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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-Q(Mark One)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended December31,2022or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT
2、 OF 1934For 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(Ad
3、dress of 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
4、 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%Notes due 2029The Nasdaq Stock Market LLC3
5、.050%Notes due 2029The Nasdaq Stock Market LLC0.500%Notes due 2031The Nasdaq Stock Market LLC3.600%Notes due 2042The Nasdaq Stock Market LLCIndicate by check mark whether the Registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during t
6、he 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 electronically every Interactive Data File required to be
7、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 accelerated filer,an accelerated filer,a non-acceler
8、ated 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 filerAccelerated filerNon-accelerated filerSmaller repo
9、rting 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 to Section 13(a)of the Exchange Act.Indicate by chec
10、k mark whether the Registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).YesNo15,821,946,000 shares of common stock were issued and outstanding as of January20,2023.Apple Inc.Form 10-QFor the Fiscal Quarter Ended December31,2022 TABLE OF CONTENTSPagePart IItem 1.Financial State
11、ments1Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations15Item 3.Quantitative and Qualitative Disclosures About Market Risk20Item 4.Controls and Procedures20Part IIItem 1.Legal Proceedings21Item 1A.Risk Factors21Item 2.Unregistered Sales of Equity Securities
12、and Use of Proceeds21Item 3.Defaults Upon Senior Securities21Item 4.Mine Safety Disclosures22Item 5.Other Information22Item 6.Exhibits22PART I FINANCIAL INFORMATIONItem 1.Financial StatementsApple Inc.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)(In millions,except number of shares whic
13、h are reflected in thousands and per share amounts)Three Months EndedDecember 31,2022December 25,2021Net sales:Products$96,388$104,429 Services 20,766 19,516 Total net sales 117,154 123,945 Cost of sales:Products 60,765 64,309 Services 6,057 5,393 Total cost of sales 66,822 69,702 Gross margin 50,33
14、2 54,243 Operating expenses:Research and development 7,709 6,306 Selling,general and administrative 6,607 6,449 Total operating expenses 14,316 12,755 Operating income 36,016 41,488 Other income/(expense),net(393)(247)Income before provision for income taxes 35,623 41,241 Provision for income taxes
15、5,625 6,611 Net income$29,998$34,630 Earnings per share:Basic$1.89$2.11 Diluted$1.88$2.10 Shares used in computing earnings per share:Basic 15,892,723 16,391,724 Diluted 15,955,718 16,519,291 See accompanying Notes to Condensed Consolidated Financial Statements.Apple Inc.|Q1 2023 Form 10-Q|1Apple In
16、c.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(Unaudited)(In millions)Three Months EndedDecember 31,2022December 25,2021Net income$29,998$34,630 Other comprehensive income/(loss):Change in foreign currency translation,net of tax(14)(360)Change in unrealized gains/losses on derivative in
17、struments,net of tax:Change in fair value of derivative instruments(988)362 Adjustment for net(gains)/losses realized and included in net income(1,766)93 Total change in unrealized gains/losses on derivative instruments(2,754)455 Change in unrealized gains/losses on marketable debt securities,net of
18、 tax:Change in fair value of marketable debt securities 900 (1,176)Adjustment for net(gains)/losses realized and included in net income 65 (9)Total change in unrealized gains/losses on marketable debt securities 965 (1,185)Total other comprehensive income/(loss)(1,803)(1,090)Total comprehensive inco
19、me$28,195$33,540 See accompanying Notes to Condensed Consolidated Financial Statements.Apple Inc.|Q1 2023 Form 10-Q|2Apple Inc.CONDENSED CONSOLIDATED BALANCE SHEETS(Unaudited)(In millions,except number of shares which are reflected in thousands and par value)December 31,2022September 24,2022ASSETS:C
20、urrent assets:Cash and cash equivalents$20,535$23,646 Marketable securities 30,820 24,658 Accounts receivable,net 23,752 28,184 Inventories 6,820 4,946 Vendor non-trade receivables 30,428 32,748 Other current assets 16,422 21,223 Total current assets 128,777 135,405 Non-current assets:Marketable sec
21、urities 114,095 120,805 Property,plant and equipment,net 42,951 42,117 Other non-current assets 60,924 54,428 Total non-current assets 217,970 217,350 Total assets$346,747$352,755 LIABILITIES AND SHAREHOLDERS EQUITY:Current liabilities:Accounts payable$57,918$64,115 Other current liabilities 59,893
22、60,845 Deferred revenue 7,992 7,912 Commercial paper 1,743 9,982 Term debt 9,740 11,128 Total current liabilities 137,286 153,982 Non-current liabilities:Term debt 99,627 98,959 Other non-current liabilities 53,107 49,142 Total non-current liabilities 152,734 148,101 Total liabilities 290,020 302,08
23、3 Commitments and contingenciesShareholders equity:Common stock and additional paid-in capital,$0.00001 par value:50,400,000 shares authorized;15,842,407 and 15,943,425 shares issued and outstanding,respectively 66,399 64,849 Retained earnings/(Accumulated deficit)3,240 (3,068)Accumulated other comp
24、rehensive income/(loss)(12,912)(11,109)Total shareholders equity 56,727 50,672 Total liabilities and shareholders equity$346,747$352,755 See accompanying Notes to Condensed Consolidated Financial Statements.Apple Inc.|Q1 2023 Form 10-Q|3Apple Inc.CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQU
25、ITY(Unaudited)(In millions,except per share amounts)Three Months EndedDecember 31,2022December 25,2021Total shareholders equity,beginning balances$50,672$63,090 Common stock and additional paid-in capital:Beginning balances 64,849 57,365 Common stock withheld related to net share settlement of equit
26、y awards(1,434)(1,263)Share-based compensation 2,984 2,322 Ending balances 66,399 58,424 Retained earnings/(Accumulated deficit):Beginning balances(3,068)5,562 Net income 29,998 34,630 Dividends and dividend equivalents declared(3,712)(3,665)Common stock withheld related to net share settlement of e
27、quity awards(978)(1,730)Common stock repurchased(19,000)(20,362)Ending balances 3,240 14,435 Accumulated other comprehensive income/(loss):Beginning balances(11,109)163 Other comprehensive income/(loss)(1,803)(1,090)Ending balances(12,912)(927)Total shareholders equity,ending balances$56,727$71,932
28、Dividends and dividend equivalents declared per share or RSU$0.23$0.22 See accompanying Notes to Condensed Consolidated Financial Statements.Apple Inc.|Q1 2023 Form 10-Q|4Apple Inc.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)(In millions)Three Months EndedDecember 31,2022December 25,20
29、21Cash,cash equivalents and restricted cash,beginning balances$24,977$35,929 Operating activities:Net income 29,998 34,630 Adjustments to reconcile net income to cash generated by operating activities:Depreciation and amortization 2,916 2,697 Share-based compensation expense 2,905 2,265 Other(317)84
30、9 Changes in operating assets and liabilities:Accounts receivable,net 4,275 (3,934)Inventories(1,807)681 Vendor non-trade receivables 2,320 (9,812)Other current and non-current assets(4,099)(4,921)Accounts payable(6,075)19,813 Deferred revenue 131 462 Other current and non-current liabilities 3,758
31、4,236 Cash generated by operating activities 34,005 46,966 Investing activities:Purchases of marketable securities(5,153)(34,913)Proceeds from maturities of marketable securities 7,127 11,309 Proceeds from sales of marketable securities 509 10,675 Payments for acquisition of property,plant and equip
32、ment(3,787)(2,803)Other(141)(374)Cash used in investing activities(1,445)(16,106)Financing activities:Payments for taxes related to net share settlement of equity awards(2,316)(2,888)Payments for dividends and dividend equivalents(3,768)(3,732)Repurchases of common stock(19,475)(20,478)Repayments of
33、 term debt(1,401)Repayments of commercial paper,net(8,214)(1,000)Other(389)(61)Cash used in financing activities(35,563)(28,159)Increase/(Decrease)in cash,cash equivalents and restricted cash(3,003)2,701 Cash,cash equivalents and restricted cash,ending balances$21,974$38,630 Supplemental cash flow d
34、isclosure:Cash paid for income taxes,net$828$5,235 Cash paid for interest$703$531 See accompanying Notes to Condensed Consolidated Financial Statements.Apple Inc.|Q1 2023 Form 10-Q|5Apple Inc.Notes to Condensed Consolidated Financial Statements(Unaudited)Note 1 Summary of Significant Accounting Poli
35、ciesBasis of Presentation and PreparationThe condensed consolidated financial statements include the accounts of Apple Inc.and its wholly owned subsidiaries(collectively“Apple”or the“Company”).Intercompany accounts and transactions have been eliminated.In the opinion of the Companys management,the c
36、ondensed consolidated financial statements reflect all adjustments,which are normal and recurring in nature,necessary for fair financial statement presentation.The preparation of these condensed consolidated financial statements and accompanying notes in conformity with U.S.generally accepted accoun
37、ting principles requires management to make estimates and assumptions that affect the amounts reported.Actual results could differ materially from those estimates.Certain prior period amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform
38、to the current periods presentation.These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Companys annual consolidated financial statements and accompanying notes included in its Annual Report on Form 10-K for the fiscal year ended September2
39、4,2022.The Companys fiscal year is the 52-or 53-week period that ends on the last Saturday of September.An additional week is included in the first fiscal quarter every five or six years to realign the Companys fiscal quarters with calendar quarters,which occurred in the first fiscal quarter of 2023
40、.The Companys fiscal years 2023 and 2022 span 53 and 52 weeks,respectively.Unless otherwise stated,references to particular years,quarters,months and periods refer to the Companys fiscal years ended in September and the associated quarters,months and periods of those fiscal years.Earnings Per ShareT
41、he following table shows the computation of basic and diluted earnings per share for the three months ended December 31,2022 and December 25,2021(net income in millions and shares in thousands):Three Months EndedDecember 31,2022December 25,2021Numerator:Net income$29,998$34,630 Denominator:Weighted-
42、average basic shares outstanding 15,892,723 16,391,724 Effect of dilutive securities 62,995 127,567 Weighted-average diluted shares 15,955,718 16,519,291 Basic earnings per share$1.89$2.11 Diluted earnings per share$1.88$2.10 Approximately 89 million restricted stock units(“RSUs”)were excluded from
43、the computation of diluted earnings per share for the three months ended December31,2022 because their effect would have been antidilutive.Apple Inc.|Q1 2023 Form 10-Q|6Note 2 RevenueNet sales disaggregated by significant products and services for the three months ended December 31,2022 and December
44、25,2021 were as follows(in millions):Three Months EndedDecember 31,2022December 25,2021iPhone(1)$65,775$71,628 Mac(1)7,735 10,852 iPad(1)9,396 7,248 Wearables,Home and Accessories(1)(2)13,482 14,701 Services(3)20,766 19,516 Total net sales(4)$117,154$123,945(1)Products net sales include amortization
45、 of the deferred value of unspecified software upgrade rights,which are bundled in the sales price of the respective product.(2)Wearables,Home and Accessories net sales include sales of AirPods,Apple TV,Apple Watch,Beats products,HomePod mini and accessories.(3)Services net sales include sales from
