Aapl 10-Q 000032019318000070
Aapl 10-Q 000032019318000070
htm 10-Q
                                                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 March 31, 2018
                                                                        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                                             (I.R.S. Employer Identification No.)
                    of incorporation or organization)
                                                                   (408) 996-1010
                                                 (Registrant’s telephone number, including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
                                                                  Yes ☒ No ☐
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the Registrant was required to submit and post such files).
                                                                   Yes   ☒   No   ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
                                                                 Yes ☐ No ☒
                 4,915,138,000 shares of common stock, par value $0.00001 per share, issued and outstanding as of April 20, 2018
                                                      Apple Inc.
                                                      Form 10-Q
                                     For the Fiscal Quarter Ended March 31, 2018
                                                TABLE OF CONTENTS
                                                                                                   Page
                                                         Part I
Item 1.    Financial Statements                                                                     1
Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations   21
Item 3.    Quantitative and Qualitative Disclosures About Market Risk                              33
Item 4.    Controls and Procedures                                                                 34
                                                         Part II
Item 1.    Legal Proceedings                                                                       35
Item 1A.   Risk Factors                                                                            35
Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds                             45
Item 3.    Defaults Upon Senior Securities                                                         45
Item 4.    Mine Safety Disclosures                                                                 45
Item 5.    Other Information                                                                       45
Item 6.    Exhibits                                                                                46
PART I — FINANCIAL INFORMATION
Apple Inc.
Operating expenses:
     Research and development                                               3,378            2,776            6,785             5,647
     Selling, general and administrative                                    4,150            3,718            8,381             7,664
          Total operating expenses                                          7,528            6,494           15,166          13,311
Shareholders’ equity:
     Common stock and additional paid-in capital, $0.00001 par value: 12,600,000 shares
      authorized; 4,943,282 and 5,126,201 shares issued and outstanding, respectively                         38,044               35,867
     Retained earnings                                                                                        91,898               98,330
     Accumulated other comprehensive income/(loss)                                                            (3,064)                (150)
          Total shareholders’ equity                                                                        126,878               134,047
          Total liabilities and shareholders’ equity                                               $        367,502     $         375,319
The Company’s fiscal year is the 52- or 53-week period that ends on the last Saturday of September. The first quarter of 2018
spanned 13 weeks, whereas a 14th week was added to the first fiscal quarter of 2017, as is done every five or six years, to realign
the Company’s fiscal quarters with calendar quarters. 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.
Share-Based Compensation
During the first quarter of 2018, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting
Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-
Based Payment Accounting (“ASU 2016-09”), which modified certain aspects of the accounting for share-based payment
transactions, including income taxes, classification of awards and classification in the statement of cash flows. Historically, excess
tax benefits or deficiencies from the Company’s equity awards were recorded as additional paid-in capital in its Condensed
Consolidated Balance Sheets and were classified as a financing activity in its Condensed Consolidated Statements of Cash Flows.
Beginning in 2018, the Company records any excess tax benefits or deficiencies from its equity awards as part of the provision for
income taxes in its Condensed Consolidated Statements of Operations in the reporting periods in which equity vesting occurs. The
Company elected to apply the cash flow classification requirements related to excess tax benefits retrospectively to all periods
presented, which resulted in an increase to cash generated by operating activities in the Condensed Consolidated Statements of
Cash Flows of $225 million for the six months ended April 1, 2017.
Denominator:
       Weighted-average basic shares outstanding                                 5,024,877                5,225,791              5,068,877                 5,262,226
       Effect of dilutive securities                                                43,616                   35,897                   44,263                  32,615
       Weighted-average diluted shares                                           5,068,493                5,261,688              5,113,140                 5,294,841
Level 1 (1):
  Money market funds                          5,742               —                 —             5,742                 5,742                  —                       —
  Mutual funds                                  800               —               (105)             695                    —                695                        —
       Subtotal                               6,542               —               (105)           6,437                 5,742               695                        —
Level 2 (2):
  U.S. Treasury securities                   56,737                1              (932)          55,806                 6,379             9,106                40,321
  U.S. agency securities                      5,539               —                (39)           5,500                 2,837               588                  2,075
  Non-U.S. government securities              8,247               88              (137)           8,198                    —                477                  7,721
  Certificates of deposit and time
    deposits                                  7,266               —                 —             7,266                 4,611             2,021                       634
  Commercial paper                           17,417               —                 —            17,417              15,455               1,962                        —
  Corporate securities                      138,036              176            (1,975)         136,237                  101             27,431               108,705
  Municipal securities                          973               —                (11)             962                    —                166                       796
  Mortgage- and asset-backed
    securities                               19,966                9              (506)          19,469                    —                435                19,034
       Subtotal                             254,181              274            (3,600)         250,855              29,383              42,186               179,286
Level 1 (1):
  Money market funds                          6,534                 —                 —           6,534              6,534                  —                   —
  Mutual funds                                  799                 —                (88)          711                  —                 711                   —
       Subtotal                               7,333                 —                (88)         7,245              6,534                711                   —
Level 2 (2):
  U.S. Treasury securities                   55,254                58               (230)        55,082                865           17,228              36,989
  U.S. agency securities                      5,162                  2                (9)         5,155              1,439               2,057               1,659
  Non-U.S. government securities              7,827               210                (37)         8,000                  9                123                7,868
  Certificates of deposit and time
    deposits                                  5,832                 —                 —           5,832              1,142               3,918                772
  Commercial paper                            3,640                 —                 —           3,640              2,146               1,494                  —
  Corporate securities                      152,724               969               (242)       153,451                172           27,591             125,688
  Municipal securities                          961                  4                (1)          964                  —                 114                 850
  Mortgage- and asset-backed
    securities                               21,684                35               (175)        21,544                 —                 656            20,888
       Subtotal                             253,084             1,278               (694)       253,668              5,773           53,181             194,714
     (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.
The Company may sell certain of its marketable securities prior to their stated maturities for strategic reasons including, but not
limited to, anticipation of credit deterioration and duration management. The maturities of the Company’s long-term marketable
securities generally range from one to five years.
The following tables show information about the Company’s marketable securities that had been in a continuous unrealized loss
position for less than 12 months and for 12 months or greater as of March 31, 2018 and September 30, 2017 (in millions):
The Company typically invests in highly rated securities, and its investment policy generally limits the amount of credit exposure to
any one issuer. The policy generally requires investments to be investment grade, with the primary objective of minimizing the
potential risk of principal loss. Fair values were determined for each individual security in the investment portfolio. When evaluating
an investment for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair
value has been below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates
and the Company’s intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of the
investment’s cost basis. As of March 31, 2018, the Company does not consider any of its investments to be other-than-temporarily
impaired.
To help protect gross margins from fluctuations in foreign currency exchange rates, certain of the Company’s subsidiaries whose
functional currency is the U.S. dollar may hedge a portion of forecasted foreign currency revenue, and subsidiaries whose functional
currency is not the U.S. dollar and who sell in local currencies may hedge a portion of forecasted inventory purchases not
denominated in the subsidiaries’ functional currencies. The Company may enter into forward contracts, option contracts or other
instruments to manage this risk and may designate these instruments as cash flow hedges. The Company typically hedges portions
of its forecasted foreign currency exposure associated with revenue and inventory purchases, typically for up to 12 months.
To help protect the net investment in a foreign operation from adverse changes in foreign currency exchange rates, the Company
may enter into foreign currency forward and option contracts to offset the changes in the carrying amounts of these investments due
to fluctuations in foreign currency exchange rates. In addition, the Company may use non-derivative financial instruments, such as
its foreign currency–denominated debt, as economic hedges of its net investments in certain foreign subsidiaries. In both of these
cases, the Company designates these instruments as net investment hedges.
The Company may also enter into non-designated foreign currency contracts to partially offset the foreign currency exchange gains
and losses generated by the remeasurement of certain assets and liabilities denominated in non-functional currencies.
The Company may enter into interest rate swaps, options or other instruments to manage interest rate risk. These instruments may
offset a portion of changes in income or expense, or changes in fair value of the Company’s term debt or investments. The Company
designates these instruments as either cash flow or fair value hedges. The Company’s hedged interest rate transactions as of
March 31, 2018 are expected to be recognized within 10 years.
The Company may enter into foreign currency swaps to manage currency risk on its foreign currency–denominated term debt.
These instruments may offset a portion of the foreign currency remeasurement gains or losses on the Company’s term debt and
related interest payments. The Company designates these instruments as cash flow hedges. The Company’s hedged term debt–
related foreign currency transactions as of March 31, 2018 are expected to be recognized within 24 years.
Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged
transaction will not occur in the initially identified time period or within a subsequent two-month time period. Deferred gains and
losses in AOCI associated with such derivative instruments are reclassified into other income/(expense), net in the period of de-
designation. Any subsequent changes in fair value of such derivative instruments are reflected in other income/(expense), net unless
they are re-designated as hedges of other transactions.
The Company records all derivatives in the Condensed Consolidated Balance Sheets at fair value. The Company’s accounting
treatment for these derivative instruments is based on its hedge designation. The following tables show the Company’s derivative
instruments at gross fair value as of March 31, 2018 and September 30, 2017 (in millions):
    (1)   The fair value of derivative assets is measured using Level 2 fair value inputs and is recorded as other current assets and other non-
          current assets in the Condensed Consolidated Balance Sheets.
    (2)   The fair value of derivative liabilities is measured using Level 2 fair value inputs and is recorded as accrued expenses and other non-
          current liabilities in the Condensed Consolidated Balance Sheets.
