8-K

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

April 23, 2008

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, CA 95014

(Address of principal executive offices)

(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 April 23, 2008, Apple Inc. (“Apple”) issued a press release regarding Apple’s financial results for its second fiscal quarter ended March 29, 2008 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. dated April 23, 2008.
99.2	Data sheet issued by Apple Inc. dated April 23, 2008.

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:	April 23, 2008	By:	/s/ Peter Oppenheimer
			Peter Oppenheimer
			Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of press release issued by Apple Inc. dated April 23, 2008.
99.2	Data sheet issued by Apple Inc. dated April 23, 2008.

EX-99.1

Exhibit 99.1

Apple Reports Record Second Quarter Results

Revenue Up 43 Percent Year-Over-Year

CUPERTINO, California—April 23, 2008—Apple^® today announced financial results for its fiscal 2008 second quarter ended March 29, 2008. The Company posted revenue of $7.51 billion and net quarterly profit of $1.05 billion, or $1.16 per diluted share. These results compare to revenue of $5.26 billion and net quarterly profit of $770 million, or $.87 per diluted share, in the year-ago quarter. Gross margin was 32.9 percent, down from 35.1 percent in the year-ago quarter. International sales accounted for 44 percent of the quarter’s revenue.

Apple shipped 2,289,000 Macintosh^® computers during the quarter, representing 51 percent unit growth and 54 percent revenue growth over the year-ago quarter. The Company sold 10,644,000 iPods during the quarter, representing one percent unit growth and eight percent revenue growth over the year-ago quarter. Quarterly iPhone™ sales were 1,703,000.

“We’re delighted to report 43 percent revenue growth and the strongest March quarter revenue and earnings in Apple’s history,” said Steve Jobs, Apple’s CEO. “With over $17 billion in revenue for the first half of our fiscal year, we have strong momentum to launch some terrific new products in the coming quarters.”

“We’re thrilled to have generated $4 billion in cash flow from operations in the first half of fiscal 2008, yielding an ending cash balance of $19.4 billion,” said Peter Oppenheimer, Apple’s CFO. “Looking ahead to the third quarter of fiscal 2008, we expect revenue of about $7.2 billion and earnings per diluted share of about $1.00.”

Apple will provide live streaming of its Q2 2008 financial results conference call utilizing QuickTime^®, Apple’s standards-based technology for live and on-demand audio and video streaming. The live webcast will begin at 2:00 p.m. PDT on Wednesday, April 23, 2008 at www.apple.com/quicktime/qtv/earningsq208/ and will also be available for replay.

This press release contains forward-looking statements about the Company’s estimated revenue and earnings per share. These statements involve risks and uncertainties, and actual results may differ. Risks and uncertainties include potential litigation from the matters investigated by the special committee of the board of directors and the restatement of the Company’s consolidated financial statements; unfavorable results of other legal proceedings; 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; war, terrorism, public health issues, and other circumstances that could disrupt supply, delivery, or demand of products; continued competitive pressures in the marketplace; the Company’s reliance on sole service providers for iPhone in certain countries; the continued availability on acceptable terms of certain components and services essential to the Company’s business currently obtained by the Company from sole or limited sources; 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 transitions, changes in product pricing or mix, and/or increases in component costs could have on the Company’s gross margin; the effect that product quality problems could have on the Company’s sales and operating profits; the inventory risk associated with the Company’s need to order or commit to order product components in advance of customer orders; 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; the Company’s dependency on the performance of distributors and other resellers of the Company’s products; the Company’s reliance on the availability of third-party digital content; and the potential impact of a finding that the Company has infringed on the intellectual property rights of others. More information on potential factors that could affect the Company’s financial results is included from time to time in the Company’s public reports filed with the SEC, including the Company’s Form 10-K for the fiscal year ended September 29, 2007, its Form 10-Q for the quarter ended December 29, 2007, and its Form 10-Q for the quarter ended March 29, 2008 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 ignited the personal computer revolution in the 1970s with the Apple II and reinvented the personal computer in the 1980s with the Macintosh. Today, Apple continues to lead the industry in innovation with its award-winning computers, OS X operating system and iLife and professional applications. Apple is also spearheading the digital media revolution with its iPod portable music and video players and iTunes online store, and has entered the mobile phone market with its revolutionary iPhone.