46、the Companys advertising,AppleCare,cloud,digital content,payment and other services.Services net sales also include amortization of the deferred value of services bundled in the sales price of certain products.(4)Includes$3.4 billion of revenue recognized in the three months ended December31,2022 th
47、at was included in deferred revenue as of September24,2022 and$3.0 billion of revenue recognized in the three months ended December25,2021 that was included in deferred revenue as of September25,2021.The Companys proportion of net sales by disaggregated revenue source was generally consistent for ea
48、ch reportable segment in Note 9,“Segment Information and Geographic Data”for the three months ended December 31,2022 and December25,2021,except in Greater China,where iPhone revenue represented a moderately higher proportion of net sales.As of December31,2022 and September24,2022,the Company had tot
49、al deferred revenue of$12.6 billion and$12.4billion,respectively.As of December31,2022,the Company expects 63%of total deferred revenue to be realized in less than a year,27%within one-to-two years,8%within two-to-three years and 2%in greater than three years.Apple Inc.|Q1 2023 Form 10-Q|7Note 3 Fin
50、ancial InstrumentsCash,Cash Equivalents and Marketable SecuritiesThe following tables show the Companys cash,cash equivalents and marketable securities by significant investment category as of December31,2022 and September24,2022(in millions):December 31,2022AdjustedCostUnrealizedGainsUnrealizedLoss
51、esFairValueCash andCashEquivalentsCurrentMarketableSecuritiesNon-CurrentMarketableSecuritiesCash$17,908$17,908$17,908$Level 1(1):Money market funds 818 818 818 Mutual funds 330 2 (40)292 292 Subtotal 1,148 2 (40)1,110 818 292 Level 2(2):U.S.Treasury securities 24,128 1 (1,576)22,553 13 9,105 13,435
52、U.S.agency securities 5,743 (643)5,100 310 4,790 Non-U.S.government securities 17,778 14 (1,029)16,763 9,907 6,856 Certificates of deposit and time deposits 2,025 2,025 1,795 230 Commercial paper 237 237 237 Corporate debt securities 85,895 14 (7,039)78,870 1 10,377 68,492 Municipal securities 864 (
53、26)838 278 560 Mortgage-and asset-backed securities 22,448 3 (2,405)20,046 84 19,962 Subtotal 159,118 32 (12,718)146,432 1,809 30,528 114,095 Total(3)$178,174$34$(12,758)$165,450$20,535$30,820$114,095 September 24,2022AdjustedCostUnrealizedGainsUnrealizedLossesFairValueCash andCashEquivalentsCurrent
54、MarketableSecuritiesNon-CurrentMarketableSecuritiesCash$18,546$18,546$18,546$Level 1(1):Money market funds 2,929 2,929 2,929 Mutual funds 274 (47)227 227 Subtotal 3,203 (47)3,156 2,929 227 Level 2(2):U.S.Treasury securities 25,134 (1,725)23,409 338 5,091 17,980 U.S.agency securities 5,823 (655)5,168
55、 240 4,928 Non-U.S.government securities 16,948 2 (1,201)15,749 8,806 6,943 Certificates of deposit and time deposits 2,067 2,067 1,805 262 Commercial paper 718 718 28 690 Corporate debt securities 87,148 9 (7,707)79,450 9,023 70,427 Municipal securities 921 (35)886 266 620 Mortgage-and asset-backed
56、 securities 22,553 (2,593)19,960 53 19,907 Subtotal 161,312 11 (13,916)147,407 2,171 24,431 120,805 Total(3)$183,061$11$(13,963)$169,109$23,646$24,658$120,805(1)Level 1 fair value estimates are based on quoted prices in active markets for identical assets or liabilities.(2)Level 2 fair value estimat
57、es are based on observable inputs other than quoted prices in active markets for identical assets and liabilities,quoted prices for identical or similar assets or liabilities in inactive markets,or other inputs that are observable or can be corroborated by observable market data for substantially th
58、e full term of the assets or liabilities.(3)As of December31,2022 and September24,2022,total marketable securities included$13.6billion and$12.7 billion,respectively,that were restricted from general use,related to the European Commission decision finding that Ireland granted state aid to the Compan
59、y,and other agreements.Apple Inc.|Q1 2023 Form 10-Q|8The following table shows the fair value of the Companys non-current marketable debt securities,by contractual maturity,as of December31,2022(in millions):Due after 1 year through 5 years$82,497 Due after 5 years through 10 years 14,243 Due after
60、10 years 17,355 Total fair value$114,095 Derivative Instruments and HedgingThe Company may use derivative instruments to partially offset its business exposure to foreign exchange and interest rate risk.However,the Company may choose not to hedge certain exposures for a variety of reasons,including
61、accounting considerations or the prohibitive economic cost of hedging particular exposures.There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign exchange or interest rates.Foreign Exchange RiskTo protect gross margins from fl
62、uctuations in foreign currency exchange rates,the Company may enter into forward contracts,option contracts or other instruments,and may designate these instruments as cash flow hedges.The Company generally hedges portions of its forecasted foreign currency exposure associated with revenue and inven
63、tory purchases,typically for up to 12 months.To protect the Companys foreign currencydenominated term debt or marketable securities from fluctuations in foreign currency exchange rates,the Company may enter into forward contracts,cross-currency swaps or other instruments.The Company designates these
64、 instruments as either cash flow or fair value hedges.As of December31,2022,the maximum length of time over which the Company is hedging its exposure to the variability in future cash flows for term debtrelated foreign currency transactions is 20 years.The Company may also enter into derivative inst
65、ruments that are not designated as accounting hedges to protect gross margins from certain fluctuations in foreign currency exchange rates,as well as to offset a portion of the foreign currency exchange gains and losses generated by the remeasurement of certain assets and liabilities denominated in
66、non-functional currencies.Interest Rate RiskTo protect the Companys term debt or marketable securities from fluctuations in interest rates,the Company may enter into interest rate swaps,options or other instruments.The Company designates these instruments as either cash flow or fair value hedges.The
67、 notional amounts of the Companys outstanding derivative instruments as of December31,2022 and September24,2022 were as follows(in millions):December 31,2022September 24,2022Derivative instruments designated as accounting hedges:Foreign exchange contracts$66,054$102,670 Interest rate contracts$20,12
68、5$20,125 Derivative instruments not designated as accounting hedges:Foreign exchange contracts$134,971$185,381 Apple Inc.|Q1 2023 Form 10-Q|9The gross fair values of the Companys derivative assets and liabilities as of September24,2022 were as follows(in millions):September 24,2022Fair Value ofDeriv
69、atives Designatedas Accounting HedgesFair Value ofDerivatives Not Designatedas Accounting HedgesTotalFair ValueDerivative assets(1):Foreign exchange contracts$4,317$2,819$7,136 Derivative liabilities(2):Foreign exchange contracts$2,205$2,547$4,752 Interest rate contracts$1,367$1,367(1)Derivative ass
70、ets are measured using Level 2 fair value inputs and are included in other current assets and other non-current assets in the Condensed Consolidated Balance Sheet.(2)Derivative liabilities are measured using Level 2 fair value inputs and are included in other current liabilities and other non-curren
71、t liabilities in the Condensed Consolidated Balance Sheet.The derivative assets above represent the Companys gross credit exposure if all counterparties failed to perform.To mitigate credit risk,the Company generally enters into collateral security arrangements that provide for collateral to be rece
72、ived or posted when the net fair values of certain derivatives fluctuate from contractually established thresholds.To further limit credit risk,the Company generally enters into master netting arrangements with the respective counterparties to the Companys derivative contracts,under which the Compan
73、y is allowed to settle transactions with a single net amount payable by one party to the other.As of September24,2022,the potential effects of these rights of set-off associated with the Companys derivative contracts,including the effects of collateral,would be a reduction to both derivative assets
74、and derivative liabilities of$7.8 billion,resulting in a net derivative asset of$412 million.The carrying amounts of the Companys hedged items in fair value hedges as of December31,2022 and September24,2022 were as follows(in millions):December 31,2022September 24,2022Hedged assets/(liabilities):Cur
75、rent and non-current marketable securities$14,311$13,378 Current and non-current term debt$(18,731)$(18,739)Accounts ReceivableTrade ReceivablesThe Company has considerable trade receivables outstanding with its third-party cellular network carriers,wholesalers,retailers,resellers,small and mid-size
76、d businesses and education,enterprise and government customers.The Company generally does not require collateral from its customers;however,the Company will require collateral or third-party credit support in certain instances to limit credit risk.In addition,when possible,the Company attempts to li
77、mit credit risk on trade receivables with credit insurance for certain customers or by requiring third-party financing,loans or leases to support credit exposure.These credit-financing arrangements are directly between the third-party financing company and the end customer.As such,the Company genera
78、lly does not assume any recourse or credit risk sharing related to any of these arrangements.As of both December31,2022 and September24,2022,the Company had one customer that represented 10%or more of total trade receivables,which accounted for 11%and 10%,respectively.The Companys cellular network c
79、arriers accounted for 43%and 44%of total trade receivables as of December31,2022 and September24,2022,respectively.Vendor Non-Trade ReceivablesThe Company has non-trade receivables from certain of its manufacturing vendors resulting from the sale of components to these vendors who manufacture subass
80、emblies or assemble final products for the Company.The Company purchases these components directly from suppliers.As of December31,2022,the Company had two vendors that individually represented 10%or more of total vendor non-trade receivables,which accounted for 54%and 16%.As of September24,2022,the
81、 Company had two vendors that individually represented 10%or more of total vendor non-trade receivables,which accounted for 54%and 13%.Apple Inc.|Q1 2023 Form 10-Q|10Note 4 Condensed Consolidated Financial Statement DetailsThe following tables show the Companys condensed consolidated financial state
82、ment details as of December31,2022 and September24,2022(in millions):InventoriesDecember 31,2022September 24,2022Components$2,513$1,637 Finished goods 4,307 3,309 Total inventories$6,820$4,946 Property,Plant and Equipment,NetDecember 31,2022September 24,2022Gross property,plant and equipment$110,995
83、$114,457 Accumulated depreciation and amortization(68,044)(72,340)Total property,plant and equipment,net$42,951$42,117 Other Income/(Expense),NetThe following table shows the detail of other income/(expense),net for the three months ended December 31,2022 and December25,2021(in millions):Three Month
84、s EndedDecember 31,2022December 25,2021Interest and dividend income$868$650 Interest expense(1,003)(694)Other expense,net(258)(203)Total other income/(expense),net$(393)$(247)Note 5 DebtCommercial PaperThe Company issues unsecured short-term promissory notes(“Commercial Paper”)pursuant to a commerci
85、al paper program.The Company uses net proceeds from the commercial paper program for general corporate purposes,including dividends and share repurchases.As of December31,2022 and September24,2022,the Company had$1.7 billion and$10.0 billion of Commercial Paper outstanding,respectively.The following
