8-K - AAPL - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

April 30, 2020

Date of Report (Date of earliest event reported)

Apple Inc.

(Exact name of Registrant as specified in its charter)

California	001-36743	94-2404110
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)

One Apple Park Way

Cupertino, California 95014

(Address of principal executive offices) (Zip Code)

(408) 996-1010

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	AAPL	The Nasdaq Stock Market LLC
1.000% Notes due 2022	—	The Nasdaq Stock Market LLC
1.375% Notes due 2024	—	The Nasdaq Stock Market LLC
0.000% Notes due 2025	—	The Nasdaq Stock Market LLC
0.875% Notes due 2025	—	The Nasdaq Stock Market LLC
1.625% Notes due 2026	—	The Nasdaq Stock Market LLC
2.000% Notes due 2027	—	The Nasdaq Stock Market LLC
1.375% Notes due 2029	—	The Nasdaq Stock Market LLC
3.050% Notes due 2029	—	The Nasdaq Stock Market LLC
0.500% Notes due 2031	—	The Nasdaq Stock Market LLC
3.600% Notes due 2042	—	The Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If 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. ☐

Item 2.02 Results of Operations and Financial Condition.

On April 30, 2020, Apple Inc. (“Apple”) issued a press release regarding Apple’s financial results for its second fiscal quarter ended March 28, 2020. A copy of Apple’s press release is attached hereto as Exhibit 99.1.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
Exhibit<br><br>Number	Exhibit Description
---	---
99.1	Press release issued by Apple Inc. on April 30, 2020.
104	Inline XBRL for the cover page of this Current Report on Form 8-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	April 30, 2020	Apple Inc.
		By:	/s/ Luca Maestri
			Luca Maestri
			Senior Vice President,<br>Chief Financial Officer

		Exhibit

Exhibit 99.1

Apple Reports Second Quarter Results

Total Revenue Grows, Services Revenue Reaches New All-Time High of $13.3 Billion

CUPERTINO, California — April 30, 2020 — Apple^®^ today announced financial results for its fiscal 2020 second quarter ended March 28, 2020. The Company posted quarterly revenue of $58.3 billion, an increase of 1 percent from the year-ago quarter, and quarterly earnings per diluted share of $2.55, up 4 percent. International sales accounted for 62 percent of the quarter’s revenue.

“Despite COVID-19’s unprecedented global impact, we’re proud to report that Apple grew for the quarter, driven by an all-time record in Services and a quarterly record for Wearables,” said Tim Cook, Apple’s CEO. “In this difficult environment, our users are depending on Apple products in renewed ways to stay connected, informed, creative, and productive. We feel motivated and inspired to not only keep meeting these needs in innovative ways, but to continue giving back to support the global response, from the tens of millions of face masks and custom-built face shields we’ve sent to medical professionals around the world, to the millions we’ve donated to organizations like Global Citizen and America’s Food Fund.”

“We are proud of our Apple teams around the world and how resilient our business and financial performance has been during these challenging times,” said Luca Maestri, Apple’s CFO. “Our active installed base of devices reached an all-time high in all of our geographic segments and all major product categories. We also generated operating cash flow of $13.3 billion during the quarter, up $2.2 billion over a year ago. We are confident in our future and continue to make significant investments in all areas of our business to enrich our customers’ lives and support our long-term plans — including our five-year commitment to contribute $350 billion to the United States economy.”

Apple’s board of directors has declared a cash dividend of $0.82 per share of the Company’s common stock, an increase of 6 percent. The dividend is payable on May 14, 2020 to shareholders of record as of the close of business on May 11, 2020. The board of directors has also authorized an increase of $50 billion to the existing share repurchase program.

Apple will provide live streaming of its Q2 2020 financial results conference call beginning at 2:00 p.m. PT on April 30, 2020 at www.apple.com/investor/earnings-call/. This webcast will also be available for replay for approximately two weeks thereafter.

Apple periodically provides information for investors on its corporate website, apple.com, and its investor relations website, investor.apple.com. This includes press releases and other information about financial performance, reports filed or furnished with the SEC, information on corporate governance, and details related to its annual meeting of shareholders.

