Apple 1996 Annual Report Download

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APPLE INC
FORM 10-K
(Annual Report)
Filed 12/19/96 for the Period Ending 09/27/96
Address ONE INFINITE LOOP
CUPERTINO, CA 95014
Telephone (408) 996-1010
CIK 0000320193
Symbol AAPL
SIC Code 3571 - Electronic Computers
Industry Computer Hardware
Sector Technology
Fiscal Year 09/30
http://www.edgar-online.com
© Copyright 2011, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    APPLE INC FORM 10-K (Annual Report) Filed 12/19/96 for the Period Ending 09/27/96 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year ONE INFINITE LOOP CUPERTINO, CA 95014 (408) 996-1010 0000320193 AAPL 3571 - Electronic Computers Computer Hardware Technology 09/30 http://www.edgar-...

  • Page 2
    ... incorporation or organization] 94-2404110 [I.R.S. Employer Identification No.] 1 Infinite Loop Cupertino California, [Address of principal executive offices] 95014 [Zip Code] Registrant's telephone number, including area code: (408) 996-1010 Securities registered pursuant to Section 12(b) of the...

  • Page 3
    Portions of the definitive Proxy Statement dated December 1996 (the "Proxy Statement"), to be delivered to shareholders in connection with the Annual Meeting of Shareholders to be held February 5, 1997, are incorporated by reference into Parts I and III.

  • Page 4
    ... Loop, Cupertino, California, 95014 and its telephone number is (408) 996-1010. The Company designs, manufactures and markets microprocessor-based personal computers and related personal computing and communicating solutions for sale primarily to education, home, business and government customers...

  • Page 5
    ...database management and graphics, for Macintosh and Windows-based systems. Claris(registered trademark) products are distributed primarily through independent software resellers. Servers The Workgroup and Network Server families of products provide file, print, Internet, and application services, to...

  • Page 6
    ... to network and communicate with other computer systems and environments. Apple personal computers were first introduced to education customers in the late 1970s. In the United States, the Company is one of the major suppliers of personal computers for both elementary and secondary school customers...

  • Page 7
    ... II, Item 7 of this Form 10-K under the subheading "Inventory and Supply" included under the heading "Factors That May Affect Future Results and Financial Condition," and in Part II, Item 8 on this Form 10-K in the Notes to Consolidated Financial Statements under the subheading "Concentrations in...

  • Page 8
    ..., product features, marketing and distribution capability, service and support, availability of hardware peripherals, and corporate reputation. Further discussion relating to the competitive conditions of the personal computing industry and the Company's competitive position in the market place may...

  • Page 9
    ... exchange rate fluctuations and by international trade regulations, including tariffs and anti-dumping penalties. Item 2. Properties The Company's headquarters are located in Cupertino, California. The Company has manufacturing facilities in Sacramento, California, Cork, Ireland, and Singapore...

  • Page 10
    ..., Chief Operating Officer of National Semiconductor Corporation, a manufacturer of semiconductors. Prior to her employment with National Semiconductor, she was Senior Vice President and Group Executive of the Networking Hardware, Networking Software, and Software Solutions divisions at International...

  • Page 11
    ... General Manager of the Personal Interactive Electronics Group for Apple Europe in 1993, and as Vice President of Marketing and Sales for the Company's software division in 1994. In 1995 he was named President of Claris Corporation, a subsidiary of the Company that develops, manufactures and markets...

  • Page 12
    ... in 1986, was named to her present position in May 1996. From 1991 to May 1996, she held the position of Director of Corporate Finance. She was previously the Director of Investor Relations. Douglas S. Solomon, Vice President, Strategic Planning and Vice President, Corporate Development (age 46). Dr...

  • Page 13
    ...and the consolidated financial statements and related notes thereto included elsewhere in this Form 10-K. (Dollars in millions, except per share amounts) ANNUAL Five fiscal years ended September 27, 1996 Net sales Net income (loss) Earnings (loss)per common and common equivalent share Cash dividends...

  • Page 14
    ... has initiated programs to develop and market products and services more selectively targeted to education, home, and business segments. In moving in this new strategic direction, the Company expects to reduce the number of new product introductions and the number of products in certain categories...

  • Page 15
    ... the Pacific region, particularly Japan. Domestic net sales increased 16% in 1995 over 1994. In general, the Company's resellers purchase products on an as-needed basis. Resellers frequently change delivery schedules and order rates depending on changing market conditions. Unfilled orders ('backlog...

  • Page 16
    ...unit sold during 1996 compared with 1995. In addition, this decrease in gross margins is due to the Company's response to extreme competitive actions by other companies attempting to gain market share, including the Company's pricing actions in the United States, Japan and Europe across most product...

