MICRON TECHNOLOGY INC
DEF 14A, 2000-10-23
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>
                            SCHEDULE 14A INFORMATION

                  Proxy Statement Pursuant to Section 14(a) of
            the Securities Exchange Act of 1934 (Amendment No.    )


<TABLE>
      <S>        <C>
      Filed by the Registrant /X/
      Filed by a Party other than the Registrant / /

      Check the appropriate box:
      / /        Preliminary Proxy Statement
      / /        Confidential, for Use of the Commission Only (as permitted
                 by Rule 14a-6(e)(2))
      /X/        Definitive Proxy Statement
      / /        Definitive Additional Materials
      / /        Soliciting Material Pursuant to Section240.14a-11(c) or
                 Section240.14a-12
</TABLE>


                            MICRON TECHNOLOGY, INC.
         -------------------------------------------------------------
                (Name of Registrant as Specified In Its Charter)

         -------------------------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

<TABLE>
<S>        <C>  <C>
/X/        No fee required.
/ /        Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
           and 0-11.
           (1)  Title of each class of securities to which transaction
                applies:
                ----------------------------------------------------------
           (2)  Aggregate number of securities to which transaction
                applies:
                ----------------------------------------------------------
           (3)  Per unit price or other underlying value of transaction
                computed pursuant to Exchange Act Rule 0-11 (set forth the
                amount on which the filing fee is calculated and state how
                it was determined):
                ----------------------------------------------------------
           (4)  Proposed maximum aggregate value of transaction:
                ----------------------------------------------------------
           (5)  Total fee paid:
                ----------------------------------------------------------
/ /        Fee paid previously with preliminary materials.
/ /        Check box if any part of the fee is offset as provided by
           Exchange Act Rule 0-11(a)(2) and identify the filing for which
           the offsetting fee was paid previously. Identify the previous
           filing by registration statement number, or the Form or
           Schedule and the date of its filing.
           (1)  Amount Previously Paid:
                ----------------------------------------------------------
           (2)  Form, Schedule or Registration Statement No.:
                ----------------------------------------------------------
           (3)  Filing Party:
                ----------------------------------------------------------
           (4)  Date Filed:
                ----------------------------------------------------------
</TABLE>
<PAGE>
                                     [LOGO]

                 NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS

                               NOVEMBER 28, 2000

TO THE SHAREHOLDERS:

    NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Shareholders of
Micron Technology, Inc., a Delaware corporation (the "Company"), will be held on
November 28, 2000, at 9:00 a.m., Mountain Standard Time, at the Company's
headquarters located at 8000 South Federal Way, Boise, Idaho 83716-9632, for the
following purposes:

    1.  To elect directors to serve for the ensuing year and until their
       successors are elected and qualified.

    2.  To approve an amendment to the Company's Certificate of Incorporation
       increasing the number of authorized shares of Common Stock from
       1,000,000,000 to 3,000,000,000.

    3.  To approve an amendment to the Company's Certificate of Incorporation
       eliminating the Company's authority to issue Class A Common Stock.

    4.  To ratify the appointment of PricewaterhouseCoopers LLP as independent
       accountants of the Company for the fiscal year ending August 30, 2001.

    5.  To transact such other business as may properly come before the meeting
       or any adjournment thereof.

    The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.


    Only shareholders of record at the close of business on October 2, 2000 are
entitled to notice of and to vote at the meeting. A complete list of
shareholders entitled to vote at the meeting will be open to the examination of
any shareholder, for any purpose germane to the business to be transacted at the
meeting, during ordinary business hours for the ten-day period ending
immediately preceding the date of the meeting, at the Company's headquarters at
8000 South Federal Way, Boise, Idaho 83716-9632.



    Attendance at the Annual Meeting will be limited to shareholders and guests
of the Company. Shareholders may be asked to furnish proof of ownership of the
Company's Common Stock before being admitted to the meeting. Directions to the
meeting's location accompany the Proxy Statement.



    To ensure your representation at the meeting, you are urged to vote, sign,
date, and return the enclosed proxy as promptly as possible in the
postage-prepaid envelope enclosed for that purpose. Alternatively, shareholders
may vote by telephone or electronically via the internet. Please refer to the
instructions included with the proxy for additional details. Shareholders
attending the meeting may vote in person even if they have already submitted
their vote.


                                          By Order of the Board of Directors

                                          Roderic W. Lewis
                                          VICE PRESIDENT OF LEGAL AFFAIRS,
                                          GENERAL COUNSEL & CORPORATE SECRETARY

Boise, Idaho
October 24, 2000


           YOUR VOTE IS IMPORTANT. PLEASE SUBMIT YOUR PROXY PROMPTLY.

<PAGE>
                                     [LOGO]

                             8000 SOUTH FEDERAL WAY
                            BOISE, IDAHO 83716-9632

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

                                PROXY STATEMENT

                      2000 ANNUAL MEETING OF SHAREHOLDERS

                               NOVEMBER 28, 2000

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

                 INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL


    The enclosed proxy is solicited on behalf of the Board of Directors of
Micron Technology, Inc. (the "Company"), for use at the 2000 Annual Meeting of
Shareholders to be held on November 28, 2000, at 9:00 a.m., Mountain Standard
Time, or at any adjournment thereof (the "Annual Meeting"). The purposes of the
Annual Meeting are set forth herein and in the accompanying Notice of 2000
Annual Meeting of Shareholders. The Annual Meeting will be held at the Company's
headquarters located at 8000 South Federal Way, Boise, Idaho 83716-9632.
Directions to the Annual Meeting accompany this Proxy Statement. The Company's
telephone number is (208) 368-4000.



    This Proxy Statement and enclosed proxy are first being mailed on or about
October 24, 2000, to all shareholders entitled to vote at the meeting.


RECORD DATE

    Shareholders of record at the close of business on October 2, 2000 (the
"Record Date"), are entitled to notice of and to vote at the meeting.

REVOCABILITY OF PROXY


    Any proxy given pursuant to this solicitation may be revoked by the person
giving it at any time before its use by attending the Annual Meeting and voting
in person or by delivering to the Company a written notice of revocation or
another duly executed proxy bearing a date later than the earlier given proxy.


SOLICITATION


    The cost of solicitation will be borne by the Company. In addition, the
Company may reimburse brokerage firms and other persons representing beneficial
owners of shares for their expenses in forwarding solicitation materials to such
beneficial owners. Proxies may be solicited by the Company's directors, officers
and employees, without additional compensation, personally or by telephone,
internet or facsimile. The Company intends to use the services of Corporate
Investor Communications, Inc., a proxy solicitation firm, in connection with the
solicitation of proxies. Although the exact cost of those services is not known
at this time, it is anticipated that the cost to the Company will be
approximately $10,000.


                                       1
<PAGE>
                    VOTING SECURITIES AND PRINCIPAL HOLDERS

OUTSTANDING SHARES


    The Company has one class of stock outstanding, Common Stock, $.10 par value
per share (the "Common Stock"). At October 2, 2000, the Record Date,
567,667,350 shares of the Common Stock were issued and outstanding.


VOTING RIGHTS


    Under the Delaware General Corporation Law and the Company's Certificate of
Incorporation and Bylaws, each shareholder will be entitled to one vote for each
share of the Company's Common Stock held at the Record Date for all matters,
including the election of directors, unless cumulative voting for the election
of directors is required. The required quorum for the transaction of business at
the Annual Meeting is a majority of the votes eligible to be cast by holders of
shares of the Company's Common Stock issued and outstanding on the Record Date.
Shares that are voted "FOR," "AGAINST" or "ABSTAIN" and, with respect to the
election of directors, "WITHHOLD" or "DO NOT VOTE FOR," are treated as being
present at the Annual Meeting for the purposes of establishing a quorum and are
tallied to determine the shareholders' decision with respect to the matter voted
upon (the "Votes Cast"). Abstentions will have the same effect of voting against
a proposal. Broker non-votes will be counted for purposes of determining the
presence or absence of a quorum for the transaction of business, but such
non-votes will not be counted for purposes of determining the number of Votes
Cast with respect to the particular proposal on which a broker has expressly not
voted. Thus, a broker non-vote will generally not effect the outcome of the
voting on a proposal. However, with respect to the proposed amendments to the
Company's Certificate of Incorporation, such business items will require the
affirmative vote of a majority of the outstanding shares of Common Stock
entitled to vote on such matter. Thus, broker non-votes will have the effect of
a vote "AGAINST" such business items.



