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APPLE INC
FORM 10-K
(Annual Report)
Filed 12/05/97 for the Period Ending 09/26/97
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 12/05/97 for the Period Ending 09/26/97 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
    ... FROM TO COMMISSION FILE NUMBER 0-10030 APPLE COMPUTER, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA (STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) 1 Infinite Loop Cupertino, California (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 942404110 (I.R.S. EMPLOYER...

  • Page 3
    1997, based upon the closing price on the Nasdaq National Market reported for such date. Shares of Common Stock held by each executive officer and director and by each person who beneficially owns more than 5% of the outstanding Common Stock have been excluded in that such persons may under certain ...

  • Page 4
    ... RESULTS AND FINANCIAL CONDITION" UNDER PART II, ITEM 7 OF THIS ANNUAL REPORT ON FORM 10-K. ITEM 1. BUSINESS GENERAL Apple Computer, Inc. ("Apple" or the "Company") was incorporated under the laws of the State of California on January 3, 1977. The Company's principal executive offices are located at...

  • Page 5
    ... capturing, organizing and communicating information using built-in business software programs, including word processing, Internet e-mail and spreadsheet applications. The Apple eMate 300 integrates Newton technology in a mobile computer designed for use primarily in education. The eMate 300 allows...

  • Page 6
    .... The U.S. is part of the Apple Americas organization which focuses on the Company's sales, marketing, and support efforts in North and South America. Products sold in the western hemisphere are primarily manufactured in the Company's facilities in California and Singapore, and under contract by SCI...

  • Page 7
    ...'s operating results. The Company is obligated to purchase certain percentages of its total annual volumes of CPUs and logic boards from SCI over each of the next two years. Further discussion relating to availability and supply of components and product may be found in Part II, Item 7 of this Form...

  • Page 8
    ... the Company's future revenue or financial performance. WARRANTY The Company offers a parts and labor limited warranty on its hardware products. The warranty period is typically one year from the date of purchase by the end user. The Company also offers a 90-day warranty for Apple service parts used...

  • Page 9
    ... and Geographic Information," and in Part II, Item 7 of this Form 10-K under the subheading "Global Market Risks," included under the heading "Factors That May Affect Future Results and Financial Condition," which information is hereby incorporated by reference. Margins on sales of Apple products in...

  • Page 10
    ...the sale of the foregoing facilities. The Company continues to make investments in capital equipment as needed to meet anticipated demand for its products. Information regarding critical business operations that are located near major earthquake faults is set forth in Part II, Item 7 of this Form 10...

  • Page 11
    ... the symbol APCD. Options are traded on the Chicago Board Options Exchange and the American Stock Exchange. Information regarding the Company's high and low reported closing prices for its common stock and the number of shareholders of record is set forth in Part II, Item 8 of this Form 10-K under...

  • Page 12
    ... has no plans to renew its other Mac OS licensing agreements. The Company's future operating results and financial condition are dependent upon the Company's ability to successfully develop, manufacture, and market technologically innovative products in order to meet dynamic customer demand patterns...

  • Page 13
    ...publicity; the availability of thirdparty software for particular applications; and the impact on the Company's sales, market share and gross margins as a result of the Company winding down its Mac OS licensing program. RESULTS OF OPERATIONS 1997 CHANGE 1996 CHANGE 1995 TABULAR INFORMATION: DOLLARS...

  • Page 14
    ... in this Part II, Item 7 of Form 10-K under the subheading "Global Market Risks" included under the heading "Factors That May Affect Future Results and Financial Condition," which information is hereby incorporated by reference. Domestic net sales declined 24% in the fourth quarter of 1997 over the...

  • Page 15
    ... in this Part II, Item 7 of Form 10-K under the subheading "Global Market Risks" included under the heading "Factors That May Affect Future Results and Financial Condition," which information is hereby incorporated by reference. Domestic net sales increased 15% in the fourth quarter of 1997 compared...

  • Page 16
    ... change delivery schedules and order rates depending on changing market conditions. Unfilled orders (backlog) can be, and often are, canceled at will. The Company attempts to fill orders on the requested delivery schedules. However, products may be in relatively short supply from time to time until...

  • Page 17
    ... to fulfill all purchase orders of certain high-margin Power Macintosh product due to the unavailability of sufficient quantities of certain components, which were offset to varying degrees by sales of the Company's new operating system, Mac OS 8, during the fourth quarter of 1997. The gross margin...

  • Page 18
    ... certain quality problems in certain of the "Value" line of Power Macintosh products as well as PowerBook and peripheral products, covering both goods held in inventory and shipped goods. The Company also incurred greater warranty expenses per unit sold during 1996 compared with 1995. The decrease...

  • Page 19
    ...last two years, the Company's debt ratings have been downgraded to non-investment grade. The Company's cost of funds may increase as a result of the downgrading in the second quarter of 1997 of its senior and subordinated long-term debt to B3 and Caa2, respectively, by Moody's Investor Services, and...

  • Page 20
    ...banks and long-term debt, may be found in Part II, Item 8 of this Form 10-K in the Notes to Consolidated Financial Statements. PROVISION (BENEFIT) FOR INCOME TAXES As of September 26, 1997, the Company had deferred tax assets arising from deductible temporary differences, tax losses, and tax credits...

  • Page 21
    ... Power Macintosh products, and the introduction of Mac OS 8 in July 1997. 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...

  • Page 22
    ... major upgrades to the current Mac OS and later introduce a new operating system (code named "Rhapsody") which is expected to offer advanced functionality based on Apple and NeXT software technologies. However, the NeXT software technologies that the Company plans to use in the development of...

  • Page 23
    ... down of the licensing program will not result in the availability of fewer application software titles for the Mac OS, which may result in a decrease to the Company's sales, market share and gross margins. As a supplemental means of addressing the competition from Windows and other platforms, the...

