Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 28, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | YHOO | |
Entity Registrant Name | YAHOO INC | |
Entity Central Index Key | 1,011,006 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding at October 28, 2016 | 954,124,482 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 1,411,308 | $ 1,631,911 |
Short-term marketable securities | 5,189,207 | 4,225,112 |
Accounts receivable, net | 945,659 | 1,047,504 |
Prepaid expenses and other current assets | 244,782 | 602,792 |
Total current assets | 7,790,956 | 7,507,319 |
Long-term marketable securities | 1,170,962 | 975,961 |
Property and equipment, net | 1,273,327 | 1,547,323 |
Goodwill | 437,609 | 808,114 |
Intangible assets, net | 181,998 | 347,269 |
Other long-term assets and investments | 218,585 | 342,390 |
Investment in Alibaba Group | 40,577,385 | 31,172,361 |
Investments in equity interests | 3,020,804 | 2,503,229 |
Total assets | 54,671,626 | 45,203,966 |
Current liabilities: | ||
Accounts payable | 168,148 | 208,691 |
Other accrued expenses and current liabilities | 984,301 | 934,658 |
Deferred revenue | 115,991 | 134,031 |
Total current liabilities | 1,268,440 | 1,277,380 |
Convertible notes | 1,283,002 | 1,233,485 |
Long-term deferred revenue | 36,609 | 27,801 |
Other long-term liabilities | 102,283 | 118,689 |
Deferred tax liabilities related to investment in Alibaba Group | 16,444,038 | 12,611,867 |
Deferred and other long-term tax liabilities | 668,098 | 855,324 |
Total liabilities | 19,802,470 | 16,124,546 |
Commitments and contingencies (Note 12) | ||
Yahoo! Inc. stockholders' equity: | ||
Common stock, $0.001 par value; 5,000,000 shares authorized; 962,959 shares issued and 945,854 shares outstanding as of December 31, 2015 and 970,528 shares issued and 953,467 shares outstanding as of September 30, 2016 | 967 | 959 |
Additional paid-in capital | 9,036,876 | 8,807,273 |
Treasury stock at cost, 17,105 shares as of December 31, 2015 and 17,061 shares as of September 30, 2016 | (909,508) | (911,533) |
Retained earnings | 4,192,467 | 4,570,807 |
Accumulated other comprehensive income | 22,515,470 | 16,576,031 |
Total Yahoo! Inc. stockholders' equity | 34,836,272 | 29,043,537 |
Noncontrolling interests | 32,884 | 35,883 |
Total equity | 34,869,156 | 29,079,420 |
Total liabilities and equity | $ 54,671,626 | $ 45,203,966 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, shares issued | 970,528 | 962,959 |
Common stock, shares outstanding | 953,467 | 945,854 |
Treasury stock at cost, shares | 17,061 | 17,105 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue | $ 1,305,206 | $ 1,225,673 | $ 3,699,995 | $ 3,694,908 |
Operating expenses: | ||||
Cost of revenue - traffic acquisition costs | 447,537 | 223,229 | 1,141,786 | 606,598 |
Cost of revenue - other | 255,421 | 302,846 | 806,491 | 884,041 |
Sales and marketing | 212,654 | 274,329 | 674,711 | 823,990 |
Product development | 243,644 | 272,285 | 801,708 | 905,460 |
General and administrative | 176,713 | 151,963 | 490,519 | 506,071 |
Amortization of intangibles | 11,594 | 19,622 | 46,736 | 59,677 |
Gain on sale of patents and land | 0 | 0 | (121,559) | (11,100) |
Asset impairment charge | 0 | 41,699 | 0 | 41,699 |
Goodwill impairment charge | 0 | 0 | 394,901 | 0 |
Intangible assets impairment charge | 0 | 0 | 87,335 | 0 |
Restructuring charges, net | 9,962 | 26,012 | 86,576 | 96,932 |
Total operating expenses | 1,357,525 | 1,311,985 | 4,409,204 | 3,913,368 |
Loss from operations | (52,319) | (86,312) | (709,209) | (218,460) |
Other expense, net | (6,122) | (23,955) | (38,476) | (66,759) |
Loss before income taxes and earnings in equity interests | (58,441) | (110,267) | (747,685) | (285,219) |
Benefit for income taxes | 105,513 | 93,208 | 124,736 | 75,613 |
Earnings in equity interests, net of tax | 116,228 | 95,195 | 249,579 | 290,726 |
Net income (loss) | 163,300 | 78,136 | (373,370) | 81,120 |
Net income attributable to noncontrolling interests | (474) | (1,875) | (2,949) | (5,215) |
Net income (loss) attributable to Yahoo! Inc. | $ 162,826 | $ 76,261 | $ (376,319) | $ 75,905 |
Net income (loss) attributable to Yahoo! Inc. common stockholders per share - basic | $ 0.17 | $ 0.08 | $ (0.40) | $ 0.08 |
Net income (loss) attributable to Yahoo! Inc. common stockholders per share - diluted | $ 0.17 | $ 0.08 | $ (0.40) | $ 0.08 |
Shares used in per share calculation - basic | 951,421 | 940,822 | 948,524 | 937,713 |
Shares used in per share calculation - diluted | 957,304 | 946,934 | 948,524 | 944,160 |
Stock-based compensation expense by function: | ||||
Stock-based compensation expense by function | $ 128,892 | $ 110,426 | $ 369,263 | $ 351,252 |
Cost of revenue - other | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense by function | 9,440 | 9,748 | 25,876 | 22,957 |
Sales and marketing | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense by function | 36,428 | 33,317 | 108,259 | 111,416 |
Product development | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense by function | 54,720 | 46,461 | 161,182 | 145,444 |
General and administrative | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense by function | 28,304 | 20,900 | 73,946 | 71,435 |
Restructuring charges, net | ||||
Stock-based compensation expense by function: | ||||
Stock-based compensation expense by function | $ 0 | $ 0 | $ 7,374 | $ 2,705 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net income (loss) | $ 163,300 | $ 78,136 | $ (373,370) | $ 81,120 |
Available-for-sale securities: | ||||
Unrealized (losses) gains on available-for-sale securities, net of taxes of $3,646,362 and $(4,099,170) for the three months ended September 30, 2015 and 2016, respectively, and $7,034,475 and $(3,812,738) for the nine months ended September 30, 2015 and 2016, respectively | 5,960,520 | (5,299,758) | 5,555,697 | (10,225,842) |
Reclassification adjustment for realized losses (gains) on available-for-sale securities included in net income, net of taxes of $(44) and $(6) for the three months ended September 30, 2015 and 2016, respectively, and $(45) and $(113) for the nine months ended September 30, 2015 and 2016, respectively | 11 | 72 | 206 | 74 |
Net change in unrealized (losses) gains on available-for-sale securities, net of tax | 5,960,531 | (5,299,686) | 5,555,903 | (10,225,768) |
Foreign currency translation adjustments ("CTA"): | ||||
Foreign CTA (losses) gains, net of taxes of $607 and $106 for the three months ended September 30, 2015 and 2016, respectively, and $1,061 and $(273) for the nine months ended September 30, 2015 and 2016, respectively | 291,871 | (126,774) | 459,805 | (359,876) |
Net investment hedge CTA (losses) gains, net of taxes of $8,252 and $(217) for the three months ended September 30, 2015 and 2016, respectively, and $(2,492) and $30,036 for the nine months ended September 30, 2015 and 2016, respectively | 393 | (13,855) | (54,482) | 4,183 |
Reclassification adjustment for realized (gains) losses included in CTA, net of taxes of $0 for both the three and nine months ended September 30, 2016, respectively | (2,863) | 0 | (19,363) | 0 |
Net foreign CTA (losses) gains, net of tax | 289,401 | (140,629) | 385,960 | (355,693) |
Cash flow hedges: | ||||
Unrealized (losses) gains on cash flow hedges, net of taxes of $362 and $163 for the three months ended September 30, 2015 and 2016, respectively, and $(327) and $3,138 for the nine months ended September 30, 2015 and 2016, respectively | (296) | (1,440) | (5,694) | (6,721) |
Reclassification adjustment for realized losses (gains) on cash flow hedges included in net income, net of taxes of $274 and $(1,013) for the three months ended September 30, 2015 and 2016, respectively, and $992 and $(1,802) for the nine months ended September 30, 2015 and 2016, respectively | 1,838 | 869 | 3,270 | 3,007 |
Net change in unrealized (losses) gains on cash flow hedges, net of tax | 1,542 | (571) | (2,424) | (3,714) |
Other comprehensive (loss) income | 6,251,474 | (5,440,886) | 5,939,439 | (10,585,175) |
Comprehensive (loss) income | 6,414,774 | (5,362,750) | 5,566,069 | (10,504,055) |
Less: comprehensive income attributable to noncontrolling interests | (474) | (1,875) | (2,949) | (5,215) |
Comprehensive (loss) income attributable to Yahoo! Inc. | $ 6,414,300 | $ (5,364,625) | $ 5,563,120 | $ (10,509,270) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Unrealized (losses) gains on available-for-sale securities, taxes | $ (4,099,170) | $ 3,646,362 | $ (3,812,738) | $ 7,034,475 |
Reclassification adjustment for realized losses (gains) on available-for-sale securities included in net income, taxes | (6) | (44) | (113) | (45) |
Foreign CTA (losses) gains, taxes | 106 | 607 | (273) | 1,061 |
Net investment hedge CTA (losses) gains, taxes | (217) | 8,252 | 30,036 | (2,492) |
Reclassification adjustment for realized (gains) losses included in CTA, taxes | 0 | 0 | ||
Unrealized (losses) gains on cash flow hedges, taxes | 163 | 362 | 3,138 | (327) |
Reclassification adjustment for realized losses (gains) on cash flow hedges included in net income, taxes | $ (1,013) | $ 274 | $ (1,802) | $ 992 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ (373,370) | $ 81,120 |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Depreciation | 308,324 | 355,540 |
Amortization of intangible assets | 80,036 | 102,090 |
Accretion of convertible notes discount | 49,517 | 46,984 |
Stock-based compensation expense | 376,637 | 353,957 |
Non-cash asset impairment charge | 0 | 41,699 |
Non-cash goodwill impairment charge | 394,901 | 0 |
Non-cash intangible assets impairment charge | 87,335 | 0 |
Non-cash restructuring (reversals) charges | 1,227 | (31) |
Non-cash accretion on marketable debt securities | 23,060 | 38,328 |
Foreign exchange loss (gain) | (46,046) | 10,337 |
Gain on sale of assets and other | (2,719) | (3,058) |
Gain on sale of patents and land | (121,559) | (11,100) |
Loss on Hortonworks warrants | 49,930 | 19,241 |
Earnings in equity interests | (249,579) | (290,726) |
Tax benefits (detriments) from stock-based awards | (8,598) | 22,990 |
Excess tax benefits from stock-based awards | (1,743) | (33,359) |
Deferred income taxes | (175,984) | (52,605) |
Dividends received from equity investee | 156,968 | 142,045 |
Changes in assets and liabilities, net of effects of acquisitions: | ||
Accounts receivable | 106,261 | 34,303 |
Prepaid expenses and other | 346,103 | (64,112) |
Accounts payable | (10,083) | (29,642) |
Accrued expenses and other liabilities | 12,974 | 194,569 |
Incomes taxes payable related to sale of Alibaba Group ADSs | 0 | (3,282,293) |
Deferred revenue | (9,988) | (191,989) |
Net cash (used in) provided by operating activities | 993,604 | (2,515,712) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of property and equipment | (197,508) | (428,345) |
Proceeds from sales of property and equipment | 249,089 | 11,069 |
Purchases of marketable securities | (5,680,284) | (3,472,587) |
Proceeds from sales of marketable securities | 281,393 | 566,321 |
Proceeds from maturities of marketable securities | 4,223,735 | 4,889,437 |
Acquisitions, net of cash acquired | 0 | (174,630) |
Proceeds from sales of patents | 1,500 | 29,100 |
Purchases of intangible assets | (2,001) | (4,733) |
Proceeds from settlement of derivative hedge contracts | 39,007 | 120,682 |
Payments for settlement of derivative hedge contracts | (7,012) | (6,594) |
Payments for equity investments in privately held companies | (9) | 0 |
Other investing activities, net | (127) | (203) |
Net cash provided by (used in) investing activities | (1,092,217) | 1,529,517 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 15,512 | 52,297 |
Repurchases of common stock | 0 | (203,771) |
Excess tax benefits from stock-based awards | 1,743 | 33,359 |
Tax withholdings related to net share settlements of restricted stock units | (157,442) | (216,061) |
Distributions to noncontrolling interests | (5,948) | (15,847) |
Other financing activities, net | (10,414) | (13,554) |
Net cash used in financing activities | (156,549) | (363,577) |
Effect of exchange rate changes on cash and cash equivalents | 34,559 | (33,166) |
Net change in cash and cash equivalents | (220,603) | (1,382,938) |
Cash and cash equivalents at beginning of period | 1,631,911 | 2,664,098 |
Cash and cash equivalents at end of period | 1,411,308 | 1,281,160 |
NON-CASH ACTIVITIES: | ||
Change in non-cash acquisitions of property and equipment | $ (3,570) | $ 38,761 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
The Company and Summary of Significant Accounting Policies | Note 1 The Company and Summary of Significant Accounting Policies The Company . Basis of Presentation . The Company revised the consolidated statement of cash flows for the nine months ended September 30, 2015 to correct for a non-cash acquisition of property and equipment resulting in an increase in cash used in operating activities of $23 million and a corresponding increase in net cash provided by investing activities. Certain other prior period amounts have been reclassified to conform to the current period presentation. The accompanying unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full year or for any future periods. The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses and the related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to revenue, the useful lives of long-lived assets including property and equipment and intangible assets, investment fair values, originally developed content, acquired content, stock-based compensation, goodwill, income taxes, contingencies, and restructuring charges. The Company bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Actual results may differ from these estimates. These condensed consolidated financial statements 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, 2015. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2015 was derived from the Company’s audited financial statements for the year ended December 31, 2015, but does not include all disclosures required by U.S. GAAP. However, the Company believes the disclosures are adequate to make the information presented not misleading. Revenue Recognition — Search Revenue and Cost of Revenue — TAC. The table below presents how the Company accounted for amounts paid to Affiliates related to the Microsoft Search Agreement in transitioned markets, and shows the impact of the implementation of the Eleventh Amendment in transitioned markets (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2016 2015 2016 Cost of revenue — TAC in transitioned markets (*) $ - $ 257,601 $ - $ 509,932 Reduction to revenue in transitioned markets $ 299,710 $ - $ 987,601 $ 273,705 (*) For the three months ended September 30, 2016, cost of revenue—TAC included $222 million in the Americas segment, $34 million in the EMEA segment and $2 million in the Asia Pacific segment. For the nine months ended September 30, 2016, cost of revenue—TAC included $440 million in the Americas segment, $67 million in the EMEA segment and $3 million in the Asia Pacific segment. See Note 17—“Microsoft Search Agreement” for a description of the Search Agreement with Microsoft. Prior to the Eleventh Amendment, the Company was entitled to receive a percentage of the revenue (the “Revenue Share Rate”) generated from Microsoft’s services on Yahoo Properties and on Affiliate sites after deduction of the Affiliate sites’ share of revenue and certain Microsoft costs. The Revenue Share Rate was 88 percent for the first five years of the Microsoft Search Agreement and then increased to 90 percent on February 23, 2015. Pursuant to the Eleventh Amendment, the Revenue Share Rate increased to 93 percent, but Microsoft now receives its 7 percent revenue share before deduction of the Affiliate site’s share of revenue. The Company is responsible for paying the Affiliate for the Affiliate site’s share of revenue. Search revenue is generated from mobile and desktop clicks on text-based links to advertisers’ websites that appear primarily on search results pages (“search advertising”). The Company recognizes revenue from search advertising on Yahoo Properties and Affiliate sites. Search revenue is recognized based on Paid Clicks. A Paid Click occurs when an end-user clicks on a sponsored listing on Yahoo Properties and Affiliate sites for which an advertiser pays on a per click basis. The Company also sells search traffic to certain customers where it does not have a direct relationship with the advertiser, in which case revenue is also recognized based on Paid Clicks. In the Microsoft Search Agreement, the Company agreed to request paid search results from Microsoft for 51 percent of search queries originating from desktop computers accessing Yahoo Properties and Affiliate sites (the “Volume Commitment”). There is no such Volume Commitment for traffic generated on mobile devices. The Company recognizes search revenue generated from mobile and desktop ads served through Yahoo Gemini (Yahoo’s marketplace for search and native advertising) to Yahoo Properties and Affiliate sites. The Company is considered the primary obligor to the advertisers who are the customers of the search advertising service. Accordingly, the search revenue generated from mobile and desktop ads served through Yahoo Gemini that involve traffic supplied by Affiliates is reported gross of the traffic acquisition costs (“TAC”) paid to Affiliates (reported as cost of revenue—TAC) as the Company performs the search service for advertisers. In October 2015, Yahoo reached an agreement with Google that provides Yahoo with additional flexibility to choose among suppliers of search results and ads. Google’s offerings complement the search services provided by Microsoft and Yahoo Gemini. The Company also generates search revenue from a revenue sharing arrangement with Yahoo Japan for search technology and services and records the related revenue as reported. TAC consists of payments made to Affiliates and payments made to companies that direct consumer and business traffic to Yahoo Properties. TAC is either recorded as a reduction to revenue or as cost of revenue—TAC. TAC related to the Microsoft Search Agreement was recorded as a reduction to revenue for reporting periods through March 31, 2016. Beginning in the reporting period ended June 30, 2016, TAC related to the Microsoft Search Agreement is recorded as cost of revenue—TAC in markets that have completed the transition of exclusive sales responsibilities to Microsoft for paid search services to premium advertisers pursuant to the Eleventh Amendment as described above. Originally Developed Content and Acquired Content. For originally developed content, the Company performs regular recoverability assessments on a program-by-program basis. If there are any events or changes in circumstances indicating that the Company should assess whether the fair value of originally developed content is less than its unamortized costs, the Company performs a fair value analysis using an expected cash flow approach. The amount by which the unamortized costs of the originally developed content exceed estimated fair value is charged to expense as an asset impairment. During the three and nine months ended September 30, 2015, the Company recorded an asset impairment charge of $14 million related to originally developed content. For acquired content, the Company compares the net realizable value on a program-by-program basis with the unamortized cost. The amount by which the unamortized costs of the acquired content exceed net realizable value is charged to expense as an asset impairment. During the three and nine months ended September 30, 2015, the Company recorded an asset impairment charge of $28 million related to acquired content, primarily driven by a reduction of forecasted revenues to be generated from advertising on Yahoo Properties. Recent Accounting Pronouncements. In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” that requires management to evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statements are issued on both an interim and annual basis. Management is required to provide certain footnote disclosures if it concludes that substantial doubt exists or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. ASU 2014-15 becomes effective for annual periods beginning after December 15, 2016 and for interim reporting periods thereafter. The Company does not expect the adoption of this ASU to have a material impact on the Company’s disclosures in the footnotes to its consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. The new standard principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. Upon the effective date of the new standards, all equity investments in unconsolidated entities, other than those accounted for using the equity method of accounting, will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income (loss) for equity securities with readily determinable fair values. The new guidance on the classification and measurement will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-01 on the consolidated financial statements and currently anticipates the new guidance would significantly impact its consolidated statements of operations and consolidated statements of comprehensive income (loss) as the Company’s marketable equity securities, primarily the Company’s investments in Alibaba Group Holding Limited (“Alibaba Group”) and Hortonworks Inc. (“Hortonworks”), are currently classified as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income. In February 2016, the FASB issued ASU 2016-02, “Leases” which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on the Company’s consolidated financial position, results of operations and cash flows and anticipates the new guidance will significantly impact its consolidated financial statements given the Company has a significant number of leases. In March 2016, the FASB issued ASU 2016-06, “Contingent put and call options in debt instruments, a consensus of the FASB’s Emerging Issues Task Force,” which simplifies the embedded derivative analysis for debt instruments containing contingent call or put options. The new guidance clarifies that an exercise contingency does not need to be evaluated to determine whether it relates to interest rates and credit risk in an embedded derivative analysis. A contingent put or call option embedded in a debt instrument would be evaluated for possible separate accounting as a derivative instrument without regard to the nature of the exercise contingency. The ASU is effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. The new guidance is required to be applied on a modified retrospective basis to all existing and future debt instruments. An entity will be able to elect the fair value option at transition for the entire debt instrument, including its embedded features, but will not be able to unwind a previously-elected fair value option. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated financial position, results of operations and cash flows. In March 2016, the FASB issued ASU 2016-07, “Simplifying the Transition to the Equity Method of Accounting,” which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment in order to reduce recognition and presentation complexity in financial reporting. Instead, the new guidance requires equity method of accounting to be applied prospectively from the date significant influence is obtained. The ASU is effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. The new guidance is required to be applied prospectively for investments that qualify for the equity method of accounting after the effective date. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated financial position, results of operations and cash flows. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” as part of its simplification initiative, which involves several aspects of accounting for share-based payment transactions, including the income tax effects, statutory withholding requirements, forfeitures, and classification on the statement of cash flows. The ASU is effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted for any interim and annual financial statements that have not been issued. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated financial position, results of operations and cash flows. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”, which introduces new guidance for credit losses on instruments within its scope. The new guidance introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments, including, but not limited to, trade and other receivables, held-to-maturity debt securities, loans and net investments in leases. The new guidance also modifies the impairment model for available-for-sale debt securities and requires the entities to determine whether all or a portion of the unrealized loss on an available-for-sale debt security is a credit loss. The standard also indicates that entities may not use the length of time a security has been in an unrealized loss position as a factor in concluding whether a credit loss exists. The ASU is effective for public companies for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated financial position, results of operations and cash flows. In June 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230), a consensus of the FASB’s Emerging Issues Task Force.” The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The ASU is effective for public companies for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including interim periods within those fiscal years. An entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated cash flows. In October 2016, FASB issued ASU 2016-16, “Income Taxes: Intra-Entity Transfers of Assets Other than Inventory” which amends the accounting for income taxes. The new guidance requires the recognition of the income tax consequences of an intra-entity asset transfer, other than transfers of inventory, when the transfer occurs. For intra-entity transfers of inventory, the income tax effects will continue to be deferred until the inventory has been sold to a third party. The ASU is effective for reporting periods beginning after December 15, 2017, with early adoption permitted. The new guidance is required to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated financial position, results of operations and cash flows. |
Marketable Securities, Investme
Marketable Securities, Investments and Fair Value Disclosures | 9 Months Ended |
Sep. 30, 2016 | |
