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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended September24,2022or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 193
2、4For the transition period from to.Commission File Number:001-36743Apple Inc.(Exact name of Registrant as specified in its charter)California94-2404110(State or other jurisdictionof incorporation or organization)(I.R.S.Employer Identification No.)One Apple Park WayCupertino,California95014(Address o
3、f principal executive offices)(Zip Code)(408)996-1010(Registrants 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 registeredCommon Stock,$0.00001 par value per shareAAPLThe Nasdaq Stock
4、Market LLC1.000%Notes due 2022The Nasdaq Stock Market LLC1.375%Notes due 2024The Nasdaq Stock Market LLC0.000%Notes due 2025The Nasdaq Stock Market LLC0.875%Notes due 2025The Nasdaq Stock Market LLC1.625%Notes due 2026The Nasdaq Stock Market LLC2.000%Notes due 2027The Nasdaq Stock Market LLC1.375%No
5、tes due 2029The Nasdaq Stock Market LLC3.050%Notes due 2029The Nasdaq Stock Market LLC0.500%Notes due 2031The Nasdaq Stock Market LLC3.600%Notes due 2042The Nasdaq Stock Market LLCSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the Registrant is a well-known s
6、easoned issuer,as defined in Rule 405 of the Securities Act.YesNoIndicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.YesNoIndicate by check mark whether the Registrant(1)has filed all reports required to be filed by Section 13 or
7、 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.YesNoIndicate by check mark whether the Registrant has submitted elect
8、ronically 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).YesNoIndicate by check mark whether the Registrant is a large
9、 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 fi
10、lerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf 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
11、 to Section 13(a)of the Exchange Act.Indicate by check mark whether the Registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered
12、 public accounting firm that prepared or issued its audit report.Indicate by check mark whether the Registrant is a shell company(as defined in Rule 12b-2 of the Act).YesNoThe aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant,as of March25,2022,the la
13、st business day of the Registrants most recently completed second fiscal quarter,was approximately$2,830,067,000,000.Solely for purposes of this disclosure,shares of common stock held by executive officers and directors of the Registrant as of such date have been excluded because such persons may be
14、 deemed to be affiliates.This determination of executive officers and directors as affiliates is not necessarily a conclusive determination for any other purposes.15,908,118,000 shares of common stock were issued and outstanding as of October14,2022.DOCUMENTS INCORPORATED BY REFERENCEPortions of the
15、 Registrants definitive proxy statement relating to its 2023 annual meeting of shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.The Registrants definitive proxy statement will be filed with the U.S.Securities and Exchange Commission within 1
16、20 days after the end of the fiscal year to which this report relates.Apple Inc.Form 10-KFor the Fiscal Year Ended September24,2022TABLE OF CONTENTSPagePart IItem 1.Business1Item 1A.Risk Factors5Item 1B.Unresolved Staff Comments17Item 2.Properties17Item 3.Legal Proceedings17Item 4.Mine Safety Disclo
17、sures17Part IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities18Item 6.Reserved19Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations20Item 7A.Quantitative and Qualitative Disclosures About Market
18、 Risk26Item 8.Financial Statements and Supplementary Data28Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure53Item 9A.Controls and Procedures53Item 9B.Other Information54Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections54Part IIIIte
19、m 10.Directors,Executive Officers and Corporate Governance54Item 11.Executive Compensation54Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters54Item 13.Certain Relationships and Related Transactions,and Director Independence54Item 14.Principal Acco
20、untant Fees and Services54Part IVItem 15.Exhibit and Financial Statement Schedules55Item 16.Form 10-K Summary57This Annual Report on Form 10-K(“Form 10-K”)contains forward-looking statements,within the meaning of the Private Securities Litigation Reform Act of 1995,that involve risks and uncertainti
21、es.Many of the forward-looking statements are located in Part I,Item 1 of this Form 10-K under the heading“Business”and Part II,Item 7 of this Form 10-K under the heading“Managements Discussion and Analysis of Financial Condition and Results of Operations.”Forward-looking statements provide current
22、expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact.For example,statements in this Form 10-K regarding the potential future impact of the COVID-19 pandemic on the Companys business and results of operati
23、ons are forward-looking statements.Forward-looking statements can also be identified by words such as“future,”“anticipates,”“believes,”“estimates,”“expects,”“intends,”“plans,”“predicts,”“will,”“would,”“could,”“can,”“may,”and similar terms.Forward-looking statements are not guarantees of future perfo
24、rmance and the Companys actual results may differ significantly from the results discussed in the forward-looking statements.Factors that might cause such differences include,but are not limited to,those discussed in Part I,Item 1A of this Form 10-K under the heading“Risk Factors.”The Company assume
25、s no obligation to revise or update any forward-looking statements for any reason,except as required by law.Unless otherwise stated,all information presented herein is based on the Companys fiscal calendar,and references to particular years,quarters,months or periods refer to the Companys fiscal yea
26、rs ended in September and the associated quarters,months and periods of those fiscal years.Each of the terms the“Company”and“Apple”as used herein refers collectively to Apple Inc.and its wholly owned subsidiaries,unless otherwise stated.PART IItem 1.BusinessCompany BackgroundThe Company designs,manu
27、factures and markets smartphones,personal computers,tablets,wearables and accessories,and sells a variety of related services.The Companys fiscal year is the 52-or 53-week period that ends on the last Saturday of September.ProductsiPhoneiPhone is the Companys line of smartphones based on its iOS ope
28、rating system.The iPhone line includes iPhone 14 Pro,iPhone 14,iPhone 13,iPhone SE,iPhone 12 and iPhone 11.MacMac is the Companys line of personal computers based on its macOS operating system.The Mac line includes laptops MacBook Air and MacBook Pro,as well as desktops iMac,Mac mini,Mac Studio and
29、Mac Pro.iPadiPad is the Companys line of multipurpose tablets based on its iPadOS operating system.The iPad line includes iPad Pro,iPad Air,iPad and iPad mini.Wearables,Home and AccessoriesWearables,Home and Accessories includes:AirPods,the Companys wireless headphones,including AirPods,AirPods Pro
30、and AirPods Max;Apple TV,the Companys media streaming and gaming device based on its tvOS operating system,including Apple TV 4K and Apple TV HD;Apple Watch,the Companys line of smartwatches based on its watchOS operating system,including Apple Watch Ultra,Apple Watch Series 8 and Apple Watch SE;and
31、Beats products,HomePod mini and accessories.Apple Inc.|2022 Form 10-K|1ServicesAdvertisingThe Companys advertising services include various third-party licensing arrangements and the Companys own advertising platforms.AppleCareThe Company offers a portfolio of fee-based service and support products
32、under the AppleCare brand.The offerings provide priority access to Apple technical support,access to the global Apple authorized service network for repair and replacement services,and in many cases additional coverage for instances of accidental damage and/or theft and loss,depending on the country
33、 and type of product.Cloud ServicesThe Companys cloud services store and keep customers content up-to-date and available across multiple Apple devices and Windows personal computers.Digital ContentThe Company operates various platforms,including the App Store,that allow customers to discover and dow
34、nload applications and digital content,such as books,music,video,games and podcasts.The Company also offers digital content through subscription-based services,including Apple Arcade,a game subscription service;Apple Fitness+SM,a personalized fitness service;Apple Music,which offers users a curated
35、listening experience with on-demand radio stations;Apple News+,a subscription news and magazine service;and Apple TV+,which offers exclusive original content and live sports.Payment ServicesThe Company offers payment services,including Apple Card,a co-branded credit card,and Apple Pay,a cashless pay
36、ment service.Markets and DistributionThe Companys customers are primarily in the consumer,small and mid-sized business,education,enterprise and government markets.The Company sells its products and resells third-party products in most of its major markets directly to consumers,small and mid-sized bu
37、sinesses,and education,enterprise and government customers through its retail and online stores and its direct sales force.The Company also employs a variety of indirect distribution channels,such as third-party cellular network carriers,wholesalers,retailers and resellers.During 2022,the Companys n
38、et sales through its direct and indirect distribution channels accounted for 38%and 62%,respectively,of total net sales.CompetitionThe markets for the Companys products and services are highly competitive,and are characterized by aggressive price competition and resulting downward pressure on gross
39、margins,frequent introduction of new products and services,short product life cycles,evolving industry standards,continual improvement in product price and performance characteristics,rapid adoption of technological advancements by competitors,and price sensitivity on the part of consumers and busin
40、esses.Many of the Companys competitors seek to compete primarily through aggressive pricing and very low cost structures,and by imitating the Companys products and infringing on its intellectual property.The Companys ability to compete successfully depends heavily on ensuring the continuing and time
41、ly introduction of innovative new products,services and technologies to the marketplace.The Company designs and develops nearly the entire solution for its products,including the hardware,operating system,numerous software applications and related services.Principal competitive factors important to
42、the Company include price,product and service features(including security features),relative price and performance,product and service quality and reliability,design innovation,a strong third-party software and accessories ecosystem,marketing and distribution capability,service and support,and corpo
