MICRON TECHNOLOGY INC
10-Q, 1994-12-20
SEMICONDUCTORS & RELATED DEVICES
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                                  FORM 10-Q
                                   
                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C. 20549

(Mark One)
[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES     
       EXCHANGE ACT OF 1934

For the fiscal year ended                December 1, 1994
                         -------------------------------------------------
                                                 OR
                                
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES     
       EXCHANGE ACT OF 1943

For the transition period from                     to
                              ---------------------  ---------------------

Commission file number                       1-10658
                      ---------------------------------------------------- 
                                
                                
                                
                                
                            Micron Technology, Inc.
                     ------------------------------------
                     (Exact name as specified in charter)
                                
                                
                                
                                
                                
                Delaware                           75-1618004
     -------------------------------    -------------------------------        
     (State or other jurisdiction of            (I.R.S. Employer
      incorporation or organization)           Identification No.)


     2805 East Columbia Road, 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 the 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
   -----      -----

     The number of outstanding shares of the registrant's Common
Stock as of December 15, 1994 was 102,148,061.
<PAGE>

                      Part I.  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements
- ------------------------------------------

                          MICRON TECHNOLOGY, INC.
                                
                        Consolidated Balance Sheets
                          (Dollars in millions)
<TABLE>
<CAPTION>
                                               December 1,   September 1,
As of                                             1994           1994
- ------------------------------------------------------------------------
                                               (Unaudited)
<S>                                             <C>            <C>
ASSETS
Current assets:
  Cash and equivalents                          $  138.5       $   78.4
  Liquid investments                               421.3          354.6
  Receivables                                      284.0          235.7
  Inventories                                      122.7          101.1
  Prepaid expenses                                   4.4            3.3
  Deferred income taxes                             18.5           20.1
                                                --------       --------   
     Total current assets                          989.4          793.2

Product and process technology, net                 46.0           48.2
Property, plant, and equipment, net                742.3          663.5
Other assets                                        28.9           24.8
                                                --------       --------
     Total assets                               $1,806.6       $1,529.7
                                                ========       ========



LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses         $  303.3       $  200.2
  Deferred income                                   13.8           13.0
  Equipment purchase contracts                      25.0           31.2
  Current portion of long-term debt                 25.4           29.8
                                                --------       --------
     Total current liabilities                     367.5          274.2
 
Long-term debt                                     152.8          124.7
Deferred income taxes                               53.9           54.1
Other liabilities                                   23.7           27.4
                                                --------       --------
     Total liabilities                             597.9          480.4
                                                --------       --------
Commitments and contingencies

Shareholders' equity:
  Common stock, $.10 par value, authorized 
     150.0 million shares, issued and 
     outstanding 102.1 million and 100.7 
     million shares, respectively                   10.2           10.2
  Additional paid-in capital                       376.8          369.7
  Retained earnings                                825.0          670.8
  Unamortized stock compensation                    (3.3)          (1.4)
                                                --------       --------
     Total shareholders' equity                  1,208.7        1,049.3
                                                --------       --------
     Total liabilities and shareholders' equity $1,806.6       $1,529.7
                                                ========       ========
</TABLE>

See accompanying notes to consolidated financial statements.

                                     1

<PAGE>

                           MICRON TECHNOLOGY, INC.
                                
                   Consolidated Statements of Operations
             (Dollars in millions, except for per share data)
                               (Unaudited)
                                
                                
<TABLE>                                
<CAPTION>
                                               December 1,    December 2,
For the quarter ended                             1994           1993
- -------------------------------------------------------------------------
<S>                                             <C>            <C>
 
Net sales                                       $  535.0       $  320.1
                                                --------       -------- 
Costs and expenses:
  Cost of goods sold                               224.5          166.6
  Selling, general, and administrative              38.2           34.1
  Research and development                          27.0           14.3
                                                --------       --------
     Total costs and expenses                      289.7          215.0
                                                --------       --------

Operating income                                   245.3          105.1
Interest income, net                                 3.6            0.4
                                                --------       --------
Income before income taxes                         248.9          105.5

Income tax provision                                89.6           38.0
                                                --------       --------
Net income                                        $159.3          $67.5
                                                ========       ========


Earnings per share:
  Primary                                          $1.51          $0.65
  Fully diluted                                     1.51           0.65
Number of shares used in per share calculations:
  Primary                                          105.4          103.5
  Fully diluted                                    105.6          103.5


Cash dividend declared per share                   $0.05          $0.02
</TABLE>














See accompanying notes to consolidated financial statements.

