Document and Entity Information

9 Months Ended

Sep. 30, 2017

Oct. 30, 2017

Class A Common Stock

Oct. 30, 2017

Class B Common Stock

Entity Information

Document Type

10-Q

Amendment Flag

false

Document Period End Date

Sep. 30, 2017

Document Fiscal Year Focus

2017

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

2,384,798,040

521,010,708

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)

In Millions, unless otherwise specified

Sep. 30, 2017

Dec. 31, 2016

Current assets:

Cash and cash equivalents

$ 7,201

$ 8,903

Marketable securities

31,088

20,546

Accounts receivable, net of allowances for doubtful accounts of $103 and $94 as of September 30, 2017 and December 31, 2016, respectively

4,424

3,993

Prepaid expenses and other current assets

1,490

959

Total current assets

44,203

34,401

Property and equipment, net

12,158

8,591

Intangible assets, net

2,050

2,535

Goodwill

18,213

18,122

Other assets

2,374

1,312

Total assets

78,998

64,961

Current liabilities:

Accounts payable

383

302

Partners payable

314

280

Accrued expenses and other current liabilities

2,503

2,203

Deferred revenue and deposits

105

90

Total current liabilities

3,305

2,875

Other liabilities

4,485

2,892

Total liabilities

7,790

5,767

Stockholders' equity:

Common stock, $0.000006 par value; 5,000 million Class A shares authorized, 2,385 million and 2,354 million shares issued and outstanding, including 1 million and 4 million outstanding shares subject to repurchase, as of September 30, 2017 and December 31, 2016, respectively; 4,141 million Class B shares authorized, 521 million and 538 million shares issued and outstanding, including 1 million and 2 million outstanding shares subject to repurchase, as of September 30, 2017 and December 31, 2016, respectiv

0

Additional paid-in capital

40,199

38,227

Accumulated other comprehensive loss

(200)

(703)

Retained earnings

31,209

21,670

Total stockholders' equity

71,208

59,194

Total liabilities and stockholders' equity

$ 78,998

$ 64,961

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)

In Millions, except Share data, unless otherwise specified

Sep. 30, 2017

Dec. 31, 2016

Current assets:

Accounts receivable, allowances for doubtful accounts

$ 103

$ 94

Stockholders' equity:

Common stock, par value (in dollars per share)

$ 0.000006

Class A Common Stock

Stockholders' equity:

Common stock, shares authorized (in shares)

5,000,000,000

Common stock, shares issued (in shares)

2,385,000,000

2,354,000,000

Common stock, shares outstanding (in shares)

2,385,000,000

2,354,000,000

Common stock, outstanding shares subject to repurchase (in shares)

1,000,000

4,000,000

Class B Common Stock

Stockholders' equity:

Common stock, shares authorized (in shares)

4,141,000,000

Common stock, shares issued (in shares)

521,000,000

538,000,000

Common stock, shares outstanding (in shares)

521,000,000

538,000,000

Common stock, outstanding shares subject to repurchase (in shares)

1,000,000

2,000,000

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $)

In Millions, except Per Share data, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2017

Sep. 30, 2016

Sep. 30, 2017

Sep. 30, 2016

Revenue

$ 10,328

$ 7,011

$ 27,681

$ 18,829

Costs and expenses:

Cost of revenue

1,448

987

3,843

2,742

Research and development

2,052

1,542

5,805

4,356

Marketing and sales

1,170

926

3,351

2,654

General and administrative

536

439

1,831

1,217

Total costs and expenses

5,206

3,894

14,830

10,969

Income from operations

5,122

3,117

12,851

7,860

Interest and other income, net

114

47

281

125

Income before provision for income taxes

5,236

3,164

13,132

7,985

Provision for income taxes

529

537

1,467

1,337

Net income

4,707

2,627

11,665

6,648

Less: Net income attributable to participating securities

3

7

13

20

Net income attributable to Class A and Class B common stockholders

4,704

2,620

11,652

6,628

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

Basic (in dollars per share)

$ 1.62

$ 0.91

$ 4.02

$ 2.32

Diluted (in dollars per share)

$ 1.59

$ 0.90

$ 3.95

$ 2.28

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

Basic (in shares)

2,904

2,871

2,898

2,857

Diluted (in shares)

2,956

2,931

2,954

2,918

Share-based compensation expense included in costs and expenses:

Share-based compensation expense

1,010

824

2,909

2,387

Cost of revenue

Share-based compensation expense included in costs and expenses:

Share-based compensation expense

47

30

128

81

Research and development

Share-based compensation expense included in costs and expenses:

Share-based compensation expense

776

636

2,233

1,853

Marketing and sales

Share-based compensation expense included in costs and expenses:

