FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended August 31, 1995
----------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
---------------------- -----------------------
Commission file number 1-10658
-------------------------------------------------------
Micron Technology, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-1618004
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8000 S. Federal Way, P.O. Box 6, Boise, Idaho 83707-0006
--------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (208) 368-4000
---------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, par value $.10 per share New York Stock Exchange
- -------------------------------------- -----------------------------------------
Securities registered pursuant to Section 12(g) of the Act:
None
-----------------------------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.[ ]
The aggregate market value of the voting stock held by nonaffiliates of
the registrant, based upon the closing price of such stock on August 31, 1995,
as reported by the New York Stock Exchange, was approximately $11.1 billion.
Shares of Common Stock held by each officer and director and by each person
who owns 5% or more of the outstanding Common Stock have been excluded in
that such persons may be deemed to be affiliates. This determination of
affiliate status is not necessarily a conclusive determination for other
purposes.
The number of outstanding shares of the registrant's Common Stock on
August 31, 1995 was 206,437,704.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for registrant's 1995 Annual Meeting of
Shareholders to be held on January 29, 1996, are incorporated by reference to
Part III of this Annual Report on Form 10-K.
<PAGE>
PART I
Item 1. Business
General
Micron Technology, Inc. ("MTI") and its subsidiaries (hereinafter
referred to collectively as "Micron" or the "Company") principally
design, develop, manufacture and market semiconductor memory products,
personal computers ("PCs") and custom complex printed circuit board
assemblies. During fiscal 1995, the Company consolidated the
operations of Micron Semiconductor, Inc. and Micron Systems Integration,
Inc., into MTI. In addition, two other MTI subsidiaries, Micron
Computer, Inc., and Micron Custom Manufacturing Services Inc., were
merged on April 7, 1995, with and into ZEOS International, Ltd.,
a personal computer manufacturer. The newly merged company was
renamed Micron Electronics, Inc. ("MEI"), and is a majority owned
subsidiary of MTI.
Micron's semiconductor operations focus on the design, manufacture,
and marketing of semiconductor memory components primarily for use in
computers. The Company's primary semiconductor products are Dynamic
Random Access Memories ("DRAMs") and Static RAMs ("SRAMs"). The
Company also manufactures and markets semiconductor testing equipment,
including AMBYX(Registered Trademark) Intelligent Test and Burn-in systems,
and high through-put device loading and unloading equipment. Micron Europe
Limited and Micron Semiconductor Asia Pacific Pte., Ltd., wholly-owned
subsidiaries of MTI, provide sales services in Europe and Asia
Pacific. Additional MTI subsidiaries include Micron Communications,
Inc., which designs and develops radio frequency identification
systems; Micron Construction, Inc., which provides construction
management and general contractor services for facility owners and
developers; Micron Display Technology, Inc., which designs and
develops new technologies relating to field emission flat panel
displays; and Micron Quantum Devices, Inc., which designs and develops
non-volatile semiconductor memory devices.
MEI's operations focus on the Company's PC, contract manufacturing,
and component recovery operations. MEI's PC operations design,
develop, market, manufacture and support two brand names of PC systems
and related hardware incorporating third party operating systems and
application software. MEI's contract manufacturing operation provides
a full range of turnkey manufacturing services, including the assembly
and test of complex printed circuit boards and memory modules, design
layout and product engineering, materials procurement, inventory
management, quality assurance and just-in-time delivery.
MTI was incorporated in Idaho in 1978 and reincorporated in Delaware
in 1984. The Company's executive offices and principal manufacturing
operations are located at 8000 South Federal Way, P.O. Box 6, Boise,
Idaho, 83707-0006 and its telephone number is (208) 368-4000.
Products
The Company's principal product categories are semiconductor memory
products, including DRAMs and SRAMs, PC systems, and contract
manufactured board level products.
Semiconductor Memory Products
The Company's semiconductor manufacturing operations focus primarily
on the design, development, and manufacture of semiconductor memory
products for standard and custom memory applications, with various
packaging and configuration options, architectures, and performance
characteristics.
Dynamic Random Access Memory DRAMs are semiconductor devices which
store digital information in the form of bits and provide high speed
storage and retrieval of data. The Company is developing its 64 Meg
DRAM and is in the design phase for its 256 Meg DRAM. DRAM sales
represented approximately 68%, 73% and 70% of the Company's total net
sales in fiscal 1995, 1994, and 1993, respectively. Manufacture of
the Company's DRAM products utilizes proprietary advanced
complimentary metal-oxide-semiconductor ("CMOS") silicon-gate process
technology. DRAMs are the highest density, lowest cost per bit random
access memory components available, and are the most widely used
semiconductor memory components in most PC systems. Demand for the
Company's products has recently benefited from strong market
conditions for PC systems and increased utilization of more powerful
microprocessors, more memory-intensive software applications and
enhanced system architectures. The Company's primary product during
fiscal 1995 was the 4 Meg DRAM which sells in multiple configurations,
speeds, and package types. The Company is limiting its production of
16 Meg DRAMs in order to maximize production of the 4 Meg DRAM which
currently is the Company's most profitable memory product.
<PAGE>
The Company believes the market transition to the 16 Meg DRAM as the
primary DRAM product will be largely driven by the timing of increases
in demand for main memory in PC systems and by the increasing market
availability of the 1 Meg x 16 configuration of the 16 Meg DRAM.
Currently, most PC systems are sold with between 8 and 12 megabytes of
main memory. Such system requirements can be satisfied with memory
modules comprised of either 1 Meg x 4 (4 Meg) DRAMs or 1 Meg x 16 (16
Meg) DRAMs. The present limited market availability of the 1 Meg x 16
configuration of the 16 Meg DRAM has made the 1 Meg x 4 DRAM module a
more cost-effective solution and has resulted in continued demand for
the 4 Meg DRAM. When typical PC system requirements exceed 16
megabytes, memory modules can no longer cost-effectively incorporate 4
Meg DRAMs. Either increasing availability of the 1 Meg x 16
configuration of the 16 Meg DRAM or PC main memory requirements
increasing to in excess of 16 megabytes will likely cause an industry
transition to the 16 Meg DRAM as its primary product.
Static Random Access Memory SRAMs are semiconductor devices which
perform memory functions much the same as DRAMs; however, unlike
DRAMs, SRAMs do not require their memory cells to be electronically
refreshed which generally simplifies application system designs.
SRAMs contain more complex electronic circuitry than DRAMs, and
consequently have higher per bit production costs. The Company's SRAM
family focuses on the high-performance, or "Very Fast", sector of the
SRAM market which requires very high speed access to memory. Very
Fast SRAMs provide access times approximately five times faster than
that of DRAMs. The market for Very Fast SRAMs has grown with the
number of applications that require a "buffer" or "cache" of high
speed memory between the central processing unit and the main DRAM-
based memory. The Company manufactures its current SRAM products
utilizing CMOS silicon-gate process technology. The Company currently
sells primarily synchronous 256K, and 1 Meg SRAMs in a variety of
configurations, speeds, and package types, and has 4 Meg and 16 Meg
SRAMs under development. SRAM sales represented 6%, 8%, and 14% of
the Company's total net sales in fiscal 1995, 1994, and 1993,
respectively.
Personal Computer Systems
The Company develops, markets, manufactures and supports a broad line
of memory intensive, high performance PC systems under the Micron and
ZEOS brand names. The Company's PC product line includes: the Micron
Millennia, targeted for high-end business users; the Micron
PowerStation, targeted for general business users; the Micron Home
MPC, targeted for home office and general consumers; the Micron
PowerServer, a business network server; the ZEOS Pantera, targeted for
mainstream business; and the ZEOS Meridian, a portable notebook.
The Company continues to evaluate the marketing strategy for its
products to take advantage of both Micron and ZEOS brand names. Until
the Company's PC product line strategies are fully implemented,
including coordination of marketing strategies, the sharing of
research and development efforts, and the coordination and potential
integration of overall product lines. While it is not yet known
whether the Company will undertake any such potential actions, any
such action would involve a number of significant risks, could result
in the recognition of unanticipated expenses and could otherwise have
a material adverse effect on the Company's net sales.
Revenue from the sale of PC systems, excluding the value of the
Company's memory components contained therein, represented
approximately 15%, 5% and 2% of the Company's total net sales in
fiscal 1995, 1994, and 1993, respectively.
ZEOS(Registered Trademark) is a registered trademark and
Micron(Trademark), Millennia(Trademark), PowerStation(Trademark),
HomeMPC(Trademark), PowerServer(Trademark), Pantera(Trademark) and
Meridian(Trademark) are trademarks of the Company.
Contract Manufacturing
The Company's contract manufacturing operations consist of assembling
and testing complex printed circuit boards and memory modules and "box
build" final product assembly services. In addition to assembly and
test, the Company offers a full range of turnkey manufacturing
services, including design lay-out and product engineering, materials
procurement, inventory management, quality assurance and just-in-time
delivery.
Revenue from contract manufacturing operations, excluding the value
of the Company's memory components contained therein, represented
approximately 3%, 3% and 2% of the Company's total net sales in fiscal
1995, 1994 and 1993, respectively.
<PAGE>
Manufacturing
Semiconductor Memory Products
Semiconductor memory manufacturing cost per unit is primarily a
function of die size (since the potential number of good die per wafer
increases with reduced die size), number of mask layers, and the yield
of acceptable die produced on each wafer. Other contributing factors
are wafer size, number of fabrication steps, costs and sophistication
of the manufacturing equipment, package type, equipment up time,
process complexity and cleanliness. The manufacture of the Company's
semiconductor products is a complex process and involves a number of
precise steps, including wafer fabrication, assembly, burn-in and
final test. Efficient production of the Company's semiconductor
memory products requires utilization of advanced semiconductor
manufacturing techniques. The Company is engaged in ongoing efforts
to enhance its production processes to reduce the die size of existing
products and increase capacity utilization. Smaller die sizes and
higher production yields generally reduce manufacturing cost per part.
The Company's principal existing semiconductor manufacturing facility
in Boise, Idaho, includes two wafer fabrication lines equipped with
diffusion tubes, photolithography systems, ion implant equipment,
chemical vapor deposition reactors, sputtering systems, plasma and wet
etchers and automated mask inspection systems. The production
facility operates in 12-hour shifts, 24 hours per day, and 7 days per
week to reduce down time during shift changes, and to reduce
fabrication costs further through maximum utilization of fabrication
facilities. Wafer fabrication occurs in a highly controlled, clean
environment to minimize dust and other yield- and quality-limiting
contaminants. Notwithstanding the highly controlled manufacturing
operation, equipment does not consistently perform flawlessly and
minute impurities, defects in the photomasks, or other difficulties in
the process may cause a substantial percentage of the wafers to be
rejected or individual circuits to be nonfunctional. The success of
the Company's manufacturing operation will be largely dependent on its
ability to minimize such impurities and to maximize its yield of
acceptable, high-quality circuits. In this regard, the Company
employs rigorous quality controls throughout the manufacturing,
screening, and testing processes.
After fabrication, each silicon wafer is separated into individual
die. Functional die are connected to external leads by extremely fine
wire and are assembled into plastic packages. Each completed package
is then inspected, sealed, and tested. The assembly process uses high
speed automatic systems such as wire bonders, as well as semi-
automatic plastic encapsulation and solder systems. The Company tests
its products at various stages in the manufacturing process, performs
high temperature burn-in on finished products, and conducts numerous
quality control inspections throughout the entire production flow. In
addition, through the utilization of its proprietary AMBYX(Registered
Trademark) line of intelligent test and burn-in systems, the Company
simultaneously conducts circuit testing of all die during the burn-in
process, thereby providing improved quality and reliability data and
reduced time and cost of testing.
The Company is in the process of converting its two 6-inch wafer
fabrication lines to 8-inch processing capabilities. Substantial
conversion of Fab III to 8-inch wafer processing capabilities is
targeted for the end of calendar 1995 and the Fab I/II conversion is
targeted for calendar 1996. To date only a limited number of 8-inch
wafers have been processed. Significant capital expenditures are
required for the 8-inch conversion. There can be no assurance that
the conversion can be accomplished without disruption of production.
The Company has begun construction of a manufacturing facility in
Lehi, Utah, that will include 8-inch wafer fabrication, assembly and
test operations. The approximate 2 million square foot facility is
planned to have approximately two-thirds the manufacturing capacity of
the existing Boise site. The cost of the Utah facility is currently
estimated at approximately $2.5 billion and is targeted for initial
wafer production in late calendar 1996. Several other semiconductor
manufacturers are also adding significant manufacturing capacity. All
semiconductor manufacturers are dependent upon and compete for products
of a limited number of sophisticated equipment suppliers. The cyclical
nature of the industry often results in extended lead times for equipment
deliveries. There can be no assurance the Company will not encounter
delays in the currently planned expansion as a result of limited
availability of equipment.
Personal Computer Systems
The Company manufactures, sells, and supports its Micron brand name
systems from the Nampa facility and ZEOS brand name systems from the
Minneapolis facility. The Company's PC manufacturing process is
designed to provide custom-configured products to its customers, and
includes assembling components, loading software and performing
quality control tests on each system prior to shipment. The
Company's PC systems are assembled to customer specifications. Only
a limited number of the most popular PC system configurations are
manufactured in advance of customer orders. Parts and components
required for each customer order are selected from inventory and
are prepared for assembly into the customized PC system. While custom
<PAGE>
assembly is advantageous to the Company's PC customers, the Company is
unable to achieve the manufacturing efficiencies normally associated with
mass production of standardized products.
The Company's PC systems are subject to functionality and quality
testing during the assembly process. The Company's desktop PC systems
are assembled in production lines. The Company's notebook PC systems
are primarily assembled and tested by its suppliers prior to delivery
to the Company for custom configuration. Software programs are loaded
into the PC systems prior to a burn-in process during which they are
powered-up and certain diagnostic tests are performed. The Company's
notebook PC systems are assembled and tested by suppliers prior to
delivery to the Company. PCsystems are subject to final inspection
after which they are packaged and made available for shipment to
customers.
Contract Manufacturing
The Company's contract manufacturing operation consists of assembling
and testing complex printed circuit boards and memory modules. The
assembly of printed circuit boards involves the attachment of
electronic components, such as resistors, capacitors, diodes, logic
devices, RAM components and processors to printed circuit boards.
Nearly all assembly operations utilize surface mount technology whereby
the leads on integrated circuits and other electronic components are
soldered to the surface of the printed circuit board rather than inserted
into holes and soldered on the back side of the assembly. Automated
in-circuit and functionality tests are generally performed on all
printed circuit boards assembled.
Availability of Raw Materials
Semiconductor Memory Products
Raw materials utilized by the Company's semiconductor manufacturing
operation generally must meet exacting product specifications. The
Company generally uses multiple sources of supply, but the number of
suppliers capable of delivering certain raw materials is very limited.
The Company and many other semiconductor manufacturers are adding new
facilities or modifying existing facilities to process 8-inch wafers.
The availability of both 6-inch and 8-inch wafers for semiconductor
memory production is partially dependent on how readily wafer
suppliers can increase or create additional capacity to accommodate
the demand for 8-inch wafers without creating shortages in supply of 6-
inch wafers. The availability of other raw materials may decline due
to the overall increase in world-wide semiconductor manufacturing.
Although shortages have occurred from time to time and lead times in
the industry have been extended on occasion, the Company has not
experienced any significant difficulty in obtaining raw materials for
its semiconductor manufacturing operations to date. Interruption of
any one raw material source could adversely affect the Company's
operations.
Personal Computer Systems
The Company's PC operations rely on third-party suppliers for most of
its PC system components. The Company purchases substantially all of
its components and subassemblies from suppliers on a purchase order
basis and generally does not maintain long-term supply arrangements
with its suppliers. Although the Company attempts to use standard
components and subassemblies available from multiple suppliers,
certain of its components and subassemblies are available only from
sole suppliers. Microprocessors used in the Company's PC systems are
supplied exclusively by Intel. Substantially all of the RAM
components used in the Company's PC systems are supplied internally
from the Company's semiconductor manufacturing operation. In
addition, the Meridian line of ZEOS notebook computers is currently
obtained from a single third party manufacturer. Although most other
components and subassemblies used by the Company are currently
available from multiple sources, the Company has from time to time
experienced shortages in the components and subassemblies used to
produce its PC systems. Any supply interruption for any of the
components and subassemblies currently obtained from a single source
could result in production delays and adversely affect the Company's
PC operations.
Contract Manufacturing
The Company uses numerous suppliers for electronic components and
materials, including RAM, in its contract manufacturing operations.
Shortages of certain types of electronic components have occurred in
the past and may occur in the future. Component shortages or price
fluctuations could have an adverse effect on the Company's contract
manufacturing operations.
<PAGE>
Marketing and Customers
Export sales totaled approximately $754 million for fiscal 1995,
including approximately $285 million to Europe and $274 million to
Asia Pacific. Export sales approximated $471 million and $251 million
for fiscal 1994 and 1993, respectively. Export sales are made
primarily in United States currency. The Company incurs import duties
on sales into Europe of up to 14% of the product value. The Company
has sales offices in the United Kingdom, Germany, Singapore, and
Taiwan.
Semiconductor Memory Products
The semiconductor memory industry is characterized by rapid
technological change, relatively short product life cycles,
frequent product introductions and enhancements, difficult product
transitions, and volatile market conditions. These circumstances
historically have made the semiconductor industry, and the DRAM market
in particular, highly cyclical.
The Company's primary semiconductor memory products are essentially
interchangeable with, and have similar functionality to, products
offered by the Company's competition. Customers for the Company's
semiconductor memory products include major domestic computer
manufacturers and others in the computer, telecommunications, and
office automation industries. The Company markets its semiconductor
memory products world-wide through independent sales representatives,
distributors, and its own direct sales force. Sales representatives
serve on a commission basis and obtain orders subject to final
acceptance by the Company. Shipments against these orders are made
directly to the customer by the Company. Distributors carry the
Company's products in inventory and typically sell a variety of other
semiconductor products, including competitors' products.
Semiconductor memory products sold through distributors approximated
10%, 12% and 16% of total net sales of such products in fiscal 1995,
1994, and 1993, respectively.
Many of Micron's customers require a thorough review or
"qualification" of new semiconductor memory products and processes
which may take several months. As the Company diversifies its product
lines and reduces the die sizes of existing memory products,
acceptance of these products and processes may be hampered by this
qualification procedure. There can be no assurance that new products
or processes will be qualified for purchase by existing or potential
customers.
The Company's sales of semiconductor memory products to Compaq
Computer Corporation and Intel Corporation each represented
approximately 11% of the Company's sales of semiconductor memory
products in fiscal 1995. Compaq Computer Corporation represented
approximately 13% and 11% of the Company's sales of semiconductor
memory products for fiscal 1994 and 1993, respectively. No other
customer individually accounted for 10% or more of the Company's net
sales of semiconductor memory products.
Personal Computer Systems
Micron markets its PC systems directly to customers including
business, educational institutions, government agencies, and the
general public, primarily by strategically placing advertisements in
personal computer trade publications. The Company's PC products
compete with products from other PC manufacturers to win computer
trade magazine awards. The receipt of numerous such awards has
resulted in enhanced brand name recognition for the Company's PC
systems. In the event the Company's PC systems are unsuccessful in
receiving similar awards in the future, customer interest in the
Company's PC systems could decline materially.
Contract Manufacturing
The Company markets its contract manufacturing services through a
direct sales force that works with independent sales
representatives and, to a lesser extent, original equipment
manufacturers. Board-level products are also marketed directly to the
Company's existing DRAM and SRAM component customers.
Backlog
Semiconductor Memory Products
The Company primarily manufactures and markets standard memory
products. The rate of booking new orders varies from month to month
and depends upon the ordering practices of individual customers.
Cyclical industry conditions make it difficult for many customers to
enter into long-term, fixed-price contracts. Orders for the Company's
semiconductor memory products are typically accepted with acknowledgment
that the terms may be adjusted to reflect market conditions at the
delivery date. For the foregoing reasons, and because of the possibility
of customer changes in delivery schedules or cancellation of orders with-
<PAGE>
out significant penalty, the Company does not believe that its backlog of
semiconductor memory products as of any particular date is firm or a
reliable indicator of actual sales for any succeeding period.
