10-K 2016 9.24.2016 - As Filed PDF
10-K 2016 9.24.2016 - As Filed PDF
10-K 2016 9.24.2016 - As Filed PDF
Form 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 24, 2016
or
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
Apple Inc.
(Exact name of Registrant as specified in its charter)
California 94-2404110
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1 Infinite Loop
Cupertino, California 95014
(Address of principal executive offices) (Zip Code)
(408) 996-1010
(Registrant’s telephone number, including area code)
Common Stock, $0.00001 par value per share The NASDAQ Stock Market LLC
1.000% Notes due 2022 New York Stock Exchange LLC
1.375% Notes due 2024 New York Stock Exchange LLC
1.625% Notes due 2026 New York Stock Exchange LLC
2.000% Notes due 2027 New York Stock Exchange LLC
3.050% Notes due 2029 New York Stock Exchange LLC
3.600% Notes due 2042 New York Stock Exchange LLC
(Title of class) (Name of exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No
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 and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted 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 and post such files).
Yes No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein,
and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Page
Part I
Item 1. Business 1
Item 1A. Risk Factors 8
Item 1B. Unresolved Staff Comments 17
Item 2. Properties 17
Item 3. Legal Proceedings 17
Item 4. Mine Safety Disclosures 17
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities 18
Item 6. Selected Financial Data 21
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk 36
Item 8. Financial Statements and Supplementary Data 38
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 72
Item 9A. Controls and Procedures 72
Item 9B. Other Information 72
Part III
Item 10. Directors, Executive Officers and Corporate Governance 73
Item 11. Executive Compensation 73
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 73
Item 13. Certain Relationships and Related Transactions and Director Independence 73
Item 14. Principal Accounting Fees and Services 73
Part IV
Item 15. Exhibits, Financial Statement Schedules 74
This Annual Report on Form 10-K (“Form 10-K”) contains forward-looking statements, within the meaning of the Private Securities
Litigation Reform Act of 1995, that involve risks and uncertainties. Many of the forward-looking statements are located in Part II,
Item 7 of this Form 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of
Operations.” Forward-looking statements provide current expectations of future events based on certain assumptions and include
any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by
words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,”
“may,” and similar terms. Forward-looking statements are not guarantees of future performance and 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 this Form 10-K under the heading “Risk Factors,” which are
incorporated herein by reference. All information presented herein is based on the Company’s fiscal calendar. Unless otherwise
stated, 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. Each of the terms the “Company” and “Apple” as used herein refers
collectively to Apple Inc. and its wholly-owned subsidiaries, unless otherwise stated.The Company assumes no obligation to revise
or update any forward-looking statements for any reason, except as required by law.
PART I
Item 1. Business
Company Background
The Company designs, manufactures and markets mobile communication and media devices, personal computers and portable
digital music players, and sells a variety of related software, services, accessories, networking solutions and third-party digital
content and applications. The Company’s products and services include iPhone®, iPad®, Mac®, iPod®, Apple Watch®, Apple TV®, a
portfolio of consumer and professional software applications, iOS, macOS™, watchOS® and tvOS™ operating systems, iCloud®,
Apple Pay® and a variety of accessory, service and support offerings. The Company sells and delivers digital content and applications
through the iTunes Store®, App Store®, Mac App Store, TV App Store, iBooks Store™ and Apple Music® (collectively “Internet
Services”). The Company sells its products worldwide through its retail stores, online stores and direct sales force, as well as through
third-party cellular network carriers, wholesalers, retailers and value-added resellers. In addition, the Company sells a variety of
third-party Apple compatible products, including application software and various accessories through its retail and online stores.
The Company sells to consumers, small and mid-sized businesses and education, enterprise and government customers. The
Company’s fiscal year is the 52 or 53-week period that ends on the last Saturday of September. The Company is a California
corporation established in 1977.
Business Strategy
The Company is committed to bringing the best user experience to its customers through its innovative hardware, software and
services. The Company’s business strategy leverages its unique ability to design and develop its own operating systems, hardware,
application software and services to provide its customers products and solutions with innovative design, superior ease-of-use and
seamless integration. As part of its strategy, the Company continues to expand its platform for the discovery and delivery of digital
content and applications through its Internet Services, which allows customers to discover and download digital content, iOS, Mac,
Apple Watch and Apple TV applications, and books through either a Mac or Windows personal computer or through iPhone, iPad
and iPod touch® devices (“iOS devices”), Apple TV and Apple Watch. The Company also supports a community for the development
of third-party software and hardware products and digital content that complement the Company’s offerings. The Company believes
a high-quality buying experience with knowledgeable salespersons who can convey the value of the Company’s products and
services greatly enhances its ability to attract and retain customers. Therefore, the Company’s strategy also includes building and
expanding its own retail and online stores and its third-party distribution network to effectively reach more customers and provide
them with a high-quality sales and post-sales support experience. The Company believes ongoing investment in research and
development (“R&D”), marketing and advertising is critical to the development and sale of innovative products and technologies.
Business Organization
The Company manages its business primarily on a geographic basis. The Company’s reportable operating segments consist of the
Americas, Europe, Greater China, Japan and Rest of Asia Pacific. The Americas segment includes both North and South America.
The Europe segment includes European countries, as well as India, the Middle East and Africa. The Greater China segment includes
China, Hong Kong and Taiwan. The Rest of Asia Pacific segment includes Australia and those Asian countries not included in the
Company’s other reportable operating segments. Although the reportable operating segments provide similar hardware and software
products and similar services, each one is managed separately to better align with the location of the Company’s customers and
distribution partners and the unique market dynamics of each geographic region. Further information regarding the Company’s
reportable operating segments may be found in Part II, Item 7 of this Form 10-K under the subheading “Segment Operating
Performance,” and in Part II, Item 8 of this Form 10-K in the Notes to Consolidated Financial Statements in Note 11, “Segment
Information and Geographic Data.”
iPhone is the Company’s line of smartphones based on its iOS operating system. iPhone includes Siri®, a voice activated intelligent
assistant, and Apple Pay and Touch ID® on qualifying devices. In September 2016, the Company introduced iPhone 7 and 7 Plus,
featuring new camera systems, immersive stereo speakers and water and dust resistance. During the third quarter of 2016, the
Company also began selling iPhone SE, which has a 4-inch Retina® display. iPhone works with the iTunes Store, App Store, iBooks
Store and Apple Music for purchasing, organizing and playing digital content and apps.
iPad
iPad is the Company’s line of multi-purpose tablets based on its iOS operating system, which includes iPad Pro™, iPad Air® and
iPad mini™. iPad includes Siri and also includes Touch ID on qualifying devices. iPad works with the iTunes Store, App Store, iBooks
Store and Apple Music for purchasing, organizing and playing digital content and apps.
Mac
Mac is the Company’s line of desktop and portable personal computers based on its macOS operating system. The Company’s
desktop computers include iMac®, 21.5” iMac with Retina 4K display, 27” iMac with Retina 5K display, Mac Pro® and Mac mini®. The
Company’s portable computers include MacBook®, MacBook Air®, MacBook Pro® and MacBook Pro with Retina display.
macOS
macOS is the Company’s Mac operating system and is built on an open-source UNIX-based foundation and provides an intuitive
and integrated computer experience. Support for iCloud is built into macOS so users can access content and information from Mac,
iOS devices and other supported devices and access downloaded content and apps from the iTunes Store. macOS Sierra, released
in September 2016, is the 13th major release of macOS and incorporates Siri and Apple Pay on the Mac, improves continuity and
document access across Apple devices and includes the new Memories feature in Photos.
watchOS
watchOS is the Company’s operating system for Apple Watch. Released in September 2016, watchOS 3 provides improved
performance with the ability to launch favorite apps instantly, enhanced navigation with the new Dock and new fitness and health
capabilities for Apple Watch, including the Breathe app designed to promote exercises for relaxation and stress reduction.
tvOS
tvOS is the Company's operating system for Apple TV. The tvOS operating system is based on the Company’s iOS platform and
enables developers to create new apps and games specifically for Apple TV and deliver them to customers through the Apple TV
App Store. The new tvOS, released in September 2016, incorporates new Siri capabilities that allow searching across more apps
and services.
Application Software
The Company’s application software includes iLife®, iWork® and various other software, including Final Cut Pro®, Logic® Pro X and
FileMaker® Pro. iLife is the Company’s consumer-oriented digital lifestyle software application suite included with all Mac computers
and features iMovie®, a digital video editing application, and GarageBand®, a music creation application that allows users to play,
record and create music. iWork is the Company’s integrated productivity suite included with all Mac computers and is designed to
help users create, present and publish documents through Pages®, presentations through Keynote® and spreadsheets through
Numbers®. The Company also has Multi-Touch versions of iLife and iWork applications designed specifically for use on iOS devices,
which are available as free downloads for all new iOS devices.
iCloud
iCloud is the Company’s cloud service which stores music, photos, contacts, calendars, mail, documents and more, keeping them
up-to-date and available across multiple iOS devices, Mac and Windows personal computers and Apple TV. iCloud services include
iCloud Drive®, iCloud Photo Library, Family Sharing, Find My iPhone, iPad or Mac, Find My Friends, Notes, iCloud Keychain® and
iCloud Backup for iOS devices.
AppleCare
AppleCare® offers a range of support options for the Company’s customers. These include assistance that is built into software
products, printed and electronic product manuals, online support including comprehensive product information as well as technical
assistance, the AppleCare Protection Plan (“APP”) and the AppleCare+ Protection Plan (“AC+”). APP is a fee-based service that
typically extends the service coverage of phone support, hardware repairs and dedicated web-based support resources for Mac,
Apple TV and display products. AC+ is a fee-based service offering additional coverage under some circumstances for instances
of accidental damage in addition to the services offered by APP and is available in certain countries for iPhone, iPad, Apple Watch
and iPod.
Apple Pay
Apple Pay is the Company’s mobile payment service available in certain countries that offers an easy, secure and private way to
pay. Apple Pay allows users to pay for purchases in stores accepting contactless payments and to pay for purchases within participating
apps on qualifying devices. Apple Pay accepts credit and debit cards across major card networks and also supports reward programs
and store-issued credit and debit cards.
Other Products
Accessories
The Company sells a variety of Apple-branded and third-party Mac-compatible and iOS-compatible accessories, including Apple
TV, Apple Watch, Beats products, iPod, headphones, displays, storage devices, and various other connectivity and computing
products and supplies. In September 2016, the Company introduced AirPods™, new wireless headphones that interact with Siri.
Apple TV
Apple TV connects to consumers’ TVs and enables them to access digital content directly for streaming high definition video, playing
music and games, and viewing photos. Content from Apple Music and other media services are also available on Apple TV. Apple
TV allows streaming digital content from Mac and Windows personal computers through Home Share and from compatible Mac
and iOS devices through AirPlay®. The Company's Apple TV runs on its tvOS operating system and is based on apps built for the
television. Additionally, the Apple TV remote features Siri, allowing users to search and access content with their voice.
Apple Watch
Apple Watch is a personal electronic device that combines the watchOS user interface and technologies created specifically for a
smaller device, including the Digital Crown™, a unique navigation tool that allows users to seamlessly scroll, zoom and navigate,
and Force Touch, a technology that senses the difference between a tap and a press and allows users to access controls within
apps. Apple Watch enables users to communicate in new ways from their wrist, track their health and fitness through activity and
workout apps, and includes Siri and Apple Pay. In September 2016, the Company introduced Apple Watch Series 2, featuring new
fitness and health capabilities, built-in GPS and a 50-meter water resistance rating for swimming.
iPod is the Company’s line of portable digital music and media players, which includes iPod touch, iPod nano® and iPod shuffle®.
All iPods work with iTunes to purchase and synchronize content. iPod touch, based on the Company’s iOS operating system, is a
flash-memory-based iPod that works with the iTunes Store, App Store and iBooks Store for purchasing and playing digital content
and apps.
Developer Programs
The Company’s developer programs support app developers with building, testing and distributing apps for iOS, macOS, watchOS
and tvOS. Developer program membership provides access to beta software and advanced app capabilities (e.g.,
CloudKit®, HealthKit™ and Apple Pay), the ability to test apps using TestFlight®, distribution on the App Store, access to App Analytics
and code-level technical support. Developer programs also exist for businesses creating apps for internal use (the Apple Developer
Enterprise Program) and developers creating accessories for Apple devices (the MFi Program). All developers, even those who are
not developer program members, can sign in with their Apple ID to post on the Apple Developer Forums and use Xcode®, the
Company’s integrated development environment for creating apps for Apple platforms. Xcode includes project management tools;
analysis tools to collect, display and compare app performance data; simulation tools to locally run, test and debug apps; and tools
to simplify the design and development of user interfaces. All developers also have access to extensive technical documentation
and sample code.
The Company believes that sales of its innovative and differentiated products are enhanced by knowledgeable salespersons who
can convey the value of the hardware and software integration and demonstrate the unique solutions that are available on its products.
The Company further believes providing direct contact with its targeted customers is an effective way to demonstrate the advantages
of its products over those of its competitors and providing a high-quality sales and after-sales support experience is critical to
attracting new and retaining existing customers.
To ensure a high-quality buying experience for its products in which service and education are emphasized, the Company continues
to build and improve its distribution capabilities by expanding the number of its own retail stores worldwide. The Company’s retail
stores are typically located at high-traffic locations in quality shopping malls and urban shopping districts. By operating its own stores
and locating them in desirable high-traffic locations the Company is better positioned to ensure a high quality customer buying
experience and attract new customers. The stores are designed to simplify and enhance the presentation and marketing of the
Company’s products and related solutions. The retail stores employ experienced and knowledgeable personnel who provide product
advice, service and training and offer a wide selection of third-party hardware, software and other accessories that complement the
Company’s products.
The Company has also invested in programs to enhance reseller sales by placing high-quality Apple fixtures, merchandising materials
and other resources within selected third-party reseller locations. Through the Apple Premium Reseller Program, certain third-party
resellers focus on the Apple platform by providing a high level of product expertise, integration and support services.
The Company is committed to delivering solutions to help educators teach and students learn. The Company believes effective
integration of technology into classroom instruction can result in higher levels of student achievement and has designed a range of
products, services and programs to address the needs of education customers. The Company also supports mobile learning and
real-time distribution of, and access to, education related materials through iTunes U, a platform that allows students and teachers
to share and distribute educational media online. The Company sells its products to the education market through its direct sales
force, select third-party resellers and its retail and online stores.
The Company also sells its hardware and software products to enterprise and government customers in each of its reportable
operating segments. The Company’s products are deployed in these markets because of their performance, productivity, ease of
use and seamless integration into information technology environments. The Company’s products are compatible with thousands
of third-party business applications and services, and its tools enable the development and secure deployment of custom applications
as well as remote device administration.
No single customer accounted for more than 10% of net sales in 2016, 2015 and 2014.
The Company is focused on expanding its market opportunities related to personal computers and mobile communication and media
devices. These markets are highly competitive and include many large, well-funded and experienced participants. The Company
expects competition in these markets to intensify significantly as competitors attempt to imitate some of the features of the Company’s
products and applications within their own products or, alternatively, collaborate with each other to offer solutions that are more
competitive than those they currently offer. These markets are characterized by aggressive pricing practices, frequent product
introductions, evolving design approaches and technologies, rapid adoption of technological and product advancements by
competitors and price sensitivity on the part of consumers and businesses.
The Company’s digital content services have faced significant competition from other companies promoting their own digital music
and content products and services, including those offering free peer-to-peer music and video services.
The Company’s future financial condition and operating results depend on the Company’s ability to continue to develop and offer
new innovative products and services in each of the markets in which it competes. The Company believes it offers superior innovation
and integration of the entire solution including the hardware (iOS devices, Mac, Apple Watch and Apple TV), software (iOS, macOS,
watchOS and tvOS), online services and distribution of digital content and applications (Internet Services). Some of the Company’s
current and potential competitors have substantial resources and may be able to provide such products and services at little or no
profit or even at a loss to compete with the Company’s offerings.
Supply of Components
Although most components essential to the Company’s business are generally available from multiple sources, a number of
components are currently obtained from single or limited sources. In addition, the Company competes for various components with
other participants in the markets for mobile communication and media devices and personal computers. Therefore, many components
used by the Company, including those that are available from multiple sources, are at times subject to industry-wide shortage and
significant pricing fluctuations that could materially adversely affect the Company’s financial condition and operating results.
The Company uses some custom components that are not commonly used by its competitors, and the Company often utilizes
custom components available from only one source. When a component or product uses new technologies, initial capacity constraints
may exist until the suppliers’ yields have matured or manufacturing capacity has increased. If the Company’s supply of components
were delayed or constrained, or if an outsourcing partner delayed shipments of completed products to the Company, the Company’s
financial condition and operating results could be materially adversely affected. The Company’s business and financial performance
could also be materially adversely affected depending on the time required to obtain sufficient quantities from the original source,
or to identify and obtain sufficient quantities from an alternative source. Continued availability of these components at acceptable
prices, or at all, may be affected if those suppliers concentrated on the production of common components instead of components
customized to meet the Company’s requirements.
The Company has entered into agreements for the supply of many components; however, there can be no guarantee that the
Company will be able to extend or renew these agreements on similar terms, or at all. Therefore, the Company remains subject to
significant risks of supply shortages and price increases that could materially adversely affect its financial condition and operating
results.
While some Mac computers are manufactured in the U.S. and Ireland, substantially all of the Company’s hardware products are
currently manufactured by outsourcing partners that are located primarily in Asia. A significant concentration of this manufacturing
is currently performed by a small number of outsourcing partners, often in single locations. Certain of these outsourcing partners
are the sole-sourced suppliers of components and manufacturers for many of the Company’s products. Although the Company works
closely with its outsourcing partners on manufacturing schedules, the Company’s operating results could be adversely affected if
its outsourcing partners were unable to meet their production commitments. The Company’s manufacturing purchase obligations
typically cover its requirements for periods up to 150 days.
The Company regularly files patent applications to protect innovations arising from its research, development and design, and is
currently pursuing thousands of patent applications around the world. Over time, the Company has accumulated a large portfolio
of issued patents around the world. The Company holds copyrights relating to certain aspects of its products and services. No single
patent or copyright is solely responsible for protecting the Company’s products. The Company believes the duration of its patents
is adequate relative to the expected lives of its products.
Many of the Company’s products are designed to include intellectual property obtained from third parties. It may be necessary in
the future to seek or renew licenses relating to various aspects of its products, processes and services. While the Company has
generally been able to obtain such licenses on commercially reasonable terms in the past, there is no guarantee that such licenses
could be obtained in the future on reasonable terms or at all. Because of technological changes in the industries in which the
Company competes, current extensive patent coverage and the rapid rate of issuance of new patents, it is possible that certain
components of the Company’s products, processes and services may unknowingly infringe existing patents or intellectual property
rights of others. From time to time, the Company has been notified that it may be infringing certain patents or other intellectual
property rights of third parties.
While some Mac computers are manufactured in the U.S. and Ireland, substantially all of the Company’s hardware products are
currently manufactured by outsourcing partners that are located primarily in Asia. The supply and manufacture of a number of
components is performed by sole-sourced outsourcing partners in the U.S., Asia and Europe. Margins on sales of the Company’s
products in foreign countries and on sales of products that include components obtained from foreign suppliers, can be adversely
affected by foreign currency exchange rate fluctuations and by international trade regulations, including tariffs and antidumping
penalties. Information regarding concentration in the available sources of supply of materials and products is set forth in Part II,
Item 8 of this Form 10-K in the Notes to Consolidated Financial Statements in Note 10, “Commitments and Contingencies.”
Warranty
The Company offers a limited parts and labor warranty on most of its hardware products. The basic warranty period is typically one
year from the date of purchase by the original end-user. The Company also offers a 90-day basic warranty for its service parts used
to repair the Company’s hardware products. In certain jurisdictions, local law requires that manufacturers guarantee their products
for a period prescribed by statute, typically at least two years. In addition, where available, consumers may purchase APP or AC+,
which extends service coverage on many of the Company’s hardware products.
Employees
As of September 24, 2016, the Company had approximately 116,000 full-time equivalent employees.
Available Information
The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments
to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are
filed with the Securities and Exchange Commission (the “SEC”). The Company is subject to the informational requirements of the
Exchange Act and files or furnishes reports, proxy statements and other information with the SEC. Such reports and other information
filed by the Company with the SEC are available free of charge on the Company’s website at investor.apple.com/sec.cfm when such
reports are available on the SEC’s website. The public may read and copy any materials filed by the Company with the SEC at the
SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.
