Apple Bond Assignment essay

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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-228159
Title of Each Class of
Securities to be Registered
Amount
to be
Registered
Proposed
Maximum
Offering Price
Per Unit
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration Fee(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) under the Securities Act of 1933, as amended. The total registration fee due for this
offering is $845,603.92 .
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Prospectus Supplement
(To Prospectus dated November 5, 2018: 2024 – Write My Essay For Me | Essay Writing Service For Your Papers Online)
$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 are offering $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, together with the 2022 Notes, the 2024 Notes, the 2026 Notes and the 2029
Notes, the “notes”).
We will pay interest 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 each year, beginning 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 may redeem the notes in whole or in part at any time or from time to time at the redemption prices described under the heading “Description of
the Notes—Optional Redemption” in this prospectus supplement. The notes will be issued only in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.
See “Risk Factors” beginning on page S-6 to read about important factors you should consider before buying the notes.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is
a criminal offense.
Public Offering Price(1) Underwriting Discounts
Proceeds to Apple,
Before Expenses
Per Note Total Per Note Total Per Note Total
2022 Note 99.983% $ 999,830,000 0.100% $1,000,000 99.883% $ 998,830,000
2024 Note 99.772% $ 748,290,000 0.120% $ 900,000 99.652% $ 747,390,000
2026 Note 99.831% $1,996,620,000 0.150% $3,000,000 99.681% $1,993,620,000
2029 Note 99.608% $1,743,140,000 0.200% $3,500,000 99.408% $1,739,640,000
2049 Note 99.270% $1,489,050,000 0.400% $6,000,000 98.870% $1,483,050,000
(1) Plus accrued interest, if any, from September 11, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers.
We do not intend to apply for listing of any series of the notes on any securities exchange. Currently, there is no public trading market for any
series of the notes.
The underwriters expect to deliver the notes through the book-entry delivery system of The Depository Trust Company and its direct participants,
including Clearstream Banking S.A. and Euroclear Bank S.A./N.V., on or about September 11, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers, which is the fifth business day following the date of
this prospectus supplement. This settlement date may affect trading of the notes. See “Underwriting.”
Joint Book-Running Managers
Goldman Sachs & Co. LLC BofA Merrill Lynch Deutsche Bank 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 Supplement dated September 4, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers.
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TABLE OF CONTENTS
Prospectus Supplement
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 3
DESCRIPTION OF THE DEBT SECURITIES 4
PLAN OF DISTRIBUTION 19
VALIDITY OF THE SECURITIES 21
EXPERTS 21
This prospectus supplement, the accompanying prospectus and any free writing prospectus that we prepare or authorize contain
and/or incorporate by reference information that you should consider when making an investment decision. Neither we nor any underwriter
has authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in
this prospectus supplement, the accompanying prospectus or in any free writing prospectuses prepared by us or on our behalf or to which we
have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may
give you. This prospectus supplement and the accompanying prospectus is an offer to sell only the notes offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus supplement, the accompanying
prospectus and any free writing prospectus, and the documents incorporated by reference herein or therein, are current only as of the
respective dates of such documents. You should not assume that such information is accurate as of any date other than the respective dates
thereof. Our business, financial condition, results of operations and prospects may have changed since those dates.
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document has two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes. The
second part is the accompanying prospectus, dated November 5, 2018: 2024 – Write My Essay For Me | Essay Writing Service For Your Papers Online, which we refer to as the “accompanying prospectus.” The
accompanying prospectus contains more general information about our debt securities that we may offer from time to time, some of which
may not apply to this offering of notes. If information in this prospectus supplement is inconsistent with the accompanying prospectus, you
should rely on this prospectus supplement.
This prospectus supplement incorporates by reference important business and financial information about us that is not included in or
delivered with this prospectus supplement. It is important for you to read and consider all information contained or incorporated by reference
in this prospectus supplement and the accompanying prospectus in making your investment decision. See “Where You Can Find More
Information” and “Incorporation by Reference” in this prospectus supplement and the accompany prospectus.
Unless otherwise stated or the context otherwise requires, references in this prospectus supplement to “Apple,” the “Company,” “we,”
“us” and “our” and all similar references are to Apple Inc. and its consolidated subsidiaries. However, in the “Description of the Notes,” “Risk
Factors” and related summary sections of this prospectus supplement and the “Description of the Debt Securities” section of the
accompanying prospectus, references to “we,” “us” and “our” are to Apple Inc. and not to any of its subsidiaries.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission
(the “SEC”). The SEC maintains an Internet web site that contains reports, proxy and information statements, and other information regarding
issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file electronically with the SEC at
http://www.sec.gov.
We also make available, free of charge, on or through our Internet web site (investor.apple.com) our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements on Schedule 14A and, if applicable, amendments to those
reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as
reasonably practicable after we electronically file such material with, or furnish it to, the SEC. I need help writing my essay – research paper note, however, that we have not
incorporated any other information by reference from our Internet web site, other than the documents listed below under the heading
“Incorporation by Reference.” In addition, you may request copies of these filings at no cost through our Investor Relations Department at:
Apple Inc., One Apple Park Way, MS 927-4INV, Cupertino, CA 95014, telephone: (408) 974-3123 or our Internet web site
(investor.apple.com).
We have filed with the SEC a registration statement on Form S-3 relating to the debt securities covered by this prospectus supplement.
This prospectus supplement is a part of the registration statement and does not contain all the information in the registration statement.
Whenever a reference is made in this prospectus supplement to a contract or other document of ours that is an exhibit to the registration
statement, the reference is only a summary and you should refer to the exhibits that are a part of the registration statement for a copy of the
contract or other document. You may review a copy of the registration statement and the documents incorporated by reference herein through
the SEC’s Internet web site listed above.
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INCORPORATION BY REFERENCE
The SEC allows us to incorporate by reference information into this prospectus supplement and the accompanying prospectus. This
means that we can disclose important information to you by referring you to another document filed separately with the SEC. Any information
referred to in this way is considered part of this prospectus supplement and the accompanying prospectus from the date we file that
document. Any reports filed by us with the SEC after the date of this prospectus supplement and before the date that the offering of the notes
by means of this prospectus supplement and the accompanying prospectus is terminated will automatically update and, where applicable,
supersede any information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus.
We incorporate by reference in this prospectus supplement and the accompanying prospectus the documents set forth below that have
been previously filed with the SEC as well as any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
on or after the date of this prospectus supplement and before the termination of this offering; provided, however, that, except as specifically
provided below, we are not incorporating any documents or information deemed to have been furnished rather than filed in accordance with
SEC rules:
• our Annual Report on Form 10-K for the fiscal year ended September 29, 2018: 2024 – Write My Essay For Me | Essay Writing Service For Your Papers Online, including those portions of our Proxy Statement on
Schedule 14A filed on January 8, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers that are incorporated by reference in such Annual Report;
• our Quarterly Reports on Form 10-Q for the quarterly periods ended December 29, 2018: 2024 – Write My Essay For Me | Essay Writing Service For Your Papers Online, March 30, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers and June 29, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers;
• our Current Reports on Form 8-K filed on February 6, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers and March 4, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers; and
• any filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this
prospectus supplement and before the termination of this offering.
