Snap Inc 10-K

Item 8. Financial Statements and Supplementary Data. SNAP INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm 64 Consolidated Financial Statements: Consolidated Statements of Cash Flows 68 Consolidated Statements of Operations 69 Consolidated Statements of Comprehensive Income (Loss) 70 Consolidated Balance Sheets 71 Consolidated Statements of Stockholders’ Equity 72 Notes to Consolidated Financial Statements 73 The supplementary financial information required by this Item 8 is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Unaudited Quarterly Results of Operations Data,” which is incorporated herein by reference. 63 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Snap Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Snap Inc. (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 4, 2021 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenue Recognition Description of the Matter As described in Note 2 to the consolidated financial statements, the Company generates substantially all of its revenues by offering various advertising products on Snapchat. The substantial majority of such advertising revenues is generated based upon contractual agreements with customers that are on a fixed fee for advertisements delivered over a period of time, or fees based on the number of advertising impressions delivered. Revenue related to fixed fee agreements is recognized ratably over the service period while revenue related to agreements based on the number of advertising impressions delivered is recognized when the advertisement is displayed. 64 The Company’s revenue recognition process utilizes multiple, complex, proprietary systems and tools for the initiation, processing and recording of transactions which comprise a high volume of individually low monetary value transactions. This process is dependent on the effective design and operation of multiple systems, processes, data sources and controls which required significant audit effort. Also, the identification and evaluation of certain non-standard terms and conditions required incremental audit effort to determine the distinct performance obligations and the timing of revenue recognition. How We Addressed the Matter in Our Audit With the support of our information technology professionals, we identified and tested the relevant systems and tools used for the determination of initiation, processing, recording and billing of revenue, which included processes and controls related to access to the relevant systems and data, changes to the relevant systems and interfaces, and configuration of the relevant systems. We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company's internal controls over the identification and evaluation of revenue recognition for standard and non-standard terms and conditions. To test the Company’s recognition of revenue, our audit procedures included, among others, testing the completeness and accuracy of the underlying data within the Company’s billing systems, by agreeing amounts recognized to contractual terms and conditions, and tested revenue recognized to accounts receivables and cash receipts. Additionally, we examined standard customer online terms and conditions to understand the distinct performance obligations and tested the timing of revenue recognition. Further, we selected a sample of non-standard contractual arrangements to understand the performance obligations and the timing of revenue recognition. To assess completeness of non-standard terms and conditions, we obtained confirmations of terms and conditions for a sample of customers. Convertible Notes Description of the Matter As described in Note 7 to the consolidated financial statements, in April 2020 the Company issued $1.0 billion of convertible senior notes due in 2025 (Convertible Notes), which permits the Company to settle the Convertible Notes in cash or stock at its option. The Company entered into separate capped call transactions to reduce potential dilution upon conversion of the Convertible Notes. These transactions are collectively referred to as the Convertible Notes Transactions. The accounting for the Convertible Notes Transactions was complex as it required assessment of whether features in the Convertible Notes required bifurcation and an evaluation of the appropriate classification of those features in the financial statements. Additionally, the Convertible Notes Transactions were complex as the valuation of the conversion feature in the Convertible Notes involved estimation of the fair value of the liability component of the Convertible Notes on a stand-alone basis. Auditing the Company’s accounting for the Convertible Notes Transactions involved addressing the complexity in assessing the components for separability and assessing the valuation of the liability component on a stand-alone basis. The Company estimated the fair value of the liability component of the Convertible Notes, absent any embedded conversion features, using a discounted cash flow model with a risk adjusted yield. In estimating the risk adjusted yield, the Company utilized both income and market approaches. For the income approach, the Company used a convertible bond pricing model, which included several assumptions including estimates of the Company’s equity volatility, dividend yield and a market risk free rate. For the market approach, the Company performed an evaluation of debt securities issued by companies with a similar credit risk rating to determine the fair value of the liability component. Additionally, the Company performed a detailed analysis of the terms of the Convertible Notes Transactions to identify whether any derivatives that required separate mark-to-market accounting under applicable accounting guidance were present. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the Company’s Convertible Notes Transactions, including its controls over the estimation of the fair value of the stand-alone liability component and evaluating the existence of embedded derivatives. 65 To test the Company’s initial accounting for the Convertible Notes Transactions, our audit procedures included, among others, reading the underlying agreements and evaluating the Company’s analysis of the initial accounting of the Convertible Notes Transactions, including the identification of any derivatives included in the arrangements. Our testing of the fair value of the liability component included, among other procedures, evaluating the Company's selection of the valuation methodology and significant assumptions used by the Company, and evaluating the completeness and accuracy of the underlying data supporting the significant assumptions. Specifically, when assessing the key assumptions, we evaluated the appropriateness of the Company’s estimates of its credit risk, volatility, dividend yield and the market risk free rate as well as its analysis of comparable issuances of debt securities by companies within a similar industry and with a similar credit risk rating. In addition, we involved a valuation specialist to assist in our evaluation of the methodology used by the Company and the appropriateness of significant assumptions. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2016. Los Angeles, California February 4, 2021 66 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Snap Inc. Opinion on Internal Control over Financial Reporting We have audited Snap Inc.’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Snap Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and our report dated February 4, 2021 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Los Angeles, California February 4, 2021 67 Snap Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2020 2019 2018 Cash flows from operating activities Net loss $ ( 944,839 ) $ ( 1,033,660 ) $ ( 1,255,911 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 86,744 87,245 91,648 Stock-based compensation 770,182 686,013 538,211 Deferred income taxes ( 6,326 ) ( 491 ) ( 383 ) Gain on divestiture — ( 39,883 ) — Amortization of debt discount and issuance costs 81,401 17,797 — Lease exit charges — — 33,033 Other ( 961 ) ( 28,575 ) ( 903 ) Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net of allowance ( 255,818 ) ( 147,862 ) ( 77,506 ) Prepaid expenses and other current assets ( 14,587 ) ( 9,849 ) 1,594 Operating lease right-of-use assets 38,940 58,199 — Other assets ( 11,442 ) 1,169 21,785 Accounts payable 20,374 20,674 ( 33,532 ) Accrued expenses and other current liabilities 108,601 146,063 ( 14,325 ) Operating lease liabilities ( 49,730 ) ( 60,844 ) — Other liabilities 9,817 ( 954 ) 6,365 Net cash used in operating activities ( 167,644 ) ( 304,958 ) ( 689,924 ) Cash flows from investing activities Purchases of property and equipment ( 57,832 ) ( 36,478 ) ( 120,242 ) Proceeds from divestiture, net — 73,796 — Cash paid for acquisitions, net of cash acquired ( 168,850 ) ( 77,119 ) ( 815 ) Non-marketable investments ( 111,586 ) ( 5,481 ) ( 22,495 ) Purchases of marketable securities ( 3,524,599 ) ( 2,477,388 ) ( 1,653,918 ) Sales of marketable securities 389,974 184,179 45,007 Maturities of marketable securities 2,737,523 1,608,854 2,438,206 Other 5,506 1,029 8,711 Net cash provided by (used in) investing activities ( 729,864 ) ( 728,608 ) 694,454 Cash flows from financing activities Proceeds from issuance of convertible notes, net of issuance costs 988,582 1,251,411 — Purchase of capped calls ( 100,000 ) ( 102,086 ) — Proceeds from the exercise of stock options 34,209 16,527 47,988 Stock repurchases from employees for tax withholdings — — ( 551 ) Net cash provided by financing activities 922,791 1,165,852 47,437 Change in cash, cash equivalents, and restricted cash 25,283 132,286 51,967 Cash, cash equivalents, and restricted cash, beginning of period 521,260 388,974 337,007 Cash, cash equivalents, and restricted cash, end of period $ 546,543 $ 521,260 $ 388,974 Supplemental disclosures Cash paid for income taxes, net $ 3,692 $ 156 $ 3,598 Cash paid for interest $ 12,019 $ 1,546 $ — Supplemental disclosures of non-cash activities Net change in accounts payable and accrued expenses and other current liabilities related to property and equipment additions $ 2,732 $ ( 6,027 ) $ ( 7,764 ) See Notes to Consolidated Financial Statements. 68 Snap Inc. Consolidated Statements of Operations (in thousands, except per share amounts) Year Ended December 31, 2020 2019 2018 Revenue $ 2,506,626 $ 1,715,534 $ 1,180,446 Costs and expenses: Cost of revenue 1,182,505 895,838 798,865 Research and development 1,101,561 883,509 772,185 Sales and marketing 555,468 458,598 400,824 General and administrative 529,164 580,917 477,022 Total costs and expenses 3,368,698 2,818,862 2,448,896 Operating loss ( 862,072 ) ( 1,103,328 ) ( 1,268,450 ) Interest income 18,127 36,042 27,228 Interest expense ( 97,228 ) ( 24,994 ) ( 3,894 ) Other income (expense), net 14,988 59,013 ( 8,248 ) Loss before income taxes ( 926,185 ) ( 1,033,267 ) ( 1,253,364 ) Income tax benefit (expense) ( 18,654 ) ( 393 ) ( 2,547 ) Net loss $ ( 944,839 ) $ ( 1,033,660 ) $ ( 1,255,911 ) Net loss per share attributable to Class A, Class B, and Class C common stockholders (Note 3): Basic $ ( 0.65 ) $ ( 0.75 ) $ ( 0.97 ) Diluted $ ( 0.65 ) $ ( 0.75 ) $ ( 0.97 ) Weighted average shares used in computation of net loss per share: Basic 1,455,693 1,375,462 1,300,568 Diluted 1,455,693 1,375,462 1,300,568 See Notes to Consolidated Financial Statements. 69 Snap Inc. Consolidated Statements of Comprehensive Income (Loss) (in thousands) Year Ended December 31, 2020 2019 2018 Net loss $ ( 944,839 ) $ ( 1,033,660 ) $ ( 1,255,911 ) Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities, net of tax ( 516 ) 797 710 Foreign currency translation 21,306 ( 3,371 ) ( 11,720 ) Total other comprehensive income (loss), net of tax 20,790 ( 2,574 ) ( 11,010 ) Total comprehensive income (loss) $ ( 924,049 ) $ ( 1,036,234 ) $ ( 1,266,921 ) See Notes to Consolidated Financial Statements. 