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 23, 2013
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, California 95014
(Address of principal executive offices) (Zip Code)
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 23, 2013, Apple Inc. (“Apple”) issued a press release regarding Apple’s financial results for its third fiscal quarter ended June 29, 2013 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. on July 23, 2013. | |
| 99.2 | Data sheet issued by Apple Inc. on July 23, 2013. | |
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 23, 2013 |
By: | /s/ Peter Oppenheimer | ||||||
| Peter Oppenheimer Senior Vice President, Chief Financial Officer | ||||||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Text of press release issued by Apple Inc. on July 23, 2013. | |
| 99.2 | Data sheet issued by Apple Inc. on July 23, 2013. | |
Exhibit 99.1
Apple Reports Third Quarter Results
Sales of 31 Million iPhones Set New June Quarter Record
CUPERTINO, California—July 23, 2013—Apple® today announced financial results for its fiscal 2013 third quarter ended June 29, 2013. The Company posted quarterly revenue of $35.3 billion and quarterly net profit of $6.9 billion, or $7.47 per diluted share. These results compare to revenue of $35 billion and net profit of $8.8 billion, or $9.32 per diluted share, in the year-ago quarter. Gross margin was 36.9 percent compared to 42.8 percent in the year-ago quarter. International sales accounted for 57 percent of the quarter’s revenue.
The Company sold 31.2 million iPhones, a record for the June quarter, compared to 26 million in the year-ago quarter. Apple also sold 14.6 million iPads during the quarter, compared to 17 million in the year-ago quarter. The Company sold 3.8 million Macs, compared to 4 million in the year-ago quarter.
Apple’s Board of Directors has declared a cash dividend of $3.05 per share of the Company’s common stock. The dividend is payable on August 15, 2013, to shareholders of record as of the close of business on August 12, 2013.
“We are especially proud of our record June quarter iPhone sales of over 31 million and the strong growth in revenue from iTunes, Software and Services,” said Tim Cook, Apple’s CEO. “We are really excited about the upcoming releases of iOS 7 and OS X Mavericks, and we are laser-focused and working hard on some amazing new products that we will introduce in the fall and across 2014.”
“We generated $7.8 billion in cash flow from operations during the quarter and are pleased to have returned $18.8 billion in cash to shareholders through dividends and share repurchases,” said Peter Oppenheimer, Apple’s CFO.
Apple is providing the following guidance for its fiscal 2013 fourth quarter:
| • | revenue between $34 billion and $37 billion |
| • | gross margin between 36 percent and 37 percent |
| • | operating expenses between $3.9 billion and $3.95 billion |
| • | other income/(expense) of $200 million |
| • | tax rate of 26.5% |
Apple will provide live streaming of its Q3 2013 financial results conference call beginning at 2:00 p.m. PDT on July 23, 2013 at www.apple.com/quicktime/qtv/earningsq313. This webcast will also be available for replay for approximately two weeks thereafter.
This press release contains forward-looking statements including without limitation those about the Company’s estimated revenue, gross margin, operating expenses, other income/(expense), and tax rate. These statements involve risks and uncertainties, and actual results may differ. Risks and uncertainties include without limitation 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; continued competitive pressures in the marketplace; 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 introductions and transitions, changes in product pricing or mix, and/or increases in component costs could have on the Company’s gross margin; the inventory risk associated with the Company’s need to order or commit to order product components in advance of customer orders; the continued availability on acceptable terms, or at all, of certain components and services essential to the Company’s business currently obtained by the Company from sole or limited sources; 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; risks associated with the Company’s international operations; the Company’s reliance on third-party intellectual property and digital content; the potential impact of a finding that the Company has infringed on the intellectual property rights of others; the Company’s dependency on the performance of distributors, carriers and other resellers of the Company’s products; the effect that product and service quality problems could have on the Company’s sales and operating profits; the continued service and availability of key executives and employees; war, terrorism, public health issues, natural disasters, and other circumstances that could disrupt supply, delivery, or demand of products; and unfavorable results of other legal proceedings. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the SEC, including the Company’s Form 10-K for the fiscal year ended September 29, 2012, its Form 10-Q for the quarter ended December 29, 2012, its Form 10-Q for the quarter ended March 30, 2013, and its Form 10-Q for the quarter ended June 29, 2013 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 designs Macs, the best personal computers in the world, along with OS X, iLife, iWork and professional software. Apple leads the digital music revolution with its iPods and iTunes online store. Apple has reinvented the mobile phone with its revolutionary iPhone and App Store, and is defining the future of mobile media and computing devices with iPad.