To obtain copies of these filings, see “Where You Can Find More Information.”
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FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein or therein,
include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and
uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any
statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as
“future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,” “may,” and similar terms.
Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed
in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in the “Risk
Factors” section of this prospectus supplement and in Part II, Item 1A of the Company’s most recent Quarterly Report on Form 10-Q for the
fiscal quarter ended June 29, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers under the heading “Risk Factors,” which are incorporated herein by reference. We assume no obligation to
revise or update any forward-looking statements for any reason, except as required by law.
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SUMMARY
The following summary highlights information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. It does not contain all of the information that you should consider before investing in the notes. You should
carefully read this entire prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference
in this prospectus supplement and the accompanying prospectus.
Apple Inc.
Apple designs, manufactures and markets mobile communication and media devices and personal computers, and sells a variety
of related software, services, accessories and third-party digital content and applications. Our products and services include iPhone®,
iPad®, Mac®, Apple Watch®, AirPods®, Apple TV®, HomePod™, a portfolio of consumer and professional software applications, iOS,
macOS®, watchOS® and tvOS® operating systems, iCloud®, Apple Pay® and a variety of accessory, service and support offerings. We
sell and deliver digital content and applications through the iTunes Store®, App Store®, Mac App Store, TV App Store, Book Store and
Apple Music®. Apple sells its products worldwide through its retail stores, online stores and direct sales force, as well as through thirdparty cellular network carriers, wholesalers, retailers and resellers. In addition, we sell a variety of third-party Apple-compatible products,
including application software and various accessories through our retail and online stores. Apple sells to consumers, small and
mid-sized businesses and education, enterprise and government customers.
Apple Inc. is a California corporation established in 1977. Our principal executive offices are located at One Apple Park Way,
Cupertino, CA 95014, and our main telephone number is (408) 996-1010.
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The Offering
The following is a brief summary of the terms and conditions of this offering. It does not contain all of the information that you need
to consider in making your investment decision. To understand all of the terms and conditions of the offering of the notes, you should
carefully read this entire prospectus supplement, as well as the accompanying prospectus and the documents incorporated by reference
in this prospectus supplement and the accompanying prospectus.
Issuer Apple Inc.
Notes offered $1,000,000,000 aggregate principal amount of 1.700% Notes due
2022;
$750,000,000 aggregate principal amount of 1.800% Notes due
2024;
$2,000,000,000 aggregate principal amount of 2.050% Notes due
2026;
$1,750,000,000 aggregate principal amount of 2.200% Notes due
2029; and
$1,500,000,000 aggregate principal amount of 2.950% Notes due
2049.
Original issue date September 11, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers.
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.
Interest rate 1.700% per annum for the 2022 Notes;
1.800% per annum for the 2024 Notes;
2.050% per annum for the 2026 Notes;
2.200% per annum for the 2029 Notes; and
2.950% per annum for the 2049 Notes.
Interest payment dates Interest on the 2022 Notes, 2024 Notes, the 2026 Notes, the
2029 Notes and the 2049 Notes will be paid semi-annually in
arrears on March 11 and September 11 of each year, beginning
on March 11, 2020, and on the applicable maturity date for each
series of notes.
Optional redemption Prior 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 prior to the maturity date of such notes), (iii) with
respect to the 2026 Notes, July 11, 2026 (two months prior to the
maturity date of such notes), (iv) with respect to the 2029 Notes,
June 11, 2029 (three months prior to the maturity date of
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such notes) and (v) with respect to the 2049 Notes, March 11,
2049 (six months prior to the maturity date of such notes), such
series of notes may be redeemed at our option, at any time in
whole or from time to time in part, at a redemption price as
calculated by us, equal to the greater of:
• 100% of the principal amount of the notes being
redeemed; or
• the sum of the present values of the remaining scheduled
payments of principal and interest on the notes being
redeemed (assuming, in the case of the 2024 Notes, the
2026 Notes, the 2029 Notes and the 2049 Notes, that
such notes matured on their applicable Par Call Date as
defined in this prospectus supplement), exclusive of
interest accrued to, but excluding, the date of redemption,
discounted to the date of redemption on a semi-annual
basis (assuming a 360-day year consisting of twelve
30-day months) at a rate equal to the sum of the
applicable Treasury Rate (as defined in this prospectus
supplement) plus 10 basis points in the case of the 2022
Notes, plus 10 basis points in the case of the 2024 Notes,
plus 15 basis points in the case of the 2026 Notes, plus
15 basis points in the case of the 2029 Notes and plus 20
basis points in the case of the 2049 Notes.
On or after (i) with respect to the 2024 Notes, August 11, 2024
(one month prior to the maturity date of such notes), (ii) with
respect to the 2026 Notes, July 11, 2026 (two months prior to the
maturity date of such notes), (iii) with respect to the 2029 Notes,
June 11, 2029 (three months prior to the maturity date of such
notes) and (iv) with respect to the 2049 Notes, March 11, 2049
(six months prior to the maturity date of such notes), such series
of notes may be redeemed at our option, at any time in whole or
from time to time in part, at a redemption price equal to 100% of
the principal amount of the notes being redeemed.
In each case, we will also pay the accrued and unpaid interest on
the principal amount being redeemed to, but excluding, the date
of redemption.
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See “Description of the Notes—Optional Redemption.”
Ranking The notes will be:
• our senior unsecured indebtedness and will rank equally
with each other and with all of our other senior unsecured
and unsubordinated indebtedness from time to time
outstanding;
• structurally subordinated to any indebtedness and
preferred stock, if any, of our subsidiaries; and
• effectively subordinated to any secured indebtedness to
the extent of the value of the assets securing such
indebtedness.
The indenture does not restrict the ability of our subsidiaries to
incur indebtedness. See “Description of the Notes—Ranking.”
Further issuances We reserve the right, from time to time and without the consent of
any holders of the notes, to re-open each series of notes on
terms identical in all respects to the outstanding notes of such
series (except for the date of issuance, the date interest begins to
accrue and, in certain circumstances, the first interest payment
date), so that such additional notes will be consolidated with, form
a single series with and increase the aggregate principal amount
of the notes of such series. See “Description of the Notes—
General.”
Use of proceeds We intend to use the net proceeds from sales of the notes, which
we estimate will be approximately $6.96 billion, after deducting
underwriting discounts and our offering expenses, for general
corporate purposes, including repurchases of our common stock
and payment of dividends under our program to return capital to
shareholders, funding for working capital, capital expenditures,
acquisitions and repayment of debt. See “Use of Proceeds.”
