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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORMForm 10-Q

(Mark One) 

ý

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

For the quarterly period ended June 29,December 28, 2002

OR

o

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
(State or other jurisdiction
of incorporation or organization)
 942404110
(I.R.S. Employer Identification No.)

1 Infinite Loop
Cupertino, California

(Address of principal executive offices)

 

95014
(Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:
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 ý    No o

358,885,905        Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes ý    No o

360,478,573 shares of Common Stock Issued and Outstanding as of July 26, 2002January 31, 2003





PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

APPLE COMPUTER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(in millions, except share and per share amounts)



 Three Months Ended
 Nine Months Ended
 
 Three Months Ended
 


 June 29, 2002
 June 30, 2001
 June 29, 2002
 June 30, 2001
 
 December 28, 2002
 December 29, 2001
 
Net salesNet sales $1,429 $1,475 $4,299 $3,913 Net sales $1,472 $1,375 
Cost of salesCost of sales  1,038 1,041 3,077 3,115 Cost of sales 1,066 953 
 
 
 
 
   
 
 
Gross margin  391 434 1,222 798 Gross margin 406 422 
 
 
 
 
   
 
 

Operating expenses:

Operating expenses:

 

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 
Research and development  106 111 330 314 Research and development 121 113 
Selling, general, and administrative  272 281 831 870 Selling, general, and administrative 299 289 
Special charges:          Restructuring costs 23 24 
 Purchased in-process research and development   11  11   
 
 
 Restructuring costs    24   Total operating expenses 443 426 
 
 
 
 
   
 
 
Operating income (loss)Operating income (loss) (37) (4)

Other income and expense:

Other income and expense:

 

 

 

 

 
 Total operating expenses  378 403 1,185 1,195 Gains on non-current investments, net  23 
 
 
 
 
 Interest and other income, net 29 34 
Operating income (loss)  13 31 37 (397)

Gains on non-current investments, net

 

 


 

11

 

23

 

87

 
Urealized loss on convertible securities     (13)
Interest and other income, net  26 45 87 177 
 
 
 
 
   
 
 
Total interest and other income, net  26 56 110 251  Total other income and expense 29 57 
 
 
 
 
   
 
 

Income (loss) before provision for (benefit from) income taxes

Income (loss) before provision for (benefit from) income taxes

 

 

39

 

87

 

147

 

(146

)
Income (loss) before provision for (benefit from) income taxes (8) 53 
Provision for (benefit from) income taxesProvision for (benefit from) income taxes  7 26 37 (43)
Provision for (benefit from) income taxes

 

(2

)

 

15

 
 
 
 
 
   
 
 
Income (loss) before accounting changeIncome (loss) before accounting change  32 61 110 (103)
Income (loss) before accounting change

 

(6

)

 

38

 

Cumulative effect of accounting change, net of income taxes of $5

 

 


 


 


 

12

 

Cumulative effect of accounting change, net of income taxes of $1

Cumulative effect of accounting change, net of income taxes of $1

 

2

 


 
 
 
 
 
   
 
 
Net income (loss)Net income (loss) $32 $61 $110 $(91)Net income (loss) (8)$38 
 
 
 
 
   
 
 
Earnings (loss) per common share before accounting change:Earnings (loss) per common share before accounting change:          
Earnings (loss) per common share before accounting change:

 

 

 

 

 
Basic $0.09 $0.17 $0.31 $(0.30)Basic $(0.02)$0.11 
Diluted $0.09 $0.17 $0.30 $(0.30)Diluted $(0.02)$0.11 

Earnings (loss) per common share after accounting change

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per common share:

Earnings (loss) per common share:

 

 

 

 

 
Basic $0.09 $0.17 $0.31 $(0.26)Basic $(0.02)$0.11 
Diluted $0.09 $0.17 $0.30 $(0.26)Diluted $(0.02)$0.11 

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

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

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 
Basic  356,370 348,765 353,800 343,877 Basic 359,057 351,330 
Diluted  366,882 358,912 363,438 343,877 Diluted 359,057 357,509 

See accompanying notes to condensed consolidated financial statements.

2



APPLE COMPUTER, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
(in millions, except share amounts)



 June 29, 2002
 September 29, 2001
 
 December 28, 2002
 September 28, 2002
 
ASSETS:ASSETS: ASSETS: 

Current assets:

Current assets:

 

 

 

 

 

Current assets:

 

 

 

 

 
Cash and cash equivalents $1,246 $2,310 Cash and cash equivalents $2,612 $2,252 
Short-term investments 3,060 2,026 Short-term investments 1,850 2,085 
Accounts receivable, less allowances of $52 and $51, respectively 626 466 Accounts receivable, less allowances of $49 and $51, respectively 497 565 
Inventories 34 11 Inventories 44 45 
Deferred tax assets 164 169 Deferred tax assets 177 166 
Other current assets 313 161 Other current assets 204 275 
 
 
   
 
 
 Total current assets 5,443 5,143  Total current assets 5,384 5,388 
Property, plant and equipment, netProperty, plant and equipment, net 589 564 Property, plant and equipment, net 605 621 
Non-current debt and equity investmentsNon-current debt and equity investments 48 128 Non-current debt and equity investments 28 39 
Acquired intangible assetsAcquired intangible assets 99 76 Acquired intangible assets 116 119 
Other assetsOther assets 114 110 Other assets 136 131 
 
 
   
 
 
 Total assets $6,293 $6,021  Total assets $6,269 $6,298 
 
 
   
 
 

LIABILITIES AND SHAREHOLDERS' EQUITY:

LIABILITIES AND SHAREHOLDERS' EQUITY:

 

LIABILITIES AND SHAREHOLDERS' EQUITY:

 

Current liabilities:

Current liabilities:

 

 

 

 

 

Current liabilities:

 

 

 

 

 
Accounts payable $904 $801 Accounts payable $817 $911 
Accrued expenses 814 717 Accrued expenses 778 747 
 
 
   
 
 
 Total current liabilities 1,718 1,518  Total current liabilities 1,595 1,658 
Long-term debt 316 317 
Long-term debt and other non-current liabilitiesLong-term debt and other non-current liabilities 320 316 
Deferred tax liabilitiesDeferred tax liabilities 193 266 Deferred tax liabilities 238 229 
 
 
   
 
 
 Total liabilities 2,227 2,101  Total liabilities 2,153 2,203 
 
 
   
 
 

Commitments and contingencies

Commitments and contingencies

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Shareholders' equity:

Shareholders' equity:

 

 

 

 

 

Shareholders' equity:

 

 

 

 

 
Common stock, no par value; 900,000,000 shares authorized; 358,855,285 and 350,921,661 shares issued and outstanding, respectively 1,808 1,693 Common stock, no par value; 900,000,000 shares authorized; 360,257,233 and 358,958,989 shares issued and outstanding, respectively 1,840 1,826 
Acquisition-related deferred stock compensation (8) (11)Acquisition-related deferred stock compensation (1) (7)
Retained earnings 2,370 2,260 Retained earnings 2,317 2,325 
Accumulated other comprehensive income (loss) (104) (22)Accumulated other comprehensive income (loss) (40) (49)
 
 
   
 
 
 Total shareholders' equity 4,066 3,920  Total shareholders' equity 4,116 4,095 
 
 
   
 
 
 Total liabilities and shareholders' equity $6,293 $6,021  Total liabilities and shareholders' equity $6,269 $6,298 
 
 
   
 
 

See accompanying notes to condensed consolidated financial statements.

3



APPLE COMPUTER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
(in millions)



 Nine Months Ended
 
 Three Months Ended
 


 June 29, 2002
 June 30, 2001
 
 December 28, 2002
 December 29, 2001
 
Cash and cash equivalents, beginning of the periodCash and cash equivalents, beginning of the period $2,310 $1,191 Cash and cash equivalents, beginning of the period $2,252 $2,310 
 
 
   
 
 
Operating Activities:     
Operating:Operating:     
Net income (loss)Net income (loss) 110 (91)Net income (loss) (8) 38 
Cumulative effect of accounting change, net of taxesCumulative effect of accounting change, net of taxes  (12)Cumulative effect of accounting change, net of taxes 2  
Adjustments to reconcile net income (loss) to cash generated by (used for) operating activities:     
Adjustments to reconcile net income to cash generated by (used for) operating activities:Adjustments to reconcile net income to cash generated by (used for) operating activities:     
Depreciation and amortization 85 72 Depreciation and amortization 32 28 
Provision for (benefit from) deferred income taxes (2) (54)Non-cash restructuring 12 4 
Loss on sale of property, plant, and equipment 6 4 Provision for deferred income taxes 2 (10)
Gains on non-current investments, net (23) (74)Loss on disposition of property, plant, and equipment 3 2 
Gains on short-term investments, net (5)  Gains on sales of short-term investments (9) (3)
Purchased in-process research and development  11 Gains on sales of non-current investments  (23)
Changes in operating assets and liabilities:Changes in operating assets and liabilities:     Changes in operating assets and liabilities:     
Accounts receivable (160) 355 Accounts receivable 68 (32)
Inventories (23) 14 Inventories 1 (12)
Other current assets (154) 66 Other current assets 71 (12)
Other assets (13) (59)Other assets (12) 3 
Accounts payable 103 (310)Accounts payable (94) 29 
Other current liabilities 83 (12)Other current liabilities 42 30 
 
 
   
 
 
 Cash generated by (used for) operating activities 7 (90) Cash generated by operating activities 110 42 
 
 
   
 
 
Investing Activities:     
Investing:Investing:     
Purchase of short-term investmentsPurchase of short-term investments (3,478) (3,008)Purchase of short-term investments (674) (1,382)
Proceeds from maturities of short-term investmentsProceeds from maturities of short-term investments 1,917 3,569 Proceeds from maturities of short-term investments 500 647 
Proceeds from sales of short-term investmentsProceeds from sales of short-term investments 519 178 Proceeds from sales of short-term investments 409 319 
Purchase of non-current investments  (1)
Purchase of property, plant, and equipmentPurchase of property, plant, and equipment (20) (36)
Proceeds from sales of non-current investmentsProceeds from sales of non-current investments 25 334 Proceeds from sales of non-current investments 13 25 
Purchase of property, plant, and equipment (110) (69)
OtherOther (33) (7)Other 9 10 
 
 
   
 
 
 Cash generated by (used for) investing activities (1,160) 996  Cash generated by (used for) investing activities 237 (417)
 
 
   
 
 
Financing Activities:     
Financing:Financing:     
Proceeds from issuance of common stockProceeds from issuance of common stock 89 24 Proceeds from issuance of common stock 13 11 
 
 
   
 
 
 Cash generated by financing activities 89 24  Cash generated by financing activities 13 11 
 
 
   
 
 
Increase (decrease) in cash and cash equivalentsIncrease (decrease) in cash and cash equivalents (1,064) 930 Increase (decrease) in cash and cash equivalents 360 (364)
 
 
   
 
 
Cash and cash equivalents, end of the period $1,246 $2,121 
 Cash and cash equivalents, end of the period $2,612 $1,946 
 
 
   
 
 

Supplemental cash flow disclosures:

Supplemental cash flow disclosures:

 

 

 

 

 

Supplemental cash flow disclosures:

 

 

 

 

 
Cash paid for interest $10 $10 Cash paid for income taxes, net $17 $8 
Cash paid for income taxes, net $8 $34 
Noncash transactions:     
 Issuance of common stock for conversion of Series A Preferred Stock $ $76 

See accompanying notes to condensed consolidated financial statements.

4



APPLE COMPUTER, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1—Summary of Significant Accounting Policies

        Apple Computer, Inc. and its subsidiaries (the Company) designs, manufactures, and markets personal computers and related personal computing and communicating solutions for sale primarily to education, creative, consumer, and business customers.

Basis of Presentation and Preparation

        The accompanying condensed consolidated financial statements include the accounts of the Company. All information is based on the Company's fiscal calendar. Intercompany accounts and transactions have been eliminated. The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates. Interim information is unaudited; however, in the opinion of the Company's management, all adjustments of a normal recurring nature necessary for a fair statement of interim periods presented have been included. The results for interim periods are not necessarily indicative of results to be expected for the entire year.

        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 29, 2001,28, 2002, included in its Annual Report on Form 10-K for the year ended September 29, 200128, 2002 (the 20012002 Form 10-K). The Company does not currently utilize any off-balance-sheet financing arrangements other than standard operating leases

Accounting for the rental of equipment and facilities.

Recent Accounting PronouncementsAsset Retirement Obligations

        In June 2001,On September 29, 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS)Company adopted SFAS No. 143,Accounting for Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or)and/or normal use of the assets. SFAS No. 143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. All of the Company's existing asset retirement obligations are associated with commitments to return property subject to operating leases to original condition upon lease termination. The Company isestimated that as of September 29, 2002, gross expected future cash flows of $9.5 million would be required to adopt the provisions of SFAS No. 143 for the first quarter of its fiscal 2003. Becausefulfill these obligations.

        As of the effort that maydate of adoption, the Company recorded a $6 million long-term asset retirement liability and a corresponding increase in leasehold improvements. This amount represents the present value of expected future cash flows associated with returning certain of the Company's leased properties to original condition. The difference between the gross expected future cash flow of $9.5 million and its current present value of $6 million will be necessary to comply withaccreted over the life of the related leases as an operating expense. Net of the related income tax effect of approximately $1 million, adoption of SFAS No. 143 it is not practicable for managementresulted in an unfavorable cumulative-effect type adjustment to estimate the impactnet income of adopting this Statement atapproximately $2 million. This adjustment represents cumulative depreciation and accretion that would have been recognized through the date of this report.

        In August 2001, the Financial Accounting Standards Board issuedadoption of SFAS No. 144,Accounting for143 had the Impairment or Disposal of Long-Lived Assets, which supersedes both SFAS No. 121,Accounting forstatement been applied to the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of andCompany's existing asset retirement obligations at the accounting and reporting provisions of APB Opinion No. 30,Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, for the disposal of a segment of a business (as previously defined in that Opinion). SFAS No. 144 retains the fundamental provisions in SFAS No. 121 for recognizing and measuring impairment losses on long-lived assets held for use and long-lived assets to be disposed of by sale, while also resolving significant implementation issues associated with SFAS No. 121. For example,time they were initially incurred.

5



Stock-Based Compensation

        The Company measures compensation expense for its employee stock-based compensation plans using the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion 25,Accounting for Stock Issued to Employees and has provided pro forma disclosures of the effect on net income and earnings per share as if the fair value-based method had been applied in measuring compensation expense. The Company has elected to follow APB No. 25 because, as discussed below, the alternative fair value accounting provided for under SFAS No. 144 provides guidance123,Accounting for Stock-Based Compensation, requires use of option valuation models that were not developed for use in valuing employee stock options and employee stock purchase plan shares. Under APB Opinion No. 25, when the exercise price of the Company's employee stock options equals the market price of the underlying stock on howthe date of the grant, no compensation expense is recognized.

        As required under SFAS 123, the pro forma effects of stock based compensation on net income and earnings per common share for employee stock options granted and employee stock purchase plan purchases have been estimated at the date of grant and beginning of the period, respectively, using a long-lived assetBlack-Scholes option pricing model. For purposes of pro forma disclosures, the estimated fair value of the options and shares are amortized to pro forma net income over the options' vesting period and the shares' plan period.

        The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected life of options and the Company's expected stock price volatility. Because the Company's employee stock options and employee stock purchase plan shares have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not provide a reliable measure of the fair value of the Company's employee stock options and employee stock purchase plan shares.

        For purposes of the pro forma disclosures provided pursuant to SFAS No. 123, the expected volatility assumptions used by the Company have been based solely on historical volatility rates of the Company's common stock. The Company has made no adjustments to its expected volatility assumptions based on current market conditions, current market trends, or expected volatility implicit in market traded options on the Company's stock. The Company will continue to monitor the propriety of this approach to developing its expected volatility assumption and could determine for future periods that adjustments to historical volatility and/or use of a methodology that is usedbased on the expected volatility implicit in market traded options on the Company's common stock are more appropriate based on the facts and circumstances existing in future periods.

        For purposes of pro forma disclosures, the estimated fair value of the options and shares is amortized to pro forma net income over the options' vesting period and the shares' plan period. The

6



Company's pro forma information for the three months ended December 28, 2002 and December 29, 2001 follows (in millions, except per share amounts):

 
 Three Months Ended
 
 
 12/28/02
 12/29/01
 
Net income (loss)—as reported $(8)$38 

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

 

 

(53

)

 

(57

)
  
 
 

Net income (loss)—pro forma

 

$

(61

)

$

(19

)
  
 
 

Net income (loss) per common share—as reported

 

 

 

 

 

 

 
 Basic $(0.02)$0.11 
 Diluted $(0.02)$0.11 

Net income (loss) per common share—pro forma

 

 

 

 

 

 

 
 Basic $(0.17)$(0.05)
 Diluted $(0.17)$(0.05)

Note 2—Financial Instruments

Cash, Cash Equivalents and Short-Term Investments

        The following table summarizes the fair value of the Company's cash and available-for-sale securities held in its short-term investment portfolio, recorded as partcash and cash equivalents or short-term investments as of December 28, 2002, and September 28, 2002 (in millions):

 
 12/28/02
 9/28/02
Cash $162 $161

U.S. Treasury and Agency securities

 

 

38

 

 

47
U.S. corporate securities  1,610  1,952
Foreign securities  802  92
  
 
 Total cash equivalents  2,450  2,091

U.S. Treasury and Agency securities

 

 

851

 

 

681
U.S. corporate securities  713  988
Foreign securities  286  416
  
 
 
Total short-term investments

 

 

1,850

 

 

2,085
  
 

Total cash, cash equivalents, and short-term investments

 

$

4,462

 

$

4,337
  
 

        The Company's short-term investment portfolio recorded as cash and cash equivalents or short-term investments consists of investments in U.S. Treasury and Agency securities, U.S. corporate securities, and foreign securities. The Company's U.S. corporate securities consist primarily of commercial paper, loan participations, certificates of deposit, time deposits, and corporate debt securities. Foreign securities consist primarily of foreign commercial paper, loan participation, certificates of deposit and time deposits with foreign institutions, most of which are denominated in U.S. dollars. Net unrealized gains on the Company's investment portfolio, primarily related to investments with stated maturities greater than 1 year, were $11 million as of December 28, 2002 and $20 million as of September 28, 2002. The Company occasionally sells short-term investments prior to

7



their stated maturities. As a group should be evaluated for impairment, establishes criteria for when a long-lived asset isresult of such sales, the Company recognized gains of $9 million during the first quarter of 2003 and $3 million during the first quarter of 2002. These gains were included in interest and other income, net.

        As of December 28, 2002, $889 million of the Company's investment portfolio was classified as short-term investments with maturities ranging from 1 to 5 years. As of September 28, 2002, $1.087 billion of the Company's investment portfolio was classified as short-term investments with maturities ranging from 1 to 5 years.

Non-Current Debt and Equity Investments and Related Gains

        The Company has held for sale,significant investments in ARM Holdings plc (ARM), Samsung Electronics Co., Ltd. (Samsung), Akamai Technologies, Inc. (Akamai) and prescribes the accounting for a long-lived asset that will be disposed of other than by sale. SFAS No. 144 retains the basic provisions of Opinion 30 on how to present discontinued operationsEarthLink Network, Inc. (EarthLink). These investments have been reflected in the income statement but broadensconsolidated balance sheets as non-current debt and equity investments and have been categorized as available-for-sale requiring that presentation to includethey be carried at fair value with unrealized gains and losses, net of taxes, reported in equity as a component of accumulated other comprehensive income. All realized gains on the sale of these investments have been included in other income. The combined fair value of these investments held by the Company was $28 million and $39 million as of December 28, 2002, and September 28, 2002, respectively.

        During the first quarter of 2003, the Company sold 2,580,000 shares of EarthLink stock for net proceeds of approximately $13.7 million, an entity (ratheramount that approximated the Company's carrying value of the shares. During the first quarter of 2002, the Company sold 4.7 million shares of ARM stock for both net proceeds and a gain before taxes of $21 million. During the first quarter of 2002, the Company also sold 250,000 shares of Akamai and 117,000 shares of EarthLink stock for net proceeds of approximately $2 million each and a gain before taxes of $710,000 and $223,000, respectively.

Derivative Financial Instruments

        The Company uses derivatives to partially offset its business exposure to foreign exchange and interest rate risk. Foreign currency forward and option contracts are used to offset the foreign exchange risk on certain existing assets and liabilities and to hedge the foreign exchange risk on expected future cash flows on certain forecasted 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. As of the end of the first quarter of 2003, the general nature of the Company's risk management activities and the general nature and mix of the Company's derivative financial instruments have not changed materially from the end of fiscal 2002.

Foreign Exchange Risk Management

        The Company enters into foreign currency forward and option contracts with financial institutions primarily to protect against foreign exchange risk associated with existing assets and liabilities, certain firmly committed transactions and certain 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, or limited availability of appropriate hedging instruments.

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

8



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 a segmentrisk management.

Accounting for Derivative Financial Instruments

        On October 1, 2000, the Company adopted Statement of a business)Financial Accounting Standards (SFAS) No. 133,Accounting for Derivative Instruments and Hedging Activities. Unlike SFAS No. 121, an impairment assessment under133 establishes accounting and reporting standards for derivative instruments, hedging activities, and exposure definition. SFAS No. 144133 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 never resulteither be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. As of December 28, 2002, the Company had a write-downnet deferred loss associated with cash flow hedges of goodwill. Rather,approximately $6 million net of taxes, substantially all of which is expected to be reclassified to earnings by the end of the third quarter of fiscal 2003.

