Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 26, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Entity Current Reporting Status | Yes | |
Trading Symbol | TWTR | |
Entity Registrant Name | TWITTER, INC. | |
Entity Central Index Key | 0001418091 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Shell Company | false | |
Entity File Number | 001-36164 | |
Entity Tax Identification Number | 20-8913779 | |
Entity Address, Address Line One | 1355 Market Street | |
Entity Address, Address Line Two | Suite 900 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94103 | |
City Area Code | 415 | |
Local Phone Number | 222-9670 | |
Entity Interactive Data Current | Yes | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NYSE | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 773,017,657 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 2,183,111 | $ 1,894,444 |
Short-term investments | 4,503,427 | 4,314,957 |
Accounts receivable, net of allowance for doubtful accounts of $2,285 and $3,559 | 719,904 | 788,700 |
Prepaid expenses and other current assets | 106,341 | 112,935 |
Total current assets | 7,512,783 | 7,111,036 |
Property and equipment, net | 982,513 | 885,078 |
Operating lease right-of-use assets | 694,855 | |
Intangible assets, net | 50,722 | 45,025 |
Goodwill | 1,246,883 | 1,227,269 |
Deferred tax assets, net | 1,954,808 | 808,459 |
Other assets | 79,043 | 85,705 |
Total assets | 12,521,607 | 10,162,572 |
Current liabilities: | ||
Accounts payable | 206,282 | 145,186 |
Accrued and other current liabilities | 428,296 | 405,751 |
Convertible notes, short-term | 923,648 | 897,328 |
Operating lease liabilities, short-term | 129,919 | |
Finance lease liabilities, short-term | 45,593 | 68,046 |
Total current liabilities | 1,733,738 | 1,516,311 |
Convertible notes, long-term | 1,773,092 | 1,730,922 |
Operating lease liabilities, long-term | 614,213 | |
Finance lease liabilities, long-term | 7,576 | 24,394 |
Deferred and other long-term tax liabilities, net | 23,393 | 17,849 |
Other long-term liabilities | 24,781 | 67,502 |
Total liabilities | 4,176,793 | 3,356,978 |
Commitments and contingencies (Note 14) | ||
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; 772,393 and 764,257 shares issued and outstanding | 4 | 4 |
Additional paid-in capital | 8,535,463 | 8,324,974 |
Accumulated other comprehensive loss | (46,944) | (65,311) |
Accumulated deficit | (143,709) | (1,454,073) |
Total stockholders' equity | 8,344,814 | 6,805,594 |
Total liabilities and stockholders' equity | $ 12,521,607 | $ 10,162,572 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 2,285 | $ 3,559 |
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 | 772,393,000 | 764,257,000 |
Common stock, shares outstanding | 772,393,000 | 764,257,000 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 841,381 | $ 710,541 | $ 1,628,271 | $ 1,375,412 |
Costs and expenses | ||||
Cost of revenue | 277,965 | 230,185 | 541,976 | 453,008 |
Research and development | 159,242 | 138,574 | 305,488 | 261,920 |
Sales and marketing | 240,249 | 188,032 | 446,048 | 366,091 |
General and administrative | 88,239 | 74,126 | 165,415 | 139,844 |
Total costs and expenses | 765,695 | 630,917 | 1,458,927 | 1,220,863 |
Income from operations | 75,686 | 79,624 | 169,344 | 154,549 |
Interest expense | (38,317) | (29,982) | (75,577) | (56,997) |
Interest income | 42,887 | 21,960 | 83,428 | 38,141 |
Other income (expense), net | 7,523 | (5,735) | 7,087 | (5,944) |
Income before income taxes | 87,779 | 65,867 | 184,282 | 129,749 |
Provision (benefit) for income taxes | (1,031,781) | (34,250) | (1,126,082) | (31,365) |
Net income | $ 1,119,560 | $ 100,117 | $ 1,310,364 | $ 161,114 |
Net income per share attributable to common stockholders: | ||||
Basic | $ 1.46 | $ 0.13 | $ 1.71 | $ 0.21 |
Diluted | $ 1.43 | $ 0.13 | $ 1.68 | $ 0.21 |
Weighted-average shares used to compute net income per share attributable to common stockholders: | ||||
Basic | 768,755 | 752,351 | 766,658 | 750,037 |
Diluted | 785,056 | 772,556 | 781,378 | 769,222 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 1,119,560 | $ 100,117 | $ 1,310,364 | $ 161,114 |
Other comprehensive income, net of tax: | ||||
Change in unrealized gain (loss) on investments in available-for-sale securities | 9,106 | 1,384 | 17,954 | (445) |
Change in foreign currency translation adjustment | 615 | (35,493) | 413 | (24,410) |
Net change in accumulated other comprehensive income (loss) | 9,721 | (34,109) | 18,367 | (24,855) |
Comprehensive income | $ 1,129,281 | $ 66,008 | $ 1,328,731 | $ 136,259 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit |
Balance, beginning of period, shares at Dec. 31, 2017 | 746,902 | ||||
Balance, beginning of period at Dec. 31, 2017 | $ 4 | $ 7,750,522 | $ (31,579) | $ (2,671,729) | |
Issuance of common stock in connection with RSU vesting, shares | 8,184 | ||||
Issuance of common stock in connection with acquisitions, shares | 119 | ||||
Issuance of common stock in connection with acquisitions | 5,405 | ||||
Issuance of stock options in connection with acquisitions | 917 | ||||
Issuance of restricted stock in connection with acquisitions | 12,843 | ||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation, shares | 655 | ||||
Exercise of stock options, shares | 434 | ||||
Exercise of stock options | 3,097 | ||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 1,000 | 990 | |||
Issuance of common stock upon purchases under employee stock purchase plan | 16,337 | ||||
Shares withheld related to net share settlement of equity awards, shares | (320) | ||||
Shares withheld related to net share settlement of equity awards | (9,353) | ||||
Stock-based compensation | 175,053 | ||||
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 | 10 | ||||
Other comprehensive income (loss) | (24,855) | (24,855) | |||
Cumulative-effect adjustment from adoption of revenue recognition rule | 12,060 | ||||
Net income | $ 161,114 | 161,114 | |||
Balance, end of period, shares at Jun. 30, 2018 | 756,956 | 756,956 | |||
Balance, end of period at Jun. 30, 2018 | $ 5,570,904 | $ 4 | 8,125,889 | (56,434) | (2,498,555) |
Balance, beginning of period, shares at Mar. 31, 2018 | 752,037 | ||||
Balance, beginning of period at Mar. 31, 2018 | $ 4 | 7,831,429 | (22,325) | (2,598,672) | |
Issuance of common stock in connection with RSU vesting, shares | 3,086 | ||||
Issuance of common stock in connection with acquisitions, shares | 119 | ||||
Issuance of common stock in connection with acquisitions | 5,405 | ||||
Issuance of stock options in connection with acquisitions | 917 | ||||
Issuance of restricted stock in connection with acquisitions | 12,843 | ||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation, shares | 655 | ||||
Exercise of stock options, shares | 129 | ||||
Exercise of stock options | 329 | ||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 990 | ||||
Issuance of common stock upon purchases under employee stock purchase plan | 16,337 | ||||
Shares withheld related to net share settlement of equity awards, shares | (60) | ||||
Shares withheld related to net share settlement of equity awards | (1,803) | ||||
Stock-based compensation | 89,368 | ||||
Equity component of the convertible note issuance, net | 252,248 | ||||
Purchase of convertible note hedge | (267,950) | ||||
Issuance of warrants | 186,760 | ||||
Other activities | 6 | ||||
Other comprehensive income (loss) | (34,109) | (34,109) | |||
Net income | $ 100,117 | 100,117 | |||
Balance, end of period, shares at Jun. 30, 2018 | 756,956 | 756,956 | |||
Balance, end of period at Jun. 30, 2018 | $ 5,570,904 | $ 4 | 8,125,889 | (56,434) | (2,498,555) |
Balance, beginning of period, shares at Dec. 31, 2018 | 764,257 | ||||
Balance, beginning of period at Dec. 31, 2018 | $ 6,805,594 | $ 4 | 8,324,974 | (65,311) | (1,454,073) |
Issuance of common stock in connection with RSU vesting, shares | 7,132 | ||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation, shares | 306 | ||||
Exercise of stock options, shares | 195 | ||||
Exercise of stock options | 509 | ||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 900 | 901 | |||
Issuance of common stock upon purchases under employee stock purchase plan | 25,209 | ||||
Shares withheld related to net share settlement of equity awards, shares | (396) | ||||
Shares withheld related to net share settlement of equity awards | (12,938) | ||||
Stock-based compensation | 197,709 | ||||
Other activities, shares | (2) | ||||
Other comprehensive income (loss) | $ 18,367 | 18,367 | |||
Net income | $ 1,310,364 | 1,310,364 | |||
Balance, end of period, shares at Jun. 30, 2019 | 772,393 | 772,393 | |||
Balance, end of period at Jun. 30, 2019 | $ 8,344,814 | $ 4 | 8,535,463 | (46,944) | (143,709) |
Balance, beginning of period, shares at Mar. 31, 2019 | 767,913 | ||||
Balance, beginning of period at Mar. 31, 2019 | $ 4 | 8,408,749 | (56,665) | (1,263,269) | |
Issuance of common stock in connection with RSU vesting, shares | 3,243 | ||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation, shares | 306 | ||||
Exercise of stock options, shares | 123 | ||||
Exercise of stock options | 413 | ||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 901 | ||||
Issuance of common stock upon purchases under employee stock purchase plan | 25,209 | ||||
Shares withheld related to net share settlement of equity awards, shares | (91) | ||||
Shares withheld related to net share settlement of equity awards | (3,461) | ||||
Stock-based compensation | 104,553 | ||||
Other activities, shares | (2) | ||||
Other comprehensive income (loss) | 9,721 | 9,721 | |||
Net income | $ 1,119,560 | 1,119,560 | |||
Balance, end of period, shares at Jun. 30, 2019 | 772,393 | 772,393 | |||
Balance, end of period at Jun. 30, 2019 | $ 8,344,814 | $ 4 | $ 8,535,463 | $ (46,944) | $ (143,709) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash flows from operating activities | ||
Net income | $ 1,310,364 | $ 161,114 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 229,090 | 202,828 |
Stock-based compensation expense | 178,106 | 152,735 |
Amortization of discount on convertible notes | 62,787 | 44,031 |
Deferred income taxes | (1,144,191) | (42,285) |
Impairment of investments in privately-held companies | 1,550 | 3,000 |
Other adjustments | (18,103) | (3,059) |
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | ||
Accounts receivable | 67,237 | 46,968 |
Prepaid expenses and other assets | 66,627 | (20,302) |
Accounts payable | (4,740) | (16,828) |
Accrued and other liabilities | (58,061) | 35,611 |
Net cash provided by operating activities | 690,666 | 563,813 |
Cash flows from investing activities | ||
Purchases of property and equipment | (218,821) | (289,541) |
Proceeds from sales of property and equipment | 3,057 | 4,456 |
Purchases of marketable securities | (2,991,921) | (1,990,868) |
Proceeds from maturities and sales of marketable securities | 2,832,237 | 1,638,109 |
Business combinations, net of cash acquired | (20,302) | (32,504) |
Other investing activities | 11,368 | (2,175) |
Net cash used in investing activities | (384,382) | (672,523) |
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 | (11,730) | |
Taxes paid related to net share settlement of equity awards | (12,938) | (9,360) |
Payments of finance lease obligations | (37,933) | (47,282) |
Proceeds from exercise of stock options | 509 | 3,097 |
Proceeds from issuances of common stock under employee stock purchase plan | 25,209 | 16,337 |
Net cash provided by (used in) financing activities | (25,153) | 1,019,872 |
Net increase in cash, cash equivalents and restricted cash | 281,131 | 911,162 |
Foreign exchange effect on cash, cash equivalents and restricted cash | 7,002 | (12,514) |
Cash, cash equivalents and restricted cash at beginning of period | 1,921,875 | 1,673,857 |
Cash, cash equivalents and restricted cash at end of period | 2,210,008 | 2,572,505 |
Supplemental disclosures of non-cash investing and financing activities | ||
Common stock issued in connection with acquisitions | 19,165 | |
Equipment purchases under finance leases | 16,086 | |
Changes in accrued property and equipment purchases | 77,611 | 7,554 |
Reconciliation of cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows | ||
Cash and cash equivalents | 2,183,111 | 2,544,641 |
Restricted cash included in prepaid expenses and other current assets | 1,379 | 2,261 |
Restricted cash included in other assets | 25,518 | 25,603 |
