UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________________________________________

FORM 10-Q

________________________________________________________________________________________

(Mark One)

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2016

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 001-37580

________________________________________________________________________________________

Alphabet Inc.

(Exact name of registrant as specified in its charter)

________________________________________________________________________________________

Delaware	61-1767919
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

1600 Amphitheatre Parkway

Mountain View, CA 94043

(Address of principal executive offices, including zip code)

(650) 253-0000

(Registrant’s telephone number, including area code)

________________________________________________________________________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ý    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ý    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	ý	Accelerated filer	¨
Non-accelerated filer (Do not check if a smaller reporting company)	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  ý

As of April 21, 2016, there were 293,675,151 shares of Alphabet’s Class A common stock outstanding, 49,440,407 shares of Alphabet's Class B common stock outstanding, and 343,439,675 Alphabet's Class C capital stock outstanding.

Table of Contents Alphabet Inc.

Alphabet Inc.

Form 10-Q

For the Quarterly Period Ended March 31, 2016

TABLE OF CONTENTS

		Page No.
Note About Forward-Looking Statements		1
PART I. FINANCIAL INFORMATION
Item 1	Financial Statements (unaudited)	2
	Consolidated Balance Sheets - December 31, 2015 and March 31, 2016	2
	Consolidated Statements of Income - Three Months Ended March 31, 2015 and 2016	3
	Consolidated Statements of Comprehensive Income - Three Months Ended March 31, 2015 and 2016	4
	Consolidated Statements of Cash Flows - Three Months Ended March 31, 2015 and 2016	5
	Notes to Consolidated Financial Statements	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4	Controls and Procedures	43
PART II. OTHER INFORMATION
Item 1	Legal Proceedings	44
Item 1A	Risk Factors	44
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 6	Exhibits	44
	Signature	45
	Exhibit Index	46

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NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding:

• the growth of our business and revenues and our expectations about the factors that influence our success and trends in our business;

• our plans to continue to invest in new businesses, products and technologies, systems, facilities, and infrastructure, to continue to hire aggressively and provide competitive compensation programs, as well as to continue to invest in acquisitions;

• seasonal fluctuations in internet usage and advertiser expenditures, traditional retail seasonality and macroeconomic conditions, which are likely to cause fluctuations in our quarterly results;

• the potential for declines in our revenue growth rate;

• our expectation that growth in advertising revenues from our websites will continue to exceed that from our Google Network Members' websites, which will have a positive impact on our operating margins;

• our expectation that we will continue to take steps to improve the relevance of the ads we deliver and to reduce the number of accidental clicks;

• fluctuations in the rate of change in revenue and revenue growth, as well as the rate of change in paid clicks and average cost-per-click and various factors contributing to such fluctuations;

• our belief that our foreign exchange risk management program will not fully offset our net exposure to fluctuations in foreign currency exchange rates;

• the expected increase of costs related to hedging activities under our foreign exchange risk management program;

• our expectation that our cost of revenues, research and development expenses, sales and marketing expenses, and general and administrative expenses will increase in dollars and may increase as a percentage of revenues;

• our potential exposure in connection with pending investigations, proceedings, and other contingencies;

• our expectation that our traffic acquisition costs will fluctuate in the future;

• our expectation that our other income (loss), net, will fluctuate in the future as it is largely driven by market dynamics;

• estimates of our future compensation expenses;

• fluctuations in our effective tax rate;

• the sufficiency of our sources of funding;

• our payment terms to certain advertisers, which may increase our working capital requirements;

• fluctuations in our capital expenditures;

• our expectations related to the new operating structure implemented in October 2015 pursuant to the holding company reorganization and the associated disclosure implications;

• the expected timing and amount of Alphabet Inc.'s stock repurchase;

as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements may appear throughout this report and other documents we file with the Securities and Exchange Commission (SEC), including without limitation, Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Quarterly Report on Form 10-Q and Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015, as amended, as may be updated in our subsequent Quarterly Reports on Form 10-Q. Forward-looking statements generally can be identified by words such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "will be," "will continue," "may," "could," "will likely result," and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Quarterly Report on Form 10-Q, and in particular, the risks discussed in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2015, as amended, and those discussed in other documents we file with the SEC. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

As used herein, "Alphabet," "our company," "we," "us," "our," and similar terms include Alphabet Inc. and its subsidiaries, unless the context indicates otherwise.

"Alphabet," "Google," and other trademarks of ours appearing in this report are our property. This report contains additional trade names and trademarks of other companies. We do not intend our use or display of other companies' trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Alphabet Inc.

CONSOLIDATED BALANCE SHEETS

(In millions, except share amounts which are reflected in thousands and par value)

	As of December 31, 2015			As of March 31, 2016
				(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	16,549		$	15,111
Marketable securities	56,517			60,153
Total cash, cash equivalents, and marketable securities (including securities loaned of $4,531 and $3,851)	73,066			75,264
Accounts receivable, net of allowance of $296 and $276	11,556			10,818
Receivable under reverse repurchase agreements	450			350
Income taxes receivable, net	1,903			1,804
Prepaid revenue share, expenses and other assets	3,139			2,719
Total current assets	90,114			90,955
Prepaid revenue share, expenses and other assets, non-current	3,181			3,297
Non-marketable investments	5,183			5,577
Deferred income taxes	251			233
Property and equipment, net	29,016			30,162
Intangible assets, net	3,847			3,657
Goodwill	15,869			15,866
Total assets	$	147,461		$	149,747
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,931		$	1,667
Short-term debt	3,225			3,221
Accrued compensation and benefits	3,539			2,618
Accrued expenses and other current liabilities	4,768			4,517
Accrued revenue share	2,329			2,227
Securities lending payable	2,428			2,171
Deferred revenue	788			933
Income taxes payable, net	302			330
Total current liabilities	19,310			17,684
Long-term debt	1,995			1,987
Deferred revenue, non-current	151			131
Income taxes payable, non-current	3,663			3,812
Deferred income taxes	189			599
Other long-term liabilities	1,822			1,965
Total liabilities	27,130			26,178
Commitments and contingencies (Note 9)
Stockholders’ equity:
Convertible preferred stock, $0.001 par value per share, 100,000 shares authorized; no shares issued and outstanding	0			0
Class A and Class B common stock, and Class C capital stock and additional paid-in capital, $0.001 par value per share: 15,000,000 shares authorized (Class A 9,000,000, Class B 3,000,000, Class C 3,000,000); 687,348 (Class A 292,297, Class B 50,295, Class C 344,756) and 686,792 (Class A 293,573, Class B 49,536, Class C 343,683) shares issued and outstanding	32,982			33,695
Accumulated other comprehensive loss	(1,874		)	(1,294		)
Retained earnings	89,223			91,168
Total stockholders’ equity	120,331			123,569
Total liabilities and stockholders’ equity	$	147,461		$	149,747

See accompanying notes.

