Document and Entity Information

9 Months Ended

Sep. 30, 2016

Oct. 28, 2016

Class A Common Stock

Oct. 28, 2016

Class B Common Stock

Entity Information

�

Document Type

10-Q�

�

Amendment Flag

false�

�

Document Period End Date

Sep. 30, 2016�

�

Document Fiscal Year Focus

2016�

�

Document Fiscal Period Focus

Q3�

�

Trading Symbol

FB�

�

Entity Registrant Name

FACEBOOK INC�

�

Entity Central Index Key

0001326801�

�

Current Fiscal Year End Date

--12-31�

�

Entity Filer Category

Large Accelerated Filer�

�

Entity Common Stock, Shares Outstanding

�

2,340,824,544�

541,342,934�

CONDENSED CONSOLIDATED BALANCE SHEETS�(USD $)

In Millions, unless otherwise specified

Sep. 30, 2016

Dec. 31, 2015

Current assets:

�

Cash and cash equivalents

$�6,038�

$�4,907�

Marketable securities

20,102�

13,527�

Accounts receivable, net of allowances for doubtful accounts of $83 and $68 as of September 30, 2016 and December 31, 2015, respectively

3,070�

2,559�

Prepaid expenses and other current assets

1,118�

659�

Total current assets

30,328�

21,652�

Property and equipment, net

7,899�

5,687�

Intangible assets, net

2,702�

3,246�

Goodwill

18,085�

18,026�

Other assets

660�

796�

Total assets

59,674�

49,407�

Current liabilities:

�

Accounts payable

260�

196�

Partners payable

239�

217�

Accrued expenses and other current liabilities

2,018�

1,449�

Deferred revenue and deposits

78�

56�

Current portion of capital lease obligations

0�

7�

Total current liabilities

2,595�

1,925�

Capital lease obligations, less current portion

0�

107�

Other liabilities

2,964�

3,157�

Total liabilities

5,559�

5,189�

Stockholders' equity:

�

Common stock, $0.000006 par value; 5,000 million Class A shares authorized, 2,336 million and 2,293 million shares issued and outstanding, including 5 million and 8 million outstanding shares subject to repurchase, as of September 30, 2016 and December 31, 2015, respectively; 4,141 million Class B shares authorized, 546 million and 552 million shares issued and outstanding, including 2 million and 3 million outstanding shares subject to repurchase, as of September 30, 2016 and December 31, 2015, respectiv

0�

Additional paid-in capital

38,756�

34,886�

Accumulated other comprehensive loss

(372)

(455)

Retained earnings

15,731�

9,787�

Total stockholders' equity

54,115�

44,218�

Total liabilities and stockholders' equity

$�59,674�

$�49,407�

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical)�(USD $)

In Millions, except Share data, unless otherwise specified

Sep. 30, 2016

Dec. 31, 2015

Current assets:

�

Accounts receivable, allowances for doubtful accounts

$�83�

$�68�

Stockholders' equity:

�

Common stock, par value (in dollars per share)

$�0.000006�

Class A Common Stock

�

Stockholders' equity:

�

Common stock, shares authorized

5,000,000,000�

Common stock, shares issued

2,336,000,000�

2,293,000,000�

Common stock, shares outstanding

2,336,000,000�

2,293,000,000�

Common stock, outstanding shares subject to repurchase

5,000,000�

8,000,000�

Class B Common Stock

�

Stockholders' equity:

�

Common stock, shares authorized

4,141,000,000�

Common stock, shares issued

546,000,000�

552,000,000�

Common stock, shares outstanding

546,000,000�

552,000,000�

Common stock, outstanding shares subject to repurchase

2,000,000�

3,000,000�

CONDENSED CONSOLIDATED STATEMENTS OF INCOME�(USD $)

In Millions, except Per Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Revenue

$�7,011�

$�4,501�

$�18,829�

$�12,087�

Costs and expenses:

�

Cost of revenue

987�

720�

2,741�

2,043�

Research and development

1,539�

1,271�

4,345�

3,502�

Marketing and sales

925�

706�

2,651�

1,953�

General and administrative

438�

345�

1,216�

924�

Total costs and expenses

3,889�

3,042�

10,953�

8,422�

Income from operations

3,122�

1,459�

7,876�

3,665�

Interest and other income/(expense), net

47�

(27)

125�

(28)

Income before provision for income taxes

3,169�

1,432�

8,001�

3,637�

Provision for income taxes

790�

536�

2,057�

1,510�

Net income

2,379�

896�

5,944�

2,127�

Less: Net income attributable to participating securities

6�

5�

18�

12�

Net income attributable to Class A and Class B common stockholders

2,373�

891�

5,926�

2,115�

Earnings per share attributable to Class A and Class B common stockholders:

�

Basic (in dollars per share)

$�0.83�

$�0.32�

$�2.07�

$�0.76�

Diluted (in dollars per share)

$�0.82�

$�0.31�

$�2.05�

$�0.75�

Weighted average shares used to compute earnings per share attributable to Class A and Class B common stockholders:

�

Basic (in shares)

2,871�

2,808�

2,857�

2,796�

Diluted (in shares)

2,915�

2,863�

2,902�

2,848�

Share-based compensation expense included in costs and expenses:

�

Share-based compensation expense

819�

757�

2,371�

2,223�

Cost of revenue

�

Share-based compensation expense included in costs and expenses:

�

Share-based compensation expense

30�

21�

80�

59�

Research and development

�

Share-based compensation expense included in costs and expenses:

�

Share-based compensation expense

633�

598�

1,842�

1,767�

Marketing and sales

�

Share-based compensation expense included in costs and expenses:

�

Share-based compensation expense

94�

82�

269�

236�

General and administrative

�

Share-based compensation expense included in costs and expenses:

�

Share-based compensation expense

$�62�

$�56�

$�180�

$�161�

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME�(USD $)

In Millions, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Statement of Comprehensive Income [Abstract]

�

Net income

$�2,379�

$�896�

$�5,944�

$�2,127�

Other comprehensive income (loss):

�

Change in foreign currency translation adjustment, net of tax

35�

(22)

55�

(155)

Other Comprehensive Income (Loss), Available-for-sale Securities Adjustment and Other, Net of Tax

(33)

(1)

28�

3�

Comprehensive income

$�2,381�

$�873�

$�6,027�

$�1,975�

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS�(USD $)

In Millions, unless otherwise specified

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Cash flows from operating activities

�

Net income

$�5,944�

$�2,127�

Adjustments to reconcile net income to net cash provided by operating activities:

�

Depreciation and amortization

1,728�

1,402�

Share-based compensation

2,371�

2,214�

Deferred income taxes

(123)

(672)

Tax benefit from share-based award activity

1,420�

1,155�

Excess tax benefit from share-based award activity

(1,420)

(1,155)

Other

23�

13�

Changes in assets and liabilities:

�

Accounts receivable

(478)

(405)

Prepaid expenses and other current assets

(311)

(145)

Other assets

46�

4�

Accounts payable

(21)

7�

Partners payable

20�

40�

Accrued expenses and other current liabilities

641�

291�

Deferred revenue and deposits

21�

(18)

Other liabilities

(103)

914�

Net cash provided by operating activities

9,758�

5,772�

Cash flows from investing activities

�

Purchases of property and equipment

(3,222)

(1,831)

Purchases of marketable securities

(17,368)

(10,333)

Sales of marketable securities

9,791�

4,125�

Maturities of marketable securities

1,034�

1,563�

Acquisitions of businesses, net of cash acquired, and purchases of intangible assets

(81)

(309)

Change in restricted cash and deposits

82�

77�

Net cash used in investing activities

(9,764)

(6,708)

Cash flows from financing activities

�

Principal payments on capital lease and other financing obligations

(312)

(107)

Excess tax benefit from share-based award activity

1,420�

1,155�

Other financing activities, net

(2)

(20)

Net cash provided by financing activities

1,106�

1,028�

Effect of exchange rate changes on cash and cash equivalents

31�

(99)

Net increase (decrease) in cash and cash equivalents

1,131�

(7)

Cash and cash equivalents at beginning of period

4,907�

4,315�

Cash and cash equivalents at end of period

6,038�

4,308�

Cash paid during the period for:

�

Interest

11�

8�

Income taxes, net

764�

199�

Non-cash investing and financing activities:

�

Net change in accounts payable, accrued expenses and other current liabilities, and other liabilities related to property and equipment additions

319�

107�

Promissory note payable issued in connection with an acquisition

0�

198�

Settlement of contingent consideration liability

$�33�

$�0�

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

The condensed consolidated balance sheet as of December 31, 2015 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP.

