Bond Alfabet Inc. 3.375% ( US02079KAB35 ) in USD

Issuer Alfabet Inc.
Market price 100 %  ▲ 
Country  United States
ISIN code  US02079KAB35 ( in USD )
Interest rate 3.375% per year ( payment 2 times a year)
Maturity 24/02/2024 - Bond has expired



Prospectus brochure of the bond Alphabet Inc US02079KAB35 in USD 3.375%, expired


Minimal amount 1 000 USD
Total amount 853 693 000 USD
Cusip 02079KAB3
Standard & Poor's ( S&P ) rating AA+ ( High grade - Investment-grade )
Moody's rating Aa2 ( High grade - Investment-grade )
Detailed description Alphabet Inc. is a multinational technology conglomerate holding company, best known for its subsidiary Google, and offering diverse products and services including search, advertising, cloud computing, AI, and hardware.

The Bond issued by Alfabet Inc. ( United States ) , in USD, with the ISIN code US02079KAB35, pays a coupon of 3.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 24/02/2024

The Bond issued by Alfabet Inc. ( United States ) , in USD, with the ISIN code US02079KAB35, was rated Aa2 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Alfabet Inc. ( United States ) , in USD, with the ISIN code US02079KAB35, was rated AA+ ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







Prospectus Filed Pursuant to Rule 424(b)(3)
424B3 1 d49534d424b3.htm PROSPECTUS FILED PURSUANT TO RULE 424(B)(3)
Table of Contents

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-209515
PROSPECTUS
Alphabet Inc.
Offers to Exchange All Outstanding Google Inc. Notes of the Series Specified Below and Solicitation of Consents to
Amend the Related Indenture and Notes


Upon the terms and subject to the conditions set forth in this prospectus (as it may be supplemented and amended from time to time, and
including the annexes hereto, this "prospectus") and the related letter of transmittal and consent (as it may be supplemented and
amended from time to time, the "letter of transmittal and consent"), we are offering to exchange (the "exchange offers") any and all
validly tendered and accepted notes of the following series issued by Google Inc. ("Google") for notes to be issued by us as described, and
for the consideration summarized, in the table below.



Series of Notes Issued
by Google to be
Aggregate
Series of Notes to
Exchanged
Principal
be Issued by Us
Early
Total
(Collectively, the
Amount
(Collectively, the
Exchange
Participation
Consideration
CUSIP No.

"Google Notes")

($mm)
"Alphabet Notes")
Consideration (1)(2) Premium (1)(2)
(1)(2)(3)
Alphabet
Alphabet
Notes
Alphabet Notes
Notes
(principal
(principal
(principal





amount) Cash
amount)

amount) Cash
38259P AB8

3.625% Notes due 2021

$1,000

3.625% Notes due 2021
$970

$2.50
$30

$1,000
$2.50
38259P AD4

3.375% Notes due 2024

$1,000

3.375% Notes due 2024
$970

$2.50
$30

$1,000
$2.50



(1) Consideration per $1,000 principal amount of Google Notes validly tendered and accepted for exchange, subject to any rounding as described herein.

(2) The term "Alphabet Notes" in this column refers, in each case, to the series of Alphabet Notes corresponding to the series of Google Notes of like tenor
and coupon.

(3) Includes the Early Participation Premium payable for Google Notes validly tendered prior to the Early Consent Date described below and not validly
withdrawn.
In exchange for each $1,000 principal amount of Google Notes that is validly tendered prior to 5:00 p.m., New York City time, on April 11,
2016, unless extended (the "Early Consent Date") and not validly withdrawn, holders will be eligible to receive the total exchange
consideration set out in the table above (the "Total Consideration"), which consists of $1,000 principal amount of Alphabet Notes and a
cash amount of $2.50. The Total Consideration includes the early participation premium set out in the table above (the "Early
Participation Premium"), which consists of $30 principal amount of Alphabet Notes of the applicable series. In exchange for each $1,000
principal amount of Google Notes that is validly tendered after the Early Consent Date but prior to the Expiration Date (as defined
below) and not validly withdrawn, holders will be eligible to receive only the exchange consideration set out in the table above (the
"Exchange Consideration"), which is equal to the Total Consideration less the Early Participation Premium and so consists of $970
principal amount of Alphabet Notes and a cash amount of $2.50. Each Alphabet Note issued in exchange for a Google Note will have an
interest rate and maturity date that are identical to the interest rate and maturity date of such tendered Google Note, as well as identical
interest payment dates and optional redemption prices. No accrued but unpaid interest will be paid on the Google Notes in connection
with the exchange offer. However, the first interest payment for each series of Alphabet Notes issued in the exchange will have accrued
from the most recent interest payment date (or the most recent date to which interest has been paid or duly provided for) for such
tendered Google Note.
http://www.sec.gov/Archives/edgar/data/1652044/000119312516533744/d49534d424b3.htm[4/7/2016 4:03:18 PM]