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Alphabet Inc.

CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share amounts)

	Three Months Ended
	March 31,
	2015		2016
	(unaudited)
Revenues	$	17,258	$	20,257
Costs and expenses:
Cost of revenues	6,356		7,648
Research and development	2,753		3,367
Sales and marketing	2,065		2,387
General and administrative	1,637		1,513
Total costs and expenses	12,811		14,915
Income from operations	4,447		5,342
Other income (expense), net	157		(213		)
Income before income taxes	4,604		5,129
Provision for income taxes	1,089		922
Net income	$	3,515	$	4,207
Basic net income per share of Class A and B common stock and Class C capital stock	$	5.16	$	6.12
Diluted net income per share of Class A and B common stock and Class C capital stock	$	5.10	$	6.02

See accompanying notes.

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Alphabet Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

	Three Months Ended
	March 31,
	2015			2016
	(unaudited)
Net income	$	3,515		$	4,207
Other comprehensive (loss) income:
Change in foreign currency translation adjustment	(923		)	156
Available-for-sale investments:
Change in net unrealized gains	221			356
Less: reclassification adjustment for net (gains) losses included in net income	(27		)	169
Net change (net of tax effect of $61 and $119)	194			525
Cash flow hedges:
Change in net unrealized gains	562			16
Less: reclassification adjustment for net gains included in net income	(231		)	(117		)
Net change (net of tax effect of $192 and $37)	331			(101		)
Other comprehensive (loss) income	(398		)	580
Comprehensive income	$	3,117		$	4,787

See accompanying notes.

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Alphabet Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Three Months Ended
	March 31,
	2015			2016
	(unaudited)
Operating activities
Net income	$	3,515		$	4,207
Adjustments:
Depreciation and impairment of property and equipment	938			1,155
Amortization and impairment of intangible assets	239			216
Stock-based compensation expense	1,203			1,494
Deferred income taxes	71			414
Loss on marketable and non-marketable investments, net	16			280
Other	61			64
Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable	698			818
Income taxes, net	827			271
Prepaid revenue share, expenses and other assets	43			185
Accounts payable	(24		)	(269		)
Accrued expenses and other liabilities	(601		)	(1,064		)
Accrued revenue share	(205		)	(131		)
Deferred revenue	(59		)	18
Net cash provided by operating activities	6,722			7,658
Investing activities
Purchases of property and equipment	(2,927		)	(2,428		)
Purchases of marketable securities	(12,558		)	(20,748		)
Maturities and sales of marketable securities	10,389			17,443
Purchases of non-marketable investments	(1,074		)	(321		)
Cash collateral related to securities lending	(1,120		)	(257		)
Investments in reverse repurchase agreements	50			100
Acquisitions, net of cash acquired, and purchases of intangible assets	(64		)	(34		)
Net cash used in investing activities	(7,304		)	(6,245		)
Financing activities
Net payments related to stock-based award activities	(493		)	(807		)
Repurchases of capital stock	0			(2,098		)
Proceeds from issuance of debt, net of costs	3,305			3,956
Repayments of debt	(3,308		)	(3,962		)
Net cash used in financing activities	(496		)	(2,911		)
Effect of exchange rate changes on cash and cash equivalents	(293		)	60
Net decrease in cash and cash equivalents	(1,371		)	(1,438		)
Cash and cash equivalents at beginning of period	18,347			16,549
Cash and cash equivalents at end of period	$	16,976		$	15,111
Supplemental disclosures of cash flow information
Cash paid for taxes	$	98		$	166
Cash paid for interest	$	18		$	18

See accompanying notes.

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Alphabet Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Nature of Operations and Summary of Significant Accounting Policies

We were incorporated in the State of Delaware in August 2015. We generate revenues primarily by delivering relevant, cost-effective online advertising.

On October 2, 2015, we implemented a holding company reorganization in which Alphabet became the successor issuer to Google Inc. (Google) that was accounted for as a merger under common control. Alphabet has recognized the assets and liabilities of Google at carryover basis. The consolidated financial statements of Alphabet present comparative information for the prior periods on a combined basis, as if both Alphabet and Google were under common control for all periods presented.

Basis of Consolidation

The consolidated financial statements include the accounts of Alphabet Inc., our subsidiaries, as well as all variable interest entities in which we are the primary beneficiary. All intercompany balances and transactions have been eliminated.

Unaudited Interim Financial Information

The accompanying Consolidated Balance Sheet as of March 31, 2016, the Consolidated Statements of Income for the three months ended March 31, 2015 and 2016, the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2016, and the Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2016 are unaudited. These unaudited interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (GAAP). In our opinion, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of our financial position as of March 31, 2016, our results of operations for the three months ended March 31, 2015 and 2016, and our cash flows for the three months ended March 31, 2015 and 2016. The results of operations for the three months ended March 31, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016.

These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 11, 2016.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and the accompanying notes. Actual results could differ materially from these estimates. On an ongoing basis, we evaluate our estimates, including those related to the accounts receivable and sales allowances, fair values of financial instruments, intangible assets and goodwill, useful lives of intangible assets and property and equipment, income taxes, and contingent liabilities, among others. We base our estimates on historical experience, future projections, market transactions, and various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Fair Value of Financial Instruments

Our financial assets and financial liabilities that include cash equivalents, marketable securities, foreign currency and interest rate derivative contracts, and non-marketable debt securities are measured and recorded at fair value on a recurring basis. We measure certain financial assets at fair value for disclosure purposes, as well as, on a nonrecurring basis when they are deemed to be other-than-temporarily impaired. Our other current financial assets and our other current financial liabilities have fair values that approximate their carrying value.

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or a liability. Assets and liabilities recorded at fair value are measured and classified in accordance with a three-tier fair value hierarchy based on the observability of the inputs available in the market used to measure fair value:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

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Level 2 - Include other inputs that are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant inputs are observable in the market or can be derived from observable market data. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs including interest rate curves, foreign exchange rates, and credit ratings.

Level 3 - Unobservable inputs that are supported by little or no market activities.

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Recent Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09) "Revenue from Contracts with Customers." ASU 2014-09 supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605)”, and requires entities to recognize revenue when they transfer promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. As currently issued and amended, ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, though early adoption is permitted for annual reporting periods beginning after December 15, 2016. We are currently in the process of evaluating the impact of the adoption of ASU 2014-09 on our consolidated financial statements, implementing accounting system changes related to the adoption, and considering additional disclosure requirements.

