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Google Inc. – ‘10-K’ for 12/31/12 – R15

On:  Tuesday, 1/29/13, at 5:29pm ET   ·   For:  12/31/12   ·   Accession #:  1193125-13-28362   ·   File #:  0-50726

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/29/13  Google Inc.                       10-K       12/31/12  107:12M                                    RR Donnelley/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.30M 
 2: EX-12       Computation of Earnings to Fixed Charge Ratios      HTML     43K 
 3: EX-21.01    Subsidiaries of the Registrant                      HTML     30K 
 4: EX-23.01    Consent of Independent Registered Public            HTML     35K 
                          Accounting Firm                                        
 5: EX-31.01    Certification of CEO Pursuant to Exchange Act       HTML     37K 
                          Rules 13A-14(A) and 15D-14(A)                          
 6: EX-31.02    Certification of CFO Pursuant to Exchange Act       HTML     37K 
                          Rules 13A-14(A) and 15D-14(A)                          
 7: EX-32.01    Certifications of CEO and CFO Pursuant to 18        HTML     33K 
                          U.S.C. Section 1350                                    
43: EXCEL       XBRL IDEA Workbook -- Financial Report (.xls)        XLS   1.70M 
71: R1          Document and Entity Information                     HTML     62K 
57: R2          Consolidated Balance Sheets                         HTML    174K 
68: R3          Consolidated Balance Sheets (Parenthetical)         HTML     75K 
76: R4          Consolidated Statements of Income                   HTML    130K 
97: R5          Consolidated Statements of Income (Parenthetical)   HTML     37K 
59: R6          Consolidated Statements of Comprehensive Income     HTML     83K 
67: R7          Consolidated Statements of Comprehensive Income     HTML     35K 
                          (Parenthetical)                                        
51: R8          Consolidated Statements of Stockholders' Equity     HTML     81K 
41: R9          Consolidated Statements of Cash Flows               HTML    168K 
99: R10         Google Inc. and Summary of Significant Accounting   HTML     81K 
                          Policies                                               
78: R11         Net Income Per Share of Class A and Class B Common  HTML    106K 
                          Stock                                                  
77: R12         Financial Instruments                               HTML    200K 
84: R13         Debt                                                HTML     47K 
85: R14         Balance Sheet Components                            HTML     48K 
82: R15         Acquisitions                                        HTML     39K 
86: R16         Goodwill and Other Intangible Assets                HTML     59K 
69: R17         Discontinued Operations                             HTML     39K 
73: R18         Restructuring charges                               HTML     53K 
80: R19         Interest and Other Income, Net                      HTML     42K 
107: R20         Commitments and Contingencies                       HTML     58K  
93: R21         Stockholders' Equity                                HTML    108K 
63: R22         401(k) Plans                                        HTML     31K 
79: R23         Income Taxes                                        HTML    105K 
65: R24         Information about Segments and Geographic Areas     HTML     68K 
32: R25         Schedule II: Valuation and Qualifying Accounts      HTML     39K 
94: R26         Google Inc. and Summary of Significant Accounting   HTML    171K 
                          Policies (Policies)                                    
103: R27         Google Inc. and Summary of Significant Accounting   HTML     45K  
                          Policies (Tables)                                      
46: R28         Net Income Per Share of Class A and Class B Common  HTML    100K 
                          Stock (Tables)                                         
45: R29         Financial Instruments (Tables)                      HTML    196K 
49: R30         Debt (Tables)                                       HTML     48K 
50: R31         Balance Sheet Components (Tables)                   HTML     52K 
52: R32         Acquisitions (Tables)                               HTML     37K 
21: R33         Goodwill and Other Intangible Assets (Tables)       HTML     60K 
91: R34         Discontinued Operations (Tables)                    HTML     33K 
61: R35         Restructuring charges (Tables)                      HTML     53K 
64: R36         Interest and Other Income, Net (Tables)             HTML     42K 
36: R37         Commitments and Contingencies (Tables)              HTML     41K 
106: R38         Stockholders' Equity (Tables)                       HTML     96K  
14: R39         Income Taxes (Tables)                               HTML    102K 
54: R40         Information about Segments and Geographic Areas     HTML     68K 
                          (Tables)                                               
96: R41         Revenues by Revenue Source (Detail)                 HTML     43K 
34: R42         Google Incorporated and Summary of Significant      HTML     74K 
                          Accounting Policies - Additional                       
                          Information (Detail)                                   
44: R43         Computation of Basic and Diluted Net Income Per     HTML    145K 
                          Share (Detail)                                         
48: R44         Cash Cash Equivalents And Marketable Securities     HTML    114K 
                          Measured At Adjusted Cost Gross                        
                          unrealized Gains Gross Unrealized Losses               
                          And Fair Value By Significant Investment               
                          Categories (Detail)                                    
58: R45         Financial Instruments - Additional Information      HTML     71K 
                          (Detail)                                               
20: R46         Contractual Maturity Date of Marketable Debt        HTML     51K 
                          Securities (Detail)                                    
40: R47         Gross Unrealized Losses and Fair Values for         HTML     65K 
                          Investments in Unrealized Loss Position                
                          (Detail)                                               
16: R48         Fair Values of Outstanding Derivative Instruments   HTML     50K 
                          (Detail)                                               
95: R49         Effect of Derivative Instruments on Income and      HTML     69K 
