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Submission of Matters to a Vote of Security Holders The annual meeting of shareholders was held on April 27, 2006.
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Proposals 1 and 2 were approved.
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Proposal 3 was not approved.
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The results are as follows: Proposal The following directors were elected at the meeting to serve a one-year term as directors: Proposal Ratification of appointment of KPMG LLP as the Company’s independent auditors for fiscal year 2006.
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Proposal A shareholder proposal requesting that the Board of Directors prepare a report studying ways to improve its computer recycling programs.
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The proposals above are described in detail in the Company’s definitive proxy statement dated March 13, 2006, for the Annual Meeting of Shareholders held on April 27, 2006.
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Item 6.
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Exhibits (a) Index to Exhibits Incorporated by Reference Exhibit Number Exhibit Description Form Filing Date/ Period End Date Filed Herewith 3.1 Restated Articles of Incorporation, filed with the Secretary of State of the State of California on January 27, 1988.
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S-3 7/27/88 3.2 Amendment to Restated Articles of Incorporation, filed with the Secretary of State of the State of California on May 4, 2000.
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10-Q 5/11/00 3.3 By-Laws of the Company, as amended through June 7, 2004.
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10-Q 6/26/04 3.4 Certificate of Amendment to Restated Articles of Incorporation, as amended, filed with the Secretary of State of the State of California on February 25, 2005.
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10-Q 3/26/05 4.2 Indenture dated as of February 1, 1994, between the Company and Morgan Guaranty Trust Company of New York.
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10-Q 4/01/94 4.3 Supplemental Indenture dated as of February 1, 1994, among the Company, Morgan Guaranty Trust Company of New York, as resigning trustee, and Citibank, N.A., as successor trustee.
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10-Q 4/01/94 4.5 Form of the Company’s 6 1/2% Notes due 2004.
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10-Q 4/01/94 4.8 Registration Rights Agreement, dated June 7, 1996 among the Company and Goldman, Sachs & Co. and Morgan Stanley & Co.
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Incorporated.
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S-3 8/28/96 4.9 Certificate of Determination of Preferences of Series A Non-Voting Convertible Preferred Stock of Apple Computer, Inc. 10-K 9/26/97 10.A.3 Apple Computer, Inc. Savings and Investment Plan, as amended and restated effective as of October 1, 1990.
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10-K 9/27/91 10.A.3-1 Amendment of Apple Computer, Inc. Savings and Investment Plan dated March 1, 1992.
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10-K 9/25/92 10.A.3-2 Amendment No.
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2 to the Apple Computer, Inc. Savings and Investment Plan.
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10-Q 3/28/97 10.A.5 1990 Stock Option Plan, as amended through November 5, 1997.
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10-Q 12/26/97 10.A.6 Apple Computer, Inc.
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Employee Stock Purchase Plan, as amended through April 21, 2005.
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10-Q 3/26/05 10.A.8 Form of Indemnification Agreement between the Registrant and each officer of the Registrant.
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10-K 9/26/97 10.A.43 NeXT Computer, Inc. 1990 Stock Option Plan, as amended.
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S-8 3/21/97 10.A.49 1997 Employee Stock Option Plan, as amended through October 19, 2001.
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10-K 9/28/02 10.A.50 1997 Director Stock Option Plan.
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10-Q 3/27/98 10.A.51 2003 Employee Stock Plan, as amended through November 9, 2005.
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10-K 9/24/05 10.A.52 Reimbursement Agreement dated as of May 25, 2001 by and between the Registrant and Steven P. Jobs.
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10-Q 6/29/02 10.A.53 Option Cancellation and Restricted Stock Award Agreement dated as of March 19, 2003 by and between The Registrant and Steven P. Jobs.
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10-Q 6/28/03 10.A.54 Form of Restricted Stock Unit Award Agreement.
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10-Q 3/27/04 10.A.54-1 Alternative Form of Restricted Stock Unit Award Agreement.
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10-K 9/24/05 10.A.55 Apple Computer, Inc.
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Performance Bonus Plan dated April 21, 2005.
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10-Q 3/26/05 10.A.56 Form of Election to Satisfy Tax Withholding with Stock.
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8-K 8/15/05 10.A.57 Form of Option Agreements.
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10-K 9/24/05 10.B.18* Custom Sales Agreement effective October 21, 2002 between the Registrant and International Business Machines Corporation.
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10-K 9/27/03 10.B.19* Purchase Agreement effective August 10, 2005 between the Registrant and Freescale Semiconductor, Inc. 10-K 9/24/05 14.1 Code of Ethics of the Company.
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10-K 9/27/03 31.1 Rule13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
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X 31.2 Rule13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
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X 32.1 Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
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X * Confidential treatment requested as to certain portion of this exhibit.
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SIGNATURE 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.
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May 4, 2006 APPLE COMPUTER, INC. By: /s/ Peter Oppenheimer Peter Oppenheimer Senior Vice President and Chief Financial Officer
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10-Q a03-2128_110q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 28, 2003 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SE...
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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) (I.R.S.
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Employer Identification No.)
