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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM 10-K

                             -----------------------

(Mark One)
[ X ]    Annual report pursuant to Section 13 or 15(d) of the Securities
                             Exchange Act of 1934.
                   For the fiscal year ended December 31, 1999

                                       or

[   ]   Transition report pursuant to section 13 or 15(d) of the Securities
                             Exchange Act of 1934.
                 For the transition period from ______ to ______

                         COMMISSION FILE NUMBER 0-26778

                             -----------------------

                        APPLIED MICROSYSTEMS CORPORATION
             (Exact name of registrant as specified in its charter)

                             -----------------------

       WASHINGTON                              91-1074996
(State of incorporation)        (I.R.S. Employer Identification Number)


             5020 148TH AVENUE N.E., REDMOND, WASHINGTON 98052-5172
                                 (425) 882-2000
(Address, including zip code, of Registrant's principal executive offices and
                       telephone number, including area code)

                             -----------------------

         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 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes X   No
                                                                  ---    ---

          Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of the Form 10-K
or any amendment to this form 10-K.

         Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

Common stock: 6,885,951 shares outstanding as of March 17, 2000.

         The aggregate market value of the common stock held by
non-affiliates of the registrant, based on the closing price on March 17,
2000, as reported on Nasdaq, was $82,795,304. (1)

        (1) Excludes shares held of record on that date by directors,
executive officers and greater than 10% shareholders of the Registrant.
Exclusion of such shares should not be construed to indicate that any such
person directly or indirectly possesses the power to direct or cause the
direction of the management of the policies of the registrant.

                       DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Registrant's Proxy Statement relating to the
registrant's 2000 Annual Meeting of Shareholders to be held on May 23, 2000,
are incorporated by reference into Part III of this Report.

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                                TABLE OF CONTENTS

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                                                                                              PAGE
<S>                                                                                           <C>
PART I

ITEM 1.       Business.........................................................................  1

ITEM 2.       Properties.......................................................................  9

ITEM 3.       Legal Proceedings................................................................ 10

ITEM 4.       Submission of Matters to a Vote of Security Holders.............................. 10


PART II

ITEM 5.       Market for Registrant's Common Equity and Related Stockholder Matters............ 10

ITEM 6.       Selected Consolidated Financial Data............................................. 11

ITEM 7.       Management's Discussion and Analysis of Financial Condition and Results of
              Operations....................................................................... 12

ITEM 7A.      Qualitative and Quantitative Disclosures about Market Risk....................... 19

ITEM 8.       Financial Statements and Supplementary Data...................................... 20

ITEM 9.       Changes in and Disagreements with Accountants on Accounting and Financial
              Disclosure....................................................................... 40


PART III

ITEM 10.      Directors and Executive Officers of the Registrant............................... 40

ITEM 11.      Executive Compensation........................................................... 40

ITEM 12.      Security Ownership of Certain Beneficial Owners and Management................... 40

ITEM 13.      Certain Relationships and Related Transactions................................... 40


PART IV

ITEM 14.      Exhibits, Financial Statement Schedules, and Reports on Form 8-K................. 41

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                                     PART I


ITEM 1.           BUSINESS

         The following Business section includes "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
The Act provides a "safe harbor" for forward-looking statements to encourage
companies to provide prospective information about themselves so long as they
identify these statements as forward-looking and provide meaningful cautionary
statements identifying important factors that could cause actual results to
differ from the projected results. All statements other than statements of
historical fact the Company makes in this document or in any document
incorporated by reference are forward-looking. In particular, the statements
herein regarding industry prospects and the Company's future results of
operations or financial position are forward-looking statements.
Forward-looking statements reflect management's current expectations and are
inherently uncertain. The Company's actual results may differ significantly
from expectations. The section entitled "Factors Affecting Future Results and
Forward-Looking Statements" describes some, but not all, of the factors that
could cause these differences.

OVERVIEW

         Applied Microsystems Corporation ("Applied" or the "Company") is a
leader and innovator in software tools and technologies. Applied's products
and services help customers bring products to market faster by providing
innovative tools to develop, debug, and test products faster, more reliably,
and at a lower cost. The Company's products have historically been targeted
to meet the needs of embedded systems markets, and Applied develops, markets
and supports a comprehensive suite of software and hardware-enhanced
development and test tools for the development of complex embedded
microprocessor-based applications. Embedded systems are used extensively in
the new Internet device industry, telecommunications, internetworking,
avionics, computer peripherals, office products, medical instrumentation and
industrial process control. Embedded systems are also found in consumer
markets such as the automotive and entertainment industries. A wide variety
of products use embedded systems, such as hand-held computing devices,
cellular telephones, set-top boxes, automated teller machines, hospital
patient monitors, airplane flight control systems, automotive braking
systems, modems, facsimile machines, video games, and so forth.

         The Company is pursuing development efforts to leverage its
expertise in traditional embedded systems markets to apply its development
and performance-enhancement solutions more specifically to complex Internet
infrastructure needs. The Company expects that traditional embedded systems
tools may become the tools of choice for creating modern Internet
applications and establishing and maintaining Internet infrastructure because
these tools are uniquely suited to creating applications that are highly
reliable. Such tools are also able to handle real-time operating requirements
and complex hardware/software integration.

         The Company's solutions enhance manufacturers' productivity by
providing a set of solutions that span a product's lifecycle. Applied's
current products and services assist customers with the development of
software and the integration of software and hardware in creating embedded
products. The Company's new software analysis tools include the CodeOPTIX-TM-
family of high-level software visibility tools for application software
verification, analysis and test as well as providing the ability to add
executable code to programs running in the target systems. Applied provides
development tools for third-party operating systems such as Microsoft
Corporation's Windows-Registered Trademark- CE, WindRiver Systems'
VxWorks-Registered Trademark- and pSOS-TM-, Sun Microsystems' ChorusOS-TM-,
and Lynx Real-Time Systems' LynxOS-TM- operating systems; support for
development, debug and testing of a wide range of microprocessors; and
custom engineering capability to provide customers with specialized tools,
intellectual property and design services.


                                        1

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         Applied distributes its development solutions primarily through a
network of direct sales and service offices located in the United States,
Japan, and Europe and distributors throughout the rest of the world, as well
as through partnerships with third-party developers of integrated development
environments.

         Applied was incorporated in Washington in 1979 and is headquartered
at 5020 148th Avenue NE, Redmond, Washington. The Company is ISO 9002
certified. For more information, visit Applied's home page on the World Wide
Web: http://www.amc.com.

BACKGROUND

         Applied has developed significant expertise in providing development
solutions to the embedded systems marketplace. Embedded systems generally
include an embedded microprocessor (often referred to as a microcontroller or
"MCU"), a read-only memory ("ROM"), real-time operating system ("RTOS")
software, and custom software to implement assigned applications. Embedded
systems are incorporated within electronic devices and are dedicated to
performing specific tasks quickly and reliably in response to rapidly
occurring external events. Manufacturers worldwide are making increasing use
of embedded systems to enhance the functionality and performance, reduce the
cost and size, and improve the reliability of a broad variety of products.

         Manufacturers are faced with an expanding competitive market that
requires them to bring increasingly complex products to market faster and at
reduced costs. As the computing power of embedded microprocessors has grown,
and as unit prices for embedded microprocessors have declined, manufacturers
have been able to incorporate vastly improved features, speed and reliability
into their products. This additional sophistication has resulted in
significantly larger and more complicated application software and increased
challenges associated with delivering a product on schedule.

         The development of embedded systems using today's high-speed
microprocessors requires the design, debugging and testing of substantial
amounts of complex custom application software, which is typically written in
a high-level programming language. As the complexity and volume of such
software increases, so also increases the potential for programming errors,
the need to eliminate performance shortcomings, and the difficulty of
thoroughly testing the complete system.

         In their efforts to remain competitive, manufacturers are
increasingly faced with the demands of conflicting pressures. As they
incorporate advanced microprocessors into their products, these manufacturers
must hire more software engineers, develop more embedded software, and
intensify their debugging and testing efforts, all of which tend to lengthen
product development cycles and/or increase development costs. At the same
time, competitive demands for lower-cost, technologically superior products
create pressures to minimize development costs and time-to-market. Applied's
current development solutions are designed to help customers respond
successfully to these conflicting demands.

PRODUCTS

         Applied develops, markets and supports a comprehensive suite of
software and hardware-enhanced development and test tools for the development
of complex embedded microprocessor-based applications. Applied's current
development solutions are targeted principally to software engineers in the
development of embedded software and associated products. Applied designs its
products to support major market segments over a broad range of 16- and
32-bit embedded microprocessors primarily manufactured by Advanced Micro
Devices, Inc., Hitachi, Intel Corporation, MIPS Technologies, Inc., and
Motorola, Inc.

                                       2

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         The Company's products generally enable engineers to perform
debugging functions in high-level programming languages and operate on
IBM-compatible personal computers or engineering workstations produced by
Hewlett-Packard or Sun Microsystems. The Company's tools also enable
engineers to observe software interaction and functions with several
commercially available RTOS products and to read file format output from
compatible compilers.

         The Company's current products can be classified into three broad
categories: hardware-enhanced debugging tools, software analysis tools, and
game development systems.

HARDWARE-ENHANCED DEBUGGING TOOLS

         The Company manufactures a wide range of hardware-enhanced software
tools for the design and debugging of embedded software. These in-circuit
microprocessor and ROM emulators are utilized primarily by software engineers
during the highly iterative software development and system integration
phases of the embedded systems development process. To a lesser extent, they
are also used by software engineers for low-level testing of software
functions and by hardware engineers in system integration and troubleshooting
their designs.

         The Company's emulators perform four basic functions or subsets
thereof, depending on product configuration:

          -    DOWNLOAD AND RUN CONTROL -- the ability to load the developer's
               software program into the system under development; to specify
               predetermined events or problems that may occur in the course of
               software execution; to stop system operation upon such an
               occurrence; and to resume operation at the desired point after
               any alterations have been made to the system or software.

          -    EXECUTION TRACE -- the ability to detect, observe and provide
               an execution history of detailed software instructions and flow
               by collecting this data in a minimally intrusive manner in the
               probe's random access memory, which is a capability particularly
               important in identifying bugs or timing problems or in
               reconstructing the events leading up to a system failure.

          -    OVERLAY MEMORY -- the ability to replace the target system's
               memory with memory residing in the emulator where embedded
               software can be debugged and modified easily before it is
               permanently "burned into" the target system's ROM.

          -    HIGH-LEVEL LANGUAGE DEBUGGING -- the ability to display source
               code, data and relevant RTOS information, and to control each of
               the development tool's other basic functions through a high-level
               language interface to the target system under development.


         Applied offers a broad selection of hardware-enhanced software
design and debugging tools with a variety of features and prices. The tools
are accessed through a high-level language debugger human interface licensed
from CAD-UL, Mentor Graphics Corporation, Metrowerks (now Motorola), or
Paradigm and generally resold with Applied's product. These hardware-enhanced
debugging products are available in two categories: (1) lower-priced,
feature-focused products and (2) high-end, higher-priced products based on
traditional embedded architecture.

                                       3

<PAGE>

         The lower-priced, feature-focused products include
CodeTAP-Registered Trademark-, PowerTAP-TM-, and SuperTAP-TM- tools that are
pocket sized and provide a full range of feature capabilities; this category
also includes NetROM-TM-, which provides cost-efficient target ethernet
access and memory substitution. These tools support the latest generation of
microprocessors primarily from Motorola, Intel, Hitachi, Advanced Micro
Devices, and MIPS. This product group represented the largest revenue
category for Applied in 1999, totaling more than 60% of revenues for the
year. Prices for these development solutions range from $3,000 to $30,000,
depending on the model and configuration.

         The high-end, higher-priced products include Applied's EL Series and
CodeICE-TM- emulators that represent previous-generation technology. These
full-featured products support older families of microprocessors from
Motorola (680X0 series) and Intel (80960 series). Based upon a shift in
designs to newer microprocessors, demand for these products has declined in
recent years and represented less than 10% of the Company's revenues in 1999.

         Applied plans to continue to support its hardware-enhanced debugging
tools and expects to develop additional products in 2000 to support existing
and future microprocessors, as well as to continue to enhance and broaden its
user-interface technology with third parties. The process of developing such
additional products is subject to the challenges and uncertainties normally
associated with product development, and there can be no assurance that the
Company will be able to complete these development efforts successfully or in
a timely manner.

SOFTWARE ANALYSIS TOOLS

         The Company's software analysis tools include the CodeOPTIX family
of high-level software visibility tools based on instrumentation for
application software verification, analysis and test as well as providing the
ability to add executable code to programs running in the target systems.
Applied is focused on growing this portion of its business, and software
analysis tools have increased from approximately 10% of revenues in 1997 to
more than 25% of revenues in 1999.

