Bond Apple 3.85% ( US037833CD08 ) in USD

Issuer Apple
Market price refresh price now   79.606 %  ▼ 
Country  United States
ISIN code  US037833CD08 ( in USD )
Interest rate 3.85% per year ( payment 2 times a year)
Maturity 03/08/2046



Prospectus brochure of the bond Apple US037833CD08 en USD 3.85%, maturity 03/08/2046


Minimal amount 2 000 USD
Total amount 2 000 000 000 USD
Cusip 037833CD0
Standard & Poor's ( S&P ) rating AA+ ( High grade - Investment-grade )
Moody's rating Aaa ( Prime - Investment-grade )
Next Coupon 04/08/2025 ( In 98 days )
Detailed description Apple Inc. designs, develops, and sells consumer electronics, computer software, and online services.

The Bond issued by Apple ( United States ) , in USD, with the ISIN code US037833CD08, pays a coupon of 3.85% per year.
The coupons are paid 2 times per year and the Bond maturity is 03/08/2046

The Bond issued by Apple ( United States ) , in USD, with the ISIN code US037833CD08, was rated Aaa ( Prime - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Apple ( United States ) , in USD, with the ISIN code US037833CD08, was rated AA+ ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







Filed Pursuant to Rule 424B2
424B2 1 d219391d424b2.htm FILED PURSUANT TO RULE 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-210983


Propose d M a x im um
Propose d M a x im um
T it le of Ea c h Cla ss of Se c urit ie s t o be
Am ount t o be
Offe ring Pric e Pe r
Aggre ga t e Offe ring
Am ount of
Re gist e re d

Re gist e re d

U nit

Pric e
Re gist ra t ion Fe e (1 )
Floating Rate Notes due 2019

$350,000,000

100.000%

$350,000,000

$35,245.00
1.100% Notes due 2019

$1,150,000,000

99.900%

$1,148,850,000

$115,689.20
1.550% Notes due 2021

$1,250,000,000

99.861%

$1,248,262,500

$125,700.03
2.450% Notes due 2026

$2,250,000,000

99.727%

$2,243,857,500

$225,956.45
3.850% Notes due 2046

$2,000,000,000

99.735%

$1,994,700,000

$200,866.29



(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. The total registration fee due for
this offering is $703,456.97.
Table of Contents
Prospectus Supplement
(To Prospectus dated April 28, 2016)
$7,000,000,000

Apple Inc.
$350,000,000 Floating Rate Notes due 2019
$1,150,000,000 1.100% Notes due 2019
$1,250,000,000 1.550% Notes due 2021
$2,250,000,000 2.450% Notes due 2026
$2,000,000,000 3.850% Notes due 2046


We are offering $350,000,000 of our Floating Rate Notes due 2019 (the "2019 Floating Rate Notes" or the "floating rate notes"), $1,150,000,000 of our 1.100% Notes
due 2019 (the "2019 Fixed Rate Notes"), $1,250,000,000 of our 1.550% Notes due 2021 (the "2021 Fixed Rate Notes"), $2,250,000,000 of our 2.450% Notes due 2026
(the "2026 Fixed Rate Notes") and $2,000,000,000 of our 3.850% Notes due 2046 (the "2046 Fixed Rate Notes" and, together with the 2019 Fixed Rate Notes, the 2021
Fixed Rate Notes and the 2026 Fixed Rate Notes, the "fixed rate notes"). We refer to the floating rate notes and the fixed rate notes collectively as the "notes."
The 2019 Floating Rate Notes will bear interest at a floating rate equal to three-month LIBOR plus 0.14% and will mature on August 2, 2019. We will pay interest on
the floating rate notes quarterly in arrears on February 4, May 4, August 4 and November 4 of each year, beginning on November 4, 2016.
We will pay interest on the fixed rate notes semi-annually in arrears on February 4 and August 4 of each year, beginning on February 4, 2017. The 2019 Fixed Rate
Notes will mature on August 2, 2019, the 2021 Fixed Rate Notes will mature on August 4, 2021, the 2026 Fixed Rate Notes will mature on August 4, 2026 and the 2046
Fixed Rate Notes will mature on August 4, 2046.
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 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.



