Attachment Notice

This document pretains to ITC-T/C-20151016-00239 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2015101600239_1108830

Morgan, Lewis & Bockius LLP 2020 K Street NW Washington, DC 20006-1806 Tel. +1.202.373.6000 Fax: +1.202.373.6001 www.morganlewis.com Ulises R. Pin Partner +1.202.373.6664 ulises.pin@morganlewis.com October 16, 2015 VIA HAND DELIVERY AND IBFS Marlene H. Dortch, Secretary Federal Communications Commission Room TW-B204 445 12th Street, SW Washington, DC 20554 Attention: Wireline Competition Bureau International Bureau Re: Google North America Inc., Notification of Pro Forma Transfer of Control Dear Secretary Dortch: Google North America Inc. (“Google North America”), by its undersigned counsel, submits this Notification of Pro Forma Transfer of Control, pursuant to Sections 47 C.F.R. § 63.03(d)(2) and 63.24(d) of the Commission’s Rules, 47 C.F.R. §§ 63.03(d)(2) and 63.24(d). Google North America holds International Section 214 authority to provide global or limited global resale services granted in IB File No. ITC-214-20150312-00069. Google North America is also authorized to provide interstate service by virtue of blanket domestic Section 214 authority under 47 C.F.R. § 64.01. By this filing, Google North America is providing the Commission notice of an ongoing corporate reorganization the (“Corporate Reorganization”), resulting in Google North America having a new ultimate parent company. On August 10, 2015, Google North America’ parent company, Google Inc. (“Google”) announced plans to reorganize its business units and create a new public holding company, Alphabet Inc. (“Alphabet”). The first step in the Corporate Almaty Astana Beijing Boston Brussels Chicago Dallas Dubai Frankfurt Hartford Houston London Los Angeles Miami Moscow New York Orange County Paris Philadelphia Pittsburgh Princeton San Francisco1Santa Monica Silicon Valley Singapore Tokyo Washington Wilmington DB3/ 200546185.1

Marlene H. Dortch, Secretary October 16, 2015 Page 2 Reorganization was implementing a holding company reorganization under Section 251(g) of the General Corporation Law of the State of Delaware (the “Alphabet Merger”). 1 On October 2, 2015, Google implemented the Alphabet Merger pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of October 2, 2015, among Google, Alphabet and Maple Technologies Inc., a Delaware corporation (“Merger Sub”), which resulted in Alphabet owning all of the outstanding capital stock of Google. Pursuant to the Alphabet Merger, Merger Sub, a direct, wholly-owned subsidiary of Alphabet and an indirect, wholly-owned subsidiary of Google, merged with and into Google, with Google surviving as a direct, wholly-owned subsidiary of Alphabet. Each share of each class of Google stock issued and outstanding immediately prior to the Alphabet Merger automatically converted into an equivalent corresponding share of Alphabet stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Google stock being converted. Accordingly, upon consummation of the Alphabet Merger, Google’s stockholders immediately prior to the consummation of the Alphabet Merger became stockholders of Alphabet. The directors of Alphabet were the same individuals who were the directors of Google immediately prior to the Alphabet Merger. Alphabet became the “successor issuer” to Google for SEC purposes. Accordingly, shares of Alphabet Class C Capital Stock and shares of Alphabet Class A Common Stock continue to trade on the NASDAQ Global Select Market (“NASDAQ”) on an uninterrupted basis under the symbol “GOOG” and “GOOGL” respectively.2 Pre and post transaction charts are attached hereto as Exhibit A. Following the Alphabet Merger and as part of the ongoing Corporate Reorganization, Google will over time reorganize certain Google operations into subsidiary businesses that may be transferred out of Google. Currently, all of these businesses are still under Google. The Corporate Reorganization, including the Alphabet Merger, does not involve an assignment of any license or a change in the day-to-day operations of Google North America. Google North America’ services and the terms for those services remain the same. The Corporate Reorganization only creates a new holding company structure, and does not result in a de jure or de facto change of control in Google North America. Shareholder control of Google North America is unaffected. 1 This provision of Delaware law allows Delaware corporations to form the holding company without the vote of the stockholders and provides for certain requirements around shareholder rights and other aspects of the transaction, to prevent abuse. 2 Additional information about the Alphabet Merger is available on Google Inc.’s current report to the Securities and Exchange Commission in Form 8-K, dated October 2, 2015, available at: http://www.sec.gov/Archives/edgar/data/1288776/000119312515336550/d56649d8k.htm. DB3/ 200546185.1