         Applied's CodeTEST-Registered Trademark- includes a line of software
testing tools which are designed specifically to offer a broad range of
optimization and testing capabilities to software developers. These tools
measure the performance and reliability of software, as well as the adequacy
of the test process itself, in a minimally intrusive manner. The measurements
are then displayed in an intuitive format. Software engineers use these
products during the full range of system development - beginning with initial
software development, extending to system integration, and then to final
system test and validation.

         CodeTEST software analysis tools currently include the following
modules:

          -    COVERAGE ANALYSIS - Basic Block Coverage: the ability to
               measure the percentage of a software program's routines actually
               exercised by certain tests; to identify redundancies among tests;
               to identify the optimal set of tests to maximize the percentage
               of code tested in the shortest test period; and to determine the
               point at which the cost of continued testing is likely to exceed
               the benefits to be derived.

          -    ADVANCED COVERAGE TOOLS - adds a finer degree of granularity
               for analyzing test execution to the Statement, Decision and
               Modified Condition Decision Coverage levels. For certain
               industries such as avionics, government regulations mandate test
               methodologies for each type of software application based on the
               criticality of that application. Advanced Coverage Tools show
               what conditions, decision paths, and code statements have been
               tested.

          -    PERFORMANCE ANALYSIS - the ability to measure the time that a
               software program takes to perform a particular function and the
               degree of embedded microprocessor utilization; to identify any
               hindrances to high-speed processing so that system reaction times
               and compliance with performance specifications can be optimized.

                                       4
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          -    MEMORY ALLOCATION ANALYSIS - the ability to monitor the use of
               memory during software execution; to identify likely "memory
               leaks" and other memory allocation errors in order to improve
               programming reliability and aid in minimizing the size and cost
               of the target system's memory.

          -    SOFTWARE EXECUTION TRACE - the ability to observe software
               functions from the source code level to the task level at any
               point in execution history to address software performance or
               memory problems.

         The CodeTEST product line currently includes software modules sold
separately or with a separate hardware probe. CodeTEST supports the most
popular 32-bit microprocessors from Motorola, Intel, Hitachi, Applied Micro
Devices, and MIPS, as well as the VME Bus computer architecture. Applied
plans to support additional embedded microprocessors with additional releases
during 2000, but there can be no assurance as to the success or timeliness of
such development efforts.

         In 1997, Applied entered into an OEM agreement with a third-party
developer of real time operating systems for integration of certain CodeTEST
modules within its integrated development environment. In 1998, Applied
released and began shipping a software-only version of two CodeTEST modules,
Basic Block Coverage and Memory Allocation Analysis, through this third
party. This agreement remained in place throughout 1999. The modules run on
the embedded target within the third party's integrated development
environment. Applied plans to expand its software-only CodeTEST with
additional module releases and distribution channels during 2000.

         In December 1999, Applied began shipping LiveCODE-TM-, the
industry's first interactive run-time tracing system. LiveCODE incorporates
Applied's automated instrumentation technology, which allows users to
interactively debug their software while the application runs in the target.
With LiveCODE, developers can graphically display program execution at a high
level to quickly understand its operation, trace details in areas of interest
and insert code to diagnose problems. All of this can be done without
recompiling or stopping the program. Interactively debugging software while
the application runs in the target means developers can significantly reduce
the time spent debugging and spend more time on developing code.

GAME DEVELOPMENT SYSTEMS

         In August 1999, Applied and Nintendo of America, Inc. announced an
agreement whereby Applied would develop software and hardware for Nintendo's
next-generation gaming system, code-named "Dolphin." During the latter part
of 1999 and into 2000, Applied continued the development effort and
anticipates initial shipments of Nintendo development kits in 2000.

         Based in part on the Company's growing expertise in developing tools
for complex gaming systems, Applied announced in March 2000 that it had
joined PowerPlay - an initiative designed to identify and establish a set of
known operating standards for Internet Service Providers and other service
and equipment providers. The goal of PowerPlay is to help create open
standards that improve the performance of multi-player games on the Internet.
Other corporate members of the initiative include Internet infrastructure
companies, Internet service providers and game developers. Applied expects to
focus increasingly greater resources on the development and support of games
development tools.

CUSTOMERS

         The Company's sales are presently concentrated primarily in the
internetworking, telecommunications and computer peripherals segments of the
electronics industry. Sales to Lucent Technologies Inc. accounted for 10% of
consolidated revenues in 1999. The Company expects that a substantial portion
of its revenues will continue to be concentrated among a relatively limited
number of customers for the foreseeable future. Sales are generally made
pursuant to customer purchase orders.

                                       5
<PAGE>

SALES, MARKETING AND CUSTOMER SUPPORT

         Applied distributes its development solutions primarily through a
network of direct sales and service offices located in the United States,
Japan, and Europe, and distributors throughout the rest of the world, as well
as through partnerships with third-party developers of integrated development
environments. As of December 31, 1999, the Company had 78 sales and support
employees worldwide, including 44 field sales engineers, inside sales
specialists and application engineers located at the Company's headquarters
and in direct or home sales offices throughout North America, and in the
Company's wholly owned subsidiaries in Japan, Germany, France and the United
Kingdom. Due to the technical nature of its products, the Company believes
that an important aspect of its direct sales strategy is the technical
support and training provided to customers. In addition, a high level of
customer service and support is critical to customer adoption and successful
utilization of design, debugging and testing technology. The Company's field
application engineers offer product support and assist customers in
incorporating Applied's design, debugging and testing tools into their design
process.

         The Company maintains international distribution agreements covering
various countries. These agreements generally have a term of 12 months and
are exclusive on a country-by-country basis. The sale of software development
tools in foreign countries involves risks associated with currency exchange
rate fluctuations and restrictions, export-import regulations, customs
matters, potentially longer payment cycles, differing collection issues, and
military, political and transportation risks. The Company's sales through its
foreign subsidiaries are generally denominated in foreign currencies. As a
result, fluctuations in currency exchange rates can have a significant effect
on the Company's sales, even in the absence of an increase or decrease in
unit sales to foreign customers. In addition, foreign sales involve
uncertainties arising from local business practices and cultural
considerations, and risks associated with international trade tensions. The
Company expects that international sales will continue to account for a
significant portion of Applied's net sales in the future.

         Applied participates in cooperative marketing activities with other
embedded systems development tools providers and embedded microprocessor
manufacturers. These relationships enable the Company to further leverage its
technical capabilities, customer relationships and international sales and
support infrastructure. The Company believes that developing and maintaining
these relationships is important to its ability to achieve broad market
penetration. Applied's marketing efforts also include attending trade shows,
publishing articles, and advertising in trade magazines and journals, direct
mail and product demonstrations.

         The time between order and delivery of the Company's products is
often quite short. The number of orders, as well as the size of individual
orders, can vary substantially from month to month. Because of the short
period between order receipt and shipment of products, the Company typically
does not have a meaningful backlog of unfilled orders and believes a backlog
is neither significant to an understanding of its business nor representative
of potential revenue for any future period.

COMPETITION

         The traditional market for embedded software development solutions
is fragmented and highly competitive, with many providers offering technical
solutions to address the design, debugging, testing and service needs of
embedded software developers. This market is also subject to rapid change, as
technological developments create new needs and render prior technical
solutions obsolete. The Company's ability to compete successfully in this
market will depend on its ability to develop and introduce new products and
features that address the increasingly sophisticated needs of its customers,
to implement business relationships that enable it to broaden its product
offerings, to provide worldwide customer service and support, and to respond
to technological advances, emerging industry standards and practices and
competitive developments.

                                       6
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         The principal competition for the Company's hardware-enhanced
debugging tools comes primarily from Agilent Technologies, Inc. (formed from
a spin-off of various business units of Hewlett-Packard), Lauterbach GmbH,
and Embedded Support Tools Corporation, and from various other domestic and
international providers of in-circuit emulators, many of which focus
primarily on developing products to support specific microprocessors, and, to
a lesser extent, from domestic providers of embedded microprocessor
simulators, RTOS debugging software, logic analyzers, ROM monitors and ROM
emulators.

         Competition for Applied's software analysis tools comes principally
from domestic providers of embedded debug software, emulators and logic
analyzers, which are generally able to perform only portions of the software
testing functions offered by the Company's CodeOPTIX tools. The Company has
also historically experienced competition from the engineering departments of
major manufacturers, which occasionally develop internal technical solutions
to their design, debugging or testing problems.

         Competition among providers of embedded software design, debugging,
testing and services focuses on a variety of factors, including the
availability of tools that are compatible with the customer's chosen embedded
microprocessor, engineering workstation and other software development
equipment; performance characteristics and features such as high-speed
processing, real-time visibility and control, high-level programming language
and ease-of-use; product reliability; price/performance characteristics;
customer service and worldwide support; and product availability and delivery
time. The Company believes that the relative importance of each of these
factors to a prospective customer varies for each development project,
depending upon the complexity of the embedded system design, the
microprocessor to be used, the project development schedule, and the
engineering team's budget and experience level.

         The Company anticipates that the embedded systems development market
is likely to experience continued consolidation as companies strive to
broaden their product offerings. For example, in February 2000, Wind River
announced plans to purchase Embedded Support Tools Corporation. The Company
expects competition to increase from both established and emerging companies.
The Company believes that much of its competition is now, and will
increasingly be, from larger companies having substantially greater
technical, financial and marketing resources, as well as larger customer
bases and greater name recognition, than Applied.

MANUFACTURING

         The Company maintains manufacturing operations to support its
hardware-enhanced development solutions. The manufacturing operations consist
of the procurement and inspection of parts and components, assembly, software
duplication, and extensive testing of components and finished products.
Applied's products incorporate the Company's proprietary software, as well as
software licensed from others. The Company conducts virtually all steps of
the assembly process, including board assembly, at its facility in Redmond,
Washington. The Company has a computerized manufacturing inventory control
system that integrates and monitors purchasing, inventory control and
production.

         The Company thoroughly inspects and tests its manufactured products
during the manufacturing process and tests finished products using tests
designed and developed internally based on the custom requirements and
functionality of the product. In addition, the Company's products undergo
thorough quality inspection and testing, including "burn-in" procedures
throughout the manufacturing process to ensure the quality and reliability of
the Company's products. Applied also requires that all employees involved in
the assembly process undergo thorough training. The Company has maintained
its ISO 9002 certification since December 1995. The Company generally
warrants that its hardware, software and mechanical parts will be free from
defects in materials and workmanship for 90 days domestically and from 90
days to one year internationally, depending on the product and location.

                                       7
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         The Company pursues a strategy of using the latest high-performance
hardware components in the manufacture of its development tools. A number of
these product components, such as microprocessors, ASICs, standard integrated
circuits, memory chips, connectors and cables, are available only from a
single source or a limited number of distributors. The Company has entered
into agreements with a number of its vendors that include provisions
requiring the vendor to maintain specified levels of key parts and
components. In addition, due to fluctuating demand levels and limits on
production, it is typical for a number of key components to be on
"allocation" at any given time. There can be no assurance that the Company
will be able to obtain key components in the future in a timely manner, in
sufficient quantities, and/or on favorable price terms. The Company has a
limited ability to avoid or offset future price increases by suppliers of key
components. If the Company were to experience significant future delays,
interruptions, or reductions in its supply of key components, or unfavorable
price terms, its business, financial condition, and results of operations
could be materially adversely affected.

         Although the Company's customers occasionally forecast projected
purchase requirements in advance of shipment dates, customers more frequently
order on an as-needed basis, and products are often shipped within a few
weeks after an order is received. As a result, the Company's ability to plan
production and inventory levels is limited. The need for immediate delivery
by many customers, as well as the numerous products and configurations sold
by the Company, require the Company to maintain a relatively high level of
parts in inventory.

         The Company is subject to a variety of federal, state and local
governmental regulations related to the storage, use, discharge and disposal
of toxic, volatile or otherwise hazardous chemicals used in its manufacturing
process. The Company may be subject to future environmental regulations that
may impose the need for additional capital equipment or other requirements.
Any failure by the Company to control the use of, or adequately to restrict
the discharge of, hazardous substances under present or future regulations
could subject the Company to liability. The company is not aware of any
significant liability related to environmental issues.

RESEARCH AND DEVELOPMENT

         Applied believes that continued investment in research and
development is critical to the Company's future success. Applied continues to
make substantial investments in the development of new technologies and
products. Because of the competitive importance of offering development
solutions that are compatible with particular microprocessors and other
equipment to be used in developing embedded systems, solutions providers such
as Applied are under continuing pressure to support major new families of
embedded microprocessors, as well as advances in other development software
and hardware. Applied believes that its future growth and financial
performance will depend heavily on its ability to enhance its existing
products, develop and introduce new products and features that address the
increasingly sophisticated needs of its customers, and respond to
technological advances, emerging industry standards and practices, and
competitive developments. Applied's engineering and development group
includes 96 full-time employees. During 1999, research and development
expenses were $11.4 million, compared to $10.4 million in 1998 and $8.5
million in 1997.