Personal Computer Systems
Levels of unfilled orders for PC systems fluctuate depending upon to
unexpected demand for certain products or production delays.
Customers frequently change delivery schedules and orders depending on
market conditions and other reasons. Unfilled orders can be, and
often are, canceled. As of August 31, 1995, the Company had unfilled
orders for PC systems of approximately $46.3 million as compared to
unfilled orders of $24.3 million as of September 1, 1994. The Company
anticipates that substantially all of the unfilled orders as of August
31, 1995, other than canceled orders, will be shipped within 30 days.
Because customers may cancel or reschedule orders for PC systems
without penalty, the Company does not believe that unfilled orders for
PC systems are a meaningful indicator for future sales.
Contract Manufacturing
Backlog for the Company's contract manufacturing operation as of
August 31, 1995, and September 1, 1994, was approximately $95.0
million and $22.3 million, respectively. Backlog generally consists
of purchase orders believed to be firm and are expected to be filled
within the next three months. Because of variations in the timing of
orders, delivery intervals, customer and product mix and delivery
schedules, the Company's backlog of contract manufacturing products as
of any particular date may not be representative of actual sales for
any succeeding period.
Product Warranty
Consistent with semiconductor memory industry practice, Micron
generally provides a limited warranty that its semiconductor memory
and contract manufactured products are in compliance with
specifications existing at the time of delivery. Liability for a
stated warranty period is usually limited to replacement of defective
items or return of amounts paid. Micron provides a 30-day money back
guarantee on sales of its PC systems. PC systems are generally
provided with a one-year limited warranty from the delivery date that
covers repairs or replacement for defects in either workmanship or
components. All other warranties are typically disclaimed.
Competition
Semiconductor Memory Products
The Company's semiconductor memory operations experience intense
competition from a number of substantially larger foreign and domestic
companies, including Fujitsu, Ltd., Lucky Goldstar, Hitachi, Ltd.,
Hyundai Electronics, Co., Ltd., Mitsubishi Electric Corp., Motorola, Inc.,
NEC Corp., Samsung Semiconductor, Inc., Texas Instruments, Inc., and
Toshiba Corporation. Micron has captured only a small percentage of the
semiconductor memory market and may be at a disadvantage in competing
against these larger manufacturers with significantly greater capital
resources or manufacturing capacities, larger engineer and employee bases,
larger portfolios of intellectual property, and more diverse product lines.
The Company's larger competitors may also have long-term advantages
over Micron in research and new product development and in their
ability to withstand periodic downturns in the semiconductor market.
In addition, the Company believes its competition has sufficient
resources and manufacturing capacity to influence market pricing.
The SRAM overall market size is considerably smaller than the DRAM
market and is more susceptible to a number of competitors increasing
supply, and thereby influencing market pricing for SRAM products.
As has previously occurred in reaction to increased market demand,
the Company and many of its competitors are adding new wafer
fabrication facilities. Most new wafer fabrication facilities are
designed to process 8-inch wafers, which have approximately 84%
greater usable surface area than 6-inch wafers. Excess supply
resulting from increased world-wide semiconductor manufacturing
capacity, improved manufacturing yields, changes in demand for
semiconductor memory, and currency fluctuations resulting in a
strengthening dollar against the yen, could result in downward pricing
pressure. A decline in the current favorable product pricing would
have a material adverse effect on the Company's results of operations.
<PAGE>
Personal Computer Systems
The PC industry is highly competitive and has been characterized by
intense pricing pressure, rapid technological advances in hardware and
software, frequent introduction of new products, and low gross
margins. Competitive factors include price, performance, variety of
products offered, availability of peripherals and software, marketing
and sales capabilities, service, and support. There can be no
assurance the Company will compete successfully in the future with
respect to these factors.
The Company's PC operations compete with a number of PC manufacturers
which sell their products primarily through direct marketing channels,
including Dell Computer Corporation and Gateway 2000, Inc. The
Company also competes with PC manufacturers including IBM Corporation,
Compaq Computer Corporation, Packard Bell Electronics, Inc., and Apple
Computer, Inc., which have traditionally sold their products through
national and regional distributors, dealers, value-added resellers,
retail stores, and the PC manufacturers' direct sales forces. Many
competitors have substantially greater financial, marketing,
manufacturing, and technological resources devoted to PC operations
than the Company and also have greater purchasing power, broader
product lines, and larger installed customer bases, and greater brand
name recognition. In addition, the Company competes with smaller PC
manufacturers in local markets primarily on the basis of price.
Contract Manufacturing
The Company's contract manufacturing operation competes with numerous
domestic and offshore contract manufacturers, including a significant
number regional companies. In addition, the Company competes against
in-house manufacturing capabilities of certain of its existing
customers as well as with certain large computer manufacturers,
including IBM and its subsidiaries, which also offer third party
contract manufacturing services. The Company's contract manufacturing
competitors include Avex Electronics, Inc., Benchmark Electronics,
Inc., DOVAtron, International, Inc., Flextronics International, Group
Technologies Corporation, Jabil Circuits, Inc., SCI Systems, Inc., and
Solectron Corporation. Many of the Company's contract manufacturing
competitors have substantially greater manufacturing, financial, and
marketing resources devoted to contract operations than the Company.
Many of the Company's contract manufacturing customers also have
manufacturing relationships with one or more of the Company's
competitors.
The Company believes that the significant competitive factors in
contract manufacturing are technology, quality, service, price,
location, and the ability to offer flexible delivery schedules and
deliver finished products on a timely basis in accordance with
customers' expectations. The Company may be at a disadvantage as to
price when compared to contract manufacturers with substantial
offshore facilities or substantially larger domestic facilities.
There can be no assurance that the Company will compete successfully
in the future with regard to these factors.
Research and Development
Rapid technological change and intense price competition place a
premium on both new product and new process development efforts. The
Company's continued ability to compete in the semiconductor memory
market will depend in part on its ability to continue to develop
technologically advanced products and processes, of which there can be
no assurance. Research and development is being performed in
strategic areas related to the Company's historical semiconductor
expertise. Total research and development expenditures for the
Company were $129 million, $83 million, and $57 million in fiscal
1995, 1994, and 1993, respectively.
Research and development expenses vary primarily with the number of
wafers and personnel dedicated to new product and process development.
The Company's research and development efforts are currently focused
principally on further development of shrink versions of the 16 Meg
and 4 Meg DRAMs. Although the Company's 16 Meg DRAM product has been
transferred into production, it is not currently being produced in
significant volume pending the shift in customer demand from the 4 Meg
DRAM. Other research and development efforts have been devoted to
design and development of the 64 Meg and 256 Meg DRAMs and design and
development of new technologies including radio frequency
identification systems, non-volatile semiconductor memory products,
and field emission flat panel displays.
The Company has entered into various research and development cost-
sharing contracts with the Advanced Research Projects Agency ("ARPA")
aggregating approximately $20 million to pursue development of a flat
panel field emission display, alternative semiconductor materials and
high density ferroelectric memory.
<PAGE>
Patents and Licenses
As of August 31, 1995, the Company owned approximately 470 United
States patents and 270 non-U.S. patents relating to the use of its
products and processes. In addition, the Company has numerous United
States and foreign patent applications pending. There can be no
assurance that patents will be issued for such applications or that
any patents, if issued, will be determined to be valid. The Company
intends to continue to seek patent protection on its significant
patentable technology.
The Company has entered into several cross-license agreements with
third parties. The agreements typically require one-time and/or
periodic royalty payments and expire at various times. One-time
payments are typically capitalized and amortized over the shorter of
the estimated useful life of the technology, the patent term, or the
term of the agreement. Royalty and other product and process
technology expenses were $203 million, $128 million, and $78 million
in fiscal 1995, 1994, and 1993, respectively. It may be necessary or
advantageous for the Company to obtain additional patent licenses or
to renew existing license agreements, some of which expire in calendar
1995, including an agreement with IBM. The Company is unable to
predict whether these license agreements can be obtained or renewed on
terms acceptable to the Company. Failure to renew such licenses could
result in litigation and the attendant cost and diversion of resources
associated therewith and could also result in material changes in the
Company's production processes or products. An adverse decision on
any such litigation or such material changes could have a material
adverse effect on the Company's financial position or results of
operations.
Periodically, the Company is made aware that technology used by the
Company in the manufacture of some or all of its products may infringe
on product and process technology rights held by others. An adverse
decision on infringement of patents may have a material adverse effect
on the Company's financial position or results of operations and may
require material changes in production processes or products. For
additional discussion of product and process technology issues, see
"Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations - Certain Factors" and "Item 8. Financial
Statements and Supplementary Data - Notes to Consolidated Financial
Statements - Contingencies".
Employees
As of August 31, 1995, Micron had 8,080 full-time employees,
including approximately 5,900 in the semiconductor memory
manufacturing operation, 1,400 in the PC operation and 570 in the
contract manufacturing operation. Employment levels can vary
depending on market conditions and the level of utilization of the
Company's production, research and product and process development,
and administrative support activities. Many of the Company's
employees are highly-skilled and the Company's continued success will
depend in part upon its ability to retain such employees. None of the
Company's employees are represented by a labor organization, the
Company has never had a work stoppage as a result of labor issues, and
the Company considers relations with employees to be satisfactory.
The Company has hired a significant number of employees in recent
years, particularly in and around the Boise, Idaho area. In addition,
the Company is pursuing a significant expansion of its semiconductor
manufacturing operations in Lehi, Utah, that is anticipated to employ
3,500 full-time employees. The Company may experience difficulties in
locating and hiring qualified employees at a rate sufficient to
accommodate the Company's current rate of expansion.
Environmental Compliance
Government regulations impose various environmental controls on the
discharge of chemicals and gasses used in the Company's manufacturing
processes. The Company believes that its activities conform to
present environmental regulations. While the Company has not
experienced any materially adverse effects on its operations from
government regulations, there can be no assurance that changes in such
regulations will not impose the need for additional capital equipment
or other compliance requirements. Additionally, the extensive process
required to obtain permits for expansion of the Company's facilities
may impact how quickly the Company can respond to increases in market
demand.
<PAGE>
Executive Officers of the Registrant
The executive officers of the Company and their ages as of August 31,
1995 are as follows:
<TABLE>
<CAPTION>
Name Position Age Officer Since
- --------------------- ------------------------------------ --- -------------
<S> <C> <C> <C>
Steven R. Appleton Chief Executive Officer, President 35 1989
and Chairman of the Board of
Directors
Tyler A. Lowrey Chief Technical Officer and Vice 42 1986
Chairman of the Board of Directors
Wilbur G. Stover, Jr. Chief Financial Officer, Vice 42 1992
President, Finance, Corporate
Secretary and Director
Edward J. Heitzeberg Vice President, DRAM Design and 49 1986
Product Engineering
Thomas M. Trent Vice President, Computer Aided Design 49 1986
Robert M. Donnelly Vice President, SRAM Design and 56 1989
Product Engineering
Kipp A. Bedard Vice President, Corporate Affairs 36 1990
Eugene H. Cloud Vice President, Marketing 53 1990
Donald D. Baldwin Vice President, Sales 35 1991
Nancy M. Self Vice President, Administration 41 1993
W. Bryan Farney Vice President, Legal Affairs and 35 1995
General Counsel
</TABLE>
<PAGE>
Background of Executive Officers
Steven R. Appleton joined Micron Technology, Inc., in February 1983
and served in various manufacturing management positions until April
1988 when he was named Director of Manufacturing. He was appointed
Vice President, Manufacturing in August 1989 and served in that
position until April 1991 when he was appointed President and Chief
Operating Officer of Micron Technology, Inc. He was elected to the
Board of Directors in April 1991. Mr. Appleton served in these
positions until July 1992, when he assumed responsibilities as
Chairman of the Board, President, and Chief Executive Officer for
Micron Semiconductor, Inc. In May 1994, Mr. Appleton was re-elected to
the Board of Directors of Micron Technology, Inc. In September 1994,
Mr. Appleton was named Chairman, Chief Executive Officer, and
President for Micron Technology, Inc.
Tyler A. Lowrey joined Micron Technology, Inc., in July 1984 as a
senior process engineer. In March 1986, he became a Process Research
and Development/Device Group Manager and was promoted to Vice
President, Process Research and Development, and Assistant Technical
Officer in September 1986. In April 1990, he was named Vice President,
Research and Development. Mr. Lowrey was appointed to the Board of
Directors of Micron Technology, Inc., in August 1990. Mr. Lowrey
served in these positions until July 1992, when he was elected to the
Board of Directors of Micron Semiconductor, Inc. and named that
company's Vice President, Chief Technical Officer. In September 1994,
Mr. Lowrey was re-elected to the Board of Directors of Micron
Technology, Inc. and named Vice Chairman and Chief Technical Officer
for Micron Technology, Inc.
Wilbur G. Stover, Jr. joined Micron Technology, Inc., in June
1989 as an accounting manager. In February 1990, Mr. Stover was named
Controller where he served until July 1992 when he was named Vice
President, Finance, and Chief Financial Officer of Micron
Semiconductor, Inc. Mr. Stover served in this position until
September 1994, when he was named Chief Financial Officer, Vice
President Finance, and Treasurer for Micron Technology, Inc. He was
elected to the Board of Directors in October 1994. In November 1994,
he was named Chief Financial Officer, and Vice President, Finance and
served in that position until April 1995, when he was named Chief
Financial Officer, Vice President, Finance, and Corporate Secretary.
Edward J. Heitzeberg joined Micron Technology, Inc., in January 1984
as Information Systems Manager. In March 1986, he became Senior Staff
Engineer and served in that capacity until June 1986, when he was
named Vice President, Quality. Mr. Heitzeberg served in this position
until July 1992, when he was named Vice President, Quality for Micron
Semiconductor, Inc. In November 1994, Mr. Heitzeberg was named Vice
President, Quality for Micron Technology, Inc. In October 1995, Mr.
Heitzeberg was named Vice President, DRAM Design and Product
Engineering.
Thomas M. Trent joined Micron Technology, Inc., in July 1980 as a
senior design engineer. From August 1986 to April 1990, Mr. Trent
served as Vice President, Research and Development, and Chief
Technical Officer, at which time he was named Vice President and
Manager of DRAM Design. In June 1991, he assumed responsibilities of
all DRAM products and was named Vice President and Manager of DRAM
Products Group. Mr. Trent served in these positions until July 1992,
when he was named Vice President, DRAM Products Group for Micron
Semiconductor, Inc. In April 1993, he was named Vice President for
Micron Semiconductor, Inc. In November 1994, Mr. Trent was named Vice
President for Micron Technology, Inc. In October 1995, Mr. Trent was
named Vice President, Computer Aided Design.
Robert M. Donnelly joined Micron Technology, Inc., in September 1988
and served in various manufacturing management positions until August
1989, at which time he was appointed Vice President, Business Units.
From April 1990 to June 1991, Mr. Donnelly served as Vice President
and Manager of DRAM Products Group. In June 1991, he was named Vice
President and Manager of SRAM Products Group. Mr. Donnelly served in
this position until July 1992, when he was named Vice President, SRAM
Products Group for Micron Semiconductor, Inc. In November 1994, Mr.
Donnelly was named Vice President SRAM Products Group for Micron
Technology, Inc. In October 1995, Mr. Donnelly was named Vice
President, SRAM Design and Product Engineering.
Kipp A. Bedard joined Micron Technology, Inc., in November 1983 as
an accountant and held various management responsibilities until he
was appointed Manager of Corporate Affairs in June 1988. Mr. Bedard
held that position until April 1990 when he was named Vice President
and Manager of Corporate Affairs. From July 1992 to January 1994, Mr.
Bedard served as Vice President, Corporate Affairs for Micron
Semiconductor, Inc. In January 1994, he was named Vice President,
Corporate Affairs for Micron Technology, Inc.
Eugene H. Cloud joined Micron Technology, Inc., in January 1985 as
an applications engineer. In June 1985, he was named Applications
Manager. He served in that position until June 1986, when he was named
Marketing Manager. In April 1990, he was named Vice President,
Semiconductor Marketing. Mr. Cloud served in this position until July
1992, when he was named Vice President, Marketing for Micron
Semiconductor, Inc. In November 1994, Mr. Cloud was named Vice
President, Marketing for Micron Technology, Inc.
<PAGE>
Donald D. Baldwin joined Micron Technology, Inc., in April 1984 and
served in various manufacturing and sales positions until April 1987,
when he was named Key Accounts Manager. From April 1990 to May 1991,
he served as Manager of North American Sales. In May 1991, he was
named Vice President, Sales. Mr. Baldwin served in this position until
July 1992, when he was named Vice President, Sales for Micron
Semiconductor, Inc. In November 1994, Mr. Baldwin was named Vice
President, Sales for Micron Technology, Inc.
Nancy M. Self joined Micron Technology, Inc., in February 1988 as a
benefits specialist. In July 1988, she was named Benefits Manager and
served in that position until July 1989, when she was named Risk
Manager. In March 1993, she was named Vice President, Administration.
W. Bryan Farney joined Micron Technology, Inc. in November 1994 as
General Counsel for Intellectual Property. In March 1995, he was named
General Counsel and served in that position until April 1995 when he
was named Vice President, Legal Affairs and General Counsel. Prior to
joining the Company, Mr. Farney was a shareholder of the law firm of
Arnold, White & Durkee, where he had been employed since October 1987.
Item 2. Properties
The Company's principal semiconductor manufacturing, engineering,
administrative, and support facilities are located on a 740 acre site
in Boise, Idaho. All facilities have been constructed since 1981 and
are owned by the Company. The Company has approximately 1.8 million
square feet of building space at this primary site. Of the total,
approximately 422,000 square feet is production space, 662,000 square
feet is facility support space, and 666,000 square feet is office and
other space. The Company's PC operations are housed in a 128,000
square foot facility in Nampa, Idaho on approximately 30 acres of
land, and in a 234,000 square foot leased facility in Minneapolis,
Minnesota. The Company's contract manufacturing operations are
located in a 93,000 square foot facility on approximately 5 acres of
land in Boise, Idaho, and in a 30,000 square foot leased facility in
Durham, North Carolina.
The Company initiated construction of an approximate 2 million square
foot semiconductor memory manufacturing facility in Lehi, Utah. This
facility is expected to include wafer fabrication, assembly, test,
facility support and administration operations. The cost of the Utah
facility is currently estimated to approximate $2.5 billion. Initial
wafer fabrication is currently expected in late calendar 1996 with
completion between three to five years. Market conditions for
semiconductor memory products will effect how quickly the Lehi complex
is ramped to full capacity.
Equipment with a book value of approximately $67 million is pledged
as collateral for outstanding debt and capital leases as of August 31,
1995.
Item 3. Legal Proceedings
The Company is a party in various legal actions arising out of the
normal course of business, none of which is expected to have a
material effect on the Company's financial position or results of
operations. See "Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations - Certain Factors."
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders during
the fourth quarter of fiscal 1995.
<PAGE>
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters
Market for Common Stock
Micron Technology, Inc.'s common stock is listed on the New York
Stock Exchange and is traded under the symbol MU. The following table
represents the high and low sales prices for the Company's common
stock for each quarter of fiscal 1995 and 1994, as reported by The
Wall Street Journal. All stock prices have been restated to reflect a
2 for 1 stock split (to shareholders of record as of May 4, 1995) and
a 5 for 2 stock split (to shareholders of record as of April 1, 1994)
effected in the form of a stock dividend.
<TABLE>
<CAPTION>
High Low
1995:
<S> <C> <C>
4th quarter $78.00 $44.75
3rd quarter 50.75 32.56
2nd quarter 33.13 19.94
1st quarter 21.63 15.25
1994:
4th quarter $22.44 $15.31
3rd quarter 19.95 14.13
2nd quarter 15.30 8.73
1st quarter 12.73 7.58
</TABLE>
Holders of Record
As of August 31, 1995, there were 5,649 shareholders of record of
the Company's Common Stock.