                                     2

<PAGE>

                             MICRON TECHNOLOGY, INC.
                                
                      Consolidated Statements of Cash Flows
                            (Dollars in millions)
                                 (Unaudited)
                                
<TABLE>                                
<CAPTION>                                
                                
                                               December 1,    December 2,
For the three months ended                        1994           1993
- -------------------------------------------------------------------------
<S>                                             <C>            <C>

Cash flows of operating activities
Net income                                      $  159.3       $   67.5
Adjustments to reconcile net income to net 
  cash provided by operating activities:
     Depreciation                                   41.7           31.4
     Decrease (increase) in receivables            (48.3)           2.0
     Increase in inventories                       (21.6)         (14.7)
     Increase in accounts payable and accrued 
       expenses                                    103.1           42.6
     Other                                           1.8            8.1
                                                --------       -------- 
  Net cash provided by operating activities        236.0          136.9
                                                --------       --------

Cash flows of investing activities
Purchase of investments                           (143.6)         (78.3)
Proceeds from sale and maturity of investments      77.5           36.1
Property, plant, and equipment expenditures        (90.8)         (50.7)
Other                                                4.1           (0.2)
                                                --------       --------
  Net cash used for investing activities          (152.8)         (93.1)
                                                --------       --------

Cash flows of financing activities
Payments on equipment purchase contracts           (42.4)         (28.2)
Repayments of debt                                 (14.7)         (13.6)
Proceeds from issuance of debt                      38.0             --
Proceeds from issuance of common stock               3.7            2.4
Payment of dividends                                (5.1)            --
Other                                               (2.6)          (0.1)
                                                --------       --------
  Net cash used for financing activities           (23.1)         (39.5)
                                                --------       --------

Net increase in cash and equivalents                60.1            4.3
Cash and equivalents at beginning of period         78.4           47.5
                                                --------       --------
  Cash and equivalents at end of period         $  138.5       $   51.8
                                                ========       ========

Supplemental disclosures
Income taxes paid, net                          $  (25.3)      $  (25.3)
Interest paid                                       (2.0)          (1.9)
Noncash investing and financing activities:
  Equipment acquisitions on contracts payable 
     and capital leases                             36.2           31.9
</TABLE>




See accompanying notes to consolidated financial statements.

                                     3


<PAGE>

                  Notes to Consolidated Financial Statements
             (All tabular dollar amounts are stated in millions)
                                

1.   Unaudited Interim Financial Statements

  In the opinion of management, the accompanying unaudited consolidated 
financial statements contain all adjustments (consisting solely of normal 
recurring adjustments) necessary to present fairly the consolidated financial 
position of Micron Technology, Inc., and subsidiaries (the "Company"), and 
their consolidated results of operations and cash flows.

  This report on Form 10-Q for the first quarter ended December 1, 1994, 
should be read in conjunction with the Company's Annual Report to Shareholders 
and/or Form 10-K for the year ended September 1, 1994.

