Upload All.txt

All.txt

@@ -0,0 +1,838 @@
+# UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
+
+FORM 10-Q
+
+(Mark One)
+
+- ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 29, 2024
+- ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to .
+
+Commission File Number: 001-36743
+
+6614
+
+Apple Inc. (Exact name of Registrant as specified in its charter)
+
+California 94-2404110 (State or other jurisdiction of incorporation or organization)
+
+One Apple Park Way Cupertino, California 95014 (Address of principal executive offices) (Zip Code)
+
+(408) 996-1010 (Registrant’s telephone number, including area code)
+
+Securities registered pursuant to Section 12(b) of the Act:
+
+|Title of each class|Trading symbol(s)|Name of each exchange on which registered|
+|---|---|---|
+|Common Stock, $0.00001 par value per share|AAPL|The Nasdaq Stock Market LLC|
+|0.000% Notes due 2025|—|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|
+|0.500% Notes due 2031|—|The Nasdaq Stock Market LLC|
+|3.600% Notes due 2042|—|The Nasdaq Stock Market LLC|
+
+Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
+
+Yes ☒ No ☐
+
+Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
+
+Yes ☒ No ☐
+
+Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
+---
+|Large accelerated filer|☒|Accelerated filer|☐|
+|---|---|---|---|
+|Non-accelerated filer|☐|Smaller reporting company|☐|
+| | |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. ☐
+
+Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
+
+Yes ☐ No ☒
+
+15,204,137,000 shares of common stock were issued and outstanding as of July 19, 2024.
+---
+# Apple Inc.
+
+# Form 10-Q
+
+For the Fiscal Quarter Ended June 29, 2024
+
+|Table of Contents|Page|
+|---|---|
+|Part I| |
+|Item 1. Financial Statements|1|
+|Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations|13|
+|Item 3. Quantitative and Qualitative Disclosures About Market Risk|18|
+|Item 4. Controls and Procedures|18|
+|Part II| |
+|Item 1. Legal Proceedings|19|
+|Item 1A. Risk Factors|19|
+|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds|20|
+|Item 3. Defaults Upon Senior Securities|20|
+|Item 4. Mine Safety Disclosures|20|
+|Item 5. Other Information|20|
+|Item 6. Exhibits|21|
+---
+# PART I — FINANCIAL INFORMATION
+
+# Item 1. Financial Statements
+
+| | |Three Months Ended| |Nine Months Ended| |
+|---|---|---|---|---|---|
+| |June 29, 2024|July 1, 2023|June 29, 2024|July 1, 2023| |
+|Net sales:| | | | | |
+|Products|$61,564|$60,584|$224,908|$230,901| |
+|Services|$24,213|$21,213|$71,197|$62,886| |
+|Total net sales|$85,777|$81,797|$296,105|$293,787| |
+|Cost of sales:| | | | | |
+|Products|$39,803|$39,136|$140,667|$146,696| |
+|Services|$6,296|$6,248|$18,634|$18,370| |
+|Total cost of sales|$46,099|$45,384|$159,301|$165,066| |
+|Gross margin|$39,678|$36,413|$136,804|$128,721| |
+|Operating expenses:| | | | | |
+|Research and development|$8,006|$7,442|$23,605|$22,608| |
+|Selling, general and administrative|$6,320|$5,973|$19,574|$18,781| |
+|Total operating expenses|$14,326|$13,415|$43,179|$41,389| |
+|Operating income|$25,352|$22,998|$93,625|$87,332| |
+|Other income/(expense), net|$142|($265)|$250|($594)| |
+|Income before provision for income taxes|$25,494|$22,733|$93,875|$86,738| |
+|Provision for income taxes|$4,046|$2,852|$14,875|$12,699| |
+|Net income|$21,448|$19,881|$79,000|$74,039| |
+|Earnings per share:| | | | | |
+|Basic|$1.40|$1.27|$5.13|$4.69| |
+|Diluted|$1.40|$1.26|$5.11|$4.67| |
+|Shares used in computing earnings per share:| | | | | |
+|Basic|15,287,521| |15,697,614|15,401,047|15,792,497|
+|Diluted|15,348,175| |15,775,021|15,463,175|15,859,263|
+
+See accompanying Notes to Condensed Consolidated Financial Statements.
+
+Apple Inc. | Q3 2024 Form 10-Q | 1
+---
+# Apple Inc.
+
+**CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (In millions)**
+| |Three Months Ended June 29, 2024|Three Months Ended July 1, 2023|Nine Months Ended June 29, 2024|Nine Months Ended July 1, 2023|
+|---|---|---|---|---|
+|Net income|$21,448|$19,881|$79,000|$74,039|
+|Other comprehensive income/(loss):| | | | |
+|Change in foreign currency translation, net of tax|(73)|(385)|(87)|(494)|
+|Change in unrealized gains/losses on derivative instruments, net of tax:| | | | |
+|Change in fair value of derivative instruments|406|509|331|(492)|
+|Adjustment for net (gains)/losses realized and included in net income|(87)|103|(678)|(1,854)|
+|Total change in unrealized gains/losses on derivative instruments|319|612|(347)|(2,346)|
+|Change in unrealized gains/losses on marketable debt securities, net of tax:| | | | |
+|Change in fair value of marketable debt securities|268|(340)|3,306|1,963|
+|Adjustment for net (gains)/losses realized and included in net income|30|58|164|185|
+|Total change in unrealized gains/losses on marketable debt securities|298|(282)|3,470|2,148|
+|Total other comprehensive income/(loss)|544|(55)|3,036|(692)|
+|Total comprehensive income|$21,992|$19,826|$82,036|$73,347|
+
+See accompanying Notes to Condensed Consolidated Financial Statements.
+
+Apple Inc. | Q3 2024 Form 10-Q | 2
+---
+# Apple Inc.
