Obligation Appli 3.35% ( US037833CJ77 ) en USD

Appli

99.4763 % ▲

Etats-unis

US037833CJ77 ( en USD )

3.35% par an ( paiement semestriel )

08/02/2027

Prospectus brochure de l'obligation Apple US037833CJ77 en USD 3.35%, échéance 08/02/2027

2 000 USD

2 250 000 000 USD

037833CJ7

AA+ ( Haute qualité )

Aaa ( Première qualité )

09/02/2026 ( Dans 96 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 Appli ( Etats-unis ) , en USD, avec le code ISIN US037833CJ77, paye un coupon de 3.35% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 08/02/2027

L'Obligation émise par Appli ( Etats-unis ) , en USD, avec le code ISIN US037833CJ77, a été notée Aaa ( Première qualité ) par l'agence de notation Moody's.

L'Obligation émise par Appli ( Etats-unis ) , en USD, avec le code ISIN US037833CJ77, a été notée AA+ ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

Filed Pursuant to Rule 424B2
424B2 1 d293866d424b2.htm FILED PURSUANT TO RULE 424B2
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)
Floating Rate Notes due 2019

$500,000,000

100.000%

$500,000,000

$57,950.00
Floating Rate Notes due 2020

$500,000,000

100.000%

$500,000,000

$57,950.00
Floating Rate Notes due 2022

$1,000,000,000
100.000%
$1,000,000,000
$115,900.00
1.550% Notes due 2019

$500,000,000

99.924%

$499,620,000

$57,905.96
1.900% Notes due 2020

$1,000,000,000
99.951%

$999,510,000

$115,843.21
2.500% Notes due 2022

$1,500,000,000
99.995%
$1,499,925,000
$173,841.31
3.000% Notes due 2024

$1,750,000,000
99.956%
$1,749,230,000
$202,735.76
3.350% Notes due 2027

$2,250,000,000
100.000%
$2,250,000,000
$260,775.00
4.250% Notes due 2047

$1,000,000,000
99.798%

$997,980,000

$115,665.88

(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
$1,158,567.12.
Table of Contents
Prospectus Supplement
(To Prospectus dated April 28, 2016)
$10,000,000,000

Apple Inc.
$500,000,000 Floating Rate Notes due 2019
$500,000,000 Floating Rate Notes due 2020
$1,000,000,000 Floating Rate Notes due 2022
$500,000,000 1.550% Notes due 2019
$1,000,000,000 1.900% Notes due 2020
$1,500,000,000 2.500% Notes due 2022
$1,750,000,000 3.000% Notes due 2024
$2,250,000,000 3.350% Notes due 2027
$1,000,000,000 4.250% Notes due 2047

We are offering $500,000,000 of our Floating Rate Notes due 2019 (the "2019 Floating Rate Notes"), $500,000,000 of our Floating Rate Notes due 2020 (the "2020
Floating Rate Notes"), $1,000,000,000 of our Floating Rate Notes due 2022 (the "2022 Floating Rate Notes" and, together with the 2019 Floating Rate Notes and the
2020 Floating Rate Notes, the "floating rate notes"), $500,000,000 of our 1.550% Notes due 2019 (the "2019 Fixed Rate Notes"), $1,000,000,000 of our 1.900% Notes due
2020 (the "2020 Fixed Rate Notes"), $1,500,000,000 of our 2.500% Notes due 2022 (the "2022 Fixed Rate Notes"), $1,750,000,000 of our 3.000% Notes due 2024 (the
"2024 Fixed Rate Notes"), $2,250,000,000 of our 3.350% Notes due 2027 (the "2027 Fixed Rate Notes") and $1,000,000,000 of our 4.250% Notes due 2047 (the "2047
Fixed Rate Notes" and, together with the 2019 Fixed Rate Notes, the 2020 Fixed Rate Notes, the 2022 Fixed Rate Notes, the 2024 Fixed Rate Notes and the 2027 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 0.080% and will mature on February 8, 2019. The 2020 Floating
Rate Notes will bear interest at a floating rate equal to three-month LIBOR plus 0.200% and will mature on February 7, 2020. The 2022 Floating Rate Notes will bear
interest at a floating rate equal to three-month LIBOR plus 0.500% and will mature on February 9, 2022. We will pay interest on the 2019 Floating Rate Notes quarterly in
arrears on February 8, May 8, August 8 and November 8 of each year, beginning on May 8, 2017. We will pay interest on the 2020 Floating Rate Notes quarterly in
arrears on February 7, May 7, August 7 and November 7 of each year, beginning on May 7, 2017. We will pay interest on the 2022 Floating Rate Notes quarterly in
arrears on February 9, May 9, August 9 and November 9 of each year, beginning on May 9, 2017.
We will pay interest on the 2019 Fixed Rate Notes semi-annually in arrears on February 8 and August 8 of each year, beginning on August 8, 2017. We will pay
interest on the 2020 Fixed Rate Notes semi-annually in arrears on February 7 and August 7 of each year, beginning on August 7, 2017. We will pay interest on the 2022
https://www.sec.gov/Archives/edgar/data/320193/000119312517030832/d293866d424b2.htm[2/6/2017 9:25:03 AM]

