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 66 Consolidated Financial Statements: Consolidated Statements of Cash Flows 69 Consolidated Statements of Operations 70 Consolidated Statements of Comprehensive Income (Loss) 71 Consolidated Balance Sheets 72 Consolidated Statements of Stockholders’ Equity 73 Notes to Consolidated Financial Statements 74 65 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, 2021 and 2020, 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, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, 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, 2021, 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 3, 2022 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 Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. 66 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 basis for advertisements delivered over a period of time, or fees based on the number of advertising impressions delivered. Revenues related to fixed fee agreements are recognized ratably over the service period while revenues related to agreements based on the number of advertising impressions delivered are recognized when the advertisements are displayed. 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, sub-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 testing revenue recognized to accounts receivable 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 external confirmations of terms and conditions for a sample of customers. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2016. Los Angeles, California February 3, 2022 67 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, 2021, 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, 2021, 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, 2021 and 2020, 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, 2021, and the related notes and our report dated February 3, 2022 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 3, 2022 68 Snap Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2021 2020 2019 Cash flows from operating activities Net loss $ ( 487,955 ) $ ( 944,839 ) $ ( 1,033,660 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 119,141 86,744 87,245 Stock-based compensation 1,092,135 770,182 686,013 Amortization of debt discount and issuance costs 4,311 81,401 17,797 (Gains) losses on debt and equity securities, net ( 289,052 ) ( 10,250 ) ( 18,982 ) Induced conversion expense related to convertible notes 41,538 — — Gain on divestiture — — ( 39,883 ) Other 8,643 2,963 ( 10,084 ) Change in operating assets and liabilities, net of effect of acquisitions: Accounts receivable, net of allowance ( 332,967 ) ( 255,818 ) ( 147,862 ) Prepaid expenses and other current assets ( 26,607 ) ( 14,587 ) ( 9,849 ) Operating lease right-of-use assets 47,258 38,940 58,199 Other assets ( 10,916 ) ( 11,442 ) 1,169 Accounts payable 53,579 20,374 20,674 Accrued expenses and other current liabilities 117,092 108,601 146,063 Operating lease liabilities ( 49,294 ) ( 49,730 ) ( 60,844 ) Other liabilities 5,974 9,817 ( 954 ) Net cash provided by (used in) operating activities 292,880 ( 167,644 ) ( 304,958 ) Cash flows from investing activities Purchases of property and equipment ( 69,875 ) ( 57,832 ) ( 36,478 ) Purchases of strategic investments ( 41,160 ) ( 111,586 ) ( 5,481 ) Cash paid for acquisitions, net of cash acquired ( 310,915 ) ( 168,850 ) ( 77,119 ) Proceeds from divestiture, net — — 73,796 Purchases of marketable securities ( 2,438,983 ) ( 3,524,599 ) ( 2,477,388 ) Sales of marketable securities 379,555 389,974 184,179 Maturities of marketable securities 2,536,725 2,737,523 1,608,854 Other 34,880 5,506 1,029 Net cash provided by (used in) investing activities 90,227 ( 729,864 ) ( 728,608 ) Cash flows from financing activities Proceeds from issuance of convertible notes, net of issuance costs 1,137,227 988,582 1,251,411 Purchase of capped calls ( 86,825 ) ( 100,000 ) ( 102,086 ) Proceeds from the exercise of stock options 14,671 34,209 16,527 Net cash provided by financing activities 1,065,073 922,791 1,165,852 Change in cash, cash equivalents, and restricted cash 1,448,180 25,283 132,286 Cash, cash equivalents, and restricted cash, beginning of period 546,543 521,260 388,974 Cash, cash equivalents, and restricted cash, end of period $ 1,994,723 $ 546,543 $ 521,260 Supplemental disclosures Cash paid for income taxes, net $ 25,333 $ 3,692 $ 156 Cash paid for interest $ 10,887 $ 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 $ 6,498 $ 2,732 $ ( 6,027 ) See Notes to Consolidated Financial Statements. 69 Snap Inc. Consolidated Statements of Operations (in thousands, except per share amounts) Year Ended December 31, 2021 2020 2019 Revenue $ 4,117,048 $ 2,506,626 $ 1,715,534 Costs and expenses: Cost of revenue 1,750,246 1,182,505 895,838 Research and development 1,565,467 1,101,561 883,509 Sales and marketing 792,764 555,468 458,598 General and administrative 710,640 529,164 580,917 Total costs and expenses 4,819,117 3,368,698 2,818,862 Operating loss ( 702,069 ) ( 862,072 ) ( 1,103,328 ) Interest income 5,199 18,127 36,042 Interest expense ( 17,676 ) ( 97,228 ) ( 24,994 ) Other income (expense), net 240,175 14,988 59,013 Loss before income taxes ( 474,371 ) ( 926,185 ) ( 1,033,267 ) Income tax benefit (expense) ( 13,584 ) ( 18,654 ) ( 393 ) Net loss $ ( 487,955 ) $ ( 944,839 ) $ ( 1,033,660 ) Net loss per share attributable to Class A, Class B, and Class C common stockholders (Note 3): Basic $ ( 0.31 ) $ ( 0.65 ) $ ( 0.75 ) Diluted $ ( 0.31 ) $ ( 0.65 ) $ ( 0.75 ) Weighted average shares used in computation of net loss per share: Basic 1,558,997 1,455,693 1,375,462 Diluted 1,558,997 1,455,693 1,375,462 See Notes to Consolidated Financial Statements. 70 Snap Inc. Consolidated Statements of Comprehensive Income (Loss) (in thousands) Year Ended December 31, 2021 2020 2019 Net loss $ ( 487,955 ) $ ( 944,839 ) $ ( 1,033,660 ) Other comprehensive income (loss), net of tax Unrealized gain (loss) on marketable securities, net of tax ( 1,735 ) ( 516 ) 797 Foreign currency translation ( 14,107 ) 21,306 ( 3,371 ) Total other comprehensive income (loss), net of tax ( 15,842 ) 20,790 ( 2,574 ) Total comprehensive income (loss) $ ( 503,797 ) $ ( 924,049 ) $ ( 1,036,234 ) See Notes to Consolidated Financial Statements. 71 Snap Inc. Consolidated Balance Sheets (in thousands, except par value) December 31, 2021 2020 Assets Current assets Cash and cash equivalents $ 1,993,809 $ 545,618 Marketable securities 1,699,076 1,991,922 Accounts receivable, net of allowance 1,068,873 744,288 Prepaid expenses and other current assets 92,244 56,147 Total current assets 4,854,002 3,337,975 Property and equipment, net 202,644 178,709 Operating lease right-of-use assets 322,252 269,728 Intangible assets, net 277,654 105,929 Goodwill 1,588,452 939,259 Other assets 291,302 192,638 Total assets $ 7,536,306 $ 5,024,238 Liabilities and Stockholders’ Equity Current liabilities Accounts payable $ 125,282 $ 71,908 Operating lease liabilities 52,396 41,077 Accrued expenses and other current liabilities 674,108 554,342 Total current liabilities 851,786 667,327 Convertible senior notes, net 2,253,087 1,675,169 Operating lease liabilities, noncurrent 325,509 287,292 Other liabilities 315,756 64,474 Total liabilities 3,746,138 2,694,262 Commitments and contingencies (Note 8) Stockholders’ equity Class A non-voting common stock, $ 0.00001 par value. 