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.

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).

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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

~~913,562,880~~921,278,012 shares of common stock issued and outstanding as of ~~July 9, 2010~~January 7, 2011

(Inin millions, except share amounts which are reflected in thousands and per share amounts)


	June 26, 2010		September 26, 2009		December 25, 2010		September 25, 2010
ASSETS:
Current assets:
Cash and cash equivalents	$	9,705	$	5,263	$	10,734	$	11,261
Short-term marketable securities		14,583		18,201		16,243		14,359
Accounts receivable, less allowances of $52 in each period		3,447		3,361
Accounts receivable, less allowances of $62 and $55, respectively						6,027		5,510
Inventories		942		455		885		1,051
Deferred tax assets		1,216		1,135		1,724		1,636
Vendor non-trade receivables		2,952		1,696		4,847		4,414
Other current assets		3,188		1,444		3,467		3,447

Total current assets		36,033		31,555		43,927		41,678

Long-term marketable securities		21,551		10,528		32,730		25,391
Property, plant and equipment, net		3,990		2,954		5,868		4,768
Goodwill		714		206		741		741
Acquired intangible assets, net		318		247		522		342
Other assets		2,119		2,011		2,954		2,263

Total assets	$	64,725	$	47,501	$	86,742	$	75,183


LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	8,469	$	5,601	$	14,301	$	12,015
Accrued expenses		4,452		3,852		5,953		5,723
Deferred revenue		2,691		2,053		3,541		2,984

Total current liabilities		15,612		11,506		23,795		20,722


Deferred revenue – non-current		1,021		853		1,216		1,139
Other non-current liabilities		4,981		3,502		7,065		5,531

Total liabilities		21,614		15,861		32,076		27,392


Commitments and contingencies

Shareholders’ equity:
Common stock, no par value; 1,800,000,000 shares authorized; 913,482,347 and 899,805,500 shares issued and outstanding, respectively		10,133		8,210
Common stock, no par value; 1,800,000,000 shares authorized; 921,035,475 and 915,970,050 shares issued and outstanding, respectively						11,502		10,668
Retained earnings		32,870		23,353		43,050		37,169
Accumulated other comprehensive income		108		77
Accumulated other comprehensive income/(loss)						114		(46	)

Total shareholders’ equity		43,111		31,640		54,666		47,791

Total liabilities and shareholders’ equity	$	64,725	$	47,501	$	86,742	$	75,183


	Nine Months Ended						Three Months Ended
	June 26, 2010			June 27, 2009			December 25, 2010			December 26, 2009
Cash and cash equivalents, beginning of the period	$	5,263		$	11,875		$	11,261		$	5,263

Operating activities:
Net income		9,705			5,703			6,004			3,378
Adjustments to reconcile net income to cash generated by operating activities:
Depreciation, amortization and accretion		698			531			356			209
Stock-based compensation expense		655			530			299			205
Deferred income tax expense		1,298			772			823			425
Loss on disposition of property, plant and equipment		14			18
Changes in operating assets and liabilities:
Accounts receivable, net		(79	)		(264	)		(517	)		271
Inventories		(487	)		129			166			(121	)
Vendor non-trade receivables		(1,256	)		788			(433	)		(95	)
Other current assets		(944	)		62
Other assets		(71	)		(602	)
Other current and non-current assets								(558	)		(369	)
Accounts payable		2,812			(648	)		2,346			956
Deferred revenue		806			323			634			606
Other liabilities		(239	)		(293	)
Other current and non-current liabilities								653			316

Cash generated by operating activities		12,912			7,049			9,773			5,781

Investing activities:
Purchases of marketable securities		(41,318	)		(34,696	)		(19,575	)		(12,922	)
Proceeds from maturities of marketable securities		19,758			12,780			3,279			6,216
Proceeds from sales of marketable securities		14,048			9,117			6,853			3,199
Purchases of other long-term investments		(10	)		(61	)
Payments made in connection with business acquisitions, net of cash acquired		(615	)		0
Payments for acquisition of property, plant and equipment		(1,245	)		(685	)		(1,214	)		(376	)
Payments for acquisition of intangible assets		(63	)		(56	)		(49	)		(5	)
Other		(26	)		(62	)		(23	)		(70	)

Cash used in investing activities		(9,471	)		(13,663	)		(10,729	)		(3,958	)

Financing activities:
Proceeds from issuance of common stock		733			288			208			374
Excess tax benefits from stock-based compensation		652			124			454			252
Taxes paid related to net share settlement of equity awards		(384	)		(68	)		(233	)		(103	)

Cash generated by financing activities		1,001			344			429			523


Increase/(decrease) in cash and cash equivalents		4,442			(6,270	)
(Decrease)/increase in cash and cash equivalents								(527	)		2,346

Cash and cash equivalents, end of the period	$	9,705		$	5,605		$	10,734		$	7,609

Supplemental cash flow disclosure:
Cash paid for income taxes, net	$	2,657		$	2,490		$	826		$	980

Apple Inc. and its wholly-owned subsidiaries (collectively “Apple” or the “Company”) designs, manufactures, and markets personal computers, mobile communication and ~~consumer electronics~~media devices, and portable digital music ~~and video~~ players, and sells a variety of related software, services, peripherals, networking solutions, and third-party digital content and applications. The Company sells its products worldwide through its retail stores, online stores, ~~its retail stores, its~~and direct sales force, ~~and~~as well as third-party cellular network carriers, wholesalers, resellers and value-added resellers. In addition, the Company sells a variety of third-party Macintosh (“Mac”), iPhone, iPad and iPod compatible products including application software, printers, storage devices, speakers, headphones, and various other accessories and supplies through its online and retail stores. The Company sells to consumer, small and mid-sized business, education, enterprise, government and creative ~~customers.~~markets.

The accompanying condensed consolidated financial statements include the accounts of the Company. Intercompany accounts and transactions have been eliminated. The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Certain prior year amounts in the condensed consolidated financial statements and notes thereto have been reclassified to conform to the current period’s presentation.

These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto for the fiscal year ended September ~~26, 2009,~~25, 2010, included in its Annual Report on Form 10-K ~~as amended~~ (the ~~“2009~~“2010 Form 10-K”). Unless otherwise stated, references to particular years or quarters refer to the Company’s fiscal years ended in September and the associated quarters of those fiscal years.

In September 2009, the Financial Accounting Standards Board (“FASB”) amended the accounting standards related to revenue recognition for arrangements with multiple deliverables and arrangements that include software elements (“new accounting principles”). The new accounting principles permit prospective or retrospective adoption, and the Company elected retrospective adoption duringDuring the first quarter of ~~2010.~~

~~Under the historical accounting principles,~~2011, the Company ~~was required to account for sales of both iPhone and Apple TV using subscription accounting because~~adopted the Company indicated it might from time-to-time provide future unspecified software upgrades and features for those products free of charge. Under subscription accounting, revenue and associated product cost of sales for iPhone and Apple TV were deferred at the time of sale and recognized on a straight-line basis over each product’s estimated economic life. This resulted in the deferral of significant amounts of revenue and cost of sales related to iPhone and Apple TV.

~~The~~Financial Accounting Standard Board’s (“FASB”) new accounting ~~principles~~standard on consolidation of variable interest entities. This new accounting standard eliminates the mandatory quantitative approach in determining control for evaluating whether variable interest entities need to be consolidated in favor of a qualitative analysis, and requires an ongoing reassessment of control over such entities. The adoption of this new accounting standard did not impact the Company’s accounting for all past and current sales of iPhone, iPad, Apple TV and for sales of iPod touch beginning in June 2010. The new accounting principles require the Company to account for the sale of these devices as two deliverables. The first deliverable is the hardware and software essential to the functionality of the hardware device delivered at the time of sale, and the second deliverable is the right included with the purchase of these devices to receive on a when-and-if-available basis, future unspecified software upgrades and features relating to the product’s essential software. The new accounting principles result in the recognition of a substantial portion of the revenue and all product costs from the sale of these devices at the time of their sale. Additionally, the Company is required to estimate a standalone selling price for the unspecified software upgrade rights included with the sale of these devices and recognizes that amount ratably over the 24-month estimated life of the related hardware device.

The Company had the option of adopting the new accounting principles on a prospective or retrospective basis. Prospective adoption would have required the Company to apply the new accounting principles to sales beginning in fiscal year 2010 without reflecting the impact of the new accounting principles on iPhone and Apple TV sales made prior to September 2009. Accordingly, the Company’scondensed consolidated financial results for the two years following adoption would have included the impact of amortizing the significant amounts of deferred revenue and cost of sales related to historical iPhone and Apple TV sales. The Company believes prospective adoption would have resulted in financial information that was not comparable between financial periods because of the significant amount of past iPhone sales; therefore, the Company elected retrospective adoption. Retrospective adoption required the Company to revise its previously issued financial statements as if the new accounting principles had always been applied. The Company believes retrospective adoption provides the most comparable and useful financial information for financial statement users, is more consistent with the information the Company’s management uses to evaluate its business, and better reflects the underlying economic performance of the Company.

~~Refer to the “Explanatory Note” and Note 2, “Retrospective Adoption of New Accounting Principles” in the 2009 Form 10-K for additional information on the impact of adoption.~~statements.

Basic earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the potentially dilutive securities had been issued. Potentially dilutive securities include outstanding options, shares to be purchased under the employee stock purchase plan, and unvested restricted stock units (“RSUs”). The dilutive effect of potentially dilutive securities is reflected in diluted earnings per common share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company’s common stock can result in a greater dilutive effect from potentially dilutive securities.

The following table sets forth the computation of basic and diluted earnings per common share for the ~~three- and nine-month periods~~three months ended ~~June 26,~~December 25, 2010 and ~~June 27,~~December 26, 2009 (in thousands, except net income in millions and per share amounts):

Potentially dilutive securities representing approximately ~~220,000~~83,000 shares and ~~10.5~~1.8 million shares of common stock for the ~~three months~~quarters ended ~~June 26,~~December 25, 2010 and ~~June 27, 2009, respectively, and 498,000 and 13.4 million shares of common stock for the nine months ended June~~December 26, ~~2010 and June 27,~~ 2009, respectively, were excluded from the computation of diluted earnings per common share for these periods because their effect would have been antidilutive.

arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collection is probable. Product is considered delivered to the customer once it has been shipped and title and risk of loss have been transferred. For most of the Company’s product sales, these criteria are met at the time the product is shipped. For online sales to individuals, for some sales to education customers in the U.S., and for certain other sales, the Company defers revenue until the customer receives the product because the Company legally retains a portion of the risk of loss on these sales during transit. The Company recognizes revenue from the sale of hardware products (e.g., Macs, iPhones, iPads, iPods and peripherals), software bundled with hardware that is essential to the functionality of the hardware, and third-party digital content sold on the iTunes Store in accordance with general revenue recognition accounting guidance. The Company recognizes revenue in accordance with industry specific software accounting guidance for the following types of sales transactions: (i) standalone sales of software products, (ii) sales of software upgrades and (iii) sales of software bundled with hardware not essential to the functionality of the hardware.

Revenue from service and support contracts is deferred and recognized ratably over the service coverage periods. These contracts typically include extended phone support, repair services, web-based support resources and diagnostic tools offered under the Company’s standard limited warranty.

The Company sells software and peripheral products obtained from other companies. The Company generally establishes its own pricing and retains related inventory risk, is the primary obligor in sales transactions with its customers, and assumes the credit risk for amounts billed to its customers. Accordingly, the Company generally recognizes revenue for the sale of products obtained from other companies based on the gross amount billed.

The Company records reductions to revenue for estimated commitments related to price protection and for customer incentive programs, including reseller and end-user rebates, and other sales programs and volume-based incentives. The estimated cost of these programs is accrued as a reduction to revenue in the period the Company has sold the product and committed to a plan. The Company also records reductions to revenue for expected future product returns based on the Company’s historical experience. Revenue is recorded net of taxes collected from customers that are remitted to governmental authorities, with the collected taxes recorded as current liabilities until remitted to the relevant government authority.

For multi-element arrangements that include tangible products that contain software that is essential to the tangible product’s functionality and undelivered software elements that relate to the tangible product’s essential software, the Company allocates revenue to all deliverables based on their relative selling prices. In such circumstances, the new accounting principles establish a hierarchy to determine the selling price to be used for allocating revenue to deliverables as follows: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”), and (iii) best estimate of the selling price (“ESP”). VSOE generally exists only when the Company sells the deliverable separately and is the price actually charged by the Company for that deliverable. ESPs reflect the Company’s best estimates of what the selling prices of elements would be if they were sold regularly on a stand-alone basis.

As described in more detail below, for all past and current sales of iPhone, iPad, Apple TV and for sales of iPod touch beginning in June 2010, the Company has indicated it may from time-to-time provide future unspecified software upgrades and features free of charge to customers. The Company has identified two deliverables in arrangements involving the sale of these devices. The first deliverable is the hardware and software essential to the functionality of the hardware device delivered at the time of sale. The second deliverable is the right included with the purchase of iPhone, iPad, iPod touch and Apple TV to receive on a when-and-if-available basis, future unspecified software upgrades and features relating to the product’s essential software. The Company has allocated revenue between these two deliverables using the relative selling price method. Because the Company has neither VSOE nor TPE for the two deliverables, the allocation of revenue has been based on the Company’s ESPs. Amounts allocated to the delivered hardware and the related essential software are recognized at the time of sale provided the other conditions for revenue recognition have been met. Amounts allocated to the unspecified software upgrade rights are deferred and recognized on a straight-line basis over the 24-month estimated life of each of these devices. All product cost of sales, including estimated warranty costs, are recognized at the time of sale. Costs for engineering and sales and marketing are expensed as incurred.

The Company’s process for determining its ESP for deliverables without VSOE or TPE considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. The Company believes its customers, particularly consumers, would be reluctant to buy unspecified software upgrade rights related to iPhone iPad, iPod touch and Apple TV. This view is primarily based on the fact that upgrade rights do not obligate the Company to provide upgrades at a particular time or at all, and do not specify to customers which upgrades or features will be delivered. Therefore, the Company has concluded that if it were to sell upgrade rights on a standalone basis, including those rights associated with iPhone, iPad, iPod touch and Apple TV, the selling price would be relatively low. Key factors considered by the Company in developing the ESPs for these upgrade rights include prices charged by the Company for similar offerings, the Company’s historical pricing practices, the nature of the upgrade rights (e.g., unspecified and when-and-if-available), and the relative ESP of the upgrade rights as compared to the total selling price of the product. The Company may also consider, when appropriate, the impact of other products and services, including advertising services, on selling price assumptions when developing and reviewing its ESPs for software upgrade rights and related deliverables. The Company may also consider additional factors as appropriate, including the pricing of competitive alternatives if they exist, and product-specific business objectives.

Beginning in the third quarter of 2010 in conjunction with the announcement of iOS 4, the Company’s ESPs for the software upgrade rights included with iPhone, iPad and iPod touch reflect the positive financial impact expected by the Company as a result of its planned implementation of a mobile advertising platform for these devices and the expectation of customers regarding software that includes or supports an advertising component. iOS 4 supports iAd, the Company’s new mobile advertising platform, which will enable applications on iPhone, iPad and iPod touch to feature media-rich advertisements within applications.

For all periods presented, the Company’s ESP for the software upgrade right included with each Apple TV sold is $10. The Company’s ESP for the software upgrade right included with each iPhone sold through the Company’s second quarter of 2010 was $25. Beginning in April 2010 in conjunction with the Company’s announcement of iOS 4 for iPhone, the Company lowered its ESP for the software upgrade right included with each iPhone to $10.

Beginning with initial sales of iPad in April 2010, the Company has also indicated it may from time-to-time provide future unspecified software upgrades and features free of charge to iPad customers. The Company’s ESP for the software upgrade right included with the sale of each iPad is $10. In June 2010, the Company announced that certain previously sold iPod touch models would receive an upgrade to iOS 4 free of charge and indicated iPod touch devices running on iOS 4 may from time-to-time receive future unspecified software upgrades and features free of charge. The Company’s ESP for the software upgrade right included with each iPod touch sold beginning in June 2010 is $5.

The Company accounts for multiple element arrangements that consist only of software or software-related products, including the sale of upgrades to previously sold software, in accordance with industry specific accounting guidance for software and software-related transactions. For such transactions, revenue on arrangements that include multiple elements is allocated to each element based on the relative fair value of each element, and fair value is generally determined by VSOE. If the Company cannot objectively determine the fair value of any undelivered element included in such multiple-element arrangements, the Company defers revenue until all elements are delivered and services have been performed, or until fair value can objectively be determined for any remaining undelivered elements. When the fair value of a delivered element has not been established, but fair value exists for the undelivered elements, the Company uses the residual method to recognize revenue. Under the residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the delivered elements and is recognized as revenue.

Except as described for iPhone, iPad, iPod touch and Apple TV, the Company generally does not offer specified or unspecified upgrade rights to its customers in connection with software sales or the sale of extended warranty and support contracts. A limited number of the Company’s software products are available with maintenance agreements that grant customers rights to unspecified future upgrades over the maintenance term on a when and if available basis. Revenue associated with such maintenance is recognized ratably over the maintenance term.

During 2009, the Company adopted the FASB’s new accounting standard on fair value measurements and disclosures for all financial assets and liabilities. The new accounting principles defined fair value, provided a

framework for measuring fair value, and expanded the disclosures required for fair value measurements. During the first quarter of 2010, the Company adopted the new fair value accounting principles for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis, which did not have a material effect on the Company’s financial condition or operating results.

In December 2007, the FASB issued a new accounting standard for business combinations, which established principles and requirements for how an acquirer is to recognize and measure in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree in a business combination. This new accounting standard also established principles regarding how goodwill acquired in a business combination or a gain from a bargain purchase should be recognized and measured, as well as providing guidelines on the disclosure requirements. In April 2009, the FASB amended this new accounting standard to require that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair value, if the fair value can be determined during the measurement period. The Company adopted the new business combination accounting standard in the first quarter of 2010 and applied these principles to any business combinations completed in or after the first quarter of 2010. The adoption of the new business combination accounting standard did not have a material effect on the Company’s financial condition or operating results.

During the first nine months of 2010, the Company completed various business acquisitions for an aggregate cash consideration, net of cash acquired, of $615 million, of which $508 million was allocated to goodwill and $101 million to acquired intangible assets.

The following table summarizes the fair value of the Company’s cash and available-for-sale securities held in its marketable securities investment portfolio, recorded as cash, cash equivalents or short-term or long-term marketable securities as of June 26, 2010 and September 26, 2009 (in millions):

The following tables summarize the Company’s available-for-sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses and fair value by significant investment category recorded as cash and cash equivalents or short-term or long-term marketable securities as of ~~June 26,~~December 25, 2010 and September ~~26, 2009~~25, 2010 (in millions):

The Company had net unrealized gains on its investment portfolio of ~~$79~~$32 million and ~~$57~~$180 million as of ~~June 26,~~December 25, 2010 and September ~~26, 2009,~~25, 2010, respectively. The net unrealized gains as of ~~June 26,~~December 25, 2010 and September ~~26, 2009 are~~25, 2010 related primarily to long-term marketable securities. The Company may sell certain of its marketable securities prior to their stated maturities for strategic purposes infor reasons, including but not limited to, anticipation of credit deterioration ~~or for~~and duration management. The Company recognized no significant net realized gains or losses during the ~~three- and nine-month periods ended June 26,~~first quarter of 2011 or 2010 ~~and June 27, 2009~~ related to such sales. The maturities of the Company’s long-term marketable securities generally range from one year to five years.

~~The following tables show~~As of December 25, 2010, the Company had $1 million of gross unrealized losses ~~and fair value for investments in an unrealized loss position as of June 26, 2010 and September 26, 2009, aggregated by investment category and the length of time that~~related to individual securities ~~have~~that had been in a continuous loss position ~~(in millions):~~

for 12 months or longer. The fair value of the individual securities that had been in a continuous loss position for 12 months or longer as of December 25, 2010 was $518 million. The Company had $11 million of gross unrealized losses ~~on the Company’s marketable securities were caused primarily by changes~~as of September 25, 2010, of which an insignificant amount had been in ~~market interest rates~~a continuous loss position for 12 months or ~~widening credit spreads.~~ longer.

The Company considers the declines in market value of its marketable securities investment portfolio to be temporary in nature. The Company typically invests in highly-rated securities, and its policy generally limits the amount of credit exposure to any one issuer. The Company’s investment policy requires investments to be investment grade, primarily rated single-A or better, with the objective of minimizing the potential risk of principal loss. Fair values were determined for each individual security in the investment portfolio. When evaluating the investments for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not it will be required to sell, the investment before recovery of the investment’s amortized cost basis. During the ~~three-~~first quarters of 2011 and ~~nine-month periods ended June 26,~~ 2010, ~~and June 27, 2009,~~ the Company did not recognize any significant impairment ~~charges on outstanding securities.~~charges. As of ~~June 26,~~December 25, 2010, the Company does not consider any of its investments to be other-than-temporarily impaired.

The Company uses derivatives to partially offset its business exposure to foreign currency exchange risk. The Company may enter into foreign currency forward and option contracts to offset some of the foreign exchange risk of expected future cash flows on certain forecasted revenue and cost of sales, of net investments in certain foreign subsidiaries, and on certain existing assets and liabilities. To help protect gross margins from fluctuations in foreign currency exchange rates, certain of the Company’s subsidiaries whose functional currency is the U.S. dollar hedge a portion of forecasted foreign currency revenue. The Company’s subsidiaries whose functional currency is not the U.S. dollar and who sell in local currencies may hedge a portion of forecasted inventory purchases not denominated in the subsidiaries’ functional currencies. The Company typically hedges portions of its forecasted foreign currency exposure associated with revenue and inventory purchases for three to six months. To help protect the net investment in a foreign operation from adverse changes in foreign currency exchange rates, the Company may enter into foreign currency forward and option contracts to offset the changes in the carrying amounts of these investments due to fluctuations in foreign currency exchange rates. The Company may also enter into foreign currency forward and option contracts to partially offset the foreign currency exchange gains and losses generated by the re-measurement of certain assets and liabilities denominated in non-functional currencies. However, the Company may choose not to hedge certain foreign currency exchange exposures for a variety of reasons, including but not limited to immateriality, accounting considerations and the prohibitive economic cost of hedging particular

exposures. There can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in foreign currency exchange rates.