PROPRIETARY RIGHTS

         The Company's success will depend in part on its ability to protect
its technology and to preserve its trade secrets. Although the Company relies
primarily upon continuing technological innovations, trade secrets and
know-how to develop and maintain its competitive position, it also relies on
a combination of patent, copyright and trademark laws, confidentiality
procedures, and contractual provisions to protect its proprietary rights. The
Company has limited patent protection, and there can be no assurance that any
patents will provide a competitive advantage or will afford protection
against competitors with similar technology, or will not be successfully
challenged or circumvented by competitors. The Company's policies and other
measures designed to protect trade secrets and propriety rights may

                                       8
<PAGE>

not be adequate to prevent or deter misappropriation of its technology; in
addition, competitors may be able to independently develop technologies
having similar functions or performance characteristics. The laws of some
foreign countries do not protect the Company's proprietary rights to the same
extent as do the laws of the United States. The Company may not have an
adequate legal remedy to prevent or seek redress for future unauthorized
misappropriations of the Company's technology.

         The embedded systems development market is characterized by rapid
technological change, with frequent introductions of new products and
technologies. As a result, industry participants often find it necessary to
develop products and features similar to those introduced by others,
increasing the risk that their products and processes may give rise to claims
that they infringe the patents of others. Accordingly, the Company's current
and future products and processes within the traditional embedded markets or
in new markets may conflict with patents that have been granted or may be
granted to competitors or others. Such competitors or others could bring
legal actions against the Company or its customers, claiming damages and
seeking to enjoin manufacturing, marketing or use of the affected product or
processes. Similarly, the Company may in the future find it necessary to
commence litigation in order to enforce and protect its proprietary rights.
If the Company becomes involved in such litigation, it could consume a
substantial portion of the Company's resources and result in a significant
diversion of management attention. If the outcome of any such litigation were
adverse to the Company or its customers, the Company's business, financial
condition and results of operations could be materially and adversely
affected.

         The Company believes that it currently owns or has adequate rights
to utilize all material technologies relating to its existing products;
however, as it continues to develop new products and features, the Company
anticipates that it may find it desirable or necessary to obtain nonexclusive
or exclusive licenses from third parties entitling it to use certain
technologies or software solutions. Such licenses may not be available to the
Company on acceptable terms, if at all. The Company currently has licenses to
several software programs that are used in its design, debugging and testing
products. Termination of any such agreement, or failure to renew any such
agreement upon its expiration with respect to products the Company intended
to continue to market, would require product redesign and could significantly
increase the cost to the Company of manufacturing such products and have a
material adverse effect on the Company's business, financial condition and
results of operations. The Company's loss of or inability to obtain necessary
or desirable licenses from third parties could have a material adverse effect
on the Company's business, financial condition and results of operations.

EMPLOYEES

         As of December 31, 1999, the Company had 251 employees, of whom 221
were based in the United States and 30 were based internationally. Of the
total, 121 were engaged in Sales, General and Administrative, 96 were in
research and development and 34 were in manufacturing. None of the Company's
employees is represented by a labor union. The Company has not experienced
any work stoppages and considers its relations with its employees to be good.

ITEM 2.  PROPERTIES

         The Company's principal administrative, sales, marketing, research
and development and manufacturing facility is located in an approximately
59,000 square-foot building in Redmond, Washington that is leased through May
31, 2001. The Company also leases nine other domestic sales and support
offices in the United States and five international sales offices in Japan,
France, Germany and the United Kingdom. The Company believes that its
facilities are adequate to satisfy its projected requirements, including its
requirements for production capacity into 2000, and that additional space
will be available as needed.

                                       9
<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

         From time to time, Applied is involved in legal proceedings, none of
which is currently considered material to the Company's business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         No matters were submitted to a vote of security holders during the
fourth quarter of 1999.

                                    PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

         Applied Microsystems' common stock trades on The Nasdaq Stock
Market-Registered Trademark-("Nasdaq") under the symbol "APMC." The Company
estimates that at March 17, 2000, there were approximately 3,000 beneficial
owners of the Company's common stock, as estimated by the number of record
holders including participants in security positions listings.

         The closing price of the Company's common stock as reported by
Nasdaq on March 17, 2000 was $19.63 per share. The price per share in the
following table sets forth the low and high closing prices on Nasdaq for the
quarter indicated:

<TABLE>
<CAPTION>
                                         LOW             HIGH
                                       -------          ------
<S>                                    <C>              <C>
           1997
                First quarter          $   4.88         $  16.00
                Second quarter             3.88            10.50
                Third quarter              8.00            12.88
                Fourth quarter             5.00            12.63
          1998
                First quarter          $   4.50         $   8.88
                Second quarter             3.81             7.63
                Third quarter              2.63             4.63
                Fourth quarter             2.13             4.75
          1999
                First quarter          $   2.75         $   4.81
                Second quarter             2.50             3.44
                Third quarter              2.19             4.13
                Fourth quarter             3.56            13.75

</TABLE>

         The Company has not paid dividends and does not plan to pay
dividends on its common stock in the foreseeable future.

                                       10

<PAGE>

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

<TABLE>
<CAPTION>
                                                                       YEAR ENDED DECEMBER 31,
                                                    ---------------------------------------------------------------
                                                      1999          1998          1997         1996          1995
                                                    --------      --------      --------     --------      --------
                                                              (in thousands, except per-share amounts)
<S>                                                 <C>           <C>           <C>          <C>           <C>
STATEMENT OF OPERATIONS DATA:
Net sales                                           $ 33,241      $ 37,020      $ 39,124     $ 38,662      $ 31,039
Cost of sales                                          8,664         9,587        10,532       10,793         9,530
                                                    --------      --------      --------     --------      --------
Gross profit                                          24,577        27,433        28,592       27,869        21,509
Operating expenses:
   Sales, general and administrative                  18,929        18,104        18,542       15,142        13,321
   Research and development                           11,435        10,438         8,468        7,988         6,275
                                                    --------      --------      --------     --------      --------
Total operating expenses                              30,364        28,542        27,010       23,130        19,596
                                                    --------      --------      --------     --------      --------
Income (loss) from operations                         (5,787)       (1,109)        1,582        4,739         1,913
Interest income and other, net                           706           783           669          559          (154)
                                                    --------      --------      --------     --------      --------
Income (loss) before income taxes                     (5,081)         (326)        2,251        5,298         1,759
Income taxes                                              --            19           349        1,582           305
                                                    --------      --------      --------     --------      --------
Net income (loss)                                   $ (5,081)     $   (345)     $  1,902     $  3,716      $  1,454
                                                    ========      ========      ========     ========      ========

Basic earnings (loss) per share                     $  (0.76)     $  (0.05)     $   0.28     $   0.57      $   0.94
Shares used in basic per-share calculation             6,727         6,811         6,769        6,545         1,551

Diluted earnings (loss) per share                   $  (0.76)     $  (0.05)     $   0.26     $   0.52      $   0.27
Shares used in diluted per-share calculation           6,727         6,811         7,297        7,097         5,329

</TABLE>
<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                    ---------------------------------------------------------------
                                                      1999          1998          1997         1996          1995
                                                    --------      --------      --------     --------      --------
                                                                           (in thousands)
<S>                                                 <C>           <C>           <C>          <C>           <C>
BALANCE SHEET DATA:
Working capital                                     $ 16,311      $ 20,116     $ 20,547      $ 19,415      $ 15,756
Total assets                                          28,042        33,290       32,582        30,824        26,846
Long-term debt, net of current portion                    --            --           --            15            68
Shareholders' equity                                  19,187        23,931       24,291        22,607        18,654

</TABLE>

                                       11
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

OVERVIEW

         Applied Microsystems Corporation is a leader and innovator in
software tools and technologies. Applied's products help customers bring
products to market faster by providing innovative tools to develop, debug,
and test products faster, more reliably, and at a lower cost. The Company's
products have historically been targeted to meet the needs of embedded
systems markets, and Applied develops, markets and supports a comprehensive
suite of software and hardware-enhanced development and test tools for the
development of complex embedded microprocessor-based applications. Embedded
systems are used extensively in the new Internet device industry,
telecommunications, internetworking, avionics, computer peripherals, office
products, medical instrumentation and industrial process control. Embedded
systems are also found in consumer markets such as the automotive and
entertainment industries. A wide variety of products use embedded systems,
such as hand-held computing devices, cellular telephones, set-top boxes,
automated teller machines, hospital patient monitors, airplane flight control
systems, automotive braking systems, modems, facsimile machines, video games,
and so forth.

         The Company is pursuing development efforts to leverage its
expertise in traditional embedded systems markets to apply its development
and performance-enhancement solutions more specifically to complex Internet
infrastructure needs. The Company expects that traditional embedded systems
tools may become the tools of choice for creating modern Internet
applications and establishing and maintaining Internet infrastructure because
these tools are uniquely suited to creating applications that are highly
reliable. Such tools are also able to handle real-time operating requirements
and complex hardware/software integration.

RESULTS OF OPERATIONS

<TABLE>
<CAPTION>
                                              CHANGE FROM                  CHANGE FROM
(DOLLARS IN THOUSANDS)             1999        PRIOR YEAR       1998       PRIOR YEAR       1997
--------------------------------------------------------------------------------------------------
<S>                               <C>         <C>              <C>         <C>             <C>
NET SALES                         $33,241       $(3,779)       $37,020        $(2,104)     $39,124
                                                   (10%)                          (5%)

</TABLE>

         The Company generally recognizes revenues from product sales upon
shipment, unless the Company has obligations remaining under a sale or
licensing agreement, in which case revenue is deferred until earned. Revenues
from sales of product support contracts are deferred and recognized ratably
over the contract period, which is typically 12 months. See Note 1 of Notes
to Consolidated Financial Statements.

         The Company's net sales are presently derived primarily from sales
of software design, debugging, and testing solutions, as well as product
support and consulting services. During 1998 and 1999, the Company
experienced continuing declines in sales volumes of its higher-priced
"high-end" emulator products as the overall market demand for this type of
product decreased at a more rapid pace than anticipated. High-end debug
products accounted for over 40% of net sales in 1997, but have since declined
to less than 10% of net sales in 1999. The Company's lower-priced,
hardware-based debug products have increased as a percentage of net sales
from 43% of net sales in 1997 to nearly 60% of net sales in 1999. The
Company's new software analysis tools, including CodeTEST and the recently
released LiveCODE products, have increased from approximately 10% of net
sales in 1997 to more than 25% of net sales in 1999. The Company's net sales
also include product support revenues, which are included within the
aforementioned major categories of Applied's products. These support revenues
represented 14% of net sales in 1999, compared to 13% in 1998 and 12% in 1997.

                                       12
<PAGE>

         The decrease in net sales in 1999 as compared to 1998 was primarily
attributable to a decrease in unit sales of high-end debug products and
decreases in unit sales of certain older lower-priced debug products. The
overall lower net sales were partially offset by increased sales of software
analysis tools, primarily from the CodeTEST product line, and increased
consulting revenues as the Company progressed under its agreement with
Nintendo to provide development kits for Nintendo's next-generation gaming
system. Applied also had improved sales in 1999 of certain lower-priced debug
products, including PowerTAP, and favorable year-over-year currency exchange
rate fluctuations affecting the dollar value of international sales.

         The decrease in net sales in 1998 as compared to 1997 was primarily
attributable to a decline in unit sales of high-end debug products and to a
lesser extent currency exchange rate fluctuations unfavorably affecting the
dollar value of international sales. These decreases were partially offset by
an increase in unit sales and average selling price of lower-priced debug
products, and to a lesser extent on increased patent license royalties and
consulting services.

         International sales represented 38% of net sales in 1999, compare to
44% in 1998 and 49% in 1997. In U.S. dollars, international sales outside of
North America decreased 22% in 1999, as compared to 1998. International sales
decreased 16% in 1998, as compared to net sales in 1997. The decreases in
1999 and 1998 were attributable primarily to a reduction in unit sales and
average selling price of the Company's products internationally, particularly
as the Asian economies have experienced overall weakness. The decrease in
1998 was partially offset by an increase in unit sales in Europe.

         Applied's sales through its foreign subsidiaries are generally
denominated in local currencies; as a result, fluctuations in currency
exchange rates can have a significant effect on the Company's reported net
sales. Had the average exchange rates in 1999 remained constant from 1998,
the dollar amount of overall Company net sales would have decreased 13%
instead of the reported 10% decrease. Had the average exchange rates in 1998
remained constant from 1997, the dollar amount of overall Company sales would
have decreased 3% instead of the reported 5% decrease. The Company is unable
to predict currency exchange rate fluctuations and anticipates that such
fluctuations will continue to affect its net sales to varying degrees in the
future. While international sales have decreased over the past three years in
total and as a percentage of revenues, the Company expects international
sales to continue to account for a significant percentage of its net sales.

