On August 8, 2022, Apple Inc. (“Apple”) consummated the
issuance and sale of $1,000,000,000 aggregate principal amount of
its 3.250% Notes due 2029 (the “2029 Notes”), $1,500,000,000
aggregate principal amount of its 3.350% Notes due 2032 (the “2032
Notes”), $1,750,000,000 aggregate principal amount of its 3.950%
Notes due 2052 (the “2052 Notes”) and $1,250,000,000 aggregate
principal amount of its 4.100% Notes due 2062 (the “2062 Notes”
and, together with the 2029 Notes, the 2032 Notes and the 2052
Notes, the “Notes”), pursuant to an underwriting agreement (the
“Underwriting Agreement”) dated August 1, 2022 among Apple and
Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P.
Morgan Securities LLC, as representatives of the several
underwriters named therein.
The Notes are being issued pursuant to an indenture, dated as of
October 28, 2021 (the “Indenture”), between Apple and The Bank
of New York Mellon Trust Company, N.A., as trustee, together with
the officer’s certificate, dated August 8, 2022 (the
“Officer’s Certificate”), issued pursuant to the Indenture
establishing the terms of each series of Notes.
The Notes are being issued pursuant to Apple’s Registration
Statement on Form S-3 filed
with the Securities and Exchange Commission and dated
October 28, 2021 (Reg. No. 333-260578) (the “Registration
Interest on the Notes will be paid semi-annually in arrears on
August 8 and February 8 of each year, beginning on
February 8, 2023.
The 2029 Notes will mature on August 8, 2029. The 2032 Notes
will mature on August 8, 2032. The 2052 Notes will mature on
August 8, 2052. The 2062 Notes will mature on August 8,
The Notes will be Apple’s senior unsecured obligations and will
rank equally with Apple’s other unsecured and unsubordinated debt
from time to time outstanding.
The foregoing description of the Notes and related agreements is
qualified in its entirety by the terms of the Underwriting
Agreement, the Indenture and the Officer’s Certificate (including
the forms of the Notes). Apple is furnishing the Underwriting
Agreement and the Officer’s Certificate (including the forms of the
Notes) attached hereto as Exhibits 1.1 and 4.1 through 4.5,
respectively, and they are incorporated herein by reference. The
Indenture is filed as Exhibit 4.1 to the Registration Statement. An
opinion regarding the legality of the Notes is filed as Exhibit
5.1, and is incorporated by reference into the Registration
Statement; and a consent relating to the incorporation of such
opinion is incorporated by reference into the Registration
Statement and is filed as Exhibit 23.1 by reference to its
inclusion within Exhibit 5.1.
Financial Statements and Exhibits.