Form 10-K
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`Page 1 of91
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`lO-K l d590790d10k.htm FORM 10-K
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`Table of Contents
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`SECURITIES AND EXCHANGE COMMISSION
`
`UNITED STATES
`
`Washington, D.C. 20549
`
`Form 10-K
`
`(MarkOne)
`ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
`1934
`
`For the fiscal year ended September 28, 2013
`Or
`
`El TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
`1934
`
`For the transition period from
`
`to
`
`Commission file number: 000-10030
`
`APPLE INC.
`(Exact name of registrant as specified in its charter)
`
`California
`(State or other jurisdiction ofincorporation or organization)
`
`94-2404110
`(I.R.S. Employer Identification No.)
`
`1 Infinite Loop
`Cupertino, California
`(Address of principal executive offices)
`
`95014
`(Zip Code)
`
`Registrant’s telephone number, including area code: (408) 996-1010
`
`Securities registered pursuant to Section 12(b) of the Act:
`
`Common Stock, no par value
`(Title of class)
`
`The NASDAQ Stock Market LLC
`(Name of exchange on which registered)
`
`Securities registered pursuant to Section 12(g) of the Act: None
`
`Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
`Yes
`No El
`
`Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
`Yes El No
`
`Indicate 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 the preceding 12 months (or for such shorter period that the registrant was required to
`file such reports), and (2) has been subject to such filing requirements for the past 90 days.
`Yes
`No El
`
`Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
`Interactive Data File required to be submitted and posted 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 and post such files).
`
`http://www.sec.gov/Archives/edgar/data/320193/000119312513416534/d590790d10khtm 12/29/2013
`SIGHTSOUND TECHNOLOGIES
`EXHIBIT 2344
`
`CBM2013-00023 (APPLE V. SIGHTSOUND)
`PAGE 000001
`
`

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`Form 10-K
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`Page 2 of9l
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`Yes
`
`No El
`
`Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is
`not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information
`statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
`
`Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
`smaller reporting company. See the defimtions of “large accelerated filer,” “accelerated filer” and “smaller reporting
`company” in Rule 12b-2 of the Exchange Act.
`
`Large accelerated filer
`Non-accelerated filer El (Do not check if a smaller reporting company)
`
`El
`Accelerated filer
`Smaller reporting company El
`
`Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
`Yes El No
`
`The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant, as of March 29, 2013,
`the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $416,005,000,000.
`Solely for purposes of this disclosure, shares of common stock held by executive officers and directors of the registrant as of
`such date have been excluded because such persons may be deemed to be affiliates. This determination of executive officers
`and directors as affiliates is not necessarily a conclusive determination for any other purposes.
`
`899,738,000 shares of common stock were issued and outstanding as of October 18, 2013.
`
`DOCUMENTS INCORPORATED BY REFERENCE
`
`Portions of the registrant’s defimtive proxy statement relating to its 2014 annual meeting of shareholders (the “2014 Proxy
`Statement”) are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2014 Proxy
`Statement will be filed with the US. Securities and Exchange Commission within 120 days after the end of the fiscal year to
`which this report relates.
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`http://www.sec.gov/Archives/edgar/data/320193/000119312513416534/d590790d10khtm 12/29/2013
`PAGE 000002
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`Form lO-K
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`Page 3 of9l
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`Table of Contents
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`Apple Inc.
`Form 10-K
`
`For the Fiscal Year Ended September 28, 2013
`TABLE OF CONTENTS
`
`Business
`Item 1.
`Item 1A. Risk Factors
`Item 1B. Unresolved Staff Comments
`
`Item 2.
`Item 3.
`Item 4.
`
`Properties
`Legal Proceedings
`Mine Safefl Disclosures
`
`
`Part I
`
`
`Part II
`
`Item 5.
`
`Item 6.
`
`Market for Registrant’s Common Eguifl Related Stockholder Matters and Issuer Purchases of Eguipv_
`Securities
`Selected Financial Data
`
`Management’s Discussion and Analysis of Financial Condition and Results of Operations
`Item 7.
`gfliantitative and Qualitative Disclosures About Market Risk
`Item 7A.
`Financial Statements and Supplementag Data
`Item 8.
`Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
`Item 9.
`Item 9A. Controls and Procedures
`Item 9B. Other Information
`
`
`Part III
`
`Item 10. Directors. Executive Officers and Co;porate Governance
`Item 11.
`Executive Compensation
`
`Securitv Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
`Item 12.
`Item 13.
`Certain Relationships and Related Transactions and Director Independence
`Item 14.
`Principal Accounting Fees and Services
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`Page
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`1
`9
`20
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`20
`21
`21
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`22
`24
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`25
`42
`44
`81
`81
`82
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`83
`83
`83
`83
`83
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`Part IV
`Exhibits Financial Statement Schedules 84
`
`
`
`Item 15.
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`Form 10-K
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`Page 32 of9l
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`Table of Contents
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`Mac
`
`The following table presents Mac net sales and unit sales information for 2013, 2012 and 2011 (net sales in millions and units
`in thousands):
`
`Net sales
`Percentage of total net sales
`Unit sales
`
`
`2013
`Change
`2012
`Change
`2011
`
`$21,483
`13%
`16,341
`
`(7)%
`
`(10)%
`
`$23,221
`15%
`18,158
`
`7%
`
`9%
`
`$21,783
`20%
`16,735
`
`Mac net sales and unit sales for 2013 were down or relatively flat in all of the Company’s operating segments. Mac ASPs
`increased slightly partially offsetting the impact of lower unit sales on net sales. The decline in Mac unit sales and net sales
`reflects the overall weakness in the market for personal computers.
`
`The year-over—year growth in Mac net sales and unit sales during 2012 reflects increased demand for Mac portables in all of
`the Company’s operating segments driven by 2012 releases of updated models of MacBook Air and MacBook Pro, including
`MacBook Pro with Retina display in June 2012. Partially offsetting the increase in net sales of Mac portables was a decline in
`net sales of Mac desktops that reflected the overall decline in the market for desktop personal computers during 2012.
`Additionally, the Company did not introduce updated versions of its Mac desktop products in 2012.
`
`i Tunes, Software and Services
`
`The following table presents net sales information of iTunes, software and services for 2013, 2012 and 2011 (in millions):
`
`2013
`Change
`2012
`Change
`2011
`$16,051
`25%
`$12,890
`38%
`$ 9,373
`9%
`8%
`9%
`
`iTunes, software and services
`Percentage of total net sales
`
`The increase in net sales of iTunes, software and services in 2013 compared to 2012 was primarily due to growth in net sales
`from the iTunes Store, AppleCare and licensing. The iTunes Store generated a total of $9.3 billion in net sales during 2013, a
`24% increase from 2012. Growth in the iTunes Store, which includes the App Store, the Mac App Store and the iBooks Store,
`reflects continued growth in the installed base of iOS devices, expanded offerings of iOS apps and related in—App purchases,
`and expanded offerings of iTunes digital content.
`
`The increase in net sales of iTunes, software and services in 2012 compared to 2011 was due primarily to growth of the iTunes
`Store, which generated total net sales of $7.5 billion for 2012 compared to net sales of $5.4 billion during 2011. The strong
`results of the iTunes Store in 2012 reflect growth of the App Store; growth of the Company’s customer base; and the
`continued expansion of third-party audio, video and book content available for sale or rent via the iTunes Store.
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