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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/08/22 Apple Inc. 8-K:8,9 8/01/22 14:705K Donnelley … Solutions/FA
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 48K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 127K 3: EX-4.1 Instrument Defining the Rights of Security Holders HTML 198K 4: EX-5.1 Opinion of Counsel re: Legality HTML 19K 9: R1 Document and Entity Information HTML 75K 12: XML IDEA XML File -- Filing Summary XML 13K 10: XML XBRL Instance -- d297151d8k_htm XML 41K 11: EXCEL IDEA Workbook of Financial Reports XLSX 9K 6: EX-101.DEF XBRL Definitions -- aapl-20220801_def XML 52K 7: EX-101.LAB XBRL Labels -- aapl-20220801_lab XML 86K 8: EX-101.PRE XBRL Presentations -- aapl-20220801_pre XML 53K 5: EX-101.SCH XBRL Schema -- aapl-20220801 XSD 19K 13: JSON XBRL Instance as JSON Data -- MetaLinks 17± 25K 14: ZIP XBRL Zipped Folder -- 0001193125-22-214914-xbrl Zip 105K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM i 8-K
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
i Apple Inc.
(Exact name of Registrant as specified in its charter)
|i California||i 001-36743||i 94-2404110|
(State or other jurisdiction
i One Apple Park Way
i Cupertino, i California i 95014
(Address of principal executive offices) (Zip Code)
( i 408) i 996-1010
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange
on which registered
|i Common Stock, $0.00001 par value per share||i AAPL||i The Nasdaq Stock Market LLC|
|i 1.000% Notes due 2022||i —||i The Nasdaq Stock Market LLC|
|i 1.375% Notes due 2024||i —||i The Nasdaq Stock Market LLC|
|i 0.000% Notes due 2025||i —||i The Nasdaq Stock Market LLC|
|i 0.875% Notes due 2025||i —||i The Nasdaq Stock Market LLC|
|i 1.625% Notes due 2026||i —||i The Nasdaq Stock Market LLC|
|i 2.000% Notes due 2027||i —||i The Nasdaq Stock Market LLC|
|i 1.375% Notes due 2029||i —||i The Nasdaq Stock Market LLC|
|i 3.050% Notes due 2029||i —||i The Nasdaq Stock Market LLC|
|i 0.500% Notes due 2031||i —||i The Nasdaq Stock Market LLC|
|i 3.600% Notes due 2042||i —||i The Nasdaq Stock Market LLC|
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 8.01|| |
On August 8, 2022, Apple Inc. (“Apple”) consummated the issuance and sale of $1,000,000,000 aggregate principal amount of its 3.250% Notes due 2029 (the “2029 Notes”), $1,500,000,000 aggregate principal amount of its 3.350% Notes due 2032 (the “2032 Notes”), $1,750,000,000 aggregate principal amount of its 3.950% Notes due 2052 (the “2052 Notes”) and $1,250,000,000 aggregate principal amount of its 4.100% Notes due 2062 (the “2062 Notes” and, together with the 2029 Notes, the 2032 Notes and the 2052 Notes, the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”) dated August 1, 2022 among Apple and Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
The Notes are being issued pursuant to an indenture, dated as of October 28, 2021 (the “Indenture”), between Apple and The Bank of New York Mellon Trust Company, N.A., as trustee, together with the officer’s certificate, dated August 8, 2022 (the “Officer’s Certificate”), issued pursuant to the Indenture establishing the terms of each series of Notes.
The Notes are being issued pursuant to Apple’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission and dated October 28, 2021 (Reg. No. 333-260578) (the “Registration Statement”).
Interest on the Notes will be paid semi-annually in arrears on August 8 and February 8 of each year, beginning on February 8, 2023.
The Notes will be Apple’s senior unsecured obligations and will rank equally with Apple’s other unsecured and unsubordinated debt from time to time outstanding.
The foregoing description of the Notes and related agreements is qualified in its entirety by the terms of the Underwriting Agreement, the Indenture and the Officer’s Certificate (including the forms of the Notes). Apple is furnishing the Underwriting Agreement and the Officer’s Certificate (including the forms of the Notes) attached hereto as Exhibits 1.1 and 4.1 through 4.5, respectively, and they are incorporated herein by reference. The Indenture is filed as Exhibit 4.1 to the Registration Statement. An opinion regarding the legality of the Notes is filed as Exhibit 5.1, and is incorporated by reference into the Registration Statement; and a consent relating to the incorporation of such opinion is incorporated by reference into the Registration Statement and is filed as Exhibit 23.1 by reference to its inclusion within Exhibit 5.1.
|Item 9.01|| |
Financial Statements and Exhibits.
|1.1||Underwriting Agreement, dated August 1, 2022, among Apple Inc. and Goldman Sachs & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.|
|4.1||Officer’s Certificate of Apple Inc., dated August 8, 2022.|
|4.2||Form of Global Note representing the 2029 Notes (included in Exhibit 4.1).|
|4.3||Form of Global Note representing the 2032 Notes (included in Exhibit 4.1).|
|4.4||Form of Global Note representing the 2052 Notes (included in Exhibit 4.1).|
|4.5||Form of Global Note representing the 2062 Notes (included in Exhibit 4.1).|
|5.1||Opinion of Latham & Watkins LLP.|
|23.1||Consent of Latham & Watkins LLP (included in the opinion filed as Exhibit 5.1).|
|104||Inline XBRL for the cover page of this Current Report on Form 8-K.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 8, 2022
/s/ Luca Maestri
|Senior Vice President, Chief Financial Officer|
|This ‘8-K’ Filing||Date||Other Filings|
|For Period end:||8/1/22||424B2, FWP|
|10/28/21||10-K, 8-K, IRANNOTICE|
|List all Filings|