UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM 10-Q
----------------------------
(MARK ONE)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
---- SECURITIES EXCHANGE ACT OF 1934
- For the quarterly period ended July 1,December 30, 2000 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 (I.R.S. EMPLOYER IDENTIFICATION NO.)
OF INCORPORATION OR ORGANIZATION)
1 Infinite Loop
Cupertino, California 95014
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (408) 996-1010
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
Common Share Purchase Rights
(Titles of classes)
-----------
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 X No
---- ----
324,969,055--- ---
346,028,976 shares of Common Stock Issued and Outstanding as of July 21, 2000January 30, 2001
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 ENDEDThree Months Ended
------------------
-----------------
JULYDecember 30, 2000 January 1, 2000
JUNE 26, 1999 JULY 1, 2000 JUNE 26, 1999
------------ ------------- ------------ ------------------------------ ---------------
Net sales............................................ $1,825 $1,558 $6,113 $4,798sales $1,007 $2,343
Cost of sales........................................ 1,282 1,131 4,414 3,486
------ ------ ------ ------sales 1,028 1,736
--------- ---------
Gross margin...................................... 543 427 1,699 1,312
------ ------ ------ ------margin (21) 607
--------- ---------
Operating expenses:
Research and development.......................... 97 80 279 232development 102 90
Selling, general, and administrative.............. 278 243 884 761administrative 297 319
Special charges:
Executive bonus -- 90
Restructuring costs........................... 0 0costs -- 8
9
Executive bonus............................... 0 0 90 0
------ ------ ------ --------------- ---------
Total operating expenses 375 323 1,261 1,002
------ ------ ------ ------399 507
--------- ---------
Operating income .................................... 168 104 438 310(loss) (420) 100
Gains from sales of investment 50 101 284 188investments 71 134
Unrealized loss on convertible securities (13) --
Interest and other income, (expense), net 52 24 141 53
------ ------ ------ ------67 40
--------- ---------
Total interest and other income, (expense), net 102 125 425 241
------ ------ ------ ------174
--------- ---------
Income (loss) before provision (benefit) for income taxes............. 270 229 863 551taxes (295) 274
Provision (benefit) for income taxes........................... 70 26 247 61
------ ------ ------ ------taxes (88) 91
--------- ---------
Income (loss) before accounting change (207) 183
Cumulative effect of accounting change, net of income taxes of $5 12 --
--------- ---------
Net income...........................................income (loss) $ 200(195) $ 203 $ 616 $ 490
====== ====== ====== ======183
========= =========
Earnings (loss) per common share:
Basic.......................................... $0.62 $0.70 $1.90 $1.77
Diluted........................................ $0.55 $0.60 $1.71 $1.49share before accounting change:
Basic $(0.61) $ 0.57
Diluted $(0.61) $ 0.51
Earnings (loss) per common share after accounting change:
Basic $(0.58) $ 0.57
Diluted $(0.58) $ 0.51
Shares used in computing earnings (loss) per share (in thousands):
Basic.......................................... 325,040 288,107 323,770 277,141
Diluted........................................ 361,817 349,300 359,928 346,660Basic 337,170 322,077
Diluted 337,170 356,834
See accompanying notes to condensed consolidated financial statements.
2
APPLE COMPUTER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions, except share amounts)
ASSETSASSETS:
JULY 1,December 30, 2000 SEPTEMBER 25,1999
------------September 30, 2000
----------------- ------------------
Current assets:
Cash and cash equivalents............................................... $1,344 $1,326equivalents $1,737 $1,191
Short-term investments.................................................. 2,482 1,900investments 2,328 2,836
Accounts receivable, less allowances of $63$61 and $68, respectively....... 967 681
Inventories............................................................. 5 20$64, respectively 441 953
Inventories 21 33
Deferred tax assets.....................................................assets 231 162 143
Other current assets.................................................... 197 215assets 168 252
------ ------
Total current assets............................................... 5,157 4,285assets 4,926 5,427
Property, plant and equipment, net......................................... 314 318net 325 313
Non-current debt and equity investments.................................... 1,236 339investments 447 786
Other assets............................................................... 225 219assets 288 277
------ ------
Total assets....................................................... $6,932 $5,161assets $5,986 $6,803
====== ======
LIABILITIES AND SHAREHOLDERS' EQUITYEQUITY:
Current liabilities:
Accounts payable........................................................ $1,040payable $ 812637 $1,157
Accrued expenses........................................................ 833 737expenses 1,000 776
------ ------
Total current liabilities.......................................... 1,873 1,549liabilities 1,637 1,933
Long-term debt............................................................. 300debt 311 300
Deferred tax liabilities................................................... 583 208liabilities 326 463
------ ------
Total liabilities.................................................. 2,756 2,057liabilities 2,274 2,696
------ ------
Commitments and contingencies
Shareholders' equity:
Series A non-voting convertible preferred stock, no par value; 150,000
shares authorized, 3,300 and 75,750 issued and outstanding............................... 150 150outstanding,
respectively 3 76
Common stock, no par value; 900,000,000 shares authorized;
324,826,267345,307,408 and 321,598,122335,676,889 shares issued and outstanding,
respectively............. 1,376 1,349respectively 1,578 1,502
Retained earnings....................................................... 2,115 1,499earnings 2,090 2,285
Accumulated other comprehensive income.................................. 535 106income 41 244
------ ------
Total shareholders' equity......................................... 4,176 3,104equity 3,712 4,107
------ ------
Total liabilities and shareholders' equity......................... $6,932 $5,161equity $5,986 $6,803
====== ======
See accompanying notes to condensed consolidated financial statements.
3
APPLE COMPUTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)
NINE MONTHS ENDED
-----------------
JULYThree Months Ended
------------------
December 30, 2000 January 1, 2000
JUNE 26, 1999
------------- ------------------------------ ---------------
Cash and cash equivalents, beginning of the period.............................. $1,326 $1,481period $ 1,191 $ 1,326
------- -------
Operating:
Net income...................................................................... 616 490income (loss) (195) 183
Cumulative effect of accounting change, net of taxes (12) --
Adjustments to reconcile net income to cash generated (used) by operating
activities:
Depreciation and amortization................................................ 66 66amortization 24 20
Provision for deferred income taxes.......................................... 152 15taxes (92) 64
Loss on sale of property, plant, and equipment -- 3
Gains onfrom sales of ARM shares................................................. (284) (188)investments (71) (134)
Unrealized loss on convertible securities 13 --
Changes in operating assets and liabilities:
Accounts receivable.......................................................... (286) 59
Inventories.................................................................. 15 71receivable 512 (211)
Inventories 12 5
Other current assets......................................................... 18 31assets 116 4
Other assets................................................................. (21) 6assets (16) 3
Accounts payable............................................................. 228 73payable (520) 362
Other current liabilities.................................................... 164 (43)
------ ------liabilities 216 74
------- -------
Cash generated by (used for) operating activities.................................... 668 580
------ ------activities (13) 373
------- -------
Investing:
Purchase of short-term investments.............................................. (3,023) (3,039)investments (634) (693)
Proceeds from maturities of short-term investments.............................. 2,441 2,525
Proceeds from sales of ARM shares............................................... 288 201investments 1,142 519
Purchase of long-term investments............................................... (232)investments (1) --
Net proceeds from property, plant, and equipment retirements 11 21
Purchase of property, plant, and equipment...................................... (76) (31)
Other........................................................................... (18) (6)
------ ------equipment (22) (38)
Proceeds from sales of equity investments 74 136
Other (3) (13)
------- -------
Cash used forgenerated by (used for) investing activities........................................ (609) (329)
------ ------activities 556 (89)
------- -------
Financing:
Proceeds from issuance of common stock.......................................... 50 41stock 3 17
Cash used for repurchase of common stock........................................ (91)stock -- ------ ------(41)
------- -------
Cash generated by (used for) financing activities......................... (41) 41
------ ------
Totalactivities 3 (24)
------- -------
Increase in cash generated ........................................................... 18 292
------ ------and cash equivalents 546 260
------- -------
Cash and cash equivalents, end of the period.................................... $1,344 $1,773
====== ======period $ 1,737 $ 1,586
======= =======
Supplemental cash flow disclosures:
Cash paid for interest.......................................................interest $ 10-- $ 49--
Cash paid (received) for income taxes, net...................................net $ 369 $ (1)
See accompanying notes to condensed consolidated financial statements.
4
APPLE COMPUTER, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTE 1 - BASIS OF PRESENTATION
Interim information is unaudited; however, in the opinion8
Noncash transactions:
Issuance of the Company's
management, all adjustmentscommon stock for conversion 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 amounts in the Condensed Consolidated
Balance Sheet as of September 25, 1999, have been reclassified to conform
to the 2000 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 year
ended September 25, 1999, included in its Annual Report on Form 10-K for
the year ended September 25, 1999 (the 1999 Form 10-K). All information is
based on the Company's fiscal calendar.Series A Preferred Stock $ 73 $ --
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
BASIS OF PRESENTATION AND PREPARATION
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. 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
30, 2000, included in its Annual Report on Form 10-K for the year ended
September 30, 2000 (the 2000 Form 10-K). Approximately every six years, the
Company reports a 53-week fiscal year to align its fiscal quarters with calendar
quarters by adding a week to its first fiscal quarter. Consequently, an
additional week was added to the first quarter of fiscal 2000.
DERIVATIVE FINANCIAL INSTRUMENTS
On October 1, 2000, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 133, "Accounting for Derivative Instruments and Hedging
Activities." SFAS No. 133 establishes accounting and reporting standards for
derivative instruments, hedging activities, and exposure definition. SFAS No.
133 requires that all derivatives be recognized as either assets or
liabilities at fair value. Derivatives that are not hedges must be 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. Net of the related income tax effect
of approximately $5 million, adoption of SFAS No. 133 resulted in a favorable
cumulative-effect-type adjustment to net income of approximately $12 million.
Net of the related income tax effect of approximately $5 million, adoption of
SFAS No. 133 resulted in a favorable cumulative-effect-type adjustment to
other comprehensive income of approximately $12 million, all of which is
expected to be reclassified to earnings by the end of the third quarter of
fiscal 2001. Management does not believe that ongoing application of SFAS No.
133 will significantly alter the Company's hedging strategies. However, its
application may increase the volatility of other income and expense and other
comprehensive income.