Share-based compensation expense

114

95

330

272

General and administrative

Share-based compensation expense included in costs and expenses:

Share-based compensation expense

$ 73

$ 63

$ 218

$ 181

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $)

In Millions, unless otherwise specified

3 Months Ended

9 Months Ended

Sep. 30, 2017

Sep. 30, 2016

Sep. 30, 2017

Sep. 30, 2016

Statement of Comprehensive Income [Abstract]

Net income

$ 4,707

$ 2,627

$ 11,665

$ 6,648

Other comprehensive income (loss):

Change in foreign currency translation adjustment, net of tax

174

35

480

55

Change in unrealized gain/loss on available-for-sale investments and other, net of tax

(4)

(33)

23

28

Comprehensive income

$ 4,877

$ 2,629

$ 12,168

$ 6,731

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)

In Millions, unless otherwise specified

9 Months Ended

Sep. 30, 2017

Sep. 30, 2016

Cash flows from operating activities

Net income

$ 11,665

$ 6,648

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

Depreciation and amortization

2,172

1,728

Share-based compensation

2,909

2,387

Deferred income taxes

(152)

(201)

Other

18

23

Changes in assets and liabilities:

Accounts receivable

(235)

(478)

Prepaid expenses and other current assets

(634)

(314)

Other assets

130

46

Accounts payable

(7)

(21)

Partners payable

22

20

Accrued expenses and other current liabilities

95

642

Deferred revenue and deposits

12

21

Other liabilities

550

677

Net cash provided by operating activities

16,545

11,178

Cash flows from investing activities

Purchases of property and equipment

(4,470)

(3,222)

Purchases of marketable securities

(20,410)

(17,368)

Sales of marketable securities

7,649

9,791

Maturities of marketable securities

2,228

1,034

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

(106)

(81)

Change in restricted cash and deposits

64

82

Net cash used in investing activities

(15,045)

(9,764)

Cash flows from financing activities

Taxes paid related to net share settlement of equity awards

(2,360)

(6)

Principal payments on capital lease and other financing obligations

0

(312)

Repurchases of Class A common stock

(1,018)

0

Other financing activities, net

(14)

4

Net cash used in financing activities

(3,392)

(314)

Effect of exchange rate changes on cash and cash equivalents

190

31

Net (decrease) increase in cash and cash equivalents

(1,702)

1,131

Cash and cash equivalents at beginning of period

8,903

4,907

Cash and cash equivalents at end of period

7,201

6,038

Cash paid during the period for:

Interest

0

11

Income taxes, net

1,793

764

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

441

319

Settlement of acquisition-related contingent consideration liability

102

33

Change in unsettled repurchases of Class A common stock

$ 20

$ 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, 2016.

The condensed consolidated balance sheet as of December 31, 2016 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, 2017.

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, 2016 that have had a material impact on our condensed consolidated financial statements and related notes.

In the fourth quarter of 2016, we elected to early adopt Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting (ASU 2016-09). We were required to reflect any adoption adjustments as of January 1, 2016, the beginning of the annual period that included the interim period of adoption. As such, our condensed consolidated statements of income and statements of comprehensive income for the three and nine months ended September 30, 2016 and statements of cash flows for the nine months ended September 30, 2016 had been adjusted to reflect the impact of ASU 2016-09 adoption. See "Note 1—Summary of Significant Accounting Policies" in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for detailed adoption information.

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, loss contingencies, fair value of financial instruments, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, leases, 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 Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. 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. The new standard further requires new disclosures about contracts with customers, including the significant judgments the registrant has made when applying the guidance. We will be adopting the new standard effective January 1, 2018. The new standard also permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). We currently anticipate adopting the standard using the modified retrospective method. We are in the process of finalizing our analysis of the impact this guidance will have on our consolidated financial statements, related disclosures, and our internal controls over financial reporting. We do not expect the impact of adoption to be material.

In February 2016, the 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 currently anticipate adopting the new standard effective January 1, 2019. While we continue to evaluate the effect of adopting this guidance on our consolidated financial statements and related disclosures, we expect our operating leases, as disclosed in Note 8 — Commitments and Contingencies, will be subject to the new standard. We will recognize right-of-use assets and operating lease liabilities on our consolidated balance sheets upon adoption, which will increase our total assets and liabilities.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. This guidance will be effective for us in the first quarter of 2018 on a prospective basis, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. This guidance will be effective for us in the first quarter of 2020 on a prospective basis, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements.

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.

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, 2017 and 2016, respectively.

