##### 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended June 30,2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition Period From

to
 Commission File Number 0-9993
 MICROS SYSTEMS, INC.
  MarylandState or other jurisdiction of
Incorporation or organization
    
    52-1101488(I.R.S. Employer
Identification No.)
 7031 Columbia Gateway DriveColumbia, Maryland(Address of principal executive offices)
    
    21046-2289(Zip Code)
  
 Common Stock, Par Value $.0125 per share
  þ o
 þ
 þ o
  o þ




---



##### 



DOCUMENTS INCORPORATED BY REFERENCE
  PART I
 ITEM 1. BUSINESS
 INTRODUCTION
      2




---



##### 



3




---



##### 



PRODUCTS AND SERVICES
 Hotel Information Systems
          4




---



##### 



Restaurant Information Systems
  Hardware
       5




---



##### 



Software
       6




---



##### 



Retail Information Systems
    Healthcare Systems
  7




---



##### 



Summary of Product Solutions (Software and Hardware):
 Restaurant Products
    
    Software Solutions
    
    Hardware Solutions9700 HMS
    
    Eclipse PC Workstation Terminal3700 POS
    
    Workstation 4 TerminalRestaurant Enterprise Series 3000
    
    Elite PC Workstation TerminalHSI Profit Series POS
    
    Keyboard Workstation TerminalIndatec POS
    
    2010 PC Workstation ( to bemymicros.net
    
    released in Fiscal Year 2006)myhsi.net
    
    JTech Paging ProductsiPOS
    
    Indatec Point-of-Sale Terminale7 POS
    
    Hewlett Packard ProductsiCare Gift Cards
 Hotel Products
    
    Software SolutionsFidelio Property Management SystemsFidelio Xpress Property Management SystemOpera Property Management SystemOpera Xpress Property Management SystemCentral Reservation SystemCustomer Information SystemVacation Ownership SystemWeb Booking Suite SoftwareSales and CateringMICROS-Fidelio FinancialsQuality Management SystemsOpera Activities System (golf, spa and activities)HSI Suite of Hotel Solutionsmyfidelio.netFidelio Cruise SoftwareOpera Revenue Management SoftwareMaterials ManagementBusiness Intelligence, Analysis, and Reporting SoftwareRetail Products
    
    Software SolutionsStore21 Store Management SystemTradewind Store Management SystemXstore Management SystemProact Home Office Business Intelligence SuiteGift Cards SoftwareHealthcare Products
    
    Software SolutionsBed Management Select SystemPatient Select SystemMaterials Management Select System
 Services
  8




---



##### 



SALES, MARKETING AND DISTRIBUTION
  9




---



##### 



RESEARCH AND DEVELOPMENT
      10




---



##### 



2005
    
    
    2004
    
    
    2003Total R&D
    
    $
    33,144
    
    
    $
    32,387
    
    
    $
    23,329Capitalized software development costs
    
    
    (5,745
    )
    
    
    (5,178
    )
    
    
    (4,581
    )Total R&D expenses
    
    $
    27,399
    
    
    $
    27,209
    
    
    $
    18,748
 COMPETITION
         11




---



##### 



MANUFACTURING
        EMPLOYEES
  North
    
    Europe/Africa
    
    Asia/
    
    LatinBy Geographical Region
    
    
    America
    
    Middle East
    
    Pacific
    
    America
    
    TotalEmployees
    
    
    1,872
    
    
    
    852
    
    
    
    413
    
    
    
    116
    
    
    
    3,253As % of total
    
    
    57.5
    %
    
    
    26.2
    %
    
    
    12.7
    %
    
    
    3.6
    %
    
    
    100.0
    %
  Sales/
    
    Customer
    
    
    
    
    
    Admin./By Functional Skills
    
    
    Marketing
    
    Support
    
    Development
    
    Finance
    
    Operations
    
    TotalEmployees
    
    
    2,023
    
    
    
    524
    
    
    
    370
    
    
    
    193
    
    
    
    143
    
    
    
    3,253As % of total
    
    
    62.2
    %
    
    
    16.1
    %
    
    
    11.4
    %
    
    
    5.9
    %
    
    
    4.4
    %
    
    
    100.0
    %
 12




---



##### 



FOREIGN SALES AND FOREIGN MARKET RISK
    Year Ended June 30,% of Reported Revenues
    
    June 30 Exchange Rates2005
    
    2004
    
    2003
    
    2005
    
    2004
    
    2003Revenues by currency (1)United States Dollar
    
    
    59
    %
    
    
    58
    %
    
    
    55
    %
    
    
    1.0000
    
    
    
    1.0000
    
    
    
    1.0000European Euro
    
    
    21
    %
    
    
    20
    %
    
    
    18
    %
    
    
    1.2102
    
    
    
    1.2196
    
    
    
    1.1515British Pound Sterling
    
    
    6
    %
    
    
    6
    %
    
    
    7
    %
    
    
    1.7917
    
    
    
    1.8194
    
    
    
    1.6558Australia Dollar
    
    
    2
    %
    
    
    3
    %
    
    
    4
    %
    
    
    0.7613
    
    
    
    0.6993
    
    
    
    0.6737Japanese Yen
    
    
    2
    %
    
    
    2
    %
    
    
    2
    %
    
    
    0.0090
    
    
    
    0.0092
    
    
    
    0.0084All Other Currencies (2)
    
    
    10
    %
    
    
    11
    %
    
    
    14
    %
    
    
    0.2218
    
    
    
    0.1916
    
    
    
    0.1806Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
 
 (1)
    
    Calculated using average exchange rates for the year.(2)
    
    Average weighted twelve month exchange rates for all other currencies.  13




---



##### 



PATENTS
   FLUCTUATIONS AND CUSTOMERS
   14




---



##### 



ENVIRONMENTAL MATTERS
  BACKLOG
  BUSINESS AND INVESTMENT RISKS; INFORMATION RELATING TO FORWARD-LOOKING STATEMENTS
     15




---



##### 



16




---



##### 



:
 .
 17




---



##### 



AVAILABLE INFORMATION
 http://www.sec.gov http://www.micros.com
 ITEM 2. PROPERTIES
       18




---



##### 



ITEM 3. LEGAL PROCEEDINGS
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  PART II
 ITEM 5.
    
    MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER
PURCHASES OF EQUITY SECURITIES
 Price Range of Common Stock
    Price Range(in dollars)High
    
    
    LowYear
Ended June 30, 20057/01/04  9/30/04
    
    (First Quarter)
    
    $
    25.85
    
    
    $
    21.8810/01/04  12/31/04
    
    (Second Quarter)
    
    $
    39.03
    
    
    $
    24.481/01/05- 3/31/05
    
    (Third Quarter)
    
    $
    37.21
    
    
    $
    31.974/01/05  6/30/05
    
    (Fourth Quarter)
    
    $
    47.93
    
    
    $
    33.71Year
Ended June 30, 20047/01/03  9/30/03
    
    (First Quarter)
    
    $
    19.00
    
    
    $
    16.2310/01/03  12/31/03
    
    (Second Quarter)
    
    $
    22.40
    
    
    $
    16.991/01/04- 3/31/04
    
    (Third Quarter)
    
    $
    24.25
    
    
    $
    21.094/01/04  6/30/04
    
    (Fourth Quarter)
    
    $
    23.99
    
    
    $
    20.73
 19




---



##### 



Purchases of Company Stock
   Average Per
    
    
    TotalNumber of
    
    
    Share Purchase
    
    
    PurchaseShares
    
    
    Price
    
    
    ValueFiscal Year 2002 Plan:Shares purchased in FY02
    
    
    191,200
    
    
    $
    13.65
    
    
    $
    2,610Shares purchased in FY03
    
    
    564,482
    
    
    $
    11.84
    
    
    
    6,681Shares purchased in FY04
    
    
    843,780
    
    
    $
    20.28
    
    
    
    17,112Shares purchased in FY05 Q1
    
    
    334,648
    
    
    $
    23.56
    
    
    
    7,885Shares purchased in FY05 Q2
    
    
    34,742
    
    
    $
    24.96
    
    
    
    867Shares purchased in FY05 Q3
    
    
    31,148
    
    
    $
    34.48
    
    
    
    1,074Total shares purchased as of August 31, 2005
    
    
    2,000,000
    
    
    $
    18.12
    
    
    $
    36,229Fiscal Year 2005 Plan:Shares purchased in FY05 Q3
    
    
    354,244
    
    
    $
    33.24
    
    
    $
    11,774Shares purchased in FY05 Q4
    
    
    142,418
    
    
    $
    36.35
    
    
    
    5,177Shares purchased in July & August 2005
    
    
    355,826
    
    
    $
    43.14
    
    
    
    15,351Total shares purchased as of August 31, 2005
    
    
    852,488
    
    
    $
    37.89
    
    
    $
    32,302Combined Plans:Shares purchased in FY 05
    
    
    897,200
    
    
    $
    29.85
    
    
    $
    26,777Total shares purchased as of August 31, 2005
    
    
    2,852,488
    
    
    $
    24.03
    
    
    $
    68,531
 20




---



##### 



Issuer Purchases of Equity Securities (1)
 Total Number of
    
    
    Maximum NumberAverage Per
    
    
    Shares Purchased
    
    
    of Shares that MayTotal Number
    
    
    Share
    
    
    Under a Publicly
    
    
    Yet be Purchasedof Shares
    
    
    Purchase
    
    
    Announced Plan
    
    
    Under the Plan orPurchased
    
    
    Price
    
    
    or Program
    
    
    ProgramFiscal
Year 2002 Plan:July 2004
    
    
    110,632
    
    
    $
    22.57
    
    
    
    110,632
    
    
    
    289,906August 2004
    
    
    116,754
    
    
    $
    23.08
    
    
    
    116,754
    
    
    
    173,152September 2004
    
    
    107,262
    
    
    $
    25.12
    
    
    
    107,262
    
    
    
    65,890October 2004
    
    
    34,742
    
    
    $
    24.96
    
    
    
    34,742
    
    
    
    31,148November 2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,148December 2004
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    31,148January 2005
    
    
    31,148
    
    
    $
    34.48
    
    
    
    31,148
    
    
    
    Total
    
    
    400,538
    
    
    $
    24.53
    
    
    
    400,538
    
    
    
    Fiscal
Year 2005 Plan:January 2005
    
    
    52,880
    
    
    $
    34.48
    
    
    
    52,880
    
    
    
    1,947,120February 2005
    
    
    191,122
    
    
    $
    33.12
    
    
    
    191,122
    
    
    
    1,755,998March 2005
    
    
    110,242
    
    
    $
    32.85
    
    
    
    110,242
    
    
    
    1,645,756April 2005
    
    
    122,418
    
    
    $
    35.54
    
    
    
    122,418
    
    
    
    1,523,338May 2005
    
    
    20,000
    
    
    $
    41.30
    
    
    
    20,000
    
    
    
    1,503,338June 2005
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,503,338July 2005
    
    
    277,676
    
    
    $
    43.57
    
    
    
    277,676
    
    
    
    1,225,662August 2005
    
    
    78,150
    
    
    $
    41.63
    
    
    
    78,150
    
    
    
    1,147,512Total
    
    
    852,488
    
    
    $
    37.89
    
    
    
    852,488
    
    
    
    1,147,512Total  both Plans
    
    
    1,253,026
    
    
    $
    33.62
    
    
    
    1,253,026
    
    
    
    1,147,512
  (1)
 21




---



##### 



Equity Compensation Plan Information
 As of June 30, 2005Number of
    
    
    
    
    