Marketable Securities, Investments and Fair Value Disclosures | Note 2 Marketable Securities, Investments and Fair Value Disclosures The following tables summarize the available-for-sale securities (in thousands): December 31, 2015 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Government and agency securities $ 616,501 $ 24 $ (635) $ 615,890 Corporate debt securities, commercial paper, time deposits, and bank certificates of deposit 4,589,799 292 (4,908) 4,585,183 Alibaba Group equity securities 2,713,483 28,458,878 - 31,172,361 Hortonworks equity securities 26,246 57,977 - 84,223 Other corporate equity securities 298 - (101) 197 Total available-for-sale marketable securities $ 7,946,327 $ 28,517,171 $ (5,644) $ 36,457,854 September 30, 2016 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Government and agency securities $ 685,888 $ 310 $ (191) $ 686,007 Corporate debt securities, commercial paper, time deposits, and bank certificates of deposit 5,673,306 2,472 (1,616) 5,674,162 Alibaba Group equity securities 2,713,484 37,863,901 - 40,577,385 Hortonworks equity securities 26,246 5,867 - 32,113 Other corporate equity securities 8,267 74 (1,380) 6,961 Total available-for-sale marketable securities $ 9,107,191 $ 37,872,624 $ (3,187) $ 46,976,628 December 31, September 30, Reported as: Short-term marketable securities $ 4,225,112 $ 5,189,207 Long-term marketable securities 975,961 1,170,962 Investment in Alibaba Group 31,172,361 40,577,385 Other long-term assets and investments 84,420 39,074 Total $ 36,457,854 $ 46,976,628 Short-term, highly liquid investments of $667 million and $644 million as of December 31, 2015 and September 30, 2016, respectively, included in cash and cash equivalents on the condensed consolidated balance sheets are not included in the table above as the gross unrealized gains and losses were immaterial as the carrying value approximates fair value because of the short maturity of those instruments. Realized gains and losses from sales of available-for-sale marketable debt securities were not material for both the three and nine months ended September 30, 2015 and 2016. The remaining contractual maturities of available-for-sale marketable debt securities were as follows (in thousands): December 31, 2015 September 30, Due within one year $ 4,225,112 $ 5,189,207 Due after one year through five years 975,961 1,170,962 Total available-for-sale marketable debt securities $ 5,201,073 $ 6,360,169 The following tables show all available-for-sale marketable debt securities in an unrealized loss position for which an other-than-temporary impairment has not been recognized and the related gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands): December 31, 2015 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Government and agency securities $ 552,041 $ (635) $ - $ - $ 552,041 $ (635) Corporate debt securities, commercial paper, and bank certificates of deposit 2,415,347 (4,763) 99,214 (145) 2,514,561 (4,908) Total available-for-sale marketable debt securities $ 2,967,388 $ (5,398) $ 99,214 $ (145) $ 3,066,602 $ (5,543) September 30, 2016 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Government and agency securities $ 197,080 $ (191) $ - $ - $ 197,080 $ (191) Corporate debt securities, commercial paper, and bank certificates of deposit 1,570,989 (1,586) 56,522 (30) 1,627,511 (1,616) Total available-for-sale marketable debt securities $ 1,768,069 $ (1,777) $ 56,522 $ (30) $ 1,824,591 $ (1,807) The Company’s investment portfolio includes equity securities of Alibaba Group and Hortonworks, as well as liquid high-quality fixed income debt securities including government, agency and corporate debt, money market funds, commercial paper, certificates of deposit and time deposits held with financial institutions. The fair value of any debt or equity security will vary over time and is subject to a variety of market risks including: macro-economic, regulatory, industry, company performance, and systemic risks of the equity markets overall. Consequently, the carrying value of the Company’s investment portfolio will vary over time as the value of the various marketable securities changes. Investments in instruments that earn a fixed rate or a floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Fixed income securities may have their fair value adversely impacted due to a deterioration of the credit quality of the issuer. The longer the term of the securities, the more susceptible they are to changes in market rates. Available-for-sale marketable debt securities are reviewed periodically to identify possible other-than-temporary impairment. The Company has no current requirement or intent to sell the securities in an unrealized loss position. The Company expects to recover up to (or beyond) the initial cost of investment for securities held. The following table sets forth the financial assets and liabilities, measured at fair value, by level within the fair value hierarchy as of December 31, 2015 (in thousands): Fair Value Measurements at Reporting Date Using Assets Level 1 Level 2 Level 3 Total Money market funds (1) $ 386,792 $ - $ - $ 386,792 Available-for-sale marketable debt securities: Government and agency securities (1) - 635,917 - 635,917 Commercial paper and bank certificates of deposit (1) - 1,844,494 - 1,844,494 Corporate debt securities (1) - 2,918,496 - 2,918,496 Time deposits (1) - 82,703 - 82,703 Available-for-sale equity securities: Other corporate equity securities (2) 197 - - 197 Alibaba Group equity securities 31,172,361 - - 31,172,361 Hortonworks equity securities (2) 84,223 - - 84,223 Hortonworks warrants - - 78,861 78,861 Foreign currency derivative contracts (3) - 84,319 - 84,319 Financial assets at fair value $ 31,643,573 $ 5,565,929 $ 78,861 $ 37,288,363 Liabilities Foreign currency derivative contracts (3) - (5,661) - (5,661) Total financial assets and liabilities at fair value $ 31,643,573 $ 5,560,268 $ 78,861 $ 37,282,702 The following table sets forth the financial assets and liabilities, measured at fair value, by level within the fair value hierarchy as of September 30, 2016 (in thousands): Fair Value Measurements at Reporting Date Using Assets Level 1 Level 2 Level 3 Total Money market funds (1) $ 574,351 $ - $ - $ 574,351 Available-for-sale marketable debt securities: Government and agency securities (1) - 686,007 - 686,007 Commercial paper and bank certificates of deposit (1) - 2,658,311 - 2,658,311 Corporate debt securities (1) - 3,045,334 - 3,045,334 Time deposits (1) - 40,297 - 40,297 Available-for-sale equity securities: Other corporate equity securities (2) 6,961 - - 6,961 Alibaba Group equity securities 40,577,385 - - 40,577,385 Hortonworks equity securities (2) 32,113 - - 32,113 Hortonworks warrants - - 28,931 28,931 Foreign currency derivative contracts (3) - 47 - 47 Financial assets at fair value $ 41,190,810 $ 6,429,996 $ 28,931 $ 47,649,737 Liabilities Foreign currency derivative contracts (3) - (45,657) - (45,657) Total financial assets and liabilities at fair value $ 41,190,810 $ 6,384,339 $ 28,931 $ 47,604,080 (1) The money market funds, government and agency securities, commercial paper and bank certificates of deposit, corporate debt securities, and time deposits are classified as part of either cash and cash equivalents or short or long-term marketable securities on the condensed consolidated balance sheets. (2) The Hortonworks equity securities and other corporate equity securities are classified as part of other long-term assets and investments on the condensed consolidated balance sheets. (3) Foreign currency derivative contracts are classified as part of either current or noncurrent assets or liabilities on the condensed consolidated balance sheets. The notional amounts of the foreign currency derivative contracts were: $1.5 billion, including contracts designated as net investment hedges of $1.2 billion, as of December 31, 2015; and $0.3 billion, including contracts designated as net investment hedges of $0.2 billion, as of September 30, 2016. The amount of cash included in cash and cash equivalents as of December 31, 2015 and September 30, 2016 was $965 million and $767 million, respectively. The fair values of the Company’s Level 1 financial assets and liabilities are based on quoted prices in active markets for identical assets or liabilities. The fair values of the Company’s Level 2 financial assets and liabilities are obtained using quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets in markets that are not active; and inputs other than quoted prices (e.g., interest rates and yield curves). The Company utilizes a pricing service to assist in obtaining fair value pricing for the marketable debt securities. The fair value for the Company’s Level 3 financial asset was obtained using a Black-Scholes model. Activity between Levels of the Fair Value Hierarchy During the year ended December 31, 2015 and the nine months ended September 30, 2016, the Company did not make any transfers between Level 1, Level 2, and Level 3 assets or liabilities. Hortonworks Warrants The estimated fair value of the Hortonworks warrants was $79 million and $29 million as of December 31, 2015 and September 30, 2016, respectively, which is included in other long-term assets and investments on the condensed consolidated balance sheets. During the three and nine months ended September 30, 2015, the Company recorded a loss of $13 million and $19 million, respectively, and during the three and nine months ended September 30, 2016, the Company recorded losses of $8 million and $50 million, respectively, due to the change in estimated fair value of the Hortonworks warrants during the respective periods, which was included within other expense, net in the Company’s condensed consolidated statements of operations. The estimated fair value of the Hortonworks warrants was determined using a Black-Scholes model. Assets and Liabilities at Fair Value on a Nonrecurring Basis Convertible Senior Notes. Goodwill and Definite-Lived Intangible Assets. Other Investments |
Consolidated Financial Statemen
Consolidated Financial Statement Details | 9 Months Ended |
Sep. 30, 2016 | |
Consolidated Financial Statement Details | Note 3 Consolidated Financial Statement Details Accumulated Other Comprehensive Income The components of accumulated other comprehensive income were as follows (in thousands): December 31, 2015 September 30, Unrealized gains on available-for-sale securities, net of tax $ 16,918,539 $ 22,474,442 Unrealized gains (losses) on cash flow hedges, net of tax 482 (1,942) Foreign currency translation, net of tax (342,990) 42,970 Accumulated other comprehensive income $ 16,576,031 $ 22,515,470 Noncontrolling Interests Noncontrolling interests were as follows (in thousands): September 30, September 30, Beginning noncontrolling interests $ 43,755 $ 35,883 Distributions to noncontrolling interests (15,847) (5,948) Net income attributable to noncontrolling interests 5,215 2,949 Ending noncontrolling interests $ 33,123 $ 32,884 Other Expense, Net Other expense, net was as follows (in thousands): Three Months Ended Nine Months Ended 2015 2016 2015 2016 Interest and investment income $ 8,010 $ 17,013 $ 24,888 $ 42,534 Interest expense (18,411) (18,513) (53,540) (55,238) Loss on Hortonworks warrants (12,782) (8,493) (19,241) (49,930) Foreign exchange (loss) gain (1,490) 3,180 (21,017) 22,006 Other 718 691 2,151 2,152 Total other expense, net $ (23,955) $ (6,122) $ (66,759) $ (38,476) Interest and investment income consists of income earned from cash and cash equivalents in bank accounts and investments made in marketable debt securities. Interest expense is related to the Notes and notes payable related to building and capital lease obligations for data centers. During the three and nine months ended September 30, 2015, the Company recorded losses of $13 million and $19 million, respectively, and during the three and nine months ended September 30, 2016, the Company recorded losses of $8 million and $50 million, respectively, due to the change in estimated fair value of the Hortonworks warrants during the respective periods. See Note 2—“Marketable Securities, Investments and Fair Value Disclosures” for additional information. Foreign exchange (loss) gain consists of foreign exchange gains and losses due to re-measurement of monetary assets and liabilities denominated in non-functional currencies, and unrealized and realized foreign currency transaction gains and losses, including gains and losses related to balance sheet hedges. Additionally, during the three and nine months ended September 30, 2016, the Company reclassified certain unrealized currency translation adjustments from accumulated other comprehensive income and realized a gain of $3 million and $20 million, respectively, due to the liquidation of foreign subsidiaries. Other consists of gains from other non-operational items. Reclassifications Out of Accumulated Other Comprehensive Income Reclassifications out of accumulated other comprehensive income for the three months ended September 30, 2015 and 2016 were as follows (in thousands): Three Months Ended September 30, September 30, Affected Line Item in the Reclassified from Reclassified from Other Realized losses on cash flow hedges, net of tax $ 869 $ 1,838 Revenue Realized losses on available-for-sale securities, net of tax 72 11 Other expense, net Realized (gains) on foreign currency translation adjustments (“CTA”): Liquidation of foreign subsidiary CTA reclassification - (2,863) Other expense, net Total reclassifications for the period $ 941 $ (1,014) Reclassifications out of accumulated other comprehensive income for the nine months ended September 30, 2015 and 2016 were as follows (in thousands): Nine Months Ended September 30, 2015 September 30, 2016 Reclassified from Other Reclassified from Other Comprehensive Affected Line Item in the Realized losses on cash flow hedges, net of tax $ 3,007 $ 3,270 Revenue Realized losses on available-for-sale securities, net of tax 74 206 Other expense, net Realized (gains) losses on foreign currency translation adjustments (“CTA”): Liquidation of foreign subsidiary CTA reclassification - 1,110 Restructuring charges, net Liquidation of foreign subsidiary CTA reclassification - (20,473) Other expense, net Total reclassifications for the period $ 3,081 $ (15,887) |
Acquisitions and Dispositions
Acquisitions and Dispositions | 9 Months Ended |
Sep. 30, 2016 | |
Acquisitions and Dispositions | Note 4 Acquisitions and Dispositions Transactions completed in 2015 Polyvore. The total purchase price of approximately $161 million consisted of cash consideration. Under the terms of the agreement, the Company acquired all of the equity interests (including all outstanding vested options) of Polyvore. Outstanding Polyvore unvested options were assumed and converted into equivalent awards for Yahoo common stock valued at $7 million, which is being recognized as stock-based compensation expense as the options vest over periods of up to four years from the date of the acquisition. Separately, in connection with the acquisition, the Company is also recognizing stock-based compensation expense of $15 million over a period of four years from the date of the acquisition. This amount is comprised of Yahoo common stock issued to the founders (which had a fair value of $15 million at the acquisition date). The Yahoo common stock held in escrow was issued to the founders, but is subject to forfeiture and will be released over four years from the date of the acquisition provided they remain employees of the Company (or a successor company). The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows (in thousands): Cash acquired $ 6,019 Other tangible assets acquired 12,057 Amortizable intangible assets: Developed technology 17,550 Tradename 1,150 Customer contracts and related relationships 225 Goodwill 131,084 Total assets acquired 168,085 Liabilities assumed (7,503) Total $ 160,582 The amortizable intangible assets have useful lives not exceeding five years and a weighted average useful life of three years. The purchase price of $161 million exceeded the estimated fair value of the tangible and identifiable intangible assets and liabilities acquired and, as a result of the allocation, the Company recorded goodwill of $131 million in connection with this transaction. Goodwill represented the excess of the purchase price over the estimated fair value of the net tangible and identifiable intangible assets acquired and is not deductible for tax purposes. The entire goodwill amount was recorded in the Americas segment and was subsequently impaired during the fourth quarter of 2015 as a result of the impairment testing performed by the Company on its reporting units as of October 31, 2015. Other Acquisitions. The Company’s business combination completed during the nine months ended September 30, 2015 did not have a material impact on the Company’s condensed consolidated financial statements and therefore actual and pro forma disclosures have not been presented. The Company did not make any acquisitions during the nine months ended September 30, 2016. Patent Sale and License Agreement During 2014, the Company entered into a patent sale and license agreement for total cash consideration of $460 million. The total consideration was allocated based on the estimated relative fair value of each of the elements of the agreement: $61 million was allocated to the sale of patents (“Sold Patents”), $135 million to the license to existing patents (“Existing Patents”) and $264 million to the license of patents developed or acquired in the five years following the date the Company entered into the agreement (“Capture Period Patents”). The Company recorded $61 million as a gain on the Sold Patents during 2014. The amounts allocated to the license of the Existing Patents are being recorded as revenue over the four-year payment period under the license when payments are due. The amounts allocated to the Capture Period Patents are being recorded as revenue over the five-year capture period. During both the three and nine months ended September 30, 2015 and 2016, the Company recognized $22 million and $65 million in revenue related to the Existing Patents and the Capture Period Patents. During both the three months ended September 30, 2015 and 2016, the Company did not have any patent sales. During the nine months ended September 30, 2015 and 2016, the Company sold certain patents and recorded a gain on sale of patents of approximately $11 million and $2 million, respectively. Sale of Santa Clara Property On April 21, 2016, the Company entered into a purchase agreement to sell certain property located in Santa Clara, California. The total carrying value of the property assets was $126 million, which mostly pertained to the land, and was reported within the Americas segment. The decision to sell this property was largely based upon a general lack of operational need for the land and recent improvements in market conditions for commercial real estate in the area. The sale under the purchase agreement was finalized on June 16, 2016 for total proceeds of $246 million, net of closing costs of $4 million. During the nine months ended September 30, 2016, the Company recorded a gain of $120 million, net of closing costs, on the sale of the property assets which is included in gain on sale of patents and land in our condensed consolidated statements of operations. Pending Sale of the Operating Business to Verizon Communications Inc. On July 23, 2016, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Verizon Communications Inc. (“Verizon”), pursuant to which the Company has agreed to sell, and Verizon has agreed to purchase (the “Sale”), all of the outstanding shares of Yahoo Holdings, Inc., a newly formed wholly-owned subsidiary of the Company (“Yahoo Holdings”) (and, if elected by Verizon, prior to the sale of Yahoo Holdings to cause Yahoo Holdings to sell to a foreign subsidiary of Verizon all of the equity interests in a foreign subsidiary of Yahoo Holdings that will hold certain foreign subsidiaries relating to the operating business), which, immediately prior to the consummation of the Sale, will own the Company’s operating business. The aggregate consideration to be paid to the Company by Verizon in connection with the Sale is $4,825,800,000 in cash, subject to certain adjustments as provided in the Stock Purchase Agreement. Concurrently with the execution of the Stock Purchase Agreement, the Company entered into a Reorganization Agreement (the “Reorganization Agreement”) with Yahoo Holdings, pursuant to which the Company will transfer to Yahoo Holdings prior to the consummation of the Sale all of its assets and liabilities relating to its operating business, other than specified excluded assets and retained liabilities (the “Reorganization”). Upon completion of the Sale, Verizon will also receive for its benefit and that of its current and certain of its future affiliates, a non-exclusive, worldwide, perpetual, royalty-free license to certain intellectual property not core to the operating business held by Excalibur IP, LLC, a wholly-owned subsidiary of the Company (“Excalibur”), that is not being transferred to Yahoo Holdings with the operating business. The excluded assets include the Company’s cash and marketable securities as of the closing of the Sale, the Company’s shares in Alibaba Group and Yahoo Japan, certain other minority equity investments, and all of the equity in Excalibur. The retained liabilities will include the Notes, securityholder litigation, and certain director and officer indemnification obligations. Following the closing of the Sale, the excluded assets and retained liabilities will remain in Yahoo which will be renamed and will become an independent, publicly traded, management investment company registered under the Investment Company Act of 1940. The closing of the Sale is subject to certain conditions, including, among others, the approval of the Sale by the Company’s stockholders, antitrust approvals, the closing of the Reorganization, and certain other customary closing conditions. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill | Note 5 Goodwill The changes in the carrying amount of goodwill for the nine months ended September 30, 2016 were as follows (in thousands): Americas (1) EMEA (2) Asia Pacific (3) Total Net balance as of January 1, 2016 $ 518,886 $ - $ 289,228 $ 808,114 Goodwill impairment charge (394,901) - - (394,901) Foreign currency translation adjustments - - 24,396 24,396 Net balance as of September 30, 2016 $ 123,985 $ - $ 313,624 $ 437,609 (1) Gross goodwill balance for the Americas segment was $4.4 billion as of September 30, 2016. The Americas segment includes accumulated impairment losses of $4.3 billion as of September 30, 2016. (2) The EMEA segment includes accumulated impairment losses of $1.2 billion as of September 30, 2016. (3) Gross goodwill balance for the Asia Pacific segment was $466 million as of September 30, 2016. The Asia Pacific segment includes accumulated impairment losses of $159 million as of September 30, 2016. Goodwill Impairment Testing Goodwill is not amortized but is tested for impairment annually (as of October 31) at the reporting unit level or whenever the Company identifies certain triggering events or circumstances that would more likely than not reduce the estimated fair value of a reporting unit below its carrying amount. Events or circumstances that might indicate an interim evaluation is warranted include, among other things, unexpected adverse business conditions, regulatory changes, loss of key personnel and reporting unit and macro-economic factors such as deterioration in general economic conditions, limitations on accessing capital, fluctuations in foreign exchange rates, or other developments in equity and credit markets. Goodwill is tested for impairment at the reporting unit level, which is one level below the Company’s operating segments. The Company identified U.S. & Canada, Latin America, and Tumblr as the reporting units below the Americas operating segment; Europe and Middle East as the reporting units below the EMEA operating segment; and Taiwan, Hong Kong, Australia & New Zealand, India & Southeast Asia as the reporting units below the Asia Pacific operating segment. These operating segments are the same as the Company’s reportable segments. Determining the fair value of each reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and operating margins, discount rates and future market conditions, among others. It is reasonably possible that a future decline in market conditions, and/or changes in the Company’s market share could negatively impact the market comparables, estimated future cash flows and discount rates used in the market and income approaches to determine the fair value of each reporting unit and could result in some portion or all of the remaining goodwill to become impaired in the future. After recording the goodwill impairment charge as of October 31, 2015 for Tumblr during the fourth quarter of 2015, the fair value of the Tumblr reporting unit approximated its carrying value. As such, any significant unfavorable changes in the forecast would result in the fair value being less than the carrying value. Goodwill Impairment Testing Performed During the Second Quarter of 2016 Subsequent to the most recent annual goodwill impairment assessment performed as of October 31, 2015, the Company has continued to monitor the actual performance of its reporting units. During the second quarter of 2016, the Company determined that there were indicators present to suggest that it was more likely than not that the fair value of the Tumblr reporting unit was less than its carrying amount. The significant changes for the Tumblr reporting unit subsequent to the annual goodwill impairment test performed as of October 31, 2015 included a decline in the 2016 and beyond forecasted revenue, operating income and cash flows. Step One To test the Tumblr reporting unit for impairment, the Company used the two-step quantitative test. Consistent with methodology used for the prior year’s annual goodwill impairment testing, the Company estimated the fair value of the Tumblr reporting unit using an income approach which was deemed to be the most indicative of fair value in an orderly transaction between market participants. Under the income approach, the Company determined fair value based on estimated future cash flows of the Tumblr reporting unit discounted by an estimated weighted-average cost of capital, reflecting the overall level of inherent risk of the Tumblr reporting unit and the rate of return an outside investor would expect to earn. The Company based its cash flow projections for the Tumblr reporting unit using a forecast of cash flows and a terminal value based on the Perpetuity Growth Model. The forecast and related assumptions were derived from an updated financial forecast prepared during the second quarter of 2016. As a result of the analysis, the Company concluded that the carrying value of the Tumblr reporting unit exceeded its estimated fair value. Step Two As identified above, in step one, the Tumblr reporting unit’s carrying value exceeded its estimated fair value. The second step of the quantitative test was performed by comparing the carrying value of the goodwill in the Tumblr reporting unit to its implied fair value. The implied fair value is calculated by allocating all of the assets and liabilities of the Tumblr reporting unit, including any unrecognized intangible assets, in a hypothetical analysis that calculates the implied fair value of goodwill in the same manner as if the reporting unit was being acquired in a business combination. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. The step two quantitative test for the Tumblr reporting unit resulted in an impairment for the Tumblr reporting unit, and the Company recorded a goodwill impairment charge of $395 million during the second quarter of 2016. The remaining goodwill related to the Tumblr reporting unit as of September 30, 2016 was $124 million, which is included in the Americas operating segment. As of September 30, 2016, there was also goodwill remaining for Taiwan, Hong Kong, and Australia & New Zealand reporting units, which are included in the Asia Pacific operating segment. As noted above, the Company recorded goodwill impairment charges in the Tumblr reporting unit during the second quarter of 2016. It is reasonably possible that future changes in judgments, assumptions and estimates we made in assessing the fair value of goodwill could cause us to consider some portion or all of the remaining goodwill of the Tumblr reporting unit to become impaired. For example, a future decline in market conditions, changes in our market share, and/or other factors could negatively impact the estimated future cash flows and discount rates used in the income approach to determine the fair value of the Tumblr reporting unit and could result in one or more additional impairment charges in the future . |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2016 | |
