The Football Association Premier League Limited et al v. Youtube, Inc. et al

Filing 276

DECLARATION of Elizabeth Anne Figueira, Esq. in Opposition re: 167 MOTION for Summary Judgment.. Document filed by The Music Force LLC, Cal IV Entertainment, LLC, Cherry Lane Music Publishing Company, Inc., The Football Association Premier League Limited, Robert Tur, National Music Publishers' Association, The Rodgers & Hammerstein Organization, Edward B. Marks Music Company, Freddy Bienstock Music Company, Alley Music Corporation, X-Ray Dog Music, Inc., Federation Francaise De Tennis, The Scottish Premier League Limited, The Music Force Media Group LLC, Sin-Drome Records, Ltd., Murbo Music Publishing, Inc., Stage Three Music (US), Inc., Bourne Co.. (Attachments: # 1 Exhibit 189, # 2 Exhibit 190, # 3 Exhibit 191, # 4 Exhibit 192, # 5 Exhibit 193, # 6 Exhibit 194, # 7 Exhibit 195, # 8 Exhibit 196, # 9 Exhibit 197, # 10 Exhibit 198, # 11 Exhibit 199, # 12 Exhibit 200, # 13 Exhibit 201, # 14 Exhibit 202, # 15 Exhibit 203, # 16 Exhibit 204, # 17 Exhibit 205, # 18 Exhibit 206, # 19 Exhibit 207, # 20 Exhibit 208, # 21 Exhibit 209, # 22 Exhibit 210, # 23 Exhibit 211, # 24 Exhibit 212, # 25 Exhibit 213, # 26 Exhibit 214, # 27 Exhibit 215, # 28 Exhibit 216, # 29 Exhibit 217, # 30 Exhibit 218, # 31 Exhibit 219, # 32 Exhibit 220, # 33 Exhibit 221, # 34 Exhibit 222, # 35 Exhibit 223, # 36 Exhibit 224 Part 1, # 37 Exhibit 224 Part 2, # 38 Exhibit 225, # 39 Exhibit 226, # 40 Exhibit 227 Part 1, # 41 Exhibit 227 Part 2, # 42 Exhibit 227 Part 3, # 43 Exhibit 227 Part 4, # 44 Exhibit 228, # 45 Exhibit 229, # 46 Exhibit 230, # 47 Exhibit 231, # 48 Exhibit 232, # 49 Exhibit 233, # 50 Exhibit 234, # 51 Exhibit 235, # 52 Exhibit 236, # 53 Exhibit 237, # 54 Exhibit 238, # 55 Exhibit 239, # 56 Exhibit 240, # 57 Exhibit 241, # 58 Exhibit 242, # 59 Exhibit 243, # 60 Exhibit 244, # 61 Exhibit 245, # 62 Exhibit 246, # 63 Exhibit 247, # 64 Exhibit 248, # 65 Exhibit 249, # 66 Exhibit 250, # 67 Exhibit 251, # 68 Exhibit 252, # 69 Exhibit 253, # 70 Exhibit 254, # 71 Exhibit 255, # 72 Exhibit 256, # 73 Exhibit 257, # 74 Exhibit 258, # 75 Exhibit 259, # 76 Exhibit 260, # 77 Exhibit 261, # 78 Exhibit 262, # 79 Exhibit 263, # 80 Exhibit 264, # 81 Exhibit 265, # 82 Exhibit 266, # 83 Exhibit 267, # 84 Exhibit 268, # 85 Exhibit 269, # 86 Exhibit 270, # 87 Exhibit 271, # 88 Exhibit 272 Part 1, # 89 Exhibit 272-2, # 90 Exhibit 272 Part 3, # 91 Exhibit 272 Part 4, # 92 Exhibit 272 Part 5, # 93 Exhibit 272 Part 6, # 94 Exhibit 272 Part 7, # 95 Exhibit 272 Part 8, # 96 Exhibit 272 Part 9, # 97 Exhibit 272 Part 10, # 98 Exhibit 272 Part 11, # 99 Exhibit 272 Part 12, # 100 Exhibit 272 Part 13, # 101 Exhibit 272 Part 14, # 102 Exhibit 272 Part 15, # 103 Exhibit 272 Part 16, # 104 Exhibit 272 Part 17, # 105 Exhibit 272 Part 18, # 106 Exhibit 272 Part 19, # 107 Exhibit 273, # 108 Exhibit 274, # 109 Exhibit 275, # 110 Exhibit 276, # 111 Exhibit 277, # 112 Exhibit 278, # 113 Exhibit 279, # 114 Exhibit 280, # 115 Exhibit 281, # 116 Exhibit 282, # 117 Exhibit 283, # 118 Exhibit 284, # 119 Exhibit 285, # 120 Exhibit 286, # 121 Exhibit 287, # 122 Exhibit 288, # 123 Exhibit 289, # 124 Exhibit 290, # 125 Exhibit 291, # 126 Exhibit 292, # 127 Exhibit 293, # 128 Exhibit 294, # 129 Exhibit 295, # 130 Exhibit 296, # 131 Exhibit 297, # 132 Exhibit 298, # 133 Exhibit 299, # 134 Exhibit 300, # 135 Exhibit 301, # 136 Exhibit 302, # 137 Exhibit 303, # 138 Exhibit 304, # 139 Exhibit 305, # 140 Exhibit 306, # 141 Exhibit 307, # 142 Exhibit 308, # 143 Exhibit 309, # 144 Exhibit 310, # 145 Exhibit 311, # 146 Exhibit 312, # 147 Exhibit 313, # 148 Exhibit 314, # 149 Exhibit 315, # 150 Exhibit 316, # 151 Exhibit 317, # 152 Exhibit 318, # 153 Exhibit 319, # 154 Exhibit 320, # 155 Exhibit 321, # 156 Exhibit 322, # 157 Exhibit 323, # 158 Exhibit 324, # 159 Exhibit 325, # 160 Exhibit 326, # 161 Exhibit 327, # 162 Exhibit 328, # 163 Exhibit 329, # 164 Exhibit 330, # 165 Exhibit 331, # 166 Exhibit 332, # 167 Exhibit 333 Part 1, # 168 Exhibit 333 Part 2, # 169 Exhibit 334, # 170 Exhibit 335, # 171 Exhibit 336, # 172 Exhibit 337, # 173 Exhibit 338)(Figueira, Elizabeth)