43、rate reputation.Apple Inc.|2022 Form 10-K|2The Company is focused on expanding its market opportunities related to smartphones,personal computers,tablets,wearables and accessories,and services.The Company faces substantial competition in these markets from companies that have significant technical,m
44、arketing,distribution and other resources,as well as established hardware,software,and service offerings with large customer bases.In addition,some of the Companys competitors have broader product lines,lower-priced products and a larger installed base of active devices.Competition has been particul
45、arly intense as competitors have aggressively cut prices and lowered product margins.Certain competitors have the resources,experience or cost structures to provide products at little or no profit or even at a loss.The Companys services compete with business models that provide content to users for
46、free and use illegitimate means to obtain third-party digital content and applications.The Company faces significant competition as competitors imitate the Companys product features and applications within their products,or collaborate to offer integrated solutions that are more competitive than tho
47、se they currently offer.Supply of ComponentsAlthough most components essential to the Companys business are generally available from multiple sources,certain components are currently obtained from single or limited sources.The Company also competes for various components with other participants in t
48、he markets for smartphones,personal computers,tablets,wearables and accessories.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.The Company uses some c
49、ustom 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
50、 their manufacturing capacities have increased.The continued 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 Companys requirements.The Company has en
51、tered 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.Substantially all of the Companys hardware products are manufactured by outsourcing partners that are located primari
52、ly in Asia,with some Mac computers manufactured in the U.S.and Ireland.Research and DevelopmentBecause the industries in which the Company competes are characterized by rapid technological advances,the Companys ability to compete successfully depends heavily upon its ability to ensure a continual an
53、d timely flow of competitive products,services and technologies to the marketplace.The Company continues to develop new technologies to enhance existing products and services,and to expand the range of its offerings through research and development(“R&D”),licensing of intellectual property and acqui
54、sition of third-party businesses and technology.Intellectual PropertyThe Company currently holds a broad collection of intellectual property rights relating to certain aspects of its hardware devices,accessories,software and services.This includes patents,designs,copyrights,trademarks and other form
55、s of intellectual property rights in the U.S.and various foreign countries.Although the Company believes the ownership of such intellectual property rights is an important factor in differentiating its business and that its success does depend in part on such ownership,the Company relies primarily o
56、n the innovative skills,technical competence and marketing abilities of its personnel.The Company regularly files patent,design,copyright and trademark applications to protect innovations arising from its research,development,design and marketing,and is currently pursuing thousands of applications a
57、round the world.Over time,the Company has accumulated a large portfolio of issued and registered intellectual property rights around the world.No single intellectual property right is solely responsible for protecting the Companys products and services.The Company believes the duration of its intell
58、ectual property rights is adequate relative to the expected lives of its products and services.In addition to Company-owned intellectual property,many of the Companys products and services are designed to include intellectual property owned by third parties.It may be necessary in the future to seek
59、or renew licenses relating to various aspects of the Companys products,processes and services.While the Company has generally been able to obtain such licenses on commercially reasonable terms in the past,there is no guarantee that such licenses could be obtained in the future on reasonable terms or
60、 at all.Apple Inc.|2022 Form 10-K|3Business Seasonality and Product IntroductionsThe 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
61、significantly impact net sales,cost of sales and operating expenses.The timing of product introductions can also impact the Companys net sales to its indirect distribution channels as these channels are filled with new inventory following a product launch,and channel inventory of an older product of
62、ten declines as the launch of a newer product approaches.Net sales can also be affected when consumers and distributors anticipate a product introduction.Human CapitalThe Company believes it has a talented,motivated and dedicated team,and works to create an inclusive,safe and supportive environment
63、for all of its team members.As of September 24,2022,the Company had approximately 164,000 full-time equivalent employees.Workplace Practices and PoliciesThe Company is an equal opportunity employer committed to inclusion and diversity and to providing a workplace free of harassment or discrimination
64、.Compensation and BenefitsThe Company believes that compensation should be competitive and equitable,and should enable employees to share in the Companys success.The Company recognizes its people are most likely to thrive when they have the resources to meet their needs and the time and support to s
65、ucceed in their professional and personal lives.In support of this,the Company offers a wide variety of benefits for employees around the world and invests in tools and resources that are designed to support employees individual growth and development.Inclusion and DiversityThe Company remains commi
66、tted to its vision to build and sustain a more inclusive workforce that is representative of the communities it serves.The Company continues to work to increase diverse representation at every level,foster an inclusive culture,and support equitable pay and access to opportunity for all employees.Eng
67、agementThe Company believes that open and honest communication among team members,managers and leaders helps create an open,collaborative work environment where everyone can contribute,grow and succeed.Team members are encouraged to come to their managers with questions,feedback or concerns,and the
68、Company conducts surveys that gauge employee sentiment in areas like career development,manager performance and inclusivity.Health and SafetyThe Company is committed to protecting its team members everywhere it operates.The Company identifies potential workplace risks in order to develop measures to
69、 mitigate possible hazards.The Company supports employees with general safety,security and crisis management training,and by putting specific programs in place for those working in potentially high-hazard environments.Additionally,the Company works to protect the safety and security of its team memb
70、ers,visitors and customers through its global security team.The Company has also taken additional health and safety measures during the COVID-19 pandemic.Available InformationThe Companys Annual Reports on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K,and amendments to reports
71、 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 U.S.Securities and Exchange Commission(the“SEC”).Such reports and other information filed by the Company with the SEC are available free of charge at when such reports ar
72、e available on the SECs website.The Company periodically provides certain information for investors on its corporate website,and its investor relations website,.This includes press releases and other information about financial performance,information on environmental,social and governance matters,a
73、nd details related to the Companys annual meeting of shareholders.The information contained on the websites referenced in this Form 10-K is not incorporated by reference into this filing.Further,the Companys references to website URLs are intended to be inactive textual references only.Apple Inc.|20
74、22 Form 10-K|4Item 1A.Risk FactorsThe Companys business,reputation,results of operations,financial condition and stock price can be affected by a number of factors,whether currently known or unknown,including those described below.When any one or more of these risks materialize from time to time,the
75、 Companys business,reputation,results of operations,financial condition and stock price can be materially and adversely affected.Because of the following factors,as well as other factors affecting the Companys results of operations and financial condition,past financial performance should not be con
76、sidered to be a reliable indicator of future performance,and investors should not use historical trends to anticipate results or trends in future periods.This discussion of risk factors contains forward-looking statements.This section should be read in conjunction with Part II,Item 7,“Managements Di
77、scussion and Analysis of Financial Condition and Results of Operations”and the consolidated financial statements and accompanying notes in Part II,Item 8,“Financial Statements and Supplementary Data”of this Form 10-K.Macroeconomic and Industry RisksThe Companys operations and performance depend sign
78、ificantly on global and regional economic conditions and adverse economic conditions can materially adversely affect the Companys business,results of operations and financial condition.The Company has international operations with sales outside the U.S.representing a majority of the Companys total n
79、et sales.In addition,the Companys global supply chain is large and complex and a majority of the Companys supplier facilities,including manufacturing and assembly sites,are located outside the U.S.As a result,the Companys operations and performance depend significantly on global and regional economi
80、c conditions.Adverse macroeconomic conditions,including inflation,slower growth or recession,new or increased tariffs and other barriers to trade,changes to fiscal and monetary policy,tighter credit,higher interest rates,high unemployment and currency fluctuations can adversely impact consumer confi
81、dence and spending and materially adversely affect demand for the Companys products and services.In addition,consumer confidence and spending can be materially adversely affected in response to financial market volatility,negative financial news,conditions in the real estate and mortgage markets,dec
