MICRON TECHNOLOGY INC
10-Q, 1995-06-20
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 quarterly period ended                June 1, 1995
                              ------------------------------------------
                                   OR
                                
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from                    to
                              --------------------  --------------------
Commission File Number:                        1-10658
                       -------------------------------------------------
                                
                                
                                
                                
                         Micron Technology, Inc.
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter)
                                
                                
                                
                                
                                
                Delaware                             75-1618004
     -------------------------------           ------------------------- 
     (State or other jurisdiction of               (I.R.S. Employer
     incorporation or organization)              Identification No.)


     8000 S. Federal Way, P.O. Box 6, Boise, Idaho            83707-0006
     -------------------------------------------------------------------
     (Address of principal executive offices)                 (Zip Code)

     Registrant's telephone number, including area code   (208) 368-4000
                                                       -----------------

     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 June 15, 1995 was 206,058,586.








<PAGE>
                  Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                      MICRON TECHNOLOGY, INC.
                                
                    Consolidated Balance Sheets
        (Dollars in millions, except for par value amount)
<TABLE>
<CAPTION>
                                          June 1,      September 1,
As of                                      1995            1994
- -------------------------------------------------------------------
                                           (Unaudited)
<S>                                      <C>               <C> 
ASSETS
Current assets:
  Cash and equivalents                   $  118.2          $   78.4
  Liquid investments                        505.5             354.6
  Receivables                               342.5             235.7
  Inventories                               197.3             101.1
  Prepaid expenses                            7.6               3.3
  Deferred income taxes                      35.1              20.1
                                         --------          --------
     Total current assets                 1,206.2             793.2

Product and process technology, net          42.6              48.2
Property, plant, and equipment, net       1,100.3             663.5
Other assets                                 54.9              24.8
                                         --------          --------
     Total assets                        $2,404.0          $1,529.7
                                         ========          ========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses  $  415.7          $  200.2
  Deferred income                            13.3              13.0
  Equipment purchase contracts               57.0              31.2
  Current portion of long-term debt          25.9              29.8
                                         --------          --------
     Total current liabilities              511.9             274.2

Long-term debt                              162.4             124.7
Deferred income taxes                        66.4              54.1
Other liabilities                            45.7              27.4
                                         --------          --------
     Total liabilities                      786.4             480.4
                                         --------          --------

Commitments and contingencies

Shareholders' equity:
  Common stock, $0.10 par value, 
     authorized 300.0 million shares,
     issued and outstanding 206.0 
     million and 203.8 million
     shares, respectively                    20.6              10.2
  Additional paid-in capital                387.7             369.7
  Retained earnings                       1,213.3             670.8
  Unamortized stock compensation             (4.0)             (1.4)
                                         --------          --------
     Total shareholders' equity           1,617.6           1,049.3
                                         --------          --------
     Total liabilities and shareholders' 
        equity                           $2,404.0          $1,529.7
                                         ========          ========

</TABLE>
See accompanying notes to consolidated financial statements.
                                1
<PAGE>

                      MICRON TECHNOLOGY, INC.
                                
               Consolidated Statements of Operations
         (Amounts in millions, except for per share data)
                            (Unaudited)
                                
<TABLE>
<CAPTION>                                
                                

                                          June 1,           June 2,
For the quarter ended                      1995              1994
- -------------------------------------------------------------------

<S>                                      <C>               <C>
Net sales                                $  761.2          $  426.4
                                         --------          --------
Costs and expenses:
  Cost of goods sold                        357.2             207.0
  Selling, general, and administrative       54.4              35.8
  Research and development                   33.6              22.9
                                         --------          --------
     Total costs and expenses               445.2             265.7
                                         --------          --------

Operating income                            316.0             160.7
Gain from merger transaction                 29.0                --
Interest income, net                          7.4               2.3
                                         --------          --------
Income before income taxes                  352.4             163.0

Income tax provision                        132.2              58.7
                                         --------          --------
Net income                               $  220.2          $  104.3
                                         ========          ========

Earnings per share:
  Primary                                   $1.02             $0.49
  Fully diluted                              1.02              0.49
Number of shares used in per share 
 calculations:
  Primary                                   215.1             211.3
  Fully diluted                             215.8             211.4


Cash dividend declared per share            $0.05            $0.025


</TABLE>












See accompanying notes to consolidated financial statements.
                                2
<PAGE>

                      MICRON TECHNOLOGY, INC.
                                