3,000,000 shares authorized, 1,364,887 shares issued and outstanding at December 31, 2021 and 3,000,000 shares authorized, 1,248,010 shares issued and outstanding at December 31, 2020. 14 12 Class B voting common stock, $ 0.00001 par value. 700,000 shares authorized, 22,769 shares issued and outstanding at December 31, 2021 and 700,000 shares authorized, 23,696 shares issued and outstanding at December 31, 2020. — — Class C voting common stock, $ 0.00001 par value. 260,888 shares authorized, 231,627 shares issued and outstanding at December 31, 2021 and 260,888 shares authorized, 231,627 shares issued and outstanding at December 31, 2020. 2 2 Additional paid-in capital 12,069,097 10,200,141 Accumulated other comprehensive income (loss) 5,521 21,363 Accumulated deficit ( 8,284,466 ) ( 7,891,542 ) Total stockholders’ equity 3,790,168 2,329,976 Total liabilities and stockholders’ equity $ 7,536,306 $ 5,024,238 See Notes to Consolidated Financial Statements. 72 Snap Inc. Consolidated Statements of Stockholders’ Equity (in thousands) Year Ended December 31, 2021 2020 2019 Shares Amount Shares Amount Shares Amount Class A non-voting common stock Balance, beginning of period 1,248,010 12 1,160,127 12 999,304 10 Shares issued in connection with exercise of stock options under stock-based compensation plans 1,174 — 3,824 — 3,291 — Issuance of Class A non-voting common stock for vesting of restricted stock units and restricted stock awards, net 55,466 1 78,042 — 86,519 1 Issuance of Class A non-voting common stock for the induced conversion related to convertible senior notes 52,410 1 — — — — Conversion of Class B voting common stock to Class A non-voting common stock 1,095 — 6,017 — 71,013 1 Issuance of Class A non-voting common stock in connection with acquisitions 6,732 — — — — — Balance, end of period 1,364,887 14 1,248,010 12 1,160,127 12 Class B voting common stock Balance, beginning of period 23,696 — 24,522 — 93,846 1 Shares issued in connection with exercise of stock options under stock-based compensation plans 168 — 754 — 1,389 — Issuance of Class B voting common stock for vesting of restricted stock units, net — — — — 300 — Conversion of Class B voting common stock to Class A non-voting common stock ( 1,095 ) — ( 6,017 ) — ( 71,013 ) ( 1 ) Conversion of Class C voting common stock to Class B voting common stock — — 4,437 — — — Balance, end of period 22,769 — 23,696 — 24,522 - Class C voting common stock Balance, beginning of period 231,627 2 231,147 2 224,611 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 — Balance, end of period 231,627 2 231,627 2 231,147 2 Additional paid-in capital Balance, beginning of period — 10,200,141 — 9,205,256 — 8,220,417 Stock-based compensation expense — 1,088,506 — 771,084 — 686,013 Cumulative-effect adjustment from accounting changes — ( 664,021 ) Shares issued in connection with exercise of stock options under stock-based compensation plans — 14,680 — 34,209 — 16,567 Issuance of Class A non-voting common stock in connection with acquisitions and divestitures — 341,425 — 3,003 — 6,913 Equity component of convertible senior notes, net — — — 286,589 — 377,432 Issuance of Class A non-voting common stock for the induced conversion related to convertible senior notes — 1,175,191 Purchase of capped calls — ( 86,825 ) — ( 100,000 ) — ( 102,086 ) Balance, end of period — 12,069,097 — 10,200,141 — 9,205,256 Accumulated deficit Balance, beginning of period — ( 7,891,542 ) — ( 6,945,930 ) — ( 5,912,578 ) Cumulative-effect adjustment from accounting changes — 95,031 — ( 773 ) — 308 Net loss — ( 487,955 ) — ( 944,839 ) — ( 1,033,660 ) Balance, end of period — ( 8,284,466 ) — ( 7,891,542 ) — ( 6,945,930 ) Accumulated other comprehensive income (loss) Balance, beginning of period — 21,363 — 573 — 3,147 Other comprehensive income (loss), net of tax — ( 15,842 ) — 20,790 — ( 2,574 ) Balance, end of period — 5,521 — 21,363 — 573 Total stockholders’ equity $ 1,619,283 $ 3,790,168 $ 1,503,333 $ 2,329,976 $ 1,415,796 $ 2,259,913 See Notes to Consolidated Financial Statements. 73 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, forfeiture rate, the fair value of convertible senior notes, the fair value of stock-based awards, and the fair value of strategic 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, publicly traded equity 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. 74 Cost of Revenue Cost of revenue includes payments for content, developer, and advertiser partner costs. 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 $ 679.0 million, $ 324.3 million, and $ 174.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. In addition, cost of revenue consists of payments to third-party infrastructure partners for hosting our products, which include expenses related to storage, computing, and bandwidth costs. Cost of revenue also includes third-party selling costs, personnel-related costs, facilities and other supporting overhead costs, including depreciation and amortization, and inventory costs. Advertising Advertising costs are expensed as incurred and were $ 62.4 million, $ 29.5 million, and $ 31.4 million for the years ended December 31, 2021, 2020, and 2019, respectively. Capital Structure We have three classes of authorized common stock – Class A common stock, Class B common stock, and Class C common stock. Class A common stockholders have no voting rights , Class B common stockholders are entitled to one vote per share, and Class C common stockholders are 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 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. Stock-based Compensation We measure and recognize compensation expense for stock-based payment awards, including stock options, restricted stock units (“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. RSUs vest on the satisfaction of service conditions. 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 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. 