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FORM

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Table

of Contents

UNITED
SECURITIES
\%ashington

STATES
DC
20549 Figueir
Deci.

AND EXCIEJANGE COMMISSION
Thb

FORM
Mark One ANNUAL REPORT PURSUANT EXCIIANGEACT OF 1934
TO SECTION
13

10-K

290

OR 15d OF
ended

TI/lIE

SECURITIES

For the

fiscal

year

December 31 2007

OR
TRANSITION REPORT PURSUANT EXCIIANGEACT OF 1934

TO SECTION
Commission

13

OR 15d OF THE
number
000-50726

SECURJTIES

file

Google Inc.
Exact name ofregisfrant
as specified in
its

charter

Delaware
State
or other jurisdiction or of

77-0493581 IRS.
Tdentilication

Employer

incorporation

organization

Number

1600

Amphitheatre Parkway Mountain mew CA 94043
of
principal executive offices

Address

650
Registrants telephone

253-0000
number
lnduding area

code

Securities

registered

pursuant

to

Section

12b

of the Name

Act
of

Title

of Each

Class

Exange

on

Which

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Class

Common

Stock

50.001

par value

The

Nasdaq

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Market

LLC

Nasdaq Global Siect Market
Securities registered

pursuant
Title of

to

Section
Class

12g

of the

Act

Each

Class

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Stock
Class

50001

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Indicate
Act.

Common
issuer ss

par value Stock defmed
Rule 405
of the Securities

by check

mirk

if

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eli

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check

mark

if

the

Registrant

is

not required

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tile

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pursuant

to

Section

13 or Section

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13 or

of the

Act.

Yes
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by check

mark whether
during
to thu

the

Registrant 12

has filed
for

all

reports shorter days. to

required period

to

he
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filed

by Section

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to

of

the

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Exchange and
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Act of 1934

preceding
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months or
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was required

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been subject by check
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past 90

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mark

disclosure

of delinquent

filers

pursuant

not contained incorporated

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hether the

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company

as

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of the

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Act.