For derivative instruments that hedge the exposure of variability in expected
future cash flows that is attributable to a particular risk and that are
designated as cash flow hedges, the effective portion of the net gain or loss
on the derivative instrument is reported as a component of other
comprehensive income in stockholders' equity and reclassified into earnings
in the same period or periods during which the hedged transaction affects
earnings. The remaining net gain or loss on the derivative instrument in
excess of the cumulative change in the present value of the future cash flows
on the hedged item, if any, is recognized in current earnings. For derivative
instruments that hedge the exposure to changes in the fair value of an asset
or a liability or an identified portion thereof that is attributable to a
particular risk and that are designated as fair value hedges, the net gain or
loss on the derivative instrument as well as the offsetting gain or loss on
the hedged item attributable to the hedged risk are recognized in earnings in
the current period. The net gain or loss on a derivative instrument that is
designated as, and is effective as, an economic hedge of the foreign currency
translation exposure of the net investment in a foreign operation is reported
in the same manner as a foreign currency translation adjustment to the extent
it is effective as a hedge. For derivative instruments not designated as
hedging instruments, changes in fair value are recognized in earnings in the
current period.
For foreign currency forward contracts designated as cash flow hedges, hedge
effectiveness is measured based on changes in the fair value of the contract
attributable to changes in the forward exchange rate. Changes in the expected
future cash flows on the forecasted hedged transaction and changes in the fair
value of the forward hedge are both measured from the contract rate to the
forward exchange rate associated with the forward contract's maturity date.
5
For currency option contracts, hedge effectiveness is assessed based on changes
in the option's intrinsic value. Apple defines intrinsic value as the present
value of the gain or loss on the option contract calculated from the option's
strike price to the forward rate associated with the option's cash settlement
date. Hedge effectiveness is assessed by comparing the present value of the
cumulative change in expected future cash flows on the forecasted hedged
transaction attributable to the hedged risk with the cumulative change in the
intrinsic value of the option. Changes in the expected future cash flows on the
forecasted transaction and changes in the intrinsic value of the option hedge
are both measured from the option strike price to the forward exchange rate.
Changes in fair value of the option contract attributable to time value are
excluded from the measurement of hedge effectiveness and are recognized in
current earnings. For interest rate swap agreements qualifying as fair value
hedges, the Company assumes no ineffectiveness as each interest rate swap meets
the criteria for accounting under the short-cut method defined in SFAS No. 133.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements." SAB No. 101, as amended, summarizes certain of the SEC's views
in applying generally accepted accounting principles to revenue recognition
in financial statements and provides guidance on revenue recognition issues
in the absence of authoritative literature addressing a specific arrangement
or a specific industry. The Company adopted SAB No. 101 in the first quarter
of fiscal year 2001. Adoption of this guidance did not have a material impact
on the Company's financial position or results of operations.
NOTE 2 - EARNINGS PER SHARE
Basic earnings per 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 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 common shares that would have been outstanding if dilutive
potential common shares had been issued. The dilutive effect of outstanding
options is reflected in diluted earnings per share by application of the
treasury stock method. The dilutive effect of convertible securities is
reflected using the if-converted method. Common stock options and convertible
preferred stock were not included in the computation of diluted loss per share
in the first quarter of 2001 as their effect was antidilutive. On June 21, 2000,
the Company effected a two-for-one stock split in the form of a Common Stock
dividend to shareholders of record as of May 19, 2000. All per share data and
numbers of Common shares have been retroactively adjusted to reflect the stock
split.
6
The following table sets forth the computation of basic and diluted earnings
(loss) per share (in thousands, except net income (loss) and per share amounts):
FOR THE THREE MONTHS ENDED
FOR THE NINE MONTHS ENDED
---------------------------- ---------------------------
7/-------------------------------
12/30/00 1/1/00
6/26/99 7/1/00 6/26/99-------- ------
Numerator (in millions):
Numerator for basic earnings per share -
Net income (loss) $ 200(195) $ 203 $ 616 $ 490
Interest expense on convertible debt -- 7 -- 28
----- ------ ----- -----
Numerator for diluted earnings per share
- Adjusted net income $ 200 $ 210 $ 616 $ 518
===== ===== ===== =====183
-------- --------
Denominator:
Denominator for basic earnings (loss) per share -- weighted average-sharesweighted-
average shares outstanding 325,040 288,107 323,770 277,141337,170 322,077
Effect of dilutive securities:
Convertible preferred stock 18,182 18,182 18,182 18,182
Convertible debt -- 31,434 -- 40,66718,182
Dilutive options 18,595 11,577 17,976 10,670
------ ------ ------ -------- 16,575
-------- --------
Dilutive potential common shares 36,777 61,193 36,158 69,519
------- ------ ------ -------- 34,757
-------- --------
Denominator for diluted earnings (loss) per share -- adjusted weighted-average shares and
assumed conversions 361,817 349,300 359,928 346,660
======= ======= ======= =======337,170 356,834
======== ========
Basic earnings (loss) per share $0.62 $0.70 $1.90 $1.77
======= ======= ======= =======before accounting change $ (0.61) $ 0.57
Cumulative effect of accounting change, net of tax $ 0.03 $ --
-------- --------
Basic earnings (loss) per share after accounting change $ (0.58) $ 0.57
======== ========
Diluted earnings (loss) per share $0.55 $0.60 $1.71 $1.49
======= ======= ======= =======before accounting change $ (0.61) $ 0.51
Cumulative effect of accounting change, net of tax $ 0.03 $ --
-------- --------
Diluted earnings (loss) per share after accounting change $ (0.58) $ 0.51
======== ========
5
Options to purchase approximately 1,853,108 and 160,00014.8 million shares of common stock that were
outstanding as of Julyat January 1, 2000, and June 26, 1999, respectively,
that were not included in the computation of diluted
earnings per share for the quarters then endedfirst quarter of 2000 because the options' exercise
price was greater than the average market price of the Company's common stock
during those
periodsthis period and, therefore, the effect would be antidilutive. During the first two quarters of 1999,At December
30, 2000, the Company had outstanding $661
million of unsecured convertible subordinated debentures (the Debentures)
which were convertible by their holders intooptions to purchase approximately 45.290.6 million shares
of its common stock. The weighted-average common shares represented by
the Debentures upon conversionstock outstanding, all of which were included inexcluded from the computation
of diluted earningsloss per share for the three and nine month periods ended June 26,
1999, using the if-converted method. On April 14, 1999, the Company called
for redemption the Debentures. As a result, debenture holders converted
virtually all of the outstanding debentures to 45.2 million shares of the
Company's common stock during the thirdfirst quarter of 1999. For additional
disclosures regarding2001 because the Debentures, see the 1999 Form 10-K.effect would
have been antidilutive.
7
NOTE 3 - CONSOLIDATED FINANCIAL STATEMENT DETAILS (IN MILLIONS)
INVENTORIES
7/1/INVENTORIES
12/30/00 9/25/99
------30/00
-------- -------
Purchased parts............................................parts $ 2 $ 1
$ 4
Work in process............................................ --process 3 2
Finished goods............................................. 4 13
----- -----goods 16 30
-------- -------
Total inventories.......................................... $ 5 $ 20
===== =====
inventories $21 $33
======== =======
PROPERTY, PLANT, AND EQUIPMENT
7/1/12/30/00 9/25/99
------30/00
-------- -------
Land and buildings.........................................buildings $ 322332 $ 323324
Machinery and equipment.................................... 205 220equipment 190 185
Office furniture and equipment............................. 61 61equipment 63 60
Leasehold improvements..................................... 133 125improvements 129 131
Accumulated depreciation and amortization.................. (407) (411)
----- -----amortization (389) (387)
-------- -------
Net property, plant, and equipment.........................equipment $ 314325 $ 318
===== =====
313
======== =======
ACCRUED EXPENSES
7/1/12/30/00 9/25/99
------30/00
-------- -------
Accrued compensation and employee benefits.................benefits $ 190182 $ 84176
Accrued marketing and distribution......................... 188 170distribution 229 149
Accrued warranty and related costs......................... 107 105costs 101 108
Other current liabilities.................................. 348 378
----- -----liabilities 488 343
-------- -------
Total accrued expenses..................................... $833 $737
===== =====
INTEREST AND OTHER INCOME (EXPENSE)
NINEexpenses $1,000 $ 776
======== =======
INTEREST AND OTHER INCOME, NET
THREE MONTHS ENDED
-----------------
7/----------------------------------
12/30/00 1/1/00
6/26/99
-------------- -------
Interest income............................................income $ 15164 $ 10247
Interest expense........................................... (15) (42)expense (5) (5)
Other income (expense), net................................ 5 (7)
----- -----net 8 (2)
-------- -------
Interest and other income (expense), net...................net $ 14167 $ 53
===== =====40
======== =======
6
NOTE 4 - NON-CURRENT DEBT AND EQUITY INVESTMENTS AND OTHER STRATEGIC INVESTMENTS
The Company holds significant investments in ARM Holdings plc (ARM),
Samsung Electronics Co., Ltd (Samsung), Akamai
Technologies, Inc. (Akamai) and EarthLink Network, Inc. (EarthLink). These
investments are reflected in the consolidated balance sheets as non-current debt
and equity investments and have been categorized as available-for-sale requiring
that they be carried at fair value with unrealized gains and losses, net of
taxes, reported in equity as a component of accumulated other comprehensive
income. The combined fairIf it is determined that a decline in value of any of these investments
was $1.236 billionis other than temporary, then the investment's basis would be written down to
fair value, and $339 millionthe write down would be included in earnings as of July 1, 2000, and September 25, 1999, respectively.
The combined fair valuea loss. All
realized gains on the sale of these investments has declined to
approximately $1.062 billion as of July 28, 2000.have been included in other
income. The Company believes it is likely there will continue to be significant fluctuations
in the fair value of these investments in the future.
The Company has additional minority debt and equity investments of approximately
$34 million in several privately held technology companies. These investments,
which are reflected in the consolidated balance sheets in other assets, are
inherently risky because the products of these companies may be under
development and/or because the markets for the technologies or products these
companies have under development are typically in the early stages of
development.
8
ARM HOLDINGS
ARM is a publicly held company in the United Kingdom involved in the design and
licensing of high performance microprocessors and related technology. As of
September 25, 1999,30, 2000, the Company held approximately 8034.8 million shares of ARM stock with a
fair value of $226$383 million. Share data for ARM
presented in this Form 10-Q has been adjusted to reflect ARM's four-for-one
stock split in April of 1999 and its five-for-one stock split in April of
2000. During the thirdfirst quarter of 2000,2001, the Company sold
approximately 53.8 million shares of ARM stock for net proceeds of approximately
$51$35 million and a gain before taxes of $50$35 million. During the nine months ended July
1,As of December 30, 2000, the
Company has sold approximately 38holds 31 million shares of ARM stock with a fair value of $234 million.
