Bond Appli 3.45% ( US037833AS94 ) in USD

Appli

100 % ▲

United States

US037833AS94 ( in USD )

3.45% per year ( payment 2 times a year)

05/05/2024 - Bond has expired

Prospectus brochure of the bond Apple US037833AS94 in USD 3.45%, expired

2 000 USD

2 500 000 000 USD

037833AS9

AA+ ( High grade - Investment-grade )

Aa1 ( High grade - Investment-grade )

Apple Inc. designs, develops, and sells consumer electronics, computer software, and online services.

The Bond issued by Appli ( United States ) , in USD, with the ISIN code US037833AS94, pays a coupon of 3.45% per year.
The coupons are paid 2 times per year and the Bond maturity is 05/05/2024

The Bond issued by Appli ( United States ) , in USD, with the ISIN code US037833AS94, was rated Aa1 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Appli ( United States ) , in USD, with the ISIN code US037833AS94, was rated AA+ ( High grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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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 2017

$1,000,000,000
100.000%

$1,000,000,000
$128,800
Floating Rate Notes due 2019

$1,000,000,000
100.000%

$1,000,000,000
$128,800
1.05% Notes due 2017

$1,500,000,000
99.947%

$1,499,205,000
$193,098
2.10% Notes due 2019

$2,000,000,000
99.962%

$1,999,240,000
$257,503
2.85% Notes due 2021

$3,000,000,000
99.754%

$2,992,620,000
$385,450
3.45% Notes due 2024

$2,500,000,000
99.916%

$2,497,900,000
$321,730
4.45% Notes due 2044

$1,000,000,000
99.459%

$994,590,000

$128,104

(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 $1,543,485.

Prospectus Supplement
(To Prospectus dated April 29, 2013)

$1,000,000,000 Floating Rate Notes due 2017
$1,000,000,000 Floating Rate Notes due 2019
$1,500,000,000 1.05% Notes due 2017
$2,000,000,000 2.10% Notes due 2019
$3,000,000,000 2.85% Notes due 2021
$2,500,000,000 3.45% Notes due 2024
$1,000,000,000 4.45% Notes due 2044

We are offering $1,000,000,000 of our Floating Rate Notes due 2017 (the "2017 Floating Rate Notes"), $1,000,000,000 of our Floating Rate Notes due 2019 (the "2019 Floating
Rate Notes" and, together with the 2017 Floating Rate Notes, the "floating rate notes"), $1,500,000,000 of our 1.05% Notes due 2017 (the "2017 Fixed Rate Notes"),
$2,000,000,000 of our 2.10% Notes due 2019 (the "2019 Fixed Rate Notes"), $3,000,000,000 of our 2.85% Notes due 2021 (the "2021 Fixed Rate Notes"), $2,500,000,000 of our
3.45% Notes due 2024 (the "2024 Fixed Rate Notes"), and $1,000,000,000 of our 4.45% Notes due 2044 (the "2044 Fixed Rate Notes" and, together with the 2017 Fixed Rate
Notes, the 2019 Fixed Rate Notes, the 2021 Fixed Rate Notes and the 2024 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 2017 Floating Rate Notes will bear interest at a floating rate equal to three-month LIBOR plus 0.07% and the 2019 Floating Rate Notes will bear interest at a floating rate
equal to three-month LIBOR plus 0.30%. We will pay interest on the floating rate notes quarterly in arrears on February 6, May 6, August 6 and November 6 of each year,
beginning on August 6, 2014. We will pay interest on the fixed rate notes semi-annually in arrears on May 6 and November 6 of each year, beginning on November 6, 2014. The
2017 Floating Rate Notes will mature on May 5, 2017 and the 2019 Floating Rate Notes will mature on May 6, 2019. The 2017 Fixed Rate Notes will mature on May 5, 2017, the
2019 Fixed Rate Notes will mature on May 6, 2019, the 2021 Fixed Rate Notes will mature on May 6, 2021, the 2024 Fixed Rate Notes will mature on May 6, 2024, and the 2044
Fixed Rate Notes will mature on May 6, 2044.
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 wil 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 2017 Floating Rate Note

100.000%

0.100%

99.900%
Total

$1,000,000,000
$
1,000,000
$ 999,000,000
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Per 2019 Floating Rate Note

