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 December 31, 2013 (unaudited) Assets Current assets: Cash and cash equivalents Marketable securities Total cash, cash equivalents, and marketable securities (including securities loaned of $3,160 and $5,059) Accounts receivable, net of allowance of $581 and $631 Inventories Receivable under reverse repurchase agreements Deferred income taxes, net Income taxes receivable, net Prepaid revenue share, expenses and other assets Total current assets Prepaid revenue share, expenses and other assets, non-current Non-marketable equity investments Property and equipment, net Intangible assets, net Goodwill Total assets Liabilities and Stockholders Equity Current liabilities: Accounts payable Short-term debt Accrued compensation and benefits Accrued expenses and other current liabilities Accrued revenue share Securities lending payable Deferred revenue Income taxes payable, net Total current liabilities Long-term debt Deferred revenue, non-current Income taxes payable, non-current $2,012 2,549 2,239 3,258 1,471 1,673 895 240 14,337 2,988 100 2,046 1 $2,453 3,009 2,502 3,755 1,729 1,374 1,062 24 15,908 2,236 139 2,638 $14,778 33,310 48,088 7,885 505 700 1,144 0 2,132 60,454 2,011 1,469 11,854 7,473 10,537 $93,798 $18,898 39,819 58,717 8,882 426 100 1,526 408 2,827 72,886 1,976 1,976 16,524 6,066 11,492 $110,920

Deferred income taxes, net, non-current Other long-term liabilities Stockholders equity: Convertible preferred stock, $0.001 par value per share, 100,000 shares authorized; no shares issued and outstanding 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 335,832 (Class A 279,325, Class B 56,507) and par value of $336 (Class A $279, Class B $57) shares issued and outstanding

1,872 740

1,947 743

22,835 Class C capital stock, $0.001 par value per share: 3,000,000 shares authorized; no shares issued and outstanding Accumulated other comprehensive income Retained earnings Total stockholders equity Total liabilities and stockholders equity 0 538 48,342 71,715 $93,798

25,922 0 125 61,262 87,309 $110,920

Google Inc. CONSOLIDATED STATEMENTS OF INCOME (In millions, except share amounts which are reflected in thousands and per share amounts)

Three Months Ended December 31, 2012 (unaudited) Revenues: Google (advertising and other) Motorola Mobile (hardware and other) Total revenues Costs and expenses: Cost of revenues - Google (advertising and other) (1) Cost of revenues - Motorola Mobile (hardware and other) (1) Research and development (1) Sales and marketing (1) General and administrative (1) Total costs and expenses Income from operations Interest and other income, net Income from continuing operations before income taxes Provision for income taxes Net income from continuing operations Net income (loss) from discontinued operations Net income Net income (loss) per share - basic: Continuing operations Discontinued operations Net income (loss) per share - basic Net income (loss) per share - diluted: Continuing operations Discontinued operations Net income (loss) per share - diluted $8.68 (0.06) $8.62 $9.91 (0.01) $9.90 $8.83 (0.06) $8.77 $10.10 (0.02) $10.08 4,963 1,250 1,935 1,751 1,126 11,025 3,394 152 3,546 639 2,907 (21) $2,886 6,253 1,185 2,111 2,126 1,261 12,936 3,922 125 4,047 666 3,381 (5) $3,376 $12,905 1,514 14,419 $15,707 1,151 16,858 2013 2012

Twelve Months Ended December 31, 2013 (unaudited)

$46,039 4,136 50,175

$55,519 4,306 59,825

17,176 3,458 6,793 6,143 3,845 37,415 12,760 626 13,386 2,598 10,788 (51) $10,737

21,993 3,865 7,952 7,253 4,796 45,859 13,966 530 14,496 2,282 12,214 706 $12,920

$32.97 (0.16) $32.81

$36.70 2.12 $38.82

$32.46 (0.15) $32.31

$36.05 2.08 $38.13

Shares used in per share calculation - basic Shares used in per share calculation - diluted

329,363 334,977

334,836 341,003

327,213 332,305

332,846 338,809

(1) Includes stock-based compensation expense as follows: Cost of revenues - Google (advertising and other) Cost of revenues - Motorola Mobile (hardware and other) Research and development Sales and marketing General and administrative $101 4 364 130 109 $708 $127 4 482 159 130 $902 $359 14 1,325 498 453 $2,649 $469 18 1,717 578 486 $3,268

