AppleInc 25jan10
AppleInc 25jan10
1 INFINITE LOOP
CUPERTINO, CA, 95014
408−996−1010
www.apple.com
10−K/A
Annual report pursuant to section 13 and 15(d)
Filed on 1/25/2010
Filed Period 9/26/2009
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10−K/A
(Amendment No. 1)
(Mark One)
⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 26, 2009
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Apple Inc.
(Exact name of registrant as specified in its charter)
California 94−2404110
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1 Infinite Loop
Cupertino, California 95014
(Address of principal executive offices) (Zip Code)
Indicate by check mark if the registrant is a well−known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No ¤
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ¤ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes x No ¤
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S−T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files).
Yes x No ¤
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K (§229.405 of this chapter) is not contained herein, and will
not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10−K or any amendment to this Form 10−K. ¤
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non−accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b−2 of the Exchange Act.
Large accelerated filer x Accelerated filer ¤
Non−accelerated filer ¤ (Do not check if smaller reporting company) Smaller Reporting Company ¤
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b−2 of the Act).
Yes ¤ No x
The aggregate market value of the voting and non−voting stock held by non−affiliates of the registrant, as of March 28, 2009, was approximately
$94,593,000,000 based upon the closing price reported for such date on the NASDAQ Global Select Market. For purposes of this disclosure, shares of
common stock held by persons who hold more than 5% of the outstanding shares of common stock and shares held by executive officers and directors of the
registrant have been excluded because such persons may be deemed to be affiliates. This determination of executive officer or affiliate status is not
necessarily a conclusive determination for other purposes.
900,678,473 shares of Common Stock Issued and Outstanding as of October 16, 2009
(1) Portions of the registrant’s definitive Proxy Statement relating to its 2010 Annual Meeting of Shareholders are incorporated by reference into Part III of
this Annual Report on Form 10−K where indicated. Such Proxy Statement will be filed with the U.S. Securities and Exchange Commission within 120 days
after the end of the fiscal year to which this report relates.
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Parts of this Amendment No. 1 to the Annual Report on Form 10−K contain forward−looking statements that involve risks and uncertainties. Many of the
forward−looking statements are located in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward−looking
statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any
historical or current fact. Forward−looking statements can also be identified by words such as “anticipates,” “believes,” “estimates,” “expects,”
“intends,” “plans,” “predicts,” and similar terms. Forward−looking statements are not guarantees of future performance and the Company’s actual
results may differ significantly from the results discussed in the forward−looking statements. Factors that might cause such differences include, but are not
limited to, those discussed in the subsection entitled “Risk Factors” under Part I, Item 1A of the Form 10−K for the year ended September 26, 2009 that
was filed with the Securities and Exchange Commission on October 27, 2009. All information presented herein is based on the Company’s fiscal calendar.
Unless otherwise stated, references in this report to particular years or quarters refer to the Company’s fiscal years ended in September and the associated
quarters of those fiscal years. The Company assumes no obligation to revise or update any forward−looking statements for any reason, except as required
by law.
Explanatory Note
Apple Inc. (the “Company”) is filing this Amendment No. 1 to the Annual Report on Form 10−K (the “Form 10−K/A”) to amend its Annual Report on
Form 10−K for the year ended September 26, 2009, which was filed with the Securities and Exchange Commission (“SEC”) on October 27, 2009 (the
“Original Filing” and together with the Form 10−K/A, the “Form 10−K”). As amended by this Form 10−K/A, the Form 10−K reflects the Company’s
retrospective adoption of the Financial Accounting Standards Board’s (“FASB”) amended accounting standards related to revenue recognition for
arrangements with multiple deliverables and arrangements that include software elements (“new accounting principles”). The new accounting principles
permit prospective or retrospective adoption, and the Company elected retrospective adoption. The Company adopted the new accounting principles during
the first quarter of 2010, as reflected in the Company’s financial statements included in its Quarterly Report on Form 10−Q for the quarter ended
December 26, 2009, which was filed with the SEC on January 25, 2010. The new accounting principles significantly change how the Company accounts for
certain revenue arrangements that include both hardware and software elements as described further below.
Under the historical accounting principles, the Company was required to account for sales of both iPhone and Apple TV using subscription accounting
because the Company indicated it might from time−to−time provide future unspecified software upgrades and features for those products free of charge.
Under subscription accounting, revenue and associated product cost of sales for iPhone and Apple TV were deferred at the time of sale and recognized on a
straight−line basis over each product’s estimated economic life. This resulted in the deferral of significant amounts of revenue and cost of sales related to
iPhone and Apple TV. Costs incurred by the Company for engineering, sales, marketing and warranty were expensed as incurred. As of September 26,
2009, based on the historical accounting principles, total accumulated deferred revenue and deferred costs associated with past iPhone and Apple TV sales
were $12.1 billion and $5.2 billion, respectively.
The new accounting principles generally require the Company to account for the sale of both iPhone and Apple TV as two deliverables. The first deliverable
is the hardware and software delivered at the time of sale, and the second deliverable is the right included with the purchase of iPhone and Apple TV to
receive on a when−and−if−available basis future unspecified software upgrades and features relating to the product’s software. The new accounting
principles result in the recognition of substantially all of the revenue and product costs from sales of iPhone and Apple TV at the time of sale. Additionally,
the Company is required to estimate a standalone selling price for the unspecified software upgrade right included with the sale of iPhone and Apple TV and
recognizes that amount ratably over the 24−month estimated life of the related hardware device. For all periods presented, the Company’s estimated selling
price for the software upgrade right included with each iPhone and Apple TV sold is $25 and $10, respectively. The adoption of the new accounting
principles increased the Company’s net sales by $6.4 billion, $5.0 billion and $572 million for 2009, 2008 and 2007, respectively. As of
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September 26, 2009, the revised total accumulated deferred revenue associated with iPhone and Apple TV sales to date was $483 million; revised
accumulated deferred costs for such sales were zero.
The Company had the option of adopting the new accounting principles on a prospective or retrospective basis. Prospective adoption would have required
the Company to apply the new accounting principles to sales beginning in fiscal year 2010 without reflecting the impact of the new accounting principles on
iPhone and Apple TV sales made prior to September 2009. Accordingly, the Company’s financial results for the two years following adoption would have
included the impact of amortizing the significant amounts of deferred revenue and cost of sales related to historical iPhone and Apple TV sales. The
Company believes prospective adoption would have resulted in financial information that was not comparable between financial periods because of the
significant amount of past iPhone sales; therefore, the Company elected retrospective adoption. Retrospective adoption required the Company to revise its
previously issued financial statements as if the new accounting principles had always been applied. The Company believes retrospective adoption provides
the most comparable and useful financial information for financial statement users, is more consistent with the information the Company’s management
uses to evaluate its business, and better reflects the underlying economic performance of the Company. Accordingly, the Company has revised its financial
statements for 2009, 2008 and 2007 in this Form 10−K/A to reflect the retrospective adoption of the new accounting principles. There was no impact from
the retrospective adoption of the new accounting principles for 2006 and 2005. Those years predated the Company’s introduction of iPhone and Apple TV.
Part II, Item 8 under Note 2, “Retrospective Adoption of New Accounting Principles” in Notes to Consolidated Financial Statements of this Form 10−K/A
provides a discussion of the full effects of the retrospective adoption of the new accounting principles to the Company’s previously reported Consolidated
Balance Sheets and Consolidated Statements of Operations. This Form 10−K/A amends the following items in the Company’s Original Filing to reflect the
retrospective adoption of the new accounting principles:
Part II, Item 6. Selected Financial Data
Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Part II, Item 8. Financial Statements and Supplementary Data
Part IV, Item 15. Exhibits, Financial Statement Schedules
This Form 10−K/A includes only items amended due to the retrospective adoption of the new accounting principles. This Form 10−K/A does not attempt to
modify or update the disclosures in any other items set forth in the Original Filing. This Form 10−K/A speaks as of September 26, 2009, unless otherwise
noted. The Original Filing sets forth the annual disclosures that are unaffected by the retrospective adoption of the new accounting principles. Accordingly,
this Form 10−K/A should be read in conjunction with the Original Filing and all filings made with the SEC subsequent to the date of the Original Filing.
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PART II
Item 6. Selected Financial Data
The Consolidated Balance Sheets as of September 26, 2009 and September 27, 2008, and the Consolidated Statements of Operations for the years ended
September 26, 2009, September 27, 2008, and September 29, 2007 have been amended to reflect the impact of the retrospective adoption of the new
accounting principles, which has been reflected in the following table. There was no impact from the retrospective adoption of the new accounting
principles for the years ended September 30, 2006 and September 24, 2005. Those years predated the Company’s introduction of iPhone and Apple TV.
The information set forth below for the five years ended September 26, 2009, is not necessarily indicative of results of future operations, and should be read
in conjunction with Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated
financial statements and related notes thereto included in Part II, Item 8 of this Form 10−K to fully understand factors that may affect the comparability of
the information presented below (in millions, except share amounts which are reflected in thousands and per share amounts).
2009 2008 2007 2006 2005
Net sales $ 42,905 $ 37,491 $ 24,578 $ 19,315 $ 13,931
Net income $ 8,235 $ 6,119 $ 3,495 $ 1,989 $ 1,328
Earnings per common share:
Basic $ 9.22 $ 6.94 $ 4.04 $ 2.36 $ 1.64
Diluted $ 9.08 $ 6.78 $ 3.93 $ 2.27 $ 1.55
Cash dividends declared per common share $ — $ — $ — $ — $ —
Shares used in computing earnings per share:
Basic 893,016 881,592 864,595 844,058 808,439
Diluted 907,005 902,139 889,292 877,526 856,878
Cash, cash equivalents and marketable securities $ 33,992 $ 24,490 $ 15,386 $ 10,110 $ 8,261
Total assets $ 47,501 $ 36,171 $ 24,878 $ 17,205 $ 11,516
Long−term debt $ — $ — $ — $ — $ —
Total liabilities $ 15,861 $ 13,874 $ 10,347 $ 7,221 $ 4,088
Shareholders’ equity $ 31,640 $ 22,297 $ 14,531 $ 9,984 $ 7,428
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This section and other parts of this Form 10−K contain forward−looking statements that involve risks and uncertainties. Forward−looking statements can
also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward−looking statements are not
guarantees of future performance and the Company’s actual results may differ significantly from the results discussed in the forward−looking statements.
Factors that might cause such differences include, but are not limited to, those discussed in the subsection entitled “Risk Factors” under Part I, Item 1A of
this Form 10−K, which are incorporated herein by reference. The following discussion should be read in conjunction with the consolidated financial
statements and notes thereto included in Part II, Item 8 of this Form 10−K. All information presented herein is based on the Company’s fiscal calendar.
Unless otherwise stated, references in this report to particular years or quarters refer to the Company’s fiscal years ended in September and the associated
quarters of those fiscal years. The Company assumes no obligation to revise or update any forward−looking statements for any reason, except as required
by law.
The following information has been amended to reflect the retrospective adoption of the Financial Accounting Standards Board’s (“FASB”) amended
accounting standards related to revenue recognition for arrangements with multiple deliverables and arrangements that include software elements (“new
accounting principles”) on the Company’s financial results, which is more fully described in the “Explanatory Note” immediately preceding Part II, Item 6
and in Part II, Item 8 under Note 2, “Retrospective Adoption of New Accounting Principles” in Notes to Consolidated Financial Statements of this Form
10−K.
Executive Overview
The Company designs, manufactures, and markets personal computers, mobile communication devices, and portable digital music and video players and
sells a variety of related software, services, peripherals, and networking solutions. The Company’s products and services include the Mac line of desktop
and portable computers, iPhone, the iPod line of portable digital music and video players, Apple TV, Xserve, a portfolio of consumer and professional
software applications, the Mac OS X operating system, third−party digital content and applications through the iTunes Store, and a variety of accessory,
service and support offerings. The Company sells its products worldwide through its online stores, its retail stores, its direct sales force, and third−party
wholesalers, retailers, and value−added resellers. In addition, the Company sells a variety of third−party Mac, iPhone and iPod compatible products,
including application software, printers, storage devices, speakers, headphones, and various other accessories and peripherals through its online and retail
stores. The Company sells to consumer, small and mid−sized business (“SMB”), education, enterprise, government, and creative markets.
The Company is focused on providing innovative products and solutions to consumer, SMB, education, enterprise, government and creative customers that
greatly enhance their evolving digital lifestyles and work environments. The Company’s overall business strategy is to control the design and development
of the hardware and software for all of its products, including the personal computer, mobile communications and consumer electronics devices. The
Company’s business strategy leverages its unique ability to design and develop its own operating system, hardware, application software, and services to
provide its customers new products and solutions with superior ease−of−use, seamless integration, and innovative industrial design. The Company believes
continual investment in research and development is critical to the development and enhancement of innovative products and technologies. In conjunction
with its strategy, the Company continues to build and host a robust platform for the discovery and delivery of third−party digital content and applications
through the iTunes Store. Most recently the Company launched the App Store that allows users to browse, search for, and purchase third−party applications
through either a Mac or Windows−based computer or by wirelessly downloading directly to an iPhone or iPod touch. The Company also desires to support a
community for the development of third−party products that complement the Company’s offerings through its developer programs. The Company is
therefore uniquely positioned to offer superior and well−integrated digital lifestyle and productivity solutions.
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The Company participates in several highly competitive markets, including personal computers with its Mac line of personal computers, mobile
communications with iPhone, consumer electronics with its iPod product families, and distribution of third−party digital content and applications through its
online iTunes Store. While the Company is widely recognized as a leading innovator in the personal computer, mobile communications and consumer
electronics markets as well as a leader in the emerging market for distribution of digital content and applications, these markets are highly competitive and
subject to aggressive pricing. To remain competitive, the Company believes that increased investment in research and development and marketing and
advertising is necessary to maintain or expand its position in the markets where it competes. The Company’s research and development spending is focused
on further developing its existing Mac line of personal computers, its operating system, application software, iPhone and iPods; developing new digital
lifestyle consumer and professional software applications; and investing in new product areas and technologies. The Company also believes increased
investment in marketing and advertising programs is critical to increasing product and brand awareness.