The Company’s accounting policies for these instruments are based on whether the instruments are designated as hedge or non-hedge instruments. The Company records all derivatives on the Condensed Consolidated Balance Sheets at fair value. The effective portions of cash flow hedges are recorded in other comprehensive income until the hedged item is recognized in earnings. The effective portions of net investment hedges are recorded in other comprehensive income as a part of the cumulative translation adjustment. Derivatives that are not designated as hedging instruments and the ineffective portions of cash flow hedges and net investment hedges are adjusted to fair value through earnings in other income and expense.

The Company had a net deferred ~~gain~~loss associated with cash flow hedges of approximately ~~$42~~$9 million and $1$252 million, net of taxes, recorded in other comprehensive income as of ~~June 26,~~December 25, 2010 and September ~~26, 2009,~~25, 2010, respectively. Other comprehensive income associated with cash flow hedges of foreign currency revenue is recognized as a component of net sales in the same period as the related revenue is recognized, and other comprehensive income related to cash flow hedges of inventory purchases is recognized as a component of cost of sales in the same period as the related costs are recognized. Substantially all of the Company’s hedged transactions as of ~~June 26,~~December 25, 2010 are expected to occur within six months.

Derivative instruments designated as cash flow hedges must be de-designated as hedges when it is probable the forecasted hedged transaction will not occur in the initially identified time period or within a subsequent ~~two month~~two-month time period. Deferred gains and losses in other comprehensive income associated with such derivative instruments are reclassified immediately into earnings through other income and expense. Any subsequent changes in fair value of such derivative instruments also are reflected in current earnings unless they are re-designated as hedges of other transactions. The Company did not recognize any ~~significant~~material net gains or losses related to the loss of hedge designation on discontinued cash flow hedges during the ~~three- and nine-month periods ended June 26, 2010 and June 27, 2009, respectively.~~first quarter of 2011 or 2010.

The Company had an unrealized net gain on net investment hedges of $3 million and an unrealized net loss on net investment hedges of ~~$17 million and $2~~$9 million, net of taxes, included in the cumulative translation adjustment account of accumulated other comprehensive income (“AOCI”) as of ~~June 26,~~December 25, 2010 and September ~~26, 2009,~~25, 2010, respectively. The ineffective portions and amounts excluded from the effectiveness test of net investment hedges are recorded in current earnings in other income and expense.

The Company recognized in earnings a net gain of $29 million and a net loss of $34 million on foreign currency forward and option contracts not designated as hedging instruments ~~of $25 million and $15 million~~ during the ~~three-~~first quarter of 2011 and ~~nine-month periods ended June 26,~~ 2010, ~~respectively, and a~~respectively. These amounts represent the net gain or loss on ~~foreign currency forward~~the derivative contracts and ~~option contracts~~do not ~~designated as hedging instruments~~include changes in the related exposures, which generally offset a portion of ~~$34 million and a net~~the gain ~~of $139 million during~~or loss on the ~~three- and nine-month periods ended June 27, 2009, respectively.~~derivative contracts.

The following table shows the notional principal amounts of the Company’s outstanding derivative instruments and credit risk amounts ~~of the Company’s~~associated with outstanding or unsettled derivative instruments ~~outstanding~~ as of ~~June 26,~~December 25, 2010 and September ~~26, 2009~~25, 2010 (in millions):

The notional principal amounts for outstanding derivative instruments provide one measure of the transaction volume outstanding ~~as of June 26, 2010~~ and ~~September 26, 2009, and do~~does not represent the amount of the Company’s exposure to credit or market loss. The credit risk amounts represent the Company’s gross exposure to potential

accounting loss on ~~these transactions~~derivative instruments that are outstanding or unsettled if all counterparties failed to perform according to the terms of the contract, based on then-current currency exchange rates at each respective date. The Company’s gross exposure on these transactions may be further mitigated by collateral received from certain counterparties. The Company’s exposure to credit loss and market risk will vary over time as a function of currency exchange rates. Although the table above reflects the notional principal and credit risk amounts of the Company’s foreign exchange instruments, it does not reflect the gains or losses associated with the exposures and transactions that the foreign exchange instruments are intended to hedge. The amounts ultimately realized upon settlement of these financial instruments, together with the gains and losses on the underlying exposures, will depend on actual market conditions during the remaining life of the instruments.

The Company generally enters into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same counterparty. To further limit credit risk, the Company generally enters into collateral security arrangements that provide for collateral to be received or posted when the net fair value of certain financial instruments ~~exceeds~~fluctuates from contractually established thresholds. The Company presents its derivative assets and derivative liabilities at their gross fair values. As of ~~June 26,~~December 25, 2010, the Company ~~has~~ received cash collateral related to the derivative instruments under its collateral security arrangements of ~~$73~~$77 million and recorded the offsetting balance as accrued expenses in the Condensed Consolidated Balance Sheet. ~~The~~As of September 25, 2010, the Company ~~did not record any significant amounts of~~posted cash collateral related to the derivative instruments under its ~~master netting~~collateral security arrangements of $445 million and recorded the offsetting balance as ~~of September 26, 2009.~~other current assets in the Condensed Consolidated Balance Sheet. The Company did not have any derivative instruments with credit risk-related contingent features that would require it to post additional collateral as of ~~June 26,~~December 25, 2010 or September ~~26, 2009.~~25, 2010.

The estimates of fair value are based on applicable and commonly used pricing models and prevailing financial market information as of ~~June 26,~~December 25, 2010 and September ~~26, 2009.~~25, 2010. Refer to Note 3, “Fair Value Measurements” of this Form 10-Q, for additional information on the fair value measurements for all financial assets and liabilities, including derivative assets and derivative liabilities, that are measured at fair value in the condensed consolidated financial statements on a recurring basis. The following tables show the Company’s derivative instruments measured at gross fair value as reflected in the Condensed Consolidated Balance Sheets as of ~~June 26,~~December 25, 2010 and September ~~26, 2009~~25, 2010 (in millions):

The following ~~tables show~~table shows the pre-tax effect of the Company’s derivative instruments designated as cash flow and net investment hedges in the Condensed Consolidated Statements of Operations for the ~~three- and nine-month periods~~three months ended ~~June 26,~~December 25, 2010 and ~~June 27,~~December 26, 2009 (in millions):


	Three Month Periods
	Gains (Losses) Recognized in OCI - Effective Portion (a)						Gains (Losses) Reclassified from AOCI into Income - Effective Portion (a)							Gains (Losses) Recognized – Ineffective Portion and Amount Excluded from Effectiveness Testing							Gains/(Losses) Recognized in OCI - Effective Portion (c)						Gains/(Losses) Reclassified from AOCI into Income - Effective Portion (c)						Gains/(Losses) Recognized - Ineffective Portion and Amount Excluded from Effectiveness Testing
	June 26, 2010			June 27, 2009			Location	June 26, 2010			June 27, 2009			Location	June 26, 2010			June 27, 2009			December 25, 2010			December 26, 2009			December 25, 2010 (a)			December 26, 2009 (b)			Location		December 25, 2010		December 26, 2009
Cash flow hedges:
Foreign exchange contracts	$	118		$	(13	)	Net sales	$	78		$	1		Other income and expense	$	(46	)	$	(13	)	$	(66	)	$	12		$	(449	)	$	(20	)		Other income and expense	$	21	$	(14	)
Foreign exchange contracts		(35	)		(36	)	Cost of sales		(11	)		(6	)	Other income and expense		(4	)		(4	)

Net investment hedges:
Foreign exchange contracts		(18	)		(8	)	Other income and expense		0			0		Other income and expense		0			1			(3	)		(1	)		0			0			Other income and expense		0		0

Total	$	65		$	(57	)		$	67		$	(5	)		$	(50	)	$	16		$	(69	)	$	11		$	(449	)	$	(20	)			$	21	$	(14	)


	Nine Month Periods
	Gains (Losses) Recognized in OCI - Effective Portion (a)						Gains (Losses) Reclassified from AOCI into Income - Effective Portion (a)							Gains (Losses) Recognized – Ineffective Portion and Amount Excluded from Effectiveness Testing
	June 26, 2010			June 27, 2009			Location	June 26, 2010			June 27, 2009			Location	June 26, 2010			June 27, 2009
Cash flow hedges:
Foreign exchange contracts	$	212		$	285		Net sales	$	109		$	324		Other income and expense	$	(69	)	$	(64	)
Foreign exchange contracts		(67	)		87		Cost of sales		(29	)		105		Other income and expense		(19	)		(9	)
Net investment hedges:
Foreign exchange contracts		(16	)		(30	)	Other income and expense		0			0		Other income and expense		0			3

Total	$	129		$	342			$	80		$	429			$	(88	)	$	(70	)

15The Company has considerable trade receivables not covered by collateral, third-party financing arrangements or credit insurance outstanding with its third-party cellular network carriers, wholesalers, retailers, and value-added resellers, and directly to certain education, consumer and enterprise customers. There was one customer that represented 10% of the Company’s trade receivables as of December 25, 2010. Trade receivables from two of the Company’s customers accounted for 15% and 12% of trade receivables as of September 25, 2010. The Company’s cellular network carriers accounted for 54% and 64% of trade receivables as of December 25, 2010 and September 25, 2010, respectively. Additionally, the Company has non-trade receivables from certain of its manufacturing vendors. Vendor non-trade receivables from two of the Company’s vendors accounted for 55% and 27%, respectively, of non-trade receivables as of December 25, 2010 and two of the Company’s vendors accounted for 57% and 24%, respectively, of non-trade receivables as of September 25, 2010.

The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk.

The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level 1– Quoted prices in active markets for identical assets or liabilities.

Level 2– Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3– Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.

The Company’s valuation techniques used to measure the fair value of money market funds and certain marketable equity securities were derived from quoted prices in active markets for identical assets or liabilities. The valuation techniques used to measure the fair value of all other financial instruments, all of which have counterparties with high credit ratings, were valued based on quoted market prices or model driven valuations using significant inputs derived from or corroborated by observable market data.

~~Assets/~~Assets and Liabilities Measured at Fair Value ~~on a Recurring Basis~~

The following tables present the Company’s assets and liabilities measured at fair value, which also represents the related carrying amounts, on a recurring basis as of ~~June 26,~~December 25, 2010 and September ~~26, 2009~~25, 2010 (in millions):

~~The following tables summarize~~During the ~~Company’s~~three months ended December 25, 2010 and September 25, 2010, the Company did not record any other-than-temporary impairments on those assets ~~and liabilities~~required to be measured at fair value on a ~~recurring basis presented on the Company’s Condensed Consolidated Balance Sheets as of June 26, 2010 and September 26, 2009 (in millions):~~non-recurring basis.

The following tables show the Company’s condensed consolidated financial statement details as of ~~June 26,~~December 25, 2010 and September ~~26, 2009~~25, 2010 (in millions):

As of ~~June 26,~~December 25, 2010, the Company recorded gross unrecognized tax benefits of ~~$879 million,~~$1.0 billion, of which ~~$346~~$450 million, if recognized, would affect the Company’s effective tax rate. As of September ~~26, 2009,~~25, 2010, the total amount of gross unrecognized tax benefits was ~~$971~~$943 million, of which ~~$307~~$404 million, if recognized, would affect the Company’s effective tax rate. The Company’s total gross unrecognized tax benefits are classified as other non-current liabilities in the Condensed Consolidated Balance Sheets. The Company had ~~$217~~$254 million and ~~$291~~$247 million of gross interest and penalties accrued as of ~~June 26,~~December 25, 2010 and September ~~26, 2009,~~25, 2010, respectively, which are ~~also~~ classified as other non-current liabilities in the Condensed Consolidated Balance Sheets.

Management believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs. Although timing of the resolution and/or closure of audits is not certain, the Company does not believe it is reasonably possible that its unrecognized tax benefits would materially change in the next 12 months.

The Company has five million shares of authorized preferred stock, none of which is issued or outstanding. Under the terms of the Company’s Restated Articles of Incorporation, the Board of Directors is authorized to determine or alter the rights, preferences, privileges and restrictions of the Company’s authorized but unissued shares of preferred stock.

Comprehensive income consists of two components, net income and other comprehensive income. Other comprehensive income refers to revenue, expenses, gains, and losses that under GAAP are recorded as an element of shareholders’ equity but are excluded from net income. The Company’s other comprehensive income consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, unrealized gains and losses on marketable securities categorized as available-for-sale, and net deferred gains and losses on certain derivative instruments accounted for as cash flow hedges.

The following table summarizes the components of total comprehensive income, net of taxes, during the ~~three- and nine-month periods~~three months ended ~~June 26,~~December 25, 2010 and ~~June 27~~December 26, 2009 (in millions):

The following table summarizes activity in other comprehensive income related to derivatives, net of taxes, held by the Company during the ~~three- and nine-month periods~~three months ended ~~June 26,~~December 25, 2010 and ~~June 27,~~December 26, 2009 (in millions):

The following table summarizes the components of ~~accumulated other comprehensive income,~~AOCI, net of taxes, as of ~~June 26,~~December 25, 2010 and September ~~26, 2009~~25, 2010 (in millions):

During the ~~third~~first quarter of ~~2010,~~2011, executive officers Timothy D. Cook, ~~Ronald B. Johnson,~~ Peter Oppenheimer, ~~Mark Papermaster,~~ Philip W. Schiller, ~~and~~ Bertrand Serlet, D. Bruce Sewell and Jeffrey E. Williams had trading plans pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). A trading plan is a written document that pre-establishes the amounts, prices and dates (or formula for determining the amounts, prices and dates) of future purchases or sales of the Company’s stock, including the exercise and sale of employee stock options and shares acquired pursuant to the Company’s employee stock purchase plan and upon vesting of RSUs.

The 2003 Employee Stock Plan (the “2003 Plan”) is a shareholder approved plan that provides for broad-based equity grants to employees, including executive officers. At the Company’s 2010 annual meeting of shareholders, the 2003 Plan was amended to (1) increase the number of shares of the Company’s common stock that may be delivered pursuant to awards granted under the 2003 Plan by an additional 36,000,000 shares and (2) extend the Company’s authority to grant awards under the 2003 Plan intended to qualify as “performance-based awards” within the meaning of Section 162(m) of the U.S. Internal Revenue Code through the 2015 annual meeting of shareholders.

In August 1997, the Company’s Board of Directors adopted a Director Stock Plan (the “Director Plan”) for non-employee directors of the Company, which was approved by shareholders in 1998. At the Company’s 2010 annual meeting of shareholders, the Director Plan was amended to (1) permit the Company to grant awards of RSUs under the Director Plan, (2) effective for grants awarded on or after February 25, 2010, replace the automatic initial and annual grants of stock options under the Director Plan with automatic initial and annual grants of RSUs under the plan, (3) modify the Director Plan’s existing share-counting provision so that RSUs granted are deducted from the shares available for grant under the Director Plan utilizing a factor of two times the number of RSUs granted, and (4) extend the term of the Director Plan to November 9, 2019.

A summary of the Company’s RSU activity and related information for the ~~nine~~three months ended ~~June 26,~~December 25, 2010, is as follows (in thousands, except per share amounts):

~~The~~RSUs that vested during the three months ended December 25, 2010 and December 26, 2009 had a fair value of $659 million and $292 million, respectively, as of the vesting date of RSUs that vested was $353 million and $990 million for the three- and nine-month periods ended June 26, 2010, respectively, and $98 million and $186 million for the three- and nine-month periods ended June 27, 2009, respectively.

A summary of the Company’s stock option ~~and RSU~~ activity and related information for the ~~nine~~three months ended ~~June 26,~~December 25, 2010, is as follows (in thousands, except per share amounts and contractual term in years):

Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the weighted-average exercise price multiplied by the number of options outstanding or exercisable. The aggregate intrinsic value excludes ~~the effect of~~ stock options that have a zero or negative intrinsic value. The total intrinsic value of options at the time of exercise was ~~$559~~$944 million and ~~$1.6 billion for the three- and nine-month periods ended June 26, 2010, respectively, and $218 million and $367~~$690 million for the ~~three-~~three-months ended December 25, 2010 and ~~nine-month periods ended June 27,~~December 26, 2009, respectively.

The Company had approximately 53.7 million shares and 62.7 million shares reserved for future issuance under the Company’s stock plans as of December 25, 2010 and September 25, 2010, respectively. RSUs granted are deducted from the shares available for grant under the Company’s stock ~~option~~ plans utilizing a factor of two times the number of RSUs granted. Similarly, RSUs cancelled are added back to the shares available for grant under the Company’s stock ~~option~~ plans utilizing a factor of two times the number of RSUs cancelled. ~~Outstanding RSU balances are not included in the outstanding options balances in the stock option activity table.~~

Stock-based compensation cost for RSUs is measured based on the closing fair market value of the Company’s common stock on the date of grant. Stock-based compensation cost for stock options and employee stock purchase plan rights (“stock purchase rights”) is estimated at the grant date and offering date, respectively, based on ~~each option’s~~the fair-value as calculated by the Black-Scholes Merton (“BSM”) option-pricing model. The BSM option-pricing model incorporates various assumptions including expected volatility, expected life and interest rates. The expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected life of the Company’s stock options and other relevant factors including implied volatility in market traded options on the Company’s common stock. The Company bases its expected life assumption on its historical experience and on the terms and conditions of the stock awards it grants to employees. The Company recognizes stock-based compensation cost as expense ~~ratably~~ on a straight-line basis over the requisite service period.

The Company did not grant any stock options during the three months ended December 25, 2010 and December 26, 2009. The weighted-average assumptions used ~~for stock options granted do not apply to employee stock options assumed in conjunction with business acquisitions during~~and the ~~three- and nine-month periods ended June 26, 2010. The~~ weighted-average fair value of stock ~~options assumed~~purchase rights per share during the ~~three- and nine-month periods~~three months ended ~~June 26, 2010 was $256.63 and $216.82, respectively. The weighted-average assumptions used for the three- and nine-month periods ended June 26,~~December 25, 2010 and ~~June 27,~~December 26, 2009 ~~and the resulting estimates of weighted-average fair value per share of stock options granted and of employee stock purchase plan rights (“stock purchase rights”) during those periods~~ are as follows:

The following table provides a summary of the stock-based compensation expense included in the Condensed Consolidated Statements of Operations for the ~~three- and nine-month periods~~three months ended ~~June 26,~~December 25, 2010 and ~~June 27,~~December 26, 2009 (in millions):

Stock-based compensation expense capitalized as software development costs was not significant as of December 25, 2010 or September 25, 2010. The income tax benefit related to stock-based compensation expense was ~~$77~~$96 million and ~~$238~~$82 million for the ~~three-~~three months ended December 25, 2010 and ~~nine-month periods ended June~~December 26, ~~2010, respectively, and was $67 million and $199 million for the three- and nine-month periods ended June 27, 2009.~~2009, respectively. As of ~~June 26,~~December 25, 2010, the total unrecognized compensation cost related to outstanding stock options and RSUs expected to vest was ~~$1.8~~$2.8 billion, which the Company expects to recognize over a weighted-average period of ~~2.65~~3.1 years.

The Company leases various equipment and facilities, including retail space, under noncancelable operating lease arrangements. The Company does not currently utilize any other off-balance sheet financing arrangements. The major facility leases are generally for terms of one to 20 years and generally provide renewal options for terms of one to five additional years. Leases for retail space are for terms of five to 20 years, the majority of which are for ten years, and often contain multi-year renewal options. As of September 26, 2009, the Company’s total future minimum lease payments under noncancelable operating leases were $1.9 billion, of which $1.5 billion related to leases for retail space. During the nine months ended June 26, 2010, total future minimum lease payments under noncancelable operating leases related to leases for retail space increased $200 million to $1.7 billion.

The following table reconciles changes in the Company’s accrued warranties and related costs for the ~~three- and nine-month periods~~three months ended ~~June 26,~~December 25, 2010 and ~~June 27,~~December 26, 2009 (in millions):

The Company generally does not indemnify end-users of its operating system and application software ~~customers~~ against legal claims that the software infringes third-party intellectual property rights. Other agreements entered into by the Company sometimes include indemnification provisions under which the Company could be subject to costs and/or damages in the event of an infringement claim against the Company or an indemnified third-party. However, the Company has not been required to make any significant payments resulting from such an infringement claim asserted against it or an indemnified third-party and, in the opinion of management, does not have a potential liability related to unresolved infringement claims subject to indemnification that would materially adversely affect its financial condition or operating results. Therefore, the Company did not record a liability for ~~indemnification~~infringement costs as of either ~~June 26,~~December 25, 2010 or September ~~26, 2009.~~25, 2010.

The Company has entered into indemnification agreements with its directors and executive officers. Under these agreements, the Company has agreed to indemnify such individuals to the fullest extent permitted by law against liabilities that arise by reason of their status as directors or officers and to advance expenses incurred by such individuals in connection with related legal proceedings. It is not possible to determine the maximum potential amount of payments the Company could be required to make under these agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each claim. However, the Company maintains directors and ~~officers’~~officers liability insurance coverage to reduce its exposure to such obligations, and payments made under these agreements historically have not materially adversely affected the Company’s financial condition or operating results.

