Shutterfly (SFLY) 10-Q 31 Oct 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Oct. 27, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	SHUTTERFLY INC
Entity Central Index Key	1,125,920
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		32,832,644
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2017

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 55,959	$ 289,224
Short-term investments	44,977	26,352
Accounts receivable, net	61,468	57,365
Inventories	12,057	11,751
Prepaid expenses and other current assets	81,322	48,084
Total current assets	255,783	432,776
Long-term investments	11,739	14,479
Property and equipment, net	269,145	284,110
Intangible assets, net	32,544	43,420
Goodwill	408,975	408,975
Other assets	28,751	11,816
Total assets	1,006,937	1,195,576
Current liabilities:
Convertible senior notes, current	290,157	0
Accounts payable	25,098	58,790
Accrued liabilities	90,596	138,869
Deferred revenue, current portion	22,794	22,929
Total current liabilities	428,645	220,588
Convertible senior notes, net	0	278,792
Other liabilities	121,522	137,035
Total liabilities	550,167	636,415
Commitments and contingencies (Note 10)
Stockholders’ equity:
Common stock, $0.0001 par value; 100,000 shares authorized; 32,798 and 33,637 shares issued and outstanding on September 30, 2017 and December 31, 2016, respectively	3	3
Additional paid-in capital	985,098	949,864
Accumulated other comprehensive income (loss)	828	(32)
Accumulated deficit	(529,159)	(390,674)
Total stockholders' equity	456,770	559,161
Total liabilities and stockholders' equity	$ 1,006,937	$ 1,195,576

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Stockholders’ equity:
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	32,798,000	33,637,000
Common stock, shares outstanding (in shares)	32,798,000	33,637,000

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Net revenues	$ 195,443	$ 187,328	$ 596,447	$ 572,998
Cost of net revenues	131,108	117,754	365,432	336,069
Restructuring	39	0	1,475	0
Gross profit	64,296	69,574	229,540	236,929
Operating expenses:
Technology and development	39,614	43,284	124,968	122,866
Sales and marketing	33,331	41,903	119,205	135,284
General and administrative	23,894	26,181	79,200	83,462
Capital lease termination	0	0	8,098	0
Restructuring	3,278	0	15,491	0
Total operating expenses	100,117	111,368	346,962	341,612
Loss from operations	(35,821)	(41,794)	(117,422)	(104,683)
Interest expense	(6,699)	(5,726)	(18,617)	(17,062)
Interest and other income, net	253	130	687	379
Loss before income taxes	(42,267)	(47,390)	(135,352)	(121,366)
Benefit from income taxes	16,660	18,235	53,713	46,290
Net loss	$ (25,607)	$ (29,155)	$ (81,639)	$ (75,076)
Net loss per share - basic and diluted (in dollars per share)	$ (0.78)	$ (0.86)	$ (2.45)	$ (2.19)
Weighted-average shares outstanding - basic and diluted (in shares)	32,878	33,932	33,363	34,235
Stock-based compensation	$ 10,736	$ 12,214	$ 33,524	$ 33,288
Cost of net revenues
Stock-based compensation	1,041	1,131	3,284	3,436
Technology and development
Stock-based compensation	2,512	2,725	7,388	5,696
Sales and marketing
Stock-based compensation	2,864	3,664	9,017	11,697
General and administrative
Stock-based compensation	4,319	4,694	13,021	12,459
Restructuring
Stock-based compensation	$ 0	$ 0	$ 814	$ 0

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Statement of Comprehensive Income [Abstract]
Net loss	$ (25,607)	$ (29,155)	$ (81,639)	$ (75,076)
Other comprehensive income (loss), net of reclassification adjustments:
Unrealized gains (losses) on investments, net	21	(59)	(7)	149
Tax benefit (expense) on unrealized gains (losses) on investments, net	(8)	23	8	(57)
Unrealized gains on cash flow hedges	1,402	0	1,402	0
Tax expense on unrealized gains on cash flow hedges	(543)	0	(543)	0
Other comprehensive income (loss), net of tax	872	(36)	860	92
Comprehensive loss	$ (24,735)	$ (29,191)	$ (80,779)	$ (74,984)

CONDENSED CONSOLIDATED STATEME6

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net loss	$ (81,639)	$ (75,076)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	66,367	69,314
Amortization of intangible assets	11,770	15,744
Amortization of debt discount and issuance costs	11,365	10,747
Stock-based compensation	32,710	33,288
Loss on disposal of property and equipment	705	378
Deferred income taxes	(8,607)	5,786
Tax benefit from stock-based compensation	0	263
Excess tax benefits from stock-based compensation	0	(886)
Restructuring	11,636	0
Changes in operating assets and liabilities:
Accounts receivable	(4,103)	10,463
Inventories	(1,782)	2,115
Prepaid expenses and other assets	(34,064)	(61,113)
Accounts payable	(35,819)	(15,105)
Accrued and other liabilities	(49,198)	(66,493)
Net cash used in operating activities	(80,659)	(70,575)
Cash flows from investing activities:
Purchases of property and equipment	(22,960)	(43,733)
Capitalization of software and website development costs	(25,977)	(27,136)
Purchases of investments	(44,381)	(21,891)
Proceeds from the maturities of investments	28,456	25,070
Proceeds from sale of property and equipment	21,232	14,071
Net cash used in investing activities	(43,630)	(53,619)
Cash flows from financing activities:
Proceeds from issuance of common stock upon exercise of stock options	626	1,935
Repurchases of common stock	(80,000)	(90,837)
Excess tax benefits from stock-based compensation	0	886
Principal payments of capital lease and financing obligations	(24,813)	(15,128)
Payment for contingent consideration liabilities	0	(1,313)
Payment of credit agreement issuance costs	(4,789)	0
Net cash used in financing activities	(108,976)	(104,457)
Net decrease in cash and cash equivalents	(233,265)	(228,651)
Cash and cash equivalents, beginning of period	289,224	288,863
Cash and cash equivalents, end of period	55,959	60,212
Supplemental schedule of non-cash investing / financing activities:
Net increase (decrease) in accrued purchases of property and equipment	4,263	(1,274)
Net decrease in accrued capitalized software and website development costs	(161)	(97)
Stock-based compensation capitalized with software and website development costs	1,084	1,322
Property and equipment acquired under capital leases	$ 18,224	$ 23,946

