QUARTERLY REPORT ON FORM 10-Q
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
_________________________
(Mark One)
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended April 1, 2001
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________to_____________
Commission File Number: 1-12432
AMERICAN POWER CONVERSION CORPORATION
(Exact name of Registrant as specified in its charter)
MASSACHUSETTS 04-2722013
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
132 FAIRGROUNDS ROAD, WEST KINGSTON, RHODE ISLAND 02892
401-789-5735
(Address and telephone number of principal executive offices)
Indicate by check mark whether the Registrant (1) has filed all reports to be
filed by section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES [ X ] NO [ ]
Registrant's Common Stock outstanding, $.01 par value, at May 9, 2001 -
195,038,000 shares
1
FORM 10-Q
April 1, 2001
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
INDEX
Page No.
Part I - Financial Information:
Item 1. Consolidated Condensed Financial Statements:
Consolidated Condensed Balance Sheets -
April 1, 2001 (Unaudited) and December 31, 2000 3 - 4
Consolidated Condensed Statements of Income -
Three Months Ended
April 1, 2001 and April 2, 2000 (Unaudited) 5
Consolidated Condensed Statements of Cash Flows -
Three Months Ended
April 1, 2001 and April 2, 2000 (Unaudited) 6
Notes to Consolidated Condensed Financial Statements
(Unaudited) 7 - 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9 - 12
Item 3. Quantitative and Qualitative Disclosures About Market Risk 12
Part II - Other Information:
Item 6. Exhibits and Reports on Form 8-K 13
Signatures 14
Exhibit Index 15
2
FORM 10-Q
April 1, 2001
PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
ITEM 1. FINANCIAL STATEMENTS
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
ASSETS
April 1, December 31,
2001 2000
(Unaudited)
Current assets:
Cash and cash equivalents $266,914 $283,025
Short term investments 9,000 25,000
Accounts receivable, less allowance for doubtful
accounts of $21,048 in 2001 and $20,085 in 2000 318,331 298,041
Inventories:
Raw materials 149,677 120,685
Work-in-process and finished goods 181,175 168,347
Total inventories 330,852 289,032
Prepaid expenses and other current assets 26,743 23,488
Deferred income taxes 41,290 42,024
Total current assets 993,130 960,610
Property, plant, and equipment:
Land, buildings, and improvements 70,866 72,136
Machinery and equipment 183,737 178,558
Office equipment, furniture, and fixtures 70,794 68,765
Purchased software 27,210 25,633
352,607 345,092
Less accumulated depreciation and amortization 141,732 133,335
Net property, plant, and equipment 210,875 211,757
Goodwill and other intangibles 120,454 122,716
Other assets 21,652 22,022
Total assets $1,346,111 $1,317,105
See accompanying notes to consolidated condensed financial statements.
3
FORM 10-Q
April 1, 2001
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
(In thousands)
LIABILITIES AND SHAREHOLDERS' EQUITY
April 1, December 31,
2001 2000
(Unaudited)
Current liabilities:
Accounts payable $99,104 $105,031
Accrued expenses 37,872 37,346
Accrued compensation 20,033 21,708
Accrued sales and marketing programs 21,212 15,210
Deferred revenue 13,046 11,847
Income taxes payable 15,310 14,377
Total current liabilities 206,577 206,119
Deferred tax liability 13,703 13,805
Total liabilities 220,280 219,924
Shareholders' equity:
Common stock, $.01 par value;
authorized 450,000 shares; issued 195,158
shares in 2001 and 195,071 shares in 2000 1,952 1,951
Additional paid-in capital 116,695 115,381
Retained earnings 1,013,370 986,176
Treasury stock, 250 shares, at cost (1,551) (1,551)
Accumulated other comprehensive loss (4,635) (4,776)
Total shareholders' equity 1,125,831 1,097,181
Total liabilities and shareholders' equity $1,346,111 $1,317,105
See accompanying notes to consolidated condensed financial statements.
