Cover
Cover - USD ($) shares in Millions, $ in Billions | 12 Months Ended | ||
Dec. 31, 2020 | Jan. 31, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Transition Report | false | ||
Entity File Number | 001-35580 | ||
Entity Registrant Name | SERVICENOW, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 20-2056195 | ||
Entity Address, Address Line One | 2225 Lawson Lane | ||
Entity Address, City or Town | Santa Clara | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95054 | ||
City Area Code | 408 | ||
Local Phone Number | 501-8550 | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | ||
Trading Symbol | NOW | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 57.8 | ||
Entity Common Stock, Shares Outstanding | 196.1 | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement for its 2021 Annual Meeting of Stockholders (Proxy Statement) to be filed within 120 days of the Registrant’s fiscal year ended December 31, 2020, are incorporated by reference in Part III of this Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Form 10-K. | ||
Entity Central Index Key | 0001373715 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 |
Description of the Business
Description of the Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business | Description of the Business ServiceNow’s purpose is to make the world of work, work better for people. We believe that people want the technology they use in their work to be more efficient and easier to use. We build applications to meet that demand by automating existing processes and creating efficient, digitized workflows with a consumer grade user experience. Our products and services enable the steps of a job to flow naturally across disparate departments, systems and processes of a business. ServiceNow delivers digital workflows on a single enterprise cloud platform called the Now Platform®. Our product portfolio is currently focused on providing Information Technology (“IT”), Employee and Customer workflows in standardized product offerings. We also enable our customers to design and build their own custom workflow applications using our Creator workflows, formerly called the Now Platform App Engine, and to integrate those applications with third party systems through our Integration Hub. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities, Current [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2020 2019 Accrued payroll $ 371,861 $ 230,682 Taxes payable 58,466 38,326 Other employee related liabilities 91,654 74,853 Other 146,112 117,542 Total accrued expenses and other current liabilities $ 668,093 $ 461,403 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 1,676,794 | $ 775,778 |
Short-term investments | 1,415,242 | 915,317 |
Accounts receivable, net | 1,009,415 | 835,279 |
Current portion of deferred commissions | 228,924 | 175,039 |
Prepaid expenses and other current assets | 191,467 | 125,488 |
Total current assets | 4,521,842 | 2,826,901 |
Deferred commissions, less current portion | 444,068 | 333,448 |
Long-term investments | 1,468,006 | 1,013,332 |
Property and equipment, net | 659,641 | 468,085 |
Operating lease right-of-use assets | 454,218 | 402,428 |
Intangible assets, net | 153,367 | 143,850 |
Goodwill | 240,764 | 156,756 |
Deferred tax assets | 673,111 | 599,633 |
Other assets | 100,040 | 77,997 |
Total assets | 8,715,057 | 6,022,430 |
Current liabilities: | ||
Accounts payable | 34,236 | 52,960 |
Accrued expenses and other current liabilities | 668,093 | 461,403 |
Current portion of deferred revenue | 2,962,579 | 2,185,754 |
Current portion of operating lease liabilities | 72,236 | 52,668 |
Total current liabilities | 3,737,144 | 2,752,785 |
Deferred revenue, less current portion | 45,346 | 40,038 |
Operating lease liabilities, less current portion | 422,779 | 383,221 |
Long-term debt | 1,640,153 | 694,981 |
Other long-term liabilities | 35,154 | 23,464 |
Total liabilities | 5,880,576 | 3,894,489 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 10,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock $0.001 par value; 600,000 shares authorized; 195,844 and 189,461 shares issued and outstanding at December 31, 2020 and 2019, respectively | 196 | 189 |
Additional paid-in capital | 2,973,797 | 2,454,741 |
Accumulated other comprehensive income | 94,229 | 25,255 |
Accumulated deficit | (233,741) | (352,244) |
Total stockholders’ equity | 2,834,481 | 2,127,941 |
Total liabilities and stockholders’ equity | $ 8,715,057 | $ 6,022,430 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock , par value (in USD per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in USD per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 600,000,000 | 600,000,000 |
Common stock, shares, issued (in shares) | 195,844,000 | 189,461,000 |
Common stock, shares, outstanding (in shares) | 195,844,000 | 189,461,000 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||
Revenues: | ||||
Total revenues | $ 4,519,484 | $ 3,460,437 | $ 2,608,816 | |
Cost of revenues: | ||||
Total cost of revenues | [1] | 987,113 | 796,645 | 622,658 |
Gross profit | [1] | 3,532,371 | 2,663,792 | 1,986,158 |
Operating expenses: | ||||
Sales and marketing | [1] | 1,855,016 | 1,534,284 | 1,203,056 |
Research and development | [1] | 1,024,327 | 748,369 | 529,501 |
General and administrative | [1] | 454,165 | 339,016 | 296,027 |
Total operating expenses | [1] | 3,333,508 | 2,621,669 | 2,028,584 |
Income (loss) from operations | 198,863 | 42,123 | (42,426) | |
Interest expense | (32,746) | (33,283) | (52,733) | |
Interest income and other, net | (16,932) | 58,345 | 56,135 | |
Income (loss) before income taxes | 149,185 | 67,185 | (39,024) | |
Provision for (benefit from) income taxes | 30,682 | (559,513) | (12,320) | |
Net income (loss) | $ 118,503 | $ 626,698 | $ (26,704) | |
Net income (loss) per share - basic (in USD per share) | $ 0.61 | $ 3.36 | $ (0.15) | |
Net income (loss) per share - diluted (in USD per share) | $ 0.59 | $ 3.18 | $ (0.15) | |
Weighted-average shares used to compute net income (loss) per share - basic (in shares) | 193,096 | 186,466 | 177,846 | |
Weighted-average shares used to compute net income (loss) per share - diluted (in shares) | 202,478 | 197,223 | 177,846 | |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | $ 66,243 | $ 20,539 | $ (1,903) | |
Unrealized gains (losses) on investments, net of tax | 2,731 | 8,751 | (665) | |
Other comprehensive income (loss) | 68,974 | 29,290 | (2,568) | |
Comprehensive income (loss) | 187,477 | 655,988 | (29,272) | |
Subscription | ||||
Revenues: | ||||
Total revenues | 4,285,797 | 3,255,079 | 2,421,313 | |
Cost of revenues: | ||||
Total cost of revenues | [1] | 730,835 | 549,642 | 417,421 |
Professional services and other | ||||
Revenues: | ||||
Total revenues | 233,687 | 205,358 | 187,503 | |
Cost of revenues: | ||||
Total cost of revenues | [1] | $ 256,278 | $ 247,003 | $ 205,237 |
[1] | Includes stock-based compensation as follows: Year Ended December 31, 2020 2019 2018 Cost of revenues: Subscription $ 98,258 $ 72,728 $ 48,738 Professional services and other 51,553 43,123 32,816 Sales and marketing 320,328 268,408 228,045 Research and development 282,244 194,821 135,203 General and administrative 118,070 83,115 99,151 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock-based compensation | $ 870,453 | $ 662,195 | $ 543,953 |
Sales and marketing | |||
Stock-based compensation | 320,328 | 268,408 | 228,045 |
Research and development | |||
Stock-based compensation | 282,244 | 194,821 | 135,203 |
General and administrative | |||
Stock-based compensation | 118,070 | 83,115 | 99,151 |
Subscription | Cost of revenues | |||
Stock-based compensation | 98,258 | 72,728 | 48,738 |
Professional services and other | Cost of revenues | |||
Stock-based compensation | $ 51,553 | $ 43,123 | $ 32,816 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Cumulative Effect, Period of Adoption, Adjustment |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative effect adjustment for ASU adoption | $ 778,744 | $ 174 | $ 1,731,367 | $ (958,564) | $ 5,767 | |||
Cumulative effect adjustment for ASU adoption | Accounting Standards Update 2016-01 | $ 7,234 | $ (7,234) | ||||||
Cumulative effect adjustment for ASU adoption | Accounting Standards Update 2016-16 | $ (746) | (746) | ||||||
Beginning balance (in shares) at Dec. 31, 2017 | 174,276 | |||||||
Beginning balance at Dec. 31, 2017 | 778,744 | $ 174 | 1,731,367 | (958,564) | 5,767 | |||
Beginning balance (Accounting Standards Update 2016-01) at Dec. 31, 2017 | 7,234 | (7,234) | ||||||
Beginning balance (Accounting Standards Update 2016-16) at Dec. 31, 2017 | (746) | (746) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative effect adjustment for ASU adoption | 1,111,199 | (162) | $ 180 | 2,093,834 | (978,780) | (162) | (4,035) | |
Cumulative effect adjustment for ASU adoption | Accounting Standards Update 2016-01 | 7,234 | $ (7,234) | ||||||
Cumulative effect adjustment for ASU adoption | Accounting Standards Update 2016-16 | (746) | (746) | ||||||
Common stock issued under employee stock plans (in shares) | 5,899 | |||||||
Common stock issued under employee stock plans | 104,173 | $ 6 | 104,167 | |||||
Taxes paid related to net share settlement of equity awards | (281,061) | (281,061) | ||||||
Stock-based compensation | 545,805 | 545,805 | ||||||
Settlement of Notes conversion feature (in shares) | 1,314 | |||||||
Settlement of Notes conversion feature | (773,301) | $ 1 | (773,302) | |||||
Benefit from exercise of Note Hedge (in shares) | (1,314) | |||||||
Benefit from exercise of Note Hedge | 766,857 | $ (1) | 766,858 | |||||
Other comprehensive income (loss), net of tax | (2,568) | (2,568) | ||||||
Net income (loss) | (26,704) | (26,704) | ||||||
Ending balance (in shares) at Dec. 31, 2018 | 180,175 | |||||||
Ending balance at Dec. 31, 2018 | $ 1,111,199 | (162) | $ 180 | 2,093,834 | (978,780) | (162) | (4,035) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201602Member | |||||||
Cumulative effect adjustment for ASU adoption | $ 1,111,199 | (162) | 180 | 2,093,834 | (978,780) | (162) | (4,035) | |
Cumulative effect adjustment for ASU adoption | 2,127,941 | $ (162) | $ 189 | 2,454,741 | (352,244) | $ (162) | 25,255 | |
Common stock issued under employee stock plans (in shares) | 5,003 | |||||||
Common stock issued under employee stock plans | 107,909 | $ 4 | 107,905 | |||||
Taxes paid related to net share settlement of equity awards | (409,703) | (409,703) | ||||||
Stock-based compensation | 662,710 | 662,710 | ||||||
Settlement of Warrants (in shares) | 4,283 | |||||||
Settlement of Warrants | $ 5 | (5) | ||||||
Other comprehensive income (loss), net of tax | 29,290 | 29,290 | ||||||
Net income (loss) | 626,698 | 626,698 | ||||||
Ending balance (in shares) at Dec. 31, 2019 | 189,461 | |||||||
Ending balance at Dec. 31, 2019 | 2,127,941 | $ 189 | 2,454,741 | (352,244) | 25,255 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative effect adjustment for ASU adoption | 2,127,941 | 189 | 2,454,741 | (352,244) | 25,255 | |||
Cumulative effect adjustment for ASU adoption | 2,127,941 | $ 196 | 2,973,797 | (233,741) | 94,229 | |||
Common stock issued under employee stock plans (in shares) | 4,098 | |||||||
Common stock issued under employee stock plans | 151,627 | $ 4 | 151,623 | |||||
Taxes paid related to net share settlement of equity awards | (508,600) | (508,600) | ||||||
Stock-based compensation | 873,816 | 873,816 | ||||||
Settlement of Warrants (in shares) | 2,285 | |||||||
Settlement of Warrants | 1 | $ 3 | (2) | |||||
Settlement of Notes conversion feature | (1,376,765) | (1,376,765) | ||||||
Benefit from exercise of Note Hedge | 1,378,984 | 1,378,984 | ||||||
Other comprehensive income (loss), net of tax | 68,974 | 68,974 | ||||||
Net income (loss) | 118,503 | 118,503 | ||||||
Ending balance (in shares) at Dec. 31, 2020 | 195,844 | |||||||
Ending balance at Dec. 31, 2020 | 2,834,481 | $ 196 | 2,973,797 | (233,741) | 94,229 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Cumulative effect adjustment for ASU adoption | $ 2,834,481 | $ 196 | $ 2,973,797 | $ (233,741) | $ 94,229 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 118,503 | $ 626,698 | $ (26,704) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Depreciation and amortization | 336,381 | 252,114 | 149,604 |
Amortization of deferred commissions | 217,631 | 168,014 | 143,358 |
Amortization of debt discount and issuance costs | 24,478 | 33,283 | 52,733 |
Stock-based compensation | 870,453 | 662,195 | 543,953 |
Deferred income taxes | (24,481) | (575,765) | (34,180) |
Repayments of convertible senior notes attributable to debt discount | (81,958) | 0 | (145,349) |
Loss on extinguishment of debt | 46,611 | 0 | 0 |
Other | (2,493) | (8,921) | (13,080) |
Changes in operating assets and liabilities, net of effect of business combinations: | |||
Accounts receivable | (151,431) | (259,835) | (146,148) |
Deferred commissions | (365,264) | (255,605) | (239,382) |
Prepaid expenses and other assets | (54,203) | (29,907) | (19,886) |
Accounts payable | (33,583) | 21,355 | (4,757) |
Deferred revenue | 710,998 | 537,249 | 468,856 |
Accrued expenses and other liabilities | 174,957 | 65,097 | 82,071 |
Net cash provided by operating activities | 1,786,599 | 1,235,972 | 811,089 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (419,327) | (264,892) | (224,462) |
Business combinations, net of cash acquired | (107,236) | (7,414) | (37,440) |
Purchases of intangibles | (13,190) | (72,689) | (24,400) |
Purchases of investments | (2,933,876) | (1,595,667) | (1,295,782) |
Sales and maturities of investments | 1,965,429 | 1,192,750 | 1,234,662 |
Realized gains on derivatives not designated as hedging instruments, net | 1,328 | 23,435 | 0 |
Net cash used in investing activities | (1,506,872) | (724,477) | (347,422) |
Cash flows from financing activities: | |||
Net proceeds from borrowings on 2030 Notes | 1,481,633 | 0 | 0 |
Repayments of convertible senior notes attributable to principal | (1,627,690) | (9) | (429,645) |
Net proceeds from unwind of 2022 Note Hedge | 1,105,542 | 0 | 0 |
Proceeds from employee stock plans | 145,766 | 107,868 | 104,160 |
Taxes paid related to net share settlement of equity awards | (508,604) | (409,715) | (281,010) |
Payments on financing obligations | 0 | 0 | (933) |
Net cash provided by (used in) financing activities | 596,647 | (301,856) | (607,428) |
Foreign currency effect on cash, cash equivalents and restricted cash | 25,065 | (186) | (15,530) |
Net increase in cash, cash equivalents and restricted cash | 901,439 | 209,453 | (159,291) |
Cash, cash equivalents and restricted cash at beginning of period | 777,991 | 568,538 | 727,829 |
Cash, cash equivalents and restricted cash at end of period | 1,679,430 | 777,991 | 568,538 |
Cash, cash equivalents and restricted cash at end of period: | |||
Total cash, cash equivalents and restricted cash shown in the consolidated statement of cash flows | 777,991 | 568,538 | 568,538 |
Supplemental disclosures of other cash flow information: | |||
Income taxes paid, net of refunds | 39,212 | 20,471 | 17,507 |
Non-cash investing and financing activities: | |||
Property and equipment included in accounts payable and accrued expenses | 34,839 | 56,966 | 25,767 |
Purchase of intangible assets included in accrued expenses and other liabilities | 0 | 0 | 8,500 |
2022 Note Hedge | |||
Non-cash investing and financing activities: | |||
Benefit from exercise of 2018 Note Hedge | 273,442 | 0 | 0 |
2018 Note Hedge | |||
Non-cash investing and financing activities: | |||
Benefit from exercise of 2018 Note Hedge | 0 | 0 | 766,858 |
2022 Notes | |||
Non-cash investing and financing activities: | |||
Settlement of 2018 Notes conversion feature | 275,273 | 0 | 0 |
2018 Notes | |||
Non-cash investing and financing activities: | |||
Settlement of 2018 Notes conversion feature | $ 0 | $ 0 | $ 773,302 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenues and expenses during the reporting period. Such management estimates and assumptions include, but are not limited to, standalone selling price (“SSP”) for each distinct performance obligation included in customer contracts with multiple performance obligations, the period of benefit for deferred commissions, valuation of intangible assets, the useful life of property and equipment and identifiable intangible assets, stock-based compensation expense and income taxes. Actual results could differ from those estimates. We assessed the impact of COVID-19 on the estimates and assumptions and determined there was no material impact. Segments Our chief operating decision maker allocates resources and assesses financial performance based upon discrete financial information at the consolidated level. There are no segment managers who are held accountable by the chief operating decision maker, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. Accordingly, we have determined that we operate as a single operating and reportable segment. Foreign Currency Translation and Transactions The functional currencies for our foreign subsidiaries are primarily their local currencies. Assets and liabilities of the wholly-owned foreign subsidiaries are translated into U.S. Dollars at exchange rates in effect at each period end. Amounts classified in stockholders’ equity are translated at historical exchange rates. Revenues and expenses are translated at the average exchange rates during the period. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in other income (expense), net within the consolidated statements of comprehensive income (loss), and have not been material for all periods presented. Revenue Recognition Revenues are recognized when control of services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Subscription revenues Subscription revenues are primarily comprised of subscription fees that give customers access to the ordered subscription service, related support and updates, if any, to the subscribed service during the subscription term. We recognize subscription revenues ratably over the contract term beginning on the commencement date of each contract, which is the date we make our services available to our customers. Our contracts with customers typically include a fixed amount of consideration and are generally non-cancelable and without any refund-type provisions. We typically invoice our customers annually in advance for our subscription services upon execution of the initial contract or subsequent renewal, and our invoices are typically due within 30 days from the invoice date. Subscription revenues also include revenues from self-hosted offerings in which customers deploy, or we grant customers the option to deploy without significant penalty, our subscription service internally or contract with a third party to host the software. For these contracts, we account for the software element separately from the related support and updates as they are distinct performance obligations. Refer to the discussion below related to contracts with multiple performance obligations for further details. The transaction price is allocated to separate performance obligations on a relative SSP basis. The transaction price allocated to the software element is recognized when transfer of control of the software to the customer is complete. The transaction price allocated to the related support and updates are recognized ratably over the contract term. Professional services and other revenues Our professional services arrangements are primarily on a time-and-materials basis, and we generally invoice our customers monthly in arrears for these professional services based on actual hours and expenses incurred. Some of our professional services arrangements are on a fixed fee or subscription basis. Professional services revenues are recognized as services are delivered. Other revenues consist of fees from customer training delivered on-site or through publicly available classes. Typical payment terms require our customers to pay us within 30 days of invoice. Contracts with multiple performance obligations We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. We evaluate the terms and conditions included within our customer contracts to ensure appropriate revenue recognition, including whether products and services are considered distinct performance obligations that should be accounted for separately versus together. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative SSP basis. We determine SSP by considering the historical selling price of these performance obligations in similar transactions as well as other factors, including, but not limited to, competitive pricing of similar products, other software vendor pricing, industry publications and current pricing practices. Contract balances Unbilled receivables represent subscription revenues that are recognized upon delivery of the software prior to being invoiced. Unbilled receivables are primarily presented under prepaid expenses and other current assets on our consolidated balance sheets. Deferred revenue consists primarily of payments received related to unsatisfied performance obligations at the end of the period. Once our services are available to customers, we record amounts due in accounts receivable and in deferred revenue. To the extent we bill customers in advance of the billing period commencement date, the accounts receivable and corresponding deferred revenue amounts are netted to zero on our consolidated balance sheets, unless such amounts have been paid as of the balance sheet date. Customer deposits primarily relate to payments received from customers which could be refundable pursuant to the terms of the contract and are presented under accrued expenses and other current liabilities on our consolidated balance sheets. Deferred Commissions Deferred commissions are the incremental selling costs that are associated with acquiring customer contracts and consist primarily of sales commissions paid to our sales organization and referral fees paid to independent third-parties. Deferred commissions also include the associated payroll taxes and fringe benefit costs associated with payments to our sales employees to the extent they are incremental. Commissions and referral fees earned upon the execution of initial and expansion contracts are primarily deferred and amortized over a period of benefit that we have determined to be five years. Commissions earned upon the renewal of customer contracts are deferred and amortized over the average renewal term. Additionally, for self-hosted offerings, consistent with the recognition of subscription revenue for self-hosted offerings, a portion of the commission cost is expensed upfront when the self-hosted offering is made available. We determine the period of benefit by taking into consideration our customer contracts, our technology life cycle and other factors. We include amortization of deferred commissions in sales and marketing expense in our consolidated statements of comprehensive income (loss). There was no impairment loss in relation to the incremental selling costs capitalized for all periods presented. Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We use a fair value hierarchy that is based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of the fair value hierarchy are as follows: Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2—Other inputs that are directly or indirectly observable in the marketplace; and Level 3— Significant unobservable inputs that are supported by little or no market activity. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original or remaining maturities of three months or less at the date of purchase. Cash and cash equivalents are stated at fair value. Accounts Receivable, net We record trade accounts receivable at the net invoice value and such receivables are non-interest bearing. We consider receivables past due based on the contractual payment terms. We reserve for specific amounts if collectability is no longer reasonably assured based on assessment of various factors including historical loss rates and expectations of forward-looking loss estimates. Individual accounts receivable are written off when we become aware of a specific customer’s inability to meet its financial obligation, and all collection efforts are exhausted. Investments Investments consist of commercial paper, corporate notes and bonds, certificates of deposit and U.S. government and agency securities. We classify investments as available-for-sale at the time of purchase. All investments are recorded at estimated fair value and investments with original maturities of less than one year at time of purchase is classified as short-term. Unrealized gains and losses are included in accumulated other comprehensive income (loss), net of tax, a component of stockholders’ equity, except for credit-related impairment losses for available-for-sale debt securities. We evaluate investments with unrealized loss positions for other than temporary impairment by assessing if they are related to deterioration in credit risk and whether we expect to recover the entire amortized cost basis of the security, our intent to sell and whether it is more likely than not that we will be required to sell the securities before the recovery of their cost basis. Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized cost basis, are recognized through an allowance for credit losses with changes in the allowance for credit losses recorded in other income (expense), net in the consolidated statements of comprehensive income (loss). For purposes of identifying and measuring impairment, the policy election was made to exclude the applicable accrued interest from both the fair value and amortized cost basis. Applicable accrued interest, net of the allowance for credit losses (if any) of $13 million and $11 million, is recorded in prepaid expenses and other current assets on the consolidated balance sheets as of December 31, 2020 and 2019, respectively. Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of comprehensive income (loss). Strategic investments Strategic investments consist of debt and non-marketable equity investments in privately-held companies in which we do not have a controlling interest or significant influence. Debt investments in privately-held companies are classified as available-for-sale and are recorded at their estimated fair value with changes in fair value recorded through accumulated other comprehensive income (loss). We have elected to apply the measurement alternative for equity investments that do not have readily determinable fair values, measuring them at cost, less any impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. An impairment loss is recorded when event or circumstance indicates a decline in value has occurred. We include these strategic investments in other assets on our consolidated balance sheets. Derivative Financial Instruments We use derivative financial instruments, mainly forward contracts with maturities of 12 months or less, to manage foreign currency risks. These derivative contracts are not designated as hedging instruments and changes in the fair value are recorded in other income (expense), net on the consolidated statements of comprehensive income (loss). Realized gains (losses) from settlement of the derivative assets and liabilities are classified as investing activities in the consolidated statements of cash flows. Property and Equipment, net Property and equipment are stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Building 39 years Computer equipment and software 3-5 years Furniture and fixtures 3-7 years Leasehold and other improvements shorter of the lease term or estimated useful life Capitalized Software Development Costs Software development costs for software to be sold, leased, or otherwise marketed are expensed as incurred until the establishment of technological feasibility, at which time those costs are capitalized until the product is available for general release to customers and amortized over the estimated life of the product. Costs and time incurred between the establishment of technological feasibility and product release have not been material, and all software development costs have been charged to research and development expense in our consolidated statements of comprehensive income (loss). Costs incurred to develop our internal administration, finance and accounting systems are capitalized during the application development stage and generally amortized over the software’s estimated useful life of three Leases We determine if an arrangement is or contains a lease at inception. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments consist primarily of the fixed payments under the arrangement, less any lease incentives. We generally use an incremental borrowing rate estimated based on the information available at the lease commencement date to determine the present value of lease payments, unless the implicit rate is readily determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for office leases. Lease and non-lease components for all other leases are generally accounted for separately. Additionally, we do not record leases on the balance sheet that, at the lease commencement date, have a lease term of 12 months or less. Operating leases are included in operating lease right-of-use assets, current portion of operating lease liabilities, and operating lease liabilities, less current portion in our consolidated balance sheets. We did not have any material financing leases in any of the periods presented. Business Combinations We allocate the acquisition purchase price to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values. The excess of the purchase price over the fair value of these assets acquired and liabilities assumed is recorded as goodwill. Allocation of the purchase price requires significant estimates in determining the fair value of acquired assets and assumed liabilities, especially with respect to intangible assets. Critical estimates include, but are not limited to, future expected cash flows, discount rates, the time and expense to recreate the assets and profit margin a market participant would receive. These estimates are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Goodwill and Intangible Assets Goodwill is evaluated for impairment at least annually or more frequently if circumstances indicate that goodwill may not be recoverable. We changed the timing of our annual assessment from fourth quarter to third quarter and did not consider this change to be material. We believe the change in timing is preferable as it better aligns with the Company’s closing processes. This change did not delay, accelerate or avoid any impairment charge. A qualitative assessment is performed to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount. If the reporting unit does not pass the qualitative assessment, the carrying amount of the reporting unit, including goodwill, is compared to fair value and goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. Any excess is recognized as an impairment loss. Intangible assets consist of developed technologies and other intangible assets, including patents and contractual agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from four Impairment of Long-Lived Assets We evaluate long-lived assets, including purchased intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability is measured by comparing the carrying amount to the future undiscounted cash flows we expect the asset to generate. Any excess of the carrying value of the asset above its fair value is recognized as an impairment loss. Advertising Costs Advertising costs, excluding costs related to our annual Knowledge user conference and other user forums, are expensed as incurred and are included in sales and marketing expense. These costs for the years ended December 31, 2020, 2019 and 2018 were $172 million, $115 million and $65 million, respectively. Stock-based Compensation We recognize compensation expense related to stock options and restricted stock units (“RSUs”) with only service conditions on a straight-line basis over the requisite service period. For stock options and RSUs with both service and performance or market conditions (performance-based RSUs (“PRSUs”)), expenses are recognized on a graded vesting basis over the requisite service period and for awards with performance conditions, when it is probable that the performance condition will be achieved. We recognize compensation expense related to shares issued pursuant to the employee stock purchase plan (“ESPP”) on a straight-line basis over the six We estimate the fair value of stock options with only service conditions and shares issued pursuant to the ESPP using the Black-Scholes options pricing model and the fair value of RSU awards (including PRSUs) using the fair value of our common stock on the date of grant. For stock options with both service and market conditions, we estimate the fair value of the options granted and the corresponding derived service periods using the Monte Carlo simulation, which requires the use of various assumptions, including the stock price volatility and risk-free interest rate as of the valuation date corresponding to the length of time remaining in the performance period and expected dividend yield. Concentration of Credit Risk and Significant Customers Financial instruments potentially exposing us to credit risk consist primarily of cash, cash equivalents, derivative contracts, investments and accounts receivable. We hold cash at financial institutions that management believes are high credit, quality financial institutions and invest in investment-grade debt securities. Our derivative contracts expose us to credit risk to the extent that the counterparties may be unable to meet the terms of the arrangement. We mitigate this credit risk by transacting with major financial institutions with high credit ratings and entering into master netting arrangements, which permit net settlement of transactions with the same counterparty. We are not required to pledge, and are not entitled to receive, cash collateral related to these derivative instruments. We are also exposed to credit risk under the convertible note hedge transactions that may result from counterparties’ non-performance. Credit risk arising from accounts receivable is mitigated to a certain extent due to our large number of customers and their dispersion across various industries and geographies. As of December 31, 2020 and 2019, there were no customers that represented more than 10% of our accounts receivable balance. There were no customers that individually exceeded 10% of our total revenues in any of the periods presented. For purposes of assessing concentration of credit risk and significant customers, a group of customers under common control or customers that are affiliates of each other are regarded as a single customer. The following table presents the changes in the allowance for doubtful accounts (in thousands): Balance at Beginning of Year Additions: Charged to Operations Additions: Charged to Deferred Revenue Less: Balance at End of Year Year ended December 31, 2020 Allowance for doubtful accounts $ 6,196 2,544 1,382 1,514 $ 8,608 Year ended December 31, 2019 Allowance for doubtful accounts $ 4,649 1,284 1,306 1,043 $ 6,196 Year ended December 31, 2018 Allowance for doubtful accounts $ 3,115 1,255 1,177 898 $ 4,649 Income Taxes We use the asset and liability method of accounting for income taxes, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed. We recognize the effect on deferred tax assets and liabilities of a change in tax rates within the provision for income taxes as income and expense in the period that includes the enactment date. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. In determining the need for a valuation allowance, we consider future growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate, historical earnings, taxable income in prior years, if carryback is permitted under the law, carryforward periods and prudent and feasible tax planning strategies. Our tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. We recognize the tax benefit of an uncertain tax position only if it is more likely than not the position is sustainable upon examination by the taxing authority, based on the technical merits. We measure the tax benefit recognized as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. We recognize interest accrued and penalties related to unrecognized tax benefits in our tax provision. We calculate the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years and record adjustments based on filed income tax returns when identified. The amount of income taxes paid is subject to examination by U.S. federal, state and foreign tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent the assessment of such tax position changes, we record the change in estimate in the period in which we make the determination. Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications did not result in a restatement of prior period financial statements. Recently Adopted Accounting Pronouncements Accounting Pronouncements Adopted in 2020 Cloud computing arrangements implementation costs In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new standard requires capitalized costs to be amortized on a straight-line basis generally over the term of the arrangement, and the financial statement presentation for these capitalized costs would be the same as that of the fees related to the hosting arrangements. We adopted this standard on a prospective basis as of January 1, 2020. The adoption of this standard did not have a material impact on our consolidated financial statements. Credit losses In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected, with further clarifications made more recently regarding the treatment of accrued interest, transfers between classifications for loans and debt securities, recoveries and the option to irrevocably elect the fair value option (on an instrument-by-instrument basis) for eligible financial assets at amortized costs. For trade receivables, loans, and other financial assets, we will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities are required to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. We adopted ASU 2016-13 on a modified retrospective basis as of January 1, 2020. The adoption of this standard did not result in any cumulative effect adjustment on our consolidated financial statements upon adoption as of January 1, 2020. Accounting Pronouncement Adopted in 2019 Leases In February 2016, the FASB issued ASU 2016-02, “Leases (“Topic 842”),” which requires lessees to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets, and to recognize on the income statement the expenses in a manner similar to prior practice. We adopted Topic 842 using the modified retrospective method as of January 1, 2019 with an immaterial amount of cumulative effect adjustment recorded to our accumulated deficit as of January 1, 2019 and elected not to restate the comparative periods in our financial statements in the year of adoption. We also elected the package of transition expedients available for expired or existing contracts, which allowed us to carryforward our historical assessment of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. The adoption of this standard did not impact our previously reported consolidated financial statements for periods ended on or prior to December 31, 2018. Upon adoption, we recorded operating lease right-of-use assets of approximately $335 million and corresponding operating lease liabilities of $363 million on our consolidated balance sheets. Recently Issued Accounting Pronouncements Pending Adoption Debt with Conversion Options In August 2020, the FASB issued new guidance to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The standard eliminates beneficial conversion feature and cash conversion models resulting in more convertible instruments being accounted for as a single unit; and simplifies classification of debt on the balance sheet and earnings per share calculation. This new standard is effective for our interim and annual periods beginning January 1, 2022 and earlier adoption is permitted. Amendments within this standard are required to be applied on a retrospective or modified retrospective basis. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements. Income taxes In December 2019, the FASB issued ASU 2019-12, “Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes,” which simplifies the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 and amending existing guidance to improve consistent application. This new standard is effective for our interim and annual periods beginning January 1, 2021 and earlier adoption is permitted. Most amendments within this standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2020 | |
Debt Securities, Available-for-sale [Abstract] | |
