UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~September~~June 30, ~~2020~~2021


☐			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)


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.001 par value	GOOGL	Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)
Class C Capital Stock, $0.001 par value	GOOG	Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~October 22, 2020,~~July 20, 2021, there were ~~300,643,829~~301,084,627 shares of Alphabet’s Class A common stock outstanding, ~~45,915,231~~45,501,786 shares of Alphabet's Class B common stock outstanding, and ~~329,867,212~~320,168,491 shares of Alphabet's Class C capital stock outstanding.


Table of Contents			Alphabet Inc.

Alphabet Inc.

Form 10-Q

For the Quarterly Period Ended ~~September~~June 30, ~~2020~~2021

TABLE OF CONTENTS


		Page No.
Note About Forward-Looking Statements		13

PART I. FINANCIAL INFORMATION
Item 1	Financial Statements ~~(unaudited)~~	35
	Consolidated Balance Sheets - December 31, ~~2019~~2020 and ~~September~~June 30, ~~2020~~2021	35
	Consolidated Statements of Income - Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2020~~2021	46
	Consolidated Statements of Comprehensive Income - Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2020~~2021	57
	Consolidated Statements of Stockholders' Equity - Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2020~~2021	68
	Consolidated Statements of Cash Flows - ~~Nine~~Six Months Ended ~~September~~June 30, ~~2019~~2020 and ~~2020~~2021	810
	Notes to Consolidated Financial Statements	911
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3533
Item 3	Quantitative and Qualitative Disclosures About Market Risk	4947
Item 4	Controls and Procedures	5147

PART II. OTHER INFORMATION
Item 1	Legal Proceedings	5348
Item 1A	Risk Factors	5348
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	6849


Item 6	Exhibits	6950
Signature		7151


Table of Contents			Alphabet Inc.

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 ongoing effect of the novel coronavirus pandemic ("COVID-19"), including its macroeconomic effects on our business, operations, and financial results; and the effect of governmental lockdowns, restrictions and new regulations on our operations and processes;

•the growth of our business and revenues and our expectations about the factors that influence our success and trends in our ~~business;~~business, including the size and timing of the expected return on our continuing investments in our Google Cloud segment;

•~~the potential for declines~~fluctuations in our revenue growth rate and operating ~~margin;~~margin and various factors contributing to such fluctuations;

•our expectation that the shift from an offline to online world will continue to benefit our business;

•our expectation that the portion of our revenues that we derive from non-advertising revenues will continue to increase and may affect our margins;

•our expectation that our traffic acquisition costs ("TAC") and the associated TAC rate will fluctuate, which could affect our overall margins;

•our expectation that our monetization trends will fluctuate, which could affect our revenues and margins;

•fluctuations in our revenue growth, as well as the change in paid clicks and cost-per-click ~~on Google properties~~ and the change in impressions and cost-per-impression, ~~on Google Network Members’ properties,~~ and various factors contributing to such fluctuations;

•our expectation that we will continue to periodically review, refine, and update our methodologies for monitoring, gathering, and counting the number of paid clicks ~~on Google properties~~ and ~~impressions on Google Network Members’ properties;~~impressions;

•our expectation that our results will be affected by our performance in international markets as users in developing economies increasingly come online;

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

•the expected variability of gains and losses related to hedging activities under our foreign exchange risk management program;

•the amount and timing of revenue recognition from customer contracts with commitments for performance obligations, including our estimate of the remaining amount of commitments and when we expect to recognize revenue;

•fluctuations in our capital expenditures;

•our plans to continue to invest in new businesses, products, services and technologies, systems, land and buildings for data centers and offices, and infrastructure, as well as to continue to invest in acquisitions;

•our pace of hiring and our plans to provide competitive compensation programs;

•our expectation that our cost of revenues, research and development ("R&D") expenses, sales and marketing expenses, and general and administrative expenses may increase in amount and/or may increase as a percentage of revenues and may be affected by a number of factors;

•estimates of our future compensation expenses;

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

•fluctuations in our effective tax rate;

•seasonal fluctuations in internet usage and advertiser expenditures, underlying business trends such as traditional retail seasonality (including developments and volatility arising from COVID-19), which are likely to cause fluctuations in our quarterly results;

•the sufficiency of our sources of funding;

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


Table of Contents			Alphabet Inc.

•the sufficiency and timing of our proposed remedies in response to decisions from the European ~~Commission's~~Commission ("EC") and ~~others' decisions;~~other regulators and governmental entities;

•our expectations regarding the timing, design and implementation of our new global enterprise resource planning ("ERP") system;

•the expected timing, amount, and ~~amount~~impact of Alphabet Inc.'s share repurchases;

•our long-term sustainability and diversity goals;

•our expectation that the change in the estimated useful life of servers and certain network equipment will have a favorable, yet declining, effect on our 2021 operating results;

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, the following sections: 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 ~~II,~~I, Item 1A, ~~"Risk Factors"~~“Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as updated in this Quarterly Report ~~on Form 10-Q, 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 ~~II,~~I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as updated in this Quarterly Report on Form 10-Q, 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," "the 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.


Table of Contents			Alphabet Inc.

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 per share amounts)


		As of December 31, 2019		As of September 30, 2020			As of December 31, 2020		As of June 30, 2021
				(unaudited)					(unaudited)
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	18,498	$	20,129	Cash and cash equivalents	$	26,465	$	23,630
Marketable securities	Marketable securities	101,177		112,467		Marketable securities	110,229		112,233
Total cash, cash equivalents, and marketable securities	Total cash, cash equivalents, and marketable securities	119,675		132,596		Total cash, cash equivalents, and marketable securities	136,694		135,863
Accounts receivable, net	Accounts receivable, net	25,326		24,925		Accounts receivable, net	30,930		31,967
Income taxes receivable, net	Income taxes receivable, net	2,166		588		Income taxes receivable, net	454		884
Inventory	Inventory	999		835		Inventory	728		907
Other current assets	Other current assets	4,412		5,425		Other current assets	5,490		6,076
Total current assets	Total current assets	152,578		164,369		Total current assets	174,296		175,697
Non-marketable investments	Non-marketable investments	13,078		14,656		Non-marketable investments	20,703		25,532
Deferred income taxes	Deferred income taxes	721		972		Deferred income taxes	1,084		1,153
Property and equipment, net	Property and equipment, net	73,646		81,636		Property and equipment, net	84,749		91,697
Operating lease assets	Operating lease assets	10,941		11,946		Operating lease assets	12,211		12,978
Intangible assets, net	Intangible assets, net	1,979		1,520		Intangible assets, net	1,445		1,626
Goodwill	Goodwill	20,624		20,870		Goodwill	21,175		22,406
Other non-current assets	Other non-current assets	2,342		3,274		Other non-current assets	3,953		4,298
Total assets	Total assets	$	275,909	$	299,243	Total assets	$	319,616	$	335,387
Liabilities and Stockholders’ Equity	Liabilities and Stockholders’ Equity					Liabilities and Stockholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	5,561	$	4,391	Accounts payable	$	5,589	$	4,708

Accrued compensation and benefits	Accrued compensation and benefits	8,495		8,747		Accrued compensation and benefits	11,086		10,088
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	23,067		25,631		Accrued expenses and other current liabilities	28,631		28,981
Accrued revenue share	Accrued revenue share	5,916		6,030		Accrued revenue share	7,500		7,438
Deferred revenue	Deferred revenue	1,908		2,302		Deferred revenue	2,543		2,715
Income taxes payable, net	Income taxes payable, net	274		1,099		Income taxes payable, net	1,485		1,811
Total current liabilities	Total current liabilities	45,221		48,200		Total current liabilities	56,834		55,741
Long-term debt	Long-term debt	4,554		13,902		Long-term debt	13,932		14,328
Deferred revenue, non-current	Deferred revenue, non-current	358		454		Deferred revenue, non-current	481		510
Income taxes payable, non-current	Income taxes payable, non-current	9,885		8,616		Income taxes payable, non-current	8,849		8,651
Deferred income taxes	Deferred income taxes	1,701		1,973		Deferred income taxes	3,561		4,703
Operating lease liabilities	Operating lease liabilities	10,214		10,984		Operating lease liabilities	11,146		11,619
Other long-term liabilities	Other long-term liabilities	2,534		2,194		Other long-term liabilities	2,269		2,270
Total liabilities	Total liabilities	74,467		86,323		Total liabilities	97,072		97,822
Contingencies (Note 10)
Contingencies (Note 9)						Contingencies (Note 9)	0		0
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Convertible preferred stock, $0.001 par value per share, 100,000 shares authorized; 0 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); 688,335 (Class A 299,828, Class B 46,441, Class C 342,066) and 677,724 (Class A 300,641, Class B 45,915, Class C 331,168) shares issued and outstanding		50,552		57,307
Convertible preferred stock, $0.001 par value per share: 100,000 shares authorized; 0 shares issued and outstanding						Convertible preferred stock, $0.001 par value per share: 100,000 shares authorized; 0 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); 675,222 (Class A 300,730, Class B 45,843, Class C 328,649) and 667,637 (Class A 301,040, Class B 45,546, Class C 321,051) shares issued and outstanding						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); 675,222 (Class A 300,730, Class B 45,843, Class C 328,649) and 667,637 (Class A 301,040, Class B 45,546, Class C 321,051) shares issued and outstanding	58,510		60,436
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(1,232)		46		Accumulated other comprehensive income (loss)	633		190
Retained earnings	Retained earnings	152,122		155,567		Retained earnings	163,401		176,939
Total stockholders’ equity	Total stockholders’ equity	201,442		212,920		Total stockholders’ equity	222,544		237,565
Total liabilities and stockholders’ equity	Total liabilities and stockholders’ equity	$	275,909	$	299,243	Total liabilities and stockholders’ equity	$	319,616	$	335,387

See accompanying notes.


Table of Contents			Alphabet Inc.

Alphabet Inc.

CONSOLIDATED STATEMENTS OF INCOME

(in millions, except per share amounts; unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2019		2020		2019		2020			2020		2021		2020		2021
Revenues	Revenues	$	40,499	$	46,173	$	115,782	$	125,629	Revenues	$	38,297	$	61,880	$	79,456	$	117,194
Costs and expenses:	Costs and expenses:									Costs and expenses:
Cost of revenues	Cost of revenues	17,568		21,117		50,876		58,652		Cost of revenues	18,553		26,227		37,535		50,330
Research and development	Research and development	6,554		6,856		18,796		20,551		Research and development	6,875		7,675		13,695		15,160
Sales and marketing	Sales and marketing	4,609		4,231		12,726		12,632		Sales and marketing	3,901		5,276		8,401		9,792
General and administrative	General and administrative	2,591		2,756		6,722		8,221		General and administrative	2,585		3,341		5,465		6,114
European Commission fines		0		0		1,697		0
Total costs and expenses	Total costs and expenses	31,322		34,960		90,817		100,056		Total costs and expenses	31,914		42,519		65,096		81,396
Income from operations	Income from operations	9,177		11,213		24,965		25,573		Income from operations	6,383		19,361		14,360		35,798
Other income (expense), net	Other income (expense), net	(549)		2,146		3,956		3,820		Other income (expense), net	1,894		2,624		1,674		7,470
Income before income taxes	Income before income taxes	8,628		13,359		28,921		29,393		Income before income taxes	8,277		21,985		16,034		43,268
Provision for income taxes	Provision for income taxes	1,560		2,112		5,249		4,351		Provision for income taxes	1,318		3,460		2,239		6,813

Net income	Net income	$	7,068	$	11,247	$	23,672	$	25,042	Net income	$	6,959	$	18,525	$	13,795	$	36,455

Basic net income per share of Class A and B common stock and Class C capital stock	Basic net income per share of Class A and B common stock and Class C capital stock	$	10.20	$	16.55	$	34.12	$	36.69	Basic net income per share of Class A and B common stock and Class C capital stock	$	10.21	$	27.69	$	20.16	$	54.32

Diluted net income per share of Class A and B common stock and Class C capital stock	Diluted net income per share of Class A and B common stock and Class C capital stock	$	10.12	$	16.40	$	33.83	$	36.38	Diluted net income per share of Class A and B common stock and Class C capital stock	$	10.13	$	27.26	$	20.00	$	53.54

See accompanying notes.


Table of Contents			Alphabet Inc.

Alphabet Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions; unaudited)


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2019		2020		2019		2020			2020		2021		2020		2021
Net income	Net income	$	7,068	$	11,247	$	23,672	$	25,042	Net income	$	6,959	$	18,525	$	13,795	$	36,455
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Change in foreign currency translation adjustment	Change in foreign currency translation adjustment	(408)		459		(326)		193		Change in foreign currency translation adjustment	284		366		(266)		(57)
Available-for-sale investments:	Available-for-sale investments:									Available-for-sale investments:
Change in net unrealized gains (losses)	Change in net unrealized gains (losses)	153		(19)		1,613		1,346		Change in net unrealized gains (losses)	867		(52)		1,365		(540)
Less: reclassification adjustment for net (gains) losses included in net income	Less: reclassification adjustment for net (gains) losses included in net income	(39)		(73)		(107)		(391)		Less: reclassification adjustment for net (gains) losses included in net income	(149)		(75)		(318)		(64)
Net change, net of tax benefit (expense) of $(32), $27, $(223) and $(274)		114		(92)		1,506		955
Net change, net of income tax benefit (expense) of $(220), $37, $(301) and $172										Net change, net of income tax benefit (expense) of $(220), $37, $(301) and $172	718		(127)		1,047		(604)
Cash flow hedges:	Cash flow hedges:									Cash flow hedges:
Change in net unrealized gains (losses)	Change in net unrealized gains (losses)	264		(48)		209		244		Change in net unrealized gains (losses)	(86)		(42)		292		137
Less: reclassification adjustment for net (gains) losses included in net income	Less: reclassification adjustment for net (gains) losses included in net income	(75)		23		(249)		(114)		Less: reclassification adjustment for net (gains) losses included in net income	(115)		(4)		(137)		81
Net change, net of tax benefit (expense) of $(46), $8, $(23) and $(38)		189		(25)		(40)		130
Net change, net of income tax benefit (expense) of $35, $15, $(46) and $(35)										Net change, net of income tax benefit (expense) of $35, $15, $(46) and $(35)	(201)		(46)		155		218
Other comprehensive income (loss)	Other comprehensive income (loss)	(105)		342		1,140		1,278		Other comprehensive income (loss)	801		193		936		(443)
Comprehensive income	Comprehensive income	$	6,963	$	11,589	$	24,812	$	26,320	Comprehensive income	$	7,760	$	18,718	$	14,731	$	36,012

See accompanying notes.


Table of Contents			Alphabet Inc.

Alphabet Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In millions, except share amounts which are reflected in thousands; unaudited)


		Three Months Ended September 30, 2019										Three Months Ended June 30, 2020
		Class A and Class B Common Stock, Class C Capital Stock and Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders’ Equity			Class A and Class B Common Stock, Class C Capital Stock and Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders’ Equity
		Shares	Amount									Shares	Amount
Balance as of June 30, 2019		694,050	$	47,937	$	(1,091)	$	145,346	$	192,192
Balance as of March 31, 2020											Balance as of March 31, 2020	683,972	$	53,688	$	(1,097)	$	151,068	$	203,659
Common and capital stock issued	Common and capital stock issued	1,616	49		0		0		49		Common and capital stock issued	2,391	37		0		0		37
Stock-based compensation expense	Stock-based compensation expense	0	2,645		0		0		2,645		Stock-based compensation expense	0	3,413		0		0		3,413
Tax withholding related to vesting of restricted stock units and other	Tax withholding related to vesting of restricted stock units and other	0	(1,184)		0		0		(1,184)		Tax withholding related to vesting of restricted stock units and other	0	(1,558)		0		0		(1,558)
Repurchases of capital stock	Repurchases of capital stock	(4,760)	(407)		0		(5,289)		(5,696)		Repurchases of capital stock	(5,148)	(506)		0		(6,346)		(6,852)

Sale of interest in consolidated entities											Sale of interest in consolidated entities	0	863		0		0		863
Net income	Net income	0	0		0		7,068		7,068		Net income	0	0		0		6,959		6,959
Other comprehensive income (loss)	Other comprehensive income (loss)	0	0		(105)		0		(105)		Other comprehensive income (loss)	0	0		801		0		801
Balance as of September 30, 2019		690,906	$	49,040	$	(1,196)	$	147,125	$	194,969
Balance as of June 30, 2020											Balance as of June 30, 2020	681,215	$	55,937	$	(296)	$	151,681	$	207,322


		Nine Months Ended September 30, 2019										Six Months Ended June 30, 2020
		Class A and Class B Common Stock, Class C Capital Stock and Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders’ Equity			Class A and Class B Common Stock, Class C Capital Stock and Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders’ Equity
		Shares	Amount									Shares	Amount
Balance as of December 31, 2018		695,556	$	45,049	$	(2,306)	$	134,885	$	177,628
Cumulative effect of accounting change		0	0		(30)		(4)		(34)
Balance as of December 31, 2019											Balance as of December 31, 2019	688,335	$	50,552	$	(1,232)	$	152,122	$	201,442
Common and capital stock issued	Common and capital stock issued	5,931	122		0		0		122		Common and capital stock issued	4,516	143		0		0		143
Stock-based compensation expense	Stock-based compensation expense	0	8,215		0		0		8,215		Stock-based compensation expense	0	6,635		0		0		6,635
Tax withholding related to vesting of restricted stock units and other	Tax withholding related to vesting of restricted stock units and other	0	(3,636)		0		0		(3,636)		Tax withholding related to vesting of restricted stock units and other	0	(2,737)		0		0		(2,737)
Repurchases of capital stock	Repurchases of capital stock	(10,581)	(870)		0		(11,428)		(12,298)		Repurchases of capital stock	(11,636)	(1,112)		0		(14,236)		(15,348)
Sale of interest in consolidated entities	Sale of interest in consolidated entities	0	160		0		0		160		Sale of interest in consolidated entities	0	2,456		0		0		2,456
Net income	Net income	0	0		0		23,672		23,672		Net income	0	0		0		13,795		13,795
Other comprehensive income (loss)	Other comprehensive income (loss)	0	0		1,140		0		1,140		Other comprehensive income (loss)	0	0		936		0		936
Balance as of September 30, 2019		690,906	$	49,040	$	(1,196)	$	147,125	$	194,969
Balance as of June 30, 2020											Balance as of June 30, 2020	681,215	$	55,937	$	(296)	$	151,681	$	207,322

Three Months Ended September 30, 2020
Class A and Class B
Common Stock, Class C Capital Stock and
Additional Paid-In Capital Accumulated
Other
Comprehensive
Income (Loss) Retained
Earnings Total
Stockholders’
Equity
Shares Amount
Balance as of June 30, 2020 681,215 $ 55,937 $ (296) $ 151,681 $ 207,322
Common and capital stock issued 1,669 15 0 0 15
Stock-based compensation expense 0 3,230 0 0 3,230
Tax withholding related to vesting of restricted stock units and other 0 (1,339) 0 0 (1,339)
Repurchases of capital stock (5,160) (536) 0 (7,361) (7,897)
Net income 0 0 0 11,247 11,247
Other comprehensive income (loss) 0 0 342 0 342
Balance as of September 30, 2020 677,724 $ 57,307 $ 46 $ 155,567 $ 212,920


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	Three Months Ended June 30, 2021
	Class A and Class B Common Stock, Class C Capital Stock and Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders’ Equity
	Shares	Amount
Balance as of March 31, 2021	671,094	$	59,436	$	(3)	$	170,580	$	230,013
Common and capital stock issued	1,919	1		0		0		1
Stock-based compensation expense	0	3,844		0		0		3,844
Tax withholding related to vesting of restricted stock units and other	0	(2,515)		0		0		(2,515)
Repurchases of capital stock	(5,376)	(630)		0		(12,166)		(12,796)
Sale of interest in consolidated entities	0	300		0		0		300
Net income	0	0		0		18,525		18,525
Other comprehensive income (loss)	0	0		193		0		193
Balance as of June 30, 2021	667,637	$	60,436	$	190	$	176,939	$	237,565


		Nine Months Ended September 30, 2020										Six Months Ended June 30, 2021
		Class A and Class B Common Stock, Class C Capital Stock and Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders’ Equity			Class A and Class B Common Stock, Class C Capital Stock and Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders’ Equity
		Shares	Amount									Shares	Amount
Balance as of December 31, 2019		688,335	$	50,552	$	(1,232)	$	152,122	$	201,442
Balance as of December 31, 2020											Balance as of December 31, 2020	675,222	$	58,510	$	633	$	163,401	$	222,544
Common and capital stock issued	Common and capital stock issued	6,185	158		0		0		158		Common and capital stock issued	3,488	7		0		0		7
Stock-based compensation expense	Stock-based compensation expense	0	9,865		0		0		9,865		Stock-based compensation expense	0	7,632		0		0		7,632
Tax withholding related to vesting of restricted stock units and other	Tax withholding related to vesting of restricted stock units and other	0	(4,076)		0		0		(4,076)		Tax withholding related to vesting of restricted stock units and other	0	(4,749)		0		0		(4,749)
Repurchases of capital stock	Repurchases of capital stock	(16,796)	(1,648)		0		(21,597)		(23,245)		Repurchases of capital stock	(11,073)	(1,274)		0		(22,917)		(24,191)
Sale of interest in consolidated entities	Sale of interest in consolidated entities	0	2,456		0		0		2,456		Sale of interest in consolidated entities	0	310		0		0		310
Net income	Net income	0	0		0		25,042		25,042		Net income	0	0		0		36,455		36,455
Other comprehensive income (loss)	Other comprehensive income (loss)	0	0		1,278		0		1,278		Other comprehensive income (loss)	0	0		(443)		0		(443)
Balance as of September 30, 2020		677,724	$	57,307	$	46	$	155,567	$	212,920
Balance as of June 30, 2021											Balance as of June 30, 2021	667,637	$	60,436	$	190	$	176,939	$	237,565

See accompanying notes.


Table of Contents			Alphabet Inc.

Alphabet Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions; unaudited)


		Nine Months Ended					Six Months Ended
		September 30,					June 30,
		2019		2020			2020		2021
Operating activities	Operating activities					Operating activities
Net income	Net income	$	23,672	$	25,042	Net income	$	13,795	$	36,455
Adjustments:	Adjustments:					Adjustments:
Depreciation and impairment of property and equipment	Depreciation and impairment of property and equipment	7,774		9,366		Depreciation and impairment of property and equipment	6,077		5,255
Amortization and impairment of intangible assets	Amortization and impairment of intangible assets	594		606		Amortization and impairment of intangible assets	417		443
Stock-based compensation expense	Stock-based compensation expense	8,149		9,768		Stock-based compensation expense	6,573		7,548
Deferred income taxes	Deferred income taxes	381		(280)		Deferred income taxes	(416)		1,479
Gain on debt and equity securities, net	Gain on debt and equity securities, net	(2,399)		(3,055)		Gain on debt and equity securities, net	(1,040)		(7,634)
Other	Other	(119)		875		Other	669		(263)
Changes in assets and liabilities, net of effects of acquisitions:	Changes in assets and liabilities, net of effects of acquisitions:					Changes in assets and liabilities, net of effects of acquisitions:
Accounts receivable	Accounts receivable	25		(1,079)		Accounts receivable	2,522		(867)
Income taxes, net	Income taxes, net	210		469		Income taxes, net	538		(297)
Other assets	Other assets	(787)		(592)		Other assets	(359)		(192)
Accounts payable	Accounts payable	(386)		(269)		Accounts payable	(689)		(1,112)
Accrued expenses and other liabilities	Accrued expenses and other liabilities	2,927		891		Accrued expenses and other liabilities	(2,099)		201
Accrued revenue share	Accrued revenue share	201		277		Accrued revenue share	(692)		29
Deferred revenue	Deferred revenue	(149)		428		Deferred revenue	148		134
Net cash provided by operating activities	Net cash provided by operating activities	40,093		42,447		Net cash provided by operating activities	25,444		41,179
Investing activities	Investing activities					Investing activities
Purchases of property and equipment	Purchases of property and equipment	(17,496)		(16,802)		Purchases of property and equipment	(11,396)		(11,438)
Purchases of marketable securities	Purchases of marketable securities	(80,968)		(104,932)		Purchases of marketable securities	(64,111)		(60,609)
Maturities and sales of marketable securities	Maturities and sales of marketable securities	74,783		97,751		Maturities and sales of marketable securities	65,874		60,667
Purchases of non-marketable investments	Purchases of non-marketable investments	(1,499)		(1,864)		Purchases of non-marketable investments	(1,311)		(1,412)
Maturities and sales of non-marketable investments	Maturities and sales of non-marketable investments	297		598		Maturities and sales of non-marketable investments	473		256

Acquisitions, net of cash acquired, and purchases of intangible assets	Acquisitions, net of cash acquired, and purchases of intangible assets	(373)		(368)		Acquisitions, net of cash acquired, and purchases of intangible assets	(355)		(1,974)
Other investing activities	Other investing activities	468		125		Other investing activities	531		53

Net cash used in investing activities	Net cash used in investing activities	(24,788)		(25,492)		Net cash used in investing activities	(10,295)		(14,457)
Financing activities	Financing activities					Financing activities
Net payments related to stock-based award activities	Net payments related to stock-based award activities	(3,566)		(4,073)		Net payments related to stock-based award activities	(2,716)		(4,637)

Repurchases of capital stock	Repurchases of capital stock	(12,298)		(23,245)		Repurchases of capital stock	(15,348)		(24,191)
Proceeds from issuance of debt, net of costs	Proceeds from issuance of debt, net of costs	317		11,761		Proceeds from issuance of debt, net of costs	1,898		7,599
Repayments of debt	Repayments of debt	(538)		(2,043)		Repayments of debt	(1,982)		(8,678)
Proceeds from sale of interest in consolidated entities, net	Proceeds from sale of interest in consolidated entities, net	202		2,462		Proceeds from sale of interest in consolidated entities, net	2,464		310
Net cash used in financing activities	Net cash used in financing activities	(15,883)		(15,138)		Net cash used in financing activities	(15,684)		(29,597)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(91)		(186)		Effect of exchange rate changes on cash and cash equivalents	(221)		40
Net increase (decrease) in cash and cash equivalents		(669)		1,631
Net decrease in cash and cash equivalents						Net decrease in cash and cash equivalents	(756)		(2,835)
Cash and cash equivalents at beginning of period	Cash and cash equivalents at beginning of period	16,701		18,498		Cash and cash equivalents at beginning of period	18,498		26,465
Cash and cash equivalents at end of period	Cash and cash equivalents at end of period	$	16,032	$	20,129	Cash and cash equivalents at end of period	$	17,742	$	23,630

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

Nature of Operations

Google was incorporated in California in September 1998 and re-incorporated in the State of Delaware in August 2003. In 2015, we implemented a holding company reorganization, and as a result, Alphabet ~~Inc. (Alphabet)~~ became the successor issuer to Google.

We generate revenues ~~primarily~~ by delivering relevant, cost-effective online ~~advertising.~~advertising, cloud-based solutions that provide customers with platforms, collaboration tools and services, and sales of other products and services, such as apps and in-app purchases, digital content and subscriptions for digital content, and hardware.

Basis of Consolidation

The consolidated financial statements of Alphabet include the accounts of Alphabet and entities consolidated under the variable interest and voting models. All intercompany balances and transactions have been eliminated.

Unaudited Interim Financial Information

The Consolidated Balance Sheet as of ~~September~~June 30, ~~2020,~~2021, the Consolidated Statements of Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2020,~~2021, the Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2020,~~2021, the Consolidated Statements of Stockholders' Equity for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2020~~2021 and the Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2020~~2021 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 ~~September~~June 30, ~~2020,~~2021, our results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2020,~~2021, and our cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2020.~~2021. The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2020.~~2021.

These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019~~2020 filed with the SEC.

Use of Estimates

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 allowance for credit losses, fair values of financial instruments, ~~non-marketable equity securities,~~ 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 assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

As of September 30, 2020 the impact of COVID-19 continues to unfold and the extent of the impact will depend on a number of factors, including the duration and severity of the pandemic; the uneven impact to certain industries; advances in testing, treatment and prevention; and the macroeconomic impact of government measures to contain the spread of the virus and related government stimulus measures. As a result, certain of our estimates and assumptions, including theThe allowance for credit losses ~~for~~on accounts receivable was $789 million and $579 million as of December 31, 2020 and June 30, 2021, respectively.

Change in Accounting Estimate

In January 2021, we completed an assessment of the ~~credit worthiness of customers entering into revenue arrangements, the valuation of non-marketable equity securities, including our impairment assessment, the fair values~~useful lives of our ~~financial instruments,~~servers and ~~income taxes, require increased judgment~~network equipment and ~~carry a higher degree of variability and volatility that could result in material changes to our estimates in future periods.~~

~~Accounts Receivable~~

~~Our payment terms for accounts receivable vary by~~adjusted the ~~type and location~~estimated useful life of our ~~customer~~servers from three years to four years and the ~~products~~estimated useful life of certain network equipment from three years to five years. This change in accounting estimate was effective beginning in fiscal year 2021. Based on the carrying value of servers and certain network equipment as of December 31, 2020, and those acquired during the six months ended June 30, 2021, the effect of this change in estimate was a reduction in depreciation expense of $721 million and $1.6 billion and an increase in net income of $561 million and $1.2 billion, or ~~services offered. The term between invoicing~~$0.84 and ~~when payment is due is not significant. For certain products or services~~$1.81 per basic and ~~customers, we require payment before~~$0.83 and $1.78 per diluted share, for the ~~products or services are delivered~~three and six months ended June 30, 2021, respectively.

Prior Period Reclassifications

Certain amounts in prior periods have been reclassified to ~~the customer.~~conform with current period presentation.

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We maintain an allowance for credit losses for accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the Consolidated Statements of Income. We assess collectibility by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when we identify specific customers with known disputes or collectibility issues. In determining the amount of the allowance for credit losses, we consider historical collectibility based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations. We also consider customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data.

For the nine months ended September 30, 2020, our assessment considered the impact of COVID-19 and estimates of expected credit and collectibility trends. Volatility in market conditions and evolving credit trends are difficult to predict and may cause variability and volatility that may have a material impact on our allowance for credit losses in future periods. The all~~owance for credit losses on accounts receivable was $275 million and $834 million as of December 31, 2019 and September 30, 2020, respectively.~~

~~Recently Adopted Accounting Pronouncements~~

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2016-13 ("ASU 2016-13") "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to certain available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes result in earlier recognition of credit losses. We adopted ASU 2016-13 using the modified retrospective approach as of January 1, 2020. The cumulative effect upon adoption was not material to our consolidated financial statements. See "Accounts Receivable" above as well as Note 3 for the effect on our consolidated financial statements.

~~Prior Period Reclassifications~~

Certain amounts in prior periods have been reclassified to conform with current period presentation. Hedging gains (losses), which were previously included in Google revenues, are now reported separately as a component of total revenues for all periods presented. See Note 2 for further details.

