AMERICAN POWER CONVERSION CORPORATION - 10-Q Quarterly Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________

FORM 10-Q

(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 29, 2003
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 required
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 [ ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
YES [ X ] NO [ ]

Registrant's Common Stock outstanding, $0.01 par value, at August 7, 2003 -
197,263,000 shares

1

FORM 10-Q
June 29, 2003

AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES

INDEX

Page No.

Part I - Financial Information:

Item 1. Consolidated Condensed Financial Statements:
Consolidated Condensed Balance Sheets -
June 29, 2003 and December 31, 2002 (Unaudited) 3 - 4

Consolidated Condensed Statements of Income -
Three Months and Six Months Ended
June 29, 2003 and June 30, 2002 (Unaudited) 5

Consolidated Condensed Statements of Cash Flows -
Three Months and Six Months Ended
June 29, 2003 and June 30, 2002 (Unaudited) 6

Notes to Consolidated Condensed Financial
Statements (Unaudited) 7 - 14

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 14 - 23

Item 3. Quantitative and Qualitative Disclosures
About Market Risk 23

Item 4. Controls and Procedures 24

Part II - Other Information:

Item 1. Legal Proceedings 24

Item 4. Submission of Matters to a Vote of
Security Holders 25

Item 6. Exhibits and Reports on Form 8-K 25

Signatures 26

Exhibit Index 29

2

FORM 10-Q
June 29, 2003

PART I - CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

ITEM 1. FINANCIAL STATEMENTS

AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
In thousands except per share amount
(Unaudited)

ASSETS

June 29, December 31,
2003 2002

Current assets:
Cash and cash equivalents $195,786 $209,322
Short term investments (Note 5) 452,428 430,986
Accounts receivable, less allowance
for doubtful accounts of
$18,467 in 2003 and $17,855 in 2002 222,059 237,079
Inventories:
Raw materials 196,861 175,079
Work-in-process and finished goods 189,197 144,892
Total inventories 386,058 319,971

Prepaid expenses and
other current assets 23,536 24,545
Assets held-for-sale (Notes 4 and 7) -- 3,033
Deferred income taxes 48,914 51,606

Total current assets 1,328,781 1,276,542

Property, plant and equipment:
Land, buildings and improvements 69,492 64,190
Machinery and equipment 202,791 195,076
Office equipment, furniture
and fixtures 80,111 78,388
Purchased software 33,919 32,513
386,313 370,167
Less accumulated depreciation
and amortization 216,912 195,239
Net property, plant and equipment 169,401 174,928

Long term investments (Note 5) 65,851 56,293
Goodwill (Note 6) 6,679 6,679
Other intangibles, net (Note 6) 56,170 61,257
Deferred income taxes 25,195 26,354
Other assets 2,305 2,527

Total assets $1,654,382 $1,604,580

See accompanying notes to consolidated condensed financial statements.

3

FORM 10-Q
June 29, 2003

AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (CONTINUED)
In thousands except per share amount
(Unaudited)

LIABILITIES AND SHAREHOLDERS' EQUITY

June 29, December 31,
2003 2002

Current liabilities:
Accounts payable $99,836 $99,983
Accrued compensation 33,160 33,029
Accrued warranty (Note 8) 17,577 27,183
Accrued sales and marketing programs 25,521 22,405
Other accrued expenses 22,209 30,301
Deferred revenue 21,287 19,135
Income taxes payable 31,422 45,404

Total current liabilities 251,012 277,440

Deferred tax liability 15,994 15,088

Total liabilities 267,006 292,528

Shareholders' equity
(Notes 9, 10, 11 and 12):
Common stock, $0.01 par value;
authorized 450,000 shares;
issued 197,464 shares in 2003
and 196,496 shares in 2002 1,975 1,965
Additional paid-in capital 142,911 131,827
Retained earnings 1,244,651 1,181,563
Treasury stock, 250 shares, at cost (1,551) (1,551)
Accumulated other comprehensive loss (610) (1,752)

Total shareholders' equity 1,387,376 1,312,052

Total liabilities and
shareholders' equity $1,654,382 $1,604,580

See accompanying notes to consolidated condensed financial statements.

4

FORM 10-Q
June 29, 2003

AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
In thousands except earnings per share
(Unaudited)

Six months ended Three months ended
June 29, June 30, June 29, June 30,
2003 2002 2003 2002

Net sales (Note 13) $640,471 $604,912 $331,496 $308,200

Cost of goods sold 378,545 384,918 195,484 190,507

Gross profit 261,926 219,994 136,012 117,693

Operating expenses:
Marketing, selling, general 148,924 130,243 76,544 64,091
& administrative
Research & development 30,807 29,459 16,287 14,658
Total operating expenses 179,731 159,702 92,831 78,749

Operating income 82,195 60,292 43,181 38,944

Other income, net 5,185 4,346 2,677 2,515

Earnings before income taxes
and cumulative effect
of accounting change 87,380 64,638 45,858 41,459

Income taxes 24,292 18,422 12,749 11,816

Earnings before cumulative
effect of accounting change 63,088 46,216 33,109 29,643

Cumulative effect of
accounting change, net of
income taxes of $15,459
(Note 3) -- 34,500 -- --

Net income $63,088 $11,716 $33,109 $29,643

Basic earnings per share:
Basic earnings per share
before cumulative effect
of accounting change $0.32 $0.23 $0.17 $0.15
Cumulative effect of
accounting change,
net of tax -- 0.17 -- --
Basic earnings per share $0.32 $0.06 $0.17 $0.15
Basic weighted average
shares outstanding 196,559 195,872 196,717 195,918

Diluted earnings per share:
Diluted earnings per share
before cumulative effect $0.32 $0.23 $0.17 $0.15
of accounting change
Cumulative effect of
accounting change,
net of tax -- 0.17 -- --
Diluted earnings per share $0.32 $0.06 $0.17 $0.15
Diluted weighted average
shares outstanding 199,881 197,144 199,993 196,917

See accompanying notes to consolidated condensed financial statements.

5

FORM 10-Q
June 29, 2003

AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
In thousands
(Unaudited)

Six months ended Three months ended
June 29, June 30, June 29, June 30,
2003 2002 2003 2002

Cash flows from
operating activities
Net income $63,088 $11,716 $33,109 $29,643
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation and amortization
of property, plant and
equipment 17,595 20,138 8,600 9,174
Amortization of other
intangibles 5,953 5,902 2,988 2,951
Provision for
doubtful accounts 1,164 2,388 542 409
Provision for inventories 1,900 7,000 900 2,918
Deferred income taxes 4,757 (15,023) 1,310 (631)
Cumulative effect of
accounting change -- 49,959 -- --
Restructuring charges -- 3,877 -- --
Other non-cash items, net 1,142 1,740 (304) 1,848
Changes in operating
assets and liabilities:
Accounts receivable 13,856 36,692 13,945 10,468
Inventories (67,987) 42,598 (34,965) 30,621
Prepaid expenses and
other current assets 1,009 (7,875) 3,557 (4,271)
Other assets (644) 270 (774) 371
Accounts payable (147) (4,463) 4,226 (8,559)
Accrued expenses (12,299) 9,534 (2,732) 7,100
Income taxes payable (13,982) 5,218 (4,356) 325
Net cash provided by
operating activities 15,405 169,671 26,046 82,367

Cash flows from
investing activities
Purchases of held-to-
maturity securities (1,397,939) (310,607) (711,837) (181,451)
Maturities of held-to-
maturity securities 1,367,391 119,345 641,059 93,950
Purchases of available-
for-sale securities (452) (25,429) (219) (15,201)
Maturities of available-
for-sale securities -- 5,000 -- 5,000
Capital expenditures (9,035) (8,448) (5,566) (4,200)
Net cash used in
investing activities (40,035) (220,139) (76,563) (101,902)

Cash flows from
financing activities
Proceeds from issuances
of common stock 11,094 2,667 8,588 1,391
Net cash provided by
financing activities 11,094 2,667 8,588 1,391

Net change in cash and
cash equivalents (13,536) (47,801) (41,929) (18,144)
Cash and cash equivalents
at beginning of period 209,322 288,210 237,715 258,553
Cash and cash equivalents
at end of period $195,786 $240,409 $195,786 $240,409

Supplemental cash flow disclosures
Cash paid during the period for:
Income taxes (net of refunds) $32,042 $10,940 $15,744 $11,524

NON-CASH TRANSACTIONS: In the first quarter of 2002, APC recorded a
restructuring charge that included a non-cash component of $3,877 (Note 4).