70 Snap Inc. Consolidated Balance Sheets (in thousands, except par value) December 31, 2020 2019 Assets Current assets Cash and cash equivalents $ 545,618 $ 520,317 Marketable securities 1,991,922 1,592,488 Accounts receivable, net of allowance 744,288 492,194 Prepaid expenses and other current assets 56,147 38,987 Total current assets 3,337,975 2,643,986 Property and equipment, net 178,709 173,667 Operating lease right-of-use assets 269,728 275,447 Intangible assets, net 105,929 92,121 Goodwill 939,259 761,153 Other assets 192,638 65,550 Total assets $ 5,024,238 $ 4,011,924 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 71,908 $ 46,886 Operating lease liabilities 41,077 42,179 Accrued expenses and other current liabilities 554,342 410,610 Total current liabilities 667,327 499,675 Convertible senior notes, net 1,675,169 891,776 Operating lease liabilities, noncurrent 287,292 303,178 Other liabilities 64,474 57,382 Total liabilities 2,694,262 1,752,011 Commitments and contingencies (Note 8) Stockholders’ equity Class A non-voting common stock, $ 0.00001 par value. 3,000,000 shares authorized, 1,248,010 shares issued and outstanding at December 31, 2020 and 3,000,000 shares authorized, 1,160,127 shares issued and outstanding at December 31, 2019. 12 12 Class B voting common stock, $ 0.00001 par value. 700,000 shares authorized, 23,696 shares issued and outstanding at December 31, 2020 and 700,000 shares authorized, 24,522 shares issued and outstanding at December 31, 2019. — — Class C voting common stock, $ 0.00001 par value. 260,888 shares authorized, 231,627 shares issued and outstanding at December 31, 2020 and 260,888 shares authorized, 231,147 shares issued and outstanding at December 31, 2019. 2 2 Additional paid-in capital 10,200,141 9,205,256 Accumulated other comprehensive income (loss) 21,363 573 Accumulated deficit ( 7,891,542 ) ( 6,945,930 ) Total stockholders’ equity 2,329,976 2,259,913 Total liabilities and stockholders’ equity $ 5,024,238 $ 4,011,924 See Notes to Consolidated Financial Statements. 71 Snap Inc. Consolidated Statements of Stockholders’ Equity (in thousands) Year Ended December 31, 2020 2019 2018 Shares Amount Shares Amount Shares Amount Class A non-voting common stock Balance, beginning of period 1,160,127 12 999,304 10 883,022 9 Shares issued in connection with exercise of stock options under stock-based compensation plans 3,824 — 3,291 — 15,856 — Issuance of Class A non-voting common stock for vesting of restricted stock units and restricted stock awards, net 78,042 — 86,519 1 64,831 1 Conversion of Class B voting common stock to Class A non-voting common stock 6,017 — 71,013 1 35,634 — Stock repurchases from employees for tax withholdings — — — — ( 39 ) — Balance, end of period 1,248,010 12 1,160,127 12 999,304 10 Class B voting common stock Balance, beginning of period 24,522 — 93,846 1 122,564 1 Shares issued in connection with exercise of stock options under stock-based compensation plans 754 — 1,389 — 3,414 — Issuance of Class B voting common stock for vesting of restricted stock units, net — — 300 — 3,502 — Conversion of Class B voting common stock to Class A non-voting common stock ( 6,017 ) — ( 71,013 ) ( 1 ) ( 35,634 ) — Conversion of Class C voting common stock to Class B voting common stock 4,437 — — — — — Balance, end of period 23,696 — 24,522 — 93,846 1 Class C voting common stock Balance, beginning of period 231,147 2 224,611 2 216,616 2 Conversion of Class C voting common stock to Class B voting common stock ( 4,437 ) — — — — — Issuance of Class C voting common stock for settlement of restricted stock units, net 4,917 — 6,536 — 7,995 — Balance, end of period 231,627 2 231,147 2 224,611 2 Additional paid-in capital Balance, beginning of period — 9,205,256 — 8,220,417 — 7,634,825 Stock-based compensation expense — 771,084 — 686,013 — 538,211 Shares issued in connection with exercise of stock options under stock-based compensation plans — 34,209 — 16,567 — 47,988 Issuance of Class A non-voting common stock in connection with acquisitions and divestitures — 3,003 — 6,913 — — Stock repurchases from employees for tax withholdings — — — — — ( 607 ) Equity component of convertible senior notes, net — 286,589 — 377,432 — — Purchase of capped calls — ( 100,000 ) — ( 102,086 ) — — Balance, end of period — 10,200,141 — 9,205,256 — 8,220,417 Accumulated deficit Balance, beginning of period — ( 6,945,930 ) — ( 5,912,578 ) — ( 4,656,667 ) Cumulative-effect adjustment from accounting changes — ( 773 ) — 308 — — Net loss — ( 944,839 ) — ( 1,033,660 ) — ( 1,255,911 ) Balance, end of period — ( 7,891,542 ) — ( 6,945,930 ) — ( 5,912,578 ) Accumulated other comprehensive income (loss) Balance, beginning of period — 573 — 3,147 — 14,157 Other comprehensive income (loss), net of tax — 20,790 — ( 2,574 ) — ( 11,010 ) Balance, end of period — 21,363 — 573 — 3,147 Total stockholders’ equity 1,503,333 $ 2,329,976 1,415,796 $ 2,259,913 1,317,761 $ 2,310,999 See Notes to Consolidated Financial Statements. 72 Snap Inc. Notes to Consolidated Financial Statements 1. Summary of Significant Accounting Policies Snap Inc. is a camera company. Snap Inc. (“we,” “our,” or “us”) was formed as Future Freshman, LLC, a California limited liability company, in 2010. We changed our name to Toyopa Group, LLC in 2011, incorporated as Snapchat, Inc., a Delaware corporation, in 2012, and changed our name to Snap Inc. in 2016. Snap Inc. is headquartered in Santa Monica, California. Our flagship product, Snapchat, is a camera application that was created to help people communicate through short videos and images called “Snaps.” Basis of Presentation Our consolidated financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Our consolidated financial statements include the accounts of Snap Inc. and our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Our fiscal year ends on December 31. Use of Estimates The preparation of our consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts in the consolidated financial statements. Management’s estimates are based on historical information available as of the date of the consolidated financial statements and various other assumptions that we believe are reasonable under the circumstances. Actual results could differ from those estimates. Key estimates relate primarily to determining the fair value of assets and liabilities assumed in business combinations, evaluation of contingencies, uncertain tax positions, lease exit charges, forfeiture rate, the fair value of convertible senior notes, the fair value of stock-based awards, and the fair value of non-marketable investments. On an ongoing basis, management evaluates our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities. Concentrations of Business Risk We currently use both Google Cloud and Amazon Web Services for our hosting requirements. A disruption or loss of service from one or both of these partners could seriously harm our ability to operate. Although we believe there are other qualified providers that can provide these services, a transition to a new provider could create a significant disruption to our business and negatively impact our consolidated financial statements. Concentrations of Credit Risk Financial instruments that potentially subject us to significant concentrations of credit risk consist principally of cash, cash equivalents, marketable securities, and accounts receivable. We maintain cash deposits, cash equivalent balances, and marketable securities with several financial institutions. Cash and cash equivalents may be withdrawn or redeemed on demand. We believe that the financial institutions that hold our cash and cash equivalents are financially sound and, accordingly, minimal credit risk exists with respect to these balances. We also maintain investments in U.S. government debt and agency securities, corporate debt securities, certificates of deposit, and commercial paper that carry high credit ratings and accordingly, minimal credit risk exists with respect to these balances. We extend credit to our customers based on an evaluation of their ability to pay amounts due under contractual arrangement and generally do not obtain or require collateral. Revenue Recognition Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. See Note 2 for additional information. 73 Cost of Revenue Cost of revenue includes payments for content and third-party selling costs, referred to as partner arrangements. Under some of these arrangements, we pay a portion of the fees we receive from the advertisers for Snap Ads that are displayed within partner content on Snapchat. Partner arrangement costs were $ 324.3 million, $ 174.7 million, and $ 120.3 million for the years ended December 31, 2020, 2019, and 2018, respectively. In addition, cost of revenue consists of expenses associated with infrastructure costs of the Snapchat mobile application, advertising measurement services, and personnel-related costs. Cost of revenue includes facilities and other supporting overhead costs, including depreciation and amortization, and inventory costs for Spectacles. Advertising Advertising costs are expensed as incurred and were $ 29.5 million, $ 31.4 million, and $ 11.3 million for the years ended December 31, 2020, 2019, and 2018, respectively. Capital Structure In March 2017, we completed our initial public offering (“IPO”) in which we issued and sold 160.3 million shares of Class A common stock, inclusive of the over-allotment, at an initial public offering price of $ 17.00 per share and excluding shares sold in the IPO by certain of our existing stockholders. On the closing of the IPO, all shares of our then-outstanding convertible preferred stock other than Series FP preferred stock automatically converted into an aggregate of 246.8 million shares of Class B common stock and all outstanding shares of Series FP preferred stock automatically converted into 215.9 million shares of Class C common stock. Following the IPO, we have three classes of authorized common stock – Class A common stock, Class B common stock, and Class C common stock. On the closing of the IPO, our Chief Executive Officer (“CEO”) received a restricted stock unit (“RSU”) award (“CEO award”) for 37.4 million shares of Series FP preferred stock, which automatically converted into an equivalent number of shares of Class C common stock on the closing of the IPO. The CEO award represented 3.0 % of all outstanding shares on the closing of the IPO, including shares sold by us in the IPO and vested stock options and RSUs, net of shares withheld to satisfy tax withholding obligations, on the closing of the IPO. The CEO award vested immediately on the closing of the IPO, and such shares were delivered to the CEO in quarterly installments over three years beginning in November 2017. There was no continuing service requirement for our CEO. The stock-based compensation expense recognized related to the CEO award was $ 636.6 million, which was based on the vesting of 37.4 million shares of Class C common stock on the closing of the IPO, at the initial public offering price of $ 17.00 per share. As of December 31, 2020, all shares of Class C common stock deliverable under the CEO award were settled. Stock-based Compensation We measure and recognize compensation expense for stock-based payment awards, including stock options, RSUs, and restricted stock awards (“RSAs”) granted to employees, directors, and advisors, based on the grant date fair value of the awards. The grant date fair value of stock options is estimated using a Black-Scholes option pricing model. The fair value of stock-based compensation for stock options is recognized on a straight-line basis, net of estimated forfeitures, over the period during which services are provided in exchange for the award. The grant date fair value of RSUs and RSAs is estimated based on the fair value of our underlying common stock. Pre-2017 RSUs contained both service-based and performance conditions to vest in the underlying common stock. The service-based condition criteria is generally met 10 % after the first year of service, 20 % over the second year, 30 % over the third year, and 40 % over the fourth year. The performance condition related to these awards was satisfied on the effectiveness of the registration statement for our IPO, which occurred in March 2017. Awards which contain both service-based and performance conditions were recognized using the accelerated attribution method once the performance condition was probable of occurring. All RSUs granted after December 31, 2016 vest on the satisfaction of only a service-based condition (“Post-2017 RSUs”). The service condition for RSUs granted prior to February 2018 is generally satisfied over four years , 10 % after the first year of service, 20 % over the second year, 30 % over the third year, and 40 % over the fourth year. In limited instances, we have issued Post-2017 RSUs with vesting periods in excess of four years. The service condition for RSUs and RSAs granted after February 2018 is generally satisfied in equal monthly or quarterly installments over three or four years . For these awards, we recognize stock-based compensation expense on a straight-line basis over the vesting period. 