86、 table provides a summary of cash flows associated with the issuance and maturities of Commercial Paper for the three months ended December31,2022 and December25,2021(in millions):Three Months EndedDecember 31,2022December 25,2021Maturities 90 days or less:Proceeds from/(Repayments of)commercial pap
87、er,net$(5,569)$1,339 Maturities greater than 90 days:Proceeds from commercial paper 1,191 Repayments of commercial paper(2,645)(3,530)Repayments of commercial paper,net(2,645)(2,339)Total repayments of commercial paper,net$(8,214)$(1,000)Apple Inc.|Q1 2023 Form 10-Q|11Term DebtAs of December31,2022
88、and September24,2022,the Company had outstanding fixed-rate notes with varying maturities for an aggregate carrying amount of$109.4 billion and$110.1 billion,respectively(collectively the“Notes”).As of December31,2022 and September24,2022,the fair value of the Companys Notes,based on Level 2 inputs,
89、was$98.0 billion and$98.8 billion,respectively.Note 6 Shareholders EquityShare Repurchase ProgramDuring the three months ended December31,2022,the Company repurchased 133 million shares of its common stock for$19.0 billion under a share repurchase program authorized by the Board of Directors(the“Pro
90、gram”).The 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 Securities Exchange Act of 1934,as amended.Note 7 Bene
91、fit PlansRestricted Stock UnitsA summary of the Companys RSU activity and related information for the three months ended December31,2022 is as follows:Number ofRSUs(in thousands)Weighted-AverageGrant Date FairValue Per RSUAggregateFair Value(in millions)Balance as of September 24,2022 201,501$109.48
92、 RSUs granted 82,123$149.85 RSUs vested(47,298)$84.46 RSUs canceled(2,958)$120.26 Balance as of December 31,2022 233,368$128.62$30,322 The fair value as of the respective vesting dates of RSUs was$6.8 billion and$8.5 billion for the three months ended December 31,2022 and December25,2021,respectivel
93、y.Share-Based CompensationThe following table shows share-based compensation expense and the related income tax benefit included in the Condensed Consolidated Statements of Operations for the three months ended December 31,2022 and December 25,2021(in millions):Three Months EndedDecember 31,2022Dece
94、mber 25,2021Share-based compensation expense$2,905$2,265 Income tax benefit related to share-based compensation expense$(1,178)$(1,536)As of December31,2022,the total unrecognized compensation cost related to outstanding RSUs and stock options was$25.5 billion,which the Company expects to recognize
95、over a weighted-average period of 3.0 years.Apple Inc.|Q1 2023 Form 10-Q|12Note 8 Commitments and ContingenciesUnconditional Purchase ObligationsThe Company has entered into certain offbalance sheet commitments that require the future purchase of goods or services(“unconditional purchase obligations
96、”).The Companys unconditional purchase obligations primarily consist of supplier arrangements,licensed content and distribution rights.Future payments under noncancelable unconditional purchase obligations with a remaining term in excess of one year as of December31,2022,are as follows(in millions):
97、2023(remaining nine months)$2,899 2024 2,897 2025 1,584 2026 6,554 2027 348 Thereafter 444 Total$14,726 ContingenciesThe Company is subject to various legal proceedings and claims that have arisen in the ordinary course of business and that have not been fully resolved.The outcome of litigation is i
98、nherently uncertain.In the opinion of management,there was not at least a reasonable possibility the Company may have incurred a material loss,or a material loss greater than a recorded accrual,concerning loss contingencies for asserted legal and other claims.Note 9 Segment Information and Geographi
99、c DataThe following table shows information by reportable segment for the three months ended December 31,2022 and December 25,2021(in millions):Three Months EndedDecember 31,2022December 25,2021Americas:Net sales$49,278$51,496 Operating income$17,864$19,585 Europe:Net sales$27,681$29,749 Operating i
100、ncome$10,017$11,545 Greater China:Net sales$23,905$25,783 Operating income$10,437$11,183 Japan:Net sales$6,755$7,107 Operating income$3,236$3,349 Rest of Asia Pacific:Net sales$9,535$9,810 Operating income$3,851$3,995 Apple Inc.|Q1 2023 Form 10-Q|13A reconciliation of the Companys segment operating
101、income to the Condensed Consolidated Statements of Operations for the three months ended December 31,2022 and December 25,2021 is as follows(in millions):Three Months EndedDecember 31,2022December 25,2021Segment operating income$45,405$49,657 Research and development expense(7,709)(6,306)Other corpo
102、rate expenses,net(1,680)(1,863)Total operating income$36,016$41,488 Apple Inc.|Q1 2023 Form 10-Q|14Item 2.Managements Discussion and Analysis of Financial Condition and Results of OperationsThis section and other parts of this Quarterly Report on Form 10-Q(“Form 10-Q”)contain forward-looking stateme
103、nts,within the meaning of the Private Securities Litigation Reform Act of 1995,that involve risks and uncertainties.Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or curre
104、nt fact.For example,statements in this Form 10-Q regarding the potential future impact of the COVID-19 pandemic on the Companys business and results of operations are forward-looking statements.Forward-looking statements can also be identified by words such as“future,”“anticipates,”“believes,”“estim
105、ates,”“expects,”“intends,”“plans,”“predicts,”“will,”“would,”“could,”“can,”“may,”and similar terms.Forward-looking statements are not guarantees of future performance and the Companys actual results may differ significantly from the results discussed in the forward-looking statements.Factors that mig
106、ht cause such differences include,but are not limited to,those discussed in Part I,Item 1A of the Companys Annual Report on Form 10-K for the fiscal year ended September24,2022(the“2022 Form 10-K”)under the heading“Risk Factors.”The Company assumes no obligation to revise or update any forward-looki
107、ng 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 years ended in September and the associated quarters,mon
108、ths and periods of those fiscal years.Each of the terms the“Company”and“Apple”as used herein refers collectively to Apple Inc.and its wholly owned subsidiaries,unless otherwise stated.The following discussion should be read in conjunction with the 2022 Form 10-K filed with the U.S.Securities and Exc
109、hange Commission(the“SEC”)and the condensed consolidated financial statements and accompanying notes included in Part I,Item 1 of this Form 10-Q.Available InformationThe Company periodically provides certain information for investors on its corporate website,and its investor relations website,.This
110、includes press releases and other information about financial performance,information on environmental,social and governance matters,and details related to the Companys annual meeting of shareholders.The information contained on the websites referenced in this Form 10-Q is not incorporated by refere
111、nce into this filing.Further,the Companys references to website URLs are intended to be inactive textual references only.Business 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 p
112、art to seasonal holiday demand.Additionally,new product and service introductions can significantly impact net sales,cost of sales and operating expenses.The timing of product introductions can also impact the Companys net sales to its indirect distribution channels as these channels are filled with
113、 new inventory following a product launch,and channel inventory of an older product often declines as the launch of a newer product approaches.Net sales can also be affected when consumers and distributors anticipate a product introduction.Fiscal PeriodThe Companys fiscal year is the 52-or 53-week p
114、eriod that ends on the last Saturday of September.An additional week is included in the first fiscal quarter every five or six years to realign the Companys fiscal quarters with calendar quarters,which occurred in the first quarter of 2023.The Companys fiscal years 2023 and 2022 span 53 and 52 weeks
115、,respectively.Quarterly HighlightsTotal net sales decreased 5%or$6.8 billion during the first quarter of 2023 compared to the same quarter in 2022 due to the weakness in foreign currencies relative to the U.S.dollar.The weakness in foreign currencies contributed to lower net sales of iPhone and Mac,
116、which was partially offset by higher net sales of iPad.During the first quarter of 2023,the Company announced a new iPad,a new iPad Pro powered by the Apple M2 chip,and a new Apple TV 4K.The Company repurchased$19.0 billion of its common stock and paid dividends and dividend equivalents of$3.8 billi
117、on during the first quarter of 2023.Apple Inc.|Q1 2023 Form 10-Q|15COVID-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 cl
118、osures 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 response
119、have affected and could in the future materially impact the Companys business,results of operations and financial condition.Certain of the Companys outsourcing partners,component suppliers and logistical service providers have experienced,and could in the future experience,disruptions related to the
120、 COVID-19 pandemic,resulting in supply shortages.During the first quarter of 2023,COVID-related impacts temporarily affected the Companys primary iPhone 14 Pro and iPhone 14 Pro Max assembly facility located in Zhengzhou,China.The facility operated at significantly reduced capacity,impacting iPhone
121、14 Pro and iPhone Pro Max shipments.Macroeconomic ConditionsMacroeconomic conditions,including inflation,rising interest rates and currency fluctuations,have direct and indirect impacts on the Companys business.The Company believes these factors have impacted,and could in the future materially impac
122、t,the Companys results of operations and financial condition.Segment Operating PerformanceThe Company manages its business primarily on a geographic basis.The Companys reportable segments consist of the Americas,Europe,Greater China,Japan and Rest of Asia Pacific.Americas includes both North and Sou
123、th America.Europe includes European countries,as well as India,the Middle East and Africa.Greater China includes China mainland,Hong Kong and Taiwan.Rest of Asia Pacific includes Australia and those Asian countries not included in the Companys other reportable segments.Although the reportable segmen
124、ts provide similar hardware and software products and similar services,each one is managed separately to better align with the location of the Companys customers and distribution partners and the unique market dynamics of each geographic region.Further information regarding the Companys reportable s
125、egments can be found in Part I,Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements in Note 9,“Segment Information and Geographic Data.”The following table shows net sales by reportable segment for the three months ended December 31,2022 and December25,2021(dollars in
126、 millions):Three Months EndedDecember 31,2022December 25,2021ChangeNet sales by reportable segment:Americas$49,278$51,496 (4)%Europe 27,681 29,749 (7)%Greater China 23,905 25,783 (7)%Japan 6,755 7,107 (5)%Rest of Asia Pacific 9,535 9,810 (3)%Total net sales$117,154$123,945 (5)%AmericasAmericas net s
127、ales decreased during the first quarter of 2023 compared to the same quarter in 2022 due primarily to lower net sales of iPhone and Mac,partially offset by higher net sales of Services and iPad.The weakness of the Canadian dollar relative to the U.S.dollar had an unfavorable year-over-year impact on