Marlene H. Dortch, Secretary October 16, 2015 Page 3 As required by Sections 63.03(d)(2) and 63.24(f)(2), of the Commission’s Rules (47 C.F.R. §§ 63.03(d)(2) and 63.24(f)(2)), Google North America provides the following information specified in 63.04(a)(1) through (a)(4) and 63.18(a) through (d) and (h) of the Commission’s Rules (47 C.F.R. §§ 63.04 and 63.18): 1. Sections 63.04(a)(1) 63.18(a): Name, address and telephone number of Google North America: Google North America Inc. FRN 0024413478 1600 Amphitheatre Parkway Mountain View, CA 94043 Telephone: (650) 253-0000 2. Sections 63.04(a)(2) and 63.18(b): Google North America is a Delaware corporation. 3. Sections 63.01(a)(3) and 63.18(c): Correspondence concerning this filing should be sent to: Austin Schlick Director, Google North America Inc. 25 Massachusetts Avenue NW, Ninth Floor Washington, DC 20001 Telephone: (202) 346-1404 schlick@google.com With a copy to: Ulises R. Pin Danielle C. Burt Morgan, Lewis & Bockius LLP 2020 K Street, N.W. Washington, DC 20006-1806 (202) 373-6664 (Tel) (202) 373-6001 (Fax) u.pin@morganlewis.com 4. Section 63.18(d): Google North America holds International Section 214 authority to provide global or limited global resale services granted in IB File No. ITC-214-20150312-00069. Google North America is also authorized to provide interstate service by virtue of blanket domestic Section 214 authority under 47 C.F.R. § 64.01. DB3/ 200546185.1

Marlene H. Dortch, Secretary October 16, 2015 Page 4 5. Sections 63.04(a)(4) and 63.18(h): The name, address, citizenship and principal business activity of any person having a 10% or greater interest in Google North America is attached hereto as Exhibit B. Google North America does not have any interlocking directorates with foreign carriers. Other than as previously reported to the Commission, there are no foreign affiliations with foreign carriers to report. Google North America certifies that any change of control in the Corporate Reorganization, including the Alphabet Merger, is pro forma and, together with all previous pro forma transactions, did not, and will not, result in a change in the ultimate controlling shareholders of Google North America. Please contact the undersigned at (202) 373-6664, if you have any questions or comments regarding this filing. Respectfully submitted, /s/ Ulises Pin Ulises R. Pin Danielle C. Burt Counsel for Google North America Inc. Attachments cc: Austin Schlick, Esq. Stephanie Selmer, Esq. DB3/ 200546185.1

CERTIFICATION On behalf of Google Inc., I hereby certify that the foregoing Notification of Pro Forma Transfer of Control was prepared under my direction and control. I further certify that all statements therein are true, complete, and correct to the best of my knowledge and are made in good faith and that any change of control in the Corporate Reorganization, including the Alphabet Merger, is pro forma pursuant to the Commission‘s Rules. I certify under penalty of perjury that the foregoing is true. GOOGLE INC. y 24062 Name: Austin Schlick Title: Director, Communications Law Date: October 15, 2015 DB3/200546051.1

Exhibit A Organizational Charts DB3/ 200546185.1

Pre-Transaction Illustrative Chart GOOGLE INC. (DE) 100% GOOGLE NORTH AMERICA INC. (DE) 2

Post-Transaction Illustrative Chart ALPHABET INC. (DE) 100% GOOGLE INC. (DE) 100% GOOGLE NORTH AMERICA INC. (DE) 2

Exhibit B Ownership Information After giving effect to the Corporate Reorganization, the ownership structure of Google North America will be as follows: Google North America is wholly-owned by Google Inc. Name: Google Inc. Address: 1600 Amphitheatre Parkway Mountain View, CA 94043 Ownership: 100% Citizenship: United States (Delaware) Principal Business: Technology search services and advertising Google Inc. is wholly-owned by Alphabet Inc.: Name: Alphabet Inc. Address: 1600 Amphitheatre Parkway Mountain View, CA 94043 Ownership: 100% Citizenship: United States (Delaware) Principal Business: Holding company As of October 2, 2015, the following persons have a 10% or greater voting or equity interest in Alphabet Inc.: Name: Larry Page Address: 1600 Amphitheatre Parkway Mountain View, CA 94043 Ownership: 42.4% of Class B common stock (representing 27.4% voting power) Citizenship: United States Principal Business: CEO, Co-founder and Director of Alphabet Inc. Name: Sergey Brin Address: 1600 Amphitheatre Parkway Mountain View, CA 94043 Ownership: 41.7% of Class B common stock (representing 27.4% voting power) Citizenship: United States Principal Business: Co-founder and Director of Alphabet Inc. No other person or entity has 10% or greater direct or indirect voting or equity interest in Google North America. DB3/ 200546185.1


Document Created: 2015-10-16 13:00:44
Document Modified: 2015-10-16 13:00:44
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