               Consolidated Statements of Operations
         (Amounts in millions, except for per share data)
                            (Unaudited)
                                
<TABLE>
<CAPTION>                                
                                

                                          June 1,           June 2,
For the nine months ended                  1995              1994
- -------------------------------------------------------------------
<S>                                      <C>               <C>

Net sales                                $1,924.7          $1,137.0
                                         --------          --------
Costs and expenses:
  Cost of goods sold                        849.2             577.7
  Selling, general, and administrative      131.6             103.0
  Research and development                   89.5              55.9
                                         --------          --------
     Total costs and expenses             1,070.3             736.6
                                         --------          --------

Operating income                            854.4             400.4
Gain from merger transaction                 29.0                --
Interest income, net                         17.4               3.7
                                         --------          --------
Income before income taxes                  900.8             404.1

Income tax provision                        337.8             145.5
                                         --------          --------
Net income                               $  563.0          $  258.6
                                         ========          ========

Earnings per share:
  Primary                                   $2.65             $1.24
  Fully diluted                              2.62              1.23
Number of shares used in per share 
 calculations:
  Primary                                   212.7             208.2
  Fully diluted                             214.7             209.8


Cash dividend declared per share            $0.10            $0.035

</TABLE>













See accompanying notes to consolidated financial statements.
                                3
<PAGE>
                      MICRON TECHNOLOGY, INC.
                                
               Consolidated Statements of Cash Flows
                       (Dollars in millions)
                            (Unaudited)
                                
<TABLE>
<CAPTION>                                
                                
                                          June 1,           June 2,
For the nine months ended                  1995              1994
- -------------------------------------------------------------------
<S>                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                               $  563.0          $  258.6
Adjustments to reconcile net income to 
  net cash provided by operating 
  activities:
    Depreciation                            137.6             100.9
    Gain from merger transaction            (29.0)               --
    Change in assets and liabilities, net 
     of effects of merger transaction:
      Increase in receivables               (84.9)            (55.6)
      Increase in inventories               (68.5)            (16.2)
      Increase in accounts payable and 
        accrued expenses                    162.8              44.7
      Other                                  12.7              57.8
                                         --------          --------
  Net cash provided by operating 
   activities                               693.7             390.2
                                         --------          --------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investments                    (551.1)           (272.5)
Proceeds from sale and maturity of 
  investments                               403.7              94.9
Proceeds from sale of equipment              13.3               2.0
Expenditures for property, plant, and 
  equipment                                (451.7)           (176.6)
Cash acquired in merger transaction          14.0                --
Other                                         0.5             (18.9)
                                         --------          --------
  Net cash used for investing activities   (571.3)           (371.1)
                                         --------          --------

CASH FLOWS FROM FINANCING ACTIVITIES
Payments on equipment purchase contracts   (116.2)            (94.0)
Repayments of debt                          (27.3)            (41.3)
Proceeds from issuance of debt               59.7             117.2
Proceeds from issuance of common stock       13.8              10.2
Payment of dividends                        (10.2)             (7.1)
Other                                        (2.4)             (0.4)
                                         --------          --------
  Net cash used for financing activities    (82.6)            (15.4)
                                         --------          --------

Net increase in cash and equivalents         39.8               3.7
Cash and equivalents at beginning of 
  period                                     78.4              47.5
                                         --------          --------
  Cash and equivalents at end of period  $  118.2          $   51.2
                                         ========          ========

SUPPLEMENTAL DISCLOSURES
Income taxes paid, net                   $ (310.6)         $ (138.0)
Interest paid                                (7.0)             (4.5)
Noncash investing and financing 
  activities:
    Equipment acquisitions on contracts 
     payable and capital leases             142.0              86.9
    Assets acquired, net of cash and 
     liabilities assumed in merger
     transaction                             26.0                --
</TABLE>
See accompanying notes to consolidated financial statements.
                                4

<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
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.   The
results of operations for the third fiscal quarter of 1995
reflect a $29.0 million nonrecurring pretax gain resulting from
the merger of Micron Computer, Inc., and Micron Custom
Manufacturing Services, Inc., with ZEOS International Ltd., which
was effective April 7, 1995.  The third fiscal quarter of 1995
also reflects a $25.0 million pretax charge associated with
various contingencies for product and process technology rights.