<TABLE>
<CAPTION>
                                        PERCENTAGE OF                 PERCENTAGE OF                 PERCENTAGE OF
(DOLLARS IN THOUSANDS)        1999        NET SALES         1998        NET SALES         1997        NET SALES
-----------------------------------------------------------------------------------------------------------------
<S>                         <C>         <C>              <C>         <C>             <C>            <C>
COST OF SALES                $8,664          26%           $9,587          26%          $10,532          27%

GROSS PROFIT                $24,577          74%          $27,433          74%          $28,592          73%

</TABLE>

         Cost of sales includes materials, labor and overhead incurred in the
manufacturing of products as well as the cost of providing professional
services and estimated warranty. The Company performs periodic assessments of
required reserves for potential inventory obsolescence, and corresponding
adjustments to such reserves are included within cost of sales. The dollar
amounts of cost of sales and gross profit fluctuate based on the volume of
corresponding net sales.

                                       13
<PAGE>

         Overall, cost of sales and gross profit as a percentage of net sales
have remained constant over the reporting periods, despite the change in
product mix toward software analysis tools and lower-priced debug products.
Software analysis tools generally have a higher gross profit percentage than
the Company's traditional debug products. However, the increased gross profit
on software analysis tools was offset by additional required inventory
reserves for high-end inventory, the allocation of overhead expenses over a
lower volume of production as unit sales have decreased, and lower
comparative margins on consulting services.

         The Company expects its gross profit to fluctuate based upon its
product mix, geographic mix, product and patent license royalties and
variances in volume and related absorption of factory overhead costs.
Accordingly, there can be no assurance that the Company will be able to
sustain its recent gross profit percentages.

<TABLE>
<CAPTION>
                                                      CHANGE FROM                       CHANGE FROM
(DOLLARS IN THOUSANDS)                   1999         PRIOR YEAR          1998          PRIOR YEAR          1997
-----------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>               <C>             <C>             <C>
 SALES, GENERAL AND
   ADMINISTRATIVE EXPENSES             $18,929              $825         $18,104            $(438)        $18,542
                                                              5%                              (2%)
</TABLE>

         The increase in sales, general, and administrative expenses in 1999
was due primarily to higher marketing expenditures incurred as the Company
launched its CodeOPTIX product family, as well as certain higher
personnel-related expenditures. Expenses in 1999 also included accelerated
amortization on certain purchased technology. The higher overall expenses for
the year were offset in part by lower sales commissions, commensurate with
lower reported revenues in 1999, as well as certain lower consulting expenses.

         The decrease in 1998 in comparison to 1997 was due primarily to a
reduction in foreign currency exchange losses as well as a reduction in
general operating expenses. These lower expenditure levels were partially
offset by increased headcount, compensation-related expenses, and promotional
costs in connection with the company's expansion of its sales and marketing
efforts.

         The Company expects its sales and marketing expenditures to increase
in the future as it introduces and markets new products and continues to
expand its sales, general and administrative organization.

         Foreign exchange gains and losses are included in sales, general and
administrative expenses. In order to mitigate certain intercompany risks
associated with exchange rate fluctuations, the Company at times hedges a
portion of its foreign exchange risk in Japan as it relates to the trade debt
the Company's Japanese subsidiary owes to the Company. No such hedging
activities were in effect during 1999. Although the Company may engage in
exchange-rate hedging activities with respect to certain exchange-rate risks,
there can be no assurance that it will do so or that any such activities will
successfully protect the Company against such risks.

                                       14
<PAGE>

<TABLE>
<CAPTION>
                                                      CHANGE FROM                      CHANGE FROM
(DOLLARS IN THOUSANDS)                   1999         PRIOR YEAR          1998          PRIOR YEAR         1997
----------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>               <C>             <C>             <C>
 RESEARCH AND DEVELOPMENT
   EXPENSES                            $11,435              $997         $10,438            $1,970        $8,468
                                                             10%                               23%

</TABLE>

         The increase in research and development expenses in 1999, as
compared to 1998, was primarily attributable to increased engineering
headcount and correspondingly higher compensation-related expenses. These
increased expenses were a direct result of the Company's investment in
strategic new initiatives, including the development of LiveCODE, which was
first commercially shipped in December 1999. LiveCODE enables developers to
trace and analyze the execution history of their application software as it
is running in the target system. This new product also gives developers the
capability to interact with the program as it is being executed without
interrupting execution or having to recompile the application.

         Research and development expenses increased in 1998 as compared to
1997 due primarily to an increase in contract labor, headcount and
compensation-related expenses, which were partially offset by lower prototype
expenses.

         The Company believes that its continued investment in focused
research and development activities is critical to Applied's future success,
and that the Company's engineering resources represent a competitive
advantage. Therefore, the Company intends to continue to make substantial
investments in product development. These efforts may include development of
software design, debugging and test tools for additional embedded
microprocessors as well as continued advanced development in new products for
current and new market opportunities. As a result, the Company anticipates
that research and development expenses will increase in 2000.

<TABLE>
<CAPTION>
                                                      CHANGE FROM                      CHANGE FROM
(DOLLARS IN THOUSANDS)                   1999         PRIOR YEAR          1998          PRIOR YEAR         1997
----------------------------------------------------------------------------------------------------------------
<S>                                   <C>             <C>               <C>             <C>             <C>
 INTEREST INCOME AND OTHER,
   NET                                   $706              $(77)          $783                $114         $669
                                                           (10%)                               17%
</TABLE>

         The Company's interest income and other, net, decreased in 1999 in
comparison to 1998 due primarily to a decrease in cash available for
short-term investments. In like manner, interest income and other, net,
increased in 1998 in comparison to 1997 primarily as a result of a higher
level of cash available for short-term investing.

INCOME TAXES

         As of December 31, 1999 the Company had net operating loss
carryforwards of approximately $6.0 million and research and development
credit carryforwards of approximately $1.9 million for federal income tax
purposes, both of which expire in various amounts through 2019. The
utilization of some of these carryforwards is subject to an annual limit of
approximately $392,000 under rules of the Internal Revenue Code.

         Deferred income taxes reflect the net tax effects of temporary
differences between the tax basis of assets and liabilities and the
corresponding financial statement amounts. Due to the uncertainty of the
Company's ability to utilize its net deferred tax assets, including its net
operating losses and research and development credits, a valuation allowance
has been established for financial reporting purposes equal to the amount of
the net deferred tax assets. See Note 6 of Notes to Consolidated Financial
Statements.

                                       15
<PAGE>

QUARTERLY RESULTS OF OPERATIONS

         The Company's results of operations have historically fluctuated
significantly from quarter to quarter, and the Company expects that such
fluctuations may continue as a result of a variety of factors. These factors
include the following: product and price competition, fluctuating levels of
internal research and development expenses, the volume and timing of customer
development projects and orders, seasonality of customer orders,
introductions of new embedded microprocessors, announcements or introductions
of new products or technologies by the Company or its competitors,
fluctuations in foreign currency exchange rates, fluctuating levels of
required investments in marketing and distribution, price increases by the
Company's suppliers, potential parts shortages, general conditions in the
Company's target markets, and national and global economic conditions.
Therefore, the Company's quarterly results of operations are not necessarily
indicative of results for any future period. Moreover, a significant portion
of the Company's quarterly net sales have historically been generated from
shipments during the last few weeks of the quarter, thereby adding to the
potential for future fluctuations in operating performance.

LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 1999, the Company had $16.3 million in cash, cash
equivalents, and short-term investments, compared to $17.1 million as of
December 31, 1998. Applied maintains a revolving line of credit with a
commercial bank whereby the Company may borrow up to $7.0 million at either
the bank's prime rate or LIBOR plus 1.45%. Any such amounts borrowed would be
due at the expiration of the line of credit on May 31, 2000. The line of
credit is secured by all of the Company's inventories, chattel paper,
accounts receivable and general intangible assets and includes certain
financial covenants. There were no amounts outstanding as of December 31,
1999 nor at any time during 1999, and Applied was in compliance with all
applicable financial covenants.

         The Company requires capital primarily for the financing of
inventories and accounts receivable, sales and marketing efforts, product
development activities, and capital equipment purchases. As a result of its
operating losses, Applied used cash of $404,000 for operating activities in
1999, compared to generating $1.8 million cash from operating activities in
1998 and $5.3 million in 1997. The Company purchased $729,000 in equipment
during 1999, compared to purchasing $1.3 million in 1998 and $1.5 million in
1997. As of December 31, 1999, the Company had no significant commitments
with regard to capital purchases, but expects to spend approximately $1.2
million in 2000 for new capital items. The Company anticipates that its
annual capital needs will increase in the future as a function of replacement
cycles and anticipated growth of Applied's business.

         The Company believes that its existing working capital, together
with amounts anticipated from operations and its available revolving credit
line, will provide the Company with sufficient funds to finance its
operations for at least the next 12 months. The Company's future capital
requirements will depend on a number of factors, including costs associated
with sales and marketing programs, product development efforts, the success
of the commercial introduction of new Applied products, and the potential use
of funds for strategic purposes. To the extent additional capital is
required, the Company may sell additional equity, debt or convertible
securities, or obtain additional credit facilities.

IMPACT OF YEAR 2000

         In the years leading up to the Year 2000, the Company performed a
comprehensive analysis of its exposure to potential Year 2000 problems and
took necessary action to address identified problems. The Company estimates
that it spent less than $200,000 in assessing and addressing internal Year
2000 issues, in addition to system upgrades that were made as part of
standard system maintenance. To date, Applied has not experienced any known
Year 2000 issues and has been informed by material suppliers and vendors that
they have also not experienced material Year 2000 issues. The Company will
continue to monitor its position with respect to Year 2000 issues.

                                       16
<PAGE>

FACTORS AFFECTING FUTURE RESULTS AND FORWARD-LOOKING STATEMENTS

         The preceding "Business" section and other areas within this
document contain forward-looking statements that involve risks and
uncertainties. The statements in this document that are not purely historical
are forward-looking statements. Words such as "anticipates," "expects,"
"intends," "plans," "believes," "seeks," "estimates," and similar expressions
identify forward-looking statements, but the absence of these words does not
mean the statement is not forward-looking. The Company cannot guarantee these
statements, which are subject to risks, uncertainties, and assumptions that
are difficult to predict. The Company's actual results may differ materially
from those anticipated due to a variety of factors, including those set forth
in the following risk factors and elsewhere in this document. The Company
will not update any forward-looking statements due to new information, future
events or otherwise.

         RECENT OPERATING LOSSES. The Company's revenues declined in 1999 and
1998, and Applied incurred corresponding operating losses in both of these
years. Applied put a new management team in place during 1999 and has taken
steps to improve its financial performance and long-term strategic direction;
however, the Company's future success is not assured.

         RAPIDLY CHANGING TECHNOLOGY. The introduction of products embodying
new technologies and the emergence of new industry standards and practices
can render existing products obsolete and unmarketable. The Company's
declining sales of its high-end debug products are indicative of this type of
change in market requirements. The Company's future business, financial
condition and results of operations will depend upon its ability to
anticipate market demand for specific development solutions, develop new
products and features that address the increasingly sophisticated needs of
its customers, and respond to technological advances and emerging industry
standards and practices.

         MANUFACTURING AND PRODUCT SHIP SCHEDULES. A number of the Company's
components are manufactured by a single source or distributed through a
limited number of outlets. The Company may be unable to obtain key components
in a timely manner, in sufficient quantities, or on favorable price terms. In
addition, delays in new-product introductions could delay the Company's
expected revenue growth rates and cause its customer base to become
dissatisfied and erode.

         DESIGN STARTS. The Company's development solutions span a wide range
of microprocessors, real-time operating systems, and development
environments. However, a substantial decline in the number of design starts
for 16-bit or 32-bit embedded microprocessors supported by Applied, or delays
by semiconductor manufacturers in the release of embedded microprocessors for
which the Company has developed tools, could have an adverse effect on the
Company's revenues.

         RELATIONSHIP WITH SEMICONDUCTOR MANUFACTURERS. The Company's ability
to provide timely new products to its customers is enhanced by Applied's
relationship with major semiconductor manufacturers. With access to new
embedded microprocessor technology, Applied is able to adapt its tools to
these new designs and make its tools available at the time the Company's
customers begin to incorporate the new microprocessors into their product
designs. Should Applied be unable to obtain timely access to new embedded
microprocessor technology, the Company's operating results and market share
could suffer.

         INDUSTRY FOCUS. The Company's sales are currently derived primarily
from the telecommunications, internetworking, and avionics markets, and
negative events affecting these markets could have an adverse effect on the
Company's revenues.

