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1、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 31,2022ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 19
2、34For the transition period from to .Commission file number:001-37580_Alphabet Inc.(Exact name of registrant as specified in its charter)_Delaware61-1767919(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)1600 Amphitheatre ParkwayMountain View,CA 94043
3、(Address of principal executive offices,including zip code)(650)253-0000(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredClass A Common Stock,$0.001 par valueGOOGLN
4、asdaq Stock Market LLC(Nasdaq Global Select Market)Class C Capital Stock,$0.001 par valueGOOGNasdaq 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,
5、as defined in Rule 405 of the SecuritiesAct.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of theAct.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
6、SecuritiesExchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file suchreports),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 eve
7、ry Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period thatthe registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated
8、filer,an accelerated filer,a non-accelerated filer,a smallerreporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated filer,”“smallerreporting company,”and emerging growth company in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated
9、 filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(
10、a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of theeffectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)bythe registered public accountin
11、g firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by ch
12、eck mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shel
13、l company(as defined in Rule 12b-2 of the Exchange Act).Yes No As of June 30,2022,the aggregate market value of shares held by non-affiliates of the registrant(based upon the closing sale pricesof such shares on the Nasdaq Global Select Market on June 30,2022)was approximately$1,256.1 billion.For pu
14、rposes ofcalculating the aggregate market value of shares held by non-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
15、 deemed such stockholders to be affiliates unless there are facts and circumstances whichwould indicate that such stockholders exercise any control over our company,or unless they hold 10%or more of our outstandingcommon stock.These assumptions should not be deemed to constitute an admission that al
16、l executive officers,directors,and 5%orgreater stockholders are,in fact,affiliates of our company,or that there are not other persons who may be deemed to be affiliates ofour company.Further information concerning shareholdings of our officers,directors,and principal stockholders is included orincor
17、porated by reference in Part III,Item 12 of this Annual Report on Form 10-K.As of January 26,2023,there were 5,956 million shares of Alphabets Class A stock outstanding,883 million shares of AlphabetsClass B stock outstanding,and 5,968 million shares of the Alphabets Class C stock outstanding._DOCUM
18、ENTS INCORPORATED BY REFERENCEPortions of the registrants Proxy Statement for the 2023 Annual Meeting of Stockholders are incorporated herein by reference inPart III of this Annual Report on Form 10-K to the extent stated herein.Such proxy statement will be filed with the Securities andExchange Comm
19、ission within 120 days of the registrants fiscal year ended December 31,2022.Table of ContentsAlphabet Inc.Alphabet Inc.Form 10-KFor the Fiscal Year Ended December 31,2022TABLE OF CONTENTS PageNote About Forward-Looking Statements3PART IItem 1.Business4Item 1A.Risk Factors9Item 1B.Unresolved Staff C
20、omments22Item 2.Properties23Item 3.Legal Proceedings23Item 4.Mine Safety Disclosures23PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters,and Issuer Purchases ofEquity Securities23Item 6.Reserved25Item 7.Managements Discussion and Analysis of Financial Condition and Result
21、s of Operations26Item 7A.Quantitative and Qualitative Disclosures About Market Risk40Item 8.Financial Statements and Supplementary Data43Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure84Item 9A.Controls and Procedures84Item 9B.Other Information84Item 9C.Di
22、sclosure Regarding Foreign Jurisdictions that Prevent Inspections84PART IIIItem 10.Directors,Executive Officers,and Corporate Governance85Item 11.Executive Compensation85Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters85Item 13.Certain Relationshi
23、ps and Related Transactions,and Director Independence85Item 14.Principal Accountant Fees and Services85PART IVItem 15.Exhibits,Financial Statement Schedules86Item 16.Form 10-K Summary89Signatures2Table of ContentsAlphabet Inc.Note About Forward-Looking StatementsThis Annual Report on Form 10-K conta
24、ins forward-looking statements within the meaning of the PrivateSecurities Litigation Reform Act of 1995.These include,among other things,statements regarding:the growth of our business and revenues and our expectations about the factors that influence our success andtrends in our business;fluctuati
25、ons in our revenues and margins and various factors contributing to such fluctuations;our expectation that the continuing shift from an offline to online world will continue to benefit our business;our expectation that the portion of our revenues that we derive from non-advertising revenues will con
26、tinue toincrease and may affect our margins;our expectation that our traffic acquisition costs(TAC)and the associated TAC rate will fluctuate,which couldaffect our overall margins;our expectation that our monetization trends will fluctuate,which could affect our revenues and margins;fluctuations in
27、our revenues,as well as the change in paid clicks and cost-per-click and the change inimpressions and cost-per-impression,and various factors contributing to such fluctuations;our expectation that we will continue to periodically review,refine,and update our methodologies formonitoring,gathering,and
28、 counting the number of paid clicks and impressions;our expectation that our results will be affected by our performance in international markets as users indeveloping economies increasingly come online;our expectation that our foreign exchange risk management program will not fully offset our net e
29、xposure tofluctuations in foreign currency exchange rates;the expected variability of gains and losses related to hedging activities under our foreign exchange riskmanagement program;the amount and timing of revenue recognition from customer contracts with commitments for performanceobligations,incl
30、uding our estimate of the remaining amount of commitments and when we expect to recognizerevenue;fluctuations in our capital expenditures;our plans to continue to invest in new businesses,products,services and technologies,systems,land andbuildings for data centers,and infrastructure,as well as to c
31、ontinue to invest in acquisitions and strategicinvestments;our pace of hiring and our plans to provide competitive compensation programs;our expectation that our cost of revenues,research and development(R&D)expenses,sales and marketingexpenses,and general and administrative expenses may increase in
32、 amount and/or may increase as apercentage of revenues and may be affected by a number of factors;estimates of our future compensation expenses;our expectation that our other income(expense),net(OI&E),will fluctuate in the future,as it is largely driven bymarket dynamics;fluctuations in our effectiv
33、e tax rate;seasonal fluctuations in internet usage and advertiser expenditures,underlying business trends such astraditional retail seasonality,which are likely to cause fluctuations in our quarterly results;the sufficiency of our sources of funding;our potential exposure in connection with new and
34、pending investigations,proceedings,and othercontingencies,including the possibility that certain legal proceedings to which we are a party could harm ourbusiness,financial condition,and operating results;our expectation that we will continue to face heightened regulatory scrutiny,and the sufficiency
35、 and timing ofour proposed remedies in response to decisions from the European Commission(EC)and other regulators andgovernmental entities;3Table of ContentsAlphabet Inc.the expected timing,amount,and effect of Alphabet Inc.s share repurchases;our long-term sustainability and diversity goals;the unp
36、redictability of the ongoing broader economic effects resulting from the war in Ukraine on our futurefinancial results;the expected financial effect of our announced workforce reduction and office space optimization;our expectation that the change in estimated useful life of servers and certain netw
37、ork equipment will have afavorable effect on our 2023 operating results;as 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 a
38、ndExchange Commission(SEC),including without limitation,the following sections:Part I,Item 1 Business;Part I,Item1A Risk Factors;and Part II,Item 7 Managements Discussion and Analysis of Financial Condition and Results ofOperations.Forward-looking statements generally can be identified by words such
39、 as anticipates,believes,estimates,expects,intends,plans,predicts,projects,will be,will continue,may,could,will likelyresult,and similar expressions.These forward-looking statements are based on current expectations and assumptionsthat are subject to risks and uncertainties,which could cause our act
40、ual results to differ materially from those reflectedin the forward-looking statements.Factors that could cause or contribute to such differences include,but are not limitedto,those discussed in this Annual Report on Form 10-K,and in particular,the risks discussed in Part I,Item 1A,RiskFactors of th
41、is report and those discussed in other documents we file with the SEC.We undertake no obligation torevise 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 relianc
42、e on such forward-lookingstatements.As used herein,Alphabet,the company,we,us,our,and similar terms include Alphabet Inc.and itssubsidiaries,unless the context indicates otherwise.Alphabet,Google,and other trademarks of ours appearing in this report are our property.We do not intend ouruse or displa
43、y of other companies trade names or trademarks to imply an endorsement or sponsorship of us by suchcompanies,or any relationship with any of these companies.PART IITEM 1.BUSINESSOverviewAs our founders Larry and Sergey wrote in the original founders letter,Google is not a conventional company.We do
44、not intend to become one.That unconventional spirit has been a driving force throughout our history,inspiringus to tackle big problems and invest in moonshots,such as our long-term opportunities in artificial intelligence(AI).Wecontinue this work under the leadership of Alphabet and Google CEO Sunda
45、r Pichai.Alphabet is a collection of businesses the largest of which is Google.We report Google in two segments,Google Services and Google Cloud;we also report all non-Google businesses collectively as Other Bets.Alphabetsstructure is about helping each of our businesses prosper through strong leade
46、rs and independence.Access and technology for everyoneThe Internet is one of the worlds most powerful equalizers;it propels ideas,people and businesses large andsmall.Our mission to organize the worlds information and make it universally accessible and useful is as relevanttoday as it was when we we
47、re founded in 1998.Since then,we have evolved from a company that helps people findanswers to a company that also helps people get things done.We are focused on building an even more helpful Google for everyone,and we aspire to give everyone the toolsthey need to increase their knowledge,health,happ
48、iness,and success.Google Search helps people find informationand make sense of the world in more natural and intuitive ways,with trillions of searches on Google every year.YouTube provides people with entertainment,information,and opportunities to learn something new.Google Assistantoffers the best
49、way to get things done seamlessly across different devices,providing intelligent help throughout apersons day,no matter where they are.Google Cloud helps customers solve todays business challenges,improveproductivity,reduce costs,and unlock new growth engines.We are continually innovating and buildi
50、ng new productsand features that will help our users,partners,customers,and communities and have invested more than$100 billionin research and development in the last five years in support of these efforts.4Table of ContentsAlphabet Inc.MoonshotsMany companies get comfortable doing what they have al
51、ways done,making only incremental changes.Thisincrementalism leads to irrelevance over time,especially in technology,where change tends to be revolutionary,notevolutionary.People thought we were crazy when we acquired YouTube and Android and when we launched Chrome,but those efforts have matured int
