Item 8.01. Other Events.

Alphabet Inc. Sustainability Bond Offering

On August 5, 2020, Alphabet Inc. ("Alphabet") closed its underwritten public offering of $1,000,000,000 aggregate principal amount of 0.450% notes due 2025 (the "2025 Notes"), $1,000,000,000 aggregate principal amount of 0.800% notes due 2027 (the "2027 Notes"), $2,250,000,000 aggregate principal amount of 1.100% notes due 2030 (the "2030 Notes"), $1,250,000,000 aggregate principal amount of 1.900% notes due 2040 (the "2040 Notes"), $2,500,000,000 aggregate principal amount of 2.050% notes due 2050 (the "2050 Notes") and $2,000,000,000 aggregate principal amount of 2.250% notes due 2060 (the "2060 Notes" and collectively, the "Notes") pursuant to Alphabet's registration statement on Form S-3 (File No. 333-229513). The Notes were issued pursuant to an Indenture (the "Indenture"), dated as of February 12, 2016, between Alphabet and The Bank of New York Mellon Trust Company, N.A., as trustee.

The net proceeds from the sale of the 2025 Notes, the 2030 Notes and the 2050 Notes are intended to be allocated to one or more financings or refinancings, in whole or in part, in one or more of Alphabet's new or existing environmental and social Eligible Projects, as defined in Alphabet's Prospectus Supplement dated August 3, 2020, which was filed with the Securities and Exchange Commission on August 4, 2020.

The foregoing description of the Indenture is qualified in its entirety by the terms of such agreement, which is filed hereto as Exhibit 4.1 and incorporated herein by reference. The foregoing description of the Notes is qualified in its entirety by reference to the full text of the respective forms of the Notes filed hereto as Exhibit 4.2 with respect to the 2025 Notes, Exhibit 4.3 with respect to the 2027 Notes, Exhibit 4.4 with respect to the 2030 Notes, Exhibit 4.5 with respect to the 2040 Notes, Exhibit 4.6 with respect to the 2050 Notes and Exhibit 4.7 with respect to the 2060 Notes, and each incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number                                    Description

 4.1           Indenture, dated February 12, 2016, between Alphabet Inc. and The
             Bank of New York Mellon Trust Company, N.A., as trustee (incorporated
             by reference to Exhibit 4.3 of Alphabet Inc.'s Registration Statement
             on Form S-3 filed on February 12, 2016 (File No. 333-209510))

 4.2           Form of Global Note representing the Registrant's 0.450% notes due
             2025

 4.3           Form of Global Note representing the Registrant's 0.800% notes due
             2027

 4.4           Form of Global Note representing the Registrant's 1.100% notes due
             2030

 4.5           Form of Global Note representing the Registrant's 1.900% notes due
             2040

 4.6           Form of Global Note representing the Registrant's 2.050% notes due
             2050

 4.7           Form of Global Note representing the Registrant's 2.250% notes due
             2060

 5.1           Opinion of Cleary Gottlieb Steen & Hamilton LLP

23.1           Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit
             5.1)

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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