Press Contact:
Steve Dowling
Apple
dowling@apple.com
(408) 974-1896
Investor Relations Contacts:
Nancy Paxton
Apple
paxton1@apple.com
(408) 974-5420
Joan Hoover
Apple
hoover1@apple.com
(408) 974-4570
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.
© 2013 Apple Inc. All rights reserved. Apple, the Apple logo, Mac, Mac OS and Macintosh are trademarks of Apple. Other company and product names may be trademarks of their respective owners.
Apple Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except number of shares which are reflected in thousands and per share amounts)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| June 29, 2013 |
June 30, 2012 |
June 29, 2013 |
June 30, 2012 |
|||||||||||||
| Net sales |
$ | 35,323 | $ | 35,023 | $ | 133,438 | $ | 120,542 | ||||||||
| Cost of sales (1) |
22,299 | 20,029 | 83,005 | 66,281 | ||||||||||||
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| Gross margin |
13,024 | 14,994 | 50,433 | 54,261 | ||||||||||||
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| Operating expenses: |
||||||||||||||||
| Research and development (1) |
1,178 | 876 | 3,307 | 2,475 | ||||||||||||
| Selling, general and administrative (1) |
2,645 | 2,545 | 8,157 | 7,489 | ||||||||||||
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| Total operating expenses |
3,823 | 3,421 | 11,464 | 9,964 | ||||||||||||
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| Operating income |
9,201 | 11,573 | 38,969 | 44,297 | ||||||||||||
| Other income/(expense), net |
234 | 288 | 1,043 | 573 | ||||||||||||
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| Income before provision for income taxes |
9,435 | 11,861 | 40,012 | 44,870 | ||||||||||||
| Provision for income taxes |
2,535 | 3,037 | 10,487 | 11,360 | ||||||||||||
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| Net income |
$ | 6,900 | $ | 8,824 | $ | 29,525 | $ | 33,510 | ||||||||
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| Earnings per share: |
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| Basic |
$ | 7.51 | $ | 9.42 | $ | 31.67 | $ | 35.89 | ||||||||
| Diluted |
$ | 7.47 | $ | 9.32 | $ | 31.44 | $ | 35.48 | ||||||||
| Shares used in computing earnings per share: |
||||||||||||||||
| Basic |
918,618 | 936,596 | 932,388 | 933,672 | ||||||||||||
| Diluted |
924,265 | 947,059 | 939,172 | 944,440 | ||||||||||||
| Cash dividends declared per common share |
$ | 3.05 | $ | 0 | $ | 8.35 | $ | 0 | ||||||||
| (1) Includes share-based compensation expense as follows: |
||||||||||||||||
| Cost of sales |
$ | 90 | $ | 70 | $ | 262 | $ | 196 | ||||||||
| Research and development |
$ | 245 | $ | 172 | $ | 708 | $ | 500 | ||||||||
| Selling, general and administrative |
$ | 243 | $ | 206 | $ | 728 | $ | 596 | ||||||||
Apple Inc.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except number of shares which are reflected in thousands)
| June 29, 2013 |
September 29, 2012 |
|||||||
| ASSETS: | ||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 11,248 | $ | 10,746 | ||||
| Short-term marketable securities |
31,358 | 18,383 | ||||||
| Accounts receivable, less allowances of $104 and $98, respectively |
8,839 | 10,930 | ||||||
| Inventories |
1,697 | 791 | ||||||
| Deferred tax assets |
3,193 | 2,583 | ||||||
| Vendor non-trade receivables |
4,614 | 7,762 | ||||||
| Other current assets |
7,270 | 6,458 | ||||||
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| Total current assets |
68,219 | 57,653 | ||||||
| Long-term marketable securities |
104,014 | 92,122 | ||||||
| Property, plant and equipment, net |
16,327 | 15,452 | ||||||
| Goodwill |
1,522 | 1,135 | ||||||
| Acquired intangible assets, net |
4,353 | 4,224 | ||||||
| Other assets |
5,421 | 5,478 | ||||||
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| Total assets |
$ | 199,856 | $ | 176,064 | ||||
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| LIABILITIES AND SHAREHOLDERS’ EQUITY: | ||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 15,516 | $ | 21,175 | ||||
| Accrued expenses |
13,470 | 11,414 | ||||||
| Deferred revenue |
7,333 | 5,953 | ||||||