Denominations The notes will be issued only in minimum denominations of
$2,000 and integral multiples of $1,000 in excess thereof.
Form of notes We will issue the notes in the form of one or more fully registered
global notes registered in the name of the nominee of The
Depository Trust Company (“DTC”). Investors may elect to hold
the interests in the global notes through any of
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DTC, Clearstream Banking, S.A. or Euroclear Bank S.A./N.V., as
described under the heading “Description of the Notes—Global
Clearance and Settlement Procedures.”
Governing law New York.
Risk factors An investment in the notes involves risk. You should consider
carefully the specific factors set forth under the heading “Risk
Factors” beginning on page S-6 of this prospectus supplement,
as well as the other information set forth and incorporated by
reference in this prospectus supplement and the accompanying
prospectus, before investing in any of the notes offered hereby.
Trading Each series of the notes is a new issue of securities with no
established trading market. We do not intend to apply for listing of
any series of the notes on any securities exchange. The
underwriters have advised us that they currently intend to make a
market in each series of the notes. However, the underwriters are
not obligated to do so, and any market-making with respect to the
notes may be discontinued, in their sole discretion, at any time
without notice. No assurance can be given as to the liquidity of
the trading markets for the notes. See “Underwriting.”
Trustee The Bank of New York Mellon Trust Company, N.A.
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RISK FACTORS
Investing in the notes involves risks. Before making a decision to invest in the notes, you should carefully consider the risks described
in Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended June 29, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers under the heading “Risk Factors,” which
are incorporated by reference in this prospectus supplement and the accompanying prospectus, as well as the risks set forth below. See
“Where You Can Find More Information” in this prospectus supplement and the accompanying prospectus.
The notes are structurally subordinated to the liabilities of our subsidiaries.
The notes are our obligations exclusively and not of any of our subsidiaries. A significant portion of our operations is conducted
through our subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to
make any funds available therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized
claims against our subsidiaries, all claims of creditors (including trade creditors) and holders of preferred stock, if any, of our subsidiaries will
have priority with respect to the assets of such subsidiaries over our claims (and therefore the claims of our creditors, including holders of the
notes). Consequently, the notes will be effectively subordinated to all existing and future liabilities of any of our subsidiaries and any
subsidiaries that we may in the future acquire or establish.
The notes are subject to prior claims of any secured creditors, and if a default occurs, we may not have sufficient funds to fulfill our
obligations under the notes.
The notes are our unsecured general obligations, ranking equally with other unsecured and unsubordinated indebtedness. As of
June 29, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers, we had $98.3 billion of unsecured senior notes and $10.0 billion of unsecured short-term promissory notes outstanding but no
secured senior debt outstanding. The indenture governing the notes permits us to incur additional debt, including secured debt. If we incur
any secured debt, our assets will be subject to prior claims by our secured creditors. In the event of our bankruptcy, liquidation, reorganization
or other winding up, assets that secure debt will be available to pay obligations on the notes only after all debt secured by those assets has
been repaid in full. Holders of the notes will participate in our remaining assets ratably with all of our unsecured and unsubordinated creditors,
including our trade creditors. If we incur any additional obligations that rank equally with the notes, including trade payables, the holders of
those obligations will be entitled to share ratably with the holders of the notes and the previously issued notes in any proceeds distributed
upon our insolvency, liquidation, reorganization, dissolution or other winding up. This may have the effect of reducing the amount of proceeds
paid to you. If there are not sufficient assets remaining to pay all these creditors, all or a portion of the notes then outstanding would remain
unpaid.
The indenture governing the notes does not contain financial covenants and only provides limited protection against significant
corporate events and other actions we may take that could adversely impact your investment in the notes.
While the indenture governing the notes contains terms intended to provide protection to the holders of the notes upon the occurrence
of certain events involving significant corporate transactions, such terms are limited and may not be sufficient to protect your investment in the
notes.
The indenture for the notes does not:
• require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow or liquidity and, accordingly,
does not protect holders of the notes in the event we experience significant adverse changes in our financial condition;
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• limit our ability to incur indebtedness that is secured, senior to or equal in right of payment to the notes, or to engage in
sale/leaseback transactions;
• restrict our subsidiaries’ ability to issue securities or otherwise incur indebtedness that would be senior to our equity interests in our
subsidiaries and therefore rank effectively senior to the notes;
• restrict our ability to repurchase or prepay any other of our securities or other indebtedness;
• restrict our ability to make investments or to repurchase or pay dividends or make other payments in respect of our common stock
or other securities ranking junior to the notes;
• restrict our ability to enter into highly leveraged transactions; or
• require us to repurchase the notes in the event of a change in control.
As a result of the foregoing, when evaluating the terms of the notes, you should be aware that the terms of the indenture and the notes
do not restrict our ability to engage in, or to otherwise be a party to, a variety of corporate transactions, circumstances and events that could
have an adverse impact on your investment in the notes.
Active trading markets for the notes may not develop.
Each series of the notes is a new issue of securities with no established trading market. We do not intend to apply for listing of any
series of the notes on any securities exchange. We cannot assure you trading markets for the notes will develop or of the ability of holders of
the notes to sell their notes or of the prices at which holders may be able to sell their notes. The underwriters have advised us that they
currently intend to make a market in each series of the notes. However, the underwriters are not obligated to do so, and any market-making
with respect to the notes may be discontinued, in their sole discretion, at any time without notice. No assurance can be given as to the liquidity
of the trading markets for the notes. If no active trading markets develop, you may be unable to resell the notes at any price or at their fair
market value.
The market prices of the notes may be volatile.
The market prices of the notes will depend on many factors, including, but not limited to, the following:
• credit ratings on our debt securities assigned by rating agencies;
• the time remaining until maturity of the notes;
• the prevailing interest rates being paid by other companies similar to us;
• our results of operations, financial condition and prospects; and
• the condition of the financial markets.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future,
which could have an adverse effect on the market prices of the notes.
Rating agencies continually review the credit ratings they have assigned to companies and debt securities. Negative changes in the
credit ratings assigned to us or our debt securities could have an adverse effect on the market prices of the notes.
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Our credit ratings may not reflect all risks of your investment in the notes.
Our credit ratings are an assessment by rating agencies of our ability to pay our debts when due. Consequently, real or anticipated
changes in our credit ratings will generally affect the market value of the notes. These credit ratings may not reflect the potential impact of all
risks relating to the notes. Agency credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn
at any time by the issuing organization. Each agency’s rating should be evaluated independently of any other agency’s credit rating.
Redemption may adversely affect your return on the notes.
We have the right to redeem the notes on the terms set forth in this prospectus supplement. We may redeem such notes at times
when prevailing interest rates may be relatively low. Accordingly, you may not be able to reinvest the amount received upon a redemption in a
comparable security at an effective interest rate as high as that of such notes.
