UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
☐ 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 No.) | |
1600 Amphitheatre Parkway
Mountain View, CA 94043
(Address of principal executive offices) (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 | Name of each exchange on which registered | |
| Class A Common Stock, $0.001 par value | Nasdaq Stock Market LLC (Nasdaq Global Select Market) | |
| Class C Capital Stock, $0.001 par value | Nasdaq Stock Market LLC (Nasdaq Global Select Market) | |
Securities registered pursuant to Section 12(g) of the Act:
Title of each class
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
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 June 29, 2018, the aggregate market value of shares held by non-affiliates of the registrant (based upon the closing sale prices of such shares on the Nasdaq Global Select Market on June 29, 2018) was approximately $680.0 billion. For purposes of calculating the aggregate market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 5% or greater stockholders. In the case of 5% or greater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholders exercise any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions should not be deemed to constitute an admission that all executive officers, directors and 5% or greater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of our officers, directors and principal stockholders is included or incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K.
As of January 31, 2019, there were 299,360,029 shares of the registrant’s Class A common stock outstanding, 46,535,019 shares of the registrant’s Class B common stock outstanding, and 349,291,348 shares of the registrant’s Class C capital stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the 2019 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2018.
Explanatory Note
This Amendment No. 1 to the Annual Report on Form 10-K of Alphabet Inc. (the “Company”) for the year ended December 31, 2018 as filed with the Securities and Exchange Commission on February 5, 2019 (the “Original Form 10-K”), is being filed for the sole purpose of updating the consent in Exhibit 23.01 to reflect the signature of Ernst & Young LLP, the Company’s independent auditor, which was inadvertently omitted from the consent filed as part of the Original Form 10-K.
Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the financial position, results of operations, cash flows, or other disclosures in, or exhibits to, the Original Form 10-K, nor does it reflect events occurring after the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
(a) We have filed the following documents as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements
See Item 15(a)(1) (Consolidated Financial Statements) appearing on page 85 of the Original Form 10-K.
2. Financial Statement Schedules
See Item 15(a)(2) (Financial Statement Schedules) appearing on page 85 of the Original Form 10-K.
All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.
3. Exhibits
| 23.01 |
* |
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm | ||||||
| 24.01 |
Power of Attorney | Annual Report on Form 10-K (File No. 001-37580) |
February 5, 2019 | |||||
| 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 | Annual Report on Form 10-K (File No. 001-37580) |
February 5, 2019 | |||||
| 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 | Annual Report on Form 10-K (File No. 001-37580) |
February 5, 2019 | |||||
| 32.01 |
‡ |
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||||
| 99.01 |
Google blog post dated July 18, 2018 | Current Report on Form 8-K (File No. 001-37580) |
July 18, 2018 | |||||
| 101.INS |
XBRL Instance Document | Annual Report on Form 10-K (File No. 001-37580) |
February 5, 2019 | |||||
| 101.SCH |
XBRL Taxonomy Extension Schema Document | Annual Report on Form 10-K (File No. 001-37580) |
February 5, 2019 | |||||
| 101.CAL |
XBRL Taxonomy Extension Calculation Linkbase Document | Annual Report on Form 10-K (File No. 001-37580) |
February 5, 2019 | |||||
| 101.DEF |
XBRL Taxonomy Extension Definition Linkbase Document | Annual Report on Form 10-K (File No. 001-37580) |
February 5, 2019 | |||||
| 101.LAB |
XBRL Taxonomy Extension Label Linkbase Document | Annual Report on Form 10-K (File No. 001-37580) |
February 5, 2019 | |||||
| 101.PRE |
XBRL Taxonomy Extension Presentation Linkbase Document | Annual Report on Form 10-K (File No. 001-37580) |
February 5, 2019 | |||||
| t |
Indicates management compensatory plan, contract, or arrangement. | |
| * |
Filed herewith. | |
| ‡ |
Furnished pursuant to Annual Report on Form 10-K (File No. 001-37580) on February 5, 2019. | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: February 6, 2019
| ALPHABET INC. | ||
| By: |
/S/ RUTH M. PORAT | |
| Ruth M. Porat | ||
| Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||
Exhibit 23.01
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
| (1) | Registration Statement (Form S-8 No. 333-207254) pertaining to the Google Inc. 2004 Stock Plan, Alphabet Inc. 2012 Stock Plan, AdMob, Inc. 2006 Stock Plan, UK Sub-Plan of the AdMob, Inc. 2006 Stock Plan, Motorola Mobility Holdings, Inc. 2011 Incentive Compensation Plan and Alphabet Inc. Deferred Compensation Plan, |
| (2) | Registration Statement (Form S-3 No. 333-209510) of Alphabet Inc., |
| (3) | Registration Statement (Form S-8 No. 333-212914) pertaining to the Alphabet Inc. 2012 Stock Plan, |
| (4) | Registration Statement (Form S-8 No. 333-214573) pertaining to the Apigee Corporation 2015 Equity Incentive Plan and the Apigee Corporation 2005 Stock Incentive Plan, |
| (5) | Registration Statement (Form S-8 No. 333-219435) pertaining to the Alphabet Inc. 2012 Stock Plan, |
| (6) | Registration Statement (Form S-8 No. 333-215873) pertaining to the Alphabet Inc. Deferred Compensation Plan, and |
| (7) | Registration Statement (Form S-8 No. 333-226309) pertaining to the Alphabet Inc. 2012 Stock Plan; |
of our reports dated February 4, 2019, with respect to the consolidated financial statements of Alphabet Inc. and the effectiveness of internal control over financial reporting of Alphabet Inc. included in this Annual Report (Form 10-K) of Alphabet Inc. for the year ended December 31, 2018.
/s/ Ernst & Young LLP
San Jose, California
February 4, 2019