AKAMAI
In June 1999, the Company invested $12.5 million in Akamai, a global Internet
content delivery service. The investment was in the form of convertible
preferred stock that converted into 4.1 million shares of Akamai common stock
(adjusted for subsequent stock splits) at the time of Akamai's initial public
offering in October 1999. Beginning in the first quarter of 2000, the Company
categorized its shares in Akamai as available-for-sale. The fair value of the
Company's investment in Akamai was approximately $216 million as of September
30, 2000. During the first quarter of 2001, the Company sold 1 million shares of
Akamai stock for net proceeds of approximately $288 million and gains before taxes of
approximately $284 million. During the third quarter of 1999, the Company
sold approximately 50 million shares of ARM stock for net proceeds of $105
million and a gain before taxes of $101 million. During the nine months
ended June 26, 1999, the Company sold approximately 148 million shares of
ARM stock for net proceeds of approximately $201$39 million and a gain before
taxes of approximately $188. The$36 million. As of December 30, 2000, the Company holds
approximately 3.1 million shares of Akamai stock with a fair value of
the Company's investment in
ARM is approximately $450 million as of July 1, 2000.$66 million.
EARTHLINK
In January 2000, the Company invested $200 million in EarthLink, an Internet
service provider (ISP). The investment is in EarthLink's Series C Convertible
Preferred Stock, which is convertible by the Company after January 4, 2001, into
approximately 7.1 million shares of EarthLink common stock. Concurrent with this
investment, EarthlinkEarthLink and the Company entered into a multi-year agreement to
deliver ISP service to Macintosh users in the United States. Under the terms of
the agreement, the Company will
profitprofits from each new Mac customer that subscribes to
EarthLink's ISP service for a specified period of time, and EarthLink will becomeis the
default ISP in Apple's Internet Setup Software included with all Macintosh
computers sold in the United States. The fair value of the Company's investment
in EarthLink iswas approximately $110$36 million as of July 1,December 30, 2000.
SAMSUNG
During the fourth quarter of 1999, the Company invested $100 million in Samsung
Electronics Co., Ltd. (Samsung), to assist in the further expansion of Samsung's
TFT-LCD flat-panel display production capacity. The investment, in the form of
three year unsecured bonds, is convertible into approximately 550,000 shares of
Samsung common stock beginning in July 2000. The bonds carry an annual coupon
rate of 2% and pay a total yield to maturity of 5% if redeemed at their
maturity. This investment is reflected in the consolidated balance sheets as a
non-current debt and equity investment.
The Company categorizes its investment in Samsung as available-for-sale
requiring that it be carried at fair value with unrealized gains and losses, net
of taxes, reported in equity as a component of accumulated other comprehensive
income. With the adoption of SFAS No. 133 on October 1, 2000, the Company is
required to account for the conversion option embedded in the Samsung bonds
separately from the related debt. The conversion feature is carried at fair
value with any changes in fair value recognized in earnings in the period in
which they occur. Included in the $17 million gross SFAS No. 133 transition
adjustment recorded in earnings was a $23 million favorable adjustment for the
restatement to fair value as of October 1, 2000, of the derivative component of
the Company's investment in Samsung. To adjust the carrying value of the
derivative component of its investment in Samsung is
approximately $188 millionto fair value as of July 1, 2000.
In June 1999,December
30, 2000, the Company invested $12.5recognized an unrealized loss of approximately $13 million
in Akamai, a global
Internet content delivery service. The investment was in the form of
convertible preferred stock that converted into 4.1 million shares of
Akamai common stock (adjusted for subsequent stock splits) at the time of
Akamai's initial public offering in October 1999. The Company is restricted
from selling more than 25% of its shares within one year after the date of
the closing of the public offering of Akamai's stock. Beginning induring the first quarter of 2000,2001. The Company believes it is likely there will
be significant fluctuations in the Company categorized its shares in Akamai as
available-for-sale. The fair value of the Company'sembedded conversion option
of this investment in Akamai is
approximately $488 million as of July 1, 2000.
7the future.
9
NOTE 5 - SHAREHOLDERS'SHAREHOLDER'S EQUITY
On June 21, 2000, the Company effected a two-for-one stock split in the
form of a stock dividend. Accordingly, share and per share information
presented in this Form 10-Q has been adjusted to reflect this stock split.
On April 20, 2000, the Company's shareholders approved an increase in the
number of the Company's authorized shares from 320,000,000 to 900,000,000.
During the second quarter of 2000, the Company's Board of Directors granted
the Company's Chief Executive Officer options under the Company's 1998
Executive Officer Stock Plan to purchase 20 million shares of common stock
at an exercise price of $43.59 per share, the then fair value of the
underlying common stock (share and per share figures for this option grant
are adjusted for the June 2000 two-for-one stock split). A summary of the
Company's stock option activity and related information for the nine-month
period ended July 1, 2000, follows (option amounts are presented in
thousands):
NUMBER OF WEIGHTED-AVERAGE
OPTIONS EXERCISE PRICE
------- --------------
Options outstanding at 9/25/99............................ 36,808 $13.19
Granted.............................................. 44,002 $46.27
Exercised............................................ (4,527) $ 9.05
Forfeited............................................ (3,912) $26.49
------
Options outstanding at 7/1/00........................... 72,371 $32.84
======
Options exercisable at 7/1/00........................... 14,941 $32.56
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. During 2000, the third quarterCompany repurchased a
total of 2000, approximately 12.55 million shares of its common stock were repurchased at a cost of approximately $50$116 million. No
shares were repurchased in the first quarter of 2001. Since inception of the stock repurchase
plan, the Company has repurchased a total of 4.55.05 million shares of its common
stock at a total cost of $166$191 million.
PREFERRED STOCK
In August 1997, the Company and Microsoft Corporation (Microsoft) entered into
patent cross licensing and technology agreements. In addition, Microsoft
purchased 150,000 shares of Apple Series A nonvoting convertible preferred stock
("preferred stock") for $150 million. Upon any sale of the preferred stock by
Microsoft, the shares will automatically be converted into shares of Apple
common stock at a conversion price of $8.25 per share, and the shares can be
converted at Microsoft's option at such price after August 5, 2000. On September
15, 2000, 74,250 shares of preferred stock were converted to 9 million shares of
the Company's common stock. In the first quarter of 2001, an additional 72,400
shares of preferred stock were converted to 8.8 million shares of the Company's
common stock.
NOTE 6 - DERIVATIVE FINANCIAL INSTRUMENTS
The Company uses derivatives to partially offset its business exposure to
currency and interest rate risk. 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 of future cash flows on certain forecasted
revenues and cost of sales. From time to time, the Company enters into interest
rate swap 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. The
Company records all derivatives on the balance sheet at fair value.
FOREIGN EXCHANGE RISK MANAGEMENT
The Company enters into foreign exchange forward and option contracts with
financial institutions primarily to protect against currency exchange risk
associated with expected future cash flows, existing assets and liabilities, and
certain firmly committed transactions. Generally, the Company's practice is to
hedge a majority of its existing material foreign exchange transaction
exposures. However, the Company may not hedge certain foreign exchange
transaction exposures due to immateriality, prohibitive economic cost of hedging
particular exposures, and availability of appropriate hedging instruments.
10
In accordance with SFAS No. 133, hedges related to anticipated transactions are
designated and documented at hedge inception as cash flow hedges and evaluated
for hedge effectiveness quarterly. For currency forward contracts, hedge
effectiveness is measured based on changes in the fair value of the contract
attributable to changes in the forward exchange rate. Changes in the expected
future cash flows on the forecasted hedged transaction and changes in the fair
value of the forward hedge are both measured from the contract rate to the
forward exchange rate associated with the forward contract's maturity date. For
currency option contracts, hedge effectiveness is measured based on changes in
the option's intrinsic value. Apple defines intrinsic value as the present value
of the gain or loss on the option contract calculated from the option's strike
price to the forward rate associated with the option's cash settlement date.
Hedge effectiveness is assessed by comparing the present value of the cumulative
change in expected future cash flows on the forecasted transaction attributable
to the hedged risk with the cumulative change in the intrinsic value of the
option. Changes in the expected future cash flows on the forecasted transaction
and changes in the intrinsic value of the option hedge are both measured from
the option strike price to the forward exchange rate. Changes in fair value of
the option contract attributable to time value are excluded from the measurement
of hedge effectiveness and are recognized in current earnings. The effective
portions of the net gains or losses on derivative instruments are reported as
components of other comprehensive income in stockholders' equity and
reclassified into earnings in the same period or periods during which the hedged
transaction affects earnings. Any residual changes in fair value of the
instruments, including option time value or ineffectiveness are recognized in
current earnings in interest and other income and expense.
To protect gross margins from fluctuations in foreign currency exchange rates,
the Company's U.S. dollar functional subsidiaries hedge a portion of forecasted
foreign currency revenues, and the Company's non-U.S. dollar functional
subsidiaries selling in foreign currencies hedge a portion of forecasted
inventory purchases not denominated in the subsidiaries' functional currency.
Other comprehensive income associated with hedges of foreign currency sales is
recognized as a component of net sales in the same period as the related sales
are recognized, and other comprehensive income related to inventory purchases is
recognized as a component of cost of sales in the same period as the related
costs are recognized. Typically, the Company hedges portions of its forecasted
foreign currency exposure associated with revenues and inventory purchases over
a time horizon of 3 to 9 months.
The Company also enters into foreign currency forward and option contracts to
offset the foreign exchange gains and losses generated by the remeasurement of
certain recorded assets and liabilities in non-functional currencies. Changes in
the fair value of these derivatives are recognized in current earnings in
interest and other income as offsets to the changes in the fair value of the
related assets or liabilities.
The Company may enter into foreign currency forward contracts to offset the
translation and economic exposure of a net investment position in a foreign
subsidiary. Hedge effectiveness on forwards designated as net investment
hedges is measured based on changes in the fair value of the contract
attributable to changes in the spot exchange rate. The effective portion of
the net gain or loss on a derivative instrument designated as a hedge of the
net investment position in a foreign subsidiary is reported in the same
manner as a foreign currency translation adjustment. Any residual changes in
fair value of the forward contract, including changes in fair value based on
the differential between the spot and forward exchange rates are recognized
in current earnings in interest and other income and expense. For the quarter
ended December 30, 2000, the Company recorded a net favorable adjustment of
$4.0 million in the accumulated translation adjustment for derivatives
designated as net investment hedges.
