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 December 29, 201828, 2019
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
 
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Apple Inc.
(Exact name of Registrant as specified in its charter)
 
California 94-2404110
(State or other jurisdiction
of incorporation or organization)
 (I.R.S. Employer Identification No.)
   
One Apple Park Way

CupertinoCalifornia 95014
(Address of principal executive offices) (Zip Code)
(408) (408) 996-1010
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock, $0.00001 par value per shareAAPLThe Nasdaq Stock Market LLC
1.000% Notes due 2022The Nasdaq Stock Market LLC
1.375% Notes due 2024The Nasdaq Stock Market LLC
0.000% Notes due 2025The Nasdaq Stock Market LLC
0.875% Notes due 2025The Nasdaq Stock Market LLC
1.625% Notes due 2026The Nasdaq Stock Market LLC
2.000% Notes due 2027The Nasdaq Stock Market LLC
1.375% Notes due 2029The Nasdaq Stock Market LLC
3.050% Notes due 2029The Nasdaq Stock Market LLC
0.500% Notes due 2031The Nasdaq Stock Market LLC
3.600% Notes due 2042The Nasdaq Stock Market LLC
 
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes    No  
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes    No  
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer  Accelerated filer 
Non-accelerated filer  Smaller reporting company 
    Emerging growth company 
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes      No  


4,715,280,0004,375,480,000 shares of common stock par value $0.00001 per share,were issued and outstanding as of January 18, 201917, 2020.
 




Apple Inc.


Form 10-Q
For the Fiscal Quarter Ended December 29, 201828, 2019
TABLE OF CONTENTS


 Page




PART I — FINANCIAL INFORMATION
Item 1.    Financial Statements
Apple Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In millions, except number of shares which are reflected in thousands and per share amounts)

Three Months EndedThree Months Ended
December 29,
2018
 December 30,
2017
December 28,
2019
 December 29,
2018
Net sales:      
Products$73,435
 $79,164
$79,104
 $73,435
Services10,875
 9,129
12,715
 10,875
Total net sales84,310
 88,293
91,819
 84,310
      
Cost of sales:      
Products48,238
 50,575
52,075
 48,238
Services4,041
 3,806
4,527
 4,041
Total cost of sales52,279
 54,381
56,602
 52,279
Gross margin32,031
 33,912
35,217
 32,031
      
Operating expenses:      
Research and development3,902
 3,407
4,451
 3,902
Selling, general and administrative4,783
 4,231
5,197
 4,783
Total operating expenses8,685
 7,638
9,648
 8,685
      
Operating income23,346
 26,274
25,569
 23,346
Other income/(expense), net560
 756
349
 560
Income before provision for income taxes23,906
 27,030
25,918
 23,906
Provision for income taxes3,941
 6,965
3,682
 3,941
Net income$19,965
 $20,065
$22,236
 $19,965
      
Earnings per share:      
Basic$4.22
 $3.92
$5.04
 $4.22
Diluted$4.18
 $3.89
$4.99
 $4.18
      
Shares used in computing earnings per share:      
Basic4,735,820
 5,112,877
4,415,040
 4,735,820
Diluted4,773,252
 5,157,787
4,454,604
 4,773,252
See accompanying Notes to Condensed Consolidated Financial Statements.


Apple Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
(In millions)

Three Months EndedThree Months Ended
December 29,
2018
 December 30,
2017
December 28,
2019
 December 29,
2018
Net income$19,965
 $20,065
$22,236
 $19,965
Other comprehensive income/(loss):      
Change in foreign currency translation, net of tax(78) 40
202
 (78)
      
Change in unrealized gains/losses on derivative instruments, net of tax:      
Change in fair value of derivatives(334) 88
111
 (334)
Adjustment for net (gains)/losses realized and included in net income42
 102
(398) 42
Total change in unrealized gains/losses on derivative instruments(292) 190
(287) (292)
      
Change in unrealized gains/losses on marketable securities, net of tax:      
Change in fair value of marketable securities110
 (846)125
 110
Adjustment for net (gains)/losses realized and included in net income37
 (75)(10) 37
Total change in unrealized gains/losses on marketable securities147
 (921)115
 147
      
Total other comprehensive income/(loss)(223) (691)30
 (223)
Total comprehensive income$19,742
 $19,374
$22,266
 $19,742
See accompanying Notes to Condensed Consolidated Financial Statements.


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

December 29,
2018
 September 29,
2018
December 28,
2019
 September 28,
2019
ASSETS:
Current assets:      
Cash and cash equivalents$44,771
 $25,913
$39,771
 $48,844
Marketable securities41,656
 40,388
67,391
 51,713
Accounts receivable, net18,077
 23,186
20,970
 22,926
Inventories4,988
 3,956
4,097
 4,106
Vendor non-trade receivables18,904
 25,809
18,976
 22,878
Other current assets12,432
 12,087
12,026
 12,352
Total current assets140,828
 131,339
163,231
 162,819
      
Non-current assets:      
Marketable securities158,608
 170,799
99,899
 105,341
Property, plant and equipment, net39,597
 41,304
37,031
 37,378
Other non-current assets34,686
 22,283
40,457
 32,978
Total non-current assets232,891
 234,386
177,387
 175,697
Total assets$373,719
 $365,725
$340,618
 $338,516
      
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:      
Accounts payable$44,293
 $55,888
$45,111
 $46,236
Other current liabilities36,703
 33,327
36,263
 37,720
Deferred revenue5,546
 5,966
5,573
 5,522
Commercial paper11,969
 11,964
4,990
 5,980
Term debt9,772
 8,784
10,224
 10,260
Total current liabilities108,283
 115,929
102,161
 105,718
      
Non-current liabilities:      
Term debt92,989
 93,735
93,078
 91,807
Other non-current liabilities54,555
 48,914
55,848
 50,503
Total non-current liabilities147,544
 142,649
148,926
 142,310
Total liabilities255,827
 258,578
251,087
 248,028
      
Commitments and contingencies
 

 

      
Shareholders’ equity:      
Common stock and additional paid-in capital, $0.00001 par value: 12,600,000 shares authorized; 4,729,803 and 4,754,986 shares issued and outstanding, respectively40,970
 40,201
Common stock and additional paid-in capital, $0.00001 par value: 12,600,000 shares authorized; 4,384,959 and 4,443,236 shares issued and outstanding, respectively45,972
 45,174
Retained earnings80,510
 70,400
43,977
 45,898
Accumulated other comprehensive income/(loss)(3,588) (3,454)(418) (584)
Total shareholders’ equity117,892
 107,147
89,531
 90,488
Total liabilities and shareholders’ equity$373,719
 $365,725
$340,618
 $338,516
See accompanying Notes to Condensed Consolidated Financial Statements.


Apple Inc.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)
(In millions, except number of shares which are reflected in thousands and per share amounts)

Three Months EndedThree Months Ended
December 29,
2018
 December 30,
2017
December 28,
2019
 December 29,
2018
Total shareholders’ equity, beginning balances$107,147
 $134,047
$90,488
 $107,147
      
Common stock and additional paid-in capital:      
Beginning balances40,201
 35,867
45,174
 40,201
Shares withheld related to net share settlement of equity awards, net(822) (738)
Common stock issued2
 0
Common stock withheld related to net share settlement of equity awards(951) (822)
Share-based compensation1,591
 1,318
1,747
 1,591
Ending balances40,970
 36,447
45,972
 40,970
      
Retained earnings:      
Beginning balances70,400
 98,330
45,898
 70,400
Net income19,965
 20,065
22,236
 19,965
Dividends and dividend equivalents declared(3,526) (3,300)(3,485) (3,526)
Shares withheld related to net share settlement of equity awards, net(594) (393)
Common stock withheld related to net share settlement of equity awards(536) (594)
Common stock repurchased(8,236) (10,109)(20,000) (8,236)
Cumulative effect of changes in accounting principles2,501
 
Cumulative effects of changes in accounting principles(136) 2,501
Ending balances80,510
 104,593
43,977
 80,510
      
Accumulated other comprehensive income/(loss):      
Beginning balances(3,454) (150)(584) (3,454)
Other comprehensive income/(loss)(223) (691)30
 (223)
Cumulative effect of changes in accounting principles89
 
Cumulative effects of changes in accounting principles136
 89
Ending balances(3,588) (841)(418) (3,588)
      
Total shareholders’ equity, ending balances$117,892
 $140,199
$89,531
 $117,892
      
Dividends and dividend equivalents declared per share or RSU$0.73
 $0.63
$0.77
 $0.73
See accompanying Notes to Condensed Consolidated Financial Statements.


Apple Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(In millions)
Three Months EndedThree Months Ended
December 29,
2018
 December 30,
2017
December 28,
2019
 December 29,
2018
Cash and cash equivalents, beginning balances$25,913
 $20,289
Cash, cash equivalents and restricted cash, beginning balances$50,224
 $25,913
Operating activities:      
Net income19,965
 20,065
22,236
 19,965
Adjustments to reconcile net income to cash generated by operating activities:      
Depreciation and amortization3,395
 2,745
2,816
 3,395
Share-based compensation expense1,559
 1,296
1,710
 1,559
Deferred income tax expense/(benefit)53
 (33,737)(349) 53
Other(54) (11)(142) (54)
Changes in operating assets and liabilities:      
Accounts receivable, net5,130
 (5,570)2,015
 5,130
Inventories(1,076) 434
(28) (1,076)
Vendor non-trade receivables6,905
 (9,660)3,902
 6,905
Other current and non-current assets(886) (197)(7,054) (886)
Accounts payable(8,501) 12,602
(1,089) (8,501)
Deferred revenue(370) 569
985
 (370)
Other current and non-current liabilities570
 39,757
5,514
 570
Cash generated by operating activities26,690
 28,293
30,516
 26,690
Investing activities:      
Purchases of marketable securities(7,077) (41,272)(37,416) (7,077)
Proceeds from maturities of marketable securities7,203
 14,048
19,740
 7,203
Proceeds from sales of marketable securities9,723
 16,801
7,280
 9,723
Payments for acquisition of property, plant and equipment(3,355) (2,810)(2,107) (3,355)
Payments made in connection with business acquisitions, net(167) (173)(958) (167)
Purchases of non-marketable securities(427) (141)(77) (427)
Other(56) (43)(130) (56)
Cash generated by/(used in) investing activities5,844
 (13,590)(13,668) 5,844
Financing activities:      
Proceeds from issuance of common stock2
 0
Payments for taxes related to net share settlement of equity awards(1,318) (1,038)(1,379) (1,318)
Payments for dividends and dividend equivalents(3,568) (3,339)(3,539) (3,568)
Repurchases of common stock(8,796) (10,095)(20,706) (8,796)
Proceeds from issuance of term debt, net
 6,969
2,210
 0
Change in commercial paper, net6
 2
Repayments of term debt(1,000) 0
Proceeds from/(Repayments of) commercial paper, net(979) 6
Other(16) 0
Cash used in financing activities(13,676) (7,501)(25,407) (13,676)
Increase/(Decrease) in cash and cash equivalents18,858
 7,202
Cash and cash equivalents, ending balances$44,771
 $27,491
Increase/(Decrease) in cash, cash equivalents and restricted cash(8,559) 18,858
Cash, cash equivalents and restricted cash, ending balances$41,665
 $44,771
Supplemental cash flow disclosure:      
Cash paid for income taxes, net$4,916
 $3,551
$4,393
 $4,916
Cash paid for interest$836
 $623
$771
 $836
See accompanying Notes to Condensed Consolidated Financial Statements.


Apple Inc.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1 – Summary of Significant Accounting Policies
Apple Inc. and its wholly-owned subsidiaries (collectively “Apple” or the “Company”) designs, manufactures and markets mobile communication and media devices and personal computers, and sells a variety of related software, services, accessories and third-party digital content and applications. The Company’s products and services include iPhone®, Mac®, iPad®, Apple Watch®, AirPods®, Apple TV®, HomePod™, a portfolio of consumer and professional software applications, iOS, macOS®, watchOS® and tvOS® operating systems, iCloud®, Apple Pay® and a variety of accessory, service and support offerings. The Company sells and delivers digital content and applications through the iTunes Store®, App Store®, Mac App Store, TV App Store, Book Store and Apple Music® (collectively “Digital Content and Services”). The Company sells its products worldwide through its retail stores, online stores and direct sales force, as well as through third-party cellular network carriers, wholesalers, retailers and resellers. In addition, the Company sells a variety of third-party Apple-compatible products, including application software and various accessories, through its retail and online stores. The Company sells to consumers, small and mid-sized businesses and education, enterprise and government customers.
Basis of Presentation and Preparation
The accompanying condensed consolidated financial statements include the accounts of Apple Inc. and its wholly owned subsidiaries (collectively “Apple” or the Company.“Company”). Intercompany accounts and transactions have been eliminated. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The preparation of these condensed consolidated financial statements and accompanying notes in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported. Actual results could differ materially from those estimates. Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and theaccompanying notes thereto included in its Annual Report on Form 10-K for the fiscal year ended September 29, 201828, 2019 (the “2018“2019 Form 10-K”).
The Company’s fiscal year is the 52- or 53-week period that ends on the last Saturday of September. A 14th week is included in the first fiscal quarter every five or six years to realign the Company’s fiscal quarters with calendar quarters. The Company’s fiscal years 20192020 and 20182019 span 52 weeks each. 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.
Recently Adopted Accounting Pronouncements
Revenue RecognitionLeases
InAt the beginning of the first quarter of 2019,2020, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers2016-02, Leases (Topic 606)842) (“ASU 2014-09”2016-02”), and additional ASUs issued to clarify and update the guidance in ASU 2014-092016-02 (collectively, the “new revenueleases standard”), which amends the existingmodifies lease accounting standards for revenue recognition.lessees to increase transparency and comparability by recording lease assets and liabilities for operating leases and disclosing key information about leasing arrangements. The Company adopted the new revenueleases standard utilizing the fullmodified retrospective transition method. The Company did not restate total net salesmethod, under which amounts in the prior periods presented aswere not restated. For contracts existing at the time of adoption, the Company elected to not reassess (i) whether any are or contain leases, (ii) lease classification, and (iii) initial direct costs. Upon adoption, the Company recorded $7.5 billion of right-of-use (“ROU”) assets and $8.1 billion of lease liabilities on its Condensed Consolidated Balance Sheet.
Hedging
At the new revenue standard did not have a material impact on previously reported amounts.
Additionally, beginning inof the first quarter of 2019, the Company classified the amortization of the deferred value of Maps, Siri® and free iCloud services, which are bundled in the sales price of iPhone, Mac, iPad and certain other products, in Services net sales. Historically, the Company classified the amortization of these amounts in Products net sales consistent with its management reporting framework. As a result, Products and Services net sales information for the first quarter of 2018 was reclassified to conform to the 2019 presentation.
Financial Instruments
In the first quarter of 2019,2020, the Company adopted FASB ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10)2017-12, Derivatives and Hedging (Topic 815): RecognitionTargeted Improvements to Accounting for Hedging Activities (“ASU 2017-12”). ASU 2017-12 expands component and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”), which updates certain aspectsfair value hedging, specifies the presentation of the recognition,effects of hedging instruments, eliminates the separate measurement and presentation of hedge ineffectiveness, and updates disclosure of financial instruments. The adoption of ASU 2016-01 did not have a material impact on the Company’s condensed consolidated financial statements.

