-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SzpfJj/GwwNiTQIKebgaZlSDzWN97pny61sbnyLRRXj42aCXESQfj8NbWekQhjg/ usU0e31mLH3bkRkUePU/qQ== 0000950134-97-009155.txt : 19971208 0000950134-97-009155.hdr.sgml : 19971208 ACCESSION NUMBER: 0000950134-97-009155 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19971102 FILED AS OF DATE: 19971205 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: DELL COMPUTER CORP CENTRAL INDEX KEY: 0000826083 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 742487834 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-17017 FILM NUMBER: 97733038 BUSINESS ADDRESS: STREET 1: 2214 W BRAKER LN STREET 2: STED CITY: AUSTIN STATE: TX ZIP: 78758 BUSINESS PHONE: 5123384400 MAIL ADDRESS: STREET 1: 2112 KRAMER LN - BLDG 1 CITY: AUSTIN STATE: TX ZIP: 78758 10-Q 1 FORM 10-Q FOR QUARTER ENDED NOVEMBER 2, 1997 1 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 2, 1997 COMMISSION FILE NUMBER: 0-17017 DELL COMPUTER CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 74-2487834 (State of incorporation) (I.R.S. Employer ID No.) ONE DELL WAY (512) 338-4400 ROUND ROCK, TEXAS 78682 (Telephone number) (Address of principal executive offices)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING TWELVE MONTHS AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES [X] No [ ] AS OF THE CLOSE OF BUSINESS ON DECEMBER 1, 1997, 326,435,775 SHARES OF THE REGISTRANT'S COMMON STOCK, PAR VALUE $.01 PER SHARE, WERE OUTSTANDING. ================================================================================ 2 PART I -- FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS. DELL COMPUTER CORPORATION CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (IN MILLIONS AND UNAUDITED) ASSETS
NOVEMBER 2, FEBRUARY 2, 1997 1997 ----------- ----------- Current assets: Cash...................................................... $ 222 $ 115 Marketable securities..................................... 1,393 1,237 Accounts receivable, net.................................. 1,350 903 Inventories............................................... 301 251 Other..................................................... 341 241 ------ ------ Total current assets.............................. 3,607 2,747 Property, plant and equipment, net.......................... 301 235 Other....................................................... 13 11 ------ ------ $3,921 $2,993 ====== ====== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable.......................................... $1,488 $1,040 Accrued and other......................................... 891 618 ------ ------ Total current liabilities......................... 2,379 1,658 Deferred revenue............................................ 235 219 Other....................................................... 49 31 ------ ------ Total liabilities................................. 2,663 1,908 ------ ------ Put options................................................. 51 279 ------ ------ Stockholders' equity: Preferred stock and capital in excess of $.01 par value; shares authorized: 5; shares issued and outstanding: none................................................... -- -- Common stock and capital in excess of $.01 par value; shares issued and outstanding: 326 and 346, respectively........................................... 627 195 Retained earnings......................................... 621 647 Other..................................................... (41) (36) ------ ------ Total stockholders' equity........................ 1,207 806 ------ ------ $3,921 $2,993 ====== ======
The accompanying notes are an integral part of these condensed consolidated financial statements. 1 3 DELL COMPUTER CORPORATION CONDENSED CONSOLIDATED STATEMENT OF INCOME (IN MILLIONS, EXCEPT PER SHARE DATA, AND UNAUDITED)
THREE MONTHS ENDED NINE MONTHS ENDED ------------------------- ------------------------- NOVEMBER 2, OCTOBER 27, NOVEMBER 2, OCTOBER 27, 1997 1996 1997 1996 ----------- ----------- ----------- ----------- Net sales......................................... $3,188 $2,019 $8,590 $5,347 Cost of sales..................................... 2,471 1,569 6,691 4,205 ------ ------ ------ ------ Gross margin.................................... 717 450 1,899 1,142 ------ ------ ------ ------ Operating expenses: Selling, general and administrative............. 312 215 832 592 Research, development and engineering........... 59 33 148 86 ------ ------ ------ ------ Total operating expenses..................... 371 248 980 678 ------ ------ ------ ------ Operating income............................. 346 202 919 464 Financing and other............................... 13 8 36 19 ------ ------ ------ ------ Income before income taxes and extraordinary loss......................................... 359 210 955 483 Provision for income taxes........................ 111 61 296 140 ------ ------ ------ ------ Income before extraordinary loss................ 248 149 659 343 Extraordinary loss, net of taxes.................. -- (4) -- (13) ------ ------ ------ ------ Net income...................................... $ 248 $ 145 $ 659 $ 330 ====== ====== ====== ====== Earnings per common share: Income before extraordinary loss................ $ 0.69 $ 0.39 $ 1.81 $ 0.88 Extraordinary loss, net of taxes................ -- (.01) -- (.03) ------ ------ ------ ------ Earnings per common share....................... $ 0.69 $ 0.38 $ 1.81 $ 0.85 ====== ====== ====== ====== Weighted average shares outstanding............... 360 382 364 388 ====== ====== ====== ======
The accompanying notes are an integral part of these condensed consolidated financial statements. 2 4 DELL COMPUTER CORPORATION CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (IN MILLIONS AND UNAUDITED)