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USE OF PROCEEDS
We estimate the net proceeds from sales of the notes will be approximately $6.96 billion, after deducting underwriting discounts and
our offering expenses. We intend to use such net proceeds for general corporate purposes, including repurchases of our common stock and
payment of dividends under our program to return capital to shareholders, funding for working capital, capital expenditures, acquisitions and
repayment of debt.
We may temporarily invest funds that are not immediately needed for these purposes in short-term investments, including cash, cash
equivalents and/or marketable securities.
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CAPITALIZATION
The following table sets forth our capitalization on a consolidated basis as of June 29, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers. We have presented our capitalization on
both an actual and an as adjusted basis to reflect the issuance and sale of the notes offered hereby, but not the application of the net
proceeds from the issuance and sale of any such notes. See “Use of Proceeds.” You should read the following table along with our financial
statements and the accompanying notes to those statements, together with the information set forth under “Management’s Ace my homework – Write my paper – Online assignment help tutors – Discussion and
Analysis of Financial Condition and Results of Operations” in our Quarterly Report on Form 10-Q for the quarter ended June 29, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers, which
is incorporated by reference in this prospectus supplement and the accompanying prospectus. See “Where You Can Find More Information”
in this prospectus supplement and the accompanying prospectus.
As of June 29, 2019: 2024 – Online Assignment Homework Writing Help Service By Expert Research Writers
Actual As Adjusted

(unaudited, $ in millions,
except par value and
share numbers, in
thousands)
Total current portion of long-term debt $ 13,529 $ 13,529
Long-term debt:
1.700% Notes due 2022 offered hereby — 1,000
1.800% Notes due 2024 offered hereby — 750
2.050% Notes due 2026 offered hereby — 2,000
2.200% Notes due 2029 offered hereby — 1,750
2.950% Notes due 2049 offered hereby — 1,500
Other long-term debt 84,936 84,936
Total long-term debt 84,936 91,936
Shareholders’ equity:
Common stock and additional paid-in capital, $0.00001 par value; 12,600,000 shares authorized;
4,531,395 shares issued and outstanding 43,371 43,371
Retained earnings 53,724 53,724
Accumulated other comprehensive income/(loss) (639) (639)
Total shareholders’ equity 96,456 96,456
Total capitalization $181,392 $ 188,392
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DESCRIPTION OF THE NOTES
The following description is a summary of the terms of the notes being offered. The descriptions in this prospectus supplement and the
accompanying prospectus contain descriptions of certain terms of the notes and the indenture dated as of November 5, 2018: 2024 – Write My Essay For Me | Essay Writing Service For Your Papers Online (the
“indenture”), between us and The Bank of New York Mellon Trust Company, N.A., as trustee, under which we will issue the notes, but do not
purport to be complete and are subject to, and are qualified in their entirety by reference to, all of the provisions of the indenture that has been
filed as Exhibit 4.1 to the Company’s registration statement on Form S-3 filed on November 5, 2018: 2024 – Write My Essay For Me | Essay Writing Service For Your Papers Online (Registration Number 333-228159),
including the definitions of specified terms used in the indenture, and to the Trust Indenture Act of 1939, as amended. Wherever particular
articles, sections or defined terms of the indenture are referred to, it is intended that those articles, sections or defined terms will be
incorporated herein by reference, and the statement in connection with which reference is made is qualified in its entirety by the article,
section or defined term in the indenture. This summary supplements the description of the debt securities in the accompanying prospectus
and, to the extent it is inconsistent, replaces the description in the accompanying prospectus. We urge you to read the indenture because it,
and not this description, defines your rights as a holder of the notes. For purposes of this description, references to the “Company,” “we,” “our”
and “us” refer only to Apple Inc. and not to its subsidiaries.
General
The notes (as defined below) will constitute separate series of securities under the indenture referred to below and will be issued only
in fully registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. The notes will mature on the
dates set forth below. The accompanying prospectus describes additional provisions of the notes and of the indenture. There is no limit on the
aggregate principal amount of notes that we may issue under the indenture. We reserve the right, from time to time and without the consent of
any holders of the notes, to re-open each series of notes on terms identical in all respects to the outstanding notes of such series (except for
the date of issuance, the date interest begins to accrue and, in certain circumstances, the first interest payment date), so that such additional
notes will be consolidated with, form a single series with and increase the aggregate principal amount of the notes of such series; provided
that the additional notes will have a separate CUSIP number unless: (i) the additional notes are issued within thirteen days of the issuance of
the outstanding notes of the original series, (ii) the additional notes are issued pursuant to a “qualified reopening” of the outstanding notes of
the original series for U.S. federal income tax purposes or (iii) the additional notes are, and the outstanding notes of the original series were,
issued without original issue discount for U.S. federal income tax purposes. Such additional notes will have the same terms as to ranking,
redemption, waivers, amendments or otherwise, as the applicable series of notes, and will vote together as one class on all matters with
respect to such series 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 2.050% Notes due 2026 (the “2026 Notes”) will mature on September 11, 2026, the 2.200% Notes
due 2029 (the “2029 Notes”) will mature on September 11, 2029 and the 2.950% Notes due 2049 (the “2049 Notes” and, together 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
interest at 1.700% per annum, the 2024 Notes will bear interest at 1.800% per annum, the 2026 Notes will bear interest at 2.050% per annum,
the 2029 Notes will bear interest at 2.200% per annum and the 2049 Notes will bear interest at 2.950% per annum. We will pay interest 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
each year, beginning on March 11, 2020, and on the applicable maturity date for each series of notes, to the record holders at the close of
business on the preceding February 25 or August 28 (whether or not such record date is a business day). Interest will be computed on the
basis of a 360-day year consisting of twelve 30-day months.
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Ranking
The notes will be our senior unsecured indebtedness and will rank equally with each other and with all of our other senior unsecured
and unsubordinated indebtedness from time to time outstanding. However, the notes will be structurally subordinated to any indebtedness
and preferred stock, if any, of our subsidiaries and will be effectively subordinated to any secured indebtedness to the extent of the value of
the assets securing such indebtedness. Claims of the creditors of our subsidiaries will generally have priority with respect to the assets and
earnings of such subsidiaries over the claims of our creditors, including holders of the notes. Accordingly, the notes will be effectively
subordinated to creditors, including trade creditors and preferred stockholders, if any, of our subsidiaries. The indenture does not restrict the
ability of our subsidiaries to incur indebtedness.
