-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LyOQIOrMsdZwUj3hpQegZNw3+dv9SxXuBBFQ9QjHsRgXRxPHC3wLxOy4TzLq51Rr aOoggyj/Y52CREFW7hKN2Q== 0000835910-01-500015.txt : 20010524 0000835910-01-500015.hdr.sgml : 20010524 ACCESSION NUMBER: 0000835910-01-500015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010401 FILED AS OF DATE: 20010516 DATE AS OF CHANGE: 20010523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN POWER CONVERSION CORPORATION CENTRAL INDEX KEY: 0000835910 STANDARD INDUSTRIAL CLASSIFICATION: 3620 IRS NUMBER: 042722013 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-12432 FILM NUMBER: 1642082 BUSINESS ADDRESS: STREET 1: 132 FAIRGROUNDS RD CITY: WEST KINGSTON STATE: RI ZIP: 02892 BUSINESS PHONE: 4017895735 MAIL ADDRESS: STREET 1: 132 FAIRGROUNDS ROAD CITY: WEST KINGSTON STATE: RI ZIP: 02892 10-Q 1 tenq101z.txt QUARTERLY REPORT ON FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 _________________________ (Mark One) [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 1, 2001 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________to_____________ Commission File Number: 1-12432 AMERICAN POWER CONVERSION CORPORATION (Exact name of Registrant as specified in its charter) MASSACHUSETTS 04-2722013 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 132 FAIRGROUNDS ROAD, WEST KINGSTON, RHODE ISLAND 02892 401-789-5735 (Address and telephone number of principal executive offices) Indicate by check mark whether the Registrant (1) has filed all reports 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 [ ] Registrant's Common Stock outstanding, $.01 par value, at May 9, 2001 - 195,038,000 shares 1 FORM 10-Q April 1, 2001 AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES INDEX Page No. Part I - Financial Information: Item 1. Consolidated Condensed Financial Statements: Consolidated Condensed Balance Sheets - April 1, 2001 (Unaudited) and December 31, 2000 3 - 4 Consolidated Condensed Statements of Income - Three Months Ended April 1, 2001 and April 2, 2000 (Unaudited) 5 Consolidated Condensed Statements of Cash Flows - Three Months Ended April 1, 2001 and April 2, 2000 (Unaudited) 6 Notes to Consolidated Condensed Financial Statements (Unaudited) 7 - 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 - 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 12 Part II - Other Information: Item 6. Exhibits and Reports on Form 8-K 13 Signatures 14 Exhibit Index 15 2 FORM 10-Q April 1, 2001 PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS ITEM 1. FINANCIAL STATEMENTS AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands)
ASSETS April 1, December 31, 2001 2000 (Unaudited) Current assets: Cash and cash equivalents $266,914 $283,025 Short term investments 9,000 25,000 Accounts receivable, less allowance for doubtful accounts of $21,048 in 2001 and $20,085 in 2000 318,331 298,041 Inventories: Raw materials 149,677 120,685 Work-in-process and finished goods 181,175 168,347 Total inventories 330,852 289,032 Prepaid expenses and other current assets 26,743 23,488 Deferred income taxes 41,290 42,024 Total current assets 993,130 960,610 Property, plant, and equipment: Land, buildings, and improvements 70,866 72,136 Machinery and equipment 183,737 178,558 Office equipment, furniture, and fixtures 70,794 68,765 Purchased software 27,210 25,633 352,607 345,092 Less accumulated depreciation and amortization 141,732 133,335 Net property, plant, and equipment 210,875 211,757 Goodwill and other intangibles 120,454 122,716 Other assets 21,652 22,022 Total assets $1,346,111 $1,317,105
See accompanying notes to consolidated condensed financial statements. 3 FORM 10-Q April 1, 2001 AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED) (In thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY April 1, December 31, 2001 2000 (Unaudited) Current liabilities: Accounts payable $99,104 $105,031 Accrued expenses 37,872 37,346 Accrued compensation 20,033 21,708 Accrued sales and marketing programs 21,212 15,210 Deferred revenue 13,046 11,847 Income taxes payable 15,310 14,377 Total current liabilities 206,577 206,119 Deferred tax liability 13,703 13,805 Total liabilities 220,280 219,924 Shareholders' equity: Common stock, $.01 par value; authorized 450,000 shares; issued 195,158 shares in 2001 and 195,071 shares in 2000 1,952 1,951 Additional paid-in capital 116,695 115,381 Retained earnings 1,013,370 986,176 Treasury stock, 250 shares, at cost (1,551) (1,551) Accumulated other comprehensive loss (4,635) (4,776) Total shareholders' equity 1,125,831 1,097,181 Total liabilities and shareholders' equity $1,346,111 $1,317,105