Intangible Assets, Net | Note 6 Intangible Assets, Net The following table summarizes the Company’s intangible assets, net (in thousands): December 31, 2015 September 30, 2016 Gross Carrying Accumulated Impairment Net Amount Amortization (*) Charge Net Customer, affiliate, and advertiser related relationships $ 220,055 $ 350,911 $ (170,517) $ (66,680) $ 113,714 Developed technology and patents 86,909 128,732 (73,358) - 55,374 Tradenames, trademarks, and domain names 40,305 66,631 (33,066) (20,655) 12,910 Total intangible assets, net $ 347,269 $ 546,274 $ (276,941) $ (87,335) $ 181,998 (*) Cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying entities, totaled approximately $18 million as of September 30, 2016. As a result of the impairment testing performed in the fourth quarter of 2015, the entire carrying value of the indefinite-lived intangible assets were fully impaired as of December 31, 2015 and the Company did not purchase any indefinite-lived intangibles during the nine months ended September 30, 2016. As of September 30, 2016, the Company only had definite-lived intangible assets. For the three months ended September 30, 2015 and 2016, the Company recognized amortization expense for intangible assets of $34 million and $20 million, respectively, including $14 million and $9 million in cost of revenue — other for the three months ended September 30, 2015 and 2016, respectively. For the nine months ended September 30, 2015 and 2016, the Company recognized amortization expense for intangible assets of $102 million and $80 million, respectively, including $42 million and $33 million in cost of revenue — other for the nine months ended September 30, 2015 and 2016, respectively. Based on the current amount of intangibles subject to amortization, the estimated amortization expense for the remainder of 2016 and each of the succeeding years is as follows: three months ending December 31, 2016: $20 million; 2017: $76 million; 2018: $55 million; 2019: $30 million; 2020 and cumulatively thereafter: $1 million. Intangibles Impairment Testing Definite-lived intangible assets are carried at cost and are amortized over their estimated useful lives, generally on a straight-line basis over one to seven years as the pattern of use is ratable. The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of impairment losses on definite-lived intangible assets are based on the excess of the carrying value of the asset over its fair value. Intangibles Impairment Testing Performed During the Second Quarter of 2016 During the second quarter of 2016, the Company reviewed its Tumblr asset group for impairment as there were events and changes in circumstances that indicated that the carrying value of the long-lived assets may not be recoverable. As a result, the Company performed a quantitative test comparing the fair value of the Tumblr long-lived assets with the carrying amounts and recorded an impairment charge of $87 million associated with its definite-lived intangible assets, which were included within customer, affiliate, and advertiser related relationships and tradenames, trademarks, and domain names. |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) Attributable to Yahoo! Inc. Common Stockholders Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Basic and Diluted Net Income (Loss) Attributable to Yahoo! Inc. Common Stockholders Per Share | Note 7 Basic and Diluted Net Income (Loss) Attributable to Yahoo! Inc. Common Stockholders Per Share Basic and diluted net income (loss) attributable to Yahoo! Inc. common stockholders per share is computed using the weighted average number of common shares outstanding during the period, excluding net income attributable to participating securities (restricted stock units granted under the Directors’ Stock Plan (the “Directors’ Plan”)). Diluted net income (loss) per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares are calculated using the treasury stock method and consist of unvested restricted stock and the incremental common shares issuable upon the exercise of stock options. The Company calculates potential tax windfalls and shortfalls by including the impact of deferred tax assets. The Company takes into account the effect on consolidated net income (loss) per share of dilutive securities of entities in which the Company holds equity interests that are accounted for using the equity method. Potentially dilutive securities representing approximately 14 million and 6 million shares of common stock for the three and nine months ended September 30, 2015, respectively, and 2 million shares of common stock for the three months ended September 30, 2016 were excluded from the computation of diluted earnings per share for these periods because their effect would have been anti-dilutive. The Company has the option to pay cash, issue shares of common stock or any combination thereof for the aggregate amount due upon conversion of the Notes. The Company’s intent is to settle the principal amount of the Notes in cash upon conversion. As a result, upon conversion of the Notes, only the amounts payable in excess of the principal amounts of the Notes are considered in diluted earnings per share under the treasury stock method. The denominator for diluted net income (loss) per share also does not include any effect from the note hedges. In future periods, the denominator for diluted net income (loss) per share will exclude any effect of the note hedges, if their effect would be anti-dilutive. In the event an actual conversion of any or all of the Notes occurs, the shares that would be delivered to the Company under the note hedges are designed to reduce the dilutive effect of the shares that the Company would issue under the Notes. See Note 11—“Convertible Notes” for additional information. The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Basic: Numerator: Net income (loss) attributable to Yahoo! Inc. $ 76,261 $ 162,826 $ 75,905 $ (376,319) Less: Net income allocated to participating securities - (2) - - Net income (loss) attributable to Yahoo! Inc. common stockholders — basic $ 76,261 $ 162,824 $ 75,905 $ (376,319) Denominator: Weighted average common shares 940,822 951,421 937,713 948,524 Net income (loss) attributable to Yahoo! Inc. common stockholders per share—basic $ 0.08 $ 0.17 $ 0.08 $ (0.40) Diluted: Numerator: Net income (loss) attributable to Yahoo! Inc. $ 76,261 $ 162,826 $ 75,905 $ (376,319) Less: Net income allocated to participating securities - (2) - - Less: Effect of dilutive securities issued by equity investees (1,112 ) (1,282) (3,431 ) - Net income (loss) attributable to Yahoo! Inc. common stockholders—diluted $ 75,149 $ 161,542 $ 72,474 $ (376,319) Denominator: Denominator for basic calculation 940,822 951,421 937,713 948,524 Weighted average effect of Yahoo! Inc. dilutive securities: Restricted stock units 4,551 4,373 5,155 - Stock options and employee stock purchase plan 1,561 1,510 1,292 - Denominator for diluted calculation 946,934 957,304 944,160 948,524 Net income (loss) attributable to Yahoo! Inc. common stockholders per share—diluted $ 0.08 $ 0.17 $ 0.08 $ (0.40 ) |
Investments in Equity Interests
Investments in Equity Interests Accounted for Using the Equity Method of Accounting | 9 Months Ended |
Sep. 30, 2016 | |
Investments in Equity Interests Accounted for Using the Equity Method of Accounting | Note 8 Investments in Equity Interests Accounted for Using the Equity Method of Accounting The following table summarizes the Company’s investments in equity interests accounted for using the equity method of accounting (dollars in thousands): December 31, Percent September 30, Percent Yahoo Japan $ 2,496,657 35.5% $ 3,020,804 35.5% Other 6,572 20% - - Total $ 2,503,229 $ 3,020,804 Equity Investment in Yahoo Japan The investment in Yahoo Japan is accounted for using the equity method and the total investment, including net tangible assets, identifiable intangible assets, and goodwill, is classified as part of the investments in equity interests balance on the Company’s condensed consolidated balance sheets. The Company records its share of the results of Yahoo Japan, and any related amortization expense, one quarter in arrears within earnings in equity interests in the condensed consolidated statements of operations. The Company makes adjustments to the earnings in equity interests line in the condensed consolidated statements of operations for any material differences between U.S. GAAP and International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board, the standards by which Yahoo Japan’s financial statements are prepared. The fair value of the Company’s ownership interest in the common stock of Yahoo Japan, based on the quoted stock price, was $8.1 billion as of September 30, 2016. During the nine months ended September 30, 2015 and 2016, the Company received cash dividends from Yahoo Japan in the amount of $142 million and $157 million, net of withholding taxes, respectively, which were recorded as reductions to the Company’s investment in Yahoo Japan. The following tables present summarized financial information derived from Yahoo Japan’s consolidated financial statements, which are prepared on the basis of IFRS. The Company has made adjustments to the Yahoo Japan summarized financial information to address differences between IFRS and U.S. GAAP that materially impact the summarized financial information below. Any other differences between U.S. GAAP and IFRS did not have any material impact on the Yahoo Japan’s summarized financial information presented below: Three Months Ended Nine Months Ended June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 (In thousands) Operating data: Revenue $ 911,735 $ 1,126,615 $ 2,840,393 $ 3,147,894 Gross profit $ 712,561 $ 875,570 $ 2,254,511 $ 2,461,125 Income from operations $ 402,865 $ 466,435 $ 1,266,084 $ 1,040,561 Net income $ 274,567 $ 324,820 $ 836,081 $ 700,785 Net income attributable to Yahoo Japan $ 273,636 $ 325,553 $ 832,611 $ 705,449 September 30, June 30, 2015 2016 (In thousands) Balance sheet data: Current assets $ 6,150,688 $ 6,377,258 Long-term assets $ 2,430,699 $ 4,094,564 Current liabilities $ 2,003,960 $ 2,456,712 Long-term liabilities $ 245,834 $ 314,035 Noncontrolling interests $ 165,601 $ 191,735 Under technology and trademark license and other commercial arrangements with Yahoo Japan, the Company records revenue from Yahoo Japan based on a percentage of advertising revenue earned by Yahoo Japan. The Company recorded revenue from Yahoo Japan of approximately $57 million and $68 million for the three months ended September 30, 2015 and 2016, respectively, and approximately $172 million and $190 million for the nine months ended September 30, 2015 and 2016, respectively. As of December 31, 2015 and September 30, 2016, the Company had net receivable balances from Yahoo Japan of approximately $37 million and $48 million, respectively. Alibaba Group Equity Investment in Alibaba Group . Technology and Intellectual Property License Agreement (the “TIPLA”). |
Foreign Currency Derivative Fin
Foreign Currency Derivative Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Foreign Currency Derivative Financial Instruments | Note 9 Foreign Currency Derivative Financial Instruments The Company uses derivative financial instruments, primarily forward contracts (and previously including option contracts), to mitigate risk associated with adverse movements in foreign currency exchange rates. The Company records all derivatives in the condensed consolidated balance sheets at fair value, with assets included in prepaid expenses and other current assets or other long-term assets, and liabilities included in accrued expenses and other current liabilities or other long-term liabilities. The Company’s accounting treatment for these instruments is based on whether or not the instruments are designated as a hedging instrument. The effective portions of net investment hedges are recorded in other comprehensive loss as a part of the cumulative translation adjustment. The effective portions of cash flow hedges are recorded in accumulated other comprehensive income until the hedged item is recognized in revenue on the condensed consolidated statements of operations when the underlying hedged revenue is recognized. Any ineffective portions of net investment hedges and cash flow hedges are recorded in other expense, net on the Company’s condensed consolidated statements of operations. For balance sheet hedges, changes in the fair value are recorded in other expense, net on the Company’s condensed consolidated statements of operations. The Company has master netting arrangements, which are designed to reduce credit risk by permitting net settlement of foreign exchange contracts with the same counterparty, subject to applicable requirements. The Company presents its derivative assets and liabilities at their gross fair values on the condensed consolidated balance sheets. The Company is not required to pledge, and is not entitled to receive, cash collateral related to these derivative transactions. Designated as Hedging Instruments Net Investment Hedges. Cash Flow Hedges. Not Designated as Hedging Instruments Balance Sheet Hedges. Notional amounts of the Company’s outstanding derivative contracts as of December 31, 2015 and September 30, 2016 were as follows (in millions): December 31, September 30, 2015 2016 Derivatives designated as hedging instruments: Net investment hedge forward and option contracts $ 1,150 $ 200 Cash flow hedge forwards $ 75 $ 37 Derivatives not designated as hedging instruments: Balance sheet hedges $ 225 $ 80 Foreign currency derivative activity for the nine months ended September 30, 2015 was as follows (in millions): Gain (Loss) Gain Gain (Loss) Recorded in (Loss) Settlement Recorded in Other Recorded Beginning Payment Other Expense, Comprehensive in Ending Fair Fair Value (Receipt), Net Net (Loss) Income Revenue Value Derivatives designated as hedging instruments: Net investment hedges $ 185 $ (92 ) $ 1 $ 7 (*) $ - $ 101 Cash flow hedges $ 8 $ (1 ) $ (1 ) $ (3 ) $ (2 ) $ 1 Derivatives not designated as hedging instruments: Balance sheet hedges $ 4 $ (22 ) $ 17 $ - $ - $ (1) (*) This amount does not reflect the tax impact of $3 million recorded during the nine months ended September 30, 2015. The $4 million after tax impact of the gain recorded within other comprehensive (loss) income was included in accumulated other comprehensive income on the Company’s condensed consolidated balance sheets. Foreign currency derivative activity for the nine months ended September 30, 2016 was as follows (in millions): Gain (Loss) Gain Gain (Loss) Recorded in (Loss) Settlement Recorded in Other Recorded Beginning Payment Other Expense, Comprehensive in Ending Fair Fair Value (Receipt), Net Net (Loss) Income Revenue Value Derivatives designated as hedging instruments: Net investment hedges $ 74 $ (30 ) $ - $ (84 ) (*) $ - $ (40) Cash flow hedges $ 2 $ 2 $ (1 ) $ (4 ) $ (5 ) $ (6) Derivatives not designated as hedging instruments: Balance sheet hedges $ 2 $ (4 ) $ 2 $ - $ - $ - (*) This amount does not reflect the tax impact of $30 million recorded during the nine months ended September 30, 2016. The $54 million after tax impact of the loss recorded within other comprehensive (loss) income was included in accumulated other comprehensive income on the Company’s condensed consolidated balance sheets. Foreign currency derivative contracts balance sheet location and ending fair value was as follows (in millions): Balance Sheet December 31, September 30, Location 2015 2016 Derivatives designated as hedging instruments: Net investment hedges Asset (1) $ 79 $ - Liability (2) $ (5 ) $ (40) Cash flow hedges Asset (1) $ 2 $ - Liability (2) $ - $ (6) Derivatives not designated as hedging instruments: Balance sheet hedges Asset (1) $ 3 $ - Liability (2) $ (1 ) $ - (1) Included in prepaid expenses and other current assets or other long-term assets and investments on the condensed consolidated balance sheets. (2) Included in other accrued expenses and current liabilities or other long-term liabilities on the condensed consolidated balance sheets. |
Credit Agreement
Credit Agreement | 9 Months Ended |
Sep. 30, 2016 | |
Credit Agreement | Note 10 Credit Agreement On May 18, 2016, the Company delivered notice to Citibank to terminate its credit agreement with Citibank, N.A., as Administrative Agent, entered into on October 19, 2012 (as amended on October 10, 2013, October 9, 2014, and July 24, 2015, the “Credit Agreement”) which provided for a $750 million unsecured revolving credit facility. The termination of the Credit Agreement and $750 million unsecured revolving credit facility provided thereunder took effect on May 23, 2016. |
Convertible Notes
Convertible Notes | 9 Months Ended |
Sep. 30, 2016 | |
Convertible Notes | Note 11 Convertible Notes 0.00% Convertible Senior Notes As of September 30, 2016, the Company had $1.4 billion in principal amount of Notes outstanding. The Notes are senior unsecured obligations of Yahoo, the Notes do not bear regular interest, and the principal amount of the Notes was issued at par value. The Notes mature on December 1, 2018, unless previously purchased or converted in accordance with their terms prior to such date. The Company may not redeem the Notes prior to maturity. However, holders of the Notes may convert them at certain times and upon the occurrence of certain events in the future, as outlined in the indenture governing the Notes (the “Indenture”). Holders of the Notes who convert in connection with a “make-whole fundamental change,” as defined in the Indenture, may require Yahoo to purchase for cash all or any portion of their Notes at a purchase price equal to 100 percent of the principal amount, plus accrued and unpaid special interest as defined in the Indenture, if any. The Notes are convertible, subject to certain conditions, into shares of Yahoo common stock at an initial conversion rate of 18.7161 shares per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $53.43 per share), subject to adjustment upon the occurrence of certain events. Upon conversion of the Notes, holders will receive cash, shares of Yahoo’s common stock or a combination thereof, at Yahoo’s election. The Company’s intent is to settle the principal amount of the Notes in cash upon conversion. If the conversion value exceeds the principal amount, the Company would deliver shares of its common stock with respect to the remainder of its conversion obligation in excess of the aggregate principal amount (conversion spread). As of September 30, 2016, none of the conditions allowing holders of the Notes to convert had been met. The Notes consist of the following (in thousands): December 31, September 30, 2015 2016 Liability component: Principal $ 1,437,500 $ 1,437,500 Less: note discount (204,015) (154,498) Net carrying amount $ 1,233,485 $ 1,283,002 Equity component (*) $ 305,569 $ 305,569 (*) Recorded on the condensed consolidated balance sheets within additional paid-in capital. The following table sets forth total interest expense recognized related to the Notes (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2016 2015 2016 Accretion of convertible note discount $ 15,867 $ 16,723 $ 46,984 $ 49,517 The fair value of the Notes, which was determined based on inputs that are observable in the market (Level 2), and the carrying value of debt instruments (carrying value excludes the equity component of the Notes classified in equity) were as follows (in thousands): December 31, 2015 September 30, 2016 Fair Value Carrying Value Fair Value Carrying Value Convertible senior notes $ 1,250,124 $ 1,233,485 $ 1,310,293 $ 1,283,002 Note Hedge Transactions and Warrant Transactions The Company entered into note hedge transactions with certain option counterparties (the “Counterparties”) to reduce the potential dilution with respect to Yahoo’s common stock upon conversion of the Notes or offset any cash payment the Company is required to make in excess of the principal amount of converted Notes. Separately, the Company also entered into privately negotiated warrant transactions with the Counterparties giving them the right to purchase common stock from the Company. The warrant transactions could separately have a dilutive effect with respect to Yahoo’s common stock to the extent that the market price per share of its common stock exceeds the strike price of the warrants. The initial strike price of the warrants was $71.24. Counterparties to the warrants may make adjustments to certain terms of the warrants upon the occurrence of specified events, including the announcement of the Stock Purchase Agreement, if the event results in a material change to the trading price of Yahoo’s common stock or the value of the warrants. To date, two Counterparties have given the Company notices of adjustment to their warrant exercise prices. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies | Note 12 Commitments and Contingencies Lease Commitments. Gross Operating Commitments Sublease Net Operating Commitments Three months ending December 31, 2016 $ 31 $ (4) $ 27 Years ending December 31, 2017 98 (15) 83 2018 76 (12) 64 2019 61 (9) 52 2020 47 (7) 40 2021 38 (6) 32 Due after 5 years 86 (2) 84 Total gross and net lease commitments $ 437 $ (55) $ 382 Capital Lease Commitments Three months ending December 31, 2016 $ 4 Years ending December 31, 2017 11 2018 9 2019 5 2020 - 2021 - Due after 5 years 3 Gross capital lease commitments $ 32 Less: interest 6 Net capital lease commitments included in other accrued expenses and current liabilities and $ 26 Affiliate Commitments . Non-cancelable Obligations . Intellectual Property Rights . Note Payable Obligations. Standby Letters of Credit. Other Commitments . As of September 30, 2016, the Company did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Accordingly, the Company is not exposed to any financing, liquidity, market, or credit risk that could arise if the Company had such relationships. In addition, the Company identified no variable interests currently held in entities for which it is the primary beneficiary. Legal Contingencies Patent Matters. Stockholder and Securities Matters. Cathy Buch v. David Filo, et al On January 27, 2016, a stockholder action captioned UCFW Local 1500 Pension Fund v. Marissa Mayer, et al TCPA Litigation Concerning Yahoo Messenger. General. The Company has determined, based on current knowledge, that the amount or range of reasonably possible losses, including reasonably possible losses in excess of amounts already accrued, is not reasonably estimable with respect to certain matters described above. The Company has also determined, based on current knowledge, that the aggregate amount or range of losses that are estimable with respect to the Company’s legal proceedings, including the matters described above, would not have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. Amounts accrued as of September 30, 2016 were not material. The ultimate outcome of legal proceedings involves judgments, estimates and inherent uncertainties, and cannot be predicted with certainty. In the event of a determination adverse to Yahoo, its subsidiaries, directors, or officers in these matters, the Company may incur substantial monetary liability, and be required to change its business practices. Either of these events could have a material adverse effect on the Company’s financial position, results of operations, or cash flows. The Company may also incur substantial legal fees, which are expensed as incurred, in defending against these claims. Security Incident Contingencies On September 22, 2016, the Company disclosed that, based on an ongoing investigation, a copy of certain user account information for at least 500 million user accounts was stolen from Yahoo’s network in late 2014 (the “Security Incident”). To date, 23 putative consumer class action lawsuits have been filed against the Company in U.S. federal and state courts, and in foreign courts relating to the Security Incident. The plaintiffs, who purport to represent various classes of users, generally claim to have been harmed by the Company’s alleged actions and/or omissions in connection with the Security Incident and assert a variety of common law and statutory claims seeking monetary damages or other related relief. Additional lawsuits and claims related to the Security Incident may be asserted by or on behalf of users, partners, shareholders, or others seeking damages or other related relief. While a loss from these matters is reasonably possible, the Company cannot reasonably estimate a range of possible losses related to these legal proceedings at this time because the investigation into the Security Incident is ongoing, the legal proceedings remain in the early stages, alleged damages have not been specified, there is uncertainty as to the likelihood of a class or classes being certified or the ultimate size of any class if certified, and there are significant factual and legal issues to be resolved. Based on current information, the Company does not believe that a loss from these matters is probable and therefore has not recorded an accrual for litigation or other contingencies relating to the Security Incident. The Company will continue to evaluate information as it becomes known and will record an accrual for estimated losses at the time or times it is determined that a loss is both probable and reasonably estimable. |
Stockholders' Equity and Employ
Stockholders' Equity and Employee Benefits | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity and Employee Benefits | Note 13 Stockholders’ Equity and Employee Benefits Stock Options . Shares Weighted Average Outstanding at December 31, 2015 (1) 6,522 $ 18.82 Options granted - $ - Options exercised (2) (1,080) $ 14.36 Options expired (433) $ 18.55 Options cancelled/forfeited (369) $ 18.23 Outstanding at September 30, 2016 (1) 4,640 $ 19.93 (1) Includes shares subject to performance-based stock options for which performance goals had not been set as of the date shown. (2) The Company generally issues new shares to satisfy stock option exercises. As of September 30, 2016, there was $12 million of unamortized stock-based compensation expense related to unvested stock options, which is expected to be recognized over a weighted average period of 0.9 years. Restricted Stock and Restricted Stock Units. Shares Weighted Average Fair Value Per Share Awarded and unvested at December 31, 2015 (1) 28,739 $ 39.15 Granted (2) 14,497 $ 34.39 Vested (11,386) $ 31.95 Forfeited (6,144) $ 35.80 Awarded and unvested at September 30, 2016 (1) 25,706 $ 40.46 (1) Includes the maximum number of shares issuable under the Company’s performance-based restricted stock unit awards (including future-year tranches for which performance goals had not been set) as of the date shown. (2) Includes the maximum number of shares issuable under the performance-based restricted stock unit awards granted during the nine months ended September 30, 2016 (including future-year tranches for which performance goals had not been set during the period); excludes tranches of previously granted performance-based restricted stock units for which performance goals were set during the nine months ended September 30, 2016. As of September 30, 2016, there was $602 million of unamortized stock-based compensation expense related to unvested restricted stock and restricted stock units, which is expected to be recognized over a weighted average period of 2.4 years. During the nine months ended September 30, 2015 and 2016, 13.8 million shares and 11.4 million shares, respectively, that were subject to previously granted restricted stock units, vested. These vested restricted stock units were net share settled. During the nine months ended September 30, 2015 and 2016, the Company withheld 5.3 million shares and 4.2 million shares, respectively, based upon the Company’s closing stock price on the vesting date, to satisfy the Company’s tax withholding obligation relating to the employees’ minimum statutory obligation for the applicable income and other employment taxes. The Company then remitted cash to the appropriate taxing authorities. Total payments for the employees’ tax obligations to the relevant taxing authorities were $216 million and $157 million, respectively, for the nine months ended September 30, 2015 and 2016 and are reflected as a financing activity within the condensed consolidated statements of cash flows. The payments were used for tax withholdings related to the net share settlements of restricted stock units. The payments had the effect of share repurchases by the Company as they reduced the number of shares that would have otherwise been issued on the vesting date and were recorded as a reduction of additional paid-in capital. Performance Options . Performance RSUs . Stock Repurchases . |