Filed Pursuant to Rule 424B2
Fixed Rate Notes, the 2024 Fixed Rate Notes, the 2027 Fixed Rate Notes and the 2047 Fixed Rate Notes semi-annually in arrears on February 9 and August 9 of each
year, beginning on August 9, 2017. The 2019 Fixed Rate Notes will mature on February 8, 2019, the 2020 Fixed Rate Notes will mature on February 7, 2020, the 2022
Fixed Rate Notes will mature on February 9, 2022, the 2024 Fixed Rate Notes will mature on February 9, 2024, the 2027 Fixed Rate Notes will mature on February 9,
2027 and the 2047 Fixed Rate Notes will mature on February 9, 2047.
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-7 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%
$ 500,000,000

0.080%
$
400,000

99.920%
$ 499,600,000
2020 Floating Rate Note

100.000%
$ 500,000,000

0.100%
$
500,000

99.900%
$ 499,500,000
2022 Floating Rate Note

100.000%
$1,000,000,000

0.120%
$ 1,200,000

99.880%
$ 998,800,000
2019 Fixed Rate Note

99.924%
$ 499,620,000

0.080%
$
400,000

99.844%
$ 499,220,000
2020 Fixed Rate Note

99.951%
$ 999,510,000

0.100%
$ 1,000,000

99.851%
$ 998,510,000
2022 Fixed Rate Note

99.995%
$1,499,925,000

0.120%
$ 1,800,000

99.875%
$1,498,125,000
2024 Fixed Rate Note

99.956%
$1,749,230,000

0.150%
$ 2,625,000

99.806%
$1,746,605,000
2027 Fixed Rate Note

100.000%
$2,250,000,000

0.200%
$ 4,500,000

99.800%
$2,245,500,000
2047 Fixed Rate Note

99.798%
$ 997,980,000

0.425%
$ 4,250,000

99.373%
$ 993,730,000
(1) Plus accrued interest, if any, from February 9, 2017.
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 February 9, 2017, 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.

Deutsche Bank Securities

J.P. Morgan
Barclays

BofA Merrill Lynch

Wells Fargo Securities
Co-Managers
HSBC

Morgan Stanley

Standard Chartered Bank
Academy Securities

CastleOak Securities, L.P.

Mischler Financial Group, Inc.

Ramirez & Co., Inc.

Prospectus Supplement dated February 2, 2017.
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-7
USE OF PROCEEDS
S-10
CAPITALIZATION
S-11
RATIO OF EARNINGS TO FIXED CHARGES
S-13
DESCRIPTION OF THE NOTES
S-14
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-20
UNDERWRITING
S-25
LEGAL MATTERS
S-31
EXPERTS
S-31
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
https://www.sec.gov/Archives/edgar/data/320193/000119312517030832/d293866d424b2.htm[2/6/2017 9:25:03 AM]

Filed Pursuant to Rule 424B2
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
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
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
https://www.sec.gov/Archives/edgar/data/320193/000119312517030832/d293866d424b2.htm[2/6/2017 9:25:03 AM]

