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0000320193
20031219
10-K
1,852
Board Committees The Board has a standing Compensation Committee, a Nominating and Corporate Governance Committee ("Nominating Committee") and an Audit and Finance Committee ("Audit Committee").
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,853
The Compensation Committee is primarily responsible for reviewing the compensation arrangements for the Company's executive officers, including the Chief Executive Officer, and for administering the Company's stock option plans.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,854
Members of the Compensation Committee are Messrs. Campbell, Drexler, Gore and Dr. Levinson.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,855
The Nominating Committee assists the Board in identifying qualified individuals to become directors, determines the composition of the Board and its committees, monitors the process to assess Board effectiveness and helps develop and implement the Company's corporate governance guidelines.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,856
Members of the Nominating Committee are Messrs. Campbell, Drexler, Gore and Dr. Levinson.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,857
The Audit Committee is primarily responsible for overseeing the services performed by the Company's independent auditors and internal audit department, evaluating the Company's accounting policies and its system of internal controls and reviewing significant financial transactions.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,858
Consistent with the Nasdaq audit committee structure and membership requirements, the Audit Committee is comprised of three members: Messrs. Campbell, York and Dr. Levinson.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,859
Because of Mr. York's affiliation with MicroWarehouse, (see Item 13.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,860
Certain Relationships and Related Transactions), he is deemed to be a "non-independent" director.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,861
As permitted under the Nasdaq requirements, the Board carefully considered Mr. York's affiliation with MicroWarehouse as well as his accounting and financial expertise and determined that it is in the best interest of the Company and its shareholders that he continue to serve as a member of the Audit Committee.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,862
Both Mr. Campbell and Dr. Levinson are independent directors.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,863
The Audit, Compensation and Nominating Committees operate under written charters adopted by the Board.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,864
These charters are available on the Company's website at www.apple.com/investor.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,865
Audit Committee Financial Expert While more than one member of the Company's Audit Committee qualifies as an "audit committee financial expert" under Item 401(h) of Regulation S-K, Mr. William V. Campbell, the Committee chairperson, is the designated audit committee financial expert.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,866
Mr. Campbell is considered "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,867
Code of Ethics The Company has a code of ethics that applies to all of the Company's employees, including its principal executive officer, principal financial officer and principal accounting officer.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,868
A copy of this code, "Ethics: The Way We Do Business Worldwide" is available on the Company's website at www.apple.com/investor and is filed as an exhibit to this annual report on Form 10-K.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,869
The Company intends to disclose any changes in or waivers from its code of ethics by posting such information on its website or by filing a Form 8-K. Executive Officers The following sets forth certain information regarding executive officers of the Company.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,870
Information pertaining to Mr. Jobs, who is both a director and an executive officer of the Company, may be found in the section entitled "Directors."
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,871
Fred D. Anderson, Executive Vice President and Chief Financial Officer (age 59), joined the Company in April 1996.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,872
Prior to joining the Company, Mr. Anderson was Corporate Vice President and Chief Financial Officer of Automatic Data Processing, Inc., a position he held from August 1992 to March 1996.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,873
Mr. Anderson also serves as a director of eBay Inc. and E.piphany, Inc. Timothy D. Cook, Executive Vice President, Worldwide Sales and Operations (age 43), joined the Company in February 1998.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,874
Prior to joining the Company, Mr. Cook held the position of Vice President, Corporate Materials for Compaq Computer Corporation ("Compaq").
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,875
Previous to his work at Compaq, Mr. Cook was the Chief Operating Officer of the Reseller Division at Intelligent Electronics.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,876
Mr. Cook also spent 12 years with IBM, most recently as Director of North American Fulfillment.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,877
Nancy R. Heinen, Senior Vice President, General Counsel and Secretary (age 47), joined the Company in September 1997.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,878
Prior to joining the Company, Ms. Heinen held the position of Vice President, General Counsel and Secretary of the Board of Directors at NeXT from February 1994 until the acquisition of NeXT by the Company in February 1997.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,879
Ronald B. Johnson, Senior Vice President, Retail (age 45), joined the Company in January 2000.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,880
Prior to joining the Company, Mr. Johnson spent 16 years with Target Stores, most recently as Senior Merchandising Executive.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,881
Peter Oppenheimer, Senior Vice President of Finance and Corporate Controller (age 41), joined the Company in July 1996.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,882
Mr. Oppenheimer also served with the Company in the position of Vice President and Corporate Controller and as Senior Director of Finance for the Americas.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,883
Prior to joining the Company, Mr. Oppenheimer was CFO of one of the four business units for Automatic Data Processing, Inc. ("ADP").
