Court Exhibit·17 MAR 2020
When to Pay Less and Still Keep the Shelf Space
Sometimes the smartest negotiation move is paying your partners less — if you can redirect that money to win the customers who matter most.
Source document — BC Deal Review: Agenda for Thursday, March 19 — US Carrier RSA Structure · United States v. Google LLC (Search) · 1:20-cv-03010 (DCD), Trial Ex. UPX0293 — DOJ public archive (page 1)
Excerpt · In Michael Murphy's own words
We have one topic scheduled for BC review Thursday: a proposed update to the Revenue Share Agreement (RSA) structure for carriers.
Asks for BC: Approve updated US carrier RSA structure that includes fewer configuration requirements (shift from full search integration to Default Home Screen, or DHS); reduced US carrier revenue share on new devices (no change to installed base); allows exception for Verizon only to allow Yahoo Home mobile app with Bing-powered Yahoo Search bar preloaded on +1 screen (not DHS); and delegation of authority to Platforms & Ecosystems Cross-Functional Deal Review (PEX) to determine how to utilize savings from reduced revenue share. Current plans include volume incentives for premium devices and longer term initiatives to drive Android share.
Rationale in support of deal: Incentive realignment appropriate given current trends whereby US carrier revenue share spend is growing YoY while Android is losing share. Savings from the new RSA structure can self-fund bounties in years 1-2 to drive targeted devices, and be redeployed in year 3+ to help grow the Android ecosystem. Search usage not expected to be materially impacted as long as Google retains placement on DHS. Relaxing configuration requirements to allow preloads of alternative Search apps helps ease regulatory risk and reinforces Google's principle to provide options to users. Carveout for Verizon allows partner to advance their current post-acquisition strategy for distribution of first-party applications across their user base.
1. Core Message
Google is restructuring its revenue-share deals with US carriers. The new structure pays carriers less, but asks for less too — specifically, placement on the Default Home Screen (DHS) instead of "full search integration." The savings get reinvested in volume incentives for premium devices and longer-term Android growth. The memo asks the Business Council (BC) to approve this redesigned deal and hand off execution authority to a cross-functional team called PEX.
2. What the Executive Is Really Thinking
The opening rationale is blunt: "US carrier revenue share spend is growing YoY while Android is losing share." That's the core problem. Google is paying more and getting less. The old deal structure isn't working — spending is rising but the outcome it was supposed to buy (Android market share) is slipping.
The response is a classic spend reallocation. Instead of paying carriers a flat revenue share for broad integration, redirect that money toward specific high-value devices ("volume incentives for premium devices") and ecosystem-building in year three and beyond.
The Verizon carveout adds a second layer of thinking. Verizon gets to preload a Yahoo Search bar (powered by Bing) on a secondary screen — not the home screen. This is a deliberate concession to a specific partner's "post-acquisition strategy." The document frames it as regulatory goodwill too: "relaxing configuration requirements... helps ease regulatory risk."
So two goals at once: fix a broken spend model, and reduce the legal exposure that comes from locking down every screen on every device.
3. Key Management Lessons
Pay for Outcomes, Not Inputs
What it means
The old RSA paid carriers for "full search integration" — a configuration state. The new one pays for placement on the Default Home Screen. That's a shift from paying for a setup to paying for a result (the user sees Google first when they pick up their phone).
Why it matters
Inputs are easy to game. Outcomes are harder to fake. If you pay a partner for a configuration, they give you the configuration. If you pay for actual default placement, you get the thing that drives usage.
MBA Perspective
This is incentive alignment in practice — a core idea in agency theory. The principal (Google) redesigns the contract so the agent (carrier) earns money for doing the thing Google actually needs, not just a proxy for it.
Real-world application
A SaaS company paying resellers a flat fee per deal signed should consider shifting to a share of renewed revenue. That way resellers are incentivized to close customers who actually stay.
When Spend Is Rising and Results Are Falling, Cut the Deal
What it means
The document states Android is "losing share" while revenue share spend grows year-over-year. Those two trends together mean the current deal is inefficient — more cost, worse outcome.
Why it matters
It's easy to keep renewing a deal because it's familiar. The harder discipline is auditing whether each dollar of partner spend is still buying what it once bought.
MBA Perspective
This is a Return on Investment (ROI) discipline applied to distribution strategy. The document doesn't use that term, but the logic is identical: cost is going up, output is going down, so renegotiate.
Real-world application
Any startup paying a channel partner a growing commission should track whether conversion rates and retention from that channel are keeping pace. If not, restructure before the math gets worse.
Use Savings to Win the Customers Who Move the Needle
What it means
The reduced carrier revenue share creates slack in the budget. The plan is to use that slack for "volume incentives for premium devices" — meaning: target the high-end phones where search usage (and ad revenue) is highest.
Why it matters
Not all customers are equal. A dollar spent winning a premium device user likely returns more than the same dollar spread across all devices equally.
MBA Perspective
This is a form of customer segmentation applied to distribution investment. Direct the freed-up budget at the segment with the highest lifetime value.