  This report on Form 10-Q for the quarter and nine months ended
June 1, 1995, 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>

2.   Receivables                          June 1,      September 1,
                                           1995            1994
- -------------------------------------------------------------------
  <S>                                    <C>               <C>
  Trade receivables                      $  340.4          $  227.6
  Other                                      14.2              15.9
  Allowance for returns and discounts        (6.5)             (4.9)
  Allowance for doubtful accounts            (5.6)             (2.9)
                                         --------          --------
                                         $  342.5          $  235.7
                                         ========          ========

3.   Inventories                          June 1,      September 1,
                                           1995            1994
- -------------------------------------------------------------------
  Finished goods                         $   17.2          $    5.2
  Work in progress                           95.6              64.2
  Raw materials and supplies                 84.5              31.7
                                         --------          --------
                                         $  197.3          $  101.1
                                         ========          ========


4.   Product and process technology, net  June 1,      September 1,
                                           1995            1994
- -------------------------------------------------------------------
  Product and process technology, at 
   cost                                  $  150.7          $  148.6
  Less accumulated amortization            (108.1)           (100.4)
                                         --------          --------
                                         $   42.6          $   48.2
                                         ========          ========


5.   Property, plant, and equipment, net  June 1,      September 1,
                                           1995            1994
- -------------------------------------------------------------------
  Land                                   $   21.5          $    7.9
  Buildings                                 346.4             260.0
  Machinery and equipment                 1,142.5             825.5
  Construction in progress                  173.0              68.7
                                         --------          --------
                                          1,683.4           1,162.1
  Less accumulated depreciation and 
   amortization                            (583.1)           (498.6)
                                         --------          --------
                                         $1,100.3          $  663.5
                                         ========          ========
                                5

<PAGE>

  Notes to Consolidated Financial Statements, continued

6.   Accounts payable and accrued 
      expenses                            June 1,      September 1,
                                           1995            1994
- -------------------------------------------------------------------
  Accounts payable                       $  136.4          $   55.3
  Salaries, wages, and benefits              78.4              63.5
  Dividends payable                          10.3                --
  Product and process technology            106.5              16.6
  Income taxes payable                       48.4              44.0
  Other                                      35.7              20.8
                                         --------          --------
                                         $  415.7          $  200.2
                                         ========          ========


7.   Long-term debt                       June 1,      September 1,
                                           1995            1994
- -------------------------------------------------------------------
  Notes payable in periodic installments 
    through May 1999, weighted average 
    interest rate of 6.90% and 7.30 %,
    respectively                         $   94.0          $   78.7


  Notes payable, due at maturity ranging 
    from April 1996 to December 1997, 
    weighted average interest rate of 
    5.90% and 5.11%, respectively            50.0              37.0

  Noninterest bearing obligations, 
    $19.8 million due June 1997 and
    $20.5 million due December 1997, 
    original face amount of $40.3 
    million and $19.8 million, 
    respectively (net of discounts
    based on imputed interest rates), 
    weighted average interest rate
    of 6.90% and 6.50%, respectively         34.6              16.6

  Capitalized lease obligations payable 
    in monthly installments through April 
    1998, weighted average interest rate 
    of 7.77% and 7.93%, respectively          9.7              12.4

  Noninterest bearing obligation, paid 
    in November 1994, original face
    amount of $50.0 million (net of 
    discount based on imputed interest
    rate of 10.25%)                            --               9.8
                                         --------          --------
                                            188.3             154.5
  Less current portion                      (25.9)            (29.8)
                                         --------          --------
                                         $  162.4          $  124.7
                                         ========          ========

</TABLE>

  During the third quarter of 1995, the Company terminated its
bank credit agreement which provided for borrowings of up to
$120.0 million.

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.  Share and per share amounts for the
third quarter and first nine months of fiscal 1995 have been
restated to reflect retroactively a 2 for 1 stock split effected
in the form of a stock dividend to shareholders of record on May
4, 1995.

9.   Income taxes

  During the second quarter of fiscal 1995, the Company changed
its estimate of the effective income tax rate for fiscal 1995 to
37.5% from 36.0%.  The effective income tax rate principally
reflects the statutory corporate income tax rate and the net
effect of state taxation.
                                6
<PAGE>

     Notes to Consolidated Financial Statements, continued


10.  Commitments

  As of June 1, 1995, the Company had commitments extending into
fiscal 1997 of approximately $614.8 million for equipment
purchases and $68.8 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 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.