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,
	2017					2016				2017					2016
	Class A		Class B			Class A		Class B		Class A		Class B			Class A		Class B
Basic EPS:
Numerator
Net income	$	3,853	$	854		$	2,126	$	501	$	9,523	$	2,142		$	5,375	$	1,273
Less: Net income attributable to participating securities	3		—			6		1		11		2			16		4
Net income attributable to common stockholders	$	3,850	$	854		$	2,120	$	500	$	9,512	$	2,140		$	5,359	$	1,269
Denominator
Weighted average shares outstanding	2,378		528			2,328		550		2,368		533			2,316		549
Less: Shares subject to repurchase	1		1			5		2		2		1			6		2
Number of shares used for basic EPS computation	2,377		527			2,323		548		2,366		532			2,310		547
Basic EPS	$	1.62	$	1.62		$	0.91	$	0.91	$	4.02	$	4.02		$	2.32	$	2.32
Diluted EPS:
Numerator
Net income attributable to common stockholders	$	3,850	$	854		$	2,120	$	500	$	9,512	$	2,140		$	5,359	$	1,269
Reallocation of net income attributable to participating securities	3		—			7		—		13		—			20		—
Reallocation of net income as a result of conversion of Class B to Class A common stock	854		—			500		—		2,140		—			1,269		—
Reallocation of net income to Class B common stock	—		(5		)	—		3		—		(6		)	—		13
Net income attributable to common stockholders for diluted EPS	$	4,707	$	849		$	2,627	$	503	$	11,665	$	2,134		$	6,648	$	1,282
Denominator
Number of shares used for basic EPS computation	2,377		527			2,323		548		2,366		532			2,310		547
Conversion of Class B to Class A common stock	527		—			548		—		532		—			547		—
Weighted average effect of dilutive securities:
Employee stock options	3		3			6		6		4		4			7		7
RSUs	47		2			49		5		49		3			48		7
Shares subject to repurchase	2		1			4		1		3		1			5		1
Earn-out shares	—		—			1		1		—		—			1		1
Number of shares used for diluted EPS computation	2,956		533			2,931		561		2,954		540			2,918		563
Diluted EPS	$	1.59	$	1.59		$	0.90	$	0.90	$	3.95	$	3.95		$	2.28	$	2.28

Cash and Cash Equivalents, and Marketable Securities

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



	September 30, 2017		December 31, 2016
Cash and cash equivalents:
Cash	$	1,629	$	1,364
Money market funds	4,698		5,409
U.S. government securities	125		1,463
U.S. government agency securities	150		667
Certificate of deposits and time deposits	599		—
Total cash and cash equivalents	7,201		8,903
Marketable securities:
U.S. government securities	12,134		7,130
U.S. government agency securities	9,815		7,411
Corporate debt securities	9,139		6,005
Total marketable securities	31,088		20,546
Total cash and cash equivalents, and marketable securities	$	38,289	$	29,449

The gross unrealized gains or losses on our marketable securities as of September 30, 2017 and December 31, 2016 were not significant. In addition, the gross unrealized loss that had been in a continuous loss position for 12 months or longer was not significant as of September 30, 2017 and December 31, 2016. As of September 30, 2017, 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, 2017
Due in one year	$	7,502
Due in one to five years	23,586
Total	$	31,088

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, 2017		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	$	4,698	$	4,698	$	—	$	—
U.S. government securities	125		125		—		—
U.S. government agency securities	150		150		—		—
Certificate of deposits and time deposits	599		—		599		—
Marketable securities:
U.S. government securities	12,134		12,134		—		—
U.S. government agency securities	9,815		9,815		—		—
Corporate debt securities	9,139		—		9,139		—
Total cash equivalents and marketable securities	$	36,660	$	26,922	$	9,738	$	—



			Fair Value Measurement at Reporting Date Using
Description	December 31, 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	$	5,409	$	5,409	$	—	$	—
U.S. government securities	1,463		1,463		—		—
U.S. government agency securities	667		667		—		—
Marketable securities:
U.S. government securities	7,130		7,130		—		—
U.S. government agency securities	7,411		7,411		—		—
Corporate debt securities	6,005		—		6,005		—
Total cash equivalents and marketable securities	$	28,085	$	22,080	$	6,005	$	—

Accrued expenses and other current liabilities:
Contingent consideration liability	$	242	$	—	$	242	$	—

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. In July 2017, we settled our Level 2 contingent consideration liability that was outstanding as of December 31, 2016.

Property and Equipment

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



	September 30, 2017			December 31, 2016
Land	$	770		$	696
Buildings	4,623			3,109
Leasehold improvements	818			531
Network equipment	7,249			5,179
Computer software, office equipment and other	568			398
Construction in progress	2,418			1,890
Total	16,446			11,803
Less: Accumulated depreciation	(4,288		)	(3,212		)
Property and equipment, net	$	12,158		$	8,591

Construction in progress includes costs related to construction of data centers, office buildings, and network equipment infrastructure to support our data centers around the world. No interest was capitalized during the three and nine months ended September 30, 2017 and 2016.