Note 2. Revenues

~~Disaggregated Revenues~~Revenue Recognition

The following table presents our revenues disaggregated by ~~revenue source~~type (in ~~millions, unaudited)~~millions). ~~Certain amounts in prior periods have been reclassified to conform with current period presentation.~~

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Google Search & other $ 24,741 $ 26,338 $ 70,930 $ 72,159
YouTube ads(1)
3,804 5,037 10,432 12,887
Google properties 28,545 31,375 81,362 85,046
Google Network Members' properties 5,251 5,720 15,515 15,679
Google advertising 33,796 37,095 96,877 100,725
Google Cloud 2,379 3,444 6,304 9,228
Google other(1)
4,050 5,478 11,750 15,037
Google revenues 40,225 46,017 114,931 124,990
Other Bets revenues 155 178 487 461
Hedging gains (losses) 119 (22) 364 178
Total revenues $ 40,499 $ 46,173 $ 115,782 $ 125,629

~~(1)~~ ~~YouTube non-advertising revenues are included in Google other revenues.~~


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	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2021		2020		2021
Google Search & other	$	21,319	$	35,845	$	45,821	$	67,724
YouTube ads	3,812		7,002		7,850		13,007
Google Network	4,736		7,597		9,959		14,397
Google advertising	29,867		50,444		63,630		95,128
Google other	5,124		6,623		9,559		13,117
Google Services total	34,991		57,067		73,189		108,245
Google Cloud	3,007		4,628		5,784		8,675
Other Bets	148		192		283		390
Hedging gains (losses)	151		(7)		200		(116)
Total revenues	$	38,297	$	61,880	$	79,456	$	117,194

The following table presents our revenues disaggregated by geography, based on the addresses of our customers (in ~~millions, unaudited)~~millions):


		Three Months Ended								Nine Months Ended									Three Months Ended								Six Months Ended
		September 30,								September 30,									June 30,								June 30,
		2019				2020				2019				2020					2020				2021				2020				2021
United States	United States	$	18,711	46	%	$	21,442	47	%	$	53,106	46	%	$	58,311	47	%	United States	$	17,999	47	%	$	28,208	46	%	$	36,869	47	%	$	53,240	45	%
EMEA(1)	EMEA(1)	12,565		31		13,924		30		36,546		32		38,132		30		EMEA(1)	11,363		30		19,084		31		24,208		30		36,115		31
APAC(1)	APAC(1)	6,814		17		8,458		18		19,446		17		22,641		18		APAC(1)	6,945		18		11,231		18		14,183		18		21,686		19
Other Americas(1)	Other Americas(1)	2,290		6		2,371		5		6,320		5		6,367		5		Other Americas(1)	1,839		5		3,364		5		3,996		5		6,269		5
Hedging gains (losses)	Hedging gains (losses)	119		0		(22)		0		364		0		178		0		Hedging gains (losses)	151		0		(7)		0		200		0		(116)		0
Total revenues	Total revenues	$	40,499	100	%	$	46,173	100	%	$	115,782	100	%	$	125,629	100	%	Total revenues	$	38,297	100	%	$	61,880	100	%	$	79,456	100	%	$	117,194	100	%

(1) Regions represent Europe, the Middle East, and Africa ("EMEA"); Asia-Pacific ("APAC"); and Canada and Latin America ("Other Americas").

Deferred Revenues and Remaining Performance Obligations

We record deferred revenues when cash payments are received or due in advance of our performance, including amounts which are refundable. ~~The increase in the~~Deferred revenues primarily relate to Google Cloud and Google other. Our total deferred revenue ~~balance for the nine months ended September 30, 2020~~ was ~~primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $1.6~~$3.0 billion ~~of revenues recognized that were included in the deferred revenue balance~~and $3.2 billion as of December 31, ~~2019.~~2020 and June 30, 2021, respectively. Of the total deferred revenue as of December 31, 2020, $1.8 billion was recognized as revenues during the six months ended June 30, 2021.

Additionally, we have performance obligations associated with commitments in customer contracts, primarily related to Google Cloud, for future services that have not yet been recognized ~~in revenue. This includes~~as revenues, also referred to as remaining performance obligations. Remaining performance obligations include related deferred revenue currently recorded ~~and~~as well as amounts that will be invoiced in future ~~periods. As of September 30, 2020, the amount not yet recognized in revenue from these commitments is $19.0 billion, which reflects our assessment of relevant contract terms~~periods, and ~~expectations of our customers’ intent and ability to utilize our services. This amount~~ excludes (i) contracts ~~(i)~~ with an original expected ~~length~~term of one year or less, (ii) cancellable contracts, and ~~(ii)~~(iii) contracts for which we recognize revenue at the amount to which we have the right to invoice for services performed. As of June 30, 2021, the amount not yet recognized as revenues from these commitments was$35.3 billion. We expect to recognize approximately half over the next24 months with the remaining thereafter. However, the amount and timing of revenue recognition is largely driven by when the customer ~~utilization,~~utilizes the services and our ability to deliver in accordance with relevant contract terms, which could ~~impact~~affect our estimate of the remaining ~~amount of commitments~~performance obligations and when we expect to recognize such as revenues.


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Note 3. Financial Instruments

Debt Securities

We classify ~~and account for~~ our marketable debt securities, which are accounted for as available-for-sale, within Level 2 in the fair value hierarchy because we use quoted market prices to the extent available or alternative pricing sources and ~~carry these securities at~~models utilizing market observable inputs to determine fair value.

~~We report the unrealized gains and losses, net of taxes, as a component of stockholders' equity, except for~~For certain ~~unrealized gains and losses recorded in other income (expense), net, described below.~~

For debt securities in an unrealized loss position, we determine whether a credit loss exists. The estimate of credit loss is determined by considering available information relevant to the collectibility of the security and information about past events, current conditions, and reasonable and supportable forecasts. The allowance for credit loss is recorded as a charge to other income (expense), net, not to exceed the amount of the unrealized loss. Any excess unrealized loss greater than the credit loss at a security level is recognized in accumulated other comprehensive income ("AOCI"). We assess expected credit losses at the end of each reporting period and adjust the allowance through other income (expense), net.

~~For certain~~marketable debt securities, we have elected the fair value option for which changes in fair value are recorded in other income (expense), net. The fair value option was elected for these securities to align with the unrealized gains and losses from related derivative contracts. Unrealized net gains related to debt securities still held where we have elected the fair value option were ~~$45~~$87 million and $52 million as of ~~September~~December 31, 2020 and June 30, ~~2020.~~2021, respectively. As of ~~September~~December 31, 2020 and June 30, ~~2020~~2021, the fair value of these debt securities was ~~$2.3 billion. Balances as of December 31, 2019 were not material.~~

~~We classify our marketable debt securities within Level 2 in the fair value hierarchy because we use quoted market prices to the extent available or alternative pricing sources~~$2.0 billion and ~~models utilizing market observable inputs to determine fair value.~~


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$2.8 billion, respectively.

The following tables summarize our debt securities, for which we did not elect the fair value option, by significant investment categories ~~as of December 31, 2019 and September 30, 2020~~ (in millions):


		As of December 31, 2019													As of December 31, 2020
		Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities			Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities
Level 2:	Level 2:													Level 2:
Time deposits(1)	Time deposits(1)	$	2,294	$	0	$	0	$	2,294	$	2,294	$	0	Time deposits(1)	$	3,564	$	0	$	0	$	3,564	$	3,564	$	0
Government bonds	Government bonds	55,033		434		(30)		55,437		4,518		50,919		Government bonds	55,156		793		(9)		55,940		2,527		53,413
Corporate debt securities	Corporate debt securities	27,164		337		(3)		27,498		44		27,454		Corporate debt securities	31,521		704		(2)		32,223		8		32,215
Mortgage-backed and asset-backed securities	Mortgage-backed and asset-backed securities	19,453		96		(41)		19,508		0		19,508		Mortgage-backed and asset-backed securities	16,767		364		(7)		17,124		0		17,124
Total	Total	$	103,944	$	867	$	(74)	$	104,737	$	6,856	$	97,881	Total	$	107,008	$	1,861	$	(18)	$	108,851	$	6,099	$	102,752


		As of September 30, 2020
		Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities			As of June 30, 2021
		(unaudited)													Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Cash and Cash Equivalents		Marketable Securities
Level 2:	Level 2:													Level 2:
Time deposits(1)	Time deposits(1)	$	2,009	$	0	$	0	$	2,009	$	2,009	$	0	Time deposits(1)	$	6,311	$	0	$	0	$	6,311	$	6,311	$	0
Government bonds	Government bonds	59,073		1,023		(9)		60,087		1,264		58,823		Government bonds	50,959		497		(50)		51,406		404		51,002
Corporate debt securities	Corporate debt securities	28,632		678		(20)		29,290		17		29,273		Corporate debt securities	34,476		444		(41)		34,879		0		34,879
Mortgage-backed and asset-backed securities	Mortgage-backed and asset-backed securities	17,149		381		(13)		17,517		0		17,517		Mortgage-backed and asset-backed securities	17,098		199		(33)		17,264		0		17,264
Total	Total	$	106,863	$	2,082	$	(42)	$	108,903	$	3,290	$	105,613	Total	$	108,844	$	1,140	$	(124)	$	109,860	$	6,715	$	103,145

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

We determine realized gains or losses on the sale or extinguishment of debt securities on a specific identification method. We recognized gross realized gains of ~~$85~~$306 million and ~~$127~~$116 million for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2020,~~2021, respectively, and ~~$250~~$563 million and ~~$690~~$251 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2020,~~2021, respectively. We recognized gross realized losses of ~~$36~~$88 million and $8$15 million for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2020,~~2021, respectively, and ~~$105~~$127 million and ~~$135~~$151 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2020,~~2021, respectively. We reflect these gains and losses as a component of other income (expense), net.

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


	As of September 30, 2020
~~Due in 1 year or less~~	$	~~21,943~~
~~Due in 1 year through 5 years~~	~~67,496~~
~~Due in 5 years through 10 years~~	~~5,237~~
~~Due after 10 years~~	~~13,204~~
~~Total~~	$	~~107,880~~

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The following table summarizes the estimated fair value of our investments in marketable debt securities by stated contractual maturity dates (in millions):


	As of June 30, 2021
Due in 1 year or less	$	20,663
Due in 1 year through 5 years	69,749
Due in 5 years through 10 years	3,297
Due after 10 years	12,245
Total	$	105,954

The following tables present fair values and gross unrealized losses recorded to AOCI, ~~as of December 31, 2019 and September 30, 2020,~~ 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, 2019													As of December 31, 2020
		Less than 12 Months				12 Months or Greater				Total					Less than 12 Months				12 Months or Greater				Total
		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss			Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Government bonds	Government bonds	$	6,752	$	(20)	$	4,590	$	(10)	$	11,342	$	(30)	Government bonds	$	5,516	$	(9)	$	3	$	0	$	5,519	$	(9)
Corporate debt securities	Corporate debt securities	1,665		(2)		978		(1)		2,643		(3)		Corporate debt securities	1,999		(1)		0		0		1,999		(1)
Mortgage-backed and asset-backed securities	Mortgage-backed and asset-backed securities	4,536		(13)		2,835		(28)		7,371		(41)		Mortgage-backed and asset-backed securities	929		(5)		242		(2)		1,171		(7)
Total	Total	$	12,953	$	(35)	$	8,403	$	(39)	$	21,356	$	(74)	Total	$	8,444	$	(15)	$	245	$	(2)	$	8,689	$	(17)


	As of June 30, 2021
	Less than 12 Months				12 Months or Greater				Total
	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Government bonds	$	19,730	$	(50)	$	0	$	0	$	19,730	$	(50)
Corporate debt securities	9,681		(24)		0		0		9,681		(24)
Mortgage-backed and asset-backed securities	5,044		(32)		174		(1)		5,218		(33)
Total	$	34,455	$	(106)	$	174	$	(1)	$	34,629	$	(107)

As of September 30, 2020
Less than 12 Months 12 Months or Greater Total
Fair Value Unrealized
Loss Fair Value Unrealized
Loss Fair Value Unrealized
Loss
(unaudited)
Government bonds $ 5,473 $ (9) $ 0 $ 0 $ 5,473 $ (9)
Corporate debt securities 5,764 (10) 0 0 5,764 (10)
Mortgage-backed and asset-backed securities 1,990 (8) 273 (5) 2,263 (13)
Total $ 13,227 $ (27) $ 273 $ (5) $ 13,500 $ (32)

~~For marketable debt securities, during~~During the three and six months ended ~~September~~June 30, 2020 and 2021, we ~~increased the allowance for~~did 0t recognize any significant credit losses ~~by $8 million. During the nine months ended September 30, 2020 we recognized an allowance for credit losses of $10 million~~ and the ending allowance balances for credit losses ~~was $10 million. See Note 7 for further details on other income (expense), net.~~were immaterial as of December 31, 2020 and June 30, 2021.

Equity Investments

The following discusses our marketable equity securities, non-marketable equity securities, gains and losses on marketable and non-marketable equity securities, as well as our equity securities accounted for under the equity method.

Our marketable equity securities are publicly traded stocks or funds measured at fair value and classified within Level 1 and 2 in the fair value hierarchy because we use quoted prices for identical assets in active markets or inputs that are based upon quoted prices for similar instruments in active markets. ~~All gains and losses on marketable equity securities, realized and unrealized, are recognized in other income (expense), net.~~

Our non-marketable equity securities are investments in privately held companies without readily determinable market values. The carrying value of our non-marketable equity securities is adjusted to fair value ~~for~~upon observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). We qualitatively assess whether indicators of impairment exist. Factors considered in our impairment assessment include the companies’ financial and liquidity position, access to capital resources, effects of COVID-19, and the time since the last adjustment to fair value, among others. If the assessment indicates that the investment is impaired, we estimate the fair value by using the best information available, which may include cash flow projections or other available market data.

~~All gains and losses, realized and unrealized, and impairments on non-marketable equity securities are recognized in other income (expense), net.~~ Non-marketable equity securities that have been remeasured during the period based on observable transactions are classified within Level 2 or Level 3 in the fair value hierarchy because we estimate the value based on valuation methods which may include a combination of the observable transaction price at the transaction date and other unobservable inputs including volatility, rights, and obligations of the securities we hold. The fair value of non-marketable equity securities that have been remeasured due to impairment are classified within Level 3.

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Gains and losses on marketable and non-marketable equity securities

Gains and losses ~~recorded~~reflected in other income (expense), net, for our marketable and non-marketable equity securities are summarized below (in ~~millions, unaudited)~~millions):

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Net gain (loss) on equity securities sold during the period $ (63) $ (5) $ 381 $ 426
Net unrealized gain (loss) on equity securities held as of the end of the period(1)
(1,465) 1,904 1,873 2,114
Total gain (loss) recognized in other income (expense), net $ (1,528) $ 1,899 $ 2,254 $ 2,540

~~(1)~~Includes net unrealized gain related to non-marketable equity securities of $166 million and $1.2 billion for the three months ended September 30, 2019 and 2020, respectively. Includes a net unrealized gain of $1.4 billion and $357 million for the nine months ended September 30, 2019 and 2020, respectively.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2021		2020		2021
Net gain (loss) on equity securities sold during the period	$	18	$	138	$	233	$	506
Net unrealized gain (loss) on equity securities held as of the end of the period	1,437		2,634		408		7,103
Total gain (loss) recognized in other income (expense), net	$	1,455	$	2,772	$	641	$	7,609

In the table above, net gain (loss) on equity securities sold during the period reflects the difference between the sale proceeds and the carrying value of the equity securities at the beginning of the period or the purchase date, if later.

Cumulative net gains (losses) on equity securities sold during the period, which is summarized in the following table (in ~~millions, unaudited)~~millions), represents the total net gains (losses) recognized after the initial purchase date of the equity security. While these net gains may have been reflected in periods prior to the period of sale, we believe they are important supplemental information as they reflect the economic realized net gains on the securities sold during the period. Cumulative net gains are calculated as the difference between the sale price and the initial purchase price for the equity security sold during the period.


		Equity Securities Sold									Equity Securities Sold
		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2019		2020		2019		2020			2020		2021		2020		2021
Total sale price	Total sale price	$	445	$	1,389	$	1,074	$	2,888	Total sale price	$	590	$	2,629	$	1,499	$	3,353
Total initial cost	Total initial cost	133		1,146		460		1,831		Total initial cost	424		409		685		766
Cumulative net gains(1)	Cumulative net gains(1)	$	312	$	243	$	614	$	1,057	Cumulative net gains(1)	$	166	$	2,220	$	814	$	2,587

(1)Cumulative net gains excludes cumulative losses of $684 million resulting from our equity derivatives, which hedged the changes in fair value of certain marketable equity securities sold during the second quarter of 2021. The associated derivative liabilities arising from these losses were settled against our holdings of the underlying equity securities.

Carrying value of marketable and non-marketable equity securities

The carrying value is measured as the total initial cost plus the cumulative net gain (loss). The carrying values for our marketable and non-marketable equity securities are summarized below (in millions):


		As of December 31, 2019							As of December 31, 2020
		Marketable Securities		Non-Marketable Securities		Total			Marketable Securities		Non-Marketable Securities		Total
Total initial cost	Total initial cost	$	1,935	$	8,297	$	10,232	Total initial cost	$	2,227	$	14,616	$	16,843
Cumulative net gain(1)		1,361		3,056		4,417
Cumulative net gain (loss)(1)								Cumulative net gain (loss)(1)	3,631		4,277		7,908
Carrying value(2)	Carrying value(2)	$	3,296	$	11,353	$	14,649	Carrying value(2)	$	5,858	$	18,893	$	24,751

(1)Non-marketable equity securities cumulative net gain (loss) is comprised of ~~$3.5~~$6.1 billion unrealized gains and ~~$445 million~~$1.9 billion unrealized losses (including impairment).

(2)The long-term portion of marketable equity securities of $429 million is included within other non-current assets.


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As of September 30, 2020
Marketable Securities(2)
Non-Marketable Securities Total
(unaudited)
Total initial cost $ 2,438 $ 9,615 $ 12,053
Cumulative net gain(1)
2,596 3,304 5,900
Carrying value $ 5,034 $ 12,919 $ 17,953


	As of June 30, 2021
	Marketable Securities(2)		Non-Marketable Securities		Total
Total initial cost	$	2,662	$	14,743	$	17,405
Cumulative net gain (loss)(1)	4,208		8,730		12,938
Carrying value(2)	$	6,870	$	23,473	$	30,343

(1)Non-marketable equity securities cumulative net gain (loss) is comprised of ~~$5.1~~$10.4 billion unrealized gains and ~~$1.8~~$1.7 billion unrealized losses (including impairment).

(2)The long-term portion of marketable equity securities of ~~$447~~$591 million is included within other non-current assets.

Marketable equity securities

The following table summarizes marketable equity securities measured at fair value by significant investment categories ~~as of December 31, 2019 and September 30, 2020~~ (in millions):


		As of December 31, 2019				As of September 30, 2020
		Cash and Cash Equivalents		Marketable Securities		Cash and Cash Equivalents		Marketable Securities			As of December 31, 2020				As of June 30, 2021
						(unaudited)					Cash and Cash Equivalents		Marketable Securities		Cash and Cash Equivalents		Marketable Securities
Level 1:	Level 1:									Level 1:
Money market funds	Money market funds	$	4,604	$	0	$	10,102	$	0	Money market funds	$	12,210	$	0	$	9,516	$	0
Marketable equity securities(1)(2)		0		3,046		0		4,626
Marketable equity securities(1)(2)										Marketable equity securities(1)(2)	0		5,470		0		6,514
		4,604		3,046		10,102		4,626			12,210		5,470		9,516		6,514
Level 2:	Level 2:									Level 2:
Mutual funds	Mutual funds	0		250		0		408		Mutual funds	0		388		0		356
Total	Total	$	4,604	$	3,296	$	10,102	$	5,034	Total	$	12,210	$	5,858	$	9,516	$	6,870

(1)The balance as of December 31, ~~2019~~2020 and ~~September~~June 30, ~~2020~~2021 includes investments that were reclassified from non-marketable equity securities following the ~~initial~~commencement of public ~~offering~~market trading of the ~~issuers.~~issuers or acquisition by public entities (certain of which are subject to short-term lock-up restrictions).

(2)~~The~~As of December 31, 2020 and June 30, 2021 the long-term portion of marketable equity securities of ~~$447~~$429 million and $591 million, respectively, is included within other non-current assets.

Non-marketable equity securities

The following is a summary of unrealized gains and losses recorded in other income (expense), net, and included as adjustments to the carrying value of non-marketable equity securities (in ~~millions, unaudited)~~millions):


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2019		2020		2019		2020			2020		2021		2020		2021
Unrealized gains	Unrealized gains	$	398	$	1,225	$	1,816	$	1,770	Unrealized gains	$	189	$	1,852	$	545	$	5,128
Unrealized losses (including impairment)	Unrealized losses (including impairment)	(232)		(27)		(370)		(1,413)		Unrealized losses (including impairment)	(98)		(65)		(1,395)		(67)
Total unrealized gain (loss) for non-marketable equity securities	Total unrealized gain (loss) for non-marketable equity securities	$	166	$	1,198	$	1,446	$	357	Total unrealized gain (loss) for non-marketable equity securities	$	91	$	1,787	$	(850)	$	5,061

During the three months ended ~~September~~June 30, ~~2020,~~2021, included in the ~~$12.9~~$23.5 billion of non-marketable equity securities, ~~$5.2~~$4.7 billion were measured at fair value primarily based on observable market transactions, resulting in a net unrealized gain o~~f $1.2~~of $1.8 billion.

Equity securities accounted for under the Equity Method

~~Equity~~As of December 31, 2020 and June 30, 2021, equity securities accounted for under the equity method had a carrying value of approximately ~~$1.3~~$1.4 billion ~~as of December 31, 2019~~ and ~~September 30, 2020.~~$1.6 billion, respectively. Our share of gains and losses including impairment are included as a component of other income (expense), net, in the Consolidated Statements of Income. See Note 76 for further details on other income (expense), net.

Derivative Financial Instruments

We enter into derivative instruments to manage risks relating to our ongoing business operations. The primary risk managed with derivative instruments is foreign exchange risk. We use foreign currency contracts to reduce the risk that our cash flows, earnings, and investment in foreign subsidiaries will be adversely affected by foreign

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currency exchange rate fluctuations. We also enter into derivative instruments to partially offset our exposure to other risks and enhance investment returns.

We recognize derivative instruments as either assets or liabilities in the Consolidated Balance Sheets at fair value and classify the derivatives primarily within Level 2 in the fair value hierarchy. We present our collar contracts (an option strategy comprised of a combination of purchased and written options) at net fair values where both the purchased and written options are with the same counterparty. For other derivative contracts, we present at gross fair values. We primarily record changes in the fair value in the Consolidated Statements of Income as either other income (expense), net, or revenues, or in the Consolidated Balance Sheets in AOCI, as discussed below.

We enter into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. Further, we enter into collateral security arrangements that provide for collateral to be received or pledged when the net fair value of certain financial instruments fluctuates from contractually established thresholds. Cash collateral received related to derivative instruments under our collateral security arrangements are included in other current assets with a corresponding liability. Cash and non-cash collateral pledged related to derivative instruments under our collateral security arrangements are included in other current assets.

Cash Flow Hedges

We designate foreign currency forward and option contracts (including collars) as cash flow hedges to hedge certain forecasted revenue transactions denominated in currencies other than the U.S. dollar. These contracts have maturities of 24 months or less.

Cash flow hedge amounts included in the assessment of hedge effectiveness are deferred in AOCI and subsequently reclassified to revenue when the hedged item is recognized in earnings. We exclude the change in forward points and time value from our assessment of hedge effectiveness. The initial value of the excluded component is amortized on a straight-line basis over the life of the hedging instrument and recognized in revenues. The difference between fair value changes of the excluded component and the amount amortized to revenues is recorded in AOCI. If the hedged transactions become probable of not occurring, the corresponding amounts in AOCI are ~~immediately~~ reclassified to other income (expense), ~~net.~~net in the period of de-designation.

As of ~~September~~June 30, ~~2020,~~2021, the net accumulated gain on our foreign currency cash flow hedges before tax effect was ~~$111~~$87 million, which is ~~expected~~expected to be reclassified from AOCI into earnings within the next 12 months.

Fair Value Hedges

We designate foreign currency forward contracts as fair value hedges to hedge foreign currency risks for our investments denominated in currencies other than the U.S. dollar. Fair value hedge amounts included in the assessment of hedge effectiveness are recognized in other income (expense), net, along with the offsetting gains and losses of the related hedged items. We exclude changes in forward points from the assessment of hedge effectiveness and recognize changes in the excluded component in other income (expense), net.

Net Investment Hedges

We designate foreign currency forward contracts as net investment hedges to hedge the foreign currency risks related to our investment in foreign subsidiaries. Net investment hedge amounts included in the assessment of hedge effectiveness are recognized in AOCI along with the foreign currency translation adjustment. We exclude changes in forward points from the assessment of hedge effectiveness and recognize changes in the excluded component in other income (expense), net.

Other Derivatives

Other derivatives not designated as hedging instruments consist primarily of foreign currency forward contracts that we use to hedge intercompany transactions and other monetary assets or liabilities denominated in currencies other than the ~~local~~functional currency of a subsidiary. Gains and losses on these contracts, as well as the related costs, are recognized in other income (expense), net, along with the foreign currency gains and losses on monetary assets and liabilities.

We also use derivatives not designated as hedging instruments to manage risks relating to interest rates, ~~equity and~~ commodity prices, credit exposures and to enhance investment returns.


~~Table of Contents~~			~~Alphabet Inc.~~

~~The gross notional amounts~~ Additionally, from time to time, we enter into derivatives to hedge the market price risk on certain of our ~~outstanding derivative instruments were as follows (in millions):~~

As of December 31, 2019 As of September 30, 2020
(unaudited)
Derivatives Designated as Hedging Instruments:
Foreign exchange contracts
    Cash flow hedges $ 13,207 $ 7,388
    Fair value hedges $ 455 $ 476
    Net investment hedges $ 9,318 $ 9,812
Derivatives Not Designated as Hedging Instruments:
Foreign exchange contracts $ 43,497 $ 38,367
Other contracts $ 117 $ 1,999

~~The fair values~~marketable equity securities. Gains (losses) arising from these derivatives are reflected within the "other" component of ~~our outstanding derivative instruments were as follows (in millions):~~

As of December 31, 2019

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 Other current and non-current assets $ 91 $ 253 $ 344
Other contracts Other current and non-current assets 0 1 1
Total $ 91 $ 254 $ 345
Derivative Liabilities:
Level 2:
Foreign exchange contracts Accrued expenses and other liabilities, current and non-current $ 173 $ 196 $ 369
Other contracts Accrued expenses and other liabilities, current and non-current 0 13 13
Total $ 173 $ 209 $ 382

other income (expense), net and the offsetting recognized gains (losses) on the marketable equity securities are reflected within the gain (loss) on equity


Table of Contents			Alphabet Inc.

As of September 30, 2020

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 Other current and non-current assets $ 291 $ 189 $ 480
Other contracts Other current and non-current assets $ 0 $ 13 $ 13
Total $ 291 $ 202 $ 493
Derivative Liabilities:
Level 2:
Foreign exchange contracts Accrued expenses and other liabilities, current and non-current $ 167 $ 175 $ 342
Other contracts Accrued expenses and other liabilities, current and non-current $ 0 $ 453 $ 453
Total $ 167 $ 628 $ 795
securities, net component of other income (expense), net. See Note 6 for further details on other income (expense), net.

The ~~gains (losses) on derivatives in cash flow hedging and net investment hedging relationships recognized in other comprehensive income ("OCI") are summarized below~~gross notional amounts of our outstanding derivative instruments were as follows (in ~~millions, unaudited)~~millions):

Gains (Losses) Recognized in OCI on Derivatives Before Tax Effect
Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Derivatives in Cash Flow Hedging Relationship:
Foreign exchange contracts
Amount included in the assessment of effectiveness $ 325 $ (37) $ 277 $ 331
Amount excluded from the assessment of effectiveness 6 (23) (13) (20)
Derivatives in Net Investment Hedging Relationship:
Foreign exchange contracts
Amount included in the assessment of effectiveness 328 (371) 309 (412)
Total $ 659 $ (431) $ 573 $ (101)


	As of December 31, 2020		As of June 30, 2021
Derivatives Designated as Hedging Instruments:
Foreign exchange contracts
Cash flow hedges	$	10,187	$	15,941
Fair value hedges	$	1,569	$	2,578
Net investment hedges	$	9,965	$	10,167
Derivatives Not Designated as Hedging Instruments:
Foreign exchange contracts	$	39,861	$	43,795
Other contracts	$	2,399	$	2,933

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


		As of December 31, 2020
	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	Other current and non-current assets	$	33	$	316	$	349
Other contracts	Other current and non-current assets	0		16		16
Total		$	33	$	332	$	365
Derivative Liabilities:
Level 2:
Foreign exchange contracts	Accrued expenses and other liabilities, current and non-current	$	395	$	185	$	580
Other contracts	Accrued expenses and other liabilities, current and non-current	0		942		942
Total		$	395	$	1,127	$	1,522


		As of June 30, 2021
	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	Other current and non-current assets	$	355	$	115	$	470
Other contracts	Other current and non-current assets	0		39		39
Total		$	355	$	154	$	509
Derivative Liabilities:
Level 2:
Foreign exchange contracts	Accrued expenses and other liabilities, current and non-current	$	61	$	201	$	262
Other contracts	Accrued expenses and other liabilities, current and non-current	0		93		93
Total		$	61	$	294	$	355


Table of Contents			Alphabet Inc.

The gains (losses) on derivatives in cash flow hedging and net investment hedging relationships recognized in other comprehensive income ("OCI") are summarized below (in millions):


	Gains (Losses) Recognized in OCI on Derivatives Before Tax Effect
	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2021		2020		2021
Derivatives in Cash Flow Hedging Relationship:
Foreign exchange contracts
Amount included in the assessment of effectiveness	$	(44)	$	(60)	$	368	$	102
Amount excluded from the assessment of effectiveness	(49)		(4)		3		45

Derivatives in Net Investment Hedging Relationship:
Foreign exchange contracts
Amount included in the assessment of effectiveness	(121)		(179)		(41)		199
Total	$	(214)	$	(243)	$	330	$	346

The effect of derivative instruments on income is summarized below (in ~~millions, unaudited)~~millions):

Gains (Losses) Recognized in Income
Three Months Ended
September 30,
2019 2020
Revenues Other income (expense), net Revenues Other income (expense), net
Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value hedges are recorded $ 40,499 $ (549) $ 46,173 $ 2,146
Gains (Losses) on Derivatives in Cash Flow Hedging Relationship:
Foreign exchange contracts
Amount of gains (losses) reclassified from AOCI to income $ 93 $ 0 $ (28) $ 0
Amount excluded from the assessment of effectiveness recognized in earnings based on an amortization approach 26 0 6 0
Gains (Losses) on Derivatives in Fair Value Hedging Relationship:
Foreign exchange contracts
Hedged items 0 (35) 0 14
Derivatives designated as hedging instruments 0 35 0 (14)
Amount excluded from the assessment of effectiveness 0 4 0 0
Gains (Losses) on Derivatives in Net Investment Hedging Relationship:
Foreign exchange contracts
Amount excluded from the assessment of effectiveness 0 62 0 20
Gains (Losses) on Derivatives Not Designated as Hedging Instruments:
Foreign exchange contracts 0 (233) 0 382
Other Contracts 0 0 0 (181)
Total gains (losses) $ 119 $ (167) $ (22) $ 221


	Gains (Losses) Recognized in Income
	Three Months Ended
	June 30,
	2020				2021
	Revenues		Other income (expense), net		Revenues		Other income (expense), net
Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value hedges are recorded	$	38,297	$	1,894	$	61,880	$	2,624

Gains (Losses) on Derivatives in Cash Flow Hedging Relationship:
Foreign exchange contracts
Amount of gains (losses) reclassified from AOCI to income	$	140	$	0	$	(3)	$	0
Amount excluded from the assessment of effectiveness recognized in earnings based on an amortization approach	11		0		(4)		0
Gains (Losses) on Derivatives in Fair Value Hedging Relationship:
Foreign exchange contracts
Hedged items	0		9		0		28
Derivatives designated as hedging instruments	0		(9)		0		(28)
Amount excluded from the assessment of effectiveness	0		1		0		2
Gains (Losses) on Derivatives in Net Investment Hedging Relationship:
Foreign exchange contracts
Amount excluded from the assessment of effectiveness	0		33		0		21
Gains (Losses) on Derivatives Not Designated as Hedging Instruments:
Foreign exchange contracts	0		(69)		0		(64)
Other Contracts	0		(211)		0		(142)
Total gains (losses)	$	151	$	(246)	$	(7)	$	(183)


Table of Contents			Alphabet Inc.