Investments | Investments Marketable Debt Securities The following is a summary of our available-for-sale debt securities recorded within short-term and long-term investments on the consolidated balance sheets (in thousands): December 31, 2020 Amortized Gross Gross Estimated Available-for-sale securities: Commercial paper $ 405,429 $ 79 $ (13) $ 405,495 Corporate notes and bonds 2,298,306 10,478 (298) 2,308,486 Certificates of deposit 23,081 8 — 23,089 U.S. government and agency securities 145,243 942 (7) 146,178 Total available-for-sale securities $ 2,872,059 $ 11,507 $ (318) $ 2,883,248 December 31, 2019 Amortized Gross Gross Estimated Available-for-sale securities: Commercial paper $ 101,416 $ 83 $ (9) $ 101,490 Corporate notes and bonds 1,654,166 7,360 (196) 1,661,330 Certificates of deposit 38,007 38 — 38,045 U.S. government and agency securities 127,544 254 (14) 127,784 Total available-for-sale securities $ 1,921,133 $ 7,735 $ (219) $ 1,928,649 As of December 31, 2020, the contractual maturities of our available-for-sale debt securities, excluding those securities classified within cash and cash equivalents on the consolidated balance sheet, did not exceed 36 months. The fair values of available-for-sale securities, by remaining contractual maturity, are as follows (in thousands): December 31, 2020 Due within 1 year $ 1,415,242 Due in 1 year through 5 years 1,468,006 Total $ 2,883,248 The following table shows the fair values and the gross unrealized losses of these available-for-sale debt securities, classified by the length of time that the securities have been in a continuous unrealized loss position, and aggregated by investment types, excluding those securities classified within cash and cash equivalents on the consolidated balance sheets (in thousands): December 31, 2020 Less than 12 Months 12 Months or Greater Total Fair Value Gross Fair Value Gross Fair Value Gross Commercial paper $ 94,980 $ (13) $ — $ — $ 94,980 $ (13) Corporate notes and bonds 534,126 (298) — — 534,126 (298) U.S. government and agency securities 7,985 (7) — — 7,985 (7) Total $ 637,091 $ (318) $ — $ — $ 637,091 $ (318) December 31, 2019 Less than 12 Months 12 Months or Greater Total Fair Value Gross Fair Value Gross Fair Value Gross Commercial paper $ 20,752 $ (9) $ — $ — $ 20,752 $ (9) Corporate notes and bonds 242,012 (181) 16,264 (15) 258,276 (196) U.S. government and agency securities 17,806 (14) — — 17,806 (14) Total $ 280,570 $ (204) $ 16,264 $ (15) $ 296,834 $ (219) The decline in fair value below amortized cost basis was not considered other than temporary as it is more likely than not we will hold the securities until maturity or a recovery of the cost basis, and credit-related impairment losses were not deemed material as of December 31, 2020. Strategic Investments As of December 31, 2020 and 2019, the total amount of equity investments in privately-held companies included in other assets on our consolidated balance sheets was $28 million and $22 million, respectively. We classify these assets as Level 3 within the fair value hierarchy as only an impairment or observable adjustment is recognized based on observable transaction price at the transaction date of identical or similar investment of the same issuer and other unobservable inputs such as volatility. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis as of December 31, 2020 (in thousands): Level 1 Level 2 Total Cash equivalents: Money market funds $ 1,305,372 $ — $ 1,305,372 U.S. government and agency securities — 2,000 2,000 Marketable securities: Commercial paper — 405,495 405,495 Corporate notes and bonds — 2,308,486 2,308,486 Certificates of deposit — 23,089 23,089 U.S. government and agency securities — 146,178 146,178 Total $ 1,305,372 $ 2,885,248 $ 4,190,620 The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis as of December 31, 2019 (in thousands): Level 1 Level 2 Total Cash equivalents: Money market funds $ 486,982 $ — $ 486,982 Commercial paper — 86,388 86,388 Marketable securities: Commercial paper — 101,490 101,490 Corporate notes and bonds — 1,661,330 1,661,330 Certificates of deposit — 38,045 38,045 U.S. government and agency securities — 127,784 127,784 Total $ 486,982 $ 2,015,037 $ 2,502,019 We determine the fair value of our security holdings based on pricing from our service providers and market prices from industry-standard independent data providers. Such market prices may be quoted prices in active markets for identical assets (Level 1 inputs) or pricing determined using inputs other than quoted prices that are observable either directly or indirectly (Level 2 inputs), such as yield curve, volatility factors, credit spreads, default rates, loss severity, current market and contractual prices for the underlying instruments or debt, broker and dealer quotes, as well as other relevant economic measures. Our equity investments in privately-held companies are not included in the table above and are discussed in Note 3. See Note 8 for the fair value measurement of our derivative contracts and Note 11 for the fair value measurement of our long-term debt, which are also not included in the table above. |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations 2020 Business Combinations On July 1, 2020, we acquired Sweagle NV for $25 million in an all-cash transaction to extend our DevOps and IT operations management (“ITOM”) capabilities. The purchase price was allocated based on the estimated fair value to intangible assets of $8 million comprised mainly of developed technology of $7 million, deferred tax liabilities of $2 million, and goodwill of $19 million. On February 7, 2020, we acquired Rupert Labs, Inc. d/b/a Passage AI for $33 million in an all-cash transaction to advance our deep learning of conversational artificial intelligence (“AI”) capabilities. The purchase price was allocated based on the estimated fair value to developed technology intangible assets of $22 million, deferred tax liabilities of $5 million and $15 million of goodwill. On February 6, 2020, we acquired Loom Systems Ltd. for $58 million in an all-cash transaction to extend our AI capabilities for ITOM by providing customers with analytics solutions. The purchase price was allocated based on the estimated fair value to developed technology intangible assets of $17 million, deferred tax liabilities of $4 million and goodwill of $40 million. Developed technology intangible assets acquired during the year are amortized over a five 2019 Business Combination During the year ended December 31, 2019, we completed a business combination for $8 million in cash in which we acquired certain intangible assets, including developed technology and customer arrangements. 2018 Business Combinations During the year ended December 31, 2018, we completed four business combinations for an aggregate purchase price of $38 million in cash. The aggregate purchase price was allocated based on the estimated fair value to $14 million of developed technology intangible assets (to be amortized over a five We believe the goodwill associated with these business combinations represents the synergies expected from expanded market opportunities when integrating the acquired developed technologies with our offerings. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill balances are presented below (in thousands): Carrying Amount Balance as of December 31, 2018 $ 148,845 Goodwill acquired 2,246 Foreign currency translation adjustments 5,665 Balance as of December 31, 2019 $ 156,756 Goodwill acquired 74,172 Foreign currency translation adjustments 9,836 Balance as of December 31, 2020 $ 240,764 Intangible assets consist of the following (in thousands): December 31, December 31, 2020 2019 Developed technology $ 226,290 $ 177,746 Patents 64,942 67,730 Other 3,616 3,594 Intangible assets, gross 294,848 249,070 Less: accumulated amortization (141,481) (105,220) Intangible assets, net $ 153,367 $ 143,850 Apart from the business combinations described in Note 5, we acquired $7 million of developed technology and $7 million of patents with weighted-average useful life of approximately five five Amortization expense for intangible assets was approximately $46 million, $35 million and $25 million for the years ended December 31, 2020, 2019 and 2018, respectively. The following table presents the estimated future amortization expense related to intangible assets held at December 31, 2020 (in thousands): Years Ending December 31, 2021 $ 42,466 2022 38,253 2023 32,962 2024 27,322 2025 5,228 Thereafter 7,136 Total future amortization expense $ 153,367 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment, net consists of the following (in thousands): December 31, 2020 2019 Computer equipment $ 974,319 $ 680,160 Computer software 71,688 59,511 Leasehold and other improvements 167,697 125,299 Furniture and fixtures 68,678 53,651 Construction in progress 9,257 6,830 Property and equipment, gross 1,291,639 925,451 Less: Accumulated depreciation (631,998) (457,366) Property and equipment, net $ 659,641 $ 468,085 Construction in progress consists primarily of leasehold and other improvements and in-process software development costs. Depreciation expense was $225 million, $168 million and $123 million for the years ended December 31, 2020, 2019 and 2018, respectively. |
Derivative Contracts
Derivative Contracts | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Contracts | Derivative Contracts As of December 31, 2020 and 2019, we had foreign currency forward contracts with total notional values of $583 million and $358 million, respectively, which are not designated as hedging instruments. Our foreign currency contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments in active markets, such as currency spot and forward rates. The fair value of these outstanding derivative contracts was as follows (in thousands): Consolidated Balance Sheet Location December 31, 2020 December 31, 2019 Derivative Assets: Foreign currency derivative contracts Prepaid expenses and other current assets $ 7,541 $ 2,237 Derivative Liabilities Foreign currency derivative contracts Accrued expenses and other current liabilities $ 9,879 $ 1,362 |
Deferred Revenue and Performanc
Deferred Revenue and Performance Obligations | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Deferred Revenue and Performance Obligations | Deferred Revenue and Performance Obligations Revenues recognized during the year ended December 31, 2020 from amounts included in deferred revenue as of December 31, 2019 were $2.1 billion. Revenues recognized during the year ended December 31, 2019 from amounts included in deferred revenue as of December 31, 2018 were $1.6 billion. Remaining Performance Obligations Transaction price allocated to remaining performance obligations (“RPO”) represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenues in future periods. RPO excludes contracts that are billed in arrears, such as certain time and materials contracts, as we apply the “right to invoice” practical expedient under relevant accounting guidance. As of December 31, 2020, the total non-cancelable RPO under our contracts with customers was $8.9 billion, and we expect to recognize revenues on approximately 49% of these RPO over the following 12 months, with the balance to be recognized thereafter. |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Notes Payable [Abstract] | |
Long-Term Debt | Long-Term Debt The following table summarizes the carrying value of our outstanding debt (in thousands, except percentages): December 31, 2020 December 31, 2019 2030 Notes 2022 Notes 2022 Notes Long-term debt Principal $ 1,500,000 $ 169,224 $ 782,491 Less: debt issuance cost and debt discount, net of amortization (17,703) (11,368) (87,510) Net carrying amount $ 1,482,297 $ 157,856 $ 694,981 Effective interest rate of the liability component - 2022 Notes 4.75% Effective interest rate - 2030 Notes 1.53% The effective interest rates for the 2030 Notes and 2022 Notes include interest payable, amortization of debt issuance cost and amortization of debt discount, as applicable. We consider the fair value of the 2030 Notes and 2022 Notes at December 31, 2020 to be a Level 2 measurement. The estimated fair value of the 2030 Notes and 2022 Notes at December 31, 2020 and December 31, 2019 based on the closing trading price per $100 of the 2030 Notes and 2022 Notes were as follows (in thousands): December 31, 2020 December 31, 2019 2022 Notes $ 687,049 $ 1,645,970 2030 Notes $ 1,463,475 $ — 2030 Notes In August 2020, we issued 1.40% fixed rate ten 2022 Notes In May and June 2017, we issued an aggregate of $782.5 million of 0% convertible senior notes (the “2022 Notes”), which are due June 1, 2022 unless earlier converted or repurchased in accordance with their terms. The 2022 Notes do not bear interest, and we cannot redeem the 2022 Notes prior to maturity. The 2022 Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. In accounting for the issuance of the 2022 Notes and the related transaction costs, we valued and bifurcated the conversion option from the host debt instrument, referred to as debt discount, and recorded the conversion option of $160 million in equity at issuance. The resulting debt discount and transactions costs allocated to the liability component are amortized to interest expense using the effective interest method over the term of the 2022 Notes. Upon conversion of the 2022 Notes, we may choose to pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock upon settlement. We currently intend to settle the principal amount of the 2022 Notes with cash. Convertible Date Initial Conversion Price per Share Initial Conversion Rate per $1,000 Par Value Initial Number of Shares (in thousands) 2022 Notes February 1, 2022 $ 134.75 7.42 shares 5,807 Conversion of the 2022 Notes prior to the Convertible Date. At any time prior to the close of business on the business day immediately preceding February 1, 2022 (“Convertible Date”), holders of the 2022 Notes may convert their Notes at their option, only if one of the following conditions are met: • during any calendar quarter (and only during such calendar quarter) if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during the 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 (in each case, the “Conversion Condition”); or • during the five-business day period after any five-consecutive trading day period, or the measurement period, in which the trading price per $1,000 principal amount of the 2022 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or • upon the occurrence of specified corporate events. For conversion requests received prior to maturity, the difference between the fair value and the amortized book value is recorded as a gain or loss on early note conversion. Conversion of the 2022 Notes on or after the Convertible Date. On or after the Convertible Date, a holder may convert all or any portion of its 2022 Notes at any time prior to the close of business on the second scheduled trading day immediately preceding maturity regardless of the foregoing conditions, and such conversions will settle upon maturity. Upon settlement, we will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The conversion price of the 2022 Notes will be subject to adjustment in some events. Holders of the 2022 Notes who convert their 2022 Notes in connection with certain corporate events that constitute a “make-whole fundamental change” are, under certain circumstances, entitled to an increase in the conversion rate. Additionally, in the event of a corporate event that constitutes a “fundamental change,” holders of the 2022 Notes may require us to purchase with cash all or a portion of the 2022 Notes upon the occurrence of a fundamental change, at a purchase price equal to 100% of the principal amount of the 2022 Notes plus any accrued and unpaid special interest, if any. The Conversion Condition for the 2022 Notes was met for all the quarters ended June 30, 2018 through December 31, 2020, except for the quarter ended December 31, 2018. Therefore, our 2022 Notes became convertible at the holders’ option beginning on July 1, 2018 and continue to be convertible through March 31, 2021, except for the quarter ended March 31, 2019 because the Conversion Condition for the 2022 Notes was not met for the quarter ended December 31, 2018. During the year ended December 31, 2020, we paid cash to settle $116 million in principal of the 2022 Notes and the loss on the early note conversions was not material. As a result of the settlements, we also recorded a net reduction to additional paid-in capital, reflecting $275 million fair value adjustments to the settled conversion option partially offset by $273 million benefit from the 2022 Note Hedge (as defined below). Based on conversion requests received through the filing date, we expect to settle in cash an aggregate of approximately $34 million in principal amount of the 2022 Notes during the first quarter of 2021. We may receive additional conversion requests that require settlement after the first quarter of 2021. Repurchase of 2022 Notes On August 11, 2020, we repurchased $497 million in aggregate principal amount of the 2022 Notes (the “2022 Notes Repurchase”) funded in part by the $1.1 billion proceeds received from the partial unwind of the 2022 Note Hedge (as defined below). The 2022 Notes Repurchase was accounted for as a debt extinguishment in which $493 million and $1.1 billion were allocated to the liability and equity components of the 2022 Notes, respectively. The cash consideration allocated to the liability component was based on the estimated fair value of the liability component utilizing a discount rate assuming a similar liability per the Company’s credit rating with the same maturity, but without the conversion option, as of the repurchase date. The cash consideration allocated to the equity component was based on the aggregate cash consideration less the estimated fair value of the liability component. The loss on extinguishment of $39 million recorded as other income (expense), net, represents the difference between the allocated cash consideration and the carrying value of the liability component, which includes the proportionate amounts of unamortized debt discount and unamortized debt issuance costs in the amount of $43 million. Note Hedge To minimize the impact of potential economic dilution upon conversion of the 2022 Notes, we entered into convertible note hedge transactions (the “2022 Note Hedge”) with certain investment banks, with respect to our common stock concurrently with the issuance of the 2022 Notes. Purchase Initial Shares Shares as of (in thousands) 2022 Note Hedge $ 128,017 5,807 1,256 The 2022 Note Hedge covers shares of our common stock at a strike price per share that corresponds to the initial conversion price of the 2022 Notes, subject to adjustment, and are exercisable upon conversion of the 2022 Notes. If exercised, we may elect to receive cash, shares of our common stock, or a combination of cash and shares. The 2022 Note Hedge will expire upon the maturity of the 2022 Notes. The 2022 Note Hedge is intended to reduce the potential economic dilution upon conversion of the 2022 Notes in the event that the fair value per share of our common stock at the time of exercise is greater than the conversion price of the 2022 Notes. The 2022 Note Hedge is a separate transaction and is not part of the terms of the 2022 Notes. Holders of the 2022 Notes will not have any rights with respect to the 2022 Note Hedge. The 2022 Note Hedge does not impact earnings per share, as it was entered into to offset any dilution from the 2022 Notes. On August 11, 2020, in connection with the 2022 Notes Repurchase, we entered into partial unwind agreements (the “Note Hedge Unwind”) to reduce the number of options corresponding to the principal amount of the 2022 Notes Repurchase. We received $1.1 billion for the Note Hedge Unwind and the aggregate number of shares underlying the call options under the 2022 Note Hedge was reduced by 3.7 million shares. Consistent with early conversions of the 2022 Notes, proceeds received by the Company from the Note Hedge Unwind were used to settle a portion of the 2022 Notes Repurchase. Warrants Proceeds Initial Shares Strike Price First Expiration Date Shares as of (in thousands) (in thousands) (in thousands) 2022 Warrants $ 54,071 5,807 $ 203.40 September 1, 2022 1,829 Separately, we entered into warrant transactions with certain investment banks, whereby we sold warrants to acquire, subject to adjustment, the number of shares of our common stock shown in the table above (the “2022 Warrants”). If the average market value per share of our common stock for the reporting period, as measured under the 2022 Warrants, exceeds the strike price of the respective 2022 Warrants, such 2022 Warrants would have a dilutive effect on our earnings per share to the extent we report net income. The 2022 Warrants are separate transactions and are not remeasured through earnings each reporting period. The 2022 Warrants are not part of the 2022 Notes or 2022 Note Hedge. In connection with the 2022 Notes Repurchase, we also entered into partial unwind agreements to reduce the number of warrants outstanding under the 2022 Warrants by delivering an aggregate of 2.3 million shares of our common stock to the holders of the 2022 Warrants. According to the terms, the remaining portion of the 2022 Warrants will be net share settled and automatically exercised over a 60 trading day period beginning on the first expiration date as set forth above based on the daily volume-weighted average stock prices over the same 60 trading day period. We expect to issue additional shares of our common stock in the second half of 2022 upon the automatic exercise of the remaining portion of the 2022 Warrants. The remaining portion of the 2022 Warrants could have a dilutive effect to the extent that the daily volume-weighted average stock prices over a 60 trading day period beginning on September 1, 2022 exceeds the strike price of the 2022 Warrants. Based on the volume-weighted average stock price on December 31, 2020, the total number of shares of our common stock to be issued upon the automatic exercise of the remaining portion of the 2022 Warrants would be approximately 1.1 million. The actual number of shares of our common stock issuable upon the automatic exercise of the remaining portion of the 2022 Warrants, if any, is unknown at this time. In November 2013, we issued $575 million of 0% convertible senior notes, which $413 million principal amount was early converted prior to and the remaining principal amount of $162 million was cash settled at maturity on November 1, 2018, in accordance with their terms. As a result of the settlements, we recorded an aggregate net reduction to additional paid-in capital, reflecting $773 million of fair value adjustments to the conversion option settled, offset by a $767 million benefit from the exercise of the convertible note hedge transactions (“2018 Note Hedge”). The related warrant transactions with certain investment banks (the “2018 Warrants”) were net share settled based on the daily volume-weighted average stock prices over a 60 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income The components of accumulated other comprehensive income, net of tax, consist of the following (in thousands): December 31, 2020 2019 Foreign currency translation adjustment $ 87,127 $ 20,884 Net unrealized gain on investments, net of tax 7,102 4,371 Accumulated other comprehensive income $ 94,229 $ 25,255 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock We are authorized to issue a total of 600.0 million shares of common stock as of December 31, 2020. Holders of our common stock are not entitled to receive dividends unless declared by our board of directors. As of December 31, 2020, we had 195.8 million shares of common stock outstanding and had reserved shares of common stock for future issuance as follows (in thousands): December 31, 2020 Stock plans: Options outstanding 522 RSUs (1) 7,362 Shares of common stock available for future grants: 2012 Equity Incentive Plan (2) 28,004 2012 Employee Stock Purchase Plan (2) 9,755 Total shares of common stock reserved for future issuance 45,643 (1) Represents the number of shares issuable upon settlement of outstanding RSUs and performance-based RSUs, as discussed under in Note 14. (2) Refer to Note 14 for a description of these plans. During the years ended December 31, 2020 and 2019, we issued a total of 4.1 million shares and 5.0 million shares, respectively, from stock option exercises, vesting of RSUs, net of employee payroll taxes and purchases from ESPP. In addition, as described in Note 11, we issued 2.3 million shares of our common stock upon unwind of the 2022 Warrants during the year ended December 31, 2020 and 4.3 million and 1.3 million shares of our common stock upon the automatic exercise of the 2018 Warrants during the year end December 31, 2019 and 2018, respectively. Preferred Stock Our board of directors has the authority, without further action by stockholders, to issue up to 10 million shares of preferred stock in one or more series. Our board of directors may designate the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference and number of shares constituting any series or the designation of any series. The issuance of preferred stock could have the effect of restricting dividends on our common stock, diluting the voting power of our common stock, impairing the liquidation rights of our common stock, or delaying or preventing a change in control. At December 31, 2020 and 2019, no shares of preferred stock were outstanding. |