    The seven nominees for director receiving the highest number of Votes Cast
will be elected, whether or not any one of them receives the vote of a majority
of the shares represented and entitled to vote at the Annual Meeting.
Abstentions and broker non-votes as to the election of the directors will not
count as Votes Cast "FOR" any nominee.



    Cumulative voting for the election of directors shall not be required unless
at least one shareholder has requested cumulative voting by written notice to
the Secretary of the Company at least 15 days prior to the date of the meeting.
If cumulative voting is required, every shareholder voting for the election of
directors may cumulate such shareholder's votes and give one candidate a number
of votes equal to the number of directors to be elected multiplied by the number
of votes to which the shareholder's shares are entitled, or distribute the
shareholder's votes among as many candidates as the shareholder thinks fit,
provided that votes cannot be cast for more than seven candidates. If cumulative
voting is required, the persons authorized to vote shares represented by proxies
shall have the authority and discretion to vote such shares cumulatively for any
candidate or candidates for whom authority to vote has not been withheld.


VOTING OF PROXIES


    The shares of the Company's Common Stock represented by all properly
executed proxies received in time for the meeting will be voted in accordance
with the directions given by the shareholders. IF NO INSTRUCTIONS ARE GIVEN, THE
SHARES WILL BE VOTED (i) FOR each of the nominees named herein as directors, or
their respective substitutes as may be appointed by the Board of Directors,
(ii) FOR approval of the amendment to the Company's Certificate of Incorporation
increasing the number of authorized shares, (iii) FOR approval of the amendment
to the Company's Certificate of Incorporation eliminating the Company's
authority to issue Class A Common Stock, (iv) FOR ratification of the
appointment of PricewaterhouseCoopers LLP as independent accountants of the
Company for fiscal 2001, and (v) in the discretion of the proxy holders for such
other matter or matters which may properly come before the meeting or any
adjournment or adjournments thereof.


                                       2
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth security ownership information as of
October 2, 2000, based on the most current information provided to the Company
by the beneficial owners, available to the Company from its own records or
provided in Securities and Exchange Commission ("SEC") filings made by the
beneficial owners, for (i) persons known by the Company to own beneficially more
than five percent (5%) of the Company's Common Stock, (ii) each director,
(iii) each Named Executive Officer listed in the "Summary Compensation Table"
set forth herein, and (iv) all directors and executive officers as a group:


<TABLE>
<CAPTION>
                                             NUMBER OF                                         PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER      SHARES OWNED(1)   RIGHT TO ACQUIRE(2)     TOTAL       CLASS(3)
------------------------------------      ---------------   -------------------   ----------   ----------
<S>                                       <C>               <C>                   <C>          <C>
FMR Corp. ..............................     84,522,515(4)               0        84,522,515      14.89%
  82 Devonshire Street
  Boston, Massachusetts 02109
Texas Instruments Incorporated .........     32,285,684(5)      24,666,716(6)     56,952,400       9.61%
  7839 Churchill Way M.S. 3999
  Dallas, Texas 75251
Capital Research and Management              34,489,600(7)               0        34,489,600       6.08%
Company.................................
  333 South Hope Street
  Los Angeles, CA 90071
Steven R. Appleton......................        377,948(8)         188,500           566,448      *
James W. Bagley.........................              0             50,462            50,462      *
D. Mark Durcan..........................         47,967(9)         196,434           244,401      *
Jay L. Hawkins..........................         83,124            234,276           317,400      *
Roderic W. Lewis........................         22,344            180,554(10)       202,898      *
Robert A. Lothrop.......................         85,994(11)         50,462(12)       136,456      *
Thomas T. Nicholson.....................      2,819,940(13)         50,462         2,870,402      *
Don J. Simplot..........................        244,866(14)         48,614           293,480      *
Gordon C. Smith.........................            383(15)         16,000            16,383      *
Wilbur G. Stover, Jr....................         42,956(16)        152,000           194,956      *
William P. Weber........................         73,848             10,000            83,848      *
All directors and executive officers as       4,012,166(17)      1,463,400(18)     5,475,566      *
  a group (15 persons)..................
</TABLE>


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

*   Less than 1%

 (1) Excludes shares that may be acquired through the exercise of outstanding
     stock options.

 (2) Represents shares that an individual or entity has a right to acquire
     within 60 days of October 2, 2000.

 (3) For purposes of calculating the Percent of Class, shares that the person or
     entity had a Right to Acquire are deemed to be outstanding to calculate the
     Percent of Class of such person or entity, but are not deemed to be
     outstanding for the purpose of calculating the Percent of Class of any
     other person or entity.


 (4) Includes 75,221,442 shares beneficially owned by Fidelity Management &
     Research Company; 6,840,943 shares beneficially owned by Fidelity
     Management Trust Company; and 2,460,130 shares beneficially owned by
     Fidelity International Limited. FMR Corp. has sole dispositive power with
     respect to 84,522,515 shares and sole voting power with respect to
     9,301,073 shares. This information is based upon a letter dated
     September 15, 2000, sent to the Company by FMR Corp.



 (5) Pursuant to an agreement between Texas Instruments Incorporated ("TI") and
     the Company, TI has agreed that, subject to certain conditions, it will
     vote its shares of the Company's Common Stock in


                                       3
<PAGE>

     the same proportion (for, against and abstain) as votes cast by the other
     holders of the Company's Common Stock with respect to each matter submitted
     to the shareholders.



 (6) Represents shares issuable on October 10, 2000, as a result of the
     conversion of $740,000,000 principal amount of 6.5% Convertible
     Subordinated Notes due October 1, 2005 (the "Notes").



 (7) Investment discretion with respect to these shares is disclaimed by Capital
     Research and Management Company. This information is based upon a
     Form 13-F, dated August 14, 2000, filed by Capital Research and Management
     Company with the SEC.



 (8) Includes 20,000 shares beneficially owned by Mesa L.P.



 (9) Includes 891 shares beneficially owned by Mr. Durcan's spouse.



 (10) Does not include options to purchase 61,000 shares of Micron
      Electronics, Inc. ("MEI") Common Stock which are exercisable within
      60 days of October 2, 2000.



 (11) Includes 79,170 shares beneficially owned in joint tenancy with
      Mr. Lothrop's spouse and 848 shares beneficially owned by Mr. Lothrop's
      spouse.



 (12) Does not include options to purchase 13,000 shares of MEI Common Stock
      which are exercisable within 60 days of October 2, 2000.



 (13) Includes 100,000 shares beneficially owned by Blacks Creek Ltd.
      Partnership; 33,340 shares beneficially owned by Mr. Nicholson's spouse;
      10,000 shares beneficially owned by MN II, Inc.; and 8,000 shares
      beneficially owned by Mountain View Equipment Company.



 (14) Does not include shares beneficially owned by J.R. Simplot Company.
      Mr. Simplot may be deemed to be the beneficial owner of shares
      beneficially owned by J.R. Simplot Company because he is a shareholder,
      Director, Corporate Vice President and member of the Office of the
      Chairman of J.R. Simplot Company. J.R. Simplot Company beneficially owns
      18,632,000 shares which include (i) 1,632,000 shares as to which J.R.
      Simplot Company has both voting and dispositive power and (ii) 17,000,000
      shares as to which J.R. Simplot Company has sole voting power, but no
      dispositive power. The number of shares beneficially owned by J.R. Simplot
      Company excludes (i) 15,200,000 shares which are subject to a pledge
      agreement and as to which shares J.R. Simplot Company has no voting power
      and no dispositive power and (ii) 190,000 shares held by the Simplot
      Foundation, the directors of which are directors or officers of J.R.
      Simplot Company. This information is based on a memo dated September 26,
      2000, sent to the Company by J.R. Simplot Company.



 (15) Includes 247 shares beneficially owned by G.C. Smith L.L.C.



 (16) Includes 3,900 shares beneficially owned by Mr. Stover's minor children.



