☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended April 1, 2023
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
AAPL
The Nasdaq Stock Market LLC
1.375% Notes due 2024
—
The Nasdaq Stock Market LLC
0.000% Notes due 2025
—
The Nasdaq Stock Market LLC
0.875% Notes due 2025
—
The Nasdaq Stock Market LLC
1.625% Notes due 2026
—
The Nasdaq Stock Market LLC
2.000% Notes due 2027
—
The Nasdaq Stock Market LLC
1.375% Notes due 2029
—
The Nasdaq Stock Market LLC
3.050% Notes due 2029
—
The Nasdaq Stock Market LLC
0.500% Notes due 2031
—
The Nasdaq Stock Market LLC
3.600% Notes due 2042
—
The Nasdaq Stock Market LLC
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
15,728,702,000 shares of common stock were issued and outstanding as of April 21, 2023.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In millions, except number of shares which are reflected in thousands and per share amounts)
Three Months Ended
Six Months Ended
April 1, 2023
March 26, 2022
April 1, 2023
March 26, 2022
Net sales:
Products
$
73,929
$
77,457
$
170,317
$
181,886
Services
20,907
19,821
41,673
39,337
Total net sales
94,836
97,278
211,990
221,223
Cost of sales:
Products
46,795
49,290
107,560
113,599
Services
6,065
5,429
12,122
10,822
Total cost of sales
52,860
54,719
119,682
124,421
Gross margin
41,976
42,559
92,308
96,802
Operating expenses:
Research and development
7,457
6,387
15,166
12,693
Selling, general and administrative
6,201
6,193
12,808
12,642
Total operating expenses
13,658
12,580
27,974
25,335
Operating income
28,318
29,979
64,334
71,467
Other income/(expense), net
64
160
(329)
(87)
Income before provision for income taxes
28,382
30,139
64,005
71,380
Provision for income taxes
4,222
5,129
9,847
11,740
Net income
$
24,160
$
25,010
$
54,158
$
59,640
Earnings per share:
Basic
$
1.53
$
1.54
$
3.42
$
3.65
Diluted
$
1.52
$
1.52
$
3.41
$
3.62
Shares used in computing earnings per share:
Basic
15,787,154
16,278,802
15,839,939
16,335,263
Diluted
15,847,050
16,403,316
15,901,384
16,461,304
See accompanying Notes to Condensed Consolidated Financial Statements.
Apple Inc. | Q2 2023 Form 10-Q | 1
Apple Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In millions)
Three Months Ended
Six Months Ended
April 1, 2023
March 26, 2022
April 1, 2023
March 26, 2022
Net income
$
24,160
$
25,010
$
54,158
$
59,640
Other comprehensive income/(loss):
Change in foreign currency translation, net of tax
(95)
(21)
(109)
(381)
Change in unrealized gains/losses on derivative instruments, net of tax:
Change in fair value of derivative instruments
(13)
334
(1,001)
696
Adjustment for net (gains)/losses realized and included in net income
(191)
(301)
(1,957)
(208)
Total change in unrealized gains/losses on derivative instruments
(204)
33
(2,958)
488
Change in unrealized gains/losses on marketable debt securities, net of tax:
Change in fair value of marketable debt securities
1,403
(5,633)
2,303
(6,809)
Adjustment for net (gains)/losses realized and included in net income
62
54
127
45
Total change in unrealized gains/losses on marketable debt securities
1,465
(5,579)
2,430
(6,764)
Total other comprehensive income/(loss)
1,166
(5,567)
(637)
(6,657)
Total comprehensive income
$
25,326
$
19,443
$
53,521
$
52,983
See accompanying Notes to Condensed Consolidated Financial Statements.
Apple Inc. | Q2 2023 Form 10-Q | 2
Apple Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(In millions, except number of shares which are reflected in thousands and par value)
April 1, 2023
September 24, 2022
ASSETS:
Current assets:
Cash and cash equivalents
$
24,687
$
23,646
Marketable securities
31,185
24,658
Accounts receivable, net
17,936
28,184
Inventories
7,482
4,946
Vendor non-trade receivables
17,963
32,748
Other current assets
13,660
21,223
Total current assets
112,913
135,405
Non-current assets:
Marketable securities
110,461
120,805
Property, plant and equipment, net
43,398
42,117
Other non-current assets
65,388
54,428
Total non-current assets
219,247
217,350
Total assets
$
332,160
$
352,755
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable
$
42,945
$
64,115
Other current liabilities
56,425
60,845
Deferred revenue
8,131
7,912
Commercial paper
1,996
9,982
Term debt
10,578
11,128
Total current liabilities
120,075
153,982
Non-current liabilities:
Term debt
97,041
98,959
Other non-current liabilities
52,886
49,142
Total non-current liabilities
149,927
148,101
Total liabilities
270,002
302,083
Commitments and contingencies
Shareholders’ equity:
Common stock and additional paid-in capital, $0.00001 par value: 50,400,000 shares authorized; 15,723,406 and 15,943,425 shares issued and outstanding, respectively
69,568
64,849
Retained earnings/(Accumulated deficit)
4,336
(3,068)
Accumulated other comprehensive income/(loss)
(11,746)
(11,109)
Total shareholders’ equity
62,158
50,672
Total liabilities and shareholders’ equity
$
332,160
$
352,755
See accompanying Notes to Condensed Consolidated Financial Statements.