52、o major platforms for digital video and mobile devices and a safer,popular browser.We continue to look toward the future and to invest for the long term within each of our segments.As we said in theoriginal founders letter,we will not shy away from high-risk,high-reward projects that we believe in,a
53、s they are the keyto our long-term success.The power of AIWe believe that AI is a foundational and transformational technology that will provide compelling and helpfulbenefits to people and society through its capacity to assist,complement,empower,and inspire people in almost everyfield of human end
54、eavor.As an information and computer science company,we will continue to be at the forefront ofadvancing the frontier of AI.Through our path-breaking and field-defining research and development,we responsiblyand boldly develop more capable and useful AI every day.AI already powers Googles core produ
55、cts that help billions of people every day and has been at the foundation ofour core ads quality systems for years,helping large and small businesses all over the world to produce and runeffective and efficient ad campaigns that help grow their businesses.AI makes it possible to search in new langua
56、ges,with multiple inputs,such as using images and text at the same time with the Google App.Some of our most popularproducts at Google including Lens and Translate were built entirely using artificial intelligence technologies suchas optical character recognition and machine learning.Google Cloud co
57、ntinues to build AI into numerous solutions thatour customers can use to develop AI-powered applications including processing documents,images,and translation to understand and analyze data more efficiently,and to use packaged solutions for a variety of industries.In allthese examples,AI significant
58、ly enhances the usefulness and multiplies the value of these products and services topeople and organizations.Our view is that AI is now,and more than ever,critical to delivering on our mission.As we bring our breakthroughAI innovations into the real world to assist people and benefit society everyw
59、here,we are also pursuing furtheradvancements that will help to unlock scientific discoveries and to tackle humanitys greatest challenges andopportunities.Privacy and securityWe make it a priority to protect the privacy and security of our products,users,and customers,even if there arenear-term fina
60、ncial consequences.We do this by continuously investing in building products that are secure by default;strictly upholding responsible data practices that emphasize privacy by design;and building easy-to-use settings thatput people in control.We are continually enhancing these efforts over time,whet
61、her by enabling users to auto-deletetheir data,giving them new tools,such as My Ad Center,to control their ad experience,or advancing anti-malware,anti-phishing,and password security features.GoogleFor reporting purposes Google comprises two segments:Google Services and Google Cloud.Google ServicesS
62、erving our usersWe have always been committed to building helpful products that can improve the lives of millions of peopleworldwide.Our product innovations are what make our services widely used,and our brand one of the most recognizedin the world.Google Services core products and platforms include
63、 ads,Android,Chrome,hardware,Gmail,GoogleDrive,Google Maps,Google Photos,Google Play,Search,and YouTube,with broad and growing adoption by usersaround the world.Our products and services have come a long way since the company was founded more than two decades ago.Rather than the ten blue links in ou
64、r early search results,users can now get direct answers to their questions usingtheir computer or mobile device,their own voice,a photo,or an image,making it quicker,easier,and more natural tofind what they are looking for.Of the searches we see every day,15%are new.This drive to make information mo
65、re accessible and helpful has led us over the years to improve the discoveryand creation of digital content both on the web and through platforms like Google Play and YouTube.People areconsuming many forms of digital content,including watching videos,playing games,listening to music,reading books,5T
66、able of ContentsAlphabet Inc.and using apps.Working with content creators and partners,we continue to build new ways for people around theworld to find great digital content.Fueling all of these great digital experiences are extraordinary platforms and hardware.That is why we continue toinvest in pl
67、atforms like our Android mobile operating system,Chrome browser,and Chrome operating system,as wellas growing our family of hardware devices.We see tremendous potential for devices to be helpful and make peopleslives easier by combining the best of our AI,software,and hardware.This potential is refl
68、ected in our latest generationof hardware products such as the new Pixel 7 and Pixel 7 Pro,and the very first Pixel Watch.Creating products thatpeople rely on every day is a journey that we are investing in for the long-term.How we make moneyWe have built world-class advertising technologies for adv
69、ertisers,agencies,and publishers to power their digitalmarketing businesses.Our advertising solutions help millions of companies grow their businesses through our widerange of products across devices and formats,and we aim to ensure positive user experiences by serving the right adsat the right time
70、 and by building deep partnerships with brands and agencies.Google Services generates revenues primarily by delivering both performance and brand advertising that appearson Google Search&other properties,YouTube,and Google Network partners properties(Google Networkproperties).We continue to invest i
71、n both performance and brand advertising and seek to improve the measurability ofadvertising so advertisers understand the effectiveness of their campaigns.Performance advertising creates and delivers relevant ads that users will click on leading to directengagement with advertisers.Performance adve
72、rtising lets our advertisers connect with users while drivingmeasurable results.Our ads tools allow performance advertisers to create simple text-based ads.Brand advertising helps enhance users awareness of and affinity for advertisers products and services,through videos,text,images,and other inter
73、active ads that run across various devices.We help brandadvertisers deliver digital videos and other types of ads to specific audiences for their brand-building marketingcampaigns.We have allocated substantial resources to stopping bad advertising practices and protecting users on the web.We focus o
74、n creating the best advertising experiences for our users and advertisers in many ways,including filteringout invalid traffic,removing billions of bad ads from our systems every year,and closely monitoring the sites,apps,andvideos where ads appear and blocklisting them when necessary to ensure that
75、ads do not fund bad content.We continue to focus on growing revenues beyond advertising,from Google Play,hardware,and YouTubesubscriptions,such as:Google Play generates revenues from sales of apps and in-app purchases.Hardware generates revenues from sales of Fitbit wearable devices,Google Nest home
76、 products,and Pixeldevices.YouTube non-advertising generates subscription revenues from services such as YouTube Premium andYouTube TV.Google CloudGoogle was a company built in the cloud,and we continue to invest in our Google Cloud offerings,includingGoogle Cloud Platform and Google Workspace.Googl
77、e Cloud Platform provides leading technology in cybersecurity;data,analytics,AI,and machine learning;and infrastructure.Our cybersecurity products help customers detect,protect,and respond to a broad range of cybersecurity threats.Our data cloud unifies data lakes,data warehouses,datagovernance,and
78、advanced machine learning into a single platform that can analyze data across any cloud.We providecustomers an open,reliable,and scalable infrastructure that enables them to run workloads anywhere on our Cloud,at the edge,or in their data centers.Additionally,Google Workspaces easy-to-use and secure
79、 communication andcollaboration tools,which include apps like Gmail,Docs,Drive,Calendar,Meet,and more,enable secure hybrid work,boosting productivity and collaboration.Other BetsAcross Alphabet we are also using technology to try to solve big problems that affect a wide variety of industriesfrom imp
80、roving transportation and health technology to exploring solutions to address climate change.Alphabetsinvestment in the portfolio of Other Bets includes businesses that are at various stages of development,ranging fromthose in the R&D phase to those that are in the beginning stages of commercializat
81、ion.Our goal is for them to becomethriving,successful businesses.Other Bets operate as independent companies and some of them have their own6Table of ContentsAlphabet Inc.boards with independent members and outside investors.While these early-stage businesses naturally come withconsiderable uncertai
82、nty,some of them are already generating revenue and making important strides in their industries.Revenues from Other Bets are generated primarily from the sale of health technology and internet services.CompetitionOur business is characterized by rapid change as well as new and disruptive technologi
83、es.We face formidablecompetition in every aspect of our business,including,among others,from:general purpose search engines and information services;vertical search engines and e-commerce providers for queries related to travel,jobs,and health,which usersmay navigate directly to rather than go throu
84、gh Google;online advertising platforms and networks;other forms of advertising,such as billboards,magazines,newspapers,radio,and television as our advertiserstypically advertise in multiple media,both online and offline;digital content and application platform providers;providers of enterprise cloud
85、 services;companies that design,manufacture,and market consumer hardware products,including businesses that havedeveloped proprietary platforms;providers of digital video services;social networks,which users may rely on for product or service referrals,rather than seeking informationthrough traditio
86、nal search engines;providers of workspace communication and connectivity products;anddigital assistant providers.Competing successfully depends heavily on our ability to develop and distribute innovative products andtechnologies to the marketplace across our businesses.For example,for advertising,co
87、mpeting successfully dependson attracting and retaining:users,for whom other products and services are literally one click away,largely on the basis of the relevance ofour advertising,as well as the general usefulness,security,and availability of our products and services;advertisers,primarily based
88、 on our ability to generate sales leads,and ultimately customers,and to deliver theiradvertisements in an efficient and effective manner across a variety of distribution channels;andcontent providers,primarily based on the quality of our advertiser base,our ability to help these partnersgenerate rev
89、enues from advertising,and the terms of our agreements with them.For additional information about competition,see Risk Factors in Item 1A of this Annual Report on Form 10-K.Ongoing Commitment to SustainabilityWe believe that every business has the opportunity and obligation to protect our planet.Sus
90、tainability is one of ourcore values at Google,and we strive to build sustainability into everything we do.We have been a leader onsustainability and climate change since Googles founding more than 20 years ago.These are some of our keyachievements over the past two decades:In 2007,we became the fir
91、st major company to be carbon neutral for our operations.In 2017,we became the first major company to match 100%of our annual electricity use with renewableenergy,which we have achieved for five consecutive years.In 2020,we issued$5.75 billion in sustainability bondsthe largest sustainability or gre
92、en bond issuance byany company in history at the time.The net proceeds from the issuance were used to fund environmentally andsocially responsible projects in the following eight areas:energy efficiency,clean energy,green buildings,cleantransportation,circular economy and design,affordable housing,c
93、ommitment to racial equity,and support forsmall businesses and COVID-19 crisis response.As of 2022,we had fully allocated the net proceeds from oursustainability bonds as outlined in our Sustainability Bond Impact Report published in 2022.Our sustainability strategy is focused on three key pillars:a
94、ccelerating the transition to carbon-free energy and acircular economy,empowering everyone with technology,and benefiting the people and places where we operate.7Table of ContentsAlphabet Inc.To accelerate the transition to a carbon-free and circular economy,in 2020,we launched our third decade ofcl
95、imate action,and we are now working toward a new set of ambitious goals.By 2030,we aim to:achieve net-zero emissions across all of our operations and value chain,including our consumer hardwareproducts;become the first major company to run on carbon-free energy 24 hours a day,seven days a week,365 d