128、 Americas net sales during the first quarter of 2023.EuropeEurope net sales decreased during the first quarter of 2023 compared to the same quarter in 2022 due to the weakness in foreign currencies relative to the U.S.dollar,which contributed to lower net sales of iPhone and Mac.Apple Inc.|Q1 2023 F
129、orm 10-Q|16Greater ChinaGreater China net sales decreased during the first quarter of 2023 compared to the same quarter in 2022 due to the weakness of the renminbi relative to the U.S.dollar.The weakness of the renminbi contributed to lower net sales of iPhone,which was partially offset by higher ne
130、t sales of iPad.JapanJapan net sales decreased during the first quarter of 2023 compared to the same quarter in 2022 due to the weakness of the yen relative to the U.S.dollar,which contributed to lower net sales of Services and Mac.Rest of Asia PacificRest of Asia Pacific net sales decreased during
131、the first quarter of 2023 compared to the same quarter in 2022 due to the weakness in foreign currencies relative to the U.S.dollar.The weakness in foreign currencies contributed to lower net sales of iPhone and Mac,which was partially offset by higher net sales of Services and iPad.Products and Ser
132、vices PerformanceThe following table shows net sales by category for the three months ended December 31,2022 and December25,2021(dollars in millions):Three Months EndedDecember 31,2022December 25,2021ChangeNet sales by category:iPhone(1)$65,775$71,628 (8)%Mac(1)7,735 10,852 (29)%iPad(1)9,396 7,248 3
133、0%Wearables,Home and Accessories(1)(2)13,482 14,701 (8)%Services(3)20,766 19,516 6%Total net sales$117,154$123,945 (5)%(1)Products net sales include amortization of the deferred value of unspecified software upgrade rights,which are bundled in the sales price of the respective product.(2)Wearables,H
134、ome and Accessories net sales include sales of AirPods,Apple TV,Apple Watch,Beats products,HomePod mini and accessories.(3)Services net sales include sales from the Companys advertising,AppleCare,cloud,digital content,payment and other services.Services net sales also include amortization of the def
135、erred value of services bundled in the sales price of certain products.iPhoneiPhone net sales decreased during the first quarter of 2023 compared to the same quarter in 2022 due primarily to lower net sales from the Companys new iPhone models launched in the fourth quarter of 2022.MacMac net sales d
136、ecreased during the first quarter of 2023 compared to the same quarter in 2022 due primarily to lower net sales of MacBook Pro.iPadiPad net sales increased during the first quarter of 2023 compared to the same quarter in 2022 due primarily to higher net sales of iPad and iPad Air.Apple Inc.|Q1 2023
137、Form 10-Q|17Wearables,Home and AccessoriesWearables,Home and Accessories net sales decreased during the first quarter of 2023 compared to the same quarter in 2022 due primarily to lower net sales of AirPods,partially offset by higher net sales of Watch.ServicesServices net sales increased during the
138、 first quarter of 2023 compared to the same quarter in 2022 due primarily to higher net sales from cloud services,the App Store and music.Gross MarginProducts and Services gross margin and gross margin percentage for the three months ended December 31,2022 and December25,2021 were as follows(dollars
139、 in millions):Three Months EndedDecember 31,2022December 25,2021Gross margin:Products$35,623$40,120 Services 14,709 14,123 Total gross margin$50,332$54,243 Gross margin percentage:Products 37.0%38.4%Services 70.8%72.4%Total gross margin percentage 43.0%43.8%Products Gross MarginProducts gross margin
140、 decreased during the first quarter of 2023 compared to the same quarter in 2022 due primarily to the weakness in foreign currencies relative to the U.S.dollar and lower Products volume.Products gross margin percentage decreased during the first quarter of 2023 compared to the same quarter in 2022 d
141、ue primarily to the weakness in foreign currencies relative to the U.S.dollar.Services Gross MarginServices gross margin increased during the first quarter of 2023 compared to the same quarter in 2022 due primarily to higher Services net sales,partially offset by the weakness in foreign currencies r
142、elative to the U.S.dollar.Services gross margin percentage decreased during the first quarter of 2023 compared to the same quarter in 2022 due primarily to the weakness in foreign currencies relative to the U.S.dollar and higher Services costs,partially offset by improved leverage.The Companys futur
143、e gross margins can be impacted by a variety of factors,as discussed in Part I,Item 1A of the 2022 Form 10-K under the heading“Risk Factors.”As a result,the Company believes,in general,gross margins will be subject to volatility and downward pressure.Apple Inc.|Q1 2023 Form 10-Q|18Operating Expenses
144、Operating expenses for the three months ended December 31,2022 and December 25,2021 were as follows(dollars in millions):Three Months EndedDecember 31,2022December 25,2021Research and development$7,709$6,306 Percentage of total net sales 7%5%Selling,general and administrative$6,607$6,449 Percentage
145、of total net sales 6%5%Total operating expenses$14,316$12,755 Percentage of total net sales 12%10%Research and DevelopmentThe growth in research and development(“R&D”)expense during the first quarter of 2023 compared to the same quarter in 2022 was driven primarily by increases in headcount-related
146、expenses.Selling,General and AdministrativeThe growth in selling,general and administrative expense during the first quarter of 2023 compared to the same quarter in 2022 was driven primarily by increases in headcount-related expenses.Provision for Income TaxesProvision for income taxes,effective tax
147、 rate and statutory federal income tax rate for the three months ended December 31,2022 and December25,2021 were as follows(dollars in millions):Three Months EndedDecember 31,2022December 25,2021Provision for income taxes$5,625$6,611 Effective tax rate 15.8%16.0%Statutory federal income tax rate 21%
148、21%The Companys effective tax rate for the first quarter of 2023 was lower than the statutory federal income tax rate due primarily to a lower effective tax rate on foreign earnings,tax benefits from share-based compensation,and the U.S.federal R&D credit,partially offset by state income taxes.The C
149、ompanys effective tax rate for the first quarter of 2023 was lower compared to the same quarter in 2022 due primarily to a higher U.S.federal R&D credit,lower state income taxes and a lower effective tax rate on foreign earnings,largely offset by lower tax benefits from share-based compensation.Liqu
150、idity and Capital ResourcesThe Company believes its balances of cash,cash equivalents and unrestricted marketable securities,along with cash generated by ongoing operations and continued access to debt markets,will be sufficient to satisfy its cash requirements and capital return program over the ne
151、xt 12 months and beyond.The Companys contractual cash requirements have not changed materially since the 2022 Form 10-K,except for commercial paper and manufacturing purchase obligations.Commercial PaperThe Company issues unsecured short-term promissory notes(“Commercial Paper”)pursuant to a commerc
152、ial paper program.As of December31,2022,the Company had$1.7 billion of Commercial Paper outstanding,all of which was payable within 12 months.Apple Inc.|Q1 2023 Form 10-Q|19Manufacturing Purchase ObligationsThe Company utilizes several outsourcing partners to manufacture subassemblies for the Compan
153、ys products and to perform final assembly and testing of finished products.The Company also obtains individual components for its products from a wide variety of individual suppliers.Outsourcing partners acquire components and build product based on demand information supplied by the Company,which t
154、ypically covers periods up to 150 days.As of December 31,2022,the Company had manufacturing purchase obligations of$55.1 billion,with$54.8 billion payable within 12 months.The Companys manufacturing purchase obligations are primarily noncancelable.In addition to its contractual cash requirements,the
155、 Company has a capital return program authorized by the Board of Directors.The share repurchase program(the“Program”)does not obligate the Company to acquire a minimum amount of shares.As of December31,2022,the Companys quarterly cash dividend was$0.23 per share.The Company intends to increase its d
156、ividend on an annual basis,subject to declaration by the Board of Directors.Critical Accounting EstimatesThe preparation of financial statements and related disclosures in conformity with U.S.generally accepted accounting principles and the Companys discussion and analysis of its financial condition
157、 and operating results require the Companys management to make judgments,assumptions and estimates that affect the amounts reported.Note 1,“Summary of Significant Accounting Policies”of the Notes to condensed consolidated Financial Statements in Part I,Item 1 of this Form 10-Q and in the Notes to Co
158、nsolidated Financial Statements in Part II,Item 8 of the 2022 Form 10-K describe the significant accounting policies and methods used in the preparation of the Companys condensed consolidated financial statements.There have been no material changes to the Companys critical accounting estimates since
159、 the 2022 Form 10-K.Item 3.Quantitative and Qualitative Disclosures About Market RiskThere have been no material changes to the Companys market risk during the first three months of 2023.For a discussion of the Companys exposure to market risk,refer to the Companys market risk disclosures set forth
160、in Part II,Item 7A,“Quantitative and Qualitative Disclosures About Market Risk”of the 2022 Form 10-K.Item 4.Controls and ProceduresEvaluation of Disclosure Controls and ProceduresBased on an evaluation under the supervision and with the participation of the Companys management,the Companys principal
161、 executive officer and principal financial officer have concluded that the Companys disclosure controls and procedures as defined in Rules 13a-15(e)and 15d-15(e)under the Securities Exchange Act of 1934,as amended(the“Exchange Act”)were effective as of December31,2022 to provide reasonable assurance
162、 that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is(i)recorded,processed,summarized and reported within the time periods specified in the SEC rules and forms and(ii)accumulated and communicated to the Companys management,including i
163、ts principal executive officer and principal financial officer,as appropriate to allow timely decisions regarding required disclosure.Changes in Internal Control over Financial ReportingThere were no changes in the Companys internal control over financial reporting during the first quarter of 2023,w
164、hich were identified in connection with managements evaluation required by paragraph(d)of Rules 13a-15 and 15d-15 under the Exchange Act,that have materially affected,or are reasonably likely to materially affect,the Companys internal control over financial reporting.Apple Inc.|Q1 2023 Form 10-Q|20P
165、ART II OTHER INFORMATIONItem 1.Legal ProceedingsEpic 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 unfai
166、r competition law based upon the Companys operation of its App Store.The Company filed a counterclaim for breach of contract.On September 10,2021,the Northern California District Court ruled in favor of the Company with respect to nine out of the ten counts included in Epics claim,and in favor of th
167、e Company with respect to the Companys claims for 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 cro
168、ss-appeal and has been granted a stay pending the 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 first quarter of 2023
169、that did not individually or in the aggregate have 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 expectati