  • Page 17
    ... exchange hedging losses and foreign exchange hedging costs. Market volatility and higher foreign currency balances accounted for the increased hedging costs. For a summary of the Company's interest and other income (expense), net, refer to page 37 of the Notes to Consolidated Financial Statements...

  • Page 18
    ... taxes, refer to pages 40 - 41 of the Notes to Consolidated Financial Statements. Factors That May Affect Future Results and Financial Condition The Company's future operating results and financial condition are dependent on the Company's ability to successfully develop, manufacture, and market...

  • Page 19
    ... enhancements. The success of new product introductions is dependent on a number of factors, including market acceptance, the Company's ability to manage the risks associated with product transitions, the availability of application software for new products, the effective management of inventory...

  • Page 20
    .... As a supplemental means of addressing the competition from MS-DOS and Windows, the Company has devoted substantial resources toward developing personal computer products capable of running application software designed for the MS-DOS or Windows operating systems ("Cross-Platform Products"). These...

  • Page 21
    ...depends in part on third-party developers' perception and analysis of the relative benefits of developing, maintaining, and upgrading such software for the Company's products versus software for the larger MS-DOS and Windows market. This analysis is based on factors such as the perceived strength of...

  • Page 22
    ... Company continually monitors its foreign exchange forward and option positions, and its interest rate swap, option and floor positions both on a stand-alone basis and in conjunction with its underlying foreign currency- and interest rate-related exposures, respectively, from both an accounting and...

  • Page 23
    ...'s research and development activities, its corporate headquarters, and other critical business operations, including certain major vendors, are located near major seismic faults. The Company's operating results and financial condition could be materially adversely affected in the event of a major...

  • Page 24
    ... often results in significant volatility of the Company's common stock price. Liquidity and Capital Resources The Company's financial position with respect to cash, cash equivalents, and short-term investments, net of notes payable to banks, increased to $1,559 million at September 27, 1996, from...

  • Page 25
    ... from banks, will be sufficient to meet its operating and other cash requirements, including the impact of planned restructuring actions, on a short- and longterm basis. No assurance can be given that short-term borrowings from banks can be continued, or that any additional required financing could...

  • Page 26
    ...of Cash Flows for the three fiscal years ended September 27, 1996 Notes to Consolidated Financial Statements Selected Quarterly Financial Information (Unaudited) Financial Statement Schedule: For the three fiscal years ended September 27, 1996 Schedule II - Valuation and qualifying accounts Page 25...

  • Page 27
    ... of Apple Computer, Inc. as of September 27, 1996 and September 29, 1995, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended September 27, 1996. Our audits also include the financial statement schedule listed in...

  • Page 28
    ..., and equipment 598 Other assets 251 $5,364 Liabilities and Shareholders' Equity: Current liabilities: Notes payable to banks $ 186 Accounts payable 791 Accrued compensation and employee benefits 120 Accrued marketing and distribution 257 Accrued warranty and related 181 Accrued restructuring costs...

  • Page 29
    Consolidated Statements of Operations (Dollars in millions, except per share amounts) Three fiscal years ended September 27, 1996 Net sales Costs and expenses: Cost of sales Research and development Selling, general and administrative Restructuring costs Operating income (loss) Interest and other ...

  • Page 30
    ...-Balance at September 30, 1994 119,543 Common stock issued under stock option and purchase plans, including related tax benefits 3,379 Cash dividends of $0.48 per common share -Accumulated translation adjustment -Change in unrealized gains (losses) on available-for-sale securities -Net income -Other...

  • Page 31
    ...notes payable to banks Increase (decrease) in long-term borrowings Increases in common stock, net of related tax benefits Cash dividends Cash generated by (used for) financing activities Total cash generated (used) Cash and cash equivalents, end of the period Supplemental cash flow disclosures: Cash...

  • Page 32
    ...to Consolidated Financial Statements Nature of Operations Apple Computer (the "Company") designs, manufactures, and markets microprocessor-based personal computers and related personal computing products for sale primarily to education, home, business, and government customers. Basis of Presentation...

  • Page 33
    ... such designation as of each balance sheet date. The Company's debt and marketable equity securities have been classified and accounted for as available-for-sale. These securities are carried at fair value, with the unrealized gains and losses, net of taxes, reported as a component of shareholders...

  • Page 34
    ... and earnings per share as if the fair value-based method prescribed by FAS 123 had been applied in measuring compensation expense. Foreign Currency Translation The Company translates the assets and liabilities of its foreign sales subsidiaries at year-end exchange rates. Gains and losses from these...