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

Three Months Ended December 31, 2012 (unaudited) Operating activities Net income Adjustments: Depreciation and amortization of property and equipment Amortization of intangible and other assets Stock-based compensation expense Excess tax benefits from stock-based award activities Deferred income taxes Loss (gain) on divestiture of businesses Other Changes in assets and liabilities, net of effects of acquisitions: Accounts receivable Income taxes, net Inventories Prepaid revenue share, expenses and other assets Accounts payable Accrued expenses and other liabilities Accrued revenue share Deferred revenue Net cash provided by operating activities Investing activities Purchases of property and equipment Purchases of marketable securities Maturities and sales of marketable securities Investments in non-marketable equity investments Cash collateral related to securities lending Investments in reverse repurchase agreements Proceeds from divestiture of businesses Acquisitions, net of cash acquired, and purchases of intangibles and other assets Net cash used in investing activities Financing activities Net payments related to stock-based award activities Excess tax benefits from stock-based award activities Proceeds from issuance of debt, net of costs Repayments of debt Net cash provided by (used in) financing activities Effect of exchange rate changes on cash and cash equivalents Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of period (1,020) (9,164) 5,380 (450) (13) (150) 0 (97) (5,514) (2,255) (13,698) 15,073 (98) (519) 0 0 (120) (1,617) (559) 156 113 382 (225) 278 356 (19) 4,669 (853) 480 (188) (547) 320 983 246 157 5,238 630 323 716 (75) (289) 0 (4) 757 279 902 (179) (562) 5 62 $2,886 $3,376 2013 2012

Twelve Months Ended December 31, 2013 (unaudited)

$10,737

$12,920

1,988 974 2,692 (188) (266) (188) (28)

2,781 1,158 3,343 (481) (437) (700) 106

(787) 1,492 301 (833) (499) 762 299 163 16,619

(1,307) 401 (234) (696) 605 713 254 233 18,659

(3,273) (33,410) 35,180 (696) (334) 45 0 (10,568) (13,056)

(7,358) (45,444) 38,314 (569) (299) 600 2,525 (1,448) (13,679)

(98) 75 3,984 (4,653) (692) 55 (1,482) 16,260

(144) 179 2,418 (2,421) 32 3 3,656 15,242

(287) 188 16,109 (14,781) 1,229 3 4,795 9,983

(781) 481 10,768 (11,325) (857) (3) 4,120 14,778

Cash and cash equivalents at end of period

$14,778

$18,898

$14,778

$18,898

Reconciliations of selected non-GAAP financial measures and segment results to the nearest comparable GAAP financial measures The following tables present reconciliations of selected non-GAAP financial measures and segment results to the nearest comparable GAAP financial measures (in millions, unaudited): Three Months Ended December 31, 2012 Elimination and other Segment $1,514
(d)

Google GAAP Revenues Costs and expenses:

(b)

Motorola Mobile Segment $12,905 GAAP $1,514 Adjustments $0

Consolidated GAAP $14,419 Adjustments $0 Non-GAAP $14,419

Adjustments $0

Adjustments $0

$12,905

Cost of revenues Research and development Sales and marketing General and administrative Total costs and expenses

4,963 1,660 1,525 1,010 9,158

(101)
(b)

4,862 1,314
(b)

1,250 275 226 116 1,867

(70)
(e)

1,180 173
(f)

6,213 1,935 1,751 1,126 0 11,025

(171) (448) (140) (119) ($878)

6,042 1,487 1,611 1,007 10,147

(346) (124)
(b)

(102) (16)
(g)

1,401 904 8,481

210 103 1,666

(106) ($677)

(13) ($201)

Income (loss) from operations

$3,747
(a)

$4,424
(c)

($353)
(a)

($152)
(h)

$0

$3,394
(a)

$4,272
(i)

Operating margin
(a)

29.0%

34.3%

(23.3)%

(10.0)%

23.5%

29.6%

GAAP operating margin is defined as GAAP income (loss) from operations for the applicable segment divided by GAAP revenues for such segment.
(b)

To eliminate stock-based compensation expense recorded in the Google segment.

(c)

Google segment operating margin is defined as Google segment income from operations divided by Google segment revenues.
(d)

To eliminate $3 million of stock-based compensation expense, as well as $67 million of restructuring and related charges, recorded in the Motorola Mobile segment.
(e)

To eliminate $12 million of stock-based compensation expense, as well as $90 million of restructuring and related charges, recorded in the Motorola Mobile segment.
(f)

To eliminate $5 million of stock-based compensation expense, as well as $11 million of restructuring and related charges, recorded in the Motorola Mobile segment.
(g)

To eliminate $3 million of stock-based compensation expense, as well as $10 million of restructuring and related charges, recorded in the Motorola Mobile segment.
(h)

Motorola Mobile segment operating margin is defined as Motorola Mobile segment loss from operations divided by Motorola Mobile segment revenues.
(i)

Non-GAAP operating margin is defined as non-GAAP consolidated income from operations divided by consolidated revenues.

