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8-K - 8-K - GOOGLE INC.googq220138-k.htm
EX-99.2 - EXHIBIT 99.2 - GOOGLE INC.googq22013exhibit992.htm


Exhibit 99.1
Google Inc. Announces Second Quarter 2013 Results


MOUNTAIN VIEW, Calif. – July 18, 2013 - Google Inc. (NASDAQ: GOOG) today announced financial results for the quarter ended June 30, 2013.
"Google had a great quarter with over $14 billion revenue -- up 19% year-on-year," said Larry Page CEO of Google. "The shift from one screen to multiple screens and mobility creates tremendous opportunity for Google. With more devices, more information, and more activity online than ever, the potential to improve people’s lives even more is immense."
Q2 Financial Summary
Google Inc. reported consolidated revenues of $14.11 billion for the quarter ended June 30, 2013, an increase of 19% compared to the second quarter of 2012. Google Inc. reports advertising revenues, consistent with GAAP, on a gross basis without deducting traffic acquisition costs (TAC). In the second quarter of 2013, TAC totaled $3.01 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 second quarter of 2013 was $3.12 billion, or 22% of revenues. This compares to GAAP operating income of $3.24 billion, or 27% of revenues, in the second quarter of 2012. Non-GAAP operating income in the second quarter of 2013 was $3.99 billion, or 28% of revenues. This compares to non-GAAP operating income of $3.94 billion, or 33% of revenues, in the second quarter of 2012.
GAAP net income including net income from discontinued operations in the second quarter of 2013 was $3.23 billion, compared to $2.79 billion in the second quarter of 2012. Non-GAAP net income in the second quarter of 2013 was $3.23 billion, compared to $3.36 billion in the second quarter of 2012.
GAAP EPS including impact from net income from discontinued operations in the second quarter of 2013 was $9.54 on 338 million diluted shares outstanding, compared to $8.42 in the second quarter of 2012 on 331 million diluted shares outstanding. Non-GAAP EPS in the second quarter of 2013 was $9.56, compared to $10.16 in the second quarter of 2012.
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 income or loss from discontinued operations. In the second quarter of 2013, the expense related to SBC and the related tax benefits were $778 million and $167 million compared to $561 million and $134 million in the second quarter of 2012. In the second quarter of 2013, restructuring and related charges recorded in our Motorola Mobile business and the related tax benefits were $89 million and $21 million, compared to $141 million and $39 million in the second quarter of 2012. In addition, net income from discontinued operations in the second quarter of 2013 was $674 million, compared to net loss from discontinued operations of $48 million in the second quarter of 2012.
Q2 Financial Highlights
Revenues and other information - On a consolidated basis, Google Inc. revenues for the quarter ended June 30, 2013 were $14.11 billion, an increase of 19% compared to the second quarter of 2012.
Google Revenues (advertising and other) - Google revenues were $13.11 billion, or 93% of consolidated revenues, in the second quarter of 2013, representing a 20% increase over second quarter 2012 revenues of $10.96 billion.
Google Sites Revenues - Google-owned sites generated revenues of $8.87 billion, or 68% of total Google revenues, in the second quarter of 2013. This represents an 18% increase over second quarter 2012 Google sites revenues of $7.54 billion.






Google Network Revenues - Google's partner sites generated revenues of $3.19 billion, or 24% of total Google revenues, in the second quarter of 2013. This represents a 7% increase from second quarter 2012 Google network revenues of $2.98 billion.

