UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-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 RegulationS-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 RegulationS-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 Form10-K or any amendment to this Form10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-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 Rule12b-2 of the Exchange Act). Yes ☐ No ☒
As of June 29, 2018, the aggregate market value of shares held bynon-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 bynon-affiliates, we have assumed that all outstanding shares are held bynon-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 Form10-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 Form10-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 Form10-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 Form10-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 Form10-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 Form10-K, nor does it reflect events occurring after the filing of the Original Form10-K. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form10-K.
ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
(a) We have filed the following documents as part of this Annual Report on Form10-K:
1. Consolidated Financial Statements
See Item 15(a)(1) (Consolidated Financial Statements) appearing on page 85 of the Original Form10-K.
2. Financial Statement Schedules
See Item 15(a)(2) (Financial Statement Schedules) appearing on page 85 of the Original Form10-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 Form10-K (FileNo. 001-37580) | February 5, 2019 | |||||
31.01 | Certification of Chief Executive Officer pursuant to Exchange Act Rules13a-14(a) and15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Annual Report on Form10-K (FileNo. 001-37580) | February 5, 2019 | |||||
31.02 | Certification of Chief Financial Officer pursuant to Exchange Act Rules13a-14(a) and15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Annual Report on Form10-K (FileNo. 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 Form8-K (FileNo. 001-37580) | July 18, 2018 | |||||
101.INS | XBRL Instance Document | Annual Report on Form10-K (FileNo. 001-37580) | February 5, 2019 | |||||
101.SCH | XBRL Taxonomy Extension Schema Document | Annual Report on Form10-K (FileNo. 001-37580) | February 5, 2019 | |||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Annual Report on Form10-K (FileNo. 001-37580) | February 5, 2019 | |||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Annual Report on Form10-K (FileNo. 001-37580) | February 5, 2019 | |||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Annual Report on Form10-K (FileNo. 001-37580) | February 5, 2019 | |||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Annual Report on Form10-K (FileNo. 001-37580) | February 5, 2019 |
t | Indicates management compensatory plan, contract, or arrangement. | |
* | Filed herewith. | |
‡ | Furnished pursuant to Annual Report on Form10-K (FileNo. 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) |