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 75 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, 2021 and 2020, restricted cash balances were immaterial. Marketable Securities We hold investments in marketable securities consisting of U.S. government securities, U.S. government agency securities, publicly traded equity securities, corporate debt securities, certificates of deposit, and commercial paper. We classify marketable investments in debt securities as available-for-sale investments in our current assets because they represent investments available for current operations. Our available-for-sale investments in debt securities are carried at fair value with any unrealized gains and losses, included in accumulated other comprehensive (loss) income in stockholders’ equity. Available-for-sale debt securities with an amortized cost basis in excess of estimated fair value are assessed to determine what amount of that difference, if any, is caused by expected credit losses, with any allowance for credit losses recognized as a charge in other income (expense), net on our consolidated statements of income. We did no t record any credit losses for the years ended December 31, 2021 and December 31, 2020 on our available-for-sale debt securities. 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. Publicly traded equity securities are carried at fair value with any unrealized gains and losses recorded in other income (expense), net in our consolidated statements of operations. Strategic Investments We hold strategic investments in privately held companies, consisting primarily of equity securities without readily determinable fair values, and to a lesser extent, debt securities. We adjust the carrying value of these equity securities to fair 76 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 . Strategic investments are included within other assets on the consolidated balance sheets . When we exercise significant influence over, but do not control the investee, such strategic 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, 2021 and 2020, 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, software and equipment, five years for furniture, 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 20 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 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 77 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 the 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 generally 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. 78 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 In April 2020, we entered into a purchase agreement for the sale of an aggregate of $ 1.0 billion principal amount of convertible senior notes due in 2025 (the “2025 Notes”). In August 2019, we entered into a purchase agreement for the sale of an aggregate of $ 1.265 billion principal amount of convertible senior notes due in 2026 (the “2026 Notes”). Prior to January 1, 2021, we accounted for the 2025 Notes and the 2026 Notes as separate liability and equity components. On issuance, the carrying amount of the liability component was calculated by measuring the fair value of a similar liability that did not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was calculated by deducting the fair value of the liability component from the principal amount of the convertible notes as a whole. 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. Effective January 1, 2021 , we early adopted Accounting Standards Update (“ASU”) 2020-06 using the modified retrospective approach. As a result, the Convertible Notes are each accounted for as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. 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. Recent Accounting Pronouncements In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. Under ASU 2021-08, an acquirer must recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The guidance is effective for interim and annual periods beginning after December 15, 2022, with early adoption permitted. Effective January 1, 2022 , we early adopted ASU 2021-08 on a prospective basis. The impact of adoption of this standard on our consolidated financial statements, including accounting policies, processes, and systems, was not material. In August 2020, the FASB issued 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 Derivatives and Hedging (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 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 the current and 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 in 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. The impact of adoption of this standard on our consolidated financial statements, including accounting policies, processes, and systems, was not material. 79 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 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 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. 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 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 hardware products. For the periods presented, revenue from the sales of hardware products was not material. 80 The following table represents our revenue disaggregated by geography based on the billing address of the advertising customer: Year Ended December 31, 2021 2020 2019 (in thousands) Revenue: North America (1) (2) $ 2,871,369 $ 1,649,937 $ 1,068,108 Europe (3) 660,473 425,445 299,913 Rest of world 585,206 431,244 347,513 Total revenue $ 4,117,048 $ 2,506,626 $ 1,715,534 (1) North America includes Mexico, the Caribbean, and Central America. (2) United States revenue was $ 2.8 billion, $ 1.6 billion, and $ 1.0 billion for the years ended December 31, 2021, 2020, and 2019, respectively. (3) Europe includes Russia and Turkey. 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, 2021, 2020, and 2019: Year Ended December 31, 2021 2020 2019 (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 $ ( 408,118 ) $ ( 7,339 ) $ ( 72,498 ) $ ( 775,801 ) $ ( 15,577 ) $ ( 153,461 ) $ ( 817,156 ) $ ( 33,341 ) $ ( 183,164 ) Net loss attributable to common stockholders $ ( 408,118 ) $ ( 7,339 ) $ ( 72,498 ) $ ( 775,801 ) $ ( 15,577 ) $ ( 153,461 ) $ ( 817,156 ) $ ( 33,341 ) $ ( 183,164 ) Denominator: Basic shares: Weighted-average common shares - Basic 1,303,921 23,449 231,627 1,195,259 23,999 236,435 1,087,366 44,366 243,730 Diluted shares: Weighted-average common shares - Diluted 1,303,921 23,449 231,627 1,195,259 23,999 236,435 1,087,366 44,366 243,730 Net loss per share attributable to common stockholders: Basic $ ( 0.31 ) $ ( 0.31 ) $ ( 0.31 ) $ ( 0.65 ) $ ( 0.65 ) $ ( 0.65 ) $ ( 0.75 ) $ ( 0.75 ) $ ( 0.75 ) Diluted $ ( 0.31 ) $ ( 0.31 ) $ ( 0.31 ) $ ( 0.65 ) $ ( 0.65 ) $ ( 0.65 ) $ ( 0.75 ) $ ( 0.75 ) $ ( 0.75 ) 81 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, 2021 2020 2019 (in thousands) Stock options 4,304 5,624 10,262 Unvested RSUs and RSAs 86,180 131,172 148,797 Convertible Notes (if-converted) 62,755 101,591 55,468 4. Stockholders’ Equity Common Stock As of December 31, 2021, 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 stockholders have no voting rights , Class B common stockholders are entitled to one vote per share, and Class C common stockholders are 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 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, 2021, we did not 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, 2021, there were 1,364,886,581 shares, 22,769,005 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, RSAs, RSUs, 