82、lines in income or asset values,energy shortages and cost increases,labor and healthcare costs and other economic factors.In addition to an adverse impact on demand for the Companys products,uncertainty about,or a decline in,global or regional economic conditions can have a significant impact on the
83、 Companys 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 Companys products;and insolvency.A downturn in the ec
84、onomic environment can also lead to increased credit and collectibility risk on the Companys trade receivables;the failure of derivative counterparties and other financial institutions;limitations on the Companys ability to issue new debt;reduced liquidity;and declines in the fair value of the Compa
85、nys financial instruments.These and other economic factors can materially adversely affect the Companys business,results of operations,financial condition and stock price.The Companys business,results of operations,financial condition and stock price have been adversely affected and could in the fut
86、ure be materially adversely affected by the COVID-19 pandemic.COVID-19 has had,and continues to have,a significant impact around the world,prompting governments and businesses to take unprecedented measures in response.Such measures have included restrictions on travel and business operations,tempor
87、ary closures of businesses,and quarantine and shelter-in-place orders.The COVID-19 pandemic has at times significantly curtailed global economic activity and caused significant volatility and disruption in global financial markets.The COVID-19 pandemic and the measures taken by many countries in res
88、ponse have adversely affected and could in the future materially adversely impact the Companys business,results of operations,financial condition and stock price.During the course of the pandemic,certain of the Companys component suppliers and manufacturing and logistical service providers have expe
89、rienced disruptions,resulting in supply shortages that affected sales worldwide,and similar disruptions could occur in the future.Public safety measures can also adversely impact consumer demand for the Companys products and services in affected areas.Apple Inc.|2022 Form 10-K|5The Company continues
90、 to monitor the situation and take appropriate actions in accordance with the recommendations and requirements of relevant authorities.The extent to which the COVID-19 pandemic may impact the Companys operational and financial performance remains uncertain and will depend on many factors outside the
91、 Companys control,including the timing,extent,trajectory and duration of the pandemic,the emergence of new variants,the development,availability,distribution and effectiveness of vaccines and treatments,the imposition of protective public safety measures,and the impact of the pandemic on the global
92、economy and demand for consumer products and services.Additional future impacts on the Company may include material adverse effects on demand for the Companys products and services,the Companys supply chain and sales and distribution channels,the Companys ability to execute its strategic plans,and t
93、he Companys profitability and cost structure.To the extent the COVID-19 pandemic adversely affects the Companys business,results of operations,financial condition and stock price,it may also have the effect of heightening many of the other risks described in this Part I,Item 1A of this Form 10-K.The
94、 Companys business can be impacted by political events,trade and other international disputes,war,terrorism,natural disasters,public health issues,industrial accidents and other business interruptions.Political events,trade and other international disputes,war,terrorism,natural disasters,public heal
95、th issues,industrial accidents and other business interruptions can 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
96、other channel partners.The Company has a large,global business with sales outside the U.S.representing a majority of the Companys total net sales,and the Company believes that it generally benefits from growth in international trade.Substantially all of the Companys manufacturing is performed in who
97、le or in part by outsourcing partners located primarily in Asia,including China mainland,India,Japan,South Korea,Taiwan and Vietnam.Trade policies and disputes and other international conflicts can result in tariffs,sanctions and other measures that restrict international trade,and can materially ad
98、versely affect the Companys business,particularly if these measures occur in regions where the Company derives a significant portion of its revenues and/or has significant supply chain operations.For example,tensions between the U.S.and China have led to a series of tariffs being imposed by the U.S.
99、on imports from China mainland,as well as other business restrictions.Tariffs increase the cost of the Companys products and the components and raw materials that go into making them.These increased costs can adversely impact the gross margin that the Company earns on its products.Tariffs can also m
100、ake the Companys products more expensive for customers,which could make the Companys products less competitive and reduce consumer demand.Countries may also adopt other measures,such as controls on imports or exports of goods,technology or data,that could adversely impact the Companys operations and
101、 supply chain and limit the Companys ability to offer its products and services as designed.These measures can require the Company to take various actions,including changing suppliers,restructuring business relationships,and ceasing to offer third-party applications on its platforms.Changing the Com
102、panys operations in accordance with new or changed trade restrictions can be expensive,time-consuming and disruptive to the Companys operations.Such restrictions can be announced with little or no advance notice and the Company may not be able to effectively mitigate all adverse impacts from such me
103、asures.If disputes and conflicts further escalate in the future,actions by governments in response could be significantly more severe and restrictive and could materially adversely affect the Companys business.Political uncertainty surrounding trade and other international disputes could also have a
104、 negative effect on consumer confidence and spending,which could adversely affect the Companys business.Many of the Companys operations and facilities,as well as critical business operations of the Companys suppliers and contract manufacturers,are in locations that are prone to earthquakes and other
105、 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,ransomware and other cybersecurity attacks,labor disputes,public health
106、issues,including pandemics such as the COVID-19 pandemic,and other events beyond the Companys control.Global climate change is resulting in certain types of natural disasters occurring more frequently or with more intense effects.Such events can make it difficult or impossible for the Company to man
107、ufacture and deliver products to its customers,create delays and inefficiencies in the Companys supply and manufacturing chain,and result in slowdowns and outages to the Companys service offerings.Following an interruption to its business,the Company can require substantial recovery time,experience
108、significant expenditures 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.Apple I
109、nc.|2022 Form 10-K|6The Companys operations are also subject to the risks of industrial accidents at its suppliers and contract manufacturers.While the Companys suppliers are required to maintain safe working environments and operations,an industrial accident could occur and could result in serious
110、injuries or loss of life,disruption to the Companys business,and harm to the Companys reputation.Major public health issues,including pandemics such as the COVID-19 pandemic,have adversely affected,and could in the future materially adversely affect,the Company due to their impact on the global econ
111、omy and demand for consumer products;the imposition of protective public safety measures,such as stringent employee travel restrictions and limitations on freight services and the movement of products between regions;and disruptions in the Companys supply chain and sales and distribution channels,re
112、sulting in interruptions of the supply of current products and delays in production ramps of new products.While the Company maintains insurance coverage for certain types of losses,such insurance coverage may be insufficient to cover all losses that may arise.Global markets for the Companys products
113、 and services are highly competitive and subject to rapid technological change,and the Company may be unable to compete effectively in these markets.The Companys products and services are offered in highly competitive global markets characterized by aggressive price competition and resulting downwar
114、d pressure on gross margins,frequent introduction of new products and services,short product life cycles,evolving industry standards,continual improvement in product price and performance characteristics,rapid adoption of technological advancements by competitors,and price sensitivity on the part of
115、 consumers and businesses.The Companys ability to compete successfully depends heavily on ensuring the continuing and timely introduction of innovative new products,services and technologies to the marketplace.The Company designs and develops nearly the entire solution for its products,including the
116、 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 these investments will achieve expected returns,and the Company may not be able to develop and market new products and services su
117、ccessfully.The Company currently holds a significant number of patents,trademarks and copyrights and has registered,and applied to register,additional patents,trademarks and copyrights.In contrast,many of the Companys competitors seek to compete primarily through aggressive pricing and very low cost
118、 structures,and by imitating the Companys products and infringing on its intellectual property.Effective intellectual property protection is not consistently available in every country in which the Company operates.If the Company is unable to continue to develop and sell innovative new products with
119、 attractive margins or if competitors infringe on the Companys intellectual property,the Companys ability to maintain a competitive advantage could be materially adversely affected.The Company has a minority market share in the global smartphone,personal computer and tablet markets.The Company faces
120、 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 Companys competitors have broader product lines,lower-priced
121、 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 have the resources,experience or cost structures to provide products at little or no profit or even at a loss.