Filed Pursuant to Rule 424B2
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
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 Report on Form 10-Q for the fiscal quarter ended December 31, 2016; and

·
our Current Report on Form 8-K filed on December 15, 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
https://www.sec.gov/Archives/edgar/data/320193/000119312517030832/d293866d424b2.htm[2/6/2017 9:25:03 AM]

Filed Pursuant to Rule 424B2
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 December 31, 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
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 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
$500,000,000 aggregate principal amount of Floating Rate Notes due 2019;

$500,000,000 aggregate principal amount of Floating Rate Notes due 2020;

$1,000,000,000 aggregate principal amount of Floating Rate Notes due 2022;

$500,000,000 aggregate principal amount of 1.550% Notes due 2019;

https://www.sec.gov/Archives/edgar/data/320193/000119312517030832/d293866d424b2.htm[2/6/2017 9:25:03 AM]

Filed Pursuant to Rule 424B2

$1,000,000,000 aggregate principal amount of 1.900% Notes due 2020;

$1,500,000,000 aggregate principal amount of 2.500% Notes due 2022;

$1,750,000,000 aggregate principal amount of 3.000% Notes due 2024;

$2,250,000,000 aggregate principal amount of 3.350% Notes due 2027; and

$1,000,000,000 aggregate principal amount of 4.250% Notes due 2047.

Original issue date
February 9, 2017.

Maturity date
February 8, 2019 for the 2019 Floating Rate Notes;

February 7, 2020 for the 2020 Floating Rate Notes;

February 9, 2022 for the 2022 Floating Rate Notes;

February 8, 2019 for the 2019 Fixed Rate Notes;

February 7, 2020 for the 2020 Fixed Rate Notes;

February 9, 2022 for the 2022 Fixed Rate Notes;

February 9, 2024 for the 2024 Fixed Rate Notes;

February 9, 2027 for the 2027 Fixed Rate Notes; and

S-2
Table of Contents

February 9, 2047 for the 2047 Fixed Rate Notes.

Interest rate
Three-month LIBOR plus 0.080% per annum for the 2019 Floating Rate Notes;

Three-month LIBOR plus 0.200% per annum for the 2020 Floating Rate Notes;

Three-month LIBOR plus 0.500% per annum for the 2022 Floating Rate Notes;

1.550% per annum for the 2019 Fixed Rate Notes;

1.900% per annum for the 2020 Fixed Rate Notes;

2.500% per annum for the 2022 Fixed Rate Notes;

3.000% per annum for the 2024 Fixed Rate Notes;

3.350% per annum for the 2027 Fixed Rate Notes; and

4.250% per annum for the 2047 Fixed Rate Notes.

The interest rate for the 2019 Floating Rate Notes for the initial interest period

will be the three month LIBOR plus 0.080%, determined on the second
London business day immediately preceding the scheduled closing date.

https://www.sec.gov/Archives/edgar/data/320193/000119312517030832/d293866d424b2.htm[2/6/2017 9:25:03 AM]

Filed Pursuant to Rule 424B2
The interest rate for the 2020 Floating Rate Notes for the initial interest period

will be the three month LIBOR plus 0.200%, determined on the second
London business day immediately preceding the scheduled closing date.

The interest rate for the 2022 Floating Rate Notes for the initial interest period

will be the three month LIBOR plus 0.500%, 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 8, May 8, August 8 and November 8 of each year, beginning on May
8, 2017, the interest rate for the 2020 Floating Rate Notes will reset on
February 7, May 7, August 7 and November 7 of each year, beginning on May
7, 2017, and the interest rate for the 2022 Floating Rate Notes will reset on
February 9, May 9, August 9 and November 9 of each year, beginning on May
9, 2017.

Interest payment dates
Interest on the 2019 Floating Rate Notes will be paid quarterly in arrears on
February 8, May 8, August 8 and November 8 of each year, beginning on May
8, 2017, and on the maturity date. Interest on the 2020 Floating Rate Notes
will be paid quarterly in arrears on February 7, May 7, August 7 and November
7 of each year, beginning on May 7, 2017, and on the maturity date.