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 82 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). Restricted Stock Units and Restricted Stock Awards The following table summarizes the RSU and RSA activity during the year ended December 31, 2021: Class A Outstanding Weighted- Average Grant Date Fair Value per RSU (in thousands, except per share data) Unvested at December 31, 2020 131,172 $ 15.10 Granted 23,131 $ 59.28 Vested ( 59,009 ) $ 16.20 Forfeited ( 9,114 ) $ 16.32 Unvested at December 31, 2021 86,180 $ 26.07 The total fair value of RSUs and RSAs vested during the years ended December 31, 2021, 2020, and 2019 was $ 3.6 billion, $ 1.7 billion, and $ 1.0 billion, respectively. Total unrecognized compensation cost related to outstanding RSUs and RSAs was $ 2.0 billion as of December 31, 2021 and is expected to be recognized over a weighted-average period of 2.2 years. Stock Options The following table summarizes the stock option award activity under the Stock Plans during the year ended December 31, 2021: 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, 2020 4,828 796 $ 10.37 5.20 $ 223,230 Granted 48 — $ 49.63 Exercised ( 1,174 ) ( 168 ) $ 10.95 Forfeited ( 26 ) — $ 17.26 Outstanding at December 31, 2021 3,676 628 $ 10.59 4.19 $ 157,374 Exercisable at December 31, 2021 3,303 628 $ 10.08 3.93 $ 145,315 Vested and expected to vest at December 31, 2021 3,668 628 $ 10.59 4.18 $ 157,106 (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, 2021 and December 31, 2020, respectively. 83 The weighted-average fair value of stock options granted during the years ended December 31, 2021 and 2020 was $ 36.17 and $ 12.11 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, 2021, 2020, and 2019. Total unrecognized compensation cost related to unvested stock options was $ 2.9 million as of December 31, 2021 and is expected to be recognized over a weighted-average period of 1.0 year. The total grant date fair value of stock options that vested in the years ended December 31, 2021, 2020, and 2019 was $ 7.7 million, $ 11.1 million, and $ 23.3 million, respectively. The intrinsic value of stock options exercised in the years ended December 31, 2021, 2020, and 2019 was $ 69.4 million, $ 75.5 million, and $ 44.0 million, respectively. Stock-Based Compensation Expense Total stock-based compensation expense by function was as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Cost of revenue $ 17,221 $ 9,367 $ 6,365 Research and development 740,130 533,272 464,639 Sales and marketing 164,241 108,270 93,355 General and administrative 170,543 119,273 121,654 Total $ 1,092,135 $ 770,182 $ 686,013 5. Business Acquisitions and Divestitures 2021 Acquisitions Wave Optics In May 2021, we acquired Wave Optics Limited (“Wave Optics”), a display technology company that supplies light engines and diffractive waveguides for augmented reality displays. The total consideration was $ 541.8 million, of which $ 510.4 million represents purchase consideration and primarily consisted of 4.7 million shares of our Class A common stock with a fair value of $ 252.0 million, cash of $ 13.7 million, and a $ 238.4 million payable due no later than May 2023 in either cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election. The remaining $ 31.4 million of total consideration transferred represents compensation for future employment services. The allocation of purchase price is subject to change based on information received related to the assets and liabilities that existed as of the acquisition date. The allocation of the total purchase consideration for this acquisition is estimated as follows: Total (in thousands) Trademarks $ 20,584 Technology 77,118 Customer relationships 32,708 Goodwill 370,236 Net deferred tax liability ( 3,313 ) Other assets acquired and liabilities assumed, net 13,111 Total $ 510,444 The goodwill amount represents synergies expected to be realized from the business combination and assembled workforce. The associated goodwill and intangible assets are not deductible for tax purposes. 84 Fit Analytics In March 2021, we acquired Fit Analytics GmbH (“Fit Analytics”), a sizing technology company that powers solutions for retailers and brands, to grow our e-commerce and shopping offerings. The purchase consideration for Fit Analytics was $ 124.4 million, which primarily represents current and future cash consideration payments. The allocation of purchase price is subject to change based on information received related to the assets and liabilities that existed as of the acquisition date. The allocation of the total purchase consideration for this acquisition is as follows: Total (in thousands) Trademarks $ 800 Technology 17,000 Customer relationships 17,000 Goodwill 88,132 Net deferred tax liability ( 5,643 ) Other assets acquired and liabilities assumed, net 7,160 Total $ 124,449 The goodwill amount represents synergies expected to be realized from this business combination and assembled workforce. The associated goodwill and intangible assets are not deductible for tax purposes. Other 2021 Acquisitions For the year ended December 31, 2021, we completed other acquisitions to enhance our existing platform, technology, and workforce. The aggregate purchase consideration was $ 266.1 million, which included $ 139.5 million in cash, $ 93.7 million in shares of our Class A common stock, and $ 32.9 million recorded in other liabilities on the consolidated balance sheet. The aggregate allocation of purchase consideration was as follows: Total (in thousands) Technology $ 64,150 Customer relationships 4,000 Goodwill 203,482 Net deferred tax liability ( 11,871 ) Other assets acquired and liabilities assumed, net 6,325 Total $ 266,086 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, $ 8.2 million is deductible for tax purposes. 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 85 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 was as follows: Total (in thousands) Technology $ 16,000 Goodwill 110,734 Other assets acquired and liabilities assumed, net 1,353 Total $ 128,087 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. 86 Additional Information on 2021, 2020, and 2019 Acquisitions The operating results of the above acquisitions were included in the results of our operations from the acquisition date and were not material to our consolidated revenue or consolidated operating loss. In addition, u naudited 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, 2021 and 2020 were as follows: Goodwill (in thousands) 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 Goodwill acquired 661,850 Foreign currency translation ( 12,657 ) Balance as of December 31, 2021 $ 1,588,452 Intangible assets consisted of the following: December 31, 2021 Weighted- Average Remaining Useful Life - Years Gross Carrying Amount Accumulated Amortization Net (in thousands, except years) Domain names 4.6 $ 967 $ 365 $ 602 Trademarks 4.3 21,384 2,613 18,771 Technology 3.6 343,800 142,588 201,212 Customer relationships 5.1 53,709 6,332 47,377 Patents 4.0 21,195 11,503 9,692 $ 441,055 $ 163,401 $ 277,654 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 Technology 3.2 206,197 111,129 95,068 Patents 4.9 19,860 9,130 10,730 $ 226,471 $ 120,542 $ 105,929 Amortization of intangible assets for the years ended December 31, 2021, 2020, and 2019 was $ 63.2 million, $ 33.5 million, and $ 33.4 million, respectively. 