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
2019 Floating Rate Note


100.000%
$
350,000,000

0.100%
$
350,000

99.900%
$ 349,650,000
2019 Fixed Rate Note


99.900%
$
1,148,850,000

0.100%
$ 1,150,000

99.800%
$1,147,700,000
2021 Fixed Rate Note


99.861%
$
1,248,262,500

0.120%
$ 1,500,000

99.741%
$1,246,762,500
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Filed Pursuant to Rule 424B2
2026 Fixed Rate Note


99.727%
$
2,243,857,500

0.200%
$ 4,500,000

99.527%
$2,239,357,500
2046 Fixed Rate Note


99.735%
$
1,994,700,000

0.425%
$ 8,500,000

99.310%
$1,986,200,000
(1) Plus accrued interest, if any, from August 4, 2016.
The notes will not be listed 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 August 4, 2016, 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.

BofA Merrill Lynch

J.P. Morgan

Deutsche Bank Securities

Co-Managers


Barclays

Citigroup

Standard Chartered Bank

Wells Fargo Securities
Lebenthal Capital Markets

Loop Capital Markets

Mischler Financial Group, Inc.

The Williams Capital Group, L.P.

Prospectus Supplement dated July 28, 2016.
Table of Contents
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
RATIO OF EARNINGS TO FIXED CHARGES
S-12
DESCRIPTION OF THE NOTES
S-13
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-19
UNDERWRITING
S-24
LEGAL MATTERS
S-29
EXPERTS
S-29
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
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Filed Pursuant to Rule 424B2
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.

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," "we," "us" and
"our" and all similar references are to Apple Inc. and its consolidated subsidiaries. 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. and not to any of its subsidiaries.

S-ii
Table of Contents
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
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Filed Pursuant to Rule 424B2
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
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 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 26, 2015, including those portions of our Proxy

Statement on Schedule 14A filed on January 6, 2016 that are incorporated by reference in such Annual Report;

·
our Quarterly Reports on Form 10-Q for the fiscal quarters ended December 26, 2015, March 26, 2016 and June 25,

2016; and

·
our Current Reports on Form 8-K filed on October 2, 2015, December 17, 2015, December 22, 2015, February 23, 2016,

March 1, 2016, March 24, 2016 and June 22, 2016.
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 June 25, 2016 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
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Filed Pursuant to Rule 424B2
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, accessories, networking solutions and third-party digital
content and applications. Our products and services include iPhone®, iPad®, Mac®, iPod®, Apple Watch®, Apple TV®, a
portfolio of consumer and professional software applications, iOS, macOSTM, 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 online and retail 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
$350,000,000 aggregate principal amount of Floating Rate Notes due 2019;


$1,150,000,000 aggregate principal amount of 1.100% Notes due 2019;


$1,250,000,000 aggregate principal amount of 1.550% Notes due 2021;


$2,250,000,000 aggregate principal amount of 2.450% Notes due 2026; and


$2,000,000,000 aggregate principal amount of 3.850% Notes due 2046.

Original issue date
August 4, 2016.

Maturity date
August 2, 2019 for the 2019 Floating Rate Notes;


August 2, 2019 for the 2019 Fixed Rate Notes;


August 4, 2021 for the 2021 Fixed Rate Notes;


August 4, 2026 for the 2026 Fixed Rate Notes; and


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Filed Pursuant to Rule 424B2
August 4, 2046 for the 2046 Fixed Rate Notes.

Interest rate
Three-month LIBOR plus 0.14% per annum for the 2019 Floating Rate Notes;


1.100% per annum for the 2019 Fixed Rate Notes;


1.550% per annum for the 2021 Fixed Rate Notes;


2.450% per annum for the 2026 Fixed Rate Notes; and


3.850% per annum for the 2046 Fixed Rate Notes.


The interest rate for the 2019 Floating Rate Notes for the initial interest period
will be the three month LIBOR plus 0.14%, determined on the second London
business day immediately preceding the scheduled closing date. Thereafter,
the interest rate for the 2019 Floating Rate Notes will reset
on February 4, May 4, August 4 and November 4 of each year, beginning
on November 4, 2016.


S-2
Table of Contents
Interest payment dates
Interest on the 2019 Floating Rate Notes will be paid quarterly in arrears
on February 4, May 4, August 4 and November 4 of each year, beginning
on November 4, 2016, and on the maturity date for the 2019 Floating Rate
Notes.


