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0000320193 | 20220429 | 10-Q | 164 | Note 1, “Summary of Significant Accounting Policies” of the Notes to condensed consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2021 Form 10-K describe the significant accounting policies and methods used in the prepara... | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 165 | There have been no material changes to the Company’s critical accounting estimates since the 2021 Form 10-K.
Apple Inc. | Q2 2022 Form 10-Q | 19
Item 3. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 166 | Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the Company’s market risk during the first six months of 2022. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 167 | 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 2021 Form 10-K. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 168 | Item 4. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 169 | 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 ... | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 170 | Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the second quarter of 2022, 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... | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 171 | PART II - OTHER INFORMATION
Item 1. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 172 | Legal Proceedings
Epic Games
Epic Games, Inc. (“Epic”) filed a lawsuit in the U.S. District Court for the Northern District of California (the “Northern California District Court”) against the Company alleging violations of federal and state antitrust laws and California’s unfair competition law based upon the Company’... | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 173 | The Company filed a counterclaim for breach of contract. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 174 | On September 10, 2021, the Northern California District Court ruled in favor of the Company with respect to nine out of the ten counts included in Epic’s claim, and in favor of the Company with respect to the Company’s claims for breach of contract. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 175 | The Northern California District Court found that certain provisions of the Company’s App Store Review Guidelines violate California’s unfair competition law and issued an injunction. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 176 | Epic appealed the decision. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 177 | The Company filed a cross-appeal and has been granted a stay pending the appeal. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 178 | Other Legal Proceedings
The Company is subject to other legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 179 | The Company settled certain matters during the second quarter of 2022 that did not individually or in the aggregate have a material impact on the Company’s financial condition or operating results. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 180 | The outcome of litigation is inherently uncertain. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 181 | If one or more legal matters were resolved against the Company in a reporting period for amounts above management’s expectations, the Company’s financial condition and operating results for that reporting period could be materially adversely affected. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 182 | Item 1A. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 183 | Risk Factors
The Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A of the 2021 Form 10-K under the heading “Risk Factors.” Wh... | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 184 | There have been no material changes to the Company’s risk factors since the 2021 Form 10-K.
Apple Inc. | Q2 2022 Form 10-Q | 20
Item 2. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 185 | 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 March 26, 2022 was as follows (in millions, except number of shares, which are reflected in thousands, and per share amounts):
(1)On ... | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 186 | As of March 26, 2022, total utilization under the April 2021 authorization was $72.4 billion. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 187 | On April 28, 2022, the Company announced the Board of Directors increased the Program authorization by $90 billion. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 188 | The Program does not obligate the Company to acquire a minimum amount of shares. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 189 | Under the Program, shares may be repurchased in privately negotiated and/or open market transactions, including under plans complying with Rule 10b5-1 under the Exchange Act. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 190 | (2)In November 2021, the Company entered into accelerated share repurchase agreements (“ASRs”) to purchase up to a total of $6.0 billion of the Company’s common stock. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 191 | In January 2022, the purchase periods for these ASRs ended and an additional 5 million shares were delivered and retired. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 192 | In total, 35 million shares were delivered under these ASRs at an average repurchase price of $170.01 per share. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 193 | Item 3. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 194 | Defaults Upon Senior Securities
None. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 195 | Item 4. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 196 | Mine Safety Disclosures
Not applicable. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 197 | Item 5. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 198 | Other Information
Rule 10b5-1 Trading Plans
During the three months ended March 26, 2022, Katherine L. Adams, Timothy D. Cook, Luca Maestri, Deirdre O’Brien and Jeffrey Williams, each an officer for purposes of Section 16 of the Exchange Act, had equity trading plans in place in accordance with Rule 10b5-1(c)(1) under ... | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 199 | An equity trading plan is a written document that preestablishes the amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including sales of shares acquired under the Company’s employee and director equity plans. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 200 | Apple Inc. | Q2 2022 Form 10-Q | 21
Item 6. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 201 | Exhibits
Incorporated by Reference
Exhibit
Number
Exhibit Description Form Exhibit Filing Date/
Period End Date
10.1* 2022 Employee Stock Plan. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 202 | 8-K 10.1 3/4/22
10.2* Form of Restricted Stock Unit Award Agreement under 2022 Employee Stock Plan effective as of March 4, 2022. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 203 | 8-K 10.2 3/4/22
10.3* Form of Performance Award Agreement under 2022 Employee Stock Plan effective as of March 4, 2022. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 204 | 8-K 10.3 3/4/22
31.1** Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 205 | 31.2** Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 206 | 32.1*** Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 207 | 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. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 208 | 104** Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 209 | * Indicates management contract or compensatory plan or arrangement. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 210 | ** Filed herewith. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 211 | *** Furnished herewith. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 212 | Apple Inc. | Q2 2022 Form 10-Q | 22
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. | 0000320193-22-000059/full-submission.txt |
0000320193 | 20220429 | 10-Q | 213 | Date: April 28, 2022
Apple Inc.