The contents of these websites are not incorporated into this filing. Further, the Company’s references to website URLs are intended
to be inactive textual references only.
The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently
known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause
the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial
condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business,
financial condition, operating results and stock price.
Because of the following factors, as well as other factors affecting the Company’s financial condition and operating results, past
financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical
trends to anticipate results or trends in future periods.
Global and regional economic conditions could materially adversely affect the Company.
The Company’s operations and performance depend significantly on global and regional economic conditions. Uncertainty about
global and regional economic conditions poses a risk as consumers and businesses may postpone spending in response to tighter
credit, higher unemployment, financial market volatility, government austerity programs, negative financial news, declines in income
or asset values and/or other factors. These worldwide and regional economic conditions could have a material adverse effect on
demand for the Company’s products and services. Demand also could differ materially from the Company’s expectations as a result
of currency fluctuations because the Company generally raises prices on goods and services sold outside the U.S. to correspond
with the effect of a strengthening of the U.S. dollar. Other factors that could influence worldwide or regional demand include changes
in fuel and other energy costs, conditions in the real estate and mortgage markets, unemployment, labor and healthcare costs,
access to credit, consumer confidence and other macroeconomic factors affecting consumer spending behavior. These and other
economic factors could materially adversely affect demand for the Company’s products and services.
In the event of financial turmoil affecting the banking system and financial markets, additional consolidation of the financial services
industry, or significant financial service institution failures, there could be tightening in the credit markets, low liquidity and extreme
volatility in fixed income, credit, currency and equity markets. This could have a number of effects on the Company’s business,
including the insolvency or financial instability of outsourcing partners or suppliers or their inability to obtain credit to finance
development and/or manufacture products resulting in product delays; inability of customers, including channel partners, to obtain
credit to finance purchases of the Company’s products; failure of derivative counterparties and other financial institutions; and
restrictions on the Company’s ability to issue new debt. Other income and expense also could vary materially from expectations
depending on gains or losses realized on the sale or exchange of financial instruments; impairment charges resulting from
revaluations of debt and equity securities and other investments; changes in interest rates; increases or decreases in cash balances;
volatility in foreign exchange rates; and changes in fair value of derivative instruments. Increased volatility in the financial markets
and overall economic uncertainty would increase the risk of the actual amounts realized in the future on the Company’s financial
instruments differing significantly from the fair values currently assigned to them.
Global markets for the Company’s products and services are highly competitive and subject to rapid technological change,
and the Company may be unable to compete effectively in these markets.
The Company’s products and services compete in highly competitive global markets characterized by aggressive price cutting and
resulting downward pressure on gross margins, frequent introduction of new products, short product life cycles, evolving industry
standards, continual improvement in product price/performance characteristics, rapid adoption of technological and product
advancements by competitors and price sensitivity on the part of consumers.
The Company’s ability to compete successfully depends heavily on its ability to ensure a continuing and timely introduction of
innovative new products, services and technologies to the marketplace. The Company believes it is unique in that it designs and
develops nearly the entire solution for its products, including the hardware, operating system, numerous software applications and
related services. As a result, the Company must make significant investments in R&D. The Company currently holds a significant
number of patents and copyrights and has registered and/or has applied to register numerous patents, trademarks and service
marks. In contrast, many of the Company’s competitors seek to compete primarily through aggressive pricing and very low cost
structures, and emulating the Company's products and infringing on its intellectual property. If the Company is unable to continue
to develop and sell innovative new products with attractive margins or if competitors infringe on the Company’s intellectual property,
the Company’s ability to maintain a competitive advantage could be adversely affected.
The Company is the only authorized maker of hardware using macOS, which has a minority market share in the personal computer
market. This market has been contracting and is dominated by computer makers using competing operating systems, most notably
Windows. In the market for personal computers and accessories, the Company faces a significant number of competitors, many of
which have broader product lines, lower priced products and a larger installed customer base. Historically, consolidation in this
market has resulted in larger competitors. Price competition has been particularly intense as competitors have aggressively cut
prices and lowered product margins. An increasing number of internet-enabled devices that include software applications and are
smaller and simpler than traditional personal computers compete for market share with the Company’s existing products. The
Company’s financial condition and operating results also depend on its ability to continually improve the Mac platform to maintain
its functional and design advantages.
There can be no assurance the Company will be able to continue to provide products and services that compete effectively.
To remain competitive and stimulate customer demand, the Company must successfully manage frequent product
introductions and transitions.
Due to the highly volatile and competitive nature of the industries in which the Company competes, the Company must continually
introduce new products, services and technologies, enhance existing products and services, effectively stimulate customer demand
for new and upgraded products and successfully manage the transition to these new and upgraded products. The success of new
product introductions depends on a number of factors including, but not limited to, timely and successful product development,
market acceptance, the Company’s ability to manage the risks associated with new product production ramp-up issues, the availability
of application software for new products, the effective management of purchase commitments and inventory levels in line with
anticipated product demand, the availability of products in appropriate quantities and at expected costs to meet anticipated demand
and the risk that new products may have quality or other defects or deficiencies in the early stages of introduction. Accordingly, the
Company cannot determine in advance the ultimate effect of new product introductions and transitions.
The Company depends on the performance of distributors, carriers and other resellers.
The Company distributes its products through cellular network carriers, wholesalers, national and regional retailers and value-added
resellers, many of whom distribute products from competing manufacturers. The Company also sells its products and third-party
products in most of its major markets directly to education, enterprise and government customers and consumers and small and
mid-sized businesses through its online and retail stores.
Some carriers providing cellular network service for iPhone subsidize users’ purchases of the device. There is no assurance that
such subsidies will be continued at all or in the same amounts upon renewal of the Company’s agreements with these carriers or
in agreements the Company enters into with new carriers.
Many resellers have been adversely affected in the past by weak economic conditions. The Company has invested and will continue
to invest in programs to enhance reseller sales, including staffing selected resellers’ stores with Company employees and contractors,
and improving product placement displays. These programs could require a substantial investment while providing no assurance of
return or incremental revenue. The financial condition of these resellers could weaken, these resellers could stop distributing the
Company’s products, or uncertainty regarding demand for some or all of the Company’s products could cause resellers to reduce
their ordering and marketing of the Company’s products.
The Company must order components for its products and build inventory in advance of product announcements and shipments.
Consistent with industry practice, components are normally acquired through a combination of purchase orders, supplier contracts
and open orders, in each case based on projected demand. Manufacturing purchase obligations typically cover forecasted component
and manufacturing requirements for periods up to 150 days. Because the Company’s markets are volatile, competitive and subject
to rapid technology and price changes, there is a risk the Company will forecast incorrectly and order or produce excess or insufficient
amounts of components or products, or not fully utilize firm purchase commitments.
Future operating results depend upon the Company’s ability to obtain components in sufficient quantities on commercially
reasonable terms.
Because the Company currently obtains components from single or limited sources, the Company is subject to significant supply
and pricing risks. Many components, including those that are available from multiple sources, are at times subject to industry-wide
shortages and significant commodity pricing fluctuations. While the Company has entered into agreements for the supply of many
components, there can be no assurance that the Company will be able to extend or renew these agreements on similar terms, or
at all. A number of suppliers of components may suffer from poor financial conditions, which can lead to business failure for the
supplier or consolidation within a particular industry, further limiting the Company’s ability to obtain sufficient quantities of components
on commercially reasonable terms. The effects of global or regional economic conditions on the Company’s suppliers, described in
“Global and regional economic conditions could materially adversely affect the Company” above, also could affect the Company’s
ability to obtain components. Therefore, the Company remains subject to significant risks of supply shortages and price increases.
The Company’s new products often utilize custom components available from only one source. When a component or product uses
new technologies, initial capacity constraints may exist until the suppliers’ yields have matured or manufacturing capacity has
increased. Continued availability of these components at acceptable prices, or at all, may be affected for any number of reasons,
including if those suppliers decide to concentrate on the production of common components instead of components customized to
meet the Company’s requirements. The supply of components for a new or existing product could be delayed or constrained, or a
key manufacturing vendor could delay shipments of completed products to the Company.
The Company depends on component and product manufacturing and logistical services provided by outsourcing partners,
many of which are located outside of the U.S.
Substantially all of the Company’s manufacturing is performed in whole or in part by a few outsourcing partners located primarily
in Asia. The Company has also outsourced much of its transportation and logistics management. While these arrangements may
lower operating costs, they also reduce the Company’s direct control over production and distribution. It is uncertain what effect
such diminished control will have on the quality or quantity of products or services, or the Company’s flexibility to respond to changing
conditions. Although arrangements with these partners may contain provisions for warranty expense reimbursement, the Company
may remain responsible to the consumer for warranty service in the event of product defects and could experience an unanticipated
product defect or warranty liability. While the Company relies on its partners to adhere to its supplier code of conduct, material
violations of the supplier code of conduct could occur.
The Company relies on sole-sourced outsourcing partners in the U.S., Asia and Europe to supply and manufacture many critical
components, and on outsourcing partners primarily located in Asia, for final assembly of substantially all of the Company’s hardware
products. Any failure of these partners to perform may have a negative impact on the Company’s cost or supply of components or
finished goods. In addition, manufacturing or logistics in these locations or transit to final destinations may be disrupted for a variety
of reasons including, but not limited to, natural and man-made disasters, information technology system failures, commercial disputes,
military actions or economic, business, labor, environmental, public health, or political issues.
The Company has invested in manufacturing process equipment, much of which is held at certain of its outsourcing partners, and
has made prepayments to certain of its suppliers associated with long-term supply agreements. While these arrangements help
ensure the supply of components and finished goods, if these outsourcing partners or suppliers experience severe financial problems
or other disruptions in their business, such continued supply could be reduced or terminated and the net realizable value of these
assets could be negatively impacted.
The Company relies on access to third-party digital content, which may not be available to the Company on commercially
reasonable terms or at all.
The Company contracts with numerous third parties to offer their digital content to customers. This includes the right to sell currently
available music, movies, TV shows and books. The licensing or other distribution arrangements with these third parties are for
relatively short terms and do not guarantee the continuation or renewal of these arrangements on reasonable terms, if at all. Some
third-party content providers and distributors currently or in the future may offer competing products and services, and could take
action to make it more difficult or impossible for the Company to license or otherwise distribute their content in the future. Other
content owners, providers or distributors may seek to limit the Company’s access to, or increase the cost of, such content. The
Company may be unable to continue to offer a wide variety of content at reasonable prices with acceptable usage rules, or continue
to expand its geographic reach. Failure to obtain the right to make available third-party digital content, or to make available such
content on commercially reasonable terms, could have a material adverse impact on the Company’s financial condition and operating
results.
Some third-party digital content providers require the Company to provide digital rights management and other security solutions.
If requirements change, the Company may have to develop or license new technology to provide these solutions. There is no
assurance the Company will be able to develop or license such solutions at a reasonable cost and in a timely manner. In addition,
certain countries have passed or may propose and adopt legislation that would force the Company to license its digital rights
management, which could lessen the protection of content and subject it to piracy and also could negatively affect arrangements
with the Company’s content providers.
The Company’s future performance depends in part on support from third-party software developers.
The Company believes decisions by customers to purchase its hardware products depend in part on the availability of thir ty
software applications and services. There is no assurance that third-party developers will continue to develop and maintain software
applications and services for the Company’s products. If third-party software applications and services cease to be developed and
maintained for the Company’s products, customers may choose not to buy the Company’s products.
With respect to its Mac products, the Company believes the availability of thir ty software applications and services depends
in part on the developers’ perception and analysis of the relative benefits of developing, maintaining and upgrading such software
for the Company’s products compared to Windows-based products. This analysis may be based on factors such as the market
position of the Company and its products, the anticipated revenue that may be generated, expected future growth of Mac sales and
the costs of developing such applications and services. If the Company’s minority share of the global personal computer market
causes developers to question the Mac’s prospects, developers could be less inclined to develop or upgrade software for the
Company’s Mac products and more inclined to devote their resources to developing and upgrading software for the larger Windows
market.
With respect to iOS devices, the Company relies on the continued availability and development of compelling and innovative software
applications, which are distributed through a single distribution channel, the App Store. iOS devices are subject to rapid technological
change, and, if third-party developers are unable to or choose not to keep up with this pace of change, third-party applications might
not successfully operate and may result in dissatisfied customers. As with applications for the Company’s Mac products, the availability
and development of these applications also depend on developers’ perceptions and analysis of the relative benefits of developing,
maintaining or upgrading software for the Company’s iOS devices rather than its competitors’ platforms, such as Android. If developers
focus their efforts on these competing platforms, the availability and quality of applications for the Company’s iOS devices may
suffer.
The Company could be impacted by unfavorable results of legal proceedings, such as being found to have infringed on
intellectual property rights.
The Company is subject to various legal proceedings and claims that have not yet been fully resolved and that have arisen in the
ordinary course of business, and additional claims may arise in the future.
For example, technology companies, including many of the Company’s competitors, frequently enter into litigation based on
allegations of patent infringement or other violations of intellectual property rights. In addition, patent holding companies seek to
monetize patents they have purchased or otherwise obtained. The intellectual property rights claims against the Company have
generally increased over time and may continue to increase. In particular, the Company's cellular enabled products compete with
products from mobile communication and media device companies that hold significant patent portfolios, and the Company has
faced a significant number of patent claims against it. The Company is vigorously defending infringement actions in courts in a
number of U.S. jurisdictions and before the U.S. International Trade Commission, as well as internationally in various countries. The
plaintiffs in these actions frequently seek injunctions and substantial damages.
Regardless of the scope or validity of such patents or other intellectual property rights, or the merits of any claims by potential or
actual litigants, the Company may have to engage in protracted litigation. If the Company is found to infringe one or more patents
or other intellectual property rights, regardless of whether it can develop non-infringing technology, it may be required to pay substantial
damages or royalties to a third-party, or it may be subject to a temporary or permanent injunction prohibiting the Company from
marketing or selling certain products.
In certain cases, the Company may consider the desirability of entering into licensing agreements, although no assurance can be
given that such licenses can be obtained on acceptable terms or that litigation will not occur. These licenses may also significantly
increase the Company’s operating expenses.
Regardless of the merit of particular claims, litigation may be expensive, time-consuming, disruptive to the Company’s operations
and distracting to management. In recognition of these considerations, the Company may enter into arrangements to settle litigation.
In management’s opinion, there is not at least a reasonable possibility the Company may have incurred a material loss, or a material
loss in excess of a recorded accrual, with respect to loss contingencies, including matters related to infringement of intellectual
property rights. However, the outcome of litigation is inherently uncertain.
Although management considers the likelihood of such an outcome to be remote, if one or more legal matters were resolved against
the Company in a reporting period for amounts in excess of management’s expectations, the Company’s consolidated financial
statements for that reporting period could be materially adversely affected. Further, such an outcome could result in significant
compensatory, punitive or trebled monetary damages, disgorgement of revenue or profits, remedial corporate measures or injunctive
relief against the Company that could materially adversely affect its financial condition and operating results.
The Company is subject to laws and regulations worldwide, changes to which could increase the Company’s costs and
individually or in the aggregate adversely affect the Company’s business.
The Company is subject to laws and regulations affecting its domestic and international operations in a number of areas. These
U.S. and foreign laws and regulations affect the Company’s activities including, but not limited to, in areas of labor, advertising, digital
content, consumer protection, real estate, billing, e-commerce, promotions, quality of services, telecommunications, mobile
communications and media, television, intellectual property ownership and infringement, tax, import and export requirements, anti-
corruption, foreign exchange controls and cash repatriation restrictions, data privacy requirements, anti-competition, environmental,
health and safety.
By way of example, laws and regulations related to mobile communications and media devices in the many jurisdictions in which
the Company operates are extensive and subject to change. Such changes could include, among others, restrictions on the
production, manufacture, distribution and use of devices, locking devices to a carrier’s network, or mandating the use of devices on
more than one carrier’s network. These devices are also subject to certification and regulation by governmental and standardization
bodies, as well as by cellular network carriers for use on their networks. These certification processes are extensive and time
consuming, and could result in additional testing requirements, product modifications, or delays in product shipment dates, or could
preclude the Company from selling certain products.
The Company also could be significantly affected by other risks associated with international activities including, but not limited to,
economic and labor conditions, increased duties, taxes and other costs and political instability. Margins on sales of the Company’s
products in foreign countries, and on sales of products that include components obtained from foreign suppliers, could be materially
adversely affected by international trade regulations, including duties, tariffs and antidumping penalties. The Company is also exposed
to credit and collectability risk on its trade receivables with customers in certain international markets. There can be no assurance
the Company can effectively limit its credit risk and avoid losses.
The Company’s retail stores have required and will continue to require a substantial investment and commitment of resources
and are subject to numerous risks and uncertainties.
The Company’s retail stores have required substantial investment in equipment and leasehold improvements, information systems,
inventory and personnel. The Company also has entered into substantial operating lease commitments for retail space. Certain
stores have been designed and built to serve as high-profile venues to promote brand awareness and serve as vehicles for corporate
sales and marketing activities. Because of their unique design elements, locations and size, these stores require substantially more
investment than the Company’s more typical retail stores. Due to the high cost structure associated with the Company’s retail stores,
a decline in sales or the closure or poor performance of individual or multiple stores could result in significant lease termination
costs, write-offs of equipment and leasehold improvements and severance costs.
Many factors unique to retail operations, some of which are beyond the Company’s control, pose risks and uncertainties. These
risks and uncertainties include, but are not limited to, macro-economic factors that could have an adverse effect on general retail
activity, as well as the Company’s inability to manage costs associated with store construction and operation, the Company’s failure
to manage relationships with its existing retail partners, more challenging environments in managing retail operations outside the
U.S., costs associated with unanticipated fluctuations in the value of retail inventory, and the Company’s inability to obtain and renew
leases in quality retail locations at a reasonable cost.
Investment in new business strategies and acquisitions could disrupt the Company’s ongoing business and present risks
not originally contemplated.
The Company has invested, and in the future may invest, in new business strategies or acquisitions. Such endeavors may involve
significant risks and uncertainties, including distraction of management from current operations, greater than expected liabilities
and expenses, inadequate return of capital and unidentified issues not discovered in the Company’s due diligence. These new
ventures are inherently risky and may not be successful.
The Company’s business and reputation may be impacted by information technology system failures or network disruptions.
The Company may be subject to information technology system failures and network disruptions. These may be caused by natural
disasters, accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic
break-ins, or other events or disruptions. System redundancy may be ineffective or inadequate, and the Company’s disaster recovery
planning may not be sufficient for all eventualities. Such failures or disruptions could, among other things, prevent access to the
Company’s online stores and services, preclude retail store transactions, compromise Company or customer data, and result in
delayed or cancelled orders. System failures and disruptions could also impede the manufacturing and shipping of products, delivery
of online services, transactions processing and financial reporting.
The Company requires user names and passwords in order to access its information technology systems. The Company also uses
encryption and authentication technologies designed to secure the transmission and storage of data and prevent access to Company
data or accounts. As with all companies, these security measures are subject to third-party security breaches, employee error,
malfeasance, faulty password management, or other irregularities. For example, third parties may attempt to fraudulently induce
employees or customers into disclosing user names, passwords or other sensitive information, which may in turn be used to access
the Company’s information technology systems. To help protect customers and the Company, the Company monitors accounts and
systems for unusual activity and may freeze accounts under suspicious circumstances, which may result in the delay or loss of
customer orders.
The Company devotes significant resources to network security, data encryption and other security measures to protect its systems
and data, but these security measures cannot provide absolute security. To the extent the Company was to experience a breach of
its systems and was unable to protect sensitive data, such a breach could materially damage business partner and customer
relationships, and curtail or otherwise adversely impact access to online stores and services. Moreover, if a computer security breach
affects the Company’s systems or results in the unauthorized release of PII, the Company’s reputation and brand could be materially
damaged, use of the Company’s products and services could decrease, and the Company could be exposed to a risk of loss or
litigation and possible liability. While the Company maintains insurance coverage that, subject to policy terms and conditions and
subject to a significant self-insured retention, is designed to address certain aspects of cyber risks, such insurance coverage may
be insufficient to cover all losses or all types of claims that may arise in the continually evolving area of cyber risk.
The Company is also subject to payment card association rules and obligations under its contracts with payment card processors.
Under these rules and obligations, if information is compromised, the Company could be liable to payment card issuers for associated
expenses and penalties. In addition, if the Company fails to follow payment card industry security standards, even if no customer
information is compromised, the Company could incur significant fines or experience a significant increase in payment card
transaction costs.
The Company’s business is subject to a variety of U.S. and international laws, rules, policies and other obligations regarding
data protection.