Prospectus Filed Pursuant to Rule 424(b)(3)
The exchange offers will expire immediately following 11:59 p.m., New York City time, on April 25, 2016, unless extended (the "Expiration
Date"). You may withdraw tendered Google Notes at any time prior to the Expiration Date. As of the date of this prospectus, there was
$2,000,000,000 aggregate principal amount of Google Notes outstanding.
Table of Contents

Concurrently with the exchange offers, Google is also soliciting consents (the "consent solicitations") from each holder of the Google Notes, upon the terms
and conditions set forth in this prospectus and the related letter of transmittal and consent, to certain proposed amendments (the "proposed amendments") to
the Indenture, dated as of May 19, 2011 (the "Google Indenture"), between Google and The Bank of New York Mellon Trust Company, N.A., as trustee.
By tendering your Google Notes for exchange, you will be deemed to have validly delivered your consent to the proposed amendments to the Google
Indenture with respect to that specific series, as further described under "The Proposed Amendments." You may not consent to the proposed amendments to
the Google Indenture and the Google Notes without tendering your Google Notes in the appropriate exchange offer and you may not tender your Google
Notes for exchange without consenting to the applicable proposed amendments. You may revoke your consent at any time prior to the Expiration Date by
withdrawing the Google Notes you have tendered.
The consummation of the exchange offers is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed
under "The Exchange Offers and Consent Solicitations--Conditions to the Exchange Offers and Consent Solicitations," including, among other things,
the receipt of valid consents to the proposed amendments from the holders of a majority of the outstanding aggregate principal amount of the applicable
series of Google Notes (the "Requisite Consents"). We may, at our option and in our sole discretion, waive any such conditions except the condition that
the registration statement of which this prospectus forms a part has been declared effective by the U.S. Securities and Exchange Commission (the "SEC"
or the "Commission"). All conditions to the exchange offers must be satisfied or, where permitted, waived, at or by the Expiration Date. The proposed
amendments may become effective with respect to any series of Google Notes for which the Requisite Consents are received or the Requisite Consent
condition has been waived, if necessary.
We plan to issue the Alphabet Notes promptly on or about the second business day following the Expiration Date (the "Settlement Date"), assuming that the
conditions to the exchange offers are satisfied or, where permitted, waived. The Google Notes are not, and the Alphabet Notes will not be, listed on any
securities exchange.


An investment in the Alphabet Notes involves risks. Prior to participating in any of the exchange offers and consenting to the proposed amendments,
please see the sections entitled "Risk Factors" beginning on page 20 of this prospectus and beginning on page 6 of our Annual Report on Form 10-K for
the year ended December 31, 2015 incorporated by reference herein for a discussion of the risks that you should consider in connection with your
investment in the Alphabet Notes.


Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.


None of Alphabet Inc. ("Alphabet"), Google, Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner & Smith Incorporated or Wells Fargo Securities, LLC, the dealer managers for the exchange offers and solicitation agents for the consent
solicitations (the "dealer managers"), D.F. King & Co., Inc., the exchange agent and information agent for the exchange offers and consent solicitations (the
"exchange agent" or the "information agent"), or the trustee under the Google Indenture or the Alphabet Indenture (as defined below), or any other person
makes any recommendation as to whether holders of any series of Google Notes should exchange their Google Notes in the exchange offers or deliver
consents to the proposed amendments to the Google Indenture and that series of Google Notes.