Although most components essential to the Company’s business are generally available from multiple sources, certain key components including but not limited to microprocessors, enclosures, certain liquid crystal displays (“LCDs”), certain optical drives and application-specific integrated circuits (“ASICs”) are currently obtained by the Company from single or limited sources, which subjects the Company to significant supply and pricing risks. Many of these and other key components that are available from multiple sources including but not limited to NAND flash memory, dynamic random access memory (“DRAM”) and certain LCDs, are subject at times to industry-wide shortages and significant commodity pricing fluctuations. In addition, the Company has entered into certain agreements for the supply of key components including but not limited to microprocessors, NAND flash memory, DRAM and LCDs at favorable pricing, but there is no guarantee that the Company will be able to extend or renew these agreements on similar favorable terms, or at all, upon expiration or otherwise obtain favorable pricing in the future. Therefore, the Company remains subject to significant risks of supply shortages and/or price increases that can materially adversely affect its financial condition and operating results.

The Company and other participants in the personal computer, and mobile communication and ~~consumer electronics~~media device industries also compete for various components with other industries that have experienced increased demand for their products. In addition, the Company uses some custom components that are not common to the rest of ~~the personal computer, mobile communication and consumer electronics~~these industries, and new products introduced by the Company often utilize custom components available from only one ~~source until the Company has evaluated whether there is a need for, and subsequently qualifies, additional suppliers.~~source. When a component or product uses new technologies, initial capacity constraints may exist until the suppliers’ yields have matured or manufacturing capacity has increased. If the Company’s supply of a key single-sourced component for a new or existing product were delayed or constrained, if such components were available only at significantly higher prices, or if a key ~~manufacturing vendor~~outsourcing partner delayed shipments of completed products to the Company, the Company’s financial condition and operating results could be materially adversely affected. The Company’s business and financial performance could also be adversely affected depending on the time required to obtain sufficient quantities from the original source, or to identify and obtain sufficient quantities from an alternative source. Continued availability of these components at acceptable prices, or at all, may be affected if those suppliers decided to concentrate on the production of common components instead of components customized to meet the Company’s requirements.

~~Significant portions~~Substantially all of the Company’s Macs, iPhones, iPads, iPods, logic boards and other assembled products are now manufactured by outsourcing partners, primarily in various parts of Asia. A significant concentration of this outsourced manufacturing is currently performed by only a few outsourcing partners of the Company, often in single locations. Certain of these outsourcing partners are the sole-sourced supplier of components and manufacturing outsourcing for many of the Company’s key products including but not limited to final assembly of substantially all of the Company’s ~~Macs, iPhones, iPads and iPods.~~hardware products. Although the Company works closely with its outsourcing partners on manufacturing schedules, the Company’s operating results could be adversely affected if its outsourcing partners were unable to meet their production commitments. The Company’s purchase commitments typically cover its requirements for periods ranging from 30 to 150 days.

The Company has entered into long-term agreements to secure the supply of certain inventory components. These agreements generally expire between 2011 and 2022. As of December 25, 2010, the Company had a total of $1.6 billion of inventory component prepayments outstanding, of which $183 million is classified as other current assets and $1.4 billion is classified as other assets in the Condensed Consolidated Balance Sheets. The Company had a total of $956 million of inventory component prepayments outstanding as of September 25, 2010. The Company’s outstanding prepayments will be applied to certain inventory component purchases made during the term of each respective agreement. As of December 25, 2010, the Company had off-balance sheet commitments under long-term supply agreements totaling approximately $3.2 billion to make additional inventory component prepayments and to acquire capital equipment in 2011 and beyond.

The Company leases various equipment and facilities, including retail space, under noncancelable operating lease arrangements. The Company does not currently utilize any other off-balance sheet financing arrangements. The major facility leases are typically for terms not exceeding 10 years and generally provide renewal options for terms not exceeding five additional years. Leases for retail space are for terms ranging from five to 20 years, the majority of which are for 10 years, and often contain multi-year renewal options. As of September 25, 2010, the Company’s total future minimum lease payments under noncancelable operating leases were $2.1 billion, of which $1.7 billion related to leases for retail space. As of December 25, 2010, total future minimum lease payments under noncancelable operating leases related to leases for retail space were $1.7 billion.

Additionally, as of December 25, 2010, the Company had outstanding off-balance sheet commitments for outsourced manufacturing and component purchases of $7.9 billion. Other outstanding obligations were $967 million as of December 25, 2010, and were comprised mainly of commitments to acquire product tooling and manufacturing process equipment and commitments related to advertising, research and development, Internet and telecommunications services and other obligations. These commitments exclude the off-balance sheet commitments under the long-term supply agreements described above.

The Company is subject to ~~certain other~~various legal proceedings and claims that have arisen in the ordinary course of business and have not been fully adjudicated, which are discussed in Part II, Item 1 of this Form 10-Q under the heading “Legal ~~Proceedings.~~Proceedings” and in Part II Item 1A under the heading “Risk Factors.” In the opinion of management, the Company does not have a potential liability related to any current legal proceedings and claims that would individually or in the aggregate materially adversely affect its financial condition or operating results. However, the results of legal proceedings cannot be predicted with certainty.

If the Company failed to prevail in any of these legal matters or if several of these legal matters were resolved against the Company in the same reporting period, the operating results of a particular reporting period could be materially adversely affected.

On March 14, 2008, Mirror Worlds, LLC filed an action against the Company alleging that certain of its products infringed on three patents covering technology used to display files. On October 1, 2010, a jury returned a verdict against the Company, and awarded damages of $208 million per patent for each of the three patents asserted. The Company is challenging the verdict, believes it has valid defenses and has not recorded a loss contingency at this time.

Production and marketing of products in certain states and countries may subject the Company to environmental, product safety and other regulations including, in some instances, the requirement to provide customers the ability to return product at the end of its useful life, and place responsibility for environmentally safe disposal or recycling with the Company. Such laws and regulations have been passed in several jurisdictions in which the Company operates, including various countries within Europe and Asia and certain states and provinces within North America. Although the Company does not anticipate any material adverse effects in the future based on the nature of its operations and the thrust of such laws, there is no assurance that such existing laws or future laws will not materially adversely affect the Company’s financial condition or operating results.

The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments.

The Company manages its business primarily on a geographic basis. Accordingly, the Company determined its operating and reporting segments, which are generally based on the nature and location of its customers, to be the Americas, Europe, Japan, Asia-Pacific and Retail operations. The Americas, Europe, Japan and ~~Asia Pacific segments exclude activities related to~~Asia-Pacific reportable segment results do not include results of the Retail segment. The Americas segment includes both North and South America. The Europe segment includes European countries, as well as the Middle East and Africa. The Asia-Pacific segment includes Australia and Asia, but does not include Japan. The Retail segment operates ~~Apple-owned~~Apple retail stores in 11 countries, including the U.S. ~~and in international markets.~~ Each reportable operating segment provides similar hardware and software products and similar ~~services to the same types of customers.~~services. The accounting policies of the various segments are ~~generally~~ the same as those described in Note 1, “Summary of Significant Accounting Policies” of this Form 10-Q and in the Notes to Consolidated Financial Statements in the Company’s ~~2009~~2010 Form 10-K.

The Company evaluates the performance of its operating segments based on net sales and operating income. Net sales for geographic segments are generally based on the location of customers, while Retail segment net sales are based on sales from the Company’s retail stores. Operating income for each segment includes net sales to third parties, related cost of sales and operating expenses directly attributable to the segment. Advertising expenses are generally included in the geographic segment in which the ~~expenditures are incurred.~~advertising occurs. Operating income for each segment excludes other income and expense and certain expenses managed outside the operating segments. Costs excluded from segment operating income include various corporate expenses such as manufacturing costs and variances not included in standard costs, research and development, corporate marketing expenses, stock-based compensation expense, income taxes, various nonrecurring charges, and other separately managed general and administrative costs. The Company does not include intercompany transfers between segments for management reporting purposes. Segment assets exclude corporate assets, such as cash, short-term and long-term investments, manufacturing and corporate facilities, miscellaneous corporate infrastructure, goodwill and other acquired intangible assets. Except for the Retail segment, capital ~~asset purchases~~expenditures for long-lived assets are not reported to management by segment. Cash payments for capital asset purchases by the Retail segment were $128 million and $276 million during the three- and nine-month periods ended June 26, 2010, respectively, and $101 million and $202 million during the three- and nine-month periods ended June 27, 2009.

The Company has certain retail stores that have been designed and built to serve as high-profile venues to promote brand awareness and serve as vehicles for corporate sales and marketing activities. Because of their unique design elements, locations and size, these stores require substantially more investment than the Company’s more typical retail stores. The Company allocates certain operating expenses associated with its high-profile stores to corporate ~~marketing~~ expense to reflect the estimated Company-wide benefit. The allocation of these operating costs to corporate expense is based on the amount incurred for a high-profile store in excess of that incurred by a more typical Company retail location. The Company had opened a total of 1216 high-profile stores as of ~~June 26,~~December 25, 2010. ~~Expenses~~Amounts allocated to corporate ~~marketing~~expense resulting from the operations of high-profile stores were ~~$18~~$24 million ~~and~~

~~$54 million during the three- and nine-month periods ended June 26, 2010, respectively,~~ and $17 million in the first quarters of 2011 and ~~$49 million during the three- and nine-month periods ended June 27, 2009,~~2010, respectively.

Summary information by operating segment for the ~~three- and nine-month periods~~three months ended ~~June 26,~~December 25, 2010 and ~~June 27,~~December 26, 2009 is as follows (in millions):

A reconciliation of the Company’s segment operating income to the condensed consolidated financial statements for the ~~three- and nine-month periods~~three months ended ~~June 26,~~December 25, 2010 and ~~June 27,~~December 26, 2009 is as follows (in millions):

The Company entered into a Reimbursement Agreement with its CEO, Steve Jobs, for the reimbursement of expenses incurred by Mr. Jobs in the operation of his private plane when used for Apple business. The Company recognized a total of ~~$12,000~~$15,000 and ~~$155,000~~$16,000 in expenses pursuant to the Reimbursement Agreement during the ~~three-~~first quarters of 2011 and ~~nine-month periods ended June 26,~~ 2010, respectively. The Company did not recognize any expenses pursuant to the Reimbursement Agreement during the three months ended June 27, 2009 and recognized a total of $4,000 in expenses pursuant to the Reimbursement Agreement during the nine months ended June 27, 2009. All expenses recognized pursuant to the Reimbursement Agreement have been included in selling, general and administrative expenses in the Condensed Consolidated Statements of Operations.

This section and other parts of this Form 10-Q contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part II, Item 1A, “Risk Factors,” which are incorporated herein by reference. The following discussion should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended September ~~26, 2009, as amended~~25, 2010 (the ~~“2009~~“2010 Form 10-K”) filed with the U.S. Securities and Exchange Commission (“SEC”) and the Condensed Consolidated Financial Statements and notes thereto included elsewhere in this Form 10-Q. All information presented herein is based on the Company’s fiscal calendar. Unless otherwise stated, references in this report to particular years or quarters refer to the Company’s fiscal years ended in September and the associated quarters of those fiscal years. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

The Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) are filed with the SEC. Such reports and other information filed by the Company with the SEC are available on the Company’s website athttp://www.apple.com/investor when such reports are available on the SEC website. The public may read and copy any materials filed by the Company with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Room 1580, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy, and information statements and other information regarding issuers that file electronically with the SEC athttp://www.sec.gov. The contents of these websites are not incorporated into this filing. Further, the Company’s references to the URLs for these websites are intended to be inactive textual references only.

In September 2009, the Financial Accounting Standards Board (“FASB”) amended the accounting standards related to revenue recognition for arrangements with multiple deliverables and arrangements that include software elements (“new accounting principles”). The Company adopted the new accounting principles on a retrospective basis during the first quarter of 2010.

~~Under the historical accounting principles, the Company was required to account for sales of both iPhone~~^® ~~and Apple TV~~^® using subscription accounting because the Company indicated it might from time-to-time provide future unspecified software upgrades and features for those products free of charge. Under subscription accounting, revenue and associated product cost of sales for iPhone and Apple TV were deferred at the time of sale and recognized on a straight-line basis over each product’s estimated economic life. This resulted in the deferral of significant amounts of revenue and cost of sales related to iPhone and Apple TV.

~~The new accounting principles impact the Company’s accounting for all past and current sales of iPhone, iPad™, Apple TV and for sales of iPod touch~~^® beginning in June 2010. The new accounting principles require the Company to account for the sale of these devices as two deliverables. The first deliverable is the hardware and software essential to the functionality of the hardware device delivered at the time of sale, and the second deliverable is the right included with the purchase of these devices to receive on a when-and-if-available basis, future unspecified software upgrades and features relating to the product’s essential software. The new accounting principles result in the recognition of a substantial portion of the revenue and all product costs from the sale of these devices at the time of their sale. Additionally, the Company is required to estimate a standalone selling price for the unspecified software upgrade rights included with the sale of these devices and recognizes that amount ratably over the 24-month estimated life of the related hardware device.

~~Note 1, “Summary of Significant Accounting Policies” under the subheadings “~~~~Basis of Presentation and Preparation~~~~” and “~~~~Revenue Recognition~~~~” of this Form 10-Q provides additional information on the Company’s~~

~~change in accounting resulting from the adoption of the new accounting principles and the Company’s revenue recognition accounting policy.~~

The Company designs, manufactures, and markets a range of personal computers, mobile communication and ~~consumer electronics~~media devices, and portable digital music ~~and video~~ players, and sells a variety of related software, services, peripherals, ~~and~~ networking solutions, and third-party digital content and applications. The Company’s products and services include ~~the~~ Mac^® ~~line of desktop and portable~~ computers, iPhone^®, ~~iPad™~~iPad^®, ~~the~~ iPod^® ~~line of portable digital music and video players,~~, Apple TV^®~~, Xserve~~^®, a portfolio of consumer and professional software applications, the Mac OS^® X and iOS operating ~~system,~~systems, third-party digital content and applications through the iTunes Store^®, and Mac App Store, and a variety of accessory, service and support offerings. The Company sells its products worldwide through its retail stores, online stores, ~~its retail stores, its~~and direct sales force, as well as third-party cellular network carriers, ~~and third-party~~ wholesalers, retailers, and value-added resellers. In addition, the Company sells a variety of third-party Mac, iPhone, iPad and iPod compatible products, including application software, printers, storage devices, speakers, headphones, and various other accessories and peripherals through its online and retail stores. The Company sells to consumer, small and mid-sized business, ~~(“SMB”),~~ education, enterprise, government, and creative markets. A further description of the Company’s products may be found below under the heading “Products” and Part II, Item 1A, “Risk Factors,” as well as in Part I, Item 1, “Business,” of the Company’s 2009 Form 10-K.

The Company is ~~focused on providing~~committed to bringing the best user experience to its customers through its innovative ~~products~~hardware, software, peripherals, services, and solutions to consumer, SMB, education, enterprise, government and creative customers that greatly enhance their evolving digital lifestyles and work environments. The Company’s overall business strategy is to control the design and development of the hardware and software for all of its products, including personal computers, mobile communications and consumer electronics devices.Internet offerings. The Company’s business strategy leverages its unique ability to design and develop its own operating ~~system,~~systems, hardware, application software, and services to provide its customers new products and solutions with superior ease-of-use, seamless integration, and innovative industrial design. The Company believes continual investment in research and development is critical to the development and enhancement of innovative products and technologies.

In conjunction with its strategy, the Company continues to build and host a robust platform for the discovery and delivery of third-party digital content and applications through the iTunes Store. ~~The Company’s~~Within the iTunes Store, the Company has expanded its offerings through the App ~~Store™~~Store and ~~iBookstore™~~iBookstore, which allow customers to browse, search for, and purchase third-party applications and books through either a Mac or Windows-based computer or by wirelessly downloading directly to an iPhone, iPad or iPod touch. In January 2011, the Company opened the Mac App Store allowing customers to find, download and install applications for their Macs in one step. The Company also ~~desires~~works to support a community for the development of third-party software and hardware products and digital content that complement the Company’s ~~offerings through~~offerings. Additionally, the Company’s strategy includes expanding its ~~developer programs.~~distribution network to effectively reach more customers and provide them with a high-quality sales and post-sales support experience. The Company is therefore uniquely positioned to offer superior and well-integrated digital lifestyle and productivity solutions.

The Company participates in several highly competitive markets, including personal computers with its Mac ~~line of personal~~ computers; mobile communications and ~~consumer electronics~~media devices with its iPhone, iPad and iPod product families; and ~~through~~ distribution of third-party digital content and applications with its online iTunes Store. While the Company is widely recognized as a leading innovator in the ~~personal computer, mobile communications and consumer electronics~~ markets ~~as well as a leader in the market for distribution of digital content and applications,~~where it competes, these markets are highly competitive and subject to aggressive pricing. To remain competitive, the Company believes that increased investment in research and development and marketing and advertising is necessary to maintain or expand its position in the markets where it competes. The Company’s research and development spending is focused on investing in new hardware and software products, and in further developing its existing products, including Mac, ~~line of personal computers; the~~iPhone, iPad, and iPod hardware; Mac OS X and iOS operating systems; and a variety of application software for the Mac; iPhone, iPad and iPod and related software; development of new digital lifestyle consumer and professional software applications; and investing in new product areas and technologies.software. The Company also believes increased investment in marketing and advertising programs is critical to increasing product and brand awareness.

The Company utilizes a variety of direct and indirect distribution ~~channels.~~channels, including its retail stores, online stores, and direct sales force, and third-party cellular network carriers, wholesalers, retailers, and value-added resellers. The Company believes that sales of its innovative and differentiated products are enhanced by knowledgeable salespersons who can convey the value of the hardware, software, and peripheral integration, demonstrate the unique digital lifestyle solutions that are available on its products, and demonstrate the compatibility of the Mac with the Windows platform and networks. The Company further believes providing direct contact with its targeted customers is an effective way to demonstrate the advantages of its products over those of its competitors and providing a high-quality sales and after-sales support experience is critical to attracting new and retaining existing customers. To ensure a high-quality buying experience for its products in which service and

education are emphasized, the Company continues to expand and improve its distribution capabilities by ~~opening~~expanding the number of its own retail stores inworldwide. Additionally, the U.S. and in international markets. The Company had 293 stores open as of June 26, 2010. The Company also sells to customers directly through its online stores around the world and through its direct sales force.

~~The~~ Company has ~~also~~ invested in programs to enhance reseller sales ~~including the~~by placing high quality Apple^® ~~Sales Consultant Program, which places Apple employees~~ fixtures, merchandising materials and ~~contractors at~~other resources within selected third-party reseller ~~locations, and~~locations. Through the Apple Premium Reseller Program, ~~through which independently run businesses~~certain third-party resellers focus on the Apple platform ~~and provide~~by providing a high level of ~~customer service~~integration and support services, and product expertise.

The Company ~~believes providing direct contact with its targeted customers is an efficient way to demonstrate the advantages~~offers a range of ~~its~~personal computing products, ~~over those~~mobile communication and media devices, and portable digital music players, as well as a variety of ~~its competitors.~~

~~Additionally,~~related software, services, peripherals, networking solutions and various third-party hardware and software products. In addition, the Company has signed multi-year agreements with various cellular network carriers authorizing them to distribute and provide cellular network services for iPhones. These agreements are generally not exclusive with a specific carrier, except in the U.S., Germany and certain other countries. The Company’s iPods are also sold through a significant number of distribution points,offers its own software products, including ~~certain department stores, member-only warehouse stores, and large retail chains and specialty retail stores.~~

~~In June 2010, the Company introduced the new iPhone 4, featuring an all-new design, FaceTime~~^® video calling, a new high resolution Retina™ display, a 5 megapixel camera with LED flash and front facing camera, high definition video recording, Apple’s A4 processor and a 3-axis gyroscope. iPhone 4 comes with iOS 4, the newest version ofMac OS X, the Company’s proprietary operating system software for the Mac; iOS, the Company’s proprietary mobile operating ~~system,~~system; server software; and ~~is available in 16GB~~application software for consumer, education, and ~~32GB models. iPhone 4 first became available in the U.S., France, Germany, Japan and the U.K. on June 24, 2010 and is expected to be made available in other countries in the fourth quarter of 2010.~~

In June 2010, the Company launched iOS 4, which includes new features such as Multitasking that allows customers to move between applications, Folders to organize and easily access applications, a unified Mail inbox, support for the iAd™ mobile advertising platform, and the iBooks^® reader and iBookstore. iOS 4 became available for iPhone 3G, iPhone 3GS, iPhone 4, and second and third generation iPod touch in June 2010, and is expected to be available for iPad in the fall of 2010. Certain features of the iOS 4 software will not function on certain earlier iPhone and iPod touch models.

In June 2010, the Company announced its iAd mobile advertising network that was launched on July 1, 2010 on iPhone and iPod touch devices running its iOS 4 software. iAd combines the appearance of TV advertising with the interactivity of Internet advertising and will allow mobile device customers to engage with an ad without being removed from the applications they are currently using.

In January 2010, the Company introduced iPad, a multi-purpose mobile device for browsing the web, reading and sending email, viewing photos, watching videos, listening to music, playing games, reading e-books and more. iPad is based on the Company’s Multi-Touch™ technology, has a 9.7-inch LED-backlit display, is 0.5 inches thick and weighs 1.5 pounds. iPad is available in two models, one with Wi-Fi connectivity and the other with both Wi-Fi and 3G connectivity. Both versions of iPad became available in the U.S. in April 2010 and in nine additional countries in May 2010.

business customers. A detailed discussion of the Company’s other products may be found in Part I, Item ~~2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the Company’s 2010 Form 10-Qs and in Part I, Item~~ 1, “Business,” of the Company’s ~~2009~~2010 Form 10-K.