Three Months Ended December 31, 2013 Elimination and other Segment
(e)

Google GAAP Revenues Costs and expenses:

(c)

Motorola Mobile Segment

(b)

Consolidated GAAP
(k)

Adjustments $13

GAAP $1,151

Adjustments $92
(f)

Adjustments ($105)

Adjustments $0

Non-GAAP $16,858

$15,707

$15,720

$1,243

$16,858

Cost of revenues Research and development Sales and marketing General and administrative Total costs and expenses

6,253 1,933 1,908 1,184 11,278

(127)
(c)

6,126 1,467
(c)

1,185 178 218 77 1,658

(42)
(g)

1,143 175
(h) (l)

7,438 2,111 (13) 2,126 1,261 (13) 12936

(169) (469) (156) (123) ($917)

7,269 1,642 1,970 1,138 12,019

(466) (154)
(c)

(3) 11
(i)

1,754 1,058 10,405

229 80 1627

(126) ($873)

3 ($31)

Income (loss) from operations

$4,429
(a)

$5,315
(d)

($507)
(a)

($384)
(j)

($92)

$3,922
(a)

$4,839
(m)

Operating margin

28.2%

33.8%

(44.0)%

(30.9)%

23.3%

28.7%

Google and Motorola segment revenues are impacted by intersegment transactions that are eliminated in consolidation. Additionally, segment revenues associated with certain products are recognized in the segment results, but deferred to future periods in our consolidated financial statements.
(a) (b) (c) (d) (e) (f) (g)

GAAP operating margin is defined as GAAP income (loss) from operations for the applicable segment divided by GAAP revenues for such segment. To reflect certain intersegment revenues generated between our Google and Motorola Mobile segments. To eliminate stock-based compensation expense recorded in the Google segment. Google segment operating margin is defined as Google segment income from operations divided by Google segment revenues. To include certain revenues that are deferred in consolidation and reflect intersegment revenues generated between our Google and Motorola Mobile segments. To eliminate $4 million of stock-based compensation expense, as well as $38 million of restructuring and related charges, recorded in the Motorola Mobile segment. To eliminate $16 million of stock-based compensation expense and adjust for $13 million of restructuring and related items, recorded in the Motorola Mobile segment. and Motorola Mobile segments.

(h) To eliminate $5 million of stock-based compensation expense and adjust for $3 million of restructuring and related items recorded in the Motorola Mobile, and reflect $13 million of intersegment charges between our Google (i) (j) (k) (l) (m)

To eliminate $4 million of stock-based compensation expense and adjust for $7 million of restructuring and related items, recorded in the Motorola Mobile segment. Motorola Mobile segment operating margin is defined as Motorola Mobile segment loss from operations divided by Motorola Mobile segment revenues. To eliminate intersegment revenues between our Google and Motorola Mobile segments and reflect certain revenues that are deferred in our consolidated financial results. To eliminate intersegment charges between our Google and Motorola Mobile segments. Non-GAAP operating margin is defined as non-GAAP consolidated income from operations divided by consolidated revenues.

Reconciliations of non-GAAP results of operations to the nearest comparable GAAP measures

The following table presents certain non-GAAP consolidated results before certain items (in millions, except share amounts which are reflected in thousands and per share amounts, unaudited):

Three Months Ended December 31, 2012 NonGAAP Non-GAAP Operating Results Margin (g)
(b) (c)

Three Months Ended December 31, 2013 NonGAAP Non-GAAP Operating Results Margin (g)
(b) (c)

Consolidated

GAAP Actual

Operating Margin (a) Adjustments $700 178

GAAP Actual

Operating Margin (a) Adjustments $902 15

Income from operations

$3,394

23.5%

$878
(b)

$4,272

29.6%

$3,922

23.3%

$917
(b)

$4,839

28.7%

$700
(d)

$902
(d)

(152)
(c)

(191)
(c)

178
(e)

15
(e)

(65)
(f)

(11)
(f)

21 Net income Net income per share - diluted Shares used in per share calculation diluted
(a)

5 $3,568 $10.65 334,977 $3,376 $9.90 341,003 $720 $4,096 $12.01 341,003

$2,886 $8.62 334,977

$682

Operating margin is defined as consolidated income from operations divided by consolidated revenues.
(b)

To eliminate stock-based compensation expense.