 (17) Does not include shares beneficially owned by J.R. Simplot Company (see
      footnote (14) above). Does not include shares of MEI Common Stock
      beneficially owned by directors and executive officers. The total number
      of shares of MEI held directly by all directors and executive officers as
      a group represents less than 1% of the total outstanding shares of MEI.
      Excludes shares of MEI beneficially owned by the Company which certain
      directors and officers of the Company may be deemed to beneficially own.



 (18) Does not include options to purchase 404,000 shares of MEI Common Stock
      exercisable within 60 days of October 2, 2000, by all directors and
      executive officers as a group (3 persons).


                                       4
<PAGE>
                           BUSINESS TO BE TRANSACTED

PROPOSAL 1.  ELECTION OF DIRECTORS

NOMINEES


    The Company's Bylaws currently provide for seven directors and it is
contemplated that a board of seven directors will be elected at the meeting.
Unless otherwise instructed, the proxy holders will vote the proxies received by
them for management's seven nominees named below, all of whom are presently
directors of the Company. If any management nominee is unable or declines to
serve as a director at the time of the Annual Meeting, the proxies will be voted
for any nominee who shall be designated by the present Board of Directors to
fill the vacancy. It is not expected that any nominee listed below will be
unable or will decline to serve as a director. If additional persons are
nominated for election as directors, the proxy holders intend to vote all
proxies received by them in such a manner as will ensure the election of as many
of the nominees listed below as possible. The term of office of each person
elected as a director will continue until the next annual meeting of
shareholders or until such person's successor has been elected and qualified,
except in the case of earlier death, resignation or removal. Officers are
appointed annually by the Board of Directors and serve until their successors
are duly chosen and qualified, except in case of earlier death, resignation or
removal. The names of the seven nominees and certain information about them are
set forth below:



<TABLE>
<CAPTION>
                                                                                            SERVED AS A
NAME OF NOMINEE                           AGE               PRINCIPAL OCCUPATION           DIRECTOR SINCE
--------------------------------------  --------   --------------------------------------  --------------
<S>                                     <C>        <C>                                     <C>
Steven R. Appleton....................        40   Chairman, Chief Executive Officer and         1994(1)
                                                   President of the Company
James W. Bagley.......................        61   Chairman and Chief Executive Officer             1997
                                                   of Lam Research Corporation
Robert A. Lothrop.....................        74   Retired, former Senior Vice President         1994(2)
                                                   of J.R. Simplot Company
Thomas T. Nicholson...................        64   Vice President and member of the Board           1980
                                                   of Directors of Honda of Seattle and
                                                   Toyota of Seattle and Vice President
                                                   of Mountain View Equipment Company
Don J. Simplot........................        65   Member of Office of the Chairman and             1982
                                                   Corporate Vice President of J.R.
                                                   Simplot Company
Gordon C. Smith.......................        71   Chairman and Chief Executive Officer          1990(3)
                                                   of G.C. Smith L.L.C. and Secretary and
                                                   Treasurer of SSI Management Corp.
William P. Weber......................        60   Retired, former Vice Chairman of Texas           1998
                                                   Instruments Incorporated
</TABLE>


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

(1) Mr. Appleton also served as a member of the Board of Directors of the
    Company between April 1991 and July 1992.

(2) Mr. Lothrop also served as a member of the Board of Directors of the Company
    between August 1986 and July 1992.

(3) Mr. Smith also served as a member of the Board of Directors of the Company
    between February 1982 and February 1984.


    Set forth below are the principal occupations of the nominees for at least
the past 5 years:


    STEVEN R. APPLETON joined the Company in February 1983 and has served in
various capacities with the Company and its subsidiaries. Mr. Appleton first
became an officer of the Company in August 1989 and has served in various
officer positions, including overseeing the Company's semiconductor operations
as President, Chief Executive Officer and Director of Micron
Semiconductor, Inc. ("MSI"), then a wholly-

                                       5
<PAGE>
owned subsidiary of the Company, from July 1992 to November 1994. From
April 1991 until July 1992 and since May 1994, Mr. Appleton has served on the
Company's Board of Directors. Since September 1994, Mr. Appleton has served as
the Chief Executive Officer, President and Chairman of the Board of Directors of
the Company. Mr. Appleton also serves as a Director of MEI. Mr. Appleton holds a
BA in Business Management from Boise State University.


    JAMES W. BAGLEY became the Chairman and Chief Executive Officer of Lam
Research Corporation ("Lam"), a supplier of semiconductor manufacturing
equipment, in August 1997, upon consummation of a merger of OnTrak
Systems, Inc. ("OnTrak"), a supplier of semiconductor manufacturing equipment,
into Lam. From June 1996 to August 1997, Mr. Bagley served as the Chairman and
Chief Executive Officer of OnTrak. Prior to joining OnTrak, Mr. Bagley was
employed by Applied Materials, Inc., also a supplier of semiconductor
manufacturing equipment, for 15 years in various senior management positions,
including Chief Operating Officer and Vice Chairman of the Board. Mr. Bagley is
a member of the Board of Directors of Teradyne, Inc. He has served on the
Company's Board of Directors since June 1997. Mr. Bagley holds a BS in
Electrical Engineering and MS in Electrical Engineering from Mississippi State
University.


    ROBERT A. LOTHROP served as Senior Vice President of J.R. Simplot Company,
an agribusiness company, from January 1986 until his retirement in
January 1991. From August 1986 until July 1992 and since May 1994, Mr. Lothrop
has served on the Company's Board of Directors. From July 1992 until
November 1994, he served as a Director of MSI. Mr. Lothrop also serves as a
Director of MEI. Mr. Lothrop holds a BS in Engineering from the University of
Idaho.

    THOMAS T. NICHOLSON has served as Vice President and a member of the Board
of Directors of Honda of Seattle and Toyota of Seattle since 1988.
Mr. Nicholson has also served since May 2000 as Vice President of Mountain View
Equipment Company and from 1982 to May 2000 served as President of Mountain View
Equipment Company. He has served on the Company's Board of Directors since
May 1980. Mr. Nicholson holds a BS in Agriculture from the University of Idaho.


    DON J. SIMPLOT served as the President of Simplot Financial Corporation, a
wholly-owned subsidiary of J.R. Simplot Company, from February 1985 until
January 1992. Since 1955, Mr. Simplot has served in various capacities with J.R.
Simplot Company and presently serves as a Corporate Vice President. Since
April 1994, he has also served as a member of the Office of the Chairman of J.R.
Simplot Company. Mr. Simplot is a member of the Board of Directors of IMPCO
Technologies, Inc. He has served on the Company's Board of Directors since
February 1982.



    GORDON C. SMITH has served as Chairman and Chief Executive Officer of G.C.
Smith L.L.C., a holding company for ranch operations and other investments,
since May 2000. Since September 1994, Mr. Smith has also served as Secretary and
Treasurer of SSI Management Corp., which manages food service, land, livestock
and aircraft operations. Mr. Smith served in various management positions from
July 1980 until January 1992 for Simplot Financial Corporation, a wholly-owned
subsidiary of the J.R. Simplot Company. From May 1988 until his retirement in
March 1994, Mr. Smith served as the President and Chief Executive Officer of
J.R. Simplot Company. From September 1996 until September 1999, he served as
President of Wesmar, Inc., a food service company. From February 1982 until
February 1984 and since September 1990, he has served on the Company's Board of
Directors. Mr. Smith holds a BS in Accounting from Idaho State University.



    WILLIAM P. WEBER served in various capacities with TI, a semiconductor
manufacturing company, and its subsidiaries from 1962 until April 1998. From
December 1986 until December 1993 he served as the President of TI's worldwide
semiconductor operations and from December 1993, until his retirement in
April 1998, he served as Vice Chairman of TI. He is a member of the Board of
Directors of Unigraphics Solutions, Inc. He has served on the Company's Board of
Directors since July 1998. Mr. Weber holds a BS in Engineering from Lamar
University and a MS in Engineering from Southern Methodist University.