         COMPETITION. The Company has historically participated in the
embedded systems development tools market. This market is rapidly evolving
and intensely competitive. Applied has also entered into new markets, such as
providing development solutions to the gaming industry through its initial
agreement with Nintendo. Competitors may develop and offer products and
services similar to Applied's current or planned product offerings. Applied's
business would be harmed if the Company is not able to compete successfully
against current or future competitors.

                                       17
<PAGE>

         Increased competition may result in price reductions, reduced gross
margins, and loss of market share, any of which could harm Applied's
business. The Company's competitors may be able to devote significantly
greater resources to marketing campaigns, adopt more aggressive pricing
policies and may expend substantially more resources on product development.
If Applied is unable to compete effectively, the Company's revenues and
earnings may suffer.

         DEPENDENCE ON KEY PERSONNEL. The Company believes that its future
success will depend significantly on its ability to retain and attract key
personnel and skilled employees. There is intense competition for qualified
management, engineering and sales and marketing personnel, and the Company's
failure to recruit, retain, and motivate such skilled employees could affect
the Company's ability to develop new products and increase revenues. The
Company's employees are not subject to employee contracts and are free to
leave at any time. To date, the Company has been successful in meeting its
requirements for highly skilled sales and support personnel and research and
development engineers. However, competition for these personnel is intense
and likely to become more so in the future.

         MANAGEMENT OF GROWTH. The Company seeks to grow its business by
strengthening its sales and marketing programs, expanding its product lines,
and providing development solutions to new markets. Such growth, if achieved,
would place additional burden on management and increase the requirement to
recruit and retain personnel with the right skill sets, as well as require
additional infrastructure expenditures. The Company is unable to assure that
it will increase its revenues, nor that it will be able to expand its
management and operational infrastructure to manage such growth successfully.

         INTELLECTUAL PROPERTY RIGHTS AND LITIGATION. The Company relies on a
combination of patent, copyright, trademark and trade secret laws and
restrictions on disclosure to protect its intellectual property rights. The
Company also enters into nondisclosure agreements with its employees,
consultants and corporate partners, and controls access to proprietary
information. Litigation may be necessary in order to enforce the Company's
intellectual property rights, to protect its trade secrets, to determine the
validity and scope of the proprietary rights of others or to defend against
claims of infringement. Litigation could result in substantial costs and
diversion of resources and could have a material adverse effect on the
Company's business, financial condition and results of operations. Although
the Company is not aware of any significant third-party intellectual property
rights that would prevent the use and sale of Applied products, the Company
may unknowingly infringe the proprietary rights of others. Any infringement
could result in significant liability to the Company.

         PRODUCT LIABILITY. The Company's products and services may result in
exposure to product liability claims in the event that the Company's
development solutions are deemed to pose a risk of injury or harm. The
Company maintains product liability insurance; however, such insurance may be
inadequate for all potential claims.

         INTERNATIONAL OPERATIONS. A significant portion of the Company's
business occurs outside of North America. Economic difficulties in any of
these regions, particularly in Japan and Europe, could have a material
adverse effect on the Company's business. As a result of the Company's
international operations, the Company incurs certain expenses in foreign
currencies. The Company's operating results are therefore subject to foreign
exchange rate fluctuations, which are difficult to predict.

         POTENTIAL FLUCTUATIONS IN QUARTERLY OPERATING RESULTS AND VOLATILITY
OF STOCK PRICE. The Company's future earnings and stock price may be subject
to significant volatility, particularly on a quarterly basis, due to a
variety of factors, some of which are outside of the Company's control. Any
shortfall in revenue or earnings from levels expected by securities analysts
could have an immediate and significant adverse effect on the trading price
of the Company's common stock in any given period. Additionally, the Company
often does not learn of such shortfalls until late in the fiscal quarter, at
which time budgeted expenses have already been committed, which could result
in an even more immediate and adverse effect on the trading price of the
Company's common stock. The Company participates in a highly dynamic
industry, which often results in significant volatility of the Company's
common stock price. Consequently, purchasing or holding of the Company's
stock involves a high degree of risk.

                                       18
<PAGE>

ITEM 7A. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

         Applied develops products in the United States and sells primarily
in North America, Asia and Europe. As a result, financial results could be
affected by factors such as changes in foreign currency exchange rates or
weak economic conditions in foreign markets. Since the Company's products are
generally initially priced in U.S. Dollars and translated to local currency
amounts, a strengthening of the dollar could make the Company's products less
competitive in foreign markets.

         The Company is exposed to market risk related to changes in interest
rates, which could adversely affect the value of the Company's short-term
investments. Applied maintains a short-term investment portfolio consisting
of interest bearing securities with an average maturity of less than one
year. These securities are classified as "available-for-sale" securities.
These interest-bearing securities are subject to interest rate risk and will
fall in value if market interest rates increase. If market interest rates
were to increase immediately and uniformly by 10% from levels at December 31,
1999, the fair value of the portfolio would decline by an immaterial amount.
The Company does not expect its operating results or cash flows to be
affected to any significant degree by a sudden change in market interest
rates.

                                       19
<PAGE>

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                        APPLIED MICROSYSTEMS CORPORATION

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
AUDITED ANNUAL FINANCIAL STATEMENTS:                                          PAGE
<S>                                                                           <C>
Report of Ernst & Young LLP, Independent Auditors............................  21

Consolidated Balance Sheets as of December 31, 1999 and 1998.................  22

Consolidated Statements of Operations for the Years Ended
  December 31, 1999, 1998 and 1997...........................................  23

Consolidated Statements of Shareholders' Equity for the Years
  Ended December 31, 1999, 1998 and 1997.....................................  24

Consolidated Statements of Cash Flows for the Years Ended
  December 31, 1999, 1998 and 1997...........................................  25

Notes to Consolidated Financial Statements...................................  26

</TABLE>

                                       20
<PAGE>

                REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



Shareholders and Board of Directors
Applied Microsystems Corporation

         We have audited the accompanying consolidated balance sheets of
Applied Microsystems Corporation as of December 31, 1999 and 1998, and the
related consolidated statements of operations, shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 1999. Our
audits also included the financial statement schedule listed in the Index at
Item 14(a). These financial statements and schedule are the responsibility of
the Company's management. Our responsibility is to express an opinion on
these financial statements and schedule based on our audits.

         We conducted our audits in accordance with auditing standards
generally accepted in the United States. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

         In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Applied Microsystems Corporation at December 31, 1999 and 1998,
and the consolidated results of its operations and its cash flows for each of
the three years in the period ended December 31, 1999, in conformity with
accounting principles generally accepted in the United States. Also, in our
opinion, the related financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly
in all material respects the information set forth therein.


                                       ERNST & YOUNG LLP


Seattle, Washington
February 2, 2000

                                       21
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                                      DECEMBER 31,
                                                                              -------------------------
                                                                                 1999           1998
                                                                              ----------     ----------
                                                                                    (in thousands)
<S>                                                                           <C>                <C>
                                   ASSETS
Current assets:
     Cash and cash equivalents                                                $    5,682     $    6,041
     Securities available-for-sale                                                10,664         11,101
     Accounts receivable, net                                                      5,848          8,483
     Inventories                                                                   2,471          3,332
     Prepaid and other current assets                                                501            518
                                                                              ----------     ----------
Total current assets                                                              25,166         29,475

Property and equipment, net                                                        2,372          2,918
Other assets                                                                         504            897
                                                                              ----------     ----------
Total assets                                                                  $   28,042     $   33,290
                                                                              ==========     ==========

                    LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
     Accounts payable                                                         $    2,494     $    3,283
     Accrued payroll                                                               1,704          1,840
     Other accrued expenses                                                        1,058          1,129
     Deferred revenue                                                              3,599          3,107
                                                                              ----------     ----------
Total current liabilities                                                          8,855          9,359

Commitments and contingencies

Shareholders' equity:
Preferred stock, $0.01 par value; 5,000,000 authorized; none issued and
       outstanding                                                                    --             --
Common stock, $0.01 par value; 25,000,000 shares authorized; 6,830,000 and
       6,681,000 shares issued and outstanding at December 31, 1999 and
       1998, respectively                                                         25,792         25,383
Accumulated other comprehensive income                                                48            120
Accumulated deficit                                                               (6,653)        (1,572)
                                                                              ----------     ----------
Total shareholders' equity                                                        19,187         23,931
                                                                              ----------     ----------
Total liabilities and shareholders' equity                                    $   28,042     $   33,290
                                                                              ==========     ==========

</TABLE>

                             See accompanying notes.

                                       22
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                   YEAR ENDED DECEMBER 31,
                                                         ----------------------------------------
                                                            1999           1998           1997
                                                         ----------     ----------     ----------
                                                          (in thousands, except per-share amounts)
<S>                                                      <C>            <C>            <C>
Net sales                                                $   33,241     $   37,020     $   39,124
Cost of sales                                                 8,664          9,587         10,532
                                                         ----------     ----------     ----------
Gross profit                                                 24,577         27,433         28,592

Operating expenses:
     Sales, general and administrative                       18,929         18,104         18,542
     Research and development                                11,435         10,438          8,468
                                                         ----------     ----------     ----------
Total operating expenses                                     30,364         28,542         27,010
                                                         ----------     ----------     ----------
Income (loss) from operations                                (5,787)        (1,109)         1,582

Interest income and other, net                                  706            783            669
                                                         ----------     ----------     ----------
Income (loss) before income taxes                            (5,081)          (326)         2,251
Income taxes                                                     --             19            349
                                                         ----------     ----------     ----------
Net income (loss)                                        $   (5,081)    $     (345)    $    1,902
                                                         ==========     ==========     ==========

Basic earnings (loss) per share                          $    (0.76)    $    (0.05)    $     0.28
Shares used in basic per-share calculation                    6,727          6,811          6,769

Diluted earnings (loss) per share                        $    (0.76)    $    (0.05)    $     0.26
Shares used in diluted per-share calculation                  6,727          6,811          7,297

</TABLE>

                             See accompanying notes.

                                       23
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                                          ACCUMULATED
                                               COMMON STOCK                                  OTHER            TOTAL
                                           ---------------------         ACCUMULATED     COMPREHENSIVE    SHAREHOLDERS'
                                           SHARES        AMOUNT            DEFICIT       INCOME (LOSS)       EQUITY
                                           ------       --------         -----------    --------------    -------------
                                                                       (in thousands)
<S>                                        <C>          <C>              <C>            <C>               <C>
Balance at December 31, 1996                6,634       $ 26,068         $ (3,129)        $   (332)       $  22,607
   Issuance of common stock upon
     exercise of common stock
     warrants                                  59             --               --               --               --
   Stock options exercised                     88             17               --               --               17
   Income tax benefit from stock
     plans                                     --             55               --               --               55
   Sale of common stock to
     employees                                 46            247               --               --              247

   Net income                                  --             --            1,902               --            1,902
   Foreign currency translation
     adjustment                                --             --               --             (537)            (537)
                                                                                                          ---------
       Comprehensive income                                                                                   1,365
                                           ------       --------         --------         --------        ---------
Balance at December 31, 1997                6,827         26,387           (1,227)            (869)          24,291
   Stock options exercised                    126             12               --               --               12
   Sale of common stock to
     employees                                 55            194               --               --              194
   Common stock repurchased                  (327)        (1,210)              --               --           (1,210)

   Net loss                                    --             --             (345)              --             (345)
   Foreign currency translation
     adjustment                                --             --               --              989              989
                                                                                                          ---------
       Comprehensive income                                                                                     644
                                           ------       --------         --------         --------        ---------
Balance at December 31, 1998                6,681         25,383           (1,572)             120           23,931
   Stock options exercised                     80            228               --               --              228
   Sale of common stock to
     employees                                 69            181                --              --              181

   Net loss                                    --             --           (5,081)              --           (5,081)
   Foreign currency translation
     adjustment                                --             --               --              (72)             (72)
                                                                                                          ---------
       Comprehensive loss                                                                                    (5,153)
                                           ------       --------         --------         --------        ---------
Balance at December 31, 1999                6,830       $ 25,792         $ (6,653)        $     48        $  19,187
                                           ======       ========         ========         ========        =========

</TABLE>

                             See accompanying notes.