Cash, cash equivalents and restricted cash at end of period | $ 2,210,008 | $ 2,572,505 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Twitter, Inc. (“Twitter” or the “Company”) was incorporated in Delaware in April 2007, and is headquartered in San Francisco, California. Twitter offers products and services for users, advertisers, developers and platform and data partners. Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period. The accompanying interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. Recent Accounting Pronouncements Recently adopted accounting pronouncements In February 2016, the Financial Accounting Standards Board (“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 consolidated balance sheets. 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. The FASB has subsequently issued additional updates that allow entities to apply certain practical expedients upon transition to this new guidance. The Company adopted this guidance as of January 1, 2019 and elected to apply practical expedients permitted under the transition guidance that allow the Company to use the beginning of the period of adoption (January 1, 2019) as the date of initial application, to not separate non-lease components from lease components for lessee and lessor transactions, and to not reassess lease classification, treatment of initial direct costs, or whether an existing or expired contract contains a lease. Prior period financial statements were not recast under the new guidance. The adoption of the new lease standard resulted in the recognition of operating lease ROU assets of $737.7 million recorded in operating lease right-of-use assets and lease liabilities of $777.1 million recorded in operating lease liabilities, short-term and operating lease liabilities, long-term on the consolidated balance sheets as of January 1, 2019. In connection with the adoption of this standard, deferred rent of $53.0 million, which was previously recorded in accrued and other current liabilities and in other long-term liabilities on the consolidated balance sheets, was derecognized. Additionally, prepaid rents of $13.6 million which were previously recorded in prepaid expenses and other current assets on the consolidated balance sheets were reclassified upon adoption as a reduction to operating lease liabilities, short-term. 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. Prior to this guidance, entities generally amortized the premium as a yield adjustment over the contractual life of the security. The Company adopted this new accounting standard as of January 1, 2019 and the adoption did not have a material impact on the Company’s financial statements. 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 deficit). The new guidance also requires entities to make additional disclosures, regardless of whether reclassification of tax effects is elected. The Company adopted this new accounting standard during the three months ended March 31, 2019 and did not elect the option to reclassify tax effects as a result of tax reform and as such, adoption did not have a material impact on the Company’s financial statements and related disclosures. With the exception of the standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the six months ended June 30, 2019, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, that are of significance or potential significance to the Company. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue | Note 2. Revenue Revenue Recognition Revenue is recognized when the control of promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company identifies its contracts with customers and all performance obligations within those contracts. The Company then determines the transaction price and allocates the transaction price to the performance obligations within the Company's contracts with customers, recognizing revenue when, or as, the Company satisfies its performance obligations. While the majority of the Company's revenue transactions are based on standard business terms and conditions, the Company also enters into sales agreements with advertisers and data partners that sometimes involve multiple performance obligations and occasionally include non-standard terms or conditions. Revenue by geography is based on the billing address of the customers. The following table sets forth revenue by services and revenue by geographic area (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenue by services: Advertising services $ 727,123 $ 601,060 $ 1,406,589 $ 1,176,216 Data licensing and other 114,258 109,481 221,682 199,196 Total revenue $ 841,381 $ 710,541 $ 1,628,271 $ 1,375,412 Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenue by geographic area: United States $ 455,201 $ 366,657 $ 887,557 $ 713,227 Japan 133,171 122,219 268,742 239,045 Rest of World 253,009 221,665 471,972 423,140 Total revenue $ 841,381 $ 710,541 $ 1,628,271 $ 1,375,412 Contract Balances The Company enters into contracts with its customers, which may give rise to contract liabilities (deferred revenue) and contract assets (unbilled revenue). The payment terms and conditions within the Company’s contracts vary by the type and location of its customer and products or services purchased, the substantial majority of which are due in less than one year. When the timing of revenue recognition differs from the timing of payments made by customers, the Company recognizes either unbilled revenue (its performance precedes the billing date) or deferred revenue (customer payment is received in advance of performance). Deferred Revenue (Contract Liabilities) The Company presents deferred revenue primarily within accrued and other current liabilities in the consolidated balance sheets and there is Unbilled Revenue (Contract Assets) The Company presents unbilled revenue in the consolidated balance sheets within prepaid expenses and other current assets and within other assets. The Company’s contracts do not contain material financing components. The Company's unbilled revenue primarily consists of amounts that have yet to be billed under contracts with escalating fee structures. Specifically, because the Company generally recognizes revenue on a straight-line basis for data licensing arrangements with escalating fee structures, revenue recognized represents amounts to which the Company is contractually entitled; however, the revenue recognized exceeds the amounts the Company has a right to bill as of the period end, thus resulting in unbilled revenue. The following table presents contract balances (in thousands): June 30, December 31, 2019 2018 Unbilled Revenue $ 21,009 $ 20,786 Deferred Revenue $ 75,043 $ 38,949 The amount of revenue recognized in the three months ended June 30, 2019 that was included in the deferred revenue balance as of March 31, 2019 was $19.5 million. The amount of revenue recognized in the six months ended June 30, 2019 that was included in the deferred revenue balance as of December 31, 2018 was $38.9 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 and the satisfaction of the Company’s performance obligations relating to data licensing contracts with advance cash payments. The amount of revenue recognized from obligations satisfied (or partially satisfied) in prior periods was not material. The increase in unbilled revenue balance from December 31, 2018 to June 30, 2019 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 December 31, 2018 to June 30, 2019 was primarily due to cash payments received or due in advance of satisfying the Company’s performance obligations for data licensing contracts and bonus and make good media inventory earned by and offered to customers during the period. Remaining Performance Obligations As of June 30, 2019, the aggregate amount of the transaction price allocated to remaining performance obligations in contracts with an original expected duration exceeding one year is $587.2 million. This total amount primarily consists of long-term data licensing contracts and excludes deferred revenue related to the Company’s short-term advertising service arrangements. The Company expects to recognize this amount as revenue over the following time periods (in thousands): Remaining Performance Obligations Remainder of 2021 and Total 2019 2020 Thereafter Revenue expected to be recognized on remaining performance obligations $ 587,210 $ 125,476 $ 206,123 $ 255,611 |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-term Investments | 6 Months Ended |
Jun. 30, 2019 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Short-term Investments | Note 3. Cash, Cash Equivalents and Short-term Investments Cash, cash equivalents and short-term investments consist of the following (in thousands): June 30, December 31, 2019 2018 Cash and cash equivalents: Cash $ 218,525 $ 229,924 Money market funds 752,160 861,206 Corporate notes, commercial paper and certificates of deposit 1,212,426 803,314 Total cash and cash equivalents $ 2,183,111 $ 1,894,444 Short-term investments: U.S. government and agency securities including treasury bills $ 816,813 $ 1,053,408 Corporate notes, commercial paper and certificates of deposit 3,686,614 3,261,549 Total short-term investments $ 4,503,427 $ 4,314,957 The contractual maturities of securities classified as available-for-sale as of June 30, 2019 were as follows (in thousands): June 30, 2019 Due within one year $ 2,650,741 Due after one year through five years 1,852,686 Total $ 4,503,427 The following tables summarize unrealized gains and losses related to available-for-sale securities classified as short-term investments on the Company’s consolidated balance sheets (in thousands): June 30, 2019 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 815,128 $ 1,740 $ (55 ) $ 816,813 Corporate notes, commercial paper and certificates of deposit 3,674,393 12,555 (334 ) 3,686,614 Total available-for-sale securities classified as short-term investments $ 4,489,521 $ 14,295 $ (389 ) $ 4,503,427 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 The gross unrealized loss on securities in a continuous loss position for 12 months or longer was not material as of June 30, 2019 and December 31, 2018. 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 | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4 . Fair Value Measurements The Company measures its cash equivalents, short-term investments and derivative financial instruments at fair value. The Company classifies its cash equivalents, short-term investments and derivative financial instruments within Level 1 or Level 2 because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The fair value of the Company’s Level 1 financial assets is based on quoted market prices of the identical underlying security. The fair value of the Company’s Level 2 financial assets is based on inputs that are directly or indirectly observable in the market, including the readily-available pricing sources for the identical underlying security that may not be actively traded. The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 based on the three-tier fair value hierarchy (in thousands): June 30, 2019 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 752,160 $ — $ 752,160 Commercial paper — 1,212,426 1,212,426 Short-term investments: U.S. government and agency securities — 816,813 816,813 Corporate notes — 2,339,106 2,339,106 Commercial paper — 838,578 838,578 Certificates of deposit — 508,930 508,930 Other current assets: Foreign currency contracts — 4,273 4,273 Total $ 752,160 $ 5,720,126 $ 6,472,286 Liabilities Other current liabilities: Foreign currency contracts — 2,024 2,024 Total $ — $ 2,024 $ 2,024 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 The Company has $935.0 million in aggregate principal amount of 0.25% convertible senior notes due in 2019 (the “2019 Notes”), $954.0 million in aggregate principal amount of 1.00% convertible senior notes due in 2021 (the “2021 Notes”), and $1.15 billion in aggregate principal amount of 0.25% convertible senior notes due in 2024 (the “2024 Notes” and together with the 2019 Notes and the 2021 Notes, the “Notes”) outstanding as of June 30, 2019. 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 June 30, 2019 was approximately $929.1 million, $914.0 million, and $1.16 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 in other income (expense), net in the consolidated statements of income. The notional principal of foreign currency contracts outstanding was equivalent to $549.4 million and $545.3 million at June 30, 2019 and December 31, 2018, respectively. The fair values of outstanding derivative instruments for the periods presented on a gross basis are as follows (in thousands): June 30, December 31, Balance Sheet Location 2019 2018 Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 4,273 $ 1,343 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities $ 2,024 $ 3,826 The Company recognized $4.3 million and $4.9 million of net losses on its foreign currency contracts in the three and six months ended June 30, 2019, respectively. The Company recognized $3.8 million and $6.6 million of net losses on its foreign currency contracts in the three and six months ended June 30, 2018, respectively. |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2019 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 5. Property and Equipment, Net The following table presents the detail of property and equipment, net for the periods presented (in thousands): June 30, December 31, 2019 2018 Property and equipment, net Equipment $ 1,377,891 $ 1,185,270 Furniture and leasehold improvements 337,272 328,532 Capitalized software 614,433 554,962 Construction in progress 107,230 96,488 Total 2,436,826 2,165,252 Less: Accumulated depreciation and amortization (1,454,313 ) (1,280,174 ) Property and equipment, net $ 982,513 $ 885,078 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Leases | Note 6. Leases Operating and Finance Lease Policy The Company has operating leases primarily for office space and data center facilities. The determination of whether an arrangement contains a lease is made at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, short-term, and operating lease liabilities, long-term on the Company’s consolidated balance sheets. With the exception of initial adoption of the new lease standard, where the Company’s incremental borrowing rate used was the rate on the adoption date (January 1, 2019), operating lease ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. To determine the incremental borrowing rate used to calculate the present value of future lease payments, the Company uses information including the Company’s credit rating, interest rates of similar debt instruments of entities with comparable credit ratings, and Twitter, Inc.’s guarantee of certain leases in foreign jurisdictions, as applicable. Certain lease agreements contain an option for the Company to renew