SEC Comment Letter for Apple (AAPL) — Mar 3, 2008
Apple Inc.
Date: March 3, 2008 · CIK: 0000320193 · Accession: 0000000000-08-011085
AI Filing Summary & Sentiment
Reasoning
Referenced dates: February 11, 2008, January 29, 2008
Letter
Room 4561 Via fax (408) 974-2023 March 3, 2008 Peter Oppenheimer Chief Financial Officer Apple Inc. 1 Infinite Loop Cupertino, CA 95014 Re: Apple Inc. Form 10-K for the Fiscal Ye ar Ended September 29, 2007 Filed on November 15, 2007 File no. 0-10030
Dear Mr. Oppenheimer: We have reviewed your response to our letter dated February 11, 2008 in connection with the above referenced fili ng and have the following comment. If indicated, we think you should re vise your document in response to this comment. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In our comment, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing th is information, we may raise additional comments. Unless otherwise noted, where prio r comments are referred to they refer to our letter dated January 29, 2008.
Form 10-K for the Fiscal Year Ended September 29, 2007
Compensation Discussion and Analysis
Performance-Based Cash Incentives, page 104 1. Refer to comment 3 of our letter dated January 29, 2008. Please provide a more detailed competitive harm analysis justifying the omission of disclosure relating to the revenue and operating income obj ectives that are ti ed to your named executive officers’ performance-based cas h incentive awards. As you are aware, the criterion for applying the (b)(4) ex emption is a reasonable showing that disclosure would cause substantial competitive harm. Although you have provided us with some information to consider, the bullet points on page 6
Peter Oppenheimer Apple Inc. March 3, 2008 Page 2 provide general conclusions regarding the nature of the competitive harm that could ensue through disclosure. In order to better unde rstand your position, please expand your justification for why you do not intend to disclose historical financial performance objectives. Please pr ovide a more descriptive response that analyzes the nexus between disclosure of the performance objectives and how competitors could use the information to obtain the stated competitive advantage.
* * * * * * *
Please respond to this comment within 10 business days or tell us when you will provide us with a response. Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comment and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comm ents after reviewing any amendment and your response to our comment.
You may contact Kari Ji n, Staff Accountant, at (202) 551-3481 or Patrick Gilmore, Senior Staff Accountant, at (202) 551-3406, if you have any questions regarding comments on the fina ncial statements and relate d matters. Please address questions regarding all other comments to Ka therine Wray, Staff Attorney, at (202) 551- 3483 or Jay Ingram, Senior Staff Attorney at (202) 551-3397. If you need further assistance, you may cont act me at (202) 551-3730.
Sincerely,
Kathleen Collins A c c o u n t i n g B r a n c h C h i e f
Show Raw Text
Room 4561 Via fax (408) 974-2023
March 3, 2008
Peter Oppenheimer Chief Financial Officer Apple Inc. 1 Infinite Loop Cupertino, CA 95014
Re: Apple Inc.
Form 10-K for the Fiscal Ye ar Ended September 29, 2007
Filed on November 15, 2007 File no. 0-10030
Dear Mr. Oppenheimer:
We have reviewed your response to our letter dated February 11, 2008 in
connection with the above referenced fili ng and have the following comment. If
indicated, we think you should re vise your document in response to this comment. If you
disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary. Please be as detailed as necessary in your explanation. In our
comment, we may ask you to provide us with supplemental information so we may better
understand your disclosure. After reviewing th is information, we may raise additional
comments. Unless otherwise noted, where prio r comments are referred to they refer to
our letter dated January 29, 2008.
Form 10-K for the Fiscal Year Ended September 29, 2007
Compensation Discussion and Analysis
Performance-Based Cash Incentives, page 104
1. Refer to comment 3 of our letter dated January 29, 2008. Please provide a more
detailed competitive harm analysis justifying the omission of disclosure relating
to the revenue and operating income obj ectives that are ti ed to your named
executive officers’ performance-based cas h incentive awards. As you are aware,
the criterion for applying the (b)(4) ex emption is a reasonable showing that
disclosure would cause substantial competitive harm. Although you have provided us with some information to consider, the bullet points on page 6
Peter Oppenheimer
Apple Inc. March 3, 2008 Page 2
provide general conclusions regarding the nature of the competitive harm that
could ensue through disclosure. In order to better unde rstand your position,
please expand your justification for why you do not intend to disclose historical
financial performance objectives. Please pr ovide a more descriptive response that
analyzes the nexus between disclosure of the performance objectives and how
competitors could use the information to obtain the stated competitive advantage.
* * * * * * *
Please respond to this comment within 10 business days or tell us when you will
provide us with a response. Please submit all correspondence and supplemental materials
on EDGAR as required by Rule 101 of Regulation S-T. If you amend your filing(s), you may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cover letter that keys your response to our comment and provides any
requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comm ents after reviewing any amendment and
your response to our comment.
You may contact Kari Ji n, Staff Accountant, at (202) 551-3481 or Patrick
Gilmore, Senior Staff Accountant, at (202) 551-3406, if you have any questions regarding comments on the fina ncial statements and relate d matters. Please address
questions regarding all other comments to Ka therine Wray, Staff Attorney, at (202) 551-
3483 or Jay Ingram, Senior Staff Attorney at (202) 551-3397. If you need further assistance, you may cont act me at (202) 551-3730.
Sincerely,
Kathleen Collins A c c o u n t i n g B r a n c h C h i e f