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Apple 10-Q 2005

Documents found in this filing:

  1. 10-Q
  2. Ex-31.1
  3. Ex-31.2
  4. Ex-32.1
  5. Ex-32.1

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form 10-Q

 


 

(Mark One)

 

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the quarterly period ended June 25, 2005 OR

 

 

 

 

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

 

 

For the transition period from               to              .

 

Commission file number 0-10030

 


 

APPLE COMPUTER, INC.

(Exact name of Registrant as specified in its charter)

 

CALIFORNIA

 

942404110

(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)

 

Registrant’s telephone number, including area code: (408) 996-1010

 


 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  ý      No  o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes  ý      No  o

 

829,829,296 shares of common stock issued and outstanding as of July 22, 2005

 

 



 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

APPLE COMPUTER, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except share and per share amounts)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

June 25, 2005

 

June 26, 2004

 

June 25, 2005

 

June 26, 2004

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

3,520

 

$

2,014

 

$

10,253

 

$

5,929

 

Cost of sales

 

2,476

 

1,455

 

7,245

 

4,304

 

Gross margin

 

1,044

 

559

 

3,008

 

1,625

 

Operating expenses:

 

 

 

 

 

 

 

 

 

Research and development

 

145

 

125

 

387

 

367

 

Selling, general, and administrative

 

472

 

354

 

1,389

 

1,042

 

Restructuring costs

 

 

8

 

 

18

 

Total operating expenses

 

617

 

487

 

1,776

 

1,427

 

Operating income

 

427

 

72

 

1,232

 

198

 

 

 

 

 

 

 

 

 

 

 

Other income and expense:

 

 

 

 

 

 

 

 

 

Gains on non-current investments

 

 

 

 

4

 

Interest and other income, net

 

46

 

13

 

105

 

34

 

Total other income and expense

 

46

 

13

 

105

 

38

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

473

 

85

 

1,337

 

236

 

 

 

 

 

 

 

 

 

 

 

Provision for income taxes

 

153

 

24

 

432

 

66

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

320

 

$

61

 

$

905

 

$

170

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.39

 

$

0.08

 

$

1.13

 

$

0.23

 

Diluted

 

$

0.37

 

$

0.08

 

$

1.06

 

$

0.22

 

 

 

 

 

 

 

 

 

 

 

Shares used in computing earnings per share (in thousands):

 

 

 

 

 

 

 

 

 

Basic

 

815,092

 

750,046

 

804,098

 

735,212

 

Diluted

 

860,688

 

785,242

 

853,105

 

762,518

 

 

See accompanying notes to condensed consolidated financial statements.

 

2



 

APPLE COMPUTER, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(in millions, except share amounts)

 

 

 

June 25, 2005

 

September 25, 2004

 

ASSETS:

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

3,094

 

$

2,969

 

Short-term investments

 

4,432

 

2,495

 

Accounts receivable, less allowances of $49 and $47, respectively

 

827

 

774

 

Inventories

 

193

 

101

 

Deferred tax assets

 

334

 

231

 

Other current assets

 

496

 

485

 

Total current assets

 

9,376

 

7,055

 

 

 

 

 

 

 

Property, plant and equipment, net

 

764

 

707

 

Goodwill

 

80

 

80

 

Acquired intangible assets

 

29

 

17

 

Other assets

 

239

 

191

 

Total assets

 

$

10,488

 

$

8,050

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY:

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

1,530

 

$

1,451

 

Accrued expenses

 

1,593

 

1,200

 

Total current liabilities

 

3,123

 

2,651

 

Non-current liabilities

 

544

 

323

 

Total liabilities

 

3,667

 

2,974

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock, no par value; 1,800,000,000 shares authorized; 827,981,177 and 782,887,234 shares issued and outstanding, respectively

 

3,299

 

2,514

 

Deferred stock compensation

 

(62

)

(93

)

Retained earnings

 

3,575

 

2,670

 

Accumulated other comprehensive income (loss)

 

9

 

(15

)

Total shareholders’ equity

 

6,821

 

5,076

 

Total liabilities and shareholders’ equity

 

$

10,488

 

$

8,050

 

 

See accompanying notes to condensed consolidated financial statements.

 

3



 

APPLE COMPUTER, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)

 

 

 

Nine Months Ended

 

 

 

June 25, 2005

 

June 26, 2004

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of the period

 

$

2,969

 

$

3,396

 

 

 

 

 

 

 

Operating Activities:

 

 

 

 

 

Net income

 

905

 

170

 

Adjustments to reconcile net income to cash generated by operating activities:

 

 

 

 

 

Depreciation, amortization, and accretion

 

128

 

110

 

Stock-based compensation expense

 

31

 

23

 

Non-cash restructuring

 

 

5

 

Provision for (benefit from) deferred income taxes

 

1

 

(5

)

Tax benefit from stock options

 

314

 

62

 

Loss on disposition of property, plant, and equipment

 

6

 

3

 

Gains on short-term investments, net

 

 

(1

)

Gains on non-current investments

 

 

(4

)

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net

 

(53

)

137

 

Inventories

 

(92

)

(16

)

Other current assets

 

(11

)

(83

)

Other assets

 

(52

)

(31

)

Accounts payable

 

79

 

(93

)

Other current liabilities

 

527

 

214

 

Cash generated by operating activities

 

1,783

 

491

 

 

 

 

 

 

 

Investing Activities:

 

 

 

 

 

Purchases of short-term investments

 

(7,624

)

(2,294

)

Proceeds from maturities of short-term investments

 

5,108

 

821

 

Proceeds from sales of short-term investments

 

582

 

790

 

Proceeds from sales of non-current investments

 

 

5

 

Purchases of property, plant, and equipment

 

(164

)

(117

)

Other

 

(29

)

9

 

Cash used for investing activities

 

(2,127

)

(786

)

 

 

 

 

 

 

Financing Activities:

 

 

 

 

 

Payment of long-term debt

 

 

(300

)

Proceeds from issuance of common stock

 

469

 

319

 

Cash generated by financing activities

 

469

 

19

 

Increase (decrease) in cash and cash equivalents

 

125

 

(276

)

Cash and cash equivalents, end of the period

 

$

3,094

 

$

3,120

 

 

 

 

 

 

 

Supplemental cash flow disclosures:

 

 

 

 

 

 

 

 

 

 

 

Cash paid for interest

 

$

 

$

10

 

Cash paid for income taxes, net

 

$

108

 

$

 

 

See accompanying notes to condensed consolidated financial statements.

 

4



 

APPLE COMPUTER, INC.