See accompanying notes to consolidated condensed financial statements.

6

FORM 10-Q
June 29, 2003

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 the
American Power Conversion Corporation, APC, Annual Report on Form 10-K for the
year ended December 31, 2002. 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 accompanying consolidated condensed financial statements include the
financial statements of American Power Conversion Corporation and its wholly-
owned subsidiaries. All significant intercompany accounts and transactions are
eliminated in consolidation.

3. Change in Accounting Principle

On January 1, 2002, APC adopted Statement of Financial Accounting Standards No.
142, Goodwill and Other Intangible Assets. Statement 142 requires that
companies no longer amortize goodwill and other intangible assets with
indefinite lives, but instead test goodwill impairment at least annually or more
frequently if impairment indicators arise. Statement 142 also requires
completion of a two-step transitional goodwill impairment test. In connection
with completion of the first step of its transitional analysis, APC identified
two reporting units with goodwill, Large Systems and Small Systems; these
reporting units are also reportable segments. APC then determined the carrying
value of each reporting unit by assigning the assets and liabilities, including
existing goodwill and other intangible assets, to these reporting units as of
the date of adoption. Completion of the first step of APC's analysis indicated
impairment in the carrying amount of its goodwill. APC's goodwill was primarily
associated with its Large Systems segment which consists primarily of
uninterruptible power supply (UPS), DC-power systems, and precision cooling
products for data centers, facilities, and communication applications.
Conditions contributing to the goodwill impairment included the ongoing softness
in IT and communications market segments coupled with lower corporate investment
for these types of applications.

In connection with completion of the second step of its transitional analysis,
APC compared the carrying amount of reporting unit goodwill with the implied
fair value of reporting unit goodwill, both of which were measured as of the
date of adoption. The implied fair value of goodwill was determined by
allocating the fair value of the reporting unit to all of the assets (recognized
and unrecognized) and liabilities of the reporting unit in a manner similar to a
purchase price allocation, in accordance with the provisions of Statement of
Financial Accounting Standards No. 141, Business Combinations. The residual
fair value after this allocation was the implied fair value of the reporting
unit goodwill. Based on this second step, APC recorded a non-cash charge equal
to the goodwill balance associated with APC's Large Systems segment of
approximately $50 million (approximately $35 million on an after-tax basis).
This charge was recognized as the cumulative effect of a change in accounting
principle net of income taxes, included in APC's results as of January 1, 2002,
and had no effect on APC's liquidity. APC's remaining goodwill is associated
with its Small Systems segment. APC evaluates each of its reporting units with
goodwill during the fourth quarter of each fiscal year or more frequently if
impairment indicators arise.

7

4. Restructuring

In early 2002, APC announced global headcount reductions which impacted
personnel worldwide throughout a broad range of functions within the
organization, principally in the U.S., U.K., Ireland, and the Philippines. The
majority of these terminations were the result of APC's decision to consolidate
its Philippines-based manufacturing operations, resulting in the closing of
APC's manufacturing facility in the province of Laguna. Such restructuring
actions were announced during the first quarter of 2002 and substantially
completed by the end of 2002.

In the first quarter of 2002, APC recorded $7.3 million of related restructuring
costs of which $4.8 million and $2.5 million were classified in cost of goods
sold and operating expenses, respectively. These costs included the effects of
approximately 941 employee terminations, principally in the manufacturing area,
facilities closures and the related impairment of tangible assets. These costs
were not allocated to APC's operating segments, but rather were classified as
indirect operating expenses for segment reporting consistent with APC's
classification for its internal financial reporting; also refer to Note 13.

A summary of the related 2002 restructuring liabilities during the first and
second quarters of 2003 and 2002 is outlined below. APC expects all such
restructuring liabilities at June 29, 2003 to be fully paid in cash by the end
of 2005.

2002 Restructuring Plans

In thousands Restructuring Restructuring
Liabilities at Liabilities at
Beginning Total Non-cash Cash End of
of Quarter Charges Charges Payments Quarter

Second Quarter 2003
Employee terminations $25 $ -- $ -- $ -- $25
Facilities closures 617 -- -- (59) 558
$642 $ -- $ -- $(59) $583
First Quarter 2003
Employee terminations $25 $ -- $ -- $ -- $25
Facilities closures 775 -- -- (158) 617
$800 $ -- $ -- $(158) $642

Second Quarter 2002
Employee terminations $1,582 $ -- $ -- $(1,358) $224
Facilities closures 840 -- -- -- 840
$2,422 $ -- $ -- $(1,358) $1,064
First Quarter 2002
Employee terminations $ -- $2,550 $ -- $(968) $1,582
Facilities closures -- 4,717 (3,877) -- 840
$ -- $7,267 $(3,877) $(968) $2,422

8

5. Investments

APC classifies as short term its investments with original maturities greater
than three months and less than or equal to one year, and as long term its
investments with remaining maturities greater than one year and less than or
equal to two years. APC has no investments with maturity dates greater than two
years. Available-for-sale securities are recorded at fair value with net
unrealized gains and losses reported, net of income taxes, in accumulated other
comprehensive income. Held-to-maturity securities are carried at amortized
cost. Management determines the appropriate classification of securities at the
time of purchase and re-evaluates such designation as of each balance sheet
date. Securities are classified as held-to-maturity when APC has the positive
intent and ability to hold such securities to maturity. There were no sales of
investment securities in the second quarters or first six months of 2003 or
2002.

In thousands Gross Gross
Unrealized Unrealized
Amortized Holding Holding Fair
Cost Gains Losses Value

At June 29, 2003

Available-for-sale
Bond funds $31,661 $198 $(684) $31,175
Equity investments 435 -- -- 435
32,096 198 (684) 31,610
Held-to-maturity
Certificates of deposit 162,234 -- -- 162,234
Corporate bonds 221,738 104 (15) 221,827
Municipal bonds and notes 63,166 6 (1) 63,171
U.S. government agency
securities 39,531 149 (10) 39,670
486,669 259 (26) 486,902

$518,765 $457 $(710) $518,512

At December 31, 2002

Available-for-sale
Bond funds $31,233 $114 $(449) $30,898
Equity investments 398 -- -- 398
31,631 114 (449) 31,296
Held-to-maturity
Certificates of deposit 134,602 -- -- 134,602
Corporate bonds 153,501 78 -- 153,579
Municipal bonds and notes 120,845 -- (6) 120,839
U.S. government agency
securities 47,035 203 (20) 47,218
455,983 281 (26) 456,238

$487,614 $395 $(475) $487,534

9

6. Goodwill and Other Intangible Assets

At each of June 29, 2003 and December 31, 2002, goodwill of $6.7 million was
associated with the Small Systems segment. Amortized intangible assets were as
follows:

In thousands June 29, 2003 December 31, 2002
Weighted
Amortized Average Gross Gross
Intangible Amortization Carrying Accumulated Carrying Accumulated
Assets Period Amount Amortization Amount Amortization

Technology 6 years $81,508 $31,740 $80,642 $26,702
Customer lists 5 years 8,900 4,192 8,900 3,519
Tradenames 5 years 3,157 1,463 3,157 1,221
Total amortized
intangible assets 6 years $93,565 $37,395 $92,699 $31,442

Aggregate amortization expense related to APC's other intangible assets for each
of the second quarters of 2003 and 2002 was $3.0 million and $3.0 million,
respectively, and for the first six months of 2003 and 2002 was $6.0 million and
$6.0 million, respectively. Estimated aggregate amortization for each of the
next five succeeding fiscal years is $12.0 million for 2003, $11.6 million for
2004, $11.6 million for 2005, $11.6 million for 2006, and $9.4 million for 2007.
There are no expected residual values related to these intangible assets.