11
As discussed above, the Company enters into foreign currency option contracts as
designated cash flow hedges and, sometimes, as items which provide an offset to
the remeasurement of certain recorded assets and liabilities denominated in
non-functional currencies. All changes in the fair value of these derivative
contracts based on changes in option time value are recorded in current earnings
in interest and other income and expense. Due to market movements, changes in
option time value can lead to increased volatility in other income and expense.
For the quarter ended December 30, 2000, the Company recorded a net loss of $7.5
million in interest and other income related to adjusting to fair value the
change in time value of outstanding option contracts.
Derivative instruments designated as cash flow hedges must be de-designated as
hedges when it is probable that the forecasted hedged transaction will not occur
in the initially identified time period. Deferred gains and losses in other
comprehensive income associated with such derivative instruments are immediately
reclassified into earnings in interest and other income. Any subsequent changes
in fair value of such derivative instruments are also reflected in current
earnings unless they are re-designated as hedges of other transactions. During
the first quarter of 2001, the Company recorded a net gain of $5.1 million in
interest and other income related to the loss of hedge designation on
discontinued cash flow hedges due to changes in the Company's forecast of future
net sales and cost of sales.
INTEREST RATE RISK MANAGEMENT
The Company sometimes enters into interest rate derivative transactions,
including interest rate swaps, collars, and floors, with financial institutions
in order to better match the Company's floating-rate interest income on its cash
equivalents and short-term investments with its fixed-rate interest expense on
its long-term debt, and/or to diversify a portion of the Company's exposure away
from fluctuations in short-term U.S. interest rates. The Company may also enter
into interest rate contracts that are intended to reduce the cost of the
interest rate risk management program. The Company assumes no ineffectiveness
with regard to the debt swaps as each interest rate swap meets the criteria for
accounting under the short-cut method defined in SFAS No. 133 for fair value
hedges of debt instruments. Accordingly, no net gains or losses were recorded in
income relative to the Company's underlying debt and interest rate swaps. The
Company's asset swaps do not qualify for hedge accounting treatment and are
recorded at fair value on the balance sheet with associated gains and losses
recorded in interest and other income. Included in the transition adjustment for
SFAS No. 133 was an unfavorable adjustment before tax of approximately $5.7
million that adjusted the asset swaps to fair value as of October 1, 2000. For
the quarter ended December 30, 2000, the Company recorded a before tax gain on
the asset swaps of approximately $3.8 million.
DERIVATIVE ACTIVITY IN ACCUMULATED OTHER COMPREHENSIVE INCOME
As of December 30, 2000, the Company had a net deferred gain associated with
cash flow hedges of approximately $13 million net of taxes, all of which is
expected to be reclassified to earnings by the end of the third quarter of
fiscal 2001. The following table summarizes activity in other comprehensive
income related to derivatives, net of taxes, held by the Company during the
period from October 1, 2000 through December 30, 2000 (in millions):
Cumulative effect of adopting SFAS No. 133 $ 12
Changes in fair value of derivatives 11
Gains reclassified from OCI (10)
----
Accumulated derivative gain $ 13
====
12
NOTE 7 - COMPREHENSIVE INCOME
Comprehensive income is comprised 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 is comprised of foreign
currency translation adjustments from those subsidiaries not using the U.S.
dollar as their functional currency, changes in fair value of derivatives
designated as and fromeffective as cash flow hedges, and unrealized gains and
losses, net of taxes, on marketable securities categorized as
available-for-sale. See NoteRefer to "Note 4 - Non-Current Debt and Equity
Investments and Other Strategic Investments" for additional information
regarding unrealized gains and losses on available-for-sale securities.securities and
"Note 6 - Derivative Financial Instruments" regarding accounting for
derivative financial instruments. The components of comprehensive income, net
of tax, are as follows (in millions):
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED
ENDED
7/-------------------------------
12/30/00 1/1/00
6/26/99 7/1/00 6/26/99
-------------------------- ------------------------------------- -------
Net income................................. $200income (loss) $ 203 $616(195) $ 490183
Other comprehensive income (loss):income:
Change in unrealized gain on derivative instruments 13 --
Change in accumulated translation adjustment........................ (2) (5) (8) (3)adjustment 3 (1)
Unrealized gains (losses) on investments net of taxes......... (157) 18 648 273(153) 1,233
Reclassification adjustment for investment gains
included in net income............ (37) (89) (211) (139)
----- ----- ------ -----income (66) (101)
------- -------
Total comprehensive income................income $ 4 $127 $1,045(398) $ 621
===== ==== ====== =====1,314
======= =======
8
NOTE 78 - SPECIAL CHARGES
RESTRUCTURING ACTIONS
During the first quarter of 2000, the Company initiated restructuring actions
resulting in recognition of an $8 million restructuring charge. This charge was
comprised of $3 million for the write-off of various operating assets and $5
million for severance payments to approximately 95 employees associated with
consolidation of various domestic and international sales and marketing
functions. Of the $5 million accrued for severance, $2.5 million had been spent
by July 1,September 30, 2000, and an additional $1 million was spent in the remainder
is expected to be spent over the following two quarters.first
quarter of 2001. Of the $3 million accrued for the write-off of various assets,
substantially all was utilized by April 1, 2000.
During the fourth quarter of 1999, the Company initiated restructuring
actions resulting in a charge to operations of $21 million comprised of $11
million for contract cancellation charges associated with the closure of
the Company's outsourced data center, substantially all of which had been
spent by the end of the thirdsecond quarter of 2000, and $10 million for contract
cancellation charges related to supply and development agreements
previously discontinued, substantially all of which had been utilized by
the end of2000.
EXECUTIVE BONUS
During the first quarter of fiscal 2000.
EXECUTIVE BONUS
In December 1999,2000, the Company's Board of Directors approved a
special executive bonus for past services for the Company's Chief Executive Officer for past
services in the form of an aircraft with a total cost to the company of
approximately $90 million, the majority of which is not tax deductible.
Approximately half of the total charge is the cost of the aircraft. The other
half represents all other costs and taxes associated with the purchase.bonus. This
executive bonus has been presented outside selling, general, and administrative
expenses as a special charge.
NOTE 89 - SEGMENT INFORMATION AND GEOGRAPHIC DATA
The Company manages its business primarily on a geographic basis. The Company's
reportable segments are comprised of the Americas, Europe, and Japan. The
Americas segment includes both North and South America. The European segment
includes European countries as well as the Middle East and Africa. Other
operating segments include Asia-Pacific, which includes Australia and Asia
except for Japan, and the Company's subsidiary, Filemaker, Inc. Each reportable
operating segment provides similar products and services, and the accounting
policies of the various segments are the same as those described in the 19992000
Form 10-K.
913
The Company evaluates the performance of its operating segments based on net
sales and operating income. Operating income for each segment includes revenue,
cost of sales, and operating expenses directly attributable to the segment. Net
sales are based on the location of the customers. Operating income for each
segment excludes other income and expense and certain expenses that are managed
outside the reportable segment. Costs excluded from segment operating income
include various corporate expenses, income taxes, and nonrecurring charges for
purchased in-process research and development, restructuring, and acquisition
related costs. Corporate expenses include research and development,
manufacturing expenses not included in segment cost of sales, corporate
marketing expenses, and other separately managed general and administrative
expenses. The Company does not include intercompany transfers between segments
for management reporting purposes. Summary information by segment follows (in
millions):
THREE MONTHS ENDED NINE MONTHS ENDED
7/Three Months Ended
----------------------
12/30/00 1/1/00
6/26/99 7/1/00 6/26/99
------------------------------------------------------------------ ------
Americas:
Net sales ................... 1,021 881 3,199 2,628$ 513 $1,189
Operating income ............ 155 121 458 343(loss) $ (93) $ 166
Europe:
Net sales ................... 353 297 1,448 1,117$ 326 $ 626
Operating income ............ 23 27 200 142(loss) $ (10) $ 114
Japan:
Net sales ................... 303 269 1,064 723$ 84 $ 412
Operating income ............ 81 62 292 159(loss) $ (29) $ 114
Other segments:Segments:
Net sales ................... 148 111 402 330$ 84 $ 116
Operating income ............ 47 22 111 60$ 11 $ 25
A reconciliation of the Company's segment operating income to the condensed
consolidated financial statements follows (in millions):
THREE MONTHS ENDED NINE MONTHS ENDED
7/12/30/00 1/1/00
6/26/99 7/1/00 6/26/99
--------------------------------------------------- ------
Segment operating income ........................ 306 232 1,061 704(loss) (121) 419
Corporate expenses, net ......................... 138 128 525 385(299) (221)
Restructuring costs ............................. -- -- 8 9(8)
Executive bonus ................................. -- -- 90 --
------ ------ ------(90)
-------- ------
Total operating income .......................(loss) $(420) $ 168 $ 104 $ 438 $ 310
====== ====== ======100
======== ======
Information regarding net sales by product is as follows (in millions):
THREE MONTHS ENDED NINE MONTHS ENDED
7/12/30/00 1/1/00
6/26/99 7/1/00 6/26/99
------------------------------------------------------------ ------
Power Macintosh.............................Macintosh $ 643267 $ 600 $2,055 $1,967
PowerBook................................... 286 177 750 580
iMac........................................ 453 517 1,788 1,449
iBook....................................... 163707
PowerBook 84 212
G4 Cube 14 --
688 --iMac 265 795
iBook 146 351
Software, service, and other net sales...... 280 264 832 802
------ ------ ------sales 231 278
-------- ------
Total net sales.......................... $1,825 $1,558 $6,113 $4,798
====== ====== ======sales $1,007 $2,343
======== ======
1014
NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS
In March 1998, the AICPA issued Statement of Position (SOP) 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use," which provides guidance on accounting for the costs of
computer software intended for internal use. The adoption of SOP 98-1 in
fiscal 2000 did not have a material impact on the Company's consolidated
results of operations or financial position during the quarter and nine
months ended July 1, 2000.
In June 1998, Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities" was issued.
SFAS No. 133, as amended by SFAS No. 138, establishes accounting and
reporting standards for derivative instruments, hedging activities, and
exposure definition. SFAS No. 133 requires an entity to recognize all
derivatives as either assets or liabilities in the statement of financial
position and measure those instruments at fair value. Derivatives that are
not hedges must be 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.
In June 1999, SFAS No. 137, "Accounting for Derivative Instruments and
Hedging Activities- Deferral of the Effective Date of FASB Statement No.
133," was issued. The statement defers the effective date of SFAS No. 133
until the first quarter of fiscal 2001. Although the Company continues to
review the effect of the implementation of SFAS No. 133, the Company does
not currently believe its adoption will have a material impact on its
financial position or overall trends in results of operations and does not
believe adoption will result in significant changes to its financial risk
management practices. However, the impact of adoption of SFAS No. 133 on
the Company's results of operations is dependent upon the fair values of
the Company's derivatives and related financial instruments at the date of
adoption and may result in more pronounced quarterly fluctuations in other
income and expense.