The Company utilizes a variety of direct and indirect distribution channels. The Company believes that sales of its innovative and differentiated products are
enhanced by knowledgeable salespersons who can convey the value of the hardware, software, and peripheral integration, demonstrate the unique digital
lifestyle solutions that are available on Mac computers, and demonstrate the compatibility of the Mac with the Windows platform and networks. The
Company further believes providing a high−quality sales and after−sales support experience is critical to attracting new and retaining existing customers. To
ensure a high−quality buying experience for its products in which service and education are emphasized, the Company continues to expand and improve its
distribution capabilities by opening its own retail stores in the U.S. and in international markets. The Company had 273 stores open as of September 26,
2009.
The Company has also invested in programs to enhance reseller sales, including the Apple Sales Consultant Program, which places Apple employees and
contractors at selected third−party reseller locations, and the Apple Premium Reseller Program, through which independently run businesses focus on the
Apple platform and provide a high level of customer service and product expertise. The Company believes providing direct contact with its targeted
customers is an efficient way to demonstrate the advantages of its Mac computers and other products over those of its competitors. The Company also sells
to customers directly through its online stores around the world and through its direct sales force.
The Company distributes iPhone in over 80 countries, through its direct channels, its cellular network carriers’ distribution channels and certain third−party
resellers. The Company has signed multi−year agreements with various cellular network carriers authorizing them to distribute and provide cellular network
services for iPhones. These agreements are generally not exclusive with a specific carrier, except in the U.S., Germany, Spain, Ireland and certain other
countries.
The Company’s iPods are sold through a significant number of distribution points to provide broad access. iPods can be purchased in certain department
stores, member−only warehouse stores, large retail chains and specialty retail stores, as well as through the channels for Mac distribution listed above.
Revenue Recognition
Net sales consist primarily of revenue from the sale of hardware, software, digital content and applications, peripherals, and service and support contracts.
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and
collection is probable. Product is considered delivered to the customer once it has been shipped and title and risk of loss have been transferred. For most of
the Company’s product sales, these criteria are met at the time the product is shipped. For online sales to individuals, for some sales to education customers
in the U.S., and for certain other sales, the Company defers recognition of revenue until the customer receives the product because the Company retains a
portion of the risk of loss on these sales during transit. The Company recognizes revenue from the sale of hardware products (e.g., Mac computers, iPhones,
iPods and peripherals), software bundled with hardware that is essential to the functionality of the hardware, and third−party digital content sold on the
iTunes Store in accordance with general revenue recognition accounting guidance. The Company recognizes revenue in accordance with industry specific
software accounting guidance for the following types of sales transactions: (i) standalone sales of software products, (ii) sales of software upgrades and
(iii) sales of software bundled with hardware not essential to the functionality of the hardware.
For multi−element arrangements that include tangible products containing software essential to the tangible product’s functionality and undelivered
software elements relating to the tangible product’s essential software, the Company allocates revenue to all deliverables based on their relative selling
prices. In such circumstances, the new accounting principles establish a hierarchy to determine the selling price to be used for allocating revenue to
deliverables as follows: (i) vendor−specific objective evidence of fair value (“VSOE”), (ii) third−party evidence of selling price (“TPE”) and (iii) best
estimate of the selling price (“ESP”).
For iPhone, the Company indicated it might from time−to−time provide future unspecified software upgrades and features free of charge to customers. The
Company has identified two deliverables generally contained in arrangements involving the sale of iPhone. The first deliverable is the hardware and
software essential to the functionality of the hardware device delivered at the time of sale, and the second deliverable is the right included with the purchase
of iPhone to receive on a when−and−if−available basis future unspecified software upgrades and features relating to the product’s essential software. The
Company has allocated revenue between these two deliverables using the relative selling price method. Because the Company has neither VSOE nor TPE
for the two deliverables, the allocation of revenue has been based on the Company’s ESPs. Amounts allocated to the delivered hardware and the related
essential software are recognized at the time of sale provided the other conditions for revenue recognition have been met. Amounts allocated to the
unspecified software upgrade rights are deferred and recognized on a straight−line basis over the 24−month estimated life of the related hardware. All
product cost of sales, including estimated warranty costs, are generally recognized at the time of sale. Costs for engineering and sales and marketing are
expensed as incurred. If the estimated life of the hardware product should change, the future rate of amortization of the revenue allocated to the software
upgrade right will also change.
For all periods presented, the Company’s ESP for the software upgrade right included with each iPhone sold is $25. The Company’s process for determining
its ESP for deliverables without VSOE or TPE involves management’s judgment. The Company’s process considers multiple factors that may vary
depending upon the unique facts and circumstances related to each deliverable. The Company believes its customers, particularly
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consumers, would be reluctant to buy unspecified software upgrade rights related to iPhone. This view is primarily based on the fact that upgrade rights do
not obligate the Company to provide upgrades at a particular time or at all, and do not specify to customers which upgrades or features will be delivered in
the future. Therefore, the Company has concluded if it were to sell upgrade rights on a standalone basis, such as those included with iPhone, the selling
price would be relatively low. Key factors considered by the Company in developing the ESPs for iPhone upgrade rights include prices charged by the
Company for similar offerings, the Company’s historical pricing practices, the nature of the upgrade rights (e.g., unspecified and when−and−if−available),
and the relative ESP of the upgrade rights as compared to the total selling price of the product. If the facts and circumstances underlying the factors
considered change or should future facts and circumstances lead the Company to consider additional factors, the Company’s ESP for software upgrades
related to future iPhone sales could change in future periods. If the Company’s ESP for the unspecified software upgrade rights related to iPhone had been
$5 or 20% higher or lower, the Company’s net sales for the year ended September 26, 2009 would have decreased or increased by $50 million as compared
to the Company’s net sales of $42.9 billion.
The Company records reductions to revenue for estimated commitments related to price protection and for customer incentive programs, including reseller
and end−user rebates, and other sales programs and volume−based incentives. For transactions involving price protection, the Company recognizes revenue
net of the estimated amount to be refunded, provided the refund amount can be reasonably and reliably estimated and the other conditions for revenue
recognition have been met. The Company’s policy requires that, if refunds cannot be reliably estimated, revenue is not recognized until reliable estimates
can be made or the price protection lapses. For customer incentive programs, the estimated cost of these programs is recognized at the later of the date at
which the Company has sold the product or the date at which the program is offered. The Company also records reductions to revenue for expected future
product returns based on the Company’s historical experience. Future market conditions and product transitions may require the Company to increase
customer incentive programs and incur incremental price protection obligations that could result in additional reductions to revenue at the time such
programs are offered. Additionally, certain customer incentive programs require management to estimate the number of customers who will actually redeem
the incentive. Management’s estimates are based on historical experience and the specific terms and conditions of particular incentive programs. If a greater
than estimated proportion of customers redeem such incentives, the Company would be required to record additional reductions to revenue, which would
have a negative impact on the Company’s results of operations.
The allowance for doubtful accounts is based on management’s assessment of the ability to collect specific customer accounts and includes consideration of
the credit−worthiness and financial condition of those specific customers. The Company records an allowance to reduce the specific receivables to the
amount that it reasonably believes to be collectible. The Company also records an allowance for all other trade receivables based on multiple factors,
including historical experience with bad debts, the general economic environment, the financial condition of the Company’s distribution channels, and the
aging of such receivables. If there is a deterioration of a major customer’s financial condition, if the Company becomes aware of additional information
related to the credit−worthiness of a major customer, or if future actual default rates on trade receivables in general differ from those currently anticipated,
the Company may have to adjust its allowance for doubtful accounts, which would affect its results of operations in the period the adjustments are made.
The Company records accruals for estimated cancellation fees related to component orders that have been cancelled or are expected to be cancelled.
Consistent with industry practice, the Company acquires components through a combination of purchase orders, supplier contracts, and open orders based
on projected demand information. These commitments typically cover the Company’s requirements for periods ranging from 30 to 150 days. If there is an
abrupt and substantial decline in demand for one or more of the Company’s products or an unanticipated change in technological requirements for any of
the Company’s products, the Company may be required to record additional accruals for cancellation fees that would negatively affect its results of
operations in the period when the cancellation fees are identified and recorded.
Warranty Costs
The Company provides for the estimated cost of hardware and software warranties at the time the related revenue is recognized based on historical and
projected warranty claim rates, historical and projected cost−per−claim, and knowledge of specific product failures that are outside of the Company’s
typical experience. Each quarter, the Company reevaluates its estimates to assess the adequacy of its recorded warranty liabilities considering the size of the
installed base of products subject to warranty protection and adjusts the amounts as necessary. If actual
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product failure rates or repair costs differ from estimates, revisions to the estimated warranty liability would be required and could materially affect the
Company’s results of operations.
The Company periodically provides updates to its applications and operating system software to maintain the software’s compliance with specifications.
The estimated cost to develop such updates is accounted for as warranty cost that is recognized at the time related software revenue is recognized. Factors
considered in determining appropriate accruals related to such updates include the number of units delivered, the number of updates expected to occur, and
the historical cost and estimated future cost of the resources necessary to develop these updates.
Income Taxes
The Company records a tax provision for the anticipated tax consequences of the reported results of operations. In accordance with GAAP, the provision for
income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax
consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit
carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in
which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is
believed more likely than not to be realized.
The Company recognizes and measures uncertain tax positions in accordance with GAAP, whereby the Company only recognizes the tax benefit from an
uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical
merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a
greater than 50% likelihood of being realized upon ultimate settlement.
Management believes it is more likely than not that forecasted income, including income that may be generated as a result of certain tax planning strategies,
together with the tax effects of the deferred tax liabilities, will be sufficient to fully recover the deferred tax assets. In the event that the Company
determines all or part of the net deferred tax assets are not realizable in the future, the Company will make an adjustment to the valuation allowance that
would be charged to earnings in the period such determination is made. In addition, the calculation of tax liabilities involves significant judgment in
estimating the impact of uncertainties in the application of GAAP and complex tax laws. Resolution of these uncertainties in a manner inconsistent with
management’s expectations could have a material impact on the Company’s financial condition and operating results.
The following table summarizes net sales and Mac unit sales by operating segment and net sales and unit sales by product during the three years ended
September 26, 2009 (in millions, except unit sales in thousands and per unit amounts):
2009 Change 2008 Change 2007
Net Sales by Operating Segment:
Americas net sales $18,887 15% $16,447 38% $11,907
Europe net sales 11,810 28% 9,233 69% 5,469
Japan net sales 2,279 32% 1,728 59% 1,084
Retail net sales 6,656 (9)% 7,292 67% 4,362
Other Segments net sales (a) 3,273 17% 2,791 59% 1,756
Net sales per Mac unit sold (h) $ 1,333 (10)% $ 1,478 1% $ 1,466
Net sales per iPod unit sold (i) $ 149 (11)% $ 167 4% $ 161
(c) Includes MacBook, MacBook Air and MacBook Pro product lines.
(d) Consists of iTunes Store sales, iPod services, and Apple−branded and third−party iPod accessories.
(e) Derived from handset sales, carrier agreements, and Apple−branded and third−party iPhone accessories.
(f) Includes sales of displays, wireless connectivity and networking solutions, and other hardware accessories.
(g) Includes sales of Apple−branded operating system and application software, third−party software, AppleCare and Internet services.
(h) Derived by dividing total Mac net sales by total Mac unit sales.
(i) Derived by dividing total iPod net sales by total iPod unit sales.
NM = Not Meaningful
Partially offsetting the favorable factors discussed above, net sales during 2009 were negatively impacted by certain factors, including the following:
• Net sales of iPods decreased $1.1 billion or 12% during 2009 compared to 2008. iPod unit sales decreased slightly by 1% during 2009
compared to 2008. Net sales per iPod unit sold decreased 11% to $149 in 2009 compared to 2008, resulting from lower average selling prices
across all of the iPod product lines, which were due primarily to price reductions taken with the introduction of new iPods in September 2009
and September 2008 and a stronger U.S. dollar, offset partially by a higher product mix of iPod touch.
• Mac net sales declined 3% during 2009 compared to 2008, although Mac unit sales increased by 7% over the same period. Net sales per Mac
unit sold decreased by 10% during 2009 compared to 2008, due primarily to lower average selling prices across all Mac portable and desktop
systems and a stronger U.S. dollar. Net sales of Macs accounted for 32% of the Company’s total net sales for 2009. During 2009, Mac portable
systems net sales and unit sales increased by 9% and 20%, respectively, compared to 2008. This growth was driven by strong demand for
MacBook Pro, which was updated in June 2009 and October 2008, and experienced double digit net sales and unit growth in each of the
Company’s reportable operating segments compared to the same period in 2008. The Company also had a higher product mix of portable
systems, which is consistent with the overall market trends. However, net sales and unit sales of the Company’s Mac desktop systems decreased
by 23% and 14%,
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respectively, during 2009 compared to 2008. The decrease in net sales of Mac desktop systems was due mainly to a shift in product mix
towards lower−priced desktops, lower average selling prices across all Mac desktop systems and a stronger U.S. dollar.