Restructuring Charges, Net
Restructuring Charges, Net | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring Charges, Net | Note 14 Restructuring Charges, Net Restructuring charges, net consists of employee severance pay and related costs, accelerations of stock-based compensation expense, facility restructuring costs, contract termination and other non-cash charges associated with the exit of facilities, as well as reversals of restructuring charges arising from changes in estimates. Restructuring charges, net was comprised of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2016 2015 2016 Employee severance pay and related costs $ 16,597 $ 6,772 $ 67,746 $ 56,620 Non-cancelable lease, contract termination, and other charges 11,103 4,368 33,123 24,302 Reversals of previous charges (2,590) (1,029) (6,611) (2,947) Non-cash accelerations of stock-based compensation expense - - 2,705 7,374 Other non-cash (credits) charges, net 902 (149) (31) 1,227 Restructuring charges, net $ 26,012 $ 9,962 $ 96,932 $ 86,576 The Company has implemented multiple restructuring plans to reduce its cost structure, align resources with its product strategy and improve efficiency, which have resulted in workforce reductions and the consolidation of certain real estate facilities and data centers. For the three months ended September 30, 2015, the Company recorded expense of $9 million and $17 million related to the Americas and EMEA, respectively. For the nine months ended September 30, 2015, the Company recorded expense of $62 million, $31 million, and $4 million related to the Americas, EMEA, and Asia Pacific segments, respectively. For the three months ended September 30, 2016, the Company recorded expense of $5 million and $5 million related to the Americas and EMEA segments, respectively. For the nine months ended September 30, 2016, the Company recorded expense of $65 million, $18 million, and $4 million related to the Americas, EMEA, and Asia Pacific segments, respectively. The amounts recorded during the nine months ended September 30, 2016 were primarily related to the Company’s announced plans in February 2016 to reduce the Company’s workforce by approximately 15 percent by the end of 2016 and exit six offices in Dubai, Mexico City, Buenos Aires, Madrid, Milan and Burbank, California, subject to applicable laws and consultation processes, as a part of the strategic plan to simplify Yahoo’s product portfolio. During the three months ended September 30, 2016, in connection with this action, the Company incurred pre-tax cash charges of $1 million for severance pay expenses and related cash expenditures and pre-tax cash charges of $1 million related to the consolidation and exit of facilities related to non-cancelable lease costs and other related costs. During the nine months ended September 30, 2016, in connection with this action, the Company incurred pre-tax cash charges of $47 million for severance pay expenses and related cash expenditures, pre-tax cash charges of $17 million related to the consolidation and exit of facilities related to non-cancelable lease costs and other related costs, pre-tax non-cash charges of $7 million related to stock-based compensation expense and less than $1 million related to impairment costs. The Company’s restructuring accrual activity for the nine months ended September 30, 2016 is summarized as follows (in thousands): Accrual balance as of December 31, 2015 $ 65,891 Restructuring charges 86,576 Cash paid (90,078) Non-cash accelerations of stock-based compensation expense (7,374) Foreign currency translation and other adjustments (1,012) Accrual balance as of September 30, 2016 $ 54,003 The $54 million restructuring liability as of September 30, 2016 consisted of $8 million for employee severance expenses, which the Company expects to pay out by the end of the second quarter of 2017, and $46 million related to non-cancelable lease costs, which the Company expects to pay over the terms of the related obligations through the fourth quarter of 2025, less estimated sublease income. The restructuring accruals by segment consisted of the following (in thousands): December 31, September 30, Americas $ 47,054 $ 44,499 EMEA 18,389 9,264 Asia Pacific 448 240 Total restructuring accruals $ 65,891 $ 54,003 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Taxes | Note 15 Income Taxes The Company’s effective tax rate is the result of the mix of income earned and losses incurred in various tax jurisdictions that apply a broad range of income tax rates. Historically, the Company’s provision for income taxes has differed from the tax computed at the U.S. federal statutory income tax rate due to state taxes, the effect of non-U.S. operations, non-deductible stock-based compensation expense, non-deductible acquisition-related costs, and adjustments to unrecognized tax benefits. The Company recorded an income tax benefit of $93 million and $106 million for the three months ended September 30, 2015 and 2016, respectively. The Company recorded an income tax benefit of $76 million and $125 million for the nine months ended September 30, 2015 and 2016, respectively. For the three and nine months ended September 30, 2015, the income tax benefit was primarily a result of the Company’s loss before income taxes and earnings in equity interests. The income tax benefit for the three months ended September 30, 2016 included tax expense associated with the Company’s intention to repatriate earnings from its wholly-owned foreign subsidiaries, offset by the benefit of foreign tax credits and the Company’s loss before income taxes and earnings in equity interest. In addition, the tax benefit for the nine months ended September 30, 2016 also included tax expenses associated with gain from sale of the Company’s real estate property in Santa Clara, California, offset by tax benefits from Tumblr intangible assets impairment charge. As of September 30, 2016, the Company intends to repatriate cumulative and future earnings from its wholly-owned foreign subsidiaries. The tax implications of this repatriation (namely a $149 million increase to U.S. taxable income with an associated $66 million U.S. tax credit for foreign income taxes that have been paid on such earnings) have been included in the Company’s income tax benefit for the three and nine months ended September 30, 2016. The Company does not have a plan to repatriate approximately $3.1 billion of earnings related to its equity method investment in Yahoo Japan. If those earnings were to be repatriated in the future, the Company may be subject to additional U.S. income taxes (subject to an adjustment for foreign tax credits). It is not practicable to determine the income tax liability that might be incurred if these earnings were to be repatriated. During the nine months ended September 30, 2016, the Company received a cash tax refund of $190 million associated with the Company’s claim to carry back its 2015 losses and tax attributes to earlier taxable years. The Company’s gross amount of unrecognized tax benefits as of September 30, 2016 was $1.1 billion, of which $1.0 billion is recorded on the condensed consolidated balance sheets. The gross unrecognized tax benefits as of September 30, 2016 decreased by $8 million from the recorded balance as of December 31, 2015. The decrease is mainly related to audit settlements for prior tax years. The Company is in various stages of examination and appeal in connection with its taxes both in the United States and in foreign jurisdictions. Those audits generally span tax years 2005 through 2014. As of September 30, 2016, the Company’s 2011 through 2013 U.S. federal income tax returns are currently under examination. The Company has appealed the California Franchise Tax Board’s proposed adjustments to the 2005 through 2008 returns, but no formal conclusions have been received to date. While it is difficult to determine when the examinations will be settled or their final outcomes, certain examinations in various jurisdictions are expected to be resolved in the foreseeable future. The Company believes that it has adequately provided for any reasonably foreseeable adverse adjustment to its tax returns and that any settlement will not have a material adverse effect on its consolidated financial position, results of operations, or cash flows. It is reasonably possible that the Company’s unrecognized tax benefits could be reduced by up to approximately $24 million in the next twelve months. In the nine months ended September 30, 2015, the Company satisfied the $3.3 billion income tax liability related to the sale by Yahoo! Hong Kong Holdings Limited, the Company’s wholly-owned subsidiary, of Alibaba Group American Depositary Shares (“ADSs”) in the Alibaba Group IPO on September 24, 2014. As of September 30, 2016 the Company accrued deferred tax liabilities of $16.4 billion associated with the 384 million ordinary shares of Alibaba Group (“Alibaba Group shares”) retained by the Company. Such deferred tax liabilities are subject to periodic adjustments due to changes in the fair value of the Alibaba Group shares. The Company may have additional tax liabilities in China related to the sale to Alibaba Group of 523 million Alibaba Group shares that took place during the year ended December 31, 2012 and related to the sale of the 140 million Alibaba Group ADSs sold in the Alibaba Group IPO that took place during the year ended December 31, 2014. Any taxes assessed and paid in China are expected to be ultimately offset and recovered in the United States through the use of foreign tax credits. Tax authorities from the Brazilian State of Sao Paulo have assessed certain indirect taxes against the Company’s Brazilian subsidiary, Yahoo! do Brasil Internet Ltda., related to online advertising services. The assessment is for calendar years 2008 through 2011 and as of September 30, 2016 totals approximately $115 million. The Company currently believes the assessment is without merit. The Company believes the risk of loss is remote and has not recorded an accrual for the assessment. |
Segments
Segments | 9 Months Ended |
Sep. 30, 2016 | |
Segments | Note 16 Segments The Company continues to manage its business geographically. The primary areas of measurement and decision-making are Americas, EMEA (Europe, Middle East, and Africa), and Asia Pacific. Management relies on an internal reporting process that provides revenue, revenue ex-TAC (which is defined as revenue less cost of revenue—TAC), direct costs excluding TAC by segment, and consolidated loss from operations for making decisions related to the evaluation of the financial performance of, and allocating resources to, the Company’s segments. The following tables present summarized information by segment (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Revenue by segment (1) Americas $ 987,374 $ 1,058,416 $ 2,964,305 $ 2,975,023 EMEA 79,614 98,654 246,530 278,711 Asia Pacific 158,685 148,136 484,073 446,261 Total Revenue $ 1,225,673 $ 1,305,206 $ 3,694,908 $ 3,699,995 TAC by segment (1) Americas $ 201,855 $ 394,838 $ 549,332 $ 1,012,903 EMEA 12,745 41,948 37,399 96,787 Asia Pacific 8,629 10,751 19,867 32,096 Total TAC $ 223,229 $ 447,537 $ 606,598 $ 1,141,786 Revenue ex-TAC by segment: Americas $ 785,519 $ 663,578 $ 2,414,973 $ 1,962,120 EMEA 66,869 56,706 209,131 181,924 Asia Pacific 150,056 137,385 464,206 414,165 Total Revenue ex-TAC 1,002,444 857,669 3,088,310 2,558,209 Direct costs by segment (2) Americas 74,495 63,069 214,079 201,343 EMEA 23,196 7,587 63,947 47,090 Asia Pacific 47,214 45,607 149,766 137,399 Global operating costs (3) 613,302 539,403 1,942,565 1,676,710 Gain on sale of patents and land - - (11,100) (121,559) Asset impairment charge 41,699 - 41,699 - Goodwill impairment charge - - - 394,901 Intangible assets impairment charge - - - 87,335 Depreciation and amortization 152,412 115,468 457,630 388,360 Stock-based compensation expense 110,426 128,892 351,252 369,263 Restructuring charges, net 26,012 9,962 96,932 86,576 Loss from operations $ (86,312) $ (52,319) $ (218,460) $ (709,209) (1) Commencing in the second quarter of 2016, TAC payments related to the Microsoft Search Agreement, which previously would have been recorded as a reduction to revenue, began to be recorded as cost of revenue—TAC due to a required change in revenue presentation. See Note 1—“The Company and Summary of Significant Accounting Policies” and Note 17—“Microsoft Search Agreement” for additional information. (2) Direct costs for each segment include certain cost of revenue—other and costs associated with the local sales teams. Prior to the second quarter of 2016, certain account management costs associated with Yahoo Properties were managed locally and included as direct costs for each segment. Prior period amounts have been revised to conform to the current presentation. (3) Global operating costs include product development, marketing, real estate workplace, general and administrative, account management costs, and other corporate expenses that are managed on a global basis and that are not directly attributable to any particular segment. Beginning in the second quarter of 2016, certain account management costs associated with Yahoo Properties are managed globally and included as global costs. Prior period amounts have been revised to conform to the current presentation. Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Capital expenditures, net: Americas (1) $ 139,796 $ 35,407 $ 378,516 $ (77,128) EMEA 4,616 2,606 19,265 11,425 Asia Pacific 5,969 3,957 19,495 14,122 Total capital expenditures, net $ 150,381 $ 41,970 $ 417,276 $ (51,581) (1) The nine months ended September 30, 2016 includes net proceeds of $246 million associated with the sale of certain property assets located in Santa Clara, California. See Note 4—“Acquisitions and Dispositions” for additional information. December 31, September 30, Property and equipment, net: Americas: U.S. $ 1,447,995 $ 1,177,265 Other 353 2,890 Total Americas $ 1,448,348 $ 1,180,155 EMEA 33,940 31,213 Asia Pacific 65,035 61,959 Total property and equipment, net $ 1,547,323 $ 1,273,327 See Note 5—“Goodwill” and Note 14—“Restructuring Charges, Net” for additional information regarding segments. Enterprise Wide Disclosures The following tables present revenue for groups of similar services and revenue by U.S. and international markets (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Search (1)(2) $ 515,841 $ 703,130 $ 1,586,148 $ 1,906,507 Display (1) 511,356 476,263 1,481,622 1,408,818 Other (1) 198,476 125,813 627,138 384,670 Total revenue $ 1,225,673 $ 1,305,206 $ 3,694,908 $ 3,699,995 Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Revenue: (2) U.S. $ 958,394 $ 1,026,868 $ 2,887,134 $ 2,894,207 International 267,279 278,338 807,774 805,788 Total revenue $ 1,225,673 $ 1,305,206 $ 3,694,908 $ 3,699,995 (1) At the beginning of 2016, the Company reclassified certain amounts from other revenue to either search or display revenue. Prior period amounts have been revised to conform to the current presentation. For the three months ended September 30, 2015, to conform to the current presentation, the Company reclassified $6.4 million and $2.7 million to search and display revenue, respectively, previously included in other revenue. For the nine months ended September 30, 2015, to conform to the current presentation, the Company reclassified $23.9 million and $8.9 million to search and display revenue, respectively, previously included in other revenue. (2) Commencing in the second quarter of 2016, TAC payments related to the Microsoft Search Agreement, which previously would have been recorded as a reduction to revenue, began to be recorded as cost of revenue—TAC due to a required change in revenue presentation. See Note 1—“The Company and Summary of Significant Accounting Policies” and Note 17—“Microsoft Search Agreement” for additional information. Revenue is attributed to individual countries according to the online property that generated the revenue. No single foreign country accounted for more than 10 percent of the Company’s revenue for the three or nine months ended September 30, 2015 and 2016. |
Microsoft Search Agreement
Microsoft Search Agreement | 9 Months Ended |
Sep. 30, 2016 | |
Microsoft Search Agreement | Note 17 Microsoft Search Agreement On December 4, 2009, the Company entered into the Microsoft Search Agreement. On February 18, 2010, the Company received regulatory clearance from both the U.S. Department of Justice and the European Commission and on February 23, 2010 the Company commenced implementation of the Microsoft Search Agreement on a market-by-market basis. On April 15, 2015, the Company and Microsoft entered into the Eleventh Amendment pursuant to which the terms of the Microsoft Search Agreement were amended. Previously under the Microsoft Search Agreement, Microsoft was the exclusive algorithmic and paid search services provider to Yahoo on personal computers for Yahoo Properties and for search services provided by Yahoo to Affiliate sites. Microsoft was the non-exclusive provider on mobile devices. Pursuant to the Eleventh Amendment, Microsoft will provide such services on a non-exclusive basis for Yahoo Properties and Affiliate sites on all devices. Commencing on May 1, 2015, Yahoo agreed to the Volume Commitment and displays only Microsoft’s paid search results on such search result pages. Prior to the Eleventh Amendment, the Company was entitled to receive the Revenue Share Rate with respect to revenue generated from paid search results on Yahoo Properties and on Affiliate sites after deduction of the Affiliate sites’ share of revenue and certain Microsoft costs. The Revenue Share Rate was 88 percent for the first five years of the Microsoft Search Agreement and then increased to 90 percent on February 23, 2015. Pursuant to the Eleventh Amendment, the Revenue Share Rate increased to 93 percent, but Microsoft now receives its 7 percent revenue share before deduction of the Affiliate site’s share of revenue. The Company is responsible for paying the Affiliate for the Affiliate site’s share of revenue. Additionally, pursuant to the Eleventh Amendment, the Company has the ability in response to queries on both personal computers and mobile devices to request algorithmic listings only, paid listings only or both algorithmic and paid listings from Microsoft. To the extent the Company requests algorithmic listings only or requests paid listings but elects not to display such paid listings, the Company pays Microsoft serving costs but not a revenue share. In other cases and with respect to the Volume Commitment, the Revenue Share Rate applies. Previously under the Microsoft Search Agreement, Yahoo had sales exclusivity for both the Company’s and Microsoft’s premium advertisers. For reporting periods ending December 31, 2014 and 2015, and March 31, 2016, TAC related to the Company’s Microsoft Search Agreement was recorded as a reduction to revenue. Pursuant to the Eleventh Amendment, the Company completed the transition of its exclusive sales responsibilities to Microsoft for Microsoft’s paid search services to premium advertisers in the United States, Canada, and Europe on April 1, 2016 and in its remaining markets (other than Taiwan and Hong Kong) on June 1, 2016. Following the transition in each respective market, Yahoo is considered the principal in the sale of traffic to Microsoft and other customers because Yahoo is the primary obligor in its arrangements with Microsoft and has discretion in how search queries from Affiliate sites will be fulfilled and monetized. As a result, the amounts paid to Affiliates under the Microsoft Search Agreement in the transitioned markets are recorded as cost of revenue—TAC rather than as a reduction to GAAP revenue, resulting in GAAP revenue from the Microsoft Search Agreement being reported on a gross rather than net basis. Effective June 3, 2016, the Company and Microsoft further amended the Microsoft Search Agreement to provide that sales responsibilities for premium advertisers in Taiwan and Hong Kong will not be transitioned. TAC in those markets will continue to be reported as a reduction to revenue. The term of the Microsoft Search Agreement is 10 years from its commencement date, February 23, 2010, subject to earlier termination as provided in the Microsoft Search Agreement. As October 1, 2015, either the Company or Microsoft may terminate the Microsoft Search Agreement by delivering a written notice of termination to the other party. The Microsoft Search Agreement will remain in effect for four months from the date of the termination notice to provide for a transition period; however, the Company’s Volume Commitment will not apply in the third and fourth months of this transition period. Approximately 33 percent and 39 percent of the Company’s revenue for the three months ended September 30, 2015 and 2016, respectively, was attributable to the Microsoft Search Agreement, and approximately 36 percent of the Company’s revenue for both the nine months ended September 30, 2015 and 2016 was attributable to the Microsoft Search Agreement. Commencing in the second quarter of 2016, TAC payments related to the Microsoft Search Agreement for transitioned markets, which previously would have been recorded as a reduction to revenue, began to be recorded as a cost of revenue due to a required change in revenue presentation. During the three and nine months ended September 30, 2016, $258 million and $510 million of GAAP revenue and cost of revenue—TAC, respectively, was due to the change in revenue presentation. See Note 1—“The Company and Summary of Significant Accounting Policies” for additional information on change in revenue presentation. The Company’s uncollected revenue share in connection with the Microsoft Search Agreement was $267 million and $335 million, which is included in accounts receivable, net, as of December 31, 2015 and September 30, 2016, respectively. On December 4, 2009, in connection with entering into the Microsoft Search Agreement, the Company also entered into a License Agreement with Microsoft (as amended, the “License Agreement”). Under the License Agreement, Microsoft acquired an exclusive 10-year license to the Company’s core search technology and has the ability to integrate this technology into its existing Web search platforms. Pursuant to the Eleventh Amendment, the exclusive licenses granted to Microsoft under the License Agreement became non-exclusive. The Company also agreed pursuant to the Eleventh Amendment to license certain sales tools to Microsoft to use solely in connection with Microsoft’s paid search services pursuant to the terms of the License Agreement. |
The Company and Summary of Si25
The Company and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Basis of Presentation | Basis of Presentation . The Company revised the consolidated statement of cash flows for the nine months ended September 30, 2015 to correct for a non-cash acquisition of property and equipment resulting in an increase in cash used in operating activities of $23 million and a corresponding increase in net cash provided by investing activities. Certain other prior period amounts have been reclassified to conform to the current period presentation. The accompanying unaudited condensed consolidated interim financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for the full year or for any future periods. The preparation of consolidated financial statements in conformity with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses and the related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, including those related to revenue, the useful lives of long-lived assets including property and equipment and intangible assets, investment fair values, originally developed content, acquired content, stock-based compensation, goodwill, income taxes, contingencies, and restructuring charges. The Company bases its estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, when these carrying values are not readily available from other sources. Actual results may differ from these estimates. These condensed consolidated financial statements 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, 2015. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2015 was derived from the Company’s audited financial statements for the year ended December 31, 2015, but does not include all disclosures required by U.S. GAAP. However, the Company believes the disclosures are adequate to make the information presented not misleading. |
Revenue Recognition - Search Revenue and Cost of Revenue - TAC | Revenue Recognition — Search Revenue and Cost of Revenue — TAC. The table below presents how the Company accounted for amounts paid to Affiliates related to the Microsoft Search Agreement in transitioned markets, and shows the impact of the implementation of the Eleventh Amendment in transitioned markets (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2016 2015 2016 Cost of revenue — TAC in transitioned markets (*) $ - $ 257,601 $ - $ 509,932 Reduction to revenue in transitioned markets $ 299,710 $ - $ 987,601 $ 273,705 (*) For the three months ended September 30, 2016, cost of revenue—TAC included $222 million in the Americas segment, $34 million in the EMEA segment and $2 million in the Asia Pacific segment. For the nine months ended September 30, 2016, cost of revenue—TAC included $440 million in the Americas segment, $67 million in the EMEA segment and $3 million in the Asia Pacific segment. See Note 17—“Microsoft Search Agreement” for a description of the Search Agreement with Microsoft. Prior to the Eleventh Amendment, the Company was entitled to receive a percentage of the revenue (the “Revenue Share Rate”) generated from Microsoft’s services on Yahoo Properties and on Affiliate sites after deduction of the Affiliate sites’ share of revenue and certain Microsoft costs. The Revenue Share Rate was 88 percent for the first five years of the Microsoft Search Agreement and then increased to 90 percent on February 23, 2015. Pursuant to the Eleventh Amendment, the Revenue Share Rate increased to 93 percent, but Microsoft now receives its 7 percent revenue share before deduction of the Affiliate site’s share of revenue. The Company is responsible for paying the Affiliate for the Affiliate site’s share of revenue. Search revenue is generated from mobile and desktop clicks on text-based links to advertisers’ websites that appear primarily on search results pages (“search advertising”). The Company recognizes revenue from search advertising on Yahoo Properties and Affiliate sites. Search revenue is recognized based on Paid Clicks. A Paid Click occurs when an end-user clicks on a sponsored listing on Yahoo Properties and Affiliate sites for which an advertiser pays on a per click basis. The Company also sells search traffic to certain customers where it does not have a direct relationship with the advertiser, in which case revenue is also recognized based on Paid Clicks. In the Microsoft Search Agreement, the Company agreed to request paid search results from Microsoft for 51 percent of search queries originating from desktop computers accessing Yahoo Properties and Affiliate sites (the “Volume Commitment”). There is no such Volume Commitment for traffic generated on mobile devices. The Company recognizes search revenue generated from mobile and desktop ads served through Yahoo Gemini (Yahoo’s marketplace for search and native advertising) to Yahoo Properties and Affiliate sites. The Company is considered the primary obligor to the advertisers who are the customers of the search advertising service. Accordingly, the search revenue generated from mobile and desktop ads served through Yahoo Gemini that involve traffic supplied by Affiliates is reported gross of the traffic acquisition costs (“TAC”) paid to Affiliates (reported as cost of revenue—TAC) as the Company performs the search service for advertisers. In October 2015, Yahoo reached an agreement with Google that provides Yahoo with additional flexibility to choose among suppliers of search results and ads. Google’s offerings complement the search services provided by Microsoft and Yahoo Gemini. The Company also generates search revenue from a revenue sharing arrangement with Yahoo Japan for search technology and services and records the related revenue as reported. TAC consists of payments made to Affiliates and payments made to companies that direct consumer and business traffic to Yahoo Properties. TAC is either recorded as a reduction to revenue or as cost of revenue—TAC. TAC related to the Microsoft Search Agreement was recorded as a reduction to revenue for reporting periods through March 31, 2016. Beginning in the reporting period ended June 30, 2016, TAC related to the Microsoft Search Agreement is recorded as cost of revenue—TAC in markets that have completed the transition of exclusive sales responsibilities to Microsoft for paid search services to premium advertisers pursuant to the Eleventh Amendment as described above. |