122、Some of the markets in which the Company competes have from time to time experienced little to no growth or contracted overall.Additionally,the Company faces significant competition as competitors imitate the Companys product features and applications within their products or collaborate to offer so
123、lutions that are more competitive than those they currently offer.The Company also expects competition to intensify as competitors imitate the Companys approach to providing components seamlessly within their offerings or work collaboratively to offer integrated solutions.The Companys services also
124、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
125、obtain third-party digital content and applications.The Companys business,results of operations and financial condition depend substantially on the Companys ability to continually improve its products and services to maintain their functional and design advantages.There can be no assurance the Compa
126、ny will be able to continue to provide products and services that compete effectively.Apple Inc.|2022 Form 10-K|7Business RisksTo remain competitive and stimulate customer demand,the Company must successfully manage frequent introductions and transitions of products and services.Due to the highly vo
127、latile and competitive nature of the markets and 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 successf
128、ully 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 timely and successful development,market acceptance,the Companys ability to manage the risks associated with production ramp-up iss
129、ues,the availability of application software for the Companys 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 th
130、at new products and services may have quality or other defects or deficiencies.There can be no assurance the Company will successfully manage future introductions and transitions of products and services.The Company depends on component and product manufacturing and logistical services provided by o
131、utsourcing partners,many of which are located outside of the U.S.Substantially all of the Companys manufacturing is performed in whole or in part by outsourcing partners located primarily in Asia,including China mainland,India,Japan,South Korea,Taiwan and Vietnam,and a significant concentration of t
132、his manufacturing is currently performed by a small number of outsourcing partners,often in single locations.Changes or additions to the Companys supply chain require considerable time and resources and involve significant risks and uncertainties.The Company has also outsourced much of its transport
133、ation and logistics management.While these arrangements can lower operating costs,they also reduce the Companys direct control over production and distribution.Such diminished control has from time to time and may in the future have an adverse effect on the quality or quantity of products manufactur
134、ed or services provided,or adversely affect the Companys flexibility to respond to changing conditions.Although arrangements with these partners may contain provisions for product defect expense reimbursement,the Company generally remains responsible to the consumer for warranty and out-of-warranty
135、service in the event of product defects and experiences unanticipated product defect liabilities from time to time.While the Company relies on its partners to adhere to its supplier code of conduct,violations of the supplier code of conduct occur from time to time and can materially adversely affect
136、 the Companys business,reputation,results of operations and financial condition.The Company relies on single-source 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
137、 of the Companys hardware products.Any failure of these partners to perform can have a negative impact on the Companys cost or supply of components or finished goods.In addition,manufacturing or logistics in these locations or transit to final destinations can be disrupted for a variety of reasons,i
138、ncluding natural and man-made disasters,information technology system failures,commercial disputes,armed conflict,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
139、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
140、other disruptions in their business,such continued supply can be reduced or terminated,and the recoverability of manufacturing process equipment or prepayments can be negatively impacted.Future operating results depend upon the Companys ability to obtain components in sufficient quantities on commer
141、cially 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
142、significant commodity pricing fluctuations that can materially adversely affect the Companys business,results of operations and financial condition.For example,the global semiconductor industry is experiencing high demand and shortages of supply,which has adversely affected,and could materially adve
143、rsely affect,the Companys ability to obtain sufficient quantities of components and products on commercially reasonable terms or at all.While the Company has entered into agreements for the supply of many components,there can be no assurance the Company will be able to extend or renew these agreemen
144、ts 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 Companys ability to obtain sufficient quantities of components on commercially reasonable
145、 terms or at all.The effects of global or regional economic conditions on the Companys suppliers,described in“The Companys operations and performance depend significantly on global and regional economic conditions and adverse economic conditions can materially adversely affect the Companys business,
146、results of operations and financial condition,”above,can also affect the Companys ability to obtain components.Therefore,the Company remains subject to significant risks of supply shortages and price increases that can materially adversely affect its business,results of operations and financial cond
147、ition.Apple Inc.|2022 Form 10-K|8The Companys 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 their manufacturing capacities have increased.
148、The continued availability of these components at acceptable prices,or at all,can 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 Companys requirements.When the Companys supply of c
149、omponents for a new or existing product has been delayed or constrained,or when an outsourcing partner has delayed shipments of completed products to the Company,the Companys business,results of operations and financial condition have been adversely affected and future delays or constraints could ma
150、terially adversely affect the Companys business,results of operations and financial condition.The Companys business and financial performance could also be materially adversely affected depending on the time required to obtain sufficient quantities from the source,or to identify and obtain sufficien
151、t quantities from an alternative source.The Companys products and services may be affected from time to time by design and manufacturing defects that could materially adversely affect the Companys business and result in harm to the Companys reputation.The Company offers complex hardware and software
152、 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 can als
153、o exist in components and products the Company purchases from third parties.Component defects could make the Companys products unsafe and create a risk of environmental or property damage and personal injury.These risks may increase as the Companys products are introduced into specialized applicatio
154、ns,including health.In addition,the Companys service offerings can have quality issues and from time to time experience outages,service slowdowns or errors.As a result,the Companys services from time to time have not performed as anticipated and may not meet customer expectations.There can be no ass
155、urance 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 can result in widespread technical and performance issues affecting the Companys products and services.In addition,the Company can be exposed to product liability
156、 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 can also adversely affect the experience for users of the C
157、ompanys products and services,and result in harm to the Companys reputation,loss of competitive advantage,poor market acceptance,reduced demand for products and services,delay in new product and service introductions and lost sales.The Company is exposed to the risk of write-downs on the value of it
158、s inventory and other assets,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 cancellati
159、on 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
160、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,there can b
161、e no assurance 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 announceme
162、nts and shipments.Manufacturing purchase obligations cover the Companys forecasted component and manufacturing requirements,typically for periods up to 150 days.Because the Companys markets are volatile,competitive and subject to rapid technology and price changes,there is a risk the Company will fo
163、recast incorrectly and order or produce excess or insufficient amounts of components or products,or not fully utilize firm purchase commitments.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.The C
164、ompanys products and services are designed to include intellectual property owned by third parties,which requires licenses from those third parties.In addition,because of technological changes in the industries in which the Company currently competes or in the future may compete,current extensive pa
165、tent coverage and the rapid rate of issuance of new patents,the Companys products and services can unknowingly infringe existing patents or intellectual property rights of others.From time to time,the Company has been notified that it may be infringing certain patents or other intellectual property
166、rights of third parties.Based on experience and industry practice,the Company believes licenses to such third-party intellectual property can generally be obtained on commercially reasonable terms.However,there can be no assurance the necessary licenses can be obtained on commercially reasonable ter
167、ms or at all.Failure to obtain the right to use third-party intellectual property,or to use such intellectual property on commercially reasonable terms,can preclude the Company from selling certain products or services,or otherwise have a material adverse impact on the Companys business,results of o
168、perations and financial condition.Apple Inc.|2022 Form 10-K|9The Companys 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 applic
169、ations and services.There can be no assurance third-party developers will continue to develop and maintain software applications and services for the Companys products.If third-party software applications and services cease to be developed and maintained for the Companys products,customers may choos
170、e not to buy the Companys 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 Co
171、mpanys products compared to competitors platforms,such as Android for smartphones and tablets,Windows for personal computers and tablets,and PlayStation,Nintendo and Xbox for gaming platforms.This analysis may be based on factors such as the market position of the Company and its products,the antici
172、pated revenue that may be generated,expected future growth of product sales,and the costs of developing such applications and services.The Companys minority market share in the global smartphone,personal computer and tablet markets can make developers less inclined to develop or upgrade software for
173、 the Companys products and more inclined to devote their resources to developing and upgrading software for competitors products with larger market share.When developers focus their efforts on these competing platforms,the availability and quality of applications for the Companys devices can suffer.