Goodwill and Intangible Assets

During the nine months ended September 30, 2017, we completed several business acquisitions that were not material to our condensed consolidated financial statements, either individually or in the aggregate. Accordingly, pro forma historical results of operations related to these business acquisitions during the nine months ended September 30, 2017 have not been presented. We have included the financial results of these business acquisitions in our condensed consolidated financial statements from their respective dates of acquisition.

Goodwill generated from the business acquisitions completed during the nine months ended September 30, 2017 was primarily attributable to expected synergies from future growth and potential monetization opportunities. The amount of goodwill generated during this period that was deductible for tax purposes was not material.

The changes in the carrying amount of goodwill for the nine months ended September 30, 2017 are as follows (in millions):



Balance as of December 31, 2016	$	18,122
Goodwill acquired	85
Effect of currency translation adjustment	6
Balance as of September 30, 2017	$	18,213

Intangible assets consist of the following (in millions):



		September 30, 2017							December 31, 2016
	Weighted-Average Remaining Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Acquired users	4.0	$	2,056	$	(898	)	$	1,158	$	2,056	$	(678	)	$	1,378
Acquired technology	1.9	968		(664		)	304		931		(518		)	413
Acquired patents	5.9	785		(481		)	304		785		(420		)	365
Trade names	2.5	629		(378		)	251		629		(293		)	336
Other	2.8	162		(129		)	33		162		(119		)	43
Total intangible assets	3.8	$	4,600	$	(2,550	)	$	2,050	$	4,563	$	(2,028	)	$	2,535

Amortization expense of intangible assets was $173 million and $522 million for the three and nine months ended September 30, 2017, respectively, and $195 million and $568 million for the three and nine months ended September 30, 2016, respectively.

As of September 30, 2017, expected amortization expense for the unamortized acquired intangible assets for the next five years and thereafter is as follows (in millions):



The remainder of 2017	$	170
2018	631
2019	539
2020	364
2021	265
Thereafter	81
Total	$	2,050

Long-term Debt

In May 2016, we entered into a five-year senior unsecured revolving credit facility that allows us to borrow up to $2.0 billion. Any amounts outstanding under this facility will be due and payable on May 20, 2021. As of September 30, 2017, no amounts had been drawn down, and we were in compliance with the covenants under this facility.

Commitments and Contingencies

Commitments

Leases

During the nine months ended September 30, 2017, we entered into additional non-cancelable operating lease agreements, mostly related to office buildings. Our various non-cancelable operating lease agreements for certain of our offices, land, and data centers have original lease periods expiring between 2017 and 2038 and our total future minimum payments related to these operating leases as of September 30, 2017 was $3.60 billion. 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 $91 million and $247 million for the three and nine months ended September 30, 2017, respectively, and $70 million and $199 million for the three and nine months ended September 30, 2016, respectively.

Contingencies

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. On April 14, 2017, we filed a motion for summary judgment. Trial is scheduled to begin on February 26, 2018.

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 were consolidated under the caption In re Facebook, Inc. Class C Reclassification Litig., C.A. No. 12286-VCL, and the consolidated complaint generally alleged that the defendants breached their fiduciary duties in connection with the Reclassification. On September 21, 2017, our board of directors decided to abandon the Reclassification, and on September 25, 2017, the court dismissed the action as moot.

We are also party to various legal proceedings, claims, and regulatory, tax or government inquiries and investigations that arise in the ordinary course of business. With respect to these matters, we evaluate the developments on a regular basis and accrue a liability when we believe a loss is probable and the amount can be reasonably estimated.

We believe that the amount or estimable range of reasonably possible or probable 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 these matters is inherently uncertain. Therefore, if one or more of these 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 in which any such outcome becomes probable and estimable, could be materially adversely affected.

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

Stockholders' Equity

Abandonment of the Reclassification

In September 2017, our board of directors decided to abandon the Reclassification, and determined not to proceed with the filing of our amended and restated certificate of incorporation that was approved by our stockholders on June 20, 2016. As a result, we will not proceed with the issuance of the dividend of Class C capital stock.

Share Repurchase Program

In November 2016, our board of directors authorized a $6.0 billion share repurchase program of our Class A common stock, which commenced in 2017 and does not have an expiration date. The timing and actual number of shares repurchased depend on a variety of factors, including price, general business and market conditions, and other investment opportunities, and shares may be repurchased through open market purchases or privately negotiated transactions, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. During the nine months ended September 30, 2017, we repurchased and subsequently retired approximately 7 million shares of our Class A common stock for an aggregate amount of approximately $1.04 billion.

