Obligation Alfabet Inc. 1.998% ( US02079KAC18 ) en USD

Alfabet Inc.

97.6973 % ▼

Etats-unis

US02079KAC18 ( en USD )

1.998% par an ( paiement semestriel )

15/08/2026

Prospectus brochure de l'obligation Alphabet Inc US02079KAC18 en USD 1.998%, échéance 15/08/2026

2 000 USD

2 000 000 000 USD

02079KAC1

AA+ ( Haute qualité )

Aa2 ( Haute qualité )

15/08/2025 ( Dans 31 jours )

Alphabet Inc. est une société holding américaine dont la filiale principale est Google, opérant dans divers secteurs tels que la publicité en ligne, la recherche sur le web, le cloud computing, les logiciels et les dispositifs matériels.

L'Obligation émise par Alfabet Inc. ( Etats-unis ) , en USD, avec le code ISIN US02079KAC18, paye un coupon de 1.998% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/08/2026

L'Obligation émise par Alfabet Inc. ( Etats-unis ) , en USD, avec le code ISIN US02079KAC18, a été notée Aa2 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Alfabet Inc. ( Etats-unis ) , en USD, avec le code ISIN US02079KAC18, a été notée AA+ ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Filed Pursuant to Rule 424(b)(2)
424B2 1 d164314d424b2.htm FILED PURSUANT TO RULE 424(B)(2)
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-209510
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Proposed Maximum
Title of Each Class of Securities To Be
Amount To Be
Offering Price Per
Aggregate Offering
Amount of
Registered

Registered

Unit

Price

Registration Fee (1)
1.998% Notes due 2026

$2,000,000,000

97.919%

$1,958,380,000

$197,208.87

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Prospectus Supplement
(To Prospectus dated February 12, 2016)
$2,000,000,000
Alphabet Inc.
$2,000,000,000 1.998% Notes due 2026

We are offering $2,000,000,000 of our 1.998% notes due 2026 (the "notes"). The notes will mature on August 15, 2026. Interest on the notes will
accrue from August 9, 2016 and be payable on February 15 and August 15 of each year, beginning on February 15, 2017. We may redeem the notes
in whole or in part at any time or from time to time at the redemption prices described under the heading "Description of the Notes--Optional
Redemption" in this prospectus supplement.
The notes will be our senior unsecured obligations and will rank equally with our other unsecured and unsubordinated indebtedness from time to
time outstanding. The notes will be structurally subordinated to all existing and future indebtedness and other obligations of our subsidiaries.

See "Risk Factors" beginning on page S-6 for a discussion of certain risks that should be considered in
connection with an investment in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or determined that
this prospectus supplement or the accompanying prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Public Offering
Underwriting
Proceeds to

Price (1)

Discounts

Alphabet (1)

Per note

97.919%

0.40%

97.519%
Total

$1,958,380,000
$ 8,000,000
$1,950,380,000

(1)
Plus accrued interest, if any, from August 9, 2016.
The notes will not be listed on any securities exchange. Currently, there is no public trading market for the notes.
The underwriters expect to deliver the notes to investors through the book-entry delivery system of The Depository Trust Company and its direct
participants, including Euroclear Bank and Clearstream, on or about August 9, 2016, which will be the fifth business day from the date of pricing
of the notes (this settlement cycle is referred to as "T+5"). See "Underwriting (Conflicts of Interest)."
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Filed Pursuant to Rule 424(b)(2)

Joint Book-Running Managers

J.P. Morgan

Morgan Stanley
Citigroup Credit Suisse
Goldman, Sachs & Co.

Wells Fargo Securities

Co-Managers

Barclays

BNP PARIBAS

Deutsche Bank Securities

HSBC
Lebenthal

Loop Capital Markets

Mischler Financial Group, Inc.

The Williams Capital Group, L.P.

The date of this prospectus supplement is August 2, 2016.
Table of Contents
TABLE OF CONTENTS

Prospectus Statement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-ii
INFORMATION INCORPORATED BY REFERENCE
S-iii
FORWARD-LOOKING STATEMENTS
S-iv
SUMMARY
S-1
THE OFFERING
S-2
RATIO OF EARNINGS TO FIXED CHARGES
S-5
RISK FACTORS
S-6
USE OF PROCEEDS
S-8
CAPITALIZATION
S-9
DESCRIPTION OF THE NOTES
S-10
MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS
S-16
UNDERWRITING (CONFLICTS OF INTEREST)
S-18
LEGAL MATTERS
S-23
EXPERTS
S-23
Prospectus

ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

1
ALPHABET INC.

3
RISK FACTORS

3
USE OF PROCEEDS

3
RATIO OF EARNINGS TO FIXED CHARGES

4
DESCRIPTION OF DEBT SECURITIES

5
DESCRIPTION OF CAPITAL STOCK

10
DESCRIPTION OF WARRANTS

18
PLAN OF DISTRIBUTION

20
LEGAL MATTERS

23
EXPERTS

23
INFORMATION INCORPORATED BY REFERENCE

23
WHERE YOU CAN FIND MORE INFORMATION

24
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Filed Pursuant to Rule 424(b)(2)
We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying
prospectus and in any related free writing prospectus we prepare or authorize. We have not and the underwriters have not authorized
anyone to provide you with any other information, and we and the underwriters take no responsibility for any other information that
others may provide you. If you are in a jurisdiction where offers to sell, or solicitations of offers to purchase, the notes offered by this
document are unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this
document does not extend to you. The information contained in this document speaks only as of the date of this document, unless the
information specifically indicates that another date applies.

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering of the notes and also
adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference into the accompanying
prospectus. The second part, the accompanying prospectus, gives more general information about us and the securities we may offer from time to
time under our shelf registration statement, some of which may not apply to this offering of the notes. If the description of this offering of the notes
in the accompanying prospectus is different from the description in this prospectus supplement, you should rely on the information contained in
this prospectus supplement.
You should read this prospectus supplement, the accompanying prospectus, the documents incorporated by reference into this prospectus
supplement and the accompanying prospectus, and the additional information described under "Where You Can Find More Information" and
"Information Incorporated by Reference" in this prospectus supplement before deciding whether to invest in the notes offered by this prospectus
supplement.
You should not consider any information in this prospectus supplement or the accompanying prospectus to be investment, legal or tax advice. You
should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of any
of the notes offered by this prospectus supplement.
References in this prospectus to "Alphabet," the "Company," "we," "us," and "our" refer to Alphabet Inc. and its consolidated subsidiaries, unless
otherwise stated or the context so requires.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with the Securities and Exchange Commission (the "SEC"). You may read and
copy any materials we file at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-
SEC-0330 for further information about the Public Reference Room. The SEC also maintains an internet website at www.sec.gov that contains
periodic and current reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC.
This prospectus supplement is part of a registration statement that we filed with the SEC using a "shelf" registration process under the Securities
Act of 1933, as amended (the "Securities Act"), relating to the securities to be offered. This prospectus supplement does not contain all of the
information set forth in the registration statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC. For
further information with respect to Alphabet Inc. and the notes, reference is hereby made to the registration statement. The registration statement,
including the exhibits thereto, may be inspected at the Public Reference Room maintained by the SEC at the address set forth above. Statements
contained herein concerning any document filed as an exhibit are not necessarily complete, and, in each instance, reference is made to the copy of
such document filed as an exhibit to the registration statement. Each such statement is qualified in its entirety by such reference.

S-ii
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INFORMATION INCORPORATED BY REFERENCE
The rules of the SEC allow us to incorporate by reference information into this prospectus supplement. The information incorporated by reference
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Filed Pursuant to Rule 424(b)(2)
is considered to be a part of this prospectus supplement, and information that we file later with the SEC will automatically update and supersede
this information. This prospectus supplement incorporates by reference the documents listed below (other than portions of these documents that are
furnished under applicable SEC rules rather than filed and exhibits furnished in connection with such items):

·
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on February 11, 2016 (the "2015 Annual
Report");

·
Our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2015, filed with the SEC on March 29, 2016;

·
Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016, filed with the SEC on May 3, 2016;

·
Portions of the Company's Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 29, 2016 that are incorporated by
reference into Part III of the Company's 2015 Annual Report; and

·
Our Current Reports on Form 8-K, filed with the SEC on April 12, 2016, April 21, 2016 (Item 8.01 and Exhibit 99.2 only), April 27, 2016,
May 3, 2016, June 10, 2016, June 29, 2016 and July 28, 2016 (Item 8.01 and Exhibit 99.2 only).
All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), after the date of this prospectus supplement and prior to the termination of this offering will be deemed to be
incorporated by reference in this prospectus supplement and to be part hereof from the date of filing of such reports and other documents.
However, we are not incorporating by reference any information provided in these documents that is furnished under applicable SEC rules rather
than filed and exhibits furnished in connection with such items.
Any statement made in this prospectus supplement, the accompanying prospectus or in a document incorporated by reference in this prospectus
supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this
prospectus supplement or in any other subsequently filed document that is also incorporated by reference in this prospectus supplement modifies or
supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of
this prospectus supplement.
You may obtain copies of any of these filings from us as described below, through the SEC or through the SEC's internet website as described
above. Documents incorporated by reference are available without charge, excluding all exhibits unless an exhibit has been specifically
incorporated by reference into this prospectus supplement, by requesting them from our Investor Relations department, at the following address:
Alphabet Inc.
1600 Amphitheatre Parkway
Mountain View, California 94043
(650) 253-0000
Email: [email protected]