NINE MONTHS ENDED -------------------------- NOVEMBER 2, OCTOBER 27, 1997 1996 ----------- ----------- Cash flows from operating activities: Net income................................................ $ 659 $ 330 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization.......................... 48 34 Other.................................................. 17 18 Changes in: Operating working capital................................. 245 549 Non-current assets and liabilities........................ 33 94 ------- ------- Net cash provided by operating activities......... 1,002 1,025 ------- ------- Cash flows from investing activities: Marketable securities: Purchases.............................................. (8,649) (6,564) Maturities and sales................................... 8,492 6,060 Capital expenditures...................................... (121) (82) ------- ------- Net cash used in investing activities............. (278) (586) ------- ------- Cash flows from financing activities: Purchase of common stock.................................. (710) (336) Repurchase of 11% Senior Notes............................ -- (95) Issuance of common stock under employee plans............. 58 37 Cash received from sale of equity options................. 38 -- Cash paid on purchase of equity options................... -- (7) ------- ------- Net cash used in financing activities............. (614) (401) ------- ------- Effect of exchange rate changes on cash..................... (3) (6) ------- ------- Net increase in cash........................................ 107 32 Cash at beginning of period................................. 115 55 ------- ------- Cash at end of period....................................... $ 222 $ 87 ======= =======
The accompanying notes are an integral part of these condensed consolidated financial statements. 3 5 DELL COMPUTER CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 -- BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements of Dell Computer Corporation (the "Company") should be read in conjunction with the consolidated financial statements and notes thereto filed with the Securities and Exchange Commission in the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 1997. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to present fairly the financial position of the Company and its consolidated subsidiaries at November 2, 1997 and February 2, 1997 and the results of their operations for the three-month and nine-month periods ended November 2, 1997 and October 27, 1996. NOTE 2 -- COMMON STOCK On July 18, 1997, the Company's stockholders approved an increase in the number of authorized shares of common stock to one billion. On July 25, 1997, the Company effected a two-for-one common stock split by paying a 100% stock dividend to stockholders of record as of July 18, 1997. All share and per share information included in the accompanying condensed consolidated financial statements and related notes have been restated to reflect the stock split. NOTE 3 -- COMMITMENTS AND CONTINGENCIES The Company is subject to various legal proceedings and claims arising in the ordinary course of business. The Company's management does not expect that the outcome in any of these legal proceedings, individually or collectively, will have a material adverse effect on the Company's financial condition or results of operations. NOTE 4 -- RECENT PRONOUNCEMENTS In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings Per Share." This statement is effective for financial statements issued for periods ending after December 15, 1997 and will require restatement of all prior period comparative amounts. Under this statement, primary and fully diluted earnings per share calculations will be replaced by basic and diluted earnings per share calculations. Diluted earnings per share does not differ materially from earnings per common share as currently reported. Basic earnings per share for the three month periods ended November 2, 1997 and October 27, 1996 were $0.76 and $0.41, respectively. For the nine month periods then ended, basic earnings per share were $1.99 and $0.92, respectively. 4 6 DELL COMPUTER CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) NOTE 5 -- SUPPLEMENTAL FINANCIAL INFORMATION (IN MILLIONS) Supplemental Condensed Consolidated Statement of Financial Position Information:
NOVEMBER 2, FEBRUARY 2, 1997 1997 ----------- ----------- Inventories: Production materials...................................... $244 $223 Work-in-process and finished goods........................ 57 28 ---- ---- $301 $251 ==== ====
Supplemental Condensed Consolidated Statement of Cash Flows Information:
NINE MONTHS ENDED -------------------------- NOVEMBER 2, OCTOBER 27, 1997 1996 ----------- ----------- Changes in operating working capital accounts: Accounts receivable, net.................................. $(486) $(197) Inventories............................................... (56) 213 Accounts payable.......................................... 470 448 Accrued and other liabilities............................. 424 74 Other..................................................... (107) 11 ----- ----- $ 245 $ 549 ===== =====
5 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS All percentage amounts and ratios were calculated using the underlying data in thousands. Operating results for the three-month and nine-month periods ended November 2, 1997 are not necessarily indicative of the results that may be expected for the full fiscal year. RESULTS OF OPERATIONS The following table sets forth for the periods indicated the percentage of consolidated net sales represented by certain items in the Company's condensed consolidated statement of income.