The dealer managers for the exchange offers and solicitation agents for consent solicitations are:


Lead Dealer Manager
Morgan Stanley
Co-Dealer Managers

BofA Merrill Lynch
Citigroup
J.P. Morgan
Wells Fargo Securities
The date of this prospectus is April 7, 2016
Table of Contents
http://www.sec.gov/Archives/edgar/data/1652044/000119312516533744/d49534d424b3.htm[4/7/2016 4:03:18 PM]


Prospectus Filed Pursuant to Rule 424(b)(3)
TABLE OF CONTENTS



Page


Page
ABOUT THIS PROSPECTUS

ii
THE PROPOSED AMENDMENTS

36
CAUTIONARY STATEMENT REGARDING
DESCRIPTION OF ALPHABET NOTES

38
FORWARD LOOKING STATEMENTS

ii
CERTAIN U.S. FEDERAL INCOME TAX
SUMMARY


1
CONSEQUENCES

47
RISK FACTORS

20
LEGAL MATTERS

52
USE OF PROCEEDS

24
EXPERTS

52
THE EXCHANGE OFFERS AND CONSENT
WHERE YOU CAN FIND MORE INFORMATION

52
SOLICITATIONS

25
DESCRIPTION OF DIFFERENCES BETWEEN THE
GOOGLE NOTES AND THE ALPHABET NOTES

35


i
Table of Contents
ABOUT THIS PROSPECTUS
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.
No person is authorized to give any information or to make any representations other than those contained or incorporated by reference in this
prospectus. We and the dealer managers take no responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. This prospectus is not an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction where it is
unlawful. The delivery of this prospectus will not, under any circumstances, create any implication that there has been no change in our affairs
since the date of this prospectus or that the information contained or incorporated by reference is correct as of any time subsequent to the date of
such information. Our business, financial condition, results of operations and prospects may have changed since those dates.
This prospectus is part of a registration statement that we have filed with the SEC. Prior to making any decision with respect to the exchange
offers and consent solicitations, you should read this prospectus and any amendment or supplement thereto, together with the documents
incorporated by reference herein or therein, the registration statement, the exhibits thereto and the additional information described under the
heading "Where You Can Find More Information."
CAUTIONARY STATEMENT REGARDING FORWARD LOOKING STATEMENTS
This prospectus and any amendment or supplement thereto, including the documents incorporated by reference into this prospectus and any
amendment or supplement thereto, includes forward-looking statements made within the meaning of Section 27A of the Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (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

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
http://www.sec.gov/Archives/edgar/data/1652044/000119312516533744/d49534d424b3.htm[4/7/2016 4:03:18 PM]


Prospectus Filed Pursuant to Rule 424(b)(3)

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 increase of costs related to hedging activities under our foreign exchange risk management program;

ii
Table of Contents
·
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 fluctuate in the future;


·
our continued investments in international markets;


·
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 pursuant to the holding company reorganization and the associated

disclosure implications;


·
the expected timing and amount of Alphabet Inc.'s stock repurchase;


·
our intention to align our capital structure so that debt is held at the holding company level;
as well as other statements regarding our future operations, financial condition and prospects, and business strategies. These forward-looking
statements also include all statements other than statements of historical facts contained or incorporated by reference in this prospectus, including
statements regarding our future financial position, business strategy and the plans and objectives of management for future 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.
These forward-looking statements are based on current expectations and assumptions 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, including in the section captioned "Risk Factors,"
in our Annual Report on Form 10-K for the year ended December 31, 2015, 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 forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law or by the rules and regulations of the SEC. You are advised, however, to consult any further disclosures we
make on related subjects in our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K and our other
filings with the SEC.
"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.

iii
http://www.sec.gov/Archives/edgar/data/1652044/000119312516533744/d49534d424b3.htm[4/7/2016 4:03:18 PM]