174、The Company relies on the continued availability and development of compelling and innovative software applications for its products.The Companys products and operating systems are subject to rapid technological change,and when third-party developers are unable to or choose not to keep up with this
175、pace of change,their applications can fail to take advantage of these changes to deliver improved customer experiences and can operate incorrectly and can result in dissatisfied customers.The Company distributes third-party applications for its products through the App Store.For the vast majority of
176、 applications,developers keep all of the revenue they generate on the App Store.The Company only retains a commission from sales of applications and sales of digital services or goods within an application.From time to time,the Company has made changes to its App Store,including actions taken in res
177、ponse to competition,market and legal conditions.The Company may make further business changes in the future.New legislative initiatives,such as the European Union(“EU”)Digital Markets Act,could require further changes.The Company is also subject to litigation and investigations relating to the App
178、Store,which have resulted in changes to the Companys business practices,and may in the future result in further changes.These changes could include how and to what extent the Company charges developers for access to its platforms and manages distribution of apps outside of the App Store.This could r
179、educe the volume of sales,and the commission that the Company earns on those sales,would decrease.If the rate of the commission that the Company retains on such sales is reduced,or if it is otherwise narrowed in scope or eliminated,the Companys business,results of operations and financial condition
180、could be materially adversely affected.Failure to obtain or create digital content that appeals to the Companys customers,or to make such content available on commercially reasonable terms,could have a material adverse impact on the Companys business,results of operations and financial condition.The
181、 Company contracts with numerous third parties to offer their digital content to customers.This includes the right to sell,or offer subscriptions to,third-party content,as well as the right to incorporate specific content into the Companys own services.The licensing or other distribution arrangement
182、s for this content can be for relatively short time periods and do not guarantee the continuation or renewal of these arrangements on commercially reasonable terms,or at all.Some third-party content providers and distributors currently or in the future may offer competing products and services,and c
183、an take actions to make it difficult or impossible for the Company to license or otherwise distribute their content.Other content owners,providers or distributors may seek to limit the Companys access to,or increase the cost of,such content.The Company may be unable to continue to offer a wide varie
184、ty of content at commercially reasonable prices with acceptable usage rules.The Company also produces its own digital content,which can be costly to produce due to intense and increasing competition for talent,content and subscribers,and may fail to appeal to the Companys customers.The COVID-19 pand
185、emic has also caused additional restrictions on production and increased costs for digital content.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 te
186、chnology to provide these solutions.There can be no assurance the Company will be able to develop or license such solutions at a reasonable cost and in a timely manner.Apple Inc.|2022 Form 10-K|10The Companys success depends largely on the talents and efforts of its team members,the continued servic
187、e and availability of highly skilled employees,including key personnel,and the Companys ability to nurture its distinctive and inclusive culture.Much of the Companys future success depends on the talents and efforts of its team members,the continued availability and service of key personnel,includin
188、g 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 Companys key personnel are located.In addition to intense co
189、mpetition for talent,workforce dynamics are constantly evolving.If the Company does not manage changing workforce dynamics effectively,it could materially adversely affect the Companys culture,reputation and operational flexibility.The Company believes that its distinctive and inclusive culture is a
190、 significant driver of its success.If the Company is unable to nurture its culture,it could materially adversely affect the Companys ability to recruit and retain the highly skilled employees who are critical to its success,and could otherwise materially adversely affect the Companys business,reputa
191、tion,results of operations and financial condition.The Company depends on the performance of carriers,wholesalers,retailers and other resellers.The Company distributes its products and certain of its services through cellular network carriers,wholesalers,retailers and resellers,many of which distrib
192、ute products and services from competitors.The Company also sells its products and services and resells third-party products in most of its major markets directly to consumers,small and mid-sized businesses,and education,enterprise and government customers through its retail and online stores and it
193、s direct sales force.Some carriers providing cellular network service for the Companys products offer financing,installment payment plans or subsidies for users purchases of the device.There can be no assurance such offers will be continued at all or in the same amounts.The Company has invested and
194、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 can require a substantial investment while not assuring return or incremental sales.The financial
195、condition of these resellers could weaken,these resellers could stop distributing the Companys products,or uncertainty regarding demand for some or all of the Companys products could cause resellers to reduce their ordering and marketing of the Companys products.The Companys business and reputation
196、are impacted by information technology system failures and network disruptions.The Company and its global supply chain are exposed to information technology system failures or network disruptions caused by natural disasters,accidents,power disruptions,telecommunications failures,acts of terrorism or
197、 war,computer viruses,physical or electronic break-ins,ransomware or other cybersecurity incidents,or other events or disruptions.System redundancy and other continuity measures may be ineffective or inadequate,and the Companys or its vendors business continuity and disaster recovery planning may no
198、t be sufficient for all eventualities.Such failures or disruptions can adversely impact the Companys business by,among other things,preventing access to the Companys online services,interfering with customer transactions or impeding the manufacturing and shipping of the Companys products.These event
199、s could materially adversely affect the Companys business,reputation,results of operations and financial condition.Losses or unauthorized access to or releases of confidential information,including personal information,could subject the Company to significant reputational,financial,legal and operati
200、onal consequences.The Companys business requires it to use and store confidential information,including personal information,with respect to the Companys customers and employees.The Company devotes significant resources to network and data security,including through the use of encryption and other s
201、ecurity 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 Companys business,reputation,results of operations and financial
202、condition.The Companys business also requires it to share confidential information with suppliers and other third parties.The Company relies on global suppliers that are also exposed to ransomware and other malicious attacks that can disrupt business operations.Although the Company takes steps to se
203、cure confidential information that is provided to or accessible by third parties working on the Companys behalf,such measures are not always effective and losses or unauthorized access to or releases of confidential information occur.Such incidents and other malicious attacks could materially advers
204、ely affect the Companys business,reputation,results of operations and financial condition.Apple Inc.|2022 Form 10-K|11The Company experiences malicious attacks and other attempts to gain unauthorized access to its systems on a regular basis.These attacks seek to compromise the confidentiality,integr
205、ity or availability of confidential information or disrupt normal business operations,and could,among other things,impair the Companys ability to attract and retain customers for its products and services,impact the Companys stock price,materially damage commercial relationships,and expose the Compa
206、ny to litigation or government investigations,which could result in penalties,fines or judgments against the Company.Globally,attacks are expected to continue accelerating in both frequency and sophistication with increasing use by actors of tools and techniques that are designed to circumvent contr
207、ols,avoid detection,and remove or obfuscate forensic evidence,all of which hinders the Companys ability to identify,investigate and recover from incidents.In addition,attacks against the Company and its customers can escalate during periods of severe diplomatic or armed conflict.Although malicious a
208、ttacks perpetrated to gain access to confidential information,including personal information,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
209、,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,and mitigate the impact of unauthorized access,including through the use of encryption and authentication technol
210、ogies.As with all companies,these security measures may not be sufficient for all eventualities and may be vulnerable to hacking,ransomware attacks,employee error,malfeasance,system error,faulty password management or other irregularities.For example,third parties can fraudulently induce the Company
211、s or its vendors employees or customers into disclosing user names,passwords or other sensitive information,which can,in turn,be used for unauthorized access to the Companys or its vendors systems and services.To help protect customers and the Company,the Company deploys and makes available technolo
212、gies like multifactor authentication,monitors its services and systems for unusual activity and may freeze accounts under suspicious circumstances,which,among other things,can result in the delay or loss of customer orders or impede customer access to the Companys products and services.While the Com
