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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q
(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2024
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.)

One Apple Park Way
Cupertino, California

95014

(Address of principal executive offices)

(Zip Code)

(408) 996-1010
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each class

Trading
symbol(s)

Name of each exchange on which registered

Common Stock, $0.00001 par value per share
0.000% Notes due 2025
0.875% Notes due 2025
1.625% Notes due 2026
2.000% Notes due 2027
1.375% Notes due 2029
3.050% Notes due 2029
0.500% Notes due 2031
3.600% Notes due 2042

AAPL
—
—
—
—
—
—
—
—

The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ☒

No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such
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files).
Yes ☒

No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer

☒
☐

Accelerated filer
Smaller reporting company
Emerging growth company

☐
☐
☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐

No ☒

15,204,137,000 shares of common stock were issued and outstanding as of July 19, 2024.

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Apple Inc.
Form 10-Q
For the Fiscal Quarter Ended June 29, 2024
TABLE OF CONTENTS

Page

Part I
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.

Financial Statements
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Controls and Procedures
Part II
Legal Proceedings
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Other Information
Exhibits

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PART I — FINANCIAL INFORMATION
Item 1.

Financial Statements
Apple Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In millions, except number of shares, which are reflected in thousands, and per-share amounts)
Three Months Ended
June 29,
2024

Net sales:
Products
Services
Total net sales

$

61,564
24,213
85,777

Nine Months Ended

July 1,
2023

$

60,584
21,213
81,797

June 29,
2024

$

224,908
71,197
296,105

July 1,
2023

$

230,901
62,886
293,787

Cost of sales:
Products
Services
Total cost of sales
Gross margin

39,803
6,296
46,099
39,678

39,136
6,248
45,384
36,413

140,667
18,634
159,301
136,804

146,696
18,370
165,066
128,721

Operating expenses:
Research and development
Selling, general and administrative
Total operating expenses

8,006
6,320
14,326

7,442
5,973
13,415

23,605
19,574
43,179

22,608
18,781
41,389

Operating income
Other income/(expense), net
Income before provision for income taxes
Provision for income taxes
Net income

$

25,352
142
25,494
4,046
21,448

$

22,998
(265)
22,733
2,852
19,881 $

93,625
250
93,875
14,875
79,000

$

87,332
(594)
86,738
12,699
74,039

Earnings per share:
Basic
Diluted

$
$

1.40
1.40

$
$

1.27
1.26

5.13
5.11

$
$

4.69
4.67

Shares used in computing earnings per share:
Basic
Diluted

15,287,521
15,348,175

15,697,614
15,775,021

$
$

15,401,047
15,463,175

15,792,497
15,859,263

See accompanying Notes to Condensed Consolidated Financial Statements.

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Apple Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In millions)
Three Months Ended
June 29,
2024

Net income
Other comprehensive income/(loss):
Change in foreign currency translation, net of tax

$

Change in unrealized gains/losses on derivative instruments,
net of tax:
Change in fair value of derivative instruments
Adjustment for net (gains)/losses realized and included in
net income
Total change in unrealized gains/losses on
derivative instruments
Change in unrealized gains/losses on marketable debt
securities, net of tax:
Change in fair value of marketable debt securities
Adjustment for net (gains)/losses realized and included in
net income
Total change in unrealized gains/losses on
marketable debt securities
Total other comprehensive income/(loss)
Total comprehensive income

$

Nine Months Ended

July 1,
2023

21,448

$

June 29,
2024

19,881

$

79,000

July 1,
2023

$

74,039

(73)

(385)

(87)

(494)

406

509

331

(492)

(87)

103

(678)

(1,854)

319

612

(347)

(2,346)

268

(340)

3,306

1,963

30

58

164

185

298

(282)

3,470

2,148

(55)
19,826 $

3,036
82,036

544
21,992

$

$

(692)
73,347

See accompanying Notes to Condensed Consolidated Financial Statements.

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Apple Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In millions, except number of shares, which are reflected in thousands, and par value)
June 29,
2024

September 30,
2023

ASSETS:
Current assets:
Cash and cash equivalents
Marketable securities
Accounts receivable, net
Vendor non-trade receivables
Inventories
Other current assets
Total current assets

$

Non-current assets:
Marketable securities
Property, plant and equipment, net
Other non-current assets
Total non-current assets
$

Total assets

25,565
36,236
22,795
20,377
6,165
14,297
125,435

91,240
44,502
70,435
206,177
331,612

$

$

29,965
31,590
29,508
31,477
6,331
14,695
143,566

100,544
43,715
64,758
209,017
352,583

LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable
Other current liabilities
Deferred revenue
Commercial paper
Term debt
Total current liabilities

$

Non-current liabilities:
Term debt
Other non-current liabilities
Total non-current liabilities
Total liabilities

47,574
60,889
8,053
2,994
12,114
131,624

$

62,611
58,829
8,061
5,985
9,822
145,308

86,196
47,084
133,280
264,904

95,281
49,848
145,129
290,437

79,850
(4,726)
(8,416)
66,708
331,612 $

73,812
(214)
(11,452)
62,146
352,583

Commitments and contingencies
Shareholders’ equity:
Common stock and additional paid-in capital, $0.00001 par value: 50,400,000 shares
authorized; 15,222,259 and 15,550,061 shares issued and outstanding, respectively
Accumulated deficit
Accumulated other comprehensive loss
Total shareholders’ equity
Total liabilities and shareholders’ equity

$

See accompanying Notes to Condensed Consolidated Financial Statements.