The Company and Summary of Sign

The Company and Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
The Company and Summary of Significant Accounting Policies	The Company and Summary of Significant Accounting Policies Shutterfly, Inc., (the “Company”) was incorporated in the state of Delaware in 1999 and is the leading online manufacturer and retailer of high-quality personalized products and services. Shutterfly, Inc. brands include Shutterfly, where photos come to life in photo books, gifts, and cards and stationery–with premium offerings in its Tiny Prints boutique–as well as wedding invitations and stationery for every step of the wedding planning process; BorrowLenses, the premier online marketplace for photographic and video equipment rentals; and Groovebook, an iOS and Android app and subscription service that prints up to 100 mobile device photos in a Groovebook and mails it to customers every month. The Company provides customers a full range of products and services to organize and archive digital images; share pictures; order prints and create an assortment of personalized items such as professionally-bound photo books and cards and stationery. The Company provides Enterprise services: printing and shipping of variable data print products and formats. The Company's Enterprise brand is called Shutterfly Business Solutions ("SBS" or "the Enterprise business") and is referred to as such in this document. The Company is headquartered in Redwood City, California. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and, accordingly, do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements include the accounts of Shutterfly, Inc. and its wholly owned subsidiaries. In the opinion of management, all adjustments, consisting primarily of normal recurring accruals, considered necessary for a fair statement of the Company’s results of operations for the interim periods reported and of its financial condition as of the date of the interim balance sheet have been included. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 , or for any other period. The December 31, 2016 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K. During the second quarter of 2017, the Company took advantage of an opportunity to complete the upgrade of its color printer fleet. The benefits of the upgrade are improved quality, increased throughput and automation, and lower consumable costs. There are three pieces of this transaction as follows: • Purchase of leased equipment from an existing vendor for $21.6 million ; • Sale of the purchased leased equipment to HP, Inc. ("HP") for $20.5 million ; and • Lease of new equipment from HP In the purchase of the existing leased equipment, the difference between the payment of $21.6 million and the fair value of the asset resulted in an $8.1 million capital lease termination charge (separate line item in the accompanying condensed consolidated statement of operations). The purchased equipment assets were recorded on the balance sheet at fair value of $12.9 million . The subsequent sale of the equipment to HP for $20.5 million , resulted in the removal of the equipment assets and a capital lease incentive of $7.9 million to be amortized over the new lease term. Lastly, the Company leased new equipment from HP which upgrades most of the Company's remaining color fleet to HP's high-end printers. Recent Accounting Pronouncements In August 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12") . The Company early adopted ASU 2017-12 during the third quarter of fiscal 2017 with no impact to the financial statements as the Company did not have existing hedging relationships or other derivative instruments in place within the scope of Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, prior to the third quarter of fiscal 2017. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09") . The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted ASU 2016-09 beginning January 1, 2017 and the impact of adoption resulted in the following: • The Company recorded approximately $23.2 million of additional deferred tax assets with the corresponding decrease to accumulated deficit related to the prior years' unrecognized excess tax benefits (adoption method was modified retrospective). • The Company recorded a tax benefit of $1.0 million as a discrete item within income tax benefit for the nine months ended September 30, 2017 related to the excess tax benefit on stock options, restricted stock and performance share units (the recorded tax benefit for the three months ended September 30, 2017 is not significant). Prior to adoption this amount would have been recorded as a reduction of additional paid-in capital. This change could create volatility in the Company’s future effective tax rate. • The Company elected not to change its policy on accounting for forfeitures and will continue to estimate the total number of awards for which the requisite service period will not be rendered. • The Company no longer reclassifies the excess tax benefit from operating activities to financing activities in the statement of cash flows. The Company elected to apply this change in presentation prospectively and therefore, prior periods have not been adjusted. • The remaining provisions of ASU 2016-09 did not have a material impact on the accompanying condensed consolidated financial statements. In 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition guidance provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. In 2016, the FASB issued several amendments to the standard, including principal versus agent considerations when another party is involved in providing goods or services to a customer, the application of identifying performance obligations, and the recognition of expected breakage amounts proportionally in earnings as redemptions occur. As a result, the Company has engaged internal and external resources that are currently finalizing the evaluation of the impact of the new standard on timing and measurement of revenue recognition as well as how current systems and operations will be impacted. While the Company continues to finalize its assessment of all potential impacts of the standard, the Company has identified that there will be an impact related to timing and measurement of breakage revenue for the consumer business and for one of the Company's significant multiple-element arrangements in connection with the Enterprise business. As it relates to timing and measurement of breakage revenue, the Company will recognize the expected breakage amounts as revenue in proportion to the pattern of rights exercised by the customer, rather than the current method of recognizing breakage revenue when the Company believes the redemption is remote. As it relates to timing and measurement of one of the Company's multiple-element arrangements in connection with the Enterprise business, deferred revenue is currently recognized over the stated term of the contract. Upon adoption of the new standard, revenue for these particular arrangements will be recognized over a period of time that is shorter than the stated contract term, as these arrangements do not contain substantive termination penalties throughout the entire stated contract term. The standard is required to be applied using either of two methods: (1) retrospectively to each prior reporting period presented (“full retrospective method”) or (2) retrospectively with the cumulative effect of initially applying the new revenue guidance recognized as an adjustment to accumulated deficit at the date of initial application and providing certain additional disclosures (“modified retrospective method”). The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company will adopt the new revenue recognition guidance in the first quarter of fiscal 2018 and expects to adopt the standard pursuant to the modified retrospective method. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new guidance requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 on a modified retrospective basis, and earlier adoption is permitted. The Company is evaluating the impact of adopting this new accounting guidance on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires measurement and recognition of expected credit losses for financial assets held. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Earlier adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is evaluating the impact of adopting this new accounting guidance on the consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. The new guidance clarifies the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and distributions from certain equity method investees. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting guidance on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) . The updated guidance simplifies the measurement of goodwill impairment by removing step two of the goodwill impairment test, which requires the determination of the fair value of individual assets and liabilities of a reporting unit. The new guidance requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying value exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments should be applied on a prospective basis. The new standard is effective for annual or any interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019 with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is evaluating the impact this new accounting guidance will have on the consolidated financial statements.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	Stock-Based Compensation Stock Option Activity A summary of the Company’s stock option activity for the nine months ended September 30, 2017 is as follows (share numbers and aggregate intrinsic values in thousands): Number of Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as of December 31, 2016 950 $ 46.58 Granted 614 45.68 Exercised (28 ) 22.46 Forfeited, cancelled or expired (1 ) 9.38 Balance as of September 30, 2017 1,535 $ 46.69 5.9 $ 2,862 Options vested and expected to vest as of September 30, 2017 1,415 $ 46.77 5.8 $ 2,537 Options vested as of September 30, 2017 354 $ 45.87 5.1 $ 1,038 During the nine months ended September 30, 2017 , the Company granted options to purchase an aggregate of 614,000 shares of common stock with an estimated weighted-average grant-date fair value of $12.23 . The total intrinsic value of options exercised during the three months ended September 30, 2017 and 2016 was $0.1 million and $1.9 million , respectively. The total intrinsic value of options exercised during the nine months ended September 30, 2017 and 2016 was $0.8 million and $2.6 million , respectively. Net cash proceeds from the exercise of stock options for the three months ended September 30, 2017 and 2016 were $0.1 million and $1.2 million , respectively. Net cash proceeds from the exercise of stock options for the nine months ended September 30, 2017 and 2016 were $0.6 million and $1.9 million , respectively. Valuation of Stock Options The Company estimates the fair value of each option award on the date of grant using the Black-Scholes option-pricing model. The Company calculates volatility using an average of its historical and implied volatilities as it has sufficient public trading history to cover the entire expected term. The expected term of options gives consideration to historical exercises, post-vest cancellations and the options contractual term. The risk-free rate for the expected term of the option is based on the U.S. Treasury Constant Maturity at the time of grant. The assumptions used to value options granted during the nine months ended September 30, 2017 and 2016 are as follows (there were no option awards granted during the three months ended September 30, 2017 and 2016 , respectively): Nine Months Ended September 30, 2017 2016 Dividend yield — — Annual risk-free rate of return 1.9 % 1.2 % Expected volatility 29.8 % 32.9 % Expected term (years) 4.1 4.1 Restricted Stock Unit Activity The Company grants restricted stock units (“RSUs”) and performance-based restricted stock units ("PBRSUs") to its employees under the provisions of the 2015 Equity Incentive Plan and inducement awards to certain new employees upon hire in accordance with NASDAQ Listing Rule 5635(c)(4). The cost of RSUs is determined using the fair value of the Company’s common stock on the date of grant. RSUs typically vest and are settled annually, based on a four -year total vesting term. Compensation cost associated with RSUs is amortized on a straight-line basis over the requisite service period. A summary of the Company’s RSU activity for the nine months ended September 30, 2017 , is as follows (share numbers in thousands): Number of Units Outstanding Weighted Average Grant Date Fair Value Awarded and unvested as of December 31, 2016 2,834 $ 43.52 Granted 791 47.25 Vested (798 ) 44.19 Forfeited (347 ) 43.61 Awarded and unvested as of September 30, 2017 2,480 $ 44.48 RSUs expected to vest as of September 30, 2017 2,064 Employee stock-based compensation expense recognized in the three and nine months ended September 30, 2017 and 2016 , was calculated based on awards ultimately expected to vest and has been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. At September 30, 2017 , the Company had $79.0 million of total unrecognized stock-based compensation expense, net of estimated forfeitures, related to stock options, RSUs and PBRSUs that will be recognized over a weighted-average period of approximately two years.

Net Loss Per Share

Net Loss Per Share	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Net Loss Per Share	Net Loss Per Share Basic net loss per share attributed to common shares is computed by dividing the net loss attributable to common shares for the period by the weighted average number of common shares outstanding during the period. Diluted net loss per share attributed to common shares is computed by dividing the net loss attributable to common shares for the period by the weighted average number of common and potential common shares outstanding during the period, if the effect of each class of potential common shares is dilutive. Potential common shares include RSUs and incremental shares of common stock issuable upon the exercise of stock options, conversion of warrants, and the impact of convertible senior notes. A summary of the net loss per share for the three and nine months ended September 30, 2017 and 2016 is as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Net loss per share: Numerator Net loss $ (25,607 ) $ (29,155 ) $ (81,639 ) $ (75,076 ) Denominator for basic and diluted net loss per share Weighted-average common shares outstanding 32,878 33,932 33,363 34,235 Net loss per share - basic and diluted $ (0.78 ) $ (0.86 ) $ (2.45 ) $ (2.19 ) The following weighted-average outstanding stock options and restricted stock units were excluded from the computation of diluted net loss per common share for the periods presented because including them would have had an anti-dilutive effect (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Stock options and restricted stock units 4,070 3,923 4,026 3,666

Investments

Investments	9 Months Ended
	Sep. 30, 2017
Investments, Debt and Equity Securities [Abstract]
Investments	Investments At September 30, 2017 and December 31, 2016 , the estimated fair value of short-term and long-term investments classified as available-for-sale are as follows (in thousands): September 30, 2017 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term investments Corporate debt securities $ 32,464 $ 1 $ (17 ) $ 32,448 Agency securities 5,602 — (8 ) 5,594 Commercial paper 3,989 — — 3,989 U.S. Government securities 2,950 — (4 ) 2,946 Total short-term investments $ 45,005 $ 1 $ (29 ) $ 44,977 Long-term investments Corporate debt securities $ 8,923 $ 1 $ (8 ) $ 8,916 Agency securities 2,211 — (13 ) 2,198 U.S. Government securities 629 — (4 ) 625 Total long-term investments $ 11,763 $ 1 $ (25 ) $ 11,739 December 31, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term investments Corporate debt securities $ 13,371 $ 2 $ (12 ) $ 13,361 Agency securities 7,957 6 — 7,963 Commercial paper 1,727 — — 1,727 U.S. Government securities 3,298 3 — 3,301 Total short-term investments $ 26,353 $ 11 $ (12 ) $ 26,352 Long-term investments Corporate debt securities $ 6,208 $ 1 $ (20 ) $ 6,189 Agency securities 5,359 — (20 ) 5,339 U.S. Government securities 2,956 1 (6 ) 2,951 Total long-term investments $ 14,523 $ 2 $ (46 ) $ 14,479 The Company had no short-term or long-term investments that have been in a continuous unrealized loss position for more than 12 months as of September 30, 2017 and 2016 and no impairments were recorded during the nine months ended September 30, 2017 and 2016. The Company had no material realized gains or losses during the nine months ended September 30, 2017 and 2016. The following table summarizes the contractual maturities of the Company's investments as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 One year or less $ 44,977 $ 26,352 One year through three years 11,739 14,479 $ 56,716 $ 40,831 Actual maturities may differ from the contractual maturities because borrowers may have certain prepayment conditions.

Fair Value Measurement

Fair Value Measurement	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Fair Value Measurement	Fair Value Measurement Cash Equivalents and Investments The Company measures the fair value of money market funds and investments based on quoted prices in active markets for identical assets or liabilities. All other financial instruments were valued either based on recent trades of securities in inactive markets or based on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data. The Company did not hold any cash equivalents or investments categorized as Level 3 as of September 30, 2017 . The following table summarizes, by major security type, the Company's cash equivalents and investments that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands): Total Estimated Fair Value as of September 30, 2017 December 31, 2016 Cash Equivalents Investments Cash Equivalents Investments Level 1 Securities: Money market funds $ 29,487 $ — $ 808 $ — Level 2 Securities: Corporate debt securities — 41,364 2,309 19,550 Agency securities — 7,792 — 13,302 Commercial Paper — 3,989 6,694 1,727 U.S. Government securities — 3,571 — 6,252 Total cash equivalents and investments $ 29,487 $ 56,716 $ 9,811 $ 40,831 Derivative Assets As of September 30, 2017 , the fair value of the interest-rate swap agreements, which were determined based on an income-based valuation model that takes into account the contract terms as well as multiple observable market inputs such as LIBOR-based yield curves, futures, volatilities and basis spreads (Level 2), were as follows (the Company had no outstanding derivative financial instruments as of December 31, 2016): Total Estimated Fair Value as of September 30, 2017 Derivative assets $ 1,402 Convertible Senior Notes As of September 30, 2017 , the fair value of the convertible senior notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price, interest rates and credit spread (Level 2) were as follows (in thousands): Total Estimated Fair Value as of September 30, 2017 December 31, 2016 Convertible senior notes $ 294,699 $ 290,436 The carrying value of other financial instruments, including accounts receivable, accounts payable and other payables, approximates fair value due to their short maturities.