The condensed consolidated financial statements include the accounts of Facebook, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2016.

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 that have had a material impact on our condensed consolidated financial statements and related notes.

Use of Estimates

Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, collectability of accounts receivable, contingent liabilities, fair value of financial instruments, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, and income taxes. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.

Recently Issued or Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. This guidance will be effective for us in the first quarter of 2019 on a modified retrospective basis and early adoption is permitted. We are still evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. This guidance will be effective for us in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. We are still evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting (ASU 2016-09) to simplify the accounting for share-based payment transactions, including the income tax consequences, an option to recognize gross share-based compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This guidance will be effective for us in the first quarter of 2017, and early adoption is permitted. We are still evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures; however, we anticipate the impact will reduce our effective tax rate.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230) (ASU 2016-15), which addresses eight specific cash flow classification issues to reduce diversity in practice. This guidance will be effective for us in the first quarter of 2017 on a retrospective basis and early adoption is permitted. We elected to early adopt this guidance in the third quarter of 2016 on a retrospective basis. There was no reclassification impact of the adoption on our condensed consolidated statement of cash flows for the nine months ended September 30, 2016 and 2015, and such statements have been presented in accordance with this new guidance.

Earnings per Share

We compute earnings per share (EPS) of Class A and Class B common stock using the two-class method required for participating securities. We consider restricted stock awards to be participating securities because holders of such shares have non-forfeitable dividend rights in the event of our declaration of a dividend for common shares.

Undistributed earnings allocated to participating securities are subtracted from net income in determining net income attributable to common stockholders. Basic EPS is computed by dividing net income attributable to common stockholders by the weighted-average number of shares of our Class A and Class B common stock outstanding, adjusted for outstanding shares that are subject to repurchase.

For the calculation of diluted EPS, net income attributable to common stockholders for basic EPS is adjusted by the effect of dilutive securities, such as awards under our equity compensation plans and inducement awards under separate non-plan restricted stock unit (RSU) award agreements. In addition, the computation of the diluted EPS of Class A common stock assumes the conversion of our Class B common stock to Class A common stock, while the diluted EPS of Class B common stock does not assume the conversion of those shares to Class A common stock. Diluted EPS attributable to common stockholders is computed by dividing the resulting net income attributable to common stockholders by the weighted-average number of fully diluted common shares outstanding.

Basic and dilutive securities in our basic and diluted EPS calculation for the three and nine months ended September 30, 2016 also included the effect of earn-out shares which issuance was contingent upon the completion of certain milestones. The performance milestones related to our earn-out shares were completed in the second quarter of 2016. Basic and dilutive securities in our basic and diluted EPS calculation for the three and nine months ended September 30, 2015 excluded the effect of these earn-out shares because the milestones were not met as of September 30, 2015.

Certain RSUs were excluded from the EPS calculation because the impact would be anti-dilutive. These excluded RSUs were not material for the three and nine months ended September 30, 2016 and 2015.

Basic and diluted EPS are the same for each class of common stock because they are entitled to the same liquidation and dividend rights.

The numerators and denominators of the basic and diluted EPS computations for our common stock are calculated as follows (in millions, except per share amounts):



	Three Months Ended September 30,								Nine Months Ended September 30,
	2016				2015				2016				2015
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic EPS:
Numerator
Net income	$	1,925	$	454	$	719	$	177	$	4,806	$	1,138	$	1,705	$	422
Less: Net income attributable to participating securities	5		1		4		1		15		3		9		3
Net income attributable to common stockholders	$	1,920	$	453	$	715	$	176	$	4,791	$	1,135	$	1,696	$	419
Denominator
Weighted average shares outstanding	2,328		550		2,264		558		2,316		549		2,253		559
Less: Shares subject to repurchase	5		2		10		4		6		2		11		5
Number of shares used for basic EPS computation	2,323		548		2,254		554		2,310		547		2,242		554
Basic EPS	$	0.83	$	0.83	$	0.32	$	0.32	$	2.07	$	2.07	$	0.76	$	0.76
Diluted EPS:
Numerator
Net income attributable to common stockholders	$	1,920	$	453	$	715	$	176	$	4,791	$	1,135	$	1,696	$	419
Reallocation of net income attributable to participating securities	6		—		5		—		18		—		12		—
Reallocation of net income as a result of conversion of Class B to Class A common stock	453		—		176		—		1,135		—		419		—
Reallocation of net income to Class B common stock	—		2		—		3		—		9		—		10
Net income attributable to common stockholders for diluted EPS	$	2,379	$	455	$	896	$	179	$	5,944	$	1,144	$	2,127	$	429
Denominator
Number of shares used for basic EPS computation	2,323		548		2,254		554		2,310		547		2,242		554
Conversion of Class B to Class A common stock	548		—		554		—		547		—		554		—
Weighted average effect of dilutive securities:
Employee stock options	4		4		7		7		5		5		8		8
RSUs	35		3		42		8		34		5		39		10
Shares subject to repurchase	4		1		6		2		5		1		5		2
Earn-out shares	1		1		—		—		1		1		—		—
Number of shares used for diluted EPS computation	2,915		557		2,863		571		2,902		559		2,848		574
Diluted EPS	$	0.82	$	0.82	$	0.31	$	0.31	$	2.05	$	2.05	$	0.75	$	0.75

Cash and Cash Equivalents, and Marketable Securities

The following table sets forth the cash and cash equivalents, and marketable securities (in millions):



	September 30, 2016		December 31, 2015
Cash and cash equivalents:
Cash	$	1,953	$	1,703
Money market funds	2,347		2,409
U.S. government securities	900		597
U.S. government agency securities	705		145
Corporate debt securities	133		53
Total cash and cash equivalents	6,038		4,907
Marketable securities:
U.S. government securities	7,416		5,948
U.S. government agency securities	6,738		4,475
Corporate debt securities	5,948		3,104
Total marketable securities	20,102		13,527
Total cash and cash equivalents, and marketable securities	$	26,140	$	18,434

The gross unrealized gains or losses on our marketable securities as of September 30, 2016 and December 31, 2015 were not significant. In addition, the gross unrealized losses that had been in a continuous loss position for 12 months or longer were not significant as of September 30, 2016 and December 31, 2015. As of September 30, 2016, we considered the decreases in market value on our marketable securities to be temporary in nature and did not consider any of our investments to be other-than-temporarily impaired.

The following table classifies our marketable securities by contractual maturities (in millions):



	September 30, 2016
Due in one year	$	4,898
Due in one to five years	15,204
Total	$	20,102

Fair Value Measurement

The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy (in millions):



			Fair Value Measurement at Reporting Date Using
Description	September 30, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents:
Money market funds	$	2,347	$	2,347	$	—	$	—
U.S. government securities	900		900		—		—
U.S. government agency securities	705		705		—		—
Corporate debt securities	133		—		133		—
Marketable securities:
U.S. government securities	7,416		7,416		—		—
U.S. government agency securities	6,738		6,738		—		—
Corporate debt securities	5,948		—		5,948		—
Total cash equivalents and marketable securities	$	24,187	$	18,106	$	6,081	$	—

Accrued expenses and other current liabilities:
Contingent consideration liability	$	263	$	—	$	263	$	—



			Fair Value Measurement at Reporting Date Using
Description	December 31, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents:
Money market funds	$	2,409	$	2,409	$	—	$	—
U.S. government securities	597		597		—		—
U.S. government agency securities	145		145		—		—
Corporate debt securities	53		—		53		—
Marketable securities:
U.S. government securities	5,948		5,948		—		—
U.S. government agency securities	4,475		4,475		—		—
Corporate debt securities	3,104		—		3,104		—
Total cash equivalents and marketable securities	$	16,731	$	13,574	$	3,157	$	—

Other liabilities:
Contingent consideration liability	$	260	$	—	$	—	$	260

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 performance milestones related to our contingent consideration liability were completed in the second quarter of 2016. Therefore, we no longer have to estimate the fair value of our contingent consideration liability based on the present value of probability-weighted future cash flows which are unobservable inputs that are not supported by market activity. As such, we reclassified our contingent consideration liability from Level 3 to Level 2.

During the three and nine months ended September 30, 2016, we recognized an increase in the fair value of our contingent liability of $20 million and $87 million, respectively, in research and development expense in our condensed consolidated statements of income, mostly due to the increase in the fair value of our common stock and the completion of the performance milestones described above. In addition, we settled a portion of the contingent liability in July 2016 and the remaining portion of the contingent liability was reclassified to accrued expenses and other current liabilities on our condensed consolidated balance sheets as of September 30, 2016.