<TABLE>
<CAPTION>
2.  Receivables                                December 1,   September 1,
                                                  1994           1994
- --------------------------------------------------------------------------
<S>                                             <C>            <C>

    Trade receivables                           $  285.7       $  227.6
    Other                                            9.7           15.9
    Allowance for returns and discounts             (8.5)          (4.9)
    Allowance for doubtful accounts                 (2.9)          (2.9)
                                                --------       --------
                                                $  284.0       $  235.7
                                                ========       ========


3.  Inventories                                December 1,   September 1,
                                                  1994           1994
- --------------------------------------------------------------------------
    Finished goods                              $    7.1       $    5.2
    Work in progress                                68.7           64.2
    Raw materials and supplies                      46.9           31.7
                                                --------       --------
                                                $  122.7       $  101.1
                                                ========       ========


4.  Product and process technology, net        December 1,   September 1,
                                                  1994           1994
- --------------------------------------------------------------------------
    Product and process technology, at cost     $  149.1       $  148.6
    Less accumulated amortization                 (103.1)        (100.4)
                                                --------       --------
                                                $   46.0       $   48.2
                                                ========       ========


5.  Property, plant, and equipment, net        December 1,   September 1,
                                                  1994           1994
- --------------------------------------------------------------------------
    Land                                        $    8.0       $    7.9
    Buildings                                      304.7          260.0
    Machinery and equipment                        911.6          825.5
    Construction in progress                        52.3           68.7
                                                --------       --------
                                                 1,276.6        1,162.1
    Less accumulated depreciation and 
       amortization                               (534.3)        (498.6)
                                                --------       --------
                                                $  742.3       $  663.5
                                                ========       ========
                                     4


<PAGE>
  Notes to Consolidated Financial Statements, continued


6.  Accounts payable and accrued expenses      December 1,   September 1,
                                                  1994           1994
- --------------------------------------------------------------------------
    Accounts payable                            $   61.2       $   55.3
    Salaries, wages, and benefits                   68.5           63.5
    Product and process technology                  40.0           16.6
    Income taxes payable                           105.7           44.0
    Commissions                                      4.9            4.5
    Other                                           23.0           16.3
                                                --------       --------
                                                $  303.3       $  200.2
                                                ========       ======== 


7.  Long-term debt                             December 1,   September 1,
                                                  1994           1994
- --------------------------------------------------------------------------
    Notes payable in monthly installments 
        through May 1999, weighted average 
        interest rate of 6.34% and 6.62 %,
        respectively                            $  149.8       $  115.7

    Capitalized lease obligations payable in 
        monthly installments through April 
        1998, weighted average interest rate 
        of 7.92% and 7.93%, respectively            11.5           12.4

    Noninterest bearing obligation, due June 
        1997, original face amount $19.8 
        million (net of discount based on 
        imputed interest rate of 6.50%)             16.9           16.6
 
    Noninterest bearing obligation, paid in 
        November 1994, original face amount 
        of $50.0 million (net of discount 
        based on imputed interest rate of 
        10.25%)                                       --            9.8
                                                --------       --------
                                                   178.2          154.5
    Less current portion                           (25.4)         (29.8)
                                                --------       --------
                                                $  152.8       $  124.7
                                                ========       ========
</TABLE>

8.  Earnings per share

    Earnings per share is computed using the weighted average number of common 
and common equivalent shares outstanding.  Common equivalent shares result 
from the assumed exercise of outstanding stock options and affect earnings per 
share when they have a dilutive effect.  Historical share and per share amounts
have been restated to reflect a 5 for 2 stock split effected in the form of a 
stock dividend in fiscal 1994.


9.  Income taxes

    The effective income tax rate for the first fiscal quarters of 1995 and 
1994 was 36% which primarily reflects the statutory corporate income tax rate 
and the net effect of state taxation.

                                     5

<PAGE>

  Notes to Consolidated Financial Statements, continued


10. Commitments

    As of December 1, 1994, the Company had commitments which extend through 
approximately the next year and-a-half, of approximately $302.9 million for 
equipment purchases and $70.8 million for the construction of buildings.