Balance Sheet Components

Balance Sheet Components	9 Months Ended
	Sep. 30, 2017
Balance Sheet Related Disclosures [Abstract]
Balance Sheet Components	Balance Sheet Components Prepaid Expenses and Other Current Assets September 30, 2017 December 31, 2016 (in thousands) Intra-period income tax asset $ 45,095 $ — Prepaid service contracts - current portion 10,774 11,114 Manufacturing partners receivable 458 11,739 Other prepaid expenses and current assets 24,995 25,231 $ 81,322 $ 48,084 Intra-period income tax asset represents the cumulative income tax benefit recorded as of the balance sheet date, which will offset against taxes payable or become a component of deferred taxes on a full year basis. Property and Equipment, Net September 30, 2017 December 31, 2016 (in thousands) Manufacturing equipment $ 189,188 $ 182,484 Computer equipment and software 187,424 177,525 Capitalized software and website development costs 144,771 134,427 Buildings under build-to-suit leases 56,468 56,468 Leasehold improvements 20,039 22,007 Rental equipment 18,998 18,786 Furniture and fixtures 7,708 11,057 624,596 602,754 Less: Accumulated depreciation and amortization (355,451 ) (318,644 ) Property and equipment, net $ 269,145 $ 284,110 Included within manufacturing equipment is approximately $90.4 million and $89.9 million of capital lease obligations for various pieces of manufacturing facility equipment as of September 30, 2017 and December 31, 2016 , respectively. Accumulated depreciation of assets under capital lease totaled $30.1 million at September 30, 2017 compared to $25.1 million at December 31, 2016 . Rental equipment includes camera lenses, camera bodies, video equipment and other camera peripherals which are rented through the BorrowLenses website. Depreciation and amortization expense totaled $21.2 million and $23.0 million for the three months ended September 30, 2017 and 2016 , respectively. Depreciation and amortization expense totaled $66.4 million and $69.3 million for the nine months ended September 30, 2017 and 2016 , respectively. Included in property and equipment is approximately $13.8 million and $14.3 million of assets in construction as of September 30, 2017 and December 31, 2016 , respectively, the majority of which relates to internal-use software. Accrued Liabilities September 30, 2017 December 31, 2016 (in thousands) Accrued production costs $ 24,607 $ 38,755 Accrued compensation 17,225 17,066 Capital lease obligations, current portion 16,724 16,092 Accrued marketing expenses 6,319 23,839 Accrued consulting 5,286 8,643 Accrued income and sales tax 3,967 19,846 Accrued other 16,468 14,628 $ 90,596 $ 138,869 Other Liabilities September 30, 2017 December 31, 2016 (in thousands) Financing obligations $ 54,130 $ 55,355 Capital lease obligations, non-current portion 51,639 50,213 Deferred revenue, non-current portion 6,039 7,303 Deferred tax liability — 20,446 Other liabilities 9,714 3,718 $ 121,522 $ 137,035 Financing obligations relate to the Company's build-to-suit leases for the Company's manufacturing facilities in Fort Mill, South Carolina; Shakopee, Minnesota; and Tempe, Arizona.

Debt

Debt	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Debt	Debt Syndicated Credit Facilities 2017 Facility On August 17, 2017 (“Closing Date”), the Company entered into a credit agreement (“Credit Agreement”) with certain lenders and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent. The Credit Agreement provides for (a) a secured revolving loan facility in an aggregate principal amount of up to $200.0 million (“Revolving Loan Facility”) and (b) a secured delayed draw term loan facility (“Term Loan”) in an aggregate principal amount of up to $300.0 million . The Credit Agreement permits the Company to add one or more incremental term loan facilities and/or increase the commitments for revolving loans subject to certain conditions. As of September 30, 2017 , the Company had not drawn on the Term Loan or the Revolving Loan Facility. On October 18, 2017, the Company fully drew the $300.0 million Term Loan under the Credit Agreement. The full amount of the $200.0 million Revolving Loan Facility remains undrawn as of October 18, 2017. The proceeds of the Term Loan will be used (1) to settle the Company's existing 0.25% Convertible Senior Notes due May 15, 2018 and (2) for working capital and general corporate purposes. The initial term loans under the Credit Agreement bear interest, at the election of the Company, at either (a) the base rate (the “Base Rate”), which is defined as a fluctuating rate per annum equal to the greatest of (1) the prime rate then in effect, (2) the federal funds rate then in effect, plus 0.50% , and (3) an adjusted LIBOR rate determined on the basis of a one-month interest period, plus 1.0% or (b) an adjusted LIBOR Rate, subject to a floor of 0.0% (the “LIBOR Rate”), in each case, plus an applicable margin of 1.50% per annum in the case of Base Rate loans and 2.50% per annum in the case of LIBOR Rate loans. Upon funding of the Term Loan on October 18, 2017, the Company elected to bear interest rate of one-month LIBOR Rate, subject to a floor of 0.0% , plus an applicable margin of 2.50% per annum. The revolving loans under the Credit Agreement bear interest, at the election of the Company, at either (a) the Base Rate or (b) the LIBOR Rate, in each case, plus an applicable margin of (1) initially, 0.75% per annum in the case of Base Rate loans and 1.75% per annum in the case of LIBOR Rate loans or (2) following the Company’s delivery of financial statements for the first full fiscal quarter following the Closing Date, 0.50% to 0.75% per annum in the case of Base Rate loans and 1.50% to 1.75% per annum in the case of LIBOR Rate loans, in each case based on the Company’s consolidated secured net leverage ratio, measured as of the end of the most recently ended fiscal quarter. In connection with the Credit Agreement, the Company is also required to pay commitment fees, closing fees, arrangement fees, ticking fees and administration fees, and other customary fees and costs. The Term Loan has a maturity date of August 17, 2024. Commencing on the last day of the first full fiscal quarter following the Company's borrowing of the Term Loan, the Term loan will amortize in equal quarterly installments of 0.25% of the original principal, with the remaining principal balance payable on the maturity date. Amounts drawn on the Revolving Loan Facility, if any, mature on August 17, 2022. Further, the Company has the right to prepay its borrowings under the Credit Agreement in whole or in part at any time without a premium or penalty, subject to certain limitations and a 1.0% repricing premium applicable during the first six months for the Term Loan. The Credit Agreement also contains certain customary mandatory prepayments under certain conditions as set forth in the Credit Agreement. The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict the Company’s and its subsidiaries’ ability to, among other things, incur indebtedness, grant liens, undergo certain fundamental changes, dispose of assets, make investments, enter into transactions with affiliates, and make certain restricted payments, in each case subject to limitations and exceptions set forth in the Credit Agreement. The Company is also required to maintain compliance, measured as of the end of each fiscal quarter, with a consolidated secured net leverage ratio and a consolidated interest expense coverage ratio. As of September 30, 2017 , the Company is in compliance with these covenants. In August 2017, the Company entered into certain interest-rate swap agreements with an effective date of October 18, 2017 that have the economic effect of modifying a portion of the variable interest-rate obligations associated with the secured delayed draw Term Loan so that the interest payable on such portion become fixed (refer to Note 12 - Derivative Financial Instruments for further details regarding the interest-rate swap agreements). The Company incurred $5.6 million in credit facility origination costs during the three months ended September 30, 2017 related to the Credit Agreement. These costs have been capitalized within prepaid expenses for the current portion and other assets for the non-current portion. Upon funding of the Term Loan, the related issuance costs will be reclassified to be presented as a reduction to the carrying value of the debt in the consolidated balance sheet. Fees attributable to the Revolving Loan Facility are being amortized over five years and fees attributable to the Term Loan are being amortized over seven years, both as a component of interest expense. Existing Facility On August 17, 2017, in connection with the Company’s entry into the new Credit Agreement, the Company terminated its existing credit agreement, dated as of November 22, 2011, as amended as of May 10, 2013, and as further amended and restated as of June 10, 2016 (the “Existing Credit Agreement”). Refer to Note 7 in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for further details regarding the Existing Credit Agreement. 0.25% Convertible Senior Notes Due May 15, 2018 In May 2013, the Company issued $300.0 million aggregate principal amount of 0.25% convertible senior notes (the "Notes") due May 15, 2018 , unless earlier purchased by the Company or converted. Interest is payable semiannually in arrears on May 15 and November 15 of each year, commencing on November 15, 2013. The Notes are governed by an Indenture between the Company, as issuer, and Wells Fargo Bank, National Association, as trustee. The Notes are unsecured and rank senior in right of payment to the Company's future indebtedness that is expressly subordinated in right of payment to the Notes and rank equal in right of payment to the Company's existing and future liabilities that are not so subordinated and are effectively subordinated in right of payment to any of the Company's cash equal to the principal amount of the Notes, and secured indebtedness to the extent of the value of the assets securing such indebtedness and are structurally subordinated to all existing and future indebtedness and liabilities incurred by the Company's subsidiaries. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company's common stock or a combination of cash and shares of common stock, at the Company's election. The initial conversion rate is 15.5847 shares of common stock per $1,000 principal amount of Notes. The initial conversion price is $64.17 per share of common stock. Throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the Notes will not receive any cash payment representing accrued and unpaid interest upon conversion of a Note. Accrued but unpaid interest will be deemed to be paid in full upon conversion rather than cancelled, extinguished or forfeited. Holders may convert their Notes only under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2013 (and only during such calendar quarter), if the last reported sale price of the Company's common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; • during the five-business day period after any ten consecutive trading day period (the “Notes Measurement Period”) in which the "trading price" (as the term is defined in the Indenture) per $1,000 principal amount of notes for each trading day of such Notes Measurement Period was less than 98% of the product of the last reported sale price of the Company's common stock on such trading day and the conversion rate on each such trading day; • upon the occurrence of specified corporate events; or • at any time on or after December 15, 2017 until the close of business on the second scheduled trading immediately preceding the maturity date. As of September 30, 2017 , the Notes are not yet convertible. During the second quarter of 2017, the Notes were reclassified from long-term liabilities to current as these are now within one year of maturity. In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the face value of the Notes as a whole. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the transaction costs related to the Note issuance, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Issuance costs attributable to the liability component, totaling $6.4 million , are being amortized to expense over the term of the Notes, and issuance costs attributable to the equity component, totaling $1.7 million , were netted with the equity component in stockholders' equity. The unamortized issuance costs balance attributable to the liability component was $0.9 million as of September 30, 2017 . Additionally, the Company recorded a deferred tax asset of $0.6 million on a portion of the equity component transaction costs which are deductible for tax purposes. Concurrently with the Note issuance, the Company repurchased 0.6 million shares of common stock for approximately $30.0 million . The Notes consist of the following (in thousands): September 30, 2017 December 31, 2016 Liability component: Principal $ 300,000 $ 300,000 Less: debt issuance costs, debt discount, net of amortization (9,843 ) (21,208 ) Net carrying amount $ 290,157 $ 278,792 Equity component (1) $ 63,510 $ 63,510 (1) Recorded in the consolidated balance sheets within additional paid-in capital, net of the $1.7 million of issuance costs in equity. 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, 2017 2016 2017 2016 0.25% coupon $ 187 $ 188 $ 562 $ 562 Amortization of debt issuance costs 351 332 1,039 982 Amortization of debt discount 3,490 3,300 10,326 9,765 $ 4,028 $ 3,820 $ 11,927 $ 11,309 Note Hedge To minimize the impact of potential economic dilution upon conversion of the Notes, the Company entered into convertible note hedge transactions with respect to its common stock (the “Note Hedge”). In May 2013, the Company paid an aggregate amount of $63.5 million for the Note Hedge. The Note Hedge will expire upon maturity of the Notes. The Note Hedge is intended to offset the potential dilution upon conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount upon conversion of the Notes in the event that the market value per share of the Company's common stock, as measured under the Notes, is greater than the strike price of the Note Hedge, which initially corresponds to the conversion price of the Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Notes. Warrant Separately, in May 2013, the Company entered into warrant transactions (the “Warrant”), whereby the Company sold warrants to acquire shares of the Company's common stock at a strike price of $83.18 per share. The Company received aggregate proceeds of $43.6 million from the sale of the Warrant. If the average market value per share of the Company's common stock for the reporting period, as measured under the Warrant, exceeds the strike price of the Warrant, the Warrant will have a dilutive effect on the Company's earnings per share. The Warrant is a separate transaction, entered into by the Company and is not part of the Notes or the Note Hedge, and has been accounted for as part of additional paid-in capital. Holders of the Notes and Note Hedge will not have any rights with respect to the Warrant.

