8-K

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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

July 25, 2007
Date of Report (date of earliest event reported)

APPLE INC.
(Exact name of Registrant as specified in its charter)

California	000-10030	94-2404110
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1 Infinite Loop, Cupertino, CA 95014

(Address of principal executive offices)

(408) 996-1010

(Registrant’s telephone number, including area code)

 (Former name or former address, if changed

since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02               Results of Operations and Financial Condition.

On July 25, 2007, Apple Inc. (“Apple”) issued a press release regarding Apple’s financial results for its third fiscal quarter ended June 30, 2007 and a related data sheet. A copy of Apple’s press release is attached hereto as Exhibit 99.1 and a copy of the related data sheet is attached hereto as Exhibit 99.2.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01               Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are furnished herewith:

Exhibit Number	Description
99.1	Text of press release issued by Apple Inc. dated July 25, 2007.
99.2	Data sheet issued by Apple Inc. dated July 25, 2007.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	APPLE INC.
Date: July 25, 2007
	By:	/s/ Peter Oppenheimer
		Peter Oppenheimer Senior Vice President and Chief Financial Officer

3

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of press release issued by Apple Inc. dated July 25, 2007.
99.2	Data sheet issued by Apple Inc. dated July 25, 2007.

4

EX-99.1

Exhibit 99.1

Apple Reports Third Quarter Results

Record June Quarter Revenue and Profit

Mac Sales Set New Record

CUPERTINO, California—July 25, 2007—Apple® today announced financial results for its fiscal 2007 third quarter ended June 30, 2007. The Company posted revenue of $5.41 billion and net quarterly profit of $818 million, or $.92 per diluted share. These results compare to revenue of $4.37 billion and net quarterly profit of $472 million, or $.54 per diluted share, in the year-ago quarter. Gross margin was 36.9 percent, up from 30.3 percent in the year-ago quarter. International sales accounted for 40 percent of the quarter’s revenue.

Apple shipped 1,764,000 Macintosh® computers, representing 33 percent growth over the year-ago quarter and exceeding the previous company record for quarterly Mac® shipments by over 150,000. The Company also sold 9,815,000 iPods during the quarter, representing 21 percent growth over the year-ago quarter.

“We’re thrilled to report the highest June quarter revenue and profit in Apple’s history, along with the highest quarterly Mac sales ever,” said Steve Jobs, Apple’s CEO. “iPhone is off to a great start—we hope to sell our one-millionth iPhone by the end of its first full quarter of sales—and our new product pipeline is very strong.”

“We are very pleased to report strong financial results including cash flow from operations exceeding $1.2 billion for the quarter,” said Peter Oppenheimer, Apple’s CFO. “Looking ahead to the fourth fiscal quarter of 2007, we expect revenue of about $5.7 billion and earnings per diluted share of about $.65.”

Apple will provide live streaming of its Q3 2007 financial results conference call utilizing QuickTime®, Apple’s standards-based technology for live and on-demand audio and video streaming. The live webcast will begin at 2:00 p.m. PDT on Wednesday, July 25, 2007 at www.apple.com/quicktime/qtv/earningsq307/ and will also be available for replay. The QuickTime player is available free for Macintosh and Windows users at www.apple.com/quicktime.