  • Page 24
    ..., which includes Microsoft's agreement to develop and ship future versions of its Microsoft Office and Internet Explorer products and certain other Microsoft tools for the Mac OS, such relationship is for a limited term and does not cover many areas in which the Company competes with Microsoft...

  • Page 25
    ...to enter. Additional information regarding the Company's foreign exchange and interest rate risk management programs and the accounting thereon, may be found in Part II, Item 8 of this Form 10-K in the Notes to Consolidated Financial Statements. INVENTORY AND SUPPLY The Company makes a provision for...

  • Page 26
    ... customized to meet the Company's requirements. Such product supply constraints and corresponding increased costs could decrease the Company's net sales and adversely affect the Company's consolidated operating results and financial condition. The Company's ability to produce and market competitive...

  • Page 27
    ... the number of resellers and reducing returns, price protection and certain rebate programs, in an effort to reduce channel inventory, increase inventory turns, increase product support within the channel and improve gross margins. In addition, in November 1997 the Company opened its on-line store...

  • Page 28
    ... key employees. Failure to do so may have a significant effect on the Company's consolidated operating results and financial condition. OTHER FACTORS The Company is in the process of identifying operating and application software challenges related to the year 2000. While the Company expects to...

  • Page 29
    ... operating results and financial condition. The Company recently decided to replace its existing transaction systems in the U.S. (which include order management, product procurement, distribution, and finance) with a single integrated system as part of its ongoing effort to increase operational...

  • Page 30
    ...to obtain such financing, its liquidity, results of operations, and financial condition would be materially adversely affected. The Internal Revenue Service ("IRS") has proposed federal income tax deficiencies for the years 1984 through 1991, and the Company has made certain prepayments thereon. The...

  • Page 31
    ... of Shareholders' Equity for the three fiscal years ended September 26, 1997...Consolidated Statements of Cash Flows for the three fiscal years ended September 26, 1997...Notes to Consolidated Financial Statements...Selected Quarterly Financial Information (Unaudited)...Financial Statement Schedule...

  • Page 32
    ... the financial position of Apple Computer, Inc. and subsidiaries as of September 26, 1997, and the results of their operations and their cash flows for the year then ended in conformity with generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when...

  • Page 33
    .... In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Apple Computer, Inc. as of September 27, 1996, and the consolidated results of its operations and its cash flows for each of the two years in the...

  • Page 34
    ... benefits...Accrued marketing and distribution...Accrued warranty and related...Accrued restructuring costs...Other current liabilities...Total current liabilities...Long-term debt...Deferred tax liabilities...Commitments and contingencies Shareholders' equity: Series A non-voting convertible...

  • Page 35
    CONSOLIDATED STATEMENTS OF OPERATIONS (DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS) THREE FISCAL YEARS ENDED SEPTEMBER 26, 1997 Net sales...Costs and expenses: Cost of sales...Research and development...Selling, general and administrative...Special charges: In-process research and development......

  • Page 36
    ... September 29, 1995...Common stock issued under stock option and purchase plans, including related tax benefits...Cash dividends of $0.12 per common share...Accumulated translation adjustment...Change in unrealized gains (losses) on available-for-sale securities...Net loss...Balance as of September...

  • Page 37
    ... NeXT: Accounts receivable...Inventories...Deferred tax assets...Other current assets...Accounts payable...Accrued restructuring costs...Other current liabilities...Deferred tax liabilities...Cash generated by (used for) operating activities...Investing: Purchase of short-term investments...Proceeds...

  • Page 38
    ...related personal computing products for sale primarily to education, creative, home, business, and government customers. BASIS OF PRESENTATION The consolidated financial statements include the accounts of Apple Computer, Inc. and its subsidiaries (the Company). Intercompany accounts and transactions...

  • Page 39
    ... contracts accounted for as hedges against the available-for-sale securities. The cost of securities sold is based upon the specific identification method. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK In the ordinary course of business and as part of the Company's asset and liability management...

  • Page 40
    ... foreign exchange option contracts, in order to partially finance the purchase of these foreign exchange option contracts. In addition, the Company enters into other foreign exchange transactions, which are intended to reduce the costs associated with its foreign exchange risk management programs...

  • Page 41
    ... 1997, the Company has elected to follow Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related interpretations in accounting for its employee stock option plans. Under APB 25, if the exercise price of the Company's employee stock options equals...

  • Page 42
    ...first time the advertising takes place. EARNINGS (LOSS) PER SHARE Earnings (loss) per share is computed using the weighted average number of common shares outstanding and (in 1995 only) the dilutive effect of common stock options using the treasury stock method. Common stock options, the convertible...

  • Page 43
    ... 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 prevailing financial market information as of September 26, 1997...

  • Page 44
    ... as an accounting hedge. Interest rate collars limit the Company's exposure to fluctuations in short-term interest rates by locking in a range of interest rates. An interest rate collar is a no-cost structure that consists of a purchased option and a sold option. The Company receives a payment when...

  • Page 45
    ... September 26, 1997, 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...

  • Page 46
    ... does not believe that there is significant risk of nonperformance by these counterparties because the Company continually monitors its positions and the credit ratings of such counterparties, and limits the financial exposure and the number of agreements and contracts it enters into with any one...

  • Page 47
    ... in Redwood City, California, had developed, marketed and supported software that enables customers to implement business applications on the Internet/World Wide Web, intranets and enterprise-wide client/server networks. The total purchase price was $427 million and was comprised of cash payments of...

  • Page 48
    ... of those employee terminations; writing down certain land, buildings and equipment to be sold as a result of downsizing operations and outsourcing various operational functions; and canceling contracts for projects and technologies that are not central to the Company's core business strategy. The...