		Gains (Losses) Recognized in Income									Gains (Losses) Recognized in Income
		Nine Months Ended									Six Months Ended
		September 30,									June 30,
		2019				2020					2020				2021
		Revenues		Other income (expense), net		Revenues		Other income (expense), net			Revenues		Other income (expense), net		Revenues		Other income (expense), net
Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value hedges are recorded	Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value hedges are recorded	$	115,782	$	3,956	$	125,629	$	3,820	Total amounts presented in the Consolidated Statements of Income in which the effects of cash flow and fair value hedges are recorded	$	79,456	$	1,674	$	117,194	$	7,470

Gains (Losses) on Derivatives in Cash Flow Hedging Relationship:	Gains (Losses) on Derivatives in Cash Flow Hedging Relationship:									Gains (Losses) on Derivatives in Cash Flow Hedging Relationship:
Foreign exchange contracts	Foreign exchange contracts									Foreign exchange contracts
Amount of gains (losses) reclassified from AOCI to income	Amount of gains (losses) reclassified from AOCI to income	$	306	$	0	$	138	$	0	Amount of gains (losses) reclassified from AOCI to income	$	166	$	0	$	(108)	$	0
Amount excluded from the assessment of effectiveness recognized in earnings based on an amortization approach	Amount excluded from the assessment of effectiveness recognized in earnings based on an amortization approach	58		0		40		0		Amount excluded from the assessment of effectiveness recognized in earnings based on an amortization approach	34		0		(8)		0
Gains (Losses) on Derivatives in Fair Value Hedging Relationship:	Gains (Losses) on Derivatives in Fair Value Hedging Relationship:									Gains (Losses) on Derivatives in Fair Value Hedging Relationship:
Foreign exchange contracts	Foreign exchange contracts									Foreign exchange contracts
Hedged items	Hedged items	0		(26)		0		6		Hedged items	0		(8)		0		28
Derivatives designated as hedging instruments	Derivatives designated as hedging instruments	0		26		0		(6)		Derivatives designated as hedging instruments	0		8		0		(28)
Amount excluded from the assessment of effectiveness	Amount excluded from the assessment of effectiveness	0		24		0		2		Amount excluded from the assessment of effectiveness	0		2		0		4
Gains (Losses) on Derivatives in Net Investment Hedging Relationship:	Gains (Losses) on Derivatives in Net Investment Hedging Relationship:									Gains (Losses) on Derivatives in Net Investment Hedging Relationship:
Foreign exchange contracts	Foreign exchange contracts									Foreign exchange contracts
Amount excluded from the assessment of effectiveness	Amount excluded from the assessment of effectiveness	0		173		0		131		Amount excluded from the assessment of effectiveness	0		111		0		41
Gains (Losses) on Derivatives Not Designated as Hedging Instruments:	Gains (Losses) on Derivatives Not Designated as Hedging Instruments:									Gains (Losses) on Derivatives Not Designated as Hedging Instruments:
Foreign exchange contracts	Foreign exchange contracts	0		(387)		0		542		Foreign exchange contracts	0		160		0		(404)
Other Contracts	Other Contracts	0		0		0		(420)		Other Contracts	0		(239)		0		181
Total gains (losses)	Total gains (losses)	$	364	$	(190)	$	178	$	255	Total gains (losses)	$	200	$	34	$	(116)	$	(178)


Table of Contents			Alphabet Inc.

Offsetting of Derivatives

The gross amounts of our derivative instruments subject to master netting arrangements with various counterparties, and cash and non-cash collateral received and pledged under such agreements were as follows (in millions):

Offsetting of Assets


		As of December 31, 2019																As of December 31, 2020
								Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Legal Rights to Offset																Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Legal Rights to Offset
		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			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	Derivatives	$	365	$	(21)	$	344	$	(88)	(1)	$	(234)	$	0	$	22	Derivatives	$	397	$	(32)	$	365	$	(295)	(1)	$	(16)	$	0	$	54

		As of September 30, 2020																As of June 30, 2021
								Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Legal Rights to Offset																Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Legal Rights to Offset
		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			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	Derivatives	$	511	$	(18)	$	493	$	(315)	(1)	$	(121)	$	(1)	$	56	Derivatives	$	554	$	(45)	$	509	$	(208)	(1)	$	(190)	$	0	$	111

(1)The balances as of December 31, ~~2019~~2020 and ~~September~~June 30, ~~2020~~2021 were related to derivative liabilities which are allowed to be net settled against derivative assets in accordance with our master netting agreements.

Offsetting of Liabilities


		As of December 31, 2019																As of December 31, 2020
								Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Legal Rights to Offset																Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Legal Rights to Offset
		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			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	Derivatives	$	390	$	(21)	$	369	$	(88)	(2)	$	0	$	0	$	281	Derivatives	$	1,554	$	(32)	$	1,522	$	(295)	(2)	$	(1)	$	(943)	$	283

		As of September 30, 2020																As of June 30, 2021
								Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Legal Rights to Offset																Gross Amounts Not Offset in the Consolidated Balance Sheets, but Have Legal Rights to Offset
		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			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	Derivatives	$	813	$	(18)	$	795	$	(315)	(2)	$	0	$	(444)	$	36	Derivatives	$	400	$	(45)	$	355	$	(208)	(2)	$	(2)	$	(86)	$	59

(2) The balances as of December 31, ~~2019~~2020 and ~~September~~June 30, ~~2020~~2021 were related to derivative assets which are allowed to be net settled against derivative liabilities in accordance with our master netting agreements.

Note 4. ~~Leases~~Variable Interest Entities

Consolidated VIEs

We ~~have entered into operating~~consolidate VIEs in which we hold a variable interest and ~~finance lease agreements primarily for data centers, land~~are the primary beneficiary. The results of operations and ~~offices throughout the world with lease periods expiring betwe~~e~~n 2020 and 2063.~~financial position of these VIEs are included in our consolidated financial statements.


Table of Contents			Alphabet Inc.

~~Components of operating lease expense were as follows (in millions, unaudited):~~

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Operating lease cost $ 477 $ 582 $ 1,302 $ 1,649
Variable lease cost 134 159 392 454
Total operating lease cost $ 611 $ 741 $ 1,694 $ 2,103

~~Supplemental information related to operating leases is as follows (in millions, unaudited):~~

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Cash payments for operating leases $ 442 $ 527 $ 1,212 $ 1,450
New operating lease assets obtained in exchange for operating lease liabilities $ 1,045 $ 711 $ 3,498 $ 2,152

As of September 30, 2020, our operating leases had a weighted average remaining lease term of 9 years and a weighted average discount rate of 2.7%. Future lease payments under operating leases that have commenced as of September 30, 2020 were as follows (in millions, unaudited):

Operating Leases
Remainder of 2020 $ 446
2021 2,182
2022 2,048
2023 1,869
2024 1,616
Thereafter 6,775
Total future lease payments 14,936
Less imputed interest (2,417)
Total lease liability balance $ 12,519

As of September 30, 2020, we have entered into leases that have not yet commenced with future lease payments of $7.5 billion, excluding purchase options, that are not yet recorded on our Consolidated Balance Sheets. These leases will commence between 2020 and 2026 with non-cancelable lease terms of 1 to 25 years.

~~Note 5. Variable Interest Entities (VIEs)~~

~~Consolidated VIEs~~

We consolidate VIEs in which we hold a variable interest and are the primary beneficiary. We are the primary beneficiary because we have the power to direct activities that most significantly affect their economic performance and have the obligation to absorb the majority of their losses or benefits. The results of operations and financial position of these VIEs are included in our consolidated financial statements.

For certain consolidated VIEs, their assets are not available to us and their creditors do not have recourse to us. As of December 31, ~~2019~~2020 and ~~September~~June 30, ~~2020,~~2021, assets that can only be used to settle obligations of these VIEs were ~~$3.1~~$5.7 billion and ~~$5.5~~$7.3 billion, ~~respectively, and the~~respectively. The liabilities for which creditors only have recourse to the VIEs were ~~$1.2 billion and~~ $2.3 billion ~~respectively.~~for both periods.

Total noncontrolling interests ("NCI"), including redeemable noncontrolling interests ("RNCI"), in our consolidated subsidiaries ~~increased from $1.2~~was $3.9 billion ~~to $3.7~~and $4.4 billion ~~from~~as of December 31, ~~2019 to September~~2020 and June 30, ~~2020, primarily due to external investments in Waymo.~~2021, respectively. NCI and RNCI are included within additional paid-in capital. Net loss attributable to noncontrolling interests was not material for any period ~~presented.~~presented and is included within the "other" component of other income (expense), net. See Note 6 for further details on other income (expense), net.

Waymo

In June 2021, Waymo, a consolidated VIE, completed an investment round with additional funding of $2.5 billion, the majority of which represented investment from Alphabet. The investments from external parties were accounted for as equity transactions and resulted in recognition of noncontrolling interests. Waymo is a self-driving technology development company with a mission to make it safe and easy for people and things to get where they're going. ~~In the first half of 2020, Waymo completed its externally led investment round, bringing the total funding to $3.2 billion, which includes investment from Alphabet. No gain or loss was recognized.~~


~~Table of Contents~~			~~Alphabet Inc.~~

~~The investments related to external parties were accounted for as equity transactions and resulted in recognition of noncontrolling interests.~~

Unconsolidated VIEs

~~Certain of our non-marketable~~We have investments ~~including~~in some VIEs in which we are not the primary beneficiary. These VIEs include private companies that are primarily early stage companies and certain renewable energy ~~investments accounted for under the equity method and certain other investments~~entities in ~~private companies, are VIEs. The renewable energy entities'~~which activities involve power generation using renewable sources. ~~Private companies that we invest in are primarily early stage companies.~~

We have determined that the governance structures of these entities do not allow us to direct the activities that would significantly affect their economic performance. Therefore, we doare not ~~consolidate~~the primary beneficiary, and the results of operations and financial position of these VIEs are not included in our consolidated financial statements. We account for these investments as non-marketable equity investments or equity method investments.

~~Our maximum exposure to these unconsolidated~~ VIEs isare generally based on the current carrying value of the investments and any future funding commitments. We have determined that the single source of our exposure to these VIEs is our capital investments in them. The carrying value and maximum exposure of these unconsolidated VIEs were not material as of December 31, ~~2019~~2020 and ~~September~~June 30, ~~2020.~~2021.

Note 6.5. Debt

Short-Term Debt

We have a debt financing program of up to $5.0 billion through the issuance of commercial paper. Net proceeds from this program are used for general corporate purposes. We had 0 co0 ~~commercial~~mmercial paper outstanding as of December 31, ~~2019~~2020 and ~~September~~June 30, ~~2020.~~2021.

Our short-term debt balance also includes the current portion of certain long-term debt.

Long-Term Debt

In August 2020, Alphabet issued $10.0 billion of fixed-rate senior unsecured notes in 6 tranches (collectively, “2020 Notes”): $1.0 billion due in 2025, $1.0 billion due in 2027, $2.25 billion due in 2030, $1.25 billion due in 2040, $2.5 billion due in 2050 and $2.0 billion due in 2060. The 2020 Notes had a weighted average duration of 21.5 years and weighted average coupon rate of 1.57%. Of the total issuance, $5.75 billion was designated as Sustainability Bonds, the net proceeds of which are used to fund environmentally and socially responsible projects in the following eight areas: energy efficiency, clean energy, green buildings, clean transportation, circular economy and design, affordable housing, commitment to racial equity, and support for small business and COVID-19 crisis response. The remaining net proceeds are used for general corporate purposes.

The total outstanding debt is summarized below (in millions, except percentages):


		Maturity	Coupon Rate	Effective Interest Rate	As of December 31, 2019		As of September 30, 2020
							(unaudited)			Maturity	Coupon Rate	Effective Interest Rate	As of December 31, 2020		As of June 30, 2021
Debt	Debt								Debt
2011-2016 Notes Issuances		2021 - 2026	2.00% - 3.63%	2.23% - 3.73%	$	4,000	$	4,000
2020 Notes Issuance		2025 - 2060	0.45% - 2.25%	0.57% - 2.33%	0		10,000
2011-2020 Notes Issuances									2011-2020 Notes Issuances	2024 - 2060	0.45% - 3.38%	0.57% - 3.38%	$	14,000	$	13,000
Future finance lease payments, net(1)	Future finance lease payments, net(1)				711		1,196		Future finance lease payments, net(1)				1,201		1,608
Total debt	Total debt				4,711		15,196		Total debt				15,201		14,608
Unamortized discount and debt issuance costs	Unamortized discount and debt issuance costs				(42)		(173)		Unamortized discount and debt issuance costs				(169)		(163)
Less: Current portion of Notes(2)	Less: Current portion of Notes(2)				0		(999)		Less: Current portion of Notes(2)				(999)		0
Less: Current portion future finance lease payments, net(1)(2)	Less: Current portion future finance lease payments, net(1)(2)				(115)		(122)		Less: Current portion future finance lease payments, net(1)(2)				(101)		(117)
Total long-term debt	Total long-term debt				$	4,554	$	13,902	Total long-term debt				$	13,932	$	14,328

(1)Net of imputed interest.

(2)Total current portion of long-term debt is included within other accrued expenses and current liabilities. See Note 7.6.


Table of Contents			Alphabet Inc.

The notes in the table above are comprised of fixed-rate senior unsecured obligations and generally rank equally with each other. We may redeem the notes at any time in whole or in part at specified redemption prices. The effective interest rates are based on proceeds received with interest payable semi-annually.


~~Table of Contents~~			~~Alphabet Inc.~~

The total estimated fair value of the outstanding notes, including the current portion, was approximately ~~$4.1~~$14.0 billion and ~~$13.9~~$12.4 billion as of December 31, ~~2019~~2020 and ~~September~~June 30, ~~2020,~~2021, respectively. The fair value 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.

Credit Facility

As of ~~September~~June 30, ~~2020,~~2021, we have ~~$4.0~~$10.0 billion of revolving credit ~~facilities which expire in July 2023. The interest rate for the credit facilities is determined based on a formula using certain market rates.~~facilities. NaN amounts were outstanding under the credit facilities as of December 31, ~~2019~~2020 and ~~September~~June 30, ~~2020.~~2021.

In April 2021, we terminated the existing $4.0 billion revolving credit facilities, which were scheduled to expire in July 2023, and entered into 2 new revolving credit facilities in the amounts of $4.0 billion and $6.0 billion, which will expire in April 2022 and April 2026, respectively. The interest rates for the new credit facilities are determined based on a formula using certain market rates, as well as our progress toward the achievement of certain sustainability goals. No amounts have been borrowed under the new credit facilities.

Note 7.6. Supplemental Financial Statement Information

Property and Equipment, Net

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


		As of December 31, 2019		As of September 30, 2020
				(unaudited)			As of December 31, 2020		As of June 30, 2021
Land and buildings	Land and buildings	$	39,865	$	46,787	Land and buildings	$	49,732	$	55,910
Information technology assets	Information technology assets	36,840		42,883		Information technology assets	45,906		51,188
Construction in progress	Construction in progress	21,036		23,115		Construction in progress	23,111		21,825
Leasehold improvements	Leasehold improvements	6,310		7,303		Leasehold improvements	7,516		7,951
Furniture and fixtures	Furniture and fixtures	156		199		Furniture and fixtures	197		201
Property and equipment, gross	Property and equipment, gross	104,207		120,287		Property and equipment, gross	126,462		137,075
Less: accumulated depreciation	Less: accumulated depreciation	(30,561)		(38,651)		Less: accumulated depreciation	(41,713)		(45,378)
Property and equipment, net	Property and equipment, net	$	73,646	$	81,636	Property and equipment, net	$	84,749	$	91,697

Accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following (in millions):


		As of December 31, 2019		As of September 30, 2020
				(unaudited)			As of December 31, 2020		As of June 30, 2021
European Commission fines(1)	European Commission fines(1)	$	9,405	$	9,921	European Commission fines(1)	$	10,409	$	10,254
Payables to brokers for unsettled investment trades						Payables to brokers for unsettled investment trades	754		966
Accrued customer liabilities	Accrued customer liabilities	2,245		2,559		Accrued customer liabilities	3,118		2,865
Accrued purchases of property and equipment	Accrued purchases of property and equipment	2,411		2,157		Accrued purchases of property and equipment	2,197		2,387
Current operating lease liabilities	Current operating lease liabilities	1,199		1,535		Current operating lease liabilities	1,694		2,037
Other accrued expenses and current liabilities	Other accrued expenses and current liabilities	7,807		9,459		Other accrued expenses and current liabilities	10,459		10,472
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	$	23,067	$	25,631	Accrued expenses and other current liabilities	$	28,631	$	28,981

(1) Includes the effects of foreign exchange and interest. See Note 109 for further details.

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Table of Contents			Alphabet Inc.

Accumulated Other Comprehensive Income (Loss)

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


		Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Available-for-Sale Investments		Unrealized Gains (Losses) on Cash Flow Hedges		Total			Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Available-for-Sale Investments		Unrealized Gains (Losses) on Cash Flow Hedges		Total
Balance as of December 31, 2018		$	(1,884)	$	(688)	$	266	$	(2,306)
Cumulative effect of accounting change		0		0		(30)		(30)
Balance as of December 31, 2019										Balance as of December 31, 2019	$	(2,003)	$	812	$	(41)	$	(1,232)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(326)		1,613		222		1,509		Other comprehensive income (loss) before reclassifications	(266)		1,365		289		1,388
Amounts excluded from the assessment of hedge effectiveness recorded in AOCI	Amounts excluded from the assessment of hedge effectiveness recorded in AOCI	0		0		(13)		(13)		Amounts excluded from the assessment of hedge effectiveness recorded in AOCI	0		0		3		3
Amounts reclassified from AOCI	Amounts reclassified from AOCI	0		(107)		(249)		(356)		Amounts reclassified from AOCI	0		(318)		(137)		(455)
Other comprehensive income (loss)	Other comprehensive income (loss)	(326)		1,506		(40)		1,140		Other comprehensive income (loss)	(266)		1,047		155		936
Balance as of September 30, 2019		$	(2,210)	$	818	$	196	$	(1,196)
Balance as of June 30, 2020										Balance as of June 30, 2020	$	(2,269)	$	1,859	$	114	$	(296)


	Foreign Currency Translation Adjustments		Unrealized Gains (Losses) on Available-for-Sale Investments		Unrealized Gains (Losses) on Cash Flow Hedges		Total
Balance as of December 31, 2020	$	(864)	$	1,612	$	(115)	$	633
Other comprehensive income (loss) before reclassifications	(57)		(540)		92		(505)
Amounts excluded from the assessment of hedge effectiveness recorded in AOCI	0		0		45		45
Amounts reclassified from AOCI	0		(64)		81		17
Other comprehensive income (loss)	(57)		(604)		218		(443)
Balance as of June 30, 2021	$	(921)	$	1,008	$	103	$	190

Foreign Currency Translation Adjustments Unrealized Gains (Losses) on Available-for-Sale Investments Unrealized Gains (Losses) on Cash Flow Hedges Total
Balance as of December 31, 2019 $ (2,003) $ 812 $ (41) $ (1,232)
Other comprehensive income (loss) before reclassifications 193 1,346 264 1,803
Amounts excluded from the assessment of hedge effectiveness recorded in AOCI 0 0 (20) (20)
Amounts reclassified from AOCI 0 (391) (114) (505)
Other comprehensive income (loss) 193 955 130 1,278
Balance as of September 30, 2020 $ (1,810) $ 1,767 $ 89 $ 46

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

Gains (Losses) Reclassified from AOCI to the Consolidated Statements of Income
Three Months Ended Nine Months Ended
September 30, September 30,
AOCI Components Location 2019 2020 2019 2020
Unrealized gains (losses) on available-for-sale investments
Other income (expense), net $ 49 $ 93 $ 145 $ 496
Benefit (provision) for income taxes (10) (20) (38) (105)
Net of tax 39 73 107 391
Unrealized gains (losses) on cash flow hedges
Foreign exchange contracts Revenue 93 (28) 306 138
Interest rate contracts Other income (expense), net 1 1 4 4
Benefit (provision) for income taxes (19) 4 (61) (28)
Net of tax 75 (23) 249 114
Total amount reclassified, net of tax $ 114 $ 50 $ 356 $ 505


		Gains (Losses) Reclassified from AOCI to the Consolidated Statements of Income
		Three Months Ended				Six Months Ended
		June 30,				June 30,
AOCI Components	Location	2020		2021		2020		2021
Unrealized gains (losses) on available-for-sale investments
	Other income (expense), net	$	189	$	96	$	403	$	82
	Benefit (provision) for income taxes	(40)		(21)		(85)		(18)
	Net of income tax	149		75		318		64
Unrealized gains (losses) on cash flow hedges
Foreign exchange contracts	Revenue	140		(3)		166		(108)
Interest rate contracts	Other income (expense), net	2		2		3		3
	Benefit (provision) for income taxes	(27)		5		(32)		24
	Net of income tax	115		4		137		(81)
Total amount reclassified, net of income tax		$	264	$	79	$	455	$	(17)

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Table of Contents			Alphabet Inc.

Other Income (Expense), Net

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


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2019		2020		2019		2020			2020		2021		2020		2021
Interest income	Interest income	$	631	$	460	$	1,806	$	1,479	Interest income	$	433	$	389	$	1,019	$	734
Interest expense(1)	Interest expense(1)	(23)		(48)		(83)		(82)		Interest expense(1)	(13)		(76)		(34)		(152)
Foreign currency exchange gain (loss), net	Foreign currency exchange gain (loss), net	41		(84)		63		(257)		Foreign currency exchange gain (loss), net	(92)		(51)		(173)		62
Gain (loss) on debt securities, net	Gain (loss) on debt securities, net	49		116		145		515		Gain (loss) on debt securities, net	387		111		399		25
Gain (loss) on equity securities, net	Gain (loss) on equity securities, net	(1,528)		1,899		2,254		2,540		Gain (loss) on equity securities, net	1,455		2,772		641		7,609
Performance fees	Performance fees	227		(135)		(333)		(204)		Performance fees	(75)		(523)		(69)		(1,188)
Income (loss) and impairment from equity method investments, net	Income (loss) and impairment from equity method investments, net	(14)		26		(70)		46		Income (loss) and impairment from equity method investments, net	(54)		92		20		97
Other	Other	68		(88)		174		(217)		Other	(147)		(90)		(129)		283
Other income (expense), net	Other income (expense), net	$	(549)	$	2,146	$	3,956	$	3,820	Other income (expense), net	$	1,894	$	2,624	$	1,674	$	7,470

(1)Interest expense is net of interest capitalized of ~~$46~~$57 million and ~~$53~~$45 million for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2020,~~2021, respectively, and ~~$113~~$109 million and ~~$162~~$92 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2020,~~2021, respectively.

Note 8.7. Acquisitions

~~During~~Fitbit

In January 2021, we closed the ~~nine months ended September 30, 2020, we completed acquisitions~~acquisition of Fitbit, Inc. for $2.1 billion. The addition of Fitbit to Google Services is expected to help spur innovation in wearable devices.

The assets acquired and ~~purchases~~liabilities assumed were recorded at fair value. The purchase price excludes post acquisition compensation arrangements. The purchase price was attributed to $440 million cash acquired, $590 million of intangible assets, ~~for total consideration~~$1.2 billion of ~~approximately $387 million, net of cash acquired. In aggregate, $139 million was attributed to intangible assets, $204 million to~~ goodwill and ~~$44~~$92 million toof net ~~assets acquired. These acquisitions generally enhance the breadth and depth of our offerings and expand our expertise in engineering and other functional areas.~~

~~Pro forma results of operations for these acquisitions have not been presented because they are not material to the consolidated results of operations, either individually or~~liabilities assumed. Goodwill was recorded in the ~~aggregate.~~

~~For all intangible assets acquired~~Google Services segment and ~~purchased during~~primarily attributable to synergies expected to arise after the ~~nine months ended September 30, 2020, patents and developed technology have a weighted-average useful life of 3.8 years, customer relationships have a weighted-average useful life of 4.8 years, and trade names and other have a weighted-average useful life of 5.0 years.~~

~~Pending Acquisition of Fitbit~~

~~In November 2019, we entered into an agreement~~acquisition. Goodwill is not expected to ~~acquire Fitbit, a leading wearables brand,~~be deductible for $7.35 per share, representing a total purchase price of approximately $2.1 billion as of the date of the agreement. While we still expect to secure the necessary regulatory approvals and to close the transaction in 2020, the time frame may extend beyond that.tax purposes.

Note 9.8. Goodwill and Other Intangible Assets

Goodwill

Changes in the carrying amount of goodwill for the ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 were as follows (in ~~millions, unaudited)~~millions):


		Google		Other Bets		Total Consolidated			Google Services		Google Cloud		Other Bets		Total
Balance as of December 31, 2019		$	19,921	$	703	$	20,624
Balance as of December 31, 2020								Balance as of December 31, 2020	$	18,517	$	1,957	$	701	$	21,175
Acquisitions	Acquisitions	204		0		204		Acquisitions	1,221		5		1		1,227

Foreign currency translation and other adjustments	Foreign currency translation and other adjustments	46		(4)		42		Foreign currency translation and other adjustments	13		1		(10)		4
Balance as of September 30, 2020		$	20,171	$	699	$	20,870
Balance as of June 30, 2021								Balance as of June 30, 2021	$	19,751	$	1,963	$	692	$	22,406

Other Intangible Assets

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


	As of December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Patents and developed technology	$	4,639	$	3,649	$	990
Customer relationships	266		49		217
Trade names and other	699		461		238
Total	$	5,604	$	4,159	$	1,445

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~~Other Intangible Assets~~


	As of June 30, 2021
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Patents and developed technology	$	4,824	$	3,927	$	897
Customer relationships	464		93		371
Trade names and other	861		503		358
Total	$	6,149	$	4,523	$	1,626

~~Information regarding purchased~~For all intangible assets ~~were as follows (in millions):~~

As of December 31, 2019
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount
Patents and developed technology $ 4,972 $ 3,570 $ 1,402
Customer relationships 254 30 224
Trade names and other 703 350 353
Total $ 5,929 $ 3,950 $ 1,979

acquired and purchased during the six months ended June 30, 2021, patents and developed technology have a weighted
-average useful lif

As of September 30, 2020
Gross
Carrying
Amount Accumulated
Amortization Net
Carrying
Amount
(unaudited)
Patents and developed technology $ 4,612 $ 3,552 $ 1,060
Customer relationships 235 39 196
Trade names and other 700 436 264
Total $ 5,547 $ 4,027 $ 1,520
e of 4.0 years, customer relationships have a weighted-average useful life of 3.8 years, and trade names and other have a weighted-average useful life of 10.0 years.

Amortization expense relating to purchased intangible assets was ~~$188~~$194 million and ~~$189~~$215 million for the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2020,~~2021, respectively, and ~~$594~~$398 million and ~~$587~~$432 million for the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2020,~~2021, respectively.

As of ~~September~~June 30, ~~2020,~~2021, expected amortization expense relating to purchased intangible assets for each of the next five years and thereafter was as follows (in ~~millions, unaudited)~~millions):

Remainder of 2020 $ 181
2021 694
2022 354
2023 81
2024 57
Thereafter 153
Total $ 1,520


Remainder of 2021	$	430
2022	507
2023	226
2024	197
2025	74
Thereafter	192
Total	$	1,626

Note ~~10.~~9. Contingencies

Indemnifications

In the normal course of business, including to facilitate transactions in our services and products and corporate activities, we indemnify certain parties, including advertisers, Google Network ~~Members,~~partners, customers of Google Cloud offerings, lessors, and ~~lessors~~service providers with respect to certain matters. We have agreed to hold certain parties harmless against losses arising from a breach of representations or covenants, or out of intellectual property infringement or other claims made against certain parties. Several of these agreements limit the time within which an indemnification claim can be made and the amount of the claim. In addition, we have entered into indemnification agreements with our officers and directors, and our bylaws contain similar indemnification obligations to our agents.

It is not possible to make a reasonable estimate of the maximum potential amount under these indemnification agreements due to the unique facts and circumstances involved in each particular agreement. Additionally, we have a limited history of prior indemnification claims and the payments we have made under such agreements have not had a material adverse effect on our results of operations, cash flows, or financial position. However, to the extent that valid indemnification claims arise in the future, future payments by us could be significant and could have a material adverse effect on our results of operations or cash flows in a particular period.

As of ~~September~~June 30, ~~2020,~~2021, we did not have any material indemnification claims that were probable or reasonably possible.


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Legal Matters

Antitrust Investigations

On November 30, 2010, the EC's Directorate General for Competition opened an investigation into various antitrust-related complaints against us.

On June 27, 2017, the EC announced its decision that certain actions taken by Google regarding its display and ranking of shopping search results and ads infringed European competition law. The EC decision imposed a €2.4 billion ($2.7 billion as of June 27, 2017) fine. On September 11, 2017, we appealed the EC decision and on September 27, 2017, we implemented product changes to bring shopping ads into compliance with the EC's decision. We recognized a charge of $2.7 billion for the fine in the second quarter of 2017.


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On July 18, 2018, the EC announced its decision that certain provisions in Google’s Android-related distribution agreements infringed European competition law. The EC decision imposed a €4.3 billion ($5.1 billion as of June 30, 2018) fine and directed the termination of the conduct at issue. On October 9, 2018, we appealed the EC decision. On October 29, 2018, we implemented changes to certain of our Android distribution practices. We recognized a charge of $5.1 billion for the fine in the second quarter of 2018.

On March 20, 2019, the EC announced its decision that certain contractual provisions in agreements that Google had with AdSense for Search partners infringed European competition law. The EC decision imposed a fine of €1.5 billion ($1.7 billion as of March 20, 2019) and directed actions related to AdSense for Search partners' agreements, which we implemented prior to the decision. On June 4, 2019, we appealed the EC decision. We recognized a charge of $1.7 billion for the fine in the first quarter of 2019.

While each EC decision is under appeal, we included the fines in accrued expenses and other current liabilities on our Consolidated Balance Sheets as we provided bank guarantees (in lieu of a cash payment) for the fines.

From time to time we are subject to formal and informal inquiries and investigations on competition matters by ~~competition~~regulatory authorities in the United States, Europe, and other jurisdictions. ~~For example, in~~In August 2019, we began receiving civil investigative demands from the U.S. Department of Justice ("DOJ") requesting information and documents relating to our prior antitrust investigations and certain aspects of our business. ~~On October 20, 2020, the~~The DOJ and 11a number of state Attorneys General filed a lawsuit on October 20, 2020 alleging that Google violated U.S. antitrust laws relating to Search and Search advertising. Separately, on December 16, 2020, a number of state Attorneys General filed an antitrust complaint against Google in the United States District Court for the Eastern District of Texas, alleging that Google violated U.S. antitrust laws as well as state deceptive trade laws relating to its advertising technology. On June 22, 2021, the EC opened a formal investigation into Google's advertising technology business practices. On July 7, 2021, a number of state Attorneys General filed an antitrust complaint against us in the United States District Court for the Northern District of California, alleging that Google’s operation of Android and Google Play violated U.S. antitrust laws and state antitrust and consumer protection laws. We believe ~~this complaint is~~these complaints are without merit and will defend ourselves vigorously. The DOJ and state Attorneys General continue their investigations into certain aspects of our business. We continue to cooperate with federal and state regulators in the United States, the EC, and other regulators around the world.