In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin (SAB) No. 101, "Revenue Recognition in Financial
Statements." The objective of this SAB is to provide further guidance on
revenue recognition issues in the absence of authoritative literature
addressing a specific arrangement or a specific industry. The Company is
required to adopt the guidance in the SAB no later than the fourth quarter
of its fiscal year 2001. Adoption of this guidance is not expected to have
a material impact on the Company's financial position or results of
operations. The SEC has recently indicated it intends to issue further
guidance with respect to adoption of specific issues addressed by SAB No.
101. Until such time as this additional guidance is issued, the Company is
unable to assess the impact, if any, it may have on its financial position
or results of operations.
NOTE 10 - CONTINGENCIES
The Company is subject to various legal proceedings and claims that are
discussed in detail in the 19992000 Form 10-K. The Company is also subject to
certain other legal proceedings and claims which have arisen in the ordinary
course of business and which have not been fully adjudicated. The results of
legal proceedings cannot be predicted with certainty; however, in the opinion of
management, the Company does not have a potential liability related to any legal
proceedings and claims that would have a material adverse effect on its
financial condition or results of operations.
The Internal Revenue Service (IRS) has proposed federal income tax deficiencies
for the years 1984 through 1991, and the Company has made certain prepayments
thereon. The Company contested the proposed deficiencies by filing petitions
with the United States Tax Court, and most of the issues in dispute have now
been resolved. On June 30, 1997, the IRS proposed income tax adjustments for the
years 1992 through 1994. Although most of the issues for these years have been
resolved, certain issues still remain in dispute and are being contested by the
Company. Management believes adequate provision has been made for any
adjustments that may result from tax examinations.
1115
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. 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 19992000 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.
RESULTS OF OPERATIONS
Tabular information (dollars in millions, except per share amounts and for the
average revenue per Macintosh shipped)amounts):
THREE MONTHS ENDED NINE MONTHS ENDED
7/1/00 6/26/99-------------------------------------- --------------------------------------
FIRST FIRST FIRST FOURTH
QUARTER QUARTER CHANGE 7/1/00 6/26/99QUARTER QUARTER CHANGE
------------------------------- ---------------------------------2001 2000 2001 2000
-------------------------------------- --------------------------------------
Net sales $ 1,007 $ 2,343 (57)% $ 1,007 $ 1,870 (46)%
Macintosh CPU unit sales
(in thousands) 1,016 905 12% 3,436 2,676 28%
Avg. revenue per Macintosh shipped $1,749 $1,683 4% $1,740 $1,756 (1%)
Net sales $1,825 $1,558 17% $6,113 $4,798 27%659 1,377 (52)% 659 1,122 (41)%
Gross margin $ 543(21) $ 427 27% $1,699 $1,312 29%607 (103)% $ (21) $ 467 (104)%
Percentage of net sales 29.8% 27.4% 27.8% 27.3%
Operating expense(2.1)% 25.9% (2.1)% 25.0%
Research and development $ 375102 $ 323 16% $1,16390 13% $ 993 17%102 $ 101 1%
Percentage of net sales 20.5% 20.7% 19.0% 20.7%10% 4% 10% 5%
Selling, general and
administrative $ 297 $ 319 (7)% $ 297 $ 282 5%
Percentage of net sales 29% 14% 29% 15%
Special chargesCharges $ -- $ 98 NM $ -- $ -- $ 98 $ 9NM
Gains from sales of investmentinvestments $ 5071 $ 101134 (47)% $ 28471 $ 18883 (14)%
Unrealized loss on convertible
securities $ (13) $ -- NM $ (13) $ -- NM
Interest and other income, net $ 5267 $ 24 117%40 68% $ 14167 $ 53 166%62 8%
Provision (benefit) for income
taxes $ 70(88) $ 26 169%91 (197)% $ 247(88) $ 61 305%59 (249)%
Effective tax rate 25.9% 11.4% 28.6% 11.1%30% 33% 30% 26%
Net income (loss) before
accounting change $ 200(207) $ 203 (1%)183 (213)% $ 616(207) $ 490 26%170 (222)%
Effect of accounting change, net $ 12 $ -- NM $ 12 $ -- NM
Net income (loss) $ (195) $ 183 (207)% $ (195) $ 170 (215)%
Basic earnings (loss) per share
before accounting change $ (0.61) $ -- NM $ (0.61) $ -- NM
Diluted earnings (loss) per share
before accounting change $ (0.61) $ -- NM $ (0.61) $ -- NM
Basic earnings (loss) per share $ 0.55(0.58) $ 0.60 (8%)0.57 (202)% $ 1.71(0.58) $ 1.49 15%0.52 (212)%
Diluted earnings (loss) per share $ (0.58) $ 0.51 (214)% $ (0.58) $ 0.47 (223)%
NM: Not Meaningful
16
NET SALES
Net sales for geographic operating segments and Macintosh unit sales by
geographic segment and by product follow (net sales in millions and Macintosh
unit sales in thousands):
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -----------------
7/Three Months Ended Yr-to-Yr Three Months Ended Sequential
------------------- -------------------
12/30/00 1/1/00 6/26/99 CHANGE 7/1/Change 12/30/00 6/26/99 CHANGE
------ -------9/30/00 Change
-------- ------ ------ -------- ------- ------
Americas net sales .............. $1,021 $ 881 16% $3,199 $2,628 22%513 $1,189 (57)% $ 513 $1,099 (53)%
Europe net sales ................ $ 353326 $ 297 19% $1,448 $1,117 30%626 (48)% $ 326 $ 369 (12)%
Japan net sales ................ $ 30384 $ 269 13% $1,064412 (80)% $ 723 47%84 $ 281 (70)%
Asia Pacific net sales .......... $ 10050 $ 81 23%77 (35)% $ 26950 $ 238 13%86 (42)%
Americas Macintosh unit sales ... 570 519 10% 1,819 1,465 24%329 708 (54)% 329 688 (52)%
Europe Macintosh unit sales ..... 222 167 33% 886 622 42%230 389 (41)% 230 224 3%
Japan Macintosh unit sales ...... 165 175 (6%) 574 450 28%61 235 (74)% 61 156 (61)%
Asia Pacific Macintosh unit sales 59 44 34% 157 139 13%39 45 (13)% 39 54 (28)%
-------- ------ ------ ------ -------------- -------
Total Macintosh unit sales . 1,016 905 12% 3,436 2,676 28%659 1,377 (52)% 659 1,122 (41)%
======== ====== ====== ====== ============== =======
Power Macintosh unit sales ...... 351 346 1% 1,060 1,073 (1%)173 355 (51)% 173 269 (36)%
PowerBook unit sales ............ 113 72 57% 297 246 21%49 84 (42)% 49 86 (43)%
G4 Cube unit sales 29 -- NM 29 107 (73)%
iMac unit sales ................. 447 487 (8%) 1,623 1,357 20%308 702 (56)% 308 571 (46)%
iBook unit sales ................ 105 -- 100% 456 -- 100%100 236 (58)% 100 89 12%
-------- ------ ------ ------ -------------- -------
Total Macintosh unit sales . 1,016 905 12% 3,436 2,676 28%659 1,377 (52)% 659 1,122 (41)%
======== ====== ====== ====== ============== =======
12
FIRST QUARTER FISCAL 2001
Net sales increased $267 million or 17%decreased 57% to $1.825$1.007 billion in the thirdfirst quarter of 20002001
compared to the same quarter in 1999. On a2000 and decreased 46% from the fourth
quarter of 2000. Both the year-over-year basis,
quarterlyand sequential declines in net sales
increasedare attributable to several factors including continued deterioration in
allworldwide demand for personal computers and rebate programs and price cuts
instituted by the Company during the quarter that negatively affected the
Company's net sales for the quarter by approximately $138 million. In
addition, the Company implemented a plan to reduce substantially the level of
inventory in its distribution channels from the amounts at the end of fiscal
2000 to more normal levels by the end of the first quarter of 2001. The
Company ended fiscal 2000 with substantially more inventory in its
distribution channels than planned due to the lower than expected
sell-through of the Company's geographic operating
segments.products during the fourth quarter of that
year. The primary source of this growth was an overall 12% increaseCompany reduced channel inventory during the first quarter by
approximately 300,000 units. These factors contributed to the 52%
year-over-year decline in total Macintosh unit sales which reflects strong unit growth inthat were experienced
across the Americas and
Europe somewhat offset by a decline in unit sales in Japan. Further contributing
to year-over-year quarterly growth in net sales was a 4% increase inCompany's entire product line. These factors also reduced the
average revenue per Macintosh system, aunit shipped (a function of total net sales
generated by hardware shipments and total Macintosh CPU unit sales.
Forsales) during
the first nine monthsquarter of 2000, net sales increased $1.315 billion or 27%
over2001 to $1,476, a decline of approximately 12% from the
same period in 1999. A 28% increase in year-to-date Macintosh unit
sales, reflective of strong growth in2000.
OUTLOOK
For all of 2001, the Company anticipates net sales will decline as compared to
2000 to approximately $6 billion. The Company currently expects that it will be
profitable, before the effect of any investment gains, during each of the last
three quarters of 2001.
The foregoing statements concerning the Company's geographicanticipated net sales for all
of 2001 and profitability for the remainder of fiscal 2001 are forward-looking.
The Company's actual results could differ. The Company's future operating
segments, wasresults and financial condition are dependent upon general economic conditions,
market conditions within the principal causePC industry, and the Company's ability to
successfully develop, manufacture, and market technologically innovative
products in order to meet the dynamic conditions within the highly competitive
market for personal computers. Some of the increase in net sales during the first
nine months of 2000.
Net sales declined sequentially during the third quarter of 2000 compared to the
second quarter of 2000 by $120 million or 6%. Similarly, Macintosh unit sales
decreased 3% during the third quarter of 2000 compared to the second quarter.
The sequential decline in both net salespotential risks and unit sales during the third quarter
was primarily the result of a sequential quarterly decline in iMac unit sales of
6% and a sequential decline in the average revenue per Macintosh system. The
Company believesuncertainties
that iMac unit sales during the third quarter were negatively
impacted by anticipation of product updates expected at the beginning of the
fourth quarter. The average revenue per Macintosh system for the third quarter
of 2000 declined 4% from the second quarter to $1,749. This decline was due to a
shift during the quarter towards lower-priced versions of its consumer products
purchased bycould affect the Company's education customersfuture operating results and by price protection
recognized duringfinancial condition
are discussed throughout this Item 2, including the third quarter resulting from planned product transitions
indiscussion under the fourth quarter.heading
"Factors That May Affect Future Results and Financial Condition."