In June 2014, the FASB issued Accounting Standards Update No. 2014-10 (ASU 2014-10) "Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation." ASU 2014-10 removes the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification (ASC), thereby removing the financial reporting distinction between development stage entities and other reporting entities. The additional elimination of related consolidation guidance requires companies with interests in development stage entities to reassess whether such entities are variable interest entities under ASC Topic 810, Consolidation. We adopted this standard in the first quarter of 2016 on a retrospective basis. The adoption of this standard did not have a material impact on our consolidated financial statements. Additional disclosures have been made related to certain entities that are now considered variable interest entities upon adoption. See Note 6 for details.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02 (ASU 2015-02) "Consolidation (Topic 810): Amendments to the Consolidation Analysis." ASU 2015-02 changes the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. We adopted this standard in the first quarter of 2016 on a retrospective basis. The adoption of this standard did not have a material impact on our consolidated financial statements but resulted in additional investments being considered variable interest entities. See Note 3 for details.

In January 2016, the FASB issued Accounting Standards Update No. 2016-01 (ASU 2016-01) "Financial Instruments-Overall (Subtopic 825- 10): Recognition and Measurement of Financial Assets and Financial Liabilities." ASU 2016-01 amends various aspects of the recognition, measurement, presentation, and disclosure for financial instruments. With respect to our consolidated financial statements, the most significant impact relates to the accounting for equity investments. ASU 2016-01 will impact the disclosure and presentation of financial assets and liabilities. ASU 2016-01 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2017. Early adoption by public entities is permitted only for certain provisions. We are currently in the process of evaluating the impact of the adoption of this standard on our consolidated financial statements.

In February 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) which amends the FASB Accounting Standards Codification and created Topic 842, "Leases." Under Topic 842, lessees are required to recognize assets and liabilities on the balance sheet for most leases and provides for enhanced disclosures. Leases will continue to be classified as either finance or operating. ASU 2016-02 is effective for annual reporting periods, and interim periods within those years beginning after December 15, 2018. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements. Full retrospective application is prohibited and early adoption by public entities is permitted. We are currently in the process of evaluating the impact of the adoption of this standard on our consolidated financial statements.

In March 2016, the FASB issued Accounting Standards Update No. 2016-09 (ASU 2016-09) "Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." We have elected to early adopt these amendments beginning in the first quarter of 2016. Starting this quarter, stock-based compensation

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(SBC) excess tax benefits or deficiencies are reflected in the Consolidated Statements of Income as a component of the provision for income taxes, whereas they previously were recognized in equity. Additionally, our Consolidated Statements of Cash Flows now present excess tax benefits as an operating activity, with the prior periods adjusted accordingly. Finally, we have elected to account for forfeitures as they occur, rather than estimate expected forfeitures.As a result of the adoption of ASU 2016-09, the Consolidated Statement of Cash Flows for the three months ended March 31, 2015 was adjusted as follows: a $105 million increase to net cash provided by operating activities and a $105 million increase to net cash used in financing activities. See Notes 11 and 12 for information regarding the additional impact on our financial statements.

Note 2. Financial Instruments

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. We classify our foreign currency and interest rate derivative contracts primarily within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.

Cash, Cash Equivalents and Marketable Securities

The following tables summarize our cash, cash equivalents and marketable securities by significant investment categories as of December 31, 2015 and March 31, 2016 (in millions):

	As of December 31, 2015
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash and Cash Equivalents		Marketable Securities
Cash	$	7,380	$	0	$	0		$	7,380	$	7,380	$	0
Level 1:
Money market and other funds	5,623		0		0			5,623		5,623		0
U.S. government notes	20,922		27		(48		)	20,901		258		20,643
Marketable equity securities	692		155		0			847		0		847
	27,237		182		(48		)	27,371		5,881		21,490
Level 2:
Time deposits(1)	3,223		0		0			3,223		2,012		1,211
Money market and other funds(2)	1,140		0		0			1,140		1,140		0
Fixed-income bond funds(3)	219		0		0			219		0		219
U.S. government agencies	1,367		2		(3		)	1,366		0		1,366
Foreign government bonds	2,242		14		(23		)	2,233		0		2,233
Municipal securities	3,812		47		(4		)	3,855		0		3,855
Corporate debt securities	13,809		53		(278		)	13,584		136		13,448
Agency mortgage-backed securities	9,680		48		(57		)	9,671		0		9,671
Asset-backed securities	3,032		0		(8		)	3,024		0		3,024
	38,524		164		(373		)	38,315		3,288		35,027
Total	$	73,141	$	346	$	(421	)	$	73,066	$	16,549	$	56,517

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	As of March 31, 2016
	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value		Cash and Cash Equivalents		Marketable Securities
	(unaudited)
Cash	$	7,388	$	0	$	0		$	7,388	$	7,388	$	0
Level 1:
Money market and other funds	4,536		0		0			4,536		4,536		0
U.S. government notes	22,140		183		(1		)	22,322		3		22,319
Marketable equity securities	462		72		0			534		0		534
	27,138		255		(1		)	27,392		4,539		22,853
Level 2:
Time deposits(1)	1,761		0		0			1,761		1,021		740
Money market and other funds(2)	1,814		0		0			1,814		1,814		0
Mutual funds(4)	213		2		0			215		0		215
U.S. government agencies	2,160		2		0			2,162		0		2,162
Foreign government bonds	2,285		29		(10		)	2,304		0		2,304
Municipal securities	3,825		66		(2		)	3,889		27		3,862
Corporate debt securities	14,366		172		(132		)	14,406		322		14,084
Agency mortgage-backed securities	10,865		118		(13		)	10,970		0		10,970
Asset-backed securities	2,965		1		(3		)	2,963		0		2,963
	40,254		390		(160		)	40,484		3,184		37,300
Total	$	74,780	$	645	$	(161	)	$	75,264	$	15,111	$	60,153

⁽¹⁾  The majority of our time deposits are foreign deposits.

⁽²⁾  The balances as of December 31, 2015 and March 31, 2016 were related to cash collateral received in connection with our securities lending program, which was invested in reverse repurchase agreements maturing within three months. See section titled "Securities Lending Program" below for further discussion of this program.

⁽³⁾  Fixed-income bond funds consist of mutual funds that primarily invest in corporate and government bonds.

⁽⁴⁾  The fair value option was elected for mutual funds with gains (losses) recognized in other income (expense), net.

We determine realized gains or losses on the sale of marketable securities on a specific identification method. We recognized gross gains of $77 million and $68 million for the three months ended March 31, 2015 and 2016. We recognized gross losses of $45 million and $235 million for the three months ended March 31, 2015 and 2016. We reflect these gains and losses as a component of other income (expense), net, in the accompanying Consolidated Statements of Income.