+
+**CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)**
+| |June 29, 2024|September 30, 2023|
+|---|---|---|
+|ASSETS:| | |
+|Current assets:| | |
+|Cash and cash equivalents|$25,565|$29,965|
+|Marketable securities|$36,236|$31,590|
+|Accounts receivable, net|$22,795|$29,508|
+|Vendor non-trade receivables|$20,377|$31,477|
+|Inventories|$6,165|$6,331|
+|Other current assets|$14,297|$14,695|
+|Total current assets|$125,435|$143,566|
+|Non-current assets:| | |
+|Marketable securities|$91,240|$100,544|
+|Property, plant and equipment, net|$44,502|$43,715|
+|Other non-current assets|$70,435|$64,758|
+|Total non-current assets|$206,177|$209,017|
+|Total assets|$331,612|$352,583|
+
+**LIABILITIES AND SHAREHOLDERS’ EQUITY:**
+| |June 29, 2024|September 30, 2023|
+|---|---|---|
+|Current liabilities:| | |
+|Accounts payable|$47,574|$62,611|
+|Other current liabilities|$60,889|$58,829|
+|Deferred revenue|$8,053|$8,061|
+|Commercial paper|$2,994|$5,985|
+|Term debt|$12,114|$9,822|
+|Total current liabilities|$131,624|$145,308|
+|Non-current liabilities:| | |
+|Term debt|$86,196|$95,281|
+|Other non-current liabilities|$47,084|$49,848|
+|Total non-current liabilities|$133,280|$145,129|
+|Total liabilities|$264,904|$290,437|
+
+Commitments and contingencies
+
+**Shareholders’ equity:**
+| |June 29, 2024|September 30, 2023|
+|---|---|---|
+|Common stock and additional paid-in capital, $0.00001 par value: 50,400,000 shares authorized; 15,222,259 and 15,550,061 shares issued and outstanding, respectively|$79,850|$73,812|
+|Accumulated deficit|($4,726)|($214)|
+|Accumulated other comprehensive loss|($8,416)|($11,452)|
+|Total shareholders’ equity|$66,708|$62,146|
+|Total liabilities and shareholders’ equity|$331,612|$352,583|
+
+See accompanying Notes to Condensed Consolidated Financial Statements.
+
+Apple Inc. | Q3 2024 Form 10-Q | 3
+---
+# Apple Inc.
+
+| |Three Months Ended| |Nine Months Ended| |
+|---|---|---|---|---|
+| |June 29, 2024|July 1, 2023|June 29, 2024|July 1, 2023|
+|Total shareholders’ equity, beginning balances|$74,194|$62,158|$62,146|$50,672|
+|Common stock and additional paid-in capital:| | | | |
+|Beginning balances|78,815|69,568|73,812|64,849|
+|Common stock issued|-|-|752|690|
+|Common stock withheld related to net share settlement of equity awards|(1,920)|(1,595)|(3,802)|(3,310)|
+|Share-based compensation|2,955|2,694|9,088|8,438|
+|Ending balances|79,850|70,667|79,850|70,667|
+|Retained earnings/(Accumulated deficit):| | | | |
+|Beginning balances|4,339|4,336|(214)|(3,068)|
+|Net income|21,448|19,881|79,000|74,039|
+|Dividends and dividend equivalents declared|(3,864)|(3,811)|(11,384)|(11,207)|
+|Common stock withheld related to net share settlement of equity awards|(428)|(858)|(1,517)|(1,988)|
+|Common stock repurchased|(26,221)|(18,140)|(70,611)|(56,368)|
+|Ending balances|(4,726)|1,408|(4,726)|1,408|
+|Accumulated other comprehensive income/(loss):| | | | |
+|Beginning balances|(8,960)|(11,746)|(11,452)|(11,109)|
+|Other comprehensive income/(loss)|544|(55)|3,036|(692)|
+|Ending balances|(8,416)|(11,801)|(8,416)|(11,801)|
+|Total shareholders’ equity, ending balances|$66,708|$60,274|$66,708|$60,274|
+|Dividends and dividend equivalents declared per share or RSU|$0.25|$0.24|$0.73|$0.70|
+
+See accompanying Notes to Condensed Consolidated Financial Statements.
+
+Apple Inc. | Q3 2024 Form 10-Q | 4
+---
+# Apple Inc.
+
+**CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (In millions)**
+| |Nine Months Ended| | |
+|---|---|---|---|
+| |June 29, 2024|July 1, 2023| |
+|Cash, cash equivalents and restricted cash, beginning balances|$30,737|$24,977| |
+
+# Operating activities:
+
+|Net income|$79,000|$74,039|
+|---|---|---|
+|Adjustments to reconcile net income to cash generated by operating activities:| | |
+|Depreciation and amortization|$8,534|$8,866|
+|Share-based compensation expense|$8,830|$8,208|
+|Other|($1,964)|($1,651)|
+|Changes in operating assets and liabilities:| | |
+|Accounts receivable, net|$6,697|$7,609|
+|Vendor non-trade receivables|$11,100|$13,111|
+|Inventories|$41|($2,570)|
+|Other current and non-current assets|($5,626)|($4,863)|
+|Accounts payable|($15,171)|($16,790)|
+|Other current and non-current liabilities|$2|$2,986|
+|Cash generated by operating activities|$91,443|$88,945|
+
+# Investing activities:
+
+|Purchases of marketable securities|($38,074)|($20,956)|
+|---|---|---|
+|Proceeds from maturities of marketable securities|$39,838|$27,857|
+|Proceeds from sales of marketable securities|$7,382|$3,959|
+|Payments for acquisition of property, plant and equipment|($6,539)|($8,796)|
+|Other|($1,117)|($753)|
+|Cash generated by investing activities|$1,490|$1,311|
+
+# Financing activities:
+
+|Payments for taxes related to net share settlement of equity awards|($5,163)|($5,119)|
+|---|---|---|
+|Payments for dividends and dividend equivalents|($11,430)|($11,267)|
+|Repurchases of common stock|($69,866)|($56,547)|
+|Proceeds from issuance of term debt, net|$—|$5,228|
+|Repayments of term debt|($7,400)|($11,151)|
+|Repayments of commercial paper, net|($2,985)|($5,971)|
+|Other|($191)|($508)|
+|Cash used in financing activities|($97,035)|($85,335)|
+
+Increase/(Decrease) in cash, cash equivalents and restricted cash: ($4,102) in 2024, $4,921 in 2023
+
+Cash, cash equivalents and restricted cash, ending balances: $26,635 in 2024, $29,898 in 2023
+
+Supplemental cash flow disclosure: Cash paid for income taxes, net: $19,230 in 2024, $7,020 in 2023
+
+See accompanying Notes to Condensed Consolidated Financial Statements.
+
+Apple Inc. | Q3 2024 Form 10-Q | 5
+---
+# Apple Inc.