213、pany 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.Investment in new business strategies and acquisitions could disrupt the Companys ongoing busines
214、s,present risks not originally contemplated and materially adversely affect the Companys business,reputation,results of operations and financial condition.The Company has invested,and in the future may invest,in new business strategies or acquisitions.Such endeavors may involve significant risks and
215、 uncertainties,including distraction of management from current operations,greater-than-expected liabilities and expenses,economic,political,legal and regulatory challenges associated with operating in new businesses,regions or countries,inadequate return on capital,potential impairment of tangible
216、and intangible assets,and significant write-offs.Investment and acquisition transactions are exposed to additional risks,including failing to obtain required regulatory approvals on a timely basis or at all,or the imposition of onerous conditions that could delay or prevent the Company from completi
217、ng a transaction or otherwise limit the Companys ability to fully realize the anticipated benefits of a transaction.These new ventures are inherently risky and may not be successful.The failure of any significant investment could materially adversely affect the Companys business,reputation,results o
218、f operations and financial condition.The Companys 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 Companys retail stores have required substantial investment in equipment and leaseho
219、ld improvements,information systems,inventory and personnel.The Company also has entered into substantial 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 si
220、ze,these stores require substantially more investment than the Companys more typical retail stores.Due to the high cost structure associated with the Companys retail stores,a decline in sales or the closure or poor performance of an individual store or multiple stores,including as a result of protec
221、tive public safety measures in response to the COVID-19 pandemic,could result in significant lease termination costs,write-offs of equipment and leasehold improvements and severance costs.The Companys retail operations are subject to many factors that pose risks and uncertainties and could adversely
222、 impact the Companys business,results of operations and financial condition,including macro-economic factors that could have an adverse effect on general retail activity.Other factors include the Companys ability to:manage costs associated with retail store construction and operation;manage relation
223、ships 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.Apple Inc.|2022 Form 10-K|12Legal and Regulatory Compliance RisksThe Companys business,results of operations and
224、 financial condition could be adversely impacted by unfavorable results of legal proceedings or government investigations.The Company is subject to various claims,legal proceedings and government investigations that have arisen in the ordinary course of business and have not yet been fully resolved,
225、and new matters may arise in the future.In addition,agreements entered into by the Company sometimes include indemnification provisions which can subject the Company to costs and damages in the event of a claim against an indemnified third party.The number of claims,legal proceedings and government
226、investigations involving the Company,and the alleged magnitude of such claims,proceedings and government investigations,has generally increased over time and may continue to increase.The Company has faced and continues to face a significant number of patent claims relating to its cellular-enabled pr
227、oducts,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 vi
228、gorously defending infringement actions in courts in several U.S.jurisdictions,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,defending against litigation or responding t
229、o government investigations can be expensive,time-consuming and disruptive to the Companys operations.In recognition of these considerations,the Company may enter into agreements or other arrangements to settle litigation and resolve such challenges.There can be no assurance such agreements can be o
230、btained on acceptable terms or that litigation will not occur.These agreements can also significantly increase the Companys cost of sales and operating expenses and require the Company to change its business practices and limit the Companys ability to offer certain products and services.Except as de
231、scribed in Part I,Item 3 of this Form 10-K under the heading“Legal Proceedings”and in Part II,Item 8 of this Form 10-K in the Notes to Consolidated Financial Statements in Note 10,“Commitments and Contingencies”under the heading“Contingencies,”in the opinion of management,there was not at least a re
232、asonable possibility the Company may have incurred a material loss,or a material loss greater than a recorded accrual,concerning loss contingencies for asserted legal and other claims.The outcome of litigation or government investigations is inherently uncertain.If one or more legal matters were res
233、olved against the Company or an indemnified third party in a reporting period for amounts above managements expectations,the Companys results of operations and financial condition for that reporting period could be materially adversely affected.Further,such an outcome can result in significant compe
234、nsatory,punitive or trebled monetary damages,disgorgement of revenue or profits,remedial corporate measures or injunctive relief against the Company,and can require the Company to change its business practices and limit the Companys ability to offer certain products and services,all of which could m
235、aterially adversely affect the Companys business,reputation,results of operations and financial condition.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 su
236、bject to complex and changing laws and regulations worldwide,which exposes the Company to potential liabilities,increased costs and other adverse effects on the Companys business.The Companys global operations are subject to complex and changing laws and regulations on subjects,including antitrust;p
237、rivacy,data security and data localization;consumer protection;advertising,sales,billing and e-commerce;financial services and technology;product liability;intellectual property ownership and infringement;digital platforms;internet,telecommunications,and mobile communications;media,television,film a
238、nd digital content;availability of third-party software applications and services;labor and employment;anticorruption;import,export and trade;foreign exchange controls and cash repatriation restrictions;antimoney laundering;foreign ownership and investment;tax;and environmental,health and safety,inc
239、luding electronic waste,recycling,and climate change.Apple Inc.|2022 Form 10-K|13Compliance with these laws and regulations is onerous and expensive.New and changing laws and regulations can adversely affect the Companys business by increasing the Companys costs,limiting the Companys ability to offe
240、r a product,service or feature to customers,impacting customer demand for the Companys products and services,and requiring changes to the Companys supply chain and its business.New and changing laws and regulations can also create uncertainty about how such laws and regulations will be interpreted a
241、nd applied.These risks and costs may increase as the Companys products and services are introduced into specialized applications,including health and financial services.The Company has implemented policies and procedures designed to ensure compliance with applicable laws and regulations,but there ca
242、n be no assurance the Companys employees,contractors or agents will not violate such laws and regulations or the Companys policies and procedures.If the Company is found to have violated laws and regulations,it could materially adversely affect the Companys business,reputation,results of operations
243、and financial condition.Regulatory changes and other actions that materially adversely affect the Companys business may be announced with little or no advance notice and the Company may not be able to effectively mitigate all adverse impacts from such measures.For example,the Company is subject to c
244、hanging regulations relating to the export and import of its products.Although the Company has programs,policies and procedures in place that are designed to satisfy regulatory requirements,there can be no assurance that such policies and procedures will be effective in preventing a violation or a c
245、laim of a violation.As a result,the Companys products could be delayed or prohibited from importation,either of which could materially adversely affect the Companys business,reputation,results of operations and financial condition.Expectations relating to environmental,social and governance consider
246、ations expose the Company to potential liabilities,increased costs,reputational harm,and other adverse effects on the Companys business.Many governments,regulators,investors,employees,customers and other stakeholders are increasingly focused on environmental,social and governance considerations rela
247、ting to businesses,including climate change and greenhouse gas emissions,human and civil rights,and diversity,equity and inclusion.In addition,the Company makes statements about its environmental,social and governance goals and initiatives through its environmental,social and governance report,its o
248、ther non-financial reports,information provided on its website,press statements and other communications.Responding to these environmental,social and governance considerations and implementation of these goals and initiatives involves risks and uncertainties,requires investments,and depends in part
249、on third-party performance or data that is outside the Companys control.The Company cannot guarantee that it will achieve its announced environmental,social and governance goals and initiatives.In addition,some stakeholders may disagree with the Companys goals and initiatives.Any failure,or perceive
250、d failure,by the Company to achieve its goals,further its initiatives,adhere to its public statements,comply with federal,state or international environmental,social and governance laws and regulations,or meet evolving and varied stakeholder expectations and standards could result in legal and regul