Apple Inc. | Q2 2023 Form 10-Q | 3
Apple Inc.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
(In millions, except per share amounts)
Three Months Ended
Six Months Ended
April 1, 2023
March 26, 2022
April 1, 2023
March 26, 2022
Total shareholders’ equity, beginning balances
$
56,727
$
71,932
$
50,672
$
63,090
Common stock and additional paid-in capital:
Beginning balances
66,399
58,424
64,849
57,365
Common stock issued
690
593
690
593
Common stock withheld related to net share settlement of equity awards
(281)
(149)
(1,715)
(1,412)
Share-based compensation
2,760
2,313
5,744
4,635
Ending balances
69,568
61,181
69,568
61,181
Retained earnings/(Accumulated deficit):
Beginning balances
3,240
14,435
(3,068)
5,562
Net income
24,160
25,010
54,158
59,640
Dividends and dividend equivalents declared
(3,684)
(3,633)
(7,396)
(7,298)
Common stock withheld related to net share settlement of equity awards
(152)
(190)
(1,130)
(1,920)
Common stock repurchased
(19,228)
(22,910)
(38,228)
(43,272)
Ending balances
4,336
12,712
4,336
12,712
Accumulated other comprehensive income/(loss):
Beginning balances
(12,912)
(927)
(11,109)
163
Other comprehensive income/(loss)
1,166
(5,567)
(637)
(6,657)
Ending balances
(11,746)
(6,494)
(11,746)
(6,494)
Total shareholders’ equity, ending balances
$
62,158
$
67,399
$
62,158
$
67,399
Dividends and dividend equivalents declared per share or RSU
$
0.23
$
0.22
$
0.46
$
0.44
See accompanying Notes to Condensed Consolidated Financial Statements.
Apple Inc. | Q2 2023 Form 10-Q | 4
Apple Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In millions)
Six Months Ended
April 1, 2023
March 26, 2022
Cash, cash equivalents and restricted cash, beginning balances
$
24,977
$
35,929
Operating activities:
Net income
54,158
59,640
Adjustments to reconcile net income to cash generated by operating activities:
Depreciation and amortization
5,814
5,434
Share-based compensation expense
5,591
4,517
Other
(1,732)
1,068
Changes in operating assets and liabilities:
Accounts receivable, net
9,596
5,542
Inventories
(2,548)
1,065
Vendor non-trade receivables
14,785
643
Other current and non-current assets
(4,092)
(3,542)
Accounts payable
(20,764)
(1,750)
Other current and non-current liabilities
1,757
2,515
Cash generated by operating activities
62,565
75,132
Investing activities:
Purchases of marketable securities
(11,197)
(61,987)
Proceeds from maturities of marketable securities
17,124
18,000
Proceeds from sales of marketable securities
1,897
24,668
Payments for acquisition of property, plant and equipment
(6,703)
(5,317)
Other
(247)
(735)
Cash generated by/(used in) investing activities
874
(25,371)
Financing activities:
Payments for taxes related to net share settlement of equity awards
(2,734)
(3,218)
Payments for dividends and dividend equivalents
(7,418)
(7,327)
Repurchases of common stock
(39,069)
(43,109)
Repayments of term debt
(3,651)
(3,750)
Proceeds from/(Repayments of) commercial paper, net
(7,960)
999
Other
(455)
(105)
Cash used in financing activities
(61,287)
(56,510)
Increase/(Decrease) in cash, cash equivalents and restricted cash
2,152
(6,749)
Cash, cash equivalents and restricted cash, ending balances
$
27,129
$
29,180
Supplemental cash flow disclosure:
Cash paid for income taxes, net
$
4,894
$
9,301
Cash paid for interest
$
1,873
$
1,406
See accompanying Notes to Condensed Consolidated Financial Statements.
Apple Inc. | Q2 2023 Form 10-Q | 5
Apple Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1 – Summary of Significant Accounting Policies
Basis of Presentation and Preparation
The condensed consolidated financial statements include the accounts of Apple Inc. and its wholly owned subsidiaries (collectively “Apple” or the “Company”). Intercompany accounts and transactions have been eliminated. 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 requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. 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 24, 2022.
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 2023 and 2022 span 53 and 52 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.
Earnings Per Share
The following table shows the computation of basic and diluted earnings per share for the three- and six-month periods ended April 1, 2023 and March 26, 2022 (net income in millions and shares in thousands):
Three Months Ended
Six Months Ended
April 1, 2023
March 26, 2022
April 1, 2023
March 26, 2022
Numerator:
Net income
$
24,160
$
25,010
$
54,158
$
59,640
Denominator:
Weighted-average basic shares outstanding
15,787,154
16,278,802
15,839,939
16,335,263
Effect of dilutive securities
59,896
124,514
61,445
126,041
Weighted-average diluted shares
15,847,050
16,403,316
15,901,384
16,461,304
Basic earnings per share
$
1.53
$
1.54
$
3.42
$
3.65
Diluted earnings per share
$
1.52
$
1.52
$
3.41
$
3.62
Approximately 48 million restricted stock units (“RSUs”) were excluded from the computation of diluted earnings per share for the six months ended April 1, 2023 because their effect would have been antidilutive.
