Posted: February 28th, 2022

Apple Bond Assignment essay

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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-228159
Title of Every Class of
Securities to be Registered
Quantity
to be
Registered
Proposed
Most
Providing Value
Per Unit
Proposed
Most
Mixture
Providing Value
Quantity of
Registration Price(1)
1.700% Notes due 2022 $1,000,000,000 99.983% $999,830,000 $121,179.40
1.800% Notes due 2024 $750,000,000 99.772% $748,290,000 $90,692.75
2.050% Notes due 2026 $2,000,000,000 99.831% $1,996,620,000 $241,990.34
2.200% Notes due 2029 $1,750,000,000 99.608% $1,743,140,000 $211,268.57
2.950% Notes due 2049 $1,500,000,000 99.270% $1,489,050,000 $180,472.86
(1) Calculated in accordance with Rule 457(r) and Rule 457(o) beneath the Securities Act of 1933, as amended. The entire registration charge due for this
providing is $845,603.92 .
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Prospectus Complement
(To Prospectus dated November 5, 2018)
$7,000,000,000
Apple Inc.
$1,000,000,000 1.700% Notes due 2022
$750,000,000 1.800% Notes due 2024
$2,000,000,000 2.050% Notes due 2026
$1,750,000,000 2.200% Notes due 2029
$1,500,000,000 2.950% Notes due 2049
We’re providing $1,000,000,000 of our 1.700% Notes due 2022 (the “2022 Notes”), $750,000,000 of our 1.800% Notes due 2024 (the “2024
Notes”), $2,000,000,000 of our 2.050% Notes due 2026 (the “2026 Notes”), $1,750,000,000 of our 2.200% Notes due 2029 (the “2029 Notes”) and
$1,500,000,000 of our 2.950% Notes due 2049 (the “2049 Notes” and, along with the 2022 Notes, the 2024 Notes, the 2026 Notes and the 2029
Notes, the “notes”).
We can pay curiosity on the 2022 Notes, the 2024 Notes, the 2026 Notes, the 2029 Notes and the 2049 Notes semi-annually in arrears
on March 11 and September 11 of every 12 months, starting on March 11, 2020. The 2022 Notes will mature on September 11, 2022, the 2024 Notes will
mature on September 11, 2024, the 2026 Notes will mature on September 11, 2026, the 2029 Notes will mature on September 11, 2029 and the 2049
Notes will mature on September 11, 2049.
We might redeem the notes in complete or partly at any time or on occasion on the redemption costs described beneath the heading “Description of
the Notes—Optionally available Redemption” on this prospectus complement. The notes can be issued solely in minimal denominations of $2,000 and integral
multiples of $1,000 in extra thereof.
See “Danger Components” starting on web page S-6 to examine necessary components you need to think about earlier than shopping for the notes.
Neither the Securities and Change Fee nor another regulatory physique has permitted or disapproved of those securities or
handed upon the accuracy or adequacy of this prospectus complement or the accompanying prospectus. Any illustration on the contrary is
a prison offense.
Public Providing Value(1) Underwriting Reductions
Proceeds to Apple,
Earlier than Bills
Per Observe Whole Per Observe Whole Per Observe Whole
2022 Observe 99.983% $ 999,830,000 zero.100% $1,000,000 99.883% $ 998,830,000
2024 Observe 99.772% $ 748,290,000 zero.120% $ 900,000 99.652% $ 747,390,000
2026 Observe 99.831% $1,996,620,000 zero.150% $Three,000,000 99.681% $1,993,620,000
2029 Observe 99.608% $1,743,140,000 zero.200% $Three,500,000 99.408% $1,739,640,000
2049 Observe 99.270% $1,489,050,000 zero.400% $6,000,000 98.870% $1,483,050,000
(1) Plus accrued curiosity, if any, from September 11, 2019.
We don’t intend to use for itemizing of any sequence of the notes on any securities trade. At the moment, there is no such thing as a public buying and selling marketplace for any
sequence of the notes.
The underwriters count on to ship the notes by means of the book-entry supply system of The Depository Belief Firm and its direct members,
together with Clearstream Banking S.A. and Euroclear Financial institution S.A./N.V., on or about September 11, 2019, which is the fifth enterprise day following the date of
this prospectus complement. This settlement date might have an effect on buying and selling of the notes. See “Underwriting.”
Joint E-book-Working Managers
Goldman Sachs & Co. LLC BofA Merrill Lynch Deutsche Financial institution Securities
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Barclays Wells Fargo Securities
Co-Managers
HSBC Morgan Stanley
CastleOak Securities, L.P. Drexel Hamilton Ramirez & Co., Inc. R. Seelaus & Co., LLC
Prospectus Complement dated September Four, 2019.
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TABLE OF CONTENTS
Prospectus Complement
Web page:
ABOUT THIS PROSPECTUS SUPPLEMENT S-ii
WHERE YOU CAN FIND MORE INFORMATION S-iii
INCORPORATION BY REFERENCE S-iv
FORWARD-LOOKING STATEMENTS S-v
SUMMARY S-1
RISK FACTORS S-6
USE OF PROCEEDS S-9
CAPITALIZATION S-10
DESCRIPTION OF THE NOTES S-11
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS S-15
UNDERWRITING S-20
LEGAL MATTERS S-25
EXPERTS S-25
Prospectus
ABOUT THIS PROSPECTUS ii
WHERE YOU CAN FIND MORE INFORMATION iii
INCORPORATION BY REFERENCE iv
FORWARD-LOOKING STATEMENTS v
APPLE INC. 1
RISK FACTORS 2
USE OF PROCEEDS Three
DESCRIPTION OF THE DEBT SECURITIES Four
PLAN OF DISTRIBUTION 19
VALIDITY OF THE SECURITIES 21
EXPERTS 21
This prospectus complement, the accompanying prospectus and any free writing prospectus that we put together or authorize include
and/or incorporate by reference data that you need to think about when investing determination. Neither we nor any underwriter
has licensed anybody to offer any data or to make any representations aside from these contained or included by reference in
this prospectus complement, the accompanying prospectus or in any free writing prospectuses ready by us or on our behalf or to which we
have referred you. We take no duty for, and may present no assurance as to the reliability of, another data that others might
provide you with. This prospectus complement and the accompanying prospectus is a suggestion to promote solely the notes supplied hereby, however solely beneath
circumstances and in jurisdictions the place it’s lawful to take action. The data contained on this prospectus complement, the accompanying
prospectus and any free writing prospectus, and the paperwork included by reference herein or therein, are present solely as of the
respective dates of such paperwork. You shouldn’t assume that such data is correct as of any date aside from the respective dates
thereof. Our enterprise, monetary situation, outcomes of operations and prospects might have modified since these dates.
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ABOUT THIS PROSPECTUS SUPPLEMENT
This doc has two elements. The primary half is that this prospectus complement, which describes the phrases of the providing of the notes. The
second half is the accompanying prospectus, dated November 5, 2018, which we confer with because the “accompanying prospectus.” The
accompanying prospectus comprises extra common details about our debt securities that we might supply on occasion, a few of which
might not apply to this providing of notes. If data on this prospectus complement is inconsistent with the accompanying prospectus, you
ought to depend on this prospectus complement.
This prospectus complement incorporates by reference necessary enterprise and monetary details about us that isn’t included in or
delivered with this prospectus complement. It is vital so that you can learn and think about all data contained or included by reference
on this prospectus complement and the accompanying prospectus in making your funding determination. See “The place You Can Discover Extra
Data” and “Incorporation by Reference” on this prospectus complement and the accompany prospectus.
Until in any other case said or the context in any other case requires, references on this prospectus complement to “Apple,” the “Firm,” “we,”
“us” and “our” and all comparable references are to Apple Inc. and its consolidated subsidiaries. Nevertheless, within the “Description of the Notes,” “Danger
Components” and associated abstract sections of this prospectus complement and the “Description of the Debt Securities” part of the
accompanying prospectus, references to “we,” “us” and “our” are to Apple Inc. and to not any of its subsidiaries.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and present reviews, proxy statements and different data with the Securities and Change Fee
(the “SEC”). The SEC maintains an Web web page that comprises reviews, proxy and data statements, and different data relating to
issuers, together with us, that file electronically with the SEC. The general public can receive any paperwork that we file electronically with the SEC at
http://www.sec.gov.
We additionally make accessible, freed from cost, on or by means of our Web web page (investor.apple.com) our Annual Studies on Kind 10-Okay,
Quarterly Studies on Kind 10-Q, Present Studies on Kind Eight-Okay, Proxy Statements on Schedule 14A and, if relevant, amendments to these
reviews filed or furnished pursuant to Part 13(a) of the Securities Change Act of 1934, as amended (the “Change Act”), as quickly as
moderately practicable after we electronically file such materials with, or furnish it to, the SEC. Please word, nonetheless, that we’ve got not
included another data by reference from our Web web page, aside from the paperwork listed under beneath the heading
“Incorporation by Reference.” As well as, you could request copies of those filings for free of charge by means of our Investor Relations Division at:
Apple Inc., One Apple Park Method, MS 927-4INV, Cupertino, CA 95014, phone: (408) 974-3123 or our Web web page
(investor.apple.com).
