Bond Apple 3.85% ( US037833AL42 ) in USD

Issuer Apple
Market price refresh price now   82.909 %  ▲ 
Country  United States
ISIN code  US037833AL42 ( in USD )
Interest rate 3.85% per year ( payment 2 times a year)
Maturity 03/05/2043



Prospectus brochure of the bond Apple US037833AL42 en USD 3.85%, maturity 03/05/2043


Minimal amount 2 000 USD
Total amount 3 000 000 000 USD
Cusip 037833AL4
Standard & Poor's ( S&P ) rating AA+ ( High grade - Investment-grade )
Moody's rating Aaa ( Prime - Investment-grade )
Next Coupon 04/05/2025 ( In 6 days )
Detailed description Apple Inc. designs, develops, and sells consumer electronics, computer software, and online services.

Apple Inc. issued a USD 3,000,000,000 bond (CUSIP: 037833AL4, ISIN: US037833AL42) maturing on 03/05/2043, currently trading at 83.173% of face value with a 3.85% coupon rate, paying semi-annually, and rated AA+ by S&P and Aaa by Moody's, with a minimum purchase amount of 2,000.







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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-188191
CALCULATION OF REGISTRATION FEE


Proposed Maximum
Proposed Maximum
Title of Each Class of
Amount To Be
Offering Price Per
Aggregate Offering
Amount of
Securities To Be Registered

Registered

Unit

Price

Registration Fee (1)
Floating Rate Notes due 2016

$1,000,000,000

100.000%

$1,000,000,000

$136,400
Floating Rate Notes due 2018

$2,000,000,000

100.000%

$2,000,000,000

$272,800
0.45% Notes due 2016

$1,500,000,000

99.819%

$1,497,285,000

$204,230
1.00% Notes due 2018

$4,000,000,000

99.631%

$3,985,240,000

$543,587
2.40% Notes due 2023

$5,500,000,000

99.867%

$5,492,685,000

$749,202
3.85% Notes due 2043

$3,000,000,000

99.418%

$2,982,540,000

$406,818

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended. The total registration fee due for this offering is $2,313,038.

Prospectus Supplement
(To Prospectus dated April 29, 2013)
$17,000,000,000

$1,000,000,000 Floating Rate Notes due 2016
$2,000,000,000 Floating Rate Notes due 2018
$1,500,000,000 0.45% Notes due 2016
$4,000,000,000 1.00% Notes due 2018
$5,500,000,000 2.40% Notes due 2023
$3,000,000,000 3.85% Notes due 2043


We are offering $1,000,000,000 of our Floating Rate Notes due 2016 (the "2016 Floating Rate Notes"), $2,000,000,000 of our Floating Rate Notes due 2018 (the "2018 Floating Rate Notes" and, together with the 2016
Floating Rate Notes, the "floating rate notes"), $1,500,000,000 of our 0.45% Notes due 2016 (the "2016 Fixed Rate Notes"), $4,000,000,000 of our 1.00% Notes due 2018 (the "2018 Fixed Rate Notes"), $5,500,000,000 of our
2.40% Notes due 2023 (the "2023 Fixed Rate Notes"), and $3,000,000,000 of our 3.85% Notes due 2043 (the "2043 Fixed Rate Notes" and, together with the 2016 Fixed Rate Notes, the 2018 Fixed Rate Notes and the 2023
Fixed Rate Notes, the "fixed rate notes"). We refer to the floating rate notes and the fixed rate notes col ectively as the "notes."
The 2016 Floating Rate Notes will bear interest at a floating rate equal to three-month LIBOR plus 0.05% and the 2018 Floating Rate Notes will bear interest at a floating rate equal to three-month LIBOR plus 0.25%.
We will pay interest on the floating rate notes quarterly in arrears on February 3, May 3, August 3 and November 3 of each year, beginning on August 3, 2013. We will pay interest on the 2016 Fixed Rate Notes, 2018 Fixed
Rate Notes and 2023 Fixed Rate Notes semi-annual y in arrears on May 3 and November 3 of each year, beginning on November 3, 2013. We will pay interest on the 2043 Fixed Rate Notes semi-annually in arrears on May 4
and November 4 of each year, beginning on November 4, 2013. The 2016 Floating Rate Notes will mature on May 3, 2016 and the 2018 Floating Rate Notes will mature on May 3, 2018. The 2016 Fixed Rate Notes will mature
on May 3, 2016, the 2018 Fixed Rate Notes will mature on May 3, 2018, the 2023 Fixed Rate Notes will mature on May 3, 2023, and the 2043 Fixed Rate Notes will mature on May 4, 2043.
We may redeem the fixed rate 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 floating rate notes may not be redeemed before maturity. The notes will be issued only in denominations of $2,000 and any integral multiple of $1,000 in excess thereof.
See "Risk Factors" beginning on page S-5 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
Underwriting
Proceeds to