Equity Awards
Equity Awards | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Awards | Equity Awards We currently have two equity incentive plans, our 2005 Stock Option Plan (the “2005 Plan”) and our 2012 Equity Incentive Plan (the “2012 Plan”). Our 2005 Plan was terminated in connection with our initial public offering in 2012 but continues to govern the terms of outstanding stock options that were granted prior to the termination of the 2005 Plan. We no longer grant equity awards pursuant to our 2005 Plan. Our 2012 Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, RSUs, performance-based stock awards and other forms of equity compensation (collectively, “equity awards”). In addition, the 2012 Plan provides for the grant of performance cash awards. Incentive stock options may be granted only to employees. All other equity awards may be granted to employees, including officers, as well as directors and consultants. The share reserve may increase to the extent outstanding stock options under the 2005 Plan expire or terminate unexercised. Prior to January 2019, the share reserve also automatically increased on January 1 of each year, by up to 5% of the total number of shares of common stock outstanding on December 31 of the preceding year as determined by our board of directors. In January 2019, our Board of Directors amended the 2012 Plan to remove the automatic increase provision. Therefore, for the remaining term of the 2012 Plan, the share reserve will not be increased without stockholder approval. Our 2012 Employee Stock Purchase Plan (the “2012 ESPP”) authorizes the issuance of shares of common stock pursuant to purchase rights granted to our employees. The price at which common stock is purchased under the 2012 ESPP is equal to 85% of the fair market value of our common stock on the first or last day of the offering period, whichever is lower. Offering periods are six months long and begin on February 1 and August 1 of each year. The number of shares of common stock reserved for issuance automatically increases on January 1 of each year until January 1, 2022, by up to 1% of the total number of shares of common stock outstanding on December 31 of the preceding year as determined by our board of directors. Our board of directors elected not to increase the number of shares of common stock reserved for issuance under the 2012 ESPP pursuant to the provision described in the preceding sentence for the years ending December 31, 2021 and December 31, 2020. Stock Options Stock options are exercisable at a price equal to the market value of the underlying shares of common stock on the date of the grant as determined by our board of directors or, for those stock options issued subsequent to our initial public offering, the closing price of our common stock as reported on the New York Stock Exchange on the date of grant. Stock options granted under our 2005 Plan and the 2012 Plan to new employees generally vest 25% one year from the date the requisite service period begins and continue to vest monthly for each month of continued employment over the remaining three years. Options granted generally are exercisable for a period of up to ten years contingent on each holder’s continuous status as a service provider. A summary of stock option activity was as follows: Number of Weighted- Weighted- Aggregate (in thousands) (in years) (in thousands) Outstanding at December 31, 2018 1,811 $ 46.55 Granted 161 $ 266.31 Exercised (640) $ 34.61 $ 138,389 Canceled (178) $ 86.02 Outstanding at December 31, 2019 1,154 $ 77.70 Exercised (621) $ 52.98 $ 199,094 Canceled (11) $ 75.77 Outstanding at December 31, 2020 522 $ 107.14 4.5 $ 231,456 Vested and expected to vest as of December 31, 2020 503 $ 100.95 4.4 $ 225,866 Vested and exercisable as of December 31, 2020 391 $ 55.98 3.1 $ 193,374 The total intrinsic value of the options exercised was $204 million for the year ended December 31, 2018. No stock options were granted during the years ended December 31, 2020 and 2018. The weighted-average grant date fair value per share of options granted was $266.31 for the year ended December 31, 2019. The total fair value of shares vested was $7 million, $8 million and $12 million for the years ended December 31, 2020, 2019 and 2018, respectively. The options granted during the year ended December 31, 2019 are options with both service and market-based vesting conditions granted to our Chief Executive Officer in connection with the commencement of his employment during the year. Included in the number of shares canceled during the year ended December 31, 2019 are 171,912 options with both service and market-based vesting conditions granted to our former Chief Executive Officer during the year ended December 31, 2017 in connection with the commencement of his employment which were canceled upon termination of his employment during the year ended December 31, 2019. As of December 31, 2020, total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options was approximately $11 million. The weighted-average remaining vesting period of unvested stock options at December 31, 2020 was 3.9 years. RSUs A summary of RSU activity was as follows: Number of Weighted-Average Grant-Date Fair Value Per Share Aggregate (in thousands) (in thousands) Outstanding at December 31, 2018 10,202 $ 121.84 Granted 5,338 $ 240.32 Vested (5,487) $ 126.85 $ 1,369,918 Forfeited (1,320) $ 145.34 Outstanding at December 31, 2019 8,733 $ 185.39 Granted 3,643 $ 367.52 Vested (4,250) $ 181.85 $ 1,759,996 Forfeited (764) $ 221.84 Outstanding at December 31, 2020 7,362 $ 274.23 $ 4,052,092 Expected to vest as of December 31, 2020 6,408 $ 3,526,957 RSUs outstanding as of December 31, 2020 were comprised of 7.0 million RSUs with only service conditions and 0.4 million RSUs with both service conditions and performance conditions. RSUs granted with only service conditions under the 2012 Plan to employees generally vest over a four PRSUs with both service and performance conditions are considered as eligible to vest when approved by the compensation committee of our board of directors in January of the year following the grant. The ultimate number of shares eligible to vest for PRSUs range from 0% to 180% of the target number of shares depending on achievement relative to the performance metric over the applicable period. The PRSUs shares granted in the years ended December 31, 2020 and 2019 will vest 33% in February of the following year and continue to vest quarterly for the remaining two As of December 31, 2020, total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested RSUs was approximately $1.8 billion and the weighted-average remaining vesting period was 2.7 years. |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Stock-based Compensation | Stock-based Compensation The following assumptions were used in the Black-Scholes options pricing model to calculate our stock-based compensation on the date of the grant: Year Ended December 31, 2020 2019 2018 ESPP: Expected volatility 30%- 60% 30%-49% 26%-31% Expected term (in years) 0.5 0.5 0.5 Risk-free interest rate 0.11%-2.04% 2.04%-2.46% 1.15%-2.22% Dividend yield — % — % — % Expected volatility . The expected volatility is based on the historical volatility of our common stock for a period similar to our expected term. Expected term . We determine the expected term for stock options based on historical experience of similar awards, giving consideration to the contractual terms of the stock-based awards, vesting schedules and expectations of future employee behavior. We estimate the expected term for ESPP using the purchase period. Risk-free interest rate . The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the stock-based award. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for the effects of dilutive shares of common stock, which are comprised of outstanding stock options, RSUs, ESPP obligations, the 2022 Notes and the 2022 and 2018 Warrants. Stock awards with performance conditions are included in dilutive shares to the extent the performance condition is met. The dilutive potential shares of common stock are computed using the treasury stock method or the as-if converted method, as applicable. The effects of outstanding stock options, RSUs, ESPP obligations, 2022 Notes and 2022 and 2018 Warrants are excluded from the computation of diluted net income (loss) per share in periods in which the effect would be antidilutive. The following tables present the calculation of basic and diluted net income (loss) per share attributable to common stockholders (in thousands, except per share data): Year Ended December 31, 2020 2019 2018 Numerator: Net income (loss) $ 118,503 $ 626,698 $ (26,704) Denominator: Weighted-average shares outstanding - basic 193,096 186,466 177,846 Weighted-average effect of potentially dilutive securities: Common stock options 547 1,109 — RSUs 4,421 4,897 — 2018 Warrants — 842 — 2022 Notes 842 2,737 — 2022 Notes settlements 1,931 — — 2022 Warrants 920 1,172 — Partial settlement of 2022 Warrants 721 — — Weighted-average shares outstanding - diluted 202,478 197,223 177,846 Net income (loss) per share - basic $ 0.61 $ 3.36 $ (0.15) Net income (loss) per share - diluted $ 0.59 $ 3.18 $ (0.15) Potentially dilutive securities that are not included in the calculation of diluted net income (loss) per share because doing so would be antidilutive are as follows (in thousands): Year Ended December 31, 2020 2019 2018 Common stock options — 161 1,811 Restricted stock units 347 413 10,202 ESPP obligations 224 273 318 2018 Warrants — — 7,783 2022 Notes — — 5,807 2022 Warrants — — 5,807 Total potentially dilutive securities 571 847 31,728 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income (loss) before income taxes by U.S. and foreign jurisdictions were as follows (in thousands): Year Ended December 31, 2020 2019 2018 United States $ 11,940 $ (48,558) $ (153,290) Foreign 137,245 115,743 114,266 Total $ 149,185 $ 67,185 $ (39,024) The provision for (benefit from) income taxes consists of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current provision: Federal $ — $ 391 $ (336) State 285 204 163 Foreign 53,055 15,657 22,204 53,340 16,252 22,031 Deferred provision: Federal (5,241) (3,481) (2,026) State (1,160) (882) (377) Foreign (16,257) (571,402) (31,948) (22,658) (575,765) (34,351) Provision for (benefit from) income taxes $ 30,682 $ (559,513) $ (12,320) The effective income tax rate differs from the federal statutory income tax rate applied to the income (loss) before income taxes due to the following (in thousands): Year Ended December 31, 2020 2019 2018 Tax computed at U.S. federal statutory rate $ 31,329 $ 14,109 $ (8,195) State taxes, net of federal benefit 210 122 98 Tax rate differential for international subsidiaries 1,342 (5,005) (41,429) Stock-based compensation (157,237) (108,023) (93,073) Tax credits (63,716) (51,237) (44,695) Foreign restructuring and amortization 7,319 — (625,292) Non-deductible expenses 3,601 3,112 1,757 Tax effects associated with Topic 606 — — (23,073) Executive Compensation 24,503 19,289 8,308 Valuation allowance 183,331 (431,880) 813,274 Provision for (benefit from) income taxes $ 30,682 $ (559,513) $ (12,320) Significant components of our deferred tax assets are shown below (in thousands). A valuation allowance has been recognized to offset our deferred tax assets, as necessary, by the amount of any tax benefits that, based on evidence, are not expected to be realized. December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 882,256 $ 740,141 Credit carryforwards 235,572 171,856 Lease liability 114,639 108,224 Depreciation and amortization 635,904 577,599 Other 102,926 91,149 Total deferred tax assets 1,971,297 1,688,969 Less valuation allowance (1,128,936) (918,596) 842,361 770,373 Deferred tax liabilities: Right of use asset (105,641) (101,091) Other (70,805) (73,818) Net deferred tax assets $ 665,915 $ 595,464 The unremitted earnings of our foreign subsidiaries are not considered indefinitely reinvested, except in certain designated jurisdictions in which the resident entity is a service provider that is not expected to generate substantial amounts of cash in excess of what may be reinvested by the local entity. We have not provided for state income or withholding taxes on the undistributed earnings of foreign subsidiaries which are considered indefinitely invested outside of the U.S. The amount of unrecognized deferred tax liability on these undistributed earnings is not material as of December 31, 2020. As of December 31, 2020, we had U.S. federal net operating loss and federal tax credit carryforwards of approximately $3.4 billion and $184 million, respectively. The federal tax credits and a portion of the federal net operating loss carryforwards will begin to expire in 2024 if not utilized. In addition, as of December 31, 2020, we had state net operating loss and state tax credit carryforwards of approximately $2.0 billion and $133 million, respectively. The state net operating loss will begin to expire in 2021 if not utilized, however the tax effected amount due to expire in 2021 is immaterial. State tax credits and a portion of the federal net operating loss carryforwards can be carried forward indefinitely. Utilization of our net operating loss and credit carryforwards may be subject to annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss and tax credit carryforwards before utilization. We maintain a full valuation allowance against our U.S. deferred tax assets as of December 31, 2020. We regularly assess the need for a valuation allowance against our deferred tax assets. In making that assessment, we consider both positive and negative evidence related to the likelihood of realization of the deferred tax assets to determine, based on the weight of available evidence, whether it is more likely than not that some or all of the deferred tax assets will not be realized. Due to cumulative losses over recent years and based on all available evidence, we have determined that it is more likely than not that our U.S. deferred tax assets will not be realized as of December 31, 2020. We recognized an income tax benefit of $574 million due to the release of the valuation allowance on the Irish deferred tax assets for the year ended December 31, 2019. These Irish deferred tax assets were created primarily as a result of the difference between the tax basis in our Irish subsidiary and the cost reported in our consolidated financial statements resulting from the transfer of intangible assets to the Irish subsidiary as part of our foreign restructuring in 2018. Management applied significant judgment in assessing the positive and negative evidence available in the determination of the amount of deferred tax assets that were more-likely-than-not to be realized in the future. The $210 million increase in the 2020 valuation allowance was primarily attributable to an increase in deferred tax assets related to net operating losses. The $424 million decrease in the 2019 valuation allowance was primarily attributable to the release of the valuation allowance on the Irish deferred tax assets. The $760 million increase in the 2018 valuation allowance was primarily attributable to an increase of approximately $590 million in deferred tax assets that are not realizable related to our foreign restructuring completed during 2018 giving rise to foreign amortizable assets. To the extent sufficient positive evidence becomes available, we may release a portion, or all, of our valuation allowance in one or more future periods. A release of the valuation allowance, if any, would result in the recognition of certain deferred tax assets and a material income tax benefit for the period in which such release is recorded. A reconciliation of the beginning and ending balance of total unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Balance, beginning period $ 36,789 $ 27,591 $ 27,648 Tax positions taken in prior period: Gross increases 5,775 1,516 3,721 Gross decreases (1,051) — (2,896) Tax positions taken in current period: Gross increases 38,812 7,682 5,796 Lapse of statute of limitations — — (1,078) Settlements — — (5,600) Balance, end of period $ 80,325 $ 36,789 $ 27,591 As of December 31, 2020, we had gross unrecognized tax benefits of approximately $80 million, of which $20 million would impact the effective tax rate, if recognized. We recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense. Accrued interest and penalties included in our liability related to unrecognized tax benefits were $2 million and $1 million at December 31, 2020 and 2019, respectively. The amount of unrecognized tax benefits could be reduced upon expiration of the applicable statutes of limitations. The potential reduction in unrecognized tax benefits during the next 12 months is not expected to be material. Interest and penalties accrued on these uncertain tax positions are recognized as income tax expense and will be released upon the expiration of the statutes of limitations. These amounts are also not material for any periods presented. We are subject to taxation in the United States and foreign jurisdictions. As of December 31, 2020, our tax years 2004 to 2019 remain subject to examination in most jurisdictions. Governments in certain countries where we do business have enacted legislation in response to the COVID-19 pandemic, including the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted by the United States on March 27, 2020. We are continuing to analyze these legislative developments which are not material for the year ended December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases For some of our offices and data centers, we have entered into non-cancelable operating lease agreements with various expiration dates through 2035. Certain lease agreements include options to renew or terminate the lease, which are not reasonably certain to be exercised and therefore are not factored into our determination of lease payments. Total operating lease costs was $83 million and $64 million, excluding short-term lease costs, variable lease costs and sublease income each of which were immaterial, for each of the years ended December 31, 2020 and 2019, respectively. Total cash paid for amounts included in the measurement of operating lease liabilities was $59 million and $44 million for the years ended December 31, 2020 and 2019, respectively. Operating lease liabilities arising from obtaining operating right-of-use assets was $112 million and $115 million for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, the weighted-average remaining lease term is 8.5 years, and the weighted-average discount rate is 3.5%. Maturities of operating lease liabilities as of December 31, 2020 are presented in the table below (in thousands): Years Ending December 31, 2021 $ 87,832 2022 86,128 2023 79,906 2024 62,211 2025 53,818 Thereafter 213,012 Total operating lease payments 582,907 Less: imputed interest (87,892) Present value of operating lease liabilities $ 495,015 In addition to the amounts above, as of December 31, 2020, we have operating leases, primarily for offices, that have not yet commenced with undiscounted cash flows of $342 million. These operating leases will commence between 2021 and 2022 with lease terms of 4 to 14 years. Othe r Contractual Commitments Other contractual commitments consist of data center and IT operations and sales and marketing activities related to our daily business operations. Future minimum payments under our non-cancelable purchase commitments as of December 31, 2020 are presented in the table below (in thousands): Purchase Obligations (1) Years Ending December 31, 2021 $ 119,990 2022 91,156 2023 31,145 2024 23,444 2025 13,494 Thereafter 4,001 Total $ 283,230 (1) Not included in the table above are certain purchase commitments related to our future annual Knowledge user conferences and other customer or sales conferences to be held in 2022 and future years. If we had canceled these contractual commitments as of December 31, 2020 we would have been obligated to pay cancellation penalties of approximately $36 million in aggregate. In addition to the amounts above, the repayments of our 2022 Notes and 2030 Notes with an aggregate principal amount of $169 million and $1.5 billion are due on June 1, 2022 and September 1, 2030, respectively. Refer to Note 11 for further information regarding our Notes. Further, $20 million of unrecognized tax benefits have been recorded as liabilities as of December 31, 2020. Letters of Credit As of December 31, 2020, we had letters of credit in the aggregate amount of $21 million, primarily in connection with our customer contracts and operating leases. Legal Proceedings From time to time, we are party to litigation and other legal proceedings in the ordinary course of business. While the results of any litigation or other legal proceedings are uncertain, management does not believe the ultimate resolution of any pending legal matters is likely to have a material adverse effect on our financial position, results of operations or cash flows, except for those matters for which we have recorded a loss contingency. We accrue for loss contingencies when it is both probable that we will incur the loss and when we can reasonably estimate the amount of the loss or range of loss. Generally, our subscription agreements require us to defend our customers for third-party intellectual property infringement and other claims. Any adverse determination related to intellectual property claims or other litigation could prevent us from offering our services and adversely affect our financial condition and results of operations. Indemnification Provisions Our agreements include provisions indemnifying customers against intellectual property and other third-party claims. In addition, we have entered into indemnification agreements with our directors, executive officers and certain other officers that will require us, among other things, to indemnify them against certain liabilities that may arise as a result of their affiliation with us. We have not incurred any costs as a result of such indemnification obligations and have not recorded any liabilities related to such obligations in the consolidated financial statements. |
