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8-K - 8-K - GOOGLE INC.goog201212318-k.htm
EX-99.2 - FINANCIAL TABLES FOR THE QUARTER ENDED DECEMBER 31, 2012 - GOOGLE INC.goog20121231exhibit992.htm


Exhibit 99.1
Google Inc. Announces Fourth Quarter and Fiscal Year 2012 Results

Google Inc. reported consolidated revenues of $14.42 billion for the quarter ended December 31, 2012. Consolidated revenues would have been $15.24 billion had Motorola Home been included.
MOUNTAIN VIEW, Calif. – January 22, 2013 - Google Inc. (NASDAQ: GOOG) today announced financial results for the quarter and the fiscal year ended December 31, 2012.

"We ended 2012 with a strong quarter," said Larry Page, CEO of Google.  "Revenues were up 36% year-on-year, and 8% quarter-on-quarter.  And we hit $50 billion in revenues for the first time last year – not a bad achievement in just a decade and a half. In today's multi-screen world we face tremendous opportunities as a technology company focused on user benefit.  It's an incredibly exciting time to be at Google."
Q4 Financial Summary
In December 2012, we entered into an agreement with Arris Group, Inc. and certain other persons to dispose the Motorola Home business for a total consideration of approximately $2.35 billion in cash and stock, subject to certain adjustments. The transaction is expected to close in 2013. As a result, financial results related to the Home business are presented as net loss from discontinued operations on the consolidated statements of income, and are excluded from all other results unless otherwise noted. Assets and liabilities of the Home business are not presented separately because they are not material.
Google Inc. reported consolidated revenues of $14.42 billion for the quarter ended December 31, 2012, an increase of 36% compared to the fourth quarter of 2011. Google Inc. reports advertising revenues, consistent with GAAP, on a gross basis without deducting traffic acquisition costs (TAC). In the fourth quarter of 2012, TAC totaled $3.08 billion, or 25% of advertising revenues.
Operating income, operating margin, net income, and earnings per share (EPS) are reported on a GAAP and non-GAAP basis. The non-GAAP measures, as well as free cash flow, an alternative non-GAAP measure of liquidity, are described below and are reconciled to the corresponding GAAP measures at the end of this release.
GAAP operating income in the fourth quarter of 2012 was $3.39 billion, or 24% of revenues. This compares to GAAP operating income of $3.51 billion, or 33% of revenues, in the fourth quarter of 2011. Non-GAAP operating income in the fourth quarter of 2012 was $4.27 billion, or 30% of revenues. This compares to non-GAAP operating income of $4.04 billion, or 38% of revenues, in the fourth quarter of 2011. Had we included Home, non-GAAP operating income in the fourth quarter of 2012 would have been $4.31 billion.
GAAP net income including net loss from discontinued operations in the fourth quarter of 2012 was $2.89 billion, compared to $2.71 billion in the fourth quarter of 2011. Non-GAAP net income in the fourth quarter of 2012 was $3.57 billion, compared to $3.13 billion in the fourth quarter of 2011.
GAAP EPS including impact from net loss from discontinued operations in the fourth quarter of 2012 was $8.62 on 335 million diluted shares outstanding, compared to $8.22 in the fourth quarter of 2011 on 329 million diluted shares outstanding. Non-GAAP EPS in the fourth quarter of 2012 was $10.65, compared to $9.50 in the fourth quarter of 2011.
Non-GAAP operating income and non-GAAP operating margin exclude stock-based compensation (SBC) expense, as well as restructuring and related charges recorded in our Motorola Mobile business.  Non-GAAP net income and non-GAAP EPS exclude the expenses noted above, net of the related tax benefits, as well as net loss from discontinued operations. In the fourth quarter of 2012, the expense related to SBC and the related tax benefits were $700 million and $152 million compared to $536 million and $114 million in the fourth quarter of 2011.  In the fourth quarter of 2012, restructuring and related charges recorded in our Motorola Mobile business were $178 million, and the related tax benefits were $65 million. In addition, net loss from discontinued operations, in the fourth quarter of 2012, was $21 million. In the fourth quarter of 2012, non-GAAP operating income with Home included the impact from Home of $35 million and excludes the above SBC expense and restructuring and related charges.







Q4 Financial Highlights
Revenues and other information - On a consolidated basis, Google Inc. revenues for the quarter ended December 31, 2012 was $14.42 billion, an increase of 36% compared to the fourth quarter of 2011.
Google Revenues (advertising and other) - Google revenues were $12.91 billion, or 89% of consolidated revenues, in the fourth quarter of 2012, representing a 22% increase over fourth quarter 2011 revenues of $10.58 billion.
Google Sites Revenues - Google-owned sites generated revenues of $8.64 billion, or 67% of total Google revenues, in the fourth quarter of 2012. This represents a 18% increase over fourth quarter 2011 Google sites revenues of $7.29 billion.