This press release contains forward-looking statements about the Company’s estimated revenue, iPhone™ sales and earnings per share. These statements involve risks and uncertainties, and actual results may differ. Risks and uncertainties include potential litigation and government enforcement actions that may result from the matters investigated by the special committee of the board of directors and the restatement of the Company’s consolidated financial statements; unfavorable results of legal proceedings; the effect of competitive and economic factors, and the Company’s reaction to those factors, on consumer and business buying decisions with respect to the Company’s products; war, terrorism, public health issues, and other circumstances that could disrupt supply, delivery, or demand of products; continued competitive pressures in the marketplace; the Company’s reliance on a sole U.S. service provider for iPhone; the continued availability on acceptable terms of certain components and services essential to the Company’s business currently obtained by the Company from sole or limited sources; the ability of the Company to deliver to the marketplace and stimulate customer demand for new programs, products, and technological innovations on a timely basis; the effect that product transitions, changes in product pricing or mix, and/or increases in component costs could have on the Company’s gross margin; the effect that product quality problems could have on the Company’s sales and operating profits; the inventory risk associated with the Company’s need to order or commit to order product components in advance of customer orders; the effect that the Company’s dependency on manufacturing and logistics services provided by third parties may have on the quality, quantity or cost of products manufactured or services rendered; the Company’s dependency on the performance of distributors and other resellers of the Company’s products; the Company’s reliance on the availability of third-party digital content; and the potential impact of a finding that the Company has infringed on the intellectual property rights of others. More information on potential factors that could affect the Company’s financial results is included from time to time in the Company’s public reports filed with the SEC, including the Company’s Form 10-K for the fiscal year ended September 30, 2006, its Forms 10-Q for the quarters ended December 30, 2006 and March 31, 2007, and its Form 10-Q for the quarter ended June 30, 2007 to be filed with the SEC. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

Apple ignited the personal computer revolution in the 1970s with the Apple II and reinvented the personal computer in the 1980s with the Macintosh. Today, Apple continues to lead the industry in innovation with its award-winning computers, OS X operating system and iLife and professional applications. Apple is also spearheading the digital media revolution with its iPod portable music and video players and iTunes online store, and has entered the mobile phone market this year with its revolutionary iPhone.

Press Contact:
Steve Dowling
(408) 974-1896
dowling@apple.com

Investor Relations Contacts:
Nancy Paxton
(408) 974-5420
paxton1@apple.com

Joan Hoover
(408) 974-4570
hoover1@apple.com

NOTE TO EDITORS: For additional information visit Apple’s PR website (www.apple.com/pr/), or call Apple’s Media Helpline at (408) 974-2042.

© 2007 Apple Inc. All rights reserved. Apple, the Apple logo, Mac, Mac OS, Macintosh, QuickTime and iPhone are trademarks of Apple. Other company and product names may be trademarks of their respective owners.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share amounts)

	June 30, 2007		September 30, 2006
ASSETS:
Current assets:
Cash and cash equivalents	$	7,118	$	6,392
Short-term investments	6,649		3,718
Accounts receivable, less allowances of $47 and $52, respectively	1,410		1,252
Inventories	251		270
Deferred tax assets	687		607
Other current assets	2,630		2,270
Total current assets	18,745		14,509
Property, plant and equipment, net	1,626		1,281
Goodwill	38		38
Acquired intangible assets, net	237		139
Other assets	1,001		1,238
Total assets	$	21,647	$	17,205
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	3,660	$	3,390
Accrued expenses	3,332		3,053
Total current liabilities	6,992		6,443
Non-current liabilities and other	1,251		778
Total liabilities	8,243		7,221
Commitments and contingencies
Shareholders’ equity:
Common stock, no par value; 1,800,000,000 shares authorized; 869,161,821 and 855,262,568 shares issued and outstanding, respectively	5,149		4,355
Retained earnings	8,199		5,607
Accumulated other comprehensive income	56		22
Total shareholders’ equity	13,404		9,984
Total liabilities and shareholders’ equity	$	21,647	$	17,205

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except share and per share amounts)

	Three Months Ended				Nine Months Ended
	June 30, 2007		July 1, 2006		June 30, 2007		July 1, 2006
Net sales	$	5,410	$	4,370	$	17,789	$	14,478
Cost of sales (1)	3,415		3,045		11,725		10,292
Gross margin	1,995		1,325		6,064		4,186
Operating expenses:
Research and development (1)	208		175		575		533
Selling, general, and administrative (1)	746		584		2,140		1,808
Total operating expenses	954		759		2,715		2,341
Operating income	1,041		566		3,349		1,845
Other income and expense	155		95		429		252
Income before provision for income taxes	1,196		661		3,778		2,097
Provision for income taxes	378		189		1,186		650
Net income	$	818	$	472	$	2,592	$	1,447
Earnings per common share:
Basic	$	0.94	$	0.55	$	3.01	$	1.72
Diluted	$	0.92	$	0.54	$	2.92	$	1.65
Shares used in computing earnings per share (in thousands):
Basic	866,806		851,375		862,500		840,759
Diluted	890,671		876,368		887,095		876,971