We have now filed with the SEC a registration assertion on Kind S-Three regarding the debt securities lined by this prospectus complement.
This prospectus complement is part of the registration assertion and doesn’t include all the knowledge within the registration assertion.
Every time a reference is made on this prospectus complement to a contract or different doc of ours that’s an exhibit to the registration
assertion, the reference is simply a abstract and you need to confer with the reveals which are part of the registration assertion for a duplicate of the
contract or different doc. Chances are you’ll overview a duplicate of the registration assertion and the paperwork included by reference herein by means of
the SEC’s Web web page listed above.
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INCORPORATION BY REFERENCE
The SEC permits us to include by reference data into this prospectus complement and the accompanying prospectus. This
implies that we will disclose necessary data to you by referring you to a different doc filed individually with the SEC. Any data
referred to on this approach is taken into account a part of this prospectus complement and the accompanying prospectus from the date we file that
doc. Any reviews filed by us with the SEC after the date of this prospectus complement and earlier than the date that the providing of the notes
via this prospectus complement and the accompanying prospectus is terminated will robotically replace and, the place relevant,
supersede any data contained or included by reference on this prospectus complement and the accompanying prospectus.
We incorporate by reference on this prospectus complement and the accompanying prospectus the paperwork set forth under which have
been beforehand filed with the SEC in addition to any filings we make with the SEC beneath Sections 13(a), 13(c), 14 or 15(d) of the Change Act
on or after the date of this prospectus complement and earlier than the termination of this providing; offered, nonetheless, that, besides as particularly
offered under, we’re not incorporating any paperwork or data deemed to have been furnished fairly than filed in accordance with
SEC guidelines:
• our Annual Report on Kind 10-Okay for the fiscal 12 months ended September 29, 2018, together with these parts of our Proxy Assertion on
Schedule 14A filed on January Eight, 2019 which are included by reference in such Annual Report;
• our Quarterly Studies on Kind 10-Q for the quarterly intervals ended December 29, 2018, March 30, 2019 and June 29, 2019;
• our Present Studies on Kind Eight-Okay filed on February 6, 2019 and March Four, 2019; and
• any filings we make with the SEC beneath Sections 13(a), 13(c), 14 or 15(d) of the Change Act on or after the date of this
prospectus complement and earlier than the termination of this providing.
To acquire copies of those filings, see “The place You Can Discover Extra Data.”
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FORWARD-LOOKING STATEMENTS
This prospectus complement and the accompanying prospectus, together with the paperwork included by reference herein or therein,
embrace forward-looking statements throughout the which means of the Personal Securities Litigation Reform Act of 1995 that contain dangers and
uncertainties. Ahead-looking statements present present expectations of future occasions based mostly on sure assumptions and embrace any
assertion that doesn’t straight relate to any historic or present truth. Ahead-looking statements may also be recognized by phrases equivalent to
“future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “may,” “can,” “might,” and comparable phrases.
Ahead-looking statements aren’t ensures of future efficiency and our precise outcomes might differ considerably from the outcomes mentioned
within the forward-looking statements. Components that may trigger such variations embrace, however aren’t restricted to, these mentioned within the “Danger
Components” part of this prospectus complement and in Half II, Merchandise 1A of the Firm’s most up-to-date Quarterly Report on Kind 10-Q for the
fiscal quarter ended June 29, 2019 beneath the heading “Danger Components,” that are included herein by reference. We assume no obligation to
revise or replace any forward-looking statements for any purpose, besides as required by regulation.
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SUMMARY
The next abstract highlights data contained or included by reference on this prospectus complement and the
accompanying prospectus. It doesn’t include the entire data that you need to think about earlier than investing within the notes. You must
rigorously learn this whole prospectus complement, in addition to the accompanying prospectus and the paperwork included by reference
on this prospectus complement and the accompanying prospectus.
Apple Inc.
Apple designs, manufactures and markets cell communication and media gadgets and private computer systems, and sells a range
of associated software program, companies, equipment and third-party digital content material and purposes. Our services and products embrace iPhone®,
iPad®, Mac®, Apple Watch®, AirPods®, Apple TV®, HomePod™, a portfolio of client and professional software program purposes, iOS,
macOS®, watchOS® and tvOS® working programs, iCloud®, Apple Pay® and a wide range of accent, service and help choices. We
promote and ship digital content material and purposes by means of the iTunes Retailer®, App Retailer®, Mac App Retailer, TV App Retailer, E-book Retailer and
Apple Music®. Apple sells its merchandise worldwide by means of its retail shops, on-line shops and direct gross sales drive, in addition to by means of thirdparty mobile community carriers, wholesalers, retailers and resellers. As well as, we promote a wide range of third-party Apple-compatible merchandise,
together with software software program and numerous equipment by means of our retail and on-line shops. Apple sells to customers, small and
mid-sized companies and schooling, enterprise and authorities prospects.
Apple Inc. is a California company established in 1977. Our principal government workplaces are situated at One Apple Park Method,
Cupertino, CA 95014, and our important phone quantity is (408) 996-1010.
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The Providing
The next is a quick abstract of the phrases and circumstances of this providing. It doesn’t include the entire data that you simply want
to contemplate in making your funding determination. To grasp the entire phrases and circumstances of the providing of the notes, you need to
rigorously learn this whole prospectus complement, in addition to the accompanying prospectus and the paperwork included by reference
on this prospectus complement and the accompanying prospectus.
Issuer Apple Inc.
Notes supplied $1,000,000,000 mixture principal quantity of 1.700% Notes due
2022;
$750,000,000 mixture principal quantity of 1.800% Notes due
2024;
$2,000,000,000 mixture principal quantity of two.050% Notes due
2026;
$1,750,000,000 mixture principal quantity of two.200% Notes due
2029; and
$1,500,000,000 mixture principal quantity of two.950% Notes due
2049.
Authentic problem date September 11, 2019.
Maturity date September 11, 2022 for the 2022 Notes;
September 11, 2024 for the 2024 Notes;
September 11, 2026 for the 2026 Notes;
September 11, 2029 for the 2029 Notes; and
September 11, 2049 for the 2049 Notes.
Rate of interest 1.700% each year for the 2022 Notes;
1.800% each year for the 2024 Notes;
2.050% each year for the 2026 Notes;
2.200% each year for the 2029 Notes; and
2.950% each year for the 2049 Notes.
Curiosity cost dates Curiosity on the 2022 Notes, 2024 Notes, the 2026 Notes, the
2029 Notes and the 2049 Notes can be paid semi-annually in
arrears on March 11 and September 11 of every 12 months, starting
on March 11, 2020, and on the relevant maturity date for every
sequence of notes.
Optionally available redemption Previous to (i) with respect to the 2022 Notes, the maturity date of
such notes, (ii) with respect to the 2024 Notes, August 11, 2024
(one month previous to the maturity date of such notes), (iii) with
respect to the 2026 Notes, July 11, 2026 (two months previous to the
maturity date of such notes), (iv) with respect to the 2029 Notes,
June 11, 2029 (three months previous to the maturity date of
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such notes) and (v) with respect to the 2049 Notes, March 11,
2049 (six months previous to the maturity date of such notes), such
sequence of notes could also be redeemed at our choice, at any time in
complete or on occasion partly, at a redemption value as
calculated by us, equal to the better of:
• 100% of the principal quantity of the notes being
redeemed; or
• the sum of the current values of the remaining scheduled
funds of principal and curiosity on the notes being
redeemed (assuming, within the case of the 2024 Notes, the
2026 Notes, the 2029 Notes and the 2049 Notes, that
such notes matured on their relevant Par Name Date as
outlined on this prospectus complement), unique of
curiosity accrued to, however excluding, the date of redemption,
discounted to the date of redemption on a semi-annual
foundation (assuming a 360-day 12 months consisting of twelve
30-day months) at a price equal to the sum of the
relevant Treasury Charge (as outlined on this prospectus
complement) plus 10 foundation factors within the case of the 2022
Notes, plus 10 foundation factors within the case of the 2024 Notes,
plus 15 foundation factors within the case of the 2026 Notes, plus
15 foundation factors within the case of the 2029 Notes and plus 20
foundation factors within the case of the 2049 Notes.
On or after (i) with respect to the 2024 Notes, August 11, 2024
(one month previous to the maturity date of such notes), (ii) with
respect to the 2026 Notes, July 11, 2026 (two months previous to the
maturity date of such notes), (iii) with respect to the 2029 Notes,
June 11, 2029 (three months previous to the maturity date of such
notes) and (iv) with respect to the 2049 Notes, March 11, 2049
(six months previous to the maturity date of such notes), such sequence
of notes could also be redeemed at our choice, at any time in complete or
on occasion partly, at a redemption value equal to 100% of
the principal quantity of the notes being redeemed.
In every case, we may even pay the accrued and unpaid curiosity on
the principal quantity being redeemed to, however excluding, the date
of redemption.
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See “Description of the Notes—Optionally available Redemption.”
Rating The notes can be:
• our senior unsecured indebtedness and can rank equally
with one another and with all of our different senior unsecured
and unsubordinated indebtedness on occasion
excellent;
• structurally subordinated to any indebtedness and
most popular inventory, if any, of our subsidiaries; and
• successfully subordinated to any secured indebtedness to
the extent of the worth of the property securing such
indebtedness.
