SAN JOSE, Calif. – Apple Computer Inc. (AAPL) gave the most detailed account yet of its stock-option practices Friday, clearing CEO Steve Jobs and other current executives of any misconduct. Yet it still isn't clear who was responsible — and how much Jobs was involved.
While Apple has concluded its own probe into the backdating scandal, Jobs and others aren't necessarily cleared of any civil or criminal actions. The Securities and Exchange Commission and the U.S. Attorney's Office have yet to publicly comment on whether they are investigating the matter.
Apple said Friday it has given the results of its review to the federal agencies and responded to their "informal requests" for documents and additional information.
It's a widespread practice, especially in Silicon Valley, that involves pegging stock options to favorable grant dates in the past to boost the recipients' award.
The manipulation itself isn't necessarily illegal, but securities laws require companies to properly disclose the practice in their accounting and settle any charges that may result.
In a filing Friday with the SEC, Apple said Jobs was aware of or recommended the selection of some favorable grant dates but he neither benefited financially from them nor "appreciated the accounting implications."
The company exonerated Jobs and current management but said there are "serious concerns" with the stock-options accounting actions of two former officers, whom Apple did not name.
Two outside directors — former Vice President Al Gore, who chaired the special committee that conducted the probe, and Jerome York, chair of Apple's Audit and Finance Committee — said in a joint statement they had "complete confidence" in Jobs and the senior management team.
At the same time, Apple acknowledged the backdating of thousands of option grants and restated past earnings — albeit with relatively minor adjustments — because of the probe.
Experts say the company's own clearance of misconduct doesn't provide the final word.
"The question is not merely one of whether Jobs benefited or not, but also one of whether Jobs was involved in the backdating of documents, or providing investors with misleading or incomplete disclosures," Lynn Turner, a former chief accountant for the SEC, said in an e-mail Friday. "Apple keeps trying to focus solely on the issue of whether Jobs benefited, which raises an eyebrow as to exactly what his role, as CEO of this company, was."
Apple said its three-month probe identified a number of instances in which option grant dates were intentionally selected to obtain better prices.
Its investigation reviewed 42,077 stock-option grants made on 259 dates between October 1996 and January 2003. Of those, 6,428 grants on 42 dates were not dated properly, Apple said.
Of two option grants awarded to Jobs, one was improperly dated Oct. 19, 2001, with an exercise price of $18.03, instead of the correct date of Dec. 18, when Apple shares were trading at $21.01. That stock-option grant was for 7.5 million shares.
Had Jobs exercised the options, the lower price of Oct. 19 could have boosted Jobs' award by about $22 million. Jobs later surrendered those options along with another earlier grant for 15 million shares that was correctly dated Jan. 12, 2000, the company said.
The grant that was dated Oct. 19, 2001 was improperly recorded as having been approved at a special board meeting on that day. That special meeting never occurred, the company said. "There was no evidence, however, that any current member of management was aware of this irregularity," Apple stated.
Apple has not identified the two former officers, whom Piper Jaffray analyst Gene Munster has already called "the fall people" for the company. Media reports citing unnamed people familiar with the matter, however, have pointed to former Chief Financial Officer Fred Anderson and former general counsel Nancy Heinen.
Anderson retired as Apple's CFO in 2004 yet remained a board member until resigning in October after the internal inquiry. Heinen left Apple for unknown reasons in May, before Apple initiated its stock-options probe.
Anderson's attorney, Jerome Roth, said in an e-mailed statement that the former CFO was "disappointed" to learn Apple had mishandled stock options but noted that Anderson "did not play any day to day role" in the granting or accounting of company stock options.
Anderson also was not a member of the board when Jobs received the questionable grant in 2001 and "had no knowledge of any impropriety" surrounding that grant, Roth said.
Cris Arguedas, an attorney for Heinen, did not return a call for comment.
Dozens of companies already have been forced to restate their earnings, erasing some of their earlier recorded profits, after their stock-option shenanigans came to light.
Apple said its mishandling of options will result in an additional noncash charge of $84 million. In its full-year financial report filed with the SEC, which was delayed 15 days because of the options probe, Apple said earnings for fiscal years 2006, 2005 and 2004 will be lowered by $4 million, $7 million, and $10 million, respectively.
Munster said in a note the financial impact of the restatement was immaterial because the adjustments represented less than 2 percent of the company's net income over the nine year period that was reviewed.
Apple shares rose about 4.9 percent to close at $84.84 Friday on the Nasdaq Stock Market following the announcement.