Information about Geographic Ar
Information about Geographic Areas and Products | 12 Months Ended |
Dec. 31, 2020 | |
Segments, Geographical Areas [Abstract] | |
Information About Geographic Areas and Products | Information about Geographic Areas and Products Revenues by geographic area, based on the location of our users, were as follows for the periods presented (in thousands): Year Ended December 31, 2020 2019 2018 North America (1) $ 2,959,827 $ 2,276,549 $ 1,725,255 EMEA (2) 1,132,417 865,661 654,677 Asia Pacific and other 427,240 318,227 228,884 Total revenues $ 4,519,484 $ 3,460,437 $ 2,608,816 Property and equipment, net by geographic area were as follows (in thousands): December 31, 2020 2019 Property and equipment, net: North America (3) $ 394,215 $ 269,754 EMEA (2) 172,136 118,399 Asia Pacific and other 93,290 79,932 Total property and equipment, net $ 659,641 $ 468,085 (1) Revenues attributed to the United States were 94% of North America revenues for each of the years ended December 31, 2020, 2019 and 2018. (2) Europe, the Middle East and Africa (“EMEA”) (3) Property and equipment, net attributed to the United States were approximately 78% and 73% of property and equipment, net attributable to North America as of December 31, 2020 and 2019, respectively. Subscription revenues consist of the following (in thousands): Year Ended December 31, 2020 2019 2018 Digital workflow products $ 3,749,118 $ 2,810,887 $ 2,111,702 ITOM products 536,679 444,192 309,611 Total subscription revenues $ 4,285,797 $ 3,255,079 $ 2,421,313 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn January 8, 2021, we completed the acquisition of Element AI Inc., a Canadian company, by acquiring all issued and outstanding shares for approximately $230 million, subject to certain customary adjustments, in an all-cash transaction to accelerate artificial intelligence capabilities across our Now Platform. We are currently evaluating the purchase price allocation for this transaction. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”), and include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as reported amounts of revenues and expenses during the reporting period. Such management estimates and assumptions include, but are not limited to, standalone selling price (“SSP”) for each distinct performance obligation included in customer contracts with multiple performance obligations, the period of benefit for deferred commissions, valuation of intangible assets, the useful life of property and equipment and identifiable intangible assets, stock-based compensation expense and income taxes. Actual results could differ from those estimates. We assessed the impact of COVID-19 on the estimates and assumptions and determined there was no material impact. |
Segments | Segments Our chief operating decision maker allocates resources and assesses financial performance based upon discrete financial information at the consolidated level. There are no segment managers who are held accountable by the chief operating decision maker, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. Accordingly, we have determined that we operate as a single operating and reportable segment. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The functional currencies for our foreign subsidiaries are primarily their local currencies. Assets and liabilities of the wholly-owned foreign subsidiaries are translated into U.S. Dollars at exchange rates in effect at each period end. Amounts classified in stockholders’ equity are translated at historical exchange rates. Revenues and expenses are translated at the average exchange rates during the period. The resulting translation adjustments are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Foreign currency transaction gains and losses are included in other income (expense), net within the consolidated statements of comprehensive income (loss), and have not been material for all periods presented. |
Revenue Recognition and Deferred Commissions | Revenue Recognition Revenues are recognized when control of services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Subscription revenues Subscription revenues are primarily comprised of subscription fees that give customers access to the ordered subscription service, related support and updates, if any, to the subscribed service during the subscription term. We recognize subscription revenues ratably over the contract term beginning on the commencement date of each contract, which is the date we make our services available to our customers. Our contracts with customers typically include a fixed amount of consideration and are generally non-cancelable and without any refund-type provisions. We typically invoice our customers annually in advance for our subscription services upon execution of the initial contract or subsequent renewal, and our invoices are typically due within 30 days from the invoice date. Subscription revenues also include revenues from self-hosted offerings in which customers deploy, or we grant customers the option to deploy without significant penalty, our subscription service internally or contract with a third party to host the software. For these contracts, we account for the software element separately from the related support and updates as they are distinct performance obligations. Refer to the discussion below related to contracts with multiple performance obligations for further details. The transaction price is allocated to separate performance obligations on a relative SSP basis. The transaction price allocated to the software element is recognized when transfer of control of the software to the customer is complete. The transaction price allocated to the related support and updates are recognized ratably over the contract term. Professional services and other revenues Our professional services arrangements are primarily on a time-and-materials basis, and we generally invoice our customers monthly in arrears for these professional services based on actual hours and expenses incurred. Some of our professional services arrangements are on a fixed fee or subscription basis. Professional services revenues are recognized as services are delivered. Other revenues consist of fees from customer training delivered on-site or through publicly available classes. Typical payment terms require our customers to pay us within 30 days of invoice. Contracts with multiple performance obligations We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. We evaluate the terms and conditions included within our customer contracts to ensure appropriate revenue recognition, including whether products and services are considered distinct performance obligations that should be accounted for separately versus together. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative SSP basis. We determine SSP by considering the historical selling price of these performance obligations in similar transactions as well as other factors, including, but not limited to, competitive pricing of similar products, other software vendor pricing, industry publications and current pricing practices. Contract balances Unbilled receivables represent subscription revenues that are recognized upon delivery of the software prior to being invoiced. Unbilled receivables are primarily presented under prepaid expenses and other current assets on our consolidated balance sheets. Deferred revenue consists primarily of payments received related to unsatisfied performance obligations at the end of the period. Once our services are available to customers, we record amounts due in accounts receivable and in deferred revenue. To the extent we bill customers in advance of the billing period commencement date, the accounts receivable and corresponding deferred revenue amounts are netted to zero on our consolidated balance sheets, unless such amounts have been paid as of the balance sheet date. Customer deposits primarily relate to payments received from customers which could be refundable pursuant to the terms of the contract and are presented under accrued expenses and other current liabilities on our consolidated balance sheets. Deferred Commissions Deferred commissions are the incremental selling costs that are associated with acquiring customer contracts and consist primarily of sales commissions paid to our sales organization and referral fees paid to independent third-parties. Deferred commissions also include the associated payroll taxes and fringe benefit costs associated with payments to our sales employees to the extent they are incremental. Commissions and referral fees earned upon the execution of initial and expansion contracts are primarily deferred and amortized over a period of benefit that we have determined to be five years. Commissions earned upon the renewal of customer contracts are deferred and amortized over the average renewal term. Additionally, for self-hosted offerings, consistent with the recognition of subscription revenue for self-hosted offerings, a portion of the commission cost is expensed upfront when the self-hosted offering is made available. We determine the period of benefit by taking into consideration our customer contracts, our technology life cycle and other factors. We include amortization of deferred commissions in sales and marketing expense in our consolidated statements of comprehensive income (loss). There was no impairment loss in relation to the incremental selling costs capitalized for all periods presented. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We use a fair value hierarchy that is based on three levels of inputs, of which the first two are considered observable and the last unobservable. The three levels of the fair value hierarchy are as follows: Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2—Other inputs that are directly or indirectly observable in the marketplace; and Level 3— Significant unobservable inputs that are supported by little or no market activity. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original or remaining maturities of three months or less at the date of purchase. Cash and cash equivalents are stated at fair value. |
Accounts Receivable, net | Accounts Receivable, net We record trade accounts receivable at the net invoice value and such receivables are non-interest bearing. We consider receivables past due based on the contractual payment terms. We reserve for specific amounts if collectability is no longer reasonably assured based on assessment of various factors including historical loss rates and expectations of forward-looking loss estimates. Individual accounts receivable are written off when we become aware of a specific customer’s inability to meet its financial obligation, and all collection efforts are exhausted. |
Investments | Investments Investments consist of commercial paper, corporate notes and bonds, certificates of deposit and U.S. government and agency securities. We classify investments as available-for-sale at the time of purchase. All investments are recorded at estimated fair value and investments with original maturities of less than one year at time of purchase is classified as short-term. Unrealized gains and losses are included in accumulated other comprehensive income (loss), net of tax, a component of stockholders’ equity, except for credit-related impairment losses for available-for-sale debt securities. We evaluate investments with unrealized loss positions for other than temporary impairment by assessing if they are related to deterioration in credit risk and whether we expect to recover the entire amortized cost basis of the security, our intent to sell and whether it is more likely than not that we will be required to sell the securities before the recovery of their cost basis. Credit-related impairment losses, not to exceed the amount that fair value is less than the amortized cost basis, are recognized through an allowance for credit losses with changes in the allowance for credit losses recorded in other income (expense), net in the consolidated statements of comprehensive income (loss). For purposes of identifying and measuring impairment, the policy election was made to exclude the applicable accrued interest from both the fair value and amortized cost basis. Applicable accrued interest, net of the allowance for credit losses (if any) of $13 million and $11 million, is recorded in prepaid expenses and other current assets on the consolidated balance sheets as of December 31, 2020 and 2019, respectively. Realized gains and losses and declines in value judged to be other than temporary are determined based on the specific identification method and are reported in other income (expense), net in the consolidated statements of comprehensive income (loss). |
Strategic Investments | Strategic investments Strategic investments consist of debt and non-marketable equity investments in privately-held companies in which we do not have a controlling interest or significant influence. Debt investments in privately-held companies are classified as available-for-sale and are recorded at their estimated fair value with changes in fair value recorded through accumulated other comprehensive income (loss). We have elected to apply the measurement alternative for equity investments that do not have readily determinable fair values, measuring them at cost, less any impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. An impairment loss is recorded when event or circumstance indicates a decline in value has occurred. We include these strategic investments in other assets on our consolidated balance sheets. |
Derivatives Financial Instruments | Derivative Financial Instruments We use derivative financial instruments, mainly forward contracts with maturities of 12 months or less, to manage foreign currency risks. These derivative contracts are not designated as hedging instruments and changes in the fair value are recorded in other income (expense), net on the consolidated statements of comprehensive income (loss). Realized gains (losses) from settlement of the derivative assets and liabilities are classified as investing activities in the consolidated statements of cash flows. |
Property and Equipment, net | Property and Equipment, net Property and equipment are stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Building 39 years Computer equipment and software 3-5 years Furniture and fixtures 3-7 years Leasehold and other improvements shorter of the lease term or estimated useful life |
Capitalized Software Development Costs | Capitalized Software Development Costs Software development costs for software to be sold, leased, or otherwise marketed are expensed as incurred until the establishment of technological feasibility, at which time those costs are capitalized until the product is available for general release to customers and amortized over the estimated life of the product. Costs and time incurred between the establishment of technological feasibility and product release have not been material, and all software development costs have been charged to research and development expense in our consolidated statements of comprehensive income (loss). three |
Leases | Leases We determine if an arrangement is or contains a lease at inception. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Lease payments consist primarily of the fixed payments under the arrangement, less any lease incentives. We generally use an incremental borrowing rate estimated based on the information available at the lease commencement date to determine the present value of lease payments, unless the implicit rate is readily determinable. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for office leases. Lease and non-lease components for all other leases are generally accounted for separately. Additionally, we do not record leases on the balance sheet that, at the lease commencement date, have a lease term of 12 months or less. Operating leases are included in operating lease right-of-use assets, current portion of operating lease liabilities, and operating lease liabilities, less current portion in our consolidated balance sheets. We did not have any material financing leases in any of the periods presented. |
Business Combinations | Business Combinations We allocate the acquisition purchase price to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values. The excess of the purchase price over the fair value of these assets acquired and liabilities assumed is recorded as goodwill. Allocation of the purchase price requires significant estimates in determining the fair value of acquired assets and assumed liabilities, especially with respect to intangible assets. Critical estimates include, but are not limited to, future expected cash flows, discount rates, the time and expense to recreate the assets and profit margin a market participant would receive. These estimates are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. |
Goodwill, Intangible Assets and Impairment of Long Lived Assets | Goodwill and Intangible Assets Goodwill is evaluated for impairment at least annually or more frequently if circumstances indicate that goodwill may not be recoverable. We changed the timing of our annual assessment from fourth quarter to third quarter and did not consider this change to be material. We believe the change in timing is preferable as it better aligns with the Company’s closing processes. This change did not delay, accelerate or avoid any impairment charge. A qualitative assessment is performed to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount. If the reporting unit does not pass the qualitative assessment, the carrying amount of the reporting unit, including goodwill, is compared to fair value and goodwill is considered impaired if the carrying value of the reporting unit exceeds its fair value. Any excess is recognized as an impairment loss. Intangible assets consist of developed technologies and other intangible assets, including patents and contractual agreements. Intangible assets are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from four Impairment of Long-Lived Assets |
Advertising Costs | Advertising CostsAdvertising costs, excluding costs related to our annual Knowledge user conference and other user forums, are expensed as incurred and are included in sales and marketing expense. |
Stock-based Compensation | Stock-based Compensation We recognize compensation expense related to stock options and restricted stock units (“RSUs”) with only service conditions on a straight-line basis over the requisite service period. For stock options and RSUs with both service and performance or market conditions (performance-based RSUs (“PRSUs”)), expenses are recognized on a graded vesting basis over the requisite service period and for awards with performance conditions, when it is probable that the performance condition will be achieved. We recognize compensation expense related to shares issued pursuant to the employee stock purchase plan (“ESPP”) on a straight-line basis over the six |
Concentration of Credit Risk and Significant Customers | Concentration of Credit Risk and Significant Customers Financial instruments potentially exposing us to credit risk consist primarily of cash, cash equivalents, derivative contracts, investments and accounts receivable. We hold cash at financial institutions that management believes are high credit, quality financial institutions and invest in investment-grade debt securities. Our derivative contracts expose us to credit risk to the extent that the counterparties may be unable to meet the terms of the arrangement. We mitigate this credit risk by transacting with major financial institutions with high credit ratings and entering into master netting arrangements, which permit net settlement of transactions with the same counterparty. We are not required to pledge, and are not entitled to receive, cash collateral related to these derivative instruments. We are also exposed to credit risk under the convertible note hedge transactions that may result from counterparties’ non-performance. |