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. 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 A common stock equal to the lesser of (i) 2.5% of the total issued and outstanding shares of our Class A common 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 2017.

The following table summarizes the activities of stock option awards under the Stock Plans for the nine months ended September 30, 2017:



	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, 2016	5,687		$	7.78
Stock options exercised	(2,410	)	5.28
Balance as of September 30, 2017	3,277		$	9.63	2.6	$	528
Stock options exercisable as of September 30, 2017	2,728		$	8.55	2.5	$	443


(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 $170.87, as reported on the NASDAQ Global Select Market on September 30, 2017.

The following table summarizes the activities for our unvested RSUs for the nine months ended September 30, 2017:



	Unvested RSUs⁽¹⁾
	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested at December 31, 2016	98,586		$	82.99
Granted	32,549		143.38
Vested	(32,968	)	82.23
Forfeited	(4,913	)	100.02
Unvested at September 30, 2017	93,254		$	103.43


(1)	Unvested shares include inducement awards issued in connection with the WhatsApp 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, 2017 was $1.73 billion and $4.94 billion, respectively, and $1.21 billion and $3.84 billion during the three and nine months ended September 30, 2016, respectively.

As of September 30, 2017, there was $8.30 billion of unrecognized share-based compensation expense, substantially all of which was related to RSUs. This unrecognized compensation expense is expected to be recognized over a weighted-average period of approximately three years based on vesting under the award service conditions. Included in this unrecognized share-based compensation expense are 16.2 million unvested shares as of September 30, 2017, related to RSU inducement awards granted to two employees in connection with the WhatsApp acquisition in 2014. These awards are subject to acceleration if the recipient's employment is terminated without "cause" or if he resigns for "good reason".

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 effective 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 the proportion of our income (loss) before provision for income taxes in multiple jurisdictions, the tax effects of our share-based compensation, and the effects of acquisitions and the integration of those acquisitions.

Our 2017 effective tax rate differs from the U.S. statutory rate primarily due to a portion of our income before provision for income taxes being earned in jurisdictions with tax rates lower than the U.S. statutory rate where we plan to indefinitely reinvest a certain portion of those earnings, as well as the recognition of excess tax benefits from share-based compensation.

Our gross unrecognized tax benefits were $3.68 billion and $3.31 billion as of September 30, 2017 and December 31, 2016, respectively. If the gross unrecognized tax benefits as of September 30, 2017 were realized in a subsequent period, this would result in a tax benefit of $2.88 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.

In July 2016, we received a Statutory Notice of Deficiency (Notice) from the Internal Revenue Service (IRS) related 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 to 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 in excess of the amounts in our originally filed U.S. return, 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. We have previously accrued an estimated unrecognized tax benefit consistent with the guidance in ASC 740 that is lower than the potential additional federal tax liability of $3.0 billion to $5.0 billion in excess of the amounts in our originally filed U.S. return, plus interest and penalties. 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. As of September 30, 2017, we have not resolved this matter and proceedings continue in the United States Tax Court.

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 IRS for our 2011 through 2013 tax years. Our 2014 and subsequent years remain open to examination by the IRS. Our 2012 and subsequent years remain open to examination in Ireland.

We believe that adequate amounts have been reserved for any adjustments to the provision for income taxes or other tax items that may ultimately result from these examinations. 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 amounts 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,
	2017		2016		2017		2016
Revenue:
United States	$	4,482	$	3,184	$	12,057	$	8,545
Rest of the world ⁽¹⁾	5,846		3,827		15,624		10,284
Total revenue	$	10,328	$	7,011	$	27,681	$	18,829


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



	September 30, 2017		December 31, 2016
Property and equipment, net:
United States	$	9,248	$	6,793
Rest of the world ⁽¹⁾	2,910		1,798
Total property and equipment, net	$	12,158	$	8,591


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

Summary of Significant Accounting Policies (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, 2016.

The condensed consolidated balance sheet as of December 31, 2016 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, 2017.

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, 2016 that have had a material impact on our condensed consolidated financial statements and related notes.

In the fourth quarter of 2016, we elected to early adopt Accounting Standards Update No. 2016-09, Compensation - Stock Compensation (Topic 718): Improvement to Employee Share-based Payment Accounting (ASU 2016-09). We were required to reflect any adoption adjustments as of January 1, 2016, the beginning of the annual period that included the interim period of adoption. As such, our condensed consolidated statements of income and statements of comprehensive income for the three and nine months ended September 30, 2016 and statements of cash flows for the nine months ended September 30, 2016 had been adjusted to reflect the impact of ASU 2016-09 adoption. See "Note 1—Summary of Significant Accounting Policies" in the notes to our consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 for detailed adoption information.