S-iii
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein or therein, include
forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking
statements include, among other things, statements regarding:

· the growth of our business and revenues and our expectations about the factors that influence our success and trends in our business;

· our plans to continue to invest in new businesses, products and technologies, systems, facilities, and infrastructure, to continue to hire

aggressively and provide competitive compensation programs, as well as to continue to invest in acquisitions;

· seasonal fluctuations in internet usage and advertiser expenditures, traditional retail seasonality and macroeconomic conditions, which

are likely to cause fluctuations in our quarterly results;

· the potential for declines in our revenue growth rate;

· our expectation that growth in advertising revenues from our websites will continue to exceed that from our Google Network

Members' websites, which will have a positive impact on our operating margins;

· our expectation that we will continue to take steps to improve the relevance of the ads we deliver and to reduce the number of

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Filed Pursuant to Rule 424(b)(2)
accidental clicks;

· fluctuations in the rate of change in revenue and revenue growth, as well as the rate of change in paid clicks and average cost-per-click

and various factors contributing to such fluctuations;

· our belief that our foreign exchange risk management program will not fully offset our net exposure to fluctuations in foreign currency

exchange rates;

· the expected variability of costs related to hedging activities under our foreign exchange risk management program;

· our expectation that our cost of revenues, research and development expenses, sales and marketing expenses, and general and

administrative expenses will increase in dollars and may increase as a percentage of revenues;

· our potential exposure in connection with pending investigations, proceedings, and other contingencies;

· our expectation that our traffic acquisition costs will increase in the future;

· our expectation that our other income (loss), net, will fluctuate in the future as it is largely driven by market dynamics;

· estimates of our future compensation expenses;

· fluctuations in our effective tax rate;

· the sufficiency of our sources of funding;

· our payment terms to certain advertisers, which may increase our working capital requirements;

· fluctuations in our capital expenditures;

· our expectations related to the new operating structure implemented in October 2015 pursuant to the holding company reorganization;
as well as all statements other than statements of historical facts contained in this prospectus supplement, the accompanying prospectus and the
documents incorporated by reference herein or therein, including statements regarding our future financial position, business strategy and the plans
and objectives of management for future

S-iv
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operations. The words "will," "will continue," "will likely result," "may," "could," "likely," "ongoing," "continue," "anticipate," "estimate,"
"predict," "expect," "project," "intend," "plan," "believe," "anticipate," "target," "forecast," "goal," "objective," "aim," and other words and terms
of similar meaning are intended to identify forward-looking statements.
We have based these forward-looking statements on our current expectations and projections about future events and financial trends that are
subject to risks and uncertainties, which could cause our actual results to differ materially and adversely from those reflected in the forward-
looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this prospectus
supplement and the accompanying prospectus, including in the sections captioned "Risk Factors," in our 2015 Annual Report, and in particular, the
risks discussed in the sections captioned "Note About Forward-Looking Statements" and "Item 1A. Risk Factors," and those discussed in other
documents we file with the SEC. In light of these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on forward-
looking statements.
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise,
except as required by law or the rules and regulations of the SEC. You are advised, however, to consult any additional disclosures we make in our
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and in our other filings with the SEC. See "Where
You Can Find More Information."
"Alphabet," "Google" and other trademarks of ours appearing in this prospectus are our property. This prospectus and the documents incorporated
by reference in this prospectus contain additional trade names and trademarks of other companies. We do not intend our use or display of other
companies' trade names or trademarks to imply an endorsement or sponsorship of us by such companies, or any relationship with any of these
companies.