Income Taxes
In the first quarter of 2019, the Company adopted FASB 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.requirements related to hedging. The Company adopted ASU 2016-162017-12 utilizing the modified retrospective transition method. Upon adoption, the Company recorded $2.7 billion of net deferred tax assets, reduceda $136 million increase in accumulated other non-current assets by $128 million,comprehensive income/(loss) (“AOCI”) and increaseda corresponding decrease in retained earnings by $2.6 billion on itsin the Condensed Consolidated Balance Sheet. The Company will recognize incremental deferred income tax expense as these net deferred tax assets are utilized.Statement of Shareholders’ Equity.

Earnings Per Share
The following table shows the computation of basic and diluted earnings per share for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 (net income in millions and shares in thousands):
 Three Months Ended
 December 28,
2019
 December 29,
2018
Numerator:   
Net income$22,236
 $19,965
    
Denominator:   
Weighted-average basic shares outstanding4,415,040
 4,735,820
Effect of dilutive securities39,564
 37,432
Weighted-average diluted shares4,454,604
 4,773,252
    
Basic earnings per share$5.04
 $4.22
Diluted earnings per share$4.99
 $4.18
 Three Months Ended
 December 29,
2018
 December 30,
2017
Numerator:   
Net income$19,965
 $20,065
    
Denominator:   
Weighted-average basic shares outstanding4,735,820
 5,112,877
Effect of dilutive securities37,432
 44,910
Weighted-average diluted shares4,773,252
 5,157,787
    
Basic earnings per share$4.22
 $3.92
Diluted earnings per share$4.18
 $3.89

Potentially dilutive securities representing 28.8 million shares of common stock were excluded from the computation of diluted earnings per share for the three months ended December 29, 2018, because their effect would have been antidilutive.
Note 2 – Revenue Recognition
Net sales consist of revenue from the sale of iPhone®, Mac®, iPad services®, Services and other products. The Company recognizes revenue at the amount to which it expects to be entitled when control of the products or services is transferred to its customers. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of products or services are transferred to its customers. For most of the Company’s productsProducts net sales, control transfers when products are shipped. For the Company’s servicesServices net sales, control transfers over time as services are delivered. Payment for productsProducts and servicesServices net sales is collected within a short period of time following transfer of control or commencement of delivery of services, as applicable.
The Company records reductions to productsProducts net sales related to future product returns, price protection and other customer incentive programs based on the Company’s expectations and historical experience.
For arrangements with multiple performance obligations, which represent promises within an arrangement that are capable of being distinct, the Company allocates revenue to all distinct performance obligations based on their relative stand-alone selling prices (“SSP”SSPs”). When available, the Company uses observable prices to determine the SSP.SSPs. When observable prices are not available, SSPs are established that reflect the Company’s best estimates of what the selling prices of the performance obligations would be if they were sold regularly on a stand-alone basis. The Company’s process for estimating SSPs without observable prices considers multiple factors that may vary depending upon the unique facts and circumstances related to each performance obligation including, where applicable, prices charged by the Company for similar offerings, market trends in the pricing for similar offerings, product-specific business objectives and the estimated cost to provide the performance obligation.

The Company has identified up to three3 performance obligations regularly included in arrangements involving the sale of iPhone, Mac, iPad and certain other products. The first performance obligation, which represents the substantial portion of the allocated sales price, is the hardware and bundled software delivered at the time of sale. The second performance obligation is the right to receive certain product-related bundled services, which include iCloud®, Siri® and Maps. The third performance obligation is the right to receive, on a when-and-if-available basis, future unspecified software upgrades relating to the software bundled with each device. The Company allocates revenue and any related discounts to these performance obligations based on their relative SSPs. Because the Company lacks observable prices for the undelivered performance obligations, the allocation of revenue is based on the Company’s estimated SSPs. Revenue allocated to the delivered hardware and bundled software is recognized when control has transferred to the customer, which generally occurs when the product is shipped. Revenue allocated to the product-related bundled services and unspecified software upgrade rights is deferred and recognized on a straight-line basis over the estimated period they are expected to be provided. Cost of sales related to delivered hardware and bundled software, including estimated warranty costs, are recognized at the time of sale. Costs incurred to provide product-related bundled services and unspecified software upgrade rights are recognized as cost of sales as incurred.

For certain long-term service arrangements, the Company has performance obligations for services it has not yet delivered. For these arrangements, the Company does not have a right to bill for the undelivered services. The Company has determined that any unbilled consideration relates entirely to the value of the undelivered services. Accordingly, the Company has not recognized revenue, and has elected not to disclose amounts, related to these undelivered services.
For the sale of third-party products where the Company obtains control of the product before transferring it to the customer, the Company recognizes revenue based on the gross amount billed to customers. The Company considers multiple factors when determining whether it obtains control of third-party products including, but not limited to, evaluating if it has the ability tocan establish the price of the product, retains inventory risk for tangible products or has the responsibility for ensuring acceptability of the product. For third-party applications sold through the App Store®, Mac App Store, TV App Store and TVWatch App Store and certain digital content sold through the iTunes Store,Company’s other digital content stores, the Company does not obtain control of the product before transferring it to the customer. Therefore, the Company accounts for such sales on a net basis by recognizing in servicesServices net sales only the commission it retains.
The Company has elected to record revenue net of taxes collected from customers that are remitted to governmental authorities, with the collected taxes recorded within other current liabilities until remitted to the relevant government authority.
Deferred Revenue
As of December 29, 201828, 2019 and September 29, 2018,28, 2019, the Company had total deferred revenue of $8.4$9.1 billion and $8.8$8.1 billion, respectively. As of December 29, 2018,28, 2019, the Company expects 66%61% of total deferred revenue to be realized in less than a year, 27%29% within one-to-two years, 6%8% within two-to-three years and 1%2% in greater than three years.
Disaggregated Revenue
Net sales disaggregated by significant products and services for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 were as follows (in millions):
Three Months EndedThree Months Ended
December 29,
2018
 December 30,
2017
December 28,
2019
 December 29,
2018
iPhone (1)
$51,982
 $61,104
$55,957
 $51,982
Mac (1)
7,416
 6,824
7,160
 7,416
iPad (1)
6,729
 5,755
5,977
 6,729
Wearables, Home and Accessories (1)(2)
7,308
 5,481
10,010
 7,308
Services (3)
10,875
 9,129
12,715
 10,875
Total net sales (4)
$84,310
 $88,293
$91,819
 $84,310
(1)Products net sales include amortization of the deferred value of unspecified software upgrade rights, which are bundled in the sales price of the respective product.
(2)Wearables, Home and Accessories net sales include sales of AirPods,AirPods®, Apple TV,TV®, Apple Watch,Watch®, Beats® products, HomePod,HomePod™, iPod touch® and Apple-branded and third-party accessories.
(3)
Services net sales include sales from Digital Contentthe Company’s digital content stores and Services,streaming services, AppleCare®, Apple Pay, licensing and other services. Services net sales also include amortization of the deferred value of Maps, Siri, and free iCloud and Apple TV+ services, which are bundled in the sales price of certain products.
(4)
Includes $2.41.9 billion and $2.0 billion of revenue recognized in the three months ended December 29, 2018 and December 30, 2017, respectively,28, 2019 that was included in deferred revenue atas of September 28, 2019 and $2.4 billion of revenue recognized in the beginningthree months ended December 29, 2018 that was included in deferred revenue as of each respective period.September 29, 2018.

The Company’s proportion of net sales by disaggregated revenue source was generally consistent for each reportable segment in Note 11, “Segment Information and Geographic Data” for the three months ended December 29, 201828, 2019 and December 30, 2017.29, 2018.

Note 3 – Financial Instruments
Cash, Cash Equivalents and Marketable Securities
The Company’s investments in marketable debt securities have been classified and accounted for as available-for-sale. The Company classifies its marketable debt securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. Unrealized gains and losses on marketable debt securities classified as available-for-sale are recognized in other comprehensive income/(loss) (“OCI”).
The Company’s investments in mutual funds represent its only marketable equity securities and are classified as short-term based on the nature of the securities and their availability for use in current operations. The Company’s marketable equity securities are measured at fair value with gains and losses recognized in other income/(expense), net.
The following tables show the Company’s cash and marketable securities by significant investment category as of December 29, 201828, 2019 and September 29, 201828, 2019 (in millions):
December 29, 2018December 28, 2019
Adjusted
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 
Cash and
Cash
Equivalents
 
Short-Term
Marketable
Securities
 
Long-Term
Marketable
Securities
Adjusted
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 
Cash and
Cash
Equivalents
 
Current
Marketable
Securities
 
Non-Current
Marketable
Securities
Cash$9,489
 $
 $
 $9,489
 $9,489
 $
 $
$11,383
 $0
 $0
 $11,383
 $11,383
 $0
 $0
             
Level 1 (1):
                          
Money market funds6,424
 
 
 6,424
 6,424
 
 
11,535
 0
 0
 11,535
 11,535
 0
 0
Mutual funds682
 
 
 682
 
 682
 
Subtotal7,106
 
 
 7,106
 6,424
 682
 
11,535
 0
 0
 11,535
 11,535
 0
 0
             
Level 2 (2):
                          
U.S. Treasury securities46,191
 6
 (729) 45,468
 3,923
 6,415
 35,130
28,600
 29
 (40) 28,589
 3,950
 11,069
 13,570
U.S. agency securities9,731
 
 (31) 9,700
 7,552
 597
 1,551
8,302
 2
 (1) 8,303
 3,703
 4,095
 505
Non-U.S. government securities23,460
 48
 (289) 23,219
 1,895
 4,129
 17,195
18,978
 324
 (92) 19,210
 289
 2,637
 16,284
Certificates of deposit and time deposits5,349
 
 
 5,349
 3,705
 1,348
 296
12,916
 0
 0
 12,916
 4,595
 6,777
 1,544
Commercial paper11,953
 
 
 11,953
 11,679
 274
 
17,823
 0
 0
 17,823
 4,254
 13,569
 0
Corporate debt securities117,260
 32
 (2,387) 114,905
 104
 27,134
 87,667
82,007
 876
 (37) 82,846
 62
 27,894
 54,890
Municipal securities953
 1
 (7) 947
 
 187
 760
971
 11
 0
 982
 0
 35
 947
Mortgage- and asset-backed securities17,320
 7
 (428) 16,899
 
 890
 16,009
13,475
 68
 (69) 13,474
 0
 1,315
 12,159
Subtotal232,217
 94
 (3,871) 228,440
 28,858
 40,974
 158,608
183,072
 1,310
 (239) 184,143
 16,853
 67,391
 99,899
             
Total (3)
$248,812
 $94
 $(3,871) $245,035
 $44,771
 $41,656
 $158,608
$205,990
 $1,310
 $(239) $207,061
 $39,771
 $67,391
 $99,899
September 29, 2018September 28, 2019
Adjusted
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 
Cash and
Cash
Equivalents
 
Short-Term
Marketable
Securities
 
Long-Term
Marketable
Securities
Adjusted
Cost
 
Unrealized
Gains
 
Unrealized
Losses
 
Fair
Value
 
Cash and
Cash
Equivalents
 
Current
Marketable
Securities
 Non-Current
Marketable
Securities
Cash$11,575
 $
 $
 $11,575
 $11,575
 $
 $
$12,204
 $0
 $0
 $12,204
 $12,204
 $0
 $0
             
Level 1 (1):
                          
Money market funds8,083
 
 
 8,083
 8,083
 
 
15,897
 0
 0
 15,897
 15,897
 0
 0
Mutual funds799
 
 (116) 683
 
 683
 
Subtotal8,882
 
 (116) 8,766
 8,083
 683
 
15,897
 0
 0
 15,897
 15,897
 0
 0
             
Level 2 (2):
                          
U.S. Treasury securities47,296
 
 (1,202) 46,094
 1,613
 7,606
 36,875
30,293
 33
 (62) 30,264
 6,165
 9,817
 14,282
U.S. agency securities4,127
 
 (48) 4,079
 1,732
 360
 1,987
9,767
 1
 (3) 9,765
 6,489
 2,249
 1,027
Non-U.S. government securities21,601
 49
 (250) 21,400
 
 3,355
 18,045
19,821
 337
 (50) 20,108
 749
 3,168
 16,191
Certificates of deposit and time deposits3,074
 
 
 3,074
 1,247
 1,330
 497
4,041
 0
 0
 4,041
 2,024
 1,922
 95
Commercial paper2,573
 
 
 2,573
 1,663
 910
 
12,433
 0
 0
 12,433
 5,193
 7,240
 0
Corporate debt securities123,001
 152
 (2,038) 121,115
 
 25,162
 95,953
85,383
 756
 (92) 86,047
 123
 26,127
 59,797
Municipal securities946
 
 (12) 934
 
 178
��756
958
 8
 (1) 965
 0
 68
 897
Mortgage- and asset-backed securities18,105
 8
 (623) 17,490
 
 804
 16,686
14,180
 67
 (73) 14,174
 0
 1,122
 13,052
Subtotal220,723
 209
 (4,173) 216,759
 6,255
 39,705
 170,799
176,876
 1,202
 (281) 177,797
 20,743
 51,713
 105,341
             
Total (3)
$241,180
 $209
 $(4,289) $237,100
 $25,913
 $40,388
 $170,799
$204,977
 $1,202
 $(281) $205,898
 $48,844
 $51,713
 $105,341
(1)Level 1 fair value estimates are based on quoted prices in active markets for identical assets or liabilities.
(2)Level 2 fair value estimates are based on observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
(3)
As of December 29, 201828, 2019 and September 29, 201828, 2019, total cash, cash equivalents and marketable securities included $19.919.1 billion and $20.318.9 billion, respectively, that was restricted from general use, related to the State Aid Decision (refer to Note 5, “Income Taxes”) and other agreements.

