FWP 1 d70069dfwp.htm FREE WRITING PROSPECTUS Free Writing Prospectus

Filed Pursuant to Rule 433

Registration No. 333-228159

Issuer Free Writing Prospectus dated February 1, 2021

Relating to Preliminary Prospectus Supplement dated February 1, 2021

APPLE INC.

FINAL PRICING TERM SHEET

0.700% Notes due 2026 (“2026 Notes”)

 

Issuer:    Apple Inc.
Principal Amount:    $2,500,000,000
Maturity:    February 8, 2026
Coupon:    0.700%
Price to Public:    99.775%
Interest Payment Dates:    February 8 and August 8, commencing August 8, 2021
Day Count Convention:    30/360
Benchmark Treasury:    0.375% due January 31, 2026
Benchmark Treasury Yield:    0.426%
Spread to Benchmark Treasury:    32 basis points
Yield:    0.746%
Redemption:   

Prior to January 8, 2026, Apple Inc. may at its option redeem the 2026 Notes, at any time in whole or from time to time in part, at a redemption price, calculated by Apple Inc., equal to the greater of (i) 100% of the principal amount of the 2026 Notes being redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2026 Notes being redeemed (assuming that such notes matured on January 8, 2026), 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 the 2026 Notes) plus 5 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption.

 

On or after January 8, 2026, Apple Inc. may at its option redeem the 2026 Notes, at any time in whole or from time to time in part, prior to their maturity, at a redemption price equal to 100% of the principal amount of the 2026 Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Trade Date:    February 1, 2021
Settlement Date:    February 8, 2021 (T+5)
Denominations:    $2,000 and any integral multiple of $1,000 in excess thereof
Ratings:*   

Aa1 (stable) by Moody’s Investors Service, Inc.

AA+ (stable) by Standard & Poor’s Ratings Services


Net Proceeds:    Aggregate net proceeds from sale of all notes offered pursuant to this Pricing Term Sheet will be approximately $13.9 billion after deducting underwriting discounts and Apple’s offering expenses.
CUSIP/ISIN:    037833 EB2 / US037833EB24
Underwriters:   
Joint Book-Running Managers:   

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Barclays Capital Inc.

BofA Securities, Inc.

Co-Managers:   

Academy Securities, Inc.

Blaylock Van, LLC

Drexel Hamilton, LLC

R. Seelaus & Co., LLC

Samuel A. Ramirez & Company, Inc.

Siebert Williams Shank & Co., LLC


1.200% Notes due 2028 (“2028 Notes”)

 

Issuer:    Apple Inc.
Principal Amount:    $2,500,000,000
Maturity:    February 8, 2028
Coupon:    1.200%
Price to Public:    99.759%
Interest Payment Dates:    February 8 and August 8, commencing August 8, 2021
Day Count Convention:    30/360
Benchmark Treasury:    0.750% due January 31, 2028
Benchmark Treasury Yield:    0.766%
Spread to Benchmark Treasury:    47 basis points
Yield:    1.236%
Redemption:   

Prior to December 8, 2027, Apple Inc. may at its option redeem the 2028 Notes, at any time in whole or from time to time in part, at a redemption price, calculated by Apple Inc., equal to the greater of (i) 100% of the principal amount of the 2028 Notes being redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2028 Notes being redeemed (assuming that such notes matured on December 8, 2027), 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 the 2028 Notes) plus 7.5 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption.

 

On or after December 8, 2027, Apple Inc. may at its option redeem the 2028 Notes, at any time in whole or from time to time in part, prior to their maturity, at a redemption price equal to 100% of the principal amount of the 2028 Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Trade Date:    February 1, 2021
Settlement Date:    February 8, 2021 (T+5)
Denominations:    $2,000 and any integral multiple of $1,000 in excess thereof
Ratings:*   

Aa1 (stable) by Moody’s Investors Service, Inc.

AA+ (stable) by Standard & Poor’s Ratings Services

Net Proceeds:    Aggregate net proceeds from sale of all notes offered pursuant to this Pricing Term Sheet will be approximately $13.9 billion after deducting underwriting discounts and Apple’s offering expenses.
CUSIP/ISIN:    037833 EC0 / US037833EC07


Underwriters:   
Joint Book-Running Managers:   

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Barclays Capital Inc.

BofA Securities, Inc.

Co-Managers:   

Academy Securities, Inc.

Blaylock Van, LLC

Drexel Hamilton, LLC

R. Seelaus & Co., LLC

Samuel A. Ramirez & Company, Inc.