Interest on the fixed rate notes will be paid semi-annually in arrears on
February 4 and August 4 of each year, beginning on February 4, 2017, and on
the applicable maturity date for each of the series of fixed rate notes.

Optional redemption
We do not have the right to redeem the floating rate notes prior to maturity.
Prior to (i) with respect to the 2019 Fixed Rate Notes, the maturity date of
such notes, (ii) with respect to the 2021 Fixed Rate Notes, July 4, 2021 (one
month prior to the maturity date of such notes), (iii) with respect to the 2026
Fixed Rate Notes, May 4, 2026 (three months prior to the maturity date of such
notes), and (iv) with respect to the 2046 Fixed Rate Notes, February 4, 2046
(six months prior to the maturity date of such notes), such series of 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 (assuming, in the case of
the 2021 Fixed Rate Notes, the 2026 Fixed Rate Notes and the 2046 Fixed
Rate Notes, that such notes matured on their applicable Par Call Date as
set forth above), 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 2019 Fixed
Rate Notes, plus 10 basis points in the case of the 2021 Fixed Rate Notes,
plus 15 basis points in the case of the 2026 Fixed Rate Notes and plus 25
basis points in the case of the 2046 Fixed Rate Notes.

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Filed Pursuant to Rule 424B2

On or after (i) with respect to the 2021 Fixed Rate Notes, July 4, 2021 (one
month prior to the maturity date of such notes), (ii) with respect to the 2026
Fixed Rate Notes, May 4, 2026 (three months prior to the maturity date of such
notes) and (iii) with respect to the 2046 Fixed Rate Notes, February 4, 2046
(six months prior to the maturity date of such notes), such series of 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 100% of the principal amount of
the notes being redeemed.


S-3
Table of Contents

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."

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 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 $6.97 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 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."
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Filed Pursuant to Rule 424B2

Governing law
New York.


S-4
Table of Contents
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.


S-5
Table of Contents
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 25, 2016 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 25, 2016, we had $71.6 billion of unsecured senior notes and $12.5 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,
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Filed Pursuant to Rule 424B2
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:


·
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;



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Filed Pursuant to Rule 424B2
·
our results of operations, financial condition and prospects; and


·
the condition of the financial markets.
In addition, the market prices of our floating rate notes will be influenced by the three-month LIBOR rate, volatility in such rate
and events that affect LIBOR rates generally.
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.

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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 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 fixed rate notes.
We have the right to redeem the fixed rate notes on the terms set forth in this prospectus supplement. We may redeem such
fixed rate 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 fixed rate notes.
The amount of interest payable on the floating rate notes is set only once per quarter based on the three-month LIBOR rate on the
interest determination date, which rate may fluctuate substantially.
In the past, the level of the three-month LIBOR rate has experienced significant fluctuations. You should note that historical
levels, fluctuations and trends of the three-month LIBOR rate are not necessarily indicative of future levels. Any historical upward
or downward trend in the three-month LIBOR rate is not an indication that the three-month LIBOR rate is more or less likely to
increase or decrease at any time during a floating rate interest period, and you should not take the historical levels of the three-
month LIBOR rate as an indication of its future performance. You should further note that although the actual three-month LIBOR
rate on an interest payment date or at other times during an interest period may be higher than the three-month LIBOR rate on the
applicable interest determination date, you will not benefit from the three-month LIBOR rate at any time other than on the interest
determination date for such interest period. As a result, changes in the three-month LIBOR rate may not result in a comparable
change in the market value of the floating rate notes.
Uncertainty relating to the LIBOR calculation process may adversely affect the value of your floating rate notes.
Regulators and law enforcement agencies in the United Kingdom and elsewhere are conducting civil and criminal
investigations into whether the banks that contribute to the British Bankers' Association (the "BBA"), in connection with the
calculation of daily LIBOR may have been under-reporting or otherwise manipulating or attempting to manipulate LIBOR. A number
of BBA member banks have entered into settlements with their regulators and law enforcement agencies with respect to alleged
manipulation of LIBOR.
Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is
determined. At this time, it is not possible to predict the effect of any such changes and any other reforms to LIBOR that may be
enacted in the United Kingdom or elsewhere. Uncertainty as to the nature of such potential changes may adversely affect the
trading market for LIBOR-based securities, including the floating rate notes.

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