Americas
During 2009, net sales in the Americas segment increased $2.4 billion or 15% compared to 2008. The increase in net sales during 2009 was attributable to
the significant year−over−year increase in iPhone revenue, higher sales of third−party digital content and applications from the iTunes Store, and increased
sales of Mac portable systems, which were partially offset by a decrease in sales of Mac desktop systems and iPods. Americas Mac net sales decreased 6%
due primarily to lower average selling prices, while Mac unit sales increased by 4% on a year−over−year basis. The increase in Mac unit sales was due
primarily to strong demand for the MacBook Pro, which was updated in June 2009 and October 2008. The Americas segment represented approximately
44% of the Company’s total net sales in both 2009 and 2008.
During 2008, net sales in the Americas segment increased $4.5 billion or 38% compared to 2007. The primary drivers of this growth were the significant
year−over−year increase in sales of iPhone, iPod touch, Mac portable systems, and content from the iTunes Store. The Company began shipping iPhone in
June 2007 and the growth in iPhone sales in 2008 resulted from a full year of iPhone shipments as well as stronger demand for iPhones in the fourth quarter
of 2008. The increase in Mac net sales of $1.4 billion or 31% and Mac unit sales of 961 million or 32% is attributable to growth in sales of all of the Mac
portable systems, particularly the MacBook, and higher sales of the iMac. Net sales of iPods increased due to a shift in product mix toward higher priced
iPods, particularly the iPod touch, which was upgraded in June 2008. In 2008, the Americas segment represented 44% of the Company’s total net sales as
compared to 48% in 2007.
Europe
During 2009, net sales in Europe increased $2.6 billion or 28% compared to 2008. The increase in net sales was due mainly to increased iPhone revenue and
strong sales of Mac portable systems, offset partially by lower net sales of Mac desktop systems, iPods, and a stronger U.S. dollar. Mac unit sales increased
13% in 2009 compared to 2008, which was driven primarily by increased sales of Mac portable systems, particularly MacBook Pro, while total Mac net
sales declined as a result of lower average selling prices across all Mac products. Although iPod net sales decreased in Europe year−over−year as a result of
lower average selling prices, iPod unit sales increased due to iPod touch and market share increases. The Europe segment represented 28% and 25% of total
net sales in 2009 and 2008, respectively.
Europe’s net sales increased $3.8 billion or 69% during 2008 compared to 2007. The main drivers of this growth were strong sales of iPhone, Mac portable
systems and iMac, and increased sales from the iTunes Store. Also contributing to the increase in net sales were higher iPod net sales due primarily to the
iPod touch, which was upgraded in June 2008. Sales of Mac portable products increased due to stronger demand for the MacBook Pro and the MacBook,
both updated in February 2008, as well as sales of the MacBook Air, introduced in January 2008. Mac desktop sales also increased due primarily to the
popularity of the iMac, which was updated in April 2008. The Europe segment represented 25% and 22% of total net sales in 2008 and 2007, respectively.
Japan
Japan’s net sales increased $551 million or 32% in 2009 compared to 2008. The key contributors to this growth were increased iPhone revenue, stronger
demand for certain Mac portable systems and iPods, and strength in the Japanese Yen, partially offset by decreased sales of Mac desktop systems. Net sales
and unit sales of Mac portable systems increased during 2009 compared to 2008, driven primarily by stronger demand for MacBook Pro, which was updated
in June 2009 and October 2008. Net sales and unit sales of iPods increased during 2009 compared to 2008, driven by strong demand for iPod touch and iPod
nano.
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Japan net sales increased $644 million or 59% in 2008 compared to 2007. The primary contributors to the growth in net sales were increases in sales of
iPhones, iPods, iMac, Mac portable systems, and strong sales from the iTunes Store. Net sales, unit sales and the average selling price of iPods increased
during 2008 compared to 2007, driven by strong demand for iPod touch and iPod nano. Additionally, Mac net sales and unit sales grew 42% and 29%,
respectively, in 2008 compared to 2007 due to increases in sales of iMac and Mac portable systems, particularly MacBook, as well as the introduction of
MacBook Air in January 2008.
Retail
Retail net sales decreased $636 million or 9% during 2009 compared to 2008. The decline in net sales was driven largely by a decrease in net sales of
iPhones, iPods and Mac desktop systems, offset partially by strong demand for Mac portable systems. The Company opened 26 new retail stores during
2009, including a total of 14 international stores, ending the year with 273 stores open. This compares to 247 stores open as of September 27, 2008 and 197
open stores as of September 29, 2007.
The year−over−year decline in Retail net sales is attributable to continued third−party channel expansion, particularly in the U.S. where most of the
Company’s stores are located, and also reflects the challenging consumer−spending environment. With an average of 254 stores and 211 stores opened
during 2009 and 2008, respectively, average revenue per store decreased to $26.2 million for 2009 from $34.6 million in 2008.
The Retail segment’s net sales grew by $2.9 billion or 67% during 2008 compared to 2007, due in large part to strong demand for the iPhone, increased
sales of Mac portable and desktop systems, increased sales of iPod touch and new store openings. The Company opened 50 new retail stores during 2008,
bringing the total number of open stores to 247 as of September 27, 2008. This compares to 197 open stores as of September 29, 2007. With an average of
211 stores and 178 stores opened during 2008 and 2007, respectively, average revenue per store increased to $34.6 million for 2008 from $24.5 million in
2007.
As measured by the Company’s operating segment reporting, the Retail segment reported operating income of $1.7 billion during 2009 and 2008, and $876
million during 2007. Despite the year−over−year decline in Retail net sales, the Retail segment’s operating income was flat at $1.7 billion in 2009 and 2008
due primarily to a higher gross margin percentage consistent with that experienced by the overall company. The Retail segment’s operating income
increased by $785 million during 2008 as compared to 2007 due primarily to the significant Retail net sales growth of 67% as compared to 2007.
Expansion of the Retail segment has required and will continue to require a substantial investment in fixed assets and related infrastructure, operating lease
commitments, personnel, and other operating expenses. Capital asset purchases associated with the Retail segment were $369 million in 2009, bringing the
total capital asset purchases since inception of the Retail segment to $1.8 billion. As of September 26, 2009, the Retail segment had approximately 16,500
full−time equivalent employees and had outstanding operating lease commitments associated with retail store space and related facilities of $1.5 billion. The
Company would incur substantial costs if it were to close multiple retail stores. Such costs could adversely affect the Company’s financial condition and
operating results.
Other Segments
The Company’s Other Segments, which consist of its Asia Pacific and FileMaker operations, experienced an increase in net sales of $482 million, or 17%,
during 2009 as compared to 2008 reflecting strong growth in sales of iPhone and Mac portable systems offset partially by a decline in sales related to iPods
and Mac desktop systems in the Asia Pacific region, as well as a strengthening of the U.S. dollar against the Australian dollar and other Asian currencies.
Mac net sales and unit sales grew in the Asia Pacific region by 4% and 17%, respectively, due to increased sales of the MacBook Pro.
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The Company’s Other Segments experienced an increase in net sales of $1.0 billion, or 59% during 2008 as compared to 2007. These increases are related
primarily to strong growth in sales of iPhone, Mac portable systems, iPods and iMac in the Company’s Asia Pacific region. Sales from the iTunes Store in
the Company’s Asia Pacific region grew 109% compared to 2007.
Gross Margin
Gross margin for the three years ended September 26, 2009, are as follows (in millions, except gross margin percentages):
2009 2008 2007
Net sales $ 42,905 $ 37,491 $ 24,578
Cost of sales 25,683 24,294 16,426
The gross margin percentage in 2009 was 40.1% compared to 35.2% in 2008. The primary contributors of the increase in 2009 as compared to 2008 were a
favorable sales mix toward products with higher gross margins and lower commodity and other product costs, which were partially offset by product price
reductions.
The gross margin percentage in 2008 was 35.2% compared to 33.2% in 2007. The primary contributors of the increase in 2008 as compared to 2007 were a
favorable sales mix toward products with higher gross margins and lower commodity costs, which were partially offset by higher other product costs. In
2007, gross margin was impacted by higher than expected costs associated with the initial iPhone product launch.
Operating Expenses
Operating expenses for the three years ended September 26, 2009, are as follows (in millions, except for percentages):
2009 2008 2007
Research and development $ 1,333 $ 1,109 $ 782
Percentage of net sales 3.1% 3.0% 3.2%
Selling, general and administrative $ 4,149 $ 3,761 $ 2,963
Percentage of net sales 9.7% 10.0% 12.1%
Expenditures for R&D increased 42% or $327 million to $1.1 billion in 2008 compared to 2007. These increases were due primarily to an increase in
headcount in 2008 and higher stock−based compensation expenses. In 2008, $11 million of software development costs were capitalized related to Mac OS
X Snow Leopard and excluded
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from R&D expense, while R&D expense for 2007 excluded $75 million of capitalized software development costs related to Mac OS X Leopard and iPhone
software. Although total R&D expense increased 42% during 2008, it remained relatively flat as a percentage of net sales given the 53% increase in revenue
during 2008.
Expenditures for SG&A increased $798 million or 27% to $3.8 billion in 2008 compared to 2007. These increases are due primarily to higher stock−based
compensation expenses, higher variable selling expenses resulting from the significant year−over−year increase in total net sales and the Company’s
continued expansion of its Retail segment in both domestic and international markets. In addition, the Company incurred higher spending on marketing and
advertising during 2008 compared to 2007.
Total other income and expense decreased $294 million or 47% to $326 million during 2009 compared to $620 million and $599 million in 2008 and 2007,
respectively. The overall decrease in other income and expense is attributable to the significant decline in interest rates during 2009 compared to 2008 and
2007, partially offset by the Company’s higher cash, cash equivalents and marketable securities balances. The weighted average interest rate earned by the
Company on its cash, cash equivalents and marketable securities was 1.43%, 3.44% and 5.27% during 2009, 2008 and 2007, respectively. During 2009,
2008 and 2007, the Company had no debt outstanding and accordingly did not incur any related interest expense.
The Company’s investment portfolio had gross unrealized losses of $16 million and $121 million as of September 26, 2009 and September 27, 2008,
respectively, which were offset by gross unrealized gains of $73 million and $4 million as of September 26, 2009 and September 27, 2008, respectively. The
net unrealized gains as of September 26, 2009 and the net unrealized losses as of September 27, 2008 related primarily to long−term marketable securities.
The Company considers the declines in market value of its marketable securities investment portfolio to be temporary in nature. The unrealized losses on
the Company’s marketable securities were caused primarily by changes in market interest rates, specifically widening credit spreads. The Company does not
have the intent to sell, nor is it more likely than not the Company will be required to sell, any investment before recovery of its amortized cost basis.
Accordingly, no material declines in fair value were recognized in the Company’s Consolidated Statements of Operations during 2009, 2008 and 2007. The
Company may sell certain of its marketable securities prior to their stated maturities for strategic purposes, in anticipation of credit deterioration, or for
duration management. The Company recognized no material net gains or losses during 2009, 2008 and 2007 related to such sales.
The Internal Revenue Service (the “IRS”) has completed its field audit of the Company’s federal income tax returns for the years 2002 through 2003 and
proposed certain adjustments. The Company has contested certain of these adjustments through the IRS Appeals Office. All IRS audit issues for years prior
to 2002 have been resolved. In addition, the Company is subject to audits by state, local, and foreign tax authorities. Management believes that adequate
provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty.
If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s expectations, the Company could be
required to adjust its provision for income taxes in the period such resolution occurs.
In December 2007, the FASB issued FASB ASC 805, Business Combinations (formerly referenced as SFAS No. 141 (revised 2007), Business
Combinations), which establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the acquiree in a business combination. This new accounting standard also establishes
principles regarding how goodwill acquired in a business combination or a gain from a bargain purchase should be recognized and measured, as well as
provides guidelines on the disclosure requirements on the nature and financial impact of the business combination. In April 2009, the FASB amended this
new accounting standard to require that assets acquired and liabilities assumed in a business combination that arise from contingencies be recognized at fair
value, if the fair value can be determined during the measurement period. This new business combination accounting standard is effective for fiscal years
beginning on or after December 15, 2008 and will be adopted by the Company beginning in the first quarter of 2010 and will apply prospectively to any
business combinations completed on or after that date. The effect of adoption of this new accounting pronouncement on the Company’s financial condition
or operating results will depend on the nature of acquisitions completed after the date of adoption.
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Liquidity and Capital Resources
The following table presents selected financial information and statistics as of and for the three years ended September 26, 2009 (in millions):
2009 2008 2007
Cash, cash equivalents and marketable securities $ 33,992 $ 24,490 $ 15,386
Accounts receivable, net $ 3,361 $ 2,422 $ 1,637
Inventories $ 455 $ 509 $ 346
Working capital $ 20,049 $ 18,645 $ 12,595
Annual operating cash flow $ 10,159 $ 9,596 $ 5,470
As of September 26, 2009, the Company had $34.0 billion in cash, cash equivalents and marketable securities, an increase of $9.5 billion from
September 27, 2008. The principal component of this net increase was the cash generated by operating activities of $10.2 billion, which was partially offset
by payments for acquisitions of property, plant and equipment of $1.1 billion.
The Company’s marketable securities investment portfolio is invested primarily in highly rated securities, generally with a minimum rating of single−A or
equivalent. As of September 26, 2009 and September 27, 2008, $17.4 billion and $11.3 billion, respectively, of the Company’s cash, cash equivalents and
marketable securities were held by foreign subsidiaries and are generally based in U.S. dollar−denominated holdings. The Company believes its existing
balances of cash, cash equivalents and marketable securities will be sufficient to satisfy its working capital needs, capital asset purchases, outstanding
commitments and other liquidity requirements associated with its existing operations over the next 12 months.
Capital Assets
The Company’s cash payments for capital asset purchases were $1.1 billion during 2009, consisting of $369 million for retail store facilities and $775
million for real estate acquisitions and corporate infrastructure including information systems enhancements. The Company anticipates utilizing
approximately $1.9 billion for capital asset purchases during 2010, including approximately $400 million for Retail facilities and approximately $1.5 billion
for corporate facilities, infrastructure, and product tooling and manufacturing process equipment.