Patent and Intellectual Property Claims

We have had patent, copyright, trade secret, and trademark infringement lawsuits filed against us claiming that certain of our products, services, and technologies infringe others' intellectual property rights. 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. As a result, we may have to change our business practices, and develop 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 in an ITC action can 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 against certain intellectual property infringement claims, 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. In addition, 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 affect our business.

In 2010, Oracle America, Inc. ("Oracle") brought a copyright lawsuit against Google in the Northern District of California, alleging that Google's Android operating system infringes Oracle's copyrights related to certain Java application programming ~~interfaces.~~interfaces (“Java APIs”). After trial, final judgment was entered by the district court in favor of Google on June 8, 2016, and the court decided post-trial motions in favor of Google. Oracle appealed and on March 27, 2018, the ~~appeals court~~Federal Circuit Court of Appeals reversed and remanded the case for a trial on damages. On May 29, 2018, we filed a petition for a rehearing at the Federal Circuit, and on August 28, 2018, the Federal Circuit denied the petition. On January 24, 2019, we filed a petition to the Supreme Court of the United States to review ~~this~~the case. On April 29, 2019, the Supreme Court requested the views of the Solicitor General regarding our petition. On September 27, 2019, the


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Solicitor General recommended denying our petition, and we provided our response on October 16, 2019. On November 15, 2019, the Supreme Court granted our petition and made a decision to review the case. The Supreme Court heard oral arguments in our case on October 7, 2020. IfOn April 5, 2021, the Supreme Court ~~does not rule in our favor,~~reversed the Federal Circuit's ruling and found that Google’s use of the Java APIs was a fair use as a matter


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of law. The Supreme Court remanded the case ~~will be remanded~~to the Federal Circuit for further proceedings in conformity with the Supreme Court opinion. On May 14, 2021, the Federal Circuit entered an order affirming the district court’s final judgment in favor of Google. On June 21, 2021, the Federal Circuit issued a mandate returning the case to the district court, ~~for further determination of the remaining issues in~~and the case ~~including damages, if any. 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.~~now concluded.

Other

We are also regularly subject to claims, suits, regulatory and government investigations, and other proceedings involving competition, intellectual property, privacy, tax and related compliance, 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, regulatory and government investigations, and other proceedings could result in substantial fines and penalties, injunctive relief, ongoing auditing and monitoring obligations, changes to our products and services, alterations to our business models and operations, and collateral related civil ~~or criminal penalties,~~litigation or other adverse ~~consequences.~~consequences, all of which could harm our business, reputation, financial condition, and operating results.

Certain of these outstanding matters include speculative, substantial or indeterminate monetary amounts. 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 reasonably possible loss. We evaluate 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 matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually or in aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such matters is inherently unpredictable and subject to significant uncertainties.

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

Non-Income Taxes

We are under audit by various domestic and foreign tax authorities with regards to non-income tax matters. The subject matter of non-income tax audits primarily arises from disputes on the tax treatment and tax rate applied to the sale of our products and services in these jurisdictions and the tax treatment of certain employee benefits. We accrue non-income taxes that may result from examinations by, or any negotiated agreements with, these tax authorities when a loss is probable and reasonably estimable. If we determine that a loss is reasonably possible and the loss or range of loss can be estimated, we disclose the reasonably possible loss. ~~We believe these matters are not material and/or without merit and we are defending ourselves vigorously.~~ Due to the inherent complexity and uncertainty of these matters and judicial process in certain jurisdictions, the final outcome may be materially different from our expectations.

For information regarding income tax contingencies, see Note ~~14.~~13.

Note ~~11.~~10. Stockholders' Equity

Share Repurchases

~~In July 2019, the Board of Directors of Alphabet authorized the company to repurchase up to $25.0 billion of its Class C capital stock, which was completed during the third quarter of 2020.~~ In July 2020, the Board of Directors of Alphabet authorized the company to repurchase up to ~~an additional~~ $28.0 billion of its Class C capital stock, which was completed during the second quarter of 2021. In April 2021, the Board of Directors of Alphabet authorized the company to repurchase up to an additional $50.0 billion of its Class C capital stock. In July 2021, the Alphabet board approved an amendment to the April 2021 authorization, permitting the company to repurchase both Class A and Class C shares in a manner deemed in the best interest of the company and its stockholders, taking into account the economic cost and prevailing market conditions, including the relative trading prices and volumes of the Class A and Class C shares. As of ~~September~~June 30, ~~2020,~~ 2021~~$25.5~~, $43.5 billion remains available for repurchase. The repurchases are being executed from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. The repurchase program does not have an expiration date.

During the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, we repurchased and subsequently retired ~~5.2~~5.4 million and ~~16.8~~11.1 million shares of Alphabet Class C capital stock for an aggregate amount of ~~$7.9~~$12.8 billion and ~~$23.2~~$24.2 billion, respectively.

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Note ~~12.~~11. 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)~~amounts):

Three Months Ended September 30,
2019 2020
Class A Class B Class C Class A Class B Class C
Basic net income per share:
Numerator
Allocation of undistributed earnings $ 3,059 $ 475 $ 3,534 $ 4,973 $ 763 $ 5,511
Denominator
Number of shares used in per share computation 299,835 46,515 346,391 300,411 46,108 332,930
Basic net income per share $ 10.20 $ 10.20 $ 10.20 $ 16.55 $ 16.55 $ 16.55
Diluted net income per share:
Numerator
Allocation of undistributed earnings for basic computation $ 3,059 $ 475 $ 3,534 $ 4,973 $ 763 $ 5,511
Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares 475 0 0 763 0 0
Reallocation of undistributed earnings (24) (4) 24 (53) (7) 53
Allocation of undistributed earnings $ 3,510 $ 471 $ 3,558 $ 5,683 $ 756 $ 5,564
Denominator
Number of shares used in basic computation 299,835 46,515 346,391 300,411 46,108 332,930
Weighted-average effect of dilutive securities
Add:
Conversion of Class B to Class A common shares outstanding 46,515 0 0 46,108 0 0
Restricted stock units and other contingently issuable shares 381 0 5,077 47 0 6,355
Number of shares used in per share computation 346,731 46,515 351,468 346,566 46,108 339,285
Diluted net income per share $ 10.12 $ 10.12 $ 10.12 $ 16.40 $ 16.40 $ 16.40


	Three Months Ended June 30,
	2020						2021
	Class A		Class B		Class C		Class A		Class B		Class C
Basic net income per share:
Numerator
Allocation of undistributed earnings	$	3,055	$	473	$	3,431	$	8,321	$	1,265	$	8,939

Denominator
Number of shares used in per share computation	299,308		46,355		336,105		300,485		45,692		322,781



Basic net income per share	$	10.21	$	10.21	$	10.21	$	27.69	$	27.69	$	27.69
Diluted net income per share:
Numerator

Allocation of undistributed earnings for basic computation	$	3,055	$	473	$	3,431	$	8,321	$	1,265	$	8,939


Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares	473		0		0		1,265		0		0
Reallocation of undistributed earnings	(26)		(3)		26		(149)		(19)		149
Allocation of undistributed earnings	$	3,502	$	470	$	3,457	$	9,437	$	1,246	$	9,088




Denominator
Number of shares used in basic computation	299,308		46,355		336,105		300,485		45,692		322,781
Weighted-average effect of dilutive securities
Add:
Conversion of Class B to Class A common shares outstanding	46,355		0		0		45,692		0		0

Restricted stock units and other contingently issuable shares	92		0		5,164		15		0		10,639
Number of shares used in per share computation	345,755		46,355		341,269		346,192		45,692		333,420



Diluted net income per share	$	10.13	$	10.13	$	10.13	$	27.26	$	27.26	$	27.26

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		Nine Months Ended September 30,													Six Months Ended June 30,
		2019						2020							2020						2021
		Class A		Class B		Class C		Class A		Class B		Class C			Class A		Class B		Class C		Class A		Class B		Class C
Basic net income per share:	Basic net income per share:													Basic net income per share:
Numerator	Numerator													Numerator
Allocation of undistributed earnings	Allocation of undistributed earnings	$	10,218	$	1,588	$	11,866	$	11,004	$	1,697	$	12,341	Allocation of undistributed earnings	$	6,042	$	935	$	6,818	$	16,330	$	2,485	$	17,640

Denominator	Denominator													Denominator
Number of shares used in per share computation	Number of shares used in per share computation	299,493		46,549		347,818		299,934		46,266		336,361		Number of shares used in per share computation	299,642		46,383		338,092		300,610		45,742		324,737

Basic net income per share	Basic net income per share	$	34.12	$	34.12	$	34.12	$	36.69	$	36.69	$	36.69	Basic net income per share	$	20.16	$	20.16	$	20.16	$	54.32	$	54.32	$	54.32
Diluted net income per share:	Diluted net income per share:													Diluted net income per share:
Numerator	Numerator													Numerator

Allocation of undistributed earnings for basic computation	Allocation of undistributed earnings for basic computation	$	10,218	$	1,588	$	11,866	$	11,004	$	1,697	$	12,341	Allocation of undistributed earnings for basic computation	$	6,042	$	935	$	6,818	$	16,330	$	2,485	$	17,640

Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares	Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares	1,588		0		0		1,697		0		0		Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares	935		0		0		2,485		0		0
Reallocation of undistributed earnings	Reallocation of undistributed earnings	(83)		(13)		83		(103)		(14)		103		Reallocation of undistributed earnings	(53)		(7)		53		(269)		(36)		269
Allocation of undistributed earnings	Allocation of undistributed earnings	$	11,723	$	1,575	$	11,949	$	12,598	$	1,683	$	12,444	Allocation of undistributed earnings	$	6,924	$	928	$	6,871	$	18,546	$	2,449	$	17,909

Denominator	Denominator													Denominator
Number of shares used in basic computation	Number of shares used in basic computation	299,493		46,549		347,818		299,934		46,266		336,361		Number of shares used in basic computation	299,642		46,383		338,092		300,610		45,742		324,737
Weighted-average effect of dilutive securities	Weighted-average effect of dilutive securities													Weighted-average effect of dilutive securities
Add:	Add:													Add:
Conversion of Class B to Class A common shares outstanding	Conversion of Class B to Class A common shares outstanding	46,549		0		0		46,266		0		0		Conversion of Class B to Class A common shares outstanding	46,383		0		0		45,742		0		0

Restricted stock units and other contingently issuable shares	Restricted stock units and other contingently issuable shares	448		0		5,369		105		0		5,715		Restricted stock units and other contingently issuable shares	135		0		5,394		17		0		9,736
Number of shares used in per share computation	Number of shares used in per share computation	346,490		46,549		353,187		346,305		46,266		342,076		Number of shares used in per share computation	346,160		46,383		343,486		346,369		45,742		334,473

Diluted net income per share	Diluted net income per share	$	33.83	$	33.83	$	33.83	$	36.38	$	36.38	$	36.38	Diluted net income per share	$	20.00	$	20.00	$	20.00	$	53.54	$	53.54	$	53.54

For the periods presented above, the net income per share amounts are the same for Class A and Class B common stock and Class C capital stock because the holders of each class are entitled to equal per share dividends or distributions in liquidation in accordance with the Amended and Restated Certificate of Incorporation of Alphabet Inc.

Note ~~13.~~12. Compensation Plans

Stock-Based Compensation

For the three months ended ~~September~~June 30, ~~2019~~2020 and ~~2020,~~2021, total stock-based compensation ("SBC") expense was ~~$2.8~~$3.5 billion an~~d $3.3~~and $4.0 billion, ~~respectively,~~ including amounts associated with awards we expect to settle in Alphabet stock of ~~$2.6~~$3.3 billion and ~~$3.1~~$3.7 billion, ~~respectively.~~ respectively. For the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 and ~~2020,~~2021, total SBC expense was ~~$8.6~~$6.8 billion and ~~$10.1~~$7.8 billion, ~~respectively,~~ including amounts associated with awards we expect to settle in Alphabet stock of ~~$8.2~~$6.5 billion and ~~$9.6~~$7.4 billion, ~~respectively.~~respectively.

Stock-Based Award Activities

The following table summarizes the activities for our unvested restricted stock units ("RSUs") in Alphabet stock for the ~~nine~~six months ended ~~September~~June 30, ~~2020 (unaudited):~~2021:


		Unvested Restricted Stock Units				Unvested Restricted Stock Units
		Number of Shares	Weighted- Average Grant-Date Fair Value			Number of Shares	Weighted- Average Grant-Date Fair Value
Unvested as of December 31, 2019		19,394,236	$	1,055.22
Unvested as of December 31, 2020					Unvested as of December 31, 2020	19,288,793	$	1,262.13
Granted	Granted	11,635,680	$	1,394.72	Granted	9,082,093	$	1,810.91
Vested	Vested	(8,437,980)	$	1,071.16	Vested	(5,491,338)	$	1,315.93
Forfeited/canceled	Forfeited/canceled	(951,715)	$	1,150.93	Forfeited/canceled	(973,555)	$	1,396.04
Unvested as of September 30, 2020		21,640,221	$	1,228.65
Unvested as of June 30, 2021					Unvested as of June 30, 2021	21,905,993	$	1,475.11

As of ~~September~~June 30, ~~2020,~~2021, there was ~~$24.6~~ $30.6 billion of unrecognized compensation cost related to unvested employee RSUs. This amount is expected to be recognized over a weighted-average period of ~~2.6 years~~.2.7 years.

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Note ~~14.~~13. Income Taxes

~~Our~~The following table presents our provision for income taxes (in millions, except for effective tax rate for the three months ended September 30, 2020 was lower than the U.S. federal statutory rate, primarily due to the Foreign-Derived Intangible Income tax benefit, the U.S. Research and Development Tax Credit, and stock-based compensation related tax benefits. Our effective tax rate is based on forecasted annual results which may fluctuate through the rest of the year, in particular due to COVID-19.rate):

Our effective tax rate for the three months ended September 30, 2019 was lower than the U.S. federal statutory rate primarily due to foreign earnings taxed at lower rates and the U.S. Research and Development Tax Credit, partially offset by changes in unrecognized tax benefits.


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2021			2020			2021
Provision for income taxes	$	1,318		$	3,460		$	2,239		$	6,813
Effective tax rate	15.9		%	15.7		%	14.0		%	15.7		%

We are subject to income taxes in the U.S. and foreign jurisdictions. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. Our total gross unrecognized tax benefits were ~~$3.4~~$3.8 billion and ~~$3.7~~$4.6 billion as of December 31, ~~2019~~2020 and ~~September~~June 30, ~~2020.~~2021, respectively. Our total unrecognized tax benefits that, if recognized, would affect our effective tax rate were ~~$2.3~~$2.6 billion and ~~$2.5~~$3.2 billion as of December 31, ~~2019~~2020 and ~~September~~June 30, ~~2020.~~2021, respectively. Although the timing of the resolution, settlement, and closure of audits is not certain, we do not believe it is reasonably possible that our unrecognized tax benefits will materially change in the next 12 months.

For information regarding non-income taxes, see Note ~~10.~~9.

Note ~~15.~~14. Information about Segments and Geographic Areas

~~We operate~~Beginning in the fourth quarter of 2020, we report our ~~business in multiple operating segments.~~segment results as Google ~~is our only reportable segment. None of our other segments meet the quantitative thresholds to qualify as reportable segments; therefore, the other operating segments are combined~~Services, Google Cloud, and ~~disclosed as~~ Other ~~Bets.~~

~~Our reported segments are:~~Bets:

•Google ~~– Google~~Services includes ~~our main~~ products and services such as ads, Android, Chrome, hardware, Google ~~Cloud, Google~~ Maps, Google Play, Search, and YouTube. ~~Our technical infrastructure is also included in Google.~~ Google Services generates revenues primarily from advertising; sales of apps, in-app purchases, digital content products, and hardware; and ~~licensing~~fees received for subscription-based products such as YouTube Premium and ~~service fees, including~~YouTube TV.

•Google Cloud includes Google’s infrastructure and data analytics platforms, collaboration tools, and other services for enterprise customers. Google Cloud generates revenues primarily from fees received for Google Cloud ~~offerings~~Platform services and ~~subscription-based products.~~Google Workspace collaboration tools.

•~~Other Bets –~~ Other Bets is a combination of multiple operating segments that are not individually material. ~~Other Bets includes Access, Calico, CapitalG, GV, Verily, Waymo, and X, among others.~~ Revenues from the Other Bets are derived primarily through the sale of internet services ~~through Access~~ as well as licensing and R&D ~~services through Verily.~~services.

~~Starting in the quarter ending December 31, 2020 we will disclose Google Cloud as a separate segment.~~

Revenues ~~cost of revenues,~~ and certain costs, such as costs associated with content and traffic acquisition, certain engineering, and hardware costs and other operating expenses, are ~~generally~~ directly ~~attributed~~attributable to our segments. ~~Inter-segment revenues~~Due to the integrated nature of Alphabet, other costs and expenses, such as technical infrastructure and office facilities, are ~~not presented separately,~~managed centrally at a consolidated level. The associated costs, including depreciation and impairment, are allocated to operating segments as ~~these amounts~~a service cost generally based on usage or headcount.

Unallocated corporate costs primarily include corporate initiatives, corporate shared costs, such as finance and legal, including certain fines and settlements, as well as costs associated with certain shared research and development activities. Additionally, hedging gains (losses) related to revenue are ~~immaterial.~~ included in corporate costs.

Our Chief Operating Decision Maker does not evaluate operating segments using asset information.

~~Information about segments during the periods presented were as follows (in millions, unaudited):~~

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Revenues:
Google $ 40,225 $ 46,017 $ 114,931 $ 124,990
Other Bets 155 178 487 461
Hedging gains (losses) 119 (22) 364 178
Total revenues $ 40,499 $ 46,173 $ 115,782 $ 125,629

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Information about segments during the periods presented were as follows (in millions). For comparative purposes, amounts in prior periods have been recast:

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Operating income (loss):
Google $ 10,746 $ 12,589 $ 30,214 $ 29,431
Other Bets (941) (1,103) (2,798) (3,340)
Reconciling items(1)
(628) (273) (2,451) (518)
Total income from operations $ 9,177 $ 11,213 $ 24,965 $ 25,573


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2021		2020		2021
Revenues:
Google Services	$	34,991	$	57,067	$	73,189	$	108,245
Google Cloud	3,007		4,628		5,784		8,675
Other Bets	148		192		283		390
Hedging gains (losses)	151		(7)		200		(116)
Total revenues	$	38,297	$	61,880	$	79,456	$	117,194

~~(1)~~ Reconciling items are generally comprised of corporate administrative costs, hedging gains (losses) and other miscellaneous items that are not allocated to individual segments. Reconciling items for the three and nine months ended September 30, 2019 include a charge from a legal settlement. Reconciling items for the nine months ended September 30, 2019 also include the EC fine for which we recognized a charge in the first quarter of 2019.


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2021		2020		2021
Operating income (loss):
Google Services	$	9,539	$	22,343	$	21,087	$	41,889
Google Cloud	(1,426)		(591)		(3,156)		(1,565)
Other Bets	(1,116)		(1,398)		(2,237)		(2,543)
Corporate costs, unallocated	(614)		(993)		(1,334)		(1,983)
Total income from operations	$	6,383	$	19,361	$	14,360	$	35,798

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Capital expenditures:
Google $ 7,228 $ 5,465 $ 18,658 $ 15,964
Other Bets 71 120 195 320
Reconciling items(2)
(567) (179) (1,357) 518
Total capital expenditures as presented on the Consolidated Statements of Cash Flows $ 6,732 $ 5,406 $ 17,496 $ 16,802

~~(2)~~ Reconciling items are related to timing differences of payments as segment capital expenditures are on accrual basis while total capital expenditures shown on the Consolidated Statements of Cash Flow are on cash basis and other miscellaneous differences.

~~Stock-based compensation and depreciation, amortization, and impairment are included in segment operating income (loss) as shown below (in millions, unaudited):~~

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Stock-based compensation:
Google $ 2,470 $ 2,921 $ 7,682 $ 9,035
Other Bets 117 130 365 401
Reconciling items(3)
34 66 103 200
Total stock-based compensation(4)
$ 2,621 $ 3,117 $ 8,150 $ 9,636
Depreciation, amortization, and impairment:
Google $ 2,837 $ 3,383 $ 8,122 $ 9,688
Other Bets 83 95 246 281
Reconciling items(3)
0 0 0 3
Total depreciation, amortization, and impairment $ 2,920 $ 3,478 $ 8,368 $ 9,972

~~(3)~~ ~~Reconciling items relate to corporate administrative and other costs that are not allocated to individual segments.~~

~~(4)~~ For ~~purposes of segment reporting, SBC represents awards that we expect to settle in Alphabet stock.~~


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revenues by geography, see Note 2.

The following table presents our long-lived assets by geographic area, which includes property and equipment, net and operating lease assets (in millions):


		As of December 31, 2019		As of September 30, 2020
				(unaudited)			As of December 31, 2020		As of June 30, 2021
Long-lived assets:	Long-lived assets:					Long-lived assets:
United States	United States	$	94,907	$	101,405	United States	$	69,315	$	74,993
International	International	28,424		33,469		International	27,645		29,682
Total long-lived assets	Total long-lived assets	$	123,331	$	134,874	Total long-lived assets	$	96,960	$	104,675

~~For revenues by geography, see Note 2.~~

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ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Please read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included under Part I, Item 1 of this Quarterly Report on Form 10-Q.

~~Executive Overview of Results~~

~~Below are our key financial results for the three months ended September 30, 2020 (consolidated unless otherwise noted):~~

•~~Revenues of $46.2 billion and revenue growth of 14% year over year, constant currency revenues growth of 15% year over year.~~

•~~Google segment revenues of $46.0 billion with revenue growth of 14% year over year and Other Bets revenues of $178 million with revenue growth of 15% year over year.~~

•~~Revenues from the United States, EMEA, APAC, and Other Americas were $21.4 billion, $13.9 billion, $8.5 billion, and $2.4 billion, respectively.~~

•~~Cost of revenues was $21.1 billion, consisting of TAC of $8.2 billion and other cost of revenues of $13.0 billion. TAC as a percentage of advertising revenues ("TAC rate") was 22.0%.~~

•~~Operating expenses (excluding cost of revenues) were $13.8 billion.~~

•~~Income from operations was $11.2 billion.~~

•~~Other income (expense), net, was a gain of $2.1 billion.~~

•~~Effective tax rate was 15.8%.~~

•~~Net income was $11.2 billion with diluted net income per share of $16.40.~~

•~~Operating cash flow was $17.0 billion.~~

•~~Capital expenditures were $5.4 billion.~~

•Number of employees was 132,121 as of September 30, 2020. The majority of new hires during the quarter were engineers and product managers. By product area, the largest headcount additions were in Google Cloud.

The Impact of COVID-19 on our Results and Operations

In late 2019, an outbreak of COVID-19 emerged and by March 11, 2020 was declared a global pandemic by The World Health Organization. Across the United States and the world, governments and municipalities instituted measures in an effort to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions and the closure of non-essential businesses. The macroeconomic impacts of COVID-19 are significant and continue to evolve, as exhibited by, among other things, a rise in unemployment, changes in consumer behavior, and market volatility.

We began to observe the impact of COVID-19 on our financial results ~~late~~ in March 2020 when, despite an increase in users' search activity, our advertising revenues declined compared to the ~~quarter ended March 31, 2020.~~prior year due to a shift of user search activity to less commercial topics and reduced spending by our advertisers. For the quarter ended June 30, 2020, our advertising revenues declined ~~compared to the prior year~~ due to the continued impacts of COVID-19 and the related reductions in global economic activity. During the course of the quarter ended June 30, 2020, we observed a gradual return in user search activity to more commercial topics, followed by increased spending by our ~~advertisers. During~~advertisers that continued throughout the ~~quarter ended September 30,~~second half of 2020. Additionally, over the course of 2020, ~~our advertising revenues benefited from increased spending by our advertisers.~~

We continue to assess the realized and potential credit deterioration of our customers due to changes in the macroeconomic environment, which has been reflected in our allowance for credit losses for accounts receivable. We have, and may, experiencewe experienced variability in our margins as many of our expenses are less variable in nature and/or may not correlate to changes in ~~revenues, including costs associated with our data centers and facilities as well as employee compensation. In addition, market~~revenues. Market volatility ~~has~~ contributed to fluctuations in the valuation of our equity investments. Further, our assessment of the credit deterioration of our customers due to changes in the macroeconomic environment during the period was reflected in our allowance for credit losses for accounts receivable.

~~While~~During the first half of 2021, we continued to ~~make investments~~benefit from elevated consumer activity online and broad-based increases in ~~land and buildings for data centers, offices and information technology infrastructure, we have slowed the pace of our investments, primarily as it relates to office facilities.~~

Looking ahead, the ongoing impact of COVID-19 on our business continues to evolve and be unpredictable. For example, to the extent the pandemic continues to disrupt economic activity globally we, like other businesses,

are not immune to continued adverse impacts to our business, operations and financial results from prolonged decreases in advertising spend, changes in user behavior and preferences, credit deterioration and liquidity of our customers, depressed economic activity, or volatility in capital markets. The extent of the impact will depend on a number of factors, including the duration and severity of the pandemic; the uneven impact to certain industries; advances in testing, treatment and prevention; the macroeconomic impact of government measures to contain the spread of the virus and related government stimulus measures. To address the potential impact to our business, over the near-term, we continue to evaluate the pace of our investment plans, including, but not limited to, our hiring, investments in data centers, servers, network equipment, real estate and facilities, marketing and travel spending, as well as taking certain measures to support our customers, employees, and communities we operate in. At the same time, we believe the current environment is accelerating digital transformation and we remainadvertiser spending. We remained focused on innovating and investing in the services we offer to consumers and ~~businesses.~~businesses to support our long-term growth. For example, ~~as it relates to Google Cloud,~~ we ~~continue~~continued to invest ~~aggressively~~ in our ~~go-to-market capabilities, product development and~~ technical infrastructure and data centers. Additionally, our margins benefited from revenue growth while many of our expenses remained less variable in nature and/or may not correlate to ~~support long term growth. The ongoing~~changes in revenues. These factors, combined with the adverse impact of COVID-19 in the prior year, particularly during the quarter ended June 30, 2020, positively affected year-over-year growth trends. Further, year-over-year trends benefited from a reduction in depreciation expense due to the change in the estimated useful life of our servers and certain network equipment beginning in the ~~extent~~first quarter of ~~these measures~~2021; we ~~may implement could have a material impact~~expect the effect of this change in estimate to decline through the remainder of the year (for further details see Note 1 of the Notes to Consolidated Financial Statements included in Part 1, Item 1 of this Quarterly Report on Form 10-Q). The COVID-19 pandemic continues to evolve, be unpredictable and affect our business and financial results. Our past results may not be indicative of our future performance, and historical trends in our financial results may differ materially.

~~Information about Segments~~

We operate our business in multiple operating segments. Google is our only reportable segment. None of our other segments meet the quantitative thresholds to qualify as reportable segments; therefore, the other operating segments are combined and disclosed as Other Bets.

~~Our reported segments are:~~

•Google – Google includes our main products such as ads, Android, Chrome, hardware, Google Cloud, Google Maps, Google Play, Search, and YouTube. Our technical infrastructure is also included in Google. Google generates revenues primarily from advertising; sales of apps, in-app purchases, digital content products, and hardware; and licensing and service fees, including fees received for Google Cloud offerings and subscription-based products.

•~~Other Bets – Other Bets is a combination~~See Part II Item 7, "Impact of ~~multiple operating segments that are not individually material. Other Bets includes Access, Calico, CapitalG, GV, Verily, Waymo, and X, among others. Revenues from~~COVID-19" in our Annual Report on Form 10-K for the ~~Other Bets are derived primarily through the sale of internet services through Access as well as licensing and R&D services through Verily.~~

~~Starting in the quarter ending~~year ended December 31, 2020 ~~we will disclose Google Cloud as a separate segment.~~for more information.

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Executive Overview

The following table summarizes our consolidated financial results (in millions, except for per share information and percentages).


	Three Months Ended
	June 30,
	2020			2021
Revenues	$	38,297		$	61,880
Change in revenues year over year	(2)		%	62		%
Change in constant currency revenues year over year	0		%	57		%

Operating income	$	6,383		$	19,361
Operating margin	17		%	31		%

Other income (expense), net	$	1,894		$	2,624

Net Income	$	6,959		$	18,525
Diluted EPS	$	10.13		$	27.26

•Total revenues were $61.9 billion, an increase of 62% year over year, primarily driven by an increase in Google Services segment revenues of $22.1 billion or 63% and an increase in Google Cloud segment revenues of $1.6 billion or 54%. The adverse effect of COVID-19 on the prior year comparable period's advertising revenues contributed to the year-over-year increase. Revenues from the United States, EMEA, APAC, and Other Americas were $28.2 billion, $19.1 billion, $11.2 billion, and $3.4 billion, respectively.

•Total cost of revenues was $26.2 billion, an increase of 41% year over year. TAC was $10.9 billion, an increase of 63% year over year, primarily driven by an increase in revenues subject to TAC. Other cost of revenues were $15.3 billion, an increase of 29% year over year, affected by a reduction in depreciation expense due to the change in the estimated useful life of our servers and certain network equipment.

•Operating expenses (excluding cost of revenues) were $16.3 billion, an increase of 22% year over year, primarily driven by headcount growth and increases in advertising and promotional expenses as well as charges related to legal matters.

Other information

•Operating cash flow was $21.9 billion for the three months ended June 30, 2021.

•Capital expenditures, which primarily included investments in technical infrastructure, were $5.5 billion for the three months ended June 30, 2021.

•Number of employees was 144,056 as of June 30, 2021.

Our Segments

Beginning in the fourth quarter of 2020, we report our segment results as Google Services, Google Cloud, and Other Bets:

•Google Services includes products and services such as ads, Android, Chrome, hardware, Google Maps, Google Play, Search, and YouTube. Google Services generates revenues primarily from advertising; sales of apps, in-app purchases, digital content products, and hardware; and fees received for subscription-based products such as YouTube Premium and YouTube TV.

•Google Cloud includes Google’s infrastructure and data analytics platforms, collaboration tools, and other services for enterprise customers. Google Cloud generates revenues primarily from fees received for Google Cloud Platform ("GCP") services and Google Workspace collaboration tools.

•Other Bets is a combination of multiple operating segments that are not individually material. Revenues from the Other Bets are derived primarily through the sale of internet services as well as licensing and R&D services.


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Financial Results

Revenues

The following table presents our revenues by ~~segment and revenue source~~type (in ~~millions, unaudited)~~millions). ~~Certain amounts in prior periods have been reclassified to conform with current period presentation:~~


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2019		2020		2019		2020			2020		2021		2020		2021
Google Search & other	Google Search & other	$	24,741	$	26,338	$	70,930	$	72,159	Google Search & other	$	21,319	$	35,845	$	45,821	$	67,724
YouTube ads~~(1)~~	YouTube ads~~(1)~~	3,804		5,037		10,432		12,887		YouTube ads~~(1)~~	3,812		7,002		7,850		13,007
Google properties		28,545		31,375		81,362		85,046
Google Network Members' properties		5,251		5,720		15,515		15,679
Google Network										Google Network	4,736		7,597		9,959		14,397
Google advertising	Google advertising	33,796		37,095		96,877		100,725		Google advertising	29,867		50,444		63,630		95,128
Google other										Google other	5,124		6,623		9,559		13,117
Google Services total										Google Services total	34,991		57,067		73,189		108,245
Google Cloud	Google Cloud	2,379		3,444		6,304		9,228		Google Cloud	3,007		4,628		5,784		8,675
Google other(1)		4,050		5,478		11,750		15,037
Google revenues		40,225		46,017		114,931		124,990
Other Bets revenues		155		178		487		461
Other Bets										Other Bets	148		192		283		390
Hedging gains (losses)	Hedging gains (losses)	119		(22)		364		178		Hedging gains (losses)	151		(7)		200		(116)
Total revenues	Total revenues	$	40,499	$	46,173	$	115,782	$	125,629	Total revenues	$	38,297	$	61,880	$	79,456	$	117,194

~~(1)~~ ~~YouTube non-advertising revenues are included in~~ Google ~~other revenues.~~Services

Google advertising revenues

~~In addition to the impact of COVID-19, our~~Our advertising revenue growth, as well as the change in paid clicks and cost-per-click on Google Search & other properties and the change in impressions and cost-per-impression on Google Network ~~Members'~~partners' properties ("Google Network properties") and the correlation between these items, have been affected and may continue to be affected by various factors, including:

•advertiser competition for keywords;

•changes in advertising quality, formats, delivery or policy;

•changes in device mix;

•changes in foreign currency exchange rates;

•fees advertisers are willing to pay based on how they manage their advertising costs;

•general economic ~~conditions;~~conditions including the impact of COVID-19;

•seasonality; and

•traffic growth in emerging markets compared to more mature markets and across various advertising verticals and channels.

