Obligation Apple 3% ( US037833CX61 ) en USD

Apple

97.814 % ▲

Etats-unis

US037833CX61 ( en USD )

3% par an ( paiement semestriel )

19/06/2027

Prospectus brochure de l'obligation Apple US037833CX61 en USD 3%, échéance 19/06/2027

2 000 USD

1 000 000 000 USD

037833CX6

AA+ ( Haute qualité )

Aaa ( Première qualité )

20/06/2025 ( Dans 53 jours )

Apple Inc. est une entreprise multinationale américaine qui conçoit et commercialise des produits électroniques, des logiciels et des services informatiques.

L'Obligation émise par Apple ( Etats-unis ) , en USD, avec le code ISIN US037833CX61, paye un coupon de 3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/06/2027

L'Obligation émise par Apple ( Etats-unis ) , en USD, avec le code ISIN US037833CX61, a été notée Aaa ( Première qualité ) par l'agence de notation Moody's.

L'Obligation émise par Apple ( Etats-unis ) , en USD, avec le code ISIN US037833CX61, a été notée AA+ ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Filed Pursuant to Rule 424(b)2
424B2 1 d412075d424b2.htm FILED PURSUANT TO RULE 424(B)2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-210983

Proposed
Proposed
Amount
Maximum
Maximum
Title of Each Class of
to be
Offering Price
Aggregate
Amount of
Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee (1)
3.000% Notes due 2027

$1,000,000,000

99.769%

$997,690,000

$115,632.27

(1)
Calculated in accordance with Rule 457(r) and Rule 457(o) under the Securities Act of 1933, as amended.
Table of Contents

Prospectus Supplement
(To Prospectus dated April 28, 2016)

Apple Inc.
$1,000,000,000 3.000% Notes due 2027

We are offering $1,000,000,000 of our 3.000% Notes due 2027 (the "notes"). The notes will bear interest at a rate of 3.000%
per year and will mature on June 20, 2027 unless earlier redeemed. We will pay interest on the notes semi-annually in arrears on
June 20 and December 20 of each year, beginning on December 20, 2017.
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-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.

Proc e e ds t o Apple ,

Public Offe ring Pric e (1 )

U nde rw rit ing Disc ount s
Be fore Ex pe nse s

Pe r N ot e
T ot a l

Pe r N ot e
T ot a l

Pe r N ot e
T ot a l

3.000% notes due 2027

99.769% $997,690,000 0.200% $2,000,000 99.569% $995,690,000

(1)
Plus accrued interest, if any, from June 20, 2017.
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 June 20, 2017, which is the fifth
business day following the date of this prospectus supplement. This settlement date may affect trading of the notes. See
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Filed Pursuant to Rule 424(b)2
"Underwriting."

Joint Book-Running Managers

Goldman Sachs & Co. LLC
BofA Merrill Lynch
J.P. Morgan

Co-Managers

Drexel Hamilton

Ramirez & Co., Inc.

Prospectus Supplement dated June 13, 2017.
Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Pa ge :
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-10
RATIO OF EARNINGS TO FIXED CHARGES

S-11
DESCRIPTION OF THE NOTES

S-12
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

S-16
UNDERWRITING

S-21
LEGAL MATTERS

S-26
EXPERTS

S-26
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

20
VALIDITY OF THE SECURITIES

22
EXPERTS

22

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
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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.

S-i
Table of Contents
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 28, 2016, 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 the 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.

S-ii
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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 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 (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. 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 (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 at the SEC's Public Reference Room in Washington, D.C., as well as through the
SEC's Internet web site listed above.

S-iii
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Table of Contents
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, except as specifically provided
below, furnished under applicable SEC rules rather than filed and we are not incorporating by reference 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 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 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 24, 2016, including those portions of our Proxy

Statement on Schedule 14A filed on January 6, 2017 that are incorporated by reference in such Annual Report;

·
our Quarterly Reports on Form 10-Q for the fiscal quarters ended December 31, 2016 and April 1, 2017; and

·
our Current Reports on Form 8-K filed on December 15, 2016, February 9, 2017, March 1, 2017, March 3, 2017,

May 11, 2017 and May 24, 2017.
To obtain copies of these filings, see "Where You Can Find More Information."