Originally Developed Content and Acquired Content | Originally Developed Content and Acquired Content. For originally developed content, the Company performs regular recoverability assessments on a program-by-program basis. If there are any events or changes in circumstances indicating that the Company should assess whether the fair value of originally developed content is less than its unamortized costs, the Company performs a fair value analysis using an expected cash flow approach. The amount by which the unamortized costs of the originally developed content exceed estimated fair value is charged to expense as an asset impairment. During the three and nine months ended September 30, 2015, the Company recorded an asset impairment charge of $14 million related to originally developed content. For acquired content, the Company compares the net realizable value on a program-by-program basis with the unamortized cost. The amount by which the unamortized costs of the acquired content exceed net realizable value is charged to expense as an asset impairment. During the three and nine months ended September 30, 2015, the Company recorded an asset impairment charge of $28 million related to acquired content, primarily driven by a reduction of forecasted revenues to be generated from advertising on Yahoo Properties. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements. In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” that requires management to evaluate whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the financial statements are issued on both an interim and annual basis. Management is required to provide certain footnote disclosures if it concludes that substantial doubt exists or when its plans alleviate substantial doubt about the Company’s ability to continue as a going concern. ASU 2014-15 becomes effective for annual periods beginning after December 15, 2016 and for interim reporting periods thereafter. The Company does not expect the adoption of this ASU to have a material impact on the Company’s disclosures in the footnotes to its consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities”. The new standard principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. Upon the effective date of the new standards, all equity investments in unconsolidated entities, other than those accounted for using the equity method of accounting, will generally be measured at fair value through earnings. There will no longer be an available-for-sale classification and therefore, no changes in fair value will be reported in other comprehensive income (loss) for equity securities with readily determinable fair values. The new guidance on the classification and measurement will be effective for public business entities in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, and early adoption is permitted. The Company is in the process of evaluating the impact of the adoption of ASU 2016-01 on the consolidated financial statements and currently anticipates the new guidance would significantly impact its consolidated statements of operations and consolidated statements of comprehensive income (loss) as the Company’s marketable equity securities, primarily the Company’s investments in Alibaba Group Holding Limited (“Alibaba Group”) and Hortonworks Inc. (“Hortonworks”), are currently classified as available-for-sale and are reported at fair value, with unrealized gains and losses, net of tax, recorded in accumulated other comprehensive income. In February 2016, the FASB issued ASU 2016-02, “Leases” which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on the Company’s consolidated financial position, results of operations and cash flows and anticipates the new guidance will significantly impact its consolidated financial statements given the Company has a significant number of leases. In March 2016, the FASB issued ASU 2016-06, “Contingent put and call options in debt instruments, a consensus of the FASB’s Emerging Issues Task Force,” which simplifies the embedded derivative analysis for debt instruments containing contingent call or put options. The new guidance clarifies that an exercise contingency does not need to be evaluated to determine whether it relates to interest rates and credit risk in an embedded derivative analysis. A contingent put or call option embedded in a debt instrument would be evaluated for possible separate accounting as a derivative instrument without regard to the nature of the exercise contingency. The ASU is effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. The new guidance is required to be applied on a modified retrospective basis to all existing and future debt instruments. An entity will be able to elect the fair value option at transition for the entire debt instrument, including its embedded features, but will not be able to unwind a previously-elected fair value option. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated financial position, results of operations and cash flows. In March 2016, the FASB issued ASU 2016-07, “Simplifying the Transition to the Equity Method of Accounting,” which eliminates the requirement to apply the equity method of accounting retrospectively when a reporting entity obtains significant influence over a previously held investment in order to reduce recognition and presentation complexity in financial reporting. Instead, the new guidance requires equity method of accounting to be applied prospectively from the date significant influence is obtained. The ASU is effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted for any interim and annual financial statements that have not yet been issued. The new guidance is required to be applied prospectively for investments that qualify for the equity method of accounting after the effective date. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated financial position, results of operations and cash flows. In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” as part of its simplification initiative, which involves several aspects of accounting for share-based payment transactions, including the income tax effects, statutory withholding requirements, forfeitures, and classification on the statement of cash flows. The ASU is effective for public companies for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted for any interim and annual financial statements that have not been issued. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated financial position, results of operations and cash flows. In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses”, which introduces new guidance for credit losses on instruments within its scope. The new guidance introduces an approach based on expected losses to estimate credit losses on certain types of financial instruments, including, but not limited to, trade and other receivables, held-to-maturity debt securities, loans and net investments in leases. The new guidance also modifies the impairment model for available-for-sale debt securities and requires the entities to determine whether all or a portion of the unrealized loss on an available-for-sale debt security is a credit loss. The standard also indicates that entities may not use the length of time a security has been in an unrealized loss position as a factor in concluding whether a credit loss exists. The ASU is effective for public companies for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted for all entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated financial position, results of operations and cash flows. In June 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230), a consensus of the FASB’s Emerging Issues Task Force.” The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. The ASU is effective for public companies for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including interim periods within those fiscal years. An entity that elects early adoption must adopt all of the amendments in the same period. The guidance requires application using a retrospective transition method. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated cash flows. In October 2016, FASB issued ASU 2016-16, “Income Taxes: Intra-Entity Transfers of Assets Other than Inventory” which amends the accounting for income taxes. The new guidance requires the recognition of the income tax consequences of an intra-entity asset transfer, other than transfers of inventory, when the transfer occurs. For intra-entity transfers of inventory, the income tax effects will continue to be deferred until the inventory has been sold to a third party. The ASU is effective for reporting periods beginning after December 15, 2017, with early adoption permitted. The new guidance is required to be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The Company is currently evaluating the effects, if any, that the adoption of this guidance will have on the Company’s consolidated financial position, results of operations and cash flows. |
The Company and Summary of Si26
The Company and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Amounts Paid to Affiliates | The table below presents how the Company accounted for amounts paid to Affiliates related to the Microsoft Search Agreement in transitioned markets, and shows the impact of the implementation of the Eleventh Amendment in transitioned markets (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2015 2016 2015 2016 Cost of revenue — TAC in transitioned markets (*) $ - $ 257,601 $ - $ 509,932 Reduction to revenue in transitioned markets $ 299,710 $ - $ 987,601 $ 273,705 (*) For the three months ended September 30, 2016, cost of revenue—TAC included $222 million in the Americas segment, $34 million in the EMEA segment and $2 million in the Asia Pacific segment. For the nine months ended September 30, 2016, cost of revenue—TAC included $440 million in the Americas segment, $67 million in the EMEA segment and $3 million in the Asia Pacific segment. |
Marketable Securities, Invest27
Marketable Securities, Investments and Fair Value Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Available for Sale Securities | The following tables summarize the available-for-sale securities (in thousands): December 31, 2015 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Government and agency securities $ 616,501 $ 24 $ (635) $ 615,890 Corporate debt securities, commercial paper, time deposits, and bank certificates of deposit 4,589,799 292 (4,908) 4,585,183 Alibaba Group equity securities 2,713,483 28,458,878 - 31,172,361 Hortonworks equity securities 26,246 57,977 - 84,223 Other corporate equity securities 298 - (101) 197 Total available-for-sale marketable securities $ 7,946,327 $ 28,517,171 $ (5,644) $ 36,457,854 September 30, 2016 Cost Basis Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Government and agency securities $ 685,888 $ 310 $ (191) $ 686,007 Corporate debt securities, commercial paper, time deposits, and bank certificates of deposit 5,673,306 2,472 (1,616) 5,674,162 Alibaba Group equity securities 2,713,484 37,863,901 - 40,577,385 Hortonworks equity securities 26,246 5,867 - 32,113 Other corporate equity securities 8,267 74 (1,380) 6,961 Total available-for-sale marketable securities $ 9,107,191 $ 37,872,624 $ (3,187) $ 46,976,628 |
Schedule of Available for Sale Marketable Securities by Balance Sheet Location | December 31, September 30, Reported as: Short-term marketable securities $ 4,225,112 $ 5,189,207 Long-term marketable securities 975,961 1,170,962 Investment in Alibaba Group 31,172,361 40,577,385 Other long-term assets and investments 84,420 39,074 Total $ 36,457,854 $ 46,976,628 |
Schedule of Available for Sale Marketable Securities by Contractual Maturities | The remaining contractual maturities of available-for-sale marketable debt securities were as follows (in thousands): December 31, 2015 September 30, Due within one year $ 4,225,112 $ 5,189,207 Due after one year through five years 975,961 1,170,962 Total available-for-sale marketable debt securities $ 5,201,073 $ 6,360,169 |
Available for Sale Marketable Securities in Unrealized Loss Position | The following tables show all available-for-sale marketable debt securities in an unrealized loss position for which an other-than-temporary impairment has not been recognized and the related gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands): December 31, 2015 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Government and agency securities $ 552,041 $ (635) $ - $ - $ 552,041 $ (635) Corporate debt securities, commercial paper, and bank certificates of deposit 2,415,347 (4,763) 99,214 (145) 2,514,561 (4,908) Total available-for-sale marketable debt securities $ 2,967,388 $ (5,398) $ 99,214 $ (145) $ 3,066,602 $ (5,543) September 30, 2016 Less than 12 Months 12 Months or Longer Total Fair Value Unrealized Fair Value Unrealized Fair Value Unrealized Government and agency securities $ 197,080 $ (191) $ - $ - $ 197,080 $ (191) Corporate debt securities, commercial paper, and bank certificates of deposit 1,570,989 (1,586) 56,522 (30) 1,627,511 (1,616) Total available-for-sale marketable debt securities $ 1,768,069 $ (1,777) $ 56,522 $ (30) $ 1,824,591 $ (1,807) |
Schedule of Fair Value of Financial Assets and Liabilities Measured on Recurring Basis | The following table sets forth the financial assets and liabilities, measured at fair value, by level within the fair value hierarchy as of December 31, 2015 (in thousands): Fair Value Measurements at Reporting Date Using Assets Level 1 Level 2 Level 3 Total Money market funds (1) $ 386,792 $ - $ - $ 386,792 Available-for-sale marketable debt securities: Government and agency securities (1) - 635,917 - 635,917 Commercial paper and bank certificates of deposit (1) - 1,844,494 - 1,844,494 Corporate debt securities (1) - 2,918,496 - 2,918,496 Time deposits (1) - 82,703 - 82,703 Available-for-sale equity securities: Other corporate equity securities (2) 197 - - 197 Alibaba Group equity securities 31,172,361 - - 31,172,361 Hortonworks equity securities (2) 84,223 - - 84,223 Hortonworks warrants - - 78,861 78,861 Foreign currency derivative contracts (3) - 84,319 - 84,319 Financial assets at fair value $ 31,643,573 $ 5,565,929 $ 78,861 $ 37,288,363 Liabilities Foreign currency derivative contracts (3) - (5,661) - (5,661) Total financial assets and liabilities at fair value $ 31,643,573 $ 5,560,268 $ 78,861 $ 37,282,702 The following table sets forth the financial assets and liabilities, measured at fair value, by level within the fair value hierarchy as of September 30, 2016 (in thousands): Fair Value Measurements at Reporting Date Using Assets Level 1 Level 2 Level 3 Total Money market funds (1) $ 574,351 $ - $ - $ 574,351 Available-for-sale marketable debt securities: Government and agency securities (1) - 686,007 - 686,007 Commercial paper and bank certificates of deposit (1) - 2,658,311 - 2,658,311 Corporate debt securities (1) - 3,045,334 - 3,045,334 Time deposits (1) - 40,297 - 40,297 Available-for-sale equity securities: Other corporate equity securities (2) 6,961 - - 6,961 Alibaba Group equity securities 40,577,385 - - 40,577,385 Hortonworks equity securities (2) 32,113 - - 32,113 Hortonworks warrants - - 28,931 28,931 Foreign currency derivative contracts (3) - 47 - 47 Financial assets at fair value $ 41,190,810 $ 6,429,996 $ 28,931 $ 47,649,737 Liabilities Foreign currency derivative contracts (3) - (45,657) - (45,657) Total financial assets and liabilities at fair value $ 41,190,810 $ 6,384,339 $ 28,931 $ 47,604,080 (1) The money market funds, government and agency securities, commercial paper and bank certificates of deposit, corporate debt securities, and time deposits are classified as part of either cash and cash equivalents or short or long-term marketable securities on the condensed consolidated balance sheets. (2) The Hortonworks equity securities and other corporate equity securities are classified as part of other long-term assets and investments on the condensed consolidated balance sheets. (3) Foreign currency derivative contracts are classified as part of either current or noncurrent assets or liabilities on the condensed consolidated balance sheets. The notional amounts of the foreign currency derivative contracts were: $1.5 billion, including contracts designated as net investment hedges of $1.2 billion, as of December 31, 2015; and $0.3 billion, including contracts designated as net investment hedges of $0.2 billion, as of September 30, 2016. |
Consolidated Financial Statem28
Consolidated Financial Statement Details (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accumulated Other Comprehensive Income | The components of accumulated other comprehensive income were as follows (in thousands): December 31, 2015 September 30, Unrealized gains on available-for-sale securities, net of tax $ 16,918,539 $ 22,474,442 Unrealized gains (losses) on cash flow hedges, net of tax 482 (1,942) Foreign currency translation, net of tax (342,990) 42,970 Accumulated other comprehensive income $ 16,576,031 $ 22,515,470 |
Noncontrolling Interests | Noncontrolling interests were as follows (in thousands): September 30, September 30, Beginning noncontrolling interests $ 43,755 $ 35,883 Distributions to noncontrolling interests (15,847) (5,948) Net income attributable to noncontrolling interests 5,215 2,949 Ending noncontrolling interests $ 33,123 $ 32,884 |
Other Expense, Net | Other expense, net was as follows (in thousands): Three Months Ended Nine Months Ended 2015 2016 2015 2016 Interest and investment income $ 8,010 $ 17,013 $ 24,888 $ 42,534 Interest expense (18,411) (18,513) (53,540) (55,238) Loss on Hortonworks warrants (12,782) (8,493) (19,241) (49,930) Foreign exchange (loss) gain (1,490) 3,180 (21,017) 22,006 Other 718 691 2,151 2,152 Total other expense, net $ (23,955) $ (6,122) $ (66,759) $ (38,476) |
Reclassifications Out of Accumulated Other Comprehensive Income | Reclassifications out of accumulated other comprehensive income for the three months ended September 30, 2015 and 2016 were as follows (in thousands): Three Months Ended September 30, September 30, Affected Line Item in the Reclassified from Reclassified from Other Realized losses on cash flow hedges, net of tax $ 869 $ 1,838 Revenue Realized losses on available-for-sale securities, net of tax 72 11 Other expense, net Realized (gains) on foreign currency translation adjustments (“CTA”): Liquidation of foreign subsidiary CTA reclassification - (2,863) Other expense, net Total reclassifications for the period $ 941 $ (1,014) Reclassifications out of accumulated other comprehensive income for the nine months ended September 30, 2015 and 2016 were as follows (in thousands): Nine Months Ended September 30, 2015 September 30, 2016 Reclassified from Other Reclassified from Other Comprehensive Affected Line Item in the Realized losses on cash flow hedges, net of tax $ 3,007 $ 3,270 Revenue Realized losses on available-for-sale securities, net of tax 74 206 Other expense, net Realized (gains) losses on foreign currency translation adjustments (“CTA”): Liquidation of foreign subsidiary CTA reclassification - 1,110 Restructuring charges, net Liquidation of foreign subsidiary CTA reclassification - (20,473) Other expense, net Total reclassifications for the period $ 3,081 $ (15,887) |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Polyvore, Inc. | |
Allocation of Purchase Price of Assets Acquired And Liabilities Assumed | The allocation of the purchase price of the assets acquired and liabilities assumed based on their fair values was as follows (in thousands): Cash acquired $ 6,019 Other tangible assets acquired 12,057 Amortizable intangible assets: Developed technology 17,550 Tradename 1,150 Customer contracts and related relationships 225 Goodwill 131,084 Total assets acquired 168,085 Liabilities assumed (7,503) Total $ 160,582 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule Of Goodwill | The changes in the carrying amount of goodwill for the nine months ended September 30, 2016 were as follows (in thousands): Americas (1) EMEA (2) Asia Pacific (3) Total Net balance as of January 1, 2016 $ 518,886 $ - $ 289,228 $ 808,114 Goodwill impairment charge (394,901) - - (394,901) Foreign currency translation adjustments - - 24,396 24,396 Net balance as of September 30, 2016 $ 123,985 $ - $ 313,624 $ 437,609 (1) Gross goodwill balance for the Americas segment was $4.4 billion as of September 30, 2016. The Americas segment includes accumulated impairment losses of $4.3 billion as of September 30, 2016. (2) The EMEA segment includes accumulated impairment losses of $1.2 billion as of September 30, 2016. (3) Gross goodwill balance for the Asia Pacific segment was $466 million as of September 30, 2016. The Asia Pacific segment includes accumulated impairment losses of $159 million as of September 30, 2016. |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Intangible Assets, Net | The following table summarizes the Company’s intangible assets, net (in thousands): December 31, 2015 September 30, 2016 Gross Carrying Accumulated Impairment Net Amount Amortization (*) Charge Net Customer, affiliate, and advertiser related relationships $ 220,055 $ 350,911 $ (170,517) $ (66,680) $ 113,714 Developed technology and patents 86,909 128,732 (73,358) - 55,374 Tradenames, trademarks, and domain names 40,305 66,631 (33,066) (20,655) 12,910 Total intangible assets, net $ 347,269 $ 546,274 $ (276,941) $ (87,335) $ 181,998 (*) Cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying entities, totaled approximately $18 million as of September 30, 2016. |
Basic and Diluted Net Income 32
Basic and Diluted Net Income (Loss) Attributable to Yahoo! Inc. Common Stockholders Per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Computation of Basic and Diluted Net Income (Loss) Per Share | The following table sets forth the computation of basic and diluted net income (loss) per share (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Basic: Numerator: Net income (loss) attributable to Yahoo! Inc. $ 76,261 $ 162,826 $ 75,905 $ (376,319) Less: Net income allocated to participating securities - (2) - - Net income (loss) attributable to Yahoo! Inc. common stockholders — basic $ 76,261 $ 162,824 $ 75,905 $ (376,319) Denominator: Weighted average common shares 940,822 951,421 937,713 948,524 Net income (loss) attributable to Yahoo! Inc. common stockholders per share—basic $ 0.08 $ 0.17 $ 0.08 $ (0.40) Diluted: Numerator: Net income (loss) attributable to Yahoo! Inc. $ 76,261 $ 162,826 $ 75,905 $ (376,319) Less: Net income allocated to participating securities - (2) - - Less: Effect of dilutive securities issued by equity investees (1,112 ) (1,282) (3,431 ) - Net income (loss) attributable to Yahoo! Inc. common stockholders—diluted $ 75,149 $ 161,542 $ 72,474 $ (376,319) Denominator: Denominator for basic calculation 940,822 951,421 937,713 948,524 Weighted average effect of Yahoo! Inc. dilutive securities: Restricted stock units 4,551 4,373 5,155 - Stock options and employee stock purchase plan 1,561 1,510 1,292 - Denominator for diluted calculation 946,934 957,304 944,160 948,524 Net income (loss) attributable to Yahoo! Inc. common stockholders per share—diluted $ 0.08 $ 0.17 $ 0.08 $ (0.40 ) |
Investments in Equity Interes33
Investments in Equity Interests Accounted for Using the Equity Method of Accounting (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Investments in Equity Interests Accounted For Using Equity Method of Accounting | The following table summarizes the Company’s investments in equity interests accounted for using the equity method of accounting (dollars in thousands): December 31, Percent September 30, Percent Yahoo Japan $ 2,496,657 35.5% $ 3,020,804 35.5% Other 6,572 20% - - Total $ 2,503,229 $ 3,020,804 |
Equity Investment in Yahoo Japan | |
Summarized Financial Information | The following tables present summarized financial information derived from Yahoo Japan’s consolidated financial statements, which are prepared on the basis of IFRS. The Company has made adjustments to the Yahoo Japan summarized financial information to address differences between IFRS and U.S. GAAP that materially impact the summarized financial information below. Any other differences between U.S. GAAP and IFRS did not have any material impact on the Yahoo Japan’s summarized financial information presented below: Three Months Ended Nine Months Ended June 30, 2015 June 30, 2016 June 30, 2015 June 30, 2016 (In thousands) Operating data: Revenue $ 911,735 $ 1,126,615 $ 2,840,393 $ 3,147,894 Gross profit $ 712,561 $ 875,570 $ 2,254,511 $ 2,461,125 Income from operations $ 402,865 $ 466,435 $ 1,266,084 $ 1,040,561 Net income $ 274,567 $ 324,820 $ 836,081 $ 700,785 Net income attributable to Yahoo Japan $ 273,636 $ 325,553 $ 832,611 $ 705,449 September 30, June 30, 2015 2016 (In thousands) Balance sheet data: Current assets $ 6,150,688 $ 6,377,258 Long-term assets $ 2,430,699 $ 4,094,564 Current liabilities $ 2,003,960 $ 2,456,712 Long-term liabilities $ 245,834 $ 314,035 Noncontrolling interests $ 165,601 $ 191,735 |
Foreign Currency Derivative F34
Foreign Currency Derivative Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notional Amounts of Company's Outstanding Derivative Contracts | Notional amounts of the Company’s outstanding derivative contracts as of December 31, 2015 and September 30, 2016 were as follows (in millions): December 31, September 30, 2015 2016 Derivatives designated as hedging instruments: Net investment hedge forward and option contracts $ 1,150 $ 200 Cash flow hedge forwards $ 75 $ 37 Derivatives not designated as hedging instruments: Balance sheet hedges $ 225 $ 80 |
Foreign Currency Derivative Activity | Foreign currency derivative activity for the nine months ended September 30, 2015 was as follows (in millions): Gain (Loss) Gain Gain (Loss) Recorded in (Loss) Settlement Recorded in Other Recorded Beginning Payment Other Expense, Comprehensive in Ending Fair Fair Value (Receipt), Net Net (Loss) Income Revenue Value Derivatives designated as hedging instruments: Net investment hedges $ 185 $ (92 ) $ 1 $ 7 (*) $ - $ 101 Cash flow hedges $ 8 $ (1 ) $ (1 ) $ (3 ) $ (2 ) $ 1 Derivatives not designated as hedging instruments: Balance sheet hedges $ 4 $ (22 ) $ 17 $ - $ - $ (1) (*) This amount does not reflect the tax impact of $3 million recorded during the nine months ended September 30, 2015. The $4 million after tax impact of the gain recorded within other comprehensive (loss) income was included in accumulated other comprehensive income on the Company’s condensed consolidated balance sheets. Foreign currency derivative activity for the nine months ended September 30, 2016 was as follows (in millions): Gain (Loss) Gain Gain (Loss) Recorded in (Loss) Settlement Recorded in Other Recorded Beginning Payment Other Expense, Comprehensive in Ending Fair Fair Value (Receipt), Net Net (Loss) Income Revenue Value Derivatives designated as hedging instruments: Net investment hedges $ 74 $ (30 ) $ - $ (84 ) (*) $ - $ (40) Cash flow hedges $ 2 $ 2 $ (1 ) $ (4 ) $ (5 ) $ (6) Derivatives not designated as hedging instruments: Balance sheet hedges $ 2 $ (4 ) $ 2 $ - $ - $ - (*) This amount does not reflect the tax impact of $30 million recorded during the nine months ended September 30, 2016. The $54 million after tax impact of the loss recorded within other comprehensive (loss) income was included in accumulated other comprehensive income on the Company’s condensed consolidated balance sheets. |