Google Network Revenues - Google's partner sites generated revenues of $3.44 billion, or 27% of total Google revenues, in the fourth quarter of 2012. This represents a 19% increase from fourth quarter 2011 Google network revenues of $2.88 billion.

Other Revenues - Other revenues from Google were $829 million, or 6% of total Google revenues, in the fourth quarter of 2012. This represents a 102% increase over fourth quarter 2011 other revenues of $410 million.
Google International Revenues - Google revenues from outside of the United States totaled $6.9 billion, representing 54% of total Google revenues in the fourth quarter of 2012, compared to 53% in the third quarter of 2012 and 53% in the fourth quarter of 2011.
Foreign Exchange Impact on Google Revenues - Excluding gains related to our foreign exchange risk management program, had foreign exchange rates remained constant from the third quarter of 2012 through the fourth quarter of 2012, our Google revenues in the fourth quarter of 2012 would have been $130 million lower. Excluding gains related to our foreign exchange risk management program, had foreign exchange rates remained constant from the fourth quarter of 2011 through the fourth quarter of 2012, our Google revenues in the fourth quarter of 2012 would have been $193 million higher.
Google revenues from the United Kingdom totaled $1.30 billion, representing 10% of Google revenues in the fourth quarter of 2012, compared to 10% in the fourth quarter of 2011.
In the fourth quarter of 2012, we recognized a benefit of $37 million to Google revenues through our foreign exchange risk management program, compared to $25 million in the fourth quarter of 2011.
Reconciliations of our non-GAAP international revenues excluding the impact of foreign exchange and hedging to GAAP international revenues are included at the end of this release.
Paid Clicks - Aggregate paid clicks, which include clicks related to ads served on Google sites and the sites of our Network members, increased approximately 24% over the fourth quarter of 2011 and increased approximately 9% over the third quarter of 2012.
Cost-Per-Click - Average cost-per-click, which includes clicks related to ads served on Google sites and the sites of our Network members, decreased approximately 6% over the fourth quarter of 2011 and increased approximately 2% over the third quarter of 2012.
TAC - Traffic acquisition costs, the portion of revenues shared with Google's partners, increased to $3.08 billion in the fourth quarter of 2012, compared to $2.45 billion in the fourth quarter of 2011. TAC as a percentage of advertising revenues was 25% in the fourth quarter of 2012, compared to 24% in the fourth quarter of 2011.
The majority of TAC is related to amounts ultimately paid to our Network members, which totaled $2.44 billion in the fourth quarter of 2012. TAC also includes amounts ultimately paid to certain distribution partners and others who direct traffic to our website, which totaled $634 million in the fourth quarter of 2012.
Motorola Mobile Revenues (hardware and other) - Motorola Mobile revenues were $1.51 billion, or 11% of consolidated revenues in the fourth quarter of 2012.





Other Cost of Revenues - Other cost of revenues, which is comprised primarily of data center operational expenses, amortization of intangible assets, content acquisition costs, credit card processing charges, and manufacturing and inventory-related costs, increased to $3.14 billion, or 22% of revenues, in the fourth quarter of 2012, compared to $1.25 billion, or 12% of revenues, in the fourth quarter of 2011.
Operating Expenses - Operating expenses, other than cost of revenues, were $4.81 billion in the fourth quarter of 2012, or 33% of revenues, compared to $3.38 billion in the fourth quarter of 2011, or 32% of revenues.
Amortization Expenses - Amortization expenses of acquisition-related intangible assets were $289 million for the fourth quarter of 2012.  Of the $289 million, $153 million was as a result of the acquisition of Motorola, of which $116 million was allocated to Google and $37 million was allocated to Motorola Mobile. 
Stock-Based Compensation (SBC) - In the fourth quarter of 2012, the total charge related to SBC was $708 million, compared to $536 million in the fourth quarter of 2011.
We currently estimate SBC charges for grants to employees prior to January 1, 2013 to be approximately $2.5 billion for 2013. This estimate does not include expenses to be recognized related to employee stock awards that are granted after December 31, 2012 or non-employee stock awards that have been or may be granted.
Operating Income - On a consolidated basis, GAAP operating income in the fourth quarter of 2012 was $3.39 billion, or 24% of revenues. This compares to GAAP operating income of $3.51 billion, or 33% of revenues, in the fourth quarter of 2011. Non-GAAP operating income in the fourth quarter of 2012 was $4.27 billion, or 30% of revenues. This compares to non-GAAP operating income of $4.04 billion, or 38% of revenues, in the fourth quarter of 2011.
Google Operating Income - GAAP operating income for Google was $3.75 billion, or 29% of Google revenues, in the fourth quarter of 2012. This compares to GAAP operating income of $3.51 billion, or 33% of Google revenues, in the fourth quarter of 2011. Non-GAAP operating income in the fourth quarter of 2012 was $4.42 billion, or 34% of Google revenues. This compares to non-GAAP operating income of $4.04 billion in the fourth quarter of 2011, or 38% of Google revenues.