251、atory proceedings against the Company and materially adversely affect the Companys business,reputation,results of operations,financial condition and stock price.The technology industry,including,in some instances,the Company,is subject to intense media,political and regulatory scrutiny,which exposes
252、 the Company to increasing regulation,government investigations,legal actions and penalties.From time to time,the Company has made changes to its App Store,including actions taken in response to competition,market and legal conditions.The Company may make further business changes in the future.New l
253、egislative initiatives,such as the EU Digital Markets Act,or similar laws in other jurisdictions,could require further changes.These changes could include how and to what extent the Company charges developers for access to its platforms and manages distribution of apps outside of the App Store.The C
254、ompany is also currently subject to antitrust investigations in various jurisdictions around the world,which can result in legal proceedings and claims against the Company that could,individually or in the aggregate,have a materially adverse impact on the Companys business,results of operations and
255、financial condition.For example,the Company is the subject of investigations in Europe and other jurisdictions relating to App Store terms and conditions.If such investigations result in adverse findings against the Company,the Company could be exposed to significant fines and may be required to mak
256、e changes to its App Store business,all of which could materially adversely affect the Companys business,results of operations and financial condition.The Company is also subject to litigation relating to the App Store,which has resulted in changes to the Companys business practices,and may in the f
257、uture result in further changes.Further,the Company has commercial relationships with other companies in the technology industry that are or may become subject to investigations and litigation that,if resolved against those other companies,could materially adversely affect the Companys commercial re
258、lationships with those business partners and materially adversely affect the Companys business,results of operations and financial condition.For example,the Company earns revenue from licensing arrangements with other companies to offer their search services on the Companys platforms and apps,and ce
259、rtain of these arrangements are currently subject to government investigations and legal proceedings.Apple Inc.|2022 Form 10-K|14There can be no assurance the Companys business will not be materially adversely affected,individually or in the aggregate,by the outcomes of such investigations,litigatio
260、n or changes to laws and regulations in the future.Changes to the Companys business practices to comply with new laws and regulations or in connection with other legal proceedings could negatively impact the reputation of the Companys products for privacy and security and otherwise adversely affect
261、the experience for users of the Companys products and services,and result in harm to the Companys reputation,loss of competitive advantage,poor market acceptance,reduced demand for products and services,and lost sales.The Companys business is subject to a variety of U.S.and international laws,rules,
262、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 various types of personal information.In many cases,these laws apply not only to third-party transactions,but also
263、 restrict transfers of personal information among the Company and its international subsidiaries.Several jurisdictions have passed laws in this area,and additional jurisdictions are considering imposing additional restrictions or have laws that are pending.These laws continue to develop and may be i
264、nconsistent from jurisdiction to jurisdiction.Complying with emerging and changing requirements causes the Company to incur substantial costs and has required and may in the future require the Company to change its business practices.Noncompliance could result in significant penalties or legal liabi
265、lity.The Company makes statements about its use and disclosure of personal information through its privacy policy,information provided on its website,press statements and other privacy notices provided to customers.Any failure by the Company to comply with these public statements or with other feder
266、al,state or international privacy or data protection laws and regulations could result in inquiries or proceedings against the Company by governmental entities or others.In addition to reputational impacts,penalties could include ongoing audit requirements and significant legal liability.In addition
267、 to the risks generally relating to the collection,use,retention,security and transfer of personal information,the Company is also subject to specific obligations relating to information considered sensitive under applicable laws,such as health data,financial data and biometric data.Health data and
268、financial data are subject to additional privacy,security and breach notification requirements,and the Company is subject to audit by governmental authorities regarding the Companys compliance with these obligations.If the Company fails to adequately comply with these rules and requirements,or if he
269、alth data or financial data is handled in a manner not permitted by law or under the Companys agreements with healthcare or financial institutions,the Company can be subject to litigation or government investigations,and can be liable for associated investigatory expenses,and can also incur signific
270、ant fees or fines.Payment card data is also subject to additional requirements.Under payment card rules and obligations,if cardholder information is potentially compromised,the Company can be liable for associated investigatory expenses and can also incur significant fees or fines if the Company fai
271、ls 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 could materially adversely affe
272、ct the Companys business,reputation,results of operations and financial condition.Financial RisksThe Company expects its quarterly net sales and results of operations to fluctuate.The Companys profit margins vary across its products,services,geographic segments and distribution channels.For example,
273、the gross margins on the Companys products and services vary significantly and can change over time.The Companys gross margins are subject to volatility and downward pressure due to a variety of factors,including:continued industry-wide global product pricing pressures and product pricing actions th
274、at the Company may take in response to such pressures;increased competition;the Companys ability to effectively stimulate demand for certain of its products and services;compressed product life cycles;supply shortages;potential increases in the cost of components,outside manufacturing services,and d
275、eveloping,acquiring and delivering content for the Companys services;the Companys 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,including to the extent that regulatory changes require the Compa
276、ny to modify its product and service offerings;fluctuations in foreign exchange rates;inflation and other macroeconomic pressures;and the introduction of new products or services,including new products or services with higher cost structures.These and other factors could have a materially adverse im
277、pact on the Companys results of operations and financial condition.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
278、impact net sales,cost of sales and operating expenses.Further,the Company generates a significant portion 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 a
279、s lower-than-anticipated demand for the Companys products or services,issues with new product or service introductions,information technology system failures or network disruptions,or failure of one of the Companys logistics,components supply,or manufacturing partners.Apple Inc.|2022 Form 10-K|15The
280、 Companys financial performance is subject to risks associated with changes in the value of the U.S.dollar relative to local currencies.The Companys primary exposure to movements in foreign currency exchange rates relates to nonU.S.dollardenominated sales,cost of sales and operating expenses worldwi
281、de.Gross margins on the Companys 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.The weakening of foreign currencies relative to the U.S.dollar adversely affect
282、s the U.S.dollar value of the Companys foreign currencydenominated sales and earnings,and generally leads the Company to raise international pricing,potentially reducing demand for the Companys products.In some circumstances,for competitive or other reasons,the Company may decide not to raise intern
283、ational pricing to offset the U.S.dollars strengthening,which would adversely affect the U.S.dollar value of the gross margins the Company earns on foreign currencydenominated sales.Conversely,a strengthening of foreign currencies relative to the U.S.dollar,while generally beneficial to the Companys
284、 foreign currencydenominated 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 Companys cost of product components d
285、enominated 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
286、 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 Companys investments can be negati
287、vely affected by changes in 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 Companys cash,cash equivalents,and marketable and non-marketable securities
288、 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 Companys
289、 results of operations and financial condition.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
290、 its products and certain of its services through third-party cellular network carriers,wholesalers,retailers and resellers.The Company also sells its products and services directly to small and mid-sized businesses and education,enterprise and government customers.A substantial majority of the Comp
291、anys outstanding trade receivables are not covered by collateral,third-party bank support or financing arrangements,or credit insurance,and a significant portion of the Companys trade receivables can be concentrated within cellular network carriers or other resellers.The Companys exposure to credit
292、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 manufact
293、ure subassemblies 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 September24,2022,the Companys vendor non-trade receivables and prepayments related to long-term supply
294、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 effectivel
295、y limit its credit risk and avoid losses.The Company is subject to changes in tax rates,the adoption of new U.S.or international tax legislation and exposure to additional tax liabilities.The Company is subject to taxes in the U.S.and numerous foreign jurisdictions,including Ireland,where a number o