Optional Redemption
Prior to its maturity date, in the case of the 2022 Notes, or its applicable Par Call Date for the 2024 Notes, the 2026 Notes, the 2029
Notes and the 2049 Notes, we may redeem such series of notes at our option, at any time in whole or from time to time in part, at a
redemption price as calculated by us, equal to the greater of:
• 100% of the principal amount of the notes being redeemed; or
• the sum of the present values of the remaining scheduled payments of principal and interest on the notes being redeemed
(assuming, in the case of the 2024 Notes, the 2026 Notes, the 2029 Notes and the 2049 Notes, that such notes matured on their
applicable Par Call Date), exclusive of interest accrued to, but excluding, the date of redemption, discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the sum of the
applicable Treasury Rate (as defined below) plus 10 basis point in the case of the 2022 Notes, plus 10 basis points in the case of
the 2024 Notes, plus 15 basis points in the case of the 2026 Notes, plus 15 basis points in the case of the 2029 Notes and plus 20
basis points in the case of the 2049 Notes.
On or after its applicable Par Call Date, we may redeem the 2024 Notes, the 2026 Notes, the 2029 Notes and the 2049 Notes at our
option, at any time in whole or from time to time in part, at a redemption price equal to 100% of the principal amount of the notes being
redeemed.
In each case, we will also pay the accrued and unpaid interest on the principal amount being redeemed to, but excluding, the date of
redemption.
“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a
maturity comparable to the remaining term (“Remaining Life”) of the notes to be redeemed (assuming, in the case of the 2024 Notes, the 2026
Notes, the 2029 Notes and the 2049 Notes, that such notes matured on their applicable Par Call Date) that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such notes (assuming, in the case of the 2024 Notes, the 2026 Notes, the 2029 Notes and the 2049 Notes, that such notes
matured on their applicable Par Call Date).
“Comparable Treasury Price” means, with respect to any redemption date, (1) the average of the Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (2) if the Independent
Investment Banker obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations.
“Independent Investment Banker” means one of the Reference Treasury Dealers that we appoint to act as the Independent Investment
Banker from time to time.
“Par Call Date” means (i) with respect to the 2024 Notes, August 11, 2024 (one month prior to the maturity date of such notes), (ii) with
respect to the 2026 Notes, July 11, 2026 (two months prior to the
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maturity date of such notes), (iii) with respect to the 2029 Notes, June 11, 2029 (three months prior to the maturity date of such notes) and
(iv) with respect to the 2049 Notes, March 11, 2049 (six months prior to the maturity date of such notes).
“Reference Treasury Dealer” means (1) each of Goldman Sachs & Co. LLC, BofA Securities, Inc. and Deutsche Bank Securities Inc.
and their respective successors, unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a “Primary
Treasury Dealer”), in which case we will substitute another Primary Treasury Dealer and (2) any other Primary Treasury Dealer(s) we select.
“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the
average, as determined by the Independent Investment Banker, of the bid and asked prices for the applicable Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding such redemption date.
“Treasury Rate” means, with respect to any redemption date, the rate per year equal to: (1) the yield, under the heading which
represents the average for the immediately preceding week, appearing in, or available through, the most recently published statistical release
designated “H.15” or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System (or
companion online data resource published by the Board of Governors of the Federal Reserve System) and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity under the caption “Treasury Constant Maturities,” for the
maturity corresponding to the applicable Comparable Treasury Issue; provided that, if no maturity is within three months before or after the
Remaining Life of the notes to be redeemed, yields for the two published maturities most closely corresponding to the applicable Comparable
Treasury Issue will be determined and the Treasury Rate will be interpolated or extrapolated from those yields on a straight line basis,
rounding to the nearest month; or (2) if such release (or any successor release) is not published during the week preceding the calculation
date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the applicable Comparable
Treasury Issue, calculated using a price for the applicable Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the related Comparable Treasury Price for such redemption date. The Treasury Rate will be calculated by us on the third business
day preceding the redemption date. As used in the immediately preceding sentence and in the definition of “Reference Treasury Dealer
Quotations” above, the term “business day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New
York City are authorized or obligated by law or executive order to close.
Notice of redemption will be mailed or electronically delivered at least 10 but not more than 60 days before the redemption date to
each holder of record of the notes to be redeemed at its registered address. The notice of redemption for the notes will state, among other
things, the amount of notes to be redeemed, the redemption date, the manner in which the redemption price will be calculated and the place
or places that payment will be made upon presentation and surrender of notes to be redeemed. Unless we default in the payment of the
redemption price, interest will cease to accrue on any notes that have been called for redemption at the redemption date. If less than all of the
notes of a series are to be redeemed, the notes of such series to be redeemed will be selected according to DTC procedures, in the case of
notes represented by a global note, or by lot, in the case of notes that are not represented by a global note.
Open Market Purchases
The Company may acquire the notes by means other than a redemption, whether by tender offer, open market purchases, negotiated
transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does not otherwise violate the terms of
the indenture.
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Defeasance
The provisions of the indenture relating to defeasance, which are described under the caption “Description of the Debt Securities—
Discharge, Defeasance and Covenant Defeasance” in the accompanying prospectus, will apply to the notes.
Global Clearance and Settlement Procedures
All interests in the global notes will be subject to the operations and procedures of DTC. We provide the following summary of those
operations and procedures solely for your convenience. The operations and procedures of DTC are controlled by DTC and may be changed
at any time. We do not take any responsibility for these operations and procedures and urge investors to contact DTC or its participants
directly to discuss these matters. Initial settlement for the notes will be made in immediately available funds. Secondary market trading
between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled in immediately available funds using
DTC’s Same Day Funds Settlement System. Secondary market trading between Clearstream participants and/or Euroclear participants will
occur in the ordinary way in accordance with the applicable rules and operating procedures of Clearstream and Euroclear and will be settled
using the procedures applicable to conventional eurobonds in immediately available funds.
Cross market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through
Clearstream participants or Euroclear participants, on the other, will be effected through DTC in accordance with DTC rules on behalf of the
relevant European international clearing system by its U.S. depositary; however, such cross market transactions will require delivery of
instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and
procedures and within its established deadlines (European time). The relevant European international clearing system will, if the transaction
meets its settlement requirements, deliver instructions to its U.S. depositary to take action to effect final settlement on its behalf by delivering
or receiving notes through DTC, and making or receiving payment in accordance with normal procedures for same day funds settlement
applicable to DTC. Clearstream participants and Euroclear participants may not deliver instructions directly to their respective U.S.
depositaries.
Because of time zone differences, credits of notes received through Clearstream or Euroclear as a result of a transaction with a DTC
participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date.
Such credits or any transactions in such notes settled during such processing will be reported to the relevant Euroclear participants or
Clearstream participants on such business day. Cash received in Clearstream or Euroclear as a result of sales of notes by or through a
Clearstream participant or a Euroclear participant to a DTC participant will be received with value on the DTC settlement date but will be
available in the relevant Clearstream or Euroclear cash account only as of the business day following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of notes among
participants of DTC, Clearstream and Euroclear, they are under no obligation to perform or continue to perform such procedures and such
procedures may be modified or discontinued at any time. We will not have any responsibility for the performance by DTC, Euroclear or
Clearstream or their respective direct or indirect participants of their obligations under the rules and procedures governing their operations.