170、ons,the Companys financial condition and operating results for that reporting period could be materially adversely affected.Item 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
171、 unknown,including those described in Part I,Item 1A of the 2022 Form 10-K under the heading“Risk Factors.”When any one or more of these risks materialize from time to time,the Companys business,reputation,results of operations,financial condition and stock price can be materially and adversely affe
172、cted.There have been no material changes to the Companys risk factors since the 2022 Form 10-K.Item 2.Unregistered Sales of Equity Securities and Use of ProceedsPurchases of Equity Securities by the Issuer and Affiliated PurchasersShare repurchase activity during the three months ended December31,20
173、22 was as follows(in millions,except 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
174、Be PurchasedUnder the Plans or Programs(1)September 25,2022 to October 29,2022:Open market and privately negotiated purchases 69,169$144.57 69,169 October 30,2022 to November 26,2022:Open market and privately negotiated purchases 23,113$149.26 23,113 November 27,2022 to December 31,2022:Open market
175、and privately negotiated purchases 40,557$136.85 40,557 Total 132,839$41,665(1)On April 28,2022,the Board of Directors authorized the purchase of an additional$90billion of the Companys common stock under the Program.As of December31,2022,total utilization under the April 2022 authorization was$48.3
176、 billion.The 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.Item 3.Defaults Upon Senior SecuritiesN
177、one.Apple Inc.|Q1 2023 Form 10-Q|21Item 4.Mine Safety DisclosuresNot applicable.Item 5.Other InformationRule 10b5-1 Trading PlansDuring the three months ended December31,2022,Katherine L.Adams,Timothy D.Cook,Luca Maestri,Deirdre OBrien and Jeffrey Williams,each an officer for purposes of Section 16
178、of the Exchange Act,had equity trading plans in place in accordance with Rule 10b5-1(c)(1)under the Exchange Act.An equity trading plan is a written document that preestablishes the amounts,prices and dates(or formula for determining the amounts,prices and dates)of future purchases or sales of the C
179、ompanys stock,including sales of shares acquired under the Companys employee and director equity plans.Item 6.ExhibitsIncorporated by ReferenceExhibitNumberExhibit DescriptionFormExhibitFiling Date/Period End Date10.1*Form of CEO Restricted Stock Unit Award Agreement under 2022 Employee Stock Plan e
180、ffective as of September 25,2022.10.2*Form of CEO Performance Award Agreement under 2022 Employee Stock Plan effective as of September 25,2022.31.1*Rule 13a-14(a)/15d-14(a)Certification of Chief Executive Officer.31.2*Rule 13a-14(a)/15d-14(a)Certification of Chief Financial Officer.32.1*Section 1350
181、 Certifications of Chief Executive Officer and Chief Financial Officer.101*Inline XBRL Document Set for the condensed consolidated financial statements and accompanying notes in Part I,Item 1,“Financial Statements”of this Quarterly Report on Form 10-Q.104*Inline XBRL for the cover page of this Quart
182、erly Report on Form 10-Q,included in the Exhibit 101 Inline XBRL Document Set.*Filed herewith.*Furnished herewith.Apple Inc.|Q1 2023 Form 10-Q|22SIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934,the Registrant has duly caused this report to be signed on its behalf by the u
183、ndersigned thereunto duly authorized.Date:February2,2023Apple Inc.By:/s/Luca MaestriLuca MaestriSenior Vice President,Chief Financial OfficerApple Inc.|Q1 2023 Form 10-Q|23APPLE INC.2022 EMPLOYEE STOCK PLANRESTRICTED STOCK UNIT AWARD AGREEMENTNOTICE OF GRANTName:(the“Participant”)Employee ID:Grant N
184、umber:No.of Units Subject to Award:Award Date:(the“Award Date”)Vesting Commencement Date:(the“Vesting Commencement Date”)Vesting Schedule:This restricted stock unit award(the“Award”)is granted under and governed by the terms and conditions of the Apple Inc.2022 Employee Stock Plan and the Terms and
185、Conditions of Restricted Stock Unit Award,which are incorporated herein by reference.You do not have to accept the Award.If you wish to decline your Award,you should promptly notify Apple Inc.s Stock Plan Group of your decision at .If you do not provide such notification by the last day of the calen
186、dar month prior to the first Vesting Date,you will be deemed to have accepted your Award on the terms and conditions set forth herein.Exhibit 10.1APPLE INC.2022 EMPLOYEE STOCK PLANRESTRICTED STOCK UNIT AWARD AGREEMENTTERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD1.General.These Terms and Condit
187、ions of Restricted Stock Unit Award(these“Terms”)apply to a particular restricted stock unit award(the“Award”)granted by Apple Inc.,a California corporation(the“Company”),and are incorporated by reference in the Notice of Grant(the“Grant Notice”)corresponding to that particular grant.The recipient o
188、f the Award identified in the Grant Notice is referred to as the“Participant.”The effective date of grant of the Award as set forth in the Grant Notice is referred to as the“Award Date.”The Award was granted under and is subject to the provisions of the Apple Inc.2022 Employee Stock Plan,as amended
189、from time to time(the“Plan”).Capitalized terms are defined in the Plan if not defined herein.The Award is discretionary and has been granted to the Participant in addition to,and not in lieu of,any other form of compensation otherwise payable or to be paid to the Participant.The Grant Notice and the
190、se Terms are collectively referred to as the“Award Agreement”applicable to the Award.2.RSUs.As used herein,the term“RSU”shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding Share solely for purposes of the Plan and this Award Agreem
191、ent.RSUs shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such RSUs vest pursuant to this Award Agreement.The RSUs shall not be treated as property or as a trust fund of any kind.3.Vesting.Subject to Sections 4 and 8 below,the Award sh
192、all vest and become nonforfeitable as set forth in the Grant Notice.(Each vesting date set forth in the Grant Notice is referred to herein as a“Vesting Date.”)Unless and until the Company elects to issue fractional Shares in settlement of a vested RSU,any fractional RSUs that vest on a Vesting Date
193、shall be carried forward and vest when such combined fractional RSUs result in a full RSU and any fractional RSU that is not carried forward as a result of a termination of the Award prior to the next subsequent Vesting Date shall be forfeited.4.Continuance of Employment.Except as provided in this S
194、ection 4 and in Section 8 below,vesting of the Award requires continued active employment or service through each applicable Vesting Date as a condition to the vesting of the applicable installment of the Award and the rights and benefits under this Award Agreement.Employment or service for only a p
195、ortion of the period between the Vesting Commencement Date and the first Vesting Date or between subsequent Vesting Dates,even if a substantial portion,will not entitle the Participant to any proportionate vesting of the Award.For purposes of this Award Agreement,active service shall include(a)the d
196、uration of an approved leave of absence(other than a personal leave of absence)and(b)the first thirty(30)days of an approved personal leave of absence,in each case as approved by the Company,in its sole discretion.The vesting of the Award shall be tolled beginning on the thirty-first(31st)day of a p
197、ersonal leave of absence.Nothing contained in this Award Agreement or the Plan constitutes an employment or service commitment by the Company,affects the Participants status as an employee at will who is subject to termination with or without cause,confers upon the Participant any right to remain em
198、ployed by or in service to the Company or any Subsidiary,interferes in any way with the right of the Company or any Subsidiary at any time to terminate such employment or service,or affects the right of the Company or any Subsidiary to increase or decrease the Participants other compensation or bene
199、fits.Nothing in this Section 4,however,is intended to adversely affect any independent contractual right of the Participant without the Participants consent thereto.15.Dividend and Voting Rights.(a)Limitations on Rights Associated with RSUs.The Participant shall have no rights as a shareholder of th
200、e Company,no dividend rights(except as expressly provided in Section 5(b)with respect to Dividend Equivalent Rights)and no voting rights,with respect to the RSUs or any Shares underlying or issuable in respect of such RSUs until such Shares are actually issued to and held of record by the Participan
201、t.No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock as reflected in the book entry evidencing such Shares.(b)Dividend Equivalent Rights Distributions.As of any date that the Company pays an ordinary cash divi
202、dend on its Shares,the Company shall credit the Participant with a dollar amount equal to(i)the per share cash dividend paid by the Company on its Shares on such date,multiplied by(ii)the total number of RSUs(with such total number adjusted pursuant to Section 11 of the Plan)subject to the Award tha
203、t are outstanding immediately prior to the record date for that dividend(a“Dividend Equivalent Right”).Any Dividend Equivalent Rights credited pursuant to the foregoing provisions of this Section 5(b)shall be subject to the same vesting,payment and other terms,conditions and restrictions as the orig
204、inal RSUs to which they relate,including the obligation to satisfy the Tax-Related Items;provided,however,that the amount of any vested Dividend Equivalent Rights shall be paid in cash.No crediting of Dividend Equivalent Rights shall be made pursuant to this Section 5(b)with respect to any RSUs whic
205、h,immediately prior to the record date for that dividend,have either been paid pursuant to Section 7 or terminated pursuant to Section 8.6.Restrictions on Transfer.Except as provided in Section 4(c)of the Plan,the Award,the Dividend Equivalent Rights and any interest therein or amount or Shares paya
206、ble in respect thereof shall not be sold,assigned,transferred,pledged or otherwise disposed of,alienated or encumbered,either voluntarily or involuntarily.7.Timing and Manner of Payment of RSUs.On or as soon as administratively practical following each Vesting Date determined pursuant to Section 3 o
207、r Section 8 or following the Participants death as specified in Section 8(d)(and in all events not later than two and one-half(2)months after such Vesting Date or the date of the Participants death,as applicable),the Company shall deliver to the Participant a number of Shares(either by delivering on
208、e or more certificates for such Shares or by entering such Shares in book entry form,as determined by the Company in its discretion)equal to the number of RSUs subject to the Award that vest(or,in the case of the Participants Retirement,death or Disability,are treated as vesting)on the applicable Ve
209、sting Date or the Participants death,as applicable,less Tax-Related Items,unless such RSUs terminate prior to the given Vesting Date pursuant to Section 8.The Companys obligation to deliver Shares or otherwise make payment with respect to vested RSUs is subject to the condition precedent that the Pa
210、rticipant or other person entitled under the Plan to receive any Shares with respect to the vested RSUs deliver to the Company any representations or other documents or assurances required pursuant to Section 13(c)of the Plan.The Participant shall have no further rights with respect to any RSUs that
211、 are paid or that terminate pursuant to Section8.8.Effect of Termination of Service.(a)Except as expressly provided in Section 4 or this Section 8,the Participants RSUs(as well as the related Dividend Equivalent Rights)shall terminate to the extent such RSUs have not become vested prior to the Parti