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Apple Inc.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
(In millions, except per-share amounts)
Three Months Ended
June 29,
2024

$

Total shareholders’ equity, beginning balances
Common stock and additional paid-in capital:
Beginning balances
Common stock issued
Common stock withheld related to net share settlement of
equity awards
Share-based compensation
Ending balances

74,194

Nine Months Ended

July 1,
2023

$

62,158

June 29,
2024

$

62,146

July 1,
2023

$

50,672

78,815
—

69,568
—

73,812
752

64,849
690

(1,920)
2,955
79,850

(1,595)
2,694
70,667

(3,802)
9,088
79,850

(3,310)
8,438
70,667

Retained earnings/(Accumulated deficit):
Beginning balances
Net income
Dividends and dividend equivalents declared
Common stock withheld related to net share settlement of
equity awards
Common stock repurchased
Ending balances

4,339
21,448
(3,864)

4,336
19,881
(3,811)

(214)
79,000
(11,384)

(3,068)
74,039
(11,207)

(428)
(26,221)
(4,726)

(858)
(18,140)
1,408

(1,517)
(70,611)
(4,726)

(1,988)
(56,368)
1,408

Accumulated other comprehensive income/(loss):
Beginning balances
Other comprehensive income/(loss)
Ending balances

(8,960)
544
(8,416)

(11,746)
(55)
(11,801)

(11,452)
3,036
(8,416)

(11,109)
(692)
(11,801)

Total shareholders’ equity, ending balances

$

66,708

$

60,274

$

66,708

$

60,274

Dividends and dividend equivalents declared per share or RSU

$

0.25

$

0.24

$

0.73

$

0.70

See accompanying Notes to Condensed Consolidated Financial Statements.

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Apple Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In millions)
Nine Months Ended
June 29,
2024

Cash, cash equivalents and restricted cash, beginning balances
Operating activities:
Net income
Adjustments to reconcile net income to cash generated by operating activities:
Depreciation and amortization
Share-based compensation expense
Other
Changes in operating assets and liabilities:
Accounts receivable, net
Vendor non-trade receivables
Inventories
Other current and non-current assets
Accounts payable
Other current and non-current liabilities
Cash generated by operating activities

$

30,737

July 1,
2023

$

24,977

79,000

74,039

8,534
8,830
(1,964)

8,866
8,208
(1,651)

6,697
11,100
41
(5,626)
(15,171)
2
91,443

7,609
13,111
(2,570)
(4,863)
(16,790)
2,986
88,945

Investing activities:
Purchases of marketable securities
Proceeds from maturities of marketable securities
Proceeds from sales of marketable securities
Payments for acquisition of property, plant and equipment
Other
Cash generated by investing activities

(38,074)
39,838
7,382
(6,539)
(1,117)
1,490

(20,956)
27,857
3,959
(8,796)
(753)
1,311

Financing activities:
Payments for taxes related to net share settlement of equity awards
Payments for dividends and dividend equivalents
Repurchases of common stock
Proceeds from issuance of term debt, net
Repayments of term debt
Repayments of commercial paper, net
Other
Cash used in financing activities

(5,163)
(11,430)
(69,866)
—
(7,400)
(2,985)
(191)
(97,035)

(5,119)
(11,267)
(56,547)
5,228
(11,151)
(5,971)
(508)
(85,335)
4,921
29,898

7,020

Increase/(Decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, ending balances

$

(4,102)
26,635 $

Supplemental cash flow disclosure:
Cash paid for income taxes, net

$

19,230

$

See accompanying Notes to Condensed Consolidated Financial Statements.

Apple Inc. | Q3 2024 Form 10-Q | 5

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Apple Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1 – Summary of Significant Accounting Policies
Basis of Presentation and Preparation
The condensed consolidated financial statements include the accounts of Apple Inc. and its wholly owned subsidiaries (collectively
“Apple” or the “Company”). In the opinion of the Company’s management, the condensed consolidated financial statements reflect all
adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these
condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles
(“GAAP”) requires the use of management estimates. These condensed consolidated financial statements and accompanying notes
should be read in conjunction with the Company’s annual consolidated financial statements and accompanying notes included in its
Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the “2023 Form 10-K”).
The Company’s fiscal year is the 52- or 53-week period that ends on the last Saturday of September. An additional week is included in
the first fiscal quarter every five or six years to realign the Company’s fiscal quarters with calendar quarters, which occurred in the first
fiscal quarter of 2023. The Company’s fiscal years 2024 and 2023 span 52 and 53 weeks, respectively. Unless otherwise stated,
references to particular years, quarters, months and periods refer to the Company’s fiscal years ended in September and the associated
quarters, months and periods of those fiscal years.
Note 2 – Revenue
Net sales disaggregated by significant products and services for the three- and nine-month periods ended June 29, 2024 and July 1,
2023 were as follows (in millions):
Three Months Ended
June 29,
2024

iPhone®
Mac®
iPad®
Wearables, Home and Accessories
Services
Total net sales

$

$

39,296
7,009
7,162
8,097
24,213
85,777

Nine Months Ended

July 1,
2023

$

$

39,669
6,840
5,791
8,284
21,213
81,797

June 29,
2024

$

$

154,961
22,240
19,744
27,963
71,197
296,105

July 1,
2023

$

$

156,778
21,743
21,857
30,523
62,886
293,787

Total net sales include $3.4 billion of revenue recognized in the three months ended June 29, 2024 that was included in deferred
revenue as of March 30, 2024, $3.3 billion of revenue recognized in the three months ended July 1, 2023 that was included in deferred
revenue as of April 1, 2023, $6.5 billion of revenue recognized in the nine months ended June 29, 2024 that was included in deferred
revenue as of September 30, 2023, and $7.0 billion of revenue recognized in the nine months ended July 1, 2023 that was included in
deferred revenue as of September 24, 2022.
The Company’s proportion of net sales by disaggregated revenue source was generally consistent for each reportable segment in Note
11, “Segment Information and Geographic Data” for the three- and nine-month periods ended June 29, 2024 and July 1, 2023, except in
Greater China, where iPhone revenue represented a moderately higher proportion of net sales.
As of June 29, 2024 and September 30, 2023, the Company had total deferred revenue of $12.5 billion and $12.1 billion, respectively. As
of June 29, 2024, the Company expects 64% of total deferred revenue to be realized in less than a year, 25% within one-to-two years,
9% within two-to-three years and 2% in greater than three years.