74 Stock-based compensation expense recognized for all periods presented is based on awards that are expected to vest, including an estimate of forfeitures. We estimate the forfeiture rate using historical forfeitures of equity awards and other expected changes in facts and circumstances, if any. A modification of the terms of a stock-based award is treated as an exchange of the original award for a new award with total compensation cost equal to the grant-date fair value of the original award plus the incremental value of the modification to the award. The future tax benefits on settlement of the above RSUs and RSAs is not expected to be material as currently we have established valuation allowances to reduce our net deferred tax assets to the amount that is more likely than not to be realized. The majority of the future tax benefits that arise on settlement of the above RSUs are in jurisdictions for which our net deferred tax assets have a full valuation allowance. Income Taxes We are subject to income taxes in the United States and numerous foreign jurisdictions. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the deferred tax asset or liability is expected to be realized or settled. In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including historical operating results, ongoing tax planning, and forecasts of future taxable income on a jurisdiction-by-jurisdiction basis. Based on the level of historical losses, we have established a valuation allowance to reduce our net deferred tax assets to the amount that is more likely than not to be realized. We recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in our consolidated financial statements from such positions are measured based on the largest benefit that has a greater than 50% likelihood of being realized. We recognize interest and penalties associated with tax matters as part of the income tax provision and include accrued interest and penalties with the related income tax liability on our consolidated balance sheets. Currency Translation and Remeasurement The functional currency of the majority of our foreign subsidiaries is the U.S. dollar. Monetary assets and liabilities denominated in a foreign currency are remeasured into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are remeasured at the average exchange rates during the period. Equity transactions and other non-monetary assets are remeasured using historical exchange rates. Foreign currency transaction gains and losses are recorded in other income (expense), net on our consolidated statement of operations. For those foreign subsidiaries where the local currency is the functional currency, adjustments to translate those statements into U.S. dollars are recorded in accumulated other comprehensive income (loss) in stockholders’ equity. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with original maturities of 90 days or less from the date of purchase. Restricted Cash We are required to maintain restricted cash deposits to back letters of credit for certain property leases. These funds are restricted and have been classified in other assets on our consolidated balance sheets due to the nature of restriction. At December 31, 2020 and 2019, restricted cash balances were immaterial. Marketable Securities We hold investments in marketable securities consisting of U.S. government securities, U.S. government agency securities, corporate debt securities, certificates of deposit, and commercial paper. We classify our marketable securities as available-for-sale investments in our current assets because they represent investments available for current operations. Our available-for-sale investments are carried at fair value with any unrealized gains and losses, included in accumulated other comprehensive (loss) income in stockholders’ equity. We determine gains or losses on the sale or maturities of marketable securities using the specific identification method and these gains or losses are recorded in other income (expense), net in our consolidated statements of operations. Unrealized losses are recorded in other income (expense), net when a decline in fair value is determined to be other than temporary. 75 Non-Marketable Investments Our investments in privately held companies are primarily non-marketable equity securities without readily determinable fair values. We adjust the carrying value of non-marketable equity securities to fair value upon observable transactions for identical or similar investments of the same issuer or upon impairment. Any adjustments to carrying value of these investments are recorded in other income (expense), net in our consolidated statements of operations. When we exercise significant influence over, but do not control the investee, such non-marketable investments are accounted for using the equity method. Under the equity method of accounting, we record our share of the results of the investments within other income (expense), net in our consolidated statements of operations. Fair Value Measurements Certain financial instruments are required to be recorded at fair value. Other financial instruments, including cash and cash equivalents and restricted cash, are recorded at cost, which approximates fair value. Additionally, accounts receivable, accounts payable, and accrued expenses approximate fair value because of the short-term nature of these financial instruments. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are recorded at the invoiced amount less any allowance for doubtful accounts to reserve for potentially uncollectible receivables. To determine the amount of the allowance, we make judgments about the creditworthiness of customers based on ongoing credit evaluation and historical experience. At December 31, 2020 and 2019, the allowance for doubtful accounts was immaterial. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. We compute depreciation using the straight-line method over the estimated useful lives of the assets, which is generally three years for computer hardware and software, five years for furniture and equipment, and over the shorter of lease term or useful life of the assets for leasehold improvements. Buildings are depreciated over a useful life ranging from 25 to 45 years . Maintenance and repairs are expensed as incurred. Leases We have various non-cancelable lease agreements for certain of our offices. Leases are recorded as operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheets. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term. Software Development Costs Software development costs include costs to develop software to be used to meet internal needs and applications used to deliver our services. We capitalize development costs related to these software applications once the preliminary project stage is complete and it is probable that the project will be completed and the software will be used to perform the function intended. Costs capitalized for developing such software applications were not material for the periods presented. Segments Our CEO is our chief operating decision maker. We have determined that we have a single operating segment. Our CEO evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis accompanied by disaggregated information about revenue by geographic region. Business Combinations We include the results of operations of the businesses that we acquire from the date of acquisition. We determine the fair value of the assets acquired and liabilities assumed based on their estimated fair values as of the respective date of acquisition. The excess purchase price over the fair values of identifiable assets and liabilities is recorded as goodwill. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenue and cash flows, discount rates, and 76 selection of comparable companies. Our estimates of fair value are based on assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, not to exceed one year from the date of acquisition, we may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill. At the conclusion of the measurement period, any subsequent adjustments are reflected in the consolidated statements of operations. When we issue payments or grants of equity to selling stockholders in connection with an acquisition, we evaluate whether the payments or awards are compensatory. This evaluation includes whether cash payments or stock award vesting is contingent on the continued employment of the selling stockholder beyond the acquisition date. If continued employment is required for the cash to be paid or stock awards to vest, the award is treated as compensation for post-acquisition services and is recognized as compensation expense. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in our consolidated statements of operations. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. We test goodwill for impairment at least annually, in the fourth quarter, or whenever events or changes in circumstances indicate that goodwill might be impaired. For all periods presented, we had a single operating segment and reporting unit structure. In testing for goodwill impairment, we first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if we conclude otherwise, we perform the first of a two-step impairment test. The first step compares the estimated fair value of a reporting unit to its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. However, if the fair value of the reporting unit is less than book value, then under the second step the carrying amount of the goodwill is compared to its implied fair value. There were no impairment charges in any of the periods presented. Intangible Assets Intangible assets are carried at cost and amortized on a straight-line basis over their estimated useful lives. We determine the appropriate useful life of our intangible assets by measuring the expected cash flows of acquired assets. The estimated useful lives of intangible assets are as follows: Intangible Asset Estimated Useful Life Domain names 5 Years Trademarks 1 to 5 Years Acquired developed technology 4 to 7 Years Customer relationships 2 to 5 Years Patents 3 to 11 Years Impairment of Long-Lived Assets We evaluate recoverability of our property and equipment and intangible assets, excluding goodwill, when events or changes indicate the carrying amount of an asset may not be recoverable. Events and changes in circumstances considered in determining whether the carrying value of long-lived assets may not be recoverable include: significant changes in performance relative to expected operating results; significant changes in asset use; and significant negative industry or economic trends and changes in our business strategy. Recoverability of these assets is measured by comparison of their carrying amount to future undiscounted cash flows to be generated. If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment loss is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. We determined that there were no events or changes in circumstances that indicated our long-lived assets were impaired during any of the periods presented. 77 Legal Contingencies For legal contingencies, we accrue a liability for an estimated loss if the potential loss from any claim or legal proceeding is considered probable, and the amount can be reasonably estimated. Legal fees and expenses are expensed as incurred. Note 8 provides additional information regarding our legal contingencies. Convertible Notes We account for the Convertible Notes as separate liability and equity components. The carrying amount of the liability component is calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, is calculated by deducting the fair value of the liability component from the total principal of the Convertible Notes. This amount represents a debt discount which is amortized to interest expense over the term of the Convertible Notes using the effective interest rate method, which maintains a constant rate of interest expense based on the increasing carrying value of the debt. Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. Under ASU 2020-06, the embedded conversion features are no longer separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. The new guidance also requires the if-converted method to be applied for all convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted. Adoption of the standard requires using either a modified retrospective or a full retrospective approach. Effective January 1, 2021 , we early adopted ASU 2020-06 using the modified retrospective approach . Adoption of the new standard resulted in a decrease to accumulated deficit of $ 95.0 million, a decrease to additional paid-in capital of $ 664.0 million, and an increase to convertible senior notes, net of $ 569.0 million. Interest expense recognized in future periods will be reduced as a result of accounting for the convertible debt instrument as a single liability measured at its amortized cost. In January 2020, the FASB issued ASU 2020-01, Investments-Equity Securities (Topic 321), Investments-Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), which clarifies the interaction between the accounting for equity securities under Topic 321, the accounting for equity method investments in Topic 323, and the accounting for certain forward contracts and purchased options in Topic 815. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. Effective January 1, 2021 , we adopted this standard on a prospective basis . We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements, including accounting policies, processes, and systems. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, as part of its Simplification Initiative to reduce the cost and complexity in accounting for income taxes. ASU 2019-12 removes certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 also amends other aspects of the guidance to help simplify and promote consistent application of GAAP. The guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We early adopted ASU 2019-12 in the fourth quarter of 2019. The impact of adoption of this standard on our consolidated financial statements, including accounting policies, processes, and systems, was not material. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. ASU 2018-15 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred for an internal-use software license. The guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. We adopted ASU 2018-15 effective January 1, 2020 . The impact of adoption of this standard on our consolidated financial statements, including accounting policies, processes, and systems, was not material. In 78 June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. Adoption of the standard requires using a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the effective date to align existing credit loss methodology with the new standard. In November 2019, the FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses. ASU 2019-11 requires entities that did not adopt the amendments in ASU 2016-13 as of November 2019 to adopt ASU 2019-11. This ASU contains the same effective dates and transition requirements as ASU 2016-13. We adopted ASU 2016-13 and ASU 2019-11 effective January 1, 2020 . The impact of adoption of these standards on our consolidated financial statements, including accounting policies, processes , and systems, was not material . 2. Revenue Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to receive in exchange for those goods or services. We determine collectability by performing ongoing credit evaluations and monitoring customer accounts receivable balances. Sales tax, including value added tax, is excluded from reported revenue. We determine revenue recognition by first identifying the contract or contracts with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations in the contract, and recognizing revenue when, or as, we satisfy a performance obligation. We generate substantially all of our revenues by offering various advertising products on Snapchat, which include Snap Ads and AR Ads, referred to as advertising revenue. AR Ads include Sponsored Filters and Sponsored Lenses. Sponsored Filters allow users to interact with an advertiser’s brand by enabling stylized brand artwork to be overlaid on a Snap. Sponsored Lenses allow users to interact with an advertiser’s brand by enabling branded augmented reality experiences. The substantial majority of advertising revenue is generated from the display of advertisements on Snapchat through contractual agreements that are either on a fixed fee basis over a period of time or based on the number of advertising impressions delivered. Revenue related to agreements based on the number of impressions delivered is recognized when the advertisement is displayed. Revenue related to fixed fee arrangements is recognized ratably over the service period, typically less than 30 days in duration, and such arrangements do not contain minimum impression guarantees. In arrangements where another party is involved in providing specified services to a customer, we evaluate whether we are the principal or agent. In this evaluation, we consider if we obtain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, inventory risk, and discretion in establishing price. For advertising revenue arrangements where we are not the principal, we recognize revenue on a net basis. For the periods presented, revenue for arrangements where we are the agent was not material. We also generate revenue from sales of our hardware product, Spectacles. For the periods presented, revenue from the sales of Spectacles was not material. The following table represents our revenue disaggregated by geography based on the billing address of the advertising customer: Year Ended December 31, 2020 2019 2018 (in thousands) Revenue: North America (1) (2) $ 1,649,937 $ 1,068,108 $ 780,992 Europe (3) 425,445 299,913 183,077 Rest of world 431,244 347,513 216,377 Total revenue $ 2,506,626 $ 1,715,534 $ 1,180,446 (1) North America includes Mexico, the Caribbean, and Central America. (2) United States revenue was $ 1.6 billion, $ 1.0 billion, and $ 752.9 million for the years ended December 31, 2020, 2019, and 2018, respectively. (3) Europe includes Russia and Turkey. 79 3. Net Loss per Share We compute net loss per share using the two-class method required for multiple classes of common stock. We have three classes of authorized common stock for which voting rights differ by class. Basic net loss per share is computed by dividing net loss attributable to each class of stockholders by the weighted-average number of shares of stock outstanding during the period, adjusted for vested RSUs that have not been settled and RSAs for which the risk of forfeiture has not yet lapsed. For the calculation of diluted net loss per share, net loss per share attributable to common stockholders for basic net loss per share is adjusted by the effect of dilutive securities, including awards under our equity compensation plans. Diluted net loss per share attributable to common stockholders is computed by dividing the resulting net loss attributable to common stockholders by the weighted-average number of fully diluted common shares outstanding. We use the if-converted method for calculating any potential dilutive effect of the Convertible Notes on diluted net loss per share. The Convertible Notes would have a dilutive impact on net income per share when the average market price of Class A common stock for a given period exceeds the respective conversion price of the Convertible Notes. For the periods presented, our potentially dilutive shares relating to stock options, RSUs, RSAs, and Convertible Notes were not included in the computation of diluted net loss per share as the effect of including these shares in the calculation would have been anti-dilutive. The numerators and denominators of the basic and diluted net loss per share computations for our common stock are calculated as follows for the years ended December 31, 2020, 2019, and 2018: Year Ended December 31, 2020 2019 2018 (in thousands, except per share data) Class A Common Class B Common Class C Common Class A Common Class B Common Class C Common Class A Common Class B Common Class C Common Numerator: Net loss $ ( 775,801 ) $ ( 15,577 ) $ ( 153,461 ) $ ( 817,156 ) $ ( 33,341 ) $ ( 183,164 ) $ ( 921,235 ) $ ( 94,897 ) $ ( 239,779 ) Net loss attributable to common stockholders $ ( 775,801 ) $ ( 15,577 ) $ ( 153,461 ) $ ( 817,156 ) $ ( 33,341 ) $ ( 183,164 ) $ ( 921,235 ) $ ( 94,897 ) $ ( 239,779 ) Denominator: Basic shares: Weighted-average common shares - Basic 1,195,259 23,999 236,435 1,087,366 44,366 243,730 953,992 98,271 248,305 Diluted shares: Weighted-average common shares - Diluted 1,195,259 23,999 236,435 1,087,366 44,366 243,730 953,992 98,271 248,305 Net loss per share attributable to common stockholders: Basic $ ( 0.65 ) $ ( 0.65 ) $ ( 0.65 ) $ ( 0.75 ) $ ( 0.75 ) $ ( 0.75 ) $ ( 0.97 ) $ ( 0.97 ) $ ( 0.97 ) Diluted $ ( 0.65 ) $ ( 0.65 ) $ ( 0.65 ) $ ( 0.75 ) $ ( 0.75 ) $ ( 0.75 ) $ ( 0.97 ) $ ( 0.97 ) $ ( 0.97 ) The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: Year Ended December 31, 2020 2019 2018 (in thousands) Stock options 5,624 10,262 16,291 Unvested RSUs and RSAs 131,172 148,797 158,264 Convertible Notes (if-converted) 101,591 55,468 — 4. Stockholders’ Equity Common Stock As of December 31, 2020, we are authorized to issue 3,000,000,000 shares of Class A nonvoting common stock, 700,000,000 shares of Class B voting common stock, and 260,887,848 shares of Class C voting common stock, each with a par value of $ 0.00001 per share. Class A common stock has no voting rights , Class B common stock is entitled to one vote per share, and Class C common stock is entitled to ten votes per share. Shares of our Class B common stock are convertible into an equivalent number of shares of our Class A common stock and generally convert into shares of our Class A common 80 stock upon transfer. Shares of our Class C common stock are convertible into an equivalent number of shares of our Class B common stock and generally convert into shares of our Class B common stock upon transfer. Any dividends paid to the holders of the Class A common stock, Class B common stock, and Class C common stock will be paid on a pro rata basis. For the year ended December 31, 20 20 , we did no t declare any dividends. On a liquidation event, as defined in our certificate of incorporation, any distribution to common stockholders is made on a pro rata basis to the holders of the Class A common stock, Class B common stock, and Class C common stock. As of December 31, 2020, there were 1,248,010,076 shares, 23,696,369 shares, and 231,626,943 shares of Class A common stock, Class B common stock, and Class C common stock, respectively, issued and outstanding. Stock-based Compensation Plans We maintain three share-based employee compensation plans: the 2017 Equity Incentive Plan (“2017 Plan”), the 2014 Equity Incentive Plan (“2014 Plan”), and the 2012 Equity Incentive Plan (“2012 Plan”, and collectively with the 2017 Plan and the 2014 Plan, the “Stock Plans”). In January 2017, our board of directors adopted the 2017 Plan, and in February 2017 our stockholders approved the 2017 Plan, effective on March 1, 2017, which serves as the successor to the 2014 Plan and 2012 Plan and provides for the grant of incentive stock options to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance cash awards, and other forms of stock awards to employees, directors, and consultants, including employees and consultants of our affiliates. We do not expect to grant any additional awards under the 2014 Plan or 2012 Plan as of the effective date of the 2017 Plan, other than awards for up to 2,500,000 shares of Class A common stock to our employees and consultants in France under the 2014 