Dividends
The Company declared and paid cash dividends totaling $0.15 during
fiscal 1995, $0.06 in fiscal 1994 and $0.01 in fiscal 1993. Future
dividends, if any, will vary depending on the Company's profitability
and anticipated capital requirements.
Item 6. Selected Financial Data
(Amounts in millions, except for per share amounts)
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991
-------- -------- ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net sales $2,952.7 $1,628.6 $828.3 $506.3 $425.4
Gross Margin 1,624.0 839.2 311.1 116.0 92.7
Operating income 1,296.5 620.1 165.9 13.7 11.8
Net income 844.1 400.5 104.1 6.6 5.1
Fully diluted earnings
per share 3.90 1.90 0.51 0.03 0.03
Cash dividend declared
per share 0.15 0.06 0.01 0.01 --
Current assets 1,274.1 793.2 440.1 227.0 213.2
Property, plant and
equipment, net 1,385.6 663.5 437.8 396.3 389.3
Total assets 2,774.9 1,529.7 965.7 724.5 705.9
Current liabilities 604.8 274.2 210.8 106.1 98.0
Long-term debt 129.4 124.7 54.4 61.5 69.6
Shareholders' equity 1,896.2 1,049.3 639.5 511.2 494.8
</TABLE>
See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations - Certain Factors."
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
All yearly references are to the Company's fiscal years ended August
31, 1995, September 1, 1994, or September 2, 1993, unless otherwise
indicated. Shares and per share amounts have been restated to reflect
a 2 for 1 stock split (to shareholders of record as of May 4, 1995)
and a 5 for 2 stock split (to shareholders of record as of April 1,
1994) effected in the form of a stock dividend. All tabular dollar amounts
are stated in millions.
Overview
Net income for 1995 was $844 million, or $3.90 per fully diluted
share, on net sales of $2,953 million. The Company achieved record
sales and net income in 1995 primarily as a result of continued stable
pricing and increased production of semiconductor memory and increased
sales of PC systems. Net income for 1994 was $401 million, or $1.90
per fully diluted share, on net sales of $1,629 million.
Results of Operations
The following table presents the Company's net sales by related
products or services. The value of the Company's semiconductor memory
products included in PC systems and other products is included in the
caption "Semiconductor memory products." The caption "Other" includes
revenue from contract manufacturing and module assembly services,
construction management services, government contracts, and licensing
fees.
<TABLE>
<CAPTION>
1995 1994 1993
-------------------- -------------------- --------------------
Net Sales % of Total Net Sales % of Total Net Sales % of Total
--------- ---------- --------- ---------- --------- ----------
<S> <C> <C> <C> <C> <C> <C>
Semiconductor
memory products $2,287.0 77% $1,367.5 84% $ 736.6 89%
Personal computer
systems 429.1 15% 73.7 5% 20.6 2%
Other 236.6 8% 187.4 11% 71.1 9%
--------- ---------- --------- ---------- --------- ----------
Total net sales $2,952.7 100% $1,628.6 100% $ 828.3 100%
========= ========== ========= ========== ========= ==========
</TABLE>
<TABLE>
<CAPTION>
1995 % Change 1994 % Change 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Net sales $2,952.7 81.3% $1,628.6 96.6% $828.3
</TABLE>
The substantial increase in net sales in 1995 compared to 1994 was
principally due to increased production and current favorable market
conditions for the Company's semiconductor memory products, in
particular the 4 Meg DRAM, and a higher level of net sales of PC
systems. Although the volume of wafers produced during 1995 increased
only moderately compared to 1994, total megabits produced increased
approximately 74% principally due to ongoing transitions to successive
shrink versions of existing memory products, particularly the 4 Meg
DRAM, shift in the Company's mix of semiconductor memory products to a
higher average density, and enhanced yields on existing memory
products. Demand for the 4 Meg DRAM remained strong and prices
remained stable for the Company's DRAM products during 1995. The
relatively stable prices for the Company's DRAM products over the past
three years represents a deviation from the historical long-term trend
of declining DRAM prices per megabit. While current demand appears to
be in excess of world-wide supply, the Company is unable to predict
if, or when, a combination of product shrinks, yield improvements, and
capacity expansions will allow world-wide supply to equal or exceed
demand, or to predict changes in demand and the corresponding effects
on pricing for the Company's products.
The Company's principal product in 1995 was the 4 Meg DRAM which
comprised approximately 83% of the net sales of the semiconductor
memory products, and 64% of total net sales. SRAM net sales were
higher in 1995 as compared to 1994, but declined as a percentage of
net sales of semiconductor memory products to approximately 8% in 1995
due to the Company's production emphasis on the 4 Meg DRAM. SRAM net
sales were 10% and 16% of net sales of semiconductor products in 1994
and 1993, respectively.
Net sales of PC systems, less the value of the Company's
semiconductor memory included therein, increased to approximately 15%
of the Company's total net sales for 1995 from 5% and 2% in 1994 and
1993, respectively. PC sales increased principally
<PAGE>
due to increased demand for the Company's PC systems as a result of
greater brand name recognition and market acceptance of such products.
Increased brand name recognition and market acceptance resulted primarily
from the receipt of a number of awards from computer trade magazines
relating to performance characteristics of its systems and increased
advertising expenditures. In addition, approximately 22% of the
Company's PC sales during 1995 were attributable to sales of ZEOS
brand name PC systems subsequent to the Company's acquisition of ZEOS.
Net sales in 1994 increased compared to 1993 principally due to the
relatively stable prices for semiconductor memory products and the
comparatively higher volume of semiconductor memory produced in 1994.
The Company's production of semiconductor memory as measured in
megabits nearly doubled in 1994 compared to 1993, principally as a
result of expenditures on equipment and facilities; improved
manufacturing yields resulting from increased manufacturing
efficiencies; and conversion to shrink versions of then existing
products.
<TABLE>
<CAPTION>
1995 % Change 1994 % Change 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Cost of goods sold $1,328.7 68.3% $789.4 52.6% $517.2
Gross margin % 55.0% 51.5% 37.6%
</TABLE>
The Company's gross margin percentage in 1995 was slightly higher
than that experienced in 1994 primarily as a result of a higher gross
margin percentage on the Company's semiconductor memory products
offset in part by the effects of a higher level of net sales of PC
systems, which generally have considerably lower gross margins. The
Company's gross margin percentage on semiconductor memory products
increased to approximately 65% in 1995, compared to 57% and 39% in
1994 and 1993, respectively. The higher gross margin percentage for
semiconductor memory products in 1995 was principally due to
relatively stable selling prices for such products as compared to
decreases in per unit manufacturing costs. Decreases in per unit
manufacturing costs were principally due to the greater number of
potential die per wafer achieved through transitions to shrink
versions of existing products and shifts in the Company's mix of
semiconductor memory products to a higher average density, improved
manufacturing yields and increased wafer output.
The Company continues limited production of its 16 Meg DRAM at a
level only sufficient to continue development of process efficiencies.
The Company continues to maximize its production of the 4 Meg DRAM,
which is currently the most profitable product offered by the Company.
The Company believes the market transition to the 16 Meg DRAM as the
primary DRAM product will be largely driven by the timing of increases
in demand for main memory in PC systems and by the increasing market
availability of the 1 Meg x 16 configuration of the 16 Meg DRAM.
Currently, most PC systems are sold with between 8 and 12 megabytes of
main memory. Such system requirements can be satisfied with memory
modules comprised of either 1 Meg x 4 (4 Meg) DRAMs or 1 Meg x 16 (16
Meg) DRAMs. The present limited market availability of the 1 Meg x 16
configuration of the 16 Meg DRAM has made the 1 Meg x 4 DRAM module a
more cost-effective solution and has resulted in continued demand for
the 4 Meg DRAM. When typical PC system requirements exceed 16
megabytes, memory modules can no longer cost-effectively incorporate 4
Meg DRAMs. Either increasing availability of the 1 Meg x 16
configuration of the 16 Meg DRAM or an increase in PC main memory
requirements to in excess of 16 megabytes will likely cause an
industry transition to the 16 Meg DRAM as its primary product. The
Company's transition to the 16 Meg DRAM as its principal memory
product could have a negative impact on the Company's results of
operations.
The Company's gross margin percentage on sales of PC systems has been
lower than the Company's overall gross margin percentage. Intense pricing
pressure in the PC market has caused the Company to reduce the average
selling prices of its PC systems at a rate faster than the decline in the
Company's cost of components. In addition, the PC market's ongoing
transition to new products and product features may have an adverse effect
on the Company's PC gross margins by increasing inventory obsolescence and,
to a lesser extent, decreasing manufacturing efficiencies. Should the rate
of future growth in net sales of PC systems exceed the rate of future
growth of the balance of the Company's products, the Company's overall gross
margin would decrease.
Cost of goods sold includes estimated costs of settlement or
adjudication of asserted and unasserted claims for patent infringement
prior to the balance sheet date, and costs of product and process
technology licensing arrangements. Product and process technology
costs decreased as a percentage of total net sales in 1995 principally
due to a paid-up license which became fully amortized late in 1994,
and the higher level of net sales of PC systems in 1995 which are
subject to generally lower royalty costs compared to the Company's
semiconductor memory products. Future product and process technology
charges may increase, however, as a result of claims that may be
asserted in the future. See "Certain Factors."
<PAGE>
The significant increase in gross margin percentage for 1994 compared
to 1993 was principally due to relatively stable prices and reductions
in cost per unit of memory sold for DRAM products. Reductions in cost
per unit sold were realized primarily from a combination of increased
wafer output, yield improvements, die shrinks, and transitions to
generally higher density
memory products.
<TABLE>
<CAPTION>
1995 % Change 1994 % Change 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Selling, general,
and administrative $198.7 46.4% $135.7 54.4% $87.9
as a % of net sales 6.7% 8.3% 10.6%
</TABLE>
The higher level of selling, general, and administrative expenses for
1995 as compared to 1994 principally resulted from a higher level of
personnel costs associated with the Company's profit sharing programs,
increased number of administrative employees, and to a lesser extent,
increased advertising and credit card processing fees associated with
the increased level of net sales of the Company's PC systems. Such
increases were partially offset by a reduction in legal fees compared
to 1994 primarily resulting from the Company's settlement of patent
litigation in 1994.
The increase in selling, general, and administration expenses in 1994
compared to 1993 were primarily a result of a higher level of
personnel costs associated with the Company's profit sharing programs;
increased costs incurred with the Company's action before the
International Trade Commission and patent litigation, each of which
was settled in 1994; increased sales commissions based on a higher
level of net sales; and a higher level of state sales tax.
<TABLE>
<CAPTION>
1995 % Change 1994 % Change 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Research and
development $128.8 54.4% $83.4 45.5% $57.3
as a % of net sales 4.4% 5.1% 6.9%
</TABLE>
Research and development expenses vary primarily based on the number
of wafers and personnel dedicated to new product and process
development. Research and development efforts in 1995 were focused
primarily on development of 16 Meg and 4 Meg DRAM shrinks, 32K x 32
and 32K x 36 synchronous SRAMs, and design and development of the 64
Meg and 256 Meg DRAMs. The Company expects the level of research and
development expenses in 1996 to be higher than in 1995 as additional
resources are dedicated to the 16 Meg and 64 Meg DRAMs and the design
and development of the 256 Meg DRAM, as well as design and development
of new technologies including radio frequency identification systems,
non-volatile semiconductor memory devices, and field emission flat
panel displays.
<TABLE>
<CAPTION>
1995 % Change 1994 % Change 1993
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Income tax provision $506.4 125% $225.3 285% $58.5
</TABLE>
The effective tax rate for 1995 is 37.5% which primarily reflects the
statutory corporate tax rate and the net effect of state taxation.
The effective tax rate for 1994 and 1993 was 36%. The increase in the
Company's effective tax rate in 1995 was principally due to the change
in the mix of income among taxing jurisdictions and the decreased
utilization of state tax credits as a percentage of pretax income.
State income taxes have been reduced by state tax credits.
Merger Transaction
During 1995, the Company acquired ZEOS International, Ltd. ("ZEOS"),
a manufacturer of PC systems, in a merger transaction accounted for as
a purchase. Under terms of the transaction, the Company merged two of
its operating subsidiaries, Micron Computer, Inc., and Micron Custom
Manufacturing Services, Inc., with and into ZEOS on April 7, 1995, in
exchange for an approximate 79% ownership interest in ZEOS. The newly
merged company was renamed Micron Electronics, Inc. ("MEI"), and the
results of its operations (including those of the former ZEOS
operation subsequent to the merger date) are included in the
consolidated financial statements of the Company. The merger resulted
in the recognition of an approximate $29.0 million pretax nonrecurring
gain.
Liquidity and Capital Resources
The Company had cash and liquid investments of $556 million as of
August 31, 1995, representing an increase of $123 million during 1995.
The Company's principal sources of liquidity during 1995 were cash flows
from operations of $1,039 million, equipment financing of $231 million,
proceeds from issuance of long-term debt of $62 million, proceeds from
issuance of common stock in connection with the Company's employee stock
purchase and stock option plans of $18 million. The principal uses of
funds in 1995 were $961 million for property, plant, and equipment, $203
million for repayments of equipment contracts, $63 million for payments
on long-term debt, and $31 million for payments of cash dividends.
<PAGE>
As of August 31, 1995, the Company had contractual commitments
extending through calendar 1998 of approximately $643 million for
equipment purchases and approximately $35 million for the construction
of buildings. The cost of the Utah complex is currently estimated to
be approximately $2.5 billion. Substantially all of the Company's
near term cash flows from operations are expected to be dedicated to
these capacity improvement programs. The Company can give no
assurance that the expansion programs will be completed as currently
scheduled or within current cost estimates.
The Company believes continuing investments in manufacturing
technology, facilities and capital equipment, research and
development, and product and process technology are necessary to
support future growth, achieve operating efficiencies, and maintain
product quality. The Company periodically evaluates various
alternatives to expand its production capacity and evaluates
opportunities for product diversification. Although in recent periods
the Company has been able to fund such investments principally
through cash flows from operations and equipment financings,
historically, in order to fund such investments, the Company has
required external sources to supplement the Company's cash flows from
operations. The Company's current expansion and capital improvement
projects at the Boise and Lehi sites are currently estimated to cost
approximately $4.5 billion. The Company may be required to pursue external
sources of liquidity to complete its current expansion and capital
improvement programs as scheduled. There can be no assurance that external
sources of liquidity will be available to fund the Company's ongoing
operations or expansion, diversification, and capital improvement
programs on terms acceptable to the Company.
Certain Factors
The semiconductor memory industry is characterized by rapid
technological change, frequent product introductions and enhancements,
difficult product transitions, relatively short product life cycles,
and volatile market conditions. These characteristics historically
have made the semiconductor industry highly cyclical, particularly in
the market for DRAMs, which are the Company's primary products.
Demand for semiconductor memory products has grown, fueled primarily
by growth in the personal computer industry. The Company and many of its
competitors are adding new facilities designed to process 8-inch wafers,
which have approximately 84% greater usable surface area than 6-inch wafers.
In addition, many competitors are currently believed to be running
their 16 Meg DRAM manufacturing operations at significantly lower
yields than could be expected when such products mature. The amount
of capacity to be placed into production and future yield improvements
by these competitors would dramatically increase world-wide supply of
semiconductor memory. Excess supply of semiconductor memory, changes
in demand for semiconductor memory market conditions, or currency
fluctuation resulting in a strengthening dollar against the yen, could
result in downward pricing pressure. A decline in the current
favorable product pricing would have a material adverse effect on the
Company's results of operations.
The Company is in the process of converting its existing wafer
fabrication facilities and equipment to process 8-inch wafers from 6-
inch. Such conversion requires expansion of portions of the Company's
facilities and modifications, enhancements, or replacement of a
significant portion of the Company's wafer processing equipment.
There can be no assurance the Company will not experience an
interruption of its manufacturing process or experience decreased
manufacturing yields as a result of the conversion. An interruption
of the manufacturing process or decreased manufacturing yields could
have a material adverse effect on the Company's results of operations.
The manufacture of the Company's semiconductor memory products is a
complex process and involves a number of precise steps, including
wafer fabrication, assembly in a variety of packages, burn-in, and
final test. From time to time, the Company has experienced volatility
in its manufacturing yields, as it is not unusual to encounter
difficulties in ramping shrink versions of existing devices or new
generation devices to commercial volumes. The Company's net sales and
operating results are highly dependent on increasing yields at an
acceptable rate and to an acceptable level, of which there can be no
assurance. Future results of operations may be adversely impacted if
the Company is unable to transition to future generation products in a
timely fashion or at gross margin rates comparable to the Company's
current primary products.
Periodically, the Company is made aware that technology used by the
Company in the manufacture of some or all of its products may infringe
on product or process technology rights held by others. The Company
has accrued a liability and charged operations for the estimated costs
of settlement or adjudication of asserted and unasserted claims for
infringement prior to the balance sheet date. Management can give no
assurance that the amounts accrued have been adequate and cannot estimate
the range of additional possible loss, if any, from resolution of these
uncertainties. Resolution of whether the Company's manufacture of
products has infringed on valid rights held by others may have a material
adverse effect on the Company's financial position or results of
operations, and may require material changes in production processes and
products. The Company has various product and process technology
agreements which expire in calendar 1995, including an agreement with
IBM. The Company is unable to predict whether these license agreements
can be obtained or renewed on terms acceptable to the Company. Failure
to renew such licenses could result in litigation and the attendant cost
and diversion of resources associated therewith and could
<PAGE>
also result in material changes in the Company's production processes or
products. Any such litigation on changes could have a material adverse
effect on the Company's results of operations.
The Company began construction of an additional manufacturing
facility in Utah which represents a significant capital investment by
the Company. While the Company has at times conducted certain
assembly and test operations at sites remote to its primary
manufacturing operation, the Lehi, Utah facility will be the Company's
first fabrication facility off the Boise site. The success of the
Utah operation will largely depend on the Company's ability to achieve
manufacturing efficiencies comparable to the Boise facility, which is
largely a function of the skill and dedication of its work force. As
of August 31, 1995, the Company's semiconductor manufacturing
operations employed approximately 5,900 employees, an increase of
1,250 during the past year, and it is anticipated that the Utah site
will employ approximately 3,500 full-time employees. The inability of
the Company to retain a qualified work force or to locate and hire
qualified candidates could have a negative affect on existing
operations or limit efficiencies to be obtained by the Company's
expansion efforts.
<PAGE>
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Page
Financial Statements:
Consolidated Statements of Operations for
Fiscal Years Ended August 31, 1995,
September 1, 1994, and September 2,1993.......................... 41
Consolidated Balance Sheets as of August 31,
1995, and September 1,1994....................................... 42
Consolidated Statements of Shareholders'
Equity for Fiscal Years Ended August 31,
1995, September 1, 1994, and September 2, 1993................... 43
Consolidated Statements of Cash Flows for
Fiscal Years Ended August 31, 1995,
September 1, 1994, and September 2, 1993......................... 44
Notes to Consolidated Financial Statements........................ 45
Report of Independent Accountants................................. 53
<PAGE>
Micron Technology, Inc.
Consolidated Statements of Operations
(Amounts in millions, except for per share amounts)
<TABLE>
<CAPTION>
August 31, September 1, September 2,
Fiscal year ended 1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $2,952.7 $1,628.6 $ 828.3
-------- -------- --------
Costs and expenses:
Cost of goods sold 1,328.7 789.4 517.2
Selling, general, and administrative 198.7 135.7 87.9
Research and development 128.8 83.4 57.3
-------- -------- --------
Total costs and expenses 1,656.2 1,008.5 662.4
-------- -------- --------
Operating income 1,296.5 620.1 165.9
Gain from merger transaction 29.0 -- --
Interest income (expense), net 25.0 5.7 (3.3)
-------- -------- --------
Income before income taxes 1,350.5 625.8 162.6
Income tax provision 506.4 225.3 58.5
-------- -------- --------
Net income $ 844.1 $ 400.5 $ 104.1
======== ======== ========
Earnings per share:
Primary $3.95 $1.92 $0.52
Fully diluted 3.90 1.90 0.51
Number of shares used in per share
calculation:
Primary 213.9 208.9 200.3
Fully diluted 216.2 210.4 202.6
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
Micron Technology, Inc.