The Company may sell certain of its marketable debt securities prior to their stated maturities for reasons including, but not limited to, managing liquidity, credit risk, duration and asset allocation. The maturities of the Company’s long-termnon-current marketable debt 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 December 29, 2018 and September 29, 2018 (in millions):
 December 29, 2018
 Continuous Unrealized Losses
 Less than 12 Months 12 Months or Greater Total
Fair value of marketable debt securities$53,336
 $127,006
 $180,342
Unrealized losses$(1,153) $(2,718) $(3,871)
 September 29, 2018
 Continuous Unrealized Losses
 Less than 12 Months 12 Months or Greater Total
Fair value of marketable securities
$126,238
 $60,599
 $186,837
Unrealized losses$(2,400) $(1,889) $(4,289)

The Company typically invests in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer. Fair values were determined for each individual security in the investment portfolio. When evaluating a marketable debt security for other-than-temporary impairment, the Company reviews factors such as the length of timeduration and extent to which the fair value has been belowof the security is less than 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 iswill more likely than not it will be required to sell the security before recovery of the security’sits amortized cost basis. As of December 29, 2018,28, 2019, the Company does not consider any of its marketable debt securities to be other-than-temporarily impaired.
Non-Marketable Securities
The Company holds non-marketable equity securities of certain privately held companies without readily determinable fair values, and has elected to apply the measurement alternative. As such, the Company’s non-marketable equity securities are measured at cost, less any impairment, and are adjusted for changes in fair value resulting from observable transactions for identical or similar investments of the same issuer. Gains and losses on non-marketable equity securities are recognized in other income/(expense), net.values. As of both December 29, 2018,28, 2019 and September 28, 2019, the Company’s non-marketable equity securities had a carrying value of $2.2$2.9 billion.
The Company holds a non-marketable debt security that is classifiedRestricted Cash
A reconciliation of the Company’s cash and accounted forcash equivalents in the Condensed Consolidated Balance Sheets to cash, cash equivalents and restricted cash in the Condensed Consolidated Statements of Cash Flows as held-to-maturity. As of December 29, 2018,28, 2019 and September 28, 2019 is as follows (in millions):
 December 28,
2019
 September 28,
2019
Cash and cash equivalents$39,771
 $48,844
Restricted cash included in other current assets68
 23
Restricted cash included in other non-current assets1,826
 1,357
Cash, cash equivalents and restricted cash$41,665
 $50,224

The Company’s restricted cash primarily consisted of cash required to be on deposit under a contractual agreement with a bank to support the Company’s non-marketable debt security had an amortized cost basis and carrying value of $1.5 billion.iPhone Upgrade Program.
Derivative Financial Instruments
The Company may use derivatives to partially offset its business exposure to foreign currency and interest rate risk on expected future cash flows, net investments in certain foreign subsidiaries, and certain existing assets and liabilities. However, the Company may choose not to hedge certain exposures for a variety of reasons including, but not limited to, accounting considerations or the prohibitive economic cost of hedging particular exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange or interest rates.
To 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 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 generally hedges portions of its forecasted foreign currency exposure associated with revenue and inventory purchases, typically for up to 12 months.
To protect the net investment in a foreign operation from fluctuations in foreign currency exchange rates, the Company may enter into foreign currency forward and option contracts to offset a portion of 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 hedges of its net investments in certain foreign subsidiaries. In both of these cases, the Company designates these instruments as net investment hedges.

To protect the Company’s foreign currency–denominated term debt or marketable securities from fluctuations in foreign currency exchange rates, the Company may enter into forward contracts, cross-currency swaps or other instruments. These instruments may offset a portion of the foreign currency remeasurement gains or losses, or changes in fair value. The Company may designate these instruments as either cash flow or fair value hedges. As of December 29, 2018,28, 2019, the Company’s hedged term debt– and marketable securities–related foreign currency transactions are expected to be recognized within 2423 years.
The Company may also enter into non-designated foreign currency contracts to offset a portion of the foreign currency exchange gains and losses generated by the remeasurement of certain assets and liabilities denominated in non-functional currencies.
To protect the Company’s foreign currency–denominated term debt or marketable securities from fluctuations in interest rates, the Company may enter into interest rate swaps, options or other instruments. These instruments may offset a portion of the changes in interest income or expense, or changes in fair value. The Company designates these instruments as either cash flow or fair value hedges. As of December 29, 2018,28, 2019, the Company’s hedged interest rate transactions are expected to be recognized within 98 years.

Cash Flow Hedges
The effective portionsCash flow hedge amounts that are included in the assessment of cash flow hedgeshedge effectiveness are recordeddeferred in accumulated other comprehensive income/(loss) (“AOCI”)AOCI until the hedged item is recognized in earnings. Deferred gains and losses associated with cash flow hedges of foreign currency revenue are recognized as a component of net sales in the same period as the related revenue is recognized, and deferred gains and losses related to cash flow hedges of inventory purchases are recognized as a component of cost of sales in the same period as the related costs are recognized. Deferred gains and losses associated with cash flow hedges of interest income or expense are recognized in other income/(expense), net (“OI&E”) in the same period as the related income or expense is recognized. For options designated as cash flow hedges, changes in the time value areis excluded from the assessment of hedge effectiveness. The ineffective portionseffectiveness and recognized in the financial statement line item to which the hedge relates on a straight-line basis over the life of the hedge. Changes in the fair value of amounts excluded from the effectiveness testingassessment of cash flow hedgeshedge effectiveness are recognized in other comprehensive income/(expense), net.(loss) (“OCI”).
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), netOI&E in the period of de-designation. Any subsequent changes in fair value of such derivative instruments are reflected in other income/(expense), netOI&E unless they are re-designated as hedges of other transactions.
Net Investment Hedges
The effective portionsNet investment hedge amounts that are included in the assessment of net investment hedgeshedge effectiveness are recorded in OCI as a part of the cumulative translation adjustment. The ineffective portions and amounts excluded from the effectiveness testing of net investment hedges are recognized in other income/(expense), net. For foreign exchange forward exchange contracts designated as net investment hedges, the Company excludes changes in fair value relating to changes in the forward carry component is excluded from its definitionthe assessment of effectiveness. Accordingly, any gains or losses related to this forward carry componenthedge effectiveness and recognized in OCI on a straight-line basis over the life of the hedge. Changes in the fair value of amounts excluded from the assessment of hedge effectiveness are recognized in earnings in the current period.OCI.
Fair Value Hedges
GainsFair value hedge gains and losses related to changesamounts that are included in fair value hedgesthe assessment of hedge effectiveness are recognized in earnings along with a corresponding loss or gain related to the change in value of the underlying hedged item in the same line in the Condensed Consolidated Statements of Operations. For foreign exchange forward contracts designated as fair value hedges, the forward carry component is excluded from the assessment of hedge effectiveness and recognized in OI&E on a straight-line basis over the life of the hedge. Changes in the fair value of amounts excluded from the assessment of hedge effectiveness are recognized in OCI. The amount excluded from the effectiveness assessment of fair value hedges and recognized in OI&E was a gain of $128 million for the three months ended December 28, 2019.
Non-Designated Derivatives
Derivatives that are not designated as hedging instruments are adjusted to fair value through earnings in the financial statement line item to which the derivative relates. As a result, during the three months ended December 29, 2018, the Company recognized a gain of $255 million in net sales, a gain of $175 million in cost of sales and a gain of $723 million in other income/(expense), net.

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 December 29, 201828, 2019 and September 29, 201828, 2019 (in millions):
December 29, 2018December 28, 2019
Fair Value of
Derivatives Designated
as Hedge Instruments
 
Fair Value of
Derivatives Not Designated
as Hedge Instruments
 
Total
Fair Value
Fair Value of
Derivatives Designated
as Hedge Instruments
 
Fair Value of
Derivatives Not Designated
as Hedge Instruments
 
Total
Fair Value
Derivative assets (1):
          
Foreign exchange contracts$1,110
 $419
 $1,529
$1,625
 $327
 $1,952
Interest rate contracts$22
 $
 $22
$475
 $0
 $475
          
Derivative liabilities (2):
          
Foreign exchange contracts$701
 $345
 $1,046
$964
 $494
 $1,458
Interest rate contracts$821
 $
 $821
$57
 $0
 $57
September 29, 2018September 28, 2019
Fair Value of
Derivatives Designated
as Hedge Instruments
 
Fair Value of
Derivatives Not Designated
as Hedge Instruments
 
Total
Fair Value
Fair Value of
Derivatives Designated
as Hedge Instruments
 
Fair Value of
Derivatives Not Designated
as Hedge Instruments
 
Total
Fair Value
Derivative assets (1):
          
Foreign exchange contracts$1,015
 $259
 $1,274
$1,798
 $323
 $2,121
Interest rate contracts$685
 $0
 $685
          
Derivative liabilities (2):
          
Foreign exchange contracts$543
 $137
 $680
$1,341
 $160
 $1,501
Interest rate contracts$1,456
 $
 $1,456
$105
 $0
 $105
(1)The fair value of derivative assets is measured using Level 2 fair value inputs and is recorded asincluded in 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 asincluded in other current liabilities and other non-current liabilities in the Condensed Consolidated Balance Sheets.
The Company classifies cash flows related to derivative financial instruments as operating activities in its Condensed Consolidated Statements of Cash Flows.
The following table shows the pre-tax gains and losses of the Company’s derivative and non-derivative instruments designated as cash flow and net investment and fair value hedges in OCI and the Condensed Consolidated Statements of Operations for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 (in millions):
 Three Months Ended
 December 28,
2019
 December 29,
2018
Gains/(Losses) recognized in OCI – included in effectiveness assessment:   
Cash flow hedges:   
Foreign exchange contracts$271
 $(478)
    
Net investment hedges:   
Foreign currency debt$24
 $(16)
    
Gains/(Losses) reclassified from AOCI into net income – included in effectiveness assessment:   
Cash flow hedges:   
Foreign exchange contracts$491
 $(118)
Interest rate contracts(2) (1)
Total$489
 $(119)
 Three Months Ended
 December 29,
2018
 December 30,
2017
Gains/(Losses) recognized in OCI – effective portion:   
Cash flow hedges:   
Foreign exchange contracts$(478) $153
Interest rate contracts
 1
Total$(478) $154
    
Net investment hedges:   
Foreign currency debt$(16) $2
    
Gains/(Losses) reclassified from AOCI into net income – effective portion:   
Cash flow hedges:   
Foreign exchange contracts$(118) $(124)
Interest rate contracts(1) 1
Total$(119) $(123)
    
Gains/(Losses) on derivative instruments:   
Fair value hedges:   
Foreign exchange contracts$402
 $
Interest rate contracts657
 (274)
Total$1,059
 $(274)
    
Gains/(Losses) related to hedged items:   
Fair value hedges:   
Marketable securities$(402) $
Fixed-rate debt(657) 274
Total$(1,059) $274


The amount excluded from the effectiveness assessment of the Company’s hedges and recognized in OCI was a loss of $89 million for the three months ended December 28, 2019.
The following tables show information about the Company’s derivative instruments designated as fair value hedges and the related hedged items for the three months ended December 28, 2019 and December 29, 2018 and as of December 28, 2019 (in millions):
 Three Months Ended
 December 28,
2019
 December 29,
2018
Gains/(Losses) on derivative instruments (1):
   
Foreign exchange contracts$(183) $402
Interest rate contracts(162) 657
Total$(345) $1,059
    
Gains/(Losses) related to hedged items (1):
   
Marketable securities$183
 $(402)
Fixed-rate debt162
 (657)
Total$345
 $(1,059)
 December 28,
2019
Carrying amounts of hedged assets/(liabilities): 
Marketable securities (2)
$15,544
Fixed-rate debt (3)
$(28,631)
  
Cumulative hedging adjustments included in the carrying amounts of hedged items: 
Marketable securities carrying amount increases/(decreases)$(594)
Fixed-rate debt carrying amount (increases)/decreases$(418)
(1)Gains and losses related to fair value hedges are included in OI&E in the Condensed Consolidated Statements of Operations.
(2)The carrying amounts of marketable securities that are designated as hedged items in fair value hedges are included in current marketable securities and non-current marketable securities in the Condensed Consolidated Balance Sheet.
(3)The carrying amounts of fixed-rate debt instruments that are designated as hedged items in fair value hedges are included in current term debt and non-current term debt in the Condensed Consolidated Balance Sheet.
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 December 29, 201828, 2019 and September 29, 201828, 2019 (in millions):
 December 28, 2019 September 28, 2019
 
Notional
Amount
 
Credit Risk
Amount
 
Notional
Amount
 
Credit Risk
Amount
Instruments designated as accounting hedges:       
Foreign exchange contracts$54,215
 $1,625
 $61,795
 $1,798
Interest rate contracts$28,250
 $475
 $31,250
 $685
        
Instruments not designated as accounting hedges:       
Foreign exchange contracts$96,470
 $327
 $76,868
 $323

 December 29, 2018 September 29, 2018
 
Notional
Amount
 
Credit Risk
Amount
 
Notional
Amount
 
Credit Risk
Amount
Instruments designated as accounting hedges:       
Foreign exchange contracts$56,000
 $1,110
 $65,368
 $1,015
Interest rate contracts$33,250
 $22
 $33,250
 $
        
Instruments not designated as accounting hedges:       
Foreign exchange contracts$82,013
 $419
 $63,062
 $259

The notional amounts for outstanding derivative instruments provide one measure of the transaction volume outstanding and do not represent the amount of the Company’s exposure to credit or market loss. The credit risk amounts represent the Company’s gross exposure to potential accounting loss on derivative instruments that are outstanding or unsettled if all counterparties failed to perform according to the terms of the contract, based on then-current currency or interest rates at each respective date. The Company’s exposure to credit loss and market risk will vary over time as currency and interest rates change. Although the table above reflects the notional and credit risk amounts of the Company’s derivative instruments, it does not reflect the gains or losses associated with the exposures and transactions that the instruments are intended to hedge. The amounts ultimately realized upon settlement of these financial instruments, together with the gains and losses on the underlying exposures, will depend on actual market conditions during the remaining life of the instruments.
The Company generally enters into master netting arrangements, which are designed to reduce credit risk by permitting net settlement of transactions with the same counterparty. To further limit credit risk, the Company generally enters into collateral security arrangements that provide for collateral to be received or posted when the net fair value of certain financial instruments fluctuates from contractually established thresholds. The Company presents its derivative assets and derivative liabilities at their gross fair values in its Condensed Consolidated Balance Sheets. TheAs of December 28, 2019 and September 28, 2019, the net cash collateral postedreceived by the Company related to derivative instruments under its collateral security arrangements was $56 million and $1.0 billion as of December 29, 2018 and September 29, 2018,$1.6 billion, respectively, which were recorded asincluded in other current assetsliabilities in the Condensed Consolidated Balance Sheets.
Under master netting arrangements with the respective counterparties to the Company’s derivative contracts, the Company is allowed to net settle transactions with a single net amount payable by one party to the other. As of December 29, 201828, 2019 and September 29, 2018,28, 2019, the potential effects of these rights of set-off associated with the Company’s derivative contracts, including the effects of collateral, would be a reduction to both derivative assets and derivative liabilities of $1.9$2.4 billion and $2.1$2.7 billion, respectively, resulting in a net derivative liabilityliabilities of $260$128 million and a net derivative asset of $138$407 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.
As of both December 29, 2018,28, 2019 and September 28, 2019, the Company had no0 customers that individually represented 10% or more of total trade receivables. As of September 29, 2018, the Company had one customer that represented 10% or more of total trade receivables, which accounted for 10%. The Company’s cellular network carriers accounted for 45%43% and 59%51% of total trade receivables as of December 29, 201828, 2019 and September 29, 2018,28, 2019, respectively.
Vendor Non-Trade Receivables
The Company has non-trade receivables from certain of its manufacturing vendors resulting from the sale of components to these vendors who manufacture sub-assemblies or assemble final products for the Company. The Company purchases these components directly from suppliers. As of December 29, 2018,28, 2019, the Company had two2 vendors that individually represented 10% or more of total vendor non-trade receivables, which accounted for 56% and 15%17%. As of September 29, 2018,28, 2019, the Company had two2 vendors that individually represented 10% or more of total vendor non-trade receivables, which accounted for 62%59% and 12%14%.