Motorola Mobile Operating Loss - GAAP operating loss for Motorola Mobile was $353 million, or -23% of Motorola Mobile revenues in the fourth quarter of 2012. Non-GAAP operating loss for Motorola Mobile in the fourth quarter of 2012 was $152 million, or -10% of Motorola Mobile revenues.
Interest and Other Income, Net - Interest and other income, net, was $152 million in the fourth quarter of 2012, compared to an expense of $18 million in the fourth quarter of 2011.
Income Taxes - Our effective tax rate was 18% for the fourth quarter of 2012.
Net Income - GAAP net income in the fourth quarter of 2012 was $2.89 billion, compared to $2.71 billion in the fourth quarter of 2011. Non-GAAP net income was $3.57 billion in the fourth quarter of 2012, compared to $3.13 billion in the fourth quarter of 2011. GAAP EPS in the fourth quarter of 2012 was $8.62 on 335 million diluted shares outstanding, compared to $8.22 in the fourth quarter of 2011 on 329 million diluted shares outstanding. Non-GAAP EPS in the fourth quarter of 2012 was $10.65, compared to $9.50 in the fourth quarter of 2011.
Cash Flow and Capital Expenditures (including Home) - Net cash provided by operating activities in the fourth quarter of 2012 totaled $4.67 billion, compared to $3.92 billion in the fourth quarter of 2011. In the fourth quarter of 2012, capital expenditures were $1.02 billion, the majority of which was for production equipment, data center construction and facilities-related purchases. Free cash flow, an alternative non-GAAP measure of liquidity, is defined as net cash provided by operating activities less capital expenditures. In the fourth quarter of 2012, free cash flow was $3.65 billion.
We expect to continue to make significant capital expenditures.
A reconciliation of free cash flow to net cash provided by operating activities, the GAAP measure of liquidity, is included at the end of this release.
Cash - As of December 31, 2012, cash, cash equivalents, and marketable securities were $48.1 billion.





Headcount - On a worldwide basis, we employed 53,861 full-time employees (37,544 in Google and 11,113 in Motorola Mobile and 5,204 in Motorola Home) as of December 31, 2012, compared to 53,546 full-time employees as of September 30, 2012.

WEBCAST AND CONFERENCE CALL INFORMATION
A live audio webcast of Google’s fourth quarter and fiscal year 2012 earnings release call will be available at http://investor.google.com/webcast.html. The call begins today at 1:30 PM (PT) / 4:30 PM (ET). This press release, the financial tables, as well as other supplemental information including the reconciliations of certain non-GAAP measures to their nearest comparable GAAP measures, are also available on that site.

FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that involve risks and uncertainties. These statements include statements regarding our continued investments in our core areas of strategic focus, our expected SBC charges, and our plans to make significant capital expenditures. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, unforeseen changes in our hiring patterns and our need to expend capital to accommodate the growth of the business, as well as those risks and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2011 and our most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, which are on file with the SEC and are available on our investor relations website at investor.google.com and on the SEC website at www.sec.gov. Additional information will also be set forth in our Annual Report on Form 10-K for the year ended December 31, 2012.  All information provided in this release and in the attachments is as of January 22, 2013, and we undertake no duty to update this information unless required by law.

ABOUT NON-GAAP FINANCIAL MEASURES
To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use the following non-GAAP financial measures: non-GAAP operating income, non-GAAP operating margin, non-GAAP net income, non-GAAP EPS, free cash flow, and non-GAAP international revenues. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. For more information on these non-GAAP financial measures, please see the tables captioned "Reconciliations of non-GAAP results of operations to the nearest comparable GAAP measures," "Reconciliation from net cash provided by operating activities to free cash flow," and “Reconciliation from GAAP international revenues to non-GAAP international revenues” included at the end of this release.
We use these non-GAAP financial measures for financial and operational decision-making and as a means to evaluate period-to-period comparisons. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses and expenditures that may not be indicative of our recurring core business operating results, meaning our operating performance excluding not only non-cash charges, such as SBC, but also discrete cash charges that are infrequent in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when planning, forecasting, and analyzing future periods. These non-GAAP financial measures also facilitate management's internal comparisons to our historical performance and liquidity as well as comparisons to our competitors' operating results. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze the health of our business.
Non-GAAP operating income and operating margin. We define non-GAAP operating income as operating income plus expenses related to SBC, and, as applicable, other special items. Non-GAAP operating margin is defined as non-GAAP operating income divided by revenues. Google considers these non-GAAP financial measures to be useful metrics for management and investors because they exclude the effect of SBC, and as applicable, other special items so that Google's management and investors can compare Google's recurring core business operating results over multiple periods. Because of varying available valuation methodologies, subjective assumptions and the variety of award types that companies can use under