212、cipants Termination of Service,meaning the first date the Participant is no longer employed by or providing services to the Company or one of its Subsidiaries(the“Severance Date”),regardless of the reason for the Participants Termination of Service,whether with or without cause,voluntarily or involu
213、ntarily,or whether the Participant was employed or provided services for a portion of the vesting period prior to a Vesting Date.2(b)Notwithstanding the foregoing,and except as otherwise provided by the Committee,in the event of the Participants Termination of Service due to the Participants Retirem
214、ent(defined below)on or after the first anniversary of the Award Date,any unvested RSUs shall continue to be eligible to vest on a pro rata basis(in accordance with the schedule set forth in the Grant Notice and Section 8(d)without regard to the Participants Termination of Service,determined by mult
215、iplying(i)the number of RSUs eligible to vest on the applicable Vesting Date,by(ii)a fraction,the numerator of which shall be the number of days that have elapsed between the Award Date and the Participants Retirement date,and the denominator of which shall be the total number of days contained in t
216、he period between the Award Date and the applicable Vesting Date.For purposes of this Award Agreement,“Retirement”means the Participants Termination of Service on or after the Participant both has reached the age of sixty(60)and has completed ten(10)years of service with the Company,or any Subsidiar
217、y(including service with any entity acquired by the Company)as of the Severance Date,as determined in the sole discretion of the Committee.In the event the Participants Termination of Service occurs prior to the first anniversary of the Award Date,this Section 8(b)shall not apply,unless the Committe
218、e shall otherwise determine.For purposes of this Section 8(b),a Termination of Service shall not include the Participants Termination of Service resulting from the Participants Disability or death(in which case Section 8(c)or 8(d),as applicable,will apply).(c)In the event of the Participants Termina
219、tion of Service due to the Participants Disability,any unvested RSUs shall continue to be eligible to vest in full(in accordance with the schedule set forth in the Grant Notice and Section 8(d)without regard to the Participants Termination of Service.(d)In the event of the Participants Termination o
220、f Service due to the Participants death,all unvested RSUs eligible to vest on Vesting Date(s)subsequent to the Participants death shall accelerate and vest immediately,and upon the Participants death following the Participants Termination of Service due to Disability or Retirement any RSUs that were
221、 eligible to vest in full,or pro rata in the case of Retirement,will be settled as soon as administratively practicable after the Participants death in accordance with Section 7.(e)If any unvested RSUs are terminated hereunder,such RSUs(as well as the related Dividend Equivalent Rights)shall automat
222、ically terminate and be cancelled as of the applicable Severance Date without payment of any consideration by the Company and without any other action by the Participant or the Participants personal representative,as the case may be.9.Recoupment.Notwithstanding any other provision herein,the Award a
223、nd any Shares or other amount or property that may be issued,delivered or paid in respect of the Award,as well as any consideration that may be received in respect of a sale or other disposition of any such Shares or property,shall be subject to any recoupment,“clawback”or similar provisions of appl
224、icable law.In addition,the Company may require the Participant to deliver or otherwise repay to the Company the Award and any Shares or other amount or property that may be issued,delivered or paid in respect of the Award,as well as any consideration that may be received in respect of a sale or othe
225、r disposition of any such Shares or property,if the Company reasonably determines that one or more of the following has occurred:(a)during the period of the Participants employment or service with the Company or any of its Subsidiaries(the“Employment Period”),the Participant has committed a felony(u
226、nder the laws of the United States or any relevant state,or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction);3(b)during the Employment Period or at any time thereafter,the Participant has committed or engaged in a breach of confidentiality,or an unauthorized
227、 disclosure or use of inside information,customer lists,trade secrets or other confidential information of the Company or any of its Subsidiaries;(c)during the Employment Period or at any time thereafter,the Participant has committed or engaged in an act of theft,embezzlement or fraud,or materially
228、breached any agreement to which the Participant is a party with the Company or any of its Subsidiaries.For purposes of the foregoing,the Participant expressly and explicitly authorizes the Company to issue instructions,on the Participants behalf,to any brokerage firm or third party administrator hol
229、ding the Participants Shares and other amounts acquired under the Plan to re-convey,transfer,or otherwise return such Shares and other amounts to the Company.This Section 9 is not the Companys exclusive remedy with respect to such matters.10.Adjustments Upon Specified Events.Upon the occurrence of c
230、ertain events relating to the Companys stock contemplated by Section 11 of the Plan(including,without limitation,an extraordinary cash dividend on such stock),the Committee shall make adjustments in accordance with such section in the number of RSUs then outstanding and the number and kind of securi
231、ties that may be issued in respect of the Award.No such adjustment shall be made with respect to any ordinary cash dividend for which Dividend Equivalent Rights are credited pursuant to Section 5(b).11.Responsibility for Taxes.The Participant acknowledges that,regardless of any action the Company or
232、 the Participants employer(“Employer”)take with respect to any Tax-Related Items,the ultimate liability for all Tax-Related Items is and remains the Participants responsibility and may exceed the amount,if any,actually withheld by the Company or the Employer.The Participant further acknowledges that
233、 the Company and the Employer(i)make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award,including the grant of the RSUs,the vesting of the RSUs,the delivery of Shares,the subsequent sale of any Shares acquired at vesting,and
234、 the receipt of any dividends or Dividend Equivalent Rights;and(ii)do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participants liability for Tax-Related Items or achieve any particular tax result.Further,if the P
235、articipant is or becomes subject to tax in more than one jurisdiction,the Participant acknowledges that the Company or the Employer(or former employer,as applicable)may be required to withhold or account for Tax-Related Items in more than one jurisdiction.Prior to the relevant taxable or tax withhol
236、ding event,as applicable,the Participant shall pay or make arrangements satisfactory to the Company or the Employer to satisfy all Tax-Related Items.In this regard,the Participant authorizes the Company or the Employer,or their respective agents,at their discretion and pursuant to such procedures as
237、 they may specify from time to time,to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:(a)withholding from any wages or other cash compensation,including short-term cash incentives,payable to the Participant by the Company
238、or the Employer;(b)withholding otherwise deliverable Shares and from otherwise payable Dividend Equivalent Rights to be issued or paid upon vesting/settlement of the Award;(c)arranging for the sale of Shares otherwise deliverable to the Participant(on the Participants behalf and at the Participants
239、direction pursuant to this authorization),including selling Shares as part of a block trade with other Participants in the Plan;4(d)withholding from the proceeds of the sale of Shares acquired upon vesting/settlement of the Award;or(e)any other method of withholding determined by the Company to be p
240、ermitted under the Plan and,to the extent required by Applicable Law or under the Plan,approved by the Committee.Notwithstanding the foregoing,if the Participant is an officer of the Company who is subject to Section 16 of the Exchange Act,then theCompany must satisfy any withholding obligations ari
241、sing upon the occurrence of a taxable or tax withholding event,as applicable,bywithholding Shares otherwise deliverable or an amount otherwise payable upon settlement of Dividend Equivalent Rights pursuant to method(b),unless theBoard or the Committee determines in its discretion to satisfy the obli
242、gation for Tax-Related Items by one or a combination of methods(a),(b),(c),and(d)above.The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other withholding rates,including maximum rates applicable in the Participants jurisdiction(s).If the maxim
243、um rate is used,any over-withheld amount may be refunded to the Participant in cash by the Company or Employer(with no entitlement to the Share equivalent)or if not refunded,the Participant may seek a refund from the local tax authorities.In the event of under-withholding,the Participant may be requ
244、ired to pay additional Tax-Related Items directly to the applicable tax authority or to the Company or Employer.If the obligation for Tax-Related Items is satisfied by withholding a number of Shares as described herein,for tax purposes,the Participant is deemed to have been issued the full number of
245、 Shares subject to the vested RSUs,notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.The Company may refuse to issue or deliver to the Participant any Shares or the proceeds of the sale of Shares if the Participant fails to comply with t
246、he Participants obligations in connection with the Tax-Related Items.12.Electronic Delivery and Acceptance.The Company may,in its sole discretion,deliver any documents related to the Award by electronic means or request the Participants consent to participate in the Plan by electronic means.The Part
247、icipant hereby consents to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line or voice activated system established and maintained by the Company or a third party vendor designated by the Company.13.Data Privacy.By participating in the Plan,
248、the Participant acknowledges and consents to the collection,use,processing and transfer of personal data as described in this Section 13.The Company,its related entities,and the Employer hold certain personal information about the Participant,including the Participants name,home address and telephon
249、e number,email address,date of birth,social security number or other employee identification number,salary,nationality,job title,any Shares or directorships held in the Company,details of all RSUs or any other entitlement to Shares or equivalent benefits awarded,canceled,purchased,vested,unvested or
250、 outstanding in the Participants favor,for the purpose of managing and administering the Plan(“Data”).The Company and its related entities may transfer Data amongst themselves as necessary for the purpose of implementation,administration,and management of the Participants participation in the Plan,a
251、nd the Company and its related entities may each further transfer Data to any third parties assisting the Company or any such related entity in the implementation,administration,and management of the Plan.The Participant acknowledges that the transferors and transferees of such Data may be located a