This press release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include without limitation those about the Company’s expectations regarding the impact of the COVID-19 pandemic; anticipated revenue, gross margin, operating expenses, other income/(expense), and tax rate; and plans for return of capital. These statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by the forward-looking statements. Risks and uncertainties include without limitation: the effect of the COVID-19 pandemic on the Company’s business, results of operations, financial condition, and stock price; the effect of global and regional economic conditions on the Company’s business, including effects on purchasing decisions by consumers and businesses; the ability of the Company to compete in markets that are highly competitive and subject to rapid technological change; the ability of the Company to manage frequent introductions and transitions of products and services, including delivering to the marketplace, and stimulating customer demand for, new products, services, and technological innovations on a timely basis; the effect that shifts in the mix of products and services and in the geographic, currency, or channel mix, component cost increases, increases in the cost of acquiring and delivering content for the Company’s services, price competition, or the introduction of new products or services, including new products or services with higher cost structures, could have on the Company’s gross margin; the dependency of the Company on the performance of distributors of the Company’s products, including cellular network carriers and other resellers; the risk of write-downs on the value of inventory and other assets and purchase commitment cancellation risk; the continued availability on acceptable terms, or at all, of certain components, services, and new technologies essential to the Company’s business, including components and technologies that may only be available from single or limited sources; the dependency of the Company on manufacturing and logistics services provided by third parties, many of which are located outside of the US and which may affect the quality, quantity, or cost of products manufactured or services rendered to the Company; the effect of product and services design and manufacturing defects on the Company’s financial performance and reputation; the dependency of the Company on third-party intellectual property and digital content, which may not be available to the Company on commercially reasonable terms or at all; the dependency of the Company on support from third-party software developers to develop and maintain software applications and services for the Company’s products; the impact of unfavorable legal proceedings, such as a potential finding that the Company has infringed on the intellectual property rights of others; the impact of complex and changing laws and regulations worldwide, which expose the Company to potential liabilities, increased costs, and other adverse effects on the Company’s business; the ability of the Company to manage risks associated with the Company’s retail stores; the ability of the Company to manage risks associated with the Company’s investments in new business strategies and acquisitions; the impact on the Company’s business and reputation from information technology system failures, network disruptions, or losses or unauthorized access to, or release of, confidential information; the ability of the Company to comply with laws and regulations regarding data protection; the continued service and availability of key executives and employees; political events, international trade disputes, war, terrorism, natural disasters, public health issues, and other business interruptions that could disrupt supply or delivery of, or demand for, the Company’s products; financial risks, including risks relating to currency fluctuations, credit risks, and fluctuations in the market value of the Company’s investment portfolio; and changes in tax rates and exposure to additional tax liabilities. More information on these risks and other potential factors that could affect the Company’s business and financial results is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

Apple revolutionized personal technology with the introduction of the Macintosh in 1984. Today, Apple leads the world in innovation with iPhone, iPad, Mac, Apple Watch, and Apple TV. Apple’s five software platforms — iOS, iPadOS, macOS, watchOS, and tvOS — provide seamless experiences across all Apple devices and empower people with breakthrough services including the App Store, Apple Music, Apple Pay, and iCloud. Apple’s more than 100,000 employees are dedicated to making the best products on earth, and to leaving the world better than we found it.

Press Contact:

Kristin Huguet Quayle

Apple

khuguet@apple.com

(408) 974-2414

Investor Relations Contact:

Tejas Gala

Apple

tgala@apple.com

(669) 227-2402

NOTE TO EDITORS: For additional information visit Apple Newsroom (www.apple.com/newsroom), or call Apple’s Media Helpline at (408) 974-2042.

Apple Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In millions, except number of shares which are reflected in thousands and per share amounts)

	Three Months Ended				Six Months Ended
	March 28, <br>2020		March 30, <br>2019		March 28, <br>2020		March 30, <br>2019
Net sales:
Products	$	44,965	$	46,565	$	124,069	$	120,000
Services	13,348		11,450		26,063		22,325
Total net sales ^(1)^	58,313		58,015		150,132		142,325
Cost of sales:
Products	31,321		32,047		83,396		80,285
Services	4,622		4,147		9,149		8,188
Total cost of sales	35,943		36,194		92,545		88,473
Gross margin	22,370		21,821		57,587		53,852
Operating expenses:
Research and development	4,565		3,948		9,016		7,850
Selling, general and administrative	4,952		4,458		10,149		9,241
Total operating expenses	9,517		8,406		19,165		17,091
Operating income	12,853		13,415		38,422		36,761
Other income/(expense), net	282		378		631		938
Income before provision for income taxes	13,135		13,793		39,053		37,699
Provision for income taxes	1,886		2,232		5,568		6,173
Net income	$	11,249	$	11,561	$	33,485	$	31,526
Earnings per share:
Basic	$	2.58	$	2.47	$	7.63	$	6.70
Diluted	$	2.55	$	2.46	$	7.56	$	6.66
Shares used in computing earnings per share:
Basic	4,360,101		4,674,071		4,387,570		4,704,945
Diluted	4,404,691		4,700,646		4,429,648		4,736,949
^(1)^ Net sales by reportable segment:
Americas	$	25,473	$	25,596	$	66,840	$	62,536
Europe	14,294		13,054		37,567		33,417
Greater China	9,455		10,218		23,033		23,387
Japan	5,206		5,532		11,429		12,442
Rest of Asia Pacific	3,885		3,615		11,263		10,543
Total net sales	$	58,313	$	58,015	$	150,132	$	142,325
^(1)^ Net sales by category:
iPhone	$	28,962	$	31,051	$	84,919	$	83,033
Mac	5,351		5,513		12,511		12,929
iPad	4,368		4,872		10,345		11,601
Wearables, Home and Accessories	6,284		5,129		16,294		12,437
Services	13,348		11,450		26,063		22,325
Total net sales	$	58,313	$	58,015	$	150,132	$	142,325

