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Steve Jobs was aware of backdating scandal, but cleared of wrongdoing

Apple today filed its Form 10-Q for the quarter ended July 1, 2006 and its Form 10-K for the fiscal year ended September 30, 2006 with the Securities and Exchange Commission. Both filings had been delayed pending the conclusion of an independent investigation by the special committee of the board of directors into past stock option practices and the resulting restatement of the company's financial results.

The Financial Times yesterday reported that Steve Jobs took a $7.5 million stock options reward in 2001 without the required authorization from the company’s board of directors. According the news story, Apple had a false record of a board meeting to approve the stock options, which never actually took place.

An excerpt from the report filed to the SEC gives an explanation of the matter:

The Special Committee’s investigation identified a number of grants for which grant dates were intentionally selected in order to obtain favorable exercise prices. The terms of these and certain other grants, as discussed below, were finalized after the originally assigned grant dates. The Special Committee concluded that the procedures for granting, accounting for, and reporting stock option grants did not include sufficient safeguards to prevent manipulation. Although the investigation found that CEO Steve Jobs was aware or recommended the selection of some favorable grant dates, he did not receive or financially benefit from these grants or appreciate the accounting implications. The Special Committee also found that the investigation had raised serious concerns regarding the actions of two former officers in connection with the accounting, recording and reporting of stock option grants.

Based on an analysis of the findings of the independent investigation, the Apple has recognized total additional non-cash stock-based compensation expense of $84 million after tax, including $4 million and $7 million in fiscal years 2006 and 2005, respectively. The restatement arises solely from certain stock option grants made between 1997 and 2002; the investigation found no grants after December 31, 2002 that required accounting adjustments.

Although some believe that Steve Jobs’ future at Apple is now in question, the company said in a statement that its trust in its CEO has not changed.

"The special committee, its independent counsel and forensic accountants have performed an exhaustive investigation of Apple's stock option granting practices," in a joint statement said Al Gore, chair of the special committee, and Jerome York, chair of Apple's Audit and Finance Committee. "The board of directors is confident that the Company has corrected the problems that led to the restatement, and it has complete confidence in Steve Jobs and the senior management team." Al Gore is also a director of Apple Computer.



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RE: In Plane English Plz
By masher2 (blog) on 12/30/2006 4:28:48 PM , Rating: 2
A stock option is granting someone the option to buy stock in the future at a set price. Its essentially a no-risk transaction....if the stock goes up, you buy it and make money. If it goes down below your exercise price, you just skip buying it, and lose nothing.

Backdating a stock option is setting the price not when you grant the option, but when you make the purchase (or some other future point in time). It makes the transaction not only risk free, but guaranteed cash. You look at the current stock price, set the option price below it, and then buy. Instant money!



RE: In Plane English Plz
By thegrimreaper3 on 12/30/2006 4:40:54 PM , Rating: 2
verry good explination to those of us not living on wall street.


"We don't know how to make a $500 computer that's not a piece of junk." -- Apple CEO Steve Jobs











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