Property and Equipment

Property and equipment consists of the following (in millions):



	September 30, 2016			December 31, 2015
Land	$	692		$	596
Buildings	2,687			2,273
Leasehold improvements	474			447
Network equipment	4,734			3,633
Computer software, office equipment and other	351			248
Construction in progress	1,840			622
Total	10,778			7,819
Less: Accumulated depreciation	(2,879		)	(2,132		)
Property and equipment, net	$	7,899		$	5,687

Construction in progress includes costs primarily related to construction of data centers, network equipment infrastructure to support our data centers around the world, and office buildings. No interest was capitalized during the three and nine months ended September 30, 2016 and 2015.

Goodwill and Intangible Assets

The changes in the carrying amount of goodwill for the nine months ended September 30, 2016 are as follows (in millions):



Balance as of December 31, 2015	$	18,026
Goodwill acquired	56
Effect of currency translation adjustment	3
Balance as of September 30, 2016	$	18,085

Intangible assets consist of the following (in millions):



		September 30, 2016							December 31, 2015
	Weighted-Average Remaining Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Finite-lived intangible assets:
Acquired users	5.0	$	2,056	$	(604	)	$	1,452	$	2,056	$	(382	)	$	1,674
Acquired technology	3.8	915		(462		)	453		831		(310		)	521
Acquired patents	6.1	785		(399		)	386		785		(333		)	452
Trade names	3.4	629		(265		)	364		629		(163		)	466
Other	3.5	162		(115		)	47		162		(89		)	73
Total finite-lived intangible assets	4.7	$	4,547	$	(1,845	)	$	2,702	$	4,463	$	(1,277	)	$	3,186

Indefinite-lived intangible assets:
In-process research and development (IPR&D)		$	—	$	—		$	—	$	60	$	—		$	60

Total intangible assets		$	4,547	$	(1,845	)	$	2,702	$	4,523	$	(1,277	)	$	3,246

We completed the IPR&D and reclassified it from indefinite-lived intangible asset to acquired technology in March 2016. We also began amortizing the balance over its estimated useful life.

Amortization expense of intangible assets was $195 million and $568 million for the three and nine months ended September 30, 2016, respectively, and $180 million and $539 million for the three and nine months ended September 30, 2015, respectively.

As of September 30, 2016, expected amortization expense for the unamortized acquired intangible assets for the next five years and thereafter is as follows (in millions):



The remainder of 2016	$	182
2017	681
2018	614
2019	522
2020	357
Thereafter	346
Total	$	2,702

Long-term Debt

In May 2016, we terminated our undrawn five-year senior unsecured revolving credit facility that allowed us to borrow up to $6.5 billion and entered into a $2.0 billion senior unsecured revolving credit facility (2016 Facility). Any amounts outstanding under the 2016 Facility will be due and payable on May 20, 2021. As of September 30, 2016, no amounts had been drawn down and we were in compliance with the covenants under the 2016 Facility.

Commitments and Contingencies

Commitments

Leases

We have entered into various non-cancelable operating lease agreements for certain of our offices, land, and data centers with original lease periods expiring between 2016 and 2032. We are committed to pay a portion of the related actual operating expenses under certain of these lease agreements. Certain of these arrangements have free rent periods or escalating rent payment provisions, and we recognize rent expense under such arrangements on a straight-line basis. Operating lease expense was $63 million and $181 million for the three and nine months ended September 30, 2016, respectively, and $47 million and $127 million for the three and nine months ended September 30, 2015, respectively. As of September 30, 2016, we had fully repaid all of our capital lease obligations.

Contingencies

Legal Matters

Beginning on May 22, 2012, multiple putative class actions, derivative actions, and individual actions were filed in state and federal courts in the United States and in other jurisdictions against us, our directors, and/or certain of our officers alleging violation of securities laws or breach of fiduciary duties in connection with our initial public offering (IPO) and seeking unspecified damages. We believe these lawsuits are without merit, and we intend to continue to vigorously defend them. The vast majority of the cases in the United States, along with multiple cases filed against The NASDAQ OMX Group, Inc. and The Nasdaq Stock Market LLC (collectively referred to herein as NASDAQ) alleging technical and other trading-related errors by NASDAQ in connection with our IPO, were ordered centralized for coordinated or consolidated pre-trial proceedings in the U.S. District Court for the Southern District of New York. In a series of rulings in 2013 and 2014, the court denied our motion to dismiss the consolidated securities class action and granted our motions to dismiss the derivative actions against our directors and certain of our officers. On July 24, 2015, the court of appeals affirmed the dismissal of the derivative actions. On December 11, 2015, the court granted plaintiffs' motion for class certification in the consolidated securities action. In addition, the events surrounding our IPO became the subject of various state and federal government inquiries. In May 2014, the Securities and Exchange Commission (SEC) notified us that it had terminated its inquiry and that no enforcement action had been recommended by the SEC.

On April 27, 2016, we announced a proposal to create a new class of non-voting capital stock (Class C capital stock) and our intention to declare and pay a dividend of two shares of Class C capital stock for each outstanding share of Class A and Class B common stock (the Reclassification). Following our announcement of the Reclassification, beginning on April 29, 2016, multiple purported class action lawsuits were filed on behalf of our stockholders in the Delaware Court of Chancery against us, certain of our board of directors, and Mark Zuckerberg. The lawsuits have been consolidated under the caption In re Facebook, Inc. Class C Reclassification Litig., C.A. No. 12286-VCL, and the consolidated complaint generally alleges that the defendants breached their fiduciary duties in connection with the Reclassification. Among other remedies, these lawsuits seek to enjoin the Reclassification as well as unspecified money damages, costs, and attorneys’ fees. We believe that the lawsuits are without merit and intend to vigorously defend against all claims asserted.

We are also party to various legal proceedings and claims that arise in the ordinary course of business. Among these pending matters, one case is currently scheduled for trial in the near future. ZeniMax Media Inc. v. Oculus VR Inc., is scheduled to begin trial in January 2017, in the U.S. District Court for the Northern District of Texas. In the ZeniMax case, the plaintiff asserts a number of claims against us, including trade secret misappropriation, copyright infringement, tortious interference with contract, unfair competition, unjust enrichment, trademark infringement, and false designation. The plaintiff is seeking significant monetary damages and equitable relief, including an injunction. We believe the claims made by the plaintiff in the ZeniMax case are without merit, and we intend to defend ourselves vigorously. Because the outcome of litigation is inherently uncertain, we believe it is reasonably possible that we may incur a loss in connection with this matter. However, we do not believe a material loss is probable and we are unable to estimate a reasonable range of loss, if any, that could result were there to be an adverse final decision, and we therefore have not accrued a liability for this matter. If an unfavorable outcome were to occur in this case, it is possible that the impact could be material to our results in the period(s) in which any such outcome becomes probable and estimable.

With respect to our other outstanding legal matters, we believe that the amount or estimable range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of litigation is inherently uncertain. Therefore, if one or more of these legal matters were resolved against us for amounts in excess of management's expectations, our results of operations and financial condition, including in a particular reporting period, could be materially adversely affected.

For information regarding income tax contingencies, see Note 10 — Income Taxes.

Stockholders' Equity

Reclassification

In April 2016, our board of directors approved the Reclassification by approving amendments to our restated certificate of incorporation (the New Certificate) that would, among other things, create non-voting Class C capital stock. The Class C capital stock will have the same rights and powers, rank equally (including as to dividends and distributions, mergers or similar business combinations, and in connection with any liquidation, dissolution or winding up of the corporation), share ratably and be identical in all other respects and as to all matters to the shares of Class A and Class B common stock, except for voting rights and as expressly provided in the New Certificate. The New Certificate was approved by our stockholders on June 20, 2016. As of September 30, 2016, the New Certificate was not yet effective.

As part of the Reclassification, we announced that our board of directors intends to issue two shares of the Class C capital stock as a one-time stock dividend for each share of Class A and Class B common stock outstanding. The record and payment dates for this dividend will be determined by our board of directors in its discretion and there can be no assurance as to the timing of such dates. For accounting purposes, we expect this dividend will be treated as a stock split in the form of a dividend.

Share-based Compensation Plans

We maintain two share-based employee compensation plans: the 2012 Equity Incentive Plan (2012 Plan) and the 2005 Stock Plan (collectively, Stock Plans). Our 2012 Plan serves as the successor to our 2005 Stock Plan and provides for the issuance of incentive and nonstatutory stock options, restricted stock awards, stock appreciation rights, RSUs, performance shares, and stock bonuses to qualified employees, directors and consultants. Outstanding awards under the 2005 Stock Plan continue to be subject to the terms and conditions of the 2005 Stock Plan. Our board of directors approved the amendment and restatement of our 2012 Plan (the Amended 2012 Plan), which was approved by our stockholders and adopted by us in June 2016.