Prospectus Filed Pursuant to Rule 424(b)(3)
Table of Contents
SUMMARY
This summary highlights some of the information in this prospectus. It may not contain all of the information that is important to you. To
understand the exchange offers and consent solicitations fully, you should carefully read this prospectus and any amendment or supplement
thereto, together with the documents incorporated by reference herein or therein, the registration statement, the exhibits thereto and the
additional information described under the heading "Where You Can Find More Information." We have included references to other portions
of this prospectus to direct you to a more complete description of the topics presented in this summary. You should also read "Risk Factors" in
this prospectus as well as "Item 1A. Risk Factors" incorporated by reference into this prospectus from our Annual Report on Form 10-K for
the year ended December 31, 2015 for more information about important risks that you should consider before making an investment decision
with respect to any of the exchange offers and consent solicitations.
THE COMPANY
Alphabet is a collection of businesses, the largest of which is 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.


1
Table of Contents
QUESTIONS AND ANSWERS ABOUT THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS

Q:
Why is Alphabet Making the Exchange Offers and Consent Solicitations?

A: Alphabet is conducting the exchange offers to simplify its capital structure, centralize its reporting obligations and to give existing
holders of Google Notes the option to obtain securities issued by Alphabet Inc. We are conducting the consent solicitations to
eliminate substantially all of the restrictive covenants in the Google Indenture, including the merger covenant and the reporting
covenant and make certain conforming changes to the Google Indenture to reflect the proposed amendments. Although the

proposed amendments would delete the company reporting covenant, Google has ceased reporting pursuant to Section 13 or 15(d)
of the Exchange Act in any case and, accordingly, stand-alone information regarding Google will no longer be publicly available.
Completion of the exchange offers and consent solicitations is expected to ease administration of the Company's consolidated
indebtedness.

Q:
What will I Receive if I Tender my Google Notes in the Exchange Offers and Consent Solicitations?
http://www.sec.gov/Archives/edgar/data/1652044/000119312516533744/d49534d424b3.htm[4/7/2016 4:03:18 PM]


Prospectus Filed Pursuant to Rule 424(b)(3)

A: Upon the terms and subject to the conditions of the exchange offers described in this prospectus and the letter of transmittal and
consent, for each Google Note that is validly tendered prior to 11:59 p.m., New York City time, on April 25, 2016 (the "Expiration
Date"), and not validly withdrawn, you will be eligible to receive an Alphabet Note of the applicable series (as designated in the
table below), which will accrue interest at the same annual interest rate, have the same interest payment dates, same optional
redemption prices and same maturity date as the Google Note for which it was exchanged. Specifically, (i) in exchange for each

$1,000 principal amount of Google Notes that is validly tendered prior to 5:00 p.m., New York City time, on April 11, 2016, unless
extended (the "Early Consent Date"), and not validly withdrawn, holders will be eligible to receive the Total Consideration, which
consists of $1,000 principal amount of Alphabet Notes and a cash amount of $2.50, and includes the Early Participation Premium,
which consists of $30 principal amount of Alphabet Notes, and (ii) in exchange for each $1,000 principal amount of Google Notes
that is validly tendered after the Early Consent Date but prior to the Expiration Date, and not validly withdrawn, holders will
receive only the Exchange Consideration, which consists of $970 principal amount of Alphabet Notes and a cash amount of $2.50.
The Alphabet Notes will be issued under and governed by the terms of the Alphabet Indenture (as defined below) described under
"The Exchange Offers and Consent Solicitations." The Alphabet Notes will be issued only in denominations of $2,000 and integral
multiples of $1,000 in excess thereof. See "Description of Alphabet Notes--Principal, Maturity and Interest." If Alphabet would be
required to issue an Alphabet Note in a denomination other than $2,000 or a whole multiple of $1,000, Alphabet will, in lieu of
such issuance:


·
issue an Alphabet Note in a principal amount that has been rounded down to the nearest lesser whole multiple of $1,000; and


·
pay a cash amount equal to:

·
the difference between (i) the principal amount of the Alphabet Notes to which the tendering holder would otherwise

be entitled and (ii) the principal amount of the Alphabet Note actually issued in accordance with this paragraph; plus


·
accrued and unpaid interest on the principal amount representing such difference to the Settlement Date.
Except as otherwise set forth above: (i) instead of receiving a payment for accrued interest on Google Notes that you exchange, the
Alphabet Notes you receive in exchange for those Google Notes will accrue interest from (and including) the most recent interest
payment date on those Google Notes and (ii) no accrued but unpaid interest will be paid with respect to Google Notes tendered for
exchange.


