Description of Transaction and Public Interest Statement

0026-EX-AU-2016 Text Documents

Google Inc.

2016-12-15ELS_185703

                                                                     FCC Form 702 Assignment
                                                                 Licensee/Assignor: Google Inc.
                                                                         Assignee: Waymo LLC


                           DESCRIPTION OF THE TRANSACTION
                           AND PUBLIC INTEREST STATEMENT

      The instant Form 702 seeks Commission consent for a pro forma assignment of
an experimental radio license. The assignment arises from an ongoing corporate
reorganization by which Google Inc. (Google) is transferring certain operations into
separate companies.

DESCRIPTION OF THE TRANSACTION

        Following a holding company reorganization in October 2015, Google became a
subsidiary of Alphabet Inc. (Alphabet).1 As part of the broader, ongoing corporate
reorganization, Google has been reorganizing certain of its operations into separate
companies. One such operation being transferred out of Google is the development of
self-driving automobile technology and complementary applications.

       As early as January 1, 2017, the self-driving automobile operations will be
transferred out of Google and into another Alphabet-held entity called Waymo LLC
(Waymo). Way Autonomy LLC was organized in August 2016 under the laws of the State
of Delaware. It was renamed Waymo LLC in November 2016 and currently has no
operations.

        The proposed change will result in the pro forma assignment of the experimental
radio license WH2XCD from Google to Waymo.

PUBLIC INTEREST STATEMENT

       Google and Waymo submit that the pro forma assignment will serve the public
interest. Ultimate control of operations under the license will be unaffected, as both
Google and Waymo have the same ultimate parent company—Alphabet. The holding
company reorganization and new operating structure will increase management scale
and allow Alphabet to focus on running its diverse businesses independently with the
goal of maximizing each of the business’ potential.




1
   The holding company reorganization was described in detail in connection with a Form 703
submitted at the time of the reorganization seeking the Commission’s consent for a pro forma
transfer of control for experimental licenses held by Google, including the experimental radio
license WH2XCD that is the subject of the instant Form 703. The Commission granted its
consent on June 23, 2016. See File No. 0046-EX-TC-2015 under Parent Application
0031-EX-TU-2015.



Document Created: 2016-12-16 01:02:45
Document Modified: 2016-12-16 01:02:45

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