    
    Number ofsecurities to
    
    
    Weighted-
    
    
    securities remainingbe issued upon
    
    
    Average
    
    
    available for futureexercise of
    
    
    exercise price
    
    
    issuance under equityoutstanding
    
    
    of outstanding
    
    
    compensation plansoptions, warrants
    
    
    options, warrants
    
    
    (excluding securitiesPlan category
    
    and rights
    
    
    and rights
    
    
    reflected in column (a))(a)
    
    
    (b)
    
    
    (c)Equity compensation
plans approved by
security holders
    
    
    5,227,807
    
    
    $
    19.28
    
    
    
    1,268,505Equity compensation
plans not approved by
security holders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    5,227,807
    
    
    $
    19.28
    
    
    
    1,268,505
   22




---



##### 



ITEM 6. SELECTED CONSOLIDATED FINANCIAL DATA (in thousands, except per share data)
 Fiscal Years Ended June 30,2005
    
    
    2004
    
    
    2003
    
    
    2002
    
    
    2001Statement of Operations DataRevenue
    
    $
    597,264
    
    
    $
    487,443
    
    
    $
    405,857
    
    
    $
    372,493
    
    
    $
    332,166Income from operations
    
    $
    78,875
    
    
    $
    56,834
    
    
    $
    38,322
    
    
    $
    18,764
    
    
    $
    3,999Net income (loss)
    
    $
    53,660
    
    
    $
    33,279
    
    
    $
    21,782
    
    
    $
    12,239
    
    
    ($
    704
    )Basic net income (loss) per common share
    
    $
    1.43
    
    
    $
    0.91
    
    
    $
    0.62
    
    
    $
    0.35
    
    
    ($
    0.02
    )Diluted net income (loss) per common share
    
    $
    1.35
    
    
    $
    0.87
    
    
    $
    0.61
    
    
    $
    0.34
    
    
    ($
    0.02
    )Balance Sheet DataWorking capital (1)
    
    $
    190,436
    
    
    $
    118,617
    
    
    $
    73,779
    
    
    $
    83,485
    
    
    $
    60,644Total assets
    
    $
    547,228
    
    
    $
    419,587
    
    
    $
    370,710
    
    
    $
    312,830
    
    
    $
    274,456Long-term debt and capital leases (2)
    
    $
    413
    
    
    $
    305
    
    
    $
    667
    
    
    $
    426
    
    
    $
    3,679Shareholders equity
    
    $
    345,171
    
    
    $
    262,973
    
    
    $
    221,228
    
    
    $
    178,362
    
    
    $
    158,848Book value per share (3)
    
    $
    8.93
    
    
    $
    7.17
    
    
    $
    6.14
    
    
    $
    5.09
    
    
    $
    4.55Additional DataWeighted average number of common shares
Outstanding   basic
    
    
    37,514
    
    
    
    36,489
    
    
    
    35,005
    
    
    
    35,020
    
    
    
    34,754 diluted
    
    
    39,803
    
    
    
    38,453
    
    
    
    35,677
    
    
    
    35,700
    
    
    
    34,754
 
 (1)
    
    Current assets less current liabilities.(2)
    
    Including current portion.(3)
    
    Calculated as shareholders equity divided by common stock outstanding at
June 30. ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
      23




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##### 



Critical Accounting Policies
   Revenue Recognition
 Software Revenue Recognition Modification of SOP 97-2, Software Revenue Recognition with Respect to
Certain Transactions (SOP 98-9
 
    
    Persuasive evidence of an arrangement exists: The Company considers a
contract signed by both parties of the agreement or a purchase order
received from the customer persuasive evidence of an arrangement.
    
    Delivery has occurred or services have been rendered: Delivery occurs
when media containing the licensed program is provided to a common
carrier FOB shipping point or, in the case of electronic delivery, the
customer is given access to the licensed programs.
    
    Fixed or determinable fee: The Company considers the license fee to be
fixed or determinable if the fee is not subject to refund or
adjustment and is payable within twelve months of delivery. If the
arrangement fee is not fixed or determinable, the Company recognizes
the revenue as amounts become due and payable. The Company considers
service fees to be fixed or determinable if the service fee or rates
for time and material contracts are not subject to refund or
adjustment.
    
    Collection is probable: The Company performs a credit review for
significant transactions at the time the arrangement is executed to
determine the credit-worthiness of the customer. Collection is deemed
probable if the Company expects that the customer will be able to pay
amounts under the arrangement as they become due. If the Company
determines that collection is not probable, revenue recognition is deferred until collection.
 24




---



##### 



Hardware
  Software
   Service
    Allowance for doubtful accounts
  25




---



##### 



Capitalized software development costs
  Long-lived assets including finite-lived purchased intangible assets
   Goodwill and indefinite-lived purchased intangible assets
     26




---



##### 



Income taxes
  Foreign currency translation
  Results of Operations
 Comparison of Fiscal Year 2005 to Fiscal Year 2004:
    U.S.
    
    
    InternationalFiscal Years
    
    
    Fiscal Years(in thousands)
    
    Ended June 30,
    
    
    Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Hardware
    
    $
    117,705
    
    
    $
    93,729
    
    
    $
    74,080
    
    
    $
    57,911Software
    
    
    52,966
    
    
    
    46,043
    
    
    
    53,404
    
    
    
    36,443Service
    
    
    152,645
    
    
    
    127,293
    
    
    
    146,464
    
    
    
    126,024Total
    
    $
    323,316
    
    
    $
    267,065
    
    
    $
    273,948
    
    
    $
    220,378
 27




---



##### 



Fiscal Year Ended
    
    
    Fiscal Year Ended(in thousands)
    
    June 30, 2005
    
    
    June 30, 2004$
    
    
    %
    
    
    $
    
    
    %Hardware
    
    $
    191,785
    
    
    
    32.1
    %
    
    $
    151,640
    
    
    
    31.1
    %Software
    
    
    106,370
    
    
    
    17.8
    %
    
    
    82,486
    
    
    
    16.9
    %Service
    
    
    299,109
    
    
    
    50.1
    %
    
    
    253,317
    
    
    
    52.0
    %Total
    
    $
    597,264
    
    
    
    100.0
    %
    
    $
    487,443
    
    
    
    100.0
    %
    28




---



##### 



(in thousands)
    
    2005
    
    
    2004Total R&D
    
    $
    33,144
    
    
    $
    32,387Capitalized software development costs
    
    
    (5,745
    )
    
    
    (5,178
    )Total R&D expenses
    
    $
    27,399
    
    
    $
    27,209Total revenue
    
    $
    597,264
    
    
    $
    487,443R&D expense as % of revenue
    
    
    4.6
    %
    
    
    5.6
    %Total R&D as % of revenue
    
    
    5.5
    %
    
    
    6.6
    %
     Comparison of Fiscal Year 2004 to Fiscal Year 2003:
   29




---



##### 



U.S.
    
    
    InternationalFiscal Years
    
    
    Fiscal Years(in thousands)
    
    Ended June 30,
    
    
    Ended June 30,2004
    
    
    2003
    
    
    2004
    
    
    2003Hardware
    
    $
    93,729
    
    
    $
    82,906
    
    
    $
    57,911
    
    
    $
    54,108Software
    
    
    46,043
    
    
    
    34,773
    
    
    
    36,443
    
    
    
    32,840Service
    
    
    127,293
    
    
    
    96,129
    
    
    
    126,024
    
    
    
    105,101Total
    
    $
    267,065
    
    
    $
    213,808
    
    
    $
    220,378
    
    
    $
    192,049
  Fiscal Year Ended
    
    
    Fiscal Year Ended(in thousands)
    
    June 30, 2004
    
    
    June 30, 2003$
    
    
    %
    
    
    $
    
    
    %Hardware
    
    $
    151,640
    
    
    
    31.1
    %
    
    $
    137,013
    
    
    
    33.8
    %Software
    
    
    82,486
    
    
    
    16.9
    %
    
    
    67,614
    
    
    
    16.7
    %Service
    
    
    253,317
    
    
    
    52.0
    %
    
    
    201,230
    
    
    
    49.5
    %Total
    
    $
    487,443
    
    
    
    100.0
    %
    
    $
    405,857
    
    
    
    100.0
    %
     30




---



##### 



(in thousands)
    
    2004
    
    
    2003Total R&D
    
    $
    32,387
    
    
    $
    23,329Capitalized software development costs
    
    
    (5,178
    )
    
    
    (4,581
    )Total R&D expenses
    
    $
    27,209
    
    
    $
    18,748Total revenue
    
    $
    487,443
    
    
    $
    405,857R&D expense as % of revenue
    
    
    5.6
    %
    
    
    4.6
    %Total R&D as % of revenue
    
    
    6.6
    %
    
    
    5.7
    %
     Purchases of Company Stock
  31




---



##### 



Average Per
    
    
    TotalNumber of
    
    
    Share Purchase
    
    
    PurchaseShares
    
    
    Price
    
    
    ValueShares purchased in fiscal year 2002
    
    
    191,200
    
    
    $
    13.65
    
    
    $
    2,610Shares purchased in fiscal year 2003
    
    
    564,482
    
    
    $
    11.84
    
    
    
    6,681Shares purchased in fiscal year 2004
    
    
    843,780
    
    
    $
    20.28
    
    
    
    17,112Shares purchased in fiscal year 2005
    
    
    897,200
    
    
    $
    29.85
    
    
    
    26,777Total shares purchased as of June 30, 2005
    
    
    2,496,662
    
    
    $
    21.30
    
    
    $
    53,180
 Liquidity and Capital Resources
      32




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##### 



2005
    
    
    2004Cash and cash equivalents
    
    $
    153,521
    
    
    $
    83,451Available credit facilities
    
    $
    66,210
    
    
    $
    66,220Outstanding credit facilities
    
    
    (2,387
    )
    
    
    (2,481
    )Outstanding guarantees
    
    
    (639
    )
    
    
    (357
    )Unused credit facilities
    
    $
    63,184
    
    
    $
    63,382Working capital (1)
    
    $
    190,436
    
    
    $
    118,617Long-term debt and capital lease obligations:Current
    
    $
    162
    
    
    $
    139Non-current
    
    
    251
    
    
    
    166Total
    
    $
    413
    
    
    $
    305Shareholders equity
    
    $
    345,171
    
    
    $
    262,973Current ratio (2)
    
    
    2.08
    
    
    
    1.87
 
 (1) Current assets less current liabilities.(2) Current assets divided by current liabilities. Inflation
  33




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##### 



Off-balance sheet arrangements
  Disclosure of contractual obligations (as of June 30, 2005)
 (in thousands)
    
    Payments due by periodTotal
    
    
    Less than 1 year
    
    
    1-3 years
    
    
    4-5 years
    
    
    More than 5 yearsNet operating lease
obligations
    
    $
    55,762
    
    
    $
    14,465
    
    
    $
    31,011
    
    
    $
    7,463
    
    
    $
    2,823Purchase obligations
    
    
    705
    
    
    
    
    
    
    
    705
    
    
    
    
    
    
    
    Total
    
    $
    56,467
    
    
    $
    14,465
    
    
    $
    31,716
    
    
    $
    7,463
    
    
    $
    2,823
 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
  ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  ITEM 9A. CONTROLS AND PROCEDURES
   34




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##### 



Scope of Managements Report on Internal Control over Financial Reporting
  Managements Report on Internal Control over Financial Reporting
 Internal Control 
Integrated Framework.
   35




---



##### 



ITEM 9B. OTHER INFORMATION
   36




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##### 



ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 Name
    
    PositionT. Paul Armstrong
    
    Executive Vice President, New TechnologiesLouis M. Brown, Jr.
    