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, loss contingencies, fair value of financial instruments, fair value of acquired intangible assets and goodwill, useful lives of intangible assets and property and equipment, leases, 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 Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. 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. The new standard further requires new disclosures about contracts with customers, including the significant judgments the registrant has made when applying the guidance. We will be adopting the new standard effective January 1, 2018. The new standard also permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). We currently anticipate adopting the standard using the modified retrospective method. We are in the process of finalizing our analysis of the impact this guidance will have on our consolidated financial statements, related disclosures, and our internal controls over financial reporting. We do not expect the impact of adoption to be material.

In February 2016, the 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 currently anticipate adopting the new standard effective January 1, 2019. While we continue to evaluate the effect of adopting this guidance on our consolidated financial statements and related disclosures, we expect our operating leases, as disclosed in Note 8 — Commitments and Contingencies, will be subject to the new standard. We will recognize right-of-use assets and operating lease liabilities on our consolidated balance sheets upon adoption, which will increase our total assets and liabilities.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. This guidance will be effective for us in the first quarter of 2018 on a prospective basis, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. This guidance will be effective for us in the first quarter of 2020 on a prospective basis, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements.

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,
	2017					2016				2017					2016
	Class A		Class B			Class A		Class B		Class A		Class B			Class A		Class B
Basic EPS:
Numerator
Net income	$	3,853	$	854		$	2,126	$	501	$	9,523	$	2,142		$	5,375	$	1,273
Less: Net income attributable to participating securities	3		—			6		1		11		2			16		4
Net income attributable to common stockholders	$	3,850	$	854		$	2,120	$	500	$	9,512	$	2,140		$	5,359	$	1,269
Denominator
Weighted average shares outstanding	2,378		528			2,328		550		2,368		533			2,316		549
Less: Shares subject to repurchase	1		1			5		2		2		1			6		2
Number of shares used for basic EPS computation	2,377		527			2,323		548		2,366		532			2,310		547
Basic EPS	$	1.62	$	1.62		$	0.91	$	0.91	$	4.02	$	4.02		$	2.32	$	2.32
Diluted EPS:
Numerator
Net income attributable to common stockholders	$	3,850	$	854		$	2,120	$	500	$	9,512	$	2,140		$	5,359	$	1,269
Reallocation of net income attributable to participating securities	3		—			7		—		13		—			20		—
Reallocation of net income as a result of conversion of Class B to Class A common stock	854		—			500		—		2,140		—			1,269		—
Reallocation of net income to Class B common stock	—		(5		)	—		3		—		(6		)	—		13
Net income attributable to common stockholders for diluted EPS	$	4,707	$	849		$	2,627	$	503	$	11,665	$	2,134		$	6,648	$	1,282
Denominator
Number of shares used for basic EPS computation	2,377		527			2,323		548		2,366		532			2,310		547
Conversion of Class B to Class A common stock	527		—			548		—		532		—			547		—
Weighted average effect of dilutive securities:
Employee stock options	3		3			6		6		4		4			7		7
RSUs	47		2			49		5		49		3			48		7
Shares subject to repurchase	2		1			4		1		3		1			5		1
Earn-out shares	—		—			1		1		—		—			1		1
Number of shares used for diluted EPS computation	2,956		533			2,931		561		2,954		540			2,918		563
Diluted EPS	$	1.59	$	1.59		$	0.90	$	0.90	$	3.95	$	3.95		$	2.28	$	2.28

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, 2017		December 31, 2016
Cash and cash equivalents:
Cash	$	1,629	$	1,364
Money market funds	4,698		5,409
U.S. government securities	125		1,463
U.S. government agency securities	150		667
Certificate of deposits and time deposits	599		—
Total cash and cash equivalents	7,201		8,903
Marketable securities:
U.S. government securities	12,134		7,130
U.S. government agency securities	9,815		7,411
Corporate debt securities	9,139		6,005
Total marketable securities	31,088		20,546
Total cash and cash equivalents, and marketable securities	$	38,289	$	29,449

Marketable Securities by Contractual Maturities

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



	September 30, 2017
Due in one year	$	7,502
Due in one to five years	23,586
Total	$	31,088

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, 2017		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	$	4,698	$	4,698	$	—	$	—
U.S. government securities	125		125		—		—
U.S. government agency securities	150		150		—		—
Certificate of deposits and time deposits	599		—		599		—
Marketable securities:
U.S. government securities	12,134		12,134		—		—
U.S. government agency securities	9,815		9,815		—		—
Corporate debt securities	9,139		—		9,139		—
Total cash equivalents and marketable securities	$	36,660	$	26,922	$	9,738	$	—