The following table summarizes the estimated fair value of our investments in marketable debt securities, accounted for as available-for-sale securities and classified by the contractual maturity date of the securities (in millions, unaudited):

	As of March 31, 2016
Due in 1 year	$	9,102
Due in 1 year through 5 years	31,651
Due in 5 years through 10 years	7,590
Due after 10 years	11,061
Total	$	59,404

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Impairment Considerations for Marketable Investments

The following tables present gross unrealized losses and fair values for those marketable investments that were in an unrealized loss position as of December 31, 2015 and March 31, 2016, aggregated by investment category and the length of time that individual securities have been in a continuous loss position (in millions):

	As of December 31, 2015
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
U.S. government notes	$	13,757	$	(48	)	$	0	$	0		$	13,757	$	(48	)
U.S. government agencies	864		(3		)	0		0			864		(3		)
Foreign government bonds	885		(18		)	36		(5		)	921		(23		)
Municipal securities	1,116		(3		)	41		(1		)	1,157		(4		)
Corporate debt securities	9,192		(202		)	784		(76		)	9,976		(278		)
Agency mortgage-backed securities	5,783		(34		)	721		(23		)	6,504		(57		)
Asset-backed securities	2,508		(7		)	386		(1		)	2,894		(8		)
Total	$	34,105	$	(315	)	$	1,968	$	(106	)	$	36,073	$	(421	)

	As of March 31, 2016
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Loss			Fair Value		Unrealized Loss			Fair Value		Unrealized Loss
	(unaudited)
U.S. government notes	$	2,037	$	(1	)	$	0	$	0		$	2,037	$	(1	)
Foreign government bonds	544		(6		)	46		(4		)	590		(10		)
Municipal securities	606		(1		)	51		(1		)	657		(2		)
Corporate debt securities	3,583		(83		)	785		(49		)	4,368		(132		)
Agency mortgage-backed securities	1,012		(3		)	836		(10		)	1,848		(13		)
Asset-backed securities	1,281		(1		)	328		(2		)	1,609		(3		)
Total	$	9,063	$	(95	)	$	2,046	$	(66	)	$	11,109	$	(161	)

During the three months ended March 31, 2015, we did not recognize any other-than-temporary impairment loss. During the three months ended March 31, 2016, we recognized $87 million of other-than-temporary impairment losses related to our marketable equity securities. Those losses are included in gains (losses) on marketable securities, net, as a component of other income (expense), net, in the accompanying Consolidated Statements of Income. See Note 8 for further details on other income (expense), net.

Securities Lending Program

From time to time, we enter into securities lending agreements with financial institutions to enhance investment income. We loan certain securities which are collateralized in the form of cash or securities. Cash collateral is usually invested in reverse repurchase agreements which are collateralized in the form of securities.

We classify loaned securities as cash equivalents or marketable securities and record the cash collateral as an asset with a corresponding liability in the accompanying Consolidated Balance Sheets. We classify reverse repurchase agreements maturing within three months as cash equivalents and those longer than three months as receivable under reverse repurchase agreements in the accompanying Consolidated Balance Sheets. For security collateral received, we do not record an asset or liability except in the event of counterparty default.

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Our securities lending transactions were accounted for as secured borrowings with significant investment categories as follows (in millions):

	As of December 31, 2015
	Remaining Contractual Maturity of the Agreements
Securities Lending Transactions	Overnight and Continuous		Up to 30 days		30 - 90 Days		Greater Than 90 Days		Total
U.S. government notes	$	1,322	$	31	$	0	$	306	$	1,659
U.S. government agencies	504		77		0		0		581
Corporate debt securities	188		0		0		0		188
Total	$	2,014	$	108	$	0	$	306	$	2,428
Gross amount of recognized liabilities for securities lending in offsetting disclosure									$	2,428
Amounts related to agreements not included in securities lending in offsetting disclosure									$	0

	As of March 31, 2016
	Remaining Contractual Maturity of the Agreements
Securities Lending Transactions	Overnight and Continuous		Up to 30 days		30 - 90 Days		Greater Than 90 Days		Total
	(unaudited)
U.S. government notes	$	1,090	$	2	$	156	$	102	$	1,350
U.S. government agencies	241		395		0		0		636
Corporate debt securities	185		0		0		0		185
Total	$	1,516	$	397	$	156	$	102	$	2,171
Gross amount of recognized liabilities for securities lending in offsetting disclosure									$	2,171
Amounts related to agreements not included in securities lending in offsetting disclosure									$	0

Derivative Financial Instruments

We recognize derivative instruments as either assets or liabilities in the accompanying Consolidated Balance Sheets at fair value. We record changes in the fair value (i.e. gains or losses) of the derivatives in the accompanying Consolidated Statements of Income as other income (expense), net, revenues, or accumulated other comprehensive income (AOCI) in the accompanying Consolidated Balance Sheets, as discussed below.

We enter into foreign currency contracts with financial institutions to reduce the risk that our cash flows and earnings will be adversely affected by foreign currency exchange rate fluctuations. We use certain interest rate derivative contracts to hedge interest rate exposures on our fixed income securities and debt issuances. Our program is not used for trading or speculative purposes.

We enter into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. To further reduce credit risk, we enter into collateral security arrangements under which the counterparty is required to provide collateral when the net fair value of certain financial instruments fluctuates from contractually established thresholds. We can take possession of the collateral in the event of counterparty default. As of December 31, 2015 and March 31, 2016, we received cash collateral related to the derivative instruments under our collateral security arrangements of $192 million and $60 million.

Cash Flow Hedges

We use options to hedge certain forecasted revenue transactions denominated in currencies other than the U.S. dollar and at times we use interest rate swaps to effectively lock interest rates on anticipated debt issuances. These transactions are designated as cash flow hedges. The notional principal of these contracts was approximately $16.4 billion and $15.1 billion as of December 31, 2015 and March 31, 2016, respectively. These contracts have maturities of 36 months or less.

We reflect gains or losses on the effective portion of a cash flow hedge as a component of AOCI and subsequently reclassify cumulative gains and losses to revenues or interest expense when the hedged transactions are recorded. If the hedged transactions become probable of not occurring, the corresponding amounts in AOCI would be immediately reclassified to other income (expense), net. Further, we exclude the change in the time value of the options from our

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assessment of hedge effectiveness. We record the time value of an option on the date of purchase as an asset. Thereafter, we recognize changes to this time value in other income (expense), net.

As of March 31, 2016, the effective portion of our cash flow hedges before tax effect was $237 million, of which $181 million is expected to be reclassified from AOCI into earnings within the next 12 months.

Fair Value Hedges

We use forward contracts designated as fair value hedges to hedge foreign currency risks for our investments denominated in currencies other than the U.S. dollar. We exclude the difference between spot rates and forward rates for these forward contracts from the assessment of hedge effectiveness. The notional principal of these contracts was $1.8 billion and $1.8 billion as of December 31, 2015 and March 31, 2016, respectively.