Note 4 – Condensed Consolidated Financial Statement Details
The following tables show the Company’s condensed consolidated financial statement details as of December 29, 201828, 2019 and September 29, 201828, 2019 (in millions):
Property, Plant and Equipment, Net
 December 28,
2019
 September 28,
2019
Land and buildings$17,754
 $17,085
Machinery, equipment and internal-use software70,841
 69,797
Leasehold improvements9,395
 9,075
Gross property, plant and equipment97,990
 95,957
Accumulated depreciation and amortization(60,959) (58,579)
Total property, plant and equipment, net$37,031
 $37,378
 December 29,
2018
 September 29,
2018
Land and buildings$16,352
 $16,216
Machinery, equipment and internal-use software66,823
 65,982
Leasehold improvements8,351
 8,205
Gross property, plant and equipment91,526
 90,403
Accumulated depreciation and amortization(51,929) (49,099)
Total property, plant and equipment, net$39,597
 $41,304

Other Non-Current Liabilities
 December 28,
2019
 September 28,
2019
Long-term taxes payable$28,198
 $29,545
Other non-current liabilities27,650
 20,958
Total other non-current liabilities$55,848
 $50,503
 December 29,
2018
 September 29,
2018
Long-term taxes payable$30,948
 $33,589
Other non-current liabilities23,607
 15,325
Total other non-current liabilities$54,555
 $48,914

Other Income/(Expense), Net
The following table shows the detail of other income/(expense), netOI&E for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 (in millions):
 Three Months Ended
 December 28,
2019
 December 29,
2018
Interest and dividend income$1,045
 $1,307
Interest expense(785) (890)
Other income, net89
 143
Total other income/(expense), net$349
 $560
 Three Months Ended
 December 29,
2018
 December 30,
2017
Interest and dividend income$1,307
 $1,452
Interest expense(890) (734)
Other income, net143
 38
Total other income/(expense), net$560
 $756

Note 5 – Income Taxes
U.S. Tax Cuts and Jobs Act
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. The Act also created a new minimum tax on certain future foreign earnings. The Company completed its accounting for the income tax effects of the Act during the first quarter of 2019, in accordance with the U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 118.
Uncertain Tax Positions
As of December 29, 2018,28, 2019, the total amount of gross unrecognized tax benefits was $14.7$16.4 billion, of which $8.2$8.9 billion, if recognized, would impact the Company’s effective tax rate. The Company had accrued $1.2$1.5 billion of gross interest and penalties related to income tax matters as of December 29, 2018. Both the unrecognized tax benefits and the associated interest and penalties that are not expected to result in payment or receipt of cash within one year are classified as other non-current liabilities in the Condensed Consolidated Balance Sheet.

28, 2019.
The Company is subject to taxation and files income tax returns in the U.S. federal jurisdiction and in many state and foreign jurisdictions. The U.S. Internal Revenue Service concluded its review of the years 2013 through 2015 in 2018, and all years prior tobefore 2016 are closed. Tax years subsequent to 2006 in certain major U.S. states and subsequent to 2010after 2014 remain open in certain major foreign jurisdictions remain open, and could beare subject to examination by the taxing authorities. The Company believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner inconsistent with its expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs. Although the 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 $300 million.$2.3 billion.

European Commission State Aid Decision
On August 30, 2016, the European Commission announced its decision that Ireland granted state aid to the Company by providing tax opinions in 1991 and 2007 concerning the tax allocation of profits of the Irish branches of two2 subsidiaries of the Company (the “State Aid Decision”). The State Aid Decision ordered Ireland to calculate and recover additional taxes from the Company for the period June 2003 through December 2014. The recovery amount was calculated to be €13.1 billion, plus interest of €1.2 billion. On an annual basis, the Company may request approval from the Irish Minister for Finance to reduce the recovery amount for certain taxes paid to other countries. As of December 28, 2019, the adjusted recovery amount was €12.9 billion. Irish legislative changes, effective as of January 2015, eliminated the application of the tax opinions from that date forward. The Company believes the State Aid Decision to be without merit and appealed to the General Court of the Court of Justice of the European Union. Ireland has also appealed the State Aid Decision. The Company believes that any incremental Irish corporate income taxes potentially due related to the State Aid Decision would be creditable against U.S. taxes, subject to any foreign tax credit limitations in the U.S. Tax Cuts and Jobs Act. As of December 29, 2018, the entireThe adjusted recovery amount plus interest wasis funded into escrow, where it will remain restricted from general use pending the conclusion of all appeals. Refer to the Cash, Cash Equivalents and Marketable Securities section of Note 3, “Financial Instruments” for more information.
Note 6 – Debt
Commercial Paper
The Company issues unsecured short-term promissory notes (“Commercial Paper”) pursuant to a commercial paper program. The Company uses net proceeds from the commercial paper program for general corporate purposes, including dividends and share repurchases. As of both December 29, 201828, 2019 and September 29, 2018,28, 2019, the Company had $12.0$5.0 billion and $6.0 billion of Commercial Paper outstanding, respectively, with maturities generally less than nine months. The weighted-average interest rate of the Company’s Commercial Paper was 2.39%1.88% and 2.24% as of December 29, 201828, 2019 and 2.18% as of September 29, 2018.28, 2019, respectively. The following table provides a summary of cash flows associated with the issuance and maturities of Commercial Paper for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 (in millions):
 Three Months Ended
 December 28,
2019
 December 29,
2018
Maturities 90 days or less:   
Proceeds from/(Repayments of) commercial paper, net$(175) $2,011
    
Maturities greater than 90 days:   
Proceeds from commercial paper1,317
 2,166
Repayments of commercial paper(2,121) (4,171)
Repayments of commercial paper, net(804) (2,005)
    
Total proceeds from/(repayments of) commercial paper, net$(979) $6

 Three Months Ended
 December 29,
2018
 December 30,
2017
Maturities 90 days or less:   
Proceeds from/(Repayments of) commercial paper, net$2,011
 $1,621
    
Maturities greater than 90 days:   
Proceeds from commercial paper2,166
 3,441
Repayments of commercial paper(4,171) (5,060)
Proceeds from/(Repayments of) commercial paper, net(2,005) (1,619)
    
Total change in commercial paper, net$6
 $2

Term Debt
As of December 29, 2018,28, 2019, the Company had outstanding floating- and fixed-rate notes with varying maturities for an aggregate principal amount of $103.8$103.1 billion (collectively the “Notes”). The Notes are senior unsecured obligations and interest is payable in arrears, quarterly for the U.S. dollar–denominated and Australian dollar–denominated floating-rate notes, semi-annually for the U.S. dollar–denominated, Australian dollar–denominated, British pound–denominated, Japanese yen–denominated and Canadian dollar–denominated fixed-rate notes and annually for the euro-denominated and Swiss franc–denominated fixed-rate notes.

arrears. The following table provides a summary of the Company’s term debt as of December 29, 201828, 2019 and September 29, 2018:28, 2019:
 
Maturities
(calendar year)
 December 29, 2018 September 29, 2018
 
Amount
(in millions)
 
Effective
Interest Rate
 
Amount
(in millions)
 
Effective
Interest Rate
2013 debt issuance of $17.0 billion:                 
Fixed-rate 2.400% – 3.850% notes20232043 $8,500
  2.44%3.91% $8,500
  2.44%3.91%
                  
2014 debt issuance of $12.0 billion:                 
Floating-rate notes  2019 1,000
    2.89% 1,000
    2.64%
Fixed-rate 2.100% – 4.450% notes20192044 8,500
  2.89%4.48% 8,500
  2.64%4.48%
                  
2015 debt issuances of $27.3 billion:                 
Floating-rate notes20192020 1,497
  1.87%2.92% 1,507
  1.87%2.64%
Fixed-rate 0.350% – 4.375% notes20192045 24,181
  0.28%4.51% 24,410
  0.28%4.51%
                  
2016 debt issuances of $24.9 billion:                 
Floating-rate notes20192021 1,350
  2.72%3.81% 1,350
  2.48%3.44%
Fixed-rate 1.100% – 4.650% notes20192046 23,038
  1.13%4.78% 23,059
  1.13%4.78%
                  
2017 debt issuances of $28.7 billion:                 
Floating-rate notes20192022 3,250
  2.68%3.10% 3,250
  2.41%2.84%
Fixed-rate 0.875% – 4.300% notes20192047 25,454
  1.54%4.30% 25,617
  1.54%4.30%
                  
2018 debt issuance of $7.0 billion:                 
Fixed-rate 1.800% – 3.750% notes20192047 7,000
  1.83%3.80% 7,000
  1.83%3.80%
Total term debt    103,770
      104,193
     
                  
Unamortized premium/(discount) and issuance costs, net    (210)      (218)     
Hedge accounting fair value adjustments    (799)      (1,456)     
Less: Current portion of term debt    (9,772)      (8,784)     
Total non-current portion of term debt    $92,989
      $93,735
     
 
Maturities
(calendar year)
 December 28, 2019 September 28, 2019
 
Amount
(in millions)
 
Effective
Interest Rate
 
Amount
(in millions)
 
Effective
Interest Rate
2013 – 2019 debt issuances:                 
Floating-rate notes20202022 $4,250
  1.97%3.04% $4,250
  2.25%3.28%
Fixed-rate 0.350% – 4.650% notes20202049 96,610
  0.28%4.78% 97,429
  0.28%4.78%
                  
First quarter 2020 debt issuance of €2.0 billion:                 
Fixed-rate 0.000% – 0.500% notes20252031 2,226
  0.03%0.56% 0
    0%
Total term debt    103,086
      101,679
     
                  
Unamortized premium/(discount) and issuance costs, net    (229)      (224)     
Hedge accounting fair value adjustments    445
      612
     
Less: Current portion of term debt    (10,224)      (10,260)     
Total non-current portion of term debt    $93,078
      $91,807
     
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 December 29, 201828, 2019 and September 29, 2018,28, 2019, the carrying value of the debt designated as a net investment hedge was $1.0$1.2 billion and $811 million,$1.0 billion, respectively. For further discussion regarding the Company’s use of derivative instruments, refer to the Derivative Financial Instruments section of Note 3, “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 $809$757 million and $695$809 million of interest expensecost on its term debt for the three months ended December 29, 201828, 2019 and December 30, 2017,29, 2018, respectively.
As of December 29, 201828, 2019 and September 29, 2018,28, 2019, the fair value of the Company’s Notes, based on Level 2 inputs, was $102.6$109.1 billion and $103.2$107.5 billion, respectively.
Note 7 – Shareholders’ Equity
Share Repurchase Program
On May 1, 2018,April 30, 2019, the Company announced the Board of Directors had authorized aincreased the current share repurchase program authorization from $100 billion to repurchase up to $100$175 billion of the Company’s common stock, of which $37.3$116.1 billion had been utilized as of December 29, 2018.28, 2019. During the three months ended December 29, 2018,28, 2019, the Company repurchased 38.070.4 million shares of its common stock for $8.2 billion.$20.0 billion, including 30.4 million shares initially delivered under a $10.0 billion accelerated share repurchase arrangement (“ASR”) dated November 2019. The Company’s share repurchase program does not obligate it to acquire any specific number of shares. Under this 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”).
Under the Company’s ASR, financial institutions deliver shares of the Company’s common stock during the purchase period in exchange for an up-front payment. The total number of shares ultimately delivered under the ASR, and therefore the average repurchase price paid per share, is determined based on the volume-weighted average price of the Company’s common stock during the purchase period, which will end in or before May 2020. The shares received are retired in the periods they are delivered, and the up-front payment is accounted for as a reduction to retained earnings in the Company’s Condensed Consolidated Statement of Shareholders’ Equity in the period the payment is made.


Note 8 – Comprehensive Income
The Company’s OCI consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, net deferred gains and losses on certain derivative instruments accounted for as cash flow hedges and unrealized gains and losses on marketable debt securities classified as available-for-sale.
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,items, for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 (in millions):
    Three Months Ended
Comprehensive Income Components Financial Statement Line Items December 28,
2019
 December 29,
2018
Unrealized (gains)/losses on derivative instruments:      
Foreign exchange contracts Total net sales $(97) $63
  Total cost of sales (171) (375)
  Other income/(expense), net (223) 396
Interest rate contracts Other income/(expense), net 2
 1
    (489) 85
Unrealized (gains)/losses on marketable securities Other income/(expense), net (13) 47
Total amounts reclassified from AOCI $(502) $132
    Three Months Ended
Comprehensive Income Components Financial Statement Line Item December 29,
2018
 December 30,
2017
Unrealized (gains)/losses on derivative instruments:      
Foreign exchange contracts Total net sales $63
 $184
  Total cost of sales (375) (27)
  Other income/(expense), net 396
 (33)
Interest rate contracts Other income/(expense), net 1
 (1)
    85
 123
Unrealized (gains)/losses on marketable securities Other income/(expense), net 47
 (116)
Total amounts reclassified from AOCI $132
 $7

The following table shows the changes in AOCI by component for the three months ended December 29, 201828, 2019 (in millions):
 
Cumulative Foreign
Currency Translation
 
Unrealized Gains/Losses
on Derivative Instruments
 
Unrealized Gains/Losses
on Marketable Securities
 Total
Balances as of September 28, 2019$(1,463) $172
 $707
 $(584)
Other comprehensive income/(loss) before reclassifications207
 182
 163
 552
Amounts reclassified from AOCI0
 (489) (13) (502)
Tax effect(5) 20
 (35) (20)
Other comprehensive income/(loss)202
 (287) 115
 30
Cumulative effect of change in accounting principle (1)
0
 136
 0
 136
Balances as of December 28, 2019$(1,261) $21
 $822
 $(418)
 
Cumulative Foreign
Currency Translation
 
Unrealized Gains/Losses
on Derivative Instruments
 
Unrealized Gains/Losses
on Marketable Securities
 Total
Balances as of September 29, 2018$(1,055) $810
 $(3,209) $(3,454)
Other comprehensive income/(loss) before reclassifications(82) (472) 140
 (414)
Amounts reclassified from AOCI
 85
 47
 132
Tax effect4
 95
 (40) 59
Other comprehensive income/(loss)(78) (292) 147
 (223)
Cumulative effect of change in accounting principle (1)

 
 89
 89
Balances as of December 29, 2018$(1,133) $518
 $(2,973) $(3,588)

(1)Refer to Note 1, “Summary of Significant Accounting Policies” for more information on the Company’s adoption of ASU 2016-012017-12 at the beginning of the first quarter of 2019.2020.
Note 9 – Benefit Plans
Stock Plans
The Company had 237.9194.4 million shares reserved for future issuance under its stock plans as of December 29, 2018.28, 2019. Restricted stock units (“RSUs”) granted under the Company’s stock plans 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-one1-for-one basis. Each share issued with respect to RSUs granted under the Company’s stock plans reducesreduce the number of shares available for grant under the plans by two shares.a factor of 2 times the number of RSUs granted. 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 two2 times the number of RSUs canceled or shares withheld.
Rule 10b5-1 Trading Plans
During the three months ended December 29, 2018,28, 2019, Section 16 officers Angela Ahrendts, Timothy D. Cook, Chris Kondo, Luca Maestri, Deirdre O’Brien and Jeffrey Williams had equity trading plans in place in accordance with Rule 10b5-1(c)(1) under the Exchange Act. An equity trading plan is a written document that pre-establishes the amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including shares acquired pursuant tounder the Company’s employee and director equity plans.