			Fair Value Measurement at Reporting Date Using
Description	December 31, 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	$	5,409	$	5,409	$	—	$	—
U.S. government securities	1,463		1,463		—		—
U.S. government agency securities	667		667		—		—
Marketable securities:
U.S. government securities	7,130		7,130		—		—
U.S. government agency securities	7,411		7,411		—		—
Corporate debt securities	6,005		—		6,005		—
Total cash equivalents and marketable securities	$	28,085	$	22,080	$	6,005	$	—

Accrued expenses and other current liabilities:
Contingent consideration liability	$	242	$	—	$	242	$	—

Property and Equipment (Tables)

Property and Equipment

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



	September 30, 2017			December 31, 2016
Land	$	770		$	696
Buildings	4,623			3,109
Leasehold improvements	818			531
Network equipment	7,249			5,179
Computer software, office equipment and other	568			398
Construction in progress	2,418			1,890
Total	16,446			11,803
Less: Accumulated depreciation	(4,288		)	(3,212		)
Property and equipment, net	$	12,158		$	8,591

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, 2017 are as follows (in millions):



Balance as of December 31, 2016	$	18,122
Goodwill acquired	85
Effect of currency translation adjustment	6
Balance as of September 30, 2017	$	18,213

Schedule of Intangible Assets

Intangible assets consist of the following (in millions):



		September 30, 2017							December 31, 2016
	Weighted-Average Remaining Useful Lives (in years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Acquired users	4.0	$	2,056	$	(898	)	$	1,158	$	2,056	$	(678	)	$	1,378
Acquired technology	1.9	968		(664		)	304		931		(518		)	413
Acquired patents	5.9	785		(481		)	304		785		(420		)	365
Trade names	2.5	629		(378		)	251		629		(293		)	336
Other	2.8	162		(129		)	33		162		(119		)	43
Total intangible assets	3.8	$	4,600	$	(2,550	)	$	2,050	$	4,563	$	(2,028	)	$	2,535

Expected Amortization Expense for Unamortized Acquired Intangible Assets

As of September 30, 2017, expected amortization expense for the unamortized acquired intangible assets for the next five years and thereafter is as follows (in millions):



The remainder of 2017	$	170
2018	631
2019	539
2020	364
2021	265
Thereafter	81
Total	$	2,050

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, 2017:



	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, 2016	5,687		$	7.78
Stock options exercised	(2,410	)	5.28
Balance as of September 30, 2017	3,277		$	9.63	2.6	$	528
Stock options exercisable as of September 30, 2017	2,728		$	8.55	2.5	$	443


(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 $170.87, as reported on the NASDAQ Global Select Market on September 30, 2017.

Restricted Stock Units Award Activity

The following table summarizes the activities for our unvested RSUs for the nine months ended September 30, 2017:



	Unvested RSUs⁽¹⁾
	Number of Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Unvested at December 31, 2016	98,586		$	82.99
Granted	32,549		143.38
Vested	(32,968	)	82.23
Forfeited	(4,913	)	100.02
Unvested at September 30, 2017	93,254		$	103.43


(1)	Unvested shares include inducement awards issued in connection with the WhatsApp 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,
	2017		2016		2017		2016
Revenue:
United States	$	4,482	$	3,184	$	12,057	$	8,545
Rest of the world ⁽¹⁾	5,846		3,827		15,624		10,284
Total revenue	$	10,328	$	7,011	$	27,681	$	18,829


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



	September 30, 2017		December 31, 2016
Property and equipment, net:
United States	$	9,248	$	6,793
Rest of the world ⁽¹⁾	2,910		1,798
Total property and equipment, net	$	12,158	$	8,591


(1)	No individual country, other than disclosed above, 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, 2017

Sep. 30, 2016

Sep. 30, 2017

Sep. 30, 2016

Numerator

Net income

$ 4,707

$ 2,627

$ 11,665

$ 6,648

Less: Net income attributable to participating securities

3

7

13

20

Net income attributable to Class A and Class B common stockholders

4,704

2,620

11,652

6,628

Denominator

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

2,904

2,871

2,898

2,857

Basic EPS (in dollars per share)

$ 1.62

$ 0.91

$ 4.02

$ 2.32

Numerator

Net income attributable to common stockholders

4,704

2,620

11,652

6,628

Denominator

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

2,904

2,871

2,898

2,857

Weighted average effect of dilutive securities:

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

2,956

2,931

2,954

2,918

Diluted EPS (in dollars per share)