S-3
Table of Contents
Interest on the 2022 Floating Rate Notes will be paid quarterly in arrears on

February 9, May 9, August 9 and November 9 of each year, beginning on May
9, 2017, and on the maturity date.

Interest on the 2019 Fixed Rate Notes will be paid semi-annually in arrears on
February 8 and August 8 of each year, beginning on August 8, 2017, and on
the maturity date. Interest on the 2020 Fixed Rate Notes will be paid semi-
annually in arrears on February 7 and August 7 of each year, beginning on

August 7, 2017, and on the maturity date. Interest on the 2022 Fixed Rate
Notes, the 2024 Fixed Rate Notes, the 2027 Fixed Rate Notes and the 2047
Fixed Rate Notes will be paid semi-annually in arrears on February 9 and
August 9 of each year, beginning on August 9, 2017, and on the applicable
maturity date.

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 and the 2020 Fixed Rate
Notes, the maturity date of such notes, (ii) with respect to the 2022 Fixed Rate
Notes, January 9, 2022 (one month prior to the maturity date of such notes),
(iii) with respect to the 2024 Fixed Rate Notes, December 9, 2023 (two months
prior to the maturity date of such notes) (iv) with respect to the 2027 Fixed
Rate Notes, November 9, 2026 (three months prior to the maturity date of such
notes), and (iv) with respect to the 2047 Fixed Rate Notes, August 9, 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
https://www.sec.gov/Archives/edgar/data/320193/000119312517030832/d293866d424b2.htm[2/6/2017 9:25:03 AM]

Filed Pursuant to Rule 424B2
the 2022 Fixed Rate Notes, the 2024 Fixed Rate Notes, the 2027 Fixed
Rate Notes and the 2047 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 5 basis points in the
case of the 2019 Fixed Rate Notes, plus 7.5 basis points in the case of the
2020 Fixed Rate Notes, plus 10 basis points in the case of the 2022 Fixed
Rate Notes, plus 12.5 basis points in the case of the 2024 Fixed Rate
Notes, plus 12.5 basis points in the case of the 2027 Fixed Rate Notes and
plus 20 basis points in the case of the 2047 Fixed Rate Notes.

On or after (i) with respect to the 2022 Fixed Rate Notes, January 9, 2022

(one month prior to the maturity date of such notes), (ii) with respect to the
2024 Fixed Rate Notes, December 9, 2023 (two

S-4
Table of Contents
months prior to the maturity date of such notes), (iii) with respect to the 2027
Fixed Rate Notes, November 9, 2026 (three months prior to the maturity date
of such notes) and (iv) with respect to the 2047 Fixed Rate Notes, August 9,

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.

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."

https://www.sec.gov/Archives/edgar/data/320193/000119312517030832/d293866d424b2.htm[2/6/2017 9:25:03 AM]

Filed Pursuant to Rule 424B2
Use of proceeds
We intend to use the net proceeds from sales of the notes, which we estimate
will be approximately $9.97 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.

S-5
Table of Contents
Form of notes
We will issue the notes in the form of one or more fully registered global notes
registered in the name of the nominee of The Depository Trust Company
("DTC"). Investors may elect to hold the interests in the global notes through
any of DTC, Clearstream Banking, S.A. or Euroclear Bank S.A./N.V., as
described under the heading "Description of the Notes--Global Clearance and
Settlement Procedures."

Governing law
New York.

Risk factors
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-7 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-6
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 December 31, 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.
https://www.sec.gov/Archives/edgar/data/320193/000119312517030832/d293866d424b2.htm[2/6/2017 9:25:03 AM]

Filed Pursuant to Rule 424B2
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 December 31, 2016, we had $77.4 billion of unsecured senior notes and $10.5 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,
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;

S-7
Table of Contents
·
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.
https://www.sec.gov/Archives/edgar/data/320193/000119312517030832/d293866d424b2.htm[2/6/2017 9:25:03 AM]

Document Outline

#1">
- #1">