We initially reserved 25 million shares of our Class A common stock for issuance under our 2012 Plan. Following the date of the stock dividend described above, if it is declared and paid, the shares reserved and available for issuance under our Amended 2012 Plan will be shares of the new Class C Capital Stock, except for shares reserved for awards outstanding immediately prior to the payment of the dividend. The number of shares reserved for issuance under our Amended 2012 Plan increases automatically on January 1 of each of the calendar years during the term of the Amended 2012 Plan, which will continue through and including April 2026 unless terminated earlier by our board of directors or a committee thereof, by a number of shares of Class C capital stock (and prior to the date of the payment of the stock dividend described above, Class A common stock) equal to the lesser of (i) 2.5% of the total issued and outstanding shares of our Class A common stock and Class C capital stock as of the immediately preceding December 31st or (ii) a number of shares determined by our board of directors. Our board of directors elected not to increase the number of shares reserved for issuance in 2016.

The following table summarizes the activities of stock option awards under the Stock Plans for the nine months ended September 30, 2016:



	Shares Subject to Options Outstanding
	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value⁽¹⁾
	(in thousands)				(in years)	(in millions)
Balance as of December 31, 2015	8,443		$	7.10
Stock options exercised	(2,127	)	5.21
Balance as of September 30, 2016	6,316		$	7.74	3.1	$	761
Stock options vested and expected to vest as of September 30, 2016	6,315		$	7.74	3.1	$	761
Stock options exercisable as of September 30, 2016	4,827		$	5.99	2.9	$	590


(1)	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the official closing price of our Class A common stock of $128.27, as reported on the NASDAQ Global Select Market on September 30, 2016.

The following table summarizes the activities for our unvested RSUs for the nine months ended September 30, 2016:



	Unvested RSUs⁽¹⁾
	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested at December 31, 2015	116,409		$	65.95
Granted	26,264		112.08
Vested	(33,820	)	58.27
Forfeited	(4,351	)	73.91
Unvested at September 30, 2016	104,502		$	79.69


(1)	Unvested shares include inducement awards issued in connection with an acquisition in 2014 and are subject to the terms, restrictions, and conditions of separate non-plan RSU award agreements.

The fair value as of the respective vesting dates of RSUs that vested during the three and nine months ended September 30, 2016 was $1.21 billion and $3.84 billion, respectively, and $894 million and $2.38 billion, respectively, during the three and nine months ended September 30, 2015.

As of September 30, 2016, there was $7.48 billion of unrecognized share-based compensation expense, of which (i) $7.15 billion was related to RSUs, and (ii) $323 million was related to restricted shares, shares related to our contingent consideration with performance conditions that were met in the second quarter of 2016 but are still subject to service condition, and stock options. This unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately three years.

Income Taxes

Our tax provision for interim periods is determined using an estimate of our annual effective tax rate, adjusted for discrete items arising in that quarter. In each quarter, we update our estimate of the annual effective tax rate, and if our estimated annual tax rate changes, we make a cumulative adjustment in that quarter. Our quarterly tax provision, and our quarterly estimate of our annual effective tax rate, are subject to significant volatility due to several factors, including our ability to accurately predict our income (loss) before provision for income taxes in multiple jurisdictions, including the portions of our share-based compensation that will not generate tax benefits, and the effects of acquisitions and the integration of those acquisitions. In addition, our effective tax rate can be more or less volatile based on the amount of income before provision for income taxes.

Our effective tax rate is lower than the United States statutory rate primarily because of income in jurisdictions with tax rates lower than that of the United States. We have not provided United States taxes for all foreign earnings because we intend to indefinitely reinvest a substantial portion of those earnings outside of the United States. Our effective tax rate in the future will depend on the portion of our profits earned within and outside the United States, which will also be affected by our methodologies for valuing our intellectual property and intercompany transactions.

We are subject to taxation in the United States and various other state and foreign jurisdictions. The material jurisdictions in which we are subject to potential examination include the United States and Ireland. We are under examination by the Internal Revenue Service (IRS) for our 2010 through 2013 tax years. Our 2014 and subsequent years remain open to examination by the IRS. Our 2011 and subsequent years remain open to examination in Ireland. In July 2016, we received a Statutory Notice of Deficiency (Notice) from the IRS relating to transfer pricing with our foreign subsidiaries in conjunction with the examination of the 2010 tax year. While the Notice applies only to the 2010 tax year, the IRS states that it will also apply its position for tax years subsequent to 2010, which, if the IRS prevails in its position, could result in an additional federal tax liability of an estimated aggregate amount of approximately $3.0 billion to $5.0 billion, plus interest and any penalties asserted. We do not agree with the position of the IRS and have filed a petition in the United States Tax Court challenging the Notice. If the IRS prevails in the assessment of additional tax due based on its position, the assessed tax, interest and penalties, if any, could have a material adverse impact on our financial position, results of operations or cash flows.

Our gross unrecognized tax benefits were $3.20 billion and $3.02 billion as of September 30, 2016 and December 31, 2015, respectively. If the gross unrecognized tax benefits as of September 30, 2016 were realized in a subsequent period, this would result in a tax benefit of $2.53 billion within our provision of income taxes at such time. Our existing tax positions will continue to generate an increase in unrecognized tax benefits in subsequent periods.

Although the timing of the resolution, settlement, and closure of any audits is highly uncertain, it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. Given the number of years remaining that are subject to examination, we are unable to estimate the full range of possible adjustments to the balance of gross unrecognized tax benefits, however, we do not anticipate a significant impact to such amount within the next 12 months.

Geographical Information

Revenue by geography is based on the billing address of the marketer or developer. The following tables set forth revenue and property and equipment, net by geographic area (in millions):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Revenue:
United States	$	3,184	$	2,166	$	8,545	$	5,699
Rest of the world ⁽¹⁾	3,827		2,335		10,284		6,388
Total revenue	$	7,011	$	4,501	$	18,829	$	12,087


(1)	No individual country, other than disclosed above, exceeded 10% of our total revenue for any period presented.



	September 30, 2016		December 31, 2015
Property and equipment, net:
United States	$	6,239	$	4,498
Rest of the world ⁽¹⁾	1,660		1,189
Total property and equipment, net	$	7,899	$	5,687


(1)	As of September 30, 2016, property and equipment, net in Sweden no longer exceeded 10% of our total property and equipment, net. As of December 31, 2015, such balance was $713 million. Other than disclosed, no individual country exceeded 10% of our total property and equipment, net for any period presented.

Summary of Significant Accounting Policies (Policies)

Basis of Presentation �

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP) and applicable rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

The condensed consolidated balance sheet as of December 31, 2015 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP.

The condensed consolidated financial statements include the accounts of Facebook, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

The accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year ending December 31, 2016.

There have been no changes to our significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 that have had a material impact on our condensed consolidated financial statements and related notes.

Use of Estimates �

Use of Estimates

Conformity with GAAP requires the use of estimates and judgments that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. These estimates form the basis for judgments we make about the carrying values of our assets and liabilities, which are not readily apparent from other sources. We base our estimates and judgments on historical information and on various other assumptions that we believe are reasonable under the circumstances. GAAP requires us to make estimates and judgments in several areas, including, but not limited to, those related to revenue recognition, collectability of accounts receivable, contingent liabilities, fair value of financial instruments, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, and income taxes. These estimates are based on management's knowledge about current events and expectations about actions we may undertake in the future. Actual results could differ materially from those estimates.

Recently Issued or Adopted Accounting Pronouncements �

Recently Issued or Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02), which generally requires companies to recognize operating and financing lease liabilities and corresponding right-of-use assets on the balance sheet. This guidance will be effective for us in the first quarter of 2019 on a modified retrospective basis and early adoption is permitted. We are still evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. This guidance will be effective for us in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. We are still evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting (ASU 2016-09) to simplify the accounting for share-based payment transactions, including the income tax consequences, an option to recognize gross share-based compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This guidance will be effective for us in the first quarter of 2017, and early adoption is permitted. We are still evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures; however, we anticipate the impact will reduce our effective tax rate.

In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Statement of Cash Flows (Topic 230) (ASU 2016-15), which addresses eight specific cash flow classification issues to reduce diversity in practice. This guidance will be effective for us in the first quarter of 2017 on a retrospective basis and early adoption is permitted. We elected to early adopt this guidance in the third quarter of 2016 on a retrospective basis. There was no reclassification impact of the adoption on our condensed consolidated statement of cash flows for the nine months ended September 30, 2016 and 2015, and such statements have been presented in accordance with this new guidance.