The following table shows the notional amounts of the Company’s outstanding derivative instruments and credit risk amounts
associated with outstanding or unsettled derivative instruments as of March 31, 2018 and September 30, 2017 (in millions):
The notional amounts for outstanding derivative instruments provide one measure of the transaction volume outstanding and do not
represent the amount of the Company’s exposure to credit or market loss. The credit risk amounts represent the Company’s gross
exposure to potential accounting loss on derivative instruments that are outstanding or unsettled if all counterparties failed to perform
according to the terms of the contract, based on then-current currency or interest rates at each respective date. The Company’s
exposure to credit loss and market risk will vary over time as currency and interest rates change. Although the table above reflects
the notional and credit risk amounts of the Company’s derivative instruments, it does not reflect the gains or losses associated with
the exposures and transactions that the instruments are intended to hedge. The amounts ultimately realized upon settlement of
these financial instruments, together with the gains and losses on the underlying exposures, will depend on actual market conditions
during the remaining life of the instruments.
Under master netting arrangements with the respective counterparties to the Company’s derivative contracts, the Company is
allowed to net settle transactions with a single net amount payable by one party to the other. As of March 31, 2018 and
September 30, 2017, 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 $2.1 billion and $1.4 billion,
respectively, resulting in a net derivative liability of $313 million and a net derivative asset of $32 million, respectively.
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.
The Company had no customers that individually represented 10% or more of total trade receivables as of March 31, 2018. As of
September 30, 2017, the Company had two customers that individually represented 10% or more of total trade receivables, each of
which accounted for 10%. The Company’s cellular network carriers accounted for 48% and 59% of total trade receivables as of
March 31, 2018 and September 30, 2017, respectively.
Inventories
During the second quarter of 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income
(Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (“ASU 2018-02”). ASU 2018-02
allows an entity to elect to reclassify the income tax effects of the Act on items within AOCI to retained earnings. The Company
elected to apply the provision of ASU 2018-02 at the beginning of the second quarter of 2018 with a reclassification of net tax
benefits related to cumulative foreign currency translation and unrealized gains/losses on derivative instruments and marketable
securities, resulting in a $278 million decrease in AOCI and a corresponding increase in retained earnings in the Condensed
Consolidated Balance Sheet.
The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations.
However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are
resolved in a manner inconsistent with its expectations, the Company could be required to adjust its provision for income taxes in the
period such resolution occurs. Although timing of resolution and/or closure of audits is not certain, the Company believes it is
reasonably possible that its gross unrecognized tax benefits could decrease (either by payment, release or a combination of both) in
the next 12 months by as much as $3.4 billion.
Note 5 – 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 both March 31, 2018 and September 30, 2017, the Company had $12.0 billion of Commercial Paper outstanding
with maturities generally less than nine months. The weighted-average interest rate of the Company’s Commercial Paper was 1.68%
as of March 31, 2018 and 1.20% as of September 30, 2017. The following table provides a summary of cash flows associated with
the issuance and maturities of Commercial Paper for the six months ended March 31, 2018 and April 1, 2017 (in millions):
Floating-rate notes 2018 2018 $ 2,000 1.10% 1.10% $ 2,000 1.10% 1.10%
Fixed-rate 1.000% – 3.850% notes 2018 – 2043 12,500 1.08% – 3.91% 12,500 1.08% – 3.91%
Floating-rate notes 2019 2019 1,000 2.09% 2.09% 1,000 1.61% 1.61%
Fixed-rate 2.100% – 4.450% notes 2019 – 2044 8,500 2.09% – 4.48% 8,500 1.61% – 4.48%
Floating-rate notes 2019 – 2020 1,537 1.87% – 2.12% 1,549 1.56% – 1.87%
Fixed-rate 0.350% – 4.375% notes 2019 – 2045 25,094 0.28% – 4.51% 24,522 0.28% – 4.51%
Floating-rate notes 2019 – 2021 1,350 1.93% – 3.05% 1,350 1.45% – 2.44%
Fixed-rate 1.100% – 4.650% notes 2019 – 2046 23,120 1.13% – 4.78% 23,645 1.13% – 4.78%
Floating-rate notes 2019 – 2022 3,250 1.88% – 2.30% 3,250 1.38% – 1.81%
Fixed-rate 0.875% – 4.300% notes 2019 – 2047 25,786 1.54% – 4.30% 25,705 1.51% – 4.30%
To manage interest rate risk on certain of its U.S. dollar–denominated fixed- or floating-rate notes, the Company has entered into
interest rate swaps to effectively convert the fixed interest rates to floating interest rates or the floating interest rates to fixed interest
rates on a portion of these notes. Additionally, to manage foreign currency risk on certain of its foreign currency–denominated notes,
the Company has entered into foreign currency swaps to effectively convert these notes to U.S. dollar–denominated notes.
A portion of the Company’s Japanese yen–denominated notes is designated as a hedge of the foreign currency exposure of the
Company’s net investment in a foreign operation. As of March 31, 2018 and September 30, 2017, the carrying value of the debt
designated as a net investment hedge was $518 million and $1.6 billion, respectively. For further discussion regarding the
Company’s use of derivative instruments see the Derivative Financial Instruments section of Note 2, “Financial Instruments.”
The effective interest rates for the Notes include the interest on the Notes, amortization of the discount or premium and, if applicable,
adjustments related to hedging. The Company recognized $742 million and $1.4 billion of interest expense on its term debt for the
three- and six-month periods ended March 31, 2018, respectively. The Company recognized $507 million and $1.0 billion of interest
expense on its term debt for the three- and six-month periods ended April 1, 2017, respectively.
The Company has entered, and in the future may enter, into accelerated share repurchase arrangements (“ASRs”) with financial
institutions. In exchange for up-front payments, the financial institutions deliver shares of the Company’s common stock during the
purchase periods of each ASR. The total number of shares ultimately delivered, and therefore the average repurchase price paid per
share, is determined at the end of the applicable purchase period of each ASR based on the volume-weighted average price of the
Company’s common stock during that period. The shares received are retired in the periods they are delivered, and the up-front
payments are accounted for as a reduction to shareholders’ equity in the Company’s Condensed Consolidated Balance Sheets in
the periods the payments are made. The Company reflects the ASRs as a repurchase of common stock in the period delivered for
purposes of calculating earnings per share and as forward contracts indexed to its own common stock. The ASRs met all of the
applicable criteria for equity classification, and therefore were not accounted for as derivative instruments.
The following table shows the Company’s ASR activity and related information during the six months ended March 31, 2018 and the
year ended September 30, 2017:
                                                                                                                  Average
                                                           Purchase Period       Number of Shares              Repurchase             ASR Amount
                                                              End Date             (in thousands)             Price Per Share          (in millions)
November 2017 ASR                                            February 2018                  29,269 (1) $              170.84     $              5,000
August 2017 ASR                                             November 2017                   18,887        $           158.84     $              3,000
May 2017 ASR                                                    August 2017                 20,108        $           149.20     $              3,000
February 2017 ASR                                                  May 2017                 20,949        $           143.20     $              3,000
November 2016 ASR                                            February 2017                  51,157        $           117.29     $              6,000
August 2016 ASR                                             November 2016                   26,850        $           111.73     $              3,000
    (1)   Includes 23.6 million shares delivered and retired at the beginning of the purchase period, which began in the first quarter of 2018, and 5.7
          million shares delivered and retired at the end of the purchase period, which concluded in the second quarter of 2018.
Additionally, the Company repurchased shares of its common stock in the open market, which were retired upon repurchase, during
the periods presented as follows:
                                                                                                                  Average
                                                                                    Number of Shares           Repurchase                Amount
                                                                                      (in thousands)          Price Per Share          (in millions)
2018:
     Second quarter                                                                           137,040     $           171.48      $           23,500
     First quarter                                                                             30,181     $           169.26                    5,109
          Total open market common stock repurchases                                          167,221                             $           28,609
2017:
     Fourth quarter                                                                            29,073     $           154.78      $             4,500
     Third quarter                                                                             30,356     $           148.24                    4,500
     Second quarter                                                                            31,070     $           128.74                    4,001
     First quarter                                                                             44,333     $           112.78                    5,000
          Total open market common stock repurchases                                          134,832                             $           18,001
On May 1, 2018, the Company announced that the Board of Directors had authorized a new program to repurchase up to $100
billion of the Company’s common stock. The Company’s share repurchase program does not obligate it to acquire any specific
number of shares. Under the program, shares may be repurchased in privately negotiated and/or open market transactions,
including under plans complying with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The following table shows the pre-tax amounts reclassified from AOCI into the Condensed Consolidated Statements of Operations,
and the associated financial statement line item, for the three- and six-month periods ended March 31, 2018 and April 1, 2017 (in
millions):
The following table shows the changes in AOCI by component for the six months ended March 31, 2018 (in millions):
    (1)    Refer to Note 4, “Income Taxes” for more information on the Company’s adoption of ASU 2018-02 at the beginning of the second quarter of
           2018.
Stock Plans
The Company had 270.0 million shares reserved for future issuance under its stock plans as of March 31, 2018. Restricted stock
units (“RSUs”) granted generally vest over four years, based on continued employment, and are settled upon vesting in shares of the
Company’s common stock on a one-for-one basis. Each share issued with respect to RSUs granted under the Company’s stock
plans reduces the number of shares available for grant under the plans by two shares. RSUs canceled and shares withheld to satisfy
tax withholding obligations increase the number of shares available for grant under the plans utilizing a factor of two times the
number of RSUs canceled or shares withheld.
The fair value as of the respective vesting dates of RSUs was $457 million and $3.6 billion for the three- and six-month periods
ended March 31, 2018, respectively, and was $460 million and $2.6 billion for the three- and six-month periods ended April 1, 2017,
respectively.