                          Accumulated Other Comprehensive Income                 
                          (Detail)                                               
33: R50         Effect of Derivative Instruments on Income and      HTML     34K 
                          Accumulated Other Comprehensive Income                 
                          (Parenthetical) (Detail)                               
92: R51         Debt - Additional Information (Detail)              HTML     64K 
37: R52         Long-Term Debt (Detail)                             HTML     41K 
55: R53         Long-Term Debt (Parenthetical) (Detail)             HTML     39K 
15: R54         Future Principal Payments for Borrowings (Detail)   HTML     47K 
18: R55         Inventories (Detail)                                HTML     40K 
47: R56         Property and Equipment (Detail)                     HTML     54K 
25: R57         Components of Accumulated Other Comprehensive       HTML     53K 
                          Income (Detail)                                        
100: R58         Acquisitions - Additional Information (Detail)      HTML     68K  
60: R59         Supplemental Information on Unaudited Pro Forma     HTML     40K 
                          Basis (Detail)                                         
83: R60         Changes in Carrying Amount of Goodwill (Detail)     HTML     42K 
39: R61         Acquisition-Related Intangible Assets that are      HTML     44K 
                          being Amortized (Detail)                               
42: R62         Goodwill and Other Intangible Assets - Additional   HTML     43K 
                          Information (Detail)                                   
90: R63         Expected Amortization Expense for                   HTML     47K 
                          Acquisition-Related Intangible Assets                  
                          (Detail)                                               
87: R64         Discontinued Operations - Additional Information    HTML     33K 
                          (Detail)                                               
62: R65         Revenues and Earnings Attributable to Motorola      HTML     51K 
                          Home Business (Detail)                                 
89: R66         Summary of Activities Related to Restructuring      HTML     53K 
                          Charges (Detail)                                       
38: R67         Summary of Activities Related to Restructuring      HTML     35K 
                          Charges (Parenthetical) (Detail)                       
66: R68         Total Restructuring Charges Included in Costs and   HTML     45K 
                          Expenses (Detail)                                      
102: R69         Restructuring Charges - Additional Information      HTML     35K  
                          (Detail)                                               
17: R70         Components of Interest and Other Income net         HTML     56K 
                          (Detail)                                               
31: R71         Commitments and Contingencies - Additional          HTML     49K 
                          Information (Detail)                                   
56: R72         Future Minimum Payments Under Non-Cancelable        HTML     47K 
                          Operating Leases, Along with Sublease                  
                          Income Amounts (Detail)                                
23: R73         Stockholders Equity - Additional Information        HTML    112K 
                          (Detail)                                               
105: R74         Weighted-Average Assumptions used to Estimate Fair  HTML     47K  
                          Values of Stock Options Granted (Detail)               
35: R75         Stock Option Activity (Detail)                      HTML     89K 
26: R76         Stock Option Activity (Parenthetical) (Detail)      HTML     32K 
30: R77         Additional Information Regarding Outstanding        HTML     95K 
                          Exercisable and Vested and Exercisable                 
                          Stock Options (Detail)                                 
19: R78         Unvested Restricted Stock Units Activity (Detail)   HTML     66K 
22: R79         Four Zero One K Plan - Additional Information       HTML     33K 
                          (Detail)                                               
74: R80         Income Taxes - Additional Information (Detail)      HTML     68K 
28: R81         Provision for Income Taxes (Detail)                 HTML     73K 
101: R82         Reconciliation of Federal Statutory Income Tax      HTML     66K  
                          Rate to Effective Income Tax Rate                      
                          (Detail)                                               
53: R83         Reconciliation of Federal Statutory Income Tax      HTML     35K 
                          Rate to Effective Income Tax Rate                      
                          (Parenthetical) (Detail)                               
81: R84         Significant Components of Deferred Tax Assets and   HTML    104K 
                          Liabilities (Detail)                                   
88: R85         Summary of Activity Related to Gross Unrecognized   HTML     52K 
                          Tax Benefits (Detail)                                  
27: R86         Information about Segments and Geographic Areas -   HTML     32K 
                          Additional Information (Detail)                        
29: R87         Revenues and Operating Income Loss by Operating     HTML     38K 
                          Segments (Detail)                                      
98: R88         Reconciliation of Total Segment Operating Income    HTML     36K 
                          to Consolidated Operating Income                       
                          (Detail)                                               
24: R89         Revenues by Geographic Area (Detail)                HTML     36K 
75: R90         Long-Lived Assets by Geographic Area (Detail)       HTML     36K 
70: R91         Valuation and Qualifying Accounts (Detail)          HTML     39K 
104: XML         XBRL XML File -- Filing Summary                      XML    169K  
 8: EX-101.INS  XBRL Instance -- goog-20121231                       XML   2.91M 
10: EX-101.CAL  XBRL Calculations -- goog-20121231_cal               XML    329K 
11: EX-101.DEF  XBRL Definitions -- goog-20121231_def                XML   1.43M 
12: EX-101.LAB  XBRL Labels -- goog-20121231_lab                     XML   2.03M 
13: EX-101.PRE  XBRL Presentations -- goog-20121231_pre              XML   1.62M 
 9: EX-101.SCH  XBRL Schema -- goog-20121231                         XSD    291K 
72: ZIP         XBRL Zipped Folder -- 0001193125-13-028362-xbrl      Zip    275K 