Earnings per Share (Tables)

Numerators and Denominators of Basic and Diluted EPS Computations for Common Stock

The numerators and denominators of the basic and diluted EPS computations for our common stock are calculated as follows (in millions, except per share amounts):



	Three Months Ended September 30,								Nine Months Ended September 30,
	2016				2015				2016				2015
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic EPS:
Numerator
Net income	$	1,925	$	454	$	719	$	177	$	4,806	$	1,138	$	1,705	$	422
Less: Net income attributable to participating securities	5		1		4		1		15		3		9		3
Net income attributable to common stockholders	$	1,920	$	453	$	715	$	176	$	4,791	$	1,135	$	1,696	$	419
Denominator
Weighted average shares outstanding	2,328		550		2,264		558		2,316		549		2,253		559
Less: Shares subject to repurchase	5		2		10		4		6		2		11		5
Number of shares used for basic EPS computation	2,323		548		2,254		554		2,310		547		2,242		554
Basic EPS	$	0.83	$	0.83	$	0.32	$	0.32	$	2.07	$	2.07	$	0.76	$	0.76
Diluted EPS:
Numerator
Net income attributable to common stockholders	$	1,920	$	453	$	715	$	176	$	4,791	$	1,135	$	1,696	$	419
Reallocation of net income attributable to participating securities	6		—		5		—		18		—		12		—
Reallocation of net income as a result of conversion of Class B to Class A common stock	453		—		176		—		1,135		—		419		—
Reallocation of net income to Class B common stock	—		2		—		3		—		9		—		10
Net income attributable to common stockholders for diluted EPS	$	2,379	$	455	$	896	$	179	$	5,944	$	1,144	$	2,127	$	429
Denominator
Number of shares used for basic EPS computation	2,323		548		2,254		554		2,310		547		2,242		554
Conversion of Class B to Class A common stock	548		—		554		—		547		—		554		—
Weighted average effect of dilutive securities:
Employee stock options	4		4		7		7		5		5		8		8
RSUs	35		3		42		8		34		5		39		10
Shares subject to repurchase	4		1		6		2		5		1		5		2
Earn-out shares	1		1		—		—		1		1		—		—
Number of shares used for diluted EPS computation	2,915		557		2,863		571		2,902		559		2,848		574
Diluted EPS	$	0.82	$	0.82	$	0.31	$	0.31	$	2.05	$	2.05	$	0.75	$	0.75

Cash and Cash Equivalents, and Marketable Securities (Tables)

Cash and Cash Equivalents, and Marketable Securities �

The following table sets forth the cash and cash equivalents, and marketable securities (in millions):



	September 30, 2016		December 31, 2015
Cash and cash equivalents:
Cash	$	1,953	$	1,703
Money market funds	2,347		2,409
U.S. government securities	900		597
U.S. government agency securities	705		145
Corporate debt securities	133		53
Total cash and cash equivalents	6,038		4,907
Marketable securities:
U.S. government securities	7,416		5,948
U.S. government agency securities	6,738		4,475
Corporate debt securities	5,948		3,104
Total marketable securities	20,102		13,527
Total cash and cash equivalents, and marketable securities	$	26,140	$	18,434

Marketable Securities by Contractual Maturities �

The following table classifies our marketable securities by contractual maturities (in millions):



	September 30, 2016
Due in one year	$	4,898
Due in one to five years	15,204
Total	$	20,102

Fair Value Measurement (Tables)

Assets and Liabilities Measured at Fair Value

The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy (in millions):



			Fair Value Measurement at Reporting Date Using
Description	September 30, 2016		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents:
Money market funds	$	2,347	$	2,347	$	—	$	—
U.S. government securities	900		900		—		—
U.S. government agency securities	705		705		—		—
Corporate debt securities	133		—		133		—
Marketable securities:
U.S. government securities	7,416		7,416		—		—
U.S. government agency securities	6,738		6,738		—		—
Corporate debt securities	5,948		—		5,948		—
Total cash equivalents and marketable securities	$	24,187	$	18,106	$	6,081	$	—

Accrued expenses and other current liabilities:
Contingent consideration liability	$	263	$	—	$	263	$	—



			Fair Value Measurement at Reporting Date Using
Description	December 31, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash equivalents:
Money market funds	$	2,409	$	2,409	$	—	$	—
U.S. government securities	597		597		—		—
U.S. government agency securities	145		145		—		—
Corporate debt securities	53		—		53		—
Marketable securities:
U.S. government securities	5,948		5,948		—		—
U.S. government agency securities	4,475		4,475		—		—
Corporate debt securities	3,104		—		3,104		—
Total cash equivalents and marketable securities	$	16,731	$	13,574	$	3,157	$	—

Other liabilities:
Contingent consideration liability	$	260	$	—	$	—	$	260

Property and Equipment (Tables)

Property and Equipment

Property and equipment consists of the following (in millions):



	September 30, 2016			December 31, 2015
Land	$	692		$	596
Buildings	2,687			2,273
Leasehold improvements	474			447
Network equipment	4,734			3,633
Computer software, office equipment and other	351			248
Construction in progress	1,840			622
Total	10,778			7,819
Less: Accumulated depreciation	(2,879		)	(2,132		)
Property and equipment, net	$	7,899		$	5,687

Goodwill and Intangible Assets (Tables)

Changes in Carrying Amount of Goodwill �

The changes in the carrying amount of goodwill for the nine months ended September 30, 2016 are as follows (in millions):



Balance as of December 31, 2015	$	18,026
Goodwill acquired	56
Effect of currency translation adjustment	3
Balance as of September 30, 2016	$	18,085

Schedule of Finite-Lived Intangible Assets �

Intangible assets consist of the following (in millions):



		September 30, 2016							December 31, 2015
	Weighted-Average Remaining Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Finite-lived intangible assets:
Acquired users	5.0	$	2,056	$	(604	)	$	1,452	$	2,056	$	(382	)	$	1,674
Acquired technology	3.8	915		(462		)	453		831		(310		)	521
Acquired patents	6.1	785		(399		)	386		785		(333		)	452
Trade names	3.4	629		(265		)	364		629		(163		)	466
Other	3.5	162		(115		)	47		162		(89		)	73
Total finite-lived intangible assets	4.7	$	4,547	$	(1,845	)	$	2,702	$	4,463	$	(1,277	)	$	3,186

Indefinite-lived intangible assets:
In-process research and development (IPR&D)		$	—	$	—		$	—	$	60	$	—		$	60

Total intangible assets		$	4,547	$	(1,845	)	$	2,702	$	4,523	$	(1,277	)	$	3,246

Schedule of Indefinite-Lived Intangible Assets �

Intangible assets consist of the following (in millions):



		September 30, 2016							December 31, 2015
	Weighted-Average Remaining Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Finite-lived intangible assets:
Acquired users	5.0	$	2,056	$	(604	)	$	1,452	$	2,056	$	(382	)	$	1,674
Acquired technology	3.8	915		(462		)	453		831		(310		)	521
Acquired patents	6.1	785		(399		)	386		785		(333		)	452
Trade names	3.4	629		(265		)	364		629		(163		)	466
Other	3.5	162		(115		)	47		162		(89		)	73
Total finite-lived intangible assets	4.7	$	4,547	$	(1,845	)	$	2,702	$	4,463	$	(1,277	)	$	3,186

Indefinite-lived intangible assets:
In-process research and development (IPR&D)		$	—	$	—		$	—	$	60	$	—		$	60

Total intangible assets		$	4,547	$	(1,845	)	$	2,702	$	4,523	$	(1,277	)	$	3,246

Expected Amortization Expense for Unamortized Acquired Intangible Assets �

As of September 30, 2016, expected amortization expense for the unamortized acquired intangible assets for the next five years and thereafter is as follows (in millions):



The remainder of 2016	$	182
2017	681
2018	614
2019	522
2020	357
Thereafter	346
Total	$	2,702

Stockholders' Equity (Tables)

Stock Option Activity under Stock Plans �

The following table summarizes the activities of stock option awards under the Stock Plans for the nine months ended September 30, 2016:



	Shares Subject to Options Outstanding
	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value⁽¹⁾
	(in thousands)				(in years)	(in millions)
Balance as of December 31, 2015	8,443		$	7.10
Stock options exercised	(2,127	)	5.21
Balance as of September 30, 2016	6,316		$	7.74	3.1	$	761
Stock options vested and expected to vest as of September 30, 2016	6,315		$	7.74	3.1	$	761
Stock options exercisable as of September 30, 2016	4,827		$	5.99	2.9	$	590


(1)	The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the official closing price of our Class A common stock of $128.27, as reported on the NASDAQ Global Select Market on September 30, 2016.