+
+# Notes to Condensed Consolidated Financial Statements (Unaudited)
+
+# Note 1 – Summary of Significant Accounting Policies
+
+Basis of Presentation and Preparation
+
+The condensed consolidated financial statements include the accounts of Apple Inc. and its wholly owned subsidiaries (collectively “Apple” or the “Company”). In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles (“GAAP”) requires the use of management estimates. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the “2023 Form 10-K”).
+
+The Company’s fiscal year is the 52- or 53-week period that ends on the last Saturday of September. An additional week is included in the first fiscal quarter every five or six years to realign the Company’s fiscal quarters with calendar quarters, which occurred in the first fiscal quarter of 2023. The Company’s fiscal years 2024 and 2023 span 52 and 53 weeks, respectively. Unless otherwise stated, references to particular years, quarters, months and periods refer to the Company’s fiscal years ended in September and the associated quarters, months and periods of those fiscal years.
+
+# Note 2 – Revenue
+
+Net sales disaggregated by significant products and services for the three- and nine-month periods ended June 29, 2024 and July 1, 2023 were as follows (in millions):
+
+| | |Three Months Ended| |Nine Months Ended| |
+|---|---|---|---|---|---|
+| | |June 29, 2024|July 1, 2023|June 29, 2024|July 1, 2023|
+|iPhone®|$39,296|$39,669|$154,961|$156,778| |
+|Mac®|$7,009|$6,840|$22,240|$21,743| |
+|iPad|$7,162|$5,791|$19,744|$21,857| |
+|Wearables, Home and Accessories|$8,097|$8,284|$27,963|$30,523| |
+|Services|$24,213|$21,213|$71,197|$62,886| |
+|Total net sales|$85,777|$81,797|$296,105|$293,787| |
+
+Total net sales include $3.4 billion of revenue recognized in the three months ended June 29, 2024 that was included in deferred revenue as of March 30, 2024, $3.3 billion of revenue recognized in the three months ended July 1, 2023 that was included in deferred revenue as of April 1, 2023, $6.5 billion of revenue recognized in the nine months ended June 29, 2024 that was included in deferred revenue as of September 30, 2023, and $7.0 billion of revenue recognized in the nine months ended July 1, 2023 that was included in deferred revenue as of September 24, 2022.
+
+The Company’s proportion of net sales by disaggregated revenue source was generally consistent for each reportable segment in Note 11, “Segment Information and Geographic Data” for the three- and nine-month periods ended June 29, 2024 and July 1, 2023, except in Greater China, where iPhone revenue represented a moderately higher proportion of net sales.
+
+As of June 29, 2024 and September 30, 2023, the Company had total deferred revenue of $12.5 billion and $12.1 billion, respectively. As of June 29, 2024, the Company expects 64% of total deferred revenue to be realized in less than a year, 25% within one-to-two years, 9% within two-to-three years and 2% in greater than three years.
+
+Apple Inc. | Q3 2024 Form 10-Q | 6
+---
+# Note 3 – Earnings Per Share
+
+| | |Three Months Ended| | | |Nine Months Ended|
+|---|---|---|---|---|---|---|
+| | | |June 29, 2024|July 1, 2023|June 29, 2024|July 1, 2023|
+|Numerator:| | | | | | |
+|Net income|$21,448|$19,881|$79,000|$74,039| | |
+|Denominator:| | | | | | |
+|Weighted-average basic shares outstanding|15,287,521| |15,697,614|15,401,047| |15,792,497|
+|Effect of dilutive share-based awards| |60,654|77,407|62,128| |66,766|
+|Weighted-average diluted shares|15,348,175| |15,775,021|15,463,175| |15,859,263|
+|Basic earnings per share|$1.40|$1.27|$5.13|$4.69| | |
+|Diluted earnings per share|$1.40|$1.26|$5.11|$4.67| | |
+
+Approximately 32 million restricted stock units (“RSUs”) were excluded from the computation of diluted earnings per share for the nine months ended July 1, 2023 because their effect would have been antidilutive.
+
+# Note 4 – Financial Instruments
+
+# Cash, Cash Equivalents and Marketable Securities
+
+| | | | | |June 29, 2024| | | |
+|---|---|---|---|---|---|---|---|---|
+| |Cash and Cash Equivalents|Current Marketable Securities|Non-Current Marketable Securities| | | | | |
+|Cash|$22,866| | | | | | | |
+|Level 1:| | | | | | | | |
+|Money market funds|$1,648| | | | | | | |
+|Mutual funds|$493|$76|($7)| | | | | |
+|Level 2(1):| | | | | | | | |
+|U.S. Treasury securities|$16,298|$3|($855)| | | | | |
+|U.S. agency securities|$5,500| |($418)| | | | | |
+|Non-U.S. government securities|$17,560|$31|($680)| | | | | |
+|Certificates of deposit and time deposits|$1,337| | | | | | | |
+|Commercial paper|$1,346| | | | | | | |
+|Corporate debt securities|$68,194|$83|($3,350)| | | | | |
+|Municipal securities|$480| |($13)| | | | | |
+|Mortgage- and asset-backed securities|$24,508|$27|($2,086)| | | | | |
+|Total|$160,230|$220|($7,409)| | | | | |
+
+Apple Inc. | Q3 2024 Form 10-Q | 7
+---
+# Cash and Marketable Securities
+
+| |Adjusted Cost|Unrealized Gains|Unrealized Losses|Fair Value|Cash Equivalents|Current Marketable Securities|Non-Current Marketable Securities|
+|---|---|---|---|---|---|---|---|
+|Cash|$28,359|$—|$—|$28,359|$28,359|$—|$—|
+
+# Level 1:
+
+| |Money market funds| | | | | | |
+|---|---|---|---|---|---|---|---|
+| |481|—|—|481|481|—|—|
+|Mutual funds and equity securities|442|12|(26)|428|—|428|—|
+|Subtotal|923|12|(26)|909|481|428|—|
+
+# Level 2(1):
+
+| |U.S. Treasury securities| | | | | | |
+|---|---|---|---|---|---|---|---|
+| |19,406|—|(1,292)|18,114|35|5,468|12,611|
+|U.S. agency securities|5,736|—|(600)|5,136|36|271|4,829|
+|Non-U.S. government securities|17,533|6|(1,048)|16,491|—|11,332|5,159|
+|Certificates of deposit and time deposits|1,354|—|—|1,354|1,034|320|—|
+|Commercial paper|608|—|—|608|—|608|—|
+|Corporate debt securities|76,840|6|(5,956)|70,890|20|12,627|58,243|
+|Municipal securities|628|—|(26)|602|—|192|410|
+|Mortgage- and asset-backed securities|22,365|6|(2,735)|19,636|—|344|19,292|
+|Subtotal|144,470|18|(11,657)|132,831|1,125|31,162|100,544|
+
+Total:
+
+| | | | | | | | |
+|---|---|---|---|---|---|---|---|
+| |$173,752|$30|$(11,683)|$162,099|$29,965|$31,590|$100,544|
+
+(1) The valuation techniques used to measure the fair values of the Company’s Level 2 financial instruments, which generally have counterparties with high credit ratings, are based on quoted market prices or model-driven valuations using significant inputs derived from or corroborated by observable market data.