The indenture doesn’t limit the flexibility of our subsidiaries to
incur indebtedness. See “Description of the Notes—Rating.”
Additional issuances We reserve the fitting, on occasion and with out the consent of
any holders of the notes, to re-open every sequence of notes on
phrases equivalent in all respects to the excellent notes of such
sequence (aside from the date of issuance, the date curiosity begins to
accrue and, in sure circumstances, the primary curiosity cost
date), in order that such extra notes can be consolidated with, type
a single sequence with and enhance the mixture principal quantity
of the notes of such sequence. See “Description of the Notes—
Common.”
Use of proceeds We intend to make use of the web proceeds from gross sales of the notes, which
we estimate can be roughly $6.96 billion, after deducting
underwriting reductions and our providing bills, for common
company functions, together with repurchases of our widespread inventory
and cost of dividends beneath our program to return capital to
shareholders, funding for working capital, capital expenditures,
acquisitions and compensation of debt. See “Use of Proceeds.”
Denominations The notes can be issued solely in minimal denominations of
$2,000 and integral multiples of $1,000 in extra thereof.
Type of notes We are going to problem the notes within the type of a number of absolutely registered
world notes registered within the identify of the nominee of The
Depository Belief Firm (“DTC”). Traders might elect to carry
the pursuits within the world notes by means of any of
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DTC, Clearstream Banking, S.A. or Euroclear Financial institution S.A./N.V., as
described beneath the heading “Description of the Notes—World
Clearance and Settlement Procedures.”
Governing regulation New York.
Danger components An funding within the notes includes danger. You must think about
rigorously the particular components set forth beneath the heading “Danger
Components” starting on web page S-6 of this prospectus complement,
in addition to the opposite data set forth and included by
reference on this prospectus complement and the accompanying
prospectus, earlier than investing in any of the notes supplied hereby.
Buying and selling Every sequence of the notes is a brand new problem of securities with no
established buying and selling market. We don’t intend to use for itemizing of
any sequence of the notes on any securities trade. The
underwriters have suggested us that they at the moment intend to make a
market in every sequence of the notes. Nevertheless, the underwriters are
not obligated to take action, and any market-making with respect to the
notes could also be discontinued, of their sole discretion, at any time
with out discover. No assurance may be given as to the liquidity of
the buying and selling markets for the notes. See “Underwriting.”
Trustee The Financial institution of New York Mellon Belief Firm, N.A.
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RISK FACTORS
Investing within the notes includes dangers. Earlier than making a choice to put money into the notes, you need to rigorously think about the dangers described
in Half II, Merchandise 1A of our Quarterly Report on Kind 10-Q for the fiscal quarter ended June 29, 2019 beneath the heading “Danger Components,” which
are included by reference on this prospectus complement and the accompanying prospectus, in addition to the dangers set forth under. See
“The place You Can Discover Extra Data” on this prospectus complement and the accompanying prospectus.
The notes are structurally subordinated to the liabilities of our subsidiaries.
The notes are our obligations completely and never of any of our subsidiaries. A good portion of our operations is performed
by means of our subsidiaries. Our subsidiaries are separate authorized entities that don’t have any obligation to pay any quantities due beneath the notes or to
make any funds accessible therefor, whether or not by dividends, loans or different funds. Besides to the extent we’re a creditor with acknowledged
claims in opposition to our subsidiaries, all claims of collectors (together with commerce collectors) and holders of most popular inventory, if any, of our subsidiaries will
have precedence with respect to the property of such subsidiaries over our claims (and due to this fact the claims of our collectors, together with holders of the
notes). Consequently, the notes can be successfully subordinated to all present and future liabilities of any of our subsidiaries and any
subsidiaries that we might sooner or later purchase or set up.
The notes are topic to prior claims of any secured collectors, and if a default happens, we might not have ample funds to meet our
obligations beneath the notes.
The notes are our unsecured common obligations, rating equally with different unsecured and unsubordinated indebtedness. As of
June 29, 2019, we had $98.Three billion of unsecured senior notes and $10.zero billion of unsecured short-term promissory notes excellent however no
secured senior debt excellent. The indenture governing the notes permits us to incur extra debt, together with secured debt. If we incur
any secured debt, our property can be topic to prior claims by our secured collectors. Within the occasion of our chapter, liquidation, reorganization
or different winding up, property that safe debt can be accessible to pay obligations on the notes solely in any case debt secured by these property has
been repaid in full. Holders of the notes will take part in our remaining property ratably with all of our unsecured and unsubordinated collectors,
together with our commerce collectors. If we incur any extra obligations that rank equally with the notes, together with commerce payables, the holders of
these obligations can be entitled to share ratably with the holders of the notes and the beforehand issued notes in any proceeds distributed
upon our insolvency, liquidation, reorganization, dissolution or different winding up. This will likely have the impact of decreasing the quantity of proceeds
paid to you. If there aren’t ample property remaining to pay all these collectors, all or a portion of the notes then excellent would stay
unpaid.
The indenture governing the notes doesn’t include monetary covenants and solely gives restricted safety in opposition to vital
company occasions and different actions we might take that might adversely affect your funding within the notes.
Whereas the indenture governing the notes comprises phrases supposed to offer safety to the holders of the notes upon the incidence
of sure occasions involving vital company transactions, such phrases are restricted and might not be ample to guard your funding within the
notes.
The indenture for the notes doesn’t:
• require us to keep up any monetary ratios or particular ranges of web value, revenues, revenue, money move or liquidity and, accordingly,
doesn’t defend holders of the notes within the occasion we expertise vital adversarial modifications in our monetary situation;
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• restrict our skill to incur indebtedness that’s secured, senior to or equal in proper of cost to the notes, or to have interaction in
sale/leaseback transactions;
• limit our subsidiaries’ skill to problem securities or in any other case incur indebtedness that may be senior to our fairness pursuits in our
subsidiaries and due to this fact rank successfully senior to the notes;
• limit our skill to repurchase or prepay another of our securities or different indebtedness;
• limit our skill to make investments or to repurchase or pay dividends or make different funds in respect of our widespread inventory
or different securities rating junior to the notes;
• limit our skill to enter into extremely leveraged transactions; or
• require us to repurchase the notes within the occasion of a change in management.
On account of the foregoing, when evaluating the phrases of the notes, you have to be conscious that the phrases of the indenture and the notes
don’t limit our skill to have interaction in, or to in any other case be a celebration to, a wide range of company transactions, circumstances and occasions that might
have an adversarial affect in your funding within the notes.
Energetic buying and selling markets for the notes might not develop.
Every sequence of the notes is a brand new problem of securities with no established buying and selling market. We don’t intend to use for itemizing of any
sequence of the notes on any securities trade. We can not guarantee you buying and selling markets for the notes will develop or of the flexibility of holders of
the notes to promote their notes or of the costs at which holders could possibly promote their notes. The underwriters have suggested us that they
at the moment intend to make a market in every sequence of the notes. Nevertheless, the underwriters aren’t obligated to take action, and any market-making
with respect to the notes could also be discontinued, of their sole discretion, at any time with out discover. No assurance may be given as to the liquidity
of the buying and selling markets for the notes. If no energetic buying and selling markets develop, you could be unable to resell the notes at any value or at their truthful
market worth.
The market costs of the notes could also be unstable.
The market costs of the notes will depend upon many components, together with, however not restricted to, the next:
• credit score scores on our debt securities assigned by score businesses;
• the time remaining till maturity of the notes;
• the prevailing rates of interest being paid by different corporations just like us;
• our outcomes of operations, monetary situation and prospects; and
• the situation of the monetary markets.
The situation of the monetary markets and prevailing rates of interest have fluctuated prior to now and are prone to fluctuate sooner or later,
which may have an adversarial impact in the marketplace costs of the notes.
Score businesses frequently overview the credit score scores they’ve assigned to corporations and debt securities. Unfavourable modifications within the
credit score scores assigned to us or our debt securities may have an adversarial impact in the marketplace costs of the notes.
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Our credit score scores might not replicate all dangers of your funding within the notes.
Our credit score scores are an Assessment by score businesses of our skill to pay our money owed when due. Consequently, actual or anticipated
modifications in our credit score scores will usually have an effect on the market worth of the notes. These credit score scores might not replicate the potential affect of all
dangers regarding the notes. Company credit score scores aren’t a suggestion to purchase, promote or maintain any safety, and could also be revised or withdrawn
at any time by the issuing group. Every company’s score needs to be evaluated independently of another company’s credit standing.
Redemption might adversely have an effect on your return on the notes.
We have now the fitting to redeem the notes on the phrases set forth on this prospectus complement. We might redeem such notes at instances
when prevailing rates of interest could also be comparatively low. Accordingly, you could not be capable to reinvest the quantity acquired upon a redemption in a
comparable safety at an efficient rate of interest as excessive as that of such notes.