                                       24
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
                                                              ------------------------------------------------------
                                                                 1999                  1998                  1997
                                                              ----------            ----------            ----------
                                                                                (in thousands)
<S>                                                           <C>                   <C>                   <C>
OPERATING ACTIVITIES
Net income (loss)                                             $   (5,081)           $     (345)           $    1,902
 Adjustments to reconcile net income (loss) to net
   cash provided by (used in) operating activities:
     Depreciation and amortization                                 1,671                 1,219                 1,148
     Net change in operating accounts:
       Accounts receivable                                         2,635                  (742)                2,520
       Inventories                                                   861                   133                  (268)
       Prepaid and other current assets                               17                   433                    69
       Other assets                                                   (3)                  (13)                 (217)
       Accounts payable and accrued expenses                        (996)                  773                    82
       Deferred revenue                                              492                   310                   101
                                                              ----------            ----------            ----------
Net cash provided by (used in) operating activities                 (404)                1,768                 5,337

INVESTING ACTIVITIES
Purchases of securities available-for-sale                       (14,477)              (16,871)              (12,175)
Maturities and sales of securities available-for-sale             14,914                16,115                 7,761
Additions to property and equipment                                 (729)               (1,277)               (1,469)
                                                              ----------            ----------            ----------
Net cash used in investing activities                               (292)               (2,033)               (5,883)

FINANCING ACTIVITIES
Sale of common stock to employees                                    181                   194                   247
Stock options exercised                                              228                    12                    17
Common stock repurchased                                              --                (1,210)                   --
Payments on long-term obligations                                     --                   (15)                  (53)
                                                              ----------            ----------            ----------
Net cash provided by (used in) financing activities                  409                (1,019)                  211

Effects of foreign currency exchange rate changes on
   cash                                                              (72)                  989                  (537)
                                                              ----------            ----------            ----------
Net decrease in cash and cash equivalents                           (359)                 (295)                 (872)
Cash and cash equivalents at beginning of year                     6,041                 6,336                 7,208
                                                              ----------            ----------            ----------
Cash and cash equivalents at end of year                      $    5,682            $    6,041            $    6,336
                                                              ==========            ==========            ==========

Supplemental disclosure of cash paid for income
   taxes                                                      $       --            $      128            $      642

</TABLE>

                             See accompanying notes.

                                       25
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1        DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BUSINESS

         Applied Microsystems Corporation ("Applied" or the "Company") is a
developer and manufacturer of software tools and technologies. The Company's
products and services are currently targeted to meet the needs of embedded
systems markets, and Applied develops, markets and supports a comprehensive
suite of software and hardware-enhanced development and test tools for the
development of complex embedded microprocessor-based applications. Applied
markets its products and services primarily through its domestic and
international direct sales organizations in the United States, Japan, the
United Kingdom, Germany, and France, and through distributors in key markets
throughout the rest of the world. The Company also markets its products
through partnerships with third-party developers of integrated development
environments.

         PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of the
Company and its wholly owned subsidiaries: Applied Microsystems Corporation
Limited, a United Kingdom corporation; Applied Microsystems Japan Limited, a
Japanese corporation; Applied Microsystems Gmbh, a German corporation;
Applied Microsystems SARL, a French corporation; and Applied Microsystems
Foreign Sales Corporation. All significant intercompany accounts and
transactions are eliminated in consolidation.

         CASH EQUIVALENTS

         The Company considers all highly liquid investments purchased with a
remaining maturity of three months or less at the date of purchase to be cash
equivalents. Cash equivalents are carried at cost, which approximates market
value.

         SECURITIES AVAILABLE-FOR-SALE

         Applied's investment portfolio is classified as available-for-sale,
and such securities are stated at fair value based on quoted market prices.
Interest earned on securities available-for-sale is included in interest
income. The amortized cost of investments in this category is adjusted for
amortization of premiums and accretion of discounts to maturity. Such
amortization and accretion are included in interest income. Realized gains
and losses and declines in value judged to be other than temporary, if any,
are also included in interest income. The cost of securities sold is
calculated using the specific identification method.

         FAIR VALUE OF FINANCIAL INSTRUMENTS

         The Company's financial instruments consist of cash and cash
equivalents, securities available-for-sale, accounts receivable, accounts
payable, and short-term borrowings, if any. The recorded value of these
instruments approximates their fair value due to their short maturities.

                                       26
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         CONCENTRATION OF CREDIT RISK

         Applied's financial instruments that are exposed to concentrations
of credit risk consist primarily of cash, cash equivalents, securities
available-for-sale, and accounts receivable. The Company's investment policy
limits Applied's exposure to concentration of credit risk by limiting the
amounts that may be invested in similar investment categories. The Company's
accounts receivable result primarily from sales to a broad customer base,
both domestically and internationally, and are typically unsecured. Applied
performs on-going credit evaluations of its customers' financial condition,
limits the amount of credit when deemed necessary, and maintains allowances
for potential credit losses; historically, such losses have been immaterial.
As a consequence, concentrations of credit risk are limited.

         INVENTORIES

         Inventories are stated at the lower of cost (first-in, first-out basis)
or market.

         PROPERTY AND EQUIPMENT

         Property and equipment are carried at cost. The Company provides for
depreciation and amortization using the straight-line method for financial
reporting purposes and accelerated methods for income tax purposes. Leasehold
improvements are amortized over the lesser of their estimated useful lives or
the term of the lease.

         The estimated useful lives of equipment for financial reporting
purposes are as follows:

                  Machinery and equipment...........................3 to 5 years
                  Office furniture.................................5 to 15 years

         ACQUIRED TECHNOLOGY

         Costs to acquire technology are capitalized to the extent the
products are technologically feasible. Such amounts are included in other
assets on the balance sheet. The Company amortizes these costs to match the
anticipated revenue stream for the products incorporating the acquired
technology. As of December 31, 1999 and 1998, the Company had recorded
acquired technology with a net book value of $270,000 and $553,000,
respectively, and a corresponding accumulated amortization balance of
$583,000 at December 31, 1999 and $139,000 at December 31, 1998. Amortization
expense was $444,000 in 1999, compared to amortization expense of $150,000 in
1998 and $92,000 in 1997.

         Research and development costs are expensed as incurred. The effects
of financial accounting rules requiring capitalization of certain internally
developed software costs have not been material to date.

                                       27
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

LONG-LIVED ASSETS

         Applied evaluates the recoverability of its long-lived assets in
accordance with Statement of Financial Accounting Standard ("SFAS") 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of." SFAS 121 requires recognition of impairment of long-lived
assets in the event the net book value of such assets exceeds the future
undiscounted cash flows attributable to such assets. Accordingly, the Company
evaluates asset recoverability at each balance sheet date or when an event
occurs that may impair recoverability of the asset. Applied's recoverability
analysis may include a review of the following factors: the undiscounted
value of expected operating cash flows in relation to its net capital
investments, the estimated useful or contractual life of the intangible
asset, the contract or product supporting the intangible asset, and in the
case of purchased technology, the Company periodically reviews the
recoverability of the assets value by evaluating its products with respect to
technological advances, competitive products and the needs of its customers.

         REVENUE RECOGNITION

         The Company generally recognizes revenues from product sales upon
shipment, unless the Company has obligations remaining under a sale or
licensing agreement, in which case revenue is deferred until earned. Revenues
from sales of product support contracts are deferred and recognized ratably
over the contract period, which is typically 12 months. Revenues from support
contracts in 1999, 1998, and 1997 were $4,716,000, $4,671,000, and
$4,644,000, respectively. Revenues from consulting services are recognized as
performed.

         In 1998, the Company adopted the software revenue recognition rules
under Statement of Position ("SOP") 97-2, "Software Revenue Recognition," as
amended by SOP 98-4 and SOP 98-9. SOP 97-2 supersedes SOP 91-1, the former
literature on software revenue recognition. The adoption of this statement
did not have a material impact on the financial position or results of
operations of the Company.

         ADVERTISING EXPENSES

         Advertising costs are expensed as incurred. Total advertising
expenses incurred during 1999, 1998 and 1997 were $900,000, $766,000, and
$815,000, respectively.

         FOREIGN CURRENCIES

         Assets and liabilities denominated in foreign currencies are
translated to U.S. dollars at the exchange rates on the balance sheet date.
Revenues and expenses are translated at the average rates of exchange
prevailing during the year. The cumulative translation adjustments resulting
from this process are accumulated in other comprehensive income. Gains and
losses on foreign currency transactions are netted and included in other
income.

                                       28
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         The Company may enter into foreign currency forward contracts to
hedge anticipated foreign currency transactions, primarily intercompany
transactions resulting from sales to international subsidiaries. Such forward
contracts typically mature within three months. Gains and losses on contracts
that are designated and effective as hedges of such transactions are deferred
and recognized in income in the same period as the hedged transactions. No
such contracts were outstanding as of December 31, 1999 or 1998, respectively.

         BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

         Basic earnings (loss) per share excludes any dilutive effects of
stock options. Basic earnings (loss) per share is computed using the
weighted-average number of common shares outstanding during the period.
Diluted earnings (loss) per share is computed using the weighted-average
number of common shares and dilutive common stock equivalent shares
outstanding during the period.

         STOCK-BASED COMPENSATION

         Applied has elected to follow the intrinsic value method prescribed
by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees," and related Interpretations in accounting for its stock
options. Because the exercise price of the Company's common stock options
equals the market price of the underlying stock on the date of grant, no
corresponding compensation expense has been recognized. (See Note 8 for SFAS
123, "Accounting for Stock-Based Compensation," pro forma disclosures.)

         RECENT ACCOUNTING PRONOUNCEMENT

         In June 1998, the FASB issued SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 requires companies to record
derivatives on the balance sheet as assets or liabilities, measured at fair
value. Gains or losses resulting from changes in the fair values of those
derivatives would be accounted for in current earnings unless specific hedge
criteria are met. The key criterion for hedge accounting is that the hedging
relationship must be highly effective in achieving offsetting changes in fair
value or cash flows. Applied must formally document, designate, and assess
the effectiveness of transactions that receive hedge accounting, if any. SFAS
133 will be effective for the Company's consolidated financial statements for
the fiscal year ending December 31, 2001. The Company has not yet determined
the impact, if any, of adopting this Statement.

         USE OF ESTIMATES

         The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

         RECLASSIFICATIONS

         Certain prior-year amounts have been reclassified to conform to the
current-year presentation.

                                       29
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.       SECURITIES AVAILABLE-FOR-SALE

         Securities available-for-sale consist of the following:

<TABLE>
<CAPTION>
                                                            DECEMBER 31, 1999
                                       ---------------------------------------------------------------
                                                         GROSS            GROSS
                                       AMORTIZED       UNREALIZED      UNREALIZED
                                         COST            GAINS           LOSSES         FAIR VALUE
                                       ---------------------------------------------------------------
                                                             (in thousands)
<S>                                    <C>              <C>             <C>              <C>
U.S. Treasury and other U.S.
   Government obligations               $    5,023       $        9      $       --       $    5,032
Corporate debt securities                    5,623                9              --            5,632
                                        ----------       ----------      ----------       ----------
                                        $   10,646       $       18      $       --       $   10,664
                                        ==========       ==========      ==========       ==========
</TABLE>
<TABLE>
<CAPTION>
                                                            DECEMBER 31, 1998
                                       ---------------------------------------------------------------
                                                         GROSS            GROSS
                                       AMORTIZED       UNREALIZED      UNREALIZED
                                         COST            GAINS           LOSSES         FAIR VALUE
                                       ---------------------------------------------------------------
                                                             (in thousands)
<S>                                    <C>              <C>             <C>              <C>
 U.S. Treasury and other U.S.
   Government obligations               $    8,135       $        8      $       --       $    8,143
Corporate debt securities                    2,958               --              --            2,958
                                        ----------       ----------      ----------       ----------
                                        $   11,093       $        8      $       --       $   11,101
                                        ==========       ==========      ==========       ==========
</TABLE>

         As of December 31, 1999, the Company's securities available-for-sale
had average contractual maturities of less than one year. Expected maturities
may differ from contractual maturities because issuers may have the right to
prepay obligations.

                                       30
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3.       BALANCE SHEET INFORMATION

         Detailed balance sheet data is as follows:

<TABLE>
<CAPTION>
                                                                             DECEMBER 31,
                                                                   --------------------------------
                                                                       1999                 1998
                                                                   -----------          -----------
                                                                          (in thousands)
<S>                                                                <C>                 <C>
ACCOUNTS RECEIVABLE
   Receivables                                                     $     5,940          $     8,660
   Allowance for sales returns and doubtful accounts                       (92)                (177)
                                                                   -----------          -----------
                                                                   $     5,848          $     8,483
                                                                   ===========          ===========

INVENTORIES
   Finished goods                                                  $       557          $     1,501
   Work in process                                                          60                   28
   Purchased parts                                                       1,854                1,803
                                                                   -----------          -----------
                                                                   $     2,471          $     3,332
                                                                   ===========          ===========

PROPERTY AND EQUIPMENT
   Machinery and equipment                                         $     3,095          $     3,529
   Office furniture                                                      2,855                2,802
                                                                   -----------          -----------
     Total property and equipment                                        5,950                6,331
   Accumulated depreciation                                             (3,578)              (3,413)
                                                                   -----------          -----------
                                                                   $     2,372          $     2,918
                                                                   ===========          ===========

</TABLE>

4.       REVOLVING LINE OF CREDIT AGREEMENT

         In May 1999 the Company renewed its revolving line of credit with a
commercial bank. Under the terms of the line of credit, Applied may borrow up
to $7.0 million at either the bank's prime rate or LIBOR plus 1.45%. Any such
amounts borrowed would be due at the expiration of the line of credit on May
31, 2000. The line of credit is secured by all of the Company's inventories,
chattel paper, accounts receivable and general intangible assets and includes
certain financial covenants. There were no amounts outstanding during 1998 or
1998.