+
+(2) As of June 29, 2024 and September 30, 2023, total marketable securities included $14.1 billion and $13.8 billion, respectively, that were restricted from general use, related to the State Aid Decision (refer to Note 6, “Income Taxes”) and other agreements.
+
+# Fair Value of Non-Current Marketable Debt Securities
+
+|Due after 1 year through 5 years|$64,209|
+|---|---|
+|Due after 5 years through 10 years|$8,660|
+|Due after 10 years|$18,371|
+|Total fair value|$91,240|
+
+# Derivative Instruments and Hedging
+
+The Company may use derivative instruments to partially offset its business exposure to foreign exchange and interest rate risk. However, the Company may choose not to hedge certain exposures for a variety of reasons, including accounting considerations or the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign exchange or interest rates.
+
+Foreign Exchange Rate Risk
+
+To protect gross margins from fluctuations in foreign exchange rates, the Company may use forwards, options or other instruments, and may designate these instruments as cash flow hedges. The Company generally hedges portions of its forecasted foreign currency exposure associated with revenue and inventory purchases, typically for up to 12 months.
+
+To protect the Company’s foreign currency–denominated term debt or marketable securities from fluctuations in foreign exchange rates, the Company may use forwards, cross-currency swaps or other instruments. The Company designates these instruments as either cash flow or fair value hedges. As of June 29, 2024, the maximum length of time over which the Company is hedging its exposure to the variability in future cash flows for term debt–related foreign currency transactions is 18 years.
+
+The Company may also use derivative instruments that are not designated as accounting hedges to protect gross margins from certain fluctuations in foreign exchange rates, as well as to offset a portion of the foreign currency gains and losses generated by the remeasurement of certain assets and liabilities denominated in non-functional currencies.
+
+Apple Inc. | Q3 2024 Form 10-Q | 8
+---
+# Interest Rate Risk
+
+To protect the Company’s term debt or marketable securities from fluctuations in interest rates, the Company may use interest rate swaps, options or other instruments. The Company designates these instruments as either cash flow or fair value hedges.
+
+The notional amounts of the Company’s outstanding derivative instruments as of June 29, 2024 and September 30, 2023 were as follows (in millions):
+
+| |June 29, 2024|September 30, 2023|
+|---|---|---|
+|Derivative instruments designated as accounting hedges:| | |
+|Foreign exchange contracts|$65,542|$74,730|
+|Interest rate contracts|$13,875|$19,375|
+|Derivative instruments not designated as accounting hedges:| | |
+|Foreign exchange contracts|$97,136|$104,777|
+
+The carrying amounts of the Company’s hedged items in fair value hedges as of June 29, 2024 and September 30, 2023 were as follows (in millions):
+
+| |June 29, 2024|September 30, 2023|
+|---|---|---|
+|Hedged assets/(liabilities):| | |
+|Current and non-current marketable securities|$15,007|$14,433|
+|Current and non-current term debt|($13,096)|($18,247)|
+
+# Accounts Receivable
+
+Trade Receivables
+
+The Company’s third-party cellular network carriers accounted for 32% and 41% of total trade receivables as of June 29, 2024 and September 30, 2023, respectively. The Company requires third-party credit support or collateral from certain customers to limit credit risk.
+
+Vendor Non-Trade Receivables
+
+The Company has non-trade receivables from certain of its manufacturing vendors resulting from the sale of components to these vendors who manufacture subassemblies or assemble final products for the Company. The Company purchases these components directly from suppliers. The Company does not reflect the sale of these components in products net sales. Rather, the Company recognizes any gain on these sales as a reduction of products cost of sales when the related final products are sold by the Company. As of June 29, 2024, the Company had two vendors that individually represented 10% or more of total vendor non-trade receivables, which accounted for 46% and 18%. As of September 30, 2023, the Company had two vendors that individually represented 10% or more of total vendor non-trade receivables, which accounted for 48% and 23%.
+
+# Note 5 – Condensed Consolidated Financial Statement Details
+
+The following table shows the Company’s condensed consolidated financial statement details as of June 29, 2024 and September 30, 2023 (in millions):
+
+| |June 29, 2024|September 30, 2023|
+|---|---|---|
+|Property, Plant and Equipment, Net| | |
+|Gross property, plant and equipment|$117,129|$114,599|
+|Accumulated depreciation|($72,627)|($70,884)|
+|Total property, plant and equipment, net|$44,502|$43,715|
+---
+# Note 6 – Income Taxes
+
+European Commission State Aid Decision
+On August 30, 2016, the European Commission (the “Commission”) announced its decision that Ireland granted state aid to the Company by providing
+tax opinions in 1991 and 2007 concerning the tax allocation of profits of the Irish branches of two subsidiaries of the Company (the “State Aid
+Decision”). The State Aid Decision ordered Ireland to calculate and recover additional taxes from the Company for the period June 2003 through
+December 2014. Irish legislative changes, effective as of January 2015, eliminated the application of the tax opinions from that date forward. The
+Company and Ireland appealed the State Aid Decision to the General Court of the Court of Justice of the European Union (the “General Court”). On
+July 15, 2020, the General Court annulled the State Aid Decision. On September 25, 2020, the Commission appealed the General Court’s decision to
+the European Court of Justice (the “ECJ”) and a hearing was held on May 23, 2023. A decision from the ECJ is expected in the fourth quarter of 2024.
+The Company believes it would be eligible to claim a U.S. foreign tax credit for a portion of any incremental Irish corporate income taxes potentially
+due related to the State Aid Decision.