FASB ASC Topic 718, Google's management believes that providing a non-GAAP financial measure that excludes SBC allows investors to make meaningful comparisons between Google's recurring core business operating results and those of other companies, as well as providing Google's management with an important tool for financial and operational decision making and for evaluating Google's own recurring core business operating results over different periods of time. There are a number of limitations related to the use of non-GAAP operating income versus operating income calculated in accordance with GAAP. First, non-GAAP operating income excludes some costs, namely, SBC, that are recurring. SBC has been and will continue to be for the foreseeable future a significant recurring expense in Google's business. Second, SBC is an important part of our employees' compensation and impacts their performance. Third, the components of the costs that we exclude in our calculation of non-GAAP operating income may differ from the components that our peer companies exclude when they report their results of operations. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP operating income and evaluating non-GAAP operating income together with operating income calculated in accordance with GAAP.
Non-GAAP operating income with Home.We define non-GAAP operating income with Home as operating income plus SBC expense, restructuring and related charges, and the impact from Home.  We consider this non-GAAP financial measure to be a useful metric for management and investors for the same reasons that Google uses non-GAAP operating income.
Non-GAAP net income and EPS. We define non-GAAP net income as net income plus expenses related to SBC and, as applicable, other special items less the related tax effects, as well as net loss from discontinued operations. The tax effects of SBC and, as applicable, other special items are calculated using the tax-deductible portion of SBC, and, as applicable, other special items, and applying the entity-specific, U.S. federal and blended state tax rates.  We define non-GAAP EPS as non-GAAP net income divided by the weighted average outstanding shares, on a fully-diluted basis. We consider these non-GAAP financial measures to be a useful metric for management and investors for the same reasons that Google uses non-GAAP operating income and non-GAAP operating margin. However, in order to provide a complete picture of our recurring core business operating results, we exclude from non-GAAP net income and non-GAAP EPS the tax effects associated with SBC and, as applicable, other special items. Without excluding these tax effects, investors would only see the gross effect that excluding these expenses had on our operating results. The same limitations described above regarding Google's use of non-GAAP operating income and non-GAAP operating margin apply to our use of non-GAAP net income and non-GAAP EPS. Management compensates for these limitations by providing specific information regarding the GAAP amounts excluded from non-GAAP net income and non-GAAP EPS and evaluating non-GAAP net income and non-GAAP EPS together with net income and EPS calculated in accordance with GAAP.
Free cash flow. We define free cash flow as net cash provided by operating activities less capital expenditures. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business that, after the acquisition of property and equipment, including information technology infrastructure and land and buildings, can be used for strategic opportunities, including investing in our business, making strategic acquisitions, and strengthening the balance sheet. Analysis of free cash flow also facilitates management's comparisons of our operating results to competitors' operating results. A limitation of using free cash flow versus the GAAP measure of net cash provided by operating activities as a means for evaluating Google is that free cash flow does not represent the total increase or decrease in the cash balance from operations for the period because it excludes cash used for capital expenditures during the period. Our management compensates for this limitation by providing information about our capital expenditures on the face of the statement of cash flows and under the caption “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q and Annual Report on Form 10-K. Google has computed free cash flow using the same consistent method from quarter to quarter and year to year.
Non-GAAP international revenues. We define non-GAAP international revenues as international revenues excluding the impact of foreign exchange and hedging. Non-GAAP international revenues are calculated by translating current quarter revenues using prior quarter and prior year exchange rates, as well as excluding any hedging gains realized in the current quarter. We consider non-GAAP international revenues as a useful metric as it facilitates management’s internal comparison to our historical performance.
The accompanying tables have more details on the non-GAAP financial measures that are most directly comparable to GAAP financial measures and the related reconciliations between these financial measures.








Contact:
Willa Chalmers
Investor Relations
+1-650-214-3381
willa@google.com
For Media:
press@google.com





Google Inc.
CONSOLIDATED BALANCE SHEETS
(In millions)
 
 
As of December 31, 2011
 
As of December 31, 2012
 
 
 
(unaudited)
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
9,983

 
$
14,778

Marketable securities
34,643

 
33,310

Accounts receivable, net of allowance
5,427

 
7,885

Inventories
35

 
505

Receivable under reverse repurchase agreements
745

 
700

Deferred income taxes, net
215

 
1,144

Prepaid revenue share, expenses and other assets
1,710

 
2,132

Total current assets
52,758

 
60,454

Prepaid revenue share, expenses and other assets, non-current
499

 
2,011

Non-marketable equity securities
790

 
1,469

Property and equipment, net
9,603

 
11,854

Intangible assets, net
1,578

 
7,473

Goodwill
7,346

 
10,537

Total assets
$
72,574

 
$
93,798

Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
588

 
$
2,012

Short-term debt
1,218

 
2,549

Accrued compensation and benefits
1,818

 
2,239

Accrued expenses and other current liabilities
1,370

 
3,258

Accrued revenue share
1,168

 
1,471

Securities lending payable
2,007

 
1,673

Deferred revenue
547

 
895

Income taxes payable, net
197

 
240

Total current liabilities
8,913

 
14,337

Long-term debt
2,986

 
2,988

Deferred revenue, non-current
44

 
100

Income taxes payable, non-current
1,693

 
2,046

Deferred income taxes, net, non-current
287

 
1,872

Other long-term liabilities
506

 
740

Stockholders’ equity:
 