Share-Based Compensation
The following table shows a summary of the share-based compensation expense included in the Condensed Consolidated
Statements of Operations for the three- and six-month periods ended March 31, 2018 and April 1, 2017 (in millions):
The income tax benefit related to share-based compensation expense was $347 million and $1.0 billion for the three- and six-month
periods ended March 31, 2018, respectively, and was $424 million and $889 million for the three- and six-month periods ended April
1, 2017, respectively. As of March 31, 2018, the total unrecognized compensation cost related to outstanding RSUs and stock
options was $11.4 billion, which the Company expects to recognize over a weighted-average period of 2.8 years.
The Company offers an iPhone Upgrade Program, which is available to customers who purchase a qualifying iPhone in the U.S., the
U.K. and mainland China. The iPhone Upgrade Program provides customers the right to trade in that iPhone for a specified amount
when purchasing a new iPhone, provided certain conditions are met. The Company accounts for the trade-in right as a guarantee
liability and recognizes arrangement revenue net of the fair value of such right, with subsequent changes to the guarantee liability
recognized within revenue.
The Company has entered into indemnification agreements with its directors and executive officers. Under these agreements, the
Company has agreed to indemnify such individuals to the fullest extent permitted by law against liabilities that arise by reason of
their status as directors or officers of the Company and to advance expenses incurred by such individuals in connection with related
legal proceedings. It is not possible to determine the maximum potential amount of payments the Company could be required to
make under these agreements due to the limited history of prior indemnification claims and the unique facts and circumstances
involved in each claim. While the Company maintains directors and officers liability insurance coverage, such insurance coverage
may be insufficient to cover all losses or all types of claims that may arise.
The Company uses some custom components that are not commonly used by its competitors, and new products introduced by the
Company often utilize custom components available from only one source. When a component or product uses new technologies,
initial capacity constraints may exist until the suppliers’ yields have matured or manufacturing capacity has increased. If the
Company’s supply of components for a new or existing product were delayed or constrained, or if an outsourcing partner delayed
shipments of completed products to the Company, the Company’s financial condition and operating results could be materially
adversely affected. The Company’s business and financial performance could also be materially adversely affected depending on
the time required to obtain sufficient quantities from the original source, or to identify and obtain sufficient quantities from an
alternative source. Continued availability of these components at acceptable prices, or at all, may be affected if those suppliers
decide to concentrate on the production of common components instead of components customized to meet the Company’s
requirements.
The Company has entered into agreements for the supply of many components; however, there can be no guarantee that the
Company will be able to extend or renew these agreements on similar terms, or at all. Therefore, the Company remains subject to
significant risks of supply shortages and price increases that could materially adversely affect its financial condition and operating
results.
Substantially all of the Company’s hardware products are manufactured by outsourcing partners that are located primarily in Asia,
with some Mac computers manufactured in the U.S. and Ireland. A significant concentration of this manufacturing is currently
performed by a small number of outsourcing partners, often in single locations. Certain of these outsourcing partners are the sole-
sourced suppliers of components and manufacturers for many of the Company’s products. Although the Company works closely with
its outsourcing partners on manufacturing schedules, the Company’s operating results could be adversely affected if its outsourcing
partners were unable to meet their production commitments. The Company’s manufacturing purchase obligations typically cover its
requirements for periods up to 150 days.
Operating Leases
The Company leases various equipment and facilities, including retail space, under noncancelable operating lease arrangements.
The Company does not currently utilize any other off–balance sheet financing arrangements. As of March 31, 2018, the Company’s
total future minimum lease payments under noncancelable operating leases were $9.8 billion. The Company’s retail store and other
facility leases typically have original terms not exceeding 10 years and generally contain multi-year renewal options.
Contingencies
The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and that have
not been fully adjudicated, as further discussed in Part II, Item 1 of this Form 10-Q under the heading “Legal Proceedings” and in
Part II, Item 1A of this Form 10-Q under the heading “Risk Factors.” In the opinion of management, there was not at least a
reasonable possibility the Company may have incurred a material loss, or a material loss in excess of a recorded accrual, with
respect to loss contingencies for asserted legal and other claims, except for the following matter:
VirnetX
VirnetX, Inc. filed two lawsuits in the U.S. District Court for the Eastern District of Texas (the “Eastern Texas District Court”) against
the Company alleging that certain Company products infringe four patents (the “VirnetX Patents”) relating to network
communications technology (“VirnetX I” and “VirnetX II”). On September 30, 2016, a jury returned a verdict in VirnetX I against the
Company and awarded damages of $302 million, which later increased to $440 million in post-trial proceedings. VirnetX I is currently
on appeal at the U.S. Court of Appeals for the Federal Circuit (the “Federal Circuit”). On April 11, 2018, a jury returned a verdict in
VirnetX II against the Company and awarded damages of $503 million. VirnetX II is currently in post-trial proceedings and is
expected to proceed to appeal thereafter. The Company has challenged the validity of the VirnetX Patents at the U.S. Patent and
Trademark Office (the “PTO”). In response, the PTO has declared the VirnetX Patents invalid. VirnetX has appealed, and those
appeals are currently pending at the Federal Circuit. The Federal Circuit has consolidated the Company’s appeal of the Eastern
Texas District Court VirnetX I verdict and VirnetX’s appeals from the PTO invalidity proceedings. The Company believes it will prevail
on the merits.
The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting
period for amounts in excess of management’s expectations, the Company’s consolidated financial statements for that reporting
period could be materially adversely affected.
The Company manages its business primarily on a geographic basis. The Company’s reportable segments consist of the Americas,
Europe, Greater China, Japan and Rest of Asia Pacific. Americas includes both North and South America. Europe includes
European countries, as well as India, the Middle East and Africa. Greater China includes China, Hong Kong and Taiwan. Rest of
Asia Pacific includes Australia and those Asian countries not included in the Company’s other reportable segments. Although the
reportable segments provide similar hardware and software products and similar services, each one is managed separately to better
align with the location of the Company’s customers and distribution partners and the unique market dynamics of each geographic
region. The accounting policies of the various segments are the same as those described in Note 1, “Summary of Significant
Accounting Policies” of the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2017 Form 10-K.
The Company evaluates the performance of its reportable segments based on net sales and operating income. Net sales for
geographic segments are generally based on the location of customers and sales through the Company’s retail stores located in
those geographic locations. Operating income for each segment includes net sales to third parties, related cost of sales and
operating expenses directly attributable to the segment. Advertising expenses are generally included in the geographic segment in
which the expenditures are incurred. Operating income for each segment excludes other income and expense and certain expenses
managed outside the reportable segments. Costs excluded from segment operating income include various corporate expenses
such as research and development, corporate marketing expenses, certain share-based compensation expenses, income taxes,
various nonrecurring charges and other separately managed general and administrative costs. The Company does not include
intercompany transfers between segments for management reporting purposes.
Europe:
     Net sales                                                  $       13,846     $      12,733     $       34,900    $      31,254
     Operating income                                           $        4,259     $        3,851    $       11,152    $        9,587
Greater China:
     Net sales                                                  $       13,024     $      10,726     $       30,980    $      26,959
     Operating income                                           $        4,963     $        4,224    $       11,871    $      10,400
Japan:
     Net sales                                                  $        5,468     $        4,485    $       12,705    $      10,251
     Operating income                                           $        2,346     $        2,037    $        5,428    $        4,710
A reconciliation of the Company’s segment operating income to the Condensed Consolidated Statements of Operations for the
three- and six-month periods ended March 31, 2018 and April 1, 2017 is as follows (in millions):
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. 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 II, Item 1A of this Form 10-Q under the heading “Risk Factors,” which are incorporated herein by reference. The
following discussion should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended
September 30, 2017 (the “2017 Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”) and the
condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Form 10-Q. All information presented
herein is based on the Company’s fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or
periods refer to the Company’s fiscal years ended in September and the associated quarters, months and periods of those fiscal
years. Each of the terms the “Company” and “Apple” as used herein refers collectively to Apple Inc. and its wholly-owned
subsidiaries, unless otherwise stated. The Company assumes no obligation to revise or update any forward-looking statements for
any reason, except as required by law.
Available Information
The Company’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to
reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are
filed with the SEC. The Company is subject to the informational requirements of the Exchange Act and files or furnishes reports,
proxy statements, and other information with the SEC. Such reports and other information filed by the Company with the SEC are
available free of charge on the Company’s website at investor.apple.com/sec.cfm when such reports are available on the SEC’s
website. The public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at
100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information
statements and other information regarding issuers that file electronically with the SEC at www.sec.gov. The 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 Strategy
The Company is committed to bringing the best user experience to its customers through its innovative hardware, software and
services. The Company’s business strategy leverages its unique ability to design and develop its own operating systems, hardware,
application software and services to provide its customers products and solutions with innovative design, superior ease-of-use and
seamless integration. As part of its strategy, the Company continues to expand its platform for the discovery and delivery of digital
content and applications through its Digital Content and Services, which allows customers to discover and download digital content,
iOS, Mac, Apple Watch and Apple TV applications, and books through either a Mac or Windows personal computer or through
iPhone, iPad and iPod touch® devices (“iOS devices”), Apple TV and Apple Watch. The Company also supports a community for the
development of third-party software and hardware products and digital content that complement the Company’s offerings. The
Company believes a high-quality buying experience with knowledgeable salespersons who can convey the value of the Company’s
products and services greatly enhances its ability to attract and retain customers. Therefore, the Company’s strategy also includes
building and expanding its own retail and online stores and its third-party distribution network to effectively reach more customers
and provide them with a high-quality sales and post-sales support experience. The Company believes ongoing investment in
research and development (“R&D”), marketing and advertising is critical to the development and sale of innovative products,
services and technologies.
Fiscal Period
The Company’s fiscal year is the 52- or 53-week period that ends on the last Saturday of September. The first quarter of 2018
spanned 13 weeks, whereas a 14th week was added to the first quarter of 2017, as is done every five or six years, to realign fiscal
quarters with calendar quarters.