+
+# Note 7 – Debt
+
+Commercial Paper
+The Company issues unsecured short-term promissory notes pursuant to a commercial paper program. The Company uses net proceeds from the
+commercial paper program for general corporate purposes, including dividends and share repurchases. As of June 29, 2024 and September 30, 2023,
+the Company had $3.0 billion and $6.0 billion of commercial paper outstanding, respectively. The following table provides a summary of cash flows
+associated with the issuance and maturities of commercial paper for the nine months ended June 29, 2024 and July 1, 2023 (in millions):
+
+| |Nine Months Ended| | |
+|---|---|---|---|
+| |June 29, 2024|July 1, 2023| |
+|Maturities 90 days or less:|Repayments of commercial paper, net|$(2,985)|$(3,326)|
+|Maturities greater than 90 days:|Repayments of commercial paper| |$(2,645)|
+|Total repayments of commercial paper, net|$(2,985)|$(5,971)| |
+
+Term Debt
+As of June 29, 2024 and September 30, 2023, the Company had outstanding fixed-rate notes with varying maturities for an aggregate carrying amount
+of $98.3 billion and $105.1 billion, respectively (collectively the “Notes”). As of June 29, 2024 and September 30, 2023, the fair value of the Company’s
+Notes, based on Level 2 inputs, was $86.2 billion and $90.8 billion, respectively.
+
+# Note 8 – Shareholders’ Equity
+
+Share Repurchase Program
+During the nine months ended June 29, 2024, the Company repurchased 387 million shares of its common stock for $70.0 billion. The Company’s
+share repurchase programs do not obligate the Company to acquire a minimum amount of shares. Under the programs, shares may be repurchased in
+privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as
+amended (the “Exchange Act”).
+
+Apple Inc. | Q3 2024 Form 10-Q | 10
+---
+# Note 9 – Share-Based Compensation
+
+| |Number of RSUs (in thousands)|Weighted-Average Grant Date Fair Value Per RSU|Aggregate Fair Value (in millions)|
+|---|---|---|---|
+|Balance as of September 30, 2023|180,247|$135.91| |
+|RSUs granted|78,276|$172.26| |
+|RSUs vested|(83,842)|$126.47| |
+|RSUs canceled|(8,258)|$137.85| |
+|Balance as of June 29, 2024|166,423|$157.66|$35,052|
+
+The fair value as of the respective vesting dates of RSUs was $6.4 billion and $15.0 billion for the three- and nine-month periods ended June 29, 2024, respectively, and was $7.0 billion and $14.9 billion for the three- and nine-month periods ended July 1, 2023, respectively.
+
+Share-Based Compensation
+
+| |Three Months Ended June 29, 2024|Three Months Ended July 1, 2023|Nine Months Ended June 29, 2024|Nine Months Ended July 1, 2023|
+|---|---|---|---|---|
+|Share-based compensation expense|$2,869|$2,617|$8,830|$8,208|
+|Income tax benefit related to share-based compensation expense|$(764)|$(993)|$(2,662)|$(2,791)|
+
+As of June 29, 2024, the total unrecognized compensation cost related to outstanding RSUs was $21.9 billion, which the Company expects to recognize over a weighted-average period of 2.6 years.
+
+# Note 10 – Contingencies
+
+The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully resolved. The outcome of litigation is inherently uncertain. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss greater than a recorded accrual, concerning loss contingencies for asserted legal and other claims.
+
+Apple Inc. | Q3 2024 Form 10-Q | 11
+---
+# Note 11 – Segment Information and Geographic Data
+
+| | | |Three Months Ended| | | |Nine Months Ended| |
+|---|---|---|---|---|---|---|---|---|
+| | |June 29, 2024| |July 1, 2023|June 29, 2024|July 1, 2023| | |
+|Americas:| | | | | | | | |
+|Net sales|$37,678|$35,383|$125,381|$122,445| | | | |
+|Operating income|$15,209|$13,117|$50,640|$44,908| | | | |
+|Europe:| | | | | | | | |
+|Net sales|$21,884|$20,205|$76,404|$71,831| | | | |
+|Operating income|$9,170|$7,995|$31,872|$27,380| | | | |
+|Greater China:| | | | | | | | |
+|Net sales|$14,728|$15,758|$51,919|$57,475| | | | |
+|Operating income|$5,562|$6,207|$20,884|$24,175| | | | |
+|Japan:| | | | | | | | |
+|Net sales|$5,097|$4,821|$19,126|$18,752| | | | |
+|Operating income|$2,544|$2,443|$9,498|$9,073| | | | |
+|Rest of Asia Pacific:| | | | | | | | |
+|Net sales|$6,390|$5,630|$23,275|$23,284| | | | |
+|Operating income|$2,610|$2,328|$9,995|$9,447| | | | |
+
+| | | |Three Months Ended| | | |Nine Months Ended| |
+|---|---|---|---|---|---|---|---|---|
+| | |June 29, 2024| |July 1, 2023|June 29, 2024|July 1, 2023| | |
+|Segment operating income|$35,095|$32,090|$122,889|$114,983| | | | |
+|Research and development expense|($8,006)|($7,442)|($23,605)|($22,608)| | | | |
+|Other corporate expenses, net|($1,737)|($1,650)|($5,659)|($5,043)| | | | |
+|Total operating income|$25,352|$22,998|$93,625|$87,332| | | | |
+---
+# Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
+
+This Item and other sections of this Quarterly Report on Form 10-Q (“Form 10-Q”) 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. For example, statements in this Form 10-Q regarding the potential future impact of macroeconomic conditions on the Company’s business and results of operations are forward-looking statements. 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 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 Part I, Item 1A of the 2023 Form 10-K and Part II, Item 1A of this Form 10-Q, in each case under the heading “Risk Factors.” The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.
+
+Unless otherwise stated, all information presented herein is based on the Company’s fiscal calendar, and references to particular years, quarters, months or periods refer to the Company’s fiscal years ended in September and the associated quarters, months and periods of those fiscal years.
+
+The following discussion should be read in conjunction with the 2023 Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and the condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this Form 10-Q.
+
+Available Information
+
+The Company periodically provides certain information for investors on its corporate website, www.apple.com, and its investor relations website, investor.apple.com. This includes press releases and other information about financial performance, information on environmental, social and governance matters, and details related to the Company’s annual meeting of shareholders. The information contained on the websites referenced in this Form 10-Q is not incorporated by reference into this filing. Further, the Company’s references to website URLs are intended to be inactive textual references only.
