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ITEM 5.
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MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Our Class A common stock has been listed on the Nasdaq Global Select Market under the symbol GOOG since August 19, 2004. Prior to
that time, there was no public market for our stock. The following table sets forth for the indicated periods the high and low sales prices per share for our Class A common stock on the Nasdaq Global Select Market.
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Fiscal Year 2007 Quarters Ended:
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High
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Low
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March 31, 2007
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$
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513.00
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$
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437.00
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June 30, 2007
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534.99
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452.12
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September 30, 2007
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571.79
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480.46
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December 31, 2007
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747.24
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569.61
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Fiscal Year 2006 Quarters Ended:
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High
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Low
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March 31, 2006
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$
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475.11
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$
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331.55
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June 30, 2006
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450.72
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360.57
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September 30, 2006
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427.89
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363.36
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December 31, 2006
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513.00
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398.19
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Our Class B common stock is neither listed nor traded.
Holders of Record
As of January 31, 2008, there
were approximately 2,776 stockholders of record of our Class A common stock, and the closing price of our Class A common stock was $564.30 per share as reported by the Nasdaq Global Select Market. Because many of our shares of Class A
common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. As of January 31, 2008, there were approximately 111 stockholders
of record of our Class B common stock.
Dividend Policy
We have never declared or paid any cash dividend on our common stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.
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Stock Performance Graph
This performance graph shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference into any
filing of Google under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
The following graph shows a comparison from August 19, 2004 (the date our Class A common stock commenced trading on the Nasdaq Global Select Market) through December 31, 2007 of the cumulative total
return for our Class A common stock, The Nasdaq Composite Index, the RDG Internet Composite Index and the S&P 500 Index. Such returns are based on historical results and are not intended to suggest future performance. Data for The Nasdaq
Composite Index, the RDG Internet Composite Index and the S&P 500 Index assume reinvestment of dividends. We have never paid dividends on our Class A common stock and have no present plans to do so.
COMPARISON OF 40 MONTH CUMULATIVE TOTAL RETURN*
Among Google Inc., The S & P 500 Index, The NASDAQ Composite Index
And The RDG Internet Composite Index
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*
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$100 invested on 8/19/04 in stock or on 7/31/04 in index-including reinvestment of dividends. Fiscal year ending December 31.
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Copyright
©
2008, Standard & Poors, adivision of The McGraw-Hill Companies, Inc. All rights reserved. www.researchdatagroup.com/S&P.htm
The stock price performance included in this graph is not necessarily indicative of future stock price performance.
35
Purchases of Equity Securities by Google
Pursuant to the terms of our 1998 Stock Plan, 2000 Stock Plan, 2003 Stock Plan, 2003 Stock Plan (No. 2), 2003 Stock Plan (No. 3), 2004 Stock Plan and
equity incentive plans assumed through acquisitions (collectively referred to as our Stock Plans), options may typically be exercised prior to vesting. We have the right to repurchase unvested shares from service providers upon their
termination, and it is generally our policy to do so. The following table provides information with respect to purchases made by us of shares of our common stock during the three-month period ended December 31, 2007:
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Period
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Total Number of Shares
Purchased (1)
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Average Price
Paid per
Share
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Total Number of Shares
Purchased as
Part of
Publicly Announced
Plans or Programs
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Maximum Number (or
Approximate Dollar
Value) of Shares that
May Yet Be Purchased
Under the Plans
or
Programs
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October 1 31
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$
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November 1 30
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401
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$
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0.30
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December 1 31
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$
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Total
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401
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$
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0.30
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(1)
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All shares were originally purchased from us by employees pursuant to exercises of unvested stock options. During the months listed above, we routinely repurchased the shares from
our service providers upon their termination of employment pursuant to our right to repurchase unvested shares at the original exercise price under the terms of our Stock Plans and the related stock option agreements.
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Results of Googles Transferable Stock Option Program
Under our transferable stock option (TSO) program, which we launched in April 2007, eligible employees are able to sell vested stock options to participating financial institutions in an online auction as an alternative to exercising
options in the traditional method and then selling the underlying shares. The following table provides information with respect to sales by our employees of TSOs during the three-month period ended December 31, 2007:
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Aggregate Amounts
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Weighted-Average Per Share Amounts
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Period (1)
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Number of Shares
Underlying
TSOs Sold
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Sale
Price of
TSOs Sold
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TSO
Premium (2)
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Exercise
Price of
TSOs Sold
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Sale
Price of
TSOs Sold
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TSO
Premium (2)
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(in thousands)
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(in thousands)
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October 1 31
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216,659
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$
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92,586
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$
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5,480
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$
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262.22
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$
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427.33
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$
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25.29
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November 1 30
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167,813
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$
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68,642
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$
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6,982
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$
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330.54
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$
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409.04
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$
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41.61
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December 1 31
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Total (except weighted-average amounts)
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384,472
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$
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161,228
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$
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12,462
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$
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292.04
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$
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419.35
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$
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32.41
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(1)
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The TSO program is generally active during regular NASDAQ trading hours when Googles trading window is open. However, we have the right to suspend the TSO program at any time
for any reason, including for maintenance and other technical reasons.
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(2)
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TSO premium is calculated as the difference between (a) the sale price of the TSO and (b) the intrinsic value of the TSO, which we define as the excess, if any, of the
price of our Class A common stock at the time of the sale over the exercise price of the TSO.
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36