Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 17, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Trading Symbol | TWTR | ||
Entity Registrant Name | TWITTER, INC. | ||
Entity Central Index Key | 1,418,091 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 726,894,203 | ||
Entity Public Float | $ 10,883,506,044 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 988,598 | $ 911,471 |
Short-term investments | 2,785,981 | 2,583,877 |
Accounts receivable, net of allowance for doubtful accounts of $7,216 and $8,121 as of December 31, 2016 and December 31, 2015, respectively | 650,650 | 638,694 |
Prepaid expenses and other current assets | 226,967 | 247,750 |
Total current assets | 4,652,196 | 4,381,792 |
Property and equipment, net | 783,901 | 735,299 |
Intangible assets, net | 95,334 | 141,015 |
Goodwill | 1,185,315 | 1,122,728 |
Other assets | 153,619 | 61,605 |
Total assets | 6,870,365 | 6,442,439 |
Current liabilities: | ||
Accounts payable | 122,236 | 134,081 |
Accrued and other current liabilities | 380,937 | 283,792 |
Capital leases, short-term | 80,848 | 88,166 |
Total current liabilities | 584,021 | 506,039 |
Convertible notes | 1,538,967 | 1,455,095 |
Capital leases, long-term | 66,837 | 59,695 |
Deferred and other long-term tax liabilities, net | 7,556 | 2,978 |
Other long-term liabilities | 68,049 | 50,585 |
Total liabilities | 2,265,430 | 2,074,392 |
Commitments and contingencies (Note 14) | ||
Stockholders' equity: | ||
Preferred stock, $0.000005 par value-- 200,000 shares authorized; none issued and outstanding | ||
Common stock, $0.000005 par value-- 5,000,000 shares authorized; 721,572 and 694,132 shares issued and outstanding as of December 31, 2016 and December 31, 2015, respectively | 4 | 3 |
Additional paid-in capital | 7,224,534 | 6,507,087 |
Accumulated other comprehensive loss | (69,253) | (45,566) |
Accumulated deficit | (2,550,350) | (2,093,477) |
Total stockholders' equity | 4,604,935 | 4,368,047 |
Total liabilities and stockholders' equity | $ 6,870,365 | $ 6,442,439 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 7,216 | $ 8,121 |
Preferred stock, par value | $ 0.000005 | $ 0.000005 |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.000005 | $ 0.000005 |
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued | 721,572,000 | 694,132,000 |
Common stock, shares outstanding | 721,572,000 | 694,132,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | |||
Revenue | $ 2,529,619 | $ 2,218,032 | $ 1,403,002 |
Costs and expenses | |||
Cost of revenue | 932,240 | 729,256 | 446,309 |
Research and development | 713,482 | 806,648 | 691,543 |
Sales and marketing | 957,829 | 871,491 | 614,110 |
General and administrative | 293,276 | 260,673 | 189,906 |
Total costs and expenses | 2,896,827 | 2,668,068 | 1,941,868 |
Loss from operations | (367,208) | (450,036) | (538,866) |
Interest expense | (99,968) | (98,178) | (35,918) |
Other income (expense), net | 26,342 | 14,909 | (3,567) |
Loss before income taxes | (440,834) | (533,305) | (578,351) |
Provision (benefit) for income taxes | 16,039 | (12,274) | (531) |
Net loss | $ (456,873) | $ (521,031) | $ (577,820) |
Net loss per share attributable to common stockholders: | |||
Basic | $ (0.65) | $ (0.79) | $ (0.96) |
Diluted | $ (0.65) | $ (0.79) | $ (0.96) |
Weighted-average shares used to compute net loss per share attributable to common stockholders: | |||
Basic | 702,135 | 662,424 | 604,990 |
Diluted | 702,135 | 662,424 | 604,990 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | $ (456,873) | $ (521,031) | $ (577,820) |
Other comprehensive income (loss): | |||
Change in unrealized gain (loss) on investments in available-for-sale securities, net of tax | 1,685 | (3,019) | (877) |
Change in foreign currency translation adjustment | (25,372) | (32,523) | (8,824) |
Net change in accumulated other comprehensive loss | (23,687) | (35,542) | (9,701) |
Comprehensive loss | $ (480,560) | $ (556,573) | $ (587,521) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance, beginning of period at Dec. 31, 2013 | $ 3 | $ 3,944,952 | $ (323) | $ (994,626) | |
Balance, beginning of period, shares at Dec. 31, 2013 | 569,922 | ||||
Issuance of common stock in connection with RSU vesting, shares | 42,748 | ||||
Issuance of common stock in connection with acquisitions | 147,958 | ||||
Issuance of common stock in connection with acquisitions, shares | 3,326 | ||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation, shares | 2,337 | ||||
Exercise of stock options | 28,881 | ||||
Exercise of stock options, shares | 22,447 | ||||
Issuance of common stock upon purchases under employee stock purchase plan | 42,402 | ||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 1,887 | ||||
Shares withheld related to net share settlement of equity awards | (17,053) | ||||
Shares withheld related to net share settlement of equity awards, shares | (307) | ||||
Stock-based compensation | 672,371 | ||||
Equity component of the convertible note issuance, net | 505,982 | ||||
Purchase of convertible note hedge | (407,169) | ||||
Issuance of warrants | 289,272 | ||||
Other activities | 1,274 | ||||
Other activities, shares | 25 | ||||
Other comprehensive income (loss) | $ (9,701) | (9,701) | |||
Net loss | (577,820) | (577,820) | |||
Balance, end of period at Dec. 31, 2014 | $ 3,626,403 | $ 3 | 5,208,870 | (10,024) | (1,572,446) |
Balance, end of period, shares at Dec. 31, 2014 | 642,385 | 642,385 | |||
Issuance of common stock in connection with RSU vesting, shares | 24,002 | ||||
Issuance of common stock in connection with acquisitions | 516,538 | ||||
Issuance of common stock in connection with acquisitions, shares | 13,613 | ||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation, shares | 2,533 | ||||
Exercise of stock options | 17,914 | ||||
Exercise of stock options, shares | 10,992 | ||||
Issuance of common stock upon purchases under employee stock purchase plan | 39,295 | ||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 1,500 | 1,525 | |||
Shares withheld related to net share settlement of equity awards | (11,101) | ||||
Shares withheld related to net share settlement of equity awards, shares | (281) | ||||
Stock-based compensation | 729,193 | ||||
Other activities | 6,378 | ||||
Other activities, shares | (637) | ||||
Other comprehensive income (loss) | $ (35,542) | (35,542) | |||
Net loss | (521,031) | (521,031) | |||
Balance, end of period at Dec. 31, 2015 | $ 4,368,047 | $ 3 | 6,507,087 | (45,566) | (2,093,477) |
Balance, end of period, shares at Dec. 31, 2015 | 694,132 | 694,132 | |||
Issuance of common stock in connection with RSU vesting | $ 1 | ||||
Issuance of common stock in connection with RSU vesting, shares | 26,909 | ||||
Issuance of common stock in connection with acquisitions | 735 | ||||
Issuance of common stock in connection with acquisitions, shares | 41 | ||||
Issuance of restricted stock in connection with acquisitions accounted for as stock-based compensation, shares | 3,364 | ||||
Exercise of stock options | 7,714 | ||||
Exercise of stock options, shares | 2,864 | 2,864 | |||
Issuance of common stock upon purchases under employee stock purchase plan | 24,431 | ||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 2,000 | 2,039 | |||
Shares withheld related to net share settlement of equity awards | (15,598) | ||||
Shares withheld related to net share settlement of equity awards, shares | (878) | ||||
Cancellation of shares contributed by the CEO | (6,814) | ||||
Stock-based compensation | 695,525 | ||||
Other activities | 4,640 | ||||
Other activities, shares | (85) | ||||
Other comprehensive income (loss) | $ (23,687) | (23,687) | |||
Net loss | (456,873) | (456,873) | |||
Balance, end of period at Dec. 31, 2016 | $ 4,604,935 | $ 4 | $ 7,224,534 | $ (69,253) | $ (2,550,350) |
Balance, end of period, shares at Dec. 31, 2016 | 721,572 | 721,572 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities | |||
Net loss | $ (456,873) | $ (521,031) | $ (577,820) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 402,172 | 312,823 | 208,165 |
Stock-based compensation expense | 615,233 | 682,118 | 631,597 |
Amortization of discount on convertible notes | 74,660 | 69,185 | 18,823 |
Changes in bad debt provision | 3,958 | 5,765 | 4,632 |
Deferred income tax | (4,775) | (28,125) | (9,609) |
Non-cash restructuring | 25,934 | (3,194) | |
Other adjustments | 20,150 | 1,438 | 7,983 |
Changes in assets and liabilities, net of assets acquired and liabilities assumed from acquisitions: | |||
Accounts receivable | (22,969) | (216,585) | (177,583) |
Prepaid expenses and other assets | 7,101 | (50,170) | (165,395) |
Accounts payable | (7,112) | 76,355 | 18,059 |
Accrued and other liabilities | 105,576 | 54,487 | 122,944 |
Net cash provided by operating activities | 763,055 | 383,066 | 81,796 |
Cash flows from investing activities | |||
Purchases of property and equipment | (218,657) | (347,280) | (201,630) |
Purchases of marketable securities | (2,908,611) | (3,683,488) | (2,937,033) |
Proceeds from maturities of marketable securities | 2,518,631 | 2,821,745 | 2,029,518 |
Proceeds from sales of marketable securities | 183,154 | 383,413 | 188,092 |
Changes in restricted cash | (4,760) | (3,549) | (11,042) |
Purchases of investments in privately-held companies | (81,502) | (10,500) | |
Business combinations, net of cash acquired | (85,082) | (51,644) | (163,477) |
Other investing activities | (1,181) | (11,118) | (1,700) |
Net cash used in investing activities | (598,008) | (902,421) | (1,097,272) |
Cash flows from financing activities | |||
Proceeds from issuance of convertible notes | 1,889,000 | ||
Convertible notes initial issuance discount | (28,810) | ||
Purchases of convertible note hedges | (407,169) | ||
Proceeds from issuance of warrants | 289,272 | ||
Taxes paid related to net share settlement of equity awards | (15,598) | (11,101) | (17,053) |
Repayments of capital lease obligations | (100,558) | (117,535) | (103,135) |
Proceeds from exercise of stock options | 7,540 | 17,361 | 28,658 |
Proceeds from issuances of common stock under employee stock purchase plan | 24,431 | 39,295 | 42,402 |
Other financing activities | 210 | 8,982 | (1,443) |
Net cash provided by (used in) financing activities | (83,975) | (62,998) | 1,691,722 |
Net increase (decrease) in cash and cash equivalents | 81,072 | (582,353) | 676,246 |
Foreign exchange effect on cash and cash equivalents | (3,945) | (16,900) | (6,532) |
Cash and cash equivalents at beginning of period | 911,471 | 1,510,724 | 841,010 |
Cash and cash equivalents at end of period | 988,598 | 911,471 | 1,510,724 |
Supplemental cash flow data | |||
Interest paid in cash | 12,953 | 15,985 | 10,000 |
Taxes paid in cash | 14,532 | 8,229 | 14,895 |
Supplemental disclosures of non-cash investing and financing activities | |||
Common stock issued in connection with acquisitions | 1,341 | 516,538 | 147,958 |
Equipment purchases under capital leases | 100,281 | 31,215 | 140,685 |
Changes in accrued property and equipment purchases | $ 5,738 | $ 3,902 | $ 6,562 |
The Company
The Company | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
The Company | Note 1. The Company Twitter, Inc. (“Twitter” or the “Company”) was incorporated in Delaware in April 2007, and is headquartered in San Francisco, California. Twitter offers products and services for users, advertisers and data partners. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. Certain prior period amounts have been reclassified to conform to the current period presentation. Revenue Recognition The Company generates the substantial majority of its revenue from the sale of advertising services and, to a lesser extent, from entering into data licensing and other arrangements. The Company’s advertising services include three primary products: (i) Promoted Tweets, (ii) Promoted Accounts and (iii) Promoted Trends. Promoted Tweets and Promoted Accounts are pay-for-performance advertising products priced through an auction. Promoted Trends are featured by geography and offered on a fixed-fee-per-day basis. Advertisers are obligated to pay when a user engages with a Promoted Tweet or follows a Promoted Account or when a Promoted Trend is displayed. These products may be sold in combination as a multiple element arrangement or separately on a stand-alone basis. The Company also generates advertising revenue by selling to advertisers advertising products which it places on third party publishers’ websites, applications or other offerings. To fulfill these transactions, the Company purchases advertising inventory from third party publishers’ websites and applications where it has identified the advertisers’ targeted audience and therefore incurs traffic acquisition costs. In such transactions, the Company remains the primary obligor to its advertisers for the advertising services and products delivered, has pricing latitude, has discretion in the selection of third party publishers and bears credit risk. The Company might not generate advertising revenue in excess of traffic acquisition costs incurred. Therefore, the Company reports advertising revenue generated from these transactions on a gross basis. Fees for these advertising services are recognized in the period when advertising is delivered as evidenced by a user engaging with a Promoted Tweet in a manner satisfying the types of engagement selected by the advertisers, such as Tweet engagements (e.g., retweets, replies and likes), website clicks or conversions, mobile application installs or engagements, obtaining new followers, or video views, following a Promoted Account, through the display of a Promoted Trend on the Company’s platform, or completion of a transaction on an external website. Data licensing revenue is generated based on monthly service fees charged to the data partners over the period in which the Company’s data and data products are made available to them. Other revenue is primarily generated from service fees from transactions completed on the Company’s mobile ad exchange. The Company’s mobile ad exchange enables buyers and sellers to purchase and sell advertising inventory and matches buyers and sellers. The Company has determined it is not the principal in the purchase and sale of advertising inventory in transactions between third party buyers and sellers on the exchange. Therefore, the Company reports revenue related to its ad exchange services on a net basis. Revenue is recognized only when (1) persuasive evidence of an arrangement exists; (2) the price is fixed or determinable; (3) the service is performed; and (4) collectability of the related fee is reasonably assured. While the majority of the Company’s revenue transactions are based on standard business terms and conditions, the Company also enters into sales agreements with advertisers and data partners that sometimes involve multiple elements. For arrangements involving multiple deliverables, judgment is required to determine the appropriate accounting, including developing an estimate of the stand-alone selling price of each deliverable. When neither vendor-specific objective evidence nor third-party evidence of selling price exists, the Company uses its best estimate of selling price (BESP) to allocate the arrangement consideration on a relative selling price basis to each deliverable. The objective of BESP is to determine the selling price of each deliverable when it is sold to advertisers on a stand-alone basis. In determining BESPs, the Company takes into consideration various factors, including, but not limited to, prices the Company charges for similar offerings, sales volume, geographies, pricing strategies and market conditions. Multiple deliverable arrangements primarily consist of combinations of the Company’s pay-for-performance products, Promoted Tweets and Promoted Accounts, which are priced through an auction, and Promoted Trends, which are priced on a fixed-fee-per day per geography basis. For arrangements that include a combination of these products, the Company develops an estimate of the selling price for these products in order to allocate any potential discount to all advertising products in the arrangement. The estimate of selling price for pay-for-performance products is determined based on the winning bid price; the estimate of selling price for Promoted Trends is based on Promoted Trends sold on a stand-alone basis and/or separately priced in a bundled arrangement by reference to a list price by geography which is approved periodically. The Company believes the use of BESP results in revenue recognition in a manner consistent with the underlying economics of the transaction and allocates the arrangement consideration on a relative selling price basis to each deliverable. Cost of Revenue Cost of revenue includes infrastructure costs, other direct costs including content costs, amortization expense of technology acquired through acquisitions and capitalized labor costs, allocated facilities costs, as well as traffic acquisition costs (“TAC”). Infrastructure costs consist primarily of data center costs related to the Company’s co-located facilities, which include lease and hosting costs, related support and maintenance costs and energy and bandwidth costs, as well as depreciation of its servers and networking equipment, and personnel-related costs, including salaries, benefits and stock-based compensation, for its operations teams. TAC consists of costs incurred with third parties in connection with the sale to advertisers of advertising products that the Company places on third-party publishers’ websites, applications or other offerings collectively resulting from acquisitions and from the Company’s organically-built advertising network, Twitter Audience Platform. Stock-Based Compensation Expense The Company accounts for stock-based compensation expense under the fair value recognition and measurement provisions of GAAP. Stock-based awards granted to employees are measured based on the grant-date fair value. The Company recognizes the compensation expense only for those awards expected to meet the performance and service vesting condition on a straight-line basis over the requisite service period which is generally one year for performance vesting condition awards and four years for service vesting condition awards. The Company estimates the fair value of stock options granted and stock purchase rights provided under the Company’s employee stock purchase plan using the Black-Scholes option pricing model on the dates of grant. Calculating the fair value using the Black-Scholes model requires various judgmental assumptions including the expected term and stock price volatility. The Company estimates the expected term of stock options granted based on the simplified method. The Company estimates the expected volatility of its common stock on the dates of grant based on a combination of the Company’s historical stock price volatility and implied volatility in the Company’s traded options when such information is available. When the Company’s historical and implied volatility data are not available for the related awards’ expected term, an average of volatility rates including the historical volatility of a group of comparable, publicly-traded companies is used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yield is zero percent as the Company has not paid and does not anticipate paying dividends on its common stock. The compensation expense related to stock options and employee stock purchase rights is recognized on a straight-line basis over the requisite service period. The Company issues restricted stock subject to a lapsing right of repurchase to continuing employees of certain acquired companies. Since these issuances are subject to post-acquisition employment, the Company accounts for them as post-acquisition stock-based compensation expense. The grant-date fair value of restricted stock granted in connection with acquisitions is recognized as stock-based compensation expense on a straight-line basis over the requisite service period. Stock-based compensation expense is recorded net of estimated forfeitures. Through 2016, the Company estimated the forfeiture rate based on historical forfeitures of stock-based awards and adjusted the rate to reflect changes in facts and circumstances, if any. Acquisitions The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. Investments in Privately-Held Companies The Company makes strategic investments in privately-held companies and assesses the accounting for these investments under the equity or cost method. The Company also evaluates each investee to determine if the investee is a variable interest entity and, if so, whether the Company is the primary beneficiary of the variable interest entity. The Company periodically evaluates the carrying value of the investments in privately-held companies, when events and circumstances indicate that the carrying amount of the investment may not be recovered. The Company estimates the fair value of the investments to assess whether impairment losses shall be recorded using Level 3 inputs. These investments include the Company’s holdings in privately-held companies that are not exchange traded and therefore not supported with observable market prices; hence, the Company determines the fair value by reviewing equity valuation reports, current financial results and long-term plans of the private companies. Restructuring and Other Charges The Company records charges associated with management-approved restructuring plans to reduce headcount and for leases. Restructuring costs are recognized when the related liability is incurred and measured at fair value. The Company accrues a liability for employee terminations when all of the following conditions have been met: management, having the authority to approve the action, commits to a plan of termination; the plan identifies the number of employees to be terminated, their job classifications and their locations, and the expected completion date; the plan establishes the terms of the benefit arrangement in sufficient detail to enable employees to determine the type and amount of benefits they will receive if they are involuntarily terminated; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company accrues for costs to terminate an operating lease or other contract when it terminates the contract in accordance with the contract terms. A liability for costs that will continue to be incurred under a contract for the remaining term without economic benefits to the Company is recognized and measured when the entity meets the cease-use date. In recording liabilities for cease-use facilities, the Company makes various assumptions, including the time period over which the facilities are expected to be vacant, expected sublease terms and expected sublease rates. The estimates involve a number of risks and uncertainties, some of which are beyond the Company’s control, including future real estate market conditions and the Company’s ability to successfully enter into sublease agreements with terms as favorable as those assumed when arriving at the estimates. The Company regularly evaluates a number of factors to determine the appropriateness and reasonableness of the restructuring and lease loss accruals including the various assumptions noted above. If actual results differed significantly from its estimates, the Company may be required to adjust the restructuring and lease loss accruals in the future. Operating and Capital Leases The Company leases office space and data center facilities under operating leases. Certain lease agreements contain free or escalating rent payment provisions. The Company recognizes rent expense under such leases on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis in determining the lease term. The Company also has entered into server and networking equipment lease arrangements with original lease terms ranging from three to four years. The Company’s server and networking equipment leases typically are accounted for as capital leases as they meet one or more of the four capital lease classification criteria. Assets acquired under capital leases are amortized over their estimated useful life. As of December 31, 2016 and 2015, the Company had capital lease obligations included in short-term and long-term capital lease obligations in the consolidated balance sheets of $147.7 million and $147.9 million, respectively. In the years ended December 31, 2016, 2015 and 2014, the Company recorded approximately $5.5 million, $8.8 million and $10.2 million, respectively, of interest expense in relation to these capital lease arrangements. Cash, Cash Equivalents and Investments The Company invests its excess cash primarily in short-term fixed income securities, including government and investment-grade debt securities and money market funds. The Company classifies all liquid investments with stated maturities of three months or less from date of purchase as cash equivalents. The Company classifies all marketable securities for use in current operations, even if the security matures beyond 12 months, and presents them as short-term investments in the consolidated balance sheets. As of December 31, 2016 and 2015, the Company has recorded restricted cash balances of $9.4 million and $3.0 million, respectively, within prepaid expenses and other current assets and $29.6 million and $31.1 million, respectively, in other assets on the accompanying consolidated balance sheets based upon the term of the remaining restrictions. These restricted cash balances are primarily cash deposits to back letters of credit related to certain property leases. The Company determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable securities as available-for-sale. After considering the Company’s capital preservation objectives, as well as its liquidity requirements, the Company may sell securities prior to their stated maturities. The Company carries its available-for-sale securities at fair value, and reports the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for unrealized losses determined to be other-than-temporary which are recorded as other income (expense), net. The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method and records such gains and losses as a component of other income (expense), net. Interest earned on cash, cash equivalents, and marketable securities was $24.3 million, $9.1 million, and $1.9 million during the years ended December 31, 2016, 2015 and 2014, respectively. These balances are recorded in other income (expense), net in the accompanying consolidated statements of operations. The Company evaluates the investments periodically for possible other-than-temporary impairment. A decline in fair value below the amortized costs of debt securities is considered an other-than-temporary impairment if the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the entire amortized cost basis. In those instances, an impairment charge equal to the difference between the fair value and the amortized cost basis is recognized in earnings. Regardless of the Company’s intent or requirement to sell a debt security, impairment is considered other-than-temporary if the Company does not expect to recover the entire amortized cost basis. Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector and establishing a minimum allowable credit rating. To manage the risk exposure, the Company invests cash equivalents and short-term investments in a variety of fixed income securities, including government and investment-grade debt securities and money market funds. The Company places its cash primarily in checking and money market accounts with reputable financial institutions. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits, if any. The Company’s accounts receivable are typically unsecured and are derived from customers around the world in different industries. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Historically, such losses have been within management’s expectations. As of December 31, 2016 and 2015, no single customer accounted for more than 10% of the Company’s net accounts receivable balance. No single customer accounted for more than 10% of the Company’s revenue in the years ended December 31, 2016, 2015 and 2014. The Company’s note hedge transactions, entered into in connection with the Notes, as defined and further described in Note 4— Fair Value Measurements Accounts Receivable, Net The Company records accounts receivable at the invoiced amount. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivable amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, and the customer’s current financial condition. Property and Equipment, Net Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life. The estimated useful lives of property and equipment are described below: Property and Equipment Estimated Useful Life Computer hardware, networking and office equipment Three to five years Computer software One to four years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operating expenses. Capitalization of Interest Interest costs is capitalized for assets that are constructed for the Company’s own internal use, this includes internally developed software and property and equipment, for the period of time to get them ready for its intended use. During the years ended December 31, 2016 and 2015, the Company capitalized $4.3 million and $5.0 million of interest expense, respectively. Capitalized interest was not material in 2014. Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. If the carrying value of the reporting unit exceeds its fair value, the second step of the test is performed by comparing the carrying value of the goodwill in the reporting unit to its implied fair value. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. The Company conducted its annual goodwill impairment test during the fourth quarter of 2016 and determined that goodwill was not impaired. As such, no impairment charge was recorded in any of the periods presented in the accompanying consolidated financial statements. Intangible Assets Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives of up to eleven years. The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. There has been no impairment charges recorded in any of the periods presented in the accompanying consolidated financial statements. Fair Value Measurements The Company classifies and discloses assets and liabilities measured at fair value on a recurring basis, as well as fair value measurements of assets and liabilities measured on a nonrecurring basis in periods subsequent to initial measurement, in a three-tier fair value hierarchy as described below. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs that may be used to measure fair value are as follows: Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Internal Use Software and Website Development Costs The Company capitalizes certain costs incurred in developing software programs or websites for internal use. In the years ended December 31, 2016, 2015 and 2014, the Company capitalized costs totaling approximately $139.0 million, $92.8 million and $79.5 million, respectively. The estimated useful life of costs capitalized is evaluated for each specific project and is one to four years. In the years ended December 31, 2016, 2015 and 2014, the amortization of capitalized costs included in cost of revenue totaled approximately $74.6 million, $37.8 million and $15.2 million, respectively. Income Taxes The Company accounts for its income taxes using the asset and liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the bases used for financial reporting and income tax reporting purposes, as well as for operating loss and tax credit carryforwards. Deferred income taxes are provided based on the enacted tax rates expected to be in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more-likely-than-not that the Company will not realize those tax assets through future operations. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. De-recognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. Although the Company believes that it has adequately reserved for uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit, the lapsing of a statute, or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial position and results of operations. Foreign Currency The functional currency of the Company's foreign subsidiaries is generally the local currency. The financial statements of these subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for revenue and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Unrealized foreign exchange gains and losses due to re-measurement of monetary assets and liabilities denominated in non-functional currencies as well as realized foreign exchange gains and losses on foreign exchange transactions are recorded in other income (expense), net in the accompanying consolidated statements of operations. Advertising Costs Advertising costs are expensed when incurred and are included in sales and marketing expense in the accompanying consolidated statements of operations. Advertising expense totaled $114.3 million, $119.7 million and $46.6 million for the years ended December 31, 2016, 2015 and 2014 respectively. Comprehensive Loss Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that are recorded as an element of stockholders’ equity and are excluded from net loss. The Company’s other comprehensive income (loss) is comprised of unrealized gains or losses on available-for-sale securities, net of tax, and foreign currency translation adjustments. Recent Accounting Pronouncements Recently adopted accounting pronouncement In June 2014, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard update on stock-based compensation when the terms of an award provide that a performance target could be achieved after the requisite service period. The new guidance requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The Company adopted this guidance prospectively during the year ended December 31, 2016, and the adoption had no impact to the Company’s financial statements. In February 2015, the FASB issued a new accounting standard update on consolidation analysis. The new guidance amends the current consolidation guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance became effective for reporting periods beginning after December 15, 2015. The Company adopted this guidance retrospectively during the year ended December 31, 2016, and the adoption had no impact on the Company’s financial statements. In April 2015, the FASB issued a new accounting standard update on the presentation of debt issuance costs. The new guidance requires the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The Company adopted this guidance retrospectively during the year ended December 31, 2016 and the adoption had an immaterial impact on the Company’s financial statements. In September 2015, the FASB issued a new accounting standard update on simplifying the accounting for measurement-period adjustments in business combinations. The new guidance requires that the adjustments to provisional amounts that are identified during the measurement period be recognized in the reporting period when the adjustments are determined. In addition, the effect on earnings of changes as a result of the change to the provisional amounts is required to be recorded in the same period’s financial statements. The Company adopted this guidance prospectively on January 1, 2016, and the adoption had no impact on the Company’s financial statements. Recently issued accounting pronouncements not yet adopted In May 2014, the FASB issued a new accounting standard update on revenue recognition from contracts with customers. The new guidance will replace all current GAAP guidance on this topic and eliminate industry-specific guidance. According to the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. The guidance will be effec |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-term Investments | 12 Months Ended |
Dec. 31, 2016 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Short-term Investments | Note 3. Cash, Cash Equivalents and Short-term Investments Cash, cash equivalents and short-term investments consist of the following (in thousands): December 31, December 31, 2016 2015 Cash and cash equivalents: Cash $ 253,808 $ 300,363 Money market funds 422,515 141,700 U.S. government and agency securities including treasury bills 12,639 — Corporate notes, commercial paper and certificates of deposit 299,636 469,408 Total cash and cash equivalents $ 988,598 $ 911,471 Short-term investments: U.S. government and agency securities including treasury bills $ 1,183,768 $ 1,156,418 Corporate notes, commercial paper and certificates of deposit 1,602,213 1,427,459 Total short-term investments $ 2,785,981 $ 2,583,877 The following tables summarize unrealized gains and losses related to available-for-sale securities classified as short-term investments on the Company’s consolidated balance sheets as of December 31, 2016 and 2015 (in thousands): December 31, 2016 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 1,185,274 $ 136 $ (1,642 ) $ 1,183,768 Corporate notes, commercial paper and certificates of deposit 1,603,048 114 (949 ) 1,602,213 Total available-for-sale securities classified as short-term investments $ 2,788,322 $ 250 $ (2,591 ) $ 2,785,981 December 31, 2015 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 1,158,479 $ 6 $ (2,067 ) $ 1,156,418 Corporate notes, certificates of deposit and commercial paper 1,429,374 21 (1,936 ) 1,427,459 Total available-for-sale securities classified as short-term investments $ 2,587,853 $ 27 $ (4,003 ) $ 2,583,877 The available-for-sale securities classified as cash and cash equivalents on the consolidated balance sheets are not included in the tables above as the gross unrealized gains and losses were immaterial for each period and their carrying value approximates fair value because of the short maturity period of these instruments. The contractual maturities of securities classified as available-for-sale as of December 31, 2016 were as follows (in thousands): December 31, 2016 Due within one year $ 1,990,083 Due after one year through two years 795,898 Total $ 2,785,981 The gross unrealized loss on securities in a continuous loss position for 12 months or longer was not material as of December 31, 2016 and there were no securities in a continuous loss position for 12 months or longer as of December 31, 2015. Investments are reviewed periodically to identify possible other-than-temporary impairments. No impairment loss has been recorded on the securities included in the tables above as the Company believes that the decrease in fair value of these securities is temporary and expects to recover at least up to the initial cost of investment for these securities. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4. Fair Value Measurements The Company measures its cash equivalents, short-term investments and derivative financial instruments at fair value. The Company classifies its cash equivalents, short-term investments and derivative financial instruments within Level 1 or Level 2 because the Company values these investments using quoted market prices or alternative pricing sources and models utilizing market observable inputs. The fair value of the Company’s Level 1 financial assets is based on quoted market prices of the identical underlying security. The fair value of the Company’s Level 2 financial assets is based on inputs that are directly or indirectly observable in the market, including the readily-available pricing sources for the identical underlying security that may not be actively traded. The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 based on the three-tier fair value hierarchy (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 422,515 $ — $ — $ 422,515 Treasury bills 12,639 — — 12,639 Corporate notes — 7,387 — 7,387 Commercial paper — 292,249 — 292,249 Short-term investments: U.S. government securities — 657,502 — 657,502 Agency securities — 526,266 — 526,266 Corporate notes — 689,986 — 689,986 Commercial paper — 311,238 — 311,238 Certificates of deposit — 600,989 — 600,989 Other current assets: Foreign currency contracts — 1,955 — 1,955 Total $ 435,154 $ 3,087,572 $ — $ 3,522,726 Liabilities Other current liabilities: Foreign currency contracts — 500 — 500 Total $ — $ 500 $ — $ 500 December 31, 2015 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 141,700 $ — $ — $ 141,700 Commercial paper — 419,110 — 419,110 Certificates of deposit — 50,298 — 50,298 Short-term investments: Treasury bills 29,953 — — 29,953 U.S. government securities — 537,168 — 537,168 Agency securities — 589,297 — 589,297 Corporate notes — 693,593 — 693,593 Commercial paper — 229,965 — 229,965 Certificates of deposit — 503,901 — 503,901 Other current assets: Foreign currency contracts — 6,804 — 6,804 Total $ 171,653 $ 3,030,136 $ — $ 3,201,789 Liabilities Other current liabilities: Foreign currency contracts — 3,005 — 3,005 Total $ — $ 3,005 $ — $ 3,005 In 2014, the Company issued $935.0 million principal amount of 0.25% convertible senior notes due in 2019 (the “2019 Notes”) and $954.0 million principal amount of 1.00% convertible senior notes due in 2021 (the “2021 Notes” and together with the 2019 Notes, the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. Refer to Note 9 – Convertible Senior Notes for further details on the Notes. The estimated fair value of the 2019 Notes and 2021 Notes based on a market approach as of December 31, 2016 was approximately $879.0 million and $880.4 million respectively, which represents a Level 2 valuation. The estimated fair value was determined based on the estimated or actual bids and offers of the Notes in an over-the-counter market on the last business day of the period. Derivative Financial Instruments The Company enters into foreign currency forward contracts with financial institutions to reduce the risk that its earnings may be adversely affected by the impact of exchange rate fluctuations on monetary assets or liabilities denominated in currencies other than the functional currency of a subsidiary. These contracts do not subject the Company to material balance sheet risk due to exchange rate movements because gains and losses on these derivatives are intended to offset gains and losses on the hedged foreign currency denominated assets and liabilities. These foreign currency forward contracts are not designated as hedging instruments. The Company recognizes these derivative instruments as either assets or liabilities in the consolidated balance sheets at fair value based on a Level 2 valuation. The Company records changes in the fair value (i.e., gains or losses) of the derivatives as other income (expense), net in the consolidated statements of operations. The notional principal of foreign currency contracts outstanding was equivalent to $536.9 million and $522.4 million at December 31, 2016 and 2015, respectively. The fair values of outstanding derivative instruments for the periods presented on a gross basis are as follows (in thousands): December 31, December 31, Balance Sheet Location 2016 2015 Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 1,955 6,804 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities 500 3,005 Total fair value of derivative instruments $ 1,455 $ 3,799 The Company recognized $1.6 million and $0.4 million net gains on the foreign currency contracts in the year ended December 31, 2016 and 2015, respectively. The Company did not have any derivative financial instruments in the year ended December 31, 2014. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 5. Property and Equipment, Net The following table presents the detail of property and equipment, net for the periods presented (in thousands): December 31, December 31, 2016 2015 Property and equipment, net Equipment $ 909,797 $ 720,421 Furniture and leasehold improvements 304,613 297,274 Capitalized software 353,163 211,241 Construction in progress 74,255 85,073 Total 1,641,828 1,314,009 Less: Accumulated depreciation and amortization (857,927 ) (578,710 ) Property and equipment, net $ 783,901 $ 735,299 The gross carrying amount of property and equipment includes $361.1 million and $370.3 million of server and networking equipment acquired under capital leases as of December 31, 2016 and 2015, respectively. The accumulated depreciation of the equipment under capital leases totaled $207.0 million and $226.9 million as of December 31, 2016 and 2015, respectively. Depreciation expense totaled $332.8 million, $257.2 million and $171.6 million for the years ended December 31, 2016, 2015 and 2014, respectively. Included in these amounts were depreciation expense for server and networking equipment acquired under capital leases in the amount of $100.8 million, $118.7 million and $108.7 million for the years ended December 31, 2016, 2015 and 2014, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 6. Goodwill and Intangible Assets The following table presents the goodwill activities for the periods presented (in thousands): Goodwill Balance as of December 31, 2014 $ 622,570 TellApart acquisition 394,989 Other acquisitions 106,198 Foreign currency translation adjustment (1,029 ) Balance as of December 31, 2015 $ 1,122,728 Acquisitions 74,186 Foreign currency translation adjustment (11,599 ) Balance as of December 31, 2016 $ 1,185,315 For each of the periods presented, gross goodwill balance equaled the net balance since no impairment charges have been recorded. Refer to Note 8— Acquisitions The following table presents the detail of intangible assets for the periods presented (in thousands): Gross Carrying Accumulated Net Carrying Value Amortization Value December 31, 2016: Patents and developed technologies $ 122,611 $ (47,160 ) $ 75,451 Publisher and advertiser relationships 53,100 (33,217 ) 19,883 Total $ 175,711 $ (80,377 ) $ 95,334 December 31, 2015: Patents and developed technologies $ 132,444 $ (43,991 ) $ 88,453 Publisher and advertiser relationships 75,300 (23,803 ) 51,497 Assembled workforce 1,960 (1,714 ) 246 Other intangible assets 2,100 (1,281 ) 819 Total $ 211,804 $ (70,789 ) $ 141,015 Patents and developed technologies are amortized over a period of up to eleven years from the respective purchase dates. Publisher and advertiser relationships are amortized over a period ranging from two to five years, and assembled workforce and other intangible assets are amortized over a period of one to four years. Amortization expense associated with intangible assets for the years ended December 31, 2016, 2015 and 2014 was $69.3 million, $54.7 million and $36.6 million, respectively. During the year ended December 31, 2016, $59.5 million in gross carrying value and accumulated amortization related to fully amortized intangible assets was eliminated. Estimated future amortization expense as of December 31, 2016 is as follows (in thousands): Years ending December 31, 2017 $ 43,810 2018 18,855 2019 8,796 2020 6,523 2021 6,126 Thereafter 11,224 Total $ 95,334 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Accrued and Other Current Liabilities | Note 7. Accrued and other current liabilities The following table presents the detail of accrued and other current liabilities for the periods presented (in thousands): December 31, December 31, 2016 2015 Accrued compensation $ 82,354 $ 90,906 Accrued restructuring 55,942 396 Accrued publisher, content and ad network costs 44,362 23,486 Deferred revenue 33,659 23,674 Accrued tax liabilities 29,558 25,880 Accrued sales and marketing expenses 22,431 27,948 Accrued other 112,631 91,502 Total $ 380,937 $ 283,792 |
Acquisitions and Other Investme