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USE OF PROCEEDS
We estimate the web proceeds from gross sales of the notes can be roughly $6.96 billion, after deducting underwriting reductions and
our providing bills. We intend to make use of such web proceeds for common company functions, together with repurchases of our widespread inventory and
cost of dividends beneath our program to return capital to shareholders, funding for working capital, capital expenditures, acquisitions and
compensation of debt.
We might quickly make investments funds that aren’t instantly wanted for these functions in short-term investments, together with money, money
equivalents and/or marketable securities.
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CAPITALIZATION
The next desk units forth our capitalization on a consolidated foundation as of June 29, 2019. We have now introduced our capitalization on
each an precise and an as adjusted foundation to replicate the issuance and sale of the notes supplied hereby, however not the appliance of the web
proceeds from the issuance and sale of any such notes. See “Use of Proceeds.” You must learn the next desk together with our monetary
statements and the accompanying notes to these statements, along with the knowledge set forth beneath “Administration’s Dialogue and
Assessment of Monetary Situation and Outcomes of Operations” in our Quarterly Report on Kind 10-Q for the quarter ended June 29, 2019, which
is included by reference on this prospectus complement and the accompanying prospectus. See “The place You Can Discover Extra Data”
on this prospectus complement and the accompanying prospectus.
As of June 29, 2019
Precise As Adjusted

(unaudited, $ in hundreds of thousands,
besides par worth and
share numbers, in
hundreds)
Whole present portion of long-term debt $ 13,529 $ 13,529
Lengthy-term debt:
1.700% Notes due 2022 supplied hereby — 1,000
1.800% Notes due 2024 supplied hereby — 750
2.050% Notes due 2026 supplied hereby — 2,000
2.200% Notes due 2029 supplied hereby — 1,750
2.950% Notes due 2049 supplied hereby — 1,500
Different long-term debt 84,936 84,936
Whole long-term debt 84,936 91,936
Shareholders’ fairness:
Widespread inventory and extra paid-in capital, $zero.00001 par worth; 12,600,000 shares licensed;
Four,531,395 shares issued and excellent 43,371 43,371
Retained earnings 53,724 53,724
Collected different complete revenue/(loss) (639) (639)
Whole shareholders’ fairness 96,456 96,456
Whole capitalization $181,392 $ 188,392
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DESCRIPTION OF THE NOTES
The next description is a abstract of the phrases of the notes being supplied. The descriptions on this prospectus complement and the
accompanying prospectus include descriptions of sure phrases of the notes and the indenture dated as of November 5, 2018 (the
“indenture”), between us and The Financial institution of New York Mellon Belief Firm, N.A., as trustee, beneath which we are going to problem the notes, however don’t
purport to be full and are topic to, and are certified of their entirety by reference to, the entire provisions of the indenture that has been
filed as Exhibit Four.1 to the Firm’s registration assertion on Kind S-Three filed on November 5, 2018 (Registration Quantity 333-228159),
together with the definitions of specified phrases used within the indenture, and to the Belief Indenture Act of 1939, as amended. Wherever explicit
articles, sections or outlined phrases of the indenture are referred to, it’s supposed that these articles, sections or outlined phrases can be
included herein by reference, and the assertion in reference to which reference is made is certified in its entirety by the article,
part or outlined time period within the indenture. This abstract dietary supplements the outline of the debt securities within the accompanying prospectus
and, to the extent it’s inconsistent, replaces the outline within the accompanying prospectus. We urge you to learn the indenture as a result of it,
and never this description, defines your rights as a holder of the notes. For functions of this description, references to the “Firm,” “we,” “our”
and “us” refer solely to Apple Inc. and to not its subsidiaries.
Common
The notes (as outlined under) will represent separate sequence of securities beneath the indenture referred to under and can be issued solely
in absolutely registered type in minimal denominations of $2,000 and integral multiples of $1,000 in extra thereof. The notes will mature on the
dates set forth under. The accompanying prospectus describes extra provisions of the notes and of the indenture. There is no such thing as a restrict on the
mixture principal quantity of notes that we might problem beneath the indenture. We reserve the fitting, on occasion and with out the consent of
any holders of the notes, to re-open every sequence of notes on phrases equivalent in all respects to the excellent notes of such sequence (aside from
the date of issuance, the date curiosity begins to accrue and, in sure circumstances, the primary curiosity cost date), in order that such extra
notes can be consolidated with, type a single sequence with and enhance the mixture principal quantity of the notes of such sequence; offered
that the extra notes could have a separate CUSIP quantity except: (i) the extra notes are issued inside 13 days of the issuance of
the excellent notes of the unique sequence, (ii) the extra notes are issued pursuant to a “certified reopening” of the excellent notes of
the unique sequence for U.S. federal revenue tax functions or (iii) the extra notes are, and the excellent notes of the unique sequence have been,
issued with out unique problem low cost for U.S. federal revenue tax functions. Such extra notes could have the identical phrases as to rating,
redemption, waivers, amendments or in any other case, because the relevant sequence of notes, and can vote collectively as one class on all issues with
respect to such sequence of notes.
The 1.700% Notes due 2022 (the “2022 Notes”) will mature on September 11, 2022, the 1.800% Notes due 2024 (the “2024 Notes”)
will mature on September 11, 2024, the two.050% Notes due 2026 (the “2026 Notes”) will mature on September 11, 2026, the two.200% Notes
due 2029 (the “2029 Notes”) will mature on September 11, 2029 and the two.950% Notes due 2049 (the “2049 Notes” and, along with the
2022 Notes, the 2024 Notes, the 2026 Notes and the 2029 Notes, the “notes”) will mature on September 11, 2049. The 2022 Notes will bear
curiosity at 1.700% each year, the 2024 Notes will bear curiosity at 1.800% each year, the 2026 Notes will bear curiosity at 2.050% each year,
the 2029 Notes will bear curiosity at 2.200% each year and the 2049 Notes will bear curiosity at 2.950% each year. We can pay curiosity on the
2022 Notes, the 2024 Notes, the 2026 Notes, the 2029 Notes and the 2049 Notes semi-annually in arrears on March 11 and September 11 of
every year, starting on March 11, 2020, and on the relevant maturity date for every sequence of notes, to the document holders on the shut of
enterprise on the previous February 25 or August 28 (whether or not or not such document date is a enterprise day). Curiosity can be computed on the
foundation of a 360-day 12 months consisting of twelve 30-day months.
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Rating
The notes can be our senior unsecured indebtedness and can rank equally with one another and with all of our different senior unsecured
and unsubordinated indebtedness on occasion excellent. Nevertheless, the notes can be structurally subordinated to any indebtedness
and most popular inventory, if any, of our subsidiaries and can be successfully subordinated to any secured indebtedness to the extent of the worth of
the property securing such indebtedness. Claims of the collectors of our subsidiaries will usually have precedence with respect to the property and
earnings of such subsidiaries over the claims of our collectors, together with holders of the notes. Accordingly, the notes can be successfully
subordinated to collectors, together with commerce collectors and most popular stockholders, if any, of our subsidiaries. The indenture doesn’t limit the
skill of our subsidiaries to incur indebtedness.
Optionally available Redemption
Previous to its maturity date, within the case of the 2022 Notes, or its relevant Par Name Date for the 2024 Notes, the 2026 Notes, the 2029
Notes and the 2049 Notes, we might redeem such sequence of notes at our choice, at any time in complete or on occasion partly, at a
redemption value as calculated by us, equal to the better of:
• 100% of the principal quantity of the notes being redeemed; or
• the sum of the current values of the remaining scheduled funds of principal and curiosity on the notes being redeemed
(assuming, within the case of the 2024 Notes, the 2026 Notes, the 2029 Notes and the 2049 Notes, that such notes matured on their
relevant Par Name Date), unique of curiosity accrued to, however excluding, the date of redemption, discounted to the date of
redemption on a semi-annual foundation (assuming a 360-day 12 months consisting of twelve 30-day months) at a price equal to the sum of the
relevant Treasury Charge (as outlined under) plus 10 foundation level within the case of the 2022 Notes, plus 10 foundation factors within the case of
the 2024 Notes, plus 15 foundation factors within the case of the 2026 Notes, plus 15 foundation factors within the case of the 2029 Notes and plus 20
foundation factors within the case of the 2049 Notes.
On or after its relevant Par Name Date, we might redeem the 2024 Notes, the 2026 Notes, the 2029 Notes and the 2049 Notes at our
choice, at any time in complete or on occasion partly, at a redemption value equal to 100% of the principal quantity of the notes being
redeemed.
In every case, we may even pay the accrued and unpaid curiosity on the principal quantity being redeemed to, however excluding, the date of
redemption.
“Comparable Treasury Subject” means the USA Treasury safety chosen by an Unbiased Funding Banker as having a
maturity akin to the remaining time period (“Remaining Life”) of the notes to be redeemed (assuming, within the case of the 2024 Notes, the 2026
Notes, the 2029 Notes and the 2049 Notes, that such notes matured on their relevant Par Name Date) that may be utilized, on the time of
choice and in accordance with customary monetary follow, in pricing new problems with company debt securities of comparable maturity to the
remaining time period of such notes (assuming, within the case of the 2024 Notes, the 2026 Notes, the 2029 Notes and the 2049 Notes, that such notes
matured on their relevant Par Name Date).