Historically the Company has opened between 25 and 50 new retail stores per year. During 2010, the Company expects to open a number of new stores near
the upper end of this range, over half of which are expected to be located outside of the U.S.
Lease Commitments
As of September 26, 2009, the Company had total outstanding commitments on noncancelable operating leases of $1.9 billion, $1.5 billion of which related
to the lease of retail space and related facilities. The Company’s major facility leases are generally for terms of one to 20 years and generally provide
renewal options for terms of one to five additional years. Leases for retail space are for terms of five to 20 years, the majority of which are for ten years, and
often contain multi−year renewal options.
The Company has entered into prepaid long−term supply agreements to secure the supply of certain inventory components. During the first quarter of 2009,
a long−term supply agreement with Intel Corporation was terminated and the remaining prepaid balance of $167 million was repaid to the Company. During
the second and fourth quarters of 2009, the Company made a prepayment of $500 million to LG Display for the purchase of LCD panels and a prepayment
of $500 million to Toshiba to purchase NAND flash memory, respectively. As of September 26, 2009, the Company had a total of $1.2 billion of inventory
component prepayments outstanding.
Other Obligations
Other outstanding obligations were $356 million as of September 26, 2009, which related to advertising, research and development, Internet and
telecommunications services and other obligations.
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As of September 26, 2009, the Company had gross unrecognized tax benefits of $971 million and an additional $291 million for gross interest and penalties
classified as non−current liabilities in the Consolidated Balance Sheet. The Company believes it is reasonably possible that tax audit resolutions could
reduce its unrecognized tax benefits by between $105 million and $145 million in the next 12 months. At this time, the Company is unable to make a
reasonably reliable estimate of the timing of payments in individual years due to uncertainties in the timing of tax audit outcomes; therefore, such amounts
are not included in the above contractual obligation table.
Indemnifications
The Company generally does not indemnify end−users of its operating system and application software against legal claims that the software infringes
third−party intellectual property rights. Other agreements entered into by the Company sometimes include indemnification provisions under which the
Company could be subject to costs and/or damages in the event of an infringement claim against the Company or an indemnified third−party. However, the
Company has not been required to make any significant payments resulting from such an infringement claim asserted against it or an indemnified
third−party and, in the opinion of management, does not have a liability related to unresolved infringement claims subject to indemnification that would
materially adversely affect its financial condition or operating results. Therefore, the Company did not record a liability for infringement costs as of either
September 26, 2009 or September 27, 2008.
The Company has entered into indemnification agreements with its directors and executive officers. Under these agreements, the Company has agreed to
indemnify such individuals to the fullest extent permitted by law against liabilities that arise by reason of their status as directors or officers and to advance
expenses incurred by such individuals in connection with related legal proceedings. It is not possible to determine the maximum potential amount of
payments the Company could be required to make under these agreements due to the limited history of prior indemnification claims and the unique facts
and circumstances involved in each claim. However, the Company maintains directors and officers liability insurance coverage to reduce its exposure to
such obligations, and payments made under these agreements historically have not materially adversely affected the Company’s financial condition or
operating results.
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All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require
submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.
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CONSOLIDATED BALANCE SHEETS
(in millions, except share amounts)
September 26, 2009 September 27, 2008
ASSETS:
Current assets:
Cash and cash equivalents $ 5,263 $ 11,875
Short−term marketable securities 18,201 10,236
Accounts receivable, less allowances of $52 and $47, respectively 3,361 2,422
Inventories 455 509
Deferred tax assets 1,135 1,044
Other current assets 3,140 3,920
Operating expenses:
Research and development 1,333 1,109 782
Selling, general and administrative 4,149 3,761 2,963
Operating Activities:
Net income 8,235 6,119 3,495
Adjustments to reconcile net income to cash generated by operating activities:
Depreciation, amortization and accretion 734 496 327
Stock−based compensation expense 710 516 242
Deferred income tax expense 1,040 398 73
Loss on disposition of property, plant and equipment 26 22 12
Changes in operating assets and liabilities:
Accounts receivable, net (939) (785) (385)
Inventories 54 (163) (76)
Other current assets 749 (274) (1,279)
Other assets (902) 289 285
Accounts payable 92 596 1,494
Deferred revenue 521 718 566
Other liabilities (161) 1,664 716
Investing Activities:
Purchases of marketable securities (46,724) (22,965) (11,719)
Proceeds from maturities of marketable securities 19,790 11,804 6,483
Proceeds from sales of marketable securities 10,888 4,439 2,941
Purchases of other long−term investments (101) (38) (17)
Payments made in connection with business acquisitions, net of cash acquired — (220) —
Payment for acquisition of property, plant and equipment (1,144) (1,091) (735)
Payment for acquisition of intangible assets (69) (108) (251)
Other (74) (10) 49
Financing Activities:
Proceeds from issuance of common stock 475 483 365
Excess tax benefits from stock−based compensation 270 757 377
Cash used to net share settle equity awards (82) (124) (3)
Cash and cash equivalents, end of the year $ 5,263 $ 11,875 $ 9,352
Certain prior year amounts in the consolidated financial statements and notes thereto have been reclassified to conform to the current year’s presentation.
During the first quarter of 2009, the Company reclassified $2.4 billion of certain fixed−income securities from short−term marketable securities to
long−term marketable securities in the September 27, 2008 Consolidated Balance Sheet. The reclassification resulted from a change in accounting
presentation for certain investments based on contractual maturity dates, which more closely reflects the Company’s assessment of the timing of when such
securities will be converted to cash. As a result of this change, marketable securities with maturities less than 12 months are classified as short−term and
marketable securities with maturities greater than 12 months are classified as long−term. There have been no changes in the Company’s investment policies
or practices associated with this change in accounting presentation. See Note 3, “Financial Instruments” of this Form 10−K for additional information.
The Company’s fiscal year is the 52 or 53−week period that ends on the last Saturday of September. The Company’s fiscal years 2009, 2008 and 2007
ended on September 26, 2009, September 27, 2008 and September 29, 2007, respectively, and included 52 weeks each. An additional week is included in
the first fiscal quarter approximately every six years to realign fiscal quarters with calendar quarters. Unless otherwise stated, references to particular years
or quarters refer to the Company’s fiscal years ended in September and the associated quarters of those fiscal years.
In May 2009, the Financial Accounting Standards Board (“FASB”) established general accounting standards and disclosure for subsequent events. The
Company adopted FASB Accounting Standards Codification (“ASC”) 855, Subsequent Events (formerly referenced as Statement of Financial Accounting
Standards (“SFAS”) No. 165, Subsequent Events), during the third quarter of 2009. The Company has evaluated subsequent events through the date and
time the financial statements were originally issued on October 27, 2009. The Company has further evaluated subsequent events for disclosure only through
the date and time the financial statements were reissued on January 25, 2010.
The new accounting principles generally require the Company to account for the sale of both iPhone and Apple TV as two deliverables. The first deliverable
is the hardware and software essential to the functionality of the hardware device delivered at the time of sale, and the second deliverable is the right
included with the purchase of iPhone and Apple TV to receive on a when−and−if−available basis future unspecified software upgrades and features relating
to the product’s essential software. The new accounting principles result in the recognition of substantially all of the revenue and product costs from the
sales of iPhone and Apple TV at the time of sale. Additionally, the Company is required to estimate a standalone selling price for the unspecified software
upgrade rights included with the sale of iPhone and Apple TV and recognizes that amount ratably over the 24−month estimated life of the related hardware
device.
The financial statements and notes to the financial statements presented herein have been adjusted to reflect the retrospective adoption of the new
accounting principles. Refer to the “Explanatory Note” immediately preceding Part II, Item 6 and Note 2, “Retrospective Adoption of New Accounting
Principles” in this Form 10−K for additional information on the impact of adoption.
Financial Instruments
Cash Equivalents and Marketable Securities
All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. The Company’s debt and
marketable equity securities have been classified and accounted for as available−for−sale. Management determines the appropriate classification of its
investments in debt securities at the time of purchase and reevaluates the available−for−sale designations as of each balance sheet date. The Company
classifies its marketable debt securities as either short−term or long−term based on each instrument’s underlying contractual maturity date. Marketable
securities with maturities of less than 12 months are classified as short−term and marketable securities with maturities greater than 12 months are classified
as long−term. These securities are carried at fair value, with the unrealized gains and losses, net of taxes, reported as a component of shareholders’ equity.
The cost of securities sold is based upon the specific identification method.
The Company accounts for its derivative instruments as either assets or liabilities and carries them at fair value. Derivatives that are not defined as hedges
must be adjusted to fair value through earnings.
For derivative instruments that hedge the exposure to variability in expected future cash flows that are designated as cash flow hedges, the effective portion
of the gain or loss on the derivative instrument is reported as a component of accumulated other comprehensive income in shareholders’ equity and
reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. The ineffective portion of the gain or loss on
the derivative instrument is recognized in current earnings. To receive hedge accounting treatment, cash flow hedges must be highly effective in offsetting
changes to expected future cash flows on
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hedged transactions. For options designated as cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness and are
recognized in earnings. For derivative instruments that hedge the exposure to changes in the fair value of an asset or a liability and that are designated as fair
value hedges, the net gain or loss on the derivative instrument as well as the offsetting gain or loss on the hedged item attributable to the hedged risk are
recognized in earnings in the current period. The Company did not have a net gain or loss on these derivative instruments during 2009, 2008 and 2007. The
net gain or loss on the effective portion of a derivative instrument that is designated as an economic hedge of the foreign currency translation exposure of
the net investment in a foreign operation is reported in the same manner as a foreign currency translation adjustment. For forward exchange contracts
designated as net investment hedges, the Company excludes changes in fair value relating to changes in the forward carry component from its definition of
effectiveness. Accordingly, any gains or losses related to this component are recognized in current earnings.
During the first quarter of 2009, the Company adopted FASB ASC 825, Financial Instruments (formerly referenced as SFAS No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities – Including an amendment of FASB Statement No. 115), which allows companies to choose to
measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected
the fair value option for any eligible financial instruments.
Inventories
Inventories are stated at the lower of cost, computed using the first−in, first−out method, or market. If the cost of the inventories exceeds their market value,
provisions are made currently for the difference between the cost and the market value. The Company’s inventories consist primarily of finished goods for
all periods presented.
The Company does not amortize goodwill and intangible assets with indefinite useful lives, rather such assets are required to be tested for impairment at
least annually or sooner whenever events or changes in circumstances indicate that the assets may be impaired. The Company performs its goodwill and
intangible asset impairment tests on or about August 31 of each year. The Company did not recognize any goodwill or intangible asset impairment charges
in 2009, 2008 and 2007. 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 amortizes its intangible assets with definite lives over their estimated useful lives and reviews these assets for impairment. The Company is
currently amortizing its acquired intangible assets with definite lives over periods ranging from one to ten years.
Revenue Recognition
Net sales consist primarily of revenue from the sale of hardware, software, digital content and applications, peripherals, and service and support contracts.
The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable, and
collection is probable. Product is considered delivered to the customer once it has been shipped and title and risk of loss have been
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transferred. For most of the Company’s product sales, these criteria are met at the time the product is shipped. For online sales to individuals, for some sales
to education customers in the U.S., and for certain other sales, the Company defers revenue until the customer receives the product because the Company
legally retains a portion of the risk of loss on these sales during transit. The Company recognizes revenue from the sale of hardware products (e.g., Mac
computers, iPhones, iPods and peripherals), software bundled with hardware that is essential to the functionality of the hardware, and third−party digital
content sold on the iTunes Store in accordance with general revenue recognition accounting guidance. The Company recognizes revenue in accordance with
industry specific software accounting guidance for the following types of sales transactions: (i) standalone sales of software products, (ii) sales of software
upgrades and (iii) sales of software bundled with hardware not essential to the functionality of the hardware.
Revenue from service and support contracts is deferred and recognized ratably over the service coverage periods. These contracts typically include extended
phone support, repair services, web−based support resources, diagnostic tools, and extend the service coverage offered under the Company’s standard
limited warranty.
The Company sells software and peripheral products obtained from other companies. The Company generally establishes its own pricing and retains related
inventory risk, is the primary obligor in sales transactions with its customers, and assumes the credit risk for amounts billed to its customers. Accordingly,
the Company generally recognizes revenue for the sale of products obtained from other companies based on the gross amount billed.
The Company records reductions to revenue for estimated commitments related to price protection and for customer incentive programs, including reseller
and end−user rebates, and other sales programs and volume−based incentives. The estimated cost of these programs is accrued as a reduction to revenue in
the period the Company has sold the product and committed to a plan. The Company also records reductions to revenue for expected future product returns
based on the Company’s historical experience. Revenue is recorded net of taxes collected from customers that are remitted to governmental authorities, with
the collected taxes recorded as current liabilities until remitted to the relevant government authority.
For both iPhone and Apple TV, the Company has indicated it may from time−to−time provide future unspecified software upgrades and features free of
charge to customers. The Company has identified two deliverables generally contained in arrangements involving the sale of iPhone and Apple TV. The
first deliverable is the hardware and software essential to the functionality of the hardware device delivered at the time of sale, and the second deliverable is
the right included with the purchase of iPhone and Apple TV to receive on a when−and−if−available basis future unspecified software upgrades and features
relating to the product’s essential software. The Company has allocated revenue between these two deliverables using the relative selling price method.
Because the Company has neither VSOE nor TPE for the two deliverables the allocation of revenue has been based on the Company’s ESPs. Amounts
allocated to the delivered hardware and the related essential software are recognized at the time of sale provided the other conditions for revenue recognition
have been met. Amounts allocated to the unspecified software upgrade rights are deferred and recognized on a straight−line basis over the 24−month
estimated life of the related hardware. All product cost of sales, including estimated warranty costs, are generally recognized at the time of sale. Costs for
engineering and sales and marketing are expensed as incurred.