The Company began shipping HomePod in February 2018. In March 2018, the Company introduced a new 9.7-inch iPad with Apple
Pencil® compatibility, which began shipping at the end of the second quarter of 2018.
The Company spent $23.5 billion to repurchase shares of its common stock and paid dividends and dividend equivalents of $3.2
billion during the second quarter of 2018.
    (1)   Includes deferrals and amortization of related software upgrade rights and non-software services.
    (2)   Includes revenue from Digital Content and Services, AppleCare®, Apple Pay, licensing and other services.
    (3)   Includes sales of AirPods, Apple TV, Apple Watch, Beats® products, HomePod, iPod touch and other Apple-branded and third-party
          accessories.
iPhone
The following table presents iPhone net sales and unit sales information for the three- and six-month periods ended March 31, 2018
and April 1, 2017 (dollars in millions and units in thousands):
iPhone net sales increased during the second quarter and first six months of 2018 compared to the same periods in 2017 due
primarily to a different mix of iPhones with higher average selling prices.
iPad
The following table presents iPad net sales and unit sales information for the three- and six-month periods ended March 31, 2018
and April 1, 2017 (dollars in millions and units in thousands):
iPad net sales increased during the second quarter and first six months of 2018 compared to the same periods in 2017 due primarily
to a different mix of iPads with higher average selling prices.
Mac
The following table presents Mac net sales and unit sales information for the three- and six-month periods ended March 31, 2018
and April 1, 2017 (dollars in millions and units in thousands):
Mac net sales were flat during the second quarter of 2018 and declined during the first six months of 2018 compared to the same
periods in 2017 due primarily to lower Mac unit sales. The MacBook Pro® launch during the first quarter of 2017 had a positive
impact on the results during the first six months of 2017. The strength in foreign currencies relative to the U.S. dollar had a favorable
impact on Mac net sales during the second quarter and first six months of 2018.
Services net sales increased during the second quarter of 2018 compared to the same period in 2017 due primarily to licensing, App
Store and AppleCare. Year-over-year growth in Services net sales during the first six months of 2018 was due primarily to licensing,
App Store and iCloud.
Americas
The following table presents Americas net sales information for the three- and six-month periods ended March 31, 2018 and April 1,
2017 (dollars in millions):
Americas net sales increased during the second quarter and first six months of 2018 compared to the same periods in 2017 due
primarily to higher net sales of iPhone, Services and Other Products.
Europe
The following table presents Europe net sales information for the three- and six-month periods ended March 31, 2018 and April 1,
2017 (dollars in millions):
The strength in foreign currencies relative to the U.S. dollar had a favorable impact on Europe net sales during the second quarter
and first six months of 2018 compared to the same periods in 2017. Additionally, year-over-year Europe net sales increased during
the first six months of 2018 due primarily to higher net sales of iPhone and Services.
Greater China net sales increased during the second quarter and first six months of 2018 compared to the same periods in 2017 due
primarily to higher net sales of iPhone and the strength in foreign currencies relative to the U.S. dollar.
Japan
The following table presents Japan net sales information for the three- and six-month periods ended March 31, 2018 and April 1,
2017 (dollars in millions):
Japan net sales increased during the second quarter and first six months of 2018 compared to the same periods in 2017 due
primarily to higher net sales of iPhone and Services. Additionally, the value of the Japanese Yen relative to the U.S. dollar had a
favorable impact on Japan net sales during the second quarter of 2018 and an unfavorable impact during the first six months of
2018.
The strength in foreign currencies relative to the U.S. dollar had a favorable impact on Rest of Asia Pacific net sales during the
second quarter and first six months of 2018 compared to the same periods in 2017. Additionally, year-over-year Rest of Asia Pacific
net sales increased during the first six months of 2018 due primarily to higher net sales of iPhone and Services.
Gross margin increased during the second quarter and first six months of 2018 compared to the same periods in 2017 due primarily
to a favorable shift in mix of products and Services, partially offset by higher product cost structures. Additionally, to a lesser extent
the strength in foreign currencies relative to the U.S. dollar had a favorable impact on gross margin.
Gross margin percentage decreased during the second quarter and first six months of 2018 compared to the same periods in 2017
due primarily to higher product cost structures, partially offset by a favorable shift in mix of products and Services. Additionally, to a
lesser extent the strength in foreign currencies relative to the U.S. dollar had a favorable impact on gross margin percentage.
The Company anticipates gross margin percentage during the third quarter of 2018 to be between 38.0% and 38.5%. The foregoing
statement regarding the Company’s expected gross margin percentage in the third quarter of 2018 is forward-looking and could
differ from actual results. The Company’s future gross margins can be impacted by multiple factors including, but not limited to, those
set forth in Part II, Item 1A of this Form 10-Q under the heading “Risk Factors” and those described in this paragraph. In general, the
Company believes gross margins will remain under downward pressure due to a variety of factors, including: continued industry-
wide global product pricing pressures; increased competition; the Company’s ability to effectively stimulate demand for certain of its
products; compressed product life cycles; product transitions; potential increases in the cost of components and outside
manufacturing services; the Company’s ability to manage product quality and warranty costs effectively; and a potential shift in the
Company’s sales mix towards products with lower gross margins. In response to competitive pressures, the Company expects it will
continue to take product pricing actions, which would adversely affect gross margins. Due to the Company’s significant international
operations, its financial condition and operating results, including gross margins, could be significantly affected by fluctuations in
exchange rates.
Operating Expenses
Operating expenses for the three- and six-month periods ended March 31, 2018 and April 1, 2017 were as follows (dollars in
millions):
The decrease in other income/(expense), net during the second quarter and first six months of 2018 compared to the same periods
in 2017 was due primarily to the impact of foreign exchange–related items and higher interest expense on debt, partially offset by
higher interest income. Additionally, the decrease in other income/(expense), net during the first six months of 2018 was partially
offset by realized gains on sales of marketable securities. The weighted-average interest rate earned by the Company on its cash,
cash equivalents and marketable securities was 2.14% and 1.99% in the second quarter of 2018 and 2017, respectively, and 2.12%
and 1.93% in the first six months of 2018 and 2017, respectively.
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law. The Act
lowered the Company’s U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018, while also imposing a
deemed repatriation tax on previously deferred foreign income. By operation of law, the Company will apply a blended U.S. statutory
federal income tax rate of 24.5% for 2018 (the “2018 blended U.S. tax rate”). The Act also created a new minimum tax on certain
future foreign earnings.
The Company’s effective tax rate of 14.5% for the second quarter of 2018 was lower than the 2018 blended U.S. tax rate due
primarily to the lower tax rate on foreign earnings. The Company’s effective tax rate of 21.6% for the first six months of 2018 was
lower than the 2018 blended U.S. tax rate due primarily to the lower tax rate on foreign earnings, partially offset by the
remeasurement of deferred tax assets and liabilities as a result of the Act.
The Company’s effective tax rate of 14.5% for the second quarter of 2018 was lower than the same period in 2017 due to the lower
2018 blended U.S. tax rate as a result of the Act. The Company’s effective tax rate of 21.6% for the first six months of 2018 was
lower than the same period in 2017 due to the lower 2018 blended U.S. tax rate, partially offset by the remeasurement of deferred
tax assets and liabilities as a result of the Act.
As a result of adopting Accounting Standards Update (“ASU”) No. 2016-09, Compensation – Stock Compensation (Topic 718):
Improvements to Employee Share-Based Payment Accounting, in 2018, the Company records any excess tax benefits or
deficiencies from its equity awards as part of the provision for income taxes. The Company anticipates that these excess tax benefits
or deficiencies will have the greatest impact on its effective tax rates in the first and third quarters, as the majority of the Company’s
equity awards vest in those quarters.
The Company is subject to audits by federal, state, local and foreign tax authorities. Management believes that adequate provisions
have been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted
with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner inconsistent with management’s
expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.
Hedging
In August 2017, the Financial Accounting Standards Board (the “FASB”) issued ASU No. 2017-12, Derivatives and Hedging (Topic
815): Targeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 expands component and fair
value hedging, specifies the presentation of the effects of hedging instruments, and eliminates the separate measurement and
presentation of hedge ineffectiveness. The Company will adopt ASU 2017-12 in its first quarter of 2020 utilizing the modified
retrospective transition method and is currently evaluating the impact of adoption on its consolidated financial statements.
Restricted Cash
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”),
which enhances and clarifies the guidance on the classification and presentation of restricted cash in the statement of cash flows.
The Company will adopt ASU 2016-18 in its first quarter of 2019 utilizing the retrospective transition method. Currently, the
Company’s restricted cash balance is not significant.
Income Taxes
In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than
Inventory (“ASU 2016-16”), which requires the recognition of the income tax consequences of an intra-entity transfer of an asset,
other than inventory, when the transfer occurs. The Company will adopt ASU 2016-16 in its first quarter of 2019 utilizing the modified
retrospective transition method. Currently, the Company estimates recording up to $4 billion of net deferred tax assets on its
Condensed Consolidated Balance Sheets upon adoption. However, the ultimate impact of adopting ASU 2016-16 will depend on the
balance of intellectual property transferred between its subsidiaries as of the adoption date, as well as the deferred tax impact of the
new minimum tax on certain future foreign earnings. The Company will recognize incremental deferred income tax expense
thereafter as these net deferred tax assets are utilized.
Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which modifies lease accounting for
lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key
information about leasing arrangements. The Company will adopt ASU 2016-02 in its first quarter of 2020 utilizing the modified
retrospective transition method. While the Company is currently evaluating the impact of adopting ASU 2016-02, based on the lease
portfolio as of March 31, 2018, the Company anticipates recording lease assets and liabilities of approximately $9.0 billion on its
Condensed Consolidated Balance Sheets, with no material impact to its Condensed Consolidated Statements of Operations.