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

Inventories

 
 12/28/02
 9/28/02
Purchased parts $1 $9
Work in process    
Finished goods  43  36
  
 
Total inventories $44 $45
  
 

Property, Plant, and Equipment

 
 12/28/02
 9/28/02
 
Land and buildings $344 $342 
Machinery, equipment, and software  342  367 
Office furniture and equipment  69  67 
Leasehold improvements  291  281 
  
 
 
   1,046  1,057 
  
 
 

Accumulated depreciation and amortization

 

 

(441

)

 

(436

)
  
 
 
Total net property, plant, and equipment $605 $621 
  
 
 

9


Accrued Expenses

 
 12/28/02
 9/28/02
Deferred revenue $278 $253
Accrued marketing and distribution  158  136
Accrued compensation and employee benefits  90  93
Accrued warranty and related costs  70  69
Other current liabilities  182  196
  
 
Total accrued expenses $778 $747
  
 

Interest and Other Income, Net

 
 Three Months
Ended

 
 
 12/28/02
 12/29/01
 
Interest income $23 $34 
Interest expense  (2) (3)
Miscellaneous other income and expense  8  3 
  
 
 
Total interest and other income, net $29 $34 
  
 
 

Non-Trade Receivables

        The Company has non-trade receivables from certain of its manufacturing vendors resulting from the sale by the Company of raw material components to these manufacturing vendors who manufacture sub-assemblies or assemble final products for the Company. The Company purchases these raw material components directly from suppliers. These non-trade receivables, which are included in the condensed consolidated balances sheets in other current assets, totaled $94 million and $142 million as of December 28, 2002, and September 28, 2002, respectively. The Company does not recognize any profits on these sales nor does it reflect the sale of these components in its net sales.

Inventory Prepayment

        In April 2002, the Company made a $100 million prepayment to an Asian supplier for the purchase of components over the following nine months. In return for this deposit, the supplier agreed to supply the Company with a specified level of components in the three consecutive fiscal quarters ending December 28, 2002. If the supplier failed to supply the agreed upon level of components in any of those three fiscal quarters, the Company had the right to cancel the arrangement and receive the amount of the prepayment not utilized plus a penalty. Approximately $14 million and $53 million of this deposit remained unused as of December 28, 2002, and September 28, 2002, respectively, and is reflected in the condensed consolidated balance sheets in other current assets. Although the amount of the prepayment that remains outstanding as of December 28, 2002, was refundable to the Company by January 31, 2003, the Company anticipates that it will utilize this amount for the purchase of components during the second quarter of 2003.

        Although the supplier's existing debt is unrated, its public debt pricing is consistent with other BBB rated companies. The deposit is unsecured and has no stated interest component. The Company is imputing an amount to cost of sales and interest income during each period the deposit is outstanding at an appropriate market interest rate to reflect the economics of this transaction. In light of the supplier's implied debt rating and because the Company's prepayment is unsecured, non-performance by and/or economic deterioration of the supplier could place all or some of the Company's outstanding deposit at risk.

10


Goodwill and Other Intangible Assets

        The Company is currently amortizing its acquired intangible assets with definite lives over periods ranging from 3 to 7 years. The Company ceased amortization of goodwill is evaluated for impairment underat the beginning of fiscal 2002 when it adopted SFAS No. 142,Goodwill and Other Intangible Assets.Assets

. Amortization expense related to acquired intangible assets for the three months ended December 28, 2002, and December 29, 2001, was $3 million and $1 million, respectively. The Company is requiredfollowing table summarizes the components of gross and net intangible asset balances (in millions):

 
 December 28, 2002
 September 28, 2002
 
 Gross
Carrying
Amount

 Accumulated
Amortization

 Net
Carrying
Amount

 Gross
Carrying
Amount

 Accumulated
Amortization

 Net
Carrying
Amount

Goodwill (a) $85 $ $85 $85 $ $85
Other intangible assets  5  (5)   5  (5) 
Acquired technology  42  (11) 31  42  (8) 34
  
 
 
 
 
 
Total acquired intangible assets $132 $(16)$116 $132 $(13)$119
  
 
 
 
 
 

(a)
Accumulated amortization related to adopt SFAS No. 144 no later than its first fiscal year beginning after December 15, 2001. Management does not expectgoodwill of $55 million arising prior to the adoption of SFAS No. 144142 has been reflected in the gross carrying amount of goodwill as of December 28, 2002, and September 28, 2002.

Accrued Warranty and Related Costs

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

        The following table reconciles changes in the Company's accrued warranties and related costs for the three-month periods ended December 28, 2002, and December 29, 2001 (in millions):

 
 For the Three Months Ended
 
 
 12/28/02
 12/29/01
 
Beginning accrued warranty and related costs $69 $87 
Cost of warranty claims  (18) (21)
Accruals for product warranties  19  17 
  
 
 
Ending accrued warranty and related costs $70 $83 
  
 
 

Note 4—Restructuring Actions

2003 Restructuring Actions

        During the first quarter of 2003, the Company's management approved and initiated restructuring actions with a total cost of $24 million that resulted in the termination of manufacturing operations at the Company-owned facility in Singapore, further reductions in headcount resulting from the shift in PowerSchool product strategy that took place at the end of fiscal 2002, and termination of various sales and marketing activities in the United States and Europe. These restructuring actions will result in the elimination of 260 positions worldwide, 197 of which were eliminated by the end of the first quarter.

11



        Closure of the Company's Singapore manufacturing operations resulted in severance costs of $1.8 million and costs of $6.7 million to write-off manufacturing related fixed assets. PowerSchool related costs included severance of approximately $550,000 and recognition of $5 million of previously deferred stock compensation that arose when PowerSchool was acquired by the Company in 2001 related to certain PowerSchool employee stockholders who were terminated in the first quarter of 2003. Termination of sales and marketing activities and employees, principally in the United States and Europe, resulted in severance costs of $2.8 million and accrual of costs associated with operating leases on closed facilities of $6.7 million. The total net restructuring charge of $23 million recognized during the first quarter of 2003 also reflects the reversal of $600,000 of unused restructuring accrual originally made during the first quarter of 2002.

        The following table summarizes activity associated with restructuring actions initiated during the first quarter of 2003 (in millions):

 
 Total
Charge

 Paid
 Non-Cash
Charges

 Accrual at
12/28/02

Employee severance benefits $5 $(3)$ $2
Deferred compensation write-off  5    (5) 
Asset impairments  7    (7) 
Lease and contract cancellations  7      7
  
 
 
 
Totals $24 $(3)$(12)$9
  
 
 
 

        The Company currently anticipates that substantially all of the remaining accrual will be spent by the end of the third quarter of fiscal 2003, except for certain costs associated with operating leases on closed facilities.

2002 Restructuring Actions

        During fiscal 2002, the Company recorded total restructuring charges of approximately $30 million related to actions intended to eliminate certain activities and better align the Company's operating expenses with existing general economic conditions and to partially offset the cost of continuing investments in new product development and investments in the Company's Retail operating segment.

        During the fourth quarter of 2002, the Company's management approved and initiated restructuring actions with a total cost of approximately $6 million designed to reduce headcount costs in corporate operations and sales and to adjust its PowerSchool product strategy. These restructuring actions will result in the elimination of approximately 180 positions worldwide at a cost of $1.8 million, 162 of which were eliminated by December 28, 2002. Eliminated positions were primarily in corporate operations, sales, and PowerSchool related research and development. The shift in product strategy at PowerSchool included discontinuing development and marketing of PowerSchool's PSE product. This shift resulted in the impairment of previously capitalized development costs associated with the PSE product in the amount of $4.5 million. As of December 28, 2002, substantially all of the $6 million accrual had been utilized, except for insignificant severance and related costs associated with the 18 remaining positions.

        During the first quarter of 2002, the Company's management approved and initiated restructuring actions with a total cost of approximately $24 million. These restructuring actions resulted in the elimination of approximately 425 positions worldwide at a cost of $8 million. Positions were eliminated primarily in the Company's operations, information systems, and administrative functions. In addition, these restructuring actions also included significant changes in the Company's information systems strategy resulting in termination of equipment leases and cancellation of existing projects and activities. Related lease and contract cancellation charges totaled $12 million, and charges for asset impairments totaled $4 million. During the first quarter of 2003, the Company reversed the remaining unused accrual of $600,000.

12


Note 5—Shareholders' Equity

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. Since inception of the stock repurchase plan through the end of fiscal 2000, the Company had repurchased a total of 5.05 million shares at a cost of $191 million. No shares have been repurchased since the end of fiscal 2000. During the fourth quarter of 2001, the Company entered into a forward purchase agreement to acquire 1.5 million shares of its common stock in September of 2003 at an average price of $16.64 per share for a total cost of $25.5 million.

Comprehensive Income

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

        The following table summarizes components of total comprehensive income, net of taxes, during the three-month periods ended December 28, 2002, and December 29, 2001 (in millions).

 
 For the Three Months
Ended

 
 
 12/28/02
 12/29/01
 
Net income (loss) $(8)$38 
Other comprehensive income:       
 Change in unrealized gain on derivative instruments  5  25 
 Change in accumulated translation adjustment  8  (3)
 Unrealized gains (losses) on investments  3  (11)
 Reclassification adjustment for investment gains included in net income  (7) (17)
  
 
 
Total comprehensive income $1 $32 
  
 
 

        The following table summarizes activity in other comprehensive income related to derivatives, net of taxes, held by the Company during the three-month periods ended December 28, 2002 and December 29, 2001 (in millions):

 
 For the Three Months Ended
 
 
 12/28/02
 12/29/01
 
Change in fair value of derivatives $(4)$26 
Adjustment for net losses (gains) realized and included in net income  9  (1)
  
 
 
Change in unrealized gain on derivative instruments  5  25 
  
 
 

13


        The following table summarizes the components of accumulated other comprehensive income, net of taxes, during the three-month periods ended December 28, 2002, and December 29, 2001 (in millions):

 
 12/28/02
 9/28/02
 
Unrealized gains on available-for-sale securities $9 $13 
Unrealized gains (losses) on derivative investments  (6) (11)
Cumulative translation adjustments  (43) (51)
  
 
 
Accumulated other comprehensive income $(40)$(49)
  
 
 

Note 6—Employee Benefit Plans

1998 Executive Officer Stock Plan

        The 1998 Executive Officer Stock Plan (the 1998 Plan) is a shareholder approved plan which replaced the 1990 Stock Option Plan terminated in April 1998, the 1981 Stock Option Plan terminated in October 1990, and the 1987 Executive Long Term Stock Option Plan terminated in July 1995. Options granted before these plans' termination dates remain outstanding in accordance with their terms. Options may be granted under the 1998 Plan to the Chairman of the Board of Directors, executive officers of the Company at the level of Senior Vice President and above, and other key employees. These options generally become exercisable over a period of 4 years, based on continued employment, and generally expire 10 years after the grant date. The 1998 Plan permits the granting of incentive stock options, nonstatutory stock options, stock appreciation rights, and stock purchase rights.

1997 Employee Stock Option Plan

        In August 1997, the Company's Board of Directors approved the 1997 Employee Stock Option Plan (the 1997 Plan), a non-shareholder approved plan for grants of stock options to employees who are not officers of the Company. Options may be granted under the 1997 Plan to employees at not less than the fair market value on the date of grant. These options generally become exercisable over a period of 4 years, based on continued employment, and generally expire 10 years after the grant date.

1997 Director Stock Option Plan

        In August 1997, the Company's Board of Directors adopted a shareholder approved Director Stock Option Plan (DSOP) for non-employee directors of the Company. Initial grants of 30,000 options under the DSOP vest in three equal installments on each of the first through third anniversaries of the date of grant, and subsequent annual grants of 10,000 options are fully vested at grant. Prior to adoption of the DSOP, 60,000 options were granted in total to two then-current members of the Company's Board of Directors.

Employee Stock Purchase Plan

        The Company has a shareholder approved employee stock purchase plan (the Purchase Plan), under which substantially all employees may purchase common stock through payroll deductions at a price equal to 85% of the lower of the fair market values as of the beginning and end of six-month offering periods. Stock purchases under the Purchase Plan are limited to 10% of an employee's compensation, up to a maximum of $25,000 in any calendar year. During the first quarter of 2003 and 2002, 1.1 million and 692,000 shares, respectively, were issued under the Purchase Plan. As of December 28, 2002, approximately 1 million shares were reserved for future issuance under the Purchase Plan.

14



Stock Option Activity

        A summary of the Company's stock option activity and related information for the three-month periods ended December 28, 2002, and December 29, 2001 follows (option amounts are presented in thousands):

 
  
 Outstanding Options
 
 Shares
Available
for Grant

 Number of
Shares

 Weighted Average
Exercise Price

Balance at 9/28/02 6,571 109,430 $28.17
 Additional Options Authorized    
 Options Granted (1,301)1,301 $15.23
 Options Cancelled 1,159 (1,159)$27.56
 Options Exercised  (188)$10.43
 Plan Shares Expired (1)  
  
 
   
Balance at 12/28/02 6,428 109,384 $28.05
  
 
   

Balance at 9/29/01

 

10,075

 

97,179

 

$

29.25
 Additional Options Authorized 10,000    
 Options Granted (18,940)18,940 $19.48
 Options Cancelled 1,297 (1,297)$31.75
 Options Exercised  (845)$12.67
 Plan Shares Expired (2)   
  
 
   
Balance at 12/29/01 2,430 113,977 $27.71
  
 
   

        The options outstanding as of December 28, 2002, have been segregated into five ranges for additional disclosure as follows (option amounts are presented in thousands):

 
 Options Outstanding
  
  
 
 Options Exercisable
 
  
 Weighted-
Average
Remaining
Contractual
Life in Years

  
 
 Options
Outstanding
as of
December 28, 2002

 Weighted
Average
Exercise
Price

 Options
Exercisable
as of
December 28, 2002

 Weighted
Average
Exercise
Price

$0.83 — $17.31 23,023 6.58 $14.35 13,392 $12.79
$17.32 — $18.50 26,401 8.07 $18.40 13,082 $18.37
$18.51 — $25.93 20,481 8.62 $21.35 5,930 $21.07
$25.94 — $43.59 21,486 7.02 $42.92 21,095 $43.08
$43.60 — $69.78 17,993 7.12 $49.64 11,177 $49.15
   
      
   
$0.83 — $69.78 109,384 7.50 $28.05 64,676 $30.84
   
      
   

Note 7—Stock-Based Compensation

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

15



        The assumptions used for the three-month periods ended December 28, 2002, and December 29, 2001, and the resulting estimates of weighted-average fair value per share of options granted and for stock purchases during those periods are as follows:

 
 For the Three Months Ended
 
 12/28/02
 12/29/01
Expected life of stock options 4 years 4 years
Expected life of stock purchases 6 months 6 months
Interest rate—stock options 2.45% 3.90%
Interest rate—stock purchases 1.75% 3.61%
Volatility—stock options 63% 64%
Volatility—stock purchases 44% 50%
Dividend yields 0 0

Weighted-average fair value of options granted during the period

 

$7.57

 

$9.99
Weighted-average fair value of stock purchases during the period $4.67 $7.01

Note 8—Contingencies

Lease Commitments

        The Company leases various equipment and facilities, including retail space, under noncancelable operating lease arrangements. The Company does not currently utilize any other off-balance-sheet financing arrangements. The major facility leases are for terms of 5 to 10 years and generally provide renewal options for terms of 3 to 5 additional years. Leases for retail space are for terms of 5 to 12 years and often contain multi-year renewal options. As of September 28, 2002, the Company's total future minimum lease payments under noncancelable operating leases were $464 million, of which $209 million related to leases for retail space. As of December 28, 2002, total future minimum lease payments related to leases for retail space increased to $269 million.

Contingencies

        Beginning on September 27, 2001, three shareholder class action lawsuits were filed in the United States District Court for the Northern District of California against the Company and its Chief Executive Officer. These lawsuits are substantially identical, and purport to bring suit on behalf of persons who purchased the Company's publicly traded common stock between July 19, 2000, and September 28, 2000. The complaints allege violations of the 1934 Securities Exchange Act and seek unspecified compensatory damages and other relief. The Company believes these claims are without merit and intends to defend them vigorously. The Company filed a motion to dismiss on June 4, 2002, which was heard by the Court on September 13, 2002. On December 11, 2002, the Court granted the Company's motion to dismiss for failure to state a cause of action, with leave to plaintiffs to amend their complaint. Plaintiff filed their amended complaint on January 31, 2003.

        The Company is subject to certain other legal proceedings and claims that have arisen in the ordinary course of business and have not been fully adjudicated. In the opinion of management, the Company does not have a potential liability related to any current legal proceedings and claims that would have a material adverse effect on its financial condition, liquidity or results of operations. However, the results of legal proceedings cannot be predicted with certainty. Should the Company fail to prevail in any of these legal matters or should several of these legal matters be resolved against the Company in the same reporting period, the operating results of a particular reporting period could be materially adversely affected.

16



        The parliament of the European Union is working on finalizing the Waste Electrical and Electronic Equipment Directive (the Directive). The Directive makes producers of electrical goods, including personal computers, financially responsible for the collection, recycling, and safe disposal of past and future products. The Directive must now be approved and implemented by individual European Union governments by June 2004, while the producers' financial obligations are scheduled to start June 2005. The Company's potential liability resulting from the Directive related to past sales of its products and expenses associated with future sales of its product may be substantial. However, because it is likely that specific laws, regulations, and enforcement policies will vary significantly between individual European member states, it is not currently possible to estimate the Company's existing liability or future expenses resulting from the Directive. As the European Union and its individual member states clarify specific requirements and policies with respect to the Directive, the Company will continue to assess its potential financial impact. Similar legislation may be enacted in other geographies, including federal and state legislation in the United States, the cumulative impact of which could be significant.

Note 9—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, Japan, and Retail. The Americas segment includes both North and South America, except for the activities of the Company's Retail segment. The Europe segment includes European countries as well as the Middle East and Africa. The Japan segment includes only Japan. The Retail segment operates Apple-owned retail stores in the United States. Other operating segments include Asia-Pacific, which includes Australia and Asia except for Japan, and the Company's subsidiary, Filemaker, Inc. Each reportable geographic operating segment provides similar hardware and software products and similar services, and the accounting policies of the various segments are the same as those described in the Summary of Significant Accounting Policies in Note 1, except as described below for the Retail segment.

        The Company evaluates the performance of its operating segments based on net sales and operating income. Net sales for geographic segments are based on the location of the customers. Operating income for each segment includes revenue from third-parties, cost of sales, and operating expenses directly attributable to the segment. Operating income for each segment excludes other income and expense and certain expenses that are managed outside the operating segments. Costs excluded from segment operating income include various corporate expenses, manufacturing costs not included in standard costs, income taxes, and various nonrecurring charges. Corporate expenses include research and development, corporate marketing expenses, and other separately managed general and administrative expenses including certain corporate expenses associated with support of the Retail segment. The Company does not include intercompany transfers between segments for management reporting purposes. Segment assets exclude corporate assets. Corporate assets include cash, short-term and long-term investments, manufacturing facilities, miscellaneous corporate infrastructure, goodwill and other acquired intangible assets, and retail store construction-in-progress that is not subject to depreciation. Except for the Retail segment, capital expenditures for long-lived assets heldare not reported to management by segment. Capital expenditures by the Retail segment were $6 million in the first quarter of 2003 and $27 million in the first quarter of 2002.

        Operating income for useall segments except Retail includes cost of sales at standard cost. Certain manufacturing expenses and related adjustments not included in segment cost of sales, including variances between standard and actual manufacturing costs and the mark-up above standard cost for product supplied to havethe Retail segment, are included in corporate expenses.

        To assess the operating performance of the Retail segment several significant items are included in its results for internal management reporting that are not included in results of the Company's other segments. First, cost of sales for the Retail segment includes a material impactmark-up above the Company's standard

17



cost to approximate the price normally charged to the Company's major channel partners operating retail stores in the United States. For the quarters ended December 28, 2002 and December 29, 2001, this resulted in the recognition of additional cost of sales above standard cost by the Retail segment and an offsetting benefit to corporate expenses of approximately $23 million and $8.6 million, respectively.

        Second, the Retail segment includes in its net sales proceeds from sales of the Company's extended warranty and support contracts and also recognizes related cost of sales based on the amount such contracts are normally sold to the Company's major channel partners operating retail stores in the United States. This treatment is consistent with how the Company's major channel partners account for the sales and cost of the Company's extended warranty and support contracts. Because the Company has not yet earned the revenue or incurred the costs associated with the sale of these contracts, an offset to these amounts is recognized in the Americas segment's net sales and cost of sales. For the first quarter of 2003, this resulted in the recognition of additional net sales and cost of sales by the Retail segment, with corresponding offsets in the Americas segment, of $5.9 million and $4.2 million, respectively. For the first quarter of 2002, the net sales and cost of sales recognized by the Retail segment for sales of extended warranty and support contracts were $1.1 million and $750,000, respectively.

        Third, a portion of the operating expenses associated with certain high profile retail stores are allocated from the Retail segment to corporate marketing expense. Allocation of these expenses reflects the unique nature of these stores which, given their larger size and extraordinary design elements, function as vehicles for general corporate marketing, corporate sales and marketing events, and brand awareness. Allocated operating costs are those in excess of operating costs incurred by one of the Company's more typical retail locations. Stores were open in two such high profile locations in New York and Los Angeles as of December 28, 2002, both of which were opened in fiscal 2002. Expenses allocated to corporate marketing resulting from the operations of these two stores was $1.1 million in the first quarter of 2003.

18



        Summary information by operating segment follows (in millions):

 
 Three Months Ended
 
 
 12/28/02
 12/29/01
 
Americas:       
 Net sales $738 $703 
 Operating income $41 $41 

Europe:

 

 

 

 

 

 

 
 Net sales $351 $363 
 Operating income $26 $43 

Japan:

 

 

 

 

 

 

 
 Net sales $139 $183 
 Operating income $13 $30 

Retail:

 

 

 

 

 

 

 
 Net sales $148 $48 
 Operating income (loss) $(1)$(8)

Other Segments (a):

 

 

 

 

 

 

 
 Net sales $96 $78 
 Operating income $13 $6 

        A reconciliation of the Company's segment operating income to the consolidated financial statements because the impairment assessment under SFAS No. 144 is largely unchanged from SFAS No. 121. The provisions of the Statement for assets held for sale or other disposal generally are required to be applied prospectively after the adoption date to newly initiated disposal activities. Therefore, management cannot determine the potential effects that adoption of SFAS No. 144 will have on the Company's financial statements.follows (in millions):

 
 Three Months Ended
 
 
 12/28/02
 12/29/01
 
Segment operating income (loss) $92 $112 
Corporate expenses, net  (106) (92)
Restructuring costs  (23) (24)
  
 
 
Total operating loss $(37)$(4)
  
 
 


Note 2—10—Earnings Per Share

        Basic earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per common share is computed by dividing income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would have been outstanding if the dilutive potential shares of common stock had been issued. The dilutive effect of outstanding options is reflected in diluted earnings per share by application of the treasury stock method. Dilutive potential shares of common stock related to stock options were excluded from the calculation of diluted loss per common share for the nine months ended June 30, 2001first quarter of 2003 because their effect would have been antidilutive.