87 As of December 31, 2021, the estimated intangible asset amortization expense for the next five years and thereafter is as follows: Estimated Amortization (in thousands) Year ending December 31, 2022 $ 79,186 2023 73,240 2024 61,590 2025 44,331 2026 14,624 Thereafter 4,683 Total $ 277,654 7. Long-Term Debt Convertible Notes 2027 Notes In April 2021, we entered into a purchase agreement with certain counterparties for the sale of an aggregate of $ 1.15 billion principal amount of convertible senior notes due in 2027 (the “2027 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 2027 Notes consisted of a $ 1.0 billion initial placement and an over-allotment option that provided the initial purchasers of the 2027 Notes with the option to purchase an additional $ 150.0 million aggregate principal amount of the 2027 Notes, which was fully exercised. The 2027 Notes were issued pursuant to an indenture dated April 30, 2021 . The net proceeds from the issuance of the 2027 Notes were $ 1.05 billion, net of debt issuance costs and cash used to purchase the capped call transactions (“2027 Capped Call Transactions”) discussed below. The debt issuance costs are amortized to interest expense using the effective interest rate method. The 2027 Notes are unsecured and unsubordinated obligations which do not bear regular interest and for which the principal balance will not accrete. The 2027 Notes will mature on May 1, 2027 unless repurchased, redeemed, or converted in accordance with their terms prior to such date. The 2027 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 11.2042 shares of Class A common stock per $ 1,000 principal amount of 2027 Notes, which is equivalent to an initial conversion price of approximately $ 89.25 per share of our Class A common stock. The conversion rate is subject to customary adjustments for certain events as described in the indenture governing the 2027 Notes. We may redeem for cash all or any portion of the 2027 Notes, at our option, on or after May 5, 2024 if the last reported sale price of our Class A common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days at a redemption price equal to 100 % of the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid special interest or additional interest, if any. Holders of the 2027 Notes may convert all or a portion of their 2027 Notes at their option prior to February 1, 2027, 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 2027 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 2027 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 2027 Notes on such trading day; 88 • on a notice of redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date, in which case we may be required to increase the conversion rate for the 2027 Notes so surrendered for conversion in connection with such redemption notice; or • on the occurrence of specified corporate events. On or after February 1, 2027, the 2027 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 2027 Notes who convert the 2027 Notes in connection with a make-whole fundamental change, as defined in the indenture governing the 2027 Notes, 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 2027 Notes may require us to repurchase all or a portion of the 2027 Notes at a price equal to 100 % of the principal amount of 2027 Notes, plus any accrued and unpaid special interest, if any. We accounted for the issuance of the 2027 Notes as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. 2025 Notes In April 2020, we entered into the 2025 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 2025 Notes were $ 888.6 million, net of debt issuance costs and cash used to purchase the capped call transactions (the “2025 Capped Call Transactions”) discussed below. The debt issuance costs are amortized to interest expense using the effective interest rate method. 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 their 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 per share of our Class A common stock. We may redeem for cash all or portions of the 2025 Notes, at our option, on or after May 6, 2023 based on certain circumstances. 2026 Notes In August 2019, we entered into the 2026 Notes (and together with the 2027 Notes and the 2025 Notes, the “Convertible 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 capped call transactions (“2026 Capped Call Transactions”) discussed below. The debt issuance costs are amortized to interest expense using the effective interest rate method. 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. 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 per share of our Class A common stock. We may redeem for cash all or portions of the 2026 Notes, at our option, on or after August 6, 2023 based on certain circumstances. 89 The Convertible Notes consisted of the following: As of December 31, 2021 As of December 31, 2020 2027 Notes 2025 Notes 2026 Notes 2025 Notes 2026 Notes (in thousands) Liability: Principal $ 1,150,000 $ 284,105 $ 838,493 $ 1,000,000 $ 1,265,000 Unamortized debt discount and issuance costs (1) ( 11,361 ) ( 2,168 ) ( 5,982 ) ( 263,956 ) ( 325,875 ) Net carrying amount $ 1,138,639 $ 281,937 $ 832,511 $ 736,044 $ 939,125 (1) The 2020 amounts include unamortized debt discount expense prior to the adoption of ASU 2020-06 on January 1, 2021. Prior to January 1, 2021 , we separated the 2025 Notes and the 2026 Notes into liability and equity components. On issuance, the carrying amount of the equity components was recorded as a debt discount and subsequently amortized to interest expense. Effective January 1, 2021, we early adopted ASU 2020-06 using the modified retrospective approach. As a result, the 2025 Notes and 2026 Notes are each accounted for as a single liability measured at its amortized cost, as no other embedded features require bifurcation and recognition as derivatives. 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. The 2027 Notes were issued after January 1, 2021. As of December 31, 2021, the debt issuance costs on the 2027 Notes, the 2025 Notes, and the 2026 Notes will be amortized over the remaining period of approximately 5.3 years, 3.3 years and 4.6 years, respectively. Interest expense related to the amortization of debt issuance costs was $ 4.3 million for the year ended December 31, 2021. 