However, the ultimate impact of adopting ASU 2016-02 will depend on the Company’s lease portfolio as of the adoption date.
Financial Instruments
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and
Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspects of recognition,
measurement, presentation and disclosure of financial instruments. The Company will adopt ASU 2016-01 in its first quarter of 2019
utilizing the modified retrospective transition method. Based on the composition of the Company’s investment portfolio, the adoption
of ASU 2016-01 is not expected to have a material impact on its consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses
on Financial Instruments (“ASU 2016-13”), which modifies the measurement of expected credit losses of certain financial
instruments. The Company will adopt ASU 2016-13 in its first quarter of 2021 utilizing the modified retrospective transition method.
Based on the composition of the Company’s investment portfolio, current market conditions, and historical credit loss activity, the
adoption of ASU 2016-13 is not expected to have a material impact on its consolidated financial statements.
Subsequently, the FASB has issued the following standards related to ASU 2014-09: ASU No. 2016-08, Revenue from Contracts
with Customers (Topic 606): Principal versus Agent Considerations (“ASU 2016-08”); ASU No. 2016-10, Revenue from Contracts
with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”); ASU No. 2016-12, Revenue from
Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”); and ASU No. 2016-
20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (“ASU 2016-20”). The Company
must adopt ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 with ASU 2014-09 (collectively, the “new revenue
standards”).
The new revenue standards may be applied retrospectively to each prior period presented or retrospectively with the cumulative
effect recognized as of the date of adoption. The Company will adopt the new revenue standards in its first quarter of 2019 utilizing
the full retrospective transition method. The new revenue standards are not expected to have a material impact on the amount and
timing of revenue recognized in the Company’s consolidated financial statements.
    (1)   Refer to Note 1, “Summary of Significant Accounting Polices” in the Notes to Condensed Consolidated Financial Statements in Part I, Item
          1 of this Form 10-Q for more information on the prior period reclassification related to the Company’s adoption of ASU 2016-09.
The Company believes its existing balances of cash, cash equivalents and marketable securities will be sufficient to satisfy its
working capital needs, capital asset purchases, outstanding commitments and other liquidity requirements associated with its
existing operations over the next 12 months. The Company currently anticipates the cash used for future dividends, the share
repurchase program and debt repayments will come from its current cash and cash generated from ongoing operating activities.
In connection with the State Aid Decision, although Ireland is still computing the recovery amount, the Company expects the amount
to be in line with the European Commission’s announced recovery amount of €13 billion, plus interest of €1 billion. During the third
quarter of 2018, the Company expects to begin funding amounts into escrow, where they will remain pending conclusion of all
appeals.
The Company’s marketable securities investment portfolio is primarily invested in highly rated securities, and its investment policy
generally limits the amount of credit exposure to any one issuer. The policy generally requires investments to be investment grade,
with the primary objective of minimizing the potential risk of principal loss.
During the six months ended April 1, 2017, cash generated by operating activities of $39.8 billion was a result of $28.9 billion of net
income, non-cash adjustments to net income of $10.4 billion and an increase in the net change in operating assets and liabilities of
$479 million. Cash used in investing activities of $33.3 billion during the six months ended April 1, 2017 consisted primarily of cash
used for purchases of marketable securities, net of sales and maturities, of $26.9 billion and cash used to acquire property, plant and
equipment of $6.3 billion. Cash used in financing activities of $11.8 billion during the six months ended April 1, 2017 consisted
primarily of cash used to repurchase common stock of $18.0 billion and cash used to pay dividends and dividend equivalents of $6.1
billion, partially offset by proceeds from the issuance of term debt, net of $11.0 billion and proceeds from commercial paper, net of
$1.9 billion.
Capital Assets
The Company’s capital expenditures were $5.8 billion during the first six months of 2018. The Company anticipates utilizing
approximately $16.0 billion for capital expenditures during 2018, which includes product tooling and manufacturing process
equipment; data centers; corporate facilities and infrastructure, including information systems hardware, software and
enhancements; and retail store facilities.
Debt
The Company issues unsecured short-term promissory notes (“Commercial Paper”) pursuant to a commercial paper program. The
Company uses the net proceeds from the commercial paper program for general corporate purposes, including dividends and share
repurchases. As of March 31, 2018, the Company had $12.0 billion of Commercial Paper outstanding, with a weighted-average
interest rate of 1.68% and maturities generally less than nine months.
As of March 31, 2018, the Company had outstanding floating- and fixed-rate notes with varying maturities for an aggregate principal
amount of $111.1 billion (collectively the “Notes”). During the second quarter of 2018, the Company repaid $500 million of its Notes.
The Company has entered, and in the future may enter, into interest rate swaps to manage interest rate risk on the Notes. In
addition, the Company has entered, and in the future may enter, into foreign currency swaps to manage foreign currency risk on the
Notes.
Further information regarding the Company’s debt issuances and related hedging activity can be found in Part I, Item 1 of this Form
10-Q in the Notes to Condensed Consolidated Financial Statements in Note 2, “Financial Instruments” and Note 5, “Debt.”
The following table presents the Company’s dividends, dividend equivalents, share repurchases and net share settlement activity
from the start of the capital return program in August 2012 through March 31, 2018 (in millions):
Operating Leases
As of March 31, 2018, the Company’s total future minimum lease payments under noncancelable operating leases were $9.8 billion.
The Company’s retail store and other facility leases typically have original terms not exceeding 10 years and generally contain multi-
year renewal options.
Indemnification
Agreements entered into by the Company sometimes include indemnification provisions which may subject the Company to costs
and damages in the event of a claim against an indemnified third party. In the opinion of management, there was not at least a
reasonable possibility the Company may have incurred a material loss, or a material loss in excess of a recorded accrual, with
respect to indemnification of third parties.
The Company offers an iPhone Upgrade Program, which is available to customers who purchase a qualifying iPhone in the U.S., the
U.K. and mainland China. The iPhone Upgrade Program provides customers the right to trade in that iPhone for a specified amount
when purchasing a new iPhone, provided certain conditions are met. The Company accounts for the trade-in right as a guarantee
liability and recognizes arrangement revenue net of the fair value of such right, with subsequent changes to the guarantee liability
recognized within revenue.
Note 1, “Summary of Significant Accounting Policies” 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 2017 Form 10-K, and “Critical Accounting Policies and Estimates” in Part II, Item 7 of the 2017
Form 10-K describe the significant accounting policies and methods used in the preparation of the Company’s condensed
consolidated financial statements. With the exception of Income Taxes, there have been no material changes to the Company’s
critical accounting policies and estimates since the 2017 Form 10-K.
Income Taxes
The Company records a tax provision for the anticipated tax consequences of its reported operating results. The provision for
income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the
expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities,
and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted
tax rates that will be in effect for the years in which those tax assets and liabilities are expected to be realized or settled. The
Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be
realized.
The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax position will be
sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the
financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement.
Management believes it is more likely than not that forecasted income, including income that may be generated as a result of certain
tax planning strategies, together with future reversals of existing taxable temporary differences, will be sufficient to fully recover the
Company’s deferred tax assets. In the event that the Company determines all or part of its net deferred tax assets are not realizable
in the future, the Company will record an adjustment to the valuation allowance that would be charged to earnings in the period such
determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of
uncertainties in the application of GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with
management’s expectations could have a material impact on the Company’s financial condition and operating results.
On December 22, 2017, the U.S. enacted the Act, which significantly changed U.S. tax law. The Act lowered the Company’s U.S.
statutory federal income tax rate from 35% to 21% effective January 1, 2018, while also imposing a deemed repatriation tax on
previously deferred foreign income. The Act also created a new minimum tax on certain future foreign earnings. During the first six
months of fiscal 2018, the Company recognized income tax expense of $9.3 billion, of which $2.6 billion was a provisional estimate
in accordance with the SEC Staff Accounting Bulletin No. 118 and was recognized during the first quarter of 2018. This $2.6 billion
provisional estimate included $1.8 billion related to the impact of remeasuring to reduce the Company’s deferred tax balances to
reflect the new tax rate, and approximately $800 million associated with the net impact of the deemed repatriation tax. Resolution of
the provisional estimates of the Act’s effects different from the assumptions made by the Company could have a material impact on
the Company’s financial condition and operating results.
There have been no material changes to the Company’s market risk during the first six months of 2018. 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 2017 Form 10-K.
The Company is subject to legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary
course of business. Except as described in Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial
Statements in Note 9, “Commitments and Contingencies” under the heading “Contingencies,” in the opinion of management, there
was not at least a reasonable possibility the Company may have incurred a material loss, or a material loss in excess of a recorded
accrual, with respect to loss contingencies for asserted legal and other claims.
The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company in a reporting
period for amounts in excess of management’s expectations, the Company’s consolidated financial statements for that reporting
period could be materially adversely affected. See the risk factor “The Company could be impacted by unfavorable results of legal
proceedings, such as being found to have infringed on intellectual property rights” in Part II, Item 1A of this Form 10-Q under the
heading “Risk Factors.” The Company settled certain matters during the second quarter of 2018 that did not individually or in the
aggregate have a material impact on the Company’s financial condition or operating results.
The following description of risk factors includes any material changes to, and supersedes the description of, risk factors associated
with the Company’s business previously disclosed in Part I, Item 1A of the 2017 Form 10-K and in Part II, Item 1A of the Form 10-Q
for the quarter ended December 30, 2017, in each case under the heading “Risk Factors.” The business, financial condition and
operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not
limited to those described below, any one or more of which could, directly or indirectly, cause the Company’s actual financial
condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any
of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating
results and stock price.
The following discussion of risk factors contains forward-looking statements. These risk factors may be important to understanding
other statements in this Form 10-Q. The following information should be read in conjunction with the condensed consolidated
financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” of this Form 10-Q.
