Exhibit 99.2
Google Inc.
CONSOLIDATED BALANCE SHEETS
(In millions, except share and par value amounts which are reflected in thousands,
and par value per share amounts)
|
| | | | | | | |
| As of December 31, 2012 | | As of June 30, 2013 |
|
| | (unaudited) |
Assets |
| |
|
Current assets: |
| |
|
Cash and cash equivalents | $ | 14,778 |
| | $ | 16,164 |
|
Marketable securities | 33,310 |
| | 38,268 |
|
Total cash, cash equivalents, and marketable securities (including securities loaned of $3,160 and $4,791) | 48,088 |
| | 54,432 |
|
Accounts receivable, net of allowance of $581 and $505 | 7,885 |
| | 7,321 |
|
Inventories | 505 |
| | 342 |
|
Receivable under reverse repurchase agreements | 700 |
| | 770 |
|
Deferred income taxes, net | 1,144 |
| | 1,148 |
|
Income taxes receivable, net | 0 |
| | 72 |
|
Prepaid revenue share, expenses and other assets | 2,132 |
| | 2,776 |
|
Total current assets | 60,454 |
| | 66,861 |
|
Prepaid revenue share, expenses and other assets, non-current | 2,011 |
| | 1,891 |
|
Non-marketable equity investments | 1,469 |
| | 1,564 |
|
Property and equipment, net | 11,854 |
| | 12,912 |
|
Intangible assets, net | 7,473 |
| | 6,558 |
|
Goodwill | 10,537 |
| | 11,396 |
|
Total assets | $ | 93,798 |
| | $ | 101,182 |
|
Liabilities and Stockholders’ Equity |
| |
|
Current liabilities: |
| |
|
Accounts payable | $ | 2,012 |
| | $ | 1,758 |
|
Short-term debt | 2,549 |
| | 3,000 |
|
Accrued compensation and benefits | 2,239 |
| | 1,803 |
|
Accrued expenses and other current liabilities | 3,258 |
| | 3,300 |
|
Accrued revenue share | 1,471 |
| | 1,458 |
|
Securities lending payable | 1,673 |
| | 3,211 |
|
Deferred revenue | 895 |
| | 799 |
|
Income taxes payable, net | 240 |
| | 0 |
|
Total current liabilities | 14,337 |
| | 15,329 |
|
Long-term debt | 2,988 |
| | 1,989 |
|
Deferred revenue, non-current | 100 |
| | 132 |
|
Income taxes payable, non-current | 2,046 |
| | 2,271 |
|
Deferred income taxes, net, non-current | 1,872 |
| | 1,905 |
|
Other long-term liabilities | 740 |
| | 704 |
|
Stockholders’ equity: |
| |
|
Convertible preferred stock, $0.001 par value per share, 100,000 shares authorized; no shares issued and outstanding | 0 |
| | 0 |
|
Class A and Class B common stock and additional paid-in capital, $0.001 par value per share: 12,000,000 shares authorized (Class A 9,000,000, Class B 3,000,000); 329,979 (Class A 267,448, Class B 62,531) and par value of $330 (Class A $267, Class B $63) and 333,134 (Class A 273,852, Class B 59,282) and par value of $333 (Class A $274, Class B $59) shares issued and outstanding | 22,835 |
| | 24,334 |
|
|
| | | | | | | |
Class C capital stock, $0.001 par value per share: 3,000,000 shares authorized; no shares issued and outstanding | 0 |
| | 0 |
|
Accumulated other comprehensive income (loss) | 538 |
| | (398 | ) |
Retained earnings | 48,342 |
| | 54,916 |
|
Total stockholders’ equity | 71,715 |
| | 78,852 |
|
Total liabilities and stockholders’ equity | $ | 93,798 |
| | $ | 101,182 |
|
Google Inc.