                                       6
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE


    Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own beneficially
more than ten percent (10%) of the Common Stock of the Company, to file reports
of ownership and changes of ownership with the SEC and the New York Stock
Exchange. Copies of all filed reports are required to be furnished to the
Company pursuant to Section 16(a). Based solely on the reports received by the
Company and on written representations from reporting persons, the Company
believes that the directors, executive officers, and greater than ten percent
(10%) beneficial owners complied with all applicable filing requirements during
the fiscal year ended August 31, 2000, except in two instances. Timely reports
on SEC Form 4 (Statement of Changes in Beneficial Ownership) were not filed for
the disposition on April 6, 2000, of the following shares of the Company's
Common Stock which may be deemed to have been beneficially owned by
Mr. Nicholson: 16,000 shares by Miller-Nicholson, Inc.; 14,000 shares by MN
One, Inc.; and 10,000 shares by MN II, Inc. In addition, Mr. Simplot did not
timely report the acquisition of 808 shares of the Company's Common Stock on
January 31, 2000. All of the above share amounts have been adjusted for the
Company's 2-for-1 stock split which was effected on May 1, 2000.


CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


    During fiscal 2000, TI paid $1,428,517 to the Company for relocation
reimbursement, assembly and testing fees, service contracts and miscellaneous
other charges relating to the Company's acquisition of substantially all of TI's
semiconductor memory operations on September 30, 1998 (the "Acquisition"). The
Company paid $9,457,447 to TI during fiscal 2000 pursuant to service contracts
related to the Acquisition. In addition, during fiscal 2000, TI purchased
$1,512,500 worth of used equipment from the Company.



    During fiscal 2000, the Company paid $17,810,149 to Lam Research Corporation
for semiconductor manufacturing equipment and related services and received
$350,000 from Lam Research Corporation for used equipment.



    During fiscal 2000, MEI invoiced $886,932 to the J.R. Simplot Company for
computer equipment and e-services.



    During fiscal 2000, the Company paid $97,259 for discount admission tickets
to BowDen Properties, LLC d.b.a. Roaring Springs Water Park. The tickets were
subsequently resold at cost to Company employees. Mr. Nicholson is a member of
BowDen Properties, LLC.



    Intel Corporation ("Intel") was the beneficial owner of more than 5% of the
Company's outstanding Common Stock until approximately July 2000. During
fiscal 2000, the Company and its subsidiaries purchased microprocessors,
chipsets, motherboards and other products from Intel and sold semiconductor
memory products and personal computer systems to Intel. In addition, Intel and
MEI shared the cost of qualifying MEI advertising and marketing expenditures
pursuant to a cooperative advertising program sponsored by Intel.


BOARD MEETINGS AND COMMITTEES

    The Board of Directors of the Company held a total of six meetings during
the fiscal year ended August 31, 2000. The Board of Directors has a standing
Audit Committee and a standing Compensation Committee.

    The Audit Committee held three meetings during fiscal 2000.
Messrs. Nicholson, Smith, and Weber served on the Audit Committee during all of
fiscal 2000. The Audit Committee is primarily responsible for reviewing the
services performed by the Company's independent accountants and evaluating the
Company's accounting principles and system of internal accounting controls.

                                       7
<PAGE>
    The Compensation Committee held three meetings during fiscal 2000.
Mr. Bagley, Mr. Lothrop and Mr. Nicholson served on the Compensation Committee
during all of fiscal 2000. The Compensation Committee is primarily responsible
for reviewing and approving the compensation for the Company's officers. See
"Report of the Compensation Committee of the Board of Directors Regarding
Executive Compensation."

    During fiscal 2000, all incumbent directors attended 75% or more of the
aggregate of (i) the total number of meetings of the Board of Directors and
(ii) the total number of meetings of all committees of the Board on which they
served.

                                       8
<PAGE>
                COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS


    The following table shows all compensation earned by the Company's Chief
Executive Officer and the Company's other four most highly compensated executive
officers who were serving as executive officers at the end of fiscal 2000
("Named Executive Officers") for all services rendered to the Company and its
subsidiaries for each of the last three completed fiscal years:


                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                                        LONG-TERM
                                                                                      COMPENSATION
                                                                                 -----------------------
                                                         ANNUAL COMPENSATION     OPTIONS     ALL OTHER
                                              FISCAL    ----------------------   GRANTED    COMPENSATION
NAME AND PRINCIPAL POSITION                    YEAR     SALARY(1)    BONUS(2)     (3)(4)        (5)
---------------------------                  --------   ---------   ----------   --------   ------------
<S>                                          <C>        <C>         <C>          <C>        <C>
Steven R. Appleton ........................    2000     $656,827    $2,541,793   250,000       $1,500
  Chairman, CEO & President                    1999      605,000     1,481,605   250,000        1,500
                                               1998      658,654         4,246         0        3,474
D. Mark Durcan ............................    2000      322,260     1,851,284   200,000        1,500
  CTO & Vice President of Research &           1999      302,500       276,472   180,000        1,500
  Development                                  1998      329,710        69,745         0        3,474
Jay L. Hawkins ............................    2000      275,048     1,300,251   150,000        1,500
  Vice President of Operations                 1999      255,962       173,696   150,000        1,500
                                               1998      278,248         1,842         0       16,960
Roderic W. Lewis ..........................    2000      277,356     1,790,293   200,000        6,736
  Vice President of Legal Affairs, General     1999      255,962       313,719   180,000        1,500
  Counsel & Corporate Secretary                1998      278,870         1,842         0        8,102
Wilbur G. Stover, Jr. .....................    2000      377,683     1,797,308   200,000        1,500
  Vice President of Finance & CFO              1999      358,346       874,921   180,000        1,500
                                               1998      390,289         2,547         0       12,359
</TABLE>


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


(1) Includes compensation deferred by the employee under the Company's 401(k)
    retirement plan.



(2) Includes executive bonuses earned during the fiscal year for financial
    performance goals relating to fiscal 1997 and 2000. See the subheading
    "COMPANY PERFORMANCE BONUSES" under the "Report of the Compensation
    Committee of the Board of Directors Regarding Executive Compensation." Also
    includes profit sharing and, with respect to Mr. Durcan, bonuses for the
    filing and issuance of patents and the achievement of performance
    milestones.



(3) Includes options to purchase shares of the Company's Common Stock under the
    Company's 1994 Stock Option Plan. Option amounts for 1998 and 1999 have been
    adjusted for the Company's 2-for-1 stock split which was effected on May 1,
    2000.



(4) Options for fiscal 1998 were granted at the end of fiscal 1997 in the
    following amounts, as adjusted for the Company's 2-for-1 stock split which
    was effected on May 1, 2000: Mr. Appleton 140,000, Mr. Durcan 120,000,
    Mr. Hawkins 110,000, Mr. Lewis 110,000 and Mr. Stover 120,000.



(5) Consists of: (i) Company contributions made on the named executive's behalf
    under the Company's 401(k) retirement plan; (ii) payments under the
    Company's time-off plan; and (iii) cash paid under the Company's
    sabbatical/longevity bonus program.


                                       9
<PAGE>
                       OPTION GRANTS IN LAST FISCAL YEAR

    The following table provides information on options to purchase the
Company's Common Stock granted to the Named Executive Officers in fiscal 2000:


<TABLE>
<CAPTION>
                                                    INDIVIDUAL GRANTS
                                   ---------------------------------------------------
                                                  PERCENT OF                             POTENTIAL REALIZABLE VALUE
                                                    TOTAL       EXERCISE                 AT ASSUMED ANNUAL RATES OF
                                                   OPTIONS       OR BASE                  STOCK PRICE APPRECIATION
                                                  GRANTED TO      PRICE                     FOR OPTION TERM (3)
                                     OPTIONS     EMPLOYEES IN      PER      EXPIRATION   --------------------------
NAME                               GRANTED (1)   FISCAL YEAR    SHARE (2)      DATE          5%            10%
----                               -----------   ------------   ---------   ----------   -----------   ------------
<S>                                <C>           <C>            <C>         <C>          <C>           <C>
Steven R. Appleton...............    250,000         1.46%       $39.94     9/27/2009    $6,279,120    $15,912,522

D. Mark Durcan...................    200,000         1.16%        39.94     9/27/2009     5,023,296     12,730,018

Jay L. Hawkins...................    150,000         0.87%        39.94     9/27/2009     3,767,472      9,547,513

Roderic W. Lewis.................    200,000         1.16%        39.94     9/27/2009     5,023,296     12,730,018

Wilbur G. Stover, Jr.............    200,000         1.16%        39.94     9/27/2009     5,023,296     12,730,018
</TABLE>


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


(1) Options vest 25% per year over a four year period. Option amounts have been
    adjusted for the Company's 2-for-1 stock split which was effected on May 1,
    2000.