The Company is subject to federal, state and international laws relating to the collection, use, retention, security and transfer of PII.
In many cases, these laws apply not only to third-party transactions, but also may restrict transfers of PII among the Company and
its international subsidiaries. Several jurisdictions have passed laws in this area, and other jurisdictions are considering imposing
additional restrictions. These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Complying with
emerging and changing international requirements may cause the Company to incur substantial costs or require the Company to
change its business practices. Noncompliance could result in significant penalties or legal liability.
The Company makes statements about its use and disclosure of PII through its privacy policy, information provided on its website
and press statements. Any failure by the Company to comply with these public statements or with other federal, state or international
privacy-related or data protection laws and regulations could result in proceedings against the Company by governmental entities
or others. Penalties could include ongoing audit requirements or significant legal liability.
The Company’s success depends largely on the continued service and availability of key personnel.
Much of the Company’s future success depends on the continued availability and service of key personnel, including its Chief
Executive Officer, executive team and other highly skilled employees. Experienced personnel in the technology industry are in high
demand and competition for their talents is intense, especially in Silicon Valley, where most of the Company’s key personnel are
located.
The Company expects its quarterly revenue and operating results to fluctuate.
The Company’s profit margins vary across its products and distribution channels. The Company’s software, accessories, and service
and support contracts generally have higher gross margins than certain of the Company’s other products. Gross margins on the
Company’s hardware products vary across product lines and can change over time as a result of product transitions, pricing and
configuration changes, and component, warranty, and other cost fluctuations. The Company’s direct sales generally have higher
associated gross margins than its indirect sales through its channel partners. In addition, the Company’s gross margin and operating
margin percentages, as well as overall profitability, may be materially adversely impacted as a result of a shift in product, geographic
or channel mix, component cost increases, the strengthening U.S. dollar, price competition, or the introduction of new products,
including those that have higher cost structures with flat or reduced pricing.
The Company has typically experienced higher net sales in its first quarter compared to other quarters due in part to seasonal
holiday demand. Additionally, new product introductions can significantly impact net sales, product costs and operating expenses.
Further, the Company generates a majority of its net sales from a single product and a decline in demand for that product could
significantly impact quarterly net sales. The Company could also be subject to unexpected developments late in a quarter, such as
lower-than-anticipated demand for the Company’s products, issues with new product introductions, an internal systems failure, or
failure of one of the Company’s logistics, components supply, or manufacturing partners.
The Company uses derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to
fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any, or more than a portion, of the
adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place.
The Company is exposed to credit risk and fluctuations in the market values of its investment portfolio.
Given the global nature of its business, the Company has both domestic and international investments. Credit ratings and pricing
of the Company’s investments can be negatively affected by liquidity, credit deterioration, financial results, economic risk, political
risk, sovereign risk or other factors. As a result, the value and liquidity of the Company’s cash, cash equivalents and marketable
securities may fluctuate substantially. Therefore, although the Company has not realized any significant losses on its cash, cash
equivalents and marketable securities, future fluctuations in their value could result in a significant realized loss.
The Company is exposed to credit risk on its trade accounts receivable, vendor non-trade receivables and prepayments
related to long-term supply agreements, and this risk is heightened during periods when economic conditions worsen.
The Company distributes its products through third-party cellular network carriers, wholesalers, retailers and value-added resellers.
The Company also sells its products directly to small and mid-sized businesses and education, enterprise and government customers.
A substantial majority of the Company’s outstanding trade receivables are not covered by collateral, third-party financing
arrangements or credit insurance. The Company’s exposure to credit and collectability risk on its trade receivables is higher in certain
international markets and its ability to mitigate such risks may be limited. The Company also has unsecured vendor non-trade
receivables resulting from purchases of components by outsourcing partners and other vendors that manufacture sub-assemblies
or assemble final products for the Company. In addition, the Company has made prepayments associated with long-term supply
agreements to secure supply of inventory components. As of September 24, 2016, a significant portion of the Company’s trade
receivables was concentrated within cellular network carriers, and its vendor non-trade receivables and prepayments related to
long-term supply agreements were concentrated among a few individual vendors located primarily in Asia. While the Company has
procedures to monitor and limit exposure to credit risk on its trade and vendor non-trade receivables, as well as long-term prepayments,
there can be no assurance such procedures will effectively limit its credit risk and avoid losses.
The Company could be subject to changes in its tax rates, the adoption of new U.S. or international tax legislation or exposure
to additional tax liabilities.
The Company is subject to taxes in the U.S. and numerous foreign jurisdictions, including Ireland, where a number of the Company’s
subsidiaries are organized. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant
change. The Company’s effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory
tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation, including in
the U.S. and Ireland.
The Company is also subject to the examination of its tax returns and other tax matters by the U.S. Internal Revenue Service (the
"IRS") and other tax authorities and governmental bodies. The Company regularly assesses the likelihood of an adverse outcome
resulting from these examinations to determine the adequacy of its provision for taxes. There can be no assurance as to the outcome
of these examinations. If the Company’s effective tax rates were to increase, particularly in the U.S. or Ireland, or if the ultimate
determination of the Company’s taxes owed is for an amount in excess of amounts previously accrued, the Company’s financial
condition, operating results and cash flows could be adversely affected.
Item 2. Properties
The Company’s headquarters are located in Cupertino, California. As of September 24, 2016, the Company owned 7.1 million square
feet and leased 22.3 million square feet of building space, primarily in the U.S. Additionally, the Company owned a total of 2,583
acres of land primarily in the U.S.
As of September 24, 2016, the Company owned facilities and land for R&D, corporate functions and data centers at various locations
throughout the U.S., including land in California that is being developed for the Company’s second corporate campus. Outside the
U.S., the Company owned additional facilities and land for various purposes.
The Company believes its existing facilities and equipment, which are used by all operating segments, are in good operating condition
and are suitable for the conduct of its business. The Company has invested in internal capacity and strategic relationships with
outside manufacturing vendors and continues to make investments in capital equipment as needed to meet anticipated demand for
its products.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
The Company’s common stock is traded on the NASDAQ Stock Market LLC (“NASDAQ”) under the symbol AAPL.
Holders
As of October 14, 2016, there were 25,641 shareholders of record.
Dividends
The Company paid a total of $12.0 billion and $11.4 billion in dividends during 2016 and 2015, respectively, and expects to pay
quarterly dividends of $0.57 per common share each quarter, subject to declaration by the Board of Directors. The Company also
plans to increase its dividend on an annual basis, subject to declaration by the Board of Directors.
Total Number
of Shares Approximate
Purchased as Dollar Value of
Average Part of Publicly Shares That May
Total Number Price Announced Yet Be Purchased
of Shares Paid Per Plans or Under the Plans
Periods Purchased Share Programs or Programs (1)
June 26, 2016 to July 30, 2016:
Open market and privately negotiated
purchases 9,036 $ 96.83 9,036
(1) In April 2016, the Company’s Board of Directors increased the Company's share repurchase program authorization from $140
billion to $175 billion of the Company’s common stock. As of September 24, 2016, $133 billion of the $175 billion had been
utilized. The remaining $42 billion in the table represents the amount available to repurchase shares under the authorized
repurchase program as of September 24, 2016. The Company’s share repurchase program does not obligate it to acquire any
specific number of shares. Under the program, shares may be repurchased in privately negotiated and/or open market
transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.
(2) In May 2016, the Company entered into an accelerated share repurchase arrangement ("ASR") to purchase up to $6.0 billion
of the Company's common stock. In August 2016, the purchase period for this ASR ended and an additional 12.3 million shares
were delivered and retired. In total, 60.5 million shares were delivered under this ASR at an average repurchase price of $99.25.
(3) In August 2016, the Company entered into a new ASR to purchase up to $3.0 billion of the Company’s common stock. In exchange
for an up-front payment of $3.0 billion, the financial institution party to the arrangement committed to deliver shares to the
Company during the ASR’s purchase period, which will end in or before November 2016. The total number of shares ultimately
delivered, and therefore the average price paid per share, will be determined at the end of the applicable purchase period based
on the volume weighted-average price of the Company’s common stock during that period.
* $100 invested on 9/23/11 in stock or index, including reinvestment of dividends. Data points are the last day of each fiscal year
for the Company’s common stock and September 30th for indexes.
Copyright© 2016 S&P, a division of McGraw Hill Financial. All rights reserved.
Copyright© 2016 Dow Jones & Co. All rights reserved.
Cash dividends declared per share $ 2.18 $ 1.98 $ 1.82 $ 1.64 $ 0.38
Total cash, cash equivalents and marketable securities $ 237,585 $ 205,666 $ 155,239 $ 146,761 $ 121,251
Total assets $ 321,686 $ 290,345 $ 231,839 $ 207,000 $ 176,064
Commercial paper $ 8,105 $ 8,499 $ 6,308 $ — $ —
(1)
Total term debt $ 78,927 $ 55,829 $ 28,987 $ 16,960 $ —
Other long-term obligations (2) $ 36,074 $ 33,427 $ 24,826 $ 20,208 $ 16,664
Total liabilities $ 193,437 $ 170,990 $ 120,292 $ 83,451 $ 57,854
Total shareholders’ equity $ 128,249 $ 119,355 $ 111,547 $ 123,549 $ 118,210
In April 2015, the Company announced a significant increase to its capital return program by raising the expected total size of the
program to $200 billion through March 2017. This included increasing its share repurchase authorization to $140 billion and raising
its quarterly dividend to $0.52 per share beginning in May 2015. During 2015, the Company spent $36.0 billion to repurchase shares
of its common stock and paid dividends and dividend equivalents of $11.6 billion. Additionally, the Company issued $14.5 billion of
U.S. dollar-denominated, €4.8 billion of euro-denominated, SFr1.3 billion of Swiss franc-denominated, £1.3 billion of British pound-
denominated, A$2.3 billion of Australian dollar-denominated and ¥250.0 billion of Japanese yen-denominated term debt during 2015.
(1) Includes deferrals and amortization of related software upgrade rights and non-software services.
(2) Includes revenue from Internet Services, AppleCare®, Apple Pay, licensing and other services.
(3) Includes sales of Apple TV, Apple Watch, Beats® products, iPod and Apple-branded and third-party accessories.
iPhone net sales and unit sales decreased during 2016 compared to 2015. The Company believes the sales decline is due primarily
to a lower rate of iPhone upgrades during 2016 compared to 2015 and challenging macroeconomic conditions in a number of major
markets in 2016. Average selling prices (“ASPs”) for iPhone were lower year-over-year during 2016 due primarily to a different mix
of iPhones, including the iPhone SE introduced in 2016, and the effect of weakness in most foreign currencies relative to the U.S.
dollar.
The year-over-year growth in iPhone net sales and unit sales during 2015 primarily resulted from strong demand for iPhone 6 and
6 Plus during 2015. Overall ASPs for iPhone increased during 2015 compared to 2014, due primarily to the introduction of iPhone
6 and 6 Plus in September 2014, partially offset by the effect of weakness in most foreign currencies relative to the U.S. dollar.
iPad
The following table presents iPad net sales and unit sales information for 2016, 2015 and 2014 (dollars in millions and units in
thousands):
iPad net sales decreased during 2016 compared to 2015 primarily due to lower unit sales and the effect of weakness in most foreign
currencies relative to the U.S. dollar, partially offset by higher ASPs due to a shift in mix to higher-priced iPads. The Company believes
the decline in iPad sales is due in part to a longer repurchase cycle for iPads and some level of cannibalization from the Company's
other products.
Net sales and unit sales for iPad declined during 2015 compared to 2014. The Company believes the decline in iPad sales is due
in part to a longer repurchase cycle for iPads and some level of cannibalization from the Company's other products. iPad ASPs
declined during 2015 compared to 2014, primarily as a result of the effect of weakness in most foreign currencies relative to the U.S.
dollar and a shift in mix to lower-priced iPads.
Mac
The following table presents Mac net sales and unit sales information for 2016, 2015 and 2014 (dollars in millions and units in
thousands):
Mac net sales and unit sales decreased during 2016 compared to 2015. The year-over-year decline in Mac unit sales during 2016
was at rates similar to the overall market. The effect of weakness in most foreign currencies relative to the U.S. dollar also negatively
impacted Mac net sales.
The year-over-year growth in Mac net sales and unit sales during 2015 was driven by strong demand for Mac portables. Mac ASPs
declined during 2015 compared to 2014 largely due to the effect of weakness in most foreign currencies relative to the U.S. dollar.
The year-over-year increase in net sales of Services in 2016 was due primarily to growth from the App Store, licensing and AppleCare
sales, partially offset by the effect of weakness in most foreign currencies relative to the U.S. dollar. During the first quarter of 2016,
the Company received $548 million from Samsung Electronics Co., Ltd. related to its patent infringement lawsuit, which was recorded
as licensing net sales within Services.
The increase in net sales of Services during 2015 compared to 2014 was primarily due to growth from the App Store and licensing.
Americas
The following table presents Americas net sales information for 2016, 2015 and 2014 (dollars in millions):
Americas net sales decreased during 2016 compared to 2015 due primarily to lower net sales and unit sales of iPhone.
The year-over-year growth in Americas net sales during 2015 was driven primarily by growth in net sales and unit sales of iPhone,
partially offset by a decline in net sales and unit sales of iPad.
Europe
The following table presents Europe net sales information for 2016, 2015 and 2014 (dollars in millions):
Europe net sales decreased during 2016 compared to 2015 driven primarily by the effect of weakness in foreign currencies relative
to the U.S. dollar and a decrease in unit sales of Mac, largely offset by an increase in iPhone unit sales and Services.
The year-over-year increase in Europe net sales during 2015 was driven primarily by growth in net sales and unit sales of iPhone,
partially offset by the effect of weakness in foreign currencies relative to the U.S. dollar and a decline in net sales and unit sales of
iPad.
Greater China net sales decreased during 2016 compared to 2015 due primarily to lower net sales and unit sales of iPhone and the
effect of weakness in foreign currencies relative to the U.S. dollar.
Greater China experienced strong year-over-year increases in net sales during 2015 driven primarily by iPhone sales.
Japan
The following table presents Japan net sales information for 2016, 2015 and 2014 (dollars in millions):
Japan net sales increased during 2016 compared to 2015 due primarily to higher net sales of Services and the strength in the
Japanese yen relative to the U.S. dollar.
The year-over-year increase in Japan net sales during 2015 was driven primarily by growth in Services largely associated with strong
App Store sales, partially offset by the effect of weakness in the Japanese yen relative to the U.S. dollar.
Rest of Asia Pacific net sales decreased during 2016 compared to 2015 due primarily to lower net sales and unit sales of iPhone
and the effect of weakness in foreign currencies relative to the U.S. dollar.
The year-over-year increase in Rest of Asia Pacific net sales during 2015 primarily reflects strong growth in net sales and unit sales
of iPhone, partially offset by the effect of weakness in foreign currencies relative to the U.S. dollar and a decline in net sales and
unit sales of iPad.
Gross Margin
Gross margin for 2016, 2015 and 2014 is as follows (dollars in millions):
Gross margin decreased in 2016 compared to 2015 due primarily to the effect of weakness in most foreign currencies relative to the
U.S. dollar and, to a lesser extent, unfavorable leverage on fixed costs from lower net sales, partially offset by a favorable shift in
mix to Services.
The year-over-year increase in the gross margin percentage in 2015 was driven primarily by a favorable shift in mix to products with
higher margins and, to a lesser extent, by improved leverage on fixed costs from higher net sales. These positive factors were partially
offset primarily by higher product cost structures and, to a lesser extent, by the effect of weakness in most foreign currencies relative
to the U.S. dollar.
Operating Expenses
Operating expenses for 2016, 2015 and 2014 are as follows (dollars in millions):
The year-over-year increase in other income/(expense), net during 2016 and 2015 was due primarily to higher interest income,
partially offset by higher interest expense on debt and higher expenses associated with foreign exchange activity. The weighted-
average interest rate earned by the Company on its cash, cash equivalents and marketable securities was 1.73%, 1.49% and 1.11%
in 2016, 2015 and 2014, respectively.
The Company’s effective tax rates for 2016, 2015 and 2014 differ from the statutory federal income tax rate of 35% due primarily to
certain undistributed foreign earnings, a substantial portion of which was generated by subsidiaries organized in Ireland, for which
no U.S. taxes are provided when such earnings are intended to be indefinitely reinvested outside the U.S. The lower effective tax
rate in 2016 compared to 2015 was due primarily to greater R&D tax credits. The higher effective tax rate during 2015 compared to
2014 was due primarily to higher foreign taxes.
As of September 24, 2016, the Company had deferred tax assets arising from deductible temporary differences, tax losses and tax
credits of $4.1 billion and deferred tax liabilities of $26.0 billion. Management believes it is more likely than not that forecasted
income, including income that may be generated as a result of certain tax planning strategies, together with future reversals of
existing taxable temporary differences, will be sufficient to fully recover the deferred tax assets. The Company will continue to evaluate
the realizability of deferred tax assets quarterly by assessing the need for and the amount of a valuation allowance.
During the fourth quarter of 2016, the Company reached a partial settlement with the IRS on its examination of the years 2010
through 2012. In connection with this settlement, the Company recognized a tax benefit in the fourth quarter of 2016 that was not
significant to its consolidated financial statements. All years prior to 2013 are closed, except for the years 2010 through 2012 relating
to R&D tax credits. In addition, the Company is subject to audits by state, local and foreign tax authorities. In major states and major
foreign jurisdictions, the years subsequent to 2003 generally remain open and could be subject to examination by the taxing authorities.
Management believes that adequate provisions have been made for any adjustments that may result from tax examinations. However,
the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a
manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in
the period such resolution occurs.
On August 30, 2016, the European 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 orders Ireland to calculate and recover additional taxes from the Company for the
period June 2003 through September 2014. Irish legislative changes, effective as of the beginning of 2015, eliminated the application
of the tax opinions from that date forward. The Company believes the State Aid Decision to be without merit and intends to appeal
to the General Court of the Court of Justice of the European Union. Ireland has also announced its intention to appeal the State Aid
Decision. While the European Commission announced a recovery amount of up to €13 billion, plus interest, the actual amount of
additional taxes subject to recovery is to be calculated by Ireland in accordance with the European Commission's guidance. Once
the recovery amount is computed by Ireland, the Company anticipates funding it, including interest, out of foreign cash into escrow,
pending conclusion of all appeals. The Company believes that any incremental Irish corporate income taxes potentially due would
be creditable against U.S. taxes.
Stock Compensation
In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee
Share-Based Payment Accounting (“ASU 2016-09”), which simplified certain aspects of the accounting for share-based payment
transactions, including income taxes, classification of awards and classification on the statement of cash flows. ASU 2016-09 will
be effective for the Company beginning in its first quarter of 2018. The Company is currently evaluating the impact of adopting ASU
2016-09 on its consolidated financial statements.
Financial Instruments
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspects of recognition,
measurement, presentation and disclosure of financial instruments. ASU 2016-01 will be effective for the Company beginning in its
first quarter of 2019. The Company does not believe the adoption of ASU 2016-01 will have a material impact on its consolidated
financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments (“ASU 2016-13”), which modifies the measurement of expected credit losses of certain financial instruments.
ASU 2016-13 will be effective for the Company beginning in its first quarter of 2021 and early adoption is permitted. The Company
does not believe the adoption of ASU 2016-13 will have a material impact on its consolidated financial statements.
Revenue Recognition
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which
amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition
of revenue at an amount an entity expects to be entitled when products are transferred to customers. ASU 2014-09 will be effective
for the Company beginning in its first quarter of 2019, and early adoption is permitted.
Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts
with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”); ASU No. 2016-10, Revenue from Contracts with
Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”); and ASU No. 2016-12, Revenue from
Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”). The Company must
adopt ASU 2016-08, ASU 2016-10 and ASU 2016-12 with ASU 2014-09 (collectively, the “new revenue standards”).
The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative
effect recognized as of the date of adoption. The Company currently expects to adopt the new revenue standards in its first quarter
of 2018 utilizing the full retrospective transition method. The Company does not expect adoption of the new revenue standards to
have a material impact on its consolidated financial statements.
The Company believes its existing balances of cash, cash equivalents and marketable securities will be sufficient to satisfy its
working capital needs, capital asset purchases, outstanding commitments and other liquidity requirements associated with its existing
operations over the next 12 months. The Company currently anticipates the cash used for future dividends, the share repurchase
program and debt repayments will come from its current domestic cash, cash generated from on-going U.S. operating activities and
from borrowings.