CONSOLIDATED STATEMENTS OF INCOME
(In millions, except share amounts which are reflected in thousands and per share amounts)
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2012 | | 2013 | | 2012 | | 2013 |
| (unaudited) |
Revenues: |
| |
| |
| |
|
Google (advertising and other) | $ | 10,964 |
| | $ | 13,107 |
| | $ | 21,609 |
| | $ | 26,058 |
|
Motorola Mobile (hardware and other) | 843 |
| | 998 |
| | 843 |
| | 2,016 |
|
Total revenues | 11,807 |
| | 14,105 |
| | 22,452 |
| | 28,074 |
|
Costs and expenses: |
| |
| |
| |
|
Cost of revenues - Google (advertising and other) (1) | 3,984 |
| | 5,195 |
| | 7,773 |
| | 10,331 |
|
Cost of revenues - Motorola Mobile (hardware and other) (1) | 693 |
| | 868 |
| | 693 |
| | 1,676 |
|
Research and development (1) | 1,538 |
| | 1,987 |
| | 2,979 |
| | 3,824 |
|
Sales and marketing (1) | 1,413 |
| | 1,735 |
| | 2,682 |
| | 3,321 |
|
General and administrative (1) | 942 |
| | 1,197 |
| | 1,699 |
| | 2,322 |
|
Total costs and expenses | 8,570 |
| | 10,982 |
| | 15,826 |
| | 21,474 |
|
Income from operations | 3,237 |
| | 3,123 |
| | 6,626 |
| | 6,600 |
|
Interest and other income, net | 253 |
| | 247 |
| | 409 |
| | 381 |
|
Income from continuing operations before income taxes | 3,490 |
| | 3,370 |
| | 7,035 |
| | 6,981 |
|
Provision for income taxes | 657 |
| | 816 |
| | 1,312 |
| | 1,103 |
|
Net income from continuing operations | 2,833 |
| | 2,554 |
| | 5,723 |
| | 5,878 |
|
Net income (loss) from discontinued operations | (48 | ) | | 674 |
| | (48 | ) | | 696 |
|
Net income | $ | 2,785 |
| | $ | 3,228 |
| | $ | 5,675 |
| | $ | 6,574 |
|
Net income per share - basic: |
| |
| |
| |
|
Continuing operations | $ | 8.68 |
| | $ | 7.68 |
| | $ | 17.56 |
| | $ | 17.73 |
|
Discontinued operations | (0.14 | ) | | 2.03 |
| | (0.14 | ) | | 2.10 |
|
Net income per share - basic | $ | 8.54 |
| | $ | 9.71 |
| | $ | 17.42 |
| | $ | 19.83 |
|
Net income per share - diluted: |
| |
| |
| |
|
Continuing operations | $ | 8.56 |
| | $ | 7.55 |
| | $ | 17.31 |
| | $ | 17.42 |
|
Discontinued operations | (0.14 | ) | | 1.99 |
| | (0.14 | ) | | 2.06 |
|
Net income per share - diluted | $ | 8.42 |
| | $ | 9.54 |
| | $ | 17.17 |
| | $ | 19.48 |
|
|
| |
| |
| |
|
Shares used in per share calculation - basic | 326,272 |
| | 332,480 |
| | 325,786 |
| | 331,467 |
|
Shares used in per share calculation - diluted | 330,793 |
| | 338,337 |
| | 330,464 |
| | 337,500 |
|
|
| |
| |
| |
|
(1) Includes stock-based compensation expense as follows: |
| |
| |
| |
|
Cost of revenues - Google (advertising and other) | $ | 82 |
| | $ | 110 |
| | $ | 156 |
| | $ | 209 |
|
Cost of revenues - Motorola Mobile (hardware and other) | 4 |
| | 5 |
| | 4 |
| | 10 |
|
Research and development | 289 |
| | 421 |
| | 588 |
| | 782 |
|
Sales and marketing | 118 |
| | 134 |
| | 215 |
| | 259 |
|
General and administrative | 142 |
| | 113 |
| | 228 |
| | 220 |
|
| $ | 635 |
| | $ | 783 |
| | $ | 1,191 |
| | $ | 1,480 |
|
Google Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2012 | | 2013 | | 2012 | | 2013 |
| (unaudited) | | (unaudited) |
Operating activities | | | | | | | |
Net income | $ | 2,785 |
| | $ | 3,228 |
| | $ | 5,675 |
| | $ | 6,574 |
|
Adjustments: |
| |
| |
| |
|
Depreciation and amortization of property and equipment | 473 |
| | 747 |
| | 851 |
| | 1,331 |
|
Amortization of intangible and other assets | 197 |
| | 283 |
| | 330 |
| | 598 |
|
Stock-based compensation expense | 658 |
| | 847 |
| | 1,214 |
| | 1,555 |
|
Excess tax benefits from stock-based award activities | (27 | ) | | (104 | ) | | (55 | ) | | (198 | ) |
Deferred income taxes | (163 | ) | | 63 |
| | 191 |
| | 265 |
|
Gain on divestiture of businesses | (188 | ) | | (716 | ) | | (188 | ) | | (690 | ) |
Other | 12 |
| | (65 | ) | | (56 | ) | | (54 | ) |
Changes in assets and liabilities, net of effects of acquisitions: |
| |
| |
| |
|
Accounts receivable | (222 | ) | | (194 | ) | | 79 |
| | 62 |
|