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Note 3 – Earnings Per Share
The following table shows the computation of basic and diluted earnings per share for the three- and nine-month periods ended June 29,
2024 and July 1, 2023 (net income in millions and shares in thousands):
Three Months Ended
June 29,
2024

Numerator:
Net income

$

Denominator:
Weighted-average basic shares outstanding
Effect of dilutive share-based awards

21,448

$

15,287,521
60,654
15,348,175

Weighted-average diluted shares
Basic earnings per share
Diluted earnings per share

$
$

Nine Months Ended

July 1,
2023

June 29,
2024

19,881

$

15,697,614
77,407
15,775,021

1.40
1.40

$
$

1.27
1.26

July 1,
2023

79,000

$

74,039

15,401,047
62,128
15,463,175
$
$

5.13
5.11

15,792,497
66,766
15,859,263
$
$

4.69
4.67

Approximately 32 million restricted stock units (“RSUs”) were excluded from the computation of diluted earnings per share for the nine
months ended July 1, 2023 because their effect would have been antidilutive.
Note 4 – Financial Instruments
Cash, Cash Equivalents and Marketable Securities
The following tables show the Company’s cash, cash equivalents and marketable securities by significant investment category as of
June 29, 2024 and September 30, 2023 (in millions):
June 29, 2024
Adjusted
Cost
Cash
Level 1:
Money market funds
Mutual funds

$

Subtotal
Level 2 (1):
U.S. Treasury securities
U.S. agency securities
Non-U.S. government securities
Certificates of deposit and time
deposits
Commercial paper
Corporate debt securities
Municipal securities
Mortgage- and asset-backed securities
Subtotal
Total (2)

$

22,866

Unrealized
Gains

Unrealized
Losses

$

$

—

—

$

Fair
Value

Cash and
Cash
Equivalents

Current
Marketable
Securities

Non-Current
Marketable
Securities

22,866

$

$

$

22,866

—

—

1,648
493
2,141

—
76
76

—
(7)
(7)

1,648
562
2,210

1,648
—
1,648

—
562
562

—
—
—

16,298
5,500
17,560

3
—
31

(855)
(418)
(680)

15,446
5,082
16,911

138
73
—

4,649
518
11,592

10,659
4,491
5,319

1,337
1,346
68,194
480
24,508
135,223

—
—
83
—
27
144

—
—
(3,350)
(13)
(2,086)
(7,402)

1,337
1,346
64,927
467
22,449
127,965

838
2
—
—
—
1,051

492
1,344
15,489
197
1,393
35,674

7
—
49,438
270
21,056
91,240

160,230

$

220

$

(7,409)

$

153,041

$

25,565

$

36,236

$

91,240

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September 30, 2023
Adjusted
Cost
Cash
$
Level 1:
Money market funds
Mutual funds and equity securities
Subtotal
Level 2 (1):
U.S. Treasury securities
U.S. agency securities
Non-U.S. government securities
Certificates of deposit and time
deposits
Commercial paper
Corporate debt securities
Municipal securities
Mortgage- and asset-backed securities
Subtotal
Total (2)

$

28,359

Unrealized
Gains
$

—

Unrealized
Losses
$

—

$

Fair
Value

Cash and
Cash
Equivalents

Current
Marketable
Securities

Non-Current
Marketable
Securities

28,359

$

$

$

28,359

—

—

481
442
923

—
12
12

—
(26)
(26)

481
428
909

481
—
481

—
428
428

—
—
—

19,406
5,736
17,533

—
—
6

(1,292)
(600)
(1,048)

18,114
5,136
16,491

35
36
—

5,468
271
11,332

12,611
4,829
5,159

1,354
608
76,840
628
22,365
144,470

—
—
6
—
6
18

—
—
(5,956)
(26)
(2,735)
(11,657)

1,354
608
70,890
602
19,636
132,831

1,034
—
20
—
—
1,125

320
608
12,627
192
344
31,162

—
—
58,243
410
19,292
100,544

173,752

$

30

$

(11,683)

$

162,099

$

29,965

$

31,590

$

(1)

The valuation techniques used to measure the fair values of the Company’s Level 2 financial instruments, which generally have
counterparties with high credit ratings, are based on quoted market prices or model-driven valuations using significant inputs derived
from or corroborated by observable market data.

(2)

As of June 29, 2024 and September 30, 2023, total marketable securities included $14.1 billion and $13.8 billion, respectively, that
were restricted from general use, related to the State Aid Decision (refer to Note 6, “Income Taxes”) and other agreements.

100,544

The following table shows the fair value of the Company’s non-current marketable debt securities, by contractual maturity, as of June 29,
2024 (in millions):
Due after 1 year through 5 years
Due after 5 years through 10 years
Due after 10 years

$

$

Total fair value

64,209
8,660
18,371
91,240

Derivative Instruments and Hedging
The Company may use derivative instruments to partially offset its business exposure to foreign exchange and interest rate risk.
However, the Company may choose not to hedge certain exposures for a variety of reasons, including accounting considerations or the
prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the
financial impact resulting from movements in foreign exchange or interest rates.
Foreign Exchange Rate Risk
To protect gross margins from fluctuations in foreign exchange rates, the Company may use forwards, options or other instruments, and
may designate these instruments as cash flow hedges. The Company generally hedges portions of its forecasted foreign currency
exposure associated with revenue and inventory purchases, typically for up to 12 months.
To protect the Company’s foreign currency–denominated term debt or marketable securities from fluctuations in foreign exchange rates,
the Company may use forwards, cross-currency swaps or other instruments. The Company designates these instruments as either cash
flow or fair value hedges. As of June 29, 2024, the maximum length of time over which the Company is hedging its exposure to the
variability in future cash flows for term debt–related foreign currency transactions is 18 years.
The Company may also use derivative instruments that are not designated as accounting hedges to protect gross margins from certain
fluctuations in foreign exchange rates, as well as to offset a portion of the foreign currency gains and losses generated by the
remeasurement of certain assets and liabilities denominated in non-functional currencies.