Acquisitions and Other Investments | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition And Other Investments | Note 8. Acquisitions and Other Investments 2016 Acquisitions During the year ended December 31, 2016, the Company acquired several companies, each of which was accounted for as a business combination. The total purchase price of $91.4 million (paid in shares of the Company’s common stock having a total fair value of $1.3 million and cash of $90.1 million) for these acquisitions was allocated as follows: $14.4 million to developed technologies, $5.0 million to cash acquired, $0.2 million to net tangible assets acquired based on their estimated fair value on the acquisition date, $2.4 million to deferred tax liability, and the excess $74.2 million of the purchase price over the fair value of net assets acquired to goodwill. The goodwill from the acquisitions are mainly attributable to assembled workforce, expected synergies and other benefits. Tax deductible goodwill resulting from certain of these acquisitions was $63.8 million. The remaining goodwill is not tax deductible for U.S. income tax purposes. Developed technologies will be amortized on a straight-line basis over their estimated useful lives of up to 24 months. The results of operations for each of these acquisitions have been included in the Company’s consolidated statements of operations since the date of acquisition. Actual and pro forma revenue and results of operations for these acquisitions have not been presented because they do not have a material impact on the consolidated revenue and results of operations, either individually or in the aggregate. 2015 Acquisitions In May 2015, the Company completed its acquisition of TellApart, Inc. (“TellApart”), a privately held marketing technology company with unique retargeting capabilities headquartered in Burlingame, California. The acquisition was expected to bring the power of retargeting to the Company to help advertisers reach their users. Under the terms of the acquisition, the Company agreed to pay $22.6 million in cash and issue approximately 12.2 million shares of its common stock in consideration for all of the issued and outstanding shares of capital stock of TellApart. In addition, the Company agreed to issue an aggregate of 1.2 million shares of the Company’s common stock and 1.3 million stock options as a result of assumed TellApart equity awards held by individuals, who will continue to provide services to the Company. The fair value of the total consideration of $479.1 million (paid in shares of the Company’s common stock having a total fair value of $456.5 million and cash of $22.6 million) for the acquisition of TellApart was allocated to the acquired tangible and intangible assets and assumed liabilities based on their estimated fair values at closing as follows: $21.4 million to developed technology, $43.3 million to advertiser relationships, $2.1 million to trade name, $29.6 million to cash acquired, $19.7 million to account receivables acquired, $2.2 million to other tangible assets acquired, $11.8 million to liabilities assumed, $22.4 million to deferred tax liability recorded, and the excess $395.0 million of the purchase price over the fair value of net assets acquired was recorded as goodwill. This goodwill is primarily attributable to the expected synergies from potential monetization opportunities and from integrating the retargeting technologies into the Company’s mobile platforms, and the value of acquired talent. Goodwill is not deductible for U.S. income tax purposes. Developed technology, advertiser relationships and trade names were amortized over their estimated useful lives of 12 to 72 months. The discounted cash flow method, which calculates the fair value of an asset based on the value of cash flows that the asset is expected to generate in the future, was used to estimate the fair value of the amortizable intangible assets acquired. During the year ended December 31, 2015, the Company acquired other companies, which were accounted for as business combinations. The total purchase price of $118.9 million (paid in shares of the Company’s common stock having a total fair value of $60.1 million and cash of $58.8 million) for these acquisitions was allocated as follows: $12.9 million to developed technologies, $3.2 million to net tangible assets acquired based on their estimated fair value on the acquisition date, $3.4 million to deferred tax liability, and the excess $106.2 million of the purchase price over the fair value of net assets acquired to goodwill. Tax deductible goodwill resulting from certain of these acquisitions was $4.1 million. The remaining goodwill is not tax deductible for U.S. income tax purposes. Developed technologies will be amortized on a straight-line basis over their estimated useful lives of 12 to 60 months. In connection with all of the acquisitions completed during the year ended December 31, 2015, the Company also agreed to pay cash and issue shares of its common stock with a total fair value up to $102.9 million, which is to be paid to certain employees of the acquired entities contingent upon their continued employment with the Company. The Company will recognize compensation expense related to the equity consideration over the requisite service periods of up to 48 months from the respective acquisition dates on a straight-line basis. In addition, the Company will recognize approximately $37.2 million of stock-based compensation expense in relation to assumed stock options over the remaining requisite service periods of up to 45 months from the respective acquisition dates on a straight-line basis, excluding the fair value of the assumed stock options that was allocated and recorded as part of the purchase price for the portion of the service period completed prior to the closing of the applicable acquisition. The results of operations for each of these acquisitions have been included in the Company’s consolidated statements of operations since the date of acquisition. Actual and pro forma revenue and results of operations for these acquisitions have not been presented because they do not have a material impact to the consolidated revenue and results of operations, either individually or in aggregate. 2014 Acquisitions In May 2014, the Company completed its acquisition of privately held Gnip, Inc. (“Gnip”), a leading provider of social data and analytics headquartered in Boulder, Colorado. The acquisition was made to allow the Company to further enhance its data analytics capabilities. During the year ended December 31, 2014, the Company acquired other companies, which were accounted for as business combinations. The total purchase price of $188.1 million (paid in shares of the Company’s common stock having a total fair value of $121.2 million and cash of $66.9 million) for these acquisitions was preliminarily allocated as follows: $28.1 million to developed technologies, $1.6 million to customer relationships, $6.5 million to net tangible assets acquired based on their estimated fair value on the acquisition date, $3.2 million to deferred tax liability, and the excess $155.1 million of the purchase price over the fair value of net assets acquired to goodwill. Tax deductible goodwill resulting from certain of these acquisitions was $21.9 million as of December 31, 2014, the remaining amounts are not tax deductible for U.S. income tax purposes. Developed technologies and customer relationships will be amortized on a straight-line basis over their estimated useful lives of 12 to 48 months. In connection with all of the acquisitions completed during the year ended December 31, 2014, the Company also agreed to pay cash and shares of the Company’s common stock with a total fair value up to $97.7 million, which is to be paid to certain employees of the acquired entities contingent upon their continued employment with the Company. In addition, the fair value of assumed stock options determined to be part of post-acquisition stock-based compensation amounted to approximately $16.9 million. The Company recognizes compensation expense in relation to these cash and equity consideration and assumed stock options over the remaining requisite service periods of up to 48 months from the respective acquisition dates on a straight-line basis. The results of operations for each of these acquisitions have been included in the Company’s consolidated statements of operations since the date of acquisition. Actual and pro forma revenue and results of operations for these acquisitions have not been presented because they do not have a material impact to the consolidated revenue and results of operations, either individually or in aggregate. Investments in Privately-Held Companies The Company has determined, as of December 31, 2016, there were no variable interest entities required to be consolidated in the Company’s Consolidated Financial Statements. The Company’s investments in privately-held companies are primarily accounted for using the cost method which had a carrying value of $90.2 million and $14.2 million as of December 31, 2016 and 2015, respectively. The maximum loss the Company can incur for its investments is their carrying value. These investments in privately-held companies are included within Other Assets on the consolidated balance sheets. |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Note 9. Convertible Notes In September 2014, the Company issued $900.0 million principal amount of 2019 Notes and $900.0 million principal amount of 2021 Notes in a private placement to qualified institutional buyers pursuant to Rule144A under the Securities Act of 1933, as amended. In October 2014, pursuant to the exercise of the overallotment option by the initial purchasers, the Company issued an additional $35.0 million principal amount of 2019 Notes and $54.0 million principal amount of 2021 Notes. The total net proceeds from this offering were approximately $1.86 billion, after deducting $28.3 million of initial purchasers’ discount and $0.5 million debt issuance costs in connection with the 2019 Notes and the 2021 Notes. The Each $1,000 of principal of these Notes will initially be convertible into 12.8793 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $77.64 per share, subject to adjustment upon the occurrence of specified events. Holders of these notes may convert their notes at their option at any time until close of business on the second scheduled trading day immediately preceding the relevant maturity date which is March 15, 2019 for the 2019 Notes and March 15, 2021 for the 2021 Notes. Further, holders of each of these notes may convert their notes at their option prior to the respective dates above, only under the following circumstances: 1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2014 (and only during such calendar quarters), if the last reported sale price of Twitter’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the relevant series of notes on each applicable trading day; 2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price (as defined in the related Indenture) per $1,000 principal amount of 2019 notes or 2021 notes, as applicable, for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Twitter’s common stock and the conversion rate for the notes of the relevant series on each such trading day; or 3) upon the occurrence of certain specified Upon conversion of the 2019 Notes and 2021 Notes, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. If the Company satisfies its conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of its common stock, the amount of cash and shares of common stock, if any, due upon conversion will be based on a daily conversion value (as described herein) calculated on a proportionate basis for each trading day in a 30 trading day observation period. If a fundamental change (as defined in the relevant indenture governing the applicable series of Notes) occurs prior to the maturity date, holders of the 2019 Notes and 2021 Notes may require the Company to repurchase all or a portion of their notes for cash at a repurchase price equal to 100% of the principal amount of the notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. In addition, if specific corporate events occur prior to the applicable maturity date, the Company will be required to increase the conversion rate for holders who elect to convert their notes in certain circumstances. In accordance with accounting guidance on embedded conversion features, the Company valued and bifurcated the conversion option associated with the 2019 Notes and 2021 Notes from the respective host debt instrument, which is referred to as debt discount, and initially recorded the conversion option of $222.8 million for the 2019 Notes and $283.3 million for the 2021 Notes in stockholders’ equity. The resulting debt discounts on the 2019 Notes and 2021 Notes are being amortized to interest expense at an effective interest rate of 5.75% and 6.25%, respectively, over the contractual terms of the notes. The Company allocated $0.1 million of debt issuance costs to the equity component, and the remaining debt issuance costs of $0.4 million are being amortized to interest expense. During the years ended December 31, 2016, 2015 and 2014, the Company recognized $79.0 million, $74.2 million and $18.8 million, respectively, of interest expense related to the amortization of the debt discount prior to capitalization of interest. As of December 31, 2016, the net carrying value, net of the initial purchasers’ discount and debt discount, of 2019 Notes and 2021 Notes was $798.6 million and $740.3 million, respectively. The Notes consisted of the following (in thousands): December 31, 2016 December 31, 2015 2019 Notes 2021 Notes 2019 Notes 2021 Notes Principal amounts: Principal $ 935,000 $ 954,000 $ 935,000 $ 954,000 Unamortized initial purchasers' discount and debt discount (1) (136,376 ) (213,657 ) (181,994 ) (251,911 ) Net carrying amount $ 798,624 $ 740,343 $ 753,006 $ 702,089 Carrying amount of the equity component (2) $ 222,826 $ 283,283 $ 222,826 $ 283,283 (1) (2) As of December 31, 2016, the remaining life of the 2019 Notes and 2021 Notes is approximately 32 months and 56 months, respectively. Concurrently with the offering of these Notes in September and October 2014, the Company entered into convertible note hedge transactions with certain bank counterparties whereby the Company has the option to purchase initially (subject to adjustment for certain specified events) a total of approximately 24.3 million shares of its common stock at a price of approximately $77.64 per share. The total cost of the convertible note hedge transactions was $407.2 million. In addition, the Company sold warrants to certain bank counterparties whereby the holders of the warrants have the option to purchase initially (subject to adjustment for certain specified events) a total of approximately 24.3 million shares of the Company’s common stock at a price of $105.28. The Company received $289.3 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and the sale of warrants are intended to offset any actual dilution from the conversion of these notes and to effectively increase the overall conversion price from $77.64 to $105.28 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity and are not accounted for as derivatives. The net cost incurred in connection with the convertible note hedge and warrant transactions was recorded as a reduction to additional paid-in capital in 2014. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Note 10. Net Loss per Share The Company computes net loss per share of common stock in conformity with the two-class method required for participating securities. The Company considers the shares issued upon the early exercise of stock options subject to repurchase to be participating securities, because holders of such shares have non-forfeitable dividend rights in the event a dividend is paid on common stock. Basic net loss per share is computed by dividing total net loss attributable to common stockholders by the weighted-average common shares outstanding. The weighted-average common shares outstanding is adjusted for shares subject to repurchase such as unvested restricted stock granted to employees in connection with acquisitions, contingently returnable shares and escrowed shares supporting indemnification obligations that are issued in connection with acquisitions and unvested stock options exercised. Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of common shares outstanding including potential dilutive common stock instruments. In the years ended December 31, 2016, 2015 and 2014, the Company’s potential common stock instruments such as stock options, RSUs, shares to be purchased under the 2013 Employee Stock Purchase Plan, shares subject to repurchases, conversion feature of the Notes and the warrants were not included in the computation of diluted loss per share as the effect of including these shares in the calculation would have been anti-dilutive. The following table presents the calculation of basic and diluted net loss per share for periods presented (in thousands, except per share data). Year Ended December 31, 2016 2015 2014 Net loss $ (456,873 ) $ (521,031 ) $ (577,820 ) Basic shares: Weighted-average common shares outstanding 708,010 670,132 613,944 Weighted-average restricted stock subject to repurchase (5,875 ) (7,708 ) (8,954 ) Weighted-average shares used to compute basic net loss per share 702,135 662,424 604,990 Diluted shares: Weighted-average shares used to compute diluted net loss per share 702,135 662,424 604,990 Net loss per share attributable to common stockholders: Basic $ (0.65 ) $ (0.79 ) $ (0.96 ) Diluted $ (0.65 ) $ (0.79 ) $ (0.96 ) The following number of potential common shares at the end of each period were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2016 2015 2014 RSUs 48,069 43,170 64,135 Warrants 24,329 24,329 24,329 Stock options 8,723 11,177 20,420 Shares subject to repurchase and others 6,637 9,146 9,335 Since the Company expects to settle the principal amount of the outstanding Notes in cash, the Company uses the treasury stock method for calculating any potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread of 24.3 million shares will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s common stock for a given period exceeds the conversion price of $77.64 per share for the Notes. If the average market price of the common stock exceeds the exercise price of the warrants, $105.28, the warrants will have a dilutive effect on the earnings per share assuming that the Company is profitable. Since the average market price of the common stock is below $105.28, the warrants are anti-dilutive . |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2016 | |
Temporary Equity Disclosure [Abstract] | |
Preferred Stock | Note 11. Preferred Stock Prior to the initial public offering, the Company had outstanding shares of Class A junior preferred stock and several series of convertible preferred stock. The Company has the authority to issue up to 200,000,000 shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the stockholders. As of December 31, 2016 and 2015, there was no preferred stock outstanding. |
Common Stock and Stockholders'
Common Stock and Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Common Stock and Stockholders' Equity | Note 12. Common Stock and Stockholders’ Equity Common Stock As of December 31, 2016, the Company is authorized to issue 5.0 billion shares of $0.000005 par value common stock in accordance with the Certificate of Incorporation, as amended and restated. Each share of common stock is entitled to one vote. The holders of common stock are also entitled to receive dividends whenever funds are legally available and when and if declared by the Board of Directors, subject to the prior rights of holders of all classes of stock outstanding. As of December 31, 2016, no dividends have been declared. Restricted Common Stock The Company has granted restricted common stock to certain continuing employees in connection with the acquisitions. Vesting of this stock is dependent on the respective employee’s continued employment at the Company during the requisite service period, which is up to four years from the issuance date, and the Company has the right to repurchase the unvested shares upon termination of employment. The fair value of the restricted common stock issued to employees is recorded as compensation expense on a straight-line basis over the requisite service period. The activities for the restricted common stock issued to employees for the year ended December 31, 2016 are summarized as follows (in thousands, except per share data): Weighted-Average Number of Grant-Date Fair Shares Value Per Share Unvested restricted common stock at December 31, 2015 4,540 $ 33.88 Granted 3,320 $ 16.63 Vested (2,371 ) $ 32.94 Canceled (392 ) $ 34.46 Unvested restricted common stock at December 31, 2016 5,097 $ 23.04 Equity Incentive Plans The Company’s 2013 Equity Incentive Plan became effective upon the completion of the Company’s initial public offering and serves as the successor to the 2007 Equity Incentive Plan. Initially, 68.3 million shares were reserved under the 2013 Equity Incentive Plan and any shares subject to options or other similar awards granted under the 2007 Equity Incentive Plan that expire, are forfeited, are repurchased by the Company or otherwise terminate unexercised will become available under the 2013 Equity Incentive Plan. The number of shares of the Company’s common stock available for issuance under the 2013 Equity Incentive Plan were and will be increased on the first day of each fiscal year beginning with the 2014 fiscal year, in an amount equal to the least of (i) 60,000,000 Shares, (ii) 5% of the outstanding Shares on the last day of the immediately preceding fiscal year or (iii) such number of Shares determined by the Company’s Board of Directors. As of December 31, 2016, the total number of options and RSUs outstanding under the 2013 Equity Incentive Plan was 46.3 million shares, and 123.0 million shares were available for future issuance. There were 9.1 million shares of options and RSUs outstanding under the 2007 Equity Incentive Plan as of December 31, 2016. No additional shares have been issued under the 2007 Equity Incentive Plan since 2013. Options granted under the Company’s Equity Incentive Plans generally expire 10 years after the grant date. The Company issues new shares to satisfy stock option exercises. On May 25, 2016, the Company’s stockholders approved the 2016 Equity Incentive Plan. A total of 6,814,085 shares were reserved under the 2016 Equity Incentive Plan, which equals the number of shares that the Jack Dorsey Revocable Trust dated December 8, 2010 (the “Jack Dorsey Trust”), for which Jack Dorsey, the Company’s Chief Executive Officer, serves as trustee, gave back and contributed to the Company without any cost or charge to the Company. All such shares have been retired and cancelled by the Company. A maximum aggregate number of 6,814,085 shares were reserved under the 2016 Equity Incentive Plan and are available for grants. The Company also assumed stock options of acquired entities in connection with certain acquisitions. While the respective stock plans were terminated on the closing of each acquisition, they continue to govern the terms of stock options assumed in the respective acquisition. Employee Stock Purchase Plan On November 7, 2013, the Company’s 2013 Employee Stock Purchase Plan (the “ESPP”) became effective. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. The ESPP provides for twelve-month offering periods, and each offering period will include purchase periods, which will be the approximately six-month period commencing with one exercise date and ending with the next exercise date. Employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the exercise date. The number of shares available for sale under the 2013 Employee Stock Purchase Plan were and will be increased annually on the first day of each fiscal year, equal to the least of i) 11.3 million shares; ii) 1% of the outstanding shares of the Company’s common stock as of the last day of the immediately preceding fiscal year; or iii) such other amount as determined by the Board of Directors. During the years ended December 31, 2016 and 2015, employees purchased an aggregate of 2.0 million and 1.5 million shares, respectively, under this plan at a weighted average price of $11.98 and $25.78 per share, respectively. Stock Option Activity A summary of stock option activity for the year ended December 31, 2016 is as follows (in thousands, except years and per share data): Options Outstanding Weighted- Weighted- Average Average Remaining Number of Exercise Contractual Life Aggregate Shares Price Per Share (in years) Intrinsic Value Outstanding at December 31, 2015 11,177 $ 6.55 5.86 $ 199,576 Options granted and assumed in connection with acquisitions 557 $ 3.23 Options exercised (2,864 ) $ 2.56 Options canceled (147 ) $ 3.50 Outstanding at December 31, 2016 8,723 $ 7.71 4.25 $ 98,240 Vested and expected to vest at December 31, 2016 (1) 8,147 $ 6.97 3.94 $ 94,712 Exercisable at December 31, 2016 6,962 $ 5.37 3.24 $ 85,916 (1) The expected to vest options are the result of applying pre-vesting forfeiture rate assumptions to unvested options outstanding. The aggregate intrinsic value in the table above represents the difference between the fair value of common stock and the exercise price of outstanding, in-the-money stock options. The total intrinsic values of stock options exercised in the years ended December 31, 2016, 2015 and 2014 were $41.4 million, $337.2 million and $872.8 million, respectively. Performance Restricted Stock Units (“PRSUs”) Activity In 2016, the Company granted PRSUs to certain of its executive officers and established the 2016 annual performance goals for these PRSUs. The PRSUs will vest based on the Company’s attainment of the annual financial performance goals and the executives’ continued employment through the vesting date, approximately one year. The number of shares that ultimately vest for 2016 was estimated to be 70 percent of the annual target amount, based on the Company’s performance, subject to the Compensation Committee of the Board of Director’s approval. RSU Activity The following table summarizes the activity related to the Company’s RSUs for the year ended December 31, 2016. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of each respective date (in thousands, except per share data): RSUs Outstanding Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2015 43,170 $ 32.46 Granted 51,231 $ 16.15 Vested (26,918 ) $ 23.70 Canceled (19,414 ) $ 25.88 Unvested and outstanding at December 31, 2016 48,069 $ 22.64 The total fair value of RSUs vested during the years ended December 31, 2016 and December 31, 2015 was approximately $466.4 million and $849.8 million, respectively. Stock-Based Compensation Expense Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Cost of revenue $ 29,502 $ 40,705 $ 50,536 Research and development 335,498 401,537 360,726 Sales and marketing 160,935 156,904 157,263 General and administrative 89,298 82,972 63,072 Total stock-based compensation expense $ 615,233 $ 682,118 $ 631,597 During 2014, the Company modified the terms of stock options and RSUs for certain employees upon their termination or change in employment status. The Company recorded incremental stock-based compensation in relation to the modification of stock-based awards of approximately $32.6 million in the year ended December 31, 2014. The amount of incremental stock-based compensation recorded in relation to the modification of stock-based awards was not material for the years ended December 31, 2016 and 2015. Income tax benefits recognized for stock-based compensation arrangements during the years ended December 31, 2016, 2015 and 2014 were not material. The Company capitalized $73.9 million, $50.3 million and $40.8 million of stock-based compensation expense associated with the cost for developing software for internal use in the years ended December 31, 2016, 2015 and 2014, respectively. As of December 31, 2016, there was $844.0 million of unamortized stock-based compensation expense related to unvested awards which is expected to be recognized over a weighted-average period of 2.18 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13. Income Taxes The domestic and foreign components of pre-tax loss for the years ended December 31, 2016, 2015 and 2014 are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Domestic $ (237,325 ) $ (201,628 ) $ (164,854 ) Foreign (203,509 ) (331,677 ) (413,497 ) Loss before income taxes $ (440,834 ) $ (533,305 ) $ (578,351 ) The components of the provision (benefit) for income taxes for the years ended December 31, 2016, 2015 and 2014 are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ 1,087 $ — $ — State (143 ) 1,226 720 Foreign 19,870 14,625 8,358 Total current provision for income taxes 20,814 15,851 9,078 Deferred: Federal 293 (23,208 ) (8,972 ) State 17 (852 ) (128 ) Foreign (5,085 ) (4,065 ) (509 ) Total deferred benefit for income taxes (4,775 ) (28,125 ) (9,609 ) Provision (benefit) for income taxes $ 16,039 $ (12,274 ) $ (531 ) The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 2015 2014 Tax at federal statutory rate 35.0 % 35.0 % 35.0 % State taxes, net of federal benefit 0.0 (0.1 ) (0.1 ) Stock-based compensation (2.3 ) (2.9 ) (4.2 ) Research and development credits 6.6 7.2 25.2 Valuation Allowance (7.0 ) 3.1 (9.4 ) Nondeductible expenses (7.0 ) (5.6 ) (4.5 ) Foreign rate differential (19.5 ) (23.7 ) (26.4 ) Change in tax positions (9.5 ) (10.7 ) (15.9 ) Other 0.1 0.0 0.4 Effective tax rate (3.6 )% 2.3 % 0.1 % The tax effects of temporary differences and related deferred tax assets and liabilities as of December 31, 2016 and 2015 are as follows (in thousands): December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 235,668 $ 242,987 Accruals and reserves 61,594 36,133 Stock-based compensation expense 64,136 80,106 Research and development credits 251,808 209,425 California Enterprise Zone Credit 12,266 11,710 Fixed assets and intangible assets 2,631 1,457 Other 11,980 7,059 Total deferred tax assets 640,083 588,877 Valuation allowance (439,993 ) (378,448 ) Total deferred tax assets, net of valuation allowance 200,090 210,429 Deferred tax liabilities: Fixed assets and intangible assets (168,223 ) (174,007 ) Convertible notes (24,303 ) (30,002 ) Other (1,612 ) (1,577 ) Total deferred tax liabilities (194,138 ) (205,586 ) Net deferred tax assets $ 5,952 $ 4,843 Based on the available objective evidence, management believes it is more-likely-than-not that the net U.S. and Brazil deferred tax assets were not fully realizable as of the year ended December 31, 2016. Accordingly, the Company has established a full valuation allowance against its U.S. and Brazil deferred tax assets. As of December 31, 2016, the Company has net $6.6 million of deferred tax assets in foreign jurisdictions which it believes are more-likely-than-not to be fully realized given the expectation of future earnings in these jurisdictions. For the year ended December 31, 2016, the Company has not provided for income taxes on $157.1 million of its undistributed earnings for certain foreign subsidiaries because these earnings are intended to be indefinitely reinvested in operations outside the U.S. Determining the unrecognized deferred tax liabilities associated with these earnings is not practicable. At December 31, 2016, the Company had $3.47 billion of federal and $1.41 billion of state net operating loss carryforwards available to reduce future taxable income, which will begin to expire in 2027 for federal and 2017 for state tax purposes. Pursuant to authoritative guidance, effective through December 31, 2016, the excess benefit from stock-based compensation was recorded to stockholders’ equity when cash taxes payable were reduced. As of December 31, 2016, the portion of net operating loss carryforwards related to the excess tax benefit from stock-based compensation was approximately $3.42 billion The Company also has research credit carryforwards of $222.8 million and $184.5 million for federal and state income tax purposes, respectively. The federal credit carryforward will begin to expire in 2027. The state research tax credits have no expiration date. Additionally, the Company has California Enterprise Zone Credit carryforwards of $18.9 million which will begin to expire in 2023. Utilization of the net operating loss carryforwards and credits may be subject to an annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended (the “Code”), and similar state provisions. Any annual limitation may result in the expiration of net operating losses and credits before utilization. As of December 31, 2016, the unrecognized tax benefit was $269.5 million, including $263.7 million of unrecognized tax benefits which, if recognized, will not affect the annual effective tax rate as these unrecognized tax benefits would increase deferred tax assets which would be subject to a full valuation allowance, and the remaining $5.8 million of unrecognized tax benefits which, if recognized, would affect the annual effective tax rate. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Balance at the beginning of the year $ 209,443 $ 182,484 $ 43,061 Additions related to prior year tax positions 3,682 1,820 — Reductions related to prior year tax positions — (45,305 ) (50 ) Additions related to current year tax positions 56,383 70,444 139,473 Balance at the end of the year $ 269,508 $ 209,443 $ 182,484 Total unrecognized tax benefits are recorded on the Company’s consolidated balance sheets as follows (in thousands): December 31, 2016 2015 Total unrecognized tax benefits balance $ 269,508 $ 209,443 Amounts netted against related deferred tax assets (263,696 ) (208,307 ) Unrecognized tax benefits recorded on consolidated balance sheets $ 5,812 $ 1,136 The net unrecognized tax benefit of $5.8 million and $1.1 million as of December 31, 2016 and 2015, respectively, was included in the deferred and other long-term tax liabilities, net on the Company’s consolidated balance sheets. The Company does not believe that its unrecognized tax benefits will significantly change within the next 12 months. The Company recognizes interest and/or penalties related to income tax matters as a component of income tax expense. As of December 31, 2016 there were no significant accrued interest and penalties related to uncertain tax positions. On July 27, 2015, the United State Tax Court issued an opinion (Altera Corp. et al. v. Commissioner), which invalidated the 2003 final Treasury rule that requires participants in qualified cost-sharing arrangements to share stock-based compensation costs. As such, the Company filed its 2014 and 2015 federal tax returns based upon the opinion rendered in this case, which resulted in an increase in the 2014 and 2015 net operating losses in the U.S jurisdiction. As the Company maintains a full valuation allowance on its US deferred tax assets, no benefit was realized in the financial statements as a result of this filing position. The Company is subject to taxation in the United States and various state and foreign jurisdictions. Earnings from non-US activities are subject to local country income tax. The material jurisdictions in which the Company is subject to potential examination by taxing authorities include the United States, California and Ireland. The Company is currently under a Federal income tax examination by the Internal Revenue Service (IRS) for tax years 2011, 2012 and 2013. The Company believes that adequate amounts have been reserved in these jurisdictions. The Company’s 2007 to 2016 tax years remain subject to examination by the United States and California, and its 2011 to 2016 tax years remain subject to examination in Ireland. The Company remains subject to possible examination in various other jurisdictions that are not expected to result in material tax adjustments. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 14. Commitments and Contingencies Credit Facility The Company entered into a revolving credit agreement with certain lenders in 2013, which provided for a $1.0 billion revolving unsecured credit facility maturing on October 22, 2018. Loans under the credit facility bear interest, at the Company’s option, at (i) a base rate based on the highest of the prime rate, the federal funds rate plus 0.50% and an adjusted LIBOR rate for a one-month interest period plus 1.00%, in each case plus a margin ranging from 0.00% to 0.75% or (ii) an adjusted LIBOR rate plus a margin ranging from 1.00% to 1.75%. This margin is determined based on the total leverage ratio for the preceding four fiscal quarter period. The Company is obligated to pay other customary fees for a credit facility of this size and type, including an upfront fee and an unused commitment fee. Obligations under the credit facility are guaranteed by one of the Company’s wholly-owned subsidiaries. In addition, the credit facility contains restrictions on payments including cash payments of dividends. The revolving credit agreement was amended in September 2014 to increase the amount of indebtedness that the Company may incur and increase the amount of restricted payments that the Company may make. This amendment to the revolving credit agreement also provides that if the Company’s total leverage ratio exceeds 2.5:1.0 and if the amount outstanding under the credit facility exceeds $500.0 million, or 50% of the amount that may be borrowed under the credit facility, the credit facility will become secured by substantially all of the Company’s and certain of its subsidiaries’ assets, subject to limited exceptions. As of December 31, 2016, no amounts were drawn under the credit facility. Operating and Capital Leases The Company has entered into various non-cancelable operating lease agreements for certain offices and data center facilities with contractual lease periods expiring between 2017 and 2028. During the year ended December 31, 2016, the Company entered into several sublease agreements for the office space that the Company not fully utilizing. The Company also has lease arrangements for certain server and networking equipment. A summary of gross lease commitments and sublease income as of December 31, 2016 is as follows (in thousands): Operating Sublease Capital Leases Income Leases Years ending December 31, 2017 $ 156,757 $ (24,101 ) $ 85,886 2018 148,157 (23,712 ) 45,984 2019 116,189 (16,577 ) 21,062 2020 90,664 (9,038 ) — 2021 57,937 (8,969 ) — Thereafter 163,315 — — $ 733,019 $ (82,397 ) 152,932 Less: Amounts representing interest 5,247 Total capital lease obligation 147,685 Less: Short-term portion 80,848 Long-term portion $ 66,837 Rent expense, net of sublease income, under the Company’s operating leases, including co-location arrangements for the Company’s data centers, was $155.7 Non-cancelable Obligations The Company also had $138.4 million of non-cancelable contractual commitments as of December 31, 2016, primarily related to its infrastructure services, bandwidth and other services arrangements. These commitments are generally due within one to three years. Legal Proceedings The Company is currently involved in, and may in the future be involved in, legal proceedings, claims and governmental investigations in the normal course of business. These proceedings, in the form of both individual and class action litigation, have included, but are not limited to matters involving intellectual property, defamation, privacy, securities, employment and contractual rights. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Litigation accruals are recorded when and if it is determined that a loss related matter is both probable and reasonably estimable. Material loss contingencies that are reasonably possible of occurrence, if any, are subject to disclosure. As of December 31, 2016, there was no litigation or contingency with at least a reasonable possibility of a material loss. No material losses have been recorded during the years ended December 31, 2016, 2015 and 2014 with respect to litigation or loss contingencies. Indemnification In the ordinary course of business, the Company often includes standard indemnification provisions in its arrangements with its customers, partners, suppliers and vendors. Pursuant to these provisions, the Company may be obligated to indemnify such parties for losses or claims suffered or incurred in connection with its service, breach of representations or covenants, intellectual property infringement or other claims made against such parties. These provisions may limit the time within which an indemnification claim can be made. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. The Company has never incurred significant expense defending its licensees against third party claims, nor has it ever incurred significant expense under its standard service warranties or arrangements with its customers, partners, suppliers and vendors. Accordingly, the Company had no liabilities recorded for these provisions as of December 31, 2016 and 2015. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15. Related Party Transactions In September 2015, the Company entered into a partnership agreement for no consideration with Square, Inc., for which Jack Dorsey (the Company’s Chief Executive Officer) serves as Chief Executive Officer, to enable U.S. political donations through Tweets. Neither Square, Inc. nor the Company will pay each other any amounts in connection with the agreement. The agreement has no impact on the Company’s financial statements. On October 22, 2015, the Company and the Jack Dorsey Revocable Trust dated December 8, 2010 (the “Jack Dorsey Trust”), for which Jack Dorsey (the Company’s Chief Executive Officer) serves as trustee, entered into a Contribution Agreement that the Jack Dorsey Trust will give back and contribute to Twitter, without any cost or charge, an aggregate of 6,814,085 shares of Twitter’s common stock upon the Company’s stockholders approval of an equity incentive plan. On May 25, 2016, the Company’s stockholders approved the 2016 Equity Incentive Plan with the same number of shares to be granted over time to employees, non-employee directors and consultants. All the shares contributed from the Jack Dorsey Trust have been retired and cancelled by the Company. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 16. Employee Benefit Plan The Company adopted a 401(k) Plan that qualifies as a deferred compensation arrangement under Section 401 of the Code. Under the 401(k) Plan, participating employees may defer a portion of their pretax earnings not to exceed the maximum amount allowable. The Company made discretionary matching contributions to those participating employees who met certain employment criteria. The matching contributions made by the Company to date was not material. |
Segment Information and Operati
Segment Information and Operations by Geographic Area | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information and Operations by Geographic Area | Note 17. Segment Information and Operations by Geographic Area The Company has a single operating segment and reporting unit structure. The Company’s chief operating decision-maker is the chief executive officer who reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Revenue Revenue by geography is based on the billing addresses of the customers. The following tables set forth revenue by services and revenue by geographic area (in thousands): Year Ended December 31, 2016 2015 2014 Revenue by services: Advertising services $ 2,248,052 $ 1,994,036 $ 1,255,688 Data licensing and other 281,567 223,996 147,314 Total revenue $ 2,529,619 $ 2,218,032 $ 1,403,002 Year Ended December 31, 2016 2015 2014 Revenue by geographic area: United States $ 1,564,776 $ 1,443,240 $ 945,720 International 964,843 774,792 457,282 Total revenue $ 2,529,619 $ 2,218,032 $ 1,403,002 Japan accounted for $268.5 million, or 11% of total revenue for the year ended December 31, 2016. Property and Equipment, net The following table sets forth property and equipment, net by geographic area (in thousands): December 31, December 31, 2016 2015 Property and equipment, net: United States $ 728,429 $ 683,176 International 55,472 52,123 Total property and equipment, net $ 783,901 $ 735,299 |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Charges | Note 18. Restructuring Charges On October 25, 2016, the Board of Directors of the Company approved a reduction in force plan (“2016 Plan”) of up to approximately 9% of the Company’s positions globally. The reduction in force was undertaken to eliminate investment in noncore areas and drive toward greater efficiency, while allowing the Company to continue to invest in its highest priorities. The Company expects the reduction in force to be completed in 2017. On December 17, 2016, the Board of Directors of the Company approved a lease abandonment plan (“2016 Lease Plan”) to abandon excess office space with lease terms expiring through 2028. For the year ended December 31, 2015, the Company incurred total restructuring expense of $12.9 million in connection with the reduction in force plan, which was substantially completed in 2015. The following table summarizes the restructuring charges for the year ended December 31, 2016 and related liabilities as of December 31, 2016 (in thousands): 2016 Employee 2016 Termination Plan Lease Plan Charges $ 21,611 $ 79,685 Cash payment (11,629 ) (3,562 ) Non-cash and other adjustments (6,357 ) (19,577 ) Accrued as of December 31, 2016 $ 3,625 $ 56,546 Cost of revenue $ 13 $ 49,006 Research and development 4,246 11,693 Sales and marketing 17,310 13,072 General and administrative 42 5,914 Total costs incurred in 2016 $ 21,611 $ 79,685 Reflected in consolidated balance sheets: (1) Accrued and other current liabilities $ 3,625 $ 52,317 Other long-term liabilities $ — $ 4,229 (1) |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Valuation And Qualifying Accounts [Abstract] | |
Valuation and Qualifying Accounts | PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES The following documents are filed as part of this Annual Report on Form 10-K: 1. Consolidated Financial Statements Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K. 2. Financial Statement Schedules SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2016, 2015 AND 2014 Charged/ Balance at Credited Beginning of Charged to to Other Balance at Year Expenses Accounts End of Year (In thousands) Allowance for Deferred Tax Assets: Year ended December 31, 2016 $ 378,448 $ 57,529 $ 4,016 $ 439,993 Year ended December 31, 2015 $ 351,249 $ 27,175 $ 24 $ 378,448 Year ended December 31, 2014 $ 227,878 $ 155,111 $ (31,740 ) $ 351,249 Balance at Beginning of Additions Write-off/ Balance at Year (Reductions) Adjustments End of Year (In thousands) Allowance for Doubtful Accounts: Year ended December 31, 2016 $ 8,121 $ 3,958 $ (4,863 ) $ 7,216 Year ended December 31, 2015 $ 5,507 $ 5,765 $ (3,151 ) $ 8,121 Year ended December 31, 2014 $ 2,020 $ 4,632 $ (1,145 ) $ 5,507 All other financial statement schedules have been omitted because they are not required, not applicable, not present in amounts sufficient to require submission of the schedule, or the required information is shown in our Consolidated Financial Statements or Notes thereto. 3. Exhibits The documents listed in the Exhibit Index of this Annual Report on Form 10-K are incorporated by reference or are filed with this Annual Report on Form 10-K, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K). Item 16. FORM 10-K SUMMARY None. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, as well as related disclosure of contingent assets and liabilities. Actual results could differ materially from the Company’s estimates. To the extent that there are material differences between these estimates and actual results, the Company’s financial condition or operating results will be affected. The Company bases its estimates on past experience and other assumptions that the Company believes are reasonable under the circumstances, and the Company evaluates these estimates on an ongoing basis. Certain prior period amounts have been reclassified to conform to the current period presentation. |
Revenue Recognition | Revenue Recognition The Company generates the substantial majority of its revenue from the sale of advertising services and, to a lesser extent, from entering into data licensing and other arrangements. The Company’s advertising services include three primary products: (i) Promoted Tweets, (ii) Promoted Accounts and (iii) Promoted Trends. Promoted Tweets and Promoted Accounts are pay-for-performance advertising products priced through an auction. Promoted Trends are featured by geography and offered on a fixed-fee-per-day basis. Advertisers are obligated to pay when a user engages with a Promoted Tweet or follows a Promoted Account or when a Promoted Trend is displayed. These products may be sold in combination as a multiple element arrangement or separately on a stand-alone basis. The Company also generates advertising revenue by selling to advertisers advertising products which it places on third party publishers’ websites, applications or other offerings. To fulfill these transactions, the Company purchases advertising inventory from third party publishers’ websites and applications where it has identified the advertisers’ targeted audience and therefore incurs traffic acquisition costs. In such transactions, the Company remains the primary obligor to its advertisers for the advertising services and products delivered, has pricing latitude, has discretion in the selection of third party publishers and bears credit risk. The Company might not generate advertising revenue in excess of traffic acquisition costs incurred. Therefore, the Company reports advertising revenue generated from these transactions on a gross basis. Fees for these advertising services are recognized in the period when advertising is delivered as evidenced by a user engaging with a Promoted Tweet in a manner satisfying the types of engagement selected by the advertisers, such as Tweet engagements (e.g., retweets, replies and likes), website clicks or conversions, mobile application installs or engagements, obtaining new followers, or video views, following a Promoted Account, through the display of a Promoted Trend on the Company’s platform, or completion of a transaction on an external website. Data licensing revenue is generated based on monthly service fees charged to the data partners over the period in which the Company’s data and data products are made available to them. Other revenue is primarily generated from service fees from transactions completed on the Company’s mobile ad exchange. The Company’s mobile ad exchange enables buyers and sellers to purchase and sell advertising inventory and matches buyers and sellers. The Company has determined it is not the principal in the purchase and sale of advertising inventory in transactions between third party buyers and sellers on the exchange. Therefore, the Company reports revenue related to its ad exchange services on a net basis. Revenue is recognized only when (1) persuasive evidence of an arrangement exists; (2) the price is fixed or determinable; (3) the service is performed; and (4) collectability of the related fee is reasonably assured. While the majority of the Company’s revenue transactions are based on standard business terms and conditions, the Company also enters into sales agreements with advertisers and data partners that sometimes involve multiple elements. For arrangements involving multiple deliverables, judgment is required to determine the appropriate accounting, including developing an estimate of the stand-alone selling price of each deliverable. When neither vendor-specific objective evidence nor third-party evidence of selling price exists, the Company uses its best estimate of selling price (BESP) to allocate the arrangement consideration on a relative selling price basis to each deliverable. The objective of BESP is to determine the selling price of each deliverable when it is sold to advertisers on a stand-alone basis. In determining BESPs, the Company takes into consideration various factors, including, but not limited to, prices the Company charges for similar offerings, sales volume, geographies, pricing strategies and market conditions. Multiple deliverable arrangements primarily consist of combinations of the Company’s pay-for-performance products, Promoted Tweets and Promoted Accounts, which are priced through an auction, and Promoted Trends, which are priced on a fixed-fee-per day per geography basis. For arrangements that include a combination of these products, the Company develops an estimate of the selling price for these products in order to allocate any potential discount to all advertising products in the arrangement. The estimate of selling price for pay-for-performance products is determined based on the winning bid price; the estimate of selling price for Promoted Trends is based on Promoted Trends sold on a stand-alone basis and/or separately priced in a bundled arrangement by reference to a list price by geography which is approved periodically. The Company believes the use of BESP results in revenue recognition in a manner consistent with the underlying economics of the transaction and allocates the arrangement consideration on a relative selling price basis to each deliverable. |