“Comparable Treasury Value” means, with respect to any redemption date, (1) the common of the Reference Treasury Seller
Quotations for such redemption date, after excluding the best and lowest Reference Treasury Seller Quotations, or (2) if the Unbiased
Funding Banker obtains fewer than 4 such Reference Treasury Seller Quotations, the common of all such quotations.
“Unbiased Funding Banker” means one of many Reference Treasury Sellers that we appoint to behave because the Unbiased Funding
Banker on occasion.
“Par Name Date” means (i) with respect to the 2024 Notes, August 11, 2024 (one month previous to the maturity date of such notes), (ii) with
respect to the 2026 Notes, July 11, 2026 (two months previous to the
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maturity date of such notes), (iii) with respect to the 2029 Notes, June 11, 2029 (three months previous to the maturity date of such notes) and
(iv) with respect to the 2049 Notes, March 11, 2049 (six months previous to the maturity date of such notes).
“Reference Treasury Seller” means (1) every of Goldman Sachs & Co. LLC, BofA Securities, Inc. and Deutsche Financial institution Securities Inc.
and their respective successors, except any of them ceases to be a main U.S. Authorities securities vendor in New York Metropolis (a “Major
Treasury Seller”), through which case we are going to substitute one other Major Treasury Seller and (2) another Major Treasury Seller(s) we choose.
“Reference Treasury Seller Quotations” means, with respect to every Reference Treasury Seller and any redemption date, the
common, as decided by the Unbiased Funding Banker, of the bid and requested costs for the relevant Comparable Treasury Subject
(expressed in every case as a share of its principal quantity) quoted in writing to the Unbiased Funding Banker by such Reference
Treasury Seller at 5:00 p.m., New York Metropolis time, on the third enterprise day previous such redemption date.
“Treasury Charge” means, with respect to any redemption date, the speed per 12 months equal to: (1) the yield, beneath the heading which
represents the common for the instantly previous week, showing in, or accessible by means of, probably the most lately revealed statistical launch
designated “H.15” or any successor publication which is revealed weekly by the Board of Governors of the Federal Reserve System (or
companion on-line information useful resource revealed by the Board of Governors of the Federal Reserve System) and which establishes yields on
actively traded United States Treasury securities adjusted to fixed maturity beneath the caption “Treasury Fixed Maturities,” for the
maturity comparable to the relevant Comparable Treasury Subject; offered that, if no maturity is inside three months earlier than or after the
Remaining Lifetime of the notes to be redeemed, yields for the 2 revealed maturities most intently comparable to the relevant Comparable
Treasury Subject can be decided and the Treasury Charge can be interpolated or extrapolated from these yields on a straight line foundation,
rounding to the closest month; or (2) if such launch (or any successor launch) just isn’t revealed throughout the week previous the calculation
date or doesn’t include such yields, the speed per 12 months equal to the semiannual equal yield to maturity of the relevant Comparable
Treasury Subject, calculated utilizing a value for the relevant Comparable Treasury Subject (expressed as a share of its principal quantity)
equal to the associated Comparable Treasury Value for such redemption date. The Treasury Charge can be calculated by us on the third enterprise
day previous the redemption date. As used within the instantly previous sentence and within the definition of “Reference Treasury Seller
Quotations” above, the time period “enterprise day” means any day that isn’t a Saturday, Sunday or different day on which industrial banks in New
York Metropolis are licensed or obligated by regulation or government order to shut.
Discover of redemption can be mailed or electronically delivered not less than 10 however no more than 60 days earlier than the redemption date to
every holder of document of the notes to be redeemed at its registered handle. The discover of redemption for the notes will state, amongst different
issues, the quantity of notes to be redeemed, the redemption date, the style through which the redemption value can be calculated and the place
or locations that cost can be made upon presentation and give up of notes to be redeemed. Until we default within the cost of the
redemption value, curiosity will stop to accrue on any notes which have been known as for redemption on the redemption date. If lower than the entire
notes of a sequence are to be redeemed, the notes of such sequence to be redeemed can be chosen in response to DTC procedures, within the case of
notes represented by a world word, or by lot, within the case of notes that aren’t represented by a world word.
Open Market Purchases
The Firm might purchase the notes by means aside from a redemption, whether or not by tender supply, open market purchases, negotiated
transactions or in any other case, in accordance with relevant securities legal guidelines, as long as such acquisition doesn’t in any other case violate the phrases of
the indenture.
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Defeasance
The provisions of the indenture regarding defeasance, that are described beneath the caption “Description of the Debt Securities—
Discharge, Defeasance and Covenant Defeasance” within the accompanying prospectus, will apply to the notes.
World Clearance and Settlement Procedures
All pursuits within the world notes can be topic to the operations and procedures of DTC. We offer the next abstract of these
operations and procedures solely in your comfort. The operations and procedures of DTC are managed by DTC and could also be modified
at any time. We don’t take any duty for these operations and procedures and urge buyers to contact DTC or its members
straight to debate these issues. Preliminary settlement for the notes can be made in instantly accessible funds. Secondary market buying and selling
between DTC members will happen within the abnormal approach in accordance with DTC guidelines and can be settled in instantly accessible funds utilizing
DTC’s Identical Day Funds Settlement System. Secondary market buying and selling between Clearstream members and/or Euroclear members will
happen within the abnormal approach in accordance with the relevant guidelines and working procedures of Clearstream and Euroclear and can be settled
utilizing the procedures relevant to standard eurobonds in instantly accessible funds.
Cross market transfers between individuals holding straight or not directly by means of DTC, on the one hand, and straight or not directly by means of
Clearstream members or Euroclear members, on the opposite, can be effected by means of DTC in accordance with DTC guidelines on behalf of the
related European worldwide clearing system by its U.S. depositary; nonetheless, such cross market transactions would require supply of
directions to the related European worldwide clearing system by the counterparty in such system in accordance with its guidelines and
procedures and inside its established deadlines (European time). The related European worldwide clearing system will, if the transaction
meets its settlement necessities, ship directions to its U.S. depositary to take motion to impact remaining settlement on its behalf by delivering
or receiving notes by means of DTC, and making or receiving cost in accordance with regular procedures for identical day funds settlement
relevant to DTC. Clearstream members and Euroclear members might not ship directions on to their respective U.S.
depositaries.
Due to time zone variations, credit of notes acquired by means of Clearstream or Euroclear on account of a transaction with a DTC
participant can be made throughout subsequent securities settlement processing and dated the enterprise day following the DTC settlement date.
Such credit or any transactions in such notes settled throughout such processing can be reported to the related Euroclear members or
Clearstream members on such enterprise day. Money acquired in Clearstream or Euroclear on account of gross sales of notes by or by means of a
Clearstream participant or a Euroclear participant to a DTC participant can be acquired with worth on the DTC settlement date however can be
accessible within the related Clearstream or Euroclear money account solely as of the enterprise day following settlement in DTC.
Though DTC, Clearstream and Euroclear have agreed to the foregoing procedures in an effort to facilitate transfers of notes amongst
members of DTC, Clearstream and Euroclear, they’re beneath no obligation to carry out or proceed to carry out such procedures and such
procedures could also be modified or discontinued at any time. We won’t have any duty for the efficiency by DTC, Euroclear or
Clearstream or their respective direct or oblique members of their obligations beneath the foundations and procedures governing their operations.
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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The next is a abstract of sure U.S. federal revenue tax concerns of the possession and disposition of the notes. This
abstract relies upon provisions of the Inner Income Code of 1986, as amended, or the “Code,” relevant U.S. Treasury rules,
administrative rulings and judicial choices in impact as of the date of this prospectus complement, any of which can subsequently be
modified, presumably retroactively, or interpreted otherwise by the Inner Income Service, or the “IRS,” in order to end in U.S. federal revenue
tax penalties completely different from these mentioned under. Besides the place famous, this abstract offers solely with a word held as a capital asset
(throughout the which means of Part 1221 of the Code) by a useful proprietor who purchases the word on unique issuance on the first value at which
a considerable portion of the notes of the relevant sequence is bought for money to individuals aside from bond homes, brokers, or comparable individuals or
organizations appearing within the capability of underwriters, placement brokers or wholesalers. This abstract doesn’t handle all facets of U.S.
federal revenue taxes, together with the affect of the Medicare contribution tax on web funding revenue, and doesn’t cope with all tax
penalties that could be related to holders in gentle of their private circumstances or explicit conditions, equivalent to:
• tax penalties to brokers or sellers in securities or currencies, monetary establishments, regulated funding corporations, actual
property funding trusts, tax-exempt entities, insurance coverage corporations and merchants in securities that elect to make use of a mark-to-market
technique of tax accounting for his or her securities;
• tax penalties to individuals holding notes as part of a hedging, built-in, conversion or constructive sale transaction or a
straddle;
• tax penalties to U.S. holders, as outlined under, whose “practical forex” just isn’t the U.S. greenback;
• tax penalties to “managed international firms,” “passive international funding corporations,” and firms that accumulate
earnings to keep away from U.S. federal revenue tax;
• tax penalties to individuals topic to particular tax accounting guidelines on account of any merchandise of gross revenue with respect to the
notes being taken under consideration in an relevant monetary assertion;
• tax penalties to entities handled as partnerships for U.S. federal revenue tax functions and buyers therein;
• tax penalties to sure former residents or residents of the USA;
• various minimal tax penalties, if any;
• any state, native or international tax penalties; and
• property or reward taxes.