Apple Inc. | Q2 2023 Form 10-Q | 6
Note 2 – Revenue
Net sales disaggregated by significant products and services for the three- and six-month periods ended April 1, 2023 and March 26, 2022 were as follows (in millions):
Three Months Ended
Six Months Ended
April 1, 2023
March 26, 2022
April 1, 2023
March 26, 2022
iPhone®
$
51,334
$
50,570
$
117,109
$
122,198
Mac®
7,168
10,435
14,903
21,287
iPad®
6,670
7,646
16,066
14,894
Wearables, Home and Accessories
8,757
8,806
22,239
23,507
Services
20,907
19,821
41,673
39,337
Total net sales
$
94,836
$
97,278
$
211,990
$
221,223
Total net sales include $3.5 billion of revenue recognized in the three months ended April 1, 2023 that was included in deferred revenue as of December 31, 2022, $3.0 billion of revenue recognized in the three months ended March 26, 2022 that was included in deferred revenue as of December 25, 2021, $5.5 billion of revenue recognized in the six months ended April 1, 2023 that was included in deferred revenue as of September 24, 2022, and $4.8 billion of revenue recognized in the six months ended March 26, 2022 that was included in deferred revenue as of September 25, 2021.
The Company’s proportion of net sales by disaggregated revenue source was generally consistent for each reportable segment in Note 10, “Segment Information and Geographic Data” for the three- and six-month periods ended April 1, 2023 and March 26, 2022, except in Greater China, where iPhone revenue represented a moderately higher proportion of net sales.
As of April 1, 2023 and September 24, 2022, the Company had total deferred revenue of $12.5 billion and $12.4 billion, respectively. As of April 1, 2023, the Company expects 65% of total deferred revenue to be realized in less than a year, 26% within one-to-two years, 7% within two-to-three years and 2% in greater than three years.
Note 3 – 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 April 1, 2023 and September 24, 2022 (in millions):
April 1, 2023
Adjusted Cost
Unrealized Gains
Unrealized Losses
Fair Value
Cash and Cash Equivalents
Current Marketable Securities
Non-Current Marketable Securities
Cash
$
20,050
$
—
$
—
$
20,050
$
20,050
$
—
$
—
Level 1 (1):
Money market funds
1,656
—
—
1,656
1,656
—
—
Mutual funds
345
5
(26)
324
—
324
—
Subtotal
2,001
5
(26)
1,980
1,656
324
—
Level 2 (2):
U.S. Treasury securities
22,754
1
(1,262)
21,493
9
8,002
13,482
U.S. agency securities
5,743
—
(538)
5,205
—
199
5,006
Non-U.S. government securities
17,380
20
(961)
16,439
—
10,222
6,217
Certificates of deposit and time deposits
2,999
—
—
2,999
2,881
118
—
Commercial paper
271
—
—
271
—
271
—
Corporate debt securities
82,802
32
(6,049)
76,785
91
11,676
65,018
Municipal securities
790
—
(20)
770
—
257
513
Mortgage- and asset-backed securities
22,438
9
(2,106)
20,341
—
116
20,225
Subtotal
155,177
62
(10,936)
144,303
2,981
30,861
110,461
Total (3)
$
177,228
$
67
$
(10,962)
$
166,333
$
24,687
$
31,185
$
110,461
Apple Inc. | Q2 2023 Form 10-Q | 7
September 24, 2022
Adjusted Cost
Unrealized Gains
Unrealized Losses
Fair Value
Cash and Cash Equivalents
Current Marketable Securities
Non-Current Marketable Securities
Cash
$
18,546
$
—
$
—
$
18,546
$
18,546
$
—
$
—
Level 1 (1):
Money market funds
2,929
—
—
2,929
2,929
—
—
Mutual funds
274
—
(47)
227
—
227
—
Subtotal
3,203
—
(47)
3,156
2,929
227
—
Level 2 (2):
U.S. Treasury securities
25,134
—
(1,725)
23,409
338
5,091
17,980
U.S. agency securities
5,823
—
(655)
5,168
—
240
4,928
Non-U.S. government securities
16,948
2
(1,201)
15,749
—
8,806
6,943
Certificates of deposit and time deposits
2,067
—
—
2,067
1,805
262
—
Commercial paper
718
—
—
718
28
690
—
Corporate debt securities
87,148
9
(7,707)
79,450
—
9,023
70,427
Municipal securities
921
—
(35)
886
—
266
620
Mortgage- and asset-backed securities
22,553
—
(2,593)
19,960
—
53
19,907
Subtotal
161,312
11
(13,916)
147,407
2,171
24,431
120,805
Total (3)
$
183,061
$
11
$
(13,963)
$
169,109
$
23,646
$
24,658
$
120,805
(1)Level 1 fair value estimates are based on quoted prices in active markets for identical assets or liabilities.