The Company’s marketable securities investment portfolio is invested primarily in highly-rated securities and its investment policy
generally limits the amount of credit exposure to any one issuer. The policy requires investments generally to be investment grade
with the objective of minimizing the potential risk of principal loss.
During 2016, cash generated from operating activities of $65.8 billion was a result of $45.7 billion of net income, non-cash adjustments
to net income of $19.7 billion and an increase in the net change in operating assets and liabilities of $484 million. Cash used in
investing activities of $46.0 billion during 2016 consisted primarily of cash used for purchases of marketable securities, net of sales
and maturities, of $30.6 billion and cash used to acquire property, plant and equipment of $12.7 billion. Cash used in financing
activities of $20.5 billion during 2016 consisted primarily of cash used to repurchase common stock of $29.7 billion, cash used to
pay dividends and dividend equivalents of $12.2 billion and cash used to repay term debt of $2.5 billion, partially offset by net
proceeds from the issuance of term debt of $25.0 billion.
During 2015, cash generated from operating activities of $81.3 billion was a result of $53.4 billion of net income, non-cash adjustments
to net income of $16.2 billion and an increase in the net change in operating assets and liabilities of $11.6 billion. Cash used in
investing activities of $56.3 billion during 2015 consisted primarily of cash used for purchases of marketable securities, net of sales
and maturities, of $44.4 billion and cash used to acquire property, plant and equipment of $11.2 billion. Cash used in financing
activities of $17.7 billion during 2015 consisted primarily of cash used to repurchase common stock of $35.3 billion and cash used
to pay dividends and dividend equivalents of $11.6 billion, partially offset by net proceeds from the issuance of term debt of $27.1
billion.
Capital Assets
The Company’s capital expenditures were $12.8 billion during 2016. The Company anticipates utilizing approximately $16.0 billion
for capital expenditures during 2017, which includes product tooling and manufacturing process equipment; data centers; corporate
facilities and infrastructure, including information systems hardware, software and enhancements; and retail store facilities.
Debt
The Company issues unsecured short-term promissory notes (“Commercial Paper”) pursuant to a commercial paper program. The
Company uses the net proceeds from the commercial paper program for general corporate purposes, including dividends and share
repurchases. As of September 24, 2016, the Company had $8.1 billion of Commercial Paper outstanding, with a weighted-average
interest rate of 0.45% and maturities generally less than nine months.
As of September 24, 2016, the Company has outstanding floating- and fixed-rate notes with varying maturities for an aggregate
principal amount of $78.4 billion (collectively the “Notes”). During 2016, the Company repaid $2.5 billion of its Notes upon maturity.
The Company has entered, and in the future may enter, into interest rate swaps to manage interest rate risk on the Notes. In addition,
the Company has entered, and in the future may enter, into currency swaps to manage foreign currency risk on the Notes. The future
principal payments for the Company’s Notes as of September 24, 2016 are as follows (in millions):
2017 $ 3,500
2018 6,500
2019 6,834
2020 6,454
2021 7,750
Thereafter 47,346
Total term debt $ 78,384
Further information regarding the Company’s debt issuances and related hedging activity can be found in Part II, Item 8 of this Form
10-K in the Notes to the Consolidated Financial Statements in Note 2, “Financial Instruments” and Note 6, “Debt.”
The following table presents the Company’s dividends, dividend equivalents, share repurchases and net share settlement activity
from the start of the capital return program in August 2012 through September 24, 2016 (in millions):
The Company expects to execute its capital return program by the end of March 2018 by paying dividends and dividend equivalents,
repurchasing shares and remitting withheld taxes related to net share settlement of restricted stock units. The Company plans to
continue to access the domestic and international debt markets to assist in funding its capital return program.
The following table presents certain payments due by the Company under contractual obligations with minimum firm commitments
as of September 24, 2016, and excludes amounts already recorded on the Consolidated Balance Sheet, except for term debt (in
millions):
Operating Leases
As of September 24, 2016, the Company’s total future minimum lease payments under noncancelable operating leases were $7.6
billion. The Company’s retail store and other facility leases are typically for terms not exceeding 10 years and generally contain multi-
year renewal options.
The Company’s other non-current liabilities in the Consolidated Balance Sheets consist primarily of deferred tax liabilities, gross
unrecognized tax benefits and the related gross interest and penalties. As of September 24, 2016, the Company had non-current
deferred tax liabilities of $26.0 billion. Additionally, as of September 24, 2016, the Company had gross unrecognized tax benefits of
$7.7 billion and an additional $1.0 billion for gross interest and penalties classified as non-current liabilities. At this time, the Company
is unable to make a reasonably reliable estimate of the timing of payments due to uncertainties in the timing of tax audit outcomes;
therefore, such amounts are not included in the above contractual obligation table.
Indemnification
The Company generally does not indemnify end-users of its operating system and application software against legal claims that the
software infringes third-party intellectual property rights. Other agreements entered into by the Company sometimes include
indemnification provisions under which the Company could be subject to costs and/or damages in the event of an infringement
claim against the Company or an indemnified third-party. In the opinion of management, there was not at least a reasonable possibility
the Company may have incurred a material loss with respect to indemnification of end-users of its operating system or application
software for infringement of third-party intellectual property rights.
The Company offers an iPhone Upgrade Program, which is available to customers who purchase a qualifying iPhone in the U.S.,
the U.K. and mainland China. The iPhone Upgrade Program provides customers the right to trade in that iPhone for a specified
amount when purchasing a new iPhone, provided certain conditions are met. The Company accounts for the trade-in right as a
guarantee liability and recognizes arrangement revenue net of the fair value of such right with subsequent changes to the guarantee
liability recognized within revenue.
The Company has entered into indemnification agreements with its directors and executive officers. Under these agreements, the
Company has agreed to indemnify such individuals to the fullest extent permitted by law against liabilities that arise by reason of
their status as directors or officers and to advance expenses incurred by such individuals in connection with related legal proceedings.
It is not possible to determine the maximum potential amount of payments the Company could be required to make under these
agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each claim.
However, the Company maintains directors and officers liability insurance coverage to reduce its exposure to such obligations.
Management believes the Company’s critical accounting policies and estimates are those related to revenue recognition, valuation
and impairment of marketable securities, inventory valuation, valuation of manufacturing-related assets and estimation of purchase
commitment cancellation fees, warranty costs, income taxes, and legal and other contingencies. Management considers these
policies critical because they are both important to the portrayal of the Company’s financial condition and operating results, and
they require management to make judgments and estimates about inherently uncertain matters. The Company’s senior management
has reviewed these critical accounting policies and related disclosures with the Audit and Finance Committee of the Company’s
Board of Directors.
For multi-element arrangements that include hardware products containing software essential to the hardware product’s functionality,
undelivered software elements that relate to the hardware product’s essential software and/or undelivered non-software services,
the Company allocates revenue to all deliverables based on their relative selling prices. In such circumstances, the Company uses
a hierarchy to determine the selling price to be used for allocating revenue to deliverables: (i) vendor-specific objective evidence of
fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”) and (iii) best estimate of selling price (“ESP”). VSOE generally
exists only when the Company sells the deliverable separately and is the price actually charged by the Company for that deliverable.
ESPs reflect the Company’s best estimates of what the selling prices of elements would be if they were sold regularly on a stand-
alone basis.
For sales of qualifying versions of iOS devices, Mac, Apple Watch and Apple TV, the Company has indicated it may from time to
time provide future unspecified software upgrades to the device’s essential software and/or non-software services free of charge.
Because the Company has neither VSOE nor TPE for the unspecified software upgrade rights or the non-software services, revenue
is allocated to these rights and services based on the Company’s ESPs. Revenue allocated to the unspecified software upgrade
rights and non-software services based on the Company’s ESPs is deferred and recognized on a straight-line basis over the estimated
period the software upgrades and non-software services are expected to be provided.
The Company’s process for determining ESPs involves management’s judgment and considers multiple factors that may vary over
time depending upon the unique facts and circumstances related to each deliverable. Should future facts and circumstances change,
the Company’s ESPs and the future rate of related amortization for unspecified software upgrades and non-software services related
to future sales of these devices could change. Factors subject to change include the unspecified software upgrade rights and non-
software services offered, the estimated value of unspecified software upgrade rights and non-software services and the estimated
period unspecified software upgrades and non-software services are expected to be provided.
The Company records reductions to revenue for estimated commitments related to price protection and other customer incentive
programs. For transactions involving price protection, the Company recognizes revenue net of the estimated amount to be refunded,
provided the refund amount can be reasonably and reliably estimated and the other conditions for revenue recognition have been
met. The Company’s policy requires that, if refunds cannot be reliably estimated, revenue is not recognized until reliable estimates
can be made or the price protection lapses. For the Company’s other customer incentive programs, the estimated cost is recognized
at the later of the date at which the Company has sold the product or the date at which the program is offered. The Company also
records reductions to revenue for expected future product returns based on the Company’s historical experience. Future market
conditions and product transitions may require the Company to increase customer incentive programs that could result in reductions
to future revenue. Additionally, certain customer incentive programs require management to estimate the number of customers who
will actually redeem the incentive. Management’s estimates are based on historical experience and the specific terms and conditions
of particular incentive programs. If a greater than estimated proportion of customers redeems such incentives, the Company would
be required to record additional reductions to revenue, which would have an adverse impact on the Company’s operating results.
Inventory Valuation, Valuation of Manufacturing-Related Assets and Estimation of Purchase Commitment Cancellation Fees
The Company must purchase components and build inventory in advance of product shipments and has invested in manufacturing-
related assets, including capital assets held at its suppliers’ facilities. In addition, the Company has made prepayments to certain
of its suppliers associated with long-term supply agreements to secure supply of inventory components. The Company records a
write-down for inventories of components and products, including third-party products held for resale, which have become obsolete
or are in excess of anticipated demand or net realizable value. The Company performs a detailed review of inventory that considers
multiple factors including demand forecasts, product life cycle status, product development plans, current sales levels and component
cost trends. The Company also reviews its manufacturing-related capital assets and inventory prepayments for impairment whenever
events or circumstances indicate the carrying amount of such assets may not be recoverable. If the Company determines that an
asset is not recoverable, it records an impairment loss equal to the amount by which the carrying value of such an asset exceeds
its fair value.
The industries in which the Company competes are subject to a rapid and unpredictable pace of product and component obsolescence
and demand changes. In certain circumstances the Company may be required to record additional write-downs of inventory and/
or impairments of manufacturing-related assets or inventory prepayments. These circumstances include future demand or market
conditions for the Company’s products being less favorable than forecasted, unforeseen technological changes or changes to the
Company’s product development plans that negatively impact the utility of any of these assets, or significant deterioration in the
financial condition of one or more of the Company’s suppliers that hold any of the Company’s manufacturing-related assets or to
whom the Company has made an inventory prepayment. Such write-downs would adversely affect the Company’s financial condition
and operating results in the period when the additional write-downs were recorded.
The Company accrues for estimated purchase commitment cancellation fees related to inventory orders that have been cancelled
or are expected to be cancelled. Consistent with industry practice, the Company acquires components through a combination of
purchase orders, supplier contracts, and open orders in each case based on projected demand. Manufacturing purchase obligations
typically cover the Company’s forecasted component and manufacturing requirements for periods up to 150 days. If there is an
abrupt and substantial decline in demand for one or more of the Company’s products, a change in the Company’s product development
plans, or an unanticipated change in technological requirements for any of the Company’s products, the Company may be required
to record additional accruals for cancellation fees that would adversely affect its results of operations in the period when the
cancellation fees were identified and recorded.
Warranty Costs
The Company accrues for the estimated cost of warranties in the period the related revenue is recognized based on historical and
projected warranty claim rates, historical and projected cost-per-claim and knowledge of specific product failures that are outside
of the Company’s typical experience. The Company regularly reviews these estimates and the current installed base of products
subject to warranty protection to assess the appropriateness of its recorded warranty liabilities and adjusts the amounts as necessary.
If actual product failure rates or repair costs differ from estimates, revisions to the estimated warranty liabilities would be required
and could materially affect the Company’s financial condition and operating results.
The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be
sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the
financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement.
Management believes it is more likely than not that forecasted income, including income that may be generated as a result of certain
tax planning strategies, together with future reversals of existing taxable temporary differences, will be sufficient to fully recover the
deferred tax assets. In the event that the Company determines all or part of the net deferred tax assets are not realizable in the
future, the Company will record an adjustment to the valuation allowance that would be charged to earnings in the period such
determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of
uncertainties in the application of GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with
management’s expectations could have a material impact on the Company’s financial condition and operating results.
The Company’s investment policy and strategy are focused on preservation of capital and supporting the Company’s liquidity
requirements. The Company uses a combination of internal and external management to execute its investment strategy and achieve
its investment objectives. The Company typically invests in highly-rated securities, and its investment policy generally limits the
amount of credit exposure to any one issuer. The policy requires investments generally to be investment grade, with the primary
objective of minimizing the potential risk of principal loss. To provide a meaningful assessment of the interest rate risk associated
with the Company’s investment portfolio, the Company performed a sensitivity analysis to determine the impact a change in interest
rates would have on the value of the investment portfolio assuming a 100 basis point parallel shift in the yield curve. Based on
investment positions as of September 24, 2016 and September 26, 2015, a hypothetical 100 basis point increase in interest rates
across all maturities would result in a $4.9 billion and $4.3 billion incremental decline in the fair market value of the portfolio,
respectively. Such losses would only be realized if the Company sold the investments prior to maturity.
As of September 24, 2016 and September 26, 2015, the Company had outstanding floating- and fixed-rate notes with varying
maturities for an aggregate carrying amount of $78.9 billion and $55.8 billion, respectively. The Company has entered, and may
enter in the future, into interest rate swaps to manage interest rate risk on its outstanding term debt. Interest rate swaps allow the
Company to effectively convert fixed-rate payments into floating-rate payments or floating-rate payments into fixed-rate payments.
Gains and losses on these instruments are generally offset by the corresponding losses and gains on the related hedging instrument.
A 100 basis point increase in market interest rates would cause interest expense on the Company’s debt as of September 24, 2016
and September 26, 2015 to increase by $271 million and $200 million on an annualized basis, respectively.
Further details regarding the Company’s debt is provided in Part II, Item 8 of this Form 10-K in the Notes to Consolidated Financial
Statements in Note 6, “Debt.”
The Company may enter into foreign currency forward and option contracts with financial institutions to protect against foreign
exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions, forecasted future cash
flows and net investments in foreign subsidiaries. In addition, the Company has entered, and may enter in the future, into non-
designated foreign currency contracts to partially offset the foreign currency exchange gains and losses on its foreign-denominated
debt issuances. The Company’s practice is to hedge a portion of its material foreign exchange exposures, typically for up to 12
months. However, the Company may choose not to hedge certain foreign exchange exposures for a variety of reasons, including
but not limited to accounting considerations and the prohibitive economic cost of hedging particular exposures.
Actual future gains and losses associated with the Company’s investment portfolio and derivative positions may differ materially
from the sensitivity analyses performed as of September 24, 2016 due to the inherent limitations associated with predicting the
timing and amount of changes in interest rates, foreign currency exchanges rates and the Company’s actual exposures and positions.
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts
sufficient to require submission of the schedule, or because the information required is included in the consolidated financial
statements and notes thereto.
Years ended
September 24, September 26, September 27,
2016 2015 2014
Net sales $ 215,639 $ 233,715 $ 182,795
Cost of sales 131,376 140,089 112,258
Gross margin 84,263 93,626 70,537
Operating expenses:
Research and development 10,045 8,067 6,041
Selling, general and administrative 14,194 14,329 11,993
Total operating expenses 24,239 22,396 18,034
Years ended
September 24, September 26, September 27,
2016 2015 2014
Net income $ 45,687 $ 53,394 $ 39,510
Other comprehensive income/(loss):
Change in foreign currency translation, net of tax effects of $8, $201
and $50, respectively 75 (411) (137)
Shareholders’ equity:
Common stock and additional paid-in capital, $0.00001 par value: 12,600,000 shares
authorized; 5,336,166 and 5,578,753 shares issued and outstanding, respectively 31,251 27,416
Retained earnings 96,364 92,284
Accumulated other comprehensive income/(loss) 634 (345)
Total shareholders’ equity 128,249 119,355
Total liabilities and shareholders’ equity $ 321,686 $ 290,345
Years ended
September 24, September 26, September 27,
2016 2015 2014
Cash and cash equivalents, beginning of the year $ 21,120 $ 13,844 $ 14,259
Operating activities:
Net income 45,687 53,394 39,510
Adjustments to reconcile net income to cash generated by operating
activities:
Depreciation and amortization 10,505 11,257 7,946
Share-based compensation expense 4,210 3,586 2,863
Deferred income tax expense 4,938 1,382 2,347
Changes in operating assets and liabilities:
Accounts receivable, net 1,095 611 (4,232)
Inventories 217 (238) (76)
Vendor non-trade receivables (51) (3,735) (2,220)
Other current and non-current assets 1,090 (179) 167
Accounts payable 1,791 5,400 5,938
Deferred revenue (1,554) 1,042 1,460
Other current and non-current liabilities (2,104) 8,746 6,010
Cash generated by operating activities 65,824 81,266 59,713
Investing activities:
Purchases of marketable securities (142,428) (166,402) (217,128)
Proceeds from maturities of marketable securities 21,258 14,538 18,810
Proceeds from sales of marketable securities 90,536 107,447 189,301
Payments made in connection with business acquisitions, net (297) (343) (3,765)
Payments for acquisition of property, plant and equipment (12,734) (11,247) (9,571)
Payments for acquisition of intangible assets (814) (241) (242)
Payments for strategic investments (1,388) — (10)
Other (110) (26) 26
Cash used in investing activities (45,977) (56,274) (22,579)
Financing activities:
Proceeds from issuance of common stock 495 543 730
Excess tax benefits from equity awards 407 749 739
Payments for taxes related to net share settlement of equity awards (1,570) (1,499) (1,158)
Payments for dividends and dividend equivalents (12,150) (11,561) (11,126)
Repurchases of common stock (29,722) (35,253) (45,000)
Proceeds from issuance of term debt, net 24,954 27,114 11,960
Repayments of term debt (2,500) — —
Change in commercial paper, net (397) 2,191 6,306
Cash used in financing activities (20,483) (17,716) (37,549)
The Company’s fiscal year is the 52 or 53-week period that ends on the last Saturday of September. The Company’s fiscal years
2016, 2015 and 2014 ended on September 24, 2016, September 26, 2015 and September 27, 2014, respectively, and each spanned
52 weeks. An additional week is included in the first fiscal quarter approximately every five or six years to realign fiscal quarters with
calendar quarters, which will next occur in the first quarter of the Company's fiscal year ending September 30, 2017. 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.
During 2016, the Company adopted an accounting standard that simplified the presentation of deferred income taxes by requiring
deferred tax assets and liabilities be classified as noncurrent in a classified statement of financial position. The Company has adopted
this accounting standard prospectively; accordingly, the prior period amounts in the Company’s Consolidated Balance Sheets within
this Annual Report on Form 10-K were not adjusted to conform to the new accounting standard. The adoption of this accounting
standard was not material to the Company’s consolidated financial statements.
Revenue Recognition
Net sales consist primarily of revenue from the sale of hardware, software, digital content and applications, accessories, and service
and support contracts. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred,
the sales price is fixed or determinable and collection is probable. Product is considered delivered to the customer once it has been
shipped and title, risk of loss and rewards of ownership have been transferred. For most of the Company’s product sales, these
criteria are met at the time the product is shipped. For online sales to individuals, for some sales to education customers in the U.S.,
and for certain other sales, the Company defers revenue until the customer receives the product because the Company retains a
portion of the risk of loss on these sales during transit. For payment terms in excess of the Company’s standard payment terms,
revenue is recognized as payments become due unless the Company has positive evidence that the sales price is fixed or
determinable, such as a successful history of collection, without concession, on comparable arrangements. The Company recognizes
revenue from the sale of hardware products, software bundled with hardware that is essential to the functionality of the hardware
and third-party digital content sold on the iTunes Store in accordance with general revenue recognition accounting guidance. The
Company recognizes revenue in accordance with industry specific software accounting guidance for the following types of sales
transactions: (i) standalone sales of software products, (ii) sales of software upgrades and (iii) sales of software bundled with
hardware not essential to the functionality of the hardware.
For the sale of most third-party products, the Company recognizes revenue based on the gross amount billed to customers because
the Company establishes its own pricing for such products, retains related inventory risk for physical products, is the primary obligor
to the customer and assumes the credit risk for amounts billed to its customers. For third-party applications sold through the App
Store and Mac App Store and certain digital content sold through the iTunes Store, the Company does not determine the selling
price of the products and is not the primary obligor to the customer. Therefore, the Company accounts for such sales on a net basis
by recognizing in net sales only the commission it retains from each sale. The portion of the gross amount billed to customers that
is remitted by the Company to third-party app developers and certain digital content owners is not reflected in the Company’s
Consolidated Statements of Operations.