 
 
Common stock and additional paid-in capital
20,264

 
22,835

Accumulated other comprehensive income
276

 
538

Retained earnings
37,605

 
48,342

Total stockholders’ equity
58,145

 
71,715

Total liabilities and stockholders’ equity
$
72,574

 
$
93,798








Google Inc.
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except share amounts which are reflected in thousands and per share amounts)
 
 
Three Months Ended
 
Twelve Months Ended
 
December 31,
 
December 31,
 
2011
 
2012
 
2011
 
2012
 
(unaudited)
 
 
 
(unaudited)
Revenues:
 
 
 
 
 
 
 
Google (advertising and other)
$
10,584

 
$
12,905

 
$
37,905

 
$
46,039

Motorola Mobile (hardware and other)

 
1,514

 

 
4,136

Total revenues
10,584

 
14,419

 
37,905

 
50,175

Costs and expenses:
 
 
 
 
 
 
 
Cost of revenues - Google (advertising and other) (1)
3,702

 
4,963

 
13,188

 
17,176

Cost of revenues - Motorola Mobile (hardware and
other) (1)

 
1,250

 

 
3,458

Research and development (1)
1,298

 
1,935

 
5,162

 
6,793

Sales and marketing (1)
1,268

 
1,751

 
4,589

 
6,143

General and administrative (1)
809

 
1,126

 
2,724

 
3,845

Charge related to the resolution of Department of Justice investigation

 

 
500

 

Total costs and expenses
7,077

 
11,025

 
26,163

 
37,415

Income from operations
3,507

 
3,394

 
11,742

 
12,760

Interest and other income, net
(18
)
 
152

 
584

 
626

Income from continuing operations before income taxes
3,489

 
3,546

 
12,326

 
13,386

Provision for income taxes
784

 
639

 
2,589

 
2,598

Net income from continuing operations
2,705

 
2,907

 
9,737

 
10,788

Net loss from discontinued operations

 
(21
)
 

 
(51
)
Net Income
$
2,705

 
$
2,886

 
$
9,737

 
$
10,737

Net income (loss) per share - basic:
 
 
 
 
 
 
 
    Continuing operations
$
8.34

 
$
8.83

 
$
30.17

 
$
32.97

    Discontinued operations

 
(0.06
)
 

 
(0.16
)
Net income per share - basic
$
8.34

 
$
8.77

 
$
30.17

 
$
32.81

Net income (loss) per share - diluted
 
 
 
 
 
 
 
    Continuing operations
$
8.22

 
$
8.68

 
$
29.76

 
$
32.46

    Discontinued operations

 
(0.06
)
 

 
(0.15
)
Net income per share - diluted
$
8.22

 
$
8.62

 
$
29.76

 
$
32.31

 
 
 
 
 
 
 
 
Shares used in per share calculation - basic
324,204

 
329,363

 
322,778

 
327,213

Shares used in per share calculation - diluted
329,002

 
334,977

 
327,214

 
332,305

(1)       Includes stock-based compensation expense as follows:
 
 
 
 
 
 
 
Cost of revenues - Google (advertising and other)
$
77

 
$
101

 
$
249

 
$
359

Cost of revenues - Motorola Mobile (hardware and other)

 
4

 

 
14

Research and development
266

 
364

 
1,061

 
1,325

Sales and marketing
105

 
130

 
361

 
498

General and administrative
88

 
109

 
303

 
453

 
$
536

 
$
708

 
$
1,974

 
$
2,649







Google Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 
 
Three Months Ended
 
Twelve Months Ended
 
December 31,
 
December 31,
 
2011
 
2012
 
2011
 
2012
Operating activities
(unaudited)
 
 
 
(unaudited)
Net income
$
2,705

 
$
2,886

 
$
9,737

 
$
10,737

Adjustments:
 
 
 
 
 
 
 
Depreciation and amortization of property and equipment
385

 
630

 
1,396

 
1,988

Amortization of intangible and other assets
118

 
323

 
455

 
974

Stock-based compensation expense
536

 
716

 
1,974

 
2,692

Excess tax benefits from stock-based award activities
(25
)
 
(75
)
 
(86
)
 
(188
)
Deferred income taxes
(183
)
 
(289
)
 
343

 
(266
)
Impairment of equity investments
110

 

 
110

 

Gain on divestiture of business

 

 

 
(188
)
Other
3

 
(4
)
 
6

 
(28
)
Changes in assets and liabilities, net of effects of acquisitions and divestiture:
 