17
SEGMENT OPERATING PERFORMANCE
The Company manages its business primarily on a geographic basis. The Company's
reportable geographic segments include the Americas, Europe, and Japan. The
Americas segment includes both North and South America. The European segment
includes European countries as well as the Middle East and Africa. The Japan
segment includes only Japan. Each geographic operating segment provides similar
hardware and software products and similar services. Further information
regarding the Company's operating segments may be found in this Form 10-Q in the
Notes to Condensed Consolidated Financial Statements at Note 8,9, "Segment
Information and Geographic Data,Data."
and inAMERICAS AND EUROPE
The operating results of these two segments reflect the 1999 Form 10-K.
AMERICASCompany's overall
results. Net sales in the Americas segment during the thirdfirst quarter of 2000 increased
$140fiscal
2001 decreased $676 million or 16%57% compared to the same period in 1999.2000.
Macintosh quarterly unit sales in the Americas increased 10%decreased 54% on a year-over-year basis, reflecting
strong growth in unit sales of professional products, particularly PowerBooks,
and the impact on unit sales of iBook which was first shipped at the beginning
of fiscal 2000. These increases in unit sales were partially offset by an 8%
decline in unit sales of iMac ahead of the anticipated product updates at the
beginning of the fourth quarter. During the third quarter of 2000, the Americas
segment represented approximately 56% of the Company's total net sales compared
to 57% during the same quarter in 1999.
For the first nine months of 2000, net sales in the Americas segment increased
$571 million or 22% from the same period in 1999, while Macintosh unit sales
increased 24%. The results experienced by the Americas segment during the first
nine months of 2000 versus the same period in 1999 reflect the Company's overall
results characterized by strong year-to-date growth in sales of iMac and
PowerBook products, sales of iBook which was first shipped at the beginning of
fiscal 2000, and stable unit sales of the Company's Power Macintosh products.
13
EUROPEbasis.
Net sales in the Europe segment increased $56decreased $300 million or 19%48% during the thirdfirst
quarter of 20002001 as compared to the same quarter in 1999,2000, while the segment's
Macintosh unit sales increased 33%decreased 41%. Growth in year-over-year unit sales was
experienced in the Europe segment in all fourThese two segments combined represent
approximately 83% of the Company's principal product
families. Sequentially,total net sales in the Europe segment declined $116 million or
25% during the thirdfirst quarter of
2000 compared to2001 and account for approximately $103 million of the second quarter, while
Macintosh unit sales declined 19%. The sequential decline inCompany's total operating
loss for the Europe's
segment net sales and unit sales is attributable primarily to two factors.
First, like the Americas segment, Europe's results in the thirdfirst quarter of 2000
as compared to the second quarter reflect a sequential decline in iMac unit
sales in anticipation of upcoming product updates. Second, the Company has
historically experienced a modest seasonal decline in net sales in Europe during
its third fiscal quarter.2001.
JAPAN
Net sales in Japan rose 13%declined 80% or $34$328 million and Macintosh unit sales
declined 74% during the thirdfirst quarter of 20002001 as compared to the same quarter in
1999. However,2000. The Company's Japan segment was most impacted by the segment's quarterly MacintoshCompany's plan to
reduce channel inventory during the first quarter of 2001 which is reflected in
the 91% decrease in unit sales decreased 6% on a year-over-year basis. Theof iMac in Japan segment's unit
sales during the thirdfirst quarter of 2000 as2001
compared to the same quarter in 1999
reflect declines in unit sales of the Company's desktop products, particularly
iMac, prior to the anticipated product introductions in the fourth quarter,
partially offset by increases in sales of portable products. This shift in mix
towards higher-priced portable products led to the year-over-year increase in
net sales.2000.
GROSS MARGIN
Gross margin for the thirdfirst quarter of 20002001 was 29.8%(2.1)% compared to 27.4%25.9% for the
same quarter in 19992000 and 28.2%25.0% for the secondfourth quarter of 2000. Gross marginIn addition to
lower than normal net sales, margins were negatively impacted by the rebate
programs and price cuts discussed above instituted by the Company during the
thirdfirst quarter that decreased revenue by approximately $138 million.
Additionally, actual and forecasted declines in net sales caused the Company to
recognize during the first quarter approximately $122 million of charges
associated with purchase order cancellations and loss commitments for component
purchases. Without these charges, gross margin for the first quarter of 2000 was favorably impacted by two principal
factors. First, component costs incurred to manufacture the Company's products
were lower during the third quarter of 2000 compared to both the previous
quarter and to the same quarter in 1999. Second, during the third quarter of
2000 the Company's mix of product sales shifted somewhat away from its consumer
products towards its higher margin professional desktop and portable products.2001
would have been approximately 21%.
There can be no assurance that historical or current gross margin will be
maintained, targeted gross margin levels will be achieved, or current margins on
existing individual products will be maintained. In general, gross marginsmargin and
margins on individual products will remain under significant downward pressure
due to a variety of factors, including continued industry wide global pricing
pressures, increased competition, compressed product life cycles, potential
increases in the cost and availability of raw material and outside manufacturing
services, fluctuations in freight costs incurred to deliver the
Company's products to market, and potential changes to the Company's product mix, including higher
unit sales of consumer products with lower average selling prices and lower
gross margins. In response to these downward pressures, the Company expects it
will continue to take pricing actions with respect to its products. Gross marginsmargin
could also be affected by the Company's ability to effectively manage quality
problems and warranty costs and to stimulate demand for certain of its products.
The Company's operating strategy and pricing take into account anticipated
changes in foreign currency exchange rates over time; however, the Company's
results of operations can be significantly affected in the short term by
fluctuations in exchange rates.
14
OPERATING EXPENSES
Selling, general and administrative expenses, excluding special charges,
increased $35decreased $22 million or 14%7% during the thirdfirst quarter of 20002001 as compared to the
same period in 1999 and declined $9 million or 3% from the second quarter of
2000. Selling, general and administrative expenses for the first nine months of
2000 increased $123 million or 16% as compared to the same period in 1999.
However, as a result of growing net sales, selling, general and administrative
expenses fell to 14% of net sales during the first nine months of 2000 compared
to 16% during the same period in 1999. The absolute year-over-year increasesdecrease in selling, general and administrative
expenses for both the third quarter andduring the first nine monthsquarter of 2000 are primarily2001 is the result of higherlower variable
selling and marketing expenses resulting from the year-over-year increase57% decrease in
net sales and due to higherlower discretionary spending on marketing and advertising in 2000 as
compared to 1999.advertising.
Expenditures for research and development increased 21%13% between the thirdfirst
quarter of fiscal 20002001 and the same quarter in 1999 and increased 20% during the
first nine months2000 primarily as a result of 2000 compared to the same period in 1999. These increases
resulted primarily from
increased spending in 20002001 to support multiple new product development activitiesmanufacturing ramps
and increased research and development headcount.
SPECIAL CHARGESheadcount of approximately 8%.
18
During the first quarter of fiscal 2000, the Company initiated restructuring
actions resulting in recognition of an $8 million restructuring charge. This
charge was comprised of $3 million for the write-off of various operating assets
and $5 million for severance payments to approximately 95 employeesemployee termination benefits associated with consolidation
of various domestic and international sales and marketing functions. Of the $5
million accrued for severance, $2.5 million had been spent by July 1,September 30,
2000, and an additional $1 million was spent in the remainder is expected to be spent over the following
two quarters.first quarter of 2001. Of
the $3 million accrued for the write-off of various assets, substantially all
was utilized by April 1, 2000.
During the firstend of the second quarter of 2000,2000.
In December 1999, the Company's Board of Directors approved a special executive
bonus for the Company's Chief Executive Officer for past services in the form of
an aircraft with a total cost to the company of approximately $90 million, the
majority of which is not tax deductible. Approximately half of the total charge
is the cost of the aircraft. The other half represents all other costs and taxes
associated with the purchase.
TOTAL INTEREST AND OTHER INCOME (EXPENSE), NET
Interest and other income and expense (net) increased $28$27 million or 117%68% to $52$67
million during the thirdfirst quarter of 2000fiscal 2001 compared to the same quarter in
1999
and increased $88 million or 166% for the first nine months of 2000 over the
same period in 1999. These increases are2000. This increase is attributable primarily to two factors. First, interest
income increased $18approximately $17 million or 48%36% between the thirdfirst quarter of
20002001 and the thirdsame quarter of 1999in 2000 as a result of higher cash, cash equivalents,
and short-term investment balances and due to an increase in the overall yield
earned on the Company's investment portfolio resultingportfolio. Second, net gains from foreign
exchange and net gains classified in other income and expense associated with
derivative instruments were approximately $10 million higher market
interest rates and a modest lengthening ofin the portfolio's average maturity.
Second, as the result of conversion to common stock of the Company's convertible
subordinated debentures during the thirdfirst
quarter of 1999, interest expense
declined $6 million or 55% during the third quarter of 20002001 compared to the same quarterperiod in 1999 and decreased $27 million or 64% for2000. For the comparable nine month
periods.second half of
fiscal 2001, the Company expects a moderate decline in net interest income as a
result of declining market interest rates.
During the thirdfirst quarter of 2000,2001, the Company sold approximately 53.8 million shares of ARM
stock for net proceeds of approximately $51$35 million and a gain before taxes of
$50$35 million. During the nine months ended July 1, 2000,first quarter of 2001, the Company hasalso sold approximately 381 million
shares of ARMAkamai stock for net proceeds of approximately $288 million and gains before taxes of approximately $284
million. During the third quarter of 1999, the Company sold approximately 50
million shares of ARM stock for net proceeds of $105$39 million and a gain
before taxes of $101$36 million.
During the nine months ended June 26, 1999,On October 1, 2000, the Company sold approximately 148 million sharesadopted SFAS No. 133. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, hedging
activities, and exposure definition. Net of ARM stock for net proceedsthe related income tax effect of
approximately $201$5 million, and a gain before taxesadoption of SFAS No. 133 resulted in favorable
cumulative-effect-type adjustment to net income of approximately $188.
15
$12 million.
The $17 million gross transition adjustment was comprised of a $23 million
favorable adjustment for the restatement to fair value of the derivative
component of the Company's investment in Samsung, partially offset by the
unfavorable adjustments to certain foreign currency and interest rate
derivatives. Management does not believe that adoption of SFAS No. 133 will
significantly alter the Company's hedging strategies. However, its application
may increase the volatility of other income and expense and other comprehensive
income. SFAS No. 133 also requires the Company to adjust the carrying value of
the derivative component of its investment in Samsung to earnings on a
go-forward basis, the before tax effect of which during the first quarter of
2001 was an unrealized loss of approximately $13 million.