The Company records reductions to revenue for estimated commitments related to price protection and other customer incentive
programs. For transactions involving price protection, the Company recognizes revenue net of the estimated amount to be refunded.
For the Company’s other customer incentive programs, the estimated cost of these programs is recognized at the later of the date
at which the Company has sold the product or the date at which the program is offered. The Company also records reductions to
revenue for expected future product returns based on the Company’s historical experience. Revenue is recorded net of taxes collected
from customers that are remitted to governmental authorities, with the collected taxes recorded as current liabilities until remitted to
the relevant government authority.
For sales of qualifying versions of iPhone, iPad, iPod touch, Mac, Apple Watch and Apple TV, the Company has indicated it may
from time to time provide future unspecified software upgrades to the device’s essential software and/or non-software services free
of charge. The Company has identified up to three deliverables regularly included in arrangements involving the sale of these devices.
The first deliverable, which represents the substantial portion of the allocated sales price, is the hardware and software essential
to the functionality of the hardware device delivered at the time of sale. The second deliverable is the embedded right included with
qualifying devices to receive on a when-and-if-available basis, future unspecified software upgrades relating to the product’s essential
software. The third deliverable is the non-software services to be provided to qualifying devices. The Company allocates revenue
between these deliverables using the relative selling price method. Because the Company has neither VSOE nor TPE for these
deliverables, the allocation of revenue is based on the Company’s ESPs. Revenue allocated to the delivered hardware and the
related essential software is recognized at the time of sale provided the other conditions for revenue recognition have been met.
Revenue allocated to the embedded unspecified software upgrade rights and the non-software services is deferred and recognized
on a straight-line basis over the estimated period the software upgrades and non-software services are expected to be provided.
Cost of sales related to delivered hardware and related essential software, including estimated warranty costs, are recognized at
the time of sale. Costs incurred to provide non-software services are recognized as cost of sales as incurred, and engineering and
sales and marketing costs are recognized as operating expenses as incurred.
The Company’s process for determining its ESP for deliverables without VSOE or TPE considers multiple factors that may vary
depending upon the unique facts and circumstances related to each deliverable including, where applicable, prices charged by the
Company and market trends in the pricing for similar offerings, product specific business objectives, length of time a particular
version of a device has been available, estimated cost to provide the non-software services and the relative ESP of the upgrade
rights and non-software services as compared to the total selling price of the product.
Shipping Costs
Amounts billed to customers related to shipping and handling are classified as revenue, and the Company’s shipping and handling
costs are classified as cost of sales.
Warranty Costs
The Company generally provides for the estimated cost of hardware and software warranties in the period the related revenue is
recognized. The Company assesses the adequacy of its accrued warranty liabilities and adjusts the amounts as necessary based
on actual experience and changes in future estimates.
Advertising Costs
Advertising costs are expensed as incurred and included in selling, general and administrative expenses.
Share-based Compensation
The Company recognizes expense related to share-based payment transactions in which it receives employee services in exchange
for (a) equity instruments of the Company or (b) liabilities that are based on the fair value of the Company’s equity instruments or
that may be settled by the issuance of such equity instruments. Share-based compensation cost for restricted stock and restricted
stock units (“RSUs”) is measured based on the closing fair market value of the Company’s common stock on the date of grant. The
Company recognizes share-based compensation cost over the award’s requisite service period on a straight-line basis for time-
based RSUs and on a graded basis for RSUs that are contingent on the achievement of performance conditions. The Company
recognizes a benefit from share-based compensation in the Consolidated Statements of Shareholders’ Equity if an excess tax benefit
is realized. In addition, the Company recognizes the indirect effects of share-based compensation on R&D tax credits, foreign tax
credits and domestic manufacturing deductions in the Consolidated Statements of Operations. Further information regarding share-
based compensation can be found in Note 9, “Benefit Plans.”
Income Taxes
The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of
assets and liabilities and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using
the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets and liabilities are expected
to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed
more likely than not to be realized.
The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be
sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the
financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of
being realized upon settlement. See Note 5, “Income Taxes” for additional information.
Denominator:
Weighted-average shares outstanding 5,470,820 5,753,421 6,085,572
Effect of dilutive securities 29,461 39,648 37,091
Weighted-average diluted shares 5,500,281 5,793,069 6,122,663
Potentially dilutive securities whose effect would have been antidilutive are excluded from the computation of diluted earnings per
share.
Financial Instruments
For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow
hedges, the effective portion of the gain or loss on the derivative instrument is reported as a component of AOCI in shareholders’
equity and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The
ineffective portion of the gain or loss on the derivative instrument, if any, is recognized in earnings in the current period. To receive
hedge accounting treatment, cash flow hedges must be highly effective in offsetting changes to expected future cash flows on hedged
transactions. For options designated as cash flow hedges, changes in the time value are excluded from the assessment of hedge
effectiveness and are recognized in earnings.
For derivative instruments that hedge the exposure to changes in the fair value of an asset or a liability and that are designated as
fair value hedges, both the net gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item
are recognized in earnings in the current period.
For derivative instruments and foreign currency debt that hedge the exposure to changes in foreign currency exchange rates used
for translation of the net investment in a foreign operation and that are designated as a net investment hedge, the net gain or loss
on the effective portion of the derivative instrument is reported in the same manner as a foreign currency translation adjustment.
For forward exchange contracts designated as net investment hedges, the Company excludes changes in fair value relating to
changes in the forward carry component from its definition of effectiveness. Accordingly, any gains or losses related to this forward
carry component are recognized in earnings in the current period.
Derivatives that do not qualify as hedges are adjusted to fair value through earnings in the current period.
Inventories
Inventories are stated at the lower of cost, computed using the first-in, first-out method and net realizable value. Any adjustments
to reduce the cost of inventories to their net realizable value are recognized in earnings in the current period. As of September 24,
2016 and September 26, 2015, the Company’s inventories consist primarily of finished goods.
The Company does not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be
tested for impairment at least annually or sooner whenever events or changes in circumstances indicate that the assets may be
impaired. The Company performs its goodwill and intangible asset impairment tests in the fourth quarter of each year. The Company
did not recognize any impairment charges related to goodwill or indefinite lived intangible assets during 2016, 2015 and 2014. For
purposes of testing goodwill for impairment, the Company established reporting units based on its current reporting structure.
Goodwill has been allocated to these reporting units to the extent it relates to each reporting unit. In 2016 and 2015, the Company’s
goodwill was primarily allocated to the Americas and Europe reporting units.
The Company amortizes its intangible assets with definite useful lives over their estimated useful lives and reviews these assets
for impairment. The Company typically amortizes its acquired intangible assets with definite useful lives over periods from three to
seven years.
Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical
or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market
data for substantially the full term of the assets or liabilities.
Level 3 – Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants
would use in pricing the asset or liability.
In accordance with the fair value accounting requirements, companies may choose to measure eligible financial instruments and
certain other items at fair value. The Company has not elected the fair value option for any eligible financial instruments.
2016
Level 1:
Money market funds 3,666 — — 3,666 3,666 — —
Mutual funds 1,407 — (146) 1,261 — 1,261 —
Subtotal 5,073 — (146) 4,927 3,666 1,261 —
Level 2:
U.S. Treasury securities 41,697 319 (4) 42,012 1,527 13,492 26,993
U.S. agency securities 7,543 16 — 7,559 2,762 2,441 2,356
Non-U.S. government
securities 7,609 259 (27) 7,841 110 818 6,913
Certificates of deposit and
time deposits 6,598 — — 6,598 1,108 3,897 1,593
Commercial paper 7,433 — — 7,433 2,468 4,965 —
Corporate securities 131,166 1,409 (206) 132,369 242 19,599 112,528
Municipal securities 956 5 — 961 — 167 794
Mortgage- and asset-backed
securities 19,134 178 (28) 19,284 — 31 19,253
Subtotal 222,136 2,186 (265) 224,057 8,217 45,410 170,430
Level 1:
Money market funds 1,798 — — 1,798 1,798 — —
Mutual funds 1,772 — (144) 1,628 — 1,628 —
Subtotal 3,570 — (144) 3,426 1,798 1,628 —
Level 2:
U.S. Treasury securities 34,902 181 (1) 35,082 — 3,498 31,584
U.S. agency securities 5,864 14 — 5,878 841 767 4,270
Non-U.S. government
securities 6,356 45 (167) 6,234 43 135 6,056
Certificates of deposit and
time deposits 4,347 — — 4,347 2,065 1,405 877
Commercial paper 6,016 — — 6,016 4,981 1,035 —
Corporate securities 116,908 242 (985) 116,165 3 11,948 104,214
Municipal securities 947 5 — 952 — 48 904
Mortgage- and asset-backed
securities 16,121 87 (31) 16,177 — 17 16,160
Subtotal 191,461 574 (1,184) 190,851 7,933 18,853 164,065
The Company may sell certain of its marketable securities prior to their stated maturities for strategic reasons including, but not
limited to, anticipation of credit deterioration and duration management. The maturities of the Company’s long-term marketable
securities generally range from one to five years.
The Company considers the declines in market value of its marketable securities investment portfolio to be temporary in nature.
The Company typically invests in highly-rated securities, and its investment policy generally limits the amount of credit exposure to
any one issuer. The policy generally requires investments to be investment grade, with the primary objective of minimizing the
potential risk of principal loss. Fair values were determined for each individual security in the investment portfolio. When evaluating
an investment for other-than-temporary impairment the Company reviews factors such as the length of time and extent to which fair
value has been below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates
and the Company’s intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of the
investment’s cost basis. As of September 24, 2016, the Company does not consider any of its investments to be other-than-temporarily
impaired.
To help protect gross margins from fluctuations in foreign currency exchange rates, certain of the Company’s subsidiaries whose
functional currency is the U.S. dollar may hedge a portion of forecasted foreign currency revenue, and subsidiaries whose functional
currency is not the U.S. dollar and who sell in local currencies may hedge a portion of forecasted inventory purchases not denominated
in the subsidiaries’ functional currencies. The Company may enter into forward contracts, option contracts or other instruments to
manage this risk and may designate these instruments as cash flow hedges. The Company typically hedges portions of its forecasted
foreign currency exposure associated with revenue and inventory purchases, typically for up to 12 months.
The Company may also enter into non-designated foreign currency contracts to partially offset the foreign currency exchange gains
and losses generated by the re-measurement of certain assets and liabilities denominated in non-functional currencies.
The Company may enter into interest rate swaps, options, or other instruments to manage interest rate risk. These instruments may
offset a portion of changes in income or expense, or changes in fair value of the Company’s term debt or investments. The Company
designates these instruments as either cash flow or fair value hedges. The Company’s hedged interest rate transactions as of
September 24, 2016 are expected to be recognized within 10 years.
Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged
transaction will not occur in the initially identified time period or within a subsequent two-month time period. Deferred gains and
losses in AOCI associated with such derivative instruments are reclassified immediately into other income/(expense), net. Any
subsequent changes in fair value of such derivative instruments are reflected in other income/(expense), net unless they are re-
designated as hedges of other transactions.
Non-Designated Derivatives
Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement
line item to which the derivative relates.
The Company records all derivatives in the Consolidated Balance Sheets at fair value. The Company’s accounting treatment for
these derivative instruments is based on its hedge designation. The following tables show the Company’s derivative instruments at
gross fair value as of September 24, 2016 and September 26, 2015 (in millions):
2016
(1) The fair value of derivative assets is measured using Level 2 fair value inputs and is recorded as other current assets in the
Consolidated Balance Sheets.
(2) The fair value of derivative liabilities is measured using Level 2 fair value inputs and is recorded as accrued expenses in the
Consolidated Balance Sheets.
The following table shows the pre-tax gains and losses of the Company’s derivative and non-derivative instruments designated as
cash flow, net investment and fair value hedges on OCI and the Consolidated Statements of Operations for 2016, 2015 and 2014
(in millions):
2016 2015
Notional Credit Risk Notional Credit Risk
Amount Amount Amount Amount
Instruments designated as accounting hedges:
Foreign exchange contracts $ 44,678 $ 518 $ 70,054 $ 1,385
Interest rate contracts $ 24,500 $ 728 $ 18,750 $ 394
The notional amounts for outstanding derivative instruments provide one measure of the transaction volume outstanding and do
not represent the amount of the Company’s exposure to credit or market loss. The credit risk amounts represent the Company’s
gross exposure to potential accounting loss on derivative instruments that are outstanding or unsettled if all counterparties failed to
perform according to the terms of the contract, based on then-current currency or interest rates at each respective date. The
Company’s exposure to credit loss and market risk will vary over time as currency and interest rates change. Although the table
above reflects the notional and credit risk amounts of the Company’s derivative instruments, it does not reflect the gains or losses
associated with the exposures and transactions that the instruments are intended to hedge. The amounts ultimately realized upon
settlement of these financial instruments, together with the gains and losses on the underlying exposures, will depend on actual
market conditions during the remaining life of the instruments.
The Company generally enters into master netting arrangements, which are designed to reduce credit risk by permitting net settlement
of transactions with the same counterparty. To further limit credit risk, the Company generally enters into collateral security
arrangements that provide for collateral to be received or posted when the net fair value of certain financial instruments fluctuates
from contractually established thresholds. The Company presents its derivative assets and derivative liabilities at their gross fair
values in its Consolidated Balance Sheets. The net cash collateral received by the Company related to derivative instruments under
its collateral security arrangements was $163 million as of September 24, 2016 and $1.0 billion as of September 26, 2015, which
were recorded as accrued expenses in the Consolidated Balance Sheets.
Under master netting arrangements with the respective counterparties to the Company’s derivative contracts, the Company is
allowed to net settle transactions with a single net amount payable by one party to the other. As of September 24, 2016 and
September 26, 2015, the potential effects of these rights of set-off associated with the Company’s derivative contracts, including the
effects of collateral, would be a reduction to both derivative assets and derivative liabilities of $1.5 billion and $2.2 billion, respectively,
resulting in a net derivative asset of $160 million and a net derivative liability of $78 million, respectively.
Accounts Receivable
Trade Receivables
The Company has considerable trade receivables outstanding with its third-party cellular network carriers, wholesalers, retailers,
value-added resellers, small and mid-sized businesses and education, enterprise and government customers. The Company
generally does not require collateral from its customers; however, the Company will require collateral in certain instances to limit
credit risk. In addition, when possible, the Company attempts to limit credit risk on trade receivables with credit insurance for certain
customers or by requiring third-party financing, loans or leases to support credit exposure. These credit-financing arrangements are
directly between the third-party financing company and the end customer. As such, the Company generally does not assume any
recourse or credit risk sharing related to any of these arrangements.
As of September 24, 2016 and September 26, 2015, the Company had one customer that represented 10% or more of total trade
receivables, which accounted for 10% and 12%, respectively. The Company’s cellular network carriers accounted for 63% and 71%
of trade receivables as of September 24, 2016 and September 26, 2015, respectively.
2016 2015
Land and buildings $ 10,185 $ 6,956
Machinery, equipment and internal-use software 44,543 37,038
Leasehold improvements 6,517 5,263
Gross property, plant and equipment 61,245 49,257
Accumulated depreciation and amortization (34,235) (26,786)
Total property, plant and equipment, net $ 27,010 $ 22,471
2016 2015
Deferred tax liabilities $ 26,019 $ 24,062
Other non-current liabilities 10,055 9,365
Total other non-current liabilities $ 36,074 $ 33,427
2016 2015
2017 $ 1,197
2018 902
2019 449
2020 255
2021 175
Thereafter 128
Total $ 3,106
The foreign provision for income taxes is based on foreign pre-tax earnings of $41.1 billion, $47.6 billion and $33.6 billion in 2016,
2015 and 2014, respectively. The Company’s consolidated financial statements provide for any related tax liability on undistributed
earnings that the Company does not intend to be indefinitely reinvested outside the U.S. Substantially all of the Company’s
undistributed international earnings intended to be indefinitely reinvested in operations outside the U.S. were generated by
subsidiaries organized in Ireland, which has a statutory tax rate of 12.5%. As of September 24, 2016, U.S. income taxes have not
been provided on a cumulative total of $109.8 billion of such earnings. The amount of unrecognized deferred tax liability related to
these temporary differences is estimated to be $35.9 billion.
As of September 24, 2016 and September 26, 2015, $216.0 billion and $186.9 billion, respectively, of the Company’s cash, cash
equivalents and marketable securities were held by foreign subsidiaries and are generally based in U.S. dollar-denominated holdings.
Amounts held by foreign subsidiaries are generally subject to U.S. income taxation on repatriation to the U.S.
The Company’s income taxes payable have been reduced by the tax benefits from employee stock plan awards. For RSUs, the
Company receives an income tax benefit upon the award’s vesting equal to the tax effect of the underlying stock’s fair market value.
The Company had net excess tax benefits from equity awards of $379 million, $748 million and $706 million in 2016, 2015 and 2014,
respectively, which were reflected as increases to common stock.
As of September 24, 2016 and September 26, 2015, the significant components of the Company’s deferred tax assets and liabilities
were (in millions):
2016 2015
Deferred tax assets:
Accrued liabilities and other reserves $ 4,135 $ 4,205
Basis of capital assets 2,107 2,238
Deferred revenue 1,717 1,941
Deferred cost sharing 667 667
Share-based compensation 601 575
Unrealized losses — 564
Other 788 721
Total deferred tax assets, net of valuation allowance of $0 10,015 10,911
Deferred tax liabilities:
Unremitted earnings of foreign subsidiaries 31,436 26,868
Other 485 303
Total deferred tax liabilities 31,921 27,171
Net deferred tax liabilities $ (21,906) $ (16,260)
Deferred tax assets and liabilities reflect the effects of tax losses, credits and the future income tax effects of temporary differences
between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and
are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected
to be recovered or settled.
As of September 24, 2016, the total amount of gross unrecognized tax benefits was $7.7 billion, of which $2.8 billion, if recognized,
would affect the Company’s effective tax rate. As of September 26, 2015, the total amount of gross unrecognized tax benefits was
$6.9 billion, of which $2.5 billion, if recognized, would affect the Company’s effective tax rate.
The Company includes interest and penalties related to unrecognized tax benefits within the provision for income taxes. As of
September 24, 2016 and September 26, 2015, the total amount of gross interest and penalties accrued was $1.0 billion and $1.3
billion, respectively, which is classified as non-current liabilities in the Consolidated Balance Sheets. In connection with tax matters,
the Company recognized interest and penalty expense in 2016, 2015 and 2014 of $295 million, $709 million and $40 million,
respectively.
The Company is subject to taxation and files income tax returns in the U.S. federal jurisdiction and in many state and foreign
jurisdictions. During the fourth quarter of 2016, the Company reached a partial settlement with the U.S. Internal Revenue Service
(the “IRS”) on its examination of the years 2010 through 2012. In connection with this settlement, the Company recognized a tax
benefit in the fourth quarter of 2016 that was not significant to its consolidated financial statements. All years prior to 2013 are closed,
except for the years 2010 through 2012 relating to R&D tax credits. In addition, the Company is subject to audits by state, local and
foreign tax authorities. In major states and major foreign jurisdictions, the years subsequent to 2003 generally remain open and
could be subject to examination by the taxing authorities.
The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations.
However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are
resolved in a manner not consistent with its expectations, the Company could be required to adjust its provision for income taxes
in the period such resolution occurs. Although timing of the resolution and/or closure of audits is not certain, the Company believes
it is reasonably possible that its gross unrecognized tax benefits could decrease (whether by payment, release or a combination of
both) in the next 12 months by up to $850 million.
On August 30, 2016, the European 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 orders Ireland to calculate and recover additional taxes from the Company for the
period June 2003 through September 2014. Irish legislative changes, effective as of the beginning of 2015, eliminated the application
of the tax opinions from that date forward. The Company believes the State Aid Decision to be without merit and intends to appeal
to the General Court of the Court of Justice of the European Union. Ireland has also announced its intention to appeal the State Aid
Decision. While the European Commission announced a recovery amount of up to €13 billion, plus interest, the actual amount of
additional taxes subject to recovery is to be calculated by Ireland in accordance with the European Commission's guidance. Once
the recovery amount is computed by Ireland, the Company anticipates funding it, including interest, out of foreign cash into escrow,
pending conclusion of all appeals. The Company believes that any incremental Irish corporate income taxes potentially due would
be creditable against U.S. taxes.