 
 
 
 
 
 
Accounts receivable
(909
)
 
(559
)
 
(1,156
)
 
(787
)
Income taxes, net
463

 
156

 
731

 
1,492

Inventories
(12
)
 
113

 
(30
)
 
301

Prepaid revenue share, expenses and other assets
(104
)
 
382

 
(232
)
 
(833
)
Accounts payable
29

 
(225
)
 
101

 
(499
)
Accrued expenses and other liabilities
540

 
278

 
795

 
762

Accrued revenue share
189

 
356

 
259

 
299

Deferred revenue
79

 
(19
)
 
162

 
163

Net cash provided by operating activities
3,924

 
4,669

 
14,565

 
16,619

Investing activities
 
 
 
 
 
 
 
Purchases of property and equipment
(951
)
 
(1,020
)
 
(3,438
)
 
(3,273
)
Purchases of marketable securities
(17,979
)
 
(9,164
)
 
(61,672
)
 
(33,410
)
Maturities and sales of marketable securities
15,639

 
5,380

 
48,746

 
35,180

Investments in non-marketable equity securities
(70
)
 
(450
)
 
(428
)
 
(696
)
Cash collateral related to securities lending
(1,048
)
 
(13
)
 
(354
)
 
(334
)
Investments in reverse repurchase agreements
400

 
(150
)
 
5

 
45

Acquisitions, net of cash acquired and proceeds received from divestiture, and purchases of intangibles and other assets
(550
)
 
(97
)
 
(1,900
)
 
(10,568
)
Net cash used in investing activities
(4,559
)
 
(5,514
)
 
(19,041
)
 
(13,056
)
Financing activities
 
 
 
 
 
 
 
Net proceeds (payments) related to stock-based award activities
15

 
(98
)
 
(5
)
 
(287
)
Excess tax benefits from stock-based award activities
25

 
75

 
86

 
188

Proceeds from issuance of debt, net of costs
2,125

 
3,984

 
10,905

 
16,109

Repayments of debt
(2,125
)
 
(4,653
)
 
(10,179
)
 
(14,781
)
Net cash provided by (used in) financing activities
40

 
(692
)
 
807

 
1,229

Effect of exchange rate changes on cash and cash equivalents
(52
)
 
55

 
22

 
3

Net increase (decrease) in cash and cash equivalents
(647
)
 
(1,482
)
 
(3,647
)
 
4,795

Cash and cash equivalents at beginning of period
10,630

 
16,260

 
13,630

 
9,983

Cash and cash equivalents at end of period
$
9,983

 
$
14,778

 
$
9,983

 
$
14,778







Reconciliations of selected non-GAAP financial measures to the nearest comparable GAAP financial measures
The following tables present reconciliations of selected non-GAAP financial measures to the nearest comparable GAAP financial measures (in millions, unaudited):
 
Three Months Ended December 31, 2011
 
Google
 
GAAP
 
Adjustments (1)
 
Non-GAAP
Revenues
$
10,584

 
 
 
$
10,584

Costs and expenses:
 
 
 
 
 
          Cost of revenues
3,702

 
$
77

 
3,625

          Research and development
1,298

 
266

 
1,032

          Sales and marketing
1,268

 
105

 
1,163

          General and administrative
809

 
88

 
721

Total costs and expenses
7,077

 
$
536

 
$
6,541

Income from operations
$
3,507

 
 
 
$
4,043

 
Three Months Ended December 31, 2012
 
Google
 
Motorola Mobile
 
Consolidated
 
GAAP
 
Adjustments (1)
 
Non-GAAP
 
GAAP
 
Adjustments (2)
 
Non-GAAP
 
GAAP
 
Adjustments (2)
 
Non-GAAP
Revenues
$
12,905

 
 
 
$
12,905

 
$
1,514

 
 
 
$
1,514

 
$
14,419

 
 
 
$
14,419

Costs and expenses:
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
Cost of revenues
4,963

 
$
101

 
4,862

 
1,250

 
$
70

 
1,180

 
6,213

 
$
171

 
6,042

Research and development
1,660

 
346

 
1,314

 
275

 
102

 
173

 
1,935

 
448

 
1,487

Sales and marketing
1,525

 
124

 
1,401

 
226

 
16

 
210

 
1,751

 
140

 
1,611

General and administrative
1,010

 
106

 
904

 
116

 
13

 
103

 
1,126

 
119

 
1,007

Total costs and expenses
9,158

 
$
677

 
8,481

 
1,867

 
$
201

 
1,666

 
11,025

 
$
878

 
10,147

Income (loss) from operations
$
3,747

 
 
 
$
4,424

 
$
(353
)
 
 
 
$
(152
)
 
$
3,394

 
 
 
$
4,272

 
(1)
To eliminate stock-based compensation expense.
(2)
To eliminate stock-based compensation expense, as well as restructuring and related charges recorded in Motorola Mobile.