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| Total current liabilities |
36,319 | 38,542 | ||||||
| Deferred revenue – non-current |
2,672 | 2,648 | ||||||
| Long-term debt |
16,958 | 0 | ||||||
| Other non-current liabilities |
20,553 | 16,664 | ||||||
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| Total liabilities |
76,502 | 57,854 | ||||||
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| Commitments and contingencies |
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| Shareholders’ equity: |
||||||||
| Common stock, no par value; 1,800,000 shares authorized; 908,442 and 939,208 shares issued and outstanding, respectively |
19,024 | 16,422 | ||||||
| Retained earnings |
104,564 | 101,289 | ||||||
| Accumulated other comprehensive (loss)/income |
(234 | ) | 499 | |||||
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| Total shareholders’ equity |
123,354 | 118,210 | ||||||
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| Total liabilities and shareholders’ equity |
$ | 199,856 | $ | 176,064 | ||||
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Apple Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
| Nine Months Ended | ||||||||
| June 29, 2013 |
June 30, 2012 |
|||||||
| Cash and cash equivalents, beginning of the period |
$ | 10,746 | $ | 9,815 | ||||
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| Operating activities: |
||||||||
| Net income |
29,525 | 33,510 | ||||||
| Adjustments to reconcile net income to cash generated by operating activities: |
||||||||
| Depreciation and amortization |
4,974 | 2,296 | ||||||
| Share-based compensation expense |
1,698 | 1,292 | ||||||
| Deferred income tax expense |
2,524 | 4,066 | ||||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable, net |
2,091 | (2,278 | ) | |||||
| Inventories |
(906 | ) | (346 | ) | ||||
| Vendor non-trade receivables |
3,148 | (293 | ) | |||||
| Other current and non-current assets |
484 | (3,238 | ) | |||||
| Accounts payable |
(4,740 | ) | 2,450 | |||||
| Deferred revenue |
1,404 | 2,575 | ||||||
| Other current and non-current liabilities |
3,556 | 1,686 | ||||||
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| Cash generated by operating activities |
43,758 | 41,720 | ||||||
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| Investing activities: |
||||||||
| Purchases of marketable securities |
(122,681 | ) | (121,091 | ) | ||||
| Proceeds from maturities of marketable securities |
13,963 | 10,344 | ||||||
| Proceeds from sales of marketable securities |
81,734 | 73,140 | ||||||
| Payments made in connection with business acquisitions, net |
(443 | ) | (350 | ) | ||||
| Payments for acquisition of property, plant and equipment |
(6,210 | ) | (4,834 | ) | ||||
| Payments for acquisition of intangible assets |
(560 | ) | (1,067 | ) | ||||
| Other |
(188 | ) | (56 | ) | ||||
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| Cash used in investing activities |
(34,385 | ) | (43,914 | ) | ||||
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| Financing activities: |
||||||||
| Proceeds from issuance of common stock |
335 | 433 | ||||||
| Excess tax benefits from equity awards |
644 | 1,036 | ||||||
| Taxes paid related to net share settlement of equity awards |
(1,001 | ) | (1,145 | ) | ||||
| Dividends and dividend equivalent rights paid |
(7,795 | ) | 0 | |||||
| Repurchase of common stock |
(17,950 | ) | 0 | |||||
| Proceeds from issuance of long-term debt, net |
16,896 | 0 | ||||||
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| Cash (used in)/generated by financing activities |
(8,871 | ) | 324 | |||||
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| Increase/(decrease) in cash and cash equivalents |
502 | (1,870 | ) | |||||
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| Cash and cash equivalents, end of the period |
$ | 11,248 | $ | 7,945 | ||||
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| Supplemental cash flow disclosure: |
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| Cash paid for income taxes, net |
$ | 7,188 | $ | 5,901 | ||||
Exhibit 99.2
Apple Inc.