Price(1)

Discounts
Apple

Per 2016 Floating Rate Note


100.00%

0.150%

99.850%
Total

$ 1,000,000,000
$
1,500,000
$ 998,500,000
Per 2018 Floating Rate Note


100.00%

0.200%

99.800%
Total

$ 2,000,000,000
$
4,000,000
$1,996,000,000
Per 2016 Fixed Rate Note


99.819%

0.150%

99.669%
Total

$ 1,497,285,000
$
2,250,000
$1,495,035,000
Per 2018 Fixed Rate Note


99.631%

0.200%

99.431%
Total

$ 3,985,240,000
$
8,000,000
$3,977,240,000
Per 2023 Fixed Rate Note


99.867%

0.300%

99.567%
Total

$ 5,492,685,000
$ 16,500,000
$5,476,185,000
Per 2043 Fixed Rate Note


99.418%

0.700%

98.718%
Total

$ 2,982,540,000
$ 21,000,000
$2,961,540,000
(1) Plus accrued interest, if any, from May 3, 2013.
The notes will not be listed on any securities exchange. Currently, there is no public trading market for 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 May 3, 2013.


Joint Book-Running Managers

Goldman, Sachs & Co.

Deutsche Bank Securities
Co-Managers

BofA Merrill Lynch

Citigroup

J.P. Morgan
Barclays

Standard Chartered Bank

Prospectus Supplement dated April 30, 2013.
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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-5
USE OF PROCEEDS

S-8
CAPITALIZATION

S-9
DESCRIPTION OF THE NOTES

S-10
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

S-15
UNDERWRITING

S-19
LEGAL MATTERS

S-23
EXPERTS

S-23
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

RATIO OF EARNINGS TO FIXED CHARGES

3

USE OF PROCEEDS

4

DESCRIPTION OF THE DEBT SECURITIES

5

PLAN OF DISTRIBUTION

19

VALIDITY OF THE SECURITIES

21

EXPERTS

21



We have not 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 we have prepared. 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 and the accompanying
prospectus is current only as of the respective dates of such documents.

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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in 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 April 29, 2013, which we refer to as the "accompanying prospectus." The accompanying prospectus contains a description of our debt
securities and gives more general information, some of which may not apply to the notes. The accompanying prospectus also incorporates by reference documents that
are described under "Incorporation by Reference" in that prospectus.
You should rely only on the information contained or incorporated by reference in this prospectus supplement, in the accompanying prospectus or in any free
writing prospectus filed by us with the Securities and Exchange Commission. If information in this prospectus supplement is inconsistent with the accompanying
prospectus, you should rely on this prospectus supplement. We have not, and the underwriters have not, authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the information contained or
incorporated by reference in this prospectus supplement and the accompanying prospectus or in any such free writing prospectus 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.
We are not, and the underwriters are not, making an offer of the notes in any jurisdiction where the offer or sale is not permitted.
References in this prospectus supplement to "Apple," "we," "us" and "our" and all similar references are to Apple Inc. and its consolidated subsidiaries, unless
otherwise stated or the context otherwise requires. However, in the "Description of the Notes" 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. (parent company only) 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, or SEC. The public may read
and copy any materials filed with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Also, 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 (www.apple.com/investor) 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, or the Exchange Act, as soon as reasonably practicable after we electronically file such material
with, or furnish it to, the SEC. Please 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., 1 Infinite Loop, MS 301-4IR, Cupertino, CA 95014, telephone: (408) 974-3123 or our Internet web site (www.apple.com/investor).
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, 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 at the SEC's Public
Reference Room in Washington, D.C., as well as 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. 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. However, we are not incorporating
by reference any information provided in these documents that is described in paragraph (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by
the SEC or furnished under applicable SEC rules rather than filed and exhibits furnished in connection with such items.
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; provided, however, that 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, 2012;

·
our Quarterly Report on Form 10-Q for the fiscal quarter ended December 29, 2012 and our Quarterly Report on Form 10-Q for the fiscal quarter ended

March 30, 2013;


·
our Current Reports on Form 8-K filed on March 1, 2013 and April 24, 2013; 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 also can be identified by words such as "anticipates," "expects," "believes," "plans," "will," "would," "could," and similar terms. Forward-looking
statements are not guarantees of future performance and the Company's 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 under the heading "Risk Factors," which are incorporated herein by reference. The
Company assumes 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 may 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, personal computers, and portable digital music players, and sells a
variety of related software, services, peripherals, networking solutions, and third-party digital content and applications. Our products and services include
iPhone®, iPad®, Mac®, iPod®, Apple TV®, a portfolio of consumer and professional software applications, the iOS and OS X® operating systems, iCloud®, and a
variety of accessory, service and support offerings. We also sell and deliver digital content and applications through the iTunes Store®, App StoreTM,
iBookstoreTM, and Mac App Store. Apple sells its products worldwide through its retail stores, online stores, and direct sales force, as well as through third-party
cellular network carriers, wholesalers, retailers, and value-added resellers. In addition, we sell a variety of third-party iPhone, iPad, Mac and iPod compatible
products, including application software, and various accessories through our online and retail 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 1 Infinite Loop, 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 Floating Rate Notes due 2016 (the "2016 Floating
Rate Notes");