See accompanying notes to consolidated condensed financial statements. 4 FORM 10-Q April 1, 2001 AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (In thousands, except earnings per share)
Three months ended April 1, April 2, 2001 2000 (Unaudited) Net sales $359,688 $311,196 Cost of goods sold 234,699 169,241 Gross profit 124,989 141,955 Operating expenses: Marketing, selling, general and administrative 79,245 72,473 Research and development 13,132 9,305 Total operating expenses 92,377 81,778 Operating income 32,612 60,177 Other income, net 5,422 6,170 Earnings before income taxes 38,034 66,347 Income taxes 10,840 19,241 Net income $27,194 $47,106 Basic earnings per share $.14 $.24 Basic weighted average shares outstanding 195,132 193,450 Diluted earnings per share $.14 $.24 Diluted weighted average shares outstanding 196,700 199,530
See accompanying notes to consolidated condensed financial statements. 5 FORM 10-Q April 1, 2001 AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (In thousands)
Three months ended April 1, April 2, 2001 2000 (Unaudited) Cash flows from operating activities: Net income $27,194 $47,106 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization of property, plant, and equipment 9,876 7,134 Gain on sale of property, plant, and equipment (1,337) - Deferred income taxes 632 4,035 Other non-cash items, net 4,644 846 Changes in operating assets and liabilities: Accounts receivable (21,906) 8,913 Inventories (41,820) (16,626) Prepaid expenses and other current assets (3,255) (2,029) Other assets (255) (586) Accounts payable (5,927) 12,835 Accrued expenses 5,452 (8,569) Income taxes payable 933 (7,062) Net cash (used in) provided by operating activities (25,769) 45,997 Cash flows from investing activities: Purchases of held-to-maturity debt securities (9,000) (75,000) Maturities of held-to-maturity debt securities 25,000 - Capital expenditures (10,401) (11,318) Proceeds from sale of property, plant, and equipment 2,744 - Net cash provided by (used in) investing activities 8,343 (86,318) Cash flows from financing activities: Proceeds from issuances of common stock 1,315 7,303 Net cash provided by financing activities 1,315 7,303 Net change in cash and cash equivalents (16,111) (33,108) Cash and cash equivalents at beginning of period 283,025 456,325 Cash and cash equivalents at end of period $266,914 $423,307 Supplemental cash flow disclosures Cash paid during the period for: Income taxes (net of refunds) $8,509 $21,855
See accompanying notes to consolidated condensed financial statements. 6 FORM 10-Q April 1, 2001 AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) 1. Management Representation The accompanying unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements included in American Power Conversion Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. In the opinion of management, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the consolidated financial position and the consolidated results of operations and cash flows for the interim periods. The results of operations for the interim periods are not necessarily indicative of results to be expected for the full year. 2. Principles of Consolidation The consolidated financial statements include the financial statements of American Power Conversion Corporation, APC, and its wholly-owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. 3. Earnings Per Share Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares and dilutive potential common shares outstanding during the period. Under the treasury stock method, the unexercised options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase common shares at the average market price during the period. Potential common shares for which inclusion would have the effect of increasing diluted earnings per share (i.e., antidilutive) are excluded from the computation.