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For all periods presented, the Company’s ESP for the software upgrade right included with each iPhone and Apple TV sold is $25 and $10, respectively.
The Company’s process for determining its ESP for deliverables without VSOE or TPE considers multiple factors that may vary depending upon the unique
facts and circumstances related to each deliverable. The Company believes its customers, particularly consumers, would be reluctant to buy unspecified
software upgrade rights related to iPhone and Apple TV. This view is primarily based on the fact that upgrade rights do not obligate the Company to provide
upgrades at a particular time or at all, and do not specify to customers which upgrades or features will be delivered in the future. Therefore, the Company
has concluded that if it were to sell upgrade rights on a standalone basis, such as those included with iPhone and Apple TV, the selling price would be
relatively low. Key factors considered by the Company in developing the ESPs for iPhone and Apple TV upgrade rights include prices charged by the
Company for similar offerings, the Company’s historical pricing practices, the nature of the upgrade rights (e.g., unspecified and when−and−if−available),
and the relative ESP of the upgrade rights as compared to the total selling price of the product. In addition, when developing ESPs for products other than
iPhone and Apple TV, the Company may consider other factors as appropriate including the pricing of competitive alternatives if they exist, and
product−specific business objectives.
The Company accounts for multiple element arrangements that consist only of software or software−related products, including the sale of upgrades to
previously sold software, in accordance with industry specific accounting guidance for software and software−related transactions. For such transactions,
revenue on arrangements that include multiple elements is allocated to each element based on the relative fair value of each element, and fair value is
generally determined by VSOE. If the Company cannot objectively determine the fair value of any undelivered element included in such multiple−element
arrangements, the Company defers revenue until all elements are delivered and services have been performed, or until fair value can objectively be
determined for any remaining undelivered elements. When the fair value of a delivered element has not been established, but fair value exists for the
undelivered elements, the Company uses the residual method to recognize revenue if the fair value of all undelivered elements is determinable. Under the
residual method, the fair value of the undelivered elements is deferred and the remaining portion of the arrangement fee is allocated to the delivered
elements and is recognized as revenue.
Except as described for iPhone and Apple TV, the Company generally does not offer specified or unspecified upgrade rights to its customers in connection
with software sales or the sale of extended warranty and support contracts. A limited number of the Company’s software products are available with
maintenance agreements that grant customers rights to unspecified future upgrades over the maintenance term on a when and if available basis. Revenue
associated with such maintenance is recognized ratably over the maintenance term.
Shipping Costs
For all periods presented, amounts billed to customers related to shipping and handling are classified as revenue, and the Company’s shipping and handling
costs are included in cost of sales.
Warranty Expense
The Company generally provides for the estimated cost of hardware and software warranties at the time the related revenue is recognized. The Company
assesses the adequacy of its preexisting warranty liabilities and adjusts the amounts as necessary based on actual experience and changes in future estimates.
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Software Development Costs
Research and development costs are expensed as incurred. Development costs of computer software to be sold, leased, or otherwise marketed are subject to
capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to
customers. In most instances, the Company’s products are released soon after technological feasibility has been established. Therefore, costs incurred
subsequent to achievement of technological feasibility are usually not significant, and generally most software development costs have been expensed.
In 2009 and 2008, the Company capitalized $71 million and $11 million, respectively, of costs associated with the development of Mac OS X Version 10.6
Snow Leopard (“Mac OS X Snow Leopard”), which was released during the fourth quarter of 2009. During 2007, the Company capitalized $75 million of
costs associated with the development of Mac OS X Version 10.5 Leopard (“Mac OS X Leopard”) and iPhone software. The capitalized costs are being
amortized to cost of sales on a straight−line basis over a three year estimated useful life of the underlying technology.
Total amortization related to capitalized software development costs was $25 million, $27 million and $13 million in 2009, 2008 and 2007, respectively.
Advertising Costs
Advertising costs are expensed as incurred. Advertising expense was $501 million, $486 million and $467 million for 2009, 2008 and 2007, respectively.
Stock−Based Compensation
The Company accounts for stock−based payment transactions in which the Company receives employee services in exchange for (a) equity instruments of
the enterprise or (b) liabilities that are based on the fair value of the enterprise’s equity instruments or that may be settled by the issuance of such equity
instruments. Stock−based compensation cost for restricted stock units (“RSUs”) is measured based on the closing fair market value of the Company’s
common stock on the date of grant. Stock−based compensation cost for stock options is estimated at the grant date based on each option’s fair−value as
calculated by the Black−Scholes−Merton (“BSM”) option−pricing model. The Company recognizes stock−based compensation cost as expense ratably on a
straight−line basis over the requisite service period. The Company will recognize a benefit from stock−based compensation in equity if an incremental tax
benefit is realized by following the ordering provisions of the tax law. In addition, the Company accounts for the indirect effects of stock−based
compensation on the research tax credit, the foreign tax credit and the domestic manufacturing deduction through the income statement. Further information
regarding stock−based compensation can be found in Note 8, “Shareholders’ Equity and Stock−Based Compensation” of this Form 10−K.
Income Taxes
The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the
expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses
and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for
the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the
amount that is believed more likely than not to be realized.
During 2008, the Company adopted FASB Accounting Standards Codification (“ASC”) 740, Income Taxes (formerly referenced as FASB Financial
Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109), which changed the framework for
accounting for uncertainty in
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income taxes. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on
examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such
positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. See Note 7, “Income
Taxes” of this Form 10−K for additional information, including the effects of adoption on the Company’s consolidated financial statements.
The following table sets forth the computation of basic and diluted earnings per common share for the three years ended September 26, 2009 (in thousands,
except net income in millions and per share amounts):
2009 2008 2007
Numerator:
Net income $ 8,235 $ 6,119 $ 3,495
Denominator:
Weighted−average shares outstanding 893,016 881,592 864,595
Effect of dilutive securities 13,989 20,547 24,697
Potentially dilutive securities representing 12.6 million, 10.3 million and 13.7 million shares of common stock for 2009, 2008 and 2007, respectively, were
excluded from the computation of diluted earnings per common share for these periods because their effect would have been antidilutive.
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 GAAP are recorded as an element of shareholders’ equity but are excluded from net income. The Company’s other
comprehensive income consists of foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency,
unrealized gains and losses on marketable securities categorized as available−for−sale, and net deferred gains and losses on certain derivative instruments
accounted for as cash flow hedges.
Segment Information
The Company reports segment information based on the “management” approach. The management approach designates the internal reporting used by
management for making decisions and assessing performance as the source of the Company’s reportable segments. Information about the Company’s
products, major customers and geographic areas on a company−wide basis is also disclosed.
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Note 2 – Retrospective Adoption of New Accounting Principles
In September 2009, the FASB amended the accounting standards related to revenue recognition for arrangements with multiple deliverables and
arrangements that include software elements. In the first quarter of 2010, the Company adopted the new accounting principles on a retrospective basis. The
Company believes retrospective adoption provides the most comparable and useful financial information for financial statement users, is more consistent
with the information the Company’s management uses to evaluate its business, and better reflects the underlying economic performance of the Company.
The financial statements and notes to the financial statements presented herein have been adjusted to reflect the retrospective adoption of the new
accounting principles. Note 1, “Summary of Significant Accounting Policies” under the subheadings “Basis of Presentation and Preparation” and “Revenue
Recognition” of this Form 10−K provides additional information on the Company’s change in accounting resulting from the adoption of the new accounting
principles and the Company’s revenue recognition accounting policy.
The following tables present the effects of the retrospective adoption of the new accounting principles to the Company’s previously reported Consolidated
Balance Sheets as of September 26, 2009 and September 27, 2008 (in millions, except share amounts):
September 26, 2009
As Reported Adjustments As Amended
Current assets:
Cash and cash equivalents $ 5,263 $ — $ 5,263
Short−term marketable securities 18,201 — 18,201
Accounts receivable, less allowance of $52 3,361 — 3,361
Inventories 455 — 455
Deferred tax assets 2,101 (966) 1,135
Other current assets 6,884 (3,744) 3,140
Current liabilities:
Accounts payable $ 5,601 $ — $ 5,601
Accrued expenses 3,376 476 3,852
Deferred revenue 10,305 (8,252) 2,053
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Current liabilities:
Accounts payable $ 5,520 $ — $ 5,520
Accrued expenses 3,719 505 4,224
Deferred revenue 4,853 (3,236) 1,617
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The following tables present the effects of the retrospective adoption of the new accounting principles to the Company’s previously reported Consolidated
Statements of Operations for the years ended September 26, 2009, September 27, 2008, and September 29, 2007 (in millions, except share amounts):
Fiscal Year Ended September 26, 2009
As Reported Adjustments As Amended
Net sales $ 36,537 $ 6,368 $ 42,905
Cost of sales 23,397 2,286 25,683
Operating expenses:
Research and development 1,333 — 1,333
Selling, general and administrative 4,149 — 4,149
Operating expenses:
Research and development 1,109 — 1,109
Selling, general and administrative 3,761 — 3,761
Operating expenses:
Research and development 782 — 782
Selling, general and administrative 2,963 — 2,963
During the first quarter of 2009, the Company changed its accounting presentation for certain fixed−income investments, which resulted in the
reclassification of certain investments from short−term marketable securities to long−term marketable securities. As a result, prior year balances have been
reclassified to conform to the current year’s presentation. The Company classifies its marketable securities as either short−term or long−term based on each
instrument’s underlying contractual maturity date, while its prior classifications were based on the nature of the securities and their availability for use in
current operations. As a result of this change, marketable securities with maturities of less than 12 months are classified as short−term and marketable
securities with maturities greater than 12 months are classified as long−term. The Company’s long−term marketable securities’ maturities range from one
year to five years. The Company believes this new presentation is preferable as it more closely reflects the Company’s assessment of the timing of when
such securities will be converted to cash. Accordingly, certain fixed−income investments totaling $2.4 billion have been reclassified from short−term
marketable securities to long−term marketable securities in the September 27, 2008 Consolidated Balance Sheet to conform to the current year’s financial
statement presentation. There have been no changes in the Company’s investment policies or practices associated with this change in accounting
presentation.
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The following tables summarize the Company’s available−for−sale securities’ adjusted cost, gross unrealized gains, gross unrealized losses and fair value
by significant investment category as of September 26, 2009 and September 27, 2008 (in millions):
September 26, 2009
Adjusted Unrealized Unrealized Fair
Cost Gains Losses Value
Money market funds $ 1,608 $ — $ — $ 1,608
U.S. Treasury securities 3,610 6 — 3,616
U.S. agency securities 11,085 22 — 11,107
Non−U.S. government securities 320 1 — 321
Certificates of deposit and time deposits 1,714 — — 1,714
Commercial paper 4,197 — — 4,197
Corporate securities 9,760 42 (16) 9,786
Municipal securities 502 2 — 504
The Company had net unrealized gains on its investment portfolio of $57 million as of September 26, 2009 and net unrealized losses on its investment
portfolio of $117 million as of September 27, 2008. The net unrealized gains as of September 26, 2009 and the net unrealized losses as of September 27,
2008 related primarily to long−term marketable securities. The Company may sell certain of its marketable securities prior to their stated maturities for
strategic purposes, in anticipation of credit deterioration, or for duration management. The Company recognized no material net gains or losses during 2009,
2008 and 2007 related to such sales.
The following tables show the gross unrealized losses and fair value for investments in an unrealized loss position as of September 26, 2009 and
September 27, 2008, aggregated by investment category and the length of time that individual securities have been in a continuous loss position (in
millions):
September 26, 2009
Less than 12 Months 12 Months or Greater Total
Fair Unrealized Fair Unrealized Fair Unrealized
Security Description Value Losses Value Losses Value Loss
Corporate securities $1,667 $ (3) $ 719 $ (13) $2,386 $ (16)
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The Company considers the declines in market value of its marketable securities investment portfolio to be temporary in nature. The unrealized losses on
the Company’s marketable securities were caused primarily by changes in market interest rates, specifically, widening credit spreads. The Company
typically invests in highly−rated securities, and its policy generally limits the amount of credit exposure to any one issuer. The Company’s investment
policy requires investments to be investment grade, primarily rated single−A or better, with the objective of minimizing the potential risk of principal loss.
Fair values were determined for each individual security in the investment portfolio. When evaluating the investments for other−than−temporary
impairment, the Company reviews factors such as the length of time and extent to which fair value has been below cost basis, the financial condition of the
issuer and any changes thereto, and the Company’s intent to sell, or whether it is more likely than not it will be required to sell, the investment before
recovery of the investment’s amortized cost basis. During the years ended September 26, 2009 and September 27, 2008, the Company did not recognize any
material impairment charges. As of September 26, 2009, the Company does not consider any of its investments to be other−than−temporarily impaired.
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 Consolidated Balance Sheets at fair value. The effective portions of cash flow hedges are recorded in other
comprehensive income until the hedged item is recognized in earnings. The effective portions of net investment hedges are recorded in other comprehensive
income as a part of the cumulative translation adjustment. Derivatives that are not designated as hedging instruments and the ineffective portions of cash
flow hedges and net investment hedges are adjusted to fair value through earnings in other income and expense.
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The Company had a net deferred gain associated with cash flow hedges of approximately $1 million and $19 million, net of taxes, recorded in other
comprehensive income as of September 26, 2009 and September 27, 2008, respectively. Other comprehensive income associated with cash flow hedges of
foreign currency revenue is recognized as a component of net sales in the same period as the related revenue is recognized, and other comprehensive income
related to cash flow hedges of inventory purchases is recognized as a component of cost of sales in the same period as the related costs are recognized. As of
September 26, 2009, the hedged transactions are expected to occur within six months.