Reconciliations of non-GAAP results of operations to the nearest comparable GAAP measures
The following table presents certain non-GAAP results before certain material items (in millions, except share amounts which are reflected in thousands and per share amounts, unaudited):
 
 
 
Three Months Ended December 31, 2011
 
 
 
 
Consolidated
 
GAAP
Actual
 
Operating
Margin 
(a)
 
Adjustments
 
 
 
Non-GAAP
Results
 
Non-GAAP
Operating
Margin (b)
 
 
 
 
 
 
 
 
 
 
$
536

 
 (c)
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 
 
 
 
Income from operations
 
$
3,507

 
33.1
%
 
$
536

 
  
 
$
4,043

 
38.2
%
 
 
 
 
 
 
 
 
 
 
$
536

 
 (c)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(114
)
 
 (f)
 
 
 
 
 
 
 
 
Net income
 
$
2,705

 
 
 
$
422

 
  
 
$
3,127

 
 
 
 
 
 
Net income per share - diluted
 
$
8.22

 
 
 
 
 
 
 
$
9.50

 
 
 
 
 
 
Shares used in per share calculation - diluted
 
329,002

 
 
 
 
 
 
 
329,002

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended December 31, 2012
Consolidated
 
GAAP
Actual
 
Operating
Margin (a)
 
Adjustments
 
 
 
Non-GAAP
Results
 
Non-GAAP
Operating
Margin (b)
 
Adjustment

Non-GAAP Results with Home
 
 
 
 
 
 
$
700

 
 (d)
 
 
 
 
 
$
35

 (i)
 
 
 
 
 
 
 
178

 
 (e)
 
 
 
 
 
 
 
 
Income from operations
 
$
3,394

 
23.5
%
 
$
878

 
 
 
$
4,272

 
29.6
%
 
$
35

 
$
4,307

 
 
 
 
 
 
$
700

 
 (d)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(152
)
 
 (f)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
178

 
 (e)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(65
)
 
 (g)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21

 
 (h)
 
 
 
 
 
 
 
 
Net income
 
$
2,886

 
 
 
$
682

 
  
 
$
3,568

 
 
 
 
 
 
Net income per share - diluted
 
$
8.62

 
 
 
 
 
 
 
$
10.65

 
 
 
 
 
 
Shares used in per share calculation - diluted
 
334,977

 
 
 
 
 
 
 
334,977

 
 
 
 
 
 
 
(a)
Operating margin is defined as consolidated income from operations divided by consolidated revenues.
(b)
Non-GAAP operating margin is defined as non-GAAP consolidated income from operations divided by consolidated revenues.
(c)
To eliminate $536 million of stock-based compensation expense recorded in the fourth quarter of 2011.
(d)
To eliminate $700 million of stock-based compensation expense recorded in the fourth quarter of 2012.
(e)
To eliminate $178 million of restructuring and related charges recorded in our Motorola Mobile business.
(f)
To eliminate income tax effects related to expenses noted in (c) and (d).
(g)
To eliminate income tax effects related to expense noted in (e).
(h)
To eliminate net loss from discontinued operations.
(i)
To include $35 million of impact from Motorola Home.
The following tables present certain non-GAAP results before certain material items by business (in millions, unaudited):
 
Three Months Ended December 31, 2011
 
 
Three Months Ended December 31, 2012
Google
GAAP
Actual
 
Operating
Margin (j)
 
Adjustments
 
Non-GAAP
Results
 
Non-GAAP
Operating
Margin (k)
 
 
GAAP
Actual
 
Operating
Margin (j)
 
Adjustments
 
Non-GAAP
Results
 
Non-GAAP
Operating
Margin
(k)
 
 
 
 
 
$
536

(l) 
 
 
 
 
 
 
 
 
 
$
677

(m) 
 
 
 
Income from operations
$
3,507

 
33.1
%
 
$
536

  
$
4,043

 
38.2
%
 
 
$
3,747

 
29.0
%
 
$
677

  
$
4,424

 
34.3
%
 
(j)
Operating margin is defined as Google income from operations divided by Google revenues.
(k)
Non-GAAP operating margin is defined as non-GAAP Google income from operations divided by Google revenues.





(l)
To eliminate $536 million of stock-based compensation expense recorded in the fourth quarter of 2011.
(m)
To eliminate $677 million of stock-based compensation expense recorded in the fourth quarter of 2012.
 