2
Table of Contents
By tendering your Google Notes for exchange, you will be deemed to have validly delivered your consent to the proposed
amendments to the Google Indenture with respect to that specific series, as further described under "The Proposed Amendments."
You may not consent to the proposed amendments to the Google Indenture without tendering your Google Notes in the appropriate
exchange offer, and you may not tender your Google Notes for exchange without consenting to the applicable proposed
amendments. The proposed amendments may become effective with respect to any series of Google Notes for which the Requisite
Consents are received or the Requisite Consent condition has been waived, if necessary. You may revoke your consent at any time
prior to the Expiration Date by withdrawing the Google Notes you have tendered.

Series of Notes Issued by Google to
Series of Notes to be Issued by
be Exchanged (Collectively, the
Alphabet (Collectively, the
"Google Notes")

"Alphabet Notes")
3.625% Notes due 2021

3.625% Notes due 2021
3.375% Notes due 2024

3.375% Notes due 2024

Q:
What are the Proposed Amendments?

A: The proposed amendments will eliminate substantially all of the restrictive covenants in the Google Indenture, including the merger

covenant and the reporting covenant and make certain conforming changes to the Google Indenture to reflect the proposed
amendments.
With respect to each series of Google Notes, if the Requisite Consents have been received prior to the Expiration Date, assuming
http://www.sec.gov/Archives/edgar/data/1652044/000119312516533744/d49534d424b3.htm[4/7/2016 4:03:18 PM]


Prospectus Filed Pursuant to Rule 424(b)(3)
all other conditions of the exchange offers and consent solicitations are satisfied or, where permitted, waived, as applicable, all of
the sections or provisions listed below under the Google Indenture for that series of Google Notes will be deleted:


·
Section 6.04 of the Google Indenture--Merger, Consolidation and Sale of Assets


·
Section 10.02 of the Google Indenture--Reports by the Company
Company Reporting Covenant. Although the proposed amendments would delete Section 10.02 of the Google Indenture--Reports
by the Company, Google has ceased reporting pursuant to Section 13 or 15(d) of the Exchange Act in any case and, accordingly, it
will not file periodic reports or information with the SEC, the trustee or any holders of the Google Notes.
Conforming Changes, etc. The proposed amendments would amend the Google Indenture to make certain conforming or other
changes to the Google Indenture, including modification or deletion of certain definitions and cross-references.
The elimination or modification of the restrictive covenants contemplated by the proposed amendments would, among other things,
permit Google and its subsidiaries to take actions that could be adverse to the interests of the holders of the outstanding Google
Notes. See "Description of Differences Between the Alphabet Notes and the Google Notes," "The Exchange Offers and Consent
Solicitations," "The Proposed Amendments" and "Description of Alphabet Notes."

Q:
What are the Consequences of not Participating in the Exchange Offers and Consent Solicitations Prior to the Early Consent
Date?

A: Upon the terms and subject to the conditions of the exchange offers, holders that fail to tender their Google Notes (and thereby
failed to deliver valid and unrevoked consents) prior to the Early Consent Date but who do so prior to the Expiration Date and do

not validly withdraw their Google Notes before the Expiration Date will be eligible to receive the Exchange Consideration, which
consists of $970


3
Table of Contents
principal amount of Alphabet Notes and a cash amount of $2.50, but not the Early Participation Premium, which would consist of

an additional $30 principal amount of Alphabet Notes.

Q:
What are the Consequences of Not Participating in the Exchange Offers and Consent Solicitations at All?