Siebert Williams Shank & Co., LLC


1.650% Notes due 2031 (“2031 Notes”)

 

Issuer:    Apple Inc.
Principal Amount:    $2,750,000,000
Maturity:    February 8, 2031
Coupon:    1.650%
Price to Public:    99.972%
Interest Payment Dates:    February 8 and August 8, commencing August 8, 2021
Day Count Convention:    30/360
Benchmark Treasury:    0.875% due November 15, 2030
Benchmark Treasury Yield:    1.083%
Spread to Benchmark Treasury:    57 basis points
Yield:    1.653%
Redemption:   

Prior to November 8, 2030, Apple Inc. may at its option redeem the 2031 Notes, at any time in whole or from time to time in part, at a redemption price, calculated by Apple Inc., equal to the greater of (i) 100% of the principal amount of the 2031 Notes being redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2031 Notes being redeemed (assuming that such notes matured on November 8, 2030), 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 the 2031 Notes) plus 10 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption.

 

On or after November 8, 2030, Apple Inc. may at its option redeem the 2031 Notes, at any time in whole or from time to time in part, prior to their maturity, at a redemption price equal to 100% of the principal amount of the 2031 Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Trade Date:    February 1, 2021
Settlement Date:    February 8, 2021 (T+5)
Denominations:    $2,000 and any integral multiple of $1,000 in excess thereof
Ratings:*   

Aa1 (stable) by Moody’s Investors Service, Inc.

 

AA+ (stable) by Standard & Poor’s Ratings Services

Net Proceeds:    Aggregate net proceeds from sale of all notes offered pursuant to this Pricing Term Sheet will be approximately $13.9 billion after deducting underwriting discounts and Apple’s offering expenses.
CUSIP/ISIN:    037833 ED8 / US037833ED89


Underwriters:   
Joint Book-Running Managers:   

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Barclays Capital Inc.

BofA Securities, Inc.

Co-Managers:   

Academy Securities, Inc.

Blaylock Van, LLC

Drexel Hamilton, LLC

R. Seelaus & Co., LLC

Samuel A. Ramirez & Company, Inc.

Siebert Williams Shank & Co., LLC


2.375% Notes due 2041 (“2041 Notes”)

 

Issuer:    Apple Inc.
Principal Amount:    $1,500,000,000
Maturity:    February 8, 2041
Coupon:    2.375%
Price to Public:    99.842%
Interest Payment Dates:    February 8 and August 8, commencing August 8, 2021
Day Count Convention:    30/360
Benchmark Treasury:    1.375% due November 15, 2040
Benchmark Treasury Yield:    1.665%
Spread to Benchmark Treasury:    72 basis points
Yield:    2.385%
Redemption:   

Prior to August 8, 2040, Apple Inc. may at its option redeem the 2041 Notes, at any time in whole or from time to time in part, at a redemption price, calculated by Apple Inc., equal to the greater of (i) 100% of the principal amount of the 2041 Notes being redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2041 Notes being redeemed (assuming that such notes matured on August 8, 2040), 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 the 2041 Notes) plus 12.5 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption.

 

On or after August 8, 2040, Apple Inc. may at its option redeem the 2041 Notes, at any time in whole or from time to time in part, prior to their maturity, at a redemption price equal to 100% of the principal amount of the 2041 Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Trade Date:    February 1, 2021
Settlement Date:    February 8, 2021 (T+5)
Denominations:    $2,000 and any integral multiple of $1,000 in excess thereof
Ratings:*   

Aa1 (stable) by Moody’s Investors Service, Inc.

 

AA+ (stable) by Standard & Poor’s Ratings Services


Net Proceeds:    Aggregate net proceeds from sale of all notes offered pursuant to this Pricing Term Sheet will be approximately $13.9 billion after deducting underwriting discounts and Apple’s offering expenses.
CUSIP/ISIN:    037833 EE6 / US037833EE62
Underwriters:   
Joint Book-Running Managers:   

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Barclays Capital Inc.

BofA Securities, Inc.

Co-Managers:   

Academy Securities, Inc.

Blaylock Van, LLC

Drexel Hamilton, LLC

R. Seelaus & Co., LLC

Samuel A. Ramirez & Company, Inc.

Siebert Williams Shank & Co., LLC


2.650% Notes due 2051 (“2051 Notes”)

 

Issuer:    Apple Inc.
Principal Amount:    $3,000,000,000
Maturity:    February 8, 2051
Coupon:    2.650%
Price to Public:    99.343%
Interest Payment Dates:    February 8 and August 8, commencing August 8, 2021
Day Count Convention:    30/360
Benchmark Treasury:    1.375% due August 15, 2050
Benchmark Treasury Yield:    1.862%
Spread to Benchmark Treasury:    82 basis points
Yield:    2.682%
Redemption:   

Prior to August 8, 2050, Apple Inc. may at its option redeem the 2051 Notes, at any time in whole or from time to time in part, at a redemption price, calculated by Apple Inc., equal to the greater of (i) 100% of the principal amount of the 2051 Notes being redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2051 Notes being redeemed (assuming that such notes matured on August 8, 2050), 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 the 2051 Notes) plus 15 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption.

