Google announces an unusual stock split

The company's proposal effectively amounts to a 2-for-1 split, unveiled as quarterly profit and revenue climb higher.

By Benzinga Apr 12, 2012 6:26PM

By Scott Rubin, Benzinga Staff Writer


Google (GOOG) beat analyst estimates on income but slightly missed on revenue for its fiscal first quarter, and unveiled Thursday an unusual plan to split its stock to preserve its corporate governance.


In what amounts to a 2-for-1 stock split, Google said it will create a new class of stock, Class C, that won't have any voting power. Anyone who owns a share of Google's existing Class A or Class B stock will automatically receive a share of the new Class C. The new class of shares will trade under a different ticker symbol.


The setup is engineered to preserve the voting power of Google's founders.


The stock proposal was announced as Google reported a first-quarter profit of $2.89 billion, or $8.75 a share, from $1.8 billion, or $5.51 a share, a year earlier.


Excluding one-time charges and other items, Google's profit was $3.33 billion, or $10.08 per share, compared with $2.64 billion, or $8.08 per share, a year earlier. This easily beat Wall Street estimates of $9.65 per share.


Revenue for the quarter came in at $10.65 billion, a 24% increase over $8.58 billion a year earlier. After backing out traffic acquisition costs, revenue amounted $8.14 billion, just missing Wall Street expectations of $8.15 billion. Traffic acquisition costs rose to $2.51 billion from $2.04 billion a year earlier.


Investors didn't seem too troubled by the stock split. Google shares were initially up about 1% in after-hours trading, but fell back later to approach Thursday's close of $651.01.


Google said that its board had unanimously approved the stock split. The move will be up for a shareholder vote at the company's annual meeting in June, but since the founders already control the majority of voting power, it's virtually guaranteed to pass.


In a statement, Google founders Larry Page and Sergey Brin explained the reasoning behind the move:


These shares will be distributed via a stock dividend to all existing stockholders: the owner of each existing share will receive one new share of the non-voting stock, giving investors twice the number of shares they had before. It's effectively a two-for-one stock split -- something many of our investors have long asked us for. These non-voting shares will be available for corporate uses, like equity-based employee compensation, that might otherwise dilute our governance structure.


We recognize that some people, particularly those who opposed this structure at the start, won't support this change -- and we understand that other companies have been very successful with more traditional governance models. But after careful consideration with our board of directors, we have decided that maintaining this founder-led approach is in the best interests of Google, our shareholders and our users. Having the flexibility to use stock without diluting our structure will help ensure we are set up for success for decades to come.


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3Comments
Apr 13, 2012 11:01AM
Apr 13, 2012 12:40PM
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I bet the employees will like it, Getting stock option paper that has no dividend and no voting power is going to make this a real valuable asset.
Apr 12, 2012 11:43PM
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That's all presuming Google's dominance of advertising and marketing revenue survives for decades to come. It hasn't worked out too well for AOL and Yahoo has it. Oh, well maybe they'll go down the tubes with Spain and the other pending socialistic failures.
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