 

Notes to Condensed Consolidated Financial Statements (Unaudited)

 

Note 1 – Summary of Significant Accounting Policies

 

Apple Computer, Inc. and its subsidiaries (the Company) designs, manufactures and markets personal computers and related software, services, peripherals and networking solutions.  The Company also designs, develops and markets a line of portable digital music players along with related accessories and services including the online distribution of third-party music and audio books.   The Company sells its products worldwide through its online stores, its own retail stores, its direct sales force and third-party wholesalers, resellers and value-added resellers.  In addition to its own hardware, software and peripheral products, the Company sells a variety of third-party hardware and software products through its online and retail stores.  The Company sells to education, consumer, creative professional, business and government customers.

 

Basis of Presentation and Preparation

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 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. Interim information is unaudited; however, in the opinion of the Company’s management, all adjustments of a normal recurring nature necessary for a fair statement of interim periods presented have been included.  The results for interim periods are not necessarily indicative of results to be expected for the entire year.  Certain prior year amounts in these 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 25, 2004, included in its Annual Report on Form 10-K (the 2004 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.

 

Common Stock Split

On February 28, 2005, the Company effected a two-for-one stock split to shareholders of record as of February 18, 2005.  All share and per share information has been retroactively adjusted to reflect the stock split.

 

Research and Development

Research and development costs are expensed as incurred. Development costs of computer software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers pursuant to Statement of Financial Accounting Standards (SFAS) No. 86, Computer Software to be Sold, Leased, or Otherwise Marketed. In most instances, the Company’s products are released soon after technological feasibility has been established; therefore, costs incurred subsequent to achievement of technological feasibility are usually not significant, and generally all software development costs have been expensed.

 

In the fourth quarter of 2004, the Company began incurring substantial development costs associated with Mac OS X version 10.4 Tiger subsequent to achievement of technological feasibility as evidenced by public demonstration in August 2004 and the subsequent release of a developer beta version of the product. Therefore, during the third, second, and first quarters of 2005 and the fourth quarter of 2004, the Company capitalized approximately $0.2 million, $14.7 million, $14.8 million and $4.5 million, respectively, of costs associated with the development of Tiger.  In accordance with SFAS No. 86, amortization of this asset to cost of sales began in April 2005 when the Company began shipping Tiger and is being recognized on a straight-line basis over a 3 year estimated useful life.

 

During the second quarter of 2004, the Company incurred substantial development costs associated with FileMaker Pro 7 subsequent to achievement of technological feasibility as evidenced by public demonstration and release of a developer beta version, and prior to the release of the final version of the product in March 2004. Therefore, during the second quarter of 2004, the Company capitalized approximately $2.3 million of costs associated with the

 

5



 

development of FileMaker Pro 7.  In accordance with SFAS No. 86, amortization of this asset to cost of sales began in March 2004 when the Company began shipping FileMaker Pro 7 and is being recognized on a straight-line basis over a 3 year estimated useful life.

 

Stock-Based Compensation

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (revised 2004) (SFAS 123R), Share-Based Payment, that addresses the accounting for share-based payment transactions in which an enterprise receives employee services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity instruments.  SFAS 123R eliminates the ability to account for share-based compensation transactions using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees, and generally would require instead that such transactions be accounted for using a fair-value-based method. The Company is currently evaluating SFAS 123R to determine which fair-value-based model and transitional provision it will follow upon adoption. The options for transition methods as prescribed in SFAS 123R include either the modified prospective or the modified retrospective methods. The modified prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock as the requisite service is rendered beginning with the first quarter of adoption, while the modified retrospective method would record compensation expense for stock options and restricted stock beginning with the first period restated. Under the modified retrospective method, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented.  SFAS 123R will be effective for the Company beginning in its first quarter of fiscal 2006. Although the Company will continue to evaluate the application of SFAS 123R, management expects adoption to have a material impact on its results of operations.

 

The Company currently measures compensation expense for its employee stock-based compensation plans using the intrinsic value method prescribed by APB Opinion No. 25. The Company applies the disclosure provisions of SFAS No. 123, Accounting for Stock-based Compensation, as amended by SFAS No. 148, Accounting for Stock-based Compensation — Transition and Disclosure as if the fair-value-based method had been applied in measuring compensation expense. Under APB Opinion No. 25, when the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of the grant, no compensation expense is recognized.

 

As required under SFAS No. 123, the pro forma effects of stock-based compensation on net income and earnings per common share for employee stock options granted and employee stock purchase plan share purchases have been estimated at the date of grant and beginning of the period, respectively, using a Black-Scholes option pricing model. For purposes of pro forma disclosures, the estimated fair value of the options and shares is amortized to pro forma net income over the options’ vesting period and the shares’ plan period.

 

6



 

The following table summarizes the Company’s pro forma information for the three and nine month periods ended June 25, 2005 and June 26, 2004 (in millions, except per share amounts):

 

 

 

Three
Months Ended

 

Nine
Months Ended

 

 

 

6/25/05

 

6/26/04

 

6/25/05

 

6/26/04

 

 

 

 

 

 

 

 

 

 

 

Net income - as reported

 

$

320

 

$

61

 

$

905

 

$

170

 

 

 

 

 

 

 

 

 

 

 

Add: Stock-based employee compensation expense included in reported net income, net of tax

 

10

 

10

 

28

 

23

 

 

 

 

 

 

 

 

 

 

 

Deduct: Stock-based employee compensation expense determined under the fair-value-based method for all awards, net of tax

 

(28

)

(35

)

(84

)

(105

)

 

 

 

 

 

 

 

 

 

 

Net income - pro forma

 

$

302

 

$

36

 

$

849

 

$

88

 

 

 

 

 

 

 

 

 

 

 

Net income per common share - as reported

 

 

 

 

 

 

 

 

 

Basic

 

$

0.39

 

$

0.08

 

$

1.13

 

$

0.23

 

Diluted

 

$

0.37

 

$

0.08

 

$

1.06

 

$

0.22

 

 

 

 

 

 

 

 

 

 

 

Net income per common share - pro forma

 

 

 

 

 

 

 

 

 

Basic

 

$

0.37

 

$

0.05

 

$

1.06

 

$

0.12

 

Diluted

 

$

0.35

 

$

0.05

 

$

1.00

 

$

0.12

 

 

Earnings Per Share

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 dilutive potential shares of common stock had been issued. The dilutive effect of outstanding options, restricted stock and restricted stock units is reflected in diluted earnings per 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 outstanding options, restricted stock and restricted stock units.  Additionally, the exercise of employee stock options and the vesting of restricted stock and restricted stock units can result in a greater dilutive effect on earnings per share.