Our advertising revenue growth rate has been affected over time as a result of a number of factors, including challenges in maintaining our growth rate as revenues increase to higher levels; changes in our product mix; changes in advertising quality or formats and delivery; the evolution of the online advertising market; increasing competition; our investments in new business strategies; query growth rates; and shifts in the geographic mix of our revenues. We also expect that our revenue growth rate will continue to be affected by evolving user preferences, the acceptance by users of our products and services as they are delivered on diverse devices and modalities, our ability to create a seamless experience for both users and advertisers, and movements in foreign currency exchange rates.

~~The following table presents our Google advertising revenues (in millions, unaudited):~~

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Google Search & other $ 24,741 $ 26,338 $ 70,930 $ 72,159
YouTube ads(1)
3,804 5,037 10,432 12,887
Google Network Members' properties 5,251 5,720 15,515 15,679
Google advertising $ 33,796 $ 37,095 $ 96,877 $ 100,725
Google advertising revenues as a percentage of Google segment revenues 84.0 % 80.6 % 84.3 % 80.6 %

~~(1)~~ ~~YouTube non-advertising revenues are included in Google other revenues.~~


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~~Google advertising revenues are generated on our Google properties (including Google Search & other properties and YouTube) and Google Network Members’ properties.~~ Google advertising revenues consist primarily of the following:

•Google Search & other consists of revenues generated on Google search properties (including revenues from traffic generated by search distribution partners who use Google.com as their default search in browsers, toolbars, etc.) and other Google owned and operated properties like Gmail, Google Maps, and Google Play;

•YouTube ads consists of revenues generated ~~primarily~~ on YouTube properties; and

•Google Network ~~Members' properties consist~~consists of revenues generated ~~primarily~~ on Google Network ~~Members'~~ properties participating in AdMob, AdSense, and Google Ad Manager.


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Google Search & other

~~Our~~ Google Search & other revenues increased ~~$1,597 million~~$14.5 billion and ~~$1,229 million~~$21.9 billion from the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively. The ~~overall growth~~increase was primarily driven by a number of interrelated factors ~~including~~as well as the adverse effect of COVID-19 on the prior year comparable period. The interrelated factors included increases in search queries resulting from ~~ongoing~~ growth in user adoption and usage, primarily on mobile devices, growth in advertiser ~~activity,~~spending, and improvements we have made in ad formats and delivery. ~~This increase was partially offset by volatility~~The adverse effect of COVID-19 on prior year comparable period revenues included a shift in user activity to less commercial topics and reduced advertiser ~~spending throughout the nine months ended September 30, 2020 driven by the impact of COVID-19.~~spend.

YouTube ads

YouTube ads revenues increased ~~$1,233 million and $2,455 million~~$3.2 billion from the three ~~and nine~~ months ended ~~September~~June 30, ~~2019~~2020 to the three ~~and nine~~ months ended ~~September~~June 30, 2021, driven by growth for our brand and direct response advertising products. The increase in revenues of $5.2 billion from the six months ended June 30, 2020 ~~respectively. The increase~~to the six months ended June 30, 2021 was ~~primarily~~ driven by our direct response and brand advertising products. Growth for our brand advertising products ~~which benefited from~~was driven by both increased spending by our advertisers in the current period and the adverse effect of COVID-19 on prior year comparable period revenues. Growth for our direct response advertising products was primarily driven by increased advertiser spending as well as improvements to ad formats and delivery and increased advertiser spending. For the three months ended September 30, 2020, growth was also driven by an increase in revenues for our brand advertising products primarily due to increased advertiser spending. For the nine months ended September 30, 2020, brand advertising revenues were adversely impacted by volatility in advertiser spending driven by the impact of COVID-19.delivery.

Google Network

Google Network ~~Members' properties~~

~~Our Google Network Members' properties~~ revenues increased ~~$469 million~~$2.9 billion and $4.4 billion from the three and six months ended ~~September~~June 30, ~~2019~~2020 to the three and six months ended ~~September~~June 30, ~~2020.~~2021, respectively. The increase was primarily driven by strength in ~~both AdMob~~Google Ad Manager and ~~Ad Manager.~~

Our Google Network Members' properties revenues increased $164 million from the nine months ended September 30, 2019 to the nine months ended September 30, 2020 primarily driven by an increase in revenues for AdMob. ~~This~~The increase was ~~partially offset~~also affected by ~~a decline in revenues for AdSense due to~~ reduced advertiser spending driven by the ~~impact~~effect of ~~COVID-19.~~COVID-19 in the prior year comparable period.

Use of Monetization Metrics

Paid clicks for our Google Search & other properties represent engagement by users and include clicks on advertisements by end-users ~~related to searches~~ on ~~Google.com~~Google search properties and other owned and operated properties including Gmail, Google Maps, and Google ~~Play; and~~Play. Historically, we included certain viewed YouTube engagement ads ~~(certain~~and the related revenues in our paid clicks and cost-per-click monetization metrics. Over time, advertising on YouTube adhas expanded to multiple advertising formats ~~are not~~and the type of viewed engagement ads historically included in ~~our click or impression based metrics).~~ paid clicks and cost-per-click metrics have increasingly covered a smaller portion of YouTube advertising revenues. As a result, beginning in the fourth quarter of 2020, we removed these ads and the related revenues from the paid clicks and cost-per-click metrics. The revised metrics presented below provide a better understanding of monetization trends on the properties included within Google Search & other, as they now more closely correlate with the related changes in revenues.

Impressions for ~~our~~ Google Network ~~Members'~~ properties include impressions displayed to users served on Google Network ~~Members'~~ properties participating primarily in AdMob, AdSense and Google Ad Manager.

Cost-per-click is defined as click-driven revenues divided by our total number of paid clicks and represents the average amount we charge advertisers for each engagement by users.

Cost-per-impression is defined as impression-based and click-based revenues divided by our total number of impressions and represents the average amount we charge advertisers for each impression displayed to users.

As our business evolves, we periodically review, refine and update our methodologies for monitoring, gathering, and counting the number of paid clicks on our Google Search & other properties and the number of impressions on Google Network ~~Members’~~ properties and for identifying the revenues generated by click activity on our Google Search & other properties and the revenues generated by impression activity on Google Network ~~Members’~~ properties.

~~Google properties~~Paid clicks and cost-per-click

The following table presents changes in our paid clicks and cost-per-click (expressed as a percentage):


	Three Months Ended June 30,		Six Months Ended June 30,

	2021		2021


Paid clicks change	26	%	25	%
Cost-per-click change	31	%	16	%


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Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Paid clicks change 18 % 27 % 28 % 11 %
Cost-per-click change (2) % (15) % (11) % (8) %

~~The number of paid~~Paid clicks ~~through our advertising programs on Google properties~~ increased from the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to the three and ~~nine~~six months ended ~~September~~June 30, ~~2020 due to an increase in paid clicks~~2021 primarily driven by ~~growth in views~~a number of ~~YouTube engagement ads; an increase in clicks due to~~ interrelated factors, including an increase in search queries resulting from ~~ongoing~~ growth in user adoption and usage, primarily on mobile devices; ~~and~~an increase in clicks relating to ads on Google Play; continued growth in advertiser activity; improvements we have made in ad formats and ~~delivery. The overall positive~~delivery; and the adverse effect of COVID-19 on ~~our revenues from an increase in paid clicks was partially offset by~~the prior year comparable period when we experienced a decrease in the cost-per-click paid by our advertisers. The decrease in cost-per-click was driven by continued growth in YouTube engagement ads where cost-per-click remains lower than on our other advertising platforms. In addition, the decrease in cost-per-click was also driven by a mix shift to less commercial ~~topics~~search activity and ~~reduced~~a reduction in advertiser ~~spending~~spending. The increase in ~~response~~cost-per-click was primarily driven by the adverse effect of COVID-19 on the prior year comparable period as well as the effect of a combination of factors including changes in device mix, geographic mix, ongoing product changes, product mix, property mix, and fluctuations of the U.S. dollar compared to ~~COVID-19.~~certain foreign currencies.

~~Google Network Members' properties~~Impressions and cost-per-impression

The following table presents changes in our impressions and cost-per-impression (expressed as a percentage):


		Three Months Ended				Nine Months Ended
		September 30,				September 30,					Three Months Ended June 30,		Six Months Ended June 30,
		2019		2020		2019		2020			2021		2021
Impressions change	Impressions change	12	%	15	%	9	%	13	%	Impressions change	(1)	%	3	%
Cost-per-impression change	Cost-per-impression change	(3)	%	(7)	%	(1)	%	(13)	%	Cost-per-impression change	63	%	39	%

Impressions decreased from the three months ended June 30, 2020 to the three months ended June 30, 2021 primarily driven by a decline in impressions related to AdSense, partially offset by growth in AdMob. Impressions increased from the six months ended June 30, 2020 to the six months ended June 30, 2021 primarily driven by growth in AdMob and Google Ad Manager, partially offset by a decline in impressions related to AdSense.

The increase in cost-per-impression from the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was primarily ~~due to growth in AdManager. The positive~~driven by the adverse effect of COVID-19 on ~~our revenues from an increase in impressions was partially offset by a decrease in~~ the ~~cost-per-impression paid by our advertisers which was driven by~~prior year comparable period when we experienced a reduction in advertiser spending ~~in response to COVID-19~~ as well as the effect of a combination of factors including ongoing product and policy changes and improvements we have made in ad formats and delivery, changes in device mix, geographic mix, product mix, property mix, and fluctuations of the U.S. dollar compared to certain foreign currencies.

Google ~~Cloud~~

~~The following table presents our Google Cloud revenues (in millions, unaudited):~~

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Google Cloud $ 2,379 $ 3,444 $ 6,304 $ 9,228
Google Cloud revenues as a percentage of Google segment revenues 5.9 % 7.5 % 5.5 % 7.4 %

~~Google Cloud revenues consist primarily of revenues from Cloud offerings, including:~~

•~~Google Cloud Platform ("GCP"), which includes infrastructure, data and analytics, and other services;~~

•~~Google Workspace (formerly known as G Suite) productivity tools; and~~

•~~other enterprise cloud services.~~

Our Google Cloud revenues increased $1,065 million and $2,924 million from the three and nine months ended September 30, 2019 to the three and nine months ended September 30, 2020, respectively. The growth was primarily driven by our GCP and Google Workspace offerings. Our infrastructure and our data and analytics platform products were the largest drivers of growth in GCP.


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~~Google~~ other revenues

~~The following table presents our Google other revenues (in millions, unaudited):~~

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Google other $ 4,050 $ 5,478 $ 11,750 $ 15,037
Google other revenues as a percentage of Google segment revenues 10.1 % 11.9 % 10.2 % 12.0 %

Google other revenues consist primarily of revenues from:

•Google Play, which includes revenues from sales of apps and in-app purchases (which we recognize net of payout to developers) and digital content sold in the Google Play store;

•Devices and Services which includes hardware, ~~including~~such as Fitbit wearable devices, Google Nest home products, Pixelbooks, Pixel phones and other devices;

•YouTube non-advertising, including YouTube Premium and YouTube TV subscriptions and other services; and

•other products and services.

~~Our~~ Google other revenues increased ~~$1,428 million~~$1.5 billion and ~~$3,287 million~~$3.6 billion from the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively. The growth was primarily driven by YouTube non-advertising, Devices and Services and Google ~~Play~~Play. Growth for YouTube non-advertising was primarily driven by an increase in paid subscribers. Growth for Devices and ~~YouTube subscriptions.~~Services reflects the inclusion of Fitbit revenues, as the acquisition closed in January 2021. Growth for Google Play was primarily driven by sales of apps and in-app ~~purchases, which benefited from elevated user engagement partially due to the impact of COVID-19, and growth for YouTube subscriptions was primarily driven by an increase in paid subscribers.~~purchases.

Over time, our growth rate for ~~Google Cloud and~~ Google other revenues may be affected by the seasonality associated with new product and service launches as well as market dynamics.

~~Other Bets~~Google Cloud

~~The following table presents our Other Bets~~Our Google Cloud revenues ~~(in millions, unaudited):~~

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Other Bets revenues $ 155 $ 178 $ 487 $ 461
Other Bets revenues as a percentage of total revenues 0.4 % 0.4 % 0.4 % 0.4 %

~~Other Bets revenues consist primarily of revenues~~increased $1.6 billion and $2.9 billion from the ~~sale~~three and six months ended June 30, 2020 to the three and six months ended June 30, 2021, respectively. The growth was primarily driven by GCP followed by Google Workspace offerings. Google Cloud's infrastructure and platform services were the largest drivers of ~~Access internet services~~growth in GCP.

Over time, our growth rate for Google Cloud revenues may be affected by customer usage, market dynamics, as well as new product and ~~Verily licensing and R&D services.~~service launches.


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Revenues by Geography

The following table presents our revenues by geography as a percentage of revenues, determined based on the addresses of our ~~customers (unaudited):~~customers:


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		September 30,				September 30,					June 30,				June 30,
		2019		2020		2019		2020			2020		2021		2020		2021
United States	United States	46	%	47	%	46	%	47	%	United States	47	%	46	%	47	%	45	%
EMEA	EMEA	31	%	30	%	32	%	30	%	EMEA	30	%	31	%	30	%	31	%
APAC	APAC	17	%	18	%	17	%	18	%	APAC	18	%	18	%	18	%	19	%
Other Americas	Other Americas	6	%	5	%	5	%	5	%	Other Americas	5	%	5	%	5	%	5	%

For further details on revenues by geography, see Note 2 of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Use of Constant Currency Revenues and Constant Currency Revenue Percentage Change

The effect of currency exchange rates on our business is an important factor in understanding period to period comparisons. Our international revenues are favorably affected as the U.S. dollar weakens relative to other foreign currencies, and unfavorably affected as the U.S. dollar strengthens relative to other foreign currencies. Our revenues are also favorably affected by net hedging gains and unfavorably affected by net hedging losses.


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We use non-GAAP constant currency revenues and non-GAAP percentage change in constant currency revenues for financial and operational decision-making and as a means to evaluate period-to-period comparisons. We believe the presentation of results on a constant currency basis in addition to GAAP results helps improve the ability to understand our performance because they exclude the effects of foreign currency volatility that are not indicative of our core operating results.

Constant currency information compares results between periods as if exchange rates had remained constant period over period. We define constant currency revenues as total revenues excluding the effect of foreign exchange rate movements and hedging activities, and use it to determine the constant currency revenue percentage change on a ~~year-on-year~~year-over-year basis. Constant currency revenues are calculated by translating current period revenues using prior period exchange rates, as well as excluding any hedging effects realized in the current period.

Constant currency revenue percentage change is calculated by determining the change in current period revenues over prior period revenues where current period foreign currency revenues are translated using prior period exchange rates and hedging effects are excluded from revenues of both periods.

These results should be considered in addition to, not as a substitute for, results reported in accordance with GAAP. Results on a constant currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not a measure of performance presented in accordance with GAAP.

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The following table presents the foreign exchange effect on our international revenues and total revenues (in millions, except ~~percentages, unaudited)~~percentages):


		Three Months Ended						Nine Months Ended							Three Months Ended						Six Months Ended
		September 30,						September 30,							June 30,						June 30,
		2019			2020			2019			2020				2020			2021			2020			2021
EMEA revenues	EMEA revenues	$	12,565		$	13,924		$	36,546		$	38,132		EMEA revenues	$	11,363		$	19,084		$	24,208		$	36,115
Exclude foreign exchange effect on current period revenues using prior year rates	Exclude foreign exchange effect on current period revenues using prior year rates	456			(250)			2,034			346			Exclude foreign exchange effect on current period revenues using prior year rates	361			(1,425)			596			(2,354)
EMEA constant currency revenues	EMEA constant currency revenues	$	13,021		$	13,674		$	38,580		$	38,478		EMEA constant currency revenues	$	11,724		$	17,659		$	24,804		$	33,761
Prior period EMEA revenues	Prior period EMEA revenues	$	10,909		$	12,565		$	32,488		$	36,546		Prior period EMEA revenues	$	12,313		$	11,363		$	23,981		$	24,208
EMEA revenue percentage change	EMEA revenue percentage change	15		%	11		%	12		%	4		%	EMEA revenue percentage change	(8)		%	68		%	1		%	49		%
EMEA constant currency revenue percentage change	EMEA constant currency revenue percentage change	19		%	9		%	19		%	5		%	EMEA constant currency revenue percentage change	(5)		%	55		%	3		%	39		%

APAC revenues	APAC revenues	$	6,814		$	8,458		$	19,446		$	22,641		APAC revenues	$	6,945		$	11,231		$	14,183		$	21,686
Exclude foreign exchange effect on current period revenues using prior year rates	Exclude foreign exchange effect on current period revenues using prior year rates	17			1			433			167			Exclude foreign exchange effect on current period revenues using prior year rates	105			(350)			166			(713)
APAC constant currency revenues	APAC constant currency revenues	$	6,831		$	8,459		$	19,879		$	22,808		APAC constant currency revenues	$	7,050		$	10,881		$	14,349		$	20,973
Prior period APAC revenues	Prior period APAC revenues	$	5,401		$	6,814		$	15,310		$	19,446		Prior period APAC revenues	$	6,536		$	6,945		$	12,632		$	14,183
APAC revenue percentage change	APAC revenue percentage change	26		%	24		%	27		%	16		%	APAC revenue percentage change	6		%	62		%	12		%	53		%
APAC constant currency revenue percentage change	APAC constant currency revenue percentage change	26		%	24		%	30		%	17		%	APAC constant currency revenue percentage change	8		%	57		%	14		%	48		%

Other Americas revenues	Other Americas revenues	$	2,290		$	2,371		$	6,320		$	6,367		Other Americas revenues	$	1,839		$	3,364		$	3,996		$	6,269
Exclude foreign exchange effect on current period revenues using prior year rates	Exclude foreign exchange effect on current period revenues using prior year rates	66			304			442			640			Exclude foreign exchange effect on current period revenues using prior year rates	240			(112)			336			79
Other Americas constant currency revenues	Other Americas constant currency revenues	$	2,356		$	2,675		$	6,762		$	7,007		Other Americas constant currency revenues	$	2,079		$	3,252		$	4,332		$	6,348
Prior period Other Americas revenues	Prior period Other Americas revenues	$	1,827		$	2,290		$	5,407		$	6,320		Prior period Other Americas revenues	$	2,124		$	1,839		$	4,030		$	3,996
Other Americas revenue percentage change	Other Americas revenue percentage change	25		%	4		%	17		%	1		%	Other Americas revenue percentage change	(13)		%	83		%	(1)		%	57		%
Other Americas constant currency revenue percentage change	Other Americas constant currency revenue percentage change	29		%	17		%	25		%	11		%	Other Americas constant currency revenue percentage change	(2)		%	77		%	7		%	59		%

United States revenues	United States revenues	$	18,711		$	21,442		$	53,106		$	58,311		United States revenues	$	17,999		$	28,208		$	36,869		$	53,240
United States revenue percentage change	United States revenue percentage change	21		%	15		%	19		%	10		%	United States revenue percentage change	1		%	57		%	7		%	44		%

Hedging gains (losses)	Hedging gains (losses)	$	119		$	(22)		$	364		$	178		Hedging gains (losses)	$	151		$	(7)		$	200		$	(116)
Total revenues	Total revenues	$	40,499		$	46,173		$	115,782		$	125,629		Total revenues	$	38,297		$	61,880		$	79,456		$	117,194
Total constant currency revenues	Total constant currency revenues	$	40,919		$	46,250		$	118,327		$	126,604		Total constant currency revenues	$	38,852		$	60,000		$	80,354		$	114,322
Prior period revenues, excluding hedging effect(1)	Prior period revenues, excluding hedging effect(1)	$	33,660		$	40,380		$	97,805		$	115,418		Prior period revenues, excluding hedging effect(1)	$	38,836		$	38,146		$	75,038		$	79,256
Total revenue percentage change	Total revenue percentage change	20		%	14		%	19		%	9		%	Total revenue percentage change	(2)		%	62		%	6		%	47		%
Total constant currency revenue percentage change	Total constant currency revenue percentage change	22		%	15		%	21		%	10		%	Total constant currency revenue percentage change	0		%	57		%	7		%	44		%

(1) Total revenues and hedging gains (losses) were ~~$33,740~~$38,944 million and ~~$80~~$108 million, respectively, for the three months ended ~~September~~June 30, ~~2018, respectively,~~2019 and ~~$97,543~~$75,283 million and ~~$(262)~~$245 million, respectively, for the ~~nine~~six months ended ~~September~~June 30, ~~2018, respectively.~~2019.

~~Our~~ EMEA revenue percentage change from the three and six months ended ~~September~~June 30, ~~2019~~2020 to the three and six months ended ~~September~~June 30, ~~2020~~2021 was favorably affected by ~~changes in~~ foreign currency exchange rates, primarily due to the U.S. dollar weakening relative to the Euro and British ~~pound, partially offset by the U.S. dollar strengthening relative to the Turkish lira. Our EMEA~~pound.

APAC revenue percentage change from the ~~nine~~three and six months ended ~~September~~June 30, ~~2019~~2020 to the ~~nine~~three and six months ended ~~September~~June 30, 2021 was favorably affected by foreign currency exchange rates, primarily due to the U.S. dollar weakening relative to the Australian dollar.

Other Americas revenue percentage change from the three months ended June 30, 2020 to the three months ended June 30, 2021 was ~~unfavorably~~favorably affected by changes in foreign currency exchange rates, primarily due to the ~~U.S. dollar strengthening relative to the Turkish lira and Euro.~~

Our APAC revenue percentage change from the three months ended September 30, 2019 to the three months ended September 30, 2020 was not materially affected by foreign currency exchange rates. Our APAC revenue percentage change from the nine months ended September 30, 2019 to the nine months ended September 30,

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~~2020 was unfavorably affected by changes in foreign currency exchange rates primarily due to the U.S. dollar strengthening relative to Australian dollar and South Korean won, partially offset by the~~ U.S. dollar weakening relative to the ~~Japanese yen.~~

~~Our~~Canadian dollar. Other Americas revenue percentage change from the ~~three and nine~~six months ended ~~September~~June 30, ~~2019~~2020 to the ~~three and nine~~six months ended ~~September~~June 30, ~~2020~~2021 was unfavorably affected by changes in foreign currency exchange rates, primarily due to the U.S. dollar strengthening relative to the Brazilian ~~real.~~real, partially offset by the U.S. dollar weakening relative to the Canadian dollar.

Costs and Operating Expenses

Cost of Revenues

Cost of revenues ~~consists of~~includes TAC which are ~~paid to Google Network Members primarily for ads displayed on their properties and amounts~~ paid to our distribution partners, who make available our search access points and ~~services.~~services, and amounts paid to Google Network partners primarily for ads displayed on their properties. Our distribution partners include browser providers, mobile carriers, original equipment manufacturers, and software developers.

The cost of revenues as a percentage of revenues generated from ads placed on Google Network ~~Members'~~ properties are significantly higher than the cost of revenues as a percentage of revenues generated from ads placed on Google properties (which includes Google Search & other and YouTube ads), because most of the advertiser revenues from ads served on Google Network ~~Members’~~ properties are paid as TAC to our Google Network ~~Members.~~partners.

Additionally, other cost of revenues (which is the cost of revenues excluding TAC) includes the following:

•Content acquisition costs primarily related to payments to content providers from whom we license video and other content for distribution on YouTube advertising and subscription services and Google Play (we pay fees to these content providers based on revenues generated or a flat fee);

•Expenses associated with our data centers (including bandwidth, compensation expenses ~~(including SBC),~~including SBC, depreciation, energy, and other equipment costs) as well as other operations costs (such as content review and customer support costs). These costs are generally less variable in nature and may not correlate with related changes in revenues; and

•Inventory related costs for hardware we sell.

The following tables present our cost of revenues, including TAC (in millions, ~~unaudited)~~except percentages):


		Three Months Ended						Nine Months Ended							Three Months Ended						Six Months Ended
		September 30,						September 30,							June 30,						June 30,
		2019			2020			2019			2020				2020			2021			2020			2021
TAC	TAC	$	7,490		$	8,166		$	21,588		$	22,312		TAC	$	6,694		$	10,929		$	14,146		$	20,641
Other cost of revenues	Other cost of revenues	10,078			12,951			29,288			36,340			Other cost of revenues	11,859			15,298			23,389			29,689
Total cost of revenues	Total cost of revenues	$	17,568		$	21,117		$	50,876		$	58,652		Total cost of revenues	$	18,553		$	26,227		$	37,535		$	50,330
Total cost of revenues as a percentage of revenues	Total cost of revenues as a percentage of revenues	43.4		%	45.7		%	43.9		%	46.7		%	Total cost of revenues as a percentage of revenues	48.4		%	42.4		%	47.2		%	42.9		%

Cost of revenues increased ~~$3,549 million~~$7.7 billion from the three months ended ~~September~~June 30, ~~2019~~2020 to the three months ended ~~September~~June 30, ~~2020.~~2021. The increase was due to increases in TAC and other cost of revenues of ~~$2,873 million~~$4.2 billion and ~~TAC of $676 million.~~$3.4 billion, respectively. Cost of revenues increased ~~$7,776 million~~$12.8 billion from the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The increase was due to increases in TAC and other cost of revenues of ~~$7,052 million~~$6.5 billion and ~~TAC of $724 million.~~$6.3 billion, respectively.

The increase in other cost of revenues from the three and ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to the three and ~~nine~~six months ended ~~September~~June 30, ~~2020~~2021 was primarily due to anincreases in content acquisition costs primarily for YouTube as well as data center and other operations costs. The increase in data center and other operations costs ~~and an increase in content acquisition costs primarily for YouTube consistent with the growth in YouTube revenues. This increase~~ was partially offset by a ~~decline~~reduction in ~~hardware costs for~~depreciation expense due to the ~~nine months ended September 30, 2020.~~change in the estimated useful life of our servers and certain network equipment beginning in the first quarter of 2021.

The increase in TAC ~~increased~~ from the three and six months ended ~~September~~June 30, ~~2019~~2020 to the three and six months ended ~~September~~June 30, ~~2020~~2021 was due to increases in TAC paid to distribution partners and to Google Network ~~Members,~~partners, primarily driven by ~~an increase~~growth in revenues subject to TAC.

The TAC rate decreased from ~~22.2%~~22.4% to ~~22.0%~~21.7% from the three months ended ~~September~~June 30, ~~2019~~2020 to the three months ended ~~September~~June 30, 2021 and decreased from 22.2% to 21.7% from the six months ended June 30, 2020 to the six months ended June 30, 2021 primarily due to ~~the favorable~~a revenue mix shift from Google Network ~~Members’~~ properties to Google properties. The TAC rate on Google properties revenues and the TAC rate on Google Network properties revenues were both substantially consistent from the three and six months ended ~~September~~June 30, ~~2019~~2020 to the three and six months ended ~~September~~June 30, ~~2020.~~2021.

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TAC increased from the nine months ended September 30, 2019 to the nine months ended September 30, 2020 due to increases in TAC paid to distribution partners and to Google Network Members. The increase in TAC paid to distribution partners was due to both an increase in revenues subject to TAC and the ongoing shift to mobile, which carries higher TAC because more mobile searches are channeled through paid access points. The increase in TAC paid to Google Network Members was primarily due to an increase in revenues subject to TAC.

The TAC rate decreased from 22.3% to 22.2% from the nine months ended September 30, 2019 to the nine months ended September 30, 2020 primarily due to the favorable revenue mix shift from Google Network Members' properties to Google properties. The TAC rate on Google properties revenues and the TAC rate on Google Network revenues were both substantially consistent from the nine months ended September 30, 2019 to the nine months ended September 30, 2020.

Over time, cost of revenues as a percentage of total revenues may be affected by a number of factors, including the following:

•The amount of TAC paid to Google Network Members, which is affected by a combination of factors such as geographic mix, product mix, revenue share terms, and fluctuations of the U.S. dollar compared to certain foreign currencies;

•The amount of TAC paid to distribution partners, which is affected by changes in device mix, geographic mix, partner mix, partner agreement terms such as revenue share arrangements, and the percentage of queries channeled through paid access points;

•The amount of TAC paid to Google Network partners, which is affected by a combination of factors such as geographic mix, product mix, and revenue share terms;

•Relative revenue growth rates of Google properties and Google Network ~~Members'~~ properties;

•Certain costs that are less variable in nature and may not correlate with the related revenues;

•Costs associated with our data centers and other operations to support ads, Google Cloud, Search, ~~and~~ YouTube and other products;

•Content acquisition costs, which are primarily affected by the relative growth rates in our YouTube advertising and subscription revenues;

•Costs related to hardware sales; and

•Increased proportion of non-advertising revenues, which generally have higher costs of revenues, relative to our advertising revenues.

Research and Development

The following table presents our R&D expenses (in millions, ~~unaudited)~~except percentages):


		Three Months Ended						Nine Months Ended							Three Months Ended						Six Months Ended
		September 30,						September 30,							June 30,						June 30,
		2019			2020			2019			2020				2020			2021			2020			2021
Research and development expenses	Research and development expenses	$	6,554		$	6,856		$	18,796		$	20,551		Research and development expenses	$	6,875		$	7,675		$	13,695		$	15,160
Research and development expenses as a percentage of revenues	Research and development expenses as a percentage of revenues	16.2		%	14.8		%	16.2		%	16.4		%	Research and development expenses as a percentage of revenues	18.0		%	12.4		%	17.2		%	12.9		%

R&D expenses consist primarily of:

•Compensation expenses (including SBC) ~~and facilities-related costs~~ for engineering and technical employees responsible for R&D of our existing and new products and services;

•~~Depreciation expenses;~~Depreciation;

•Equipment-related expenses; and

•Professional services fees primarily related to consulting and outsourcing services.

R&D expenses increased ~~$302~~$800 million from the three months ended ~~September~~June 30, ~~2019~~2020 to the three months ended ~~September~~June 30, ~~2020.~~2021. The increase was primarily due to an increase in compensation expenses ~~(including SBC) and facilities-related costs~~ of ~~$439~~$836 million, largely resulting from a 12% increase in headcount.

R&D expenses increased $1.5 billion from the six months ended June 30, 2020 to the six months ended June 30, 2021. The increase was primarily due to an increase in compensation expenses of $1.7 billion, largely resulting from a 10% increase in headcount. This increase was partially offset by a ~~decrease~~reduction in ~~travel~~depreciation expense of $315 million including the effect of our change in the estimated useful life of our servers and ~~entertainment expenses of $122 million.~~

R&D expenses increased $1,755 million from the nine months ended September 30, 2019 to the nine months ended September 30, 2020. The increase was primarily due to an increase in compensation expenses (including SBC) and facilities-related costs of $1,815 million, largely resulting from a 13% increase in headcount. This increase was partially offset by a decrease in travel and entertainment expenses of $261 million.certain network equipment.