Commercial Paper
The Company issues unsecured short-term promissory notes (“Commercial Paper”) 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 September 24, 2016 and September 26, 2015, the Company had $8.1 billion and $8.5 billion of Commercial
Paper outstanding, respectively, with maturities generally less than nine months. The weighted-average interest rate of the Company’s
Commercial Paper was 0.45% as of September 24, 2016 and 0.14% as of September 26, 2015.
The following table provides a summary of cash flows associated with the issuance and maturities of Commercial Paper for 2016
and 2015 (in millions):
2016 2015
Maturities less than 90 days:
Proceeds from (repayments of) commercial paper, net $ (869) $ 5,293
Long-Term Debt
As of September 24, 2016, the Company had outstanding floating- and fixed-rate notes with varying maturities for an aggregate
principal amount of $78.4 billion (collectively the “Notes”). The Notes are senior unsecured obligations, and interest is payable in
arrears, quarterly for the U.S. dollar-denominated and Australian dollar-denominated floating-rate notes, semi-annually for the U.S.
dollar-denominated, Australian dollar-denominated, British pound-denominated and Japanese yen-denominated fixed-rate notes
and annually for the euro-denominated and Swiss franc-denominated fixed-rate notes.
2016 2015
Amount Effective Amount Effective
Maturities (in millions) Interest Rate (in millions) Interest Rate
2013 debt issuance of $17.0 billion:
Floating-rate notes 2018 $ 2,000 1.10% $ 3,000 0.51% - 1.10%
Fixed-rate 1.000% - 3.850% notes 2018 - 2043 12,500 1.08% - 3.91% 14,000 0.51% - 3.91%
To manage foreign currency risk associated with the Australian dollar-denominated notes issued in the third quarter of 2016, the
Company entered into currency swaps with an aggregate notional amount of $1.0 billion, which effectively converted these notes to
U.S. dollar-denominated notes.
To manage interest rate risk on the U.S. dollar-denominated fixed-rate notes issued in the second quarter of 2016 and maturing in
2021, 2023 and 2026, the Company entered into interest rate swaps with an aggregate notional amount of $5.0 billion. To manage
interest rate risk on the U.S. dollar-denominated fixed-rate notes issued in the fourth quarter of 2016 and maturing in 2021 and 2026,
the Company entered into interest rate swaps with an aggregate notional amount of $1.8 billion. These interest rate swaps effectively
converted a portion of the U.S. dollar-denominated fixed-rate notes to floating interest rate notes.
The effective interest rates for the Notes include the interest on the Notes, amortization of the discount and, if applicable, adjustments
related to hedging. The Company recognized $1.4 billion, $722 million and $381 million of interest expense on its term debt for 2016,
2015 and 2014, respectively.
The future principal payments for the Company’s Notes as of September 24, 2016 are as follows (in millions):
2017 $ 3,500
2018 6,500
2019 6,834
2020 6,454
2021 7,750
Thereafter 47,346
Total term debt $ 78,384
As of September 24, 2016 and September 26, 2015, the fair value of the Company’s Notes, based on Level 2 inputs, was $81.7
billion and $54.9 billion, respectively.
Dividends
The Company declared and paid cash dividends per share during the periods presented as follows:
Dividends Amount
Per Share (in millions)
2016:
Fourth quarter $ 0.57 $ 3,071
Third quarter 0.57 3,117
Second quarter 0.52 2,879
First quarter 0.52 2,898
Total cash dividends declared and paid $ 2.18 $ 11,965
2015:
Fourth quarter $ 0.52 $ 2,950
Third quarter 0.52 2,997
Second quarter 0.47 2,734
First quarter 0.47 2,750
Total cash dividends declared and paid $ 1.98 $ 11,431
The following table shows the Company’s ASR activity and related information during the years ended September 24, 2016 and
September 26, 2015:
(1) “Number of Shares” represents those shares delivered in the beginning of the purchase period and does not represent the final
number of shares to be delivered under the ASR. The total number of shares ultimately delivered, and therefore the average
repurchase price paid per share, will be determined at the end of the purchase period based on the volume-weighted average
price of the Company’s common stock during that period. The August 2016 ASR purchase period will end in or before November
2016.
(2) Includes 48.2 million shares delivered and retired at the beginning of the purchase period, which began in the third quarter of
2016, and 12.3 million shares delivered and retired at the end of the purchase period, which concluded in the fourth quarter of
2016.
Additionally, the Company repurchased shares of its common stock in the open market, which were retired upon repurchase, during
the periods presented as follows:
Number of Average
Shares Repurchase Amount
(in thousands) Price Per Share (in millions)
2016:
Fourth quarter 28,579 $ 104.97 $ 3,000
Third quarter 41,238 $ 97.00 4,000
Second quarter 71,766 $ 97.54 7,000
First quarter 25,984 $ 115.45 3,000
Total open market common stock repurchases 167,567 $ 17,000
2015:
Fourth quarter 121,802 $ 115.15 $ 14,026
Third quarter 31,231 $ 128.08 4,000
Second quarter 56,400 $ 124.11 7,000
First quarter 45,704 $ 109.40 5,000
Total open market common stock repurchases 255,137 $ 30,026
The following table shows the changes in AOCI by component for 2016 and 2015 (in millions):
401(k) Plan
The Company’s 401(k) Plan is a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the 401
(k) Plan, participating U.S. employees may defer a portion of their pre-tax earnings, up to the IRS annual contribution limit ($18,000
for calendar year 2016). The Company matches 50% to 100% of each employee’s contributions, depending on length of service,
up to a maximum 6% of the employee’s eligible earnings.
The fair value as of the respective vesting dates of RSUs was $5.1 billion, $4.8 billion and $3.4 billion for 2016, 2015 and 2014,
respectively. The majority of RSUs that vested in 2016, 2015 and 2014 were net-share settled such that the Company withheld shares
with value equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and
remitted the cash to the appropriate taxing authorities. The total shares withheld were approximately 15.9 million, 14.1 million and
15.6 million for 2016, 2015 and 2014, respectively, and were based on the value of the RSUs on their respective vesting dates as
determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to taxing authorities were $1.7
billion, $1.6 billion and $1.2 billion in 2016, 2015 and 2014, respectively, and are reflected as a financing activity within the Consolidated
Statements of Cash Flows. These net-share settlements had the effect of share repurchases by the Company as they reduced the
number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.
Share-based Compensation
The following table shows a summary of the share-based compensation expense included in the Consolidated Statements of
Operations for 2016, 2015 and 2014 (in millions):
The income tax benefit related to share-based compensation expense was $1.4 billion, $1.2 billion and $1.0 billion for 2016, 2015
and 2014, respectively. As of September 24, 2016, the total unrecognized compensation cost related to outstanding stock options,
RSUs and restricted stock was $7.5 billion, which the Company expects to recognize over a weighted-average period of 2.6 years.
The Company generally does not indemnify end-users of its operating system and application software against legal claims that the
software infringes third-party intellectual property rights. Other agreements entered into by the Company sometimes include
indemnification provisions under which the Company could be subject to costs and/or damages in the event of an infringement
claim against the Company or an indemnified third-party. In the opinion of management, there was not at least a reasonable possibility
the Company may have incurred a material loss with respect to indemnification of end-users of its operating system or application
software for infringement of third-party intellectual property rights.
The Company offers an iPhone Upgrade Program, which is available to customers who purchase a qualifying iPhone in the U.S.,
the U.K. and mainland China. The iPhone Upgrade Program provides customers the right to trade in that iPhone for a specified
amount when purchasing a new iPhone, provided certain conditions are met. The Company accounts for the trade-in right as a
guarantee liability and recognizes arrangement revenue net of the fair value of such right with subsequent changes to the guarantee
liability recognized within revenue.
The Company has entered into indemnification agreements with its directors and executive officers. Under these agreements, the
Company has agreed to indemnify such individuals to the fullest extent permitted by law against liabilities that arise by reason of
their status as directors or officers and to advance expenses incurred by such individuals in connection with related legal proceedings.
It is not possible to determine the maximum potential amount of payments the Company could be required to make under these
agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each claim.
However, the Company maintains directors and officers liability insurance coverage to reduce its exposure to such obligations.
The Company uses some custom components that are not commonly used by its competitors, and new products introduced by the
Company often utilize custom components available from only one source. When a component or product uses new technologies,
initial capacity constraints may exist until the suppliers’ yields have matured or manufacturing capacity has increased. If the Company’s
supply of components for a new or existing product were delayed or constrained, or if an outsourcing partner delayed shipments of
completed products to the Company, the Company’s financial condition and operating results could be materially adversely affected.
The Company’s business and financial performance could also be materially adversely affected depending on the time required to
obtain sufficient quantities from the original source, or to identify and obtain sufficient quantities from an alternative source. Continued
availability of these components at acceptable prices, or at all, may be affected if those suppliers concentrated on the production
of common components instead of components customized to meet the Company’s requirements.
The Company has entered into agreements for the supply of many components; however, there can be no guarantee that the
Company will be able to extend or renew these agreements on similar terms, or at all. Therefore, the Company remains subject to
significant risks of supply shortages and price increases that could materially adversely affect its financial condition and operating
results.
Substantially all of the Company’s hardware products are manufactured by outsourcing partners that are located primarily in Asia.
A significant concentration of this manufacturing is currently performed by a small number of outsourcing partners, often in single
locations. Certain of these outsourcing partners are the sole-sourced suppliers of components and manufacturers for many of the
Company’s products. Although the Company works closely with its outsourcing partners on manufacturing schedules, the Company’s
operating results could be adversely affected if its outsourcing partners were unable to meet their production commitments. The
Company’s manufacturing purchase obligations typically cover its requirements for periods up to 150 days.
Operating Leases
The Company leases various equipment and facilities, including retail space, under noncancelable operating lease arrangements.
The Company does not currently utilize any other off-balance sheet financing arrangements. As of September 24, 2016, the
Company’s total future minimum lease payments under noncancelable operating leases were $7.6 billion. The Company's retail store
and other facility leases are typically for terms not exceeding 10 years and generally contain multi-year renewal options.
Rent expense under all operating leases, including both cancelable and noncancelable leases, was $939 million, $794 million and
$717 million in 2016, 2015 and 2014, respectively. Future minimum lease payments under noncancelable operating leases having
remaining terms in excess of one year as of September 24, 2016, are as follows (in millions):
2017 $ 929
2018 919
2019 915
2020 889
2021 836
Thereafter 3,139
Total $ 7,627
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 adjudicated, as further discussed in Part I, Item 1A of this Form 10-K under the heading “Risk Factors” and in Part I,
Item 3 of this Form 10-K under the heading “Legal Proceedings.” 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 in excess of a recorded accrual, with respect to loss
contingencies for asserted legal and other claims. However, the outcome of litigation is inherently uncertain. Therefore, although
management considers the likelihood of such an outcome to be remote, if one or more of these legal matters were resolved against
the Company in a reporting period for amounts in excess of management’s expectations, the Company’s consolidated financial
statements for that reporting period could be materially adversely affected.
The Company manages its business primarily on a geographic basis. The Company’s reportable operating segments consist of the
Americas, Europe, Greater China, Japan and Rest of Asia Pacific. The Americas segment includes both North and South America.
The Europe segment includes European countries, as well as India, the Middle East and Africa. The Greater China segment includes
China, Hong Kong and Taiwan. The Rest of Asia Pacific segment includes Australia and those Asian countries not included in the
Company’s other reportable operating segments. Although the reportable operating segments provide similar hardware and software
products and similar services, each one is managed separately to better align with the location of the Company’s customers and
distribution partners and the unique market dynamics of each geographic region. The accounting policies of the various segments
are the same as those described in Note 1, “Summary of Significant Accounting Policies.”
The following table shows information by reportable operating segment for 2016, 2015 and 2014 (in millions):
Europe:
Net sales $ 49,952 $ 50,337 $ 44,285
Operating income $ 15,348 $ 16,527 $ 14,434
Greater China:
Net sales $ 48,492 $ 58,715 $ 31,853
Operating income $ 18,835 $ 23,002 $ 11,039
Japan:
Net sales $ 16,928 $ 15,706 $ 15,314
Operating income $ 7,165 $ 7,617 $ 6,904
A reconciliation of the Company’s segment operating income to the Consolidated Statements of Operations for 2016, 2015 and 2014
is as follows (in millions):
2016 2015
Long-lived assets:
U.S. $ 16,364 $ 12,022
(1)
China 7,807 8,722
Other countries 2,839 3,040
Total long-lived assets $ 27,010 $ 23,784
(1) China includes Hong Kong. Long-lived assets located in China consist primarily of product tooling and manufacturing process
equipment and assets related to retail stores and related infrastructure.
Net sales by product for 2016, 2015 and 2014 are as follows (in millions):
(1) Includes deferrals and amortization of related software upgrade rights and non-software services.
(2) Includes revenue from iTunes Store, App Store, Mac App Store, TV App Store, iBooks Store, Apple Music, AppleCare, Apple Pay, licensing
and other services.
(3) Includes sales of Apple TV, Apple Watch, Beats products, iPod and Apple-branded and third-party accessories.
(1) Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of
quarterly basic and diluted per share information may not equal annual basic and diluted earnings per share.
We have audited the accompanying consolidated balance sheets of Apple Inc. as of September 24, 2016 and September 26, 2015,
and the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the
three years in the period ended September 24, 2016. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position
of Apple Inc. at September 24, 2016 and September 26, 2015, and the consolidated results of its operations and its cash flows for
each of the three years in the period ended September 24, 2016, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Apple
Inc.’s internal control over financial reporting as of September 24, 2016, based on criteria established in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report
dated October 26, 2016 expressed an unqualified opinion thereon.
We have audited Apple Inc.’s internal control over financial reporting as of September 24, 2016, based on criteria established in
Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013
framework) (“the COSO criteria”). Apple Inc.’s management is responsible for maintaining effective internal control over financial
reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the
Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Apple Inc. maintained, in all material respects, effective internal control over financial reporting as of September 24,
2016, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
2016 consolidated financial statements of Apple Inc. and our report dated October 26, 2016 expressed an unqualified opinion thereon.
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the Company’s assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in
accordance with authorizations of the Company’s management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the Company’s assets that could have a material effect on the financial statements.
Management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s
internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future
periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
The Company has a code of ethics, “Business Conduct: The way we do business worldwide,” that applies to all employees, including
the Company’s principal executive officer, principal financial officer, and principal accounting officer, as well as to the members of
the Board of Directors of the Company. The code is available at investor.apple.com/corporate-governance.cfm. The Company intends
to disclose any changes in, or waivers from, this code by posting such information on the same website or by filing a Form 8-K, in
each case to the extent such disclosure is required by rules of the SEC or NASDAQ.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is set forth under the headings “Security Ownership of Certain Beneficial Owners and
Management” and “Equity Compensation Plan Information” in the Company’s 2017 Proxy Statement to be filed with the SEC within
120 days after September 24, 2016 and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is set forth under the subheadings “Board Committees”, “Review, Approval or Ratification of
Transactions with Related Persons” and “Transactions with Related Persons” under the heading “Directors, Corporate Governance
and Executive Officers” in the Company’s 2017 Proxy Statement to be filed with the SEC within 120 days after September 24, 2016
and is incorporated herein by reference.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
Apple Inc.
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy
D. Cook and Luca Maestri, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any
and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated:
Incorporated by
Reference
Filing Date/
Exhibit Period End
Number Exhibit Description Form Exhibit Date
3.1 Restated Articles of Incorporation of the Registrant effective as of June 6, 2014. 8-K 3.1 6/6/14
3.2 Amended and Restated Bylaws of the Registrant effective as of December 21, 8-K 3.2 12/22/15
2015.
4.1 Form of Common Stock Certificate of the Registrant. 10-Q 4.1 12/30/06
4.2 Indenture, dated as of April 29, 2013, between the Registrant and The Bank of S-3 4.1 4/29/13
New York Mellon Trust Company, N.A., as Trustee.
4.3 Officer’s Certificate of the Registrant, dated as of May 3, 2013, including forms 8-K 4.1 5/3/13
of global notes representing the Floating Rate Notes due 2016, Floating Rate
Notes due 2018, 0.45% Notes due 2016, 1.00% Notes due 2018, 2.40% Notes
due 2023 and 3.85% Notes due 2043.
4.4 Officer’s Certificate of the Registrant, dated as of May 6, 2014, including forms 8-K 4.1 5/6/14
of global notes representing the Floating Rate Notes due 2017, Floating Rate
Notes due 2019, 1.05% Notes due 2017, 2.10% Notes due 2019, 2.85% Notes
due 2021, 3.45% Notes due 2024 and 4.45% Notes due 2044.
4.5 Officer’s Certificate of the Registrant, dated as of November 10, 2014, including 8-K 4.1 11/10/14
forms of global notes representing the 1.000% Notes due 2022 and 1.625%
Notes due 2026.
4.6 Officer’s Certificate of the Registrant, dated as of February 9, 2015, including 8-K 4.1 2/9/15
forms of global notes representing the Floating Rate Notes due 2020, 1.55%
Notes due 2020, 2.15% Notes due 2022, 2.50% Notes due 2025 and 3.45%
Notes due 2045.
4.7 Officer’s Certificate of the Registrant, dated as of May 13, 2015, including forms 8-K 4.1 5/13/15
of global notes representing the Floating Rate Notes due 2017, Floating Rate
Notes due 2020, 0.900% Notes due 2017, 2.000% Notes due 2020, 2.700%
Notes due 2022, 3.200% Notes due 2025, and 4.375% Notes due 2045.
4.8 Officer’s Certificate of the Registrant, dated as of June 10, 2015, including forms 8-K 4.1 6/10/15
of global notes representing the 0.35% Notes due 2020.
4.9 Officer’s Certificate of the Registrant, dated as of July 31, 2015, including forms 8-K 4.1 7/31/15
of global notes representing the 3.05% Notes due 2029 and 3.60% Notes due
2042.
4.10 Officer’s Certificate of the Registrant, dated as of September 17, 2015, including 8-K 4.1 9/17/15
forms of global notes representing the 1.375% Notes due 2024 and 2.000%
Notes due 2027.
4.11 Officer’s Certificate of the Registrant, dated as of February 23, 2016, including 8-K 4.1 2/23/16
forms of global notes representing the Floating Rate Notes due 2019, Floating
Rate Notes due 2021, 1.300% Notes due 2018, 1.700% Notes due 2019,
2.250% Notes due 2021, 2.850% Notes due 2023, 3.250% Notes due 2026,
4.500% Notes due 2036 and 4.650% Notes due 2046.
4.12 Supplement No. 1 to the Officer's Certificate of the Registrant, dated as of 8-K 4.1 3/24/16
March 24, 2016.
4.13 Officer’s Certificate of the Registrant, dated as of June 22, 2016, including form 10-Q 4.1 6/22/16
of global note representing 4.150% Notes due 2046.
4.14 Officer’s Certificate of the Registrant, dated as of August 4, 2016, including 8-K 4.1 8/4/16
forms of global notes representing the Floating Rate Notes due 2019, 1.100%
Notes due 2019, 1.550% Notes due 2021, 2.450% Notes due 2026 and
3.850% Notes due 2046.
10.1* Employee Stock Purchase Plan, as amended and restated as of March 10, 8-K 10.1 3/13/15
2015.
10.2* Form of Indemnification Agreement between the Registrant and each director 10-Q 10.2 6/27/09
and executive officer of the Registrant.
10.3* 1997 Director Stock Plan, as amended through August 23, 2012. 10-Q 10.3 12/28/13
10.4* 2003 Employee Stock Plan, as amended through February 25, 2010. 8-K 10.1 3/1/10
10.5* Form of Restricted Stock Unit Award Agreement under 2003 Employee Stock 10-Q 10.10 12/25/10
Plan effective as of November 16, 2010.
10.6* Form of Restricted Stock Unit Award Agreement under 2003 Employee Stock 10-Q 10.8 3/31/12
Plan effective as of April 6, 2012.
Filing Date/
Exhibit Period End
Number Exhibit Description Form Exhibit Date
10.7* Summary Description of Amendment, effective as of May 24, 2012, to certain 10-Q 10.8 6/30/12
Restricted Stock Unit Award Agreements outstanding as of April 5, 2012.
10.8* 2014 Employee Stock Plan, as amended and restated as of February 26, 2016. 8-K 10.1 3/1/16
10.9* Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock 8-K 10.2 3/5/14
Plan as of February 28, 2014.
10.10* Form of Performance Award Agreement under 2014 Employee Stock Plan 8-K 10.3 3/5/14
effective as of February 28, 2014.