 

The following table sets forth the computation of basic and diluted earnings per share (in thousands, except net income and per share amounts):

 

 

 

Three
Months Ended

 

Nine
Months Ended

 

 

 

6/25/05

 

6/26/04

 

6/25/05

 

6/26/04

 

 

 

 

 

 

 

 

 

 

 

Numerator (in millions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

320

 

$

61

 

$

905

 

$

170

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding, excluding unvested restricted stock

 

815,092

 

750,046

 

804,098

 

735,212

 

Effect of dilutive options, restricted stock units and restricted stock

 

45,596

 

35,196

 

49,007

 

27,306

 

 

 

 

 

 

 

 

 

 

 

Denominator for diluted earnings per share

 

860,688

 

785,242

 

853,105

 

762,518

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.39

 

$

0.08

 

$

1.13

 

$

0.23

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.37

 

$

0.08

 

$

1.06

 

$

0.22

 

 

7



 

Potentially dilutive securities, including stock options, restricted stock, and restricted stock units, to acquire approximately 1.3 million and 5.2 million shares of common stock for the three months ended June 25, 2005 and June 26, 2004, respectively, and 2.4 million and 13.6 million shares of common stock for the nine months ended June 25, 2005 and June 26, 2004, respectively were excluded from the computation of diluted earnings per share for these periods because their effect would have been antidilutive.

 

Note 2 – Financial Instruments

 

Cash, Cash Equivalents and Short-Term Investments

The following table summarizes the fair value of the Company’s cash and available-for-sale securities held in its short-term investment portfolio, recorded as cash and cash equivalents or short-term investments as of June 25, 2005 and September 25, 2004 (in millions):

 

 

 

6/25/05

 

9/25/04

 

 

 

 

 

 

 

Cash

 

$

158

 

$

200

 

 

 

 

 

 

 

U.S. Treasury and Agency securities

 

104

 

87

 

U.S. corporate securities

 

1,535

 

1,795

 

Foreign securities

 

1,297

 

887

 

Total cash equivalents

 

2,936

 

2,769

 

 

 

 

 

 

 

U.S. Treasury and Agency securities

 

159

 

1,080

 

U.S. corporate securities

 

3,604

 

1,352

 

Foreign securities

 

669

 

63

 

Total short-term investments

 

4,432

 

2,495

 

 

 

 

 

 

 

Total cash, cash equivalents, and short-term investments

 

$

7,526

 

$

5,464

 

 

The Company’s short-term investment portfolio consists of investments in U.S. Treasury and Agency securities, U.S. corporate securities, and foreign securities. The Company’s U.S. corporate securities consist primarily of commercial paper, certificates of deposit, time deposits and corporate debt securities. Foreign securities consist primarily of foreign commercial paper, certificates of deposit and time deposits with foreign institutions, most of which are denominated in U.S. dollars. The Company had net unrealized losses, net of taxes, of $2.4 million on its investment portfolio, approximately one-third of which related to investments with stated maturities of less than one year as of June 25, 2005.  As of September 25, 2004, the Company had net unrealized losses, net of taxes, of $4 million on its investment portfolio, primarily related to investments with stated maturities of less than one year. The Company occasionally sells short-term investments prior to their stated maturities. No material gains or losses were recognized on any such sales during the three and nine-month periods ended June 25, 2005 or June 26, 2004.

 

As of June 25, 2005 and September 25, 2004, $272 million and $180 million, respectively, of the Company’s investment portfolio that was classified as short-term investments had maturities ranging from 1 to 5 years.  The remainder of the Company’s short-term investments had underlying maturities between 3 and 12 months.

 

Derivative Financial Instruments

The Company uses derivatives to partially offset its business exposure to foreign exchange and interest rate risk. Foreign currency forward and option contracts are used to offset the foreign exchange risk on certain existing assets and liabilities and to hedge the foreign exchange risk on expected future cash flows on certain forecasted revenue and cost of sales. From time to time, the Company enters into interest rate derivative agreements to modify the interest rate profile of certain investments and debt. The Company’s accounting policies for these instruments are based on whether the instruments are designated as hedge or non-hedge instruments. As of the end of the first nine months of 2005, the general nature of the Company’s risk management activities and the general nature and mix of the Company’s derivative financial instruments have not changed materially from the end of fiscal 2004.

 

Foreign Exchange Risk Management

The Company may enter into foreign currency forward and option contracts with financial institutions to protect against foreign exchange risk associated with existing assets and liabilities, certain firmly committed transactions and

 

8



 

forecasted future cash flows. Generally, the Company’s practice is to hedge a majority of its existing material foreign exchange transaction exposures over a time horizon of 3 to 6 months in the future. However, the Company may not hedge certain foreign exchange transaction exposures due to immateriality, prohibitive economic cost of hedging particular exposures, or limited availability of appropriate hedging instruments.

 

Accounting for Derivative Financial Instruments

The Company accounts for all derivatives at fair value. Derivatives that are not hedges are adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, changes in fair value will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. As of June 25, 2005, the Company had a net deferred gain associated with cash flow hedges of approximately $14.9 million, net of taxes, substantially all of which is expected to be reclassified to earnings by the end of the first quarter of fiscal 2006.

 

Note 3 – Condensed Consolidated Financial Statement Details (in millions)

 

Inventories

 

 

 

6/25/05

 

9/25/04

 

Purchased parts

 

$

6

 

$

1

 

Work in process

 

2

 

 

Finished goods

 

185

 

100

 

 

 

 

 

 

 

Total inventories

 

$

193

 

$

101

 

 

Other Current Assets

 

 

 

6/25/05

 

9/25/04

 

Vendor non-trade receivables

 

$

274

 

$

276

 

Other current assets

 

222

 

209

 

 

 

 

 

 

 

Total other current assets

 

$

496

 

$

485

 

 

Property, Plant, and Equipment, net

 

 

 

6/25/05

 

9/25/04

 

Land and buildings

 

$

355

 

$

351

 

Machinery, equipment, and internal-use software

 

474

 

422

 

Office furniture and equipment

 

84

 

79

 

Leasehold improvements

 

496

 

446

 

 

 

1,409

 

1,298

 

 

 

 

 

 

 

Accumulated depreciation and amortization

 

(645

)

(591

)

 

 

 

 

 

 

Total property, plant, and equipment, net

 

$

764

 

$

707

 

 

Other Assets

 

 

 

6/25/05

 

9/25/04

 

Non-current deferred tax assets

 

$

88

 

$

86

 

Capitalized software development costs, net

 

44

 

25

 

Other assets

 

107

 

80

 

 

 

 

 

 

 

Total other assets

 

$

239

 

$

191

 

 

Accrued Expenses

 

 

 

6/25/05

 

9/25/04

 

Deferred revenue - current

 

$

467

 

$

342

 

Accrued marketing and distribution

 

189

 

147

 

Accrued compensation and employee benefits

 