Cost of Revenue | Cost of Revenue Cost of revenue includes infrastructure costs, other direct costs including content costs, amortization expense of technology acquired through acquisitions and capitalized labor costs, allocated facilities costs, as well as traffic acquisition costs (“TAC”). Infrastructure costs consist primarily of data center costs related to the Company’s co-located facilities, which include lease and hosting costs, related support and maintenance costs and energy and bandwidth costs, as well as depreciation of its servers and networking equipment, and personnel-related costs, including salaries, benefits and stock-based compensation, for its operations teams. TAC consists of costs incurred with third parties in connection with the sale to advertisers of advertising products that the Company places on third-party publishers’ websites, applications or other offerings collectively resulting from acquisitions and from the Company’s organically-built advertising network, Twitter Audience Platform. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense The Company accounts for stock-based compensation expense under the fair value recognition and measurement provisions of GAAP. Stock-based awards granted to employees are measured based on the grant-date fair value. The Company recognizes the compensation expense only for those awards expected to meet the performance and service vesting condition on a straight-line basis over the requisite service period which is generally one year for performance vesting condition awards and four years for service vesting condition awards. The Company estimates the fair value of stock options granted and stock purchase rights provided under the Company’s employee stock purchase plan using the Black-Scholes option pricing model on the dates of grant. Calculating the fair value using the Black-Scholes model requires various judgmental assumptions including the expected term and stock price volatility. The Company estimates the expected term of stock options granted based on the simplified method. The Company estimates the expected volatility of its common stock on the dates of grant based on a combination of the Company’s historical stock price volatility and implied volatility in the Company’s traded options when such information is available. When the Company’s historical and implied volatility data are not available for the related awards’ expected term, an average of volatility rates including the historical volatility of a group of comparable, publicly-traded companies is used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected dividend yield is zero percent as the Company has not paid and does not anticipate paying dividends on its common stock. The compensation expense related to stock options and employee stock purchase rights is recognized on a straight-line basis over the requisite service period. The Company issues restricted stock subject to a lapsing right of repurchase to continuing employees of certain acquired companies. Since these issuances are subject to post-acquisition employment, the Company accounts for them as post-acquisition stock-based compensation expense. The grant-date fair value of restricted stock granted in connection with acquisitions is recognized as stock-based compensation expense on a straight-line basis over the requisite service period. Stock-based compensation expense is recorded net of estimated forfeitures. Through 2016, the Company estimated the forfeiture rate based on historical forfeitures of stock-based awards and adjusted the rate to reflect changes in facts and circumstances, if any. |
Acquisitions | Acquisitions The Company accounts for acquisitions of entities that include inputs and processes and have the ability to create outputs as business combinations. The purchase price of the acquisition is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition dates. The excess of the purchase price over those fair values is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations. |
Investments in Privately-Held Companies | Investments in Privately-Held Companies The Company makes strategic investments in privately-held companies and assesses the accounting for these investments under the equity or cost method. The Company also evaluates each investee to determine if the investee is a variable interest entity and, if so, whether the Company is the primary beneficiary of the variable interest entity. The Company periodically evaluates the carrying value of the investments in privately-held companies, when events and circumstances indicate that the carrying amount of the investment may not be recovered. The Company estimates the fair value of the investments to assess whether impairment losses shall be recorded using Level 3 inputs. These investments include the Company’s holdings in privately-held companies that are not exchange traded and therefore not supported with observable market prices; hence, the Company determines the fair value by reviewing equity valuation reports, current financial results and long-term plans of the private companies. |
Restructuring and Other Charges | Restructuring and Other Charges The Company records charges associated with management-approved restructuring plans to reduce headcount and for leases. Restructuring costs are recognized when the related liability is incurred and measured at fair value. The Company accrues a liability for employee terminations when all of the following conditions have been met: management, having the authority to approve the action, commits to a plan of termination; the plan identifies the number of employees to be terminated, their job classifications and their locations, and the expected completion date; the plan establishes the terms of the benefit arrangement in sufficient detail to enable employees to determine the type and amount of benefits they will receive if they are involuntarily terminated; and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. The Company accrues for costs to terminate an operating lease or other contract when it terminates the contract in accordance with the contract terms. A liability for costs that will continue to be incurred under a contract for the remaining term without economic benefits to the Company is recognized and measured when the entity meets the cease-use date. In recording liabilities for cease-use facilities, the Company makes various assumptions, including the time period over which the facilities are expected to be vacant, expected sublease terms and expected sublease rates. The estimates involve a number of risks and uncertainties, some of which are beyond the Company’s control, including future real estate market conditions and the Company’s ability to successfully enter into sublease agreements with terms as favorable as those assumed when arriving at the estimates. The Company regularly evaluates a number of factors to determine the appropriateness and reasonableness of the restructuring and lease loss accruals including the various assumptions noted above. If actual results differed significantly from its estimates, the Company may be required to adjust the restructuring and lease loss accruals in the future. |
Operating and Capital Leases | Operating and Capital Leases The Company leases office space and data center facilities under operating leases. Certain lease agreements contain free or escalating rent payment provisions. The Company recognizes rent expense under such leases on a straight-line basis over the term of the lease. Lease renewal periods are considered on a lease-by-lease basis in determining the lease term. The Company also has entered into server and networking equipment lease arrangements with original lease terms ranging from three to four years. The Company’s server and networking equipment leases typically are accounted for as capital leases as they meet one or more of the four capital lease classification criteria. Assets acquired under capital leases are amortized over their estimated useful life. As of December 31, 2016 and 2015, the Company had capital lease obligations included in short-term and long-term capital lease obligations in the consolidated balance sheets of $147.7 million and $147.9 million, respectively. In the years ended December 31, 2016, 2015 and 2014, the Company recorded approximately $5.5 million, $8.8 million and $10.2 million, respectively, of interest expense in relation to these capital lease arrangements. |
Cash, Cash Equivalents and Investments | Cash, Cash Equivalents and Investments The Company invests its excess cash primarily in short-term fixed income securities, including government and investment-grade debt securities and money market funds. The Company classifies all liquid investments with stated maturities of three months or less from date of purchase as cash equivalents. The Company classifies all marketable securities for use in current operations, even if the security matures beyond 12 months, and presents them as short-term investments in the consolidated balance sheets. As of December 31, 2016 and 2015, the Company has recorded restricted cash balances of $9.4 million and $3.0 million, respectively, within prepaid expenses and other current assets and $29.6 million and $31.1 million, respectively, in other assets on the accompanying consolidated balance sheets based upon the term of the remaining restrictions. These restricted cash balances are primarily cash deposits to back letters of credit related to certain property leases. The Company determines the appropriate classification of its investments in marketable securities at the time of purchase and reevaluates such designation at each balance sheet date. The Company has classified and accounted for its marketable securities as available-for-sale. After considering the Company’s capital preservation objectives, as well as its liquidity requirements, the Company may sell securities prior to their stated maturities. The Company carries its available-for-sale securities at fair value, and reports the unrealized gains and losses, net of taxes, as a component of stockholders’ equity, except for unrealized losses determined to be other-than-temporary which are recorded as other income (expense), net. The Company determines any realized gains or losses on the sale of marketable securities on a specific identification method and records such gains and losses as a component of other income (expense), net. Interest earned on cash, cash equivalents, and marketable securities was $24.3 million, $9.1 million, and $1.9 million during the years ended December 31, 2016, 2015 and 2014, respectively. These balances are recorded in other income (expense), net in the accompanying consolidated statements of operations. The Company evaluates the investments periodically for possible other-than-temporary impairment. A decline in fair value below the amortized costs of debt securities is considered an other-than-temporary impairment if the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the entire amortized cost basis. In those instances, an impairment charge equal to the difference between the fair value and the amortized cost basis is recognized in earnings. Regardless of the Company’s intent or requirement to sell a debt security, impairment is considered other-than-temporary if the Company does not expect to recover the entire amortized cost basis. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. The primary focus of the Company’s investment strategy is to preserve capital and meet liquidity requirements. The Company’s investment policy addresses the level of credit exposure by limiting the concentration in any one corporate issuer or sector and establishing a minimum allowable credit rating. To manage the risk exposure, the Company invests cash equivalents and short-term investments in a variety of fixed income securities, including government and investment-grade debt securities and money market funds. The Company places its cash primarily in checking and money market accounts with reputable financial institutions. Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits, if any. The Company’s accounts receivable are typically unsecured and are derived from customers around the world in different industries. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses. Historically, such losses have been within management’s expectations. As of December 31, 2016 and 2015, no single customer accounted for more than 10% of the Company’s net accounts receivable balance. No single customer accounted for more than 10% of the Company’s revenue in the years ended December 31, 2016, 2015 and 2014. The Company’s note hedge transactions, entered into in connection with the Notes, as defined and further described in Note 4— Fair Value Measurements |
Accounts Receivable, Net | Accounts Receivable, Net The Company records accounts receivable at the invoiced amount. The Company maintains an allowance for doubtful accounts to reserve for potentially uncollectible receivable amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer, which is assessed based on ongoing credit evaluations and payment history, and the customer’s current financial condition. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost and depreciated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized using the straight-line method over the shorter of the lease term or the estimated useful life. The estimated useful lives of property and equipment are described below: Property and Equipment Estimated Useful Life Computer hardware, networking and office equipment Three to five years Computer software One to four years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term Costs of maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operating expenses. |
Capitalization of Interest | Capitalization of Interest Interest costs is capitalized for assets that are constructed for the Company’s own internal use, this includes internally developed software and property and equipment, for the period of time to get them ready for its intended use. During the years ended December 31, 2016 and 2015, the Company capitalized $4.3 million and $5.0 million of interest expense, respectively. Capitalized interest was not material in 2014. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired in a business combination. Goodwill is not amortized, but is tested for impairment at least annually or more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single operating segment and reporting unit structure. If the carrying value of the reporting unit exceeds its fair value, the second step of the test is performed by comparing the carrying value of the goodwill in the reporting unit to its implied fair value. An impairment charge is recognized for the excess of the carrying value of goodwill over its implied fair value. The Company conducted its annual goodwill impairment test during the fourth quarter of 2016 and determined that goodwill was not impaired. As such, no impairment charge was recorded in any of the periods presented in the accompanying consolidated financial statements. |
Intangible Assets | Intangible Assets Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives of up to eleven years. The Company reviews identifiable amortizable intangible assets to be held and used for impairment whenever events or changes in circumstances indicate that the carrying value of the assets may not be recoverable. Determination of recoverability is based on the lowest level of identifiable estimated undiscounted cash flows resulting from use of the asset and its eventual disposition. Measurement of any impairment loss is based on the excess of the carrying value of the asset over its fair value. There has been no impairment charges recorded in any of the periods presented in the accompanying consolidated financial statements. |
Fair Value Measurements | Fair Value Measurements The Company classifies and discloses assets and liabilities measured at fair value on a recurring basis, as well as fair value measurements of assets and liabilities measured on a nonrecurring basis in periods subsequent to initial measurement, in a three-tier fair value hierarchy as described below. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs that may be used to measure fair value are as follows: Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities. Level 2—Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Internal Use Software and Website Development Costs | Internal Use Software and Website Development Costs The Company capitalizes certain costs incurred in developing software programs or websites for internal use. In the years ended December 31, 2016, 2015 and 2014, the Company capitalized costs totaling approximately $139.0 million, $92.8 million and $79.5 million, respectively. The estimated useful life of costs capitalized is evaluated for each specific project and is one to four years. In the years ended December 31, 2016, 2015 and 2014, the amortization of capitalized costs included in cost of revenue totaled approximately $74.6 million, $37.8 million and $15.2 million, respectively. |
Income Taxes | Income Taxes The Company accounts for its income taxes using the asset and liability method whereby deferred tax assets and liabilities are determined based on temporary differences between the bases used for financial reporting and income tax reporting purposes, as well as for operating loss and tax credit carryforwards. Deferred income taxes are provided based on the enacted tax rates expected to be in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for deferred tax assets if it is more-likely-than-not that the Company will not realize those tax assets through future operations. The Company evaluates and accounts for uncertain tax positions using a two-step approach. Recognition (step one) occurs when the Company concludes that a tax position, based solely on its technical merits, is more-likely-than-not to be sustainable upon examination. Measurement (step two) determines the amount of benefit that is greater than 50% likely to be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. De-recognition of a tax position that was previously recognized would occur when the Company subsequently determines that a tax position no longer meets the more-likely-than-not threshold of being sustained. Although the Company believes that it has adequately reserved for uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit, the lapsing of a statute, or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial position and results of operations. |
Foreign Currency | Foreign Currency The functional currency of the Company's foreign subsidiaries is generally the local currency. The financial statements of these subsidiaries are translated into U.S. dollars using period-end rates of exchange for assets and liabilities, historical rates of exchange for equity, and average rates of exchange for revenue and expenses. Translation gains (losses) are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Unrealized foreign exchange gains and losses due to re-measurement of monetary assets and liabilities denominated in non-functional currencies as well as realized foreign exchange gains and losses on foreign exchange transactions are recorded in other income (expense), net in the accompanying consolidated statements of operations. |
Advertising Costs | Advertising Costs Advertising costs are expensed when incurred and are included in sales and marketing expense in the accompanying consolidated statements of operations. Advertising expense totaled $114.3 million, $119.7 million and $46.6 million for the years ended December 31, 2016, 2015 and 2014 respectively. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of two components, net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to gains and losses that are recorded as an element of stockholders’ equity and are excluded from net loss. The Company’s other comprehensive income (loss) is comprised of unrealized gains or losses on available-for-sale securities, net of tax, and foreign currency translation adjustments. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently adopted accounting pronouncement In June 2014, the Financial Accounting Standards Board (“FASB”) issued a new accounting standard update on stock-based compensation when the terms of an award provide that a performance target could be achieved after the requisite service period. The new guidance requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant-date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the periods for which the requisite service has already been rendered. The Company adopted this guidance prospectively during the year ended December 31, 2016, and the adoption had no impact to the Company’s financial statements. In February 2015, the FASB issued a new accounting standard update on consolidation analysis. The new guidance amends the current consolidation guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance became effective for reporting periods beginning after December 15, 2015. The Company adopted this guidance retrospectively during the year ended December 31, 2016, and the adoption had no impact on the Company’s financial statements. In April 2015, the FASB issued a new accounting standard update on the presentation of debt issuance costs. The new guidance requires the debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. The Company adopted this guidance retrospectively during the year ended December 31, 2016 and the adoption had an immaterial impact on the Company’s financial statements. In September 2015, the FASB issued a new accounting standard update on simplifying the accounting for measurement-period adjustments in business combinations. The new guidance requires that the adjustments to provisional amounts that are identified during the measurement period be recognized in the reporting period when the adjustments are determined. In addition, the effect on earnings of changes as a result of the change to the provisional amounts is required to be recorded in the same period’s financial statements. The Company adopted this guidance prospectively on January 1, 2016, and the adoption had no impact on the Company’s financial statements. Recently issued accounting pronouncements not yet adopted In May 2014, the FASB issued a new accounting standard update on revenue recognition from contracts with customers. The new guidance will replace all current GAAP guidance on this topic and eliminate industry-specific guidance. According to the new guidance, revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration for which the Company expects to be entitled in exchange for those goods or services. The guidance will be effective for fiscal years and interim periods with those fiscal years, beginning after December 15, 2017 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. In March 2016, April 2016, May 2016 and December 2016, the FASB further amended the guidance to clarify the implementation on principal versus agent considerations, the identification of performance obligation and the licensing implementation guidance, to provide narrow-scope improvements and practical expedients, and technical corrections and improvements. The Company will adopt this standard effective January 1, 2018 and currently anticipates adopting the standard using the modified retrospective method. The Company is still in the process of completing its analysis of the impact this standard will have on the consolidated financial statements. Specifically, while the Company has not yet finalized its analysis of the recognition impact this standard will have on advertising revenue, the Company does not expect the impact to be material; the Company is still assessing the recognition impact of adopting this standard on data licensing and other revenue; and the Company has not completed its assessment of the presentation impact of adoption of the new principal versus agent guidance on its arrangements. In January 2016, the FASB issued a new accounting standard update on the classification and measurement of financial instruments. The new guidance principally affects accounting standards for equity investments, financial liabilities where the fair value option has been elected, and the presentation and disclosure requirements for financial instruments. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures. In February 2016, the FASB issued a new accounting standard update on leases. The new guidance requires lessees to recognize right-of-use assets and lease liabilities for operating leases, initially measured at the present value of the lease payments, on the balance sheet. In addition, it requires lessees to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures and anticipates this new guidance will materially impact the Company’s financial statements given the Company has a significant number of operating leases. In March 2016, the FASB issued a new accounting standard update on simplifying the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance also allows an entity to account for forfeitures when they occur. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company will adopt this new guidance during the three months ending March 31, 2017. Adoption will require all tax benefits in excess of stock-based compensation costs to be recorded in the consolidated statements of operations as a component of the provision for income taxes, whereas they are currently recorded in equity. This change is required to be applied prospectively to excess tax benefits resulting from settlements after the date of adoption. For excess tax benefits not previously recognized, the Company will be required to apply the modified retrospective method with a cumulative-effect adjustment to opening accumulated deficit. In the quarter ending March 31, 2017, the Company will recognize deferred tax assets for its accumulated net operating losses related to excess tax benefits as of December 31, 2016 not previously recognized. However, given the valuation allowance placed on substantially all of the deferred tax assets, the recognition upon adoption is not expected to have a material impact on the Company’s accumulated deficit. Additionally, the consolidated statements of cash flows will include excess tax benefits as an operating activity, with the prior periods adjusted accordingly, as a result of the adoption. Finally, the Company will elect to account for forfeitures as they occur, rather than estimate expected forfeitures. In June 2016, the FASB issued a new accounting standard update on the measurement of credit losses on financial instruments. The new guidance requires financial assets measured at amortized cost to be presented at the net amount expected to be collected and available-for-sale debt securities to record credit losses through an allowance for credit losses. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted as early as of the fiscal years beginning after December 15, 2018. The Company is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures. In August 2016, the FASB issued a new accounting standard update on the statement of cash flows. The new guidance clarifies classification of certain cash receipts and cash payments in the statement of cash flows. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures. In October 2016, the FASB issued a new accounting standard update on simplifying the accounting for income taxes related to intra-entity asset transfers. The new guidance requires an entity to recognize the tax expense from the sale of an asset in the seller’s tax jurisdiction when the transfers occurs, even though the pre-tax effects of that transaction are eliminated in consolidation. The modified retrospective approach will be required for transition to the new guidance, with a cumulative-effect adjustment recorded in retained earnings as of the period of adoption. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted only in the first quarter of 2017. The Company is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures. In November 2016, the FASB issued a new accounting standard update on the presentation of restricted cash in the statement of cash flows. The new guidance requires an entity to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows, and an entity will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard update on the financial statements and related disclosures. In January 2017, the FASB issued a new accounting standard update on narrowing the definition of a business. The new guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs. This guidance will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted. The Company plans to early adopt this new accounting standard update during the three months ended March 31, 2017. Adoption is expected to have no impact on the Company’s financial statements. In January 2017, the FASB issued a new accounting standard update on simplifying the accounting for goodwill impairment. The new guidance eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. This guidance will be effective in fiscal year 2020 and will be applied prospectively. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company plans to early adopt this new accounting standard update during fiscal year 2017. Adoption is not expected to have a material impact on the Company’s financial statements. |