Share Repurchase Program

Share Repurchase Program	9 Months Ended
	Sep. 30, 2017
Share Repurchase Program [Abstract]
Share Repurchase Program	Share Repurchase Program On October 24, 2012, the Company's Board of Directors conditionally authorized and the Audit Committee subsequently approved a share repurchase program for up to $60.0 million of the Company's common stock. As of September 30, 2017 , the Company's Board of Directors has approved increases to the program on the following dates: • On February 6, 2014, the Company's Board of Directors approved an increase of $100.0 million in addition to any amounts repurchased as of that date. • On February 9, 2015, the Company's Board of Directors approved an increase of $300.0 million in addition to any amounts repurchased as of that date. • On April 21, 2016, the Company's Board of Directors approved an increase of $100.0 million in addition to any amounts repurchased as of that date. • On April 18, 2017, the Company's Board of Directors approved an increase of $140.0 million in addition to any amounts repurchased as of that date. The share repurchase program is subject to prevailing market conditions and other considerations; does not require the Company to repurchase any dollar amount or number of shares; and may be suspended or discontinued at any time. The share repurchase authorization, which was effective immediately, permits the Company to effect repurchases for cash from time to time through open market, privately negotiated or other transactions, including pursuant to trading plans established in accordance with Rules 10b5-1 and 10b-18 of the Securities Exchange Act of 1934, as amended, or by a combination of such methods. The following table provides information about our repurchase of shares of our common stock for fiscal years 2014, 2015 , 2016 , and 2017 : Period (1) Total Number of Shares Purchased Average Price Paid per Share Total Dollar Value Spent on Repurchases (in thousands) 2014 Repurchases 1,961,085 $45.29 $88,815 2015 Repurchases (2) 4,907,675 $43.99 $215,911 2016 Repurchases 2,524,752 $44.55 $112,488 2017 Repurchases to date (3) 1,665,360 $48.04 $80,000 (1) All shares were purchased pursuant to the publicly announced share repurchase program described above. Shares are reported in a period based on the settlement date of the applicable repurchase. All repurchased shares of common stock have been retired. (2) The Company entered into an accelerated share repurchase ("ASR") in the second quarter of 2015 under which a prepayment of $75.0 million was made. Final settlement of the ASR occurred on August 3, 2015, resulting in the delivery to the Company of 0.8 million shares of the Company’s common stock and a return of cash for the remaining amount not settled in shares of $38.2 million . In total, approximately 0.8 million shares of common stock were repurchased under the ASR for $36.8 million , resulting in an average price paid per share of $46.49 under the ASR. (3) Represents repurchases for the nine months ended September 30, 2017 .

Segment Reporting

Segment Reporting	9 Months Ended
	Sep. 30, 2017
Segment Reporting [Abstract]
Segment Reporting	Segment Reporting The Company reports segment information based on its internal reporting used by management for making decisions and assessing performance as the source of its reportable segments. The Chief Operating Decision Maker ("CODM") function uses gross profit to evaluate the performance of the segments and allocate resources. Management considers gross margin to be the appropriate metric to evaluate and compare the ongoing performance of each reportable segment as it is the level at which direct costs associated with the performance of the segment are monitored. Cost of net revenues for the Consumer segment consists of costs incurred to produce personalized products for all of the Company's brands. These costs include direct materials (the majority of which consists of paper, ink, and photo book covers), shipping charges, packing supplies, distribution and fulfillment activities, third-party costs for photo-based merchandise, payroll and related expenses for direct labor and customer service, rent for production facilities, and depreciation of production equipment (primarily digital printing presses and binders) and manufacturing facilities. Cost of net revenues also includes amortization of capitalized website and software development costs, primarily related to adding features and functionality to our website and apps to facilitate product purchases and improve the customer shopping experience. These costs include amortization of third-party software and acquired developed technology as well as patent royalties. Cost of net revenues also includes inventory markdowns that are part of restructuring activities. Cost of net revenues for the SBS segment consists of costs which are direct and incremental to the SBS business. These include production costs of SBS products, such as materials, labor and printing costs and costs associated with third-party production of goods. They also include shipping costs and indirect overhead. Due to the nature of the Company's operations, a majority of its assets are utilized across all segments. In addition, segment assets are not reported to, or used by, the CODM to allocate resources or assess performance of the Company's segments. Accordingly, the Company has not disclosed asset information by segment. The Company’s segments are determined based on the products and services it provides and how the CODM evaluates the business. The Company has the following reportable segments: Consumer - Includes sales from the Company's brands and are derived from the sale of a variety of products, such as cards and stationery, professionally-bound photo books, home décor, personalized gifts, high quality prints, and other photo-based merchandise, and the related shipping revenues as well as rental revenue from its BorrowLenses brand. Revenue from advertising displayed on the Company's websites is also included in Consumer revenues. SBS - Includes revenues generated from the printing and shipping of marketing and variable data print products and formats. In addition to the above reportable segments, the Company has a corporate category that includes activities that are not directly attributable or allocable to a specific segment. This category consists of stock-based compensation expense and amortization of intangible assets. The Company’s segment results for the three and nine months ended September 30, 2017 and 2016 were as follows (dollars in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Consumer Net revenues $ 135,418 $ 144,074 $ 475,153 $ 476,072 Cost of net revenues 81,439 84,825 263,345 256,438 Restructuring 39 — 1,475 — Gross profit $ 53,940 $ 59,249 $ 210,333 $ 219,634 Gross profit as a percentage of net revenues 40 % 41 % 44 % 46 % Shutterfly Business Solutions (SBS) Net revenues $ 60,025 $ 43,254 $ 121,294 $ 96,926 Cost of net revenues 47,520 30,389 95,256 71,909 Gross profit $ 12,505 $ 12,865 $ 26,038 $ 25,017 Gross profit as a percentage of net revenues 21 % 30 % 21 % 26 % Corporate Net revenues $ — $ — $ — $ — Cost of net revenues 2,149 2,540 6,831 7,722 Gross profit $ (2,149 ) $ (2,540 ) $ (6,831 ) $ (7,722 ) Consolidated Net revenues $ 195,443 $ 187,328 $ 596,447 $ 572,998 Cost of net revenues 131,108 117,754 365,432 336,069 Restructuring 39 — 1,475 — Gross profit $ 64,296 $ 69,574 $ 229,540 $ 236,929 Gross profit as a percentage of net revenues 33 % 37 % 38 % 41 %

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Indemnifications In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves future claims that may be made against the Company, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. Contingencies From time to time, the Company may have certain contingent liabilities that arise in the ordinary course of its business activities. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Legal Matters The Company is subject to the various legal proceedings and claims discussed below as well as certain other legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. Although adverse decisions (or settlements) may occur in one or more of these cases, it is not possible to estimate the possible loss or losses from each of these cases. The final resolution of these lawsuits, individually or in the aggregate, is not expected to have a material adverse effect on the Company's business, financial position or results of operations. Cases that previously were disclosed may no longer be described because of rulings in the case, settlements, changes in our business or other developments rendering them, in our judgment, no longer material to our business, financial position or results of operations. The State of Delaware v. Shutterfly, Inc. On May 1, 2014, the State of Delaware filed a complaint against Shutterfly for alleged violations of the Delaware False Claims and Reporting Act, 6 Del C. § 1203(b)(2). The complaint asserts that Shutterfly failed to report and remit to Delaware cash equal to the balances on unused gift cards under the Delaware Escheats Law, 12 Del. C. § 1101 et seq. The Company believes the suit is without merit. Monroy v. Shutterfly, Inc. On November 30 2016, Alejandro Monroy on behalf of himself and all others similarly situated, filed a complaint against the Company in the U.S. District Court for the Northern District of Illinois. The complaint asserts that the Company violated the Illinois Biometric Information Privacy Act by extracting his and others’ biometric identifiers from photographs and seeks statutory damages and an injunction. The Company believes the suit is without merit and intends to vigorously defend against it. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. In such cases, the Company accrues for the amount, or if a range, the Company accrues the low end of the range as a component of legal expense. The Company monitors developments in these legal matters that could affect the estimate the Company had previously accrued. There are no amounts accrued which the Company believes would be material to its financial position and results of operations.

Restructuring

Restructuring	9 Months Ended
	Sep. 30, 2017
Restructuring and Related Activities [Abstract]
Restructuring	Restructuring 2017 Restructuring Plan During the first quarter of 2017, the Board of Directors approved, committed to and initiated a plan to significantly simplify the Consumer business during 2017 ("2017 Restructuring Plan"). As part of the plan, the following actions were taken: • During the second quarter of 2017, the Company reinvested in Tiny Prints as its premium cards & stationery brand and created a Tiny Prints boutique on a dedicated tab on Shutterfly.com; • During the second quarter, the MyPublisher brand was retired in favor of the industry leading Shutterfly Photo Books category; and • During the third quarter of 2017, the Company launched the new Shutterfly Wedding Shop and shut down the Wedding Paper Divas legacy website As of September 30, 2017, the Company has substantially completed all actions under the 2017 Restructuring Plan. The Tiny Prints, MyPublisher and Wedding Paper Divas legacy websites were shut down during the first nine months of fiscal 2017. The Company seeks to retain as many customers and as much revenue as possible while migrating customers from the legacy websites to Shutterfly.com. Further, as part of the plan, the Company announced that it would undertake a strategic review of BorrowLenses for possible sale. The Company completed the strategic review process in the third quarter of 2017 and decided to retain and operate the business. Total restructuring costs associated with the 2017 Restructuring Plan were $17.0 million and impacted our restructuring expense line items within cost of net revenues and operating expenses in our condensed consolidated statement of operations as these were incurred during the nine months ended September 30, 2017. 2015 Restructuring Plan During 2015, the Company decided to discontinue the Treat brand as well as close the manufacturing operations in Elmsford, New York as part of the Company's strategic initiatives ("2015 Restructuring Plan"). Actions pursuant to the 2015 Restructuring Plan were substantially complete as of the first quarter of 2016. Restructuring Activity The following table summarizes the restructuring costs recognized during the nine months ended September 30, 2017 : 2017 Restructuring 2015 Restructuring Property and equipment Employee costs Inventory Other costs Property and equipment Total Balance as of January 1, 2017 [1] $ — $ — $ — $ — $ 1,602 $ 1,602 Restructuring and other charges 8,233 5,851 1,475 1,226 181 16,966 Cash payments (87 ) (4,189 ) — (786 ) (268 ) (5,330 ) Non-cash adjustments [2] (6,933 ) (814 ) (1,475 ) (23 ) — (9,245 ) Balance as of September 30, 2017 [1] $ 1,213 $ 848 $ — $ 417 $ 1,515 $ 3,993 [1] The balances as of September 30, 2017 and December 31, 2016 are recorded in accrued liabilities. [2] Non-cash adjustments include depreciation and amortization of property and equipment (primarily capitalized software development costs and manufacturing equipment) and intangible assets, inventory markdowns, stock-based compensation, and other non-cash costs incurred as part of the restructuring.