  • Page 49
    ...company which Apple had licensed to distribute Macintosh operating systems. In addition to the acquisition of certain assets such as PCC's customer database and the license to distribute Macintosh operating systems, the Company also has the right to retain certain key employees of PCC. The agreement...

  • Page 50
    ... increase in net deferred tax assets of $51 million in 1997 is primarily the result of reclassifying certain benefits of tax losses and credits from other current assets to deferred tax assets in the consolidated balance sheet. As of September 26, 1997, the Company had operating loss carryforwards...

  • Page 51
    ... converted into shares of Apple common stock at a conversion price of $16.50 per share and the shares can be converted at Microsoft's option at such price after August 5, 2000. Each share of preferred stock is entitled to receive, if and when declared by the Company's Board of Directors, a dividend...

  • Page 52
    ... exchanged and repriced under this program. In December 1996, the Board of Directors adopted an amendment to the 1990 Plan to increase the number of shares reserved for issuance by 1 million. The amendment was approved by the Company's shareholders in February 1997. 1997 EMPLOYEE STOCK OPTION PLAN...

  • Page 53
    ...fair value accounting provided for under FAS 123 requires use of option valuation models that were not developed for use in valuing employee stock options and employee stock purchase plan shares. Under APB 25, when the exercise price of the Company's employee stock options equals the market price of...

  • Page 54
    ... price equal to 85% of the lower of the fair market values as of the beginning and end of the six-month 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. In December 1996, the Board of Directors...

  • Page 55
    ... of the Board. SHAREHOLDER RIGHTS PLAN In May 1989, the Company adopted a shareholder rights plan and distributed a dividend of one right to purchase one share of common stock (a "Right") for each outstanding share of common stock of the Company. The Rights become exercisable in certain limited...

  • Page 56
    ...boards from SCI over each of the next two years. The Company has met these obligations through September 26, 1997, and believes it will meet them in the future. In addition, in the ordinary course of business, the Company has entered into agreements with vendors which obligate it to purchase product...

  • Page 57
    ... misrepresented or omitted material facts about the Company's operations and financial results, which plaintiff contends artificially inflated the price of the Company's stock. The case was transferred to the California Superior Court for Santa Clara County. In July 1997, the Court sustained the...

  • Page 58
    ... operations or cash flows could be materially affected in a particular period. The Company operates in one principal industry segment: the design, manufacture, and sale of personal computing products. The Company's products are sold primarily to the business, education, home, and government markets...

  • Page 59
    ...to the current 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...

  • Page 60
    ...those assets used in the Company's operations in each area. Corporate assets include cash and cash equivalents, short-term investments and equity securities. A large portion of the Company's revenue is derived from its international operations, and a majority of the products sold internationally are...

  • Page 61
    ...earnings for use in the operation of its business. The price range per common share represents the highest and lowest prices for the Company's common stock on the Nasdaq National Market during each quarter. Net loss for the fourth quarter of 1997 includes a $62 million charge to increase the Company...

  • Page 62
    SCHEDULE II APPLE COMPUTER, INC. VALUATION AND QUALIFYING ACCOUNTS AND RESERVES (IN MILLIONS) CHARGED TO COSTS AND EXPENSES 35 $ 28 $ 17 ALLOWANCE FOR DOUBTFUL ACCOUNTS Year Ended September 26, 1997...Year Ended September 27, 1996...Year Ended September 29, 1995... BEGINNING BALANCE 91 $ 87 $ 91...

  • Page 63
    ... WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Information regarding directors of the Registrant will be set forth in a Proxy Statement under Regulation 14A to be filed by the Company within 120 days of...

  • Page 64
    ... and Chief Executive Officer Dr. Gilbert F. Amelio. A Current Report on Form 8-K dated September 5, 1997 was filed by the Registrant with the Securities and Exchange Commission to report under Item 5 thereof the press releases issued to the public on September 2, 1997 regarding the agreement to...

  • Page 65
    ...3Q** 91K** 91K** 1981 Stock Option Plan, as amended. 1987 Executive Long Term Stock Option Plan. Apple Computer, Inc. Savings and Investment Plan, as amended and restated effective as of October 1, 1990. Amendment of Apple Computer, Inc. Savings and Investment Plan dated March 1, 1992. Amendment No...

  • Page 66
    ... G. Frederick Forsyth. Employment Agreement effective December 2, 1996, between Registrant and John B. Douglas III. Senior Officers Restricted Performance Share Plan, as amended through March 25, 1997. NeXT Computer, Inc. 1990 Stock Option Plan, as amended. Non-Employee Director Stock Plan. 10.A.15...

  • Page 67
    .... Retention Agreement dated May 1, 1997 between Registrant and Jon Rubinstein. Retention Agreement dated May 1, 1997 between Registrant and Avie Tevanian. 1997 Employee Stock Option Plan, as amended through November 5, 1997. Master OEM Agreement dated as of January 26, 1988 between the Company and...

  • Page 68
    ... Statement on Form 8-A filed with the Securities and Exchange Commission on May 26, 1989. Incorporated by reference to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 30, 1990. Incorporated by reference to the exhibit of that number in the Company's Annual...

  • Page 69
    ...to the exhibit of that number in the Company's Quarterly Report on Form 10-Q for the quarter ended March 28, 1997. Incorporated by reference to the exhibit of that number in the Company's Quarterly Report on Form 10-Q for the quarter ended June 27, 1997. (d) FINANCIAL STATEMENT SCHEDULE See Item 14...

  • Page 70
    ... all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute...

  • Page 71
    ...December 1, 1997) Article I OFFICES SECTION 1.1: PRINCIPAL OFFICE. The principal executive office for the transaction of the business of this corporation shall be 1 Infinite Loop, Cupertino, California 95014. The Board of Directors is hereby granted full power and authority to change the location of...