                                7

<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
June 1, 1995, and June 2, 1994, unless otherwise indicated.  Per
share amounts for the third quarter and first nine months of 1994
have been restated to reflect a 2 for 1 stock split effected in
the form of a stock dividend to shareholders of record on May 4,
1995.  All tabular dollar amounts are stated in millions.

  Net sales for the third quarter ended June 1, 1995, were $761
million, compared to net sales of $426 million for the same
quarter a year ago and $629 million for the second quarter of
1995.  Net income for the third quarter of 1995 reached $220
million, or $1.02 per fully diluted share, as compared to $104
million, or $0.49 per fully diluted share, for the third quarter
of 1994, and as compared to $184 million, or $0.86 per fully
diluted share, for the second quarter of 1995.  For the first
nine months of 1995, the Company reported net income of $563
million, or $2.62 per fully diluted share, on net sales of $1,925
million as compared to net income of $259 million, or $1.23 per
fully diluted share, on net sales of $1,137 million for the first
nine months of 1994.

  The Board of Directors declared a $0.05 per share cash dividend
which was paid on June 14, 1995, to shareholders of record on
June 5, 1995.


Results of Operations
<TABLE>
<CAPTION>
                         Third Quarter             Nine Months Ended
                  --------------------------   --------------------------
                      1995  Change      1994       1995  Change      1994
                  --------------------------   --------------------------
<S>               <C>        <C>    <C>        <C>        <C>    <C>
Net sales         $  761.2   78.5%  $  426.4   $1,924.7   69.3%  $1,137.0
</TABLE>

  Increased production of semiconductor memory and current
favorable market conditions enabled the Company to achieve strong
operating results for the third quarter and first nine months of
1995.  Demand for the 4 Meg DRAM, the Company's largest volume
product, remained strong through the quarter and resulted in the
twelfth consecutive quarter of relatively stable pricing for DRAM
products.  An extended period of stable pricing represents a
significant deviation above the semiconductor industry's
historical long-term trend line of declining per megabit pricing.
The Company is unable to predict if, when, or how quickly average
selling prices per megabit may return to the historical long-term
trend line.  See "Certain Factors".

  Megabit production of semiconductor memory in the third quarter
of 1995 was approximately 67% higher than the comparable quarter
of 1994, and 20% higher than the second quarter of 1995.  The
higher volume of memory principally resulted from the Company's
ongoing transition to successive shrink versions of the 4 Meg
DRAM with higher potential die per wafer and from enhanced yields
for existing memory products.  The level of total wafer output in
the third quarter of 1995 increased only slightly when compared
to both the third quarter of 1994 and the second quarter of 1995.

  Sales of PC systems and custom board level products in the
third quarter of 1995 accounted for approximately 15% and 3%,
respectively, of total net sales, excluding the value of the
Company's memory components contained in such products, compared
to 3% and 5%, respectively, of total net sales during the third
quarter of 1994.  Approximately 25% of net sales of PC systems
during the third quarter of 1995 were attributable to the
acquisition of ZEOS International, Ltd. ("ZEOS"), in the merger
transaction effected on April 7, 1995, which combined Micron
Computer, Inc., and Micron Custom Manufacturing Services, Inc.,
with and into ZEOS.  The Company has an approximate 79% ownership
interest in the combined company, Micron Electronics, Inc.
                                8
<PAGE>
<TABLE>
<CAPTION>
                         Third Quarter             Nine Months Ended
                  --------------------------   --------------------------
                      1995  Change      1994       1995  Change      1994
                  --------------------------   --------------------------
<S>               <C>        <C>    <C>        <C>        <C>    <C>
Cost of goods 
  sold            $  357.2   72.6%  $  207.0   $  849.2   47.0%  $  577.7
Gross margin %       53.1%             51.5%      55.9%             49.2%
</TABLE>

  The gross margin percentage for the third quarter of 1995
decreased slightly from the second quarter of 1995 as a result of
sales of PC systems comprising a higher percentage of total net
sales for the third quarter of 1995 compared to the second
quarter of 1995.  The gross margin percentage on sales of PC
systems has historically been, and is likely to continue to be,
lower than the gross margin percentage for the Company's current
memory products.  The gross margin percentage on sales of PC
systems during the third quarter of 1995 was approximately 10%.
Additionally, gross margin in the third quarter of 1995 was
reduced by a $25 million pretax charge associated with
contingencies for product and process technology rights.  The
charges for other product and process technology decreased as a
percentage of net sales in the third quarter and first nine
months of 1995 compared to the same periods of 1994 primarily as
a result of a paid-up license that was fully amortized late in
fiscal 1994.  Future product and process technology charges may
vary as a result of claims asserted or licenses acquired in the
future.  See "Certain Factors".