In thousands Three months ended April 1, April 2, 2001 2000 Basic weighted average shares outstanding 195,132 193,450 Net effect of dilutive potential common shares outstanding based on the treasury stock method using the average market price 1,568 6,080 Diluted weighted average shares outstanding 196,700 199,530 Antidilutive potential common shares excluded from the computation above 9,797 -
7 4. Shareholders' Equity Changes in paid-in capital for the periods presented represent the issuances of common stock resulting from the exercise of employee stock options. 5. Comprehensive Income The components of comprehensive income, net of tax, are as follows:
In thousands Three months ended April 1, April 2, 2001 2000 Net income $27,194 $47,106 Other comprehensive income (loss), net of tax: Change in foreign currency translation adjustment 141 (790) Comprehensive income $27,335 $46,316
6. Short Term Investments At April 1, 2001, short term investments consisted of investment grade corporate bonds with maturities greater than three months and less than or equal to one year at the date of acquisition. Such securities were classified as held-to- maturity and carried at amortized cost. Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Debt securities are classified as held-to-maturity when APC has the positive intent and ability to hold such securities to maturity. 7. Operating Segment Information Basis for presentation APC operates primarily within one industry consisting of three reportable operating segments by which it manages its business and from which various offerings are commonly combined to develop a total solution for the customer. These efforts primarily incorporate the design, manufacture, and marketing of power protection equipment and related software and accessories for computer, communications, and related equipment. APC's three segments are: Small Systems, Large Systems, and Other. Each of these segments address global markets. The Small Systems segment develops power solutions for servers and networking equipment commonly used in local area and wide area networks and for personal computers and sensitive electronics; the Large Systems segment produces large system solutions that provide power and availability solutions for data centers, facilities, and communications equipment; and the Other segment provides Web-based informational, product, and selling services as well as replacement batteries for APC's UPS products and notebook computers. APC measures the profitability of its segments based on direct contribution margin. Direct contribution margin includes R&D, marketing, and administrative expenses directly attributable to the segments and excludes certain expenses which are managed outside the reportable segments. Costs excluded from segment profit are indirect operating expenses, primarily consisting of selling and corporate expenses, and income taxes. Expenditures for additions to long-lived assets are not tracked or reported by the operating segments, although depreciation expense is allocated to and reported by the operating segments. 8 Summary operating segment information is as follows:
In thousands Three months ended April 1, April 2, 2001 2000 Segment net sales Small Systems $286,284 $281,889 Large Systems 64,777 27,524 Other 7,513 - Total segment net sales 358,574 309,413 Shipping and handling revenues 1,114 1,783 Total net sales $359,688 $311,196 Segment profits Small Systems $111,453 $128,821 Large Systems (3,255) 5,692 Other 4,573 - Total segment profits 112,771 134,513 Shipping and handling net costs 7,399 5,797 Indirect operating expenses 72,760 68,539 Other income, net 5,422 6,170 Earnings before income taxes $38,034 $66,347
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Revenues Net sales were $359.7 million for the first quarter of 2001, an increase of 15.6% compared to $311.2 million for the same period in 2000. First quarter 2001 net sales included approximately $26.7 million from the acquisitions of Airflow Company, Advance Power, and ABL Electronics. Excluding the contribution from all three acquisitions, revenues in the first quarter of 2001 were approximately $333.0 million, up 7.0% year-over-year. APC's large systems business, which consists of solutions for data centers, facilities and communications applications, continued to post strong growth. Revenues in this segment were up 135.3% to $64.8 million and represented 18.0% of first quarter 2001 sales. Excluding the contribution from acquired businesses, revenues in the large systems segment in the first quarter of 2001 were up 46.9% to $40.4 million. APC's small systems segment, consisting primarily of products for PC and networking applications, grew 1.6% versus last year's first quarter. Revenues of the remaining business segment, which was new in mid-2000 and consists primarily of replacement batteries and web based services, were $7.5 million of first quarter 2001 total net sales. On a geographic basis, the Americas (North and Latin America) represented 62.3% of first quarter 2001 revenues and were up 27.0% year-over-year. Europe, the Middle East and Africa (EMEA) represented 20.9% of revenues and was down 9.1% from the first quarter of 2000. Finally, Asia was 16.8% of first quarter revenues, growing 16.0% year-over-year. On a constant currency basis, EMEA was down 4.9% and Asia grew 22.8% versus the first quarter of 2000. 9 Cost of Goods Sold Cost of goods sold was $234.7 million or 65.3% of net sales in the first quarter of 2001 compared to $169.2 million or 54.4% in the first quarter of 2000. First quarter 2001 gross margin was 34.7% of sales, approximately 10.9 percentage points lower than the comparable period in 2000. The year over year gross margin erosion resulted from several factors, principally the rapid growth of our lower gross margin large systems segment, the impact of foreign currency exchange rate erosion on international sales and margins, particularly in Asia, and the cumulative impact of pricing actions occurring subsequent to the first quarter of 2000, combined with the impact of small systems material cost savings recognized in the form of favorable purchase price variances taken during last year's first quarter. The year over year gross margin erosion for the large systems segment resulted from cost inefficiencies resulting from continued global capacity expansion. Total