Plan. Outstanding awards under the 2014 Plan and 2012 Plan continue to be subject to the terms and conditions of the 2014 Plan and 2012 Plan, respectively. Shares available for grant under the 2014 Plan and 2012 Plan, which were reserved but not issued or subject to outstanding awards under the 2014 Plan or 2012 Plan, respectively, as of the effective date of the 2017 Plan, were added to the reserves of the 2017 Plan. We initially reserved 87,270,108 shares of our Class A common stock for future issuance under the 2017 Plan. An additional number of shares of Class A common stock will be added to the 2017 Plan equal to (i) 96,993,064 shares of Class A common stock reserved for future issuance pursuant to outstanding stock options and unvested RSUs under the 2014 Plan, (ii) 37,228,865 shares of Class A common stock issuable on conversion of Class B common stock underlying stock options and unvested RSUs outstanding under the 2012 Plan, (iii) 17,858,235 shares of Class A common stock that were reserved for issuance under the 2014 Plan as of the date the 2017 Plan became effective, (iv) 11,004,580 shares of Class A common stock issuable on conversion of Class B common stock that were reserved for issuance under the 2012 Plan as of the date the 2017 Plan became effective, and (v) a maximum of 86,737,997 shares of Class A common stock that will be added pursuant to the following sentence. With respect to each share that returns to the 2017 Plan pursuant to (i) and (ii) of the prior sentence that was associated with an award that was outstanding under the 2014 Plan and 2012 Plan as of October 31, 2016, an additional share of Class A common stock will be added to the share reserve of the 2017 Plan, up to a maximum of 86,737,997 shares . The number of shares reserved for issuance under the 2017 Plan will increase automatically on January 1st of each calendar year, beginning on January 1, 2018 through January 1, 2027 , by the lesser of (i) 5.0 % of the total number of shares of our capital stock outstanding on December 31st of the immediately preceding calendar year, and (ii) a number determined by our board of directors. The maximum term for stock options granted under the 2017 Plan may not exceed ten years from the date of grant. The 2017 Plan will terminate ten years from the date our board of directors approved the plan, unless it is terminated earlier by our board of directors. 2017 Employee Stock Purchase Plan In January 2017, our board of directors adopted the 2017 Employee Stock Purchase Plan (“2017 ESPP”). Our stockholders approved the 2017 ESPP in February 2017. The 2017 ESPP became effective in connection with the IPO. A total of 16,484,690 shares of Class A common stock were initially reserved for issuance under the 2017 ESPP. No shares of our Class A common stock have been issued or offered under the 2017 ESPP. The number of shares of our Class A common stock reserved for issuance will automatically increase on January 1st of each calendar year, beginning on January 1, 2018 through January 1, 2027 , by the lesser of (i) 1.0 % of the total number of shares of our common stock outstanding on the last day of the calendar month before the date of the automatic increase, and (ii) 15,000,000 shares; provided that before the date of any such increase, our board of directors may determine that such increase will be less than the amount set forth in clauses (i) and (ii). 81 Restricted Stock Units and Restricted Stock Awards The following table summarizes the RSU and RSA activity during the year ended December 31, 2020: Class A Outstanding Weighted- Average Grant Date Fair Value per RSU (in thousands, except per share data) Unvested at December 31, 2019 148,797 $ 12.39 Granted 61,337 $ 19.67 Vested ( 71,301 ) $ 13.60 Forfeited ( 7,661 ) $ 13.19 Unvested at December 31, 2020 131,172 $ 15.10 The total fair value of RSUs and RSAs vested during the years ended December 31, 2020, 2019, and 2018 was $ 969.4 million, $ 964.7 million, and $ 890.4 million, respectively. All compensation cost related to Pre-2017 RSUs was recognized as of December 31, 2020. Total unrecognized compensation cost related to Post-2017 Awards was $ 1.8 billion as of December 31, 2020 and is expected to be recognized over a weighted-average period of 2.6 years Additionally, we had 9.4 million RSUs that were vested but have not yet settled as of December 31, 2019, respectively. The balance as of December 31, 2019 was primarily related to the CEO Award . RSUs related to the CEO Award were fully settled as of December 31, 2020 . Stock Options The following table summarizes the stock option award activity under the Stock Plans during the year ended December 31, 2020: Class A Number of Shares Class B Number of Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) (in thousands, except per share data) Outstanding at December 31, 2019 8,712 1,550 $ 9.00 5.59 $ 75,460 Granted 90 — $ 24.95 — $ — Exercised ( 3,824 ) ( 754 ) $ 7.47 — $ — Forfeited ( 150 ) — $ 13.78 — $ — Outstanding at December 31, 2020 4,828 796 $ 10.37 5.20 $ 223,230 Exercisable at December 31, 2020 3,466 796 $ 9.35 4.37 $ 173,581 Vested and expected to vest at December 31, 2020 4,761 796 $ 10.34 5.17 $ 220,777 (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the closing market price of our Class A common stock as of December 31, 2020 and December 31, 2019, respectively. The weighted-average fair value of stock options granted during the years ended December 31, 2020 and 2019 was $ 12.11 and $ 7.44 per share, respectively. The expense is estimated based on the option’s fair value as calculated by the Black-Scholes option pricing model. Stock-based compensation expense for stock options was not material in the years ended December 31, 2020, 2019, and 2018. Total unrecognized compensation cost related to unvested stock options was $ 8.4 million as of December 31, 2020 and is expected to be recognized over a weighted-average period of 1.3 years. 82 The total grant date fair value of stock options that vested in the years ended December 31, 2020, 2019, and 2018 was $ 11.1 million, $ 23.3 million, and $ 24.8 million, respectively. The intrinsic value of stock options exercised in the years ended December 31, 2020, 2019, and 2017 was $ 75.5 million, $ 44.0 million, and $ 289.1 million, respectively. Stock-Based Compensation Expense Total stock-based compensation expense by function was as follows: Year Ended December 31, 2020 2019 2018 (in thousands) Cost of revenue $ 9,367 $ 6,365 $ 4,393 Research and development 533,272 464,639 340,533 Sales and marketing 108,270 93,355 84,059 General and administrative 119,273 121,654 109,226 Total $ 770,182 $ 686,013 $ 538,211 5. Business Acquisitions and Divestitures 2020 Acquisitions For the year ended December 31, 2020, we completed acquisitions to enhance our existing platform, technology, and workforce. The aggregate allocation of acquisition date fair value was as follows: Total (in thousands) Technology $ 46,112 Goodwill 162,747 Net deferred tax liability ( 5,741 ) Other assets acquired and liabilities assumed, net 1,392 Total $ 204,510 The goodwill amount represents synergies related to our existing platform expected to be realized from the business acquisitions and assembled workforces. Of the acquired goodwill and intangible assets, $ 49.6 million is deductible for tax purposes. 2019 Acquisitions and Divestiture AI Factory, Inc. In December 2019, we acquired the remaining ownership interest in AI Factory, Inc. (“AI Factory”), a content and technology company. Prior to the acquisition, we owned a minority interest in the company. The purpose of the acquisition was to enhance the functionality of our platform. The acquisition date fair value of AI Factory was $ 128.1 million, which primarily represents current and future cash consideration payments to sellers, as well as the $ 13.5 million estimated fair value of our original minority interest. We recognized the change in pre-acquisition fair value of our original minority interest as a gain in Other income (expense), net on the consolidated statement of operations. The allocation of acquisition date fair value is preliminary and is subject to additional information related to the assets and liabilities that existed as of the acquisition date. The allocation of acquisition date fair value was as follows: Total (in thousands) Technology $ 16,000 Goodwill 110,734 Other assets acquired and liabilities assumed, net 1,353 Total $ 128,087 83 The goodwill amount represents synergies related to our existing platform expected to be realized from this business combination and assembled workforce. The associated goodwill and intangible assets are not deductible for tax purposes. Placed, LLC In June 2019, we divested our membership interest in Placed, a location-based measurement services company, to Foursquare Labs, Inc. (“Foursquare”). The total cash consideration received was $ 77.8 million, which includes amounts paid for severance and equity compensation. $ 66.9 million represents purchase consideration and we recognized a net gain on divestiture of $ 39.9 million, which is included in other income (expense), net, on our consolidated statements of operations. The operating results of Placed were not material to our consolidated revenue or consolidated operating loss for all periods presented. We determined that Placed did not meet the criteria to be classified as discontinued operations. Placed assets and liabilities on completion of the divestiture were as follows: Total (in thousands) Trademarks, net $ 1,052 Technology, net 14,193 Customer relationships, net 5,246 Goodwill 2,682 Other assets and liabilities, net 3,827 Total $ 27,000 Other Acquisitions In the fourth quarter of 2019, we acquired a business to enhance our existing platform, technology, and workforce. The purchase consideration was $ 34.0 million of which $ 23.5 million was allocated to goodwill and the remainder primarily to identifiable intangible assets. The goodwill amount represents synergies related to our existing platform expected to be realized from this business combination and assembled workforce. The associated goodwill and intangible assets are deductible for tax purposes. Additional Information on 2020 and 2019 Acquisitions Unaudited pro forma results of operations assuming the above acquisitions had taken place at the beginning of each period are not provided because the historical operating results of the acquired entities were not material and pro forma results would not be materially different from reported results for the periods presented. 6. Goodwill and Intangible Assets The changes in the carrying amount of goodwill for the years ended December 31, 2020 and 2019 were as follows: Goodwill (in thousands) Balance as of December 31, 2018 $ 632,370 Goodwill acquired 134,255 Goodwill divested ( 2,682 ) Foreign currency translation ( 2,790 ) Balance as of December 31, 2019 $ 761,153 Goodwill acquired 162,747 Foreign currency translation 15,359 Balance as of December 31, 2020 $ 939,259 84 Intangible assets consisted of the following: December 31, 2020 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands, except years) Domain names 1.6 $ 414 $ 283 $ 131 Acquired developed technology 3.2 206,197 111,129 95,068 Patents 4.9 19,860 9,130 10,730 $ 226,471 $ 120,542 $ 105,929 December 31, 2019 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands except years) Domain names 2.6 $ 5,414 $ 5,200 $ 214 Trademarks — 3,072 3,072 — Acquired developed technology 3.6 175,414 95,921 79,493 Customer relationships — 2,172 2,172 — Patents 5.9 19,710 7,296 12,414 $ 205,782 $ 113,661 $ 92,121 Amortization of intangible assets for the years ended December 31, 2020, 2019, and 2018 was $ 33.5 million, $ 33.4 million, and $ 42.6 million, respectively. As of December 31, 2020, the estimated intangible asset amortization expense for the next five years and thereafter is as follows: Estimated Amortization (in thousands) Year ending December 31, 2021 $ 37,366 2022 28,406 2023 24,258 2024 13,971 2025 1,411 Thereafter 517 Total $ 105,929 7. Long-Term Debt Convertible Notes 2025 Notes In April 2020, we entered into a purchase agreement for the sale of an aggregate of $ 1.0 billion principal amount of senior convertible notes (the “2025 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The 2025 Notes consisted of an $ 850.0 million initial placement and an over-allotment option that provided the initial purchasers of the 2025 Notes with the option to purchase an additional $ 150.0 million aggregate principal amount of the 2025 Notes, which was fully exercised. The 2025 Notes were issued pursuant to an Indenture, dated April 28, 2020 (the “Indenture”). The net proceeds from the issuance of the 2025 Notes were $ 888.6 million, net of debt issuance costs and cash used to purchase the 2025 Capped Call Transactions discussed below. 