Derivative Financial Instrument

Derivative Financial Instruments	9 Months Ended
	Sep. 30, 2017
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Financial Instruments	Derivative Financial Instruments In August 2017, the Company entered into certain interest-rate swap agreements (“Swap Agreements”) with an aggregate notional amount of $150.0 million and an effective date of October 18, 2017. The Swap Agreements have the economic effect of modifying a portion of the variable interest-rate obligations associated with the Company’s secured delayed draw Term Loan so that the interest payable on such portion of the Term Loan become fixed at a rate of 4.27% (refer to Note 7 - Debt for further details regarding the term loan facility). The Swap Agreements have a maturity date of August 17, 2023 as compared to August 17, 2024 for the Term Loan. Further, the Term Loan has an interest-rate floor, whereas the Swap Agreements do not include a floor. All other critical terms of the Swap Agreements correspond to the Term Loan, including interest-rate reset dates and underlying market indices. The Company fully drew the Term Loan on October 18, 2017 which is also the effective date of the Swap Agreements. The Company has asserted that it is probable that it will have sufficient outstanding debt throughout the life of the Swap Agreements. The Company has designated the aforementioned Swap Agreements as qualifying hedging instruments and is accounting for them as cash flow hedges pursuant to ASC 815 (as amended by ASU 2017-12). The Company used the hypothetical derivative method to assess the effectiveness of the Swap Agreements. The fair value of the Swap Agreements was recognized gross as other assets and the corresponding changes in fair value were recorded in accumulated other comprehensive income (loss) in the consolidated balance sheet. Since the derivative instrument is an interest-rate swap and the hedged item is interest expense, amounts recorded in other comprehensive income (loss) will be reclassified to interest expense when the hedged interest payment is accrued. The periodic interest settlements for the Swap Agreements are recorded as interest expense and are included as part of the cash flows from operating activities. Amounts expected to be reclassified from other comprehensive income into interest expense in the coming 12 months are $0.4 million . The fair value of the Swap Agreements was $1.4 million as of September 30, 2017 and was classified as other assets in the balance sheet. The unrealized gains recognized in other comprehensive income (loss) were $1.4 million and no amounts were reclassified from other comprehensive income (loss) to interest expense during the three and nine months ended September 30, 2017 . The Company does not use derivative financial instruments for trading purposes.

The Company and Summary of Si19

The Company and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and, accordingly, do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements include the accounts of Shutterfly, Inc. and its wholly owned subsidiaries. In the opinion of management, all adjustments, consisting primarily of normal recurring accruals, considered necessary for a fair statement of the Company’s results of operations for the interim periods reported and of its financial condition as of the date of the interim balance sheet have been included. Operating results for the three and nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 , or for any other period. The December 31, 2016 condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes for the year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities ("ASU 2017-12") . The Company early adopted ASU 2017-12 during the third quarter of fiscal 2017 with no impact to the financial statements as the Company did not have existing hedging relationships or other derivative instruments in place within the scope of Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging, prior to the third quarter of fiscal 2017. In March 2016, the FASB issued ASU 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU 2016-09") . The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company adopted ASU 2016-09 beginning January 1, 2017 and the impact of adoption resulted in the following: • The Company recorded approximately $23.2 million of additional deferred tax assets with the corresponding decrease to accumulated deficit related to the prior years' unrecognized excess tax benefits (adoption method was modified retrospective). • The Company recorded a tax benefit of $1.0 million as a discrete item within income tax benefit for the nine months ended September 30, 2017 related to the excess tax benefit on stock options, restricted stock and performance share units (the recorded tax benefit for the three months ended September 30, 2017 is not significant). Prior to adoption this amount would have been recorded as a reduction of additional paid-in capital. This change could create volatility in the Company’s future effective tax rate. • The Company elected not to change its policy on accounting for forfeitures and will continue to estimate the total number of awards for which the requisite service period will not be rendered. • The Company no longer reclassifies the excess tax benefit from operating activities to financing activities in the statement of cash flows. The Company elected to apply this change in presentation prospectively and therefore, prior periods have not been adjusted. • The remaining provisions of ASU 2016-09 did not have a material impact on the accompanying condensed consolidated financial statements. In 2014, the FASB issued new accounting guidance related to revenue recognition. This new standard will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition guidance provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. In 2016, the FASB issued several amendments to the standard, including principal versus agent considerations when another party is involved in providing goods or services to a customer, the application of identifying performance obligations, and the recognition of expected breakage amounts proportionally in earnings as redemptions occur. As a result, the Company has engaged internal and external resources that are currently finalizing the evaluation of the impact of the new standard on timing and measurement of revenue recognition as well as how current systems and operations will be impacted. While the Company continues to finalize its assessment of all potential impacts of the standard, the Company has identified that there will be an impact related to timing and measurement of breakage revenue for the consumer business and for one of the Company's significant multiple-element arrangements in connection with the Enterprise business. As it relates to timing and measurement of breakage revenue, the Company will recognize the expected breakage amounts as revenue in proportion to the pattern of rights exercised by the customer, rather than the current method of recognizing breakage revenue when the Company believes the redemption is remote. As it relates to timing and measurement of one of the Company's multiple-element arrangements in connection with the Enterprise business, deferred revenue is currently recognized over the stated term of the contract. Upon adoption of the new standard, revenue for these particular arrangements will be recognized over a period of time that is shorter than the stated contract term, as these arrangements do not contain substantive termination penalties throughout the entire stated contract term. The standard is required to be applied using either of two methods: (1) retrospectively to each prior reporting period presented (“full retrospective method”) or (2) retrospectively with the cumulative effect of initially applying the new revenue guidance recognized as an adjustment to accumulated deficit at the date of initial application and providing certain additional disclosures (“modified retrospective method”). The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. The Company will adopt the new revenue recognition guidance in the first quarter of fiscal 2018 and expects to adopt the standard pursuant to the modified retrospective method. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The new guidance requires the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous guidance. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018 on a modified retrospective basis, and earlier adoption is permitted. The Company is evaluating the impact of adopting this new accounting guidance on the consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires measurement and recognition of expected credit losses for financial assets held. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Earlier adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is evaluating the impact of adopting this new accounting guidance on the consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Classification of Certain Cash Receipts and Cash Payments. The new guidance clarifies the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and distributions from certain equity method investees. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting guidance on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) . The updated guidance simplifies the measurement of goodwill impairment by removing step two of the goodwill impairment test, which requires the determination of the fair value of individual assets and liabilities of a reporting unit. The new guidance requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying value exceeds its fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The amendments should be applied on a prospective basis. The new standard is effective for annual or any interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019 with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is evaluating the impact this new accounting guidance will have on the consolidated financial statements.

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of the status of the company's stock option plan	A summary of the Company’s stock option activity for the nine months ended September 30, 2017 is as follows (share numbers and aggregate intrinsic values in thousands): Number of Options Outstanding Weighted Average Exercise Price Weighted Average Remaining Contractual Term (Years) Aggregate Intrinsic Value Balance as of December 31, 2016 950 $ 46.58 Granted 614 45.68 Exercised (28 ) 22.46 Forfeited, cancelled or expired (1 ) 9.38 Balance as of September 30, 2017 1,535 $ 46.69 5.9 $ 2,862 Options vested and expected to vest as of September 30, 2017 1,415 $ 46.77 5.8 $ 2,537 Options vested as of September 30, 2017 354 $ 45.87 5.1 $ 1,038
Summary of valuation assumptions for stock options	The assumptions used to value options granted during the nine months ended September 30, 2017 and 2016 are as follows (there were no option awards granted during the three months ended September 30, 2017 and 2016 , respectively): Nine Months Ended September 30, 2017 2016 Dividend yield — — Annual risk-free rate of return 1.9 % 1.2 % Expected volatility 29.8 % 32.9 % Expected term (years) 4.1 4.1
Summary of company restricted stock unit activity	A summary of the Company’s RSU activity for the nine months ended September 30, 2017 , is as follows (share numbers in thousands): Number of Units Outstanding Weighted Average Grant Date Fair Value Awarded and unvested as of December 31, 2016 2,834 $ 43.52 Granted 791 47.25 Vested (798 ) 44.19 Forfeited (347 ) 43.61 Awarded and unvested as of September 30, 2017 2,480 $ 44.48 RSUs expected to vest as of September 30, 2017 2,064

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Summary of the net loss per share	A summary of the net loss per share for the three and nine months ended September 30, 2017 and 2016 is as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Net loss per share: Numerator Net loss $ (25,607 ) $ (29,155 ) $ (81,639 ) $ (75,076 ) Denominator for basic and diluted net loss per share Weighted-average common shares outstanding 32,878 33,932 33,363 34,235 Net loss per share - basic and diluted $ (0.78 ) $ (0.86 ) $ (2.45 ) $ (2.19 )
Schedule of antidilutive securities excluded from computation of earnings per share	The following weighted-average outstanding stock options and restricted stock units were excluded from the computation of diluted net loss per common share for the periods presented because including them would have had an anti-dilutive effect (in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Stock options and restricted stock units 4,070 3,923 4,026 3,666

Investments (Tables)