Three Months Ended December 31, 2012
Motorola Mobile
GAAP
Actual
 
Operating
Margin (n)
 
Adjustments
 
 
 
Non-GAAP
Results
 
Non-GAAP
Operating
Margin (o)
 
 
 
 
 
$
23

 
(p) 
 
 
 
 
 
 
 
 
 
178

 
(q) 
 
 
 
 
Loss from operations
$
(353
)
 
(23.3
)%
 
$
201

 
  
 
$
(152
)
 
(10.0
)%
 
(n)
Operating margin is defined as Motorola Mobile loss from operations divided by Motorola Mobile revenues.
(o)
Non-GAAP operating margin is defined as non-GAAP Motorola Mobile loss from operations divided by Motorola Mobile revenues.
(p)
To eliminate $23 million of stock-based compensation expense recorded in the fourth quarter of 2012.
(q)
To eliminate $178 million of restructuring and related charges recorded in our Motorola Mobile business.








Reconciliation from net cash provided by operating activities to free cash flow (in millions, unaudited):

 
Three Months Ended
 
December 31, 2012
Net cash provided by operating activities
$
4,669

Less purchases of property and equipment
(1,020
)
Free cash flow
$
3,649

Net cash used in investing activities*
$
(5,514
)
Net cash used in financing activities
$
(692
)
*    Includes purchases of property and equipment.






Reconciliation from GAAP international revenues to non-GAAP international revenues (in millions, unaudited):
 
Three Months Ended
 
Three Months Ended
Consolidated
December 31, 2012
 
December 31, 2012
 
(using Q4'11's FX rates)
 
(using Q3’12’s FX rates)
United Kingdom revenues (GAAP)
$
1,323

 
$
1,323

Exclude foreign exchange impact on Q4’12 revenues using Q4’11 rates
(17
)
 
 
Exclude foreign exchange impact on Q4’12 revenues using Q3’12 rates
 
 
(28
)
Exclude hedging gains recognized in Q4’12
(1
)
 
(1
)
United Kingdom revenues excluding foreign exchange and hedging impact (Non-GAAP)
$
1,305

 
$
1,294

Rest of the world revenues (GAAP)
$
6,340

 
$
6,340

Exclude foreign exchange impact on Q4’12 revenues using Q4’11 rates
238

 
 
Exclude foreign exchange impact on Q4’12 revenues using Q3’12 rates
 
 
(106
)
Exclude hedging gains recognized in Q4’12
(36
)
 
(36
)
Rest of the world revenues excluding foreign exchange and hedging impact (Non-GAAP)
$
6,542

 
$
6,198

 
 
 
 

 
 
 
 
Three Months Ended
 
Three Months Ended
Google
December 31, 2012
 
December 31, 2012
 
(using Q4'11's FX rates)
 
(using Q3’12’s FX rates)
United Kingdom revenues (GAAP)
$
1,305

 
$
1,305

Exclude foreign exchange impact on Q4’12 revenues using Q4’11 rates
(16
)
 
 
Exclude foreign exchange impact on Q4’12 revenues using Q3’12 rates
 
 
(27
)
Exclude hedging gains recognized in Q4’12
(1
)
 
(1
)
United Kingdom revenues excluding foreign exchange and hedging impact (Non-GAAP)
$
1,288

 
$
1,277

Rest of the world revenues (GAAP)
$
5,608

 
$
5,608

Exclude foreign exchange impact on Q4’12 revenues using Q4’11 rates
209

 
 
Exclude foreign exchange impact on Q4’12 revenues using Q3’12 rates
 
 
(103
)
Exclude hedging gains recognized in Q4’12
(36
)
 
(36
)
Rest of the world revenues excluding foreign exchange and hedging impact (Non-GAAP)
$
5,781

 
$
5,469







The following table presents our consolidated revenues by revenue source (in millions):
 
Three Months Ended
 
Twelve Months Ended
 
December 31,
 
December 31,
 
2011
 
2012
 
2011
 
2012
 
(unaudited)
 
 
 
(unaudited)
Advertising revenues:
 
 
 
 
 
 
 
Google websites
$
7,294

 
$
8,640

 
$
26,145

 
$
31,221

Google Network Members’ websites
2,880

 
3,436

 
10,386

 
12,465

Total advertising revenues
10,174

 
12,076

 
36,531

 
43,686

Other revenues
410

 
829

 
1,374

 
2,353

Total Google revenues (advertising and other)
10,584

 
12,905

 
37,905

 
46,039

Total Motorola Mobile revenues (hardware and other)

 
1,514

 

 
4,136

Consolidated revenues
$
10,584

 
$
14,419

 
$
37,905

 
$
50,175

The following table presents our Google revenues, by revenue source, as a percentage of Google revenues:
 
Three Months Ended
December 31,
 
Twelve Months Ended
December 31,
 
2011
 
2012
 
2011
 
2012
 
(unaudited)
 
 
 
(unaudited)
Advertising revenues:
 
 
 
 
 
 
 
Google websites
69
%
 
67
%
 
69
%
 
68
%
Google Network Members’ websites
27
%
 
27
%
 
27
%
 
27
%
Total advertising revenues
96
%
 
94
%
 
96
%
 
95
%
Other revenues
4
%
 
6
%
 
4
%
 
5
%
Google revenues
100
%
 
100
%
 
100
%
 
100
%