PROVISION FOR INCOME TAXES
As of July 1,December 30, 2000, the Company had deferred tax assets arising from
deductible temporary differences, tax losses, and tax credits of $535$612 million
before being offset against certain deferred tax liabilities for presentation on
the Company's balance sheet. A substantial portion of thisThis asset is generally realizable based on the
ability to offset existing deferred tax liabilities. As of July 1,December 30, 2000, a
valuation allowance of $40$30 million was recorded against the deferred tax asset
for the benefits of tax losses that may not be realized. The valuation allowance
primarily relates principally to the operating loss carryforwards acquired from NeXT, andthe
utilization of which is subject to tax benefits in certain foreign jurisdictions.limitations imposed by the Internal
Revenue Code. The Company will continue to evaluate the realizability of the
deferred tax assets quarterly by assessing the need for and amount of the
valuation allowance.
The Company's effective tax rate for the first quarter of 2000 was
approximately 33% and includes the effect of the special executive bonus
accrued during that quarter. The effective tax rate during the first quarter
of 2000 without this charge was approximately 25%.19
The Company's effective tax rate for the three months ended July 1,December 30, 2000,
was approximately 26%. The
effective tax rate without the special executive bonus for the nine months
ended July 1, 2000, is also 26%30%. This effective rate is less than the statutory federal
income tax rate of 35% due primarily to the reversal of a portion of the
previously established valuation allowance for tax loss and credit carryforwards
and certain undistributed foreign earnings for which no U.S. taxes werewill be
provided. 16The Company's effective tax rate for the first quarter of 2000 was
approximately 33% and includes the effect of the special executive bonus of $90
million accrued during that quarter. The effective tax rate during the first
quarter of 2000 without this charge was approximately 25%.
THE COMPANY CURRENTLY BELIEVES THAT ITS EFFECTIVE TAX RATE FOR THE REMAINDER OF
FISCAL 2001 WILL BE APPROXIMATELY 30%. THE FOREGOING-STATEMENTS ARE FORWARD-
LOOKING. THE COMPANY'S ACTUAL RESULTS COULD DIFFER BECAUSE OF SEVERAL FACTORS,
INCLUDING THOSE SET FORTH BELOW IN THE SUBSECTION ENTITLED "FACTORS THAT MAY
AFFECT FUTURE RESULTS AND FINANCIAL CONDITION." ADDITIONALLY, THE ACTUAL FUTURE
TAX RATE WILL BE SIGNIFICANTLY IMPACTED BY THE AMOUNT OF AND JURISDICTION IN
WHICH THE COMPANY'S FOREIGN PROFITS ARE EARNED.
20
LIQUIDITY AND CAPITAL RESOURCES
The following table presents selected financial information and statistics for
each of the fiscal quarters ending on the dates indicated (dollars in millions):
7/12/30/00 9/30/00 1/1/00
4/1/00 9/25/99
------ -------------- ------- -------
Cash, cash equivalents, and short-term investments...................investments $ 3,8264,065 $ 3,6094,027 $ 3,2263,660
Accounts receivable, net.............................................net $ 967441 $ 940953 $ 681
Inventory............................................................892
Inventory $ 521 $ 1033 $ 2015
Working capital......................................................capital $ 3,2843,289 $ 3,0593,494 $ 2,7362,944
Non-current debt and equity investments..............................investments $ 1,236447 $ 1,544786 $ 3392,140
Long-term debt.......................................................debt $ 300311 $ 300 $ 300
Days sales in accounts receivable (a)................................ 48 44 40 46 37
Days of supply in inventory (b)...................................... 2 2 1
Days payables outstanding (c) 57 74 66
Operating cash flow (quarterly) $ (13) $ 158 $ 373
(a) Based on ending net trade receivables and most recent quarterly net sales
for each period.period
(b) Based on ending inventory and most recent quarterly cost of sales for
each period.period
(c) Based on ending accounts payable and most recent quarterly cost of sales
adjusted for the change in inventory.inventory
As of July 1,December 30, 2000, the Company had approximately $3.8$4.065 billion in cash, cash
equivalents, and short-term investments, an increase of $600$38 million or 1% over
the same balances at the end of fiscal 1999.2000. For the nine months ended July 1, 2000,first quarter of fiscal
2001, the Company's primary source of cash was $668$556 million in cash flows from
operatinginvesting activities. Cash generated by operations wasinvesting activities consisted primarily
of $1 billion in proceeds from net income
of $616 million and a combined increase in accounts payable and other current
liabilities of $392 million partially offset by an increase in accounts
receivable of $286 million. In addition to operating cash flow, other
significant cash flow items during the nine months ended July 1, 2000 included
net purchasesmaturities of short-term investments of $582and $74
million $232 million utilized
for the purchase of long-term investments, $76 million for the purchase of
property, plant and equipment, and cashin proceeds from the sale of ARM stockand Akamai shares. These sources of
$288cash were partially offset by purchases of short-term investments for $634
million. Cash used for operating activities was primarily from a net loss of
$195 million and decreases in accounts payable partially offset by a decrease in
accounts receivable and an increase in other current liabilities.
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. During 2000, the third quarterCompany repurchased a
total of 2000,
approximately 12.55 million shares of its common stock were repurchased at a cost of approximately $50$116 million. No
shares were repurchased in the first quarter of 2001. Since inception of the stock repurchase
plan, the Company has repurchased a total of 4.55.05 million shares of its common
stock at a total cost of $166$191 million.
On November 18, 1999, the Company entered into a $100 million revolving credit
agreement with Bank of America. Loans under the agreement pay interest at LIBOR
plus 1%, and the Company is required to pay a commitment fee of 0.2% of the
unused portion of the credit facility. No advances have been made against this
credit facility. This revolving credit agreement is intended to provide the
Company with an additional source of short-term liquidity.
The Company believes its balances of cash, cash equivalents, and short-term
investments and available credit facilities will be sufficient to meet its cash requirements over the next
twelve months, including any cash that may be
utilized by its stock repurchase plan.
However, given the Company's current non-investment grade debt ratings (Standard
and Poor's Rating Agency of BB and Moody's Investor Services of Ba2), if the
Company should need to obtain short-term borrowings, there can be no assurance
such borrowings could be obtained at favorable rates. The inability to obtain
such borrowings at favorable rates could materially adversely affect the
Company's results of operations, financial condition, and liquidity.
OTHERNON-CURRENT DEBT AND EQUITY INVESTMENTS
The Company holds significant investments in ARM Holdings plc (ARM), Samsung
Electronics Co., Ltd. (Samsung), Akamai Technologies, Inc. (Akamai) and
EarthLink.EarthLink Network, Inc. (EarthLink). These investments are reflectedcarried at fair value
in the consolidated balance sheets and are classified as non-current debt and
equity investments and have been categorized as
available-for-sale requiring that they be carried at fair value with unrealizedinvestments. Any realized gains and
17
losses, net of taxes, reported in equity as a component of accumulated other
comprehensive income. The combined fair valueon the sale of these investments was $1.236
billion and $339 million as of July 1, 2000, and September 25, 1999,
respectively.have
been included in other income. The Company believes it is likely there will continue to be
significant fluctuations in the fair value of these investments in the future.
Additional information regarding these investmentrelated to the Company's non-current debt and equity
investments may be found in this Form 10-Q in the Notes to Condensed Consolidated
Financial Statements at Note 4, "Non-Current" Non-Current Debt and Equity Investments and
Other Strategic Investments."
21
FACTORS THAT MAY AFFECT FUTURE RESULTS AND FINANCIAL CONDITION
The Company operates in a rapidly changing environment that involves a number of
uncertainties, some of which are beyond the Company's control. In addition to
the uncertainties described elsewhere in this report, there are many factorscontrol, that will affect
the Company's future results and business whichand may cause the Company's actual
results to differ from those currently expected. Therefore, 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 personal computer industry is highly competitive and is characterized by
aggressive pricing practices, downward pressure on gross margins, frequent
introduction of new products, short product life cycles, continual improvement
in product price/performance characteristics, price sensitivity on the part of
consumers, and a large number of competitors. The Company's results of
operations and financial condition have been, and in the future may continue to
be, adversely affected by industry wide pricing pressures and downward pressures
on gross margins. The personal computer industry has also been characterized by
rapid technological advances in software functionality, hardware performance,
and features based on existing or emerging industry standards. Further, as the
personal computer industry and its customers place more reliance on the
Internet, an increasing number of Internet devices that are smaller and simpler
than traditional personal computers may compete for market share with the
Company's existing products. Several competitors of the Company have either
targeted or announced their intention to target certain of the Company's key
market segments, including consumer, education, and design and publishing.
Additionally, several of the Company's competitors have introduced or announced
plans to introduce products that mimic many of the unique design, technical
features, and solutions of the Company's products. Many of the Company's
competitors have greater financial, marketing, manufacturing, and technological
resources, as well as broader product lines and larger installed customer bases
than those of the Company. Additionally, the Company's future operating results
and financial condition may be affected by overall demand for personal computers
and general customer preferences for one platform over another or one set of
product features over another.
The Company is currently the only maker of hardware using the Mac OS. The Mac OS
has a minority market share in the personal computer market, which is dominated
by makers of computers utilizing Microsoft Windows operating systems. The
Company's future operating results and financial condition are substantially
dependent upon the Company'son its ability to successfullycontinue to develop manufacture, and market technologically
innovative productsimprovements to the Macintosh
platform in order to meet dynamic customer demand patterns. Inherent
in this process are a number of factors that the Company must successfully
manage in order to achieve favorable future operating resultsmaintain perceived design and a favorable
financial condition.
Potentialfunctional advantages over
competing platforms.
