Item 9A. Controls and Procedures
ITEM 9A. 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 Annual Report on Form 10-K.
Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2023 , 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, 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
There have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2023. Management reviewed the results of its assessment with our Audit and Compliance Committee. The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of this Annual Report on Form 10-K.
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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ITEM 9B. OTHER INFORMATION
10b5-1 Trading Plans
During the fiscal quarter ended December 31, 2023, the following Section 16 officer and directors adopted, modified or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):
• John Hennessy , Chair of the Board of Directors , through the John L. Hennessy & Andrea J. Hennessy Revocable Trust, adopted a new trading plan on November 1, 2023 (with the first trade under the new plan scheduled for February 12, 2024). The trading plan will be effective until March 12, 2025 to sell 6,664 shares of Class C Capital Stock and 11,336 shares of Class A Common Stock.
• Ann Mather , former member of the Board of Directors , terminated her trading plan on October 30, 2023 , effective with her resignation from the Board of Directors. The trading plan previously permitted the sale of 12,580 shares of Class C Capital Stock and would have been effective until June 2, 2024.
• Ruth M. Porat , President and Chief Investment Officer; Chief Financial Officer , adopted a new trading plan on November 30, 2023 (with the first trade under the new plan scheduled for March 8, 2024). The trading plan will be effective until March 8, 2025 to sell all of the (net) shares of up to 82,900 (gross) Class C Capital Stock issued upon the vesting of her Alphabet 2021 Performance Stock Units, as adjusted based on performance (net shares are net of tax withholding).
There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended December 31, 2023 by our directors and Section 16 officers. Each of the Rule 10b5-1 trading arrangements are in accordance with our Policy Against Insider Trading and actual sale transactions made pursuant to such trading arrangements will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations.
Required Disclosure Pursuant to Section 13(r) of the Exchange Act
As previously disclosed, Google LLC, a subsidiary of Alphabet, filed notifications with the Russian Federal Security Service pursuant to Russian encryption control requirements, which must be complied with prior to the import of covered items. The information provided pursuant to Section 13(r) of the Exchange Act in Part II, Item 5 of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 is incorporated herein by reference.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
The information required by this item will be included under the caption “Directors, Executive Officers, and Corporate Governance” in our Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 (2024 Proxy Statement) and is incorporated herein by reference. The information required by this item regarding delinquent filers pursuant to Item 405 of Regulation S-K will be included under the caption “Delinquent Section 16(a) Reports” in the 2024 Proxy Statement and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item will be included under the captions “Director Compensation,” “Executive Compensation” and “Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board Matters—Compensation Committee Interlocks and Insider Participation” in the 2024 Proxy Statement and is incorporated herein by reference, except as to information disclosed therein pursuant to Item 402(v) of Regulation S-K relating to pay versus performance.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item will be included under the captions “Common Stock Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the 2024 Proxy Statement and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item will be included under the captions “Certain Relationships and Related Transactions” and “Directors, Executive Officers, and Corporate Governance—Corporate Governance and Board Matters—Director Independence” in the 2024 Proxy Statement and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item will be included under the caption “Independent Registered Public Accounting Firm” in the 2024 Proxy Statement and is incorporated herein by reference.
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PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
We have filed the following documents as part of this Annual Report on Form 10-K:
1. Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm
48
Financial Statements:
Consolidated Balance Sheets
51
Consolidated Statements of Income
52
Consolidated Statements of Comprehensive Income
53
Consolidated Statements of Stockholders’ Equity
54
Consolidated Statements of Cash Flows
55
Notes to Consolidated Financial Statements
56
2. Financial Statement Schedules
Schedule II: Valuation and Qualifying Accounts
The table below details the activity of the allowance for credit losses and sales credits for the years ended December 31, 2021, 2022, and 2023 (in millions):
Balance at
Beginning of Year Additions Usage Balance at
End of Year
Year ended December 31, 2021
$ 1,344 $ 2,092 $ ( 2,047 ) $ 1,389
Year ended December 31, 2022
$ 1,389 $ 2,125 $ ( 2,301 ) $ 1,213
Year ended December 31, 2023
$ 1,213 $ 3,115 $ ( 2,737 ) $ 1,591
Note: Additions to the allowance for credit losses are charged to expense. Additions to the allowance for sales credits are charged against revenues.