 

On or after August 8, 2050, Apple Inc. may at its option redeem the 2051 Notes, at any time in whole or from time to time in part, prior to their maturity, at a redemption price equal to 100% of the principal amount of the 2051 Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Trade Date:    February 1, 2021
Settlement Date:    February 8, 2021 (T+5)
Denominations:    $2,000 and any integral multiple of $1,000 in excess thereof
Ratings:*   

Aa1 (stable) by Moody’s Investors Service, Inc.

 

AA+ (stable) by Standard & Poor’s Ratings Services


Net Proceeds:    Aggregate net proceeds from sale of all notes offered pursuant to this Pricing Term Sheet will be approximately $13.9 billion after deducting underwriting discounts and Apple’s offering expenses.
CUSIP/ISIN:    037833 EF3 / US037833EF38
Underwriters:   
Joint Book-Running Managers:   

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Barclays Capital Inc.

BofA Securities, Inc.

Co-Managers:   

Academy Securities, Inc.

Blaylock Van, LLC

Drexel Hamilton, LLC

R. Seelaus & Co., LLC

Samuel A. Ramirez & Company, Inc.

Siebert Williams Shank & Co., LLC


2.800% Notes due 2061 (“2061 Notes”)

 

Issuer:    Apple Inc.
Principal Amount:    $1,750,000,000
Maturity:    February 8, 2061
Coupon:    2.800%
Price to Public:    99.713%
Interest Payment Dates:    February 8 and August 8, commencing August 8, 2021
Day Count Convention:    30/360
Benchmark Treasury:    1.375% due August 15, 2050
Benchmark Treasury Yield:    1.862%
Spread to Benchmark Treasury:    95 basis points
Yield:    2.812%
Redemption:   

Prior to August 8, 2060, Apple Inc. may at its option redeem the 2061 Notes, at any time in whole or from time to time in part, at a redemption price, calculated by Apple Inc., equal to the greater of (i) 100% of the principal amount of the 2061 Notes being redeemed; or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the 2061 Notes being redeemed (assuming that such notes matured on August 8, 2060), 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 the 2061 Notes) plus 15 basis points, plus, in each case, accrued and unpaid interest thereon to, but excluding, the date of redemption.

 

On or after August 8, 2060, Apple Inc. may at its option redeem the 2061 Notes, at any time in whole or from time to time in part, prior to their maturity, at a redemption price equal to 100% of the principal amount of the 2061 Notes being redeemed, plus accrued and unpaid interest thereon to, but excluding, the date of redemption.

Trade Date:    February 1, 2021
Settlement Date:    February 8, 2021 (T+5)
Denominations:    $2,000 and any integral multiple of $1,000 in excess thereof
Ratings:*   

Aa1 (stable) by Moody’s Investors Service, Inc.

AA+ (stable) by Standard & Poor’s Ratings Services


Net Proceeds:    Aggregate net proceeds from sale of all notes offered pursuant to this Pricing Term Sheet will be approximately $13.9 billion after deducting underwriting discounts and Apple’s offering expenses.
CUSIP/ISIN:    037833 EG1 / US037833EG11
Underwriters:   
Joint Book-Running Managers:   

Goldman Sachs & Co. LLC

J.P. Morgan Securities LLC

Morgan Stanley & Co. LLC

Barclays Capital Inc.

BofA Securities, Inc.

Co-Managers:   

Academy Securities, Inc.

Blaylock Van, LLC

Drexel Hamilton, LLC

R. Seelaus & Co., LLC

Samuel A. Ramirez & Company, Inc.

Siebert Williams Shank & Co., LLC

* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

Under Rule 15c6-1 of the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes prior to the second business day before the settlement date will be required, by virtue of the fact that the notes initially will settle in T+5, to specify alternative settlement arrangements to prevent a failed settlement.

The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the Securities and Exchange Commission (“SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus and prospectus supplement if you request it by calling Goldman Sachs & Co. LLC toll free at 1-866-471-2526, J.P. Morgan Securities LLC at 212-834-4533, or Morgan Stanley & Co. LLC toll-free at 1-866-718-1649, or by contacting Apple Inc.’s Investor Relations at investor_relations@apple.com.

Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system.