Google 2015 Annual Report Download - page 2

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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.
Alphabet Inc. Yes No
Google Inc. Yes No
Indicate by check mark 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 the registrant was required to submit and post such files).
Alphabet Inc. Yes No
Google Inc. 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.
Alphabet Inc.
Google Inc.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):
Alphabet Inc. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
Google Inc. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Alphabet Inc. Yes No
Google Inc. Yes No
As of June 30, 2015, the aggregate market value of shares held by non-affiliates of Google Inc. (the predecessor issuer pursuant
to Rule 12g-3(a) under the Securities Exchange Act) (based upon the closing sale prices of such shares on the Nasdaq Global
Select Market on June 30, 2015) was approximately $311.0 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 February 1, 2016, the following amounts were outstanding for Alphabet Inc. (the successor issuer pursuant to Rule 12g-3(a)
under the Exchange Act as of October 2, 2015) (Alphabet): 292,580,627 shares of Alphabet's Class A common stock; 50,199,837
shares of Alphabet’s Class B common stock; and 345,539,303 shares of Alphabet’s Class C capital stock outstanding.
____________________________________________________________________
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the 2016 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, 2015.