A: If you do not exchange your Google Notes for Alphabet Notes in the exchange offers, you will not receive the benefit of having
Alphabet Inc. as the obligor of your notes. In addition, if the proposed amendments to the Google Indenture have been adopted with
respect to your Google Notes (because the Requisite Consents have been received prior to the Expiration Date or the Requisite
Consent condition has been met or, where permitted, waived, as applicable), the proposed amendments will apply to the Google
Notes of such series that are not acquired in the exchange offers, even though the holders of those Google Notes did not consent to
the proposed amendments. Thereafter, all such Google Notes will be governed by the Google Indenture as amended by the proposed

amendments, which will have less restrictive terms and afford reduced protections to the holders of those securities compared to
those terms and protections currently in the Google Indenture or applicable to the Alphabet Notes, which may adversely affect the
trading price of the unexchanged Google Notes. For example, the proposed amendments to the Google Indenture would, among
other things, eliminate the merger covenant that sets forth certain requirements that must be met for Google to consolidate, merge,
sell all or substantially all of its assets (including the transfer of any assets to Alphabet as part of Alphabet's holding company
structure) and eliminate the reporting covenant.
The trading market for any remaining Google Notes may also be more limited than it is at present, and the smaller outstanding
principal amount may make the trading price of the Google Notes that are not tendered and accepted more volatile. Consequently,
the liquidity, market value and price of Google Notes that remain outstanding may be materially and adversely affected. Therefore,
if your Google Notes are not tendered and accepted in the applicable exchange offer, it may become more difficult for you to sell
or transfer your unexchanged Google Notes. In addition, although the proposed amendments would delete the reporting covenant,
Google has ceased reporting pursuant to Section 13 or 15(d) of the Exchange Act in any case and, accordingly, it will not file
periodic reports or information with the SEC, the trustee or any holders of the Google Notes.
http://www.sec.gov/Archives/edgar/data/1652044/000119312516533744/d49534d424b3.htm[4/7/2016 4:03:18 PM]


Prospectus Filed Pursuant to Rule 424(b)(3)
See "Risk Factors--Risks Related to the Exchange Offers and the Consent Solicitations--The proposed amendments to the Google
Indenture will afford reduced protection to remaining holders of Google Notes."

Q:
How do the Google Notes Differ from the Alphabet Notes to be Issued in the Exchange Offers?

A: The Google Notes are the obligations solely of Google and are governed by the Google Indenture. The Alphabet Notes will be the
obligations solely of Alphabet and will be governed by the Alphabet Indenture. There are no other differences between the material

terms of the Google Indenture (before giving effect to the proposed amendments) and the Alphabet Indenture. See "Description of
Differences Between the Alphabet Notes and the Google Notes."
Additionally, each Alphabet Note issued in exchange for a Google Note will have an interest rate and maturity date that are
identical to the interest rate and maturity date of such tendered Google Note, as well as identical interest payment dates and
optional redemption prices and will accrue interest from and including the most recent interest payment date of such tendered
Google Note.

Q:
What will be the Ranking of the Alphabet Notes?

A: The Alphabet Notes will be unsecured general obligations of Alphabet and will rank equally with each other and with all other

unsubordinated indebtedness of Alphabet from time to time outstanding. The Alphabet Notes will be effectively subordinated to
any secured indebtedness of Alphabet to the extent


4
Table of Contents
of the value of the assets securing such indebtedness. At December 31, 2015, Alphabet Inc. on a standalone basis had no secured
indebtedness outstanding. We intend to align our capital structure so that debt is held at the holding company level. In January
2016, Alphabet's board of directors authorized the company to issue up to $5.0 billion of commercial paper from time to time and