Consolidated Balance Sheets
(Dollars in millions, except for par value amount)
<TABLE>
<CAPTION>
August 31, September 1,
As of 1995 1994
- -----------------------------------------------------------------------------
<S> <C> <C>
Assets
Cash and equivalents $ 128.1 $ 78.4
Liquid investments 427.7 354.6
Receivables 455.4 235.7
Inventories 204.8 101.1
Prepaid expenses 9.1 3.3
Deferred income taxes 49.0 20.1
-------- --------
Total current assets 1,274.1 793.2
Product and process technology, net 41.6 48.2
Property, plant, and equipment, net 1,385.6 663.5
Other assets 73.6 24.8
-------- --------
Total assets $2,774.9 $1,529.7
======== ========
Liabilities and shareholders' equity
Accounts payable and accrued expenses $ 502.3 $ 200.2
Deferred income 16.4 13.0
Equipment purchase contracts 59.6 31.2
Current portion of long-term debt 26.5 29.8
-------- --------
Total current liabilities 604.8 274.2
Long-term debt 129.4 124.7
Deferred income taxes 93.3 54.1
Other liabilities 51.2 27.4
-------- --------
Total liabilities 878.7 480.4
-------- --------
Commitments and contingencies
Common stock, $0.10 par value, authorized 300.0
million shares, issued and outstanding 206.4
million and 203.8 million shares, respectively 20.6 10.2
Additional capital 391.5 368.3
Retained earnings 1,484.1 670.8
-------- --------
Total shareholders' equity 1,896.2 1,049.3
-------- --------
Total liabilities and shareholders' equity $2,774.9 $1,529.7
======== ========
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
Micron Technology, Inc.
Consolidated Statements of Shareholders' Equity
(Dollars and shares in millions)
<TABLE>
<CAPTION>
August 31, September 1, September 2,
Fiscal year ended 1995 1994 1993
Shares Amount Shares Amount Shares Amount
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Common stock
Balance at beginning
of year 101.9 $ 10.2 40.1 $ 4.0 38.3 $ 3.8
Stock sold 1.6 0.1 0.9 0.1 1.8 0.2
Stock split 102.9 10.3 60.9 6.1 -- --
------- -------- ------- -------- ------- -------
Balance at end of year 206.4 $ 20.6 101.9 $ 10.2 40.1 $ 4.0
======= ======== ======= ======== ======= =======
<S> <C> <C> <C>
Additional capital
Balance at beginning of year $ 368.3 $ 353.0 $ 327.2
Stock sold 17.7 9.8 18.2
Stock option plan 2.2 1.0 (0.1)
Tax effect of stock purchase
plans 13.6 10.6 7.7
Stock split (10.3) (6.1) --
-------- -------- -------
Balance at end of year $ 391.5 $ 368.3 $ 353.0
======== ======== =======
Retained earnings
Balance at beginning of year $ 670.8 $ 282.5 $180.3
Net income 844.1 400.5 104.1
Dividends paid (30.8) (12.2) (1.9)
-------- -------- -------
Balance at end of year $1,484.1 $ 670.8 $ 282.5
======== ======== =======
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
Micron Technology, Inc.
Consolidated Statements of Cash Flows
(Dollars in millions)
<TABLE>
<CAPTION>
August 31, September 1, September 2,
Fiscal year ended 1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows of operating activities
Net income $ 844.1 $ 400.5 $ 104.1
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation 199.0 138.8 111.9
Increase in receivables (197.9) (81.0) (76.7)
Increase in inventories (76.0) (17.9) (8.7)
Increase in accounts payable and
accrued expenses 249.4 45.2 96.2
Gain from merger transaction (29.0) -- --
Other 49.2 71.9 30.5
-------- -------- --------
Net cash provided by operating
activities 1,038.8 557.5 257.3
-------- -------- --------
Cash flows of investing activities
Purchase of available-for-sale and
held-to-maturity securities (719.6) (403.6) (218.0)
Proceeds from sales and maturities
of securities 651.8 185.3 114.7
Expenditures for property, plant,
and equipment (730.0) (251.0) (83.4)
Other 27.2 (10.5) (1.8)
-------- -------- --------
Net cash used for investing activities (770.6) (479.8) (188.5)
-------- -------- --------
Cash flows of financing activities
Payments on equipment purchase
contracts (202.5) (119.3) (63.0)
Proceeds from issuance of debt 62.4 119.2 41.7
Repayments of debt (63.4) (46.2) (52.8)
Proceeds from issuance of common stock 18.4 12.1 19.3
Payments of dividends (30.8) (12.2) (1.9)
Other (2.6) (0.4) (0.3)
-------- -------- --------
Net cash used for financing activities (218.5) (46.8) (57.0)
-------- -------- --------
Net increase in cash and equivalents 49.7 30.9 11.8
Cash and equivalents at beginning of
year 78.4 47.5 35.7
-------- -------- --------
Cash and equivalents at end of year $ 128.1 $ 78.4 $ 47.5
======== ======== ========
Supplemental disclosures
Income taxes paid, net $ (438.6) $ (197.4) $ (22.1)
Interest paid (9.5) (6.6) (6.1)
Noncash investing and financing
activities:
Equipment acquisitions on contracts
payable and capital leases 230.8 125.6 71.0
Equipment acquisition in exchange
for license of product and process
technology -- -- 8.4
Assets acquired, net of cash and
liabilities assumed in merger
transaction 26.0 -- --
</TABLE>
The accompanying notes are an integral part of the financial statements.
<PAGE>
Micron Technology, Inc.
Notes to Consolidated Financial Statements
(All tabular dollar and share amounts are stated in millions)
Significant Accounting Policies
Basis of presentation: The consolidated financial statements include
the accounts of Micron Technology, Inc., and its domestic and foreign
subsidiaries (the "Company"). The Company designs, develops,
manufactures, and markets semiconductor memory products, including
DRAMs and SRAMs, personal computers and complex printed circuit board
assemblies. All significant intercompany accounts and transactions
have been eliminated. The Company's fiscal year ends on the Thursday
closest to August 31. During 1995, the Company acquired ZEOS
International, Ltd. ("ZEOS"), a manufacturer of personal computer
systems, in a merger transaction accounted for as a purchase. Under
terms of the transaction, the Company, merged two of its operating
subsidiaries, Micron Computer, Inc., and Micron Custom Manufacturing
Services, Inc., with and into ZEOS in exchange for an approximate 79%
ownership interest in ZEOS. The newly merged company was renamed
Micron Electronics, Inc. ("MEI"), and the results of its operations
(including those of the former ZEOS operation subsequent to the merger
date) are included in the consolidated financial statements of the
Company.
Revenue recognition: Revenue from product sales to direct customers is
recognized upon shipment. The Company defers recognition of sales to
distributors, which allow certain rights of return and price
protection, until distributors have sold the products. Net sales
include construction management fees earned, and revenues under cross-
license agreements with third parties and under government research
contracts.
Earnings per share: Earnings per share are computed using the weighted
average number of common and common equivalent shares outstanding.
Common equivalent shares result from the assumed exercise of
outstanding stock options and affect earnings per share when they have
a dilutive effect.
Financial instruments: Cash equivalents include highly liquid short-
term investments with original maturities of three months or less,
readily convertible to known amounts of cash. The amounts reported as
cash and equivalents, liquid investments, receivables, other assets,
accounts payable and accrued expenses, and equipment purchase
contracts and long-term debt are considered to be reasonable
approximations of their fair values. The fair value estimates
presented herein were based on market information available to
management as of August 31, 1995. The use of different market
assumptions and/or estimation methodologies could have a material
effect on the estimated fair value amounts. The reported fair values
do not take into consideration potential expenses that would be
incurred in an actual settlement.
Financial instruments that potentially subject the Company to
concentrations of credit risk, consist principally of cash, liquid
investments, and trade accounts receivable. The Company invests cash
through high-credit-quality financial institutions and performs
periodic evaluations of the relative credit standing of these
financial institutions. The Company, by policy, limits the
concentration of credit exposure by restricting investments with any
single obligor, instrument, or geographic area. A concentration of
credit risk may exist with respect to trade receivables, as a
substantial portion of the Company's customers are affiliated with
the computer, telecommunications, and office automation industries.
The Company performs ongoing credit evaluations of customers
world-wide and generally does not require collateral from its
customers. Historically, the Company has not experienced
significant losses related to receivables for individual customers
or groups of customers in any particular industry or geographic area.
Inventories: Inventories are stated at the lower of average cost or
market. Cost includes labor, material, and overhead costs, including
product and process technology costs.
Property, plant, and equipment: Property, plant, and equipment are
stated at cost. Depreciation is computed using the straight-line
method over the estimated useful lives of 5 to 30 years for buildings
and 2 to 5 years for equipment.
Product and process technology: Costs related to the conceptual
formulation and design of products and processes are expensed as
research and development. Costs incurred to establish patents and
acquire product and process technology are capitalized. Capitalized
costs are amortized on the units-of-production method and on the
straight-line method over the shorter of the estimated useful life
of the technology, the patent term, or the agreement, ranging up to
10 years.
Foreign currency: The U.S. dollar is the Company's functional currency
for financial reporting.
<PAGE>
Restatements and reclassifications: On March 27, 1995, the Company's
Board of Directors announced a 2 for 1 stock split effected in the
form of a stock dividend to shareholders of record as of May 4, 1995.
On March 1, 1994, the Company's Board of Directors announced a 5 for 2
stock split effected in the form of a stock dividend to shareholders
of record as of April 1, 1994. The Company distributed cash in lieu
of fractional shares resulting from the stock split. The Company's par
value of $0.10 per share remained unchanged. Historical share and per
share amounts have been restated to reflect retroactively the stock
splits.
Certain reclassifications have been made, none of which affected
results of operations, to present the financial statements on a
consistent basis.
Liquid Investments
The Company adopted Statement of Financial Accounting Standards
("SFAS") No. 115 "Accounting for Certain Investments in Debt and
Equity Securities" as of September 1, 1994. Securities classified as
available-for-sale are stated at their fair values which approximate
cost. Securities classified as held-to-maturity are stated at
amortized cost.
<TABLE>
<CAPTION>
8/31/95 9/1/94
- -----------------------------------------------------------------------------
<S> <C> <C>
Available-for-sale securities:
U.S. Government agency $ 28.6 $ 36.9
State and local governments 7.6 2.1
Corporate notes 4.0 3.9
-------- --------
40.2 42.9
-------- --------
Held-to-maturity securities:
State and local governments 196.2 140.3
Commercial paper 118.3 76.9
U.S. Government agency 88.8 51.1
Bankers' acceptances 44.5 42.5
Corporate notes 16.5 28.8
Certificate of deposit 1.0 --
Other 3.1 7.1
-------- --------
Total investments 468.4 346.7
-------- --------
508.6 389.6
Less cash equivalents (80.9) (35.0)
-------- --------
$ 427.7 $ 354.6
======== ========
</TABLE>
Securities classified as available-for-sale mature within one to three
years, and securities classified as held-to-maturity have remaining
maturities within one year.
Receivables
<TABLE>
<CAPTION>
8/31/95 9/1/94
- -----------------------------------------------------------------------------
<S> <C> <C>
Trade receivables $ 457.4 $ 227.6
Other 14.6 15.9
Allowance for returns and discounts (9.2) (5.2)
Allowance for doubtful accounts (7.4) (2.6)
-------- --------
$ 455.4 $ 235.7
======== ========
</TABLE>
<PAGE>
Inventories
<TABLE>
<CAPTION>
8/31/95 9/1/94
- -----------------------------------------------------------------------------
<S> <C> <C>
Finished goods $ 17.8 $ 5.2
Work in progress 99.1 64.2
Raw materials and supplies 87.9 31.7
-------- --------
$ 204.8 $ 101.1
======== ========
</TABLE>
Product and Process Technology
Amortization of capitalized product and process technology costs
charged to operations was $10.3 million in 1995; $40.9 million in
1994; and $26.2 million in 1993. Accumulated amortization was $110.7
million and $100.4 million as of August 31, 1995, and September 1,
1994, respectively.
Property, Plant, and Equipment
<TABLE>
<CAPTION>
8/31/95 9/1/94
- -----------------------------------------------------------------------------
<S> <C> <C>
Land $ 34.4 $ 7.9
Buildings 392.0 260.0
Equipment 1,338.4 825.5
Construction in progress 259.2 68.7
-------- --------
2,024.0 1,162.1
Less accumulated depreciation and amortization (638.4) (498.6)
-------- --------
$1,385.6 $ 663.5
======== ========
</TABLE>
Accounts Payable and Accrued Expenses
<TABLE>
<CAPTION>
8/31/95 9/1/94
- -----------------------------------------------------------------------------
<S> <C> <C>
Accounts payable $ 193.2 $ 55.3
Salaries, wages, and benefits 103.2 63.5
Product and process technology payable 91.5 16.6
Income taxes payable 72.7 44.0
Other 41.7 20.8
-------- --------
$ 502.3 $ 200.2
======== ========
</TABLE>
<PAGE>
Long-Term Debt
<TABLE>
<CAPTION>
8/31/95 9/1/94
- -----------------------------------------------------------------------------
<S> <C> <C>
Notes payable in periodic installments through
July 2015, weighted average interest rate 6.82%
and 7.30%, respectively $ 89.3 $ 78.7
Noninterest bearing obligations, $19.8 million due
June 1997, $3 million due October 1997 and $20.5
million due December 1997, weighted average imputed
interest rate of 6.85% and 6.50%, respectively 37.8 16.6
Notes payable, due at maturity, ranging from December
1996 to December 1997, weighted average interest
rate of 5.49% and 5.11%, respectively 20.0 37.0
Capitalized lease obligations payable in monthly
installments through April 1998, weighted average
interest rate 8.94% and 7.93%, respectively 8.8 12.4
Noninterest bearing obligation, paid in November
1994, original face amount of $50.0 million (net of
discount based on imputed interest rate of 10.25%) -- 9.8
-------- --------
155.9 154.5
Less current portion (26.5) (29.8)
-------- --------
$ 129.4 $ 124.7
======== ========
Certain notes payable are collateralized by plant and equipment with a
total cost of approximately $103.3 million and accumulated depreciation
of approximately $42.7 million as of August 31, 1995. Equipment under
capital leases, and the accumulated depreciation thereon, were
approximately $16.7 million and $10.7 million, respectively, as of
August 31, 1995, and $16.9 million and $8.5 million, respectively,
as of September 1, 1994. Maturities of long-term debt are as follows:
</TABLE>
<TABLE>
<CAPTION>
Noninterest
Notes bearing Capital
Fiscal year payable obligations leases
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
1996 $ 23.5 $ -- $ 3.5
1997 61.0 19.8 5.2
1998 17.4 23.5 0.8
1999 6.9 -- --
2000 0.5 -- --
Less discount and interest -- (5.5) (0.7)
-------- -------- --------
$ 109.3 $ 37.8 $ 8.8
======== ======== ========
</TABLE>
Interest income in 1995 and 1994 is net of interest expense of $7.3
million and $5.8 million, respectively. Interest expense in 1993 is
net of $4.5 million of interest income. Construction period interest
of $4.9 million, $2.6 million, and $0.3 million was capitalized in
1995, 1994, and 1993, respectively.
<PAGE>
Stock Purchase Plans
The Company's 1985 and 1994 Incentive Stock Option Plans ("ISO Plans")
provide for the granting of incentive or nonstatutory stock options.
As of August 31, 1995, there was an aggregate of 22.1 million shares
of common stock reserved for issuance of which 18.8 million are
committed under the ISO Plans. Options are subject to terms and
conditions determined by the Board of Directors, and generally are
exercisable in increments of 20% during each year of employment
beginning one year from date of grant and expire six years from date
of grant.
Option activity under the ISO Plans is summarized as follows:
<TABLE>
<CAPTION>
Fiscal year ended 8/31/95 9/1/94 9/2/93
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Outstanding at beginning of year 11.6 9.7 12.4
Granted 5.0 5.0 4.8
Terminated or cancelled (.5) -- (0.3)
Exercised (2.4) (3.1) (7.2)
-------- -------- --------
Outstanding at end of year 13.7 11.6 9.7
======== ======== ========
Exercisable at end of year 1.4 .8 1.4
======== ======== ========
Shares available for future grants 3.3 5.8 10.7
======== ======== ========
</TABLE>
Options outstanding under the ISO Plans as of August 31, 1995, were at
per share prices ranging from $1.53 to $72.20. Options exercised were
at per share prices ranging from $1.30 to $21.33 in 1995, $1.30 to
$4.71 in 1994, and $.85 to $4.06 in 1993.
The 1989 Employee Stock Purchase Plan allows eligible employees to
purchase shares of the Company's common stock through payroll
deductions. The shares can be purchased for 85% of the lower of the
beginning or ending fair market value of each three-month offering
period and are restricted from resale for a period of one year from
the date of purchase. Purchases are limited to 20% of an employee's
eligible compensation. A total of 2.5 million shares are reserved for
issuance under the plan, of which 1.2 million shares have been issued
as of August 31, 1995.
Employee Savings Plan
The Company has a 401(k) profit-sharing plan ("RAM Plan") in which
substantially all employees are participants. Employees may contribute
from 2% - 16% of their eligible pay to various savings alternatives in
the RAM Plan. In 1994, the RAM Plan was modified, changing the
Company's contribution, to provide for an annual match of the first
$1,500 of eligible employee contributions, in addition to
contributions based on the Company's financial performance. The
Company's RAM Plan expense was $15.9 million in 1995, $8.2 million in
1994, and $2.4 million in 1993.
Commitments
As of August 31, 1995, the Company had commitments of $643.4 million
for equipment purchases and $34.6 million for the construction of
buildings.
<PAGE>
Income Taxes
Effective the first day of fiscal 1994, the Company adopted SFAS No.
109, "Accounting for Income Taxes," which prescribes the liability
method of accounting for income taxes. Adoption of SFAS No. 109 did
not have a material effect on the Company's financial position or
results of operations. Previously, income taxes were accounted for in
accordance with SFAS No. 96.
The provision for income taxes consists of the following:
<TABLE>
<CAPTION>
Fiscal year ended 8/31/95 9/1/94 9/2/93
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
Current:
U.S. federal $ 409.3 $ 192.4 $ 57.9
State 64.6 25.2 4.8
Foreign 7.0 5.0 1.0
-------- -------- --------
480.9 222.6 63.7
-------- -------- --------
Deferred:
U.S. federal 21.6 2.3 (6.5)
State 3.9 0.4 1.4
Foreign -- -- (0.1)
-------- -------- --------
25.5 2.7 (5.2)
-------- -------- --------
Income tax provision $ 506.4 $ 225.3 $ 58.5
======== ======== ========
</TABLE>
The tax benefit associated with disqualifying dispositions by employees
of shares issued in the Company's stock purchase plans reduced taxes
payable by $13.6 million and $10.6 million for 1995 and 1994,
respectively. Such benefits are credited to additional capital.
A reconciliation between income tax computed using the federal
statutory rate and the income tax provision follows:
<TABLE>
<S> <C> <C> <C>
U.S. federal income tax at statutory
rate $ 472.7 $ 219.0 $ 56.4
State taxes, net of federal benefit 47.4 16.7 4.0
Other (13.7) (10.4) (1.9)
-------- -------- --------
Income tax provision $ 506.4 $ 225.3 $ 58.5
======== ======== ========
</TABLE>
State taxes reflect utilization of investment tax credits of $19.1
million, $20.1 million and $4.9 million for 1995, 1994 and 1993,
respectively.