Summary of Significant Accoun28
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Property and Equipment | Property and Equipment Estimated Useful Life Computer hardware, networking and office equipment Three to five years Computer software One to four years Furniture and fixtures Five years Leasehold improvements Lesser of estimated useful life or remaining lease term |
Cash, Cash Equivalents and Sh29
Cash, Cash Equivalents and Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Cash And Cash Equivalents [Abstract] | |
Cash, Cash and Equivalents and Short-term Investments | Cash, cash equivalents and short-term investments consist of the following (in thousands): December 31, December 31, 2016 2015 Cash and cash equivalents: Cash $ 253,808 $ 300,363 Money market funds 422,515 141,700 U.S. government and agency securities including treasury bills 12,639 — Corporate notes, commercial paper and certificates of deposit 299,636 469,408 Total cash and cash equivalents $ 988,598 $ 911,471 Short-term investments: U.S. government and agency securities including treasury bills $ 1,183,768 $ 1,156,418 Corporate notes, commercial paper and certificates of deposit 1,602,213 1,427,459 Total short-term investments $ 2,785,981 $ 2,583,877 |
Summary of Unrealized Gains and Losses Related to Available-for-Sale Securities Classified as Short-term Investments | The following tables summarize unrealized gains and losses related to available-for-sale securities classified as short-term investments on the Company’s consolidated balance sheets as of December 31, 2016 and 2015 (in thousands): December 31, 2016 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 1,185,274 $ 136 $ (1,642 ) $ 1,183,768 Corporate notes, commercial paper and certificates of deposit 1,603,048 114 (949 ) 1,602,213 Total available-for-sale securities classified as short-term investments $ 2,788,322 $ 250 $ (2,591 ) $ 2,785,981 December 31, 2015 Gross Gross Gross Aggregated Amortized Unrealized Unrealized Estimated Costs Gains Losses Fair Value U.S. government and agency securities including treasury bills $ 1,158,479 $ 6 $ (2,067 ) $ 1,156,418 Corporate notes, certificates of deposit and commercial paper 1,429,374 21 (1,936 ) 1,427,459 Total available-for-sale securities classified as short-term investments $ 2,587,853 $ 27 $ (4,003 ) $ 2,583,877 |
Contractual Maturities of Securities Classified as Available-for-Sale | The contractual maturities of securities classified as available-for-sale as of December 31, 2016 were as follows (in thousands): December 31, 2016 Due within one year $ 1,990,083 Due after one year through two years 795,898 Total $ 2,785,981 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis | The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and 2015 based on the three-tier fair value hierarchy (in thousands): December 31, 2016 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 422,515 $ — $ — $ 422,515 Treasury bills 12,639 — — 12,639 Corporate notes — 7,387 — 7,387 Commercial paper — 292,249 — 292,249 Short-term investments: U.S. government securities — 657,502 — 657,502 Agency securities — 526,266 — 526,266 Corporate notes — 689,986 — 689,986 Commercial paper — 311,238 — 311,238 Certificates of deposit — 600,989 — 600,989 Other current assets: Foreign currency contracts — 1,955 — 1,955 Total $ 435,154 $ 3,087,572 $ — $ 3,522,726 Liabilities Other current liabilities: Foreign currency contracts — 500 — 500 Total $ — $ 500 $ — $ 500 December 31, 2015 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 141,700 $ — $ — $ 141,700 Commercial paper — 419,110 — 419,110 Certificates of deposit — 50,298 — 50,298 Short-term investments: Treasury bills 29,953 — — 29,953 U.S. government securities — 537,168 — 537,168 Agency securities — 589,297 — 589,297 Corporate notes — 693,593 — 693,593 Commercial paper — 229,965 — 229,965 Certificates of deposit — 503,901 — 503,901 Other current assets: Foreign currency contracts — 6,804 — 6,804 Total $ 171,653 $ 3,030,136 $ — $ 3,201,789 Liabilities Other current liabilities: Foreign currency contracts — 3,005 — 3,005 Total $ — $ 3,005 $ — $ 3,005 |
Schedule of Fair Values of Outstanding Derivative Instruments | The fair values of outstanding derivative instruments for the periods presented on a gross basis are as follows (in thousands): December 31, December 31, Balance Sheet Location 2016 2015 Assets Foreign currency contracts not designated as hedging instruments Other current assets $ 1,955 6,804 Liabilities Foreign currency contracts not designated as hedging instruments Other current liabilities 500 3,005 Total fair value of derivative instruments $ 1,455 $ 3,799 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The following table presents the detail of property and equipment, net for the periods presented (in thousands): December 31, December 31, 2016 2015 Property and equipment, net Equipment $ 909,797 $ 720,421 Furniture and leasehold improvements 304,613 297,274 Capitalized software 353,163 211,241 Construction in progress 74,255 85,073 Total 1,641,828 1,314,009 Less: Accumulated depreciation and amortization (857,927 ) (578,710 ) Property and equipment, net $ 783,901 $ 735,299 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill Activities | The following table presents the goodwill activities for the periods presented (in thousands): Goodwill Balance as of December 31, 2014 $ 622,570 TellApart acquisition 394,989 Other acquisitions 106,198 Foreign currency translation adjustment (1,029 ) Balance as of December 31, 2015 $ 1,122,728 Acquisitions 74,186 Foreign currency translation adjustment (11,599 ) Balance as of December 31, 2016 $ 1,185,315 |
Schedule of Intangible Assets | The following table presents the detail of intangible assets for the periods presented (in thousands): Gross Carrying Accumulated Net Carrying Value Amortization Value December 31, 2016: Patents and developed technologies $ 122,611 $ (47,160 ) $ 75,451 Publisher and advertiser relationships 53,100 (33,217 ) 19,883 Total $ 175,711 $ (80,377 ) $ 95,334 December 31, 2015: Patents and developed technologies $ 132,444 $ (43,991 ) $ 88,453 Publisher and advertiser relationships 75,300 (23,803 ) 51,497 Assembled workforce 1,960 (1,714 ) 246 Other intangible assets 2,100 (1,281 ) 819 Total $ 211,804 $ (70,789 ) $ 141,015 |
Schedule of Estimated Future Amortization Expenses | Estimated future amortization expense as of December 31, 2016 is as follows (in thousands): Years ending December 31, 2017 $ 43,810 2018 18,855 2019 8,796 2020 6,523 2021 6,126 Thereafter 11,224 Total $ 95,334 |
Accrued and Other Current Lia33
Accrued and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Accrued and Other Current Liabilities | The following table presents the detail of accrued and other current liabilities for the periods presented (in thousands): December 31, December 31, 2016 2015 Accrued compensation $ 82,354 $ 90,906 Accrued restructuring 55,942 396 Accrued publisher, content and ad network costs 44,362 23,486 Deferred revenue 33,659 23,674 Accrued tax liabilities 29,558 25,880 Accrued sales and marketing expenses 22,431 27,948 Accrued other 112,631 91,502 Total $ 380,937 $ 283,792 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Components of Notes | The Notes consisted of the following (in thousands): December 31, 2016 December 31, 2015 2019 Notes 2021 Notes 2019 Notes 2021 Notes Principal amounts: Principal $ 935,000 $ 954,000 $ 935,000 $ 954,000 Unamortized initial purchasers' discount and debt discount (1) (136,376 ) (213,657 ) (181,994 ) (251,911 ) Net carrying amount $ 798,624 $ 740,343 $ 753,006 $ 702,089 Carrying amount of the equity component (2) $ 222,826 $ 283,283 $ 222,826 $ 283,283 (1) (2) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share for periods presented (in thousands, except per share data). Year Ended December 31, 2016 2015 2014 Net loss $ (456,873 ) $ (521,031 ) $ (577,820 ) Basic shares: Weighted-average common shares outstanding 708,010 670,132 613,944 Weighted-average restricted stock subject to repurchase (5,875 ) (7,708 ) (8,954 ) Weighted-average shares used to compute basic net loss per share 702,135 662,424 604,990 Diluted shares: Weighted-average shares used to compute diluted net loss per share 702,135 662,424 604,990 Net loss per share attributable to common stockholders: Basic $ (0.65 ) $ (0.79 ) $ (0.96 ) Diluted $ (0.65 ) $ (0.79 ) $ (0.96 ) |
Summary of Potential Common Shares Excluded from Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders | The following number of potential common shares at the end of each period were excluded from the calculation of diluted net loss per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented (in thousands): Year Ended December 31, 2016 2015 2014 RSUs 48,069 43,170 64,135 Warrants 24,329 24,329 24,329 Stock options 8,723 11,177 20,420 Shares subject to repurchase and others 6,637 9,146 9,335 |
Common Stock and Stockholders36
Common Stock and Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Summary of Restricted Stock Activity | The activities for the restricted common stock issued to employees for the year ended December 31, 2016 are summarized as follows (in thousands, except per share data): Weighted-Average Number of Grant-Date Fair Shares Value Per Share Unvested restricted common stock at December 31, 2015 4,540 $ 33.88 Granted 3,320 $ 16.63 Vested (2,371 ) $ 32.94 Canceled (392 ) $ 34.46 Unvested restricted common stock at December 31, 2016 5,097 $ 23.04 |
Summary of Stock Option Activity | A summary of stock option activity for the year ended December 31, 2016 is as follows (in thousands, except years and per share data): Options Outstanding Weighted- Weighted- Average Average Remaining Number of Exercise Contractual Life Aggregate Shares Price Per Share (in years) Intrinsic Value Outstanding at December 31, 2015 11,177 $ 6.55 5.86 $ 199,576 Options granted and assumed in connection with acquisitions 557 $ 3.23 Options exercised (2,864 ) $ 2.56 Options canceled (147 ) $ 3.50 Outstanding at December 31, 2016 8,723 $ 7.71 4.25 $ 98,240 Vested and expected to vest at December 31, 2016 (1) 8,147 $ 6.97 3.94 $ 94,712 Exercisable at December 31, 2016 6,962 $ 5.37 3.24 $ 85,916 (1) The expected to vest options are the result of applying pre-vesting forfeiture rate assumptions to unvested options outstanding. |
Summary of RSU Activity | The following table summarizes the activity related to the Company’s RSUs for the year ended December 31, 2016. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of each respective date (in thousands, except per share data): RSUs Outstanding Weighted- Average Grant- Date Fair Value Shares Per Share Unvested and outstanding at December 31, 2015 43,170 $ 32.46 Granted 51,231 $ 16.15 Vested (26,918 ) $ 23.70 Canceled (19,414 ) $ 25.88 Unvested and outstanding at December 31, 2016 48,069 $ 22.64 |
Compensation Expense Allocated | Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. Total stock-based compensation expense by function for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Cost of revenue $ 29,502 $ 40,705 $ 50,536 Research and development 335,498 401,537 360,726 Sales and marketing 160,935 156,904 157,263 General and administrative 89,298 82,972 63,072 Total stock-based compensation expense $ 615,233 $ 682,118 $ 631,597 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Summary of Domestic and Foreign Components of Pre-Tax Loss | The domestic and foreign components of pre-tax loss for the years ended December 31, 2016, 2015 and 2014 are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Domestic $ (237,325 ) $ (201,628 ) $ (164,854 ) Foreign (203,509 ) (331,677 ) (413,497 ) Loss before income taxes $ (440,834 ) $ (533,305 ) $ (578,351 ) |
Components of Provision (Benefit) for Income Taxes | The components of the provision (benefit) for income taxes for the years ended December 31, 2016, 2015 and 2014 are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ 1,087 $ — $ — State (143 ) 1,226 720 Foreign 19,870 14,625 8,358 Total current provision for income taxes 20,814 15,851 9,078 Deferred: Federal 293 (23,208 ) (8,972 ) State 17 (852 ) (128 ) Foreign (5,085 ) (4,065 ) (509 ) Total deferred benefit for income taxes (4,775 ) (28,125 ) (9,609 ) Provision (benefit) for income taxes $ 16,039 $ (12,274 ) $ (531 ) |
Schedule of Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate | The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the years ended December 31, 2016, 2015 and 2014: Year Ended December 31, 2016 2015 2014 Tax at federal statutory rate 35.0 % 35.0 % 35.0 % State taxes, net of federal benefit 0.0 (0.1 ) (0.1 ) Stock-based compensation (2.3 ) (2.9 ) (4.2 ) Research and development credits 6.6 7.2 25.2 Valuation Allowance (7.0 ) 3.1 (9.4 ) Nondeductible expenses (7.0 ) (5.6 ) (4.5 ) Foreign rate differential (19.5 ) (23.7 ) (26.4 ) Change in tax positions (9.5 ) (10.7 ) (15.9 ) Other 0.1 0.0 0.4 Effective tax rate (3.6 )% 2.3 % 0.1 % |
Schedule of Tax Effects of Temporary Differences and Related Deferred Tax Assets and Liabilities | The tax effects of temporary differences and related deferred tax assets and liabilities as of December 31, 2016 and 2015 are as follows (in thousands): December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 235,668 $ 242,987 Accruals and reserves 61,594 36,133 Stock-based compensation expense 64,136 80,106 Research and development credits 251,808 209,425 California Enterprise Zone Credit 12,266 11,710 Fixed assets and intangible assets 2,631 1,457 Other 11,980 7,059 Total deferred tax assets 640,083 588,877 Valuation allowance (439,993 ) (378,448 ) Total deferred tax assets, net of valuation allowance 200,090 210,429 Deferred tax liabilities: Fixed assets and intangible assets (168,223 ) (174,007 ) Convertible notes (24,303 ) (30,002 ) Other (1,612 ) (1,577 ) Total deferred tax liabilities (194,138 ) (205,586 ) Net deferred tax assets $ 5,952 $ 4,843 |
Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit | A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in thousands): Year Ended December 31, 2016 2015 2014 Balance at the beginning of the year $ 209,443 $ 182,484 $ 43,061 Additions related to prior year tax positions 3,682 1,820 — Reductions related to prior year tax positions — (45,305 ) (50 ) Additions related to current year tax positions 56,383 70,444 139,473 Balance at the end of the year $ 269,508 $ 209,443 $ 182,484 |
Summary of Unrecognized Tax Benefits Recorded in Balance Sheet | Total unrecognized tax benefits are recorded on the Company’s consolidated balance sheets as follows (in thousands): December 31, 2016 2015 Total unrecognized tax benefits balance $ 269,508 $ 209,443 Amounts netted against related deferred tax assets (263,696 ) (208,307 ) Unrecognized tax benefits recorded on consolidated balance sheets $ 5,812 $ 1,136 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Minimum Commitments and Sublease Income Under Non-Cancelable Capital and Operating Lease Agreements | A summary of gross lease commitments and sublease income as of December 31, 2016 is as follows (in thousands): Operating Sublease Capital Leases Income Leases Years ending December 31, 2017 $ 156,757 $ (24,101 ) $ 85,886 2018 148,157 (23,712 ) 45,984 2019 116,189 (16,577 ) 21,062 2020 90,664 (9,038 ) — 2021 57,937 (8,969 ) — Thereafter 163,315 — — $ 733,019 $ (82,397 ) 152,932 Less: Amounts representing interest 5,247 Total capital lease obligation 147,685 Less: Short-term portion 80,848 Long-term portion $ 66,837 |
Segment Information and Opera39
Segment Information and Operations by Geographic Area (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Revenue by Geography | Revenue by geography is based on the billing addresses of the customers. The following tables set forth revenue by services and revenue by geographic area (in thousands): Year Ended December 31, 2016 2015 2014 Revenue by services: Advertising services $ 2,248,052 $ 1,994,036 $ 1,255,688 Data licensing and other 281,567 223,996 147,314 Total revenue $ 2,529,619 $ 2,218,032 $ 1,403,002 Year Ended December 31, 2016 2015 2014 Revenue by geographic area: United States $ 1,564,776 $ 1,443,240 $ 945,720 International 964,843 774,792 457,282 Total revenue $ 2,529,619 $ 2,218,032 $ 1,403,002 |
Property and Equipment Net by Geographic Area | The following table sets forth property and equipment, net by geographic area (in thousands): December 31, December 31, 2016 2015 Property and equipment, net: United States $ 728,429 $ 683,176 International 55,472 52,123 Total property and equipment, net $ 783,901 $ 735,299 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring And Related Activities [Abstract] | |
Summary of Restructuring Charges and Related Liabilities | The following table summarizes the restructuring charges for the year ended December 31, 2016 and related liabilities as of December 31, 2016 (in thousands): 2016 Employee 2016 Termination Plan Lease Plan Charges $ 21,611 $ 79,685 Cash payment (11,629 ) (3,562 ) Non-cash and other adjustments (6,357 ) (19,577 ) Accrued as of December 31, 2016 $ 3,625 $ 56,546 Cost of revenue $ 13 $ 49,006 Research and development 4,246 11,693 Sales and marketing 17,310 13,072 General and administrative 42 5,914 Total costs incurred in 2016 $ 21,611 $ 79,685 Reflected in consolidated balance sheets: (1) Accrued and other current liabilities $ 3,625 $ 52,317 Other long-term liabilities $ — $ 4,229 (1) |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Significant Accounting Policies [Line Items] | |||
Capital lease obligations included in short-term and long-term | $ 147,700,000 | $ 147,900,000 | |
Interest expense in relation to capital lease arrangements. | 5,500,000 | 8,800,000 | $ 10,200,000 |
Interest earned on cash, cash equivalent and marketable securities | 24,300,000 | 9,100,000 | 1,900,000 |
Capitalized interest expenses | 4,300,000 | 5,000,000 | 0 |
Impairment charges on goodwill | 0 | ||
Impairment charges on intangible assets | 0 | ||
Software developing program costs capitalized | $ 139,000,000 | 92,800,000 | 79,500,000 |
Percent likelihood for tax benefit amounts to be realized upon settlement | 50.00% | ||
Advertising expense | $ 114,300,000 | 119,700,000 | 46,600,000 |
Cost of Revenue | |||
Significant Accounting Policies [Line Items] | |||
Amortization of capitalized costs | 74,600,000 | 37,800,000 | 15,200,000 |
Internal Use Software and Website Development Costs | |||
Significant Accounting Policies [Line Items] | |||
Share-based compensation, capitalized amount | $ 73,900,000 | $ 50,300,000 | $ 40,800,000 |
Customer Concentration Risk | Accounts Receivable | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% | |
Customer Concentration Risk | Revenue | |||
Significant Accounting Policies [Line Items] | |||
Concentration risk percentage | 10.00% | 10.00% | 10.00% |
Prepaid Expenses and Other Current Assets | |||
Significant Accounting Policies [Line Items] | |||
Restricted Cash Balances | $ 9,400,000 | $ 3,000,000 | |
Other assets | |||
Significant Accounting Policies [Line Items] | |||
Restricted Cash Balances | $ 29,600,000 | $ 31,100,000 | |
Maximum | |||
Significant Accounting Policies [Line Items] | |||
Capital leases term | 4 years | ||
Intangible assets, estimated useful lives | 11 years | ||
Maximum | Internal Use Software and Website Development Costs | |||
Significant Accounting Policies [Line Items] | |||
Estimated Useful Life | 4 years | ||
Minimum | |||
Significant Accounting Policies [Line Items] | |||
Capital leases term | 3 years | ||
Minimum | Internal Use Software and Website Development Costs | |||
Significant Accounting Policies [Line Items] | |||
Estimated Useful Life | 1 year | ||
Employee Stock Options | |||
Significant Accounting Policies [Line Items] | |||
Stock-based compensation expense, dividend yield | 0.00% | ||
Performance Condition Awards | |||
Significant Accounting Policies [Line Items] | |||
Vesting condition period | 1 year | ||
Service Condition Awards | |||
Significant Accounting Policies [Line Items] | |||
Vesting condition period | 4 years |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2016 | |
Computer Hardware, Networking Equipment and Office Equipment | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Computer Hardware, Networking Equipment and Office Equipment | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Computer Software | Minimum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 1 year |
Computer Software | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 4 years |
Furniture and Fixtures | Maximum | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Leasehold Improvements | |
Property Plant And Equipment [Line Items] | |
Estimated Useful Life | Lesser of estimated useful life or remaining lease term |
Cash, Cash Equivalents and Sh43
Cash, Cash Equivalents and Short-term Investments - Cash, Cash and Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Cash and cash equivalents: | ||||
Cash | $ 253,808 | $ 300,363 | ||
Cash and cash equivalents | 988,598 | 911,471 | $ 1,510,724 | $ 841,010 |
Short-term investments: | ||||
Short-term investments | 2,785,981 | 2,583,877 | ||
Money Market Funds | ||||
Cash and cash equivalents: | ||||
Cash and cash equivalents | 422,515 | 141,700 | ||
U.S. Government and Agency Securities Including Treasury Bills | ||||
Cash and cash equivalents: | ||||
Cash and cash equivalents | 12,639 | |||
Short-term investments: | ||||
Short-term investments | 1,183,768 | 1,156,418 | ||
Corporate Notes, Commercial Paper and Certificates of Deposit | ||||
Cash and cash equivalents: | ||||
Cash and cash equivalents | 299,636 | 469,408 | ||
Short-term investments: | ||||
Short-term investments | $ 1,602,213 | $ 1,427,459 |
Cash, Cash Equivalents and Sh44