+
+Business Seasonality and Product Introductions
+
+The Company has historically experienced higher net sales in its first quarter compared to other quarters in its fiscal year due in part to seasonal holiday demand. Additionally, new product and service introductions can significantly impact net sales, cost of sales and operating expenses. The timing of product introductions can also impact the Company’s net sales to its indirect distribution channels as these channels are filled with new inventory following a product launch, and channel inventory of an older product often declines as the launch of a newer product approaches. Net sales can also be affected when consumers and distributors anticipate a product introduction.
+
+During the third quarter of 2024, the Company announced the following product and operating system updates:
+
+iPad Air ®iPad Pro®iOS 18, macOS® Sequoia, iPadOS®18, watchOS® 11, visionOS™ 2 and tvOS® 18
+
+The Company also announced Apple Intelligence™, a personal intelligence system that uses generative models, which will be available on certain iPhone, Mac and iPad devices. Apple Intelligence is deeply integrated into iOS 18, macOS Sequoia and iPadOS 18.
+
+Fiscal Period
+
+The Company’s fiscal year is the 52- or 53-week period that ends on the last Saturday of September. An additional week is included in the first fiscal quarter every five or six years to realign the Company’s fiscal quarters with calendar quarters, which occurred in the first quarter of 2023. The Company’s fiscal years 2024 and 2023 span 52 and 53 weeks, respectively.
+
+Macroeconomic Conditions
+
+Macroeconomic conditions, including inflation, interest rates and currency fluctuations, have directly and indirectly impacted, and could in the future materially impact, the Company’s results of operations and financial condition.
+
+Apple Inc. | Q3 2024 Form 10-Q | 13
+---
+# Segment Operating Performance
+
+| | |Three Months Ended| | |Nine Months Ended| |
+|---|---|---|---|---|---|---|
+| |June 29, 2024|July 1, 2023|Change|June 29, 2024|July 1, 2023|Change|
+|Net sales by reportable segment:| | | | | | |
+|Americas|$37,678|$35,383|6%|$125,381|$122,445|2%|
+|Europe|$21,884|$20,205|8%|$76,404|$71,831|6%|
+|Greater China|$14,728|$15,758|(7)%|$51,919|$57,475|(10)%|
+|Japan|$5,097|$4,821|6%|$19,126|$18,752|2%|
+|Rest of Asia Pacific|$6,390|$5,630|13%|$23,275|$23,284|—%|
+|Total net sales|$85,777|$81,797|5%|$296,105|$293,787|1%|
+
+# Americas
+
+Americas net sales increased during the third quarter of 2024 compared to the third quarter of 2023 due primarily to higher net sales of Services and iPad. Year-over-year Americas net sales increased during the first nine months of 2024 due primarily to higher net sales of Services, partially offset by lower net sales of iPhone and Wearables, Home and Accessories. The strength in foreign currencies relative to the U.S. dollar had a net favorable year-over-year impact on Americas net sales during the first nine months of 2024.
+
+# Europe
+
+Europe net sales increased during the third quarter of 2024 compared to the third quarter of 2023 due primarily to higher net sales of Services and iPad. The weakness in foreign currencies relative to the U.S. dollar had a net unfavorable year-over-year impact on Europe net sales during the third quarter of 2024. Year-over-year Europe net sales increased during the first nine months of 2024 due primarily to higher net sales of Services and iPhone, partially offset by lower net sales of Wearables, Home and Accessories.
+
+# Greater China
+
+Greater China net sales decreased during the third quarter of 2024 compared to the third quarter of 2023 due primarily to lower net sales of iPhone. Year-over-year Greater China net sales decreased during the first nine months of 2024 due primarily to lower net sales of iPhone and iPad. The weakness in the renminbi relative to the U.S. dollar had an unfavorable year-over-year impact on Greater China net sales during the third quarter and first nine months of 2024.
+
+# Japan
+
+Japan net sales increased during the third quarter of 2024 compared to the third quarter of 2023 due primarily to higher net sales of iPhone and iPad. Year-over-year Japan net sales increased during the first nine months of 2024 due primarily to higher net sales of iPhone, partially offset by lower net sales of Wearables, Home and Accessories. The weakness in the yen relative to the U.S. dollar had an unfavorable year-over-year impact on Japan net sales during the third quarter and first nine months of 2024.
+
+# Rest of Asia Pacific
+
+Rest of Asia Pacific net sales increased during the third quarter of 2024 compared to the third quarter of 2023 due primarily to higher net sales of Services, iPhone and iPad. Year-over-year Rest of Asia Pacific net sales were relatively flat during the first nine months of 2024. The weakness in foreign currencies relative to the U.S. dollar had a net unfavorable year-over-year impact on Rest of Asia Pacific net sales during the third quarter and first nine months of 2024.
+---
+# Products and Services Performance
+
+| | |Three Months Ended| | |Nine Months Ended| |
+|---|---|---|---|---|---|---|
+| |June 29, 2024|July 1, 2023|Change|June 29, 2024|July 1, 2023|Change|
+|Net sales by category:| | | | | | |
+|iPhone|$39,296|$39,669|(1)%|$154,961|$156,778|(1)%|
+|Mac|$7,009|$6,840|2 %|$22,240|$21,743|2 %|
+|iPad|$7,162|$5,791|24 %|$19,744|$21,857|(10)%|
+|Wearables, Home and Accessories|$8,097|$8,284|(2)%|$27,963|$30,523|(8)%|
+|Services|$24,213|$21,213|14 %|$71,197|$62,886|13 %|
+|Total net sales|$85,777|$81,797|5 %|$296,105|$293,787|1 %|
+
+iPhone
+
+iPhone net sales were relatively flat during the third quarter and first nine months of 2024 compared to the same periods in 2023.
+
+Mac
+
+Mac net sales increased during the third quarter and first nine months of 2024 compared to the same periods in 2023 due to higher net sales of laptops.
+
+iPad
+
+iPad net sales increased during the third quarter of 2024 compared to the third quarter of 2023 due primarily to higher net sales of iPad Pro and iPad Air. Year-over-year iPad net sales decreased during the first nine months of 2024 due primarily to lower net sales of iPad 9th generation and iPad Pro, partially offset by higher net sales of iPad 10th generation.
+
+Wearables, Home and Accessories
+
+Wearables, Home and Accessories net sales decreased during the third quarter of 2024 compared to the third quarter of 2023 due primarily to lower net sales of Wearables. Year-over-year Wearables, Home and Accessories net sales decreased during the first nine months of 2024 due primarily to lower net sales of Wearables and Accessories.