Restricted Stock Units
A summary of the Company’s RSU activity and related information for the three months ended December 29, 201828, 2019 is as follows:
 
Number of
RSUs
(in thousands)
 
Weighted-Average
Grant Date Fair
Value Per RSU
 
Aggregate
Fair Value
(in millions)
Balance as of September 28, 201981,517
 $169.18
  
RSUs granted33,775
 $220.78
  
RSUs vested(17,837) $150.42
  
RSUs canceled(1,435) $184.51
  
Balance as of December 28, 2019$96,020
 $190.59
 $27,827
 
Number of
RSUs
(in thousands)
 
Weighted-Average
Grant Date Fair
Value Per RSU
 
Aggregate
Fair Value
(in millions)
Balance as of September 29, 201892,155
 $134.60
  
RSUs granted29,228
 $223.41
  
RSUs vested(18,935) $124.36
  
RSUs canceled(1,147) $154.53
  
Balance as of December 29, 2018101,301
 $161.91
 $15,826

The fair value as of the respective vesting dates of RSUs was $4.1$4.2 billion and $3.1$4.1 billion for the three months ended December 29, 201828, 2019 and December 30, 2017,29, 2018, respectively.
Share-Based Compensation
The following table shows share-based compensation expense and the related income tax benefit included in the Condensed Consolidated Statements of Operations for the three months ended December 28, 2019 and December 29, 2018 and December 30, 2017 (in millions):
 Three Months Ended
 December 28,
2019
 December 29,
2018
Share-based compensation expense$1,710
 $1,559
Income tax benefit related to share-based compensation expense$(758) $(750)
 Three Months Ended
 December 29,
2018
 December 30,
2017
Share-based compensation expense$1,559
 $1,296
Income tax benefit related to share-based compensation expense$(750) $(631)

As of December 29, 2018,28, 2019, the total unrecognized compensation cost related to outstanding RSUs and stock options was $14.0$15.7 billion, which the Company expects to recognize over a weighted-average period of 2.9 years.
Note 10 – Commitments and Contingencies
Accrued Warranty and IndemnificationGuarantees
The following table shows changes in the Company’s accrued warranties and related costs for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 (in millions):
 Three Months Ended
 December 28,
2019
 December 29,
2018
Beginning accrued warranty and related costs$3,570
 $3,692
Cost of warranty claims(915) (996)
Accruals for product warranty1,218
 1,123
Ending accrued warranty and related costs$3,873
 $3,819
 Three Months Ended
 December 29,
2018
 December 30,
2017
Beginning accrued warranty and related costs$3,692
 $3,834
Cost of warranty claims(996) (982)
Accruals for product warranty1,123
 1,471
Ending accrued warranty and related costs$3,819
 $4,323
Agreements entered into by the Company may include indemnification provisions, which may subject the Company to costs and damages in the event of a claim against an indemnified third party. Except as disclosed under the heading “Contingencies” below, 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 net sales.

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.
Concentrations in the Available Sources of Supply of Materials and Product
Although most components essential to the Company’s business are generally available from multiple sources, certain components are currently obtained from single or limited sources. In addition, theThe Company also competes for various components with other participants in the markets for mobile communicationsmartphones, personal computers, tablets and media devices and personal computers.other electronic devices. Therefore, many components used by the Company, including those that are available from multiple sources, are at times subject to industry-wide shortage and significant commodity pricing fluctuations that could materially adversely affect the Company’s financial condition and operating results.fluctuations.

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 their manufacturing capacity hascapacities have 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. Continuedcontinued availability of these components at acceptable prices, or at all, may be affected if 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 single-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 financial condition and operating results could be materially 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.
Other Off–Balance Sheet Commitments
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 December 29, 2018, the Company’s total future minimum lease payments under noncancelable operating leases were $9.9 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.
Unconditional Purchase Obligations
The Company has entered into certain off–balance sheet commitments that require the future purchase of goods or services (“unconditional purchase obligations”). The Company’s unconditional purchase obligations primarily consist of payments for supplier arrangements, internetInternet and telecommunication services, intellectual property licenses and content creation. As of December 29, 2018,28, 2019, the Company’s total future payments under noncancelable unconditional purchase obligations having a remaining term in excess of one year were $7.4$10.5 billion.

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.”resolved. 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 ofabove management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected. 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 ofgreater than a recorded accrual, with respect toconcerning loss contingencies for asserted legal and other claims, except for the following matters:
VirnetX
VirnetX, Inc. (“VirnetX”) 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. The Company appealed the VirnetX I verdict to 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. The Company appealed the VirnetX II is currentlyverdict to the Federal Circuit, and on appeal.November 22, 2019, the Federal Circuit affirmed-in-part, reversed-in-part, and remanded VirnetX II back to the Eastern Texas District Court. 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 appealed the invalidity decision of the PTO to the Federal Circuit. The Federal Circuit consolidated the Company’s appeal of the Eastern Texas District Court VirnetX I verdict and VirnetX’s appeals from the PTO invalidity proceedings. On January 15, 2019, the Federal Circuit affirmed the VirnetX I verdict, which the Company intendshas further appealed. On July 8, 2019, the Federal Circuit remanded one of VirnetX’s two appeals of the PTO’s invalidity decisions back to the PTO for further proceedings. On August 1, 2019, the Federal Circuit affirmed-in-part, vacated-in-part, and remanded back to the PTO portions of VirnetX’s second appeal. The remaining appeals from the PTO proceedings invalidating the VirnetX Patents remain pending.
Qualcomm
On January 20, 2017, the Company filed a lawsuit against Qualcomm Incorporated and affiliated parties (“Qualcomm”) in the U.S. District Court for the Southern District of California seeking, among other things, to enjoin Qualcomm from requiring the Company to pay royalties at the rate demanded by Qualcomm. As the Company does not believe the demanded royalty it has historically paid contract manufacturers for each applicable device is fair, reasonable and non-discriminatory, and believes it to be invalid and/or overstated in other respects as well, no Qualcomm-related royalty payments have been remitted by the Company to its contract manufacturers since the beginning of the second quarter of 2017. The Company believes it will prevail on the merits of the case and has accrued its best estimate for the ultimate resolution of this matter.
Following the Company’s lawsuit, Qualcomm has filed patent infringement suits against the Company and its affiliates in the U.S. and various international jurisdictions, some of which seek to enjoin the sale of certain of the Company’s products in particular countries. In one matter pending in China, on November 30, 2018, a court issued an order enjoining the sale in China of certain iPhone models running iOS 10 or iOS 11. The Company has taken steps to comply with the order and has deployed a software update to address the functionality at issue. The Company has sought reconsideration and a declaration of compliance with the order and has appealed the decision. In another matter pending in Germany, on December 20, 2018, a court issued an order enjoining the sale in Germany by the Company and certain of its subsidiaries of iPhone 7, 7 Plus, 8, 8 Plus and X. The Company has taken steps to comply with the order and has appealed the decision.these matters.
iOS Performance Management Cases
Various civil litigation matters have been filed in state and federal courts in the U.S. and in various international jurisdictions alleging violation of consumer protection laws, fraud, computer intrusion and other causes of action related to the Company’s performance management feature used in its iPhone operating systems, introduced to certain iPhones in iOS updates 10.2.1 and 11.2. The claims seek monetary damages and other non-monetary relief. On April 5, 2018, several U.S. federal actions were consolidated through a Multidistrict Litigation process into a single action in the U.S. District Court for the Northern District of California. In addition to civil litigation, the Company is also responding to governmental investigations and requests for information relating to the performance management feature. The Company believes that its iPhones were not defective, that the performance management feature introduced with iOS updates 10.2.1 and 11.2 was intended to, and did, improve customers’ user experience, and that the Company did not make any misleading statements or fail to disclose any material information. The Company has accrued its best estimate for the ultimate resolution of these matters.

French Competition Authority
In June 2019, the French Competition Authority (“FCA”) issued a report alleging that aspects of the Company’s sales and distribution practices in France violate French competition law. The Company vigorously disagrees with the allegations, and a hearing of arguments was held before the FCA on October 15, 2019. The Company is awaiting the decision of the FCA, which may include a fine.
Note 11 – Segment Information and Geographic Data
The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments.
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 20182019 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.
The following table shows information by reportable segment for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 (in millions):
 Three Months Ended
 December 28,
2019
 December 29,
2018
Americas:   
Net sales$41,367
 $36,940
Operating income$13,092
 $11,200
    
Europe:   
Net sales$23,273
 $20,363
Operating income$7,719
 $6,658
    
Greater China:   
Net sales$13,578
 $13,169
Operating income$5,363
 $5,314
    
Japan:   
Net sales$6,223
 $6,910
Operating income$2,778
 $3,014
    
Rest of Asia Pacific:   
Net sales$7,378
 $6,928
Operating income$2,731
 $2,560
 Three Months Ended
 December 29,
2018
 December 30,
2017
Americas:   
Net sales$36,940
 $35,193
Operating income$11,200
 $11,316
    
Europe:   
Net sales$20,363
 $21,054
Operating income$6,658
 $6,893
    
Greater China:   
Net sales$13,169
 $17,956
Operating income$5,314
 $6,908
    
Japan:   
Net sales$6,910
 $7,237
Operating income$3,014
 $3,082
    
Rest of Asia Pacific:   
Net sales$6,928
 $6,853
Operating income$2,560
 $2,575


A reconciliation of the Company’s segment operating income to the Condensed Consolidated Statements of Operations for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 is as follows (in millions):
 Three Months Ended
 December 28,
2019
 December 29,
2018
Segment operating income$31,683
 $28,746
Research and development expense(4,451) (3,902)
Other corporate expenses, net(1,663) (1,498)
Total operating income$25,569
 $23,346

 Three Months Ended
 December 29,
2018
 December 30,
2017
Segment operating income$28,746
 $30,774
Research and development expense(3,902) (3,407)
Other corporate expenses, net(1,498) (1,093)
Total operating income$23,346
 $26,274
Note 12 – Leases
The Company has lease arrangements for certain equipment and facilities, including retail, corporate, manufacturing and data center space. These leases typically have original terms not exceeding 10 years and generally contain multi-year renewal options, some of which are reasonably certain of exercise. The Company’s lease arrangements may contain both lease and non-lease components. The Company has elected to combine and account for lease and non-lease components as a single lease component for leases of retail, corporate, and data center facilities.
Payments under the Company’s lease arrangements may be fixed or variable, and variable lease payments are primarily based on purchases of output of the underlying leased assets. Lease costs associated with fixed payments on the Company’s operating leases were $369 million for the three months ended December 28, 2019. Lease costs associated with variable payments on the Company’s leases were $3.0 billion for the three months ended December 28, 2019.
For the three months ended December 28, 2019, the Company made $349 million of fixed cash payments related to operating leases. Non-cash activities involving ROU assets obtained in exchange for lease liabilities were $8.2 billion for the three months ended December 28, 2019, including the impact of adopting the new leases standard.
The following table shows ROU assets and lease liabilities, and the associated financial statement line items, as of December 28, 2019 (in millions):
Lease-Related Assets and Liabilities Financial Statement Line Items December 28,
2019
Right-of-use assets:    
Operating leases Other non-current assets $7,262
Finance leases Property, plant and equipment, net 629
Total right-of-use assets   $7,891
     
Lease liabilities:    
Operating leases Other current liabilities $1,245
  Other non-current liabilities 6,573
Finance leases Other current liabilities 14
  Other non-current liabilities 627
Total lease liabilities   $8,459


Lease liability maturities as of December 28, 2019, are as follows (in millions):
 Operating Leases Finance Leases Total
2020 (remaining nine months)$1,051
 $23
 $1,074
20211,398
 34
 1,432
20221,218
 35
 1,253
2023966
 46
 1,012
2024845
 25
 870
Thereafter3,579
 921
 4,500
Total undiscounted liabilities9,057
 1,084
 10,141
Less: Imputed interest(1,239) (443) (1,682)
Total lease liabilities$7,818
 $641
 $8,459

The weighted-average remaining lease term and discount rate related to the Company’s lease liabilities as of December 28, 2019 were 10.2 years and 2.1%, respectively. The Company’s lease discount rates are generally based on estimates of its incremental borrowing rate, as the discount rates implicit in the Company’s leases cannot be readily determined.
As of December 28, 2019, the Company had $2.1 billion of future payments under additional leases, primarily for corporate facilities and retail space, that had not yet commenced. These leases will commence between 2020 and 2022, with lease terms ranging from less than 1 year to 16 years.


Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations
This section and other parts of this Quarterly Report on Form 10-Q (“Form 10-Q”) contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. 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,I, 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 29, 201828, 2019 (the “2018“2019 Form 10-K”) under the heading “Risk Factors.” The following discussion should be read in conjunction with the 2019 Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) and the condensed consolidated financial statements and accompanying 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,calendar, and references to particular years, quarters, months or periods refer to the Company’s fiscal years ended in September and the associated quarters, months and periods of those fiscal years. Each of the terms the “Company” and “Apple” as used herein refers collectively to Apple Inc. and its wholly-ownedwholly 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 at investor.apple.com/investor-relations/sec-filings/default.aspx when such reports are available on the SEC’s website. The SEC maintains an internetInternet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at www.sec.gov. The Company periodically provides other information for investors on its corporate website, www.apple.com, and its investor relations website, investor.apple.com. This includes press releases and other information about financial performance, information on corporate governance and details related to the Company’s annual meeting of shareholders. The information contained on the websites referenced in this Form 10-Q is not incorporated by reference into this filing. Further, the Company’s references to website URLs are intended to be inactive textual references only.
Overview andQuarterly Highlights
The Company designs, manufactures and markets mobile communication and media devices and personal computers, and sells a variety of related software, services, accessories and third-party digital content and applications. The Company’s products and services include iPhone, Mac, iPad, Apple Watch, AirPods, Apple TV, HomePod, a portfolio of consumer and professional software applications, iOS, macOS, watchOS and tvOS operating systems, iCloud, Apple Pay and a variety of accessory, service and support offerings. The Company sells and delivers digital content and applications through the iTunes Store, App Store, Mac App Store, TV App Store, Book Store and Apple Music (collectively “Digital Content and Services”). The Company sells its products worldwide through its retail stores, online stores and direct sales force, as well as through third-party cellular network carriers, wholesalers, retailers and resellers. In addition, the Company sells a variety of third-party Apple-compatible products, including application software and various accessories, through its retail and online stores. The Company sells to consumers, small and mid-sized businesses and education, enterprise and government customers.
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 or stream 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, Apple TV, Apple Watch and HomePod. 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.