(2)Level 2 fair value estimates are based on 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.
(3)As of April 1, 2023 and September 24, 2022, total marketable securities included $13.1 billion and $12.7 billion, respectively, that were restricted from general use, related to the State Aid Decision (refer to Note 5, “Income Taxes”) and other agreements.
The following table shows the fair value of the Company’s non-current marketable debt securities, by contractual maturity, as of April 1, 2023 (in millions):
Due after 1 year through 5 years
$
81,352
Due after 5 years through 10 years
11,928
Due after 10 years
17,181
Total fair value
$
110,461
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 Risk
To protect gross margins from fluctuations in foreign currency exchange rates, the Company may enter into forward contracts, option contracts 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 currency exchange rates, the Company may enter into forward contracts, cross-currency swaps or other instruments. The Company designates these instruments as either cash flow or fair value hedges. As of April 1, 2023, 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 19 years.
Apple Inc. | Q2 2023 Form 10-Q | 8
The Company may also enter into derivative instruments that are not designated as accounting hedges to protect gross margins from certain fluctuations in foreign currency exchange rates, as well as to offset a portion of the foreign currency exchange gains and losses generated by the remeasurement of certain assets and liabilities denominated in non-functional currencies.
Interest Rate Risk
To protect the Company’s term debt or marketable securities from fluctuations in interest rates, the Company may enter into 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 April 1, 2023 and September 24, 2022 were as follows (in millions):
April 1, 2023
September 24, 2022
Derivative instruments designated as accounting hedges:
Foreign exchange contracts
$
51,119
$
102,670
Interest rate contracts
$
19,375
$
20,125
Derivative instruments not designated as accounting hedges:
Foreign exchange contracts
$
111,696
$
185,381
The gross fair values of the Company’s derivative assets and liabilities as of September 24, 2022 were as follows (in millions):
September 24, 2022
Fair Value of Derivatives Designated as Accounting Hedges
Fair Value of Derivatives Not Designated as Accounting Hedges
Total Fair Value
Derivative assets (1):
Foreign exchange contracts
$
4,317
$
2,819
$
7,136
Derivative liabilities (2):
Foreign exchange contracts
$
2,205
$
2,547
$
4,752
Interest rate contracts
$
1,367
$
—
$
1,367
(1)Derivative assets are measured using Level 2 fair value inputs and are included in other current assets and other non-current assets in the Condensed Consolidated Balance Sheet.
(2)Derivative liabilities are measured using Level 2 fair value inputs and are included in other current liabilities and other non-current liabilities in the Condensed Consolidated Balance Sheet.
The derivative assets above represent the Company’s gross credit exposure if all counterparties failed to perform. To mitigate credit risk, the Company generally enters into collateral security arrangements that provide for collateral to be received or posted when the net fair values of certain derivatives fluctuate from contractually established thresholds. To further limit credit risk, the Company generally enters into master netting arrangements with the respective counterparties to the Company’s derivative contracts, under which the Company is allowed to settle transactions with a single net amount payable by one party to the other. As of September 24, 2022, 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 $7.8 billion, resulting in a net derivative asset of $412 million.
The carrying amounts of the Company’s hedged items in fair value hedges as of April 1, 2023 and September 24, 2022 were as follows (in millions):
April 1, 2023
September 24, 2022
Hedged assets/(liabilities):
Current and non-current marketable securities
$
14,651
$
13,378
Current and non-current term debt
$
(18,249)
$
(18,739)
Apple Inc. | Q2 2023 Form 10-Q | 9
Accounts Receivable
Trade Receivables
The Company has considerable trade receivables outstanding with its third-party cellular network carriers, wholesalers, retailers, 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 or third-party credit support 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 both April 1, 2023 and September 24, 2022, the Company had one customer that represented 10% or more of total trade receivables, which accounted for10%. The Company’s cellular network carriers accounted for 32% and 44% of total trade receivables as of April 1, 2023 and September 24, 2022, respectively.
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. As of April 1, 2023, the Company hadthreevendors that individually represented 10% or more of total vendor non-trade receivables, which accounted for 43%, 19% and 13%. As of September 24, 2022, the Company had two vendors that individually represented 10% or more of total vendor non-trade receivables, which accounted for 54% and 13%.