Other Revenues - Other revenues from Google were $1.05 billion, or 8% of total Google revenues, in the second quarter of 2013. This represents a 138% increase over second quarter 2012 other revenues of $439 million.
Google International Revenues - Google revenues from outside of the United States totaled $7.2 billion, representing 55% of total Google revenues in the second quarter of 2013, compared to 55% in the first quarter of 2013 and 54% in the second quarter of 2012.
Foreign Exchange Impact on Google Revenues - Excluding gains related to our foreign exchange risk management program, had foreign exchange rates remained constant from the first quarter of 2013 through the second quarter of 2013, our Google revenues in the second quarter of 2013 would have been $177 million higher. Excluding gains related to our foreign exchange risk management program, had foreign exchange rates remained constant from the second quarter of 2012 through the second quarter of 2013, our Google revenues in the second quarter of 2013 would have been $217 million higher.
Google revenues from the United Kingdom totaled $1.32 billion, representing 10% of Google revenues in the second quarter of 2013, compared to 11% in the second quarter of 2012.
In the second quarter of 2013, we recognized a benefit of $35 million to Google revenues through our foreign exchange risk management program, compared to $81 million in the second quarter of 2012.
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 23% over the second quarter of 2012 and increased approximately 4% over the first quarter of 2013.
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 second quarter of 2012 and decreased approximately 2% over the first quarter of 2013.
TAC - Traffic acquisition costs, the portion of revenues shared with Google's partners, increased to $3.01 billion in the second quarter of 2013, compared to $2.60 billion in the second quarter of 2012. TAC as a percentage of advertising revenues was 25% in the second quarter of 2013, compared to 25% in the second quarter of 2012.
The majority of TAC is related to amounts ultimately paid to our Network members, which totaled $2.31 billion in the second quarter of 2013. TAC also includes amounts ultimately paid to certain distribution partners and others who direct traffic to our website, which totaled $706 million in the second quarter of 2013.
Motorola Mobile Revenues (hardware and other) - Motorola Mobile revenues were $998 million, or 7% of consolidated revenues in the second quarter of 2013, compared to $843 million, or 7% of consolidated revenues in the second quarter of 2012.
Other Cost of Revenues - Other cost of revenues, which is comprised primarily of manufacturing and inventory-related costs, data center operational expenses, amortization of intangible assets, and content acquisition costs, increased to $3.05 billion, or 22% of revenues, in the second quarter of 2013, compared to $2.08 billion, or 18% of revenues, in the second quarter of 2012.
Operating Expenses - Operating expenses, other than cost of revenues, were $4.92 billion in the second quarter of 2013, or 35% of revenues, compared to $3.89 billion in the second quarter of 2012, or 33% of revenues.
Amortization Expenses - Amortization expenses of acquisition-related intangible assets were $283 million for the second quarter of 2013, compared to $184 million in the second quarter of 2012.  Of the $283 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 second quarter of 2013, the total charge related to SBC was $783 million, compared to $635 million in the second quarter of 2012. We currently estimate SBC charges for grants to employees prior to June 30, 2013 to be approximately $3.2 billion for 2013. This estimate does not include expenses to be recognized related to employee stock awards that are granted after June 30, 2013 or non-employee stock awards that have been or may be granted.

Operating Income - On a consolidated basis, GAAP operating income in the second quarter of 2013 was $3.12 billion, or 22% of revenues. This compares to GAAP operating income of $3.24 billion, or 27% of revenues, in the second quarter of 2012. Non-GAAP operating income in the second quarter of 2013 was $3.99 billion, or 28% of revenues. This compares to non-GAAP operating income of $3.94 billion, or 33% of revenues, in the second quarter of 2012.
Google Operating Income - GAAP operating income for Google was $3.47 billion, or 26% of Google revenues, in the second quarter of 2013. This compares to GAAP operating income of $3.44 billion, or 31% of Google revenues, in the second quarter of 2012. Non-GAAP operating income in the second quarter of 2013 was $4.21 billion, or 32% of Google revenues. This compares to non-GAAP operating income of $3.99 billion in the second quarter of 2012, or 36% of Google revenues.

Motorola Mobile Operating Loss - GAAP operating loss for Motorola Mobile was $342 million, or -34% of Motorola Mobile revenues in the second quarter of 2013. This compares to GAAP operating loss of $199 million, or -24% of Motorola Mobile revenues in the second quarter of 2012. Non-GAAP operating loss for Motorola Mobile in the second quarter of 2013 was $218 million, or -22% of Motorola Mobile revenues. This compares to non-GAAP operating loss of $49 million, or -6% of Motorola Mobile revenues in the second quarter of 2012.
Interest and Other Income, Net - Interest and other income, net, was $247 million in the second quarter of 2013, compared to $253 million in the second quarter of 2012.
Income Taxes - Our effective tax rate was 24% for the second quarter of 2013.
Net Income (Loss) from Discontinued Operations - Net income from discontinued operations in the second quarter of 2013 was $674 million which included a gain on disposal of Motorola Home of $747 million, compared to a loss of $48 million in the second quarter of 2012.  

