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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM _____ TO ____
COMMISSION FILE NUMBER 0-14278
MICROSOFT CORPORATION
(Exact name of registrant as specified in its charter)
WASHINGTON 91-1144442
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE MICROSOFT WAY, REDMOND, WASHINGTON 98052-6399
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (206) 882-8080
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK
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 common stock held by non-affiliates of the
registrant as of September 9, 1996 was $45,936,687,455.
The number of shares outstanding of the registrant's common stock as of
September 9, 1996 was 596,226,947.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the 1996 Annual Report to Shareholders are incorporated by reference
into Parts I, II and IV.
Portions of the definitive Proxy Statement dated September 27, 1996 to be
delivered to shareholders in connection with the Annual Meeting of Shareholders
to be held November 12, 1996 are incorporated by reference into Part III.
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MICROSOFT CORPORATION
FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 1996
INDEX
PART I
Item 1. Business...................................................................................... 1
Item 2. Properties.................................................................................... 10
Item 3. Legal Proceedings............................................................................. 10
Item 4. Submission of Matters to a Vote of Security Holders........................................... 10
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters.......................... 11
Item 6. Selected Financial Data....................................................................... 11
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations......... 11
Item 8. Financial Statements and Supplementary Data................................................... 11
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures......... 11
PART III
Item 10. Directors and Executive Officers of the Registrant............................................ 12
Item 11. Executive Compensation........................................................................ 13
Item 12. Security Ownership of Certain Beneficial Owners and Management................................ 13
Item 13. Certain Relationships and Related Transactions................................................ 13
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K............................... 14
Signatures .............................................................................................. 15
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PART I
Item 1. Business
GENERAL
Microsoft Corporation (the "Company" or "Microsoft") was founded as a
partnership in 1975 and incorporated in 1981. Microsoft develops, manufactures,
licenses, sells, and supports a wide range of software products, including
operating systems for personal computers (PCs) and servers; server applications
for client/server environments, business and consumer productivity applications;
interactive media programs; and Internet platform and development tools.
Microsoft also offers online services, sells personal computer books and input
devices, and researches and develops advanced technology software products.
Microsoft(R) products are available for most PCs, including Intel
microprocessor-based computers and Apple computers.
Microsoft's business strategy emphasizes the development of a broad line of PC
software products for business and personal use, marketed through multiple
channels of distribution. The Company is divided into four main groups: the
Platforms Product Group; the Applications and Content Product Group; the Sales
and Support Group; and the Operations Group.
The Platforms Product Group is comprised of three divisions, each responsible
for a particular area of platforms software development and marketing. The
Desktop and Business Systems Division develops PC and server operating systems
and a suite of server applications. The Internet Platform and Tools Division
creates software development tools, Internet browser technology, and other
Internet and online products and technologies. The Consumer Platforms Division
develops system software for non-PC devices, integrated software systems for
public networks, and software for the creation of content for digital media
productions.
The Applications and Content Product Group creates and markets productivity
programs, desktop finance products, PC input devices, and interactive
entertainment and information products. The group also includes an advanced
technology research division. The Desktop Applications Division creates business
productivity applications and products designed for the home, school, and the
small business market. The Interactive Media Division develops kids titles,
games, information products, and The Microsoft Network (MSN(TM)). The Input
Device Division creates PC peripherals. The Desktop Finance Division develops
personal finance products. Microsoft Research is a research lab dedicated to
creating new technology in support of the Company's vision for the evolution of
personal computing.
The Sales and Support Group is responsible for building long-term business
relationships with customers. This group is organized to serve three customer
types: original equipment manufacturers (OEMs), end-users, and organizations.
The group also focuses directly on large enterprises, offering tailored license
programs, enterprisewide support, consulting services, and other specialized
services. The group manages the channels that serve customers by working with
OEMs, distributors, and resellers. In addition to the OEM channel, Microsoft has
three major geographic sales organizations: U.S. and Canada, Europe, and Other
International. The group supports the Company's products with technical support
for end-users, developers, and organizations.
The Operations Group is responsible for managing business operations and overall
business planning. This includes the process of manufacturing and delivering
finished goods and licenses; the publishing efforts of Microsoft Press; and
corporate functions such as finance, administration, human resources, and legal.
PRODUCTS
DESKTOP AND BUSINESS SYSTEMS
The Desktop and Business Systems Division has overall responsibility for the
Microsoft Windows(R) and Microsoft BackOffice(TM) product families. Operating
system software performs a variety of functions, such as allocating computer
memory, scheduling applications software execution, managing information and
communication flow among the various PC components, and enabling end-users to
access files and information. The division's products are: (Please note: Windows
3.1 and Windows for Workgroups 3.11 are hereafter referred to collectively as
"Windows 3.X.")
WINDOWS 95: Microsoft's newest personal operating system, the successor to
MS-DOS and Windows 3.X, was released commercially in August 1995; periodic
service releases have been made available to hardware OEMs and to end-users via
the Internet on www.microsoft.com. Windows 95 is a fully integrated,
multitasking 32-bit operating system,
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designed to be compatible with most Intel microprocessor-based PCs, hardware
devices, and Windows 3.X and MS-DOS applications.
WINDOWS NT WORKSTATION (NTW): Also a fully integrated, multitasking 32-bit
operating system, Windows NTW provides greater security, robustness and
portability. Given this optimization, Windows NTW is not as fully compatible
with as many legacy applications and device drivers as Windows 95. Windows NTW
is a multithreaded operating system for mission critical computing which
provides the same features and applications programming interfaces (APIs) across
four hardware platforms: Intel, Alpha AXP, MIPS, and Power PC.
MS-DOS: MS-DOS is a single-user, single-tasking operating system designed for
Intel microprocessor-based PCs. MS-DOS was introduced in 1981 and was
preinstalled by OEMs on most PCs shipped prior to the release of Windows 95.
WINDOWS 3.1: Microsoft Windows 3.1 provides a graphical user interface and
other enhancements for MS-DOS-based PCs. Windows 3.1 supports high-performance
Windows-based applications, and offers ease of use, aesthetic appeal, and
straightforward integration into corporate computing environments.
