On May 11, 2017, Apple Inc. (Apple) consummated the issuance and sale of $500,000,000 aggregate principal amount of Apples Floating
Rate Notes due 2020 (the 2020 Floating Rate Notes), $750,000,000 aggregate principal amount of Apples Floating Rate Notes due 2022 (the 2022 Floating Rate Notes and, together with the 2020 Floating Rate Notes, the
Floating Rate Notes), $1,000,000,000 aggregate principal amount of Apples 1.800% Notes due 2020 (the 2020 Fixed Rate Notes), $1,000,000,000 aggregate principal amount of Apples 2.300% Notes due 2022 (the
2022 Fixed Rate Notes), $1,750,000,000 aggregate principal amount of Apples 2.850% Notes due 2024 (the 2024 Fixed Rate Notes) and $2,000,000,000 aggregate principal amount of Apples 3.200% Notes due 2027 (the
2027 Fixed Rate Notes and, together with the 2020 Fixed Rate Notes, the 2022 Fixed Rate Notes and the 2024 Fixed Rate Notes, the Fixed Rate Notes), pursuant to an underwriting agreement (the Underwriting
Agreement) dated May 4, 2017 between Apple and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. The Fixed Rate Notes and the
Floating Rate Notes are referred to herein as the Notes.
The Notes are being issued pursuant to an indenture, dated as of April 29,
2013 (the Indenture), between Apple and The Bank of New York Mellon Trust Company, N.A., as trustee, together with the officers certificate, dated May 11, 2017 (the Officers Certificate), issued pursuant
to the Indenture establishing the terms of each series of Notes.
The Notes are being issued pursuant to Apples Registration Statement on Form
S-3
filed with the Securities and Exchange Commission on April 28, 2016 (Reg.
No. 333-210983)
(the Registration Statement).
Interest on the Floating Rate Notes will be paid quarterly in arrears on February 11, May 11, August 11 and November 11, of each
year, beginning on August 11, 2017. Interest on the Fixed Rate Notes will be paid semi-annually in arrears on May 11 and November 11 of each year, beginning on November 11, 2017.
The 2020 Floating Rate Notes will mature on May 11, 2020. The 2022 Floating Rate Notes will mature on May 11, 2022. The 2020 Fixed Rate Notes
will mature on May 11, 2020. The 2022 Fixed Rate Notes will mature on May 11, 2022. The 2024 Fixed Rate Notes will mature on May 11, 2024. The 2027 Fixed Rate Notes will mature on May 11, 2027.
The Notes will be Apples senior unsecured obligations and will rank equally with Apples other unsecured and unsubordinated debt from time to
time outstanding.
The foregoing description of the Notes and related agreements is qualified in its entirety by the terms of the Underwriting
Agreement, the Indenture and the Officers Certificate (including the forms of the Notes). Apple is furnishing the Underwriting Agreement and the Officers Certificate (including the forms of the Notes) attached hereto as Exhibits 1.1 and
4.1 through 4.7, respectively, and they are incorporated herein by reference. The Indenture is filed as Exhibit 4.1 to Apples Registration Statement on Form
S-3
filed with the Securities and Exchange
Commission on April 29, 2013 (Reg.
No. 333-188191).
The computation of Apples ratio of earnings to fixed charges is filed as Exhibit 12.1 hereto, and is incorporated by reference into the
Registration Statement. An opinion regarding the legality of the Notes is filed as Exhibit 5.1, and is incorporated by reference into the Registration Statement; and a consent relating to the incorporation of such opinion is incorporated by
reference into the Registration Statement and is filed as Exhibit 23.1 by reference to its inclusion within Exhibit 5.1.