296、f the Companys subsidiaries are organized.Due to economic and political conditions,tax laws and tax rates for income taxes and other non-income taxes in various jurisdictions may be subject to significant change.The Companys effective tax rates are affected by changes in the mix of earnings in count
297、ries with differing statutory tax rates,changes in the valuation of deferred tax assets and liabilities,the introduction of new taxes,or changes in tax laws or their interpretation,including in the U.S.and Ireland.The application of tax laws may be uncertain,require significant judgment and be subje
298、ct to differing interpretations.Apple Inc.|2022 Form 10-K|16The 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 outcom
299、e 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 Companys effective tax rates were to increase,particularly in the U.S.or Ireland,or if the ultimate determination of the Companys taxes ow
300、ed is for an amount in excess of amounts previously accrued,the Companys business,results of operations and financial condition could be materially adversely affected.General RisksThe price of the Companys stock is subject to volatility.The Companys stock has experienced substantial price volatility
301、 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,from time to time,experienced extreme stock price and volume fluctuations that have affected stock prices in ways that may have been unrelated to these companies
302、 operating performance.Price volatility may cause the average price at which the Company repurchases its stock in a given period to exceed the stocks price at a given point in time.The Company believes the price of its stock should reflect expectations of future growth and profitability.The Company
303、also believes the price of its stock 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 Companys Board of Directors,and the Companys shar
304、e 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,the price of the Companys stock may decline significantly,which could have a ma
305、terial adverse impact on investor confidence and employee retention.Item 1B.Unresolved Staff CommentsNone.Item 2.PropertiesThe Companys headquarters are located in Cupertino,California.As of September24,2022,the Company owned or leased facilities and land for corporate functions,R&D,data centers,ret
306、ail and other purposes at locations throughout the U.S.and in various places outside the U.S.The Company believes its existing facilities and equipment,which are used by all reportable segments,are in good operating condition and are suitable for the conduct of its business.Item 3.Legal ProceedingsE
307、pic GamesEpic 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 Californias unfair competition law based upon the Companys operati
308、on of its App Store.The Company filed a counterclaim for breach of contract.On September 10,2021,the Northern California District Court ruled in favor of the Company with respect to nine out of the ten counts included in Epics claim,and in favor of the Company with respect to the Companys claims for
309、 breach of contract.The Northern California District Court found that certain provisions of the Companys App Store Review Guidelines violate Californias unfair competition law and issued an injunction.Epic appealed the decision.The Company filed a cross-appeal and has been granted a stay pending the
310、 appeal.Other Legal ProceedingsThe Company is subject to other legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business.The Company settled certain matters during the fourth quarter of 2022 that did not individually or in the aggregate ha
311、ve a material impact on the Companys financial condition or operating results.The outcome of litigation is inherently uncertain.If one or more legal matters were resolved against the Company in a reporting period for amounts above managements expectations,the Companys financial condition and operati
312、ng results for that reporting period could be materially adversely affected.Item 4.Mine Safety DisclosuresNot applicable.Apple Inc.|2022 Form 10-K|17PART IIItem 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity SecuritiesThe Companys common stock is tr
313、aded on The Nasdaq Stock Market LLC under the symbol AAPL.HoldersAs of October14,2022,there were 23,838 shareholders of record.Purchases of Equity Securities by the Issuer and Affiliated PurchasersShare repurchase activity during the three months ended September24,2022 was as follows(in millions,exc
314、ept number of shares,which are reflected in thousands,and per share amounts):PeriodsTotal Numberof Shares PurchasedAverage PricePaid Per ShareTotal Number of SharesPurchased as Part of PubliclyAnnounced Plans or ProgramsApproximate Dollar Value ofShares That May Yet Be PurchasedUnder the Plans or Pr
315、ograms(1)June 26,2022 to July 30,2022:Open market and privately negotiated purchases 41,690$145.91 41,690 July 31,2022 to August 27,2022:Open market and privately negotiated purchases 54,669$168.29 54,669 August 28,2022 to September 24,2022:Open market and privately negotiated purchases 63,813$155.5
316、9 63,813 Total 160,172$60,665(1)As of September24,2022,the Company was authorized by the Board of Directors to purchase up to$405 billion of the Companys common stock under a share repurchase program most recently announced on April 28,2022(the“Program”),of which$344.3 billion had been utilized.The
317、Program does not obligate the Company to acquire a minimum amount of shares.Under the Program,shares may be repurchased in privately negotiated and/or open market transactions,including under plans complying with Rule 10b5-1 under the Exchange Act.Apple Inc.|2022 Form 10-K|18Company Stock Performanc
318、eThe following graph shows a comparison of cumulative total shareholder return,calculated on a dividend-reinvested basis,for the Company,the S&P 500 Index,the S&P Information Technology Index and the Dow Jones U.S.Technology Supersector Index for the five years ended September24,2022.The graph assum
319、es$100 was invested in each of the Companys common stock,the S&P 500 Index,the S&P Information Technology Index and the Dow Jones U.S.Technology Supersector Index as of the market close on September 29,2017.Past stock price performance is not necessarily indicative of future stock price performance.
320、COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN*Among Apple Inc.,the S&P 500 Index,the S&P Information Technology Index and the Dow Jones U.S.Technology Supersector IndexApple Inc.S&P 500 IndexS&P Information Technology IndexDow Jones U.S.Technology Supersector Index9/29/179/29/189/28/199/26/209/25/219
321、/24/22$0$100$200$300$400$500*$100 invested on September29,2017 in stock or index,including reinvestment of dividends.Data points are the last day of each fiscal year for the Companys common stock and September 30th for indexes.Copyright 2022 Standard&Poors,a division of S&P Global.All rights reserve
322、d.Copyright 2022 S&P Dow Jones Indices LLC,a division of S&P Global.All rights reserved.September 2017September 2018September 2019September 2020September 2021September 2022Apple Inc.$100$149$146$303$400$411 S&P 500 Index$100$118$123$142$184$156 S&P Information Technology Index$100$131$143$210$271$21
323、7 Dow Jones U.S.Technology Supersector Index$100$131$139$208$283$209 Item 6.ReservedApple Inc.|2022 Form 10-K|19Item 7.Managements Discussion and Analysis of Financial Condition and Results of OperationsThe following discussion should be read in conjunction with the consolidated financial statements
324、 and accompanying notes included in Part II,Item 8 of this Form 10-K.This section of this Form 10-K generally discusses 2022 and 2021 items and year-to-year comparisons between 2022 and 2021.Discussions of 2020 items and year-to-year comparisons between 2021 and 2020 are not included in this Form 10
325、-K,and can be found in“Managements Discussion and Analysis of Financial Condition and Results of Operations”in Part II,Item 7 of the Companys Annual Report on Form 10-K for the fiscal year ended September25,2021.Fiscal Year HighlightsFiscal 2022 HighlightsTotal net sales increased 8%or$28.5 billion
326、during 2022 compared to 2021,driven primarily by higher net sales of iPhone,Services and Mac.The weakness in foreign currencies relative to the U.S.dollar had an unfavorable year-over-year impact on all Products and Services net sales during 2022.The Company announces new product,service and softwar
327、e offerings at various times during the year.Significant announcements during fiscal 2022 included the following:First Quarter 2022:Updated MacBook Pro 14”and MacBook Pro 16”,powered by the Apple M1 Pro or M1 Max chip;andThird generation of AirPods.Second Quarter 2022:Updated iPhone SE with 5G techn
328、ology;All-new Mac Studio,powered by the Apple M1 Max or M1 Ultra chip;All-new Studio Display;andUpdated iPad Air with 5G technology,powered by the Apple M1 chip.Third Quarter 2022:Updated MacBook Air and MacBook Pro 13”,both powered by the Apple M2 chip;iOS 16,macOS Ventura,iPadOS 16 and watchOS 9,u
329、pdates to the Companys operating systems;andApple Pay Later,a buy now,pay later service.Fourth Quarter 2022:iPhone 14,iPhone 14 Plus,iPhone 14 Pro and iPhone 14 Pro Max;Second generation of AirPods Pro;andApple Watch Series 8,updated Apple Watch SE and all-new Apple Watch Ultra.In April 2022,the Com
330、pany announced an increase to its Program authorization from$315 billion to$405billion and raised its quarterly dividend from$0.22 to$0.23 per share beginning in May 2022.During 2022,the Company repurchased$90.2 billion of its common stock and paid dividends and dividend equivalents of$14.8 billion.
331、COVID-19The COVID-19 pandemic has had,and continues to have,a significant impact around the world,prompting governments and businesses to take unprecedented measures,such as restrictions on travel and business operations,temporary closures of businesses,and quarantine and shelter-in-place orders.The
332、 COVID-19 pandemic has at times significantly curtailed global economic activity and caused significant volatility and disruption in global financial markets.The COVID-19 pandemic and the measures taken by many countries in response have affected and could in the future materially impact the Company
333、s business,results of operations and financial condition.Certain of the Companys outsourcing partners,component suppliers and logistical service providers have experienced disruptions during the COVID-19 pandemic,resulting in supply shortages.Similar disruptions could occur in the future.Apple Inc.|2022 Form 10-K|20Products and Services PerformanceThe following table shows net sales by category f