Derivative instruments designated as cash flow hedges must be de−designated as hedges when it is probable the forecasted hedged transaction will not occur
in the initially identified time period or within a subsequent two month time period. Deferred gains and losses in other comprehensive income associated
with such derivative instruments are reclassified immediately into earnings through other income and expense. Any subsequent changes in fair value of such
derivative instruments also are reflected in current earnings unless they are re−designated as hedges of other transactions. The Company did not recognize
any material net gains or losses related to the loss of hedge designation on discontinued cash flow hedges during 2009, 2008 and 2007.
The Company had an unrealized net loss on net investment hedges of $2 million and $1 million, net of taxes, included in the cumulative translation
adjustment account of accumulated other comprehensive income (“AOCI”) as of September 26, 2009 and September 27, 2008, respectively. The ineffective
portions and amounts excluded from the effectiveness test of net investment hedges are recorded in current earnings in other income and expense.
The Company recognized in earnings a net gain of $133 million on foreign currency forward and option contracts not designated as hedging instruments
during the year ended September 26, 2009.
The following table shows the notional principal and credit risk amounts of the Company’s derivative instruments outstanding as of September 26, 2009 and
September 27, 2008 (in millions):
2009 2008
Notional Credit Risk Notional Credit Risk
Principal Amounts Principal Amounts
Instruments qualifying as accounting hedges:
Foreign exchange contracts $ 4,422 $ 31 $ 5,902 $ 107
Instruments other than accounting hedges:
Foreign exchange contracts $ 3,416 $ 10 $ 2,868 $ 8
The notional principal amounts for derivative instruments provide one measure of the transaction volume outstanding as of September 26, 2009, and do not
represent the amount of the Company’s exposure to credit or market loss. The credit risk amounts represent the Company’s gross exposure to potential
accounting loss on these transactions if all counterparties failed to perform according to the terms of the contract, based on then−current currency exchange
rates at each respective date. The Company’s gross exposure on these transactions may be further mitigated by collateral received from certain
counterparties. The Company’s exposure to credit loss and market risk will vary over time as a function of currency exchange rates. Although the table
above reflects the notional principal and credit risk amounts of the Company’s foreign exchange instruments, it does not reflect the gains or losses
associated with the exposures and transactions that the foreign exchange instruments are intended to hedge. The amounts ultimately realized upon settlement
of these financial instruments, together with the gains and losses on the underlying exposures, will depend on actual market conditions during the remaining
life of the instruments.
The Company generally enters into master netting arrangements, which reduce credit risk by permitting net settlement of transactions with the same
counterparty. To further limit credit risk, the Company generally enters into collateral security arrangements that provide for collateral to be received when
the net fair value of certain financial instruments exceeds contractually established thresholds. The Company presents its derivative assets
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and derivative liabilities at their gross fair values. The Company did not record a material amount of cash collateral related to the derivative instruments
under its master netting arrangements as of September 26, 2009. The Company did not have any derivative instruments with credit risk−related contingent
features that would require it to post additional collateral as of September 26, 2009.
The estimates of fair value are based on applicable and commonly used pricing models and prevailing financial market information as of September 26,
2009. Refer to Note 4, “Fair Value Measurements” of this Form 10−K, for additional information on the fair value measurements for all financial assets and
liabilities, including derivative assets and derivative liabilities, that are measured at fair value in the consolidated financial statements on a recurring basis.
The following tables shows the Company’s derivative instruments measured at gross fair value as reflected in the Consolidated Balance Sheets as of
September 26, 2009 and September 27, 2008 (in millions):
September 26, 2009
Fair Value of Fair Value of
Derivatives Derivatives Not
Designated as Designated as Hedge
Hedge Instruments Instruments Total Fair Value
Derivative assets (a):
Foreign exchange contracts $ 27 $ 10 $ 37
Derivative liabilities (b):
Foreign exchange contracts $ 24 $ 1 $ 25
September 27, 2008
Fair Value of Fair Value of
Derivatives Derivatives Not
Designated as Designated as Hedge
Hedge Instruments Instruments Total Fair Value
Derivative assets (a):
Foreign exchange contracts $ 107 $ 8 $ 115
Derivative liabilities (b):
Foreign exchange contracts $ 68 $ 2 $ 70
(a) All derivative assets are recorded as other current assets in the Consolidated Balance Sheets.
(b) All derivative liabilities are recorded as accrued expenses in the Consolidated Balance Sheets.
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The following table shows the effect of the Company’s derivative instruments designated as cash flow and net investment hedges in the Consolidated
Statements of Operations for the year ended September 26, 2009 (in millions):
Year Ended September 26, 2009
Location of Gain
or (Loss)
Location of Recognized − Gain or (Loss)
Gain or (Loss) Gain or (Loss) Ineffective Recognized −
Gain or (Loss) Reclassified Reclassified Portion and Ineffective Portion
Recognized in from AOCI into from AOCI Amount Excluded and Amount
OCI − Income − into Income − from Excluded from
Effective Effective Effective Effectiveness Effectiveness
Portion (a) Portion Portion (a) Testing Testing
Cash flow hedges:
Other income
Foreign exchange contracts $ 283 Net sales $ 302 and expense $ (83)
Other income
Foreign exchange contracts 55 Cost of sales 68 and expense (14)
Net investment hedges:
Other income Other income
Foreign exchange contracts (44) and expense — and expense 3
(a) Refer to Note 8, “Shareholders’ Equity and Stock−Based Compensation” of this Form 10−K, which summarizes the activity in accumulated other
comprehensive income related to derivatives.
Accounts Receivable
Trade Receivables
The Company distributes its products through third−party distributors, cellular network carriers, and resellers and directly to certain education, consumer
and enterprise customers. The Company generally does not require collateral from its customers; however, the Company will require collateral in certain
instances to limit credit risk. In addition, when possible, the Company attempts to limit credit risk on trade receivables with credit insurance for certain
customers in Latin America, Europe, Asia, and Australia, or by requiring third−party financing, loans or leases to support credit exposure. These
credit−financing arrangements are directly between the third−party financing company and the end customer. As such, the Company generally does not
assume any recourse or credit risk sharing related to any of these arrangements. However, considerable trade receivables not covered by collateral,
third−party financing arrangements, or credit insurance are outstanding with the Company’s distribution and retail channel partners. Trade receivables from
one of the Company’s customers accounted for 16% of trade receivables as of September 26, 2009 and two of the Company’s customers accounted for 15%
and 10%, respectively, of trade receivables as of September 27, 2008.
The following table summarizes the activity in the allowance for doubtful accounts for the three years ended September 26, 2009 (in millions):
2009 2008 2007
Beginning allowance balance $ 47 $ 47 $ 52
Charged to costs and expenses 25 3 12
Deductions (20) (3) (17)
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Vendor Non−Trade Receivables
The Company has non−trade receivables from certain of its manufacturing vendors resulting from the sale 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 Consolidated Balance Sheets in other current assets, totaled
$1.7 billion and $2.3 billion as of September 26, 2009 and September 27, 2008, respectively. Vendor non−trade receivables from two of the Company’s
vendors accounted for 40% and 36%, respectively, of non−trade receivables as of September 26, 2009 and two of the Company’s vendors accounted for
47% and 38%, respectively, of non−trade receivables as of September 27, 2008. The Company does not reflect the sale of these components in net sales and
does not recognize any profits on these sales until the related products are sold by the Company, at which time any profit is recognized as a reduction of cost
of sales.
The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the
categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or
liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the
assets or liabilities.
Level 3 – Inputs that are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing
the asset or liability.
The Company’s valuation techniques used to measure the fair value of money market funds and certain marketable equity securities were derived from
quoted prices in active markets for identical assets or liabilities. The valuation techniques used to measure the fair value of all other financial instruments,
all of which have counterparties with high credit ratings, were valued based on quoted market prices or model driven valuations using significant inputs
derived from or corroborated by observable market data.
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Assets/Liabilities Measured at Fair Value on a Recurring Basis
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of September 26, 2009 (in millions):
September 26, 2009
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Instruments Inputs Inputs
(Level 1) (Level 2) (Level 3) Total (a)
Assets:
Money market funds $ 1,608 $ — $ — $ 1,608
U.S. Treasury securities — 3,616 — 3,616
U.S. agency securities — 11,107 — 11,107
Non−U.S. government securities — 321 — 321
Certificates of deposit and time deposits — 1,714 — 1,714
Commercial paper — 4,197 — 4,197
Corporate securities — 9,786 — 9,786
Municipal securities — 504 — 504
Marketable equity securities 61 — — 61
Derivative assets — 37 — 37
Liabilities:
Derivative liabilities $ — $ 25 $ — $ 25
(a) The total fair value amounts for assets and liabilities also represent the related carrying amounts.
The following table summarizes the Company’s assets and liabilities measured at fair value on a recurring basis as presented in the Company’s
Consolidated Balance Sheet as of September 26, 2009 (in millions):
September 26, 2009
Quoted Prices
in Active Significant
Markets for Other Significant
Identical Observable Unobservable
Instruments Inputs Inputs
(Level 1) (Level 2) (Level 3) Total (a)
Assets:
Cash equivalents $ 1,608 $ 2,516 $ — $ 4,124
Short−term marketable securities — 18,201 — 18,201
Long−term marketable securities — 10,528 — 10,528
Other current assets — 37 — 37
Other assets 61 — — 61
Liabilities:
Other current liabilities $ — $ 25 $ — $ 25
(a) The total fair value amounts for assets and liabilities also represent the related carrying amounts.
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Note 5 – Consolidated Financial Statement Details
The following tables show the Company’s consolidated financial statement details as of September 26, 2009 and September 27, 2008 (in millions):
Other Assets
2009 2008
Inventory component prepayments – non−current $ 844 $ 208
Deferred tax assets – non−current 163 104
Capitalized software development costs, net 106 67
Other assets 898 460
Accrued Expenses
2009 2008
Accrued warranty and related costs $ 577 $ 671
Accrued marketing and distribution 359 329
Accrued compensation and employee benefits 357 320
Income taxes payable 430 506
Deferred margin on component sales 225 681
Other current liabilities 1,904 1,717
Non−Current Liabilities
2009 2008
Deferred tax liabilities $ 2,216 $ 999
Other non−current liabilities 1,286 746
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Note 6 – Goodwill and Other Intangible Assets
The Company is currently amortizing its acquired intangible assets with definite lives over periods ranging from one to ten years. The following table
summarizes the components of gross and net intangible asset balances as of September 26, 2009 and September 27, 2008 (in millions):
2009 2008
Gross Net Gross Net
Carrying Accumulated Carrying Carrying Accumulated Carrying
Amount Amortization Amount Amount Amortization Amount
Definite lived and amortizable acquired technology $ 323 $ (176) $ 147 $ 308 $ (123) $ 185
Indefinite lived and unamortizable trademarks 100 — 100 100 — 100
Total acquired intangible assets $ 423 $ (176) $ 247 $ 408 $ (123) $ 285
In 2008, the Company completed an acquisition of a business for total cash consideration, net of cash acquired, of $220 million, of which $169 million has
been allocated to goodwill, $51 million to deferred tax assets and $7 million to acquired intangible assets.
The Company’s goodwill is allocated primarily to the America’s reportable operating segment. Amortization expense related to acquired intangible assets
was $53 million, $46 million and $35 million in 2009, 2008 and 2007, respectively. As of September 26, 2009 and September 27, 2008, the remaining
weighted−average amortization period for acquired technology was 7.2 years and 7.0 years, respectively.
Expected annual amortization expense related to acquired technology as of September 26, 2009, is as follows (in millions):
Years
2010 $ 40
2011 37
2012 28
2013 13
2014 10
Thereafter 19
Total $147
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Note 7 – Income Taxes
The provision for income taxes for the three years ended September 26, 2009, consisted of the following (in millions):
2009 2008 2007
Federal:
Current $2,166 $1,945 $1,223
Deferred 1,077 498 80
State:
Current 280 210 112
Deferred (2) (25) 9
Foreign:
Current 345 275 103
Deferred (35) (75) (16)
310 200 87
The foreign provision for income taxes is based on foreign pretax earnings of $6.6 billion, $4.6 billion and $2.2 billion in 2009, 2008 and 2007,
respectively. As of September 26, 2009 and September 27, 2008, $17.4 billion and $11.3 billion, respectively, of the Company’s cash, cash equivalents and
marketable securities were held by foreign subsidiaries and are generally based in U.S. dollar−denominated holdings. Amounts held by foreign subsidiaries
are generally subject to U.S. income taxation on repatriation to the U.S. The Company’s consolidated financial statements provide for any related tax
liability on amounts that may be repatriated, aside from undistributed earnings of certain of the Company’s foreign subsidiaries that are intended to be
indefinitely reinvested in operations outside the U.S. U.S. income taxes have not been provided on a cumulative total of $5.1 billion of such earnings. It is
not practicable to determine the income tax liability that might be incurred if these earnings were to be distributed.
Deferred tax assets and liabilities reflect the effects of tax losses, credits, and the future income tax effects of temporary differences between the
consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates
that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.