Income Taxes | Income Taxes We use the asset and liability method of accounting for income taxes, in which deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. We measure deferred tax assets and liabilities using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be reversed. We recognize the effect on deferred tax assets and liabilities of a change in tax rates within the provision for income taxes as income and expense in the period that includes the enactment date. A valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized. In determining the need for a valuation allowance, we consider future growth, forecasted earnings, future taxable income, the mix of earnings in the jurisdictions in which we operate, historical earnings, taxable income in prior years, if carryback is permitted under the law, carryforward periods and prudent and feasible tax planning strategies. Our tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. We recognize the tax benefit of an uncertain tax position only if it is more likely than not the position is sustainable upon examination by the taxing authority, based on the technical merits. We measure the tax benefit recognized as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. We recognize interest accrued and penalties related to unrecognized tax benefits in our tax provision. We calculate the current and deferred income tax provision based on estimates and assumptions that could differ from the actual results reflected in income tax returns filed in subsequent years and record adjustments based on filed income tax returns when identified. The amount of income taxes paid is subject to examination by U.S. federal, state and foreign tax authorities. The estimate of the potential outcome of any uncertain tax issue is subject to management’s assessment of relevant risks, facts and circumstances existing at that time. To the extent the assessment of such tax position changes, we record the change in estimate in the period in which we make the determination. |
Prior Period Reclassifications | Prior Period ReclassificationsCertain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications did not result in a restatement of prior period financial statements. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Accounting Pronouncements Adopted in 2020 Cloud computing arrangements implementation costs In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15, “Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new standard requires capitalized costs to be amortized on a straight-line basis generally over the term of the arrangement, and the financial statement presentation for these capitalized costs would be the same as that of the fees related to the hosting arrangements. We adopted this standard on a prospective basis as of January 1, 2020. The adoption of this standard did not have a material impact on our consolidated financial statements. Credit losses In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which requires a financial asset measured at amortized cost basis to be presented at the net amount expected to be collected, with further clarifications made more recently regarding the treatment of accrued interest, transfers between classifications for loans and debt securities, recoveries and the option to irrevocably elect the fair value option (on an instrument-by-instrument basis) for eligible financial assets at amortized costs. For trade receivables, loans, and other financial assets, we will be required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses which reflects losses that are probable. Credit losses relating to available-for-sale debt securities are required to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. We adopted ASU 2016-13 on a modified retrospective basis as of January 1, 2020. The adoption of this standard did not result in any cumulative effect adjustment on our consolidated financial statements upon adoption as of January 1, 2020. Accounting Pronouncement Adopted in 2019 Leases In February 2016, the FASB issued ASU 2016-02, “Leases (“Topic 842”),” which requires lessees to generally recognize on the balance sheet operating and financing lease liabilities and corresponding right-of-use assets, and to recognize on the income statement the expenses in a manner similar to prior practice. We adopted Topic 842 using the modified retrospective method as of January 1, 2019 with an immaterial amount of cumulative effect adjustment recorded to our accumulated deficit as of January 1, 2019 and elected not to restate the comparative periods in our financial statements in the year of adoption. We also elected the package of transition expedients available for expired or existing contracts, which allowed us to carryforward our historical assessment of (1) whether contracts are or contain leases, (2) lease classification and (3) initial direct costs. The adoption of this standard did not impact our previously reported consolidated financial statements for periods ended on or prior to December 31, 2018. Upon adoption, we recorded operating lease right-of-use assets of approximately $335 million and corresponding operating lease liabilities of $363 million on our consolidated balance sheets. Recently Issued Accounting Pronouncements Pending Adoption Debt with Conversion Options In August 2020, the FASB issued new guidance to simplify the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The standard eliminates beneficial conversion feature and cash conversion models resulting in more convertible instruments being accounted for as a single unit; and simplifies classification of debt on the balance sheet and earnings per share calculation. This new standard is effective for our interim and annual periods beginning January 1, 2022 and earlier adoption is permitted. Amendments within this standard are required to be applied on a retrospective or modified retrospective basis. We are currently evaluating the impact of the adoption of this standard on our consolidated financial statements. Income taxes In December 2019, the FASB issued ASU 2019-12, “Income Taxes (“Topic 740”): Simplifying the Accounting for Income Taxes,” which simplifies the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 and amending existing guidance to improve consistent application. This new standard is effective for our interim and annual periods beginning January 1, 2021 and earlier adoption is permitted. Most amendments within this standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. We do not anticipate that the adoption of this standard will have a material impact on our consolidated financial statements. |
Net Income (Loss) Per Share | Basic net income (loss) per share attributable to common stockholders is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, adjusted for the effects of dilutive shares of common stock, which are comprised of outstanding stock options, RSUs, ESPP obligations, the 2022 Notes and the 2022 and 2018 Warrants. Stock awards with performance conditions are included in dilutive shares to the extent the performance condition is met. The dilutive potential shares of common stock are computed using the treasury stock method or the as-if converted method, as applicable. The effects of outstanding stock options, RSUs, ESPP obligations, 2022 Notes and 2022 and 2018 Warrants are excluded from the computation of diluted net income (loss) per share in periods in which the effect would be antidilutive. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Property and Equipment Useful Life | Property and equipment are stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Building 39 years Computer equipment and software 3-5 years Furniture and fixtures 3-7 years Leasehold and other improvements shorter of the lease term or estimated useful life Property and equipment, net consists of the following (in thousands): December 31, 2020 2019 Computer equipment $ 974,319 $ 680,160 Computer software 71,688 59,511 Leasehold and other improvements 167,697 125,299 Furniture and fixtures 68,678 53,651 Construction in progress 9,257 6,830 Property and equipment, gross 1,291,639 925,451 Less: Accumulated depreciation (631,998) (457,366) Property and equipment, net $ 659,641 $ 468,085 |
Changes in Allowance for Doubtful Accounts | The following table presents the changes in the allowance for doubtful accounts (in thousands): Balance at Beginning of Year Additions: Charged to Operations Additions: Charged to Deferred Revenue Less: Balance at End of Year Year ended December 31, 2020 Allowance for doubtful accounts $ 6,196 2,544 1,382 1,514 $ 8,608 Year ended December 31, 2019 Allowance for doubtful accounts $ 4,649 1,284 1,306 1,043 $ 6,196 Year ended December 31, 2018 Allowance for doubtful accounts $ 3,115 1,255 1,177 898 $ 4,649 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Securities, Available-for-sale [Abstract] | |
Summary of Investments | The following is a summary of our available-for-sale debt securities recorded within short-term and long-term investments on the consolidated balance sheets (in thousands): December 31, 2020 Amortized Gross Gross Estimated Available-for-sale securities: Commercial paper $ 405,429 $ 79 $ (13) $ 405,495 Corporate notes and bonds 2,298,306 10,478 (298) 2,308,486 Certificates of deposit 23,081 8 — 23,089 U.S. government and agency securities 145,243 942 (7) 146,178 Total available-for-sale securities $ 2,872,059 $ 11,507 $ (318) $ 2,883,248 December 31, 2019 Amortized Gross Gross Estimated Available-for-sale securities: Commercial paper $ 101,416 $ 83 $ (9) $ 101,490 Corporate notes and bonds 1,654,166 7,360 (196) 1,661,330 Certificates of deposit 38,007 38 — 38,045 U.S. government and agency securities 127,544 254 (14) 127,784 Total available-for-sale securities $ 1,921,133 $ 7,735 $ (219) $ 1,928,649 |
Investments Classified by Contractual Maturity Date | The fair values of available-for-sale securities, by remaining contractual maturity, are as follows (in thousands): December 31, 2020 Due within 1 year $ 1,415,242 Due in 1 year through 5 years 1,468,006 Total $ 2,883,248 |
Fair Values and Gross Unrealized Losses of Available-for-Sale Securities Aggregated by Investment Category | The following table shows the fair values and the gross unrealized losses of these available-for-sale debt securities, classified by the length of time that the securities have been in a continuous unrealized loss position, and aggregated by investment types, excluding those securities classified within cash and cash equivalents on the consolidated balance sheets (in thousands): December 31, 2020 Less than 12 Months 12 Months or Greater Total Fair Value Gross Fair Value Gross Fair Value Gross Commercial paper $ 94,980 $ (13) $ — $ — $ 94,980 $ (13) Corporate notes and bonds 534,126 (298) — — 534,126 (298) U.S. government and agency securities 7,985 (7) — — 7,985 (7) Total $ 637,091 $ (318) $ — $ — $ 637,091 $ (318) December 31, 2019 Less than 12 Months 12 Months or Greater Total Fair Value Gross Fair Value Gross Fair Value Gross Commercial paper $ 20,752 $ (9) $ — $ — $ 20,752 $ (9) Corporate notes and bonds 242,012 (181) 16,264 (15) 258,276 (196) U.S. government and agency securities 17,806 (14) — — 17,806 (14) Total $ 280,570 $ (204) $ 16,264 $ (15) $ 296,834 $ (219) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis as of December 31, 2020 (in thousands): Level 1 Level 2 Total Cash equivalents: Money market funds $ 1,305,372 $ — $ 1,305,372 U.S. government and agency securities — 2,000 2,000 Marketable securities: Commercial paper — 405,495 405,495 Corporate notes and bonds — 2,308,486 2,308,486 Certificates of deposit — 23,089 23,089 U.S. government and agency securities — 146,178 146,178 Total $ 1,305,372 $ 2,885,248 $ 4,190,620 The following table presents our fair value hierarchy for our assets measured at fair value on a recurring basis as of December 31, 2019 (in thousands): Level 1 Level 2 Total Cash equivalents: Money market funds $ 486,982 $ — $ 486,982 Commercial paper — 86,388 86,388 Marketable securities: Commercial paper — 101,490 101,490 Corporate notes and bonds — 1,661,330 1,661,330 Certificates of deposit — 38,045 38,045 U.S. government and agency securities — 127,784 127,784 Total $ 486,982 $ 2,015,037 $ 2,502,019 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Goodwill balances are presented below (in thousands): Carrying Amount Balance as of December 31, 2018 $ 148,845 Goodwill acquired 2,246 Foreign currency translation adjustments 5,665 Balance as of December 31, 2019 $ 156,756 Goodwill acquired 74,172 Foreign currency translation adjustments 9,836 Balance as of December 31, 2020 $ 240,764 |
Schedule of Intangible Assets | Intangible assets consist of the following (in thousands): December 31, December 31, 2020 2019 Developed technology $ 226,290 $ 177,746 Patents 64,942 67,730 Other 3,616 3,594 Intangible assets, gross 294,848 249,070 Less: accumulated amortization (141,481) (105,220) Intangible assets, net $ 153,367 $ 143,850 |
Expected Future Amortization Expense Related to Intangible Assets | The following table presents the estimated future amortization expense related to intangible assets held at December 31, 2020 (in thousands): Years Ending December 31, 2021 $ 42,466 2022 38,253 2023 32,962 2024 27,322 2025 5,228 Thereafter 7,136 Total future amortization expense $ 153,367 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment are stated at cost net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets as follows: Building 39 years Computer equipment and software 3-5 years Furniture and fixtures 3-7 years Leasehold and other improvements shorter of the lease term or estimated useful life Property and equipment, net consists of the following (in thousands): December 31, 2020 2019 Computer equipment $ 974,319 $ 680,160 Computer software 71,688 59,511 Leasehold and other improvements 167,697 125,299 Furniture and fixtures 68,678 53,651 Construction in progress 9,257 6,830 Property and equipment, gross 1,291,639 925,451 Less: Accumulated depreciation (631,998) (457,366) Property and equipment, net $ 659,641 $ 468,085 |
Derivative Contracts (Tables)
Derivative Contracts (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments | The fair value of these outstanding derivative contracts was as follows (in thousands): Consolidated Balance Sheet Location December 31, 2020 December 31, 2019 Derivative Assets: Foreign currency derivative contracts Prepaid expenses and other current assets $ 7,541 $ 2,237 Derivative Liabilities Foreign currency derivative contracts Accrued expenses and other current liabilities $ 9,879 $ 1,362 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accrued Liabilities, Current [Abstract] | |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2020 2019 Accrued payroll $ 371,861 $ 230,682 Taxes payable 58,466 38,326 Other employee related liabilities 91,654 74,853 Other 146,112 117,542 Total accrued expenses and other current liabilities $ 668,093 $ 461,403 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Convertible Notes Payable [Abstract] | |
Convertible Debt | The following table summarizes the carrying value of our outstanding debt (in thousands, except percentages): December 31, 2020 December 31, 2019 2030 Notes 2022 Notes 2022 Notes Long-term debt Principal $ 1,500,000 $ 169,224 $ 782,491 Less: debt issuance cost and debt discount, net of amortization (17,703) (11,368) (87,510) Net carrying amount $ 1,482,297 $ 157,856 $ 694,981 Effective interest rate of the liability component - 2022 Notes 4.75% Effective interest rate - 2030 Notes 1.53% Convertible Date Initial Conversion Price per Share Initial Conversion Rate per $1,000 Par Value Initial Number of Shares (in thousands) 2022 Notes February 1, 2022 $ 134.75 7.42 shares 5,807 |
Schedule of Carrying Values and Estimated Fair Values of Debt Instruments | The estimated fair value of the 2030 Notes and 2022 Notes at December 31, 2020 and December 31, 2019 based on the closing trading price per $100 of the 2030 Notes and 2022 Notes were as follows (in thousands): December 31, 2020 December 31, 2019 2022 Notes $ 687,049 $ 1,645,970 2030 Notes $ 1,463,475 $ — |
Schedule Of Note Hedge Transactions | Purchase Initial Shares Shares as of (in thousands) 2022 Note Hedge $ 128,017 5,807 1,256 |
Schedule of Warrants | Proceeds Initial Shares Strike Price First Expiration Date Shares as of (in thousands) (in thousands) (in thousands) 2022 Warrants $ 54,071 5,807 $ 203.40 September 1, 2022 1,829 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive income, net of tax, consist of the following (in thousands): December 31, 2020 2019 Foreign currency translation adjustment $ 87,127 $ 20,884 Net unrealized gain on investments, net of tax 7,102 4,371 Accumulated other comprehensive income $ 94,229 $ 25,255 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Stockholders' Equity Note [Abstract] | |
Common Stock Outstanding and Reserved Shares of Common Stock for Future Issuance | As of December 31, 2020, we had 195.8 million shares of common stock outstanding and had reserved shares of common stock for future issuance as follows (in thousands): December 31, 2020 Stock plans: Options outstanding 522 RSUs (1) 7,362 Shares of common stock available for future grants: 2012 Equity Incentive Plan (2) 28,004 2012 Employee Stock Purchase Plan (2) 9,755 Total shares of common stock reserved for future issuance 45,643 (1) Represents the number of shares issuable upon settlement of outstanding RSUs and performance-based RSUs, as discussed under in Note 14. (2) Refer to Note 14 for a description of these plans. |
Equity Awards (Tables)
Equity Awards (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Information About Outstanding And Vested Stock Options | A summary of stock option activity was as follows: Number of Weighted- Weighted- Aggregate (in thousands) (in years) (in thousands) Outstanding at December 31, 2018 1,811 $ 46.55 Granted 161 $ 266.31 Exercised (640) $ 34.61 $ 138,389 Canceled (178) $ 86.02 Outstanding at December 31, 2019 1,154 $ 77.70 Exercised (621) $ 52.98 $ 199,094 Canceled (11) $ 75.77 Outstanding at December 31, 2020 522 $ 107.14 4.5 $ 231,456 Vested and expected to vest as of December 31, 2020 503 $ 100.95 4.4 $ 225,866 Vested and exercisable as of December 31, 2020 391 $ 55.98 3.1 $ 193,374 |
Restricted Stock Unit Table | A summary of RSU activity was as follows: Number of Weighted-Average Grant-Date Fair Value Per Share Aggregate (in thousands) (in thousands) Outstanding at December 31, 2018 10,202 $ 121.84 Granted 5,338 $ 240.32 Vested (5,487) $ 126.85 $ 1,369,918 Forfeited (1,320) $ 145.34 Outstanding at December 31, 2019 8,733 $ 185.39 Granted 3,643 $ 367.52 Vested (4,250) $ 181.85 $ 1,759,996 Forfeited (764) $ 221.84 Outstanding at December 31, 2020 7,362 $ 274.23 $ 4,052,092 Expected to vest as of December 31, 2020 6,408 $ 3,526,957 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |
Estimated Weighted-average Fair Value per Share of Options Granted | The following assumptions were used in the Black-Scholes options pricing model to calculate our stock-based compensation on the date of the grant: Year Ended December 31, 2020 2019 2018 ESPP: Expected volatility 30%- 60% 30%-49% 26%-31% Expected term (in years) 0.5 0.5 0.5 Risk-free interest rate 0.11%-2.04% 2.04%-2.46% 1.15%-2.22% Dividend yield — % — % — % |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Calculation of Basic and Diluted Net Income (Loss) Per Share | The following tables present the calculation of basic and diluted net income (loss) per share attributable to common stockholders (in thousands, except per share data): Year Ended December 31, 2020 2019 2018 Numerator: Net income (loss) $ 118,503 $ 626,698 $ (26,704) Denominator: Weighted-average shares outstanding - basic 193,096 186,466 177,846 Weighted-average effect of potentially dilutive securities: Common stock options 547 1,109 — RSUs 4,421 4,897 — 2018 Warrants — 842 — 2022 Notes 842 2,737 — 2022 Notes settlements 1,931 — — 2022 Warrants 920 1,172 — Partial settlement of 2022 Warrants 721 — — Weighted-average shares outstanding - diluted 202,478 197,223 177,846 Net income (loss) per share - basic $ 0.61 $ 3.36 $ (0.15) Net income (loss) per share - diluted $ 0.59 $ 3.18 $ (0.15) |
Summary of Potentially Dilutive Securities | Potentially dilutive securities that are not included in the calculation of diluted net income (loss) per share because doing so would be antidilutive are as follows (in thousands): Year Ended December 31, 2020 2019 2018 Common stock options — 161 1,811 Restricted stock units 347 413 10,202 ESPP obligations 224 273 318 2018 Warrants — — 7,783 2022 Notes — — 5,807 2022 Warrants — — 5,807 Total potentially dilutive securities 571 847 31,728 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Components of Loss From Continuing Operations Before Income Taxes | The components of income (loss) before income taxes by U.S. and foreign jurisdictions were as follows (in thousands): Year Ended December 31, 2020 2019 2018 United States $ 11,940 $ (48,558) $ (153,290) Foreign 137,245 115,743 114,266 Total $ 149,185 $ 67,185 $ (39,024) |
Components of Provision for Income Taxes | The provision for (benefit from) income taxes consists of the following (in thousands): Year Ended December 31, 2020 2019 2018 Current provision: Federal $ — $ 391 $ (336) State 285 204 163 Foreign 53,055 15,657 22,204 53,340 16,252 22,031 Deferred provision: Federal (5,241) (3,481) (2,026) State (1,160) (882) (377) Foreign (16,257) (571,402) (31,948) (22,658) (575,765) (34,351) Provision for (benefit from) income taxes $ 30,682 $ (559,513) $ (12,320) |
Reconciliation of Federal Income Tax Rate | The effective income tax rate differs from the federal statutory income tax rate applied to the income (loss) before income taxes due to the following (in thousands): Year Ended December 31, 2020 2019 2018 Tax computed at U.S. federal statutory rate $ 31,329 $ 14,109 $ (8,195) State taxes, net of federal benefit 210 122 98 Tax rate differential for international subsidiaries 1,342 (5,005) (41,429) Stock-based compensation (157,237) (108,023) (93,073) Tax credits (63,716) (51,237) (44,695) Foreign restructuring and amortization 7,319 — (625,292) Non-deductible expenses 3,601 3,112 1,757 Tax effects associated with Topic 606 — — (23,073) Executive Compensation 24,503 19,289 8,308 Valuation allowance 183,331 (431,880) 813,274 Provision for (benefit from) income taxes $ 30,682 $ (559,513) $ (12,320) |