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Note 1, “Summary of Significant Accounting Policies” of this Form 10-Q and in the Notes to Consolidated Financial Statements in the Company’s ~~2009~~2010 Form 10-K describes the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements. Management bases its estimates on historical experience

and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates and such differences may be material.

Management believes the Company’s critical accounting policies and estimates are those related to revenue recognition, valuation and impairment of marketable securities, ~~allowance for doubtful accounts,~~ inventory valuation and inventory purchase commitments, warranty costs, income taxes, and legal and other contingencies. Management considers these policies critical because they are both important to the portrayal of the Company’s financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters. The Company’s senior management has reviewed these critical accounting policies and related disclosures with the Audit and Finance Committee of the Company’s Board of Directors.

Net sales consist primarily of revenue from the sale of hardware, software, digital content and applications, peripherals, and service and support contracts. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collection is probable. Product is considered delivered to the customer once it has been shipped and title and risk of loss have been transferred. For most of the Company’s product sales, these criteria are met at the time the product is shipped. For online sales to individuals, for some sales to education customers in the U.S., and for certain other sales, the Company defers recognition of revenue until the customer receives the product because the Company retains a portion of the risk of loss on these sales during transit. The Company recognizes revenue from the sale of hardware products (e.g., Macs, iPhones, iPads, iPods and peripherals), software bundled with hardware that is essential to the functionality of the hardware, and third-party digital content sold on the iTunes Store in accordance with general revenue recognition accounting guidance. The Company recognizes revenue in accordance with industry specific software accounting guidance for the following types of sales transactions: (i) standalone sales of software products, (ii) sales of software upgrades and (iii) sales of software bundled with hardware not essential to the functionality of the hardware.

For multi-element arrangements that include tangible products containing software essential to the tangible product’s functionality and undelivered software elements relating to the tangible product’s essential software, the Company allocates revenue to all deliverables based on their relative selling prices. In such circumstances, the ~~new accounting principles establish~~Company uses a hierarchy to determine the selling price to be used for allocating revenue to ~~deliverables as follows:~~deliverables: (i) vendor-specific objective evidence of fair value (“VSOE”), (ii) third-party evidence of selling price (“TPE”) and (iii) best estimate of the selling price (“ESP”). VSOE generally exists only when the Company sells the deliverable separately and is the price actually charged by the Company for that deliverable. ESPs reflect the Company’s best estimates of what the selling prices of elements would be if they were sold regularly on a stand-alone basis.

For all past and current sales of iPhone, iPad, Apple TV and for sales of iPod touch beginning in June 2010, the Company indicated it might from time-to-time provide future unspecified software upgrades and features free of charge to customers. The Company has identified two deliverables in arrangements involving the sale of these devices. The first deliverable is the hardware and software essential to the functionality of the hardware device delivered at the time of sale. The second deliverable is the right included with the purchase of iPhone, iPad, iPod touch and Apple TV to receive on a when-and-if-available basis, future unspecified software upgrades and features relating to the product’s essential software. The Company has allocated revenue between these two deliverables using the relative selling price method. Because the Company has neither VSOE nor TPE for ~~the two deliverables, the allocation of~~embedded unspecified software upgrade rights, revenue ~~has been~~is allocated to these rights based on the Company’s ESPs. ~~Amounts~~Revenue allocated to the ~~delivered hardware and the related essential software are recognized at the time of sale provided the other conditions for revenue recognition have been met. Amounts allocated to the~~embedded unspecified software upgrade ~~right are~~rights is deferred and recognized on a straight-line basis over the 24-month estimated life of each of ~~these devices. All product cost of sales, including estimated warranty costs, are recognized at~~ the ~~time of sale. Costs for engineering and sales and marketing are expensed as incurred. If the estimated life of the~~related hardware ~~product should change, the future rate of amortization of the revenue allocated to the software upgrade right will also change.~~

products. The Company’s process for determining ~~its ESP for deliverables without VSOE or TPE~~ESPs involves management’s judgment. The Company’s process considers multiple factors that may vary over time depending upon the unique facts and

circumstances related to each deliverable. The Company believes its customers, particularly consumers, would be reluctant to buy unspecified software upgrade rights related to iPhone, iPad, iPod touch and Apple TV. This view is primarily based on the fact that upgrade rights do not obligate the Company to provide upgrades at a particular time or at all, and do not specify to customers which upgrades or features will be delivered. Therefore, the Company has concluded if it were to sell upgrade rights on a standalone basis, including those rights associated with iPhone, iPad, iPod touch and Apple TV, the selling price would be relatively low. Key factors considered by the Company in developing the ESPs for these upgrade rights include prices charged by the Company for similar offerings, the Company’s historical pricing practices, the nature of the upgrade rights (e.g., unspecified and when-and-if-available), and the relative ESP of the upgrade rights as compared to the total selling price of the product. The Company may also consider, when appropriate, the impact of other products and services, including advertising services, on selling price assumptions when developing and reviewing its ESPs for software upgrade rights and related deliverables. The Company may also consider additional factors as appropriate, including the pricing of competitive alternatives if they exist, and product-specific business objectives. If the facts and circumstances underlying the factors considered change or should future facts and circumstances lead the Company to consider additional factors, the Company’s ESP for software upgrades related to future sales ~~for~~of these devices could change. If the estimated life of one or more of the hardware products should change, inthe future ~~periods.~~

~~Beginning in~~rate of amortization of the ~~third quarter of 2010 in conjunction with the announcement of iOS 4, the Company’s ESPs for~~revenue allocated to the software upgrade rights included with iPhone, iPad and iPod touch reflect the positive financial impact expected by the Company as a result of its planned implementation of a mobile advertising platform for these devices and the expectation of customers regarding software that includes or supports an advertising component. iOS 4 supports iAd, the Company’s new mobile advertising platform, which will enable applications on iPhone, iPad and iPod touch to feature media-rich advertisements within applications.would also change.

The Company records reductions to revenue for estimated commitments related to price protection and for customer incentive programs, including reseller and end-user rebates, and other sales programs and volume-based incentives. For transactions involving price protection, the Company recognizes revenue net of the estimated amount to be refunded, provided the refund amount can be reasonably and reliably estimated and the other conditions for revenue recognition have been met. The Company’s policy requires that, if refunds cannot be reliably estimated, revenue is not recognized until reliable estimates can be made or the price protection lapses. For customer incentive programs, the estimated cost of these programs is recognized at the later of the date at which the Company has sold the product or the date at which the program is offered. The Company also records reductions to revenue for expected future product returns based on the Company’s historical experience. Future market conditions and product transitions may require the Company to increase customer incentive programs and incur incremental price protection obligations that could result in additional reductions to revenue at the time such programs are offered. Additionally, certain customer incentive programs require management to estimate the number of customers who will actually redeem the incentive. Management’s estimates are based on historical experience and the specific terms and conditions of particular incentive programs. If a greater than estimated proportion of customers redeem such incentives, the Company would be required to record additional reductions to revenue, which would have a negative impact on the Company’s results of operations.

The Company’s investments in available-for-sale securities are reported at fair value. Unrealized gains and losses related to changes in the fair value of investments are included in accumulated other comprehensive income, net of tax, as reported in the Company’s Condensed Consolidated Balance Sheets. Changes in the fair value of investments impact the Company’s net income only when such investments are sold or an other-than-temporary impairment is recognized. Realized gains and losses on the sale of securities are determined by specific identification of each security’s cost basis. The Company regularly reviews its investment portfolio to determine if any investment is other-than-temporarily impaired due to changes in credit risk or other potential valuation concerns, which would require the Company to record an impairment charge in the period any such determination is made. In making this judgment, the Company evaluates, among other things, the duration and extent to which the fair value of an investment is less than its cost, the financial condition of the issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not it will be required to sell, the investment before recovery of the investment’s amortized cost basis. The Company’s assessment on whether an investment is other-than-temporarily impaired or not, could change in the future due to new developments or changes in assumptions related to any particular investment.

The Company distributes its products through third-party distributors, cellular network carriers, and resellers and directly to certain education, consumer, and enterprise customers. The Company generally does not require collateral from its customers; however, the Company will require collateral in certain instances to limit credit risk. In addition, when possible the Company does attempt to limit credit risk on trade receivables with credit insurance for certain customers in Latin America, Europe, Asia, and Australia, or by requiring third-party financing, loans or leases to support credit exposure. These credit-financing arrangements are directly between the third-party financing company and the end customer. As such, the Company generally does not assume any recourse or credit-risk-sharing related to any of these arrangements. However, considerable trade receivables that are not covered by collateral, third-party financing arrangements, or credit insurance are outstanding with the Company’s distribution and retail channel partners.

The allowance for doubtful accounts is based on management’s assessment of the ability to collect specific customer accounts and includes consideration of the credit-worthiness and financial condition of those specific customers. The Company records an allowance to reduce the specific receivables to the amount that it reasonably believes to be collectible. The Company also records an allowance for all other trade receivables based on multiple factors, including historical experience with bad debts, the general economic environment, the financial condition of the Company’s distribution channels, and the aging of such receivables. If there is a deterioration of a major customer’s financial condition, if the Company becomes aware of additional information related to the credit-worthiness of a major customer, or if future actual default rates on trade receivables in general differ from those currently anticipated, the Company may have to adjust its allowance for doubtful accounts, which would affect its results of operations in the period the adjustments are made.

The Company must order components for its products and build inventory in advance of product shipments. The Company records a write-down for inventories of components and products, including third-party products held for resale, which have become obsolete or are in excess of anticipated demand or net realizable value. The Company performs a detailed review of inventory each fiscal quarter that considers multiple factors including demand forecasts, product life cycle status, product development plans, current sales levels, and component cost trends. The ~~personal computer, mobile communications and consumer electronics~~ industries in which the Company competes are subject to a rapid and unpredictable pace of product and component obsolescence and demand changes. If future demand or market conditions for the Company’s products are less favorable than forecasted or if unforeseen technological changes negatively impact the utility of component inventory, the Company may be required to record additional write-downs, which would negatively affect its results of operations in the period when the write-downs were recorded.

The Company records accruals for estimated cancellation fees related to component orders that have been cancelled or are expected to be cancelled. Consistent with industry practice, the Company acquires components through a combination of purchase orders, supplier contracts, and open orders based on projected demand information. These commitments typically cover the Company’s requirements for periods ranging from 30 to 150 days. If there is an abrupt and substantial decline in demand for one or more of the Company’s products or an unanticipated change in technological requirements for any of the Company’s products, the Company may be required to record additional accruals for cancellation fees that would negatively affect its results of operations in the period when the cancellation fees are identified and recorded.

The Company provides for the estimated cost of hardware and software warranties at the time the related revenue is recognized based on historical and projected warranty claim rates, historical and projected cost-per-claim, and knowledge of specific product failures that are outside of the Company’s typical experience. Each quarter, the Company reevaluates its estimates to assess the adequacy of its recorded warranty liabilities considering the size of the installed base of products subject to warranty protection and adjusts the amounts as necessary. If actual product failure rates or repair costs differ from estimates, revisions to the estimated warranty liability would be required and could materially affect the Company’s results of operations.

The Company periodically provides updates to its applications and operating system software to maintain the software’s compliance with specifications. The estimated cost to develop such updates is accounted for as warranty

cost that is recognized at the time related software revenue is recognized. Factors considered in determining appropriate accruals related to such updates include the number of units delivered, the number of updates expected to occur, and the historical cost and estimated future cost of the resources necessary to develop these updates.

The Company records a tax provision for the anticipated tax consequences of the reported results of operations. ~~In accordance with GAAP, the~~The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company recognizes ~~and measures~~tax benefits from uncertain tax positions ~~in accordance with GAAP, whereby the Company~~ only ~~recognizes the tax benefit from an uncertain tax position~~ if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement.

Management believes it is more likely than not that forecasted income, including income that may be generated as a result of certain tax planning strategies, together with ~~the tax effects~~future reversals of ~~the deferred tax liabilities,~~existing taxable temporary differences, will be sufficient to fully recover the deferred tax assets. In the event that the Company determines all or part of the net deferred tax assets are not realizable in the future, the Company will make an adjustment to the valuation allowance that would be charged to earnings in the period such determination is made. In addition, the calculation of tax liabilities involves significant judgment in estimating the impact of uncertainties in the application of GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with management’s expectations could have a material impact on the Company’s financial condition and operating results.

As discussed in Part II, Item 1 of this Form 10-Q under the heading “Legal Proceedings” and in Note 7, “Commitments and Contingencies” in Notes to Condensed Consolidated Financial Statements, the Company is subject to various legal proceedings and claims that arise in the ordinary course of business. ~~In accordance with GAAP, the~~The Company records a liability when it is probable that a loss has been incurred and the amount is reasonably estimable. There is significant judgment required in both the probability determination and as to whether an exposure can be reasonably estimated. In management’s opinion, the Company does not have a potential liability related to any current legal proceedings and claims that would individually or in the aggregate materially adversely affect its financial condition or operating results. However, the outcomes of legal proceedings and claims brought against the Company are subject to significant uncertainty. Should the Company fail to prevail in any of these legal matters or should several of these legal matters be resolved against the Company in the same reporting period, the operating results of a particular reporting period could be materially adversely affected.

The following table summarizes net sales and Mac unit sales by operating segment and net sales and unit sales by product during the ~~three- and nine-month periods~~three months ended ~~June 26,~~December 25, 2010 and ~~June 27,~~December 26, 2009 (in millions, except unit sales in thousands and per unit amounts):

Net sales during the ~~third~~first quarter of ~~2010 and the first nine months of 2010~~2011 increased ~~$6.0~~$11.1 billion or ~~61%, and $14.2 billion or 46%, respectively,~~71% compared to the same ~~periods~~quarter in ~~2009.~~2010. Several factors contributed positively to ~~this increase,~~these increases, including the following:

Net sales of iPhone and related products and services were ~~$5.3 billion and $16.4~~$10.5 billion in the ~~third~~first quarter ~~and first nine months~~ of ~~2010, respectively,~~2011 representing an increase of ~~74% and 94%, respectively,~~$4.9 billion or 88% compared to the ~~same periods in 2009.~~first quarter of 2010. Net sales of iPhone and related products and services accounted for ~~34% and 36%~~39% of the Company’s total net sales for the ~~third~~first quarter ~~and~~of 2011 compared to 36% in the first ~~nine months~~quarter of ~~2010, respectively.~~2010. iPhone unit sales totaled ~~8.4~~16.2 million ~~and 25.9~~in the first quarter of 2011, which represents an increase of 7.5 million ~~during the third quarter and first nine months of 2010, respectively, and increased 61% and 94% during the third quarter and first nine months of 2010, respectively,~~units or 86% compared to the same ~~periods~~period in ~~2009.~~2010. iPhone year-over-year growth ~~was attributed primarily to~~reflects strong demand for iPhone 4 in all of the Company’s operating segments and the expanded distribution with new ~~international~~ carriers and ~~resellers, continued growth across existing carriers, and strong overall demand for iPhones, especially~~resellers. As of December 25, 2010, the Company distributed iPhone in ~~international markets. iPhone revenue includes handset revenue recognized and revenue from sales~~90 countries through 185 carriers. In January 2011, the Company announced plans to expand U.S. distribution of iPhone ~~accessories and carrier agreements.~~to the Verizon Wireless network beginning in February 2011.

Net sales of iPad and related products and services were ~~$2.2~~$4.6 billion and unit sales of iPad were ~~3.3~~7.3 million during the ~~third~~first quarter of ~~2010.~~2011. iPad was ~~launched~~released in the U.S. onin April 3, 2010 and ~~expanded to Australia, Canada, France, Germany, Italy, Japan, Spain, Switzerland and~~in various other countries over the ~~U.K. on May 28,~~remainder of 2010. As of December 25, 2010, the Company distributed iPad in 46 countries. The Company distributes iPad through its direct channels, certain ~~of its~~ cellular network carriers’ distribution channels and certain third-party resellers. Net sales of iPad and related products and services accounted for ~~14%~~17% of the Company’s total net sales for the first quarter of 2011.

Mac net sales increased by $980 million or 22% to $5.4 billion in the first quarter of 2011 compared to the same period in 2010 and Mac unit sales increased by 772,000 or 23% in the first quarter of 2011 compared to the same period in 2010. Net sales per Mac unit sold for the first quarter of 2011 were relatively unchanged from the first quarter of 2010. During the first quarter of 2011, net sales and unit sales of the Company’s Mac portable systems increased by 34% and 37%, respectively, primarily attributable to strong demand for MacBook Air, which was updated in October 2010, and MacBook Pro. Net sales and unit sales of the Company’s Mac desktop systems were relatively flat year-over-year. Net sales of the Company’s Macs accounted for 20% of the Company’s total net sales in the first quarter of 2011 compared to 28% in the first quarter of 2010.

Net sales of other music related products and services increased $267 million or 23% to $1.4 billion during the first quarter of 2011 compared to the same period in 2010. This increase was due primarily to growth of the iTunes Store which generated total net sales of $1.16 billion for the first quarter 2011. The results of the iTunes Store reflect growth of the iTunes App Store and continued growth in the installed base of iPhone, iPad, and iPod customers. Net sales of other music related products and services accounted for 5% of the Company’s total net sales for the ~~third~~first quarter ~~and first nine months~~ of ~~2010, respectively.~~

~~Mac net sales increased by $1.0 billion or 31% and $2.7 billion or 28%~~2011 compared to 7% in the ~~third~~first quarter and first nine months of 2010, respectively, compared to the same periods in 2009. Mac unit sales increased by 33% in both the third quarter and first nine months of 2010 compared to the same periods in 2009. Net sales of the Company’s Macs accounted for 28% of the Company’s total net sales in both the third quarter and first nine months of 2010. During the third quarter and first nine months of 2010, net sales of the Company’s Mac portable systems increased by 40% and 22%, respectively, primarily attributable to strong sales growth in MacBook and MacBook Pro. Net sales of the Company’s Mac desktop systems increased by 15% and 40% in the third quarter and first nine months of 2010, respectively, driven by strong demand for iMac which was updated in October 2009.

Net sales of iPods increased ~~$53~~$34 million or ~~4% during the third quarter of 2010, while iPod unit sales declined by 8% during the third quarter of 2010 compared~~1% to ~~the same periods in 2009. During the first nine months of 2010, net sales of iPods increased $269 million or 4%,~~$3.4 billion, while iPod unit sales decreased by 6%7% during the first quarter of 2011 compared to the same period in ~~2009.~~2010. Net sales per iPod unit sold increased by ~~12% and 11%~~9% to $176 in the ~~third~~first quarter ~~and~~of 2011 compared to $162 in the first ~~nine months~~quarter of 2010, ~~respectively, compared~~due to ~~the same periods in 2009. The increase in net sales per iPod unit sold was driven primarily by~~ a shift in product mix toward iPod touch. iPod touch ~~which had strong~~experienced double-digit growth in each of the Company’s ~~reportable geographic~~operating segments. Net sales of iPods accounted for ~~10% and 15%~~13% of the Company’s total net sales for the ~~third~~first quarter ~~and~~of 2011 compared to 22% in the first ~~nine months~~quarter of ~~2010, respectively.~~2010.

The Company manages its business primarily on a geographic basis. The Company’s reportable operating and reporting segments consist of the Americas, Europe, Japan, Asia-Pacific and Retail operations. The Americas, Europe, Japan and Asia-Pacific reportable ~~segments~~segment results do not include ~~activities related to~~the results of the Retail segment. The Americas segment includes both North and South America. The Europe segment includes European countries as well as the Middle East and Africa. The Asia-Pacific segment includes Australia and Asia, but does not include Japan. The Retail segment operates ~~Apple-owned~~Apple retail stores in 11 countries, including the U.S. ~~and in international markets.~~ Each reportable operating segment provides similar hardware and software products and similar ~~services to the same types of customers.~~services. Further information regarding the Company’s operating segments may be found in Note 8, “Segment Information and Geographic Data” in Notes to Condensed Consolidated Financial Statements of this Form 10-Q.

~~Net~~During the first quarter of 2011, net sales in the Americas ~~during the third quarter of 2010~~segment increased ~~$1.8~~$3.1 billion or ~~39%~~51% compared to the ~~third~~first quarter of ~~2009.~~2010. This increase in net sales was ~~attributable to strong demand for~~driven by the launch of iPad ~~increased iPhone revenue primarily attributable to carrier expansion~~ and ~~continued growth across existing carriers, strong~~increased sales of ~~Mac portable systems,~~iPhone and higher sales of third-party digital content and applications from the iTunes Store. Americas Mac net sales and unit sales increased 19% and 18%, respectively, during the third quarter of 2010 compared to the third quarter of 2009, primarily due to strong demand for Mac portable systems.Macs. The Americas segment represented ~~40%~~35% and ~~46%~~39% of the Company’s total net sales in the ~~third quarters~~first quarter of 2011 and 2010, ~~and 2009,~~ respectively.

During the first ~~nine months~~quarter of ~~2010,~~2011, net sales in Europe increased $2.2 billion or 44% compared to the first quarter in 2010. The growth in net sales was due mainly to an increase in iPhone sales attributable to country and carrier expansion, the launch of iPad, and increased sales of Macs, partially offset by the impact of a stronger U.S. dollar. The Europe segment represented 27% and 32% of the Company’s total net sales in the ~~Americas segment~~first quarter of 2011 and 2010, respectively.