  • Page 35
    ...place. Earnings (Loss) per Share Earnings (loss) per share is computed using the weighted average number of common shares outstanding and (in 1995 and 1994 only) the dilutive effect of common stock options using the treasury stock method. Common stock options, the convertible subordinated notes, and...

  • Page 36
    ...then-current currency exchange and interest rates at each respective date. The Company's exposure to credit loss and market risk will vary over time as a function of interest rates and currency exchange rates. The estimates of fair value are based on applicable and commonly used pricing models using...

  • Page 37
    ... as Accounting Hedges Interest rate instruments Swaps Interest rate collars Purchased floors Sold options Fair Value Notional Principal Fair Value $ $ $ $ 315 80 475 -- $ $ $ $ (13) $ -1 -$ $ $ --1 -- $ $ $ $ 450 105 -150 $ $ $ $ (7) $ ---$ $ $ 2 ---- Foreign exchange instruments Spot...

  • Page 38
    ...1996, maturity dates for sold option contracts ranged from one to six months. The Company monitors its interest rate and foreign exchange positions daily based on applicable and commonly used pricing models. The correlation between the changes in the fair value of hedging instruments and the changes...

  • Page 39
    ...carrying amount of the convertible subordinated note is prior to consideration of the related issuance costs. The fair value of the ten-year unsecured notes is based on their listed market value as of September 27, 1996. The fair value of the convertible subordinated notes is based on estimates from...

  • Page 40
    ... collateral from its customers. The counterparties to the agreements relating to the Company's investments and foreign exchange and interest rate instruments consist of a number of major international financial institutions. To date, no such counterparty has failed to meet its financial obligations...

  • Page 41
    ... Payments to employees involuntarily terminated (C) $115 Payments on canceled or vacated facility leases (C) 26 Write-down of operating assets to be sold (N) 48 Payments on canceled contracts (C) 18 $207 Spending $(48) $(34) $ 33 (4) (7) (3) $(62) (7) 6 7 $(28) 15 47 22 $117 (C): Cash...

  • Page 42
    ...190 The foreign provision (benefit) for income taxes is based on foreign pretax earnings (loss) of approximately $(141) million, $572 million, and $474 million in 1996, 1995, and 1994, respectively. A substantial portion of the Company's cash, cash equivalents, and short-term investments is held by...

  • Page 43
    ... and development tax credit Indefinitely invested earnings of foreign subsidiaries Valuation allowance Other individually immaterial items Provision (benefit) for income taxes Effective tax rate The Internal Revenue Service ("IRS") has proposed federal income tax deficiencies for the years 1984...

  • Page 44
    ...their terms. Options may be granted under the 1990 Plan to employees, including officers and directors who are employees, at not less than the fair market value on the date of grant. These options generally become exercisable over a period of three years, based on continued employment, and generally...

  • Page 45
    ... through payroll deductions at a price equal to 85% of the lower of the fair market values as of the beginning and end of the offering period. Stock purchases under the Purchase Plan are limited to 10% of an employee's compensation, up to a maximum of $25,000 in any calendar year. As of September 27...

  • Page 46
    ..."Savings Plan") that qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the Savings Plan, participating U.S. employees may defer a portion of their pretax earnings, up to the Internal Revenue Service annual contribution limit ($9,500 for calendar year...

  • Page 47
    ... first amended complaint. LS Men's Clothing Defined Benefit Pension Fund v. Michael Spindler et al. In May 1996, an action was filed in the California Superior Court for Alameda County naming as defendants the Company and certain of its current and former officers and directors. The complaint seeks...

  • Page 48
    ... Maizes & Maizes v. Apple Computer, Inc. et al. Similar putative class actions have been filed in other California counties in which the Company was not named as a defendant. The complaints in all of these cases seek restitution in the form of refunds or product exchange, damages, punitive damages...

  • Page 49
    ... year's presentation. "Net sales to unaffiliated customers" is based on the location of the customers. Transfers between geographic areas are recorded at amounts generally above cost and in accordance with the rules and regulations of the respective governing tax authorities. Operating income (loss...

  • Page 50
    ... in Cork, Ireland; and Singapore. As a result, the Company is subject to risks associated with foreign operations, such as obtaining governmental permits and approvals, currency exchange fluctuations, currency restrictions, political instability, labor problems, trade restrictions, and changes...

  • Page 51
    ... quarterly cash dividends on its common stock in April 1987. The dividend policy is determined by the Board of Directors and is dependent on the Company's earnings, capital requirements financial condition and other factors. The Company suspended paying dividends on its common stock beginning...

  • Page 52
    Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Not applicable. 50

  • Page 53
    ... and related transactions is set forth in the Proxy Statement under the heading "Information About Apple Computer, Inc. - Director Compensation ", "Information About Apple Computer, Inc. - Arrangements with Executive Officers", and "Report of the Compensation Committee of the Board of Directors on...

  • Page 54
    ... Guaranty Trust Company of New York, as resigning trustee, and Citibank, N.A., as successor trustee. 4.3 4.3.1 96-S3/A Specimen Certificate of Common Stock of Apple Computer, Inc. (Incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-3 (file no. 33-62310...

  • Page 55
    4.4 94/2Q Officers' Certificate, without exhibits, pursuant to Section 301 of the Indenture, establishing the terms of the Company's 6 1/2% Notes due 2004. * Footnotes appear on page 56. 52

  • Page 56
    ...dated March 1, 1992. Form of Director Warrant. 1990 Stock Option Plan, as amended through September 9, 1996. Apple Computer, Inc. Employee Stock Purchase Plan, as amended through September 9, 1996. 1996 Senior / Executive Incentive Bonus Plan. Form of Indemnification Agreement between the Registrant...

  • Page 57
    February 26, 1996, between Registrant and George M. Scalise. * Footnotes appear on page 56. ** Represents a management contract or compensatory plan or arrangement. 53

  • Page 58
    ... Company and Tokyo Electric Co. Ltd. 10.B.7 91-8K-7 Know-how and Copyright License Agreement (Power PC Architecture) dated as of September 30, 1991 between IBM and the Registrant. 91-8K-8 Participation in the Customer Design Center by the Registrant dated as of September 30, 1991 between IBM and the...

  • Page 59
    10.B.11 91K Agreement dated October 9, 1991 between Apple Corps Limited and the Registrant. * Footnotes appear on page 56. ** Represents a management contract or compensatory plan or arrangement. 54

  • Page 60
    ... Number Notes* 10.B.12 92K Description Microprocessor Requirements Agreement dated January 31, 1992 between the Registrant and Motorola, Inc. Restructuring Agreement dated December 14, 1995, among Registrant, Taligent, Inc. and International Business Machines Corporation. Stock Purchase Agreement...

  • Page 61
    NOTES 88K Incorporated by reference to Exhibit 10.22 to the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 1988(the "1988 Form 10-K"). Incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (file no. 33-23317) filed July 27, 1988. ...

  • Page 62
    ...Plan, the 1993 Executive Restricted Stock Plan, and the Form of Director Warrant of Apple Computer, Inc. and Form S-3 No. 33-62310 and Form S-3/A No. 333-10961 in the related Prospectuses of our report dated October 14, 1996 with respect to the consolidated financial statements and schedule of Apple...

  • Page 63
    ... Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated: /s/ Gilbert F. Amelio GILBERT F. AMELIO Chairman and Chief Executive Officer (Principal Executive Officer), and Director December...

  • Page 64
    SCHEDULE II APPLE COMPUTER, INC. VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (In millions) Charged to Costs and Expenses Allowance for Doubtful Accounts: Year Ended September 27,1996 Year Ended September 29,1995 Year Ended September 30,1994 Beginning Balance Deductions (1) Ending Balance $87...

  • Page 65
    ... due 2004. Form of the Company's 6 1/2% Notes due 2004. Registration Rights Agreement, dated June 7, 1996 among the Company and Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated. 1981 Stock Option Plan, as amended. 1987 Executive Long Term Stock Option Plan. Apple Computer, Inc. Savings and...

  • Page 66
    ...(Continued) Exhibit Index Number 10.A.7 10.A.8 Notes (1) (1) Description 1996 Senior / Executive Incentive Bonus Plan. Form of Indemnification Agreement between the Registrant and each officer of the Registrant. 1993 Executive Restricted Stock Plan. Executive Severance Plan as amended and restated...

  • Page 67
    ... Customer Design Center by the Registrant dated as of September 30, 1991 between IBM and the Registrant. Agreement for Purchase of IBM Products (Original Equipment Manufacturer) dated as of September 30, 1991 between IBM and the Registrant. Agreement dated October 9, 1991 between Apple Corps Limited...

  • Page 68
    ... without limitation the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System), its Fair Market Value shall be the closing sales price for such stock or the closing bid if no sales were reported, as quoted on such system or exchange (or...

  • Page 69
    ... 12 of the Plan. (w) "Subsidiary" corporation has the meaning defined in Section 424(f) of the Code. In addition, the terms "Rule 16b-3" and "Applicable Laws", the term "Insiders", the term "Tax Date" and the terms "Change in Control" and "Change in Control Price", shall have the meanings set forth...