Apple Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In millions, except number of shares which are reflected in thousands and par value)

	March 28, <br>2020			September 28, <br>2019
ASSETS:
Current assets:
Cash and cash equivalents	$	40,174		$	48,844
Marketable securities	53,877			51,713
Accounts receivable, net	15,722			22,926
Inventories	3,334			4,106
Vendor non-trade receivables	14,955			22,878
Other current assets	15,691			12,352
Total current assets	143,753			162,819
Non-current assets:
Marketable securities	98,793			105,341
Property, plant and equipment, net	35,889			37,378
Other non-current assets	41,965			32,978
Total non-current assets	176,647			175,697
Total assets	$	320,400		$	338,516
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	32,421		$	46,236
Other current liabilities	37,324			37,720
Deferred revenue	5,928			5,522
Commercial paper and repurchase agreement	10,029			5,980
Term debt	10,392			10,260
Total current liabilities	96,094			105,718
Non-current liabilities:
Term debt	89,086			91,807
Other non-current liabilities	56,795			50,503
Total non-current liabilities	145,881			142,310
Total liabilities	241,975			248,028
Commitments and contingencies
Shareholders’ equity:
Common stock and additional paid-in capital, $0.00001 par value: 12,600,000 shares authorized; 4,323,987 and 4,443,236 shares issued and outstanding, respectively	48,032			45,174
Retained earnings	33,182			45,898
Accumulated other comprehensive income/(loss)	(2,789		)	(584		)
Total shareholders’ equity	78,425			90,488
Total liabilities and shareholders’ equity	$	320,400		$	338,516

Apple Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In millions)

	Six Months Ended
	March 28, <br>2020			March 30, <br>2019
Cash, cash equivalents and restricted cash, beginning balances	$	50,224		$	25,913
Operating activities:
Net income	33,485			31,526
Adjustments to reconcile net income to cash generated by operating activities:
Depreciation and amortization	5,602			6,435
Share-based compensation expense	3,407			3,073
Deferred income tax benefit	(651		)	(124		)
Other	(259		)	(215		)
Changes in operating assets and liabilities:
Accounts receivable, net	7,284			8,094
Inventories	699			(1,006		)
Vendor non-trade receivables	7,923			14,616
Other current and non-current assets	(8,866		)	(717		)
Accounts payable	(13,520		)	(20,024		)
Deferred revenue	1,223			(540		)
Other current and non-current liabilities	7,500			(3,273		)
Cash generated by operating activities	43,827			37,845
Investing activities:
Purchases of marketable securities	(66,489		)	(13,854		)
Proceeds from maturities of marketable securities	39,738			16,880
Proceeds from sales of marketable securities	27,762			22,635
Payments for acquisition of property, plant and equipment	(3,960		)	(5,718		)
Payments made in connection with business acquisitions, net	(1,134		)	(291		)
Purchases of non-marketable securities	(146		)	(490		)
Other	(426		)	30
Cash generated by/(used in) investing activities	(4,655		)	19,192
Financing activities:
Proceeds from issuance of common stock	430			390
Payments for taxes related to net share settlement of equity awards	(1,566		)	(1,427		)
Payments for dividends and dividend equivalents	(6,914		)	(7,011		)
Repurchases of common stock	(39,280		)	(32,498		)
Proceeds from issuance of term debt, net	2,210			—
Repayments of term debt	(5,250		)	(2,500		)
Proceeds from/(Repayments of) commercial paper, net	1,518			(36		)
Proceeds from repurchase agreement	2,556			—
Other	(51		)	(51		)
Cash used in financing activities	(46,347		)	(43,133		)
Increase/(Decrease) in cash, cash equivalents and restricted cash	(7,175		)	13,904
Cash, cash equivalents and restricted cash, ending balances	$	43,049		$	39,817
Supplemental cash flow disclosure:
Cash paid for income taxes, net	$	7,505		$	9,497
Cash paid for interest	$	1,689		$	1,762