96、ays ayear;enable 5 gigawatts of new carbon-free energy through investments in our key manufacturing regions;andhelp more than 500 cities and local governments reduce an aggregate of 1 gigaton(one billion tons)of carbonemissions annually.We also aim to maximize the reuse of finite resources across ou
97、r operations,products,and supply chains and toenable others to do the same.We are committed to helping people make more sustainable choices by empowering them with technology.Weintroduced eco-friendly routing in Google Maps;new features to book flights or purchase appliances that have lowercarbon fo
98、otprints;and when people come to Google Search with questions about climate change,we show informationfrom authoritative sources like the United Nations.To benefit the people and places where we operate,we have set goals to replenish more water than we consumeby 2030 and to support water security in
99、 communities where we operate.We are focused on three areas:enhancingour stewardship of water resources across Google offices and data centers;replenishing our water use and improvingwatershed health and ecosystems in water-stressed communities;and sharing technology and tools that help everyonepred
100、ict,prevent,and recover from water stress.At Google we remain steadfast in our commitment to sustainability,andwe will continue to lead and encourage others to join us in improving the health of our planet.We are proud of what wehave achieved so far,and we are energized to help move the world closer
101、 to a more sustainable and carbon-free futurefor all.More information on our approach to sustainability can be found in our annual sustainability reports,includingGoogles Environmental Report.The contents of our sustainability reports are not incorporated by reference into thisAnnual Report on Form
102、10-K or in any other report or document we file with the SEC.For additional information aboutrisks and uncertainties applicable to our commitments to attain certain sustainability goals,see Risk Factors in Item 1Aof this Annual Report on Form 10-K.Culture and WorkforceWe are a company of curious,tal
103、ented,and passionate people.We embrace collaboration and creativity,andencourage the iteration of ideas to address complex challenges in technology and society.Our people are critical for our continued success,so we work hard to create an environment where employeescan have fulfilling careers,and be
104、 happy,healthy,and productive.We offer industry-leading benefits and programs totake care of the diverse needs of our employees and their families,including opportunities for career growth anddevelopment,resources to support their financial health,and access to excellent healthcare choices.Our compe
105、titivecompensation programs help us to attract and retain top candidates,and we will continue to invest in recruiting talentedpeople to technical and non-technical roles,and rewarding them well.We provide a variety of high quality training andsupport to managers to build and strengthen their capabil
106、ities-ranging from courses for new managers,to learningresources that help them provide feedback and manage performance,to coaching and individual support.At Alphabet we are committed to making diversity,equity,and inclusion part of everything we do and to growing aworkforce that is representative o
107、f the users we serve.More information on Googles approach to diversity can befound in our annual diversity reports,available publicly at diversity.google.The contents of our diversity reports are notincorporated by reference into this Annual Report on Form 10-K or in any other report or document we
108、file with theSEC.As of December 31,2022,Alphabet had 190,234 employees.We have work councils and statutory employeerepresentation obligations in certain countries,and we are committed to supporting protected labor rights,maintainingan open culture,and listening to all employees.Supporting healthy an
109、d open dialogue is central to how we work,andwe communicate information about the company through multiple internal channels to our employees.When necessary we contract with businesses around the world to provide specialized services where we do nothave appropriate in-house expertise or resources,of
110、ten in fields that require specialized training like cafe operations,content moderation,customer support,and physical security.We also contract with temporary staffing agencies whenwe need to cover short-term leaves,when we have spikes in business needs,or when we need to quickly incubate8Table of C
111、ontentsAlphabet Inc.special projects.We choose our partners and staffing agencies carefully,and review their compliance with GooglesSupplier Code of Conduct.We continually make improvements to promote a respectful and positive workingenvironment for everyone employees,vendors,and temporary staff ali
112、ke.Government RegulationWe are subject to numerous United States(U.S.)federal,state,and local,as well as foreign laws and regulationscovering a wide variety of subjects.Like other companies in the technology industry,we face heightened scrutiny fromboth U.S.and foreign governments with respect to ou
113、r compliance with laws and regulations.Many of these laws andregulations are evolving and their applicability and scope,as interpreted by the courts,remain uncertain.Particularlywith regard to data privacy and security;content moderation;competition;consumer protection;climate change andsustainabili
114、ty;and reporting on human capital and diversity,we have seen an increase in new and evolving laws andregulations,as well as related enforcement actions,being proposed and implemented in recent years by legislativebodies around the world.Our compliance with these laws and regulations may be onerous a
115、nd could,individually or in the aggregate,increase our cost of doing business,make our products and services less useful,limit our ability to pursue certainbusiness models,cause us to change our business practices,affect our competitive position relative to our peers,and/or otherwise have an adverse
116、 effect on our business,reputation,financial condition,and operating results.For additional information about government regulation applicable to our business,see Risk Factors in Item 1A;Trends in Our Business and Financial Effect in Part II,Item 7;and Legal Matters in Note 10 of the Notes toConsoli
117、dated Financial Statements included in Part II,Item 8 of this Annual Report on Form 10-K.Intellectual PropertyWe rely on various intellectual property laws,confidentiality procedures and contractual provisions to protect ourproprietary technology and our brand.We have registered,and applied for the
118、registration of,U.S.and internationaltrademarks,service marks,domain names,and copyrights.We have also filed patent applications in the U.S.andforeign countries covering certain of our technology,and acquired patent assets to supplement our portfolio.We havelicensed in the past,and expect that we ma
119、y license in the future,certain of our rights to other parties.For additionalinformation,see Risk Factors in Item 1A of this Annual Report on Form 10-K.Available InformationOur website is located at www.abc.xyz,and our investor relations website is located at www.abc.xyz/investor.Access to our Annua
120、l Reports on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K,and ourProxy Statements,and any amendments to these reports,is available via a link through our investor relations website,free of charge,after we file or furnish them with the SEC and they are available on the SECs we
121、bsite.We webcast via our investor relations website our earnings calls and certain events we participate in or host withmembers of the investment community.Our investor relations website also provides notifications of news orannouncements regarding our financial performance and other items that may
122、be material or of interest to ourinvestors,including SEC filings,investor events,press and earnings releases,and blogs.We also share Google newsand product updates on Googles Keyword blog at https:/www.blog.google/,that may be material or of interest to ourinvestors.Further,corporate governance info
123、rmation,including our certificate of incorporation,bylaws,governanceguidelines,board committee charters,and code of conduct,is also available on our investor relations website.Thecontents of our websites are not incorporated by reference into this Annual Report on Form 10-K or in any other reportor
124、document we file with the SEC,and any references to our websites are intended to be inactive textual referencesonly.ITEM 1A.RISK FACTORSOur operations and financial results are subject to various risks and uncertainties,including but not limited tothose described below,which could harm our business,
125、reputation,financial condition,and operating results,and affectthe trading price of our Class A and Class C stock.Risks Specific to our CompanyWe generate a significant portion of our revenues from advertising.Reduced spending by advertisers,aloss of partners,or new and existing technologies that bl
126、ock ads online and/or affect our ability to customizeads could harm our business.We generated more than 80%of total revenues from online advertising in 2022.Many of our advertisers,companies that distribute our products and services,digital publishers,and content providers can terminate theircontrac
127、ts with us at any time.These partners may not continue to do business with us if we do not create more value9Table of ContentsAlphabet Inc.(such as increased numbers of users or customers,new sales leads,increased brand awareness,or more effectivemonetization)than their available alternatives.Change
128、s to our advertising policies and data privacy practices,as wellas changes to other companies advertising and/or data privacy practices have in the past,and may in the future,affectthe advertising that we are able to provide.In addition,technologies have been developed that make customized adsmore d
129、ifficult or that block the display of ads altogether,and some providers of online services have integrated thesetechnologies that could potentially impair the availability and functionality of third-party digital advertising.Failing toprovide superior value or deliver advertisements effectively and
130、competitively could harm our business,reputation,financial condition,and operating results.In addition,expenditures by advertisers tend to correlate with overall economic conditions.Adversemacroeconomic conditions have affected,and may in the future affect,the demand for advertising,resulting influc
131、tuations in the amounts our advertisers spend on advertising,which could harm our financial condition andoperating results.We face intense competition.If we do not continue to innovate and provide products and services that areuseful to users,customers,and other partners,we may not remain competitiv
132、e,which could harm ourbusiness,financial condition,and operating results.Our business environment is rapidly evolving and intensely competitive.Our businesses face changingtechnologies,shifting user needs,and frequent introductions of rival products and services.To compete successfully,we must accur
133、ately anticipate technology developments and deliver innovative,relevant and useful products,services,and technologies in a timely manner.As our businesses evolve,the competitive pressure to innovate will encompass awider range of products and services.We must continue to invest significant resource
134、s in R&D,including throughacquisitions,in order to enhance our technology and new and existing products and services.We have many competitors in different industries.Our current and potential domestic and internationalcompetitors range from large and established companies to emerging start-ups.Some
135、competitors have longeroperating histories and well established relationships in various sectors.They can use their experience and resourcesin ways that could affect our competitive position,including by making acquisitions,continuing to invest heavily in R&Dand in talent,initiating intellectual pro
136、perty and competition claims(whether or not meritorious),and continuing tocompete for users,advertisers,customers,and content providers.Further,discrepancies in enforcement of existinglaws may enable our lesser known competitors to aggressively interpret those laws without commensurate scrutiny,ther
137、eby affording them competitive advantages.Our competitors may also be able to innovate and provide productsand services faster than we can or may foresee the need for products and services before us.Our financial condition and operating results may also suffer if our products and services are not re
138、sponsive to theevolving needs and desires of our users,advertisers,publishers,customers,and content providers.As new andexisting technologies continue to develop,competitors and new entrants may be able to offer experiences that are,orthat are seen to be,substantially similar to or better than ours.