$2,000,000,000 aggregate principal amount of Floating Rate Notes due 2018 (the "2018 Floating

Rate Notes" and, together with the 2016 Floating Rate Notes, the "floating rate notes");

$1,500,000,000 aggregate principal amount of 0.45% Notes due 2016 (the "2016 Fixed Rate

Notes");

$4,000,000,000 aggregate principal amount of 1.00% Notes due 2018 (the "2018 Fixed Rate

Notes");

$5,500,000,000 aggregate principal amount of 2.40% Notes due 2023 (the "2023 Fixed Rate

Notes"); and

$3,000,000,000 aggregate principal amount of 3.85% Notes due 2043 (the "2043 Fixed Rate Notes"

and, together with the 2016 Fixed Rate Notes, the 2018 Fixed Rate Notes and the 2023 Fixed Rate
Notes, the "fixed rate notes").

Original issue date
May 3, 2013.

Maturity date
May 3, 2016 for the 2016 Floating Rate Notes;


May 3, 2018 for the 2018 Floating Rate Notes;


May 3, 2016 for the 2016 Fixed Rate Notes;


May 3, 2018 for the 2018 Fixed Rate Notes;


May 3, 2023 for the 2023 Fixed Rate Notes; and
May 4, 2043 for the 2043 Fixed Rate Notes.

Interest rate
Three-month LIBOR plus 0.05% per annum for the 2016 Floating Rate Notes;


Three-month LIBOR plus 0.25% per annum for the 2018 Floating Rate Notes;


0.45% per annum for the 2016 Fixed Rate Notes;


1.00% per annum for the 2018 Fixed Rate Notes;
2.40% per annum for the 2023 Fixed Rate Notes; and
3.85% per annum for the 2043 Fixed Rate Notes.


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Interest payment dates
Interest on the floating rate notes will be paid quarterly in arrears on February 3, May 3, August 3
and November 3 of each year, beginning on August 3, 2013, and on the maturity date for each series
of notes.

Interest on the 2016 Fixed Rate Notes, 2018 Fixed Rate Notes and the 2023 Fixed Rate Notes will

be paid semi-annually on May 3 and November 3 of each year, beginning on November 3, 2013, and
on the maturity date for each of these series of notes.

Interest on the 2043 Fixed Rate Notes will be paid semi-annually on May 4 and November 4 of each

year, beginning on November 4, 2013, and on the maturity date for this series of notes.

Optional redemption
We do not have the right to redeem the floating rate notes prior to maturity. The fixed rate 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 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 to be redeemed (exclusive of interest accrued to 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 5 basis points in the case of the 2016 Fixed Rate Notes, plus 10 basis points in
the case of the 2018 Fixed Rate Notes, plus 15 basis points in the case of the 2023 Fixed Rate
Notes, and plus 15 basis points in the case of the 2043 Fixed Rate Notes.

We will also pay the accrued and unpaid interest on the principal amount being redeemed to the date

of redemption.

Ranking
The notes will be our senior unsecured obligations and will rank equally with our other unsecured
and unsubordinated debt from time to time outstanding.

Further issuances
We may from time to time issue further notes ranking equally and ratably with the notes in all
respects, including the same terms as to status, redemption or otherwise.

Use of proceeds
We intend to use the net proceeds from sales of the notes, which we estimate will be approximately
$16.9 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
recently expanded program to return capital to shareholders. On April 23, 2013, we announced that
we increased our existing share repurchase program authorization from


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$10 billion to $60 billion and raised our third quarter 2013 cash dividend by 15%.

Denominations
The notes will be issued in minimum denominations of $2,000 and any integral multiple 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 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
You should consider carefully all the information set forth and incorporated by reference in this
prospectus supplement and the accompanying prospectus and, in particular, you should evaluate the
specific factors set forth under the heading "Risk Factors" beginning on page S-5 of this prospectus
supplement, as well as the other information contained or incorporated herein by reference, before
investing in any of the notes offered hereby.

Trading
The notes are a new issue of securities with no established trading market. We do not intend to apply
for listing 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, but they are not obligated to do so and
may, in their sole discretion, discontinue market-making at any time without notice. See
"Underwriting" in this prospectus supplement for more information about possible market-making by
the underwriters.

Trustee
The Bank of New York Mellon Trust Company, N.A.


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