100.000%

0.150%

99.850%
Total

$1,000,000,000
$
1,500,000
$ 998,500,000
Per 2017 Fixed Rate Note

99.947%

0.100%

99.847%
Total

$1,499,205,000
$
1,500,000
$1,497,705,000
Per 2019 Fixed Rate Note

99.962%

0.150%

99.812%
Total

$1,999,240,000
$
3,000,000
$1,996,240,000
Per 2021 Fixed Rate Note

99.754%

0.180%

99.574%
Total

$2,992,620,000
$
5,400,000
$2,987,220,000
Per 2024 Fixed Rate Note

99.916%

0.200%

99.716%
Total

$2,497,900,000
$
5,000,000
$2,492,900,000
Per 2044 Fixed Rate Note

99.459%

0.650%

98.809%
Total

$ 994,590,000
$
6,500,000
$ 988,090,000
(1) Plus accrued interest, if any, from May 6, 2014.
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 6, 2014, which is the fifth business day fol owing the date of this prospectus supplement. Purchasers of the notes
should note that trading of the notes may be affected by this settlement date.

Joint Book-Running Managers

Goldman, Sachs & Co.

Deutsche Bank Securities
BofA Merrill Lynch

J.P. Morgan
Co-Managers

Barclays

Citigroup

Wells Fargo Securities

Prospectus Supplement dated April 29, 2014.
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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

RATIO OF EARNINGS TO FIXED CHARGES
S-10
DESCRIPTION OF THE NOTES
S-11
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-16
UNDERWRITING
S-20
LEGAL MATTERS
S-25
EXPERTS
S-25
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 28, 2013, including those portions of our Proxy

Statement on Schedule 14A filed on January 10, 2014 that are incorporated by reference in such Annual Report;

·
our Quarterly Report on Form 10-Q for the fiscal quarter ended December 28, 2013 and our Quarterly Report on Form

10-Q for the fiscal quarter ended March 29, 2014;

·
our Current Report on Form 8-K filed on March 5, 2014; 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, iBooks
StoreTM, 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 2017
(the "2017 Floating Rate Notes");

$1,000,000,000 aggregate principal amount of Floating Rate Notes due 2019

(the "2019 Floating Rate Notes" and, together with the 2017 Floating Rate
Notes, the "floating rate notes");

$1,500,000,000 aggregate principal amount of 1.05% Notes due 2017 (the

"2017 Fixed Rate Notes");

$2,000,000,000 aggregate principal amount of 2.10% Notes due 2019 (the

"2019 Fixed Rate Notes");

$3,000,000,000 aggregate principal amount of 2.85% Notes due 2021 (the

"2021 Fixed Rate Notes");

$2,500,000,000 aggregate principal amount of 3.45% Notes due 2024 (the

"2024 Fixed Rate Notes"); and

$1,000,000,000 aggregate principal amount of 4.45% Notes due 2044 (the
"2044 Fixed Rate Notes" and, together with the 2017 Fixed Rate Notes, the

2019 Fixed Rate Notes, the 2021 Fixed Rate Notes, and the 2024 Fixed Rate
Notes, the "fixed rate notes").

Original issue date
May 6, 2014.

Maturity date
May 5, 2017 for the 2017 Floating Rate Notes;

May 6, 2019 for the 2019 Floating Rate Notes;

May 5, 2017 for the 2017 Fixed Rate Notes;

May 6, 2019 for the 2019 Fixed Rate Notes;

May 6, 2021 for the 2021 Fixed Rate Notes;

May 6, 2024 for the 2024 Fixed Rate Notes; and

May 6, 2044 for the 2044 Fixed Rate Notes.

Interest rate
Three-month LIBOR plus 0.07% per annum for the 2017 Floating Rate Notes;

Three-month LIBOR plus 0.30% per annum for the 2019 Floating Rate Notes;

1.05% per annum for the 2017 Fixed Rate Notes;

2.10% per annum for the 2019 Fixed Rate Notes;

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2.85% per annum for the 2021 Fixed Rate Notes;

3.45% per annum for the 2024 Fixed Rate Notes; and

4.45% per annum for the 2044 Fixed Rate Notes.

Interest payment dates
Interest on the floating rate notes will be paid quarterly in arrears on February 6,
May 6, August 6 and November 6 of each year, beginning on August 6, 2014,
and on the maturity date for each of these series of notes.

Interest on the fixed rate notes will be paid semi-annually on May 6 and

November 6 of each year, beginning on November 6, 2014, and on the maturity
date for each of these 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 2017
Fixed Rate Notes, 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 2024 Fixed Rate Notes, and plus 15 basis
points in the case of the 2044 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 $11.95 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, 2014, we
announced that we

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