168

 

134

 

Accrued warranty and related costs

 

174

 

105

 

Other current liabilities

 

595

 

472

 

 

 

 

 

 

 

Total accrued expenses

 

$

1,593

 

$

1,200

 

 

9



 

Non-current Liabilities

 

 

 

6/25/05

 

9/25/04

 

Deferred revenue - non-current

 

$

251

 

$

202

 

Deferred tax liabilities

 

283

 

113

 

Other non-current liabilities

 

10

 

8

 

 

 

 

 

 

 

Total non-current liabilities

 

$

544

 

$

323

 

 

Interest and Other Income, Net

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

6/25/05

 

6/26/04

 

6/25/05

 

6/26/04

 

Interest income

 

$

51

 

$

15

 

$

118

 

$

44

 

Interest expense

 

 

 

 

(3

)

Other expense, net

 

(5

)

(2

)

(13

)

(7

)

 

 

 

 

 

 

 

 

 

 

Interest and other income, net

 

$

46

 

$

13

 

$

105

 

$

34

 

 

Note 4 – Restructuring Actions

 

2004 Restructuring Actions

The Company recorded total restructuring charges of approximately $23.0 million during the year ended September 25, 2004, including approximately $14.0 million in severance costs, $5.5 million in asset impairments, and a $3.5 million charge for lease cancellations.  Of the $23.0 million charge, $19.0 million had been utilized by the end of the third quarter of 2005, with the remaining $4.0 million consisting of $1.2 million for employee severance benefits and $2.8 million related to operating lease costs of abandoned facilities. These actions will result in the termination of 481 positions, 456 of which had been terminated prior to the end of the third quarter of 2005.

 

The following table summarizes activity associated with restructuring actions initiated during fiscal 2004 (in millions):

 

 

 

Employee

 

 

 

 

 

 

 

 

 

Severance

 

Asset

 

Lease

 

 

 

 

 

Benefits

 

Impairments

 

Cancellations

 

Totals

 

 

 

 

 

 

 

 

 

 

 

Total charge

 

$

14.0

 

$

5.5

 

$

3.5

 

$

23.0

 

Total spending through June 25, 2005

 

(12.4

)

 

(0.7

)

(13.1

)

Total non-cash items

 

 

(5.2

)

 

(5.2

)

Adjustments

 

(0.4

)

(0.3

)

 

(0.7

)

Accrual at June 25, 2005

 

$

1.2

 

$

 

$

2.8

 

$

4.0

 

 

2003 Restructuring Actions

The Company recorded total restructuring charges of approximately $26.8 million during the year ended September 27, 2003, including approximately $7.4 million in severance costs, a $5.0 million charge to write-off deferred compensation, $7.1 million in asset impairments and a $7.3 million charge for lease cancellations. Of the $26.8 million charge, all has been utilized except for approximately $2.0 million related to operating lease costs of abandoned facilities.

 

10



 

The following table summarizes activity associated with restructuring actions initiated during fiscal 2003 (in millions):

 

 

 

Employee

 

Deferred

 

 

 

 

 

 

 

 

 

Severance

 

Compensation

 

Asset

 

Lease

 

 

 

 

 

Benefits

 

Write-off

 

Impairments

 

Cancellations

 

Totals

 

 

 

 

 

 

 

 

 

 

 

 

 

Total charge

 

$

7.4

 

$

5.0

 

$

7.1

 

$

7.3

 

$

26.8

 

Total spending through June 25, 2005

 

(7.9

)

 

 

(4.8

)

(12.7

)

Total non-cash items

 

 

(5.0

)

(7.1

)

 

(12.1

)

Adjustments

 

0.5

 

 

 

(0.5

)

 

Accrual at June 25, 2005

 

$

 

$

 

$

 

$

2.0

 

$

2.0

 

 

Note 5 – Shareholders’ Equity

 

Preferred Stock

The Company has 5 million shares of authorized preferred stock, none of which is 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.

 

Stock Repurchase Plan

In July 1999, the Company’s Board of Directors authorized a plan for the Company to repurchase up to $500 million of its common stock.  This repurchase plan does not obligate the Company to acquire any specific number of shares or acquire shares over any specified period of time.  The Company has not engaged in any transactions to repurchase its common stock since fiscal 2003. Since inception of the stock repurchase plan, the Company had repurchased a total of 13.2 million shares at a cost of $217 million. The Company was authorized to repurchase up to an additional $283 million of its common stock as of June 25, 2005.

 

Comprehensive Income

Comprehensive income consists of two components, net income and other comprehensive income. Other comprehensive income refers to revenue, expenses, gains and losses that under generally accepted accounting principles 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 components of total comprehensive income, net of taxes, during the three and nine month periods ended June 25, 2005, and June 26, 2004 (in millions):

 

 

 

Three
Months Ended

 

Nine
Months Ended

 

 

 

6/25/05

 

6/26/04

 

6/25/05

 

6/26/04

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

320

 

$

61

 

$

905

 

$

170

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

Net change in unrealized derivative gains/losses

 

11

 

 

19

 

14

 

Change in foreign currency translation

 

(12

)

(2

)

3

 

10

 

Net change in unrealized investment gains/losses

 

6

 

(5

)

2

 

(3

)

Reclassification adjustment for investment gains included in net income

 

(2

)

(1

)

 

(4

)

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

$

323

 

$

53

 

$

929

 

$

187

 

 

11



 

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 ended June 25, 2005, and June 26, 2004 (in millions):

 

 

 

Three
Months Ended

 

Nine
Months Ended

 

 

 

6/25/05

 

6/26/04

 

6/25/05

 

6/26/04

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of derivatives

 

$

12

 

$

(2

)

$

4

 

$

(19

)

Adjustment for net (gains) losses realized and included in net income

 

(1

)

2

 

15

 

33

 

Change in unrealized derivative gains/losses

 

$

11

 

$

 

$

19

 

$

14

 

 

The following table summarizes the components of accumulated other comprehensive income (loss), net of taxes (in millions):

 

 

 

As of
6/25/05

 

As of
9/25/04

 

 

 

 

 

 

 

Unrealized losses on available-for-sale securities

 

$

(2

)

$

(4

)

Unrealized gains (losses) on derivative investments

 

15

 

(4

)

Cumulative foreign currency translation

 

(4

)

(7

)

 

 

 

 

 

 

Accumulated other comprehensive income (loss)

 

$

9

 

$

(15

)

 

Note 6 – Employee Benefit Plans

 

2003 Employee Stock Plan

The 2003 Employee Stock Plan (the 2003 Plan) is a shareholder approved plan that provides for broad-based grants to employees, including executive officers. Based on the terms of individual option grants, options granted under the 2003 Plan generally expire 7 to 10 years after the grant date and generally become exercisable over a period of 4 years, based on continued employment, with either annual or quarterly vesting. The 2003 Plan permits the granting of incentive stock options, nonstatutory stock options, restricted stock units, stock appreciation rights, and stock purchase rights.