The following tables show the Company’s condensed consolidated financial statement details as of April 1, 2023 and September 24, 2022 (in millions):
Inventories
April 1, 2023
September 24, 2022
Components
$
3,379
$
1,637
Finished goods
4,103
3,309
Total inventories
$
7,482
$
4,946
Property, Plant and Equipment, Net
April 1, 2023
September 24, 2022
Gross property, plant and equipment
$
113,066
$
114,457
Accumulated depreciation and amortization
(69,668)
(72,340)
Total property, plant and equipment, net
$
43,398
$
42,117
Other Income/(Expense), Net
The following table shows the detail of other income/(expense), net for the three- and six-month periods ended April 1, 2023 and March 26, 2022 (in millions):
Three Months Ended
Six Months Ended
April 1, 2023
March 26, 2022
April 1, 2023
March 26, 2022
Interest and dividend income
$
918
$
700
$
1,786
$
1,350
Interest expense
(930)
(691)
(1,933)
(1,385)
Other income/(expense), net
76
151
(182)
(52)
Total other income/(expense), net
$
64
$
160
$
(329)
$
(87)
Apple Inc. | Q2 2023 Form 10-Q | 10
Note 5 – Income Taxes
European Commission State Aid Decision
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 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 European Commission appealed the General Court’s decision to the European Court of Justice and a hearing has been scheduled for May 23, 2023. 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 6 – Debt
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 April 1, 2023 and September 24, 2022, the Company had $2.0 billion and $10.0 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 six months ended April 1, 2023 and March 26, 2022 (in millions):
Six Months Ended
April 1, 2023
March 26, 2022
Maturities 90 days or less:
Proceeds from/(Repayments of) commercial paper, net
$
(5,315)
$
4,952
Maturities greater than 90 days:
Proceeds from commercial paper
—
1,191
Repayments of commercial paper
(2,645)
(5,144)
Repayments of commercial paper, net
(2,645)
(3,953)
Total proceeds from/(repayments of) commercial paper, net
$
(7,960)
$
999
Term Debt
As of April 1, 2023 and September 24, 2022, the Company had outstanding fixed-rate notes with varying maturities for an aggregate carrying amount of $107.6 billion and $110.1 billion, respectively (collectively the “Notes”). As of April 1, 2023 and September 24, 2022, the fair value of the Company’s Notes, based on Level 2 inputs, was $98.4 billion and $98.8 billion, respectively.
Note 7 – Shareholders’ Equity
Share Repurchase Program
During the six months ended April 1, 2023, the Company repurchased 262 million shares of its common stock under an authorized share repurchase program for $38.1 billion, excluding excise tax due under the Inflation Reduction Act of 2022. The program does not obligate the Company to acquire a minimum amount of shares. Under the program, 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.
Apple Inc. | Q2 2023 Form 10-Q | 11
Note 8 – Benefit Plans
Restricted Stock Units
A summary of the Company’s RSU activity and related information for the six months ended April 1, 2023 is as follows:
Number of
RSUs
(in thousands)
Weighted-Average Grant Date Fair Value Per RSU
Aggregate
Fair Value
(in millions)
Balance as of September 24, 2022
201,501
$
109.48
RSUs granted
84,902
$
149.73
RSUs vested
(54,795)
$
86.72
RSUs canceled
(4,671)
$
122.79
Balance as of April 1, 2023
226,937
$
129.76
$
37,422
The fair value as of the respective vesting dates of RSUs was $1.1 billion and $8.0 billion for the three- and six-month periods ended April 1, 2023, respectively, and was $1.0 billion and $9.5 billion for the three- and six-month periods ended March 26, 2022, 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 six-month periods ended April 1, 2023 and March 26, 2022 (in millions):
Three Months Ended
Six Months Ended
April 1, 2023
March 26, 2022
April 1, 2023
March 26, 2022
Share-based compensation expense
$
2,686
$
2,252
$
5,591
$
4,517
Income tax benefit related to share-based compensation expense
$
(620)
$
(649)
$
(1,798)
$
(2,185)
As of April 1, 2023, the total unrecognized compensation cost related to outstanding RSUs and stock options was $23.2 billion, which the Company expects to recognize over a weighted-average period of 2.8 years.
Note 9 – Commitments and Contingencies
Unconditional Purchase Obligations
The Company has entered into certain off–balance sheet commitments that require the future purchase of goods or services (“unconditional purchase obligations”). The Company’s unconditional purchase obligations primarily consist of supplier arrangements, licensed content and distribution rights. Future payments under noncancelable unconditional purchase obligations with a remaining term in excess of one year as of April 1, 2023, are as follows (in millions):
2023 (remaining six months)
$
2,263
2024
2,716
2025
2,028
2026
2,602
2027
571
Thereafter
5,897
Total
$
16,077
Contingencies
The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully resolved. The outcome of litigation is inherently uncertain. In the opinion of management, there was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss greater than a recorded accrual, concerning loss contingencies for asserted legal and other claims.