Investments (Tables)	9 Months Ended
	Sep. 30, 2017
Investments, Debt and Equity Securities [Abstract]
Fair value of short and long-term investments classified as available for sale	At September 30, 2017 and December 31, 2016 , the estimated fair value of short-term and long-term investments classified as available-for-sale are as follows (in thousands): September 30, 2017 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term investments Corporate debt securities $ 32,464 $ 1 $ (17 ) $ 32,448 Agency securities 5,602 — (8 ) 5,594 Commercial paper 3,989 — — 3,989 U.S. Government securities 2,950 — (4 ) 2,946 Total short-term investments $ 45,005 $ 1 $ (29 ) $ 44,977 Long-term investments Corporate debt securities $ 8,923 $ 1 $ (8 ) $ 8,916 Agency securities 2,211 — (13 ) 2,198 U.S. Government securities 629 — (4 ) 625 Total long-term investments $ 11,763 $ 1 $ (25 ) $ 11,739 December 31, 2016 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Short-term investments Corporate debt securities $ 13,371 $ 2 $ (12 ) $ 13,361 Agency securities 7,957 6 — 7,963 Commercial paper 1,727 — — 1,727 U.S. Government securities 3,298 3 — 3,301 Total short-term investments $ 26,353 $ 11 $ (12 ) $ 26,352 Long-term investments Corporate debt securities $ 6,208 $ 1 $ (20 ) $ 6,189 Agency securities 5,359 — (20 ) 5,339 U.S. Government securities 2,956 1 (6 ) 2,951 Total long-term investments $ 14,523 $ 2 $ (46 ) $ 14,479
Estimated fair values of short and long-term investments classified by date of contractual maturity	The following table summarizes the contractual maturities of the Company's investments as of September 30, 2017 and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 One year or less $ 44,977 $ 26,352 One year through three years 11,739 14,479 $ 56,716 $ 40,831

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2017
Fair Value Disclosures [Abstract]
Fair value, assets measured on recurring basis	The following table summarizes, by major security type, the Company's cash equivalents and investments that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands): Total Estimated Fair Value as of September 30, 2017 December 31, 2016 Cash Equivalents Investments Cash Equivalents Investments Level 1 Securities: Money market funds $ 29,487 $ — $ 808 $ — Level 2 Securities: Corporate debt securities — 41,364 2,309 19,550 Agency securities — 7,792 — 13,302 Commercial Paper — 3,989 6,694 1,727 U.S. Government securities — 3,571 — 6,252 Total cash equivalents and investments $ 29,487 $ 56,716 $ 9,811 $ 40,831
Fair value, derivative assets	As of September 30, 2017 , the fair value of the interest-rate swap agreements, which were determined based on an income-based valuation model that takes into account the contract terms as well as multiple observable market inputs such as LIBOR-based yield curves, futures, volatilities and basis spreads (Level 2), were as follows (the Company had no outstanding derivative financial instruments as of December 31, 2016): Total Estimated Fair Value as of September 30, 2017 Derivative assets $ 1,402
Fair value, liabilities measured on a recurring basis	As of September 30, 2017 , the fair value of the convertible senior notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including our stock price, interest rates and credit spread (Level 2) were as follows (in thousands): Total Estimated Fair Value as of September 30, 2017 December 31, 2016 Convertible senior notes $ 294,699 $ 290,436

Balance Sheet Components (Table

Balance Sheet Components (Tables)	9 Months Ended
	Sep. 30, 2017
Balance Sheet Related Disclosures [Abstract]
Schedule of prepaid expenses and other current assets	Prepaid Expenses and Other Current Assets September 30, 2017 December 31, 2016 (in thousands) Intra-period income tax asset $ 45,095 $ — Prepaid service contracts - current portion 10,774 11,114 Manufacturing partners receivable 458 11,739 Other prepaid expenses and current assets 24,995 25,231 $ 81,322 $ 48,084
Schedule of property and equipment	Property and Equipment, Net September 30, 2017 December 31, 2016 (in thousands) Manufacturing equipment $ 189,188 $ 182,484 Computer equipment and software 187,424 177,525 Capitalized software and website development costs 144,771 134,427 Buildings under build-to-suit leases 56,468 56,468 Leasehold improvements 20,039 22,007 Rental equipment 18,998 18,786 Furniture and fixtures 7,708 11,057 624,596 602,754 Less: Accumulated depreciation and amortization (355,451 ) (318,644 ) Property and equipment, net $ 269,145 $ 284,110
Schedule of accrued liabilities	Accrued Liabilities September 30, 2017 December 31, 2016 (in thousands) Accrued production costs $ 24,607 $ 38,755 Accrued compensation 17,225 17,066 Capital lease obligations, current portion 16,724 16,092 Accrued marketing expenses 6,319 23,839 Accrued consulting 5,286 8,643 Accrued income and sales tax 3,967 19,846 Accrued other 16,468 14,628 $ 90,596 $ 138,869
Schedule of other liabilities	Other Liabilities September 30, 2017 December 31, 2016 (in thousands) Financing obligations $ 54,130 $ 55,355 Capital lease obligations, non-current portion 51,639 50,213 Deferred revenue, non-current portion 6,039 7,303 Deferred tax liability — 20,446 Other liabilities 9,714 3,718 $ 121,522 $ 137,035

Debt (Tables)

Debt (Tables)	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Schedule of long-term debt instruments	The Notes consist of the following (in thousands): September 30, 2017 December 31, 2016 Liability component: Principal $ 300,000 $ 300,000 Less: debt issuance costs, debt discount, net of amortization (9,843 ) (21,208 ) Net carrying amount $ 290,157 $ 278,792 Equity component (1) $ 63,510 $ 63,510 (1) Recorded in the consolidated balance sheets within additional paid-in capital, net of the $1.7 million of issuance costs in equity.
Interest expense related to convertible senior 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, 2017 2016 2017 2016 0.25% coupon $ 187 $ 188 $ 562 $ 562 Amortization of debt issuance costs 351 332 1,039 982 Amortization of debt discount 3,490 3,300 10,326 9,765 $ 4,028 $ 3,820 $ 11,927 $ 11,309

Share Repurchase Program (Table

Share Repurchase Program (Tables)	9 Months Ended
	Sep. 30, 2017
Share Repurchase Program [Abstract]
Share Repurchase Program	The following table provides information about our repurchase of shares of our common stock for fiscal years 2014, 2015 , 2016 , and 2017 : Period (1) Total Number of Shares Purchased Average Price Paid per Share Total Dollar Value Spent on Repurchases (in thousands) 2014 Repurchases 1,961,085 $45.29 $88,815 2015 Repurchases (2) 4,907,675 $43.99 $215,911 2016 Repurchases 2,524,752 $44.55 $112,488 2017 Repurchases to date (3) 1,665,360 $48.04 $80,000 (1) All shares were purchased pursuant to the publicly announced share repurchase program described above. Shares are reported in a period based on the settlement date of the applicable repurchase. All repurchased shares of common stock have been retired. (2) The Company entered into an accelerated share repurchase ("ASR") in the second quarter of 2015 under which a prepayment of $75.0 million was made. Final settlement of the ASR occurred on August 3, 2015, resulting in the delivery to the Company of 0.8 million shares of the Company’s common stock and a return of cash for the remaining amount not settled in shares of $38.2 million . In total, approximately 0.8 million shares of common stock were repurchased under the ASR for $36.8 million , resulting in an average price paid per share of $46.49 under the ASR. (3) Represents repurchases for the nine months ended September 30, 2017 .

Segment Reporting (Tables)

Segment Reporting (Tables)	9 Months Ended
	Sep. 30, 2017
Segment Reporting [Abstract]
Segment Reporting Information	The Company’s segment results for the three and nine months ended September 30, 2017 and 2016 were as follows (dollars in thousands): Three Months Ended Nine Months Ended September 30, September 30, 2017 2016 2017 2016 Consumer Net revenues $ 135,418 $ 144,074 $ 475,153 $ 476,072 Cost of net revenues 81,439 84,825 263,345 256,438 Restructuring 39 — 1,475 — Gross profit $ 53,940 $ 59,249 $ 210,333 $ 219,634 Gross profit as a percentage of net revenues 40 % 41 % 44 % 46 % Shutterfly Business Solutions (SBS) Net revenues $ 60,025 $ 43,254 $ 121,294 $ 96,926 Cost of net revenues 47,520 30,389 95,256 71,909 Gross profit $ 12,505 $ 12,865 $ 26,038 $ 25,017 Gross profit as a percentage of net revenues 21 % 30 % 21 % 26 % Corporate Net revenues $ — $ — $ — $ — Cost of net revenues 2,149 2,540 6,831 7,722 Gross profit $ (2,149 ) $ (2,540 ) $ (6,831 ) $ (7,722 ) Consolidated Net revenues $ 195,443 $ 187,328 $ 596,447 $ 572,998 Cost of net revenues 131,108 117,754 365,432 336,069 Restructuring 39 — 1,475 — Gross profit $ 64,296 $ 69,574 $ 229,540 $ 236,929 Gross profit as a percentage of net revenues 33 % 37 % 38 % 41 %

Restructuring (Tables)

Restructuring (Tables)	9 Months Ended
	Sep. 30, 2017
Restructuring and Related Activities [Abstract]
Restructuring and Related Costs	The following table summarizes the restructuring costs recognized during the nine months ended September 30, 2017 : 2017 Restructuring 2015 Restructuring Property and equipment Employee costs Inventory Other costs Property and equipment Total Balance as of January 1, 2017 [1] $ — $ — $ — $ — $ 1,602 $ 1,602 Restructuring and other charges 8,233 5,851 1,475 1,226 181 16,966 Cash payments (87 ) (4,189 ) — (786 ) (268 ) (5,330 ) Non-cash adjustments [2] (6,933 ) (814 ) (1,475 ) (23 ) — (9,245 ) Balance as of September 30, 2017 [1] $ 1,213 $ 848 $ — $ 417 $ 1,515 $ 3,993 [1] The balances as of September 30, 2017 and December 31, 2016 are recorded in accrued liabilities. [2] Non-cash adjustments include depreciation and amortization of property and equipment (primarily capitalized software development costs and manufacturing equipment) and intangible assets, inventory markdowns, stock-based compensation, and other non-cash costs incurred as part of the restructuring.