     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 adversely impact the Company's gross
margin percentage as production capacity is shifted from a
relatively mature device to a next generation device.  The
Company is unable to predict when the market will transition to
the 16 Meg DRAM as its primary product.

<TABLE>
<CAPTION>

                         Third Quarter             Nine Months Ended
                  --------------------------   --------------------------
                      1995  Change      1994       1995  Change      1994
                  --------------------------   --------------------------
<S>               <C>        <C>    <C>        <C>        <C>    <C>
Selling, 
  general, and 
  administrative  $   54.4   52.0%  $   35.8   $  131.6   27.8%  $  103.0
as a % of net 
  sales               7.1%              8.4%       6.8%              9.1%
</TABLE>

  The higher level of selling, general, and administrative
expenses during the third quarter of 1995 as compared to the
third quarter of 1994 resulted primarily from a higher level of
personnel costs associated with the Company's profit sharing
programs and increased number of administrative employees, and to
a lesser extent, increased PC system advertising expenses.

<TABLE>
<CAPTION>

                         Third Quarter             Nine Months Ended
                  --------------------------   --------------------------
                      1995  Change      1994       1995  Change      1994
                  --------------------------   --------------------------
<S>               <C>        <C>    <C>        <C>       <C>     <C>
Research and 
  development     $   33.6   46.7%   $  22.9   $   89.5  60.1%   $   55.9
as a % of net 
  sales               4.4%              5.4%       4.7%              4.9%
</TABLE>

  Research and development expenses, vary primarily with the
number of wafers and personnel dedicated to new product and
process development.  Efforts in the third quarter of 1995 were
focused primarily on further development of 16 Meg DRAM shrinks, 
4 Meg DRAM shrinks, and the 32K x 36 synchronous SRAM, and design and 
development of the 64 Meg and 256 Meg DRAMs.  In addition to such 
efforts, research and development efforts in the remainder of 1995 are 
expected to be focused on design and development of new technologies, 
including radio frequency identification products, nonvolatile 
semiconductor memory devices, and field emission flat panel displays.

                                9

<PAGE>
<TABLE>
<CAPTION>
                         Third Quarter             Nine Months Ended
                  --------------------------   --------------------------
                      1995  Change      1994       1995  Change      1994
                  --------------------------   --------------------------
<S>               <C>         <C>   <C>        <C>         <C>   <C>
Income tax 
  provision       $  132.2    125%  $   58.7   $  337.8    132%  $  145.5
</TABLE>

  During the second quarter of 1995, the Company changed its
estimate of the effective income tax rate for fiscal 1995 to
37.5% from 36.0%.


Liquidity and Capital Resources

  The Company had cash and liquid investments of approximately
$624 million as of June 1, 1995, representing an increase of
approximately $191 million during the first nine months of 1995.
The Company's principal sources of liquidity during the first
nine months of 1995 were cash flows from operations of $694
million, equipment financing of $142 million, issuance of long-
term debt of $60 million, $14 million from cash acquired in the
merger transaction, and $14 million from the issuance of common
stock in connection with the Company's employee stock purchase
and stock option plans.  The principal uses of funds in the first
nine months of 1995 were $594 million for property, plant, and
equipment, $116 million for payments on equipment contracts, $27
million for payments on long-term debt, and $10 million for
payment of cash dividends on common stock.

  As of June 1, 1995, the Company had contractual commitments,
extending into fiscal 1997, of approximately $615 million for
equipment purchases and approximately $69 million for the
construction of buildings.  Expansion of the Boise manufacturing
site is continuing  with substantial conversion of Fab III to 8-
inch wafer processing capabilities targeted for the end of
calendar 1995 and Fab I/II conversion targeted for the end of
fiscal 1996.  Initial occupancy has begun on the Test and
Assembly facility with final occupancy targeted for the end of
the calendar year.  The new research and development fab is
nearly ready for occupancy and the central implant facility is
complete with an additional expansion begun.  In addition,
initial construction on the manufacturing complex located in
Lehi, Utah is targeted to begin this summer.  Capital
expenditures associated with construction and equipment for the
Utah complex are expected to exceed $1.5 billion.  Completion of
this long-term expansion project could take up to four years and
will proceed in stages as future market conditions allow.