    Director and Vice Chairman of the BoardB. Gary Dando
    
    DirectorA. L. Giannopoulos
    
    Chairman, President and Chief Executive OfficerJ. Alan Hayman
    
    Executive Vice President, Restaurant Sales and StrategiesDaniel G. Interlandi
    
    Executive Vice President, North American SalesBernard Jammet
    
    Executive Vice President, Latin American SalesGary C. Kaufman
    
    Executive Vice President, Finance and Administration and Chief
Financial OfficerThomas L. Patz
    
    Executive Vice President, Strategic Initiatives, and General CounselJohn G. Puente
    
    DirectorCynthia A. Russo
    
    Vice President and Corporate ControllerDwight S. Taylor
    
    DirectorWilliam S. Watson
    
    Director
     37




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38




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##### 



www.micros.com
 39




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##### 



ITEM 11. EXECUTIVE COMPENSATION
  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
   ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
  ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
  40




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##### 



PART IV
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 PageNo.The following documents are filed as a part of this report:1.
    
    Financial Statements:Report of Independent Registered Public Accounting Firm
    
    
    45-46Consolidated balance sheets as of June 30, 2005 and 2004
    
    
    47Consolidated statements of operations for the years ended June 30, 2005, 2004 and 2003
    
    
    48Consolidated statements of shareholders equity and comprehensive
income for the years ended June 30, 2005, 2004 and 2003
    
    
    49Consolidated statements of cash flows for the years ended June 30, 2005, 2004 and 2003
    
    
    50-51Notes to consolidated financial statements
    
    
    52-752.
    
    Financial Statement Schedules:Schedule II  Valuation and qualifying accounts and reserves
    
    
    76All other schedules are omitted because they are not applicable, not required, or the
required information is included in the financial statements or notes thereto.3.
    
    Exhibits:
 3(i).
    
    Articles of Incorporation of the Company are incorporated herein by reference to Exhibit 3 to the
Annual Report on Form 10-K of the Company for the Fiscal Year ended June 30, 1990.3(i)(a).
    
    Articles of Amendment to Articles of Incorporation are incorporated herein by reference to Exhibit
3(i) to the Quarterly Report on Form 10-Q of the Company for the period ended December 31, 1997.3(i)(b).
    
    Articles of Amendment to Articles of Incorporation are incorporated herein by reference to Exhibit
3(i) to the Quarterly Report on Form 10-Q of the Company for the period ended December 31, 1998.3(ii).
    
    By-laws of the Company as in effect on the date hereof is incorporated herein by reference to Exhibit
3 to the Annual Report on Form 10-K of the Company for the Fiscal Year ended June 30, 1990.3(iii).
    
    By-laws of the Company, as amended, is incorporated herein by reference to Exhibit 3(ii) to the Form
8-K filed on August 30, 2004.10a1.*
    
    Amendment and Restatement of MICROS Systems, Inc. Stock Option Plan is incorporated herein by
reference to Exhibit 4.1 to the Registration Statement on Form S-8 of the Company filed on February
16, 1990.10a2.*
    
    First Amendment to the Amendment and Restatement of MICROS Systems, Inc. Stock Option Plan
constituting Exhibit 10a1 hereto is incorporated herein by reference to Exhibit 4.2 to the
Registration Statement on Form S-8 of the Company filed on February 16, 1990.10b1.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to Exhibit
A to the Proxy Statement of the Company for the 1993 Annual Meeting of Shareholders.
 41




---



##### 



10b2.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to Exhibit
A to the Proxy Statement of the Company for the 1995 Annual Meeting of Shareholders.10b3.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to Exhibit
A to the Proxy Statement of the Company for the 1996 Annual Meeting of Shareholders.10b4.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to Exhibit
A to the Proxy Statement of the Company for the 1997 Annual Meeting of Shareholders.10b5.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to Exhibit
A to the Proxy Statement of the Company for the 1998 Annual Meeting of Shareholders.10b6.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to Exhibit
A to the Proxy Statement of the Company for the 1999 Annual Meeting of Shareholders.10b7.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to Exhibit
A to the Proxy Statement of the Company for the 2001 Annual Meeting of Shareholders.10b8.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to Exhibit
A to the Proxy Statement of the Company for the 2002 Annual Meeting of Shareholders.10b9.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to Exhibit
A to the Proxy Statement of the Company for the 2003 Annual Meeting of Shareholders.10b10.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to Exhibit
A to the Proxy Statement of the Company for the 2004 Annual Meeting of Shareholders.10c.
    
    Underwriting Agreement dated July 6, 1995 by and among MICROS Systems, Inc., Westinghouse Electric
Corporation, Westinghouse Holdings Corporation, J.P. Morgan Securities, Inc., Morgan Stanley & Co.
Incorporated and Smith Barney, Inc. is incorporated herein by reference to Exhibit 10d to the Annual
Report on Form 10-K of the Company for the Fiscal Year ended June 30, 1995.10d.*
    
    Employment Agreement dated June 1, 1995 between MICROS Systems, Inc. and A. L. Giannopoulos is
incorporated herein by reference to Exhibit 10e to the Annual Report on Form 10-K of the Company for
the Fiscal Year ended June 30, 1995.10e.*
    
    First Amendment to Employment Agreement dated February 6, 1997 between MICROS Systems, Inc. and A. L.
Giannopoulos is incorporated herein by reference to Exhibit 10 to the Quarterly Report on Form 10-Q of
the Company for the period ended December 31, 1996.10f.*
    
    Second Amendment to Employment Agreement dated February 1, 1998 between MICROS Systems, Inc. and A. L.
Giannopoulos is incorporated herein by reference to Exhibit 10 to the Quarterly Report on Form 10-Q of
the Company for the period ended December 31, 1997.10g.*
    
    Third Amendment to Employment Agreement dated September 8, 1999 between MICROS Systems, Inc. and A. L.
Giannopoulos is incorporated herein by reference to Exhibit 10g to the Annual Report on Form 10-K of
the Company for the Fiscal Year ended June 30, 1999.
 42




---



##### 



10h.*
    
    Fourth Amendment to Employment Agreement dated November 19, 2001 between MICROS Systems, Inc. and A.
L. Giannopoulos is incorporated herein by reference to Exhibit 10 to the Quarterly Report on Form 10-Q
of the Company for the period ended December 31, 2001.10i.*
    
    Fifth Amendment to Employment Agreement dated November 15, 2002 between MICROS Systems, Inc. and A. L.
Giannopoulos is incorporated herein by reference to Exhibit 10 to the Quarterly Report on Form 10-Q of
the Company for the period ended December 31, 2002.10j.*
    
    Sixth Amendment to Employment Agreement dated
January 28, 2004 between MICROS Systems, Inc. and A. L. Giannopoulos is incorporated herein by
reference to Exhibit 10 to the Quarterly Report on
Form 10-Q of the Company for the period ended December 31, 2003.10k.*
    
    Seventh Amendment to Employment Agreement dated August 9, 2005 between MICROS Systems, Inc. and A. L.
Giannopoulos is incorporated herein by reference to Exhibit 10 to the Current Report on Form 8-K filed
on August 11, 2005.10l.*
    
    Consulting Agreement dated June 30, 1995 between MICROS Systems, Inc. and Louis M. Brown, Jr. is
incorporated herein by reference to Exhibit 10 to the Annual Report on Form 10-K of the Company for
the Fiscal Year ended June 30, 1995.10m.*
    
    First Amendment to Consulting Agreement dated February 1, 1999 between MICROS Systems, Inc. and Louis
M. Brown, Jr. is incorporated herein by reference to Exhibit 10 to the Quarterly Report on Form 10-Q
of the Company for the period ended December 31, 1998.10n.*
    
    Second Amendment to Consulting Agreement dated April 26, 2001 between MICROS Systems, Inc. and Louis
M. Brown, Jr. is incorporated herein by reference to Exhibit 10 to the Quarterly Report on Form 10-Q
of the Company for the period ended March 31, 2001.10o.*
    
    Third Amendment to Consulting Agreement dated
September 4, 2003 between MICROS Systems, Inc. and Louis M. Brown, Jr. is incorporated herein by
reference to Exhibit 10 to the Annual Report on Form 10-K
of the Company for the Fiscal Year ended June 30, 2003.10p.*
    
    Employment Agreement dated May 28, 1997 between MICROS Systems, Inc. and Gary C. Kaufman is
incorporated herein by reference to Exhibit 10 to the Annual Report on Form 10-K of the Company for
the Fiscal Year ended June 30, 1997.10q.*
    
    First Amendment to Employment Agreement dated October 1, 1998 between MICROS Systems, Inc. and Gary C.
Kaufman is incorporated herein by reference to Exhibit 10 to the Quarterly Report on Form 10-Q of the
Company for the period ended December 31, 1998.10r.*
    
    Employment Agreement dated May 28, 1997 between MICROS Systems, Inc. and Thomas L. Patz is
incorporated herein by reference to Exhibit 10 to the Annual Report on Form 10-K of the Company for
the Fiscal Year ended June 30, 1997 (see 10p above, as text is identical).10s.*
    
    First Amendment to Employment Agreement dated October 1, 1998 between MICROS Systems, Inc. and Thomas
L. Patz is incorporated herein by reference to Exhibit 10 to the Quarterly Report on Form 10-Q of the
Company for the period ended December 31, 1998 (see 10q above, as text is identical).10t.
    
    Credit Agreement, dated as of July 17, 2003, among MICROS Systems, Inc., DV Technology Holdings
Corporation, Datavantage Corporation, MICROS-Fidelio Nevada, LLC, MSI Delaware, LLC, MICROS-Fidelio
Southwest, Inc., and MICROS-Fidelio Worldwide, Inc. (Borrowers), and Bank of America, N.A., Wachovia
Bank, National Association and US Bank (Lenders) is incorporated herein by reference to Exhibit 10 to
the Quarterly Report on Form 10-Q of the Company for the period ended September 30, 2003.
 43




---



##### 



10u.
    
    Credit Agreement, dated as of July 17, 2003, among MICROS-Fidelio (Ireland) Ltd., MICROS-Fidelio
Systems (UK) Ltd., MICROS-Fidelio España S.L., Merchants Information Solutions, Ltd., MICROS-Fidelio Brazil, Ltda., MICROS-Fidelio France S.A.S., Hospitality Technologies, S.A.,
MICROS-Fidelio Mexico S.A. De C.V., MICROS Systems Holding GmbH, MICROS-Fidelio Software Deutschland
GmbH, Indatec GmbH & Co. Kg., MICROS-Fidelio Software GmbH & Co. Kg., MICROS-Fidelio Software Portugal
Unipessoal Lda, MICROS-Fidelio (Thailand) Co., Ltd., MICROS-Fidelio Singapore Pte Ltd., MICROS-Fidelio
Software (Philippines), Inc., MICROS-Fidelio Japan Ltd., MICROS-Fidelio Australia Pty. Ltd.,
MICROS-Fidelio Hong Kong, Ltd., Fidelio Nordic Norway A/S, Fidelio Nordic Oy, Fidelio Nordic Sverige,
A.B., and Hotelbk, A.B., and Bank of America, N.A., Wachovia Bank, National Association and US Bank
(Lenders) is incorporated herein by reference to Exhibit 10 to the Quarterly Report on Form 10-Q of
the Company for the period ended September 30, 2003.10v.
    
