2018年第四季度及年度Alphabet谷歌财报.pdf

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_FORM 10-K_(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2018ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from to mission 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 ParkwayMountain View, CA 94043(Address of principal executive offices) (Zip Code)(650) 253-0000(Registrants 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 registeredClass 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 classNone_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 registrants 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 filerNon-accelerated filer Smaller reporting companyEmerging growth companyIf 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 registrants Class A common stock outstanding, 46,535,019 shares of the registrants Class B common stock outstanding, and 349,291,348 shares of the registrants Class C capital stock outstanding._DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrants 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 registrants fiscal year ended December 31, 2018.Table of Contents Alphabet Inc.iAlphabet Inc.Form 10-KFor the Fiscal Year Ended December 31, 2018 TABLE OF CONTENTSPageNote About Forward-Looking StatementsPART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Form 10-K Summary13720202020212425404382828384848484848587Table of Contents Alphabet Inc.1NOTE ABOUT FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, among other things, statements regarding: the growth of our business and revenues and our expectations about the factors that influence our success and trends in our business; our plans to continue to invest in new businesses, products, services and technologies, systems, facilities, and infrastructure, to continue to hire aggressively and provide competitive compensation programs, as well as to continue to invest in acquisitions; seasonal fluctuations in internet usage and advertiser expenditures, underlying business trends such as traditional retail seasonality, and macroeconomic conditions, which are likely to cause fluctuations in our quarterly results; the potential for declines in our revenue growth rate and operating margin; our expectation that we will continue to take steps to improve the relevance of the ads we deliver and to reduce the number of accidental clicks; fluctuations in our revenue growth, as well as the change in paid clicks and cost-per-click on Google properties and the change in impressions and cost-per-impression on Google Network Members properties, and various factors contributing to such fluctuations; our expectation that our foreign exchange risk management program will not fully offset our net exposure to fluctuations in foreign currency exchange rates; the expected variability of costs related to hedging activities under our foreign exchange risk management program; the anticipated effect of, and our response to, new accounting pronouncements; our expectation that our cost of revenues, research and development (R our potential exposure in connection with pending investigations, proceedings, and other contingencies; our expectation that our monetization trends will fluctuate, which could affect our revenues and margins in the future; our expectation that our traffic acquisition costs (TAC) and the associated TAC rates will increase in the future; our expectation that our results will be affected by our performance in international markets as users in developing economies increasingly come online; our expectation that the portion of our revenues that we derive from non-advertising revenues will continue to increase and may affect margins; our expectation that our other income (expense), net, will fluctuate in the future, as it is largely driven by market dynamics; estimates of our future compensation expenses; fluctuations in our effective tax rate; the sufficiency of our sources of funding; our payment terms to certain advertisers, which may increase our working capital requirements; fluctuations in our capital expenditures; our expectations related to the operating structure implemented pursuant to the Alphabet holding company reorganization; the sufficiency and timing of our proposed remedies in response to the European Commissions (EC) decisions; the expected timing and amount of Alphabet Inc.s share repurchases;Table of Contents Alphabet Inc.2as well as other statements regarding our future operations, financial condition and prospects, and business strategies. Forward-looking statements may appear throughout this report and other documents we file with the Securities and Exchange Commission (SEC), including without limitation, the following sections: Item 1 “Business,“ Item 1A “Risk Factors,“ and Item 7 “Managements Discussion and Analysis of Financial Condition and Results of Operations.“ Forward-looking statements generally can be identified by words such as “anticipates,“ “believes,“ “estimates,“ “expects,“ “intends,“ “plans,“ “predicts,“ “projects,“ “will be,“ “will continue,“ “may,“ “could,“ “will likely result,“ and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Annual Report on Form 10-K, and in particular, the risks discussed in Item 1A, “Risk Factors“ of this report and those discussed in other documents we file with the SEC. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.As used herein, “Alphabet,“ “the company,“ “we,“ “us,“ “our,“ and similar terms include Alphabet Inc. and its subsidiaries, unless the context indicates otherwise.“Alphabet,“ “Google,“ and other trademarks of ours appearing in this report are our property. This report contains additional trade names and trademarks of other companies. We do not intend our use or display of other companies trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these companies.Table of Contents Alphabet Inc.3PART IITEM 1. BUSINESSOverviewAs our founders Larry and Sergey wrote in the original founders letter, “Google is not a conventional company. We do not intend to become one.“ That unconventional spirit has been a driving force throughout our history - inspiring us to do things like rethink the mobile device ecosystem with Android and map the world with Google Maps. As part of that, our founders also explained that you could expect us to make “smaller bets in areas that might seem very speculative or even strange when compared to our current businesses.“ From the start, the company has always strived to do more, and to do important and meaningful things with the resources we have.Alphabet is a collection of businesses - the largest of which is Google. It also includes businesses that are generally pretty far afield of our main internet products in areas such as self-driving cars, life sciences, internet access and TV services. We report all non-Google businesses collectively as Other Bets. Our Alphabet structure is about helping each of our businesses prosper through strong leaders and independence.Access and technology for everyoneThe Internet is one of the worlds most powerful equalizers, capable of propelling new ideas and people forward. At Google, our mission is to make sure that information serves everyone, not just a few. So whether youre a child in a rural village or a professor at an elite university, you can access the same information. We are helping people get online by tailoring digital experiences to the needs of emerging markets. For instance, our digital payments app in India, now called Google Pay, helps tens of millions of people and businesses easily pay with just a few taps. Were also making sure our core Google products are fast and useful, especially for users in areas where speed and connectivity are central concerns.Other Alphabet companies are also pursuing initiatives with similar goals. For instance, Loon announced that it will bring its balloon-powered internet to regions of central Kenya, starting in 2019.MoonshotsMany companies get comfortable doing what they have always done, making only incremental changes. This incrementalism leads to irrelevance over time, especially in technology, where change tends to be revolutionary, not evolutionary. People thought we were crazy when we acquired YouTube and Android and when we launched Chrome, but those efforts have matured into major platforms for digital video and mobile devices and a safer, popular browser. We continue to look toward the future and continue to invest for the long-term. As we said in the original founders letter, we will not shy away from high-risk, high-reward projects that we believe in because they are the key to our long-term success.The power of machine learningAcross the company, machine learning and artificial intelligence (AI) are increasingly driving many of our latest innovations