 

1997 Employee Stock Option Plan

In August 1997, the Company’s Board of Directors approved the 1997 Employee Stock Option Plan (the 1997 Plan), a non-shareholder approved plan for grants of stock options to employees who are not officers of the Company. Based on the terms of individual option grants, options granted under the 1997 Plan generally expire 7 to 10 years after the grant date and generally become exercisable over a period of 4 years, based on continued employment, with either annual or quarterly vesting. In October 2003, the Company terminated the 1997 Employee Stock Option Plan and cancelled all remaining unissued shares totaling 28,590,702.   No new options can be granted from the 1997 Plan.

 

1997 Director Stock Option Plan

In August 1997, the Company’s Board of Directors adopted a shareholder approved Director Stock Option Plan (DSOP) for non-employee directors of the Company. Initial grants of 30,000 options under the DSOP vest in three equal installments on each of the first through third anniversaries of the date of grant, and subsequent annual grants of 10,000 options are fully vested at grant.

 

Rule 10b5-1 Trading Plans

Certain of the Company’s executive officers, including Mr. Timothy D. Cook, Mr. Peter Oppenheimer, Mr. Jonathan Rubinstein, Dr. Bertrand Serlet, and Dr. Avadis Tevanian, Jr., have entered into trading plans pursuant to Rule 10b5-1(c)(1) of the Securities Exchange Act of 1934, as amended. 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 restricted stock units.

 

12



 

Employee Stock Purchase Plan

The Company has a shareholder approved employee stock purchase plan (the Purchase Plan), under which substantially all employees may purchase common stock through payroll deductions at a price equal to 85% of the lower of the fair market values as of the beginning and end of six month offering periods. Stock purchases under the Purchase Plan are limited to 10% of an employee’s compensation, up to a maximum of $25,000 in any calendar year. The number of shares authorized for issuance is limited to a total of 1 million shares per offering period. As of June 25, 2005, approximately 3.8 million shares were reserved for future issuance under the Purchase Plan.

 

Stock Option Plan Activity

A summary of the Company’s stock option activity and related information for the nine month periods ended June 25, 2005 and June 26, 2004 is set forth in the following table (shares in thousands):

 

 

 

 

 

Outstanding Options

 

 

 

Shares
Available

 

Number of

 

Weighted
Average

 

 

 

For Grant

 

Shares

 

Exercise Price

 

 

 

 

 

 

 

 

 

Balance at 9/25/04

 

24,050

 

110,722

 

$

10.52

 

Additional Options Authorized

 

49,000

 

 

 

Options Granted

 

(5,200

)

5,200

 

$

34.07

 

Restricted Stock Units Granted

 

(50

)

 

 

Options and Restricted Stock Units Cancelled

 

2,665

 

(2,665

)

$

12.49

 

Options Exercised

 

 

(42,832

)

$

9.95

 

Plan Shares Expired

 

(1,220

)

 

 

Balance at 6/25/05

 

69,245

 

70,425

 

$

12.54

 

 

 

 

 

 

 

 

 

Balance at 9/27/03

 

91,660

 

126,024

 

$

9.54

 

Options Granted

 

(34,488

)

34,488

 

$

11.23

 

Restricted Stock Units Granted

 

(5,030

)

 

 

Options Cancelled

 

5,056

 

(5,056

)

$

10.17

 

Options Exercised

 

 

(33,184

)

$

8.57

 

Plan Shares Expired

 

(31,540

)

 

 

Balance at 6/26/04

 

25,658

 

122,272

 

$

10.25

 

 

The options outstanding as of June 25, 2005 have been segregated into six ranges for additional disclosure as follows (option amounts are presented in thousands):

 

 

 

Options Outstanding

 

Options Exercisable

 

Range of
Exercise Prices

 

Options
Outstanding
as of
6/25/05

 

Weighted-
Average
Remaining
Contractual Life
in Years

 

Weighted
Average
Exercise Price

 

Options
Exercisable
as of
6/25/05

 

Weighted
Average
Exercise
Price

 

 

 

 

 

 

 

 

 

 

 

 

 

$0.62- $9.25

 

19,429

 

4.89

 

$

8.06

 

17,014

 

$

8.11

 

$9.26- $10.23

 

11,850

 

6.17

 

$

10.14

 

8,067

 

$

10.14

 

$10.24- $10.90

 

13,507

 

5.60

 

$

10.87

 

3,202

 

$

10.81

 

$10.91- $12.27

 

12,903

 

5.55

 

$

11.45

 

5,521

 

$

11.52

 

$12.28- $42.33

 

11,838

 

5.81

 

$

22.94

 

4,612

 

$

20.93

 

$42.34- $44.50

 

898

 

6.68

 

$

44.50

 

12

 

$

44.50

 

 

 

 

 

 

 

 

 

 

 

 

 

$0.62-$44.50

 

70,425

 

5.54

 

$

12.54

 

38,428

 

$

10.80

 

 

The Company had 4.880 million restricted stock units outstanding as of June 25, 2005, which were excluded from the options outstanding balances in the preceding tables.  None of these restricted stock units were vested as of

 

13



 

June 25, 2005. These restricted stock units have been deducted from the shares available for grant under the Company’s stock option plans.

 

Note 7 – Stock-Based Compensation

 

The Company has provided pro forma disclosures in Note 1 of these Notes to Condensed Consolidated Financial Statements of the effect on net income and earnings per share as if the fair value method of accounting for stock compensation had been used for its employee stock option grants and employee stock purchase plan purchases. These pro forma effects have been estimated at the date of grant and beginning of the period, respectively, using the Black-Scholes option pricing model.