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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of certain U.S. federal income tax considerations of the ownership and disposition of the notes. This
summary is based upon provisions of the Internal Revenue Code of 1986, as amended, or the “Code,” applicable U.S. Treasury regulations,
administrative rulings and judicial decisions in effect as of the date of this prospectus supplement, any of which may subsequently be
changed, possibly retroactively, or interpreted differently by the Internal Revenue Service, or the “IRS,” so as to result in U.S. federal income
tax consequences different from those discussed below. Except where noted, this summary deals only with a note held as a capital asset
(within the meaning of Section 1221 of the Code) by a beneficial owner who purchases the note on original issuance at the first price at which
a substantial portion of the notes of the applicable series is sold for cash to persons other than bond houses, brokers, or similar persons or
organizations acting in the capacity of underwriters, placement agents or wholesalers. This summary does not address all aspects of U.S.
federal income taxes, including the impact of the Medicare contribution tax on net investment income, and does not deal with all tax
consequences that may be relevant to holders in light of their personal circumstances or particular situations, such as:
• tax consequences to brokers or dealers in securities or currencies, financial institutions, regulated investment companies, real
estate investment trusts, tax-exempt entities, insurance companies and traders in securities that elect to use a mark-to-market
method of tax accounting for their securities;
• tax consequences to persons holding notes as a part of a hedging, integrated, conversion or constructive sale transaction or a
straddle;
• tax consequences to U.S. holders, as defined below, whose “functional currency” is not the U.S. dollar;
• tax consequences to “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate
earnings to avoid U.S. federal income tax;
• tax consequences to persons subject to special tax accounting rules as a result of any item of gross income with respect to the
notes being taken into account in an applicable financial statement;
• tax consequences to entities treated as partnerships for U.S. federal income tax purposes and investors therein;
• tax consequences to certain former citizens or residents of the United States;
• alternative minimum tax consequences, if any;
• any state, local or foreign tax consequences; and
• estate or gift taxes.
If an entity or arrangement that is treated as a partnership for U.S. federal income tax purposes holds notes, the tax treatment of a
partner or member generally will depend upon the status of the partner or member and the activities of the entity. If you are a partner or
member in such an entity, you should consult your tax advisors.
If you are considering the purchase of notes, you should consult your tax advisors concerning the U.S. federal income tax
consequences to you in light of your own specific situation, as well as consequences arising under the U.S. federal estate or gift tax laws or
under the laws of any other taxing jurisdiction.
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In this discussion, we use the term “U.S. holder” to refer to a beneficial owner of notes that is, for U.S. federal income tax purposes:
• an individual citizen or resident of the United States;
• a corporation (or any other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the
laws of the United States, any state thereof or the District of Columbia;
• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
• a trust, if it (1) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the
authority to control all substantial decisions of the trust, or (2) has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a U.S. person.
We use the term “non-U.S. holder” to describe a beneficial owner of notes that is neither a U.S. holder nor a partnership or other entity
that is treated as a partnership for U.S. federal income tax purposes.
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
Interest Income
It is anticipated, and this discussion assumes, that the notes will be issued with no more than a de minimis amount (as set forth in the
applicable U.S. Treasury regulations) of original issue discount. In such case, interest paid on the notes generally will be taxable to a U.S.
holder as ordinary interest income at the time such payments are accrued or received (in accordance with the holder’s regular method of tax
accounting).
Sale, Exchange, Redemption, Repurchase or Other Taxable Disposition of the Notes
A U.S. holder will generally recognize gain or loss equal to the difference between the amount realized on the sale, exchange,
redemption, repurchase by us or other taxable disposition of a note (except to the extent the amount realized is attributable to accrued and
unpaid interest, which will be taxable as ordinary interest income to the extent not previously included in income) and the U.S. holder’s
adjusted tax basis in such note. A U.S. holder’s adjusted tax basis in the note generally will be the initial purchase price for such note. Any
gain or loss recognized on a sale, exchange, redemption, repurchase by us or other taxable disposition of the note will be capital gain or loss.
If, at the time of the sale, exchange, redemption, repurchase by us or other taxable disposition of the note, a U.S. holder is treated as holding
the note for more than one year, such capital gain or loss will be a long-term capital gain or loss. Otherwise, such capital gain or loss will be a
short-term capital gain or loss. In the case of certain non-corporate U.S. holders (including individuals), long-term capital gains are generally
eligible for reduced rates of U.S. federal income taxation. A U.S. holder’s ability to deduct capital losses may be limited.
Information Reporting and Backup Withholding
Information reporting requirements generally will apply to interest on the notes and the proceeds of a sale, exchange, redemption,
repurchase by us or other taxable disposition of a note paid to a U.S.
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holder unless the U.S. holder is an exempt recipient (such as a corporation). Backup withholding will apply to those payments if the U.S.
holder fails to provide its correct taxpayer identification number, or certification of exempt status, or if the U.S. holder is notified by the IRS that
it has failed to report in full payments of interest and dividend income. Any amounts withheld under the backup withholding rules will be
allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability provided the required information is furnished to the IRS
in a timely manner.
Taxation of Non-U.S. Holders
Payments of Interest
Subject to the discussion of backup withholding and FATCA below, U.S. federal withholding tax will not be applied to any payment of
interest on a note to a non-U.S. holder provided that:
• interest paid on the note is not effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States;
• the non-U.S. holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our
stock that are entitled to vote within the meaning of section 871(h)(3) of the Code;
• the non-U.S. holder is not a “controlled foreign corporation” that is related to us (actually or constructively) through stock ownership;
and
• either (1) the non-U.S. holder provides its name and address, and certifies, under penalties of perjury, that it is not a U.S. person
(which certification may be made on the applicable IRS Form W-8) or (2) the non-U.S. holder holds the notes through certain foreign
intermediaries or certain foreign partnerships, and the non-U.S. holder and the foreign intermediary or foreign partnership satisfy the
certification requirements of applicable U.S. Treasury regulations.
If a non-U.S. holder cannot satisfy the requirements described above, payments of interest made to the holder will be subject to the
30% U.S. federal withholding tax, unless the non-U.S. holder provides the applicable withholding agent with a properly executed (1) IRS Form
W-8-BEN or W-8BEN-E, as applicable, claiming an exemption from or reduction in withholding under the benefit of an applicable income tax
treaty or (2) IRS Form W-8ECI (or other applicable form) stating that interest paid on the notes is not subject to U.S. federal withholding tax
because it is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States. If a non-U.S. holder is
engaged in a trade or business in the United States and interest on the notes is effectively connected with the conduct of that trade or
business and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment, then, although the non-U.S.
holder will be exempt from the 30% withholding tax provided the certification requirements discussed above are satisfied, the non-U.S. holder
will be subject to U.S. federal income tax on that interest on a net income basis in the same manner as if the non-U.S. holder were a U.S.
holder. In addition, if a non-U.S. holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% (or lesser rate as may
be specified under an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments.