    Security Agreement, dated as of July 17, 2003, by and among MICROS Systems, Inc., DV Technology
Holdings Corporation, Datavantage Corporation, MICROS-Fidelio Nevada, LLC, MSI Delaware, LLC,
MICROS-Fidelio Southwest, Inc., MICROS-Fidelio Worldwide, Inc. (Borrowers) and Bank of America, N.A.,
Wachovia Bank, National Association And US Bank (Lenders) is incorporated herein by reference to
Exhibit 10 to the Quarterly Report on Form 10-Q of the Company for the period ended September 30,
2003.10w.*
    
    Supplemental Executive Retirement Plan effective August 25, 2005, the final for,m of which was
approved by the Board of Directors on November 19, 2004, is incorporated herein by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed on November 19, 2005.10x
    
    Amended and restated Credit Agreement, effective as of July 29, 2005, among MICROS Systems, Inc., DV
Technology Holdings Corporation, Datavantage Corporation, Micros Fidelio Nevada, LLC, Msi Delaware,
LLC, Micros-Fidelio Worldwide, Inc., and Jtech Communications, Inc. as Borrower, Bank of America,
N.A., as administrative agent, swing line lender and L/C issuer, and Wachovia Bank, N.A., and US Bank,
N.A., and Banc of America Securities LLC, as sole lead arranger and book manager (filed herewith).10y
    
    Amended and restated Credit Agreement, effective as of July 29, 2005, among Micros-Fidelio (Ireland)
Ltd., Micros-Fidelio Systems (UK) Ltd., Micros-Fidelio España S.L., Micros Fidelio (Canada), Ltd.,
Micros-Fidelio Brazil, Ltda., Micros-Fidelio France S.A.S., Hospitality Technologies, S.A.,
Micros-Fidelio Mexico S.A. de C.V., Micros Systems Holding GmbH, Micros-Fidelio GmbH, Micros-Fidelio
Software Portugal Unipessoal Lda, Micros-Fidelio (Thailand) Co., Ltd., Micros-Fidelio Singapore Pte
Ltd., Micros-Fidelio Software (Philippines), Inc., Micros-Fidelio Japan Ltd., Micros-Fidelio Australia
Pty. Ltd., Micros-Fidelio Hong Kong, Ltd., Fidelio Nordic Norway A/S, Fidelio Nordic Oy, Fidelio
Nordic Sverige, A.B., Hotelbk, A.B., as Borrower, Bank Of America, N.A., as Administrative Agent,
swing line lender, and L/C issuer, and Wachovia Bank N.A. and US Bank N.A., and Banc of America
Securities LLC, as sole lead arranger and book manager (filed herewith).14.
    
    Code of Ethics and Business Practices is incorporated herein by reference to Exhibit 14 to the Annual
Report on Form 10-K of the Company for the Fiscal Year ended June 30, 2004.21.
    
    Subsidiaries of the Company (filed herewith)23.
    
    Consent of Independent Registered Public Accounting Firm (filed herewith)31.
    
    Certifications (filed herewith)32.
    
    Section 1350 Certifications (furnished herewith)**
 
 *
    
    Management contract or compensatory plan or arrangement.**
    
    These certifications are being furnished solely to accompany the Annual Report on Form 10-K
pursuant to 18 U.S.C. Section. 1350, and are not being filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any
filing of the Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing.  44




---



##### 



Report of Independent Registered Public Accounting Firm
   Consolidated financial statements and financial statement schedule
 
 Internal control over financial reporting
  45




---



##### 



46




---



##### 



MICROS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 2005
    
    
    2004ASSETSCurrent assets:Cash and cash equivalents
    
    $
    153,521
    
    
    $
    83,451Short-term investments
    
    
    
    
    
    
    8,000Accounts receivable, net of allowance for
doubtful accounts of $16,202 in 2005 and
$11,903 in 2004
    
    
    131,423
    
    
    
    101,367Inventories, net
    
    
    42,664
    
    
    
    36,095Deferred income taxes
    
    
    10,883
    
    
    
    9,396Prepaid expenses and other current assets
    
    
    28,934
    
    
    
    16,242Total current assets
    
    
    367,425
    
    
    
    254,551Property, plant and equipment, net
    
    
    21,308
    
    
    
    19,550Deferred income taxes, non-current
    
    
    18,195
    
    
    
    17,704Goodwill, net
    
    
    86,781
    
    
    
    77,506Intangible assets, net
    
    
    10,958
    
    
    
    5,964Purchased and internally developed software
costs, net of accumulated amortization of
$36,062 in 2005 and $30,484 in 2004
    
    
    40,160
    
    
    
    41,112Other assets
    
    
    2,401
    
    
    
    3,200Total assets
    
    $
    547,228
    
    
    $
    419,587LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Bank lines of credit
    
    $
    2,387
    
    
    $
    2,481Current portion of capital lease obligations
    
    
    162
    
    
    
    139Accounts payable
    
    
    38,253
    
    
    
    29,681Accrued expenses and other current liabilities
    
    
    74,543
    
    
    
    58,693Income taxes payable
    
    
    3,260
    
    
    
    1,409Deferred income taxes
    
    
    362
    
    
    
    512Deferred service revenue
    
    
    58,022
    
    
    
    43,019Total current liabilities
    
    
    176,989
    
    
    
    135,934Capital lease obligations, net of current portion
    
    
    251
    
    
    
    166Deferred income taxes, non-current
    
    
    16,105
    
    
    
    16,371Other non-current liabilities
    
    
    5,905
    
    
    
    1,401Commitments and contingencies
Minority interests
    
    
    2,807
    
    
    
    2,742Shareholders equity:Common stock, $0.0125 par value; 50,000 shares authorized; shares
issued and outstanding 38,645 in 2005 and 36,670 in 2004
    
    
    482
    
    
    
    457Capital in excess of par
    
    
    99,990
    
    
    
    71,525Retained earnings
    
    
    239,320
    
    
    
    185,660Accumulated other comprehensive income
    
    
    5,379
    
    
    
    5,331Total shareholders equity
    
    
    345,171
    
    
    
    262,973Total liabilities and shareholders equity
    
    $
    547,228
    
    
    $
    419,587
  47




---



##### 



MICROS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 2005
    
    
    2004
    
    
    2003Revenue:Hardware
    
    $
    191,785
    
    
    $
    151,640
    
    
    $
    137,013Software
    
    
    106,370
    
    
    
    82,486
    
    
    
    67,614Service
    
    
    299,109
    
    
    
    253,317
    
    
    
    201,230Total revenue
    
    
    597,264
    
    
    
    487,443
    
    
    
    405,857Cost of sales:Hardware
    
    
    127,349
    
    
    
    105,507
    
    
    
    98,037Software
    
    
    22,822
    
    
    
    16,372
    
    
    
    15,401Service
    
    
    145,309
    
    
    
    116,455
    
    
    
    93,860Total cost of sales
    
    
    295,480
    
    
    
    238,334
    
    
    
    207,298Gross margin
    
    
    301,784
    
    
    
    249,109
    
    
    
    198,559Selling, general and administrative expenses
    
    
    185,398
    
    
    
    155,235
    
    
    
    132,601Research and development expenses
    
    
    27,399
    
    
    
    27,209
    
    
    
    18,748Depreciation and amortization
    
    
    10,112
    
    
    
    9,831
    
    
    
    8,888Total operating expenses
    
    
    222,909
    
    
    
    192,275
    
    
    
    160,237Income from operations
    
    
    78,875
    
    
    
    56,834
    
    
    
    38,322Non-operating income (expense):Interest income
    
    
    2,461
    
    
    
    1,300
    
    
    
    1,415Interest expense
    
    
    (1,235
    )
    
    
    (1,004
    )
    
    
    (859
    )Other income (expense), net
    
    
    993
    
    
    
    408
    
    
    
    (1,683
    )Total non-operating income (expense)
    
    
    2,219
    
    
    
    704
    
    
    
    (1,127
    )Income before taxes, minority interests and equity in
net earnings of affiliates
    
    
    81,094
    
    
    
    57,538
    
    
    
    37,195Income tax provision
    
    
    26,761
    
    
    
    23,592
    
    
    
    15,078Income before minority interests and equity in net
earnings of affiliates
    
    
    54,333
    
    
    
    33,946
    
    
    
    22,117Minority interests and equity in net earnings of affiliates
    
    
    (673
    )
    
    
    (667
    )
    
    
    (335
    )Net income
    
    $
    53,660
    
    
    $
    33,279
    
    
    $
    21,782Net income per common share:Basic
    
    $
    1.43
    
    
    $
    0.91
    
    
    $
    0.62Diluted
    
    $
    1.35
    
    
    $
    0.87
    
    
    $
    0.61Weighted-average number of shares outstanding:Basic
    
    
    37,514
    
    
    
    36,489
    
    
    
    35,005Diluted
    
    
    39,803
    
    
    
    38,453
    
    
    
    35,677
  48




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##### 



MICROS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY AND COMPREHENSIVE INCOME
 AccumulatedCommon Stock
    
    
    Capital
    
    
    
    
    
    
    Otherin Excess
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    of Par
    
    
    Earnings
    
    
    (Loss) Income
    
    
    TotalBalance, June 30, 2002
    
    
    35,042
    
    
    $
    438
    
    
    $
    56,867
    
    
    $
    130,599
    
    
    $
    (9,542
    )
    
    $
    178,362Comprehensive incomeNet income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,782
    
    
    
    
    
    
    
    21,782Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,295
    
    
    
    8,295Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,077Stock issued in connection with acquisition
    
    
    1,438
    
    
    
    18
    
    
    
    18,182
    
    
    
    
    
    
    
    
    
    
    
    18,200Stock issued upon exercise of options
    
    
    120
    
    
    
    1
    
    
    
    1,088
    
    
    
    
    
    
    
    
    
    
    
    1,089Repurchases of stock
    
    
    (564
    )
    
    
    (7
    )
    
    
    (6,674
    )
    
    
    
    
    
    
    
    
    
    
    (6,681
    )Income tax benefit from stock options
exercised
    
    
    
    
    
    
    
    
    
    
    181
    
    
    
    
    
    
    
    
    
    
    
    181Balance, June 30, 2003
    
    
    36,036
    
    
    
    450
    
    
    
    69,644
    
    
    
    152,381
    
    
    
    (1,247
    )
    
    
    221,228Comprehensive incomeNet income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    33,279
    
    
    
    
    
    
    
    33,279Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,578
    
    
    
    6,578Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    39,857Stock issued upon exercise of options
    
    
    1,478
    
    
    
    18
    
    
    
    13,677
    
    
    
    
    
    
    
    
    
    
    
    13,695Repurchases of stock
    
    
    (844
    )
    
    
    (11
    )
    
    
    (17,101
    )
    
    
    
    
    
    
    
    
    
    
    (17,112
    )Income tax benefit from stock options
exercised
    
    
    
    
    
    
    
    
    
    
    5,305
    
    
    
    
    
    
    
    
    
    
    
    5,305Balance, June 30, 2004
    
    
    36,670
    
    
    
    457
    
    
    
    71,525
    
    
    
    185,660
    
    
    
    5,331
    
    
    
    262,973Comprehensive incomeNet income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,660
    
    
    
    
    
    
    
    53,660Foreign currency translation adjustments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48
    
    
    
    48Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,708Stock issued upon exercise of options
    
    
    2,872
    
    
    
    36
    
    
    
    33,114
    
    
    
    
    
    
    
    
    
    
    
    33,150Repurchases of stock
    
    
    (897
    )
    
    
    (11
    )
    
    
    (26,766
    )
    
    
    
    
    
    
    
    
    
    
    (26,777
    )Income tax benefit from stock options
exercised
    
    
    
    
    
    
    
    
    
    
    22,117
    
    
    
    
    
    
    
    
    
    
    
    22,117Balance, June 30, 2005
    
    
    38,645
    
    
    $
    482
    
    
    $
    99,990
    
    
    $
    239,320
    
    
    $
    5,379
    
    
    $
    345,171
  49




---



##### 



MICROS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 2005
    
    
    2004
    
    
    2003Cash flows from operating activities:Net income
    
    $
    53,660
    
    
    $
    33,279
    
    
    $
    21,782Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    10,112
    
    
    
    9,831
    
    
    
    8,888Amortization of capitalized software
    
    
    7,451
    
    
    
    6,705
    
    
    
    5,419Provision for losses on accounts receivable excluding recoveries
    
    
    5,859
    
    
    
    3,370
    
    
    