WINDOWS FOR WORKGROUPS 3.11: Windows for Workgroups 3.11 integrates network and
workgroup functionality directly into the Windows operating system. With Windows
for Workgroups, users can share files, data, and printers, with ease of access
and security.
WINDOWS NT SERVER (NTS): Windows NTS is a powerful operating system foundation
for both server applications and file and print serving, providing extensive
network management features, administration tools, security, and fault
tolerance, and is a platform for business critical applications and databases,
connectivity, system management, and mail servers. Windows NTS integrates Web
services such as Microsoft Internet Information Server (IIS), a server used to
manage intranet and Internet functionality, Microsoft FrontPage(TM) Web
authoring and management tool, and Microsoft Index Server, a content indexing
and querying search engine.
MICROSOFT BACKOFFICE: The Microsoft BackOffice family of server applications is
an integrated series of software products that work together running on a single
server, on multiple servers across a network or intranet, or on the Internet.
BackOffice enables desktop users to access and integrate information from a
variety of sources inside and outside an organization. Microsoft Exchange Server
provides e-mail, group scheduling, and integrated groupware capabilities;
Microsoft SQL Server(TM) manages and stores data; Microsoft SNA Server provides
connectivity to host data and applications; and Microsoft Systems Management
Server centrally manages this distributed environment.
INTERNET PLATFORM AND TOOLS PRODUCTS
The Internet Platform and Tools Division provides Internet browser technology,
software development tools, Internet and online server products, and technical
information to Windows and Internet applications developers. These products and
services empower independent software developers, corporate developers,
solutions developers, and Webmasters to create a broad spectrum of applications,
primarily for Windows 95 and Windows NT, but also for the platform-independent
Internet and intranets.
INTERNET SOFTWARE: The division has overall development and marketing
responsibility for Microsoft Internet Explorer, the Company's Internet browser.
It also provides products for developing, running, and managing Internet and
intranet applications and content, including ActiveX(TM) controls. Formerly
known as object linking and embedding (OLE) controls, ActiveX controls are
components (or objects) that can be inserted into a Web page or other
application which allow packaged functionality programmed elsewhere to be
reused and enables realtime, interactive content.
DESKTOP DATABASE PRODUCTS: Database products control the maintenance and
utilization of structured data organized into a set of records or files. The
Company offers database products which span the needs of a wide variety of
users, from individuals to large corporations. Microsoft Access is a relational
database management application which provides access to structured business
data. Microsoft FoxPro is a desktop database development tool which is
compatible with the industry standard xBase development language.
SOFTWARE DEVELOPMENT TOOLS AND COMPUTER LANGUAGES: Software development tools
and computer languages allow software developers to write programs in a
particular computer language and translate programs into a binary
machine-readable set of commands that activate and instruct PC hardware. The
Company develops and markets a number of software development environments,
language compilers, and software testing tools. Microsoft Visual C++(TM) is the
Company's development system for Windows application development. The Microsoft
Visual Basic(TM) programming system provides easy access to a wide variety of
data sources by integrating the Microsoft Access
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database engine and the ability to leverage investments in commercial
applications through ActiveX controls. Microsoft(R) Visual J++, a development
environment for Java applications and Internet applets, contains a high
productivity Integrated Development Environment and a collection of integrated
components to create, test, tune and deploy Java code on multiple platforms
using ActiveX controls.
DEVELOPER INFORMATION: The Company provides third party software developers with
a wide range of technical and support information that assists them in
developing software products intended to run on Windows operating systems,
taking advantage of key technologies such as ActiveX controls and Windows 32-bit
APIs. Developers can subscribe to the Microsoft Developer Network (MSDN)
information service and receive periodic updates via CD-ROMs, magazines, and
several on-line information services.
ELECTRONIC COMMERCE AND INTERNET SERVICES: Microsoft is currently developing
software to enable retailing on the Internet. Microsoft Merchant Server, which
will run on Windows NTS, will allow merchants to provide online shopping to
customers and handle credit card transaction payments. Microsoft is also
developing a new platform for commercial Internet services designed for Internet
service providers and commercial Web publishers built on Windows NTS and
integrated with IIS. The technologies under development include the major
components needed to run a commercial, fee-based service, including value-added
mail, forum areas, chat, news, indexing, and other content management services.
CONSUMER PLATFORMS
The Consumer Platforms Division is developing software for three distinct
platforms: non-PC devices, the Broadcast PC, and Network Multimedia.
NON-PC DEVICES: The division is responsible for Windows CE development,
Microsoft's open and scaleable Windows platform for a broad range of
communications, entertainment, and mobile computing devices. The Windows CE
platform is a new operating system enabling new categories of business and
consumer non-PC devices to communicate with each other, share information with
Windows PCs, and connect to the Internet. Windows CE devices are based on the
Win32 API and build on and extend the Company's technology and tools base. The
first non-PC product which will be available is the Handheld PC, designed to be
a companion to a Windows-based PC.
BROADCAST PC: The Broadcast PC will extend the Windows family by enabling PCs to
be clients of existing and emerging broadcast networks, supporting new content
opportunities for Windows-based PCs through the use of data broadcasting
technology. Examples of these networks include: satellite television networks,
Internet's Multicast backbone, cable television networks that support cable
modems, wireless cable networks, and conventional TV networks that broadcast
data in the vertical blanking interval (VBI) of the TV.
NETWORK MULTIMEDIA: The division is also developing multicasting tools which
will enable network administrators to efficiently deploy rich multimedia content
and applications, streaming technology enabling the client to view audio and
illustrated audio without downloading anything to the PC, and NT-based server
software designed to reliably deliver high-bandwidth video over dedicated
networks to a large number of PC clients.
The Consumer Platforms Division is also responsible for Softimage, which
develops, markets, and supports a family of interactive software products
enabling digital media producers to create and edit two- and three-dimensional
content for digital media productions. Softimage supplies 3D visualization
software for broadcast, film production, and other high-end animation
applications. In addition, Softimage has a product line of 2D visualization
software for use on high-end applications, including post production editing and
the integration of visual images, text, sound, and special effects technology.
