Obligation Goggle Inc. 3.625% ( US38259PAB85 ) en USD

Goggle Inc.

100 % ▼

Etats-unis

US38259PAB85 ( en USD )

3.625% par an ( paiement semestriel )

19/05/2021 - Obligation échue

Prospectus brochure de l'obligation Google Inc US38259PAB85 en USD 3.625%, échue

2 000 USD

173 343 000 USD

38259PAB8

AA+ ( Haute qualité )

N/A

Google Inc., renommée Alphabet Inc. en 2015, est une société multinationale américaine spécialisée dans les services et produits liés à Internet, incluant la recherche en ligne, la publicité, le cloud computing et l'intelligence artificielle.

L'Obligation émise par Goggle Inc. ( Etats-unis ) , en USD, avec le code ISIN US38259PAB85, paye un coupon de 3.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/05/2021
L'Obligation émise par Goggle Inc. ( Etats-unis ) , en USD, avec le code ISIN US38259PAB85, a été notée AA+ ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d424b2.htm FILED PURSUANT TO RULE 424(B)(2)
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-174228
CALCULATION OF REGISTRATION FEE

Proposed Maximum Proposed Maximum
Title of Each Class of
Amount To Be
Offering Price Per Aggregate Offering
Amount of
Securities To Be Registered
Registered
Unit
Price
Registration Fee (1)
1.250% Notes due 2014
$1,000,000,000
99.977%
$999,770,000
$116,073
2.125% Notes due 2016
$1,000,000,000
99.454%
$994,540,000
$115,466
3.625% Notes due 2021
$1,000,000,000
99.097%
$990,970,000
$115,052

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due

for this offering is $346,591.
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Prospectus Supplement
(To Prospectus dated May 16, 2011)

$3,000,000,000

Google Inc.

$1,000,000,000 1.250% Notes due 2014
$1,000,000,000 2.125% Notes due 2016
$1,000,000,000 3.625% Notes due 2021

We are offering $1,000,000,000 of our 1.250% notes due 2014, $1,000,000,000 of our 2.125% notes due 2016 and
$1,000,000,000 of our 3.625% notes due 2021. The 2014 notes will mature on May 19, 2014, the 2016 notes will mature on
May 19, 2016 and the 2021 notes will mature on May 19, 2021. Interest on the notes will accrue from May 19, 2011 and be
payable on May 19 and November 19 of each year, beginning on November 19, 2011. 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.

Public Offering
Underwriting
Proceeds to

Price(1)
Discounts
Google(1) (2)
Per 2014 note

99.977%
0.150%
99.827%
Total

$999,770,000
$1,500,000
$998,270,000
Per 2016 note

99.454%
0.350%
99.104%
Total

$994,540,000
$3,500,000
$991,040,000
Per 2021 note

99.097%
0.450%
98.647%
Total

$990,970,000
$4,500,000
$986,470,000
(1) Plus accrued interest, if any, from May 19, 2011.
(2) The underwriters have agreed to reimburse us for certain of our out-of-pocket expenses in connection with this offering.
See "Underwriting" beginning on page S-16.
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 May 19, 2011.

Joint Book-Running Managers
Citi

Goldman, Sachs & Co.
J.P. Morgan
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BofA Merrill Lynch

Credit Suisse
Morgan Stanley

Co-Managers

Barclays Capital

BNP PARIBAS
Deutsche Bank Securities
HSBC

RBS
UBS Investment Bank
Wells Fargo Securities

The Williams Capital Group, L.P.

The date of this prospectus supplement is May 16, 2011.
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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
16
Experts
16
Information Incorporated by Reference
17
Where You Can Find More Information
17
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
authorized anyone to give you any other information, and we take no responsibility for any other information that
others may give 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 this prospectus supplement and 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.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, the
accompanying prospectus, and in any related free writing prospectus we prepare or authorize. We have not authorized anyone
to provide you with information different from that contained in this prospectus supplement. The notes offered under this
prospectus supplement are offered only in jurisdictions where offers and sales are permitted. The information contained in this
prospectus supplement is accurate only as of the date of this prospectus supplement, regardless of the time of delivery of this
prospectus supplement or any sale of the notes.
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, 2010, filed with the SEC on February 11,

2011;

·
The information specifically incorporated by reference into the Annual Report from our definitive proxy statement

on Schedule 14A, filed with the SEC on April 20, 2011;

·
Our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011, filed with the SEC on May 10,

2011; and

·
Our Current Reports on Form 8-K, filed with the SEC on January 20, 2011, January 24, 2011, March 11,

2011, April 8, 2011, April 14, 2011 and April 19, 2011.
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 Quarterly Report on Form 10-Q for the quarter
ended March 31, 2011 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 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
program to promote their products and services with targeted advertising. In addition, the third parties that comprise the
Google Network use our AdSense program to deliver relevant ads that generate revenue and enhance the user experience.
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 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 1.250% notes due 2014 (the
"2014 notes"),

$1,000,000,000 aggregate principal amount of 2.125% notes due 2016 (the
"2016 notes"), and

$1,000,000,000 aggregate principal amount of 3.625% notes due 2021 (the
"2021 notes", and together with 2014 notes and 2016 notes, the "notes").

Maturity Dates
The 2014 notes will mature on May 19, 2014; the 2016 notes will mature
on May 19, 2016; and the 2021 notes will mature on May 19, 2021.

Interest Rate
The 2014 notes will bear interest at a rate of 1.250% per year; the 2016
notes will bear interest at a rate of 2.125% per year; and the 2021 notes will
bear interest at a rate of 3.625% per year.

Interest Payment Dates
Interest will be payable semi-annually in arrears for each of the 2014 notes,
2016 notes and 2021 notes on May 19 and November 19 of each year,
beginning on November 19, 2011.

Optional Redemption
We may redeem the 2014 notes, the 2016 notes, or the 2021 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 5 basis points in the case
of the 2014 notes, plus 7.5 basis points in the case of the 2016 notes, and
plus 10 basis points in the case of the 2021 notes.

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;

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· 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 $2,974 million, after deducting underwriting
discounts and our offering expenses, to repay outstanding commercial
paper and for general corporate purposes. 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 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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