On September 12, 2017, Apple Inc. (Apple) consummated the issuance
and sale of $1,000,000,000 aggregate principal amount of Apples 1.500% Notes due 2019 (the 2019 Notes), $1,000,000,000 aggregate principal amount of Apples 2.100% Notes due 2022 (the 2022 Notes), $2,000,000,000
aggregate principal amount of Apples 2.900% Notes due 2027 (the 2027 Notes) and $1,000,000,000 aggregate principal amount of Apples 3.750% Notes due 2047 (the 2047 Notes and, together with the 2019 Notes, the 2022
Notes and the 2027 Notes, the Notes), pursuant to an underwriting agreement (the Underwriting Agreement) dated September 5, 2017 among Apple and Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc. and Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein.
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 September 12, 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 Notes will be paid semi-annually in arrears on March 12 and September 12 of each
year, beginning on March 12, 2018.
The 2019 Notes will mature on September 12, 2019. The 2022 Notes will mature on September 12,
2022. The 2027 Notes will mature on September 12, 2027. The 2047 Notes will mature on September 12, 2047.
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 4.5, 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 to Apples Current Report on Form
8-K
filed with the Securities and Exchange Commission on August 18, 2017. 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.