619



        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
  For the Three Months Ended


 6/29/02
 6/30/01
 6/29/02
 6/30/01
  12/28/02
 12/29/01
Numerator (in millions):Numerator (in millions):              
Income (loss) before accounting change $(6)$38
Income (loss) before accounting change $32 $61 $110 $(103) 
 
 
 
 
 
 
Net income (loss) $32 $61 $110 $(91)
Net income (loss) $(8)$38
 
 
 
 
  
 

Denominator:

Denominator:

 

 

 

 

 

 

 

 

 

 
    
Weighted-average shares outstanding 359,057 351,330
Effect of dilutive options  6,179
Denominator for basic earnings (loss) per share—weighted average-shares outstanding  356,370 348,765 353,800 343,877  
 
 Effect of dilutive options  10,512 10,147 9,638  
 
 
 
 
 
Denominator for diluted earnings (loss) per share  366,882 358,912 363,438 343,877 
Denominator for diluted earnings (loss) per share 359,057 357,509
 
 
 
 
  
 
Basic earnings (loss) per share before accounting changeBasic earnings (loss) per share before accounting change $0.09 $0.17 $0.31 $(0.30) $(0.02)$0.11
Cumulative effect of accounting change, net of taxCumulative effect of accounting change, net of tax     $0.04  $ $
 
 
 
 
  
 
Basic earnings (loss) per share after accounting changeBasic earnings (loss) per share after accounting change $0.09 $0.17 $0.31 $(0.26) $(0.02)$0.11
 
 
 
 
  
 

Diluted earnings (loss) per share before accounting change

Diluted earnings (loss) per share before accounting change

 

$

0.09

 

$

0.17

 

$

0.30

 

$

(0.30

)
 $(0.02)$0.11
Cumulative effect of accounting change, net of taxCumulative effect of accounting change, net of tax     $0.04  $ $
 
 
 
 
  
 
Diluted earnings (loss) per share after accounting changeDiluted earnings (loss) per share after accounting change $0.09 $0.17 $0.30 $(0.26) $(0.02)$0.11
 
 
 
 
  
 

        Options to purchase approximately 45 million shares of common stock were outstanding as of June 29, 2002 and June 30, 2001 that were not included in the computation of diluted earnings per share for the quarters then ended because the options' exercise prices were greater than the average market prices of the Company's common stock during these quarters, and therefore, the effect would have been antidilutive.

        At June 30, 2001,December 28, 2002, the Company had outstanding options to purchase approximately 97.1109.4 million shares of its common stock outstanding, all of which were excluded from the computation of diluted loss per share for the nine-month period then endedfirst quarter of 2003 because the effect would have been antidilutive.


Note 3—Consolidated Financial Statement Details (in millions)

Inventories

 
 6/29/02
 9/29/01
Purchased parts $4 $1
Work in process  2  
Finished goods  28  10
  
 
Total inventories $34 $11
  
 

7


Property, Plant, and Equipment

 
 6/29/02
 9/29/01
 
Land and buildings $341 $337 
Machinery and equipment  185  182 
Office furniture and equipment  66  63 
Internal-use software  136  156 
Leasehold improvements  242  186 
  
 
 
   970  924 
  
 
 

Accumulated depreciation and amortization

 

 

(381

)

 

(360

)
  
 
 
Total net property, plant, and equipment $589 $564 
  
 
 

Accrued Expenses

 
 6/29/02
 9/29/01
Accrued compensation and employee benefits $122 $88
Accrued marketing and distribution  155  131
Deferred revenue  222  184
Accrued warranty and related costs  69  87
Other current liabilities  246  227
  
 
Total accrued expenses $814 $717
  
 

Interest and Other Income, Net

 
 Three Months Ended
 Nine Months Ended
 
 
 6/29/02
 6/30/01
 6/29/02
 6/30/01
 
Interest income $29 $51 $95 $175 
Interest expense  (2) (4) (9) (14)
Other income, net  (1) (2) 1  16 
  
 
 
 
 
Interest and other income, net $26 $45 $87 $177 
  
 
 
 
 

Inventory Prepayment

        In April 2002, the Company made a $100 Options to purchase approximately 58.4 million prepayment to an Asian supplier for the purchaseshares of components over the following nine months. In return for this deposit, the supplier agreed to supply the Company with a specified level of componentscommon stock that were outstanding at December 29, 2001, were not included in the three consecutive fiscal quarters ending December 28, 2002. If the supplier fails to supply the agreed upon levelcomputation of components in any of those three fiscal quarters, the Company may cancel the arrangement and receive the amount of the prepayment not utilized plus a penalty. Approximately $83 million of this deposit remained unused as of June 29, 2002, and is reflected in the condensed consolidated balance sheets in other current assets. The amount of the prepayment not utilized by the Company on or before December 31, 2002, is refundable to the Company by January 31, 2003.

        Although the supplier's existing debt is unrated, its public debt pricing is consistent with other BBB rated companies. The deposit is unsecured and has no stated interest component. The Company is imputing an amount to cost of sales and interest income during each period the deposit is outstanding at an appropriate market interest rate to reflect the economics of this transaction. In light

8



of the supplier's implied debt rating and because the Company's prepayment is unsecured, non-performance by and/or economic deterioration of the supplier could place all or some of the Company's deposit at risk.

Capitalized Software Development Costs

        Generally, the Company expenses research and development costs as they are incurred. However, development costs of computer software to be sold, leased or otherwise marketed are subject to capitalization beginning when a product's technological feasibility has been established and ending when a product is availablediluted earnings per share for general release to customers. In almost all instances, the Company's products are released soon after technological feasibility has been established. Therefore, costs incurred subsequent to achieving technological feasibility are usually not significant, and historically most software development costs have been expensed. However, during 2001 the Company incurred substantial development costs associated with the initial release of Mac OS X® operating system subsequent to release of a public beta version of the product and prior to release of the final product version. As a result, during 2001, the Company capitalized approximately $5.4 million of development costs associated with development of Mac OS X. Related amortization is being recognized on a straight-line basis over the estimated 8 year useful life of the asset.

        During the third quarter of 2002, the Company incurred substantial development costs associated with the upgrade of Mac OS X version 10.2 (code named "Jaguar") subsequent to achievement of technological feasibility as evidenced by public demonstration and release of a developer beta version of the software in May 2002. Therefore, during the third quarter of 2002, the Company capitalized approximately $9.1 million of development costs associated with development of Jaguar and anticipates capitalizing additional development costs during the fourth quarter. Amortization of this asset will be recognized on a straight-line basis over 3 years upon completion and release of the final version of Jaguar, which is planned for the fourth quarter of 2002.

        During 2002, the Company also capitalized certain costs related to development of its new PowerSchool® enterprise student information system. Capitalization, which began in the first quarter of 2002 amounted to approximately $6 million duringbecause the first nine months of fiscal 2002. The enterprise student information system is expected to be completed and released in the fourth quarter of 2002. Amortization of this asset will be recognized on a straight-line basis over 3 years.

        All capitalized software development costs and related accumulated amortization are reflected in the condensed consolidated balance sheets in other assets.


Note 4—Financial Instruments

Short-Term Investments

        All highly liquid investments with maturities of three months or less are classified as cash equivalents; highly liquid investments with maturitiesoptions' exercise price was greater than three months are classified as short-term investments. Approximately $942 million and $313 millionthe average market price of the Company's investment portfolio classified as short-term investments was in government agency securities and high investment grade corporate debt with underlying maturities ranging from 1 to 5 years as of the end of the third quarter of 2002 and the end of fiscal 2001, respectively. The remainder of the Company's short-term investments had underlying maturities between 3 and 12 months.

Non-Current Debt and Equity Investments and Related Gains

        The Company has held significant investments in ARM Holdings plc (ARM), Samsung Electronics Co., Ltd. (Samsung), Akamai Technologies, Inc. (Akamai) and EarthLink Network, Inc. (EarthLink). The combined fair value of these investments was $48 million and $128 million as of June 29, 2002 and

9



September 29, 2001, respectively. The Company believes it is likely there will continue to be significant fluctuations in the fair value of these investments in the future.

        These investments are reflected in the condensed consolidated balance sheets in 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 Company recognizes an impairment charge to earnings when it judges such investments have experienced a decline in value below cost basis that is other-than-temporary. The Company includes recognized gains and losses resulting from the sale or from other-than-temporary declines in fair value associated with such investments in other income and expense.

        The market values of the Company's investments in EarthLink and Akamai at June 29, 2002, were approximately $36 million and $5 million below their cost bases, respectively. Based on the relatively short time these investments' cost bases have exceeded their fair value and the financial condition and near-term prospects of both EarthLink and Akamai, the Company currently believes these declines in fair value to be temporary. However, should the fair value of these investments remain below the Company's cost bases and/or the financial condition or prospects of EarthLink or Akamai deteriorate, the Company may determine in a future period that this decline in fair value is other-than-temporary, requiring an impairment loss be recognized in the period such a determination is made.

        During the first quarter of 2002, the Company sold 4.7 million shares of ARM stock for both net proceeds and a gain before taxes of $21 million. During the first quarter of 2002, the Company also sold 250,000 shares of Akamai and 117,000 shares of EarthLink stock for net proceeds of approximately $2 million each and a gain before taxes of $710,000 and $223,000, respectively. No sales of the Company's non-current debt and equity investments were made in either the second or the third quarter of 2002.

        During the first, second, and third quarters of fiscal 2001, the Company recognized gains on sale of shares of its investment in ARM of $35 million, $127 million, and $12 million, respectively. During the first quarter of 2001, the Company recognized a gain of $36 million on sale of shares of its investments in Akamai. As of the end of the second quarter of 2001, the Company determined that the decline in the fair value of its investment in EarthLink was other-than-temporary. As a result, the Company recognized a $114 million charge to earnings to write down the basis of its investment in EarthLink to $86 million. Also during the second quarter of fiscal 2001, the Company determined that the decline in fair value of certain of its strategic investments in privately held companies was other-than-temporary and, accordingly, recognized a charge to earnings of approximately $8 million.

Samsung

        During the fourth quarter of 1999, the Company invested $100 million in Samsung to assist in the further expansion of Samsung's TFT-LCD flat-panel display production capacity. The investment was in the form of three year unsecured bonds, which were convertible into approximately 550,000 shares of Samsung common stock beginning in July 2000. The bonds carried an annual coupon rate of 2%during this period, and paid a total yield to maturity of 5% if redeemed at their maturity.

        Prior to its sale,therefore, the Company had categorized its investment in Samsung as available-for-sale requiring that iteffect would 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 in the first quarter of 2001, the Company was required to account for the conversion option embedded in the Samsung bonds separately from the related debt. The conversion feature was carried at fair value with any changes in fair value recognized in earnings in the period in which they occurred. Included in the $17 million gross SFAS No. 133 transition adjustment recorded in earnings during the

10



first quarter of fiscal 2001 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 to fair value as of December 30, 2000, the Company recognized an unrealized loss of approximately $13 million during the first quarter of 2001. During the second quarter of 2001, the Company sold this investment for book value, including accrued interest, receiving net proceeds of approximately $117 million.antidilutive.

Other Strategic Investments

        The Company has additional minority debt and equity investments in privately held technology companies with a book value of approximately $15 million and $18 million as of June 29, 2002, and September 29, 2001, respectively. These investments, which are reflected in the condensed consolidated balance sheets in other assets, are inherently risky because the products and/or markets of these companies are typically not fully developed.

Derivative Financial Instruments

        The Company uses derivatives to partially offset its business exposure to foreign exchange and interest rate risk. Foreign currency forward and option contracts are used to offset the foreign exchange risk on certain existing assets and liabilities and to hedge the foreign exchange risk on expected future cash flows on certain forecasted 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 records all derivatives on the balance sheet at fair value. As of the end of the third quarter of 2002, the general nature of the Company's risk management activities and the general nature and mix of the Company's derivative financial instruments have not changed materially from the end of fiscal 2001.

Foreign Exchange Risk Management

        The Company enters into foreign currency forward and option contracts with financial institutions primarily to protect against foreign exchange risk associated with existing assets and liabilities, certain firmly committed transactions and certain probable but not firmly committed transactions. Generally, the Company's practice is to hedge a majority of its existing material foreign exchange exposure associated with existing assets and liabilities and firmly committed transactions, and to hedge a significant portion of its foreign exchange exposure from probable but not firmly committed transactions associated with expected future cash flows on certain forecasted foreign currency revenues and cost of sales expected to occur over the following three to nine months.

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 does not hold or transact in such financial instruments for purposes other than risk management.

        Due to prevailing market conditions, lower interest rates, and uncertainties related to the timing and depth of an economic recovery, the Company entered into interest rate swap agreements in January and February 2002 to convert its $300 million of fixed rate debt to a floating rate based on 6 month LIBOR.


Accounting for Derivative Financial Instruments

        On October 1, 2000, the Company adopted 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 other comprehensive income of approximately $12 million, substantially all of which was reclassified to earnings by the end of the second quarter of fiscal 2001.

        As of June 29, 2002 the Company had a net deferred loss associated with cash flow hedges of approximately $29 million, net of taxes, substantially all of which is expected to be reclassified to earnings by the end of the first quarter of fiscal 2003.

        The following table summarizes activity in other comprehensive income related to derivatives, net of taxes, held by the Company during the three and nine month periods ended June 29, 2002 and June 30, 2001, respectively (in millions):

 
 Three Months Ended
 Nine Months Ended
 
 
 6/29/02
 6/30/01
 6/29/02
 6/30/01
 
Cumulative effect of adopting SFAS No. 133 $ $ $ $12 
Changes in fair value of derivatives  (31) 18  (1) 53 
Reclassification adjustment for deferred derivative gains and losses included in net income  (15) (16) (32) (34)
  
 
 
 
 
Change in unrealized derivative gain (loss) $(46)$2 $(33)$31 
  
 
 
 
 


Note 5—Shareholders' Equity

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. No shares were repurchased during the first nine months of fiscal 2002. Since inception of the repurchase plan, the Company has repurchased or committed to repurchase a total of 6.55 million shares of its common stock at a cost of $217 million.

Comprehensive Income

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

12



        The following table summarizes components of total comprehensive income (loss), net of taxes, during the three and nine month periods ended June 29, 2002 and June 30, 2001, respectively (in millions):

 
 For the Three Months
Ended

 For the Nine Months
Ended

 
 
 6/29/02
 6/30/01
 6/29/02
 6/30/01
 
Net income (loss) $32 $61 $110 $(91)
Other comprehensive income:             
 Change in unrealized derivative gain (loss)  (46) 2  (33) 31 
 Change in accumulated translation adjustment  11  (2) 7  (6)
 Unrealized gains (losses) on investments  (7) 5  (39) (183)
 Reclassification adjustment for investment gains included in net income    (8) (17) (83)
  
 
 
 
 
Total comprehensive income (loss) $(10)$58 $28 $(332)
  
 
 
 
 

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

 
 6/29/02
 9/29/01
 
Unrealized gain (loss) on available-for-sale securities $(26)$30 
Unrealized gain (loss) on derivative investments  (29) 4 
Cumulative translation adjustments  (49) (56)
  
 
 
Accumulated other comprehensive income (loss) $(104)$(22)
  
 
 


Note 6—Goodwill and Other Intangible Assets

        The Company adopted SFAS No. 142,Goodwill and Other Intangible Assets, in the first quarter of fiscal 2002. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. SFAS No. 142 also requires that intangible assets with definite lives be amortized over their estimated useful lives and reviewed for impairment in accordance with SFAS No. 144,Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of.

        The Company established reporting units based on its current reporting structure. For purposes of testing goodwill for impairment, goodwill has been allocated to these reporting units to the extent it relates to each reporting unit. The Company completed the first step of the transitional goodwill impairment test and has determined that no potential impairment existed. As a result, the Company recognized no transitional impairment loss in the first quarter of 2002 in connection with the adoption of SFAS No. 142. The Company will evaluate goodwill for impairment on an annual basis each September and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable from its estimated future cash flow.

13



        The following table summarizes the components of gross and net intangible asset balances (in millions):

 
 June 29, 2002
 September 29, 2001
 
 Gross
Carrying
Amount

 Accumulated
Amortization

 Net
Carrying
Amount

 Gross
Carrying
Amount

 Accumulated
Amortization

 Net
Carrying
Amount

Goodwill $121 $(55)$66 $121 $(55)$66
Other intangible assets  5  (4) 1  5  (4) 1
Acquired technology  38  (6) 32  12  (3) 9
  
 
 
 
 
 
Total acquired intangible assets $164 $(65)$99 $138 $(62)$76
  
 
 
 
 
 

        Expected annual amortization expense related to acquired technology and other intangible assets is as follows (in millions):

Fiscal Years:   
 2002 $6
 2003  8
 2004  6
 2005  4
 Thereafter  9
  
Total expected annual amortization expense $33
  

        Amortization expense related to intangible assets is as follows (in millions):

 
 For the Three Months Ended
 For the Nine Months Ended
 
 6/29/02
 6/30/01
 6/29/02
 6/30/01
Goodwill amortization $ $3 $ $12
Other intangible assets amortization    1    3
Acquired technology amortization  1  1  3  2
  
 
 
 
Total amortization $1 $5 $3 $17
  
 
 
 

        Net income (loss) and net income (loss) per share adjusted to exclude amortization of goodwill in 2001 fiscal periods follows (in millions, except per share amounts):

 
 For the Three Months Ended
 For the Nine Months Ended
 
 
 6/29/02
 6/30/01
 6/29/02
 6/30/01
 
Net income (loss), as reported $32 $61 $110 $(91)
Add: goodwill amortization $ $3 $ $12 
  
 
 
 
 
Net income (loss), as adjusted $32 $64 $110 $(79)

Basic earnings (loss) per share, as reported

 

$

0.09

 

$

0.17

 

$

0.31

 

$

(0.26

)
Add: goodwill amortization $ $0.01 $ $0.03 
  
 
 
 
 
Basic earnings (loss) per share, as adjusted $0.09 $0.18 $0.31 $(0.23)

Diluted earnings (loss) per share, as reported

 

$

0.09

 

$

0.17

 

$

0.30

 

$

(0.26

)
Add: goodwill amortization $ $0.01 $ $0.03 
  
 
 
 
 
Diluted earnings (loss) per share, as adjusted $0.09 $0.18 $0.30 $(0.23)

14



Note 7—Acquisitions

        In February 2002, the Company acquired certain assets of Nothing Real, LLC (Nothing Real), a privately-held company that develops and markets high performance tools designed for the digital image creation market, for $15 million in cash. This acquisition has been accounted for as a purchase. The Company has allocated approximately $7 million of the purchase price to acquired technology, which will be amortized on a straight-line basis over its estimated life of 5 years. The remaining $8 million, which has been identified as contingent consideration rather than recorded as an additional component of the cost of the acquired assets, will be allocated to future compensation expense in the appropriate periods over the next 3 years.

        During the third quarter of 2002, the Company acquired certain assets of Zayante, Inc., Prismo Graphics, and Silicon Grail Corporation for a total of $21 million in cash. These acquisitions have been accounted for as asset acquisitions. The purchase price for these acquisitions, except for $1 million identified as contingent consideration which will be allocated to compensation expense over the next 3 years, has been allocated to acquired technology and will be amortized on a straight-line basis over 3 years, except for certain assets acquired from Zayante associated with patent royalty streams that will be amortized over 10 years.

        On June 30, 2002, the Company acquired Emagic, GmbH, a provider of professional solutions for computer-based music production, for approximately $30 million in cash. This acquisition will be accounted for as a purchase and recorded in the fourth quarter of 2002.


Note 8—Restructuring Action

        During the first quarter of 2002, the Company's management approved and initiated a restructuring plan designed to eliminate certain activities and better align its operating expenses with existing general economic conditions and to partially offset the cost of continuing investments in new product development and investments in the Company's Retail operating segment. Accordingly, the Company recognized a restructuring charge of approximately $24 million during the first quarter of 2002. The restructuring plan includes significant changes in the Company's information systems strategy resulting in termination of equipment leases and cancellation of existing projects and activities. The restructuring plan will result in the elimination of approximately 425 positions worldwide, 400 of which were eliminated by June 29, 2002. Positions were eliminated primarily in the Company's operations, information systems, and administrative functions.

        Of the original $24 million restructuring charge made during the first quarter of 2002, the Company utilized $9 million during that same quarter. Of the $15 million remaining accrual at the end of the first quarter, the Company spent $12 million during the second quarter and made a downward adjustment of approximately $250,000 to the restructuring accrual due to lower actual costs than originally estimated for certain lease commitments and severance benefits. The Company currently anticipates that substantially all of the remaining $2 million accrual, except amounts accrued for future operating lease payments, will be spent by the end of its fiscal 2002.

15



        The following table summarizes activity associated with the restructuring plan through June 29, 2002 (in millions):

 
 Employee
severance
benefits

 Asset
impairments

 Lease and
contract
cancellations

 Totals
 
Q1'02 Total Charge $8 4 12 $24 
 Q1'02 Spending $(5)  $(5)
 Q1'02 Non-Cash Charges $ (4) $(4)
  
 
 
 
 
Accrual at 12/29/01 $3  12 $15 
 Q2'02 Spending $(1) (11)$(12)
  
 
 
 
 
Accrual at 3/30/02 $2  1 $3 
 Q3'02 Spending $(1)  $(1)
  
 
 
 
 
Accrual at 6/29/02 $1  1 $2 
  
 
 
 
 


Note 9—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, Japan, and Retail. The Americas segment includes both North and South America, except for the activities of the Company's Retail segment. The Europe segment includes European countries as well as the Middle East and Africa. The Japan segment includes only Japan. The Retail segment operates Apple-owned retail stores in the United States. Other operating segments include Asia-Pacific, which includes Australia and Asia except for Japan, and the Company's subsidiary, Filemaker, Inc. Each reportable geographic operating segment provides similar products and services.