    4,831Provision for inventory obsolescence
    
    
    2,655
    
    
    
    2,002
    
    
    
    2,005Undistributed earnings from equity investment and
minority interests
    
    
    673
    
    
    
    667
    
    
    
    335Provision for deferred income taxes
    
    
    3,267
    
    
    
    4,430
    
    
    
    2,545Loss on other than temporary decline in investments
    
    
    
    
    
    
    800
    
    
    
    500Income tax benefit from stock options exercised
    
    
    22,117
    
    
    
    5,305
    
    
    
    181Legal settlement, net
    
    
    
    
    
    
    1,260
    
    
    
    Changes in assets and liabilities (net of impact of acquisitions):Increase in accounts receivable
    
    
    (34,454
    )
    
    
    (4,836
    )
    
    
    (4,866
    )Increase in inventories
    
    
    (6,789
    )
    
    
    (5,268
    )
    
    
    (120
    )(Increase) decrease in prepaid expenses and other assets
    
    
    (10,927
    )
    
    
    1,421
    
    
    
    (4,402
    )Increase (decrease) in accounts payable
    
    
    7,712
    
    
    
    5,483
    
    
    
    (2,490
    )Increase in accrued expenses and other current liabilities
    
    
    18,723
    
    
    
    9,106
    
    
    
    4,734Decrease in income taxes payable
    
    
    (4,543
    )
    
    
    (5,795
    )
    
    
    (385
    )Increase in deferred service revenue
    
    
    14,778
    
    
    
    4,155
    
    
    
    1,447Net cash provided by operating activities
    
    
    90,294
    
    
    
    71,915
    
    
    
    40,404Cash flows from investing activities:Purchases of short-term investments
    
    
    (175,200
    )
    
    
    (43,000
    )
    
    
    (37,200
    )Proceeds from sales of short-term investments
    
    
    183,200
    
    
    
    35,000
    
    
    
    37,200Purchases of property, plant and equipment
    
    
    (10,245
    )
    
    
    (8,760
    )
    
    
    (5,581
    )Proceeds from dispositions of property, plant and equipment
    
    
    
    
    
    
    83
    
    
    
    430Internally developed software costs
    
    
    (5,745
    )
    
    
    (5,178
    )
    
    
    (4,581
    )Proceeds from sale of subsidiary
    
    
    
    
    
    
    
    
    
    
    286Purchases of other investments
    
    
    
    
    
    
    (500
    )
    
    
    Net cash paid for acquisitions
    
    
    (18,538
    )
    
    
    
    
    
    
    (28,600
    )Net cash used in investing activities
    
    
    (26,528
    )
    
    
    (22,355
    )
    
    
    (38,046
    )Cash flows from financing activities:Principal payments on lines of credit
    
    
    
    
    
    
    (11,837
    )
    
    
    (31,892
    )Proceeds from lines of credit
    
    
    
    
    
    
    3,847
    
    
    
    15,125Net increase (decrease) in capital lease obligations
    
    
    90
    
    
    
    (92
    )
    
    
    (194
    )Payment of shareholder loan
    
    
    
    
    
    
    (363
    )
    
    
    (424
    )Dividends to minority owners
    
    
    (316
    )
    
    
    (166
    )
    
    
    (113
    )Proceeds from issuance of stock
    
    
    33,150
    
    
    
    13,695
    
    
    
    1,090Repurchases of stock
    
    
    (26,777
    )
    
    
    (17,112
    )
    
    
    (6,681
    )Net cash provided by (used in) financing activities
    
    
    6,147
    
    
    
    (12,028
    )
    
    
    (23,089
    )Effect of exchange rate changes on cash
    
    
    157
    
    
    
    237
    
    
    
    (225
    )Net increase (decrease) in cash and cash equivalents
    
    
    70,070
    
    
    
    37,769
    
    
    
    (20,956
    )Cash and cash equivalents at beginning of year
    
    
    83,451
    
    
    
    45,682
    
    
    
    66,638Cash and cash equivalents at end of year
    
    $
    153,521
    
    
    $
    83,451
    
    
    $
    45,682Supplemental disclosures of cash flow information:Cash paid during the year for:Interest
    
    $
    2,322
    
    
    $
    1,395
    
    
    $
    465Income taxes
    
    $
    14,922
    
    
    $
    23,243
    
    
    $
    15,365
  50




---



##### 



MICROS SYSTEMS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
 Supplemental schedule of non-cash financing and investing activities:
   51




---



##### 



1.
    
    DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
 Description of business
  Basis of preparation and use of estimates
  Principles of consolidation
  Reclassifications and stock split
     52




---



##### 



Foreign currency translation
  Revenue recognition
 Software
Revenue Recognition Modification of SOP 97-2, Software Revenue
Recognition with Respect to Certain Transactions (SOP 98-9
 
    
    Persuasive evidence of an arrangement exists: The Company considers a
contract signed by both parties to the agreement or a purchase order
received from the customer persuasive evidence of an arrangement.
    
    Delivery has occurred or services have been rendered: Delivery occurs
when media containing the licensed program is provided to a common
carrier FOB shipping point or, in the case of electronic delivery, the
customer is given access to the licensed programs.
    
    Fixed or determinable fee: The Company considers the license fee to be
fixed or determinable if the fee is not subject to refund or
adjustment and is payable within twelve months of delivery. If the
arrangement fee is not fixed or determinable, the Company recognizes
the revenue as amounts become due and payable. The Company considers
service fees to be fixed or determinable if the services fee or rates
for time and material contracts are not subject to refund or
adjustment.
    
    Collection is probable: The Company performs a credit review for
significant transactions at the time the arrangement is executed to
determine the credit-worthiness of the customer. Collection is deemed
probable if the Company expects that the customer will be able to pay
amounts under the arrangement as they become due. If the Company
determines that collection is not probable, revenue recognition is
deferred until collection.
  Hardware
  Software
  53




---



##### 



Service
    Cash equivalents
  Short term investments
 
 Inventories
  54




---



##### 



Property, plant and equipment
   Software for internal use
  Warranties
  Capitalized software development costs
  Research and development costs
  Long-lived assets including finite-lived purchased intangible assets
   55




---



##### 



Goodwill and indefinite-lived purchased intangible assets
     Financing costs related to long-term debt
  Advertising costs
  Allowance for doubtful accounts
  56




---



##### 



Income taxes
  Net income per share
   2005
    
    
    2004
    
    
    2003Average common shares outstanding
    
    
    37,514
    
    
    
    36,489
    
    
    
    35,005Dilutive effect of outstanding stock options
    
    
    2,289
    
    
    
    1,964
    
    
    
    672Average common shares outstanding assuming dilution
    
    
    39,803
    
    
    
    38,453
    
    
    
    35,677Basic net income per share
    
    $
    1.43
    
    
    $
    0.91
    
    
    $
    0.62Diluted net income per share
    
    $
    1.35
    
    
    $
    0.87
    
    
    $
    0.61Anti-dilutive weighted shares excluded from
reconciliation
    
    
    437
    
    
    
    1,665
    
    
    
    3,279
 Stock-based compensation
   57




---



##### 



2005
    
    
    2004
    
    
    2003Net income  as reported
    
    $
    53,660
    
    
    $
    33,279
    
    
    $
    21,782Add: stock-based compensation
expense included in reported
net income, net of tax
    
    
    
    
    
    
    
    
    
    
    Deduct: total stock-based
employee compensation expense
determined under the fair value
method, net of tax
    
    
    (5,402
    )
    
    
    (5,364
    )
    
    
    (5,838
    )Net income  pro forma
    
    $
    48,258
    
    
    $
    27,915
    
    
    $
    15,944Basic net income per shareAs reported
    
    $
    1.43
    
    
    $
    0.91
    
    
    $
    0.62Pro forma
    
    $
    1.29
    
    
    $
    0.77
    
    
    $
    0.46Diluted net income per shareAs reported
    
    $
    1.35
    
    
    $
    0.87
    
    
    $
    0.61Pro forma
    
    $
    1.21
    
    
    $
    0.73
    
    
    $
    0.45
  2005
    
    
    2004
    
    
    2003Risk-free interest rate
    
    
    3.6
    %
    
    
    3.7
    %
    
    
    3.0
    %Expected life
    
    5.2 years
    
    5.9 years
    
    6.0 yearsExpected volatility
    
    
    43
    %
    
    
    49
    %
    
    
    50
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
  Fair value of financial instruments
  Defined Benefit Plan
  58




---



##### 



Recent accounting standards
      ,
 59




---



##### 



2.
    
    Acquisitions:
 JTECH
  Datavantage
  60




---



##### 



Current assets
    
    $
    11,794Fixed assets
    
    
    1,520Deferred income taxes
    
    
    (3,080
    )Goodwill and intangible assets
    
    
    52,630Purchased and internally developed software costs
    
    
    6,140Other assets
    
    
    37Liabilities assumed
    
    
    (16,757
    )$
    52,284
  Book value of net assets
    
    $
    8,512Fair value changes:Intangibles
    
    
    7,923Deferred income taxes
    
    
    (10,381
    )Adjusted net assets
    
    
    6,054Purchase price
    
    
    (52,284
    )Goodwill
    
    $
    46,230
  3.
    
    Inventories:
  2005
    
    
    2004Raw materials
    
    $
    7,360
    
    
    $
    5,592Work-in-process
    
    
    29
    
    
    
    91Finished goods
    
    
    35,275
    
    
    
    30,412$
    42,664
    
    
    $
    36,095
  4.
    
    Property, plant and equipment:
  2005
    
    
    2004
    
    
    Useful LifeLeasehold improvements
    
    $
    6,391
    
    
    $
    5,237
    
    
    Lease termMachinery and equipment
    
    
    8,769
    
    
    
    7,155
    
    
    5-10 yearsFurniture and fixtures
    
    
    14,455
    
    
    
    13,180
    
    
    7-10 yearsComputer hardware and software
    
    
    56,418
    
    
    
    52,223
    
    
    3-5 yearsTotal property, plant and equipment
    
    
    86,033
    
    
    
    77,795Accumulated depreciation and amortization
    
    
    (64,725
    )
    
    
    (58,245
    )Net property, plant and equipment
    
    $
    21,308
    
    
    $
    19,550
 61




---



##### 



5.
    
    Line of credit:
       62




---



##### 



6.
    
    Long-term debt:
  7.
    
    Accrued expenses and other current liabilities:
  2005
    
    
    2004Compensation and related taxes
    
    $
    25,943
    
    
    $
    22,103Commissions
    
    
    2,918
    
    
    
    2,411Volume rebates
    
    
    2,725
    
    
    
    2,231Deposits received from customers
    
    
    22,246
    
    
    
    10,966VAT and sales taxes
    
    
    3,272
    
    
    
    3,467Payments due for acquisitions
    
    
    520
    
    
    
    5,200Accrued payables and other
    
    
    16,919
    
    
    
    12,315$
    74,543
    
    
    $
    58,693
 8.
    