7. Long-lived Assets

In early 2002, APC announced its decision to consolidate its Philippines-based
manufacturing operations resulting in the closing of APC's manufacturing
facility in the province of Laguna. In the first quarter of 2002, in connection
with this action as well as the closure of manufacturing facilities in the U.S.
and U.K., APC recorded $3.9 million of asset impairment charges related to
buildings and equipment of which $3.4 million and $0.5 million were classified
in cost of goods sold and operating expenses, respectively. These impairment
charges were not allocated to APC's operating segments, but rather were
classified as indirect operating expenses for segment reporting consistent with
APC's classification for its internal financial reporting. At December 31,
2002, a building and equipment held-for-sale, with an aggregate value of $3.0
million, were stated at the lower of their fair values less estimated selling
costs or carrying amounts and depreciation was no longer being recognized. We
marketed this property with an intent to sell these assets in 2003. However,
the current real estate market has not been favorable and has not allowed us to
complete this sale. In accordance with the provisions of Statement of Financial
Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-
Lived Assets, in the second quarter of 2003 the building and equipment were
reclassified at their fair values, which aggregated $3.0M, to held-for-use
property, plant, and equipment and depreciation re-commenced.

10

8. Warranty Liability and Product Recall

In thousands Product Accruals for Product
Warranty Product Adjustments Warranty
Liability at Warranties to Accruals for Liability at
Beginning Issued During Preexisting Warranty End of
of Quarter the Quarter Warranties Payments Quarter

Second
Quarter
2003 $20,746 $5,629 $ -- $(8,798) $17,577

First
Quarter
2003 $27,183 $6,965 $ -- $(13,402) $20,746

Second
Quarter
2002 $7,691 $4,529 $ -- $(4,592) $7,628

First
Quarter
2002 $6,846 $6,115 $ -- $(5,270) $7,691

In early 2003, APC announced a product recall of Back-UPSr CS 350 and 500
models, due to potential safety issues. Prior to announcing the recall, APC
received eight reports worldwide of units overheating, resulting in the melting
of the unit's outer casing, six of which occurred in the United States. Three
of the reported incidents resulted in minor property damage; no injuries have
been reported. The total number of affected devices being recalled worldwide is
approximately 2.1 million with approximately 900,000 devices recalled in the
United States. The recall is limited to two specific models in APC's Back-UPS
CS product line, the Back-UPS CS 350 and the Back-UPS CS 500, in both 120-volt
and 230-volt models. The affected units were manufactured between November 2000
and December 2002 and were sold primarily through computer and electrical
distribution, catalog and retail outlets worldwide. In the fourth quarter of
2002, APC accrued a current liability and recognized additional warranty
expense, classified in cost of goods sold, of $19.6 million. As of June 29,
2003, APC had incurred approximately half of total estimated recall costs.
Actual amounts may differ materially from APC's current estimates.

9. 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 Six months ended Three months ended
June 29, June 30, June 29, June 30,
2003 2002 2003 2002

Basic weighted average
shares outstanding 196,559 195,872 196,717 195,918
Net effect of dilutive
potential common shares
outstanding based on the
treasury stock method
using the average
market price 3,322 1,272 3,276 999

Diluted weighted average
shares outstanding 199,881 197,144 199,993 196,917

Antidilutive potential
common shares excluded
from the computation above 5,674 7,787 5,669 9,093

11

10. 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.

On June 18, 2003, APC's Board of Directors approved initiation of a quarterly
cash dividend of $0.08 per share of common stock. The first quarterly dividend
is payable September 15, 2003 to shareholders of record at the close of business
on August 25, 2003. The ex-dividend date is August 21, 2003.

11. Comprehensive Income

The components of comprehensive income, net of tax, are as follows:

In thousands Six months ended Three months ended
June 29, June 30, June 29, June 30,
2003 2002 2003 2002

Net income $63,088 $11,716 $33,109 $29,643

Other comprehensive income
(loss), net of tax:
Change in foreign currency
translation adjustment 1,268 1,784 (214) 1,867
Net unrealized loss on
investments, net of
income taxes (126) (44) (90) (19)
Other comprehensive
income (loss) 1,142 1,740 (304) 1,848

Comprehensive income $64,230 $13,456 $32,805 $31,491

12. Stock-Based Compensation

At June 29, 2003, APC had four stock option plans and an employee stock purchase
plan, which are described more fully in Note 13 of Notes to Consolidated
Financial Statements in Item 8 of APC's Form 10-K for the year ended December
31, 2002. As permitted by Statement of Financial Accounting Standards No. 123
as amended by No. 148, Accounting for Stock-Based Compensation, APC accounts for
those plans under the recognition and measurement principles of APB Opinion No.
25, Accounting for Stock Issued to Employees, and related Interpretations. No
stock-based employee compensation cost is reflected in net income, as all
options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant. The following table
illustrates the effect on net income and earnings per share if APC had applied
the fair value recognition provisions of Statement 123 to stock-based employee
compensation:

In thousands except per share amounts Six months ended Three months ended
June 29, June 30, June 29, June 30,
2003 2002 2003 2002

Net income As reported $63,088 $11,716 $33,109 $29,643

Deduct: Total stock-
based employee
compensation expense
determined under
fair value based
method for all
awards, net of
related tax effects Pro forma (10,899) (12,241) (5,442) (6,121)

Net income (loss) Pro forma $52,189 $(525) $27,667 $23,522

Basic earnings As reported $0.32 $0.06 $0.17 $0.15
(loss) per share Pro forma $0.27 $ -- $0.14 $0.12

Diluted earnings As reported $0.32 $0.06 $0.17 $0.15
(loss) per share Pro forma $0.26 $ -- $0.14 $0.12

12

13. 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; additional accessories and software
products are offered to enhance the management of these networks. The Large
Systems segment produces large system solutions that provide power and
availability solutions for data centers, facilities and communications
equipment. The Other segment principally consists of notebook computer
accessories, replacement batteries and Web-based services.

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. In addition, APC's 2002 restructuring
charges were not allocated to our operating segments, but rather were classified
as indirect operating expenses for segment reporting consistent with our
classification for our internal financial reporting. 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.

Summary operating segment information is as follows:

In thousands Six months ended Three months ended
June 29, June 30, June 29, June 30,
2003 2002 2003 2002

Segment net sales
Small Systems $500,046 $490,050 $257,520 $247,488
Large Systems 103,590 85,531 55,997 45,531
Other 33,197 25,897 15,860 13,300
Total segment net sales 636,833 601,478 329,377 306,319
Shipping and handling
revenues 3,638 3,434 2,119 1,881
Total net sales $640,471 $604,912 $331,496 $308,200

Segment profits
Small Systems $214,544 $196,905 $110,745 $99,675
Large Systems 179 (15,379) 1,703 (4,742)
Other 18,789 14,946 8,555 8,065
Total segment profits 233,512 196,472 121,003 102,998
Shipping and handling
net costs 12,909 7,767 6,100 4,284
Restructuring charges -- 7,267 -- --
Other indirect
operating expenses 138,408 121,146 71,722 59,770
Other income, net 5,185 4,346 2,677 2,515
Earnings before
income taxes $87,380 $64,638 $45,858 $41,459

13

14. Litigation

As previously reported in APC's Form 10-Q for the quarterly period ended March
30, 2003, on January 10, 2003, Powerware Corporation filed in the United States
District Court for the Eastern District of North Carolina (the "Court") a
complaint alleging infringement of three United States patents. On May 7, 2003,
Powerware Corporation filed with the Court an amended complaint modifying its
allegations of infringement regarding the Powerware Patents. APC was served
with the amended complaint on May 9, 2003. Powerware Corporation is seeking
unspecified damages and injunctive relief. On May 28, 2003, APC filed its
answer to the amended complaint and on June 17, 2003 APC filed its first amended
answer and counterclaims alleging infringement by Powerware Corporation of three
United States patents owned by APC. On July 3, 2003, Powerware Corporation
filed its answer to counterclaims.