4
FORM 10-Q
April 1, 2001
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(In thousands, except earnings per share)
Three months ended
April 1, April 2,
2001 2000
(Unaudited)
Net sales $359,688 $311,196
Cost of goods sold 234,699 169,241
Gross profit 124,989 141,955
Operating expenses:
Marketing, selling, general and administrative 79,245 72,473
Research and development 13,132 9,305
Total operating expenses 92,377 81,778
Operating income 32,612 60,177
Other income, net 5,422 6,170
Earnings before income taxes 38,034 66,347
Income taxes 10,840 19,241
Net income $27,194 $47,106
Basic earnings per share $.14 $.24
Basic weighted average shares outstanding 195,132 193,450
Diluted earnings per share $.14 $.24
Diluted weighted average shares outstanding 196,700 199,530
See accompanying notes to consolidated condensed financial statements.
5
FORM 10-Q
April 1, 2001
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
Three months ended
April 1, April 2,
2001 2000
(Unaudited)
Cash flows from operating activities:
Net income $27,194 $47,106
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of
property, plant, and equipment 9,876 7,134
Gain on sale of property, plant, and equipment (1,337) -
Deferred income taxes 632 4,035
Other non-cash items, net 4,644 846
Changes in operating assets and liabilities:
Accounts receivable (21,906) 8,913
Inventories (41,820) (16,626)
Prepaid expenses and other current assets (3,255) (2,029)
Other assets (255) (586)
Accounts payable (5,927) 12,835
Accrued expenses 5,452 (8,569)
Income taxes payable 933 (7,062)
Net cash (used in) provided by operating activities (25,769) 45,997
Cash flows from investing activities:
Purchases of held-to-maturity debt securities (9,000) (75,000)
Maturities of held-to-maturity debt securities 25,000 -
Capital expenditures (10,401) (11,318)
Proceeds from sale of property, plant, and
equipment 2,744 -
Net cash provided by (used in) investing activities 8,343 (86,318)
Cash flows from financing activities:
Proceeds from issuances of common stock 1,315 7,303
Net cash provided by financing activities 1,315 7,303
Net change in cash and cash equivalents (16,111) (33,108)
Cash and cash equivalents at beginning of period 283,025 456,325
Cash and cash equivalents at end of period $266,914 $423,307
Supplemental cash flow disclosures
Cash paid during the period for:
Income taxes (net of refunds) $8,509 $21,855
See accompanying notes to consolidated condensed financial statements.
6
FORM 10-Q
April 1, 2001
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Management Representation
The accompanying unaudited consolidated condensed financial statements should be
read in conjunction with the consolidated financial statements included in
American Power Conversion Corporation's Annual Report on Form 10-K for the year
ended December 31, 2000. In the opinion of management, the accompanying
unaudited consolidated condensed financial statements contain all adjustments
(consisting of only normal recurring accruals) necessary to present fairly the
consolidated financial position and the consolidated results of operations and
cash flows for the interim periods. The results of operations for the interim
periods are not necessarily indicative of results to be expected for the full
year.
2. Principles of Consolidation
The consolidated financial statements include the financial statements of
American Power Conversion Corporation, APC, and its wholly-owned subsidiaries.
All significant intercompany accounts and transactions are eliminated in
consolidation.
3. Earnings Per Share
Basic earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding during the period. Diluted earnings
per share is computed by dividing net income by the weighted average number of
common shares and dilutive potential common shares outstanding during the
period. Under the treasury stock method, the unexercised options are assumed to
be exercised at the beginning of the period or at issuance, if later. The
assumed proceeds are then used to purchase common shares at the average market
price during the period. Potential common shares for which inclusion would have
the effect of increasing diluted earnings per share (i.e., antidilutive) are
excluded from the computation.
In thousands Three months ended
April 1, April 2,
2001 2000
Basic weighted average shares outstanding 195,132 193,450
Net effect of dilutive potential common shares
outstanding based on the treasury stock
method using the average market price 1,568 6,080
Diluted weighted average shares outstanding 196,700 199,530
Antidilutive potential common shares excluded
from the computation above 9,797 -
7
4. Shareholders' Equity
Changes in paid-in capital for the periods presented represent the issuances
of common stock resulting from the exercise of employee stock options.