        The Company evaluates the performance of its operating segments based on net sales and operating income. Net sales for geographic segments are based on the location of the customers. Operating income for each segment includes revenue from third-parties, cost of sales, and operating expenses directly attributable to the segment. Operating income for each segment excludes other income and expense and certain expenses that are managed outside the operating segments. Costs excluded from segment operating income include various corporate expenses, manufacturing costs not included in standard costs, income taxes, and various nonrecurring charges. Corporate expenses include research and development, corporate marketing expenses, and other separately managed general and administrative expenses including certain corporate expenses associated with support of the Retail segment.

        Operating income for all segments except Retail includes cost of sales at standard cost. Manufacturing expenses and related adjustments not included in segment cost of sales, including variances between standard and actual manufacturing costs, warranty costs, and freight costs, and the mark-up above standard cost for product supplied to the Retail segment, are included in corporate expenses. To assess the operating performance of the Retail segment, cost of sales for this segment includes a mark-up above standard cost to approximate the price normally charged to the Company's major channel partners in the United States. For the nine month period ended June 29, 2002, this resulted in the recognition of additional cost of sales above standard cost by the Retail segment and an offsetting benefit to corporate expenses of approximately $32 million.

        The Retail segment includes in its net sales a commission from the sale of the Company's extended warranty and support contracts. This treatment is consistent with commissions paid to the Company's major channel partners in the United States. Because the revenue from these contracts has yet to be earned by the Company, an offset to this commission is reflected in other segments' net sales. For the nine-month period ended June 29, 2002, this resulted in the recognition of additional net sales

16



by the Retail segment, and an offsetting reduction to other segments' net sales of approximately $1.5 million.

        Summary information by operating segment follows (in millions):

 
 Three Months Ended
 Nine Months Ended
 
 
 6/29/02
 6/30/01
 6/29/02
 6/30/01
 
Americas:             
 Net sales $808 $843 $2,225 $2,123 
 Operating income $77 $82 $187 $60 

Europe:

 

 

 

 

 

 

 

 

 

 

 

 

 
 Net sales $275 $275 $1,003 $956 
 Operating income $23 $23 $114 $46 

Japan:

 

 

 

 

 

 

 

 

 

 

 

 

 
 Net sales $168 $244 $578 $542 
 Operating income $35 $53 $120 $62 

Retail:

 

 

 

 

 

 

 

 

 

 

 

 

 
 Net sales $63 $5 $181 $5 
 Operating loss $(6)$(11)$(18)$(11)

Other segments:

 

 

 

 

 

 

 

 

 

 

 

 

 
 Net sales $115 $108 $312 $287 
 Operating income $24 $20 $66 $46 

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

 
 Three Months Ended
 Nine Months Ended
 
 
 6/29/02
 6/30/01
 6/29/02
 6/30/01
 
Segment operating income $153 $167 $469 $203 
Corporate expenses, net  (140) (125) (408) (589)
Purchased in-process R&D    (11)   (11)
Restructuring costs      (24)  
  
 
 
 
 
 Total operating income (loss) $13 $31 $37 $(397)
  
 
 
 
 


Note 10—Commitments and Contingencies

Lease Commitments

        The Company leases various equipment and facilities, including retail space, under noncancelable operating lease arrangements. The Company does not currently utilize any other off-balance-sheet financing arrangements. The major facility leases are for terms of 5 to 10 years and generally provide renewal options for terms of 3 to 5 additional years. Leases for retail space are for terms of 5 to 12 years and often contain multi-year renewal options. As of September 29, 2001, the Company's total future minimum lease payments under noncancelable operating leases were $431 million, of which $163 million related to leases for retail space. As of June 29, 2002, total future minimum lease payments related to leases for retail space increased to $182 million.

17



Contingencies

        Beginning on September 27, 2001, three shareholder class action lawsuits were filed in the United States District Court for the Northern District of California against the Company and its Chief Executive Officer. The lawsuits are essentially identical and purport to bring suit on behalf of those who purchased the Company's publicly traded common stock between July 19, 2000, and September 28, 2000. The complaints allege violations of the 1934 Securities Act and seek unspecified compensatory damages and other relief. The Company believes these claims are without merit and intends to defend them vigorously.

        The Company is subject to certain other legal proceedings and claims that have arisen in the ordinary course of business and 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 current legal proceedings and claims that would have a material adverse effect on its financial condition, liquidity or results of operations.

        The parliament of the European Union is working on finalizing the Waste Electrical and Electronic Equipment Directive (the Directive). The Directive makes manufacturers of electrical goods, including personal computers, financially responsible for the collection, recycling, and safe disposal of past and future products. The Directive must now be approved and implemented by individual European Union governments by 2005. The Company's potential liability resulting from the Directive related to past sales of its products and expenses associated with future sales of its product may be substantial. However, because it is likely that specific laws, regulations, and enforcement policies will vary significantly between individual European member states, it is not currently possible to estimate the Company's existing liability or future expenses resulting from the Directive. As the European Union and its individual member states clarify specific requirements and policies with respect to the Directive, the Company will continue to assess its potential financial impact.

        On February 15, 2001, the Internal Revenue Service (IRS) proposed adjustments to the Company's federal income tax returns for the years 1995 through 1997. The Company disagrees with most of the proposed adjustments and is contesting them through the IRS Appeals Office. Substantially all IRS audit issues for years prior to 1995 have been resolved. Management believes that adequate provision has been made for any adjustments that may result from tax examinations.


Note 11—Related Party Transactions

        Mr. Jerome York, a member of the Board of the Directors of the Company, is a member of an investment group that purchased MicroWarehouse, Inc. ("MicroWarehouse") in January 2000. He also serves as its Chairman, President and Chief Executive Officer. MicroWarehouse is a multi-billion dollar specialty catalog and online retailer and direct marketer of computer products, including products made by the Company, through its MacWarehouse catalogue. MicroWarehouse accounted for 2.89%3.2% of net sales in the first quarter of fiscal 2003 and 3.3% of the Company's net sales in fiscal 2001 and 3.73% for the nine-month period ended June 29, 2002. Trade receivables from MicroWarehouse were $7.6$23.7 million and $27.1$20.9 million as of December 28, 2002, and September 29,28, 2002, respectively. In addition, the Company purchases miscellaneous equipment and supplies from MicroWarehouse. Total purchases amounted to approximately $834,000 in the first quarter of 2003 and $2.9 million in fiscal 2002.

        In March 2002, the Company entered into a Reimbursement Agreement with its Chief Executive Officer, Mr. Steven P. Jobs, for the reimbursement of expenses incurred by Mr. Jobs in the operation of his private plane when used for Apple business. The Reimbursement Agreement is effective for expenses incurred by Mr. Jobs for Apple business purposes since he took delivery of the plane in May 2001. During the first quarter of 2003, the Company recognized a total of $84,000 in expenses pursuant to this reimbursement agreement. During fiscal 2002, the Company recognized a total of $1,168,000 in expenses pursuant to this reimbursement agreement related to expenses incurred by Mr. Jobs during 2001 and June 29, 2002, respectively.2002.

1820



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 thatThat May Affect Future Results and Financial Condition" below. The following discussion should be read in conjunction with the 20012002 Form 10-K for the fiscal year ended September 29, 2001, 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.

Available Information

        Beginning in fiscal 2003, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available on our website at www.apple.com, when such reports are available on the Securities and Exchange Commission website. The contents of this website are not incorporated into this filing. Further, our reference to the URL for this website is intended to be an inactive textual reference only.

Critical Accounting Policies

        The preparation of financial statements and related disclosures in conformity with generally accepted accounting principles and the Company's discussion and analysis of its financial condition and results of operations requires the Company's management to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. Note 1 of the Notes to Consolidated Financial Statements in the Company's 20012002 Form 10-K describes the significant accounting policies and methods used in the preparation of the Company's consolidated financial statements. Management bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates.

        Management believes the followingCompany's critical accounting policies are those related to revenue recognition, allowance for doubtful accounts, inventory valuation and exposures related to inventory purchase commitments, valuation of long-lived assets including acquired intangibles, and valuation of non-current debt and equity investments. Management believes these policies to be critical accounting policies. That is,because they are both important to the portrayal of the Company's financial condition and results, and they require management to make judgments and estimates about matters that are inherently uncertain.

Revenue Recognition

        The Company recognizes revenue pursuant to applicable Additional information about these critical accounting standards, including Statement of Position (SOP) No. 97-2,Software Revenue Recognition, as amended, and Securities and Exchange Commission Staff Accounting Bulletin (SAB) No. 101,Revenue Recognition in Financial Statements. SAB 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 recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and collectibility is probable. Product is considered delivered to the customer once it has been shipped, and title and risk of loss have been transferred. For online sales to individuals, for certain sales to resellers, and for some sales to education customers in the United States, the Company defers revenue until the product is receivedpolicies may by the customer because the Company legally retains title and/or a portion of the risk of loss on these sales during transit. For other product sales, these criteria are met by the Company at the time product is shipped. Revenue on multiple element sales arrangements is allocated to various elements based on vendor specific objective evidence of the fair value of each element of the transaction and is recognized as each element is delivered.

        The Company records reductions to revenue for price protection and for customer incentive programs, including reseller and end-user rebates and other sales programs and volume-based incentives. Future market conditions and product transitions may require the Company to increase customer incentive programs that could result in incremental reductions of revenue at the time the programs are offered. Additionally, certain customer incentive programs require management to estimate the number of customers who will actually redeem the incentive based on historical experience

19



and the specific terms and conditions of particular incentive programs. If a greater proportion of customers redeem such incentives than estimated, the Company would be required to record additional reductions to revenue.

Allowance for Doubtful Accounts

        The Company distributes its products through third-party computer resellers and directly to certain education, consumer, and commercial customers. The Company generally does not require collateral from its customers. However, when possible, the Company does attempt to limit credit risk on trade receivables through the use of flooring arrangements for selected customers with third-party financing companies and credit insurance for certain customers in Europe, Asia, and Latin America. However, considerable trade receivables that are not covered by collateral, flooring arrangements, or credit insurance are outstanding with the Company's distribution and retail channel partners.

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

Inventory Valuation and Inventory Purchase Commitments

        The Company must order components for its products and build inventory in advance of product shipments. The Company records a write-down for inventories of components and products, including third party products held for resale, which have become obsolete or are in excess of anticipated demand or net realizable value. The Company performs a detailed review of inventory each period that considers multiple factors including demand forecasts, product lifecycle status, product development plans, and component cost trends. The personal computer industry is subject to a rapid and unpredictable pace of product and component obsolescence. If future demand or market conditions for the Company's products are less favorable than forecasted or if unforeseen technological changes negatively impact the utility of component inventory, the Company may be required to record additional write-downs negatively affecting gross margins in the period the write-downs are made.

        The Company accrues necessary reserves for cancellation fees related to component orders that have been canceled. Components are normally acquired through purchase orders typically covering the Company's requirements for periods from 30 to 130 days. If there is an abrupt and substantial decline in demand for one or more of the Company's products or an unanticipated change in technological requirements for any of the Company's products, the Company may be required to record additional reserves for cancellation fees, negatively affecting gross margins in the period the cancellations fees are identified.

Valuation of Long-Lived Assets Including Acquired Intangibles

        The Company reviews property, plant, and equipment and certain identifiable intangible assets for impairment whenever events or changes in circumstances indicate the carrying amount of such an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amount to future undiscounted cash flows the assets are expected to generate. If such assets are

20



considered to be impaired, the impairment to be recognized in earnings equals the amount by which the carrying value of the assets exceeds their fair market value. Although the Company has recognized no material impairment adjustments related to its property, plant, and equipment or identifiable intangibles over the past three fiscal years, except those made in conjunction with restructuring actions, deteriorationfound in the Company's business2002 Form 10-K in Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations," under the heading "Critical Accounting Policies."

Hardware Products Update

PowerBook®

        In January 2003, the Company introduced two new PowerBook models. The 17-inch PowerBook G4 features a 17-inch active-matrix display, is encased in a geographic region or business segment in the future, including deterioration in the performance of individual retail stores, could leaddurable aluminum alloy enclosure, is 1-inch thick, and weighs as little as 6.8 pounds. The new 17-inch PowerBook G4 also features built-in support for AirPort® Extreme 54 Mbps 802.11g wireless networking, new high-speed FireWire® 800, a backlit keyboard with ambient light sensors, and built-in Bluetooth for wirelessly connecting to such impairment adjustments in the future periods in which such business issues are identified.

cell phones and other Bluetooth equipped peripherals. The Company adopted SFAS No. 142,Goodwill and Other Intangible Assets, in the first quarter of fiscal 2002. As12-inch PowerBook G4 features a result, the Company no longer amortizes goodwill but continues to amortize other acquisition-related intangibles and costs. The Company completed the first step of the transitional goodwill impairment test in the first quarter of fiscal 2002 and determined that no potential impairment existed. Therefore, the Company recognized no transitional impairment loss in connection with the adoption of SFAS 142. The Company will perform a similar review of goodwill valuation annually, or earlier if indicators of potential impairment exist. If for any reason the value of the Company or certain of its business segments declines in the future, the Company may incur charges for impairment of goodwill.

        Additionally, in response to changes in the personal computer industry and changes in global or regional economic conditions, the Company may strategically realign its resources and consider restructuring, disposing of, or otherwise exiting businesses, which could result in an impairment of property, plant, and equipment, identifiable intangibles, or goodwill.

Valuation of Non-Current Debt and Equity Investments

        The Company has held significant investments in certain debt and equity securities. These investments, which are reflected in the condensed consolidated balance sheets as non-current debt and equity investments, 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 Company recognizes an impairment charge to earnings when it is judged an investment has experienced a decline in value that is other-than-temporary. Various factors are considered in determining whether a decline in value is other-than-temporary, including the length of time and extent to which the investment's market value has been less than its cost basis, the financial condition and near-term prospects of the issuer, and the Company's intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.

        The Company's non-current debt and equity investments are in public companies whose security prices are subject to significant volatility. The fair value of two of these investments is less than the Company's cost basis by a combined total of approximately $41 million as of June 29, 2002. The Company currently believes these declines in fair value to be temporary based on the relatively short time these investments' cost bases has exceeded their fair value and the financial condition and near-term prospects of both companies. However, should the fair value of these investments remain below the Company's cost bases and/or the financial condition or prospects of either company deteriorate, the Company may determine12-inch, active-matrix display housed in a future period that this decline in fair value is other-than-temporary, requiring an impairment loss be recognized in the period such a determination is made. Additional information regarding these investments and potential charges related to their impairment may be found below under the caption "Valuation of Non-Current Investments."

        The Company has additional minority debt and equity investments in privately held technology companies. These investments, which are reflected in the consolidated balance sheets in other assets and carried at historical cost, are inherently risky because the products and/or markets of these companies are typically not fully developed. Any future declines in the fair value of these investmentslightweight, durable aluminum alloy enclosure weighing approximately 4.6 pounds.

21



below the Company's cost basis judgedThe 12-inch PowerBook G4 features a high-speed PowerPC G4 processor, NVIDIA graphics, built-in Bluetooth wireless networking, and battery life of up to be other-than-temporary will result infive hours on a charge in other income and expense in the period that judgment is made.

Business Updatesingle charge.

HardwarePower Mac®

        In January 2003, the Company announced a refresh of its Power Macintosh® line of professional desktop systems. The new line is priced significantly lower than the models it replaces and features faster processors, FireWire 800, and internal support for 54Mbps AirPort Extreme and Bluetooth wireless networking.

Peripheral Products

        During the third quarter of 2002,In January 2003, the Company introduced and shipped Xserve™, a 1U rack-mount server designed for simple set up and remote management. Xserve was designed for I/O intensive applications such as digital video, high-resolution digital imagery, and large scientific databases. Xserve delivers high-speed networking, 15 gigaflops of computational power, and almost a half terabyte of hot-plug storage. Server Admin, a new services monitoring and remote management tool, allows administrators to easily set up and manage all key Mac OS X Server network services remotely. Server Monitor, a new hardware monitoring tool, allows system administrators to remotely monitor one or many servers. The Company is offering a choice of services and support programs including 4-hour onsite response, 24x7 technical support, AppleCare® Service Parts Kits and AppleCare Professional SupportLine and Tools program.

        In April 2002, the Companyalso introduced the eMac™, a new Macintosh® desktop system designed specifically for the Company's education customers. The eMac was made available to consumers in June 2002. The eMac features a PowerPC™ G4 processor, a high resolution 17-inch flat cathode ray tube (CRT) display, and preserves the all-in-one compact design of the original iMac® favored by many of the Company's education customers.

        In March 2002, the Company introduced the new20-inch Apple Cinema Display® and instituted significant price reductions on its 23-inch Cinema HD Display™, an all-digital 23-inch flat panel display with 1920 × 1200 pixel resolution. This displayDisplay and its 17-inch Apple Studio Display®. The new 20-inch Apple Cinema Display features an active-matrix, liquid crystal display (LCD) that incorporates a pure digital interface to deliver superior image quality. At less than two inches thick, the wide format design allows users to easily view a full 11-inch by 17-inch two-page spread or a complex illustration, making it a powerful tool for the Company's creative or technical professionals.interface.

Software Products and Computer Technologies Update

        In January 2002,2003, the Company introducedannounced a number of new software products and upgrades to existing software products.

Final Cut®Express

        Final Cut Express is a new iMac with an innovative industrial designproduct based on Apple's award-winning Final Cut Pro®. Final Cut Express enables small business users, educators, students and advanced hobbyists to perform professional-quality digital video editing. Final Cut Express includes key features used by video editors such as the same interface and workflow as Final Cut Pro, powerful video editing tools, hundreds of special effects, and easy delivery of output to DVD, the Internet, or tape.

Keynote

        Keynote is the Company's new presentation software that incorporates an adjustable 15-inch LCD flat panel displaygives users the ability to create high-quality presentations. Designed to be easy to use, Keynote includes professionally designed themes, advanced typography, professional-quality image resizing, animated charts and an ultra-compact base.tables that can be created quickly, and cinematic-quality transitions. Keynote imports and exports PowerPoint, QuickTime®, and PDF files to simplify the creation and sharing of presentations.

iLife

        iLife is the Company's integrated suite of four digital lifestyle applications that features updated versions of iPhoto™, iMovie™, iTunes®, and iDVD™. The new iMac features a PowerPC G4 processor,versions of iPhoto, iMovie, iTunes, and iDVD included with iLife are integrated to allow users to easily access their digital music, photos and movies from within each application. For example, users can now select music from their iTunes library to use in their iPhoto slideshows, movies or DVD menus from directly within iPhoto 2, iMovie 3 or iDVD 3 without interrupting the creative process by having to switch back and forth between applications.

SafariPublic Beta

        Safari is the Company's new Mac OS® X compatible web browser that is capable of loading web pages more quickly than any other Macintosh-based web browser. Safari uses the advanced graphics capabilities, a SuperDrive™interface technologies underlying Mac OS X.

22



Airport®Extreme

        AirPort Extreme is the Company's next generation of Wi-Fi wireless networking technology based on one model for playing and burning custom CDs and DVDs, and includes Apple's suitethe new ultra-fast 802.11g standard. With speeds up to 54 Mbps, AirPort Extreme delivers almost five times the data rate of software for digital photography, music, and movies.today's 802.11b based products, yet is fully compatible with the millions of 802.11b Wi-Fi devices around the world. The new iMac was initially available in three configurations, all of which were shipped duringAirPort Extreme Base Stations offer 54 Mbps data rates for up to 50 users, wireless bridging to extend the range beyond just one base station, and USB printer sharing to allow multiple users to wirelessly share USB printers connected directly to the base station.

Business Outlook

        For the second quarter of 2002. The Company continues to offer two configurations of its original CRT iMac design at suggested retail prices under $1,000. In July 2002,2003, the Company introduced an updated version of its new iMac that features a 17-inch widescreen LCD flat panel display, a high-end PowerPC G4 processor,expects net sales and a SuperDrive.

        In April 2002, the Company updated its PowerBook® line of portable computers with enhanced resolution displays, faster PowerPC G4 processors, integrated Gigabit Ethernet, and an integrated Digital Visual Interface (DVI) port for analog and digital output to displays and the new generation DVI-equipped digital projectors. In January 2002, the Company announced a new 14-inch model iBook® in its consumer notebook line. Also, in May 2002, the Company updated its entire iBook line with faster processors, more powerful graphics processors, and larger hard drives.

        The Company updated its Power Macintosh® line of desktop personal computers at the end of January 2002. The new Power Macintosh models feature new system architecture, new graphics processors, and dual 1GHz PowerPC G4 processors in the most advanced model. The SuperDrive remains standard on high-end Power Macintosh systems.

        In March 2002, the Company added a 10GB model to its iPod™ line of portable digital music players. In July 2002, the Company added a 20GB model and announced that all iPod models would be

22



made available in Windows compatible versions. The newer 10GB and 20GB iPod models come with carrying cases and wired remotes and feature a solid-state touch wheel control.

Software Products and Other Services

        In July 2002, the Company announced Mac OS X version 10.2 (code named "Jaguar"), the next release of Mac OS X. Jaguar includes a new Mail application designed to manage junk mail, iChat AIM-compatible instant messenger, a system-wide Address Book, Inkwell™ handwriting recognition, improved Universal Access, an enhanced Finder, and updated versions of QuickTime® and Sherlock®. Jaguar also features accelerated graphics performance, increased compatibility with Windows networks, and a UNIX-based foundation with enhancements including FreeBSD 4.4 and GCC 3.1-based developer tools.