During the first quarter of 2011, net sales in Japan increased ~~$3.6 billion~~$650 million or ~~26%~~83% compared to the ~~same period~~first quarter in ~~2009.~~2010. The primary contributors to ~~this~~the growth in net sales ~~growth~~ were ~~a significant year-over-year increase~~increases in sales of iPhone, ~~revenue, strong demand for~~the launch of iPad, higher sales of Macs, and ~~increased sales~~to a lesser extent the impact of ~~third-party digital content and applications from the iTunes Store.~~a stronger Japanese Yen. The ~~Americas~~Japan segment represented ~~approximately 39%~~5% of the Company’s total net sales for both the first quarter of 2011 and ~~45%~~2010.

Net sales in Asia-Pacific increased $3.2 billion or 175% during the first quarter of 2011 compared to the first quarter of 2010. The Company experienced particularly strong year-over-year net sales growth in China, Hong Kong and Korea. Net sales growth in the Asia-Pacific segment resulted from significantly increased iPhone sales attributable to country and carrier expansion and continued growth from existing carriers. Asia-Pacific net sales were also favorably affected by the launch of iPad and strong demand for Macs. The Asia-Pacific segment represented 19% and 11% of the Company’s total net sales for the first ~~nine months of 2010 and 2009, respectively.~~

~~Net sales in Europe increased $1.7 billion or 66% during the third~~ quarter of 2011 and 2010, compared to the third quarter of 2009. The growth in net sales was due mainly to the significant increase in iPhone revenue primarily attributable to country and carrier expansion and continued growth across existing carriers, continued demand for Mac desktop and portable systems and strong demand for iPad, partially offset by a stronger U.S. dollar. Europe Mac net sales and unit sales increased 43% and 46%, respectively, during the third quarter of 2010 compared to the same period in 2009. The Europe segment represented 26% of the Company’s total net sales for both the third quarters of both 2010 and 2009.

For the first nine months of 2010, net sales in Europe increased $4.7 billion or 54% compared to the same period in 2009. Similar to the growth in net sales during the third quarter of 2010, the increase in net sales during the first nine months of 2010 was attributable primarily to the significant year-over-year increase in iPhone revenue, higher sales of Mac desktop and portable systems, and strong demand for iPad. Strong sales of third-party digital content and applications from the iTunes Store also contributed to higher net sales during the first nine months of 2010 compared to the same period in 2009. The Europe segment represented 29% and 28% of the Company’s total net sales for the first nine months in 2010 and 2009, respectively.

Japan’s net sales increased $350 million or 63% during the third quarter of 2010 and increased $935 million or 57% during the first nine months of 2010 compared to the same periods in 2009. The key contributors to Japan’s net sales growth for both the third quarter and first nine months of 2010 were increased iPhone revenue, strong demand for iPad and strength in the Japanese Yen relative to the U.S. dollar. Japan Mac net sales and unit sales grew by 12% and 19%, respectively, during the third quarter of 2010 compared to the same period in 2009. Japan Mac unit sales increased by 15% and Mac net sales decreased by 1% during the first nine months of 2010 compared to the same period in 2009, due primarily to lower average selling prices. The Japan segment represented 6% of the Company’s total net sales for the third quarters of both 2010 and 2009, and 6% and 5% of the Company’s total net sales in the first nine months of 2010 and 2009, respectively.

Net sales in Asia Pacific increased $1.1 billion or 160% during the third quarter of 2010 and increased $3.4 billion or 161% during the first nine months of 2010 compared to the same periods in 2009. The growth in Asia-Pacific net sales was due mainly to the significant increase in iPhone revenue primarily attributable to country and carrier expansion and continued growth across existing carriers, strong demand for Mac portable and desktop systems, and strength in the Australian dollar relative to the U.S. dollar. Higher sales of iPod touch also contributed to the increase in net sales. The Asia Pacific segment represented 12% of the Company’s total net sales in both the third quarter of 2010 and the first nine months of 2010 and represented 7% of the Company’s total net sales in both the third quarter of 2009 and the first nine months of 2009.

Retail net sales increased ~~$1.1~~$1.9 billion or ~~73%~~95% during the ~~third~~first quarter of ~~2010~~2011 compared to the ~~third~~first quarter of ~~2009,~~2010. The increase in net sales was driven primarily by ~~strong demand for~~the launch of iPad, ~~as well as increased~~a significant year-over-year increase in iPhone sales, ~~of Mac portable systems~~ and higher sales of ~~Mac and iPad-related accessories. Mac net sales and unit sales grew in the Retail segment by 29% and 38%, respectively, during the third quarter of 2010 compared to the third quarter of 2009.~~Macs. The Company opened ~~seven~~six new ~~Retail~~retail stores during the ~~third~~first quarter of ~~2010,~~2011, three of which were international stores, ending the quarter with ~~293~~323 stores open as compared to ~~258~~283 stores at the end of the ~~third~~first quarter of ~~2009.~~2010. With an average of ~~287~~321 stores and ~~254~~278 stores opened during the ~~third~~first quarter of ~~2010~~2011 and ~~2009,~~2010, respectively, average revenue per store increased to ~~$9.0~~$12.0 million in the ~~third~~first quarter of ~~2010,~~2011, compared to ~~$5.9~~$7.1 million in the ~~third~~first quarter of ~~2009.~~2010. The Retail segment represented ~~16%~~14% and ~~15%~~13% of the Company’s total net sales in the ~~third~~first quarter of ~~2010~~2011 and ~~2009, respectively.~~

~~Retail net sales grew $1.6 billion or 35% during the first nine months of~~ 2010, compared to the same period in 2009 due primarily to strong demand for iPad, continued increases in sales of Mac portable and desktop systems, and higher sales of Mac and iPad-related accessories. Mac net sales and unit sales grew by 26% and 36%, respectively, during the first nine months of 2010 compared to the same period in 2009. Average revenue per store was $22.0 million for the first nine months of 2010 based on an average of 283 stores, up from $18.3 million in the first nine months of 2009 based on an average of 252 stores. The Retail segment represented 14% and 15% of the Company’s total net sales for the first nine months of 2010 and 2009, respectively.

The Retail segment reported operating income of ~~$593 million during the third quarter of 2010 compared to operating income of $387 million during the third quarter of 2009, and reported operating income of $1.4~~$1.0 billion during the first ~~nine months~~quarter of ~~2010~~2011 as compared to ~~$1.1 billion~~$481 million during the first ~~nine months~~quarter of ~~2009.~~2010. The year-over-year increase in Retail operating income ~~year-over-year is~~during the first quarter of 2011 was primarily attributable to higher overall net sales ~~and improved~~resulting in more effective leverage of ~~Retail operating expenses.~~fixed costs.

Expansion of the Retail segment has required and will continue to require a substantial investment in fixed assets and related infrastructure, operating lease commitments, personnel, and other operating expenses. Capital asset purchases associated with the Retail segment since its inception totaled ~~$2.1~~$2.2 billion through the ~~end of the third~~first quarter of ~~2010.~~2011. As of ~~June 26,~~December 25, 2010, the Retail segment had approximately ~~22,400~~29,700 full-time equivalent employees and had outstanding lease commitments associated with retail space and related facilities of $1.7 billion. The Company would incur substantial costs if it were to close multiple retail stores, and such costs could adversely affect the Company’s financial condition and operating results.

Gross margin for the ~~three- and nine-month periods~~three months ended ~~June 26,~~December 25, 2010 and ~~June 27,~~December 26, 2009 was as follows (in millions, except gross margin percentages):

The gross margin percentage in the ~~third~~first quarter of ~~2010~~2011 was ~~39.1%~~38.5% compared to 40.9% in the ~~third~~first quarter of ~~2009. This~~2010. The year-over-year decline in gross margin is primarily attributable to new and innovative products that have higher cost structures, including iPhone 4 and deliver greater value to customers, including iPad, partially offset by a more favorable sales mix towards products with higher gross margins, including iPhone. The gross margin percentage for the first nine months of 2010 was 40.5% compared to 39.5% for the first nine months of 2009. This increase in gross margin was largely driven by a higher mix of iPhone sales.iPad.

The Company expects to experience decreases in its gross margin percentage ~~to decrease~~ in future periods, as compared to levels achieved during ~~the first nine months of~~ 2010, ~~and anticipates gross margin levels of about 35% in the fourth quarter of 2010. This expected decline is~~ largely due to ~~flat or reduced average selling prices on~~a higher mix of new and innovative products that have higher cost structures and deliver greater value to customers, ~~a stronger U.S. dollar, both~~and expected and potential future component cost ~~increases for key components,~~ and ~~to a lesser extent, the impact in the fourth quarter of the recently announced program to provide iPhone 4 customers with a free case.~~other cost increases.

The foregoing statements regarding the Company’s expected gross margin percentage are forward-looking and could differ from anticipated levels because of several factors, including but not limited to certain of those set forth below in Part II, Item 1A, “Risk Factors” under the subheading “Future operating results depend upon the Company’s ability to obtain key components including but not limited to microprocessors, NAND flash memory, DRAM and LCDs at favorable prices and in sufficient quantities,” which is incorporated herein by reference. ~~There can be no assurance that targeted gross margin percentage levels will be achieved.~~ In general, gross margins and margins on individual products will remain under downward pressure due to a variety of factors, including continued industry wide global product pricing pressures, increased competition, compressed product life cycles, product transitions and potential and expected increases in the cost of key components including but not limited to microprocessors, NAND flash memory, ~~dynamic random access memory (“DRAM”)~~DRAM and ~~liquid crystal displays (“LCDs”),~~LCDs, as well as potential increases in the costs of outside manufacturing services and a potential shift in the Company’s sales mix towards products with lower gross margins. In response to these competitive pressures, the Company expects it will continue to take product pricing actions, which would adversely affect gross margins. Gross margins could also be affected by the Company’s ability to manage product quality and warranty costs effectively and to stimulate demand for certain of its products. Due to the Company’s significant international operations, financial results can be significantly affected in the short-term by fluctuations in exchange rates.

Operating expenses for the ~~three- and nine-month periods~~three months ended ~~June 26,~~December 25, 2010 and ~~June 27,~~December 26, 2009, were as follows (in millions, except for percentages):

~~Expenditures for~~ R&D expense increased ~~36%~~44% or ~~$123~~$177 million to ~~$464~~$575 million ~~during~~in the ~~third~~first quarter of ~~2010~~2011 compared to ~~the same period~~$398 million in ~~2009, and increased 32% or $313 million to $1.3 billion during~~ the first ~~nine months~~quarter of ~~2010 compared to the same period in 2009. These increases were~~2010. This increase was due primarily to an increase in headcount ~~in the current year~~and related expenses to support expanded R&D activities. ~~In addition, $19 million and $64 million of software development costs were capitalized related to Mac OS X Version 10.6 Snow Leopard and excluded from~~Although total R&D expense increased 44% during the ~~three- and nine-month periods ended June 27, 2009, respectively, while no software development costs were capitalized during~~first quarter of 2011, it declined as a percentage of net sales, due to the ~~three- and nine-month periods ended June 26, 2010.~~71% year-over-year increase in net sales. The Company continues to believe that focused investments in R&D are critical to its future growth and competitive position in the marketplace and are directly related to timely development of new and enhanced products that are central to the Company’s core business strategy. As such, the Company expects to ~~continue to invest~~make further investments in R&D to remain competitive.

SG&A ~~expenditures~~expense increased ~~$428~~$608 million or ~~42%~~47% to ~~$1.4~~$1.9 billion ~~during~~in the ~~third~~first quarter of ~~2010~~2011 compared to ~~the same period~~$1.3 billion in ~~2009, and increased $860 million or 28% to $3.9 billion during~~ the first ~~nine months~~quarter of ~~2010 compared to the same period~~2010. The year-over-year increase in ~~2009. These increases were~~SG&A expense was due primarily to the Company’s continued expansion of its Retail segment, higher spending on marketing and advertising ~~higher stock-based compensation expenses, and~~programs, increased variable costs associated with the overall growth of the Company’s net ~~sales.~~sales, and higher stock-based compensation expense.

Total other income and expense ~~decreased $2~~increased $103 million or 3%312% to ~~$58 million during third quarter of 2010 compared to the same period of 2009, and decreased $140 million or 50% to $141~~$136 million during the first ~~nine months~~quarter of ~~2010~~2011 compared to $33 million in the ~~same period in 2009.~~first quarter of 2010. The overall ~~decrease~~increase in other income and expense is ~~primarily~~ attributable to ~~the decline in~~higher interest ~~rates on a year-over-year basis, partially offset by~~income due to the Company’s higher cash, cash equivalents and marketable securities ~~balances.~~balances in addition to lower premium expenses on foreign exchange option contracts during the first quarter of 2011 as compared to the first quarter of 2010. The weighted-average interest rate earned by the Company on its cash, cash equivalents and marketable securities ~~decreased to 0.76%~~was 0.75% in both the ~~third~~first quarter of ~~2010 from 1.11% in the third quarter of 2009. During the third quarter~~2011 and ~~first nine months of 2010 and 2009, the Company had no debt outstanding and accordingly did not incur any related interest expense.~~

The Company’s investment portfolio had gross unrealized gains of $113 million and $73 million as of June 26, 2010 and September 26, 2009, respectively, which were partially offset by gross unrealized losses of $34 million and $16 million as of June 26, 2010 and September 26, 2009, respectively. As of June 26, 2010 and September 26, 2009, the gross unrealized gains related primarily to long-term marketable securities and the gross unrealized losses on the Company’s marketable securities were caused primarily by changes in market interest rates or widening credit spreads.

The Company considers the declines in market value of its marketable securities investment portfolio to be temporary in nature. The Company does not have the intent to sell, nor is it more likely than not the Company will be required to sell, any investment before recovery of its amortized cost basis. Accordingly, no significant declines in fair value were recognized in the Company’s Condensed Statements of Operations during the three- and nine-month periods ended June 26, 2010 and June 27, 2009. The Company may sell its marketable securities prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management. The

~~Company recognized no significant net gains or losses during the three- and nine-month periods ended June 26, 2010 and June 27, 2009 related to such sales.~~2010.

The Company’s effective tax ~~rates~~rate during the first quarter of 2011 was approximately 25% compared with approximately 29% for the ~~three- and nine-month periods ended June 26, 2010 were approximately 24% and 26%, respectively, compared to approximately 32% for both the three- and nine-month periods ended June 26, 2009.~~first quarter of 2010. The Company’s effective ~~rates~~rate for both periods ~~differ~~differs from the statutory federal income tax rate of 35% due primarily to certain undistributed foreign earnings for which no U.S. taxes are provided because such earnings are intended to be indefinitely reinvested outside the U.S. The lower effective tax rate during the ~~third~~first quarter of ~~2010~~2011 as compared to the same quarter ~~in 2009~~of 2010 is due primarily to ~~an increase in~~a higher proportion of foreign earnings ~~on which U.S. income taxes have not been provided~~ as ~~such earnings are intended~~compared to ~~be indefinitely reinvested outside~~ the ~~U.S.~~prior year and the recognition of a tax benefit as a result of legislation enacted during the first quarter of 2011 retroactively reinstating the research and development tax credit.

The Internal Revenue Service (the “IRS”) has completed its field audit of the Company’s federal income tax returns for the years 2004 through 2006 and proposed certain adjustments. The Company has contested certain of these adjustments through the IRS Appeals Office. The IRS is currently examining the years 2007 through 2009. All IRS audit issues for years prior to 2004 have been resolved. ~~During the third quarter of 2010, the Company reached a tax settlement with the IRS for the years 2002 through 2003.~~ In addition, the Company is subject to audits by state, local, and foreign tax authorities. Management believes that adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.

The following table presents selected financial information and statistics as of ~~June 26,~~December 25, 2010 and September ~~26, 2009~~25, 2010 (in millions):

As of ~~June 26,~~December 25, 2010, the Company had ~~$45.8~~$59.7 billion in cash, cash equivalents and marketable securities, an increase of ~~$11.8~~$8.7 billion from September ~~26, 2009.~~25, 2010. The principal component of this net increase was the cash generated by operating activities of ~~$12.9~~$9.8 billion, which was partially offset by payments for acquisition of property, plant and equipment of $1.2 ~~billion and payments made in connection with business acquisitions, net of cash acquired, of $615 million.~~billion.

The Company’s marketable securities investment portfolio is invested primarily in highly rated securities, generally with a minimum rating of ~~single-A.~~single-A or equivalent. As of ~~June 26,~~December 25, 2010 and September ~~26, 2009, $27.1~~25, 2010, $35.1 billion and ~~$17.4~~$30.8 billion, respectively, of the Company’s cash, cash equivalents and marketable securities were held by foreign subsidiaries and are generally based in U.S. dollar-denominated holdings. The Company believes its existing balances of cash, cash equivalents and marketable securities will be sufficient to satisfy its working capital needs, capital asset purchases, outstanding commitments and other liquidity requirements associated with its existing operations over the next 12 months.

The Company’s capital expenditures were ~~$1.6~~$1.4 billion during the first ~~nine months~~quarter of ~~2010,~~2011 consisting of approximately ~~$280~~$56 million for ~~Retail~~retail store facilities and $1.3 billion for other capital ~~expenditures.~~expenditures, including product tooling and manufacturing process equipment, real estate for the future development of the Company’s second corporate campus, and other corporate facilities and infrastructure. The Company’s actual cash payments for ~~these~~ capital expenditures during the first ~~nine months~~quarter of ~~2010~~2011 were $1.2 ~~billion.~~billion, of which $59 million relates to retail store facilities.

The Company anticipates utilizing approximately ~~$2.5~~$5.7 billion for capital expenditures during ~~2010,~~2011, including approximately ~~$400~~$600 million for ~~Retail~~retail store facilities and approximately ~~$2.1~~$5.1 billion for product tooling and manufacturing process equipment, ~~real estate acquisitions,~~ and corporate facilities and infrastructure, including information systems hardware, software and enhancements.

Historically the Company has opened between 25 and 50 new retail stores per year. During ~~2010,~~2011, the Company expects to open ~~a number of~~40 to 50 new stores, ~~near the upper end of this range,~~ over half of which are expected to be located outside of the U.S.

The Company has not entered into any transactions with unconsolidated entities whereby the Company has financial guarantees, subordinated retained interests, derivative instruments or other contingent arrangements that expose the Company to material continuing risks, contingent liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to the Company.

As of September ~~26, 2009,~~25, 2010, the Company had total outstanding commitments on noncancelable operating leases of ~~$1.9~~$2.1 billion, ~~$1.5~~$1.7 billion of which ~~are~~ related to the lease of retail space and related facilities. The Company’s major facility leases are ~~generally~~typically for terms ~~of one to 20~~not exceeding 10 years and generally provide renewal options for terms ~~of one to~~not exceeding five additional years. Leases for retail space are for terms ofranging from five to 20 years, the majority of which are for ~~ten~~10 years, and often contain multi-year renewal options. Total outstanding commitments on noncancelable operating leases related to the lease of retail space ~~increased to~~were $1.7 billion as of ~~June 26,~~December 25, 2010.

Purchase Commitments with ~~Contract Manufacturers~~Outsourcing Partners and Component Suppliers

The Company utilizes several ~~contract manufacturers~~outsourcing partners to manufacture sub-assemblies for the Company’s products and to perform final assembly and test of finished products. These ~~contract manufacturers~~outsourcing partners acquire components and build product based on demand information supplied by the Company, which typically covers periods ranging from 30 to 150 days. The Company also obtains individual components for its products from a wide variety of individual suppliers. Consistent with industry practice, the Company acquires components through a combination of purchase orders, supplier contracts, and open orders based on projected demand information. ~~Such purchase commitments typically cover the Company’s forecasted component and manufacturing requirements for periods ranging from 30 to 150 days.~~ As of ~~June 26,~~December 25, 2010, the Company had outstanding off-balance sheet third-party manufacturing commitments and component purchase commitments of ~~$6.2~~$7.9 billion.

The Company has also entered into ~~prepaid~~ long-term ~~supply~~ agreements to secure the supply of certain inventory components. These agreements generally expire between 2011 and 2022. As of ~~June 26,~~December 25, 2010, the Company had ~~a total of $991 million of~~off-balance sheet commitments under long-term supply agreements totaling approximately $3.2 billion to make additional inventory component prepayments ~~outstanding, which $161 million is classified as other current assets~~ and ~~$830 million is classified as other assets~~to acquire capital equipment in the Condensed Consolidated Balance Sheets. The Company had a total of $1.2 billion of inventory component prepayments outstanding as of September 26, 2009, of which $309 million was classified as other current assets2011 and ~~$844 million was classified as other assets in the Condensed Consolidated Balance Sheets.~~beyond.

Other outstanding obligations were ~~$256~~$967 million as of ~~June 26,~~December 25, 2010, ~~primarily~~and were comprised mainly of commitments to acquire product tooling and manufacturing process equipment, in addition to that noted above under long-term supply agreements, and commitments related to advertising, research and development, Internet and telecommunications services and other obligations.

The Company’s other non-current liabilities in the Condensed Consolidated Balance Sheets consist primarily of deferred tax liabilities, gross unrecognized tax benefits and the related gross interest and penalties. As of ~~June 26,~~December 25, 2010, the Company had non-current deferred tax liabilities of $5.4 billion. Additionally, as of December 25, 2010, the Company had gross unrecognized tax benefits of ~~$879 million~~$1.0 billion and an additional ~~$217~~$254 million for gross interest and penalties classified as non-current ~~liabilities in the Condensed Consolidated Balance Sheet.~~liabilities. At this time, the Company is unable to make a reasonably reliable estimate of the timing of payments in individual years due to uncertainties in the timing of tax audit outcomes.

The Company generally does not indemnify end-users of its operating system and application software ~~customers~~ against legal claims that the software infringes third-party intellectual property rights. Other agreements entered into by the Company sometimes include indemnification provisions under which the Company could be subject to costs and/or damages in the event of an infringement claim against the Company or an indemnified third-party. However, the Company has not been required to make any significant payments resulting from such an infringement claim asserted against it or an indemnified third-party and, in the opinion of management, does not have a liability related to unresolved infringement claims subject to indemnification that would materially adversely affect its financial condition or operating results. Therefore, the Company did not record a liability for ~~indemnification~~infringement costs as of either ~~June 26,~~December 25, 2010 or September ~~26, 2009.~~25, 2010.