+
+Services
+
+Services net sales increased during the third quarter and first nine months of 2024 compared to the same periods in 2023 due primarily to higher net sales from advertising, the App Store®and cloud services.
+
+Apple Inc. | Q3 2024 Form 10-Q | 15
+---
+# Gross Margin
+
+| |Three Months Ended June 29, 2024|July 1, 2023|Nine Months Ended June 29, 2024|July 1, 2023|
+|---|---|---|---|---|
+|Gross margin:|$21,761|$21,448|$84,241|$84,205|
+|Products| | | | |
+|Services| | | | |
+|Total gross margin|$39,678|$36,413|$136,804|$128,721|
+|Gross margin percentage:| | | | |
+|Products|35.3%|35.4%|37.5%|36.5%|
+|Services|74.0%|70.5%|73.8%|70.8%|
+|Total gross margin percentage|46.3%|44.5%|46.2%|43.8%|
+
+# Products Gross Margin
+
+Products gross margin was relatively flat during the third quarter and first nine months of 2024 compared to the same periods in 2023.
+
+Products gross margin percentage was relatively flat during the third quarter of 2024 compared to the third quarter of 2023. Year-over-year Products gross margin percentage increased during the first nine months of 2024 due primarily to cost savings, partially offset by a different Products mix and the weakness in foreign currencies relative to the U.S. dollar.
+
+# Services Gross Margin
+
+Services gross margin increased during the third quarter and first nine months of 2024 compared to the same periods in 2023 due primarily to higher Services net sales.
+
+Services gross margin percentage increased during the third quarter and first nine months of 2024 compared to the same periods in 2023 due primarily to a different Services mix.
+
+The Company’s future gross margins can be impacted by a variety of factors, as discussed in Part I, Item 1A of the 2023 Form 10-K and Part II, Item 1A of this Form 10-Q, in each case under the heading “Risk Factors.” As a result, the Company believes, in general, gross margins will be subject to volatility and downward pressure.
+
+# Operating Expenses
+
+| |Three Months Ended June 29, 2024|July 1, 2023|Nine Months Ended June 29, 2024|July 1, 2023|
+|---|---|---|---|---|
+|Research and development|$8,006|$7,442|$23,605|$22,608|
+|Percentage of total net sales|9%|9%|8%|8%|
+|Selling, general and administrative|$6,320|$5,973|$19,574|$18,781|
+|Percentage of total net sales|7%|7%|7%|6%|
+|Total operating expenses|$14,326|$13,415|$43,179|$41,389|
+|Percentage of total net sales|17%|16%|15%|14%|
+
+# Research and Development
+
+The growth in research and development (“R&D”) expense during the third quarter and first nine months of 2024 compared to the same periods in 2023 was driven primarily by increases in headcount-related expenses.
+---
+# Selling, General and Administrative
+
+Selling, general and administrative expense increased $347 million during the third quarter of 2024 and $793 million during the first nine months of 2024 compared to the same periods in 2023.
+
+# Provision for Income Taxes
+
+Provision for income taxes, effective tax rate and statutory federal income tax rate for the three- and nine-month periods ended June 29, 2024 and July 1, 2023 were as follows (dollars in millions):
+
+| | |Three Months Ended| | | |Nine Months Ended| |
+|---|---|---|---|---|---|---|---|
+| | | |June 29, 2024|July 1, 2023|June 29, 2024|July 1, 2023| |
+|Provision for income taxes|$4,046|$2,852|$14,875|$12,699| | | |
+|Effective tax rate|15.9%|12.5%|15.8%|14.6%| | | |
+|Statutory federal income tax rate|21%|21%|21%|21%| | | |
+
+The Company’s effective tax rate for the third quarter and first nine months of 2024 was lower than the statutory federal income tax rate due primarily to a lower effective tax rate on foreign earnings, the impact of the U.S. federal R&D credit, and tax benefits from share-based compensation, partially offset by state income taxes.
+
+The Company’s effective tax rate for the third quarter and first nine months of 2024 was higher compared to the same periods in 2023 due primarily to a higher effective tax rate on foreign earnings and lower tax benefits from share-based compensation, partially offset by lower state income taxes.
+
+# Liquidity and Capital Resources
+
+The Company believes its balances of cash, cash equivalents and unrestricted marketable securities, along with cash generated by ongoing operations and continued access to debt markets, will be sufficient to satisfy its cash requirements and capital return program over the next 12 months and beyond.
+
+The Company’s contractual cash requirements have not changed materially since the 2023 Form 10-K, except for manufacturing purchase obligations.
+
+# Manufacturing Purchase Obligations
+
+The Company utilizes several outsourcing partners to manufacture subassemblies for the Company’s products and to perform final assembly and testing of finished products. The Company also obtains individual components for its products from a wide variety of individual suppliers. As of June 29, 2024, the Company had manufacturing purchase obligations of $38.4 billion, with $38.3 billion payable within 12 months.
+
+# Capital Return Program
+
+In addition to its contractual cash requirements, the Company has authorized share repurchase programs. The programs do not obligate the Company to acquire a minimum amount of shares. As of June 29, 2024, the Company’s quarterly cash dividend was $0.25 per share. The Company intends to increase its dividend on an annual basis, subject to declaration by the Board of Directors.
+
+During the third quarter of 2024, the Company repurchased $26.0 billion of its common stock and paid dividends and dividend equivalents of $3.9 billion.
+
+# Recent Accounting Pronouncements
+
+Income Taxes
+
+In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company will adopt ASU 2023-09 in its fourth quarter of 2026 using a prospective transition method.
+---
+# Segment Reporting
+
+In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which will require the Company to disclose segment expenses that are significant and regularly provided to the Company’s chief operating decision maker (“CODM”). In addition, ASU 2023-07 will require the Company to disclose the title and position of its CODM and how the CODM uses segment profit or loss information in assessing segment performance and deciding how to allocate resources. The Company will adopt ASU 2023-07 in its fourth quarter of 2025 using a retrospective transition method.
+
+# Critical Accounting Estimates
+
+The preparation of financial statements and related disclosures in conformity with GAAP and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Note 1, “Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2023 Form 10-K describe the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements. There have been no material changes to the Company’s critical accounting estimates since the 2023 Form 10-K.
+
+# Item 3. Quantitative and Qualitative Disclosures About Market Risk
+
+There have been no material changes to the Company’s market risk during the first nine months of 2024. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the 2023 Form 10-K.