    Goodwill
  United States
    
    
    International
    
    
    TotalBalance at June 30, 2004
    
    $
    67,038
    
    
    $
    10,468
    
    
    $
    77,506Goodwill acquired  JTECH
    
    
    8,865
    
    
    
    
    
    
    
    8,865Foreign currency translation
    
    
    
    
    
    
    410
    
    
    
    410Balance at June 30, 2005
    
    $
    75,903
    
    
    $
    10,878
    
    
    $
    86,781
  63




---



##### 



9. Intangible assets:
  GrossCarrying
    
    
    Accumulated
    
    
    Net CarryingAmount
    
    
    Amortization
    
    
    AmountAt June 30, 2005:Customer lists
    
    $
    7,800
    
    
    
    ($1,423
    )
    
    $
    6,377Non-compete agreement
    
    
    100
    
    
    
    (25
    )
    
    
    75Product lines
    
    
    326
    
    
    
    (82
    )
    
    
    244Finite-lived purchased intangible assets
    
    
    8,226
    
    
    
    (1,530
    )
    
    
    6,696Trademarks
    
    
    1,673
    
    
    
    (785
    )
    
    
    888Total purchased intangible assets
    
    
    9,899
    
    
    
    (2,315
    )
    
    
    7,584Defined benefit pension plan asset
    
    
    3,374
    
    
    
    
    
    
    
    3,374Total
    
    $
    13,273
    
    
    
    ($2,315
    )
    
    $
    10,958At June 30, 2004:Customer lists
    
    $
    6,200
    
    
    
    ($724
    )
    
    $
    5,476Finite-lived purchased intangible
Assets
    
    
    6,200
    
    
    
    (724
    )
    
    
    5,476Trademarks
    
    
    1,280
    
    
    
    (792
    )
    
    
    488Total
    
    $
    7,480
    
    
    
    ($1,516
    )
    
    $
    5,964
    Year ended June 30:2006
    
    $
    9362007
    
    
    8532008
    
    
    8282009
    
    
    8132010
    
    
    789Later years
    
    
    2,477Total
    
    $
    6,696
 64




---



##### 



10.
    
    Commitments and contingencies:Leases
  Less
    
    
    NetOperating
    
    
    Sublease
    
    
    OperatingLeases
    
    
    Rentals
    
    
    LeasesYear ending June 30,2005
    
    $
    16,307
    
    
    $
    (891
    )
    
    $
    15,4162004
    
    
    15,323
    
    
    
    (594
    )
    
    
    14,7292003
    
    
    14,862
    
    
    
    (681
    )
    
    
    14,181
  Less
    
    
    NetOperating
    
    
    Sublease
    
    
    Operating
    
    
    CapitalLeases
    
    
    Rentals
    
    
    Leases
    
    
    LeasesYear ending June 30,2006
    
    $
    15,421
    
    
    $
    (956
    )
    
    $
    14,465
    
    
    $
    1622007
    
    
    13,063
    
    
    
    (986
    )
    
    
    12,077
    
    
    
    1052008
    
    
    10,276
    
    
    
    (417
    )
    
    
    9,859
    
    
    
    1352009
    
    
    9,075
    
    
    
    
    
    
    
    9,075
    
    
    
    92010
    
    
    6,378
    
    
    
    
    
    
    
    6,378
    
    
    
    22011 and thereafter
    
    
    3,908
    
    
    
    
    
    
    
    3,908
    
    
    
    $
    58,121
    
    
    $
    (2,359
    )
    
    $
    55,762
    
    
    
    413Less: current portion
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    162Long-term obligations under capital lease
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    251
      65




---



##### 



11. Shareholders equity:
   TotalNumber of
    
    
    Average
    
    
    PurchaseShares
    
    
    Purchase Price
    
    
    ValueTotal shares purchased as of June 30, 2003
    
    
    755,682
    
    
    $
    12.29
    
    
    $
    9,291Shares purchased from July 1  Jun 30, 2004
    
    
    843,780
    
    
    $
    20.28
    
    
    
    17,112Total shares purchased as of June 30, 2004
    
    
    1,599,462
    
    
    $
    16.51
    
    
    $
    26,403Shares purchased from July 1  Jun 30, 2005
    
    
    897,200
    
    
    $
    29.85
    
    
    
    26,777Total shares purchased as of June 30, 2005
    
    
    2,496,662
    
    
    $
    21.30
    
    
    $
    53,180
 12. Stock options:
    Years Ended June 30,
    
    2005
    
    2004
    
    2003Weighted
    
    
    
    
    
    Weighted
    
    
    
    
    
    WeightedNumber
    
    Average
    
    Number
    
    Average
    
    Number
    
    Averageof
    
    Exercise
    
    of
    
    Exercise
    
    of
    
    ExerciseShares
    
    Price
    
    Shares
    
    Price
    
    Shares
    
    PriceOutstanding at beginning of year
    
    
    7,416
    
    
    
    
    
    
    
    7,942
    
    
    
    
    
    
    
    7,516Options granted
    
    
    812
    
    
    $
    33.13
    
    
    
    1,008
    
    
    $
    21.07
    
    
    
    833
    
    
    $
    10.85Options cancelled
    
    
    (128
    )
    
    $
    18.53
    
    
    
    (55
    )
    
    $
    16.85
    
    
    
    (287
    )
    
    $
    13.40Options exercised
    
    
    (2,872
    )
    
    $
    11.59
    
    
    
    (1,479
    )
    
    $
    9.40
    
    
    
    (120
    )
    
    $
    9.12Outstanding at end of year
    
    
    5,228
    
    
    $
    19.28
    
    
    
    7,416
    
    
    $
    14.77
    
    
    
    7,942
    
    
    $
    12.99Options exercisable at end of
year
    
    
    3,692
    
    
    $
    16.48
    
    
    
    5,627
    
    
    $
    14.12
    
    
    
    5,963
    
    
    $
    13.67
 66




---



##### 



Options Outstanding
    
    Options ExercisableWeightedWeighted
    
    Average
    
    
    
    
    
    WeightedAverage
    
    Remaining
    
    
    
    
    
    AverageExercise
    
    Contractual
    
    
    
    
    
    ExerciseRange of Exercise Prices
    
    Shares
    
    Price
    
    Life (in years)
    
    Shares
    
    Price$7.39  $10.42
    
    
    532
    
    
    $
    9.69
    
    
    
    5.3
    
    
    
    532
    
    
    $
    9.69$10.43  $11.49
    
    
    544
    
    
    $
    10.84
    
    
    
    7.3
    
    
    
    331
    
    
    $
    10.88$11.50  $12.58
    
    
    789
    
    
    $
    12.25
    
    
    
    4.9
    
    
    
    789
    
    
    $
    12.25$13.36  $19.95
    
    
    629
    
    
    $
    14.63
    
    
    
    3.6
    
    
    
    626
    
    
    $
    14.63$20.19  $20.57
    
    
    34
    
    
    $
    20.27
    
    
    
    6.0
    
    
    
    23
    
    
    $
    20.21$21.04  $21.04
    
    
    870
    
    
    $
    21.04
    
    
    
    8.4
    
    
    
    383
    
    
    $
    21.04$22.08  $22.75
    
    
    48
    
    
    $
    22.41
    
    
    
    8.9
    
    
    
    10
    
    
    $
    22.61$24.44  $24.44
    
    
    957
    
    
    $
    24.44
    
    
    
    4.4
    
    
    
    957
    
    
    $
    24.44$25.60  $32.36
    
    
    76
    
    
    $
    28.04
    
    
    
    6.9
    
    
    
    41
    
    
    $
    27.65$33.35  $46.65
    
    
    749
    
    
    $
    33.73
    
    
    
    9.4
    
    
    
    
    
    
    $7.39  $46.65
    
    
    5,228
    
    
    $
    19.28
    
    
    
    6.2
    
    
    
    3,692
    
    
    $
    16.48
 13. Income taxes:
  2005
    
    
    2004
    
    
    2003United States
    
    $
    46,092
    
    
    $
    28,249
    
    
    $
    6,370International
    
    
    35,002
    
    
    
    29,289
    
    
    
    30,825$
    81,094
    
    
    $
    57,538
    
    
    $
    37,195
  2005
    
    
    2004
    
    
    2003Current:Federal
    
    $
    14,561
    
    
    $
    6,084
    
    
    $
    1,113State
    
    
    2,593
    
    
    
    1,304
    
    
    
    248Foreign
    
    
    6,340
    
    
    
    11,774
    
    
    
    11,172Total current
    
    
    23,494
    
    
    
    19,162
    
    
    
    12,533Deferred:Federal
    
    
    870
    
    
    
    3,789
    
    
    
    1,817State
    
    
    (46
    )
    
    
    622
    
    
    
    82Foreign
    
    
    2,443
    
    
    
    19
    
    
    
    646Total deferred
    
    
    3,267
    
    
    
    4,430
    
    
    
    2,545Total tax expense
    
    $
    26,761
    
    
    $
    23,592
    
    
    $
    15,078
 67




---



##### 



2005
    
    2004
    
    2003At statutory rate
    
    
    35.0
    %
    
    
    35.0
    %
    
    
    35.0
    %Increase (decrease) resulting from:State taxes, net of federal tax benefit
    
    
    2.0
    
    
    
    2.6
    
    
    
    0.6Tax credits
    
    
    (0.5
    )
    
    
    (0.8
    )
    
    
    (0.7
    )Extraterritorial income exclusion
benefit
    
    
    (1.0
    )
    
    
    (1.3
    )
    
    
    (4.6
    )Effect of tax rates in foreign
jurisdictions
    
    
    (5.0
    )
    
    
    5.0
    
    
    
    9.5Subpart F inclusion
    
    
    0.7
    
    
    
    
    
    
    
    Permanent differences
    
    
    1.7
    
    
    
    0.7
    
    
    
    0.5Other
    
    
    0.1
    
    
    
    (0.2
    )
    
    
    0.2Effective tax rate
    
    
    33.0
    %
    
    
    41.0
    %
    
    
    40.5
    %
    2005
    
    
    2004Bad debt reserves
    
    $
    3,398
    
    
    $
    2,574Accruals not currently deductible for tax
    
    
    5,384
    
    
    
    5,182Inventory
    
    
    2,101
    
    
    
    1,640Net operating loss carryforwards
    
    
    4,663
    
    
    
    3,875Tax credit carryforwards
    
    
    6,901
    
    
    
    1,650Purchased in-development software technology write-off
    
    
    345
    
    
    
    3,461Tax impact of technology transfer
    
    
    6,760
    
    
    
    8,529Other
    
    
    684
    
    
    
    935Total deferred tax assets
    
    
    30,236
    
    
    
    27,846Depreciation
    
    
    (4,205
    )
    
    
    (3,478
    )Capitalized software development costs
    
    
    (7,557
    )
    
    
    (11,387
    )Other
    
    
    (4,705
    )
    
    
    (2,018
    )Total deferred tax liabilities
    
    
    (16,467
    )
    
    
    (16,883
    )Valuation allowance
    
    
    (1,158
    )
    
    
    (746
    )Net deferred tax asset
    
    $
    12,611
    
    
    $
    10,217
   68




---



##### 



Net Operating
    
    
    
    
    
    
    Net ofLoss
    
    
    Valuation
    
    
    ValuationCarryforwards
    
    
    Allowance
    
    
    AllowanceExpire beginning:June 2006
    
    $
    5
    
    
    
    ($5
    )
    
    $
    June 2008
    
    
    523
    
    
    
    (9
    )
    
    
    514After June 2009
    
    
    398
    
    
    
    (253
    )
    
    
    145Unlimited life
    
    
    3,737
    
    
    
    (891
    )
    
    
    2,846Total
    
    $
    4,663
    
    
    
    ($1,158
    )
    
    $
    3,505
 Net ofTax Credits
    
    
    Valuation
    
    
    ValuationCarryforwards
    
    
    Allowance
    
    
    AllowanceExpire beginning:June 2011
    
    $
    5,360
    
    
    
    
    
    
    $
    5,360After June 2022
    
    
    1,541
    
    
    
    
    
    
    $
    1,541Total
    
    $
    6,901
    
    
    
    
    
    
    $
    6,901
   14. Other income (expense), net:
  2005
    
    
    2004
    
    
    2003Foreign exchange (loss) gain, net
    
    $
    655
    
    
    $
    (357
    )
    
    $
    (702
    )Investment write-down
    
    
    
    
    
    
    (800
    )
    
    
    (500
    )Legal settlement, net
    
    
    
    
    
    
    1,260
    
    
    
    Other, net
    
    
    338
    
    
    
    305
    
    
    
    (481
    )Total other income (expense), net
    
    $
    993
    
    
    $
    408
    
    
    $
    (1,683
    )
 15. Related party transactions:
  69




---



##### 



16.
    