On June 24, 2003, SL Waber, Inc., petitioned the United States District Court
for the District of New Jersey (the "Court") to reopen the SL Waber, Inc. v.
American Power Conversion Corporation lawsuit originally filed by SL Waber, Inc.
on August 20, 1997 alleging infringement of two United States patents. In a
March 22, 1999 order, the Court dismissed one of the patents from the litigation
and, in response to APC's July 14, 1998 request that the United States Patent
and Trademark Office conduct a reexamination of the remaining patent,
administratively terminated the lawsuit pending the completion of the
reexamination. In its March 22, 1999 order, the Court granted SL Waber, Inc.
the right to petition the Court to reopen the case after the reexamination was
completed. The reexamination of the remaining patent was completed on June 3,
2003 and SL Waber, Inc. petitioned the Court on June 24, 2003 to reopen the
lawsuit. On July 9, 2003, the Court reopened the lawsuit. SL Waber, Inc. is
seeking unspecified damages and injunctive relief.

In addition, APC is involved in various other claims and legal actions arising
in the ordinary course of business.

While management currently believes that resolving all pending legal matters,
individually or in aggregate, will not have a material adverse impact on APC's
financial position, the litigation and other claims noted above are subject to
inherent uncertainties and management's view of these matters may change in the
future. Were an unfavorable final outcome to occur, there exists the
possibility of a material adverse impact on APC's financial position, cash flows
and results of operations for the period in which the effect becomes reasonably
estimable.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

COMPARISON OF THE THREE AND SIX MONTH PERIODS ENDED
JUNE 29, 2003 AND JUNE 30, 2002

Revenues

Net sales were $331.5 million for the second quarter of 2003, an increase of
7.6% compared to $308.2 million for the same period in 2002. Net sales for the
first half of 2003 were $640.5 million compared to $604.9 million in 2002, an
increase of 5.9%. These increases were attributable to higher second quarter
and first half 2003 net sales across each of our operating segments,
particularly the Large Systems segment. In addition, the second quarter and
first half 2003 improvements over the comparable periods last year were enhanced
in each of the operating segments by the favorable pricing impact of a weakening
U.S. dollar, particularly in Europe. Net sales in the second quarter and first
half of 2003 for products in the Small Systems segment, which provides power
protection, UPS, and management products for the PC, server, and local area
networking markets, were up 4.1% and 2.0%, respectively, from comparable 2002
levels. The second quarter 2003 increase was driven by strength in higher VA
(Voltage Amps) Smart-UPS, single-phase Symmetra units, and NetShelter racks,
partially offset by the cumulative effect of pricing actions over the course of
the past year. In the first half of 2003, demand within APC's Small Systems
segment continued to be hampered by overall softness in IT spending. Net sales
for products in the Large Systems segment, consisting primarily of UPS, DC-power
systems, and precision cooling products for data centers, facilities, and
communication applications, increased 23.0% and 21.1% in the second quarter and
first half of 2003, respectively, from comparable 2002 levels. The strong
second quarter and first half 2003 net sales were due principally to sales of
recently-introduced InfraStruXureT and traditional Three-Phase UPS as well as
strengthening in services and our industrial UPS business.

14

Partially offsetting these improvements was the impact of weakness in our
communications market segment. Second quarter and first half 2003 net sales for
products in the "Other" segment, consisting principally of notebook computer
accessories, replacement batteries and Web-based services, were up 19.2% and
28.2%, respectively, from comparable 2002 levels due mainly to organic growth of
existing products as well as growth from new mobile accessory products.

On a geographic basis, the Americas (North and Latin America) represented 51.8%
of total second quarter 2003 revenues and were down 3.5% over the same period in
2002. The Americas represented 50.4% of total first half 2003 revenues and were
down 6.7% over the same period last year. Europe, the Middle East and Africa
(EMEA) represented 30.2% of total second quarter 2003 revenues and was up 22.2%
from the same period in 2002. EMEA represented 31.2% of total first half 2003
revenues and was up 27.6% from the same period last year. Finally, Asia was
18.0% of total second quarter 2003 revenues, increasing 23.6% over the same
period in 2002. Asia was 18.4% of total first half 2003 revenues, increasing
15.0% over the same period last year. On a constant currency basis, EMEA was up
9.5% and Asia increased 18.4% versus the second quarter of 2002, and EMEA was
down 1.4% and Asia increased 1.9% versus the first half of 2002.

Cost of Goods Sold

Cost of goods sold was $195.5 million or 59.0% of net sales in the second
quarter of 2003 compared to $190.5 million or 61.8% in the second quarter of
2002. Cost of goods sold was $378.5 million or 59.1% of net sales in the first
half of 2003 compared to $384.9 million or 63.6% in the first half of 2002.
Second quarter 2003 gross margin was 41.0% of sales, approximately 280 basis
points higher than the comparable period in 2002. First half 2003 gross margin
was 40.9% of sales, approximately 450 basis points higher than the comparable
period last year. Both the Small and Large System segments drove the second
quarter and first half 2003 gross margin improvements. Gross profits for the
Small Systems segment improved in the second quarter and first half of 2003 over
the comparable periods in 2002 primarily reflecting product cost reduction
efforts achieved through a combination of product transitions to low cost
manufacturing locations and material cost reductions from APC's supplier base,
partially offset by the cumulative effect of pricing actions over the course of
the past year. The Large Systems segment reported gross profits in the second
quarter and first half of 2003 versus losses for the comparable periods in 2002,
reflecting a continual lowering of product costs achieved through factory
consolidations and capacity rationalization efforts that commenced in late 2001.
In addition, the second quarter and first half 2003 gross profit improvements
over the comparable periods last year were enhanced in each of the operating
segments by the favorable pricing impact of a weakening U.S. dollar,
particularly in Europe.

Additionally, first half 2002 gross margins included the effects of first
quarter restructuring costs of $4.8 million associated with our first quarter
2002 global headcount reductions. These actions impacted personnel worldwide
throughout a broad range of functions within the organization, principally in
the U.S., U.K., Ireland, and the Philippines. The majority of these
terminations were the result of our decision to consolidate our Philippines-
based manufacturing operations resulting in the closing of our manufacturing
facility in the province of Laguna. These restructuring costs were the result
of events or assessments that occurred during the first quarter of 2002 and
included the effects of employee terminations, facilities closures, and the
related impairment of tangible assets. These costs have not been allocated to
our operating segments, but rather have been classified as indirect operating
expenses for segment reporting consistent with our classification for internal
financial reporting; also refer to Note 13 of Notes to Consolidated Condensed
Financial Statements in Item 1 of this Report. Our 2002 restructuring actions
were announced and substantially completed during 2002. We anticipate the final
settlements of our 2002 restructuring actions to be completed by the end of
2005. Due to the timing of the facilities closures and contractual or
regulatory obligations to certain workers, the financial benefits of these
actions did not commence until the second quarter of 2002 with most of the full
benefit being realized by the close of 2002. Also refer to Note 4 of Notes to
Consolidated Condensed Financial Statements in Item 1 of this Report.

Total inventory reserves at June 29, 2003 were $35.4 million compared to $37.2
million at December 31, 2002. There were no inventory charges, other than our
standard provisioning, during the second quarters and first six months of 2003
and 2002. Our reserve estimate methodology involves quantifying the total
inventory position having potential loss exposure. Loss exposure generally
results from several business factors, including product or component
discontinuance, unplanned changes in demand, product design changes, and factory
transitions. Quantifying such loss exposure is the result of combining the cost
of inventories specifically identified as having little or no opportunity for
sale or use (thus available for physical disposition) plus the cost of
inventories having a high risk of no future sale or use based upon an analysis
of on-hand quantities compared to historical and anticipated future sale or use.
We maintain an on-going business process for the physical disposition of
inventories previously identified. Inventory write-offs occur at the time of
physical disposition. Inventories, once reserved, are not written back up as
such reserve adjustments are considered to be a permanent decrease to the cost
basis of the excess or obsolete inventory.

15

Segment Results (Also refer to Note 13 of Notes to Consolidated Condensed
Financial Statements in Item 1 of this Report for important information
regarding APC's reportable segments)

Net sales in the second quarter and first half of 2003 for products in the Small
Systems segment, which provides power protection, UPS, and management products
for the PC, server, and local area networking markets, were up 4.1% and 2.0%,
respectively, from comparable 2002 levels. The second quarter 2003 increase was
driven by strength in higher VA (Voltage Amps) Smart-UPS, single-phase Symmetra
units, and NetShelter racks, partially offset by the cumulative effect of
pricing actions over the course of the past year. In the first half of 2003,
demand within APC's Small Systems segment continued to be hampered by overall
softness in IT spending. Gross profits for the Small Systems segment improved
in the second quarter and first half of 2003 over the comparable periods in 2002
primarily reflecting product cost reduction efforts achieved through a
combination of product transitions to low cost manufacturing locations and
material cost reductions from APC's supplier base.