                        APPLIED MICROSYSTEMS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.       COMMITMENTS AND CONTINGENCIES

         The Company leases office space and equipment under noncancelable
operating leases, including certain leases that contain renewal options.
Minimum future payments as of December 31, 1999 are as follows (in thousands):

<TABLE>
<S>                                    <C>
               2000                    $  1,388
               2001                         617
               2002                         140
               2003                         110
               2004                          90
               Thereafter                   342
                                       --------
                                       $  2,687
                                       ========
</TABLE>

         Total rent expense in 1999 was $1,393,000, as compared to rent
expense of $1,393,000 in 1998 and $1,378,000 in 1997.

                                       31
<PAGE>

6.       INCOME TAXES

         The provision for income taxes is as follows:

<TABLE>
<CAPTION>
                                  YEAR ENDED DECEMBER 31,
                        ----------------------------------------------
                          1999               1998              1997
                        ---------         ---------          ---------
                                       (in thousands)
<S>                     <C>               <C>                <C>
Federal                 $     (12)        $      (9)         $     179
Foreign                        --                28                105
State                          12                --                 65
                        ---------         ---------          ---------
                        $      --         $      19          $     349
                        =========         =========          =========
</TABLE>

                        APPLIED MICROSYSTEMS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         The provision for income taxes differs from the amount computed
using the statutory federal income tax rate as follows:

<TABLE>
<CAPTION>
                                                                        YEAR ENDED DECEMBER 31,
                                                             ----------------------------------------------
                                                               1999               1998              1997
                                                             ---------         ---------          ---------
                                                                            (in thousands)
<S>                                                          <C>               <C>                <C>
Tax at U.S. statutory rate                                   $  (1,727)        $    (114)         $     788
Utilization of net operating loss and tax credit
   carryforwards                                                    --                --               (137)
Benefit of foreign sales corporation                                --                --               (122)
Foreign taxes                                                       --                28                105
State taxes, net of federal benefit                                 12                10                 42
Foreign losses with no tax benefit                                  91               132                404
Loss on deemed liquidation of subsidiaries                          --                --               (845)
Tax credits                                                       (429)             (429)                --
Foreign currency                                                   143               375                 --
Change in deferred tax valuation allowance                       1,868               (42)                --
Other                                                               42                59                114
                                                             ---------         ---------          ---------
                                                             $      --         $      19          $     349
                                                             =========         =========          =========
</TABLE>

         Effective April 1, 1997, the Company elected to treat its
wholly-owned subsidiaries in the United Kingdom, Germany, and France as
branches for U.S. tax purposes. The effect of such election was a deemed
liquidation of each subsidiary, allowing its tax attributes to be utilized by
the Company and thereby reducing the 1997 tax provision by $845,000.

                                       32
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         Deferred income taxes reflect the net tax effects of temporary
differences between the tax basis of assets and liabilities and the
corresponding financial statement amounts. Significant components of the
Company's deferred income taxes are as follows:

<TABLE>
<CAPTION>
                                                                  DECEMBER 31,
                                                           ----------------------------
                                                             1999              1998
                                                           ---------          ---------
                                                                  (in thousands)
<S>                                                         <C>               <C>
Deferred tax assets:
   Reserves for sales returns and doubtful accounts        $     215          $     211
   Accrued and other expenses                                    212                357
   Inventories and other                                         689                448
   Net operating loss carryforwards                            2,047              1,274
   Tax credit carryforwards                                    1,914              1,485
                                                           ---------          ---------
                                                               5,077              3,775
Deferred tax liabilities:
   Depreciation                                                   87                116
   Foreign currency                                               38                467
   Intangible and other assets                                    --                108
                                                           ---------          ---------
                                                                 125                691
Valuation allowance                                           (4,952)            (3,084)
                                                           ---------          ---------
Net deferred taxes                                         $      --          $      --
                                                           =========          =========
</TABLE>

         Due to the uncertainty of the Company's ability to generate
sufficient taxable income to realize its deferred tax assets, a valuation
allowance has been established for financial reporting purposes equal to the
amount of the net deferred tax assets. The valuation allowance increased $1.9
million in 1999, and decreased $42,000 in 1998.

         As of December 31, 1999, the Company had net operating loss
carryforwards for federal tax purposes of approximately $6.0 million
available to offset future taxable income. The Company also had research and
development credits of approximately $1.9 million that may be carried
forward, subject to certain limitations, to offset future tax liabilities.
The net operating loss and research and development tax credit carryforwards
expire in various amounts from 2000 to 2019. Due to the issuance and sale of
shares of preferred stock in 1992, the Company incurred "ownership changes"
pursuant to applicable regulations in effect under the Internal Revenue Code
of 1986, as amended. Therefore, the Company's use of losses incurred through
the date of the ownership change will be limited during the carryforward
period to approximately $392,000 per year.

                                       33
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

7.       EARNINGS (LOSS) PER SHARE

         The following table sets forth the computation of basic and diluted
earnings (loss) per share:

<TABLE>
<CAPTION>
                                                                                   YEAR ENDED DECEMBER 31,
                                                                         -------------------------------------------
                                                                            1999            1998             1997
                                                                         ----------      ----------       ----------
                                                                           (in thousands, except per-share amounts)
<S>                                                                      <C>             <C>              <C>
Numerator:
   Net income (loss)                                                     $  (5,081)      $     (345)      $    1,902
                                                                         =========       ==========       ==========
Denominator:
   Denominator for basic earnings (loss) per share - weighted
     average common shares outstanding                                       6,727            6,811            6,769
   Incremental shares from assumed conversions of dilutive stock
     options and warrants                                                       --               --              528
                                                                         ---------       ----------       ----------
   Denominator for diluted earnings (loss) per share                         6,727            6,811            7,297
                                                                         =========       ==========       ==========
Basic earnings (loss) per share                                          $   (0.76)      $    (0.05)      $     0.28
                                                                         =========       ==========       ==========
Diluted earnings (loss) per share                                        $   (0.76)      $    (0.05)      $     0.26
                                                                         =========       ==========       ==========

</TABLE>

         For the years ended December 31, 1999 and 1998, weighted average
options to purchase 254,070 and 239,086 shares of common stock, respectively,
were excluded from the calculation of earnings (loss) per share because their
effect was antidilutive.

8.       SHAREHOLDERS' EQUITY

         STOCK OPTIONS

         The Company has stock option plans that provide for option grants to
employees, directors, and others. The exercise price of options granted under
these plans has been at fair market value on the date of grant. Options are
not transferable, and expire no later than ten years following the grant date.

         Options granted under the Applied Microsystems Corporation 1992
Performance Stock Plan (the "1992 Plan") have generally been immediately
exercisable, but then subject to the Company's rights to repurchase any
shares of common stock received upon exercise in the event that the
optionee's employment with the Company should terminate. Such repurchase
rights generally lapse at a rate of 25% per year from the date of grant. For
presentation purposes, options that are subject to repurchase rights are
treated as unvested. In April 1999, the Company issued a nonqualified stock
option to its new President and Chief Executive Officer from a
specific-purpose stock option plan. The option was issued with
characteristics similar to options granted under the 1992 Plan.

         Options granted under the Applied Microsystems Corporation Director
Stock Option Plan generally vest one year following grant date.

                                       34
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         A summary of the Company's stock option activity and related
information is as follows:

<TABLE>
<CAPTION>
                                                            YEAR ENDED DECEMBER 31,
                            -----------------------------------------------------------------------------------------
                                       1999                           1998                           1997
                            --------------------------     --------------------------     --------------------------
                            OPTIONS   WEIGHTED-AVERAGE     OPTIONS   WEIGHTED-AVERAGE     OPTIONS   WEIGHTED-AVERAGE
                             (000)     EXERCISE PRICE       (000)     EXERCISE PRICE       (000)     EXERCISE PRICE
                            -------   ----------------     -------   ----------------     -------   ----------------
<S>                         <C>       <C>                  <C>       <C>                  <C>       <C>
 Outstanding at
   beginning of year          1,114       $      3.79          864       $      3.13          729       $      5.99
     Granted                    642              3.19          525              4.45          631              4.62
     Canceled                  (295)             4.17         (149)             5.34         (408)            11.19
     Exercised                  (80)             2.85         (126)             0.10          (88)             0.20
                            -------                        -------                        -------
 Outstanding at end
   of year                    1,381       $      3.49        1,114       $      3.79          864       $      3.13
                            =======                        =======                        =======

Vested options                  360       $      3.05          290       $      2.34          262       $      0.67
                            =======                        =======                        =======

</TABLE>

         The weighted average fair value of options granted during 1999,
1998, and 1997 using the Black-Scholes multiple option pricing model was
$2.47, $3.39, and $3.19, respectively. As of December 31, 1999, 420,464
options were available for grant.

         The following table summarizes information related to outstanding
and vested options at December 31, 1999:

<TABLE>
<CAPTION>
                                        OUTSTANDING                           VESTED
                             -----------------------------------      ---------------------
                                        WEIGHTED     WEIGHTED                      WEIGHTED
                                        AVERAGE       AVERAGE                      AVERAGE
                             SHARES     EXERCISE     REMAINING         SHARES      EXERCISE
RANGE OF EXERCISE PRICES      (000)      PRICE         TERM             (000)       PRICE
------------------------     ------     --------     ---------         ------      --------
<S>                          <C>        <C>          <C>               <C>         <C>
 $  0.02   -   2.00             139     $   0.21        3.8             139        $   0.21
    2.01   -   4.00             636         3.06        9.2               3            2.84
    4.01   -   7.00             590         4.41        7.4             210            4.38
    7.01   -  17.50              16        14.87        8.1               8           17.13
                              -----                                                --------
    0.02  -  17.50            1,381         3.49        7.8             360            3.05
                              =====                                                ========

</TABLE>

                                       35
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         Pro forma information regarding net income (loss) and net income (loss)
per share is required by SFAS 123 and has been determined as if the Company had
accounted for its stock options under the fair value method of SFAS 123. The
fair value for these options was estimated at the date of grant using a
Black-Scholes multiple option pricing model with the following
weighted-average assumptions:

<TABLE>
<CAPTION>
                                         1999           1998         1997
                                       ---------     ----------    ----------
<S>                                    <C>           <C>           <C>
Annualized volatility factor             0.979         0.947         0.939
Risk-free interest rate                   5.7%          5.0%          6.0%
Expected life of options               5.2 years     5.4 years     4.0 years
Expected dividend rate                    nil           nil           nil

</TABLE>

         The Black-Scholes option value model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions, including the expected stock price
volatility. Because the Company's stock options have characteristics
significantly different from those of 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 not necessarily
provide a reliable single measure of the fair value of its stock options.

         For purposes of pro forma disclosures, the estimated fair value of
the options is amortized to expense over the options' vesting period. The
Company's pro forma information follows:

<TABLE>
<CAPTION>
                                                                1999           1998          1997
                                                              ---------     ----------    ----------
<S>                                                           <C>           <C>           <C>
                                                               (in thousands, except per-share data)

Net income (loss), as reported                                $ (5,081)     $    (345)    $   1,902
Pro forma net income (loss)                                     (5,482)          (883)        1,580
Diluted net income (loss) per share as reported                  (0.76)         (0.05)         0.26
Pro forma Diluted net income (loss) per share                    (0.81)         (0.13)         0.22

</TABLE>

         SFAS 123 pro forma disclosures above are not necessarily indicative
of future pro forma disclosures because of the manner in which SFAS 123
calculations are phased in over time.

         STOCK WARRANTS

         In 1992, in connection with an equity financing, the Company granted
stock warrants to purchase 114,563 shares of Series I preferred stock at
$4.12 per share, expiring after five years. In connection with the Company's
initial public offering in 1995, these outstanding preferred stock warrants
converted to common stock warrants. In 1997, all of these remaining
outstanding warrants were exercised on a "net exercise" basis, resulting in
the issuance of 58,941 shares of common stock, with no corresponding proceeds
to the Company.

                                       36
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

         STOCK REPURCHASE PLAN

         In 1998, the Board of Directors authorized the Company to repurchase
up to 500,000 shares of its common stock in an effort to offset dilution
associated with stock options issued under the Company's stock incentive
programs and for general corporate purposes. During 1998, the Company
repurchased a total of 327,000 shares for $1,210,000. The repurchase plan was
subsequently suspended, and no further repurchases have been made.