S-v
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Filed Pursuant to Rule 424(b)(2)
Table of Contents
SUMMARY
This summary highlights information contained elsewhere in this prospectus supplement and does not contain all of the information you
should consider in making your investment decision. You should read this summary together with the more detailed information included
elsewhere in, or incorporated by reference into, this prospectus supplement and the accompanying prospectus, including our financial
statements and the related notes. You should carefully consider, among other things, the matters discussed in "Risk Factors" included in our
2015 Annual Report and in the other documents that we subsequently file with the SEC.
Alphabet Inc.
Alphabet is a collection of businesses, the largest of which is Google Inc. ("Google"). Alphabet also includes businesses that we combine as
Other Bets and generally are far afield of our main Internet products such as Verily, Calico, X, Nest, GV, Google Capital and Access/Google
Fiber. Our Alphabet structure is about helping businesses within Alphabet operate as separate Alphabet subsidiaries and prosper through strong
leaders and independence.
At Google, our innovations in search and advertising have made our website widely used and our brand one of the most recognized in the
world. We generate revenues primarily by delivering online advertising that consumers find relevant and that advertisers find cost-effective.
Google's core products such as Search, Android, Maps, Chrome, YouTube, Google Play and Gmail each have over one billion monthly active
users. Google's vision is to remain a place of incredible creativity and innovation that uses our technical expertise to tackle big problems. Our
Other Bets are also making important strides in their industries, and our goal is for them to become thriving, successful businesses in the long
term.
We were incorporated under the laws of the State of Delaware in July 2015. In October 2015, we implemented a holding company
reorganization in which we became the successor registrant to our wholly-owned subsidiary, Google. Our headquarters are located at 1600
Amphitheatre Parkway, Mountain View, California 94043, and our telephone number is (650) 253-0000. Our Class C Capital Stock and Class
A Common Stock are listed on The NASDAQ Global Select Market under the symbols "GOOG" and "GOOGL" respectively. We maintain a
number of websites, including www.abc.xyz. The information on, or accessible through, our websites is not part of this prospectus supplement
or the accompanying prospectus.

S-1
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THE OFFERING
The summary below describes the principal terms of the notes. Certain of the terms described below are subject to important limitations and
exceptions. The "Description of the Notes" section of this prospectus supplement and the "Description of Debt Securities" section of the
accompanying prospectus contain a more detailed description of the terms of the notes. For purposes of this description, references to the
"Company," "we," "our" and "us" refer only to Alphabet Inc. and not to its subsidiaries.

Issuer
Alphabet Inc.

Notes Offered
$2,000,000,000 aggregate principal amount of 1.998% notes due 2026 (the "notes").

Maturity Dates
The notes will mature on August 15, 2026.

Interest Rate
The notes will bear interest at a rate of 1.998% per year.

Interest Payment Dates
Interest will be payable semi-annually in arrears for the notes on February 15 and
August 15 of each year, beginning on February 15, 2017.
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Optional Redemption
We may redeem the notes at our option, at any time in whole or from time to time in
part, at the applicable redemption prices. If we redeem the notes prior to May 15, 2026
(three months prior to their maturity date), we will pay a redemption price equal to the
greater of:

· 100% of the principal amount of the notes being redeemed; or

· the sum of the present values of the remaining scheduled payments of principal and
interest on the notes to be redeemed that would be due if such notes matured on
May 15, 2026 (exclusive of interest accrued to, but not including, the date of

redemption) discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at a rate equal to the sum of the
applicable Treasury Rate (as defined in this prospectus supplement) plus 12.5 basis
points.

We will also pay the accrued and unpaid interest on the principal amount being

redeemed to, but not including, the date of redemption.

If we redeem the notes on or after May 15, 2026 (three months prior to their maturity

date), we will pay a redemption price equal to 100% of the principal amount of the notes
to be redeemed plus accrued interest to, but not including, the redemption date.

Ranking
The notes will rank:

· equal in right of payment to all of our other senior unsecured indebtedness;

· senior in right of payment to all of our subordinated indebtedness;

· effectively subordinated in right of payment to our secured obligations, to the extent

of the assets securing such obligations; and

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· structurally subordinated in right of payment to all of our subsidiaries' obligations

(including secured and unsecured obligations).

Use of Proceeds
We intend to use the net proceeds from the sale of the notes, which we estimate will be
approximately $1,948 million, after deducting underwriting discounts and estimated
offering expenses, for general corporate purposes, including the repayment of
outstanding commercial paper. See "Use of Proceeds."

Denominations
The notes will be issued in minimum denominations of $2,000 and multiples of $1,000
in excess thereof.