Apple Inc. | Q2 2023 Form 10-Q | 12
Note 10 – Segment Information and Geographic Data
The following table shows information by reportable segment for the three- and six-month periods ended April 1, 2023 and March 26, 2022 (in millions):
Three Months Ended
Six Months Ended
April 1, 2023
March 26, 2022
April 1, 2023
March 26, 2022
Americas:
Net sales
$
37,784
$
40,882
$
87,062
$
92,378
Operating income
$
13,927
$
15,279
$
31,791
$
34,864
Europe:
Net sales
$
23,945
$
23,287
$
51,626
$
53,036
Operating income
$
9,368
$
8,505
$
19,385
$
20,050
Greater China:
Net sales
$
17,812
$
18,343
$
41,717
$
44,126
Operating income
$
7,531
$
8,112
$
17,968
$
19,295
Japan:
Net sales
$
7,176
$
7,724
$
13,931
$
14,831
Operating income
$
3,394
$
3,496
$
6,630
$
6,845
Rest of Asia Pacific:
Net sales
$
8,119
$
7,042
$
17,654
$
16,852
Operating income
$
3,268
$
2,823
$
7,119
$
6,818
A reconciliation of the Company’s segment operating income to the Condensed Consolidated Statements of Operations for the three- and six-month periods ended April 1, 2023 and March 26, 2022 is as follows (in millions):
Three Months Ended
Six Months Ended
April 1, 2023
March 26, 2022
April 1, 2023
March 26, 2022
Segment operating income
$
37,488
$
38,215
$
82,893
$
87,872
Research and development expense
(7,457)
(6,387)
(15,166)
(12,693)
Other corporate expenses, net
(1,713)
(1,849)
(3,393)
(3,712)
Total operating income
$
28,318
$
29,979
$
64,334
$
71,467
Apple Inc. | Q2 2023 Form 10-Q | 13
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This section and other parts 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 Company’s Annual Report on Form 10-K for the fiscal year ended September 24, 2022 (the “2022 Form 10-K”) 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. 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 following discussion should be read in conjunction with the 2022 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.
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 2023 and 2022 span 53 and 52 weeks, respectively.
Quarterly Highlights
Weakness in foreign currencies relative to the U.S. dollar had an unfavorable impact on the Company’s total net sales, which decreased 3% or $2.4 billion during the second quarter of 2023 compared to the same quarter in 2022. The year-over-year net sales decrease consisted primarily of lower net sales of Mac, partially offset by higher net sales of Services.
During the second quarter of 2023, the Company announced the following new products:
•MacBook Pro® 14” and MacBook Pro 16”, powered by the Apple M2 Pro and M2 Max chip;
•Mac mini®, powered by the Apple M2 and M2 Pro chip; and
•Second-generation HomePod®.
The Company repurchased $19.1 billion of its common stock and paid dividends and dividend equivalents of $3.7 billion during the second quarter of 2023.
Apple Inc. | Q2 2023 Form 10-Q | 14
Macroeconomic Conditions
Macroeconomic conditions, including inflation, changes in 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.
Segment Operating Performance
The following table shows net sales by reportable segment for the three- and six-month periods ended April 1, 2023 and March 26, 2022 (dollars in millions):
Three Months Ended
Six Months Ended
April 1, 2023
March 26, 2022
Change
April 1, 2023
March 26, 2022
Change
Net sales by reportable segment:
Americas
$
37,784
$
40,882
(8)
%
$
87,062
$
92,378
(6)
%
Europe
23,945
23,287
3
%
51,626
53,036
(3)
%
Greater China
17,812
18,343
(3)
%
41,717
44,126
(5)
%
Japan
7,176
7,724
(7)
%
13,931
14,831
(6)
%
Rest of Asia Pacific
8,119
7,042
15
%
17,654
16,852
5
%
Total net sales
$
94,836
$
97,278
(3)
%
$
211,990
$
221,223
(4)
%
Americas
Americas net sales decreased during the second quarter and first six months of 2023 compared to the same periods in 2022 due primarily to lower net sales of iPhone and Mac, partially offset by higher net sales of Services.
Europe
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 second quarter and first six months of 2023. During the second quarter of 2023, the Europe net sales increase consisted primarily of higher net sales of iPhone, partially offset by lower net sales of Mac. During the first six months of 2023, the Europe net sales decrease consisted primarily of lower net sales of Mac, partially offset by higher net sales of iPhone.
Greater China
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 second quarter and first six months of 2023. During the second quarter and first six months of 2023, the Greater China net sales decrease consisted primarily of lower net sales of iPhone and Mac.
Japan
The weakness in the yen relative to the U.S. dollar had an unfavorable year-over-year impact on Japan net sales during the second quarter and first six months of 2023. During the second quarter of 2023, the Japan net sales decrease consisted primarily of lower net sales of iPad, Services and iPhone. During the first six months of 2023, the Japan net sales decrease consisted primarily of lower net sales of Services, Wearables, Home and Accessories and Mac.
Rest of Asia Pacific
The weakness in foreign currencies relative to the U.S. dollar had an unfavorable year-over-year impact on Rest of Asia Pacific net sales during the second quarter and first six months of 2023. During the second quarter and first six months of 2023, the Rest of Asia Pacific net sales increase consisted primarily of higher net sales of iPhone, partially offset by lower net sales of Mac.