We use interest rate swaps designated as fair value hedges to hedge interest rate risk for certain fixed rate securities. The notional principal of these contracts was $295 million and $295 million as of December 31, 2015 and March 31, 2016, respectively.

Gains and losses on these forward contracts and interest rate swaps are recognized in other income (expense), net, along with the offsetting losses and gains of the related hedged items. Cash flows from these forward contracts and interest rate swaps are reported within investment activities in the Consolidated Statements of Cash Flows, consistent with the impact of the hedged items.

Other Derivatives

Other derivatives not designated as hedging instruments consist of forward contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the local currency of a subsidiary. We recognize gains and losses on these contracts, as well as the related costs in other income (expense), net, along with the foreign currency gains and losses on monetary assets and liabilities. The notional principal of foreign exchange contracts outstanding was $7.5 billion and $6.3 billion as of December 31, 2015 and March 31, 2016, respectively.

We also use exchange-traded interest rate futures contracts and “To Be Announced” (TBA) forward purchase commitments of mortgage-backed assets to hedge interest rate risks on certain fixed income securities. The TBA contracts meet the definition of derivative instruments in cases where physical delivery of the assets is not taken at the earliest available delivery date. Our interest rate futures and TBA contracts (together interest rate contracts) are not designated as hedging instruments. We recognize gains and losses on these contracts, as well as the related costs, in other income (expense), net. The gains and losses are generally economically offset by unrealized gains and losses in the underlying available-for-sale securities, which are recorded as a component of AOCI until the securities are sold or other-than-temporarily impaired, at which time the amounts are moved from AOCI into other income (expense), net. The total notional amounts of interest rate contracts outstanding were $50 million as of December 31, 2015 and $200 million as of March 31, 2016.

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The fair values of our outstanding derivative instruments were as follows (in millions):

		As of December 31, 2015
	Balance Sheet Location	Fair Value of Derivatives Designated as Hedging Instruments		Fair Value of Derivatives Not Designated as Hedging Instruments		Total Fair Value
Derivative Assets:
Level 2:
Foreign exchange contracts	Prepaid revenue share, expenses and other assets, current and non-current	$	626	$	2	$	628
Total		$	626	$	2	$	628
Derivative Liabilities:
Level 2:
Foreign exchange contracts	Accrued expenses and other current liabilities	$	1	$	13	$	14
Interest rate contracts	Accrued expenses and other liabilities, current and non-current	2		0		2
Total		$	3	$	13	$	16

		As of March 31, 2016
	Balance Sheet Location	Fair Value of Derivatives Designated as Hedging Instruments		Fair Value of Derivatives Not Designated as Hedging Instruments		Total Fair Value
		(unaudited)
Derivative Assets:
Level 2:
Foreign exchange contracts	Prepaid revenue share, expenses and other assets, current and non-current	$	436	$	2	$	438
Total		$	436	$	2	$	438
Derivative Liabilities:
Level 2:
Foreign exchange contracts	Accrued expenses and other current liabilities	$	1	$	3	$	4
Interest rate contracts	Accrued expenses and other liabilities, current and non-current	6		0		6
Total		$	7	$	3	$	10

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The effect of derivative instruments in cash flow hedging relationships on income and other comprehensive income (OCI) is summarized below (in millions, unaudited):

	Gains (Losses) Recognized in OCI on Derivatives Before Tax Effect (Effective Portion)
	Three Months Ended
	March 31,
Derivatives in Cash Flow Hedging Relationship	2015		2016
Foreign exchange contracts	$	836	$	33

	Gains Reclassified from AOCI into Income (Effective Portion)
		Three Months Ended
		March 31,
Derivatives in Cash Flow Hedging Relationship	Income Statement Location	2015		2016
Foreign exchange contracts	Revenues	$	311	$	169
Interest rate contracts	Other income (expense), net	1		1
Total		$	312	$	170

	Gains (Losses) Recognized in Income on Derivatives (1) (Amount Excluded from  Effectiveness Testing and Ineffective Portion)
		Three Months Ended
		March 31,
Derivatives in Cash Flow Hedging Relationship	Income Statement Location	2015			2016
Foreign exchange contracts	Other income (expense), net	$	(101	)	$	(139	)

⁽¹⁾  Gains (losses) related to the ineffective portion of the hedges were not material in all periods presented.

The effect of derivative instruments in fair value hedging relationships on income is summarized below (in millions, unaudited):

	Gains (Losses) Recognized in Income on Derivatives(2)
		Three Months Ended
		March 31,
Derivatives in Fair Value Hedging Relationship	Income Statement Location	2015			2016
Foreign Exchange Hedges:
Foreign exchange contracts	Other income (expense), net	$	111		$	(28	)
Hedged item	Other income (expense), net	(113		)	28
Total		$	(2	)	$	0
Interest Rate Hedges:
Interest rate contracts	Other income (expense), net	$	(2	)	$	(5	)
Hedged item	Other income (expense), net	2			5
Total		$	0		$	0

⁽²⁾  Losses related to the amount excluded from effectiveness testing of the hedges were $2 million for the three months ended March 31, 2015 and $0 million for the three months ended March 31, 2016.

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The effect of derivative instruments not designated as hedging instruments on income is summarized below (in millions, unaudited):

	Gains (Losses) Recognized in Income on Derivatives
		Three Months Ended
		March 31,
Derivatives Not Designated As Hedging Instruments	Income Statement Location	2015			2016
Foreign exchange contracts	Other income (expense), net	$	157		$	(74	)
Interest rate contracts	Other income (expense), net	(7		)	(8		)
Total		$	150		$	(82	)

Offsetting of Derivatives, Securities Lending and Reverse Repurchase Agreements

We present our derivatives, securities lending and reverse repurchase agreements at gross fair values in the Consolidated Balance Sheets. However, our master netting and other similar arrangements allow net settlements under certain conditions. As of December 31, 2015 and March 31, 2016, these offsetting arrangements were as follows (in millions):

Offsetting of Assets
	As of December 31, 2015
								Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Legal Rights to Offset
Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets		Net Presented in the Consolidated Balance Sheets			Financial Instruments				Cash Collateral Received			Non-Cash Collateral Received			Net Assets Exposed
Derivatives	$	628	$	0	$	628		$	(13	)	(1)	$	(189	)	$	(214	)	$	212
Reverse repurchase agreements	1,590		0		1,590		(2)	0				0			(1,590		)	0
Total	$	2,218	$	0	$	2,218		$	(13	)		$	(189	)	$	(1,804	)	$	212
	As of March 31, 2016
								Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Legal Rights to Offset
Description	Gross Amounts of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets		Net Presented in the Consolidated Balance Sheets			Financial Instruments				Cash Collateral Received			Non-Cash Collateral Received			Net Assets Exposed
	(unaudited)
Derivatives	$	438	$	0	$	438		$	(2	)	(1)	$	(57	)	$	(114	)	$	265
Reverse repurchase agreements	2,164		0		2,164		(2)	0				0			(2,164		)	0
Total	$	2,602	$	0	$	2,602		$	(2	)		$	(57	)	$	(2,278	)	$	265

⁽¹⁾  The balances as of December 31, 2015 and March 31, 2016 were related to derivative liabilities which are allowed to be net settled against derivative assets in accordance with our master netting agreements.