These products are designed for the Windows NT and IRIX operating systems.
SOFTIMAGE 3D AND 3D EXTREME: Softimage 3D provides three-dimensional animation
software for film and video professionals, animators, and artists who create and
produce high-end three-dimensional imagery for traditional and new media. 3D
Extreme includes both the features of 3D and advanced special effects for
modeling and rendering.
DIGITAL STUDIO: Digital Studio is a fully integrated software-based environment
blending 2D and 3D graphics, digital video, and digital audio. Digital Studio
accommodates all types of projects for digital multimedia such as high end
advertising, entertainment, games, and integrated interactive multimedia,
offering all of the tools needed to create every kind of digital media
production in a consistent, digital authoring environment.
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DESKTOP APPLICATIONS SOFTWARE
The Desktop Applications Division develops applications software, which provides
the PC with instructions for the performance of productivity tasks such as
manipulating text, numbers, or graphics. The Company's desktop applications
software is designed for use by a broad class of end-users, regardless of
business, industry, or market segment. Primary examples of desktop applications
software are word processing, spreadsheet, and presentation graphics programs.
The Company's desktop applications programs are developed principally for
Windows and Macintosh operating systems.
MICROSOFT OFFICE: Microsoft Office(R) is a suite of software programs featuring
seamless integration of the most commonly used desktop applications. Microsoft
Office is based upon a document-centric concept, with common commands and
extensive use of object linking and embedding (OLE) cross-application
capabilities. Microsoft Office is available in several versions, with certain
combinations of products available for the various operating system platforms.
Products offered in the various versions include Microsoft Word, Microsoft
Excel, the Microsoft PowerPoint(R) presentation graphics program, Schedule+, the
Microsoft Access(R) database, Bookshelf, and others.
MICROSOFT WORD: The Company's principal word processing program is Microsoft
Word. Versions of Microsoft Word provide all the features that users of word
processing products expect in a graphical environment, plus the ability to
handle graphics, tables, spreadsheet data, charts, and images imported from
other software programs.
MICROSOFT EXCEL: The Company's spreadsheet program is Microsoft Excel. It is an
integrated spreadsheet with pivot table, database, and business graphics
capabilities. Microsoft Excel allows full linking and embedding of objects that
permits users to view and edit graphics or charts from other programs in the
worksheet in which the object is stored. Microsoft Excel graphics capabilities
can be linked to its spreadsheets to allow simultaneous changes to charts as
changes are made to the spreadsheets.
MICROSOFT POWERPOINT: Microsoft PowerPoint is a presentation graphics program
for producing transparencies, slides, overheads, and prints.
MICROSOFT PROJECT: Microsoft Project is a critical path project scheduling and
resource allocation program. The product can perform as a budgeting, monitoring,
and cost estimating tool for large business projects and as a critical path and
schedule planning tool.
OTHER PRODUCTIVITY PRODUCTS: The Company also offers other productivity
products, including Microsoft Works, Microsoft Publisher, and Microsoft
FrontPage. Microsoft Works is an integrated software program that contains basic
word processing, spreadsheet, and database capabilities that allows the easy
exchange of information from one tool to another. Microsoft Publisher is an
easy-to-use, entry-level desktop publishing program. Microsoft FrontPage is a
Web authoring and management tool for Web sites on the Internet or intranets.
INTERACTIVE MEDIA PRODUCTS
The Microsoft Interactive Media Division develops and markets interactive
entertainment and information products across a variety of media, including the
Internet, The Microsoft Network, and CD-ROM.
INFORMATION: Reference titles include Microsoft Encarta(TM) and Microsoft
Bookshelf(R). The Encarta multimedia encyclopedia database blends text in
articles with a wealth of innovative, interactive information presented through
animations, videos, maps, charts, sounds, and pictures. Bookshelf is a
multimedia reference library that integrates seven well-respected and
authoritative works, including a dictionary, world atlas, world almanac,
thesaurus, concise encyclopedia, and two books of quotations.
Personal interest titles include Microsoft Cinemania(TM), an interactive guide
to the movies with entries for 19,000 films, Microsoft Dinosaurs, and many
musical titles.
Geography and travel products include Automap Road Atlas, a comprehensive
route-planning program with detailed maps and road information for routes in
North America.
KIDS: Titles for children include Microsoft Creative Writer and Microsoft Fine
Artist. Creative Writer is a full-featured creative writing and publishing
program; Fine Artist is a comprehensive art program. Both products take
advantage of the computer's ability to integrate text, high-quality graphics,
sound, and animation to produce an enriching creative experience for children.
The Company also has a series of products based on the popular children's books
and television series, The Magic School Bus.
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ENTERTAINMENT: The Company also has a line of entertainment products. Microsoft
Flight Simulator is a popular aircraft flight simulation product available for
MS-DOS and Macintosh operating systems. Games include Space Simulator, Microsoft
Golf, Microsoft Fury(3), and Microsoft Arcade. Most games are available for the
Windows 95 environment.
THE MICROSOFT NETWORK: The Microsoft Network is an interactive online service.
MSN provides easy and inexpensive access for users to a wide range of
graphically-rich online content, a compelling business model and platform for
independent content providers (ICPs), and rich and powerful development tools.
The online service provides access to the Internet, electronic mail, bulletin
boards, and a myriad of additional services offered by Microsoft and by ICPs.
Content and service providers aligned with MSN have flexibility in creating
products and pricing their services, such as subscriptions, online transactions,
and ticket events. Services may be supported by advertising and commerce.
MSN is owned by The Microsoft Network L.L.C. Microsoft owns 80% of the entity
while a wholly owned subsidiary of Tele-Communications, Inc. (TCI) owns the
remaining 20%.
JOINT VENTURES: The Company has entered into joint venture arrangements to
leverage creative talent and content from other organizations. Microsoft owns
50% of DreamWorks Interactive L.L.C., a software company that develops
interactive and multimedia products. DreamWorks SKG owns the remaining 50%.