Over time, R&D expenses as a percentage of revenues may fluctuate due to certain expenses that are generally less variable in nature and may not correlate to the changes in revenues. In addition, R&D expenses may be affected by a number of factors including continued investment in ads, Android, Chrome, Google Cloud, Google Maps, Google Play, hardware, machine learning, Other Bets, Search and YouTube.

Sales and Marketing

The following table presents our sales and marketing expenses (in millions, except percentages):


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2020			2021			2020			2021
Sales and marketing expenses	$	3,901		$	5,276		$	8,401		$	9,792
Sales and marketing expenses as a percentage of revenues	10.2		%	8.5		%	10.6		%	8.4		%


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~~Sales and Marketing~~

~~The following table presents our sales and marketing expenses (in millions, unaudited):~~

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Sales and marketing expenses $ 4,609 $ 4,231 $ 12,726 $ 12,632
Sales and marketing expenses as a percentage of revenues 11.4 % 9.2 % 11.0 % 10.1 %

Sales and marketing expenses consist primarily of:

•Advertising and promotional expenditures related to our products and services; and

•Compensation expenses (including SBC) ~~and facilities-related costs~~ for employees engaged in sales and marketing, sales support, and certain customer service functions.

Sales and marketing expenses ~~decreased $378 million~~increased $1.4 billion from the three months ended ~~September~~June 30, ~~2019~~2020 to the three months ended ~~September~~June 30, ~~2020. The decrease was~~2021, primarily ~~due to a decrease~~driven by an increase in advertising and promotional activities of $808 million and compensation expenses of ~~$299 million driven~~$496 million. The increase in advertising and promotional activities was largely affected by reduced spending ~~and~~in the prior year comparable period as a ~~decrease in travel and entertainment expenses~~result of ~~$136 million. This decrease was partially offset by an~~COVID-19. The increase in compensation expenses ~~(including SBC) and facilities-related costs of $157 million,~~was largely ~~resulting from~~due to a 7%13% increase in headcount.

Sales and marketing expenses ~~decreased $94 million~~increased $1.4 billion from the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to the ~~nine~~six months ended ~~September~~June 30, ~~2020. The decrease was~~2021, primarily due to a decrease in advertising and promotional expenses of $718 million, as we reduced spending and paused or rescheduled campaigns and changed some events to digital-only formats as a result of COVID-19, and a decrease in travel and entertainment expenses of $234 million. This decrease was partially offsetdriven by an increase in compensation expenses ~~(including SBC)~~of $864 million and ~~facilities-related costs~~advertising and promotional activities of ~~$890 million, largely resulting from an 8%~~$672 million. The increase in compensation expenses was largely due to an 11% increase in headcount. The increase in advertising and promotional activities was largely affected by reduced spending in the prior year comparable period as a result of COVID-19.

Over time, sales and marketing expenses as a percentage of revenues may fluctuate due to certain expenses that are generally less variable in nature and may not correlate to the changes in revenues. In addition, sales and marketing expenses may be affected by a number of factors including the seasonality associated with new product and service launches and strategic decisions regarding the timing and extent of our spending.

General and Administrative

The following table presents our general and administrative expenses (in millions, ~~unaudited)~~except percentages):


		Three Months Ended						Nine Months Ended							Three Months Ended						Six Months Ended
		September 30,						September 30,							June 30,						June 30,
		2019			2020			2019			2020				2020			2021			2020			2021
General and administrative expenses	General and administrative expenses	$	2,591		$	2,756		$	6,722		$	8,221		General and administrative expenses	$	2,585		$	3,341		$	5,465		$	6,114
General and administrative expenses as a percentage of revenues	General and administrative expenses as a percentage of revenues	6.4		%	6.0		%	5.8		%	6.5		%	General and administrative expenses as a percentage of revenues	6.7		%	5.4		%	6.9		%	5.2		%

General and administrative expenses consist primarily of:

•Compensation expenses (including SBC) ~~and facilities-related costs~~ for employees in our finance, human resources, information technology, and legal organizations;

•Depreciation;

•Equipment-related expenses;

•Legal-related expenses; and

•Professional services fees primarily related to audit, information technology consulting, outside legal, and outsourcing services.

General and administrative expenses increased ~~$165~~$756 million from the three months ended ~~September~~June 30, ~~2019~~2020 to the three months ended ~~September~~June 30, ~~2020.~~2021. The increase was primarily ~~due to an~~driven by a $796 million increase in ~~compensation expenses (including SBC) and facilities-related costs of $335 million, largely resulting from a 15% increase in headcount.~~charges relating to legal matters. The increase was partially offset by a ~~$554~~$246 million ~~charge recognized~~decline in ~~the prior year period relating to a legal settlement.~~allowance for credit losses for accounts receivable.

General and administrative expenses increased ~~$1,499~~$649 million from the ~~nine~~six months ended ~~September~~June 30, ~~2019~~2020 to the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The increase was primarily ~~due to an~~driven by a $1.0 billion increase in ~~compensation expenses (including SBC) and facilities-related costs of $873~~charges relating to legal matters. The increase was partially offset by a $739 million ~~largely resulting from a 17%~~


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~~increase~~decline in ~~headcount. In addition, there was an increase of $545 million related to~~ allowance for credit losses for accounts receivable, ~~primarily due to the impact of COVID-19 and an increase of $282 million in non-income tax-related items. The increase was partially offset by a $554 million charge recognized in~~as the prior year comparable period ~~relating~~reflected a higher allowance related to ~~a legal settlement.~~the economic impact of COVID-19.

Over time, general and administrative expenses as a percentage of revenues may fluctuate due to certain expenses that are generally less variable in nature and may not correlate to the changes in revenues, the effect of discrete items such as legal settlements, or ~~further~~ allowances for credit losses for accounts ~~receivable associated with~~receivable.


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Segment Profitability

The following table presents our segment operating income (loss) (in millions).


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2021		2020		2021








Operating income (loss):
Google Services	$	9,539	$	22,343	$	21,087	$	41,889
Google Cloud	(1,426)		(591)		(3,156)		(1,565)
Other Bets	(1,116)		(1,398)		(2,237)		(2,543)
Corporate costs, unallocated	(614)		(993)		(1,334)		(1,983)
Total income from operations	$	6,383	$	19,361	$	14,360	$	35,798

Google Services

Google Services operating income increased $12.8 billion from the ~~impact of COVID-19.~~

~~European Commission Fines~~

~~In March 2019,~~three months ended June 30, 2020 to the ~~EC announced its decision that~~three months ended June 30, 2021. The increase was due to growth in revenues partially offset by increases in TAC, content acquisition costs, as well as charges related to certain ~~contractual provisions~~legal matters and compensation expenses. The increase in ~~agreements that Google had with AdSense for Search partners infringed European competition law. The EC decision imposed~~expenses was partially offset by a ~~€1.5 billion ($1.7 billion as of March 20, 2019) fine, which was accrued~~reduction in costs driven by the change in the ~~first quarter~~estimated useful life of ~~2019.~~our servers and certain network equipment. The adverse effect of COVID-19 on the prior year comparable period results positively affected the year-over-year increase in operating income.

~~Please refer~~Google Services operating income increased $20.8 billion from the six months ended June 30, 2020 to ~~Note 10~~the six months ended June 30, 2021. The increase was due to growth in revenues partially offset by increases in TAC, content acquisition costs, compensation expenses and charges related to certain legal matters. The increase in expenses was partially offset by a reduction in costs driven by the change in the estimated useful life of our servers and certain network equipment. The adverse effect of COVID-19 on prior year comparable period results positively affected the ~~Notes~~year-over-year increase in operating income.

Google Cloud

Google Cloud operating loss decreased $835 million and $1.6 billion from the three and six months ended June 30, 2020 to ~~Consolidated Financial Statements included~~the three and six months ended June 30, 2021, respectively. The decrease in ~~Part 1, Item 1~~operating loss was primarily driven by growth in revenues, partially offset by an increase in expenses, primarily driven by compensation expenses. The increase in expenses was partially offset by a reduction in costs driven by the change in the estimated useful life of ~~this Quarterly Report on Form 10-Q for further information.~~our servers and certain network equipment.

Other Bets

Other Bets operating loss increased $282 million and $306 million from the three and six months ended June 30, 2020 to the three and six months ended June 30, 2021, respectively. The increase in operating loss was primarily driven by increases in valuation-based compensation charges.

Other Income (Expense), Net

The following table presents other income (expense), net (in ~~millions, unaudited)~~millions):

Three Months Ended Nine Months Ended
September 30, September 30,
2019 2020 2019 2020
Other income (expense), net $ (549) $ 2,146 $ 3,956 $ 3,820


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2020		2021		2020		2021
Other income (expense), net	$	1,894	$	2,624	$	1,674	$	7,470

Other income (expense), net, increased ~~$2,695~~$730 million from the three months ended ~~September~~June 30, ~~2019~~2020 to the three months ended ~~September~~June 30, ~~2020.~~2021. The change was primarily driven by an increase in unrealized gains recognized for our non-marketable equity securities of $1.7 billion during the three months ended June 30, 2021, partially offset by a decrease in net unrealized gains recognized for our marketable equity securities of $499 million and an increase in accrued performance fees of $448 million.

Other income (expense), net, increased $5.8 billion from the six months ended June 30, 2020 to the six months ended June 30, 2021. The change was primarily driven by increases in net unrealized gains onrecognized for our marketable and non-marketable equity securities of $784 million, $5.9 billion, respectively, during the six months ended June 30, 2021, partially offset by an increase in accrued performance ~~fees.~~fees of $1.1 billion.

Other income (expense), net, decreased $136 million from the nine months ended September 30, 2019 to the nine months ended September 30, 2020. The change was primarily driven by a decrease in interest income and an increase in foreign currency exchange loss, partially offset by an increase in gains on debt securities.


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Over time, other income (expense), net, may be affected by market dynamics and other factors. Equity values generally change daily for marketable equity securities and upon the occurrence of observable price changes or upon impairment of non-marketable equity securities. Changes in our share of gains and losses in equity method investments may fluctuate. In addition, volatility in the global economic climate and financial markets ~~including the effects of COVID-19,~~ could result in a significant change in the value of our investments. Fluctuations in the value of these investments has, and we expect will continue to, contribute to volatility of OI&E in future periods. For additional information about our investments, see Note 3 of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Provision for Income Taxes

The following table presents our provision for income taxes (in millions, except for effective tax ~~rate; unaudited)~~rate):


		Three Months Ended						Nine Months Ended							Three Months Ended						Six Months Ended
		September 30,						September 30,							June 30,						June 30,
		2019			2020			2019			2020				2020			2021			2020			2021
Provision for income taxes	Provision for income taxes	$	1,560		$	2,112		$	5,249		$	4,351		Provision for income taxes	$	1,318		$	3,460		$	2,239		$	6,813
Effective tax rate	Effective tax rate	18.1		%	15.8		%	18.1		%	14.8		%	Effective tax rate	15.9		%	15.7		%	14.0		%	15.7		%

Our effective tax rate ~~decreased 2.3%~~was substantially consistent from the three months ended ~~September~~June 30, ~~2019~~2020 to the three months ended ~~September~~June 30, ~~2020.~~2021. The ~~decrease~~change in the effective tax rate iswas primarily due to an increase in the stock-based compensation related tax benefit and a discrete impact from the initial establishment of a valuation allowance in 2020 for our net deferred tax assets that are not likely to be realized relating to certain of our Other Bets, largely offset by an increase in pre-tax earnings, including in countries that have higher statutory rates.

Our provision for income taxes increased from the three months ended June 30, 2020 to the three months ended June 30, 2021. The increase in the provision for income taxes was primarily due to an increase in pre-tax earnings, including in countries that have higher statutory rates, partially offset by an increase in the stock-based compensation related tax benefit and a discrete impact from the initial establishment of a valuation allowance in 2020 for our net deferred tax assets that are not likely to be realized relating to certain of our Other Bets.

Our provision for income taxes and our effective tax rate increased from the six months ended June 30, 2020 to the six months ended June 30, 2021. The increase in the provision for income taxes and our effective tax rate was primarily due to an increase in pre-tax earnings, including in countries that have higher statutory rates, partially offset by an increase in the U.S. federal Foreign-Derived Intangible Income tax deduction benefit and a decrease in unrecognized tax benefits in 2020 as compared to 2019, partially offset by higher earnings in countries that have higher statutory rates resulting from the change in our corporate legal entity structure implemented as of December 31, 2019.

Our effective tax rate decreased 3.3% from the nine months ended September 30, 2019 to the nine months ended September 30, 2020. The decrease in effective tax rate is primarily due to an increase in the U.S. federal Foreign-Derived Intangible Income tax benefit, an increase in the stock-based compensation related tax ~~benefits including the reversal of the Altera tax benefit as a result of the U.S. Court of Appeals decision in 2019, and the non-~~benefit.


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~~deductible EC fine in 2019, both of which did not recur in 2020, partially offset by higher earnings in countries that have higher statutory rates, resulting from the change in~~We expect our ~~corporate legal entity structure implemented as of December 31, 2019.~~

Our effective tax rate is based on forecasted annual results which may fluctuate through the rest of the year, in particular due to COVID-19. As such, evolving facts and circumstances surrounding these forecasts could result in the application of different provisions of tax laws and cause our estimated annualfuture effective tax rate to ~~change significantly through~~be affected by changes in pre-tax earnings, including the ~~remainder~~effect of ~~the year.~~

~~In addition,~~countries with different statutory rates. Additionally, our future effective tax rate may be affected by changes in ~~the geographic mix of earnings in countries with different statutory rates,~~ the valuation of our deferred tax assets or liabilities, or changes in tax laws ~~regulations,~~ or ~~accounting principles,~~regulations, as well as certain discrete items.

~~Capital Resources~~Financial Condition

Cash, Cash Equivalents, and ~~Liquidity~~Marketable Securities

As of ~~September~~June 30, ~~2020,~~2021, we had ~~$132.6~~$135.9 billion in cash, cash equivalents, and short-term marketable securities. Cash equivalents and marketable securities are comprised of time deposits, money market funds, highly liquid government bonds, corporate debt securities, mortgage-backed and asset-backed securities and marketable equity securities.

Sources, Uses of Cash and Related Trends

Our principal sources of liquidity are our cash, cash equivalents, and marketable securities, as well as the cash flow that we generate from our operations. The primary use of capital continues to be to invest for the long-term growth of the business. We regularly evaluate our cash and capital structure, including the size, pace and form of capital return to stockholders.


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The following table presents our cash flows (in millions):


	Six Months Ended
	June 30,
	2020		2021
Net cash provided by operating activities	$	25,444	$	41,179
Net cash used in investing activities	$	(10,295)	$	(14,457)
Net cash used in financing activities	$	(15,684)	$	(29,597)

Cash Provided by Operating Activities

Our largest source of cash provided by our operations are advertising revenues generated by Google Search & other properties, Google Network properties and YouTube ads. Additionally, we generate cash through sales of apps, in-app purchases, digital content products, and hardware; and licensing and service fees including fees received for Google Cloud offerings and subscription-based products.

Our primary uses of cash from our operating activities include payments to our distribution and Google Network partners, for compensation and related costs, and for content acquisition costs. In addition, uses of cash from operating activities include hardware inventory costs, income taxes, and other general corporate expenditures.

Net cash provided by operating activities increased from the six months ended June 30, 2020 to the six months ended June 30, 2021 primarily due to the net effect of increases in cash received from revenues and cash paid for cost of revenues and operating expenses, and changes in operating assets and liabilities, including the timing of income tax payments.

Cash Used in Investing Activities

Cash provided by investing activities consists primarily of maturities and sales of our investments in marketable and non-marketable securities. Cash used in investing activities consists primarily of purchases of marketable and non-marketable securities, purchases of property and equipment, and payments for acquisitions.

Net cash used in investing activities increased from the six months ended June 30, 2020 to the six months ended June 30, 2021 primarily due to a net decrease in maturities and sales of securities and increase in payments for acquisitions.

Cash Used in Financing Activities

Cash provided by financing activities consists primarily of proceeds from issuance of debt and proceeds from the sale of interest in consolidated entities. Cash used in financing activities consists primarily of repurchases of capital stock, net payments related to stock-based award activities, and repayments of debt.

Net cash used in financing activities increased from the six months ended June 30, 2020 to the six months ended June 30, 2021 primarily due to increases in cash payments for repurchases of capital stock, net payments related to stock-based award activities and repayment of debt, and a decrease in proceeds from the sale of interest in consolidated entities.

Liquidity and Material Cash Requirements

We expect existing cash, cash equivalents, short-term marketable securities, cash flows from operations and financing activities to continue to be sufficient to fund our operating activities and cash commitments for investing and financing activities for at least the next 12 months and thereafter for the foreseeable future.

As of ~~September~~June 30, ~~2020,~~2021, we had long-term taxes payable of ~~$6.5~~$5.7 billion related to a one-time transition tax payable incurred as a result of the U.S. Tax Cuts and Jobs Act ("Tax Act").As permitted by the Tax Act, we will pay the transition tax in annual interest-free installments through 2025.

In 2017, 2018 and 2019, the EC announced decisions that certain actions taken by Google infringed European competition law and imposed fines of €2.4 billion ($2.7 billion as of June 27, 2017), €4.3 billion ($5.1 billion as of June 30, 2018), and €1.5 billion ($1.7 billion as of March 20, 2019), respectively. While each EC decision is under appeal, we included the fines in accrued expenses and other current liabilities on our Consolidated Balance Sheets as we provided bank guarantees (in lieu of a cash payment) for the fines.

In November 2019, we entered into an agreement to acquire Fitbit, a leading wearables brand, for $7.35 per share, representing a total purchase price of approximately $2.1 billion as of the date of the agreement. While we still expect to secure the necessary regulatory approvals and to close the transaction in 2020, the time frame may extend beyond that.

In July 2020, we entered into an agreement to invest approximately INR 33,737 crore ($4.5 billion as of July 15, 2020) in Jio Platforms Ltd. for a 7.7% stake in the company. This agreement is subject to regulatory review in India and is expected to be completed later this year.

Our principal sources of liquidity are our cash, cash equivalents, and marketable securities, as well as the cash flow that we generate from our operations. The primary use of capital continues to be to invest for the long term growth of the business. We regularly evaluate our cash and capital structure, including the size, pace and form of capital return to stockholders.

We have a short-term debt financing program of up to $5.0 billion through the issuance of commercial paper. Net proceeds from this program are used for general corporate purposes. As of ~~September~~June 30, ~~2020,~~2021, we had no commercial paper outstanding. As of ~~September~~June 30, ~~2020,~~2021, we ~~have $4.0~~had $10.0 billion of revolving credit facilities ~~expiring~~with no


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amounts outstanding. In April 2021, we terminated the existing revolving credit facilities, which were scheduled to expire in July 2023, ~~with no~~and entered into two new revolving credit facilities in the amounts ~~outstanding.~~of $4.0 billion and $6.0 billion, which will expire in April 2022 and April 2026, respectively. The interest ~~rate~~rates for the new credit facilities isare determined based on a formula using certain market ~~rates. We believe that~~rates, as well as our ~~sources~~progress toward the achievement of funding will be sufficient to satisfy our currently anticipated cash requirements including capital expenditures, working capital requirements, potential acquisitions, and other liquidity requirements through at leastcertain sustainability goals. No amounts have been borrowed under the ~~next 12 months.~~new credit facilities.

In August 2020, we issued $10.0 billion of fixed-rate senior unsecured notes in six tranches: $1.0 billion due in 2025, $1.0 billion due in 2027, $2.25 billion due in 2030, $1.25 billion due in 2040, $2.5 billion due in 2050 and $2.0 billion due in 2060. The 2020 Notes had a weighted average duration of 21.5 years and weighted average coupon rate of 1.57%. Of the total issuance, $5.75 billion was designated as Sustainability Bonds, the net proceeds of which are used to fund environmentally and socially responsible projects in the following eight areas: energy efficiency, clean energy, green buildings, clean transportation, circular economy and design, affordable housing, commitment to racial equity, and support for small business and COVID-19 crisis response. The remaining net proceeds are used for general corporate purposes. As of ~~September~~June 30, ~~2020,~~2021, we have senior unsecured notes outstanding due from 2024 through 2060 with a total carrying value of ~~$13.8~~$12.8 billion. Refer to Note 65 of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the ~~debts.~~notes.

In ~~July 2019,~~accordance with the authorizations of the Board of Directors of Alphabet, during the six months ended June 30, 2021, we repurchased and subsequently retired 11.1 million shares of Alphabet Class C capital stock for an aggregate amount of $24.2 billion, respectively. In April 2021, the Board of Directors of Alphabet authorized the company to repurchase up to ~~$25.0 billion of its Class C capital stock, which was completed during the third quarter of 2020. In July 2020, the Board of Directors of~~


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~~Alphabet authorized the company to repurchase up to~~ an additional ~~$28.0~~$50.0 billion of its Class C capital stock. In July 2021, the Alphabet board approved an amendment to the April 2021 authorization, permitting the company to repurchase both Class A and Class C shares in a manner deemed in the best interest of the company and its stockholders, taking into account the economic cost and prevailing market conditions, including the relative trading prices and volumes of the Class A and Class C shares. As of ~~September~~June 30, ~~2020, $25.5~~2021, $43.5 billion remains authorized and available for repurchase. The repurchases are being executed from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. The repurchase program does not have an expiration date. Refer to Note 1110 of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Capital Expenditures and Leases

We make investments in land and buildings for data centers and offices and information technology assets through purchases of property and equipment and lease arrangements to provide capacity for the growth of our services and products.

During the ~~nine~~six months ended ~~September~~June 30, 2020 and 2021, we spent ~~$16.8~~$11.4 billion and $11.4 billion on capital expenditures and recognized total operating lease assets of ~~$2.2 billion.~~ $1.4 billion and $1.6 billion, respectively. As of ~~September~~June 30, ~~2020,~~2021, the amount of total future lease payments under operating leases, which had a weighted average remaining lease term of 9 years, was ~~$14.9~~$15.8 billion. As of June 30, 2021, we have entered into leases that have not yet commenced with future lease payments of $7.4 billion,. excluding purchase options, that are not yet recorded on our Consolidated Balance Sheets. These leases will commence between 2021 and 2026 with non-cancelable lease terms of 1 to 25 years.

For the six months ended June 30, 2020 and 2021, our depreciation and impairment expenses on property and equipment were $6.1 billion and $5.3 billion, respectively. The change in estimated useful life of our servers and certain network equipment was effective beginning in fiscal year 2021. The effect of this change in accounting estimate was a reduction in depreciation expense of $1.6 billion for the six months ended June 30, 2021. For the six months ended June 30, 2020 and 2021, our operating lease expenses (including variable lease costs), were $1.4 billion and $1.6 billion, respectively. Finance leases w~~ere~~were not material for the ~~nine~~six months ended ~~September 30, 2020. Refer to Note 4 of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the leases.~~

~~The following table presents our cash flows (in millions, unaudited):~~

Nine Months Ended
September 30,
2019 2020
Net cash provided by operating activities $ 40,093 $ 42,447
Net cash used in investing activities $ (24,788) $ (25,492)
Net cash used in financing activities $ (15,883) $ (15,138)

~~Cash Provided by Operating Activities~~

Our largest source of cash provided by our operations are advertising revenues generated by Google properties and Google Network Members' properties. Additionally, we generate cash through sales of apps, in-app purchases, digital content products, and hardware; and licensing and service fees including fees received for Google Cloud offerings and subscription-based products.

Our primary uses of cash from our operating activities include payments to our Google Network Members and distribution partners, and payments for content acquisition costs. In addition, uses of cash from operating activities include compensation and related costs, hardware inventory costs, other general corporate expenditures, and income taxes.

~~Net cash provided by operating activities increased from the nine months ended September 30, 2019 to the nine months ended September 30, 2020~~ ~~primarily due to the net impact of increases in cash received from revenues and cash paid for cost of revenues and operating expenses, and changes in operating assets and liabilities.~~

~~Cash Used in Investing Activities~~

Cash provided by investing activities consists primarily of maturities and sales of our investments in marketable and non-marketable securities. Cash used in investing activities consists primarily of purchases of property and equipment, which primarily includes our investments in land and buildings for data centers, offices and information technology infrastructure to provide capacity for the growth of our businesses; purchases of marketable and non-marketable securities; and payments for acquisitions.

~~Net cash used in investing activities increased from the nine months ended September 30, 2019 to the nine months ended September~~June 30, 2020 ~~primarily due to an increase in purchases of marketable securities, partially offset by a net increase in maturities~~ and ~~sales of marketable securities.~~2021.

~~Cash Used in Financing Activities~~

Cash provided by financing activities consists primarily of proceeds from issuance of debt and proceeds from the sale of interest in consolidated entities. Cash used in financing activities consists primarily of net payments related to stock-based award activities, repurchases of capital stock, and repayments of debt.

Net cash used in financing activities decreased from the nine months ended September 30, 2019 to the nine months ended September 30, 2020 primarily due to increases in proceeds from issuance of debt and proceeds from the sale of interest in consolidated entities, partially offset by an increase in cash payments for repurchases of capital stock.


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Critical Accounting Policies and Estimates

See Part II, Item 7, "Critical Accounting Policies and Estimates" in our Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020. There have been no material changes to our critical accounting policies and estimates since our Annual Report on Form 10-K for the year ended December 31, ~~2019, certain of which are further described below.~~

~~As of~~ ~~September 30, 2020~~ the impact of COVID-19 continues to unfold and as a result, certain of our estimates and assumptions require increased judgment and carry a higher degree of variability and volatility that could result in material changes to our estimates in future periods.

~~Income Taxes~~

We are subject to income taxes in the U.S. and foreign jurisdictions. Significant judgment is required in evaluating our uncertain tax positions and determining our provision for income taxes. Our interim tax accruals are based on an estimated annual effective tax rate applied to year-to-date income along with certain discrete items recorded in the period. Estimates of the annual effective tax rate at the end of an interim period are based on our best estimate of future events and transactions which, as a result of COVID-19, may be impacted by a higher degree of variability and volatility. As such, evolving facts and circumstances surrounding these forecasts could result in the application of different provisions of tax laws and cause our estimated annual effective tax rate to change significantly through the remainder of the year.

Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax outcome of these matters will not be different. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes and the effective tax rate in the period in which such determination is made.

The provision for income taxes includes the effect of reserve provisions and changes to reserves that are considered appropriate as well as the related net interest and penalties. In addition, we are subject to the continuous examination of our income tax returns by the Internal Revenue Service ("IRS") and other tax authorities which may assert assessments against us. We regularly assess the likelihood of adverse outcomes resulting from these examinations and assessments to determine the adequacy of our provision for income taxes.2020.

Available Information

Our website is located at www.abc.xyz, and our investor relations website is located at www.abc.xyz/investor. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and our Proxy Statements, and any amendments to these reports, are available through our investor relations website, free of charge, after we file them with the SEC. We also provide a link to the section of the SEC's website at www.sec.gov that has all of the reports that we file or furnish with the SEC.

We webcast via our investor relations website our earnings calls and certain events we participate in or host with members of the investment community. Our investor relations website also provides notifications of news or announcements regarding our financial performance and other items of interest to our investors, including SEC filings, investor events, press and earnings releases, and blogs. We also share Google news and product updates on Google’s Keyword blog at https://www.blog.google/, which may be of interest or material to our investors. Further, corporate governance information, including our certificate of incorporation, bylaws, governance guidelines,


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board committee charters, and code of conduct, is also available on our investor relations website under the heading "Other." The content of our websites are not incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to financial market risks, including changes in foreign currency exchange rates, interest rates and equity investment risks. ~~Due~~Our exposure to ~~financial~~ market ~~movements in fiscal year 2020~~risk has not changed materially since December 31, 2020. For quantitative and ~~changes~~qualitative disclosures about market risk, refer to ~~our expectations of near-term possible movements caused by the impact of COVID-19, we are providing an update to the disclosures made~~Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for the year ended December 31, ~~2019 regarding quantitative and qualitative disclosures about market risk as of September 30,~~ 2020.


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~~Foreign Currency Exchange Risk~~

We transact business globally in multiple currencies. Our international revenues, as well as costs and expenses denominated in foreign currencies, expose us to the risk of fluctuations in foreign currency exchange rates against the U.S. dollar. Principal currencies hedged included the Australian dollar, British pound, Canadian dollar, Euro and Japanese yen. For the purpose of analyzing foreign currency exchange risk, we considered the historical trends in foreign currency exchange rates and determined that it was reasonably possible that adverse changes in exchange rates o~~f 10% could be experienced in the near term.~~

We use foreign exchange forward contracts to offset the foreign exchange risk on our assets and liabilities denominated in currencies other than the local currency of the subsidiary. These forward contracts reduce, but do not entirely eliminate, the effect of foreign currency exchange rate movements on our assets and liabilities. The foreign currency gains and losses on the assets and liabilities are recorded in other income (expense), net, which are offset by the gains and losses on the forward contracts.

If an adverse 10% foreign currency exchange rate change was applied to total monetary assets and liabilities denominated in currencies other than the local currencies at the balance sheet date, it would have resulted in an adverse effect on income before income taxes of approximatel~~y $339 million~~ ~~as of September 30, 2020 after consideration of the effect of foreign exchange contracts in place.~~

We use foreign currency forwards and option contracts, including collars (an option strategy comprised of a combination of purchased and written options) to protect our forecasted U.S. dollar-equivalent earnings from changes in foreign currency exchange rates. When the U.S. dollar strengthens, gains from foreign currency options and forwards reduce the foreign currency losses related to our earnings. When the U.S. dollar weakens, losses from foreign currency collars and forwards offset the foreign currency gains related to our earnings. These hedging contracts reduce, but do not entirely eliminate, the effect of foreign currency exchange rate movements. We designate these contracts as cash flow hedges for accounting purposes. We reflect the gains or losses of foreign currency spot rate changes as a component of AOCI and subsequently reclassify them into revenues to offset the hedged exposures as they occur.

If the U.S. dollar weakened by 10% as of September 30, 2020, the amount recorded in AOCI related to our foreign exchange contracts before tax effect would have been approximately $685 million lower as of September 30, 2020. The change in the value recorded in AOCI would be expected to offset a corresponding foreign currency change in forecasted hedged revenues when recognized.

We use foreign exchange forward contracts designated as net investment hedges to hedge the foreign currency risks related to our investment in foreign subsidiaries. These forward contracts serve to offset the foreign currency translation risk from our foreign operations.

~~If the U.S. dollar weakened by 10%, the amount recorded in cumulative translation adjustment ("CTA") within AOCI related to our net investment hedge would have been approximately~~ ~~$977 million~~ ~~lower as of September 30, 2020. The change in value recorded in CTA would be expected to offset a corresponding foreign currency translation gain or loss from our investment in foreign subsidiaries.~~

~~Interest Rate Risk~~

Our Corporate Treasury investment strategy is to achieve a return that will allow us to preserve capital and maintain liquidity. We invest primarily in debt securities including those of the U.S. government and its agencies, corporate debt securities, mortgage-backed securities, money market and other funds, municipal securities, time deposits, asset backed securities, and debt instruments issued by foreign governments. By policy, we limit the amount of credit exposure to any one issuer. Our investments in both fixed rate and floating rate interest earning securities carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely affected due to a rise in interest rates, while floating rate securities may produce less income than predicted if interest rates fall. Unrealized gains or losses on our marketable debt securities are primarily due to interest rate fluctuations as compared to interest rates at the time of purchase. We account for both fixed and variable rate securities at fair value with gains and losses recorded in AOCI until the securities are sold, less any expected credit losses.