<PAGE>
Deferred income taxes reflect the net tax effects of temporary
differences between the basis of assets and liabilities for financial
reporting and income tax purposes. The approximate tax effects of
temporary differences which give rise to the net deferred tax
liability are as follows:
<TABLE>
<CAPTION>
8/31/95 9/1/94
-------- --------
<S> <C> <C>
Current deferred tax asset:
Accrued product and process technology $ 10.4 $ --
Inventory 9.7 2.3
Accrued compensation 6.0 5.8
Deferred income 3.4 3.7
Net operating loss acquired in merger 2.8 --
Other 16.7 8.3
-------- --------
Net deferred tax asset 49.0 20.1
-------- --------
Noncurrent deferred tax asset (liability):
Excess tax over book depreciation (83.5) (58.2)
Accrued product and process technology 15.3 7.9
Investment in subsidiary (11.5) --
Other (13.6) (3.8)
-------- --------
Net deferred tax liability (93.3) (54.1)
-------- --------
Total net deferred tax liability $ (44.3) $ (34.0)
======== ========
</TABLE>
During 1993, in accordance with SFAS No. 96, deferred income taxes
were provided for significant temporary differences comprised of
product and process technology of $14.5 million, depreciation of $2.8
million, and other items of $6.5 million.
Export Sales and Major Customers
Export sales were $753.7 million, $471.0 million, and $250.9 million
in 1995, 1994, and 1993, respectively. Sales to one
personal computer manufacturing customer approximated 11% and 10% of
total net sales in 1994 and 1993, respectively. No other customer
individually accounted for 10% or more of the Company's total net
sales.
Contingencies
Periodically, the Company is made aware that technology used by the
Company in the manufacture of some or all of its products may infringe
on product or process technology rights held by others. The Company
has accrued a liability and charged operations for the estimated costs
of settlement or adjudication of asserted and unasserted claims for
infringement prior to the balance sheet date. Management can give no
assurance that the amounts accrued have been adequate and cannot
estimate the range of additional possible loss, if any, from
resolution of these uncertainties. Resolution of whether the Company's
manufacture of products has infringed on valid rights held by others
may have a material adverse effect on the Company's financial position
or results of operations, and may require material changes in
production processes and products. The Company has various product and
process technology agreements which expire in calendar 1995, including
an agreement with IBM. The Company is unable to predict whether these
license agreements can be obtained or renewed on terms acceptable to
the Company. Failure to renew such licenses could result in
litigation and the attendant cost and diversion of resources
associated therewith and could result in material changes in the
Company's production processes or products. An adverse decision on
any such litigation or such material changes could have a material
effect on the Company's financial position or results of operations.
The Company is not able to predict whether these license agreements
can be renewed on terms acceptable to the Company.
The Company is currently a party to various other legal actions
arising out of the normal course of business, none of which are
expected to have a material effect on the Company's financial position
or results of operations.
<PAGE>
Quarterly Financial and Market Information (Unaudited)
(Dollars in millions, except for per share amounts)
<TABLE>
<CAPTION>
1995 Quarter 1st 2nd 3rd 4th
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net sales $ 535.0 $ 628.5 $ 761.2 $1,028.0
-------- -------- -------- --------
Costs and expenses:
Cost of goods sold 224.5 267.5 357.2 479.5
Selling, general, and
administrative 38.2 39.0 54.4 67.1
Research and development 27.0 28.9 33.6 39.3
-------- -------- -------- --------
Total costs and expenses 289.7 335.4 445.2 585.9
-------- -------- -------- --------
Operating income 245.3 293.1 316.0 442.1
Gain from merger transaction -- -- 29.0 --
Interest income, net 3.6 6.5 7.4 7.5
-------- -------- -------- --------
Income before income taxes 248.9 299.6 352.4 449.6
Income tax provision 89.6 116.1 132.2 168.5
-------- -------- -------- --------
Net income $ 159.3 $ 183.5 $ 220.2 $ 281.1
======== ======== ======== ========
Fully diluted earnings per share $.75 $.86 $1.02 $1.29
Quarterly stock price:
High $21.63 $33.13 $50.75 $78.00
Low 15.25 19.94 32.56 44.75
Dividends declared per share 0.025 0.025 0.050 0.050
1994 Quarter 1st 2nd 3rd 4th
-------- -------- -------- --------
Net sales $ 320.1 $ 390.5 $ 426.4 $ 491.6
-------- -------- -------- --------
Costs and expenses:
Cost of goods sold 166.6 204.1 207.0 211.7
Selling, general, and
administrative 34.1 33.1 35.8 32.7
Research and development 14.3 18.7 22.9 27.5
-------- -------- -------- --------
Total costs and expenses 215.0 255.9 265.7 271.9
-------- -------- -------- --------
Operating income 105.1 134.6 160.7 219.7
Interest income, net 0.4 1.0 2.3 2.0
-------- -------- -------- --------
Income before income taxes 105.5 135.6 163.0 221.7
Income tax provision 38.0 48.8 58.7 79.8
-------- -------- -------- --------
Net income $ 67.5 $ 86.8 $ 104.3 $ 141.9
======== ======== ======== ========
Fully diluted earnings per share $0.33 $0.41 $0.49 $0.67
Quarterly stock price:
High $12.73 $15.30 $19.95 $22.44
Low 7.58 8.73 14.13 15.31
Dividends declared per share 0.010 -- 0.025 0.025
</TABLE>
As of August 31, 1995, the Company had 5,649 shareholders of record.
Cost of goods sold for the third quarter of 1995 included a $25.0
million pretax charge associated with contingencies for product and
process technology rights.
<PAGE>
Report of Independent Accountants
The Shareholders and Board of Directors
Micron Technology, Inc.
We have audited the consolidated financial statements of Micron
Technology, Inc., listed in the index on page 40 of this Form 10-K.
These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position
of Micron Technology, Inc., as of August 31, 1995, and September 1,
1994, and the consolidated results of their operations and their cash
flows for each of the three years in the period ended August 31, 1995,
in conformity with generally accepted accounting principles.
As discussed in the contingencies note to the consolidated financial
statements, management can give no assurance that the amounts accrued
as of August 31, 1995, for estimated costs of settlement or
adjudication of asserted and unasserted claims for infringement of
product and process technology rights held by others, have been
adequate, nor can management estimate the range of additional possible
loss, if any, from resolution of these uncertainties.
/s/ Coopers & Lybrand L.L.P.
Boise, Idaho
September 21, 1995
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Item 13. Certain Relationships and Related Transactions
Certain information concerning the registrant's executive officers is
included under the caption "Executive Officers of the Registrant"
following Part I, Item 1 of this report. Other information required by
Items 10, 11, 12 and 13 will be contained in the registrant's Proxy
Statement which will be filed with the Securities and Exchange
Commission within 120 days after August 31, 1995, and is incorporated
herein by reference.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K
(a) The following documents are filed as part of this report:
Consolidated financial statements and financial statement schedules
- -- see "Item 8. Financial Statements and Supplementary Data - Notes to
Consolidated Financial Statements - Contingencies."
Exhibit Description
3.1 Certificate of Incorporation of the Registrant, as amended.
3.7 Bylaws of the Registrant, as amended.
10.82 Form of Indemnification Agreement between the Registrant and
its officers and directors.(1)
10.91 Board Resolution regarding stock and bonus plan vesting schedules
in the event of change in control of the Registrant.(2)
10.92 Additional provisions related to Management Bonus Arrangements
for Certain Executive Officers.(2)
10.96 Form of Termination Agreement for members of the Registrant's
Operations Committee and other Officers of the Company.(3)
10.100 Amended and Restated 1985 Incentive Stock Option Plan.(4)
10.103 Real Estate Agreement and Addendum dated May 29, 1991 between the
Registrant and Thomas T. Nicholson, Allen T. Noble, Don J. Simplot,
J. R. Simplot, Ronald C. Yanke, Semienterprises, a partnership
and Macron, a partnership.(5)
10.105 Form of Management bonus arrangements for Executive Officers of
Micron Technology, Inc., and Micron Semiconductor, Inc., for
1993.(5)
10.109 Form of Management bonus arrangements for Executive Officers of
Micron Technology, Inc., and Micron Semiconductor, Inc., for
1994.(6)
10.110 1994 Stock Option Plan
10.111 Executive Bonus Plan
11.1 Computation of Per Share Earnings.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Accountants.
27.1 Financial Data Schedule
- ---------------------------------
(1) Incorporated by Reference to Proxy Statement for the 1986 Annual
Meeting of Shareholders.
(2) Incorporated by Reference to Annual Report on Form 10-K for the
fiscal year ended August 31, 1989.
(3) Incorporated by Reference to Annual Report on Form 10-K for the
fiscal year ended August 30, 1990.
(4) Incorporated by Reference to Registration Statements on Forms S-8
(Reg. Nos. 33-38665, 33-38926, and 33-52653).
(5) Incorporated by Reference to Annual Report on Form 10-K for the
fiscal year ended September 3, 1992.
(6) Incorporated by Reference to Annual Report on Form 10-K for the
fiscal year ended September 2, 1993.
Exhibit numbers from Registration Statement on Form S-1 (Reg. No. 2-93343)
retained, where applicable.
(b) Reports on Form 8-K:
The registrant did not file any Reports on Form 8-K during the
quarter ended August 31, 1995.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boise, State of Idaho, on the 10th day of
October, 1995.
MICRON TECHNOLOGY, INC.
By /s/ Wilbur G. Stover, Jr.
--------------------------------------------
Wilbur G. Stover, Jr., Vice President,
Finance, Chief Financial Officer and
Corporate Secretary
(Principal Financial and Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Annual Report has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated.
Signature Title Date
- ------------------------- ---------------------------------- ---------------
/s/ Steven R. Appleton Chairman of the Board, Chief October 10, 1995
- ------------------------- Executive Officer and President
(Steven R. Appleton) (Principal Executive Officer)
/s/ Tyler A. Lowrey Director, Vice Chairman and Chief October 10, 1995
- ------------------------- Technical Officer
(Tyler A. Lowrey)
/s/ Wilbur G. Stover, Jr. Director; Vice President, Finance, October 10, 1995
- ------------------------- Chief Financial Officer and
(Wilbur G. Stover, Jr.) Corporate Secretary (Principal
Financial and Accounting Officer)
/s/ Jerry M. Hess Director October 10, 1995
- -------------------------
(Jerry M. Hess)
/s/ Robert A. Lothrop Director October 10, 1995
- -------------------------
(Robert A. Lothrop)
/s/ Thomas T. Nicholson Director October 10, 1995
- -------------------------
(Thomas T. Nicholson)
/s/ Allen T. Noble Director October 10, 1995
- -------------------------
(Allen T. Noble)
Director October 10, 1995
- -------------------------
(Don J. Simplot)
/s/ John R. Simplot Director October 10, 1995
- -------------------------
(John R. Simplot)
Director October 10, 1995
- -------------------------
(Gordon C. Smith)
EXHIBIT 3.1
CERTIFICATE OF INCORPORATION
OF
MICRON TECHNOLOGY, INC.
* * * * *
1. The name of the corporation is
MICRON TECHNOLOGY, INC.
2. The address of its registered office in the State of
Delaware is No. 100 West Tenth Street, in the City of
Wilmington, County of New Castle. The name of its
registered agent at such address is The Corporation Trust
Company.
3. The nature of the business or purposes to be conducted
or promoted is to engage in any lawful act or activity for
which corporations may be organized under the General
Corporation Law of Delaware.
4. The total number of shares of stock which the
corporation shall have authority to issue is fifty million
(50,000,000) and the par value of each of such shares is Ten
Cents ($0.10) amounting in the aggregate to Five Million
Dollars ($5,000,000.00).
At all elections of directors of the corporation, each
stockholder shall be entitled to as many votes as shall
equal the number of votes which (except for such provision
as to cumulative voting) he would be entitled to cast for
the election of directors with respect to his shares of
stock multiplied by the number of directors to be elected by
him, and he may cast all of such votes for a single director
<PAGE>
or may distribute them among the number to be voted for, or
for any two or more of them as he may see fit.
5. The name and mailing address of each incorporator is as
follows:
NAME MAILING ADDRESS
W. J. Reif 100 West Tenth Street
Wilmington, Delaware 19801
V. A. Brookens 100 West Tenth Street,
Wilmington, Delaware 19801
J. L. Austin 100 West Tenth Street,
Wilmington, Delaware 19801
6. The corporation is to have perpetual existence.
7. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly
authorized to make, alter or repeal the by-laws of the
corporation.
8. Elections of directors need not be by written ballot
unless the by-laws of the corporation shall so provide.
Meetings of stockholders may by held within or without
the State of Delaware, as the by-laws may provide. The
books of the corporation may be kept (subject to any
provision contained in the statutes) outside the State of
Delaware at such place or places as may be designated from
time to time by the board of directors or in the by-laws of
the corporation.
9. The corporation reserves the right to amend, alter,
change or repeal any provision contained in this certificate
of incorporation, in the manner now or hereafter prescribed
by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
<PAGE>
WE, THE UNDERSIGNED, being each of the incorporators
hereinbefore named, for the purpose of forming a corporation
pursuant to the General Corporation Law of the State of
Delaware, do make this certificate, hereby declaring and
certifying that this is our act and deed and the facts
herein stated are true, and accordingly have hereunto set
our hands this 6th day of April, 1984.
W. J. REIF
--------------------
W. J. REIF
V. A. BROOKENS
--------------------
V.A. BROOKENS
J. L. AUSTIN
--------------------
J. L. AUSTIN
<PAGE>
CERTIFICATE OF FIRST AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF
MICRON TECHNOLOGY, INC.
The undersigned, Juan A. Benitez, President and Cathy
L. Smith, Corporate Secretary of Micron Technology, Inc. a
Delaware corporation, hereby certify that the following
amendment to the Certificate of Incorporation of Micron
Technology, Inc. has been duly adopted in accordance with
Section 242 of the General Corporation Law of the State of
Delaware, as amended. Said amendment was adopted by a
resolution of the Board of Directors on October 27, 1986
which sets forth the proposed amendment, declared its
advisability and directed that it be considered at the
Annual Meeting of Shareholders. At the regularly scheduled
Annual Meeting of Shareholders held on January 26, 1987,
after due notice thereof in accordance with the law, a
majority of said shareholders entitled to vote thereon has
been voted in favor of said amendment. Said amendment as
adopted and approved adds the following provisions to the
Certificate of Incorporation:
10. Pursuant to, and to the full extent permitted by
Section 102(b) and any other relevant provisions of the
General Corporation Law of the State of Delaware, no
director shall be liable to the corporation or its
stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this provision shall not
eliminate or limit the liability of a director (i) for any
breach of director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the General
Corporation Law of the State of Delaware, or (iv) for any
transaction from which the director derived an improper
personal benefit.
11. Pursuant to, and to the full extent permitted by,
Section 145 and any other relevant provisions of the General
Corporation Law of the State of Delaware, the corporation
shall, and is hereby obligated to, indemnify any person, or
the heirs, executors, or administrators of such person, who
was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or
investigative, by reason of the fact that such person is or
was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or
other enterprise. The corporation shall, and is hereby
obligated to, indemnify any of said persons in each and
every situation where the corporation is obligated to make
such indemnification pursuant to said statutory provisions.
The corporation shall also, and is hereby obligated to,
indemnify any of said persons in each and every situation
where, under the aforesaid statutory provisions, the
corporation is not obligated, but is nevertheless permitted
or empowered, to make such indemnification, it being
understood that, prior to making such indemnification, the
corporation shall make, or cause to be made, such
determinations or decisions, following such procedures or
methods, as are required by said statutes.
IN WITNESS WHEREOF, we have hereunto set our hands and
affixed the corporate seal of said corporation as of this
28th of January 1987.
Juan A. Benitez
--------------------------
Juan A. Benitez, President
Cathy L. Smith
- -------------------------
Cathy L. Smith, Secretary
<PAGE>
ACKNOWLEDGMENT
STATE OF IDAHO
COUNTY OF ADA
The foregoing instrument was acknowledged before me
this 28th day of January, 1987 by Juan A. Benitez, as
President and Cathy L. Smith, as Corporate Secretary of
Micron Technology, Inc., a Delaware corporation, on behalf
of the corporation and that the same is the act and deed of
the corporation and the facts stated therein are true.
Notary Public Jill L. Henson
-------------------
My commission expires 7/88
---------
(SEAL)
<PAGE>
CERTIFICATE OF SECOND AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF
MICRON TECHNOLOGY, INC.
The undersigned, Randal W. Chance, President and Chief
Operating Officer and Cathy L. Smith, Corporate Secretary of
Micron Technology, Inc. a Delaware corporation, hereby
certify that the following amendment to the Certificate of
Incorporation of Micron Technology, Inc. has been duly
adopted in accordance with Section 242 of the General
Corporation Law of the State of Delaware, as amended. Said
amendment was adopted by a resolution of the Board of
Directors on October 31, 1988 which sets forth the proposed
amendment, declared its advisability and directed that it be
considered at the Company's Annual Meeting of Shareholders.
At the regularly scheduled 1988 Annual Meeting of
Shareholders held on January 30, 1989, after due notice
thereof in accordance with the law, a majority of the
outstanding stock entitled to vote thereon has been voted in
favor of said amendment. Said amendment as adopted and
approved amends paragraph 4 of the Certificate of
Incorporation to read as follows:
4. The total number of shares of stock which the
corporation shall have authority to issue is one hundred
million (100,000,000) and the par value of each of such
shares is Ten Cents ($0.10) amounting in the aggregate to
Ten Million Dollars ($10,000,000.00)
IN WITNESS WHEREOF, we have hereunto set our hands and
affixed the corporate seal of said corporation as of the
31st of January, 1989.
Randal W. Chance
-------------------------------
Randal W. Chance, President and
Chief Operating Officer
Cathy L. Smith
- -----------------------------------
Cathy L. Smith, Corporate Secretary
<PAGE>
ACKNOWLEDGEMENT
STATE OF IDAHO
COUNTY OF ADA
The foregoing instrument was acknowledged before me this 31st day of
January, 1989 by Randal W. Chance, as President and Chief Operation
Officer and Cathy L. Smith as Corporate Secretary of Micron Technology,
Inc., a Delware corporation, on behalf of the corporation and that the
same is the act and deed of the corporation and the facts stated therein
are true.
Benicia R. Morrison
Notary Public ---------------------
6-24-94
My Commission Expires ---------------------
(SEAL)
<PAGE>
CERTIFICATE OF THIRD AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF
MICRON TECHNOLOGY, INC.
The undersigned, James W. Garrett, President and Chief Operating
Officer and Jill L. Devereaux, Assistant Corporate Secretary of
Micron Technology, Inc. a Delaware corporation, hereby certify that
the following amendment to the Certificate of Incorporation of Micron
Technology, Inc. has been duly adopted in accordance with Section 242
of the General Corporation Law of the State of Delaware, as amended.
Said amendment was adopted by a resolution of the Board of Directors
on December 2, 1993 which set forth the proposed amendment, declared
its advisability and directed that it be considered at the Company's
Annual Meeting of Shareholders. At the regularly scheduled 1993
Annual Meeting of Shareholders duly held on January 31, 1994, after
due notice thereof in accordance with applicable law, a majority of
the outstanding stock entitled to vote thereon voted in favor of said
amendment. Said amendment as adopted and approved amends paragraph 4
of the Certificate of Incorporation to read as follows:
4. The total number of shares of stock which the
corporation shall have authority to issue is one hundred
fifty million (150,000,000) and the par value of each of
such shares is Ten Cents ($0.10).
IN WITNESS WHEREOF, this Certificate of Third Amendment to the
Company's Certificate of Incorporation have been executed this 8th
day of February, 1994.
James W. Garrett
-------------------------------
James W. Garrett, President and
Chief Operating Officer
Jill L. Devereaux
- --------------------------------------
Jill L. Devereaux, Assistant Corporate
Secretary
I, Sherilyn Maxfield, a notary public, do hereby certify
that on this 8th day of February, 1994, personally appeared
before me James W. Garrett and Jill L. Devereaux who, being by me
first duly sworn, declared that they are the President and Chief
Operating Officer and Assistant Corporate Secretary, respectively, of
Micron Technology, Inc., that they signed the foregoing document as
President and Chief Operating Officer and Assistant Corporate
Secretary of the corporation, and that the statements therein
contained are true.
Sherilyn Maxfield
----------------------------
Notary Public
Residing at Boise, Idaho
----------------
Commission Expires 10/21/97
---------
(seal)
<PAGE>
CERTIFICATE OF FOURTH AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF
MICRON TECHNOLOGY, INC.