(2) All options were granted with an exercise price equal to the fair market
    value of the Company's Common Stock on September 27, 1999, the date of the
    option grant.



(3) Potential realizable value is based on an assumption that the stock price
    for the Common Stock appreciates at the annual rate shown (compounded
    annually) from the date of grant until the end of the option term. Potential
    realizable value is shown net of exercise price. The numbers are calculated
    based on the regulations promulgated by the SEC and do not reflect the
    Company's estimate of future stock price growth.


                                       10
<PAGE>
                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES

    The following table provides information regarding option exercises in
fiscal 2000 by the Named Executive Officers and the value of such officers'
unexercised options at August 31, 2000:


<TABLE>
<CAPTION>
                                                                        NUMBER OF       VALUE OF UNEXERCISED
                                                                       UNEXERCISED          IN-THE-MONEY
                                                                    OPTIONS AT FISCAL    OPTIONS AT FISCAL
                                       NUMBER OF                        YEAR-END            YEAR-END (3)
                                         SHARES                     -----------------   --------------------
                                      ACQUIRED ON       VALUE        EXERCISABLE (E)      EXERCISABLE (E)
NAME                                  EXERCISE (1)   REALIZED (2)   UNEXERCISABLE (U)    UNEXERCISABLE (U)
----                                  ------------   ------------   -----------------   --------------------
<S>                                   <C>            <C>            <C>                 <C>
Steven R. Appleton..................    603,898      $39,569,779          28,000(E)         $ 1,648,150(E)
                                                                         578,000(U)          32,090,325(U)

D. Mark Durcan......................    172,902       10,914,643          88,000(E)           5,499,184(E)
                                                                         444,434(U)          24,455,097(U)

Jay L. Hawkins......................    163,726        7,277,182         148,146(E)           9,439,444(E)
                                                                         350,630(U)          19,440,437(U)

Roderic W. Lewis....................    150,000        9,749,478          76,554(E)           4,911,858(E)
                                                                         436,000(U)          23,927,336(U)

Wilbur G. Stover, Jr................    294,432       13,539,349          24,000(E)           1,412,700(E)
                                                                         456,000(U)          25,204,436(U)
</TABLE>


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


(1) Share amounts have been adjusted for the Company's 2-for-1 stock split which
    was effected May 1, 2000.



(2) The Value Realized was calculated by determining the difference between the
    fair market value of the securities underlying the options and the exercise
    price of the options at exercise, regardless of whether the shares acquired
    on exercise were held or sold.



(3) Represents the difference between the exercise price of the options and
    $81.75, the closing price of the Company's Common Stock on August 31, 2000.


COMPENSATION OF DIRECTORS


    Directors who are employees of the Company receive no additional or special
remuneration for their service as directors. Directors who are not employees of
the Company are entitled to receive an annual retainer of $50,000. Pursuant to
the Company's 1998 Non-Employee Directors Stock Incentive Plan ("DSIP"),
non-employee directors may elect to take some or all of their annual retainer in
the form of cash, shares of Common Stock or deferred rights to receive Common
Stock upon termination as a director. As of October 2, 2000, each of
Messrs. Bagley, Lothrop and Nicholson had 2,462 deferred rights to receive
Common Stock under the DSIP and Mr. Simplot had 614 deferred rights. The Company
also reimburses directors for travel and lodging expenses, if any, incurred in
connection with attendance at Board meetings. Directors do not receive any
additional or special remuneration for their service on any of the committees
established by the Board of Directors.



    In June 1997, the Board of Directors amended the Company's 1994 Stock Option
Plan (the "1994 Plan") to allow directors to participate in the 1994 Plan and
approved a program whereby non-employee directors are granted (i) an initial
option to purchase 10,000 shares upon the later to occur of the date of their
appointment to the Board or June 30, 1997, the date on which resolutions
approving the program


                                       11
<PAGE>

were passed by the Board of Directors, and (ii) an annual subsequent option to
purchase 3,000 shares of the Company's Common Stock. In September 2000, the
amount of the annual option grant was increased to 10,000 shares beginning with
the fiscal 2001 grant. The options granted to the non-employee directors are
fully vested on the date of grant and have an exercise price equal to the fair
market value at the date of grant. As of October 2, 2000, each of
Messrs. Bagley, Lothrop, Nicholson and Simplot had options outstanding to
purchase 48,000 shares at a weighted average exercise price of $33.87 per share.
Mr. Weber had options outstanding to purchase 10,000 shares at a weighted
average exercise price of $78.31. Mr. Smith had options outstanding to purchase
16,000 shares at a weighted average exercise price of $63.92 per share.


    Mr. Lothrop has entered into an agreement with the Company pursuant to which
his receipt of the director fees he earned prior to January 1999 is deferred
until the first business day of the calendar year in which he no longer serves
as a director of the Company. Deferred amounts, in the case of his termination
of service as a director, are paid in five annual installments. In the event of
death, the balance then owed is paid in a single sum as soon as practicable
following his death. All amounts deferred are recorded as a liability in the
records of the Company. Such amounts accrue interest monthly at a rate per annum
equal to the Company's average investment portfolio yield for such month.


    Where applicable, the above share amounts have been adjusted for the
Company's 2-for-1 stock split which was effected on May 1, 2000.


TERMINATION OF EMPLOYMENT AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENT

    SEVERANCE AGREEMENTS


    The Company has entered into Severance Agreements with each of the Named
Executive Officers and certain other officers of the Company relating to
termination and compensation upon termination. The Severance Agreements allow
either the Company or the officer to terminate the officer's employment with the
Company or the officer's status as an officer of the Company, for any reason,
voluntary or involuntary, with or without cause, by providing notice to that
effect in writing to the other party. The Severance Agreements generally provide
a six month "Transition Period" which begins upon termination of the officer's
employment with the Company or status as an officer of the Company. Provided the
officer complies with the noncompetition and other terms of the Severance
Agreement, the officer is entitled to receive compensation during the Transition
Period equivalent to all benefits customarily provided to such officer while
employed including, but not limited to, salary, bonuses, executive bonuses,
benefits and continued vesting of any granted stock options. "Customarily
provided" refers to the Company's practices and plans with respect to the
officer's benefits and compensation in effect as of the date of the officer's
date of termination of employment or status as an officer ("Termination Date").
However, such terminated officers are not entitled to any new grants of interest
in future executive bonus pools, any new grants of stock options, and payment of
any compensation that would be deferred past the Transition Period due to
payment criteria of an incentive program, as those criteria existed as of the
Termination Date.


    CHANGE IN CONTROL ARRANGEMENT

    On October 31, 1988, the Company's Board of Directors adopted an arrangement
whereby, upon any change in control of the Company, all unvested shares and
options shall vest, and all unpaid bonuses subject to installments shall be
immediately due and payable. "Change in Control" is defined under this
arrangement to mean 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 then outstanding.

    NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN ANY OF THE COMPANY'S
PREVIOUS FILINGS UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED, THAT MIGHT INCORPORATE FUTURE FILINGS,
INCLUDING THIS PROXY STATEMENT, IN WHOLE OR IN PART, THE FOLLOWING REPORT AND
THE PERFORMANCE GRAPH SET FORTH HEREIN SHALL NOT BE INCORPORATED BY REFERENCE
INTO ANY SUCH FILINGS.

                                       12
<PAGE>
         REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
                        REGARDING EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE

    This report has been prepared by the Compensation Committee of the Board of
Directors of the Company (the "Committee"). Messrs. Bagley, Lothrop and
Nicholson serve as members of the Committee. The Committee meets at least
annually or more frequently as the Company's Board of Directors may request.
During fiscal 2000, the Committee met three times. The Committee's primary
responsibilities include the review of compensation, consisting of salary,
bonuses, benefits, stock option grants and other compensation, of the Company's
executive officers. Compensation for the Company's executive officers for fiscal
2000, including base salary, performance bonuses, stock option grants, and other
compensation, were determined by the Committee and reviewed and approved by the
Company's Board of Directors.