11. Contingencies

    Periodically, the Company is made aware that technology used by the 
company in the manufacture of some or all of its products may infringe on 
product or process technology rights held by others.  The Company has accrued 
a liability and charged operations for the estimated costs of settlement or 
adjudication of asserted and unasserted claims for infringement prior to the 
balance sheet date.  Management can give no assurance that the amounts accrued
have been adequate and cannot estimate the range of additional possible loss, 
if any, from resolution of these uncertainties.  Resolution of whether the 
Company's manufacture of products has infringed on valid rights held by others 
may have a material adverse effect on the Company's financial position or 
results of operations, and may require material changes in production processes
and products.  The Company has various product and process technology agreements
expiring in the remainder of fiscal 1995.  The Company is not able to predict 
whether these license agreements can be renewed on terms acceptable to the 
Company.

    The Company is a party to various legal actions arising out of the normal 
course of business, none of which is expected to have a material effect on the 
Company's financial position or results of operations.

                                     6

<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and 
            Results of Operations


    All period references are to the Company's fiscal periods ended December 
1, 1994, and December 2, 1993, unless otherwise indicated.  Historical share 
and per share amounts have been restated to reflect a 5 for 2 stock split 
effected in the form of a stock dividend during fiscal 1994.  All tabular 
dollar amounts are stated in millions.

    Net sales for the Company's first quarter ended December 1, 1994, were 
$535.0 million, compared to net sales of $320.1 million for the same quarter a 
year ago.  Net income for the first quarter was $159.3 million, or $1.51 per 
fully diluted share, compared to net income of $67.5 million, or $0.65 per
fully diluted share, a year ago.

    Increased net sales and profits primarily reflect improved productivity, 
increased fab capacity, and favorable market conditions.  The improved 
productivity in the first quarter of 1995 was principally due to conversions 
to further shrinks of the Company's primary memory products.  The Company 
benefited from strong market conditions for the 4 Meg DRAM, the product
responsible for a substantial portion of the Company's net sales and net 
income.

     On December 19, 1994, the Company declared a $0.05 per share cash dividend
to shareholders of record as of January 5, 1995, for payment on February 3, 
1995.  Future dividends, if any, will vary depending on the Company's 
profitability and anticipated capital requirements.

Results of Operations
<TABLE>
<CAPTION>
                                                        First Quarter
                                                ---------------------------
                                                   1995     Change     1994
                                                ---------------------------
<S>                                             <C>         <C>     <C>
Net sales                                       $ 535.0     67.2%   $ 320.1
</TABLE)

    The substantial increase in net sales for the first quarter of 1995 
compared to the same period in 1994 was principally due to increased volume of 
semiconductor memory sold, favorable market conditions which resulted in 
relatively stable memory product pricing, and increased sales of personal 
computer systems.  The Company's production of semiconductor memory, as 
measured in megabits, increased substantially in the first quarter of 1995
compared to the same period of 1994.  The increase in volume of semiconductor 
memory sold during the first quarter of 1995 was principally due to 
transitions to further shrinks of existing products; increased wafer capacity, 
principally as a result of continued expenditures on equipment and facilities; 
and improved manufacturing yields.  Increased sales of personal computer
systems were primarily attributable to an increased name recognition and 
relatively strong market conditions for the Company's PC systems.

    The Company's principal product during the first quarter of 1995 was the 
4 Meg DRAM, which accounted for a majority of the Company's net sales.  Sales 
of personal computer systems and board level products in the first quarter of 
1995 accounted for approximately 8% and 3%, respectively, of total net sales,
excluding the value of the Company's memory components contained in such 
products, compared to 3% and 3%, respectively, of total net sales during the 
first quarter of 1994.

    Efforts to merge Micron Custom Manufacturing Services, Inc. ("MCMS"), and 
Micron Computer, Inc. ("MCI") into ZEOS International. Ltd., a personal 
computer manufacturer  ("ZEOS"), are continuing.  Upon completion of the merger, 
approximately 79% of the outstanding shares of the combined company's common 
stock will be held by Micron Technology, Inc.  In its third fiscal quarter 
ended October 1, 1994, ZEOS reported net sales of approximately $66.2 million.