Microsoft owns 50% of MSNBC Cable L.L.C., a 24-hour cable news and information
channel; and 50% of MSNBC Interactive News L.L.C., an interactive online news
service. National Broadcasting Company (NBC) owns the remaining 50% of these two
joint ventures.
PC INPUT DEVICES
The Company's major input device is the Microsoft Mouse, a hand-held pointing
device that facilitates use of a PC. It can be used with MS-DOS and Windows
operating systems and works with most applications products from Microsoft and
other companies. Microsoft also offers a mouse designed for the home and a mouse
for young children. The Company also markets the Microsoft Natural Keyboard(TM),
an ergonomically-designed keyboard. Additionally, Microsoft sells two versions
of Sidewinder(TM), a joystick for games.
DESKTOP FINANCE
Microsoft Money is a financial organization product that allows users to
computerize their household finances. Microsoft Money is available for systems
running Windows 95. It is visually appealing, easy to use, and focuses on the
financial tasks that people do most often. Microsoft Money provides enhanced
online home-banking services with 17 different banks in the U.S. Users who are
customers of participating banks are able to pay bills online, access up-to-date
statements and balances, transfer funds, and send email messages and inquiries
to their banks.
MICROSOFT PRESS
Microsoft Press publishes books about software products from Microsoft and other
software developers and about current developments in the industry. Books
published by Microsoft Press typically are written and copyrighted by
independent authors who submit their manuscripts to the Company for publication
and who receive royalties based on net revenues generated by the book.
Microsoft Press contracts with an independent commercial printer for the
manufacturing of its books. Publisher's Resources, Inc. acts as the Company's
main fulfillment house in the United States, maintaining the majority of the
inventory of Microsoft Press books. Books are marketed by independent sales
representatives and by Microsoft Press sales personnel. Internationally,
Microsoft Press has numerous international agreements with publishers for the
worldwide distribution of its books. Microsoft Press has granted a publisher in
England the right to distribute English language versions of its books in all
countries except the United States, Canada, Central and South America, and
certain Asian countries. In most cases, Microsoft Press provides each publisher
with a book's manuscript, and the publisher arranges for its translation and the
printing, marketing, and distribution of the translated version.
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PRODUCT DEVELOPMENT
The PC software industry is characterized by extremely rapid technological
change, which requires constant attention to software technology trends and
shifting consumer demand, and rapid product innovation. The pace of change has
recently become even greater due to the surge of interest in the Internet, other
forms of online services, networking generally, and new programming languages,
such as Java.
Most of the Company's software products are developed internally. The Company
also purchases technology, licenses intellectual property rights, and oversees
third party development for certain products. Internal development enables
Microsoft to maintain closer technical control over the products and gives the
Company the freedom to designate which modifications and enhancements are most
important and when they should be implemented. The Company has created a
substantial body of proprietary development tools and has evolved development
methodologies for creating and enhancing its products. These tools and
methodologies are also designed to simplify a product's portability among
different operating systems, microprocessors, or computers. Product
documentation is generally created internally.
The Company believes that a crucial factor in the success of a new product is
getting it to market quickly to respond to new user needs or advances in PCs,
servers, peripherals, and the Internet, without compromising product quality.
The Company strives to become as informed as possible at the earliest possible
time about changing usage patterns and hardware advances that may affect
software design.
During fiscal years 1994, 1995, and 1996, the Company spent $610 million, $860
million, and $1,432 million, respectively, on product research and development
activities. Those amounts represented 13.1%, 14.5%, and 16.5%, respectively, of
net revenues in each of those years. The Company is committed to continued high
expenditures for research and product development.
LOCALIZATION
In order to best serve the needs of users in foreign countries, Microsoft
"localizes" many of its products to reflect local languages and conventions. In
France, for example, all user messages and documentation are in French and all
monetary references are in French francs, and in the United Kingdom, monetary
references are in British pounds and user messages and documentation reflect
certain British conventions. Various Microsoft products have been localized into
more than 30 languages.
MANUFACTURING
Microsoft contracts a substantial portion of its manufacturing activity to third
parties. Outside manufacturers produce various retail software packaged
products, documentation, and hardware such as mouse pointing devices, keyboards,
and joysticks. There are other custom manufacturers in the event that outsourced
manufacturing becomes unavailable from current sources.
In recent years the Company's sales mix has shifted to corporate and OEM
licenses from packaged products. Online distribution of software may increase in
the future. During July 1996, Microsoft sold its domestic manufacturing and
distribution operation.
The Company's remaining manufacturing facilities are located in Puerto Rico and
Ireland. The Irish manufacturing facility replicates disks, assembles other
purchased parts, and packages final product. The Puerto Rican facility
manufactures CD-ROMs, assembles other purchased parts, and packages final
product. Quality control tests are performed on purchased parts, finished disks
and CD-ROMs, and other products. The chief materials and components used in
Microsoft products include disks or CD-ROMs, books, and multicolor printed
materials. The Company is often able to acquire component parts and materials on
a volume discount basis. The Company has multiple sources for raw materials,
supplies, and components.
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MARKETING AND DISTRIBUTION
Microsoft aligns its sales and marketing people with several customer types,
including end-users, organizations and enterprises, and OEMs. The Company's
sales and marketing staff seeks to build long-term relationships with customers
of Microsoft products. In addition to the OEM channel, Microsoft has three major
geographic sales and marketing organizations: the U.S. and Canada, Europe, and
elsewhere in the world (Other International).
The end-user customer unit has responsibility for activities that target
end-users who make individual buying decisions for the PCs they use at work or
home. Most sales and marketing activities aimed at end-user customers are
performed by this unit, including developing and administering reseller
relationships; reseller sales terms and conditions; channel marketing and
promotions; end-user marketing programs; support policies; and seminars, events,
and sales training for resellers. The key products licensed and sold are the
Company's desktop operating systems, desktop applications, and interactive media
products.
The organization customer unit has responsibility for activities that target
groups of users in small and medium organizations. The unit works with channel
partners such as distributors, aggregators, value-added resellers, and Solution
Providers to provide complete business solutions to this customer segment. The
unit's sales and marketing activities include providing technical training of
Solution Providers and channel resellers; developing support policies; and
supporting and providing seminars, events, and sales training for channel
partners.