Income taxes, net | 1,026 |
| | 179 |
| | 1,169 |
| | (156 | ) |
Inventories | 202 |
| | (16 | ) | | 170 |
| | (158 | ) |
Prepaid revenue share, expenses and other assets | (912 | ) | | (136 | ) | | (1,188 | ) | | (348 | ) |
Accounts payable | (249 | ) | | (159 | ) | | (80 | ) | | (72 | ) |
Accrued expenses and other liabilities | 612 |
| | 696 |
| | (243 | ) | | (363 | ) |
Accrued revenue share | 34 |
| | 35 |
| | 23 |
| | 8 |
|
Deferred revenue | 14 |
| | 17 |
| | 54 |
| | (16 | ) |
Net cash provided by operating activities | 4,252 |
| | 4,705 |
| | 7,946 |
| | 8,338 |
|
Investing activities |
| |
| |
| |
|
Purchases of property and equipment | (774 | ) | | (1,611 | ) | | (1,381 | ) | | (2,814 | ) |
Purchases of marketable securities | (6,854 | ) | | (14,948 | ) | | (15,542 | ) | | (22,782 | ) |
Maturities and sales of marketable securities | 5,456 |
| | 10,687 |
| | 22,657 |
| | 17,006 |
|
Investments in non-marketable equity investments | (99 | ) | | (136 | ) | | (202 | ) | | (172 | ) |
Cash collateral related to securities lending | (336 | ) | | 974 |
| | (91 | ) | | 1,538 |
|
Investments in reverse repurchase agreements | 75 |
| | (70 | ) | | 270 |
| | (70 | ) |
Proceeds from divestiture of businesses | 201 |
| | 2,313 |
| | 201 |
| | 2,351 |
|
Acquisitions, net of cash acquired, and purchases of intangibles and other assets | (10,055 | ) | | (1,012 | ) | | (10,147 | ) | | (1,301 | ) |
Net cash used in investing activities | (12,386 | ) | | (3,803 | ) | | (4,235 | ) | | (6,244 | ) |
Financing activities |
| |
| |
| |
|
Net payments related to stock-based award activities | (137 | ) | | (58 | ) | | (184 | ) | | (268 | ) |
Excess tax benefits from stock-based award activities | 27 |
| | 104 |
| | 55 |
| | 198 |
|
Proceeds from issuance of debt, net of costs | 4,602 |
| | 2,729 |
| | 7,751 |
| | 5,651 |
|
Repayments of debt | (3,853 | ) | | (2,880 | ) | | (5,753 | ) | | (6,203 | ) |
|
| | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | 639 |
| | (105 | ) | | 1,869 |
| | (622 | ) |
Effect of exchange rate changes on cash and cash equivalents | (176 | ) | | (8 | ) | | (126 | ) | | (86 | ) |
Net increase (decrease) in cash and cash equivalents | (7,671 | ) | | 789 |
| | 5,454 |
| | 1,386 |
|
Cash and cash equivalents at beginning of period | 23,108 |
| | 15,375 |
| | 9,983 |
| | 14,778 |
|
Cash and cash equivalents at end of period | $ | 15,437 |
| | $ | 16,164 |
| | $ | 15,437 |
| | $ | 16,164 |
|
The following table presents our consolidated revenues by revenue source (in millions):
|
| | | | | | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2012 | | 2013 | | 2012 | | 2013 |
| (unaudited) |
Google | | | | | | | |
Advertising revenues: |
| |
| |
| |
|
Google websites | $ | 7,542 |
| | $ | 8,868 |
| | $ | 14,854 |
| | $ | 17,508 |
|
Google Network Members' websites | 2,983 |
| | 3,193 |
| | 5,896 |
| | 6,455 |
|
Total advertising revenues | 10,525 |
| | 12,061 |
| | 20,750 |
| | 23,963 |
|
Other revenues | 439 |
| | 1,046 |
| | 859 |
| | 2,095 |
|
Total Google revenues (advertising and other) | 10,964 |
| | 13,107 |
| | 21,609 |
| | 26,058 |
|
Motorola Mobile |
| |
| |
| |
|
Total Motorola Mobile revenues (hardware and other) | 843 |
| | 998 |
| | 843 |
| | 2,016 |
|
Total revenues | $ | 11,807 |
| | $ | 14,105 |
| | $ | 22,452 |
| | $ | 28,074 |
|
The following table presents our Google revenues, by revenue source, as a percentage of Google revenues:
|
| | | | | | | | | | | |
| Three Months Ended | | Six Months Ended |
| June 30, | | June 30, |
| 2012 | | 2013 | | 2012 | | 2013 |
| (unaudited) |
Advertising revenues: |
| |
| |
| |
|
Google websites | 69 | % | | 68 | % | | 69 | % | | 67 | % |
Google Network Members' websites | 27 | % | | 24 | % | | 27 | % | | 25 | % |
Total advertising revenues | 96 | % | | 92 | % | | 96 | % | | 92 | % |
Other revenues | 4 | % | | 8 | % | | 4 | % | | 8 | % |
Google revenues | 100 | % | | 100 | % | | 100 | % | | 100 | % |