If an entity or association that’s handled as a partnership for U.S. federal revenue tax functions holds notes, the tax remedy of a
associate or member usually will rely upon the standing of the associate or member and the actions of the entity. In case you are a associate or
member in such an entity, you need to seek the advice of your tax advisors.
In case you are contemplating the acquisition of notes, you need to seek the advice of your tax advisors regarding the U.S. federal revenue tax
penalties to you in gentle of your individual particular scenario, in addition to penalties arising beneath the U.S. federal property or reward tax legal guidelines or
beneath the legal guidelines of another taxing jurisdiction.
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On this dialogue, we use the time period “U.S. holder” to confer with a useful proprietor of notes that’s, for U.S. federal revenue tax functions:
• a person citizen or resident of the USA;
• an organization (or another entity handled as an organization for U.S. federal revenue tax functions) created or organized in or beneath the
legal guidelines of the USA, any state thereof or the District of Columbia;
• an property the revenue of which is topic to U.S. federal revenue taxation no matter its supply; or
• a belief, if it (1) is topic to the first supervision of a courtroom inside the USA and a number of U.S. individuals have the
authority to regulate all substantial choices of the belief, or (2) has a legitimate election in impact beneath relevant U.S. Treasury
rules to be handled as a U.S. particular person.
We use the time period “non-U.S. holder” to explain a useful proprietor of notes that’s neither a U.S. holder nor a partnership or different entity
that’s handled as a partnership for U.S. federal revenue tax functions.
YOU SHOULD CONSULT WITH YOUR TAX ADVISORS REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN INCOME,
FRANCHISE, PERSONAL PROPERTY AND ANY OTHER TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF THE
NOTES.
Taxation of U.S. Holders
Curiosity Revenue
It’s anticipated, and this dialogue assumes, that the notes can be issued with not more than a de minimis quantity (as set forth within the
relevant U.S. Treasury rules) of unique problem low cost. In such case, curiosity paid on the notes usually can be taxable to a U.S.
holder as abnormal curiosity revenue on the time such funds are accrued or acquired (in accordance with the holder’s common technique of tax
accounting).
Sale, Change, Redemption, Repurchase or Different Taxable Disposition of the Notes
A U.S. holder will usually acknowledge achieve or loss equal to the distinction between the quantity realized on the sale, trade,
redemption, repurchase by us or different taxable disposition of a word (besides to the extent the quantity realized is attributable to accrued and
unpaid curiosity, which can be taxable as abnormal curiosity revenue to the extent not beforehand included in revenue) and the U.S. holder’s
adjusted tax foundation in such word. A U.S. holder’s adjusted tax foundation within the word usually would be the preliminary buy value for such word. Any
achieve or loss acknowledged on a sale, trade, redemption, repurchase by us or different taxable disposition of the word can be capital achieve or loss.
If, on the time of the sale, trade, redemption, repurchase by us or different taxable disposition of the word, a U.S. holder is handled as holding
the word for a couple of 12 months, such capital achieve or loss can be a long-term capital achieve or loss. In any other case, such capital achieve or loss can be a
short-term capital achieve or loss. Within the case of sure non-corporate U.S. holders (together with people), long-term capital positive factors are usually
eligible for lowered charges of U.S. federal revenue taxation. A U.S. holder’s skill to deduct capital losses could also be restricted.
Data Reporting and Backup Withholding
Data reporting necessities usually will apply to curiosity on the notes and the proceeds of a sale, trade, redemption,
repurchase by us or different taxable disposition of a word paid to a U.S.
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holder except the U.S. holder is an exempt recipient (equivalent to an organization). Backup withholding will apply to these funds if the U.S.
holder fails to offer its right taxpayer identification quantity, or certification of exempt standing, or if the U.S. holder is notified by the IRS that
it has didn’t report in full funds of curiosity and dividend revenue. Any quantities withheld beneath the backup withholding guidelines can be
allowed as a refund or a credit score in opposition to a U.S. holder’s U.S. federal revenue tax legal responsibility offered the required data is furnished to the IRS
in a well timed method.
Taxation of Non-U.S. Holders
Funds of Curiosity
Topic to the dialogue of backup withholding and FATCA under, U.S. federal withholding tax won’t be utilized to any cost of
curiosity on a word to a non-U.S. holder offered that:
• curiosity paid on the word just isn’t successfully linked with the non-U.S. holder’s conduct of a commerce or enterprise in the USA;
• the non-U.S. holder doesn’t truly or constructively personal 10% or extra of the entire mixed voting energy of all lessons of our
inventory which are entitled to vote throughout the which means of part 871(h)(Three) of the Code;
• the non-U.S. holder just isn’t a “managed international company” that’s associated to us (truly or constructively) by means of inventory possession;
and
• both (1) the non-U.S. holder gives its identify and handle, and certifies, beneath penalties of perjury, that it isn’t a U.S. particular person
(which certification could also be made on the relevant IRS Kind W-Eight) or (2) the non-U.S. holder holds the notes by means of sure international
intermediaries or sure international partnerships, and the non-U.S. holder and the international middleman or international partnership fulfill the
certification necessities of relevant U.S. Treasury rules.
If a non-U.S. holder can not fulfill the necessities described above, funds of curiosity made to the holder can be topic to the
30% U.S. federal withholding tax, except the non-U.S. holder gives the relevant withholding agent with a correctly executed (1) IRS Kind
W-Eight-BEN or W-8BEN-E, as relevant, claiming an exemption from or discount in withholding beneath the good thing about an relevant revenue tax
treaty or (2) IRS Kind W-8ECI (or different relevant type) stating that curiosity paid on the notes just isn’t topic to U.S. federal withholding tax
as a result of it’s successfully linked with the non-U.S. holder’s conduct of a commerce or enterprise in the USA. If a non-U.S. holder is
engaged in a commerce or enterprise in the USA and curiosity on the notes is successfully linked with the conduct of that commerce or
enterprise and, if required by an relevant revenue tax treaty, is attributable to a U.S. everlasting institution, then, though the non-U.S.
holder can be exempt from the 30% withholding tax offered the certification necessities mentioned above are happy, the non-U.S. holder
can be topic to U.S. federal revenue tax on that curiosity on a web revenue foundation in the identical method as if the non-U.S. holder have been a U.S.
holder. As well as, if a non-U.S. holder is a international company, it might be topic to a department earnings tax equal to 30% (or lesser price as might
be specified beneath an relevant revenue tax treaty) of its successfully linked earnings and earnings, topic to changes.
Sale, Change, Redemption, Repurchase or Different Taxable Disposition of the Notes
Topic to the dialogue of backup withholding and FATCA under, achieve acknowledged by a non-U.S. holder on the sale, trade,
redemption, repurchase by us or different taxable disposition of a word won’t be topic to U.S. federal revenue tax except:
• that achieve is successfully linked with a non-U.S. holder’s conduct of a commerce or enterprise in the USA (and, if required by an
relevant revenue treaty, is attributable to a U.S. everlasting institution); or
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• the non-U.S. holder is a person who’s current in the USA for 183 days or extra within the taxable 12 months of that disposition
and sure different circumstances are met.
If a non-U.S. holder is a person or international company described within the first bullet level above, it will likely be topic to tax on the web
achieve derived from the sale, trade, redemption, repurchase by us or different taxable disposition beneath common graduated U.S. federal revenue
tax charges and in the identical method as if the non-U.S. holder have been a U.S. holder. As well as, if a non-U.S. holder is a international company that
falls beneath the primary bullet level above, it might be topic to the department earnings tax equal to 30% (or lesser price as could also be specified beneath an
relevant revenue tax treaty) of its successfully linked earnings and earnings, topic to changes. If a non-U.S. holder is eligible for the
advantages of an revenue tax treaty between the USA and its nation of residence, any such achieve can be topic to U.S. federal revenue
tax within the method specified by the treaty and customarily will solely be topic to U.S. federal revenue tax if such achieve is attributable to a
everlasting institution maintained by the non-U.S. holder in the USA.
If a non-U.S. holder is a person described within the second bullet level above, such non-U.S. holder can be topic to a flat 30% (or
lesser price as could also be specified beneath an relevant revenue tax treaty) tax on the achieve derived from the sale, trade, redemption,
repurchase by us or different taxable disposition, which can be offset by U.S. supply capital losses, regardless that such non-U.S. holder just isn’t
thought-about a resident of the USA.
Data Reporting and Backup Withholding
Typically, the quantity of curiosity paid to non-U.S. holders and the quantity of tax, if any, withheld with respect to these funds should
be reported yearly to the IRS and to non-U.S. holders. Copies of the knowledge returns reporting such curiosity and withholding can also
be made accessible to the tax authorities within the nation through which a non-U.S. holder resides beneath the provisions of an relevant revenue tax
treaty.