Foreign Currency Derivative Contracts Balance Sheet Location and Ending Fair Value | Foreign currency derivative contracts balance sheet location and ending fair value was as follows (in millions): Balance Sheet December 31, September 30, Location 2015 2016 Derivatives designated as hedging instruments: Net investment hedges Asset (1) $ 79 $ - Liability (2) $ (5 ) $ (40) Cash flow hedges Asset (1) $ 2 $ - Liability (2) $ - $ (6) Derivatives not designated as hedging instruments: Balance sheet hedges Asset (1) $ 3 $ - Liability (2) $ (1 ) $ - (1) Included in prepaid expenses and other current assets or other long-term assets and investments on the condensed consolidated balance sheets. (2) Included in other accrued expenses and current liabilities or other long-term liabilities on the condensed consolidated balance sheets. |
Convertible Notes (Tables)
Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Notes | The Notes consist of the following (in thousands): December 31, September 30, 2015 2016 Liability component: Principal $ 1,437,500 $ 1,437,500 Less: note discount (204,015) (154,498) Net carrying amount $ 1,233,485 $ 1,283,002 Equity component (*) $ 305,569 $ 305,569 (*) Recorded on the condensed consolidated balance sheets within additional paid-in capital. |
Interest Expense Recognized Related To Notes | The following table sets forth total interest expense recognized related to the Notes (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2016 2015 2016 Accretion of convertible note discount $ 15,867 $ 16,723 $ 46,984 $ 49,517 |
Fair Value and Carrying Value of Notes | The fair value of the Notes, which was determined based on inputs that are observable in the market (Level 2), and the carrying value of debt instruments (carrying value excludes the equity component of the Notes classified in equity) were as follows (in thousands): December 31, 2015 September 30, 2016 Fair Value Carrying Value Fair Value Carrying Value Convertible senior notes $ 1,250,124 $ 1,233,485 $ 1,310,293 $ 1,283,002 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Lease Commitments | A summary of gross and net lease commitments as of September 30, 2016 was as follows (in millions): Gross Operating Commitments Sublease Net Operating Commitments Three months ending December 31, 2016 $ 31 $ (4) $ 27 Years ending December 31, 2017 98 (15) 83 2018 76 (12) 64 2019 61 (9) 52 2020 47 (7) 40 2021 38 (6) 32 Due after 5 years 86 (2) 84 Total gross and net lease commitments $ 437 $ (55) $ 382 |
Capital Lease Commitment | Capital Lease Commitments Three months ending December 31, 2016 $ 4 Years ending December 31, 2017 11 2018 9 2019 5 2020 - 2021 - Due after 5 years 3 Gross capital lease commitments $ 32 Less: interest 6 Net capital lease commitments included in other accrued expenses and current liabilities and $ 26 |
Stockholders' Equity and Empl37
Stockholders' Equity and Employee Benefits (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Schedule of Stock Options Activity | Stock option activity under the Company’s Plans for the nine months ended September 30, 2016 is summarized as follows (in thousands, except per share amounts): Shares Weighted Average Outstanding at December 31, 2015 (1) 6,522 $ 18.82 Options granted - $ - Options exercised (2) (1,080) $ 14.36 Options expired (433) $ 18.55 Options cancelled/forfeited (369) $ 18.23 Outstanding at September 30, 2016 (1) 4,640 $ 19.93 (1) Includes shares subject to performance-based stock options for which performance goals had not been set as of the date shown. (2) The Company generally issues new shares to satisfy stock option exercises. |
Schedule of Restricted Stock and Restricted Stock Units Activity | Restricted Stock and Restricted Stock Units. Shares Weighted Average Fair Value Per Share Awarded and unvested at December 31, 2015 (1) 28,739 $ 39.15 Granted (2) 14,497 $ 34.39 Vested (11,386) $ 31.95 Forfeited (6,144) $ 35.80 Awarded and unvested at September 30, 2016 (1) 25,706 $ 40.46 (1) Includes the maximum number of shares issuable under the Company’s performance-based restricted stock unit awards (including future-year tranches for which performance goals had not been set) as of the date shown. (2) Includes the maximum number of shares issuable under the performance-based restricted stock unit awards granted during the nine months ended September 30, 2016 (including future-year tranches for which performance goals had not been set during the period); excludes tranches of previously granted performance-based restricted stock units for which performance goals were set during the nine months ended September 30, 2016. |
Restructuring Charges, Net (Tab
Restructuring Charges, Net (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Restructuring Charges, Net | Restructuring charges, net was comprised of the following (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2015 2016 2015 2016 Employee severance pay and related costs $ 16,597 $ 6,772 $ 67,746 $ 56,620 Non-cancelable lease, contract termination, and other charges 11,103 4,368 33,123 24,302 Reversals of previous charges (2,590) (1,029) (6,611) (2,947) Non-cash accelerations of stock-based compensation expense - - 2,705 7,374 Other non-cash (credits) charges, net 902 (149) (31) 1,227 Restructuring charges, net $ 26,012 $ 9,962 $ 96,932 $ 86,576 |
Restructuring Accrual Activity | The Company’s restructuring accrual activity for the nine months ended September 30, 2016 is summarized as follows (in thousands): Accrual balance as of December 31, 2015 $ 65,891 Restructuring charges 86,576 Cash paid (90,078) Non-cash accelerations of stock-based compensation expense (7,374) Foreign currency translation and other adjustments (1,012) Accrual balance as of September 30, 2016 $ 54,003 |
Restructuring Accruals by Segment | The restructuring accruals by segment consisted of the following (in thousands): December 31, September 30, Americas $ 47,054 $ 44,499 EMEA 18,389 9,264 Asia Pacific 448 240 Total restructuring accruals $ 65,891 $ 54,003 |
Segments (Tables)
Segments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Segment Information | The following tables present summarized information by segment (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Revenue by segment (1) Americas $ 987,374 $ 1,058,416 $ 2,964,305 $ 2,975,023 EMEA 79,614 98,654 246,530 278,711 Asia Pacific 158,685 148,136 484,073 446,261 Total Revenue $ 1,225,673 $ 1,305,206 $ 3,694,908 $ 3,699,995 TAC by segment (1) Americas $ 201,855 $ 394,838 $ 549,332 $ 1,012,903 EMEA 12,745 41,948 37,399 96,787 Asia Pacific 8,629 10,751 19,867 32,096 Total TAC $ 223,229 $ 447,537 $ 606,598 $ 1,141,786 Revenue ex-TAC by segment: Americas $ 785,519 $ 663,578 $ 2,414,973 $ 1,962,120 EMEA 66,869 56,706 209,131 181,924 Asia Pacific 150,056 137,385 464,206 414,165 Total Revenue ex-TAC 1,002,444 857,669 3,088,310 2,558,209 Direct costs by segment (2) Americas 74,495 63,069 214,079 201,343 EMEA 23,196 7,587 63,947 47,090 Asia Pacific 47,214 45,607 149,766 137,399 Global operating costs (3) 613,302 539,403 1,942,565 1,676,710 Gain on sale of patents and land - - (11,100) (121,559) Asset impairment charge 41,699 - 41,699 - Goodwill impairment charge - - - 394,901 Intangible assets impairment charge - - - 87,335 Depreciation and amortization 152,412 115,468 457,630 388,360 Stock-based compensation expense 110,426 128,892 351,252 369,263 Restructuring charges, net 26,012 9,962 96,932 86,576 Loss from operations $ (86,312) $ (52,319) $ (218,460) $ (709,209) (1) Commencing in the second quarter of 2016, TAC payments related to the Microsoft Search Agreement, which previously would have been recorded as a reduction to revenue, began to be recorded as cost of revenue—TAC due to a required change in revenue presentation. See Note 1—“The Company and Summary of Significant Accounting Policies” and Note 17—“Microsoft Search Agreement” for additional information. (2) Direct costs for each segment include certain cost of revenue—other and costs associated with the local sales teams. Prior to the second quarter of 2016, certain account management costs associated with Yahoo Properties were managed locally and included as direct costs for each segment. Prior period amounts have been revised to conform to the current presentation. (3) Global operating costs include product development, marketing, real estate workplace, general and administrative, account management costs, and other corporate expenses that are managed on a global basis and that are not directly attributable to any particular segment. Beginning in the second quarter of 2016, certain account management costs associated with Yahoo Properties are managed globally and included as global costs. Prior period amounts have been revised to conform to the current presentation. |
Capital Expenditures by Segment | Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Capital expenditures, net: Americas (1) $ 139,796 $ 35,407 $ 378,516 $ (77,128) EMEA 4,616 2,606 19,265 11,425 Asia Pacific 5,969 3,957 19,495 14,122 Total capital expenditures, net $ 150,381 $ 41,970 $ 417,276 $ (51,581) (1) The nine months ended September 30, 2016 includes net proceeds of $246 million associated with the sale of certain property assets located in Santa Clara, California. See Note 4—“Acquisitions and Dispositions” for additional information. |
Property and Equipment, Net by Segment | December 31, September 30, Property and equipment, net: Americas: U.S. $ 1,447,995 $ 1,177,265 Other 353 2,890 Total Americas $ 1,448,348 $ 1,180,155 EMEA 33,940 31,213 Asia Pacific 65,035 61,959 Total property and equipment, net $ 1,547,323 $ 1,273,327 |
Enterprise Wide Disclosures Revenues for Groups of Similar Services and Revenue by U.S. and International Markets | The following tables present revenue for groups of similar services and revenue by U.S. and international markets (in thousands): Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Search (1)(2) $ 515,841 $ 703,130 $ 1,586,148 $ 1,906,507 Display (1) 511,356 476,263 1,481,622 1,408,818 Other (1) 198,476 125,813 627,138 384,670 Total revenue $ 1,225,673 $ 1,305,206 $ 3,694,908 $ 3,699,995 Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, Revenue: (2) U.S. $ 958,394 $ 1,026,868 $ 2,887,134 $ 2,894,207 International 267,279 278,338 807,774 805,788 Total revenue $ 1,225,673 $ 1,305,206 $ 3,694,908 $ 3,699,995 (1) At the beginning of 2016, the Company reclassified certain amounts from other revenue to either search or display revenue. Prior period amounts have been revised to conform to the current presentation. For the three months ended September 30, 2015, to conform to the current presentation, the Company reclassified $6.4 million and $2.7 million to search and display revenue, respectively, previously included in other revenue. For the nine months ended September 30, 2015, to conform to the current presentation, the Company reclassified $23.9 million and $8.9 million to search and display revenue, respectively, previously included in other revenue. (2) Commencing in the second quarter of 2016, TAC payments related to the Microsoft Search Agreement, which previously would have been recorded as a reduction to revenue, began to be recorded as cost of revenue—TAC due to a required change in revenue presentation. See Note 1—“The Company and Summary of Significant Accounting Policies” and Note 17—“Microsoft Search Agreement” for additional information. |
The Company and Summary of Si40
The Company and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 15, 2015 | Feb. 23, 2015 | Feb. 22, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Company and Summary of Significant Accounting Policies [Line Items] | |||||||
Non cash acquisition adjustment | $ 23,000 | ||||||
Revenue share rate from Microsoft's services under the Search Agreement, to be received in first five years | 88.00% | ||||||
Revenue share rate | 93.00% | 90.00% | |||||
Microsoft revenue share rate before deduction of affiliate site's share of revenue | 7.00% | ||||||
Percentage of search queries originating from personal computers accessing Yahoo Properties and its Affiliate sites that a payment request can be made | 51.00% | 51.00% | |||||
Volume commitment for traffic generated on mobile devices | 0.00% | 0.00% | |||||
Asset impairment charge | $ 0 | $ 41,699 | $ 0 | $ 41,699 | |||
Originally Developed Content | |||||||
Company and Summary of Significant Accounting Policies [Line Items] | |||||||
Amortization period | 18 months | ||||||
Asset impairment charge | 14,000 | 14,000 | |||||
Acquired Content | |||||||
Company and Summary of Significant Accounting Policies [Line Items] | |||||||
Asset impairment charge | $ 28,000 | $ 28,000 |
The Company And Summary Of Si41
The Company And Summary Of Significant Accounting Policies, Amounts Paid to Affiliates (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Company and Summary of Significant Accounting Policies [Line Items] | |||||
Cost of revenue - TAC in transitioned markets | $ 447,537 | $ 223,229 | $ 1,141,786 | $ 606,598 | |
Microsoft Search Agreement | |||||
Company and Summary of Significant Accounting Policies [Line Items] | |||||
Cost of revenue - TAC in transitioned markets | [1] | 257,601 | 0 | 509,932 | 0 |
Reduction to revenue in transitioned markets | $ 0 | $ 299,710 | $ 273,705 | $ 987,601 | |
[1] | For the three months ended September 30, 2016, cost of revenue-TAC included $222 million in the Americas segment, $34 million in the EMEA segment and $2 million in the Asia Pacific segment. For the nine months ended September 30, 2016, cost of revenue-TAC included $440 million in the Americas segment, $67 million in the EMEA segment and $3 million in the Asia Pacific segment. |
The Company And Summary Of Si42
The Company And Summary Of Significant Accounting Policies, Amounts Paid to Affiliates (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Company and Summary of Significant Accounting Policies [Line Items] | |||||
Cost of revenue - TAC | $ 447,537 | $ 223,229 | $ 1,141,786 | $ 606,598 | |
Americas Segment | |||||
Company and Summary of Significant Accounting Policies [Line Items] | |||||
Cost of revenue - TAC | [1] | 394,838 | 201,855 | 1,012,903 | 549,332 |
Europe Middle East Africa Segment | |||||
Company and Summary of Significant Accounting Policies [Line Items] | |||||
Cost of revenue - TAC | [1] | 41,948 | 12,745 | 96,787 | 37,399 |
Asia Pacific Segment | |||||
Company and Summary of Significant Accounting Policies [Line Items] | |||||
Cost of revenue - TAC | [1] | 10,751 | 8,629 | 32,096 | 19,867 |
Microsoft Search Agreement | |||||
Company and Summary of Significant Accounting Policies [Line Items] | |||||
Cost of revenue - TAC | [2] | 257,601 | $ 0 | 509,932 | $ 0 |
Microsoft Search Agreement | Americas Segment | |||||
Company and Summary of Significant Accounting Policies [Line Items] | |||||
Cost of revenue - TAC | 222,000 | 440,000 | |||
Microsoft Search Agreement | Europe Middle East Africa Segment | |||||
Company and Summary of Significant Accounting Policies [Line Items] | |||||
Cost of revenue - TAC | 34,000 | 67,000 | |||
Microsoft Search Agreement | Asia Pacific Segment | |||||
Company and Summary of Significant Accounting Policies [Line Items] | |||||
Cost of revenue - TAC | $ 2,000 | $ 3,000 | |||
[1] | Commencing in the second quarter of 2016, TAC payments related to the Microsoft Search Agreement, which previously would have been recorded as a reduction to revenue, began to be recorded as cost of revenue-TAC due to a required change in revenue presentation. See Note 1-"The Company and Summary of Significant Accounting Policies" and Note 17-"Microsoft Search Agreement" for additional information. | ||||
[2] | For the three months ended September 30, 2016, cost of revenue-TAC included $222 million in the Americas segment, $34 million in the EMEA segment and $2 million in the Asia Pacific segment. For the nine months ended September 30, 2016, cost of revenue-TAC included $440 million in the Americas segment, $67 million in the EMEA segment and $3 million in the Asia Pacific segment. |
Marketable Securities, Invest43
Marketable Securities, Investments and Fair Value Disclosures, Available for Sale Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost Basis | $ 9,107,191 | $ 7,946,327 |
Gross Unrealized Gains | 37,872,624 | 28,517,171 |
Gross Unrealized Losses | (3,187) | (5,644) |
Estimated Fair Value | 46,976,628 | 36,457,854 |
Government and agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost Basis | 685,888 | 616,501 |
Gross Unrealized Gains | 310 | 24 |
Gross Unrealized Losses | (191) | (635) |
Estimated Fair Value | 686,007 | 615,890 |
Corporate Debt Securities, Commercial Paper, Time Deposits, And Bank Certificates Of Deposit | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost Basis | 5,673,306 | 4,589,799 |
Gross Unrealized Gains | 2,472 | 292 |
Gross Unrealized Losses | (1,616) | (4,908) |
Estimated Fair Value | 5,674,162 | 4,585,183 |
Corporate Equity Securities | Alibaba Group | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost Basis | 2,713,484 | 2,713,483 |
Gross Unrealized Gains | 37,863,901 | 28,458,878 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 40,577,385 | 31,172,361 |
Corporate Equity Securities | Hortonworks, Inc | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost Basis | 26,246 | 26,246 |
Gross Unrealized Gains | 5,867 | 57,977 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 32,113 | 84,223 |
Corporate Equity Securities | Other corporate equity securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost Basis | 8,267 | 298 |
Gross Unrealized Gains | 74 | 0 |
Gross Unrealized Losses | (1,380) | (101) |
Estimated Fair Value | $ 6,961 | $ 197 |
Marketable Securities, Invest44
Marketable Securities, Investments and Fair Value Disclosures, Available for Sale Marketable Securities by Balance Sheet Location (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Short-term marketable securities | $ 5,189,207 | $ 4,225,112 |
Long-term marketable securities | 1,170,962 | 975,961 |
Investment in Alibaba Group | 40,577,385 | 31,172,361 |
Other long-term assets and investments | 39,074 | 84,420 |
Total | $ 46,976,628 | $ 36,457,854 |
Marketable Securities, Invest45
Marketable Securities, Investments and Fair Value Disclosures - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Investments [Line Items] | |||||||
Cash and cash equivalents | $ 1,411,308 | $ 1,281,160 | $ 1,411,308 | $ 1,281,160 | $ 1,631,911 | $ 2,664,098 | |
Loss on Hortonworks warrants | (8,493) | (12,782) | (49,930) | (19,241) | |||
Cash deposited with commercial banks | |||||||
Investments [Line Items] | |||||||
Cash and cash equivalents | $ 767,000 | $ 767,000 | 965,000 | ||||
Convertible Senior Notes | |||||||
Investments [Line Items] | |||||||
Principal amount | $ 1,400,000 | ||||||
Convertible senior notes percent | 0.00% | 0.00% | 0.00% | ||||
Maturity date, convertible senior note | Dec. 1, 2018 | ||||||
Hortonworks, Inc | |||||||
Investments [Line Items] | |||||||
Warrants | $ 29,000 | $ 29,000 | 79,000 | ||||
Loss on Hortonworks warrants | (8,000) | $ (13,000) | (50,000) | $ (19,000) | |||
Fair Value Measurements At Reporting Date Using Level 2 | Convertible Senior Notes | |||||||
Investments [Line Items] | |||||||
Fair value of the convertible senior notes | 1,310,293 | 1,310,293 | 1,250,124 | ||||
Fair Value Measurements At Reporting Date Using Level 2 | Hortonworks, Inc | |||||||
Investments [Line Items] | |||||||
Warrants | 0 | 0 | 0 | ||||
Cash and Cash Equivalents | |||||||
Investments [Line Items] | |||||||
Short-term, highly-liquid investments | 644,000 | 644,000 | 667,000 | ||||
Other long-term assets and investments | |||||||
Investments [Line Items] | |||||||
Other investments held at cost | $ 83,000 | $ 83,000 | $ 83,000 |
Marketable Securities, Invest46
Marketable Securities, Investments and Fair Value Disclosures, Available for Sale Securities by Contractual Maturities (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Due within one year | $ 5,189,207 | $ 4,225,112 |
Due after one year through five years | 1,170,962 | 975,961 |
Total available-for-sale marketable debt securities | $ 6,360,169 | $ 5,201,073 |
Marketable Securities, Invest47
Marketable Securities, Investments and Fair Value Disclosures, Available for Sale Marketable Debt Securities in Unrealized Loss Position (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Less than 12 Months, Fair Value | $ 1,768,069 | $ 2,967,388 |
Less than 12 Months, Unrealized Loss | (1,777) | (5,398) |
12 Months or Longer, Fair Value | 56,522 | 99,214 |
12 Months or Longer, Unrealized Loss | (30) | (145) |
Total, Fair Value | 1,824,591 | 3,066,602 |
Total, Unrealized Loss | (1,807) | (5,543) |
Government and agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Less than 12 Months, Fair Value | 197,080 | 552,041 |
Less than 12 Months, Unrealized Loss | (191) | (635) |
12 Months or Longer, Fair Value | 0 | 0 |
12 Months or Longer, Unrealized Loss | 0 | 0 |
Total, Fair Value | 197,080 | 552,041 |
Total, Unrealized Loss | (191) | (635) |
Corporate debt securities, commercial paper, and bank certificates of deposit | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Less than 12 Months, Fair Value | 1,570,989 | 2,415,347 |
Less than 12 Months, Unrealized Loss | (1,586) | (4,763) |
12 Months or Longer, Fair Value | 56,522 | 99,214 |
12 Months or Longer, Unrealized Loss | (30) | (145) |
Total, Fair Value | 1,627,511 | 2,514,561 |
Total, Unrealized Loss | $ (1,616) | $ (4,908) |
Marketable Securities, Invest48
Marketable Securities, Investments and Fair Value Disclosures, Fair Value of Financial Assets and Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Hortonworks, Inc | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants | $ 29,000 | $ 79,000 | |
Fair Value Measurements At Reporting Date Using Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial assets at fair value | 41,190,810 | 31,643,573 | |
Total financial assets and liabilities at fair value | 41,190,810 | 31,643,573 | |
Fair Value Measurements At Reporting Date Using Level 1 | Hortonworks, Inc | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants | 0 | 0 | |
Fair Value Measurements At Reporting Date Using Level 1 | Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | [1] | 574,351 | 386,792 |
Fair Value Measurements At Reporting Date Using Level 1 | Government and agency securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 1 | Commercial Paper And Bank Certificates Of Deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 1 | Corporate Debt Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 1 | Time Deposits | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 1 | Corporate Equity Securities | Other corporate equity securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [2] | 6,961 | 197 |
Fair Value Measurements At Reporting Date Using Level 1 | Corporate Equity Securities | Alibaba Group | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 40,577,385 | 31,172,361 | |
Fair Value Measurements At Reporting Date Using Level 1 | Corporate Equity Securities | Hortonworks, Inc | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [2] | 32,113 | 84,223 |
Fair Value Measurements At Reporting Date Using Level 1 | Foreign Currency Derivative Contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign currency derivative contracts, assets | [3] | 0 | 0 |
Foreign currency derivative contracts, liabilities | [3] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 2 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial assets at fair value | 6,429,996 | 5,565,929 | |
Total financial assets and liabilities at fair value | 6,384,339 | 5,560,268 | |
Fair Value Measurements At Reporting Date Using Level 2 | Hortonworks, Inc | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants | 0 | 0 | |
Fair Value Measurements At Reporting Date Using Level 2 | Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | [1] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 2 | Government and agency securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 686,007 | 635,917 |
Fair Value Measurements At Reporting Date Using Level 2 | Commercial Paper And Bank Certificates Of Deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 2,658,311 | 1,844,494 |
Fair Value Measurements At Reporting Date Using Level 2 | Corporate Debt Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 3,045,334 | 2,918,496 |
Fair Value Measurements At Reporting Date Using Level 2 | Time Deposits | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 40,297 | 82,703 |
Fair Value Measurements At Reporting Date Using Level 2 | Corporate Equity Securities | Other corporate equity securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [2] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 2 | Corporate Equity Securities | Alibaba Group | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 0 | 0 | |
Fair Value Measurements At Reporting Date Using Level 2 | Corporate Equity Securities | Hortonworks, Inc | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [2] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 2 | Foreign Currency Derivative Contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign currency derivative contracts, assets | [3] | 47 | 84,319 |
Foreign currency derivative contracts, liabilities | [3] | (45,657) | (5,661) |
Fair Value Measurements At Reporting Date Using Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial assets at fair value | 28,931 | 78,861 | |
Total financial assets and liabilities at fair value | 28,931 | 78,861 | |
Fair Value Measurements At Reporting Date Using Level 3 | Hortonworks, Inc | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants | 28,931 | 78,861 | |
Fair Value Measurements At Reporting Date Using Level 3 | Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | [1] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 3 | Government and agency securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 3 | Commercial Paper And Bank Certificates Of Deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 3 | Corporate Debt Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 3 | Time Deposits | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 3 | Corporate Equity Securities | Other corporate equity securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [2] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 3 | Corporate Equity Securities | Alibaba Group | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 0 | 0 | |
Fair Value Measurements At Reporting Date Using Level 3 | Corporate Equity Securities | Hortonworks, Inc | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [2] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Level 3 | Foreign Currency Derivative Contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign currency derivative contracts, assets | [3] | 0 | 0 |
Foreign currency derivative contracts, liabilities | [3] | 0 | 0 |
Fair Value Measurements At Reporting Date Using Total | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Financial assets at fair value | 47,649,737 | 37,288,363 | |
Total financial assets and liabilities at fair value | 47,604,080 | 37,282,702 | |
Fair Value Measurements At Reporting Date Using Total | Hortonworks, Inc | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrants | 28,931 | 78,861 | |
Fair Value Measurements At Reporting Date Using Total | Money Market Funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Money market funds | [1] | 574,351 | 386,792 |
Fair Value Measurements At Reporting Date Using Total | Government and agency securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 686,007 | 635,917 |
Fair Value Measurements At Reporting Date Using Total | Commercial Paper And Bank Certificates Of Deposit | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 2,658,311 | 1,844,494 |