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Interest Rate Risk
To protect the Company’s term debt or marketable securities from fluctuations in interest rates, the Company may use interest rate
swaps, options or other instruments. The Company designates these instruments as either cash flow or fair value hedges.
The notional amounts of the Company’s outstanding derivative instruments as of June 29, 2024 and September 30, 2023 were as
follows (in millions):
June 29,
2024

September 30,
2023

Derivative instruments designated as accounting hedges:
Foreign exchange contracts
Interest rate contracts

$
$

65,542
13,875

$
$

74,730
19,375

Derivative instruments not designated as accounting hedges:
Foreign exchange contracts

$

97,136

$

104,777

The carrying amounts of the Company’s hedged items in fair value hedges as of June 29, 2024 and September 30, 2023 were as follows
(in millions):
June 29,
2024

Hedged assets/(liabilities):
Current and non-current marketable securities
Current and non-current term debt

$
$

15,007 $
(13,096) $

September 30,
2023

14,433
(18,247)

Accounts Receivable
Trade Receivables
The Company’s third-party cellular network carriers accounted for 32% and 41% of total trade receivables as of June 29, 2024 and
September 30, 2023, respectively. The Company requires third-party credit support or collateral from certain customers to limit credit
risk.
Vendor Non-Trade Receivables
The Company has non-trade receivables from certain of its manufacturing vendors resulting from the sale of components to these
vendors who manufacture subassemblies or assemble final products for the Company. The Company purchases these components
directly from suppliers. The Company does not reflect the sale of these components in products net sales. Rather, the Company
recognizes any gain on these sales as a reduction of products cost of sales when the related final products are sold by the Company. As
of June 29, 2024, the Company had two vendors that individually represented 10% or more of total vendor non-trade receivables, which
accounted for 46% and 18%. As of September 30, 2023, the Company had two vendors that individually represented 10% or more of
total vendor non-trade receivables, which accounted for 48% and 23%.
Note 5 – Condensed Consolidated Financial Statement Details
The following table shows the Company’s condensed consolidated financial statement details as of June 29, 2024 and September 30,
2023 (in millions):
Property, Plant and Equipment, Net
June 29,
2024

Gross property, plant and equipment
Accumulated depreciation
Total property, plant and equipment, net

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$
$

117,129 $
(72,627)
44,502 $

September 30,
2023

114,599
(70,884)
43,715

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Note 6 – Income Taxes
European Commission State Aid Decision
On August 30, 2016, the European Commission (the “Commission”) announced its decision that Ireland granted state aid to the
Company by providing tax opinions in 1991 and 2007 concerning the tax allocation of profits of the Irish branches of two subsidiaries of
the Company (the “State Aid Decision”). The State Aid Decision ordered Ireland to calculate and recover additional taxes from the
Company for the period June 2003 through December 2014. Irish legislative changes, effective as of January 2015, eliminated the
application of the tax opinions from that date forward. The Company and Ireland appealed the State Aid Decision to the General Court of
the Court of Justice of the European Union (the “General Court”). On July 15, 2020, the General Court annulled the State Aid Decision.
On September 25, 2020, the Commission appealed the General Court’s decision to the European Court of Justice (the “ECJ”) and a
hearing was held on May 23, 2023. A decision from the ECJ is expected in the fourth quarter of 2024. The Company believes it would be
eligible to claim a U.S. foreign tax credit for a portion of any incremental Irish corporate income taxes potentially due related to the State
Aid Decision.
Note 7 – Debt
Commercial Paper
The Company issues unsecured short-term promissory notes pursuant to a commercial paper program. The Company uses net
proceeds from the commercial paper program for general corporate purposes, including dividends and share repurchases. As of
June 29, 2024 and September 30, 2023, the Company had $3.0 billion and $6.0 billion of commercial paper outstanding, respectively.
The following table provides a summary of cash flows associated with the issuance and maturities of commercial paper for the nine
months ended June 29, 2024 and July 1, 2023 (in millions):
Nine Months Ended
June 29,
2024

Maturities 90 days or less:
Repayments of commercial paper, net

$

Maturities greater than 90 days:
Repayments of commercial paper
Total repayments of commercial paper, net

$

July 1,
2023

(2,985) $

(3,326)

—

(2,645)

(2,985) $

(5,971)

Term Debt
As of June 29, 2024 and September 30, 2023, the Company had outstanding fixed-rate notes with varying maturities for an aggregate
carrying amount of $98.3 billion and $105.1 billion, respectively (collectively the “Notes”). As of June 29, 2024 and September 30, 2023,
the fair value of the Company’s Notes, based on Level 2 inputs, was $86.2 billion and $90.8 billion, respectively.
Note 8 – Shareholders’ Equity
Share Repurchase Program
During the nine months ended June 29, 2024, the Company repurchased 387 million shares of its common stock for $70.0 billion. The
Company’s share repurchase programs do not obligate the Company to acquire a minimum amount of shares. Under the programs,
shares may be repurchased in privately negotiated or open market transactions, including under plans complying with Rule 10b5-1
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Note 9 – Share-Based Compensation
Restricted Stock Units
A summary of the Company’s RSU activity and related information for the nine months ended June 29, 2024 is as follows:
Number of
RSUs
(in thousands)

Balance as of September 30, 2023
RSUs granted
RSUs vested
RSUs canceled
Balance as of June 29, 2024

Weighted-Average
Grant Date Fair
Value Per RSU

180,247
78,276
(83,842)
(8,258)
166,423

$
$
$
$
$

135.91
172.26
126.47
137.85
157.66

Aggregate
Fair Value
(in millions)

$

35,052

The fair value as of the respective vesting dates of RSUs was $6.4 billion and $15.0 billion for the three- and nine-month periods ended
June 29, 2024, respectively, and was $7.0 billion and $14.9 billion for the three- and nine-month periods ended July 1, 2023,
respectively.
Share-Based Compensation
The following table shows share-based compensation expense and the related income tax benefit included in the Condensed
Consolidated Statements of Operations for the three- and nine-month periods ended June 29, 2024 and July 1, 2023 (in millions):
Three Months Ended
June 29,
2024