The undersigned, Steven R. Appleton, Chief Executive Officer
and President and Cathy L. Smith, Corporate Secretary of
Micron Technology, Inc. a Delaware corporation, hereby certify that
the following amendment to the Certificate of Incorporation of Micron
Technology, Inc. has been duly adopted in accordance with Section 242
of the General Corporation Law of the State of Delaware, as amended.
Said amendment was adopted by a resolution of the Board of Directors
on October 27, 1994 which set forth the proposed amendment, declared
its advisability and directed that it be considered at the Company's
Annual Meeting of Shareholders. At the regularly scheduled 1994
Annual Meeting of Shareholders duly held on January 30, 1995, after
due notice thereof in accordance with applicable law, a majority of
the outstanding stock entitled to vote thereon voted in favor of said
amendment. Said amendment as adopted and approved amends paragraph 4
of the Certificate of Incorporation to read as follows:
4. The total number of shares of stock which the
corporation shall have authority to issue is three hundred
million (300,000,000) and the par value of each of
such shares is Ten Cents ($0.10).
IN WITNESS WHEREOF, this Certificate of Fourth Amendment to the
Company's Certificate of Incorporation have been executed this 30th
day of January, 1995.
Steven R. Appleton
-------------------------------
Steven R. Appleton, Chairman,
Chief Executive Officer and
President
Cathy L. Smith
- --------------------------------------
Cathy L. Smith, Corporate Secretary
I, Sherilyn Maxfield, a notary public, do hereby certify
that on this 30th day of January, 1995, personally appeared
before me Steven R. Appleton and Cathy L. Smith who, being by me
first duly sworn, declared that they are the Chairman, Chief Executive
Officer and President and Corporate Secretary, respectively, of
Micron Technology, Inc., that they signed the foregoing document as
Chairman, Chief Executive Officer and President and Corporate
Secretary of the corporation, and that the statements therein
contained are true.
Sherilyn Maxfield
----------------------------
Notary Public
Residing at Ada County
----------------
Commission Expires 10/21/97
---------
(seal)
EXHIBIT 3.7
BYLAWS
OF
MICRON TECHNOLOGY, INC.
ARTICLE I
OFFICES
SECTION 1. The registered office shall be 100 West
Tenth Street, in the City of Wilmington, County of New
Castle, State of Delaware.
SECTION 2. The corporation may also have offices at
such other places both within and without the State of
Delaware as the Board of Directors may from time to time
determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
SECTION 1. All meetings of the stockholders shall
be held at the principal office of the corporation in the
City of Boise, State of Idaho, or at such other place either
within or without the State of Delaware as shall be
designated in the notice of the meeting or in a duly
executed waiver of notice thereof.
SECTION 2. Annual meetings of stockholders shall be
held on such day and such hour as shall be designated from
time to time by the Board of Directors and stated in the
notice of the meeting. At such meeting, the stockholders
shall elect a Board of Directors and transact such other
business as may properly be brought before the meeting.
SECTION 3. Written notice of the annual meeting
stating the place, date and hour of the meeting shall be
given to each stockholder entitled to vote at such meeting
not less than ten nor more than sixty days before the date
of the meeting.
SECTION 4. The officer who has charge of the stock
ledger of the corporation shall prepare and make, at least
ten days before every meeting of stockholders, a complete
list of the stockholders entitled to vote at the meeting,
arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the
<PAGE>
name of each stockholder. Such list shall be open to the
examination of any stockholder, for any purpose germane to
the meeting, during ordinary business hours, for a period of
at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place
shall be specified in the notice of the meeting, or, if not
so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may
be inspected by any stockholder who is present.
SECTION 5. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by
statute or by the Certificate of Incorporation, may be
called by the Board of Directors, the Chairman of the Board,
the president, or by the holders of shares entitled to cast
not less than twenty percent (20%) of the votes at the
meeting. Such request shall state the purpose or purposes
of the proposed meeting.
SECTION 6. Written notice of a special meeting
stating the place, date and hour of the meeting and the
purpose or purposes for which the meeting is called, shall
be given to each stockholder entitled to vote at such
meeting not less than ten nor more than sixty days before
the date of the meeting.
SECTION 7. Business transacted at any special
meeting of stockholders shall be limited to the purposes
stated in the notice.
SECTION 8. The holders of a majority of the stock
issued and outstanding and entitled to vote thereat, present
in person or represented by proxy, shall constitute a quorum
at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the
Certificate of Incorporation. If, however, such quorum
shall not be present or represented at any meeting of the
stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power
to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum shall
be present or represented. At such adjourned meeting at
which a quorum shall be present or represented any business
may be transacted which might have been transacted at the
meeting as originally notified. If the adjournment is for
more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of
record entitled to vote at the meeting.
SECTION 9. When a quorum is present at any meeting,
the vote of the holders of a majority of the stock having
<PAGE>
voting power present in person or represented by proxy shall
decide any question brought before such meeting, unless the
question is one upon which by express provision of the
statutes or of the Certificate of Incorporation, a different
vote is required in which case such express provision shall
govern and control the decision of the question.
SECTION 10. Unless otherwise provided in the
Certificate of Incorporation, each stockholder shall at
every meeting of the stockholders be entitled to one vote in
person or by proxy for each share of the capital stock
having voting power held by such stockholder, regardless of
class, but no proxy shall be voted on or after three years
from its date, unless the proxy provides for a longer
period. Vote may be viva voice or by ballot; provided,
however, that elections for directors must be by ballot upon
demand by a shareholder at the meeting and before the voting
begins.
At all elections of directors of the corporation each
stockholder having voting power shall be entitled to
exercise the right of cumulative voting as provided in the
Certificate of Incorporation.
SECTION 11. Unless otherwise provided in the
Certificate of Incorporation, any action required to be
taken at any annual or special meeting of stockholders of
the corporation, or any action which may be taken at any
annual or special meeting of the stockholders, may be taken
without a meeting, without prior notice and without a vote,
of a consent in writing, setting forth the action so taken,
shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at
which notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be
given to those stockholders who have not consented in
writing.
ARTICLE III
DIRECTORS
SECTION 1. The authorized number of directors of
the corporation shall be nine. The number of directors
provided in this Section 1 may be changed by a Bylaw duly
adopted by the affirmative vote of a majority of the
outstanding shares entitled to vote or by a resolution of
the Board of Directors.
SECTION 2. The directors shall be elected at each
annual meeting of shareholders, but if any such annual
<PAGE>
meeting is not held, or the directors are not elected
thereat, the directors may be elected at any special meeting
of the shareholders held for that purpose. All directors
shall hold office until the expiration of the term for which
elected and until their respective successors are elected,
except in the case of death, resignation or removal of any
director. A director need not be a shareholder.
SECTION 3. Any director may resign effective upon
giving written notice to the Chairman of the Board, the
President, the Secretary or the Board of Directors of the
corporation, unless the notice specifies a late time for the
effectiveness of such resignation. If the resignation is
effective at a future time, a successor may be elected to
take office when the resignation becomes effective.
SECTION 4. The entire Board of Directors or any
individual director may be removed from office, prior to the
expiration of their or his term of office only in the manner
and within the limitations provided by the General
Corporation Law of Delaware.
No reduction of the authorized number of directors
shall have the effect of removing any director prior to the
expiration of such director's term of office.
SECTION 5. A vacancy in the Board of Directors
shall be deemed to exist in case of the death, resignation
or removal of any director, or if the authorized number of
directors be increased, or if the shareholders fail at any
annual or special meeting of shareholders at which any
director or directors are elected to elect the full
authorized number of directors to be voted for at that
meeting.
Vacancies in the Board of Directors may be filled by a
majority of the directors then in office, whether or not
less than a quorum, or by a sole remaining director. Each
director so elected shall hold office until the expiration
of the term for which he was elected and until his successor
is elected at an annual or a special meeting of the
shareholders, or until his death, resignation or removal.
The shareholders may elect a director or directors at
any time to fill any vacancy or vacancies not filled by the
directors. Any such election by written consent shall
require the consent of a majority of the outstanding shares
entitled to vote.
SECTION 6. The business of the corporation shall be
managed by or under the direction of its Board of Directors
which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by statute or by
<PAGE>
the Certificate of Incorporation or these Bylaws directed or
required to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
SECTION 7. The Board of Directors of the
corporation may hold meetings, both regular and special,
either within or without the State of Delaware.
SECTION 8. The first meeting of each newly elected
Board of Directors shall be held at such time and place as
shall be fixed by the vote of the stockholders at the annual
meeting and no notice of such meeting shall be necessary to
the newly elected directors in order legally to constitute
the meeting, provided a quorum shall be present. In the
event of the failure of the stockholders to fix the time or
place of such first meeting of the newly elected Board of
Directors, or in the event such meeting is not held at the
time and place so fixed by the stockholders, the meeting may
be held at such time and place as shall be specified in a
notice given as hereinafter provided for special meetings of
the Board of Directors, or as shall be specified in a
written waiver signed by all of the directors.
SECTION 9. Regular meetings of the Board of
Directors may be held without notice at such time and at
such place as shall from time to time be determined by the
Board.
SECTION 10. Special meetings of the Board may be
called by the president on two days' notice to each
director, either personally or by mail or by telegram;
special meetings shall be called by the president or
secretary in like manner and on like notice on the written
request of the Chairman of the Board or two directors.
SECTION 11. At all meetings of the Board a majority
of the authorized number of directors shall constitute a
quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which
there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided
by statute or by the Certificate of Incorporation. If a
quorum shall not be present at any meeting of the Board of
Directors, the directors present thereat may adjourn the
meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be
present.
SECTION 12. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, any action
required or permitted to be taken at any meeting of the
Board of Directors or of any committee thereof may be taken
without a meeting, if all members of the Board or committee,
<PAGE>
as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of
proceedings of the Board or committee.
SECTION 13. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, members of the
Board of Directors, or any committee designated by the Board
of Directors, may participate in a meeting of the Board of
Directors, or any committee, by means of conference
telephone or similar communications equipment by means of
which all persons participating in the meeting can hear each
other, and such participation in a meeting shall constitute
presence in person at the meeting.
COMMITTEES OF DIRECTORS
SECTION 14. The Board of Directors may, by
resolution passed by a majority of the authorized number of
directors, appoint an executive committee consisting of two
or more of the directors of the corporation. The Board may
designate one or more directors as alternate members of any
committee, who may replace any absent or disqualified member
at any meeting of the committee. The executive committee,
to the extent provided in the resolution of the Board of
Directors and subject to any limitation by statute, shall
have and may exercise all the powers and authority of the
Board of Directors in the management of the business and
affairs of the corporation, and may authorize the seal of
the corporation to be affixed to all papers which may
require it; but it shall not have the power or authority in
reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation,
recommending to the stockholders the sale, lease or exchange
of all or substantially all the corporation's property and
assets, recommending to the stockholders a dissolution of
the corporation or a revocation of a dissolution, or
amending the Bylaws of the corporation; and, unless the
resolution or the Certificate of Incorporation expressly so
provide, it shall not have the power or authority to declare
a dividend or to authorize the issuance of stock.
SECTION 15. The Board of Directors may, by
resolution adopted by a majority of the authorized number of
directors, designate such other committees, each consisting
of 2 or more directors, as it may from time to time deem
advisable to perform such general or special duties as may
from time to time be delegated to any such committee by the
Board of Directors, subject to the limitations imposed by
statute or by the Certificate of Incorporation or by these
Bylaws. The Board may designate one or more directors as
alternate members of any committee, who may replace any
absent member at any meeting of the committee.
<PAGE>
COMPENSATION OF DIRECTORS
SECTION 17. Unless otherwise restricted by the
Certificate of Incorporation or these Bylaws, the Board of
Directors shall have the authority to fix the compensation
of directors. The directors may be paid their expenses, if
any, of attendance of each meeting of the Board of Directors
and may be paid a fixed sum for attendance at each meeting
of the Board of Directors or a stated salary as director.
No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation
therefor. Members of special or standing committees may be
allowed like compensation for attending committee meetings.
ARTICLE IV
NOTICES
SECTION 1. Whenever, under the provisions of the
statutes or of the Certificate of Incorporation or of these
Bylaws, notice is required to be given to any director or
stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail,
addressed to such director or stockholder, at his address as
it appears on the records of the corporation, with postage
thereon prepaid, and such notice shall be deemed to be given
at the time when the same shall be deposited in the United
States mail. Notice to directors may also be given by
telegram.
SECTION 2. Whenever any notice is required to be
given under the provisions of the Delaware statutes or of
the Certificate of Incorporation or of these Bylaws, a
waiver thereof in writing, signed by the person or persons
entitled to said notice, whether before or after the time
stated therein, shall be deemed equivalent thereto.
ARTICLE V
OFFICERS
SECTION 1. The officers of the corporation shall be
chosen by the Board of Directors, and shall be a president,
a vice-president, a secretary, and a treasurer. The Board
of Directors may also choose additional vice-presidents, and
one or more assistant secretaries and assistant treasurers.
Any number of offices may be held by the same person, unless
the Certificate of Incorporation or these Bylaws otherwise
provide.
<PAGE>
SECTION 2. The Board of Directors at its first
meeting after each annual meeting of stockholders shall
choose a president, one or more vice-presidents, a secretary
and a treasurer.
SECTION 3. The Board of Directors may appoint such
other officers and agents as it shall deem necessary who
shall hold their offices for such terms and shall exercise
such powers and perform such duties as shall be determined
from time to time by the Board.
SECTION 4. The salaries of all officers and agents
of the corporation shall be fixed by the Board of Directors.
SECTION 5. The officers of the corporation shall
hold office until their successors are chosen and qualify.
Any officer elected or appointed by the Board of Directors
may be removed at any time by the affirmative vote of a
majority of the Board of Directors. Any vacancy occurring
in any office of the corporation shall be filled by the
Board of Directors.
Any officer may resign at any time by giving written
notice to the corporation. Any such resignation shall take
effect at the date of the receipt of such notice or at any
later time specified therein; and, unless otherwise
specified therein, the acceptance of such resignation shall
not be necessary to make it effective.
THE CHAIRMAN OF THE BOARD
SECTION 6. The Chairman of the Board, if there
shall be such an officer, shall, if present, preside at all
meetings of the Board of Directors, and exercise and perform
such other powers and duties as may be from time to time
assigned to him by the Board of Directors or prescribed by
these Bylaws.
THE PRESIDENT
SECTION 7. Subject to such supervisory powers, if
any, as may be given by the Board of Directors to the
Chairman of the Board, if there be such an officer, the
President shall be the general manager of the corporation
and shall, subject to the control of the Board of Directors,
have general supervision, direction, and control of the
business and officers of the corporation. He shall preside
at all meetings of the shareholders and in the absence of
the Chairman of the Board or if there be none, at all
meetings of the Board of Directors. He shall be ex officio
a member of all the standing committees, including the
executive committee, if any, and shall have the general
powers and duties of management usually vested in the office
of president of a corporation, and shall have such other
powers and duties as may be prescribed by the Board of
Directors or by these Bylaws.
<PAGE>
SECTION 8. He shall execute bonds, mortgages and
other contracts requiring a seal, under the seal of the
corporation, except where required or permitted by law to be
otherwise signed and executed and except where the signing
and execution thereof shall be expressly delegated by the
Board of Directors to some other officer or agent of the
corporation.
THE VICE-PRESIDENTS
SECTION 9. In the absence of the president or in
the event of his inability or refusal to act, the vice-
president (or in the event there be more than one vice-
president, the vice-presidents in the order designated by
the directors, or in the absence of any designation, then in
the order of their election) shall perform the duties of the
president, and when so acting, shall have all the powers of
and be subject to all the restrictions upon the president.
The vice-presidents shall perform such other duties and have
such other powers as the Board of Directors may from time to
time prescribe.
SECRETARY AND ASSISTANT SECRETARY
SECTION 10. The Secretary shall attend all meetings
of the Board of Directors and all meetings of the
stockholders and record all the proceedings of the meetings
of the corporation and of the Board of Directors in a book
to be kept for that purpose and shall perform like duties
for the standing committees when required. He shall give,
or cause to be given, notice of all meetings of the
stockholders and special meetings of the Board of Directors,
and shall perform such other duties as may be prescribed by
the Board of Directors or president, under whose supervision
he shall be placed. He shall have custody of the corporate
seal of the corporation and he, or an assistant secretary,
shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his
signature or by the signature of such assistant secretary.
The Board of Directors may give general authority to any
other officer to affix the seal of the corporation and to
attest the affixing by his signature.
SECTION 11. The assistant secretary, or if there be
more than one, the assistant secretaries in the order
determined by the Board of Directors (or if there be no such
determination, then in the order of their election) shall,
in the absence of the secretary or in the event of his
inability or refusal to act, perform the duties and exercise
the powers of the secretary and shall perform such other
duties and have such other powers as the Board of Directors
may from time to time prescribe.
<PAGE>
THE TREASURER AND ASSISTANT TREASURERS
SECTION 12. The treasurer shall have the custody of
the corporate funds and securities and shall keep full and
accurate accounts of receipts and disbursements in books
belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by
the Board of Directors.
SECTION 13. He shall disburse the funds of the
corporation as may be ordered by the Board of Directors,
taking proper vouchers for such disbursements, and shall
render to the president and the Board of Directors, at its
regular meetings, or when the Board of Directors so
requires, an account of all his transactions as treasurer
and of the financial condition of the corporation.
SECTION 14. If required by the Board of Directors,
he shall give the corporation a bond (which shall be renewed
every six years) in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors
for the faithful performance of the duties of his office and
for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of
all books, papers, vouchers, money and other property of
whatever kind in his possession or under his control
belonging to the corporation.
SECTION 15. If the assistant treasurer, or if there
shall be more than one, the assistant treasurers in the
order determined by the Board of Directors (or if there be
no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of
his inability or refusal to act, perform the duties and
exercise the powers of the treasurer and shall perform such
other duties and have such other powers as the Board of
Directors may from time to time prescribe.
ARTICLE VI
CERTIFICATE OF STOCK
SECTION 1. Every holder of stock in the corporation
shall be entitled to have a certificate, signed by, or in
the name of the corporation by, the chairman or vice-
chairman of the Board of Directors, or the president or a
vice-president and the treasurer or an assistant treasurer,
or the secretary or an assistant secretary of the
corporation, certifying the number of shares owned by him in
the corporation.
<PAGE>
Certificates may be issued for partly paid shares and
in such case upon the face or back of the certificates
issued to represent any such partly paid shares, the total
amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.
If the corporation shall be authorized to issue more
than one class of stock or more than one series of any
class, the powers, designations, preferences and relative,
participating, optional or other special rights of each
class of stock or series thereof and the qualification,
limitations or restrictions of such preferences and/or
rights shall be set forth in full or summarized on the face
or back of the certificate which the corporation shall issue
to represent such class or series of stock, provided that,
except as otherwise provided in section 202 of the General
Corporation Law of Delaware, in lieu of the foregoing
requirements, there may be set forth on the face of back of
the certificate which the corporation shall issue to
represent such class or series of stock, a statement that
the corporation will furnish without charge to each
stockholder who so requests the powers, designations,
preferences and relative, participating, optional or other
special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such
preferences and/or rights.
SECTION 2. Any or all of the signatures on the
certificate may be facsimile. In case any officer, transfer
agent or registrar who has signed or whose facsimile
signature have been placed upon a certificate shall have
ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the
corporation with the same effect as if he were such officer,
transfer agent or registrar at the date of issue.
LOST CERTIFICATES
SECTION 3. The Board of Directors may direct a new
certificate or certificates to be issued in place of any
certificate or certificates theretofore issues by the
corporation alleged to have been lost, stolen or destroyed,
upon the making of an affidavit to that fact by the person
claiming the certificate of stock to be lost, stolen or
destroyed. When authorizing such issue of a new certificate
or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed
certificate or certificates, or his legal representative, to
advertise the same in such manner as it shall require and/or
to give the corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.