    Employee benefit plans:Defined contribution plans
       70




---



##### 



2005Change in the projected benefit obligation:PBO at plan inception 8/25/04
    
    $
    5,861Service cost
    
    
    259Interest cost
    
    
    282Actuarial loss
    
    
    658PBO at June 30
    
    $
    7,060Fair value of plan assets
    
    
    n/aFunded status, June 30
    
    $
    (7,060
    )(Unfunded) status of PBO
    
    $
    (7,060
    )Unrecognized prior service cost
    
    
    5,352Unrecognized net actuarial losses
    
    
    658(Accrued) benefit cost
    
    $
    (1,050
    )Accumulated benefit obligation, June 30
    
    $
    4,424Amounts recognized in the consolidated balance sheet consist of:Accrued benefit liability
    
    $
    (4,424
    )Intangible asset
    
    
    3,374Net amount recognized as expense in fiscal year
    
    $
    (1,050
    )Assumptions used to measure benefit obligations at June 30:Discount rate
    
    
    4.96
    %Expected return on plan assets
    
    
    Rate of compensation increase
    
    
    5.0
    %
  2005Components of net periodic pension cost:Service cost
    
    $
    259Interest cost
    
    
    282Expected return on plan assets
    
    
    Amortization of prior service cost
    
    
    509Net periodic pension cost
    
    $
    1,050Assumptions used to determine net periodic pension cost for
the fiscal year ended June 30:Discount rate
    
    
    5.66
    %Expected return on plan assets
    
    
    Rate of compensation increase
    
    
    5.0
    %
 71




---



##### 



2006
    
    $
    2007
    
    
    2008
    
    
    4282009
    
    
    4282010
    
    
    4282011  2015
    
    
    2,596
 17.
    
    Segment reporting data:
  72




---



##### 



Years Ended June 30,2005
    
    
    2004
    
    
    2003Revenues (1):United States
    
    $
    334,449
    
    
    $
    293,922
    
    
    $
    233,141International
    
    
    333,006
    
    
    
    262,996
    
    
    
    229,765Intersegment eliminations
    
    
    (70,191
    )
    
    
    (69,475
    )
    
    
    (57,049
    )Total revenues
    
    $
    597,264
    
    
    $
    487,443
    
    
    $
    405,857Income before taxes, minority interests and
equity in net earnings of affiliates (1):United States
    
    $
    39,286
    
    
    $
    35,680
    
    
    $
    16,869International
    
    
    97,265
    
    
    
    76,777
    
    
    
    61,993Intersegment eliminations
    
    
    (55,457
    )
    
    
    (54,919
    )
    
    
    (41,667
    )Total income before taxes, minority interests
and equity in net earnings of affiliates
    
    $
    81,094
    
    
    $
    57,538
    
    
    $
    37,195Identifiable assets (2):United States
    
    $
    353,121
    
    
    $
    233,272
    
    
    $
    187,443International
    
    
    194,107
    
    
    
    186,315
    
    
    
    183,267Total identifiable assets
    
    $
    547,228
    
    
    $
    419,587
    
    
    $
    370,710Goodwill (2):United States
    
    $
    75,903
    
    
    $
    67,038
    
    
    $
    64,738International
    
    
    10,878
    
    
    
    10,468
    
    
    
    10,227Total goodwill
    
    $
    86,781
    
    
    $
    77,506
    
    
    $
    74,965Capital expenditures (2):United States
    
    $
    5,671
    
    
    $
    5,032
    
    
    $
    2,118International
    
    
    4,574
    
    
    
    3,728
    
    
    
    3,463Total capital expenditures
    
    $
    10,245
    
    
    $
    8,760
    
    
    $
    5,581Depreciation and amortization (2):United States
    
    $
    5,937
    
    
    $
    5,846
    
    
    $
    5,381International
    
    
    4,175
    
    
    
    3,985
    
    
    
    3,507Total depreciation and amortization
    
    $
    10,112
    
    
    $
    9,831
    
    
    $
    8,888
 
 (1)
    
    Amounts based on the location of the customer.(2)
    
    Amounts based on the location of the selling entity.    2005
    
    
    2004
    
    
    2003United States
    
    $
    323,316
    
    
    $
    267,065
    
    
    $
    213,808International
    
    
    273,948
    
    
    
    220,378
    
    
    
    192,049Net revenue
    
    $
    597,264
    
    
    $
    487,443
    
    
    $
    405,857
 73




---



##### 



2005
    
    
    2004
    
    
    2003United States
    
    $
    14,278
    
    
    $
    12,922
    
    
    $
    13,370International
    
    
    7,030
    
    
    
    6,628
    
    
    
    6,809Total long-lived assets
    
    $
    21,308
    
    
    $
    19,550
    
    
    $
    20,179
 18.
    
    Subsequent Event:
   74




---



##### 



19.
    
    Quarterly financial information (unaudited):
  First
    
    
    Second
    
    
    Third
    
    
    Fourth2005
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterRevenue
    
    $
    129,962
    
    
    $
    141,930
    
    
    $
    153,352
    
    
    $
    172,021Gross margin
    
    $
    65,134
    
    
    $
    71,091
    
    
    $
    77,794
    
    
    $
    87,765Income from operations
    
    $
    14,954
    
    
    $
    16,806
    
    
    $
    19,372
    
    
    $
    27,744Net income
    
    $
    9,661
    
    
    $
    11,753
    
    
    $
    14,178
    
    
    $
    18,068Basic net income per common share
    
    $
    0.26
    
    
    $
    0.32
    
    
    $
    0.37
    
    
    $
    0.47Diluted net income per common share
    
    $
    0.25
    
    
    $
    0.30
    
    
    $
    0.35
    
    
    $
    0.45Stock Prices (in dollars)High
    
    $
    25.85
    
    
    $
    39.03
    
    
    $
    37.21
    
    
    $
    47.93Low
    
    $
    21.88
    
    
    $
    24.48
    
    
    $
    31.97
    
    
    $
    33.71
 First
    
    
    Second
    
    
    Third
    
    
    Fourth2004
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    QuarterRevenue
    
    $
    106,417
    
    
    $
    117,254
    
    
    $
    120,967
    
    
    $
    142,805Gross margin
    
    $
    52,135
    
    
    $
    61,072
    
    
    $
    62,126
    
    
    $
    73,776Income from operations
    
    $
    8,082
    
    
    $
    13,353
    
    
    $
    12,798
    
    
    $
    22,601Net income
    
    $
    4,747
    
    
    $
    8,571
    
    
    $
    7,516
    
    
    $
    12,445Basic net income per common share
    
    $
    0.13
    
    
    $
    0.24
    
    
    $
    0.20
    
    
    $
    0.34Diluted net income per common share
    
    $
    0.13
    
    
    $
    0.22
    
    
    $
    0.19
    
    
    $
    0.32Stock Prices (in dollars)High
    
    $
    19.00
    
    
    $
    22.40
    
    
    $
    24.25
    
    
    $
    23.99Low
    
    $
    16.23
    
    
    $
    16.99
    
    
    $
    21.09
    
    
    $
    20.73
 75




---



##### 



MICROS SYSTEMS, INC. AND SUBSIDIARIES
SCHEDULE II  VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
 Balance at
    
    
    Charged
    
    
    
    
    
    
    
    
    
    
    Balancebeginning
    
    
    To
    
    
    
    
    
    
    
    
    
    
    at endDescription
    
    of period
    
    
    expense
    
    
    Deductions
    
    
    Other (1)
    
    
    of periodYear ended June 30, 2005:Allowance for doubtful accounts
    
    $
    11,903
    
    
    $
    5,697
    
    
    $
    347
    (3)
    
    $
    (1,051
    )
    
    $
    16,202Reserve for inventory obsolescence
    
    
    6,380
    
    
    
    2,655
    
    
    
    1,107
    (2)
    
    
    (576
    )
    
    
    7,352$
    18,283
    
    
    $
    8,352
    
    
    $
    1,454
    
    
    $
    (1,627
    )
    
    $
    23,554Year ended June 30, 2004:Allowance for doubtful accounts
    
    $
    10,648
    
    
    $
    3,196
    
    
    $
    887
    (3)
    
    $
    (1,054
    )
    
    $
    11,903Reserve for inventory obsolescence
    
    
    5,900
    
    
    
    2,002
    
    
    
    272
    (2)
    
    
    (1,250
    )
    
    
    6,380$
    16,548
    
    
    $
    5,198
    
    
    $
    1,159
    
    
    $
    (2,304
    )
    
    $
    18,283Year ended June 30, 2003:Allowance for doubtful accounts
    
    $
    8,981
    
    
    $
    4,757
    
    
    $
    1,861
    (3)
    
    $
    (1,229
    )
    
    $
    10,648Reserve for inventory obsolescence
    
    
    4,957
    
    
    
    2,005
    
    
    
    928
    (2)
    
    
    (134
    )
    
    
    5,900$
    13,938
    
    
    $
    6,762
    
    
    $
    2,789
    
    
    $
    (1,363
    )
    
    $
    16,548
 
 (1)
    
    Primarily related to foreign currency translation.(2)
    
    Material scrapped or otherwise disposed.(3)
    
    Charge offs, net of recoveries 76




---



##### 



MICROS SYSTEMS, INC.Date:
    
    9-13-05
    
    By:
    
    /s/Gary C. KaufmanGary C. KaufmanExecutive Vice President, Finance andAdministration/Chief Financial OfficerDate:
    
    9-13-05
    
    By:
    
    /s/Cynthia A. RussoCynthia A. RussoVice President and Corporate Controller
  Name
    
    Title/s/A. L. Giannopoulos

A. L. Giannopoulos
    
    Chairman, President and
Chief Executive Officer
    
    9-13-05/s/Gary C. Kaufman

Gary C. Kaufman
    
    Executive Vice President
Finance and Administration
Chief Financial Officer
    
    9-13-05/s/Louis M. Brown, Jr.

Louis M. Brown, Jr.
    
    Director and
Vice Chairman of the Board
    
    9-13-05/s/B. Gary Dando

B. Gary Dando
    
    Director
    
    9-13-05/s/John G. Puente

John G. Puente
    
    Director
    
    9-13-05/s/Dwight S. Taylor

Dwight S. Taylor
    
    Director
    
    9-13-05/s/William S. Watson

William S. Watson
    
    Director
    
    9-13-05
 77




---



##### 



3(i).
    
    Articles of Incorporation of the Company are incorporated herein by reference to Exhibit 3 to the Annual Report
on Form 10-K of the Company for the Fiscal Year ended June 30, 1990.3(i)(a).
    
    Articles of Amendment to Articles of Incorporation are incorporated herein by reference to Exhibit 3(i) to the
Quarterly Report on Form 10-Q of the Company for the period ended December 31, 1997.3(i)(b).
    
    Articles of Amendment to Articles of Incorporation are incorporated herein by reference to Exhibit 3(i) to the
Quarterly Report on Form 10-Q of the Company for the period ended December 31, 1998.3(ii).
    
    By-laws of the Company as in effect on the date hereof is incorporated herein by reference to Exhibit 3 to the
Annual Report on Form 10-K of the Company for the Fiscal Year ended June 30, 1990.3(iii).
    