Net Income - GAAP net income in the second quarter of 2013 was $3.23 billion, compared to $2.79 billion in the second quarter of 2012. Non-GAAP net income was $3.23 billion in the second quarter of 2013, compared to $3.36 billion in the second quarter of 2012. GAAP EPS in the second quarter of 2013 was $9.54 on 338 million diluted shares outstanding, compared to $8.42 in the second quarter of 2012 on 331 million diluted shares outstanding. Non-GAAP EPS in the second quarter of 2013 was $9.56, compared to $10.16 in the second quarter of 2012.
Cash Flow and Capital Expenditures  - Net cash provided by operating activities in the second quarter of 2013 totaled $4.71 billion, compared to $4.25 billion in the second quarter of 2012. In the second quarter of 2013, capital expenditures were $1.6 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 second quarter of 2013, free cash flow was $3.09 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 June 30, 2013, cash, cash equivalents, and marketable securities were $54.4 billion.
Headcount - On a worldwide basis, we employed 44,777 full-time employees (40,178 in Google and 4,599 in Motorola Mobile) as of June 30, 2013, compared to 53,891 full-time employees (38,739 in Google, 9,982 Motorola Mobile, and 5,170 Motorola Home) as of March 31, 2013.
WEBCAST AND CONFERENCE CALL INFORMATION
A live audio webcast of Google’s second quarter 2013 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.

We also announce investor information, including news and commentary about our business and financial performance, SEC filings, notices of investor events and our press and earnings releases, on our investor relations website (http://investor.google.com) and our investor relations Google+ page (https://plus.google.com/+GoogleInvestorRelations/posts).

FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements that involve risks and uncertainties. These statements include statements regarding our investments in 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, 2012 and our most recent Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.  All information provided in this release and in the attachments is as of July 18, 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 selected non-GAAP financial measures to the nearest comparable GAAP financial measures,"
 "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 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 income (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 useful metrics 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, except share and par value amounts which are reflected in thousands,
and par value per share amounts)
 
 
As of
December 31,
2012
 
As of
June 30,
2013
 
 
 
(unaudited)
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
14,778

 
$
16,164

Marketable securities
33,310

 
38,268

Total cash, cash equivalents, and marketable securities (including securities loaned of $3,160 and $4,791)
48,088

 
54,432

Accounts receivable, net of allowance of $581 and $505
7,885

 
7,321

Inventories
505

 
342

Receivable under reverse repurchase agreements
700

 
770

Deferred income taxes, net
1,144

 
1,148

Income taxes receivable, net
0

 
72

Prepaid revenue share, expenses and other assets
2,132

 
2,776

Total current assets
60,454

 
66,861

Prepaid revenue share, expenses and other assets, non-current
2,011

 
1,891

Non-marketable equity investments
1,469

 
1,564

Property and equipment, net
11,854

 
12,912

Intangible assets, net
7,473

 
6,558

Goodwill
10,537

 
11,396

Total assets
$
93,798

 
$
101,182

Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
2,012

 
$
1,758

Short-term debt
2,549

 
3,000

Accrued compensation and benefits
2,239

 
1,803

Accrued expenses and other current liabilities
3,258

 
3,300

Accrued revenue share
1,471

 
1,458

Securities lending payable
1,673

 
3,211

Deferred revenue
895

 
799

Income taxes payable, net
240

 
0

Total current liabilities
14,337

 
15,329

Long-term debt
2,988

 
1,989

Deferred revenue, non-current
100

 
132

Income taxes payable, non-current
2,046

 
2,271

Deferred income taxes, net, non-current
1,872

 
1,905

Other long-term liabilities
740

 
704

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 additional paid-in capital, $0.001 par value per share: 12,000,000 shares authorized (Class A 9,000,000, Class B 3,000,000); 329,979 (Class A 267,448, Class B 62,531) and par value of $330 (Class A $267, Class B $63) and 333,134 (Class A 273,852, Class B 59,282) and par value of $333 (Class A $274, Class B $59) shares issued and outstanding
22,835