5. Comprehensive Income
The components of comprehensive income, net of tax, are as follows:
In thousands Three months ended
April 1, April 2,
2001 2000
Net income $27,194 $47,106
Other comprehensive income (loss), net of tax:
Change in foreign currency translation adjustment 141 (790)
Comprehensive income $27,335 $46,316
6. Short Term Investments
At April 1, 2001, short term investments consisted of investment grade corporate
bonds with maturities greater than three months and less than or equal to one
year at the date of acquisition. Such securities were classified as held-to-
maturity and carried at amortized cost. Management determines the appropriate
classification of debt securities at the time of purchase and re-evaluates such
designation as of each balance sheet date. Debt securities are classified as
held-to-maturity when APC has the positive intent and ability to hold such
securities to maturity.
7. Operating Segment Information
Basis for presentation
APC operates primarily within one industry consisting of three reportable
operating segments by which it manages its business and from which various
offerings are commonly combined to develop a total solution for the customer.
These efforts primarily incorporate the design, manufacture, and marketing of
power protection equipment and related software and accessories for computer,
communications, and related equipment. APC's three segments are: Small
Systems, Large Systems, and Other. Each of these segments address global
markets. The Small Systems segment develops power solutions for servers and
networking equipment commonly used in local area and wide area networks and for
personal computers and sensitive electronics; the Large Systems segment produces
large system solutions that provide power and availability solutions for data
centers, facilities, and communications equipment; and the Other segment
provides Web-based informational, product, and selling services as well as
replacement batteries for APC's UPS products and notebook computers.
APC measures the profitability of its segments based on direct contribution
margin. Direct contribution margin includes R&D, marketing, and administrative
expenses directly attributable to the segments and excludes certain expenses
which are managed outside the reportable segments. Costs excluded from segment
profit are indirect operating expenses, primarily consisting of selling and
corporate expenses, and income taxes. Expenditures for additions to long-lived
assets are not tracked or reported by the operating segments, although
depreciation expense is allocated to and reported by the operating segments.
8
Summary operating segment information is as follows:
In thousands Three months ended
April 1, April 2,
2001 2000
Segment net sales
Small Systems $286,284 $281,889
Large Systems 64,777 27,524
Other 7,513 -
Total segment net sales 358,574 309,413
Shipping and handling revenues 1,114 1,783
Total net sales $359,688 $311,196
Segment profits
Small Systems $111,453 $128,821
Large Systems (3,255) 5,692
Other 4,573 -
Total segment profits 112,771 134,513
Shipping and handling net costs 7,399 5,797
Indirect operating expenses 72,760 68,539
Other income, net 5,422 6,170
Earnings before income taxes $38,034 $66,347
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Revenues
Net sales were $359.7 million for the first quarter of 2001, an increase of
15.6% compared to $311.2 million for the same period in 2000. First quarter
2001 net sales included approximately $26.7 million from the acquisitions of
Airflow Company, Advance Power, and ABL Electronics. Excluding the contribution
from all three acquisitions, revenues in the first quarter of 2001 were
approximately $333.0 million, up 7.0% year-over-year.
APC's large systems business, which consists of solutions for data centers,
facilities and communications applications, continued to post strong growth.
Revenues in this segment were up 135.3% to $64.8 million and represented 18.0%
of first quarter 2001 sales. Excluding the contribution from acquired
businesses, revenues in the large systems segment in the first quarter of 2001
were up 46.9% to $40.4 million. APC's small systems segment, consisting
primarily of products for PC and networking applications, grew 1.6% versus last
year's first quarter. Revenues of the remaining business segment, which was new
in mid-2000 and consists primarily of replacement batteries and web based
services, were $7.5 million of first quarter 2001 total net sales.