         COMMON STOCK RESERVED

         At December 31, 1999, common stock was reserved for future issuance
as follows (in thousands):

<TABLE>
<S>                                                             <C>
            Employee Stock Purchase Plan                           63
            Stock options                                       1,801
                                                                -----
                                                                1,864
                                                                =====
</TABLE>

9.       EMPLOYEE BENEFITS

         The Company has a retirement plan covering substantially all U.S.
employees that provides for voluntary salary deferral contributions on a
pre-tax basis in accordance with Section 401(k) of the Internal Revenue Code.
The Company provides matching contributions based on a defined formula, and
may also make discretionary contributions. During 1999, the Company made
contributions of $219,000, as compared to contributions of $192,000 in 1998
and $162,000 in 1997.

         The Company also has an employee stock purchase plan (the "ESPP")
initially approved by the Company's shareholders in May 1996 through which
the Company is authorized to issue up to 250,000 shares of common stock. The
ESPP permits eligible Company personnel to purchase Applied common stock at
not less than 85% of fair market value as defined in the ESPP through payroll
deductions of up to 10% of their compensation, provided that no employee may
purchase common stock worth more than $25,000 in any calendar year.

                                       37
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

10.      SEGMENT AND RELATED INFORMATION

         Through 1999, the Company was engaged in a single line of business:
the design, manufacture, and distribution of development and test hardware
and software tools for embedded product manufacturers. Sales to Lucent
Technologies Inc. accounted for 10% of consolidated revenues in 1999. No
customers accounted for more than 10% of net sales in 1998 or 1997. Certain
operating information by geographic area is provided in the table below,
based on the location of the Company's facilities. Sales are not recognized
for financial statement purposes until there has been a sale to an
unaffiliated customer.

<TABLE>
<CAPTION>
                                                     YEAR ENDED DECEMBER 31,
                                           ---------------------------------------------
                                              1999              1998              1997
                                           ---------         ---------         ---------
                                                         (in thousands)
<S>                                        <C>               <C>              <C>
NET SALES
   United States                           $  21,720         $  22,325         $  22,247
   Japan                                       7,820            10,664            13,132
   Europe                                      3,701             4,031             3,745
                                           ---------         ---------         ---------
Consolidated                               $  33,241         $  37,020         $  39,124
                                           =========         =========         =========

Export sales to unaffiliated customers     $   1,147         $   1,597         $   2,446
                                           =========         =========         =========

INCOME (LOSS) BEFORE INCOME TAXES
   United States                           $  (3,867)        $   1,139         $   4,121
   Japan                                        (175)               34               107
   Europe                                       (982)           (1,037)             (623)
   Corporate eliminations                        (57)             (462)           (1,354)
                                           ---------         ---------         ---------
Consolidated                               $  (5,081)        $    (326)        $   2,251
                                           =========         =========         =========

</TABLE>
<TABLE>
<CAPTION>
                                                   DECEMBER 31,
                                           ---------------------------
                                              1999              1998
                                           ---------         ---------
                                                (in thousands)
<S>                                        <C>               <C>
LONG-LIVED ASSETS
Property and equipment, net
   United States                           $   2,284         $   2,797
   Japan                                          41                50
   Europe                                         47                71
                                           ---------         ---------
Consolidated                               $   2,372         $   2,918
                                           =========         =========

Other assets, net
   United States                           $     326         $     723
   Japan                                         145               131
   Europe                                         33                43
                                           ---------         ---------
Consolidated                               $     504         $     897
                                           =========         =========

</TABLE>

                                       38
<PAGE>

                        APPLIED MICROSYSTEMS CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

11.      QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

         Summarized quarterly financial information for 1999 and 1998 is as
follows:

<TABLE>
<CAPTION>
                                                               QUARTERS ENDED IN 1999
                                            ------------------------------------------------------------
                                            MARCH 31          JUNE 30          SEP. 30           DEC. 31
                                            --------          -------          -------           -------
                                                       (In thousands, except per-share data)
<S>                                         <C>               <C>              <C>               <C>
Net sales                                   $  8,518          $  7,435         $  8,328          $  8,960
Gross profit                                   6,472             5,463            5,995             6,647
Net loss                                        (934)           (2,107)          (1,423)             (617)

Diluted loss per share                      $  (0.14)         $  (0.31)        $  (0.21)         $  (0.09)
Shares used in diluted per-share
   calculation                                 6,703             6,708            6,738             6,752

</TABLE>
<TABLE>
<CAPTION>
                                                               QUARTERS ENDED IN 1998
                                            ------------------------------------------------------------
                                            MARCH 31          JUNE 30          SEP. 30           DEC. 31
                                            --------          -------          -------           -------
                                                       (In thousands, except per-share data)
<S>                                         <C>               <C>              <C>               <C>
Net sales                                   $  8,251          $  9,157         $  9,957          $  9,655
Gross profit                                   5,938             6,832            7,432             7,231
Net Income (loss)                               (559)               58              113                43

Diluted income (loss) per share             $  (0.08)         $   0.01         $   0.02          $   0.01
Shares used in diluted per-share
   calculation                                 6,878             7,113            6,983             6,832

</TABLE>

                                       39
<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.


                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information required by this Item is incorporated by reference
to the information contained in the sections captioned "Board of Directors -
Nominees for Director," "Voting Securities and Principal Holders - Section
16(a) Beneficial Ownership Reporting Compliance," and "Management
Information, Compensation, and Benefits - Executive Officers" in the
definitive Proxy Statement for the Company's Annual Meeting of Shareholders
scheduled to be held on May 23, 2000 (the "Proxy Statement"). Such Proxy
Statement will be filed within 120 days of the Company's last fiscal year
end, December 31, 1999.

ITEM 11. EXECUTIVE COMPENSATION

         The information required by this Item is incorporated by reference
to the information contained in the section captioned "Compensation and
Benefits" of the Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The information required by this Item is incorporated by reference
to the information contained in the section captioned "Voting Securities and
Principal Holders" of the Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         Not applicable.

                                       40
<PAGE>

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)      INDEX TO LIST OF DOCUMENTS FILED AS PART OF THIS REPORT

(1)      FINANCIAL STATEMENTS - See Index to Financial Statements at Item 8 of
         this report.

(2)      FINANCIAL STATEMENT SCHEDULES

         Schedule II:      Valuation and Qualifying Accounts

         All other schedules have been omitted because they were not applicable
         or were not required under the applicable regulations of the Securities
         and Exchange Commission.

(3)      EXHIBITS

<TABLE>
<CAPTION>
         EXHIBIT NO.          DESCRIPTION
<S>                           <C>
          3.1 (1)             Second Restated Articles of Incorporation of Registrant

          3.2 (1)             Restated Bylaws of Registrant

         10.3 (1)             1992 Performance Stock Plan

         10.4 (1)             1995 Directors Stock Option Plan

         10.7 (1)             Lease Agreement between W.R.C. Properties, Inc. and the Registrant dated February 27,
                              1989; and Amendments to Lease Agreement dated November 7, 1990, May 11, 1992, August
                              18, 1993 and March 31, 1994

         10.8 (1)             Third Amended and Restated Investment Agreement dated as of September 15, 1995

         10.12 (1) **         Source License and Distribution Agreement between the Registrant and Microtec
                              Research, Inc. dated August 1, 1994

         10.16                Business Loan Agreement between the Registrant and U.S. Bank National Association
                              dated May 31, 1999; Alternative Rate Options Promissory Note dated May 31, 1995

         10.17 (2)            Employment Agreement by and between Robert L. Deinhammer and the Registrant, dated
                              January 4, 1999

         10.18 (3)            Employment Agreement by and between Stephen J. Verleye and the Registrant, dated
                              April 1, 1999

         21                   Subsidiaries of the Registrant

         23                   Consent of Ernst & Young LLP, Independent Auditors

         27                   Financial Data Schedule
</TABLE>

     ------------------

(1)  Incorporated by reference from the Registrant's Registration Statement
     on Form S-1 filed with the Securities and Exchange Commission on
     September 15, 1995 (File No. 33-97002)
(2)  Incorporated by reference from the Registrant's March 31, 1999 Form
     10-Q filed with the Securities and Exchange Commission
(3)  Incorporated by reference from the Registrant's June 30, 1999 and
     September 30, 1999 reports on Form 10-Q filed with the Securities and
     Exchange Commission

  ** Confidential treatment has been granted for portions of this exhibit.

                                       41

<PAGE>

(b)  REPORTS ON FORM 8-K

     None.


                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) 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, in
the City of Seattle, State of Washington, on March 28, 2000.

                               APPLIED MICROSYSTEMS CORPORATION


                               By /s/ Robert C. Bateman
                                  ------------------------
                                  Robert C. Bateman
                                  VICE PRESIDENT, CHIEF FINANCIAL OFFICER,
                                  CORPORATE SECRETARY, AND TREASURER
                                  (PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER)

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.


SIGNATURE                                TITLE                         DATE


/s/ Stephen J. Verleye       President, Chief Executive Officer   March 28, 2000
-------------------------      and Director (Principal
Stephen J. Verleye             Executive Officer)



/s/ Robert C. Bateman        Vice President, Chief Financial      March 28, 2000
-------------------------      Officer, Corporate Secretary,
Robert C. Bateman              and Treasurer (Principal
                               Financial and Accounting Officer)


/s/ Robert L. Deinhammer     Chairman of the Board                March 28, 2000
------------------------
Robert L. Deinhammer


/s/ Lary L. Evans            Director                             March 28, 2000
------------------------
Lary L. Evans


/s/ Charles H. House         Director                             March 28, 2000
------------------------
Charles H. House


/s/ Elwood D. Howse, Jr.     Director                             March 28, 2000
------------------------
Elwood D. Howse, Jr.


/s/ Anthony Miadich          Director                             March 28, 2000
------------------------
Anthony Miadich


                                       42
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO.          DESCRIPTION
<S>                  <C>
 3.1 (1)             Second Restated Articles of Incorporation of Registrant

 3.2 (1)             Restated Bylaws of Registrant

10.3 (1)             1992 Performance Stock Plan

10.4 (1)             1995 Directors Stock Option Plan

10.7 (1)             Lease Agreement between W.R.C. Properties, Inc. and the Registrant dated February 27,
                     1989; and Amendments to Lease Agreement dated November 7, 1990, May 11, 1992, August
                     18, 1993 and March 31, 1994

10.8 (1)             Third Amended and Restated Investment Agreement dated as of September 15, 1995

10.12 (1) **         Source License and Distribution Agreement between the Registrant and Microtec
                     Research, Inc. dated August 1, 1994

10.16                Business Loan Agreement between the Registrant and U.S. Bank National Association
                     dated May 31, 1999; Alternative Rate Options Promissory Note dated May 31, 1995

10.17 (2)            Employment Agreement by and between Robert L. Deinhammer and the Registrant, dated
                     January 4, 1999

10.18 (3)            Employment Agreement by and between Stephen J. Verleye and the Registrant, dated
                     April 1, 1999

21                   Subsidiaries of the Registrant

23                   Consent of Ernst & Young LLP, Independent Auditors

27                   Financial Data Schedule

</TABLE>

------------------

(1)  Incorporated by reference from the Registrant's Registration Statement
     on Form S-1 filed with the Securities and Exchange Commission on
     September 15, 1995 (File No. 33-97002)
(2)  Incorporated by reference from the Registrant's March 31, 1999 Form
     10-Q filed with the Securities and Exchange Commission
(3)  Incorporated by reference from the Registrant's June 30, 1999 and
     September 30, 1999 reports on Form 10-Q filed with the Securities and
     Exchange Commission

**   Confidential treatment has been granted for portions of this exhibit.

<PAGE>

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                        APPLIED MICROSYSTEMS CORPORATION

                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
                COL A.                     COL B.                  COL C.                  COL D.           COL E.
----------------------------------------------------------------------------------------------------------------------
                                                                  ADDITIONS
                                                         ---------------------------
                                                             (1)             (2)
                                                         CHARGED TO       CHARGED TO
                                         BALANCE AT         COSTS           OTHER                         BALANCE AT
                                          BEGINNING          AND          ACCOUNTS:      DEDUCTIONS:        END OF
              DESCRIPTION                 OF PERIOD       EXPENSES         DESCRIBE        DESCRIBE         PERIOD
----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>              <C>              <C>            <C>              <C>
Year ended December 31, 1999:
Deducted from asset accounts:
     Allowance for sales returns
       and doubtful accounts                177,000           1,000           92,000  (B)   (178,000) (A)      92,000

Year ended December 31, 1998:
Deducted from asset accounts:
     Allowance for sales returns
       and doubtful accounts                337,000          12,000          (56,000) (B)   (116,000) (A)     177,000

Year ended December 31, 1997:
Deducted from asset accounts:
     Allowance for sales returns
       and doubtful accounts                264,000          32,000          396,000  (B)   (355,000) (A)     337,000

</TABLE>

(A) Uncollectible accounts written off, net of recoveries, and actual sales
    returns
(B) Estimated future sales returns charged to revenue