 

The assumptions used for the three and nine month periods ended June 25, 2005 and June 26, 2004, and the resulting estimates of weighted-average fair value per share of options granted and for stock purchases during those periods are as follows:

 

 

 

Three
Months Ended

 

Nine
Months Ended

 

 

 

6/25/05

 

6/26/04

 

6/25/05

 

6/26/04

 

 

 

 

 

 

 

 

 

 

 

Expected life of stock options

 

3.5 years

 

3.5 years

 

3.5 years

 

3.5 years

 

Expected life of stock purchases

 

6 months

 

6 months

 

6 months

 

6 months

 

Interest rate - stock options

 

3.88

%

2.75

%

3.13% - 3.88

%

2.33% - 2.75

%

Interest rate - stock purchases

 

2.54

%

0.96

%

1.67% - 2.54

%

0.96% -1.10

%

Volatility - stock options

 

40

%

40

%

40

%

40

%

Volatility - stock purchases

 

41

%

34

%

32% - 41

%

34% - 44

%

Expected dividend yields

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average fair value of options granted during the period

 

$

12.82

 

$

4.02

 

$

11.45

 

$

3.54

 

Weighted-average fair value of employee stock purchases during the period

 

$

7.97

 

$

2.47

 

$

6.68

 

$

2.46

 

 

Note 8 – Commitments and Contingencies

 

Lease Commitments

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 for terms of 5 to 10 years and generally provide renewal options for terms of 3 to 5 additional years. Leases for retail space are for terms of 5 to 16 years, the majority of which are for 10 years, and often contain multi-year renewal options. As of September 25, 2004, the Company’s total future minimum lease payments under noncancelable operating leases were $617 million, of which $436 million related to leases for retail space.  As of June 25, 2005, total future minimum lease payments related to leases for retail space increased to $583 million.

 

Accrued Warranty and Indemnifications

The Company offers a basic limited parts and labor warranty on its hardware products. The basic warranty period for hardware products is typically one year from the date of purchase by the end-user. The Company also offers a 90-day basic warranty for Apple service parts used to repair Apple hardware products. The Company provides currently for the estimated cost that may be incurred under its basic limited product warranties at the time related revenue is recognized. Factors considered in determining appropriate accruals for product warranty obligations include the size of the installed base of products subject to warranty protection, 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. The Company assesses the adequacy of its preexisting warranty liabilities and adjusts the amounts as necessary based on actual experience and changes in future expectations.

 

14



 

The following table reconciles changes in the Company’s accrued warranties and related costs for the three and nine month periods ended June 25, 2005 and June 26, 2004 (in millions):

 

 

 

Three
Months Ended

 

Nine
Months Ended

 

 

 

6/25/05

 

6/26/04

 

6/25/05

 

6/26/04

 

 

 

 

 

 

 

 

 

 

 

Beginning accrued warranty and related costs

 

$

154

 

$

80

 

$

105

 

$

67

 

Cost of warranty claims

 

(50

)

(28

)

(127

)

(76

)

Accruals for product warranties

 

70

 

39

 

196

 

100

 

Ending accrued warranty and related costs

 

$

174

 

$

91

 

$

174

 

$

91

 

 

The Company generally does not indemnify end-users of its operating system and application software 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 itself 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 have a material adverse effect on its financial condition, liquidity or results of operations. Therefore, the Company did not record a liability for infringement costs as of either June 25, 2005 or September 25, 2004.

 

Contingencies

The Company is subject to certain legal proceedings and claims that have arisen in the ordinary course of business and have not been fully adjudicated. 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 have a material adverse effect on its financial condition, liquidity or results of operations. 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.

 

Production and marketing of products in certain states and countries may subject the Company to environmental 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 recently been passed in several jurisdictions in which the Company operates including various European Union member countries, Japan and certain states within the U.S.  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 have a material adverse effect on the Company’s results of operations and financial position.

 

Note 9 - Segment Information and Geographic Data

 

In accordance with SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, 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. The Company’s reportable operating segments are comprised of the Americas, Europe, Japan, and Retail. The Americas, Europe, and Japan reportable segments do not include activities related to 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 Japan segment includes only Japan. The Retail segment operates Apple-owned retail stores in the U.S., Canada, Japan, and the U.K.  Other operating segments include Asia-Pacific, which includes Australia and Asia except for Japan, and the Company’s subsidiary, FileMaker, Inc. Each reportable geographic operating segment provides similar hardware and software products and similar services, and the accounting policies of the various segments are the same as those described in

 

15



 

the Company’s 2004 10-K in Note 1, “Summary of Significant Accounting Policies,” except as described below for the Retail segment.

 

The Company evaluates the performance of its operating segments based on net sales. The Retail segment’s performance is also evaluated based on operating income. Net sales for geographic segments are generally based on the location of the customers. Operating income for each segment includes net sales to third parties, related cost of sales, and operating expenses directly attributable to the segment. Operating income for each segment excludes other income and expense and certain expenses that are managed outside the operating segments. Costs excluded from segment operating income include various corporate expenses, manufacturing costs and variances not included in standard costs, income taxes, and various nonrecurring charges. Corporate expenses include research and development, corporate marketing expenses, manufacturing costs and variances not included in standard costs, and other separately managed general and administrative expenses including certain corporate expenses associated with support of the Retail segment. The Company does not include intercompany transfers between segments for management reporting purposes. Segment assets exclude corporate assets. Corporate assets include cash, short-term and long-term investments, manufacturing facilities, miscellaneous corporate infrastructure, goodwill and other acquired intangible assets, and retail store construction-in-progress that is not subject to depreciation. Except for the Retail segment, capital expenditures for long-lived assets are not reported to management by segment. Capital expenditures by the Retail segment were $34 million and $20 million during the third quarters of 2005 and 2004, respectively, and $83 million and $69 million during the first nine months of 2005 and 2004, respectively.

 

Operating income for all segments, except Retail, includes cost of sales at manufacturing standard cost, other cost of sales, related sales and marketing costs, and certain general and administrative costs. This measure of operating income, which includes manufacturing profit, provides a comparable basis for comparison between the Company’s various geographic segments.  Certain manufacturing expenses and related adjustments not included in segment cost of sales, including variances between standard and actual manufacturing costs and the mark-up above standard cost for product supplied to the Retail segment, are included in corporate expenses.

 

Management assesses the operating performance of the Retail segment differently than it assesses the operating performance of the Company’s geographic segments. The Retail segment revenue and operating income is intended to depict a measure comparable to that of the Company’s major channel partners in the U.S. operating retail stores so the Company can evaluate the Retail segment performance as if it were a channel partner. Therefore, the Company makes three significant adjustments to the Retail segment for management reporting purposes that are not included in the results of the Company’s other segments.

 

First, the Retail segment’s operating income includes cost of sales for Apple products at an amount normally charged to major channel partners in the U.S. operating retail stores, less the cost of sales programs and incentives provided to those channel partners and the Company’s cost to support those partners. For the third quarter of 2005 and 2004, this resulted in the recognition of additional cost of sales above standard cost by the Retail segment and an offsetting benefit to corporate expenses of approximately $101 million and $48 million, respectively. For the first nine months of 2005 and 2004, this resulted in the recognition of additional cost of sales above standard cost by the Retail segment and an offsetting benefit to corporate expenses of approximately $302 million and $145 million, respectively.