On a geographic basis, the Americas (North and Latin America) represented 62.3%
of first quarter 2001 revenues and were up 27.0% year-over-year. Europe, the
Middle East and Africa (EMEA) represented 20.9% of revenues and was down 9.1%
from the first quarter of 2000. Finally, Asia was 16.8% of first quarter
revenues, growing 16.0% year-over-year. On a constant currency basis, EMEA was
down 4.9% and Asia grew 22.8% versus the first quarter of 2000.
9
Cost of Goods Sold
Cost of goods sold was $234.7 million or 65.3% of net sales in the first quarter
of 2001 compared to $169.2 million or 54.4% in the first quarter of 2000. First
quarter 2001 gross margin was 34.7% of sales, approximately 10.9 percentage
points lower than the comparable period in 2000. The year over year gross
margin erosion resulted from several factors, principally the rapid growth of
our lower gross margin large systems segment, the impact of foreign currency
exchange rate erosion on international sales and margins, particularly in Asia,
and the cumulative impact of pricing actions occurring subsequent to the first
quarter of 2000, combined with the impact of small systems material cost savings
recognized in the form of favorable purchase price variances taken during last
year's first quarter. The year over year gross margin erosion for the large
systems segment resulted from cost inefficiencies resulting from continued
global capacity expansion. Total inventory reserves at April 1, 2001 were $21.0
million compared to $20.5 million at December 31, 2000. APC's reserve estimate
methodology involves quantifying the total inventory position having potential
loss exposure, reduced by an amount reasonably forecasted to be sold, and
adjusting its interim reserve provisioning to cover the net loss exposure.
Operating Expenses
Operating expenses include marketing, selling, general and administrative
(SG&A), and R&D expenses.
SG&A expenses were $79.2 million or 22.0% of net sales for the first quarter of
2001 compared to $72.5 million or 23.3% of net sales for the first quarter of
2000. The increase in total spending over last year was due primarily to costs
associated with increased staffing and operating expenses of selling and
administrative functions. The allowance for doubtful accounts at April 1, 2001
was 6.2% of accounts receivable, compared to 6.3% at December 31, 2000. APC
continues to experience strong collection performance. Accounts receivable
balances outstanding over 60 days represented 18.7% of total receivables at
April 1, 2001, up from 13.4% at December 31, 2000. This increase reflects in
part a growing portion of APC's business originating in areas where longer
payment terms are customary, including a growing contribution from international
markets, as well as the product mix shift towards large systems business, which
typically carries longer sales cycles and collection cycles. Write-offs of
uncollectible accounts have historically represented less than 1% of total net
sales. A majority of international customer balances are covered by receivables
insurance.
R&D expenses were $13.1 million or 3.7% of net sales and $9.3 million or 3.0% of
net sales for the first quarters of 2001 and 2000, respectively. Large systems
segment R&D spending accounted for approximately 70% of total R&D spending. The
increase in total R&D spending primarily reflects increased numbers of software
and hardware engineers and costs associated with new product development and
engineering support.
Other Income, Net and Income Taxes
Other income is comprised principally of interest income combined with a $1.3
million gain in the first quarter of 2001 on the sale of a building in
Billerica, Massachusetts. Interest income was lower during the first quarter of
2001 compared to the first quarter of 2000 due to lower average cash balances
available for investment during the first quarter of 2001.
Our effective income tax rates were approximately 28.5% and 29.0% for the
quarters ended April 1, 2001 and April 2, 2000, respectively. The decrease in
the effective tax rate from last year is due to the expected tax savings from an
increasing portion of taxable earnings being generated from APC's operations in
jurisdictions currently having a lower income tax rate than the present U.S.
statutory income tax rate.
LIQUIDITY AND CAPITAL RESOURCES
Working capital at April 1, 2001 was $786.6 million compared to $754.5 million
at December 31, 2000. APC has been able to increase its working capital
position as the result of strong operating results and despite internally
financing the working and long term capital investments required to expand its
operations. Our cash, cash equivalents, and short term investments position
decreased to $275.9 million at April 1, 2001 from $308.0 million at December 31,
2000.