85 The 2025 Notes are unsecured and unsubordinated obligations. Interest is payable in cash semi-annually in arrears beginning on November 1, 2020 at a rate of 0.25 % per year. The 2025 Notes mature on May 1, 2025 unless repurchased, redeemed, or converted in accordance with the terms prior to such date. The 2025 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 46.1233 shares of Class A common stock per $ 1,000 principal amount of 2025 Notes, which is equivalent to an initial conversion price of approximately $ 21.68 (the “2025 Conversion Price”) per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain events as described in the Indenture. We may redeem for cash all or any portion of the 2025 Notes, at our option, on or after May 6, 2023 if the last reported sale price of our Class A common stock has been at least 130 % of the 2025 Conversion Price then in effect for at least 20 trading days at a redemption price equal to 100 % of the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest. Holders of the 2025 Notes may convert all or a portion of their 2025 Notes at their option prior to February 1, 2025, in multiples of $ 1,000 principal amounts, only under the following circumstances: • if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to 130 % of the applicable conversion price of the 2025 Notes on each such trading day; • during the five business day period after any ten consecutive trading day period in which the trading price per $ 1,000 principal amount of the 2025 Notes for each day of that ten consecutive trading day period was less than 98 % of the product of the last reported sale price of our Class A common stock and the applicable conversion rate of the 2025 Notes on such trading day; • on a notice of redemption, in which case we may be required to increase the conversion rate for the 2025 Notes so surrendered for conversion in connection with such redemption notice; or • on the occurrence of specified corporate events. On or after February 1, 2025, the 2025 Notes are convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Holders of the 2025 Notes who convert in connection with a make-whole fundamental change, as defined in the Indenture, or in connection with a redemption are entitled to an increase in the conversion rate. Additionally, in the event of a fundamental change, holders of the 2025 Notes may require us to repurchase all or a portion of the 2025 Notes at a price equal to 100 % of the principal amount of 2025 Notes, plus any accrued and unpaid interest, including any additional interest. In accounting for the issuance of the 2025 Notes, we separated the 2025 Notes into liability and equity components. The carrying amount of the equity component was $ 289.9 million and was recorded as a debt discount, which is amortized to interest expense at an effective interest rate of 7.39 %. We allocated $ 3.3 million of debt issuance costs to the equity component and the remaining debt issuance costs of $ 8.1 million were allocated to the liability component, which are amortized to interest expense under the effective interest rate method. The equity component of the 2025 Notes will not be remeasured as long as it continues to meet the conditions for equity classification. 2026 Notes In August 2019, we entered into a purchase agreement for the sale of an aggregate of $ 1.265 billion principal amount of senior convertible notes (the “2026 Notes”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the issuance of the 2026 Notes were $ 1.15 billion, net of debt issuance costs and cash used to purchase the 2026 Capped Call Transactions discussed below. The 2026 Notes are unsecured and unsubordinated obligations. Interest is payable in cash semi-annually in arrears beginning on February 1, 2020 at a rate of 0.75 % per year. The 2026 Notes mature on August 1, 2026 unless repurchased, redeemed, or converted in accordance with the terms prior to such date. 86 The 2026 Notes are convertible into cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election, at an initial conversion rate of 43.8481 shares of Class A common stock per $ 1,000 principal amount of 2026 Notes, which is equivalent to an initial conversion price of approximately $ 22.81 (the “2026 Conversion Price”) per share of our Class A common stock. The Convertible Notes consisted of the following: As of December 31, 2020 As of December 31, 2019 2025 Notes 2026 Notes 2026 Notes (in thousands) Liability: Principal $ 1,000,000 $ 1,265,000 $ 1,265,000 Unamortized debt discount and issuance costs ( 263,956 ) ( 325,875 ) ( 373,224 ) Net carrying amount $ 736,044 $ 939,125 $ 891,776 Carrying amount of the equity component $ 286,589 $ 377,432 $ 377,432 As of December 31, 2020, the debt discount and debt issuance costs on the 2025 Notes and 2026 Notes will be amortized over the remaining period of approximately 4.3 years and 5.6 years, respectively. Interest expense related to the amortization of debt discount and issuance costs was $ 81.4 million and $ 17.8 million for the years ended December 31, 2020 and 2019, respectively, while contractual interest expense was $ 11.2 million and $ 3.7 million for the years ended December 31, 2020 and 2019, respectively. As neither of the Convertible Notes were outstanding in 2018, no interest expense related to these notes was recorded for the year ended December 31, 2018. As of December 31, 2020, the if-converted value of the 2025 Notes and 2026 Notes exceeded the principal amount by $ 1,512 million and $ 1,309 million, respectively. The sale price for conversion was satisfied as of December 31, 2020 and as a result, the Convertible Notes first became eligible for optional conversion during the first quarter of 2021. Capped Call Transactions In connection with the pricing of the 2025 Notes and 2026 Notes, we entered into the 2025 Capped Call Transactions and the 2026 Capped Call Transactions (together, the “Capped Call Transactions”), respectively, with certain counterparties at a net cost of $ 100.0 million and $ 102.1 million, respectively. The cap price of the 2025 Capped Call Transactions is initially $ 32.12 per share of our Class A common stock and the cap price of the 2026 Capped Call Transaction is $ 32.58 per share of our Class A common stock. Both are subject to certain adjustments under the terms of the Capped Call Transactions. Conditions that cause adjustments to the initial strike price of the Capped Call Transactions mirror conditions that result in corresponding adjustments for the Convertible Notes. The Capped Call Transactions are intended to reduce potential dilution to holders of our Class A common stock beyond the conversion prices up to the cap prices on any conversion of the Convertible Notes or offset any cash payments we are required to make in excess of the principal amount, as the case may be, with such reduction or offset subject to a cap. The cost of the Capped Call Transactions was recorded as a reduction of our additional paid-in capital in our consolidated balance sheets. As of December 31, 2020, the Capped Call Transactions were in-the-money and will not be remeasured as long as they continue to meet the conditions for equity classification. Credit Facility In July 2016, we entered into a five-year senior unsecured revolving credit facility (“Credit Facility”) with lenders some of which are affiliated with certain members of the underwriting syndicate for our Convertible Notes offering, that allows us to borrow up to $ 1.1 billion to fund working capital and general corporate-purpose expenditures. The loan bears interest at LIBO plus 0.75 %, as well as an annual commitment fee of 0.10 % on the daily undrawn balance of the facility. No origination fees were incurred at the closing of the Credit Facility. In December 2016, the amount we are permitted to borrow under the Credit Facility was increased to $ 1.2 billion. In February 2018, the amount we are permitted to borrow under the Credit Facility was increased to $1.25 billion. In August 2018 , we amended the Credit Facility to extend the term to August 2023 with respect to an aggregate of $1.05 billion of the $ 1.25 billion that we may borrow under the Credit Facility. In August 2019, we amended the Credit Facility to revise the covenants that restrict the repurchase of equity securities and the 87 incurrence of indebtedness to permit the 2026 Capped Call Transactions and issuance of the 2026 Notes. In April 2020, we amended the Credit Facility to revise the covenants that restrict the incurrence of indebtedness to permit the 2025 Capped Call Transactions and issuance of the 2025 Notes. As of December 31, 2020, no amounts were outstanding under the Credit Facility. As of December 31, 2020, we had $ 25.4 million in the form of outstanding standby letters of credit. 8. Commitments and Contingencies Commitments We have non-cancelable contractual agreements related to the hosting of our data storage processing, storage, and other computing services. In January 2017, we entered into the Google Cloud Platform License Agreement. Under the agreement, we were granted a license to access and use certain cloud services. The agreement has an initial term of five years and we are required to purchase at least $ 400.0 million of cloud services in each year of the agreement. For each of the first four years , up to 15 % of this amount may be moved to a subsequent year. If we fail to meet the minimum purchase commitment during any year, we are required to pay the difference. In March 2016, we entered into the AWS Enterprise Agreement for the use of cloud services from Amazon Web Services, Inc. (“AWS”). Under the agreement, as amended, we are committed to spend an aggregate of $ 1.1 billion between January 2017 and December 2022 on AWS services ($ 90.0 million in 2018, $ 150.0 million in 2019, $ 215.0 million in 2020, $ 280.0 million in 2021, and $ 349.0 million in 2022). If we fail to meet the minimum purchase commitment during any year, we are required to pay the difference. Any such payment may be applied to future use of AWS services during the term, although it will not count towards meeting the future minimum purchase commitments. The future minimum contractual commitment including commitments less than one year, as of December 31, 2020 for each of the next five years are as follows: Minimum Commitment (in thousands) Year ending December 31, 2021 $ 681,150 2022 392,882 2023 152 2024 57 2025 — Thereafter 2 Total minimum commitments $ 1,074,243 Contingencies We record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We also disclose material contingencies when we believe a loss is not probable but reasonably possible. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Many legal and tax contingencies can take years to be resolved. Pending Matters Beginning in May 2017, we, certain of our officers and directors, and the underwriters for our IPO were named as defendants in securities class actions purportedly brought on behalf of purchasers of our Class A common stock, alleging violation of securities laws that arose following our IPO. On January 17, 2020, we reached a preliminary agreement to settle the securities class actions. The preliminary settlement agreement was signed in January 2020 and provided for a resolution of all of the pending claims in the securities class actions for $ 187.5 million. In the fourth quarter of 2019, we recorded legal expense, net of amounts directly covered by insurance, of $ 100.0 million for the expected settlement of the stockholder actions since we concluded the loss was probable and estimable. The amount was recorded in general and administrative expense in our consolidated statements of operations. The settlement agreement was preliminarily approved by the federal court in April 2020 and by the state court in November 2020. The settlement amount was paid into escrow in December 2020 and will be released following final approval. 