Yes At June
29

No
2007
the

aggregate Global

market

alue

of shares

huld by non 29

affiliatus

of the

Registrant

based
093

upon

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closing

sale

price

ot

such

shares

on

Nasdaq

Select Market

on June

2007 was
executive outstanding

approximately
officer

$104

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Form 10-K
determination
for

Page
other purposes.
there

of 108

At Januaiy
of the Registrants

31 2008
Class

were 236750181
stock

shares

of the

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outstanding.

DOCUMENTS
Portions Part
III

INCORPORATED
the

BY REFERENCE
of Stockholders statement
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Proxy Statement 10-K
to the

for

2008
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herein.

Meeting Such ended

incorporated
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on Form
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and

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of the

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fiscal

year

December

31

2007.

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Table

of Contents

Form 10-K
For the Fiscal Year Ended

December31

2007

INDEX TABLE OF CONTENTS

PART
Item
1.

Business
Executive.

Of

ficers

of the Registrant

17

Item Item Item Item Item

1A. lB.

Risk

Factors
Staff

Unresolved
Properties

Comments

33 33 33

Legal

Proceedings of Matters
to

Submission

Vote

of

Securit

Holdcrs

33

PART
Item Item Item Item Item Item Item Item
5. 6.

II

Market
Selected

for

Registrants

Common

Equity.

Related

Stockholder

Matters

and

issuer

Purchases

of Equity

Securities

34 37

Financial

Data and Analysis
Disclosures Suppleni of Financial Condition Risk and Results of Operation

7.

Managements
Quantitative Financial

Discussion and Oualitatn and

38 63 64

7A
8.

About

\4arkt

Statements
in

entarv Data
ith

Changes

and

isagreements

\ccountants

on

Accounting

and

mancial

Disclosure

98 98 98

9k
9B.

Oontrols Other

and

Procedures

Information

PART
Item Item Item Item Item
11

III

10.

Directors Fxccutive Security Certain

and Executive
ompensation

Officers

of the

Regislrant

99
99

12 13
14.

Oitnershw of Certain Beneticnl
Relationshins and Fees Related and

Ou ners

and

Management

and Related

Stockholder

Matters

99

transactions

99 99

Principal Accounting

Services

PARTJV
Item
1.5.

Exhibits

and Financial

Statement

Schedules

100

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of fThntents

ITEM

6.

SELECTED FINANCIAL DATA
should read the following
selected

You
Form

consolidated and

frnancial

data

in

conjunction

with

Management
and
the related

Discussion notes appearing

and

Analysis
in

of Financial
this

Condition

and Results of Opcration

our consolidated

financial

statements

elsewhere

10-K.

he sheet data

consolidated
at

statements 31 10 data

of income

data

for

the

years ended

December

31

2005

2006

and

2007

and

the

consolidated elsewhere

balance
in this

December on Form

2006

and 2007
he
at

are

derived

from

our audited of incomc and 2005

consolidated
for the

tmancial

statements

appearing 31 2003

Annual

Report

consolidated

statemcnts

ddtd
are

years ended from

Decembcr

and 2004
financial results

and

the

consolidated
that are

balance

sheet
this

December
Report

31

2003
10

2004

denved
are

our audited consolidated mdicative

statements
to

not included
in

Annuil

on form

The

historical

results

not necessarily

of the

be

expected

any

future

period.