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,884
Prior to joining ADP, Mr. Oppenheimer spent six years in the Information Technology Consulting Practice with Coopers and Lybrand.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,885
Jonathan Rubinstein, Senior Vice President, Hardware Engineering (age 47), joined the Company in February 1997.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,886
Before joining the Company, Mr. Rubinstein was Executive Vice President and Chief Operating Officer of FirePower Systems Incorporated, from May 1993 to August 1996.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,887
Mr. Rubinstein also serves as a member of the Board of Directors of Immersion Corporation.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,888
Philip W. Schiller, Senior Vice President, Worldwide Product Marketing (age 43), rejoined the Company in 1997.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,889
Prior to rejoining the Company, Mr. Schiller was Vice President of Product Marketing at Macromedia, Inc. from December 1995 to March 1997 and was Director of Product Marketing at FirePower Systems, Inc. from 1993 to December 1995.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,890
Prior to that, Mr. Schiller spent six years at the Company in various marketing positions.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,891
Bertrand Serlet, Ph.D., Senior Vice President, Software Engineering (age 42), joined the Company in February 1997 upon the Company's acquisition of NeXT.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,892
At NeXT, Dr. Serlet held several engineering and managerial positions, including Director of Web Engineering.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,893
Prior to NeXT, from 1985 to 1989, Dr. Serlet worked as a research engineer at Xerox PARC.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,894
Sina Tamaddon, Senior Vice President, Applications (age 46), joined the Company in September 1997.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,895
Mr. Tamaddon has also served with the Company in the position of Senior Vice President Worldwide Service and Support, and Vice President and General Manager, Newton Group.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,896
Before joining the Company, Mr. Tamaddon held the position of Vice President, Europe with NeXT from September 1996 through March 1997.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,897
From August 1994 to August 1996, Mr. Tamaddon held the position of Vice President, Professional Services with NeXT.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,898
Avadis Tevanian, Jr., Ph.D., Senior Vice President, Chief Software Technology Officer (age 42), joined the Company in February 1997 upon the Company's acquisition of NeXT.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,899
Dr. Tevanian served with the Company in the position of Senior Vice President, Software Engineering from 1997 to July 2003.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,900
With NeXT, Dr. Tevanian held several positions, including Vice President, Engineering, from April 1995 to February 1997.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,901
Prior to April 1995, Dr. Tevanian worked as an engineer with NeXT and held several management positions.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,902
Item 11.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,903
Executive Compensation Information Regarding Executive Compensation The following table summarizes compensation information for the last three fiscal years for (i) Mr. Jobs, Chief Executive Officer and (ii) the four most highly compensated executive officers other than the Chief Executive Officer who were serving as ex...
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,904
SUMMARY COMPENSATION TABLE (1)In March 2003, Mr. Jobs voluntarily cancelled all of his outstanding options, excluding those granted to him in his capacity as a director.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,905
In March 2003, the Board awarded Mr. Jobs five million restricted shares of the Company's Common Stock which generally vest in full on the third anniversary of the grant date.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,906
(2)In December 1999, Mr. Jobs was given a special executive bonus for past services as the Company's interim Chief Executive Officer, in the form of an aircraft with a total cost to the Company of approximately $90,000,000.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,907
Because the aircraft was transferred to Mr. Jobs in 2001, the amount of approximately $43.5 million paid by the Company during fiscal year 2001 towards the purchase of the plane and the related tax assistance of approximately $40.5 million was reported as income to Mr. Jobs.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,908
In fiscal 2002, approximately $2.27 million paid by the Company towards the purchase of the plane and approximately $1.3 million in related tax assistance was reported as income to Mr. Jobs.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,909
(3)Consists of matching contributions made by the Company in accordance with the terms of the 401(k) plan.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,910
Option Grants in Last Fiscal Year There were no options granted to the Named Executive Officers during fiscal year 2003.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,911
Options Exercised and Year-End Option Holdings The following table provides information about stock option exercises by the Named Executive Officers during fiscal year 2003 and stock options held by each of them at fiscal year-end.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,912
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES (1)Market value of securities underlying in-the-money options at the end of fiscal year 2003 (based on $20.69 per share, the closing price of Common Stock on the Nasdaq National Market on September 27, 2003), minus the exercise price.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,913
(2)Includes 60,000 options granted to Mr. Jobs in his capacity as a director pursuant to the 1997 Director Stock Option Plan.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,914
In March 2003, Mr. Jobs voluntarily cancelled all of his outstanding options, excluding those granted to him in his capacity as a director.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,915
Director Compensation The form and amount of director compensation is determined by the Board after a review of recommendations made by the Nominating Committee.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,916
The current practice of the Board is that a substantial portion of a director's annual retainer be equity-based.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,917
In 1998, shareholders approved the 1997 Director Stock Option Plan (the "Director Plan") and 800,000 shares were reserved for issuance thereunder.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,918
Pursuant to the Director Plan, the Company's non-employee directors are granted an option to acquire 30,000 shares of Common Stock upon their initial election to the Board ("Initial Options").