                                     7

<PAGE>

</TABLE>
<TABLE>
<CAPTION>
                                                        First Quarter
                                                ---------------------------
                                                   1995     Change     1994
                                                ---------------------------
<S>                                             <C>         <C>     <C>
Cost of goods sold                              $ 224.5     34.8%   $ 166.6
Gross margin %                                    58.0%               48.0%
</TABLE>

    The Company's overall gross margin percentage improved for the first 
quarter of 1995 compared to the corresponding period of 1994 principally due 
to reductions in cost per unit of memory sold for DRAM products and relatively 
stable average selling prices.  Reductions in cost per unit sold were realized 
primarily from a combination of transitions to further shrinks of existing
products, increased wafer output, and yield improvements. Market conditions of 
relatively stable semiconductor memory pricing for the past ten quarters
represent a significant deviation above the historical long-term trend line of 
declining per megabit pricing.  The Company is unable to predict when or how 
quickly average selling prices per megabit may return to the historical
long-term trend line.

    The Company's gross margin percentage has been  negatively impacted as 
sales of personal computer systems increased as a percentage of the Company's 
total net sales.  Upon completion of the merger of MCMS, MCI, and ZEOS, it is 
anticipated that sales of personal computer systems will continue to increase 
as a percentage of the Company's total net sales.

    The Company believes the market transition to the 16 Meg DRAM as its 
primary DRAM product will be largely driven by an increase in the 
memory requirements of personal computer systems or by the availability of 
the 1 Meg x 16 configuration part.  The 1 Meg x 16 configuration of the 16 Meg
DRAM allows personal computer manufacturers to increase memory densities in 
smaller increments, thereby offering more cost effective memory solutions for
present software requirements.  The 1 Meg x 16 configuration is more complex, 
is presently more costly to produce than the 4 Meg x 4 configuration and is 
not widely available in the industry.  When the 1 Meg x 16 configuration part 
becomes readily available, or when memory requirements for PC systems 
significantly increase, there may be an erosion in demand for 4 Meg devices 
with declining average selling prices of 4 Meg DRAM products.  The Company 
continues to limit its production of 16 Meg DRAMs in order to maximize 4 Meg 
DRAM production consistent with existing customer preferences.  The transition 
from the 4 Meg DRAM to the 16 Meg DRAM may cause an erosion in the Company's 
gross margin percentage as production capacity is shifted from a relatively 
mature device to a next generation device.

    Cost of goods sold includes estimated costs of settlement or adjudication 
of asserted and unasserted claims for patent infringement prior to the balance 
sheet date, and costs of product and process technology licensing arrangements.
The charges for product and process technology have decreased as a percentage 
of net sales in the first quarter of 1995 compared to the first quarter of 
1994 primarily as a paid-up license agreement became fully amortized late in 
fiscal 1994.  Future product and process technology charges may increase as a 
result of claims asserted or licenses acquired in the future.  See "Certain 
Factors".
                                     8

<PAGE>
<TABLE>
<CAPTION>
                                                        First Quarter
                                                ---------------------------
                                                   1995     Change     1994
                                                ---------------------------
<S>                                             <C>         <C>     <C>
Selling, general, and administrative            $  38.2     12.0%   $  34.1
as a % of net sales                                7.1%               10.7%
</TABLE>

    Selling, general, and administrative expenses increased slightly during 
the first quarter of 1995 compared to the first quarter of 1994, but decreased 
as a percentage of net sales.  The higher level of selling, general, and 
administrative expense during the first quarter of 1995 as compared to 1994 
reflects a higher level of personnel costs principally due to the Company's
profit sharing programs and a reduction of legal fees resulting from 
settlement of the Company's shareholders' suit and patent litigation.

