SEC Comment Letter for Apple (AAPL) — Mar 23, 2011
Apple Inc.
Date: March 23, 2011 · CIK: 0000320193 · Accession: 0000000000-11-017736
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-10030
Letter
March 22, 2011 Via E-mail Peter Oppenheimer Senior Vice President and Chief Financial Officer Apple, Inc. 1 Infinite Loop Cupertino, California 95014 Re: Apple Inc. Form 10-K for the Fiscal Year Ended September 25, 2010 Filed on October 27, 2010 File No. 000-10030
Dear Mr. Oppenheimer: We have reviewed your letter dated Februa ry 8, 2011 in connection with the above- referenced filing and have the following comment s. In our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by amending your filing, by providing the requested information, or by advi sing us when you will provide the requested response. If you do not believe our comments apply to your fact s and circumstances or do not believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we ma y have additional comments. Part III, page 88 (Incorporated by Reference from Definitive Proxy Statement Filed January 7, 2011) Transactions with Related Persons, page 20
1. We note the references to commercial tran sactions with each of Disney, Northrop Grumman and Avon and your affiliates’ relati onships with those entities. In your response letter, please summarize the nature of the transactions in quantitative and qualitative terms and tell us the factual basis for your determinations that the transactions were arms-length. Please also provide the an alysis that led to your apparent conclusion that disclosure conforming to the requiremen ts of Item 404(a) of Regulation S-K was not required with respect to the commercial deal ings with those entities during your most recent fiscal year.
Peter Oppenheimer Apple, Inc. March 22, 2011 Page 2
The Role of Long-Term Equity Awards
2010 Equity Awards, page 26 Special Award for Mr. Cook, page 27 Discretionary Bonuses, page 29 2. We note that Mr. Cook received 200,000 RSUs, comprised of 125,000 RSUs as part of the 2010 equity awards and 75,000 RSUs as part of a special award, and Messrs. Oppenheimer, Johnson and Sewell received 100,0 00 RSUs. We also note that Mr. Cook received a $5 million discretionary bonus. Fi nally, we note your disclosure regarding the subjective assessments made by the Comp ensation Committee in determining grant levels. In your response letter, please explain how each of these amounts was determined. For example, we note that w ith respect to Mr. C ook’s special award of RSUs and discretionary bonus, the Compen sation Committee considered Mr. Jobs’ recommendation, your 2009 financial perfor mance and the importance to you of Mr. Cook. Please also disclose how your 2009 perf ormance together with the other listed factors led the Compensation Committee to determine to award Mr. Cook 75,000 RSUs and $5 million. In future filings, please ensure that you discuss how company or individual performance rela tive to the parameters eval uated in making compensation awards led to the specific awards. You may contact Phil Rothenberg at (202) 551-3466 if you have any questions regarding these comments. If you thereafter require as sistance, you may contact me at (202) 551-3462.
Sincerely,
/s/ Mark P. Shuman
Mark P. Shuman
Branch Chief
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March 22, 2011
Via E-mail
Peter Oppenheimer Senior Vice President and Chief Financial Officer
Apple, Inc. 1 Infinite Loop Cupertino, California 95014
Re: Apple Inc.
Form 10-K for the Fiscal Year Ended September 25, 2010
Filed on October 27, 2010
File No. 000-10030
Dear Mr. Oppenheimer:
We have reviewed your letter dated Februa ry 8, 2011 in connection with the above-
referenced filing and have the following comment s. In our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response. If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
Part III, page 88 (Incorporated by Reference from Definitive Proxy Statement Filed January 7,
2011)
Transactions with Related Persons, page 20
1. We note the references to commercial tran sactions with each of Disney, Northrop
Grumman and Avon and your affiliates’ relati onships with those entities. In your
response letter, please summarize the nature of the transactions in quantitative and
qualitative terms and tell us the factual basis for your determinations that the transactions
were arms-length. Please also provide the an alysis that led to your apparent conclusion
that disclosure conforming to the requiremen ts of Item 404(a) of Regulation S-K was not
required with respect to the commercial deal ings with those entities during your most
recent fiscal year.
Peter Oppenheimer Apple, Inc. March 22, 2011 Page 2
The Role of Long-Term Equity Awards
2010 Equity Awards, page 26
Special Award for Mr. Cook, page 27
Discretionary Bonuses, page 29
2. We note that Mr. Cook received 200,000 RSUs, comprised of 125,000 RSUs as part of
the 2010 equity awards and 75,000 RSUs as part of a special award, and Messrs.
Oppenheimer, Johnson and Sewell received 100,0 00 RSUs. We also note that Mr. Cook
received a $5 million discretionary bonus. Fi nally, we note your disclosure regarding the
subjective assessments made by the Comp ensation Committee in determining grant
levels. In your response letter, please explain how each of these amounts was determined. For example, we note that w ith respect to Mr. C ook’s special award of
RSUs and discretionary bonus, the Compen sation Committee considered Mr. Jobs’
recommendation, your 2009 financial perfor mance and the importance to you of Mr.
Cook. Please also disclose how your 2009 perf ormance together with the other listed
factors led the Compensation Committee to determine to award Mr. Cook 75,000 RSUs
and $5 million. In future filings, please ensure that you discuss how company or individual performance rela tive to the parameters eval uated in making compensation
awards led to the specific awards.
You may contact Phil Rothenberg at (202) 551-3466 if you have any questions regarding
these comments. If you thereafter require as sistance, you may contact me at (202) 551-3462.
Sincerely,
/s/ Mark P. Shuman
Mark P. Shuman
Branch Chief