 

Second, the Company’s extended warranty, support and service contracts are transferred to the Retail segment at the same cost as that charged to the Company’s major retail channel partners in the U.S., resulting in a measure of revenue and gross margin for those items that is comparable between the Company’s Retail stores and those retail channel partners.  The Retail segment recognizes the full amount of revenue and cost of sales of the Company’s extended warranty, support and service contracts at the time of sale. Because the Company has not yet earned the revenue or incurred the costs associated with the sale of these contracts, an offset to these amounts is recognized in other operating segments’ net sales and cost of sales. For the third quarter of 2005, this resulted in the recognition of net sales and cost of sales by the Retail segment, with corresponding offsets in other operating segments, of $22 million and $16 million, respectively. For the third quarter of 2004, the net sales and cost of sales of extended warranty, support and service contracts recognized by the Retail segment were $13 million and $9 million, respectively. For the first nine months of 2005, this resulted in the recognition of additional net sales and cost of sales by the Retail segment, with corresponding offsets in other operating segments, of $63 million and $44 million, respectively. This compares to similar adjustments to net sales and cost of sales during the first nine months of 2004 of $38 million and $25 million, respectively.

 

16



 

Third, the Company has opened seven high profile stores in New York, Los Angeles, Chicago, San Francisco, Tokyo, Japan, Osaka, Japan, and London, England as of June 25, 2005.  These high profile stores are larger than the Company’s typical retail stores and were designed to further promote brand awareness and provide a venue for certain corporate sales and marketing activities, including corporate briefings.  As such, the Company allocates certain operating expenses associated with these stores to corporate marketing expense to reflect the estimated benefit realized Company-wide. The allocation of these operating costs is based on the amount incurred for a high profile store in excess of that incurred by a more typical Company retail location. Expenses allocated to corporate marketing resulting from the operations of these stores were $7 million and $5 million in the third quarters of 2005 and 2004, respectively, and $21 million and $11 million for the first nine months of 2005 and 2004, respectively.

 

Summary information by operating segment follows (in millions):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

6/25/05

 

6/26/04

 

6/25/05

 

6/26/04

 

Americas:

 

 

 

 

 

 

 

 

 

Net sales

 

$

1,739

 

$

1,018

 

$

4,819

 

$

2,823

 

Operating income

 

$

198

 

$

121

 

$

585

 

$

326

 

 

 

 

 

 

 

 

 

 

 

Europe:

 

 

 

 

 

 

 

 

 

Net sales

 

$

742

 

$

408

 

$

2,294

 

$

1,376

 

Operating income

 

$

106

 

$

58

 

$

339

 

$

227

 

 

 

 

 

 

 

 

 

 

 

Japan:

 

 

 

 

 

 

 

 

 

Net sales

 

$

227

 

$

172

 

$

696

 

$

502

 

Operating income

 

$

42

 

$

36

 

$

108

 

$

84

 

 

 

 

 

 

 

 

 

 

 

Retail:

 

 

 

 

 

 

 

 

 

Net sales

 

$

555

 

$

270

 

$

1,687

 

$

809

 

Operating income

 

$

29

 

$

7

 

$

116

 

$

21

 

 

 

 

 

 

 

 

 

 

 

Other Segments (a):

 

 

 

 

 

 

 

 

 

Net sales

 

$

257

 

$

146

 

$

757

 

$

419

 

Operating income

 

$

30

 

$

22

 

$

92

 

$

64

 

 


(a)                                  Other Segments consists of Asia-Pacific and FileMaker.

 

A reconciliation of the Company’s segment operating income to the consolidated financial statements follows (in millions):

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

6/25/05

 

6/26/04

 

6/25/05

 

6/26/04

 

 

 

 

 

 

 

 

 

 

 

Segment operating income

 

$

405

 

$

244

 

$

1,240

 

$

722

 

Corporate expenses, net (b)

 

22

 

(164

)

(8

)

(506

)

Restructuring costs

 

 

(8

)

 

(18

)

Total operating income

 

$

427

 

$

72

 

$

1,232

 

$

198

 

 


(b)                                 Corporate expenses include research and development, corporate marketing expenses, manufacturing costs and variances not included in standard costs, and other separately managed general and administrative expenses including certain corporate expenses associated with support of the Retail segment.

 

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Note 10 – Related Party Transactions and Certain Other Transactions

 

In March 2002, the Company entered into a Reimbursement Agreement with its CEO, Mr. Steven P. Jobs, for the reimbursement of expenses incurred by Mr. Jobs in the operation of his private plane when used for Apple business.  The Reimbursement Agreement became effective for expenses incurred by Mr. Jobs for Apple business purposes since he took delivery of the plane in May 2001. The Company recognized a total of $169,000 and $220,000 in expenses pursuant to the Reimbursement Agreement during the third quarters of 2005 and 2004, respectively, and $650,000 and $542,000 in expenses for the first nine months of 2005 and 2004, respectively. All expenses recognized pursuant to the Reimbursement Agreement have been included in selling, general, and administrative expenses in the condensed consolidated statements of operations.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results 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 the subsection entitled “Factors That May Affect Future Results and Financial Condition” below. The following discussion should be read in conjunction with the 2004 Form 10-K and the condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q. All information 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.

 

Available Information

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, are available on its website at http://www.apple.com/investor when such reports are available on the Securities and Exchange Commission (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 at http://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.

 

Executive Overview

The Company designs, manufactures and markets personal computers and related software, services, peripherals and networking solutions.  The Company also designs, develops and markets a line of portable digital music players along with related accessories and services including the online distribution of third-party music and audio books. The Company’s products and services include the Macintosh line of desktop and notebook computers, the iPod digital music player, the Xserve server and Xserve RAID storage products, a portfolio of consumer and professional software applications, the Mac OS X operating system, the online iTunes Music Store, a portfolio of peripherals that support and enhance the Macintosh and iPod product lines, and a variety of other service and support offerings. The Company sells its products worldwide through its online stores, its own retail stores, its direct sales force, and third-party wholesalers, resellers and value added resellers. In addition, the Company sells a variety of third-party Macintosh compatible products, including computer printers and printing supplies, storage devices, computer memory, digital video and still cameras, personal digital assistants, and various other computing products and supplies through its online and retail stores. The Company sells to education, consumer, creative professional, business and government customers.  A further description of the Company’s products may be found below and in Part I, Item 1 of the Company’s 2004 Form 10-K.

 

The Company’s business strategy leverages its ability, through the design and development of its own operating system, hardware and many software applications and technologies, to bring to its customers around the world compelling new products and solutions with superior ease-of-use, seamless integration and innovative industrial design.