  • Page 72
    ...aggregate of 5% or more of the total number of shares at the time outstanding having the right to vote for such directors may call a special meeting of shareholders to be held to elect the entire Board of Directors. The term of office of any director shall terminate upon such election of a successor...

  • Page 73
    ... of the checks, drafts, notes, bills of exchange, contracts and other corporate instruments shall be executed. (g) To accept resignations of directors; to declare vacant the office of a director as provided in Section 2.6 hereof; and, in case of vacancy in the office of directors, to fill the same...

  • Page 74
    ... meeting or to receive the dividend, distribution or allotment of rights or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of this corporation after any record date fixed as aforesaid. The Board of Directors may close the books of this corporation...

  • Page 75
    ... in writing which have been authorized by the Board of Directors or which, in the judgment of the Chief Executive Officer, should be executed on behalf of this corporation; to sign certificates for shares of stock of this corporation; and, subject to the direction of the Board of Directors, to...

  • Page 76
    ... and duties of the Secretary are: (a) To keep a book of minutes at the principal executive office of this corporation, or such other place as the Board of Directors may order, of all meetings of its directors and shareholders with the time and place of holding, whether regular or special, and, if...

  • Page 77
    ... or by the holders of a majority of the outstanding shares of this corporation. (g) Generally to do and perform all such duties as pertain to such office and as may be required by the Board of Directors. Article VIII CHIEF FINANCIAL OFFICER SECTION 8.1: POWERS AND DUTIES. The powers and duties...

  • Page 78
    ... either may require, accounts of all transactions as Chief Financial Officer and of the financial condition of this corporation. (f) Generally to do and perform all such duties as pertain to such office and as may be required by the Board of Directors. Article VIIIA APPOINTED VICE PRESIDENTS, ETC...

  • Page 79
    ... the appointment of other committees of the Board of Directors or the members thereof. Article X MEETINGS OF SHAREHOLDERS SECTION 10.1: PLACE OF MEETINGS. Meetings (whether regular, special or adjourned) of the shareholders of this corporation shall be held at the principal executive office for the...

  • Page 80
    ... the case of the annual meeting, those matters which the Board of Directors, at the time of the mailing of the notice, intends to present for action by the shareholders, but any proper matter may be presented at the meeting for such action except that notice must be given or waived in writing of any...

  • Page 81
    ... mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of this corporation for a period of one year from the date of the giving of the notice to all other shareholders. SECTION 10.5: CONSENT TO SHAREHOLDERS' MEETINGS...

  • Page 82
    ... minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Within fourteen (14) days after receiving such written consent or consents from shareholders of the corporation, the Board of Directors...

  • Page 83
    ... of the employee and the period of employment contracted for, (5) a person designated by or under a close corporation shareholder agreement or a voting trust agreement. In addition, a proxy may be made irrevocable if it is given to secure the performance of a duty or to protect a title, either legal...

  • Page 84
    ... the shareholder to be timely must be so received not later than the close of business on the 10th day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. To be in proper written form a shareholder's notice to the Secretary shall set forth...

  • Page 85
    ... except that no such notice need be given if (l) the time and place of such meetings are fixed by the Board of Directors or (2) the Regular Annual Meeting is held at the principal place of business provided at Section 1.1 hereof and on the date specified in Section 10.2 hereof. SECTION 11.3: SPECIAL...

  • Page 86
    ... INSTRUMENTS IN WRITING. All checks, drafts, demands for money and notes of this corporation, and all written contracts of this corporation, shall be signed by such officer or officers, agent or agents, as the Board of Directors may from time to time designate. No officer, agent, or employee of this...

  • Page 87
    ..., at management's discretion, to any one month during such fiscal year. SECTION 12.8: OFFICER LOANS AND GUARANTIES. If the corporation has outstanding shares held of record by 100 or more persons on the date of approval by the Board of Directors, the corporation may make loans of money or property...

  • Page 88
    ... power of the Board of Directors to adopt, amend or repeal By-Laws. Article XV RESTRICTIONS ON TRANSFER OF STOCK SECTION 15.1: SUBSEQUENT AGREEMENT OR BY-LAW. If (a) any two or more shareholders of this corporation shall enter into any agreement abridging, limiting or restricting the rights of any...

  • Page 89
    ... Article XVI, an "employee" or "agent" of the corporation (other than a director or officer) includes any person (i) who is or was an employee or agent of the corporation, (ii) who is or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint...

  • Page 90
    ... Incorporation of the Corporation provide for a class of shares known as Preferred Stock, issuable from time to time in one or more series; and WHEREAS, the Board of Directors of the Corporation is authorized within the limitations and restrictions stated in the Restated Articles of Incorporation to...

  • Page 91
    ...at the time legally available therefor, a dividend at the rate of 3% of the Original Issue Price per share per annum, payable in preference and priority to any payment of any dividend on Common Stock of the Corporation. If, in any twelve month period, the Board of Directors declares dividends on the...

  • Page 92
    ... which the Common Stock is exchanged for or changed into other shares or securities, money and/or any other property, then in any such case the Series A Preferred Stock shall at the same time be either, at the option of the Corporation, (a) similarly exchanged or changed into preferred shares of the...

  • Page 93
    ... by the closing price of one share of the Corporation's Common Stock on the trading day prior to conversion, if such price is available. If such price is not available, this Corporation shall pay cash for fractional shares equal to such fraction multiplied by the fair market value of one share of...

  • Page 94
    ... by the Board of Directors of the Corporation. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of shares of Series A Preferred Stock of each holder at the time converting into Common Stock and the number of shares of Common...

  • Page 95
    ... each declares under penalty of perjury that the matters set out in the foregoing certificate are true of his own knowledge, and the undersigned have executed this certificate at Cupertino, California as of the 5th day of August, 1997. /s/ John B. Douglas, III John B. Douglas, III Senior Vice...