139、These technologies could reduce usage of our productsand services,and force us to compete in different ways and expend significant resources to develop and operate equalor better products and services.Competitors success in providing compelling products and services or in attracting andretaining use
140、rs,advertisers,publishers,customers,and content providers could harm our financial condition andoperating results.Our ongoing investment in new businesses,products,services,and technologies is inherently risky,andcould divert management attention and harm our business,financial condition,and operati
141、ng results.We have invested and expect to continue to invest in new businesses,products,services,and technologies.Theinvestments that we are making across our businesses,such as in AI,reflect our ongoing efforts to innovate andprovide products and services that are useful to users,advertisers,publis
142、hers,customers,and content providers.Ourinvestments span a wide range of industries beyond online advertising.Such investments ultimately may not becommercially viable or may not result in an adequate return of capital and,in pursuing new strategies,we may incurunanticipated liabilities.These endeav
143、ors may involve significant risks and uncertainties,including diversion ofresources and management attention from current operations and the use of alternative investment,governance,orcompensation structures that may fail to adequately align incentives across the company or otherwise accomplish thei
144、robjectives.Within Google Services,we continue to invest heavily in hardware,including our smartphones,home devices,andwearables,which is a highly competitive market with frequent introduction of new products and services,rapid adoptionof technological advancements by competitors,short product life
145、cycles,evolving industry standards,continualimprovement in performance characteristics,and price and feature sensitivity on the part of consumers andbusinesses.There can be no assurance we will be able to provide hardware that competes effectively.10Table of ContentsAlphabet Inc.Within Google Cloud,
146、we devote significant resources to develop and deploy our enterprise-ready cloud services,including Google Cloud Platform and Google Workspace.We are incurring costs to build and maintain infrastructure tosupport cloud computing services,invest in cybersecurity,and hire talent,particularly to suppor
147、t and scale our salesforce.At the same time,our competitors are rapidly developing and deploying cloud-based services.Pricing anddelivery models are competitive and constantly evolving,and we may not attain sufficient scale and profitability toachieve our business objectives.Further,our business wit
148、h public sector customers may present additional risks,including regulatory compliance risks.For instance,we may be subject to government audits and cost reviews,and anyfailure to comply or any deficiencies found may expose us to legal,financial,and/or reputational risks.Evolving lawsand regulations
149、 may require us to make new capital investments,build new products,and seek partners to deliverlocalized services in other countries,and we may not be able to meet sovereign operating requirements.Within Other Bets,we are investing significantly in the areas of health,life sciences,and transportatio
150、n,amongothers.These investment areas face intense competition from large,experienced,and well-funded competitors,andour offerings,many of which involve the development of new and emerging technologies,may not be successful,or beable to compete effectively or operate at sufficient levels of profitabi
151、lity.In addition,new and evolving products and services,including those that use AI,require significant investmentand raise ethical,technological,legal,regulatory,and other challenges,which may negatively affect our brands anddemand for our products and services.Because all of these investment areas
152、 are inherently risky,no assurance can begiven that such strategies and offerings will be successful or will not harm our reputation,financial condition,andoperating results.Our revenue growth rate could decline over time,and we anticipate downward pressure on our operatingmargin in the future.Our r
153、evenue growth rate could decline over time as a result of a number of factors,including changes in thedevices and modalities used to access our products and services;changes in geographic mix;deceleration or declinesin advertiser spending;competition;customer usage and demand for our products;decrea
154、ses in our pricing of ourproducts and services;ongoing product and policy changes;and shifts to lower priced products and services.In addition,we may also experience downward pressure on our operating margin resulting from a variety offactors,such as the continued expansion of our business into new
155、fields,including products and services such ashardware,Google Cloud,and subscription products,as well as significant investments in Other Bets,all of which mayhave margins lower than those we generate from advertising.In particular,margins on our hardware products havehad,and may continue to have,an
156、 adverse affect on our consolidated margins due to pressures on pricing and highercost of sales.We may also experience downward pressure on our operating margins from increasing regulations,increasing competition,and increasing costs for many aspects of our business.Further,certain of our costs ande
157、xpenses are generally less variable in nature and may not correlate to changes in revenue.Additionally,in conjunctionwith our efforts to re-engineer costs,we may not be able to execute these efforts in a timely manner or these effortsmay not be successful.Due to these factors and the evolving nature
158、 of our business,our historical revenue growth rateand historical operating margin may not be indicative of our future performance.For additional information,see Trendsin Our Business and Financial Effect and Revenues and Monetization Metrics in Part II,Item 7 of this Annual Report onForm 10-K.Our i
159、ntellectual property rights are valuable,and any inability to protect them could reduce the value ofour products,services,and brands as well as affect our ability to compete.Our patents,trademarks,trade secrets,copyrights,and other intellectual property rights are important assets forus.Various even
160、ts outside of our control pose a threat to our intellectual property rights,as well as to our products,services,and technologies.For example,effective intellectual property protection may not be available in every countryin which our products and services are distributed or made available through th
161、e Internet.Also,the efforts we havetaken to protect our proprietary rights may not be sufficient or effective.Although we seek to obtain patent protection forour innovations,it is possible we may not be able to protect some of these innovations.Moreover,we may not haveadequate patent or copyright pr
162、otection for certain innovations that later turn out to be important.There is always thepossibility that the scope of the protection gained will be insufficient or that an issued patent may be deemed invalid orunenforceable.We also seek to maintain certain intellectual property as trade secrets.The
163、secrecy of such trade secrets andother sensitive information could be compromised,which could cause us to lose the competitive advantage resultingfrom these trade secrets.We also face risks associated with our trademarks.For example,there is a risk that the word“Google”could become so commonly used
164、that it becomes synonymous with the word“search.”Some courts haveruled that Google is a protectable trademark,but it is possible that other courts,particularly those outside of the U.S.,11Table of ContentsAlphabet Inc.may reach a different determination.If this happens,we could lose protection for t
165、his trademark,which could result inother people using the word“Google”to refer to their own products,thus diminishing our brand.Any significant impairment of our intellectual property rights could harm our business and our ability to compete.Also,protecting our intellectual property rights is costly
166、 and time consuming.Any increase in the unauthorized use ofour intellectual property could make it more expensive to do business and harm our financial condition and operatingresults.Our business depends on strong brands,and failing to maintain and enhance our brands would hurt ourability to expand
167、our base of users,advertisers,customers,content providers,and other partners.Our strong brands have significantly contributed to the success of our business.Maintaining and enhancing thebrands within Google Services,Google Cloud,and Other Bets increases our ability to enter new categories and launch
168、new and innovative products and services that better serve the needs of our users,advertisers,customers,contentproviders,and other partners.Our brands have been,and may in the future be,negatively affected by a number offactors,including,among others,reputational issues,third-party content shared on
169、 our platforms,data privacy andsecurity issues and developments,and product or technical performance failures.For example,if we fail to respondappropriately to the sharing of misinformation or objectionable content on our services and/or products or objectionablepractices by advertisers,or otherwise
170、 to adequately address user concerns,our users may lose confidence in ourbrands.Furthermore,failure to maintain and enhance our brands could harm our business,reputation,financial condition,and operating results.Our success will depend largely on our ability to remain a technology leader and continu
171、e toprovide high-quality,trustworthy,innovative products and services that are truly useful and play a valuable role in arange of settings.We face a number of manufacturing and supply chain risks that could harm our business,financialcondition,and operating results.We face a number of risks related
172、to manufacturing and supply chain management,which could affect our abilityto supply both our products and our services.We rely on contract manufacturers to manufacture or assemble our hardware products and servers andnetworking equipment used in our technical infrastructure,and we may supply the co
173、ntract manufacturers withcomponents to assemble the hardware products and equipment.We also rely on other companies to participate in thedistribution of our products and services.Our business could be negatively affected if we are not able to engage thesecompanies with the necessary capabilities or