 
24,334






Class C capital stock, $0.001 par value per share: 3,000,000 shares authorized; no shares issued and outstanding
0

 
0

Accumulated other comprehensive income (loss)
538

 
(398
)
Retained earnings
48,342

 
54,916

Total stockholders’ equity
71,715

 
78,852

Total liabilities and stockholders’ equity
$
93,798

 
$
101,182









Google Inc.
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except share amounts which are reflected in thousands and per share amounts)
 
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2013
 
2012
 
2013
 
(unaudited)
Revenues:

 

 

 

Google (advertising and other)
$
10,964

 
$
13,107

 
$
21,609

 
$
26,058

Motorola Mobile (hardware and other)
843

 
998

 
843

 
2,016

Total revenues
11,807

 
14,105

 
22,452

 
28,074

Costs and expenses:

 

 

 

Cost of revenues - Google (advertising and other) (1)
3,984

 
5,195

 
7,773

 
10,331

Cost of revenues - Motorola Mobile (hardware and other) (1)
693

 
868

 
693

 
1,676

Research and development (1)
1,538

 
1,987

 
2,979

 
3,824

Sales and marketing (1)
1,413

 
1,735

 
2,682

 
3,321

General and administrative (1)
942

 
1,197

 
1,699

 
2,322

Total costs and expenses
8,570

 
10,982

 
15,826

 
21,474

Income from operations
3,237

 
3,123

 
6,626

 
6,600

Interest and other income, net
253

 
247

 
409

 
381

Income from continuing operations before income taxes
3,490

 
3,370

 
7,035

 
6,981

Provision for income taxes
657

 
816

 
1,312

 
1,103

Net income from continuing operations
2,833

 
2,554

 
5,723

 
5,878

Net income (loss) from discontinued operations
(48
)
 
674

 
(48
)
 
696

Net income
$
2,785

 
$
3,228

 
$
5,675

 
$
6,574

Net income (loss) per share - basic:

 

 

 

Continuing operations
$
8.68

 
$
7.68

 
$
17.56

 
$
17.73

Discontinued operations
(0.14
)
 
2.03

 
(0.14
)
 
2.10

Net income (loss) per share - basic
$
8.54

 
$
9.71

 
$
17.42

 
$
19.83

Net income (loss) per share - diluted:

 

 

 

Continuing operations
$
8.56

 
$
7.55

 
$
17.31

 
$
17.42

Discontinued operations
(0.14
)
 
1.99

 
(0.14
)
 
2.06

Net income (loss) per share - diluted
$
8.42

 
$
9.54

 
$
17.17

 
$
19.48



 

 

 

Shares used in per share calculation - basic
326,272

 
332,480

 
325,786

 
331,467

Shares used in per share calculation - diluted
330,793

 
338,337

 
330,464

 
337,500



 

 

 

(1) Includes stock-based compensation expense as follows:

 

 

 

Cost of revenues - Google (advertising and other)
$
82

 
$
110

 
$
156

 
$
209

Cost of revenues - Motorola Mobile (hardware and other)
4

 
5

 
4

 
10

Research and development
289

 
421

 
588

 
782

Sales and marketing
118

 
134

 
215

 
259

General and administrative
142

 
113

 
228

 
220


$
635

 
$
783

 
$
1,191

 
$
1,480







Google Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
 

Three Months Ended
 
Six Months Ended

June 30,
 
June 30,

2012
 
2013
 
2012
 
2013

(unaudited)
 
(unaudited)
Operating activities
 
 
 
 
 
 
 
Net income
$
2,785

 
$
3,228

 
$
5,675

 
$
6,574

Adjustments:

 

 

 

Depreciation and amortization of property and equipment
473

 
747

 
851

 
1,331

Amortization of intangible and other assets
197

 
283

 
330

 
598

Stock-based compensation expense
658

 
847

 
1,214

 
1,555

Excess tax benefits from stock-based award activities
(27
)
 
(104
)
 
(55
)
 
(198
)
Deferred income taxes
(163
)
 
63

 
191

 
265

Gain on divestiture of businesses
(188
)
 
(716
)
 
(188
)
 
(690
)
Other
12

 
(65
)
 
(56
)
 
(54
)
Changes in assets and liabilities, net of effects of acquisitions:

