SEC Comment Letter for Apple (AAPL) — Jul 9, 2013
Apple Inc.
Date: July 9, 2013 · CIK: 0000320193 · Accession: 0000000000-13-037238
AI Filing Summary & Sentiment
Reasoning
Referenced dates: June 13, 2012, June 24, 2013
Letter
July 9, 2013 Via E -mail Peter Oppenheimer Senior VP and Chief Financial Officer Apple Inc. 1 Infinite Loop Cupertino, CA 95014
Re: Apple Inc. Form 10 -K for the Fiscal Year Ended September 29, 2012 Filed on October 31, 2012 File No. 0 00-10030
Dear Mr. Oppenheimer :
We have reviewed your letter dated June 24, 2013 in connection with the above - referenced filing an d have the following comments. In some of our comments , we may a sk you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by providing the requested information or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comment s, we may have additional comments. Unless otherwise noted , where pri or comments are referred to they refer to our letter dated June 13, 2012 .
Form 10 -K for the Fiscal Year Ended September 29, 2012
Item 1A. Risk Factors
“The Company could be subject to changes in its tax rates . . .,” page 19
1. We note your response to prior comment 1. The revised language still refers to “foreign” jurisdictions and appears to discuss risks that could apply to any registrant with international operations. Your responses state that your Irish subsidiaries generated substantially all of your $40.4 billion in undistributed international earnings, creating a tax benefit of approximately $5.9 billion in 2012. Thus, it appears that you should specifically refere nce the potential risks associated with any changes in Irish tax laws.
Peter Oppenheimer Apple Inc. July 9, 2013 Page 2
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Provision for Income Taxes, page 36
2. You indicate in your response to prior comment 2 that as of September 28, 2012, substantially all of the company’s $40.4 billion in undistributed international earnings intended to be indefinitely reinvested in operations outside the U.S. was generated by subsidiaries organized in Ireland, which has a statutory tax rate of 12.5%. Please disclose this information in future filings. We refer you to Item 303(a)(1) of Regulation S -K and Section IV of SEC Release 33 -8350.
Item 8. Financial Statements and Supplementary Data
Note 5 – Income Taxes, page 61
3. We note from your response to pr ior comment 3 that you considered various factors in accordance with ASC 740 -30-05-4 when evaluating the criteria for indefinite reinvestment under ASC 740 -30-25-17. Please explain , in detail , how each factor was considered in overcoming the presumption that all undistributed earnings will be transferred to the parent. Also, please describe to us, in detail, the company’s specific plans for reinvestment of your undistr ibuted foreign earnings.
You may contact Melissa Feider, Staff Accountant, at (202) 551 -3379, if you have questions regarding comments on the financial statements and re lated matters. If you have any other questions, please contact Luna Bloom, Staff Atto rney, at (202) 551 -3194, Evan Jacobson, Staff Attorney, at (202) 551 -3428, or Barbara C. Jacobs, Assistant Director, at (202) 551 - 3735. If you require further assistance, do not hesitate to contact me at (202) 551 -3499.
Sincerely,
/s/ Kathleen Collins
Show Raw Text
July 9, 2013
Via E -mail
Peter Oppenheimer
Senior VP and Chief Financial Officer
Apple Inc.
1 Infinite Loop
Cupertino, CA 95014
Re: Apple Inc.
Form 10 -K for the Fiscal Year Ended September 29, 2012
Filed on October 31, 2012
File No. 0 00-10030
Dear Mr. Oppenheimer :
We have reviewed your letter dated June 24, 2013 in connection with the above -
referenced filing an d have the following comments. In some of our comments , we may a sk you
to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by providing the requested
information or by advising us when you will provide the requested response. If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comment s, we may
have additional comments. Unless otherwise noted , where pri or comments are referred to they
refer to our letter dated June 13, 2012 .
Form 10 -K for the Fiscal Year Ended September 29, 2012
Item 1A. Risk Factors
“The Company could be subject to changes in its tax rates . . .,” page 19
1. We note your response to prior comment 1. The revised language still refers to “foreign”
jurisdictions and appears to discuss risks that could apply to any registrant with
international operations. Your responses state that your Irish subsidiaries generated
substantially all of your $40.4 billion in undistributed international earnings, creating a
tax benefit of approximately $5.9 billion in 2012. Thus, it appears that you should
specifically refere nce the potential risks associated with any changes in Irish tax laws.
Peter Oppenheimer
Apple Inc.
July 9, 2013
Page 2
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Provision for Income Taxes, page 36
2. You indicate in your response to prior comment 2 that as of September 28, 2012,
substantially all of the company’s $40.4 billion in undistributed international earnings
intended to be indefinitely reinvested in operations outside the U.S. was generated by
subsidiaries organized in Ireland, which has a statutory tax rate of 12.5%. Please disclose
this information in future filings. We refer you to Item 303(a)(1) of Regulation S -K and
Section IV of SEC Release 33 -8350.
Item 8. Financial Statements and Supplementary Data
Note 5 – Income Taxes, page 61
3. We note from your response to pr ior comment 3 that you considered various factors in
accordance with ASC 740 -30-05-4 when evaluating the criteria for indefinite
reinvestment under ASC 740 -30-25-17. Please explain , in detail , how each factor was
considered in overcoming the presumption that all undistributed earnings will be
transferred to the parent. Also, please describe to us, in detail, the company’s specific
plans for reinvestment of your undistr ibuted foreign earnings.
You may contact Melissa Feider, Staff Accountant, at (202) 551 -3379, if you have
questions regarding comments on the financial statements and re lated matters. If you have any
other questions, please contact Luna Bloom, Staff Atto rney, at (202) 551 -3194, Evan Jacobson,
Staff Attorney, at (202) 551 -3428, or Barbara C. Jacobs, Assistant Director, at (202) 551 -
3735. If you require further assistance, do not hesitate to contact me at (202) 551 -3499.
Sincerely,
/s/ Kathleen Collins
Kathleen Collins
Accounting Branch Chief