88 On April 3, 2018, BlackBerry Limited filed a lawsuit against us alleging that we infringe six of its patents. This lawsuit was dismissed in November 2019 after four of the patents were ruled to be invalid; and in December 2020, the U.S. Court of Appeals for the Federal Circuit affirmed the dismissal. In 2017, Vaporstream, Inc. filed a lawsuit against us alleging that we infringe a number of its patents. In March 2020, we reached a preliminary agreement to settle the matter and in the first quarter of 2020 we recorded legal expense of $ 10.0 million related to the expected settlement since we concluded the loss was probable and estimable. The amount was recorded in general and administrative expense in our consolidated statements of operations. In April 2020, the case was dismissed pursuant to a settlement agreement. The outcomes of our legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our financial condition, results of operations, and cash flows for a particular period. For the pending matters described above, it is not possible to estimate the reasonably possible loss or range of loss. We are subject to various other legal proceedings and claims in the ordinary course of business, including certain patent, trademark, privacy, regulatory, and employment matters. Although occasional adverse decisions or settlements may occur, we do not believe that the final disposition of any of our other pending matters will seriously harm our business, financial condition, results of operations, and cash flows. Indemnifications In the ordinary course of business, we may provide indemnifications of varying scope and terms to customers, vendors, lessors, investors, directors, officers, employees, and other parties with respect to certain matters. Indemnification may include losses from our breach of such agreements, services we provide, or third party intellectual property infringement claims. These indemnifications may survive termination of the underlying agreement and the maximum potential amount of future indemnification payments may not be subject to a cap. We have not incurred material costs to defend lawsuits or settle claims related to these indemnifications as of December 31, 2020. We believe the fair value of these liabilities is immaterial and accordingly have no liabilities recorded for these agreements at December 31, 2020. 9. Leases We have various non-cancelable lease agreements for certain of our offices with original lease periods expiring between 2021 and 2042. Our lease terms may include options to extend or terminate the lease when it is reasonably certain we will exercise that option. Certain of the arrangements have free rent periods or escalating rent payment provisions. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets. We recognize rent expense on a straight-line basis over the lease term. Additionally, we sublease certain operating leases to third parties primarily as a result of moving to a centralized corporate office in Santa Monica, California in 2018. Lease Cost The components of lease cost were as follows: Year Ended December 31, 2020 2019 (in thousands) Operating lease expense $ 60,450 $ 60,921 Sublease income ( 2,815 ) ( 4,716 ) Total net lease costs $ 57,635 $ 56,205 89 Lease Term and Discount Rate The weighted-average remaining lease term (in years) and discount rate related to the operating leases were as follows: For the Year Ended December 31, 2020 2019 Weighted-average remaining lease term 7.6 8.1 Weighted-average discount rate 5.5 % 5.7 % As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date to determine the present value of lease payments. Maturity of Lease Liabilities The present value of our operating lease liabilities as of December 31, 2020 were as follows: Operating Leases (in thousands) Year ending December 31, 2021 $ 59,129 2022 63,968 2023 59,859 2024 59,731 2025 55,341 Thereafter 107,125 Total lease payments $ 405,153 Less: Imputed interest ( 76,784 ) Present value of lease liabilities $ 328,369 As of December 31, 2020, we have additional operating leases for facilities that have not yet commenced with lease obligations of $ 13.5 million. These operating leases will commence between 2021 and 2022 with lease terms of greater than one year to five years . This table does not include lease payments that were not fixed at commencement or modification. In 2018, we exited various operating leases prior to the end of the contractual lease term, primarily as a result of moving to a centralized corporate office located in Santa Monica, California. The charges, recorded as general and administrative expenses, primarily included the present value of our remaining lease obligation on the cease use dates that occurred during the period, net of estimated sublease income. As of December 31, 2018, we had exited all properties associated with this event. On January 1, 2019, under the transition provisions of ASU 2016-02 (Topic 842), we adjusted the initial measurement of the lease asset related to the lease exit properties by $ 32.1 million which represents the carrying amount of the associated lease exit liability as of December 31, 2018. Changes to our estimated sublease income, including actual contracted sublease income, may result in impairment of the right-of-use asset in the period determined. Prior to January 1, 2019, we had several lease agreements where we were deemed the owner under build-to-suit lease accounting. The value of the leased property and corresponding financing obligations was included in property and equipment, net and other liabilities, respectively, on our consolidated balance sheets as of December 31, 2018. Net assets capitalized under build-to-suit leases were $ 48.4 million as of December 31, 2018. As part of the adoption of Topic 842, we derecognized those assets and liabilities and recorded the difference as an adjustment to accumulated deficit at January 1, 2019. These leases are included within the right-of-use asset and lease liability balances on our consolidated balance sheet as of December 31, 2020 and 2019. Other Information Cash payments included in the measurement of our o perating lease liabilities were $ 73.3 million and $ 66.3 million for the years ended December 31, 2020 and 2019, respectively. Lease liabilities arising from obtaining operating lease right-of-use assets were $ 36.2 million and $ 35.2 million for the years ended December 31, 2020 and 2019, respectively . 90 10. Fair Value Measurements Assets and liabilities measured at fair value are classified into the following categories: • Level 1: Quoted market prices in active markets for identical assets or liabilities. • Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. • Level 3: Unobservable inputs reflecting the reporting entity’s own assumptions or external inputs from inactive markets. We classify our cash equivalents and marketable securities within Level 1 or Level 2 because we use quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. There were no transfers between levels during the periods presented. The following table sets forth our financial assets as of December 31, 2020 and 2019 that are measured at fair value on a recurring basis during the period: December 31, 2020 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value (in thousands) Cash $ 464,006 $ — $ — $ 464,006 Level 1 securities: U.S. government securities 1,272,125 122 ( 21 ) 1,272,226 U.S. government agency securities 245,055 8 ( 24 ) 245,039 Level 2 securities: Corporate debt securities 81,158 1 ( 18 ) 81,141 Commercial paper 425,861 — — 425,861 Certificates of deposit 49,267 — — 49,267 Total $ 2,537,472 $ 131 $ ( 63 ) $ 2,537,540 December 31, 2019 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value (in thousands) Cash $ 416,099 $ — $ — $ 416,099 Level 1 securities: U.S. government securities 1,305,145 604 ( 49 ) 1,305,700 U.S. government agency securities 269,278 48 ( 32 ) 269,294 Level 2 securities: Corporate debt securities 28,420 13 ( 4 ) 28,429 Commercial paper 84,498 — — 84,498 Certificates of deposit 8,785 — — 8,785 Total $ 2,112,225 $ 665 $ ( 85 ) $ 2,112,805 Gross unrealized losses were not material as of December 31, 2020 and December 31, 2019, respectively. As of December 31, 2020, we considered any decreases in fair value on our marketable securities to be driven by factors other than credit risk, including market risk. All of our marketable securities have contractual maturities of less than one year. For certain non-marketable investments we have elected the fair value option, using Level 3 inputs, where changes in fair value are recorded in other income (expense), net. Unrealized gains and losses related to these debt investments were not material for the period ended December 31, 2020. As of December 31, 2020 the fair value of the debt investments was recorded within other assets and was not material. 91 W e carry the Convertible Notes at face value less the unamortized discount and issuance costs on our consolidated balance sheets and present that fair value for disclosure purposes only. As of December 31, 2020, the fair value of the 2025 Notes and the 2026 Notes was $ 2.4 billion and $ 2.8 billion, respectively. The estimated fair value of the Convertible Notes, which are classified as Level 2 financial instruments, was determined based on the estimated or actual bid prices of the Convertible Notes in an over-the-counter market on the last business day of the period . 11. Income Taxes The domestic and foreign components of pre-tax loss were as follows: Year Ended December 31, 2020 2019 2018 (in thousands) Domestic $ ( 320,757 ) $ ( 770,448 ) $ ( 969,922 ) Foreign ( 605,428 ) ( 262,819 ) ( 283,442 ) Loss before income taxes $ ( 926,185 ) $ ( 1,033,267 ) $ ( 1,253,364 ) The components of our income tax (benefit) expense were as follows: Year Ended December 31, 2020 2019 2018 (in thousands) Current: Federal $ — $ — $ — State 1,035 113 106 Foreign 23,945 771 2,824 Total current income tax (benefit) expense 24,980 884 2,930 Deferred: Federal ( 1,720 ) ( 277 ) ( 15 ) State ( 414 ) ( 85 ) ( 40 ) Foreign ( 4,192 ) ( 129 ) ( 328 ) Total deferred income tax (benefit) expense ( 6,326 ) ( 491 ) ( 383 ) Income tax (benefit) expense $ 18,654 $ 393 $ 2,547 The following is a reconciliation of the statutory federal income tax rate to our effective tax rate: Year Ended December 31, 2020 2019 2018 Tax benefit (expense) computed at the federal statutory rate 21.0 % 21.0 % 21.0 % State tax benefit (expense), net of federal benefit 8.3 7.6 5.1 Change in valuation allowance ( 58.9 ) ( 38.5 ) ( 28.4 ) Differences between U.S. and foreign tax rates on foreign income ( 1.4 ) ( 1.0 ) ( 0.9 ) Stock-based compensation benefit (expense) 17.8 0.8 ( 1.2 ) U.S. federal research & development credit benefit 8.4 6.3 5.2 U.K. corporate rate increase 4.3 — — Acquisitions and divestitures ( 0.1 ) 3.4 0.2 Other benefits (expenses) ( 1.4 ) 0.4 ( 1.2 ) Total income tax benefit (expense) ( 2.0 )% ( 0.0 ) % ( 0.2 )% 92 The significant components of net deferred tax balances were as follows: Year Ended December 31, 2020 2019 (in thousands) Deferred tax assets: Accrued expenses $ 23,719 $ 31,746 Intangible assets 175,397 172,228 Stock-based compensation 41,246 134,489 Loss carryforwards 1,714,870 1,201,569 Tax credit carryforwards 460,302 337,497 Lease liability 80,794 84,154 Other (1) 6,374 5,390 Total deferred tax assets $ 2,502,702 $ 1,967,073 Deferred tax liabilities: Convertible debt ( 138,832 ) ( 87,904 ) Right-of-use asset ( 63,122 ) ( 63,595 ) Other (1) ( 7,394 ) ( 4,325 ) Total deferred tax liabilities $ ( 209,348 ) $ ( 155,824 ) Total net deferred tax assets before valuation allowance 2,293,354 1,811,249 Valuation allowance ( 2,293,361 ) ( 1,811,666 ) Net deferred taxes $ ( 7 ) $ ( 417 ) (1) “Other” was originally presented net in our Annual Report on Form 10-K for the period ending December 31, 2019, and is now separated into “Other Assets” and “Other Liabilities” for both comparative periods. “Property and Equipment” for