PERCENTAGE OF CONSOLIDATED NET SALES -------------------------------------------------------- THREE MONTHS ENDED NINE MONTHS ENDED -------------------------- -------------------------- NOVEMBER 2, OCTOBER 27, NOVEMBER 2, OCTOBER 27, 1997 1996 1997 1996 ----------- ----------- ----------- ----------- Net sales: Americas........................... 72.0% 69.9% 70.1% 67.7% Europe............................. 22.0 23.9 22.9 25.9 Asia Pacific and Japan............. 6.0 6.2 7.0 6.4 ----- ----- ----- ----- Consolidated net sales..... 100.0 100.0 100.0 100.0 Cost of sales........................ 77.5 77.7 77.9 78.6 ----- ----- ----- ----- Gross margin............... 22.5 22.3 22.1 21.4 Operating expenses: Selling, general and administrative.................. 9.8 10.7 9.7 11.1 Research, development and engineering..................... 1.8 1.6 1.7 1.6 ----- ----- ----- ----- Total operating expenses... 11.6 12.3 11.4 12.7 ----- ----- ----- ----- Operating income........... 10.9 10.0 10.7 8.7 Financing and other.................. 0.4 0.4 0.4 0.3 ----- ----- ----- ----- Income before income taxes and extraordinary loss.............. 11.3 10.4 11.1 9.0 Provision for income taxes........... 3.5 3.0 3.4 2.6 ----- ----- ----- ----- Income before extraordinary loss... 7.8 7.4 7.7 6.4 Extraordinary loss, net of taxes..... -- (0.2) -- (0.2) ----- ----- ----- ----- Net income................. 7.8% 7.2% 7.7% 6.2% ===== ===== ===== =====
Net Sales Consolidated net sales increased 58% and 61% in the third quarter and first nine months, respectively, of fiscal 1998 over the comparable periods of fiscal 1997, and increased 13% over the second quarter of fiscal 1998. The increase in consolidated net sales was primarily attributable to increased units sold. Unit volumes increased 54% and 59% in the third quarter and first nine months, respectively, of fiscal 1998 compared to the same periods of fiscal 1997. Unit volumes increased 17% in the third quarter of fiscal 1998 compared to the second quarter of fiscal 1998. While desktop products continue to remain the primary driver of unit volumes (comprising 85% of total units shipped during the third quarter of fiscal 1998), the growth rate in enterprise systems (which includes both servers and workstations) continues to exceed the growth rate of desktop products. During the third quarter and first nine months of fiscal 1998, enterprise system units increased 313% and 306%, respectively, over the comparable periods of the prior fiscal year. On a sequential basis, enterprise units increased 61% in the third quarter of fiscal 1998. Notebook products also experienced unit growth increasing 38% and 60% in the third quarter and first nine months of fiscal 1998, respectively, compared to the same periods of fiscal 1997 and 8% on a sequential basis. 6 8 In addition to increased unit volumes, consolidated net sales for the third quarter and first nine months of fiscal 1998 were affected positively by increased average revenue per unit of 2% and 1%, respectively, over the same periods of the prior fiscal year. However, average revenue per unit declined by 3% in the third quarter compared to the second quarter of fiscal 1998. Net sales increased in all geographic regions in the third quarter and first nine months of fiscal 1998 as compared with the same periods of fiscal 1997. The increase in net sales was led by the Americas, where net sales increased 63% and 66% in the third quarter and first nine months of fiscal 1998, respectively, from the comparable periods in fiscal 1997. Europe also experienced growth, where net sales increased 45% and 42% in the third quarter and first nine months of fiscal 1998, respectively, over the same periods of fiscal 1997. Additionally, net sales in the Asia-Pacific and Japan region increased 52% and 76% in the third quarter and first nine months of fiscal 1998, respectively, over the same periods of the prior fiscal year. The sequential increase in net sales of 13% from the second quarter to the third quarter of fiscal 1998, was attributable primarily to the growth in the Americas region of 16% while Europe also experienced sequential growth of 13%. However, net sales in the Asia-Pacific and Japan region sequentially declined 9%. Gross Margin The Company's gross margin as a percentage of consolidated net sales increased slightly in the third quarter of fiscal 1998 compared to both the third quarter of fiscal 1997 and the second quarter of fiscal 1998. The increase from 21.4% in the first nine months of fiscal 1997 to 22.1% in the first nine months of fiscal 1998 was driven by the first quarter of each respective period. During the first