The Company’s market risk profile has not changed significantly during the first ~~nine~~three months of ~~2010.~~2011.

The Company regularly reviews its foreign exchange forward and option positions, both on a stand-alone basis and in conjunction with its underlying foreign currency and interest rate related exposures. However, given the effective horizons of the Company’s risk management activities and the anticipatory nature of the exposures, there can be no assurance the hedges will offset more than a portion of the financial impact resulting from movements in either foreign exchange or interest rates. In addition, the timing of the accounting for recognition of gains and losses related to mark-to-market instruments for any given period may not coincide with the timing of gains and losses related to the underlying economic exposures and, therefore, may adversely affect the Company’s financial condition and operating results.

While the Company is exposed to interest rate fluctuations in many of the world’s leading industrialized countries, the Company’s interest income and expense is most sensitive to fluctuations in the general level of U.S. interest rates. As such, changes in U.S. interest rates affect the interest earned on the Company’s cash, cash equivalents and marketable securities, the fair value of those investments, as well as costs associated with foreign currency hedges.

The Company’s investment policy and strategy are focused on preservation of capital and supporting the liquidity requirements of the Company. A portion of the Company’s cash is managed by external managers within the guidelines of the Company’s investment policy and to objective market benchmarks. The Company’s internal portfolio is benchmarked against external manager performance.

The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s investment portfolio. The Company typically invests in highly rated securities and its policy generally limits the amount of credit exposure to any one issuer. The Company’s investment policy requires investments to be investment grade, primarily rated single-A or better with the objective of minimizing the potential risk of principal loss. All highly liquid investments with initial maturities of three months or less at the date of purchase are classified as cash equivalents. The Company classifies its marketable securities as either short-term or long-term based on each instrument’s underlying contractual maturity date. All short-term marketable securities have maturities less than 12 months, while all long-term marketable securities have maturities greater than 12 months. The Company may sell its investments prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for duration management. The Company recognized no significant net gains or losses during the ~~three- and nine-month periods ended June 26,~~first quarter of 2011 or 2010 ~~and June 27, 2009~~ related to such sales.

In general, the Company is a net receiver of currencies other than the U.S. dollar. Accordingly, changes in exchange rates, and in particular a strengthening of the U.S. dollar, will negatively affect the Company’s net sales and gross margins as expressed in U.S. dollars. There is also a risk that the Company will have to adjust local currency product pricing due to competitive pressures when there has been significant volatility in foreign currency exchange rates.

The Company may enter into foreign currency forward and option contracts with financial institutions to protect against foreign exchange risks associated with certain existing assets and liabilities, certain firmly committed transactions, forecasted future cash flows, and net investments in foreign subsidiaries. Generally, the Company’s

practice is to hedge a majority of its material foreign exchange exposures, typically for three to six months. However, the Company may choose not to hedge certain foreign exchange exposures for a variety of reasons, including but not limited to immateriality, accounting considerations and the prohibitive economic cost of hedging particular exposures.

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 Securities Exchange Act of 1934, as amended (“Exchange Act”) were effective as of ~~June 26,~~December 25, 2010 to ensure 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 Securities and Exchange Commission 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.

There were no changes in the Company’s internal control over financial reporting during the ~~third~~first quarter of ~~2010,~~2011, 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.

As of ~~June 26,~~December 25, 2010, the end of the quarterly period covered by this report, the Company was subject to the various legal proceedings and claims discussed below, as well as certain other legal proceedings and claims that have not been fully resolved and that have arisen in the ordinary course of business. In the opinion of management, the Company does not have a potential liability related to any current legal proceeding or claim that would individually or in the aggregate materially adversely affect its financial condition or operating results. However, the results of legal proceedings cannot be predicted with certainty. Should the Company fail to prevail in any of these legal matters or should several of these legal matters be resolved against the Company in the same reporting period, the operating results of a particular reporting period could be materially adversely affected. See the risk factors “The Company’s future results could be materially adversely affected if it has infringed on intellectual property rights.” and “Unfavorable results of legal proceedings could materially adversely affect the Company.” in Part II, Item 1A of this Quarterly Report on Form 10-Q under the heading “Risk Factors.” The Company settled certain matters during the ~~third~~first quarter of ~~2010~~2011 that did not individually or in the aggregate have a material impact on the Company’s financial condition and results of operations.

Plaintiffs originally filed this purported class action against the Company ~~in San Francisco County Superior Court~~ on February 17, 2005 on behalf of putative classes of consumers and ~~resellers. The case was transferred to~~resellers in the Santa Clara Superior ~~Court in May 2005.~~Court. In general, the consumer plaintiffs allege that the Company “shorted” the coverage provided under its warranties and AppleCare Protection Plan extended service contracts and sold plaintiffs used products that were represented to be new. In general, the reseller plaintiffs allege that the Company damaged their businesses by opening the Apple retail stores and making misrepresentations in connection with doing so. The complaint ~~seeks~~sought unspecified damages and other relief. On ~~October 28, 2009,~~December 2, 2010, the ~~Court granted the consumer plaintiffs’~~plaintiff’s motion to ~~certify~~reconsider the decertification of a ~~class relating to their “shorting” claims, but denied class certification as to their “used as new” claims. The Company filed a motion to decertify the~~ consumer class ~~which~~ was ~~heard~~denied, and on ~~July 14, 2010. The reseller plaintiffs have also filed a~~December 13, 2010, the plaintiff’s motion to certify a class of Apple specialist resellers ~~which~~was denied. The matter is ~~set for hearing~~now on ~~September 28, 2010. This case is currently pending.~~

~~Plaintiff filed this action against~~appeal at the Company on August 6, 2007, in the United States District Court for the Eastern District of Texas alleging infringement by the Company of U.S. Patent Nos. 6,753,671 and 6,762,584. The complaint seeks unspecified damages and other relief. On October 8, 2009, the case was transferred to the Northern District of California. The parties reached a settlement and the case has been dismissed.Ninth Circuit.

This is a purported class action filed against the Company and AT&T Mobility in the United States District Court for the Northern District of California. The Consolidated Complaint alleges that the Company and AT&T Mobility violated the federal antitrust laws by monopolizing and/or attempting to monopolize the “aftermarket for voice and data services” for the iPhone and that the Company monopolized and/or attempted to monopolize the “aftermarket for software applications for iPhones.” ~~The Consolidated Complaint also alleges that Apple violated numerous laws by intentionally “bricking” (rendering inoperable) iPhones through the release of iPhone software update 1.1.1.~~ On July 8, 2010 ~~the Court granted Apple’s motion for summary judgment on all of plaintiffs’ claims related to the alleged bricking of iPhones. In the same July 8, 2010 order~~ the Court granted in part plaintiffs’ motion for class ~~certification, certifying a class related to plaintiffs’ antitrust claims. This~~certification. The case is currently ~~pending.~~

~~Plaintiff filed this action against~~stayed until the ~~Company, Acer America Corp., Dell, Inc. and Gateway, Inc.~~Supreme Court rules on ~~August 28, 2007,~~the enforceability of the AT&T Mobility arbitration clause in the United States District Court for the Eastern District of Texas alleging infringement of U.S. Patent No. 7,009,655. Plaintiff seeks unspecified damages and other relief. This case is currently pending.

~~Nokia Corporation~~AT&T Mobility v. ~~Apple Inc.; Apple Inc. v. Nokia Corporation~~

Nokia Corporation (“Nokia”) and the Company have asserted multiple claims against one another in lawsuits pending in the United States District Courts for the Districts of Delaware and Wisconsin, and in the International Trade Commission. These cases include claims and counterclaims by Nokia and the Company of patent infringement related to iPhones, iPods, iPads and Apple computers, and Nokia’s mobile computing devices. Nokia alleges that certain of its asserted patents are essential to one or more of the GSM, UMTS and 802.11 wireless communications standards, and acknowledges its commitment to license them on fair, reasonable, and non-discriminatory (“FRAND”) terms and conditions. Nokia seeks unspecified FRAND compensation, damages and other declaratory and injunctive relief in these pending District Court actions as well as an exclusion order from the ITC. The Company also has asserted claims and counterclaims for declaratory judgments of non-infringement and invalidity of Nokia’s asserted patents as well as for breach of contract, promissory estoppel and antitrust violations.

~~Saito Shigeru Kenchiku Kenkyusho (Shigeru Saito Architecture Institute) v. iPod; Apple Japan Inc. v. Shigeru Saito Architecture Institute~~

Plaintiff Saito filed a petition against the Company in the Japan Customs Office in Tokyo on January 23, 2007, alleging infringement by the Company of Japanese Patent No. 3,852,854. The petition sought an order barring the importation into Japan of fifth generation iPods and second generation iPod nanos. The Customs Office rejected the petition to bar importation and dismissed plaintiff’sConception case.

Apple Japan, Inc. filed a Declaratory Judgment action against Saito on February 6, 2007, in the Tokyo District Court, seeking a declaration that the ‘854 patent is invalid and not infringed. Saito filed a Counter Complaint for infringement seeking damages. These cases are currently pending.

The Apple iPod iTunes Antitrust Litigation (formerly Charoensak v. Apple Computer, Inc. and Tucker v. Apple Computer, Inc.); Somers v. Apple Inc.

~~The first-listed action is a consolidated case~~These related cases have been filed on January 3, 2005, July 21, 2006 and December 31, 2007 in the United States District Court for the Northern District of California combining two cases previously pending under the names Charoensak v. Apple Computer Inc. (formerly Slattery v. Apple Computer Inc., filed on January 3, 2005) and Tucker v. Apple Computer, Inc. (filed on July 21, 2006). A Consolidated Complaint was filed on April 17, 2007 on behalf of a purported class of direct and indirect purchasers of iPods and iTunes Store content, alleging various claims including alleged unlawful tying of music and video purchased on the iTunes Store with the purchase of iPods and unlawful acquisition or maintenance of monopoly market power. The Court granted partial certification of plaintiffs’ monopolization claims and subsequently de-certified these claims. The Court also dismissed plaintiffs’ tying claims. Plaintiffs subsequently filed an Amended Consolidated Complaint seeking unspecified damages and other relief pursuant to § 2 of the Sherman Act (15 U.S.C. § 2), California Business & Professions Code §16700 et seq. (the Cartwright Act), California Business & Professions Code §17200 (unfair competition), the California Consumer Legal Remedies Act and California monopolization law, and preserving for appeal the dismissed tying claims. The Court dismissed all claims in the Amended Consolidated Complaint other than the Sherman Act § 2 and California Business & Professions Code §17200 claims. This case is currently pending.

A related complaint, Somers v. Apple Inc., was filed on December 31, 2007, in the United States District Court for the Northern District of California on behalf of a purported class of indirect purchasers, alleging various claims including alleged unlawful tying of

~~music and videos purchased on the iTunes Store with the purchase of iPods and vice versa~~power and unlawful acquisition or maintenance of monopoly market power under §§1 and 2 of the Sherman Act, the Cartwright Act, California Business & Professions Code §17200 (unfair competition), the California Consumer Legal Remedies Act and California monopolization law. Plaintiff subsequently filed an Amended Complaint on behalf of purported classes of indirect iPod purchasers and direct purchasers of music from the iTunes Store, seeking unspecified damages and other relief pursuant to Sherman Act § 2 and California Business & Professions Code §17200, and preserving for appeal the dismissed tying claims, claims for the overcharge of the iPod, and claims under the Cartwright Act, Consumers Legal Remedies Act, and common law monopolization. This case isThe cases are currently pending.

Plaintiff filed this action against the Company and other defendants on August 5, 2005, in the United States District Court for the District of Maryland alleging infringement of U.S. Patent No. 6,665,797. The complaint seeks unspecified damages and other relief. The action was subsequently transferred to the Northern District of California. The case is currently stayed pending the outcome of the U.S. Patent and Trademark Office reexamination of the asserted patent.

Plaintiff filed this purported class action on November 7, 2006, in the United States District Court for the Central District of California on behalf of a purported nationwide class of all purchasers of the iBook G4 alleging that the computer’s logic board fails at an abnormally high rate. The complaint alleges violations of California Business & Professions Code §17200 (unfair competition) and California Business & Professions Code §17500 (false advertising). The complaint seeks unspecified damages and other relief. On May 21, 2010, the Court granted the Company’s motion to dismiss the case with prejudice. This case is currently on appeal.

On August 24, 2006, plaintiffs filed a purported shareholder class action in the United States District Court for the Northern District of California against the Company and certain current and former officers and directors, alleging improper backdating of stock option grants to maximize certain defendants’ profits, failing to properly account for those grants and issuing false financial statements. On June 27, 2008, plaintiffs filed another, similar purported shareholder class action in the United States District Court for the Northern District of California. ~~Plaintiffs’ First Amended Consolidated Complaint, filed on March 22, 2010, asserts claims for unspecified damages against the Company~~The parties have reached a settlement and ~~certain current and former officers and directors under the federal securities laws on behalf of a purported class of shareholders. These cases~~ have ~~been consolidated and are currently pending.~~obtained preliminary court approval.

Because of the following factors, as well as other factors affecting the Company’s financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

The Company’s operations and performance depend significantly on worldwide economic conditions. Uncertainty about current global economic conditions poses a risk as consumers and businesses may continue to postpone spending in response to tighter credit, unemployment, negative financial news and/or declines in income or asset values, which could have a material negative effect on demand for the Company’s products and services. Demand also could differ materially from the Company’s expectations since the Company generally raises prices on goods and services sold outside the U.S. to offset the effect of a strengthening of the U.S. dollar. Other factors that could influence demand include increases in fuel and other energy costs, conditions in the real estate and mortgage markets, labor and healthcare costs, access to credit, consumer confidence, and other macroeconomic factors affecting consumer spending behavior. These and other economic factors could materially adversely affect demand for the Company’s products and services and on the Company’s financial condition and operating results.

In the event of renewed financial turmoil affecting the banking system and financial markets, additional consolidation of the financial services industry, or significant financial service institution failures, there could be a new or incremental tightening in the credit markets, low liquidity, and extreme volatility in fixed income, credit, currency, and equity markets. In addition, the risk remains that there could be a number of follow-on effects from the credit crisis on the Company’s business, including the insolvency of key outsourcing partners or suppliers or their inability to obtain

credit to finance development and/or manufacture products resulting in product delays; inability of customers, including channel partners, to obtain credit to finance purchases of the Company’s products and/or customer, including channel partner, insolvencies; and failure of derivative counterparties and other financial institutions negatively impacting the Company’s treasury operations. Other income and expense also could vary materially from expectations depending on gains or losses realized on the sale or exchange of financial instruments; impairment charges resulting from revaluations of debt and equity securities and other investments; interest rates; cash balances; and changes in fair value of derivative instruments. Increased volatility in the financial markets and overall economic uncertainty would increase the risk of the actual amounts realized in the future on the Company’s financial instruments differing significantly from the fair values currently assigned to them.

Uncertainty about current global economic conditions could also continue to increase the volatility of the Company’s stock price.

Global markets for ~~personal computers, mobile communication devices, digital music and video devices, and related peripherals~~the Company’s products and services are highly competitive and subject to rapid technological change. If the Company is unable to compete effectively in these markets, its financial condition and operating results could be materially adversely affected.

The Company competes in highly competitive global markets characterized by aggressive price cutting, with resulting downward pressure on gross margins, frequent introduction of new products, short product life cycles, evolving industry standards, continual improvement in product price/performance characteristics, rapid adoption of technological and product advancements by competitors, and price sensitivity on the part of consumers.

The Company’s ability to compete successfully depends heavily on its ability to ensure a continuing and timely introduction of innovative new products and technologies to the marketplace. The Company believes it is unique in that it designs and develops nearly the entire solution for its ~~personal computers, mobile communication devices, and consumer electronics,~~products, including the hardware, operating system, numerous software applications, and related services. As a result, the Company must make significant investments in research and development and as such, the Company currently holds a significant number of patents and copyrights and has registered and/or has applied to register numerous patents, trademarks and service marks. By contrast, many of the Company’s competitors seek to compete primarily through aggressive pricing and very low cost structures. If the Company is unable to continue to develop and sell innovative new products with attractive margins or if other companies infringe on the Company’s intellectual property, the Company’s ability to maintain a competitive advantage could be negatively affected and its financial condition and operating results could be materially adversely affected.

In the market for personal computers and peripherals, the Company faces a significant number of competitors, many of which have broader product lines, lower priced products, and larger installed customer bases. Consolidation in this market has resulted in larger and potentially stronger competitors. Price competition has been particularly intense as competitors selling Windows-based personal computers have aggressively cut prices and lowered product margins. The Company also faces increased competition in key market segments, including consumer, SMB, education, enterprise, government and creative markets. An increasing number of Internet devices that include software applications and are smaller and simpler than traditional personal computers compete for market share with the Company’s existing products.

The Company is currently the only authorized maker of hardware using the Mac OS. The Mac OS has a minority market share in the personal computer market, which is dominated by computer makers using competing operating systems, most notably Windows. The Company’s financial condition and operating results depend substantially on the Company’s ability to continually improve the Mac platform to maintain functional and design advantages. Use of unauthorized copies of the Mac OS on other companies’ hardware products may result in decreased demand for the Company’s hardware products, and could materially adversely affect the Company’s financial condition and operating results.

The Company is currently ~~focused on~~markets certain mobile communication ~~devices~~ and ~~consumer electronic~~media devices, and third-party digital content and ~~applications distribution.~~applications. The Company faces substantial competition from companies that have significant technical, marketing, distribution and other resources, as well as established hardware, software and digital content supplier relationships. Additionally, the Company faces significant price competition as competitors reduce their selling prices and attempt to imitate the Company’s product features and applications within their own products or, alternatively, collaborate with each other to offer solutions that are more competitive than those they currently offer. The Company also competes with illegitimate ways to obtain third-party

digital content and applications. The Company has ~~only recently~~ entered the mobile communications ~~market,~~and media device markets, and many of its competitors in ~~the mobile communications market~~these markets have significantly greater experience, product breadth and distribution channels than the Company. Because some current and potential competitors have substantial resources ~~and~~and/or experience and a lower cost structure, they may be able to provide such products and services at little or no profit or even at a loss. The Company also expects competition to intensify as competitors attempt to imitate the Company’s approach to providing these components seamlessly within their individual offerings or work collaboratively to offer integrated solutions.

The Company currently receives subsidies from its ~~exclusive and non-exclusive~~ carriers providing cellular network service for iPhone. There is no assurance that such subsidies will be continued at all or in the same amounts upon renewal of the Company’s agreements with these carriers or in agreements the Company enters into with new carriers.

There can be no assurance the Company will be able to continue to provide products and services that compete effectively.

To remain competitive and stimulate customer demand, the Company must successfully manage frequent product introductions and transitions.

Due to the highly volatile and competitive nature of the ~~personal computer, mobile communication and consumer electronics~~ industries in which the Company competes, the Company must continually introduce new products, services and technologies, enhance existing products and services, and effectively stimulate customer demand for new and upgraded products. The success of new product introductions depends on a number of factors including but not limited to timely and successful product development, market acceptance, the Company’s ability to manage the risks associated with new products and production ramp issues, the availability of application software for new products, the effective management of purchase commitments and inventory levels in line with anticipated product demand, the availability of products in appropriate quantities and costs to meet anticipated demand, and the risk that new products may have quality or other defects in the early stages of introduction. Accordingly, the Company cannot determine in advance the ultimate effect of new product introductions and transitions on its financial condition and operating results.

The Company faces substantial inventory and other asset risk in addition to purchase commitment cancellation risk.

The Company records a write-down for product and component inventories that have become obsolete or exceed anticipated demand or net realizable value and accrues necessary cancellation fee reserves for orders of excess products and components. The Company also reviews its long-lived assets for impairment whenever events or changed circumstances indicate the carrying amount of an asset may not be recoverable. If the Company determines that impairment has occurred, it records a write-down equal to the amount by which the carrying value of the assets exceeds its fair market value. Although the Company believes its provisions related to inventory, other assets and ~~other asset related provisions~~purchase commitments are currently adequate, no assurance can be given that the Company will not incur additional related charges given the rapid and unpredictable pace of product obsolescence in the ~~personal computer, mobile communications, and consumer electronics~~ industries in which the Company ~~will not incur additional inventory or asset related charges.~~competes. Such charges ~~have, and~~ could materially adversely affect the Company’s financial condition and operating results.

The Company must order components for its products and build inventory in advance of product announcements and shipments. Consistent with industry practice, components are normally acquired through a combination of purchase orders, supplier contracts, open orders and, where appropriate, prepayments, in each case based on projected demand. Such purchase commitments typically cover forecasted component and manufacturing requirements for 30 to 150 days. Because the Company’s markets are volatile, competitive and subject to rapid technology and price changes, there is a risk the Company will forecast incorrectly and order or produce excess or insufficient inventories of components or products. The Company’s financial condition and operating results have been in the past and could be in the future materially adversely affected by the Company’s ability to manage its inventory levels and respond to short-term shifts in customer demand patterns.

Future operating results depend upon the Company’s ability to obtain key components including but not limited to microprocessors, NAND flash memory, DRAM and LCDs at favorable prices and in sufficient quantities.