        At the end of January 2002, the Company made Mac OS X the default operating system on all new Macintosh systems shipped. Mac OS X has been included, along with Mac OS 9, on all of the Company's Macintosh systems shipped since May 2001. Mac OS 9 continues to be shipped on all of the Company's systems, enabling users to run Mac OS 9 applications in "Classic" mode from within Mac OS X, or booting into Mac OS 9 if they choose. Through June 2002, software developers had delivered more than 3,000 native Mac OS X software applications.

        The Company introduced iPhoto™ in January 2002. Designed exclusively for Mac OS X, iPhoto makes it easy to import, edit, save, share, and print digital photos, as well as organize and manage an entire digital photo collection containing thousands of photos. Users are able to view their photos in full-screen; cross-dissolve slide shows accompanied by their favorite music; automatically create custom web pages of their photos; email photos to friends and family; order professionally-processed prints and enlargements online; or easily create and order custom-printed, linen-covered hard bound books of their photos online.

        In July 2002, the Company launched .Mac™, a new suite of Internet services that for an annual fee provides Macintosh users with powerful Internet tools. .Mac features email service with IMAP, POP or web-based access, 100MB of Internet storage, and always-on hosting for personalized homepages and digital photo albums that can be shared in the Internet. Also included with .Mac is McAfee's Virex anti-virus software and Backup, a personal back-up solution that allows users to archive data to their Internet storage, CD, or DVD.

Business Outlook

        Net sales are expectedgross margin to be relatively flat during the fourth quarter of 2002 as compared to the thirdfirst quarter. The Company expects second quarter operating expenses to decline by approximately $5 million and interest and other income, net to decline significantly to approximately $20 million. As a result, the Company currently expects to report a slight profit before non-recurring charges for the quarter. Management believes the global personal computer market will remain weak through at least its fourth fiscal quarter, possibly longer. The Company currently anticipates recording a charge to operating expenses during the fourth quarter of between $5 million and $10 million associated with limited restructuring of certain of its operations. Additionally, should the Company determine during the fourth quarter that declines in the market value of certain of its non-current investments are other than temporary, it will be required to recognize an impairment charge to other income and expense to write-down these investments to a new cost basis. Accordingly, it is possible that the Company will report a net loss, including non-recurring charges, for the fourth quarter of fiscal 2002.

        As discussed below, the Company did not experience the seasonal uplift in demand that it typically does in the latter part of its third quarter each year. Although the Company ended its third quarter of 2002 with only a small increase in unit channel inventory as compared to the second quarter, including in-transit and channel demo units, channel inventory at the end of the third quarter was about two weeks higher than the Company's target range of 4 to 5 weeks due to lower than expected sell through in the second half of the third quarter and reduced sell through expectations for the fourth quarter.

23



The Company believes the global personal computer market will remain weak and plans to reduce channel inventory to its target range by the end of its first quarter of 2003.

        The foregoing statements concerning the Company's anticipated net sales, gross margin, operating expenses, and profitearnings for the fourthsecond quarter of 2002, the cost of potential restructuring actions during the fourth quarter, the potential for recognition of impairment charges related to non-current investments, and expectations for channel inventory levels over the next two quarters2003 are forward-looking. The Company's actual results could differ. The Company's future operating results and financial condition are dependent upon general economic conditions, market conditions within the PC 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. Additionally, the amount and timing of recognition of non-recurring charges related to restructuring actions and investment impairments are subject to some circumstances that are outside of management's control. Some of the potential risks and uncertainties that could affect the Company's future operating results and financial condition are discussed throughout this Item 2, including the discussion under the heading below "Factors That May Affect Future Results and Financial Condition," and in the 20012002 Form 10-K.

Results of Operations

        Tabular information (dollars in millions, except per share amounts):

 
 Three Months Ended
 Nine Months Ended
 
 
 6/29/02
 6/30/01
 Change
 6/29/02
 6/30/01
 Change
 
Net sales $1,429 $1,475 (3)%$4,299 $3,913 10%
 Macintosh CPU unit sales (in thousands)  808  827 (2)% 2,367  2,237 6%

Gross margin

 

$

391

 

$

434

 

(10

)%

$

1,222

 

$

798

 

53

%
 Gross margin percentage  27.4% 29.4%   28.4% 20.4%  

Research and development

 

$

106

 

$

111

 

(5

)%

$

330

 

$

314

 

5

%
 Percentage of net sales  7.4% 7.5%   7.7% 8.0%  

Selling, general and administrative

 

$

272

 

$

281

 

(3

)%

$

831

 

$

870

 

(4

)%
 Percentage of net sales  19.0% 19.1%   19.3% 22.2%  

Special charges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
 Restructuring costs $ $ NM $24 $ NM 
 Purchased in-process research and development $ $11 (100)%$ $11 (100)%

Gains on non-current investments, net

 

$


 

$

11

 

(100

)%

$

23

 

$

74

 

(69

)%

Interest and other income, net

 

$

26

 

$

45

 

(42

)%

$

87

 

$

177

 

(51

)%

Provision (benefit) for income taxes

 

$

7

 

$

26

 

(73

)%

$

37

 

$

(43

)

(186

)%
 Effective tax rate  17.9% 29.9%   25.2% 29.5%  

Net income (loss) before accounting change

 

$

32

 

$

61

 

(48

)%

$

110

 

$

(103

)

(207

)%

Effect of accounting change, net

 

$


 

$


 

NM

 

$


 

$

12

 

NM

 

Net income (loss)

 

$

32

 

$

61

 

(48

)%

$

110

 

$

(91

)

(221

)%

Basic earnings (loss) per share before accounting change

 

$

0.09

 

$

0.17

 

(47

)%

$

0.31

 

$

(0.30

)

(203

)%
Diluted earnings (loss) per share before accounting change $0.09 $0.17 (47)%$0.30 $(0.30)(203)%

Basic earnings (loss) per share after accounting change

 

$

0.09

 

$

0.17

 

(47

)%

$

0.31

 

$

(0.26

)

(219

)%
Diluted earnings (loss) per share after accounting change $0.09 $0.17 (47)%$0.30 $(0.26)(219)%

NM: Not Meaningful

2423



Net Sales

        Net sales for geographic operating segments and Macintosh unit sales by geographicoperating segment and by product follow (net sales in millions and Macintosh unit sales in thousands):

 
 Three Months Ended
 Nine Months Ended
 
 
 6/29/02
 6/30/01
 Change
 6/29/02
 6/30/01
 Change
 
Americas net sales $808 $843 (4)%$2,225 $2,123 5%
Europe net sales  275  275 0% 1,003  956 5%
Japan net sales  168  244 (31)% 578  542 7%
Retail net sales  63  5 NM  181  5 NM 
Other segments net sales  115  108 6% 312  287 9%
  
 
   
 
   
 Total net sales $1,429 $1,475 (3)%$4,299 $3,913 10%
  
 
   
 
   
Americas Macintosh unit sales  478  500 (4)% 1,261  1,236 2%
Europe Macintosh unit sales  160  152 5% 586  581 1%
Japan Macintosh unit sales  98  128 (23)% 326  296 10%
Retail Macintosh unit sales  20  2 NM  58  2 NM 
Other segments Macintosh unit sales  52  45 16% 136  122 11%
  
 
   
 
   
 Total Macintosh unit sales  808  827 (2)% 2,367  2,237 6%
  
 
   
 
   
Power Macintosh net sales $285 $415 (31)%$1,034 $1,199 (14)%
PowerBook net sales  234  261 (10)% 689  686 0%
iMac net sales  424  290 46% 1,076  841 28%
iBook net sales  217  259 (16)% 641  475 35%
Peripherals, software and other sales  269  250 8% 859  712 21%
  
 
   
 
   
 Total net sales $1,429 $1,475 (3)%$4,299 $3,913 10%
  
 
   
 
   
Power Macintosh unit sales  167  225 (26)% 590  689 (14)%
PowerBook unit sales  94  106 (11)% 299  287 4%
iMac unit sales  378  306 24% 983  915 7%
iBook unit sales  169  190 (11)% 495  346 43%
  
 
   
 
   
 Total Macintosh unit sales  808  827 (2)% 2,367  2,237 6%
  
 
   
 
   

NM: Not Meaningful

 
 Three Months Ended
  
 
 
 Yr-to-Yr
Change

 
 
 12/28/02
 12/29/01
 
Americas net sales (a) $738 $703 5%
Europe net sales  351  363 (3)%
Japan net sales  139  183 (24)%
Retail net sales  148  48 208%
Other segments net sales (a)  96  78 23%
  
 
   
 Total net sales $1,472 $1,375 7%
  
 
   

Americas Macintosh unit sales

 

 

377

 

 

382

 

(1

)%
Europe Macintosh unit sales  202  215 (6)%
Japan Macintosh unit sales  71  97 (27)%
Retail Macintosh unit sales  46  14 229%
Other segments Macintosh unit sales  47  38 24%
  
 
   
 Total Macintosh unit sales  743  746  
  
 
   

Power Macintosh net sales

 

$

292

 

$

366

 

(20

)%
PowerBook net sales  235  257 (9)%
iMac net sales  356  204 75%
iBook net sales  216  244 (11)%
Peripherals and other hardware  218  180 21%
Software and other net sales  155  124 25%
  
 
   
 Total net sales $1,472 $1,375 7%
  
 
   

Power Macintosh unit sales (b)

 

 

158

 

 

212

 

(25

)%
PowerBook unit sales  101  116 (13)%
iMac unit sales  298  233 28%
iBook unit sales  186  185  
  
 
   
 Total Macintosh unit sales  743  746  
  
 
   

Net sales per Macintosh unit sold (c)

 

$

1,479

 

$

1,436

 

3

%
  
 
   

(a)
Other Segments constitutes Asia Pacific and FileMaker. Certain amounts in the first quarter of 2002 related to recent acquisitions and Internet Services have been reclassified from Other Segments to the Americas segment to conform to the first quarter 2003 presentation.

(b)
Includes server sales.

(c)
Based on net sales associated with Macintosh units and total Macintosh units sold.

        Net sales during the thirdfirst quarter of 2002 were2003 increased $97 million or 7% from the first quarter of 2002. Several factors led to this increase. First, net sales of peripherals and other hardware rose $38 million or 21% due to significant year-over-year increases in net sales of iPod and computer accessories. Second, software and other net sales rose $31 million or 25% due primarily to increases in sales of Apple-branded and third-party software and increases in net sales associated with Internet-

24



related services. Third, net sales per Macintosh unit sold rose 3% lower than in the same period last year and 4% lower than in the previous quarter. PC industry data availabledue to a greater overall percentage of direct sales by the Company indicates weak market conditionsvia the Internet and its retail stores and a relatively higher mix of higher value products. Fourth, iMac net sales rose $152 million or 75% during the thirdfirst quarter across all major regionsof 2003 compared to the second quarter. Duringsame quarter in 2002. This increase reflects a 28% increase in unit sales of iMac and a shift in mix towards higher value iMac models, including the thirdflat panel models introduced during 2002. Fifth, the Retail segment's net sales grew to $148 million in the first quarter of 2003 from $48 million in the first quarter of 2002. While the Retail segment may divert some net sales from the Company's preexisting sales channels in the U.S., the Company experienced particular weakness in Europe and Japan and weakness inbelieves that a substantial portion of the U.S. consumer and education markets. ThirdRetail segment's net sales are incremental to the Company's total net sales. See additional comments below related to the Retail segment under the heading "Segment Operating Performance."

        Offsetting the favorable factors discussed above, the Company's net sales during the first quarter net salesof 2003 were negatively impacted by severaltwo notable factors.

First, third quarter sales of Power Macintosh and PowerBook Systems were weaker than expected. Unitunit sales of Power Macintosh systems fell 25% during the thirdfirst quarter of 2002 fell 21% from the second quarter and were 26% lower than in2003 compared to the same quarter in 2001.2002. This decline is consistent with the declining sales of Power Macintosh systems the Company has experienced during recent years. The Company continues to believe that currentweak economic conditions over the past several years are having a pronounced negative impact on its professional and creative customers and that many of these customers continue to delay upgrades of their Power Macintosh systems due to the Company's ongoing transition to Mac OS X, its new operating system, and in anticipation of certain software vendors transitioning their professionally oriented Macintosh software applications, such as QuarkXPress, to run natively in Mac OS X. Further,However, the Company did not experience the anticipated increase in Power Macintosh sales that it expected following the introduction of Adobe's PhotoShop 7 and did not fully anticipate the number

25



ofduring 2002. Additionally, many professional users who may be delaying upgrades ofhave postponed upgrading their systems until after the Jaguar releaseintroduction of Mac OS X announced forJaguar released in the fourth quarter of 2002 and the availability of QuarkXpress for Mac OS X.2002.

        Second, the personal computer industry in general, and the Company specifically, continues to see weaknessrelatively soft demand for its products. Despite an overall increase in its U.S. education channel. Total netunit sales in this channel have fallen approximately 18%of consumer oriented Macintosh systems during the first nine monthsquarter of 20022003 compared to the same period in 2001. The2002, consumer sales remain far below levels experienced in fiscal 2000 and earlier. Worsening global economic conditions over the past three years exacerbated by the economic and political uncertainties caused by terrorist activities and the associated international responses have clearly had a pronounced negative effect on the overall demand for the Company's products in virtually all of its markets. Further, growth in the overall personal computer industry has slowed due to the high market penetration of personal computers and a lengthening of consumer, creative, and business personal computer upgrade cycles. In short, the Company believes this weakness has been caused by multiple factors including some educational institutions delaying technology purchases due to concerns aboutthat expansion in the overall impact of the weaker economy on their available funding. Although the Company has taken steps, and will continue to take steps, to address weakness in the U.S. education channel, it is difficult to anticipate how this trend will affect the remainder of 2002 and to anticipate when and if this trend will reverse.

        Third, although total unit sales of iMac systems were up in the third quarter compared to both the previous quarter and the same quarter in 2001, sales of the Company's new flat panel iMac were significantly less than expected in the second half of the third quarter. This shortfall appears to be primarily the result of general weakness in consumer demand. In July 2002, the Company took several steps related to the flat panel iMac line including introduction of a 17-inch version and a reduction in prices of certain 15-inch models.

        Comparison of total net sales for the first nine months of 2002 to the same period in 2001 is not particularly meaningful. Net sales during the first quarter of 2001 were unusually low. This was attributable to several factors, including continuing deterioration in worldwide demandmarket for personal computers has for the most part stalled and rebate programsthat growth continues to await a combination of economic recovery and price cuts instituted by the Company during that quarter that cost the Company approximately $138 million. In addition, the Company implemented a plan during the first quarter of 2001 to reduce substantially by the end of the first quarter of 2001 the level of inventory in its distribution channels from the amounts at the end of fiscal 2000. 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 products during the fourth quarter of that year. The Company reduced channel inventory during the first quarter of 2001 by approximately 300,000 units. These factors contributed to the 52% year-over-year decline during the first quarter of 2001 in total Macintosh unit sales.technological advancements.

Segment Operating Performance

        The Company manages its business primarily on a geographic basis. The Company's reportable operating segments are comprised ofinclude the Americas, Europe, Japan, and Retail. The Americas segment includes both North and South America, except for the activities of the Company's Retail segment. The Europe segment includes European countries as well as the Middle East and Africa. The Japan segment includes only Japan. The Retail segment operates Apple-owned retail stores in the United States. Each reportable geographic operating segment provides similar hardware and software products and similar services. Further information regarding the Company's operating segments may be found in Item 1 of this Form 10-Q in the Notes to Condensed Consolidated Financial Statements at Note 9, "Segment Information and Geographic Data."

25



Americas

        NetAmericas net sales in the Americas segment during the thirdfirst quarter of 2002 decreased2003 increased $35 million or 4% compared to the same quarter in 2001. Some of this decline may be the result of the operation of the Company's Retail segment that was not conducting sales operations in the first half of 2001. Another factor contributing to this decline is the year-over-year decreases of 19% and 17% in net sales and unit sales, respectively, in the U.S. education channel during the third quarter of 2002. These declines are consistent with PC industry forecast data available to the Company that indicates an 18% decline in the quarter for the U.S. education market in total. As discussed above, the Company believes the primary cause for this decline is that U.S. educational institutions appear to have reduced or postponed capital

26



spending due to federal and state funding concerns and tax revenue shortfalls resulting from the weak economy.

        During the first nine months of 2002, the Americas segment net sales increased $102 million or 5% from the same period in 2001, while unit sales2002. The Americas segment saw increased 2%. The increasedemand for consumer desktop systems and for peripherals and software partially offset by declines in bothPower Macintosh net sales and unit sales from the prior year is primarilysales. The Company's U.S. education channel was relatively flat on a reflection of the unusually depressed levelyear-over-year basis both in terms of net sales experienced by the Company in the first quarter of 2001 discussed above.and Macintosh unit sales.

Europe

        Net sales in the Europe segment were $275 million in the third quarter of 2002 and 2001, and netunit sales in Europe forduring the first nine monthsquarter of 2003 fell 3% and 6% from the same period in 2002, rose $47 million or 5%respectively. Demand for professionally oriented Macintosh systems was particularly weak in Europe in the first quarter of 2003 compared to the same period in 2001. However, the Europe segment's net sales fell 25% in the third quarter of 2002 from the second quarter as a result of unanticipated economic weakness in the region. Demand was particularly weak in Europe for the Company's professionally oriented products with both Power Macintosh systems and PowerBooks experiencing sequential and year-over-year declines in unit sales. Year-to-date unit sales in Europe for 2002 reflect relatively stronger demand for consumer oriented products, particularly the new iMac and the iBook and, consistent with other geographic operating segments, softer demand for Power Macintosh products.2002.

Japan

        NetJapan's net sales in the Japan segmentwere down 24% during the thirdfirst quarter of 2002 decreased $76 million or 31% compared to2003 from the same quarter in 2001, and decreased $59 million or 26% sequentially from the second quarter of 2002.2002 while Macintosh unit sales were down 27%. Japan's net sales duringand Macintosh unit sales remain significantly below the first nine months of 2002 increased $36 million or 7% from the same periodsegment's historic levels due to current economic conditions that remain particularly negative in 2001. However, these year-to-date increases are primarily the result of the unusually depressed level of net sales experienced by the Company in the first quarter of 2001 discussed above. Year-to-date during 2002, Japan has experienced relatively strong demand for consumer oriented systems, both iMacs and iBooks, and overall weaker demand for professionally oriented Power Macintosh products.Japan.

Retail

        The Company opened two newhad 51 retail stores late duringopen at the thirdend of the first quarter of 2002, bringing the total number of open stores to 31 as of June 29, 2002. During the third quarter of 2002, the Retail segment had net sales of $63 million, a decline of 10% from the previous quarter that resulted from the overall weak climate in the U.S. consumer PC market. With an average of 30 stores open during the third quarter, the average store generated net sales at a rate of approximately $2.1 million per quarter,2003 as compared to a rate27 open stores at the end of approximately $2.5 million per quarter during the first halfquarter of 2002. The Retail segment incurred an operating loss of $6generated $148 million in net sales during the thirdfirst quarter an increase from the $4of 2003 versus $48 million loss recorded in the secondsame quarter in 2002. During the first quarter of 2002, reflecting the segment's lower net sales and the operating expense of two additional stores.

        During both the three and nine month periods ended June 29, 2002,2003, approximately 39%42% of the Retail segment's net sales came from the sale of Apple-branded and third-party peripherals and software. This compares to 19%39% for the Retail segment for all of 2002 and 20%, respectively,25% for the Company as a whole.

        The Retail segment is targeting to have approximately 50 retail stores open by the end of the current calendar year. The Company expects its Retail segment to report a loss for all of fiscal 2002 and expects the financial performance of the Retail segment to improve as the remainder of the current calendar year progresses and is targeting the segment to breakeven inwhole during the first quarter of 2003. The foregoing statements concerningWith an average of 47 stores open during the expected resultsfirst quarter of 2003, the Retail segment achieved average annualized revenue per store during the first quarter of approximately $13 million and had approximately 3.5 million visitors.

        Expansion of the Retail segment has required and will continue to require a substantial investment in fixed assets and related infrastructure, operating lease commitments, personnel, and other operating expenses. Capital expenditures associated with the targeted numberRetail segment since its inception totaled $198 million through the end of new retail stores during calendarfiscal 2002, and totaled $6 million during the averagefirst quarter of 2003. As of January 31, 2003, the Retail segment had approximately 1,000 employees and had outstanding operating lease commitments associated with retail store quarterly sales rate are forward-looking.space and related facilities of $300 million. The Company would incur substantial costs should it choose to terminate its Retail segment or close individual stores. Such costs could adversely affect the Company's results of operations and financial condition. Investment in a new business model such as the Retail segment is inherently risky, particularly in light of the significant investment involved, the current economic climate, and the fixed nature of a substantial portion of the Retail segment's future results could differ.operating expenses. Results for this segment are dependent upon

27



a number of risks and uncertainties, some of which are discussed below under the heading "Factors That May Affect Future Results and Financial Condition" and in the 2001 Form 10-K.Condition."

26



Gross Margin

        Gross margin for the third quarter ofthree months ended December 28, 2002 was 27.4% compared to 29.4% in the same quarter in 2001. This decrease from last year was due to relatively higher component costs, particularly memory and flat panel displays, and a change in total product mix towards lower-margin consumer systems. GrossDecember 29, 2001 were as follows (in millions, except gross margin was flat sequentially for the third quarter of 2002 from the second quarter. This reflects the impact of falling component prices from the second quarter to the third quarter and cost reduction efforts on the flat panel iMac offset by a shift in mix towards lower margin products.percentages):

 
 Three Months Ended
 
 
 12/28/02
 12/29/01
 
Net sales $1,472 $1,375 
Cost of sales  1,066  953 
  
 
 
Gross margin $406 $422 
  
 
 
Gross margin percentage  27.6% 30.7%

        Gross margin for the first nine monthsquarter of 2002 increased2003 was 27.6% compared to 28.4% from 20.4% during30.7% for the same periodquarter in 2001. This significant increase is the result2002. The year-over-year decline in gross margin reflects relatively aggressive pricing on several Macintosh models introduced during fiscal 2002 and a higher mix of unusually low gross margins of negative 2.1% experienced duringrelatively lower margin consumer oriented iMac and iBook systems in the first quarter of 2001. In addition to lower than normal2003 versus 2002.

