PROSPECTUS SUPPLEMENT
(To Prospectus dated February 4, 2019)
$10,000,000,000
Alphabet
Inc.
$1,000,000,000 0.450% Notes due 2025
$1,000,000,000 0.800% Notes due 2027
$2,250,000,000 1.100% Notes due 2030
$1,250,000,000 1.900% Notes due 2040
$2,500,000,000 2.050% Notes due 2050
$2,000,000,000 2.250% Notes due 2060
We are offering $1,000,000,000
aggregate principal amount of our 0.450% notes due 2025 (the 2025 Notes), $1,000,000,000 aggregate principal amount of our 0.800% notes due 2027 (the 2027 Notes), $2,250,000,000 aggregate principal amount of our 1.100% notes
due 2030 (the 2030 Notes), $1,250,000,000 aggregate principal amount of our 1.900% notes due 2040 (the 2040 Notes), $2,500,000,000 aggregate principal amount of our 2.050% notes due 2050 (the 2050 Notes and,
together with the 2025 Notes and the 2030 Notes, the Sustainability Notes) and $2,000,000,000 aggregate principal amount of our 2.250% notes due 2060 (the 2060 Notes and, together with the 2025 Notes, the 2027 Notes, the 2030
Notes, the 2040 Notes and the 2050 Notes, the notes). The 2025 Notes will mature on August 15, 2025, the 2027 Notes will mature on August 15, 2027, the 2030 Notes will mature on August 15, 2030, the 2040 Notes will mature
on August 15, 2040, the 2050 Notes will mature on August 15, 2050 and the 2060 Notes will mature on August 15, 2060. Interest on the notes will accrue from August 5, 2020 and be payable on February 15 and August 15 of
each year, beginning on February 15, 2021. 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 NotesOptional 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-5 for a
discussion of certain risks that should be considered in connection with an investment in the notes.
Neither the Securities and Exchange Commission
(the SEC) 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
Price (1)
|
|
|
Underwriting
Discounts
|
|
|
Proceeds to
Alphabet (1)
|
|
Per 2025 Note
|
|
|
99.901
|
%
|
|
|
0.350
|
%
|
|
|
99.551
|
%
|
Total
|
|
$
|
999,010,000
|
|
|
$
|
3,500,000
|
|
|
$
|
995,510,000
|
|
Per 2027 Note
|
|
|
99.660
|
%
|
|
|
0.375
|
%
|
|
|
99.285
|
%
|
Total
|
|
$
|
996,600,000
|
|
|
$
|
3,750,000
|
|
|
$
|
992,850,000
|
|
Per 2030 Note
|
|
|
99.726
|
%
|
|
|
0.400
|
%
|
|
|
99.326
|
%
|
Total
|
|
$
|
2,243,835,000
|
|
|
$
|
9,000,000
|
|
|
$
|
2,234,835,000
|
|
Per 2040 Note
|
|
|
99.371
|
%
|
|
|
0.750
|
%
|
|
|
98.621
|
%
|
Total
|
|
$
|
1,242,138,000
|
|
|
$
|
9,375,000
|
|
|
$
|
1,232,763,000
|
|
Per 2050 Note
|
|
|
99.155
|
%
|
|
|
0.875
|
%
|
|
|
98.280
|
%
|
Total
|
|
$
|
2,478,875,000
|
|
|
$
|
21,875,000
|
|
|
$
|
2,457,000,000
|
|
Per 2060 Note
|
|
|
99.007
|
%
|
|
|
0.875
|
%
|
|
|
98.132
|
%
|
Total
|
|
$
|
1,980,140,000
|
|
|
$
|
17,500,000
|
|
|
$
|
1,962,640,000
|
|
(1)
|
Plus accrued interest, if any, from August 5, 2020, if settlement occurs after that date.
|
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 5, 2020, which will be the second business day from the date of pricing of the notes (this settlement cycle is referred to as T+2). See Underwriting.
Joint Book-Running Managers
|
|
|
|
|
Goldman Sachs & Co. LLC
|
|
J.P. Morgan
|
|
Morgan Stanley
|
|
|
|
|
|
|
|
BofA Securities
|
|
Barclays
|
|
BNP PARIBAS
|
|
Citigroup
|
Deutsche Bank Securities
|
|
HSBC
|
|
Mizuho Securities
|
|
RBC Capital Markets
|
SOCIETE GENERALE
|
|
TD Securities
|
|
US Bancorp
|
|
Wells Fargo Securities
|
Co-Managers
|
|
|
|
|
|
|
Academy Securities
|
|
Credit Agricole CIB
|
|
Credit Suisse
|
|
Standard Chartered Bank
|
|
|
|
|
|
Blaylock Van, LLC
|
|
CastleOak Securities, L.P.
|
|
C.L. King & Associates
|
|
|
|
|
|
|
|
Drexel Hamilton
|
|
Great Pacific Securities
|
|
Guzman & Company
|
|
Loop Capital Markets
|
|
|
|
|
|
Mischler Financial Group, Inc.
|
|
Penserra Securities LLC
|
|
Ramirez & Co., Inc.
|
|
|
|
|
|
|
|
Roberts & Ryan
|
|
R. Seelaus & Co. LLC
|
|
Siebert Williams Shank
|
|
Stern
|
|
|
|
Tigress Financial Partners
|
The date of this prospectus supplement is August 3, 2020.