FORM 10-Q/A
(Amendment No. 1)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

 (Mark One)

 

 

 

ý

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the quarterly period ended                                                    March 4, 2004

 

 

 

OR

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the transition period from                                                                to

 

 

 

Commission file number                                                                    1-10658

 

Micron Technology, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

75-1618004

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer
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

 

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 ý No o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).  Yes ý No o

 

The number of outstanding shares of the registrant’s common stock as of April 12, 2004, was 610,533,796.

 

 



 

This Amendment No. 1 to Micron Technology, Inc.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 4, 2004, is being filed for the purpose of refiling exhibits 31.1 and 31.2 to such Form 10-Q.  Exhibits 31.1 and 31.2 have been revised to reflect the required language that became effective for periodic reports filed on or after August 14, 2003.  The amended certifications are intended to replace the prior certifications, and no changes other than changes to Item 6 are being made by means of this filing.

 

Item 6.  Exhibits and Reports on Form 8-K

 

(a)           The following are filed as a part of this report:

 

Exhibit
Number

 

Description of Exhibit

 

 

 

3.1

 

Restated Certificate of Incorporation of the Registrant (1)

3.7

 

Bylaws of the Registrant, as amended (2)

31.1

 

Rule 13a-14(a) Certification of Chief Executive Officer

31.2

 

Rule 13a-14(a) Certification of Chief Financial Officer

32.1

 

Certification of Chief Executive Officer Pursuant to 18 U.S.C. 1350

32.2

 

Certification of Chief Financial Officer Pursuant to 18 U.S.C. 1350

 


(1)           Incorporated by reference to Quarterly Report on Form 10-Q for the fiscal quarter ended May 31, 2001

(2)           Incorporated by reference to Quarterly Report on Form 10-Q for the fiscal quarter ended May 29, 2003

 

(b)           The registrant filed the following reports on Form 8-K during the fiscal quarter ended March 4, 2004:

 

Date

 

Item

 

 

 

December 23, 2003

 

Item 12, Disclosure of Results of Operations and Financial Condition

 

2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

Micron Technology, Inc.

 

(Registrant)

 

 

 

 

Dated:  July 16, 2004

/s/ W. G. Stover, Jr.

 

W. G. Stover, Jr., Vice President of Finance and
Chief Financial Officer (Principal Financial and
Accounting Officer)

 

3


EXHIBIT 31.1

 

RULE 13a-14(a) CERTIFICATION OF
CHIEF EXECUTIVE OFFICER

 

I, Steven R. Appleton, certify that:

 

1.     I have reviewed this quarterly report on Form 10-Q of Micron Technology, Inc.;

 

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a.     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

c.     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Date:  July 16, 2004

 

 

/s/ Steven R. Appleton

 

 

Steven R. Appleton

 

Chief Executive Officer

 


EXHIBIT 31.2

 

RULE 13a-14(a) CERTIFICATION OF
CHIEF FINANCIAL OFFICER

 

I, Wilbur G. Stover, Jr., certify that:

 

1.     I have reviewed this quarterly report on Form 10-Q of Micron Technology, Inc.;

 

2.     Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.     Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.     The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

 

a.     Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b.     Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

c.     Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.     The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a.     All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b.     Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date:  July 16, 2004

 

 

/s/ W. G. Stover, Jr.

 

 

W. G. Stover, Jr.

 

Chief Financial Officer

 


EXHIBIT 32.1

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. 1350

 

I, Steven R. Appleton, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Micron Technology, Inc. on Form 10-Q for the period ended March 4, 2004, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Micron Technology, Inc.

 

 

Date:  July 16, 2004

By:

/s/ Steven R. Appleton

 

 

 

 Steven R. Appleton

 

 

 Chairman of the Board, Chief Executive Officer

 

 

 and President

 


EXHIBIT 32.2

 

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350

 

I, W. G. Stover, Jr., certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Micron Technology, Inc. on Form 10-Q for the period ended March 4, 2004, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Quarterly Report on Form 10-Q/A fairly presents, in all material respects, the financial condition and results of operations of Micron Technology, Inc.

 

 

Date:  July 16, 2004

By:

/s/ W. G. Stover, Jr.

 

 

 

 W. G. Stover, Jr.

 

 

 Vice President of Finance and

 

 

 Chief Financial Officer