R15   —   Acquisitions


This is an XBRL IDEA Report rendered in HTML by the SEC.  [ Alternative Formats ]



 
v2.4.0.6
Acquisitions
12 Months Ended
Acquisitions

Note 6. Acquisitions

On May 22, 2012, we completed our acquisition of Motorola, a provider of innovative technologies, products and services that enable a range of mobile and wireline digital communication, information and entertainment experiences. The acquisition is expected to protect and advance our Android ecosystem and enhance competition in mobile computing. Under the transaction, we acquired all outstanding common shares of Motorola for $40 per share and all vested Motorola stock options and restricted stock units, for a total purchase price of approximately $12.4 billion in cash. In addition, we assumed $401 million of unvested Motorola stock options and restricted stock units, which will be recorded as stock-based compensation expense over the remaining service periods. Transaction costs were approximately $50 million, which were recorded as general and administrative expense as incurred.

The fair value of assets acquired and liabilities assumed was based upon a preliminary valuation and our estimates and assumptions are subject to change within the measurement period. The primary areas of the purchase price that are not yet finalized are related to certain legal matters, income taxes, and residual goodwill. Of the $12.4 billion total purchase price, $2.9 billion was cash acquired, $5.5 billion was attributed to patents and developed technology, $2.5 billion to goodwill, $0.7 billion to customer relationships, and $0.8 billion to other net assets acquired.

The goodwill of $2.5 billion is primarily attributed to the synergies expected to arise after the acquisition. Goodwill is not expected to be deductible for tax purposes.

Supplemental information on an unaudited pro forma basis, as if the Motorola acquisition had been consummated on January 1, 2011, is presented as follows (in millions, except per share amounts):

Year Ended December 31,
2011 2012

Revenues(1)

$ 47,294 $ 53,656

Net income

8,792 10,583

Net income per share of Class A and Class B common stock—diluted

26.83 31.82

(1)

Excludes Home.

These pro forma results are based on estimates and assumptions, which we believe are reasonable. They are not necessarily indicative of our consolidated results of operations in future periods or the results that actually would have been realized had we been a combined company during the periods presented. The pro forma results include adjustments primarily related to amortization of acquired intangible assets, severance and benefit arrangements in connection with the acquisition, and stock-based compensation expenses for assumed unvested stock options and restricted stock units.

During the year ended December 31, 2012, we completed 52 other acquisitions and purchases of intangible assets for a total cash consideration of approximately $1,171 million, of which $733 million was attributed to goodwill, $462 million to acquired intangible assets, and $24 million to net liabilities assumed. These acquisitions generally enhance the breadth and depth of our expertise in engineering and other functional areas, our technologies, and our product offerings. The amount of goodwill expected to be deductible for tax purposes is approximately $29 million.

Pro forma results of operations for these acquisitions have not been presented because they are not material to the consolidated results of operations, either individually or in the aggregate.

For all acquisitions completed during the year ended December 31, 2012, patents and developed technology have a weighted-average useful life of 8.9 years, customer relationships have a weighted-average useful life of 7.4 years and trade names and other have a weighted-average useful life of 9.0 years.


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:1/29/134
For Period End:12/31/124,  5
5/22/128-K
12/31/1110-K,  10-K/A,  5
1/1/11
 List all Filings 
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Filing Submission 0001193125-13-028362   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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