Year 2003 2004 in thousands

Ended December
200C except per

31
2006 2007

share mirnunts

Consolidated

Statements

of Income

Data
$1 465

Reienues
Costs and expenses

934

$3

189

223

$6138560 2577088
599510
468 152

SlO 604 917

S16 593

986

Costot revenues Researchanddeielopment
Sales

634411 229605 164935
94 19

1468967
395 164

4225027 1228589
849518
751

6649085 2119985 1461266
279 250

andmarkcting
and administrative
to

295749
188

General

386 532 90000

787

Contribution

Google Foundation
portion of settlement
of

Non

recurring

disputes

with Total
costs

Yahoo
expenses

and

________ 1123470
342
net

201

000

2549031
640
192

________ 4121282 2017278
124 141

_________ 7054921
549
461

_________ 11509586 5084400
589 580

Income
Interest

from

operations and other

464
190

996 044 040

income
before

10042 o50 234
251 115

99
677

Income

income

taxes

34o 241

654 006

4011

5673980 1470260 4203720

Provisionforincometaxes

676280

933594

Netincome Net income per share
stock Basic Diluted of Class

105648 and Class

399119

$1465397

3077446

common 077
0.41

207
1.46

531
5.02

1021
9.94

1353
13.29

As offlerember
2003 2004 in 2005 thousands

31
2006 2007

Consolidated

Balance

Sheet

Data
securities

Cash

casheqmvalents

andniarketahle

$334718
871458 33365

Totalassets

$2132297 3313351
43927

$8034247
10271
107 813

$11243914
18473351
128 924

$14218613 25335806
610 525

otal long term Redeemable
Deferred Total corn

liabilities ertible

472

preferred

stock

warrant

13

871

stock

based

compensation equity

369 658
588770
37

249 470 2929056

119015
9418957 17039840 22689679

stockholders

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18

Table

of ontents

continue
expertise costs the

to in

acquire

businesses

and other
other

assets

from areas

time to time.

These

acquisitions

generally
offerings

enhance
In

the

breadth

and depth
incurring
as

of our
sigrnficant

engineering
to

and

functional

our technologies product and

and

our product
its

addition

we

are

and expenses
distnbution
in at

support
other

our Google products

Checkout
includrng

promote
Toolbar

adoption

by merchants

and consumers
to

well

as

promote

of certain property

the Google

Our headcount

growth has required us
increased
significant

make
12

substantial

investments from

and equipment
31. to

Our 16805

full at

time

employee

headcount

has significantly
also utilize

over

the

last

months

growing

10674
also

December
to

2006 make

to

December31
capital

2007

and we
investments

number of temporary
and teclmologu

employees.

We
and

expect

continue

significant

expenditure

including stock option

infonnation

infrastructure

corporate
to

facilities

In April 2007
to participate

we

launched program
to

our employee and an
as result

transferable

TSO

program

We
$134
fur

modified

employee $95
million in
to

options

allow

them
ested
en er

in this

we

incurred

modification charge of 2011 because

charge

of approximately

2007

relatedto options undcr based
the

options
their

and we expect
esting

incur

additional the

modification second been
the

of approximately In of addition longer
the

million related
alue
life

unvested granted stock
rate

remainmg
will

periods than of
it all

through

quirter otherwisc

of each
resulting

option
in

ISO

program

be

grcater

would

hay

expected

more

compensation

per option

As

result

of the above

growth

rate

of our costs

and expenses

may

exceed

the

growth

of our revenues.

We
futurc

expect

our cost of re pnmarily including
costs as as

enues

to

continue

to

increase

in

dollars

and

may increase as
costs as

percentage center costs
as if

of and

re

enues

in

2008
and
In to to

and
other

in

periods
fees

result transaction

of forecasted processing

increases
fees related

traffic to

acquisition

data well

credit

card
costs

transaction
traffic

Google Checkout may
increase
the

content
are

acquisition

particular

acquisition

percentage
sites

of advertising

revenues

future

unable with

to

contmue members

improve

the

monetization have

of traffic

on our web
revenue

and our Google
payments.

Nctwork

members

web

sites

particularly

those

whom

we

guaranteed

minimum

share

Our
the

international

revenues

have

grown

as

percentage markets support

of our total revenues
results largely

to

48%

in

2007

from

43%
of

in

200a

This increase
ertising

in

portion

of our revenues
sales

derived

from and

international

from

mcreased acceptance
progress
in

our

ad

programs versions of

increases in our direct our products
in

resources

customer

operations

and our continued

developing

localized

these

international

markets.

Results

of Operations
table

The following

presents our historical

operating

results

as

percentage

of revenues

for the

periods

indicated

Year

Ended December

31
September

Three

Months

Ended December 31

30

2005

2006

2007

200
imaudited

200

Consolidated

Statement of Income

Data 1000% 1000%
39
11

Revenues
Chsts and Cost expenses ofrevcnues

1000%
40

1000%
393 130

1000% 405
13

420

Research
Sales

and dcv elopment

98 76

128

andmarketing
and administrative
to

80

90

88

General

Contribution Total
costs

Google Foundnon

1.5 67.1

and

expenses

66.5 33.5
4.3

69.4 30.6 3.6

68.9
31.1 3.6

70.2 29.8
3.5

Income
Interest

from

operations and other
net

32.9
2.0

income
before

Income

income

taxes

34.9

37.8

342
25.3%

34.7

33.3

Net income

23.9%

20%

25.2%

25.0%

43

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