        As noted above, the Company currently expects gross margin as a percent of net sales margins were negatively impacted duringto be relatively flat in the second quarter of 2003 as compared to the first quarter of 2001 byquarter. However, the rebate programs and price cuts discussed above that decreased revenue by approximately $138 million.

        Additionally, actual and forecasted declines in net sales caused the Company to recognize during the first quarter of 2001 approximately $122 million of charges associated with purchase order cancellations and loss commitments for component purchases. Without these charges,Company's gross margin forand the first quarter of 2001 would have been approximately 21%.

        The Company currently anticipates that gross margin will decline sequentially duringof the fourth quarterpersonal computer industry is expected to remain under pressure throughout fiscal 2003 in light of 2002 due toweak economic conditions, flat demand for personal computers in general, price reductions on certain products, particularlycompetition in Europethe PC industry, and potential increases in response to the strengthening Euro.component pricing.

        The foregoing statements regarding the Company's anticipatedexpected gross margin induring the fourthsecond quarter of 20022003, general demand for personal computers, anticipated industry component pricing, and future economic conditions are forward-looking. Gross margin could differ from anticipated levels because of several factors, including certain of those set forth below in the subsection entitled "Factors That May Affect Future Results and Financial Condition." There can be no assurance that current gross margins will be maintained, targeted gross margin levels will be achieved, or current margins on existing individual products will be maintained. In general, gross margins 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, 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 margins 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 termshort-term by fluctuations in exchange rates.

        The Company orders components for its products and builds inventory in advance of product shipments. Because the Company's markets are volatile and subject to rapid technology and price changes, there is a risk the Company will forecast incorrectly and produce or order from third parties excess or insufficient inventories of particular products or components. The Company's operating results and financial condition have been in the past and may in the future be materially adversely affected by the Company's ability to manage its inventory levels and outstanding purchase commitments and to respond to short-term shifts in customer demand patterns.

2827



Operating Expenses

        Operating expenses for the three months ended December 28, 2002 and December 29, 2001 were as follows (in millions, except for percentages):

 
 Three Months Ended
 
 
 12/28/02
 12/29/01
 
Research and development $121 $113 
 Percentage of net sales  8% 8%
Selling, general, and administrative expenses $299 $289 
 Percentage of net sales  20% 21%
Restructuring costs $23 $24 

Research and Development (R&D)

        Expenditures for R&D increased 7% or $8 million to $121 million in the first quarter of 2003 compared to $113 million in the first quarter of 2002 primarily due to increased R&D headcount of approximately 9% to support expanded R&D activities.

Selling, generalGeneral, and administrative expenses decreased $9Administrative Expense (SG&A)

        SG&A increased $10 million or 3% during the thirdfirst quarter of 20022003 as compared to the same periodquarter in 2001 and decreased $39 million or 4% during the first nine months of 2002 as compared to the same period in 2001. The decrease in selling, general and administrative expenses2002. Increased SG&A is primarily the result of lowerincreased selling expenses associated with the expanded operations of the Company's Retail segment partially offset by a decline in discretionary spending on marketing and advertising and benefits from reductions in infrastructure as a result of the restructuring plan implemented inreduced general and administrative expenses.

Restructuring Costs

        During the first quarter of 2002.

        Expenditures for research2003, the Company's management approved and development decreased 5% duringinitiated restructuring actions with a total cost of $24 million that resulted in the third quartertermination of operations at the Company-owned manufacturing facility in Singapore, further reductions in headcount resulting from the shift in PowerSchool product strategy that took place at the end of fiscal 2002, compared toand termination of various sales and marketing activities in the same periodUnited States and Europe. These restructuring actions will ultimately result in 2001, but increased 5% duringthe elimination of 260 positions worldwide, 197 of which were eliminated by the end of the first nine monthsquarter. Once fully implemented, the Company estimates these restructuring actions will result in reduced quarterly operating expenses of 2002 compared to the same period in 2001. Research and development expenses in the third quarter of 2002 reflect the capitalization of approximately $9 million of spending associated with development of the Company's Mac OS X update version 10.2 and $2 million for its PowerSchool enterprise student information system, both planned for introduction in the fourth quarter of 2002. Total research and development spending has increased in 2002 primarily to support new product development activities and increased research and development headcount.$6 million.

        During the first quarter of 2002, the Company's management approved and initiated restructuring actions with a restructuring plan designed to eliminate certain activities and better align its operating expenses with existing general economic conditions and to partially offset thetotal cost of continuing investments in new product development and investments in the Retail segment. Accordingly, the Company recognized a restructuring charge of approximately $24 million duringmillion. These restructuring actions resulted in the first quarterelimination of 2002. Theapproximately 425 positions worldwide at a cost of $8 million. Positions were eliminated primarily in the Company's operations, information systems, and administrative functions. In addition, these restructuring plan includesactions also included significant changes in the Company's information systems strategy resulting in termination of equipment leases and cancellation of existing projects and activities. The restructuring plan will result in the elimination of approximately 425 positions worldwide, 400 of which were eliminated by June 29, 2002. Positions were eliminated primarily in the Company's operations, information systems,Related lease and administrative functions. Once fully implemented, the Company estimates these restructuring actions will result in reduced quarterly operating expenses of approximately $8.5contract cancellation charges totaled $12 million, and charges for asset impairments totaled $4 million.

        Of the original $24 million restructuring charge made during During the first quarter of 2002, $9 million was utilized in that same quarter, $12 million was utilized during2003, the second quarter, and $1 million was utilized in the third quarter. The Company currently anticipates that substantially all ofreversed the remaining $2unused accrual of $600,000. The first quarter 2002 restructuring actions have eliminated approximately $8.5 million accrual, except amounts accrued for futureof quarterly operating lease payments, will be spent by the end of its fiscal 2002.expenses.

28


Interest and Other Income (Expense), Net

Interest and Other IncomeExpense

        Interest and other income, net decreased $19 million or 42% to $26 million during the third quarter of 2002 compared to the same quarter in 2001 and decreased $90 million or 51% for the first nine months of 2002 over the same period in 2001. These decreases are attributable primarily to declining investment yields on the Company's cash and short-term investments resulting from substantially lower market interest rates.

Valuation of Non-Current Investments

        As of June 29, 2002, the fair value of the Company's investment in EarthLink was approximately $43 million or $6.63 per share compared to the Company's cost basis of approximately $79 million or $12.13 per share. As of June 29, 2002, the fair value of the Company's investment in Akamai was approximately $4 million or $1.30 per share compared to the Company's cost basis of approximately $9 million or $3.04 per share. In total, the fair value of these two investments is less than the Company's cost basis by approximately $41 million as of June 29, 2002. The Company currently

29



believes these declines in fair value to be temporary based on the relatively short time these investments' cost bases have exceeded their fair value (approximately six months in the case of EarthLink and approximately three months in the case of Akamai) and the financial condition and near-term prospects of both EarthLink and Akamai. However, should the fair value of these investments remain below the Company's cost bases and/or the financial condition or prospects of EarthLink or Akamai deteriorate, the Company may determine in a future period that this decline in fair value is other-than-temporary, requiring an impairment loss be recognized in the period such a determination is made. Based on the Company's policy for determining whether a decline in fair value of an investment is other-than-temporary, should the fair value of these investments fail to recover it is likely the Company will recognize an impairment charge in either the last quarter of fiscal 2002 or the first quarter of fiscal 2003.

        The Company has additional minority debt and equity investments in privately held technology companies with a book value of approximately $15 million as of June 29, 2002. These investments, which are reflected in the condensed consolidated balance sheets in other assets, are inherently risky because the products and/or markets of these companies are typically not fully developed. Any future declines in the fair value of these investments below the Company's cost basis judged to be other-than-temporary will result in a charge in otherOther income and expense infor the period that judgment is made.three months ended December 28, 2002 and December 29, 2001 were as follows (in millions, except for percentages):

 
 Three Months Ended
 
 
 12/28/02
 12/29/01
 
Gains (losses) on non-current investments, net $ $23 

Interest income

 

$

23

 

$

34

 
Interest expense  (2) (3)
Miscellaneous other income and expense  8  3 
  
 
 
 Interest and other income, net $29 $34 

Total other income and expense

 

$

29

 

$

57

 
  
 
 

Gains and Losses on Non-current Investments

        During the first quarter of 2003, the Company sold 2,580,000 shares of EarthLink, Inc. (EarthLink) stock for net proceeds of approximately $13.7 million, an amount that approximated the Company's carrying value of the shares sold. During the first quarter of 2002, the Company sold 4.7 million shares of ARM Holdings plc (ARM) stock for both net proceeds and a gain before taxes of $21 million. During the first quarter of 2002, the Company also sold 250,000 shares of Akamai Technologies, Inc. (Akamai) and 117,000 shares of EarthLink stock for net proceeds of approximately $2 million each and a gain before taxes of $710,000 and $223,000, respectively. No sales of the Company's non-current debt

Interest and equity investments were made during the second or third quarters of 2002.Other Income, Net

        During the first, second,Interest and third quarters of fiscal 2001, the Company recognized gains on sale of shares of its investment in ARM of $35other income and expense (net) decreased $5 million $127or 15% to $29 million and $12 million, respectively. Duringduring the first quarter of 2001,fiscal 2003 compared to the same quarter in 2002. This decrease is attributable primarily to declining investment yields on the Company's cash and short-term investments resulting from continuing declines in market interest rates and the closing out of longer-term investments in favor of investments with shorter maturities. Declines in investment yields were partially offset by lower-than-expected costs associated with the Company's foreign exchange hedging activities and by gains on the sale of short-term investments. The Company occasionally sells short-term investments prior to their stated maturities. As a result of such sales, the Company recognized a gainnet gains of $36$9 million onduring the first quarter of 2003 and $3 million during the first quarter of 2002. The sale of sharesshort-term investments during the first quarter of its investments in Akamai. As2003 was intended to shorten the average maturity of the endCompany's investment portfolio based on management's belief that interest rates are at or near their bottom.

        Interest expense consists primarily of interest on the Company's $300 million aggregate principal amount unsecured notes partially offset by amortization of deferred gains realized in 2002 and 2001 that resulted from the closure of swap positions associated with the unsecured notes. The unsecured notes, which mature in February of 2004, were sold at 99.925% of par for an effective yield to maturity of 6.51%. Total deferred gain resulting from the closure of debt swaps of approximately $23 million is being amortized over the remaining life of the unsecured notes at a rate of approximately $2.8 million per quarter.

        As noted above, the Company currently expects interest and other income, net to decline significantly during the second quarter of 2001,2003 to approximately $20 million as the impact of declining interest rates and the repositioning of the Company's cash portfolio to shorter-term maturities impact earnings on the Company's investment portfolio. The Company determined thatexpects further declines in interest and

29



other income, net during the declinesecond half of its fiscal 2003. The foregoing statements are forward-looking. Interest and other income, net, in the second quarter of 2003 and in the second half of 2003 and the average maturity of the Company's investment portfolio could differ from expected levels because of several factors, including certain of those set forth below in the subsection entitled "Factors That May Affect Future Results and Financial Condition." Additionally, actual future interest and other income, net could be significantly impacted by unforeseen changes in market interest rates and foreign currency exchange rates, by sales of short-term investments, and by future changes in the fair value of its investment in EarthLink was other-than-temporary. As a result, the Company recognized a $114 million charge to earnings to write down the cost basis of its investment in EarthLink to $86 million. Also during the second quarter of fiscal 2001, the Company determined that the decline in fair value of certain of its strategic investments in privately held companies was other-than-temporary and, accordingly, recognized a charge to earnings of approximately $8 million.

        Additional information related to the Company's non-current debtshort-term and equity investments may be found in this Form 10-Q in the Notes to Condensed Consolidated Financial Statements at Note 4, "Financial Instruments," and in the 2001 Form 10-K.

Accounting for Derivatives and Cumulative Effect of Accounting Change

        On October 1, 2000, the Company adopted Statement of Financial Accounting Standards (SFAS),Accounting for Derivative Instruments and Hedging Activities. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, hedging activities, and exposure definition. 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. 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

30



believe that ongoing application of SFAS No. 133 has or 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 required 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.long-term investments.

Provision for Income Taxes

        The Company's effective tax rate for the first ninethree months of 2003 and 2002 was approximately 25% as compared to 30% for the first nine months of 2001.28%. The Company's 2003 effective rate for 2002 differs from the statutory federal income tax rate of 35% due primarily to certain undistributed foreign earnings for which no U.S. taxes will behave been provided because such earnings will be indefinitely reinvested outside the U.S. The lower tax rate in 2002 versus 2001, isand due primarily to a relative increase in foreign earnings on which the Company does not provide U.S. tax.research and development credit.

        For the first six months of fiscal 2002, theThe Company recognized an effective tax rate of 28%. Due to lower than expected earnings in the third quarter of 2002, lowered expectations for earnings in the fourth quarter, and the resulting decline in domestic taxable income, the Company expectscurrently believes that its effective tax rate for allthe remainder of fiscal 2002 to2003 will be 25%. Accordingly, an effective tax rate of only 18% was recognized for the third quarter of 2002 to adjust the 2002 year-to-date tax rate to 25%approximately 28%. The foregoing statements regarding the Company's expected effective tax rate for 2002 arestatement is forward-looking. The Company's future tax rate 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 may be impacted by the amount and jurisdiction of foreign profits.profits or any changes to applicable tax regulations.

Recent Accounting Pronouncements

        In June 2002, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 146,Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 supersedes Emerging Issues Task Force (EITF) Issue No. 94-3,Liability Recognition for Certain Employee Termination Benefits and Other Costs To Exit an Activity (Including Certain Costs Associated with a Restructuring) and requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, as opposed to when management is committed to an exit plan. SFAS No. 146 also establishes that the liability should initially be measured and recorded at fair value. This Statement is effective for exit or disposal activities initiated after December 31, 2002. The provisions of SFAS No. 146 are required to be applied prospectively after the adoption date to newly initiated exit activities, and may affect the timing of recognizing future restructuring costs, as well as the amounts recognized.

        In November 2002, the FASB issued Interpretation No. 45 (FIN 45),Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. FIN 45 requires a guarantor to include disclosure of certain obligations, and if applicable, at the inception of the guarantee, recognize a liability for the fair value of other certain obligations undertaken in issuing a guarantee. The recognition requirement is effective for guarantees issued or modified after December 31, 2002. The Company does not expect adoption of FIN 45 to have a material impact on the Company's results of operations or financial position.

        In November 2002, the EITF reached a consensus on Issue No. 00-21,Revenue Arrangements with Multiple Deliverables. EITF Issue No. 00-21 provides guidance on how to account for certain arrangements that involve the delivery or performance of multiple products, services and/or rights to use assets. The provisions of EITF Issue No. 00-21 will apply to revenue arrangements entered into in fiscal periods beginning after June 15, 2003. While the Company will continue to evaluate the requirements of EITF Issue No. 00-21, management does not currently believe adoption will have a significant impact on its accounting for multiple element arrangements as such accounting will generally

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continue to be accounted for pursuant to AICPA Statement of Position 97-2,"Software Revenue Recognition," and related pronouncements.

        In December 2002, the FASB issued SFAS No. 148,Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of FASB Statement No. 123, Accounting for Stock-Based Compensation (SFAS No. 148). This Statement amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. SFAS No. 148 is effective for annual periods ending after December 15, 2002 and interim periods beginning after December 15, 2002. The Company has chosen to adopt the disclosure provisions of SFAS No. 148 early and has provided the required interim disclosures in this Form 10-Q in the Notes to Condensed Consolidated Financial Statements.

        In January 2003, the FASB issued Interpretation No. 46 (FIN 46),Consolidation of Variable Interest Entities. FIN 46 clarifies the application of Accounting Research Bulletin No. 51 and applies immediately to any variable interest entities created after January 31, 2003 and to variable interest entities in which an interest is obtained after that date. For variable interest entities created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. While it will continue to evaluate the requirements of FIN 46, the Company does not currently believe adoption will have a material impact on its results of operations or financial position.

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):


 6/29/02
 3/30/02
 12/29/01
 12/28/02
 9/28/02
Cash, cash equivalents, and short-term investments $4,306 $4,309 $4,367 $4,462 $4,337
Accounts receivable, net $626 $644 $498 $497 $565
Inventory $34 $26 $23 $44 $45
Working capital $3,725 $3,705 $3,693 $3,789 $3,730
Non-current debt and equity investments $48 $79 $101
Long-term debt $316 $311 $315
Days sales in accounts receivable (a) 40 39 33 31 36
Days of supply in inventory (b) 3 2 2 4 4
Days payables outstanding (c) 80 82 78 70 77
Operating cash flow (quarterly) $(37)$2 $42 $110 $82

        As of December 28, 2002, the Company had $4.462 billion in cash, cash equivalents, and short-term investments, an increase of $125 million over the same balances at the end of fiscal 2002. The primary components of this increase were cash generated by operating activities of $110 million, proceeds of $13 million from the sale of a long-term investment, and proceeds of $13 million from the issuance of common stock, partially offset by capital expenditures of $20 million.

        The Company believes its existing balances of cash, cash equivalents, and short-term investments will be sufficient to meetsatisfy its cash requirements over the next twelve months, including any cash utilized for the acquisition ofworking capital assets and by itsneeds, capital expenditures, stock repurchase plan.activity,

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        Duringoutstanding commitments, and other liquidity requirements associated with its existing operations over the first nine monthsnext 12 months.

Lease Commitments

        As of September 28, 2002, the Company utilized $110had total outstanding commitments on noncancelable operating leases of $464 million, for$209 million of which related to the acquisitionlease of property, plant,retail space and equipmentrelated facilities. Remaining terms on the Company's existing operating leases range from 1 to 12 years. Total outstanding commitments on noncancelable operating leases related to the lease of retail space and internal-use software and anticipates it will utilize an additional $50related facilities rose to $300 million during the fourth quarteras of 2002. These acquisitions by the Company support expansion of its Retail segment, other strategic initiatives, information systems enhancements, and normal replacement of capital assets.January 31, 2003.

Long-Term Debt

        The Company currently has long-term debt outstanding in the form of $300 million of aggregate principal amount 6.5% unsecured notes. The notes were sold at 99.925% of par, for an effective yield to maturity of 6.51%. The notes pay interest semiannually and mature on February 15, 2004.

        In April 2002, thePurchase Commitments with Contract Manufacturers and Component Suppliers

        The Company made a $100 million prepaymentutilizes several contract manufacturers to an Asian suppliermanufacture sub-assemblies for the purchaseCompany's products and to perform final assembly and test of finished products. These contract manufacturers acquire components over the following nine months. Approximately $83 million of this deposit remained unused as of June 29, 2002, and is reflected in the condensed consolidated balance sheets in other current assets. The net investment during the third quarter of 2002 of $83 million is reflected in the condensed consolidated statement of cash flow in operating activities. The amount of the prepayment not utilizedbuild product based on demand information supplied by the Company, on or before December 31, 2002, is refundablewhich typically covers periods ranging from 1 to 3 months. The Company also obtains individual components for its products from a wide variety of individual suppliers. Consistent with industry practice, the Company by January 31, 2003. Although the supplier's existing debt is unrated, its public debt pricing is consistent with other BBB rated companies. The deposit is unsecuredacquires components through a combination of formal purchase orders, supplier contracts, and has no stated interest component. In light of the supplier's implied debt ratingopen orders based on projected demand information. Such formal and becauseinformal purchase commitments typically cover the Company's prepayment is unsecured, non-performance by and/or economic deterioration of the supplier could place all or someforecasted component and manufacturing requirements for periods ranging from 30 to 130 days. The nature of the Company's deposit at risk. Additionaloutstanding third-party manufacturing commitments and component purchase commitments has not changed significantly since the end of its fiscal 2002.

Capital Expenditures

        Of $20 million in total capital expenditures during the first quarter of 2003, $6 million was for retail store facilities and equipment related to the Company's Retail segment and $14 million was for corporate infrastructure, including information regarding this prepayment maysystems enhancements and operating facilities enhancements and expansions. The Company currently anticipates it will utilize approximately $140 million for capital expenditures during 2003, approximately $72 million of which is expected to be found in this Form 10Q inutilized for further expansion of the NotesCompany's Retail segment and the remainder utilized to Condensed Consolidated Financial Statements at Note 3, "Consolidated Financial Statement Details.support normal replacement of existing capital assets and enhancements to general information technology infrastructure.

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. No shares were repurchased during the first nine months of 2002. Since inception of the stock repurchase plan through the end of fiscal 2000, the Company hashad repurchased or committed to repurchase a total of 6.555.05 million shares at a cost of $191 million. No shares have been repurchased since the end of fiscal 2000. During the fourth quarter of 2001, the Company entered into a forward purchase agreement to acquire 1.5 million shares of its common stock in September of 2003 at an average price of $16.64 per share for a total cost of $217$25.5 million.

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Non-Current Debt and Equity Investments

        The Company has held significant investments in ARM, Samsung Electronics Co., Ltd, Akamai, and 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. All realized gains on the sale of these investments have been included in other income. The combined fair value of these investments was $28 million and $39 million as of the end of the first quarter of 2003 and the end of fiscal 2002, respectively. 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 related 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 2, "Financial Instruments," and in the 2002 Form 10-K.

Factors thatThat May Affect Future Results and Financial Condition

        The Company operates in a rapidly changing environment that involves a numberBecause of uncertainties, some of which are beyondthe following factors, as well as other factors affecting the Company's control, that will affect the Company's futureoperating results and business and may cause the Company's actual results to differ from those currently expected. Therefore,financial condition, 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.

General economic conditions and current economic and political uncertainty could adversely affect the Company.