The enterprise customer unit has responsibility for sales and marketing
activities that target large organizations (enterprises). The unit works
directly with these organizations, and through large account resellers, to
create enterprisewide, mission critical solutions to business computing
problems.
Key products for the organization and enterprise customer units are the
Company's business systems; applications and Internet developer software;
desktop productivity applications; and desktop operating systems.
The OEM customer unit includes the sales force which works with original
equipment manufacturers that preinstall Microsoft software on their PCs.
FINISHED GOODS CHANNELS
DISTRIBUTORS AND RESELLERS: The Company markets its products in the finished
goods channels primarily through independent non-exclusive distributors and
resellers. Distributors include Computer 2000, Ingram Micro, Tech Data, and
Merisel. Resellers include Egghead Software, Softbank, Software Spectrum, and
Stream International. Microsoft has a network of field sales representatives and
field support personnel who solicit orders from distributors and resellers and
provide product training and sales support.
LARGE ACCOUNTS: The Company has a program designed to make it easier for large
organizations to acquire and maintain Microsoft products. The program, Microsoft
Select, offers flexible software acquisition, licensing, and maintenance options
specially designed to meet the needs of large multinational organizations.
Targeted audiences include technology specialists and influential end-users in
large enterprises. Marketing efforts and fulfillment are generally coordinated
with the Microsoft network of large account resellers.
SOLUTION PROVIDERS: Microsoft's Solution Providers program is a comprehensive
support relationship with independent organizations that provide network and
system integration, custom development, training, and technical support for
business computing solutions. The program supports value-added resellers (VARs),
system integrators, consultants, custom application developers, solution
developers, Internet service and hosting organizations, independent content
providers, and sitebuilders (companies that build Web sites for other
companies), as well as technical support and training organizations. Under this
business partnership strategy, the Company provides sales and product
information, development services, early access to Microsoft products, and
customer support tools including priority telephone support, education, and
business development support. To ensure high-quality technical services for the
Company's products, Microsoft Solution Providers are required to have
Microsoft-certified professionals on staff.
CONSULTING SERVICES: The Company's Consulting Services Division assists
customers in using the Company's computer operating systems, applications, and
communications products. The group works with Solution Providers and helps
create enterprisewide computing solutions for large corporate accounts.
DIRECT MARKETING: Microsoft promotes some of its products through direct
marketing techniques directed toward existing and potential users of the
Company's products. Promotional materials are typically delivered through the
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mail, utilizing lists of targeted individuals. Fulfillment of product to the
end-user is accomplished by either direct shipment or through resellers.
INTERNATIONAL SALES SITES: The Company has established marketing and/or support
subsidiaries in more than 60 countries. Sales are generally made by the local
sales subsidiary, while product is delivered by either the Company's owned or
outsourced manufacturing operations. In some locations, sales are made directly
by the Company from the U.S.
The Company's international operations, both OEM and finished goods, are subject
to certain risks common to foreign operations in general, such as governmental
regulations, import restrictions, and foreign exchange rate fluctuations.
Microsoft hedges a portion of its foreign exchange risk.
OEM CHANNEL
The Company's operating systems are licensed primarily to OEMs under agreements
that grant the OEMs the right to distribute copies of Microsoft's products with
their computers. The Company also markets certain desktop applications and
interactive media programs to OEMs under similar arrangements. In addition, the
Company markets the Microsoft Mouse and Natural Keyboard to OEMs for
distribution to buyers of their computers. In almost all cases, the products are
distributed under Microsoft trademarks. The Company has OEM agreements covering
one or more of its products with virtually all of the major PC OEMs, including
AST Research, Acer, Compaq, Digital Equipment Corporation, Dell, Fujitsu,
Gateway 2000, Hewlett-Packard, IBM, NEC, Olivetti, Packard Bell, Siemens,
Toshiba, and Vobis.
ADVERTISING
The Company works closely with large advertising and direct marketing firms.
Advertising, direct marketing, worldwide packaging, and marketing materials are
targeted to various end-user segments. The Company utilizes broad consumer media
(television, radio, and business publications) and trade publications. Microsoft
has programs under which qualifying resellers and OEMs are reimbursed for
certain advertising expenditures. Microsoft also invests in direct marketing and
customer satisfaction areas. The Company maintains a broad advertising campaign
emphasizing the Microsoft brand identity.
CUSTOMERS
As described above, Microsoft has four customer types: end-users, organizations,
enterprises, and OEMs. Most end-users of Microsoft products are individuals in
businesses, government agencies, educational institutions, and at home. These
end-users obtain Microsoft products primarily through distributors, resellers,
and OEMs, which include certain Microsoft products with their hardware. Notes to
Financial Statements (see Item 8) describe customers that represent more than
10% of the Company's revenues. The Company's practice is to ship its products
promptly upon receipt of purchase orders from its customers and, consequently,
backlog is not significant.
PRODUCT SUPPORT
The Company provides product support coverage options to meet the needs of users
of Microsoft products. Support personnel are located in various sites in the
U.S. and in various Microsoft subsidiaries. Certain support is also supplied by
qualified third-party support organizations. The Company hires individuals with
product expertise and provides them with productivity tools, continuous product
education and training, and consistent processes to deliver quality support for
Microsoft products. Coverage options range from standard no-charge toll
telephone support to fee-based offerings providing unlimited 800 number
telephone and electronic technical support for all Microsoft products 24 hours
per day, 7 days per week.
Users have access to Microsoft KnowledgeBase, a library of thousands of
technical articles that is updated regularly with useful information regarding
Microsoft products. Microsoft provides access to KnowledgeBase via MSN, America
Online, CompuServe, GEnie, Prodigy, and the Internet. Additionally, the Company
offers two information subscription services: Microsoft TechNet and Microsoft
Developer Network.