10.11* Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock 10-K 10.1 9/27/14
Plan effective as of August 26, 2014.
10.12* Form of Performance Award Agreement under 2014 Employee Stock Plan 10-K 10.1 9/27/14
effective as of August 26, 2014.
10.13* Form of Amendment, effective as of August 26, 2014, to Restricted Stock Unit 10-K 10.1 9/27/14
Award Agreements and Performance Award Agreements outstanding as of
August 26, 2014.
10.14* Offer Letter, dated August 1, 2013, from the Registrant to Angela Ahrendts. 10-Q 10.1 12/27/14
10.15* Form of Restricted Stock Unit Award Agreement under the 1997 Director Stock 10-Q 10.15 12/26/15
Plan as of November 17, 2015.
10.16* Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock 10-Q 10.16 3/26/16
Plan effective as of October 5, 2015.
10.17* Form of Performance Award Agreement under 2014 Employee Stock Plan 10-Q 10.17 3/26/16
effective as of October 5, 2015.
10.18*, ** Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock
Plan effective as of October 14, 2016.
10.19*, ** Form of Performance Award Agreement under 2014 Employee Stock Plan
effective as of October 14, 2016.
12.1** Computation of Ratio of Earnings to Fixed Charges.
21.1** Subsidiaries of the Registrant.
23.1** Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
24.1** Power of Attorney (included on the Signatures page of this Annual Report on
Form 10-K).
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.INS** XBRL Instance Document.
101.SCH** XBRL Taxonomy Extension Schema Document.
101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF** XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB** XBRL Taxonomy Extension Label Linkbase Document.
101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document.
* Indicates management contract or compensatory plan or arrangement.
** Filed herewith.
*** Furnished herewith.
(1) Certain instruments defining the rights of holders of long-term debt securities of the Registrant are omitted pursuant to Item 601
(b)(4)(iii) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
APPLE INC.
2014 EMPLOYEE STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
NOTICE OF GRANT
Employee ID:
Grant Number:
Vesting Schedule:
This restricted stock unit award (the “Award”) is granted under and governed by the terms and
conditions of the Apple Inc. 2014 Employee Stock Plan and the Terms and Conditions of Restricted Stock
Unit Award, which are incorporated herein by reference.
You do not have to accept the Award. If you wish to decline your Award, you should promptly notify
Apple Inc.’s Stock Plan Group of your decision at [email protected]. If you do not provide such notification
within thirty (30) days after the Award Date, you will be deemed to have accepted your Award on the terms
and conditions set forth herein.
APPLE INC.
2014 EMPLOYEE STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
1. General. These Terms and Conditions of Restricted Stock Unit Award (these “Terms”) apply to
a particular restricted stock unit award (the “Award”) granted by Apple Inc., a California corporation (the
“Company”), and are incorporated by reference in the Notice of Grant (the “Grant Notice”) corresponding
to that particular grant. The recipient of the Award identified in the Grant Notice is referred to as the
“Participant.” The effective date of grant of the Award as set forth in the Grant Notice is referred to as the
“Award Date.” The Award was granted under and is subject to the provisions of the Apple Inc. 2014 Employee
Stock Plan (the “Plan”). Capitalized terms are defined in the Plan if not defined herein. The Award has been
granted to the Participant in addition to, and not in lieu of, any other form of compensation otherwise payable
or to be paid to the Participant. The Grant Notice and these Terms are collectively referred to as the “Award
Agreement” applicable to the Award.
2. Stock Units. As used herein, the term “Stock Unit” shall mean a non-voting unit of measurement
which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s
Common Stock (“Share”) solely for purposes of the Plan and this Award Agreement. The Stock Units shall
be used solely as a device for the determination of the payment to eventually be made to the Participant if
such Stock Units vest pursuant to this Award Agreement. The Stock Units shall not be treated as property
or as a trust fund of any kind.
3. Vesting. Subject to Section 8 below, the Award shall vest and become nonforfeitable as set
forth in the Grant Notice. (Each vesting date set forth in the Grant Notice is referred to herein as a “Vesting
Date”).
Nothing contained in this Award Agreement or the Plan constitutes an employment or service
commitment by the Company, affects the Participant’s status as an employee at will who is subject to
termination with or without cause, confers upon the Participant any right to remain employed by or in service
to the Company or any Subsidiary, interferes in any way with the right of the Company or any Subsidiary at
any time to terminate such employment or services, or affects the right of the Company or any Subsidiary
to increase or decrease the Participant’s other compensation or benefits. Nothing in this paragraph, however,
is intended to adversely affect any independent contractual right of the Participant without his or her consent
thereto.
(a) Limitations on Rights Associated with Stock Units. The Participant shall have
no rights as a shareholder of the Company, no dividend rights (except as expressly provided in Section 5(b)
with respect to Dividend Equivalent Rights) and no voting rights, with respect to the Stock Units or any Shares
underlying or issuable in respect of such Stock Units until such Shares are actually issued to and held of
record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the
record date is prior to the date of issuance of the stock certificate or book entry evidencing such Shares.
1
(b) Dividend Equivalent Rights Distributions. As of any date that the Company pays
an ordinary cash dividend on its Common Stock, the Company shall credit the Participant with a dollar amount
equal to (i) the per share cash dividend paid by the Company on its Common Stock on such date, multiplied
by (ii) the total number of Stock Units (with such total number adjusted pursuant to Section 11 of the Plan)
subject to the Award that are outstanding immediately prior to the record date for that dividend (a “Dividend
Equivalent Right”). Any Dividend Equivalent Rights credited pursuant to the foregoing provisions of this
Section 5(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as
the original Stock Units to which they relate; provided, however, that the amount of any vested Dividend
Equivalent Rights shall be paid in cash. No crediting of Dividend Equivalent Rights shall be made pursuant
to this Section 5(b) with respect to any Stock Units which, immediately prior to the record date for that dividend,
have either been paid pursuant to Section 7 or terminated pursuant to Section 8.
6. Restrictions on Transfer. Except as provided in Section 4(c) of the Plan, neither the Award,
nor any interest therein or amount or Shares payable in respect thereof may be sold, assigned, transferred,
pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
8. Effect of Termination of Service. Except as expressly provided below in this Section 8, the
Participant’s Stock Units (as well as the related Dividend Equivalent Rights) shall terminate to the extent
such Stock Units have not become vested prior to the Participant’s Termination of Service, meaning the first
date the Participant is no longer employed by or providing services to the Company or one of its Subsidiaries
(the “Severance Date”), regardless of the reason for the Participant’s Termination of Service, whether with
or without cause, voluntarily or involuntarily. Notwithstanding the foregoing, in the event the Participant’s
Termination of Service is due to the Participant’s Disability at a time when Stock Units remain outstanding
and unvested under the Award, (a) the Award shall vest with respect to the number of Stock Units determined
by multiplying (i) the number of then-outstanding and unvested Stock Units subject to the Award that would
have otherwise vested pursuant to Section 3 on the next Vesting Date following the Severance Date but for
such Termination of Service, by (ii) a fraction, the numerator of which shall be the number of days that have
elapsed between the Vesting Date that immediately preceded the Severance Date (or, in the case of a
Termination of Service prior to the initial Vesting Date, the Vesting Commencement Date) and the Severance
Date, and the denominator of which shall be the number of days between the Vesting Date that immediately
preceded the Severance Date (or, in the case of a Termination of Service prior to the initial Vesting Date, the
Vesting Commencement Date) and the next Vesting Date following the Severance Date that would have
occurred but for such Termination of Service; and (b) any Stock Units (as well as the related Dividend
Equivalent Rights) that are not vested after giving effect to the foregoing clause (a) shall terminate on the
Severance Date. Further, in the event the Participant’s Termination of Service is due to the Participant’s
death, any then-outstanding and unvested Stock Units subject to the Award shall be fully vested as of the
Severance Date, and any Dividend Equivalent Rights credited to the Participant shall be paid. If any unvested
Stock Units are terminated hereunder, such Stock Units (as well as the related Dividend Equivalent Rights)
shall automatically terminate and be cancelled as of the applicable Severance Date without payment of any
consideration by the Company and without any other action by the Participant or the Participant’s personal
representative, as the case may be.
2
9. Recoupment. Notwithstanding any other provision herein, the Award and any Shares or other
amount or property that may be issued, delivered or paid in respect of the Award, as well as any consideration
that may be received in respect of a sale or other disposition of any such Shares or property, shall be subject
to any recoupment, “clawback” or similar provisions of applicable law, as well as any recoupment or “clawback”
policies of the Company that may be in effect from time to time. In addition, the Company may require the
Participant to deliver or otherwise repay to the Company the Award and any Shares or other amount or
property that may be issued, delivered or paid in respect of the Award, as well as any consideration that may
be received in respect of a sale or other disposition of any such Shares or property, if the Company reasonably
determines that one or more of the following has occurred:
(a) during the period of the Participant’s employment or service with the Company or any of its
Subsidiaries (the “Employment Period”), the Participant has committed a felony (under the
laws of the United States or any relevant state, or a similar crime or offense under the
applicable laws of any relevant foreign jurisdiction);
(b) during the Employment Period or at any time thereafter, the Participant has committed or
engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside
information, customer lists, trade secrets or other confidential information of the Company
or any of its Subsidiaries;
(c) during the Employment Period or at any time thereafter, the Participant has committed or
engaged in an act of theft, embezzlement or fraud, or materially breached any agreement
to which the Participant is a party with the Company or any of its Subsidiaries.
10. Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the
Company’s stock contemplated by Section 11 of the Plan (including, without limitation, an extraordinary cash
dividend on such stock), the Committee shall make adjustments in accordance with such section in the
number of Stock Units then outstanding and the number and kind of securities that may be issued in respect
of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which Dividend
Equivalent Rights are credited pursuant to Section 5(b).
11. Responsibility for Taxes. The Participant acknowledges that, regardless of any action the
Company and/or the Participant’s employer (the “Employer”) take with respect to any or all income tax
(including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on
account or other tax-related items related to the Participant’s participation in the Plan and legally applicable
to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant
even if technically due by the Company or the Employer (“Tax-Related Items”), the ultimate liability for all
Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld
by the Company or the Employer. The Participant further acknowledges that the Company and/or the
Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Award, including the grant of the Stock Units, the vesting of the Stock Units,
the delivery of Shares, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends
and/or Dividend Equivalent Rights; and (ii) do not commit to and are under no obligation to structure the
terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related
Items or achieve any particular tax result. Further, if the Participant is or becomes subject to tax in more
than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former
employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one
jurisdiction.
Prior to the relevant taxable or tax withholding event, as applicable, the Participant shall pay
or make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In
this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their
discretion and pursuant to such procedures as they may specify from time to time, to satisfy any applicable
withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
3
(a) withholding from any wages or other cash compensation payable to the Participant
by the Company and/or the Employer;
(b) withholding otherwise deliverable Shares and/or from otherwise payable Dividend
Equivalent Rights to be issued or paid upon vesting/settlement of the Award;
(c) arranging for the sale of Shares otherwise deliverable to the Participant (on the
Participant’s behalf and at the Participant’s direction pursuant to this authorization), including selling
Shares as part of a block trade with other Participants in the Plan; or
(d) withholding from the proceeds of the sale of Shares acquired upon vesting/
settlement of the Award.
Notwithstanding the foregoing, if the Participant is an officer of the Company who is subject
to Section 16 of the Exchange Act, then the Company must satisfy any withholding obligations arising
upon the occurrence of a taxable or tax withholding event, as applicable, by withholding Shares
otherwise deliverable or an amount otherwise payable upon settlement of Dividend Equivalent Rights
pursuant to method (b), unless the Board or the Committee determines in its discretion to satisfy the
obligation for Tax-Related Items by one or a combination of methods (a), (b), (c), and (d) above.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items
by considering applicable minimum statutory withholding amounts or other applicable withholding rates,
including maximum applicable rates. If the maximum rate is used, any over-withheld amount will be refunded
to the Participant in cash by the Company or Employer (with no entitlement to the Common Stock equivalent)
or if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-
Related Items is satisfied by withholding a number of Shares as described herein, for tax purposes, the
Participant is deemed to have been issued the full number of Shares subject to the vested Stock Units,
notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related
Items. The Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that
the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s
participation in the Plan that cannot be satisfied by the means previously described. The Company may
refuse to issue or deliver to the Participant any Shares or the proceeds of the sale of Shares if the Participant
fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
12. Electronic Delivery and Acceptance. The Company may, in its sole discretion, deliver any
documents related to the Award by electronic means or request the Participant’s consent to participate in
the Plan by electronic means. The Participant hereby consents to receive all applicable documentation by
electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established
and maintained by the Company or a third party vendor designated by the Company.
13. Data Privacy. The Participant acknowledges and consents to the collection, use, processing
and transfer of personal data as described in this Section 13. The Company, its related entities, and the
Employer hold certain personal information about the Participant, including the Participant’s name, home
address and telephone number, date of birth, social security number or other employee identification number,
salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any
other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the
Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Company and its
related entities may transfer Data amongst themselves as necessary for the purpose of implementation,
administration and management of the Participant’s participation in the Plan, and the Company and its related
entities may each further transfer Data to any third parties assisting the Company or any such related entity
in the implementation, administration and management of the Plan. The Participant acknowledges that the
transferors and transferees of such Data may be located anywhere in the world and hereby authorizes each
of them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes
of implementing, administering and managing the Participant’s participation in the Plan, including any transfer
4
of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares
on the Participant’s behalf to a broker or to other third party with whom the Participant may elect to deposit
any Shares acquired under the Plan (whether pursuant to the Award or otherwise).
14. Notices. Any notice to be given under the terms of this Award Agreement shall be in writing and
addressed to the Company at its principal office to the attention of the Secretary, and to the Participant at
the Participant’s last address reflected on the Company’s records, or at such other address as either party
may hereafter designate in writing to the other. Any such notice shall be given only when received, but if the
Participant is no longer an employee of the Company, shall be deemed to have been duly given by the
Company when enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and
deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly
maintained by the United States Government.
15. Plan. The Award and all rights of the Participant under this Award Agreement are subject to the
terms and conditions of the provisions of the Plan, incorporated herein by reference. The Participant agrees
to be bound by the terms of the Plan and this Award Agreement. The Participant acknowledges having read
and understood the Plan, the Prospectus for the Plan, and this Award Agreement. Unless otherwise expressly
provided in other sections of this Award Agreement, provisions of the Plan that confer discretionary authority
on the Board or the Committee do not (and shall not be deemed to) create any rights in the Participant unless
such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Committee
so conferred by appropriate action of the Board or the Committee under the Plan after the date hereof.
16. Entire Agreement. This Award Agreement and the Plan together constitute the entire agreement
and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect
to the subject matter hereof. The Plan and this Award Agreement may be amended pursuant to Section 15
of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however,
unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the
interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent
waiver of the same provision or a waiver of any other provision hereof.
17. Limitation on the Participant’s Rights. Participation in the Plan confers no rights or interests
other than as herein provided. This Award Agreement creates only a contractual obligation on the part of the
Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any
underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general
unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect
to the Stock Units, and rights no greater than the right to receive the Common Stock as a general unsecured
creditor with respect to Stock Units, as and when payable hereunder.
18. Counterparts. This Award Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of which together shall constitute one and
the same instrument.
19. Section Headings. The section headings of this Award Agreement are for convenience of
reference only and shall not be deemed to alter or affect any provision hereof.
20. Governing Law. This Award Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of California without regard to conflict of law principles thereunder.
21. Choice of Venue. For purposes of litigating any dispute that arises directly or indirectly from
the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to
the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in
the courts of Santa Clara County, California, or the federal courts for the Northern District of California, and
no other courts, where this grant is made and/or to be performed.
5
22. Construction. It is intended that the terms of the Award will not result in the imposition of any
tax liability pursuant to Section 409A of the Code. This Award Agreement shall be construed and interpreted
consistent with that intent.
23. Severability. The provisions of this Award Agreement are severable and if any one of more
provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions
shall nevertheless be binding and enforceable.
24. Imposition of Other Requirements. The Company reserves the right to impose other
requirements on the Participant’s participation in the Plan, on the Stock Units and on any Shares acquired
under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative
reasons, and to require the Participant to sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing.
6
Exhibit 10.19
APPLE INC.
2014 EMPLOYEE STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
PERFORMANCE AWARD
NOTICE OF GRANT
Employee ID:
Grant Number:
Vesting Schedule:
Performance Period:
This restricted stock unit award (the “Award”) is granted under and governed by the terms and
conditions of the Apple Inc. 2014 Employee Stock Plan and the Terms and Conditions of Restricted Stock
Unit Award - Performance Award (including Exhibit A thereto), which are incorporated herein by reference.
You do not have to accept the Award. If you wish to decline your Award, you should promptly notify
Apple Inc.’s Stock Plan Group of your decision at [email protected]. If you do not provide such notification
within thirty (30) days after the Award Date, you will be deemed to have accepted your Award on the terms
and conditions set forth herein.
APPLE INC.
2014 EMPLOYEE STOCK PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
PERFORMANCE AWARD
1. General. These Terms and Conditions of Restricted Stock Unit Award - Performance Award
(these “Terms”) apply to a particular restricted stock unit award (the “Award”) granted by Apple Inc., a
California corporation (the “Company”), and are incorporated by reference in the Notice of Grant (the “Grant
Notice”) corresponding to that particular grant. The recipient of the Award identified in the Grant Notice is
referred to as the “Participant.” The effective date of grant of the Award as set forth in the Grant Notice is
referred to as the “Award Date.” The Award was granted under and is subject to the provisions of the Apple
Inc. 2014 Employee Stock Plan (the “Plan”). Capitalized terms are defined in the Plan if not defined herein.
The Award has been granted to the Participant in addition to, and not in lieu of, any other form of compensation
otherwise payable or to be paid to the Participant. The Grant Notice and these Terms (including Exhibit A
hereto, incorporated herein by this reference) are collectively referred to as the “Award Agreement” applicable
to the Award.
2. Stock Units. As used herein, the term “Stock Unit” shall mean a non-voting unit of measurement
which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Company’s
Common Stock (“Share”) solely for purposes of the Plan and this Award Agreement. The Stock Units shall
be used solely as a device for the determination of the payment to eventually be made to the Participant if
such Stock Units vest pursuant to this Award Agreement. The Stock Units shall not be treated as property
or as a trust fund of any kind.
3. Vesting. Subject to Section 8 below, the Award shall vest and become nonforfeitable as set
forth in the Grant Notice and Exhibit A hereto. (The vesting date set forth in the Grant Notice is referred to
herein as a “Vesting Date”).
Nothing contained in this Award Agreement or the Plan constitutes an employment or service
commitment by the Company, affects the Participant’s status as an employee at will who is subject to
termination with or without cause, confers upon the Participant any right to remain employed by or in service
to the Company or any Subsidiary, interferes in any way with the right of the Company or any Subsidiary at
any time to terminate such employment or services, or affects the right of the Company or any Subsidiary
to increase or decrease the Participant’s other compensation or benefits. Nothing in this paragraph, however,
is intended to adversely affect any independent contractual right of the Participant without his or her consent
thereto.
(a) Limitations on Rights Associated with Stock Units. The Participant shall have
no rights as a shareholder of the Company, no dividend rights (except as expressly provided in Section 5(b)
with respect to Dividend Equivalent Rights) and no voting rights, with respect to the Stock Units or any Shares
underlying or issuable in respect of such Stock Units until such Shares are actually issued to and held of
1
record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the
record date is prior to the date of issuance of the stock certificate or book entry evidencing such Shares.
(b) Dividend Equivalent Rights Distributions. As of any date that the Company pays
an ordinary cash dividend on its Common Stock, the Company shall credit the Participant with a dollar amount
equal to (i) the per share cash dividend paid by the Company on its Common Stock on such date, multiplied
by (ii) the total target number of Stock Units (with such total number adjusted pursuant to Section 11 of the
Plan) subject to the Award that are outstanding immediately prior to the record date for that dividend (a
“Dividend Equivalent Right”). Any Dividend Equivalent Rights credited pursuant to the foregoing provisions
of this Section 5(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions
as the original Stock Units to which they relate; provided, however, that the amount of any vested Dividend
Equivalent Rights shall be paid in cash. For purposes of clarity, the percentage of the Dividend Equivalent
Rights that are paid will correspond to the percentage of the total target number of Stock Units that vest on
the Vesting Date, after giving effect to Exhibit A. No crediting of Dividend Equivalent Rights shall be made
pursuant to this Section 5(b) with respect to any Stock Units which, immediately prior to the record date for
that dividend, have either been paid pursuant to Section 7 or terminated pursuant to Section 8 or Exhibit A.