Net sales for products in the Large Systems segment, consisting primarily of
UPS, DC-power systems, and precision cooling products for data centers,
facilities, and communication applications, increased 23.0% and 21.1% in the
second quarter and first half of 2003, respectively, from comparable 2002
levels. The strong second quarter and first half 2003 net sales were due
principally to sales of recently-introduced InfraStruXure and traditional Three-
Phase UPS as well as strengthening in services and our industrial UPS business.
Partially offsetting these improvements was the impact of weakness in our
communications market segment. The Large Systems segment reported gross profits
in the second quarter and first half of 2003 versus losses for the comparable
periods in 2002, reflecting a continual lowering of product costs achieved
through factory consolidations and capacity rationalization efforts that
commenced in late 2001.

Second quarter and first half 2003 net sales for products in the "Other"
segment, consisting principally of notebook computer accessories, replacement
batteries and Web-based services, were up 19.2% and 28.2%, respectively, from
comparable 2002 levels due mainly to organic growth of existing products as well
as growth from new mobile accessory products. Second quarter and first half
2003 gross profits in the "Other" segment declined from comparable 2002 levels
as a result of an unfavorable product mix within the segment, select price
reductions, and startup costs incurred for new product introduction. The impact
of our transitioning products to lower cost manufacturing facilities partially
offset this decline in the first quarter of 2003.

In addition, the second quarter and first half 2003 revenue and gross profit
improvements over the comparable periods last year were enhanced in each of the
operating segments by the favorable pricing impact of a weakening U.S. dollar,
particularly in Europe.

Operating Expenses

Operating expenses include marketing, selling, general and administrative (SG&A)
and R&D expenses.

SG&A expenses were $76.5 million or 23.1% of net sales for the second quarter of
2003 compared to $64.1 million or 20.8% of net sales for the second quarter of
2002. SG&A expenses were $148.9 million or 23.3% of net sales for the first
half of 2003 compared to $130.2 million or 21.5% of net sales for the first half
of 2002. The increases in total spending in the second quarter and first half
of 2003 reflect additional investments in sales and marketing promotions as well
as personnel to support new markets and products, combined with increased
investment in administrative support. The allowance for doubtful accounts at
June 29, 2003 was 7.7% of accounts receivable, compared to 7.0% at December 31,
2002. Accounts receivable balances outstanding over 60 days represented 13.5%
of total receivables at June 29, 2003, up from 11.7% at December 31, 2002. This
increase reflects a growing portion of our business originating in areas where
longer payment terms are customary, including a growing contribution from
international markets, offset in part by increased collection efforts. We
continue to experience strong collection performance. Write-offs of
uncollectable accounts represent less than 1% of net sales. A majority of
international customer balances continue to be covered by receivables insurance.

16

R&D expenses were $16.3 million or 4.9% of net sales and $14.7 million or 4.8%
of net sales for the second quarters of 2003 and 2002, respectively. R&D
expenses were $30.8 million or 4.8% of net sales and $29.5 million or 4.9% of
net sales for the first six months of 2003 and 2002, respectively. The
increases in total R&D spending primarily reflect increased numbers of software
and hardware engineers and costs associated with new product development and
engineering support. First half 2003 total R&D spending as a percentage of net
sales decreased slightly from the comparable period last year reflecting our
focused efforts to control costs combined with the effect of restructuring
expenses recorded in the first quarter of 2002.

Other Income, Net and Income Taxes

Other income in the second quarters and first six months of 2003 and 2002 is
comprised principally of interest income. Interest income increased in the
second quarter and first half of 2003 over the comparable prior year levels due
principally to average cash balances available for investment that were higher
in the first half of 2003 than in the first half of 2002, partially offset by
lower short term interest rates during the first half of 2003.

At June 29, 2003, APC had $714.1 million of total cash and investments. We
manage APC's cash and investment balances to preserve principal and liquidity
while maximizing our return on the total investment portfolio. We diversify our
investment portfolio by investing in multiple types of investment-grade
securities with multiple investment brokers. Based on APC's investment
portfolio and interest rates at June 29, 2003, a 100 basis point increase or
decrease in interest rates would have resulted in an increase or decrease of
approximately $7 million in our annual interest income.

Our effective income tax rate was approximately 27.8% and 28.5% for the second
quarters and first six months ended June 29, 2003 and June 30, 2002,
respectively. The decrease from 2002 to 2003 is due to the tax savings from an
increasing portion of taxable earnings being generated from APC's operations in
jurisdictions currently having lower income tax rates than the present U.S.
statutory income tax rate. This shift resulted partially from our product
transitions to lower cost, lower tax, manufacturing locations.

LIQUIDITY AND CAPITAL RESOURCES

Working capital at June 29, 2003 was $1.078 billion compared to $999.1 million
at December 31, 2002. APC has been able to increase its working capital
position as the result of continued positive operating results and despite
internally financing the capital investment required to expand its operations.
Our cash, cash equivalents and short-term investments position increased to
$648.2 million at June 29, 2003 from $640.3 million at December 31, 2002. The
first half 2003 increase was offset in part by increased investment in working
capital, particularly inventories, as well as funding first half 2003 expenses
related to our recent product recall.

Worldwide inventories were $386.1 million at June 29, 2003 compared to $320.0
million at December 31, 2002. The first half 2003 inventory build was primarily
related to anticipation of increased demand patterns during the second half of
the year which result from typical seasonal factors and, to a lesser extent,
increased on-hand inventories needed to support the in-house manufacture of
select products previously manufactured by a third party subcontractor. There
were no inventory charges, other than APC's standard provisioning, during the
second quarters or first six months of 2003 and 2002. Inventory levels as a
percentage of quarterly sales were 116% in the second quarter of 2003 and 114%
in the first quarter of 2003 compared to 89% in the fourth quarter of 2002. The
increase was due in part to the typical first half 2003 inventory build as well
as the typical seasonal decline in net sales from the fourth quarter to the
first quarter of each year.

17

We announced a product recall of Back-UPS CS 350 and 500 models in early 2003
due to potential safety issues. Prior to announcing the recall, APC received
eight reports worldwide of units overheating, resulting in the melting of the
unit's outer casing, six of which occurred in the United States. Three of the
reported incidents resulted in minor property damage; no injuries have been
reported. The total number of affected devices being recalled worldwide is
approximately 2.1 million with approximately 900,000 devices recalled in the
United States. The recall is limited to two specific models in APC's Back-UPS
CS product line, the Back-UPS CS 350 and the Back-UPS CS 500, in both 120-volt
and 230-volt models. The affected units were manufactured between November 2000
and December 2002 and were sold primarily through computer and electrical
distribution, catalog and retail outlets worldwide. Our methodology for
estimating costs associated with this product recall involved estimating future
costs to be incurred to replace the recalled products based on expected returns
and the costs to conduct the recall, particularly repair and transportation
costs. Our repair and transportation cost estimates include costing for
component parts and inside labor; we also obtained third party cost quotes for
outside labor and freight. The expected percentage of units to be returned out
of the total population of units is an important assumption. Our current
assumption is that approximately 40% of domestic units in the hands of end-users
and approximately 20% of international units will be exchanged. To help
understand the relative impact of the return rate assumption, a decrease or
increase in the worldwide return rate of 10 percentage points would result in a
range of estimated recall costs of $14 million to $25 million. In the fourth
quarter of 2002, we accrued a current liability and recognized additional
warranty expense which is classified in cost of goods sold. As of June 29,
2003, we had incurred approximately half of total estimated recall costs. We
expect APC's cash outlays associated with this product recall to be financed
from operating cash. Actual amounts may differ materially from our current
estimates.

