What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2020-10-30 compared with 2019-10-31 · 80 added, 42 removed, 112 unchanged (52% of the section changed)

6 unchanged sentences

The Company’s internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors;

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors;

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management, including the Company’s Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud.

13 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by this Item is set forth under the headings “Corporate Governance,” “Directors,” “Executive Officers” and “Other Information—Security Ownership of Certain Beneficial Owners and Management” in the Company’s 2020 Proxy Statement to be filed with the SEC within 120 days after September 28, 2019 in connection with the solicitation of proxies for the Company’s 2020 annual meeting of shareholders, and is incorporated herein by reference.

The information required by this Item is set forth under the headings “Corporate Governance,” “Directors,” “Executive Officers” and, if applicable, “Other Information—Security Ownership of Certain Beneficial Owners and Management” in the Company’s 2021 Proxy Statement to be filed with the SEC within 120 days after September 26, 2020 in connection with the solicitation of proxies for the Company’s 2021 annual meeting of shareholders, and is incorporated herein by reference.

Executive Compensation

The information required by this Item is set forth under the heading “Executive Compensation,” under the subheadings “Board Oversight of Risk Management” and “Compensation Committee Interlocks and Insider Participation” under the heading “Corporate Governance” and under the subheadings “Compensation of Directors” and “Director Compensation— 2019 ” under the heading “Directors” in the Company’s 2020 Proxy Statement to be filed with the SEC within 120 days after September 28, 2019 , and is incorporated herein by reference.

The information required by this Item is set forth under the heading “Executive Compensation,” under the subheadings “Board Oversight of Risk Management” and, if applicable, “Compensation Committee Interlocks and Insider Participation” under the heading “Corporate Governance” and under the subheadings “Compensation of Directors” and “Director Compensation—2020” under the heading “Directors” in the Company’s 2021 Proxy Statement to be filed with the SEC within 120 days after September 26, 2020, and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

1 unchanged sentence

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is set forth under the subheadings “Board Committees”, “Review, Approval, or Ratification of Transactions with Related Persons” and “Transactions with Related Persons” under the heading “Corporate Governance” in the Company’s 2020 Proxy Statement to be filed with the SEC within 120 days after September 28, 2019 , and is incorporated herein by reference.

Principal Accounting Fees and Services

The information required by this Item is set forth under the subheadings “Role of the Board of Directors,” “Board Committees”, “Review, Approval, or Ratification of Transactions with Related Persons” and “Transactions with Related Persons” under the heading “Corporate Governance” in the Company’s 2021 Proxy Statement to be filed with the SEC within 120 days after September 26, 2020, and is incorporated herein by reference.

Principal Accountant Fees and Services

The information required by this Item is set forth under the subheadings “Fees Paid to Auditors” and “Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services Performed by the Independent Registered Public Accounting Firm” under the proposal “Ratification of Appointment of Independent Registered Public Accounting Firm” in the Company’s 2021 Proxy Statement to be filed with the SEC within 120 days after September 26, 2020, and is incorporated herein by reference.

| 2020 Form 10-K | 63

Exhibits, Financial Statement Schedules

Documents filed as part of this report

Exhibit and Financial Statement Schedules

(a) Documents filed as part of this report

(1) All financial statements

Index to Consolidated Financial Statements

Index to Consolidated Financial Statements Page

Consolidated Statements of Operations for the years ended September 26, 2020, September 28, 2019 and September 29, 2018

10 unchanged sentences

Incorporated by Reference

Exhibit Number

Exhibit Description

Exhibit Number Exhibit Description Form Exhibit Filing Date/

Period End Date

Restated Articles of Incorporation of the Registrant effective as of June 6, 2014.

3.1 Restated Articles of Incorporation of the Registrant filed on August 3 , 2020 .

8-K 3.1 8/7/20

3.2 Amended and Restated Bylaws of the Registrant effective as of December 13, 2016.

8-K 3.2 12/15/16

4.1** Description of Securities of the Registrant.

4.2 Indenture, dated as of April 29, 2013, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee.

S-3 4.1 4/29/13

4.3 Officer’s Certificate of the Registrant, dated as of May 3, 2013, including forms of global notes representing the Floating Rate Notes due 2016, Floating Rate Notes due 2018, 0.45% Notes due 2016, 1.00% Notes due 2018, 2.40% Notes due 2023 and 3.85% Notes due 2043.

8-K 4.1 5/3/13

4.4 Officer’s Certificate of the Registrant, dated as of May 6, 2014, including forms of global notes representing the Floating Rate Notes due 2017, Floating Rate Notes due 2019, 1.05% Notes due 2017, 2.10% Notes due 2019, 2.85% Notes due 2021, 3.45% Notes due 2024 and 4.45% Notes due 2044.

8-K 4.1 5/6/14

4.5 Officer’s Certificate of the Registrant, dated as of November 10, 2014, including forms of global notes representing the 1.000% Notes due 2022 and 1.625% Notes due 2026.