Because of the following factors, as well as other factors affecting the Company’s financial condition and operating results, past
financial performance should not be considered to be a reliable indicator of future performance, and investors should not use
historical trends to anticipate results or trends in future periods.
Global and regional economic conditions could materially adversely affect the Company.
The Company’s operations and performance depend significantly on global and regional economic conditions. Uncertainty about
global and regional economic conditions poses a risk as consumers and businesses may postpone spending in response to tighter
credit, higher unemployment, financial market volatility, government austerity programs, negative financial news, declines in income
or asset values and/or other factors. These worldwide and regional economic conditions could have a material adverse effect on
demand for the Company’s products and services. Demand also could differ materially from the Company’s expectations as a result
of currency fluctuations because the Company generally raises prices on goods and services sold outside the U.S. to correspond
with the effect of a strengthening of the U.S. dollar. Other factors that could influence worldwide or regional demand include changes
in fuel and other energy costs, conditions in the real estate and mortgage markets, unemployment, labor and healthcare costs,
access to credit, consumer confidence and other macroeconomic factors affecting consumer spending behavior. These and other
economic factors could materially adversely affect demand for the Company’s products and services.
In the event of financial turmoil affecting the banking system and financial markets, additional consolidation of the financial services
industry, or significant financial service institution failures, there could be tightening in the credit markets, low liquidity and extreme
volatility in fixed income, credit, currency and equity markets. This could have a number of effects on the Company’s business,
including the insolvency or financial instability of outsourcing partners or suppliers or their inability to obtain credit to finance
development and/or manufacture products, resulting in product delays; inability of customers, including channel partners, to obtain
credit to finance purchases of the Company’s products; failure of derivative counterparties and other financial institutions; and
restrictions on the Company’s ability to issue new debt. Other income and expense also could vary materially from expectations
depending on gains or losses realized on the sale or exchange of financial instruments; impairment charges resulting from
revaluations of debt and equity securities and other investments; changes in interest rates; increases or decreases in cash balances;
volatility in foreign exchange rates; and changes in fair value of derivative instruments. Increased volatility in the financial markets
and overall economic uncertainty would increase the risk of the actual amounts realized in the future on the Company’s financial
instruments differing significantly from the fair values currently assigned to them.
The Company’s ability to compete successfully depends heavily on its ability to ensure a continuing and timely introduction of
innovative new products, services and technologies to the marketplace. The Company believes it is unique in that it designs and
develops nearly the entire solution for its products, including the hardware, operating system, numerous software applications and
related services. As a result, the Company must make significant investments in R&D. The Company currently holds a significant
number of patents and copyrights and has registered and/or has applied to register numerous patents, trademarks and service
marks. In contrast, many of the Company’s competitors seek to compete primarily through aggressive pricing and very low cost
structures, and emulating the Company’s products and infringing on its intellectual property. If the Company is unable to continue to
develop and sell innovative new products with attractive margins or if competitors infringe on the Company’s intellectual property, the
Company’s ability to maintain a competitive advantage could be adversely affected.
The Company markets certain mobile communication and media devices based on the iOS mobile operating system and also
markets related services, including third-party digital content and applications. The Company faces substantial competition in these
markets from companies that have significant technical, marketing, distribution and other resources, as well as established
hardware, software and digital content supplier relationships; and the Company has a minority market share in the global
smartphone market. Additionally, the Company faces significant competition as competitors reduce their selling prices and attempt to
imitate the Company’s product features and applications within their own products or, alternatively, collaborate with each other to
offer solutions that are more competitive than those they currently offer. The Company competes with business models that provide
content to users for free. The Company also competes with illegitimate means to obtain third-party digital content and applications.
Some of the Company’s competitors have greater experience, product breadth and distribution channels than the Company.
Because some current and potential competitors have substantial resources and/or experience and a lower cost structure, they may
be able to provide products and services at little or no profit or even at a loss. The Company also expects competition to intensify as
competitors attempt to imitate the Company’s approach to providing components seamlessly within their individual offerings or work
collaboratively to offer integrated solutions. The Company’s financial condition and operating results depend substantially on the
Company’s ability to continually improve iOS and iOS devices in order to maintain their functional and design advantages.
The Company is the only authorized maker of hardware using macOS, which has a minority market share in the personal computer
market. This market has been contracting and is dominated by computer makers using competing operating systems, most notably
Windows. In the market for personal computers and accessories, the Company faces a significant number of competitors, many of
which have broader product lines, lower-priced products and a larger installed customer base. Historically, consolidation in this
market has resulted in larger competitors. Competition has been particularly intense as competitors have aggressively cut prices and
lowered product margins. An increasing number of internet-enabled devices that include software applications and are smaller and
simpler than traditional personal computers compete for market share with the Company’s existing products. The Company’s
financial condition and operating results also depend on its ability to continually improve the Mac platform to maintain its functional
and design advantages.
There can be no assurance the Company will be able to continue to provide products and services that compete effectively.
To remain competitive and stimulate customer demand, the Company must successfully manage frequent product
introductions and transitions.
Due to the highly volatile and competitive nature of the industries in which the Company competes, the Company must continually
introduce new products, services and technologies, enhance existing products and services, effectively stimulate customer demand
for new and upgraded products and successfully manage the transition to these new and upgraded products. The success of new
product introductions depends on a number of factors including, but not limited to, timely and successful product development,
market acceptance, the Company’s ability to manage the risks associated with new product production ramp-up issues, the
availability of application software for new products, the effective management of purchase commitments and inventory levels in line
with anticipated product demand, the availability of products in appropriate quantities and at expected costs to meet anticipated
demand and the risk that new products may have quality or other defects or deficiencies in the early stages of introduction.
Accordingly, the Company cannot determine in advance the ultimate effect of new product introductions and transitions.
Some carriers providing cellular network service for iPhone subsidize users’ purchases of the device. There is no assurance that
such subsidies will be continued at all or in the same amounts upon renewal of the Company’s agreements with these carriers or in
agreements the Company enters into with new carriers.
The Company has invested and will continue to invest in programs to enhance reseller sales, including staffing selected resellers’
stores with Company employees and contractors, and improving product placement displays. These programs could require a
substantial investment while providing no assurance of return or incremental revenue. The financial condition of these resellers could
weaken, these resellers could stop distributing the Company’s products, or uncertainty regarding demand for some or all of the
Company’s products could cause resellers to reduce their ordering and marketing of the Company’s products.
The Company faces substantial inventory and other asset risk in addition to purchase commitment cancellation risk.
The Company records a write-down for product and component inventories that have become obsolete or exceed anticipated
demand or net realizable value and accrues necessary cancellation fee reserves for orders of excess products and components.
The Company also reviews its long-lived assets, including capital assets held at its suppliers’ facilities and inventory prepayments,
for impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable. If the Company
determines that impairment has occurred, it records a write-down equal to the amount by which the carrying value of the asset
exceeds its fair value. Although the Company believes its provisions related to inventory, capital assets, inventory prepayments and
other assets and purchase commitments are currently adequate, no assurance can be given that the Company will not incur
additional related charges given the rapid and unpredictable pace of product obsolescence in the industries in which the Company
competes.
The Company must order components for its products and build inventory in advance of product announcements and shipments.
Manufacturing purchase obligations typically cover forecasted component and manufacturing requirements for periods up to 150
days. Because the Company’s markets are volatile, competitive and subject to rapid technology and price changes, there is a risk
the Company will forecast incorrectly and order or produce excess or insufficient amounts of components or products, or not fully
utilize firm purchase commitments.
Future operating results depend upon the Company’s ability to obtain components in sufficient quantities on commercially
reasonable terms.
Because the Company currently obtains components from single or limited sources, the Company is subject to significant supply and
pricing risks. Many components, including those that are available from multiple sources, are at times subject to industry-wide
shortages and significant commodity pricing fluctuations. While the Company has entered into agreements for the supply of many
components, there can be no assurance that the Company will be able to extend or renew these agreements on similar terms, or at
all. A number of suppliers of components may suffer from poor financial conditions, which can lead to business failure for the supplier
or consolidation within a particular industry, further limiting the Company’s ability to obtain sufficient quantities of components on
commercially reasonable terms. The effects of global or regional economic conditions on the Company’s suppliers, described in
“Global and regional economic conditions could materially adversely affect the Company” above, also could affect the Company’s
ability to obtain components. Therefore, the Company remains subject to significant risks of supply shortages and price increases.
The Company’s new products often utilize custom components available from only one source. When a component or product uses
new technologies, initial capacity constraints may exist until the suppliers’ yields have matured or manufacturing capacity has
increased. Continued availability of these components at acceptable prices, or at all, may be affected for any number of reasons,
including if those suppliers decide to concentrate on the production of common components instead of components customized to
meet the Company’s requirements. The supply of components for a new or existing product could be delayed or constrained, or a
key manufacturing vendor could delay shipments of completed products to the Company.
The Company relies on sole-sourced outsourcing partners in the U.S., Asia and Europe to supply and manufacture many critical
components, and on outsourcing partners primarily located in Asia, for final assembly of substantially all of the Company’s hardware
products. Any failure of these partners to perform may have a negative impact on the Company’s cost or supply of components or
finished goods. In addition, manufacturing or logistics in these locations or transit to final destinations may be disrupted for a variety
of reasons including, but not limited to, natural and man-made disasters, information technology system failures, commercial
disputes, military actions or economic, business, labor, environmental, public health, or political issues.
The Company has invested in manufacturing process equipment, much of which is held at certain of its outsourcing partners, and
has made prepayments to certain of its suppliers associated with long-term supply agreements. While these arrangements help
ensure the supply of components and finished goods, if these outsourcing partners or suppliers experience severe financial
problems or other disruptions in their business, such continued supply could be reduced or terminated and the net realizable value of
these assets could be negatively impacted.