a lease for a term of up to seven years or an option to terminate a lease early within one year. The Company considers these options, which may be elected at the Company’s sole discretion, in determining the lease term on a lease-by-lease basis. Leases with an initial term of twelve months or less are not recognized on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. The Company also has server and networking equipment lease arrangements with original lease terms ranging from three to four years. The Company’s server and networking equipment leases typically are accounted for as finance leases as they meet one or more of the five finance lease classification criteria. Assets acquired under finance leases are included in property and equipment, net, finance lease liabilities, short-term, and finance lease liabilities, long-term in the Company’s consolidated balance sheets and are depreciated to operating expenses on a straight-line basis over their estimated useful lives. The Company’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Certain of the Company’s leases contain free or escalating rent payment terms. Additionally, certain lease agreements contain lease components (for example, fixed payments such as rent) and non-lease components such as common-area maintenance costs. For each asset class of the Company’s leases—real estate offices, data centers, and equipment—the Company has elected to account for both of these provisions as a single lease component. For arrangements accounted for as a single lease component, there may be variability in future lease payments as the amount of the non-lease components is typically revised from one period to the next. These variable lease payments, which are primarily comprised of common-area maintenance, utilities, and real estate taxes that are passed on from the lessor in proportion to the space leased by the Company, are recognized in operating expenses in the period in which the obligation for those payments was incurred. The Company recognizes lease expense for its operating leases in operating expenses on a straight-line basis over the term of the lease. The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Certain of these subleases contain both lease and non-lease components. The Company has elected to account for both of these provisions as a single lease component. Sublease rent income is recognized as an offset to operating expense on a straight-line basis over the lease term. In addition to sublease rent, variable non-lease costs such as common-area maintenance, utilities, and real estate taxes are charged to subtenants over the duration of the lease for their proportionate share of these costs. These variable non-lease income receipts are recognized in operating expenses as a reduction to costs incurred by the Company in relation to the head lease. Operating and Finance Leases The Company’s leases have remaining lease terms from less than one year up to approximately eleven years. As of June 30, 2019, assets recorded under finance leases were $196.3 million and accumulated depreciation associated with finance leases was $146.9 million, recorded in property and equipment, net on the consolidated balance sheets. The components of lease cost for the three and six months ended June 30, 2019 were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2019 2019 Operating lease cost $ 41,783 $ 83,795 Finance lease cost Depreciation expense 17,584 36,850 Interest on lease liabilities 603 1,381 Total finance lease cost 18,187 38,231 Short-term lease cost 733 1,419 Variable lease cost 11,983 22,821 Sublease income (6,091 ) (12,125 ) Total lease cost $ 66,595 $ 134,141 Other information related to leases was as follows (in thousands): Six Months Ended June 30, 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 78,191 Operating cash flows from finance leases 1,381 Financing cash flows from finance leases 37,933 Right-of-use assets obtained in exchange for lease obligations: Operating leases 26,760 Finance leases — June 30, 2019 Lease Term and Discount Rate Weighted-average remaining lease term (years): Operating leases 7.0 Finance leases 1.0 Weighted-average discount rate: Operating leases 4.5 % Finance leases 3.7 % Future lease payments under leases and sublease income as of June 30, 2019 were as follows (in thousands): Operating Finance Sublease Leases Leases Total Income Years Ending December 31, Remainder of 2019 $ 73,086 $ 29,876 $ 102,962 $ (11,851 ) 2020 170,727 23,845 194,572 (15,141 ) 2021 129,629 569 130,198 (11,759 ) 2022 106,720 — 106,720 (1,318 ) 2023 78,004 — 78,004 — Thereafter 324,200 — 324,200 — Total future lease payments 882,366 54,290 936,656 $ (40,069 ) Less: leases not yet commenced (5,773 ) — (5,773 ) Less: imputed interest (132,461 ) (1,121 ) (133,582 ) Total lease liabilities $ 744,132 $ 53,169 $ 797,301 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, short-term $ 129,919 $ — $ 129,919 Operating lease liabilities, long-term 614,213 — 614,213 Finance lease liabilities, short-term — 45,593 45,593 Finance lease liabilities, long-term — 7,576 7,576 Total lease liabilities $ 744,132 $ 53,169 $ 797,301 Future lease payments under leases and sublease income as of December 31, 2018 were as follows (in thousands): Operating Sublease Finance 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 finance lease obligation 92,440 Less: Short-term portion 68,046 Long-term portion $ 24,394 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2019 | |
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, 2018 $ 1,227,269 Acquisition 19,092 Other 522 Balance as of June 30, 2019 $ 1,246,883 For each of the periods presented, gross goodwill balance equaled the net balance since no impairment charges have been recorded. The following table presents the detail of intangible assets for the periods presented (in thousands): Gross Carrying Accumulated Net Carrying Value Amortization Value June 30, 2019: Patents and developed technologies $ 107,611 $ (56,889 ) $ 50,722 Advertiser relationships 9,300 (9,300 ) — Total $ 116,911 $ (66,189 ) $ 50,722 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 Amortization expense associated with intangible assets for the three months ended June 30, 2019 and 2018 was $3.9 million and $4.9 million, respectively, and for the six months ended June 30, 2019 and 2018 was $8.7 million and $9.8 million, respectively. Estimated future amortization expense as of June 30, 2019 is as follows (in thousands): Remainder of 2019 $ 7,613 2020 12,664 2021 9,801 2022 5,921 2023 5,214 Thereafter 9,509 Total $ 50,722 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2019 | |
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): June 30, December 31, 2019 2018 Accrued compensation $ 122,720 $ 155,830 Accrued tax liabilities 37,067 39,729 Accrued publisher, content and ad network costs 39,607 33,014 Deferred revenue 72,946 38,949 Accrued other 155,956 138,229 Total $ 428,296 $ 405,751 |
Acquisitions and Other Investme
Acquisitions and Other Investments | 6 Months Ended |
Jun. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions and Other Investments | Note 9 . Acquisitions and Other Investments 2019 Acquisition During the three months ended June 30, 2019, the Company made an acquisition, which was accounted for as a business combination. The purchase price of $22.8 million (paid in cash of $20.5 million and indemnification holdback of $2.3 million) for this acquisition was allocated as follows: $4.9 million to developed technology, $1.2 million to net liabilities assumed based on their estimated fair value on the acquisition date, and the excess $19.1 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 goodwill is not tax deductible. The developed technology will be amortized on a straight-line basis over its estimated useful life of 36 months. The results of operations for this acquisition have been included in the Company’s consolidated statements of income since the date of acquisition. Actual and pro forma revenue and results of operations for this acquisition have not been presented because they do not have a material impact on the consolidated revenue and results of operations. Investments in Privately-Held Companies The Company makes strategic investments in privately-held companies. The Company also evaluates each investee to determine if the investee is a variable interest entity and, if so, whether the Company is the primary beneficiary of the variable interest entity. The Company has determined, as of June 30, 2019, there were no variable interest entities required to be consolidated in the Company’s consolidated financial statements. The Company’s investments in privately-held companies are primarily non-marketable equity securities without readily determinable fair values. The Company 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 $22.7 million and $25.8 million as of June 30, 2019 and December 31, 2018, 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. The Company recorded an impairment charge of $1.6 million in the three and six months ended June 30, 2019, and $3.0 million in the three and six months ended June 30, 2018 within other income (expense), net in the consolidated statements of income. The Company also recorded a gain of $10.2 million from the sale of an investment in a privately-held company in the three and six months ended June 30, 2019 within other income (expense), net in the consolidated statements of income. No gain was recorded in the three and six months ended June 30, 2018. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 10. Convertible Notes 2019, 2021, and 2024 Notes In 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 Rule 144A under the Securities Act of 1933, as amended. The total net proceeds from this offering were approximately $1.14 billion, after deducting $12.3 million of debt issuance costs in connection with the 2024 Notes. In 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. 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, 2021 Notes, and 2024 Notes, collectively, the Notes, represent senior unsecured obligations of the Company. The interest rate is fixed at 0.25% per annum for the 2024 Notes and is payable semi-annually in arrears on June 15 and December 15 of each year, which commenced on December 15, 2018. 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. The Notes consisted of the following (in thousands): June 30, 2019 December 31, 2018 2019 Notes 2021 Notes 2024 Notes 2019 Notes 2021 Notes 2024 Notes Principal amounts: Principal $ 935,000 $ 954,000 $ 1,150,000 $ 935,000 $ 954,000 $ 1,150,000 Unamortized debt discount and issuance costs (1) (11,352 ) (107,843 ) (223,065 ) (37,672 ) (130,232 ) (242,846 ) Net carrying amount $ 923,648 $ 846,157 $ 926,935 $ 897,328 $ 823,768 $ 907,154 Carrying amount of the equity component (2) $ 222,826 $ 283,283 $ 254,981 $ 222,826 $ 283,283 $ 254,981 (1) (2) During the three months ended June 30, 2019 and 2018, the Company recognized $34.8 million and $25.4 million, respectively, of interest expense related to the amortization of debt discount and issuance costs prior to capitalization of interest, and $3.8 million and $3.1 million, respectively, of coupon interest expense. During the six months ended June 30, 2019 and 2018, the Company recognized $68.5 million and $48.0 million, respectively, of interest expense related to the amortization of debt discount and issuance costs prior to capitalization of interest, and $7.4 million and $6.0 million, respectively, of coupon interest expense. As of June 30, 2019, the remaining life of the 2019 Notes, 2021 Notes, and 2024 Notes is approximately 2 months, 26 months, and 59 months, respectively. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Note 11. Net Income per Share Basic net income per share is computed by dividing net income attributable to common stockholders by the weighted-average common shares outstanding during the period. The weighted-average common shares outstanding is adjusted for shares subject to repurchase such as unvested restricted stock granted to employees in connection with acquisitions, contingently returnable shares and escrowed shares supporting indemnification obligations that are issued in connection with acquisitions and unvested stock options exercised. Diluted net income per share is computed by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period, including potential dilutive common stock instruments. The following table presents the calculation of basic and diluted net income per share for periods presented (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Basic net income per share: Numerator Net income $ 1,119,560 $ 100,117 $ 1,310,364 $ 161,114 Denominator Weighted-average common shares outstanding 770,792 754,811 768,810 752,601 Weighted-average restricted stock subject to repurchase (2,037 ) (2,460 ) (2,152 ) (2,564 ) Weighted-average shares used to compute basic net income per share 768,755 752,351 766,658 750,037 Basic net income per share attributable to common stockholders $ 1.46 $ 0.13 $ 1.71 $ 0.21 Diluted net income per share: Numerator Net income $ 1,119,560 $ 100,117 $ 1,310,364 $ 161,114 Denominator Number of shares used in basic computation 768,755 752,351 766,658 750,037 Weighted-average effect of dilutive securities: RSUs 11,767 15,178 10,548 14,283 Stock options 2,577 2,717 2,530 2,736 Other 1,957 2,310 1,642 2,166 Weighted-average shares used to compute diluted net income per share 785,056 772,556 781,378 769,222 Diluted net income per share attributable to common stockholders $ 1.43 $ 0.13 $ 1.68 $ 0.21 The following numbers of potential common shares at the end of each period were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 RSUs 2,676 3,304 12,379 12,389 Warrants 44,454 44,454 44,454 44,454 Stock options 3 — 6 800 Shares subject to repurchase and others 3,549 844 3,582 907 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. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity | Note 12. Stockholders’ Equity Equity Incentive Plans The Company’s 2013 Equity Incentive Plan serves as the successor to the 2007 Equity Incentive Plan. The number of shares of the Company’s common stock available for issuance under the 2013 Equity Incentive Plan 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. Employee Stock Purchase Plan The number of shares available for sale under the ESPP were and will be increased on the first day of each fiscal year beginning with the 2014 fiscal year, in an amount equal to the least of (i) 11.3 million shares, (ii) 1% of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year or (iii) such other amount as determined by the Company’s Board of Directors. During the six months ended June 30, 2019, employees purchased an aggregate of 0.9 million shares under the ESPP at a weighted-average price of $27.96 per share. During the six months ended June 30, 2018, employees purchased an aggregate of 1.0 million shares under the ESPP at a weighted-average price of $16.51 per share. Restricted Common Stock The Company has granted restricted common stock to certain continuing employees in connection with certain of its acquisitions. Vesting of this stock is dependent on the respective employee’s continued employment at the Company during the requisite service period, which is generally up to four years from the issuance date, and the Company has the right to repurchase the unvested shares upon termination of employment. The fair value of the restricted common stock issued to employees is recorded as compensation expense on a straight-line basis over the requisite service period. During the six months ended June 30, 2019, the Company granted 0.3 million shares of restricted common stock with a weighted-average grant date fair value of $36.44 per share in connection with an acquisition. The Company had 1.8 million and 2.2 million shares of unvested restricted common stock as of June 30, 2019 and December 31, 2018, respectively. The Company’s restricted common stock activity was not material during the six months ended June 30, 2019. Stock Option Activity The Company had 3.5 million and 3.7 million shares of stock options outstanding as of June 30, 2019 and December 31, 2018, respectively. The Company’s stock option activity was not material during the six months ended June 30, 2019. Performance Restricted Stock Units Activity The Company grants restricted stock units to certain of its executive officers periodically that vest based on the Company’s attainment of the annual financial performance goals and the executives’ continued employment through the vesting date, approximately one year (PRSUs). These PRSUs are granted when the annual performance targets are set and the awards are approved by the Compensation Committee of the Board of Directors, generally in the first quarter of each financial year. The following table summarizes the activity related to the Company’s PRSUs for the six months ended June 30, 2019 (in thousands, except per share data): PRSUs Outstanding Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2018 390 $ 35.55 Granted (100% target level) 646 $ 31.52 Additional earned performance shares related to 2018 grants 362 $ 35.55 Vested (193% target level) (752 ) $ 35.55 Unvested and outstanding at June 30, 2019 646 $ 31.52 The total fair value of PRSUs vested during the six months ended June 30, 2019 was $23.2 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 six months ended June 30, 2019 (in thousands, except per share data): TSR RSUs Outstanding Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2018 420 $ 45.78 Granted (100% target level) 431 $ 30.60 Additional earned performance shares related to 2018 grants 30 $ 13.02 Vested (132% target level) (122 ) $ 13.02 Unvested and outstanding at June 30, 2019 759 $ 41.15 The total fair value of TSR RSUs vested during the six months ended June 30, 2019 was $3.7 million. In addition, there are 0.4 million additional PRSUs and TSR RSUs at the 100% target level that will vest based on performance goals and Total Shareholder Return (TSR) targets to be granted in 2020 at target levels from 0% to 200%. RSU Activity The following table summarizes the activity related to the Company’s RSUs, excluding PRSUs and TSR RSUs, for the six months ended June 30, 2019. 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, 2018 30,387 $ 24.97 Granted 11,760 $ 31.93 Vested (6,258 ) $ 24.51 Canceled (1,482 ) $ 24.44 Unvested and outstanding at June 30, 2019 34,407 $ 27.46 The total fair value of RSUs vested during the three months ended June 30 2019 and 2018 was $122.9 million and $95.2 million, respectively. The total fair value of RSUs vested during the six months ended June 30, 2019 and 2018 was $219.4 million and $212.1 million, respectively. Stock-Based Compensation Expense Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Cost of revenue $ 5,973 $ 3,338 $ 11,021 $ 8,137 Research and development 50,229 45,069 96,490 87,015 Sales and marketing 22,202 18,225 40,267 33,047 General and administrative 16,211 12,837 30,328 24,536 Total stock-based compensation expense $ 94,615 $ 79,469 $ 178,106 $ 152,735 The Company capitalized $9.9 million and $10.4 million of stock-based compensation expense associated with the cost for developing software for internal use in the three months ended June 30, 2019 and 2018, respectively, and $19.6 million and $22.8 million in the six months ended June 30, 2019 and 2018, respectively. As of June 30, 2019, there was $914.0 million of gross unamortized stock-based compensation expense related to unvested awards which is expected to be recognized over a weighted-average period of 2.9 years. The Company accounts for forfeitures as they occur. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes The Company’s tax provision or benefit from income taxes for interim periods is determined using an estimate of its annual effective tax rate, adjusted for discrete items, if any. Each quarter the Company updates its estimate of the annual effective tax rate and makes a year-to-date adjustment to the provision. The Company recorded a net income tax benefit of $1.03 billion and $1.13 billion for the three and six months ended June 30, 2019, respectively. The Company transferred certain intangible assets among its wholly-owned subsidiaries to align its structure to its evolving operations, which resulted in the establishment of deferred tax assets and the recognition of a deferred tax benefit from income taxes. For the three and six months ended June 30, 2019, the net income tax benefits from the intra-entity transfer of certain intangible assets were $1.08 billion and $1.21 billion, respectively, and were offset by income tax provisions of $50.7 million and $80.8 million, respectively. The Company recorded a benefit from income taxes of $34.3 million and $31.4 million for the three and six months ended June 30, 2018, respectively. The primary difference between the effective tax rate and the federal statutory tax rate relates to the deferred tax asset establishment, changes in uncertain tax positions, tax deductions for stock-based compensation, and foreign tax rate differences. During the three and six months ended June 30, 2019, the amount of gross unrecognized tax benefits increased by $41.1 million and $60.0 million, respectively. As of June 30, 2019, the Company has $392.4 million of unrecognized tax benefits, of which $325.4 million could result in a reduction of the Company’s effective tax rate, if recognized. The remainder of the unrecognized tax benefits would not affect the effective tax rate due to the full valuation allowance recorded for California and Massachusetts deferred tax assets. The Company is subject to taxation in the United States and various state and foreign jurisdictions. The material jurisdictions in which the Company is subject to potential examination by taxing authorities include the United States, California and Ireland. The Company is currently under examination in California for tax years 2014 through 2015. The Company believes that adequate amounts have been reserved in these jurisdictions. On June 7, 2019, the Ninth Circuit Court of Appeals issued a new opinion in the case of Altera Corp. v. Commissioner, which upheld Department of Treasury regulations which require related parties in an intercompany cost-sharing arrangement to share expenses related to stock-based compensation. The Company has evaluated the court’s ruling and has recorded an increase in the tax provision of $80.0 million in the three months ended June 30, 2019 related to changes in uncertain tax positions and deferred tax assets related to the intra-entity transfer of an intangible asset in the three months ended March 31, 2019. On July 22, 2019, Altera Corp. filed a petition for a rehearing before the full Ninth Circuit. The Company will continue to monitor future developments in this case to determine if there will be further impacts to its consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies Credit Facility The Company has a revolving credit agreement with certain lenders, which provides for a $500.0 million unsecured revolving credit facility maturing on August 7, 2023. The Company is obligated to pay interest on loans under the credit facility and other customary fees for a credit facility of this size and type, including an upfront fee and an unused commitment fee. The interest rate for the credit facility is determined based on calculations using certain market rates as set forth in the credit agreement. As of June 30, 2019, no amounts had been drawn under the credit facility. Contractual Obligations Our principal commitments consist of obligations under the Notes (including principal and coupon interest), operating and finance leases for equipment, office space and co-located data center facilities, as well as non-cancellable contractual commitments. The following table summarizes our commitments to settle contractual obligations in cash as of June 30, 2019: Payments Due by Year Remainder of Total 2019 2020-2021 2022-2023 Thereafter (In thousands) 2019 Notes $ 936,178 $ 936,178 $ — $ — $ — 2021 Notes 977,915 4,809 973,106 — — 2024 Notes 1,164,352 1,438 5,742 5,734 1,151,438 Operating lease obligations (1) 882,366 73,086 300,356 184,724 324,200 Finance lease obligations 54,290 29,876 24,414 — — Other contractual commitments (2) 435,222 57,302 215,272 151,103 11,545 Total contractual obligations $ 4,450,323 $ 1,102,689 $ 1,518,890 $ 341,561 $ 1,487,183 (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 former officers alleging that false and misleading statements, made in 2015, are in violation of securities laws and breached fiduciary duty. The putative class actions were consolidated in the U.S. District Court for the Northern District of California. On October 16, 2017, the court granted in part and denied in part the Company’s motion to dismiss. On July 17, 2018, the court granted plaintiffs' motion for class certification in the consolidated securities action. 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 June 30, 2019, 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 three and six months ended June 30, 2019 and 2018 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 June 30, 2019 and December 31, 2018. |
Geographical Information
Geographical Information | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Geographical Information | Note 1 5 . Geographical Information Revenue See Note 2 – Revenue for further details. Property and Equipment, net The following table sets forth property and equipment, net by geographic area (in thousands): June 30, December 31, 2019 2018 Property and equipment, net: United States $ 951,650 $ 853,731 International 30,863 31,347 Total property and equipment, net $ 982,513 $ 885,078 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16. Related Party Transactions The Company has a partnership agreement for no consideration with Square, Inc., for which Jack Dorsey (the Company’s Chief Executive Officer) serves as Chief Executive Officer, to enable U.S. political donations through Tweets. Neither Square, Inc. nor the Company will pay each other any amounts in connection with the agreement. The agreement has no impact on the Company’s financial statements. Certain of the Company’s directors have affiliations with customers of the Company. The Company recognized revenue under contractual obligations from such customers of $5.5 million and $6.8 million for the three months ended June 30, 2019 and 2018, respectively, and $11.0 million and $13.7 million for the six months ended June 30, 2019 and 2018, respectively. The Company had outstanding receivable balances of $3.8 million from such customers as of June 30, 2019 and December 31, 2018. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (GAAP). The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in management’s opinion, all adjustments of a normal, recurring nature that are necessary for the fair statement of the Company’s financial position, results of operations and cash flows for the interim periods, but are not necessarily indicative of the results expected for the full fiscal year or any other period. The accompanying interim consolidated financial statements and these related notes should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. |