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As a supplement or alternative to direct support, the Company enhances the third
party support channel by providing Microsoft Solution Providers with education,
training, tools, and support. Microsoft Solution Providers include Authorized
Training Centers, which offer advanced product education and certification on
Microsoft products; and Authorized Support Centers, which provide a wide
spectrum of multinational support, multivendor support, and integration
services.
COMPETITION
The PC software business is intensely competitive and subject to extremely rapid
technological change. Microsoft faces formidable competition in all areas of its
business activity (including competition from many companies much larger than
Microsoft). The extremely rapid pace of technological change constantly creates
new opportunities for existing competitors and start-ups and can quickly render
existing technologies less valuable. The Company also faces constant
competition from software pirates who unlawfully copy and distribute
Microsoft's copyrighted software products.
THE INTERNET: The Company faces intense competition in the development and
marketing of Internet (and intranet) software from a wide variety of companies
and organizations including IBM, Netscape, Novell, Oracle, O'Reilly, Sun
Microsystems, Apache Group, the National Center for Supercomputing Applications
(NCSA), and the European Laboratory for Particle Physics (CERN).
OPERATING SYSTEMS: Microsoft's operating system products face substantial
competition from a wide variety of companies. Major competitors such as IBM,
Apple Computer, Digital Equipment Corporation, Hewlett-Packard, Sun
Microsystems, and others, are vertically integrated in both software development
and hardware manufacturing and have developed operating systems that they
preinstall on computers of their own manufacture. Many of these operating system
software products are also licensed to third party OEMs for preinstallation on
their machines. Microsoft's operating system products compete with UNIX-based
operating systems from a wide range of companies including IBM, AT&T,
Hewlett-Packard, Sun Microsystems, The Santa Cruz Operation, and others.
Variants of UNIX run on a wide variety of computer platforms and have gained
increasing acceptance as desktop operating systems. As PC technology
increasingly moves toward connectivity and communications, Microsoft's operating
system products will face increased competition from network server operating
systems such as Novell NetWare, Banyan Vines, the many variants of UNIX, OS/2,
"middleware" products such as Lotus Notes from IBM, and intranet servers from
Netscape and others. In addition, Netscape is seeking to position its browser
software as a computing platform that would perform many of the functions
performed by operating systems from Microsoft and other vendors.
BUSINESS SYSTEMS: The Company is a fairly recent entrant into the business of
providing enterprisewide computing solutions. Several competitors enjoy a larger
share of sales and larger installed bases. Many companies offer operating system
software for mainframes and midrange computers, including IBM, DEC,
Hewlett-Packard, and Sun Microsystems. Since legacy business systems are
typically support-intensive, these competitors also offer substantive support
services. Software developers that provide competing server applications for
PC-based distributed client/server environments include Oracle, Sybase, and
Informix. There are also several software vendors who offer connectivity
servers. As mentioned above, there are numerous companies and organizations that
offer Internet and intranet server software which compete against the Company's
business systems. Additionally, IBM has a large installed base of Lotus Notes
and cc:Mail, both of which compete with the Company's workgroup and mail
products.
DESKTOP APPLICATIONS: The Company's competitors include many software
application vendors, such as IBM (Lotus), Oracle, Apple (Claris), and Corel. IBM
and Corel have large installed bases with their spreadsheet and word processor
products, respectively, and both appear to have adopted aggressive pricing
strategies in recent months. Also, IBM and Apple preinstall certain of their
software products on various models of their PCs, competing directly with
Microsoft application software.
ONLINE SERVICES: An enormous range of companies, including media conglomerates,
telephone companies, cable companies, retailers, hardware manufacturers, and
software developers, are competing to make online services widely available to
computer users. Microsoft's new online services network, MSN, faces formidable
competition from both established online networks, such as America Online,
CompuServe, Prodigy, and impending entrants. MSN also faces competition from
online services that are offered to users directly via the Internet, including,
in particular, the World Wide Web.
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INTERACTIVE MEDIA: The Company's Interactive Media division faces many smaller
but focused competitors, particularly in the areas of entertainment and
education. Many of these competitors have strong brand identification.
Consolidation in this area of software development has made certain competitors
even stronger. Examples of competitors include Intuit, Broderbund, Electronic
Arts, Softkey (including The Learning Company and Compton's), Voyager, Edmark,
CUC International (including Sierra On Line and Davidson Associates), and
Dorling Kindersley. Still other competitors own branded content, such as Disney
and Lucas Arts. Additionally, as platforms become more powerful, PC-based games
will compete head-to-head with games created for proprietary systems such as
Nintendo and Sega. Input devices face substantial competition from computer
manufacturers, since computers are typically sold with a keyboard and mouse, and
other manufacturers of these devices.
NEWS SERVICES: The Company's MSNBC joint ventures face formidable competition
from another, more established 24-hour cable and Internet news organization,
CNN. Additionally, the Fox network has announced plans for its own 24-hour cable
news service. MSNBC also competes with traditional news media such as
newspapers and broadcast TV, and Internet news services.
DEVELOPER: The Company's developer products compete against offerings from
Borland, Oracle, Sun Microsystems, Sybase, Symantec, and many other companies.
The Company believes that the principal competitive factors in marketing PC
software are a product's features and functions, ease of use, reliability, price
relative to performance, timeliness of delivery, reputation, and availability
and quality of support services. There is no assurance that the Company's
competitive position will not be adversely affected by one or more of these
factors in the future, particularly in view of the fast pace of technological
change in the software industry.
EMPLOYEES
As of June 30, 1996, the Company employed 20,561 people on a full-time basis,
13,991 domestically and 6,570 internationally. Of the total, 6,861 were in
product research and development, 10,097 in sales, marketing, and support, 1,485
in manufacturing and distribution, and 2,118 in finance and administration.
Microsoft's success is highly dependent on its ability to attract and retain
qualified employees. Competition for employees is intense in the software
industry. To date, the Company believes it has been successful in its efforts to
recruit qualified employees, but there is no assurance that it will continue to
be as successful in the future. None of the Company's employees are subject to
collective bargaining agreements. The Company believes relations with its
employees are excellent.
