in the Director Plan and without further
shareholder approval. RSUs granted under the Director Plan reduce the number of shares available for grant under the plan by a
factor of two times the number of RSUs granted. The Director Plan expires on November 12, 2027 . All RSUs granted under the
Director Plan are entitled to DERs, which are subject to the same vesting and other terms and conditions as the underlying

RSUs. A maximum  of approximately 45 million  shares (split-adjusted) were authorized for issuance pursuant to Director Plan
awards at the time the plan was last amended on November 9, 2021.
Employee Stock Purchase Plan
The Employee Stock Purchase Plan (the “Purchase Plan”) is a shareholder-approved plan under which substantially all
employees may voluntarily enroll to purchase the Company’s common stock through payroll deductions at a price equal to 85%
of the lower of the fair

in Director Plan without further
 shareholder approval. RSUs granted under Director Plan reduce number of shares available for grant plan by
 factor of two times number of RSUs granted. Director Plan expires November 12, 2027. All RSUs granted under
 Director Plan entitled to DERs subject to same vesting and other terms and conditions as underlying
 RSUs. maximum of approximately 45 million shares (split-adjusted) authorized for issuance pursuant Director Plan

awards at time plan last amended November 9, 2021.
 Employee Stock Purchase Plan
 Employee Stock Purchase Plan (the “Purchase Plan”) is shareholder-approved plan all
 employees may voluntarily enroll to purchase Company’s common stock through payroll deductions at price equal to 85%
 of lower of fair


$18.2 billion , $19.0 billion  and $10.8 billion  for 2022 , 2021  and
2020 , respectively. The majority of RSUs that vested in 2022 , 2021  and 2020  were net share settled such that the Company
withheld shares with a value equivalent to the employees’ obligation for the applicable income and other employment taxes, and
remitted the cash to the appropriate taxing authorities. The total shares withheld were approximately 41 million , 53 million  and 56

million  for 2022 , 2021  and 2020 , respectively, and were based on the value of the RSUs on their respective vesting dates as
determined by the Company’s closing stock price. Total  payments to taxing authorities for employees’ tax obligations were $6.4
billion , $6.8 billion  and $3.9 billion  in 2022 , 2021  and 2020 , respectively.
Apple Inc. | 2022

$18. 2 billion , $19. 0 billion $10. 8 billion for 2022 , 2021
 2020 , respectively. majority of RSUs vested in 2022  2021 2020 were net share settled Company
 withheld shares value equivalent to employees’ obligation for applicable income employment taxes
 remitted cash to taxing authorities. total shares withheld were approximately 41 million , 53 million 56
 million for 2022  2021 2020  based on value of RSUs on vesting dates

determined by Company’s closing stock price. Total payments to taxing authorities for employees’ tax obligations were $6. 4
 billion , $6. 8 billion $3. 9 billion in 2022 , 2021 2020 , respectively.
 Apple Inc. | 2022


, in relation to any Comparable Government Bond Rate calculation
for the 2022 Notes, the 2024 Notes, the 2026 Notes and the 2027 Notes, at the discretion of an independent
investment bank selected by us, a German government bond whose maturity is closest to the maturity of the Notes
being redeemed, or if such independent investment bank in its discretion determines that such similar bond is not in
issue, such other German government bond as such independent investment bank may, with the advice of three

brokers of, and/or market makers in, German government bonds selected by us, determine to be appropriate for
determining the Comparable Government Bond Rate.
“Comparable Government Bond” means, in relation to any Comparable Government Bond Rate calculation
for the 3.050% 2029 Notes and the 2042 Notes, at the discretion of an independent investment bank selected by us,
a United Kingdom government bond whose maturity

, relation to any Comparable Government Bond Rate calculation
 for 2022 Notes, 2024 Notes 2026 Notes 2027 Notes, at discretion of independent
 investment bank selected by us, a German government bond whose maturity closest to maturity of Notes
 being redeemed, or if independent investment bank discretion determines similar bond not in
 issue, other German government bond as independent investment bank may, with advice of three

brokers of/or market makers in German government bonds selected by us, determine appropriate for
 determining Comparable Government Bond Rate.
 “Comparable Government Bond” means, relation to Comparable Government Bond Rate calculation
 for 3. 050% 2029 Notes 2042 Notes, at discretion of independent investment bank selected by us,
 United Kingdom government bond whose maturity


meeting of shareholders or to nominate
candidates for election as directors at a meeting of shareholders must provide notice in writing in a
timely manner, and also specify requirements as to the form and content of a shareholder’s notice,
including with respect to a shareholder’s notice under Rule 14a-19 of the Exchange Act;
•provide that a shareholder, or group of up to 20 shareholders, that has owned continuously for at least

three years shares of Common Stock representing an aggregate of at least 3% of the Company’s
outstanding shares of Common Stock, may nominate and include in the Company’s proxy materials
director nominees constituting up to 20% of the Company’s Board of Directors, provided that the
shareholder(s) and nominee(s) satisfy the requirements in the Bylaws;
•do not provide for cumulative voting rights for the election of directors; and