quarter of fiscal 1998, compared to the first quarter of fiscal 1997, gross margin was positively affected by component cost declines, partially offset by price reductions, and a shift in product mix to server and higher-end desktop products. Operating Expenses Selling, general and administrative expenses decreased as a percentage of consolidated net sales to 9.8% and 9.7% for the third quarter and first nine months of fiscal 1998, respectively, from 10.7% and 11.1% in the comparable periods of the prior fiscal year due to scaling benefits associated with sales growth. Selling, general and administrative expenses remained relatively flat as a percentage of consolidated net sales at 9.8% in the third quarter from 9.9% in the second quarter of fiscal 1998. The current level of selling, general and administrative spending is principally due to increased worldwide staffing and related infrastructure-type investments to support the Company's growth. Research, development and engineering expenses have increased in absolute dollar amounts due to increased staffing levels and product development costs in order to meet the demand of product transition cycles. Although total operating expenses may continue to increase in absolute dollar terms, the Company's goal is to manage operating expenses, over time, relative to net sales and gross margin. Income Taxes The Company's effective tax rate was 31.0% for the third quarter and first nine months of fiscal 1998 compared with 29.0% for the third quarter and first nine months of fiscal 1997. The increase in the Company's effective tax rate resulted from changes in the geographical distribution of income and losses. 7 9 LIQUIDITY AND CAPITAL RESOURCES The following table presents selected financial statistics and information:
NOVEMBER 2, FEBRUARY 2, 1997 1997 ----------- ----------- ( DOLLARS IN MILLIONS) Cash and marketable securities.............................. $1,615 $1,352 Working capital............................................. $1,228 $1,089 ASSET MANAGEMENT STATISTICS: Days of sales in accounts receivable........................ 38 37 Days of supply in inventory................................. 11 13 Days in accounts payable.................................... 54 54
Cash flows generated from operating activities for the first nine months of fiscal 1998 were $1 billion and represented the Company's primary source of cash during the quarter. Operating cash flows benefited from the Company's strong net income performance and continued focus on asset management. During the first nine months of fiscal 1998, the Company repurchased 28 million shares of common stock for $710 million. The Company is currently authorized to repurchase up to 57 million additional shares of its common stock and anticipates that such repurchases will constitute a significant use of future cash resources. At November 2, 1997, the Company held equity instrument arrangements that entitle the Company to purchase 27 million additional shares of common stock for an average cost of $74 per share at various times through the third quarter of fiscal 1999. The Company's potential repurchase obligations under put options has decreased from $279 million at February 2, 1997 to $51 million at November 2, 1997, because a significant number of the options that did not contain net share settlement terms have expired or have been exercised. During the second quarter of fiscal 1998, the Company entered into a $250 million five-year revolving credit facility. This facility replaced a $100 million 364-day revolving credit facility that expired on June 9, 1997 and a $150 million three-year revolving credit facility that was scheduled to expire on June 9, 1999. At November 2, 1997, this new facility was unused. During the first half of fiscal 1998, the Company entered into a $225 million master lease facility, which provides for the ability to lease certain real property, buildings and equipment to be constructed or acquired. Management believes that the Company will have sufficient resources available to meet its cash requirements for the foreseeable future, including working capital requirements, planned capital expenditures and stock repurchases. FACTORS AFFECTING THE COMPANY'S BUSINESS AND PROSPECTS Statements in this Report that relate to future results or events are based on the Company's current expectations. There are many factors that affect the Company's business and the results of its operations and may cause the actual results of operations in future periods to differ materially from those currently expected or desired. These factors include general economic and business