to enter into a $4.0 billion credit facility to replace Google's existing credit facility. For more information, please see
"Management's Discussion and Analysis of Financial Condition and Results of Operations--Capital Resources and Liquidity" in
our Annual Report on Form 10-K for the year ended December 31, 2015.
The Alphabet Notes offered will also be structurally subordinated to all existing and future liabilities of any of our subsidiaries
(including any Google Notes not exchanged for Alphabet Notes and any other indebtedness or obligations of Google) and any
subsidiaries that we may in the future acquire or establish. As of December 31, 2015, Google had unused letters of credit of
approximately $752 million and no outstanding balance under its credit facility, approximately $3.0 billion in long-term debt
(including the Google Notes and Google's 2.125% Notes due 2016, which mature on May 19, 2016) and $2.2 billion of
commercial paper and capital lease borrowing debts (including $2.0 billion of Google commercial paper that matured at various
dates through February 2016). As of December 31, 2015, the Alphabet Notes would have been structurally subordinated to such
existing third-party debt. See "Risk Factors--Risks Related to the Alphabet Notes--Holders of the Alphabet Notes will be
structurally subordinated to our subsidiaries' third-party indebtedness and obligations" and "Description of Alphabet Notes--
Ranking" in this prospectus and "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 II, Item 8 of
Alphabet Inc.'s Annual Report on Form 10-K for the year ended December 31, 2015, which is incorporated by reference into this
prospectus.

Q:
Will the Alphabet Notes be Eligible for Listing on an Exchange?

A: The Alphabet Notes will not be listed on any securities exchange. There can be no assurance as to the development or liquidity of

any market for the Alphabet Notes. See "Risk Factors--Risks Related to the Alphabet Notes--Active trading markets may not
develop for the Alphabet Notes."

Q:
What Consents are Required to Effect the Proposed Amendments to the Google Indenture and Consummate the Exchange
Offers?
http://www.sec.gov/Archives/edgar/data/1652044/000119312516533744/d49534d424b3.htm[4/7/2016 4:03:18 PM]


Prospectus Filed Pursuant to Rule 424(b)(3)

A: In order for the proposed amendments to the Google Indenture to be adopted with respect to a series of Google Notes, holders of a
majority in aggregate principal amount of the outstanding Google Notes of the series affected by the proposed amendments must

consent to them, and those consents must be received and not withdrawn prior to the Expiration Date for the exchange offer as it
relates to such series.

Q:
May I Tender my Google Notes in the Exchange Offers without Delivering a Consent in the Consent Solicitations?

A: No. By tendering your Google Notes of a series for exchange, you will be deemed to have validly delivered your consent to the
proposed amendments to the Google Indenture with respect to that specific series, as further described under "The Proposed

Amendments." You may not consent to the proposed amendments to the Google Indenture and the Google Notes without tendering
your Google Notes in the appropriate exchange offer and you may not tender your Google Notes for exchange without consenting
to the applicable proposed amendments.


5
Table of Contents
Q:
May I Tender Only a Portion of the Google Notes that I Hold?

A: Yes. You may tender only a portion of the Google Notes that you hold provided that tenders of Google Notes (and corresponding

consents thereto) will be accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
You may also tender notes of one series of Google Notes but not the other series.

Q:
What are the Conditions to the Exchange Offers and Consent Solicitations?

A: The consummation of the exchange offers and consent solicitations is subject to, and conditional upon, the satisfaction or, where
permitted, waiver of the conditions discussed under "The Exchange Offers and Consent Solicitations--Conditions to the Exchange
Offers and Consent Solicitations," including, among other things, the receipt of the Requisite Consents. We may, at our option and

in our sole discretion, waive any such conditions except the condition that the registration statement of which this prospectus forms
a part has been declared effective by the Commission. All conditions to the exchange offers must be satisfied or, where permitted,
waived, at or by the Expiration Date. The proposed amendments may become effective with respect to any series of Google Notes
for which the Requisite Consents are received or the Requisite Consent condition has been waived, if necessary.

Q:
Will Alphabet Accept all Tenders of Google Notes?

A: Subject to the satisfaction or, where permitted, waiver of the conditions to the exchange offers, we will accept for exchange any
and all Google Notes that (i) have been validly tendered in the exchange offers before the Expiration Date and (ii) have not been

validly withdrawn before the Expiration Date (provided that tender of Google Notes (and corresponding consents thereto) will be
accepted only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof).

Q:
What will Alphabet do with the Google Notes Accepted for Exchange in the Exchange Offers?


A: The Google Notes surrendered in connection with the exchange offers and accepted for exchange will be retired and cancelled.

Q:
When will Alphabet Issue the Alphabet Notes and Pay the Cash Consideration?