EXECUTIVE OFFICER COMPENSATION

    The executive officer compensation programs utilized by the Company are
described below for the purpose of providing a general understanding of the
various components of executive officer compensation. These executive officer
compensation programs are designed to attract, retain and reward highly
qualified executive officers 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 and its subsidiaries. The various components of the
executive officer compensation programs used by the Company are, in most cases,
the same as those made available generally to employees of the Company and its
subsidiaries. The following is a summary of the executive officer compensation
programs:

    CASH COMPENSATION

    BASE SALARY.  Base salaries are established primarily upon an evaluation of
the executive officer's position and contributions to the Company, including
(i) individual performance, (ii) level of responsibility, (iii) technical
expertise, (iv) Company performance, (v) length of service and (vi) industry
compensation levels.


    COMPANY PERFORMANCE BONUSES.  The performance bonuses earned in fiscal 2000
relate to the Company's performance in fiscal 1997 and 2000. Cash bonuses to
executive officers are intended to reward executive officers for the Company's
financial performance during each fiscal year. Accordingly, bonuses are
determined based on performance criteria established at the beginning of each
fiscal year formulated primarily as a percentage of the Company's profits at the
end of the fiscal year. Performance bonus percentages are established according
to a subjective analysis of each executive officer's contribution to the Company
according to the same criteria utilized to determine base salary. Bonuses and
profits are based on the results of the Company's semiconductor operations. No
performance bonuses were earned for fiscal 1998 and 1999 as a result of the
Company's financial performance for such periods. Performance bonuses for fiscal
years prior to fiscal 2000 have been paid generally in five annual installments
and are subject to payment restrictions, including that the Company be
profitable in the fiscal quarter immediately prior to payment, as described in
"PAYMENT/EXERCISE RESTRICTIONS" below. Four installments of the fiscal 1997
bonus have been paid to date. The performance bonus for fiscal 2000 was paid in
a single payment in order to more closely align the payment of the bonus to the
Company's performance. Bonuses for fiscal 2001, if any, will be paid in a single
payment.


    PROFIT SHARING.  The Company distributes ten percent (10%) of the Company's
quarterly after-tax profits (determined on an unconsolidated basis) to all
eligible employees of the Company.

    INCENTIVE BONUSES.  From time to time, incentive cash bonuses are approved
for payment to employees, including executive officers, for the achievement of
milestones, the completion of projects identified as contributing substantially
to the Company's success, and the attainment of technological advances.

                                       13
<PAGE>
    EQUITY COMPENSATION


    In order to provide incentive to the executive officers and employees of the
Company related to long-term growth in the value of the Company's Common Stock,
the Company issues incentive stock options and nonstatutory stock options to
such persons under the Company's (i) 1994 Stock Option Plan, (ii) Nonstatutory
Stock Option Plan, (iii) 1997 Nonstatutory Stock Option Plan and (iv) 1998
Nonstatutory Stock Option Plan (collectively, the "Stock Plans"). The
determination of who receives stock options under the Stock Plans and the number
of stock options granted to each such recipient is based upon the same criteria
utilized to determine base salary.


    OTHER COMPENSATION

    In addition to cash and equity compensation programs, the executive officers
participate in various other employee benefit plans, including, but not limited
to, a time-off plan. Under the time-off plan, all employees of the Company,
including executive officers, are allowed to accumulate a predetermined
nondiscriminatory number of hours for vacation, holiday, sick time, emergencies
and personal needs. Executive officer participation in various professional
organizations and associations may also be funded by the Company.

    PAYMENT/EXERCISE RESTRICTIONS

    In an effort to encourage employees and executive officers to remain
employed by the Company and to promote Company performance, many compensation
programs for employees and executive officers contain provisions which subject
the payment or realization of benefits under such programs to certain
conditions. In this regard, Company performance bonuses awarded to each
executive officer are earned and paid subject to the following conditions:
(i) the Company is profitable in the fiscal quarter immediately prior to
payment; (ii) the individual is employed by the Company or a subsidiary of the
Company at the time of payment (regardless of the fiscal year results for which
the payment is attributable); and (iii) the Committee's certification that the
executive officer's goals were achieved. Likewise, stock options granted to
executive officers typically have a term of ten years and vest twenty-five
percent (25%) each year for a period of four years from the date of grant.

CEO COMPENSATION


    Steven R. Appleton's annual base salary was set at $800,000 in July 2000 and
was based primarily on Mr. Appleton's overall and anticipated performance, the
Company's performance, and the Committee's assessment of the compensation
practices of other semiconductor manufacturing companies. This was the first
increase in Mr. Appleton's salary since July 1997. Mr. Appleton did not earn any
cash bonus payments pursuant to Company Performance Bonuses for fiscal 1998 or
1999. Mr. Appleton earned a total cash bonus of $2,541,793 in fiscal 2000,
$2,117,977 of which related to the Company's performance in fiscal 2000 and
$423,816 of which related to the Company's performance in fiscal 1997. See the
description of "COMPANY PERFORMANCE BONUSES" and "PAYMENT/EXERCISE RESTRICTIONS"
in this Report.



    In fiscal 2000, Mr. Appleton was granted options to purchase 250,000 shares.
The Company granted stock options to other executive officers at the same time.
The Committee did not have a plan pursuant to which a predetermined number of
stock options were allocated to Mr. Appleton. The actual number of the stock
options granted to Mr. Appleton was based upon subjective and objective factors,
such as his individual performance, his position in the Company relative to the
other executive officers who received option grants on the same date, the
Company's overall performance, his length of service with the


                                       14
<PAGE>

Company, his past contributions to the success of the Company, his expected
contributions to the future success of the Company and industry practices.


                Compensation Committee of the Board of Directors

                                James W. Bagley
                                Robert A. Lothrop
                                Thomas T. Nicholson

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    During fiscal 2000, no members of the Compensation Committee were officers
or employees of the Company or any of its subsidiaries.

                                       15
<PAGE>
                               PERFORMANCE GRAPH

    The following graph illustrates a five-year comparison of cumulative total
returns for the Company's Common Stock, the S&P 500 Composite Index, and the S&P
Electronics (Semiconductors) Index from August 31, 1995, through August 31,
2000.

    NOTE: MANAGEMENT CAUTIONS THAT THE STOCK PRICE PERFORMANCE INFORMATION SHOWN
IN THE GRAPH BELOW IS PROVIDED AS OF FISCAL YEAR-END AND MAY NOT BE INDICATIVE
OF CURRENT STOCK PRICE LEVELS OR FUTURE STOCK PRICE PERFORMANCE.


                 COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
               AMONG MICRON TECHNOLOGY, INC., THE S & P 500 INDEX
                AND THE S & P ELECTRONICS (SEMICONDUCTORS) INDEX


EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

199519961997199819992000
MICRON TECHNOLOGY INC100.0029.6958.0829.6997.73213.41
S & P 500100.00118.73167.00180.51252.40293.59
S & P ELECTRONICS (SEMICONDUCTORS)100.0089.05202.71148.96373.71681.89


*$100 INVESTED ON 8/31/95 IN STOCK OR INDEX-INCLUDING REINVESTMENT OF DIVIDENDS.
                     FISCAL YEAR ASSUMED TO END AUGUST 31.


    The Company operates on a 52/53 week fiscal year which ends on the Thursday
closest to August 31. Accordingly, the last trading day of the Company's fiscal
year varies. For consistent presentation and comparison to the industry indices
shown herein, the Company has calculated its stock performance graph assuming an
August 31 year-end. The performance graph assumes $100 invested on August 31,
1995, in Common Stock of Micron Technology, Inc., the S&P 500 Composite Index,
and the S&P Electronics (Semiconductors) Index. Any dividends paid during the
period presented are assumed to be reinvested. The performance was plotted using
the following data:

    MICRON TECHNOLOGY, INC.
     STOCK PERFORMANCE GRAPH


<TABLE>
<CAPTION>
                                          1995       1996       1997       1998       1999       2000
                                        --------   --------   --------   --------   --------   --------
<S>                                     <C>        <C>        <C>        <C>        <C>        <C>
Micron Technology, Inc................  $100.00    $ 29.69    $ 58.08    $ 29.69    $ 97.73    $213.41
S&P 500...............................   100.00     118.73     167.00     180.51     252.40     293.59
S&P Electronics (Semiconductors)......   100.00      89.05     202.71     148.96     373.71     681.89
</TABLE>


                                       16
<PAGE>
PROPOSAL 2. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM
1,000,000,000 TO 3,000,000,000.