$ 1.59

$ 0.90

$ 3.95

$ 2.28

Class A Common Stock

Numerator

Net income

3,853

2,126

9,523

5,375

Less: Net income attributable to participating securities

3

6

11

16

Net income attributable to Class A and Class B common stockholders

3,850

2,120

9,512

5,359

Denominator

Weighted average shares outstanding (in shares)

2,378

2,328

2,368

2,316

Less: Shares subject to repurchase (in shares)

1

5

2

6

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

2,377

2,323

2,366

2,310

Basic EPS (in dollars per share)

$ 1.62

$ 0.91

$ 4.02

$ 2.32

Numerator

Net income attributable to common stockholders

3,850

2,120

9,512

5,359

Reallocation of net income attributable to participating securities

3

7

13

20

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

854

500

2,140

1,269

Reallocation of net income to Class B common stock

0

Net income attributable to common stockholders for diluted EPS

4,707

2,627

11,665

6,648

Denominator

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

2,377

2,323

2,366

2,310

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

527

548

532

547

Weighted average effect of dilutive securities:

Shares subject to repurchase (in shares)

2

4

3

5

Earn-out shares (in shares)

0

1

0

1

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

2,956

2,931

2,954

2,918

Diluted EPS (in dollars per share)

$ 1.59

$ 0.90

$ 3.95

$ 2.28

Class A Common Stock |
Employee Stock Options

Weighted average effect of dilutive securities:

Share based payment arrangements (in shares)

3

6

4

7

Class A Common Stock |
Restricted Stock Units (RSUs)

Weighted average effect of dilutive securities:

Share based payment arrangements (in shares)

47

49

48

Class B Common Stock

Numerator

Net income

854

501

2,142

1,273

Less: Net income attributable to participating securities

0

1

2

4

Net income attributable to Class A and Class B common stockholders

854

500

2,140

1,269

Denominator

Weighted average shares outstanding (in shares)

528

550

533

549

Less: Shares subject to repurchase (in shares)

1

2

1

2

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

527

548

532

547

Basic EPS (in dollars per share)

$ 1.62

$ 0.91

$ 4.02

$ 2.32

Numerator

Net income attributable to common stockholders

854

500

2,140

1,269

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

(5)

3

(6)

13

Net income attributable to common stockholders for diluted EPS

$ 849

$ 503

$ 2,134

$ 1,282

Denominator

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

527

548

532

547

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

0

Weighted average effect of dilutive securities:

Shares subject to repurchase (in shares)

1

Earn-out shares (in shares)

0

1

0

1

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

533

561

540

563

Diluted EPS (in dollars per share)

$ 1.59

$ 0.90

$ 3.95

$ 2.28

Class B Common Stock |
Employee Stock Options

Weighted average effect of dilutive securities:

Share based payment arrangements (in shares)

3

6

4

7

Class B Common Stock |
Restricted Stock Units (RSUs)

Weighted average effect of dilutive securities:

Share based payment arrangements (in shares)

2

5

3

7

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

In Millions, unless otherwise specified

Sep. 30, 2017

Dec. 31, 2016

Sep. 30, 2016

Dec. 31, 2015

Cash and Cash Equivalents, and Marketable Securities

Cash and cash equivalents

$ 7,201

$ 8,903

$ 6,038

$ 4,907

Marketable securities

31,088

20,546

Total cash and cash equivalents, and marketable securities

38,289

29,449

U.S. government securities

Cash and Cash Equivalents, and Marketable Securities

Marketable securities

12,134

7,130

U.S. government agency securities

Cash and Cash Equivalents, and Marketable Securities

Marketable securities

9,815

7,411

Corporate debt securities

Cash and Cash Equivalents, and Marketable Securities

Marketable securities

9,139

6,005

Cash

Cash and Cash Equivalents, and Marketable Securities

Cash and cash equivalents

1,629

1,364

Money market funds

Cash and Cash Equivalents, and Marketable Securities

Cash and cash equivalents

4,698

5,409

U.S. government securities

Cash and Cash Equivalents, and Marketable Securities

Cash and cash equivalents

125

1,463

U.S. government agency securities

Cash and Cash Equivalents, and Marketable Securities

Cash and cash equivalents

150

667

Certificate of deposits and time deposits

Cash and Cash Equivalents, and Marketable Securities

Cash and cash equivalents

$ 599

$ 0

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

In Millions, unless otherwise specified

Sep. 30, 2017

Dec. 31, 2016

Contractual Maturities of Marketable Securities

Due in one year

$ 7,502

Due in one to five years

23,586

Total marketable securities

$ 31,088

$ 20,546

Fair Value Measurement (Details) (USD $)

In Millions, unless otherwise specified

Sep. 30, 2017

Dec. 31, 2016