conditions; the level of demand for personal computers; the level and intensity of competition in the personal computer industry and the pricing pressures that may result; foreign currency fluctuations; the ability of the Company to timely and effectively manage periodic product transitions and component availability; the ability of the Company to develop new products based on new or evolving technology and the market's acceptance of those products; the ability of the Company to manage its inventory levels to minimize excess inventory, declining inventory values and obsolescence; the product, customer and geographic sales mix of any particular period; and the Company's ability to continue to improve its infrastructure (including personnel and systems) to keep pace with the growth in its overall business activities. For a discussion of these and other factors affecting the Company's business and prospects, see "Item 1 -- Business -- Factors Affecting the Company's Business and Prospects" in the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 1997. 8 10 The Company has a formal program to ensure its products and information systems and those of its third party providers will be year 2000 compliant. The ultimate cost of this program has not been and is not expected to be material to the Company's financial position or results of operations. Although management believes the Company has an adequate program in place to address the year 2000 issue, there can be no assurance that the program will ultimately be successful. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS The Company is subject to various legal proceedings and claims arising in the ordinary course of business. The Company's management does not expect that the results in any of these legal proceedings will have a material adverse effect on the Company's financial condition or results of operations. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits. The following exhibits are filed as part of this Report:
EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 10 -- Fourth Amendment to Dell Computer Corporation Incentive Plan, dated as of September 12, 1997 11 -- Statement Re Computation of Per Share Earnings 27 -- Financial Data Schedule
(b) Reports on Form 8-K. None. 9 11 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. DELL COMPUTER CORPORATION December 5, 1997 /s/ JAMES M. SCHNEIDER ------------------------------------ James M. Schneider Vice President, Finance (On behalf of the registrant and as chief accounting officer) 10 12 INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT ------- ---------------------- 10 -- Fourth Amendment to Dell Computer Corporation Incentive Plan, dated as of September 12, 1997 11 -- Statement Re Computation of Per Share Earnings 27 -- Financial Data Schedule
EX-10 2 4TH AMENDMENT TO INCENTIVE PLAN 1 EXHIBIT 10 FOURTH AMENDMENT TO DELL COMPUTER CORPORATION INCENTIVE PLAN Dell Computer Corporation, a Delaware corporation (the "Company"), hereby adopts an amendment to the Dell Computer Corporation Incentive Plan, dated June 22, 1994, as amended (the "Incentive Plan"), as specified below. RECITALS A. The Incentive Plan was submitted to, and approved by, the stockholders of the Company at the Company's annual meeting of stockholders held on June 22, 1994. Following such approval, the Incentive Plan was adopted by the Company effective June 22, 1994. The Incentive Plan was subsequently amended effective July 21, 1995, November 30, 1995 and July 18, 1997. B. The Board of Directors of the Company (the "Board") has duly adopted resolutions approving the amendment to the Incentive Plan described herein and directing that the Incentive Plan be amended as described herein. Now, therefore, the Company hereby adopts the following amendment to the Incentive Plan. 1. Section 2.7 of the Incentive Plan is hereby deleted and replaced in its entirety with the following: 2.7 Limitation on Certain Stock Awards. (a) No more than twenty percent of the aggregate shares of Stock which may be issued under the Plan may be issued pursuant to Stock Awards; provided, however, that the limitation expressed in this Section 2.7 shall not apply with respect to shares of Stock issued in connection with the exercise or settlement of an Option, Stock Appreciation Right, or Performance Unit, whether or not such shares of Stock are subject to a substantial risk of forfeiture when issued. (b) Except for the Unrestricted Pool (as defined below), all Restricted Awards (as defined below) shall either be subject to a vesting period of three years or more or be subject to vesting that is contingent upon specified