Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Based on an evaluation under the supervision and with the participation of the Company’s management, the Company’s principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act were effective as of September 28, 2024 to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Inherent Limitations over Internal Controls
The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. The Company’s internal control over financial reporting includes those policies and procedures that:
(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; and
(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. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management’s Annual Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on the Company’s assessment, management has concluded that its internal control over financial reporting was effective as of September 28, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP. The Company’s independent registered public accounting firm, Ernst & Young LLP, has issued an audit report on the Company’s internal control over financial reporting, which appears in Part II, Item 8 of this Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the fourth quarter of 2024, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Apple Inc. | 2024 Form 10-K | 51
Item 9B. Other Information
Insider Trading Arrangements
On August 27, 2024 , Deirdre O’Brien , the Company’s Senior Vice President, Retail , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the sale, subject to certain price limits, of shares vesting between April 1, 2025 and October 1, 2026, pursuant to certain equity awards granted to Ms. O’Brien, excluding any shares withheld by the Company to satisfy income tax withholding and remittance obligations. Ms. O’Brien’s plan will expire on December 31, 2026 , subject to early termination in accordance with the terms of the plan.
On August 29, 2024 , Jeff Williams , the Company’s Chief Operating Officer , entered into a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. The plan provides for the sale, subject to certain price limits, of up to 100,000 shares of common stock, as well as shares vesting between April 1, 2025 and October 1, 2025, pursuant to certain equity awards granted to Mr. Williams, excluding any shares withheld by the Company to satisfy income tax withholding and remittance obligations. Mr. Williams’ plan will expire on December 15, 2025 , subject to early termination in accordance with the terms of the plan.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all Company personnel, including directors, officers, employees, and other covered persons. The Company also follows procedures for the repurchase of its securities. The Company believes that its insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
The remaining information required by this Item will be included in the Company’s definitive proxy statement to be filed with the SEC within 120 days after September 28, 2024, in connection with the solicitation of proxies for the Company’s 2025 annual meeting of shareholders (the “2025 Proxy Statement”), and is incorporated herein by reference.
Item 11. Executive Compensation
The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
The information required by this Item will be included in the 2025 Proxy Statement, and is incorporated herein by reference.
Apple Inc. | 2024 Form 10-K | 52
PART IV
Item 15. Exhibit and Financial Statement Schedules
(a) Documents filed as part of this report
(1) All financial statements
Index to Consolidated Financial Statements Page
Consolidated Statements of Operations for the years ended September 28, 2024, September 30, 2023 and September 24, 2022
29
Consolidated Statements of Comprehensive Income for the years ended September 28, 2024, September 30, 2023 and September 24, 2022
30
Consolidated Balance Sheets as of September 28, 2024 and September 30, 2023
31
Consolidated Statements of Shareholders’ Equity for the years ended September 28, 2024, September 30, 2023 and September 24, 2022
32
Consolidated Statements of Cash Flows for the years ended September 28, 2024, September 30, 2023 and September 24, 2022
33
Notes to Consolidated Financial Statements
34
Reports of Independent Registered Public Accounting Firm*
48
* Ernst & Young LLP, PCAOB Firm ID No. 000 42 .
(2) Financial Statement Schedules
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes included in this Form 10-K.
(3) Exhibits required by Item 601 of Regulation S-K (1)
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date/
Period End Date
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 August 20, 2024.
8-K 3.2 8/23/24
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.
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
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
Apple Inc. | 2024 Form 10-K | 53
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date/
Period End Date
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.
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.
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 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
4.18
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
4.19
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
4.20
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
4.21
Officer’s Certificate of the Registrant, dated as of November 15, 2019, including forms of global notes representing the 0.000% Notes due 2025 and 0.500% Notes due 2031.
8-K 4.1 11/15/19
4.22
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
4.23
Officer’s Certificate of the Registrant, dated as of August 20, 2020, including forms of global notes representing the 0.550% Notes due 2025, 1.25% Notes due 2030, 2.400% Notes due 2050 and 2.550% Notes due 2060.
8-K 4.1 8/20/20
4.24
Officer’s Certificate of the Registrant, dated as of February 8, 2021, including forms of global notes representing the 0.700% Notes due 2026, 1.200% Notes due 2028, 1.650% Notes due 2031, 2.375% Notes due 2041, 2.650% Notes due 2051 and 2.800% Notes due 2061.
8-K 4.1 2/8/21
4.25
Officer’s Certificate of the Registrant, dated as of August 5, 2021, including forms of global notes representing the 1.400% Notes due 2028, 1.700% Notes due 2031, 2.700% Notes due 2051 and 2.850% Notes due 2061.
8-K 4.1 8/5/21
4.26
Indenture, dated as of October 28, 2021, between the Registrant and The Bank of New York Mellon Trust Company, N.A., as Trustee.
S-3 4.1 10/29/21
4.27
Officer’s Certificate of the Registrant, dated as of August 8, 2022, including forms of global notes representing the 3.250% Notes due 2029, 3.350% Notes due 2032, 3.950% Notes due 2052 and 4.100% Notes due 2062.