 

 

 

Accounts receivable
(222
)
 
(194
)
 
79

 
62

Income taxes, net
1,026

 
179

 
1,169

 
(156
)
Inventories
202

 
(16
)
 
170

 
(158
)
Prepaid revenue share, expenses and other assets
(912
)
 
(136
)
 
(1,188
)
 
(348
)
Accounts payable
(249
)
 
(159
)
 
(80
)
 
(72
)
Accrued expenses and other liabilities
612

 
696

 
(243
)
 
(363
)
Accrued revenue share
34

 
35

 
23

 
8

Deferred revenue
14

 
17

 
54

 
(16
)
Net cash provided by operating activities
4,252

 
4,705

 
7,946

 
8,338

Investing activities

 

 

 

Purchases of property and equipment
(774
)
 
(1,611
)
 
(1,381
)
 
(2,814
)
Purchases of marketable securities
(6,854
)
 
(14,948
)
 
(15,542
)
 
(22,782
)
Maturities and sales of marketable securities
5,456

 
10,687

 
22,657

 
17,006

Investments in non-marketable equity investments
(99
)
 
(136
)
 
(202
)
 
(172
)
Cash collateral related to securities lending
(336
)
 
974

 
(91
)
 
1,538

Investments in reverse repurchase agreements
75

 
(70
)
 
270

 
(70
)
Proceeds from divestiture of businesses
201

 
2,313

 
201

 
2,351

Acquisitions, net of cash acquired, and purchases of intangibles and other assets
(10,055
)
 
(1,012
)
 
(10,147
)
 
(1,301
)
Net cash used in investing activities
(12,386
)
 
(3,803
)
 
(4,235
)
 
(6,244
)
Financing activities

 

 

 

Net payments related to stock-based award activities
(137
)
 
(58
)
 
(184
)
 
(268
)
Excess tax benefits from stock-based award activities
27

 
104

 
55

 
198

Proceeds from issuance of debt, net of costs
4,602

 
2,729

 
7,751

 
5,651

Repayments of debt
(3,853
)
 
(2,880
)
 
(5,753
)
 
(6,203
)
Net cash provided by (used in) financing activities
639

 
(105
)
 
1,869

 
(622
)





Effect of exchange rate changes on cash and cash equivalents
(176
)
 
(8
)
 
(126
)
 
(86
)
Net increase (decrease) in cash and cash equivalents
(7,671
)
 
789

 
5,454

 
1,386

Cash and cash equivalents at beginning of period
23,108

 
15,375

 
9,983

 
14,778

Cash and cash equivalents at end of period
$
15,437

 
$
16,164

 
$
15,437

 
$
16,164









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 June 30, 2012
 
Google

Motorola Mobile

Consolidated
 
GAAP
Adjustments (1)
Non-GAAP

GAAP
Adjustments (2)
Non-GAAP

GAAP
Adjustments (2)
Non-GAAP
Revenues
$
10,964

$

$
10,964


$
843

$

$
843


$
11,807

$

$
11,807

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of revenues
3,984

82

3,902


693

10

683


4,677

92

4,585

Research and development
1,442

279

1,163


96

21

75


1,538

300

1,238

Sales and marketing
1,286

101

1,185


127

33

94


1,413

134

1,279

General and administrative
816

90

726


126

86

40


942

176

766

Total costs and expenses
7,528

$
552

6,976


1,042

$
150

892


8,570

$
702

7,868

 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
$
3,436

 
$
3,988


$
(199
)
 
$
(49
)

$
3,237

 
$
3,939


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2013
 
Google

Motorola Mobile

Consolidated
 
GAAP
Adjustments (1)
Non-GAAP

GAAP
Adjustments (2)
Non-GAAP

GAAP
Adjustments (2)
Non-GAAP
Revenues
$
13,107

$

$
13,107


$
998

$

$
998


$
14,105

$

$
14,105

Costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
Cost of revenues
5,195

110

5,085


868

36

832


6,063

146

5,917

Research and development
1,766

401

1,365


221

45

176


1,987

446

1,541

Sales and marketing
1,583

125

1,458


152

27

125


1,735

152

1,583

General and administrative
1,098

107

991


99

16

83


1,197

123

1,074

Total costs and expenses
9,642

$
743

8,899


1,340

$
124

1,216


10,982

$
867

10,115

 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations
$
3,465

 
$
4,208


$
(342
)
 