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. Contractual interest expense was $ 8.9 million, $ 11.2 million, and $ 3.7 million for the years ended December 31, 2021, 2020, and 2019, respectively. As of December 31, 2021, the if-converted value of the 2025 Notes and 2026 Notes exceeded the principal amount by $ 332.2 million and $ 890.6 million, respectively. As of December 31, 2021, the if-converted value of the 2027 Notes did not exceed the principal amount. The sale price for conversion was satisfied as of December 31, 2021 for the 2025 Notes and the 2026 Notes, and as a result, the 2025 Notes and 2026 Notes will continue to be eligible for optional conversion during the first quarter of 2022. The 2027 Notes were not eligible for conversion as of December 31, 2021. No sinking fund is provided for the Convertible Notes, which means that we are not required to redeem or retire them periodically. Capped Call Transactions In connection with the pricing of the 2027 Notes, 2025 Notes, and 2026 Notes, we entered into the 2027 Capped Call Transactions, the 2025 Capped Call Transactions, and the 2026 Capped Call Transactions (collectively, the “Capped Call Transactions”), respectively, with certain counterparties at a net cost of $ 86.8 million, $ 100.0 million, and $ 102.1 million, respectively. The cap price of the 2027 Capped Call Transactions, the 2025 Capped Call Transactions, and the 2026 Capped Call Transaction is initially $ 121.02 , $ 32.12 , and $ 32.58 per share of our Class A common stock, respectively. All 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. The Capped Call Transactions will not be remeasured as long as they continue to meet the conditions for equity classification. As of December 31, 2021, the 2025 Capped Call Transactions and the 2026 Capped Call Transactions were in-the-money. 90 Exchange Transactions In 2021, we entered into various exchange agreements (collectively, the “Exchange Agreements”) with certain holders of the 2025 Notes and the 2026 Notes pursuant to which we exchanged approximately $ 715.9 million principal amount of the 2025 Notes and approximately $ 426.5 million principal amount of the 2026 Notes for aggregate consideration of approximately 52.4 million shares of Class A common stock (the “Exchange Shares”). The Exchange Shares included an additional 0.7 million shares of our Class A common stock not provided for under the original conversion terms of the 2025 Notes and the 2026 Notes to induce the holders to agree to the exchange. The Exchange Agreements were accounted for as an induced conversion with the fair value of 0.7 million Exchange Shares, less accrued interest, recognized as an inducement expense in other income (expense), net in our consolidated statements of operations and included as an adjustment to reconcile net loss to net cash provided by (used in) operating activities in our consolidated statements of cash flows. Inducement expense recorded for the year ended December 31, 2021 was $ 41.5 million. The common stock consideration issued under the original terms of the 2025 Notes and 2026 Notes was accounted for under the general conversion accounting guidance with the net carrying amount of $ 1,132.6 million recorded in additional paid-in-capital and as a non-cash transaction excluded from cash activities on the consolidated statements of cash flows. Credit Facility In July 2016, we entered into a senior unsecured revolving credit facility (“Credit Facility”) with certain lenders, some of which are affiliated with certain members of the underwriting syndicate for our Convertible Notes offerings, to fund working capital and general corporate-purpose expenditures. Since July 2016, we have amended the Credit Facility multiple times. As of December 31, 2021, the Credit Facility has a maximum borrowing amount of $ 1.05 billion, 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 and terminates in August 2023 . As of December 31, 2021, no amounts were outstanding under the Credit Facility. As of December 31, 2021, we had $ 23.9 million in the form of outstanding standby letters of credit. 8. Commitments and Contingencies Commitments We have non-cancelable contractual agreements primarily related to the hosting of our data storage processing, storage, and other computing services, as well as lease, content and developer partner, and other commitments. We had $ 2.7 billion in commitments as of December 31, 2021, primarily due within three years. For additional discussion on leases, see Note 9 to our consolidated financial statements. 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. In March 2021, the federal court granted final approval of the settlement and entered judgment while the state court granted final approval of the settlement in March 2021 and entered judgment in April 2021. The settlement amount is being released from escrow as determined by the plaintiffs’ lawyers and the settlement administrator. 91 In November 2021, we and certain of our officers and directors, were named as defendants in a securities class actions purportedly brought on behalf of purchasers of our Class A common stock, alleging that we and certain of our officers made false or misleading statements and omissions concerning the impact that Apple’s App Tracking Transparency framework would have on our business. Management believes these lawsuits are without merit and intend s to vigorously defend them. Based on the preliminary nature of the proceedings in this case, the outcome of this matter remains uncertain. 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, 2021. We believe the fair value of these liabilities is immaterial and accordingly have no liabilities recorded for these agreements at December 31, 2021. 9. Leases We have various non-cancelable lease agreements for certain of our offices with original lease periods expiring between 2022 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. Lease Cost The components of lease cost were as follows: Year Ended December 31, 2021 2020 (in thousands) Operating lease expense $ 69,831 $ 60,450 Sublease income ( 2,478 ) ( 2,815 ) Total net lease costs $ 67,353 $ 57,635 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, 2021 2020 Weighted-average remaining lease term 6.6 7.6 Weighted-average discount rate 5.0 % 5.5 % 92 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, 2021 were as follows: Operating Leases (in thousands) Year ending December 31, 2022 $ 69,857 2023 84,573 2024 82,312 2025 77,406 2026 34,635 Thereafter 99,092 Total lease payments $ 447,875 Less: Imputed interest ( 69,970 ) Present value of lease liabilities $ 377,905 As of December 31, 2021, we have additional operating leases for facilities that have not yet commenced with lease obligations of $ 104.4 million. These operating leases will commence in 2022 with lease terms of greater than one year to ten years . This table does not include lease payments that were not fixed at commencement or modification. Other Information Cash payments included in the measurement of our o perating lease liabilities were $ 73.9 million and $ 73.3 million for the years ended December 31, 2021 and 2020, respectively. Lease liabilities arising from obtaining operating lease right-of-use assets were $ 99.3 million and $ 36.2 million for the years ended December 31, 2021 and 2020, respectively . 