The Company and Summary of Si29

The Company and Summary of Significant Accounting Policies - Purchase and Sale of Leased Equipment (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Sep. 30, 2017	Jun. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Property, Plant and Equipment [Line Items]
Purchase of leased equipment		$ 21,600
Proceeds from sale of purchased leased equipment		20,500
Capital lease termination	$ 0	(8,100)	$ 0	$ (8,098)	$ 0
Purchased equipment assets, fair value	$ 624,596			$ 624,596		$ 602,754
Capital lease incentive		7,900
HP, Inc. (HP)
Property, Plant and Equipment [Line Items]
Proceeds from sale of purchased leased equipment		20,500
Purchased equipment assets, fair value		$ 12,900

The Company and Summary of Si30

The Company and Summary of Significant Accounting Policies - Impact of Adoption of Accounting Standards (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2017	Mar. 31, 2017
New Accounting Pronouncements or Change in Accounting Principle
Tax benefit recorded as a discrete item	$ 1
Accounting Standards Update 2016-09
New Accounting Pronouncements or Change in Accounting Principle
Deferred tax assets		$ 23.2
Retained earnings | Accounting Standards Update 2016-09
New Accounting Pronouncements or Change in Accounting Principle
Decrease to accumulated deficit		$ 23.2

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Option Activity (Details) - Employee Stock Option $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended
	Sep. 30, 2017USD ($)$ / sharesshares
Number of Options Outstanding
Balances (in shares) | shares	950
Granted (in shares) | shares	614
Exercised (in shares) | shares	(28)
Forfeited, cancelled or expired (in shares) | shares	(1)
Balances (in shares) | shares	1,535
Options vested and expected to vest (in shares) | shares	1,415
Options vested (in shares) | shares	354
Weighted Average Exercise Price
Balances (in dollars per share) | $ / shares	$ 46.58
Granted (in dollars per share) | $ / shares	45.68
Exercised (in dollars per share) | $ / shares	22.46
Forfeited, cancelled or expired (in dollars per share) | $ / shares	9.38
Balances (in dollars per share) | $ / shares	46.69
Options vested and expected to vest (in dollars per share) | $ / shares	46.77
Options vested (in dollars per share) | $ / shares	$ 45.87
Weighted Average Remaining Contractual Term (Years)
Term at end of period	5 years 10 months 24 days
Options vested and expected to vest	5 years 9 months 18 days
Options vested	5 years 1 month 6 days
Aggregate Intrinsic Value
Value at end of period | $	$ 2,862
Options vested and expected to vest | $	2,537
Options vested | $	$ 1,038

Stock-Based Compensation - St32

Stock-Based Compensation - Stock-Based Compensation (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Share-based Compensation
Net cash proceeds from the exercise of stock options			$ 626	$ 1,935
Unrecognized compensation expense	$ 79,000		$ 79,000
Weighted average period of unrecognized compensation expense (in years)			2 years
Employee Stock Option
Share-based Compensation
Options granted to purchase (in shares)			614
Estimated weighted-average grant-date fair value (usd per share)			$ 12.23
Total intrinsic value of options exercised	100	$ 1,900	$ 800	2,600
Net cash proceeds from the exercise of stock options	$ 100	$ 1,200	$ 600	$ 1,900
Restricted Stock Units (RSUs) | 2015 Equity Incentive Plan
Share-based Compensation
Vesting period of restricted stock			4 years

Stock-Based Compensation - Valu

Stock-Based Compensation - Valuation of Stock Options (Details)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Dividend yield	0.00%	0.00%
Annual risk-free rate of return	1.90%	1.20%
Expected volatility	29.80%	32.90%
Expected term (years)	4 years 1 month 6 days	4 years 1 month 6 days

Stock-Based Compensation - Rest

Stock-Based Compensation - Restricted Stock Unit Activity (Details) - Restricted Stock Units (RSUs) shares in Thousands	9 Months Ended
	Sep. 30, 2017$ / sharesshares
Number of Units Outstanding
Awarded and unvested, beginning of period (in shares)	2,834
Granted (in shares)	791
Vested (in shares)	(798)
Forfeited (in shares)	(347)
Awarded and unvested, ending period (in shares)	2,480
Restricted stock units expected to vest, ending period (in shares)	2,064
Weighted Average Grant Date Fair Value
Awarded and unvested, beginning period (in dollars per share) | $ / shares	$ 43.52
Granted (in dollars per share) | $ / shares	47.25
Vested (in dollars per share) | $ / shares	44.19
Forfeited (in dollars per share) | $ / shares	43.61
Awarded and unvested, ending period (in dollars per share) | $ / shares	$ 44.48

Net Loss Per Share (Details)

Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Numerator
Net loss	$ (25,607)	$ (29,155)	$ (81,639)	$ (75,076)
Denominator for basic and diluted net loss per share
Weighted-average shares outstanding - basic and diluted (in shares)	32,878	33,932	33,363	34,235
Net loss per share - basic and diluted (in dollars per share)	$ (0.78)	$ (0.86)	$ (2.45)	$ (2.19)
Antidilutive securities excluded from computation of earnings per share (in shares)	4,070	3,923	4,026	3,666

Investments - Schedule of Estim

Investments - Schedule of Estimated Fair Value (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Available-for-sale Securities
Estimated Fair Value	$ 56,716,000		$ 40,831,000
Impairments recorded on available-for-sale investments	0	$ 0
Short-term investments
Available-for-sale Securities
Amortized Cost	45,005,000		26,353,000
Gross Unrealized Gains	1,000		11,000
Gross Unrealized Losses	(29,000)		(12,000)
Estimated Fair Value	44,977,000		26,352,000
Short-term investments | Corporate debt securities
Available-for-sale Securities
Amortized Cost	32,464,000		13,371,000
Gross Unrealized Gains	1,000		2,000
Gross Unrealized Losses	(17,000)		(12,000)
Estimated Fair Value	32,448,000		13,361,000
Short-term investments | Agency securities
Available-for-sale Securities
Amortized Cost	5,602,000		7,957,000
Gross Unrealized Gains	0		6,000
Gross Unrealized Losses	(8,000)		0
Estimated Fair Value	5,594,000		7,963,000
Short-term investments | Commercial Paper
Available-for-sale Securities
Amortized Cost	3,989,000		1,727,000
Gross Unrealized Gains	0		0
Gross Unrealized Losses	0		0
Estimated Fair Value	3,989,000		1,727,000
Short-term investments | U.S. Government securities
Available-for-sale Securities
Amortized Cost	2,950,000		3,298,000
Gross Unrealized Gains	0		3,000
Gross Unrealized Losses	(4,000)		0
Estimated Fair Value	2,946,000		3,301,000
Long-term investments
Available-for-sale Securities
Amortized Cost	11,763,000		14,523,000
Gross Unrealized Gains	1,000		2,000
Gross Unrealized Losses	(25,000)		(46,000)
Estimated Fair Value	11,739,000		14,479,000
Long-term investments | Corporate debt securities
Available-for-sale Securities
Amortized Cost	8,923,000		6,208,000
Gross Unrealized Gains	1,000		1,000
Gross Unrealized Losses	(8,000)		(20,000)
Estimated Fair Value	8,916,000		6,189,000
Long-term investments | Agency securities
Available-for-sale Securities
Amortized Cost	2,211,000		5,359,000
Gross Unrealized Gains	0		0
Gross Unrealized Losses	(13,000)		(20,000)
Estimated Fair Value	2,198,000		5,339,000
Long-term investments | U.S. Government securities
Available-for-sale Securities
Amortized Cost	629,000		2,956,000
Gross Unrealized Gains	0		1,000
Gross Unrealized Losses	(4,000)		(6,000)
Estimated Fair Value	$ 625,000		$ 2,951,000

Investments - Summary of Contra

Investments - Summary of Contractual Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Investments, Debt and Equity Securities [Abstract]
One year or less	$ 44,977	$ 26,352
One year through three years	11,739	14,479
Available-for-sale securities	$ 56,716	$ 40,831

Fair Value Measurement - Cash E

Fair Value Measurement - Cash Equivalents and Investments (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities
Cash Equivalents	$ 29,487	$ 9,811
Investments	56,716	40,831
Money market funds | Level 1 Securities
Fair Value, Assets and Liabilities
Cash Equivalents	29,487	808
Investments	0	0
Corporate debt securities | Level 2 Securities
Fair Value, Assets and Liabilities
Cash Equivalents	0	2,309
Investments	41,364	19,550
Agency securities | Level 2 Securities
Fair Value, Assets and Liabilities
Cash Equivalents	0	0
Investments	7,792	13,302
Commercial Paper | Level 2 Securities
Fair Value, Assets and Liabilities
Cash Equivalents	0	6,694
Investments	3,989	1,727
U.S. Government securities | Level 2 Securities
Fair Value, Assets and Liabilities
Cash Equivalents	0	0
Investments	$ 3,571	$ 6,252

Fair Value Measurement - Deriva

Fair Value Measurement - Derivative Assets (Details) $ in Thousands	Sep. 30, 2017USD ($)
Fair Value Disclosures [Abstract]
Derivative assets	$ 1,402

Fair Value Measurement - Conver

Fair Value Measurement - Convertible Senior Notes (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Estimate of Fair Value Measurement
Fair Value, Assets and Liabilities
Convertible senior notes	$ 294,699	$ 290,436

Balance Sheet Components - Prep

Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Prepaid Expense and Other Assets, Current [Abstract]
Intra-period income tax asset	$ 45,095	$ 0
Prepaid service contracts - current portion	10,774	11,114
Manufacturing partners receivable	458	11,739
Other prepaid expenses and current assets	24,995	25,231
Total prepaid expenses and other current assets	$ 81,322	$ 48,084

Balance Sheet Components - Prop

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Property and Equipment
Gross property and equipment	$ 624,596		$ 624,596		$ 602,754
Less: Accumulated depreciation and amortization	(355,451)		(355,451)		(318,644)
Property and equipment, net	269,145		269,145		284,110
Depreciation and amortization expense	21,200	$ 23,000	66,367	$ 69,314
Assets in construction	13,800		13,800		14,300
Manufacturing equipment
Property and Equipment
Gross property and equipment	189,188		189,188		182,484
Capital lease obligations	90,400		90,400		89,900
Accumulated depreciation of assets under capital leases	30,100		30,100		25,100
Computer equipment and software
Property and Equipment
Gross property and equipment	187,424		187,424		177,525
Capitalized software and website development costs
Property and Equipment
Gross property and equipment	144,771		144,771		134,427
Buildings under build-to-suit leases
Property and Equipment
Gross property and equipment	56,468		56,468		56,468
Leasehold improvements
Property and Equipment
Gross property and equipment	20,039		20,039		22,007
Rental equipment
Property and Equipment
Gross property and equipment	18,998		18,998		18,786
Furniture and fixtures
Property and Equipment
Gross property and equipment	$ 7,708		$ 7,708		$ 11,057

Balance Sheet Components - Accr

Balance Sheet Components - Accrued Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Accrued Liabilities, Current [Abstract]
Accrued production costs	$ 24,607	$ 38,755
Accrued compensation	17,225	17,066
Capital lease obligations, current portion	16,724	16,092
Accrued marketing expenses	6,319	23,839
Accrued consulting	5,286	8,643
Accrued income and sales tax	3,967	19,846
Accrued other	16,468	14,628
Total accrued liabilities	$ 90,596	$ 138,869