inventory reserves at April 1, 2001 were $21.0 million compared to $20.5 million at December 31, 2000. APC's reserve estimate methodology involves quantifying the total inventory position having potential loss exposure, reduced by an amount reasonably forecasted to be sold, and adjusting its interim reserve provisioning to cover the net loss exposure. Operating Expenses Operating expenses include marketing, selling, general and administrative (SG&A), and R&D expenses. SG&A expenses were $79.2 million or 22.0% of net sales for the first quarter of 2001 compared to $72.5 million or 23.3% of net sales for the first quarter of 2000. The increase in total spending over last year was due primarily to costs associated with increased staffing and operating expenses of selling and administrative functions. The allowance for doubtful accounts at April 1, 2001 was 6.2% of accounts receivable, compared to 6.3% at December 31, 2000. APC continues to experience strong collection performance. Accounts receivable balances outstanding over 60 days represented 18.7% of total receivables at April 1, 2001, up from 13.4% at December 31, 2000. This increase reflects in part a growing portion of APC's business originating in areas where longer payment terms are customary, including a growing contribution from international markets, as well as the product mix shift towards large systems business, which typically carries longer sales cycles and collection cycles. Write-offs of uncollectible accounts have historically represented less than 1% of total net sales. A majority of international customer balances are covered by receivables insurance. R&D expenses were $13.1 million or 3.7% of net sales and $9.3 million or 3.0% of net sales for the first quarters of 2001 and 2000, respectively. Large systems segment R&D spending accounted for approximately 70% of total R&D spending. The increase in total R&D spending primarily reflects increased numbers of software and hardware engineers and costs associated with new product development and engineering support. Other Income, Net and Income Taxes Other income is comprised principally of interest income combined with a $1.3 million gain in the first quarter of 2001 on the sale of a building in Billerica, Massachusetts. Interest income was lower during the first quarter of 2001 compared to the first quarter of 2000 due to lower average cash balances available for investment during the first quarter of 2001. Our effective income tax rates were approximately 28.5% and 29.0% for the quarters ended April 1, 2001 and April 2, 2000, respectively. The decrease in the effective tax rate from last year is due to the expected tax savings from an increasing portion of taxable earnings being generated from APC's operations in jurisdictions currently having a lower income tax rate than the present U.S. statutory income tax rate. LIQUIDITY AND CAPITAL RESOURCES Working capital at April 1, 2001 was $786.6 million compared to $754.5 million at December 31, 2000. APC has been able to increase its working capital position as the result of strong operating results and despite internally financing the working and long term capital investments required to expand its operations. Our cash, cash equivalents, and short term investments position decreased to $275.9 million at April 1, 2001 from $308.0 million at December 31, 2000. 10 Worldwide inventories were $330.9 million at April 1, 2001 compared to $289.0 million at December 31, 2000. Like many other vendors participating in the communications and Internet infrastructure build-out, APC has been impacted by the rapid decline in forecasted demands during the fourth quarter of 2000 and the first quarter of 2001. Additionally, despite our growth rate in the large systems space, APC experienced first quarter shipment cancellations and rescheduled sales orders from customers in the telecommunications and service provider industry, while our global capacity expansion and rebalancing in our large systems business drove the need for additional safety stock. Inventory levels as a percentage of quarterly sales were 92.0% in the first quarter of 2001, up from 71.0% in the fourth quarter of 2000. This increase was due to the first quarter 2001 inventory build combined with the typical seasonal decline in net sales from the fourth quarter to the first quarter of each year. At April 1, 2001, we had $65.0 million available for future borrowings under an unsecured line of credit agreement at a floating interest rate equal to the bank's cost of funds rate plus .625% and an additional $7.0 million under an unsecured line of credit agreement with a second bank at a similar interest rate. No borrowings were outstanding under these facilities at April 1, 2001. APC had no significant financial commitments, other than those required in the normal course of business, at April 1, 2001. During the first quarter of 2001, our capital expenditures, net of capital grants, consisted primarily of manufacturing and office equipment, buildings and improvements, and purchased software applications. The nature and level of capital spending was made to improve manufacturing capabilities, principally in the Far East and Europe, and to support the increased marketing, selling, and administrative efforts necessitated by our growth. First quarter 2001 capital spending included large systems segment global capacity expansion into lower cost locations more approximate to local end-user customers and markets, as well as development of infrastructure to support emerging growth in the large systems space. Substantially all of APC's net capital expenditures were financed from available operating cash. We had no material capital commitments at April 1, 2001. APC has agreements with the Industrial Development Authority of Ireland, otherwise known as the IDA. Under these agreements, we receive grant monies for costs incurred for machinery, equipment, and building improvements for our Galway and Castlebar facilities. These grants are equal to 40% and 60%, respectively, of such costs up to a maximum of $13.1 million for Galway and $1.3 million for Castlebar. Such grant monies are subject to APC meeting certain employment goals and maintaining operations in Ireland until termination of the respective agreements. We believe that current internal cash flows together with available cash, available credit facilities or, if needed, the proceeds from the sale of additional equity, will be sufficient to support anticipated capital spending and other working capital requirements for the foreseeable future. Foreign Currency Activity We invoice our customers in various currencies. Realized and unrealized transaction gains or losses are included in the results of operations and are measured based upon the effect of changes in exchange rates on the actual or expected amount of functional currency cash flows. At April 1, 2001, APC's unhedged foreign currency accounts receivable, by currency, were as follows:
In thousands Foreign Currency US Dollars European Euros 29,263 $25,948 British Pounds 17,097 24,565 Japanese Yen 2,629,966 21,500 Swiss Francs 16,098 9,327 German Marks 11,179 5,068 French Francs 33,360 4,509
11 APC also had non-trade receivables denominated in Irish Pounds of approximately US$3.3 million, liabilities denominated in various European currencies of approximately US$52.4 million, and liabilities denominated in Japanese Yen of approximately US$7.7 million. We continually review our foreign exchange exposure and consider various risk management techniques, including the netting of foreign currency receipts and disbursements, rate protection agreements with customers/vendors and derivatives arrangements, including foreign exchange contracts. We presently do not utilize rate protection agreements or derivative arrangements. Recently Issued Accounting Standard In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative Instruments and Hedging Activities, which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts (collectively referred to as derivatives), and for hedging activities. This Statement became effective for APC on January 1, 2000. The adoption of this Statement did not have any impact on APC's consolidated financial position or results of operations as we presently do not utilize any derivative instruments. Factors That May Affect Future Results This document contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this document. The factors that could cause actual results to differ materially include the following: our ability to successfully integrate and operate acquired businesses; the timely development and acceptance of new products; ramp up, expansion and rationalization of global manufacturing capacity; our ability to effectively align operating expenses and production capacity with the current demand environment; impact on order management and fulfillment, financial reporting and supply chain management processes as a result of our implementation of Oracle 11i commenced in the first quarter of 2001; general worldwide economic conditions, and, in particular, the possibility that the PC and related markets decline more dramatically than currently anticipated; growth rates in the power protection industry and related industries, including but not limited to the PC, server, networking, telecommunications, and enterprise hardware industries; competitive factors and pricing pressures; product mix changes and the potential negative impact on gross margins from such changes; changes in the seasonality of demand patterns; inventory risks due to shifts in market demand; component constraints and shortages; risk of nonpayment of accounts receivable; the uncertainty of the litigation process including risk of an unexpected, unfavorable result of current or future litigation; risk of disruption to Asian manufacturing operations due to political instability; and the risks described from time to time in our filings with the Securities and Exchange Commission. APC cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. APC disclaims any obligation to publicly update or revise any such statements to reflect any change in APC's expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward- looking statements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK APC, in the normal course of business, is exposed to market risks relating to fluctuations in foreign currency exchange rates. The information required under this section related to such risks is included in the Foreign Currency Activity section of Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 2 of this Report and is incorporated herein by reference. 12 PART II - OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (A) Exhibits Exhibit No. 3.01 Articles of Organization of the Company, as amended, previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 1999 and incorporated herein by reference (File No. 1-12432) Exhibit No. 3.02 By-Laws of the Company, as amended and restated, previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference (File No. 1-12432) Exhibit No. 10 Form of Change-in Control Severance Agreement dated as of February 7, 2001 entered into by the Company with Edward W. Machala, previously filed as Exhibit 10.25 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2000 and incorporated herein by reference (File No. 1-12432) (X) (X) Indicates a management contract or any compensatory plan, contract or arrangement. (B) Reports on Form 8-K No reports on Form 8-K were filed by American Power Conversion Corporation during the quarter ended April 1, 2001. 13 FORM 10-Q April 1, 2001 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERICAN POWER CONVERSION CORPORATION Date: May 16, 2001 /s/ Donald M. Muir Donald M. Muir Chief Financial Officer (Principal Accounting And Financial Officer) 14 FORM 10-Q April 1, 2001 AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES EXHIBIT INDEX
Exhibit Description Page No Number 3.01 Articles of Organization of the Company, as amended, previously filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 1999 and incorporated herein by reference (File No. 1- 12432) 3.02 By-Laws of the Company, as amended and restated, previously filed as an exhibit to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998 and incorporated herein by reference (File No. 1-12432) 10 Form of Change-in Control Severance Agreement dated as of February 7, 2001 entered into by the Company with Edward W. Machala, previously filed as Exhibit 10.25 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2000 and incorporated herein by reference (File No. 1-12432) (X)
(X) Indicates a management contract or any compensatory plan, contract or arrangement. 15 -----END PRIVACY-ENHANCED MESSAGE-----