10
Worldwide inventories were $330.9 million at April 1, 2001 compared to $289.0
million at December 31, 2000. Like many other vendors participating in the
communications and Internet infrastructure build-out, APC has been impacted by
the rapid decline in forecasted demands during the fourth quarter of 2000 and
the first quarter of 2001. Additionally, despite our growth rate in the large
systems space, APC experienced first quarter shipment cancellations and
rescheduled sales orders from customers in the telecommunications and service
provider industry, while our global capacity expansion and rebalancing in our
large systems business drove the need for additional safety stock. Inventory
levels as a percentage of quarterly sales were 92.0% in the first quarter of
2001, up from 71.0% in the fourth quarter of 2000. This increase was due to the
first quarter 2001 inventory build combined with the typical seasonal decline in
net sales from the fourth quarter to the first quarter of each year.
At April 1, 2001, we had $65.0 million available for future borrowings under an
unsecured line of credit agreement at a floating interest rate equal to the
bank's cost of funds rate plus .625% and an additional $7.0 million under an
unsecured line of credit agreement with a second bank at a similar interest
rate. No borrowings were outstanding under these facilities at April 1, 2001.
APC had no significant financial commitments, other than those required in the
normal course of business, at April 1, 2001.
During the first quarter of 2001, our capital expenditures, net of capital
grants, consisted primarily of manufacturing and office equipment, buildings and
improvements, and purchased software applications. The nature and level of
capital spending was made to improve manufacturing capabilities, principally in
the Far East and Europe, and to support the increased marketing, selling, and
administrative efforts necessitated by our growth. First quarter 2001 capital
spending included large systems segment global capacity expansion into lower
cost locations more approximate to local end-user customers and markets, as well
as development of infrastructure to support emerging growth in the large systems
space. Substantially all of APC's net capital expenditures were financed from
available operating cash. We had no material capital commitments at April 1,
2001.
APC has agreements with the Industrial Development Authority of Ireland,
otherwise known as the IDA. Under these agreements, we receive grant monies for
costs incurred for machinery, equipment, and building improvements for our
Galway and Castlebar facilities. These grants are equal to 40% and 60%,
respectively, of such costs up to a maximum of $13.1 million for Galway and $1.3
million for Castlebar. Such grant monies are subject to APC meeting certain
employment goals and maintaining operations in Ireland until termination of the
respective agreements.
We believe that current internal cash flows together with available cash,
available credit facilities or, if needed, the proceeds from the sale of
additional equity, will be sufficient to support anticipated capital spending
and other working capital requirements for the foreseeable future.
Foreign Currency Activity
We invoice our customers in various currencies. Realized and unrealized
transaction gains or losses are included in the results of operations and are
measured based upon the effect of changes in exchange rates on the actual or
expected amount of functional currency cash flows.
At April 1, 2001, APC's unhedged foreign currency accounts receivable, by
currency, were as follows:
In thousands Foreign Currency US Dollars
European Euros 29,263 $25,948
British Pounds 17,097 24,565
Japanese Yen 2,629,966 21,500
Swiss Francs 16,098 9,327
German Marks 11,179 5,068
French Francs 33,360 4,509
11
APC also had non-trade receivables denominated in Irish Pounds of approximately
US$3.3 million, liabilities denominated in various European currencies of
approximately US$52.4 million, and liabilities denominated in Japanese Yen of
approximately US$7.7 million.
We continually review our foreign exchange exposure and consider various risk
management techniques, including the netting of foreign currency receipts and
disbursements, rate protection agreements with customers/vendors and derivatives
arrangements, including foreign exchange contracts. We presently do not utilize
rate protection agreements or derivative arrangements.
Recently Issued Accounting Standard
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, Accounting for Derivative
Instruments and Hedging Activities, which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives), and for
hedging activities. This Statement became effective for APC on January 1, 2000.