At June 29, 2003 and December 31, 2002, we had available for future borrowings
$65.0 million under an unsecured line of credit agreement at a floating interest
rate equal to the bank's cost of funds rate plus 0.625% and an additional $6.0
million under an unsecured line of credit agreement with a second bank at
similar interest rates. No borrowings were outstanding under these facilities
during the second quarters or first six months of 2003 and 2002, or at June 29,
2003 and December 31, 2002. APC had no significant financial commitments, other
than those required in the normal course of business, during the second quarters
or first six months of 2003 and 2002, or at June 29, 2003 and December 31, 2002.

During the second quarters of 2003 and 2002, our capital expenditures, net of
capital grants, amounted to approximately $5.6 million and $4.2 million,
respectively. During the first six months of 2003 and 2002, our capital
expenditures, net of capital grants, amounted to approximately $9.0 million and
$8.4 million, respectively. Our capital expenditures consisted primarily of
manufacturing and office equipment and purchased software applications, as well
as buildings and improvements. Our capital spending remains focused on funding
additional equipment needs and existing factories as well as continuing
investment in information technologies. Substantially all of APC's net capital
expenditures were financed from available operating cash. We had no material
capital commitments during the second quarters or first six months of 2003 and
2002, or at June 29, 2003 and December 31, 2002.

We have 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 our meeting certain employment
goals and maintaining operations in Ireland until termination of the respective
agreements.

On June 18, 2003, APC's Board of Directors approved initiation of a quarterly
cash dividend of $0.08 per share of common stock to be financed from available
operating cash. The first quarterly dividend is payable September 15, 2003 to
shareholders of record at the close of business on August 25, 2003. The ex-
dividend date is August 21, 2003. It is the intention of the Board of Directors
to pay a comparable quarterly dividend on a going forward basis contingent upon
continued capital availability and a determination that cash dividends continue
to be in the best interests of APC and its shareholders.

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,
dividend payments, and other working capital requirements for the foreseeable
future.

18

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 June 29, 2003, our unhedged foreign currency accounts receivable, by
currency, were as follows:

In thousands Foreign
Currency US Dollars

European Euros 32,601 $37,634
Japanese Yen 2,140,304 $18,143
Swiss Francs 20,567 $15,495
British Pounds 5,638 $9,806

We also had non-trade receivables denominated in Irish Pounds of approximately
US$1.0 million, liabilities denominated in various European currencies of
approximately US$43.7 million, and liabilities denominated in Japanese Yen of
approximately US$7.0 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.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations
are based upon the accompanying consolidated condensed financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses, and related disclosure of contingent
assets and liabilities. The U.S. Securities and Exchange Commission has defined
critical accounting policies as those that are both most important to the
portrayal of our financial condition and results and which require our most
difficult, complex or subjective judgments or estimates. Based on this
definition, we have identified the policies below as critical to our business
operations and the understanding of our results of operations. The impact and
any associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis of Financial Condition
and Results of Operations where such policies affect our reported and expected
financial results. For all financial statement periods presented, there have
been no material modifications to the application of these critical accounting
policies. For a detailed discussion on the application of these and other
accounting policies, also refer to Note 1 of Notes to Consolidated Financial
Statements in Item 8 of American Power Conversion Corporation's Annual Report on
Form 10-K for the year ended December 31, 2002.

On an on-going basis, we evaluate the judgments and estimates underlying all of
our accounting policies, including those related to revenue recognition, product
returns, bad debts, inventories, impairment of long-lived assets, deferred tax
valuation allowances, restructuring reserves and contingencies, and litigation.
We base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Materially
different results in the amount and timing of our actual results for any period
could occur if we made different judgments or utilized different estimates.
Actual results may differ from those estimates.

Our critical accounting policies are as follows:

Revenue Recognition

We follow very specific and detailed guidelines in measuring revenue; however,
certain judgments affect the application of our revenue policy. Revenue results
are difficult to predict, and any shortfall in revenue or delay in recognizing
revenue could cause our operating results to vary significantly from quarter to
quarter. In general, revenue is recognized when title has passed at the time of
delivery of product for all of our operating segments as stipulated by the
delivery terms for the sales transactions. In addition, prior to revenue
recognition, we require persuasive evidence of the arrangement, that the price
is fixed or determinable, and that collectibility is reasonably assured.
Installation is not applicable for Small Systems and Other segment products
based on the nature of the products sold. Generally, revenue associated with
Large Systems sales is also recognized at the time of delivery pursuant to the
delivery terms, as we do not perform installation. Delivery terms vary, but
often include origin-based terms (e.g., FOB Shipping Point and Ex-works) and
destination-based terms (e.g., DDU/DDP (delivered duty unpaid/delivered duty
paid)).

19

Certain Large Systems product lines and, at times, one product line included in
the Small Systems segment require electrical hardwire installation or duct
installation which is performed by the customer or their contracted licensed
contractor/electrician. Since we do not perform the installation, revenue
recognition at the time of delivery is proper as customer acceptance of the unit
is not required. Also, payment by the customer is not contingent upon
installation of the product.

We offer additional services to customers depending on the type of product the
customer has purchased, including on-site services, installation consulting
services, remote monitoring services, power audit services, and network
integration services. Revenue is recognized at the time services are provided
or is deferred and recognized over the service period (where applicable). The
fair value of these services are based upon the rates that we charge customers
in separately negotiated transactions and such services are not essential to the
functionality of the delivered product.

For all sales, except those completed over the Internet, we use a binding
purchase order as evidence of an arrangement. For sales over the Internet, we
use a credit card authorization as evidence of an arrangement. Sales through
certain customers are evidenced by a master agreement governing the relationship
together with binding purchase orders on a transaction by transaction basis.

Our arrangements do not generally include acceptance clauses. However, if an
arrangement includes a customer specified acceptance provision, acceptance
generally occurs at our factory prior to delivery. As we introduce new products
in 2003, we anticipate that installation and customer acceptance provisions may
become more common, and therefore increasingly significant for determining
delivery and performance and consequently our entitlement to recognize revenue.

Estimating Valuation Allowances and Accrued Liabilities - Allowances for Sales
Returns, Doubtful Accounts, Inventory Obsolescence and Product Recall, and
Assessment of the Probability of the Outcome of our Current Litigation

Significant management judgments that affect the application of our revenue
policy also include estimates of potential future product returns related to
current period product revenue. We analyze historical returns, current economic
trends, and channel inventories when evaluating the adequacy of the sales
returns and other allowances. Significant management judgments and estimates
must be made and used in connection with establishing the sales returns and
other allowances in any accounting period. Material differences may result in
the amount and timing of our revenue for any period if management made different
judgments or utilized different estimates.

We provide limited rights of return to distributors and retailers for our Small
Systems product lines. We provide appropriate reserves for returns at the time
that related revenue is recognized, based on historical patterns of returns and
contractual provisions in accordance with the provisions of Statement of
Financial Accounting Standards No. 48, Revenue Recognition When Right of Return
Exists, and U.S. Securities and Exchange Commission Staff Accounting Bulletin
No. 101. Returns of Large Systems products generally do not occur.
Historically, returns have represented approximately 3% of gross sales and have
not differed significantly from prior estimates.

Similarly, we must make estimates of the uncollectability of our accounts
receivables. Management specifically analyzes accounts receivable balances in
view of customer credit-worthiness, customer concentrations, historical bad
debts, current economic trends, and changes in our customer payment terms when
evaluating the adequacy of the allowance for doubtful accounts. A majority of
international customer balances continue to be covered by receivables insurance.

20

Our inventory reserve estimate methodology involves quantifying the total
inventory position having potential loss exposure. Loss exposure generally
results from several business factors, including product or component
discontinuance, unplanned changes in demand, product design changes, and factory
transitions. Quantifying such loss exposure is the result of combining the cost
of inventories specifically identified as having little or no opportunity for
sale or use (thus available for physical disposition) plus the cost of
inventories having a high risk of no future sale or use based upon an analysis
of on-hand quantities compared to historical and anticipated future sale or use.
We maintain an on-going business process for the physical disposition of
inventories previously identified. Inventory write-offs occur at the time of
physical disposition. Inventories, once reserved, are not written back up as
such reserve adjustments are considered to be a permanent decrease to the cost
basis of the excess or obsolete inventory. If actual market conditions are less
favorable than those projected by management, additional inventory write-downs
may be required.