  • Page 96
    EXHIBIT 4.10 REGISTRATION RIGHTS AGREEMENT DATED AS OF AUGUST 11, 1997 BETWEEN APPLE COMPUTER, INC. AND MICROSOFT CORPORATION

  • Page 97
    ... PAGE ---Demand Registration...1 Obligations of the Company ...2 Expenses ...6 Indemnification and Contribution ...7 Notices...9 Governing Law...10 Entire Agreement; Amendments ...10 Successors and Assigns ...10 Severability ...11 Termination of Company Obligation...11 No Transfer or Assignment...

  • Page 98
    ... day of August, 1997, between Apple Computer, Inc., a California corporation (the "COMPANY"), and Microsoft Corporation, a Washington corporation (the "PURCHASER"). WHEREAS, the Purchaser intends to purchase shares of Preferred Stock, no par value, of the Company pursuant to the terms and conditions...

  • Page 99
    ...require disclosure of material information the Company has a valid business purpose of retaining as confidential, the Company shall be entitled to postpone filing or suspend the use by the Purchaser of the registration statement, as the case may be, for a reasonable period of time, but not in excess...

  • Page 100
    ... (i) any registration statement and any amendment thereto and any prospectus forming part thereof and any amendment or supplement thereto (and each report or other document incorporated therein by reference) complies in all material respects with the Securities Act and the Securities Exchange Act of...

  • Page 101
    ... of the Securities Act, as the Purchaser may reasonably request in order to effect the offering and sale of the shares of Subject Stock to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current, and the...

  • Page 102
    ... Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters) addressed to Purchaser and the underwriters, if any, covering such matters as are customarily covered in opinions requested in underwritten offerings...

  • Page 103
    ... statement hereunder. (d) With a view to making available the benefits of certain rules and regulations of the SEC which may at any time permit the sale of the Subject Stock to the public without registration, the Company agrees to: (e) Make and keep public information available, as those terms...

  • Page 104
    ... during which the Company shall be required to keep the registration statement to which such prospectus relates current pursuant to the terms of this Agreement, or the omission or alleged omission to state therein (if so used) a material fact necessary in order to make the statements therein, in the...

  • Page 105
    ...information furnished in writing to the Company by the Purchaser specifically for use in connection with the preparation of such registration statement... parties although applicable in accordance with its terms, the Company and Purchaser shall contribute to the aggregate losses, liabilities, claims...

  • Page 106
    ... Company and Purchaser under this Section 4 shall survive the completion of any offering of Subject Stock in a registration statement. 5. NOTICES. Any notice or other communication given under this Agreement shall be sufficient if in writing and sent by registered or certified mail, return receipt...

  • Page 107
    ... 650 Page Mill Road Palo Alto, CA 94306 (b) if to the Purchaser, to it at: Microsoft Corporation One Microsoft Way Building 8 North Office 2211 Redmond, WA 98052 Attn: Attention: Chief Financial Officer with a copy addressed as set forth above but to the attention of Senior Vice President, Law and...

  • Page 108
    ... of the date of this Agreement or (b) such time as, in the written opinion of counsel to the Company, the Purchaser is able to sell all of its Common Stock without registration under the Securities Act or any successor provision thereto during any single three-month period. 11. NO TRANSFER OR...

  • Page 109
    ... this Agreement to be executed by their respective authorized officers as of the date set forth above. APPLE COMPUTER, INC. By: /s/ John B. Douglas, III John B. Douglas, III Senior Vice President Name: Title: MICROSOFT CORPORATION By: /s/ Greg Maffei Greg Maffei Chief Financial Officer...

  • Page 110
    ... the substantial increase in corporate litigation in general, subjecting officers and directors to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely limited; WHEREAS, Indemnitee does not regard the current protection available as...

  • Page 111
    any action or inaction on the part of Indemnitee while a director, officer, employee or agent or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other ...

  • Page 112
    ... by statute. In the event of any change, after the date of this Agreement, in any applicable law, statute or rule which expands the right of a California corporation to indemnify a member of its or a Subsidiary's board of directors or an officer, such changes shall be, IPSO FACTO, within the purview...

  • Page 113
    ... the Securities and Exchange Commission to submit the question of indemnification to a court in certain circumstances for a determination of the Company's right under public policy to indemnify Indemnitee. 6. DIRECTORS' AND OFFICERS' LIABILITY INSURANCE. The Company shall, from time to time, make...

  • Page 114
    ... as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, at the time such act or omission occurred. (b) The Company's obligations under this Agreement shall continuously, irrevocably and perpetually cover Indemnitee's covered acts and...

  • Page 115
    ... prepaid, on the fifth business day after the date postmarked, or (iii) if sent by confirmed telex or facsimile, on the date sent. Notices shall be addressed as follows: (a) if to the Company: Apple Computer, Inc. 1 Infinite Loop, Mail Stop 75-8A Cupertino, California 95014 Telephone: (408) 996...

  • Page 116
    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. APPLE COMPUTER, INC. By: Nancy R. Heinen Sr. Vice President, General Counsel and Secretary AGREED TO AND ACCEPTED: INDEMNITEE: (name) Address: 7

  • Page 117
    ... to receive your base salary (at the annual rate in effect immediately prior to the Effective Date) and to participate in the Company's Employee Stock Purchase Plan and all pension and welfare plans (including but not limited to the 401(k) Plan) in accordance with the terms and provisions applicable...

  • Page 118
    ... Dollars ($1,000,000), less applicable withholding taxes, representing the Component B Bonus (as defined in the Employment Agreement) for the fiscal year of the Company ending September 27, 1997 (the "1997 Fiscal Year"). (c) You acknowledge that, as of the Director and Officer Resignation Date...