$
(218
)

$
3,123

 
$
3,990


 
(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 items (in millions, except share amounts which are reflected in thousands and per share amounts, unaudited):
 
Three Months Ended June 30, 2012
 
Three Months Ended June 30, 2013
Consolidated
GAAP Actual
Operating Margin (a)
Adjustments

Non-GAAP Results
Non-GAAP Operating Margin (b)
 
GAAP Actual
Operating Margin (a)
Adjustments

Non-GAAP Results
Non-GAAP Operating Margin (b)
 
 
 
$
561

(c)
 
 
 
 
 
$
778

(d)
 
 
 
 
 
141

(e)
 
 
 
 
 
89

(f)
 
 
Income from operations
$
3,237

27.4
%
$
702


$
3,939

33.4
%
 
$
3,123

22.1
%
$
867


$
3,990

28.3
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
561

(c)
 
 
 
 
 
$
778

(d)
 
 
 
 
 
(134
)
(g)
 
 
 
 
 
(167
)
(g)
 
 
 
 
 
141

(e)
 
 
 
 
 
89

(f)
 
 
 
 
 
(39
)
(h)
 
 
 
 
 
(21
)
(h)
 
 
 
 
 
48

(i)
 
 
 
 
 
(674
)
(i)
 
 
Net income
$
2,785

 
$
577

 
$
3,362

 
 
$
3,228

 
$
5

 
$
3,233

 
Net income per share - diluted
$
8.42

 
 
 
$
10.16

 
 
$
9.54

 
 
 
$
9.56

 
Shares used in per share calculation - diluted
330,793

 
 
 
330,793

 
 
338,337

 
 
 
338,337

 


(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 $561 million of stock-based compensation expense recorded in the second quarter of 2012.
(d)
To eliminate $778 million of stock-based compensation expense recorded in the second quarter of 2013.
(e)
To eliminate $141 million of restructuring and related charges recorded in Motorola Mobile in the second quarter of 2012.
(f)
To eliminate $89 million of restructuring and related charges recorded in Motorola Mobile in the second quarter of 2013.
(g)
To eliminate income tax effects related to expense noted in (c) and (d).
(h)
To eliminate income tax effects related to charges noted in (e) and (f).
(i)
To eliminate net income (loss) from discontinued operations.

The following tables present certain non-GAAP results before certain items by business (in millions, unaudited):
 
Three Months Ended June 30, 2012
 
Three Months Ended June 30, 2013
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)
 
 
 
$
552

(l)
 
 
 
 
 
$
743

(m)
 
 
Income from operations
$
3,436

31.3
%
$
552

 
$
3,988

36.4
%
 
$
3,465

26.4
%
$
743

 
$
4,208

32.1
%

 
(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 $552 million of stock-based compensation expense recorded in the second quarter of 2012.
(m)
To eliminate $743 million of stock-based compensation expense recorded in the second quarter of 2013.







 
Three Months Ended June 30, 2012

Three Months Ended June 30, 2013
Motorola Mobile
GAAP Actual
Operating Margin (n)
Adjustments

Non-GAAP Results
Non-GAAP Operating Margin (o)

GAAP Actual
Operating Margin (n)
Adjustments

Non-GAAP Results
Non-GAAP Operating Margin (o)
 
 
 
$
9

(p)
 
 
 
 
 
$
35

(q)
 
 
 
 
 
141

(r)
 
 
 
 
 
89

(s)
 
 
Loss from operations
$
(199
)
(23.6
)%
$
150

 
$
(49
)
(5.8
)%

$
(342
)
(34.3
)%
$
124

 
$
(218
)
(21.8
)%


 
(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 $9 million of stock-based compensation expense recorded in the second quarter of 2012.
(q)
To eliminate $35 million of stock-based compensation expense recorded in the second quarter of 2013.
(r)
To eliminate $141 million of restructuring and related charges recorded in Motorola Mobile in the second quarter of 2012.
(s)
To eliminate $89 million of restructuring and related charges recorded in Motorola Mobile in the second quarter of 2013.