(c)

To eliminate restructuring and related charges.

(d)

To eliminate income tax effects related to expense noted in (b).

(e)

To eliminate income tax effects related to expense noted in (c).

(f)

To eliminate net loss from discontinued operations.

(g)

Non-GAAP operating margin is defined as non-GAAP consolidated income from operations divided by consolidated revenues.

Reconciliation from net cash provided by operating activities to free cash flow (in millions, unaudited): Three Months Ended December 31, 2013

Net cash provided by operating activities Less purchases of property and equipment Free cash flow

$5,238 (2,255) $2,983

Net cash used in investing activities (a)

($1,617)

Net cash provided by financing activities

(a) Includes purchases of property and equipment.

$32

Reconciliation from GAAP international revenues to non-GAAP international revenues (in millions, unaudited):

Consolidated

Three Months Ended December 31, 2013 (using Q4'12's FX rates)

Three Months Ended December 31, 2013 (using Q3'13's FX rates)

United Kingdom revenues (GAAP) Exclude foreign exchange impact on Q4'13 revenues using Q4'12 rates Exclude foreign exchange impact on Q4'13 revenues using Q3'13 rates Exclude hedging gains recognized in Q4'13 United Kingdom revenues excluding foreign exchange and hedging impact (NonGAAP)

$1,524 (5) N/A (2) $1,517

$1,524 N/A (56) (2) $1,466

Rest of the world revenues (GAAP) Exclude foreign exchange impact on Q4'13 revenues using Q4'12 rates Exclude foreign exchange impact on Q4'13 revenues using Q3'13 rates Exclude hedging gains recognized in Q4'13 Rest of the world revenues excluding foreign exchange and hedging impact (Non-GAAP)

$7,923 172 N/A (1) $8,094

$7,923 N/A (107) (1) $7,815

Google

Three Months Ended December 31, 2013 (using Q4'12's FX rates)

Three Months Ended December 31, 2013 (using Q3'13's FX rates)

United Kingdom revenues (GAAP) Exclude foreign exchange impact on Q4'13 revenues using Q4'12 rates Exclude foreign exchange impact on Q4'13 revenues using Q3'13 rates Exclude hedging gains recognized in Q4'13 United Kingdom revenues excluding foreign exchange and hedging impact (NonGAAP)

$1,503 (5) N/A (2) $1,496

$1,503 N/A (54) (2) $1,447

Rest of the world revenues (GAAP) Exclude foreign exchange impact on Q4'13 revenues using Q4'12 rates Exclude foreign exchange impact on Q4'13 revenues using Q3'13 rates Exclude hedging gains recognized in Q4'13 Rest of the world revenues excluding foreign exchange and hedging impact (Non-GAAP)

$7,269 146 N/A (1) $7,414

$7,269 N/A (102) (1) $7,166

The following table presents our Google segment revenues by revenue source (a) (in millions):

Three Months Ended December 31, 2012 (unaudited) Advertising revenues: Google websites Google Network Members' websites Total advertising revenues Other revenues Google segment revenues $8,640 3,436 12,076 829 $12,905 $10,551 3,522 14,073 1,647 $15,720 2013

Twelve Months Ended December 31, 2012 2013 (unaudited)

$31,221 12,465 43,686 2,353 $46,039

$37,453 13,125 50,578 4,972 $55,550

(a) In accordance with GAAP, Google segment revenues (and related percentages) are presented consistent with what is provided to the chief operating decision maker for purposes of making decisions about allocating resources to that segment and assessing its performance, and include $13 million and $31 million of revenues resulting from intersegment transactions that are eliminated in our consolidated results for the three months and twelve months ended December 31, 2013, respectively.

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

Three Months Ended December 31, 2012 (unaudited) Advertising revenues: Google websites Google Network Members' websites Total advertising revenues Other revenues Google segment revenues 67% 27% 94% 6% 100% 67% 23% 90% 10% 100% 2013

Twelve Months Ended December 31, 2012 2013 (unaudited)

68% 27% 95% 5% 100%

67% 24% 91% 9% 100%

(a) In accordance with GAAP, Google segment revenues (and related percentages) are presented consistent with what is provided to the chief operating decision maker for purposes of making decisions about allocating resources to that segment and assessing its performance, and include $13 million and $31 million of revenues resulting from intersegment transactions that are eliminated in our consolidated results for the three months and twelve months ended December 31, 2013, respectively.

10