GOOG » Topics » Note 15. Subsequent Event

This excerpt taken from the GOOG 10-Q filed Nov 7, 2008.

Note 15. Subsequent Event

On October 28, 2008, we announced a settlement agreement with the Authors Guild and AAP. If approved, the agreement will resolve a class-action lawsuit brought by book authors and the Authors Guild, as well as a separate lawsuit filed by five large publishers as representatives of the AAP’s membership. In addition, the agreement enables them to receive compensation for online access to their works through a revenue sharing commercial arrangement. The class action is subject to approval by the U.S. District Court for the Southern District of New York.

Under the agreement, we will make payments totaling approximately $125 million, which will be used to establish the Book Rights Registry (a non-profit organization that will administer licensing rights and disburse payments to authors and publishers), to resolve existing claims by authors and publishers and to cover legal fees. This obligation was accrued as of September 30, 2008. For accounting purposes, $95.1 million was determined to be the fair value of the settlement portion of the agreement and was expensed in the quarter ended September 30, 2008, and $29.9 million was determined to be the fair value of the commercial portion of the agreement and will be amortized over an estimated useful life of seven years beginning with the commencement of the commercial arrangement. The tax benefit related to the settlement portion of the agreement was $38.9 million and was recognized in the quarter ended September 30, 2008.

 

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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, among other things, statements concerning our expectations:

 

   

regarding the growth and growth rate of our operations, business, revenues, operating margins;

 

   

that seasonal fluctuations in internet usage and traditional advertising seasonality are likely to affect our business;

 

   

that growth in advertising revenues from our web sites will continue to exceed that from our Google Network members’ web sites;

 

   

regarding our future stock-based compensation charges;

 

   

that we will continue to pay most of the Google AdSense fees we receive from advertisers to our Google Network members;

 

   

that we will continue to take steps to improve the relevance of the ads we deliver;

 

   

that we may continue to take steps to reduce the number of accidental clicks;

 

   

that we will continue to make investments and acquisitions;

 

   

that our cost of revenues and traffic acquisition costs may increase in dollars and as a percentage of revenues;

 

   

regarding the increase of research and development, sales and marketing and general and administrative expenses in the future;

 

   

regarding the increase of costs related to hedging activity under our foreign exchange risk management program;

 

   

regarding quarterly fluctuations in paid clicks;

 

   

regarding the sufficiency of our existing cash, cash equivalents, marketable securities and cash generated from operations;

 

   

regarding quarterly fluctuations in our effective tax rate;

 

   

regarding continued investments in international markets;

as well as other statements regarding our future operations, financial condition and prospects and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report, and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A of this report and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

The following discussion and analysis of our financial condition and results of operations should be read together with our Consolidated Financial Statements and related notes included elsewhere in this report.

This excerpt taken from the GOOG 10-Q filed May 12, 2008.

Note 15. Subsequent Event

In May 2008, Clearwire Corporation and Sprint Nextel Corporation agreed to combine certain businesses to form a wireless communication company, the new Clearwire. In addition, certain other companies have collectively agreed to contribute $3.2 billion in cash to the new Clearwire or its subsidiary, including $500 million from us. The completion of this transaction is subject to customary closing conditions. We expect the transaction to close during the second half of 2008.

This investment will be a marketable equity security and will be classified and accounted for as available for sale. As a result, it will be carried at fair value, with unrealized gains and losses, net of taxes, reported as a component of stockholders’ equity, except for unrealized losses determined to be other than temporary which will be recorded as interest income and other, net, in accordance with our policy and FSP Nos. FAS 115-1 and FAS 124-1, The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments.

 

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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, among other things, statements concerning our expectations:

 

   

regarding the growth and growth rate of our operations, business, revenues, operating margins, costs and expenses;

 

   

that seasonal fluctuations in internet usage and traditional advertising seasonality are likely to affect our business;

 

   

that growth in advertising revenues from our web sites will continue to exceed that from our Google Network members’ web sites;

 

   

regarding our future stock-based compensation charges including charges related to our TSO program;

 

   

regarding our dilution related to all equity grants to employees;

 

   

regarding the steps we take to improve the relevance of the ads we deliver;

 

   

regarding our actions to reduce the number of accidental clicks;

 

   

that we will continue to make significant capital expenditure investments;

 

   

that the growth rate of our costs and expenses may exceed the growth rate of our revenues;

 

   

that our cost of revenues and traffic acquisition costs may increase in dollars and as a percentage of revenues;

 

   

regarding the increase of research and development, sales and marketing and general and administrative expenses in the future;

 

   

regarding quarterly fluctuations in paid clicks;

 

   

that we will continue to make investments and acquisitions;

 

   

regarding the sufficiency of our existing cash, cash equivalents, marketable securities and cash generated from operations;

 

   

regarding quarterly fluctuations in our effective tax rate;

 

   

regarding continued investments in international markets;

 

   

regarding the expected closing date of our proposed investment in Clearwire;

as well as other statements regarding our future operations, financial condition and prospects and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report, and in particular, the risks discussed under the heading “Risk Factors” in Part II, Item 1A of this report and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

The following discussion and analysis of our financial condition and results of operations should be read together with our Consolidated Financial Statements and related notes included elsewhere in this report.

This excerpt taken from the GOOG 10-Q filed Aug 9, 2007.

Note 12. Subsequent Event

In July 2007, we entered into an Agreement and Plan of Merger to acquire Postini, a privately held company, for approximately $625 million in cash. The completion of this transaction is subject to customary closing conditions. The transaction is expected to close by September 30, 2007.

 

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Table of Contents
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, among other things, statements concerning our expectations:

 

   

regarding the growth of our operations, business and revenues and the growth rate of our costs and expenses;

 

   

that seasonal fluctuations in internet usage and traditional advertising seasonality are likely to affect our business;

 

   

that growth in advertising revenues from our web sites will continue to exceed that from our Google Network members’ web sites;

 

   

that our operating margin may decrease as we invest in our employee, systems infrastructures and property and equipment;

 

   

regarding our future stock-based compensation charges including changes related to our TSO program;

 

   

that we will continue to pay most of the Google AdSense fees we receive from advertisers to our Google Network members;

 

   

regarding our future fee structure for our Google Checkout product offering;

 

   

that we will continue to make significant capital expenditure investments in 2007;

 

   

that our cost of revenues will increase in 2007 primarily as a result of anticipated increases in traffic acquisition, data center costs and credit card and other transaction fees;

 

   

that research and development, sales and marketing and general and administrative expenses will increase in the future;

 

   

regarding quarterly fluctuations in paid clicks;

 

   

regarding the sufficiency of our existing cash, cash equivalents, marketable securities and cash generated from operations;

 

   

regarding continued investments in international markets;

as well as other statements regarding our future operations, financial condition and prospects and business strategies. These forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this report, and in particular, the risks discussed under the heading “Risk Factors” in Part I, Item 1A of this report and those discussed in other documents we file with the Securities and Exchange Commission. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

The following discussion and analysis of our financial condition and results of operations should be read together with our Condensed Consolidated Financial Statements and related notes included elsewhere in this report.

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