Typically, a non-U.S. holder won’t be topic to backup withholding with respect to funds of curiosity that we make, offered the
relevant assertion described above within the final bullet level beneath “—Taxation of Non-U.S. Holders—Funds of Curiosity” has been
offered and the relevant withholding agent doesn’t have precise data or purpose to know that the holder is a United States particular person,
as outlined beneath the Code, that isn’t an exempt recipient. As well as, a non-U.S. holder can be topic to data reporting and,
relying on the circumstances, backup withholding with respect to funds of the proceeds of the sale, trade, redemption,
repurchase by us or different taxable disposition of a word inside the USA or performed by means of sure U.S.-related monetary
intermediaries, except the assertion described above has been acquired, and the payor doesn’t have precise data or purpose to know
holder is a United States particular person, as outlined beneath the Code, that isn’t an exempt recipient, or the non-U.S. holder in any other case
establishes an exemption. Any quantities withheld beneath the backup withholding guidelines can be allowed as a refund or a credit score in opposition to a non-U.S.
holder’s U.S. federal revenue tax legal responsibility offered the required data is furnished to the IRS in a well timed method.
International Account Tax Compliance Act (FATCA)
A 30% U.S. federal withholding tax might apply to curiosity revenue paid on notes paid to (i) a “international monetary establishment” (as particularly
outlined within the Code), whether or not such international monetary establishment is the useful proprietor or an middleman, except such international monetary
establishment agrees to confirm, report and disclose its “United States account” holders (as particularly outlined within the Code) and meets sure different
specified necessities or (ii) a “non-financial international entity” (as particularly outlined
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within the Code), Whereas the withholding beneath FATCA would have utilized additionally to the gross proceeds from a disposition of notes occurring after
December 31, 2018, lately proposed Treasury rules remove such withholding fully. Taxpayers usually might depend on these
proposed Treasury rules till remaining Treasury rules are issued. whether or not such non-financial international entity is the useful proprietor or
an middleman, except such non-financial international entity gives a certification that the useful proprietor of the cost doesn’t have any
substantial U.S. house owners or gives the identify, handle and taxpayer identification variety of every substantial U.S. proprietor and sure different
specified necessities are met. In sure instances, the related international monetary establishment or non-financial international entity might qualify for an
exemption from, or be deemed to be in compliance with, these guidelines. Additional, international monetary establishments situated in jurisdictions which have an
intergovernmental settlement with the USA governing FATCA could also be topic to completely different guidelines. If an curiosity cost is topic each
to withholding beneath FATCA and to the U.S. federal withholding tax mentioned above beneath “—Taxation of Non-U.S. Holders—Funds of
Curiosity,” the U.S. federal withholding beneath FATCA could also be credited in opposition to, and due to this fact cut back, such different U.S. federal withholding tax.
Holders ought to seek the advice of their tax advisors relating to these guidelines and whether or not they might be related to their possession and disposition of notes.
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UNDERWRITING
We and the underwriters for the providing named under have entered into an underwriting settlement with respect to the notes. Topic
to sure circumstances, every underwriter has severally agreed to buy from us the principal quantity of notes indicated within the following desk.
Underwriter
Principal
Quantity of
2022
Notes
Principal
Quantity of
2024
Notes
Principal
Quantity of
2026
Notes
Principal
Quantity of
2029
Notes
Principal
Quantity of
2049
Notes
Goldman Sachs & Co. LLC $ 400,000,000 $ 300,000,000 $ 800,000,000 $ 700,000,000 $ 600,000,000
BofA Securities, Inc. 175,000,000 131,250,000 350,000,000 306,250,000 262,500,000
Deutsche Financial institution Securities Inc. 175,000,000 131,250,000 350,000,000 306,250,000 262,500,000
Barclays Capital Inc. 75,000,000 56,250,000 150,000,000 131,250,000 112,500,000
Wells Fargo Securities, LLC 75,000,000 56,250,000 150,000,000 131,250,000 112,500,000
HSBC Securities (USA) Inc. 30,000,000 22,500,000 60,000,000 52,500,000 45,000,000
Morgan Stanley & Co. LLC 30,000,000 22,500,000 60,000,000 52,500,000 45,000,000
CastleOak Securities, L.P. 10,000,000 7,500,000 20,000,000 17,500,000 15,000,000
Drexel Hamilton, LLC 10,000,000 7,500,000 20,000,000 17,500,000 15,000,000
R. Seelaus & Co., LLC 10,000,000 7,500,000 20,000,000 17,500,000 15,000,000
Samuel A. Ramirez & Firm, Inc. 10,000,000 7,500,000 20,000,000 17,500,000 15,000,000
Whole $ 1,000,000,000 $ 750,000,000 $ 2,000,000,000 $ 1,750,000,000 $ 1,500,000,000
The underwriters are dedicated to take and pay for the entire notes being supplied, if any are taken.
The underwriters initially suggest to supply a part of the notes of every sequence on to the general public on the providing costs described on the
cowl web page of this prospectus complement. As well as, the underwriters initially suggest to supply a part of the 2022 Notes to securities sellers at
a reduction from the preliminary public providing value of as much as zero.060% of the principal quantity of the 2022 Notes, a part of the 2024 Notes to securities
sellers at a reduction from the preliminary public providing value of as much as zero.072% of the principal quantity of the 2024 Notes, a part of the 2026 Notes to
securities sellers at a reduction from the preliminary public providing value of as much as zero.090% of the principal quantity of the 2026 Notes, a part of the 2029
Notes to securities sellers at a reduction from the preliminary public providing value of as much as zero.120% of the principal quantity of the 2029 Notes and
a part of the 2049 Notes to securities sellers at a reduction from the preliminary public providing value of as much as zero.240% of the principal quantity of the
2049 Notes. Any such securities sellers might resell at a reduction of zero.025% of the principal quantity of the 2022 Notes, zero.025% of the principal
quantity of the 2024 Notes, zero.050% of the principal quantity of the 2026 Notes, zero.050% of the principal quantity of the 2029 Notes and zero.125%
of the principal quantity of the 2049 Notes to sure different brokers or sellers. If all of the notes aren’t bought on the preliminary providing value, the
underwriters might change the providing value and the opposite promoting phrases. The providing of the notes by the underwriters is topic to receipt and
acceptance and topic to the underwriters’ proper to reject any order in complete or partly.
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The next desk reveals the underwriting reductions that we’ll pay to the underwriters in reference to this providing:
Paid By Us
Per 2022 Observe zero.100%
Per 2024 Observe zero.120%
Per 2026 Observe zero.150%
Per 2029 Observe zero.200%
Per 2049 Observe zero.400%
Whole $14,400,000
Every sequence of the notes is a brand new problem of securities with no established buying and selling market. We don’t intend to use for itemizing of any
sequence of the notes on any securities trade. The underwriters have suggested us that they at the moment intend to make a market in every sequence
of the notes. Nevertheless, the underwriters aren’t obligated to take action, and any market-making with respect to the notes could also be discontinued, in
their sole discretion, at any time with out discover. No assurance may be given as to the liquidity of the buying and selling markets for the notes.
In reference to the providing, the underwriters might buy and promote notes within the open market. These transactions might embrace
brief gross sales, stabilizing transactions and purchases to cowl positions created by brief gross sales. Quick gross sales contain the sale by the underwriters
of a better variety of notes than they’re required to buy within the providing. Stabilizing transactions encompass sure bids or purchases
made for the aim of stopping or retarding a decline out there costs of the notes whereas the providing is in progress.
The underwriters additionally might impose a penalty bid. This happens when a selected underwriter repays to the underwriters a portion of the
underwriting low cost acquired by it as a result of the representatives have repurchased notes bought by or for the account of such underwriter in
stabilizing or brief overlaying transactions.
These actions by the underwriters, in addition to different purchases by the underwriters for their very own accounts, might stabilize, preserve or
in any other case have an effect on the market costs of the notes. In consequence, the costs of the notes could also be larger than the costs that in any other case would possibly exist in
the open market. The underwriters aren’t required to have interaction in these actions, but when these actions are commenced, they might be
discontinued by the underwriters at any time. These transactions could also be effected within the over-the-counter market or in any other case.
We count on to ship the notes in opposition to cost for the notes on or in regards to the date specified within the final paragraph of the quilt web page of
this prospectus complement, which would be the fifth enterprise day following the date of the pricing of the notes (“T+5”). Underneath Rule 15c6-1 of the
Change Act, trades within the secondary market usually are required to settle in two enterprise days, except the events to a commerce expressly
agree in any other case. Accordingly, purchasers who want to commerce notes previous to the second enterprise day earlier than the settlement date can be
required, by advantage of the truth that the notes initially will settle in T+5, to specify various settlement preparations to stop a failed
settlement.
We estimate that our share of the entire bills of the providing, excluding underwriting reductions and commissions, can be
roughly $7.Four million.
We have now agreed to indemnify the a number of underwriters in opposition to sure liabilities, together with liabilities beneath the Securities Act of 1933, as
amended, or to contribute to funds which the underwriters could also be required to make in respect of such liabilities.
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Gross sales Outdoors the USA
The notes could also be supplied and bought in the USA and sure jurisdictions exterior the USA through which such supply and sale
is permitted.