⁽²⁾  The balances as of December 31, 2015 and March 31, 2016 included $1,140 million and $1,814 million, respectively, recorded in cash and cash equivalents, and $450 million and $350 million, respectively, recorded in receivable under reverse repurchase agreements.

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Offsetting of Liabilities
	As of December 31, 2015
							Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Legal Rights to Offset
Description	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets		Net Presented in the Consolidated Balance Sheets		Financial Instruments				Cash Collateral Pledged			Non-Cash Collateral Pledged			Net Liabilities
Derivatives	$	16	$	0	$	16	$	(13	)	(3)	$	(3	)	$	0		$	0
Securities lending agreements	2,428		0		2,428		0				0			(2,401		)	27
Total	$	2,444	$	0	$	2,444	$	(13	)		$	(3	)	$	(2,401	)	$	27
	As of March 31, 2016
							Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Legal Rights to Offset
Description	Gross Amounts of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets		Net Presented in the Consolidated Balance Sheets		Financial Instruments				Cash Collateral Pledged			Non-Cash Collateral Pledged			Net Liabilities
	(unaudited)
Derivatives	$	10	$	0	$	10	$	(2	)	(3)	$	(3	)	$	0		$	5
Securities lending agreements	2,171		0		2,171		0				0			(2,145		)	26
Total	$	2,181	$	0	$	2,181	$	(2	)		$	(3	)	$	(2,145	)	$	31

⁽³⁾  The balances as of December 31, 2015 and March 31, 2016 were related to derivative assets which are allowed to be net settled against derivative liabilities in accordance with our master netting agreements.

Note 3. Non-Marketable Investments

Our non-marketable investments include non-marketable equity investments and non-marketable debt securities.

Non-Marketable Equity Investments

Our non-marketable equity investments are investments we have made in privately-held companies accounted for under the equity or cost method and are not required to be consolidated under the variable interest or voting models. As of December 31, 2015 and March 31, 2016, investments accounted for under the equity method had a carrying value of approximately $1.6 billion and $1.7 billion, respectively. Our share of gains and losses in equity method investments was a net loss of approximately $30 million and $105 million for the three months ended March 31, 2015 and 2016, respectively. We reflect these losses as a component of other income (expense), net, in the accompanying Consolidated Statements of Income. As of December 31, 2015 and March 31, 2016, investments accounted for under the cost method had a carrying value of $2.6 billion and $2.7 billion, respectively, and a fair value of approximately $7.5 billion and $7.8 billion, respectively. The fair value of the cost method investments are primarily determined from data leveraging private-market transactions and are classified within Level 3 in the fair value hierarchy. We periodically review our non-marketable equity investments for impairment. No material impairments were recognized for the three months ended March 31, 2015 and 2016.

Certain renewable energy investments included in our non-marketable equity investments are variable interest entities (VIEs). Our involvement with investments in renewable energy relate to our equity investments in entities whose activities involve power generation. We have determined that the governance structures of these entities do not allow us to direct the activities that would significantly impact the entity's economic performance such as setting operating budgets. Therefore, we do not consolidate these entities in our financial statements because we do not have the power to direct the activities of the VIE that most significantly impact the VIEs economic performance. We account for these investments under the equity method. The carrying value of our renewable energy investments accounted for under the equity method that are VIEs is $1.3 billion with the maximum exposure of $1.3 billion as of December 31, 2015 and $1.4 billion with the maximum exposure of $1.4 billion as of March 31, 2016, respectively.  The carrying value and maximum exposure amounts as of December 31, 2015 have been revised to reflect the impact of the adoption of ASU 2015-02. The maximum exposure is based on current investments to date plus future funding commitments.  We have determined the single source of our exposure to these VIEs is our capital investment in these entities. We periodically reassess whether we are the primary beneficiary of a VIE. The reassessment process considers whether

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we have acquired the power to direct the most significant activities of the VIE through changes in governing documents or other circumstances. We also reconsider whether entities previously determined not to be VIEs have become VIEs, based on changes in facts and circumstances including changes in contractual arrangements and capital structure.

Non-Marketable Debt Securities

Our non-marketable debt securities are primarily preferred stock that are redeemable at our option and convertible notes issued by private companies. The cost of these securities was $1.0 billion and $1.0 billion as of December 31, 2015 and March 31, 2016, respectively. These debt securities do not have readily determinable market values and are categorized accordingly as Level 3 in the fair value hierarchy. To estimate the fair value of these securities, we use a combination of valuation methodologies, including market and income approaches based on prior transaction prices; estimated timing, probability, and amount of cash flows; and illiquidity considerations. Financial information of private companies may not be available and consequently we will estimate the value based on the best available information at the measurement date. No material impairments were recognized for the three months ended March 31, 2015 and 2016.

The following table presents a reconciliation for our non-marketable debt securities measured and recorded at fair value on a recurring basis, using significant unobservable inputs (Level 3) (in millions, unaudited):

	Three Months Ended
	March 31,
	2015		2016
Beginning balance	$	90	$	1,024
Total net gains or losses
Included in other comprehensive income	0		90
Purchases	908		24
Sales	0		(6		)
Ending balance	$	998	$	1,132

Note 4. Debt

Short-Term Debt

Google had a short-term debt financing program of up to $3.0 billion through the issuance of commercial paper and a $3.0 billion revolving credit facility as of December 31, 2015. In February 2016, we replaced Google's existing debt financing program with a new debt financing program that allows us to issue up to $5.0 billion of commercial paper from time to time and to draw on a $4.0 billion revolving credit facility, which expires in February 2021. Net proceeds from these programs are used for general corporate purposes. As of December 31, 2015 and March 31, 2016, we had $2.0 billion of outstanding commercial paper recorded as short-term debt with weighted-average interest rates of 0.2% and 0.5%, respectively. The interest rate for the credit facility is determined based on a formula using certain market rates. No amounts were outstanding under the credit facility as of December 31, 2015 and March 31, 2016. The estimated fair value of the short-term debt approximated its carrying value as of December 31, 2015 and March 31, 2016.