Restricted Stock Units Award Activity �

The following table summarizes the activities for our unvested RSUs for the nine months ended September 30, 2016:



	Unvested RSUs⁽¹⁾
	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested at December 31, 2015	116,409		$	65.95
Granted	26,264		112.08
Vested	(33,820	)	58.27
Forfeited	(4,351	)	73.91
Unvested at September 30, 2016	104,502		$	79.69


(1)	Unvested shares include inducement awards issued in connection with an acquisition in 2014 and are subject to the terms, restrictions, and conditions of separate non-plan RSU award agreements.

Geographical Information (Tables)

Revenue and Property and Equipment by Geographic Area

Revenue by geography is based on the billing address of the marketer or developer. The following tables set forth revenue and property and equipment, net by geographic area (in millions):



	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Revenue:
United States	$	3,184	$	2,166	$	8,545	$	5,699
Rest of the world ⁽¹⁾	3,827		2,335		10,284		6,388
Total revenue	$	7,011	$	4,501	$	18,829	$	12,087


(1)	No individual country, other than disclosed above, exceeded 10% of our total revenue for any period presented.



	September 30, 2016		December 31, 2015
Property and equipment, net:
United States	$	6,239	$	4,498
Rest of the world ⁽¹⁾	1,660		1,189
Total property and equipment, net	$	7,899	$	5,687


(1)	As of September 30, 2016, property and equipment, net in Sweden no longer exceeded 10% of our total property and equipment, net. As of December 31, 2015, such balance was $713 million. Other than disclosed, no individual country exceeded 10% of our total property and equipment, net for any period presented.

Earnings per Share (Details)�(USD $)

In Millions, except Per Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Numerator

�

Net income

$�2,379�

$�896�

$�5,944�

$�2,127�

Less: Net income attributable to participating securities

6�

5�

18�

12�

Net income attributable to Class A and Class B common stockholders

2,373�

891�

5,926�

2,115�

Denominator

�

Number of shares used for basic EPS computation (in shares)

2,871�

2,808�

2,857�

2,796�

Basic EPS (in dollars per share)

$�0.83�

$�0.32�

$�2.07�

$�0.76�

Numerator

�

Net income attributable to common stockholders

2,373�

891�

5,926�

2,115�

Denominator

�

Number of shares used for basic EPS computation (in shares)

2,871�

2,808�

2,857�

2,796�

Number of shares used for diluted EPS computation (in shares)

2,915�

2,863�

2,902�

2,848�

Diluted EPS (in dollars per share)

$�0.82�

$�0.31�

$�2.05�

$�0.75�

Class A Common Stock

�

Numerator

�

Net income

1,925�

719�

4,806�

1,705�

Less: Net income attributable to participating securities

5�

4�

15�

9�

Net income attributable to Class A and Class B common stockholders

1,920�

715�

4,791�

1,696�

Denominator

�

Weighted average shares outstanding (in shares)

2,328�

2,264�

2,316�

2,253�

Less: Shares subject to repurchase (in shares)

5�

10�

6�

11�

Number of shares used for basic EPS computation (in shares)

2,323�

2,254�

2,310�

2,242�

Basic EPS (in dollars per share)

$�0.83�

$�0.32�

$�2.07�

$�0.76�

Numerator

�

Net income attributable to common stockholders

1,920�

715�

4,791�

1,696�

Reallocation of net income attributable to participating securities

6�

5�

18�

12�

Reallocation of net income as a result of conversion of Class B to Class A common stock

453�

176�

1,135�

419�

Reallocation of net income to Class B common stock

0�

Net income attributable to common stockholders for diluted EPS

2,379�

896�

5,944�

2,127�

Denominator

�

Number of shares used for basic EPS computation (in shares)

2,323�

2,254�

2,310�

2,242�

Conversion of Class B to Class A common stock (in shares)

548�

554�

547�

554�

Shares subject to repurchase (in shares)

4�

6�

5�

Earn-out shares (in shares)

1�

0�

1�

0�

Number of shares used for diluted EPS computation (in shares)

2,915�

2,863�

2,902�

2,848�

Diluted EPS (in dollars per share)

$�0.82�

$�0.31�

$�2.05�

$�0.75�

Class A Common Stock |
Employee Stock Options

�

Denominator

�

Share based payment arrangements (in shares)

4�

7�

5�

8�

Class A Common Stock |
Restricted Stock Units (RSUs)

�

Denominator

�

Share based payment arrangements (in shares)

35�

42�

34�

39�

Class B Common Stock

�

Numerator

�

Net income

454�

177�

1,138�

422�

Less: Net income attributable to participating securities

1�

3�

Net income attributable to Class A and Class B common stockholders

453�

176�

1,135�

419�

Denominator

�

Weighted average shares outstanding (in shares)

550�

558�

549�

559�

Less: Shares subject to repurchase (in shares)

2�

4�

2�

5�

Number of shares used for basic EPS computation (in shares)

548�

554�

547�

554�

Basic EPS (in dollars per share)

$�0.83�

$�0.32�

$�2.07�

$�0.76�

Numerator

�

Net income attributable to common stockholders

453�

176�

1,135�

419�

Reallocation of net income attributable to participating securities

0�

Reallocation of net income as a result of conversion of Class B to Class A common stock

0�

Reallocation of net income to Class B common stock

2�

3�

9�

10�

Net income attributable to common stockholders for diluted EPS

$�455�

$�179�

$�1,144�

$�429�

Denominator

�

Number of shares used for basic EPS computation (in shares)

548�

554�

547�

554�

Conversion of Class B to Class A common stock (in shares)

0�

Shares subject to repurchase (in shares)

1�

2�

1�

2�

Earn-out shares (in shares)

1�

0�

1�

0�

Number of shares used for diluted EPS computation (in shares)

557�

571�

559�

574�

Diluted EPS (in dollars per share)

$�0.82�

$�0.31�

$�2.05�

$�0.75�

Class B Common Stock |
Employee Stock Options

�

Denominator

�

Share based payment arrangements (in shares)

4�

7�

5�

8�

Class B Common Stock |
Restricted Stock Units (RSUs)

�

Denominator

�

Share based payment arrangements (in shares)

3�

8�

5�

10�

Cash and Cash Equivalents, and Marketable Securities (Details)�(USD $)

In Millions, unless otherwise specified

Sep. 30, 2016

Dec. 31, 2015

Sep. 30, 2015

Dec. 31, 2014

Cash and Cash Equivalents, and Marketable Securities

�

Cash and cash equivalents

$�6,038�

$�4,907�

$�4,308�

$�4,315�

Marketable securities

20,102�

13,527�

�

Total cash and cash equivalents, and marketable securities

26,140�

18,434�

�

U.S. government securities

�

Cash and Cash Equivalents, and Marketable Securities

�

Marketable securities

7,416�

5,948�

�

U.S. government agency securities

�

Cash and Cash Equivalents, and Marketable Securities

�

Marketable securities

6,738�

4,475�

�

Corporate debt securities

�

Cash and Cash Equivalents, and Marketable Securities

�

Marketable securities

5,948�

3,104�

�

Cash

�

Cash and Cash Equivalents, and Marketable Securities

�

Cash and cash equivalents

1,953�

1,703�

�

Money market funds

�

Cash and Cash Equivalents, and Marketable Securities

�

Cash and cash equivalents

2,347�

2,409�

�

U.S. government securities

�

Cash and Cash Equivalents, and Marketable Securities

�

Cash and cash equivalents

900�

597�

�

U.S. government agency securities

�

Cash and Cash Equivalents, and Marketable Securities

�

Cash and cash equivalents

705�

145�

�

Corporate debt securities

�

Cash and Cash Equivalents, and Marketable Securities

�

Cash and cash equivalents

$�133�

$�53�

�

Cash and Cash Equivalents, and Marketable Securities - Contractual Maturities of Debt Securities (Details)�(USD $)

In Millions, unless otherwise specified

Sep. 30, 2016

Dec. 31, 2015

Cash and Cash Equivalents, and Marketable Securities [Abstract]

�

Due in one year

$�4,898�

�

Due in one to five years

15,204�

�

Total marketable securities

$�20,102�

$�13,527�

Fair Value Measurement (Details)�(USD $)

In Millions, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Dec. 31, 2015

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

$�20,102�

$�13,527�

Change in fair value of contingent consideration liability

20�

87�

�

U.S. government securities

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

7,416�

5,948�

U.S. government agency securities

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

6,738�

4,475�

Corporate debt securities

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

5,948�

3,104�

Fair Value, Measurements, Recurring

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Total cash equivalents and marketable securities