174、capacity on reasonable terms,or if those we engage fail to meet theirobligations(whether due to financial difficulties or other reasons),or make adverse changes in the pricing or othermaterial terms of our arrangements with them.We have experienced and/or may in the future experience supply shortage
175、s,price increases,and/or longer leadtimes that could negatively affect our operations,driven by raw material,component availability,manufacturingcapacity,labor shortages,industry allocations,logistics capacity,inflation,foreign currency exchange rates,tariffs,sanctions and export controls,trade disp
176、utes and barriers,geopolitical tensions,armed conflicts,natural disasters orpandemics,the effects of climate change(such as sea level rise,drought,flooding,heat waves,wildfires and resultantair quality effects and power shutoffs associated with wildfire prevention,and increased storm severity),power
177、 loss,and significant changes in the financial or business condition of our suppliers.In addition,some of the components weuse in our technical infrastructure and our hardware products are available from only one or limited sources,and wemay not be able to find replacement vendors on favorable terms
178、 in the event of a supply chain disruption.A significantsupply interruption that affects us or our vendors could delay critical data center upgrades or expansions and delayconsumer product availability.We may enter into long-term contracts for materials and products that commit us to significant ter
179、ms andconditions.We may face costs for materials and products that are not consumed due to market demand,technologicalchange,changed consumer preferences,quality,product recalls,and warranty issues.For instance,because certain ofour hardware supply contracts have volume-based pricing or minimum purc
180、hase requirements,if the volume of ourhardware sales decreases or does not reach projected targets,we could face increased materials and manufacturingcosts or other financial liabilities that could make our products more costly per unit to manufacture and harm ourfinancial condition and operating re
181、sults.Furthermore,certain of our competitors may negotiate more favorablecontractual terms based on volume and other commitments that may provide them with competitive advantages andmay affect our supply.Our products and services have had,and in the future may have,quality issues resulting from desi
182、gn,manufacturing,or operations.Sometimes,these issues may be caused by components we purchase from other12Table of ContentsAlphabet Inc.manufacturers or suppliers.If the quality of our products and services does not meet expectations or our products orservices are defective,it could harm our reputat
183、ion,financial condition,and operating results.We require our suppliers and business partners to comply with laws and,where applicable,our company policiesand practices,such as the Google Supplier Code of Conduct,regarding workplace and employment practices,datasecurity,environmental compliance,and i
184、ntellectual property licensing,but we do not control them or their practices.Violations of law or unethical business practices could result in supply chain disruptions,canceled orders,harm to keyrelationships,and damage to our reputation.Their failure to procure necessary license rights to intellect
185、ual propertycould affect our ability to sell our products or services and expose us to litigation or financial claims.Interruption to,interference with,or failure of our complex information technology and communicationssystems could hurt our ability to effectively provide our products and services,w
186、hich could harm ourreputation,financial condition,and operating results.The availability of our products and services and fulfillment of our customer contracts depend on the continuingoperation of our information technology and communications systems.Our systems are vulnerable to damage,interference
187、,or interruption from modifications or upgrades,terrorist attacks,state-sponsored attacks,natural disastersor pandemics,geopolitical tensions or armed conflicts,the effects of climate change(such as sea level rise,drought,flooding,heat waves,wildfires and resultant air quality effects and power shut
188、offs associated with wildfire prevention,and increased storm severity),power loss,telecommunications failures,computer viruses,software bugs,ransomwareattacks,computer denial of service attacks,phishing schemes,or other attempts to harm or access our systems.Someof our data centers are located in ar
189、eas with a high risk of major earthquakes or other natural disasters.Our datacenters are also subject to break-ins,sabotage,and intentional acts of vandalism,and,in some cases,to potentialdisruptions resulting from problems experienced by facility operators or disruptions as a result of geopolitical
190、 tensionsand conflicts happening in the area.Some of our systems are not fully redundant,and disaster recovery planningcannot account for all eventualities.The occurrence of a natural disaster or pandemic,closure of a facility,or otherunanticipated problems affecting our data centers could result in
191、 lengthy interruptions in our service.In addition,ourproducts and services are highly technical and complex and have contained in the past,and may contain in the future,errors or vulnerabilities,which could result in interruptions in or failure of our services or systems.Any of theseincidents could
192、impede or prevent us from effectively offering products and providing services,which could harm ourreputation,financial condition,and operating results.Our international operations expose us to additional risks that could harm our business,financialcondition,and operating results.Our international o
193、perations are significant to our revenues and net income,and we plan to continue to growinternationally.International revenues accounted for approximately 51%of our consolidated revenues in 2022.Inaddition to risks described elsewhere in this section,our international operations expose us to other r
194、isks,including thefollowing:restrictions on foreign ownership and investments,and stringent foreign exchange controls that might preventus from repatriating cash earned in countries outside the U.S.;import and export requirements,tariffs,and other market access barriers that may prevent or impede us
195、 fromoffering products or providing services to a particular market,or that could limit our ability to source assembliesand finished products from a particular market,and may increase our operating costs;longer payment cycles in some countries,increased credit risk,and higher levels of payment fraud
196、;an evolving foreign policy landscape that may adversely affect our revenues and could subject us to newregulatory costs and challenges(including new customer requirements),in addition to other adverse effectsthat we are unable to effectively anticipate;sanctions,export controls,and trade restrictio
197、ns that limit our ability to operate in certain jurisdictions or tocomply with local laws,including as a result of geopolitical tensions or armed conflicts,such as the ongoingconflict in Ukraine;political unrest,conflict,and changes in governmental regimes that may adversely affect demand and usage
198、ofour products and services,may limit the ability for people in certain areas to access and use our products andservices,or may impede us from offering products or providing services to a particular market;anti-corruption laws,such as the U.S.Foreign Corrupt Practices Act,and other local laws prohib
199、iting certainpayments to government officials,violations of which could result in civil and criminal penalties;13Table of ContentsAlphabet Inc.uncertainty regarding regulatory outcomes and other liabilities,including uncertainty as a result of local laws,insufficient due process,and lack of legal pr
200、ecedent;anddifferent employee/employer relationships,existence of works councils and labor unions,and other challengescaused by distance,language,and cultural differences,making it harder to do business in certain jurisdictions.Because we conduct business in currencies other than U.S.dollars but rep
201、ort our financial results in U.S.dollars,we have faced,and will continue to face,exposure to fluctuations in foreign currency exchange rates.Although wehedge a portion of our international currency exposure,significant fluctuations in exchange rates between the U.S.dollar and foreign currencies may
202、adversely affect our revenues and earnings.Hedging programs are also inherentlyrisky and could expose us to additional risks that could harm our financial condition and operating results.We are exposed to fluctuations in the fair values of our investments and,in some instances,our financialstatement
203、s incorporate valuation methodologies that are subjective in nature resulting in fluctuations overtime.The fair value of our investments may in the future be,and certain investments have been in the past,negativelyaffected by liquidity,credit deterioration or losses,performance and financial results
204、 of the underlying entities,foreignexchange rates,changes in interest rates,including changes that may result from the implementation of newbenchmark rates,the effect of new or changing regulations,the stock market in general,or other factors.We measure certain of our non-marketable equity and debt
205、securities,certain other instruments including stock-based compensation awards settled in the stock of certain Other Bets,and certain assets and liabilities acquired in abusiness combination,at fair value on a nonrecurring basis.The determination of fair value involves use of appropriatevaluation me
206、thods and certain unobservable inputs,requires management judgment and estimation,and may changeover time.We adjust the carrying value of our non-marketable equity securities to fair value for observable transactionsof identical or similar investments of the same issuer or for impairments.All gains
207、and losses on non-marketable equitysecurities,are recognized in other income(expense),which increases the volatility of our other income(expense).Theunrealized gains and losses we record from fair value remeasurements of our non-marketable equity securities in anyparticular period may differ signifi
208、cantly from the gains or losses we ultimately realize on such investments.As a result of these factors,the value of our investments could decline,which could harm our financial conditionand operating results.Risks Related to our IndustryPeople access the Internet through a variety of platforms and d
209、evices that continue to evolve with theadvancement of technology and user preferences.If manufacturers and users do not widely adopt versions ofour products and services developed for these interfaces,our business could be harmed.People access the Internet through a growing variety of devices such a