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.

^© 2008 Apple Inc. All rights reserved. Apple, the Apple logo, Mac, Mac OS, Macintosh, iPhone and QuickTime are trademarks of Apple. Other company and product names may be trademarks of their respective owners.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except share and per share amounts)

	Three Months Ended				Six Months Ended
	March 29, 2008		March 31, 2007		March 29, 2008		March 31, 2007
Net sales	$	7,512	$	5,264	$	17,120	$	12,379
Cost of sales (1)		5,038		3,415		11,314		8,310
Gross margin		2,474		1,849		5,806		4,069
Operating expenses:
Research and development (1)		273		183		519		367
Selling, general, and administrative (1)		886		680		1,846		1,394
Total operating expenses		1,159		863		2,365		1,761
Operating income		1,315		986		3,441		2,308
Other income and expense		162		148		362		274
Income before provision for income taxes		1,477		1,134		3,803		2,582
Provision for income taxes		432		364		1,177		808
Net income	$	1,045	$	770	$	2,626	$	1,774
Earnings per common share:
Basic	$	1.19	$	0.89	$	2.99	$	2.06
Diluted	$	1.16	$	0.87	$	2.92	$	2.00
Shares used in computing earnings per share (in thousands):
Basic		879,546		863,003		877,704		860,347
Diluted		899,329		886,653		899,783		884,896
(1) Includes stock-based compensation expense as follows:
Cost of sales	$	20	$	9	$	38	$	15
Research and development	$	47	$	20	$	86	$	36
Selling, general, and administrative	$	65	$	34	$	118	$	58

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share amounts)

	March 29,    2008		September 29, 2007
ASSETS:
Current assets:
Cash and cash equivalents	$	9,070	$	9,352
Short-term investments		10,378		6,034
Accounts receivable, less allowances of $44 and $47, respectively		1,593		1,637
Inventories		364		346
Deferred tax assets		1,060		782
Other current assets		4,271		3,805
Total current assets		26,736		21,956
Property, plant and equipment, net		1,962		1,832
Goodwill		38		38
Acquired intangible assets, net		300		299
Other assets		1,435		1,222
Total assets	$	30,471	$	25,347
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	4,154	$	4,970
Accrued expenses		5,480		4,310
Total current liabilities		9,634		9,280
Non-current liabilities		2,784		1,535
Total liabilities		12,418		10,815
Commitments and contingencies
Shareholders’ equity:
Common stock, no par value; 1,800,000,000 shares authorized; 881,431,003 and 872,328,972 shares issued and outstanding, respectively		6,342		5,368
Retained earnings		11,642		9,101
Accumulated other comprehensive income		69		63
Total shareholders’ equity		18,053		14,532
Total liabilities and shareholders’ equity	$	30,471	$	25,347

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

	Six Months Ended
	March 29, 2008			March 31, 2007
Cash and cash equivalents, beginning of the period	$	9,352		$	6,392
Operating Activities:
Net income		2,626			1,774
Adjustments to reconcile net income to cash generated by operating activities:
Depreciation, amortization, and accretion		222			143
Stock-based compensation expense		242			109
Provision for deferred income taxes		6			122
Loss on disposition of property, plant, and equipment		10			6
Changes in operating assets and liabilities:
Accounts receivable, net		44			324
Inventories		(18	)		62
Other current assets		(444	)		589
Other assets		(150	)		261
Accounts payable		(740	)		(987	)
Deferred revenue		1,585			235
Other liabilities		597			(91	)
Cash generated by operating activities		3,980			2,547
Investing Activities:
Purchases of short-term investments		(12,740	)		(6,223	)
Proceeds from maturities of short-term investments		6,683			2,961
Proceeds from sales of short-term investments		1,676			1,505
Purchases of long-term investments		(17	)		(5	)
Payment for acquisition of property, plant, and equipment		(384	)		(247	)
Payment for acquisition of intangible assets		(63	)		(216	)
Other		21			13
Cash used in investing activities		(4,824	)		(2,212	)
Financing Activities:
Proceeds from issuance of common stock		233			176
Excess tax benefits from stock-based compensation		445			192
Cash used to net share settle equity awards		(116	)		—
Cash generated by financing activities		562			368
(Decrease) increase in cash and cash equivalents		(282	)		703
Cash and cash equivalents, end of the period	$	9,070		$	7,095
Supplemental cash flow disclosure:
Cash paid for income taxes, net	$	753		$	501