  • Page 119
    ... not, at any time, directly or indirectly divulge or disclose to any person, firm, association or corporation, or use for your own benefit, gain or otherwise, any confidential or proprietary plans, products, customer lists, trade secrets, technical or business materials, or information of any of the...

  • Page 120
    ... this Agreement and delivering one such copy to the Company by no later than 5:00 p.m. (Pacific time) on September 26, 1997. This offer shall expire without further action by the Company if a signed and dated counterpart of this Agreement is not returned to the Company by the time and date set forth...

  • Page 121
    ...matter addressed by this Resignation Agreement, the parties will first attempt to resolve the dispute through confidential mediation to be conducted in San Francisco by a member of the firm of Gregorio, Haldeman & Piazza, Mediated Negotiations, 625 Market Street, Suite 400, San Francisco, California...

  • Page 122
    ...the line below constitutes your agreement with each provision contained herein. Apple Computer, Inc. By: /s/ John B. Douglas III John B. Douglas III Senior Vice President, General Counsel and Secretary I UNDERSTAND AND AGREE WITH THE ABOVE: /s/ Gilbert F. Amelio Gilbert F. Amelio Dated: September...

  • Page 123
    ...of the Company. In order to induce you to remain in the employ of the Company, the Company has determined to enter into this letter agreement (this "AGREEMENT") which addresses the terms and conditions of your employment in the event of a change in control of the Company. Capitalized words which are...

  • Page 124
    ...each long-term incentive plan or arrangement established by the Company for its executive employees, in accordance with the terms and provisions of such plan or arrangement and at a level consistent with the Company's practices applicable to you prior to the Change in Control Date. (d) BENEFITS. You...

  • Page 125
    ... your resignation for Good Reason, the Date of Termination shall be ten (10) days after the date your Notice of Termination is received by the Company. The Date of Termination for a resignation of employment other than for Good Reason shall be the date set forth in the applicable notice, which shall...

  • Page 126
    ...an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on your federal income tax return. Any determination by the Accounting Firm shall be binding upon you and the Company. If the initial Gross-Up Payment is insufficient to cover the...

  • Page 127
    ...related to the claim shall be limited to the issues related to the Gross-Up Payment and you shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify you in writing prior to the end of...

  • Page 128
    ... and become exercisable as of such date. (b) EFFECT OF 30-DAY ALTERNATIVE. In accordance with the terms of the Equity Plans, upon an Equity Plan Change in Control, Equity Awards which are options or stock appreciation rights are "cashed out," unless the Administrator in its discretion determines not...

  • Page 129
    ... be made within 5 days following the determination by the Administrator of the Change in Control Price. (c) GENERAL. Anything in this Agreement to the contrary notwithstanding, in no event shall the vesting and exercisability provisions applicable to you under the terms of your Equity Awards be less...

  • Page 130
    ... agreement between you and the Company. To the extent reasonably practicable, one such accounting firm shall be designated to perform the calculations in respect of the Combined Arrangements. "ADMINISTRATOR" shall mean the "Administrator" as defined in the applicable Equity Plan or, if no such term...

  • Page 131
    ... outstanding securities entitled to vote in the election of directors of the Company; (ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constituted the Board and any new directors...

  • Page 132
    ...the Administrator is required under the terms of the applicable Equity Plan to determine such price as of such date. "COMBINED ARRANGEMENTS" shall mean this Agreement, the Retention Agreements entered into as of the date first set forth above between the Company and certain of its executive officers...

  • Page 133
    ... writing to the Company and to you shall be final and conclusive for all purposes of this Agreement. "ELTSOP" shall mean the Apple Computer, Inc. 1987 Executive Long Term Stock Option Plan, as amended, and any successor plan thereto. "EQUITY AWARDS" shall mean options, restricted stock, bonus stock...

  • Page 134
    ... any time you do not have regular direct access to the chief executive officer of the Company (or the Surviving Entity) or (D) any similar adverse change on or after the Change in Control Date in your title, position or reporting responsibilities; (ii) A reduction by the Company in your annual base...

  • Page 135
    ... of employment with the Company and its subsidiaries during the Term for Good Reason. "LIMIT" shall mean the dollar amount determined in accordance with the formula [A x B x C], where A equals 0.02; B equals the number of issued and outstanding shares of Common Stock of the Company immediately...

  • Page 136
    14 highest closing sale price (or closing bid price, if no sales are reported) of a share of Common Stock, or (B) if the Common Stock is regularly quoted on the NASDAQ System (but not on a national market system) or quoted by a recognized securities dealer but selling prices are not reported, the ...

  • Page 137
    ... States registered mail, return receipt requested, postage prepaid, addressed to the Board of Directors, Apple Computer, Inc., 1 Infinite Loop, M/S: 381, Cupertino, CA 95014, with a copy to the General Counsel of the Company, or to you at the address set forth on the first page of this Agreement or...

  • Page 138
    ... sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject. Sincerely, APPLE COMPUTER, INC. By: /s/ Gilbert F. Amelio Name: Gilbert F. Amelio Title: Chief Executive Officer...

  • Page 139
    ...of the Company. In order to induce you to remain in the employ of the Company, the Company has determined to enter into this letter agreement (this "AGREEMENT") which addresses the terms and conditions of your employment in the event of a change in control of the Company. Capitalized words which are...

  • Page 140
    ...each long-term incentive plan or arrangement established by the Company for its executive employees, in accordance with the terms and provisions of such plan or arrangement and at a level consistent with the Company's practices applicable to you prior to the Change in Control Date. (d) BENEFITS. You...

  • Page 141
    ... your resignation for Good Reason, the Date of Termination shall be ten (10) days after the date your Notice of Termination is received by the Company. The Date of Termination for a resignation of employment other than for Good Reason shall be the date set forth in the applicable notice, which shall...