6. Restrictions on Transfer. Except as provided in Section 4(c) of the Plan, neither the Award,
nor any interest therein or amount or Shares payable in respect thereof may be sold, assigned, transferred,
pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.
8. Effect of Termination of Service. Except as provided in the next sentence, the Participant’s
Stock Units (as well as the related Dividend Equivalent Rights) shall terminate to the extent such Stock Units
have not become vested prior to the Participant’s Termination of Service, meaning the first date the Participant
is no longer employed by or providing services to the Company or one of its Subsidiaries (the “Severance
Date”), regardless of the reason for the Participant’s Termination of Service, whether with or without cause,
voluntarily or involuntarily. In the event the Participant’s Severance Date is the result of the Participant’s
Termination of Service due to the Participant’s death or Disability, and the Severance Date occurs prior to
the Vesting Date, on the Vesting Date the Award shall vest with respect to a number of Stock Units determined
by multiplying (i) the Stock Units subject to the Award that would have otherwise vested pursuant to the Award
on such Vesting Date but for the Termination of Service and to the extent the applicable performance-based
vesting requirement is satisfied, by (ii) the Severance Fraction (determined as set forth below). Any Stock
Units that are unvested on the Severance Date and that are not eligible to vest on the Vesting Date following
the Severance Date pursuant to the preceding sentence shall terminate as of the Severance Date, and any
Stock Units that remain outstanding and unvested after giving effect to the preceding sentence shall terminate
as of the Vesting Date. The “Severance Fraction” means a fraction, the numerator of which shall be
determined by subtracting the number of days remaining in the Performance Period on the Severance Date
from the total number of days in the Performance Period, and the denominator of which shall be the total
number of days in the Performance Period. If any unvested Stock Units are terminated pursuant to this Award
Agreement, such Stock Units (as well as the related Dividend Equivalent Rights) shall automatically terminate
and be cancelled as of the applicable Severance Date (or, to the extent the applicable performance-based
2
vesting conditions are not satisfied, the Vesting Date, as provided in Exhibit A) without payment of any
consideration by the Company and without any other action by the Participant, or the Participant’s beneficiary
or personal representative, as the case may be.
9. Recoupment. Notwithstanding any other provision herein, the Award and any Shares or other
amount or property that may be issued, delivered or paid in respect of the Award, as well as any consideration
that may be received in respect of a sale or other disposition of any such Shares or property, shall be subject
to any recoupment, “clawback” or similar provisions of applicable law, as well as any recoupment or “clawback”
policies of the Company that may be in effect from time to time. In addition, the Company may require the
Participant to deliver or otherwise repay to the Company the Award and any Shares or other amount or
property that may be issued, delivered or paid in respect of the Award, as well as any consideration that may
be received in respect of a sale or other disposition of any such Shares or property, if the Company reasonably
determines that one or more of the following has occurred:
(a) during the period of the Participant’s employment or service with the Company or any of its
Subsidiaries (the “Employment Period”), the Participant has committed a felony (under the
laws of the United States or any relevant state, or a similar crime or offense under the
applicable laws of any relevant foreign jurisdiction);
(b) during the Employment Period or at any time thereafter, the Participant has committed or
engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside
information, customer lists, trade secrets or other confidential information of the Company
or any of its Subsidiaries;
(c) during the Employment Period or at any time thereafter, the Participant has committed or
engaged in an act of theft, embezzlement or fraud, or materially breached any agreement
to which the Participant is a party with the Company or any of its Subsidiaries.
10. Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the
Company’s stock contemplated by Section 11 of the Plan (including, without limitation, an extraordinary cash
dividend on such stock), the Committee shall make adjustments in accordance with such section in the
number of Stock Units then outstanding and the number and kind of securities that may be issued in respect
of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which Dividend
Equivalent Rights are credited pursuant to Section 5(b).
11. Responsibility for Taxes. The Participant acknowledges that, regardless of any action the
Company and/or the Participant’s employer (the “Employer”) take with respect to any or all income tax
(including U.S. federal, state and local tax and/or non-U.S. tax), social insurance, payroll tax, payment on
account or other tax-related items related to the Participant’s participation in the Plan and legally applicable
to the Participant or deemed by the Company or the Employer to be an appropriate charge to the Participant
even if technically due by the Company or the Employer (“Tax-Related Items”), the ultimate liability for all
Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld
by the Company or the Employer. The Participant further acknowledges that the Company and/or the
Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the Award, including the grant of the Stock Units, the vesting of the Stock Units,
the delivery of Shares, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends
and/or Dividend Equivalent Rights; and (ii) do not commit to and are under no obligation to structure the
terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax-Related
Items or achieve any particular tax result. Further, if the Participant is or becomes subject to tax in more
than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former
employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one
jurisdiction.
3
Prior to the relevant taxable or tax withholding event, as applicable, the Participant shall pay
or make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In
this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their
discretion and pursuant to such procedures as they may specify from time to time, to satisfy any applicable
withholding obligations with regard to all Tax-Related Items by one or a combination of the following:
(a) withholding from any wages or other cash compensation payable to the Participant
by the Company and/or the Employer;
(b) withholding otherwise deliverable Shares and/or from otherwise payable Dividend
Equivalent Rights to be issued or paid upon vesting/settlement of the Award;
(c) arranging for the sale of Shares otherwise deliverable to the Participant (on the
Participant’s behalf and at the Participant’s direction pursuant to this authorization), including selling
Shares as part of a block trade with other Participants in the Plan; or
(d) withholding from the proceeds of the sale of Shares acquired upon vesting/
settlement of the Award.
Notwithstanding the foregoing, if the Participant is an officer of the Company who is subject
to Section 16 of the Exchange Act, then the Company must satisfy any withholding obligations arising
upon the occurrence of a taxable or tax withholding event, as applicable, by withholding Shares
otherwise deliverable or an amount otherwise payable upon settlement of Dividend Equivalent Rights
pursuant to method (b), unless the Board or the Committee determines in its discretion to satisfy the
obligation for Tax-Related Items by one or a combination of methods (a), (b), (c), and (d) above.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items
by considering applicable minimum statutory withholding amounts or other applicable withholding rates,
including maximum applicable rates. If the maximum rate is used, any over-withheld amount will be refunded
to the Participant in cash by the Company or Employer (with no entitlement to the Common Stock equivalent)
or if not refunded, the Participant may seek a refund from the local tax authorities. If the obligation for Tax-
Related Items is satisfied by withholding a number of Shares as described herein, for tax purposes, the
Participant is deemed to have been issued the full number of Shares subject to the vested Stock Units,
notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related
Items. The Participant shall pay to the Company and/or the Employer any amount of Tax-Related Items that
the Company and/or the Employer may be required to withhold or account for as a result of the Participant’s
participation in the Plan that cannot be satisfied by the means previously described. The Company may
refuse to issue or deliver to the Participant any Shares or the proceeds of the sale of Shares if the Participant
fails to comply with the Participant’s obligations in connection with the Tax-Related Items.
12. Electronic Delivery and Acceptance. The Company may, in its sole discretion, deliver any
documents related to the Award by electronic means or request the Participant’s consent to participate in
the Plan by electronic means. The Participant hereby consents to receive all applicable documentation by
electronic delivery and to participate in the Plan through an on-line (and/or voice activated) system established
and maintained by the Company or a third party vendor designated by the Company.
13. Data Privacy. The Participant acknowledges and consents to the collection, use, processing
and transfer of personal data as described in this Section 13. The Company, its related entities, and the
Employer hold certain personal information about the Participant, including the Participant’s name, home
address and telephone number, date of birth, social security number or other employee identification number,
salary, nationality, job title, any Shares or directorships held in the Company, details of all options or any
other entitlement to Shares awarded, canceled, purchased, vested, unvested or outstanding in the
Participant’s favor, for the purpose of managing and administering the Plan (“Data”). The Company and its
related entities may transfer Data amongst themselves as necessary for the purpose of implementation,
4
administration and management of the Participant’s participation in the Plan, and the Company and its related
entities may each further transfer Data to any third parties assisting the Company or any such related entity
in the implementation, administration and management of the Plan. The Participant acknowledges that the
transferors and transferees of such Data may be located anywhere in the world and hereby authorizes each
of them to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes
of implementing, administering and managing the Participant’s participation in the Plan, including any transfer
of such Data as may be required for the administration of the Plan and/or the subsequent holding of Shares
on the Participant’s behalf to a broker or to other third party with whom the Participant may elect to deposit
any Shares acquired under the Plan (whether pursuant to the Award or otherwise).
14. Notices. Any notice to be given under the terms of this Award Agreement shall be in writing and
addressed to the Company at its principal office to the attention of the Secretary, and to the Participant at
the Participant’s last address reflected on the Company’s records, or at such other address as either party
may hereafter designate in writing to the other. Any such notice shall be given only when received, but if the
Participant is no longer an employee of the Company, shall be deemed to have been duly given by the
Company when enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and
deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly
maintained by the United States Government.
15. Plan. The Award and all rights of the Participant under this Award Agreement are subject to the
terms and conditions of the provisions of the Plan, incorporated herein by reference. The Participant agrees
to be bound by the terms of the Plan and this Award Agreement. The Participant acknowledges having read
and understood the Plan, the Prospectus for the Plan, and this Award Agreement. Unless otherwise expressly
provided in other sections of this Award Agreement, provisions of the Plan that confer discretionary authority
on the Board or the Committee do not (and shall not be deemed to) create any rights in the Participant unless
such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Committee
so conferred by appropriate action of the Board or the Committee under the Plan after the date hereof.
16. Entire Agreement. This Award Agreement and the Plan together constitute the entire agreement
and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect
to the subject matter hereof. The Plan and this Award Agreement may be amended pursuant to Section 15
of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however,
unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the
interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent
waiver of the same provision or a waiver of any other provision hereof.
17. Limitation on the Participant’s Rights. Participation in the Plan confers no rights or interests
other than as herein provided. This Award Agreement creates only a contractual obligation on the part of the
Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any
underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general
unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect
to the Stock Units, and rights no greater than the right to receive the Common Stock as a general unsecured
creditor with respect to Stock Units, as and when payable hereunder.
18. Counterparts. This Award Agreement may be executed simultaneously in any number of
counterparts, each of which shall be deemed an original but all of which together shall constitute one and
the same instrument.
19. Section Headings. The section headings of this Award Agreement are for convenience of
reference only and shall not be deemed to alter or affect any provision hereof.
20. Governing Law. This Award Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of California without regard to conflict of law principles thereunder.
5
21. Choice of Venue. For purposes of litigating any dispute that arises directly or indirectly from
the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to
the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in
the courts of Santa Clara County, California, or the federal courts for the Northern District of California, and
no other courts, where this grant is made and/or to be performed.
22. Construction. It is intended that the terms of the Award will not result in the imposition of any
tax liability pursuant to Section 409A of the Code. This Award Agreement shall be construed and interpreted
consistent with that intent.
23. Severability. The provisions of this Award Agreement are severable and if any one of more
provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions
shall nevertheless be binding and enforceable.
24. Imposition of Other Requirements. The Company reserves the right to impose other
requirements on the Participant’s participation in the Plan, on the Stock Units and on any Shares acquired
under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative
reasons, and to require the Participant to sign any additional agreements or undertakings that may be
necessary to accomplish the foregoing.
*****
6
PERFORMANCE AWARD
EXHIBIT A
The Stock Units (and related Dividend Equivalent Rights) subject to the Award that will vest on the
Vesting Date will be determined based on the Company’s relative total shareholder return (“TSR”) Percentile
for the Performance Period.
The percentage of the Stock Units (and related Dividend Equivalent Rights) that vest on the Vesting
Date will be determined as follows:
• If the Company’s TSR Percentile for the Performance Period is at the [ ] ([ ]) percentile
or greater, [ ] ([ ]%) of the target Stock Units will vest on the Vesting Date.
• If the Company’s TSR Percentile for the Performance Period is at the [ ] ([ ]) percentile,
[ ] ([ ]%) of the target Stock Units will vest on the Vesting Date.
• If the Company’s TSR Percentile for the Performance Period is at the [ ] ([ ]) percentile,
[ ] ([ ]%) of the target Stock Units will vest on the Vesting Date.
• If the Company’s TSR Percentile for the Performance Period is below the [ ] ([ ]) percentile,
[ ] ([ ]%) of the Stock Units will vest on the Vesting Date.
For TSR Percentile performance for the Performance Period between the levels indicated above,
the portion of the Stock Units that will vest on the Vesting Date will be determined on a straight-line basis
(i.e., linearly interpolated) between the two nearest vesting percentages indicated above.
Notwithstanding the foregoing, if the Company’s TSR for the Performance Period is negative, in no
event shall more than one hundred percent (100%) of the target Stock Units vest.
The number of Stock Units that vest on the Vesting Date will be rounded to the nearest whole unit,
and the balance of the Stock Units will not vest and will terminate on that Vesting Date.
• “TSR Percentile” means the percentile ranking of the Company’s TSR among the TSRs for
the Comparison Group members for the Performance Period. In determining the Company’s
TSR Percentile for the Performance Period, in the event that the Company’s TSR for the
Performance Period is equal to the TSR(s) of one or more other Comparison Group members
for that same period, the Company’s TSR Percentile ranking will be determined by ranking
the Company’s TSR for that period as being greater than such other Comparison Group
members.
• “Comparison Group” means the Company and each other company included in the
Standard & Poor’s 500 index on the first day of the Performance Period and, except as
provided below, the common stock (or similar equity security) of which continues to be listed
or traded on a national securities exchange through the last trading day of the Performance
Period. In the event a member of the Comparison Group files for bankruptcy or liquidates
due to an insolvency, such company shall continue to be treated as a Comparison Group
member, and such company’s Ending Price will be treated as $0 if the common stock (or
similar equity security) of such company is no longer listed or traded on a national securities
A-1
exchange on the last trading day of the Performance Period. In the event of a formation of
a new parent company by a Comparison Group member, substantially all of the assets and
liabilities of which consist immediately after the transaction of the equity interests in the
original Comparison Group member or the assets and liabilities of such Comparison Group
member immediately prior to the transaction, such new parent company shall be substituted
for the Comparison Group member to the extent (and for such period of time) as its common
stock (or similar equity securities) are listed or traded on a national securities exchange but
the common stock (or similar equity securities) of the original Comparison Group member
are not. In the event of a merger or other business combination of two Comparison Group
members (including, without limitation, the acquisition of one Comparison Group member,
or all or substantially all of its assets, by another Comparison Group member), the surviving,
resulting or successor entity, as the case may be, shall continue to be treated as a member
of the Comparison Group, provided that the common stock (or similar equity security) of
such entity is listed or traded on a national securities exchange through the last trading day
of the Performance Period. With respect to the preceding two sentences, the applicable
stock prices shall be equitably and proportionately adjusted to the extent (if any) necessary
to preserve the intended incentives of the awards and mitigate the impact of the transaction.
• “TSR” shall be determined with respect to the Company and any other Comparison Group
member by dividing: (a) the sum of (i) the difference obtained by subtracting the applicable
Beginning Price from the applicable Ending Price plus (ii) all dividends and other distributions
during the Performance Period by (b) the applicable Beginning Price. Any non-cash
distributions shall be valued at fair market value. For the purpose of determining TSR, the
value of dividends and other distributions shall be determined by treating them as reinvested
in additional shares of stock at the closing market price on the date of distribution.
• “Beginning Price” means, with respect to the Company and any other Comparison Group
member, the average of the closing market prices of such company’s common stock on the
principal exchange on which such stock is traded for the twenty (20) consecutive trading
days ending with the last trading day before the beginning of the Performance Period. For
the purpose of determining Beginning Price, the value of dividends and other distributions
shall be determined by treating them as reinvested in additional shares of stock at the closing
market price on the date of distribution.
• “Ending Price” means, with respect to the Company and any other Comparison Group
member, the average of the closing market prices of such company’s common stock on the
principal exchange on which such stock is traded for the twenty (20) consecutive trading
days ending on the last trading day of the Performance Period. For the purpose of determining
Ending Price, the value of dividends and other distributions shall be determined by treating
them as reinvested in additional shares of stock at the closing market price on the date of
distribution.
With respect to the computation of TSR, Beginning Price, and Ending Price, there shall also be an
equitable and proportionate adjustment to the extent (if any) necessary to preserve the intended incentives
of the awards and mitigate the impact of any stock split, stock dividend or reverse stock split occurring during
the Performance Period (or during the applicable 20-day period in determining Beginning Price or Ending
Price, as the case may be).
A-2
In the event of any ambiguity or discrepancy, the determination of the Committee shall be final and binding.
*****
A-3
Exhibit 12.1
Apple Inc.
Computation of Ratio of Earnings to Fixed Charges
(In millions, except ratios)
Years ended
September 24, September 26, September 27, September 28, September 29,
2016 2015 2014 2013 2012
Earnings:
Earnings before provision for
income taxes $ 61,372 $ 72,515 $ 53,483 $ 50,155 $ 55,763
Add: Fixed Charges 1,644 892 527 265 98
Total Earnings $ 63,016 $ 73,407 $ 54,010 $ 50,420 $ 55,861
(1) Fixed charges include the portion of rental expense that management believes is representative of the interest component.
(2) The ratio of earnings to fixed charges is computed by dividing Total Earnings by Total Fixed Charges.
Exhibit 21.1
Subsidiaries of
Apple Inc.*
Jurisdiction
of Incorporation
Apple Sales International Ireland
Apple Operations International Ireland
Apple Operations Europe Ireland
Braeburn Capital, Inc. Nevada, U.S.
* Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of Apple Inc. are omitted because, considered in the
aggregate, they would not constitute a significant subsidiary as of the end of the year covered by this report.
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
(1) Registration Statement (Form S-8 No. 333-203698) pertaining to Apple Inc. Employee Stock Purchase Plan,
(2) Registration Statement (Form S-8 No. 333-195509) pertaining to Apple Inc. 2014 Employee Stock Plan,
(3) Registration Statement (Form S-8 No. 333-193709) pertaining to Topsy Labs, Inc. 2007 Stock Plan,
(4) Registration Statement (Form S-3 ASR No. 333-210983) of Apple Inc.,
(5) Registration Statement (Form S-8 No. 333-184706) pertaining to AuthenTec, Inc. 2007 Stock Incentive Plan and AuthenTec,
Inc. 2010 Incentive Plan, as amended,
(6) Registration Statement (Form S-8 No. 333-180981) pertaining to Chomp Inc. 2009 Equity Incentive Plan,
(7) Registration Statement (Form S-8 No. 333-179189) pertaining to Anobit Technologies Ltd. Global Share Incentive Plan
(2006),
(8) Registration Statement (Form S-8 No. 333-165214) pertaining to Apple Inc. 2003 Employee Stock Plan, la la media, inc.
2005 Stock Plan and Quattro Wireless, Inc. 2006 Stock Option and Grant Plan,
(9) Registration Statement (Form S-8 No. 333-146026) pertaining to Apple Inc. 2003 Employee Stock Plan and Apple Inc.
Amended Employee Stock Purchase Plan,
(10) Registration Statement (Form S-8 No. 333-125148) pertaining to Employee Stock Purchase Plan and 2003 Employee
Stock Plan, and
(11) Registration Statement (Form S-8 No. 333-60455) pertaining to 1997 Director Stock Option Plan;
of our reports dated October 26, 2016 with respect to the consolidated financial statements of Apple Inc., and the effectiveness of
internal control over financial reporting of Apple Inc., included in this Annual Report on Form 10-K for the year ended September 24,
2016.
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods
presented in this report;
4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during
the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial
reporting; and
5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize,
and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
the Registrant’s internal control over financial reporting.
CERTIFICATION
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods
presented in this report;
4. The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during
the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial
reporting; and
5. The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or
persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize,
and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
the Registrant’s internal control over financial reporting.
I, Timothy D. Cook, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that the Annual Report of Apple Inc. on Form 10-K for the fiscal year ended September 24, 2016 fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-K fairly presents in all material respects the financial condition and results of operations of Apple Inc. at the dates
and for the periods indicated.
I, Luca Maestri, certify, as of the date hereof, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that the Annual Report of Apple Inc. on Form 10-K for the fiscal year ended September 24, 2016 fully
complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in
such Form 10-K fairly presents in all material respects the financial condition and results of operations of Apple Inc. at the dates
and for the periods indicated.
A signed original of this written statement required by Section 906 has been provided to Apple Inc. and will be retained by Apple
Inc. and furnished to the Securities and Exchange Commission or its staff upon request.