performance standards. A Restricted Award that is within the Unrestricted Pool may be subject to whatever vesting restriction the Committee specifies, if any. For purposes of this subsection (b), the term "Unrestricted Pool" shall mean, for each fiscal year of the Corporation, a number of Restricted Awards that is equal to 5% of the total number of Awards made hereunder during such fiscal year; and the term "Restricted Award" shall mean either of the following: (1) a Stock Award or (2) an Option with an associated Exercise Price that is less than 100% of the Fair Market Value per share of the Stock on the Date of Grant of the Option (provided, however, that an Option not shall be included in this clause (2) if the recipient pays, or otherwise foregoes value to, the Corporation in an amount at least equal to the difference between the Fair Market Value per share of Stock on the Date of Grant and the Exercise Price). The provisions of this subsection (b) shall apply in addition to any other limitations or restrictions on the award of Restricted Awards provided for herein, including the aggregate limit on the number of Stock Awards that may be issued hereunder (as described in subsection (a) of this Section 2.7) and the limit on the permissible discount available for Options (as described in Section 6.4). 2. No Effect on Other Provisions. Except as described in Paragraph 1 above, the terms, conditions and provisions of the Incentive Plan shall remain in full force and effect and shall be unaffected by this amendment. 3. Effective Date of Amendment. This amendment, and the changes to the provisions of the Incentive Plan effected hereby, shall be effective as of September 12, 1997. 2 In witness whereof, the Company, acting by and through its duly authorized officer, has executed this instrument to be effective as of the date specified in Section 3 above. DELL COMPUTER CORPORATION By: /s/ MICHAEL S. DELL ------------------------------------ Michael S. Dell Chairman and Chief Executive Officer 2 EX-11 3 COMPUTATION OF EARNINGS PER SHARE 1 EXHIBIT 11 DELL COMPUTER CORPORATION STATEMENT RE COMPUTATION OF PER SHARE EARNINGS (IN MILLIONS, EXCEPT PER SHARE DATA)
THREE MONTHS ENDED NINE MONTHS ENDED ------------------------- ------------------------- NOVEMBER 2, OCTOBER 27, NOVEMBER 2, OCTOBER 27, 1997 1996 1997 1996 ----------- ----------- ----------- ----------- Primary earnings per common share: Calculation of weighted average shares(a): Weighted average shares of common stock outstanding................................... 329 352 334 361 Weighted average shares of common stock equivalents, utilizing the treasury stock method........................................ 31 30 30 27 ----- ----- ----- ----- Weighted average shares outstanding.............. 360 382 364 388 ===== ===== ===== ===== Earnings: Net Income available to stockholders............. $ 248 $ 145 $ 659 $ 330 ===== ===== ===== ===== Earnings per common share(a)(b).................... $0.69 $0.38 $1.81 $0.85 ===== ===== ===== ===== Fully diluted earnings per common share: Calculation of weighted average shares(a): Weighted average shares of common stock outstanding................................... 329 352 334 361 Weighted average shares of common stock equivalents, utilizing the treasury stock method........................................ 31 31 32 34 Assumed conversion of Convertible Preferred Stock(c)...................................... -- 1 -- 1 ----- ----- ----- ----- Weighted average shares outstanding.............. 360 384 366 396 ===== ===== ===== ===== Earnings: Net Income available to common stockholders...... $ 248 $ 145 $ 659 $ 330 ===== ===== ===== ===== Earnings per common share(a)(b).................... $0.69 $0.38 $1.80 $0.83 ===== ===== ===== =====
- --------------- (a) All share and per share information for fiscal 1997 reflects the two-for-one common stock split effected on July 25, 1997. (b) Earnings per common share was calculated using the underlying data in thousands. (c) Assumes conversion of the 60,000 shares of outstanding convertible preferred stock from the beginning of fiscal 1997 to the actual conversion date. EX-27 4 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM DELL COMPUTER CORPORATION FINANCIAL STATEMENTS AS OF AND FOR THE NINE MONTH PERIOD ENDED NOVEMBER 2, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000,000 9-MOS FEB-01-1998 NOV-02-1997 222 1,393 1,378 28 301 3,607 456 155 3,921 2,379 17 0 0 627 580 3,921 8,590 8,590 6,691 6,691 148 0 2 955 296 659 0 0 0 659 1.81 1.81 Includes research, development and engineering expenses.
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