Cash, Cash Equivalents and Short-term Investments - Summary of Unrealized Gains and Losses Related to Available-for-Sale Securities Classified as Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | $ 2,788,322 | $ 2,587,853 |
Gross Unrealized Gains | 250 | 27 |
Gross Unrealized Losses | (2,591) | (4,003) |
Aggregated Estimated Fair Value | 2,785,981 | 2,583,877 |
U.S. Government and Agency Securities Including Treasury Bills | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | 1,185,274 | 1,158,479 |
Gross Unrealized Gains | 136 | 6 |
Gross Unrealized Losses | (1,642) | (2,067) |
Aggregated Estimated Fair Value | 1,183,768 | 1,156,418 |
Corporate Notes, Commercial Paper and Certificates of Deposit | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Gross Amortized Costs | 1,603,048 | 1,429,374 |
Gross Unrealized Gains | 114 | 21 |
Gross Unrealized Losses | (949) | (1,936) |
Aggregated Estimated Fair Value | $ 1,602,213 | $ 1,427,459 |
Cash, Cash Equivalents and Sh45
Cash, Cash Equivalents and Short-term Investments - Contractual Maturities of Securities Classified as Available-for-Sale (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Cash And Cash Equivalents And Marketable Securities [Abstract] | ||
Due within one year | $ 1,990,083 | |
Due after one year through two years | 795,898 | |
Total | $ 2,785,981 | $ 2,583,877 |
Cash, Cash Equivalents and Sh46
Cash, Cash Equivalents and Short-term Investments - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Investments Debt And Equity Securities [Abstract] | ||
Securities continuous loss position for 12 months or longer | $ 0 | |
Impairment loss on securities | $ 0 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | $ 2,785,981 | $ 2,583,877 |
Other current assets | 1,955 | 6,804 |
Other current liabilities | 500 | 3,005 |
Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 3,522,726 | 3,201,789 |
Total | 500 | 3,005 |
Fair Value, Measurements, Recurring | Agency Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 526,266 | 589,297 |
Fair Value, Measurements, Recurring | Money Market Funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 422,515 | 141,700 |
Fair Value, Measurements, Recurring | Treasury Bills | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 12,639 | |
Short-term investments | 29,953 | |
Fair Value, Measurements, Recurring | Corporate Notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 7,387 | |
Short-term investments | 689,986 | 693,593 |
Fair Value, Measurements, Recurring | Commercial Paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 292,249 | 419,110 |
Short-term investments | 311,238 | 229,965 |
Fair Value, Measurements, Recurring | US Government Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 657,502 | 537,168 |
Fair Value, Measurements, Recurring | Certificates of Deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 50,298 | |
Short-term investments | 600,989 | 503,901 |
Fair Value, Measurements, Recurring | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 1,955 | 6,804 |
Other current liabilities | 500 | 3,005 |
Level 1 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 435,154 | 171,653 |
Level 1 | Fair Value, Measurements, Recurring | Money Market Funds | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 422,515 | 141,700 |
Level 1 | Fair Value, Measurements, Recurring | Treasury Bills | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 12,639 | |
Short-term investments | 29,953 | |
Level 2 | Fair Value, Measurements, Recurring | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Total | 3,087,572 | 3,030,136 |
Total | 500 | 3,005 |
Level 2 | Fair Value, Measurements, Recurring | Agency Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 526,266 | 589,297 |
Level 2 | Fair Value, Measurements, Recurring | Corporate Notes | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 7,387 | |
Short-term investments | 689,986 | 693,593 |
Level 2 | Fair Value, Measurements, Recurring | Commercial Paper | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 292,249 | 419,110 |
Short-term investments | 311,238 | 229,965 |
Level 2 | Fair Value, Measurements, Recurring | US Government Securities | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Short-term investments | 657,502 | 537,168 |
Level 2 | Fair Value, Measurements, Recurring | Certificates of Deposit | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Cash equivalents | 50,298 | |
Short-term investments | 600,989 | 503,901 |
Level 2 | Fair Value, Measurements, Recurring | Foreign currency contracts | ||
Fair Value, Net Asset (Liability) [Abstract] | ||
Other current assets | 1,955 | 6,804 |
Other current liabilities | $ 500 | $ 3,005 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Notional principal of foreign currency contracts outstanding | $ 536,900 | $ 522,400 | ||
Net gain (losses) on foreign currency contracts | 1,600 | 400 | ||
Convertible Notes | Senior Notes Due 2019 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Debt instrument, principal amount | $ 935,000 | 935,000 | $ 935,000 | $ 900,000 |
Debt Instrument, percentage | 0.25% | 0.25% | ||
Debt Instrument, due date | 2,019 | |||
Convertible Notes | Senior Notes Due 2021 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Debt instrument, principal amount | $ 954,000 | $ 954,000 | $ 954,000 | $ 900,000 |
Debt Instrument, percentage | 1.00% | 1.00% | ||
Debt Instrument, due date | 2,021 | |||
Level 2 | Convertible Notes | Senior Notes Due 2019 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Estimated fair value of notes based on a market approach | $ 879,000 | |||
Level 2 | Convertible Notes | Senior Notes Due 2021 | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Estimated fair value of notes based on a market approach | $ 880,400 |
Fair Value Measurements - Sch49
Fair Value Measurements - Schedule of Fair Values of Outstanding Derivative Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets | ||
Foreign currency contracts not designated as hedging instruments | $ 1,955 | $ 6,804 |
Liabilities | ||
Foreign currency contracts not designated as hedging instruments | 500 | 3,005 |
Total fair value of derivative instruments | $ 1,455 | $ 3,799 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property and equipment, net | ||
Property and equipment, gross | $ 1,641,828 | $ 1,314,009 |
Less: Accumulated depreciation and amortization | (857,927) | (578,710) |
Property and equipment, net | 783,901 | 735,299 |
Equipment | ||
Property and equipment, net | ||
Property and equipment, gross | 909,797 | 720,421 |
Furniture and Leasehold Improvements | ||
Property and equipment, net | ||
Property and equipment, gross | 304,613 | 297,274 |
Capitalized Software | ||
Property and equipment, net | ||
Property and equipment, gross | 353,163 | 211,241 |
Construction in Progress | ||
Property and equipment, net | ||
Property and equipment, gross | $ 74,255 | $ 85,073 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 332.8 | $ 257.2 | $ 171.6 |
Computer Hardware, Networking Equipment and Office Equipment | |||
Property Plant And Equipment [Line Items] | |||
Gross carrying amount of property and equipment | 361.1 | 370.3 | |
Accumulated depreciation of the equipment | 207 | 226.9 | |
Depreciation expense | $ 100.8 | $ 118.7 | $ 108.7 |
Goodwill and Intangible Asset52
Goodwill and Intangible Assets - Schedule of Goodwill Activities (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Goodwill | ||||
Beginning balance | $ 1,122,728 | $ 622,570 | ||
Acquisitions | 74,186 | |||
Foreign currency translation adjustment | (11,599) | (1,029) | ||
Ending balance | 1,185,315 | 1,122,728 | $ 622,570 | |
TellApart Inc | ||||
Goodwill | ||||
Acquisitions | $ 395,000 | 394,989 | ||
Other acquisitions | ||||
Goodwill | ||||
Acquisitions | $ 74,200 | $ 106,198 | $ 155,100 |
Goodwill and Intangible Asset53
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Finite Lived Intangible Assets [Line Items] | |||
Impairment charges on goodwill | $ 0 | ||
Amortization of intangible assets | 69,300,000 | $ 54,700,000 | $ 36,600,000 |
Fully amortized finite lived intangible assets | $ 59,500,000 | ||
Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful lives | 11 years | ||
Patents and Developed Technologies | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful lives | 11 years | ||
Publisher and Advertiser Relationships | Minimum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful lives | 2 years | ||
Publisher and Advertiser Relationships | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful lives | 5 years | ||
Assembled Workforce and Other Intangible Assets | Minimum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful lives | 1 year | ||
Assembled Workforce and Other Intangible Assets | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Intangible assets, estimated useful lives | 4 years |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 175,711 | $ 211,804 |
Accumulated Amortization | (80,377) | (70,789) |
Net Carrying Value | 95,334 | 141,015 |
Patents and Developed Technologies | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 122,611 | 132,444 |
Accumulated Amortization | (47,160) | (43,991) |
Net Carrying Value | 75,451 | 88,453 |
Publisher and Advertiser Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 53,100 | 75,300 |
Accumulated Amortization | (33,217) | (23,803) |
Net Carrying Value | $ 19,883 | 51,497 |
Assembled Workforce | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 1,960 | |
Accumulated Amortization | (1,714) | |
Net Carrying Value | 246 | |
Other Intangible Assets | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | 2,100 | |
Accumulated Amortization | (1,281) | |
Net Carrying Value | $ 819 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets - Schedule of Estimated Future Amortization Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 43,810 | |
2,018 | 18,855 | |
2,019 | 8,796 | |
2,020 | 6,523 | |
2,021 | 6,126 | |
Thereafter | 11,224 | |
Net Carrying Value | $ 95,334 | $ 141,015 |
Accrued and Other Current Lia56
Accrued and Other Current Liabilities - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Accrued compensation | $ 82,354 | $ 90,906 |
Accrued restructuring | 55,942 | 396 |
Accrued publisher, content and ad network costs | 44,362 | 23,486 |
Deferred revenue | 33,659 | 23,674 |
Accrued tax liabilities | 29,558 | 25,880 |
Accrued sales and marketing expenses | 22,431 | 27,948 |
Accrued other | 112,631 | 91,502 |
Total | $ 380,937 | $ 283,792 |
Acquisitions and Other Invest57
Acquisitions and Other Investments -2016 Acquisitions - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | |||
Goodwill acquired | $ 74,186 | ||
Maximum | |||
Business Acquisition [Line Items] | |||
Intangible assets, estimated useful lives | 11 years | ||
Other acquisitions | |||
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred | $ 91,400 | $ 118,900 | $ 188,100 |
Business acquisition, common stock issued | 1,300 | 60,100 | 121,200 |
Business acquisition, purchase price cash consideration | 90,100 | 58,800 | 66,900 |
Net cash acquired | 5,000 | ||
Acquisition purchase price allocated to assets | 200 | 3,200 | 6,500 |
Acquisition purchase price allocated to deferred tax liability | 2,400 | 3,400 | 3,200 |
Goodwill acquired | 74,200 | 106,198 | 155,100 |
Business acquisition, goodwill expected tax deductible amount | 63,800 | 4,100 | 21,900 |
Other acquisitions | Developed Technology Rights | |||
Business Acquisition [Line Items] | |||
Acquisition purchase price allocated to finite lived intangible assets | $ 14,400 | $ 12,900 | $ 28,100 |
Other acquisitions | Developed Technology Rights | Maximum | |||
Business Acquisition [Line Items] | |||
Intangible assets, estimated useful lives | 24 months | 60 months | 48 months |
Acquisitions and Other Invest58
Acquisitions and Other Investments -2015 Acquisitions - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | ||
May 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Goodwill acquired | $ 74,186 | |||
Fair value of contingent payment | $ 102,900 | $ 97,700 | ||
Maximum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, estimated useful lives | 11 years | |||
TellApart Inc | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, purchase price cash consideration | $ 22,600 | |||
Business acquisition, common stock issued | 12.2 | |||
Business acquisition, assumed common shares / stock options | 1.2 | |||
Business Combination, Consideration Transferred | $ 479,100 | |||
Business acquisition, common stock issued | 456,500 | |||
Acquisition purchase price allocated to cash | 29,600 | |||
Account receivables | 19,700 | |||
Other tangible assets | 2,200 | |||
Acquisition purchase price allocated to liability | 11,800 | |||
Acquisition purchase price allocated to deferred tax liability | 22,400 | |||
Goodwill acquired | 395,000 | $ 394,989 | ||
TellApart Inc | Developed Technology Rights | ||||
Business Acquisition [Line Items] | ||||
Acquisition purchase price allocated to finite lived intangible assets | 21,400 | |||
TellApart Inc | Developed Technology Rights | Minimum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, estimated useful lives | 12 months | |||
TellApart Inc | Developed Technology Rights | Maximum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, estimated useful lives | 72 months | |||
TellApart Inc | Advertiser Relationships | ||||
Business Acquisition [Line Items] | ||||
Acquisition purchase price allocated to finite lived intangible assets | 43,300 | |||
TellApart Inc | Advertiser Relationships | Minimum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, estimated useful lives | 12 months | |||
TellApart Inc | Advertiser Relationships | Maximum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, estimated useful lives | 72 months | |||
TellApart Inc | Trade Name | ||||
Business Acquisition [Line Items] | ||||
Acquisition purchase price allocated to finite lived intangible assets | $ 2,100 | |||
TellApart Inc | Trade Name | Minimum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, estimated useful lives | 12 months | |||
TellApart Inc | Trade Name | Maximum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, estimated useful lives | 72 months | |||
TellApart Inc | Stock Options | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, assumed common shares / stock options | 1.3 | |||
Other acquisitions | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, purchase price cash consideration | $ 90,100 | $ 58,800 | 66,900 | |
Business Combination, Consideration Transferred | 91,400 | 118,900 | 188,100 | |
Business acquisition, common stock issued | 1,300 | 60,100 | 121,200 | |
Acquisition purchase price allocated to cash | 5,000 | |||
Acquisition purchase price allocated to deferred tax liability | 2,400 | 3,400 | 3,200 | |
Goodwill acquired | 74,200 | 106,198 | 155,100 | |
Acquisition purchase price allocated to assets | 200 | 3,200 | 6,500 | |
Business acquisition, goodwill expected tax deductible amount | 63,800 | 4,100 | 21,900 | |
Other acquisitions | Developed Technology Rights | ||||
Business Acquisition [Line Items] | ||||
Acquisition purchase price allocated to finite lived intangible assets | $ 14,400 | $ 12,900 | $ 28,100 | |
Other acquisitions | Developed Technology Rights | Minimum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, estimated useful lives | 12 months | 12 months | ||
Other acquisitions | Developed Technology Rights | Maximum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, estimated useful lives | 24 months | 60 months | 48 months | |
All Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Equity compensation service period | 48 months | |||
All Acquisitions | Employee Stock Options | ||||
Business Acquisition [Line Items] | ||||
Equity compensation service period | 45 months | 48 months | ||
Unrecognized share-based compensation expense | $ 37,200 |
Acquisitions and Other Invest59
Acquisitions and Other Investments -2014 Acquisitions - Additional Information (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | ||
May 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Goodwill acquired | $ 74,186 | |||
Fair value of contingent payment | $ 102,900 | $ 97,700 | ||
Unrecognized share-based compensation expense | $ 844,000 | |||
Maximum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, estimated useful lives | 11 years | |||
Gnip Inc | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, purchase price cash consideration | $ 107,300 | |||
Business acquisition, common stock issued | 0.6 | |||
Business acquisition, assumed common shares / stock options | 0.4 | |||
Business Combination, Consideration Transferred | $ 134,100 | |||
Acquisition purchase price allocated to liability | 5,800 | |||
Acquisition purchase price allocated to deferred tax liability | 6,400 | |||
Goodwill acquired | 104,700 | |||
Acquisition purchase price allocated to assets | 9,100 | |||
Gnip Inc | Developed Technology Rights | ||||
Business Acquisition [Line Items] | ||||
Acquisition purchase price allocated to finite lived intangible assets | 23,200 | |||
Intangible assets, estimated useful lives | 60 months | |||
Gnip Inc | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Acquisition purchase price allocated to finite lived intangible assets | $ 9,300 | |||
Intangible assets, estimated useful lives | 60 months | |||
Other acquisitions | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, purchase price cash consideration | $ 90,100 | 58,800 | $ 66,900 | |
Business Combination, Consideration Transferred | 91,400 | 118,900 | 188,100 | |
Acquisition purchase price allocated to deferred tax liability | 2,400 | 3,400 | 3,200 | |
Goodwill acquired | 74,200 | 106,198 | 155,100 | |
Acquisition purchase price allocated to assets | 200 | 3,200 | 6,500 | |
Business acquisition, common stock issued | 1,300 | 60,100 | 121,200 | |
Business acquisition, goodwill expected tax deductible amount | 63,800 | 4,100 | 21,900 | |
Other acquisitions | Developed Technology Rights | ||||
Business Acquisition [Line Items] | ||||
Acquisition purchase price allocated to finite lived intangible assets | $ 14,400 | $ 12,900 | $ 28,100 | |
Other acquisitions | Developed Technology Rights | Minimum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, estimated useful lives | 12 months | 12 months | ||
Other acquisitions | Developed Technology Rights | Maximum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, estimated useful lives | 24 months | 60 months | 48 months | |
Other acquisitions | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Acquisition purchase price allocated to finite lived intangible assets | $ 1,600 | |||
Other acquisitions | Customer Relationships | Minimum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, estimated useful lives | 12 months | |||
Other acquisitions | Customer Relationships | Maximum | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, estimated useful lives | 48 months | |||
All Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Equity compensation service period | 48 months | |||
All Acquisitions | Employee Stock Options | ||||
Business Acquisition [Line Items] | ||||
Equity compensation service period | 45 months | 48 months | ||
Unrecognized share-based compensation expense | $ 16,900 |
Acquisitions and Other Invest60
Acquisitions and Other Investments - Investments in Privately-Held Companies - Additional Information (Details) - USD ($) $ in Millions | Dec. 30, 2016 | Dec. 30, 2015 |
Schedule Of Investments [Abstract] | ||
Cost method investments | $ 90.2 | $ 14.2 |
Convertible Notes - Additional
Convertible Notes - Additional Information (Details) $ / shares in Units, shares in Millions | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2014USD ($) | Dec. 31, 2016USD ($)d$ / shares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)$ / sharesshares | Sep. 30, 2014USD ($) | ||
Debt Instrument [Line Items] | ||||||
Conversion Price | $ / shares | $ 77.64 | |||||
Amortization of discount on convertible notes | $ 74,660,000 | $ 69,185,000 | $ 18,823,000 | |||
Convertible notes | $ 1,538,967,000 | 1,455,095,000 | ||||
Purchases of convertible note hedges | 407,169,000 | |||||
Exercise price of the warrants | $ / shares | $ 105.28 | |||||
Proceeds from issuance of warrants | 289,272,000 | |||||
Convertible Notes | ||||||
Debt Instrument [Line Items] | ||||||
Initial purchasers' discount | 28,300,000 | |||||
Debt issuance costs | 500,000 | |||||
Proceeds from offerings, net of transaction costs | 1,860,000,000 | |||||
Debt Instrument, frequency of periodic payment | semi-annually | |||||
Debt Instrument, date of first required payment | Mar. 15, 2015 | |||||
Debt Instrument Payment Terms | The interest rates are fixed at 0.25% and 1.00% per annum and are payable semi-annually in arrears on March 15 and September 15 of each year, commencing on March 15, 2015. | |||||
Amortization of debt discount allocated to interest expense | $ 4,900,000 | 5,100,000 | 1,400,000 | |||
Coupon interest expense | $ 11,900,000 | 11,900,000 | 3,300,000 | |||
Price percentage for repurchase of notes if repurchase option is elected | 100.00% | |||||
Equity component of the convertible note issuance, net | 100,000 | |||||
Amortization of discount on convertible notes | $ 400,000 | |||||
Number of shares authorized for repurchase under hedge agreement | shares | 24.3 | |||||
Exercise price of the option to repurchase stock | $ / shares | $ 77.64 | |||||
Purchases of convertible note hedges | $ 407,200,000 | |||||
Number of warrants issued | shares | 24.3 | |||||
Exercise price of the warrants | $ / shares | $ 105.28 | |||||
Proceeds from issuance of warrants | $ 289,300,000 | |||||
Convertible Notes | Interest Expense | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of discount on convertible notes | $ 79,000,000 | 74,200,000 | 18,800,000 | |||
Convertible Notes | Scenario One | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt instrument, consecutive trading days threshold | 30 days | |||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 130.00% | |||||
Convertible Notes | Scenario One | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt instrument, trading days threshold | d | 20 | |||||
Convertible Notes | Scenario Two | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt instrument, trading days threshold | d | 5 | |||||
Convertible debt instrument, consecutive trading days threshold | 5 days | |||||
Convertible debt instrument, percentage of conversion price to trigger conversion to common stock | 98.00% | |||||
Convertible Notes | Common Stock | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, conversion principal amount | $ 1,000 | |||||
Debt Instrument, conversion ratio | 12.8793 | |||||
Conversion Price | $ / shares | $ 77.64 | |||||
Debt Instrument, terms of conversion | Each $1,000 of principal of these Notes will initially be convertible into 12.8793 shares of the Company’s common stock, which is equivalent to an initial conversion price of approximately $77.64 per share, subject to adjustment upon the occurrence of specified events. | |||||
Convertible Notes | Senior Notes Due 2019 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 935,000,000 | 935,000,000 | $ 935,000,000 | $ 900,000,000 | ||
Proceeds from Issuance of Debt | $ 35,000,000 | |||||
Initial purchasers' discount | [1] | $ 136,376,000 | 181,994,000 | |||
Debt Instrument, percentage | 0.25% | 0.25% | ||||
Debt Instrument, conversion earliest date | Mar. 15, 2019 | |||||
Carrying amount of the equity component | [2] | $ 222,826,000 | 222,826,000 | |||
Effective interest rate for amortization to interest expense | 5.75% | |||||
Convertible notes | $ 798,624,000 | 753,006,000 | ||||
Remaining period for convertible debt | 32 months | |||||
Convertible Notes | Senior Notes Due 2021 | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, principal amount | $ 954,000,000 | 954,000,000 | $ 954,000,000 | $ 900,000,000 | ||
Proceeds from Issuance of Debt | $ 54,000,000 | |||||
Initial purchasers' discount | [1] | $ 213,657,000 | 251,911,000 | |||
Debt Instrument, percentage | 1.00% | 1.00% | ||||
Debt Instrument, conversion earliest date | Mar. 15, 2021 | |||||
Carrying amount of the equity component | [2] | $ 283,283,000 | 283,283,000 | |||
Effective interest rate for amortization to interest expense | 6.25% | |||||
Convertible notes | $ 740,343,000 | $ 702,089,000 | ||||
Remaining period for convertible debt | 56 months | |||||
[1] | Included in the consolidated balance sheets within convertible notes and amortized over the remaining lives of the Notes. | |||||
[2] | Included in the consolidated balance sheets within additional paid-in capital. |
Convertible Notes - Components
Convertible Notes - Components of Notes (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | |
Principal amounts: | |||||
Net carrying amount | $ 1,538,967 | $ 1,455,095 | |||
Convertible Notes | |||||
Principal amounts: | |||||
Unamortized initial purchasers' discount and debt discount | $ (28,300) | ||||
Convertible Notes | Senior Notes Due 2019 | |||||
Principal amounts: | |||||
Debt instrument, principal amount | 935,000 | 935,000 | 935,000 | $ 900,000 | |
Unamortized initial purchasers' discount and debt discount | [1] | (136,376) | (181,994) | ||
Net carrying amount | 798,624 | 753,006 | |||
Carrying amount of the equity component | [2] | 222,826 | 222,826 | ||
Convertible Notes | Senior Notes Due 2021 | |||||
Principal amounts: | |||||