252、nywhere in the world and hereby authorizes each of them to receive,possess,use,retain and transfer the Data,in electronic or other form,for the purposes of implementing,administering,and managing the Participants participation in the Plan,including any transfer of such Data as may be required for th
253、e administration of the Plan and the subsequent holding of Shares on the Participants behalf to a broker or to other third party with whom the Participant may elect to deposit any Shares acquired under the Plan(whether pursuant to the Award or otherwise).514.Notices.Any notice to be given under the
254、terms of this Award Agreement shall be in writing and addressed to the Company at its principal office to the attention of the Secretary,and to the Participant at the Participants last address reflected on the Companys records,or at such other address as either party may hereafter designate in writi
255、ng to the other.Any such notice shall be given only when received,but if the Participant is no longer an employee of the Company,shall be deemed to have been duly given by the Company when enclosed in a properly sealed envelope addressed as aforesaid,registered or certified,and deposited(postage and
256、 registry or certification fee prepaid)in a post office or branch post office regularly maintained by the United States Government.15.Plan.The Award and all rights of the Participant under this Award Agreement are subject to the terms and conditions of the provisions of the Plan,incorporated herein
257、by reference.The Participant agrees to be bound by the terms of the Plan and this Award Agreement.The Participant acknowledges having read and understood the Plan,the Prospectus for the Plan,and this Award Agreement.Unless otherwise expressly provided in other sections of this Award Agreement,provis
258、ions of the Plan that confer discretionary authority on the Board or the Committee do not(and shall not be deemed to)create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Committee so conferred by appropriat
259、e action of the Board or the Committee under the Plan after the date hereof.16.Entire Agreement.This Award Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements,written or oral,of the parties hereto with respect to the subject matter he
260、reof.The Plan and this Award Agreement may be amended pursuant to Section15 of the Plan.Such amendment must be in writing and signed by the Company.The Company may,however,unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Part
261、icipant hereunder,but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.17.Limitation on the Participants Rights.Participation in the Plan confers no rights or interests other than as herein provided.This Award A
262、greement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust.Neither the Plan nor any underlying program,in and of itself,has any assets.The Participant shall have only the rights of a general unsecured creditor of the
263、 Company with respect to amounts credited and benefits payable,if any,with respect to the RSUs,and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to RSUs,as and when payable hereunder.18.Section Headings.The section headings of this Award Agreemen
264、t are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.19.Governing Law.This Award Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California and applicable U.S.federal laws without regard to confl
265、ict of law principles thereunder.20.Choice of Venue.For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement,the parties hereby submit to the exclusive jurisdiction of the State of California and ag
266、ree that such litigation shall be conducted only in the courts of Santa Clara County,California,or the federal courts for the Northern District of California,and no other courts,where this grant is made or to be performed.21.Construction.It is intended that the terms of the Award will not result in
267、the imposition of any tax liability pursuant to Section 409A of the Code.This Award Agreement shall be construed and interpreted with that intent.622.Severability.The provisions of this Award Agreement are severable and if any one of more provisions are determined to be illegal or otherwise unenforc
268、eable,in whole or in part,the remaining provisions shall nevertheless be binding and enforceable.23.Imposition of Other Requirements.The Company reserves the right to impose other requirements on the Participants participation in the Plan,on the RSUs and on any Shares acquired under the Plan,to the
269、extent the Company determines it is necessary or advisable for legal or administrative reasons,and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.7APPLE INC.2022 EMPLOYEE STOCK PLANRESTRICTED STOCK UNIT AWARD AGREEMENTPE
270、RFORMANCE AWARDNOTICE OF GRANTName:(the“Participant”)Employee ID:Grant Number:Target No.of Units Subject to Award:Award Date:(the“Award Date”)Vesting Date:Performance Period:This restricted stock unit award(the“Award”)is granted under and governed by the terms and conditions of the Apple Inc.2022 Em
271、ployee Stock Plan and the Terms and Conditions of Restricted Stock Unit Award-Performance Award(including Exhibit A thereto),which are incorporated herein by reference.You do not have to accept the Award.If you wish to decline your Award,you should promptly notify Apple Inc.s Stock Plan Group of you
272、r decision at .If you do not provide such notification by the last day of the calendar month prior to the Vesting Date,you will be deemed to have accepted your Award on the terms and conditions set forth herein.Exhibit 10.2APPLE INC.2022 EMPLOYEE STOCK PLANRESTRICTED STOCK UNIT AWARD AGREEMENTTERMS
273、AND CONDITIONS OF RESTRICTED STOCK UNIT AWARDPERFORMANCE AWARD1.General.These Terms and Conditions of Restricted Stock Unit Award-Performance Award(these“Terms”)apply to a particular restricted stock unit award(the“Award”)granted by Apple Inc.,a California corporation(the“Company”),and are incorpora
274、ted by reference in the Notice of Grant(the“Grant Notice”)corresponding to that particular grant.The recipient of the Award identified in the Grant Notice is referred to as the“Participant.”The effective date of grant of the Award as set forth in the Grant Notice is referred to as the“Award Date.”Th
275、e Award was granted under and is subject to the provisions of the Apple Inc.2022 Employee Stock Plan,as amended from time to time(the“Plan”).Capitalized terms are defined in the Plan if not defined herein.The Award is discretionary and has been granted to the Participant in addition to,and not in li
276、eu of,any other form of compensation otherwise payable or to be paid to the Participant.The Grant Notice and these Terms(including Exhibit A hereto,incorporated herein by this reference)are collectively referred to as the“Award Agreement”applicable to the Award.2.RSUs.As used herein,the term“RSU”sha
277、ll mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding Share solely for purposes of the Plan and this Award Agreement.The RSUs shall be used solely as a device for the determination of the payment to eventually be made to the Participant
278、 if such RSUs vest pursuant to this Award Agreement.The RSUs shall not be treated as property or as a trust fund of any kind.3.Vesting.Subject to Sections 4 and 8 below,the Award shall vest and become nonforfeitable as set forth in the Grant Notice and Exhibit A hereto.(The vesting date set forth in
279、 the Grant Notice is referred to herein as a“Vesting Date”).4.Continuance of Employment.Except as provided in this Section 4 and in Section 8 below,vesting of the Award requires continued active employment or service through the Vesting Date as a condition to the vesting of the Award and the rights
280、and benefits under this Award Agreement.Employment or service for only a portion of the vesting period,even if a substantial portion,will not entitle the Participant to any proportionate vesting of the Award.For purposes of this Award Agreement,active service shall include(a)the duration of an appro
281、ved leave of absence(other than a personal leave of absence)and(b)the first thirty(30)days of an approved personal leave of absence,in each case as approved by the Company,in its sole discretion.The vesting of the Award shall be tolled beginning on the thirty-first(31st)day of a personal leave of ab
282、sence.Nothing contained in this Award Agreement or the Plan constitutes an employment or service commitment by the Company,affects the Participants status as an employee at will who is subject to termination with or without cause,confers upon the Participant any right to remain employed by or in ser
283、vice to the Company or any Subsidiary,interferes in any way with the right of the Company or any Subsidiary at any time to terminate such employment or services,or affects the right of the Company or any Subsidiary to increase or decrease the Participants other compensation or benefits.Nothing in th
284、is Section 4,however,is intended to adversely affect any independent contractual right of the Participant without the Participants consent thereto.15.Dividend and Voting Rights.(a)Limitations on Rights Associated with RSUs.The Participant shall have no rights as a shareholder of the Company,no divid
285、end rights(except as expressly provided in Section 5(b)with respect to Dividend Equivalent Rights)and no voting rights,with respect to the RSUs or any Shares underlying or issuable in respect of such RSUs until such Shares are actually issued to and held of record by the Participant.No adjustments w
286、ill be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the book entry evidencing such Shares.(b)Dividend Equivalent Rights Distributions.As of any date that the Company pays an ordinary cash dividend on its Shares,the Company shall credit
287、the Participant with a dollar amount equal to(i)the per share cash dividend paid by the Company on its Shares on such date,multiplied by(ii)the total target number of RSUs(with such total number adjusted pursuant to Section 11 of the Plan)subject to the Award that are outstanding immediately prior t
288、o the record date for that dividend(a“Dividend Equivalent Right”).Any Dividend Equivalent Rights credited pursuant to the foregoing provisions of this Section 5(b)shall be subject to the same vesting,payment and other terms,conditions and restrictions as the original RSUs to which they relate,includ
289、ing the obligation to satisfy the Tax-Related Items;provided,however,that the amount of any vested Dividend Equivalent Rights shall be paid in cash.For purposes of clarity,the percentage of the Dividend Equivalent Rights that are paid will correspond to the percentage of the total target number of R
290、SUs that vest on the Vesting Date,after giving effect to Exhibit A.No crediting of Dividend Equivalent Rights shall be made pursuant to this Section 5(b)with respect to any RSUs which,immediately prior to the record date for that dividend,have either been paid pursuant to Section 7 or terminated pur
291、suant to Section 8 or Exhibit A.6.Restrictions on Transfer.Except as provided in Section 4(c)of the Plan,the Award,the Dividend Equivalent Rights and any interest therein or amount or Shares payable in respect thereof shall not be sold,assigned,transferred,pledged or otherwise disposed of,alienated
292、or encumbered,either voluntarily or involuntarily.7.Timing and Manner of Payment of RSUs.On or as soon as administratively practical following the Vesting Date pursuant to Section 3 or Section 8(and in all events not later than two and one-half(2)months after such Vesting Date),the Company shall del
293、iver to the Participant a number of Shares(either by delivering one or more certificates for such Shares or by entering such Shares in book entry form,as determined by the Company in its discretion)equal to the number of RSUs subject to the Award that vest(or,in the case of the Participants Retireme
