Obligation Appli 2.95% ( US037833DQ02 ) en USD

Appli

68.4553 % ▲

Etats-unis

US037833DQ02 ( en USD )

2.95% par an ( paiement semestriel )

10/09/2049

Prospectus brochure de l'obligation Apple US037833DQ02 en USD 2.95%, échéance 10/09/2049

2 000 USD

1 500 000 000 USD

037833DQ0

AA+ ( Haute qualité )

Aaa ( Première qualité )

11/03/2026 ( Dans 126 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 US037833DQ02, paye un coupon de 2.95% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/09/2049

L'Obligation émise par Appli ( Etats-unis ) , en USD, avec le code ISIN US037833DQ02, 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 US037833DQ02, a été notée AA+ ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d751814d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-228159

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)
1.700% Notes due 2022

$1,000,000,000

99.983%

$999,830,000

$121,179.40
1.800% Notes due 2024

$750,000,000

99.772%

$748,290,000

$90,692.75
2.050% Notes due 2026

$2,000,000,000

99.831%

$1,996,620,000

$241,990.34
2.200% Notes due 2029

$1,750,000,000

99.608%

$1,743,140,000

$211,268.57
2.950% Notes due 2049

$1,500,000,000

99.270%

$1,489,050,000

$180,472.86

(1)
Calculated in accordance with Rule 457(r) and Rule 457(o) under the Securities Act of 1933, as amended. The total registration fee due for this
offering is $845,603.92 .
Table of Contents

Prospectus Supplement
(To Prospectus dated November 5, 2018)
$7,000,000,000

Apple I nc .
$1,000,000,000 1.700% Notes due 2022
$750,000,000 1.800% Notes due 2024
$2,000,000,000 2.050% Notes due 2026
$1,750,000,000 2.200% Notes due 2029
$1,500,000,000 2.950% Notes due 2049

We are offering $1,000,000,000 of our 1.700% Notes due 2022 (the "2022 Notes"), $750,000,000 of our 1.800% Notes due 2024 (the "2024
Notes"), $2,000,000,000 of our 2.050% Notes due 2026 (the "2026 Notes"), $1,750,000,000 of our 2.200% Notes due 2029 (the "2029 Notes") and
$1,500,000,000 of our 2.950% Notes due 2049 (the "2049 Notes" and, together with the 2022 Notes, the 2024 Notes, the 2026 Notes and the 2029
Notes, the "notes").
We will pay interest on the 2022 Notes, the 2024 Notes, the 2026 Notes, the 2029 Notes and the 2049 Notes semi-annually in arrears
on March 11 and September 11 of each year, beginning on March 11, 2020. The 2022 Notes will mature on September 11, 2022, the 2024 Notes will
mature on September 11, 2024, the 2026 Notes will mature on September 11, 2026, the 2029 Notes will mature on September 11, 2029 and the 2049
Notes will mature on September 11, 2049.
We may redeem the notes in whole or in part at any time or from time to time at the redemption prices described under the heading "Description
of the Notes--Optional Redemption" in this prospectus supplement. The notes will be issued only in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.

See "Risk Factors" beginning on page S-6 to read about important factors you should consider before buying the notes.

N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny ot he r re gula t ory body ha s a pprove d or disa pprove d of
t he se se c urit ie s or pa sse d upon t he a c c ura c y or a de qua c y of t his prospe c t us supple m e nt or t he a c c om pa nying
prospe c t us. Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
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Proceeds to Apple,

Public Offering Price(1)

Underwriting Discounts

Before Expenses

Per Note
Total

Per Note
Total
Per Note
Total

2022 Note

99.983%
$ 999,830,000

0.100%
$1,000,000

99.883%
$ 998,830,000
2024 Note

99.772%
$ 748,290,000

0.120%
$ 900,000

99.652%
$ 747,390,000
2026 Note

99.831%
$1,996,620,000

0.150%
$3,000,000

99.681%
$1,993,620,000
2029 Note

99.608%
$1,743,140,000

0.200%
$3,500,000

99.408%
$1,739,640,000
2049 Note

99.270%
$1,489,050,000

0.400%
$6,000,000

98.870%
$1,483,050,000

(1)
Plus accrued interest, if any, from September 11, 2019.
We do not intend to apply for listing of any series of the notes 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 September 11, 2019, 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

Goldm a n Sa c hs & Co. LLC

BofA M e rrill Lync h

De ut sc he Ba nk Se c urit ie s
Ba rc la ys

We lls Fa rgo Se c urit ie s
Co-Managers

H SBC

M orga n St a nle y
Ca st le Oa k Se c urit ie s, L.P.