As of September 26, 2009 and September 27, 2008, the significant components of the Company’s deferred tax assets and liabilities were (in millions):
2009 2008
Deferred tax assets:
Accrued liabilities and other reserves $1,030 $1,003
Basis of capital assets and investments 180 173
Accounts receivable and inventory reserves 172 126
Other 470 415
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A reconciliation of the provision for income taxes, with the amount computed by applying the statutory federal income tax rate (35% in 2009, 2008 and
2007) to income before provision for income taxes for the three years ended September 26, 2009, is as follows (in millions):
2009 2008 2007
Computed expected tax $4,223 $3,131 $1,752
State taxes, net of federal effect 339 217 140
Indefinitely invested earnings of foreign subsidiaries (647) (500) (297)
Nondeductible executive compensation 13 6 6
Research and development credit, net (84) (21) (54)
Other (13) (5) (36)
The Company’s income taxes payable have been reduced by the tax benefits from employee stock plan awards. For stock options, the Company receives an
income tax benefit calculated as the difference between the fair market value of the stock issued at the time of the exercise and the option price, tax
effected. The Company had net tax benefits from employee stock plan awards of $246 million, $770 million and $398 million in 2009, 2008 and 2007,
respectively, which were reflected as increases to common stock.
On October 3, 2008, the Tax Extenders and Alternative Minimum Tax Relief Act of 2008 was signed into law. This bill, among other things, retroactively
extended the expired research and development tax credit. As a result, the Company recorded a tax benefit of $42 million in the first quarter of 2009 to
account for the retroactive effects of the research credit extension.
The Company’s total gross unrecognized tax benefits are classified as non−current liabilities in the Consolidated Balance Sheets. As of September 26, 2009,
the total amount of gross unrecognized tax benefits was $971 million, of which $307 million, if recognized, would affect the Company’s effective tax rate.
As of September 27, 2008, the total amount of gross unrecognized tax benefits was $506 million, of which $253 million, if recognized, would affect the
Company’s effective tax rate.
On May 27, 2009, the United States Court of Appeals for the Ninth Circuit issued its ruling in the case of Xilinx, Inc. v. Commissioner, holding that
stock−based compensation is required to be included in certain transfer pricing arrangements between a U.S. company and its offshore subsidiary. As a
result of the ruling in this case, the Company increased its liability for unrecognized tax benefits by approximately $86 million and decreased shareholders’
equity by approximately $78 million in the year ended September 26, 2009.
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The aggregate changes in the balance of gross unrecognized tax benefits, which excludes interest and penalties, for the two years ended September 26, 2009,
is as follows (in millions):
The Company’s policy to include interest and penalties related to unrecognized tax benefits within the provision for income taxes did not change as a result
of adopting the new accounting principles on accounting for uncertain tax positions in 2008. As of the date of adoption, the Company had accrued $203
million for the gross interest and penalties relating to unrecognized tax benefits. As of September 26, 2009 and September 27, 2008, the total amount of
gross interest and penalties accrued was $291 million and $219 million, respectively, which is classified as non−current liabilities in the Consolidated
Balance Sheets. In 2009 and 2008, the Company recognized interest expense in connection with tax matters of $64 million and $16 million, respectively.
The Company is subject to taxation and files income tax returns in the U.S. federal jurisdiction and in many state and foreign jurisdictions. For U.S. federal
income tax purposes, all years prior to 2002 are closed. The years 2002−2003 have been examined by the Internal Revenue Service (the “IRS”) and disputed
issues have been taken to administrative appeals. The IRS is currently examining the 2004−2006 years. In addition, the Company is also subject to audits by
state, local and foreign tax authorities. In major states and major foreign jurisdictions, the years subsequent to 1988 and 2000, respectively, generally remain
open and could be subject to examination by the taxing authorities.
Management believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax
audits cannot be predicted with certainty. If any issues addressed in the Company’s tax audits are resolved in a manner not consistent with management’s
expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs. Although timing of the resolution
and/or closure of audits is highly uncertain, the Company believes it is reasonably possible that tax audit resolutions could reduce its unrecognized tax
benefits by between $105 million and $145 million in the next 12 months.
The following table summarizes the components of accumulated other comprehensive income, net of taxes, as of the three years ended September 26, 2009
(in millions):
2009 2008 2007
Net unrealized gains/losses on available−for−sale securities $ 48 $ (70) $ (7)
Net unrecognized gains on derivative instruments 1 19 —
Cumulative foreign currency translation 28 42 70
The change in fair value of available−for−sale securities included in other comprehensive income was $118 million, $(63) million and $(7) million, net of
taxes in 2009, 2008 and 2007, respectively. The tax effect related to the change in unrealized gains/losses on available−for−sale securities was $(78)
million, $42 million and $4 million for 2009, 2008 and 2007, respectively.
The following table summarizes activity in other comprehensive income related to derivatives, net of taxes, held by the Company during the three years
ended September 26, 2009 (in millions):
2009 2008 2007
Changes in fair value of derivatives $ 204 $ 7 $ (1)
Adjustment for net gains/losses realized and included in net income (222) 12 (2)
The tax effect related to the changes in fair value of derivatives was $(135) million, $(5) million and $1 million for 2009, 2008 and 2007, respectively. The
tax effect related to derivative gains/losses reclassified from other comprehensive income to net income was $149 million, $(9) million and $2 million for
2009, 2008 and 2007, respectively.
The fair value as of the vesting date of RSUs that vested was $221 million, $320 million and $6 million for 2009, 2008 and 2007, respectively. Upon
vesting, the RSUs are generally net share−settled to cover the required withholding tax and the remaining amount is converted into an equivalent number of
shares of common stock. The majority of RSUs vested in 2009, 2008 and 2007, were net−share settled such that the Company withheld shares with value
equivalent to the employees’ minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate
taxing authorities. The total shares withheld were approximately 707,000, 857,000 and 20,000 for 2009, 2008 and 2007, respectively, and were based on the
value of the RSUs on their vesting date as determined by the Company’s closing stock price. Total payments for the employees’ tax obligations to the taxing
authorities were $82 million, $124 million and $3 million in 2009, 2008 and 2007, respectively, and are reflected as a financing activity within the
Consolidated Statements of Cash Flows. These net−share settlements had the effect of share repurchases by the Company as they reduced and retired the
number of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.
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Stock Option Activity
A summary of the Company’s stock option and RSU activity and related information for the three years ended September 26, 2009, is as follows (in
thousands, except per share amounts and contractual term in years):
Outstanding Options
Weighted−
Shares Weighted− Average
Available Average Remaining Aggregate
for Number of Exercise Contractual Intrinsic
Grant Shares Price Term Value
Balance at September 30, 2006 54,994 52,982 $ 23.23
Additional shares authorized 28,000 — $ —
Restricted stock units granted (2,640) — $ —
Options granted (14,010) 14,010 $ 94.52
Options cancelled 1,471 (1,471) $ 55.38
Restricted stock units cancelled 20 — $ —
Options exercised — (15,770) $ 18.32
Plan shares expired (8) — $ —
Aggregate intrinsic value represents the value of the Company’s closing stock price on the last trading day of the fiscal period in excess of the
weighted−average exercise price multiplied by the number of options outstanding or exercisable. The aggregate intrinsic value excludes the effect of stock
options that have a zero or negative intrinsic value. Total intrinsic value of options at time of exercise was $827 million, $2.0 billion and $1.3 billion for
2009, 2008 and 2007, respectively.
RSUs granted are deducted from the shares available for grant under the Company’s stock option plans utilizing a factor of two times the number of RSUs
granted. Similarly, RSUs cancelled are added back to the shares available for grant under the Company’s stock option plans utilizing a factor of two times
the number of RSUs cancelled. Outstanding RSU balances are not included in the outstanding options balances in the stock option activity table.
Stock−Based Compensation
Stock−based compensation cost for RSUs is measured based on the closing fair market value of the Company’s common stock on the date of grant.
Stock−based compensation cost for stock options is estimated at the grant date based on each option’s fair−value as calculated by the BSM option−pricing
model. The BSM option−pricing
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model incorporates various assumptions including expected volatility, expected life and interest rates. The expected volatility is based on the historical
volatility of the Company’s common stock over the most recent period commensurate with the estimated expected life of the Company’s stock options and
other relevant factors including implied volatility in market traded options on the Company’s common stock. The Company bases its expected life
assumption on its historical experience and on the terms and conditions of the stock awards it grants to employees. The Company recognizes stock−based
compensation cost as expense ratably on a straight−line basis over the requisite service period.
The weighted−average assumptions used for the three years ended September 26, 2009, and the resulting estimates of weighted−average fair value per share
of options granted and of employee stock purchase plan rights (“stock purchase rights”) during those periods are as follows:
2009 2008 2007
Expected life of stock options 4.54 years(a) 3.41 years 3.46 years
Expected life of stock purchase rights 6 months 6 months 6 months
Interest rate − stock options 2.04%(a) 3.40% 4.61%
Interest rate − stock purchase rights 0.58% 3.48% 5.13%
Volatility − stock options 50.98%(a) 45.64% 38.13%
Volatility − stock purchase rights 52.16% 38.51% 39.22%
Dividend yields — — —
Weighted−average fair value of stock options granted during the year $ 46.71 $ 62.73 $ 31.86
Weighted−average fair value of employee stock purchase plan rights during the
year $ 30.62 $ 42.27 $ 20.90
(a) In conjunction with the Company’s 2009 equity compensation program changes, it began issuing primarily RSUs rather than stock options to
employees, although the Company continues to grant stock options to non−employee directors. Accordingly the weighted average expected life of
stock options was influenced by non−employee director stock option grants, which had a ten−year expected life. The weighted average expected life
of stock options also affects the resulting interest rate and expected volatility assumptions.
The following table provides a summary of the stock−based compensation expense included in the Consolidated Statements of Operations for the three
years ended September 26, 2009 (in millions):
2009 2008 2007
Cost of sales $114 $ 80 $ 35
Research and development 258 185 77
Selling, general and administrative 338 251 130
Stock−based compensation expense capitalized as software development costs was not significant as of September 26, 2009 or September 27, 2008. The
income tax benefit related to stock−based compensation expense was $266 million, $169 million and $81 million for 2009, 2008 and 2007, respectively.
The total unrecognized compensation cost related to stock options and RSUs expected to vest was $1.4 billion as of September 26, 2009, which is expected
to be recognized over a weighted−average period of 2.53 years.
Rent expense under all operating leases, including both cancelable and noncancelable leases, was $231 million, $207 million and $151 million in 2009,
2008 and 2007, respectively. Future minimum lease payments under noncancelable operating leases having remaining terms in excess of one year as of
September 26, 2009, are as follows (in millions):
Years
2010 $ 222
2011 234
2012 228
2013 214
2014 199
Thereafter 825
The Company periodically provides updates to its applications and system software to maintain the software’s compliance with published specifications.
The estimated cost to develop such updates is accounted for as warranty costs that are recognized at the time related software revenue is recognized. Factors
considered in determining appropriate accruals related to such updates include the number of units delivered, the number of updates expected to occur, and
the historical cost and estimated future cost of the resources necessary to develop these updates.
The following table reconciles changes in the Company’s accrued warranties and related costs for the three years ended September 26, 2009 (in millions):
2009 2008 2007
Beginning accrued warranty and related costs $ 671 $ 363 $ 284
Cost of warranty claims (534) (493) (289)
Accruals for product warranties 440 801 368
The Company generally does not indemnify end−users of its operating system and application software against legal claims that the software infringes
third−party intellectual property rights. Other agreements entered into by the Company sometimes include indemnification provisions under which the
Company could be subject to costs
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and/or damages in the event of an infringement claim against the Company or an indemnified third−party. However, the Company has not been required to
make any significant payments resulting from such an infringement claim asserted against it or an indemnified third−party and, in the opinion of
management, does not have a potential liability related to unresolved infringement claims subject to indemnification that would materially adversely affect
its financial condition or operating results. Therefore, the Company did not record a liability for infringement costs as of either September 26, 2009 or
September 27, 2008.
The Company has entered into indemnification agreements with its directors and executive officers. Under these agreements, the Company has agreed to
indemnify such individuals to the fullest extent permitted by law against liabilities that arise by reason of their status as directors or officers and to advance
expenses incurred by such individuals in connection with related legal proceedings. It is not possible to determine the maximum potential amount of
payments the Company could be required to make under these agreements due to the limited history of prior indemnification claims and the unique facts
and circumstances involved in each claim. However, the Company maintains directors and officers liability insurance coverage to reduce its exposure to
such obligations, and payments made under these agreements historically have not materially adversely affected the Company’s financial condition or
operating results.
The Company and other participants in the personal computer, mobile communication and consumer electronics industries also compete for various
components with other industries that have experienced increased demand for their products. In addition, the Company uses some custom components that
are not common to the rest of the personal computer, mobile communication and consumer electronics industries, and new products introduced by the
Company often utilize custom components available from only one source until the Company has evaluated whether there is a need for, and subsequently
qualifies, additional suppliers. When a component or product uses new technologies, initial capacity constraints may exist until the suppliers’ yields have
matured or manufacturing capacity has increased. If the Company’s supply of a key single−sourced component for a new or existing product were delayed
or constrained, if such components were available only at significantly higher prices, or if a key manufacturing vendor delayed shipments of completed
products to the Company, the Company’s financial condition and operating results could be materially adversely affected. The Company’s business and
financial performance could also be adversely affected depending on the time required to obtain sufficient quantities from the original source, or to identify
and obtain sufficient quantities from an alternative source. Continued availability of these components at acceptable prices, or at all, may be affected if those
suppliers decided to concentrate on the production of common components instead of components customized to meet the Company’s requirements.
Significant portions of the Company’s Mac computers, iPhones, iPods, logic boards and other assembled products are now manufactured by outsourcing
partners, primarily in various parts of Asia. A significant concentration of this outsourced manufacturing is currently performed by only a few of the
Company’s outsourcing partners, often in single locations. Certain of these outsourcing partners are the sole−sourced supplier
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of components and manufacturing outsourcing for many of the Company’s key products including but not limited to final assembly of substantially all of
the Company’s portable Mac computers, iPhones, iPods and most of the Company’s desktop products. Although the Company works closely with its
outsourcing partners on manufacturing schedules, the Company’s operating results could be adversely affected if its outsourcing partners were unable to
meet their production commitments. The Company’s purchase commitments typically cover its requirements for periods ranging from 30 to 150 days.
