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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fi scal year ended December 31, 2012
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission fi le number: 000-50726
GOOGLE INC.
(Exact name of registrant as specifi ed in its charter)
DELAWARE 77-0493581
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identifi cation No.)
1600 Amphitheatre Parkway
Mountain View, CA 94043
(Address of principal executive offi ces) (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)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of each class
Class B Common Stock, $0.001 par value
Options to purchase Class A Common Stock
Indicate by check mark YES NO
•if the registrant is a well-known seasoned issuer, as defi ned in Rule 405 of the Securities Act.
•if the registrant is not required to fi le reports pursuant to Section 13 or Section 15(d) of the Act.
•
whether the registrant (1) has fi led all reports required to be fi led 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 fi le such reports), and (2) has been subject to such fi ling requirements
for the past 90 days.
•
whether the registrant has submitted electronically and posted on its corporate Website, if any,
every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
theregistrant was required to submit and post such fi les).
•
if disclosure of delinquent fi lers 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
defi nitive proxy or information statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K.
•
whether the registrant is a large accelerated fi ler, an accelerated fi ler, a non-accelerated fi ler or a smaller reporting company. See the
defi nitions of “large accelerated fi ler,” “accelerated fi ler” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated fi lerAccelerated fi lerNon-accelerated fi lerSmaller reporting company
•whether the registrant is a shell company (as defi ned in Rule 12b-2 of the Exchange Act).
At June 30, 2012, the aggregate market value of shares held by non-a liates of the registrant (based upon the closing sale price of such shares
on the Nasdaq Global Select Market on June 29, 2012) was $134,705,433,770.
At January 23, 2013, there were 267,500,149 shares of the registrant’s Class A common stock outstanding and 62,163,063 shares of
theregistrant’s Class B common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the 2013 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 fi led with the Securities and Exchange Commission within
120 days of the registrant’s fi scal year ended December 31, 2012.