    By-laws of the Company, as amended, is incorporated herein by reference to Exhibit 3(ii) to the Form 8-K filed on
August 30, 2004.10a1.*
    
    Amendment and Restatement of MICROS Systems, Inc. Stock Option Plan is incorporated herein by reference to
Exhibit 4.1 to the Registration Statement on Form S-8 of the Company filed on February 16, 1990.10a2.*
    
    First Amendment to the Amendment and Restatement of MICROS Systems, Inc. Stock Option Plan constituting Exhibit
10a1 hereto is incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-8 of the
Company filed on February 16, 1990.10b1.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to Exhibit A to the
Proxy Statement of the Company for the 1993 Annual Meeting of Shareholders.10b2.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to Exhibit A to the
Proxy Statement of the Company for the 1995 Annual Meeting of Shareholders.10b3.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to
Exhibit A to the Proxy Statement of the Company for the 1996 Annual Meeting of Shareholders.10b4.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to
Exhibit A to the Proxy Statement of the Company for the 1997 Annual Meeting of Shareholders.10b5.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to
Exhibit A to the Proxy Statement of the Company for the 1998 Annual Meeting of Shareholders.10b6.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to
Exhibit A to the Proxy Statement of the Company for the 1999 Annual Meeting of Shareholders.10b7.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to
Exhibit A to the Proxy Statement of the Company for the 2001 Annual Meeting of Shareholders.
 78




---



##### 



10b8.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to
Exhibit A to the Proxy Statement of the Company for the 2002 Annual Meeting of Shareholders.10b9.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to
Exhibit A to the Proxy Statement of the Company for the 2003 Annual Meeting of Shareholders.10b10.*
    
    MICROS Systems, Inc. 1991 Stock Option Plan as amended, is incorporated herein by reference to
Exhibit A to the Proxy Statement of the Company for the 2004 Annual Meeting of Shareholders.10c.
    
    Underwriting Agreement dated July 6, 1995 by and among MICROS Systems, Inc., Westinghouse
Electric Corporation, Westinghouse Holdings Corporation, J.P. Morgan Securities, Inc., Morgan
Stanley & Co. Incorporated and Smith Barney, Inc. is incorporated herein by reference to
Exhibit 10d to the Annual Report on Form 10-K of the Company for the Fiscal Year ended June
30, 1995.10d.*
    
    Employment Agreement dated June 1, 1995 between MICROS Systems, Inc. and A. L. Giannopoulos is
incorporated herein by reference to Exhibit 10e to the Annual Report on Form 10-K of the
Company for the Fiscal Year ended June 30, 1995.10e.*
    
    First Amendment to Employment Agreement dated February 6, 1997 between MICROS Systems, Inc.
and A. L. Giannopoulos is incorporated herein by reference to Exhibit 10 to the Quarterly
Report on Form 10-Q of the Company for the period ended December 31, 1996.10f.*
    
    Second Amendment to Employment Agreement dated February 1, 1998 between MICROS Systems, Inc.
and A. L. Giannopoulos is incorporated herein by reference to Exhibit 10 to the Quarterly
Report on Form 10-Q of the Company for the period ended December 31, 1997.10g.*
    
    Third Amendment to Employment Agreement dated September 8, 1999 between MICROS Systems, Inc.
and A. L. Giannopoulos is incorporated herein by reference to Exhibit 10g to the Annual Report
on Form 10-K of the Company for the Fiscal Year ended June 30, 1999.10h.*
    
    Fourth Amendment to Employment Agreement dated November 19, 2001 between MICROS Systems, Inc.
and A. L. Giannopoulos is incorporated herein by reference to Exhibit 10 to the Quarterly
Report on Form 10-Q of the Company for the period ended December 31, 2001.10i.*
    
    Fifth Amendment to Employment Agreement dated November 15, 2002 between MICROS Systems, Inc.
and A. L. Giannopoulos is incorporated herein by reference to Exhibit 10 to the Quarterly
Report on Form 10-Q of the Company for the period ended December 31, 2002.10j.*
    
    Sixth Amendment to Employment Agreement dated January 28, 2004 between MICROS Systems, Inc.
and A. L. Giannopoulos is incorporated herein by reference to Exhibit 10 to the Quarterly
Report on Form 10-Q of the Company for the period ended December 31, 2003.10k.*
    
    Seventh Amendment to Employment Agreement dated August 9, 2005 between MICROS Systems, Inc.
and A. L. Giannopoulos is incorporated herein by reference to Exhibit 10 to the Current Report
on Form 8-K filed on August 11, 2005.10l.*
    
    Consulting Agreement dated June 30, 1995 between MICROS Systems, Inc. and Louis M. Brown, Jr.
is incorporated herein by reference to Exhibit 10 to the Annual Report on Form 10-K of the
Company for the Fiscal Year ended June 30, 1995.10m.*
    
    First Amendment to Consulting Agreement dated February 1, 1999 between MICROS Systems, Inc.
and Louis M. Brown, Jr. is incorporated herein by reference to Exhibit 10 to the Quarterly
Report on Form 10-Q of the Company for the period ended December 31, 1998.
 79




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10n.*
    
    Second Amendment to Consulting Agreement dated April 26, 2001 between MICROS Systems, Inc. and
Louis M. Brown, Jr. is incorporated herein by reference to Exhibit 10 to the Quarterly Report
on Form 10-Q of the Company for the period ended March 31, 2001.10o.*
    
    Third Amendment to Consulting Agreement dated September 4, 2003 between MICROS Systems, Inc.
and Louis M. Brown, Jr. is incorporated herein by reference to Exhibit 10 to the Annual Report
on Form 10-K of the Company for the Fiscal Year ended June 30, 2003.10p.*
    
    Employment Agreement dated May 28, 1997 between MICROS Systems, Inc. and Gary C. Kaufman is
incorporated herein by reference to Exhibit 10 to the Annual Report on Form 10-K of the
Company for the Fiscal Year ended June 30, 1997.10q.*
    
    First Amendment to Employment Agreement dated October 1, 1998 between MICROS Systems, Inc. and
Gary C. Kaufman is incorporated herein by reference to Exhibit 10 to the Quarterly Report on
Form 10-Q of the Company for the period ended December 31, 1998.10r.*
    
    Employment Agreement dated May 28, 1997 between MICROS Systems, Inc. and Thomas L. Patz is
incorporated herein by reference to Exhibit 10 to the Annual Report on Form 10-K of the
Company for the Fiscal Year ended June 30, 1997 (see 10p above, as text is identical).10s.*
    
    First Amendment to Employment Agreement dated October 1, 1998 between MICROS Systems, Inc. and
Thomas L. Patz is incorporated herein by reference to Exhibit 10 to the Quarterly Report on
Form 10-Q of the Company for the period ended December 31, 1998 (see 10q above, as text is
identical).10t.
    
    Credit Agreement, dated as of July 17, 2003, among MICROS Systems, Inc., DV Technology
Holdings Corporation, Datavantage Corporation, MICROS-Fidelio Nevada, LLC, MSI Delaware, LLC,
MICROS-Fidelio Southwest, Inc., and MICROS-Fidelio Worldwide, Inc. (Borrowers), and Bank of
America, N.A., Wachovia Bank, National Association and US Bank (Lenders) is incorporated
herein by reference to Exhibit 10 to the Quarterly Report on Form 10-Q of the Company for the
period ended September 30, 2003.10u.
    
    Credit Agreement, dated as of July 17, 2003, among MICROS-Fidelio (Ireland) Ltd.,
MICROS-Fidelio Systems (UK) Ltd., MICROS-Fidelio España S.L., Merchants Information Solutions,
Ltd., MICROS-Fidelio Brazil, Ltda., MICROS-Fidelio France S.A.S., Hospitality Technologies,
S.A., MICROS-Fidelio Mexico S.A. De C.V., MICROS Systems Holding GmbH, MICROS-Fidelio Software
Deutschland GmbH, Indatec GmbH & Co. Kg., MICROS-Fidelio Software GmbH & Co. Kg.,
MICROS-Fidelio Software Portugal Unipessoal Lda, MICROS-Fidelio (Thailand) Co., Ltd.,
MICROS-Fidelio Singapore Pte Ltd., MICROS-Fidelio Software (Philippines), Inc., MICROS-Fidelio
Japan Ltd., MICROS-Fidelio Australia Pty. Ltd., MICROS-Fidelio Hong Kong, Ltd., Fidelio Nordic
Norway A/S, Fidelio Nordic Oy, Fidelio Nordic Sverige, A.B., and Hotelbk, A.B., and Bank of
America, N.A., Wachovia Bank, National Association and US Bank (Lenders) is incorporated
herein by reference to Exhibit 10 to the Quarterly Report on Form 10-Q of the Company for the
period ended September 30, 2003.10v.
    
    Security Agreement, dated as of July 17, 2003, by and among MICROS Systems, Inc., DV
Technology Holdings Corporation, Datavantage Corporation, MICROS-Fidelio Nevada, LLC, MSI
Delaware, LLC, MICROS-Fidelio Southwest, Inc., MICROS-Fidelio Worldwide, Inc. (Borrowers) and
Bank of America, N.A., Wachovia Bank, National Association And US Bank (Lenders) is
incorporated herein by reference to Exhibit 10 to the Quarterly Report on Form 10-Q of the
Company for the period ended September 30, 2003.10w.*
    
    Supplemental Executive Retirement Plan effective August 25, 2005, the final for,m of which was
approved by the Board of Directors on November 19, 2004, is incorporated herein by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed on November 19, 2005.
 80




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##### 



10x
    
    Amended and restated Credit Agreement, effective as of July 29, 2005, among MICROS Systems,
Inc., DV Technology Holdings Corporation, Datavantage Corporation, Micros Fidelio Nevada, LLC,
Msi Delaware, LLC, Micros-Fidelio Worldwide, Inc., and Jtech Communications, Inc. as Borrower,
Bank of America, N.A., as administrative agent, swing line lender and L/C issuer, and Wachovia
Bank, N.A., and US Bank, N.A., and Banc of America Securities LLC, as sole lead arranger and
book manager (filed herewith).10y
    
    Amended and restated Credit Agreement, effective as of July 29, 2005, among Micros-Fidelio
(Ireland) Ltd., Micros-Fidelio Systems (UK) Ltd., Micros-Fidelio España S.L., Micros Fidelio
(Canada), Ltd., Micros-Fidelio Brazil, Ltda., Micros-Fidelio France S.A.S., Hospitality
Technologies, S.A., Micros-Fidelio Mexico S.A. de C.V., Micros Systems Holding GmbH,
Micros-Fidelio GmbH, Micros-Fidelio Software Portugal Unipessoal Lda, Micros-Fidelio
(Thailand) Co., Ltd., Micros-Fidelio Singapore Pte Ltd., Micros-Fidelio Software
(Philippines), Inc., Micros-Fidelio Japan Ltd., Micros-Fidelio Australia Pty. Ltd.,
Micros-Fidelio Hong Kong, Ltd., Fidelio Nordic Norway A/S, Fidelio Nordic Oy, Fidelio Nordic
Sverige, A.B., Hotelbk, A.B., as Borrower, Bank of America, N.A., as administrative agent,
swing line lender, and
L/C issuer, and Wachovia Bank N.A. and US Bank N.A., and Banc of America Securities LLC,
as sole lead arranger and book manager (filed herewith).14.
    
    Code of Ethics and Business Practices is incorporated herein by reference to Exhibit 14 to the
Annual Report on Form 10-K of the Company for the Fiscal Year ended June 30, 2004.21.
    
    Subsidiaries of the Company (filed herewith)23.
    
    Consent of Independent Registered Public Accounting Firm (filed herewith)31.
    
    Certifications (filed herewith)32.
    
    Section 1350 Certifications (furnished herewith)**
 
 *
    
    Management contract or compensatory plan or arrangement.**
    
    These certifications are being furnished solely to accompany the Annual Report on Form 10-K
pursuant to 18 U.S.C. Section. 1350, and are not being filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and are not to be incorporated by reference into any
filing of the Company, whether made before or after the date hereof, regardless of any general
incorporation language in such filing. 81