  • Page 142
    ...an opinion that the Accounting Firm has substantial authority under the Code and Regulations not to report an Excise Tax on your federal income tax return. Any determination by the Accounting Firm shall be binding upon you and the Company. If the initial Gross-Up Payment is insufficient to cover the...

  • Page 143
    ...related to the claim shall be limited to the issues related to the Gross-Up Payment and you shall be entitled to settle or contest, as the case may be, any other issues raised by the Internal Revenue Service or other taxing authority. If the Company does not notify you in writing prior to the end of...

  • Page 144
    ... and become exercisable as of such date. (b) EFFECT OF 30-DAY ALTERNATIVE. In accordance with the terms of the Equity Plans, upon an Equity Plan Change in Control, Equity Awards which are options or stock appreciation rights are "cashed out," unless the Administrator in its discretion determines not...

  • Page 145
    ... the Company shall pay you the Additional Amount as if your employment had continued through the date of the Equity Plan Change in Control. In either case, the payment of the Additional Amount shall be made within 5 days following the determination by the Administrator of the Change in Control Price...

  • Page 146
    ... agreement between you and the Company. To the extent reasonably practicable, one such accounting firm shall be designated to perform the calculations in respect of the Combined Arrangements. "ADMINISTRATOR" shall mean the "Administrator" as defined in the applicable Equity Plan or, if no such term...

  • Page 147
    ... outstanding securities entitled to vote in the election of directors of the Company; (ii) during any period of two (2) consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constituted the Board and any new directors...

  • Page 148
    ...the Administrator is required under the terms of the applicable Equity Plan to determine such price as of such date. "COMBINED ARRANGEMENTS" shall mean this Agreement, the Retention Agreements entered into as of the date first set forth above between the Company and certain of its executive officers...

  • Page 149
    ... writing to the Company and to you shall be final and conclusive for all purposes of this Agreement. "ELTSOP" shall mean the Apple Computer, Inc. 1987 Executive Long Term Stock Option Plan, as amended, and any successor plan thereto. "EQUITY AWARDS" shall mean options, restricted stock, bonus stock...

  • Page 150
    ... any time you do not have regular direct access to the chief executive officer of the Company (or the Surviving Entity) or (D) any similar adverse change on or after the Change in Control Date in your title, position or reporting responsibilities; (ii) A reduction by the Company in your annual base...

  • Page 151
    ...listed on any established stock exchange or national market system (including, without limitation, the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation ("NASDAQ") System), the highest closing sale price (or closing bid price, if no sales are reported...

  • Page 152
    ... must be taken into account under the Code and Regulations as a result of (A) the acceleration of the vesting of any option, restricted stock or other equity award granted under the Equity Plans or otherwise, (B) the acceleration of the time at which any payment or benefit is receivable by you or...

  • Page 153
    ... States registered mail, return receipt requested, postage prepaid, addressed to the Board of Directors, Apple Computer, Inc., 1 Infinite Loop, M/S: 381, Cupertino, CA 95014, with a copy to the General Counsel of the Company, or to you at the address set forth on the first page of this Agreement or...

  • Page 154
    ... sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our agreement on this subject. Sincerely, APPLE COMPUTER, INC. By: /s/ Gilbert F. Amelio Name: Gilbert F. Amelio Title: Chief Executive Officer...

  • Page 155
    ...under the terms of the respective Company policy for such leave; or (ii) in the case of transfers between locations of the Company or between the Company, its Subsidiaries, its successor or its Affiliated Companies. "DIRECTOR" means a member of the Board. "EMPLOYEE" means any person, employed by and...

  • Page 156
    ...Stock is listed on any established stock exchange or a national market system (including 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...

  • Page 157
    ... Inc. 1997 Employee Stock Option Plan. "SAR" means a stock appreciation right granted pursuant to Section 9 below. "SECTION 3 LIMIT" shall have the meaning set forth in Section 3 of the Plan. "SHARE" means a share of the Common Stock, as adjusted in accordance with Section 12 of the Plan. "SIXTY-DAY...

  • Page 158
    ... to time, authorize the Company, with the consent of the respective recipients, to issue new Options or Options in exchange for the surrender and cancellation of any or all outstanding Options, other options, SARs or other stock appreciation rights. Neither the Plan nor any Option or SAR agreement...

  • Page 159
    ... Optionee shall receive in exchange from the Company an amount equal to the excess of (x) the Fair Market Value on the date of exercise of the SAR of the Common Stock covered by the surrendered portion of the related Option over (y) the exercise price of the Common Stock covered by the surrendered...

  • Page 160
    ... Fair Market Value as of the date of exercise. 10. METHOD OF EXERCISE. (a) PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option or SAR granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator and as shall be permissible under the terms...

  • Page 161
    ...the Plan upon cancellation or expiration of an Option or SAR, as well as the price per Share covered by each such outstanding Option or SAR, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend...

  • Page 162
    ...", as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, a Subsidiary or a Company employee benefit plan, including any trustee of such plan acting as trustee) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or...

  • Page 163
    ... in respect 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...

  • Page 164
    EXHIBIT 10.B.17 PREFERRED STOCK PURCHASE AGREEMENT DATED AS OF AUGUST 5, 1997 BETWEEN APPLE COMPUTER, INC. AND MICROSOFT CORPORATION

  • Page 165
    ... 1 - Agreement to Purchase and Sell Preferred Stock ...1 1.1 1.2 Agreement to Purchase and Sell Preferred Stock...1 Per Share Purchase and Conversion Prices...1 SECTION 2 - Closing Date; Delivery ...1 2.1 2.2 Closing Date...2 Delivery...2 SECTION 3 - Representations and Warranties of the Company...

  • Page 166
    SECTION 6 - Conditions to Obligation of the Company...7 6.1 6.2 6.3 6.4 6.5 6.6 Representations and Warranties...Covenants ...No Order Pending...No Law Prohibiting or Restricting the Sale of The Purchaser ...Patent Cross License Agreement and Technology ...the Shares...Agreement ...7 7 7 7 7 8 ...