24,187�

16,731�

Fair Value, Measurements, Recurring |
Quoted Prices in Active Markets for Identical Assets (Level 1)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Total cash equivalents and marketable securities

18,106�

13,574�

Fair Value, Measurements, Recurring |
Significant Other Observable Inputs (Level 2)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Total cash equivalents and marketable securities

6,081�

3,157�

Fair Value, Measurements, Recurring |
Significant Unobservable Inputs (Level 3)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Total cash equivalents and marketable securities

0�

Fair Value, Measurements, Recurring |
Accrued Expenses and Other Current Liabilities

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Contingent consideration liability

263�

�

Fair Value, Measurements, Recurring |
Accrued Expenses and Other Current Liabilities |
Quoted Prices in Active Markets for Identical Assets (Level 1)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Contingent consideration liability

0�

�

Fair Value, Measurements, Recurring |
Accrued Expenses and Other Current Liabilities |
Significant Other Observable Inputs (Level 2)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Contingent consideration liability

263�

�

Fair Value, Measurements, Recurring |
Accrued Expenses and Other Current Liabilities |
Significant Unobservable Inputs (Level 3)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Contingent consideration liability

0�

�

Fair Value, Measurements, Recurring |
Other Liabilities

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Contingent consideration liability

�

260�

Fair Value, Measurements, Recurring |
Other Liabilities |
Quoted Prices in Active Markets for Identical Assets (Level 1)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Contingent consideration liability

�

0�

Fair Value, Measurements, Recurring |
Other Liabilities |
Significant Other Observable Inputs (Level 2)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Contingent consideration liability

�

0�

Fair Value, Measurements, Recurring |
Other Liabilities |
Significant Unobservable Inputs (Level 3)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Contingent consideration liability

�

260�

Fair Value, Measurements, Recurring |
U.S. government securities

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

7,416�

5,948�

Fair Value, Measurements, Recurring |
U.S. government securities |
Quoted Prices in Active Markets for Identical Assets (Level 1)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

7,416�

5,948�

Fair Value, Measurements, Recurring |
U.S. government securities |
Significant Other Observable Inputs (Level 2)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

0�

Fair Value, Measurements, Recurring |
U.S. government securities |
Significant Unobservable Inputs (Level 3)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

0�

Fair Value, Measurements, Recurring |
U.S. government agency securities

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

6,738�

4,475�

Fair Value, Measurements, Recurring |
U.S. government agency securities |
Quoted Prices in Active Markets for Identical Assets (Level 1)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

6,738�

4,475�

Fair Value, Measurements, Recurring |
U.S. government agency securities |
Significant Other Observable Inputs (Level 2)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

0�

Fair Value, Measurements, Recurring |
U.S. government agency securities |
Significant Unobservable Inputs (Level 3)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

0�

Fair Value, Measurements, Recurring |
Corporate debt securities

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

5,948�

3,104�

Fair Value, Measurements, Recurring |
Corporate debt securities |
Quoted Prices in Active Markets for Identical Assets (Level 1)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

0�

Fair Value, Measurements, Recurring |
Corporate debt securities |
Significant Other Observable Inputs (Level 2)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

5,948�

3,104�

Fair Value, Measurements, Recurring |
Corporate debt securities |
Significant Unobservable Inputs (Level 3)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Marketable securities

0�

Fair Value, Measurements, Recurring |
Money market funds

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

2,347�

2,409�

Fair Value, Measurements, Recurring |
Money market funds |
Quoted Prices in Active Markets for Identical Assets (Level 1)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

2,347�

2,409�

Fair Value, Measurements, Recurring |
Money market funds |
Significant Other Observable Inputs (Level 2)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

0�

Fair Value, Measurements, Recurring |
Money market funds |
Significant Unobservable Inputs (Level 3)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

0�

Fair Value, Measurements, Recurring |
U.S. government securities

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

900�

597�

Fair Value, Measurements, Recurring |
U.S. government securities |
Quoted Prices in Active Markets for Identical Assets (Level 1)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

900�

597�

Fair Value, Measurements, Recurring |
U.S. government securities |
Significant Other Observable Inputs (Level 2)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

0�

Fair Value, Measurements, Recurring |
U.S. government securities |
Significant Unobservable Inputs (Level 3)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

0�

Fair Value, Measurements, Recurring |
U.S. government agency securities

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

705�

145�

Fair Value, Measurements, Recurring |
U.S. government agency securities |
Quoted Prices in Active Markets for Identical Assets (Level 1)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

705�

145�

Fair Value, Measurements, Recurring |
U.S. government agency securities |
Significant Other Observable Inputs (Level 2)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

0�

Fair Value, Measurements, Recurring |
U.S. government agency securities |
Significant Unobservable Inputs (Level 3)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

0�

Fair Value, Measurements, Recurring |
Corporate debt securities

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

133�

53�

Fair Value, Measurements, Recurring |
Corporate debt securities |
Quoted Prices in Active Markets for Identical Assets (Level 1)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

0�

Fair Value, Measurements, Recurring |
Corporate debt securities |
Significant Other Observable Inputs (Level 2)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

133�

53�

Fair Value, Measurements, Recurring |
Corporate debt securities |
Significant Unobservable Inputs (Level 3)

�

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis

�

Cash equivalents

$�0�

Property and Equipment (Detail)�(USD $)

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Dec. 31, 2015

Property, Plant and Equipment

�

Property and equipment, gross

$�10,778,000,000�

�

$�10,778,000,000�

�

$�7,819,000,000�

Less: Accumulated depreciation

(2,879,000,000)

�

(2,879,000,000)

�

(2,132,000,000)

Property and equipment, net

7,899,000,000�

�

7,899,000,000�

�

5,687,000,000�

Interest costs capitalized

0�

�

Land

�

Property, Plant and Equipment

�

Property and equipment, gross

692,000,000�

�

692,000,000�

�

596,000,000�

Buildings

�

Property, Plant and Equipment

�

Property and equipment, gross

2,687,000,000�

�

2,687,000,000�

�

2,273,000,000�

Leasehold improvements

�

Property, Plant and Equipment

�

Property and equipment, gross

474,000,000�

�

474,000,000�

�

447,000,000�

Network equipment

�

Property, Plant and Equipment

�

Property and equipment, gross

4,734,000,000�

�

4,734,000,000�

�

3,633,000,000�

Computer software, office equipment and other

�

Property, Plant and Equipment

�

Property and equipment, gross

351,000,000�

�

351,000,000�

�

248,000,000�

Construction in progress

�

Property, Plant and Equipment

�

Property and equipment, gross

$�1,840,000,000�

�

$�1,840,000,000�

�

$�622,000,000�

Goodwill and Intangible Assets - Change in Carrying Amount (Details)�(USD $)

In Millions, unless otherwise specified

9 Months Ended

Sep. 30, 2016

Goodwill

�

Goodwill beginning

$�18,026�

Goodwill acquired

56�

Effect of currency translation adjustment

3�

Goodwill ending

$�18,085�

Goodwill and Intangible Assets - Intangible Assets (Detail)�(USD $)

In Millions, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

�

Total intangible assets, gross

$�4,547�

�

$�4,547�

�

$�4,523�

Total intangible assets, net

2,702�

�

2,702�

�

3,246�

Amortization expense

195�

180�

568�

539�

�

Finite-Lived Intangible Assets [Line Items]

�

Weighted Average Remaining Useful Life (in years)

�

4 years 8 months 13 days�

�

Gross Carrying Amount

4,547�

�

4,547�

�

4,463�

Accumulated Amortization

(1,845)

�

(1,845)

�

(1,277)

Net Carrying Amount

2,702�

�

2,702�

�

3,186�

In-process research and development (IPR&D)

�

Indefinite-lived Intangible Assets [Line Items]

�

Indefinite-lived intangible assets

0�

�

0�

�

60�

Acquired users

�

Finite-Lived Intangible Assets [Line Items]

�

Weighted Average Remaining Useful Life (in years)

�

5 years 0 months 0 days�

�

Gross Carrying Amount

2,056�

�

2,056�

�

2,056�

Accumulated Amortization

(604)

�

(604)

�

(382)

Net Carrying Amount

1,452�

�

1,452�

�

1,674�

Acquired technology

�

Finite-Lived Intangible Assets [Line Items]

�

Weighted Average Remaining Useful Life (in years)

�

3 years 9 months 19 days�

�

Gross Carrying Amount

915�

�

915�

�

831�

Accumulated Amortization

(462)