<PAGE>
TRANSFER OF STOCK
SECTION 4. Upon surrender to the corporation or the
transfer agent of the corporation of a certificate for
shares duly endorsed or accompanied by proper evidence of
succession, assignation or authority to transfer, it shall
be the duty of the corporation to issue a new certificate to
the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
FIXING RECORD DATE
SECTION 5. In order that the corporation may
determine the stockholders entitled to notice of or to vote
at any meeting of stockholders or any adjournment thereof,
or to express consent to corporate action in writing without
a meeting, or entitled to receive payment of any dividend or
other distribution or allotment of any rights, or entitled
to exercise any rights in respect of any change, conversion
or exchange of stock or for the purpose of any other lawful
action, the Board of Directors may fix, in advance, a record
date, which shall not be more than sixty nor less than ten
days before the date of such meeting, nor more than sixty
days prior to any such other action. A determination of
shareholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors
may fix a new record date for the adjourned meeting.
REGISTERED STOCKHOLDERS
SECTION 6. The corporation shall be entitled to
recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends and to
vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or
other claim to or interest in such share or shares on the
part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise
provided by the laws of Delaware.
SECTION 7. The accounting books and records, and
minutes of proceedings of the shareholders and the Board of
Directors and committees of the Board shall be open to
inspection upon written demand made upon the corporation by
any shareholder or the holder of a voting trust certificate,
at any reasonable time during usual business hours, for a
purpose reasonably related to his interest as a shareholder,
or as the holder of such voting trust certificate. The
record of shareholders shall also be open to inspection by
any shareholder or holder of a voting trust certificate at
any time during usual business hours upon written demand on
<PAGE>
the corporation, for a purpose reasonably related to such
holder's interest as a shareholder or holder of a voting
trust certificate. Such inspection may be made in person or
by an agent or attorney, and shall include the right to copy
and to make extracts.
ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
SECTION 1. Dividends upon the capital stock of the
corporation, subject to the provision of the Certificate of
Incorporation, if any, may be declared by the Board of
Directors at any regular or special meeting, pursuant to
law. Dividends may be paid in cash, in property, or in
shares of the capital stock, subject to the provisions of
the Certificate of Incorporation.
SECTION 2. Before payment of any dividend, there
may be set aside out of funds of the corporation available
for dividends such sum or sums as the directors from time to
time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing
dividends, or for repairing or maintaining any property of
the corporation, or for such other purpose as the directors
shall think conducive to the interest of the corporation,
and the directors may modify or abolish any such reserve in
the manner in which it was created.
CHECKS
SECTION 3. All checks or demands for money and
notes of the corporation shall be signed by such officer or
officers or such other person or persons as the Board of
Directors may from time to time designate.
FISCAL YEAR
SECTION 4. The fiscal year of the corporation shall
be fixed by resolution of the Board of Directors.
SEAL
SECTION 5. The corporate seal shall have inscribed
thereon the name of the corporation, the year of its
organization and the words "Corporate Seal, Delaware." The
seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
<PAGE>
INDEMNIFICATION
SECTION 6. The corporation shall indemnify its
officers, directors, employees and agents to the extent
permitted by the General Corporation Law of Delaware.
ARTICLE VIII
AMENDMENTS
SECTION 1. These Bylaws may be altered, amended or
repealed or new Bylaws may be adopted by the stockholders or
by the Board of Directors at any regular meeting of the
stockholders or of the Board of Directors or at any special
meeting of the stockholders or the Board of Directors if
notice of such alteration, amendment, repeal or adoption of
new Bylaws be contained in the notice of such special
meeting. If the power to adopt, amend or repeal Bylaws is
conferred upon the Board of Directors by the Certificate of
Incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal Bylaws.
I, Nancy A. Stanger, the secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify:
The foregoing bylaws, comprising 14 pages, were adopted
as the bylaws of Micron Technology on May 21, 1984.
DATED: May 25 , 19 84
----------------------- ----
Nancy A. Stanger
-----------------
Nancy A. Stanger
SEAL
<PAGE>
CERTIFICATE OF FIRST AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
We, the undersigned, being the President and Secretary,
respectively, of MICRON TECHNOLOGY, INC., a corporation
organized and existing under the laws of the State of
Delaware, do hereby certify that a meeting of the Board of
Directors of this Corporation was held on December 17, 1984
and an amendment to the Bylaws of MICRON TECHNOLOGY, INC.
was unanimously adopted.
The amendment adopted was pursuant to a Resolution
reading as follows:
RESOLVED: The Board hereby approves that the second
paragraph of Article II Section 10 of the Bylaws of the
Company be amended to read as follows:
"At all elections of directors of the
corporation each stockholder having voting power
shall be entitled to exercise the right of
cumulative voting as provided in the Certificate
of Incorporation. However, no stockholder shall
be entitled to cumulate votes for a candidate or
candidates unless such candidate's name or
candidate's names have been placed in nomination
prior to the voting and a stockholder has given
notice at the meeting prior to the voting of the
stockholder's intention to cumulate votes. If any
stockholder has given such notice, all
stockholders may cumulate their votes for
candidates in nomination."
IN WITNESS WHEREOF, we have hereunto set our hands and
the seal of the Corporation this 5th day of July ,
------ --------
19 85 .
---
MICRON TECHNOLOGY, INC.
BY: Joseph L. Parkinson
------------------------------
Joseph L. Parkinson, President
(SEAL) BY: Cathy L. Smith
------------------------------
Cathy L. Smith, Secretary
<PAGE>
STATE OF IDAHO )
) ss.
County of Ada )
On this 5th day of July , 19 85 , before me, the
------ --------- ---
undersigned, personally appeared JOSEPH L. PARKINSON and
CATHY L. SMITH, known to me to be the President and
Secretary, respectively, of MICRON TECHNOLOGY, INC., the
corporation that executed the instrument or the persons who
executed the instrument on behalf of said corporation, and
acknowledged to me that such corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal in said County the day and year
first above written.
Jill L. Henson
-----------------------
Notary Public for Idaho
Residing at Boise
-----------
<PAGE>
CERTIFICATE OF SECOND AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on March 3, 1986:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
ten. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the corporate seal of said corporation effective as
of the 3rd day of March, 1986.
--- -----
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE THIRD AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on November 24, 1986:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
nine. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
24th day of November, 1986.
- ---- --------
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF FOURTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on September 28, 1987:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
eight. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
28th day of September, 1987.
- ---- ---------
Cathy L. Smith
--------------
Cathy L. Smith
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF FIFTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on March 28, 1988:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
nine. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
28th day of March, 1988.
- ---- -----
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF SIXTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on October 3, 1988:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
ten. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
17th day of October, 1988.
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF SEVENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on September 25, 1989:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
nine. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
28th day September, 1989.
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF EIGHTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on October 30, 1989:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
eight. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
30th day of October, 1989.
Cathy L. Smith
---------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF NINTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on August 27, 1990:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
nine. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
27th day of August, 1990.
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF TENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on September 24, 1990:
RESOLVED: Article III, Section 1 of the
Bylaws of this corporation are hereby amended to
read as follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
ten. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
24th day of September, 1990.
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF ELEVENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron
Technology, Inc., a Delaware corporation, hereby certify
that the following resolution was adopted by the Board of
Directors on July 27, 1992:
RESOLVED: Article III Section 1 of the
Bylaws of this corporation are hereby amended to read as
follows:
SECTION 1. The authorized number
of directors of the Corporation shall be
eight. The number of directors provided
in this Section 1 may be changed by a
Bylaw duly adopted by the affirmative
vote of a majority of the outstanding
shares entitled to vote or by a
resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed
the corporate seal of said corporation effective as of the
27th day of July, 1992.
Cathy L. Smith
--------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF TWELFTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc.
a Delaware corporation, hereby certify that the following resolution
was adopted by the Board of Directors on May 23, 1994:
RESOLVED: Article III, Section I of the Bylaws of this
corporation are hereby amended to read as follows:
SECTION I. The authorized number of directors of the
Corporation shall be ten. The number of directors provided
in this Section I may be changed by a Bylaw duly adopted by
the affirmative vote of a majority of the outstanding shares
entitled to vote or by a resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed the
corporate seal of said corporation effective as of the 23rd day of
May, 1994.
Cathy L. Smith
-------------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF THIRTEENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron Technology, Inc.
a Delaware corporation, hereby certify that the following resolution
was adopted by the Board of Directors on September 1, 1994:
RESOLVED: Article III, Section I of the Bylaws of this
corporation are hereby amended to read as follows:
SECTION I. The authorized number of directors of the
Corporation shall be eleven. The number of directors provided
in this Section I may be changed by a Bylaw duly adopted by
the affirmative vote of a majority of the outstanding shares
entitled to vote or by a resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed the
corporate seal of said corporation effective as of the 1st day of
September, 1994.
Cathy L. Smith
-------------------
Corporate Secretary
(SEAL)
<PAGE>
CERTIFICATE OF FOURTEENTH AMENDMENT
TO THE BYLAWS OF
MICRON TECHNOLOGY, INC.
I, Cathy L. Smith, Corporate Secretary of Micron Technology,
Inc. a Delaware corporation, hereby certify that the following
resolution was adopted by the Board of Directors on October 27,
1994:
RESOLVED: Article III, Section I of the Bylaws of this
corporation are hereby amended to read as follows:
SECTION I. The authorized number of directors of the
Corporation shall be ten. The number of directors provided
in this Section I may be changed by a Bylaw duly adopted by
the affirmative vote of a majority of the outstanding shares
entitled to vote or by a resolution of the Board of Directors.
IN WITNESS WHEREOF, I hereunto set my hand and affixed the
corporate seal of said corporation effective as of the 27th day of
October, 1994.
Cathy L. Smith
-------------------
Corporate Secretary
(SEAL)
EXHIBIT 10.110
MICRON TECHNOLOGY, INC.
1994 STOCK OPTION PLAN
1. Purposes of the Plan. The purposes of this Stock
Option Plan are:
* to attract and retain the best available personnel for
positions of substantial responsibility,
* to provide additional incentive to Employees and
Consultants, and
* to promote the success of the Company's business.
Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at
the time of grant.
2. Definitions. As used herein, the following definitions
shall apply:
(a) "Administrator" means the Board or any of its
Committees as shall be administering the Plan, in accordance with
Section 4 of the Plan.
(b) "Applicable Laws" means the legal requirements
relating to the administration of stock option plans under
Delaware corporate and securities laws and the Code.
(c) "Board" means the Board of Directors of the
Company.
(d) "Change in Control" means the acquisition by any
person or entity, directly, indirectly or beneficially, acting
alone or in concert, of more than thirty-five percent (35%) of
the Common Stock of the Company outstanding at any time.
(e) "Code" means the Internal Revenue Code of 1986, as
amended.
(f) "Committee" means a Committee appointed by the
Board in accordance with Section 4 of the Plan.
(g) "Common Stock" means the Common Stock of the
Company.
(h) "Company" means Micron Technology, Inc., a
Delaware corporation.
(i) "Consultant" means any person, including an
advisor, engaged by the Company or a Parent or Subsidiary to
render services and who is compensated for such services. The
term "Consultant" shall not include Directors who are paid only a
director's fee by the Company or who are not compensated by the
Company for their services as Directors.
1
<PAGE>
(j) "Continuous Status as and Employee or Consultant"
means that the employment or consulting relationship with the
Company, any Parent, or Subsidiary, is not interrupted or
terminated. Continuous Status as an Employee or Consultant shall
not be considered interrupted in the case of (i) any leave of
absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any
Subsidiary, or any successor. A leave of absence approved by the
Company shall include sick leave, military leave, or any other
personal leave approved by an authorized representative of the
Company. For purposes of Incentive Stock Options, no such leave
may exceed 90 days, unless reemployment upon expiration of such
leave is guaranteed by statute or contract. If reemployment upon
expiration of a leave of absence approved by the Company is not
so guaranteed, on the 91st day of such leave any Incentive Stock
Option held by the Optionee shall cease to be treated as an
Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option.
(k) "Director" means a member of the Board.
(l) "Disability" means total and permanent disability
as defined in Section 22(e)(3) of the Code.
(m) "Employee" means any person, including Officers
and Directors, employed by the Company or any Parent or
Subsidiary of the Company. Neither service as a Director nor
payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.
(n) "Exchange Act" means the Securities Exchange Act
of 1934, as amended.
(o) "Fair Market Value" means, as of any date, the
value of Common Stock determined as follows:
(i) If the Common Stock is listed on any
established stock exchange, including without limitation the New
York Stock Exchange ("NYSE"), or a national market system, the
Fair Market Value of a Share of Common Stock shall be the average
closing price for such stock (or the closing bid, if no sales
were reported) as quoted on such exchange or system (or the
exchange with the greatest volume of trading in Common Stock) for
the five business days preceding the day of determination, as
reported in the The Wall Street Journal or such other source as
the Administrator deems reliable;
(ii) If the Common Stock is quoted on the over-the-
counter market or is regularly quoted by a recognized securities
dealer, but selling prices are not reported, the Fair Market
Value of a Share of Common Stock shall be the mean between the
high bid and low asked prices for the Common Stock on the last
market trading day prior to the day of determination, as reported
in The Wall Street Journal or such other source as the
Administrator deems reliable;
(iii) In the absence of an established market
for the Common Stock, the Fair Market Value shall be determined
in good faith by the Administrator.
2
<PAGE>
(p) "Incentive Stock Option" means an Option intended
to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated
thereunder.
(q) "Nonstatutory Stock Option" means an Option not
intended to qualify as an Incentive Stock Option.
(r) "Notice of Grant" means a written notice
evidencing certain terms and conditions of an individual Option
grant. The Notice of Grant is subject to the terms and
conditions of the Option Agreement.
(s) "Officer" means a person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and
the rules and regulations promulgated thereunder.
(t) "Option" means a stock option granted pursuant to
the Plan.
(u) "Option Agreement" means a written agreement
between the Company and an Optionee evidencing the terms and
conditions of an individual Option grant. The Option Agreement
is subject to the terms and conditions of the Plan.
(v) "Option Exchange Program" means a program whereby
outstanding options are surrendered in exchange for options with
a lower exercise price.
(w) "Optioned Stock" means the Common Stock subject to
an Option.
(x) "Optionee" means an Employee or Consultant who
holds an outstanding Option.
(y) "Parent" means a "parent corporation", whether now
or hereafter existing, as defined in Section 424(e) of the Code.
(z) "Plan" means this 1994 Option Plan.
(aa) "Rule 16b-3" means Rule 16b-3 of the Exchange Act
or any successor to Rule 16b-3, as in effect when discretion is
being exercised with respect to the Plan.
(bb) "Share" means a share of the Common Stock, as
adjusted in accordance with Section 12 of the Plan.
(cc) "Subsidiary" means a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 424(f)
of the Code. In the case of an Option that is not intended to
qualify as an Incentive Stock Option, the term "Subsidiary" shall
also include any other entity in which the Company, or any Parent
or Subsidiary of the Company has a significant ownership
interest.
3
<PAGE>
3. Stock Subject to the Plan. Subject to the provisions
of Section 12 of the Plan, the maximum aggregate number of Shares
which may be optioned and sold under the Plan is 2,000,000
Original Shares. The Shares may be authorized, but unissued, or
reacquired Common Stock.
If an Option expires or becomes unexercisable without having
been exercised in full, or is surrendered pursuant to an Option
Exchange Program, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under the
Plan (unless the Plan has terminated); provided, however, that
Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future
distribution under the Plan.
4. Administration of the Plan.
(a) Procedure.
(i) Multiple Administrative Bodies. If permitted
by Rule 16b-3, the Plan may be administered by different bodies
with respect to Directors, Officers who are not Directors, and
Employees who are neither Directors nor Officers.
(ii) Administration With Respect to Directors and
Officers Subject to Section 16(b). With respect to Option grants
made to Employees who are also Officers or Directors subject to
Section 16(b) of the Exchange Act, the Plan shall be administered
by (A) the Board, if the Board may administer the Plan in
compliance with the rules governing a plan intended to qualify as
a discretionary plan under Rule 16b-3, or (B) a committee
designated by the Board to administer the Plan, which committee
shall be constituted to comply with the rules governing a plan
intended to qualify as a discretionary plan under Rule 16b-3.
Once appointed, such committee shall continue to serve in its
designated capacity until otherwise directed by the Board. From
time to time the Board may increase the size of the Committee and
appoint additional members, remove members (with or without
cause) and substitute new members, fill vacancies (however
caused), and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by the
rules governing a plan intended to qualify as a discretionary
plan under Rule 16b-3.
(iii) Administration With Respect to Other
Persons. With respect to Option grants made to Employees or
Consultants who are neither Directors nor Officers of the
Company, the Plan shall be administered by (A) the Board or (B) a
committee designated by the Board, which committee shall be
constituted to satisfy Applicable Laws. Once appointed, such
Board may increase the size of the Committee and appoint
additional members, remove members (with or without cause) and
substitute new members, fill vacancies (however caused), and
remove all members of the Committee and thereafter directly
administer the Plan, all to the extent permitted by Applicable
Laws.
(b) Powers of the Administrator. Subject to the
provisions of the Plan, and in the case of a Committee, subject
to the specific duties delegated by the Board to such Committee,
the Administrator shall have the authority, in its discretion:
4
<PAGE>
(i) to determine the Fair Market Value of the
Common Stock, in accordance with Section 2(o) of the Plan;
(ii) to select the Consultants and Employees to
whom Options may be
granted hereunder;
(iii) to determine whether and to what extent
Options are granted hereunder;
(iv) to determine the number of shares of Common
Stock to be covered by each Option granted hereunder;
(v) to approve forms of agreement for use under
the Plan;
(vi) to determine the terms and conditions, not
inconsistent with the terms of the Plan, of any award granted
hereunder. Such terms and conditions include, but are not
limited to, the exercise price, the time or times when Options
may be exercised (which may be based on performance criteria),
any vesting acceleration or waiver of forfeiture restrictions,
and any restriction or limitation regarding any Option or the
shares of Common Stock relating thereto, based in each case on
such factors as the Administrator, in its sole discretion, shall
determine;
(vii) to reduce the exercise price of any
Option to the then current Fair Market Value if the Fair Market
Value of the Common Stock covered by such Option shall have
declined since the date the Option was granted;
(viii) to construe and interpret the terms of
the Plan and awards granted pursuant to the Plan;
(ix) to prescribe, amend, and rescind rules and
regulations relating to the Plan, including rules and regulations
relating to sub-plans established for the purpose of qualifying
for preferred tax treatment under foreign tax laws;
(x) to modify or amend each Option (subject to
Section 14(c) of the Plan), including the discretionary authority
to extend the post-termination exercisability period of Options
longer than is otherwise provided for in the Plan;
(xi) to authorize any person to execute on behalf
of the Company any instrument required to effect the grant of an
Option previously granted by the Administrator;
(xii) to institute and Option Exchange
Program; and
(xiii) to make all other determinations deemed
necessary or advisable for administering the Plan.
5
<PAGE>
(c) Effect of Administrator's Decision. The
Administrator's decisions, determinations, and interpretations
shall be final and binding on all Optionees and any other holders
of Options.
5. Eligibility. Nonstatutory Stock Options may be granted
to Employees and Consultants. Incentive Stock Options may be
granted only to Employees. If otherwise eligible, an Employee or
Consultant who has been granted an Option may be granted
additional Options.
6. Limitations.
(a) Each Option shall be designated in the Notice of
Grant as either an Incentive Stock Option or a Nonstatutory Stock
Option. However, notwithstanding such designations, to the
extent that the aggregate Fair Market Value:
(i) of Shares subject to an Optionee's Incentive
Stock Options granted by the Company or any Parent or Subsidiary,
which
(ii) become exercisable for the first time during
any calendar year (under all plans of the Company or any Parent
or Subsidiary) exceeds $100,000, such excess Options shall be
treated as Nonstatutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account
in the order in which they were granted, and the Fair Market
Value of the Shares shall be determined as of the time of grant.
(b) Neither the Plan nor any Option shall confer upon
an Optionee any right with respect to continuing the Optionee's
employment or consulting relationship with the Company, nor shall
they interfere in any way with the Optionee's right or the
Company's right to terminate such employment or consulting
relationship at any time, with or without cause.