Contingencies
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, which are discussed in Part I, Item 3 of this Form 10−K under the heading “Legal Proceedings.” In the opinion of management, the Company
does not have a potential liability related to any current legal proceedings and claims that would individually or in the aggregate materially adversely affect
its financial condition or operating results. However, the results of legal proceedings cannot be predicted with certainty. If the Company failed to prevail in
any of these legal matters or if several of these legal matters were resolved against the Company in the same reporting period, the operating results of a
particular reporting period could be materially adversely affected.
Production and marketing of products in certain states and countries may subject the Company to environmental, product safety and other regulations
including, in some instances, the requirement to provide customers the ability to return product at the end of its useful life, and place responsibility for
environmentally safe disposal or recycling with the Company. Such laws and regulations have been passed in several jurisdictions in which the Company
operates, including various countries within Europe and Asia and certain states and provinces within North America. Although the Company does not
anticipate any material adverse effects in the future based on the nature of its operations and the thrust of such laws, there is no assurance that such existing
laws or future laws will not materially adversely affect the Company’s financial condition or operating results.
The Company manages its business primarily on a geographic basis. Accordingly, the Company determined its operating segments, which are generally
based on the nature and location of its customers, to be the Americas, Europe, Japan, Asia−Pacific, Retail and FileMaker operations. The Company’s
reportable operating segments consist of Americas, Europe, Japan and Retail operations. Other operating segments include Asia Pacific, which encompasses
Australia and Asia except for Japan and the Company’s FileMaker, Inc. subsidiary. The Americas, Europe, Japan and Asia Pacific segments exclude
activities related to the Retail segment. The Americas segment includes both North and South America. The Europe segment includes European countries,
as well as the Middle East and Africa. The Retail segment operates Apple−owned retail stores in the U.S. and in international markets. Each reportable
operating segment provides similar hardware and software products and similar services to the same types of customers. The accounting policies of the
various segments are the same as those described in Note 1, “Summary of Significant Accounting Policies.”
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The Company evaluates the performance of its operating segments based on net sales and operating income. Net sales for geographic segments are generally
based on the location of customers, while Retail segment net sales are based on sales from the Company’s retail stores. Operating income for each segment
includes net sales to third parties, related cost of sales and operating expenses directly attributable to the segment. Advertising expenses are generally
included in the geographic segment in which the expenditures are incurred. Operating income for each segment excludes other income and expense and
certain expenses managed outside the operating segments. Costs excluded from segment operating income include various corporate expenses, such as
manufacturing costs and variances not included in standard costs, research and development, corporate marketing expenses, stock−based compensation
expense, income taxes, various nonrecurring charges, and other separately managed general and administrative costs. The Company does not include
intercompany transfers between segments for management reporting purposes. Segment assets exclude corporate assets, such as cash, short−term and
long−term investments, manufacturing and corporate facilities, miscellaneous corporate infrastructure, goodwill and other acquired intangible assets. Except
for the Retail segment, capital asset purchases for long−lived assets are not reported to management by segment. Cash payments for capital asset purchases
by the Retail segment were $369 million, $389 million and $294 million for 2009, 2008 and 2007, respectively.
The Company has certain retail stores that have been designed and built to serve as high−profile venues to promote brand awareness and serve as vehicles
for corporate sales and marketing activities. Because of their unique design elements, locations and size, these stores require substantially more investment
than the Company’s more typical retail stores. The Company allocates certain operating expenses associated with its high−profile stores to corporate
marketing expense to reflect the estimated Company−wide benefit. The allocation of these operating costs to corporate expense is based on the amount
incurred for a high−profile store in excess of that incurred by a more typical Company retail location. The Company had opened a total of 11 high−profile
stores as of September 26, 2009. Expenses allocated to corporate marketing resulting from the operations of high−profile stores were $65 million, $53
million and $39 million for 2009, 2008 and 2007, respectively.
Summary information by operating segment for the three years ended September 26, 2009 is as follows (in millions):
2009 2008 2007
Americas:
Net sales $18,887 $16,447 $11,907
Operating income $ 6,637 $ 4,874 $ 2,998
Depreciation, amortization and accretion $ 11 $ 9 $ 9
Segment assets (a) $ 1,882 $ 1,678 $ 1,250
Europe:
Net sales $11,810 $ 9,233 $ 5,469
Operating income $ 4,296 $ 3,022 $ 1,350
Depreciation, amortization and accretion $ 7 $ 6 $ 6
Segment assets $ 1,352 $ 1,069 $ 586
Japan:
Net sales $ 2,279 $ 1,728 $ 1,084
Operating income $ 961 $ 549 $ 233
Depreciation, amortization and accretion $ 2 $ 2 $ 3
Segment assets $ 483 $ 272 $ 158
Retail:
Net sales $ 6,656 $ 7,292 $ 4,362
Operating income $ 1,677 $ 1,661 $ 876
Depreciation, amortization and accretion (b) $ 146 $ 108 $ 88
Segment assets (b) $ 1,344 $ 1,139 $ 908
Other Segments (c):
Net sales $ 3,273 $ 2,791 $ 1,756
Operating income $ 1,121 $ 775 $ 389
Depreciation, amortization and accretion $ 4 $ 4 $ 3
Segment assets $ 543 $ 405 $ 249
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(a) The Americas asset figures do not include fixed assets held in the U.S. Such fixed assets are not allocated specifically to the Americas segment and are
included in the corporate assets figures below.
(b) Retail segment depreciation and asset figures reflect the cost and related depreciation of its retail stores and related infrastructure.
(c) Other Segments include Asia−Pacific and FileMaker.
A reconciliation of the Company’s segment operating income and assets to the consolidated financial statements for the three years ended September 26,
2009 is as follows (in millions):
2009 2008 2007
Segment operating income $14,692 $10,881 $ 5,846
Other corporate expenses, net (a) (2,242) (2,038) (1,197)
Stock−based compensation expense (710) (516) (242)
(a) Other corporate expenses include research and development, corporate marketing expenses, manufacturing costs and variances not included in
standard costs, and other separately managed general and administrative expenses, including certain corporate expenses associated with support of the
Retail segment.
No single country outside of the U.S. accounted for more than 10% of net sales in 2009, 2008 or 2007. One of the Company’s customers accounted for 11%
of net sales in 2009; there was no single customer that accounted for more than 10% of net sales in 2008 or 2007. Net sales and long−lived assets related to
the U.S. and international operations for the three years ended September 26, 2009, are as follows (in millions):
2009 2008 2007
Net sales:
U.S. $22,325 $20,893 $14,683
International 20,580 16,598 9,895
Long−lived assets:
U.S. $ 2,698 $ 2,269 $ 1,752
International 495 410 260
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Information regarding net sales by product for the three years ended September 26, 2009, is as follows (in millions):
2009 2008 2007
Net sales:
Desktops (a) $ 4,324 $ 5,622 $ 4,023
Portables (b) 9,535 8,732 6,313
(a) Includes iMac, Mac mini, Mac Pro and Xserve product lines.
(b) Includes MacBook, MacBook Air and MacBook Pro product lines.
(c) Consists of iTunes Store sales and iPod services, and Apple−branded and third−party iPod accessories.
(d) Derived from handset sales, carrier agreements, and Apple−branded and third−party iPhone accessories.
(e) Includes sales of displays, wireless connectivity and networking solutions, and other hardware accessories.
(f) Includes sales of Apple−branded operating system and application software, third−party software, AppleCare and Internet services.
Operating expenses:
Research and development 358 341 319 315
Selling, general and administrative 1,063 1,010 985 1,091
Income before provision for income taxes 3,729 2,692 2,386 3,259
Provision for income taxes 1,197 864 766 1,004
Operating expenses:
Research and development 298 292 273 246
Selling, general and administrative 999 916 886 960
Income before provision for income taxes 3,286 1,653 1,610 2,398
Provision for income taxes 1,039 522 509 758
Operating expenses:
Research and development 207 208 183 184
Selling, general and administrative 823 746 680 714
Income before provision for income taxes 1,185 1,234 1,136 1,451
Provision for income taxes 315 394 362 440
Basic and diluted earnings per share are computed independently for each of the quarters presented. Therefore, the sum of quarterly basic and diluted per
share information may not equal annual basic and diluted earnings per share.
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The following tables present the effects of the retrospective adoption of the new accounting principles on the Company’s previously reported quarterly
financial information as of September 26, 2009, September 27, 2008 and September 29, 2007 (in millions, expect per share amounts in thousands):
Operating expenses:
Research and development 358 — 358 341 — 341
Selling, general and administrative 1,063 — 1,063 1,010 — 1,010
Income before provision for income taxes 2,238 1,491 3,729 1,732 960 2,692
Provision for income taxes 573 624 1,197 503 361 864
Operating expenses:
Research and development 319 — 319 315 — 315
Selling, general and administrative 985 — 985 1,091 — 1,091
Income before provision for income taxes 1,730 656 2,386 2,284 975 3,259
Provision for income taxes 525 241 766 679 325 1,004
Operating expenses:
Research and development 298 — 298 292 — 292
Selling, general and administrative 999 — 999 916 — 916
Income before provision for income taxes 1,582 1,704 3,286 1,510 143 1,653
Provision for income taxes 446 593 1,039 438 84 522
Operating expenses:
Research and development 273 — 273 246 — 246
Selling, general and administrative 886 — 886 960 — 960
Income before provision for income taxes 1,477 133 1,610 2,326 72 2,398
Provision for income taxes 432 77 509 745 13 758
Operating expenses:
Research and development 207 — 207 208 — 208
Selling, general and administrative 823 — 823 746 — 746
Income before provision for income taxes 1,230 (45) 1,185 1,196 38 1,234
Provision for income taxes 326 (11) 315 378 16 394
Operating expenses:
Research and development 183 — 183 184 — 184
Selling, general and administrative 680 — 680 714 — 714
Income before provision for income taxes 1,134 2 1,136 1,448 3 1,451
Provision for income taxes 364 (2) 362 444 (4) 440
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Apple Inc. at
September 26, 2009, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Apple Inc.’s internal control
over financial reporting as of September 26, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission and our report dated October 27, 2009 expressed an unqualified opinion thereon.
As discussed in Notes 1 and 2 to the consolidated financial statements, Apple Inc. has retrospectively adopted the Financial Accounting Standards Board’s
amended accounting standards related to revenue recognition for arrangements with multiple deliverables and arrangements that include software elements.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered
necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, Apple Inc. maintained, in all material respects, effective internal control over financial reporting as of September 26, 2009, based on the
COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial
statements of Apple Inc. as of and for the year ended September 26, 2009 and our report dated October 27, 2009, except for the retrospective adoption of the
amended accounting standards discussed in Notes 1 and 2 to the consolidated financial statements, as to which the date is January 25, 2010, expressed an
unqualified opinion thereon.
We conducted our audits in accordance with generally accepted auditing standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Apple Inc. and
subsidiaries as of September 27, 2008 and the results of their operations and their cash flows for the years ended September 27, 2008 and September 29,
2007 in conformity with U.S. generally accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, effective September 30, 2007, the Company adopted the Financial Accounting Standards
Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109.
As discussed in Notes 1 and 2, the consolidated financial statements as of September 27, 2008 and for the years ended September 27, 2008 and
September 29, 2007 have been restated to give effect to the retroactive adoption of the Financial Accounting Standards Board’s amended accounting
standards related to revenue recognition for arrangements with multiple deliverables and arrangements that include software elements.
Pursuant to the requirements of Section 13 or 15(d) 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, this 25th day of January 2010.
APPLE INC.
Incorporated by
Reference
Filing Date/
Exhibit Period End
Number Exhibit Description Form Date
101.INS**** XBRL Instance Document
101.SCH**** XBRL Taxonomy Extension Schema Document
101.CAL**** XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**** XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**** XBRL Taxonomy Extension Label Linkbase Document
101.PRE**** XBRL Taxonomy Extension Presentation Linkbase Document
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements on Forms S−8 (Nos. 333−61276, 333−75930, 333−102184, 333−125148, and
333−146026) of Apple Inc. of our report dated October 27, 2009, except for the retrospective adoption of the amended accounting standards discussed in
Notes 1 and 2 to the consolidated financial statements, as to which the date is January 25, 2010, with respect to the consolidated financial statements of
Apple Inc., and our report dated October 27, 2009, with respect to the effectiveness of internal control over financial reporting of Apple Inc., included in this
Annual Report on Form 10−K/A for the year ended September 26, 2009.
As discussed in Note 1 to the consolidated financial statements, effective September 30, 2007, the Company adopted the Financial Accounting Standards
Board Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109.
As discussed in Notes 1 and 2, the consolidated financial statements as of September 27, 2008 and for the years ended September 27, 2008 and
September 29, 2007 have been restated to give effect to the retroactive adoption of the Financial Accounting Standards Board’s amended accounting
standards related to revenue recognition for arrangements with multiple deliverables and arrangements that include software elements.
CERTIFICATIONS
CERTIFICATIONS
I, Steven P. Jobs, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002, that this Amendment
No. 1 to the Annual Report of Apple Inc. on Form 10−K for the fiscal year ended September 26, 2009 fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10−K fairly presents in all material respects the financial
condition and results of operations of Apple Inc.
I, Peter Oppenheimer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes−Oxley Act of 2002, that this
Amendment No. 1 to the Annual Report of Apple Inc. on Form 10−K for the fiscal year ended September 26, 2009 fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10−K fairly presents in all material respects the
financial condition and results of operations of Apple Inc.
A signed original of this written statement required by Section 906 has been provided to Apple Inc. and will be retained by Apple Inc. and furnished to the
Securities and Exchange Commission or its staff upon request.