210、s desktop computers,mobile phones,smartphones,laptops and tablets,video game consoles,voice-activated speakers,wearables,automobiles,andtelevision-streaming devices.Our products and services may be less popular on some interfaces.Each manufactureror distributor may establish unique technical standar
211、ds for its devices,and our products and services may not beavailable or may only be available with limited functionality for our users or our advertisers on these devices as a result.Some manufacturers may also elect not to include our products on their devices.In addition,search queries may beunder
212、taken via voice-activated search,apps,social media or other platforms,which could harm our business.It is hardto predict the challenges we may encounter in adapting our products and services and developing competitive newproducts and services.We expect to continue to devote significant resources to
213、creating and supporting products andservices across multiple platforms and devices.Failing to attract and retain a substantial number of new devicemanufacturers,suppliers,distributors,developers,and users,or failing to develop products and technologies that workwell on new devices and platforms,coul
214、d harm our business,financial condition,and operating results and ability tocapture future business opportunities.Data privacy and security concerns relating to our technology and our practices could harm ourreputation,cause us to incur significant liability,and deter current and potential users or
215、customers fromusing our products and services.Computer viruses,software bugs or defects,security breaches,and attackson our systems could result in the improper disclosure and use of user data and interference with our usersand customers ability to use our products and services,harming our business
216、and reputation.Concerns about,including the adequacy of,our practices with regard to the collection,use,governance,disclosure,or security of personal data or other data-privacy-related matters,even if unfounded,could harm ourbusiness,reputation,financial condition,and operating results.Our policies
217、and practices may change over time asexpectations and regulations regarding privacy and data change.14Table of ContentsAlphabet Inc.Our products and services involve the storage,handling,and transmission of proprietary and other sensitiveinformation.Software bugs,theft,misuse,defects,vulnerabilities
218、 in our products and services,and security breachesexpose us to a risk of loss or improper use and disclosure of such information,which could result in litigation and otherpotential liabilities,including regulatory fines and penalties,as well as reputational harm.Additionally,our productsincorporate
219、 highly technical and complex technologies,and thus our technologies and software have contained,andare likely in the future to contain,undetected errors,bugs,and/or vulnerabilities.We have in the past discovered,andmay in the future discover,some errors in our software code only after we have relea
220、sed the code.Systems and controlfailures,security breaches,failure to comply with our privacy policies,and/or inadvertent disclosure of user data couldresult in government and legal exposure,seriously harm our reputation,brand,and business,and impair our ability toattract and retain users or custome
221、rs.Such incidents have occurred in the past and may continue to occur due to thescale and nature of our products and services.While there is no guarantee that such incidents will not cause significantdamage,we expect to continue to expend significant resources to maintain security protections that l
222、imit the effect ofbugs,theft,misuse,and security vulnerabilities or breaches.We experience cyber attacks and other attempts to gain unauthorized access to our systems on a regular basis.Cyber attacks continue to evolve in sophistication and volume,and inherently may be difficult to detect for long p
223、eriodsof time.We have seen,and will continue to see,industry-wide software supply chain vulnerabilities,such as the Log4jvulnerability reported in December 2021,which could affect our or other parties systems.We expect to continue toexperience such incidents or vulnerabilities in the future.Our effo
224、rts to address undesirable activity on our platform mayalso increase the risk of retaliatory attack.In addition,we face the risk of cyber attacks by nation-states and state-sponsored actors.These attacks may target us or our customers,particularly our public sector customers(includingfederal,state,a
225、nd local governments).Geopolitical tensions or armed conflicts,such as the ongoing conflict in Ukraine,may increase these risks.We may experience security issues,whether due to employee or insider error or malfeasance,system errors,orvulnerabilities in our or other parties systems.While we may not d
226、etermine some of these issues to be material at thetime they occur and may remedy them quickly,there is no guarantee that these issues will not ultimately result insignificant legal,financial,and reputational harm,including government inquiries,enforcement actions,litigation,andnegative publicity.Th
227、ere is also no guarantee that a series of issues may not be determined to be material at a laterdate in the aggregate,even if they may not be material individually at the time of their occurrence.Because thetechniques used to obtain unauthorized access to,disable or degrade service provided by or ot
228、herwise sabotagesystems change frequently and often are recognized only after being launched against a target,even taking allreasonable precautions,including those required by law,we have been unable in the past and may continue to beunable to anticipate or detect attacks or vulnerabilities or imple
229、ment adequate preventative measures.Further,if any partners with whom we share user or other customer information fail to implement adequate data-security practices,fail to comply with our terms and policies,or otherwise suffer a network or other security breach,ourusers data may be improperly acces
230、sed,used,or disclosed.If an actual or perceived breach of our or our businesspartners or service providers security occurs,the market perception of the effectiveness of our security measureswould be harmed,we could lose users and customers,our trade secrets or those of our business partners may beco
231、mpromised,and we may be exposed to significant legal and financial risks,including legal claims(which may includeclass-action litigation)and regulatory actions,fines,and penalties.Any of the foregoing consequences could harm ourbusiness,reputation,financial condition,and operating results.While we h
232、ave dedicated significant resources to privacy and security incident response capabilities,includingdedicated worldwide incident response teams,our response process,particularly during times of a natural disaster orpandemic,may not be adequate,may fail to accurately assess the severity of an inciden
233、t,may not be fast enough toprevent or limit harm,or may fail to sufficiently remediate an incident.As a result,we may suffer significant legal,reputational,or financial exposure,which could harm our business,financial condition,and operating results.For additional information,see also our risk facto
234、r on privacy and data protection regulations under Risks Relatedto Laws,Regulations,and Policies below.Our ongoing investments in safety,security,and content review will likely continue to identify abuse ofour platforms and misuse of user data.In addition to our efforts to prevent and mitigate cyber
235、 attacks,we are making significant investments in safety,security,and review efforts to combat misuse of our services and unauthorized access to user data by third parties,including investigation and review of platform applications that could access the information of users of our services.Asa resul
236、t of these efforts,we have in the past discovered,and may in the future discover,incidents of unnecessaryaccess to or misuse of user data or other undesirable activity by third parties.However,we may not have discovered,and may in the future not discover,all such incidents or activity,whether as a r
237、esult of our data limitations,including15Table of ContentsAlphabet Inc.our lack of visibility over our encrypted services,the scale of activity on our platform,or other factors,including factorsoutside of our control such as a natural disaster or pandemic,and we may learn of such incidents or activi
238、ty via thirdparties.Such incidents and activities may include the use of user data or our systems in a manner inconsistent with ourterms,contracts or policies,the existence of false or undesirable user accounts,election interference,improper adpurchases,activities that threaten peoples safety on-or
239、off-line,or instances of spamming,scraping,or spreadingdisinformation.While we may not determine some of these incidents to be material at the time they occurred and wemay remedy them quickly,there is no guarantee that these issues will not ultimately result in significant legal,financial,and reputa
240、tional harm,including government inquiries and enforcement actions,litigation,and negative publicity.Thereis also no guarantee that a series of issues may not be determined to be material at a later date in the aggregate,evenif they may not be material individually at the time of their occurrence.We
241、 may also be unsuccessful in our efforts to enforce our policies or otherwise prevent or remediate any suchincidents.Any of the foregoing developments may negatively affect user trust and engagement,harm our reputationand brands,require us to change our business practices in ways that harm our busin
242、ess operations,and adverselyaffect our business and financial results.Any such developments may also subject us to additional litigation andregulatory inquiries,which could result in monetary penalties and damages,divert managements time and attention,and lead to enhanced regulatory oversight.Proble
243、matic content on our platforms,including low-quality user-generated content,web spam,contentfarms,and other violations of our guidelines could affect the quality of our services,which could harm ourreputation and deter our current and potential users from using our products and services.We,like othe
244、rs in the industry,face violations of our content guidelines across our platforms,includingsophisticated attempts by bad actors to manipulate our hosting and advertising systems to fraudulently generaterevenues,or to otherwise generate traffic that does not represent genuine user interest or intent.