<TABLE>
<CAPTION>
                                                        First Quarter
                                                ---------------------------
                                                   1995     Change     1994
                                                ---------------------------
<S>                                             <C>         <C>     <C>
Research and development                        $  27.0     88.8%   $  14.3
as a % of net sales                                5.0%                4.5%
</TABLE>

    Research and development expenses, which vary primarily with the number of 
wafers and personnel dedicated to new product and process development, were 
higher, both in absolute dollars and as a percentage of net sales, for the 
first quarter of 1995 compared to the first quarter of 1994.  Efforts in the 
current quarter were focused primarily on design and development of the 64 Meg
DRAM, further development of the 16 Meg DRAM, and design and development of 
the 4 Meg and 16 Meg SRAMs.  The Company expects research and development 
expense for fiscal 1995 to be significantly higher than fiscal 1994 as 
additional resources are dedicated to development of the 64 Meg DRAM, design and
development of the 256 Meg DRAM, as well as design and development of new 
technologies including radio frequency identification products, nonvolatile 
semiconductor memory devices, and field emission flat panel displays.


Liquidity and Capital Resources

    The Company had cash and liquid investments of $559 million as of December 
1, 1994, representing an increase of $127 million during the first quarter of 
1995.  The Company's principal sources of liquidity during the first quarter 
of 1995 were cash flows from operations of $236 million, issuance of long-term 
debt of $38 million, and equipment financing of $36 million.  The principal 
uses of funds in the first quarter of 1995 were $91 million for property, 
plant, and equipment, $42 million for payments on equipment contracts, $15 
million for payments on long-term debt.  The Company expects a significant 
reduction in cash and liquid investment through the remainder of the fiscal 
year as capital expenditures exceed cash flows from operations.

    As of December 1, 1995, the Company had commitments which extend through 
approximately the next year and-a-half, of approximately $303 million for 
equipment purchases and approximately $71 million for the construction of 
buildings.  Anticipated capital expenditures include upgrading manufacturing
equipment to 8-inch wafer processing capability, completion of an additional 
assembly and test facility, and remodels and upgrades of existing fabrication 
facilities.  The Company also began the site selection process for a 
proposed semiconductor memory manufacturing complex.  Capital expenditures 
associated with construction and equipment for of this complex are expected to
exceed $1 billion.  Completion of this long-term expansion project could take 
as long as three to four years.  Recognizing the significant historical 
volatility of the semiconductor industry, the Company proceeds with capital 
improvement projects in defined stages.  Initiation of each stage will depend on
market conditions and cash and liquidity resources at the time.

    The Company's bank credit agreement provides for borrowings of up to $120 
million under a revolving loan expiring January 1997.  Substantially all of 
the tangible assets of the Company's semiconductor memory operations not 
otherwise pledged as collateral for other notes payable and capital leases are 
pledged as collateral under the agreement.  The agreement contains certain 
financial covenants.  As of December 1, 1994, the Company had no borrowings 
outstanding under the agreement.

                                     9

<PAGE>

    The Company believes continuing investments in manufacturing technology, 
facilities and capital equipment, research and development, and product and 
process technology are necessary to support future growth, achieve operating 
efficiencies, and maintain product quality.  Although the Company has recently 
been able to fund its liquidity needs through cash flows from operations and 
equipment financings, external sources of cash have been required historically 
to supplement the Company's cash flows from operations to fund these ongoing 
investments.  In order to fund the Company's current capital development program
as scheduled, the Company will likely be required to pursue external sources 
of liquidity.  There can be no assurance that external funds will be available 
to fund the Company's ongoing operations or capital development on terms 
acceptable to the Company.


Certain Factors

    The semiconductor memory industry is characterized by rapid technological 
change, frequent product introductions and enhancements, difficult product 
transitions, relatively short product life cycles, and volatile market 
conditions.  These characteristics historically have made the semiconductor 
industry highly cyclical, particularly in the market for DRAMs, which are
the Company's primary products.  Demand for semiconductor memory products has 
grown, fueled primarily by growth in the personal computer industry.  Many of 
the Company's competitors are adding new facilities designed to process 8-inch 
wafers, which have approximately 84% greater usable surface area than the 6-inch
wafer currently used by the Company.  In addition, many competitors are 
currently believed to be running their 16 Meg DRAM manufacturing operations at 
significantly lower yields than could be expected when such products mature.  
Yield improvements by these competitors would dramatically increase worldwide
semiconductor memory capacity.  Excess supply as a result of increased 
semiconductor manufacturing capacity, adverse market conditions, or currency  
fluctuation resulting in a strengthening dollar against the yen, could result 
in downward pricing pressure.  A decline in the current favorable product 
pricing would have a material adverse effect on the Company's results of
operations.