294、nt,death or Disability,are treated as vesting)on the Vesting Date,less Tax-Related Items,unless such RSUs terminate prior to the Vesting Date pursuant to Section 8.The Companys obligation to deliver Shares or otherwise make payment with respect to vested RSUs is subject to the condition precedent th
295、at the Participant or other person entitled under the Plan to receive any Shares with respect to the vested RSUs deliver to the Company any representations or other documents or assurances required pursuant to Section 13(c)of the Plan.The Participant shall have no further rights with respect to any
296、RSUs that are paid or that terminate pursuant to Section 8.8.Effect of Termination of Service.(a)Except as expressly provided in Section 4 or this Section 8,the Participants RSUs(as well as the related Dividend Equivalent Rights)shall terminate to the extent such RSUs have not become vested prior to
297、 the Participants Termination of Service,meaning the first date the Participant is no longer employed by or providing services to the Company or one of its Subsidiaries(the“Severance Date”),regardless of the reason for the Participants Termination of Service,whether with or without cause,voluntarily
298、 or involuntarily or whether the Participant was employed or provided services for a portion of the vesting period prior to a Vesting Date.2(b)Notwithstanding the foregoing,and except as otherwise provided by the Committee,in the event of the Participants Termination of Service due to the Participan
299、ts Retirement(defined below)on or after the first anniversary of the Award Date,death or Disability,any unvested RSUs shall continue to be eligible to vest on the Vesting Date without regard to the Participants Termination of Service.For purposes of this Award Agreement,“Retirement”means the Partici
300、pants Termination of Service on or after the Participant both has reached the age of sixty(60)and has completed ten(10)years of service with the Company,or any Subsidiary(including service with any entity acquired by the Company),as of the Severance Date,as determined in the sole discretion of the C
301、ommittee.In the event the Participants Termination of Service occurs due to Retirement prior to the first anniversary of the Award Date,this Section 8(b)shall not apply,unless the Committee shall otherwise determine.(c)If any unvested RSUs are terminated pursuant to this Award Agreement,such RSUs(as
302、 well as the related Dividend Equivalent Rights)shall automatically terminate and be cancelled as of the applicable Severance Date(or,to the extent that any RSUs remain outstanding following the Severance Date by reason of Section 8(b)but the applicable performance-based vesting conditions are not s
303、atisfied,such RSUs shall automatically terminate and be cancelled as of the Vesting Date,as provided in Exhibit A)without payment of any consideration by the Company and without any other action by the Participant,or the Participants beneficiary or personal representative,as the case may be.9.Recoup
304、ment.Notwithstanding any other provision herein,the Award and any Shares or other amount or property that may be issued,delivered or paid in respect of the Award,as well as any consideration that may be received in respect of a sale or other disposition of any such Shares or property,shall be subjec
305、t to any recoupment,“clawback”or similar provisions of applicable law.In addition,the Company may require the Participant to deliver or otherwise repay to the Company the Award and any Shares or other amount or property that may be issued,delivered or paid in respect of the Award,as well as any cons
306、ideration that may be received in respect of a sale or other disposition of any such Shares or property,if the Company reasonably determines that one or more of the following has occurred:(a)during the period of the Participants employment or service with the Company or any of its Subsidiaries(the“E
307、mployment Period”),the Participant has committed a felony(under the laws of the United States or any relevant state,or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction);(b)during the Employment Period or at any time thereafter,the Participant has committed or
308、 engaged in a breach of confidentiality,or an unauthorized disclosure or use of inside information,customer lists,trade secrets or other confidential information of the Company or any of its Subsidiaries;(c)during the Employment Period or at any time thereafter,the Participant has committed or engag
309、ed in an act of theft,embezzlement or fraud,or materially breached any agreement to which the Participant is a party with the Company or any of its Subsidiaries.For purposes of the foregoing,the Participant expressly and explicitly authorizes the Company to issue instructions,on the Participants beh
310、alf,to any brokerage firm and/or third party administrator engaged by the Company to hold the Participants Shares and other amounts acquired under the Plan to re-convey,transfer or otherwise return such Shares and/or other amounts to the Company.This Section 9 is not the Companys exclusive remedy wi
311、th respect to such matters.10.Adjustments Upon Specified Events.Upon the occurrence of certain events relating to the Companys stock contemplated by Section 11 of the Plan(including,without limitation,an extraordinary cash dividend on such stock),the Committee shall make adjustments in accordance wi
312、th such section in the number of RSUs then outstanding and the number and kind of securities that may be 3issued in respect of the Award.No such adjustment shall be made with respect to any ordinary cash dividend for which Dividend Equivalent Rights are credited pursuant to Section 5(b).11.Responsib
313、ility for Taxes.The Participant acknowledges that,regardless of any action the Company and/or the Participants employer(“Employer”)take with respect to any Tax-Related Items,the ultimate liability for all Tax-Related Items is and remains the Participants responsibility and may exceed the amount,if a
314、ny,actually withheld by the Company or the Employer.The Participant further acknowledges that the Company and/or the Employer(i)make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Award,including the grant of the RSUs,the vest
315、ing of the RSUs,the delivery of Shares,the subsequent sale of any Shares acquired at vesting and the receipt of any dividends and/or Dividend Equivalent Rights;and(ii)do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Award to reduce or eliminate th
316、e Participants liability for Tax-Related Items or achieve any particular tax result.Further,if the Participant is or becomes subject to tax in more than one jurisdiction,the Participant acknowledges that the Company and/or the Employer(or former employer,as applicable)may be required to withhold or
317、account for Tax-Related Items in more than one jurisdiction.Prior to the relevant taxable or tax withholding event,as applicable,the Participant shall pay or make arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items.In this regard,the Participant authorizes t
318、he Company and/or the Employer,or their respective agents,at their discretion and pursuant to such procedures as they may specify from time to time,to satisfy any applicable withholding obligations with regard to all Tax-Related Items by one or a combination of the following:(a)withholding from any
319、wages or other cash compensation,including short-term cash incentives,payable to the Participant by the Company and/or the Employer;(b)withholding otherwise deliverable Shares and/or from otherwise payable Dividend Equivalent Rights to be issued or paid upon vesting/settlement of the Award;(c)arrang
320、ing for the sale of Shares otherwise deliverable to the Participant(on the Participants behalf and at the Participants direction pursuant to this authorization),including selling Shares as part of a block trade with other Participants in the Plan;(d)withholding from the proceeds of the sale of Share
321、s acquired upon vesting/settlement of the Award;or(e)any other method of withholding determined by the Company to be permitted under the Plan and,to the extent required by Applicable Law or under the Plan,approved by the Committee.Notwithstanding the foregoing,if the Participant is an officer of the
322、 Company who is subject to Section 16 of the Exchange Act,then theCompany must satisfy any withholding obligations arising upon the occurrence of a taxable or tax withholding event,as applicable,by withholding Shares otherwise deliverable or an amount otherwise payable upon settlement of Dividend Eq
323、uivalent Rights pursuant to method(b),unless theBoard or the Committee determines in its discretion to satisfy the obligation for Tax-Related Items by one or a combination of methods(a),(b),(c),and(d)above.The Company may withhold or account for Tax-Related Items by considering statutory withholding
324、 amounts or other withholding rates,including maximum rates applicable in the Participants jurisdictions(s).If the maximum rate is used,any over-withheld amount may be refunded to the Participant in cash by the Company or Employer(with no entitlement to the Share equivalent)or if not refunded,the Pa
325、rticipant may seek a refund from the local tax authorities.In the event of under-withholding,the Participant may be required to pay additional Tax-Related Items directly to the applicable tax authority or to 4the Company or Employer.If the obligation for Tax-Related Items is satisfied by withholding
326、 a number of Shares as described herein,for tax purposes,the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs,notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.The Company may refuse to issue
327、 or deliver to the Participant any Shares or the proceeds of the sale of Shares if the Participant fails to comply with the Participants obligations in connection with the Tax-Related Items.12.Electronic Delivery and Acceptance.The Company may,in its sole discretion,deliver any documents related to
328、the Award by electronic means or request the Participants consent to participate in the Plan by electronic means.The Participant hereby consents to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line(and/or voice activated)system established
329、and maintained by the Company or a third party vendor designated by the Company.13.Data Privacy.The Participant acknowledges and consents to the collection,use,processing and transfer of personal data as described in this Section 13.The Company,its related entities,and the Employer hold certain pers
330、onal information about the Participant,including the Participants name,home address and telephone number,email address,date of birth,social security number or other employee identification number,salary,nationality,job title,any Shares or directorships held in the Company,details of all RSUs or any
331、other entitlement to Shares or equivalent benefits awarded,canceled,purchased,vested,unvested or outstanding in the Participants favor,for the purpose of managing and administering the Plan(“Data”).The Company and its related entities may transfer Data amongst themselves as necessary for the purpose
332、 of implementation,administration and management of the Participants participation in the Plan,and the Company and its related entities may each further transfer Data to any third parties assisting the Company or any such related entity in the implementation,administration and management of the Plan
333、.The Participant acknowledges that the transferors and transferees of such Data may be located anywhere in the world and hereby authorizes each of them to receive,possess,use,retain and transfer the Data,in electronic or other form,for the purposes of implementing,administering and managing the Participants participation in the Plan,including any transfer of such Data as may be required for the a