All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.
3. Exhibits
Exhibit
Number Description Incorporated by reference herein
Form Date
2.01 Agreement and Plan of Merger, dated October 2, 2015, by and among Google Inc., the Registrant and Maple Technologies Inc.
Current Report on Form 8-K (File No. 001-37580)
October 2, 2015
3.01 Amended and Restated Certificate of Incorporation of the Registrant
Current Report on Form 8-K (File No. 001-37580) June 3, 2022
3.02 Amended and Restated Bylaws of the Registrant, dated October 19, 2022
Current Report on Form 8-K (File No. 001-37580) October 25, 2022
4.01 Specimen Class A Common Stock certificate
Current Report on Form 8-K (File No. 001-37580) October 2, 2015
4.02 Specimen Class C Capital Stock certificate
Current Report on Form 8-K (File No. 001-37580) October 2, 2015
4.03 Alphabet Inc. Deferred Compensation Plan
Current Report on Form 8-K (File No. 001-37580) October 2, 2015
4.04 Transfer Restriction Agreement, dated October 2, 2015, between the Registrant and Larry Page and certain of his affiliates
Current Report on Form 8-K (File No. 001-37580) October 2, 2015
4.05 Transfer Restriction Agreement, dated October 2, 2015, between the Registrant and Sergey Brin and certain of his affiliates
Current Report on Form 8-K (File No. 001-37580)
October 2, 2015
4.06 Joinder Agreement, dated December 31, 2021, among the Registrant, Sergey Brin and certain of his affiliates
Annual Report on Form 10-K (File No. 001-37580) February 2, 2022
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Exhibit
Number Description Incorporated by reference herein
Form Date
4.07 Transfer Restriction Agreement, dated October 2, 2015, between the Registrant and Eric E. Schmidt and certain of its affiliates
Current Report on Form 8-K (File No. 001-37580)
October 2, 2015
4.08 Class C Undertaking, dated October 2, 2015, executed by the Registrant
Current Report on Form 8-K (File No. 001-37580) October 2, 2015
4.09 Indenture, dated February 12, 2016, between the Registrant 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
4.10 Registrant Registration Rights Agreement dated December 14, 2015
Registration Statement on Form S-3
(File No. 333-209518) February 12, 2016
4.11 First Supplemental Indenture, dated April 27, 2016, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as trustee
Current Report on Form 8-K
(File No. 001-37580) April 27, 2016
4.12 Form of the Registrant’s 3.375% Notes due 2024 (included in Exhibit 4.11)
4.13 Form of the Registrant’s 1.998% Note due 2026
Current Report on Form 8-K (File No. 001-37580) August 9, 2016
4.14 Form of Global Note representing the Registrant’s 0.450% notes due 2025
Current Report on Form 8-K (File No. 001-37580) August 5, 2020
4.15 Form of Global Note representing the Registrant’s 0.800% notes due 2027
Current Report on Form 8-K (File No. 001-37580) August 5, 2020
4.16 Form of Global Note representing the Registrant’s 1.100% notes due 2030
Current Report on Form 8-K (File No. 001-37580) August 5, 2020
4.17 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
4.18 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
4.19 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
4.20 Description of Registrant’s Securities
Annual Report on Form 10-K (File No. 001-37580)
February 3, 2023
10.01 u
Form of Indemnification Agreement entered into between the Registrant, its affiliates and its directors and officers
Current Report on Form 8-K (File No. 001-37580) October 2, 2015
10.02
u
* Form of Offer Letter for Directors
10.03
u
Offer Letter, dated March 20, 2015, between Ruth Porat and Google Inc., as assumed by the Registrant on October 2, 2015
Current Report on Form 8-K (File No. 001-36380)
March 26, 2015
10.04
u Compensation Plan Agreement, dated October 2, 2015, between Google Inc. and the Registrant
Current Report on Form 8-K (File No. 001-37580) October 2, 2015
10.05
u Director Arrangements Agreement, dated October 2, 2015, between Google Inc. and the Registrant
Current Report on Form 8-K (File No. 001-37580) October 2, 2015
10.06
u Alphabet Inc. Deferred Compensation Plan