Additional risks and uncertainties that could affecthave an adverse impact on the
Company's future operating results and financial condition include, among other
things, continued competitive pressures in the marketplaceor worsening worldwide and the effect of any reaction by the
Company to such competitive pressures, including pricing actions by the Company;regional economic conditions, risks
associated with international operations,product introductions and transitions, including economicthe planned
introduction of Mac OS X in 2001; risk that the Company will forecast
incorrectly and labor
conditions, regional economic problems, political instability, tax laws, and
currency fluctuations;produce or order from third parties excess or insufficient
inventories of particular products; the Company's ability to supply products
free of latent defects or other faults; increasing dependence on third-parties
for manufacturing and other outsourced functions such as logistics; the
availability of key components on terms acceptable to the Company; the continued
availability of certain components and services essential to the Company's
business currently obtained by the Company from sole or limited sources,
including PowerPC RISC microprocessors developed by and obtained from IBM and
Motorola and the final assembly of certain of the Company's products; the
ability of the Company's abilitysuppliers to provide a sufficient supply products in certain categories;of
microprocessors with price/performance features that compare favorably with
those supplied to the Company's competitors; the Company's ability to supply products freeincrease
its share of latent defectsthe education market or other faults;maintain its existing share of the market;
the continued viability of the Company's ability to make timely delivery toexisting distribution channels; risks
associated with international operations, including economic and labor
conditions, regional economic problems, political instability, tax laws, and
currency fluctuations; the marketplacecontinued support of technological innovations, including its ability to continue
to make timely delivery of planned enhancements tothird-party software developers
and the current Mac OS and timely
delivery of future versions of the Mac OS; thecontinued availability of third-party software for particular
applications; the future availability of any necessary patent or other rights to
technology on commercially reasonable terms; fluctuations in the product,
geographic, and channel mix of the Company's net sales; the Company's ability to
attract, motivate and retain key employees; volatility in and/or impairment of
the effectfair value of previously undetected Y2K compliance
issues;certain of the Company's minority debt and equity investments;
managing the continuing impact of the European Union's transition to the Euro as
its common legal currency; continuing fluctuations in the fair valueand continued volatility of the Company's non-current debt and equity investments, and the Company's ability
to retain the operational and cost benefits derived from its recently completed
restructuring programs.stock
price.
For a discussion of these and other factors affecting the Company's future
results and financial condition, see "Item 7 -- Management's Discussion and
Analysis -- Factors That May Affect Future Results and Financial Condition" and
"Item 1 - Business" in the Company's 19992000 Form 10-K.
1822
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
THE INFORMATION PRESENTED BELOW REGARDING MARKET RISK CONTAINS FORWARD-LOOKING
STATEMENTS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL
RESULTS MAY DIFFER SIGNIFICANTLY FROM THOSE DISCUSSED BELOW AND ELSEWHERE IN
THIS FORM 10-Q REGARDING MARKET RISK. THE FOLLOWING DISCUSSION SHOULD BE READ IN
CONJUNCTION WITH THE 19992000 FORM 10-K AND THE CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS AND NOTES THERETO INCLUDED ELSEWHERE IN THIS FORM 10-Q.
FOREIGN CURRENCY RISK
Overall, the Company is a net receiver of currencies other than the U.S. dollar
and, as such, benefits from a weaker dollar and is adversely affected by a
stronger dollar relative to major currencies worldwide. Accordingly, changes in
exchange rates, and in particular a strengthening of the U.S. dollar, may
negatively affect the Company's net sales and gross margins as expressed in U.S.
dollars.
The Company enters into foreign exchange forward and option contracts with
financial institutions primarily to protect against currency exchange risk
associated with expected future cash flows, existing assets and liabilities,
certain firmly committed transactions, and probable but not firmly committed
transactions. Generally, the Company's practice is to hedge a majority of its
existing material foreign exchange transaction exposures. However, the Company
may not hedge certain foreign exchange transaction exposures due to
immateriality, prohibitive economic cost of hedging particular exposures, and
availability of appropriate hedging instruments. Foreign exchange forward
contracts are carried at fair value in other current assets and liabilities.
INTEREST RATE RISK
The Company's exposure to market risk for changes in interest rates relates
primarily to the Company's investments in debt securities and long-term debt obligations and
related derivative financial instruments. The Company places its investments
with high credit quality issuers and, by policy, limits the amount of credit
exposure to any one issuer. The Company's general policy is to limit the risk of
principal loss and ensure the safety of invested funds by limiting market and
credit risk. Excluding those investments classified as
non-current debt and equity investments, all highly liquid investments with a
maturity of three months or less atWhile the date of purchase are consideredCompany is exposed to be
cash equivalents; investments with maturities between three and twelve months
are considered to be short-term investments. As of July 1, 2000,
substantially allinterest 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. In this regard, changes in U.S. interest rates affect the
interest earned on the Company's cash, cash equivalents, and short-term
investments in debt securities have
maturities less than 12 months.as well as costs associated with foreign currency hedges.
During the last two years, the Company has entered into interest rate derivative
transactions, including interest rate swaps and floors, with
financial institutions in order to better match the Company's floating-rate
interest income on its cash equivalents and short-term investments with its
fixed-rate interest expense on its long-term debt, and/or to diversify a portion
of the Company's exposure away from fluctuations in short-term U.S. interest
rates. The Company may also enter into interest rate contracts that are intended
to reduce the cost of the interest rate risk management program. The Company
does not hold or transact in such financial instruments for purposes other than
risk management.
Overall, the Company is a net receiver of currencies other than the U.S. dollar
and, as such, benefits from a weaker dollar and is adversely affected by a
stronger dollar relative to major currencies worldwide. Accordingly, changes in
exchange rates, and in particular a strengthening of the U.S. dollar, may
negatively affect the Company's net sales and gross margins as expressed in U.S.
dollars.
The Company enters into foreign exchange forward and option contracts with
financial institutions primarily to protect against currency exchange risks
associated with existing assets and liabilities, certain firmly committed
transactions, and probable but not firmly committed transactions. The Company's
foreign exchange risk management policy requires it to hedge a majority of its
existing material foreign exchange transaction exposures. However, the Company
may not hedge certain foreign exchange transaction exposures that are immaterial
either in terms of their minimal U.S. dollar value or in terms of the related
currency's historically high correlation with the U.S. dollar. Foreign exchange
forward contracts are carried at fair value in other current liabilities. The
premium costs of purchased foreign exchange option contracts are recorded in
other current assets and marked to market through earnings.RISK MANAGEMENT ACTIVITIES
To ensure the adequacy and effectiveness of the Company's foreign exchange and
interest rate hedge positions, as well as to monitor the risks and opportunities
of the nonhedgenon-hedge portfolios, the Company continually monitors its foreign
exchange forward and option positions, and its interest rate swap, option and
floor positions both on a stand-alone basis and in conjunction with its
underlying foreign currency and interest rate related exposures, respectively,
from both an accounting and an economic perspective. However, given the
effective horizons of the Company's risk management activities and the
anticipatory nature of the exposures intended to hedge, there can be no
assurance the aforementioned programs will offset more than a portion of the
adverse financial impact resulting from unfavorable 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-marketderivative 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
operating results and financial position.
For a complete descriptionOn October 1, 2000, the Company adopted SFAS No. 133. SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, hedging
activities, and exposure definition. Management does not believe that adoption
of or ongoing application of SFAS No. 133 will significantly alter the Company's
interest ratehedging strategies. However, its application may increase the volatility of
other income and foreign currency
relatedexpense and other comprehensive income.
The Company's market risks see the discussion in Part II, Item 7A of the Company's
1999 Form 10-K. There hasat December 30, 2000, are not been a material changesignificantly different
from those discussed "Item 7A. -Disclosures About Market Risk" in the Company's
exposure
to interest rate and foreign currency risks since the date of the 19992000 Form 10-K. 19Also, refer to "Note 6 - Derivative Financial Instruments," of
this Form 10-Q for additional discussion regarding the Company's market risks,
its accounting for derivatives, and the impact of adoption of SFAS No. 133.
23
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is subject to various legal proceedings and claims which are
discussed in the 19992000 Form 10-K. The Company is also subject to certain other
legal proceedings and claims whichthat have arisen in the ordinary course of business
and which have not been fully adjudicated. The results of legal proceedings
cannot be predicted with certainty; however, in the opinion of management, the
Company does not have a potential liability related to any legal proceedings and
claims that would have a material adverse effect on its financial condition or
results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The annual meeting of shareholders was held on April 20, 2000. All matters voted
on were approved. The results are as follows:
PROPOSAL I
The following directors were elected at the meeting to serve a one-year term as
directors:
For Authority Withheld
William V. Campbell 139,530,349 1,526,408
Gareth C.C. Chang 139,671,948 1,384,809
Millard S. Drexler 139,281,278 1,775,479
Lawrence J. Ellison 130,301,339 10,755,418
Steven P. Jobs 139,687,954 1,368,803
Jerome B. York 139,682,237 1,374,520
PROPOSAL II
The proposal to amend the Company's Restated Articles of Incorporation to
increase the number of authorized shares of Common Stock from 320,000,000 to
900,000,000 shares was approved. As a result, the Company's Restated Articles of
Incorporation were amended to increase the number of authorized shares to
900,000,000.
For Against Abstained Broker Non-Vote
120,834,875 19,682,413 537,666 1,803
PROPOSAL III
The proposal to amend the Company's 1998 Executive Officer Stock Plan (the 1998
Plan) to increase the number of shares reserved for issuance thereunder by
2,000,000 shares, bringing the total number of shares of Common Stock reserved
for issuance under the 1998 Plan to 19,000,000, was approved. As a result, the
1998 Plan was amended to reserve an additional 2,000,000 shares of Common Stock
for issuance thereunder.
For Against Abstained Broker Non-Vote
87,975,961 52,315,384 761,685 3,727
PROPOSAL IV
Ratification of appointment of KPMG LLP as the Company's independent auditors
for fiscal year 2000.
For Against Abstained Broker Non-Vote
140,342,114 168,893 545,750 -0-
The proposals above are described in detail in the Registrant's definitive proxy
statement dated March 6, 2000, for the Annual Meeting of Shareholders held on
April 20, 2000.
20
ITEM 6. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
3.3 By-laws of the Company, as amended through April 20, 2000.
10.A.49 1997 Employee Stock Option Plan, as amended through June 27, 2000.
10.A.51 1998 Executive Officer Stock Plan, as amended through June 27, 2000.
27 Financial Data Schedule.
21AND REPORTS ON FORM 8-K
(a) EXHIBITS
None
(b) REPORTS ON FORM 8-K
None
24
SIGNATURES
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.
APPLE COMPUTER, INC.
(Registrant)
By: /s/ Fred D. Anderson
-----------------------------------------
Fred D. Anderson
Executive Vice President and Chief Financial Officer
July 31, 2000
22
INDEX TO EXHIBITS
Exhibit
Index
Number Description
- ------ -----------
3.3 By-laws of the Company, as amended through April 20, 2000.
10.A.49 1997 Employee Stock Option Plan, as amended through June 27, 2000.
10.A.51 1998 Executive Officer Stock Plan, as amended through June 27, 2000.
27 Financial Data Schedule.
23February 12, 2001
25