Real-world application
A founder renegotiating a supplier contract and freeing up margin should decide in advance where that margin goes — not just treat it as profit, but deploy it deliberately toward the highest-leverage growth lever.
Give a Strategic Exception to Keep a Key Partner
What it means
Verizon alone gets a carveout: a Yahoo Search bar powered by Bing can appear on a secondary screen (not the home screen). Every other carrier gets the standard deal.
Why it matters
One-size-fits-all partner deals can cost you relationships with partners who have unique constraints. A targeted exception keeps the relationship without blowing up the broader structure.
MBA Perspective
This is price discrimination and partner segmentation applied to distribution contracts. The core deal holds; one partner gets a defined accommodation that doesn't undermine the main structure.
Real-world application
If your biggest enterprise customer needs a custom integration that no other customer requires, build it — but keep it contractually ring-fenced so it doesn't become the default expectation for every new deal.
Preemptively Create Regulatory Breathing Room
What it means
The document explicitly says that "relaxing configuration requirements to allow preloads of alternative Search apps helps ease regulatory risk." Google is voluntarily reducing exclusivity — and noting that benefit explicitly in the deal rationale.
Why it matters
A company that builds its own regulatory arguments into its deal logic is thinking several steps ahead. The commercial decision and the legal defense become the same document.
MBA Perspective
This is defensive strategy. The deal isn't just commercially better — it's structured so that any future scrutiny of exclusivity practices finds Google already moving in the opposite direction.
Real-world application
Founders building platform businesses should document the ways their policies increase user choice, not just the ways they benefit the platform. That documentation matters if regulators come calling later.
Delegate Execution Once Strategy Is Approved
What it means
The BC is asked to approve the structure, then hand off decision-making on how to deploy the savings to a cross-functional team (PEX). The senior body sets the parameters; the operating team fills them in.
Why it matters
Boards and senior councils that try to manage every implementation detail slow everything down and often make worse tactical calls than the people closer to the deals.
MBA Perspective
This is the principle of separating strategic approval from operational execution. Define the guardrails at the top; delegate the play-calling below.
Real-world application
A founding team approving a new pricing model should set the floor, ceiling, and goals — then let the sales or growth team handle how the discounts actually get structured deal by deal.
4. Strategic Analysis (MBA Style)
Competitive Strategy
Google's competitive logic here is about maintaining default placement — not total exclusivity. The document is explicit: "Search usage not expected to be materially impacted as long as Google retains placement on DHS." That one phrase reveals the actual competitive asset: not the RSA, not the carrier relationship, but the Default Home Screen position. Everything else is negotiable. DHS is not. This is Competitive Moats thinking — the moat is default status, and the deal is engineered to preserve it at lower cost.
Risk Analysis
Two risks are visible in the document. First, financial: carrier revenue share is growing while Android share falls — that's an unsustainable cost curve. Second, regulatory: locking every screen on every carrier device creates legal exposure. The new structure addresses both. Paying less reduces the first risk. Allowing alternative search preloads reduces the second. The Verizon carveout handles a third, smaller risk: losing a major partner's goodwill.
Build vs Buy Analysis
This section is not directly applicable — the document is about a distribution contract, not a build-or-buy investment decision. No acquisition or internal build is discussed.
Market Dynamics
The document reveals a market where default placement on mobile devices is the critical battleground. Carriers have meaningful leverage — they control device configuration at the point of sale. But that leverage has limits: Google is renegotiating the price it pays for that leverage downward, which suggests the carrier's power may be weaker than the previous contract implied, or that Android's competitive position gave Google room to push back.
Long-Term Strategic Implications
If the strategy works, Google pays less per device, concentrates investment on premium devices where returns are highest, and maintains its default search position — while simultaneously creating a paper trail of reduced exclusivity that can be cited in regulatory proceedings. If it fails — if Android share continues declining despite the volume incentives — Google will have reduced its carrier relationships and its search footprint at the same time. The memo doesn't address that downside scenario.
5. Hidden Insights
The document's most telling line is quiet: "Search usage not expected to be materially impacted as long as Google retains placement on DHS." This implies Google has internal data showing that carrier-level "full search integration" — the deeper, more expensive configuration — wasn't actually driving meaningfully more search usage than simple home screen placement. If full integration and home screen placement produce similar search volumes, then full integration was never worth the premium being paid for it. Google may be correcting an overpayment that persisted because nobody ran the comparison rigorously until the Android share decline made cost discipline urgent.
The phrase "self-fund bounties in years 1-2" is also worth noting. It means the deal is designed to be budget-neutral in the near term — the savings pay for the new incentives. This is a politically smart way to present a restructuring: no new budget required, no argument about incremental spend, just a reallocation. That framing makes BC approval easier to obtain.
How this surfaced
- Source type
- Court Exhibit
- Case / record
- United States v. Google LLC (Search)
- Citation
- 1:20-cv-03010 (DCD), Trial Ex. UPX0293 — DOJ public archive
- Date authored
- March 17, 2020
- License
- Public domain
- Original
- View the primary source →
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