Dre x e l H a m ilt on

Ra m ire z & Co., I nc .

R. Se e la us & Co., LLC

Prospectus Supplement dated September 4, 2019.
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Pa ge :
ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
WHERE YOU CAN FIND MORE INFORMATION
S-iii
INCORPORATION BY REFERENCE
S-iv
FORWARD-LOOKING STATEMENTS
S-v
SUMMARY
S-1
RISK FACTORS
S-6
USE OF PROCEEDS
S-9
CAPITALIZATION
S-10
DESCRIPTION OF THE NOTES
S-11
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-15
UNDERWRITING
S-20
LEGAL MATTERS
S-25
EXPERTS
S-25
Prospe c t us

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
USE OF PROCEEDS

3
DESCRIPTION OF THE DEBT SECURITIES

4
PLAN OF DISTRIBUTION

19
VALIDITY OF THE SECURITIES

21
EXPERTS

21
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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
ABOU T T H I S PROSPECT U S SU PPLEM EN T
This document has 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 November 5, 2018, 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 this offering of 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
WH ERE Y OU CAN FI N D M ORE I N FORM AT I ON
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission
(the "SEC"). 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., One Apple Park Way, MS 927-4INV, 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
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424B2
a copy of the contract or other document. You may review a copy of the registration statement and the documents incorporated by
reference herein through the SEC's Internet web site listed above.

S-iii
Table of Contents
I N CORPORAT I ON BY REFEREN CE
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 filed separately with the SEC. 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.
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,
except as specifically provided below, 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 29, 2018, including those portions of our Proxy Statement

on Schedule 14A filed on January 8, 2019 that are incorporated by reference in such Annual Report;

· our Quarterly Reports on Form 10-Q for the quarterly periods ended December 29, 2018, March 30, 2019 and June 29, 2019;

· our Current Reports on Form 8-K filed on February 6, 2019 and March 4, 2019; 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."

S-iv
Table of Contents
FORWARD-LOOK I N G ST AT EM EN T S
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 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 our 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 29, 2019 under the heading "Risk Factors," which are incorporated herein by reference. We
assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.

S-v
Table of Contents
SU M M ARY
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The following summary highlights information contained or incorporated by reference in this prospectus supplement and the
accompanying prospectus. It does 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 I nc .
Apple designs, manufactures and markets mobile communication and media devices and personal computers, and sells a
variety of related software, services, accessories and third-party digital content and applications. Our products and services include
iPhone®, iPad®, Mac®, Apple Watch®, AirPods®, Apple TV®, HomePodTM, a portfolio of consumer and professional software
applications, iOS, macOS®, watchOS® and tvOS® 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, Book Store and Apple Music®. 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 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. 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 One Apple Park Way,
Cupertino, CA 95014, and our main telephone number is (408) 996-1010.

S-1
Table of Contents
T he Offe ring
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 1.700% Notes
due 2022;
$750,000,000 aggregate principal amount of 1.800% Notes due
2024;

$2,000,000,000 aggregate principal amount of 2.050% Notes
due 2026;

$1,750,000,000 aggregate principal amount of 2.200% Notes
due 2029; and

$1,500,000,000 aggregate principal amount of 2.950% Notes
due 2049.

Original issue date
September 11, 2019.

Maturity date
September 11, 2022 for the 2022 Notes;
September 11, 2024 for the 2024 Notes;

September 11, 2026 for the 2026 Notes;

September 11, 2029 for the 2029 Notes; and

September 11, 2049 for the 2049 Notes.

Interest rate
1.700% per annum for the 2022 Notes;
1.800% per annum for the 2024 Notes;

2.050% per annum for the 2026 Notes;

2.200% per annum for the 2029 Notes; and
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2.950% per annum for the 2049 Notes.

Interest payment dates
Interest on the 2022 Notes, 2024 Notes, the 2026 Notes, the
2029 Notes and the 2049 Notes will be paid semi-annually in
arrears on March 11 and September 11 of each year, beginning
on March 11, 2020, and on the applicable maturity date for
each series of notes.

