685 | [2] | |
Cash payment | (15,525) | (28,371) | (3,562) | ||||
Non-cash and other adjustments | (34) | (2,336) | (19,577) | ||||
Accrued restructuring | 12,115 | $ 31,929 | $ 56,546 | ||||
Accrued restructuring, reflected in accrued and other current liabilities | [4] | 12,070 | |||||
Accrued restructuring, reflected in other long-term liabilities | [4] | $ 45 | |||||
[1] | For the year ended December 31, 2017, the Company recorded restructuring charges related to its 2016 Employee Termination Plan and 2016 Lease Plan of $0.4 million within cost of revenue, $3.0 million within sales and marketing, $2.1 million within research and development and $1.2 million within general and administrative in the consolidated statements of operations. | ||||||
[2] | For the year ended December 31, 2016, the Company recorded restructuring charges related to its 2016 Employee Termination Plan and 2016 Lease Plan of $49.0 million within cost of revenue, $30.4 million within sales and marketing, $15.9 million within research and development and $6.0 million within general and administrative in the consolidated statements of operations. | ||||||
[3] | For the year ended December 31, 2018, the Company reversed restructuring charges related to its 2016 Lease Plan of $0.3 million within cost of revenue, $1.7 million within sales and marketing, $1.4 million within research and development and $0.9 million within general and administrative in the consolidated statements of operations. | ||||||
[4] | As of December 31, 2018, the Company’s restructuring accrual included approximately $12.1 million related to the 2016 Lease Plan. This amount is also included in the gross operating lease commitment table under Note 15 – Commitments and Contingencies. |
Restructuring Charges - Summa_2
Restructuring Charges - Summary of Activities Related to Restructuring Charges (Parenthetical) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | ||||
2016 Employee Termination Plan and 2016 Lease Plan | Cost of Revenue | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Charges | $ 400 | $ 49,000 | ||||
2016 Employee Termination Plan and 2016 Lease Plan | Sales and Marketing | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Charges | 3,000 | 30,400 | ||||
2016 Employee Termination Plan and 2016 Lease Plan | Research and Development | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Charges | 2,100 | 15,900 | ||||
2016 Employee Termination Plan and 2016 Lease Plan | General and Administrative | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Charges | 1,200 | 6,000 | ||||
2016 Lease Plan | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Charges | $ (4,255) | [1] | 6,090 | [2] | 79,685 | [3] |
Accrued restructuring | 12,115 | $ 31,929 | $ 56,546 | |||
2016 Lease Plan | Cost of Revenue | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Charges | (300) | |||||
2016 Lease Plan | Sales and Marketing | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Charges | (1,700) | |||||
2016 Lease Plan | Research and Development | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Charges | (1,400) | |||||
2016 Lease Plan | General and Administrative | ||||||
Restructuring Cost And Reserve [Line Items] | ||||||
Charges | $ (900) | |||||
[1] | For the year ended December 31, 2018, the Company reversed restructuring charges related to its 2016 Lease Plan of $0.3 million within cost of revenue, $1.7 million within sales and marketing, $1.4 million within research and development and $0.9 million within general and administrative in the consolidated statements of operations. | |||||
[2] | For the year ended December 31, 2017, the Company recorded restructuring charges related to its 2016 Employee Termination Plan and 2016 Lease Plan of $0.4 million within cost of revenue, $3.0 million within sales and marketing, $2.1 million within research and development and $1.2 million within general and administrative in the consolidated statements of operations. | |||||
[3] | For the year ended December 31, 2016, the Company recorded restructuring charges related to its 2016 Employee Termination Plan and 2016 Lease Plan of $49.0 million within cost of revenue, $30.4 million within sales and marketing, $15.9 million within research and development and $6.0 million within general and administrative in the consolidated statements of operations. |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Deferred Tax Assets | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 1,021,326 | $ 439,993 | $ 378,448 |
Charged to Expenses | (817,529) | (346,389) | 57,529 |
Charged/Credited to Other Accounts | 7,065 | 927,722 | 4,016 |
Balance at End of Year | 210,862 | 1,021,326 | 439,993 |
Allowance for Doubtful Accounts | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 5,430 | 7,216 | 8,121 |
Additions (Reductions) | 1,610 | 586 | 3,958 |
Write-off/ Adjustments | (3,481) | (2,372) | (4,863) |
Balance at End of Year | $ 3,559 | $ 5,430 | $ 7,216 |