Share-based compensation expense
Income tax benefit related to share-based compensation expense

$
$

2,869 $
(764) $

Nine Months Ended

July 1,
2023

2,617 $
(993) $

June 29,
2024

8,830 $
(2,662) $

July 1,
2023

8,208
(2,791)

As of June 29, 2024, the total unrecognized compensation cost related to outstanding RSUs was $21.9 billion, which the Company
expects to recognize over a weighted-average period of 2.6 years.
Note 10 – Contingencies
The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and that have not
been fully resolved. The outcome of litigation is inherently uncertain. In the opinion of management, there was not at least a reasonable
possibility the Company may have incurred a material loss, or a material loss greater than a recorded accrual, concerning loss
contingencies for asserted legal and other claims.

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Note 11 – Segment Information and Geographic Data
The following table shows information by reportable segment for the three- and nine-month periods ended June 29, 2024 and July 1,
2023 (in millions):
Three Months Ended
June 29,
2024

Nine Months Ended

July 1,
2023

June 29,
2024

July 1,
2023

Americas:
Net sales
Operating income

$
$

37,678
15,209

$
$

35,383
13,117

$
$

125,381
50,640

$
$

122,445
44,908

Europe:
Net sales
Operating income

$
$

21,884
9,170

$
$

20,205
7,995

$
$

76,404
31,872

$
$

71,831
27,380

Greater China:
Net sales
Operating income

$
$

14,728
5,562

$
$

15,758
6,207

$
$

51,919
20,884

$
$

57,475
24,175

Japan:
Net sales
Operating income

$
$

5,097
2,544

$
$

4,821
2,443

$
$

19,126
9,498

$
$

18,752
9,073

Rest of Asia Pacific:
Net sales
Operating income

$
$

6,390
2,610

$
$

5,630
2,328

$
$

23,275
9,995

$
$

23,284
9,447

A reconciliation of the Company’s segment operating income to the Condensed Consolidated Statements of Operations for the threeand nine-month periods ended June 29, 2024 and July 1, 2023 is as follows (in millions):
Three Months Ended
June 29,
July 1,
2024
2023

Segment operating income
Research and development expense
Other corporate expenses, net
Total operating income

$

$

35,095 $
(8,006)
(1,737)
25,352 $

32,090 $
(7,442)
(1,650)
22,998 $

Nine Months Ended
June 29,
July 1,
2024
2023

122,889 $
(23,605)
(5,659)
93,625 $

114,983
(22,608)
(5,043)
87,332

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Item 2.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Item and other sections of this Quarterly Report on Form 10-Q (“Form 10-Q”) contain forward-looking statements, within the
meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide
current expectations of future events based on certain assumptions and include any statement that does not directly relate to any
historical or current fact. For example, statements in this Form 10-Q regarding the potential future impact of macroeconomic conditions
on the Company’s business and results of operations are forward-looking statements. Forward-looking statements can also be identified
by words such as “future,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “will,” “would,” “could,” “can,”
“may,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may
differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but
are not limited to, those discussed in Part I, Item 1A of the 2023 Form 10-K and Part II, Item 1A of this Form 10-Q, in each case under
the heading “Risk Factors.” The Company assumes no obligation to revise or update any forward-looking statements for any reason,
except as required by law.
Unless otherwise stated, all information presented herein is based on the Company’s fiscal calendar, and references to particular years,
quarters, months or periods refer to the Company’s fiscal years ended in September and the associated quarters, months and periods of
those fiscal years.
The following discussion should be read in conjunction with the 2023 Form 10-K filed with the U.S. Securities and Exchange
Commission (the “SEC”) and the condensed consolidated financial statements and accompanying notes included in Part I, Item 1 of this
Form 10-Q.
Available Information
The Company periodically provides certain information for investors on its corporate website, www.apple.com, and its investor relations
website, investor.apple.com. This includes press releases and other information about financial performance, information on
environmental, social and governance matters, and details related to the Company’s annual meeting of shareholders. The information
contained on the websites referenced in this Form 10-Q is not incorporated by reference into this filing. Further, the Company’s
references to website URLs are intended to be inactive textual references only.
Business Seasonality and Product Introductions
The Company has historically experienced higher net sales in its first quarter compared to other quarters in its fiscal year due in part to
seasonal holiday demand. Additionally, new product and service introductions can significantly impact net sales, cost of sales and
operating expenses. The timing of product introductions can also impact the Company’s net sales to its indirect distribution channels as
these channels are filled with new inventory following a product launch, and channel inventory of an older product often declines as the
launch of a newer product approaches. Net sales can also be affected when consumers and distributors anticipate a product
introduction.
During the third quarter of 2024, the Company announced the following product and operating system updates:
•

•
•

iPad Air®;
iPad Pro®;
iOS 18, macOS® Sequoia, iPadOS® 18, watchOS® 11, visionOS™ 2 and tvOS® 18.

The Company also announced Apple Intelligence™, a personal intelligence system that uses generative models, which will be available
on certain iPhone, Mac and iPad devices. Apple Intelligence is deeply integrated into iOS 18, macOS Sequoia and iPadOS 18.
Fiscal Period
The Company’s fiscal year is the 52- or 53-week period that ends on the last Saturday of September. An additional week is included in
the first fiscal quarter every five or six years to realign the Company’s fiscal quarters with calendar quarters, which occurred in the first
quarter of 2023. The Company’s fiscal years 2024 and 2023 span 52 and 53 weeks, respectively.
Macroeconomic Conditions
Macroeconomic conditions, including inflation, interest rates and currency fluctuations, have directly and indirectly impacted, and could
in the future materially impact, the Company’s results of operations and financial condition.