Prior Period Reclassifications | Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently adopted accounting pronouncements In February 2016, the Financial Accounting Standards Board (“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 consolidated balance sheets. 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. The FASB has subsequently issued additional updates that allow entities to apply certain practical expedients upon transition to this new guidance. The Company adopted this guidance as of January 1, 2019 and elected to apply practical expedients permitted under the transition guidance that allow the Company to use the beginning of the period of adoption (January 1, 2019) as the date of initial application, to not separate non-lease components from lease components for lessee and lessor transactions, and to not reassess lease classification, treatment of initial direct costs, or whether an existing or expired contract contains a lease. Prior period financial statements were not recast under the new guidance. The adoption of the new lease standard resulted in the recognition of operating lease ROU assets of $737.7 million recorded in operating lease right-of-use assets and lease liabilities of $777.1 million recorded in operating lease liabilities, short-term and operating lease liabilities, long-term on the consolidated balance sheets as of January 1, 2019. In connection with the adoption of this standard, deferred rent of $53.0 million, which was previously recorded in accrued and other current liabilities and in other long-term liabilities on the consolidated balance sheets, was derecognized. Additionally, prepaid rents of $13.6 million which were previously recorded in prepaid expenses and other current assets on the consolidated balance sheets were reclassified upon adoption as a reduction to operating lease liabilities, short-term. 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. Prior to this guidance, entities generally amortized the premium as a yield adjustment over the contractual life of the security. The Company adopted this new accounting standard as of January 1, 2019 and the adoption did not have a material impact on the Company’s financial statements. 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 deficit). The new guidance also requires entities to make additional disclosures, regardless of whether reclassification of tax effects is elected. The Company adopted this new accounting standard during the three months ended March 31, 2019 and did not elect the option to reclassify tax effects as a result of tax reform and as such, adoption did not have a material impact on the Company’s financial statements and related disclosures. With the exception of the standards discussed above, there have been no other recent accounting pronouncements or changes in accounting pronouncements during the six months ended June 30, 2019, as compared to the recent accounting pronouncements described in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, that are of significance or potential significance to the Company. |
Revenue Recognition | Revenue Recognition Revenue is recognized when the control of promised goods or services is transferred to customers at an amount that reflects the consideration to which the Company expects to be entitled to in exchange for those goods or services. The Company identifies its contracts with customers and all performance obligations within those contracts. The Company then determines the transaction price and allocates the transaction price to the performance obligations within the Company's contracts with customers, recognizing revenue when, or as, the Company satisfies its performance obligations. While the majority of the Company's revenue transactions are based on standard business terms and conditions, the Company also enters into sales agreements with advertisers and data partners that sometimes involve multiple performance obligations and occasionally include non-standard terms or conditions. |
Fair Value Measurements | Fair Value Measurements The Company measures its cash equivalents, short-term investments and derivative financial instruments at fair value. The Company classifies its cash equivalents, short-term investments and derivative financial instruments within Level 1 or Level 2 because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The fair value of the Company’s Level 1 financial assets is based on quoted market prices of the identical underlying security. The fair value of the Company’s Level 2 financial assets is based on inputs that are directly or indirectly observable in the market, including the readily-available pricing sources for the identical underlying security that may not be actively traded. |
Operating and Finance Lease Policy | Operating and Finance Lease Policy The Company has operating leases primarily for office space and data center facilities. The determination of whether an arrangement contains a lease is made at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. Operating leases are included in operating lease right-of-use assets, operating lease liabilities, short-term, and operating lease liabilities, long-term on the Company’s consolidated balance sheets. With the exception of initial adoption of the new lease standard, where the Company’s incremental borrowing rate used was the rate on the adoption date (January 1, 2019), operating lease ROU assets and operating lease liabilities are recognized based on the present value of lease payments over the lease term at the lease commencement date. To determine the incremental borrowing rate used to calculate the present value of future lease payments, the Company uses information including the Company’s credit rating, interest rates of similar debt instruments of entities with comparable credit ratings, and Twitter, Inc.’s guarantee of certain leases in foreign jurisdictions, as applicable. Certain lease agreements contain an option for the Company to renew a lease for a term of up to seven years or an option to terminate a lease early within one year. The Company considers these options, which may be elected at the Company’s sole discretion, in determining the lease term on a lease-by-lease basis. Leases with an initial term of twelve months or less are not recognized on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. The Company also has server and networking equipment lease arrangements with original lease terms ranging from three to four years. The Company’s server and networking equipment leases typically are accounted for as finance leases as they meet one or more of the five finance lease classification criteria. Assets acquired under finance leases are included in property and equipment, net, finance lease liabilities, short-term, and finance lease liabilities, long-term in the Company’s consolidated balance sheets and are depreciated to operating expenses on a straight-line basis over their estimated useful lives. The Company’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. Certain of the Company’s leases contain free or escalating rent payment terms. Additionally, certain lease agreements contain lease components (for example, fixed payments such as rent) and non-lease components such as common-area maintenance costs. For each asset class of the Company’s leases—real estate offices, data centers, and equipment—the Company has elected to account for both of these provisions as a single lease component. For arrangements accounted for as a single lease component, there may be variability in future lease payments as the amount of the non-lease components is typically revised from one period to the next. These variable lease payments, which are primarily comprised of common-area maintenance, utilities, and real estate taxes that are passed on from the lessor in proportion to the space leased by the Company, are recognized in operating expenses in the period in which the obligation for those payments was incurred. The Company recognizes lease expense for its operating leases in operating expenses on a straight-line basis over the term of the lease. The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. Certain of these subleases contain both lease and non-lease components. The Company has elected to account for both of these provisions as a single lease component. Sublease rent income is recognized as an offset to operating expense on a straight-line basis over the lease term. In addition to sublease rent, variable non-lease costs such as common-area maintenance, utilities, and real estate taxes are charged to subtenants over the duration of the lease for their proportionate share of these costs. These variable non-lease income receipts are recognized in operating expenses as a reduction to costs incurred by the Company in relation to the head lease. |
Investments in Privately-Held Companies | Investments in Privately-Held Companies |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenue by Services and Revenue by Geographic Area | Revenue by geography is based on the billing address of the customers. The following table sets forth revenue by services and revenue by geographic area (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenue by services: Advertising services $ 727,123 $ 601,060 $ 1,406,589 $ 1,176,216 Data licensing and other 114,258 109,481 221,682 199,196 Total revenue $ 841,381 $ 710,541 $ 1,628,271 $ 1,375,412 Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Revenue by geographic area: United States $ 455,201 $ 366,657 $ 887,557 $ 713,227 Japan 133,171 122,219 268,742 239,045 Rest of World 253,009 221,665 471,972 423,140 Total revenue $ 841,381 $ 710,541 $ 1,628,271 $ 1,375,412 |
Summary of Contract Balances | The following table presents contract balances (in thousands): June 30, December 31, 2019 2018 Unbilled Revenue $ 21,009 $ 20,786 Deferred Revenue $ 75,043 $ 38,949 |
Summary of Revenue Expected to Recognize on Remaining Performance Obligations Over the Time Periods | The Company expects to recognize this amount as revenue over the following time periods (in thousands): Remaining Performance Obligations Remainder of 2021 and Total 2019 2020 Thereafter Revenue expected to be recognized on remaining performance obligations $ 587,210 $ 125,476 $ 206,123 $ 255,611 |
Cash, Cash Equivalents and Sh_2
Cash, Cash Equivalents and Short-term Investments (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash and Equivalents and Short-term Investments | Cash, cash equivalents and short-term investments consist of the following (in thousands): June 30, December 31, 2019 2018 Cash and cash equivalents: Cash $ 218,525 $ 229,924 Money market funds 752,160 861,206 Corporate notes, commercial paper and certificates of deposit 1,212,426 803,314 Total cash and cash equivalents $ 2,183,111 $ 1,894,444 Short-term investments: U.S. government and agency securities including treasury bills $ 816,813 $ 1,053,408 Corporate notes, commercial paper and certificates of deposit 3,686,614 3,261,549 Total short-term investments $ 4,503,427 $ 4,314,957 |
Contractual Maturities of Securities Classified as Available-for-Sale | The contractual maturities of securities classified as available-for-sale as of June 30, 2019 were as follows (in thousands): June 30, 2019 Due within one year $ 2,650,741 Due after one year through five years 1,852,686 Total $ 4,503,427 |
Summary of Unrealized Gains and Losses Related to Available-for-Sale Securities Classified as Short-term Investments | The following tables summarize unrealized gains and losses related to available-for-sale securities classified as short-term investments on the Company’s consolidated balance sheets (in thousands): June 30, 2019 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 815,128 $ 1,740 $ (55 ) $ 816,813 Corporate notes, commercial paper and certificates of deposit 3,674,393 12,555 (334 ) 3,686,614 Total available-for-sale securities classified as short-term investments $ 4,489,521 $ 14,295 $ (389 ) $ 4,503,427 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 based on the three-tier fair value hierarchy (in thousands): June 30, 2019 Level 1 Level 2 Total Assets Cash equivalents: Money market funds $ 752,160 $ — $ 752,160 Commercial paper — 1,212,426 1,212,426 Short-term investments: U.S. government and agency securities — 816,813 816,813 Corporate notes — 2,339,106 2,339,106 Commercial paper — 838,578 838,578 Certificates of deposit — 508,930 508,930 Other current assets: Foreign currency contracts — 4,273 4,273 Total $ 752,160 $ 5,720,126 $ 6,472,286 Liabilities Other current liabilities: Foreign currency contracts — 2,024 2,024 Total $ — $ 2,024 $ 2,024 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 |
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): June 30, December 31, Balance Sheet Location 2019 2018 Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 4,273 $ 1,343 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities $ 2,024 $ 3,826 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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): June 30, December 31, 2019 2018 Property and equipment, net Equipment $ 1,377,891 $ 1,185,270 Furniture and leasehold improvements 337,272 328,532 Capitalized software 614,433 554,962 Construction in progress 107,230 96,488 Total 2,436,826 2,165,252 Less: Accumulated depreciation and amortization (1,454,313 ) (1,280,174 ) Property and equipment, net $ 982,513 $ 885,078 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Leases [Abstract] | |