Reconciliation of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets are shown below (in thousands). A valuation allowance has been recognized to offset our deferred tax assets, as necessary, by the amount of any tax benefits that, based on evidence, are not expected to be realized. December 31, 2020 2019 Deferred tax assets: Net operating loss carryforwards $ 882,256 $ 740,141 Credit carryforwards 235,572 171,856 Lease liability 114,639 108,224 Depreciation and amortization 635,904 577,599 Other 102,926 91,149 Total deferred tax assets 1,971,297 1,688,969 Less valuation allowance (1,128,936) (918,596) 842,361 770,373 Deferred tax liabilities: Right of use asset (105,641) (101,091) Other (70,805) (73,818) Net deferred tax assets $ 665,915 $ 595,464 |
Reconciliation of Beginning and Ending Balance of Total Unrecognized Tax Benefits | A reconciliation of the beginning and ending balance of total unrecognized tax benefits is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Balance, beginning period $ 36,789 $ 27,591 $ 27,648 Tax positions taken in prior period: Gross increases 5,775 1,516 3,721 Gross decreases (1,051) — (2,896) Tax positions taken in current period: Gross increases 38,812 7,682 5,796 Lapse of statute of limitations — — (1,078) Settlements — — (5,600) Balance, end of period $ 80,325 $ 36,789 $ 27,591 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Liabilities | Maturities of operating lease liabilities as of December 31, 2020 are presented in the table below (in thousands): Years Ending December 31, 2021 $ 87,832 2022 86,128 2023 79,906 2024 62,211 2025 53,818 Thereafter 213,012 Total operating lease payments 582,907 Less: imputed interest (87,892) Present value of operating lease liabilities $ 495,015 |
Schedule of Non-Cancelable Purchase Commitments | Future minimum payments under our non-cancelable purchase commitments as of December 31, 2020 are presented in the table below (in thousands): Purchase Obligations (1) Years Ending December 31, 2021 $ 119,990 2022 91,156 2023 31,145 2024 23,444 2025 13,494 Thereafter 4,001 Total $ 283,230 (1) Not included in the table above are certain purchase commitments related to our future annual Knowledge user conferences and other customer or sales conferences to be held in 2022 and future years. If we had canceled these contractual commitments as of December 31, 2020 we would have been obligated to pay cancellation penalties of approximately $36 million in aggregate. |
Information about Geographic _2
Information about Geographic Areas and Products (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segments, Geographical Areas [Abstract] | |
Revenues by Geographic Area, Based on Billing Location of Customer | Revenues by geographic area, based on the location of our users, were as follows for the periods presented (in thousands): Year Ended December 31, 2020 2019 2018 North America (1) $ 2,959,827 $ 2,276,549 $ 1,725,255 EMEA (2) 1,132,417 865,661 654,677 Asia Pacific and other 427,240 318,227 228,884 Total revenues $ 4,519,484 $ 3,460,437 $ 2,608,816 |
Schedule of Long Lived Assets by Geographic Area | Property and equipment, net by geographic area were as follows (in thousands): December 31, 2020 2019 Property and equipment, net: North America (3) $ 394,215 $ 269,754 EMEA (2) 172,136 118,399 Asia Pacific and other 93,290 79,932 Total property and equipment, net $ 659,641 $ 468,085 (1) Revenues attributed to the United States were 94% of North America revenues for each of the years ended December 31, 2020, 2019 and 2018. (2) Europe, the Middle East and Africa (“EMEA”) |
Schedule of Subscription Revenue by Products | Subscription revenues consist of the following (in thousands): Year Ended December 31, 2020 2019 2018 Digital workflow products $ 3,749,118 $ 2,810,887 $ 2,111,702 ITOM products 536,679 444,192 309,611 Total subscription revenues $ 4,285,797 $ 3,255,079 $ 2,421,313 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Revenue Recognition (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||
Capitalized contract cost, amortization period | 5 years | ||
Impairment loss | $ 0 | $ 0 | $ 0 |
Total subscription revenues | |||
Disaggregation of Revenue [Line Items] | |||
Contract payment terms | 30 days | ||
Professional services and other | |||
Disaggregation of Revenue [Line Items] | |||
Contract payment terms | 30 days |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Investments (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Accrued interest, net of allowance for credit losses | $ 13 | $ 11 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Building | |
Property and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 39 years |
Minimum | Computer equipment and software | |
Property and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 3 years |
Minimum | Furniture and fixtures | |
Property and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 3 years |
Maximum | Computer equipment and software | |
Property and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 5 years |
Maximum | Furniture and fixtures | |
Property and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 7 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Capitalized Software Development Costs (Details) - Computer software, intangible asset | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | |
Property and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 3 years |
Maximum | |
Property and Equipment [Line Items] | |
Property and equipment, useful life (in years) | 5 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Goodwill and Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Minimum | |
Property and Equipment [Line Items] | |
Useful Life | 4 years |
Maximum | |
Property and Equipment [Line Items] | |
Useful Life | 11 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Advertising Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Advertising costs | $ 172 | $ 115 | $ 65 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Stock-based Compensation (Details) | 12 Months Ended |
Dec. 31, 2020 | |
2012 Employee Stock Purchase Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award offering period | 6 months |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Concentration of Credit Risk and Significant Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Changes in the allowance for doubtful accounts | |||
Balance at Beginning of Year | $ 6,196 | $ 4,649 | $ 3,115 |
Additions: Charged to Operations | 2,544 | 1,284 | 1,255 |
Additions: Charged to Deferred Revenue | 1,382 | 1,306 | 1,177 |
Less: Write-offs | 1,514 | 1,043 | 898 |
Balance at End of Year | $ 8,608 | $ 6,196 | $ 4,649 |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Recently Adopted Accounting Pronouncement and Recently Issued Accounting Pronouncements Pending Adoption (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease, right-of-use asset | $ 454,218 | $ 402,428 | |
Operating lease, liability | $ 495,015 | ||
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease, right-of-use asset | $ 335,000 | ||
Operating lease, liability | $ 363,000 |
Investments - Summary of Invest
Investments - Summary of Investments (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 2,872,059 | $ 1,921,133 |
Gross Unrealized Gains | 11,507 | 7,735 |
Gross Unrealized Losses | (318) | (219) |
Estimated Fair Value | 2,883,248 | 1,928,649 |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 405,429 | 101,416 |
Gross Unrealized Gains | 79 | 83 |
Gross Unrealized Losses | (13) | (9) |
Estimated Fair Value | 405,495 | 101,490 |
Corporate notes and bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 2,298,306 | 1,654,166 |
Gross Unrealized Gains | 10,478 | 7,360 |
Gross Unrealized Losses | (298) | (196) |
Estimated Fair Value | 2,308,486 | 1,661,330 |
Certificates of deposit | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 23,081 | 38,007 |
Gross Unrealized Gains | 8 | 38 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 23,089 | 38,045 |
U.S. government and agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 145,243 | 127,544 |
Gross Unrealized Gains | 942 | 254 |
Gross Unrealized Losses | (7) | (14) |
Estimated Fair Value | $ 146,178 | $ 127,784 |
Investments - Narrative (Detail
Investments - Narrative (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Securities, Available-for-sale [Abstract] | ||
Contractual maturities term (maximum) | 36 months | |
Debt and equity investments in privately-held companies included in other assets | $ 28 | $ 22 |
Investments - Maturities of Ava
Investments - Maturities of Available-for-Sale Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Abstract] | ||
Due within 1 year | $ 1,415,242 | |
Due in 1 year through 5 years | 1,468,006 | |
Total | $ 2,883,248 | $ 1,928,649 |
Investments - Fair Values and G
Investments - Fair Values and Gross Unrealized Losses of Available-for-Sale Securities Aggregated by Investment Category (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Securities, Available-for-sale [Line Items] | ||
Continuous loss position, less than 12 months, fair value | $ 637,091 | $ 280,570 |
Continuous loss position, less than 12 months, gross unrealized losses | (318) | (204) |
Continuous loss position, 12 months or greater, fair value | 0 | 16,264 |
Continuous loss position, 12 months or greater, gross unrealized losses | 0 | (15) |
Continuous loss position, total, fair value | 637,091 | 296,834 |
Continuous loss position, total, gross unrealized losses | (318) | (219) |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Continuous loss position, less than 12 months, fair value | 94,980 | 20,752 |
Continuous loss position, less than 12 months, gross unrealized losses | (13) | (9) |
Continuous loss position, 12 months or greater, fair value | 0 | 0 |
Continuous loss position, 12 months or greater, gross unrealized losses | 0 | 0 |
Continuous loss position, total, fair value | 94,980 | 20,752 |
Continuous loss position, total, gross unrealized losses | (13) | (9) |
Corporate notes and bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Continuous loss position, less than 12 months, fair value | 534,126 | 242,012 |
Continuous loss position, less than 12 months, gross unrealized losses | (298) | (181) |
Continuous loss position, 12 months or greater, fair value | 0 | 16,264 |
Continuous loss position, 12 months or greater, gross unrealized losses | 0 | (15) |
Continuous loss position, total, fair value | 534,126 | 258,276 |
Continuous loss position, total, gross unrealized losses | (298) | (196) |
U.S. government and agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Continuous loss position, less than 12 months, fair value | 7,985 | 17,806 |
Continuous loss position, less than 12 months, gross unrealized losses | (7) | (14) |
Continuous loss position, 12 months or greater, fair value | 0 | 0 |
Continuous loss position, 12 months or greater, gross unrealized losses | 0 | 0 |
Continuous loss position, total, fair value | 7,985 | 17,806 |
Continuous loss position, total, gross unrealized losses | $ (7) | $ (14) |
Fair Value Measurements (Detail
Fair Value Measurements (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 4,190,620 | $ 2,502,019 |
Cash equivalents | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,305,372 | 486,982 |
Cash equivalents | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 86,388 | |
Cash equivalents | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,000 | |
Marketable securities | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 405,495 | 101,490 |
Marketable securities | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 2,308,486 | 1,661,330 |
Marketable securities | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 23,089 | 38,045 |
Marketable securities | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 146,178 | 127,784 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,305,372 | 486,982 |
Level 1 | Cash equivalents | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 1,305,372 | 486,982 |
Level 1 | Cash equivalents | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Level 1 | Cash equivalents | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Level 1 | Marketable securities | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | Marketable securities | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | Marketable securities | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 1 | Marketable securities | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 0 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 2,885,248 | 2,015,037 |
Level 2 | Cash equivalents | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 2 | Cash equivalents | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 86,388 | |
Level 2 | Cash equivalents | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 2,000 | |
Level 2 | Marketable securities | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 405,495 | 101,490 |
Level 2 | Marketable securities | Corporate notes and bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 2,308,486 | 1,661,330 |
Level 2 | Marketable securities | Certificates of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | 23,089 | 38,045 |
Level 2 | Marketable securities | U.S. government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments | $ 146,178 | $ 127,784 |
Business Combinations (Details)
Business Combinations (Details) $ in Thousands | Jul. 01, 2020USD ($) | Feb. 07, 2020USD ($) | Feb. 06, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)company |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 240,764 | $ 156,756 | $ 148,845 | |||
Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Weighted average useful life (in years) | 5 years 1 month | |||||
Sweagle NV | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses | $ 25,000 | |||||
Developed technology | 8,000 | |||||
Net deferred tax liabilities | 2,000 | |||||
Goodwill | 19,000 | |||||
Sweagle NV | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Developed technology | $ 7,000 | |||||
Rupert Labs, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses | $ 33,000 | |||||
Net deferred tax liabilities | 5,000 | |||||
Goodwill | 15,000 | |||||
Rupert Labs, Inc. | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Developed technology | $ 22,000 | |||||
Loom Systems Ltd. | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses | $ 58,000 | |||||
Net deferred tax liabilities | 4,000 | |||||
Goodwill | 40,000 | |||||
Loom Systems Ltd. | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Developed technology | $ 17,000 | |||||
2019 Business Combination | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses | $ 8,000 | |||||
2018 Business Combinations | ||||||
Business Acquisition [Line Items] | ||||||
Payments to acquire businesses | 38,000 | |||||
Net deferred tax liabilities | 2,000 | |||||
Goodwill | $ 26,000 | |||||
Number of business combinations | company | 4 | |||||
Goodwill, tax deductible amount | $ 8,000 | |||||
2018 Business Combinations | Developed technology | ||||||
Business Acquisition [Line Items] | ||||||
Developed technology | $ 14,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Goodwill, beginning balance | $ 156,756 | $ 148,845 |
Goodwill acquired | 74,172 | 2,246 |
Foreign currency translation adjustments | 9,836 | 5,665 |
Goodwill, ending balance | $ 240,764 | $ 156,756 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 294,848 | $ 249,070 |
Less: accumulated amortization | (141,481) | (105,220) |
Intangible assets, net | 153,367 | 143,850 |
Developed technology | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 226,290 | 177,746 |
Patents | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | 64,942 | 67,730 |
Other | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 3,616 | $ 3,594 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 73 | ||
Amortization expense | $ 46 | 35 | $ 25 |
Developed technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 7 | 61 | |
Weighted average useful life (in years) | 5 years 1 month | ||
Patents | |||
Finite-Lived Intangible Assets [Line Items] | |||
Intangible assets, net | $ 7 | $ 11 | |
Weighted average useful life (in years) | 9 years | ||
Patents | Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life (in years) | 5 years | ||
Patents | Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted average useful life (in years) | 8 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization of Intangible Assets (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 42,466 |
2022 | 38,253 |
2023 | 32,962 |
2024 | 27,322 |
2025 | 5,228 |
Thereafter | 7,136 |
Total future amortization expense | $ 153,367 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,291,639 | $ 925,451 |
Less: Accumulated depreciation | (631,998) | (457,366) |
Property and equipment, net | 659,641 | 468,085 |
Computer equipment | ||
Property and Equipment [Line Items] | ||
Property and equipment, gross | 974,319 | 680,160 |
Computer software | ||
Property and Equipment [Line Items] | ||
Property and equipment, gross | 71,688 | 59,511 |
Leasehold and other improvements | ||
Property and Equipment [Line Items] | ||
Property and equipment, gross | 167,697 | 125,299 |
Furniture and fixtures | ||
Property and Equipment [Line Items] | ||
Property and equipment, gross | 68,678 | 53,651 |
Construction in progress | ||
Property and Equipment [Line Items] | ||
Property and equipment, gross | $ 9,257 | $ 6,830 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 225 | $ 168 | $ 123 |
Derivative Contracts (Details)
Derivative Contracts (Details) - Not Designated as Hedging Instrument - Foreign currency derivative contracts - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative [Line Items] | ||
Derivative notional amount | $ 583,000 | $ 358,000 |
Level 2 | Prepaid expenses and other current assets | ||
Derivative [Line Items] | ||
Derivative Assets | 7,541 | 2,237 |
Level 2 | Accrued expenses and other current liabilities | ||
Derivative [Line Items] | ||
Derivative Liabilities | $ 9,879 | $ 1,362 |
Deferred Revenue and Performa_2
Deferred Revenue and Performance Obligations (Details) - USD ($) $ in Billions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue recognized | $ 2.1 | $ 1.6 |
Remaining non-cancelable performance obligations | $ 8.9 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations expected to be satisfied (percent) | 49.00% | |
Remaining performance obligation, expected timing of satisfaction, period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Performance obligations expected to be satisfied (percent) | 51.00% | |
Remaining performance obligation, expected timing of satisfaction, period |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities, Current [Abstract] | ||
Accrued payroll | $ 371,861 | $ 230,682 |
Taxes payable | 58,466 | 38,326 |
Other employee related liabilities | 91,654 | 74,853 |
Other | 146,112 | 117,542 |
Total accrued expenses and other current liabilities | $ 668,093 | $ 461,403 |
Long-Term Debt - Schedule of No
Long-Term Debt - Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2020 | Aug. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2017 |
2030 Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 1,500,000,000 | $ 1,500,000,000 | ||
Less: debt issuance cost and debt discount, net of amortization | (17,703,000) | |||
Net carrying amount | $ 1,482,297,000 | |||
Effective interest rate (in percent) | 1.53% | |||
2022 Notes | ||||
Debt Instrument [Line Items] | ||||
Principal | $ 169,224,000 | $ 782,491,000 | $ 782,500,000 | |
Less: debt issuance cost and debt discount, net of amortization | (11,368,000) | (87,510,000) | ||
Net carrying amount | $ 157,856,000 | $ 694,981,000 |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) shares in Millions | Aug. 11, 2020USD ($)shares | Nov. 01, 2018USD ($) | Aug. 31, 2020USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2020USD ($)daytrading_dayshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Jun. 30, 2017USD ($) | Nov. 30, 2013USD ($) |
Debt Conversion [Line Items] | ||||||||||
Estimated fair value of the note based on the closing trading price | $ 100 | $ 100 | ||||||||
Percentage of purchase price of notes which should be paid upon fundamental change (percent) | 100.00% | |||||||||
Benefit from exercise of Note Hedge | $ 1,378,984,000 | $ 766,857,000 | ||||||||
Net proceeds from unwind of 2022 Note Hedge | 1,105,542,000 | 0 | 0 | |||||||
Loss on extinguishment of debt | $ (46,611,000) | $ 0 | $ 0 | |||||||
Warrant exercise period | trading_day | 60 | |||||||||
Stock Price Trigger Measurement | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Number of days out of 30 that common stock price exceeded conversion price, days | day | 20 | |||||||||
Number of consecutive trading days in a period | day | 30 | |||||||||
Threshold percentage of stock price trigger (percent) | 130.00% | |||||||||
Notes Price Trigger Measurement | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Number of consecutive trading days in a period | day | 5 | |||||||||
Threshold percentage of stock price trigger (percent) | 98.00% | |||||||||
Conversion of notes base conversion price | $ 1,000 | |||||||||
2022 Warrants | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Number of shares to be issued upon exercise of the Warrants (in shares) | shares | 2.3 | |||||||||
Number of potential securities issued upon automatic exercise of the Warrants (in shares) | shares | 1.1 | |||||||||
2018 Warrants | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Number of shares to be issued upon exercise of the Warrants (in shares) | shares | 4.3 | 1.3 | ||||||||