Because the Company currently obtains certain key components including but not limited to microprocessors, enclosures, certain LCDs, certain optical drives, and ~~application-specific integrated circuits (“ASICs”),~~ASICs, from single or limited sources, the Company is subject to significant supply and pricing risks. Many of these and other key components that are available from multiple sources including but not limited to NAND flash memory, DRAM and certain LCDs, are subject at times to industry-wide shortages and significant commodity pricing fluctuations. The Company has entered into certain agreements for the supply of key components including but not limited to microprocessors, NAND flash memory, DRAM and LCDs at favorable pricing, but there is no guarantee that the Company will be able to extend or renew these agreements on similar favorable terms, or at all, upon expiration or otherwise obtain favorable pricing in the future. The follow-on effects from the credit crisis on the Company’s key suppliers, referred to in “Economic conditions could materially adversely affect the Company” above, which is incorporated herein by reference, also could affect the Company’s ability to obtain key components.Therefore, the Company remains subject to significant risks of supply shortages and/or price increases that could materially adversely affect the Company’s financial condition and operating results. The Company expects to experience decreases in its gross margin percentage in future periods, as compared to levels achieved during ~~the first nine months of~~ 2010, largely due to ~~flat or reduced average selling prices on~~a higher mix of new and innovative products that have higher cost structures and deliver greater value to customers, ~~a stronger U.S. dollar,~~ and ~~both~~ expected and potential future component cost ~~increases for key components.~~and other cost increases. For additional information refer to Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the subheading “Gross Margin,” which is incorporated herein by reference.

The Company and other participants in the personal computer, and mobile communication and ~~consumer electronics~~media device industries compete for various components with other industries that have experienced increased demand for their products. The Company uses some custom components that are not common to the rest of ~~the personal computer, mobile communication and consumer electronics~~these industries. The Company’s new products often utilize custom components available from only one ~~source until the Company has evaluated whether there is a need for, and subsequently qualifies, additional suppliers.~~source. When a component or product uses new technologies, initial capacity constraints may exist until the suppliers’ yields have matured or manufacturing capacity has increased. Continued availability of these components at acceptable prices, or at all, may be affected if those suppliers decided to concentrate on the production of common components instead of components customized to meet the Company’s requirements. If the supply of a key single-sourced component for a new or existing product were delayed or constrained, if such components were available only at significantly higher prices, or if a key manufacturing vendor delayed shipments of completed products to the Company, the Company’s financial condition and operating results could be materially adversely affected.

The Company depends on component and product manufacturing and logistical services provided by third parties, many of whom are located outside of the U.S.

~~Most~~Substantially all of the Company’s components and products are manufactured in whole or in part by a few ~~third-party manufacturers.~~outsourcing partners. Many of these manufacturers are located outside of the U.S., and are concentrated in several general locations. The Company has also outsourced much of its transportation and logistics management. While these arrangements may lower operating costs, they also reduce the Company’s direct control over production and distribution. It is uncertain what effect such diminished control will have on the quality or quantity of products or services, or the Company’s flexibility to respond to changing conditions. In addition, the Company relies on third-party manufacturers to adhere to the Company’s supplier code of conduct. Although arrangements with such manufacturers may contain provisions for warranty expense reimbursement, the Company may remain responsible to the consumer for warranty service in the event of product defects. Any unanticipated product defect or warranty liability, whether pursuant to arrangements with ~~contract manufacturers~~outsourcing partners or otherwise, could materially adversely affect the Company’s reputation, financial condition and operating results.

Final assembly of the Company’s products is currently performed in the Company’s manufacturing facility in Ireland, and by external vendors in California, Texas, China, the Czech Republic and Korea. Currently, the supply and manufacture of many critical components is performed by sole-sourced third-party vendors in the U.S., China, Germany, Ireland, Israel, Japan, Korea, Malaysia, the Netherlands, the Philippines, Taiwan, Thailand and Singapore. Sole-sourced third-party vendors in China perform final assembly of substantially all of the Company’s ~~Mac products, iPhones, iPads and iPods.~~hardware products. If manufacturing or logistics in these locations is disrupted for any reason, including but not limited to, natural disasters, information technology system failures, military actions or economic,

business, labor, environmental, public health, or political issues, the Company’s financial condition and operating results could be materially adversely affected.

The Company relies on third-party intellectual property and digital content, ~~and applications,~~ which may not be available to the Company on commercially reasonable terms or at all.

Many of the Company’s products are designed to include third-party intellectual property, and in the future the Company may need to seek or renew licenses relating to various aspects of its products and business. Although the Company believes that, based on past experience and industry practice, such licenses generally could be obtained on reasonable terms, there is no assurance that the necessary licenses would be available on acceptable terms or at all. If the Company is unable to obtain or renew critical licenses on reasonable terms, the Company’s financial condition and operating results may be materially adversely affected.

The Company also contracts with certain third parties to offer their digital content ~~and applications~~ through the Company’s iTunes Store. ~~The Company pays substantial fees to obtain the rights to audio, video and other digital content.~~ The Company’s licensing arrangements with these third parties are short-term and do not guarantee the continuation or renewal of these arrangements on reasonable terms, if at all. Some third-party content providers currently or in the future may offer competing products and services, and could take action to make it more difficult or impossible for the Company to license their content in the future. Other content owners, providers or distributors may seek to limit the Company’s access to, or increase the total cost of, such content. If the Company is unable to continue to offer a wide variety of content at reasonable prices with acceptable usage rules, or continue to expand its geographic reach, the Company’s financial condition and operating results may be materially adversely affected.

Many third-party content providers require that the Company provide certain digital rights management (“DRM”) and other security solutions. If these requirements change, the Company may have to develop or license new technology to provide these solutions. There is no assurance the Company will be able to develop or license such solutions at a reasonable cost and in a timely manner. In addition, certain countries have passed or may propose legislation that would force the Company to license its DRM, which could lessen the protection of content and subject it to piracy and also could affect arrangements with the Company’s content providers.

The ~~Company relies on access to third-party patents and intellectual property, and the~~ Company’s future results could be materially adversely affected if it ~~is alleged or found to have~~has infringed on intellectual property rights.

~~Many~~Technology companies, including many of the Company’s ~~products are designed to include third-party~~competitors, frequently enter into litigation based on allegations of patent infringement or other violations of intellectual property ~~and in the future~~rights. In addition, patent holding companies seek to monetize patents they have purchased or otherwise obtained. As the Company has grown, the intellectual property rights claims against it have increased and may ~~need~~continue to ~~seek or renew licenses relating to various aspects of its~~increase as it develops new products and ~~business methods. Although~~technologies. In particular, with the introduction of iPhone and 3G enabled iPads, the Company believes that, based on past experience and industry practice, such licenses generally could be obtained on reasonable terms, there is no assurance that the necessary licenses would be available on acceptable terms or at all.

~~Because of technological changes in the global personal computer,~~has begun to compete with mobile communication and ~~consumer electronics industries, current extensive~~media device companies that hold significant patent ~~coverage,~~portfolios, and the ~~rapid issuance~~number of new patents, it is possible that certain components of the Company’s products and business methods may unknowingly infringe the patents or other intellectual property rights of third parties. From time to time,patent claims against the Company in that technological space has ~~been notified that it may be infringing such rights. Regardless of merit, responding to such claims can consume significant time and expense. At present, the~~increased. The Company is vigorously defending infringement actions in courts in a number of U.S. jurisdictions and before the U.S. International Trade Commission, as well as internationally in Europe and Asia. The plaintiffs in these actions frequently seek injunctions and substantial damages.

The Company’s products and technologies may not be able to withstand these or any other third-party claims regardless of the merits of the claim.

Regardless of the scope or validity of such patents or the merits of any patent ~~infringement cases,~~claims by potential or actual litigants, the Company may have to engage in protracted litigation, enter into expensive license agreements or settlements, pay significant damage awards, and/or modify or even discontinue one or more of its products or technologies. Any of these events could have a material adverse impact on the Company’s financial condition and ~~several pending claims are in various stages of evaluation.~~ operating results.

In certain cases, the Company may consider the desirability of entering into licensing agreements, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur. These licenses may also significantly increase the Company’s operating expenses. If the Company is found to be infringing ~~such rights,~~one or more patents, it may be required to pay substantial damages. If there is a temporary or permanent injunction prohibiting the Company from marketing or selling certain products or a successful claim of infringement against the Company requires it to pay royalties to a third party, the Company’s financial condition and operating results could be materially adversely affected, regardless of whether it can develop non-infringing technology.

While in management’s opinion the Company does not have a potential liability for damages or royalties from any known current legal proceedings or claims related to the infringement of patent or other intellectual property rights that would individually or in the aggregate materially adversely affect its financial condition and operating results, the results of such legal proceedings cannot be predicted with certainty. Should the Company fail to prevail in any of the matters related to infringement of patent or other intellectual property rights of others or should several of these matters be resolved against the Company in the same reporting period, the Company’s financial condition and operating results could be materially adversely affected.

With the introduction of iPhones and 3G enabled iPads, the Company has begun to compete with mobile communication device companies that hold significant patent portfolios. Regardless of the scope or validity of such patents or the merits of any potential patent claims by competitors, the Company may have to engage in protracted litigation, enter into

~~expensive agreements or settlements and/or modify its products. Any of these events could have a material adverse impact on the Company’s financial condition and operating results.~~

The Company’s future performance depends on support from third-party software developers. 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 decisions by customers to purchase its hardware products, including its Macs, iPhones, iPads and iPods, are often based to a certain extent on the availability of third-party software applications and services. There is no assurance that third-party developers will continue to develop and maintain applications and services for the Company’s products on a timely basis or at all, and discontinuance or delay of these applications and services could materially adversely affect the Company’s financial condition and operating results.

With respect to its Mac products, the Company believes the availability of third-party software applications and services depends in part on the developers’ perception and analysis of the relative benefits of developing, maintaining, and upgrading such software for the Company’s products compared to Windows-based products. This analysis may be based on factors such as the perceived strength of the Company and its products, the anticipated revenue that may be generated, continued acceptance by customers of Mac OS X, and the costs of developing such applications and services. If the Company’s minority share of the global personal computer market causes developers to question the Company’s prospects, developers could be less inclined to develop or upgrade software for the Company’s products and more inclined to devote their resources to developing and upgrading software for the larger Windows market. The Company’s development of its own software applications and services may also negatively affect the decisions of third-party developers, such as Microsoft, Adobe and Google, to develop, maintain, and upgrade similar or competitive software and services for the Company’s products. Since October 2007, Mac OS X has included a feature that enables Intel-based Mac systems to run Microsoft Windows operating systems. This feature may deter developers from creating software applications for Mac OS X if such applications are already available for the Windows platform.

With respect to iPhone, iPad and iPod touch, the Company relies on the continued availability and development of compelling and innovative software applications. Unlike third-party software applications for Mac products, the software applications for the iPhone, iPad and iPod touch platforms are distributed through a single distribution channel, the App Store. The absence of multiple distribution channels, which are available for competing platforms, may limit the availability and acceptance of third-party applications by the Company’s customers, thereby causing developers to curtail significantly, or stop, development for the Company’s platforms. In addition, iPhone, iPad and iPod touch are subject to rapid technological change, and, if third-party developers are unable to keep up with this pace of change, third-party applications might not successfully operate and may result in dissatisfied customers. Further, if the Company develops its own software applications and services, such development may negatively affect the decisions of third-party developers to develop, maintain, and upgrade similar or competitive applications for the iPhone, iPad and iPod touch platforms. As with applications for the Company’s Mac products, the availability and development of these applications also depend on developers’ perceptions and analysis of the relative benefits of developing software for the Company’s products rather than its competitors’ products, including devices that use competing platforms. If developers focus their efforts on these competing platforms, the availability and quality of applications for the Company’s devices may suffer.

The Company’s future operating performance depends on the performance of distributors, carriers and other resellers.

The Company distributes its products through wholesalers, resellers, national and regional retailers, value-added resellers, and cataloguers, many of whom distribute products from competing manufacturers. The Company also sells many of its products and resells third-party products in most of its major markets directly to customers, certain education customers, cellular network carriers’ distribution channels and certain resellers through its online and retail stores.

Many resellers operate on narrow operating margins and have been negatively affected in the past by weak economic conditions. Some resellers have perceived the expansion of the Company’s direct sales as conflicting with their business interests as distributors and resellers of the Company’s products. Such a perception could discourage

resellers from investing resources in the distribution and sale of the Company’s products or lead them to limit or cease distribution of those products. The Company’s financial condition and operating results could be materially adversely affected if the financial condition of these resellers weakens, if resellers stopped distributing the Company’s products, or if uncertainty regarding demand for the Company’s products caused resellers to reduce their ordering and marketing of the Company’s products. The Company has invested and will continue to invest in programs to enhance reseller sales, including staffing selected resellers’ stores with Company employees and contractors and improving product placement displays. These programs could require a substantial investment while providing no assurance of return or incremental revenue.

The Company’s ~~retail~~Retail business has required and will continue to require a substantial investment and commitment of resources and is subject to numerous risks and uncertainties.

~~Through June 26, 2010, the Company had opened 293 retail stores.~~ The Company’s retail stores have required substantial fixed investment in equipment and leasehold improvements, information systems, inventory and personnel. The Company also has entered into substantial operating lease commitments for retail space, with terms ranging from five to 20 years, the majority of which are for ~~ten~~10 years. Certain stores have been designed and built to serve as high-profile venues to promote brand awareness and serve as vehicles for corporate sales and marketing activities. Because of their unique design elements, locations and size, these stores require substantially more investment than the Company’s more typical retail stores. Due to the high fixed cost structure associated with the Retail segment, a decline in sales or the closure or poor performance of individual or multiple stores could result in significant lease termination costs, write-offs of equipment and leasehold improvements, and severance costs that could materially adversely affect the Company’s financial condition and operating results.

Many factors unique to retail operations, some of which are beyond the Company’s control, pose risks and uncertainties that could materially adversely affect the Company’s financial condition and operating results. These risks and uncertainties include, ~~among other things,~~but are not limited to, macro-economic factors that could have a negative effect on general retail activity, as well as the Company’s inability to manage costs associated with store construction and operation, inability to sell third-party products at adequate margins, failure to manage relationships with existing retail channel partners, more challenging environment in managing retail operations outside the U.S., costs associated with unanticipated fluctuations in the value of retail inventory, and inability to obtain and renew leases in quality retail locations at a reasonable cost.

Investment in new business strategies and initiatives could disrupt the Company’s ongoing business and present risks not originally contemplated.

The Company has invested, and in the future may invest, in new business strategies or acquisitions. Such endeavors may involve significant risks and uncertainties, including distraction of management from current operations, insufficient revenue to offset liabilities assumed and expenses associated with the strategy, inadequate return of capital, and unidentified issues not discovered in the Company’s due diligence. Because these new ventures are inherently risky, no assurance can be given that such strategies and initiatives will be successful and will not materially adversely affect the Company’s financial condition and operating results.

The Company’s products and services experience quality problems from time to time that can result in decreased sales and operating margin.

The Company sells highly complex hardware and software products and services that can contain defects in design and manufacture. Sophisticated operating system software and applications, such as those sold by the Company, often contain “bugs” that can unexpectedly interfere with the software’s intended operation. Defects may also occur in components and products the Company purchases from third parties. There can be no assurance the Company will be able to detect and fix all defects in the hardware, software and services it sells. Failure to do so could result in lost revenue, harm to reputation, and significant warranty and other expenses, and could have a material adverse impact on the Company’s financial condition and operating results.

~~In certain countries, including the U.S., the Company relies on a single cellular network carrier to provide service for iPhone.~~

In the U.S., Germany and certain other countries, the Company has contracted with a single carrier to provide cellular network services for iPhone on an exclusive basis. If these exclusive carriers cannot successfully compete with other carriers in their markets on any basis, including but not limited to the quality and coverage of wireless voice and data services, performance and timely build-out of advanced wireless networks, and pricing and other terms or conditions of customer contracts, or if these exclusive carriers fail to promote iPhone aggressively or favor other handsets in their promotion and sales activities or service plans, sales may be materially adversely affected.

The Company is subject to risks associated with laws, regulations and industry-imposed standards related to mobile communications and media devices.

Laws and regulations related to mobile communications and media devices in the many jurisdictions in which the Company operates are extensive and subject to change. Such changes, which could include but are not limited to restrictions on production, manufacture, distribution, and use of the device, locking the device to a carrier’s network, or mandating the use of the device on more than one carrier’s network, could materially adversely affect the Company’s financial condition and operating results.

Mobile communication and media devices, such as iPhones and 3G enabled iPads, are subject to certification and regulation by governmental and standardization bodies, as well as by cellular network carriers for use on their networks. These certification processes are extensive and time consuming, and could result in additional testing requirements, product modifications or delays in product shipment dates, which could materially adversely affect the Company’s financial condition and operating results.

The Company’s success depends largely on the continued service and availability of key personnel.

Much of the Company’s future success depends on the continued availability and service of key personnel, including its CEO, its executive team and highly skilled employees in technical, marketing and staff positions. Experienced personnel in the technology industry are in high demand and competition for their talents is intense, especially in the Silicon Valley, where most of the Company’s key personnel are located. The Company’s CEO has taken a medical leave of absence and will continue to be involved in major strategic decisions during his leave. There can be no assurance that the Company will continue to attract and retain key personnel.

In addition, the Company has relied on equity awards in the form of stock options and restricted stock units as one means for recruiting and retaining highly skilled talent. Significant adverse volatility in the Company’s stock price could result in a stock option’s exercise price exceeding the underlying stock’s market value or a significant deterioration in the value of restricted stock units granted, thus lessening the effectiveness of stock-based awards for retaining employees.

Political events, war, terrorism, public health issues, natural disasters and other circumstances could materially adversely affect the Company.

War, terrorism, geopolitical uncertainties, public health issues, and other business interruptions have caused and could cause damage or disruption to international commerce and the global economy, and thus could have a strong negative effect on the Company, its suppliers, logistics providers, manufacturing vendors and customers, including channel partners. The Company’s business operations are subject to interruption by natural disasters, fire, power shortages, terrorist attacks, and other hostile acts, labor disputes, public health issues, and other events beyond its control. Such events could decrease demand for the Company’s products, make it difficult or impossible for the Company to make and deliver products to its customers, including channel partners, or to receive components from its suppliers, and create delays and inefficiencies in the Company’s supply chain. Should major public health issues, including pandemics, arise, the Company could be negatively affected by more stringent employee travel restrictions, additional limitations in freight services, governmental actions limiting the movement of products between regions, delays in production ramps of new products, and disruptions in the operations of the Company’s manufacturing vendors and component suppliers. The majority of the Company’s research and development activities, its corporate headquarters, information technology systems, and other critical business operations, including certain component suppliers and manufacturing vendors, are ~~located near major seismic faults. Because~~

in locations that could be affected by natural disasters. In the ~~Company does not carry earthquake insurance for direct quake-related~~event of a natural disaster, losses and significant recovery time could be required to resume operations and the Company’s financial condition and operating results could be materially adversely ~~affected in the event of a major earthquake.~~affected.

The Company may be subject to information technology system failures, network disruptions and breaches in data security.

Information technology system failures, network disruptions and breaches of data security caused by such factors, including but not limited to, earthquakes, fire, theft, fraud, malicious attack or other causes could disrupt the Company’s operations by causing delays or cancellation of customer, including channel partner, orders, negatively affecting the Company’s online, iTunes, MobileMe and retail offerings and services, impeding the manufacture or shipment of products, processing transactions and reporting financial results, resulting in the unintentional disclosure of customer or Company information, or damage to the Company’s reputation. While management has taken steps to address these concerns by implementing sophisticated network security and internal control measures, there can be no assurance that a system failure or loss or data security breach will not materially adversely affect the Company’s financial condition and operating results.

The Company expects its quarterly revenue and operating results to fluctuate for a variety of reasons.

The Company’s profit margins vary among its products and its distribution channels. The Company’s software, accessories, and service and support contracts generally have higher gross margins than certain of the Company’s other products. Gross margins on the Company’s hardware products vary across product lines and can change over time as a result of product transitions, pricing and configuration changes, and component, warranty, and other cost fluctuations. The Company’s direct sales generally have higher associated gross margins than its indirect sales through its channel partners. In addition, the Company’s gross margin and operating margin percentages, as well as overall profitability, may be materially adversely impacted as a result of a shift in product, geographic or channel mix, new products, component cost increases, strengthening U.S. dollar, or price competition. The Company has typically experienced greater net sales in the first and fourth fiscal quarters compared to the second and third fiscal quarters due to seasonal demand related to the holiday season and the beginning of the school year, respectively. Furthermore, the Company sells more products from time-to-time during the third month of a quarter than it does during either of the first two months. Developments late in a quarter, such as lower-than-anticipated demand for the Company’s products, issues with new product introductions, an internal systems failure, or failure of one of the Company’s key logistics, components supply, or manufacturing partners, could have a material adverse impact on the Company’s financial condition and operating results.

The Company’s stock has at times experienced substantial price volatility due to a number of factors, including but not limited to variations between its actual and anticipated financial results, announcements by the Company and its competitors, and uncertainty about current global economic conditions. The stock market as a whole also has experienced extreme price and volume fluctuations that have affected the market price of many technology companies in ways that may have been unrelated to these companies’ operating performance. Furthermore, the Company believes its stock price reflects high future growth and profitability expectations. If the Company fails to meet these expectations its stock price may significantly ~~decline.~~decline, which could have a material adverse impact on investor confidence and employee retention.

The Company derives a significant portion of its revenue and earnings from its international operations. Compliance with U.S. and foreign laws and regulations that apply to the Company’s international operations, including without limitation import and export requirements, ~~the Foreign Corrupt Practices Act,~~anti-corruption laws, tax laws (including U.S. taxes on foreign subsidiaries), foreign exchange controls and cash repatriation restrictions, data privacy requirements, labor laws, and anti-competition regulations, increases the costs of doing business in foreign jurisdictions, and any such costs, which may rise in the future as a result of changes in these laws and regulations or in their interpretation. Furthermore, the Company has implemented policies and procedures designed to ensure compliance with these laws and regulations, but there can be no assurance that the Company’s employees, contractors, or agents will not violate such laws and

regulations or the Company’s policies. Any such violations could individually or in the aggregate materially adversely affect the Company’s financial condition or operating results.