meeting shareholders or to nominate
 candidates for election as directors meeting shareholders must provide notice in writing
 timely manner specify requirements form and content of shareholder’s notice,
 including respect shareholder’s notice under Rule 14a-19 of Exchange Act;
 •provide shareholder, or group of up to 20 shareholders, owned continuously for at least
 three years shares of Common Stock representing aggregate of at least 3% of Company’s

outstanding shares Common Stock, may nominate include in Company’s proxy materials
 director nominees constituting up to 20% of Company’s Board of Directors provided
 shareholder(s) and nominee(s) satisfy requirements in Bylaws;
 •do not provide for cumulative voting rights for election of directors;


Uncertain Tax Positions
As of September  24, 2022 , the total amount of gross unrecognized tax benefits was $16.8 billion , of which $8.0 billion , if
recognized, would impact the Company’s effective tax rate. As of September 25, 2021 , the total amount of gross unrecognized
tax benefits was $15.5 billion , of which $6.6 billion , if recognized, would have impacted the Company’s effective tax rate.

The aggregate change in the balance of gross unrecognized tax benefits, which excludes interest and penalties, for 2022 , 2021
and 2020 , is as follows (in millions):
2022 2021 2020
Beginning balances $ 15,477 $ 16,475 $ 15,619
Increases related to tax positions taken during a prior year  2,284  816  454
Decreases related to tax positions taken during a prior year  (1

Uncertain Tax Positions
 As of September 24, 2022  total gross unrecognized tax benefits $16. 8 billion  $8. 0 billion  if
 recognized impact Company’s effective tax rate. As of September 25, 2021  total gross unrecognized
 tax benefits was $15. 5 billion  $6. 6 billion  if recognized would impacted Company’s effective tax rate.
 aggregate change in balance of gross unrecognized tax benefits excludes interest penalties for 2022 , 2021
 2020 , (in millions):
 2022 2021 2020

2020 , (in millions):
 2022 2021 2020
 Beginning balances $ 15,477 $ 16,475 $ 15,619
 Increases related to tax positions prior year 2,284 816 454
 Decreases related to tax positions taken prior year (1


The Company’s future performance depends in part on support from third-party software developers.
The Company believes decisions by customers to purchase its hardware products depend in part on the availability of third-party
software applications and services. There can be no assurance third-party developers will continue to develop and maintain
software applications and services for the Company’s products. If third-party software applications and services cease to be

developed and maintained for the Company’s products, customers may choose not to buy the Company’s products.
The Company believes the availability of third-party software applications and services for its products depends in part on the
developers’ perception and analysis of the relative benefits of developing, maintaining and upgrading such software and services
for the Company’s products compared to competitors’ platforms, such as Android for smartphones and tablets, Windows for

personal computers and tablets, and PlayStation, Nintendo and Xbox for gaming

Company’s future performance depends on support from third-party software developers.
 Company believes decisions by customers to purchase hardware products depend on availability of third-party
 software applications and services. no assurance third-party developers will continue to develop maintain
 software applications and services for Company’s products. If third-party software applications and services cease to be

developed maintained for Company’s products, customers may choose not to buy Company’s products.
 Company believes availability of third-party software applications and services for products depends on
 developers’ perception and analysis of benefits of developing, maintaining upgrading such software services
 for Company’s products compared to competitors’ platforms, Android for smartphones tablets, Windows for
 personal computers tablets PlayStation, Nintendo Xbox for gaming


Note 3 – Financial Instruments
Cash, Cash Equivalents and Marketable Securities
The following tables show the Company’s cash, cash equivalents and marketable securities by significant investment category
as of September 24, 2022  and September 25, 2021  (in millions):
2022
Adjusted
CostUnrealized
GainsUnrealized
LossesFair
ValueCash and
Cash
EquivalentsCurrent
Marketable
SecuritiesNon-Current
Marketable
Securities
Cash $ 18,546 $ — $ — $ 18,546 $ 18,546 $ — $ —
Level 1 (1):

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  —  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  —

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 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
2021
Adjusted
CostUnrealized
GainsUnrealized
LossesFair
ValueCash and
Cash
EquivalentsCurrent
Marketable

ValueCash and
Cash
EquivalentsCurrent
Marketable
SecuritiesNon-Current
Marketable
Securities
Cash $ 17,305 $ — $ — $ 17,305 $ 17

Note 3 Financial Instruments
 Cash Equivalents Marketable Securities
 tables show Company’s cash equivalents marketable securities by investment category
 September 24, 2022 September 25, 2021 millions):
 2022
 Adjusted
 CostUnrealized
 GainsUnrealized
 LossesFair
 ValueCash
 EquivalentsCurrent
 Marketable
 SecuritiesNon-Current
 Marketable
 Securities
 Cash $ 18,546 $
 Level 1 (1)
 Money market funds 2,929 — 2
 Mutual funds 274 — (47) 227 — 227
 Subtotal 3,203 — (47) 3,156 2,929 227
 Level 2 (2)