Business Seasonality and Product Introductions
The Company has historically experienced higher net sales in its first quarter compared to other quarters in its fiscal year due in part to seasonal holiday demand. Additionally, new product and service introductions can significantly impact productnet sales, product costscost of sales and operating expenses. ProductThe timing of product introductions can also impact the Company’s net sales to its indirect distribution channels as these channels are filled with new product inventory following a product introduction,launch, and channel inventory of a particularan older product often declines as the next related majorlaunch of a newer product launch approaches. Net sales can also be affected when consumers and distributors anticipate a product introduction. However, neither historical seasonal patterns nor historical patterns of product introductions should be considered reliable indicators of the Company’s future pattern of product introductions, future net sales or financial performance.
First Quarter Fiscal 20192020 Highlights
Total net sales decreased 5%increased 9% or $4.0$7.5 billion during the first quarter of 20192020 compared to the same quarter in 2018,2019, primarily driven by lowerhigher iPhone net sales, partially offset primarily by higherand Wearables, Home and Accessories and Services net sales. The weakness in foreign currencies relative to the U.S. dollar had an unfavorable impact on net sales during the first quarter of 2019.2020.
The Company began shipping iPhone XR in October 2018. During the first quarter of 2019,2020, the Company introduced twobegan shipping AirPods Pro™, the new versions of iPad16-inch MacBook Pro® as well and the updated Mac Pro®. Additionally, the Company released Apple TV+ as a new Apple Pencil® and Smart Keyboard Folio™, all of which began shipping in November 2018. The Company also introduced a new version of MacBook Air® and a new Mac mini®, both of which began shipping in November 2018.service.
The Company repurchased $8.2$20.0 billion of its common stock and paid dividends and dividend equivalents of $3.6$3.5 billion during the first quarter of 2019.2020.

Products and Services Performance
Beginning in the first quarter of 2019, the Company classified the amortization of the deferred value of Maps, Siri and free iCloud services, which are bundled in the sales price of iPhone, Mac, iPad and certain other products, in Services net sales. Historically, the Company classified the amortization of these amounts in Products net sales consistent with its management reporting framework. As a result, Products and Services net sales information for the first quarter of 2018 was reclassified to conform to the 2019 presentation.
The following table shows net sales by category for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 (dollars in millions):
Three Months EndedThree Months Ended
December 29,
2018
 December 30,
2017
 ChangeDecember 28,
2019
 December 29,
2018
 Change
Net sales by category:          
iPhone (1)
$51,982
 $61,104
 (15)%$55,957
 $51,982
 8 %
Mac (1)
7,416
 6,824
 9 %7,160
 7,416
 (3)%
iPad (1)
6,729
 5,755
 17 %5,977
 6,729
 (11)%
Wearables, Home and Accessories (1)(2)
7,308
 5,481
 33 %10,010
 7,308
 37 %
Services (3)
10,875
 9,129
 19 %12,715
 10,875
 17 %
Total net sales$84,310
 $88,293
 (5)%$91,819
 $84,310
 9 %
(1)Products net sales include amortization of the deferred value of unspecified software upgrade rights, which are bundled in the sales price of the respective product.
(2)Wearables, Home and Accessories net sales include sales of AirPods, Apple TV, Apple Watch, Beats products, HomePod, iPod touch and Apple-branded and third-party accessories.
(3)
Services net sales include sales from Digital Contentthe Company’s digital content stores and Services,streaming services, AppleCare, Apple Pay, licensing and other services. Services net sales also include amortization of the deferred value of Maps, Siri, and free iCloud and Apple TV+ services, which are bundled in the sales price of certain products.
iPhone
iPhone net sales increased during the first quarter of 2020 compared to the same quarter in 2019 due primarily to the successful launch of the Company’s new iPhone models.
Mac
Mac net sales decreased during the first quarter of 20192020 compared to the same quarter in 20182019 due primarily to lower iPhone unit salesthe timing of the MacBook Air® launch in all the reportable geographic segments.first quarter of 2019.

iPad
Mac
MaciPad net sales increaseddecreased during the first quarter of 20192020 compared to the same quarter in 20182019 due primarily to higher net salesthe timing of MacBook Air.
iPad
the iPad net sales increased duringPro® launch in the first quarter of 2019 compared to the same quarter in 2018 due primarily to higher net sales of iPad Pro.2019.
Wearables, Home and Accessories
Wearables, Home and Accessories net sales increased during the first quarter of 20192020 compared to the same quarter in 20182019 due primarily to higher net sales of Wearables, including AirPods and Apple Watch and AirPods.Watch.
Services
Services net sales increased during the first quarter of 20192020 compared to the same quarter in 20182019 due primarily to licensing,higher net sales from AppleCare, the App Store and AppleCare.licensing.

Segment Operating Performance
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. Further information regarding the Company’s reportable segments can be found in Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 11, “Segment Information and Geographic Data.”
The following table shows net sales by reportable segment for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 (dollars in millions):
Three Months EndedThree Months Ended
December 29,
2018
 December 30,
2017
 ChangeDecember 28,
2019
 December 29,
2018
 Change
Net sales by reportable segment:          
Americas$36,940
 $35,193
 5 %$41,367
 $36,940
 12 %
Europe20,363
 21,054
 (3)%23,273
 20,363
 14 %
Greater China13,169
 17,956
 (27)%13,578
 13,169
 3 %
Japan6,910
 7,237
 (5)%6,223
 6,910
 (10)%
Rest of Asia Pacific6,928
 6,853
 1 %7,378
 6,928
 6 %
Total net sales$84,310
 $88,293
 (5)%$91,819
 $84,310
 9 %
Americas
Americas net sales increased during the first quarter of 20192020 compared to the same quarter in 20182019 due primarily to higher iPhone and Wearables, Home and Accessories and Servicesnet sales.
Europe
Europe net sales partially offset by lower iPhone net sales. The weakness in foreign currencies relative to the U.S. dollar had an unfavorable impact on Americas net salesincreased during the first quarter of 2019.
Europe
Europe net sales decreased during the first quarter of 20192020 compared to the same quarter in 20182019 due primarily to lowerhigher iPhone net sales, partially offset by higherand Wearables, Home and Accessories and Services net sales. The weakness in foreign currencies relative to the U.S. dollar had an unfavorable impact on Europe net sales during the first quarter of 2019.2020.
Greater China
Greater China net sales decreasedincreased during the first quarter of 20192020 compared to the same quarter in 20182019 due primarily to lower iPhonehigher Wearables, Home and Accessories net sales.

The weakness in foreign currencies relative to the U.S. dollar had an unfavorable impact on Greater China net sales during the first quarter of 2020.
Japan
Japan net sales decreased during the first quarter of 20192020 compared to the same quarter in 20182019 due primarily to lower iPhone net sales, partially offset by higher Services and iPad net sales. The strength of the Japanese Yen relative to the U.S. dollar had a favorable impact on Japan net sales during the first quarter of 2020.
Rest of Asia Pacific
Rest of Asia Pacific net sales increased during the first quarter of 2019 were generally flat2020 compared to the same quarter in 2018, as2019 due primarily to higher Wearables, Home and Accessories and Services net sales were offset by lower iPhone net sales. The weakness in foreign currencies relative to the U.S. dollar had an unfavorable impact on Rest of Asia Pacific net sales during the first quarter of 2019.2020.

Gross Margin
Products and servicesServices gross margin and gross margin percentage for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 were as follows (dollars in millions):
Three Months EndedThree Months Ended
December 29,
2018
 December 30,
2017
December 28,
2019
 December 29,
2018
Gross margin:      
Products$25,197
 $28,589
$27,029
 $25,197
Services6,834
 5,323
8,188
 6,834
Total gross margin$32,031
 $33,912
$35,217
 $32,031
      
Gross margin percentage:      
Products34.3% 36.1%34.2% 34.3%
Services62.8% 58.3%64.4% 62.8%
Total gross margin percentage38.0% 38.4%38.4% 38.0%
Products Gross Margin
Products gross margin decreasedincreased during the first quarter of 20192020 compared to the same quarter in 20182019 due primarily to lower iPhone unit sales andhigher leverage, partially offset by the weakness in foreign currencies relative to the U.S. dollar, partially offset by higher net sales of Mac, iPad and Wearables. Year-over-year productsdollar. Products gross margin percentage decreased during the first quarter of 2019 due primarily2020 was relatively flat compared to a different product mix and the impact of lower iPhone unit sales on the Company’s products fixed cost structure.same quarter in 2019.
Services Gross Margin
Services gross margin increased during the first quarter of 2019 compared to the same quarter in 2018 due primarily to a different services mix. Year-over-year servicesand Services gross margin percentage increased during the first quarter of 2020 compared to the same quarter in 2019 due primarily to a favorable Services mix of services withand higher margins and the impact ofleverage, partially offset by higher services net sales on the Company’s services fixed cost structure.Services costs.
The Company anticipates total gross margin percentage during the second quarter of 2019 to be between 37.0% and 38.0%. The foregoing statement regarding the Company’s expected total gross margin percentage in the second quarter of 2019 is forward-looking and could differ from actual results. The Company’s future gross margins can be impacted by multiplea variety of factors, including, but not limited to, those set forthas discussed in Part II,I, Item 1A of thisthe 2019 Form 10-Q10-K under the heading “Risk Factors” and those described in this paragraph. In general,. As a result, the Company believes, in general, gross margins will be subject to volatility and remain under downward pressure due to a variety of factors, including: continued industry-wide global product pricing pressures and product pricing actions that the Company may take in response to such pressures; increased competition; the Company’s ability to effectively stimulate demand for certain of its products; compressed product life cycles; potential increases in the cost of components and outside manufacturing services; the Company’s ability to manage product quality and warranty costs effectively; shifts in the mix of products and services, or in the geographic, currency or channel mix; fluctuations in exchange rates; and costs associated with the Company’s frequent introductions and transitions of products and services.pressure.


Operating Expenses
Operating expenses for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 were as follows (dollars in millions):
Three Months EndedThree Months Ended
December 29,
2018
 December 30,
2017
December 28,
2019
 December 29,
2018
Research and development$3,902
 $3,407
$4,451
 $3,902
Percentage of total net sales5% 4%5% 5%
Selling, general and administrative$4,783
 $4,231
$5,197
 $4,783
Percentage of total net sales6% 5%6% 6%
Total operating expenses$8,685
 $7,638
$9,648
 $8,685
Percentage of total net sales10% 9%11% 10%
Research and Development
The growth in research and development (“R&D&D”) expense during the first quarter of 20192020 compared to the same quarter in 20182019 was driven primarily by increases in headcount-related expenses and infrastructure-related costs.expenses. The Company continues to believe that focused investments in R&D are critical to its future growth and competitive position in the marketplace, and to the development of new and updated products and services that are central to the Company’s core business strategy.
Selling, General and Administrative
The growth in selling, general and administrative expense during the first quarter of 20192020 compared to the same quarter in 20182019 was driven primarily by higher spending on marketing and advertising and increases in professional fees and headcount-related expenses.

Other Income/(Expense), Net
Other income/(expense), net (“OI&E”) for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 was as follows (dollars in millions):
Three Months EndedThree Months Ended
December 29,
2018
 December 30,
2017
 ChangeDecember 28,
2019
 December 29,
2018
 Change
Interest and dividend income$1,307
 $1,452
  $1,045
 $1,307
  
Interest expense(890) (734)  (785) (890)  
Other income, net143
 38
  89
 143
  
Total other income/(expense), net$560
 $756
 (26)%$349
 $560
 (38)%
The decrease in other income/(expense), netOI&E during the first quarter of 20192020 compared to the same quarter in 20182019 was due primarily to higher interest expense on debt, lower interest income, and lower investment-related gains, partially offset by the impact of foreign exchange–related items.lower interest expense. The weighted-average interest rate earned by the Company on its cash, cash equivalents and marketable securities was 2.19%2.08% and 2.11%2.19% in the first quarter of 2020 and 2019, and 2018, respectively.


Provision for Income Taxes
Provision for income taxes, effective tax rate and statutory federal income tax rate for the three months ended December 29, 201828, 2019 and December 30, 201729, 2018 were as follows (dollars in millions):
Three Months EndedThree Months Ended
December 29,
2018
 December 30,
2017
December 28,
2019
 December 29,
2018
Provision for income taxes$3,941
 $6,965
$3,682
 $3,941
Effective tax rate16.5% 25.8%14.2% 16.5%
Statutory federal income tax rate21% 24.5%21% 21%
The Company’s effective tax rate for the first quarter of 20192020 was lower than the statutory federal income tax rate of 21% due primarily to the lower tax raterates on foreign earnings, and tax benefits from share-based compensation.compensation and a one-time adjustment of U.S. foreign tax credits in response to regulations issued by the U.S. Department of the Treasury in December 2019.
The Company’s effective tax rate for the first quarter of 20192020 was lower compared to the same quarter in 20182019 due to higher taxes in 2018 as a resultone-time adjustment of the Tax Cuts and Jobs Act (the “Act”) and a lower statutory federal incomeU.S. foreign tax rate in 2019, partially offset by higher taxes on foreign earnings in 2019.credits.
Recent Accounting Pronouncements
HedgingFinancial Instruments
In August 2017,June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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.
Financial Instruments
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 on 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.
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 utilizing the modified retrospective transition method through a cumulative-effect adjustment at the beginning of its first quarter of 2020. While the Company is currently evaluating the impact of adopting ASU 2016-02, based on the lease portfolio as of December 29, 2018, the Company anticipates recording lease assets and liabilities of approximately $9.1 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.