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Long-Term Debt

Google issued $3.0 billion of unsecured senior notes in three tranches (collectively, the "2011 Notes") in May 2011, due in 2014, 2016, and 2021, as well as $1.0 billion of unsecured senior notes (the "2014 Notes") in February 2014 due 2024. The net proceeds from the issuance of the 2011 Notes were used to repay a portion of the outstanding commercial paper and for general corporate purposes. The net proceeds from the issuance of the 2014 Notes were used for the repayment of the portion of the principal amount of our 2011 Notes which matured on May 19, 2014 and for general corporate purposes. The total outstanding 2011 Notes and 2014 Notes are summarized below (in millions):

	As of December 31, 2015			As of March 31, 2016
				(unaudited)
Short-Term Portion of Long-Term Debt
2.125% Notes due on May 19, 2016	$	1,000		$	1,000
Capital Lease Obligation	225			223
Total Short-Term Portion of Long-Term Debt	$	1,225		$	1,223
Long-Term Debt
3.625% Notes due on May 19, 2021	$	1,000		$	1,000
3.375% Notes due on February 25, 2024	1,000			1,000
Unamortized discount for the Notes above	(5		)	(13		)
Total Long-Term Debt	$	1,995		$	1,987

The effective interest yields of the Notes due in 2016, 2021, and 2024 were 2.241%, 3.734%, and 3.377%, respectively. Interest on the 2011 and 2014 Notes is payable semi-annually. The 2011 and 2014 Notes rank equally with each other and with all of our other senior unsecured and unsubordinated indebtedness outstanding from time to time. We may redeem the 2011 and 2014 Notes at any time in whole or in part at specified redemption prices. We are not subject to any financial covenants under the 2011 Notes or the 2014 Notes. The total estimated fair value of the outstanding 2011 and 2014 Notes was approximately $3.1 billion as of December 31, 2015 and $3.2 billion as of March 31, 2016. The fair value of the outstanding 2011 and 2014 Notes was determined based on observable market prices of identical instruments in less active markets and is categorized accordingly as Level 2 in the fair value hierarchy.

In August 2013, we entered into a capital lease obligation on certain property which expires in 2028. We intend to exercise the option to purchase the property in 2016. The effective rate of the capital lease obligation approximates the market rate. The estimated fair value of the capital lease obligation approximated its carrying value as of December 31, 2015 and March 31, 2016.

In April 2016, we completed an exchange offer with eligible holders of Google’s 3.625% Notes due 2021 and 3.375% Notes due 2024. An aggregate principal amount of approximately $1.7 billion of the Google Notes was exchanged for approximately $1.7 billion of Alphabet Notes. Because the exchange was between a parent and the subsidiary company and for substantially identical notes, the change will be treated as a debt modification for accounting purposes with no gains or losses recognized.

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Note 5. Balance Sheet Components

Property and Equipment

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

	As of December 31, 2015			As of March 31, 2016
				(unaudited)
Land and buildings	$	16,518		$	18,028
Information technology assets	13,645			13,858
Construction in progress	7,324			7,198
Leasehold improvements	2,576			2,827
Furniture and fixtures	83			84
Property and equipment, gross	40,146			41,995
Less: accumulated depreciation and amortization	(11,130		)	(11,833		)
Property and equipment, net	$	29,016		$	30,162

Assets under capital lease with a cost basis of $484 million were included in property and equipment as of March 31, 2016.

Accumulated Other Comprehensive Income (Loss)

The components of AOCI, net of tax, were as follows (in millions, unaudited):

	Foreign Currency Translation Adjustments			Unrealized Gains (Losses) on Available-for-Sale Investments			Unrealized Gains on Cash Flow Hedges			Total
Balance as of December 31, 2014	$	(980	)	$	421		$	586		$	27
Other comprehensive income (loss) before reclassifications	(923		)	221			562			(140		)
Amounts reclassified from AOCI	0			(27		)	(231		)	(258		)
Other comprehensive income (loss)	(923		)	194			331			(398		)
Balance as of March 31, 2015	$	(1,903	)	$	615		$	917		$	(371	)

	Foreign Currency Translation Adjustments			Unrealized Gains (Losses) on Available-for-Sale Investments			Unrealized Gains on Cash Flow Hedges			Total
Balance as of December 31, 2015	$	(2,047	)	$	(86	)	$	259		$	(1,874	)
Other comprehensive income (loss) before reclassifications	156			356			16			528
Amounts reclassified from AOCI	0			169			(117		)	52
Other comprehensive income (loss)	156			525			(101		)	580
Balance as of March 31, 2016	$	(1,891	)	$	439		$	158		$	(1,294	)

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The effects on net income of amounts reclassified from AOCI were as follows (in millions, unaudited):

		Gains (Losses) Reclassified from AOCI to the Consolidated Statement of Income
		Three Months Ended
		March 31,
AOCI Components	Location	2015			2016
Unrealized gains (losses) on available-for-sale investments
	Other income (expense), net	$	32		$	(169	)
	Provision for income taxes	(5		)	0
	Net of tax	$	27		$	(169	)
Unrealized gains on cash flow hedges
Foreign exchange contracts	Revenue	$	311		$	169
Interest rate contracts	Other income (expense), net	1			1
	Provision for income taxes	(81		)	(53		)
	Net of tax	$	231		$	117
Total amount reclassified, net of tax		$	258		$	(52	)

Note 6. Calico

On September 18, 2013, we announced the formation of Calico, a life science company with a mission to harness advanced technologies to increase our understanding of the biology that controls lifespan. As of March 31, 2016, we have contributed $240 million to Calico in exchange for Calico convertible preferred units and have also committed to fund an additional $490 million on an as-needed basis.

As a result of the adoption of ASU 2014-10 in the first quarter of 2016, we determined that Calico is a VIE. Calico's results of operations and statement of financial position continue to be included in our consolidated financial statements as we have the power to direct the activities that most significantly impact its economic performance.

In September 2014, AbbVie Inc. (AbbVie) and Calico announced a research and development collaboration intended to help both companies discover, develop, and bring to market new therapies for patients with age-related diseases, including neurodegeneration and cancer. As of March 31, 2016, AbbVie has contributed $750 million to fund the collaboration pursuant to the agreement, which reflects its total commitment. As of March 31, 2016, Calico has contributed $250 million and committed up to an additional $500 million.

Calico has used its scientific expertise to establish a world-class research and development facility, with a focus on drug discovery and early drug development; and AbbVie provides scientific and clinical development support and its commercial expertise to bring new discoveries to market. Both companies share costs and profits equally. AbbVie's contribution has been recorded as a liability on Calico's financial statements, which is reduced and reflected as a reduction to research and development expense as eligible research and development costs are incurred by Calico over the next few years.