Item 2. Properties
The Company's corporate offices consist of approximately 3.1 million square feet
of office building space located in King County, Washington. There are two sites
that total approximately 300 acres of land. The Company is constructing three
office buildings comprising approximately 350,000 square feet of space, which
are expected to be completed in the summer of 1997. Additionally, construction
is continuing on another series of office buildings with approximately 565,000
square feet of space. Occupancy on this site will be phased starting in the
winter of 1997 and completed by spring of 1998. The Company owns all of its
corporate campus.
The Company sold its domestic manufacturing and distribution operation in
Snohomish County, Washington, in July 1996 but retains a 45,000 square foot disk
duplication facility in Humacao, Puerto Rico. The Puerto Rican facility, which
began operation in April 1990, is leased under a 10-year lease, with an option
to renew for an additional 10 years. The Company's European manufacturing
operation consists of a 161,000 square foot facility situated on 12 acres in
Dublin, Ireland. The Ireland site also includes office buildings with 157,000
square feet for international localization. The Ireland facilities are fully
owned by the Company.
The Company is constructing an office building complex with 225,000 square feet
on 33 acres of land near Redding, England. Occupancy is expected in the fall of
1997. In Les Ulis, France, the Company owns a 199,000 square foot office
building on four acres of land. In addition, the Company leases office space in
numerous locations in the United States and many other countries.
Item 3. Legal Proceedings
In connection with an ongoing investigation, the Antitrust Division of the U.S.
Department of Justice requested information from Microsoft in September 1996
concerning Web browsers. Management currently believes that resolution of this
matter will not have a material adverse impact on its financial position or
results of operations.
Additionally, the information set forth in Notes to Financial
Statements--Commitments and Contingencies on page 27 of the 1996 Annual Report
to Shareholders is incorporated herein by reference and is filed herewith as
Exhibit 13.4.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1996.
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PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
The information set forth on page 28 of the 1996 Annual Report to Shareholders
is incorporated herein by reference and is filed herewith as Exhibit 13.1.
Item 6. Selected Financial Data
The information set forth on page 4 of the 1996 Annual Report to Shareholders is
incorporated herein by reference and is filed herewith as Exhibit 13.2.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information set forth on pages 16-19, 22, and 23 of the 1996 Annual Report
to Shareholders is incorporated herein by reference and is filed herewith as
Exhibit 13.3.
Item 8. Financial Statements and Supplementary Data
The following financial statements for the Company and independent auditors'
report set forth on pages 14, 15, 20, 21, 24-29, and 31 of the 1996 Annual
Report to Shareholders is incorporated herein by reference and is filed herewith
as Exhibit 13.4.
- Income Statements for the three years ended June 30, 1996
- Cash Flows Statements for the three years ended June 30, 1996
- Balance Sheets as of June 30, 1995 and 1996
- Stockholders' Equity Statements for the three years ended June 30, 1996
- Notes to Financial Statements
- Independent Auditors' Report
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosures
None.
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PART III
Item 10. Directors and Executive Officers of the Registrant
Information with respect to Directors may be found under the caption "Election
of Directors and Management Information" on pages 1 and 2 of the Company's Proxy
Statement dated September 27, 1996, for the Annual Meeting of Shareholders to be
held November 12, 1996 (the "Proxy Statement"). Such information is incorporated
herein by reference.
The executive officers of Microsoft as of September 9, 1996 were as follows:
NAME AGE POSITION WITH THE COMPANY
William H. Gates 40 Chairman of the Board; Chief Executive Officer
Steven A. Ballmer 40 Executive Vice President, Sales and Support
Robert J. Herbold 54 Executive Vice President; Chief Operating Officer
Frank M. (Pete) Higgins 38 Group Vice President, Applications and Content
Paul A. Maritz 41 Group Vice President, Platforms
Nathan P. Myhrvold 37 Group Vice President, Applications and Content
Jeffrey S. Raikes 38 Group Vice President, Sales and Marketing
James E. Allchin 44 Senior Vice President, Desktop and Business Systems Division
Joachim Kempin 54 Senior Vice President, OEM Sales
Craig J. Mundie 47 Senior Vice President, Consumer Platforms Division
William H. Neukom 54 Senior Vice President, Law and Corporate Affairs; Secretary
Brad A. Silverberg 42 Senior Vice President, Internet Platform and Tools Division
Patricia Q. Stonesifer 40 Senior Vice President, Interactive Media Division
Bernard P. Vergnes 51 Senior Vice President, Microsoft; President, Microsoft Europe
Michael W. Brown 50 Vice President, Finance; Chief Financial Officer
Mr. Gates co-founded Microsoft in 1975 and has been its Chief Executive Officer
and Chairman of the Board since the original partnership was incorporated in
1981.
Mr. Ballmer was named Executive Vice President, Sales and Support in February
1992. He had been Senior Vice President, Systems Software since 1989. From 1984
until 1989, Mr. Ballmer served as Vice President, Systems Software. He joined
Microsoft in 1980.
Mr. Herbold joined Microsoft as Executive Vice President and Chief Operating
Officer in November 1994. Mr. Herbold had been with The Procter & Gamble Company
since 1968, with experience in information services, advertising and market
research. Most recently, he was P&G's Senior Vice President, Information
Services and Advertising.
Mr. Higgins was named Group Vice President, Applications and Content in May
1995. He was named Senior Vice President, Desktop Applications Division in March
1993. He had been Vice President, Desktop Applications Division since 1992 and
previously, Vice President, Analysis Business Unit since 1991. Mr. Higgins
joined Microsoft in 1983.
Mr. Maritz was named Group Vice President, Platforms in May 1995. He was named
Senior Vice President, Product and Technology Strategy in November 1994 and had
been Senior Vice President, Systems Division since February 1992. He had been
Vice President, Advanced Operating Systems since 1989. Mr. Maritz joined
Microsoft in 1986.
Mr. Myhrvold was named Group Vice President, Applications and Content in May
1995. He was named Senior Vice President, Advanced Technology in July 1993. He
had been Vice President, Advanced Technology and Business Development since
1989. Mr. Myhrvold joined Microsoft in 1986.
Mr. Raikes was named Group Vice President, Sales and Marketing in July 1996. He
was named Senior Vice President, Microsoft North America in January 1992 and had
been Vice President, Office Systems since 1990. Mr. Raikes joined Microsoft in
1981.