Components of Lease Cost | The components of lease cost for the three and six months ended June 30, 2019 were as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2019 2019 Operating lease cost $ 41,783 $ 83,795 Finance lease cost Depreciation expense 17,584 36,850 Interest on lease liabilities 603 1,381 Total finance lease cost 18,187 38,231 Short-term lease cost 733 1,419 Variable lease cost 11,983 22,821 Sublease income (6,091 ) (12,125 ) Total lease cost $ 66,595 $ 134,141 |
Summary of Other Information Related to Leases | Other information related to leases was as follows (in thousands): Six Months Ended June 30, 2019 Supplemental Cash Flows Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases 78,191 Operating cash flows from finance leases 1,381 Financing cash flows from finance leases 37,933 Right-of-use assets obtained in exchange for lease obligations: Operating leases 26,760 Finance leases — June 30, 2019 Lease Term and Discount Rate Weighted-average remaining lease term (years): Operating leases 7.0 Finance leases 1.0 Weighted-average discount rate: Operating leases 4.5 % Finance leases 3.7 % |
Summary of Future Lease Payments under Leases and Sublease Income | Future lease payments under leases and sublease income as of June 30, 2019 were as follows (in thousands): Operating Finance Sublease Leases Leases Total Income Years Ending December 31, Remainder of 2019 $ 73,086 $ 29,876 $ 102,962 $ (11,851 ) 2020 170,727 23,845 194,572 (15,141 ) 2021 129,629 569 130,198 (11,759 ) 2022 106,720 — 106,720 (1,318 ) 2023 78,004 — 78,004 — Thereafter 324,200 — 324,200 — Total future lease payments 882,366 54,290 936,656 $ (40,069 ) Less: leases not yet commenced (5,773 ) — (5,773 ) Less: imputed interest (132,461 ) (1,121 ) (133,582 ) Total lease liabilities $ 744,132 $ 53,169 $ 797,301 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, short-term $ 129,919 $ — $ 129,919 Operating lease liabilities, long-term 614,213 — 614,213 Finance lease liabilities, short-term — 45,593 45,593 Finance lease liabilities, long-term — 7,576 7,576 Total lease liabilities $ 744,132 $ 53,169 $ 797,301 Future lease payments under leases and sublease income as of December 31, 2018 were as follows (in thousands): Operating Sublease Finance 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 finance lease obligation 92,440 Less: Short-term portion 68,046 Long-term portion $ 24,394 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2018 $ 1,227,269 Acquisition 19,092 Other 522 Balance as of June 30, 2019 $ 1,246,883 |
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 June 30, 2019: Patents and developed technologies $ 107,611 $ (56,889 ) $ 50,722 Advertiser relationships 9,300 (9,300 ) — Total $ 116,911 $ (66,189 ) $ 50,722 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 |
Schedule of Estimated Future Amortization Expenses | Estimated future amortization expense as of June 30, 2019 is as follows (in thousands): Remainder of 2019 $ 7,613 2020 12,664 2021 9,801 2022 5,921 2023 5,214 Thereafter 9,509 Total $ 50,722 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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): June 30, December 31, 2019 2018 Accrued compensation $ 122,720 $ 155,830 Accrued tax liabilities 37,067 39,729 Accrued publisher, content and ad network costs 39,607 33,014 Deferred revenue 72,946 38,949 Accrued other 155,956 138,229 Total $ 428,296 $ 405,751 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Components of Notes | The Notes consisted of the following (in thousands): June 30, 2019 December 31, 2018 2019 Notes 2021 Notes 2024 Notes 2019 Notes 2021 Notes 2024 Notes Principal amounts: Principal $ 935,000 $ 954,000 $ 1,150,000 $ 935,000 $ 954,000 $ 1,150,000 Unamortized debt discount and issuance costs (1) (11,352 ) (107,843 ) (223,065 ) (37,672 ) (130,232 ) (242,846 ) Net carrying amount $ 923,648 $ 846,157 $ 926,935 $ 897,328 $ 823,768 $ 907,154 Carrying amount of the equity component (2) $ 222,826 $ 283,283 $ 254,981 $ 222,826 $ 283,283 $ 254,981 (1) (2) |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income Per Share | The following table presents the calculation of basic and diluted net income per share for periods presented (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Basic net income per share: Numerator Net income $ 1,119,560 $ 100,117 $ 1,310,364 $ 161,114 Denominator Weighted-average common shares outstanding 770,792 754,811 768,810 752,601 Weighted-average restricted stock subject to repurchase (2,037 ) (2,460 ) (2,152 ) (2,564 ) Weighted-average shares used to compute basic net income per share 768,755 752,351 766,658 750,037 Basic net income per share attributable to common stockholders $ 1.46 $ 0.13 $ 1.71 $ 0.21 Diluted net income per share: Numerator Net income $ 1,119,560 $ 100,117 $ 1,310,364 $ 161,114 Denominator Number of shares used in basic computation 768,755 752,351 766,658 750,037 Weighted-average effect of dilutive securities: RSUs 11,767 15,178 10,548 14,283 Stock options 2,577 2,717 2,530 2,736 Other 1,957 2,310 1,642 2,166 Weighted-average shares used to compute diluted net income per share 785,056 772,556 781,378 769,222 Diluted net income per share attributable to common stockholders $ 1.43 $ 0.13 $ 1.68 $ 0.21 |
Summary of Potential Common Shares Excluded from Calculation of Diluted Net Income Per Share Attributable to Common Stockholders | The following numbers of potential common shares at the end of each period were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 RSUs 2,676 3,304 12,379 12,389 Warrants 44,454 44,454 44,454 44,454 Stock options 3 — 6 800 Shares subject to repurchase and others 3,549 844 3,582 907 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Compensation Expense Allocated | Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2019 2018 2019 2018 Cost of revenue $ 5,973 $ 3,338 $ 11,021 $ 8,137 Research and development 50,229 45,069 96,490 87,015 Sales and marketing 22,202 18,225 40,267 33,047 General and administrative 16,211 12,837 30,328 24,536 Total stock-based compensation expense $ 94,615 $ 79,469 $ 178,106 $ 152,735 |
PRSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of RSU Activity | The following table summarizes the activity related to the Company’s PRSUs for the six months ended June 30, 2019 (in thousands, except per share data): PRSUs Outstanding Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2018 390 $ 35.55 Granted (100% target level) 646 $ 31.52 Additional earned performance shares related to 2018 grants 362 $ 35.55 Vested (193% target level) (752 ) $ 35.55 Unvested and outstanding at June 30, 2019 646 $ 31.52 |
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 six months ended June 30, 2019 (in thousands, except per share data): TSR RSUs Outstanding Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2018 420 $ 45.78 Granted (100% target level) 431 $ 30.60 Additional earned performance shares related to 2018 grants 30 $ 13.02 Vested (132% target level) (122 ) $ 13.02 Unvested and outstanding at June 30, 2019 759 $ 41.15 |
RSUs | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of RSU Activity | The following table summarizes the activity related to the Company’s RSUs, excluding PRSUs and TSR RSUs, for the six months ended June 30, 2019. 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, 2018 30,387 $ 24.97 Granted 11,760 $ 31.93 Vested (6,258 ) $ 24.51 Canceled (1,482 ) $ 24.44 Unvested and outstanding at June 30, 2019 34,407 $ 27.46 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Commitments to Settle Contractual Obligations in Cash | The following table summarizes our commitments to settle contractual obligations in cash as of June 30, 2019: Payments Due by Year Remainder of Total 2019 2020-2021 2022-2023 Thereafter (In thousands) 2019 Notes $ 936,178 $ 936,178 $ — $ — $ — 2021 Notes 977,915 4,809 973,106 — — 2024 Notes 1,164,352 1,438 5,742 5,734 1,151,438 Operating lease obligations (1) 882,366 73,086 300,356 184,724 324,200 Finance lease obligations 54,290 29,876 24,414 — — Other contractual commitments (2) 435,222 57,302 215,272 151,103 11,545 Total contractual obligations $ 4,450,323 $ 1,102,689 $ 1,518,890 $ 341,561 $ 1,487,183 (1) (2) |
Geographical Information (Table
Geographical Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Segment Reporting [Abstract] | |
Property and Equipment Net by Geographic Area | The following table sets forth property and equipment, net by geographic area (in thousands): June 30, December 31, 2019 2018 Property and equipment, net: United States $ 951,650 $ 853,731 International 30,863 31,347 Total property and equipment, net $ 982,513 $ 885,078 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Operating lease right-of-use assets | $ 694,855 | |
Operating lease liabilities | $ 744,132 | |
Accounting Standards Update 2016-02 | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Operating lease right-of-use assets | $ 737,700 | |
Operating lease liabilities | 777,100 | |
Accounting Standards Update 2016-02 | Difference Between Lease Guidance in Effect Before and After Topic 842 | ||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||
Deferred rent | (53,000) | |
Prepaid rents | $ (13,600) |
Revenue - Revenue by Services a
Revenue - Revenue by Services and Revenue by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue: | ||||
Revenue | $ 841,381 | $ 710,541 | $ 1,628,271 | $ 1,375,412 |
United States | ||||
Revenue: | ||||
Revenue | 455,201 | 366,657 | 887,557 | 713,227 |
Japan | ||||
Revenue: | ||||
Revenue | 133,171 | 122,219 | 268,742 | 239,045 |
Rest of World | ||||
Revenue: | ||||
Revenue | 253,009 | 221,665 | 471,972 | 423,140 |
Advertising Services | ||||
Revenue: | ||||
Revenue | 727,123 | 601,060 | 1,406,589 | 1,176,216 |
Data Licensing And Other | ||||
Revenue: | ||||
Revenue | $ 114,258 | $ 109,481 | $ 221,682 | $ 199,196 |
Revenue - Summary of Contract B
Revenue - Summary of Contract Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Revenues [Abstract] | ||
Unbilled Revenue | $ 21,009 | $ 20,786 |
Deferred Revenue | $ 75,043 | $ 38,949 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Revenue From Contract With Customer [Abstract] | ||
Deferred revenue, revenue recognized | $ 19,500 | $ 38,900 |
Aggregate amount of transaction price allocated to remaining performance obligations | $ 587,210 | $ 587,210 |
Revenue - Summary of Revenue Ex
Revenue - Summary of Revenue Expected to Recognize on Remaining Performance Obligations Over the Time Periods (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 587,210 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-07-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Revenue expected to be recognized on remaining performance obligations | $ 125,476 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 6 months |
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 | $ 206,123 |
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 | $ 255,611 |
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 | Jun. 30, 2019USD ($) |
Revenue Performance Obligation [Abstract] | |
Revenue expected to be recognized on remaining performance obligations | $ 587,210 |
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 | Jun. 30, 2019 | Dec. 31, 2018 | Jun. 30, 2018 |
Cash and cash equivalents: | |||
Cash | $ 218,525 | $ 229,924 | |
Cash and cash equivalents | 2,183,111 | 1,894,444 | $ 2,544,641 |
Short-term investments: | |||
Short-term investments | 4,503,427 | 4,314,957 | |
Money Market Funds | |||
Cash and cash equivalents: | |||
Cash and cash equivalents | 752,160 | 861,206 | |
Corporate Notes, Commercial Paper and Certificates of Deposit | |||
Cash and cash equivalents: | |||
Cash and cash equivalents | 1,212,426 | 803,314 | |
Short-term investments: | |||
Short-term investments | 3,686,614 | 3,261,549 | |
U.S. Government and Agency Securities Including Treasury Bills | |||
Short-term investments: | |||
Short-term investments | $ 816,813 | $ 1,053,408 |
Cash, Cash Equivalents and Sh_4
Cash, Cash Equivalents and Short-term Investments - Contractual Maturities of Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Cash And Cash Equivalents And Marketable Securities [Abstract] | ||
Due within one year | $ 2,650,741 | |
Due after one year through five years | 1,852,686 | |
Total | $ 4,503,427 | $ 4,314,957 |
Cash, Cash Equivalents and Sh_5
Cash, Cash Equivalents and Short-term Investments - Summary of Unrealized Gains and Losses Related to Available-for-Sale Securities Classified as Short-term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | $ 4,489,521 | $ 4,319,000 |
Gross Unrealized Gains | 14,295 | 754 |
Gross Unrealized Losses | (389) | (4,797) |
Aggregated Estimated Fair Value | 4,503,427 | 4,314,957 |
U.S. Government and Agency Securities Including Treasury Bills | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | 815,128 | 1,053,988 |
Gross Unrealized Gains | 1,740 | 41 |
Gross Unrealized Losses | (55) | (621) |
Aggregated Estimated Fair Value | 816,813 | 1,053,408 |
Corporate Notes, Commercial Paper and Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | 3,674,393 | 3,265,012 |
Gross Unrealized Gains | 12,555 | 713 |
Gross Unrealized Losses | (334) | (4,176) |
Aggregated Estimated Fair Value | $ 3,686,614 | $ 3,261,549 |
Cash, Cash Equivalents and Sh_6
Cash, Cash Equivalents and Short-term Investments - Additional Information (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
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 | Jun. 30, 2019 | Dec. 31, 2018 |
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | $ 4,503,427 | $ 4,314,957 |
Other current assets | 4,273 | 1,343 |
Other current liabilities | 2,024 | 3,826 |
Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 6,472,286 | 5,980,820 |
Total | 2,024 | 3,826 |
Fair Value, Measurements, Recurring | Money Market Funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 752,160 | 861,206 |