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

 
Three Months Ended June 30, 2013
 
 
Net cash provided by operating activities
$
4,705

Less purchases of property and equipment
(1,611
)
Free cash flow
$
3,094



Net cash used in investing activities (1)
$
(3,803
)


Net cash used in financing activities
$
(105
)

(1) Includes purchases of property and equipment.






Reconciliation from GAAP international revenues to non-GAAP international revenues (in millions, unaudited):
Consolidated
Three Months Ended June 30, 2013
 
Three Months Ended June 30, 2013
 
(using Q2'12's FX rates)
 
(using Q1'13's FX rates)
 
 
 
 
United Kingdom revenues (GAAP)
$
1,326

 
$
1,326

Exclude foreign exchange impact on Q2'13 revenues using Q2'12 rates
48

 
N/A

Exclude foreign exchange impact on Q2'13 revenues using Q1'13 rates
N/A

 
31

Exclude hedging gains recognized in Q2'13
(24
)
 
(24
)
United Kingdom revenues excluding foreign exchange and hedging impact (Non-GAAP)
$
1,350

 
$
1,333


 
 
 
Rest of the world revenues (GAAP)
$
6,413

 
$
6,413

Exclude foreign exchange impact on Q2'13 revenues using Q2'12 rates
179

 
N/A

Exclude foreign exchange impact on Q2'13 revenues using Q1'13 rates
N/A

 
149

Exclude hedging gains recognized in Q2'13
(11
)
 
(11
)
Rest of the world revenues excluding foreign exchange and hedging impact (Non-GAAP)
$
6,581

 
$
6,551

 
 
 
 
 
 
 
 
Google
Three Months Ended June 30, 2013
 
Three Months Ended June 30, 2013
 
(using Q2'12's FX rates)
 
(using Q1'13's FX rates)
 
 
 
 
United Kingdom revenues (GAAP)
$
1,321

 
$
1,321

Exclude foreign exchange impact on Q2'13 revenues using Q2'12 rates
48

 
N/A

Exclude foreign exchange impact on Q2'13 revenues using Q1'13 rates
N/A

 
31

Exclude hedging gains recognized in Q2'13
(24
)
 
(24
)
United Kingdom revenues excluding foreign exchange and hedging impact (Non-GAAP)
$
1,345

 
$
1,328


 
 
 
Rest of the world revenues (GAAP)
$
5,890

 
$
5,890

Exclude foreign exchange impact on Q2'13 revenues using Q2'12 rates
169

 
N/A

Exclude foreign exchange impact on Q2'13 revenues using Q1'13 rates
N/A

 
146

Exclude hedging gains recognized in Q2'13
(11
)
 
(11
)
Rest of the world revenues excluding foreign exchange and hedging impact (Non-GAAP)
$
6,048

 
$
6,025










The following table presents our consolidated revenues by revenue source (in millions):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2013
 
2012
 
2013
 
(unaudited)
Google
 
 
 
 
 
 
 
Advertising revenues:

 

 

 

Google websites
$
7,542

 
$
8,868

 
$
14,854

 
$
17,508

Google Network Members' websites
2,983

 
3,193

 
5,896

 
6,455

Total advertising revenues
10,525

 
12,061

 
20,750

 
23,963

Other revenues
439

 
1,046

 
859

 
2,095

Total Google revenues (advertising and other)
10,964

 
13,107

 
21,609

 
26,058

Motorola Mobile

 

 

 

Total Motorola Mobile revenues (hardware and other)
843

 
998

 
843

 
2,016

Total revenues
$
11,807

 
$
14,105

 
$
22,452

 
$
28,074


The following table presents our Google revenues, by revenue source, as a percentage of Google revenues:


 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2012
 
2013
 
2012
 
2013
 
(unaudited)
Advertising revenues:

 

 

 

Google websites
69
%
 
68
%
 
69
%
 
67
%
Google Network Members' websites
27
%
 
24
%
 
27
%
 
25
%
Total advertising revenues
96
%
 
92
%
 
96
%
 
92
%
Other revenues
4
%
 
8
%
 
4
%
 
8
%
Google revenues
100
%
 
100
%
 
100
%
 
100
%