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Infinite Loop Cupertino, California (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (408) 996-1010 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...
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Yes ý No o Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
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Yes ý No o 362,500,925 shares of Common Stock Issued and Outstanding as of August 1, 2003 PART I.
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FINANCIAL INFORMATION Item 1.
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Financial Statements APPLE COMPUTER, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (in millions, except share and per share amounts) See accompanying notes to condensed consolidated financial statements.
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APPLE COMPUTER, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (in millions, except share amounts) See accompanying notes to condensed consolidated financial statements.
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APPLE COMPUTER, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (in millions) See accompanying notes to condensed consolidated financial statements.
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APPLE COMPUTER, INC. Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1 - Summary of Significant Accounting Policies Apple Computer, Inc. and its subsidiaries (the Company) designs, manufactures, and markets personal computers and related personal computing and communicating solutions for sale prim...
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Basis of Presentation and Preparation The accompanying condensed consolidated financial statements include the accounts of the Company.
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Intercompany accounts and transactions have been eliminated.
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The preparation of these condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes.
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Actual results could differ materially from those estimates.
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Interim information is unaudited; however, in the opinion of the Company’s management, all adjustments of a normal recurring nature necessary for a fair statement of interim periods presented have been included.
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The results for interim periods are not necessarily indicative of results to be expected for the entire year.
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These condensed consolidated financial statements and accompanying notes should be read in conjunction with the Company’s annual consolidated financial statements and the notes thereto for the fiscal year ended September 28, 2002, included in its Annual Report on Form 10-K for the year ended September 28, 2002 (the 200...
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Unless otherwise stated, references to particular years or quarters refer to the Company’s fiscal years ended in September and the associated quarters of those fiscal years.
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Accounting for Asset Retirement Obligations On September 29, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No.
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143, Accounting for Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs.
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The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or normal use of the assets.
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SFAS No.
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143 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.
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The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset.
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All of the Company’s existing asset retirement obligations are associated with commitments to return property subject to operating leases to original condition upon lease termination.
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The Company estimated that as of September 29, 2002, gross expected future cash flows of $9.5 million would be required to fulfill these obligations.
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As of the date of adoption, the Company recorded a $6 million long-term asset retirement liability and a corresponding increase in leasehold improvements.
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This amount represents the present value of expected future cash flows associated with returning certain of the Company’s leased properties to original condition.
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The difference between the gross expected future cash flow of $9.5 million and its present value at September 29, 2002, of $6 million will be accreted over the life of the related leases as an operating expense.
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Net of the related income tax effect of approximately $1 million, adoption of SFAS No.
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143 resulted in an unfavorable cumulative-effect type adjustment to net income during the first quarter of 2003 of approximately $2 million.
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This adjustment represents cumulative depreciation and accretion that would have been recognized through the date of adoption of SFAS No.
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143 had the statement been applied to the Company’s existing asset retirement obligations at the time they were initially incurred.
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The following table reconciles changes in the Company’s asset retirement liability for the first nine months of 2003 (in millions): Accounting for Restructuring Charges In June 2002, the Financial Accounting Standards Board issued SFAS No.
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146, Accounting for Costs Associated with Exit or Disposal Activities.
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SFAS No.
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146 supersedes Emerging Issues Task Force (EITF) Issue No.
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94-3, Liability Recognition for Certain Employee Termination Benefits and Other Costs To Exit an Activity (Including Certain Costs Associated with a Restructuring) and requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, as opposed to when manag...
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SFAS No.
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146 also establishes that the liability should initially be measured and recorded at fair value.
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This Statement was effective for exit or disposal activities initiated after December 31, 2002.
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The provisions of SFAS No.
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146 were required to be applied prospectively after the adoption date to newly initiated exit activities.
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Stock-Based Compensation The Company measures compensation expense for its employee stock-based compensation plans using the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion 25, Accounting for Stock Issued to Employees, and has provided pro forma disclosures of the effect on net income and...
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The Company has elected to follow APB No.
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25 because, as discussed below, the alternative fair value accounting provided for under SFAS No.
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123, Accounting for Stock-Based Compensation, requires use of option valuation models that were not developed for use in valuing employee stock options and employee stock purchase plan shares.
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Under APB No.
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25, when the exercise price of the Company’s employee stock options equals the market price of the underlying stock on the date of the grant, no compensation expense is recognized.
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As required under SFAS No.
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123, the pro forma effects of stock-based compensation on net income and earnings per common share for employee stock options granted and employee stock purchase plan purchases have been estimated at the date of grant and beginning of the period, respectively, using a Black-Scholes option pricing model.
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For purposes of pro forma disclosures, the estimated fair value of the options and shares is amortized to pro forma net income over the options’ vesting period and the shares’ plan period.
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The Black-Scholes option valuation model was developed for use in estimating the fair value of freely traded options that have no vesting restrictions and are fully transferable.
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In addition, option valuation models require the input of highly subjective assumptions including the expected life of options and the Company’s expected stock price volatility.
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Because the Company’s employee stock options and employee stock purchase plan shares have characteristics significantly different from those of freely traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do no...
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