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Note 7. Goodwill and Other Intangible Assets

Goodwill

The changes in the carrying amount of goodwill for the three months ended March 31, 2016 were as follows (in millions, unaudited):

	Google			Other Bets			Total Consolidated
Balance as of December 31, 2015	$	15,456		$	413		$	15,869
Acquisitions	7			0			7
Dispositions	0			0			0
Foreign currency translation and other adjustments	(8		)	(2		)	(10		)
Balance as of March 31, 2016	$	15,455		$	411		$	15,866

Other Intangible Assets

Information regarding our purchased intangible assets was as follows (in millions):

	As of December 31, 2015
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
Patents and developed technology	$	6,592	$	3,213	$	3,379
Customer relationships	1,343		1,201		142
Trade names and other	795		469		326
Total	$	8,730	$	4,883	$	3,847
	As of March 31, 2016
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Value
	(unaudited)
Patents and developed technology	$	6,599	$	3,390	$	3,209
Customer relationships	1,346		1,215		131
Trade names and other	799		482		317
Total	$	8,744	$	5,087	$	3,657

Amortization expense relating to our purchased intangible assets was $239 million and $216 million for the three months ended March 31, 2015 and 2016, respectively.

As of March 31, 2016, expected amortization expense relating to purchased intangible assets for each of the next five years and thereafter was as follows (in millions, unaudited):

Remainder of 2016	$	609
2017	736
2018	648
2019	537
2020	442
Thereafter	685
	$	3,657

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Note 8. Other Income (Expense), Net

The components of other income (expense), net, were as follows (in millions, unaudited):

	Three Months Ended
	March 31,
	2015			2016
Interest income	$	226		$	270
Interest expense	(26		)	(30		)
Foreign currency exchange losses, net	(62		)	(186		)
Gain (loss) on marketable securities, net	32			(167		)
Loss on non-marketable investments, net	(48		)	(113		)
Other	35			13
Other income (expense), net	$	157		$	(213	)

Note 9. Contingencies

Legal Matters

Antitrust Investigations

On November 30, 2010, the European Commission's (EC) Directorate General for Competition opened an investigation into various antitrust-related complaints against us. On April 15, 2015, the EC issued a Statement of Objections (SO) regarding the display and ranking of shopping search results. The EC also opened a formal investigation into Android. We responded to the SO on August 27, 2015 and will continue to cooperate with the EC. On April 20, 2016, the EC issued an SO regarding certain Android distribution practices. We will respond to the SO later this year and will continue to cooperate with the EC.

The Comision Nacional de Defensa de la Competencia in Argentina, the Competition Commission of India (CCI), Brazil's Council for Economic Defense (CADE), and the Federal Antimonopoly Service (FAS) of the Russian Federation have also opened investigations into certain of our business practices. In August 2015, we received the CCI Director General's report with interim findings of competition law infringements regarding search and ads. In September 2015, FAS found that there has been a competition law infringement in Android mobile distribution. We will respond to the CCI's report and are appealing the FAS decision. In April 2016, the Canadian Competition Bureau informed us that it was closing its antitrust investigations of our business practices.

The state attorney general from Mississippi issued subpoenas in 2011 and 2012 in an antitrust investigation of our business practices. We have responded to those subpoenas, and we remain willing to cooperate with them if they have any further information requests.

Patent and Intellectual Property Claims

We have had patent, copyright, and trademark infringement lawsuits filed against us claiming that certain of our products, services, and technologies infringe the intellectual property rights of others. Adverse results in these lawsuits may include awards of substantial monetary damages, costly royalty or licensing agreements, or orders preventing us from offering certain features, functionalities, products, or services, and may also cause us to change our business practices, and require development of non-infringing products or technologies, which could result in a loss of revenues for us and otherwise harm our business. In addition, the U.S. International Trade Commission (ITC) has increasingly become an important forum to litigate intellectual property disputes because an ultimate loss for a company or its suppliers in an ITC action could result in a prohibition on importing infringing products into the U.S. Because the U.S. is an important market, a prohibition on importation could have an adverse effect on us, including preventing us from importing many important products into the U.S. or necessitating workarounds that may limit certain features of our products.

Furthermore, many of our agreements with our customers and partners require us to indemnify them for certain intellectual property infringement claims against them, which would increase our costs as a result of defending such claims, and may require that we pay significant damages if there were an adverse ruling in any such claims. Our customers and partners may discontinue the use of our products, services, and technologies, as a result of injunctions or otherwise, which could result in loss of revenues and adversely impact our business.

Oracle America, Inc. (Oracle) has a pending copyright lawsuit against Google in the Northern District of California, alleging that Google's Android infringes Oracle's copyrights related to certain Java application programming interfaces. A trial is scheduled to begin on May 9, 2016 regarding Google's defenses to copyright infringement and Oracle's claims

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for damages and injunctive relief. We believe this lawsuit is without merit and are defending ourselves vigorously. Given the nature of this case, we are unable to estimate the reasonably possible loss or range of loss, if any, arising from this matter.

Other

We are also regularly subject to claims, suits, government investigations, and other proceedings involving competition (such as the pending EC investigations described above), intellectual property, privacy, tax, labor and employment, commercial disputes, content generated by our users, goods and services offered by advertisers or publishers using our platforms, personal injury, consumer protection, and other matters. Such claims, suits, government investigations, and other proceedings could result in fines, civil or criminal penalties, or other adverse consequences.

Certain of our outstanding legal matters include speculative claims for substantial or indeterminate amounts of damages. We record a liability when we believe that it is probable that a loss has been incurred and the amount can be reasonably estimated. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the possible loss. We evaluate, on a monthly basis, developments in our legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and make adjustments as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters.

With respect to our outstanding legal matters, based on our current knowledge, we believe that the amount or 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 such legal matters is inherently unpredictable and subject to significant uncertainties.

We expense legal fees in the period in which they are incurred.

Taxes

We are under audit by the Internal Revenue Service (IRS) and various other domestic and foreign tax authorities with regards to income tax and indirect tax matters. We have reserved for potential adjustments to our provision for income taxes and accrual of indirect taxes that may result from examinations by, or any negotiated agreements with, these tax authorities, and we believe that the final outcome of these examinations or agreements will not have a material effect on our results of operations. If events occur which indicate payment of these amounts is unnecessary, the reversal of the liabilities would result in the recognition of benefits in the period we determine the liabilities are no longer necessary. If our estimates of the federal, state, and foreign income tax liabilities and indirect tax liabilities are less than the ultimate assessment, it would result in a further charge to expense.

Please see Note 12 for additional information regarding contingencies related to our income taxes.

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Note 10. Net Income Per Share

The following table sets forth the computation of basic and diluted net income per share of Class A and Class B common stock and Class C capital stock (in millions, except share amounts which are reflected in thousands and per share amounts, unaudited):

	Three Months Ended March 31,
	2015						2016
	Class A		Class B		Class C		Class A		Class B		Class C
Basic net income per share:
Numerator
Allocation of undistributed earnings	$	1,482	$	273	$	1,760	$	1,795	$	305	$	2,107
Denominator