        The Company's operating performance depends significantly on general economic conditions. For much of the past 23 years, demand for the Company's products has been negatively impacted by worsening global economic conditions. Additionally, some of the Company's education customers appear to be delaying technology purchases due to concerns about the overall impact of the weaker economy on their available funding. Continued uncertainty about future economic conditions has also madecontinues to make it increasingly difficult to forecast future operating results. Should global and regional economic conditions fail to improve or continue to deteriorate, demand for the Company's products could continue to be adversely affected, as could the financial health of its suppliers, distributors, and resellers.

        The terrorist attacks that took place on September 11, 2001, havedisrupted commerce throughout the world and created many economic and political uncertainties andthat have had a strong negative impact on the global economy. During the weeks immediately following the events of September 11, 2001, the Company experienced a drop in demand across all of its operating segments. The long-term effects of the September 11, 2001 attacks on the Company's future operating results and financial condition areremain unknown. The national and international responses to terrorist attacks, and the potential for future terrorist attacks and other acts

32



of hostility, and the potential for war or hostilityin the Middle East have created many economic and political uncertainties whichthat could adversely affect the Company's future operating results and financial condition.

The market for personal computers is highly competitive.

        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. Over the past several years, price competition in the market for personal computers has been particularly intense. The Company's competitors who sell Windows-based personal computers have aggressively cut prices and lowered their product margins in order to gain or maintain market share in response to weakness in demand for personal computing products that began in the second half of calendar 2000. The Company's results of operations and

33



financial condition have been, and in the future may continue to be, adversely affected by these and other 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, professional and consumer digital video editing, 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. The Company has recently observed rapidly changing conditionsmany substantial competitors, many of whom 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, there has been a trend towards consolidation in the insurance markets relating to nearly all areaspersonal computer industry that has resulted in larger and potentially stronger competitors in the Company's markets.

        The Company is currently the only maker of traditional corporate insurance. Such conditions may resulthardware using the Mac OS. The Mac OS has a minority market share in higher premium costs to the Company and force the Company to retain a greater portionpersonal computer market, which is dominated by makers of its insurable risks due to higher policy deductibles and lower available coverage for some types of insurance.

        Risks and uncertainties that could have an adverse impact on thecomputers utilizing Microsoft's Windows operating systems. The Company's future operating results and financial condition include:are substantially dependent on its ability to continue to develop improvements to the market forMacintosh platform in order to maintain perceived design and functional advantages over competing platforms, including Windows.

The Company has higher research and development and selling, general and administrative costs, as a percentage of revenues, than many of its competitors.

        The Company's ability to compete successfully and maintain attractive gross margins is heavily dependent upon its ability to ensure a continuing and timely flow of innovative and competitive products and technology to the marketplace. As a result, the Company incurs higher research and development costs as a percentage of revenue than its competitors who sell Windows-based personal computerscomputers. Many of these competitors seek to compete aggressively on price and maintain very low cost structures. Further, as a result of the expansion of the Company's Retail segment and costs associated with marketing the Company's brand including its unique operating system, the Company incurs higher selling costs as a percent of revenue than many of its competitors. If the Company is highly competitive, both in termsunable to continue to develop and sell innovative new products with attractive gross margins, its results of technology and product price/performance characteristics; theoperations may be materially adversely affected by its operating cost structure.

The Company must successfully manage frequent product introductions and transitions; becausetransitions.

        Due to the highly volatile nature of the personal computer industry, which is characterized by dynamic customer demand patterns and rapid technological advances, the Company must continually introduce new products and technologies and enhance existing products in order to remain competitive. The success of new product introductions is dependent on a number of factors, including market acceptance, the Company's ability to manage the risks associated with product transitions, the availability of application software for new products, the effective management of inventory levels in line with anticipated product demand, the availability of products in appropriate quantities to meet anticipated demand, and the risk that new products may have quality or other defects in the early stages of introduction. Accordingly, the Company cannot determine in advance the effect that new products will have on its sales or results of operations.

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        During 2001, the Company introduced a new client operating system, Mac OS X, and delivered its first major upgrade, Mac OS X version 10.1. During 2002, the Company delivered another major upgrade, Mac OS X Jaguar. Inability of the Company to improve the performance and functionality of Mac OS X, advance customer acceptance of the new operating system and its upgrades, or obtain the continued commitment of software developers to transition existing applications to run on Mac OS X or create new applications to run on Mac OS X, may have an adverse impact on the Company's operating results and financial condition.

Because orders for components, and in some cases commitments to purchase components, must be placed in advance of customer orders, the Company faces substantial inventory risk;risk.

        The Company records a write-down for inventories of components and products that have become obsolete or are in excess of anticipated demand or net realizable value and accrues necessary reserves for cancellation fees of orders for inventories that have been canceled. Although the Company believes its inventory and related provisions are adequate, given the rapid and unpredictable pace of product obsolescence in the computer industry, no assurance can be given the Company will not incur additional inventory and related charges. In addition, such charges have had, and may again have, a material effect on the Company's financial position and results of operations.

        The Company must order components for its products and build inventory in advance of product shipments. Because the Company's markets are volatile and subject to rapid technology and price changes, there is a risk the Company will forecast incorrectly and produce or order from third parties excess or insufficient inventories of particular products. Consistent with industry practice, components are normally acquired through a combination of formal purchase orders, supplier contracts, and open orders based on projected demand information. Such formal and informal purchase commitments typically cover the Company's forecasted component and manufacturing requirements for periods ranging from 30 to 130 days. The Company's operating results and financial condition have been in the past and may in the future be materially adversely affected by the Company's ability to manage its inventory levels and respond to short-term shifts in customer demand patterns.

Future operating results are dependent upon the Company's ability to obtain a sufficient supply of components, some of which are in short supply or available only from limited sources;sources.

        Although most components essential to the Company's business are generally available from multiple sources, certain key components including microprocessors and application specific integrated circuits ("ASICs") are currently obtained by the Company from single or limited sources. Some key components (including without limitation DRAM, TFT-LCD flat-panel displays, and optical and magnetic disk drives), while currently available to the Company from multiple sources, are at times subject to industry-wide availability and pricing pressures. In addition, new products introduced by the Company often initially utilize custom components obtained from only one source until the Company has evaluated whether there is a need for, and subsequently qualifies, additional suppliers. In situations where a component or product utilizes new technologies, initial capacity constraints may exist until such time as the suppliers' yields have matured. The Company and other producers in the personal computer industry also compete for various components with other industries that have experienced increased demand for their products. The Company uses some components that are not common to the rest of the personal computer industry including certain microprocessors and ASICs. Continued availability of these components may be affected if producers were to decide to concentrate on the production of components other than those customized to meet the Company's requirements. If the supply of a key component were to be delayed or constrained on a new or existing product, the Company's results of operations and financial condition could be adversely affected.

        The Company's ability to produce and market competitive products is also dependent on the ability and desire of IBM and Motorola, the sole suppliers of the PowerPC RISC-based microprocessor

35



for the Company's Macintosh computers, to provide the Company with a sufficient supply of microprocessors with price/performance features that compare favorably to those supplied to the Company's competitors by Intel Corporation and other developers and producers of microprocessors used by personal computers using the Windows operating systems. Further, despite its efforts to educate the marketplace to the contrary, the Company believes that many of its current and potential customers believe that the relatively slower MHz rating or clock speed of the microprocessors it utilizes in its Macintosh systems compares unfavorably to those utilized by Windows-based systems and translates to slower overall system performance. There have been instances in recent years where the inability of the Company's suppliers to provide advanced PowerPC G4 and G3 microprocessors with higher clock speeds in sufficient quantity has had significant adverse effects on the Company's results of operations. The inability in the future of the Company to obtain microprocessors in sufficient quantities with competitive price/performance features could have an adverse impact on the Company's results of operations and financial condition.

The Company is dependent on manufacturing and logistics services provided by third-parties,third parties, many of whom are located outside of the United States;States.

        Many of the Company's products are manufactured in whole or in part by third-party manufacturers. In addition, the Company has outsourced much of its transportation and logistics management. While outsourcing arrangements may lower the fixed cost of operations, they also reduce the Company's direct control over production and distribution. It is uncertain what effect such diminished control will have on the quality or quantity of the products manufactured, or the flexibility of the Company to respond to changing market conditions. Moreover, although arrangements with such manufacturers may contain provisions for warranty expense reimbursement, the Company may remain at least initially responsible to the consumer for warranty service or in the event of product defects. Any unanticipated product defect or warranty liability, whether pursuant to arrangements with contract manufacturers or otherwise, could adversely affect the Company's future operating results and financial condition.

        Final assembly of products sold by the Company is conducted in the Company's manufacturing facilities in Sacramento, California, and Cork, Ireland, and by external vendors in Fremont, California, Fullerton, California, Taiwan, Korea, the People's Republic of China, and the Czech Republic. Currently, manufacture of many of the components used in the Company's products and final assembly of all of the Company's portable products including PowerBooks, iBooks, and the iPod is performed by third-party vendors in Taiwan. If for any reason manufacturing or logistics in any of these locations is disrupted by regional economic, business, environmental, political, or military conditions or events, the Company's results of operations and financial condition could be adversely affected.

The Company's products could experience quality problems that result in decreased net sales and operating profits.

        The Company sells highly complex hardware and software products that may contain defects in design and manufacture. Sophisticated operating system software and applications such as the Company sells often contains "bugs" that can unexpectedly interfere with the operation of the software. Defects may also occur in components and products the Company purchases from third parties that may be beyond its control. There can be no assurance that the Company will be able to detect and fix all defects in the hardware and software it sells. Failure to do so could result in lost revenues, loss of reputation, and significant expense to remedy.

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The Company's retail initiative requires a substantial investment and commitment of resources and is subject to numerous risks and uncertainties;uncertainties.

        Since May of 2001, the Company has opened 53 retail stores in the United States and anticipates opening more stores in calendar 2003. The Company's retail initiative has required substantial investment in equipment and leasehold improvements, information systems, inventory, and personnel. The Company has also entered into substantial operating leases commitments for retail space with lease terms ranging from 5 to 12 years. The Company would incur substantial costs should it choose to terminate this initiative or close individual stores. Such costs could adversely affect the Company's results of operations and financial condition. Additionally, a relatively high proportion of the Retail segment's costs are fixed because of depreciation on store construction costs and lease expense. As a result, should the Retail segment experience a decline in sales for any reason, significant losses would result.

        Certain of the Company's stores have been intentionally designed and built to serve as high profile venues that function as vehicles for general corporate marketing, corporate events, and brand awareness. Because of their unique design elements, locations and size, these stores require substantially more investment in equipment and leasehold improvements than the Company's more typical retail stores. The Company has opened two such stores and has several others under development. Because of their location and size, these high profile stores also require the Company to enter into substantially larger operating lease commitments compared to those required for its more typical stores. Current leases on such locations have terms ranging from 5 to 10 years with total commitments per location over the lease terms ranging from $25 million to $50 million. Closure or poor performance of one of these high profile stores could have a particularly significant negative impact on the Company's results of operations and financial condition.

        Many of the general risks and uncertainties the Company faces could also have an adverse impact on its Retail segment. Also, many factors unique to retail operations present risks and uncertainties, some of which are beyond the Company's control, that could adversely affect the Retail segment's future results, cause its actual results to differ from those currently expected, and/or have an adverse effect on the Company's consolidated results of operations. Potential risks and uncertainties unique to retail operations that could have an adverse impact on the Retail segment include, among other things, macro-economic factors that have a negative impact on general retail activity; inability to manage costs associated with store construction and operation; lack of consumer acceptance of the Company's retail approach; failure to attract new users to the Macintosh platform; inability to sell third-party hardware and software products at adequate margins; failure to manage relationships with existing retail channel partners; lack of experience in managing retail operations; costs associated with unanticipated fluctuations in the value of Apple-branded and third-party retail inventory; and inability to obtain quality retail locations at reasonable cost.

Unit sales of the Company's professionally oriented desktop systems have declined sharply over past two to three years negatively impacting net sales and gross margin.

        Unit sales of Power Macintosh systems fell 18% during 2002 as compared to 2001 and fell 35% in 2001 from 2000. Power Macintosh unit sales have fallen as a percentage of total Macintosh unit sales from 38% in 1999 to 25% in 2002. The Company believes that weak economic conditions over the past several years are having a pronounced negative impact on its professional and creative customers who are the primary users of such systems. The Company also believes that many of these customers continue to delay upgrades of their Power Macintosh systems due to the Company's ongoing transition to Mac OS X and in anticipation of certain software vendors transitioning their professionally oriented Macintosh software applications to run natively in Mac OS X. In addition to the negative impact on net sales, declining sales of Power Macintosh systems also have a negative effect on the Company's overall gross margin because Power Macintosh systems are generally higher priced and have higher individual gross margins than the Company's other Macintosh systems. Continued deterioration in Power Macintosh unit sales will adversely affect the Company's future net sales and gross margin. If future unit sales of Power Macintosh systems fail to partially or fully recover, it will be difficult for the Company to improve its overall profitability.

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The Company faces increasing competition in the U.S. education market;market.

        Sales in the United States to both elementary and secondary schools, as well as for college and university customers, remains a core market for Apple. Net sales in these markets fell to 21% of the Company's total net sales in 2002 from 26% in 2001. This drop reflects declines in both net sales and Macintosh unit sales in these markets of 15% and 14%, respectively, in fiscal 2002 compared to 2001. These developments are consistent with industry data showing the Company losing market share in the U.S. education market in each of the last two fiscal years. Several competitors of the Company have either targeted or announced their intention to target the education market for personal computers. Although the Company has taken certain steps to strengthen its position in the education market, there can be no assurance that the Company will be able to increase its share of the education market or maintain its existing share of that market. Failure to increase or maintain market share in the education market may have an adverse impact on the Company's operating results and financial condition.

The Company's future operating performance is dependent on the performance of distributors and other resellers of the Company's products;products.

        The Company distributes its products through a variety of channel partners including wholesalers, resellers, national and regional retailers and cataloguers, many of whom distribute products from competing manufacturers. In addition, the Company also sells many of its products and resells certain third-party products in most of its major markets directly to end users, certain education customers, and certain resellers through its online stores around the world. The Company also sells its own products and certain third-party products through its retail stores in the United States. Many of the Company's significant resellers operate on narrow product margins and have been negatively affected by current economic conditions. Considerable trade receivables that are not covered by collateral or credit insurance are outstanding with the Company's distribution and retail channel partners. The Company's business and financial results could be adversely affected if the financial condition of these resellers weakened, if resellers within consumer channels were to cease distribution of the Company's products, or if uncertainty regarding demand for the Company's products caused resellers to reduce their ordering and marketing of the Company's products.

        Over the past several years, an increasing proportion of the Company's net sales have been made by the Company directly to end users through its online stores around the world and through its retail stores in the United States. The Company's channel partners may perceive this expansion of the Company's direct sales as conflicting with their own business and economic interests as distributors and resellers of the Company's products. Perception of such a conflict could discourage the Company's channel partners from investing additional resources in the distribution and sale of the Company's products or lead them to limit or cease distribution of the Company's products. The Company's business and financial results could be adversely affected if expansion of its direct sales to end users causes some or all of its channel partners to cease or limit distribution of the Company's products.

The Company's business is subject to the risks of international operations,operations.

        A large portion of the Company's revenue is derived from its international operations. As a result, the Company's operating results and financial condition could be significantly affected by risks associated with international activities, including the risk ofeconomic and labor conditions, political instability, tax laws (including U.S. taxes on foreign subsidiaries), and changes in the value of the U.S. dollar versus the local currency in which the products are sold and goods and services are purchased;purchased. The Company's primary exposure to movements in foreign currency exchange rates relate to non-dollar denominated sales in Europe, Japan, Australia, Canada, and certain parts of Asia and non-dollar denominated operating expenses incurred throughout the world. Weaknesses in foreign currencies, particularly the Japanese Yen and the Euro, can adversely impact consumer demand for the Company's products and the U.S. dollar value of the Company's foreign currency denominated sales. Conversely,

38



strengthening in these and other foreign currencies can increase the cost to the Company of product components, negatively affecting the Company's results of operations.

        Margins on sales of Apple products in foreign countries, and on sales of products that include components obtained from foreign suppliers, can be adversely affected by foreign currency exchange rate fluctuations and by international trade regulations, including tariffs and antidumping penalties.

        Further information related to the Company's global market risks may be found in Part I, Item 3 of this Form 10-Q under the subheading "Foreign Currency Risk," and also in the 2002 Form 10-K.

The Company's future performance is dependent upon support from third-party software developers;developers.

        The Company believes that decisions by customers to purchase the Company's personal computers, as opposed to Windows-based systems or other devices are often based on the availability of third-party software for particular applications such as Microsoft Office. The Company also believes the availability of third-party application software for the Company's hardware products depends in part on third-party developers' perception and analysis of the relative benefits of developing, maintaining, and upgrading such software for the Company's products versus software for the larger Windows market. This analysis is based on factors such as the perceived strength of the Company and its products, the anticipated potential revenue that may be generated, acceptance by customers of Mac OS X, and the costs of developing such software products. To the extent the Company's financial losses in prior years and the minority market share held by the Company in the personal computer market, as well as the Company's decision to end its Mac OS licensing program, have caused software developers to question the Company's prospects in the personal computer market, developers could be less inclined to develop new application software or upgrade existing software for the Company's products and more inclined to devote their resources to developing and upgrading software for the larger Windows market. In addition, past and future development by the Company of its own software applications and solutions may negatively impact the decision of software developers to develop, maintain, and upgrade similar or competitive software for the Company's products. Moreover, there can be no assurance software developers will continue to develop software for Mac OS X, the Company's new operating system, on a timely basis or at all.

        In August 1997, the Company and Microsoft Corporation entered into patent cross license and technology agreements. In addition, for a period of five years through August 2002, and subject to certain limitations related to the number of Macintosh computers sold by the Company, Microsoft was required to make versions of its Microsoft Office and Internet Explorer products for the Mac OS. Although Microsoft has released Microsoft Office and Internet Explorer for Mac OS X, Microsoft is not obligated to produce future versions of its products subsequent to August 2002. While the Company believes its relationship with Microsoft has been and will continue to be beneficial to the Company and to its efforts to increase the installed base for the Mac OS, the Company does compete directly with Microsoft in a number of key areas. Accordingly, Microsoft's interest in producing application software for the Mac OS following expiration of the agreements may be influenced by Microsoft's perception of its interests as the vendor of the Windows operating system. Discontinuance of Microsoft Office and other Microsoft products for the Macintosh platform would have an adverse effect on the Company's net sales and results of operations.

The Company's business relies on access to patents and intellectual property obtained from third parties;parties, and the Company's future results could be adversely affected if it is alleged or found to have infringed on the intellectual property rights of others.

        Many of the Company's products are designed to include intellectual property obtained from third parties. While it may be necessary in the future to seek or renew licenses relating to various aspects of its products and business methods, the Company believes that based upon past experience and industry

39



practice, such licenses generally could be obtained on commercially reasonable terms. However, there can be no assurance that the necessary licenses would be available or available on acceptable terms.

        Because of technological changes in the computer industry, current extensive patent coverage, and the rapid rate of issuance of new patents, it is possible certain components of the Company's products and business methods may unknowingly infringe existing patents of others. The Company has from time to time been notified that it may be infringing certain patents or other intellectual property rights of others. Responding to such claims, regardless of their merit, can be time consuming, result in significant expenses, and cause the diversion of management and technical personnel. Several pending claims are in various stages of evaluation. The Company may consider the desirability of entering into licensing agreements in certain of these cases. However, no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur. In the event there is a temporary or permanent injunction entered prohibiting the Company from marketing or selling certain of its products or a successful claim of infringement against the Company requiring it to pay royalties to a third-party, the Company's future operating results and financial condition could be adversely effected. Information regarding certain claims and potential litigation involving the Company related to alleged patent infringement and other matters is set forth in Part I, Item 3 of the 2002 Form 10-K. In the opinion of management, the Company does not have a potential liability for damages or royalties from any current legal proceedings or claims related to the infringement of patent or other intellectual property rights of others that would have a material adverse effect on its results of operations, or financial condition. However, the results of such legal proceedings cannot be predicted with certainty. Should the Company fail to prevail in any of the matters related to infringement of patent or other intellectual property rights of others described in Part I, Item 3 of the 2002 Form 10-K or should several of these matters be resolved against the Company in the same reporting period, the operating results of a particular reporting period could be materially adversely affected.

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

        The Company's profit margins vary among its products, its geographic markets, and its distribution channels. As a result, the overall profitability of the Company in any given period will depend, in part, on the product, geographic, and channel mix reflected in that period's net sales.

The typical concentration of net sales in the third month of the Company's fiscal quarters can adversely affect the Company's business and operating results.

        The Company generally sells more products during the third month of each quarter than it does during either of the first two months, a pattern typical in the personal computer industry. This sales pattern can produce pressure on the Company's internal infrastructure during the third month of a quarter and may adversely impact the Company's ability to predict its financial results accurately. Developments late in a quarter, such as lower-than-anticipated demand for the Company's products, an internal systems failure, or failure of one of the Company's key logistics or components suppliers, can have significant adverse impacts on the Company and its results of operations and financial condition.

The Company's success depends largely on its ability to attract and retain key personnel;personnel.

        Much of the future success of the Company depends on the continued service and availability of skilled personnel, including those in technical, marketing and staff positions. Experienced personnel in the information technology industry are in high demand and competition for their talents is intense, especially in the Silicon Valley, where the majority of the Company's employees are located. There can be no assurance that the Company will be able to successfully attract and retain the key personnel it needs. Additionally, volatility or a lack of positive performance in the Company's stock price may adversely affect its ability to retain key employees. As of December 28, 2002, a substantial majority of the Company's outstanding employee stock options were out-of-the-money.

40



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

        The Company has observed rapidly changing conditions in the insurance markets relating to nearly all areas of traditional corporate insurance. Such conditions have resulted in higher premium costs, higher policy deductibles, and lower coverage limits. For some risks, because of cost and/or availability, the Company does not have insurance coverage. For these reasons, the Company is retaining a greater portion of its insurable risks than it has in the past at relatively greater cost.