    The Company's Certificate of Incorporation (the "Certificate") as currently
in effect provides that the Company is authorized to issue 1,000,000,000 shares
of Common Stock, $0.10 par value per share. On October 3, 2000, the Board of
Directors authorized an amendment to the first paragraph of Section 4 of the
Certificate to increase the authorized number of shares of Common Stock to
3,000,000,000 shares. The shareholders are being asked to approve at the Annual
Meeting such amendment to the Certificate.



    The Company currently has 1,000,000,000 authorized shares of Common Stock.
As of October 2, 2000, 567,667,350 shares of Common Stock were issued and
outstanding. In addition, 71,672,736 shares were reserved as of October 2, 2000,
for future grant or for issuance upon the exercise of outstanding options under
the Company's Stock Plans and 24,666,716 shares were reserved for issuance upon
conversion of the Notes.


PURPOSE AND EFFECT OF THE AMENDMENT

    The principal purpose of the proposed amendment of the Certificate is to
authorize additional shares of Common Stock which will be available in the event
the Board of Directors determines that it is necessary or appropriate to permit
future stock splits, stock dividends or to utilize such shares for various
business purposes. The Board of Directors has no present plan, agreement, or
arrangement to issue any of the shares for which approval is sought. If the
amendment is approved by the shareholders, the Board of Directors does not
intend to solicit further shareholder approval prior to the issuance of any
additional shares of Common Stock, except as may be required by applicable law.


    The increase in authorized Common Stock will not have any immediate effect
on the rights of existing shareholders. To the extent that additional authorized
shares are issued in the future in a transaction other than in a stock split or
stock dividend, the existing shareholder's percentage equity ownership will
decrease and, depending on the price at which shares are issued, could have the
effect of diluting the earnings per share and book value per share of
outstanding shares of Common Stock. The holders of Common Stock have no
preemptive rights. The increase in the authorized number of shares of Common
Stock and the subsequent issuance of such shares could have the effect of
delaying or preventing a change in control of the Company without further action
by the shareholders by diluting the stock ownership or voting rights of a person
seeking to obtain control of the Company. For example, in the event of a hostile
attempt to take over control of the Company, it may be possible for the Company
to endeavor to impede the attempt by issuing shares of Common Stock, thereby
diluting the voting power of the other outstanding shares and increasing the
potential cost to acquire control of the Company. The amendment therefore may
have the effect of discouraging unsolicited takeover attempts, thereby
potentially limiting the opportunity for the Company's shareholders to dispose
of their shares at the higher price generally available in takeover attempts or
that may be available under a merger proposal. The proposed amendment may have
the effect of permitting the Company's current management, including the current
Board of Directors, to retain their positions, and place the Company in a better
position to resist changes that shareholders may wish to make if they are
dissatisfied with the conduct of the Company's business. However, the Board of
Directors is not aware of any attempt to take control of the Company, and the
Board of Directors has not presented this proposal with the intent that it be
utilized as a type of anti-takeover device.



    If the proposed amendment is adopted, it will become effective upon filing
of an amendment to the Company's Certificate with the Secretary of State of the
State of Delaware. If the amendment is not approved, the Company's Certificate
will not be changed.


                                       17
<PAGE>
REQUIRED VOTE

    The affirmative vote of a majority of the outstanding shares of Common Stock
entitled to vote on this matter is required to approve the amendment to the
Company's Certificate. Abstentions and broker non-votes will have the effect of
voting against this proposal.

    THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" APPROVAL OF THE AMENDMENT.

PROPOSAL 3. APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION ELIMINATING THE COMPANY'S AUTHORITY TO ISSUE CLASS A COMMON STOCK.


    At the Company's 1998 Annual Meeting, the shareholders approved an amendment
to the Company's Certificate of Incorporation (the "Certificate") to authorize
32,000,000 shares of Class A Common Stock, par value $0.10 (the "Class A Common
Stock"). In January 1999, 15,810,277 shares of Class A Common Stock were issued
to Intel Corporation ("Intel") in connection with a $500 million investment by
Intel in the Company. Intel has since converted all its shares of Class A Common
Stock into Common Stock and sold them in open market transactions. As of
July 20, 2000, there were no shares of Class A Common Stock outstanding. The
shareholders are being asked to approve at the Annual Meeting an amendment to
the Certificate which will eliminate the Company's authority to issue Class A
Common Stock.


PURPOSE AND EFFECT OF THE AMENDMENT


    The purpose of the proposed amendment to the Certificate is to eliminate the
Company's authority to issue Class A Common Stock. The Company's Class A Common
Stock has rights and obligations particular to the completed investment by
Intel. The Company has no intention of issuing additional shares of Class A
Common Stock. Therefore, the authority to grant Class A Common Stock no longer
serves any useful purpose and may be misleading to those reviewing the
Certificate. If this proposal is approved, Section 4(a) of the Certificate will
be revised to eliminate the reference to Class A Common Stock and Section 4(b)
of the Certificate, which sets forth the terms of the Class A Common Stock, will
be deleted in its entirety.



    If the proposed amendment is adopted, it will become effective upon filing
of an amendment to the Company's Certificate with the Secretary of State of the
State of Delaware. If the amendment is not approved, the Company's Certificate
will not be changed.


REQUIRED VOTE

    The affirmative vote of a majority of the outstanding shares of Common Stock
entitled to vote on this matter is required to approve the amendment to the
Company's Certificate. Abstentions and broker non-votes will have the effect of
voting against this proposal.

THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" APPROVAL OF THE AMENDMENT.

                                       18
<PAGE>
PROPOSAL 4. RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS


    The Board of Directors has appointed PricewaterhouseCoopers LLP ("PwC"),
independent accountants, to audit the consolidated financial statements of the
Company for the fiscal year ending August 30, 2001. PwC and its predecessor,
Coopers and Lybrand LLP, have been the Company's independent accountants since
fiscal 1985. If the ratification of PwC's appointment is not approved by a
majority of the shares voting thereon, the Board of Directors will reconsider
its decision to appoint PwC as the Company's independent accountants.
Representatives of PwC are expected to be present at the Annual Meeting, will
have the opportunity to make a statement if they so desire, and are expected to
be available to respond to appropriate questions.


    THE BOARD OF DIRECTORS RECOMMENDS VOTING "FOR" THE RATIFICATION OF THE
APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP.

PROPOSAL 5.  OTHER MATTERS


    The Company knows of no other matters to be submitted at the Annual Meeting.
If any other matters properly come before the meeting, the persons named in the
accompanying form of proxy will vote, in their discretion, the shares they
represent.



DEADLINE FOR RECEIPT OF SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING



    Proposals of shareholders of the Company which are intended to be presented
at the Company's 2001 Annual Meeting of Shareholders must be received by the
Company at its principal executive offices located at 8000 S. Federal Way,
Boise, Idaho 83716-9632, no later than June 26, 2001, and must also be in
compliance with the Company's Certificate of Incorporation and Bylaws and with
applicable laws and regulations in order to be included in the proxy statement
and form of proxy relating to that meeting. Proposals which are received after
June 26, 2001, will be untimely and will not be considered at the meeting.