By: /s/ Luca Maestri
Luca Maestri
Senior Vice President,
Chief Financial Officer
Apple Inc. | Q2 2022 Form 10-Q | 23 | 0000320193-22-000059/full-submission.txt |
0000320193 | 20061229 | 10-Q | 0 | 10-Q a06-23473_110q.htm QUARTERLY REPORT PURSUANT TO SECTIONS 13 OR 15(D)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 1, 2006
or
o TRANSITION REP... | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 1 | Commission File Number: 000-10030
APPLE COMPUTER, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA
(State or other jurisdiction
(I.R.S. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 2 | Employer Identification No.) | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 3 | of incorporation or organization)
1 Infinite Loop
Cupertino, California
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (408) 996-1010
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securi... | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 4 | Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 5 | See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 6 | Large accelerated filer x
Accelerated filer o
Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 7 | Yes o No x
859,273,757 shares of common stock issued and outstanding as of December 13, 2006
Explanatory Note
In this Form 10-Q, Apple Computer, Inc. (“Apple” or “the Company”) is restating its condensed consolidated balance sheet as of September 24, 2005, the related consolidated statements of operations for the three... | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 8 | In the Company’s Form 10-K for the year ended September 30, 2006 to be filed with the Securities and Exchange Commission (the “2006 Form 10-K”), the Company is restating its consolidated balance sheet as of September 24, 2005, and the related consolidated statements of operations, shareholders’ equity, and cash flows f... | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 9 | The Company’s 2006 Form 10-K also reflects the restatement of “Selected Consolidated Financial Data” in Item 6 for the fiscal years ended September 2005, 2004, 2003, and 2002, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 for the fiscal years ended September 24, 2... | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 10 | Previously filed annual reports on Form 10-K and quarterly reports on Form 10-Q affected by the restatements have not been amended and should not be relied on. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 11 | On June 29, 2006, the Company announced that an internal review had discovered irregularities related to the issuance of certain stock option grants made between 1997 and 2001, including a grant to its Chief Executive Officer (“CEO”) Steve Jobs. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 12 | The Company also announced that a Special Committee of outside directors (“Special Committee”) had been formed and had hired independent counsel to conduct a full investigation of the Company’s past stock option granting practices. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 13 | On October 4, 2006, the Company announced the key results of the Special Committee’s investigation, which are set forth in the Company’s Form 8-K filed on that date. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 14 | As a result of the internal review and the independent investigation, management has concluded, and the Audit and Finance Committee of the Board of Directors agrees, that incorrect measurement dates were used for financial accounting purposes for certain stock option grants made in prior periods. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 15 | Therefore, the Company has recorded additional non-cash stock-based compensation expense and related tax effects with regard to past stock option grants, and the Company is restating previously filed financial statements in this Form 10-Q and the 2006 Form 10-K. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 16 | These adjustments, after tax, amounted to $4 million, $7 million, and $10 million in fiscal years 2006, 2005 and 2004, respectively. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 17 | The adjustment to 2006 was recorded in the fourth quarter of fiscal year 2006 due to its insignificance. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 18 | The independent counsel and its forensic accountants (“Investigative Team”) reviewed the facts and circumstances surrounding stock option grants made on 259 dates. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 19 | The Investigative Team spent over 26,500 person-hours searching more than one million physical and electronic documents and interviewing more than 40 current and former directors, officers, employees, and advisors. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 20 | Based on a review of the totality of evidence and the applicable law, the Special Committee found no misconduct by current management. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 21 | The Special Committee’s investigation identified a number of grants for which grant dates were intentionally selected in order to obtain favorable exercise prices. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 22 | The terms of these and certain other grants, as discussed below, were finalized after the originally assigned grant dates. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 23 | The Special Committee concluded that the procedures for granting, accounting for, and reporting stock option grants did not include sufficient safeguards to prevent manipulation. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 24 | Although the investigation found that CEO Steve Jobs was aware or recommended the selection of some favorable grant dates, he did not receive or financially benefit from these grants or appreciate the accounting implications. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 25 | The Special Committee also found that the investigation had raised serious concerns regarding the actions of two former officers in connection with the accounting, recording and reporting of stock option grants. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 26 | Based on the evidence and findings from the Company’s internal review and the Special Committee’s independent investigation, an analysis was performed of the measurement dates for the 42,077 stock option grants made on 259 dates between October 1996 and January 2003 (the “relevant period”). | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 27 | The Company believes that the analysis was properly limited to the relevant period. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 28 | In addition to analyzing all grants made during the relevant period, the Company sampled certain grants between 1994 and 1997 and found none that required accounting adjustments. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 29 | The first grants for which stock-based compensation expense is required are dated December 29, 1997. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 30 | The Company also examined grants made after the relevant period and found none that required accounting adjustments. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 31 | Moreover, in the years after 2002, Apple made significant changes in its stock option granting practices in response to evolving legal, regulatory and accounting requirements. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 32 | Consistent with the accounting literature and recent guidance from the Securities and Exchange Commission (“SEC”), the grants during the relevant period were organized into categories based on grant type and process by which the grant was finalized. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 33 | The Company analyzed the evidence related to each category of grants including, but not limited to, electronic and physical documents, document metadata, and witness interviews. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 34 | Based on the relevant facts and circumstances, the Company applied the controlling accounting standards to determine, for every grant within each category, the proper measurement date. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 35 | If the measurement date is not the originally assigned grant date, accounting adjustments were made as required, resulting in stock-based compensation expense and related tax effects. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 36 | The 42,077 grants were classified as follows: (1) 17 grants to persons elected or appointed to the Board of Directors (“director grants”); (2) 3,892 grants to employees under the Monday/Tuesday Plan described below (“Monday/Tuesday grants”); (3) 27,096 grants made in broad-based awards to large numbers of employees, us... | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 37 | All references to the number of option shares, option exercise prices and share prices in this Explanatory Note have not been adjusted for any subsequent stock splits. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 38 | With the exception of director grants, all stock option grants were subject to ratification by the Board or Compensation Committee at a meeting or by UWC. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 39 | Following approval of the grants at a meeting or by UWC, the Company’s legal staff would prepare a Secretary’s Certificate certifying the ratification of the grants. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 40 | Based on the facts and circumstances described below, the Company has concluded that the recipients and terms of certain grants were fixed for accounting purposes before ratification pursuant to parameters previously approved by the Board or Compensation Committee through the Monday/Tuesday Plan and the focal process. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 41 | As further discussed below, within these parameters, management had the authority to determine the recipients and terms for each grant. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 42 | Thus, the Company has concluded that the measurement dates for these grants occurred when management’s process for allocating these grants was completed and the grants were ready for ratification, which was considered perfunctory. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 43 | With regard to all other grants, the Company has concluded that the grants were finalized and the measurement dates occurred when the grants were ratified. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 44 | For many grants, however, the dates of ratification cannot be established because the dates the UWCs were executed by the Board or Compensation Committee members or received by the Company are not available. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 45 | For such grants, the Company has concluded that the date of the preparation of the Secretary’s Certificate is the best alternative for determining the actual date of ratification. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 46 | As discussed below, the Company’s analysis determined that the originally assigned grant dates for 6,428 grants on 42 dates are not the proper measurement dates. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 47 | Accordingly, after accounting for forfeitures, the Company has recognized stock-based compensation expense of $105 million on a pre-tax basis over the respective awards’ vesting terms. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 48 | No adjustments were required for the remaining 35,649 grants. | 0001104659-06-084286/full-submission.txt |
0000320193 | 20061229 | 10-Q | 49 | The adjustments were determined by category as follows:
Director Grants - Seventeen director grants were made during the relevant period. | 0001104659-06-084286/full-submission.txt |
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