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Mr. Allchin was named Senior Vice President, Desktop and Business Systems
Division in February 1996. He was named Senior Vice President, Business Systems
Division in November 1994 and had been Vice President, Business Systems
Division, since July 1991. Mr. Allchin joined Microsoft in 1991.
Mr. Kempin was named Senior Vice President, OEM Sales in August 1993. He had
been Vice President, OEM Sales since 1987. Mr. Kempin joined Microsoft in 1983.
Mr. Mundie was named Senior Vice President, Consumer Platforms Division in
February 1996. He was named Senior Vice President, Consumer Systems Division in
May 1995 and had been Vice President, Advanced Consumer Technology since July
1993. He joined Microsoft as General Manager, Advanced Consumer Technology Group
in December 1992. Previously, Mr. Mundie had been CEO of Alliant Computer
Systems Corporation, which declared bankruptcy on May 25, 1992 and was
liquidated.
Mr. Neukom was named Senior Vice President, Law and Corporate Affairs in
February 1994. He joined Microsoft in 1985 as Vice President.
Mr. Silverberg was named Senior Vice President, Internet Platform and Tools
Division in February 1996. He was named Senior Vice President, Personal Systems
Division in November 1994 after joining Microsoft in August 1990 as Vice
President, Personal Operating Systems Division.
Ms. Stonesifer was named Senior Vice President, Interactive Media Division in
February 1996. She was named Senior Vice President, Consumer Division in
November 1994, after having been Vice President, Consumer Division since June
1993. She had been Vice President, Support since 1992 and General Manager of
Product Support Services since 1991. Ms. Stonesifer joined Microsoft in 1988.
Mr. Vergnes is a Senior Vice President of Microsoft and was named President,
Microsoft Europe in April 1992. He had been Vice President, Europe since 1989.
Mr. Vergnes joined Microsoft in 1983.
Mr. Brown was named Chief Financial Officer in August 1994 and Vice President,
Finance in April 1993. He was named Treasurer shortly after joining Microsoft in
January 1990.
Item 11. Executive Compensation
The information in the Proxy Statement set forth under the captions "Information
Regarding Executive Officer Compensation" on pages 4 through 8 and "Information
Regarding the Board and its Committees" on page 2 is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information set forth under the caption "Information Regarding Beneficial
Ownership of Principal Shareholders, Directors, and Management" on page 3 of the
Proxy Statement is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
None.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements and Schedules
The financial statements as set forth under Item 8 of this report on Form
10-K are incorporated herein by reference.
Financial statement schedules have been omitted since they are either not
required, not applicable, or the information is otherwise included.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of fiscal 1996.
(c) Exhibit Listing
Exhibit
Number Description
3.1 Restated Articles of Incorporation (1)
3.2 Bylaws (1)
10.1 Microsoft Corporation 1991 Stock Option Plan (1)
10.2 Microsoft Corporation 1981 Stock Option Plan (2)
10.3 Microsoft Corporation Stock Option Plan for Non-Employee
Directors (1)
10.4 Microsoft Corporation Stock Option Plan for Consultants
and Advisors (1)
10.5 Microsoft Corporation 1991 Employee Stock Purchase
Plan (3)
10.6 Microsoft Corporation Savings Plus Plan (1)
10.7 Trust Agreement dated June 1, 1993 between Microsoft
Corporation and First Interstate Bank of Washington (4)
10.8 Form of Indemnification Agreement (4)
11. Computation of Earnings Per Share
13.1 Quarterly and Market Information Incorporated by Reference
to Page 28 of 1996 Annual Report to Shareholders ("1996
Annual Report")
13.2 Selected Financial Data Incorporated by Reference to Page
4 of 1996 Annual Report
13.3 Management's Discussion and Analysis of Financial
Condition and Results of Operations Incorporated by
Reference to Pages 16-19, 22, and 23 of 1996 Annual Report
13.4 Financial Statements Incorporated by Reference to Pages
14, 15, 20, 21, 24-29, and 31 of 1996 Annual Report
21. Subsidiaries of Registrant (5)
23. Independent Auditors' Consent
27. Financial Data Schedule
99.1 Financial Statements for the Microsoft Corporation 1991
Employee Stock Purchase Plan for the Three Years Ended
June 30, 1996
- ----------------
(1) Incorporated by reference to Annual Report on Form 10-K For The Fiscal Year
Ended June 30, 1994.
(2) Incorporated by reference to Registration Statement 33-37623 on Form
S-8.
(3) Incorporated by reference to Annual Report on Form 10-K For The Fiscal
Year Ended June 30, 1995.
(4) Incorporated by reference to Annual Report on Form 10-K For The Fiscal
Year Ended June 30, 1993.
(5) Incorporated by reference to Exhibit 13.4 filed herein.
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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 Redmond,
State of Washington, on September 26, 1996.
MICROSOFT CORPORATION
By /s/ Michael W. Brown
----------------------------------------------
Michael W. Brown
Vice President, Finance; Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Registrant and in
the capacities indicated on September 26, 1996.
SIGNATURE TITLE
/s/ William H. Gates
- -----------------------------
William H. Gates Chairman of the Board of Directors
and Chief Executive Officer
/s/ Paul G. Allen
- -----------------------------
Paul G. Allen Director
- -----------------------------
Jill E. Barad Director
/s/ Richard A. Hackborn
- -----------------------------
Richard A. Hackborn Director
/s/ David F. Marquardt
- -----------------------------
David F. Marquardt Director
/s/ Robert D. O'Brien
- -----------------------------
Robert D. O'Brien Director
/s/ Wm. G. Reed, Jr.
- -----------------------------
Wm. G. Reed, Jr. Director
/s/ Jon A. Shirley
- -----------------------------
Jon A. Shirley Director
/s/ Michael W. Brown
- -----------------------------
Michael W. Brown Vice President, Finance; Chief
Financial Officer (Principal
Financial and Accounting Officer)
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