  • Page 70
    ... price of any Option or SAR to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option or SAR shall have declined since the date the Option or SAR was granted; (x) to authorize any person to execute on behalf of the Company any instrument required...

  • Page 71
    ...time of grant) and may consist of (i) cash, (ii) check, (iii) promissory note, (iv) other Shares which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (v) delivery of a properly executed exercise notice...

  • Page 72
    ...an SAR shall be valued at their Fair Market Value as of the date of exercise. (d) Rule 16b-3. SARs granted to persons who are subject to Section 16 of the Exchange Act ("Insiders") shall contain such additional restrictions as may be required to be contained in the plan or SAR agreement in order for...

  • Page 73
    ... by the shareholders of the Company, the number of Shares covered by each outstanding Option and SAR, and the number of Shares which have been authorized for issuance under the Plan but as to which no Options or SARs have yet been granted or which have been returned to the Plan upon cancellation...

  • Page 74
    ... Change in Control Price (as defined below) over (y) the exercise price of the Common Stock covered by the Option or SAR. The cash-out proceeds shall be paid to the Optionee or, in the event of death of an Optionee prior to payment, to the estate of the Optionee or to a person who acquired the right...

  • Page 75
    ... of the non-issuance or sale of such Shares as to which such requisite authority shall not have been obtained. 16. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements...

  • Page 76
    ...Employee" means any person, including an officer, who is customarily employed for at least twenty (20) hours per week and more than five (5) months in a calendar year by the Company or one of its Designated Subsidiaries. (g) "Plan" shall mean this Employee Stock Purchase Plan. (h) "Section 16 Person...

  • Page 77
    ... exceeds Twenty-Five Thousand Dollars ($25,000) of the fair market value of the shares (determined at the time such option is granted) for each calendar year in which such stock option is outstanding at any time. 4. Offering Dates. The Plan shall be implemented by one offering during each six-month...

  • Page 78
    ... or her death, to the person or persons entitled thereto under Section 14, and his or her option will be automatically terminated. (c) In the event an Employee fails to remain in the continuous employ of the Company or one of its Designated Subsidiaries for at least twenty (20) hours per week during...

  • Page 79
    ...Plan. Statements of account will be given to participating Employees semi-annually within a reasonable period of time following the stock purchase date, which statements will set forth the amounts of payroll deductions, the per share purchase price, the number of shares purchased, the amount of cash...

  • Page 80
    ... rights offerings or other increases or reductions of shares of its outstanding Common Stock, and in the event of the Company being consolidated with or merged into any other corporation. 19. Amendment and Termination of the Plan. (a) Amendment and Termination. The Board may at any time amend, alter...

  • Page 81
    ... the terms and conditions of the bonus plan then in effect. (c) Stock Options. In consideration of this Agreement, we will recommend to the Apple Computer, Inc. Board of Directors a stock option grant of 150,000 shares of Apple Computer, Inc. common stock. Each grant vests over a three year period...

  • Page 82
    ... given when delivered or mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the Apple Computer, Inc., 1 Infinite Loop, MS 75- 8A, Cupertino, California 95014, Attn.: George Scalise, Chief Administrative Officer, with a copy to the General Counsel of the...

  • Page 83
    ... you hereunder shall be subject to all applicable federal, state and local withholding taxes. (e) Source of Payments. All payments provided under this Agreement, other than payments made pursuant to a plan which provides otherwise, shall be paid in cash from the general funds of the Company, and no...

  • Page 84
    ... Years Ended September 27, September 29, 1996 1995 Primary Earnings (Loss) Per Share September 30, 1994 Net income(loss) Shares Weighted average number of common shares outstanding (in thousands) Adjustment for dilutive effect of outstanding stock options (in thousands) Weighted average number...

  • Page 85
    equivalent share ($6.59) $3.44 $2.61 78

  • Page 86
    ... Ireland Japan Apple Apple Apple Apple *Pursuant to Item 601(b)(21)(ii) of Regulation S-K, the names of other subsidiaries of Apple Computer, Inc. are omitted because, considered in the aggregate, they would not constitute a significant subsidiary as of the end of the year covered by this report...

  • Page 87
    ARTICLE 5 MULTIPLIER: 1,000,000 PERIOD TYPE: YEAR FISCAL YEAR END: SEP 27 1996 PERIOD END: SEP 27 1996 CASH: 1,552 SECURITIES: 193 RECEIVABLES: 1,587 ALLOWANCES: 91 INVENTORY: 662 CURRENT ASSETS: 4,515 PP&E: 1,348 DEPRECIATION: 750 TOTAL ASSETS: 5,364 CURRENT LIABILITIES: 2,003 BONDS: 949 COMMON: ...