S-iv
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus, including the documents incorporated by reference herein or
therein, contain 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 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 for the fiscal quarter ended April 1, 2017 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.

S-v
Table of Contents
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.
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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, networking solutions and third-party digital content and applications. Our
products and services include iPhone®, iPad®, Mac®, Apple Watch®, Apple TV®, a portfolio of consumer and professional
software applications, iOS, macOS®, watchOS® and tvOSTM 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, iBooks StoreTM and Apple Music®. We sell our products worldwide through our 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 Apple-compatible products, including application software and
various accessories through our retail and online stores. We sell 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.

S-1
Table of Contents
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 3.000% Notes due 2027.

Original issue date
June 20, 2017.

Maturity date
June 20, 2027.

Interest rate
3.000% per annum.

Interest payment dates
Interest on the notes will be paid semi-annually in arrears on June 20 and
December 20 of each year, beginning on December 20, 2017, and on the
maturity date.

Optional redemption
Prior to March 20, 2027 (three months prior to the maturity date), the 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 (assuming that the notes
matured on the 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)
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plus 12.5 basis points.

On or after March 20, 2027 (three months prior to the maturity date), the 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.

See "Description of the Notes--Optional Redemption."

S-2
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Ranking
The notes will be:

· our unsecured senior indebtedness and will rank equally with each other

and with all of our other 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 the notes on terms identical in all respects to the
outstanding notes (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. See "Description of the
Notes--General."

Use of proceeds
We intend to use the net proceeds from sale of the notes, which we estimate
will be approximately $995.2 million, after deducting underwriting discounts and
our offering expenses, to allocate to one or more Eligible Projects (as defined
in this prospectus supplement) as described under "Use of Proceeds." 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 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.

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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-5 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
The notes are a new issue of securities with no established trading market. We
do not intend to apply for listing of the notes

S-3
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on any securities exchange. The underwriters have advised us that they
currently intend to make a market in 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.

S-4
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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 April 1, 2017 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 April 1, 2017, we had $88.9 billion of unsecured senior notes and $10.0 billion of unsecured short-term promissory notes
outstanding but no secured senior debt outstanding. On May 11, 2017, we issued $7.0 billion aggregate principal amount of
unsecured senior notes, and on May 24, 2017, we issued 2.5 billion aggregate principal amount of euro-denominated unsecured
senior notes. The indenture governing the notes permits us to incur additional debt, including secured debt. If we incur any secured
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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;

S-5
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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.
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. 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 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:

·
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

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·
the condition of the financial markets.
The market price of the notes may also be impacted by any failure by us to use the net proceeds from the notes on Eligible
Projects or to meet or continue to meet the investment requirements of certain environmentally focused investors with respect to
the notes. Although we have agreed to certain reporting obligations as described under "Use of Proceeds," it will not be an event of
default under the Indenture if we fail to comply with such obligations.
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 ratings they have assigned to companies and debt securities. Negative changes in the
ratings assigned to us or our debt securities could have an adverse effect on the market prices of the notes.

S-6
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The notes may not be a suitable investment for all investors seeking exposure to green assets.
In connection with this offering, a second party opinion from an outside consultant regarding our green bond framework has
been made publicly available. The examples of projects in "Use of Proceeds" are for illustrative purposes only and no assurance
can be provided that disbursements for projects with these specific characteristics will be made by us with the proceeds from the
notes. There can be no assurance that the projects funded with the proceeds from the notes will meet investor expectations
regarding sustainability performance. Adverse environmental or social impacts may occur during the design, construction and
operation of the projects or the projects may become controversial or criticized by activist groups or other stakeholders.
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 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 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 the 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 the notes.

S-7
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USE OF PROCEEDS
We estimate the net proceeds from sales of the notes will be approximately $995.2 million, after deducting underwriting
discounts and our offering expenses for the notes. An amount equal to such net proceeds will be allocated to one or more Eligible
Projects (as defined below). Eligible Projects may include projects of our subsidiaries that meet the Eligibility Criteria (as defined
below) set forth below.
We plan to identify Eligible Projects that fall within three environmental priorities where we believe we can make the most
environmentally positive impact:

1.
Reduce our impact on climate change by using renewable energy sources and driving energy efficiency in our facilities,

products and supply chain.