In early 2003, we announced a product recall of Back-UPS CS 350 and 500 models.
Our methodology for estimating costs associated with this product recall
involved estimating future costs to be incurred to replace the recalled products
based on expected returns and the costs to conduct the recall, particularly
repair and transportation costs. Our repair and transportation cost estimates
include costing for component parts and inside labor. We also obtained third
party cost quotes for outside labor and freight. The expected percentage of
units to be returned out of the total population of units is an important
assumption. Our current assumption is that approximately 40% of domestic units
in the hands of end-users and approximately 20% of international units will be
exchanged. To help understand the relative impact of the return rate
assumption, a decrease or increase in the worldwide return rate of 10 percentage
points would result in a range of estimated recall costs of $14 million to $25
million. In the fourth quarter of 2002, we accrued a current liability and
recognized additional warranty expense which was classified in cost of goods
sold. As of June 29, 2003, we had incurred approximately half of total
estimated recall costs. Actual amounts may differ materially from our current
estimates.

We are, and may in the future become, involved in litigation involving our
business, products or operations. For pending claims for which there is an
estimable range of loss greater than zero, we record the best estimate of
liability within the range. If no point within the range is considered the best
estimate, we record the minimum estimated liability. Because of uncertainties
related to the identifiable range of loss on any pending claims, we may be
unable to make a reasonable estimate of the liability that could result from an
unfavorable outcome. As additional information becomes available, we assess the
potential liability related to our pending claims and revise our estimates.
Such revisions in our estimates of the potential liability could materially
impact our results of operation and financial position. The litigation process
is uncertain and includes the risk of an unexpected, unfavorable result. We may
be materially adversely impacted by any such litigation.

Valuation of Long-lived Tangible and Intangible Assets including Goodwill

We assess the impairment of long-lived tangible and intangible assets including
goodwill on an ongoing basis and whenever events or changes in circumstances
indicate that the carrying value may not be recoverable. Should our assessment
suggest impairment, we would determine recoverability based on an estimate of
future undiscounted cash flows resulting from our use of the asset and its
eventual disposition. Factors we consider that could trigger an impairment
review include the following:

-- significant underperformance relative to expected historical or projected
future operating results;
-- significant changes in the manner of our use of the acquired assets or the
strategy for our overall business;
-- significant negative industry or economic trends; and
-- significant technological changes, which would render equipment and
manufacturing process, obsolete.

On January 1, 2002, we adopted Statement of Financial Accounting Standards No.
142, Goodwill and Other Intangible Assets. With the adoption of Statement 142,
we implemented the necessary reclassifications in order to conform to the new
criteria in Statement of Financial Accounting Standards No. 141, Business
Combinations, for recognition of intangible assets apart from goodwill.

21

Statement 142 requires that companies no longer amortize goodwill and other
intangible assets with indefinite lives, but instead test goodwill impairment at
least annually or more frequently if impairment indicators arise. Statement 142
also requires completion of a two-step transitional goodwill impairment test.
In connection with completion of the first step of our transitional analysis, we
identified two reporting units with goodwill, Large Systems and Small Systems;
these reporting units are also reportable segments. We then determined the
carrying value of each reporting unit by assigning the assets and liabilities,
including existing goodwill and other intangible assets, to these reporting
units as of the date of adoption. Completion of the first step of our analysis
indicated impairment in the carrying amount of our goodwill. Our goodwill was
primarily associated with our Large Systems segment which consists primarily of
UPS, DC-power systems, and precision cooling products for data centers,
facilities, and communication applications. Conditions contributing to the
goodwill impairment included the ongoing softness in IT and communications
market segments coupled with lower corporate investment for these types of
applications.

In connection with completion of the second step of our transitional analysis,
we compared the carrying amount of reporting unit goodwill with the implied fair
value of reporting unit goodwill, both of which were measured as of the date of
adoption. The implied fair value of goodwill was determined by allocating the
fair value of the reporting unit to all of the assets (recognized and
unrecognized) and liabilities of the reporting unit in a manner similar to a
purchase price allocation, in accordance with the provisions of Statement 141.
The residual fair value after this allocation is the implied fair value of the
reporting unit goodwill. Based on this second step, we recorded a non-cash
charge equal to the goodwill balance associated with our Large Systems segment
of approximately $50 million (approximately $35 million on an after-tax basis).
This charge was recognized as the cumulative effect of a change in accounting
principle net of income taxes, included in APC's results as of January 1, 2002,
and had no effect on our liquidity. Our remaining goodwill is associated with
our Small Systems segment. We evaluate each of our reporting units with
goodwill during the fourth quarter of each fiscal year or more frequently if
impairment indicators arise.

Accounting for Income Taxes

As part of the process of preparing our consolidated condensed financial
statements, we are required to estimate our income taxes in each of the
jurisdictions in which we operate. This process involves estimating our actual
current tax exposure together with assessing temporary differences resulting
from differing treatment of items, such as deferred revenue, for tax and
accounting purposes. These differences result in deferred tax assets and
liabilities, which are included within our consolidated balance sheet. We must
then assess the likelihood that our deferred tax assets will be recovered from
future taxable income. Expectations about future taxable income incorporate
numerous assumptions about actions, elections and strategies to minimize income
taxes in future years. Our ability to take such actions, make preferred
elections and implement tax-planning strategies may be adversely impacted by
enacted changes in tax laws and/or tax rates, as well as successful challenges
by tax authorities resulting from differing interpretations of tax laws and
regulations.

To the extent we believe that recovery of deferred tax assets is not likely, we
must establish a valuation allowance. To the extent we establish a valuation
allowance or increase this allowance in a period, we must include an expense
within the tax provision in the consolidated statements of income. Significant
management judgment is required in determining our provision for income taxes,
our deferred tax assets and liabilities and any valuation allowance recorded
against our net deferred tax assets. At June 29, 2003 and December 31, 2002, we
provided a valuation allowance on certain of our deferred tax assets, primarily
consisting of net operating losses generated for the start up of Brazilian
operations, because of uncertainty regarding their realizability. The valuation
allowance is based on our estimates of taxable income by jurisdiction in which
we operate and the period over which our deferred tax assets will be
recoverable. In the event that actual results differ from these estimates or we
adjust these estimates in future periods we may need to establish an additional
valuation allowance which could materially impact our financial position and
results of operations.

RECENTLY ISSUED ACCOUNTING STANDARD

In May 2003, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This Statement
establishes standards for classification and measurement of certain financial
instruments with characteristics of both liabilities and equity. Statement 150
is effective immediately for financial instruments entered into or modified
after May 31, 2003, and otherwise effective for interim periods beginning after
June 15, 2003. Statement 150 does not apply to APC.

22

In November 2002, the Emerging Issues Task Force reached a consensus on Issue
No. 00-21, Revenue Arrangements with Multiple Deliverables. This consensus
addresses several issues including how to determine when a multiple arrangement
exists and the proper accounting treatment. The guidance in this consensus is
effective for revenue arrangements entered into in fiscal periods beginning
after June 15, 2003. Adoption of the guidance in this consensus is not expected
to have a material impact on our consolidated financial position or results of
operations.

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: Sufficient financial resources to enable the Board of Directors to
continue to declare a dividend; costs incurred by APC for the recent product
recall are greater than or less than currently anticipated; impact on order
management and fulfillment, financial reporting and supply chain management
processes as a result of APC's reliance on a variety of computer systems,
including Oracle 11i which was implemented in the first quarter 2001 and is
periodically upgraded; the effect on our business, our suppliers, our customers,
or the economy resulting from travel, supply-chain or general business
disruptions from Severe Acute Respiratory Syndrome (SARS); the impact of foreign
currency exchange rate fluctuations; the impact on demand, component
availability and pricing, and logistics, and the disruption of Asian
manufacturing operations that result from labor disputes, war, acts of terrorism
or political instability; ramp up, expansion and rationalization of global
manufacturing capacity; the discovery of a latent defect in any of APC's
products; APC's ability to effectively align operating expenses and production
capacity with the current demand environment; 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, shortages and quality; risk of nonpayment of accounts receivable;
the uncertainty of the litigation process including risk of an unexpected,
unfavorable result of current or future litigation; and the risks described from
time to time in APC's filings with the Securities and Exchange Commission.

We caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date they are made. We disclaim any
obligation to publicly update or revise any such statements to reflect any
change in our 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.

For a discussion of these and other risk factors, please refer to Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations included in our Annual Report on Form 10-K for the year ended
December 31, 2002.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We, in the normal course of business, are 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.

We, in the normal course of business, are also exposed to market risks relating
to fluctuations in interest rates and the resulting rates of return on
investments in marketable securities. The information required under this
section related to such risks is included in the Other Income, Net 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.

23

ITEM 4. CONTROLS AND PROCEDURES

(A) Evaluation of disclosure controls and procedures

Our chief executive officer and our chief financial officer, after evaluating
the effectiveness of APC's "disclosure controls and procedures" (as defined in
the Securities Exchange Act of 1934 Rules 13a-14(c) and 15d-14(c)) as of a date
(the "Evaluation Date") within 90 days before the filing date of this quarterly
report, have concluded that as of the Evaluation Date, our disclosure controls
and procedures were adequate and designed to ensure that material information
relating to us and our consolidated subsidiaries would be made known to them by
others within those entities.

(B) Changes in internal controls

There were no significant changes in our internal controls or, to our knowledge,
in other factors that could significantly affect our internal controls
subsequent to the Evaluation Date.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As previously reported in APC's Form 10-Q for the quarterly period ended March
30, 2003, on January 10, 2003, Powerware Corporation filed in the United States
District Court for the Eastern District of North Carolina (the "Court") a
complaint alleging infringement of three United States patents. On May 7, 2003,
Powerware Corporation filed with the Court an amended complaint modifying its
allegations of infringement regarding the Powerware Patents. APC was served
with the amended complaint on May 9, 2003. Powerware Corporation is seeking
unspecified damages and injunctive relief. On May 28, 2003, APC filed its
answer to the amended complaint and on June 17, 2003 APC filed its first amended
answer and counterclaims alleging infringement by Powerware Corporation of three
United States patents owned by APC. On July 3, 2003, Powerware Corporation
filed its answer to counterclaims.

On June 24, 2003, SL Waber, Inc., petitioned the United States District Court
for the District of New Jersey (the "Court") to reopen the SL Waber, Inc. v.
American Power Conversion Corporation lawsuit originally filed by SL Waber, Inc.
on August 20, 1997 alleging infringement of two United States patents. In a
March 22, 1999 order, the Court dismissed one of the patents from the litigation
and, in response to APC's July 14, 1998 request that the United States Patent
and Trademark Office conduct a reexamination of the remaining patent,
administratively terminated the lawsuit pending the completion of the
reexamination. In its March 22, 1999 order, the Court granted SL Waber, Inc.
the right to petition the Court to reopen the case after the reexamination was
completed. The reexamination of the remaining patent was completed on June 3,
2003 and SL Waber, Inc. petitioned the Court on June 24, 2003 to reopen the
lawsuit. On July 9, 2003, the Court reopened the lawsuit. SL Waber, Inc. is
seeking unspecified damages and injunctive relief.

In addition, APC is involved in various other claims and legal actions arising
in the ordinary course of business.

While management currently believes that resolving all pending legal matters,
individually or in aggregate, will not have a material adverse impact on APC's
financial position, the litigation and other claims noted above are subject to
inherent uncertainties and management's view of these matters may change in the
future. Were an unfavorable final outcome to occur, there exists the
possibility of a material adverse impact on APC's financial position, cash flows
and results of operations for the period in which the effect becomes reasonably
estimable.

24

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Shareholders was held on June 19, 2003 at which APC's
shareholders approved the following:

(i) by a vote of 171,997,886 shares in favor, 4,618,832 opposed, and
1,358,314 abstaining, the number of directors was fixed at seven.
(ii) the following persons (with vote results) were elected to serve another
term as Directors of APC:

For Withheld

Rodger B. Dowdell, Jr. 170,103,091 7,871,941
James D. Gerson 169,850,498 8,124,534
John G. Kassakian 170,862,345 7,112,687
John F. Keane, Sr. 169,626,386 8,348,646
Emanuel E. Landsman 170,044,545 7,930,487
Ervin F. Lyon 130,107,929 47,867,103
Neil E. Rasmussen 169,987,823 7,987,209

In addition, by a vote of 39,885,501 shares in favor, 99,526,112 opposed,
5,241,857 abstaining, and 33,321,562 broker non-votes, a shareholder proposal
regarding the composition of APC's Board of Directors was not approved.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(A) Exhibits

Exhibit No. 3.01 Articles of Organization of APC, as amended, previously filed
as an exhibit to APC'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 APC, as amended and restated, previously filed as
an exhibit to APC'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. 99.1 Certification of Rodger B. Dowdell, Jr., Chief Executive
Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

Exhibit No. 99.2 Certification of Donald M. Muir, Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 *

* American Power Conversion Corporation has the originally signed certificate
and will provide it to the Securities and Exchange Commission upon request.

(B) Reports on Form 8-K

On May 1, 2003, APC filed a Current Report on Form 8-K with the Securities and
Exchange Commission which furnished, pursuant to Items 7 and 9, APC's May 1,
2003 press release announcing its financial results for the fiscal quarter ended
March 30, 2003.

25

FORM 10-Q
June 29, 2003

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: August 13, 2003

/s/ Donald M. Muir

Donald M. Muir
Chief Financial Officer
(Principal Accounting And Financial Officer)

26

CERTIFICATION

I, Rodger B. Dowdell, Jr., certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Power
Conversion Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and

6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August 13, 2003

/s/ Rodger B. Dowdell, Jr.

Rodger B. Dowdell, Jr.
Chairman, President and Chief Executive Officer

27

CERTIFICATION

I, Donald M. Muir, certify that:

1. I have reviewed this quarterly report on Form 10-Q of American Power
Conversion Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;

4. The Registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the Registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the Registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our evaluation
as of the Evaluation Date;

5. The Registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the Registrant's auditors and the audit committee
of Registrant's board of directors (or persons performing the equivalent
function):

a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to record,
process, summarize and report financial data and have identified for the
Registrant's auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal controls; and

6. The Registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: August 13, 2003

/s/ Donald M. Muir

Donald M. Muir
Senior Vice President, Finance and Administration,
Treasurer and Chief Financial Officer

28

FORM 10-Q
June 29, 2003

AMERICAN POWER CONVERSION CORPORATION AND SUBSIDIARIES
EXHIBIT INDEX

Exhibit Page
Number Description No.

3.01 Articles of Organization of APC, as amended, previously
filed as an exhibit to APC'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 APC, as amended and restated, previously filed
as an exhibit to APC's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998 and incorporated herein
by reference (File No. 1-12432)

99.1 Certification of Rodger B. Dowdell, Jr., Chief Executive
Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 30
2002 *

99.2 Certification of Donald M. Muir, Chief Financial
Officer, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 31
2002 *

* American Power Conversion Corporation has the originally signed certificate
and will provide it to the Securities and Exchange Commission upon request.

29

Exhibit 99.1

CERTIFICATION

In connection with the Quarterly Report of American Power Conversion Corporation
(the "Company") on Form 10-Q for the period ending June 29, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Rodger B. Dowdell, Jr., Chairman, President and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of
the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

/s/ Rodger B. Dowdell, Jr.

Rodger B. Dowdell, Jr.
Chairman, President and Chief Executive Officer

August 13, 2003

The foregoing certification is being furnished solely pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter
63 of title 18, United States Code) and is not being filed as part of a separate
disclosure document.

30

Exhibit 99.2

CERTIFICATION

In connection with the Quarterly Report of American Power Conversion Corporation
(the "Company") on Form 10-Q for the period ending June 29, 2003 as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Donald M. Muir, Senior Vice President, Finance and Administration, Treasurer and
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350,
as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.

/s/ Donald M. Muir

Donald M. Muir
Senior Vice President, Finance and Administration,
Treasurer and Chief Financial Officer

August 13, 2003

The foregoing certification is being furnished solely pursuant to section 906 of
the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter
63 of title 18, United States Code) and is not being filed as part of a separate
disclosure document.

31