8-K 4.1 8/8/22
Apple Inc. | 2024 Form 10-K | 54
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date/
Period End Date
4.28
Officer’s Certificate of the Registrant, dated as of May 10, 2023, including forms of global notes representing the 4.421% Notes due 2026, 4.000% Notes due 2028, 4.150% Notes due 2030, 4.300% Notes due 2033 and 4.850% Notes due 2053.
8-K 4.1 5/10/23
4.29*
Apple Inc. Deferred Compensation Plan.
S-8 4.1 8/23/18
10.1* Apple Inc. 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 November 9, 2021.
10-Q 10.1 12/25/21
10.4* Apple Inc. 2014 Employee Stock Plan, as amended and restated as of October 1, 2017.
10-K 10.8 9/30/17
10.5* 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
10.6*
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
10.7*
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
10.8*
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
10.9*
Form of Restricted Stock Unit Award Agreement under 2014 Employee Stock Plan effective as of August 18, 2020.
10-K 10.16 9/26/20
10.10*
Form of Performance Award Agreement under 2014 Employee Stock Plan effective as of August 18, 2020.
10-K 10.17
9/26/20
10.11*
Form of CEO Restricted Stock Unit Award Agreement under 2014 Employee Stock Plan effective as of September 27, 2020.
10-Q 10.1 12/26/20
10.12*
Form of CEO Performance Award Agreement under 2014 Employee Stock Plan effective as of September 27, 2020.
10-Q 10.2
12/26/20
10.13*
Apple Inc. 2022 Employee Stock Plan.
8-K 10.1 3/4/22
10.14*
Form of Restricted Stock Unit Award Agreement under 2022 Employee Stock Plan effective as of March 4, 2022.
8-K 10.2 3/4/22
10.15*
Form of Performance Award Agreement under 2022 Employee Stock Plan effective as of March 4, 2022.
8-K 10.3 3/4/22
10.16*
Apple Inc. Executive Cash Incentive Plan.
8-K 10.1 8/19/22
10.17*
Form of CEO Restricted Stock Unit Award Agreement under 2022 Employee Stock Plan effective as of September 25, 2022.
10-Q 10.1 12/31/22
10.18*
Form of CEO Performance Award Agreement under 2022 Employee Stock Plan effective as of September 25, 2022.
10-Q 10.2 12/31/22
10.19*, **
Form of Restricted Stock Unit Award Agreement under 2022 Employee Stock Plan effective as of September 29, 2024.
10.20*, **
Form of Performance Award Agreement under 2022 Employee Stock Plan effective as of September 29, 2024.
10.21*, **
Form of CEO Restricted Stock Unit Award Agreement under 2022 Employee Stock Plan effective as of September 29, 2024.
10.22*, **
Form of CEO Performance Award Agreement under 2022 Employee Stock Plan effective as of September 29, 2024.
19.1**
I nsider Trading Policy
21.1** Subsidiaries of the Registrant.
23.1** Consent of Independent Registered Public Accounting Firm.
24.1** Power of Attorney (included on the Signatures page of this Annual Report on Form 10-K).
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 Certifications of Chief Executive Officer and Chief Financial Officer.
97.1*, **
Rule 10D-1 Reco very Pol icy
Apple Inc. | 2024 Form 10-K | 55
Incorporated by Reference
Exhibit Number Exhibit Description Form Exhibit Filing Date/
Period End Date
101** Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.
104** Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set.
* Indicates management contract or compensatory plan or arrangement.
** Filed herewith.
*** Furnished herewith.
(1) Certain instruments defining the rights of holders of long-term debt securities of the Registrant are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Registrant hereby undertakes to furnish to the SEC, upon request, copies of any such instruments.
Item 16. Form 10-K Summary
None.
Apple Inc. | 2024 Form 10-K | 56
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 1, 2024
Apple Inc.
By: /s/ Luca Maestri
Luca Maestri
Senior Vice President,
Chief Financial Officer
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Timothy D. Cook and Luca Maestri, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
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. Cook Chief Executive Officer and Director
(Principal Executive Officer) November 1, 2024
TIMOTHY D. COOK
/s/ Luca Maestri Senior Vice President, Chief Financial Officer
(Principal Financial Officer) November 1, 2024
LUCA MAESTRI
/s/ Chris Kondo Senior Director of Corporate Accounting
(Principal Accounting Officer) November 1, 2024
CHRIS KONDO
/s/ Wanda Austin
Director November 1, 2024
WANDA AUSTIN
/s/ Alex Gorsky Director November 1, 2024
ALEX GORSKY
/s/ Andrea Jung Director November 1, 2024
ANDREA JUNG
/s/ Arthur D. Levinson Director and Chair of the Board November 1, 2024
ARTHUR D. LEVINSON
/s/ Monica Lozano Director November 1, 2024
MONICA LOZANO
/s/ Ronald D. Sugar Director November 1, 2024
RONALD D. SUGAR
/s/ Susan L. Wagner Director November 1, 2024
SUSAN L. WAGNER
Apple Inc. | 2024 Form 10-K | 57