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Segment Operating Performance
The following table shows net sales by reportable segment for the three- and nine-month periods ended June 29, 2024 and July 1, 2023
(dollars in millions):
Three Months Ended
June 29,
2024

Net sales by reportable segment:
Americas
Europe
Greater China
Japan
Rest of Asia Pacific
Total net sales

$

$

37,678
21,884
14,728
5,097
6,390
85,777

July 1,
2023

$

$

Nine Months Ended
Change

35,383
20,205
15,758
4,821
5,630
81,797

6% $
8%
(7)%
6%
13 %
5% $

June 29,
2024

125,381
76,404
51,919
19,126
23,275
296,105

July 1,
2023

$

$

122,445
71,831
57,475
18,752
23,284
293,787

Change

2%
6%
(10)%
2%
—%
1%

Americas
Americas net sales increased during the third quarter of 2024 compared to the third quarter of 2023 due primarily to higher net sales of
Services and iPad. Year-over-year Americas net sales increased during the first nine months of 2024 due primarily to higher net sales of
Services, partially offset by lower net sales of iPhone and Wearables, Home and Accessories. The strength in foreign currencies relative
to the U.S. dollar had a net favorable year-over-year impact on Americas net sales during the first nine months of 2024.
Europe
Europe net sales increased during the third quarter of 2024 compared to the third quarter of 2023 due primarily to higher net sales of
Services and iPad. The weakness in foreign currencies relative to the U.S. dollar had a net unfavorable year-over-year impact on Europe
net sales during the third quarter of 2024. Year-over-year Europe net sales increased during the first nine months of 2024 due primarily
to higher net sales of Services and iPhone, partially offset by lower net sales of Wearables, Home and Accessories.
Greater China
Greater China net sales decreased during the third quarter of 2024 compared to the third quarter of 2023 due primarily to lower net sales
of iPhone. Year-over-year Greater China net sales decreased during the first nine months of 2024 due primarily to lower net sales of
iPhone and iPad. The weakness in the renminbi relative to the U.S. dollar had an unfavorable year-over-year impact on Greater China
net sales during the third quarter and first nine months of 2024.
Japan
Japan net sales increased during the third quarter of 2024 compared to the third quarter of 2023 due primarily to higher net sales of
iPhone and iPad. Year-over-year Japan net sales increased during the first nine months of 2024 due primarily to higher net sales of
iPhone, partially offset by lower net sales of Wearables, Home and Accessories. The weakness in the yen relative to the U.S. dollar had
an unfavorable year-over-year impact on Japan net sales during the third quarter and first nine months of 2024.
Rest of Asia Pacific
Rest of Asia Pacific net sales increased during the third quarter of 2024 compared to the third quarter of 2023 due primarily to higher net
sales of Services, iPhone and iPad. Year-over-year Rest of Asia Pacific net sales were relatively flat during the first nine months of 2024.
The weakness in foreign currencies relative to the U.S. dollar had a net unfavorable year-over-year impact on Rest of Asia Pacific net
sales during the third quarter and first nine months of 2024.

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Products and Services Performance
The following table shows net sales by category for the three- and nine-month periods ended June 29, 2024 and July 1, 2023 (dollars in
millions):
Three Months Ended
June 29,
2024

Net sales by category:
iPhone
Mac
iPad
Wearables, Home and Accessories
Services
Total net sales

$

$

39,296
7,009
7,162
8,097
24,213
85,777

July 1,
2023

$

$

Nine Months Ended
Change

39,669
6,840
5,791
8,284
21,213
81,797

(1)% $
2%
24 %
(2)%
14 %
5% $

June 29,
2024

154,961
22,240
19,744
27,963
71,197
296,105

July 1,
2023

$

$

Change

156,778
21,743
21,857
30,523
62,886
293,787

(1)%
2%
(10)%
(8)%
13 %
1%

iPhone
iPhone net sales were relatively flat during the third quarter and first nine months of 2024 compared to the same periods in 2023.
Mac
Mac net sales increased during the third quarter and first nine months of 2024 compared to the same periods in 2023 due to higher net
sales of laptops.
iPad
iPad net sales increased during the third quarter of 2024 compared to the third quarter of 2023 due primarily to higher net sales of iPad
Pro and iPad Air. Year-over-year iPad net sales decreased during the first nine months of 2024 due primarily to lower net sales of iPad
9th generation and iPad Pro, partially offset by higher net sales of iPad 10th generation.
Wearables, Home and Accessories
Wearables, Home and Accessories net sales decreased during the third quarter of 2024 compared to the third quarter of 2023 due
primarily to lower net sales of Wearables. Year-over-year Wearables, Home and Accessories net sales decreased during the first nine
months of 2024 due primarily to lower net sales of Wearables and Accessories.
Services
Services net sales increased during the third quarter and first nine months of 2024 compared to the same periods in 2023 due primarily
to higher net sales from advertising, the App Store® and cloud services.

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Gross Margin
Products and Services gross margin and gross margin percentage for the three- and nine-month periods ended June 29, 2024 and
July 1, 2023 were as follows (dollars in millions):
Three Months Ended
June 29,
2024

Gross margin:
Products
Services

$
$

Total gross margin
Gross margin percentage:
Products
Services
Total gross margin percentage