8-K 4.1 11/10/14

4.6 Officer’s Certificate of the Registrant, dated as of February 9, 2015, including forms of global notes representing the Floating Rate Notes due 2020, 1.55% Notes due 2020, 2.15% Notes due 2022, 2.50% Notes due 2025 and 3.45% Notes due 2045.

8-K 4.1 2/9/15

4.7 Officer’s Certificate of the Registrant, dated as of May 13, 2015, including forms of global notes representing the Floating Rate Notes due 2017, Floating Rate Notes due 2020, 0.900% Notes due 2017, 2.000% Notes due 2020, 2.700% Notes due 2022, 3.200% Notes due 2025, and 4.375% Notes due 2045.

Officer’s Certificate of the Registrant, dated as of June 10, 2015, including forms of global notes representing the 0.350% Notes due 2020.

8-K 4.1 5/13/15

4.8 Officer’s Certificate of the Registrant, dated as of July 31, 2015, including forms of global notes representing the 3.05% Notes due 2029 and 3.60% Notes due 2042.

8-K 4.1 7/31/15

| 2020 Form 10-K | 64

Incorporated by Reference

Exhibit Number

Exhibit Description

Exhibit Number Exhibit Description Form Exhibit Filing Date/

Period End Date

Officer’s Certificate of the Registrant, dated as of July 31, 2015, including forms of global notes representing the 3.05% Notes due 2029 and 3.60% Notes due 2042.

4.9 Officer’s Certificate of the Registrant, dated as of September 17, 2015, including forms of global notes representing the 1.375% Notes due 2024 and 2.000% Notes due 2027.

8-K 4.1 9/17/15

4.10 Officer’s Certificate of the Registrant, dated as of February 23, 2016, including forms of global notes representing the Floating Rate Notes due 2019, Floating Rate Notes due 2021, 1.300% Notes due 2018, 1.700% Notes due 2019, 2.250% Notes due 2021, 2.850% Notes due 2023, 3.250% Notes due 2026, 4.500% Notes due 2036 and 4.650% Notes due 2046.

8-K 4.1 2/23/16

4.11 Supplement No.

1 to the Officer’s Certificate of the Registrant, dated as of March 24, 2016.

Officer’s Certificate of the Registrant, dated as of June 22, 2016, including form of global note representing 4.15% Notes due 2046.

8-K 4.1 3/24/16

4.12 Officer’s Certificate of the Registrant, dated as of August 4, 2016, including forms of global notes representing the Floating Rate Notes due 2019, 1.100% Notes due 2019, 1.550% Notes due 2021, 2.450% Notes due 2026 and 3.850% Notes due 2046.

8-K 4.1 8/4/16

4.13 Officer’s Certificate of the Registrant, dated as of February 9, 2017, including forms of global notes representing the Floating Rate Notes due 2019, Floating Rate Notes due 2020, Floating Rate Notes due 2022, 1.550% Notes due 2019, 1.900% Notes due 2020, 2.500% Notes due 2022, 3.000% Notes due 2024, 3.350% Notes due 2027 and 4.250% Notes due 2047.

Officer’s Certificate of the Registrant, dated as of March 3, 2017, including form of global note representing 4.300% Notes due 2047.

8-K 4.1 2/9/17

4.14 Officer’s Certificate of the Registrant, dated as of May 11, 2017, including forms of global notes representing the Floating Rate Notes due 2020, Floating Rate Notes due 2022, 1.800% Notes due 2020, 2.300% Notes due 2022, 2.850% Notes due 2024 and 3.200% Notes due 2027.

8-K 4.1 5/11/17

4.15 Officer’s Certificate of the Registrant, dated as of May 24, 2017, including forms of global notes representing the 0.875% Notes due 2025 and 1.375% Notes due 2029.

8-K 4.1 5/24/17

4.16 Officer’s Certificate of the Registrant, dated as of June 20, 2017, including form of global note representing the 3.000% Notes due 2027.

8-K 4.1 6/20/17

4.17 Officer’s Certificate of the Registrant, dated as of August 18, 2017, including form of global note representing the 2.513% Notes due 2024.

8-K 4.1 8/18/17

4.18 Officer’s Certificate of the Registrant, dated as of September 12, 2017, including forms of global notes representing the 1.500% Notes due 2019, 2.100% Notes due 2022, 2.900% Notes due 2027 and 3.750% Notes due 2047.

8-K 4.1 9/12/17

4.19 Officer’s Certificate of the Registrant, dated as of November 13, 2017, including forms of global notes representing the 1.800% Notes due 2019, 2.000% Notes due 2020, 2.400% Notes due 2023, 2.750% Notes due 2025, 3.000% Notes due 2027 and 3.750% Notes due 2047.

8-K 4.1 11/13/17

4.20 Indenture, dated as of November 5, 2018, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee.

S-3 4.1 11/5/18

4.21 Officer’s Certificate of the Registrant, dated as of September 11, 2019, including forms of global notes representing the 1.700% Notes due 2022, 1.800% Notes due 2024, 2.050% Notes due 2026, 2.200% Notes due 2029 and 2.950% Notes due 2049.