Apple Inc. | Q2 2023 Form 10-Q | 15
Products and Services Performance
The following table shows net sales by category for the three- and six-month periods ended April 1, 2023 and March 26, 2022 (dollars in millions):
Three Months Ended
Six Months Ended
April 1, 2023
March 26, 2022
Change
April 1, 2023
March 26, 2022
Change
Net sales by category:
iPhone
$
51,334
$
50,570
2
%
$
117,109
$
122,198
(4)
%
Mac
7,168
10,435
(31)
%
14,903
21,287
(30)
%
iPad
6,670
7,646
(13)
%
16,066
14,894
8
%
Wearables, Home and Accessories
8,757
8,806
(1)
%
22,239
23,507
(5)
%
Services
20,907
19,821
5
%
41,673
39,337
6
%
Total net sales
$
94,836
$
97,278
(3)
%
$
211,990
$
221,223
(4)
%
iPhone
iPhone net sales were relatively flat during the second quarter of 2023 compared to the second quarter of 2022. Year-over-year iPhone net sales decreased during the first six months of 2023 due primarily to lower net sales from the Company’s new iPhone models launched in the fourth quarter of 2022.
Mac
Mac net sales decreased during the second quarter and first six months of 2023 compared to the same periods in 2022 due primarily to lower net sales of MacBook Pro.
iPad
iPad net sales decreased during the second quarter of 2023 compared to the second quarter of 2022 due primarily to lower net sales of iPad Pro® and iPad Air®. Year-over-year iPad net sales increased during the first six months of 2023 due primarily to higher net sales of iPad, partially offset by lower net sales of iPad mini®.
Wearables, Home and Accessories
Wearables, Home and Accessories net sales were relatively flat during the second quarter of 2023 compared to the second quarter of 2022. Year-over-year Wearables, Home and Accessories net sales decreased during the first six months of 2023 due primarily to lower net sales of AirPods®.
Services
Services net sales increased during the second quarter and first six months of 2023 compared to the same periods in 2022 due primarily to higher net sales from cloud services, music and advertising.
Apple Inc. | Q2 2023 Form 10-Q | 16
Gross Margin
Products and Services gross margin and gross margin percentage for the three- and six-month periods ended April 1, 2023 and March 26, 2022 were as follows (dollars in millions):
Three Months Ended
Six Months Ended
April 1, 2023
March 26, 2022
April 1, 2023
March 26, 2022
Gross margin:
Products
$
27,134
$
28,167
$
62,757
$
68,287
Services
14,842
14,392
29,551
28,515
Total gross margin
$
41,976
$
42,559
$
92,308
$
96,802
Gross margin percentage:
Products
36.7
%
36.4
%
36.8
%
37.5
%
Services
71.0
%
72.6
%
70.9
%
72.5
%
Total gross margin percentage
44.3
%
43.7
%
43.5
%
43.8
%
Products Gross Margin
Products gross margin decreased during the second quarter and first six months of 2023 compared to the same periods in 2022 due primarily to lower Products volume and the weakness in foreign currencies relative to the U.S. dollar, partially offset by a different Products mix.
Products gross margin percentage increased during the second quarter of 2023 compared to the second quarter of 2022 due primarily to a different Products mix, partially offset by the weakness in foreign currencies relative to the U.S. dollar. Year-over-year Products gross margin percentage decreased during the first six months of 2023 due primarily to the weakness in foreign currencies relative to the U.S. dollar, partially offset by a different Products mix.
Services Gross Margin
Services gross margin increased during the second quarter and first six months of 2023 compared to the same periods in 2022 due primarily to higher Services net sales, partially offset by the weakness in foreign currencies relative to the U.S. dollar and higher Services costs.
Services gross margin percentage decreased during the second quarter and first six months of 2023 compared to the same periods in 2022 due primarily to the weakness in foreign currencies relative to the U.S. dollar and higher Services costs, partially offset by improved leverage.
The Company’s future gross margins can be impacted by a variety of factors, as discussed in Part I, Item 1A of the 2022 Form 10-K under the heading “Risk Factors.” As a result, the Company believes, in general, gross margins will be subject to volatility and downward pressure.
Apple Inc. | Q2 2023 Form 10-Q | 17
Operating Expenses
Operating expenses for the three- and six-month periods ended April 1, 2023 and March 26, 2022 were as follows (dollars in millions):
Three Months Ended
Six Months Ended
April 1, 2023
March 26, 2022
April 1, 2023
March 26, 2022
Research and development
$
7,457
$
6,387
$
15,166
$
12,693
Percentage of total net sales
8
%
7
%
7
%
6
%
Selling, general and administrative
$
6,201
$
6,193
$
12,808
$
12,642
Percentage of total net sales
7
%
6
%
6
%
6
%
Total operating expenses
$
13,658
$
12,580
$
27,974
$
25,335
Percentage of total net sales
14
%
13
%
13
%
11
%
Research and Development
The growth in research and development (“R&D”) expense during the second quarter and first six months of 2023 compared to the same periods in 2022 was driven primarily by increases in headcount-related expenses.
Selling, General and Administrative
Selling, general and administrative expense was relatively flat during the second quarter and first six months of 2023 compared to the same periods in 2022.
Provision for Income Taxes
Provision for income taxes, effective tax rate and statutory federal income tax rate for the three- and six-month periods ended April 1, 2023 and March 26, 2022 were as follows (dollars in millions):
Three Months Ended
Six Months Ended
April 1, 2023
March 26, 2022
April 1, 2023
March 26, 2022
Provision for income taxes
$
4,222
$
5,129
$
9,847
$
11,740
Effective tax rate
14.9
%
17.0
%
15.4
%
16.4
%
Statutory federal income tax rate
21
%
21
%
21
%
21
%
The Company’s effective tax rate for the second quarter of 2023 was lower than the statutory federal income tax rate due primarily to a lower effective tax rate on foreign earnings and the U.S. federal R&D credit, partially offset by state income taxes. The Company’s effective tax rate for the first six months of 2023 was lower than the statutory federal income tax rate due primarily to a lower effective tax rate on foreign earnings, the U.S. federal R&D credit and tax benefits from share-based compensation, partially offset by state income taxes.
The Company’s effective tax rate for the second quarter of 2023 was lower compared to the second quarter of 2022 due primarily to the impact of U.S. foreign tax credit regulations issued by the U.S. Department of the Treasury in 2022 and a higher U.S. federal R&D credit. The Company’s effective tax rate for the first six months of 2023 was lower compared to the same period in 2022 due primarily to the impact of U.S. foreign tax credit regulations issued by the U.S. Department of the Treasury in 2022 and a higher U.S. federal R&D credit, partially offset by lower tax benefits from share-based compensation.
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 2022 Form 10-K, except for commercial paper and manufacturing purchase obligations.
Apple Inc. | Q2 2023 Form 10-Q | 18
Commercial Paper
The Company issues unsecured short-term promissory notes (“Commercial Paper”) pursuant to a commercial paper program. As of April 1, 2023, the Company had $2.0 billion of Commercial Paper outstanding, all of which was payable within 12 months.
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. Outsourcing partners acquire components and build product based on demand information supplied by the Company, which typically covers periods up to 150 days. As of April 1, 2023, the Company had manufacturing purchase obligations of $40.5 billion, with $40.1 billion payable within 12 months. The Company’s manufacturing purchase obligations are primarily noncancelable.
Capital Return Program
In addition to its contractual cash requirements, the Company has an authorized share repurchase program, under which the remaining availability was $22.6 billion as of April 1, 2023. On May 4, 2023, the Company announced the Board of Directors had authorized an additional program to repurchase up to $90 billion of the Company’s common stock. The programs do not obligate the Company to acquire a minimum amount of shares.
On May 4, 2023, the Company also announced the Board of Directors raised the Company’s quarterly cash dividend from $0.23 to $0.24 per share, beginning with the dividend to be paid during the third quarter of 2023. The Company intends to increase its dividend on an annual basis, subject to declaration by the Board of Directors.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles 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 2022 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 2022 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 six months of 2023. 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 2022 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”) were effective as of April 1, 2023 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 second quarter of 2023, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Apple Inc. | Q2 2023 Form 10-Q | 19
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
Epic Games
Epic Games, Inc. (“Epic”) filed a lawsuit in the U.S. District Court for the Northern District of California (the “Northern 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 Company filed a counterclaim for breach of contract. On September 10, 2021, the Northern California District Court ruled in favor of the Company with respect to nine out of the ten counts included in Epic’s claim, and in favor of the Company with respect to the Company’s claims for breach of contract. The Northern 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. On April 24, 2023, the U.S. Court of Appeals for the Ninth Circuit affirmed the Northern California District Court’s ruling. The Company is considering further review of the decision.
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 second quarter of 2023 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 2022 Form 10-K 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. There have been no material changes to the Company’s risk factors since the 2022 Form 10-K.
Item 2. 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 April 1, 2023 was as follows (in millions, except number of shares, which are reflected in thousands, and per share amounts):
Periods
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of
Shares That May Yet Be Purchased
Under the Plans or Programs (1)
January 1, 2023 to February 4, 2023:
Open market and privately negotiated purchases
36,980
$
135.21
36,980
February 5, 2023 to March 4, 2023:
Open market and privately negotiated purchases
49,168
$
150.33
49,168
March 5, 2023 to April 1, 2023:
Open market and privately negotiated purchases
43,164
$
155.32
43,164
Total
129,312
$
22,570
(1)On April 28, 2022, the Board of Directors authorized the purchase of an additional $90 billion of the Company’s common stock under a share repurchase program. As of April 1, 2023, total utilization under the April 2022 authorization was $67.4 billion. On May 4, 2023, the Company announced the Board of Directors had authorized an additional program to repurchase up to $90 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.
Apple Inc. | Q2 2023 Form 10-Q | 20
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Rule 10b5-1 Trading Plans
During the three months ended April 1, 2023, Katherine L. Adams, Timothy D. Cook, Luca Maestri, Deirdre O’Brien and Jeffrey Williams, each an officer for purposes of Section 16 of the Exchange Act, had equity trading plans in place in accordance with Rule 10b5-1(c)(1) under the Exchange Act. An equity trading plan is a written document that preestablishes the amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including sales of shares acquired under the Company’s employee and director equity plans.
Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.
104*
Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.
* Filed herewith.
** Furnished herewith.
Apple Inc. | Q2 2023 Form 10-Q | 21
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.