Form of Notes
We will issue the notes in the form of one or more fully registered global notes
registered in the name of the nominee of The Depository Trust Company ("DTC").
Investors may elect to hold the interests in the global notes through any of DTC,
Clearstream Banking, S.A. or Euroclear Bank S.A./N.V., as described under the heading
"Description of the Notes--Book-Entry; Delivery and Form."

Further Issuances
We may, without the consent of the holders, "re-open" the notes and, subject to certain
tax limitations, issue additional notes on terms identical in all respects to the outstanding
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notes offered by this prospectus supplement (except for the date of issuance, the date
interest begins to accrue and, in certain circumstances, the first interest payment date),
as described under "Description of the Notes--General"; provided that the additional
notes will have one or more separate CUSIP numbers unless: (i) the additional notes and
the outstanding notes of the original series are treated as part of the same "issue" of debt
instruments for U.S. federal income tax purposes, (ii) the additional notes are issued
pursuant to a "qualified reopening" of the outstanding notes of the original series for
U.S. federal income tax purposes or (iii) the additional notes are, and the outstanding
notes of the original series were, issued without original issue discount for U.S. federal
income tax purposes. These additional notes, together with the notes offered by this
prospectus supplement, will form a single series with and increase the aggregate
principal amount of the series under the indenture.

Risk Factors
You should consider carefully all the information set forth and incorporated by reference
in this prospectus supplement and the accompanying prospectus and, in particular, you
should evaluate the specific factors set forth under the heading "Risk Factors" beginning
on page S-6 of this prospectus supplement, as well as the other information contained or
incorporated herein by reference, before investing in any of the notes offered hereby.

Governing Law
New York.

Trustee
The Bank of New York Mellon Trust Company, N.A.

S-3
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Conflicts of Interest
Certain of the underwriters or their affiliates may hold a portion of the commercial paper
that we may repay using the net proceeds from the offering. We understand that if an
underwriter and its affiliates were to receive more than 5 percent of the net proceeds, the
underwriter would be required to conduct its distribution of the notes in accordance with
Rule 5121 of the Financial Industry Regulatory Authority, Inc. ("FINRA"). See "Use of
Proceeds" and "Underwriting (Conflicts of Interest)--Conflicts of Interest."

S-4
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RATIO OF EARNINGS TO FIXED CHARGES
Alphabet's ratio of earnings to fixed charges for each of the five years in the period ended December 31, 2015 and the three months ended
March 31, 2016 is set forth below. For the purpose of computing these ratios, "earnings" consists of income before provision for income taxes
and cumulative effect of a change in accounting principles, plus fixed charges (excluding capitalized interest). "Fixed charges" consists of
interest expense (which includes amortization of debt issue costs), capitalized interest and a portion of rentals deemed to be interest.

Year Ended December 31,
Three Months Ended

2011 2012 2013 2014 2015
March 31, 2016

Ratio of Earnings to Fixed Charges (1)
68x 63x 63x 57x 57x
54x
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(1)
On October 2, 2015, Google implemented a holding company reorganization pursuant to which Google became a direct, wholly-owned
subsidiary of Alphabet. Upon completion of the holding company reorganization, Alphabet became a successor to Google for purposes of
Rule 12g-3(a) of the Exchange Act. As a result, Google's ratio of earnings to fixed charges is equivalent to Alphabet's ratio of earnings
to fixed charges.