  • Page 167
    ... desires to purchase from the Company, shares of the Company's Series A Non-Voting Convertible Preferred Stock, no par value (the "Preferred Stock") convertible into the Company's Common Stock, no par value (the "Common Stock"), on the terms and conditions set forth in this Agreement; NOW, THEREFORE...

  • Page 168
    ... to as the "Closing Date"). 2.2 DELIVERY. At the Closing, the Company will deliver to the Purchaser a certificate or certificates representing the Shares against payment of the aggregate purchase price of $150,000,000 by wire transfer of immediately available funds to an account designated by the...

  • Page 169
    ... contemplated under said Agreements. 3.4 SEC DOCUMENTS. The Company has filed all required reports, schedules, forms, statements and other documents with the Securities and Exchange Commission (the "SEC") since December 31, 1995 (the "SEC Documents"). As of their respective dates, the SEC Documents...

  • Page 170
    ... present the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operation and cashflows (or changes in financial position prior to the approval of Financial Accounting Standards Boards Statement of Financial...

  • Page 171
    ... Shares to be purchased by the Purchaser under this Agreement. The Purchaser further has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of the Shares and to obtain additional information necessary to verify any information...

  • Page 172
    ..., as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act. The Purchaser understands that the Company is under no obligation to register any of the Shares sold hereunder except as provided in the Registration Rights Agreement. SECTION 5 CONDITIONS TO...

  • Page 173
    ... as of the Closing Date. The Company shall have received a certificate signed on behalf of the Purchaser by an officer of the Purchaser to such effect on the Closing Date. 6.2 COVENANTS. All covenants, agreements and conditions contained in this Agreement to be performed by the Purchaser on or prior...

  • Page 174
    ... RIGHT OF FIRST REFUSAL. Prior to making any sale or transfer of the Shares (other than a sale or transfer registered under the Securities Act or pursuant to Rule 144, or a sale or transfer of that number of Shares representing less than three percent (3%) of the Company's outstanding Common Stock...

  • Page 175
    ... (a) The Purchaser shall give notice (the "Tender Notice") to the Company in writing of such intention no later than 10 calendar days prior to the latest time by which Shares must be tendered in order to be accepted pursuant to such offer or to qualify for any proration applicable to such offer (the...

  • Page 176
    ...of three years from the date of this Agreement, the Purchaser shall not, directly or indirectly, sell, transfer, pledge or hypothecate any Shares (or shares of Common Stock received upon the conversion of the Shares) owned by it except (i) to the Company or any person or group approved in writing by...

  • Page 177
    ... of the Company as to the Purchaser's general plans to acquire shares of Common Stock, or rights thereto, reasonably in advance of any such acquisitions. All of the Purchaser's purchases of Common Stock shall be in compliance with applicable laws and regulations and the provisions of this Agreement...

  • Page 178
    ..., (iii) an appointment of a receiver or trustee for all or substantially all of the assets of the Company, (iv) a public admission in writing of the Company's inability to pay its debts as they come due, or (v) the adoption of a plan of liquidation or dissolution by the Board of Directors of the...

  • Page 179
    ... terms of this Agreement shall be in writing and shall be deemed to have been duly given: (i) on the date of delivery if delivered by hand, (ii) upon the third day after such notice is (a) deposited in the United States mail, if mailed by registered or certified mail, postage prepaid, return receipt...

  • Page 180
    (b) if to the Purchaser, to it at: Microsoft Corporation One Microsoft Way Building 8 North Office 2211 Redmond, WA 98052 Attention: Chief Financial Officer with a copy addressed as set forth above but to the attention of Senior Vice President, Law and Corporate Affairs, with a copy to: Richard B. ...

  • Page 181
    9.11 INITIAL PUBLIC ANNOUNCEMENT. The Company and the Purchaser shall agree on the form and content of the initial public announcement which shall be made concerning this Agreement, the Patent Cross License Agreement and the Technology Agreement and the transactions contemplated hereby and thereby, ...

  • Page 182
    ...caused this Agreement to be executed by their respective authorized officers as of the date set forth above. APPLE COMPUTER, INC. By: /s/ John B. Douglas, III Name: John B. Douglas, III Senior Vice President Title: MICROSOFT CORPORATION By: /s/ Greg Maffei Title: Chief Financial Officer 16

  • Page 183
    ... 29, 1997 1996 1995 PRIMARY EARNINGS (LOSS) PER SHARE 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 of common and common equivalent shares used for...

  • Page 184
    ... Limited Apple Japan, Inc. Claris (Ireland) Limited * 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...

  • Page 185
    ... statements of operations, shareholders' equity, and cash flows for the year then ended, and the related schedule, which report appears in the September 26, 1997 annual report on Form 10-K of Apple Computer, Inc. /s/ KPMG PEAT MARWICK LLP KPMG Peat Marwick LLP San Jose, California December 4, 1997

  • Page 186
    ... of our report dated October 14, 1996 with respect to the consolidated financial statements and schedule of Apple Computer, Inc. included in this Annual Report (Form 10-K) for the year ended September 26, 1997. /s/ ERNST & YOUNG LLP Ernst & Young LLP San Jose, California December 4, 1997

  • Page 187
    ... FISCAL YEAR END PERIOD END CASH SECURITIES RECEIVABLES ALLOWANCES INVENTORY CURRENT ASSETS PP&E DEPRECIATION TOTAL ASSETS CURRENT LIABILITIES BONDS PREFERRED MANDATORY PREFERRED COMMON OTHER SE TOTAL LIABILITY AND EQUITY SALES TOTAL REVENUES CGS TOTAL COSTS OTHER EXPENSES LOSS PROVISION INTEREST...