Liquidity and Capital Resources
The following tables present selected financial information and statistics as of December 29, 201828, 2019 and September 29, 201828, 2019 and for the first three months of 20192020 and 20182019 (in millions):
December 29,
2018
 September 29,
2018
December 28,
2019
 September 28,
2019
Cash, cash equivalents and marketable securities (1)
$245,035
 $237,100
$207,061
 $205,898
Property, plant and equipment, net$39,597
 $41,304
$37,031
 $37,378
Commercial paper$11,969
 $11,964
$4,990
 $5,980
Total term debt$102,761
 $102,519
$103,302
 $102,067
Working capital$32,545
 $15,410
$61,070
 $57,101
Three Months EndedThree Months Ended
December 29,
2018
 December 30,
2017
December 28,
2019
 December 29,
2018
Cash generated by operating activities$26,690
 $28,293
$30,516
 $26,690
Cash generated by/(used in) investing activities$5,844
 $(13,590)$(13,668) $5,844
Cash used in financing activities$(13,676) $(7,501)$(25,407) $(13,676)
(1)
As of December 29, 201828, 2019 and September 29, 201828, 2019, total cash, cash equivalents and marketable securities included $19.919.1 billion and $20.318.9 billion, respectively, that was restricted from general use, related to the State Aid Decision (refer to Note 5, “Income Taxes” in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q) and other agreements.
The Company believes its existing balances of cash, cash equivalents and marketable securities, along with commercial paper and other short-term liquidity arrangements, will be sufficient to satisfy its working capital needs, capital asset purchases, dividends, share repurchases, debt repayments and other liquidity requirements associated with its existing operations over the next 12 months.
In connection with the State Aid Decision, as of December 29, 2018,28, 2019, the entireadjusted recovery amount of €13.1€12.9 billion plus interest of €1.2 billion was funded into escrow, where it will remain restricted from general use pending the conclusion of all appeals.
The Company’s marketable securities investment portfolio is primarily invested in highly rated securities, with the primary objective of minimizing the potential risk of principal loss. The Company’s investment policy generally requires securities to be investment grade and limits the amount of credit exposure to any one issuer.
During the three months ended December 28, 2019, cash generated by operating activities of $30.5 billion was a result of $22.2 billion of net income, non-cash adjustments to net income of $4.0 billion and an increase in the net change in operating assets and liabilities of $4.2 billion. Cash used in investing activities of $13.7 billion during the three months ended December 28, 2019 consisted primarily of cash used for purchases of marketable securities, net of sales and maturities, of $10.4 billion and cash used to acquire property, plant and equipment of $2.1 billion. Cash used in financing activities of $25.4 billion during the three months ended December 28, 2019 consisted primarily of cash used to repurchase common stock of $20.7 billion, cash used to pay dividends and dividend equivalents of $3.5 billion and cash used to repay term debt of $1.0 billion, partially offset by net proceeds from the issuance of term debt of $2.2 billion.
During the three months ended December 29, 2018, cash generated by operating activities of $26.7 billion was a result of $20.0 billion of net income, non-cash adjustments to net income of $5.0 billion and an increase in the net change in operating assets and liabilities of $1.8 billion. Cash generated by investing activities of $5.8 billion during the three months ended December 29, 2018 consisted primarily of proceeds from maturities and sales of marketable securities, net of purchases, of $9.8 billion, partially offset by cash used to acquire property, plant and equipment of $3.4 billion. Cash used in financing activities of $13.7 billion during the three months ended December 29, 2018 consisted primarily of cash used to repurchase common stock of $8.8 billion and cash used to pay dividends and dividend equivalents of $3.6 billion.
During the three months ended December 30, 2017, cash generated by operating activities of $28.3 billion was a result of $20.1 billion of net income and an increase in the net change in operating assets and liabilities of $37.9 billion, partially offset by non-cash adjustments to net income of $29.7 billion. Cash used in investing activities of $13.6 billion during the three months ended December 30, 2017 consisted primarily of cash used for purchases of marketable securities, net of sales and maturities, of $10.4 billion and cash used to acquire property, plant and equipment of $2.8 billion. Cash used in financing activities of $7.5 billion during the three months ended December 30, 2017 consisted primarily of cash used to repurchase common stock of $10.1 billion and cash used to pay dividends and dividend equivalents of $3.3 billion, partially offset by proceeds from the issuance of term debt, net of $7.0 billion.
Capital Assets
The Company’s capital expenditures were $1.5 billion during the first three months of 2019. The Company anticipates utilizing approximately $12.0 billion for capital expenditures during 2019, 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 December 29, 2018,28, 2019, the Company had $12.0$5.0 billion of Commercial Paper outstanding, with a weighted-average interest rate of 2.39%1.88% and maturities generally less than nine months.

As of December 29, 2018,28, 2019, the Company had outstanding floating- and fixed-rate notes with varying maturities for an aggregate principal amount of $103.8$103.1 billion (collectively the “Notes”). During the first three months of 2020, the Company issued $2.2 billion and repaid $1.0 billion of 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 3, “Financial Instruments” and Note 6, “Debt.”
Capital Return Program
On May 1, 2018,April 30, 2019, the Company announced the Board of Directors had authorized aincreased the current share repurchase program authorization from $100 billion to repurchase up to $100$175 billion of the Company’s common stock, of which $37.3$116.1 billion had been utilized as of December 29, 2018.28, 2019. During the three months ended December 29, 2018,28, 2019, the Company repurchased 38.070.4 million shares of its common stock for $8.2 billion.$20.0 billion, including 30.4 million shares initially delivered under a $10.0 billion accelerated share repurchase arrangement (“ASR”) dated November 2019. The Company’s share repurchase program does not obligate it to acquire any specific number of shares. Under this 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.
On May 1, 2018,April 30, 2019, the Company also announced the Board of Directors raised the Company’s quarterly cash dividend from $0.63$0.73 to $0.73$0.77 per share, beginning with the dividend paid during the third quarter of 2018.2019. The Company intends to increase its dividend on an annual basis, subject to declaration by the Board of Directors.
Contractual Obligations
Operating Leases
As of December 29, 2018,28, 2019, the Company’s total future minimumfixed lease payments under noncancelable operating leasespayment obligations were $9.9 billion.$12.2 billion, of which $7.2 billion was included in other non-current liabilities in the Company’s Condensed Consolidated Balance Sheet. The Company’s retail store and other facility leases typically have original terms not exceeding 10 years and generally contain multi-year renewal options.
Manufacturing Purchase Obligations
The Company utilizes several outsourcing partners to manufacture sub-assemblies for the Company’s products and to perform final assembly and testing of finished products. These outsourcing partners acquire components and build product based on demand information supplied by the Company, which typically covers periods up to 150 days. The Company also obtains individual components for its products from a wide variety of individual suppliers. As of December 29, 2018,28, 2019, the Company expects to pay $30.2 billion under manufacturing-related supplier arrangements, which are primarily noncancelable.
Other Purchase Obligations
The Company’s other purchase obligations consist of noncancelable obligations to acquire capital assets, including product tooling and manufacturing process equipment, and noncancelable obligations related to advertising, licensing, R&D, internetInternet and telecommunications services, content creation and other activities. As of December 29, 2018,28, 2019, the Company had other purchase obligations of $6.3$9.0 billion.
Other Non-Current LiabilitiesDeemed Repatriation Tax Payable
As of December 29, 2018, a significant portion28, 2019, the balance of the deemed repatriation tax payable imposed by the U.S. Tax Cuts and Jobs Act (the “Act”) was $28.2 billion, and was included in other non-current liabilities in the Company’s Condensed Consolidated Balance Sheet consisted of the $30.9 billion deemed repatriation tax payable imposed by the Act.Sheet. The Company plans to pay the deemed repatriation tax payable in installments in accordance with the Act.
Other Non-Current Liabilities
The Company’s remaining other non-current liabilities primarily consist of items for which the Company is unable to make a reasonably reliable estimate of the timing or amount of payments.


Indemnification
Agreements entered into by the Company may include indemnification provisions, which may subject the Company to costs and damages in the event of a claim against an indemnified third party. Except as disclosed in Part I, Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 10, “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 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 net sales.
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.

Critical Accounting Policies and Estimates
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.
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 20182019 Form 10-K, and “Critical Accounting Policies and Estimates” in Part II, Item 7 of the 20182019 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 Revenue Recognition and Impairment of Marketable Debt Securities, thereThere have been no material changes to the Company’s critical accounting policies and estimates since the 20182019 Form 10-K.
Revenue Recognition
The Company has identified up to three performance obligations regularly included in arrangements involving the sale of iPhone, Mac, iPad and certain other products. The first performance obligation, which represents the substantial portion of the allocated sales price, is the hardware and bundled software delivered at the time of sale. The second performance obligation is the right to receive certain product-related bundled services, which include iCloud, Siri and Maps. The third performance obligation is the right to receive, on a when-and-if-available basis, future unspecified software upgrades relating to the software bundled with each device. The Company allocates revenue and any related discounts to these performance obligations based on their relative stand-alone selling prices (“SSP”). Because the Company lacks observable prices for the undelivered performance obligations, the allocation of revenue is based on the Company’s estimated SSPs. Revenue allocated to the product-related bundled services and unspecified software upgrade rights is deferred and recognized on a straight-line basis over the estimated period they are expected to be provided.
The Company’s process for determining estimated SSPs involves management’s judgment and considers multiple factors that may vary over time depending upon the unique facts and circumstances related to each deliverable. Should future facts and circumstances change, the Company’s SSPs and the future rate of related amortization for unspecified software upgrades and services related to future sales of these devices could change. Factors subject to change include the nature of the unspecified software upgrade rights and product-related bundled services offered, their estimated value and the estimated period they are expected to be provided.

Impairment of Marketable Debt Securities
The Company’s investments in marketable debt securities are classified as available-for-sale and reported at fair value. The Company regularly reviews its investment portfolio to determine if any security is other-than-temporarily impaired, which would require the Company to record an impairment charge in the period any such determination is made. In making this determination, the Company evaluates, among other things, the duration and extent to which the fair value of a security is less than its cost; the financial condition of the issuer and any changes thereto; and the Company’s intent to sell, or whether it will more likely than not be required to sell, the security before recovery of its amortized cost basis. The Company’s assessment of whether an available-for-sale debt security is other-than-temporarily impaired could change in the future due to new developments or changes in assumptions related to any particular security, which would have an adverse impact on the Company’s financial condition and operating results.
Item 3.Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the Company’s market risk during the first three months of 2019.2020. 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 20182019 Form 10-K.
Item 4.Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of December 29, 201828, 2019 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control Overover Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the first quarter of 2019,2020, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


PART II — OTHER INFORMATION
Item 1.Legal Proceedings
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 10, “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 ofgreater than a recorded accrual, with respect toconcerning 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 ofabove management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected. Refer to 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 first quarter of 20192020 that did not individually or in the aggregate have a material impact on the Company’s financial condition or operating results.
Item 1A.Risk Factors
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 2018 Form 10-K 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,in Part I, Item 1A of the 2019 Form 10-K under the heading “Risk Factors,” 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’s business, results of operations, financial condition and growth.
The Company has international operations with sales outside the U.S. representing a majority of the Company’s total net sales. In addition, a majority of the Company’s supply chain, and its manufacturing and assembly activities, are located outside the U.S. As a result, the Company’s operations and performance depend significantly on global and regional economic conditions.
Adverse macroeconomic conditions, including inflation, slower growth or recession, new or increased tariffs, There have been no material changes to fiscal and monetary policy, tighter credit, higher interest rates, high unemployment and currency fluctuations could materially adversely affect demand for the Company’s products and services. In addition, consumer confidence and spending could be adversely affected in response to financial market volatility, negative financial news, conditions in the real estate and mortgage markets, declines in income or asset values, changes to fuel and other energy costs, labor and healthcare costs and other economic factors.
In addition to an adverse impact on demand for the Company’s products, uncertainty about, or a decline in, global or regional economic conditions could have a significant impact on the Company’s suppliers, contract manufacturers, logistics providers, distributors, cellular network carriers and other channel partners. Potential effects include financial instability; inability to obtain credit to finance operations and purchases of the Company’s products; and insolvency.
A downturn in the economic environment could also lead to increased credit and collectibility risk on the Company’s trade receivables; the failure of derivative counterparties and other financial institutions; limitations on the Company’s ability to issue new debt; reduced liquidity; and declines in the fair value of the Company’s financial instruments. These and other economic factors could materially adversely affect the Company’s business, results of operations, financial condition and growth.

Global markets for the Company’s products and services are highly competitive and subject to rapid technological change, and the Company may be unable to compete effectively in these markets.
The Company’s products and services are offered in highly competitive global markets characterized by aggressive price competition and resulting downward pressure on gross margins, frequent introduction of new products and services, short product life cycles, evolving industry standards, continual improvement in product price/performance characteristics, rapid adoption of technological advancements by competitors and price sensitivity on the part of consumers and businesses.
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. There can be no assurance that these investments will achieve expected returns, and the Company may not be able to develop and market new products and services successfully.
The Company currently holds a significant number of patents, trademarks and copyrights and has registered, and applied to register, numerous patents, trademarks and copyrights. 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 has a minority market share in the global smartphone, tablet and personal computer markets. 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. In addition, some of the Company’s competitors have broader product lines, lower-priced products and a larger installed base of active devices. Competition has been particularly intense as competitors have aggressively cut prices and lowered product margins. Certain competitors may have the resources, experience or cost structures to provide products at little or no profit or even at a loss.
Additionally, the Company faces significant competition as competitors 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 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.
Some of the markets in which the Company competes, including the market for personal computers, have from time to time experienced little to no growth or contracted. In addition, an increasing number of internet-enabled devices that include software applications and are smaller, simpler and cheaper than traditional personal computers compete with some of the Company’s existing products.
The Company’s services also face substantial competition, including from companies that have significant resources and experience and have established service offerings with large customer bases. 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.
The Company’s financial condition and operating results depend substantially on the Company’s ability to continually improve its products and services in order to maintain their 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 introductions and transitions of products and services.
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 services and successfully manage the transition to these new and upgraded products and services. The success of new product and service introductions depends on a number of factors including, but not limited to, timely and successful 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 and services may have quality or other defects or deficiencies. Accordingly, the Company cannot determine in advance the ultimate effect of new product and service introductions and transitions.

The Company depends on the performance of carriers, wholesalers, retailers and other resellers.
The Company distributes its products through cellular network carriers, wholesalers, retailers and resellers, many of whom distribute products from competing manufacturers. The Company also sells its products and third-party products in most of its major markets directly to education, enterprise and government customers and consumers and small and mid-sized businesses through its retail and online stores.
Some carriers providing cellular network service for iPhone offer financing, installment payment plans or subsidies for users’ purchases of the device. There is no assurance that such offers 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 sales. 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 for which cost exceeds net realizable value. The Company also accrues necessary cancellation fee reserves for orders of excess products and components. The Company reviews long-lived assets, including capital assets held at its suppliers’ facilities and inventory prepayments, for impairment whenever events or circumstances indicate the assets may not be recoverable. If the Company determines that an 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 inventory, capital assets, inventory prepayments and other assets and purchase commitments are currently recoverable, no assurance can be given that the Company will not incur write-downs, fees, impairments and other charges given the rapid and unpredictable pace of product obsolescence in the industries in which the Company competes.
The Company orders components for its products and builds inventory in advance of product announcements and shipments. Manufacturing purchase obligations cover the Company’s forecasted component and manufacturing requirements, typically 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 certain 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 that could materially adversely affect the Company’s financial condition and operating results. 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. Component suppliers 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’s business, results of operations, financial condition and growth 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 that could materially adversely affect its financial condition and operating results.
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 suppliers decide to concentrate on the production of common components instead of components customized to meet the Company’s requirements. 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.