(1)Stock-based compensation expense was allocated as follows:

Cost of sales	$	10	$	6	$	25	$	16
Research and development	$	20	$	12	$	56	$	40
Selling, general, and administrative	$	35	$	19	$	93	$	67

UNAUDITED CONSOLIDATED SCHEDULE OF DEFERRED REVENUE

(in millions)

	June 30, 2007		March 31, 2007		September 30, 2006
Deferred revenue-current:
iPhone and Apple TV	$	92	$	10	$	—
AppleCare	399		373		333
Other	572		520		385
Total deferred revenue-current	1,063		903		718
Deferred revenue-non-current:
iPhone and Apple TV	88		10		—
AppleCare	435		392		355
Other	38		31		28
Total deferred revenue-non-current	561		433		383
Total deferred revenue	$	1,624	$	1,336	$	1,101

EX-99.2

Exhibit 99.2

Apple Inc.
Q3 2007 Unaudited Summary Data

	Q2 2007			Q3 2006			Q3 2007			Sequential Change				Year/Year Change
Operating Segments (1)	Units K	Rev $M		Units K	Rev $M		Units K	Rev $M		Units		Revenue		Units		Revenue
Americas	605	$	2,467	642	$	2,213	824	$	2,680	36	%	9	%	28	%	21	%
Europe	433	1,249		301	900		393	1,160		- 9	%	- 7	%	31	%	29	%
Japan	79	284		79	259		81	258		3	%	- 9	%	3	%	—
Retail	275	834		216	688		330	915		20	%	10	%	53	%	33	%
Other Segments (2)	125	430		89	310		136	397		9	%	- 8	%	53	%	28	%
Total Operating Segments	1,517	$	5,264	1,327	$	4,370	1,764	$	5,410	16	%	3	%	33	%	24	%

										Sequential Change				Year/Year Change
	Units K	Rev $M		Units K	Rev $M		Units K	Rev $M		Units		Revenue		Units		Revenue
Product Summary
Desktops (3)	626	$	914	529	$	705	634	$	956	1	%	5	%	20	%	36	%
Portables (4)	891	1,354		798	1,161		1,130	1,577		27	%	16	%	42	%	36	%
Subtotal CPUs	1,517	2,268		1,327	1,866		1,764	2,533		16	%	12	%	33	%	36	%
iPod	10,549	1,689		8,111	1,497		9,815	1,570		- 7	%	- 7	%	21	%	5	%
Other Music Related Products and Services (5)		653			457			608				- 7	%			33	%
iPhone and Related Products and Services (6)	—	—		—	—		270	5		NM		NM		NM		NM
Peripherals and Other Hardware		309			236			308				—				31	%
Software, Service and Other Sales		345			314			386				12	%			23	%
Total Apple		$	5,264		$	4,370		$	5,410			3	%			24	%

(1)In the third quarter of fiscal 2007, the Company revised the way it measures the Retail Segment’s operating results to a manner that is generally consistent with the Company’s other operating segments. Prior period results have been reclassified to reflect this change to the Retail Segment’s operating results along with the corresponding offsets to the other operating segments.

(2)Other Segments include Asia Pacific and FileMaker.

(3)Includes iMac, eMac, Mac mini, Mac Pro, PowerMac and Xserve product lines.

(4)Includes MacBook, iBook, MacBook Pro and PowerBook product lines.

(5)Consists of iTunes Store sales, iPod services, and Apple-branded and third-party iPod accessories.

(6)Consists of iPhones and Apple-branded and third-party iPhone accessories.

NM:  Not Meaningful