  During the third quarter of 1995, the Company terminated its
bank credit agreement which provided for borrowings of up to $120
million.  There were no borrowings under the agreement during
1995.

  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 principally 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 such investments.  In order to
fund the Company's current capital development program as
scheduled, the Company may 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.

                                10
<PAGE>

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.  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 memory 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 1995.
The Company is not able to predict whether these license
agreements can be renewed on terms acceptable to the Company.


                                11

<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:

  Exhibit                                                Page
  Number    Description of Exhibit                       Number

    11      Computation of per share earnings for the 
            quarter and nine month periods ended June 
            1, 1995 and June 2, 1994                    14 & 15


(b) The registrant filed a report on Form 8-K dated April 3,
1995, announcing the approval by the Company's Board of Directors
of a 2 for 1 stock split effected in the form of a stock
dividend, and a $0.05 per share cash dividend for payment on June
14, 1995, to shareholders of record on June 5, 1995.











                                12

<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:  June 20, 1995         /s/ Wilbur G. Stover, Jr.
                              -------------------------------------
                              Wilbur G. Stover, Jr. Vice President, 
                              Finance, and Chief Financial Officer 
                              (Principal Financial and Accounting 
                              Officer)













                                13




                            Exhibit 11
                              
                      MICRON TECHNOLOGY, INC.

                 Computation of Per Share Amounts
        (Amounts in millions except for per share amounts)

<TABLE>
<CAPTION>

                                          June 1,           June 2,
Quarter Ended                              1995              1994
- -------------------------------------------------------------------
<S>                                      <C>               <C>
PRIMARY

  Weighted average shares
     outstanding                            205.6             203.2
  Stock options using average market 
     price                                    9.5               8.1
                                         --------          --------
  Total shares                              215.1             211.3

  Net income                             $  220.2          $  104.3

  Per share amount                          $1.02             $0.49
                                            =====             ===== 


FULLY DILUTED

  Weighted average shares outstanding       205.6             203.2
  Stock options using greater of average 
     or ending market price                  10.2               8.2
                                         --------          --------
  Total shares                              215.8             211.4

  Net income                             $  220.2          $  104.3

  Per share amount                          $1.02             $0.49
                                            =====             =====
</TABLE>











                                14

<PAGE> 
                            Exhibit 11

                     MICRON TECHNOLOGY, INC.

                 Computation of Per Share Amounts
        (Amounts in millions except for per share amounts)

<TABLE>
<CAPTION>

                                           June 1,          June 2,
Nine Months Ended                           1995             1994
- -------------------------------------------------------------------
<S>                                      <C>               <C>

PRIMARY

  Weighted average shares
     outstanding                            204.8             202.0
  Stock options using average market 
     price                                    7.9               6.2
                                         --------          --------
  Total shares                              212.7             208.2

  Net income                             $  563.0          $  258.6

  Per share amount                          $2.65             $1.24
                                            =====             ===== 


FULLY DILUTED

  Weighted average shares outstanding       204.8             202.0
  Stock options using greater of average 
     or ending market price                   9.9               7.8
                                         --------          --------
  Total shares                              214.7             209.8

  Net income                             $  563.0          $  258.6

  Per share amount                          $2.62             $1.23
                                            =====             ===== 

                                
</TABLE>














                                15



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
     This schedule contains summary financial information extracted from
the accompanying financial statements and is qualified in its entirety
by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          AUG-31-1995
<PERIOD-END>                                JUN-1-1995
<CASH>                                             118
<SECURITIES>                                       506
<RECEIVABLES>                                      355
<ALLOWANCES>                                        12
<INVENTORY>                                        197
<CURRENT-ASSETS>                                 1,206
<PP&E>                                           1,683
<DEPRECIATION>                                     583
<TOTAL-ASSETS>                                   2,404
<CURRENT-LIABILITIES>                              512
<BONDS>                                              0
<COMMON>                                            21
                                0
                                          0
<OTHER-SE>                                       1,597
<TOTAL-LIABILITY-AND-EQUITY>                     2,404
<SALES>                                          1,925
<TOTAL-REVENUES>                                 1,925
<CGS>                                              849
<TOTAL-COSTS>                                      849
<OTHER-EXPENSES>                                   221
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                (17)
<INCOME-PRETAX>                                    352
<INCOME-TAX>                                       132
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       563
<EPS-PRIMARY>                                     2.65
<EPS-DILUTED>                                     2.62
        

</TABLE>


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