Fair Value Measurements At Reporting Date Using Total | Corporate Debt Securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 3,045,334 | 2,918,496 |
Fair Value Measurements At Reporting Date Using Total | Time Deposits | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [1] | 40,297 | 82,703 |
Fair Value Measurements At Reporting Date Using Total | Corporate Equity Securities | Other corporate equity securities | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [2] | 6,961 | 197 |
Fair Value Measurements At Reporting Date Using Total | Corporate Equity Securities | Alibaba Group | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | 40,577,385 | 31,172,361 | |
Fair Value Measurements At Reporting Date Using Total | Corporate Equity Securities | Hortonworks, Inc | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Available-for-sale securities | [2] | 32,113 | 84,223 |
Fair Value Measurements At Reporting Date Using Total | Foreign Currency Derivative Contracts | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign currency derivative contracts, assets | [3] | 47 | 84,319 |
Foreign currency derivative contracts, liabilities | [3] | $ (45,657) | $ (5,661) |
[1] | The money market funds, government and agency securities, commercial paper and bank certificates of deposit, corporate debt securities, and time deposits are classified as part of either cash and cash equivalents or short or long-term marketable securities on the condensed consolidated balance sheets. | ||
[2] | The Hortonworks equity securities and other corporate equity securities are classified as part of other long-term assets and investments on the condensed consolidated balance sheets. | ||
[3] | Foreign currency derivative contracts are classified as part of either current or noncurrent assets or liabilities on the condensed consolidated balance sheets. The notional amounts of the foreign currency derivative contracts were: $1.5 billion, including contracts designated as net investment hedges of $1.2 billion, as of December 31, 2015; and $0.3 billion, including contracts designated as net investment hedges of $0.2 billion, as of September 30, 2016. |
Marketable Securities, Invest49
Marketable Securities, Investments and Fair Value Disclosures, Fair Value of Financial Assets and Liabilities (Parenthetical) (Detail) - Foreign Currency Derivative Contracts - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative notional amount | $ 300 | $ 1,500 |
Designated as Hedging Instrument | Net Investment Hedges | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative notional amount | $ 200 | $ 1,150 |
Consolidated Financial Statem50
Consolidated Financial Statement Details, Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accumulated Other Comprehensive Income [Line Items] | ||
Unrealized gains on available-for-sale securities, net of tax | $ 22,474,442 | $ 16,918,539 |
Unrealized gains (losses) on cash flow hedges, net of tax | (1,942) | 482 |
Foreign currency translation, net of tax | 42,970 | (342,990) |
Accumulated other comprehensive income | $ 22,515,470 | $ 16,576,031 |
Consolidated Financial Statem51
Consolidated Financial Statement Details, Noncontrolling Interests (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Noncontrolling Interest [Line Items] | ||||
Beginning noncontrolling interests | $ 35,883 | $ 43,755 | ||
Distributions to noncontrolling interests | (5,948) | (15,847) | ||
Net income attributable to noncontrolling interests | $ 474 | $ 1,875 | 2,949 | 5,215 |
Ending noncontrolling interests | $ 32,884 | $ 33,123 | $ 32,884 | $ 33,123 |
Consolidated Financial Statem52
Consolidated Financial Statement Details, Other Expense, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Components of Other Income (Expense) [Line Items] | ||||
Interest and investment income | $ 17,013 | $ 8,010 | $ 42,534 | $ 24,888 |
Interest expense | (18,513) | (18,411) | (55,238) | (53,540) |
Loss on Hortonworks warrants | (8,493) | (12,782) | (49,930) | (19,241) |
Foreign exchange (loss) gain | 3,180 | (1,490) | 22,006 | (21,017) |
Other | 691 | 718 | 2,152 | 2,151 |
Total other expense, net | $ (6,122) | $ (23,955) | $ (38,476) | $ (66,759) |
Consolidated Financial Statem53
Consolidated Financial Statement Details - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Financial Statement Details [Line Items] | ||||
Loss on Hortonworks warrants | $ (8,493) | $ (12,782) | $ (49,930) | $ (19,241) |
Foreign Exchange | ||||
Financial Statement Details [Line Items] | ||||
Foreign currency transaction, realized gain due to liquidation of foreign subsidiaries | 3,000 | 20,000 | ||
Hortonworks, Inc | ||||
Financial Statement Details [Line Items] | ||||
Loss on Hortonworks warrants | $ (8,000) | $ (13,000) | $ (50,000) | $ (19,000) |
Consolidated Financial Statem54
Consolidated Financial Statement Details, Reclassifications Out of Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Revenue | $ (1,305,206) | $ (1,225,673) | $ (3,699,995) | $ (3,694,908) |
Restructuring charges, net | 9,962 | 26,012 | 86,576 | 96,932 |
Other expense, net | 6,122 | 23,955 | 38,476 | 66,759 |
Total reclassifications for the period | (1,014) | 941 | (15,887) | 3,081 |
Realized losses on cash flow hedges, net of tax | Reclassification out of Accumulated Other Comprehensive Income | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Revenue | 1,838 | 869 | 3,270 | 3,007 |
Realized losses on available-for-sale securities, net of tax | Reclassification out of Accumulated Other Comprehensive Income | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Other expense, net | 11 | 72 | 206 | 74 |
Liquidation of foreign subsidiary CTA reclassification | Reclassification out of Accumulated Other Comprehensive Income | ||||
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items] | ||||
Restructuring charges, net | 1,110 | 0 | ||
Other expense, net | $ (2,863) | $ 0 | $ (20,473) | $ 0 |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Additional Information (Detail) | Jun. 16, 2016USD ($) | Sep. 02, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Entity | Sep. 30, 2015USD ($)Entity | Dec. 31, 2014USD ($) | Jul. 23, 2016USD ($) | Apr. 21, 2016USD ($) | Dec. 31, 2015USD ($) | |
Business Acquisition [Line Items] | |||||||||||
Stock-based compensation expense | $ 128,892,000 | $ 110,426,000 | $ 369,263,000 | $ 351,252,000 | |||||||
Goodwill | 437,609,000 | 437,609,000 | $ 808,114,000 | ||||||||
Total cash consideration | 1,500,000 | 29,100,000 | $ 460,000,000 | ||||||||
Proceeds from sale of property and equipment | 249,089,000 | 11,069,000 | |||||||||
Gain on disposition of property plant equipment | 0 | 0 | $ 121,559,000 | 11,100,000 | |||||||
Consideration to be received form sale of subsidiary | $ 4,825,800,000 | ||||||||||
Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortizable intangible assets, useful life | 7 years | ||||||||||
Polyvore, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Business combination, total purchase price | $ 160,582,000 | ||||||||||
Stock-based compensation expense | $ 15,000,000 | ||||||||||
Period for recognizing stock-based compensation contingently issuable in acquisition | 4 years | ||||||||||
Stock based compensation contingently issuable | $ 15,000,000 | ||||||||||
Weighted average useful life of amortizable intangible assets | 3 years | ||||||||||
Goodwill | $ 131,084,000 | ||||||||||
Business combination, net assumed liabilities | $ 7,503,000 | ||||||||||
Polyvore, Inc. | Maximum | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Amortizable intangible assets, useful life | 5 years | ||||||||||
Polyvore, Inc. | Stock Options | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Stock-based compensation expense | $ 7,000,000 | ||||||||||
Period for recognizing stock-based compensation contingently issuable in acquisition | 4 years | ||||||||||
Other Acquisitions | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill | 22,000,000 | $ 22,000,000 | |||||||||
Business combination, number of entities acquired | Entity | 0 | 1 | |||||||||
Business combination, total purchase price | $ 23,000,000 | ||||||||||
Business combination, amortizable intangible assets | 5,000,000 | 5,000,000 | |||||||||
Business combination, net assumed liabilities | 4,000,000 | 4,000,000 | |||||||||
Sold Patents | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total cash consideration | 61,000,000 | ||||||||||
Gain on sale of patents | 0 | 0 | $ 2,000,000 | 11,000,000 | 61,000,000 | ||||||
Existing Patents | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total cash consideration | 135,000,000 | ||||||||||
Future revenue recognition period | 4 years | ||||||||||
Capture Period Patents | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total cash consideration | $ 264,000,000 | ||||||||||
Future revenue recognition period | 5 years | ||||||||||
Existing Patents and Capture Period Patents | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Revenue related to patents | 22,000,000 | $ 22,000,000 | $ 65,000,000 | $ 65,000,000 | |||||||
Americas Segment | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Goodwill | [1] | $ 123,985,000 | 123,985,000 | $ 518,886,000 | |||||||
Americas Segment | California | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Carrying value of property | $ 126,000,000 | ||||||||||
Proceeds from sale of property and equipment | $ 246,000,000 | 246,000,000 | |||||||||
Closing costs | $ 4,000,000 | ||||||||||
Gain on disposition of property plant equipment | $ 120,000,000 | ||||||||||
[1] | Gross goodwill balance for the Americas segment was $4.4 billion as of September 30, 2016. The Americas segment includes accumulated impairment losses of $4.3 billion as of September 30, 2016. |
Acquisitions and Dispositions,
Acquisitions and Dispositions, Allocation of Purchase Price of Assets Acquired and Liabilities Assumed, Polyvore (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 02, 2015 |
Business Acquisition [Line Items] | |||
Goodwill | $ 437,609 | $ 808,114 | |
Polyvore, Inc. | |||
Business Acquisition [Line Items] | |||
Cash acquired | $ 6,019 | ||
Other tangible assets acquired | 12,057 | ||
Goodwill | 131,084 | ||
Total assets acquired | 168,085 | ||
Liabilities assumed | (7,503) | ||
Total | 160,582 | ||
Developed Technology | Polyvore, Inc. | |||
Business Acquisition [Line Items] | |||
Amortizable intangible assets | 17,550 | ||
Tradename | Polyvore, Inc. | |||
Business Acquisition [Line Items] | |||
Amortizable intangible assets | 1,150 | ||
Customer Contracts and Related Relationships | Polyvore, Inc. | |||
Business Acquisition [Line Items] | |||
Amortizable intangible assets | $ 225 |
Goodwill (Detail)
Goodwill (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Goodwill [Line Items] | |||||
Beginning balance | $ 808,114 | ||||
Goodwill impairment charge | $ 0 | $ 0 | (394,901) | $ 0 | |
Foreign currency translation adjustments | 24,396 | ||||
Ending balance | 437,609 | 437,609 | |||
Americas Segment | |||||
Goodwill [Line Items] | |||||
Beginning balance | [1] | 518,886 | |||
Goodwill impairment charge | [1] | (394,901) | |||
Foreign currency translation adjustments | [1] | 0 | |||
Ending balance | [1] | 123,985 | 123,985 | ||
Europe Middle East Africa Segment | |||||
Goodwill [Line Items] | |||||
Beginning balance | [2] | 0 | |||
Goodwill impairment charge | [2] | 0 | |||
Foreign currency translation adjustments | [2] | 0 | |||
Ending balance | [2] | 0 | 0 | ||
Asia Pacific Segment | |||||
Goodwill [Line Items] | |||||
Beginning balance | [3] | 289,228 | |||
Goodwill impairment charge | [3] | 0 | |||
Foreign currency translation adjustments | [3] | 24,396 | |||
Ending balance | [3] | $ 313,624 | $ 313,624 | ||
[1] | Gross goodwill balance for the Americas segment was $4.4 billion as of September 30, 2016. The Americas segment includes accumulated impairment losses of $4.3 billion as of September 30, 2016. | ||||
[2] | The EMEA segment includes accumulated impairment losses of $1.2 billion as of September 30, 2016. | ||||
[3] | Gross goodwill balance for the Asia Pacific segment was $466 million as of September 30, 2016. The Asia Pacific segment includes accumulated impairment losses of $159 million as of September 30, 2016. |
Goodwill (Parenthetical) (Detai
Goodwill (Parenthetical) (Detail) $ in Millions | Sep. 30, 2016USD ($) |
Americas Segment | |
Goodwill [Line Items] | |
Gross Goodwill Balance | $ 4,400 |
Accumulated goodwill impairment | 4,300 |
Europe Middle East Africa Segment | |
Goodwill [Line Items] | |
Accumulated goodwill impairment | 1,200 |
Asia Pacific Segment | |
Goodwill [Line Items] | |
Gross Goodwill Balance | 466 |
Accumulated goodwill impairment | $ 159 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | ||
Goodwill [Line Items] | |||||||
Goodwill impairment charge | $ 0 | $ 0 | $ 394,901 | $ 0 | |||
Goodwill | 437,609 | 437,609 | $ 808,114 | ||||
Americas Segment | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment charge | [1] | 394,901 | |||||
Goodwill | [1] | 123,985 | 123,985 | $ 518,886 | |||
Tumblr | |||||||
Goodwill [Line Items] | |||||||
Goodwill impairment charge | $ 395,000 | ||||||
Tumblr | Americas Segment | |||||||
Goodwill [Line Items] | |||||||
Goodwill | $ 124,000 | $ 124,000 | |||||
[1] | Gross goodwill balance for the Americas segment was $4.4 billion as of September 30, 2016. The Americas segment includes accumulated impairment losses of $4.3 billion as of September 30, 2016. |
Intangible Assets Net (Detail)
Intangible Assets Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | ||
Total intangible assets, net [Line Items] | ||||||
Gross Carrying Amount | $ 546,274 | $ 546,274 | ||||
Accumulated Amortization | [1] | (276,941) | (276,941) | |||
Impairment Charge | 0 | $ 0 | (87,335) | $ 0 | ||
Net | 181,998 | 181,998 | $ 347,269 | |||
Customer, Affiliate And Advertiser Related Relationships | ||||||
Total intangible assets, net [Line Items] | ||||||
Gross Carrying Amount | 350,911 | 350,911 | ||||
Accumulated Amortization | [1] | (170,517) | (170,517) | |||
Impairment Charge | (66,680) | |||||
Net | 113,714 | 113,714 | 220,055 | |||
Developed Technology And Patents | ||||||
Total intangible assets, net [Line Items] | ||||||
Gross Carrying Amount | 128,732 | 128,732 | ||||
Accumulated Amortization | [1] | (73,358) | (73,358) | |||
Impairment Charge | 0 | |||||
Net | 55,374 | 55,374 | 86,909 | |||
Tradenames, Trademarks, And Domain Names | ||||||
Total intangible assets, net [Line Items] | ||||||
Gross Carrying Amount | 66,631 | 66,631 | ||||
Accumulated Amortization | [1] | (33,066) | (33,066) | |||
Impairment Charge | (20,655) | |||||
Net | $ 12,910 | $ 12,910 | $ 40,305 | |||
[1] | Cumulative foreign currency translation adjustments, reflecting movement in the currencies of the underlying entities, totaled approximately $18 million as of September 30, 2016. |
Intangible Assets Net (Parenthe
Intangible Assets Net (Parenthetical) (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Total intangible assets, net [Line Items] | |
Cumulative foreign currency translation adjustments | $ 18 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Total intangible assets, net [Line Items] | |||||
Indefinite-lived intangible assets acquired | $ 0 | ||||
Amortization of intangible assets | $ 20,000,000 | $ 34,000,000 | 80,036,000 | $ 102,090,000 | |
Estimated amortization expense for the remainder of 2016 | 20,000,000 | 20,000,000 | |||
Estimated amortization expense 2017 | 76,000,000 | 76,000,000 | |||
Estimated amortization expense 2018 | 55,000,000 | 55,000,000 | |||
Estimated amortization expense 2019 | 30,000,000 | 30,000,000 | |||
Estimated amortization expense 2020 and cumulatively thereafter | 1,000,000 | 1,000,000 | |||
Intangible assets impairment charge | 0 | 0 | $ 87,335,000 | 0 | |
Tumblr | |||||
Total intangible assets, net [Line Items] | |||||
Intangible assets impairment charge | $ 87,000,000 | ||||
Minimum | |||||
Total intangible assets, net [Line Items] | |||||
Amortizable intangible assets, useful life | 1 year | ||||
Maximum | |||||
Total intangible assets, net [Line Items] | |||||
Amortizable intangible assets, useful life | 7 years | ||||
Cost of revenue - other | |||||
Total intangible assets, net [Line Items] | |||||
Amortization of intangible assets | $ 9,000,000 | $ 14,000,000 | $ 33,000,000 | $ 42,000,000 |
Basic And Diluted Net Income 63
Basic And Diluted Net Income (Loss) Attributable To Yahoo! Inc. Common Stockholders Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computation of earnings per share | 2 | 14 | 6 |
Basic and Diluted Net Income 64
Basic and Diluted Net Income (Loss) Attributable to Yahoo! Inc - Common Stockholders Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items] | ||||
Net income (loss) attributable to Yahoo! Inc. | $ 162,826 | $ 76,261 | $ (376,319) | $ 75,905 |
Less: Net income allocated to participating securities | (2) | 0 | 0 | 0 |
Net income (loss) attributable to Yahoo! Inc. common stockholders - basic | $ 162,824 | $ 76,261 | $ (376,319) | $ 75,905 |
Weighted average common shares | 951,421 | 940,822 | 948,524 | 937,713 |
Net income (loss) attributable to Yahoo! Inc. common stockholders per share-basic | $ 0.17 | $ 0.08 | $ (0.40) | $ 0.08 |
Net income (loss) attributable to Yahoo! Inc. | $ 162,826 | $ 76,261 | $ (376,319) | $ 75,905 |
Less: Net income allocated to participating securities | (2) | 0 | 0 | 0 |
Less: Effect of dilutive securities issued by equity investees | (1,282) | (1,112) | 0 | (3,431) |
Net income (loss) attributable to Yahoo! Inc. common stockholders-diluted | $ 161,542 | $ 75,149 | $ (376,319) | $ 72,474 |
Denominator for basic calculation | 951,421 | 940,822 | 948,524 | 937,713 |
Denominator for diluted calculation | 957,304 | 946,934 | 948,524 | 944,160 |
Net income (loss) attributable to Yahoo! Inc. common stockholders per share-diluted | $ 0.17 | $ 0.08 | $ (0.40) | $ 0.08 |
Restricted Stock Units (RSUs) | ||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items] | ||||
Incremental common shares | 4,373 | 4,551 | 0 | 5,155 |
Stock Options and Employee Stock Purchase Plan | ||||
Schedule of Earnings Per Share, Basic and Diluted, by Common Class [Line Items] | ||||
Incremental common shares | 1,510 | 1,561 | 0 | 1,292 |
Investments in Equity Interes65
Investments in Equity Interests Accounted for Using the Equity Method of Accounting (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of Equity Method Investments [Line Items] | ||
Investment in equity interests | $ 3,020,804 | $ 2,503,229 |
Equity Investment in Yahoo Japan | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment in equity interests | $ 3,020,804 | $ 2,496,657 |
Percent ownership of common stock as of balance sheet date | 35.50% | 35.50% |
Other | ||
Schedule of Equity Method Investments [Line Items] | ||
Investment in equity interests | $ 0 | $ 6,572 |
Percent ownership of common stock as of balance sheet date | 0.00% | 20.00% |
Investments in Equity Interes66
Investments in Equity Interests Accounted for Using the Equity Method of Accounting - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | |||||
Dividends received from equity investee, net of withholding taxes | $ 156,968 | $ 142,045 | |||
Equity Investment in Yahoo Japan | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Fair value of the company's ownership interest in the common stock of Yahoo Japan | $ 8,100,000 | 8,100,000 | |||
Revenue received through commercial arrangements with Yahoo Japan | 68,000 | $ 57,000 | 190,000 | 172,000 | |
Receivables balance from Yahoo Japan | $ 48,000 | $ 48,000 | $ 37,000 | ||
Alibaba Group | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Royalty received | $ 60,000 | $ 199,000 | |||
Royalty payment obligation period end | Sep. 24, 2014 | ||||
Deferred revenue recognition period | Sep. 18, 2015 |
Investments in Equity Interes67
Investments in Equity Interests Accounted for Using the Equity Method of Accounting - Yahoo Japan Condensed Financial Information Operating Data (Detail) - Equity Investment in Yahoo Japan - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||||
Revenue | $ 1,126,615 | $ 911,735 | $ 3,147,894 | $ 2,840,393 |
Gross profit | 875,570 | 712,561 | 2,461,125 | 2,254,511 |
Income from operations | 466,435 | 402,865 | 1,040,561 | 1,266,084 |
Net income | 324,820 | 274,567 | 700,785 | 836,081 |
Net income attributable to Yahoo Japan | $ 325,553 | $ 273,636 | $ 705,449 | $ 832,611 |
Investments in Equity Interes68
Investments in Equity Interests Accounted for Using the Equity Method of Accounting - Yahoo Japan Condensed Financial Information Balance Sheet Data (Detail) - Equity Investment in Yahoo Japan - USD ($) $ in Thousands | Jun. 30, 2016 | Sep. 30, 2015 |
Schedule of Equity Method Investments [Line Items] | ||
Current assets | $ 6,377,258 | $ 6,150,688 |
Long-term assets | 4,094,564 | 2,430,699 |
Current liabilities | 2,456,712 | 2,003,960 |
Long-term liabilities | 314,035 | 245,834 |
Noncontrolling interests | $ 191,735 | $ 165,601 |
Foreign Currency Derivative F69
Foreign Currency Derivative Financial Instruments, Notional Amounts of Outstanding Derivative Contracts (Detail) - Foreign Currency Derivative Contracts - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Derivative [Line Items] | ||
Derivative notional amount | $ 300 | $ 1,500 |
Designated as Hedging Instrument | Net Investment Hedges | ||
Derivative [Line Items] | ||
Derivative notional amount | 200 | 1,150 |
Designated as Hedging Instrument | Cash Flow Hedges | ||
Derivative [Line Items] | ||
Derivative notional amount | 37 | 75 |
Not Designated as Hedging Instrument | Balance Sheet Hedges | ||
Derivative [Line Items] | ||
Derivative notional amount | $ 80 | $ 225 |
Foreign Currency Derivative F70
Foreign Currency Derivative Financial Instruments, Foreign Currency Derivative Activity (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | |||
Derivative [Line Items] | ||||
Gain (Loss) Recorded in Other Income (Expense), Net | $ 46,046 | $ (10,337) | ||
Designated as Hedging Instrument | Net Investment Hedges | ||||
Derivative [Line Items] | ||||
Beginning Fair Value | 74,000 | 185,000 | ||
Settlement Payment (Receipt), Net | (30,000) | (92,000) | ||
Gain (Loss) Recorded in Other Income (Expense), Net | 0 | 1,000 | ||
Gain (Loss) Recorded in Other Comprehensive Income (Loss) | (84,000) | [1] | 7,000 | [2] |
Gain (Loss) Recorded in Revenue | 0 | 0 | ||
Ending Fair Value | (40,000) | 101,000 | ||
Designated as Hedging Instrument | Cash Flow Hedges | ||||
Derivative [Line Items] | ||||
Beginning Fair Value | 2,000 | 8,000 | ||
Settlement Payment (Receipt), Net | 2,000 | (1,000) | ||
Gain (Loss) Recorded in Other Income (Expense), Net | (1,000) | (1,000) | ||
Gain (Loss) Recorded in Other Comprehensive Income (Loss) | (4,000) | (3,000) | ||
Gain (Loss) Recorded in Revenue | (5,000) | (2,000) | ||
Ending Fair Value | (6,000) | 1,000 | ||
Not Designated as Hedging Instrument | Balance Sheet Hedges | ||||
Derivative [Line Items] | ||||
Beginning Fair Value | 2,000 | 4,000 | ||
Settlement Payment (Receipt), Net | (4,000) | (22,000) | ||
Gain (Loss) Recorded in Other Income (Expense), Net | 2,000 | 17,000 | ||
Gain (Loss) Recorded in Other Comprehensive Income (Loss) | 0 | 0 | ||
Gain (Loss) Recorded in Revenue | 0 | 0 | ||
Ending Fair Value | $ 0 | $ (1,000) | ||
[1] | This amount does not reflect the tax impact of $30 million recorded during the nine months ended September 30, 2016. The $54 million after tax impact of the loss recorded within other comprehensive (loss) income was included in accumulated other comprehensive income on the Company's condensed consolidated balance sheets. | |||
[2] | This amount does not reflect the tax impact of $3 million recorded during the nine months ended September 30, 2015. The $4 million after tax impact of the gain recorded within other comprehensive (loss) income was included in accumulated other comprehensive income on the Company's condensed consolidated balance sheets. |
Foreign Currency Derivative F71
Foreign Currency Derivative Financial Instruments, Foreign Currency Derivative Activity (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Derivative [Line Items] | ||||
Net investment hedge CTA gains (losses), taxes | $ (217) | $ 8,252 | $ 30,036 | $ (2,492) |
Net investment hedge CTA gains (losses), net of taxes | $ 393 | $ (13,855) | $ (54,482) | $ 4,183 |
Foreign Currency Derivative F72
Foreign Currency Derivative Financial Instruments, Foreign Currency Derivative Contracts Balance Sheet Location and Ending Fair Value (Detail) - Foreign Currency Derivative Contracts - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 | |
Designated as Hedging Instrument | Net Investment Hedges | Assets | |||
Derivatives, Fair Value [Line Items] | |||
Foreign currency forward contract, fair value asset | [1] | $ 0 | $ 79 |
Designated as Hedging Instrument | Net Investment Hedges | Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Foreign currency forward contract, fair value liability | [2] | (40) | (5) |
Designated as Hedging Instrument | Cash Flow Hedges | Assets | |||
Derivatives, Fair Value [Line Items] | |||
Foreign currency forward contract, fair value asset | [1] | 0 | 2 |
Designated as Hedging Instrument | Cash Flow Hedges | Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Foreign currency forward contract, fair value liability | [2] | (6) | 0 |
Not Designated as Hedging Instrument | Balance Sheet Hedges | Assets | |||
Derivatives, Fair Value [Line Items] | |||
Foreign currency forward contract, fair value asset | [1] | 0 | 3 |
Not Designated as Hedging Instrument | Balance Sheet Hedges | Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Foreign currency forward contract, fair value liability | [2] | $ 0 | $ (1) |
[1] | Included in prepaid expenses and other current assets or other long-term assets and investments on the condensed consolidated balance sheets. | ||
[2] | Included in other accrued expenses and current liabilities or other long-term liabilities on the condensed consolidated balance sheets. |
Credit Agreement - Additional I
Credit Agreement - Additional Information (Detail) - After Amendment - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2016 | May 18, 2016 | |
Line of Credit Facility [Line Items] | ||
Unsecured revolving credit facility, terminated amount | $ 750 | |
Unsecured revolving credit facility | $ 750 | |
Unsecured revolving credit facility Termination date | May 23, 2016 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Detail) - Convertible Senior Notes - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | |||
Convertible senior notes percent | 0.00% | 0.00% | |
Principal | $ 1,437,500 | $ 1,437,500 | |
Conversion rate per $1,000 principal amount of Notes | 18.7161 | ||
Purchase price of notes as percentage of principal amount, plus accrued and unpaid interest | 100.00% | ||
Initial conversion price | $ 53.43 | ||
Maturity date, convertible senior note | Dec. 1, 2018 | ||
Number of option counterparties adjusted the strike price | 2 | ||
Strike price of warrants | $ 71.24 |
Convertible Notes, Schedule of
Convertible Notes, Schedule of Notes (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Net carrying amount | $ 1,283,002 | $ 1,233,485 | |
Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Principal | 1,437,500 | 1,437,500 | |
Less: note discount | (154,498) | (204,015) | |
Net carrying amount | 1,283,002 | 1,233,485 | |
Equity component | [1] | $ 305,569 | $ 305,569 |
[1] | Recorded on the condensed consolidated balance sheets within additional paid-in capital. |
Convertible Notes, Interest Exp
Convertible Notes, Interest Expense Recognized Related To Notes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Debt Instrument [Line Items] | ||||
Accretion of convertible note discount | $ 16,723 | $ 15,867 | $ 49,517 | $ 46,984 |
Convertible Notes, Fair Value a
Convertible Notes, Fair Value and Carrying Value of Notes (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Carrying Value | $ 1,283,002 | $ 1,233,485 |
Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Carrying Value | 1,283,002 | 1,233,485 |