The Company depends on component and product manufacturing and logistical services provided by outsourcing partners, many of which are located outside of the U.S.
Substantially all of the Company’s manufacturing is performed in whole or in part by outsourcing partners located primarily in Asia. A significant concentration of this manufacturing is currently performed by a small number of outsourcing partners, often in single locations. The Company has also outsourced much of its transportation and logistics management. While these arrangements may lower operating costs, they also reduce the Company’s direct control over production and distribution. Such diminished control may have an adverse effect on the quality or quantity of products or services, or the Company’s flexibility to respond to changing conditions. Although arrangements with these partners may contain provisions for warranty expense reimbursement, the Company may remain responsible to the consumer for warranty service in the event of product defects and could experience an unanticipated product defect or warranty liability. While the Company relies on its partners to adhere to its supplier code of conduct, material violations of the supplier code of conduct could occur.
The Company relies on single-sourced outsourcing partners in the U.S., Asia and Europe to supply and manufacture many 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, economic, business, labor, environmental, public health or political issues, or international trade disputes.
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 recoverability of manufacturing process equipment or prepayments could be negatively impacted.
The Company’s products and services may be affected from time to time by design and manufacturing defects that could materially adversely affect the Company’s business and result in harm to the Company’s reputation.risk factors since the 2019 Form 10-K.
The Company offers complex hardware and software products and services that can be affected by design and manufacturing defects. Sophisticated operating system software and applications, such as those offered by the Company, often have issues that can unexpectedly interfere with the intended operation of hardware or software products. Defects may also exist in components and products the Company purchases from third parties. Component defects could make the Company’s products unsafe and create a risk of environmental or property damage and personal injury. These risks may increase as the Company’s products are introduced into specialized applications, including healthcare. In addition, the Company’s service offerings may have quality issues and from time to time experience outages, service slowdowns or errors. As a result, the Company’s services may not perform as anticipated and may not meet customer expectations. There can be no assurance the Company will be able to detect and fix all issues and defects in the hardware, software and services it offers. Failure to do so could result in widespread technical and performance issues affecting the Company’s products and services. In addition, the Company may be exposed to product liability claims, recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment, and/or intangible assets, and significant warranty and other expenses, including litigation costs and regulatory fines. Quality problems could also adversely affect the experience for users of the Company’s products and services, and result in harm to the Company’s reputation, loss of competitive advantage, poor market acceptance, reduced demand for products and services, delay in new product and services introductions and lost sales.
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.

The Company’s future performance depends in part on support from third-party software developers.
The Company believes decisions by customers to purchase its hardware products depend in part on the availability of third-party software applications and services. There is no assurance that third-party developers will continue to develop and maintain software applications and services for the Company’s products. If third-party software applications and services cease to be developed and maintained for the Company’s products, customers may choose not to buy the Company’s products.
The Company believes the availability of third-party software applications and services for its products depends in part on the developers’ perception and analysis of the relative benefits of developing, maintaining and upgrading such software and services for the Company’s products compared to competitors’ platforms, such as Android for smartphones and tablets and Windows for personal computers. 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 product sales and the costs of developing such applications and services.
The Company’s minority market share in the global smartphone, tablet and personal computer markets could make developers less inclined to develop or upgrade software for the Company’s products and more inclined to devote their resources to developing and upgrading software for competitors’ products with larger market share. If developers focus their efforts on these competing platforms, the availability and quality of applications for the Company’s devices may suffer.
The Company relies on the continued availability and development of compelling and innovative software applications for its products. The Company’s products and operating systems 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 take advantage of these changes to deliver improved customer experiences or might not operate correctly and may result in dissatisfied customers.
The Company sells and delivers third-party applications for its products through the App Store, Mac App Store and TV App Store. The Company retains a commission from sales through these platforms. If developers reduce their use of these platforms to distribute their applications and offer in-app purchases to customers, then the volume of sales, and the commission that the Company earns on those sales, would decrease.
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 services, 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 cost of sales and 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 10, “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.
The outcome of litigation is inherently uncertain. If one or more legal matters were resolved against the Company or an indemnified third party in a reporting period for amounts in excess of management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected. Further, such an outcome could result in significant compensatory, punitive or trebled monetary damages, disgorgement of revenue or profits, remedial corporate measures or injunctive relief against the Company that could materially adversely affect its financial condition and operating results.
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 in areas including, but not limited to, 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 and data localization 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’s business is subject to the risks of international operations.
The Company derives a majority of its net sales and earnings from its international operations. Compliance with applicable U.S. and foreign laws and regulations, such as import and export requirements, anti-corruption laws, tax laws, foreign exchange controls and cash repatriation restrictions, data privacy and data localization requirements, environmental laws, labor laws and anti-competition regulations, increases the costs of doing business in foreign jurisdictions. Although the Company has implemented policies and procedures to comply with these laws and regulations, a violation by the Company’s employees, contractors or agents could nevertheless occur. In some cases, compliance with the laws and regulations of one country could violate the laws and regulations of another country. Violations of these laws and regulations could materially adversely affect the Company’s brand, international growth efforts and business.
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, political instability and international trade disputes. Gross margins on the Company’s products in foreign countries, and on 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.

The Company’s retail stores have required and will continue to require a substantial investment and commitment of resources and are subject to numerous risks and uncertainties.
The Company’s retail stores have required substantial investment in equipment and leasehold improvements, information systems, inventory and personnel. The Company also has entered into substantial operating lease commitments for retail space. Certain stores have been designed and built to serve as high-profile venues to promote brand awareness. Because of their unique design elements, locations and size, these stores require substantially more investment than the Company’s more typical retail stores. Due to the high cost structure associated with the Company’s retail stores, a decline in sales or the closure or poor performance of individual or multiple stores could result in significant lease termination costs, write-offs of equipment and leasehold improvements and severance costs.
The Company’s retail operations are subject to many factors that pose risks and uncertainties and could adversely impact the Company’s financial condition and operating results, including macro-economic factors that could have an adverse effect on general retail activity. Other factors include, but are not limited to, the Company’s ability to manage costs associated with retail store construction and operation; manage relationships with existing retail partners; manage costs associated with fluctuations in the value of retail inventory; and 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 occur and 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 are not always effective and losses or unauthorized access to or releases of confidential information occur and 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.

The Company has implemented systems and processes intended to secure its information technology systems and prevent unauthorized access to or loss of sensitive data, including through the use of encryption and authentication technologies. As with all companies, these security measures may not be sufficient for all eventualities and may be vulnerable to hacking, employee error, malfeasance, system error, faulty password management or other irregularities. For example, third parties attempt to fraudulently induce employees or customers into disclosing user names, passwords or other sensitive information, which may in turn be used to access the Company’s information technology systems. To help protect customers and the Company, the Company monitors its services and systems for unusual activity and may freeze accounts under suspicious circumstances, which, among other things, may result in the delay or loss of customer orders or impede customer access to the Company’s products and services.
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’s business may be impacted by political events, international trade disputes, war, terrorism, natural disasters, public health issues, industrial accidents and other business interruptions.
Political events, international trade disputes, war, terrorism, natural disasters, public health issues, industrial accidents and other business interruptions could harm or disrupt international commerce and the global economy, and could have a material adverse effect on the Company and its customers, suppliers, contract manufacturers, logistics providers, distributors, cellular network carriers and other channel partners.
International trade disputes could result in tariffs and other protectionist measures that could adversely affect the Company’s business. Tariffs could increase the cost of the Company’s products and the components and raw materials that go into making them. These increased costs could adversely impact the gross margin that the Company earns on its products. Tariffs could also make the Company’s products more expensive for customers, which could make the Company’s products less competitive and reduce consumer demand. Countries may also adopt other protectionist measures that could limit the Company’s ability to offer its products and services. Political uncertainty surrounding international trade disputes and protectionist measures could also have a negative effect on consumer confidence and spending, which could adversely affect the Company’s business.

Many of the Company’s operations and facilities as well as critical business operations of the Company’s suppliers and contract manufacturers are in locations that are prone to earthquakes and other natural disasters. In addition, such operations and facilities are subject to the risk of interruption by fire, power shortages, nuclear power plant accidents and other industrial accidents, terrorist attacks and other hostile acts, labor disputes, public health issues and other events beyond the Company’s control. Global climate change could result in certain types of natural disasters occurring more frequently or with more intense effects. Such events could make it difficult or impossible for the Company to manufacture and deliver products to its customers, create delays and inefficiencies in the Company’s supply and manufacturing chain, and result in slowdowns and outages to the Company’s service offerings. Following an interruption to its business, the Company could require substantial recovery time, experience significant expenditures in order to resume operations, and lose significant sales. Because the Company relies on single or limited sources for the supply and manufacture of many critical components, a business interruption affecting such sources would exacerbate any negative consequences to the Company.
The Company’s operations are also subject to the risks of industrial accidents at its suppliers and contract manufacturers. While the Company’s suppliers are required to maintain safe working environments and operations, an industrial accident could occur and could result in disruption to the Company’s business and harm to the Company’s reputation. Should major public health issues, including pandemics, arise, the Company could be adversely affected by more stringent employee travel restrictions, additional limitations in freight services, governmental actions limiting the movement of products between regions, delays in production ramps of new products and disruptions in the operations of the Company’s suppliers and contract manufacturers.
The Company expects its quarterly net sales and operating results to fluctuate.
The Company’s profit margins vary across its products, services, geographic segments and distribution channels. For example, 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 financial results may be materially adversely impacted as a result of shifts in the mix of products and services that the Company sells; shifts in the geographic, currency or channel mix of the Company’s sales; component cost increases; price competition; or the introduction of new products, including new products with higher cost structures.
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, such as lower-than-anticipated demand for the Company’s products, issues with new product introductions, information technology system failures or network disruptions, or failure of one of the Company’s logistics, components supply, or manufacturing partners.
The Company’s stock price is subject to volatility.
The Company’s stock price has experienced substantial price volatility in the past and may continue to do so in the future. Additionally, the Company, the technology industry and the stock market as a whole have experienced extreme stock price and volume fluctuations that have affected stock prices in ways that may have been unrelated to these companies’ operating performance. Price volatility over a given period may cause the average price at which the Company repurchases its own stock to exceed the stock’s price at a given point in time. The Company believes its stock price should reflect expectations of future growth and profitability. The Company also believes its stock price should reflect expectations that its cash dividend will continue at current levels or grow, and that its current share repurchase program will be fully consummated. Future dividends are subject to declaration by the Company’s Board of Directors, and the Company’s share repurchase program does not obligate it to acquire any specific number of shares. If the Company fails to meet expectations related to future growth, profitability, dividends, share repurchases or other market expectations, its stock price may decline significantly, which could have a material adverse impact on investor confidence and employee retention.
The Company’s financial performance is subject to risks associated with changes in the value of the U.S. dollar relative to local currencies.
The Company’s primary exposure to movements in foreign currency exchange rates relates to non–U.S. dollar–denominated sales, cost of sales and operating expenses worldwide. Gross margins on the Company’s products in foreign countries and on products that include components obtained from foreign suppliers could be materially adversely affected by foreign currency exchange rate fluctuations.
Weakening of foreign currencies relative to the U.S. dollar adversely affects the U.S. dollar value of the Company’s foreign currency–denominated sales and earnings, and generally leads the Company to raise international pricing, potentially reducing demand for the Company’s products. In some circumstances, for competitive or other reasons, the Company may decide not to raise international pricing to offset the U.S. dollar’s strengthening, which would adversely affect the U.S. dollar value of the gross margins the Company earns on foreign currency–denominated sales.

Conversely, a strengthening of foreign currencies relative to the U.S. dollar, while generally beneficial to the Company’s foreign currency–denominated sales and earnings, could cause the Company to reduce international pricing and incur losses on its foreign currency derivative instruments, thereby limiting the benefit. Additionally, strengthening of foreign currencies may increase the Company’s cost of product components denominated in those currencies, thus adversely affecting gross margins.
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 be effective to 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 values of its investment portfolio.
The Company’s investments can be negatively affected by liquidity, credit deterioration, financial results, market and economic conditions, political risk, sovereign risk, interest rate fluctuations or other factors. As a result, the value and liquidity of the Company’s cash, cash equivalents, and marketable and non-marketable securities may fluctuate substantially. Therefore, although the Company has not realized any significant losses on its cash, cash equivalents, and marketable and non-marketable securities, future fluctuations in their value could result in significant losses and could have a material adverse impact on the Company’s financial condition and operating results.
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 December 29, 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 materially adversely affected.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Share repurchase activity during the three months ended December 29, 201828, 2019 was as follows (in millions, except number of shares, which are reflected in thousands, and per share amounts):
Periods 
Total Number
of Shares Purchased
 
Average Price
Paid Per Share
 
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or Programs
 
Approximate Dollar Value of
Shares That May Yet Be Purchased
Under the Plans or Programs (1)
 
Total Number
of Shares Purchased
 
Average Price
Paid Per Share
 
Total Number of Shares
Purchased as Part of Publicly
Announced Plans or Programs
 Approximate Dollar Value of
Shares That May Yet Be Purchased
Under the Plans or Programs (1)
September 30, 2018 to November 3, 2018:        
September 29, 2019 to November 2, 2019:        
Open market and privately negotiated purchases 31,343
 $219.71
 31,343
   17,988
 $233.48
 17,988
  
                
November 4, 2018 to December 1, 2018:        
November 3, 2019 to November 30, 2019:        
November 2019 ASR 30,396
(2) 
(2) 

 30,396
(2) 
 
Open market and privately negotiated purchases 6,681
 $202.07
 6,681
   16,399
 $262.21
 16,399
  
                
December 2, 2018 to December 29, 2018:        
December 1, 2019 to December 28, 2019:        
Open market and privately negotiated purchases 
 $
 
   5,583
 $268.68
 5,583
  
Total 38,024
     $62,734
 70,366
     $58,869
(1)
On May 1, 2018,April 30, 2019, the Company announced the Board of Directors had authorized aincreased the current share repurchase program to repurchase up to authorization from $100 billion to $175 billion of the Company’s common stock, of which $37.3116.1 billion had been utilized as of December 29, 201828, 2019. The remaining $62.758.9 billion in the table represents the amount available to repurchase shares under the authorized repurchase program as of December 29, 201828, 2019. The Company’s share repurchase program does not obligate it to acquire any specific number of shares. Under this 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 2019, the Company entered into a new ASR to purchase up to $10.0 billion of the Company’s common stock. In exchange for up-front payments totaling $10.0 billion, the financial institutions that are party to the arrangement committed to deliver shares to the Company during the ASR’s purchase period, which will end in or before May 2020. The total number of shares ultimately delivered, and therefore the average price paid per share, will be determined at the end of the applicable purchase period based on the volume-weighted average price of the Company’s common stock during that period.
Item 3.Defaults Upon Senior Securities
None.
Item 4.Mine Safety Disclosures
Not applicable.
Item 5.Other Information
None.


Item 6.Exhibits
Incorporated by Reference

Exhibit
Number
Exhibit DescriptionFormExhibit
Filing Date/
Period End Date
31.1*
31.2*
32.1**
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.
    Incorporated by Reference

Exhibit
Number
 Exhibit Description Form Exhibit 
Filing Date/
Period End Date
4.1  8-K 4.1 11/15/19
31.1*       
31.2*       
32.1**       
101** Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q.      
104** Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.      
*Filed herewith.
**Furnished herewith.


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
January 30, 201928, 2020Apple Inc.
    
 By: /s/ Luca Maestri
   Luca Maestri
   Senior Vice President,

Chief Financial Officer


Apple Inc. | Q1 20192020 Form 10-Q | 4635