Level 2 (2)
 U. Treasury securities 25,134 — (1,725) 23,409 338 5,091 17,980
. agency securities — (655) 5,168 — 240 4,928
 Non-U. government securities 16,948 2 (1,201) 15,749 — 8,806
 Certificates of deposit time deposits 2,067 — 2,067 1,805 262 —
 Commercial paper 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--backed 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 $ $ (13,963) 169,109 $ 23,646 $ 24,658 $ 120,805
 2021
 Adjusted
 CostUnrealized
 GainsUnrealized
 LossesFair
 ValueCash
 EquivalentsCurrent
 Marketable
 SecuritiesNon-Current
 Marketable
 Securities
 Cash $ 17,305 $


Business Risks
To remain competitive and stimulate customer demand, the Company must successfully manage frequent introductions
and transitions of products and services.
Due to the highly volatile and competitive nature of the markets and industries in which the Company competes, the Company
must continually introduce new products, services and technologies, enhance existing products and services, effectively

stimulate customer demand for new and upgraded products and services, and successfully manage the transition to these new
and upgraded products and services. The success of new product and service introductions depends on a number of factors,
including timely and successful development, market acceptance, the Company’s ability to manage the risks associated with
production ramp-up issues, the availability of application software for the Company’s products, the effective management of

purchase commitments and inventory levels in line with anticipated product demand, the availability of products in appropriate
quantities and at expected costs to meet anticipated demand, and

Business Risks
 To remain competitive stimulate customer demand, Company must manage frequent introductions
 transitions of products and services.
 Due to volatile competitive nature of markets and industries in Company competes, Company
 must continually introduce new products, services technologies, enhance existing products services,
 stimulate customer demand for new upgraded products services manage transition to these new

upgraded products services. success of new product and service introductions depends on factors,
 including timely successful development, market acceptance, Company’s ability to manage risks associated with
 production ramp-up issues, availability of application software for Company’s products effective management of
 purchase commitments and inventory levels in line with anticipated product demand, availability of products in appropriate
 quantities and at expected costs to meet anticipated demand,


Additional Amounts
The terms of the Notes state that all payments of principal and interest in respect of the Notes will be made
free and clear of, and without deduction or withholding for or on account of any present or future taxes, duties,
assessments or other governmental charges of whatsoever nature required to be deducted or withheld by the United
States or any political subdivision or taxing authority of or in the United States, unless such withholding or deduction
is required by law.

is required by law.
All of the Notes also contain a covenant substantially similar to the following:
The Company will, subject to the exceptions and limitations set forth below, pay as additional interest on the
Notes such additional amounts (“Additional Amounts”) as are necessary in order that the net payment by the
Company or the paying agent of the Company for the applicable Notes (“Paying Agent”) of the principal of and
interest on the Notes to a holder who

Additional Amounts
 terms of Notes state all payments of principal and interest in respect Notes will be made
 free clear of without deduction or withholding for or on account of any present or future taxes, duties,
 assessments or other governmental charges required to be deducted or withheld by United
 States or any political subdivision or taxing authority of or in United States, unless such withholding or deduction
 required by law.
 Notes contain a covenant similar to following:

Notes contain a covenant similar to following:
 Company will, subject to exceptions and limitations below, pay as additional interest on
 Notes such additional amounts (“Additional Amounts”) as necessary in order net payment by
 Company or paying agent of Company for applicable Notes (“Paying Agent”) of principal of and
 interest on Notes to a holder


for the Company to license or otherwise distribute their content. Other content owners, providers or distributors may
seek to limit the Company’s access to, or increase the cost of, such content. The Company may be unable to continue to offer a
wide variety of content at commercially reasonable prices with acceptable usage rules.
The Company also produces its own digital content, which can be costly to produce due to intense and increasing competition for

talent, content and subscribers, and may fail to appeal to the Company’s customers. The COVID-19 pandemic has also caused
additional restrictions on production and increased costs for digital content.
Some third-party digital content providers require the Company to provide digital rights management and other security solutions.
If requirements change, the Company may have to develop or license new technology to provide these solutions. There can be

no assurance the Company will be able to develop or license such solutions at a reasonable cost and

for Company to license or distribute their content. Other content owners providers distributors may
 seek to limit Company’s access to or increase cost of content. Company may be unable to continue offer
 wide variety of content at commercially reasonable prices with acceptable usage rules.
 Company produces its own digital content can be costly to produce due to intense increasing competition for
 talent content subscribers may fail to appeal to Company’s customers. COVID-19 pandemic caused

additional restrictions on production increased costs for digital content.
 Some third-party digital content providers require Company to provide digital rights management security solutions.
 If requirements change Company may have to develop or license new technology provide solutions.
 no assurance Company will able to develop or license such solutions at reasonable cost