The Company’s products and services may experience quality problems from time to time that can result in decreased
sales and operating margin and harm to the Company’s reputation.
The Company sells complex hardware and software products and services that can contain design and manufacturing defects.
Sophisticated operating system software and applications, such as those sold by the Company, often contain “bugs” that can
unexpectedly interfere with the software’s intended operation. The Company’s online services may from time to time experience
outages, service slowdowns or errors. Defects may also occur in components and products the Company purchases from third
parties. There can be no assurance the Company will be able to detect and fix all defects in the hardware, software and services it
sells. Failure to do so could result in lost revenue, significant warranty and other expenses and harm to the Company’s reputation.
The Company relies on access to third-party digital content, which may not be available to the Company on commercially
reasonable terms or at all.
The Company contracts with numerous third parties to offer their digital content to customers. This includes the right to sell currently
available music, movies, TV shows and books. The licensing or other distribution arrangements with these third parties are for
relatively short terms and do not guarantee the continuation or renewal of these arrangements on reasonable terms, if at all. Some
third-party content providers and distributors currently or in the future may offer competing products and services, and could take
action to make it more difficult or impossible for the Company to license or otherwise distribute their content in the future. Other
content owners, providers or distributors may seek to limit the Company’s access to, or increase the cost of, such content. The
Company may be unable to continue to offer a wide variety of content at reasonable prices with acceptable usage rules, or continue
to expand its geographic reach. Failure to obtain the right to make third-party digital content available, or to make such content
available on commercially reasonable terms, could have a material adverse impact on the Company’s financial condition and
operating results.
Some third-party digital content providers require the Company to provide digital rights management and other security solutions. If
requirements change, the Company may have to develop or license new technology to provide these solutions. There is no
assurance the Company will be able to develop or license such solutions at a reasonable cost and in a timely manner. In addition,
certain countries have passed or may propose and adopt legislation that would force the Company to license its digital rights
management, which could lessen the protection of content and subject it to piracy and also could negatively affect arrangements
with the Company’s content providers.
With respect to its Mac products, the Company believes the availability of third-party software applications and services depends in
part on the developers’ perception and analysis of the relative benefits of developing, maintaining and upgrading such software for
the Company’s products compared to Windows-based products. This analysis may be based on factors such as the market position
of the Company and its products, the anticipated revenue that may be generated, expected future growth of Mac sales and the costs
of developing such applications and services. If the Company’s minority share of the global personal computer market causes
developers to question the Mac’s prospects, developers could be less inclined to develop or upgrade software for the Company’s
Mac products and more inclined to devote their resources to developing and upgrading software for the larger Windows market.
With respect to iOS devices, the Company relies on the continued availability and development of compelling and innovative
software applications, including applications distributed through the App Store. iOS devices are subject to rapid technological
change, and, if third-party developers are unable to or choose not to keep up with this pace of change, third-party applications might
not successfully operate and may result in dissatisfied customers. As with applications for the Company’s Mac products, the
availability and development of these applications also depend on developers’ perceptions and analysis of the relative benefits of
developing, maintaining or upgrading software for the Company’s iOS devices rather than its competitors’ platforms, such as
Android. If developers focus their efforts on these competing platforms, the availability and quality of applications for the Company’s
iOS devices may suffer.
The Company relies on access to third-party intellectual property, which may not be available to the Company on
commercially reasonable terms or at all.
Many of the Company’s products include third-party intellectual property, which requires licenses from those third parties. Based on
past experience and industry practice, the Company believes such licenses generally can be obtained on reasonable terms. There
is, however, no assurance that the necessary licenses can be obtained on acceptable terms or at all. Failure to obtain the right to
use third-party intellectual property, or to use such intellectual property on commercially reasonable terms, could preclude the
Company from selling certain products or otherwise have a material adverse impact on the Company’s financial condition and
operating results.
The Company could be impacted by unfavorable results of legal proceedings, such as being found to have infringed on
intellectual property rights.
The Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and have not
yet been fully resolved, and new claims may arise in the future. In addition, agreements entered into by the Company sometimes
include indemnification provisions which may subject the Company to costs and damages in the event of a claim against an
indemnified third party.
Claims against the Company based on allegations of patent infringement or other violations of intellectual property rights have
generally increased over time and may continue to increase. In particular, the Company has historically faced a significant number of
patent claims relating to its cellular-enabled products, and new claims may arise in the future. For example, technology and other
patent-holding companies frequently assert their patents and seek royalties and often enter into litigation based on allegations of
patent infringement or other violations of intellectual property rights. The Company is vigorously defending infringement actions in
courts in a number of U.S. jurisdictions and before the U.S. International Trade Commission, as well as internationally in various
countries. The plaintiffs in these actions frequently seek injunctions and substantial damages.
Regardless of the merit of particular claims, litigation may be expensive, time-consuming, disruptive to the Company’s operations
and distracting to management. In recognition of these considerations, the Company may enter into licensing agreements or other
arrangements to settle litigation and resolve such disputes. No assurance can be given that such agreements can be obtained on
acceptable terms or that litigation will not occur. These agreements may also significantly increase the Company’s operating
expenses.
Except as described in Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 9,
“Commitments and Contingencies” under the heading “Contingencies,” in the opinion of management, there was not at least a
reasonable possibility the Company may have incurred a material loss, or a material loss in excess of a recorded accrual, with
respect to loss contingencies for asserted legal and other claims, including matters related to infringement of intellectual property
rights.
While the Company maintains insurance coverage for certain types of claims, such insurance coverage may be insufficient to cover
all losses or all types of claims that may arise.
The Company is subject to laws and regulations worldwide, changes to which could increase the Company’s costs and
individually or in the aggregate adversely affect the Company’s business.
The Company is subject to laws and regulations affecting its domestic and international operations in a number of areas. These U.S.
and foreign laws and regulations affect the Company’s activities including, but not limited to, in areas of labor, advertising, digital
content, consumer protection, real estate, billing, e-commerce, promotions, quality of services, telecommunications, mobile
communications and media, television, intellectual property ownership and infringement, tax, import and export requirements, anti-
corruption, foreign exchange controls and cash repatriation restrictions, data privacy requirements, anti-competition, environmental,
health and safety.
By way of example, laws and regulations related to mobile communications and media devices in the many jurisdictions in which the
Company operates are extensive and subject to change. Such changes could include, among others, restrictions on the production,
manufacture, distribution and use of devices, locking devices to a carrier’s network, or mandating the use of devices on more than
one carrier’s network. These devices are also subject to certification and regulation by governmental and standardization bodies, as
well as by cellular network carriers for use on their networks. These certification processes are extensive and time consuming, and
could result in additional testing requirements, product modifications, or delays in product shipment dates, or could preclude the
Company from selling certain products.
Compliance with these laws, regulations and similar requirements may be onerous and expensive, and they may be inconsistent
from jurisdiction to jurisdiction, further increasing the cost of compliance and doing business. Any such costs, which may rise in the
future as a result of changes in these laws and regulations or in their interpretation, could individually or in the aggregate make the
Company’s products and services less attractive to the Company’s customers, delay the introduction of new products in one or more
regions, or cause the Company to change or limit its business practices. The Company has implemented policies and procedures
designed to ensure compliance with applicable laws and regulations, but there can be no assurance that the Company’s employees,
contractors, or agents will not violate such laws and regulations or the Company’s policies and procedures.
The Company also could be significantly affected by other risks associated with international activities including, but not limited to,
economic and labor conditions, increased duties, taxes and other costs and political instability. Margins on sales of the Company’s
products in foreign countries, and on sales of products that include components obtained from foreign suppliers, could be materially
adversely affected by international trade regulations, including duties, tariffs and antidumping penalties. The Company is also
exposed to credit and collectibility risk on its trade receivables with customers in certain international markets. There can be no
assurance the Company can effectively limit its credit risk and avoid losses.
Many factors unique to retail operations, some of which are beyond the Company’s control, pose risks and uncertainties. These risks
and uncertainties include, but are not limited to, macro-economic factors that could have an adverse effect on general retail activity,
as well as the Company’s inability to manage costs associated with store construction and operation, the Company’s failure to
manage relationships with its existing retail partners, more challenging environments in managing retail operations outside the U.S.,
costs associated with unanticipated fluctuations in the value of retail inventory, and the Company’s inability to obtain and renew
leases in quality retail locations at a reasonable cost.
Investment in new business strategies and acquisitions could disrupt the Company’s ongoing business and present risks
not originally contemplated.
The Company has invested, and in the future may invest, in new business strategies or acquisitions. Such endeavors may involve
significant risks and uncertainties, including distraction of management from current operations, greater than expected liabilities and
expenses, inadequate return of capital and unidentified issues not discovered in the Company’s due diligence. These new ventures
are inherently risky and may not be successful.
The Company’s business and reputation may be impacted by information technology system failures or network
disruptions.
The Company may be subject to information technology system failures or network disruptions caused by natural disasters,
accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-
ins, or other events or disruptions. System redundancy and other continuity measures may be ineffective or inadequate, and the
Company’s business continuity and disaster recovery planning may not be sufficient for all eventualities. Such failures or disruptions
could adversely impact the Company’s business by, among other things, preventing access to the Company’s online services,
interfering with customer transactions or impeding the manufacturing and shipping of the Company’s products. These events could
materially adversely affect the Company’s reputation, financial condition and operating results.
There may be losses or unauthorized access to or releases of confidential information, including personally identifiable
information, that could subject the Company to significant reputational, financial, legal and operational consequences.
