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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Apple    AAPL

APPLE

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Apple : Filing 8-K

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09/11/2019 | 06:27pm EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

September 4, 2019

Date of Report (Date of earliest event reported)

Apple Inc.

(Exact name of Registrant as specified in its charter)

California

001-36743

94-2404110

(State or other jurisdiction

(Commission

(I.R.S. Employer

of incorporation)

File Number)

Identification No.)

One Apple Park Way

Cupertino, California 95014

(Address of principal executive offices) (Zip Code)

(408) 996-1010

(Registrant's telephone number, including area code)

Not applicable

(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-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  • Pre-commencementcommunications 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

Trading

Name of each exchange

symbol(s)

on which registered

Common Stock, $0.00001 par value per share

AAPL

The Nasdaq Stock Market LLC

1.000% Notes due 2022

-

The Nasdaq Stock Market LLC

1.375% Notes due 2024

-

The Nasdaq Stock Market LLC

0.875% Notes due 2025

-

The Nasdaq Stock Market LLC

1.625% Notes due 2026

-

The Nasdaq Stock Market LLC

2.000% Notes due 2027

-

The Nasdaq Stock Market LLC

1.375% Notes due 2029

-

The Nasdaq Stock Market LLC

3.050% Notes due 2029

-

The Nasdaq Stock Market LLC

3.600% Notes due 2042

-

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

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

Other Events.

On September 11, 2019, Apple Inc. ("Apple") consummated the issuance and sale of $1,000,000,000 aggregate principal amount of its 1.700% Notes due 2022 (the "2022 Notes"), $750,000,000 aggregate principal amount of its 1.800% Notes due 2024 (the "2024 Notes"), $2,000,000,000 aggregate principal amount of its 2.050% Notes due 2026 (the "2026 Notes"), $1,750,000,000 aggregate principal amount of its 2.200% Notes due 2029 (the "2029 Notes") and $1,500,000,000 aggregate principal amount of its 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"), pursuant to an underwriting agreement (the "Underwriting Agreement") dated September 4, 2019 among Apple and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein.

The Notes are being issued pursuant to an indenture, dated as of November 5, 2018 (the "Indenture"), between Apple and The Bank of New York Mellon Trust Company, N.A., as trustee, together with the officer's certificate, dated September 11, 2019 (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 on November 5, 2018 (Reg. No. 333-228159) (the "Registration Statement").

Interest on the Notes will be paid 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. The 2049 Notes will mature on September 11, 2049.

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 4.6, 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.

(d) Exhibits.

Exhibit

Exhibit Description

Number

1.1 Underwriting Agreement, dated September 4, 2019, among Apple Inc. and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Deutsche Bank Securities Inc., as representatives of the several underwriters named therein

  1. Officer's Certificate of Apple Inc., dated September 11, 2019
  2. Form of Global Note representing the 2022 Notes (included in Exhibit 4.1)
  3. Form of Global Note representing the 2024 Notes (included in Exhibit 4.1)
  4. Form of Global Note representing the 2026 Notes (included in Exhibit 4.1)
  5. Form of Global Note representing the 2029 Notes (included in Exhibit 4.1)
  6. Form of Global Note representing the 2049 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

SIGNATURE

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: September 11, 2019

Apple Inc.

By: /s/ Luca Maestri

Luca Maestri

Senior Vice President,

Chief Financial Officer

Exhibit 1.1

Execution Version

Apple Inc.

$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

Underwriting Agreement

September 4, 2019

Goldman Sachs & Co. LLC

BofA Securities, Inc.

Deutsche Bank Securities Inc.

As representatives of the several Underwriters named in Schedule I hereto,

c/o Goldman Sachs & Co. LLC 200 West Street

New York, New York 10282-2198

c/o BofA Securities, Inc. One Bryant Park

New York, New York 10036

and

c/o Deutsche Bank Securities Inc. 60 Wall Street

New York, New York 10005

Ladies and Gentlemen:

Apple Inc., a California corporation (the "Company"), proposes, subject to the terms and conditions stated in this agreement (this "Agreement"), to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") $1,000,000,000 aggregate principal amount of the Company's 1.700% notes due 2022 (the "2022 Notes"), $750,000,000 aggregate principal amount of the Company's 1.800% Notes due 2024 (the "2024 Notes"), $2,000,000,000 aggregate principal amount of the Company's 2.050% Notes due 2026 (the "2026 Notes"), $1,750,000,000 aggregate principal amount of the Company's 2.200% Notes due 2029 (the "2029 Notes") and $1,500,000,000 aggregate principal amount of the Company's 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 "Securities").

  1. 1. The Company represents and warrants to, and agrees with, each of the Underwriters that:

  2. An "automatic shelf registration statement" as defined under Rule 405 under the Securities Act of 1933, as amended (the "Act") on Form S-3 (File No. 333-228159) in respect of the Securities has been filed with the Securities and Exchange Commission (the "Commission") not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or, to the knowledge of the Company, threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company (the base prospectus filed as part of such registration statement, in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the "Base Prospectus"; any preliminary prospectus (including any preliminary prospectus supplement) relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act is hereinafter called a "Preliminary Prospectus"; the various parts of such registration statement, including all exhibits thereto but excluding Form T-1 and including any prospectus supplement relating to the Securities that is filed with the Commission and deemed by virtue of Rule 430B to be part of such registration statement, each as amended at the time such part of the registration statement became effective, are hereinafter collectively called the "Registration Statement"; the Base Prospectus, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(c) hereof), is hereinafter called the "Pricing Prospectus"; the form of the final prospectus relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the "Prospectus"; any reference herein to the Base Prospectus, the Pricing Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Act, as of the date of such prospectus; any reference to any amendment or supplement to the Base Prospectus, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any post-effective amendment to the Registration Statement, any prospectus supplement relating to the Securities filed with the Commission pursuant to Rule 424(b) under the Act and any documents filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and incorporated therein, in each case after the date of the Base Prospectus, such Preliminary Prospectus, or the Prospectus, as the case may be; any reference to any amendment to the Registration Statement shall be deemed to refer to and include any annual report of the Company filed pursuant to Section 13(a) or 15(d) of the Exchange Act after the effective date of the Registration Statement that is incorporated by reference in the Registration Statement; and any "issuer free writing prospectus" as defined in Rule 433 under the Act relating to the Securities is hereinafter called an "Issuer Free Writing Prospectus");

2

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Apple Inc. published this content on 11 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 September 2019 22:26:04 UTC

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Sales 2019 259 B
EBIT 2019 63 307 M
Net income 2019 54 122 M
Finance 2019 102 B
Yield 2019 1,35%
P/E ratio 2019 19,1x
P/E ratio 2020 17,5x
EV / Sales2019 3,50x
EV / Sales2020 3,40x
Capitalization 1 007 B
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Technical analysis trends APPLE
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Income Statement Evolution
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Mean consensus OUTPERFORM
Number of Analysts 45
Average target price 221,98  $
Last Close Price 222,77  $
Spread / Highest target 21,2%
Spread / Average Target -0,36%
Spread / Lowest Target -32,7%
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Managers
NameTitle
Timothy Donald Cook Chief Executive Officer & Director
Arthur D. Levinson Chairman
Jeffrey E. Williams Chief Operating Officer
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