Fair Value Measurements At Reporting Date Using Level 2 | Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Fair Value | $ 1,310,293 | $ 1,250,124 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) pure in Millions | Sep. 22, 2016 | Jan. 31, 2016Defendant | Sep. 30, 2016USD ($)Building |
Commitments and Contingencies Disclosure [Line Items] | |||
Number of user accounts stolen | 500 | ||
Maximum | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Operating and capital lease agreements, original lease period | 15 years | ||
Operating and capital lease agreements, expiry year | 2,025 | ||
Minimum | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Operating and capital lease agreements, expiry year | 2,016 | ||
Affiliate Commitments | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Total commitments | $ 985,000,000 | ||
Payable in the remainder of 2016 | 60,000,000 | ||
Payable in 2017 | 300,000,000 | ||
Payable in 2018 | 300,000,000 | ||
Payable in 2019 | 300,000,000 | ||
Payable in 2020 | 25,000,000 | ||
Non-cancelable Obligations | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Non-cancelable commitments | 124,000,000 | ||
Payable in remainder of 2016 | 23,000,000 | ||
Payable in 2017 | 47,000,000 | ||
Payable in 2018 | 32,000,000 | ||
Payable in 2019 | 9,000,000 | ||
Payable in 2020 | 3,000,000 | ||
Payable in 2021 | 3,000,000 | ||
Payable thereafter | 7,000,000 | ||
Intellectual Property Arrangements | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Intellectual property arrangements through 2023 | $ 13,000,000 | ||
Intellectual property arrangements, expiration year | 2,023 | ||
California | Buildings | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of buildings obligated to make payments for notes payable | Building | 2 | ||
Note Payable Obligations | $ 53,000,000 | ||
Payable in remainder of 2016 | 1,000,000 | ||
Payable in 2017 | 5,000,000 | ||
Payable in 2018 | 5,000,000 | ||
Payable in 2019 | 5,000,000 | ||
Payable in 2020 | 5,000,000 | ||
Payable in 2021 | 5,000,000 | ||
Payable thereafter | 27,000,000 | ||
Standby Letters of Credit | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Standby letters of credit outstanding | 38,000,000 | ||
TCPA Litigation Concerning Yahoo Messenger | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Loss contingency, loss in period | 1,500 | ||
TCPA Litigation Concerning Yahoo Messenger | Maximum | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Penalty per violation | 1,500 | ||
TCPA Litigation Concerning Yahoo Messenger | Minimum | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Number of members comprised in the certified class | Defendant | 300,000 | ||
Penalty per violation | $ 500 |
Commitments and Contingencies,
Commitments and Contingencies, Lease Commitments (Detail) $ in Millions | Sep. 30, 2016USD ($) |
Commitments and Contingencies Disclosure [Line Items] | |
Gross operating lease commitments, Three months ending December 31, 2016 | $ 31 |
Gross operating lease commitments, 2017 | 98 |
Gross operating lease commitments, 2018 | 76 |
Gross operating lease commitments, 2019 | 61 |
Gross operating lease commitments, 2020 | 47 |
Gross operating lease commitments, 2021 | 38 |
Gross operating lease commitments, due after 5 years | 86 |
Total gross operating lease commitments | 437 |
Sublease income, Three months ending December 31, 2016 | (4) |
Sublease income, 2017 | (15) |
Sublease income, 2018 | (12) |
Sublease income, 2019 | (9) |
Sublease income, 2020 | (7) |
Sublease income, 2021 | (6) |
Sublease income, Due after 5 years | (2) |
Total sublease income | (55) |
Net operating lease commitments,Three months ending December 31, 2016 | 27 |
Net operating lease commitments, 2017 | 83 |
Net operating lease commitments, 2018 | 64 |
Net operating lease commitments, 2019 | 52 |
Net operating lease commitments, 2020 | 40 |
Net operating lease commitments, 2021 | 32 |
Net operating lease commitments, Due after 5 years | 84 |
Total net operating lease commitments | $ 382 |
Commitments and Contingencies80
Commitments and Contingencies, Capital Lease Commitment (Detail) $ in Millions | Sep. 30, 2016USD ($) |
Schedule of Capital Lease Obligations [Line Items] | |
Three months ending December 31, 2016 | $ 4 |
Years ending December 31, 2017 | 11 |
2,018 | 9 |
2,019 | 5 |
2,020 | 0 |
2,021 | 0 |
Due after 5 years | 3 |
Gross capital lease commitments | 32 |
Less: interest | 6 |
Net capital lease commitments included in other accrued expenses and current liabilities and other long-term liabilities | $ 26 |
Stockholders' Equity And Empl81
Stockholders' Equity And Employee Benefits, Restructuring Charges, Net (Detail) - Stock Options shares in Thousands | 9 Months Ended | |
Sep. 30, 2016$ / sharesshares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Outstanding, Beginning balance | shares | 6,522 | [1] |
Options granted | shares | 0 | |
Options exercised | shares | (1,080) | [2] |
Options expired | shares | (433) | |
Options cancelled/forfeited | shares | (369) | |
Outstanding, Ending balance | shares | 4,640 | [1] |
Weighted average exercise price per share, Beginning balance | $ / shares | $ 18.82 | [1] |
Weighted average exercise price per share, options granted | $ / shares | 0 | |
Weighted average exercise price per share, options exercised | $ / shares | 14.36 | [2] |
Weighted average exercise price per share, options expired | $ / shares | 18.55 | |
Weighted average exercise price per share, options cancelled/forfeited | $ / shares | 18.23 | |
Weighted average exercise price per share, Ending balance | $ / shares | $ 19.93 | [1] |
[1] | Includes shares subject to performance-based stock options for which performance goals had not been set as of the date shown. | |
[2] | The Company generally issues new shares to satisfy stock option exercises. |
Stockholders' Equity and Empl82
Stockholders' Equity and Employee Benefits - Additional Information (Detail) - USD ($) | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | Nov. 30, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Payments made to taxing authorities for employees' tax obligations | $ 157,442,000 | $ 216,061,000 | ||
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unamortized stock-based compensation expense | $ 12,000,000 | |||
Stock-based compensation, recognition period | 10 months 24 days | |||
Restricted Stock and Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation, recognition period | 2 years 4 months 24 days | |||
Unamortized stock-based compensation expense | $ 602,000,000 | |||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vested | 11,386,000 | 13,800,000 | ||
Shares withheld to settle employees' minimum statutory obligation for applicable income and other employment taxes | 4,200,000 | 5,300,000 | ||
Performance Based Stock Options | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock awards vesting percentage for each performance period | 0.00% | |||
Performance Based Stock Options | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock awards vesting percentage for each performance period | 100.00% | |||
Performance Based Stock Options | First Tranche | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation, recognition period | 12 months | |||
Stock options grant date fair value | $ 13,000,000 | |||
Performance Based Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation, recognition period | 12 months | |||
Equity award vesting period | 4 years | |||
Performance Based Restricted Stock Units | Chief Executive Officer | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Equity award vesting period | 3 years | |||
Performance Based Restricted Stock Units | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock awards vesting percentage for each performance period | 0.00% | |||
Performance Based Restricted Stock Units | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock awards vesting percentage for each performance period | 200.00% | |||
Performance Based Restricted Stock Units | First Tranche | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units grant date fair value | $ 10,000,000 | |||
Restricted stock units grant date | 2016-03 | |||
Performance Based Restricted Stock Units | Second Tranche | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units grant date fair value | $ 8,000,000 | |||
Restricted stock units grant date | 2015-03 | |||
Performance Based Restricted Stock Units | Tranche Three | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units grant date fair value | $ 4,000,000 | |||
Restricted stock units grant date | 2014-02 | |||
Performance Based Restricted Stock Units | Fourth Tranche | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted stock units grant date fair value | $ 8,000,000 | |||
Restricted stock units grant date | 2013-02 | |||
GAAP Revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Financial performance metric weighting for stock option awards | 33.3333% | |||
Financial performance metric weighting for restricted stock unit awards | 33.3333% | |||
Revenue ex -TAC | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Financial performance metric weighting for stock option awards | 33.3333% | |||
Financial performance metric weighting for restricted stock unit awards | 33.3333% | |||
Adjusted EBITDA | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Financial performance metric weighting for stock option awards | 33.3333% | |||
Financial performance metric weighting for restricted stock unit awards | 33.3333% | |||
November 2013 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Treasury stock acquired repurchase authorization value | $ 5,000,000,000 | |||
Stock repurchase program expiration date | 2016-12 | |||
Remaining authorized purchase capacity | $ 726,000,000 | |||
Repurchases of common stock, shares | 0 | |||
March 2015 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Treasury stock acquired repurchase authorization value | $ 2,000,000,000 | |||
Stock repurchase program expiration date | 2018-03 | |||
Remaining authorized purchase capacity | $ 2,000,000,000 | |||
Repurchases of common stock, shares | 0 |
Stockholders' Equity and Empl83
Stockholders' Equity and Employee Benefits, Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Awarded and unvested, Beginning balance | [1] | 28,739 | |
Granted | [2] | 14,497 | |
Vested | (11,386) | (13,800) | |
Forfeited | (6,144) | ||
Awarded and unvested, Ending balance | [1] | 25,706 | |
Weighted-average grant date fair value per share, Beginning balance | [1] | $ 39.15 | |
Weighted-average grant date fair value per share, granted shares | [2] | 34.39 | |
Weighted-average grant date fair value per share, vested shares | 31.95 | ||
Weighted-average grant date fair value per share, forfeited shares | 35.80 | ||
Weighted-average grant date fair value per share, Ending balance | [1] | $ 40.46 | |
[1] | Includes the maximum number of shares issuable under the Company's performance-based restricted stock unit awards (including future-year tranches for which performance goals had not been set) as of the date shown. | ||
[2] | Includes the maximum number of shares issuable under the performance-based restricted stock unit awards granted during the nine months ended September 30, 2016 (including future-year tranches for which performance goals had not been set during the period); excludes tranches of previously granted performance-based restricted stock units for which performance goals were set during the nine months ended September 30, 2016. |
Restructuring Charges, Net (Det
Restructuring Charges, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Employee severance pay and related costs | $ 6,772 | $ 16,597 | $ 56,620 | $ 67,746 |
Non-cancelable lease, contract termination, and other charges | 4,368 | 11,103 | 24,302 | 33,123 |
Reversals of previous charges | (1,029) | (2,590) | (2,947) | (6,611) |
Non-cash accelerations of stock-based compensation expense | 0 | 0 | 7,374 | 2,705 |
Other non-cash (credits) charges, net | (149) | 902 | 1,227 | (31) |
Restructuring charges, net | $ 9,962 | $ 26,012 | $ 86,576 | $ 96,932 |
Restructuring Charges, Net - Ad
Restructuring Charges, Net - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016USD ($)Office | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($)Office | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges, net | $ 9,962 | $ 26,012 | $ 86,576 | $ 96,932 | |
Expected workforce reduction, percentage | 15.00% | 15.00% | |||
Number of offices to be closed | Office | 6 | 6 | |||
Restructuring liability | $ 54,003 | $ 54,003 | $ 65,891 | ||
Americas Segment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges, net | 5,000 | 9,000 | 65,000 | 62,000 | |
Restructuring liability | 44,499 | 44,499 | 47,054 | ||
Europe Middle East Africa Segment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges, net | 5,000 | $ 17,000 | 18,000 | 31,000 | |
Restructuring liability | 9,264 | 9,264 | 18,389 | ||
Asia Pacific Segment | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring charges, net | 4,000 | $ 4,000 | |||
Restructuring liability | 240 | 240 | $ 448 | ||
Employee Severance | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring liability | 8,000 | $ 8,000 | |||
Restructuring liability, expected pay out period | The Company expects to pay out by the end of the second quarter of 2017 | ||||
Employee Severance | Cash Charges | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Pre-tax restructuring charges incurred | 1,000 | $ 47,000 | |||
Lease termination and other exit of facilities related costs | Cash Charges | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Pre-tax restructuring charges incurred | 1,000 | 17,000 | |||
Share Based Compensation | Non-cash Charges | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Pre-tax restructuring charges incurred | 7,000 | ||||
Impairment Losses | Non-cash Charges | Maximum | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Pre-tax restructuring charges incurred | 1,000 | ||||
Non-Cancelable Lease Costs | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring liability | $ 46,000 | $ 46,000 | |||
Restructuring liability, expected pay out period | The Company expects to pay over the terms of the related obligations through the fourth quarter of 2025 |
Restructuring Charges, Net, Res
Restructuring Charges, Net, Restructuring Accrual Activity (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Beginning balance | $ 65,891 | |||
Restructuring charges | $ 9,962 | $ 26,012 | 86,576 | $ 96,932 |
Cash paid | (90,078) | |||
Non-cash accelerations of stock-based compensation expense | 0 | $ 0 | (7,374) | $ (2,705) |
Foreign currency translation and other adjustments | (1,012) | |||
Ending balance | $ 54,003 | $ 54,003 |
Restructuring Charges, Net, R87
Restructuring Charges, Net, Restructuring Accrual by Segment (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring accruals | $ 54,003 | $ 65,891 |
Americas Segment | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring accruals | 44,499 | 47,054 |
Europe Middle East Africa Segment | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring accruals | 9,264 | 18,389 |
Asia Pacific Segment | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring accruals | $ 240 | $ 448 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ||||||
Income tax benefit | $ (105,513) | $ (93,208) | $ (124,736) | $ (75,613) | ||
U.S. tax credit on foreign income taxes | 66,000 | 66,000 | ||||
Undistributed earnings of foreign subsidiaries | 3,100,000 | 3,100,000 | ||||
Increase to U.S. taxable income due to repatriation | 149,000 | 149,000 | ||||
Income tax refund received | 190,000 | |||||
Unrecognized tax benefits | 1,100,000 | 1,100,000 | ||||
Unrecognized tax benefits recorded on condensed consolidated balance sheets | 1,000,000 | 1,000,000 | ||||
Decrease in gross unrecognized tax benefit | (8,000) | |||||
Reasonably possible reduction in unrecognized tax benefits in the next twelve months | 24,000 | 24,000 | ||||
Alibaba deferred tax liabilities | $ 16,400,000 | $ 16,400,000 | ||||
Tax payment related to YHK's sale of Alibaba Group ADSs | $ 3,300,000 | |||||
Federal | Domestic | Earliest Tax Year | ||||||
Income Taxes [Line Items] | ||||||
Tax assessment year | 2,011 | |||||
Federal | Domestic | Latest Tax Year | ||||||
Income Taxes [Line Items] | ||||||
Tax assessment year | 2,013 | |||||
California Franchise Tax Board | State | Earliest Tax Year | ||||||
Income Taxes [Line Items] | ||||||
Tax assessment year | 2,005 | |||||
California Franchise Tax Board | State | Latest Tax Year | ||||||
Income Taxes [Line Items] | ||||||
Tax assessment year | 2,008 | |||||
Tax authorities from the Brazilian State | Foreign Tax Authority | ||||||
Income Taxes [Line Items] | ||||||
Indirect tax assessed, not accrued | $ 115,000 | |||||
Tax authorities from the Brazilian State | Foreign Tax Authority | Earliest Tax Year | ||||||
Income Taxes [Line Items] | ||||||
Tax assessment year | 2,008 | |||||
Tax authorities from the Brazilian State | Foreign Tax Authority | Latest Tax Year | ||||||
Income Taxes [Line Items] | ||||||
Tax assessment year | 2,011 | |||||
Alibaba Group | ||||||
Income Taxes [Line Items] | ||||||
Shares retained by the Company | 384 | 384 | ||||
Number of ADSs sold at initial public offering | 140 | |||||
Sale of investments in equity interests, shares | 523 |
Segment Information (Detail)
Segment Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Segment Reporting Information [Line Items] | |||||
Revenue | $ 1,305,206 | $ 1,225,673 | $ 3,699,995 | $ 3,694,908 | |
TAC | 447,537 | 223,229 | 1,141,786 | 606,598 | |
Revenue ex-TAC | 857,669 | 1,002,444 | 2,558,209 | 3,088,310 | |
Global operating costs | [1] | 539,403 | 613,302 | 1,676,710 | 1,942,565 |
Gain on sale of patents and land | 0 | 0 | (121,559) | (11,100) | |
Asset impairment charge | 0 | 41,699 | 0 | 41,699 | |
Goodwill impairment charge | 0 | 0 | 394,901 | 0 | |
Intangible assets impairment charge | 0 | 0 | 87,335 | 0 | |
Depreciation and amortization | 115,468 | 152,412 | 388,360 | 457,630 | |
Stock-based compensation expense | 128,892 | 110,426 | 369,263 | 351,252 | |
Restructuring charges, net | 9,962 | 26,012 | 86,576 | 96,932 | |
Loss from operations | (52,319) | (86,312) | (709,209) | (218,460) | |
Americas Segment | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | [2] | 1,058,416 | 987,374 | 2,975,023 | 2,964,305 |
TAC | [2] | 394,838 | 201,855 | 1,012,903 | 549,332 |
Revenue ex-TAC | 663,578 | 785,519 | 1,962,120 | 2,414,973 | |
Direct costs by segment | [3] | 63,069 | 74,495 | 201,343 | 214,079 |
Goodwill impairment charge | [4] | 394,901 | |||
Restructuring charges, net | 5,000 | 9,000 | 65,000 | 62,000 | |
Europe Middle East Africa Segment | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | [2] | 98,654 | 79,614 | 278,711 | 246,530 |
TAC | [2] | 41,948 | 12,745 | 96,787 | 37,399 |
Revenue ex-TAC | 56,706 | 66,869 | 181,924 | 209,131 | |
Direct costs by segment | [3] | 7,587 | 23,196 | 47,090 | 63,947 |
Goodwill impairment charge | [5] | 0 | |||
Restructuring charges, net | 5,000 | 17,000 | 18,000 | 31,000 | |
Asia Pacific Segment | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | [2] | 148,136 | 158,685 | 446,261 | 484,073 |
TAC | [2] | 10,751 | 8,629 | 32,096 | 19,867 |
Revenue ex-TAC | 137,385 | 150,056 | 414,165 | 464,206 | |
Direct costs by segment | [3] | $ 45,607 | $ 47,214 | 137,399 | 149,766 |
Goodwill impairment charge | [6] | 0 | |||
Restructuring charges, net | $ 4,000 | $ 4,000 | |||
[1] | Global operating costs include product development, marketing, real estate workplace, general and administrative, account management costs, and other corporate expenses that are managed on a global basis and that are not directly attributable to any particular segment. Beginning in the second quarter of 2016, certain account management costs associated with Yahoo Properties are managed globally and included as global costs. Prior period amounts have been revised to conform to the current presentation. | ||||
[2] | Commencing in the second quarter of 2016, TAC payments related to the Microsoft Search Agreement, which previously would have been recorded as a reduction to revenue, began to be recorded as cost of revenue-TAC due to a required change in revenue presentation. See Note 1-"The Company and Summary of Significant Accounting Policies" and Note 17-"Microsoft Search Agreement" for additional information. | ||||
[3] | Direct costs for each segment include certain cost of revenue-other and costs associated with the local sales teams. Prior to the second quarter of 2016, certain account management costs associated with Yahoo Properties were managed locally and included as direct costs for each segment. Prior period amounts have been revised to conform to the current presentation. | ||||
[4] | Gross goodwill balance for the Americas segment was $4.4 billion as of September 30, 2016. The Americas segment includes accumulated impairment losses of $4.3 billion as of September 30, 2016. | ||||
[5] | The EMEA segment includes accumulated impairment losses of $1.2 billion as of September 30, 2016. | ||||
[6] | Gross goodwill balance for the Asia Pacific segment was $466 million as of September 30, 2016. The Asia Pacific segment includes accumulated impairment losses of $159 million as of September 30, 2016. |
Segments, Capital Expenditures
Segments, Capital Expenditures by Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Segment Reporting Information [Line Items] | |||||
Total capital expenditures, net | $ 41,970 | $ 150,381 | $ (51,581) | $ 417,276 | |
Americas Segment | |||||
Segment Reporting Information [Line Items] | |||||
Total capital expenditures, net | [1] | 35,407 | 139,796 | (77,128) | 378,516 |
Europe Middle East Africa Segment | |||||
Segment Reporting Information [Line Items] | |||||
Total capital expenditures, net | 2,606 | 4,616 | 11,425 | 19,265 | |
Asia Pacific Segment | |||||
Segment Reporting Information [Line Items] | |||||
Total capital expenditures, net | $ 3,957 | $ 5,969 | $ 14,122 | $ 19,495 | |
[1] | The nine months ended September 30, 2016 includes net proceeds of $246 million associated with the sale of certain property assets located in Santa Clara, California. See Note 4-"Acquisitions and Dispositions" for additional information. |
Segments, Capital Expenditure91
Segments, Capital Expenditures by Segment (Parenthetical) (Detail) - USD ($) $ in Thousands | Jun. 16, 2016 | Sep. 30, 2016 | Sep. 30, 2015 |
Segment Reporting Information [Line Items] | |||
Proceeds from sale of property and equipment | $ 249,089 | $ 11,069 | |
California | Americas Segment | |||
Segment Reporting Information [Line Items] | |||
Proceeds from sale of property and equipment | $ 246,000 | $ 246,000 |
Segments, Property and Equipmen
Segments, Property and Equipment Net by Segment (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | $ 1,273,327 | $ 1,547,323 |
Americas Segment | ||
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | 1,180,155 | 1,448,348 |
Americas Segment | United States | ||
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | 1,177,265 | 1,447,995 |
Americas Segment | Other Americas | ||
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | 2,890 | 353 |
Europe Middle East Africa Segment | ||
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | 31,213 | 33,940 |
Asia Pacific Segment | ||
Segment Reporting Information [Line Items] | ||
Total property and equipment, net | $ 61,959 | $ 65,035 |
Segments, Enterprise Wide Discl
Segments, Enterprise Wide Disclosures Revenues for Groups of Similar Services and Revenue by U.S. and International Markets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
Revenue from External Customer [Line Items] | |||||
Total revenue | $ 1,305,206 | $ 1,225,673 | $ 3,699,995 | $ 3,694,908 | |
Search | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | [1],[2] | 703,130 | 515,841 | 1,906,507 | 1,586,148 |
Display | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | [1] | 476,263 | 511,356 | 1,408,818 | 1,481,622 |
Other | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | [1] | 125,813 | 198,476 | 384,670 | 627,138 |
United States | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | [2] | 1,026,868 | 958,394 | 2,894,207 | 2,887,134 |
International | |||||
Revenue from External Customer [Line Items] | |||||
Total revenue | [2] | $ 278,338 | $ 267,279 | $ 805,788 | $ 807,774 |
[1] | At the beginning of 2016, the Company reclassified certain amounts from other revenue to either search or display revenue. Prior period amounts have been revised to conform to the current presentation. For the three months ended September 30, 2015, to conform to the current presentation, the Company reclassified $6.4 million and $2.7 million to search and display revenue, respectively, previously included in other revenue. For the nine months ended September 30, 2015, to conform to the current presentation, the Company reclassified $23.9 million and $8.9 million to search and display revenue, respectively, previously included in other revenue. | ||||
[2] | Commencing in the second quarter of 2016, TAC payments related to the Microsoft Search Agreement, which previously would have been recorded as a reduction to revenue, began to be recorded as cost of revenue-TAC due to a required change in revenue presentation. See Note 1-"The Company and Summary of Significant Accounting Policies" and Note 17-"Microsoft Search Agreement" for additional information. |
Segments, Enterprise Wide Dis94
Segments, Enterprise Wide Disclosures Revenues for Groups of Similar Services and Revenue by U.S. and International Markets (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Search | Revenue | ||
Revenue from External Customer [Line Items] | ||
Prior period reclassification adjustment | $ 6.4 | $ 23.9 |
Search | Other Revenue | ||
Revenue from External Customer [Line Items] | ||
Prior period reclassification adjustment | (6.4) | (23.9) |
Display | Revenue | ||
Revenue from External Customer [Line Items] | ||
Prior period reclassification adjustment | 2.7 | 8.9 |
Display | Other Revenue | ||
Revenue from External Customer [Line Items] | ||
Prior period reclassification adjustment | $ (2.7) | $ (8.9) |
Segments - Additional Informati
Segments - Additional Information (Detail) - Country | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Number of foreign countries accounted for more than 10 percent of Company's revenue | 0 | 0 | 0 | 0 |
Microsoft Search Agreement - Ad
Microsoft Search Agreement - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 15, 2015 | Feb. 23, 2015 | Feb. 22, 2015 | Feb. 23, 2010 | Dec. 04, 2009 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Search Agreement With Microsoft Corporation [Line Items] | |||||||||||
Revenue share rate from Microsoft's services under the Microsoft Search Agreement, to be received in first five years | 88.00% | ||||||||||
Revenue share rate | 93.00% | 90.00% | |||||||||
Microsoft revenue share rate before deduction of affiliate site's share of revenue | 7.00% | ||||||||||
Term of Microsoft search agreement with Microsoft, years | 10 years | ||||||||||
Percentage of revenue attributable to Microsoft Search Agreement | 39.00% | 33.00% | 36.00% | 36.00% | |||||||
Cost of revenue - TAC | $ 447,537 | $ 223,229 | $ 1,141,786 | $ 606,598 | |||||||
Uncollected Microsoft Search Agreement revenue | 335,000 | 335,000 | $ 267,000 | ||||||||
Term of license of core search technology with Microsoft, years | 10 years | ||||||||||
Microsoft Search Agreement | |||||||||||
Search Agreement With Microsoft Corporation [Line Items] | |||||||||||
Cost of revenue - TAC | [1] | 257,601 | 0 | 509,932 | 0 | ||||||
Reduction to revenue | 0 | $ 299,710 | 273,705 | $ 987,601 | |||||||
Microsoft Search Agreement | Trading Revenue | |||||||||||
Search Agreement With Microsoft Corporation [Line Items] | |||||||||||
Reduction to revenue | $ 258,000 | $ 510,000 | |||||||||
[1] | For the three months ended September 30, 2016, cost of revenue-TAC included $222 million in the Americas segment, $34 million in the EMEA segment and $2 million in the Asia Pacific segment. For the nine months ended September 30, 2016, cost of revenue-TAC included $440 million in the Americas segment, $67 million in the EMEA segment and $3 million in the Asia Pacific segment. |