    The manufacture of the Company's semiconductor memory products is a 
complex process and involves a number of precise steps, including wafer 
fabrication, assembly in a variety of packages, burn-in, and final test.  
From time to time, the Company has experienced volatility in its manufacturing 
yields, as it is not unusual to encounter difficulties in ramping shrink 
versions of existing devices or new generation devices to commercial volumes.
The Company's net sales and operating results are highly dependent on 
increasing yields at an acceptable rate and to an acceptable level, of which 
there can be no assurance.  Future results of operations may be adversely 
impacted if the Company is unable to transition to future generation products, 
in a timely fashion or at gross margin rates comparable to the Company's
current primary products.

    Periodically, the Company is made aware that technology used by the 
Company in the manufacture of some or all of its products may infringe on 
product or process technology rights held by others.  The Company has accrued 
a liability and charged operations for the estimated costs of settlement or 
adjudication of asserted and unasserted claims for infringement prior to the 
balance sheet date.  Management can give no assurance that the amounts accrued
have been adequate and cannot estimate the range of additional possible loss, 
if any, from resolution of these uncertainties.  Resolution of whether the 
Company's manufacture of products has infringed on valid rights held by others 
may have a material adverse effect on the Company's financial position or 
results of operations, and may require material changes in production
processes and products.  The Company has various product and process 
technology agreements expiring in the remainder of fiscal 1995.  The Company 
is not able to predict whether these license agreements can be renewed on 
terms acceptable to the Company.

                                     10

<PAGE>



                        Part II.  OTHER INFORMATION




Item 6.  Exhibits and Reports on Form 8-K
- -----------------------------------------

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

<TABLE>
<CAPTION>
    Exhibit                                                          Page
    Number    Description of Exhibit                                Number
    -------   --------------------------------------------------    ------
      <S>     <C>                                                     <C>   
      11      Computation of per share earnings for the quarters
              ended December 1, 1994 and December 2, 1993             13
</TABLE>


(b) The registrant filed a Report on Form 8-K dated September 19, 1994, 
announcing certain changes in the directors and officers of the company.

                                     11

                                      
<PAGE>
                               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:  December 19, 1994            /s/ Wilbur G. Stover, Jr.
                                     ------------------------------
                                     Wilbur G. Stover, Jr. Vice President, 
                                     Finance, and Chief Financial Officer 
                                     (Principal Financial and Accounting 
                                     Officer)



                                     12
                                



 
                                
                              MICRON TECHNOLOGY, INC.
 
                                   Exhibit 11
 
                         Computation of Per Share Amounts
                (Amounts in millions except for per share amounts)

<TABLE>
<CAPTION>

                                               December 1,    December 2,
Quarter Ended                                     1994           1993
- -------------------------------------------------------------------------
<S>                                             <C>            <C>
PRIMARY

  Weighted average shares
     outstanding                                   102.0          100.5

  Stock options using average market price           3.4            3.0
                                                --------       --------
  Total shares                                     105.4          103.5
                                                ========       ========

  Net income                                    $  159.3       $   67.5
                                                ========       ========

  Per share amount                                 $1.51          $0.65
                                                   =====          =====


FULLY DILUTED

  Weighted average shares outstanding              102.0          100.5

  Stock options using greater of average or
     ending market price                             3.6            3.0
                                                --------       --------
  Total shares                                     105.6          103.5
                                                ========       ========

  Net income                                    $  159.3       $   67.5
                                                ========       ========

  Per share amount                                 $1.51          $0.65
                                                   =====          =====
</TABLE>


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