10. Strategic Investments We hold strategic investments in privately held companies with a carrying value of $ 262.7 million and $ 169.5 million as of December 31, 2021 and December 31, 2020, respectively, which consist primarily of equity securities, and to a lesser extent, debt securities. These strategic investments are primarily recorded at fair value on a non-recurring basis. The estimation of fair value for these privately held strategic investments requires the use of significant unobservable inputs, such as the issuance of new equity by the company, and as a result, we deem these assets as Level 3 financial instruments within the fair value measurement framework. We recognized unrealized gains on investments in privately held companies of $ 145.0 million and $ 42.4 million for the year ended December 31, 2021 and 2020, respectively and realized gains of $ 27.8 million for the year ended December 31, 2021. Unrealized and realized gains on all strategic investments are included within other income (expense), net on the consolidated statements of operations and included as an adjustment to reconcile net loss to net cash provided by (used in) operating activities in our consolidated statements of cash flows. Strategic investments are included within other assets on the consolidated balance sheets. In the fourth quarter of 2021, we reclassified a publicly traded strategic investment to marketable securities. See Note 11 for further information. All strategic investments are reviewed periodically for impairment. Impairment expense recorded for the year ended December 31, 2020 was $ 29.5 million. Impairment expense for the year ended December 31, 2021 was not material . 93 11. 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. The following table sets forth our financial assets as of December 31, 2021 and 2020 that are measured at fair value on a recurring basis during the period: December 31, 2021 Cost or Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Total Estimated Fair Value (in thousands) Cash $ 1,966,966 $ — $ — $ 1,966,966 Level 1 securities: U.S. government securities 811,092 1 ( 1,454 ) 809,639 U.S. government agency securities 77,409 1 ( 8 ) 77,402 Publicly traded equity securities (1) 71,139 122,064 — 193,203 Level 2 securities: Corporate debt securities 143,124 — ( 207 ) 142,917 Commercial paper 422,328 — ( 1 ) 422,327 Certificates of deposit 80,431 — — 80,431 Total $ 3,572,489 $ 122,066 $ ( 1,670 ) $ 3,692,885 (1) In the third quarter of 2021, we reclassified a strategic investment from Level 3 to Level 1 at its fair value using the beginning-of-period approach, following the commencement of public market trading of the investment during the period (which was subject to short-term lock-up restrictions as of December 31, 2021). 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 We held an investment in a publicly traded company with a carrying value of $ 193.2 million as of December 31, 2021, recorded as a marketable security. We recorded $ 122.1 million in unrealized gains related to this investment. Unrealized gains are included within other income (expense), net on the consolidated statements of operations. 94 Gross unrealized losses were not material as of December 31, 2021 and December 31, 2020, respectively. As of December 31, 2021, we considered any decreases in fair value on our marketable securities to be driven by factors other than credit risk, including market risk. As of December 31, 2021, $ 283.1 million of our total $ 1.5 billion in marketable debt securities have contractual maturities between one and five years . All other marketable debt securities have contractual maturities less than one year. 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, 2021, the fair value of the 2027 Notes, the 2025 Notes and the 2026 Notes was $ 1.1 billion, $ 650.1 million and $ 1.9 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 . 12. Income Taxes The domestic and foreign components of pre-tax loss were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Domestic (1) $ 364,989 $ ( 320,757 ) $ ( 770,448 ) Foreign (1) ( 839,360 ) ( 605,428 ) ( 262,819 ) Loss before income taxes $ ( 474,371 ) $ ( 926,185 ) $ ( 1,033,267 ) (1) Includes the impact of intercompany charges to foreign affiliates for management fees and research and development cost sharing, inclusive of stock-based compensation. The components of our income tax (benefit) expense were as follows: Year Ended December 31, 2021 2020 2019 (in thousands) Current: Federal $ — $ — $ — State 919 1,035 113 Foreign 22,078 23,945 771 Total current income tax expense 22,997 24,980 884 Deferred: Federal 6,295 1,720 277 State 445 414 85 Foreign 2,673 4,192 129 Total deferred income tax benefit 9,413 6,326 491 Income tax expense $ 13,584 $ 18,654 $ 393 95 The following is a reconciliation of the statutory federal income tax rate to our effective tax rate: Year Ended December 31, 2021 2020 2019 Tax benefit (expense) computed at the federal statutory rate 21.0 % 21.0 % 21.0 % State tax benefit (expense), net of federal benefit (1) 31.5 8.3 7.6 Change in valuation allowance ( 246.3 ) ( 58.9 ) ( 38.5 ) Differences between U.S. and foreign tax rates on foreign income 3.9 ( 1.4 ) ( 1.0 ) Stock-based compensation benefit 119.3 17.8 0.8 U.S. federal research & development credit benefit 36.7 8.4 6.3 U.K. corporate rate increase 39.8 4.3 — Acquisitions and divestitures ( 8.0 ) ( 0.5 ) 3.5 Other benefits (expenses) ( 0.8 ) ( 1.0 ) 0.3 Total income tax benefit (expense) ( 2.9 )% ( 2.0 )% ( 0.0 ) % (1) Inclusive of state research and development credits The significant components of net deferred tax balances were as follows: Year Ended December 31, 2021 2020 (in thousands) Deferred tax assets: Accrued expenses $ 30,169 $ 23,719 Intangible assets 183,441 175,397 Stock-based compensation 61,885 41,246 Loss carryforwards 2,631,230 1,714,870 Tax credit carryforwards 715,844 460,302 Lease liability 93,312 80,794 Other 29,572 6,374 Total deferred tax assets $ 3,745,453 $ 2,502,702 Deferred tax liabilities: Convertible debt — ( 138,832 ) Right-of-use asset ( 75,782 ) ( 63,122 ) Investments (1) ( 66,792 ) ( 3,862 ) Other ( 2,549 ) ( 3,532 ) Total deferred tax liabilities $ ( 145,123 ) $ ( 209,348 ) Total net deferred tax assets before valuation allowance 3,600,330 2,293,354 Valuation allowance ( 3,611,242 ) ( 2,293,361 ) Net deferred taxes $ ( 10,912 ) $ ( 7 ) (1) For the year ended December 31, 2020 was originally included in “Other Liabilities” in our December 31, 2020 Annual Report as it was not significant. The increase in the current year is primarily due to unrealized gains on our marketable securities and strategic investments. Income tax expense was $ 13.6 million for the year ended December 31, 2021, compared to a tax expense of $ 18.7 million for the year ended December 31, 2020. 