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 | 816,813 | 759,280 |
Fair Value, Measurements, Recurring | Corporate Notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 24,537 | |
Short-term investments | 2,339,106 | 1,713,835 |
Fair Value, Measurements, Recurring | Commercial Paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 1,212,426 | 778,777 |
Short-term investments | 838,578 | 733,999 |
Fair Value, Measurements, Recurring | Certificates of Deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 508,930 | 813,715 |
Fair Value, Measurements, Recurring | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 4,273 | 1,343 |
Other current liabilities | 2,024 | 3,826 |
Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 752,160 | 861,206 |
Level 1 | Fair Value, Measurements, Recurring | Money Market Funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 752,160 | 861,206 |
Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 5,720,126 | 5,119,614 |
Total | 2,024 | 3,826 |
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 | 816,813 | 759,280 |
Level 2 | Fair Value, Measurements, Recurring | Corporate Notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 24,537 | |
Short-term investments | 2,339,106 | 1,713,835 |
Level 2 | Fair Value, Measurements, Recurring | Commercial Paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 1,212,426 | 778,777 |
Short-term investments | 838,578 | 733,999 |
Level 2 | Fair Value, Measurements, Recurring | Certificates of Deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 508,930 | 813,715 |
Level 2 | Fair Value, Measurements, Recurring | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 4,273 | 1,343 |
Other current liabilities | $ 2,024 | $ 3,826 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Notional principal of foreign currency contracts outstanding | $ 549,400 | $ 549,400 | $ 545,300 | |||
Net gain (losses) on foreign currency contracts | (4,300) | $ 3,800 | (4,900) | $ 6,600 | ||
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 | $ 1,150,000 | |||
Debt Instrument, percentage | 0.25% | 0.25% | 0.25% | |||
Debt Instrument, due date | 2024 | |||||
Convertible Notes | Senior Notes Due 2019 | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Debt instrument, principal amount | $ 935,000 | $ 935,000 | $ 935,000 | $ 935,000 | ||
Debt Instrument, percentage | 0.25% | 0.25% | 0.25% | |||
Debt Instrument, due date | 2019 | |||||
Convertible Notes | Senior Notes Due 2021 | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Debt instrument, principal amount | $ 954,000 | $ 954,000 | $ 954,000 | $ 954,000 | ||
Debt Instrument, percentage | 1.00% | 1.00% | 1.00% | |||
Debt Instrument, due date | 2021 | |||||
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 | $ 1,160,000 | $ 1,160,000 | ||||
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 | 929,100 | 929,100 | ||||
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 | $ 914,000 | $ 914,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Fair Values of Outstanding Derivative Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets | ||
Foreign currency contracts not designated as hedging instruments | $ 4,273 | $ 1,343 |
Liabilities | ||
Foreign currency contracts not designated as hedging instruments | $ 2,024 | $ 3,826 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Property and equipment, net | ||
Property and equipment, gross | $ 2,436,826 | $ 2,165,252 |
Less: Accumulated depreciation and amortization | (1,454,313) | (1,280,174) |
Property and equipment, net | 982,513 | 885,078 |
Equipment | ||
Property and equipment, net | ||
Property and equipment, gross | 1,377,891 | 1,185,270 |
Furniture and Leasehold Improvements | ||
Property and equipment, net | ||
Property and equipment, gross | 337,272 | 328,532 |
Capitalized Software | ||
Property and equipment, net | ||
Property and equipment, gross | 614,433 | 554,962 |
Construction in Progress | ||
Property and equipment, net | ||
Property and equipment, gross | $ 107,230 | $ 96,488 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Leases [Line Items] | |
Lessee operating lease option to terminate | one year |
Assets recorded under finance leases | $ 196.3 |
Accumulated depreciation associated with finance leases | $ 146.9 |
Maximum | |
Leases [Line Items] | |
Lessee operating lease renewal term | 7 years |
Remaining lease term | 11 years |
Maximum | Server and Networking Equipment Lease | |
Leases [Line Items] | |
Finance lease term | 4 years |
Minimum [Member] | |
Leases [Line Items] | |
Remaining lease term | 1 year |
Minimum [Member] | Server and Networking Equipment Lease | |
Leases [Line Items] | |
Finance lease term | 3 years |
Leases - Components of Lease Co
Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | |
Lease Cost [Abstract] | ||
Operating lease cost | $ 41,783 | $ 83,795 |
Finance lease cost | ||
Depreciation expense | 17,584 | 36,850 |
Interest on lease liabilities | 603 | 1,381 |
Total finance lease cost | 18,187 | 38,231 |
Short-term lease cost | 733 | 1,419 |
Variable lease cost | 11,983 | 22,821 |
Sublease income | (6,091) | (12,125) |
Total lease cost | $ 66,595 | $ 134,141 |
Leases - Summary of Other Infor
Leases - Summary of Other Information Related to Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 78,191 | |
Operating cash flows from finance leases | 1,381 | |
Financing cash flows from finance leases | 37,933 | $ 47,282 |
Right-of-use assets obtained in exchange for lease obligations: | ||
Operating leases | $ 26,760 | |
Weighted-average remaining lease term (years): | ||
Operating leases | 7 years | |
Finance leases | 1 year | |
Weighted-average discount rate: | ||
Operating leases | 4.50% | |
Finance leases | 3.70% |
Leases - Summary of Future Leas
Leases - Summary of Future Lease Payments under Leases and Sublease Income (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Years Ending December 31, | ||
Operating Leases, Remainder of 2019 | $ 73,086 | |
Operating Leases, 2020 | 170,727 | |
Operating Leases, 2021 | 129,629 | |
Opearting Leases, 2022 | 106,720 | |
Operating Leases, 2023 | 78,004 | |
Opearting Leases, Thereafter | 324,200 | |
Opearting Leases, Total future lease payments | 882,366 | |
Opearting Leases, Less: leases not yet commenced | (5,773) | |
Opearing Leases, Less: imputed interest | (132,461) | |
Lease liabilities | 744,132 | |
Years Ending December 31, | ||
Finance Leases, Remainder of 2019 | 29,876 | |
Finance Leases, 2020 | 23,845 | |
Finance Leases, 2021 | 569 | |
Finance Leases, Total future lease payments | 54,290 | |
Finance Leases, Less: imputed interest | (1,121) | |
Finance Leases, Total lease liabilities | 53,169 | |
Years Ending December 31, | ||
Remainder of 2019 | 102,962 | |
2020 | 194,572 | |
2021 | 130,198 | |
2022 | 106,720 | |
2023 | 78,004 | |
Thereafter | 324,200 | |
Total future lease payments | 936,656 | |
Less: leases not yet commenced | (5,773) | |
Less: imputed interest | (133,582) | |
Total lease liabilities | 797,301 | |
Years Ending December 31, | ||
Sublease Income, Remainder of 2019 | (11,851) | |
Sublease Income, 2020 | (15,141) | |
Sublease Income, 2021 | (11,759) | |
Sublease Income, 2022 | (1,318) | |
Sublease Income, Total future lease payments | (40,069) | $ (52,537) |
Reconciliation of lease liabilities as shown in the consolidated balance sheets | ||
Operating lease liabilities, short-term | 129,919 | |
Operating lease liabilities, long-term | 614,213 | |
Operating lease liabilities | 744,132 | |
Finance lease liabilities, short-term | 45,593 | 68,046 |
Finance lease liabilities, long-term | 7,576 | 24,394 |
Finance lease liabilities | 53,169 | |
Total lease liabilities | 797,301 | |
Operating Leases Future Minimum Payments Due [Abstract] | ||
2019 | 161,932 | |
2020 | 151,751 | |
2021 | 110,853 | |
2022 | 89,398 | |
2023 | 62,137 | |
Thereafter | 263,441 | |
Total | 839,512 | |
Operating Leases Future Minimum Sublease Income [Abstract] | ||
2019 | (24,312) | |
2020 | (15,144) | |
2021 | (11,762) | |
2022 | (1,319) | |
2023 | 0 | |
Thereafter | 0 | |
Sublease Income, Total future lease payments | $ (40,069) | (52,537) |
Capital Leases Future Minimum Payments Due [Abstract] | ||
2019 | 70,506 | |
2020 | 23,845 | |
2021 | 569 | |
2022 | 0 | |
2023 | 0 | |
Thereafter | 0 | |
Total | 94,920 | |
Less: Amounts representing interest | 2,480 | |
Total finance lease obligation | 92,440 | |
Less: Short-term portion | 68,046 | |
Long-term portion | $ 24,394 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill Activities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Goodwill | |
Beginning balance | $ 1,227,269 |
Acquisition | 19,092 |
Other | 522 |
Ending balance | $ 1,246,883 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Impairment charges on goodwill | $ 0 | $ 0 | |||
Amortization of intangible assets | $ 3,900,000 | $ 4,900,000 | $ 8,700,000 | $ 9,800,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 116,911 | $ 102,511 |
Accumulated Amortization | (66,189) | (57,486) |
Net Carrying Value | 50,722 | 45,025 |
Patents and Developed Technologies | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 107,611 | 93,211 |
Accumulated Amortization | (56,889) | (48,806) |
Net Carrying Value | 50,722 | 44,405 |
Advertiser Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 9,300 | |
Accumulated Amortization | $ (9,300) | |
Publisher and Advertiser Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 9,300 | |
Accumulated Amortization | (8,680) | |
Net Carrying Value | $ 620 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2019 | $ 7,613 | |
2020 | 12,664 | |
2021 | 9,801 | |
2022 | 5,921 | |
2023 | 5,214 | |
Thereafter | 9,509 | |
Net Carrying Value | $ 50,722 | $ 45,025 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Payables And Accruals [Abstract] | ||
Accrued compensation | $ 122,720 | $ 155,830 |
Accrued tax liabilities | 37,067 | 39,729 |
Accrued publisher, content and ad network costs | 39,607 | 33,014 |
Deferred revenue | 72,946 | 38,949 |
Accrued other | 155,956 | 138,229 |
Total | $ 428,296 | $ 405,751 |
Acquisitions and Other Invest_2
Acquisitions and Other Investments - 2019 Acquisitions - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2019USD ($) | Jun. 30, 2019USD ($) | |
Business Acquisition [Line Items] | ||
Goodwill acquired | $ 19,092 | |
Other acquisitions | ||
Business Acquisition [Line Items] | ||
Business Combination, Consideration Transferred | $ 22,800 | |
Business acquisition, purchase price cash consideration | 20,500 | |
Business combination indemnification holdback amount | 2,300 | |
Acquisition purchase price allocated to liabilities assumed | 1,200 | 1,200 |
Goodwill acquired | 19,100 | |
Other acquisitions | Developed Technology Rights | ||
Business Acquisition [Line Items] | ||
Acquisition purchase price allocated to finite lived intangible assets | $ 4,900 | $ 4,900 |
Intangible assets, estimated useful life | 36 months |
Acquisitions and Other Invest_3
Acquisitions and Other Investments - Investments in Privately-Held Companies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Schedule Of Investments [Line Items] | |||||
Carrying value of investments | $ 22,700 | $ 22,700 | $ 25,800 | ||
Impairment charge | 1,550 | $ 3,000 | |||
Other Expense | |||||
Schedule Of Investments [Line Items] | |||||
Impairment charge | 1,600 | $ 3,000 | 1,600 | 3,000 | |
Gain on sale of investments | $ 10,200 | $ 0 | $ 10,200 | $ 0 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) - Convertible Notes - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2014 | |
Senior Notes Due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 1,150,000 | $ 1,150,000 | $ 1,150,000 | |||
Debt issuance costs | 12,300 | |||||
Proceeds from offerings, net of transaction costs | $ 1,140,000 | |||||
Debt instrument, interest rate percentage | 0.25% | 0.25% | 0.25% | |||
Debt Instrument, frequency of periodic payment | semi-annually | |||||
Debt Instrument, date of first required payment | Dec. 15, 2018 | |||||
Remaining period for convertible debt | 59 months | |||||
Senior Notes Due 2019 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 935,000 | $ 935,000 | $ 935,000 | $ 935,000 | ||
Debt instrument, interest rate percentage | 0.25% | 0.25% | 0.25% | |||
Remaining period for convertible debt | 2 months | |||||
Senior Notes Due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 954,000 | $ 954,000 | $ 954,000 | $ 954,000 | ||
Debt instrument, interest rate percentage | 1.00% | 1.00% | 1.00% | |||
Remaining period for convertible debt | 26 months | |||||
2019 Notes and 2021 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Debt issuance costs | $ 500 | |||||
Proceeds from offerings, net of transaction costs | 1,860,000 | |||||
Debt discount | $ 28,300 | |||||
Debt Instrument, frequency of periodic payment | semi-annually | |||||
Debt Instrument, date of first required payment | Mar. 15, 2015 | |||||
Debt Instrument Payment Terms | The interest rate is fixed at 0.25% per annum for the 2024 Notes and is payable semi-annually in arrears on June 15 and December 15 of each year, which commenced on December 15, 2018. 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. | |||||
2019 Notes, 2021 Notes and 2024 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt discount, prior to capitalization of interest | $ 34,800 | $ 25,400 | $ 68,500 | $ 48,000 | ||
Coupon interest expense | $ 3,800 | $ 3,100 | $ 7,400 | $ 6,000 |
Convertible Notes - Components
Convertible Notes - Components of Notes (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2014 | |
Principal amounts: | ||||
Net carrying amount | $ 1,773,092 | $ 1,730,922 | ||