the year ended December 31, 2019 was originally presented on a standalone basis in our December 31, 2019 Annual Report, and is now included within “Other Liabilities”. Income tax expense was $ 18.7 million for the year ended December 31, 2020, compared to a tax expense of $ 0.4 million for the year ended December 31, 2019. This increase was primarily driven by a discrete expense resulting from intra-entity transfers of intangible assets, partially offset by a discrete benefit resulting from a partial valuation allowance release on our deferred tax assets due to deferred tax liabilities originating from acquisitions. On July 22, 2020 the U.K. Finance Bill 2020 was enacted, increasing the U.K. tax rate from 17 % to 19 % effective April 1, 2020. This change in tax rate resulted in an increase to our U.K. net deferred tax assets, which are predominantly loss carryforwards, before valuation allowance of $ 39.7 million, which was fully offset by an increase in our valuation allowance. The issuance of the Convertible Notes in April 2020 and August 2019 resulted in a temporary difference between the carrying amount and tax basis of the Convertible Notes due to the allocation of debt proceeds and debt issuance costs between the liability and equity components. This basis difference resulted in the recognition of a $ 69.9 million and $ 92.1 million net deferred tax liability recorded to additional paid-in-capital in 2020 and 2019, respectively, which is fully offset by a change to our valuation allowance, also recorded to additional paid-in-capital. In June 2019, the United States Court of Appeals for the Ninth Circuit overturned the 2015 U.S. Tax Court decision in Altera Corp. v. Commissioner, thereby upholding the portion of the Treasury regulations issued under Section 482 of the Code, requiring related-party participants in a cost sharing arrangement to share stock-based compensation costs. In June 2020, the U.S. Supreme Court denied the taxpayer’s petition to review the Ninth Circuit’s decision. As a result, we recorded a cumulative adjustment to our intercompany cost sharing transactions from prior years, which resulted in an immaterial reduction to our deferred tax assets, caused by the differences in tax rates in the impacted jurisdictions. This reduction in our deferred tax assets resulted in an offsetting reduction to our valuation allowance. As of December 31, 2020, we had an immaterial amount of unremitted earnings related to certain foreign subsidiaries. We intend to continue to reinvest these foreign earnings indefinitely and do not expect to incur any significant taxes related to such amounts. 93 As of December 31, 2020, we had accumulated U.S. federal and state net operating loss carryforwards of $ 5.3 billion and $ 3.2 billion, respectively. Of the $ 5.3 billion of federal net operating loss carryforwards, $ 1.5 billion was generated before January 1, 2018 and is subject to a 20 -year carryforward period. The remaining $ 3.8 billion can be carried forward indefinitely but is subject to an 80 % taxable income limitation. The pre-2018 federal and all state net operating loss carryforwards will begin to expire in 2031 and 2026 , respectively. As of December 31, 2020, we had $ 2.1 billion of U.K. net operating loss carryforwards that can be carried forward indefinitely, however, use of such carryforwards in a given year is generally limited to 50 % of such year’s taxable income. As of December 31, 2020, we had accumulated U.S. federal and state research tax credits of $ 302.6 million and $ 190.4 million, respectively. The U.S. federal research tax credits will begin to expire in 2032 . The U.S. state research tax credits do not expire. We recognize valuation allowances on deferred tax assets if it is more likely than not that some or all of the deferred tax assets will not be realized. We had valuation allowances against net deferred tax assets of $ 2.3 billion and $ 1.8 billion as of December 31, 2020 and 2019, respectively. In 2020, the increase in the valuation allowance was primarily attributable to a net increase in our deferred tax assets resulting from the loss from operations and windfall tax benefits from share-based compensation, which was partially offset by the release of valuation allowance in additional paid-in-capital related to the issuance of the 2025 Notes . Uncertain Tax Positions The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 (in thousands) Beginning balance of unrecognized tax benefits $ 286,605 $ 251,808 Additions for current year tax positions 56,226 40,221 Additions for prior year tax positions 3,218 1,977 Reductions for prior year tax positions ( 712 ) ( 7,425 ) Changes due to lapse of statute of limitations ( 570 ) — Changes due to foreign currency translation adjustments 204 24 Ending balance of unrecognized tax benefits (excluding interest and penalties) $ 344,971 $ 286,605 Interest and penalties associated with unrecognized tax benefits 357 200 Ending balance of unrecognized tax benefits (including interest and penalties) $ 345,328 $ 286,805 The total amount of gross unrecognized tax benefits, including related interest and penalties, was $ 345.3 million and $ 286.8 million as of December 31, 2020 and 2019, respectively. Substantially all of the unrecognized tax benefit was recorded as a reduction in our gross deferred tax assets, offset by a corresponding reduction in our valuation allowance. We have net unrecognized tax benefits of $ 11.8 million and $ 1.5 million that are included in other liabilities on our consolidated balance sheet as of December 31, 2020 and 2019, respectively. Assuming there continues to be a valuation allowance against deferred tax assets in future periods when gross unrecognized tax benefits are realized, this would result in a tax benefit of $ 12.3 million within our provision of income taxes at such time. Our policy is to recognize interest and penalties associated with tax matters as part of the income tax provision and include accrued interest and penalties with the related income tax liability on our consolidated balance sheet. During the year ended December 31, 20 20 , interest expense recorded related to uncertain tax positions was not material. The income taxes we pay are subject to review by taxing jurisdictions globally. Our estimate of the potential outcome of any uncertain tax position is subject to management’s assessment of relevant risks, facts, and circumstances existing at that time. We believe that our estimate has adequately provided for these matters. However, our future results may include adjustments to estimates in the period the audits are resolved, which may impact our effective tax rate. Tax years ending on or after December 31, 2012 are subject to examination in the U.S., and tax years ending on or after December 31, 201 9 are subject to examination in the U.K. We are currently under examination by the U.S. Internal Revenue Service for the tax year ending December 31, 2018 . 94 12. Accumulated Other Comprehensive Income (Loss) The table below presents the changes in accumulated other comprehensive income (loss) (“AOCI”) by component and the reclassifications out of AOCI: Changes in Accumulated Other Comprehensive Income (Loss) by Component Marketable Securities Foreign Currency Translation Total (in thousands) Balance at December 31, 2019 $ 429 $ 144 $ 573 OCI before reclassifications 99 21,306 21,405 Amounts reclassified from AOCI (1) ( 615 ) — ( 615 ) Net current period OCI ( 516 ) 21,306 20,790 Balance at December 31, 2020 $ ( 87 ) $ 21,450 $ 21,363 (1 ) Realized gains and losses on marketable securities are reclassified from AOCI into other income (expense), net in the consolidated statements of operations. 13. Property and Equipment, Net Property and equipment, net, consisted of the following: As of December 31, 2020 2019 (in thousands) Computer hardware and software $ 35,040 $ 27,528 Leasehold improvements 175,850 165,150 Furniture and equipment 74,987 85,366 Construction in progress 27,284 8,183 Total 313,161 286,227 Less: accumulated depreciation and amortization ( 134,452 ) ( 112,560 ) Property and equipment, net $ 178,709 $ 173,667 Depreciation and amortization expense on property and equipment was $ 53.2 million, $ 53.8 million, and $ 49.0 million for the years ended December 31, 2020, 2019, and 2018, respectively. The following table lists property and equipment, net by geographic area: As of December 31, 2020 2019 (in thousands) Property and equipment, net: United States $ 157,596 $ 153,771 Rest of world (1) 21,113 19,896 Total property and equipment, net $ 178,709 $ 173,667 (1) No individual country exceeded 10% of our total property and equipment, net for any period presented. 95 14. Balance Sheet Components Accrued expenses and other current liabilities at December 31, 2020 and 2019 consisted of the following: As of December 31, 2020 2019 (in thousands) Accrued compensation and related expenses $ 141,046 $ 43,985 Accrued infrastructure costs 138,082 116,184 Partner revenue share liability 92,092 30,606 Acquisition liability 55,098 18,676 Accrued tax liability 38,119 18,593 Securities class actions legal charges — 100,000 Other 89,905 82,566 Total accrued expenses and other current liabilities $ 554,342 $ 410,610 15. Non-Marketable Investments We held investments in privately held companies with a carrying value of $ 169.5 million and $ 55.0 million as of December 31, 2020 and 2019, respectively, which consist primarily of equity securities. Non-marketable investments are included within other assets on the consolidated balance sheet. Such investments are reviewed periodically for impairments. We recorded impairments of $ 29.5 million for the year ended December 31, 2020 and $ 7.2 million for the year ended December 31, 2018, within other income (expense), net in the consolidated statements of operations. The impairment recorded for the year ended December 31, 2019 was not material. Additionally, we recognized gains on non-marketable investments of $ 42.4 million and $ 20.8 million for the years ended December 31, 2020 and 2019, respectively, within other income (expense), net on the consolidated statement of operations. The gains on non-marketable investments for the year ended December 31, 2018 were not material. 16. Employee Benefit Plans We have a defined contribution 401(k) plan (the “401(k) Plan”) for our U.S.-based employees. The 401(k) Plan is available for all full-time employees who meet certain eligibility requirements. Eligible employees may contribute up to 100 % of their annual compensation, but are limited to the maximum annual dollar amount allowable under the Code. We match 100 % of each participant’s contribution up to a maximum of 3 % of the participant’s base salary, bonus, and commissions paid during the period, and we match 50 % of each participant’s contribution between 3 % and 5 % of the participant’s base salary, bonus, and commissions paid during the period. During the years ended December 31, 2020, 2019, and 2018, we recognized expense of $ 18.4 million, $ 15.4 million, and $ 16.1 million, respectively, related to matching contributions. 17. Related Party Transactions In November 2020, we entered into a ground sublease with an entity that is controlled by our CEO that allows us to build and operate a hangar to support our aviation program. This entity subleases the ground to us for $ 0 and in exchange may utilize a specified percentage of the hangar space. If the entity needs additional space within the hangar, it will pay rent to Snap at a fair market value rate determined at the time this arrangement was entered into. Any space utilized by this entity will be space that is not required for Snap’s aviation program. Subject to certain limited exceptions, neither party may terminate this sublease for at least six years . After this period, Snap or this entity may terminate the lease at any time on 24 months’ prior written notice. Upon termination of the sublease, this entity will purchase the hangar from Snap at its fair market value on the termination date. The value of these arrangements are not material to our consolidated financial statements for the current period or for the term of the agreement. 96 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.