+
+# Item 4. Controls and Procedures
+
+Evaluation of Disclosure Controls and Procedures
+Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of June 29, 2024 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
+
+Changes in Internal Control over Financial Reporting
+There were no changes in the Company’s internal control over financial reporting during the third quarter of 2024, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
+
+Apple Inc. | Q3 2024 Form 10-Q | 18
+---
+# PART II — OTHER INFORMATION
+
+# Item 1. Legal Proceedings
+
+Digital Markets Act Investigations
+
+On March 25, 2024, the Commission announced that it had opened two formal noncompliance investigations against the Company under the European Union (“EU”) Digital Markets Act (the “DMA”). The Commission’s investigations concern (1) Article 5(4) of the DMA, which relates to how developers may communicate and promote offers to end users for apps distributed through the App Store as well as how developers may conclude contracts with those end users; and (2) Article 6(3) of the DMA, which relates to default settings, uninstallation of apps, and a web browser choice screen on iOS. On June 24, 2024, the Commission announced its preliminary findings in the Article 5(4) investigation alleging that the Company’s App Store rules are in breach of the DMA and announced that it had opened a third formal investigation against the Company regarding whether the Company’s new contractual requirements for third-party app developers and app marketplaces may violate the DMA. If the Commission makes a final determination that there has been a violation, it can issue a cease and desist order and may impose fines up to 10% of the Company’s annual worldwide net sales. Although any decision by the Commission can be appealed to the General Court of the EU, the effectiveness of the Commission’s order would apply immediately while the appeal is pending, unless a stay of the order is granted. The Company believes that it complies with the DMA and has continued to make changes to its compliance plan in response to feedback and engagement with the Commission.
+
+Department of Justice Lawsuit
+
+On March 21, 2024, the U.S. Department of Justice (the “DOJ”) and a number of state and district attorneys general filed a civil antitrust lawsuit in the U.S. District Court for the District of New Jersey against the Company alleging monopolization or attempted monopolization in the markets for “performance smartphones” and “smartphones” in violation of U.S. antitrust laws. The DOJ is seeking equitable relief to redress the alleged anticompetitive behavior. In addition, various civil litigation matters have been filed in state and federal courts in the U.S. alleging similar violations of U.S. antitrust laws and seeking monetary damages and other nonmonetary relief. The Company believes it has substantial defenses and intends to vigorously defend itself.
+
+Epic Games
+
+Epic Games, Inc. (“Epic”) filed a lawsuit in the U.S. District Court for the Northern District of California (the “California District Court”) against the Company alleging violations of federal and state antitrust laws and California’s unfair competition law based upon the Company’s operation of its App Store. The California District Court found that certain provisions of the Company’s App Store Review Guidelines violate California’s unfair competition law and issued an injunction enjoining the Company from prohibiting developers from including in their apps external links that direct customers to purchasing mechanisms other than Apple in-app purchasing. The injunction applies to apps on the U.S. storefront of the iOS and iPadOS App Store. On January 16, 2024, the Company implemented a plan to comply with the injunction and filed a statement of compliance with the California District Court. A motion by Epic disputing the Company’s compliance plan and seeking to enforce the injunction, which the Company has opposed, is pending before the California District Court. The Company believes it has substantial defenses and intends to vigorously defend itself.
+
+Other Legal Proceedings
+
+The Company is subject to other legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. The Company settled certain matters during the third quarter of 2024 that did not individually or in the aggregate have a material impact on the Company’s financial condition or operating results. The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected.
+
+# Item 1A. Risk Factors
+
+The Company’s business, reputation, results of operations, financial condition and stock price can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the 2023 Form 10-K and Part II, Item 1A of the Form 10-Q for the quarter ended March 30, 2024 (the “second quarter 2024 Form 10-Q”), in each case under the heading “Risk Factors.” When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations, financial condition and stock price can be materially and adversely affected. Except for the risk factor disclosed in Part II, Item 1A of the second quarter 2024 Form 10-Q, which is hereby incorporated by reference into this Part II, Item 1A of this Form 10-Q, there have been no material changes to the Company’s risk factors since the 2023 Form 10-K.
+
+Apple Inc. | Q3 2024 Form 10-Q | 19
+---
+# Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
+
+|Periods|Total Number of Shares Purchased|Average Price Paid Per Share|Total Number Purchased as Part of Publicly Announced Plans or Programs|
+|---|---|---|---|
+|March 31, 2024 to May 4, 2024:|45,690|$169.74|45,690|
+|May 5, 2024 to June 1, 2024:|51,729|$188.38|51,729|
+|June 2, 2024 to June 29, 2024:|41,354|$205.54|41,354|
+|Total|138,773| |$114,074|
+
+(1) On May 4, 2023, the Board of Directors authorized the purchase of up to $90 billion of the Company’s common stock under a share repurchase program. As of June 29, 2024, remaining availability under the May 2023 program was $4.1 billion. On May 2, 2024, the Board of Directors authorized an additional program to repurchase up to $110 billion of the Company’s common stock. The programs do not obligate the Company to acquire a minimum amount of shares. Under the programs, shares may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.
+
+# Item 3. Defaults Upon Senior Securities
+
+None.
+
+# Item 4. Mine Safety Disclosures
+
+Not applicable.
+
+# Item 5. Other Information
+
+Insider Trading Arrangements
+On May 24, 2024, Tim Cook, the Company’s Chief Executive Officer, entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the sale, subject to certain price limits, of shares vesting during the duration of the plan pursuant to certain equity awards granted to Mr. Cook, excluding shares withheld by the Company to satisfy income tax withholding and remittance obligations. Mr. Cook’s plan will expire on May 24, 2026, subject to early termination in accordance with the terms of the plan.
+
+Apple Inc. | Q3 2024 Form 10-Q | 20
+---
+# Item 6. Exhibits
+
+|Exhibit Number|Exhibit Description|Form|Exhibit Date|
+|---|---|---|---|
+|31.1*|Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.| | |
+|31.2*|Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.| | |
+|32.1**|Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.| | |
+|101*|Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.| | |
+|104*|Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.| | |
+
+* Filed herewith.
+
+** Furnished herewith.
+
+Apple Inc. | Q3 2024 Form 10-Q | 21
+---
+Date: August 1, 2024
+
+Apple Inc.
+
+By: /s/ Luca Maestri
+
+Luca Maestri
+
+Senior Vice President, Chief Financial Officer
+
+Apple Inc. | Q3 2024 Form 10-Q | 22