We use value-at-risk ("VaR") analysis to determine the potential effect of fluctuations in interest rates on the value of our marketable debt security portfolio. The VaR is the expected loss in fair value, for a given confidence interval, for our investment portfolio due to adverse movements in interest rates. We use a variance/covariance VaR


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~~model with 95% confidence interval. The estimated one-day loss in fair value of our marketable debt securities as of September 30, 2020 are shown below (in millions):~~

As of September 30, 2020 12-Month Average
as of September 30, 2020
Risk Category - Interest Rate $ 169 $ 153

Actual future gains and losses associated with our marketable debt security portfolio may differ materially from the sensitivity analyses performed as of September 30, 2020 due to the inherent limitations associated with predicting the timing and amount of changes in interest rates and our actual exposures and positions. VaR analysis is not intended to represent actual losses but is used as a risk estimation.

~~Equity Investment Risk~~

~~Our marketable and non-marketable equity securities are subject to a wide variety of market-related risks that could substantially reduce or increase the fair value of our holdings.~~

Our marketable equity securities are publicly traded stocks or funds and our non-marketable equity securities are investments in privately held companies, some of which are in the startup or development stages.

We record our marketable equity securities not accounted for under the equity method at fair value based on readily determinable market values, of which publicly traded stocks and mutual funds are subject to market price volatility, and represent $5.0 billion of our investments as of September 30, 2020. A hypothetical adverse price change of 30%, which could be experienced in the near term, would decrease the fair value of our marketable equity securities by $1.5 billion.

Our non-marketable equity securities not accounted for under the equity method are adjusted to fair value for observable transactions for identical or similar investments of the same issuer or impairment (referred to as the measurement alternative). The fair value measured at the time of the observable transaction is not necessarily an indication of the current fair value as of the balance sheet date. These investments, especially those that are in the early stages, are inherently risky because the technologies or products these companies have under development are typically in the early phases and may never materialize and they may experience a decline in financial condition, which could result in a loss of a substantial part of our investment in these companies. The success of our investment in any private company is also typically dependent on the likelihood of our ability to realize appreciation in the value of our investments through liquidity events such as public offerings, acquisitions, private sales or other market events. As of September 30, 2020, the carrying value of our non-marketable equity securities, which were accounted for under the measurement alternative, was $12.9 billion~~. Valuations of our equity investments in private companies are inherently more complex due to the lack of readily~~ available market data. Volatility in the global economic climate and financial markets could result in a significant impairment charge relating to our non-marketable equity securities. Changes in valuation of non-marketable equity securities may not directly correlate with changes in valuation of marketable equity securities. Additionally, observable transactions at lower valuations could result in significant losses on our non-marketable equity securities. The effect of COVID-19 on our impairment assessment requires significant judgment due to the uncertainty around the duration and severity of the impact.

The carrying values of our equity method investments, which totaled approximately $1.3 billion as of September 30, 2020, generally do not fluctuate based on market price changes, however these investments could be impaired if the carrying value exceeds the fair value and is not expected to recover.

~~For further information about our equity investments, please refer to Note 3 of the~~ ~~Notes to Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.~~

ITEM 4.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q.

Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of ~~September~~June 30, ~~2020,~~2021, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management,


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including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

We rely extensively on information systems to manage our business and summarize and report operating results. In 2019, we began a multi-year implementation of a new global enterprise resource planning ~~(“ERP”~~("ERP") system, which will replace much of our existing core financial systems. The ERP system is designed to accurately maintain our financial records, enhance the flow of financial information, improve data management and provide timely information to our management team. The implementation is expected to ~~occur~~continue in phases over the next ~~several~~few years. During the quarter ended ~~September~~June 30, ~~2020,~~2021, we completed the ~~general ledger and consolidated financial reporting phase~~implementation of ~~the implementation~~certain of our subledgers, which included ~~select~~ changes to our financial close processes, procedures and internal ~~control~~controls over financial reporting. As we continue with our phased implementation, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

Other than the implementation of the ~~general ledger and consolidated financial reporting phase of our new global ERP system,~~subledgers as described above, there were no changes in our internal control over financial reporting that occurred during the quarter ended ~~September~~June 30, ~~2020~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

As a result of COVID-19, our global workforce continued to operate primarily in a work from home environment for the quarter ended ~~September~~June 30, ~~2020.~~2021. While ~~pre-existing controls were not specifically designed~~we continue to ~~operate~~evolve our work model in ~~our current work from home operating environment,~~response to the uneven effects of the ongoing pandemic around the world, we believe that our internal controls over financial reporting continue to be effective. We have continued to re-evaluate and refine our financial reporting process to provide reasonable assurance that we could report our financial results accurately and timely.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II. OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

For a description of our material pending legal proceedings, see Note 109 “Contingencies - Legal Matters” of the Notes to Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

ITEM 1A.RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties, including ~~but not limited to~~ those described ~~below,~~in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2020, which could ~~harm our business, reputation, financial condition, and operating results.~~

~~Risks Specific to our Company~~

~~We generate a significant portion of our revenues from advertising, and reduced spending by advertisers, a loss of partners, or new and existing technologies that block ads online and/or~~adversely affect ~~our ability to customize ads could harm our business.~~

~~We generated over 83% o~~f total revenues from the display of ads online in 2019 and 80% in the nine months ended September 30, 2020. Many of our advertisers, companies that distribute our products and services, digital publishers, and content providers can terminate their contracts with us at any time. These partners may not continue to do business with us if we do not create more value (such as increased numbers of users or customers, new sales leads, increased brand awareness, or more effective monetization) than their available alternatives. Changes to our advertising policies and data privacy practices, as well as changes to other companies’ advertising policies or practices may affect the advertising that we are able to provide, which could harm our business. In addition, technologies have been developed that make customized ads more difficult or that block the display of ads altogether and some providers of online services have integrated technologies that could potentially impair the availability and functionality of third-party digital advertising. Failing to provide superior value or deliver advertisements effectively and competitively could harm our reputation, financial condition, and operating results.

In addition, expenditures by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns. Adverse macroeconomic conditions, including COVID-19 and its effects on the global economy (as discussed in greater detail in our COVID-19 risk factor under ‘General Risks’ below), have impacted the demand for advertising and resulted in fluctuations in the amounts our advertisers spend on advertising, and could have an adverse impact on such demand and spend, which could harm our financial condition and operating results.

We face intense competition. If we do not continue to innovate and provide products and services that are useful to users, we may not remain competitive, which could harm our business and operating results.

Our business environment is rapidly evolving and intensely competitive. Our businesses face changing technologies, shifting user needs, and frequent introductions of rival products and services. To compete successfully, we must accurately anticipate technology developments and deliver innovative, relevant and useful products, services, and technologies in a timely manner. As our businesses evolve, the competitive pressure to innovate will encompass a wider range of products and services. We must continue to invest significant resources in research and development, including through acquisitions, in order to enhance our technology and new and existing products and services.

We have many competitors in different industries. Our current and potential domestic and international competitors range from large and established companies to emerging start-ups. Some competitors have longer operating histories in various sectors. They can use their experience and resources in ways that could affect our competitive position, including by making acquisitions, continuing to invest heavily in research and development and in talent, aggressively initiating intellectual property claims (whether or not meritorious), and continuing to compete aggressively for users, advertisers, customers, and content providers. Our competitors may be able to innovate and provide products and services faster than we can or may foresee the need for products and services before us. For example, we are investing significantly in subscription-based products and services such as YouTube, which face intense competition from large experienced companies with well established relationships with users.

Our operating results may also suffer if our products and services are not responsive to the needs of our users, advertisers, publishers, customers, and content providers. As technologies continue to develop, our competitors may be able to offer experiences that are, or that are seen to be, substantially similar to or better than ours. This may force us to compete in different ways and expend significant resources in order to remain competitive. If our competitors are more successful than we are in developing compelling products or in attracting and retaining users, advertisers, publishers, customers, and content providers, our operating results could be harmed.


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~~Our ongoing investment in new businesses, products, services, and technologies is inherently risky, and could disrupt our current operations and harm our financial condition and operating results.~~

We have invested and expect to continue to invest in new businesses, products, services, and technologies. The investments that we are making across Google and Other Bets reflect our ongoing efforts to innovate and provide products and services that are useful to users, advertisers, publishers, customers, and content providers. Our investments in Google and Other Bets span a wide range of industries beyond online advertising. Such investments ultimately may not be commercially viable or may not result in an adequate return of capital and, in pursuing new strategies, we may incur unanticipated liabilities. These endeavors may involve significant risks and uncertainties, including diversion of management resources and, with respect to Other Bets, the use of alternative investment, governance, or compensation structures that may fail to adequately align incentives across the company or otherwise accomplish their objectives.

Within Google, we continue to invest heavily in hardware, including our smartphones and home devices, which is a highly competitive market with frequent introduction of new products and services, rapid adoption of technological advancements by competitors, short product life cycles, evolving industry standards, continual improvement in product price and performance characteristics, and price and feature sensitivity on the part of consumers and businesses. There can be no assurance we will be able to provide hardware that competes effectively.

We are also devoting significant resources to develop and deploy our enterprise-ready cloud services, including Google Cloud Platform and Google Workspace. We are incurring costs to build and maintain infrastructure to support cloud computing services and hire talent, particularly to support and scale the Cloud salesforce. At the same time, our competitors are rapidly developing and deploying cloud-based services. Pricing and delivery models are competitive and evolving, and we may not attain sufficient scale and profitability to achieve our business objectives.

Within Other Bets, we are investing significantly in the areas of health, life sciences, and transportation, among others. These investment areas face intense competition from large experienced and well-funded competitors and our offerings may not be able to compete effectively or to operate at sufficient levels of profitability.

In addition, new and evolving products and services, including those that use artificial intelligence and machine learning, raise ethical, technological, legal, regulatory, and other challenges, which may negatively affect our brands and demand for our products and services. Because all of these new ventures are inherently risky, no assurance can be given that such strategies and offerings will be successful and will not harm our reputation, financial condition, and operating results.

~~Our revenue growth rate could decline over time, and we anticipate downward pressure on our operating margin in the future.~~

Our revenue growth rate could decline over time as a result of a number of factors, including increasing competition and the continued expansion of our business into a variety of new fields. Changes in device mix, geographic mix, ongoing product and policy changes, product mix, and property mix and an increasing competition for advertising may also affect our advertising revenue growth rate. We may also experience a decline in our revenue growth rate as our revenues increase to higher levels, if there is a decrease in the rate of adoption of our products, services, and technologies, or due to deceleration or decline in demand for devices used to access our services, among other factors. In addition, COVID-19 and its effects on the global economy has impacted and may continue to adversely impact our revenue growth rate (as discussed in greater detail in our COVID-19 risk factor under ‘General Risks’ below).

In addition to a decline in our revenue growth rate, we may also experience downward pressure on our operating margin resulting from a variety of factors, such as the continued expansion of our business into new fields, including products and services such as hardware, Google Cloud, Google Play, gaming, and subscription products, as well as significant investments in Other Bets, all of which may have margins lower than those we generate from advertising. We may also experience downward pressure on our operating margins from increasing competition and increased costs for many aspects of our business, including within advertising where changes such as device mix, property mix, and partner agreements can affect margin. The margin we earn on revenues generated from our Google Network Members could also decrease in the future if we pay a larger percentage of advertising fees to them. We may also pay increased TAC to our distribution partners as well as increased content acquisition costs to content providers. We may also face an increase in infrastructure costs, supporting businesses such as Search, Google Cloud, and YouTube. Many of our expenses are less variable in nature and may not correlate to changes in revenues.


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~~Due to these factors and the evolving nature of our business, our historical revenue growth rate and historical operating margin may not be indicative of our future performance.~~

~~Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brands as well as affect our ability to compete.~~

Our patents, trademarks, trade secrets, copyrights, and other intellectual property rights are important assets for us. Various events outside of our control pose a threat to our intellectual property rights, as well as to our products, services, and technologies. For example, effective intellectual property protection may not be available in every country in which our products and services are distributed or made available through the Internet. Also, the efforts we have taken to protect our proprietary rights may not be sufficient or effective. Although we seek to obtain patent protection for our innovations, it is possible we may not be able to protect some of these innovations. Moreover, we may not have adequate patent or copyright protection for certain innovations that later turn out to be important. Furthermore, there is always the possibility, despite our efforts, that the scope of the protection gained will be insufficient or that an issued patent may be deemed invalid or unenforceable.

We also seek to maintain certain intellectual property as trade secrets. The secrecy of such trade secrets and other sensitive information could be compromised, which could cause us to lose the competitive advantage resulting from these trade secrets. We also face risks associated with our trademarks. For example, there is a risk that the word “Google” could become so commonly used that it becomes synonymous with the word “search.” Some courts have ruled that "Google" is a protectable trademark, but it is possible that other courts, particularly those outside of the United States, may reach a different determination. If this happens, we could lose protection for this trademark, which could result in other people using the word “Google” to refer to their own products, thus diminishing our brand.

Any significant impairment of our intellectual property rights could harm our business and our ability to compete. Also, protecting our intellectual property rights is costly and time consuming. Any increase in the unauthorized use of our intellectual property could make it more expensive to do business and harm our operating results.

~~Our business depends on strong brands, and failing to maintain and enhance our brands would hurt our ability to expand our base of users, advertisers, customers, content providers, and other partners.~~

Our strong brands have significantly contributed to the success of our business. Maintaining and enhancing the brands within Google and Other Bets increases our ability to enter new categories and launch new and innovative products that better serve the needs of our users, advertisers, customers, content providers, and other partners. Our brands may be negatively affected by a number of factors, including, among others, reputational issues, third-party content shared on our platforms, data privacy and security issues and developments, and product or technical performance failures. For example, if we fail to appropriately respond to the sharing of misinformation or objectionable content on our services or objectionable practices by advertisers, or to otherwise adequately address user concerns, our users may lose confidence in our brands. Our brands may also be negatively affected by the use of our products or services to disseminate information that is deemed to be false or misleading.

~~Furthermore, failure to maintain and enhance equity in our brands may harm~~ our business, financial condition, results of operations, cash flows, and operating results. Our success will depend largely on our ability to remain a technology leader and continue to provide high-quality, innovative products and services that are truly useful and play a valuable role in a range of settings.

~~We face a number of manufacturing and supply chain risks that, if not properly managed, could harm our financial condition, operating results, and prospects.~~

~~We face a number of risks related to manufacturing and supply chain management, which could affect our ability to supply both our products and our internet-based services.~~

~~We rely on other companies to manufacture many~~the trading price of our ~~assemblies~~common and ~~finished products, to design certain of our components and parts, and to participate in the distribution of our products and services. Our business could be negatively affected if we~~capital stock. Below are not able to engage these companies with the necessary capabilities or capacity on reasonable terms, or if those we engage fail to meet their obligations (whether due to financial difficulties or other reasons), or make adverse changes in the pricing or other material terms of our arrangements with them.

We may experience supply shortages and price increases driven by raw material, component or part availability, manufacturing capacity, labor shortages, industry allocations, tariffs, trade disputes and barriers, natural disasters or pandemics (including COVID-19), the effects of climate change (such as sea level rise, drought, flooding, wildfires, and increased storm severity), and significant changes in the financial or business condition of


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our suppliers. We may experience shortages or other supply chain disruptions that could negatively affect our operations. In addition, some of the components we use in our technical infrastructure and products are available from only one or limited sources, and we may not be able to find replacement vendors on favorable terms in the event of a supply chain disruption. In addition, a significant supply interruption could delay critical data center upgrades or expansions and delay product availability.

We may enter into long term contracts for materials and products that commit us to significant terms and conditions. We may be liable for materials and products that are not consumed due to market acceptance, technological change, obsolescences, quality, product recalls, and warranty issues. For instance, because certain of our hardware supply contracts have volume-based pricing or minimum purchase requirements, if the volume of our hardware sales decreases or does not reach projected targets, we could face increased materials and manufacturing costs or other financial liabilities that could make our products more costly per unit to manufacture and negatively affect our financial results. Furthermore, certain of our competitors may negotiate more favorable contractual terms based on volume and other commitments that may provide them with competitive advantages and may affect our supply.

Our products and services may have quality issues resulting from design, manufacturing, or operations. Sometimes, these issues may be caused by components we purchase from other manufacturers or suppliers. If the quality of our products and services does not meet expectations or our products or services are defective, it could harm our reputation, financial condition, and operating results.

We require our suppliers and business partners to comply with laws and, where applicable, our company policies, such as the Google Supplier Code of Conduct, regarding workplace and employment practices, data security, environmental compliance and intellectual property licensing, but we do not control them or their practices. Violations of law or unethical business practices could result in supply chain disruptions, canceled orders, harm to key relationships, and damage to our reputation. Their failure to procure necessary license rights to intellectual property, could affect our ability to sell our products or services and expose us to litigation or financial claims.

Interruption, interference with, or failure of our information technology and communications systems could hurt our ability to effectively provide our products and services, which could harm our reputation, financial condition, and operating results. In addition, complications with the design or implementation of our new global enterprise resource planning system could harm our business and operations.

The availability of our products and services and fulfillment of our customer contracts depend on the continuing operation of our information technology and communications systems. Our systems are vulnerable to damage, interference, or interruption from terrorist attacks, natural disasters or pandemics (including COVID-19), the effects of climate change (such as sea level rise, drought, flooding, wildfires, and increased storm severity), power loss, telecommunications failures, computer viruses, ransomware attacks, computer denial of service attacks, phishing schemes, or other attempts to harm or access our systems. Some of our data centers are located in areas with a high risk of major earthquakes or other natural disasters. Our data centers are also subject to break-ins, sabotage, and intentional acts of vandalism, and, in some cases, to potential disruptions resulting from problems experienced by facility operators. Some of our systems are not fully redundant, and disaster recovery planning cannot account for all eventualities.

The occurrence of a natural disaster or pandemic (including COVID-19), closure of a facility, or other unanticipated problems at, or impacting, our data centers could result in lengthy interruptions in our service. In addition, our products and services are highly technical and complex and may contain errors or vulnerabilities, which could result in interruptions in or failure of our services or systems.

In addition, we rely extensively on information systems and technology to manage our business and summarize operating results. We are in the process of a multi-year implementation of a new ERP system, which will replace much of our existing core financial systems. The ERP system is designed to accurately maintain our financial records, enhance the flow of financial information, improve data management, and provide timely information to our management team. We may not be able to successfully implement the ERP system without experiencing delays, increased costs, and other difficulties. Failure to successfully design and implement the new ERP system as planned could harm our business, financial condition, and operating results. Additionally, if we do not effectively implement the ERP system as planned or the ERP system does not operate as intended, the effectiveness of our internal control over financial reporting could be negatively affected.

~~Our international operations expose us to additional risks that could harm our business, our financial condition, and operating results.~~


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Our international operations are significant to our revenues and net income, and we plan to continue to grow internationally. International revenues accounted for approximately 53% of our consolidated revenues in the nine months ended September 30, 2020. In addition to risks described elsewhere in this section, our international operations expose us to other risks, including the following:

•~~Restrictions on foreign ownership and investments, and stringent foreign exchange controls that might prevent us from repatriating cash earned in countries outside the U.S.~~

•Import and export requirements, tariffs, trade disputes and barriers, and customs classifications that may prevent us from offering products or providing services to a particular market, or that could limit our ability to source assemblies and finished products from a particular market, and may increase our operating costs.

•~~Longer payment cycles in some countries, increased credit risk, and higher levels of payment fraud.~~

•Evolving foreign events, including Brexit, the United Kingdom's withdrawal from the European Union (EU). Brexit may adversely affect our revenues and could subject us to new regulatory costs and challenges (including the transfer of personal data between the EU and the United Kingdom), in addition to other adverse effects that we are unable to effectively anticipate.

•Anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act, and other local laws prohibiting certain payments to government officials, violations of which could result in civil and criminal penalties.

•~~Uncertainty regarding liability for services and content, including uncertainty as a result of local laws and lack of legal precedent.~~

•Different employee/employer relationships, existence of works councils and labor unions, and other challenges caused by distance, language, and cultural differences, making it harder to do business in certain jurisdictions.

Because we conduct business in currencies other than U.S. dollars but report our financial results in U.S. dollars, we face exposure to fluctuations in foreign currency exchange rates. Although we hedge a portion of our international currency exposure, significant fluctuations in exchange rates between the U.S. dollar and foreign currencies may adversely affect our revenues and earnings. Hedging programs are also inherently risky and could expose us to additional risks that could harm our financial condition and operating results.

~~Risks Related to our Industry~~

People access the Internet through a variety of platforms and devices that continue to evolve with the advancement of technology and user preferences. If manufacturers and users do not widely adopt versions of our products and services developed for these new interfaces, our business could be harmed.

People access the Internet through a growing variety of devices such as desktop computers, mobile phones, smartphones, laptops and tablets, video game consoles, voice-activated speakers, wearables, automobiles, and television-streaming devices. Our products and services may be less popular on these new interfaces. Each manufacturer or distributor may establish unique technical standards for its devices, and our products and services may not be available on these devices as a result. Some manufacturers may also elect not to include our products on their devices. In addition, search queries are increasingly being undertaken via voice-activated speakers, apps, social media or other platforms, which could harm our business. It is hard to predict the challenges we may encounter in adapting our products and services and developing competitive new products and services. We expect to continue to devote significant resources to creating and supporting products and services across multiple platforms and devices. Failing to attract and retain a substantial number of new device manufacturers, suppliers, distributors, developers, and users, or failing to develop products and technologies that work well on new devices and platforms, could harm our business, financial condition, and operating results and ability to capture future business opportunities.

Data privacy and security concerns relating to our technology and our practices could damage our reputation, cause us to incur significant liability, and deter current and potential users or customers from using our products and services. Software bugs or defects, security breaches, and attacks on our systems could result in the improper disclosure and use of user data and interference with our users and customers’ ability to use our products and services, harming our business operations and reputation.

Concerns about our practices with regard to the collection, use, disclosure, or security of personal information or other data-privacy-related matters, even if unfounded, could harm our reputation, financial condition, and operating results. Our policies and practices may change over time as expectations regarding privacy and data change.


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Our products and services involve the storage and transmission of proprietary information, and bugs, theft, misuse, defects, vulnerabilities in our products and services, and security breaches expose us to a risk of loss of this information, improper use and disclosure of such information, litigation, and other potential liability. Systems and control failures, security breaches, failure to comply with our privacy policies, and/or inadvertent disclosure of user data could result in government and legal exposure, seriously harm our reputation and brand and, therefore, our business, and impair our ability to attract and retain users or customers. We expect to continue to expend significant resources to maintain security protections that shield against bugs, theft, misuse, or security vulnerabilities or breaches.

We experience cyber attacks and other attempts to gain unauthorized access to our systems on a regular basis. We may experience future security issues, whether due to employee error or malfeasance or system errors or vulnerabilities in our or other parties’ systems, which could result in significant legal and financial exposure. Government inquiries and enforcement actions, litigation, and adverse press coverage could harm our business. We may be unable to anticipate or detect attacks or vulnerabilities or implement adequate preventative measures. Attacks and security issues could also compromise trade secrets and other sensitive information, harming our business.

While we have dedicated significant resources to privacy and security incident response capabilities, including dedicated worldwide incident response teams, our response process, particularly during times of a natural disaster or pandemic (including COVID-19), may not be adequate, may fail to accurately assess the severity of an incident, may not respond quickly enough, or may fail to sufficiently remediate an incident. As a result, we may suffer significant legal, reputational, or financial exposure, which could harm our business, financial condition, and operating results.

~~Our ongoing investments in safety, security, and content review will likely continue to identify abuse of our platforms and misuse of user data.~~

In addition to our efforts to mitigate cyber attacks, we are making significant investments in safety, security, and content review efforts to combat misuse of our services and unauthorized access to user data by third parties, including investigations and review of platform applications that could access the information of users of our services. As a result of these efforts, we could discover incidents of unnecessary access to or misuse of user data or other undesirable activity by third parties. We may not discover all such incidents or activity, whether as a result of our data limitations, including our lack of visibility over our encrypted services, the scale of activity on our platform, or other factors, including factors outside of our control such as a natural disaster or pandemic (including COVID-19), and we may be notified of such incidents or activity via third parties. Such incidents and activities may include the use of user data or our systems in a manner inconsistent with our terms, contracts or policies, the existence of false or undesirable user accounts, election interference, improper ad purchases, activities that threaten people’s safety on- or offline, or instances of spamming, scraping, or spreading disinformation. We may also be unsuccessful in our efforts to enforce our policies or otherwise remediate any such incidents. Any of the foregoing developments may negatively affect user trust and engagement, harm our reputation and brands, require us to change our business practices in a manner adverse to our business, and adversely affect our business and financial results. Any such developments may also subject us to additional litigation and regulatory inquiries, which could result in monetary penalties and damages, divert management’s time and attention, and lead to enhanced regulatory oversight.

Problematic content, including low-quality user-generated content, web spam, content farms, and other violations of our guidelines could affect the quality of our services, which could damage our reputation and deter our current and potential users from using our products and services.

We, like others in the industry, face violations of our content guidelines, including sophisticated attempts by bad actors to manipulate our hosting and advertising systems to fraudulently generate revenues, or to otherwise generate traffic that does not represent genuine user interest or intent. While we invest significantly in efforts to promote high-quality and relevant results and to detect and prevent low-quality content and invalid traffic, we may be unable to adequately detect and prevent such abuses or promote high-quality content, particularly during times of a natural disaster or pandemic (including COVID-19).

Many websites violate or attempt to violate our guidelines, including by seeking to inappropriately rank higher in search results than our search engine's assessment of their relevance and utility would rank them. Such efforts (known as “web spam”) may affect the quality of content on our platforms and lead them to display false, misleading or undesirable content.

Although English-language web spam in our search results has been reduced, and web spam in most other languages is limited, we expect web spammers will continue to seek inappropriate ways to improve their rankings.


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We continuously combat web spam in our search results, including through indexing technology that makes it harder for spam-like, less useful web content to rank highly. We also continue to invest in and deploy proprietary technology to detect and prevent web spam from abusing our platforms.

We also face other challenges from low-quality and irrelevant content websites, including content farms, which are websites that generate large quantities of low-quality content to help them improve their search rankings. We are continually launching algorithmic changes focused on low-quality websites.

If we fail to either detect and prevent an increase in problematic content or effectively promote high-quality content, it could hurt our reputation for delivering relevant information or reduce use of our platforms, harming our financial condition or operating results. It may also subject us to litigation and regulatory inquiries, which could result in monetary penalties and damages, divert management’s time and attention, and lead to enhanced regulatory oversight.

Our business depends on continued and unimpeded access to the Internet by us and our users. Internet access providers may be able to restrict, block, degrade, or charge for access to certain of our products and services, which could lead to additional expenses and the loss of users and advertisers.

Our products and services depend on the ability of our users to access the Internet, and certain of our products require significant bandwidth to work effectively. Currently, this access is provided by companies that have significant market power in the broadband and internet access marketplace, including incumbent telephone companies, cable companies, mobile communications companies, and government-owned service providers. Some of these providers have taken, or have stated that they may take measures that could degrade, disrupt, or increase the cost of user access to certain of our products by restricting or prohibiting the use of their infrastructure to support or facilitate our offerings, by charging increased fees to us or our users to provide our offerings, or by providing our competitors preferential access. Some jurisdictions have adopted regulations prohibiting certain forms of discrimination by internet access providers; however, substantial uncertainty exists in the United States and elsewhere regarding such protections. For example, in 2018 the United States Federal Communications Commission repealed net neutrality rules, which could permit internet access providers to restrict, block, degrade, or charge for access to certain of our products and services. In addition, in some jurisdictions, our products and services have been subject to government-initiated restrictions or blockages. COVID-19 has also resulted in quarantines, shelter in place orders, and work from home directives, all of which have increased demands for internet access and may create access challenges. These could result in a loss of existing users, customers and advertisers, goodwill, and increased costs, and could impair our ability to attract new users, customers and advertisers, thereby harming our business.

~~Risks Related to Laws and Regulations~~

~~We are subject to increasing regulatory scrutiny as well as changes in public policies governing a wide range of topics that may negatively affect our business.~~

We and other companies in the technology industry are experiencing increased regulatory scrutiny. For instance, on October 20, 2020, the U.S. Department of Justice, joined by 11 state Attorneys General, filed an antitrust complaint against Google, alleging that Google violated U.S. antitrust laws relating to Search and Search advertising. Various other regulatory agencies, including competition, consumer protection, and privacy authorities, are reviewing our products and services. We continue to cooperate with these investigations. Prior, existing, and new investigations and regulatory actions have in the past and may in the future result in substantial fines and penalties, changes to our ~~products and services, alterations to~~risk factors since our ~~business operations, and civil litigation, all of which could harm our business, reputation, financial condition, and operating results.~~

Changes in international and local social, political, economic, tax, and regulatory conditions or in laws and policies governing a wide range of topics may increase our cost of doing business, limit our ability to pursue certain business models or offer certain products or services, and cause us to change our business practices. Further, our investment in a variety of new fields, including the health industry and payment services, also raises a number of new regulatory issues. These factors could harm our business and operating results in material ways.

~~A variety of new and existing laws and/or interpretations could harm our business.~~

We are subject to numerous U.S. and foreign laws and regulations covering a wide variety of subject matters. New laws and regulations (or new interpretations or applications of existing laws and regulations in a manner inconsistent with our practices) may make our products and services less useful, limit our ability to pursue certain business models or offer certain products and services, require us to incur substantial costs, expose us to unanticipated civil or criminal liability, or cause us to change our business practices. These laws and regulations are evolving and involve matters central to our business, including, among others:

•~~Competition laws and regulations around the world.~~


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•Privacy laws, such as the California Consumer Privacy Act of 2018 and related regulations that came into effect in January of 2020, which gives new data privacy rights to California residents, and SB-327 in California, which regulates the security of data in connection with internet connected devices.

•~~Data protection laws passed by many states within the U.S. and by certain countries regarding notification to data subjects and/or regulators when there is a security breach of personal data.~~

•~~Copyright or similar laws around the world, including the EU Directive~~Annual Report on Copyright in the Digital Single Market (EUCD) of April 17, 2019, which EU Member States must implement by June 7, 2021; and the proposed Code of Conduct drafted by the Australian Competition and Consumer Commission. These and similar laws that have been adopted or proposed introduce new constraining licensing regimes that could affect our ability to operate with respect to copyright protected works. The EUCD and similar laws could increase the liability of some content-sharing services with respect to content uploaded by their users. Some of these laws, as well as follow-on administrative or judicial actions, have also created or may create a new property right in news publications that limits the ability of some online services to interact with or present such content. They may also impose compensation negotiations with news agencies and publishersForm 10-K for the ~~use of such content, which may result in payment obligations that significantly exceed the value that such content provides to Google and its users.~~

•~~Data localization laws, which generally mandate that certain types of data collected in a particular country be stored and/or processed within that country.~~

•~~Various U.S. and international laws that govern the distribution of certain materials to children and regulate the ability of online services to collect information from minors.~~

•Various laws with regard to content removal and disclosure obligations, such as the Network Enforcement Act in Germany, which may affect our businesses and operations and may subject us to significant fines if such laws are interpreted and applied in a manner inconsistent with our practices or when we may not proactively discover such content due to the scale of third-party content and the limitations of existing technologies. Other countries, including Singapore, Australia, and the United Kingdom, have implemented or are considering similar legislation imposing penalties for failure to remove certain types of content.

~~In addition, the applicability and scope of these laws, as interpreted by the courts, remain uncertain and could harm our business. For example:~~

•We rely on statutory safe harbors, as set forth in the Digital Millennium Copyright Act and Section 230 of the Communications Decency Act in the United States and the E-Commerce Directive in Europe, against liability for various linking, caching, and hosting activities. Any legislation or court rulings affecting these safe harbors may adversely affect us. There are legislative proposals in both the US and EU that could reduce our safe harbor protection.

•Court decisions such as the judgment of the Court of Justice of the European Union (CJEU) on May 13, 2014 on the ‘right to be forgotten,’ which allows individuals to demand that Google remove search results about them in certain instances, may limit the content we can show to our users and impose significant operational burdens.