The Company is exposed to credit risk on its accounts receivables. This risk is heightened as economic conditions worsen.

        The Company distributes its products through third-party computer resellers and retailers and directly to certain educational institutions and commercial customers. A substantial majority of the Company's outstanding trade receivables are not covered by collateral or credit insurance. The Company also has non-trade receivables from certain of its manufacturing vendors resulting from the sale by the Company of raw material components to these manufacturing vendors who manufacture sub-assemblies or assemble final products for the Company. While the Company has procedures in place to monitor and limit exposure to credit risk on its trade and non-trade receivables, there can be assurance that such procedures will be effective in limiting its credit risk and avoiding losses. Additionally, if the global economy and regional economies fail to improve or continue to deteriorate, it becomes more likely that the Company will incur a material loss or losses as a result of the weakening financial condition of one or more of its customers or manufacturing vendors.

The market value of the Company's non-current debt and equity investments is subject to significant volatility;volatility.

        The Company holds minority investments in several public companies with a combined fair market value of approximately $28 million as of December 28, 2002. These investments are in publicly traded companies whose share prices are subject to significant volatility. The Company has categorized its investments in these companies as available-for-sale requiring the investments be carried at fair value, with unrealized gains and losses, net of taxes, reported as a component of accumulated other comprehensive income. The Company recognizes an impairment charge to earnings when it is judged an investment has experienced a decline in value that is other-than-temporary. The Company has recognized material impairment charges related to its non-current debt and equity investments twice in the last two fiscal years.

The Company is subject to risks associated with environmental regulations; businessregulations.

        Production and marketing of products in certain states and countries may subject the Company to environmental and other regulations including, in some instances, the requirement that the Company provide consumers with the ability to return to the Company product at the end of its useful life, and place responsibility for environmentally safe disposal or recycling with the Company. Although the Company does not anticipate any material adverse effects in the future based on the nature of its operations and the thrust of such laws, there is no assurance that such existing laws or future laws will not have a material adverse effect on the Company.

        The parliament of the European Union is working on finalizing the Waste Electrical and Electronic Equipment Directive (the Directive). The Directive makes producers of electrical goods, including personal computers, financially responsible for the collection, recycling, and safe disposal of past and future products. The Directive must now be approved and implemented by individual European Union governments by June 2004, while the producers' financial obligations are scheduled to start June 2005. The Company's potential liability resulting from the Directive related to past sales of its products and expenses associated with future sales of its product may be substantial. However,

41



because it is likely that specific laws, regulations, and enforcement policies will vary significantly between individual European member states, it is not currently possible to estimate the Company's existing liability or future expenses resulting from the Directive. As the European Union and its individual member states clarify specific requirements and policies with respect to the Directive, the Company will continue to assess its potential financial impact. Similar legislation may be enacted in other geographies, including federal and state legislation in the United States, the cumulative impact of which could be significant.

Business interruptions could adversely affect the Company's future operating results;results.

        The Company's major business operations are subject to interruption by earthquake, fire, power shortages, terrorist attacks and other hostile acts, labor disputes, and other events beyond its control. The majority of the Company's research and development activities, its corporate headquarters, and other critical business operations, including certain major components suppliers and manufacturing vendors, are located near major seismic faults. The Company does not carry earthquake insurance for direct quake-related losses. The Company's operating results and financial condition could be materially adversely affected in the event of a major earthquake or other natural or manmade disaster.

Unanticipated changes in the Company's tax rates could affect its future results.

        The Company's future effective tax rates could be favorably or unfavorably affected by unanticipated changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of the Company deferred tax assets and liabilities, or by changes in tax laws or their interpretation.

The Company's stock price may be volatile.

        ForThe Company's stock has at times experienced substantial price volatility as a discussionresult of variations between its actual and anticipated financial results and as a result of announcements by the Company and its competitors. In addition, the stock market has experienced extreme price and volume fluctuations that have affected the market price of many technology companies in ways that have been unrelated to the operating performance of these companies. These factors, as well as general economic and other factors affectingpolitical conditions and investors' concerns regarding the credibility of corporate financial reporting and integrity of financial markets, may materially adversely affect the market price of 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"common stock in the Company's 2001 Form 10-K.future.



Item 3.    Disclosures About Market Risk

        The Company's market risk profile has not changed significantly from that described in the 20012002 Form 10-K.

Interest Rate and Foreign Currency Risk Management

        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 non-hedge portfolios, the Company continually monitorsregularly reviews its foreign exchange forward and option positions, and its interest rate swap and option 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,be hedged, 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-market instruments for any given period may not coincide with the timing of gains and losses related to the underlying economic exposures and,

42



therefore, may adversely affect the Company's operating results and financial position. The Company adopted Statement of Financial Accounting Standard (SFAS) No. 133,Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133), as of October 1, 2000. SFAS No. 133 establishesestablished accounting and reporting standards for derivative instruments, hedging activities, and exposure definition. Management does not believe that ongoing application of SFAS No. 133 has or will significantly alter the Company's hedging strategies. However, its application may increase the volatility of other income and expense and other comprehensive income.

Interest Rate Risk

        While the Company is exposed to interest rate fluctuations in many of the world's leading industrialized countries, the Company's interest income and expense is most sensitive to fluctuations in the general level of U.S. interest rates. In this regard, changes in U.S. interest rates affect the interest earned on the Company's cash, cash equivalents, and short-term investments as well as costs associated with foreign currency hedges.

        The Company's fixed income investment policy and strategy is to ensure the preservation of capital, meet liquidity requirements, and optimize return in light of the current credit and interest rate environment. The Company benchmarks its performance by utilizing external money managers to manage a small portion of the aggregate investment portfolio. The external managers adhere to the Company's investment policies and also provide occasional research and market information that supplements internal research used to make credit decisions in the investment process.

        During 1994, the Company issued $300 million aggregate principal amount of 6.5% unsecured notes in a public offering registered with the SEC. The notes were sold at 99.925% of par, for an effective yield to maturity of 6.51%. The notes pay interest semiannually and mature on February 15, 2004.

        The Company's exposure to market risk for changes in interest rates relates primarily to the Company's investment portfolio and long-term debt obligations and related derivative financial instruments. The Company places its short-term investments in highly liquid securities issued by 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. These investments are generally in U.S. corporate securities (including commercial paper, loan participations, certificates of deposit, time deposits and corporate debt securities) and in foreign securities (including foreign commercial paper, loan participation, certificates of deposit and time deposits with foreign institutions), most of which are denominated in U.S. dollars.

All highly liquid investments with maturities of three months or less are classified as cash equivalents; highly liquid investments with maturities greater than three months are classified as short-term investments. Approximately $942 million and $313As of December 28, 2002, $889 million of the Company's investment portfolio was classified as short-term investments was in government agency securities and high investment grade corporate debt with underlying maturities ranging from 1 to 5 years asyears. As of the end of the third quarter ofSeptember 28, 2002, and the end of fiscal 2001, respectively. The remainder$1.087 billion of the Company's investment portfolio was classified as short-term investments with maturities ranging from 1 to 5 years. The remainder all had underlying maturities between 3 and 12 months.

        During 1994, Due to liquidity needs, or in anticipation of credit deterioration, or for the purpose of duration management of the Company's investment portfolio, the Company issued $300may sell investments prior to their stated maturities. As a result of such activity, the Company recognized net gains of $9 million aggregate principal amountduring the first quarter of 6.5% unsecured notes in a public offering registered with2003 and $3 million during the SEC. The notes were sold at 99.925%first quarter of par, for an

34



effective yield to maturity of 6.51%. The notes pay interest semiannually and mature on February 15, 2004.2002.

        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 entered into no interest rate asset swaps during 2002 or the first quarter of 2003.

        During the last two years, the Company has entered into interest rate swaps 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

43



a portion of the Company's exposure away from fluctuations in short-term U.S. interest rates. The interest rate swaps, which qualified as accounting hedges, generally required the Company to pay a floating interest rate based on the three- or six-month U.S. dollar LIBOR and receive a fixed rate of interest without exchanges of the underlying notional amounts. These swaps effectively converted the Company's fixed-rate 10 year10-year debt to floating-rate debt and converted a portion of the floating rate investments to fixed rate. Due to prevailing market interest rates, during 2002 the Company entered into and then subsequently closed out debt swap positions realizing a gain of $6 million. During 2001 the Company closed out all of its then existing debt swap positions realizing a gain of $17 million. This gain wasBoth the gains in 2002 and 2001 were deferred, recognized in long-term debt and isare being amortized to other income and expense over the remaining life of the debt. At certain times in the past, the Company has also entered 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.

        Due to prevailing market conditions, lower interest rates, and uncertainties related to the timing and depth of an economic recovery, the Company entered into interest rate swap agreements in January and February 2002 to convert its $300 million of fixed rate debt to a floating rate based on 6 month LIBOR.

Foreign Currency Risk

        Overall, the Company is a net receiver of currencies other than the U.S. dollar and, as such, generally 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. There is also a risk that the Company will have to adjust local currency product pricing within the time frame of our hedged positions due to competitive pressures when there has been significant volatility in foreign currency exchange rates.

        The Company enters into foreign currency forward and option contracts with financial institutions primarily to protect against foreign exchange risks associated with 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 limited availability of appropriate hedging instruments. The Company also enters into foreign currency forward and option contracts to offset the foreign exchange gains and losses generated by the remeasurementre-measurement of certain recorded assets and liabilities denominated in non-functional currencies of its foreign subsidiaries. There has not been a significant change in


Item 4.    Controls and Procedures

        Based on an evaluation under the naturesupervision and with the participation of the Company's foreign currency risk profilemanagement as of a date within 90 days of the filing date of this Quarterly Report on Form 10-Q, the Company's principal executive officer and principal financial officer have concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as amended (Exchange Act)) are effective to ensure that information required to be disclosed by the Company in reports that it files or related derivative positions since September 29, 2001.submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.


        There were no significant changes in the Company's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. There were no significant deficiencies or material weaknesses identified, and therefore there were no resulting corrective actions taken. However, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events and there is no certainty that any design will succeed in achieving its stated goal under all potential future considerations.

44



PART II.    OTHER INFORMATION

Item 1.    Legal Proceedings

        The Company is subject to various legal proceedings and claims that are discussed below and/or in the 20012002 Form 10-K. The Company is also subject to certain other legal proceedings and claims that 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, inIn the opinion of management, the Company does not have a potential liability related to any current legal proceedings and claims that would have a material adverse effect on its financial condition, liquidity or results of operations.


Item 4.    Submission However, the results of Matterslegal proceedings cannot be predicted with certainty. Should the Company fail to prevail in any of these legal matters or should several of these legal matters be resolved against the Company in the same reporting period, the operating results of a Vote of Security Holders
particular reporting period could be materially adversely affected.

        Hawaii Structural Iron Workers and Pension Trust Fund v. Apple Computer, Inc. and Steven P. Jobs; Young v. Apple Computer, Inc. et al; Hsu v. Apple Computer Inc. et al Beginning on September 27, 2001, three shareholder class action lawsuits were filed in the United States District Court for the Northern District of California against the Company and its Chief Executive Officer. These lawsuits are substantially identical, and purport to bring suit on behalf of persons who purchased the Company's publicly traded common stock between July 19, 2000, and September 28, 2000. The annual meetingcomplaints allege violations of shareholdersthe 1934 Securities Exchange Act and seek unspecified compensatory damages and other relief. The Company believes these claims are without merit and intends to defend them vigorously. The Company filed a motion to dismiss on June 4, 2002, which was heldheard by the Court on April 24,September 13, 2002. Proposals I, II and III were approved. Proposal IV and Proposal V were not approved. The results are as follows:

Proposal I

        The following directors were elected atOn December 11, 2002, the meetingCourt granted the Company's motion to servedismiss for failure to state a one-year term as directors:

 
 For
 Authority Withheld
William V. Campbell 306,821,794 3,709,317
Millard S. Drexler 306,651,184 3,879,927
Lawrence J. Ellison 254,860,555 55,670,556
Steven P. Jobs 307,012,007 3,519,104
Arthur D. Levinson 306,952,291 3,578,820
Jerome B. York 303,582,488 6,947,585

Proposal II

        The proposalcause of action, with leave to plaintiffs to amend the Company's 1998 Executive Officer Stock Plan (the 1998 Plan) to increase the number of shares reserved for issuance thereunder by 5,000,000 shares, bringing the total number of shares of Common Stock reserved for issuance under the 1998 Plan to 48,000,000, was approved. As a result, the 1998 Plan wastheir complaint within thirty days. Plaintiff filed their amended to reserve an additional 5,000,000 shares of Common Stock for issuance thereunder.

For

 Against
 Abstained
 Broker Non-Vote
181,444,270 126,980,860 2,105,981 0

Proposal III

        The appointment of KPMG LLP as the Company's independent auditors was ratified for fiscal year 2002.

For

 Against
 Abstained
301,388,984 7,587,833 1,554,294

Proposal IV

        The shareholder proposal requesting the Board of Directors to adopt an independent Board Nominating Committee policy that provides for a transition to a Nominating Committee composed

36



entirely of independent directors as Nominating Committee openings occur was not approved by the required vote.

For

 Against
 Abstained
 Broker Non-Vote
30,952,424 183,754,710 3,208,713 92,615,264

Proposal V

        The shareholder proposal requesting the Board of Directors to adopt an independent Board Compensation Committee policy that provides for a transition to a Compensation Committee composed entirely of independent directors as Compensation Committee openings occur was not approved by the required vote.

For

 Against
 Abstained
 Broker Non-Vote
84,098,943 130,766,885 3,046,299 92,618,984

        The proposals above are described in detail in the Registrant's definitive proxy statement dated March 21, 2002, for the Annual Meeting of Shareholders heldcomplaint on April 24, 2002.January 31, 2003.


Item 6. Exhibits and Reports on Form 8-K

(a)
Index to Exhibits

(1).    These exhibits are filed as part of this Form 10-Q.




Exhibit NumberIncorporated
by Reference

 Description

10.A.511998 Executive Officer Stock Plan, as amended through April 24, 2002.

10.A.52


In March 2002, the Company entered into a Reimbursement Agreement with Mr. Steve Jobs, Chief Executive Officer, for the reimbursement of expenses incurred by Mr. Jobs in the operation of his private plane when used for Apple business. The Reimbursement Agreement is effective for expenses incurred by Mr. Jobs for Apple business purposes since he took delivery of the plane in May 2001. A copy of the agreement is attached hereto as an exhibit.

99.1


Certificate of Apple Computer, Inc. Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(2).    These exhibits are hereby incorporated by reference as part of this Form 10-Q.

Exhibit
Number

 Notes*Exhibit Description
 DescriptionForm
Filing Date
Filed
Herewith

23.1 97/1QAgreement and Plan of Merger Among Apple Computer, Inc., Blackbird Acquisition Corporation and NeXT Software, Inc., dated as of December 20, 1996

3.1


88-S3


Restated Articles of Incorporation, filed with the Secretary of State of the State of California on January 27, 1988.
S-37/27/88

3.2


00/3Q

 

Amendment to Restated Articles of Incorporation, filed with the Secretary of State of the State of California on May 4, 2000.

3.3

10-Q

 

00/3Q5/11/00



3.3

 

By-Laws of the Company, as amended through April 20, 2000.

4.2

10-Q

 

94/2Q7/01/00



4.2

 

Indenture dated as of February 1, 1994, between the Company and Morgan Guaranty Trust Company of New York (the Indenture").

York.

 

10-Q


4/01/94

 

 

37



4.3


94/2Q

 

Supplemental Indenture dated as of February 1, 1994, among the Company, Morgan Guaranty Trust Company of New York, as resigning trustee, and Citibank, N.A., as successor trustee.

4.4

10-Q

 

94/2Q4/01/94

 

Officers' Certificate, without exhibits, pursuant to Section 301 of the Indenture, establishing the terms of the Company's 6 1/2% Notes due 2004.

4.5

 

94/2Q


Form of the Company's 6 1/2%1/2% Notes due 2004.

4.8

 

96-S3/A10-Q


4/01/94











45



4.8

 

Registration Rights Agreement, dated June 7, 1996 among the Company and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated.

4.9

S-3

 

97K8/28/96



4.9

 

Certificate of Determination of Preferences of Series A Non-Voting Convertible Preferred Stock of Apple Computer, Inc.


10-K


9/26/97



10.A

.1

93/3Q**10.A.1

 

1981 Stock Option Plan, as amended.


10-Q


6/25/93



10.A

.3

91K**10.A.3

 

Apple Computer, Inc. Savings and Investment Plan, as amended and restated effective as of October 1, 1990.


10-K


9/27/91



10.A

.3-1

92K**10.A.3-1

 

Amendment of Apple Computer, Inc. Savings and Investment Plan dated March 1, 1992.


10-K


9/25/92



10.A

.3-2

97/2Q**10.A.3-2

 

Amendment No. 2 to the Apple Computer, Inc. Savings and Investment Plan.


10-Q


3/28/97



10.A

.5

98/1Q**10.A.5

 

1990 Stock Option Plan, as amended through November 5, 1997.


10-Q


12/26/97



10.A

.6

99K**10.A.6

 

Apple Computer, Inc. Employee Stock Purchase Plan, as amended through October 6, 1999.


10-K


9/25/99



10.A

.8

97K**10.A.8

 

Form of Indemnification Agreement between the Registrant and each officer of the Registrant.


10-K


9/26/97



10.A

.43

97/2Q**10.A.43

 

NeXT Computer, Inc. 1990 Stock Option Plan, as amended.


S-8


3/21/97



10.A

.49

00/3Q**10.A.49

 

1997 Employee Stock Option Plan, as amended through June 13,October 19, 2001.


10-K


9/28/02



10.A

.50

98/2Q**10.A.50

 

1997 Director Stock Option PlanPlan.


10-Q


3/27/98



10.B10.A.51

.8

91-8K-81998 Executive Officer Stock Plan, as amended through April 24, 2002.


10-Q


6/29/02



10.A.52


Reimbursement Agreement.


10-Q


6/29/02



10.B.8

 

Participation in the Customer Design Center by the Registrant dated as of September 30, 1991 between IBM and the Registrant.


8-K


10/91



10.B

.9

91-8K-910.B.9

 

Agreement for Purchase of IBM Products (Original Equipment Manufacturer) dated as of September 30, 1991 between IBM and the Registrant.


8-K


10/91



10.B

.12

92K






46



10.B.12

 

Microprocessor Requirements Agreement dated January 31, 1992 between the Registrant and Motorola, Inc.


10-K


9/25/92



10.B

.16

96/3Q10.B.16

 

Fountain Manufacturing Agreement dated May 31, 1996 between Registrant and SCI Systems, Inc.


10-Q


8/12/96



2199.1


Certificate of Apple Computer, Inc. Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

 

 

 

Subsidiaries of the Company.

23.1

 



Consent of KPMG LLP.

*
Notes appear on pages 39.

**
Represents a management contract or compensatory plan or arrangement

38


NOTES



88-S3


Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (file no. 33-23317) filed July 27, 1988.

91K


Incorporated by reference to the exhibit of that number in the Company's Annual Report on Form 10-K for the fiscal year ended September 27, 1991 (the "1991 Form 10-K").

91-8K-8


Incorporated by reference to Exhibit 8 to the October 1991 Form 8-K.

91-8K-9


Incorporated by reference to Exhibit 9 to the October 1991 Form 8-K.

92K


Incorporated by reference to the exhibit of that number in the Company's Annual Report on Form 10-K for the fiscal year ended September 25, 1992 (the "1992 Form 10-K").

93/3Q


Incorporated by reference to Exhibit 10.A.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 25, 1993.

94/2Q


Incorporated by reference to the exhibit of that number in the Company's Quarterly Report on Form 10-Q for the quarter ended April 1, 1994.

96/2Q


Incorporated by reference to the exhibit of that number in the Company's Quarterly Report on Form 10-Q for the quarter ended March 29, 1996.

96-S3/A-4.1.1, -4.2.1, -4.3.1, -4.8


Incorporated by reference to the exhibit 4.1, 4.2, 4.3, and 4.8, respectively, in the Company's Registration Statement on Form S-3/A (file no. 333-10961) filed October 30, 1996.

97/2Q


Incorporated by reference to the exhibit of that number in the Company's Quarterly Report on Form 10-Q for the quarter ended March 28, 1997.

97K


Incorporated by reference to the exhibit of that number in the Company's Annual Report on Form 10-K for the fiscal year ended September 26, 1997 (the "1997 Form 10-K").

98/1Q


Incorporated by reference to the exhibit of that number in the Company's Quarterly Report on Form 10-Q for the quarter ended December 26, 1997.

98/2Q


Incorporated by reference to the exhibit of that number in the Company's Quarterly Report on Form 10-Q for the quarter ended March 27, 1998.

99K


Incorporated by reference to the exhibit of that number in the Company's Annual Report on Form 10-K for the fiscal year ended September 25, 1999 (the "1999 Form 10-K").

00/3Q


Incorporated by reference to the exhibit of that number in the Company's Quarterly Report on Form 10-Q for the quarter ended July 1, 2000.X
(b)
Reports on Form 8-K

        None


47



SIGNATURESSIGNATURE

        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
August 8, 2002February 10, 2003

 

 

 

 

48



CERTIFICATIONS

        I, Steven P. Jobs, certify that:

        1.    I have reviewed this quarterly report on Form 10-Q of Apple Computer, Inc.;

        2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

        3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

        4.    The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

        5.    The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

        6.    The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

February 10, 2003



By:

/s/ Steven P. Jobs

Steven P. Jobs
Chief Executive Officer

49


        I, Fred D. Anderson, certify that:

        1.    I have reviewed this quarterly report on Form 10-Q of Apple Computer, Inc.;

        2.    Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

        3.    Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

        4.    The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

        5.    The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

        6.    The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

February 10, 2003



By:

/s/ Fred D. Anderson

Fred D. Anderson
Executive Vice President and
Chief Financial Officer


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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Notes to Condensed Consolidated Financial Statements
SIGNATURESSIGNATURE
CERTIFICATIONS