�

(462)

�

(310)

Net Carrying Amount

453�

�

453�

�

521�

Acquired patents

�

Finite-Lived Intangible Assets [Line Items]

�

Weighted Average Remaining Useful Life (in years)

�

6 years 1 month 6 days�

�

Gross Carrying Amount

785�

�

785�

�

785�

Accumulated Amortization

(399)

�

(399)

�

(333)

Net Carrying Amount

386�

�

386�

�

452�

Trade names

�

Finite-Lived Intangible Assets [Line Items]

�

Weighted Average Remaining Useful Life (in years)

�

3 years 4 months 23 days�

�

Gross Carrying Amount

629�

�

629�

�

629�

Accumulated Amortization

(265)

�

(265)

�

(163)

Net Carrying Amount

364�

�

364�

�

466�

Other

�

Finite-Lived Intangible Assets [Line Items]

�

Weighted Average Remaining Useful Life (in years)

�

3 years 6 months 1 day�

�

Gross Carrying Amount

162�

�

162�

�

162�

Accumulated Amortization

(115)

�

(115)

�

(89)

Net Carrying Amount

$�47�

�

$�47�

�

$�73�

Goodwill and Intangible Assets - Estimated Amortization Expense (Details)�(USD $)

In Millions, unless otherwise specified

Sep. 30, 2016

Dec. 31, 2015

Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]

�

The remainder of 2016

$�182�

�

2017

681�

�

2018

614�

�

2019

522�

�

2020

357�

�

Thereafter

346�

�

Net Carrying Amount

$�2,702�

$�3,186�

Long-term Debt (Details) (Revolving Credit Facility, USD $)

1 Months Ended

May 31, 2016

2013 Revolving Credit Facility

Sep. 30, 2016

2016 Facility

May 31, 2016

2016 Facility

Debt Instrument

�

Term period

5 years�

�

Maximum borrowing capacity

$�6,500,000,000.0�

�

$�2,000,000,000.0�

Amount outstanding

�

$�0�

�

Commitments and Contingencies (Details)�(USD $)

In Millions, except Share data, unless otherwise specified

0 Months Ended

3 Months Ended

9 Months Ended

Apr. 27, 2016

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Leases [Abstract]

�

Operating lease expense

�

$�63�

$�47�

$�181�

$�127�

Loss Contingency, Information about Litigation Matters [Abstract]

�

Stock dividend, number of shares of Class C capital stock each shareholder of Class A and Class B common stock will receive for every share they hold

2�

�

Minimum

�

Leases [Abstract]

�

Lease expiration year

�

2016�

�

Maximum

�

Leases [Abstract]

�

Lease expiration year

�

2032�

�

Stockholders' Equity - Share-based Compensation Plans (Detail)

0 Months Ended

9 Months Ended

Apr. 27, 2016

Sep. 30, 2016

plan

Sep. 30, 2016

2012 Plan

Sep. 30, 2016

2012 Plan

Maximum

Share-based Compensation Arrangement by Share-based Payment Award

�

Stock dividend, number of shares of Class C capital stock each shareholder of Class A and Class B common stock will receive for every share they hold

2�

�

Share-based employee compensation plans, number

�

2�

�

Equity incentive plan shares authorized

�

25,000,000�

�

Shares reserved for issuance increase, date range

�

Jan. 01, 2026�

Shares reserved for issuance increase, percentage

�

2.50%�

�

Stockholders' Equity - Stock Option Activity (Details)�(USD $)

In Millions, except Share data in Thousands, unless otherwise specified

9 Months Ended

Sep. 30, 2016

Class A Common Stock

�

Aggregate Intrinsic Value

�

Common stock, closing share price (in usd per share)

$�128.27�

Employee Stock Options

�

Number of Shares

�

Beginning balance (in shares)

8,443�

Stock options exercised (in shares)

(2,127)

Ending balance (in shares)

6,316�

Stock options vested and expected to vest as of period end (in shares)

6,315�

Stock options exercisable as of period end (in shares)

4,827�

Weighted Average Exercise Price

�

Beginning balance (in dollars per share)

$�7.10�

Stock options exercised (in dollars per share)

$�5.21�

Ending balance (in dollars per share)

$�7.74�

Stock options vested and expected to vest as of period end (in dollars per share)

$�7.74�

Stock options exercisable as of period end (in dollars per share)

$�5.99�

Weighted Average Remaining Contractual Term

�

Balance at period end

3 years 1 month 6 days�

Stock options vested and expected to vest as of period end

3 years 1 month 6 days�

Stock options exercisable as of period end

2 years 10 months 25 days�

Aggregate Intrinsic Value

�

Balance at period end

$�761�¹

Stock options vested and expected to vest as of period end

761�¹

Stock options exercisable as of period end

$�590�¹

[1] The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock option awards and the official closing price of our Class A common stock of $128.27, as reported on the NASDAQ Global Select Market on September�30, 2016.

Stockholders' Equity - Restricted Stock Units (Details) (Restricted Stock Units (RSUs), USD $)

In Millions, except Share data in Thousands, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Restricted Stock Units (RSUs)

�

Number of Shares

�

Unvested at beginning of period (in shares)

�

116,409�¹

�

Granted (in shares)

�

26,264�

�

Vested (in shares)

�

(33,820)

�

Forfeited (in shares)

�

(4,351)

�

Unvested at end of period (in shares)

104,502�¹

�

104,502�¹

�

Weighted Average Grant Date Fair Value

�

Unvested at beginning of period (in dollars per share)

�

$�65.95�

�

Granted (in dollars per share)

�

$�112.08�

�

Vested (in dollars per share)

�

$�58.27�

�

Forfeited (in dollars per share)

�

$�73.91�

�

Unvested at end of period (in dollars per share)

$�79.69�

�

$�79.69�

�

Fair value of vested RSUs

$�1,210�

$�894�

$�3,840�

$�2,380�

[1] Unvested shares include inducement awards issued in connection with an acquisition in 2014 and are subject to the terms, restrictions, and conditions of separate non-plan RSU award agreements.

Stockholders' Equity - Additional Award Disclosures (Details)�(USD $)

In Millions, unless otherwise specified

9 Months Ended

Sep. 30, 2016

Share-based Compensation Arrangement by Share-based Payment Award

�

Unrecognized share-based compensation expense

$�7,480�

Unrecognized share-based compensation expense recognition period (in years)

3 years�

Restricted Stock Units (RSUs)

�

Share-based Compensation Arrangement by Share-based Payment Award

�

Unrecognized share-based compensation expense

7,150�

Other Awards

�

Share-based Compensation Arrangement by Share-based Payment Award

�

Unrecognized share-based compensation expense

$�323�

Income Tax (Details)�(USD $)

In Billions, unless otherwise specified

1 Months Ended

Sep. 30, 2016

Dec. 31, 2015

Jul. 31, 2016

Minimum

Jul. 31, 2016

Maximum

Income Tax Examination [Line Items]

�

Income tax examination, estimate of possible loss

�

$�3.0�

$�5.0�

Unrecognized tax benefits

3.20�

3.02�

�

Unrecognized tax benefits that would result in tax benefit if realized

$�2.53�

�

Geographical Information - Revenue (Details)�(USD $)

In Millions, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2016

Sep. 30, 2015

Sep. 30, 2016

Sep. 30, 2015

Revenue by Geographical Area

�

Revenue

$�7,011�

$�4,501�

$�18,829�

$�12,087�

United States

�

Revenue by Geographical Area

�

Revenue

3,184�

2,166�

8,545�

5,699�

Rest of the world

�

Revenue by Geographical Area

�

Revenue

$�3,827�¹

$�2,335�¹

$�10,284�¹

$�6,388�¹

[1] No individual country, other than disclosed above, exceeded 10% of our total revenue for any period presented.

Geographical Information - Property and Equipment, Net (Details)�(USD $)

In Millions, unless otherwise specified

Sep. 30, 2016

Dec. 31, 2015

Long-Lived Assets By Geographical Area

�

Total property and equipment, net

$�7,899�

$�5,687�

United States

�

Long-Lived Assets By Geographical Area

�

Total property and equipment, net

6,239�

4,498�

Rest of the world

�

Long-Lived Assets By Geographical Area

�

Total property and equipment, net

1,660�¹

1,189�¹

Sweden

�

Long-Lived Assets By Geographical Area

�

Total property and equipment, net

�

$�713�

[1] As of September�30, 2016, property and equipment, net in Sweden no longer exceeded 10% of our total property and equipment, net. As of December�31, 2015, such balance was $713 million. Other than disclosed, no individual country exceeded 10% of our total property and equipment, net for any period presented.