2.
Pioneer the use of greener materials in our products and processes.

3.
Conserve resources.
"Eligible Projects" means projects that meet the Eligibility Criteria, including the development or implementation of new and
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Filed Pursuant to Rule 424(b)2
ongoing Eligible Projects.
"Eligibility Criteria" means any of the following:

·
expenditures related to the development of new and ongoing renewable energy projects to reduce emissions in our

corporate facilities and supply chain, including solar and wind projects, or the associated energy storage solutions,

·
expenditures related to projects that have received within the last three years, or are expected to receive, certification of

LEED Gold or Platinum or BREEAM Very Good, Excellent, or Outstanding "green building" standards, or other regional
green building standards,

·
expenditures related to the implementation of environmental design elements for new or ongoing building developments,

such as high performance mechanical systems, natural ventilation, on-site renewable energy, and high performance
lighting systems,

·
expenditures related to energy efficiency projects and technologies for our corporate facilities, products, or supply chain,

such as heating, ventilation and air conditioning systems upgrades, lighting retrofits and energy monitors and controls,

·
expenditures related to water efficiency, water conservation, and water quality projects and technologies for our corporate

facilities, products, or supply chain, such as upgrades to water efficient fixtures and water efficient irrigation and increased
use of recycled water,

·
expenditures related to advancing our goal of a closed loop supply chain that focuses on the entire life cycle of our
products, such as projects that improve material efficiency, increase the use of sustainably sourced materials like

bio-plastics, recycled aluminum or responsibly sourced paper, create new sources of these more sustainable materials,
and enhance material recovery from our products at the end of their life cycles, and

·
expenditures related to projects that facilitate the use of materials that are safer for the environment and human health,

such as continued elimination of toxic substances commonly used in the industry in accordance with our Regulated
Substances Specification (available at http://www.apple.com/environment/reports/).
Any proceeds allocated to Eligible Projects in our supply chain will represent expenditures made by Apple or any of its
subsidiaries. Apple or its subsidiaries will directly invest in Eligible Projects in its own facilities or its suppliers' facilities.
The Green Bond Principles are a set of voluntary guidelines for the issuance of green bonds developed by a committee made
up of issuers, investors and intermediaries in the green bond market and

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are intended to promote integrity in the Green Bond market through guidelines that recommend transparency, disclosure and
reporting. The Green Bond Principles have four components: (i) use of proceeds for qualifying projects with environmentally
sustainable benefits, (ii) disclosure and use of a process for project evaluation and selection, (iii) management of proceeds through
a formal process to ensure they are allocated to qualifying projects and (iv) reporting on the use of proceeds, including on the
projects for which funds have been used and their expected impact. We anticipate that our green bond program will be in alignment
with the Green Bond Principles, and we expect to reflect the relevant requirements in the management of our green bond program
as appropriate. We worked with an outside consultant with recognized expertise in environmental, social and governance research
and analysis to (i) assess our Eligibility Criteria and processes for alignment with the Green Bond Principles, and (ii) obtain and
make publicly available a second party opinion from such consultant in respect of compliance with such criteria.
Process for Project Evaluation and Selection
Our Environment, Policy and Social Initiatives team will assess and determine project eligibility and recommend an allocation
of proceeds to Eligible Projects. The final allocation of net proceeds to Eligible Projects will be determined by our Vice President of
Environment, Policy, and Social Initiatives.
Management of Proceeds
Pending allocation of the net proceeds from the sales of the notes to Eligible Projects, we will temporarily invest an amount
equal to the balance of such net proceeds in cash, cash equivalents and/or U.S. treasury securities. Payment of principal and
interest on the notes will be made from our general funds and will not be directly linked to the performance of any Eligible Project.
We intend to spend the majority of the net proceeds from the sales of the notes within two years of the date of issuance.
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