2018 Note Hedge | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Noncash benefit received from note hedges | $ 767,000,000 | |||||||||
2022 Notes | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Contractual interest rate, notes | 0.00% | |||||||||
Notes, par value | $ 169,224,000 | $ 782,491,000 | $ 782,500,000 | |||||||
Net amount recorded in equity | $ 160,000,000 | |||||||||
Settlement of principal | 116,000,000 | |||||||||
Conversion option settlement, fair value adjustments | 275,000,000 | |||||||||
Benefit from exercise of Note Hedge | 273,000,000 | |||||||||
Repurchased face amount | $ 497,000,000 | |||||||||
Net proceeds from unwind of 2022 Note Hedge | 1,100,000,000 | |||||||||
Extinguishment of debt, amount, equity component | 493,000,000 | |||||||||
Extinguishment of debt, amount, debt component | 1,100,000,000 | |||||||||
Loss on extinguishment of debt | (39,000,000) | |||||||||
Unamortized debt discount and unamortized debt issuance costs | $ 43,000,000 | |||||||||
Reduction of aggregate number of call options (in shares) | shares | 3.7 | |||||||||
2022 Notes | Scenario, Forecast | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Settlement of principal | $ 34,000,000 | |||||||||
2018 Notes | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Contractual interest rate, notes | 0.00% | |||||||||
Notes, par value | $ 575,000,000 | |||||||||
Settlement of principal | $ 162,000,000 | $ 413,000,000 | ||||||||
Conversion option settlement, fair value adjustments | $ 773,000,000 | |||||||||
2030 Notes | ||||||||||
Debt Conversion [Line Items] | ||||||||||
Contractual interest rate, notes | 1.40% | |||||||||
Debt term | 10 years | |||||||||
Notes, par value | $ 1,500,000,000 | $ 1,500,000,000 | ||||||||
Percentage of principle issued | 0.9963 | |||||||||
Debt issuance costs | $ 13,000,000 |
Long-Term Debt - Schedule of Fa
Long-Term Debt - Schedule of Fair Value (Details) - Level 2 - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
2022 Notes | ||
Debt Instrument [Line Items] | ||
Fair value | $ 687,049 | $ 1,645,970 |
2030 Notes | ||
Debt Instrument [Line Items] | ||
Fair value | $ 1,463,475 | $ 0 |
Long-Term Debt - Schedule of Co
Long-Term Debt - Schedule of Conversion (Details) - 2022 Notes shares in Thousands | 2 Months Ended |
Jun. 30, 2017shares$ / shares | |
Debt Instrument [Line Items] | |
Initial Conversion Price per Share (in USD per share) | $ / shares | $ 134.75 |
Initial Conversion Rate per $1,000 Par Value (in USD per share) | 0.00742 |
Initial Number of Shares (in shares) | shares | 5,807 |
Long-Term Debt - Schedule of _2
Long-Term Debt - Schedule of Note Hedges (Details) - 2022 Note Hedge shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Debt Instrument [Line Items] | |
Purchase | $ | $ 128,017 |
Shares (in shares) | 5,807 |
Shares as of December 31, 2020 (in shares) | 1,256 |
Long-Term Debt - Schedule of Wa
Long-Term Debt - Schedule of Warrants (Details) - 2022 Warrants $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Debt Instrument [Line Items] | |
Proceeds | $ | $ 54,071 |
Shares (in shares) | 5,807,000 |
Strike Price (in USD per share) | $ / shares | $ 203.40 |
Shares as of December 31, 2020 (in shares) | 1,829,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income | $ 2,834,481 | $ 2,127,941 | $ 1,111,199 | $ 778,744 |
Foreign currency translation adjustment | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income | 87,127 | 20,884 | ||
Net unrealized gain on investments, net of tax | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income | 7,102 | 4,371 | ||
Accumulated other comprehensive income | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Accumulated other comprehensive income | $ 94,229 | $ 25,255 | $ (4,035) | $ 5,767 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Detail) - shares | Aug. 11, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Shares of common stock, authorized (in shares) | 600,000,000 | 600,000,000 | ||
Common stock, shares, outstanding (in shares) | 195,844,000 | 189,461,000 | ||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
2022 Warrants | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Number of shares to be issued upon exercise of the Warrants (in shares) | 2,300,000 | |||
2018 Warrants | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Number of shares to be issued upon exercise of the Warrants (in shares) | 4,300,000 | 1,300,000 | ||
Common Stock | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Common stock issued under employee stock plans (in shares) | 4,098,000 | 5,003,000 | 5,899,000 |
Stockholders' Equity - Outstand
Stockholders' Equity - Outstanding and Reserved Shares of Common Stock for Future Issuance (Detail) - shares | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||
Options outstanding (in shares) | 522,000 | 1,154,000 | 1,811,000 |
Total reserved shares of common stock for future issuance (in shares) | 45,643,000 | ||
2012 Equity Incentive Plan | |||
Class of Stock [Line Items] | |||
Total reserved shares of common stock for future issuance (in shares) | 28,004,000 | ||
2012 Employee Stock Purchase Plan | |||
Class of Stock [Line Items] | |||
Total reserved shares of common stock for future issuance (in shares) | 9,755,000 | ||
Common stock options | |||
Class of Stock [Line Items] | |||
Options outstanding (in shares) | 522,000 | ||
Restricted stock units | |||
Class of Stock [Line Items] | |||
RSUs (in shares) | 7,362,000 | 8,733,000 | 10,202,000 |
Equity Awards - Narrative (Deta
Equity Awards - Narrative (Detail) | 12 Months Ended | ||
Dec. 31, 2020USD ($)incentive_planshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of equity incentive plans | incentive_plan | 2 | ||
Total intrinsic value of options exercised | $ 199,094,000 | $ 138,389,000 | $ 204,000,000 |
Number of shares granted (in shares) | shares | 0 | 161,000 | 0 |
Weighted-average grant date fair value of options granted (in USD per share) | $ / shares | $ 266.31 | ||
Fair value of stock options vested | $ 7,000,000 | $ 8,000,000 | $ 12,000,000 |
Number of shares cancelled (in shares) | shares | 171,912 | ||
Total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options | $ 11,000,000 | ||
Common stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average remaining vesting period | 3 years 10 months 24 days | ||
Restricted stock units with service condition only | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares outstanding (in shares) | shares | 7,000,000 | ||
Restricted stock units with service and performance conditions | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares outstanding (in shares) | shares | 400,000 | ||
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average remaining vesting period | 2 years 8 months 12 days | ||
Number of shares outstanding (in shares) | shares | 7,362,000 | 8,733,000 | 10,202,000 |
Aggregate intrinsic value, vested | $ 1,759,996 | $ 1,369,918 | $ 932,000,000 |
Unrecognized compensation expense expected to be recognized | $ 1,800,000,000 | ||
Performance shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting term (in years) | 2 years | ||
Performance target (in percent) | 100.00% | ||
Award vesting percentage | 33.00% | ||
Incremental expense | $ 29,000,000 | ||
Allocated share-based compensation expense | $ 70,000,000 | $ 68,000,000 | $ 92,000,000 |
Minimum | Performance shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance target (in percent) | 0.00% | ||
Maximum | Performance shares | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance target (in percent) | 180.00% | ||
2012 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock outstanding, increase, percentage | 5.00% | ||
2012 Equity Incentive Plan | Restricted stock units with service condition only | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting term (in years) | 4 years | ||
2012 Employee Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares of common stock outstanding, increase, percentage | 1.00% | ||
Common stock purchase price, percentage | 85.00% | ||
Award offering period | 6 months | ||
2005 Stock Plan and 2012 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options granted to new employees vest, percentage per annum | 25.00% | ||
Requisite service period to vest employment continuation period | 3 years | ||
Options granted, exercisable period | 10 years |
Equity Awards - Summary of Stoc
Equity Awards - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | |||
Number of shares, outstanding, beginning balance (in shares) | 1,154,000 | 1,811,000 | |
Number of shares granted (in shares) | 0 | 161,000 | 0 |
Number of shares, exercised (in shares) | (621,000) | (640,000) | |
Number of shares, canceled (in shares) | (11,000) | (178,000) | |
Number of shares, outstanding, ending balance (in shares) | 522,000 | 1,154,000 | 1,811,000 |
Number of shares, vested and expected to vest (in shares) | 503,000 | ||
Number of shares, vested and exercisable (in shares) | 391,000 | ||
Weighted- Average Exercise Price Per Share | |||
Weighted-average exercise price, outstanding, beginning balance (in USD per share) | $ 77.70 | $ 46.55 | |
Weighted-average exercise price, granted (in USD per share) | 266.31 | ||
Weighted-average exercise price, exercised (in USD per share) | 52.98 | 34.61 | |
Weighted-average exercise price, canceled (in USD per share) | 75.77 | 86.02 | |
Weighted-average exercise price, outstanding, ending balance (in USD per share) | 107.14 | $ 77.70 | $ 46.55 |
Weighted-average exercise price, vested and expected to vest (in USD per share) | 100.95 | ||
Weighted-average exercise price, vested and exercisable (in USD per share) | $ 55.98 | ||
Weighted-average remaining contractual life (in years) | 4 years 6 months | ||
Weighted-average remaining contractual term, vested and expected to vest (in years) | 4 years 4 months 24 days | ||
Weighted-average remaining contractual term, vested and exercisable (in years) | 3 years 1 month 6 days | ||
Total intrinsic value of options exercised | $ 199,094 | $ 138,389 | $ 204,000 |
Aggregate intrinsic value, outstanding | 231,456 | ||
Aggregate intrinsic value, vested and expected to vest | 225,866 | ||
Aggregate intrinsic value, vested and exercisable | $ 193,374 |
Equity Awards - Restricted Stoc
Equity Awards - Restricted Stock Unit Table (Details) - Restricted stock units - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Number of Shares | |||
Number of shares outstanding, beginning balance (in shares) | 8,733,000 | 10,202,000 | |
Number of shares, granted (in shares) | 3,643,000 | 5,338,000 | |
Number of shares, vested (in shares) | (4,250,000) | (5,487,000) | |
Number of shares, forfeited (in shares) | (764,000) | (1,320,000) | |
Number of shares outstanding, ending balance (in shares) | 7,362,000 | 8,733,000 | 10,202,000 |
Expected to vest as of December 31, 2020 (in shares) | 6,408,000 | ||
Weighted-Average Grant Date Fair Value | |||
Weighted-average grant date fair value, outstanding, beginning balance (in USD per share) | $ 185.39 | $ 121.84 | |
Weighted-average grant date fair value, granted (in USD per share) | 367.52 | 240.32 | |
Weighted-average grant date fair value, vested (in USD per share) | 181.85 | 126.85 | |
Weighted-average grant date fair value, repurchased (in USD per share) | 221.84 | 145.34 | |
Weighted-average grant date fair value, outstanding, ending balance (in USD per share) | $ 274.23 | $ 185.39 | $ 121.84 |
Aggregate intrinsic value, vested | $ 1,759,996 | $ 1,369,918 | $ 932,000,000 |
Aggregate intrinsic value, outstanding | 4,052,092 | ||
Aggregated intrinsic value, expected to vest | $ 3,526,957 |
Stock-based Compensation (Detai
Stock-based Compensation (Detail) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Dividend yield (in percent) | 0.00% | ||
ESPP obligations | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 30.00% | 30.00% | 26.00% |
Expected volatility, maximum | 60.00% | 49.00% | 31.00% |
Expected term (in years) | 6 months | 6 months | 6 months |
Risk-free interest rate. minimum | 0.11% | 2.04% | 1.15% |
Risk-free interest rate, maximum | 2.04% | 2.46% | 2.22% |
Dividend yield (in percent) | 0.00% | 0.00% | 0.00% |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Calculation of Basic and Diluted Net Loss Per Share Attributable to Common Stockholders (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | |||
Net income (loss) | $ 118,503 | $ 626,698 | $ (26,704) |
Denominator: | |||
Weighted-average shares outstanding - basic (in shares) | 193,096 | 186,466 | 177,846 |
Weighted-average shares outstanding - diluted (in shares) | 202,478 | 197,223 | 177,846 |
Net income (loss) per share - basic (in USD per share) | $ 0.61 | $ 3.36 | $ (0.15) |
Net income (loss) per share - diluted (in USD per share) | $ 0.59 | $ 3.18 | $ (0.15) |
Common stock options | |||
Denominator: | |||
Potentially dilutive securities (in shares) | 547 | 1,109 | 0 |
Restricted stock units | |||
Denominator: | |||
Potentially dilutive securities (in shares) | 4,421 | 4,897 | 0 |
2022 Notes | 2022 Notes | |||
Denominator: | |||
Notes (in shares) | 842 | 2,737 | 0 |
Notes settlements (in shares) | 1,931 | 0 | 0 |
2018 Warrants | Warrants | |||
Denominator: | |||
Warrants (in shares) | 0 | 842 | 0 |
2022 Warrants | Warrants | |||
Denominator: | |||
Warrants (in shares) | 920 | 1,172 | 0 |
Partial settlement of warrants (in shares) | 721 | 0 | 0 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Summary of Potentially Dilutive Securities (Detail) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities (in shares) | 571 | 847 | 31,728 |
Common stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities (in shares) | 0 | 161 | 1,811 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities (in shares) | 347 | 413 | 10,202 |
ESPP obligations | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities (in shares) | 224 | 273 | 318 |
2022 Notes | Convertible senior notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities (in shares) | 0 | 0 | 5,807 |
2018 Warrants | Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities (in shares) | 0 | 0 | 7,783 |
2022 Warrants | Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total potentially dilutive securities (in shares) | 0 | 0 | 5,807 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss From Continuing Operations Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
United States | $ 11,940 | $ (48,558) | $ (153,290) |
Foreign | 137,245 | 115,743 | 114,266 |
Income (loss) before income taxes | $ 149,185 | $ 67,185 | $ (39,024) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current provision: | |||
Federal | $ 0 | $ 391 | $ (336) |
State | 285 | 204 | 163 |
Foreign | 53,055 | 15,657 | 22,204 |
Total current provision | 53,340 | 16,252 | 22,031 |
Deferred provision: | |||
Federal | (5,241) | (3,481) | (2,026) |
State | (1,160) | (882) | (377) |
Foreign | (16,257) | (571,402) | (31,948) |
Total deferred provision | (22,658) | (575,765) | (34,351) |
Provision for (benefit from) income taxes | $ 30,682 | $ (559,513) | $ (12,320) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Tax computed at U.S. federal statutory rate | $ 31,329 | $ 14,109 | $ (8,195) |
State taxes, net of federal benefit | 210 | 122 | 98 |
Tax rate differential for international subsidiaries | 1,342 | (5,005) | (41,429) |
Stock-based compensation | (157,237) | (108,023) | (93,073) |
Tax credits | (63,716) | (51,237) | (44,695) |
Foreign restructuring and amortization | 7,319 | 0 | (625,292) |
Non-deductible expenses | 3,601 | 3,112 | 1,757 |
Tax effects associated with Topic 606 | 0 | 0 | (23,073) |
Executive Compensation | 24,503 | 19,289 | 8,308 |
Valuation allowance | 183,331 | (431,880) | 813,274 |
Provision for (benefit from) income taxes | $ 30,682 | $ (559,513) | $ (12,320) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 882,256 | $ 740,141 |
Credit carryforwards | 235,572 | 171,856 |
Lease liability | 114,639 | 108,224 |
Depreciation and amortization | 635,904 | 577,599 |
Other | 102,926 | 91,149 |
Total deferred tax assets | 1,971,297 | 1,688,969 |
Less valuation allowance | (1,128,936) | (918,596) |
Deferred tax assets net | 842,361 | 770,373 |
Deferred tax liabilities: | ||
Right of use asset | (105,641) | (101,091) |
Other | (70,805) | (73,818) |
Net deferred tax assets | $ 665,915 | $ 595,464 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes [Line Items] | ||||
Operating loss carryforward | $ 3,400,000 | |||
Tax credit carryforwards | 235,572 | $ 171,856 | ||
Tax credit carryforwards | 2,000,000 | |||
Income tax benefit | 16,257 | 571,402 | $ 31,948 | |
Total unrecognized tax benefit | 80,325 | 36,789 | 27,591 | $ 27,648 |
Unrecognized tax benefits that would impact effective tax rate | 20,000 | |||
Unrecognized tax benefits, income tax interest and penalties accrued | 2,000 | 1,000 | ||
Federal | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforwards | 184,000 | |||
State | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforwards | 133,000 | |||
Foreign Tax Authority | ||||
Income Taxes [Line Items] | ||||
Valuation allowance (decrease) increase | $ 210,000 | (424,000) | 760,000 | |
Increase in deferred tax assets related to foreign restructuring | $ 590,000 | |||
Revenue Commissioners, Ireland | Foreign Tax Authority | ||||
Income Taxes [Line Items] | ||||
Income tax benefit | $ 574,000 |
Income Taxes - Reconciliation_3
Income Taxes - Reconciliation of Beginning and Ending Balance of Total Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of beginning and ending balance of total unrecognized tax benefits | |||
Balance, beginning period | $ 36,789 | $ 27,591 | $ 27,648 |
Gross increases - tax positions in prior year | 5,775 | 1,516 | 3,721 |
Gross decreases - tax positions in prior period | (1,051) | 0 | (2,896) |
Gross increases - tax positions in current period | 38,812 | 7,682 | 5,796 |
Lapse of statute of limitations | 0 | 0 | (1,078) |
Settlements | 0 | 0 | (5,600) |
Balance, end of period | $ 80,325 | $ 36,789 | $ 27,591 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Aug. 31, 2020 | Jun. 30, 2017 | |
Operating Leased Assets [Line Items] | ||||
Operating lease costs | $ 83,000,000 | $ 64,000,000 | ||
Operating lease liabilities, payments | 59,000,000 | 44,000,000 | ||
Right-of-use assets obtained in exchange for operating lease liabilities | $ 112,000,000 | 115,000,000 | ||
Weighted-average remaining lease term | 8 years 6 months | |||
Weighted-average discount rate | 3.50% | |||
Undiscounted cash flows | $ 342,000,000 | |||
Unrecognized tax benefits | 20,000,000 | |||
Letters of credit | 21,000,000 | |||
2022 Notes | ||||
Operating Leased Assets [Line Items] | ||||
Principal | 169,224,000 | $ 782,491,000 | $ 782,500,000 | |
2030 Notes | ||||
Operating Leased Assets [Line Items] | ||||
Principal | $ 1,500,000,000 | $ 1,500,000,000 | ||
Minimum | ||||
Operating Leased Assets [Line Items] | ||||
Operating lease terms | 4 years | |||
Maximum | ||||
Operating Leased Assets [Line Items] | ||||
Operating lease terms | 14 years |
Commitments and Contingencies_2
Commitments and Contingencies - Annual Future Minimum Payments Under Operating Leases / Facility Exit Obligation (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 87,832 |
2022 | 86,128 |
2023 | 79,906 |
2024 | 62,211 |
2025 | 53,818 |
Thereafter | 213,012 |
Total operating lease payments | 582,907 |
Less: imputed interest | (87,892) |
Present value of operating lease liabilities | 495,015 |
Purchase Obligations | |
2021 | 119,990 |
2022 | 91,156 |
2023 | 31,145 |
2024 | 23,444 |
2025 | 13,494 |
Thereafter | 4,001 |
Total | 283,230 |
Potential cancellation penalty | $ 36,000 |
Information about Geographic _3
Information about Geographic Areas and Products - Revenues by Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Total revenues | $ 4,519,484 | $ 3,460,437 | $ 2,608,816 |
North America | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 2,959,827 | 2,276,549 | 1,725,255 |
EMEA | |||
Segment Reporting Information [Line Items] | |||
Total revenues | 1,132,417 | 865,661 | 654,677 |
Asia Pacific and other | |||
Segment Reporting Information [Line Items] | |||
Total revenues | $ 427,240 | $ 318,227 | $ 228,884 |
Information about Geographic _4
Information about Geographic Areas and Products - Property and Equipment, Net by Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Property and equipment, net | $ 659,641 | $ 468,085 | |
Percentage of U.S. Revenues in North America | 94.00% | 94.00% | 94.00% |
Percentage of U.S. net property and equipment in North America | 78.00% | 73.00% | |
North America | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net | $ 394,215 | $ 269,754 | |
EMEA | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net | 172,136 | 118,399 | |
Asia Pacific and other | |||
Segment Reporting Information [Line Items] | |||
Property and equipment, net | $ 93,290 | $ 79,932 |
Information about Geographic _5
Information about Geographic Areas and Products - Subscription Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Subscription revenues | $ 4,519,484 | $ 3,460,437 | $ 2,608,816 |
Digital workflow products | |||
Segment Reporting Information [Line Items] | |||
Subscription revenues | 3,749,118 | 2,810,887 | 2,111,702 |
ITOM products | |||
Segment Reporting Information [Line Items] | |||
Subscription revenues | 536,679 | 444,192 | 309,611 |
Total subscription revenues | |||
Segment Reporting Information [Line Items] | |||
Subscription revenues | $ 4,285,797 | $ 3,255,079 | $ 2,421,313 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Jan. 08, 2021USD ($) |
Subsequent Event | Element AI Inc. | |
Subsequent Event [Line Items] | |
Payments to acquire businesses | $ 230 |
Uncategorized Items - now-20201
Label | Element | Value |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | $ 2,213,000 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | 2,334,000 |
Restricted Cash, Current | us-gaap_RestrictedCashCurrent | $ 2,636,000 |