Optional redemption
Prior to (i) with respect to the 2022 Notes, the maturity date of
such notes, (ii) with respect to the 2024 Notes, August 11, 2024
(one month prior to the maturity date of such notes), (iii) with
respect to the 2026 Notes, July 11, 2026 (two months prior to
the maturity date of such notes), (iv) with respect to the 2029
Notes, June 11, 2029 (three months prior to the maturity date of

S-2
Table of Contents
such notes) and (v) with respect to the 2049 Notes, March 11,
2049 (six months prior to the maturity date of such notes), such

series of notes may be redeemed at our option, at any time in
whole or from time to time in part, at a redemption price as
calculated by us, 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 being redeemed (assuming, in the case of the
2024 Notes, the 2026 Notes, the 2029 Notes and the
2049 Notes, that such notes matured on their applicable
Par Call Date as defined in this prospectus supplement),
exclusive of interest accrued to, but excluding, the date
of redemption, discounted to the date of redemption on

a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at a rate equal to
the sum of the applicable Treasury Rate (as defined in
this prospectus supplement) plus 10 basis points in the
case of the 2022 Notes, plus 10 basis points in the case
of the 2024 Notes, plus 15 basis points in the case of
the 2026 Notes, plus 15 basis points in the case of the
2029 Notes and plus 20 basis points in the case of the
2049 Notes.

On or after (i) with respect to the 2024 Notes, August 11, 2024
(one month prior to the maturity date of such notes), (ii) with
respect to the 2026 Notes, July 11, 2026 (two months prior to
the maturity date of such notes), (iii) with respect to the 2029
Notes, June 11, 2029 (three months prior to the maturity date of
such notes) and (iv) with respect to the 2049 Notes, March 11,
2049 (six months prior to the maturity date of such notes), such
series of 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.
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S-3
Table of Contents

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

Ranking
The notes will be:

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

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 $6.96 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

S-4
Table of Contents
DTC, Clearstream Banking, S.A. or Euroclear Bank S.A./N.V.,

as described under the heading "Description of the Notes--
Global Clearance and Settlement Procedures."

Governing law
New York.

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Risk factors
An investment in the notes involves risk. You should consider
carefully the specific factors set forth under the heading "Risk
Factors" beginning on page S-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
RI SK FACT ORS
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 29, 2019 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 29, 2019, we had $98.3 billion of unsecured senior notes and $10.0 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
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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-6
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.
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:

· credit ratings on our debt securities assigned by rating agencies;

· the time remaining until maturity of the notes;

· the prevailing interest rates being paid by other companies similar to us;

· our results of operations, financial condition and prospects; and

· the condition of the financial markets.
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 credit ratings they have assigned to companies and debt securities. Negative changes in the
credit ratings assigned to us or our debt securities could have an adverse effect on the market prices of the notes.

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424B2
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 credit 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 credit
rating.
Redemption may adversely affect your return on the notes.
We have the right to redeem the notes on the terms set forth in this prospectus supplement. We may redeem such 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 notes.

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U SE OF PROCEEDS
We estimate the net proceeds from sales of the notes will be approximately $6.96 billion, after deducting underwriting discounts and
our offering expenses. We intend to use such net proceeds 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.
We may temporarily invest funds that are not immediately needed for these purposes in short-term investments, including cash,
cash equivalents and/or marketable securities.

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CAPI T ALI Z AT I ON
The following table sets forth our capitalization on a consolidated basis as of June 29, 2019. We have presented our capitalization
on both an actual and an as adjusted basis to reflect the issuance and sale of the notes offered hereby, but not the application of the net
proceeds from the issuance and sale of any such notes. See "Use of Proceeds." You should read the following table along with our
financial statements and the accompanying notes to those statements, together with the information set forth under "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in our Quarterly Report on Form 10-Q for the quarter ended
June 29, 2019, which is incorporated by reference in this prospectus supplement and the accompanying prospectus. See "Where You Can
Find More Information" in this prospectus supplement and the accompanying prospectus.

As of J une 2 9 , 2 0 1 9

Ac t ua l
As Adjust e d
(una udit e d, $ in m illions,
e x c e pt pa r va lue a nd
sha re num be rs, in

t housa nds)

Total current portion of long-term debt

$ 13,529
$
13,529

Long-term debt:

1.700% Notes due 2022 offered hereby

--

1,000
1.800% Notes due 2024 offered hereby

--

750
2.050% Notes due 2026 offered hereby

--

2,000
2.200% Notes due 2029 offered hereby

--

1,750
2.950% Notes due 2049 offered hereby

--

1,500
Other long-term debt

84,936

84,936

Total long-term debt

84,936

91,936

Shareholders' equity:

Common stock and additional paid-in capital, $0.00001 par value; 12,600,000 shares authorized;
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