(c) The following limitations shall apply to grants of
Options to Employees:
(i) No employee shall be granted, in any fiscal
year of the Company, Options to purchase more than 250,000
Shares.
(ii) The foregoing limitations shall be adjusted
proportionately in connection with any change in the Company's
capitalization as described in Section 12.
(iii) If an Option is canceled in the same
fiscal year of the Company in which it was granted (other than in
connection with a transaction described in Section 12), the
canceled Option will be counted against the limit set forth in
Section 6(c)(i). For this purpose, if the exercise price of an
Option is reduced, the transaction will be treated as a
cancellation of the Option and the grant of a new Option.
7. Term of Plan. Subject to Section 18 of the Plan, the
Plan shall become effective upon the earlier to occur of its
adoption by the Board or its approval by the shareholders of the
Company as described in Section 18 of the Plan. It shall
continue in effect for a term of ten (10) years unless terminated
earlier under Section 14 of the Plan.
6
<PAGE>
8. Term of Option. The term of each Option shall be
stated in the Notice of Grant; provided, however, that in the
case of an Incentive Stock Option, the term shall be ten (10)
years from the date of grant or such shorter term as may be
provided in the Notice of Grant. Moreover, in the case of an
Incentive Stock Option granted to an Optionee who, at the time
Incentive Stock Option is granted, owns stock representing more
than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the
Incentive Stock Option shall be five (5) years from the date of
grant or such shorter term as may be provided in the Notice of
Grant.
9. Option Exercise Price and Consideration.
(a) Exercise Price. The per share exercise price for
the Shares to be issued pursuant to exercise of an Option shall
be determined by the Administrator, subject to the following:
(i) In the case of an Incentive Stock Option
(A) granted to an Employee who, at the time
the Incentive Stock Option is granted, owns stock representing
more than ten percent (10%) of the voting power of all classes of
stock of the Company or Parent or Subsidiary, the per Share
exercise price shall be no less than 110% of the Fair Market
Value per Share on the date of grant.
(B) granted to any Employee other than an
Employee described in paragraph (A) immediately above, the per
Share exercise price shall be no less than 100% of the Fair
Market Value per Share on the date of grant.
(ii) In the case of a Nonstatutory Stock Option,
the per Share exercise price shall be determined by the
Administrator.
(b) Waiting Period and Exercise Dates. At the time an
Option is granted, the Administrator shall fix the period within
which the Option may be exercised and shall determine any
conditions which must be satisfied before the Option may be
exercised. In doing so, the Administrator may specify that an
Option may not be exercised until the completion of a service
period.
(c) Form of Consideration. The Administrator shall
determine the acceptable form of consideration for exercising an
Option, including the method of payment. In the case of an
Incentive Stock Option, the Administrator shall determine the
acceptable form of consideration at the time of grant. Such
consideration may consist entirely of:
(i) cash;
(ii) check;
(iii) promissory note;
7
<PAGE>
(iv) other Shares which (A) in the case of Shares
acquired upon exercise of an option, have been owned by the
Optionee for more than six months on the date of surrender, and
(B) have a Fair Market Value on the date of surrender equal to
the aggregate exercise price of the Shares as to which said
Option shall be exercised;
(v) delivery of a properly executed exercise
notice together with such other documentation as the
Administrator and the broker, if applicable, shall require to
effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price;
(vi) a reduction in the amount of any Company
liability to the Optionee, including any liability attributable
to the Optionee's participation in any Company-sponsored deferred
compensation program or arrangement;
(vii) any combination of the foregoing methods
of payment; or
(viii) such other consideration and method of
payment for the issuance of Shares to the extent permitted by
Applicable Laws.
10. Exercise of Option.
(a) Procedure for Exercise; Rights as a Shareholder.
Any Option granted thereunder shall be exercisable according to
the terms of the Plan and at such times and under such conditions
as determined by the Administrator and set forth in the Option
Agreement.
An Option may not be exercised for a fraction of a
Share.
An Option shall be deemed exercised when the
Company receives: (i) written notice of exercise (in accordance
with the Option Agreement) from the person entitled to exercise
the Option, and (ii) full payment for the Shares with respect to
which the Option is exercised. Full payment may consist of any
consideration and method of payment authorized by the
Administrator and permitted by the Option Agreement and the Plan.
Shares issued upon exercise of an Option shall be issued in the
name of the Optionee or, if requested by the Optionee, in the
name of the Optionee and his or her spouse. Until the stock
certificate evidencing such Shares is issued (as evidenced by the
appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or
receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be
issued) such stock certificate, either in book entry form or in
certificate form, promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued,
except as provided in Section 12 of the Plan.
Exercising an Option in any manner shall decrease
the number of Shares thereafter available, both for purposes of
the Plan and for sale under the Option, by the number of Shares
as to which the Option is exercised.
8
<PAGE>
(b) Termination of Employment or Consulting
Relationship. Upon termination of an Optionee's Continuous
Status as an Employee or Consultant, other than upon the
Optionee's death or Disability, the Optionee may exercise his or
her Option, but only within such period of time as is specified
in the Notice of Grant, and only to the extent that the Optionee
was entitled to exercise it as the date of termination (but in no
event later than the expiration of the term of such Option as set
forth in the Notice of Grant). In the absence of a specified
time in the Notice of Grant, the Option shall remain exercisable
for 30 days following the Optionee's termination of Continuous
Status as an Employee or Consultant. In the case of an Incentive
Stock Option, such period of time shall not exceed thirty (30)
days from the date of termination. If, at the date of
termination, the Optionee is not entitled to exercise his or her
entire Option, the Shares covered by the unexercisable portion of
the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time
specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.
(c) Disability of Optionee. In the event that an
Optionee's Continuous Status as an Employee or Consultant
terminates as a result of the Optionee's Disability, the Optionee
may exercise his or her Option at any time within twelve (12)
months from the date of such termination, but only to the extent
that the Optionee was entitled to exercise it at the date of such
termination (but in no event later than the expiration of the
term of such Option as set forth in the Notice of Grant). If, at
the date of termination, the Optionee does not exercise his or
her entire Option, the Shares covered by the unexercisable
portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her option
within the time specified herein, the Option shall terminate, and
the Shares covered by such Option shall revert to the Plan.
(d) Death of Optionee. In the event of the death of
an Optionee, the Option may be exercised at any time within
twelve (12) months following the date of death (but in no event
later than the expiration of the term of such Option as set forth
in the Notice of Grant), by the Optionee's estate or by a person
who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent that the Optionee was
entitled to exercise the Option at the date of death. If, at any
time of death, the Optionee was not entitled to exercise his or
her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert to the Plan. If,
after death, the Optionee's estate or a person who acquired the
right to exercise the Option by bequest or inheritance does not
exercise the Option within the time specified herein, the Option
shall terminate, and the Shares covered by such Option shall revert
to the Plan.
(e) Rule 16b-3. Options granted to individuals
subject to Section 16 of the Exchange Act ("Insiders") must
comply with the applicable provisions of Rule 16b-3 and shall
contain such additional conditions or restrictions as may be
required thereunder to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions.
(f) Suspension. Any Optionee who is also a
participant in the Retirement at Micron ("RAM") Section 401(k)
Plan and who requests and receives a hardship distribution from
the RAM Plan, is prohibited from making, and must suspend, his or
her employee elective contributions and employee contributions
including, without limitation on the foregoing, the
9
<PAGE>
exercise of any Option granted from the date of receipt by that
employee of the RAM hardship distribution.
11. Non-Transferability of Options. An Option may not be
sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by laws of descent or
distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.
12. Adjustments Upon Changes in Capitalization,
Dissolution, Merger, or Asset Sale.
(a) Changes in Capitalization. Subject to any
required action by the shareholders of the Company, the number of
shares of Common Stock covered by each outstanding Option, and
the number of issued shares of Common Stock which have been
authorized for issuance under the Plan but as to which no Options
have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, as well as the
price per share of Common Stock covered by each such outstanding
Option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock or any other
increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been "effected without
receipt of consideration." Such adjustment shall be made by the
Board, whose determination in that respect shall be final,
binding, and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject
to an Option.
(b) Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, to the extent
that an Option has not been previously exercised, it will
terminate immediately prior to the consummation of such proposed
action. The Board may, in the exercise of its sole discretion in
such instances, declare that any Option shall terminate as of a
date fixed by the Board and give each Optionee the right to
exercise his or her Option as to all or any part of the Optioned
stock, including Shares as to which the Option would not
otherwise be exercisable.
(c) Merger or Asset Sale. In the event of a merger of
the Company with or into another corporation, or the sale of
substantially all of the assets of the Company, each outstanding
Option may be assumed or an equivalent option or right may be
substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. The Administrator may,
in lieu of such assumption or substitution, provide for the
Optionee to have the right to exercise the Option as to all or a
portion of the Optioned Stock, including Shares as to which it
would not otherwise be exercisable. If the Administrator makes
an Option exercisable in lieu of assumption or substitution in
the event of a merger or sale of assets, the Administrator shall
notify the Optionee that the Option shall be fully exercisable
for a period of thirty (30) days from the date of such notice,
and the Option will terminate upon the expiration of such period.
For the purposes of this paragraph, the Option shall be
considered assumed if, following the merger or
10
<PAGE>
sale of assets, the option or right confers the right to purchase,
for each Share of Optioned Stock subject to the Option immediately
prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger
or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a
choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the merger or
sale of assets was not solely common stock of the successor
corporation or its Parent, the Administrator may, with the
consent of the successor corporation, provide for the
consideration to be received upon the exercise of the Option, for
each Share of Optioned Stock subject to the Option, to be solely
common stock of the successor corporation or its Parent equal in
fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.
(d) Change in Control. In the event of a Change in
Control, the unexercised portion of the Option shall become
immediately exercisable, to the extent such acceleration does not
disqualify the Plan, or cause an Incentive Stock Option to be
treated as a Nonstatutory Stock Option without the consent of the
Optionee.
13. Date of Grant. The date of grant of an Option shall
be, for all purposes, the date on which the Administrator makes
the determination granting such Option, or such other later date
as is determined by the Administrator. Notice of the
determination shall be provided to each Optionee within a
reasonable time after the date of such grant.
14. Amendment and Termination of the Plan.
(a) Amendment and Termination. The Board may at any
time amend, alter, suspend, or terminate the Plan.
(b) Shareholder Approval. The Company shall obtain
shareholder approval of any Plan amendment to the extent
necessary and desirable to comply with Rule 16b-3 or with Section
422 of the Code (or any successor rule or statute or other
applicable law, rule, or regulation, including the requirements
of any exchange or quotation system on which the Common Stock is
listed or quoted). Such shareholder approval, if required, shall
be obtained in such a manner and to such a degree as is required
by the applicable law, rule, or regulation.
(c) Effect of Amendment or Termination. No amendment,
alteration, suspension, or termination of the Plan shall impair
the rights of any Optionee, unless mutually agreed otherwise
between the Optionee and the Administrator, which agreement must
be in writing and signed by the Optionee and the Company.
15. Conditions Upon Issuance of Shares.
(a) Legal Compliance. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such
Option and the issuance and delivery of such Shares shall comply
with all relevant provisions of law, including, without
limitation, the Securities Act of 1933, as amended, the Exchange
Act, the rules and regulations promulgated thereunder,
11
<PAGE>
Applicable Laws, and the requirements of any stock exchange or quotation
system upon which the Shares may then be listed or quoted, and
shall be further subject to the approval of counsel for the
Company with respect to such compliance.
(b) Investment Representations. As a condition to the
exercise of an Option, the Company may require the person
exercising such Option to represent and warrant at the time of
any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or
distribute such Shares if, in the opinion of counsel for the
Company, such a representation is required.
16. Liability of Company.
(a) Inability to Obtain Authority. The inability of
the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel
to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such
requisite authority shall not have been obtained.
(b) Grants Exceeding Allotted Shares. If the Optioned
Stock covered by an Option exceeds, as of the date of grant, the
number of Shares which may be issued under the Plan without
additional shareholder approval, such Option shall be void with
respect to such excess Optioned Stock, unless shareholder
approval of an amendment sufficiently increasing the number of
shares subject to the Plan is timely obtained in accordance with
Section 14(b) of the Plan.
17. Reservation of Shares. The Company, during the term of
this Plan, will at all times reserve and keep available such
number of Shares as shall be sufficient to satisfy the
requirements of the Plan.
18. Shareholder Approval. Continuance of the Plan shall be
subject to approval by the shareholders of the Company within
twelve (12) months before or after the date the Plan is adopted.
Such shareholder approval shall be obtained in the manner and to
the degree required under applicable federal and Delaware law.
Revised 06/14/95
12
EXHIBIT 10-111
MICRON TECHNOLOGY, INC.
EXECUTIVE BONUS PLAN
(As adopted and effective November 28, 1994)
1. PURPOSE
The Micron Technology, Inc. Executive Bonus Plan (the
"Plan") is designed to attract, retain, and reward highly
qualified executives who are important to the Company's success
and to provide incentives relating directly to the financial
performance and long-term growth of the Company.
2. DEFINITIONS
(a) Bonus - The cash incentive awarded to an Executive Officer
or Key Employee pursuant to terms and conditions of the Plan.
(b) Board - The Board of Directors of Micron Technology, Inc.
(c) Change in Control - The acquisition by any person or
entity, directly, indirectly, or beneficially, acting alone or in
concert, of more than thirty-five percent (35%) of the Common
Stock of Micron Technology, Inc., at any time outstanding.
(d) Code - The Internal Revenue Code of 1986, as amended.
(e) Committee - The Compensation Committee of the Board, or
such other committee of the Board that is designated by the Board
to administer the Plan, in compliance with requirements of
Section 162(m) of the Code.
(f) Company - Micron Technology, Inc., and any other
corporation in which Micron Technology, Inc., controls, directly
or indirectly, fifty percent (50%) or more of the combined voting
power of all classes of voting securities.
(g) Executive - An Executive Officer or Key Employee of the
Company.
(h) Executive Officer - Any officer of the Company subject to
the reporting requirements of Section 16 of the Securities and
Exchange Act of 1934 ("Exchange Act").
(i) Key Employee - Any employee of the Company as may be
designated by the Committee.
(j) Plan - The Micron Technology, Inc., Executive Bonus Plan.
3. ELIGIBILITY
Only Executives are eligible for participation in the Plan.
4. ADMINISTRATION
The awards under the Plan shall be based on the profits of
the Company as determined by the Company's consolidated after-tax
net profits. The Committee shall administer the Plan and shall
have full power and authority to construe, interpret, and
administer the Plan necessary to comply with the requirements of
Section 162(m) of the Code. The Committee's decisions shall be
final, conclusive, and binding upon all persons. The Committee
shall certify in writing prior to commencement of payment of the
bonus that the performance goal or goals under which the bonus is
to be paid has or have been achieved. The Committee in its sole
1
<PAGE>
discretion has the authority to reduce the amount of a bonus
otherwise payable to Executives upon attainment of the
performance goal established for a fiscal year. At the beginning
of each fiscal year consistent with the requirements of Section
162(m), the Committee shall: (i) determine the percentage or
other amount related to the Company's profits available for award
under the Plan; (ii) determine the Executive Officers and Key
Employees eligible to participate in the Plan for the fiscal
year; and (iii) determine each Executive's bonus based on the
Company's profits for the fiscal year; and (iv) determine the
frequency at which each bonus will be paid when attained.
The maximum bonus amount that can be paid to any executive
with respect to any one fiscal year results cannot exceed the
greater of $2,000,000 or two percent (2%) of the Company's
consolidated after-tax net profits.
In the event of a Change in Control, any bonuses earned but
not yet paid under the Plan shall be immediately payable. If the
Executive ceases to be employed by the Company or by any of its
subsidiaries, any unpaid bonuses shall be paid in accordance with
the Executive's termination agreement, and as otherwise
determined by the Committee. Unpaid bonuses may also be canceled
at the discretion of the Committee.
The Committee may amend, modify, suspend, or terminate the
Plan for the purpose of meeting or addressing any changes in
legal requirements or for any other purpose permitted by law. The
Committee will seek shareholder approval of any amendment
determined to require shareholder approval or advisable under the
regulations of the Internal Revenue Service or other applicable
law or regulation.
5. NONASSIGNABILITY
No Bonus or any other benefit under the Plan shall be
assignable or transferable by the participant during the
participant's lifetime.
6. NO RIGHT TO CONTINUED EMPLOYMENT
Nothing in the Plan shall confer upon any employee any right
to continue in the employ of the Company or shall interfere with
or restrict in any way the right of the Company to discharge an
employee at any time for any reason whatsoever, with or without
good cause.
7. EFFECTIVE DATE
The Plan shall become effective on November 28, 1994. The
Committee may terminate or suspend at any time.
2
Exhibit 11.1
MICRON TECHNOLOGY, INC.
Computation of Per Share Earnings
(Amounts in millions except for per share amounts)
<TABLE>
<CAPTION>
August 31, September 1, September 2,
Fiscal year ended 1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
PRIMARY
Weighted average shares outstanding 205.1 202.4 196.4
Net effect of dilutive stock options 8.8 6.5 3.9
-------- -------- --------
Total shares 213.9 208.9 200.3
======== ======== ========
Net income $ 844.1 $ 400.5 $ 104.1
======== ======== ========
Primary earnings per share $ 3.95 $ 1.92 $ 0.52
======== ======== ========
FULLY DILUTED
Weighted average shares outstanding 205.1 202.4 196.4
Net effect of dilutive stock options 11.1 8.0 6.2
-------- -------- --------
Total shares 216.2 210.4 202.6
======== ======== ========
Net income $ 844.1 $ 400.5 $ 104.1
======== ======== ========
Fully diluted earnings per share $ 3.90 $ 1.90 $ 0.51
======== ======== ========
</TABLE>
Exhibit 21.1
MICRON TECHNOLOGY, INC.
Subsidiaries of the Registrant
State (or jurisdiction)
in which
Name Incorporated
----------------------------------------- -----------------------
Micron Communications, Inc. Idaho
Micron Construction, Inc. Idaho
Micron Display Technology, Inc. Idaho
Micron Electronics, Inc. Minnesota
Micron Europe Limited United Kingdom
Micron Overseas Trading, Inc. Virgin Islands
Micron Quantum Devices, Inc. California
Micron Semiconductor Asia Pacific Pte. Ltd. Singapore
Micron Semiconductor Asia Pacific Inc. Idaho
Micron Semiconductor (Deutschland) GMbH Germany
Exhibit 23.1
Consent of Independent Accountants
We consent to the incorporation by reference in the registration
statements of Micron Technology, Inc., on Forms S-8 (File Nos.
33-3686, 33-16832, 33-27078, 33-38665, 33-38926, 33-65050, 33-52653,
and 33-57887) of our report, which includes an explanatory paragraph
regarding contingencies related to product and process technology, dated
September 21, 1995, on our audits of the consolidated financial
statements of Micron Technology, Inc., as of August 31, 1995, and
September 1, 1994, and for each of the three years in the period ended
August 31, 1995, which report is included in this Annual Report on
Form 10-K.
/s/ Coopers & Lybrand L.L.P.
Boise, Idaho
September 21, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the accompanying financial statements and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> AUG-31-1995
<PERIOD-END> AUG-31-1995
<CASH> 128
<SECURITIES> 428
<RECEIVABLES> 472
<ALLOWANCES> 17
<INVENTORY> 205
<CURRENT-ASSETS> 1,274
<PP&E> 2,024
<DEPRECIATION> 638
<TOTAL-ASSETS> 2,775
<CURRENT-LIABILITIES> 605
<BONDS> 0
<COMMON> 21
0
0
<OTHER-SE> 1,877
<TOTAL-LIABILITY-AND-EQUITY> 2,775
<SALES> 2,953
<TOTAL-REVENUES> 2,953
<CGS> 1,329
<TOTAL-COSTS> 1,656
<OTHER-EXPENSES> (29)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (25)
<INCOME-PRETAX> 1,350
<INCOME-TAX> 506
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 844
<EPS-PRIMARY> 3.95
<EPS-DILUTED> 3.90
</TABLE>