The adoption of this Statement did not have any impact on APC's consolidated
financial position or results of operations as we presently do not utilize any
derivative instruments.
Factors That May Affect Future Results
This document contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those
anticipated in these forward looking statements as a result of certain factors,
including the risks faced by us described below and elsewhere in this document.
The factors that could cause actual results to differ materially include the
following: our ability to successfully integrate and operate acquired
businesses; the timely development and acceptance of new products; ramp up,
expansion and rationalization of global manufacturing capacity; our ability to
effectively align operating expenses and production capacity with the current
demand environment; impact on order management and fulfillment, financial
reporting and supply chain management processes as a result of our
implementation of Oracle 11i commenced in the first quarter of 2001; general
worldwide economic conditions, and, in particular, the possibility that the PC
and related markets decline more dramatically than currently anticipated; growth
rates in the power protection industry and related industries, including but not
limited to the PC, server, networking, telecommunications, and enterprise
hardware industries; competitive factors and pricing pressures; product mix
changes and the potential negative impact on gross margins from such changes;
changes in the seasonality of demand patterns; inventory risks due to shifts in
market demand; component constraints and shortages; risk of nonpayment of
accounts receivable; the uncertainty of the litigation process including risk of
an unexpected, unfavorable result of current or future litigation; risk of
disruption to Asian manufacturing operations due to political instability; and
the risks described from time to time in our filings with the Securities and
Exchange Commission. APC cautions readers not to place undue reliance on any
such forward-looking statements, which speak only as of the date they are made.
APC disclaims any obligation to publicly update or revise any such statements to
reflect any change in APC's expectations or in events, conditions, or
circumstances on which any such statements may be based, or that may affect the
likelihood that actual results will differ from those set forth in the forward-
looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
APC, in the normal course of business, is exposed to market risks relating to
fluctuations in foreign currency exchange rates. The information required under
this section related to such risks is included in the Foreign Currency Activity
section of Management's Discussion and Analysis of Financial Condition and
Results of Operations in Item 2 of this Report and is incorporated herein by
reference.
12
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) Exhibits
Exhibit No. 3.01 Articles of Organization of the Company, as amended,
previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended
June 27, 1999 and incorporated herein by reference
(File No. 1-12432)
Exhibit No. 3.02 By-Laws of the Company, as amended and restated, previously
filed as an exhibit to the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1998 and
incorporated herein by reference (File No. 1-12432)
Exhibit No. 10 Form of Change-in Control Severance Agreement dated as of
February 7, 2001 entered into by the Company with
Edward W. Machala, previously filed as Exhibit 10.25
to the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended October 1, 2000 and incorporated herein
by reference (File No. 1-12432) (X)
(X) Indicates a management contract or any compensatory plan, contract
or arrangement.
(B) Reports on Form 8-K
No reports on Form 8-K were filed by American Power Conversion Corporation
during the quarter ended April 1, 2001.
13
FORM 10-Q
April 1, 2001
SIGNATURES
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 thereunto duly authorized.
AMERICAN POWER CONVERSION CORPORATION
Date: May 16, 2001
/s/ Donald M. Muir
Donald M. Muir
Chief Financial Officer
(Principal Accounting And Financial Officer)
14
FORM 10-Q
April 1, 2001
AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX
Exhibit Description Page No
Number
3.01 Articles of Organization of the Company, as amended,
previously filed as an exhibit to the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended June 27,
1999 and incorporated herein by reference (File No. 1-
12432)
3.02 By-Laws of the Company, as amended and restated, previously
filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1998 and
incorporated herein by reference (File No. 1-12432)
10 Form of Change-in Control Severance Agreement dated as of
February 7, 2001 entered into by the Company with Edward W.
Machala, previously filed as Exhibit 10.25 to the Company's
Quarterly Report on Form 10-Q for the fiscal quarter ended
October 1, 2000 and incorporated herein by reference (File
No. 1-12432) (X)
(X) Indicates a management contract or any compensatory plan, contract or
arrangement.
15