Current Report on Form 8-K (File No. 001-37580) October 2, 2015
10.07
u Alphabet Inc. Amended and Restated 2012 Stock Plan
Current Report on Form 8-K
(File No. 001-37580) June 5, 2020
10.07.1
u Alphabet Inc. Amended and Restated 2012 Stock Plan - Form of Alphabet Restricted Stock Unit Agreement
Annual Report on Form 10-K
(File No. 001-37580) February 4, 2020
10.07.2
u Alphabet Inc. 2012 Stock Plan - Form of Alphabet Restricted Stock Unit Agreement
Quarterly Report on Form 10-Q (File No. 001-37580)
November 3, 2016
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Exhibit
Number Description Incorporated by reference herein
Form Date
10.08
u Alphabet Inc. Amended and Restated 2021 Stock Plan
Current Report on Form 8-K (file No. 001-37580) June 3, 2022
10.08.1
u Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet Restricted Stock Unit Agreement
Quarterly Report on Form 10-Q (file No. 001-37580) July 28, 2021
10.08.2
u Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet Restricted Stock Unit Agreement
Quarterly Report on Form 10-Q (File No. 001-37580)
July 26, 2023
10.08.3
u Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet 2022 CEO Performance Stock Unit Agreement
Annual Report on Form 10-K (File No. 001-37580)
February 3, 2023
10.08.4
u Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet 2022 Non-CEO Performance Stock Unit Agreement
Annual Report on Form 10-K
(File No. 001-37580) February 4, 2020
10.08.5
u Alphabet Inc. Amended and Restated 2021 Stock Plan - Form of Alphabet 2023 Non-CEO Performance Stock Unit Agreement
Quarterly Report on Form 10-Q (File No. 001-37580)
July 26, 2023
10.09
u Alphabet Inc. Company Bonus Plan, as amended
Annual Report on Form 10-K
(File No. 001-37350)
February 2, 2023
21.01 * Subsidiaries of the Registrant
23.01 * Consent of Independent Registered Public Accounting Firm
24.01 * Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
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 Section 906 of the Sarbanes-Oxley Act of 2002
97.01
* Clawback Policy
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
101.SCH * Inline XBRL Taxonomy Extension Schema Document
101.CAL * Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF * Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB * Inline XBRL Taxonomy Extension Label Linkbase Document
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Exhibit
Number Description Incorporated by reference herein
Form Date
101.PRE * Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)
_________________
u Indicates management compensatory plan, contract, or arrangement.
* Filed herewith.
‡ Furnished herewith.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 30, 2024
ALPHABET INC.
By: / S / S UNDAR P ICHAI
Sundar Pichai
Chief Executive Officer
(Principal Executive Officer of the Registrant)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sundar Pichai and Ruth M. Porat, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
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Signature Title Date
/ S / S UNDAR P ICHAI
Chief Executive Officer and Director (Principal Executive Officer) January 30, 2024
Sundar Pichai
/ S / R UTH M. P ORAT
President and Chief Investment Officer; Chief Financial Officer (Principal Financial Officer)
January 30, 2024
Ruth M. Porat
/ S / A MIE T HUENER O'T OOLE
Vice President, Corporate Controller and Principal Accounting Officer
January 30, 2024
Amie Thuener O'Toole
/ S / F RANCES H. A RNOLD
Director January 30, 2024
Frances H. Arnold
/ S / S ERGEY B RIN
Co-Founder and Director January 30, 2024
Sergey Brin
/ S / R. M ARTIN C HAVEZ
Director January 30, 2024
R. Martin Chávez
/ S / L. J OHN D OERR
Director January 30, 2024
L. John Doerr
/ S / R OGER W. F ERGUSON J R .
Director January 30, 2024
Roger W. Ferguson Jr.
/ S / J OHN L. H ENNESSY
Director, Chair January 30, 2024
John L. Hennessy
/ S / L ARRY P AGE
Co-Founder and Director January 30, 2024
Larry Page
/ S / K. R AM S HRIRAM
Director January 30, 2024
K. Ram Shriram
/ S / R OBIN L. W ASHINGTON
Director January 30, 2024
Robin L. Washington
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