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,919
The Initial Options vest and become exercisable in three equal annual installments on each of the first through third anniversaries of the grant date.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,920
On the fourth anniversary of a non-employee director's initial election to the Board and on each subsequent anniversary thereafter, the director will be entitled to receive an option to acquire 10,000 shares of Common Stock ("Annual Options").
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,921
Annual Options are fully vested and immediately exercisable on their date of grant.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,922
As of the end of the fiscal year, there were options for 370,000 shares outstanding under the Director Plan.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,923
Since accepting the position of CEO, Mr. Jobs is no longer eligible for grants under the Director Plan.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,924
Directors also receive a $50,000 annual retainer paid in quarterly increments.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,925
Directors do not receive any additional consideration for serving on committees or as committee chairperson.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,926
Compensation Committee Interlocks and Insider Participation The current members of the Compensation Committee are Messrs. William V. Campbell, Millard S. Drexler, Albert Gore, Jr. and Dr. Arthur B. Levinson, none of whom are employees of the Company and all of whom are considered "independent" directors under the appli...
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,927
At the beginning of the fiscal year, Mr. Jerome B. York served on the Committee until his resignation in November 2002 at which time Mr. Drexler was appointed as a member of the Committee.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,928
No person who was an employee of the Company in fiscal year 2003 served on the Compensation Committee.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,929
No executive officer of the Company (i) served as a member of the compensation committee (or other board committee performing similar functions or, in the absence of any such committee, the board of directors) of another entity, one of whose executive officers served on the Company's Compensation Committee, (ii) served...
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,930
Item 12.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,931
Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information as of October 31, 2003 (the "Table Date") with respect to the beneficial ownership of the Company's Common Stock by (i) each person the Company believes beneficially holds more than 5% of the outstanding sh...
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,932
On the Table Date, 367,490,665 shares of Common Stock were issued and outstanding.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,933
Unless otherwise indicated, all persons named as beneficial owners of Common Stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,934
Security Ownership of Directors, Nominees and Executive Officers (1)Represents shares of Common Stock held and/or options held by such individuals that were exercisable at the Table Date or within 60 days thereafter.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,935
(2)Based on a Form 13F-HR filed October 22, 2003 by Lord, Abbett & Co., 767 Fifth Avenue, New York, NY 10153.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,936
(3)Includes 60,000 shares of Common Stock which Mr. Jobs has the right to acquire by exercise of stock options.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,937
(4)Includes 1,150,000 shares of Common Stock which Mr. Anderson has the right to acquire by exercise of stock options.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,938
(5)Includes 90,000 shares of Common Stock which Messrs. Campbell and York each have the right to acquire by exercise of stock options.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,939
(6)Includes 800,000 shares of Common Stock which Mr. Cook has the right to acquire by exercise of stock options.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,940
(7)Includes 70,000 shares of Common Stock which Mr. Drexler has the right to acquire by exercise of stock options.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,941
(8)Includes 1,200,000 shares of Common Stock which Mr. Johnson has the right to acquire by exercise of stock options.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,942
(9)Includes 1,400 shares of Common Stock which Dr. Levinson holds indirectly and 30,000 shares of Common Stock which Dr. Levinson has the right to acquire by exercise of stock options.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,943
(10)Includes 1,600,000 shares of Common Stock which Dr. Tevanian has the right to acquire by exercise of stock options.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,944
*Represents less than 1% of the issued and outstanding shares of Common Stock on the Table Date.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,945
Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's officers and directors, and persons who own more than ten percent of a registered class of the Company's equity securities, to file reports of securities ownership and changes...
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,946
Officers, directors and greater than ten percent shareholders also are required by rules promulgated by the SEC to furnish the Company with copies of all Section 16(a) forms they file.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,947
Based solely upon a review of the copies of such forms furnished to the Company or written representations that no Forms 5 were required, the Company believes that all Section 16(a) filing requirements were met during fiscal year 2003, except that Messrs. Campbell and York each filed one Form 4 late under the new two-d...
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,948
Equity Compensation Plan Information The following table sets forth certain information, as of September 27, 2003, concerning shares of common stock authorized for issuance under all of the Company's equity compensation plans.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,949
(1)This number includes 4,002,123 shares of common stock reserved for issuance under the Employee Stock Purchase Plan, 310,000 shares available for issuance under the 1997 Director Stock Option Plan and 24,830,784 shares available for issuance under the 2003 Employee Stock Plan.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,950
It does not include shares under the 1990 Stock Option Plan which was terminated in 1997.
0001047469-03-041604/full-submission.txt
0000320193
20031219
10-K
1,951
No new options can be granted under the 1990 Stock Option Plan.
0001047469-03-041604/full-submission.txt