Q3 2013 Unaudited Summary Data
(Units in thousands, Revenue in millions)
| Q3’13 | Q2’13 | Q3’12 | Sequential Change | Year/Year Change | ||||||||||||||||||||||||||||||||||||
| Revenue | Revenue | Revenue | Revenue | Revenue | ||||||||||||||||||||||||||||||||||||
| Operating Segments |
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| Americas |
$ | 14,405 | $ | 14,052 | $ | 12,806 | 3% | 12% | ||||||||||||||||||||||||||||||||
| Europe |
7,614 | 9,800 | 8,237 | - 22% | - 8% | |||||||||||||||||||||||||||||||||||
| Greater China (a) |
4,641 | 8,213 | 5,389 | - 43% | - 14% | |||||||||||||||||||||||||||||||||||
| Japan |
2,543 | 3,135 | 2,009 | - 19% | 27% | |||||||||||||||||||||||||||||||||||
| Rest of Asia Pacific |
2,046 | 3,162 | 2,498 | - 35% | - 18% | |||||||||||||||||||||||||||||||||||
| Retail |
4,074 | 5,241 | 4,084 | - 22% | 0% | |||||||||||||||||||||||||||||||||||
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| Total Apple |
$ | 35,323 | $ | 43,603 | $ | 35,023 | - 19% | 1% | ||||||||||||||||||||||||||||||||
| Q3’13 | Q2’13 | Q3’12 | Sequential Change | Year/Year Change | ||||||||||||||||||||||||||||||||||||
| Units | Revenue | Units | Revenue | Units | Revenue | Units | Revenue | Units | Revenue | |||||||||||||||||||||||||||||||
| Product Summary |
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| iPhone (b) |
31,241 | $ | 18,154 | 37,430 | $ | 22,955 | 26,028 | $ | 15,821 | - 17% | - 21% | 20% | 15% | |||||||||||||||||||||||||||
| iPad (b) |
14,617 | 6,374 | 19,477 | 8,746 | 17,042 | 8,779 | - 25% | - 27% | - 14% | - 27% | ||||||||||||||||||||||||||||||
| Mac (b) |
3,754 | 4,893 | 3,952 | 5,447 | 4,020 | 4,933 | - 5% | - 10% | - 7% | - 1% | ||||||||||||||||||||||||||||||
| iPod (b) |
4,569 | 733 | 5,633 | 962 | 6,751 | 1,060 | - 19% | - 24% | - 32% | - 31% | ||||||||||||||||||||||||||||||
| iTunes/Software/Services (c) |
3,990 | 4,114 | 3,203 | - 3% | 25% | |||||||||||||||||||||||||||||||||||
| Accessories (d) |
1,179 | 1,379 | 1,227 | - 15% | - 4% | |||||||||||||||||||||||||||||||||||
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| Total Apple |
$ | 35,323 | $ | 43,603 | $ | 35,023 | - 19% | 1% | ||||||||||||||||||||||||||||||||
| (a) | Greater China includes China, Hong Kong and Taiwan. |
| (b) | Includes deferrals and amortization of related non-software services and software upgrade rights. |
| (c) | Includes revenue from sales on the iTunes Store, the App Store, the Mac App Store, and the iBookstore, and revenue from sales of AppleCare, licensing and other services. |
| (d) | Includes sales of hardware peripherals and Apple-branded and third-party accessories for iPhone, iPad, Mac and iPod. |