Debt instrument, principal amount | 954,000 | 954,000 | $ 954,000 | $ 900,000 | |
Unamortized initial purchasers' discount and debt discount | [1] | (213,657) | (251,911) | ||
Net carrying amount | 740,343 | 702,089 | |||
Carrying amount of the equity component | [2] | $ 283,283 | $ 283,283 | ||
[1] | Included in the consolidated balance sheets within convertible notes and amortized over the remaining lives of the Notes. | ||||
[2] | Included in the consolidated balance sheets within additional paid-in capital. |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (456,873) | $ (521,031) | $ (577,820) |
Basic shares: | |||
Weighted-average common shares outstanding | 708,010 | 670,132 | 613,944 |
Weighted-average restricted stock subject to repurchase | (5,875) | (7,708) | (8,954) |
Weighted-average shares used to compute basic net loss per share | 702,135 | 662,424 | 604,990 |
Diluted shares: | |||
Weighted-average shares used to compute diluted net loss per share | 702,135 | 662,424 | 604,990 |
Net loss per share attributable to common stockholders: | |||
Basic | $ (0.65) | $ (0.79) | $ (0.96) |
Diluted | $ (0.65) | $ (0.79) | $ (0.96) |
Net Loss Per Share - Summary of
Net Loss Per Share - Summary of Potential Common Shares Excluded from Calculation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
RSUs | |||
Earnings Per Share Basic [Line Items] | |||
Anti-dilutive securities excluded from the computation of diluted net income per share | 48,069 | 43,170 | 64,135 |
Warrants | |||
Earnings Per Share Basic [Line Items] | |||
Anti-dilutive securities excluded from the computation of diluted net income per share | 24,329 | 24,329 | 24,329 |
Stock Options | |||
Earnings Per Share Basic [Line Items] | |||
Anti-dilutive securities excluded from the computation of diluted net income per share | 8,723 | 11,177 | 20,420 |
Restricted Common Stock and Others | |||
Earnings Per Share Basic [Line Items] | |||
Anti-dilutive securities excluded from the computation of diluted net income per share | 6,637 | 9,146 | 9,335 |
Net Loss Per Share - Additional
Net Loss Per Share - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Earnings Per Share [Abstract] | |
Conversion Price | $ 77.64 |
Conversion spread will have a dilutive impact on diluted net income per share of common stock | shares | 24,300,000 |
Exercise price of the warrants | $ 105.28 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Features Of Convertible Preferred Stock [Abstract] | ||
Convertible preferred stock terms of conversion | Each share of preferred stock was convertible to one share of common stock. Upon the closing of the Company’s initial public offering on November 13, 2013 | |
Preferred stock, shares authorized | 200,000,000 | 200,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock and Stockholders67
Common Stock and Stockholders' Equity - Additional Information (Details) - USD ($) | Nov. 07, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | May 25, 2016 | Oct. 22, 2015 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock, shares authorized | 5,000,000,000 | 5,000,000,000 | ||||
Common stock, par value | $ 0.000005 | $ 0.000005 | ||||
Voting rights | Each share of common stock is entitled to one vote | |||||
Dividends declared | $ 0 | |||||
Options granted expire years | 10 years | |||||
Issuance of common stock upon purchases under employee stock purchase plan, shares | 2,000,000 | 1,500,000 | ||||
Employee stock purchase plan (ESOP), weighted average purchase price of shares purchased | $ 11.98 | $ 25.78 | ||||
Incremental Share-based compensation cost | $ 0 | $ 0 | $ 32,600,000 | |||
Unamortized stock-based compensation expense related to unvested awards | $ 844,000,000 | |||||
Unrecognized share-based compensation expense, weighted average recognition period | 2 years 2 months 5 days | |||||
Internal Use Software and Website Development Costs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation, capitalized amount | $ 73,900,000 | $ 50,300,000 | 40,800,000 | |||
Jack Dorsey Trust | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares given back and contributed by Chief Executive Officer | 6,814,085 | |||||
2013 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares initially reserved | 68,300,000 | |||||
Number of shares available for issuance | 60,000,000 | |||||
Outstanding shares of common stock percentage | 5.00% | |||||
Stock options and restricted stock units outstanding | 46,300,000 | |||||
Common stock, reserved for future issuance | 123,000,000 | |||||
2007 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options and restricted stock units outstanding | 9,100,000 | |||||
Shares issued during the period | 0 | |||||
2016 Equity Incentive Plan | Jack Dorsey Trust | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares given back and contributed by Chief Executive Officer | 6,814,085 | |||||
2013 Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares available for issuance | 11,300,000 | |||||
Outstanding shares of common stock percentage | 1.00% | |||||
Company's common stock at a discount through payroll deductions | 15.00% | |||||
Lower fair market value of common stock on the first trading day | 85.00% | |||||
All Acquisitions | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Equity compensation service period | 48 months | |||||
Restricted Common Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of Shares, granted | 3,320,000 | |||||
Weighted Average Grant Date Fair Value Per Share, Granted | $ 16.63 | |||||
Employee Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options exercised, intrinsic value | $ 41,400,000 | $ 337,200,000 | $ 872,800,000 | |||
Employee Stock Options | All Acquisitions | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Equity compensation service period | 45 months | 48 months | ||||
Unamortized stock-based compensation expense related to unvested awards | $ 16,900,000 | |||||
PRSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | |||||
Percentage of shares ultimately vest form annual target amount | 70.00% | |||||
Number of Shares, granted | 165,833 | |||||
Shares granted at target level | 100.00% | |||||
Weighted Average Grant Date Fair Value Per Share, Granted | $ 17.90 | |||||
Additional number of shares, granted | 1,687,833 | |||||
Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of Shares, granted | 51,231,000 | |||||
Weighted Average Grant Date Fair Value Per Share, Granted | $ 16.15 | |||||
Fair value of restricted stock units vested | $ 466,400,000 | $ 849,800,000 | ||||
Maximum | 2016 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares initially reserved | 6,814,085 | |||||
Maximum | Restricted Common Stock | All Acquisitions | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Equity compensation service period | 4 years |
Common Stock and Stockholders68
Common Stock and Stockholders' Equity - Summary of Restricted Stock Activity (Details) - Restricted Common Stock shares in Thousands | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Unvested Shares, beginning of period | shares | 4,540 |
Number of Shares, granted | shares | 3,320 |
Number of Shares, vested | shares | (2,371) |
Number of Shares, Canceled | shares | (392) |
Number of Unvested Shares, end of period | shares | 5,097 |
Weighted Average Grant Date Fair Value Per Share, beginning of period | $ / shares | $ 33.88 |
Weighted Average Grant Date Fair Value Per Share, Granted | $ / shares | 16.63 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 32.94 |
Weighted Average Grant Date Fair Value Per Share, Canceled | $ / shares | 34.46 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ / shares | $ 23.04 |
Common Stock and Stockholders69
Common Stock and Stockholders' Equity - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Options Outstanding - Number of Shares | ||
Outstanding at beginning of period | 11,177 | |
Options granted and assumed in connection with acquisitions | 557 | |
Options exercised | (2,864) | |
Options canceled | (147) | |
Outstanding at end of period | 8,723 | 11,177 |
Vested and expected to vest at end of period | 8,147 | |
Exercisable at end of period | 6,962 | |
Options Outstanding - Weighted-Average Exercise Price Per Share | ||
Outstanding at beginning of period | $ 6.55 | |
Options granted and assumed in connection with acquisitions | 3.23 | |
Options exercised | 2.56 | |
Options canceled | 3.50 | |
Outstanding at end of period | 7.71 | $ 6.55 |
Vested and expected to vest at end of period | 6.97 | |
Exercisable at end of period | $ 5.37 | |
Options Outstanding - Weighted-Average Remaining Contractual Life | ||
Outstanding | 4 years 3 months | 5 years 10 months 10 days |
Vested and expected to vest at end of period | 3 years 11 months 9 days | |
Exercisable at end of period | 3 years 2 months 27 days | |
Options Outstanding - Aggregate Intrinsic Value | ||
Outstanding | $ 98,240 | $ 199,576 |
Vested and expected to vest at end of period | 94,712 | |
Exercisable at end of period | $ 85,916 |
Common Stock and Stockholders70
Common Stock and Stockholders' Equity - Summary of RSU Activity (Details) - RSUs shares in Thousands | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Unvested Shares, beginning of period | shares | 43,170 |
Number of Shares, granted | shares | 51,231 |
Number of Shares, vested | shares | (26,918) |
Number of Shares, Canceled | shares | (19,414) |
Number of Unvested Shares, end of period | shares | 48,069 |
Weighted Average Grant Date Fair Value Per Share, beginning of period | $ / shares | $ 32.46 |
Weighted Average Grant Date Fair Value Per Share, Granted | $ / shares | 16.15 |
Weighted Average Grant Date Fair Value Per Share, Vested | $ / shares | 23.70 |
Weighted Average Grant Date Fair Value Per Share, Canceled | $ / shares | 25.88 |
Weighted Average Grant Date Fair Value Per Share, end of period | $ / shares | $ 22.64 |
Common Stock and Stockholders71
Common Stock and Stockholders' Equity - Compensation Expense Allocated (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 615,233 | $ 682,118 | $ 631,597 |
Cost of Revenue | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 29,502 | 40,705 | 50,536 |
Research and Development | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 335,498 | 401,537 | 360,726 |
Sales and Marketing | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | 160,935 | 156,904 | 157,263 |
General and Administrative | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 89,298 | $ 82,972 | $ 63,072 |
Income Taxes - Summary of Domes
Income Taxes - Summary of Domestic and Foreign Components of Pre-Tax Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (237,325) | $ (201,628) | $ (164,854) |
Foreign | (203,509) | (331,677) | (413,497) |
Loss before income taxes | $ (440,834) | $ (533,305) | $ (578,351) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision (Benefit) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 1,087 | ||
State | (143) | $ 1,226 | $ 720 |
Foreign | 19,870 | 14,625 | 8,358 |
Total current provision for income taxes | 20,814 | 15,851 | 9,078 |
Deferred: | |||
Federal | 293 | (23,208) | (8,972) |
State | 17 | (852) | (128) |
Foreign | (5,085) | (4,065) | (509) |
Total deferred benefit for income taxes | (4,775) | (28,125) | (9,609) |
Provision (benefit) for income taxes | $ 16,039 | $ (12,274) | $ (531) |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Statutory Federal Income Tax Rate to Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Tax at federal statutory rate | 35.00% | 35.00% | 35.00% |
State taxes, net of federal benefit | 0.00% | (0.10%) | (0.10%) |
Stock-based compensation | (2.30%) | (2.90%) | (4.20%) |
Research and development credits | 6.60% | 7.20% | 25.20% |
Valuation Allowance | (7.00%) | 3.10% | (9.40%) |
Nondeductible expenses | (7.00%) | (5.60%) | (4.50%) |
Foreign rate differential | (19.50%) | (23.70%) | (26.40%) |
Change in tax positions | (9.50%) | (10.70%) | (15.90%) |
Other | 0.10% | 0.00% | 0.40% |
Effective tax rate | (3.60%) | 2.30% | 0.10% |
Income Taxes - Schedule of Tax
Income Taxes - Schedule of Tax Effects of Temporary Differences and Related Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 235,668 | $ 242,987 |
Accruals and reserves | 61,594 | 36,133 |
Stock-based compensation expense | 64,136 | 80,106 |
Research and development credits | 251,808 | 209,425 |
California Enterprise Zone Credit | 12,266 | 11,710 |
Fixed assets and intangible assets | 2,631 | 1,457 |
Other | 11,980 | 7,059 |
Total deferred tax assets | 640,083 | 588,877 |
Valuation allowance | (439,993) | (378,448) |
Total deferred tax assets, net of valuation allowance | 200,090 | 210,429 |
Deferred tax liabilities: | ||
Fixed assets and intangible assets | (168,223) | (174,007) |
Convertible notes | (24,303) | (30,002) |
Other | (1,612) | (1,577) |
Total deferred tax liabilities | (194,138) | (205,586) |
Net deferred tax assets | $ 5,952 | $ 4,843 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax [Line Items] | ||||
Deferred tax assets | $ 5,952,000 | $ 4,843,000 | ||
Undistributed earnings for foreign subsidiaries | 157,100,000 | |||
Operating loss carryforwards related to excess tax benefit from stock-based compensation | 3,420,000,000 | |||
Income tax benefits resulting from stock awards that were credited to stockholders' equity | 200,000 | |||
Unrecognized tax benefits | 269,508,000 | 209,443,000 | $ 182,484,000 | $ 43,061,000 |
Unrecognized tax benefits, if recognized would not affect the annual effective tax rate | 263,700,000 | |||
Unrecognized tax benefits, if recognized would affect the annual effective tax rate | 5,800,000 | |||
Net unrecognized tax benefit included in the deferred and other long-term tax liabilities | 5,812,000 | $ 1,136,000 | ||
California Enterprise Zone | ||||
Income Tax [Line Items] | ||||
Credit carryforwards amount | $ 18,900,000 | |||
Credit carryforward, expiration year | 2,023 | |||
Uncertain Tax Positions | ||||
Income Tax [Line Items] | ||||
Significant accrued interest and penalties related to uncertain tax positions | $ 0 | |||
Foreign Jurisdictions | ||||
Income Tax [Line Items] | ||||
Deferred tax assets | 6,600,000 | |||
Federal | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | $ 3,470,000,000 | |||
Operating loss carryforwards, expiration year | 2,027 | |||
Credit carryforward, expiration start year | 2,027 | |||
Federal | Research | ||||
Income Tax [Line Items] | ||||
Credit carryforwards amount | $ 222,800,000 | |||
State | ||||
Income Tax [Line Items] | ||||
Net operating loss carryforwards | $ 1,410,000,000 | |||
Operating loss carryforwards, expiration year | 2,017 | |||
State | Research | ||||
Income Tax [Line Items] | ||||
Credit carryforwards amount | $ 184,500,000 |
Income Taxes - Schedule of Re77
Income Taxes - Schedule of Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefit (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | |||
Balance at the beginning of the year | $ 209,443 | $ 182,484 | $ 43,061 |
Additions related to prior year tax positions | 3,682 | 1,820 | |
Reductions related to prior year tax positions | (45,305) | (50) | |
Additions related to current year tax positions | 56,383 | 70,444 | 139,473 |
Balance at the end of the year | $ 269,508 | $ 209,443 | $ 182,484 |
Income Taxes - Summary of Remai
Income Taxes - Summary of Remaining Balances Recorded in Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Uncertainties [Abstract] | ||||
Total unrecognized tax benefits balance | $ 269,508 | $ 209,443 | $ 182,484 | $ 43,061 |
Amounts netted against related deferred tax assets | (263,696) | (208,307) | ||
Unrecognized tax benefits recorded on consolidated balance sheets | $ 5,812 | $ 1,136 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Commitments [Line Items] | |||
Amended revolving credit agreement, leverage ratio above which security will be requited | 2.50% | ||
Amended revolving credit agreement, outstanding amount above which security will be requited | $ 500,000,000 | ||
Amended revolving credit agreement, percentage of borrowed amount to borrowing capacity above which security will be requited | 50.00% | ||
Expiration year of operating lease, earliest | 2,017 | ||
Expiration year of operating lease, last | 2,028 | ||
Operating leases, rent expense, net of sublease income | $ 155,700,000 | $ 119,800,000 | $ 73,900,000 |
Non-cancelable commitments | $ 138,400,000 | ||
Minimum | |||
Other Commitments [Line Items] | |||
Commitments due period | 1 year | ||
Maximum | |||
Other Commitments [Line Items] | |||
Commitments due period | 3 years | ||
Revolving Credit Facility | |||
Other Commitments [Line Items] | |||
Unsecured revolving credit facility | $ 1,000,000,000 | ||
Line of credit facility, expiration date | Oct. 22, 2018 | ||
Line of credit facility, interest rate description | Loans under the credit facility bear interest, at the Company’s option, at (i) a base rate based on the highest of the prime rate, the federal funds rate plus 0.50% and an adjusted LIBOR rate for a one-month interest period plus 1.00%, in each case plus a margin ranging from 0.00% to 0.75% or (ii) an adjusted LIBOR rate plus a margin ranging from 1.00% to 1.75%. | ||
Line of credit facility amount | $ 0 | ||
Revolving Credit Facility | Base Rate | Minimum | |||
Other Commitments [Line Items] | |||
Line of credit facility, interest rate | 0.00% | ||
Revolving Credit Facility | Base Rate | Maximum | |||
Other Commitments [Line Items] | |||
Line of credit facility, interest rate | 0.75% | ||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | |||
Other Commitments [Line Items] | |||
Line of credit facility, interest rate | 1.00% | ||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | |||
Other Commitments [Line Items] | |||
Line of credit facility, interest rate | 1.75% | ||
Revolving Credit Facility | Federal Funds Rate Plus 0.50% | |||
Other Commitments [Line Items] | |||
Line of credit facility, interest rate | 0.50% | ||
Revolving Credit Facility | Libor Rate One Month Interest Period Plus 1.00% | |||
Other Commitments [Line Items] | |||
Line of credit facility, interest rate | 1.00% |
Commitments and Contingencies80
Commitments and Contingencies - Minimum Commitments and Sublease Income Under Non-Cancelable Capital and Operating Lease Agreements (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Operating Leases Future Minimum Payments Due [Abstract] | ||
2,017 | $ 156,757 | |
2,018 | 148,157 | |
2,019 | 116,189 | |
2,020 | 90,664 | |
2,021 | 57,937 | |
Thereafter | 163,315 | |
Total | 733,019 | |
Operating Leases Future Minimum Sublease Income[Abstract] | ||
2,017 | (24,101) | |
2,018 | (23,712) | |
2,019 | (16,577) | |
2,020 | (9,038) | |
2,021 | (8,969) | |
Thereafter | 0 | |
Total | (82,397) | |
Capital Leases Future Minimum Payments Due [Abstract] | ||
2,017 | 85,886 | |
2,018 | 45,984 | |
2,019 | 21,062 | |
2,020 | 0 | |
2,021 | 0 | |
Thereafter | 0 | |
Total | 152,932 | |
Less: Amounts representing interest | 5,247 | |
Total capital lease obligation | 147,685 | |
Less: Short-term portion | 80,848 | $ 88,166 |
Long-term portion | $ 66,837 | $ 59,695 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | 1 Months Ended | |
Sep. 30, 2015 | Oct. 22, 2015 | |
Square Inc | ||
Related Party Transaction [Line Items] | ||
Agreement consideration amount | $ 0 | |
Jack Dorsey Trust | ||
Related Party Transaction [Line Items] | ||
Number of shares given back and contributed by Chief Executive Officer | 6,814,085 |
Segment Information and Opera82
Segment Information and Operations by Geographic Area - Revenue by Services and Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||
Revenue | $ 2,529,619 | $ 2,218,032 | $ 1,403,002 |
United States | |||
Revenue: | |||
Revenue | 1,564,776 | 1,443,240 | 945,720 |
International | |||
Revenue: | |||
Revenue | 964,843 | 774,792 | 457,282 |
Advertising Services | |||
Revenue: | |||
Revenue | 2,248,052 | 1,994,036 | 1,255,688 |
Data Licensing And Other | |||
Revenue: | |||
Revenue | $ 281,567 | $ 223,996 | $ 147,314 |
Segment Information and Opera83
Segment Information and Operations by Geographic Area - Additional Information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)Country | Dec. 31, 2014USD ($) | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | $ 2,529,619 | $ 2,218,032 | $ 1,403,002 |
International | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | 964,843 | $ 774,792 | 457,282 |
Revenue | Japan | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | $ 268,500 | ||
Revenue | United Kingdom | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Revenue | $ 140,300 | ||
Revenue | International | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Number of individual country that contributed in excess of ten percent to revenue | Country | 0 | ||
Revenue | Geographic Concentration Risk | Japan | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Concentration risk percentage | 11.00% | ||
Revenue | Geographic Concentration Risk | United Kingdom | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Concentration risk percentage | 10.00% |
Segment Information and Opera84
Segment Information and Operations by Geographic Area - Property and Equipment Net by Geographic Area (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property and equipment, net: | ||
Property and equipment, net | $ 783,901 | $ 735,299 |
United States | ||
Property and equipment, net: | ||
Property and equipment, net | 728,429 | 683,176 |
International | ||
Property and equipment, net: | ||
Property and equipment, net | $ 55,472 | $ 52,123 |
Restructuring Charges - Additio
Restructuring Charges - Additional Information (Details) - USD ($) $ in Thousands | Oct. 25, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Restructuring Cost And Reserve [Line Items] | |||
Percentage on employees reduction plan | 9.00% | ||
Restructuring and related activities, lease terms expiration year | 2,028 | ||
Restructuring expenses | $ 12,900 | ||
2016 Lease Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring expenses | $ 79,685 | ||
2016 Lease Plan | Abandonment Excess Office Space | |||
Restructuring Cost And Reserve [Line Items] | |||
Restructuring and related activities, initiation date | Dec. 17, 2016 | ||
Restructuring and related activities, lease terms expiration year | 2,028 |
Restructuring Charges - Summary
Restructuring Charges - Summary of Restructuring Charges and Related Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Restructuring Cost And Reserve [Line Items] | |||
Charges | $ 12,900 | ||
Non-cash and other adjustments | $ 25,934 | (3,194) | |
Accrued restructuring, reflected in accrued and other current liabilities | 55,942 | $ 396 | |
2016 Employee Termination Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Charges | 21,611 | ||
Cash payment | (11,629) | ||
Non-cash and other adjustments | (6,357) | ||
Accrued restructuring | 3,625 | ||
Accrued restructuring, reflected in accrued and other current liabilities | [1] | 3,625 | |
2016 Employee Termination Plan | Cost of Revenue | |||
Restructuring Cost And Reserve [Line Items] | |||
Charges | 13 | ||
2016 Employee Termination Plan | Research and Development | |||
Restructuring Cost And Reserve [Line Items] | |||
Charges | 4,246 | ||
2016 Employee Termination Plan | Sales and Marketing | |||
Restructuring Cost And Reserve [Line Items] | |||
Charges | 17,310 | ||
2016 Employee Termination Plan | General and Administrative | |||
Restructuring Cost And Reserve [Line Items] | |||
Charges | 42 | ||
2016 Lease Plan | |||
Restructuring Cost And Reserve [Line Items] | |||
Charges | 79,685 | ||
Cash payment | (3,562) | ||
Non-cash and other adjustments | (19,577) | ||
Accrued restructuring | 56,546 | ||
Accrued restructuring, reflected in accrued and other current liabilities | [1] | 52,317 | |
Accrued restructuring, reflected in other long-term liabilities | [1] | 4,229 | |
2016 Lease Plan | Cost of Revenue | |||
Restructuring Cost And Reserve [Line Items] | |||
Charges | 49,006 | ||
2016 Lease Plan | Research and Development | |||
Restructuring Cost And Reserve [Line Items] | |||
Charges | 11,693 | ||
2016 Lease Plan | Sales and Marketing | |||
Restructuring Cost And Reserve [Line Items] | |||
Charges | 13,072 | ||
2016 Lease Plan | General and Administrative | |||
Restructuring Cost And Reserve [Line Items] | |||
Charges | $ 5,914 | ||
[1] | As of December 31, 2016, the Company’s restructuring accrual included approximately $56.5 million related to the 2016 Lease Plan. This amount is also included the gross operating lease commitment table under Note 14 – Commitments and Contingencies. |
Restructuring Charges - Summa87
Restructuring Charges - Summary of Restructuring Charges and Related Liabilities (Parenthetical) (Details) $ in Thousands | Dec. 31, 2016USD ($) |
2016 Lease Plan | |
Restructuring Cost And Reserve [Line Items] | |
Accrued restructuring | $ 56,546 |
Schedule II - Valuation and Q88
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Deferred Tax Assets | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | $ 378,448 | $ 351,249 | $ 227,878 |
Charged to Expenses | 57,529 | 27,175 | 155,111 |
Charged/Credited to Other Accounts | 4,016 | 24 | (31,740) |
Balance at End of Year | 439,993 | 378,448 | 351,249 |
Allowance for Doubtful Accounts | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Balance at Beginning of Year | 8,121 | 5,507 | 2,020 |
Additions (Reductions) | 3,958 | 5,765 | 4,632 |
Write-off/ Adjustments | (4,863) | (3,151) | (1,145) |
Balance at End of Year | $ 7,216 | $ 8,121 | $ 5,507 |