245、While we investsignificantly in efforts to promote high-quality and relevant results and to detect and prevent low-quality content andinvalid traffic,we have been unable and may continue to be unable to detect and prevent all such abuses or promoteuniformly high-quality content.Many websites violate
246、 or attempt to violate our guidelines,including by seeking to inappropriately rank higher insearch results than our search engines assessment of their relevance and utility would rank them.Such efforts haveaffected,and may continue to affect,the quality of content on our platforms and lead them to d
247、isplay false,misleading,or undesirable content.Although English-language web spam in our search results has been reduced,and web spamin most other languages is limited,we expect web spammers will continue to seek inappropriate ways to improve theirrankings.We continuously combat web spam in our sear
248、ch results,including through indexing technology that makes itharder for spam-like,less useful web content to rank highly.We also continue to invest in and deploy proprietarytechnology to detect and prevent web spam on our platforms.We also face other challenges from low-quality andirrelevant conten
249、t websites,including content farms,which are websites that generate large quantities of low-qualitycontent to help them improve their search rankings.We are continually launching algorithmic changes designed todetect and prevent abuse from low-quality websites.We also face other challenges on our pl
250、atforms,includingviolations of our content guidelines involving incidents such as attempted election interference,activities that threatenthe safety and/or well-being of our users on-or off-line,and the spreading of misinformation or disinformation.If we fail to either detect and prevent an increase
251、 in problematic content or effectively promote high-qualitycontent,it could hurt our reputation for delivering relevant information or reduce use of our platforms,harming ourfinancial condition and operating results.It may also subject us to litigation and regulatory actions,which could result inmon
252、etary penalties and damages and divert managements time and attention.Our business depends on continued and unimpeded access to the Internet by us and our users.Internetaccess providers may be able to restrict,block,degrade,or charge for access to certain of our products andservices,which could lead
253、 to additional expenses and the loss of users and advertisers.Our products and services depend on the ability of our users to access the Internet,and certain of our productsrequire significant bandwidth to work effectively.Currently,this access is provided by companies that have significantmarket po
254、wer in the broadband and internet access marketplace,including incumbent telephone companies,cablecompanies,mobile communications companies,and government-owned service providers.Some of these providershave taken,or have stated that they may take,measures that could degrade,disrupt,or increase the c
255、ost of useraccess to certain of our products by restricting or prohibiting the use of their infrastructure to support or facilitate ourofferings,by charging increased fees to us or our users to provide our offerings,or by providing our competitorspreferential access.Some jurisdictions have adopted r
256、egulations prohibiting certain forms of discrimination by internetaccess providers;however,substantial uncertainty exists in the U.S.and elsewhere regarding such protections.Forexample,in 2018 the U.S.Federal Communications Commission repealed net neutrality rules,which could permit16Table of Conten
257、tsAlphabet Inc.internet access providers to restrict,block,degrade,or charge for access to certain of our products and services.Inaddition,in some jurisdictions,our products and services have been subject to government-initiated restrictions orblockages.These could harm existing key relationships,in
258、cluding with our users,customers,advertisers,and/orcontent providers,and impair our ability to attract new ones;harm our reputation;and increase costs,therebynegatively affecting our business.Risks Related to Laws,Regulations,and PoliciesWe are subject to a variety of new,existing,and changing laws
259、and regulations worldwide that could harmour business,and will likely be subject to an even broader scope of laws and regulations as we continue toexpand our business.We are subject to numerous U.S.and foreign laws and regulations covering a wide variety of subjects,and ourintroduction of new busine
260、sses,products,services,and technologies will likely continue to subject us to additional lawsand regulations.In recent years,governments around the world have proposed and adopted a large number of newlaws and regulations relevant to the digital economy,particularly in the areas of data privacy and
261、security,competition,and online content.The costs of compliance with these measures are high and are likely to increase in the future.New or changing laws and regulations,or new interpretations or applications of existing laws and regulations in amanner inconsistent with our practices,have resulted
262、in,and may continue to result in,less useful products andservices,altered business practices,limited ability to pursue certain business models or offer certain products andservices,substantial costs,and civil or criminal liability.Examples include laws and regulations regarding:Competition and techn
263、ology platforms business practices:Laws and regulations focused on largetechnology platforms,including the Digital Markets Act in the European Union(EU);regulations in South Koreaand elsewhere that affect Google Plays billing policies,fees,and business model;as well as regulations underconsideration
264、 in a range of jurisdictions.Data privacy,collection,and processing:Laws and regulations further restricting the collection,processing,and/or sharing of user or advertising-related data,including privacy and data protection laws,laws affecting theprocessing of childrens data(as discussed further bel
265、ow),data breach notification laws,and laws limiting datatransfers(including data localization laws).Copyright and other intellectual property:Copyright and related laws,including the EU Directive onCopyright in the Digital Single Market and European Economic Area transpositions,which may introduce n
266、ewlicensing regimes,increase liability with respect to content uploaded by users or linked to from our platforms,orcreate property rights in news publications that could require payments to news agencies and publishers.Content moderation:Various laws covering content moderation and removal,and relat
267、ed disclosureobligations,such as the EUs Digital Services Act,Floridas Senate Bill 7072 and Texas House Bill 20,andlaws and proposed legislation in Singapore,Australia,and the United Kingdom that impose penalties for failureto remove certain types of content or require disclosure of information abou
268、t the operation of our services andalgorithms,which may make it harder for services like Google Search and YouTube to detect and deal withlow-quality,deceptive,or harmful content.Consumer protection:Consumer protection laws,including the EUs New Deal for Consumers,which couldresult in monetary penal
269、ties and create a range of new compliance obligations.In addition,the applicability and scope of these and other laws and regulations,as interpreted by the courts,remain uncertain and could be interpreted in ways that harm our business.For example,we rely on statutory safeharbors,like those set fort
270、h in the Digital Millennium Copyright Act and Section 230 of the Communications DecencyAct in the U.S.and the E-Commerce Directive in Europe,to protect against liability for various linking,caching,ranking,recommending,and hosting activities.Legislation or court rulings affecting these safe harbors
271、may adversely affect usand may impose significant operational challenges.There are legislative proposals and pending litigation in the U.S.(such as Gonzalez v.Google),EU,and around the world that could diminish or eliminate safe harbor protection forwebsites and online platforms.We are and may conti
272、nue to be subject to claims,lawsuits,regulatory and government investigations,enforcement actions,consent orders,and other forms of regulatory scrutiny and legal liability that could harmour business,reputation,financial condition,and operating results.We are subject to claims,lawsuits,regulatory an
273、d government investigations,other proceedings,and consentorders involving competition,intellectual property,data privacy and security,tax and related compliance,labor andemployment,commercial disputes,content generated by our users,goods and services offered by advertisers orpublishers using our pla
274、tforms,personal injury,and other matters.We also are subject to a variety of claims including17Table of ContentsAlphabet Inc.product warranty,product liability,and consumer protection claims related to product defects,among other litigation,and we may also be subject to claims involving health and s
275、afety,hazardous materials usage,other environmentaleffects,or service disruptions or failures.Claims have been brought,and we expect will continue to be brought,againstus for defamation,negligence,breaches of contract,copyright and trademark infringement,unfair competition,unlawfulactivity,torts,pri
276、vacy rights violations,fraud,or other legal theories based on the nature and content of informationavailable on or via our services or due to our involvement in hosting,transmitting,marketing,branding,or providingaccess to content created by third parties.For example,the U.S.Department of Justice,va
277、rious U.S.states,and other plaintiffs have filed several antitrustlawsuits about various aspects of our business,including our advertising technologies and practices,the operation anddistribution of Google Search,and the operation and distribution of the Android operating system and Play Store.Other
278、regulatory agencies in the U.S.and around the world,including competition enforcers,consumer protection agencies,and data protection authorities,have challenged and may continue to challenge our business practices and compliancewith laws and regulations.We are cooperating with these investigations a
279、nd defending litigation where appropriate.Various laws,regulations,investigations,enforcement lawsuits,and regulatory actions have in the past,and may in thefuture result in substantial fines and penalties,injunctive relief,ongoing monitoring and auditing obligations,changes toour products and servi
280、ces,alterations to our business models and operations,and collateral related civil litigation orother adverse consequences,all of which could harm our business,reputation,financial condition,and operatingresults.Any of these legal proceedings could result in legal costs,diversion of management resou
281、rces,negative publicityand other harms to our business.Estimating liabilities for our pending litigation is a complex,fact-intensive process thatrequires significant judgment,and the amounts we are ultimately liable for may exceed our estimates.The resolution ofone or more such proceedings has resul
282、ted in,and may in the future result in,additional substantial fines,penalties,injunctions,and other sanctions that could harm our business,reputation,financial condition,and operating results.Privacy,data protection,and data usage regulations are complex and rapidly evolving areas.Any failureor alle
283、ged failure to comply with these laws could harm our business,reputation,financial condition,andoperating results.Authorities around the world have adopted and are considering a number of legislative and regulatory proposalsconcerning data protection,data usage,and encryption of user data.Adverse le
284、gal rulings,legislation,or regulationhave resulted in,and may continue to result in,fines and orders requiring that we change our practices,which havehad and could continue to have an adverse effect on how we provide services,harming our business,reputation,financial condition,and operating results.