8-K 4.1 9/11/19

4.22 Officer’s Certificate of the Registrant, dated as of No vember 15, 2019 , including forms of global notes representing the 0.000 % Notes due 202 5 and 0.500 % Notes due 20 31 .

8-K 4.1 11/15/19

4.23 Officer’s Certificate of the Registrant, dated as of May 11, 2020, including forms of global notes representing the 0.750% Notes due 2023, 1.125% Notes due 2025, 1.650% Notes due 2030 and 2.650% Notes due 2050.

8-K 4.1 5/11/20

4.24 Officer’s Certificate of the Registrant, dated as of August 20 , 2020, including forms of global notes representing the 0.550 % Notes due 202 5 , 1.

25% Notes due 20 30 , 2.40 0% Notes due 20 5 0 and 2.

5 50% Notes due 20 6 0.

8-K 4.1 8/20/20

4.25* Apple Inc.

Deferred Compensation Plan.

S-8 4.1 8/23/18

10.1* Employee Stock Purchase Plan, as amended and restated as of March 10, 2015.

8-K 10.1 3/13/15

10.2* Form of Indemnification Agreement between the Registrant and each director and executive officer of the Registrant.

10-Q 10.2 6/27/09

10.3* Apple Inc.

Non-Employee Director Stock Plan, as amended and restated as of February 13, 2018.

8-K 10.1 2/14/18

10.4* 2003 Employee Stock Plan, as amended through February 25, 2010.

Form of Restricted Stock Unit Award Agreement under 2003 Employee Stock Plan effective as of November 16, 2010.

2014 Employee Stock Plan, as amended and restated as of October 1, 2017.

8-K 10.1 3/1/10

| 2020 Form 10-K | 65

Incorporated by Reference

Exhibit Number

Exhibit Description

Exhibit Number Exhibit Description Form Exhibit Filing Date/

Period End Date

10.5* Form of Restricted Stock Unit Award Agreement under 2003 Employee Stock Plan effective as of November 16, 2010.

10-Q 10.10 12/25/10

10.6* 2014 Employee Stock Plan, as amended and restated as of October 1, 2017.

10-K 10.8 9/30/17

10.7* Form of Amendment, effective as of August 26, 2014, to Restricted Stock Unit Award Agreements and Performance Award Agreements outstanding as of August 26, 2014.

Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock Plan effective as of October 5, 2015.

10-K 10.13 9/27/14

10.8* Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock Plan effective as of October 14, 2016.

10-K 10.18 9/24/16

10.9* Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock Plan effective as of September 26, 2017.

10-K 10.20 9/30/17

10.10* Form of Performance Award Agreement under 2014 Employee Stock Plan effective as of September 26, 2017.

10-K 10.21 9/30/17

10.11* Form of Restricted Stock Unit Award Agreement under Non-Employee Director Stock Plan effective as of February 13, 2018.

10-Q 10.2 3/31/18

10.12* Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock Plan effective as of August 21, 2018.

10-K 10.17 9/29/18

10.13* Form of Performance Award Agreement under 2014 Employee Stock Plan effective as of August 21, 2018.

10-K 10.18 9/29/18

10.14* Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock Plan effective as of September 29, 2019.

10-K 10.15 9/28/19

10.15* Form of Performance Award Agreement under 2014 Employee Stock Plan effective as of September 29, 2019.

10-K 10.16 9/28/19

10.16*, ** Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock Plan effective as of August 18 , 20 20 .

10.17*, ** Form of Performance Award Agreement under 2014 Employee Stock Plan effective as of August 18 , 20 20 .

21.1** Subsidiaries of the Registrant.

22 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Name Title Date

/s/ Timothy D.

Chief Executive Officer and Director

(Principal Executive Officer)

October 30, 2019

/s/ Luca Maestri

Senior Vice President, Chief Financial Officer

(Principal Financial Officer)

October 30, 2019

/s/ Chris Kondo

Senior Director of Corporate Accounting

(Principal Accounting Officer)

October 30, 2019

/s/ Andrea Jung

October 30, 2019

Cook Chief Executive Officer and Director

(Principal Executive Officer) October 29, 2020

/s/ Luca Maestri Senior Vice President, Chief Financial Officer

(Principal Financial Officer) October 29, 2020

/s/ Chris Kondo Senior Director of Corporate Accounting

(Principal Accounting Officer) October 29, 2020

Bell Director October 29, 2020

/s/ Al Gore Director October 29, 2020

/s/ Andrea Jung Director October 29, 2020

/s/ Arthur D.

October 30, 2019

Levinson Director October 29, 2020

/s/ Ronald D.

October 30, 2019

Sugar Director October 29, 2020

Wagner Director October 29, 2020

| 2020 Form 10-K | 67

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures