Bond Goggle Inc. 3.375% ( US38259PAD42 ) in USD

Goggle Inc.

100 % ▲

United States

US38259PAD42 ( in USD )

3.375% per year ( payment 2 times a year)

25/02/2024 - Bond has expired

Prospectus brochure of the bond Google Inc US38259PAD42 in USD 3.375%, expired

2 000 USD

146 307 000 USD

38259PAD4

AA+ ( High grade - Investment-grade )

N/A

Google LLC is a multinational technology company specializing in Internet-related services and products, including online advertising technologies, search, cloud computing, software, and hardware.

The Bond issued by Goggle Inc. ( United States ) , in USD, with the ISIN code US38259PAD42, pays a coupon of 3.375% per year.
The coupons are paid 2 times per year and the Bond maturity is 25/02/2024
The Bond issued by Goggle Inc. ( United States ) , in USD, with the ISIN code US38259PAD42, was rated AA+ ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-174228
CALCULATION OF REGISTRATION FEE

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

Registered

Per Unit

Offering Price
Registration Fee (1)
3.375% Notes due 2024
$1,000,000,000 99.983%

$999,830,000
$128,778.10

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
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Prospectus Supplement
(To Prospectus dated May 16, 2011)

3.375% Notes due 2024

We are offering $1,000,000,000 of our 3.375% notes due 2024. The notes will mature on February 25, 2024. Interest on the
notes will accrue from February 25, 2014 and be payable on February 25 and August 25 of each year, beginning on August 25, 2014.
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 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.

See "Risk Factors" beginning on page S-4 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.

Per note
Total

Public Offering Price (1)

99.983%
$999,830,000
Underwriting Discounts

0.45%
$ 4,500,000
Proceeds to Google (1)

99.533%
$995,330,000

(1) Plus accrued interest, if any, from February 25, 2014.
The notes will not be listed on any securities exchange. Currently, there is no public trading market for the notes.
We 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 February 25, 2014.

Joint Book-Running Managers

Co-Managers
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BNP PARIBAS

Credit Suisse
Barclays

Citigroup

Deutsche Bank Securities
HSBC

J.P. Morgan

RBS
UBS Investment Bank

Wells Fargo Securities

The date of this prospectus supplement is February 20, 2014.
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TABLE OF CONTENTS

Prospectus Supplement

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

Risk Factors
S-4

Use of Proceeds
S-6

Capitalization
S-7

Description of the Notes
S-8

Certain United States Federal Tax Considerations
S-14
Underwriting
S-16
Legal Matters
S-20
Experts
S-20
Prospectus

About This Prospectus
ii

Forward-Looking Statements
ii

Google Inc.
1

Risk Factors
1

Use of Proceeds
1

Ratio of Earnings to Fixed Charges
1

Description of Debt Securities
2

Description of Capital Stock
7

Description of Warrants
12

Plan of Distribution
14

Legal Matters
17

Experts
17

Information Incorporated by Reference
18

Where You Can Find More Information
18

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.

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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.
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 1-888-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 Google Inc. and the securities, 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.

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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 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 either (1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407
of Regulation S-K promulgated by the SEC or (2) 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, 2013, filed with the SEC on February 12, 2014;

and

·
Our Current Reports on Form 8-K, filed with the SEC on January 13, 2014, January 29, 2014, January 30, 2014 (excluding

Item 2.02) and February 4, 2014.
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 described in paragraph (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or
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:
Google Inc.
1600 Amphitheatre Parkway
Mountain View, California 94043
(650) 253-0000
Email: [email protected]

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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 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 operations. The words
"believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect" and similar expressions are intended to identify
forward-looking statements.
We have based these forward-looking statements largely on our current expectations and projections about future events and
financial trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term
business operations and objectives, and financial needs. These forward-looking statements involve risks, uncertainties and
assumptions related to: the intense competition we face; failure to innovate and provide products and services that are useful to users;
our ongoing investment in new business strategies and new products, services and technologies; our dependence on advertising
revenues; decline in our revenue growth rate and downward pressure on our operating margin in the future; increased regulatory
scrutiny that may negatively impact our business; legal proceedings that may result in adverse outcomes; failure to maintain and
enhance our brand; and other risks, uncertainties and assumptions included in our periodic reports and in other documents that we file
with the SEC.
In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this prospectus
may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking
statements. These statements are based on information available to us on the date hereof, and we assume no obligation to update any
such forward-looking statements.
Although we undertake no obligation to revise or update any forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law, you are advised to consult any additional disclosures we make in
our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC. See
"Where You Can Find More Information."

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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 Annual Report on Form 10-K for the year ended
December 31, 2013 and in the other documents that we subsequently file with the SEC.
Google Inc.
Google is a global technology leader focused on improving the ways people connect with information. We aspire to build
products and provide services that improve the lives of billions of people globally. Our mission is to organize the world's
information and make it universally accessible and useful. Our innovations in web search and advertising have made our website
a top internet property and our brand one of the most recognized in the world. We generate revenue primarily by delivering
relevant, cost-effective online advertising. Businesses use our AdWords and AdSense programs to promote their products and
services with advertising on both Google-owned properties and publishers' sites across the web. Our business is primarily
focused around the following key areas: search and display advertising, the Android operating system platform, consumer content
through Google Play, enterprise, commerce and hardware products.
We were incorporated in California in September 1998 and reincorporated in Delaware in August 2003. Our headquarters
are located at 1600 Amphitheatre Parkway, Mountain View, California 94043, and our telephone number is (650) 253-0000. We
completed our initial public offering in August 2004 and our Class A common stock is currently listed on the Nasdaq Global
Select Market under the symbol "GOOG." We maintain a number of websites, including www.google.com. The information on, or
accessible through, our websites is not part of this prospectus supplement.
Google® is a registered trademark in the United States and several other countries. All other trademarks, trade names and
service marks appearing in this prospectus are the property of their respective holders.

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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.

Issuer
Google Inc.

Notes Offered
$1,000,000,000 aggregate principal amount of 3.375% notes due 2024 (the
"notes").

Maturity Dates
The notes will mature on February 25, 2024.

Interest Rate
The notes will bear interest at a rate of 3.375% per year.

Interest Payment Dates
Interest will be payable semi-annually in arrears for the notes, on February 25
and August 25 of each year, beginning on August 25, 2014.

Optional Redemption
We may redeem the notes at our option, at any time in whole or from time to
time in part, at 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 (exclusive of interest
accrued to 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 10 basis points.

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

redeemed to the date of redemption.

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

· 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 $994 million, after deducting underwriting discounts and
our offering expenses for general corporate purposes, including for the possible
repayment of the $1.0 billion principal amount of our 1.250% notes due 2014.
See "Use of Proceeds."

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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 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 a separate CUSIP number
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.

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-4 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.

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