21,761
17,917
39,678

35.3 %
74.0 %
46.3 %

Nine Months Ended

July 1,
2023

$
$

21,448
14,965
36,413

35.4 %
70.5 %
44.5 %

June 29,
2024

$
$

84,241
52,563
136,804

July 1,
2023

$
$

37.5 %
73.8 %
46.2 %

84,205
44,516
128,721

36.5 %
70.8 %
43.8 %

Products Gross Margin
Products gross margin was relatively flat during the third quarter and first nine months of 2024 compared to the same periods in 2023.
Products gross margin percentage was relatively flat during the third quarter of 2024 compared to the third quarter of 2023. Year-overyear Products gross margin percentage increased during the first nine months of 2024 due primarily to cost savings, partially offset by a
different Products mix and the weakness in foreign currencies relative to the U.S. dollar.
Services Gross Margin
Services gross margin increased during the third quarter and first nine months of 2024 compared to the same periods in 2023 due
primarily to higher Services net sales.
Services gross margin percentage increased during the third quarter and first nine months of 2024 compared to the same periods in
2023 due primarily to a different Services mix.
The Company’s future gross margins can be impacted by a variety of factors, as discussed in Part I, Item 1A of the 2023 Form 10-K and
Part II, Item 1A of this Form 10-Q, in each case under the heading “Risk Factors.” As a result, the Company believes, in general, gross
margins will be subject to volatility and downward pressure.
Operating Expenses
Operating expenses for the three- and nine-month periods ended June 29, 2024 and July 1, 2023 were as follows (dollars in millions):
Three Months Ended
June 29,
July 1,
2024
2023

Research and development
Percentage of total net sales
Selling, general and administrative
Percentage of total net sales
Total operating expenses
Percentage of total net sales

$
$
$

8,006
$
9%
6,320
$
7%
14,326
$
17 %

7,442
$
9%
5,973
$
7%
13,415
$
16 %

Nine Months Ended
June 29,
July 1,
2024
2023

23,605
$
8%
19,574
$
7%
43,179
$
15 %

22,608
8%
18,781
6%
41,389
14 %

Research and Development
The growth in research and development (“R&D”) expense during the third quarter and first nine months of 2024 compared to the same
periods in 2023 was driven primarily by increases in headcount-related expenses.

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Selling, General and Administrative
Selling, general and administrative expense increased $347 million during the third quarter of 2024 and $793 million during the first nine
months of 2024 compared to the same periods in 2023.
Provision for Income Taxes
Provision for income taxes, effective tax rate and statutory federal income tax rate for the three- and nine-month periods ended June 29,
2024 and July 1, 2023 were as follows (dollars in millions):
Three Months Ended
June 29,
2024

Provision for income taxes
Effective tax rate
Statutory federal income tax rate

$

4,046
$
15.9 %
21 %

July 1,
2023

2,852
$
12.5 %
21 %

Nine Months Ended
June 29,
2024

14,875
$
15.8 %
21 %

July 1,
2023

12,699
14.6 %
21 %

The Company’s effective tax rate for the third quarter and first nine months of 2024 was lower than the statutory federal income tax rate
due primarily to a lower effective tax rate on foreign earnings, the impact of the U.S. federal R&D credit, and tax benefits from sharebased compensation, partially offset by state income taxes.
The Company’s effective tax rate for the third quarter and first nine months of 2024 was higher compared to the same periods in 2023
due primarily to a higher effective tax rate on foreign earnings and lower tax benefits from share-based compensation, partially offset by
lower state income taxes.
Liquidity and Capital Resources
The Company believes its balances of cash, cash equivalents and unrestricted marketable securities, along with cash generated by
ongoing operations and continued access to debt markets, will be sufficient to satisfy its cash requirements and capital return program
over the next 12 months and beyond.
The Company’s contractual cash requirements have not changed materially since the 2023 Form 10-K, except for manufacturing
purchase obligations.
Manufacturing Purchase Obligations
The Company utilizes several outsourcing partners to manufacture subassemblies for the Company’s products and to perform final
assembly and testing of finished products. The Company also obtains individual components for its products from a wide variety of
individual suppliers. As of June 29, 2024, the Company had manufacturing purchase obligations of $38.4 billion, with $38.3 billion
payable within 12 months.
Capital Return Program
In addition to its contractual cash requirements, the Company has authorized share repurchase programs. The programs do not obligate
the Company to acquire a minimum amount of shares. As of June 29, 2024, the Company’s quarterly cash dividend was $0.25 per
share. The Company intends to increase its dividend on an annual basis, subject to declaration by the Board of Directors.
During the third quarter of 2024, the Company repurchased $26.0 billion of its common stock and paid dividends and dividend
equivalents of $3.9 billion.
Recent Accounting Pronouncements
Income Taxes
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which will require the Company to disclose
specified additional information in its income tax rate reconciliation and provide additional information for reconciling items that meet a
quantitative threshold. ASU 2023-09 will also require the Company to disaggregate its income taxes paid disclosure by federal, state and
foreign taxes, with further disaggregation required for significant individual jurisdictions. The Company will adopt ASU 2023-09 in its
fourth quarter of 2026 using a prospective transition method.
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Segment Reporting
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures (“ASU 2023-07”), which will require the Company to disclose segment expenses that are significant and regularly provided
to the Company’s chief operating decision maker (“CODM”). In addition, ASU 2023-07 will require the Company to disclose the title and
position of its CODM and how the CODM uses segment profit or loss information in assessing segment performance and deciding how
to allocate resources. The Company will adopt ASU 2023-07 in its fourth quarter of 2025 using a retrospective transition method.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with GAAP and the Company’s discussion and analysis of
its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that
affect the amounts reported. Note 1, “Summary of Significant Accounting Policies” of the Notes to Condensed Consolidated Financial
Statements in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2023 Form
10-K describe the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated
financial statements. There have been no material changes to the Company’s critical accounting estimates since the 2023 Form 10-K.
Item 3.

Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the Company’s market risk during the first nine months of 2024. For a discussion of the
Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and
Qualitative Disclosures About Market Risk” of the 2023 Form 10-K.
Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal
executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in
Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of June 29, 2024 to provide reasonable assurance that
information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed,
summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the
Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions
regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the third quarter of 2024, which were identified
in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have
materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II — OTHER INFORMATION
Item 1.

