R.R. Donnelley, Printer Contracted By Google, Filed Google 3Q 2012 Earnings With SEC Too Early

Apparently, Google's Leaked Earnings Report Was The Printer's Fault
Google CEO Larry Page holds a press annoucement at Google headquarters in New York on May 21, 2012. Google announced that it will allocate 22,000 square feet of its New York headquarters to CornellNYC Tech university, free of charge for five years and six month or until the university completes its campus in New York. AFP PHOTO/Emmanuel Dunand (Photo credit should read EMMANUEL DUNAND/AFP/GettyImages)
Google CEO Larry Page holds a press annoucement at Google headquarters in New York on May 21, 2012. Google announced that it will allocate 22,000 square feet of its New York headquarters to CornellNYC Tech university, free of charge for five years and six month or until the university completes its campus in New York. AFP PHOTO/Emmanuel Dunand (Photo credit should read EMMANUEL DUNAND/AFP/GettyImages)

By Dan Levine and Ryan Vlastelica

SAN FRANCISCO/NEW YORK (Reuters) - R.R. Donnelley & Sons Co handles thousands of securities filings a year for corporate clients in a routine process that is invisible to most investors. On Thursday Google and its shareholders found out just what happens when that process goes wrong.

Google issued a statement blaming Donnelley, its filing agent, after the Internet search company's quarterly results were released by the U.S. Securities and Exchange Commission hours ahead of schedule.

Earnings were far less than analysts expected and Google shares immediately plunged as much as 10.5 percent, knocking $26 billion off its market capitalization - the equivalent, as it happens, of about 13 R.R. Donnelleys.

It was quickly obvious that a mistake had been made -- the second paragraph of the filing said "PENDING LARRY QUOTE" instead of an actual quote from Google CEO Larry Page -- but it was not clear why.

Within minutes, though, an unknown prankster set up a "PendingLarry" Twitter feed to hypothesize what the missing quote might be. Among the highlights: "Man, our privacy was WAY violated today."

Donnelley shares lost more than 5 percent after Google started pointing the finger. The company did not respond to a call for comment, but issued a statement to CNBC in which it said it was investigating the circumstances of the release.

Best known as a provider of printing services, Donnelley is also the top SEC filing agent in the country, handling more than 75,000 submissions this year as of mid-October, according to SECInfo.com.

Filing agents like Donnelley take paper documents and convert them for submission to the SEC in the appropriate format. The company also owns the filing portal EDGAR Online.

After the first question of "who goofed?" the second one being asked by investors was "can we sue?"

"Everyone is trying to figure out if there's any legal issue with respect to R.R. Donnelley. Google is halted, Donnelley is down big-time on the news since they're allegedly not supposed to have released the information," said Michael Matousek, senior trader at U.S. Global Investors in San Antonio.

But one plaintiffs lawyer who sues companies on behalf of investors said shareholders would not have a claim against either Google or R.R. Donnelley because the earnings disclosure was likely a mistake.

"There's no fraudulent intent here," said Reed Kathrein with Hagens Berman.

R.R. Donnelley may not be entirely off the hook with Google, however. The company could have a negligence claim to recover any additional costs it incurred in responding to the incident, Kathrein said.

Any potential damages against R.R. Donnelley could be limited, though, by the contract between the two companies.

R.R. Donnelley shares were down 1.2 percent at $10.72 in afternoon trading. Google was halted down 9 percent at $687.30.

(Writing by Ben Berkowitz; Editing by Edward Tobin, Gary Hill)

Copyright 2012 Thomson Reuters. Click for Restrictions

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