S-5
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RISK FACTORS
An investment in the notes involves certain risks. You should carefully consider the risk factors described under "Risk Factors" in our 2015
Annual Report, as well as the other information included or incorporated by reference in this prospectus supplement and the accompanying
prospectus, before making an investment decision. Additional risks and uncertainties not now known to us or that we now deem immaterial may
also adversely affect our business or financial performance. Our business, financial condition, results of operations or cash flows could be
materially adversely affected by any of these risks. The market or trading price of the notes could decline due to any of these risks or other factors,
and you may lose all or part of your investment.
In addition to the foregoing risks relating to us, the following are additional risks relating to an investment in the notes.
The notes are unsecured and are effectively subordinated to our secured debt.
The notes are our unsecured general obligations. Holders of our secured indebtedness, if any, will have claims that are prior to your claims as
holders of the notes, to the extent of the assets securing such indebtedness. Thus, in the event of a bankruptcy, liquidation, dissolution,
reorganization or similar proceeding, our pledged assets would be available to satisfy obligations of our secured indebtedness before any payment
could be made on the notes. To the extent that such assets cannot satisfy in full our secured indebtedness, the holders of such indebtedness would
have a claim for any shortfall that would rank equally in right of payment with the notes. In any of the foregoing events, we cannot assure you that
there will be sufficient assets to pay amounts due on the notes. As a result, holders of the notes may receive less, ratably, than holders of our
secured indebtedness. As of June 30, 2016, Alphabet Inc. on a standalone basis had no secured indebtedness outstanding.
The notes are structurally subordinated to the existing and future liabilities of our subsidiaries.
We conduct most of our operations through our subsidiaries, which are separate and distinct legal entities from us. The notes are exclusively our
obligations and are not guaranteed by our subsidiaries, which have no obligation to pay any amounts due on the notes or to provide us with funds to
meet our payment obligations on the notes, whether in the form of dividends, distributions, loans or other payments. Our subsidiaries are not
prohibited from incurring additional debt or other liabilities, including senior indebtedness, or from issuing equity interests that have priority over
our interests in the subsidiaries. Consequently, the notes are structurally subordinated to all existing and future liabilities of any of our subsidiaries
and any subsidiaries that we may in the future acquire or establish. As of June 30, 2016, Google had approximately $0.5 billion in long-term debt
and capital lease borrowing debts. As of June 30, 2016, the notes would have been structurally subordinated to such existing third-party debt. If
our subsidiaries were to incur additional debt or liabilities or to issue equity interests that have priority over our interests in our subsidiaries, our
ability to pay our obligations on the notes could be adversely affected.
In addition, any payment of dividends, loans or advances by our subsidiaries could be subject to statutory or contractual restrictions. Payments to us
by our subsidiaries will also be contingent upon the subsidiaries' earnings and business considerations. Our right to receive any assets of any of our
subsidiaries upon their bankruptcy, liquidation or reorganization, and therefore the right of the holders of the notes to participate in those assets,
will be effectively subordinated to the claims of that subsidiary's creditors, including trade creditors. In addition, even if we are a creditor of any of
our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our
subsidiaries senior to that held by us. See "Management's Discussion and Analysis of Financial Condition and Results of Operations--Capital
Resources and Liquidity" and Note 4 of the Notes to Consolidated Financial Statements included in Part I, Item 1 of our Quarterly Report on Form
10-Q for the quarter ended March 31, 2016, which is incorporated by reference into this prospectus supplement.

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The terms of the indenture and the notes provide only limited protection against significant corporate events and other actions we may take
that could adversely impact your investment in the notes.
While the indenture and the notes contain terms intended to provide protection to the holders of the notes upon the occurrence of certain events
involving significant corporate transactions, such terms are limited and may not be sufficient to protect your investment in the notes.
The indenture for the notes does not:

·
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity;

·
limit our ability to incur indebtedness that is secured, senior to or equal in right of payment to the notes, or to engage in sale/leaseback
transactions;

·
restrict our subsidiaries' ability to issue securities or otherwise incur indebtedness that would be senior to our equity interests in our
subsidiaries and therefore rank effectively senior to the notes;

·
restrict our ability to repurchase or prepay any other of our securities or other indebtedness;

·
restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock, capital
stock or other securities ranking junior to the notes;

·
restrict our ability to enter into highly leveraged transactions; or

·
require us to repurchase the notes in the event of a change in control.
As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the indenture and the notes do not
restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events that could have an
adverse impact on your investment in the notes.
Our credit ratings may not reflect all risks of your investments in the notes.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated changes in our
credit ratings will generally affect the market value of the notes. These credit ratings may not reflect the potential impact of risks relating to the
structure or marketing of the notes. Agency ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at
any time by the issuing organization. Each agency's rating should be evaluated independently of any other agency's rating.
If an active trading market does not develop for the notes, you may be unable to sell your notes or to sell your notes at a price that you deem
sufficient.
The notes are a new issue of securities for which there currently is no established trading market. We do not intend to apply for listing of the notes
on any securities exchange or for quotation of the notes in any automated dealer quotation system. Although certain of the underwriters have
informed us that they currently intend to make a market in the notes after we complete the offering, they have no obligation to do so and may
discontinue making a market at any time without notice. No assurance can be given:

·
that a market for the notes will develop or continue;

·
as to the liquidity of any market that does develop; or

·
as to your ability to sell any notes you may own or the price at which you may be able to sell your notes.
Redemption may adversely affect your return on the notes.
We have the right to redeem some or all of the notes prior to maturity. We may redeem the notes at times when prevailing interest rates may be
relatively low. Accordingly, you may not be able to reinvest the amount received upon a redemption in a comparable security at an effective
interest rate as high as that of the notes.

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