                                          THE BOARD OF DIRECTORS

October 24, 2000

                                       19
<PAGE>
                                     [MAP]
<PAGE>
          THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

                                     [LOGO]

                      2000 ANNUAL MEETING OF SHAREHOLDERS
                               NOVEMBER 28, 2000

The undersigned shareholder(s) of Micron Technology, Inc., a Delaware
corporation, hereby acknowledge(s) receipt of the Notice of 2000 Annual Meeting
of Shareholders and Proxy Statement, each dated October 24, 2000, and hereby
appoints Steven R. Appleton and W. G. Stover, Jr., and each of them, proxies and
attorneys-in-fact, with full power to each of substitution, on behalf and in the
name of the undersigned, to represent the undersigned at the 2000 Annual Meeting
of Shareholders of Micron Technology, Inc., to be held November 28, 2000, at
9:00 a.m., Mountain Standard Time, at the COMPANY'S HEADQUARTERS LOCATED AT 8000
S. FEDERAL WAY, BOISE, IDAHO 83716-9632, and at any adjournment or adjournments
thereof, and to vote (including cumulatively, if required) all shares of Common
Stock which the undersigned would be entitled to vote if then and there
personally present, on the matters set forth below:

<TABLE>
<S>    <C>                                <C>                                <C>
1.     ELECTION OF DIRECTORS:             / / FOR nominees listed below      / / WITHHOLD authority
                                            (except as indicated)              to vote for all nominees listed
                                                                               below
</TABLE>

    IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE
    A LINE THROUGH THAT NOMINEE'S NAME IN THE LIST BELOW: Steven R. Appleton;
    James W. Bagley; Robert A. Lothrop; Thomas T. Nicholson; Don J. Simplot;
    Gordon C. Smith; William P. Weber

                           (to be signed on reverse side)
<PAGE>
                            (continued from other side)

<TABLE>
<S>  <C>                                                           <C>
2.   PROPOSAL BY THE COMPANY TO APPROVE AN AMENDMENT TO THE
     COMPANY'S CERTIFICATE OF INCORPORATION INCREASING THE NUMBER
     OF AUTHORIZED SHARES OF COMMON STOCK FROM 1,000,000,000 TO
     3,000,000,000                                                   / / FOR    / / AGAINST    / / ABSTAIN
3.   PROPOSAL BY THE COMPANY TO APPROVE AN AMENDMENT TO THE
     COMPANY'S CERTIFICATE OF INCORPORATION ELIMINATING THE
     COMPANY'S AUTHORITY TO ISSUE CLASS A COMMON STOCK               / / FOR    / / AGAINST    / / ABSTAIN
4.   PROPOSAL BY THE COMPANY TO RATIFY THE APPOINTMENT OF
     PRICEWATERHOUSECOOPERS LLP AS THE COMPANY'S INDEPENDENT
     ACCOUNTANTS FOR FISCAL 2001                                     / / FOR    / / AGAINST    / / ABSTAIN
</TABLE>

and in their discretion, upon such other matter or matters which may properly
come before the meeting or any adjournment or adjournments thereof.

The shares represented by this proxy when properly executed will be voted in the
manner directed herein by the undersigned shareholder(s). IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2, 3 AND 4. If any other matters
properly come before the meeting, or if cumulative voting is required, the
persons named in this proxy will vote, in their discretion, provided that they
will not vote in the election of directors for persons for whom authority to
vote has been withheld.

<TABLE>
<S>                                                           <C>
                                                              Dated -------------------------------------------
                                                              Signature ---------------------------------------
                                                              Signature ---------------------------------------
</TABLE>

(This proxy should be voted, signed, and dated by the shareholder(s) exactly as
his or her name appears hereon, and returned promptly in the enclosed envelope.
Persons signing in a fiduciary capacity should so indicate. If shares are held
by joint tenants or as community property, both should sign.)
<PAGE>


                                                           -------------------
                                                           COMPANY #
                                                           CONTROL #
                                                           -------------------

                THERE ARE THREE WAYS TO VOTE YOUR PROXY

YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR
SHARES IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR
                               PROXY CARD.

              VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326
                      -- QUICK *** EASY *** IMMEDIATE

- Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
  week, until 12:00 p.m. (ET) on November 27, 2000.
- You will be prompted to enter your 3-digit Company Number and your 7-digit
  Control Number which are located above.
- Follow the simple instructions the Voice provides you.

             VOTE BY INTERNET -- http://www.eproxy.com/mu/
                      -- QUICK *** EASY *** IMMEDIATE

- Use the Internet to vote your proxy 24 hours a day, 7 days a week, until
  12:00 p.m. (CT) on November 27, 2000.
- You will be prompted to enter your 3-digit Company Number and your 7-digit
  Control Number which are located above to obtain your records and create an
  electronic ballot.

                               VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid
envelope we've provided or return it to MICRON TECHNOLOGY, INC., c/o
Shareowner Services-SM-, P.O. Box 64873, St. Paul, MN 55164-0873.


    IF YOU VOTE BY PHONE OR INTERNET, PLEASE DO NOT MAIL YOUR PROXY CARD
                             PLEASE DETACH HERE



      THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ITEMS 1, 2, 3 AND 4.

1. Election of directors:   01 Steven R. Appleton    02 James W. Bagley
   03 Robert A. Lothrop     04 Thomas T. Nicholson   05 Don J. Simplot
   06 Gordon C. Smith       07 William P. Weber

/ / FOR nominees listed (except as indicated)

/ / WITHHOLD authority to vote for all nominees listed

(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NUMBER(S) OF THE NOMINEE(S) IN THE BOX PROVIDED TO THE RIGHT.)

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

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

2. Proposal by the Company to approve an amendment to the Company's
   Certificate of Incorporation increasing the number of authorized shares of
   Common Stock from 1,000,000,000 to 3,000,000,000

   / /  FOR          / / AGAINST       / / ABSTAIN

3. Proposal by the Company to approve an amendment to the Company's
   Certificate of Incorporation eliminating the Company's authority to issue
   Class A Common Stock

   / /  FOR          / / AGAINST       / / ABSTAIN

4. Proposal by the Company to ratify the appointment of
   PricewaterhouseCoopers LLP as the Company's independent accountants for
   fiscal 2001

   / /  FOR          / / AGAINST       / / ABSTAIN

AND IN THEIR DISCRETION, UPON SUCH OTHER MATTER OR MATTERS WHICH MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT OR ADJOURNMENTS THEREOF

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO
DIRECTION IS GIVEN, WILL BE VOTED FOR EACH PROPOSAL.

Address Change? Mark Box / / Indicate changes below:





Dated______________________________

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

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

Signature(s) in Box

(This proxy should be voted, signed, and dated by the shareholder(s) exactly
as his or her name appears hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate. If
shares are held by joint tenants or as community property, both should sign.)


<PAGE>


                               [MICRON LOGO]

                        ANNUAL MEETING OF SHAREHOLDERS

                              NOVEMBER 28, 2000
                                  9:00 A.M.

                           COMPANY'S HEADQUARTERS
                            8000 S. FEDERAL WAY,
                            BOISE, IDAHO 83716-9632




MICRON TECHNOLOGY, INC.
BOISE, IDAHO 83716-9632                                                   PROXY
-------------------------------------------------------------------------------

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The undersigned shareholder(s) of Micron Technology, Inc., a Delaware
corporation, hereby acknowledge(s) receipt of the Notice of 2000 Annual
Meeting of Shareholders and Proxy Statement, each dated October 24, 2000, and
hereby appoints Steven R. Appleton and W. G. Stover, Jr., and each of them,
proxies and attorneys-in-fact, with full power to each of substitution, on
behalf and in the name of the undersigned, to represent the undersigned at
the 2000 Annual Meeting of Shareholders of Micron Technology, Inc., to be
held November 28, 2000, at 9:00 a.m., Mountain Standard time, at the
COMPANY'S HEADQUARTERS LOCATED AT 8000 S. FEDERAL WAY, BOISE, IDAHO
83716-9632, and at any adjournment or adjournments thereof, and to
vote (including cumulatively, if required) all shares of Common Stock which
the undersigned would be entitled to vote if then and there personally
present, on the matters set forth below:

IF NO CHOICE IS SPECIFIED, THE PROXY WILL BE VOTED "FOR" ITEMS 1, 2, 3 AND 4.

The shares represented by this proxy when properly executed will be voted in
the manner directed herein by the undersigned shareholder(s). IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR ITEMS 1, 2, 3 AND 4. If any other
matters properly come before the meeting, or if cumulative voting is
required, the persons named in this proxy will vote, in their discretion,
provided that they will not vote in the election of directors for persons for
whom authority to vote has been withheld.

                       SEE REVERSE FOR VOTING INSTRUCTIONS.




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