The Company’s financial condition and operating results also could be significantly affected by other risks associated with international activities, including but not limited to, economic and labor conditions, increased duties, taxes and other costs, political instability, and changes in the value of the U.S. dollar versus local currencies. Margins on sales of the Company’s products in foreign countries, and on sales of products that include components obtained from foreign suppliers, could be materially adversely affected by foreign currency exchange rate fluctuations and by international trade regulations, including duties, tariffs and antidumping penalties. Additionally, the Company is exposed to credit and collectability risk on its trade receivables with customers in certain international markets. There can be no assurance it can effectively limit its credit risk and avoid losses, which could materially adversely affect the Company’s financial condition and operating results.

The Company’s primary exposure to movements in foreign currency exchange rates relate to non-U.S. dollar denominated sales in Europe, Japan, Australia, Canada and certain parts of Asia, as well as non-U.S. dollar denominated operating expenses incurred throughout the world. Weakening of foreign currencies relative to the U.S. dollar will adversely affect the U.S. dollar value of the Company’s foreign currency-denominated sales and earnings, and generally will lead the Company to raise international pricing, potentially reducing demand for the Company’s products. In some circumstances, due to competition or other reasons, the Company may decide not to raise local prices to the full extent of the dollar’s strengthening, or at all, which would adversely affect the U.S. dollar value of the Company’s foreign currency denominated sales and earnings. Conversely, a strengthening of foreign currencies, while generally beneficial to the Company’s foreign currency-denominated sales and earnings, could cause the Company to reduce international pricing and incur losses on its foreign currency derivative instruments, thereby limiting the benefit. Additionally, strengthening of foreign currencies may also increase the Company’s cost of product components denominated in those currencies, thus adversely affecting gross margins.

The Company has used derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place.

The Company is exposed to credit risk and fluctuations in the market values of its investment portfolio.

Although the Company has not recognized any ~~material~~significant losses to date on its cash, cash equivalents and marketable securities, any significant future declines in their market values could materially adversely affect the Company’s financial condition and operating results. Given the global nature of its business, the Company has investments both domestically and internationally. ~~Additionally, the Company’s overall investment portfolio has concentrations in the financial sector, which has been negatively impacted by adverse market liquidity conditions in the recent past.~~ Credit ratings and pricing of these investments can be negatively impacted by liquidity, credit deterioration or losses, financial results, or other factors. As a result, the value or liquidity of the Company’s cash, cash equivalents and marketable securities could decline and result in a material impairment, which could materially adversely affect the Company’s financial condition and operating results.

The Company is exposed to credit risk on its trade accounts receivable, vendor non-trade receivables and prepayments related to long-term supply agreements. This risk is heightened during periods when economic conditions worsen.

The Company distributes its products through third-party cellular network carriers, wholesalers, retailers and value-added resellers. A substantial majority of the Company’s outstanding trade receivables are not covered by collateral or credit insurance. The Company’s exposure to credit and collectability risk on its trade receivables are increased in certain international markets and its ability to mitigate such risks may be limited. Cellular network carriers accounted for a significant portion of the Company’s trade receivables as of December 25, 2010. The Company also has unsecured vendor non-trade receivables resulting from purchases of components by ~~contract manufacturers~~outsourcing partners and other vendors that manufacture sub-assemblies or assemble final products for the Company. Two vendors accounted for a significant portion of the Company’s non-trade receivables as of December 25, 2010. In addition, the Company has made prepayments associated with long-term supply agreements to secure supply of certain inventory components. While the Company has procedures to monitor and limit exposure to credit risk on its trade and vendor non-trade receivables as well as long-term prepayments, there can be no assurance such procedures will effectively limit its credit risk and avoid losses, which ~~could materially adversely affect the Company’s financial condition and operating results.~~

~~The matters relating to the Company’s past stock option practices and its restatement of consolidated financial statements may result in additional litigation.~~

The Company’s investigation into its past stock option practices and its restatement of prior financial statements in the Annual Report on Form 10-K for the year ended September 30, 2006 gave rise to litigation and government investigations. As described in Part II, Item 1, “Legal Proceedings,” several derivative and class action complaints regarding stock options were filed against the Company and current and former officers and directors. These actions have been dismissed following a comprehensive settlement. Two former officers of the Company were also named as defendants in an SEC enforcement action, which has been settled.

No assurance can be given that additional actions will not be filed against the Company and current and former officers and directors as a result of past stock option practices. If such actions are filed and result in adverse findings, the remedies could materially adversely affect the Company’s financial condition and operating results.

Unfavorable results of legal proceedings could materially adversely affect the Company.

The Company is subject to various legal proceedings and claims that have arisen out of the ordinary conduct of its business and are not yet resolved and additional claims may arise in the future. Results of legal proceedings cannot be predicted with certainty. Regardless of merit, litigation may be both time-consuming and disruptive to the Company’s operations and cause significant expense and diversion of management attention. In recognition of these considerations, the Company may enter into material settlements. Should the Company fail to prevail in certain matters, or should several of these matters be resolved against the Company in the same reporting period, the Company may be faced with significant monetary damages or injunctive relief against it that would materially adversely affect a portion of its business and might materially affect the Company’s financial condition and operating results.

The Company is subject to risks associated with laws and regulations related to health, safety and environmental protection.

The Company’s products and services, and the production and distribution of those goods and services, are subject to a variety of laws and regulations. These may require the Company to offer customers the ability to return a product at the end of its useful life and place responsibility for environmentally safe disposal or recycling with the Company. Such laws and regulations have been passed in several jurisdictions in which the Company operates, including various countries within Europe and Asia and certain states and provinces within North America. Although the Company does not anticipate any material adverse effects based on the nature of its operations and the focus of such laws, there is no assurance such existing laws or future laws will not materially adversely affect the Company’s financial condition and operating results.

Changes in the Company’s tax rates, the adoption of new U.S. or international tax legislation or exposure to additional tax liabilities could affect its future results.

The Company is subject to taxes in the United States and numerous foreign jurisdictions. The Company’s future effective tax rates could be affected by changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or their interpretation. In addition, the current administration and Congress have ~~recently~~ announced proposals for new U.S. tax legislation that, if adopted, could adversely affect the Company’s tax rate. Any of these changes could have a material adverse affect on the Company’s profitability. The Company is also subject to the continual examination of its income tax returns by the Internal Revenue Service and other tax authorities. The Company regularly assesses the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of its provision for taxes. There can be no assurance that the outcomes from these examinations will not materially adversely affect the Company’s financial condition and operating results.

The Company is subject to risks associated with the availability and coverage of insurance.

For certain risks, the Company does not maintain insurance coverage because of cost and/or availability. Because the Company retains some portion of its insurable risks, and in some cases self-insures completely, unforeseen or

catastrophic losses in excess of insured limits could materially adversely affect the Company’s financial condition and operating results.

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, thereunto duly authorized.


California		94-2404110
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1 Infinite Loop Cupertino, California		95014
(Address of principal executive offices)		(Zip Code)


Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨


	Three Months Ended				Nine Months Ended				Three Months Ended
	June 26, 2010		June 27, 2009		June 26, 2010		June 27, 2009		December 25, 2010		December 26, 2009
Net sales	$	15,700	$	9,734	$	44,882	$	30,698	$	26,741	$	15,683
Cost of sales		9,564		5,751		26,710		18,581		16,443		9,272

Gross margin		6,136		3,983		18,172		12,117		10,298		6,411

Operating expenses:
Research and development		464		341		1,288		975		575		398
Selling, general and administrative		1,438		1,010		3,946		3,086		1,896		1,288

Total operating expenses		1,902		1,351		5,234		4,061		2,471		1,686

Operating income		4,234		2,632		12,938		8,056		7,827		4,725
Other income and expense		58		60		141		281		136		33

Income before provision for income taxes		4,292		2,692		13,079		8,337		7,963		4,758
Provision for income taxes		1,039		864		3,374		2,634		1,959		1,380

Net income	$	3,253	$	1,828	$	9,705	$	5,703	$	6,004	$	3,378


Earnings per common share:
Basic	$	3.57	$	2.05	$	10.69	$	6.40	$	6.53	$	3.74
Diluted	$	3.51	$	2.01	$	10.51	$	6.30	$	6.43	$	3.67

Shares used in computing earnings per share:
Basic		912,197		893,712		907,762		891,345		919,294		903,542
Diluted		927,361		909,160		923,341		904,549		933,154		919,783


	Three Months Ended				Nine Months Ended				Three Months Ended
	June 26, 2010		June 27, 2009		June 26, 2010		June 27, 2009		December 25, 2010		December 26, 2009
Numerator:
Net income	$	3,253	$	1,828	$	9,705	$	5,703	$	6,004	$	3,378

Denominator:
Weighted-average shares outstanding		912,197		893,712		907,762		891,345		919,294		903,542
Effect of dilutive securities		15,164		15,448		15,579		13,204		13,860		16,241

Weighted-average shares diluted		927,361		909,160		923,341		904,549
Weighted-average diluted shares										933,154		919,783


Basic earnings per common share	$	3.57	$	2.05	$	10.69	$	6.40	$	6.53	$	3.74

Diluted earnings per common share	$	3.51	$	2.01	$	10.51	$	6.30	$	6.43	$	3.67


	June 26, 2010		September 26, 2009
Cash	$	1,926	$	1,139


Money market funds		1,707		1,608
U.S. Treasury securities		1,420		289
U.S. agency securities		3,011		273
Non-U.S. government securities		21		0
Certificates of deposit and time deposits		460		572
Commercial paper		1,095		1,381
Corporate securities		50		0
Municipal securities		15		1

Total cash equivalents		7,779		4,124


U.S. Treasury securities		2,241		2,843
U.S. agency securities		4,688		8,582
Non-U.S. government securities		1,091		219
Certificates of deposit and time deposits		769		1,142
Commercial paper		1,326		2,816
Corporate securities		4,211		2,466
Municipal securities		257		133

Total short-term marketable securities		14,583		18,201


U.S. Treasury securities		3,626		484
U.S. agency securities		2,819		2,252
Non-U.S. government securities		2,065		102
Certificates of deposit and time deposits		222		0
Corporate securities		11,450		7,320
Municipal securities		1,369		370

Total long-term marketable securities		21,551		10,528


Total cash, cash equivalents and marketable securities	$	45,839	$	33,992


	June 26, 2010									December 25, 2010
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Short-Term Marketable Securities		Long-Term Marketable Securities
Cash										$	3,000	$	0	$	0		$	3,000	$	3,000	$	0	$	0
Money market funds	$	1,707	$	0	$	0		$	1,707		1,470		0		0			1,470		1,470		0		0
U.S. Treasury securities		7,263		24		0			7,287		8,368		16		(23	)		8,361		1,537		2,112		4,712
U.S. agency securities		10,509		10		(1	)		10,518		10,821		7		(10	)		10,818		1,200		4,467		5,151
Non-U.S. government securities		3,164		14		(1	)		3,177		4,328		11		(4	)		4,335		9		1,318		3,008
Certificates of deposit and time deposits		1,451		0		0			1,451		3,639		1		(1	)		3,639		1,342		943		1,354
Commercial paper		2,421		0		0			2,421		3,871		0		0			3,871		2,134		1,737		0
Corporate securities		15,683		59		(31	)		15,711		21,704		72		(35	)		21,741		39		5,283		16,419
Municipal securities		1,636		6		(1	)		1,641		2,474		7		(9	)		2,472		3		383		2,086

Total cash equivalents and marketable securities	$	43,834	$	113	$	(34	)	$	43,913
Total cash, cash equivalents and marketable securities										$	59,675	$	114	$	(82	)	$	59,707	$	10,734	$	16,243	$	32,730


	September 26, 2009
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value
Money market funds	$	1,608	$	0	$	0		$	1,608
U.S. Treasury securities		3,610		6		0			3,616
U.S. agency securities		11,085		22		0			11,107
Non-U.S. government securities		320		1		0			321
Certificates of deposit and time deposits		1,714		0		0			1,714
Commercial paper		4,197		0		0			4,197
Corporate securities		9,760		42		(16	)		9,786
Municipal securities		502		2		0			504

Total cash equivalents and marketable securities	$	32,796	$	73	$	(16	)	$	32,853


	September 25, 2010
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Cash and Cash Equivalents		Short-Term Marketable Securities		Long-Term Marketable Securities
Cash	$	1,690	$	0	$	0		$	1,690	$	1,690	$	0	$	0
Money market funds		2,753		0		0			2,753		2,753		0		0
U.S. Treasury securities		9,872		42		0			9,914		2,571		2,130		5,213
U.S. agency securities		8,717		10		0			8,727		1,916		4,339		2,472
Non-U.S. government securities		2,648		13		0			2,661		10		865		1,786
Certificates of deposit and time deposits		2,735		5		(1	)		2,739		374		850		1,515
Commercial paper		3,168		0		0			3,168		1,889		1,279		0
Corporate securities		17,349		102		(9	)		17,442		58		4,522		12,862
Municipal securities		1,899		19		(1	)		1,917		0		374		1,543

Total cash, cash equivalents and marketable securities	$	50,831	$	191	$	(11	)	$	51,011	$	11,261	$	14,359	$	25,391


	June 26, 2010
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U.S. agency securities	$	1,882	$	(1	)	$	0	$	0		$	1,882	$	(1	)
Non-U.S. government securities		897		(1	)		0		0			897		(1	)
Corporate securities		5,408		(27	)		313		(4	)		5,721		(31	)
Municipal securities		551		(1	)		0		0			551		(1	)

Total	$	8,738	$	(30	)	$	313	$	(4	)	$	9,051	$	(34	)


	September 26, 2009
	Less than 12 Months					12 Months or Greater					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
Corporate securities	$	1,667	$	(3	)	$	719	$	(13	)	$	2,386	$	(16	)

Total	$	1,667	$	(3	)	$	719	$	(13	)	$	2,386	$	(16	)


	June 26, 2010						December 25, 2010
	Fair Value of Derivatives Designated as Hedge Instruments		Fair Value of Derivatives Not Designated as Hedge Instruments		Total Fair Value		Fair Value of Derivatives Designated as Hedge Instruments		Fair Value of Derivatives Not Designated as Hedge Instruments		Total Fair Value
Derivative assets (a):
Foreign exchange contracts	$	184	$	22	$	206	$	112	$	82	$	194

Derivative liabilities (b):
Foreign exchange contracts	$	160	$	24	$	184	$	87	$	21	$	108

	September 26, 2009						September 25, 2010
	Fair Value of Derivatives Designated as Hedge Instruments		Fair Value of Derivatives Not Designated as Hedge Instruments		Total Fair Value		Fair Value of Derivatives Designated as Hedge Instruments		Fair Value of Derivatives Not Designated as Hedge Instruments		Total Fair Value
Derivative assets (a):
Foreign exchange contracts	$	27	$	10	$	37	$	62	$	45	$	107

Derivative liabilities (b):
Foreign exchange contracts	$	24	$	1	$	25	$	488	$	118	$	606


	June 26, 2010
	Quoted Prices in Active Markets for Identical Instruments		Significant Other Observable Inputs		Significant Unobservable Inputs				Quoted Prices in Active Markets for Identical Instruments (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Total
	(Level 1)		(Level 2)		(Level 3)		Total (a)		December 25, 2010		September 25, 2010		December 25, 2010		September 25, 2010		December 25, 2010		September 25, 2010		December 25, 2010		September 25, 2010
Assets:
Money market funds	$	1,707	$	0	$	0	$	1,707	$	1,470	$	2,753	$	0	$	0	$	0	$	0	$	1,470	$	2,753
U.S. Treasury securities		0		7,287		0		7,287		0		0		8,361		9,914		0		0		8,361		9,914
U.S. agency securities		0		10,518		0		10,518		0		0		10,818		8,727		0		0		10,818		8,727
Non-U.S. government securities		0		3,177		0		3,177		0		0		4,335		2,661		0		0		4,335		2,661
Certificates of deposit and time deposits		0		1,451		0		1,451		0		0		3,639		2,739		0		0		3,639		2,739
Commercial paper		0		2,421		0		2,421		0		0		3,871		3,168		0		0		3,871		3,168
Corporate securities		0		15,711		0		15,711		0		0		21,741		17,442		0		0		21,741		17,442
Municipal securities		0		1,641		0		1,641		0		0		2,472		1,917		0		0		2,472		1,917
Marketable equity securities		89		0		0		89		129		132		0		0		0		0		129		132
Foreign exchange contracts		0		206		0		206		0		0		194		107		0		0		194		107

Total assets measured at fair value	$	1,796	$	42,412	$	0	$	44,208	$	1,599	$	2,885	$	55,431	$	46,675	$	0	$	0	$	57,030	$	49,560


Liabilities:
Foreign exchange contracts	$	0	$	184	$	0	$	184	$	0	$	0	$	108	$	606	$	0	$	0	$	108	$	606

Total liabilities measured at fair value	$	0	$	184	$	0	$	184


	June 26, 2010		September 26, 2009
Accrued warranty and related costs	$	590	$	577
Accrued compensation and employee benefits		405		357
Deferred margin on component sales		511		225
Accrued marketing and distribution		365		359
Income taxes payable		56		430
Other current liabilities		2,525		1,904

Total accrued expenses	$	4,452	$	3,852


	Number of Shares		Weighted- Average Grant Date Fair Value		Aggregate Intrinsic Value		Number of Shares			Weighted- Average Grant Date Fair Value		Aggregate Intrinsic Value
Balance at September 26, 2009	12,263		$	122.52
Balance at September 25, 2010								13,034		$	165.63
Restricted stock units granted	4,920		$	198.30				4,683		$	290.37
Restricted stock units vested	(4,456	)	$	117.77				(2,088	)	$	145.45
Restricted stock units cancelled	(549	)	$	146.42				(138	)	$	183.71

Balance at June 26, 2010	12,178		$	153.80	$	3,247,780
Balance at December 25, 2010								15,491		$	205.90	$	5,012,931


			Outstanding Options
	Shares Available for Grant		Number of Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Balance at September 26, 2009	37,261		34,375		$	81.17
Additional shares authorized	36,000		0		$	0
Restricted stock units granted	(9,840	)	0		$	0
Options granted	(34	)	34		$	202.00
Options assumed	0		98		$	11.99
Options cancelled	368		(368	)	$	137.61
Restricted stock units cancelled	1,098		0		$	0
Options exercised	0		(10,440	)	$	64.45

Balance at June 26, 2010	64,853		23,699		$	87.55	2.99	$	4,245,660


Exercisable at June 26, 2010			18,448		$	72.09	2.63	$	3,590,214

Expected to vest after June 26, 2010			5,167		$	141.88	4.25	$	644,939


	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term		Aggregate Intrinsic Value
Balance at September 25, 2010		21,725		$	90.46
Options granted		0		$	0
Options cancelled		(71	)	$	105.82
Options exercised		(3,715	)	$	56.01

Balance at December 25, 2010		17,939		$	97.54		2.82	$	4,055,208


Exercisable at December 25, 2010		15,257		$	86.84		2.61	$	3,612,242

Expected to vest after December 25, 2010		2,652		$	158.44		4.01	$	437,960


	~~Exhibit Description~~	Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Filing Date/ Period End Date

3.1	Restated Articles of Incorporation, filed with the Secretary of State of the State of California on July 10, 2009.	10-Q	6/27/09

3.2	By-Laws of the Registrant, as amended through ~~May 27, 2009.~~November 17, 2010.	8-K	~~6/2/09~~11/17/10

4.1	Form of Stock Certificate of the Registrant.	10-Q	12/30/06

10.1*	Employee Stock Purchase Plan, as amended through March 8, 2010.	10-Q	3/27/10

10.2*	Form of Indemnification Agreement between the Registrant and each director and executive officer of the Registrant.	10-Q	6/27/09

10.3*	1997 Employee Stock Option Plan, as amended through October 19, 2001.	10-K	9/28/02

10.4*	1997 Director Stock Plan, as amended through February 25, 2010.	8-K	3/1/10

10.5*	2003 Employee Stock Plan, as amended through February 25, 2010.	8-K	3/1/10

10.6*	Reimbursement Agreement dated as of May 25, 2001 by and between the Registrant and Steven P. Jobs.	10-Q	6/29/02

10.7*	Form of Option ~~Agreements.~~Agreement.	10-K	9/24/05

10.8*	Form of Restricted Stock Unit Award Agreement effective as of August 28, 2007.	10-K	9/29/07

10.9*	Form of Restricted Stock Unit Award Agreement effective as of November 11, 2008.	10-Q	12/27/08

10.10**	~~Transition~~Form of Restricted Stock Unit Award Agreement ~~and Settlement Agreement and Release dated~~effective as of November ~~3, 2008 by and between the Registrant and Anthony Fadell.~~16, 2010.	~~10-Q~~	~~12/27/08~~

~~14.1~~14.1*	Business Conduct Policy of the Registrant dated ~~February 2009.~~July 2010.	~~10-Q~~10-K	~~3/28/09~~9/25/10

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.

101.INS****	XBRL Instance Document

101.SCH****	XBRL Taxonomy Extension Schema Document

101.CAL****	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF****	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB****	XBRL Taxonomy Extension Label Linkbase Document

101.PRE****	XBRL Taxonomy Extension Presentation Linkbase Document

~~July 21, 2010~~January 19, 2011

APPLE INC.

/s/ Peter Oppenheimer

Peter Oppenheimer
Senior Vice President,
Chief Financial Officer