A: Assuming the conditions to the exchange offers are satisfied or, where permitted, waived, Alphabet will issue the Alphabet Notes

in book-entry form and pay the cash consideration promptly on or about the second business day following the Expiration Date.

Q:
Will I be Paid the Accrued and Unpaid Interest on my Google Notes Accepted for Exchange on the Settlement Date?

A: No, such interest will not be paid in cash on the Settlement Date but rather the Alphabet Notes received in exchange for the
http://www.sec.gov/Archives/edgar/data/1652044/000119312516533744/d49534d424b3.htm[4/7/2016 4:03:18 PM]


Prospectus Filed Pursuant to Rule 424(b)(3)
tendered Google Notes will accrue interest from (and including) the most recent date to which interest has been paid on those

Google Notes; provided, that interest will only accrue with respect to the aggregate principal amount of Alphabet Notes you
receive, which will be less than the principal amount of Google Notes you tendered for exchange if you tender your Google Notes
after the Early Consent Date.

Q:
When will the Proposed Amendments to the Google Indenture Become Operative?

A: If we receive the Requisite Consents with respect to a series of Google Notes before the Expiration Date, then, on or after the

Expiration Date, the supplemental indenture for the proposed amendments


6
Table of Contents
with respect to such series will be duly executed and delivered by Google and the trustee and such supplemental indenture will
become effective upon its execution and delivery. However, the proposed amendments to the Google Indenture with respect to such

series will not become operative until after the issuance of the Alphabet Notes of the applicable series and the payment of the cash
consideration payable pursuant to the relevant exchange offer on the Settlement Date.

Q:
When will the Exchange Offers Expire?

A: Each exchange offer will expire immediately following 11:59 p.m., New York City time, on April 25, 2016, unless we, in our sole

discretion, extend the exchange offer, in which case the Expiration Date will be the latest date and time to which such exchange
offer is extended. See "The Exchange Offers and Consent Solicitations--Expiration Date; Extensions; Amendments."

Q:
Can I withdraw my Google Notes After I Tender them? Can I Revoke the Consent Related to my Google Notes after I Deliver
it?

A: Tenders of Google Notes may be validly withdrawn (and the related consents to the proposed amendments may be revoked) at any

time prior to the Expiration Date.
Following the Expiration Date, tenders of Google Notes may not be validly withdrawn unless Alphabet is otherwise required by
law to permit withdrawal. In the event of termination of an exchange offer, the Google Notes tendered pursuant to such exchange
offer will be promptly returned to the tendering holders. See "The Exchange Offers and Consent Solicitations--Procedures for
Consenting and Tendering--Withdrawal of Tenders and Revocation of Corresponding Consents."

Q:
How do I Exchange my Google Notes if I am a Beneficial Owner of Google Notes Held in Certificated form by a Custodian Bank,
Depositary, Broker, Trust Company or Other Nominee? Will the Record Holder Exchange my Google Notes for me?

A: Currently, all of the Google Notes are held in book-entry form and can only be tendered through the applicable procedures of The
Depository Trust Company ("DTC"). If your Google Notes are held by a broker, dealer, commercial bank, trust company or other
nominee, such nominee may take no action with regard to the exchange offers and consent solicitations unless you provide such
nominee with instructions to tender your Google Notes on your behalf. See "The Exchange Offers and Consent Solicitations--

Procedures for Consenting and Tendering--Google Notes Held Through a Nominee." However, if any Google Notes are
subsequently issued in certificated form and are held of record by a broker, dealer, commercial bank, trust company or other
nominee and you wish to tender the securities in the exchange offers, you should contact that institution promptly and instruct the
institution to tender on your behalf.
Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its
own earlier deadlines for participation in the exchange offers and consent solicitations. Accordingly, beneficial owners wishing to
participate in the exchange offers and consent solicitations should contact their broker, dealer, commercial bank, trust company or
other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in
the exchange offers and consent solicitations.
http://www.sec.gov/Archives/edgar/data/1652044/000119312516533744/d49534d424b3.htm[4/7/2016 4:03:18 PM]


Document Outline