UNAUDITED CONSOLIDATED SCHEDULE OF DEFERRED REVENUE

(In millions)

	March 29,     2008		December 29,  2007			September 29,  2007
Deferred revenue-current:
iPhone and Apple TV	$	1,170	$	816		$	346
AppleCare		504		467			430
Other		742		776	*		615	*
Total deferred revenue-current		2,416		2,059			1,391
Deferred revenue-non-current:
iPhone and Apple TV		763		624			290
AppleCare		559		529			495
Other		87		76	*		64	*
Total deferred revenue-non-current		1,409		1,229			849
Total deferred revenue	$	3,825	$	3,288		$	2,240

* Certain prior period amounts have been reclassified to conform to the current period presentation.

EX-99.2

Exhibit 99.2

Apple Inc.

Q2 2008 Unaudited Summary Data

	Q1 2008			Q2 2007			Q2 2008
	CPU Units K	Rev $M		CPU Units K	Rev $M		CPU Units K	Rev $M		Sequential Change				Year/Year Change
										CPU Units		Revenue		CPU Units		Revenue
Operating Segments
Americas	841	$	4,298	605	$	2,467	884	$	3,268	5	%	- 24	%	46	%	32	%
Europe	705		2,471	433		1,249	627		1,780	- 11	%	- 28	%	45	%	43	%
Japan	91		400	79		284	118		424	30	%	6	%	49	%	49	%
Retail	504		1,701	275		834	458		1,451	- 9	%	- 15	%	67	%	74	%
Other Segments (1)	178		738	125		430	202		589	13	%	- 20	%	62	%	37	%
Total Operating Segments	2,319	$	9,608	1,517	$	5,264	2,289	$	7,512	- 1	%	- 22	%	51	%	43	%
										Sequential Change				Year/Year Change
	Units K	Rev $M		Units K	Rev $M		Units K	Rev $M		Units		Revenue		Units		Revenue
Product Summary
Desktops (2)	977	$	1,515	626	$	914	856	$	1,352	- 12	%	- 11	%	37	%	48	%
Portables (3)	1,342		2,037	891		1,354	1,433		2,142	7	%	5	%	61	%	58	%
Subtotal CPUs	2,319		3,552	1,517		2,268	2,289		3,494	- 1	%	- 2	%	51	%	54	%
iPod	22,121		3,997	10,549		1,689	10,644		1,818	- 52	%	- 55	%	1	%	8	%
Other Music Related Products and Services (4)			808			653			881			9	%			35	%
iPhone and Related Products & Services (5)	2,315		241	—		—	1,703		378	- 26	%	57	%	N/	M	N/	M
Peripherals and Other Hardware			382			309			412			8	%			33	%
Software, Service and Other Sales			628			345			529			- 16	%			53	%
Total Apple		$	9,608		$	5,264		$	7,512			- 22	%			43	%

(1) Other Segments include Asia Pacific and FileMaker.

(2) Includes iMac, Mac mini, Mac Pro, PowerMac and Xserve product lines.

(3) Includes MacBook, iBook, MacBook Air, MacBook Pro and PowerBook product lines.

(4) Consists of iTunes Store sales, iPod services, and Apple-branded and third-party iPod accessories.

(5) Units consist of iPhone handset sales; Revenue is derived from handset sales, carrier agreements, and Apple-branded and third-party iPhone accessories.

N/M: Not Meaningful