Sale, Exchange, Redemption, Repurchase or Other Taxable Disposition of the Notes
Subject to the discussion of backup withholding and FATCA below, gain recognized by a non-U.S. holder on the sale, exchange,
redemption, repurchase by us or other taxable disposition of a note will not be subject to U.S. federal income tax unless:
• that gain is effectively connected with a non-U.S. holder’s conduct of a trade or business in the United States (and, if required by an
applicable income treaty, is attributable to a U.S. permanent establishment); or
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• the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition
and certain other conditions are met.
If a non-U.S. holder is an individual or foreign corporation described in the first bullet point above, it will be subject to tax on the net
gain derived from the sale, exchange, redemption, repurchase by us or other taxable disposition under regular graduated U.S. federal income
tax rates and in the same manner as if the non-U.S. holder were a U.S. holder. In addition, if a non-U.S. holder is a foreign corporation that
falls under the first bullet point above, it may be subject to the branch profits tax equal to 30% (or lesser rate as may be specified under an
applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments. If a non-U.S. holder is eligible for the
benefits of an income tax treaty between the United States and its country of residence, any such gain will be subject to U.S. federal income
tax in the manner specified by the treaty and generally will only be subject to U.S. federal income tax if such gain is attributable to a
permanent establishment maintained by the non-U.S. holder in the United States.
If a non-U.S. holder is an individual described in the second bullet point above, such non-U.S. holder will be subject to a flat 30% (or
lesser rate as may be specified under an applicable income tax treaty) tax on the gain derived from the sale, exchange, redemption,
repurchase by us or other taxable disposition, which may be offset by U.S. source capital losses, even though such non-U.S. holder is not
considered a resident of the United States.
Information Reporting and Backup Withholding
Generally, the amount of interest paid to non-U.S. holders and the amount of tax, if any, withheld with respect to those payments must
be reported annually to the IRS and to non-U.S. holders. Copies of the information returns reporting such interest and withholding may also
be made available to the tax authorities in the country in which a non-U.S. holder resides under the provisions of an applicable income tax
treaty.
In general, a non-U.S. holder will not be subject to backup withholding with respect to payments of interest that we make, provided the
applicable statement described above in the last bullet point under “—Taxation of Non-U.S. Holders—Payments of Interest” has been
provided and the applicable withholding agent does not have actual knowledge or reason to know that the holder is a United States person,
as defined under the Code, that is not an exempt recipient. In addition, a non-U.S. holder will be subject to information reporting and,
depending on the circumstances, backup withholding with respect to payments of the proceeds of the sale, exchange, redemption,
repurchase by us or other taxable disposition of a note within the United States or conducted through certain U.S.-related financial
intermediaries, unless the statement described above has been received, and the payor does not have actual knowledge or reason to know
that a holder is a United States person, as defined under the Code, that is not an exempt recipient, or the non-U.S. holder otherwise
establishes an exemption. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against a non-U.S.
holder’s U.S. federal income tax liability provided the required information is furnished to the IRS in a timely manner.
Foreign Account Tax Compliance Act (FATCA)
A 30% U.S. federal withholding tax may apply to interest income paid on notes paid to (i) a “foreign financial institution” (as specifically
defined in the Code), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial
institution agrees to verify, report and disclose its “United States account” holders (as specifically defined in the Code) and meets certain other
specified requirements or (ii) a “non-financial foreign entity” (as specifically defined
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in the Code), While the withholding under FATCA would have applied also to the gross proceeds from a disposition of notes occurring after
December 31, 2018: 2024 – Write My Essay For Me | Essay Writing Service For Your Papers Online, recently proposed Treasury regulations eliminate such withholding entirely. Taxpayers generally may rely on these
proposed Treasury regulations until final Treasury regulations are issued. whether such non-financial foreign entity is the beneficial owner or
an intermediary, unless such non-financial foreign entity provides a certification that the beneficial owner of the payment does not have any
substantial U.S. owners or provides the name, address and taxpayer identification number of each substantial U.S. owner and certain other
specified requirements are met. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an
exemption from, or be deemed to be in compliance with, these rules. Further, foreign financial institutions located in jurisdictions that have an
intergovernmental agreement with the United States governing FATCA may be subject to different rules. If an interest payment is subject both
to withholding under FATCA and to the U.S. federal withholding tax discussed above under “—Taxation of Non-U.S. Holders—Payments of
Interest,” the U.S. federal withholding under FATCA may be credited against, and therefore reduce, such other U.S. federal withholding tax.
Holders should consult their tax advisors regarding these rules and whether they may be relevant to their ownership and disposition of notes.
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UNDERWRITING
We and the underwriters for the offering named below have entered into an underwriting agreement with respect to the notes. Subject
to certain conditions, each underwriter has severally agreed to purchase from us the principal amount of notes indicated in the following table.
Underwriter
Principal
Amount of
2022
Notes
Principal
Amount of
2024
Notes
Principal
Amount of
2026
Notes
Principal
Amount of
2029
Notes
Principal
Amount 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 Bank 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 & Company, Inc. 10,000,000 7,500,000 20,000,000 17,500,000 15,000,000
Total $ 1,000,000,000 $ 750,000,000 $ 2,000,000,000 $ 1,750,000,000 $ 1,500,000,000
The underwriters are committed to take and pay for all of the notes being offered, if any are taken.
The underwriters initially propose to offer part of the notes of each series directly to the public at the offering prices described on the
cover page of this prospectus supplement. In addition, the underwriters initially propose to offer part of the 2022 Notes to securities dealers at
a discount from the initial public offering price of up to 0.060% of the principal amount of the 2022 Notes, part of the 2024 Notes to securities
dealers at a discount from the initial public offering price of up to 0.072% of the principal amount of the 2024 Notes, part of the 2026 Notes to
securities dealers at a discount from the initial public offering price of up to 0.090% of the principal amount of the 2026 Notes, part of the 2029
Notes to securities dealers at a discount from the initial public offering price of up to 0.120% of the principal amount of the 2029 Notes and
part of the 2049 Notes to securities dealers at a discount from the initial public offering price of up to 0.240% of the principal amount of the
2049 Notes. Any such securities dealers may resell at a discount of 0.025% of the principal amount of the 2022 Notes, 0.025% of the principal
amount of the 2024 Notes, 0.050% of the principal amount of the 2026 Notes, 0.050% of the principal amount of the 2029 Notes and 0.125%
of the principal amount of the 2049 Notes to certain other brokers or dealers. If all the notes are not sold at the initial offering price, the
underwriters may change the offering price and the other selling terms. The offering of the notes by the underwriters is subject to receipt and
acceptance and subject to the underwriters’ right to reject any order in whole or in part.