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] | (11,352) | (37,672) | |
Net carrying amount | 923,648 | 897,328 | ||
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] | (107,843) | (130,232) | |
Net carrying amount | 846,157 | 823,768 | ||
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] | (223,065) | (242,846) | |
Net carrying amount | 926,935 | 907,154 | ||
Carrying amount of the equity component | [2] | $ 254,981 | $ 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 Per Share - Basic an
Net Income Per Share - Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Numerator | ||||
Net income | $ 1,119,560 | $ 100,117 | $ 1,310,364 | $ 161,114 |
Denominator | ||||
Weighted-average common shares outstanding | 770,792 | 754,811 | 768,810 | 752,601 |
Weighted-average restricted stock subject to repurchase | (2,037) | (2,460) | (2,152) | (2,564) |
Weighted-average shares used to compute basic net income per share | 768,755 | 752,351 | 766,658 | 750,037 |
Basic | $ 1.46 | $ 0.13 | $ 1.71 | $ 0.21 |
Numerator | ||||
Net income | $ 1,119,560 | $ 100,117 | $ 1,310,364 | $ 161,114 |
Denominator | ||||
Basic | 768,755 | 752,351 | 766,658 | 750,037 |
Weighted-average effect of dilutive securities: | ||||
RSUs | 11,767 | 15,178 | 10,548 | 14,283 |
Stock options | 2,577 | 2,717 | 2,530 | 2,736 |
Other | 1,957 | 2,310 | 1,642 | 2,166 |
Weighted-average shares used to compute diluted net income per share | 785,056 | 772,556 | 781,378 | 769,222 |
Diluted | $ 1.43 | $ 0.13 | $ 1.68 | $ 0.21 |
Net Income Per Share - Summary
Net Income Per Share - Summary of Potential Common Shares Excluded from Calculation of Diluted Net Income Per Share Attributable to Common Stockholders (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
RSUs | ||||
Earnings Per Share Basic [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share | 2,676 | 3,304 | 12,379 | 12,389 |
Warrants | ||||
Earnings Per Share Basic [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share | 44,454 | 44,454 | 44,454 | 44,454 |
Stock Options | ||||
Earnings Per Share Basic [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share | 3 | 6 | 800 | |
Restricted Common Stock and Others | ||||
Earnings Per Share Basic [Line Items] | ||||
Anti-dilutive securities excluded from the computation of diluted net income per share | 3,549 | 844 | 3,582 | 907 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Details) | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
2019 Notes and 2021 Notes | |
Earnings Per Share Basic [Line Items] | |
Conversion Price | $ 77.64 |
Conversion spread will have a dilutive impact on diluted net income per share of common stock | shares | 24,300,000 |
Exercise price of the warrants | $ 105.28 |
Senior Notes Due 2024 | |
Earnings Per Share Basic [Line Items] | |
Conversion Price | $ 57.14 |
Conversion spread will have a dilutive impact on diluted net income per share of common stock | shares | 20,100,000 |
Exercise price of the warrants | $ 80.20 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 900,000 | 1,000,000 | |||
Employee stock purchase plan (ESOP), weighted average purchase price of shares purchased | $ 27.96 | $ 16.51 | |||
Gross unamortized stock-based compensation expense related to unvested awards | $ 914 | $ 914 | |||
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 | $ 9.9 | $ 10.4 | $ 19.6 | $ 22.8 | |
Restricted Common Stock | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Weighted Average Grant Date Fair Value Per Share, Granted | $ 36.44 | ||||
Number of unvested restricted common shares | 1,800,000 | 1,800,000 | 2,200,000 | ||
Restricted Common Stock | All Acquisitions | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of Shares, granted | 300,000 | ||||
Restricted Common Stock | All Acquisitions | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Equity compensation service period | 4 years | ||||
Employee Stock Options | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Stock options outstanding | 3,500,000 | 3,500,000 | 3,700,000 | ||
PRSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of Shares, granted | 646,000 | ||||
Weighted Average Grant Date Fair Value Per Share, Granted | $ 31.52 | ||||
Number of unvested restricted common shares | 646,000 | 646,000 | 390,000 | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | ||||
Fair value of stock units vested | $ 23.2 | ||||
TSR RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of Shares, granted | 431,000 | ||||
Weighted Average Grant Date Fair Value Per Share, Granted | $ 30.60 | ||||
Number of unvested restricted common shares | 759,000 | 759,000 | 420,000 | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 2 years | ||||
Fair value of stock units vested | $ 3.7 | ||||
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 | 400,000 | ||||
Shares expected to vest, percentage of target level | 100.00% | 100.00% | |||
PRSUs and TSR RSUs | Maximum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares expected to vest, percentage of target level | 200.00% | 200.00% | |||
PRSUs and TSR RSUs | Minimum | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Shares expected to vest, percentage of target level | 0.00% | 0.00% | |||
RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of Shares, granted | 11,760,000 | ||||
Weighted Average Grant Date Fair Value Per Share, Granted | $ 31.93 | ||||
Number of unvested restricted common shares | 34,407,000 | 34,407,000 | 30,387,000 | ||
Fair value of stock units vested | $ 122.9 | $ 95.2 | $ 219.4 | $ 212.1 | |
Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for issuance | 11,300,000 | 11,300,000 | |||
Outstanding shares of common stock percentage | 1.00% | ||||
2013 Equity Incentive Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of shares available for issuance | 60,000,000 | 60,000,000 | |||
Outstanding shares of common stock percentage | 5.00% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of PRSUs Activity (Details) - PRSUs | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Unvested Shares, beginning of period | shares | 390,000 |
Number of Shares. Granted (100% target level) | shares | 646,000 |
Number of Shares, Additional earned performance shares related to 2018 grants | shares | 362,000 |
Number of Shares, Vested | shares | (752,000) |
Number of Unvested Shares, end of period | shares | 646,000 |
Weighted Average Grant Date Fair Value Per Share, beginning of period | $ / shares | $ 35.55 |
Weighted Average Grant Date Fair Value Per Share, Granted (100% target level) | $ / shares | 31.52 |
Weighted Average Grant Date Fair Value Per Share, Additional earned performance shares related to 2018 grants | $ / shares | 35.55 |
Weighted Average Grant Date Fair Value Per Share, Vested (193% target level) | $ / shares | 35.55 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ / shares | $ 31.52 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of PRSUs Activity (Parenthetical) (Details) - PRSUs | 6 Months Ended |
Jun. 30, 2019 | |
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 | 193.00% |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of TSR RSUs Activity (Details) - TSR RSUs shares in Thousands | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Unvested Shares, beginning of period | shares | 420 |
Number of Shares. Granted (100% target level) | shares | 431 |
Number of Shares, Additional earned performance shares related to 2018 grants | shares | 30 |
Number of Shares, Vested | shares | (122) |
Number of Unvested Shares, end of period | shares | 759 |
Weighted Average Grant Date Fair Value Per Share, beginning of period | $ / shares | $ 45.78 |
Weighted Average Grant Date Fair Value Per Share, Granted (100% target level) | $ / shares | 30.60 |
Weighted Average Grant Date Fair Value Per Share, Additional earned performance shares related to 2018 grants | $ / shares | 13.02 |
Weighted Average Grant Date Fair Value Per Share, Vested (132% target level) | $ / shares | 13.02 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ / shares | $ 41.15 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of TSR RSUs Activity (Parenthetical) (Details) - TSR RSUs | 6 Months Ended |
Jun. 30, 2019 | |
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 | 132.00% |
Stockholders' Equity - Summar_5
Stockholders' Equity - Summary of RSU Activity Excluding PRSUs and TSR RSUs (Details) - RSUs shares in Thousands | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Unvested Shares, beginning of period | shares | 30,387 |
Number of Shares, granted | shares | 11,760 |
Number of Shares, Vested | shares | (6,258) |
Number of Shares, Canceled | shares | (1,482) |
Number of Unvested Shares, end of period | shares | 34,407 |
Weighted Average Grant Date Fair Value Per Share, beginning of period | $ / shares | $ 24.97 |
Weighted Average Grant Date Fair Value Per Share, Granted | $ / shares | 31.93 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 24.51 |
Weighted Average Grant Date Fair Value Per Share, Canceled | $ / shares | 24.44 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ / shares | $ 27.46 |
Stockholders' Equity - Compensa
Stockholders' Equity - Compensation Expense Allocated (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 94,615 | $ 79,469 | $ 178,106 | $ 152,735 |
Cost of Revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 5,973 | 3,338 | 11,021 | 8,137 |
Research and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 50,229 | 45,069 | 96,490 | 87,015 |
Sales and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 22,202 | 18,225 | 40,267 | 33,047 |
General and Administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 16,211 | $ 12,837 | $ 30,328 | $ 24,536 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Benefit from income taxes | $ (1,031,781) | $ (34,250) | $ (1,126,082) | $ (31,365) |
Benefit from income taxes related to establishment of deferred tax asset from intra-entity transfer of intangible asset | (1,080,000) | (1,210,000) | ||
Income tax expense excluding benefit from income taxes related to establishment of deferred tax asset from intra-entity transfer of intangible asset | 50,700 | 80,800 | ||
Unrecognized tax benefits, period change | 41,100 | 60,000 | ||
Unrecognized tax benefits | 392,400 | 392,400 | ||
Unrecognized tax benefits, if recognized, would affect the effective tax rate | 325,400 | $ 325,400 | ||
Tax provision recorded from case settlement | $ 80,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - Revolving Credit Facility | 6 Months Ended |
Jun. 30, 2019USD ($) | |
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 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Commitments to Settle Contractual Obligations in Cash (Details) $ in Thousands | Jun. 30, 2019USD ($) | |
Other Commitments [Line Items] | ||
Total | $ 4,450,323 | |
Payments Due by Year Less than 1 year | 1,102,689 | |
Payments Due by Year 1-3 years | 1,518,890 | |
Payments Due by Year 3-5 years | 341,561 | |
Payments Due by Year More than 5 years | 1,487,183 | |
2019 Notes | ||
Other Commitments [Line Items] | ||
Total | 936,178 | |
Payments Due by Year Less than 1 year | 936,178 | |
2021 Notes | ||
Other Commitments [Line Items] | ||
Total | 977,915 | |
Payments Due by Year Less than 1 year | 4,809 | |
Payments Due by Year 1-3 years | 973,106 | |
2024 Notes | ||
Other Commitments [Line Items] | ||
Total | 1,164,352 | |
Payments Due by Year Less than 1 year | 1,438 | |
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 | 882,366 | [1] |
Payments Due by Year Less than 1 year | 73,086 | [1] |
Payments Due by Year 1-3 years | 300,356 | [1] |
Payments Due by Year 3-5 years | 184,724 | [1] |
Payments Due by Year More than 5 years | 324,200 | [1] |
Finance Lease Obligations | ||
Other Commitments [Line Items] | ||
Total | 54,290 | |
Payments Due by Year Less than 1 year | 29,876 | |
Payments Due by Year 1-3 years | 24,414 | |
Other Contractual Commitments | ||
Other Commitments [Line Items] | ||
Total | 435,222 | [2] |
Payments Due by Year Less than 1 year | 57,302 | [2] |
Payments Due by Year 1-3 years | 215,272 | [2] |
Payments Due by Year 3-5 years | 151,103 | [2] |
Payments Due by Year More than 5 years | $ 11,545 | [2] |
[1] | The Company entered into several sublease agreements for office space that it is not fully utilizing. Under the sublease agreements, the Company is entitled to receive approximately $40.1 million in sublease income over the next four years. | |
[2] | Other contractual commitments are non-cancelable contractual commitments primarily related to the Company’s infrastructure services, bandwidth and other services arrangements. |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Commitments to Settle Contractual Obligations in Cash (Parenthetical) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Sublease income | $ 40,069 | $ 52,537 |
Sublease income term | 4 years |
Geographical Information - Prop
Geographical Information - Property and Equipment Net by Geographic Area (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Property and equipment, net: | ||
Property and equipment, net | $ 982,513 | $ 885,078 |
United States | ||
Property and equipment, net: | ||
Property and equipment, net | 951,650 | 853,731 |
International | ||
Property and equipment, net: | ||
Property and equipment, net | $ 30,863 | $ 31,347 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||||
Revenue recognized under contractual obligations from customers | $ 5,500,000 | $ 6,800,000 | $ 11,000,000 | $ 13,700,000 | |
Revenue receivable under contractual obligations from customers | 3,800,000 | $ 3,800,000 | $ 3,800,000 | ||
Square Inc | |||||
Related Party Transaction [Line Items] | |||||
Agreement consideration amount | $ 0 |