285、These laws and regulations are evolving and subject to interpretation,andcompliance obligations could cause us to incur substantial costs or harm the quality and operations of our products andservices in ways that harm our business.Examples of these laws include:The General Data Protection Regulatio
286、n and the United Kingdom General Data Protection Regulations,whichapply to all of our activities conducted from an establishment in the EU or the United Kingdom,respectively,orrelated to products and services that we offer to EU or the United Kingdom users or customers,respectively,orthe monitoring
287、of their behavior in the EU or the UK,respectively.Various state and foreign privacy laws and regulations,such as the California Consumer Privacy Act of 2018,the California Privacy Rights Act,the Virginia Consumer Data Protection Act,the Colorado Privacy Act,theConnecticut Data Privacy Act,and the U
288、tah Consumer Privacy Act,all of which give new data privacy rights totheir respective residents(including,in California,a private right of action in the event of a data breach resultingfrom our failure to implement and maintain reasonable security procedures and practices)and imposesignificant oblig
289、ations on controllers and processors of consumer data.State laws governing the processing of biometric information,such as the Illinois Biometric Information PrivacyAct and the Texas Capture or Use of Biometric Identifier Act,which impose obligations on businesses thatcollect or disclose consumer bi
290、ometric information.Various federal,state,and foreign laws governing how companies provide age appropriate experiences tochildren and minors,including the collection and processing of children and minors data.These include theChildrens Online Privacy Protection Act of 1998,the United Kingdom Age-App
291、ropriate Design Code,and theCalifornia Age Appropriate Design Code,all of which address the use and disclosure of the personal data ofchildren and minors and impose obligations on online services or products directed to or likely to be accessedby children.The California Internet of Things Security L
292、aw,which regulates the security of data used in connection withinternet-connected devices.18Table of ContentsAlphabet Inc.The EUs Digital Markets Act,which will require in-scope companies to obtain user consent for combining dataacross certain products and require search engines to share anonymized
293、data with rival companies,amongother changes.Further,we are subject to evolving laws and regulations that dictate whether,how,and under what circumstanceswe can transfer,process and/or receive personal data.Previously available transfer mechanisms,such as the EU-U.S.and the Swiss-U.S.Privacy Shield
294、frameworks,were invalidated in 2020,and other bases for data transfer and storage,such as Standard Contractual Clauses,remain subject to ongoing review in ways that may require us to adapt ourexisting contractual arrangements.The validity of various data transfer mechanisms remains subject to legal,
295、regulatory,and political developments in both Europe and the U.S.,including the potential adoption of the U.S.-EU DataPrivacy Framework.Until the U.S.-EU Data Privacy Framework is adopted by the EU,the legal uncertainty and ongoingenforcement action from supervisory authorities related to cross-bord
296、er transfers of personal data,could harm ourability to process and transfer personal data outside of the European Economic Area and could in turn harm our abilityto provide,and our customers ability to use,some of our products and services.We face,and may continue to face,intellectual property and o
297、ther claims that could be costly to defend,result in significant damage awards or other costs(including indemnification awards),and limit our ability touse certain technologies.We,like other internet,technology,and media companies,are frequently subject to litigation based on allegationsof infringem
298、ent or other violations of intellectual property rights,including patent,copyright,trade secrets,andtrademarks.Parties have also sought broad injunctive relief against us by filing claims in U.S.and international courtsand the U.S.International Trade Commission(ITC)for exclusion and cease-and-desist
299、 orders.In addition,patent-holding companies may frequently seek to generate income from patents they have obtained by bringing claims againstus.As we continue to expand our business,the number of intellectual property claims against us has increased andmay continue to increase as we develop and acq
300、uire new products,services,and technologies.Adverse results in any of these lawsuits may include awards of monetary damages,costly royalty or licensingagreements(if licenses are available at all),or orders limiting our ability to sell our products and services in the U.S.orelsewhere,including by pre
301、venting us from offering certain features,functionalities,products,or services in certainjurisdictions.They may also cause us to change our business practices in ways that could result in a loss of revenuesfor us and otherwise harm our business.Many of our agreements with our customers and partners,
302、including certain suppliers,require us to defend againstcertain intellectual property infringement claims and in some cases indemnify them for certain intellectual propertyinfringement claims against them,which could result in increased costs for defending such claims or significantdamages if there
303、were an adverse ruling in any such claims.Such customers and partners may also discontinue theuse of our products,services,and technologies,as a result of injunctions or otherwise,which could result in loss ofrevenues and harm our business.Moreover,intellectual property indemnities provided to us by
304、 our suppliers,whenobtainable,may not cover all damages and losses suffered by us and our customers arising from intellectual propertyinfringement claims.Furthermore,in connection with our divestitures,we have agreed,and may in the future agree,toprovide indemnification for certain potential liabili
305、ties,including those associated with intellectual property claims.Regardless of their merits,intellectual property claims are often time consuming and expensive to litigate or settle.Tothe extent such claims are successful,they could harm our business,including our product and service offerings,fina
306、ncial condition,and operating results.Expectations relating to environmental,social,and governance(ESG)considerations could expose us topotential liabilities,increased costs,and reputational harm.We are subject to laws,regulations,and other measures that govern a wide range of topics,including those
307、related to matters beyond our core products and services.For instance,new laws,regulations,policies,andinternational accords relating to ESG matters,including sustainability,climate change,human capital,and diversity,arebeing developed and formalized in Europe,the U.S.,and elsewhere,which may entail
308、 specific,target-drivenframeworks and/or disclosure requirements.We have implemented robust ESG programs,adopted reportingframeworks and principles,and announced a number of goals and initiatives.The implementation of these goals andinitiatives may require considerable investments,and our goals,with
309、 all of their contingencies,dependencies,and incertain cases,reliance on third-party verification and/or performance,are complex and ambitious,may change,and wecannot guarantee that we will achieve them.Any failure,or perceived failure,by us to adhere to our public statements,comply fully with devel
310、oping interpretations of ESG laws and regulations,or meet evolving and varied stakeholderexpectations and standards could harm our business,reputation,financial condition,and operating results.We could be subject to changes in tax rates,the adoption of new U.S.or international tax legislation,orexpo
311、sure to additional tax liabilities.19Table of ContentsAlphabet Inc.We are subject to a variety of taxes and tax collection obligations in the U.S.and numerous foreign jurisdictions.Our effective tax rates are affected by a variety of factors,including changes in the mix of earnings in jurisdictions
312、withdifferent statutory tax rates,net gains and losses on hedges and related transactions under our foreign exchange riskmanagement program,decreases in our stock price for shares issued as employee compensation,changes in thevaluation of our deferred tax assets or liabilities,and the application of
313、 different provisions of tax laws or changes in taxlaws,regulations,or accounting principles(including changes in the interpretation of existing laws).Further,if we areunable or fail to collect taxes on behalf of customers,employees and partners as the withholding agent,we couldbecome liable for tax
314、es that are levied against third parties.We are subject to regular review and audit by both domestic and foreign tax authorities.As a result,we havereceived,and may in the future receive,assessments in multiple jurisdictions,on various tax-related assertions,suchas transfer-pricing adjustments or pe
315、rmanent-establishment claims.Any adverse outcome of such a review or auditcould harm our financial condition and operating results,require adverse changes to our business practices,or subjectus to additional litigation and regulatory inquiries.In addition,the determination of our worldwide provision
316、 for incometaxes and other tax liabilities requires significant judgment and often involves uncertainty.Although we believe ourestimates are reasonable,the ultimate tax outcome may differ from the amounts recorded in our financial statementsand may affect our financial results in the period or perio
317、ds for which such determination is made.Furthermore,due to shifting economic and political conditions,tax policies,laws,or rates in various jurisdictionsmay be subject to significant changes in ways that could harm our financial condition and operating results.Variousjurisdictions around the world h
318、ave enacted or are considering revenue-based taxes such as digital services taxes andother targeted taxes,which could lead to inconsistent and potentially overlapping international tax regimes.TheOrganization for Economic Cooperation and Development continues to advance proposals for modernizinginte
319、rnational tax rules.Risks Related to Ownership of our StockWe cannot guarantee that any share repurchase program will be fully consummated or will enhance long-term stockholder value,and share repurchases could increase the volatility of our stock prices and coulddiminish our cash reserves.We engage
320、 in share repurchases of our Class A and Class C stock from time to time in accordance withauthorizations from the Board of Directors of Alphabet.Our repurchase program does not have an expiration date anddoes not obligate Alphabet to repurchase any specific dollar amount or to acquire any specific
321、number of shares.Further,our share repurchases could affect our share trading prices,increase their volatility,reduce our cash reservesand may be suspended or terminated at any time,which may result in a decrease in the trading prices of our stock.The concentration of our stock ownership limits our
322、stockholders ability to influence corporate matters.Our Class B stock has 10 votes per share,our Class A stock has one vote per share,and our Class C stock hasno voting rights.As of December 31,2022,Larry Page and Sergey Brin beneficially owned approximately 85.8%of ouroutstanding Class B stock,whic
323、h represented approximately 51.2%of the voting power of our outstanding commonstock.Through their stock ownership,Larry and Sergey have significant influence over all matters requiring stockholderapproval,including the election of directors and significant corporate transactions,such as a merger or
324、other sale of ourcompany or our assets,for the foreseeable future.In addition,because our Class C stock carries no voting rights(except as required by applicable law),the issuance of the Class C stock,including in future stock-based acquisitiontransactions and to fund employee equity incentive progr
325、ams,could continue Larry and Sergeys current relative votingpower and their ability to elect all of our directors and to determine the outcome of most matters submitted to a vote ofour stockholders.The share repurchases made pursuant to our repurchase program may also affect Larry andSergeys relativ
326、e voting power.This concentrated control limits or severely restricts other stockholders ability toinfluence corporate matters and we may take actions that some of our stockholders do not view as beneficial,whichcould reduce the market price of our Class A stock and our Class C stock.Provisions in o
327、ur charter documents and under Delaware law could discourage a takeover thatstockholders may consider favorable.Provisions in Alphabets certificate of incorporation and bylaws may have the effect of delaying or preventing achange of control or changes in our management.These provisions include the f
328、ollowing:Our Board of Directors has the right to elect directors to fill a vacancy created by the expansion of the Board ofDirectors or the resignation,death,or removal of a director.Our stockholders may not act by written consent,which makes it difficult to take certain actions without holdinga sto
329、ckholders meeting.20Table of ContentsAlphabet Inc.Our certificate of incorporation prohibits cumulative voting in the election of directors.This limits the ability ofminority stockholders to elect director candidates.Stockholders must provide advance notice to nominate individuals for election to th
330、e Board of Directors or topropose matters that can be acted upon at a stockholders meeting.These provisions may discourage or detera potential acquirer from conducting a solicitation of proxies to elect the acquirers own slate of directors orotherwise attempting to obtain control of our company.Our
331、Board of Directors may issue,without stockholder approval,shares of undesignated preferred stock,whichmakes it possible for our Board of Directors to issue preferred stock with voting or other rights or preferencesthat could impede the success of any attempt to acquire us.As a Delaware corporation,w
332、e are also subject to certain Delaware anti-takeover provisions.Under Delaware law,a corporation may not engage in a business combination with any holder of 15%or more of its outstanding voting stockunless the holder has held the stock for three years or,among other things,the Board of Directors has
333、 approved thetransaction.Our Board of Directors could rely on Delaware law to prevent or delay an acquisition of us.The trading price for our Class A stock and non-voting Class C stock may continue to be volatile.The trading price of our stock has at times experienced significant volatility and may continue to be volatile.Inaddition to the factors discussed in this report,the trading prices of our