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The following table shows the underwriting discounts that we will pay to the underwriters in connection with this offering:
Paid By Us
Per 2022 Note 0.100%
Per 2024 Note 0.120%
Per 2026 Note 0.150%
Per 2029 Note 0.200%
Per 2049 Note 0.400%
Total $14,400,000
Each series of the notes is a new issue of securities with no established trading market. We do not intend to apply for listing of any
series of the notes on any securities exchange. The underwriters have advised us that they currently intend to make a market in each series
of the notes. However, the underwriters are not obligated to do so, and any market-making with respect to the notes may be discontinued, in
their sole discretion, at any time without notice. No assurance can be given as to the liquidity of the trading markets for the notes.
In connection with the offering, the underwriters may purchase and sell notes in the open market. These transactions may include
short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the underwriters
of a greater number of notes than they are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases
made for the purpose of preventing or retarding a decline in the market prices of the notes while the offering is in progress.
The underwriters also may impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the
underwriting discount received by it because the representatives have repurchased notes sold by or for the account of such underwriter in
stabilizing or short covering transactions.
These activities by the underwriters, as well as other purchases by the underwriters for their own accounts, may stabilize, maintain or
otherwise affect the market prices of the notes. As a result, the prices of the notes may be higher than the prices that otherwise might exist in
the open market. The underwriters are not required to engage in these activities, but if these activities are commenced, they may be
discontinued by the underwriters at any time. These transactions may be effected in the over-the-counter market or otherwise.
We expect to deliver the notes against payment for the notes on or about the date specified in the last paragraph of the cover page of
this prospectus supplement, which will be the fifth business day following the date of the pricing of the notes (“T+5”). Under Rule 15c6-1 of the
Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly
agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day before the settlement date will be
required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed
settlement.
We estimate that our share of the total expenses of the offering, excluding underwriting discounts and commissions, will be
approximately $7.4 million.
We have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribute to payments which the underwriters may be required to make in respect of such liabilities.
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Sales Outside the United States
The notes may be offered and sold in the United States and certain jurisdictions outside the United States in which such offer and sale
is permitted.
Canada
The notes offered may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors,
as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted
clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of
the notes must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if
this prospectus supplement and accompanying prospectus (including any amendment thereto) contains a misrepresentation, provided that
the remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the
purchaser’s province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s
province or territory for particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply
with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
European Economic Area
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made
available to any retail investor in the European Economic Area (the “EEA”). For these purposes, (a) a retail investor means a person who is
one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014: 2024 – Essay Writing Service | Write My Essay For Me Without Delay/65/EU (as amended, “MiFID II”); or (ii) a
customer within the meaning of Directive 2016: 2024 – Do my homework – Help write my assignment online/97/EU (as amended, the “Insurance Distribution Directive”), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU)
2017/1129 (as amended, the “Prospectus Regulation”); and (b) the expression “offer” includes the communication in any form and by any
means of sufficient information on the terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or
subscribe the notes. Consequently no key information document required by Regulation (EU) No 1286/2014: 2024 – Essay Writing Service | Write My Essay For Me Without Delay (as amended, the “PRIIPs
Regulation”) for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and
therefore offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
This preliminary prospectus supplement has been prepared on the basis that any offer of notes in any member state of the EEA will be
made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the notes. This
preliminary prospectus supplement is not a prospectus for the purposes of the Prospectus Regulation.
United Kingdom
The notes may not be offered in the United Kingdom other than by an underwriter that (i) has only communicated or caused to be
communicated, and will only communicate or cause to be
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communicated, an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and
Markets Act 2000 (the “FSMA”)) received by it in connection with the issue or sale of any notes in circumstances in which Section 21(1) of the
FSMA does not apply to the Company; and (ii) has complied and will comply with all applicable provisions of the FSMA with respect to
anything done by it in relation to the notes in, from or otherwise involving the United Kingdom.
Hong Kong
The notes may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the
public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of
the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do
not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no
advertisement, invitation or document relating to the notes may be issued or may be in the possession of any person for the purpose of issue
(in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the
public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to notes which are or are intended to
be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures
Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.
Japan
The notes have not been and will not be registered pursuant to Article 4, Paragraph 1 of the Financial Instruments and Exchange Act.
Accordingly, none of the notes nor any interest therein may be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any
“resident” of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under
the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to or for the benefit of a resident of Japan, except
pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange
Act and any other applicable laws, regulations and ministerial guidelines of Japan in effect at the relevant time.
Singapore
This prospectus supplement and the accompanying prospectus have not been and will not be registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, this prospectus supplement and the accompanying prospectus and any other document or
material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor
may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons
in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the
“SFA”), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of
the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. Where the notes
are subscribed or purchased under Section 275 by a relevant person which is: a corporation (which is not an accredited investor) the sole
business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an
accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each
beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights
and interest in that trust shall not be transferred within six
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months after that corporation or that trust has acquired the notes under Section 275 except: (1) to an institutional investor under Section 274
of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275
of the SFA; (2) where no consideration is or will be given for the transfer; or (3) the transfer is by operation of law.
Other Relationships
The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal
investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have provided, and may in
the future provide, a variety of these services to the issuer and to persons and entities with relationships with the issuer, for which they
received or will receive customary fees and expenses.
In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors and
employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies,
credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and
trading activities may involve or relate to assets, securities and/or instruments of the issuer (directly, as collateral securing other obligations or
otherwise) and/or persons and entities with relationships with the issuer. If any of the underwriters or their affiliates has a lending relationship
with us, Apple has been informed that certain of those underwriters or their affiliates routinely hedge, and certain other of those underwriters
or their affiliates may hedge, their credit exposure to us consistent with their customary risk management policies. Typically, these
underwriters and their affiliates would hedge such exposure by entering into transactions which consist of either the purchase of credit default
swaps or the creation of short positions in our securities, including potentially the notes offered hereby. Any such credit default swaps or short
positions could adversely affect future trading prices of the notes offered hereby. The underwriters and their respective affiliates may also
communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views
in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or
short positions in such assets, securities and instruments.
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LEGAL MATTERS
The validity of the notes will be passed upon for us by Latham & Watkins LLP, New York, NY. Certain legal matters will be passed
upon for the underwriters by Simpson Thacher & Bartlett LLP, Palo Alto, CA.
EXPERTS
Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our
Annual Report on Form 10-K for the year ended September 29, 2018: 2024 – Write My Essay For Me | Essay Writing Service For Your Papers Online, and the effectiveness of our internal control over financial reporting as
of September 29, 2018: 2024 – Write My Essay For Me | Essay Writing Service For Your Papers Online, as set forth in their reports, which are included in our Annual Report on Form 10-K for the year ended September 29,
2018: 2024 – Write My Essay For Me | Essay Writing Service For Your Papers Online and incorporated by reference in this prospectus supplement. Our financial statements are incorporated by reference in reliance on
Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.
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