Balance Sheet Components - Othe

Balance Sheet Components - Other Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Other Liabilities, Noncurrent [Abstract]
Financing obligations	$ 54,130	$ 55,355
Capital lease obligations, non-current portion	51,639	50,213
Deferred revenue, non-current portion	6,039	7,303
Deferred tax liability	0	20,446
Other liabilities	9,714	3,718
Other liabilities	$ 121,522	$ 137,035

Debt - Narrative (Details)

Debt - Narrative (Details)	Oct. 18, 2017USD ($)	Aug. 17, 2017USD ($)	May 31, 2013USD ($)day$ / sharesshares	Sep. 30, 2017USD ($)shares	Dec. 31, 2016USD ($)shares	Dec. 31, 2015USD ($)shares	Dec. 31, 2014USD ($)shares
Debt Instrument
Total number of shares repurchased (in shares) | shares			600,000	1,665,360	2,524,752	4,907,675	1,961,085
Total dollar value of shares repurchased			$ 30,000,000	$ 80,000,000	$ 112,488,000	$ 215,911,000	$ 88,815,000
Strike price of warrants (usd per share) | $ / shares			$ 83.18
Proceeds from issuance of warrants			$ 43,600,000
Designated as Hedging Instrument
Debt Instrument
Note hedge, aggregate amount			63,500,000
Line of credit
Debt Instrument
Credit facility origination costs				5,600,000
Line of credit | Revolving credit facility
Debt Instrument
Line of credit capacity		$ 200,000,000
Amount of credit facility undrawn				$ 200,000,000
Repricing premium		1.00%
Amortization period of credit facility origination fees				5 years
Line of credit | Revolving credit facility | LIBOR
Debt Instrument
Basis spread		1.75%
Line of credit | Revolving credit facility | LIBOR | Minimum
Debt Instrument
Basis spread		1.50%
Line of credit | Revolving credit facility | LIBOR | Maximum
Debt Instrument
Basis spread		1.75%
Line of credit | Revolving credit facility | Base rate
Debt Instrument
Basis spread		0.75%
Line of credit | Revolving credit facility | Base rate | Minimum
Debt Instrument
Basis spread		0.50%
Line of credit | Revolving credit facility | Base rate | Maximum
Debt Instrument
Basis spread		0.75%
Line of credit | Revolving credit facility | Subsequent event
Debt Instrument
Amount of credit facility undrawn	$ 200,000,000
Line of credit | Term Loan facility
Debt Instrument
Line of credit capacity		$ 300,000,000
Amount of credit facility undrawn				$ 300,000,000
Amortization of principal, percentage of original principal		0.25%
Amortization period of credit facility origination fees				7 years
Line of credit | Term Loan facility | LIBOR
Debt Instrument
Basis spread		2.50%
Line of credit | Term Loan facility | Base rate
Debt Instrument
Basis spread		1.50%
Line of credit | Term Loan facility | Base Rate option | Federal funds rate
Debt Instrument
Basis spread		0.50%
Line of credit | Term Loan facility | Base Rate option | LIBOR
Debt Instrument
Basis spread		1.00%
Line of credit | Term Loan facility | LIBOR Rate option | LIBOR
Debt Instrument
Interest rate floor		0.00%
Line of credit | Term Loan facility | Subsequent event
Debt Instrument
Amount of draw on term loan facility	$ 300,000,000
Line of credit | Term Loan facility | Subsequent event | LIBOR
Debt Instrument
Basis spread	2.50%
Line of credit | Term Loan facility | Subsequent event | LIBOR Rate option | LIBOR
Debt Instrument
Interest rate floor	0.00%
Convertible senior notes | Convertible Senior Notes 0.25% Due May 15, 2018
Debt Instrument
Convertible senior notes, face amount			$ 300,000,000	$ 300,000,000	$ 300,000,000
Contractual interest rate			0.25%	0.25%
Conversion rate			0.0155847
Conversion price (usd per share) | $ / shares			$ 64.17
Number of days out of thirty that common stock price exceeded conversion price | day			20
Number of consecutive trading days in period | day			30
Holders of notes conversion percentage of conversion price			130.00%
Notes trading price percentage			98.00%
Debt issuance costs attributable to the liability component			$ 6,400,000
Debt issuance costs attributable to the equity component			1,700,000
Unamortized debt issuance costs				$ 900,000
Deferred tax assets			$ 600,000

Debt - Schedule of Convertible

Debt - Schedule of Convertible Senior Notes (Details) - Convertible senior notes - Convertible Senior Notes 0.25% Due May 15, 2018 - USD ($) $ in Thousands	1 Months Ended
	May 31, 2013	Sep. 30, 2017	Dec. 31, 2016
Debt Instrument
Principal	$ 300,000	$ 300,000	$ 300,000
Less: debt issuance costs, debt discount, net of amortization		(9,843)	(21,208)
Net carrying amount		290,157	278,792
Equity component		$ 63,510	$ 63,510
Debt issuance costs attributable to the equity component	$ 1,700

Debt - Schedule of Interest Exp

Debt - Schedule of Interest Expense (Details) - Convertible senior notes - Convertible Senior Notes 0.25% Due May 15, 2018 - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	May 31, 2013
Debt Instrument
0.25% coupon	$ 187	$ 188	$ 562	$ 562
Amortization of debt issuance costs	351	332	1,039	982
Amortization of debt discount	3,490	3,300	10,326	9,765
Interest expense, convertible notes	$ 4,028	$ 3,820	$ 11,927	$ 11,309
Contractual interest rate	0.25%		0.25%		0.25%

Share Repurchase Program - Narr

Share Repurchase Program - Narrative (Details) - USD ($)	Aug. 03, 2015	May 31, 2013	Jun. 30, 2015	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Apr. 18, 2017	Apr. 21, 2016	Feb. 09, 2015	Feb. 06, 2014	Oct. 24, 2012
Equity, Class of Treasury Stock
Stock repurchase program, authorized amount									$ 140,000,000	$ 100,000,000	$ 300,000,000	$ 100,000,000	$ 60,000,000
Prepayment of accelerated share repurchase			$ 75,000,000
Total number of shares repurchased (in shares)		600,000		1,665,360		2,524,752	4,907,675	1,961,085
Refund of accelerated share repurchase	$ 38,200,000
Repurchases of common stock				$ 80,000,000	$ 90,837,000
Average price paid per share (usd per share)				$ 48.04		$ 44.55	$ 43.99	$ 45.29
Accelerated Share Repurchase (ASR) agreement
Equity, Class of Treasury Stock
Total number of shares repurchased (in shares)	800,000
Repurchases of common stock	$ 36,800,000
Average price paid per share (usd per share)	$ 46.49

Share Repurchase Program - Sche

Share Repurchase Program - Schedule of Repurchases (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	9 Months Ended	12 Months Ended
	May 31, 2013	Sep. 30, 2017	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share Repurchase Program [Abstract]
Total Number of Shares Purchased	600,000	1,665,360	2,524,752	4,907,675	1,961,085
Average Price Paid per Share (usd per share)		$ 48.04	$ 44.55	$ 43.99	$ 45.29
Total Dollar Value Spent on Repurchases	$ 30,000	$ 80,000	$ 112,488	$ 215,911	$ 88,815

Segment Reporting (Details)

Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Segment Reporting Information
Net revenues	$ 195,443	$ 187,328	$ 596,447	$ 572,998
Cost of net revenues	131,108	117,754	365,432	336,069
Restructuring	39	0	1,475	0
Gross profit	$ 64,296	$ 69,574	$ 229,540	$ 236,929
Gross profit as a percentage of net revenues	33.00%	37.00%	38.00%	41.00%
Operating Segments | Consumer
Segment Reporting Information
Net revenues	$ 135,418	$ 144,074	$ 475,153	$ 476,072
Cost of net revenues	81,439	84,825	263,345	256,438
Restructuring	39	0	1,475	0
Gross profit	$ 53,940	$ 59,249	$ 210,333	$ 219,634
Gross profit as a percentage of net revenues	40.00%	41.00%	44.00%	46.00%
Operating Segments | Shutterfly Business Solutions (SBS)
Segment Reporting Information
Net revenues	$ 60,025	$ 43,254	$ 121,294	$ 96,926
Cost of net revenues	47,520	30,389	95,256	71,909
Gross profit	$ 12,505	$ 12,865	$ 26,038	$ 25,017
Gross profit as a percentage of net revenues	21.00%	30.00%	21.00%	26.00%
Corporate
Segment Reporting Information
Net revenues	$ 0	$ 0	$ 0	$ 0
Cost of net revenues	2,149	2,540	6,831	7,722
Gross profit	$ (2,149)	$ (2,540)	$ (6,831)	$ (7,722)

Restructuring - Narrative (Deta

Restructuring - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ 3,278	$ 0	$ 15,491	$ 0
2017 Restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring costs			$ 17,000

Restructuring - Restructuring A

Restructuring - Restructuring Activity (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Restructuring Reserve [Roll Forward]
Beginning balance	$ 3,993	$ 1,602
Restructuring and other charges	16,966
Cash payments	(5,330)
Non-cash adjustments	(9,245)
Ending balance	3,993
2017 Restructuring | Property and equipment
Restructuring Reserve [Roll Forward]
Beginning balance	1,213	0
Restructuring and other charges	8,233
Cash payments	(87)
Non-cash adjustments	(6,933)
Ending balance	1,213
2017 Restructuring | Employee costs
Restructuring Reserve [Roll Forward]
Beginning balance	848	0
Restructuring and other charges	5,851
Cash payments	(4,189)
Non-cash adjustments	(814)
Ending balance	848
2017 Restructuring | Inventory
Restructuring Reserve [Roll Forward]
Beginning balance	0	0
Restructuring and other charges	1,475
Cash payments	0
Non-cash adjustments	(1,475)
Ending balance	0
2017 Restructuring | Other costs
Restructuring Reserve [Roll Forward]
Beginning balance	417	0
Restructuring and other charges	1,226
Cash payments	(786)
Non-cash adjustments	(23)
Ending balance	417
2015 Restructuring | Property and equipment
Restructuring Reserve [Roll Forward]
Beginning balance	1,515	$ 1,602
Restructuring and other charges	181
Cash payments	(268)
Non-cash adjustments	0
Ending balance	$ 1,515

Derivative Financial Instrume53

Derivative Financial Instruments (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Aug. 31, 2017
Derivative [Line Items]
Losses expected to be reclassified from other comprehensive income into interest expense in the coming 12 months			$ 400,000
Derivative assets	$ 1,402,000		1,402,000
Unrealized gains recognized in other comprehensive income (loss)	1,402,000	$ 0	1,402,000	$ 0
Amounts reclassified from other comprehensive income (loss) to interest expense	$ 0		$ 0
Term Loan facility
Derivative [Line Items]
Fixed rate on Term Loan	4.27%		4.27%
Interest-rate swap agreement
Derivative [Line Items]
Aggregate notional amount					$ 150,000,000