The introduction of new businesses, products, services, and technologies, our activities in certain jurisdictions, or other actions we take may subject us to additional laws and regulations. The costs of compliance with these laws and regulations are high and are likely to increase in the future. Any failure on our part to comply with laws and regulations can result in negative publicity and diversion of management time and effort and may subject us to significant liabilities and other penalties.

~~We are subject to claims, suits, government investigations, and other proceedings that may harm our business, financial condition, and operating results.~~

We are subject to claims, suits, and government investigations involving competition, intellectual property, data privacy and security, consumer protection, tax, labor and employment, commercial disputes, content generated by our users, goods and services offered by advertisers or publishers using our platforms, and other matters. Due to our manufacturing and sale of an expanded suite of products, including hardware as well as Google Cloud offerings, we also are subject to a variety of claims including product warranty, product liability, and consumer protection claims related to product defects, among other litigation. We may also be subject to claims involving health and safety, hazardous materials usage, other environmental impacts, or service disruptions or failures.

Any of these types of legal proceedings can have an adverse effect on us because of legal costs, diversion of management resources, negative publicity and other factors. Determining reserves for our pending litigation is a


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complex, fact-intensive process that requires significant judgment. The resolution of one or more such proceedings has resulted in, and may in the future result in, additional substantial fines, penalties, injunctions, and other sanctions that could harm our business, financial condition, and operating results.

~~We may be subject to legal liability associated with providing online services or content.~~

Our products and services let users exchange information, advertise products and services, conduct business, and engage in various online activities. We also place advertisements displayed on other companies’ websites, and we offer third-party products, services, and/or content. The law relating to the liability of online service providers for others’ activities on their services is still somewhat unsettled both within the U.S. and internationally. Claims have been brought against us for defamation, negligence, breaches of contract, copyright and trademark infringement, unfair competition, unlawful activity, torts, fraud, or other legal theories based on the nature and content of information available on or via our services.

We may be subject to claims by virtue of our involvement in hosting, transmitting, marketing, branding, or providing access to content created by third parties. Defense of any such actions could be costly and involve significant time and attention of our management and other resources, may result in monetary liabilities or penalties, and may require us to change our business in an adverse manner.

~~Privacy and data protection regulations are complex and rapidly evolving areas. Adverse interpretations of these laws could harm our business, reputation, financial condition, and operating results.~~

Authorities around the world have adopted and are considering a number of legislative and regulatory proposals concerning data protection and limits on encryption of user data. Adverse legal rulings, legislation, or regulation could result in fines and orders requiring that we change our data practices, which could have an adverse effect on our ability to provide services, harming our business operations. Complying with these evolving laws could result in substantial costs and harm the quality of our products and services, negatively affecting our business, and may be particularly challenging during certain times, such as a natural disaster or pandemic (including COVID-19).

Recent legal developments in Europe have created compliance uncertainty regarding transfers of personal data from Europe to the United States. For example, the General Data Protection Regulation (GDPR) applies to all of our activities conducted from an establishment in the EU or related to products and services that we offer to EU users or customers, or the monitoring of their behavior in the EU. The GDPR creates a range of new compliance obligations.

Ensuring compliance with the GDPR is an ongoing commitment that involves substantial costs, and despite our efforts, governmental authorities or others have asserted and may continue to assert that our business practices fail to comply with its requirements. If our operations are found to violate GDPR requirements, we may incur substantial fines, have to change our business practices, and face reputational harm, any of which could have a material adverse effect on our business. In particular, serious breaches of the GDPR can result in administrative fines of up to 4% of annual worldwide revenues. Fines of up to 2% of annual worldwide revenues can be levied for other specified violations.

The EU-U.S. and the Swiss-U.S. Privacy Shield frameworks allow U.S. companies that self-certify to the U.S. Department of Commerce and publicly commit to comply with specified requirements to import personal data from the EU and Switzerland. Recently, the CJEU ruled that the EU-U.S. Privacy Shield is an invalid transfer mechanism, but upheld Standard Contractual Clauses as a valid transfer mechanism, provided they meet certain requirements. The validity of data transfer mechanisms remains subject to legal, regulatory, and political developments in both Europe and the U.S. The invalidation of the EU-U.S. Privacy Shield and potential invalidation of other data transfer mechanisms could have a significant adverse impact on our ability to process and transfer personal data outside of the EEA.

~~These developments create some uncertainty, and compliance obligations could cause us to incur costs or harm the operations of our products and services in ways that harm our business.~~

We face, and may continue to face intellectual property and other claims that could be costly to defend, result in significant damage awards or other costs (including indemnification awards), and limit our ability to use certain technologies in the future.

We, like other internet, technology and media companies, are frequently subject to litigation based on allegations of infringement or other violations of intellectual property rights. In addition, patent-holding companies may frequently seek to generate income from patents they have obtained by bringing claims against us. As we have


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~~grown, the number of intellectual property claims against us has increased and may continue to increase as we develop new products, services, and technologies.~~

We have had patent, copyright, trade secret, and trademark infringement lawsuits filed against us claiming that certain of our products, services, and technologies infringe the intellectual property rights of others. Other parties have also sought broad injunctive relief against us by filing claims in U.S. and international courts and the U.S. International Trade Commission (ITC) for exclusion and cease-and-desist orders, which could limit our ability to sell our products or services in the U.S. or elsewhere if our products or services or those of our customers or suppliers are found to infringe the intellectual property subject to the claims. Adverse results in any of these lawsuits may include awards of monetary damages, costly royalty or licensing agreements (if licenses are available at all), or orders preventing us from offering certain features, functionalities, products, or services. They may also cause us to change our business practices and require development of non-infringing products, services, or technologies, which could result in a loss of revenues for us and otherwise harm our business.

Many of our agreements with our customers and partners, including certain suppliers, require us to defend against certain intellectual property infringement claims and in some cases indemnify them for certain intellectual property infringement claims against them, which could result in increased costs for defending such claims or significant damages if there were an adverse ruling in any such claims. Such customers and partners may also 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 affect our business. Moreover, intellectual property indemnities provided to us by our suppliers, when obtainable, may not cover all damages and losses suffered by us and our customers arising from intellectual property infringement claims. Furthermore, in connection with our divestitures, we have agreed, and may in the future agree, to provide indemnification for certain potential liabilities, including those associated with intellectual property claims.

Regardless of their merits, intellectual property claims are often time consuming and expensive to litigate or settle. To the extent such claims are successful, they may harm our business, including our product and service offerings, financial condition, or operating results.

~~Risks Related to Ownership of our Stock~~year ended December 31, 2020.

We cannot guarantee that any share repurchase program will be fully consummated or ~~that any share repurchase program~~ will enhance long-term stockholder value, and share repurchases could increase the volatility of ~~the price of~~ our stock prices and could diminish our cash reserves.

We engage in share repurchases of our Class A and Class C stock from time to ~~time. In July 2019~~time in accordance with authorizations from the Board of Directors of Alphabet authorized the company to repurchase up to $25.0 billion of its Class C capital stock, which was completed during the third quarter of 2020. In July 2020, the Board of Directors of Alphabet authorized the company to repurchase up to an additional $28.0 billion of its Class C capital stock. As of September 30, 2020, $25.5 billion remains available for repurchase.Alphabet. Our repurchase program does not have an expiration date and does not obligate Alphabet to repurchase any specific dollar amount or to acquire any specific number of shares. ~~Our~~Further, our share ~~repurchase program~~repurchases could affect ~~the price of~~ our ~~stock and~~share trading prices, increase their volatility, reduce our cash reserves and may be suspended or terminated at any time, which may result in a decrease in the trading ~~price~~prices of our stock.

The concentration of our stock ownership limits our stockholders’ ability to influence corporate matters.

Our Class B common stock has 10 votes per share, our Class A common stock has one vote per share, and our Class C capital stock has no voting rights. As of ~~September~~June 30, ~~2020,~~2021, Larry Page and Sergey Brin beneficially owned ~~approximate~~ly ~~85.2%~~approximately 85.3% of our outstanding Class B common stock, which represented ~~approximate~~lyapproximately 51.5% of of the voting power of our outstanding common stock. Through their stock ownership, Larry and Sergey have significant influence over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or our assets, for the foreseeable future. In addition, because our Class C capital stock carries no voting rights (except as required by applicable law), the issuance of the Class C capital stock, including in future stock-based acquisition transactions and to fund employee equity incentive programs, could continue Larry and Sergey’s current relative voting power and their ability to elect all of our directors and to determine the outcome of most matters submitted to a vote of our stockholders. The share repurchases made pursuant to our repurchase program may also affect Larry and Sergey’s relative voting power. This concentrated control limits or severely restricts other stockholders’ ability to influence corporate matters and we may take actions that some of our stockholders do not view as beneficial, which could reduce the market price of our Class A common stock and our Class C capital stock.

~~Provisions in our charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable.~~


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Provisions in Alphabet’s certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:

•Our certificate of incorporation provides for a tri-class capital stock structure. As a result of this structure, Larry and Sergey have significant influence over all matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or our assets. This concentrated control could discourage others from initiating any potential merger, takeover, or other change of control transaction that other stockholders may view as beneficial. As noted above, the issuance of the Class C capital stock could have the effect of continuing the influence of Larry and Sergey.

•Our Board of Directors has the right to elect directors to fill a vacancy created by the expansion of the Board of Directors or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors.

•Our stockholders may not act by written consent. As a result, a holder, or holders, controlling a majority of our capital stock would not be able to take certain actions without holding a stockholders' meeting.

•~~Our certificate of incorporation prohibits cumulative voting in the election of directors. This limits the ability of minority stockholders to elect director candidates.~~

•Stockholders must provide advance notice to nominate individuals for election to the Board of Directors or to propose matters that can be acted upon at a stockholders’ meeting. These provisions may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of our company.

•Our Board of Directors may issue, without stockholder approval, shares of undesignated preferred stock. The ability to issue undesignated preferred stock makes it possible for our Board of Directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.

As a Delaware corporation, we are also subject to certain Delaware anti-takeover provisions. Under Delaware law, a corporation may not engage in a business combination with any holder of 15% or more of its outstanding voting stock unless the holder has held the stock for three years or, among other things, the Board of Directors has approved the transaction. Our Board of Directors could rely on Delaware law to prevent or delay an acquisition of us.

~~General Risks~~

~~The continuing impacts of COVID-19 are highly unpredictable and could be significant, and may have an adverse effect on our business, operations and our future financial performance.~~

In late 2019, COVID-19 emerged and by March 11, 2020 was declared a global pandemic by The World Health Organization. Governments and municipalities around the world instituted measures in an effort to control the spread of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions, and closure of non-essential businesses. Since the end of March, the macroeconomic impacts continue to be significant, evolving and unpredictable, exhibited by, among other things, a rise in unemployment, changes in consumer behavior, and market volatility.

~~The global healt~~h and economic implications of this pandemic have adversely impacted our business, operations and financial performance and could impact them significantly in the future. As a result of the scale of the ongoing pandemic and the speed at which the global community has been impacted, our quarterly revenue growth rate and expense as a percentage of our revenues differed from our historical rate, may differ significantly in future periods, and our future operating results may fall below expectations.

~~The future impact of the ongoing pandemic on our business, operations and future financial performance could include, but are not limited to:~~

•Significant decline in advertising revenues as advertiser spending slows due to an economic downturn. This decline in advertising revenues could persist through and beyond a recessionary period. In addition, we may experience a significant and prolonged shift in user behavior such as a shift in interests to less commercial topics.

•Significant decline in other revenues due to a decline in customer demand. For example, if consumer demand for electronics significantly declines, our hardware revenues could be significantly impacted.


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•Adverse impacts to our operating income, operating margin, net income, EPS and respective growth rates - particularly if expenses do not decrease across Alphabet at the same pace as revenue declines. Many of our expenses are less variable in nature and/or may not correlate to changes in revenues, including costs associated with our data centers and facilities as well as employee compensation. As such, we may not be able to decrease them significantly in the short-term, or we may choose not to significantly reduce them in an effort to remain focused on long-term outlook and investment opportunities.

•Significant decrease in our operating cash flows as a result of decreased advertiser spending and deterioration in the credit quality and liquidity of our customers, which could adversely affect our accounts receivable. Investing cash flows could decrease due to slowing spend on data center and facilities construction projects due to a slowing or stopping of construction or significant restrictions placed on construction.

•Significant supply chain constraints such that we cannot procure the servers and other technology infrastructure needed to deliver our services to our users and customers. Supply chain constraints could also affect our ability to procure the components needed to manufacture our hardware products, thereby affecting supply availability and timing of hardware launches. Increased pricing of these components could also affect infrastructure costs to deliver our services or costs of hardware products that we sell.

•~~Increased demand globally for bandwidth to support users who are at work and school remotely could result in reduction of quality or curtailment of services, such as bandwidth capping on YouTube.~~

•The rapid and broad-based shift to a remote working environment creates inherent productivity, connectivity, and oversight challenges. For example, governmental lockdowns, restrictions or new regulations could significantly impact the ability of our employees and vendors to work productively. Governmental restrictions have been globally inconsistent and it is not clear when a return to worksite locations or travel will be permitted or what restrictions will be in place in those environments. The extent and/or duration of ongoing workforce restrictions and limitations could impact our ability to enhance, develop and support existing products and services, detect and prevent spam and problematic content, hold product sales and marketing events, and generate new sales leads, among others. In addition, the changed environment under which we are operating could have an impact on our internal controls over financial reporting as well as our ability to meet a number of our compliance requirements in a timely or quality manner.

•Ongoing significant foreign exchange volatility could materially impact our revenues that are denominated in foreign currencies, our ability or strategy to hedge our foreign exchange exposure. Additionally, volatility in debt and equity markets could affect the values of our debt and equity holdings and the realized gains or losses on the disposition of those holdings.

~~Our operating results may fluctuate, which makes our results difficult to predict and could cause our results to fall short of expectations.~~

~~Our operating results may fluctuate as a result of a number of factors, many outside of our control.~~

As a result, comparing our operating results on a period-to-period basis may not be meaningful, and you should not rely on our past results as an indication of our future performance. Our quarterly, year-to-date, and annual expenses as a percentage of our revenues may differ significantly from our historical rates. Our operating results in future quarters may fall below expectations. Any of these events could cause our stock price to fall. Each of the risk factors listed in this section in addition to the following factors may affect our operating results:

•~~Our ability to continue to attract and retain users and customers to our products and services.~~

•~~Our ability to attract user and/or customer adoption of, and generate significant revenues from, new products, services, and technologies in which we have invested considerable time and resources.~~

•~~Our ability to monetize traffic on Google properties and our Google Network Members' properties across various devices.~~

•~~Revenue fluctuations caused by changes in device mix, geographic mix, ongoing product and policy changes, product mix, and property mix.~~

•~~The amount of revenues and expenses generated and incurred in currencies other than U.S. dollars, and our ability to manage the resulting risk through our foreign exchange risk management program.~~

•~~The amount and timing of operating costs and expenses and capital expenditures related to the maintenance and expansion of our businesses, operations, and infrastructure.~~

•~~Our focus on long-term goals over short-term results.~~


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•~~The results of our acquisitions, divestitures, and our investments in risky projects, including new businesses, products, services, and technologies.~~

•~~Our ability to keep our products and services operational at a reasonable cost and without service interruptions.~~

•The seasonal fluctuations in internet usage, advertising spending, and underlying business trends such as traditional retail seasonality. Our rapid growth has tended to mask the cyclicality and seasonality of our business. As our growth rate has slowed, the cyclicality and seasonality in our business has become more pronounced and caused our operating results to fluctuate.

•~~Geopolitical events, including trade disputes.~~

•~~Changes in global business or macroeconomic conditions.~~

~~Because our businesses are changing and evolving, our historical operating results may not be useful to you in predicting our future operating results.~~

Acquisitions, joint ventures, investments, and divestitures could result in operating difficulties, dilution, and other consequences that may harm our business, financial condition, and operating results.

Acquisitions, joint ventures, investments and divestitures are important elements of our overall corporate strategy and use of capital, and these transactions could be material to our financial condition and operating results. We expect to continue to evaluate and enter into discussions regarding a wide array of such potential strategic transactions, which could create unforeseen operating difficulties and expenditures. Some of the areas where we face risks include:

•~~Diversion of management time and focus from operating our business to challenges related to acquisitions and other strategic transactions.~~

•~~Failure to successfully integrate and further develop the acquired business or technology.~~

•~~Implementation or remediation of controls, procedures, and policies at the acquired company.~~

•~~Integration of the acquired company’s accounting, human resource, and other administrative systems, and coordination of product, engineering, and sales and marketing functions.~~

•~~Transition of operations, users, and customers onto our existing platforms.~~

•Failure to obtain required approvals on a timely basis, if at all, from governmental authorities, or conditions placed upon approval that could, among other things, delay or prevent us from completing a transaction, or otherwise restrict our ability to realize the expected financial or strategic goals of a transaction.

•In the case of foreign acquisitions, the need to integrate operations across different cultures and languages and to address the particular economic, currency, political, and regulatory risks associated with specific countries.

•~~Cultural challenges associated with integrating employees from the acquired company into our organization, and retention of employees from the businesses we acquire.~~

•Liability for activities of the acquired company before the acquisition, including patent and trademark infringement claims, data privacy and security issues, violations of laws, commercial disputes, tax liabilities, and other known and unknown liabilities.

•~~Litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former stockholders, or other third parties.~~

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and other strategic transactions could cause us to fail to realize their anticipated benefits, incur unanticipated liabilities, and harm our business generally.

Our acquisitions and other strategic transactions could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, or amortization expenses, or impairment of goodwill and/or purchased long-lived assets, and restructuring charges, any of which could harm our financial condition or operating results. Also, the anticipated benefits or value of our acquisitions and other strategic transactions may not materialize. In connection with our divestitures, we have agreed, and may in the future agree, to provide indemnification for certain potential liabilities, which may harm our financial condition or operating results.

~~If we were to lose the services of key personnel, we may not be able to execute our business strategy.~~


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Our future success depends in large part upon the continued service of key members of our senior management team. For instance, Sundar Pichai is critical to the overall management of Alphabet and its subsidiaries and plays an important role in the development of our technology. He also plays a key role in maintaining our culture and setting our strategic direction. All of our executive officers and key employees are at-will employees, and we do not maintain any key-person life insurance policies. The loss of key personnel could seriously harm our business.

~~We rely on highly skilled personnel and, if we are unable to retain or motivate key personnel, hire qualified personnel, or maintain our corporate culture, we may not be able to grow effectively.~~

Our performance largely depends on the talents and efforts of highly skilled individuals. Our future success depends on our continuing ability to identify, hire, develop, motivate, and retain highly skilled personnel for all areas of our organization. Competition in our industry for qualified employees is intense, and certain of our competitors have directly targeted our employees. In addition, our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees. Our continued ability to compete effectively depends on our ability to attract new employees and to retain and motivate our existing employees. New executive orders and/or court decisions pertaining to immigration may also impact our ability to hire or retain some of our talent from overseas.

In addition, we believe that our corporate culture fosters innovation, creativity, and teamwork. As our organization grows and evolves, we may need to implement more complex organizational management structures or adapt our corporate culture and work environments to ever-changing circumstances, such as during times of a natural disaster or pandemic (including COVID-19), and these changes could impact our ability to compete effectively or have an adverse impact on our corporate culture.

~~In preparing our financial statements, we incorporate valuation methodologies that are subjective in nature and valuations may fluctuate over time.~~

We measure certain of our non-marketable equity and debt investments, certain other instruments including stock-based compensation awards settled in the stock of certain Other Bets, and certain assets and liabilities acquired in a business combination, at fair value on a nonrecurring basis. The determination of fair value involves use of appropriate valuation methods and certain unobservable inputs, require management judgment and estimation, and may change over time.

As it relates to our non-marketable investments, the market values can be negatively affected by liquidity, credit deterioration or losses, performance and financial results of the underlying companies, foreign exchange rates, changes in interest rates, including changes that may result from the implementation of new benchmark rates that replace LIBOR, the effect of new or changing regulations, the stock market in general, or other factors. The effect of COVID-19 on our impairment assessment for non-marketable investments requires significant judgment due to the uncertainty around the duration and severity of the impact.

We adjust the carrying value of our non-marketable equity investments to fair value for observable transactions of identical or similar investments of the same issuer or for impairments. All gains and losses on non-marketable equity securities, realized and unrealized, are recognized in other income (expense), which increases the volatility of our other income (expense).

As a result of these factors, the value or liquidity of our cash equivalents, as well as our marketable and non-marketable securities could decline and result in a material impairment, which could materially adversely affect our financial condition and operating results.

~~We could be subject to changes in tax rates, the adoption of new U.S. or international tax legislation, or exposure to additional tax liabilities.~~

Our future income taxes could be negatively affected by earnings being lower than anticipated in jurisdictions that have lower statutory tax rates and higher than anticipated in jurisdictions that have higher statutory tax rates, the net gains and losses recognized by legal entities on certain hedges and related hedged intercompany and other transactions under our foreign exchange risk management program, changes in the valuation of our deferred tax assets or liabilities, the application of different provisions of tax laws or changes in tax laws, regulations, or accounting principles (including changes in the interpretation of existing laws), as well as certain discrete items.

In addition, we are subject to regular review and audit by both domestic and foreign tax authorities. As a result, we have received, and may in the future receive, assessments in multiple jurisdictions, including in Europe, on various tax-related assertions, such as transfer-pricing adjustments or permanent-establishment claims. Any adverse outcome of such a review or audit could have a negative effect on our operating results and financial


~~Table of Contents~~			~~Alphabet Inc.~~

condition and could require us to change our business practices in a manner adverse to our business. It may also subject us to additional litigation and regulatory inquiries, resulting in the diversion of management’s time and attention. In addition, the determination of our worldwide provision for income taxes and other tax liabilities requires significant judgment, and there are many transactions and calculations for which the ultimate tax determination is uncertain. Although we believe our estimates are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial statements and may materially affect our financial results in the period or periods for which such determination is made.

Furthermore, due to shifting economic and political conditions, tax policies, laws, or rates in various jurisdictions may be subject to significant changes in ways that impair our financial results. In particular, France, the United Kingdom, Italy, and other countries have enacted or are considering digital services taxes, which could lead to inconsistent and potentially overlapping international tax regimes. The Organization for Economic Cooperation and Development recently released proposals relating to its initiative for modernizing international tax rules, with the goal of having different countries implement a modernized and aligned international tax framework, but there can be no guarantee that this will occur.

In addition, in response to significant market volatility and disruptions to business operations resulting from the global spread of COVID-19, legislatures and taxing authorities in many jurisdictions in which we operate may propose changes to their tax rules. These changes could include modifications that have temporary effect, and more permanent changes. The impact of these potential new rules on us, our long-term tax planning, and our tax effective tax rate could be material.

~~The trading price for our Class A common stock and non-voting Class C capital stock may continue to be volatile.~~

The trading price of our stock has at times experienced substantial price volatility and may continue to be volatile. For example, from July 1, 2020 through September 30, 2020, the closing price of our Class A common stock ranged from $1,409.39 ~~per share to~~ ~~$1,717.39~~ pe~~r share, and the closing price of our Class C capital stock ranged from $1,415.20 per share~~ to ~~$1,728.28~~ p~~er share.~~

In addition to the factors discussed in this report, the trading price of our Class A common stock and Class C capital stock may fluctuate widely in response to various factors, many of which are beyond our control, including, among others:

•~~Quarterly variations in our operating results or those of our competitors.~~

•~~Announcements by us or our competitors of acquisitions, divestitures, investments, new products, significant contracts, commercial relationships, or capital commitments.~~

•~~Recommendations by securities analysts or changes in earnings estimates.~~

•~~Announcements about our earnings that are not in line with analyst expectations, the risk of which is enhanced because it is our policy not to give guidance on earnings.~~

•~~Announcements by our competitors of their earnings that are not in line with analyst expectations.~~

•~~Commentary by industry and market professionals about our products, strategies, and other matters affecting our business and results, regardless of its accuracy.~~

•~~The volume of shares of Class A common stock and Class C capital stock available for public sale.~~

•~~Sales of Class A common stock and Class C capital stock by us or by our stockholders (including sales by our directors, executive officers, and other employees).~~

•~~Short sales, hedging, and other derivative transactions on shares of our Class A common stock and Class C capital stock.~~

•~~The perceived values of Class A common stock and Class C capital stock relative to one another.~~

•~~Any share repurchase program.~~

In addition, the stock market in general, which can be affected by various factors, including overall economic and political conditions, and the market for technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies.

~~These broad market and industry factors may harm the market price of our Class A common stock and our Class C capital stock, regardless of our actual operating performance.~~

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ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

The following table presents information with respect to Alphabet's repurchases of Class C capital stock during the quarter ended ~~September~~June 30, ~~2020.~~2021.

Period
Total Number of Shares Purchased
(in thousands) (1)
Average Price Paid per Share (2)
Total Number of Shares Purchased as Part of Publicly Announced Programs
(in thousands) (1)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
(in millions)
July 1 - 31 1,454 $ 1,513.19 1,454 $ 31,245
August 1 - 31 1,592 $ 1,561.67 1,592 $ 28,758
September 1 - 30 2,114 $ 1,518.52 2,114 $ 25,547
Total 5,160 5,160


Period	Total Number of Shares Purchased (in thousands) (1)	Average Price Paid per Share (2)		Total Number of Shares Purchased as Part of Publicly Announced Programs (in thousands) (1)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (in millions)
April 1 - 30	1,599	$	2,279.07	1,599	$	52,605
May 1 - 31	1,918	$	2,351.68	1,918	$	48,095
June 1 - 30	1,859	$	2,496.57	1,859	$	43,454
Total	5,376			5,376

(1) In July 2019, the Board of Directors of Alphabet authorized the company to repurchase up to $25.0 billion of its Class C capital stock, which was completed during the third quarter of 2020. In July 2020, the Board of Directors of Alphabet authorized the company to repurchase up to an additional ~~$28.0 billion~~ ~~of its Class C capital stock.~~ The repurchases are being executed from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases or privately negotiated transactions, including through Rule 10b5-1 plans. The repurchase program does not have an expiration date. See Note 1110 in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information related to share repurchases.

(2) Average price paid per share includes costs associated with the repurchases.

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ITEM 6.EXHIBITS

Exhibit

Number

Description

Incorporated by reference herein

Form

Date

~~3.01~~10.01

⬥

Alphabet Inc. ~~Amended and Restated Bylaws~~2021 Stock Plan

~~Current Report on Form 8-K/A~~

~~(File No. 001-37580)~~

~~October 27, 2020~~

~~4.01~~

~~Indenture, dated February 12, 2016, between Alphabet Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee~~

~~Registration Statement on Form S-3~~

~~(File No. 333-209510)~~

~~February 12, 2016~~

~~4.02~~

~~Form of Global Note representing the Registrant’s 0.450% notes due 2025~~

Current Report on Form 8-K

~~(File~~ (File No. 001-37580)

~~August 5, 2020~~June 4, 2021

~~4.03~~10.01.1

⬥ *

Alphabet Inc. 2021 Stock Plan - Form of ~~Global Note representing the Registrant’s 0.800% notes due 2027~~Alphabet Restricted Stock Unit Agreement

~~Current Report on Form 8-K~~

~~(File No. 001-37580)~~

~~August 5, 2020~~

~~4.04~~10.01.2

⬥ *

Alphabet Inc. 2021 Stock Plan - Form of ~~Global Note representing the Registrant’s 1.100% notes due 2030~~Alphabet Non-CEO Performance Stock Unit Agreement

~~Current Report on Form 8-K~~

~~(File No. 001-37580)~~

~~August 5, 2020~~

~~4.05~~

~~Form of Global Note representing the Registrant’s 1.900% notes due 2040~~

~~Current Report on Form 8-K~~

~~(File No. 001-37580)~~

~~August 5, 2020~~

~~4.06~~

~~Form of Global Note representing the Registrant’s 2.050% notes due 2050~~

~~Current Report on Form 8-K~~

~~(File No. 001-37580)~~

~~August 5, 2020~~

~~4.07~~

~~Form of Global Note representing the Registrant’s 2.250% notes due 2060~~

~~Current Report on Form 8-K~~

~~(File No. 001-37580)~~

~~August 5, 2020~~

31.01

Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.02

Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.01

‡

Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to ~~18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 18 U.S.C. Section 1350, as adopted pursuant to~~ Section 906 of the Sarbanes-Oxley Act of 2002

~~99.1~~

~~Stipulation and Agreement of Settlement~~

~~Current Report on Form 8-K~~

~~(File No. 001-37580)~~

~~September 25, 2020~~

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL ~~document.~~document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document


~~Table of Contents~~			~~Alphabet Inc.~~

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

__________________________



u⬥			Indicates management compensatory plan, contract, or arrangement.
*			Filed herewith.
‡			Furnished herewith.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		ALPHABET INC.
~~October 29, 2020~~July 27, 2021	By:	/s/ RUTH M. PORAT
		Ruth M. Porat
		Senior Vice President and Chief Financial Officer


		ALPHABET INC.
~~October 29, 2020~~July 27, 2021	By:	/s/ AMIE THUENER O'TOOLE
		Amie Thuener O'Toole
		Vice President and Chief Accounting Officer

7151


	Three Months Ended September 30, 2020
	Class A and Class B Common Stock, Class C Capital Stock and Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders’ Equity
	Shares	Amount
Balance as of June 30, 2020	681,215	$	55,937	$	(296)	$	151,681	$	207,322
Common and capital stock issued	1,669	15		0		0		15
Stock-based compensation expense	0	3,230		0		0		3,230
Tax withholding related to vesting of restricted stock units and other	0	(1,339)		0		0		(1,339)
Repurchases of capital stock	(5,160)	(536)		0		(7,361)		(7,897)

Net income	0	0		0		11,247		11,247
Other comprehensive income (loss)	0	0		342		0		342
Balance as of September 30, 2020	677,724	$	57,307	$	46	$	155,567	$	212,920


	Operating Leases
Remainder of 2020	$	446
2021	2,182
2022	2,048
2023	1,869
2024	1,616
Thereafter	6,775
Total future lease payments	14,936
Less imputed interest	(2,417)
Total lease liability balance	$	12,519


	Three Months Ended September 30,
	2019						2020
	Class A		Class B		Class C		Class A		Class B		Class C
Basic net income per share:
Numerator
Allocation of undistributed earnings	$	3,059	$	475	$	3,534	$	4,973	$	763	$	5,511

Denominator
Number of shares used in per share computation	299,835		46,515		346,391		300,411		46,108		332,930



Basic net income per share	$	10.20	$	10.20	$	10.20	$	16.55	$	16.55	$	16.55
Diluted net income per share:
Numerator

Allocation of undistributed earnings for basic computation	$	3,059	$	475	$	3,534	$	4,973	$	763	$	5,511


Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares	475		0		0		763		0		0
Reallocation of undistributed earnings	(24)		(4)		24		(53)		(7)		53
Allocation of undistributed earnings	$	3,510	$	471	$	3,558	$	5,683	$	756	$	5,564




Denominator
Number of shares used in basic computation	299,835		46,515		346,391		300,411		46,108		332,930
Weighted-average effect of dilutive securities
Add:
Conversion of Class B to Class A common shares outstanding	46,515		0		0		46,108		0		0

Restricted stock units and other contingently issuable shares	381		0		5,077		47		0		6,355
Number of shares used in per share computation	346,731		46,515		351,468		346,566		46,108		339,285



Diluted net income per share	$	10.12	$	10.12	$	10.12	$	16.40	$	16.40	$	16.40


	As of September 30, 2020		12-Month Average as of September 30, 2020
Risk Category - Interest Rate	$	169	$	153