The Company’s business requires it to use and store confidential information, including, among other things, personally identifiable
information (“PII”) with respect to the Company’s customers and employees. The Company devotes significant resources to network
and data security, including through the use of encryption and other security measures intended to protect its systems and data. But
these measures cannot provide absolute security, and losses or unauthorized access to or releases of confidential information may
still occur, which could materially adversely affect the Company’s reputation, financial condition and operating results.
The Company’s business also requires it to share confidential information with suppliers and other third parties. Although the
Company takes steps to secure confidential information that is provided to third parties, such measures may not be effective and
losses or unauthorized access to or releases of confidential information may still occur, which could materially adversely affect the
Company’s reputation, financial condition and operating results.
For example, the Company may experience a security breach impacting the Company’s information technology systems that
compromises the confidentiality, integrity or availability of confidential information. Such an incident could, among other things,
impair the Company’s ability to attract and retain customers for its products and services, impact the Company’s stock price,
materially damage supplier relationships, and expose the Company to litigation or government investigations, which could result in
penalties, fines or judgments against the Company.
Although malicious attacks perpetrated to gain access to confidential information, including PII, affect many companies across
various industries, the Company is at a relatively greater risk of being targeted because of its high profile and the value of the
confidential information it creates, owns, manages, stores and processes.
In addition to the risks relating to general confidential information described above, the Company may also be subject to specific
obligations relating to health data and payment card data. Health data may be subject to additional privacy, security and breach
notification requirements, and the Company may be subject to audit by governmental authorities regarding the Company’s
compliance with these obligations. If the Company fails to adequately comply with these rules and requirements, or if health data is
handled in a manner not permitted by law or under the Company’s agreements with healthcare institutions, the Company could be
subject to litigation or government investigations, may be liable for associated investigatory expenses, and could also incur
significant fees or fines.
Under payment card rules and obligations, if cardholder information is potentially compromised, the Company could be liable for
associated investigatory expenses and could also incur significant fees or fines if the Company fails to follow payment card industry
data security standards. The Company could also experience a significant increase in payment card transaction costs or lose the
ability to process payment cards if it fails to follow payment card industry data security standards, which would materially adversely
affect the Company’s reputation, financial condition and operating results.
While the Company maintains insurance coverage that is intended to address certain aspects of data security risks, such insurance
coverage may be insufficient to cover all losses or all types of claims that may arise.
The Company’s business is subject to a variety of U.S. and international laws, rules, policies and other obligations
regarding data protection.
The Company is subject to federal, state and international laws relating to the collection, use, retention, security and transfer of PII.
In many cases, these laws apply not only to third-party transactions, but also may restrict transfers of PII among the Company and
its international subsidiaries. Several jurisdictions have passed laws in this area, and other jurisdictions are considering imposing
additional restrictions. These laws continue to develop and may be inconsistent from jurisdiction to jurisdiction. Complying with
emerging and changing international requirements may cause the Company to incur substantial costs or require the Company to
change its business practices. Noncompliance could result in significant penalties or legal liability.
The Company makes statements about its use and disclosure of PII through its privacy policy, information provided on its website
and press statements. Any failure by the Company to comply with these public statements or with other federal, state or international
privacy-related or data protection laws and regulations could result in proceedings against the Company by governmental entities or
others. In addition to reputational impacts, penalties could include ongoing audit requirements and significant legal liability.
The Company’s success depends largely on the continued service and availability of key personnel.
Much of the Company’s future success depends on the continued availability and service of key personnel, including its Chief
Executive Officer, executive team and other highly skilled employees. Experienced personnel in the technology industry are in high
demand and competition for their talents is intense, especially in Silicon Valley, where most of the Company’s key personnel are
located.
The Company expects its quarterly revenue and operating results to fluctuate.
The Company’s profit margins vary across its products and distribution channels. The Company’s software, accessories, and service
and support contracts generally have higher gross margins than certain of the Company’s other products. Gross margins on the
Company’s hardware products vary across product lines and can change over time as a result of product transitions, pricing and
configuration changes, and component, warranty, and other cost fluctuations. The Company’s direct sales generally have higher
associated gross margins than its indirect sales through its channel partners. In addition, the Company’s gross margin and operating
margin percentages, as well as overall profitability, may be materially adversely impacted as a result of a shift in product, geographic
or channel mix, component cost increases, the strengthening U.S. dollar, price competition, or the introduction of new products,
including those that have higher cost structures with flat or reduced pricing.
The Company has typically experienced higher net sales in its first quarter compared to other quarters due in part to seasonal
holiday demand. Additionally, new product introductions can significantly impact net sales, product costs and operating expenses.
Further, the Company generates a majority of its net sales from a single product and a decline in demand for that product could
significantly impact quarterly net sales. The Company could also be subject to unexpected developments late in a quarter, such as
lower-than-anticipated demand for the Company’s products, issues with new product introductions, an internal systems failure, or
failure of one of the Company’s logistics, components supply, or manufacturing partners.
The Company uses derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to
fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any, or more than a portion, of the
adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place.
The Company is exposed to credit risk and fluctuations in the market values of its investment portfolio.
Given the global nature of its business, the Company has both domestic and international investments. Credit ratings and pricing of
the Company’s investments can be negatively affected by liquidity, credit deterioration, financial results, economic risk, political risk,
sovereign risk or other factors. As a result, the value and liquidity of the Company’s cash, cash equivalents and marketable
securities may fluctuate substantially. Therefore, although the Company has not realized any significant losses on its cash, cash
equivalents and marketable securities, future fluctuations in their value could result in significant realized losses.
The Company is exposed to credit risk on its trade accounts receivable, vendor non-trade receivables and prepayments
related to long-term supply agreements, and this risk is heightened during periods when economic conditions worsen.
The Company distributes its products through third-party cellular network carriers, wholesalers, retailers and resellers. The Company
also sells its products directly to small and mid-sized businesses and education, enterprise and government customers. A substantial
majority of the Company’s outstanding trade receivables are not covered by collateral, third-party bank support or financing
arrangements, or credit insurance. The Company’s exposure to credit and collectibility risk on its trade receivables is higher in
certain international markets and its ability to mitigate such risks may be limited. The Company also has unsecured vendor non-trade
receivables resulting from purchases of components by outsourcing partners and other vendors that manufacture sub-assemblies or
assemble final products for the Company. In addition, the Company has made prepayments associated with long-term supply
agreements to secure supply of inventory components. As of March 31, 2018, a significant portion of the Company’s trade
receivables was concentrated within cellular network carriers, and its vendor non-trade receivables and prepayments related to long-
term supply agreements were concentrated among a few individual vendors located primarily in Asia. While the Company has
procedures to monitor and limit exposure to credit risk on its trade and vendor non-trade receivables, as well as long-term
prepayments, there can be no assurance such procedures will effectively limit its credit risk and avoid losses.
The Company could be subject to changes in its tax rates, the adoption of new U.S. or international tax legislation or
exposure to additional tax liabilities.
The Company is subject to taxes in the U.S. and numerous foreign jurisdictions, including Ireland, where a number of the Company’s
subsidiaries are organized. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant
change. The Company’s effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory
tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation, including in the
U.S. and Ireland.
The Company is also subject to the examination of its tax returns and other tax matters by the U.S. Internal Revenue Service and
other tax authorities and governmental bodies. The Company regularly assesses the likelihood of an adverse outcome resulting from
these examinations to determine the adequacy of its provision for taxes. There can be no assurance as to the outcome of these
examinations. If the Company’s effective tax rates were to increase, particularly in the U.S. or Ireland, or if the ultimate determination
of the Company’s taxes owed is for an amount in excess of amounts previously accrued, the Company’s financial condition,
operating results and cash flows could be adversely affected.
                                                                                                       Total Number of
                                                                                                           Shares             Approximate Dollar
                                                                                                        Purchased as                Value of
                                                                                        Average        Part of Publicly       Shares That May Yet
                                                              Total Number               Price           Announced               Be Purchased
                                                                of Shares               Paid Per           Plans or            Under the Plans or
Periods                                                        Purchased                 Share            Programs               Programs (1)
December 31, 2017 to February 3, 2018:
     Open market and privately negotiated purchases                    20,323       $     172.22                 20,323
    (1)   As of March 31, 2018, the Company had an authorized share repurchase program of up to $210 billion of the Company’s common stock, of
          which $199.6 billion had been utilized. The remaining $10.4 billion in the table represents the amount available to repurchase shares under
          the authorized repurchase program as of March 31, 2018. On May 1, 2018, the Company announced that the Board of Directors had
          authorized a new program to repurchase up to $100 billion of the Company’s common stock. The Company’s share repurchase program
          does not obligate it to acquire any specific number of shares. Under the program, shares may be repurchased in privately negotiated
          and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act.
    (2)   In November 2017, the Company entered into an accelerated share repurchase arrangement (“ASR”) to purchase up to $5.0 billion of the
          Company’s common stock. In February 2018, the purchase period for this ASR ended and an additional 5.7 million shares were delivered
          and retired. In total, 29.3 million shares were delivered under this ASR at an average repurchase price of $170.84.
None.
Not applicable.
None.
                                                                                                        Incorporated by Reference
                                                                                                                        Filing Date/
Exhibit                                                                                                                 Period End
Number           Exhibit Description                                                                   Form   Exhibit   Date
10.1*            Non-Employee Director Stock Plan, as amended and restated as of February 13, 8-K             10.1      2/14/18
                  2018.
10.2*, **        Form of Restricted Stock Unit Award Agreement under Non-Employee Director Stock
                   Plan effective as of February 13, 2018.
31.1**           Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2**           Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1***          Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
101.INS**        XBRL Instance Document.
101.SCH**        XBRL Taxonomy Extension Schema Document.
101.CAL**        XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF**        XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB**        XBRL Taxonomy Extension Label Linkbase Document.
101.PRE**        XBRL Taxonomy Extension Presentation Linkbase Document.
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.