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. On June 10, 2021, the U.K. Finance Act 2021 was enacted to further increase the tax rate from 19% to 25 % effective April 1, 2023. These changes to the U.K. tax rate resulted in an increase to our U.K. net deferred tax assets (before valuation allowance) of $ 188.9 million and $ 39.7 million for the periods ending December 31, 2021 and 2020, respectively, both of which were fully offset by an increase in our valuation allowance. Prior to January 1, 2021, the separation of the Convertible Notes into liability and equity components resulted in a temporary difference for which a net deferred tax liability, with an offsetting valuation allowance, was recognized in additional paid-in capital. Upon the adoption of ASU 2020-06 on January 1, 2021, the existing temporary difference on the Convertible Notes was eliminated, which resulted in the derecognition of a $ 138.8 million deferred tax liability. Both the $ 138.8 million reduction to deferred tax liability and the offsetting increase to our valuation allowance were recorded to additional paid-in capital and accumulated deficit under the modified retrospective approach. 96 As of December 31, 202 1 , 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. As of December 31, 202 1 , we had accumulated U.S. federal and state net operating loss carryforwards of $ 7.5 billion and $ 4.4 billion, respectively. Of the $ 7.5 billion of federal net operating loss carryforwards, $ 1.6 billion was generated before January 1, 2018 and is subject to a 20 -year carryforward period. The remaining $ 5.9 billion can be carried forward indefinitely but is subject to an 80 % taxable income limitation. The pre- 2018 federal and certain state net operating loss carryforwards will begin to expire in 2031 and 2025 , respectively. As of December 31, 20 21 , we had $ 3.2 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, 202 1 , we had accumulated U.S. federal and state research tax credits of $ 476.6 million and $ 292.8 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 $ 3.6 billion and $ 2.3 billion as of December 31, 202 1 and 20 20 , respectively. In 202 1 , the increase in the valuation allowance was primarily attributable to a net increase in our deferred tax assets resulting from the loss from operations, the U.K. tax rate increase, windfall tax benefits from share-based compensation, and the recognition of valuation allowance in additional paid-in-capital related to the adoption of ASU 2020-06 pertaining to the Convertible Notes . Uncertain Tax Positions The following table summarizes the activity related to our gross unrecognized tax benefits during the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 (in thousands) Beginning balance of unrecognized tax benefits $ 344,971 $ 286,605 Additions for current year tax positions 119,938 56,226 Additions for prior year tax positions 180 3,218 Reductions for prior year tax positions ( 996 ) ( 712 ) Changes due to lapse of statute of limitations ( 2,077 ) ( 570 ) Changes due to foreign currency translation adjustments ( 357 ) 204 U.K. corporate rate increase 7,914 — Ending balance of unrecognized tax benefits (excluding interest and penalties) $ 469,573 $ 344,971 Interest and penalties associated with unrecognized tax benefits 124 357 Ending balance of unrecognized tax benefits (including interest and penalties) $ 469,697 $ 345,328 97 The total amount of gross unrecognized tax benefits, including related interest and penalties, was $ 469.7 million and $ 345.3 million as of December 31, 20 21 and 20 20 , 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 $ 15.9 million and $ 11.8 million that is included in other liabilities on our consolidated balance sheet as of December 31, 20 21 and 20 20 , 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 $ 15.9 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 21 , 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, 20 20 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. 13. 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, 2020 $ ( 87 ) $ 21,450 $ 21,363 OCI before reclassifications ( 1,664 ) ( 14,107 ) ( 15,771 ) Amounts reclassified from AOCI (1) ( 71 ) — ( 71 ) Net current period OCI ( 1,735 ) ( 14,107 ) ( 15,842 ) Balance at December 31, 2021 $ ( 1,822 ) $ 7,343 $ 5,521 (1) Realized gains and losses on marketable securities are reclassified from AOCI into other income (expense), net in the consolidated statements of operations. 98 14. Property and Equipment, Net Property and equipment, net, consisted of the following: As of December 31, 2021 2020 (in thousands) Computer hardware and software $ 51,984 $ 35,040 Leasehold improvements 203,124 175,850 Furniture and equipment 78,492 74,987 Construction in progress 44,304 27,284 Total 377,904 313,161 Less: accumulated depreciation and amortization ( 175,260 ) ( 134,452 ) Property and equipment, net $ 202,644 $ 178,709 Depreciation and amortization expense on property and equipment was $ 55.9 million, $ 53.2 million, and $ 53.8 million for the years ended December 31, 2021, 2020, and 2019, respectively. The following table lists property and equipment, net by geographic area: As of December 31, 2021 2020 (in thousands) Property and equipment, net: United States $ 174,826 $ 157,596 Rest of world (1) 27,818 21,113 Total property and equipment, net $ 202,644 $ 178,709 (1) No individual country exceeded 10% of our total property and equipment, net for any period presented. 99 15. Balance Sheet Components Accrued expenses and other current liabilities at December 31, 2021 and 2020 consisted of the following: As of December 31, 2021 2020 (in thousands) Accrued compensation and related expenses $ 177,659 $ 141,046 Accrued infrastructure costs 168,942 138,082 Partner revenue share liability 86,991 92,092 Acquisition liability 49,870 55,098 Other operating costs 48,635 30,713 Deferred revenue 44,473 27,814 Other 97,538 69,497 Total accrued expenses and other current liabilities $ 674,108 $ 554,342 Other liabilities at December 31, 2021 and 2020 consisted of the following: As of December 31, 2021 2020 (in thousands) Acquisition liability $ 280,194 $ 48,662 Other 35,562 15,812 Total other liabilities $ 315,756 $ 64,474 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 eligible 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 eligible compensation paid during the period, and we match 50 % of each participant’s contribution between 3 % and 5 % of the participant’s eligible compensation paid during the period. During the years ended December 31, 2021, 2020, and 2019, we recognized expense of $ 25.0 million, $ 18.4 million, and $ 15.4 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 is not material to our consolidated financial statements for the current period or for the term of the agreement. 100 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.