Canada
The notes supplied could also be bought solely to purchasers buying, or deemed to be buying, as principal which are accredited buyers,
as outlined in Nationwide Instrument 45-106 Prospectus Exemptions or subsection 73.Three(1) of the Securities Act (Ontario), and are permitted
purchasers, as outlined in Nationwide Instrument 31-103 Registration Necessities, Exemptions and Ongoing Registrant Obligations. Any resale of
the notes should be made in accordance with an exemption from, or in a transaction not topic to, the prospectus necessities of relevant
securities legal guidelines.
Securities laws in sure provinces or territories of Canada might present a purchaser with cures for rescission or damages if
this prospectus complement and accompanying prospectus (together with any modification thereto) comprises a misrepresentation, offered that
the cures for rescission or damages are exercised by the purchaser throughout the time restrict prescribed by the securities laws of the
purchaser’s province or territory. The purchaser ought to confer with any relevant provisions of the securities laws of the purchaser’s
province or territory for particulars of those rights or seek the advice of with a authorized advisor.
Pursuant to part 3A.Three of Nationwide Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters aren’t required to conform
with the disclosure necessities of NI 33-105 relating to underwriter conflicts of curiosity in reference to this providing.
European Financial Space
The notes aren’t supposed to be supplied, bought or in any other case made accessible to and shouldn’t be supplied, bought or in any other case made
accessible to any retail investor within the European Financial Space (the “EEA”). For these functions, (a) a retail investor means an individual who’s
one (or extra) of the next: (i) a retail shopper as outlined in level (11) of Article Four(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a
buyer throughout the which means of Directive 2016/97/EU (as amended, the “Insurance coverage Distribution Directive”), the place that buyer wouldn’t
qualify as an expert shopper as outlined in level (10) of Article Four(1) of MiFID II; or (iii) not a certified investor as outlined in Regulation (EU)
2017/1129 (as amended, the “Prospectus Regulation”); and (b) the expression “supply” consists of the communication in any type and by any
technique of ample data on the phrases of the supply and the notes to be supplied in order to allow an investor to determine to buy or
subscribe the notes. Consequently no key data doc required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs
Regulation”) for providing or promoting the notes or in any other case making them accessible to retail buyers within the EEA has been ready and
due to this fact providing or promoting the notes or in any other case making them accessible to any retail investor within the EEA could also be illegal beneath the PRIIPs
Regulation.
This preliminary prospectus complement has been ready on the premise that any supply of notes in any member state of the EEA can be
made pursuant to an exemption beneath the Prospectus Regulation from the requirement to publish a prospectus for gives of the notes. This
preliminary prospectus complement just isn’t a prospectus for the needs of the Prospectus Regulation.
United Kingdom
The notes might not be supplied in the UK aside from by an underwriter that (i) has solely communicated or induced to be
communicated, and can solely talk or trigger to be
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communicated, an invite or inducement to have interaction in funding exercise (throughout the which means of Part 21 of the Monetary Providers and
Markets Act 2000 (the “FSMA”)) acquired by it in reference to the difficulty or sale of any notes in circumstances through which Part 21(1) of the
FSMA doesn’t apply to the Firm; and (ii) has complied and can adjust to all relevant provisions of the FSMA with respect to
something executed by it in relation to the notes in, from or in any other case involving the UK.
Hong Kong
The notes might not be supplied or bought via any doc aside from (i) in circumstances which don’t represent a suggestion to the
public throughout the which means of the Firms Ordinance (Cap.32, Legal guidelines of Hong Kong), or (ii) to “skilled buyers” throughout the which means of
the Securities and Futures Ordinance (Cap.571, Legal guidelines of Hong Kong) and any guidelines made thereunder, or (iii) in different circumstances which do
not consequence within the doc being a “prospectus” throughout the which means of the Firms Ordinance (Cap.32, Legal guidelines of Hong Kong), and no
commercial, invitation or doc regarding the notes could also be issued or could also be within the possession of any particular person for the aim of problem
(in every case whether or not in Hong Kong or elsewhere), which is directed at, or the contents of that are prone to be accessed or learn by, the
public in Hong Kong (besides if permitted to take action beneath the legal guidelines of Hong Kong) aside from with respect to notes that are or are supposed to
be disposed of solely to individuals exterior Hong Kong or solely to “skilled buyers” throughout the which means of the Securities and Futures
Ordinance (Cap. 571, Legal guidelines of Hong Kong) and any guidelines made thereunder.
Japan
The notes haven’t been and won’t be registered pursuant to Article Four, Paragraph 1 of the Monetary Devices and Change Act.
Accordingly, not one of the notes nor any curiosity therein could also be supplied or bought, straight or not directly, in Japan or to, or for the good thing about, any
“resident” of Japan (which time period as used herein means any particular person resident in Japan, together with any company or different entity organized beneath
the legal guidelines of Japan), or to others for re-offering or resale, straight or not directly, in Japan or to or for the good thing about a resident of Japan, besides
pursuant to an exemption from the registration necessities of, and in any other case in compliance with, the Monetary Devices and Change
Act and another relevant legal guidelines, rules and ministerial tips of Japan in impact on the related time.
Singapore
This prospectus complement and the accompanying prospectus haven’t been and won’t be registered as a prospectus with the
Financial Authority of Singapore. Accordingly, this prospectus complement and the accompanying prospectus and another doc or
materials in reference to the supply or sale, or invitation for subscription or buy, of the notes might not be circulated or distributed, nor
might the notes be supplied or bought, or be made the topic of an invite for subscription or buy, whether or not straight or not directly, to individuals
in Singapore aside from (i) to an institutional investor beneath Part 274 of the Securities and Futures Act, Chapter 289 of Singapore (the
“SFA”), (ii) to a related particular person, or any particular person pursuant to Part 275(1A), and in accordance with the circumstances laid out in Part 275 of
the SFA, or (iii) in any other case pursuant to, and in accordance with the circumstances of, another relevant provision of the SFA. The place the notes
are subscribed or bought beneath Part 275 by a related particular person which is: an organization (which isn’t an accredited investor) the only real
enterprise of which is to carry investments and all the share capital of which is owned by a number of people, every of whom is an
accredited investor; or (b) a belief (the place the trustee just isn’t an accredited investor) whose sole goal is to carry investments and every
beneficiary is an accredited investor, shares, debentures and items of shares and debentures of that company or the beneficiaries’ rights
and curiosity in that belief shall not be transferred inside six
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months after that company or that belief has acquired the notes beneath Part 275 besides: (1) to an institutional investor beneath Part 274
of the SFA or to a related particular person, or any particular person pursuant to Part 275(1A), and in accordance with the circumstances laid out in Part 275
of the SFA; (2) the place no consideration is or can be given for the switch; or (Three) the switch is by operation of regulation.
Different Relationships
The underwriters and their respective associates are full service monetary establishments engaged in numerous actions, which can embrace
securities buying and selling, industrial and funding banking, monetary advisory, funding administration, funding analysis, principal
funding, hedging, financing and brokerage actions. Sure of the underwriters and their respective associates have offered, and should in
the longer term present, a wide range of these companies to the issuer and to individuals and entities with relationships with the issuer, for which they
acquired or will obtain customary charges and bills.
Within the abnormal course of their numerous enterprise actions, the underwriters and their respective associates, officers, administrators and
staff might buy, promote or maintain a broad array of investments and actively commerce securities, derivatives, loans, commodities, currencies,
credit score default swaps and different monetary devices for their very own account and for the accounts of their prospects, and such funding and
buying and selling actions might contain or relate to property, securities and/or devices of the issuer (straight, as collateral securing different obligations or
in any other case) and/or individuals and entities with relationships with the issuer. If any of the underwriters or their associates has a lending relationship
with us, Apple has been knowledgeable that sure of these underwriters or their associates routinely hedge, and sure different of these underwriters
or their associates might hedge, their credit score publicity to us per their customary danger administration insurance policies. Sometimes, these
underwriters and their associates would hedge such publicity by getting into into transactions which encompass both the acquisition of credit score default
swaps or the creation of brief positions in our securities, together with probably the notes supplied hereby. Any such credit score default swaps or brief
positions may adversely have an effect on future buying and selling costs of the notes supplied hereby. The underwriters and their respective associates can also
talk impartial funding suggestions, market coloration or buying and selling concepts and/or publish or categorical impartial analysis views
in respect of such property, securities or devices and should at any time maintain, or suggest to purchasers that they need to purchase, lengthy and/or
brief positions in such property, securities and devices.
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LEGAL MATTERS
The validity of the notes can be handed upon for us by Latham & Watkins LLP, New York, NY. Sure authorized issues can be handed
upon for the underwriters by Simpson Thacher & Bartlett LLP, Palo Alto, CA.
EXPERTS
Ernst & Younger LLP, impartial registered public accounting agency, has audited our consolidated monetary statements included in our
Annual Report on Kind 10-Okay for the 12 months ended September 29, 2018, and the effectiveness of our inside management over monetary reporting as
of September 29, 2018, as set forth of their reviews, that are included in our Annual Report on Kind 10-Okay for the 12 months ended September 29,
2018 and included by reference on this prospectus complement. Our monetary statements are included by reference in reliance on
Ernst & Younger LLP’s report, given on their authority as consultants in accounting and auditing.
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