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Google files with SEC for public offering

Mountain View, California-based Google said it would seek to list on either the Nasdaq market or the New York Stock Exchange.
/ Source: The Associated Press

Internet search engine leader Google Inc. filed its long-awaited IPO plans Thursday, thumbing its nose at Wall Street’s traditions even as the company prepares to cash in on its meteoric success.

Without specifying a price per share, Google said it hopes to raise $2.7 billion with an initial public offering that has created the biggest high-tech buzz since the dot-com bubble burst four years ago.

The IPO is expected to give Google a market value of at least $20 billion, creating scores of new Silicon Valley millionaires — including many of the company’s 1,900 employees.

“Feels great!” Google employee Edwina Beaus said as she walked between buildings at the company’s Mountain View headquarters — a hub known as the “Googleplex.”

But even as it prepared to dance with the Wall Street bankers who will take it public, Google warned investors that it won’t take its marching orders from the markets.

“Google is not a conventional company. We do not intend to become one,” co-founders Larry Page and Sergey Brin wrote in an open letter included in the IPO filing.

As expected, Google said the price of its IPO will be determined through an auction designed to give the general public a better chance to buy its stock before the shares begin trading, most likely in late summer or early autumn. IPO shares traditionally have been restricted to an elite group picked by the investment bankers handling the deal.

Google picked two long-established investment bankers — Morgan Stanley and Credit Suisse First Boston — to manage its populist IPO approach.

Although Google’s stock won’t be sold for several more months, the filing represents a significant milestone in the 5½-year-old company’s evolution from a fun-loving startup to a corporate adolescent that will be held more accountable for how it manages its money.

Google has done well so far, according to a filing that shined a light on the privately held company’s finances for the first time.

Depending almost entirely on advertising linked to online searches, Google earned $105.6 million, or 41 cents per share, on revenue of $962 million last year. Google got off to an even better start this year, with a first-quarter profit of $64 million, or 24 cents per share — more than doubling its earnings of $25.8 million, or 10 cents per share, at the same time last year.

By going public, Google will be under greater pressure to produce steady earnings growth — an expectation that some executives say leads to shortsighted management decisions.

As a public company, “you become sharper in some respects, but it also can cause you to make some decisions just so you can show growth from quarter to quarter,” said Steve Berkowtiz, chief executive of Ask Jeeves Inc., a Google rival and business partner.

But Google says it won’t fall into that trap, striving to remain true to the vision of the iconoclastic Page and Brin, former Stanford University graduate students who founded the company in 1998. In one of its first rebellious steps, Google will refuse to project its earnings from quarter to quarter, according to the letter signed by Page and Brin.

“A management team distracted by a series of short-term targets is as pointless as a dieter stepping on a scale every half hour,” they wrote.

Industry veterans, though, doubt Google will be able to buck Wall Street once it goes public.

“After the IPO, they’re going to have to think in terms of predictable quarterly results and momentum,” said Gordon Eubanks, who took software maker Symantec Corp. public in 1989 and now is CEO of Oblix Inc., a security startup. “You have to have a level of predictability and experience to warrant being a public company.”

To insulate themselves from outside pressure, Page and Brin are creating a two-class stock hierarchy designed to give them effective veto power. The company is selling Class A common stock to the public, but Page and Brin will control Class B stock, which will have 10 times the voting power.

The setup is similar to systems used by several major media companies and Berkshire Hathaway Inc., run by stock market sage Warren Buffett.

Thursday’s filing didn’t spell out how large the founders’ stakes will be after the offering, although they are listed as the company’s largest individual shareholders. Both are expected to become billionaires after the IPO. Google paid each man $356,556 in salary and bonuses last year.

The filing also emphasized that both Page, 31, and Brin, 30, intend to remain Google’s hands-on leaders, making all key decisions with CEO Eric Schmidt, a former top executive at Sun Microsystems Inc. and Novell Inc. who joined the company in 2001.

Google is already one of the world’s best-known brands, with an online search engine that processes more than 200 million queries daily.

Despite its rapid success, Google faces an uncertain future as it tries to fend off stiffening competition from two much larger rivals, software giant Microsoft Inc. and Yahoo! Inc., which runs the world’s most popular Web site.

Through February, Google held a 35 percent share of the search engine market, with Yahoo at 30 percent and Microsoft’s MSN at 15 percent, according to comScore Networks, a research firm.