 

The Company participates in several highly competitive markets, including personal computers with its Macintosh line of computers, consumer electronics with its iPod line of digital music players and distribution of third-party digital music through its online iTunes Music Store.  While the Company is widely recognized as an innovator in the personal computer and consumer electronic markets as well as a leader in the emerging market for distribution of digital music, these are all highly competitive markets that are subject to aggressive pricing and increased competition.  In order to remain competitive, the Company believes that increased investment in research and development (R&D) and marketing and advertising is necessary in order to maintain and extend its position in the markets where it competes.  The Company’s R&D spending is focused on delivering timely updates and enhancements to its existing line of personal computers, displays, operating systems, software applications and portable music players; developing new digital lifestyle consumer and professional software applications; and

 

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investing in new product areas such as rack-mount servers, RAID storage systems, and wireless technologies.  The Company also believes that investment in marketing and advertising programs is critical to increasing product and brand awareness.

 

In June 2005, the Company announced its plan to begin using Intel microprocessors in its Macintosh computers. The Company plans to begin shipping certain models with Intel microprocessors by June 2006 and to complete this transition of all of its Macintosh computers to Intel microprocessors by the end of calendar year 2007.  There are potential risks and uncertainties that may occur during this transition, which are further discussed under the heading “Factors That May Affect Future Results and Financial Condition.”

 

The Company utilizes a variety of direct and indirect distribution channels.  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 only on Macintosh computers, and demonstrate the compatibility of the Macintosh with the Windows platform and networks.  The Company further believes that providing a high-quality sales and after-sales support experience is critical to attracting and retaining customers.  To ensure a high-quality buying experience for its products in which service and education are emphasized, the Company has expanded and improved its distribution capabilities by opening its own retail stores in the U.S. and internationally.  The Company had 110 stores open as of June 25, 2005.

 

The Company also staffs selected third-party stores with the Company’s own employees to improve the buying experience through reseller channels.  The Company has deployed Apple employees and contractors in reseller locations around the world including the U.S., Europe, Japan and Australia. The Company also sells to customers directly through its online stores around the world.

 

To improve the accessibility to its iPod product line, the Company has significantly expanded the number of distribution points where iPods are sold. The iPod product line can be purchased in certain department stores, member-only warehouse stores, large retail chains, and specialty retail stores, as well as through the channels listed above.

 

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and the Company’s discussion and analysis of its financial condition and results of operations require the Company’s management to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Note 1 of the Notes to Consolidated Financial Statements in the Company’s 2004 Form 10-K describes the significant accounting policies and methods used in the preparation of the Company’s 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, allowance for doubtful accounts, inventory valuation and exposures related to inventory purchase commitments, valuation of long-lived assets including acquired intangibles, warranty costs, and income taxes. Management believes these policies to be critical because they are both important to the portrayal of the Company’s financial condition and results, and they require management to make judgments and estimates about matters that are inherently uncertain. 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.

 

Revenue Recognition

Net sales consist primarily of revenue from the sale of products (e.g., hardware, software, music products, and peripherals), and extended warranty and support contracts. The Company recognizes revenue pursuant to applicable accounting standards, including Statement of Position (SOP) No. 97-2, Software Revenue Recognition, as amended, and Securities and Exchange Commission (SEC) Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition.

 

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.  Generally, 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

 

20



 

product sales, these criteria are met at the time the product is shipped. For online sales to individuals, for some sales to education customers, and for certain other sales, the Company defers revenue recognition until the customer receives the product because the Company legally retains a portion of the risk of loss on these sales during transit. If at the outset of an arrangement the Company determines the arrangement fee is not, or is presumed not to be, fixed or determinable, revenue is deferred and subsequently recognized as amounts become due and payable.

 

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. 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 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 could have a material adverse impact on the Company’s results of operations.

 

Allowance for Doubtful Accounts

The Company distributes its products through third-party resellers and directly to certain education, consumer, and commercial customers. The Company generally does not require collateral from its customers. However, when possible the Company does attempt to limit credit risk on trade receivables with credit insurance for certain customers in Latin America, Europe and Asia and by arranging with third-party financing companies to provide flooring arrangements and other loan and lease programs to the Company’s direct customers. 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 flooring 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 collectibility of 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 is reasonably believed 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 earnings in the period the adjustments are made.

 

Inventory Valuation and Inventory Purchase Commitments

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 period that considers multiple factors including demand forecasts, product life cycle status, product development plans, current sales levels, and component cost trends. The personal computer and consumer electronic industries 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 gross margins in the period when the write-downs are recorded.

 

The Company accrues necessary reserves for cancellation fees related to component orders that have been 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

 

21



 

of the Company’s products, the Company may be required to record additional reserves for cancellation fees that would negatively affect gross margins in the period when the cancellation fees are identified.

 

Valuation of Long-Lived Assets Including Acquired Intangibles

The Company reviews property, plant, and equipment and certain identifiable intangible assets for impairment when events or changes in circumstances indicate the carrying amount of such an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amount to future undiscounted cash flows the assets are expected to generate. If such assets are considered to be impaired, the impairment to be recognized in earnings equals the amount by which the carrying value of the assets exceeds their fair market value. Although the Company has recognized no material impairment adjustments related to its property, plant, and equipment or identifiable intangibles in the periods presented, except those made in conjunction with restructuring actions, deterioration in the Company’s business in a geographic region or business segment in the future, including deterioration in the performance of individual retail stores, could lead to such impairment adjustments in future periods in which such business issues are identified.

 

In accordance with SFAS No. 142, Goodwill and Other Intangible Assets, the Company performs a review of goodwill for impairment annually, or earlier if indicators of potential impairment exist. The review of goodwill for potential impairment is subjective and requires that: (1) goodwill be allocated to various reporting units of the Company’s business to which it relates; (2) the Company estimate the fair value of those reporting units to which the goodwill relates; and (3) the Company determine the book value of those reporting units. If the estimated fair value of reporting units with allocated goodwill is determined to be less than their book value, the Company is required to estimate the fair value of all identifiable assets and liabilities of those reporting units in a manner similar to a purchase price allocation for an acquired business. This requires independent valuation of certain internally developed and unrecognized assets including in-process research and development and developed technology. Once this process is complete, the amount of goodwill impairment, if any, can be determined.

 

Based on the Company’s estimates as of June 25, 2005 there was no impairment of goodwill. However, changes in various circumstances including changes in the Company’s market capitalization, changes in the Company’s forecasts, and changes in the Company’s internal business structure could cause one or more of the Company’s reporting units to be valued differently thereby causing an impairment of goodwill. Additionally, in response to changes in the personal computer and consumer electronics industries and changes in global or regional economic conditions, the Company may strategically realign its resources and consider restructuring, disposing, or otherwise exiting businesses, which could result in an impairment of property, plant, and equipment, identifiable intangibles, or goodwill.

 

Warranty Costs

The Company provides currently for the estimated cost for product 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 negatively affect the Company’s results of operations.

 

Income Taxes