Legal Proceedings

Digital Markets Act Investigations
On March 25, 2024, the Commission announced that it had opened two formal noncompliance investigations against the Company
under the European Union (“EU”) Digital Markets Act (the “DMA”). The Commission’s investigations concern (1) Article 5(4) of the DMA,
which relates to how developers may communicate and promote offers to end users for apps distributed through the App Store as well
as how developers may conclude contracts with those end users; and (2) Article 6(3) of the DMA, which relates to default settings,
uninstallation of apps, and a web browser choice screen on iOS. On June 24, 2024, the Commission announced its preliminary findings
in the Article 5(4) investigation alleging that the Company’s App Store rules are in breach of the DMA and announced that it had opened
a third formal investigation against the Company regarding whether the Company’s new contractual requirements for third-party app
developers and app marketplaces may violate the DMA. If the Commission makes a final determination that there has been a violation, it
can issue a cease and desist order and may impose fines up to 10% of the Company’s annual worldwide net sales. Although any
decision by the Commission can be appealed to the General Court of the EU, the effectiveness of the Commission’s order would apply
immediately while the appeal is pending, unless a stay of the order is granted. The Company believes that it complies with the DMA and
has continued to make changes to its compliance plan in response to feedback and engagement with the Commission.
Department of Justice Lawsuit
On March 21, 2024, the U.S. Department of Justice (the “DOJ”) and a number of state and district attorneys general filed a civil antitrust
lawsuit in the U.S. District Court for the District of New Jersey against the Company alleging monopolization or attempted
monopolization in the markets for “performance smartphones” and “smartphones” in violation of U.S. antitrust laws. The DOJ is seeking
equitable relief to redress the alleged anticompetitive behavior. In addition, various civil litigation matters have been filed in state and
federal courts in the U.S. alleging similar violations of U.S. antitrust laws and seeking monetary damages and other nonmonetary relief.
The Company believes it has substantial defenses and intends to vigorously defend itself.
Epic Games
Epic Games, Inc. (“Epic”) filed a lawsuit in the U.S. District Court for the Northern District of California (the “California District Court”)
against the Company alleging violations of federal and state antitrust laws and California’s unfair competition law based upon the
Company’s operation of its App Store. The California District Court found that certain provisions of the Company’s App Store Review
Guidelines violate California’s unfair competition law and issued an injunction enjoining the Company from prohibiting developers from
including in their apps external links that direct customers to purchasing mechanisms other than Apple in-app purchasing. The injunction
applies to apps on the U.S. storefront of the iOS and iPadOS App Store. On January 16, 2024, the Company implemented a plan to
comply with the injunction and filed a statement of compliance with the California District Court. A motion by Epic disputing the
Company’s compliance plan and seeking to enforce the injunction, which the Company has opposed, is pending before the California
District Court. The Company believes it has substantial defenses and intends to vigorously defend itself.
Other Legal Proceedings
The Company is subject to other legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary
course of business. The Company settled certain matters during the third quarter of 2024 that did not individually or in the aggregate
have a material impact on the Company’s financial condition or operating results. The outcome of litigation is inherently uncertain. If one
or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the
Company’s financial condition and operating results for that reporting period could be materially adversely affected.
Item 1A.

Risk Factors

The Company’s business, reputation, results of operations, financial condition and stock price can be affected by a number of factors,
whether currently known or unknown, including those described in Part I, Item 1A of the 2023 Form 10-K and Part II, Item 1A of the Form
10-Q for the quarter ended March 30, 2024 (the “second quarter 2024 Form 10-Q”), in each case under the heading “Risk Factors.”
When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations, financial
condition and stock price can be materially and adversely affected. Except for the risk factor disclosed in Part II, Item 1A of the second
quarter 2024 Form 10-Q, which is hereby incorporated by reference into this Part II, Item 1A of this Form 10-Q, there have been no
material changes to the Company’s risk factors since the 2023 Form 10-K.

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Item 2.

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Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Share repurchase activity during the three months ended June 29, 2024 was as follows (in millions, except number of shares, which are
reflected in thousands, and per-share amounts):

Periods
March 31, 2024 to May 4, 2024:
Open market and privately negotiated purchases
May 5, 2024 to June 1, 2024:
Open market and privately negotiated purchases
June 2, 2024 to June 29, 2024:
Open market and privately negotiated purchases
Total
(1)

Item 3.

Total Number
of Shares
Purchased

Average
Price
Paid Per
Share

Total Number of
Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs

45,690

$

169.74

45,690

51,729

$

188.38

51,729

41,354

$

205.54

41,354

138,773

Approximate Dollar
Value of
Shares That May Yet
Be Purchased
Under the Plans or
Programs (1)

$

114,074

On May 4, 2023, the Board of Directors authorized the purchase of up to $90 billion of the Company’s common stock under a share
repurchase program. As of June 29, 2024, remaining availability under the May 2023 program was $4.1 billion. On May 2, 2024, the
Board of Directors authorized an additional program to repurchase up to $110 billion of the Company’s common stock. The programs
do not obligate the Company to acquire a minimum amount of shares. Under the programs, shares may be repurchased in privately
negotiated or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.

Defaults Upon Senior Securities

None.
Item 4.

Mine Safety Disclosures

Not applicable.
Item 5.

Other Information

Insider Trading Arrangements
On May 24, 2024, Tim Cook, the Company’s Chief Executive Officer, entered into a trading plan intended to satisfy the affirmative
defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the sale, subject to certain price limits, of shares
vesting during the duration of the plan pursuant to certain equity awards granted to Mr. Cook, excluding shares withheld by the Company
to satisfy income tax withholding and remittance obligations. Mr. Cook’s plan will expire on May 24, 2026, subject to early termination in
accordance with the terms of the plan.

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Item 6.

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Exhibits
Incorporated by Reference

Exhibit
Number

31.1*
31.2*
32.1**
101*
104*

Exhibit Description

Form

Exhibit

Filing Date/
Period End
Date

Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
Inline XBRL Document Set for the condensed consolidated financial statements and
accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly
Report on Form 10-Q.
Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in
the Exhibit 101 Inline XBRL Document Set.

*

Filed herewith.

**

Furnished herewith.

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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: August 1, 2024

Apple Inc.
By:

/s/ Luca Maestri
Luca Maestri
Senior Vice President,
Chief Financial Officer

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